-----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, F7gAh2+9oEwLu5Q1anmG81Y3HUTH/0tq+xEyqFqrb8QJbLbZTFwg37WIgCskQM8f vIeppbSVVXrpqMWLtUmSiw== 0001056590-01-500012.txt : 20010823 0001056590-01-500012.hdr.sgml : 20010823 ACCESSION NUMBER: 0001056590-01-500012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010822 GROUP MEMBERS: EVELYN HOLTZMAN GROUP MEMBERS: JEWELCOR INC. GROUP MEMBERS: JEWELCOR MANAGEMENT, INC. GROUP MEMBERS: S.H. HOLDINGS, INC. GROUP MEMBERS: SEYMOUR HOLTZMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PATHFINDER BANCORP INC CENTRAL INDEX KEY: 0001046188 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 161540137 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53023 FILM NUMBER: 1721270 BUSINESS ADDRESS: STREET 1: 214 W FIRST ST CITY: OSWEGO STATE: DE ZIP: 13126 BUSINESS PHONE: 3153430057 MAIL ADDRESS: STREET 1: 214 W FIRST ST CITY: OSWEGO STATE: DE ZIP: 13126 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JEWELCOR MANAGEMENT INC CENTRAL INDEX KEY: 0001056590 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 232331228 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 BUSINESS PHONE: 5708226277 MAIL ADDRESS: STREET 1: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 SC 13D/A 1 path13d8.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 8)* Under the Securities Exchange Act of 1934 PATHFINDER BANCORP, INC (Name of Issuer) Common Stock (Title of Class of Securities) 70320A 10 3 (CUSIP Number) Seymour Holtzman c/o Jewelcor Companies 100 N. Wilkes-Barre Blvd. Wilkes-Barre, Pennsylvania 18702 (570) 822-6277 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 22, 2001 (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 subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) or (4), check the following box. * 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). SCHEDULE 13D CUSIP No. 70320A-10-3 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Seymour Holtzman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* SEE ITEM 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 7 SOLE VOTING POWER - 0 - NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH - 0 - REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 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." CUSIP No. 70320A-10-3 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Evelyn Holtzman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* SEE ITEM 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 7 SOLE VOTING POWER - 0 - NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH - 0 - REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 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." SCHEDULE 13D CUSIP No. 70320A-10-3 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jewelcor Management, Inc. Federal Identification No. 23-2331228 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* SEE ITEM 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Nevada 7 SOLE VOTING POWER 159,714 NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH 159,714 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 159,714 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% 14 TYPE OF REPORTING PERSON* CO *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." SCHEDULE 13D CUSIP No. 70320A-10-3 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON S.H. Holdings, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* SEE ITEM 3 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Delaware 7 SOLE VOTING POWER - 0 - NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH - 0 - REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* CO *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." SCHEDULE 13D CUSIP No. 70320A-10-3 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jewelcor Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)x 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Pennsylvania 7 SOLE VOTING POWER - 0 - NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH - 0 - REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* CO *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." Item 1. Security and Issuer. This Amendment to the previously filed Statement on Schedule 13D ("Schedule 13D") relates to the common stock (the "Common Stock") of Pathfinder Bancorp, Inc. ("the Company"). The Company's principal executive offices are located at 214 West First Street, Oswego, New York, 13126. Item 2. Identity and Background. NO AMENDMENT Item 3. Source and Amount of Funds or Other Consideration. NO AMENDMENT Item 4. Purpose of Transaction. Item 4 is hereby supplementally amended as follows: On August 22, 2001, Seymour Holtzman, President of Jewelcor Management, Inc. ("JMI"), sent a letter to Christopher Gagas, Chairman of the Board of Directors of the Company, whereby Mr. Holtzman urged the Company's Board of Directors to reconsider its decision to reject the proposal submitted to the Company by letter dated August 6, 2001 from Fulton Savings Bank ("Fulton")for the purchase by Fulton of the Company's Common Stock. Mr. Holtzman indicated in his letter that, if the Company's Board of Directors do not enter into meaningful negotiations with Fulton before Fulton's proposal expires on August 27, 2001, he will take further action he deems necessary to protect JMI's investment in the Company. Mr. Holtzman further indicated that he intends to communicate with other shareholders of the Company regarding these matters. The foregoing summary of Mr. Holtzman's letter is qualified by reference to the entirety of the letter, a copy of which is attached hereto as Exhibit A and incorporated herein by reference. The proposal submitted to the Company by letter dated August 6, 2001 from Fulton Savings Bank for the purchase by Fulton of the Company's Common Stock is attached hereto as Exhibit B. All references in any previously filed amendments to Schedule 13D to "Fulton Financial Corporation" were inadvertent but were intended to read and are hereby amended to read "Fulton Savings Bank". Item 5. Interest in Securities of the Issuer. NO AMENDMENT Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer. NO AMENDMENT Item 7. Material to be Filed as Exhibits. Letter dated August 22, 2001 from Seymour Holtzman to Christopher Gagas, Chairman of the Board of Directors of the Company is attached hereto as Exhibit A. The proposal submitted to the Company by letter dated August 6, 2001 from Fulton Savings Bank ("Fulton") for the purchase by Fulton of the Company's Common Stock is attached hereto as Exhibit B. SIGNATURES After reasonable inquiry and to the best of their knowledge, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: August 22, 2001 /s/ Seymour Holtzman Seymour Holtzman /s/ Evelyn Holtzman Evelyn Holtzman JEWELCOR MANAGEMENT, INC. By: /s/ Seymour Holtzman Name: Seymour Holtzman Title: President JEWELCOR INC. By: /s/ Seymour Holtzman Name: Seymour Holtzman Title: President S.H. HOLDINGS, INC. By: /s/ Seymour Holtzman Name: Seymour Holtzman Title: President EX-99 3 gagas.txt Exhibit A VIA FACSIMILE August 22, 2001 Chris C. Gagas Chairman Pathfinder Bancorp, Inc. 214 West First Street Oswego, NY 13126 Dear Chris: I was very surprised by the decision of Pathfinder Bancorp, Inc.'s Board of Directors to summarily reject Fulton Savings Bank's offer to purchase all of Pathfinder's common stock. I do not believe that this decision is in the best interest of Pathfinder's shareholders and I strongly urge the Board of Directors to reconsider its decision. In my opinion, this offer is absolutely great! Fulton Savings' offer represents a significant premium over the present market value of Pathfinder's common stock. I believe that it is extremely unlikely that Pathfinder will receive an offer like this anytime in the near future considering the fact that the earnings last year were $.14 per share and the return on equity was 1.79%. I also believe that the combination of the two banks will result in greater efficiencies that will benefit the community, the employees, and the depositors of Pathfinder. Time is of the essence with respect to this offer since it expires on August 27, 2001. If the Board of Directors of Pathfinder does not enter into meaningful negotiations with Fulton Savings before this offer expires, I will have no recourse except to take further action that I deem necessary to protect Jewelcor's investment in Pathfinder. I also intend to communicate with other shareholders of Pathfinder regarding this matter. Again, I would request that you forward a copy of this letter to all of the directors of Pathfinder. Please be guided accordingly. Sincerely, Seymour Holtzman EX-99 4 pollock.txt Exhibit B August 6, 2001 Board of Directors Pathfinder Bancorp, Inc. 214 West First Street Oswego, NY 13126 Attention: Chris C. Gagas Ladies & Gentlemen: On behalf of the Board of Trustees of Fulton Savings Bank ("Fulton Savings"), I am writing to formally submit Fulton Savings' proposal to acquire 100% of the outstanding stock of Pathfinder Bancorp, Inc. ("Pathfinder"). As you know, I previously contacted you to indicate the interest of Fulton Savings in pursuing a business combination with Pathfinder, and by letter dated June 25, 2001 you advised us that Pathfinder was not interested in pursuing such a business combination. Nevertheless, the Fulton Savings Board of Trustees continues to be strongly committed to pursuing an acquisition of Pathfinder, and they directed me to contact you again and set forth with specificity the terms under which we would be prepared to proceed. As you know, Fulton Savings has a long-standing record of commitment to the communities it serves. Fulton Savings' board of trustees believes that a business combination with Pathfinder will create a strong, competitive local mutual savings bank that will continue its long-term commitment to our local markets. The terms of the proposed merger should serve to satisfy the fiduciary duties of the board of directors of Pathfinder to its minority stockholders as well as to its customer and to the local communities. TRANSACTION ISSUES Structure of Transaction. The transaction would be structured as a series of mergers with Fulton Savings being the resulting bank. The transaction will be structured as a tax-free organization and will be a purchase for accounting purposes. Consideration. Subject to our due diligence review of Pathfinder and full cooperation by the management and board of directors of Pathfinder, the public shareholders of Pathfinder will receive cash consideration valued at $17.00 per share for each of their shares of Pathfinder stock and the shares of Pathfinder owned by Pathfinder Bancorp, HMC will be cancelled as part of the merger. Our proposed consideration is based on the total amount of shares of Pathfinder held by the public (based upon Pathfinder's March 31, 2001 Form 10-Q) of 1,023,256. The price represents a substantial premium to Pathfinder's current market price and is particularly attractive to the minority stockholders because of the lack of liquidity in the public market in Pathfinder's stock. Moreover, based upon our analysis, this proposal would maximize the value received by the minority stockholders whereas a second step conversion would serve to dilute the minority stockholder position. Stock Options. Holders of the 84,000 stock options for Pathfinder's common stock granted under the stock option plan (based upon the information in Pathfinder's most recent Form 10-K), would receive cash at the close of the transaction in the amount equal to $17.00 less the option exercise price. Other Benefit Plans. We understand that Pathfinder has a number of qualified pension plans including an employee stock ownership plan as well as non-qualified plans. After a review of the terms of these plans, Fulton Savings will consider terminating or merging these plans consistent with the terms of the plans and applicable law. Proposed Timetable. Fulton Savings is prepared to proceed immediately to conduct its due diligence review of Pathfinder and to concurrently begin the preparation of the definitive merger agreement. We currently anticipate that the merger would be completed by the end of the first quarter of 2002. PERSONNEL ISSUES Management. We would attempt to minimize any disruption to your management and staff. It would be necessary, however, to consolidate support and administrative activities where possible. We will consider placing qualified employees of Pathfinder within the Fulton Savings organization. Areas of responsibility for these individuals will include realizing the synergies of the merger as well as ongoing banking responsibilities commensurate with their demonstrated professional capabilities. Description of Employee Benefits. Employees of Pathfinder who continue employment with Fulton Savings will be eligible to participate in the employee benefit plans as may be in effect generally for employees of Fulton Savings. Pathfinder employees who are employed by Fulton Savings will be given credit for service with Pathfinder for purposes of determining eligibility for participation and vesting but not for benefit accrual purposes. A description of Fulton Savings benefit plans will be provided at your request. OTHER ISSUES Continuing Role of Pathfinder's Board of Directors. We would like to discuss with Pathfinder's directors their continued service following the transaction as members of an Advisory Board. For the continued protection of the Pathfinder directors, Fulton Savings will consider purchasing reasonable director and officer liability coverage. Operating Restrictions Pending Closing. The definitive agreement would contain customary covenants requiring Pathfinder to operate its business in the usual and ordinary course of business consistent with past practice. In order to provide for a smooth transition we would require, in the definitive agreement, that a representative of Fulton Savings be permitted to attend meetings of the Board of Directors of Pathfinder. Proposed due Diligence Procedures. This indication of interest is based upon the publicly available information. Our indication of interest is subject to verification of the accuracy of such information and completion of a due diligence review of Pathfinder and its operations to our satisfaction. Other Conditions. Other than the conditions noted above, any transaction would be subject to the negotiation of a definitive agreement that would contain customary representations, warranties and conditions to closing, including receipt of regulatory and shareholder approval, as well as customary "deal protection" provisions and agreements. On behalf of the Board of Trustees, I want to emphasize that Fulton Savings is ready and able to move forward with all due speed to negotiate and conclude a transaction as outlined above. We believe that Fulton Savings clearly has the capital and the liquidity levels necessary to obtain the requisite regulatory approvals and to consummate the transaction quickly and successfully. Moreover, from the standpoint of expeditious regulatory approval, there is clear precedent for the acquisition of a mutual holding company by a mutual institution. By contrast, there has never been an acquisition of a mutual holding company by any entity other than a mutual institution. Accordingly, if Pathfinder is to pursue a business combination transaction, the only transaction that would pass regulatory scrutiny in a reasonable time frame, indeed if at all, would be an acquisition by a mutual institution such as Fulton Savings. But more importantly, we believe that a combined Fulton Savings/Pathfinder will greatly enhance our abilities to serve our communities and will provide a substantial premium to Pathfinder stockholders over the current market price. We urge you to give our proposal serious consideration. This expression of interest shall expire and be withdrawn unless a favorable response is received from Pathfinder's Board of Directors by August 27, 2001. We look forward to your early response to this indication of interest. Upon receiving an affirmative response to this letter, Fulton Savings intends to promptly commence a due diligence investigation and simultaneously enter into negotiations as described above with a view to promptly concluding a definitive agreement. We would be very pleased to answer any question or provide any additional information about our proposal. Thank you for your very kind consideration. Sincerely, Michael J. Pollock President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----