-----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, B90xnJdhdYBl0DLaxpmFKWINrBQya4ufF9GdXFxRTXXKAu0vxAue81KlvU7x0Pli 1MT+ceAxUfBIVoIe2nZhIg== 0000950135-98-002503.txt : 19980420 0000950135-98-002503.hdr.sgml : 19980420 ACCESSION NUMBER: 0000950135-98-002503 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980417 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ABINGTON BANCORP INC CENTRAL INDEX KEY: 0000812146 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042970613 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-39739 FILM NUMBER: 98596645 BUSINESS ADDRESS: STREET 1: 533 WASHINGTON ST CITY: ABINGTON STATE: MA ZIP: 02351 BUSINESS PHONE: 6178780103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCDONOUGH JAMES P CENTRAL INDEX KEY: 0001059954 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ABINGTON BANCORP INC STREET 2: 536 WASHINGTON ST CITY: ABINGTON STATE: MA ZIP: 02351 BUSINESS PHONE: 7819823200 SC 13D 1 JAMES P. MCDONOUGH 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. _______ )1 Abington Bancorp, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.10 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 00350P100 - -------------------------------------------------------------------------------- (CUSIP Number) James P. Mcdonough, Abington Bancorp, Inc. 536 Washington Street, Abington, MA 02351 - -------------------------------------------------------------------------------- (Name, address and Telephone Number of Person Authorized to Receive Notices and Communications) April 17, 1998 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) - -------- (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 disclosures provided in a prior cover page. The information required on 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). 2 SCHEDULE 13D - --------------------------------- -------------------------------- CUSIP NO. 00350P100 PAGE 2 OF 5 PAGES -------------------- -------- -------- - --------------------------------- -------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James P. McDonough - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER number of 145,707 shares --------------------------------------------------------- beneficially 8 SHARED VOTING POWER owned by each 48,218 reporting --------------------------------------------------------- person 9 SOLE DISPOSITIVE POWER with 145,707 --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 48,218 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 196,679 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, $.10 par value, of Abington Bancorp, Inc., 536 Washington Street, Abington, Massachusetts 02351. ITEM 2. IDENTITY AND BACKGROUND (a) Name: James P. McDonough (b) Business Address: Abington Bancorp, Inc. 536 Washington Street Abington, Massachusetts 02351 (c) Occupation: President and Chief Executive Officer Abington Bancorp, Inc. and Abington Savings Bank 536 Washington Street Abington, Massachusetts 02351 (d) Mr. McDonough has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. (e) Mr. McDonough is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to Federal or State securities laws as a result of being a party to a civil proceeding during the last five years. (f) Citizenship: United States ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Mr. McDonough's ownership of the issuer's common stock increased to in excess of 5% of the number of outstanding shares as a result of the issuer's repurchase of outstanding shares of its common stock during the first quarter of 1998. ITEM 4. PURPOSE OF TRANSACTION As the President and Chief Executive Officer of the issuer, Mr. McDonough has been granted options to purchase 120,000 shares of the issuer's common stock. In addition, 11,631 shares have been allocated to his ESOP account. The remaining shares of the issuer's common stock owned by Mr. McDonough or family members were purchased for investment purposes. -3- 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Mr. McDonough is the beneficial owner of 196,679 shares of the common stock of the issuer, representing approximately 5.4% of the 3,563,800 shares outstanding as of March 31, 1998. This amount includes 120,000 shares subject to currently exercisable options, 13,567 shares held in his self-directed IRA, 48,218 shares owned jointly with his wife and 2,246 shares owned by his wife in a self-directed IRA. It also includes 509 shares held by Mr. McDonough as custodian for one of his two children and 508 shares held by his wife as custodian for one of his two children (1,017 shares total). Mr. McDonough disclaims beneficial ownership of the shares owned directly by his wife. Also includes 11,631 shares held by the issuer's ESOP as to which Mr. McDonough has the power to direct the voting. (b) Mr. McDonough has sole dispositive and voting power with respect to 145,707 shares of common stock and shared dispositive and voting power with respect to 48,726 shares of common stock. (c) The following sets forth Mr. McDonough's acquisition of shares of the issuer's common stock in the last 60 days:
WHERE DATE OF NUMBER PRICE PER NATURE OF TRANSACTION TRANSACTION OF SHARES SHARE OWNERSHIP EFFECTED ----------- --------- --------- --------- ----------- 02/09/98 42 $22.25 Spouse IRA Nasdaq 02/09/98 245 $22.25 IRA Nasdaq 02/09/98 90 $22.25 By spouse c/f Nasdaq daughter 02/09/98 91 $22.25 Self c/f son Nasdaq 03/23/98 732 By ESOP Shares allocated to ESOP account.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Mr. McDonough has no contracts, arrangements, understandings or relationships (legal or otherwise) with other persons with respect to any securities of the issuer. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS None. -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. April 17, 1998 ------------------------------------- (Date) /s/ James P. McDonough ------------------------------------- (Signature) James P. McDonough ------------------------------------- (Name) -5- -----END PRIVACY-ENHANCED MESSAGE-----