-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V3xK7RIomUXccCzEj7glbhpAvnsctqihGdpxVYYsjhTEroYeY6MZNQpu45ee46fP 62xs361dgAgMLtlkBPbYZw== 0000909654-05-000023.txt : 20050103 0000909654-05-000023.hdr.sgml : 20041231 20050103161646 ACCESSION NUMBER: 0000909654-05-000023 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050103 DATE AS OF CHANGE: 20050103 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OCEAN SHORE HOLDING CO CENTRAL INDEX KEY: 0001298716 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 223584037 STATE OF INCORPORATION: X1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80159 FILM NUMBER: 05502742 BUSINESS ADDRESS: STREET 1: 1001 ASBURY AVENUE CITY: OCEAN CITY STATE: NJ ZIP: 08226 BUSINESS PHONE: (800) 771-7990 MAIL ADDRESS: STREET 1: 1001 ASBURY AVENUE CITY: OCEAN CITY STATE: NJ ZIP: 08226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OC FINANCIAL MHC CENTRAL INDEX KEY: 0001307984 IRS NUMBER: 223584230 STATE OF INCORPORATION: X1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1001 ASBURY AVENUE CITY: OCEAN CITY STATE: NJ ZIP: 08226 BUSINESS PHONE: (609) 399-0012 MAIL ADDRESS: STREET 1: 1001 ASBURY AVENUE CITY: OCEAN CITY STATE: NJ ZIP: 08226 SC 13D/A 1 oceanshore13dadec29.txt 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 OCEAN SHORE HOLDING CO. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 67501P107 --------- (CUSIP Number) STEVEN E. BRADY PRESIDENT AND CHIEF EXECUTIVE OFFICER OCEAN SHORE HOLDING CO. OC FINANCIAL MHC 1001 ASBURY AVENUE OCEAN CITY, NEW JERSEY 08226 (800) 771-7990 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 21, 2004 ------------------------------------------------------- (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 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) 2 SCHEDULE 13D - -------------------- CUSIP No. 78425W102 - -------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) OC FINANCIAL MHC 22-3584230 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/ (b) /_/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) /_/ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 4,761,000 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH -------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 4,761,000 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,761,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 54.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO - -------------------------------------------------------------------------------- 2 3 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ------------------------------------------------- On December 21, 2004, Ocean Shore Holding Co. (the "Issuer") sold 4,761,000 shares of common stock to OC Financial MHC (the "MHC") at $0.01 per share. As part of this transaction, the 10 shares of the Issuer's common stock owned by the MHC were cancelled. The funds for the purchase of the shares by the MHC came from its working capitalization. On December 21, 2004, the directors and executive officers of the MHC (the "Insiders") also purchased shares of common stock from the Issuer. All purchases by the Insiders were from personal funds. Attached as Schedule I hereto and incorporated by reference is a list containing certain information with respect to the Insiders. ITEM 4. PURPOSE OF TRANSACTION. ---------------------- The MHC is filing this amendment to report that its beneficial ownership interest in the Issuer has decreased to 54.3% from 100% of the Issuer's issued and outstanding shares of common stock. On November 12, 2004, the Securities and Exchange Commission declared effective the Issuer's Registration Statement on Form S-1, whereby on December 21, 2004 the Issuer sold approximately 43.8% of its outstanding common stock in an initial public offering and sold approximately 54.3% of its outstanding common stock to the MHC for $0.01 per share. The primary purpose of the stock offering was to raise additional capital to support future lending and operational growth and possible future branching activities or acquisitions. The stock offering also enables the employees and officers of Ocean City Home Bank (the "Bank"), the wholly-owned subsidiary of the Company, to obtain an equity ownership interest in the Bank. Although the MHC and the Insiders intend to exercise their rights as stockholders, neither the MHC nor the Insiders currently have any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized or to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. In the future, the MHC and/or the Insiders may determine to purchase additional shares of the Issuer's common stock (or other securities of the Issuer) or the MHC and/or the Insiders may determine to sell shares of the Issuer's common stock. Any such determination will depend on a number of factors, including market prices, the Issuer's prospects and alternative investments. 3 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------ (a) - (b) The MHC beneficially owns (with sole voting and dispositive power) 4,761,000 shares of the Issuer's common stock or approximately 54.3% of the outstanding shares. The following table provides information about the shares of Company common stock that may be considered to be owned by each Insider as of December 21, 2004. A person may be considered to own any shares of common stock over which he or she has, directly or indirectly, sole or shared voting or investment power. Unless otherwise indicated, each of the named individuals has sole voting and investment power with respect to the shares shown. NUMBER OF PERCENT OF SHARES COMMON STOCK NAME OWNED OUTSTANDING ------------- -------------- Steven E. Brady......................... 15,812(1) * Anthony J. Rizzotte..................... 9,794(1) * Janet Bossi............................. 4,022(1) * Kim Davidson............................ 8,091(1) * Paul Esposito........................... 2,822(1) * Donald F. Morgenweck.................... 10,454(1) * Sylva A. Bertini........................ 13,000 * Frederick G. Dalzell, MD................ 19,794(1)(2) * Christopher J. Ford .................... - * Roy Gillian............................. 22,000(1)(3) * Robert A. Previti....................... 8,685(1)(4) * John L. Van Duyne....................... 10,000(1) * Samuel R. Young......................... - * - ----------------------- * Represents less than 1% of shares outstanding. (1) Includes shares purchased with compensation deferred under the Ocean City Home Bank Stock Based Deferred Compensation Plan as follows: Mr. Brady, 3,312 shares; Ms. Bossi, 1,173 shares; Ms. Davidson, 1,291 shares; Mr. Esposito, 1,406 shares; Mr. Gillian, 4,632 shares; Mr. Morgenweck, 1,406 shares; Mr. Dalzell, 894 shares; Mr. Previti, 585 shares; Mr. Rizzotte, 2,534 shares and Mr. Van Duyne, 10,000 shares. (2) Includes 3,900 shares held by Mr. Dalzell's spouse. (3) Includes 7,000 shares held by Mr. Gillian's spouse. (4) Includes 100 shares held by Mr. Previti's son. (c) Other than the purchase of such shares by the MHC and the Insiders on December 21, 2004, neither the MHC nor the Insiders have 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. 4 5 SIGNATURE --------- 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. OC FINANCIAL MHC Date: January 3, 2004 By: /s/ Steven E. Brady -------------------------------------- Steven E. Brady President and Chief Executive Officer 5 6 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF OC FINANCIAL MHC ---------------------------------------------------- The names, business address and present principal occupation of each director, executive officer and controlling person of OC Financial MHC are set forth below. All persons are citizens of the United States.
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Steven E. Brady 1001 Asbury Avenue President and Chief Executive Officer of Ocean Shore Ocean City, New Jersey 08226 Holding Co., OC Financial MHC and Ocean City Home Bank Anthony J. Rizzotte 1001 Asbury Avenue Executive Vice President of Ocean Shore Holding and Ocean City, New Jersey 08226 OC Financial MHC and Executive Vice President and Chief Lending Officer of Ocean City Home Bank Janet Bossi 1001 Asbury Avenue Senior Vice President of Loan Administration of Ocean Ocean City, New Jersey 08226 City Home Bank Kim Davidson 1001 Asbury Avenue Senior Vice President of Business Development of Ocean Ocean City, New Jersey 08226 City Home Bank Paul Esposito 1001 Asbury Avenue Senior Vice President of Marketing of Ocean City Home Ocean City, New Jersey 08226 Bank Donald F. Morgenweck 1001 Asbury Avenue Senior Vice President of OC Financial MHC and Senior Ocean City, New Jersey 08226 Vice President and Chief Financial Officer of Ocean Shore Holding and Ocean City Home Bank Sylva A. Bertini 1001 Asbury Avenue Director of Ocean Shore Holding Co., OC Financial Ocean City, New Jersey 08226 MHC and Ocean City Home Bank; retired. Frederick G. Dalzell,MD 1001 Asbury Avenue Director of Ocean Shore Holding Co., OC Financial Ocean City, New Jersey 08226 MHC and Ocean City Home Bank; orthopedic surgeon at Atlantic Shore Orthopedic Associates. Christopher J. Ford 1001 Asbury Avenue Director of Ocean Shore Holding Co., OC Financial Ocean City, New Jersey 08226 MHC and Ocean City Home Bank; scout for the Philadelphia 76'ers basketball team. Roy Gillian 1001 Asbury Avenue Chairman of the Board of Directors, Director of Ocean Ocean City, New Jersey 08226 Shore Holding Co., OC Financial MHC and Ocean City Home Bank; owner and Chairman of Gilamco, Inc., and amusement pier in Ocean City, New Jersey. Robert A. Previti 1001 Asbury Avenue Director of Ocean Shore Holding Co., OC Financial Ocean City, New Jersey 08226 MHC and Ocean City Home Bank; school superintendent for the Brigantine Board of Education. John L. Van Duyne 1001 Asbury Avenue Director of Ocean Shore Holding Co., OC Financial Ocean City, New Jersey 08226 MHC and Ocean City Home Bank; owner and officer of Van Duyne Builders, Inc. and officer of Van Duyne & Bruin, LLC. Samuel R. Young 1001 Asbury Avenue Director of Ocean Shore Holding Co., OC Financial Ocean City, New Jersey 08226 MHC and Ocean City Home Bank; owner and president of Tilton Fitness Management, which develops, owns and operates commercial and hospital-affiliated health and fitness clubs; officer in the United States Navy Reserves.
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