SC 13D 1 v476607_sc13d.htm SCHEDULE 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

 

 

FFBW, Inc.

 

(Name of Issuer)

 

Common Stock, $0.01 par value per share

 

(Title of Class of Securities)

 

30258M 107

 

(CUSIP Number)

  

Steven Lanter, Esq.

Luse Gorman, PC

5335 Wisconsin Avenue, N.W.

Suite 780

Washington, D.C. 20015

(202) 274-2000

 

(Name, Address, Telephone number of Person Authorized to Receive Notices and Communications)

  

October 10, 2017

 

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

 

 

(Continued on following pages)

Page 1 of 7 Pages

 

 

 

 
CUSIP NO. 30258M 10713D Page 2 of 7 Pages

 

1.

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

FFBW, MHC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANTTO ITEMS 2(D) OR 2(e)  ¨

 

Not Applicable

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

7.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER

 

3,636,875

8.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER

 

-0-

9.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER

 

3,636,875

10.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER

 

-0-

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,636,875

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

55.0%

14.

TYPE OF REPORTING PERSON

 

HC

 

 

 
CUSIP NO. 30258M 10713D Page 3 of 7 Pages

 

Item 1. Security and Issuer

 

The securities as to which this Schedule 13D (“Schedule”) relates are shares of common stock, $0.01 par value per share (“Common Stock”), of FFBW, Inc., a federal corporation (the “Issuer”). The address of the Issuer’s principal executive office is 1360 South Moorland Road, Brookfield, Wisconsin 53005.

 

Item 2. Identity and Background

 

This Schedule is filed on behalf of FFBW, MHC, a federally chartered mutual holding company (the “Company”). The Company’s principal business is the ownership of the majority of the Issuer’s shares of Common Stock. The business address of the Company is 1360 South Moorland Road, Brookfield, Wisconsin 53005.

 

Pursuant to General Instruction C of Schedule 13D, the following information is being provided with respect to each executive officer and director of the Company (“Insiders”):

 

 
CUSIP NO. 30258M 10713D Page 4 of 7 Pages

  

Directors and Executive Officers

 

Name

  

Occupation

Edward H. Schaefer   President and Chief Executive Officer of the Company
Nikola B. Schaumberg   Chief Financial Officer of the Company
David D. Rosenwald   Chief Lending Officer of the Company
Gary L. Wollenzien   Compliance/Internal Audit Officer
Duane R. Kilby   Vice President, Manager Residential; Lending
James A. Tarantino   Chairman of the Board; owner of senior living facilities
Kathryn Gutenkunst Brooks   Director; attorney
Stephen W. Johnson   Director; retired
Thomas C. Martin   Director; retired
Thomas L. McKeever   Director; dentist
Michael J. Pjevach   Director; executive of apparel company
Daniel D. Resheter, Jr.   Director; attorney
Gary D. Riley   Director; retired

 

(d)During the past five years, neither the Company nor any of the Insiders have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)During the past five years, neither the Company nor any of the Insiders have 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 a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

 

(f)All of the Insiders are U.S. citizens.

 

Item 3. Source and Amount of Funds or Other Consideration

 

The Issuer was formed in October 2017 for the purpose of becoming the holding company for First Federal Bank of Wisconsin (the “Bank”) and the Company was formed in October 2017 for the purpose of becoming the mutual holding company parent of the Issuer and the Bank. On October 10, 2017, pursuant to the Plan of Reorganization from a Mutual Savings Bank to a Mutual Holding Company and Stock Issuance Plan (the “Plan”), 3,636,875 shares of Common Stock of the Issuer were issued to the Company, and 2,950,625 shares of Common Stock of the Issuer were sold for $10.00 per share to depositors of the Bank and the Bank’s Employee Stock Ownership Plan and 25,000 shares of the Common Stock were contributed to the FFBW Community Foundation, Inc. (the “Stock Offering”).

 

Item 4. Purpose of Transaction

 

The primary purpose of the Issuer’s Stock Offering was to allow the Issuer and the Bank to grow through expanded operations.  In addition, the Stock Offering gives the Bank and the Issuer greater flexibility to structure and finance the expansion of operations.  Because the Issuer only issued a minority of its common stock for sale in the Stock Offering, the Bank’s mutual form of ownership and its ability to remain an independent savings bank and to provide community-oriented financial services is expected to be preserved.

 

 
CUSIP NO. 30258M 10713D Page 5 of 7 Pages

 

While the Company intends to exercise its rights as majority stockholder, neither the Company 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 or 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 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 Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above.

 

In the future, the Company and/or the Insiders may determine to purchase additional shares of the Issuer’s common stock (or other securities of the Issuer) or the Company 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.

 

Item 5. Interest in Securities of the Issuer

 

a.       As of October 10, 2017, the Company directly and beneficially owned 3,636,875 shares of the Issuer’s Common Stock, which represented 55.0% of the issued and outstanding shares of Common Stock on such date.

 

b.       The Company has the sole power to vote and the sole power to dispose of the shares of Common Stock it owns.

 

c.       Other than the issuance to the Company of the shares of Issuer’s Common Stock as of October 10, 2017, the Company has not effected any transaction in the Issuer’s Common Stock within the past 60 days.

 

d.       No person or entity other than the Company has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the shares of the Issuer’s Common Stock reported in this Schedule.

 

e.       Not applicable.

 

 
CUSIP NO. 30258M 10713D Page 6 of 7 Pages

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

As of the date of this Schedule, neither the Company nor any of the Insiders is a party to any contract, arrangement, understanding or relationship among themselves or with any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the Common Stock, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, the giving or withholding of proxies, or otherwise subject to a contingency the occurrence of which would give another person voting or investment power over the Common Stock.

 

Item 7. Material to be Filed as Exhibits

 

None.

 

 
CUSIP NO. 30258M 10713D Page 7 of 7 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement on Schedule 13D is true, complete and correct.

 

  FFBW, MHC  
       
       
Date: October 11, 2017 By: /s/ Edward H. Schaefer  
    Edward H. Schaefer  
    President and Chief Executive Officer