-----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, VFkl88EIPB6nqHZ89XdOrD9mWtJy/joEcks/FP0RygKrRUhw/eW1eLFpjgAwKwDe 8ol6SvdLt9Pq4YGGSUlHNw== 0001065407-08-000106.txt : 20080207 0001065407-08-000106.hdr.sgml : 20080207 20080207105234 ACCESSION NUMBER: 0001065407-08-000106 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080207 DATE AS OF CHANGE: 20080207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ABINGTON BANCORP, INC./PA CENTRAL INDEX KEY: 0001397533 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 208613037 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83440 FILM NUMBER: 08583606 BUSINESS ADDRESS: STREET 1: 180 OLD YORK ROAD CITY: JENKINTOWN STATE: PA ZIP: 19046 BUSINESS PHONE: (215) 886-8280 MAIL ADDRESS: STREET 1: 180 OLD YORK ROAD CITY: JENKINTOWN STATE: PA ZIP: 19046 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ABINGTON BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST CENTRAL INDEX KEY: 0001425916 IRS NUMBER: 000000000 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 180 OLD YORK ROAD CITY: JENKINTOWN STATE: PA ZIP: 19046 BUSINESS PHONE: (215) 886-8280 MAIL ADDRESS: STREET 1: 180 OLD YORK ROAD CITY: JENKINTOWN STATE: PA ZIP: 19046 FORMER COMPANY: FORMER CONFORMED NAME: ABINGTON BANK EMPLOYEE STOCK OWNERSHIP PLAN DATE OF NAME CHANGE: 20080201 SC 13G 1 sc13g.htm SCHEDULE 13G sc13g.htm
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. __)1
 
 
ABINGTON BANCORP, INC.

(Name of Issuer)
 
 
Common Stock, Par Value $.01 Per Share

(Title of Class of Securities)
 
 
00350L 10 9

(CUSIP Number)
 
 
 
December 31, 2007

(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[   ]    Rule 13d-1(c)
[   ]    Rule 13d-1(d)
 

__________________________
 
     1           The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
Page 1 of 6 Pages

 
 
 
CUSIP NO. 00350L 10 9
13G
Page 2 of 6 Pages
 
 
1.
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Abington Bank Employee Stock Ownership Plan Trust
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                     (a)   [   ]
 
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
 
1,835,001
6.
SHARED VOTING POWER
 
120,234
7.
SOLE DISPOSITIVE POWER
 
1,835,001
8.
SHARED DISPOSITIVE POWER
 
120,234
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,955,235
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    [    ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.0%
12.
TYPE OF REPORTING PERSON
 
EP
 
 
 

 
CUSIP NO. 00350L 10 9
13G
Page 3 of 6 Pages
 
Item 1(a).
Name of Issuer:
   
  Abington Bancorp, Inc.
 
Item 1(b).
Address of Issuer's Principal Executive Offices:
   
 
180 Old York Road
Jenkintown, Pennsylvania 19046
 
Item 2(a).
Name of Person Filing:
   
  Abington Bank Employee Stock Ownership Plan Trust
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
Abington Bank
180 Old York Road
Jenkintown, Pennsylvania 19046
 
Item 2(c).
Citizenship:
   
  Pennsylvania
 
Item 2(d).
Title of Class of Securities:
   
  Common Stock, par value $.01 per share
 
Item 2(e).
CUSIP Number:
   
  00350L 10 9
 
Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is:
   
           (f)  [ X ]     An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
   
 

 
CUSIP NO. 00350L 10 9
13G
Page 4 of 6 Pages
 
Item 4.
Ownership.
     
 
(a)
Amount beneficially owned:
     
   
1,955,235
     
 
(b)
Percent of class: 8.0% (based on 24,449,526 shares issued and outstanding as of December 31, 2007)
     
 
(c)
Number of shares as to which such person has:
     
 
(i)
Sole power to vote or to direct the  1,835,001                    
 
(ii)
Shared power to vote or to direct the  120,234                    
 
(iii)
Sole power to dispose or to direct the disposition of  1,835,001            
 
(iv)
Shared power to dispose or to direct the disposition of  120,234            
 
The reporting person is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, with individual accounts for the benefit of participating employees and their beneficiaries.  The reporting person's assets are held in trust by trustees, Robert W. White, Jack J. Sandoski and Frank Kovalcheck ("Plan Trustees").  The number of shares listed as beneficially owned represents the entire number of shares of Common Stock held by the Plan Trustees, as of December 31, 2007.  As of December 31, 2007, 120,234 shares of Common Stock were allocated to individual accounts established for participating employees and their beneficiaries and 1,835,001 shares were held, unallocated, for allocation in future years. In general, participating employees and their beneficiaries have the power and authority to direct the voting of shares of Common Stock allocated to their individual accounts through the Plan Trustees, who have shared voting power over the allocated Common Stock.  Any unallocated Common Stock is generally required to be voted by the Plan Trustees in the same proportion as Common Stock which has been allocated to Participants under the ESOP provisions of the plan is directed to be voted, subject in each case to the fiduciary duties of the Plan Trustees and applicable law.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
Not applicable since the reporting entity owns more than 5% of the class.
 

 
CUSIP NO. 00350L 10 9
13G
Page 5 of 6 Pages
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Dividends on Common Stock allocated to the accounts of participating employees and their beneficiaries, to the extent paid in the form of additional securities, are added to their respective individual accounts.  Dividends on Common Stock allocated to the accounts of participating employees and their beneficiaries, to the extent paid in cash, are, at the direction of the Plan Administrator, either (i) credited to the respective individual accounts, or (ii) used to pay principal and interest on outstanding indebtedness incurred by the reporting person to acquire Common Stock.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not applicable since the reporting entity is not a member of a group.
 
Item 9.
Notice of Dissolution of Group.
 
Not applicable since the reporting entity is not a member of a group.
 
 

 
CUSIP NO. 00350L 10 9
13G
Page 6 of 6 Pages
 
Item 10.
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
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.
 
This report is not an admission that the Plan Trustees are the beneficial owners of any securities covered by this report, and the Plan Trustees expressly disclaim beneficial ownership of all shares reported herein pursuant to Rule 13d-4, except to the extent the shares are allocated to the individual accounts of the Plan Trustees over which they have voting power.
 
 
ABINGTON Bank Employee Stock
Ownership Plan Trust
     
     
February 6, 2008
By:
/s/Robert W. White
   
Robert W. White, Trustee
     
     
February 6, 2008
 
/s/Jack J. Sandoski
   
Jack J. Sandoski, Trustee
     
     
February 6, 2008
 
/s/Frank Kovalcheck
   
Frank Kovalcheck, Trustee
 
 
 

-----END PRIVACY-ENHANCED MESSAGE-----