Greene County Bancorp Inc – ‘SC 13D’ on 1/7/99 re: Greene County Bancorp Inc

As of:  Thursday, 1/7/99   ·   Accession #:  943374-99-10   ·   File #:  5-55007

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General Statement of Beneficial Ownership   —   Schedule 13D
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              6±    21K 

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SC 13D
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SECURITIES AND EXCHANGE COMMISSION                                            
Washington, D.C.  20549                 

SCHEDULE 13D                
(Rule 13d-101)                

INFORMATION TO BE INCLUDED IN STATEMENTS                
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO                
FILED PURSUANT TO RULE 13d-2(a)                 

GREENE COUNTY BANCORP, INC.               

(Name of Issuer)              

COMMON STOCK, $.10 PAR VALUE PER SHARE              

(Title of Class of Securities)              

394357 10 7             
(CUSIP Number)              

Robert B. Pomerenk, Esq.              
Luse Lehman Gorman Pomerenk & Schick              
A Professional Corporation              
Suite 400               
5335 Wisconsin Avenue, N.W.               
Washington, D.C.  20015               
(202) 274-2000              

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

December 30, 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  that is the subject of this  Schedule  13D, and is filing this
schedule  because of Rule  13d-1(e),  13d-1(f) or 13d-1(g),  check the following
box.                                                                            

(Continued on following pages)              
Page 1 of 6 Pages               

1.   NAME OF REPORTING PERSON                                         
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON           

Greene County Bancorp, MHC     EIN: To be applied for       

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 PURSUANT TO ITEMS 2(d)
OR 2(e)                                                               

Not Applicable                                              

6.   CITIZENSHIP OR PLACE OF ORGANIZATION                             

New York                                                    

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

1,047,560                                                   

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                                                

1,047,560                                                   

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

-0-                                                         

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     

1,047,560                                                   

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

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)               

53.53%                                                      

14.  TYPE OF REPORTING PERSON                                         

HC                                                          

Item 1.  Security and Issuer                                                    

     The  securities  as to which this  Schedule  13D  ("Schedule")  relates are
     shares of common  stock,  $.10 par value  per share  ("Common  Stock"),  of
     Greene County Bancorp,  Inc., a Delaware stock  corporation (the "Issuer").
     The address of the Issuer's principal  executive office is 425 Main Street,
Catskill, New York 12414-1317.                                        

Item 2.  Identity and Background                                                

     This  Schedule  is filed on behalf of Greene  County  Bancorp,  MHC,  a New
York-chartered  mutual holding company (the "Company").  The Company's principal
business is to hold the majority of the  Issuer's  shares of Common  Stock.  The
business  address  of the  Company  is  425  Main  Street,  Catskill,  New  York
12414-1317.                                                                     

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

Trustees                                                                        

Name           Occupation                         

Walter H. Ingalls   Retired Lumber Company President                            

     J. Bruce  Whittaker  President  and Chief  Executive  Officer,  The Bank of
Greene County                                                                   

                  Richard J. Buck          Retired Partner, Insurance Agency

       Raphael Klein       Retired Movie Theater Owner

                Paul Slutzky        General Manager-Construction Company

     Anthony Camera, Jr. Retired President and Chief Executive  Officer,  Mutual
Insurance Company                                                               

Dennis R. O'Grady   Pharmacist/Co-Owner-Mikhitarian Pharmacy                    

                  Martin C. Smith          Employee-Main Bros. Oil Co., Inc.

Executive Officers Who Are Not Trustees                                         

Name           Current Position                   

        Bruce P. Egger      Vice President and Secretary

             Edmund L. Smith, Jr.     Vice President and Treasurer

       Daniel T. Sager          Vice President-Lending

     (d) During the past five years,  neither the Company nor 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 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                      

     On December 30, 1998, the Issuer was formed for the purpose of becoming the
stock holding  company of The Bank of Greene County (the "Bank") and the Company
was formed for the purpose of becoming the mutual holding  company parent of the
Issuer.  Pursuant to the Plan of  Reorganization  for a Mutual Savings Bank to a
Mutual Holding  Company and Stock Issuance Plan (the "Plan of  Reorganization"),
the  Bank  became  a  wholly-owned  subsidiary  of the  Issuer,  which  became a
majority-owned   subsidiary  of  the  Company  (the  "Mutual   Holding   Company
Reorganization").  On December 30, 1998,  1,047,560  shares of Common Stock were
issued  to the  Company,  and  909,497  shares of Common  Stock  were  issued to
depositors of the Bank and others.                                              

Item 4.  Purpose of Transaction                                                 

     The primary  purpose of the Mutual Holding  Company  Reorganization,  which
involved  the  conversion  of the bank from a mutual form of  organization  to a
stock form of organization and the  establishment of the Issuer and the Company,
was to  establish  a  structure  that will enable the Bank to compete and expand
more effectively in the financial services marketplace, and that will enable the
Bank's  depositors,  employees,  management  and  directors  to obtain an equity
ownership  interest in the Bank. The mutual holding company structure  permitted
the Issuer to sell capital stock,  which is a source of capital not available to
a mutual  savings  bank.  The  transaction  also  gives the Bank and the  Issuer
greater  flexibility  to  structure  and finance the  expansion  of  operations,
including the potential  acquisition  of other  financial  institutions,  and to
diversify  into other  financial  services.  Because  the Issuer  only  issued a
minority  of  the  Common  Stock  for  sale  in  the  Mutual   Holding   Company
Reorganization, the Bank's mutual form of ownership and its ability to remain an
independent  savings  association  and to provide  community-oriented  financial
services is expected to be preserved.                                           

     However,  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 deleted 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 Exchange  Act; 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.                                                                    

SC 13D
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Item 5.  Interest in Securities of the Issuer                                   

     a. As of December 30, 1998,  the Company  directly and  beneficially  owned
1,047,560 shares of the Issuer's Common Stock,  which represented  53.53% 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 owned by it.                                         

     c. Other than the issuance to the Company of the shares of Issuer's  Common
Stock as of December 30, 1998,  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.                                                    

     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.                                                                   

SC 13D
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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.                        

              GREENE COUNTY BANCORP, MHC

By:         
                J. Bruce Whittaker
                                     President and Chief Executive Officer

Date: January __, 1999                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		1/7/99							None on these Dates
		12/30/98		1		2
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