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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SI FINANCIAL GROUP, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
78426W102
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(CUSIP Number)
RHEO A. BROUILLARD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SI FINANCIAL GROUP, INC.
SI BANCORP, MHC
803 MAIN STREET
WILLIMANTIC, CONNECTICUT 06226
(860) 423-4581
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
SEPTEMBER 30, 2004
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 for other
parties to whom copies are to be sent.
(Continued on following pages)
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CUSIP No. 78425W102
SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SI BANCORP, MHC
06-1596073
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) /_/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) /_/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
NUMBER OF 7,286,975
SHARES
BENEFICIALLY -----------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
7,286,975
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,286,975
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
58%
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14 TYPE OF REPORTING PERSON
HC, CO
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ITEM 1. SECURITY AND ISSUER.
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This Schedule 13D relates to the shares of common stock, par value $.01 per
share, of SI Financial Group, Inc.(the "Issuer" or the "Company"), a federally
chartered corporation. The principal executive office of the Issuer is located
at 803 Main Street, Willimantic, Connecticut 06226.
ITEM 2. IDENTITY AND BACKGROUND.
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This Schedule 13D is being filed by SI Bancorp, MHC (the "MHC"), a
federally chartered mutual holding company. The MHC's principal business is to
hold a majority of the Issuer's shares of common stock. The principal office of
the MHC is located at 803 Main Street, Willimantic, Connecticut 06226. During
the past five years the MHC has not been convicted in a criminal proceeding nor
has the MHC been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and, as a result of such proceeding, been 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 finding any violation with respect to such laws.
Attached as Schedule I hereto and incorporated herein by reference is a
list containing certain information with respect to each director and executive
officer of the MHC (the "Insiders"). To the MHC's knowledge, each of the
Insiders is a United States citizen, and none of such Insiders has, during the
past five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor have the Insiders been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, been 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 finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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On September 30, 2004, the Issuer sold 5,025,500 shares of common stock to
the public at $10.00 per share and sold 7,286,975 shares of common stock to the
MHC at $0.01 per share. The funds for the purchase of the shares by the MHC came
from its initial capitalization. All purchases by the Insiders were from
personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
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The primary purpose of the stock offering was to establish a structure that
will result in the raising of additional capital to support future lending and
operational growth and may also support possible future branching activities or
acquisitions. The stock offering will also enable the employees and officers of
Savings Institute Bank and Trust Company (the "Savings Bank"), the wholly-owned
subsidiary of the Company, to obtain an equity ownership interest in the Savings
Bank. Because the Issuer only sold a minority of the common stock to the public,
the
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Savings 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.
Although the MHC and the Insiders intend to exercise their rights as
stockholders, neither the MHC 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, 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 to be 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 Exchange Act; or (j) any
action similar to any of those enumerated above.
In the future, the MHC and/or the Insiders may determine to purchase
additional shares of the Issuer's common stock (or other securities of the
Issuer) or the MHC 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.
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(a) - (b) The MHC beneficially owns (with sole voting and dispositive
power) 7,286,975 shares of the Issuer's common stock or 58% of the outstanding
shares. The following table provides information about the shares of Company
common stock that may be considered to be owned by each Insider as of September
30, 2004. A person may be considered to own any shares of common stock over
which he or she has, directly or indirectly, sole or shared voting or investment
power. Unless otherwise indicated, each of the named individuals has sole voting
and investment power with respect to the shares shown.
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NUMBER OF PERCENT OF
SHARES COMMON STOCK
NAME OWNED OUTSTANDING
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Rheo A. Brouillard...................... 23,850(1) *
Robert C. Cushman, Sr................... 5,000 *
Roger Engle............................. 14,073(2) *
Donna M. Evan........................... 10,000 *
Robert O. Gillard....................... 12,427(3) *
Henry P. Hinckley....................... 5,000 *
Brian J. Hull........................... 15,302 *
Steven H. Townsend...................... - *
Everett A. Watson....................... 525(4) *
* Represents less than 1% of shares outstanding.
(1)Includes 1,000 shares held by Mr. Brouillard's spouse and 2,850
shares held by Mr. Brouillard's spouse's individual retirement
account.
(2)Includes 73 shares held by Mr. Engle's spouse in a custodial account
for the benefit of Mr. Engle's children.
(3)Includes 4,409 shares held by Mr. Gillard's spouse's individual retirement
account.
(4)Includes 25 shares held by Mr. Watson's spouse.
(c) Other than the purchase of such shares by the MHC and the Insiders on
September 30, 2004, neither the MHC nor the Insiders have effected any
transaction in the Issuer's common stock within the past 60 days.
(d) No person other than the MHC has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the securities owned by the MHC as described in Item 5(a)-(b) above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER.
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Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Not applicable.
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SIGNATURE
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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.
SI BANCORP, MHC
Date: October 8, 2004 By: /s/ Brian J. Hull
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Brian J. Hull
Executive Vice President, Chief Financial
Officer and Treasurer
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF SI BANCORP, MHC
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The names, business address and present principal occupation of each
director, executive officer and controlling person of SI Bancorp, MHC are set
forth below. All persons are citizens of the United States.
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
Rheo A. Brouillard 803 Main Street President and Chief Executive Officer of SI Financial
Willimantic, Connecticut Group, Inc., SI Bancorp, MHC and
Savings Institute Bank and Trust Company.
Brian J. Hull 803 Main Street Executive Vice President, Chief Financial Officer and
Willimantic, Connecticut Treasurer of SI Financial Group, Inc. and SI Bancorp,
06226 MHC and Executive Vice President and Chief Financial
Officer of Savings Institute Bank and Trust Company.
Robert C. Cushman, Sr 803 Main Street Director of SI Financial Group, Inc., SI Bancorp, MHC
Willimantic, Connecticut and Savings Institute Bank and Trust Company; retired.
06226
Roger Engle 803 Main Street Director of SI Financial Group, Inc., SI Bancorp, MHC
Willimantic, Connecticut and Savings Institute Bank and Trust Company; retired.
06226
Donna M. Evan 803 Main Street Director of SI Financial Group, Inc., SI Bancorp, MHC
Willimantic, Connecticut and Savings Institute Bank and Trust Company; sales
06226 manager for Nutmeg Broadcasting, the owner of a commercial radio
station located in Willimantic, Connecticut.
Robert O. Gillard 803 Main Street Director of SI Financial Group, Inc., SI Bancorp, MHC and
Willimantic, Connecticut Savings Institute Bank and Trust Company; Chairman
06226 of The O.L. Willard Co., Inc., a full-service hardware
store with locations in Storrs and Willimantic,
Connecticut.
Henry P. Hinckley 803 Main Street Chairman of the Board of SI Financial Group, Inc., SI
Willimantic, Connecticut Bancorp, MHC and Savings Institute Bank and Trust
06226 Company; President of J.P. Mustard Agency, Inc., an
insurance agency located in Willimantic, Connecticut.
Steven H. Townsend 803 Main Street Director of SI Financial Group, Inc., SI Bancorp, MHC
Willimantic, Connecticut and Savings Institute Bank and Trust Company;
06226 Chairman of the Board and Chief Executive Officer of
United Natural Foods, Inc., a distributor of natural and
organic foods and related products located in Dayville,
Connecticut.
Everett A. Watson 803 Main Street Director of SI Financial Group, Inc., SI Bancorp, MHC
Willimantic, Connecticut and Savings Institute Bank and Trust Company; retired.
06226
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