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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
WEST ESSEX BANCORP, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
952698108
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(CUSIP Number)
Lori M. Beresford, Esq.
Muldoon Murphy & Faucette LLP
5101 Wisconsin Avenue, N.W.
Washington, D.C. 20016
(202) 362-0840
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 22, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d- 1(g),
check the following box |_|.
NOTE. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. SEE Rule
240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
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CUSIP No. 952698108
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SCHEDULE 13D/A
1 NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
West Essex Bancorp, M.H.C.
22-3625863
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a) |_|
b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
No purchases being reported.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 2,937,651
SHARES-------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,937,651
PERSON-------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,937,651
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
59.9%
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14 TYPE OF REPORTING PERSON
HC
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*The purpose of this Amendment No. 2 to the previously filed Schedule 13D
is to report additional shares acquired by West Essex Bancorp, M.H.C. (the
"MHC") as a result of the 5 for 4 stock split effected by West Essex Bancorp,
Inc. (the "Issuer") on October 22, 2001 and to report that the ownership of the
MHC has increased to 59.9% of the common shares outstanding. The MHC's ownership
percentage has increased solely due to the Issuer's repurchase of its common
stock which reduced the Issuer's outstanding common shares.
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Item 1. Security and Issuer.
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No change.
Item 2. Identity and Background.
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This Schedule 13D/A is being filed by the MHC, a federally chartered
mutual holding company. The MHC's principal business is to hold a majority of
the Issuer's shares of common stock. The principal office of the MHC is located
at 417 Bloomfield Avenue, Caldwell, New Jersey 07006. During the past five years
the MHC has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor has the MHC been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Attached as Schedule I hereto and incorporated herein by reference is a
list containing the (a) name, (b) business or residential address, and (c)
present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted, of each director and executive officer of the MHC (the "Insiders").
To the MHC's knowledge, each of the Insiders is a United States citizen, and
none of such Insiders has, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
have the Insiders been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, been subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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On October 2, 1998, the Issuer was formed for the purpose of becoming the
stock holding company of West Essex Bank (the "Bank") and the MHC was formed for
the purpose of becoming the mutual holding company parent of the Issuer.
Pursuant to the Plan of Reorganization (the "Plan"), the Bank became a
wholly-owned subsidiary of the Issuer, which became a majority-owned subsidiary
of the MHC (the "MHC Reorganization"). On October 2, 1998, 2,350,121 shares of
common stock were issued to the MHC and 1,847,112 shares of common stock were
issued to depositors of the Bank and others. As a result of a 5 for 4 stock
split effectuated on October 22, 2001, the MHC is the beneficial owner of
2,937,651 shares of the Issuer's common stock.
Item 4. Purpose of Transaction.
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No change.
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Item 5. Interest in Securities of the Issuer.
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(a) The MHC beneficially owns 2,937,651 shares of the Issuer's common
stock or 59.7% of the outstanding shares.
(b) The MHC has sole power to vote or direct the vote and sole power to
dispose or direct the disposition of 2,937,651 shares of the Issuer's common
stock.
(c) Other than the issuance to the MHC of the shares of Issuer's common
stock as of October 2, 1998, the MHC has not effected any transaction in the
Issuer's common stock within the past 60 days.
(d) No person other than the MHC has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities owned by the MHC as described in Item 5(a)-(b) above.
Item 6. Contracts, Arrangements, Understandings, or Relationships with
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Respect to Securities of the Issuer.
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Not applicable.
Item 7. Material to be Filed as Exhibits.
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Not applicable.
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
WEST ESSEX BANCORP, M.H.C.
By: /s/ Loepold W. Montanaro
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Leopold W. Montanaro
President and Chief Executive
Officer
Date: May 28, 2002
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SCHEDULE I
Directors and Executive Officers of West Essex Bancorp, M.H.C.
The names, business address and present principal occupation of each
director, executive officer and controlling person of West Essex Bancorp, M.H.C.
are set forth below. Unless otherwise indicated, all persons are citizens of the
United States.
Name Business Address Principal Occupation
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William J. Foody 417 Bloomfield Avenue Director of West Essex
Caldwell, New Jersey 07006 Bancorp, M.H.C., and West
Essex Bancorp, Inc.
Chairman of the Board of
West Essex Bank. Managing
partner in the real estate
firm of Crowe Holdings.
Leopold W. Montanaro 417 Bloomfield Avenue President and Chief
Caldwell, New Jersey 07006 Executive Officer of West
Essex Bancorp, M.H.C.,
West Essex Bancorp, Inc.
and West Essex Bank.
Chairman of the Board of
West Essex Bancorp, M.H.C.
and West Essex Bancorp,
Inc. Director of West
Essex Bank.
David F. Brandley 417 Bloomfield Avenue Director of West Essex
Caldwell, New Jersey 07006 Bancorp, M.H.C., West
Essex Bancorp, Inc. and
West Essex Bank. Partner
in the law firm of
Brandley & Kleppe.
Everett N. Leonard 417 Bloomfield Avenue Director of West Essex
Caldwell, New Jersey 07006 Bancorp, M.H.C., West
Essex Bancorp, Inc. and
West Essex Bank. Retired
Verona, New Jersey,
Borough Administrator.
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S.M. Terry LaCorte 417 Bloomfield Avenue Director of West Essex
Caldwell, New Jersey 07006 Bancorp, M.H.C., West
Essex Bancorp, Inc. and
West Essex Bank. Retired
President of North Jersey
Press, Inc.
John J. Burke 417 Bloomfield Avenue Director of West Essex
Caldwell, New Jersey 07006 Bancorp, M.H.C., West
Essex Bancorp, Inc. and
West Essex Bank.
President of J.J. Burke &
Associates, Inc.
Dennis A. Petrello 417 Bloomfield Avenue Senior Executive Vice
Caldwell, New Jersey 07006 President and Chief
Financial Officer of West
Essex Bancorp, M.H.C.,
West Essex Bancorp, Inc.
and West Essex Bank.
Charles E. Filippo 417 Bloomfield Avenue Executive Vice President
Caldwell, New Jersey 07006 of West Essex Bancorp,
M.H.C. and West Essex
Bancorp, Inc. and
Executive Vice President
and Chief Lending Officer
of West Essex Bank.
Craig L. Montanaro 417 Bloomfield Avenue Senior Vice President,
Caldwell, New Jersey 07006 Corporate Secretary and
Treasurer of West Essex
Bancorp, M.H.C., West
Essex Bancorp, Inc. and
West Essex Bank.