SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
United Community Bancorp
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
90984H 10 3
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(CUSIP Number)
William F. Ritzmann
President and Chief Executive Officer
United Community MHC
92 Walnut Street
Lawrenceburg, Indiana 47025
(812) 537-4822
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 30, 2006
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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 ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box /_/.
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CUSIP No. 90984H 10 3
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SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
United Community MHC
Being Applied For
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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
ITEMS 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 4,655,200
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,655,200
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,655,200
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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);
55.0%
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14 TYPE OF REPORTING PERSON
HC, CO
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2
Item 1. Security and Issuer.
This Schedule 13D relates to the shares of common stock, par value
$0.01 per share, of United Community Bancorp (the "Issuer" or the "Company"), a
federally chartered corporation. The principal executive office of the Issuer is
located at 92 Walnut Street, Lawrenceburg, Indiana 47025.
Item 2. Identity and Background.
This Schedule 13D is being filed by United Community 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 92 Walnut Street, Lawrenceburg, Indiana 47025. 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 Insider is a
United States citizen, and no Insider has, during the past five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor has any Insider 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 March 30, 2006, United Community Bank (the "Bank") reorganized from
the mutual to mutual holding company structure in accordance with the Bank's
Amended and Restated Plan of Reorganization and Stock Issuance (the "Plan").
Pursuant to the Plan, the Bank converted to stock form and the Issuer and the
MHC were established. In connection with the reorganization, the Issuer issued a
total of 8,464,000 shares of common stock of which 4,655,200 shares were issued
to the MHC in exchange for the MHC's ownership of 100% of the Bank's common
stock. On March 30, 2006, the Insiders also purchased shares of common stock
from the Issuer. All purchases by 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 form of ownership and its ability to remain an independent
savings bank and to provide community-oriented financial services will be
preserved.
3
Although the MHC and the Insiders intend to exercise their rights as
stockholders, neither the MHC nor any Insider currently has 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 Securities Exchange Act of
1934, as amended; 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 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) 4,655,200 shares of the Issuer's common stock or 55.0% of the outstanding
shares. The following table provides information about the shares of common
stock that may be considered to be owned by each Insider as of March 30, 2006. 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
Number of Percent of
Shares Common Stock
Name Owned Outstanding
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William F. Ritzmann...................................... 40,000 *
Ralph B. Sprecher........................................ 27,000 *
Robert J. Ewbank......................................... 50,000 (1) *
William S. Gehring....................................... 5,100 *
Jerry W. Hacker.......................................... 30,000 (2) *
Elmer G. McLaughlin...................................... 31,737 (3) *
Anthony C. Meyer......................................... 15,000 *
Larry L. Miller.......................................... 10,000 *
Henry G. Nanz............................................ 30,000 (4) *
George M. Seitz.......................................... 35,000 *
Eugene B. Seitz, II...................................... 30,000 *
Richard C. Strzynski..................................... 30,000 (5) *
Frank E. Weismiller, Jr.................................. 60,000 *
Vicki A. March........................................... 22,265 *
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* Represents less than 1%.
(1) Includes 29,700 shares held by Mr. Ewbank's business and 5,300
shares held by Mr. Ewbank's spouse.
(2) Includes 6,000 shares held by Mr. Hacker's spouse's IRA.
(3) Includes 10,000 shares held by Mr. McLaughlin's spouse.
(4) Includes 15,000 shares held by Mr. Nanz's spouse.
(5) Includes 15,000 shares held by Mr. Strzynski's spouse.
(c) Other than the acquisition of such shares by the MHC and the
Insiders on March 30, 2006, neither the MHC nor any Insider has effected any
transaction relating to 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
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.
UNITED COMMUNITY MHC
Date: April 4, 2006 By: /s/ William F. Ritzmann
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William F. Ritzmann
President and Chief Executive Officer
Schedule I
Directors and Executive Officers of United Community MHC
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The name, business address and present principal occupation of each
director, executive officer and controlling person of United Community MHC are
set forth below.
Name Business Address Principal Occupation
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William F. Ritzmann 92 Walnut Street Director, President and Chief Executive Officer
Lawrenceburg, Indiana 47025 of United Community Bank, United Community
Bancorp and United Community MHC; Director and
President of UCB Charitable Foundation.
Ralph B. Sprecher 92 Walnut Street Chairman of the Board of United Community Bank,
Lawrenceburg, Indiana 47025 United Community Bancorp and United Community
MHC; retired.
Robert J. Ewbank 92 Walnut Street Director of United Community Bank, United
Lawrenceburg, Indiana 47025 Community Bancorp, United Community MHC and UCB
Charitable Foundation; Partner in law firm of
Ewbank, Kramer & Dornette LLP.
William S. Gehring 92 Walnut Street Director of United Community Bank, United
Lawrenceburg, Indiana 47025 Community Bancorp and United Community MHC;
retired.
Jerry W. Hacker 92 Walnut Street Director of United Community Bank, United
Lawrenceburg, Indiana 47025 Community Bancorp, United Community MHC and UCB
Charitable Foundation; Owner and President of
Dee's Delights, Inc.
Elmer G. McLaughlin 92 Walnut Street Director, Executive Vice President, Chief
Lawrenceburg, Indiana 47025 Operating Officer and Corporate Secretary of
United Community Bank, United Community Bancorp
and United Community MHC; Director and Secretary
of UCB Charitable Foundation.
Anthony C. Meyer 92 Walnut Street Director of United Community Bank, United
Lawrenceburg, Indiana 47025 Community Bancorp and United Community MHC; Judge
for State of Indiana.
Larry L. Miller 92 Walnut Street Director of United Community Bank, United
Lawrenceburg, Indiana 47025 Community Bancorp and United Community MHC;
retired.
Henry G. Nanz 92 Walnut Street Director of United Community Bank, United
Lawrenceburg, Indiana 47025 Community Bancorp and United Community MHC; Real
estate developer.
George M. Seitz 92 Walnut Street Director of United Community Bank, United
Lawrenceburg, Indiana 47025 Community Bancorp and United Community MHC;
Officer and co-owner of Seitz Agency, Inc.
insurance agency.
Eugene B. Seitz, II 92 Walnut Street Director of United Community Bank, United
Lawrenceburg, Indiana 47025 Community Bancorp, United Community MHC and UCB
Charitable Foundation; Officer and co-owner of
Seitz Agency, Inc. insurance agency.
Richard C. Strzynski 92 Walnut Street Director of United Community Bank, United
Lawrenceburg, Indiana 47025 Community Bancorp and United Community MHC;
Certified Public Accountant.
Frank E. Weismiller, Jr. 92 Walnut Street Director of United Community Bank, United
Lawrenceburg, Indiana 47025 Community Bancorp and United Community MHC;
retired.
Vicki A. March 92 Walnut Street Senior Vice President, Chief Financial Officer
Lawrenceburg, Indiana 47025 and Treasurer of United Community Bank, United
Community Bancorp and United Community MHC;
Treasurer of UCB Charitable Foundation.