-----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, WVRf+mAfs5/5RluFuTnrQs5FJ5dzM/WCuuVrYMhQJwH+FEwRK9X2fyb+tnEDl1fX l9gspwIuYtFEopcELK3qLA== 0001056590-98-000009.txt : 19980601 0001056590-98-000009.hdr.sgml : 19980601 ACCESSION NUMBER: 0001056590-98-000009 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980529 SROS: NASD GROUP MEMBERS: EVELYN HOLTZMAN GROUP MEMBERS: JEWELCOR INC. GROUP MEMBERS: JEWELCOR MANAGEMENT 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 SEC ACT: SEC FILE NUMBER: 005-53023 FILM NUMBER: 98634768 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 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 BUSINESS PHONE: 7178226277 MAIL ADDRESS: STREET 1: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D 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 (717) 822-6277 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 27, 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 subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) or (4), check the following box. Check the following box if a fee is being paid with the statement. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (see Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. 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). (Continued on following pages) Page 1 of 13 pages Index to Exhibits on Page SCHEDULE 13D CUSIP No. 70320A 10 3 Page 2 of Pages 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." SCHEDULE 13D CUSIP No. 70320A 10 3 Page 3 of Pages 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 Page 4 of Pages 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON "Jewelcor Management, Inc." Federal Identifiction 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 200,714 NUMBER OF 8 SHARED VOTING POWER SHARES - 0 - BENEFICIALLY OWNED BY 9 SOLE DISPOSITIVE POWER EACH 200,714 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,714 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.98% 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 Page 5 of Pages 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 Page 6 of Pages 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* 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. 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 Statement on Schedule 13D ("Schedule 13D") relates to the common stock (the "Common Stock") of Pathfinder Bancorp, Inc. ("Pathfinder"). Pathfinder's principal executive offices are located at 214 West First Street, Oswego, New York 13126. Item 2. Identity and Background. This Statement is being filed on behalf of Jewelcor Management, Inc., a Nevada Corporation ("JMI"). JMI is a wholly owned subsidiary of Jewelcor Inc., which is a wholly owned subsidiary of S.H. Holdings, Inc. (each, a "Company" and collectively, the "Companies"). The Companies are located at 100 N. Wilkes-Barre Boulevard, Wilkes-Barre, Pa 18702. Seymour Holtzman and Evelyn Holtzman, his wife, own, as tenants by the entirety, a majority interest of S.H. Holdings, Inc. Mr. Holtzman is the President and Chairman of the Board of Directors of each of the Companies. James Verano is the Vice President, the Treasurer and a Director of each of the Companies. Maria Sciandra is the Secretary and a Director of each of the Companies. During the five years immediately prior to the date hereof, neither the Reporting Person nor, to their best knowledge, any of the other persons whose names are set forth in Schedule I, (i) has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to judgment, decree or final order enjoining future violations of, prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Holtzman and Mrs. Holtzman are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration. In October of 1996, Jewelcor Management and Consulting, Inc. ("JM&C"), a Pennsylvania Corporation, transferred all of its 145,800 shares of Oswego City Savings Bank ("Oswego") to JMI, said transfer having occurred prior to Oswego becoming a wholly owned subsidiary of Pathfinder. On December 30, 1997, Pathfinder acquired all of the issued and outstanding common stock of Oswego in connection with Oswego's reorganization into the mid-tier form mutual holding company ownership. At that time, each share of outstanding Oswego common stock was automatically converted into one share of the Pathfinder's common stock. JM&C and JMI are affiliated companies. Both entities are wholly owned subsidiaries of Jewelcor Inc. which is a wholly owned subsidiary of S.H. Holdings Inc. As stated above, Mr. Holtzman and Mrs. Holtzman own a majority interest in S.H. Holdings, as tenants by the entirety. JM&C has the same officers and directors as does JMI. From January 10, 1996 to March 29, 1997, JMI purchased 33,072 shares of Oswego at an aggregate cost of $315,885.35. The aforesaid purchases were executed using funds borrowed by JMI against its margin account with Bear Stearns Securities. Since June 4, 1997, JMI has sold 48,963 shares of the Issuer. Also, on February 5, 1998, JMI was issued 70,805 shares of Pathfinder in a 3:2 stock split. Item 4. Purpose of Transaction The Reporting Person has, at this time, acquired its respective shares of common stock (the "Common Stock") of Pathfinder Bancorp, Inc. (the "Company") for the purpose of investment. The Reporting Person is evaluating, and expects to continue to evaluate, its respective perceptions of the investment potential of the Common Stock and, depending on various factors including the results of such evaluation, the Company's business prospects and financial position, other developments concerning the Company, the price level of the Common Stock, available opportunities to acquire or dispose of the Common Stock or realize trading profits, conditions in the securities markets and general economic and industry conditions, reinvestment opportunities and developments relating to its respective businesses, the Reporting Person may in the future take such actions with respect to such holdings in the Company as it deems appropriate in light of the circumstances existing from time to time. Such actions may include the purchase of additional shares of Common Stock in the open market, through privately negotiated transactions with third parties or otherwise, or the sale at any time, in the open market, through privately negotiated transactions with third parties or otherwise, of all or a portion of the Common Stock now owned or hereafter acquired. Item 5. Interest in Securities of the Issuer. As of May 27, 1998, JMI beneficially owns an aggregate of 200,714 shares of Common Stock. Based upon Pathfinder's Form 14-A filed March 30, 1998, which reports the number of outstanding shares of the Pathfinder to be 2,874,999, JMI beneficially owns approximately 6.98% of said outstanding shares. The responses of the Reporting Person to Items (7) through (11) of the cover pages to this Schedule 13D relating to the beneficial ownership of shares of Common Stock of the Issuer are incorporated herein by reference. Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer. Item 7. Material to be Filed as Exhibits. See Exhibit A for a list of transactions. 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: May 28, 1998 /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
Exhibit A LIST OF TRANSACTIONS TOTAL COST/ PURCHASED/SOLD NUMBER OF SHARES DATE PURCHASED THROUGH PURCHASED/ WITH COMMISSION - -------------- --------- ---------------- --------------- JEWELECOR MGT. INC. 1/10/96 500 5,166.25 1/24/96 1,500 14,698.75 1/26/96 7,200 70,459.00 2/7/96 2,034 19,668.36 2/8/96 10,838 104,692.99 4/2/96 10,000 88,125.00 10/96 *145,800 3/29/97 1,000 13,075.00 6/4/97 <3,000> <40,033.66> 8/6/97 <3,500> <53,183.22> 8/19/97 <2,600> <40,933.63> 8/26/97 <4,600> <76,802.43> 1/22/98 <23,563> <656,796.73> 2/5/98 **70,805 2/19/98 <2,000> <39,928.66> 2/20/98 <1,500> <30,321.49> 2/24/98 <1,000> <20,714.30> 2/27/98 <1,000> <20,964.30> 3/4/98 <1,500> <31,446.45> 3/13/98 <1,000> <20,964.30> 3/26/98 <3,000> <68,892.70> 5/27/98 <700> <16,071.46> ------ ------------ TOTAL SHARES: 201,414 * SHARES TRANSFERRED FROM JEWELCOR MANAGEMENT AND CONSULTING,INC. ** SHARES ISSUED AS RESULT OF 3:2 STOCK SPLIT
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