Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 BV FINANCIAL, INC. ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE ------------------------------------------------------------------------------- (Title of Class of Securities) 05603E109 --------------- (CUSIP Number) EDMUND T. LEONARD CHAIRMAN AND CHIEF FINANCIAL OFFICER BV FINANCIAL, INC. BAY-VANGUARD, M.H.C. 1230 LIGHT STREET BALTIMORE, MARYLAND 21230 (410) 547-1088 ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 12, 2005 ------------------------------------------------------ (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) 2 SCHEDULE 13D CUSIP No. 05603E1109 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bay-Vanguard, M.H.C. Being Applied For -------------------------------------------------------------------------------- 2 CHECK BOX IF A MEMBER OF A GROUP (a) /_/ (b) /_/ -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 -------------------------------------------------------------------------------- 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 1,454,750 SHARES ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH ------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,454,750 WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,454,750 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/ -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 55% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC,CO -------------------------------------------------------------------------------- 2 3 ITEM 1. Security and Issuer. -------------------- This Schedule 13D relates to the shares of common stock, par value $.01 per share, of BV Financial, Inc. (the "Issuer" or the "Company"), a federally chartered corporation. The principal executive office of the Issuer is located at 7114 North Point Road, Baltimore, Maryland 21219. ITEM 2. Identity and Background. ------------------------ This Schedule 13D is being filed by Bay-Vanguard, M.H.C. (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 7114 North Point Road, Baltimore, Maryland 21219. 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. -------------------------------------------------- On January 12, 2005, the Issuer sold 1,454,750 shares of common stock to the MHC in exchange for 100 shares of common stock of Bay-Vanguard Federal Savings Bank (the "Bank") stock. On January 12, 2005, the Insiders also purchased shares of common stock from the Issuer. All purchases by the Insiders were from personal funds. ITEM 4. Purpose of Transaction. ----------------------- The primary purpose of the reorganization of the Bank from the mutual form to the mutual holding company form of organization 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 the Bank to obtain an equity ownership interest in the Bank. Because the Issuer only sold a minority of the common stock to the public, the Bank's mutual 3 4 form of ownership and its ability to remain an independent savings bank and to provide community-oriented financial services will 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. ------------------------------------- (a) - (b) The MHC beneficially owns (with sole voting and dispositive power) 1,454,750 shares of the Issuer's common stock or 55% 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 January 12, 2005. 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. 4 5 NUMBER OF PERCENT OF SHARES COMMON STOCK NAME OWNED OUTSTANDING -------------- ------------- Michael J. Birmingham, III.............. 5,000 * Daniel J. Gallagher, Jr................. 2,097 * Robert R. Kern, Jr...................... 5,000 * Edmund J. Kowalewski.................... 1,000 * Edmund T. Leonard....................... 10,000 * Brian K. McHale......................... 1,000 * Carolyn M. Mroz......................... 10,000 * Anthony J. Narutowicz................... 1,000 * Jerry S. Sopher......................... 5,000 * Catherine M. Staszak.................... 790 * * Represents less than 1% of shares outstanding. (c) Other than the purchase of such shares by the MHC and the Insiders on January 12, 2005, 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 to Securities of the Issuer. ------------------------------------------------------------------ Not applicable. ITEM 7. Material to be Filed as Exhibits. ---------------------------------- Not applicable. 5 7 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. BAY-VANGUARD, M.H.C. Date: January 21, 2005 By: /s/ Edmund T. Leonard ------------------------------------ Edmund T. Leonard Chairman and Chief Financial Officer 8 DIRECTORS AND EXECUTIVE OFFICERS OF BAY-VANGUARD, M.H.C. --------------------------------------------------------- The names, business address and present principal occupation of each director, executive officer and controlling person of Bay-Vanguard, M.H.C. are set forth below. All persons are citizens of the United States. NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- Michael J. Birmingham, III 7114 North Point Road Director of BV Financial, Inc., Bay-Vanguard, M.H.C. Baltimore, Maryland 21219 and Bay-Vanguard Federal Savings Bank; owner of MJ Birmingham Company, a construction company located in Baltimore, Maryland. Daniel J. Gallagher, Jr. 7114 North Point Road Director of BV Financial, Inc., Bay-Vanguard, M.H.C. Baltimore, Maryland 21219 and Bay-Vanguard Federal Savings Bank; Senior Vice President of Bay-Vanguard Federal Savings Bank. Robert R. Kern, Jr. 7114 North Point Road Director of BV Financial, Inc., Bay-Vanguard, M.H.C. Baltimore, Maryland 21219 and Bay-Vanguard Federal Savings Bank; partner at the law firm of Gallagher, Evelius & Jones, LLP, located in Baltimore, Maryland. Edmund J. Kowalewski 7114 North Point Road Director of BV Financial, Inc., Bay-Vanguard, M.H.C. Baltimore, Maryland 21219 and Bay-Vanguard Federal Savings Bank; retired. Edmund T. Leonard 7114 North Point Road Chairman and Chief Financial Officer of BV Financial, Baltimore, Maryland 21219 Inc., Bay-Vanguard, M.H.C. and Bay-Vanguard Federal Savings Bank. Brian K. McHale 7114 North Point Road Director of BV Financial, Inc., Bay-Vanguard, M.H.C. Baltimore, Maryland 21219 and Bay-Vanguard Federal Savings Bank; steamship clerk with International Longshoremen's Association Local 953 located in Baltimore, Maryland and a state delegate to the Maryland General Assembly. Carolyn M. Mroz 7114 North Point Road President, Chief Executive Officer and Director of BV Baltimore, Maryland 21219 Financial, Inc., Bay-Vanguard, M.H.C. and Bay-Vanguard Federal Savings Bank. Anthony J. Narutowicz 7114 North Point Road Director of BV Financial, Inc., Bay-Vanguard, M.H.C. Baltimore, Maryland 21219 and Bay-Vanguard Federal Savings Bank; President of F&M Enterprises, Inc., located in Edgemere, Maryland, which owns various retail establishments and several rental properties. Jerry S. Sopher 7114 North Point Road Director of BV Financial, Inc., Bay-Vanguard, M.H.C. Baltimore, Maryland 21219 and Bay-Vanguard Federal Savings Bank; self-employed attorney practicing in Baltimore, Maryland. Catherine M. Staszak 7114 North Point Road Director of BV Financial, Inc., Bay-Vanguard, M.H.C. Baltimore, Maryland 21219 and Bay-Vanguard Federal Savings Bank; realtor for Coldwell Banker in Baltimore, Maryland.