SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
United Financial Bancorp, 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)
91030R 10 3
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(CUSIP Number)
Robert B. Pomerenk, Esq.
Luse Gorman Pomerenk & Schick
A Professional Corporation
Suite 400
5335 Wisconsin Avenue, NW
Washington, D.C. 20015
(202) 274-2000
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(Name, Address, Telephone number of Person Authorized to Receive
Notices and Communications)
July 12, 2005
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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 which is the subject of this Schedule 13D, and if filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
(Continued on following pages)
Page 1 of 6 Pages
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CUSIP NO. 91030R 10 3 13D Page 2 of 6 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
United Mutual Holding Company EIN:
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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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(D)
OR 2(e)
Not Applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
9,189,722
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
-0-
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
9,189,722
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,189,722
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CUSIP NO. 91030R 10 3 13D Page 3 of 6 Pages
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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)
53.4%
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14. TYPE OF REPORTING PERSON
HC
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Item 1. Security and Issuer
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The securities as to which this Schedule 13D ("Schedule") relates are
shares of common stock, par value $0.01 per share ("Common Stock"), of United
Financial Bancorp, Inc., a federal corporation (the "Issuer"). The address of
the Issuer's principal executive office is 95 Elm Street, West Springfield,
Massachusetts 01089.
Item 2. Identity and Background
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This Schedule is filed on behalf of United Mutual Holding Company, 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 95 Elm Street, West
Springfield, Massachusetts 01089.
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"):
Directors and Executive Officers
Name Occupation
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Robert W. Bozenhard, Jr. Partner: law firm of Bozenhard, Socha & Ely
Michael F. Crowley President: Crowley Real Estate Appraisers, Inc.
Carol Moore Cutting Owner, President and General Manager: Cutting Edge
Broadcasting, Inc.
Donald G. Helliwell Retired
George W. Jones Retired
Carol A. Leary President: Bay Path College
G. Todd Marchant Financial Consultant: Grigsby and Smith
Kevin E. Ross Vice President and Treasurer: Ross Insurance
Agency, Inc.
Robert A. Stewart, Jr. President: Chase, Clarke, Stewart & Fontana, Inc.,
an insurance agency
Thomas H. Themistos Principal: Themistos & Dane, PC, an accounting firm
Michael F. Werenski President and Treasurer: Marion & Werenski
Insurance and Real Estate Agency, Inc.
Richard B. Collins President, Chief Executive Officer and Director of
the Company
Donald F.X. Lynch Executive Vice President, Chief Financial Officer
and Corporate Secretary of the Company
Laurie J. Rollins Treasurer of the Company
(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
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CUSIP NO. 91030R 10 3 13D Page 4 of 6 Pages
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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
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The Issuer was formed in April 2004 for the purpose of becoming the stock
holding company of United Bank (the "Bank") and the Company was formed in April
2004 for the purpose of becoming the mutual holding company parent of the
Issuer. On July 12, 2005 and pursuant to the Plan of Stock Issuance (the
"Plan"), 9,189,722 shares of Common Stock were issued to the Company, and
7,672,153 shares of Common Stock were issued to depositors of the Bank and
others (the "Stock Offering").
Item 4. Purpose of Transaction
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The primary purpose of the Issuer's Stock Offering was to allow the Issuer
and the Bank to grow through expanded operations, as well as through increased
branching and acquisitions. In addition, the Stock Offering 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 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.
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.
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CUSIP NO. 91030R 10 3 13D Page 5 of 6 Pages
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Item 5. Interest in Securities of the Issuer
a. As of July 12, 2005, the Company directly and beneficially owned
9,189,722 shares of the Issuer's Common Stock, which represented 53.4% 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 July 12, 2005, 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
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Respect to Securities of the Issuer
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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
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None.
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CUSIP NO. 91030R 10 3 13D Page 6 of 6 Pages
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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.
UNITED MUTUAL HOLDING COMPANY
By: /s/ Richard B. Collins
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Richard B. Collins
President and Chief Executive Officer
Date: July 12, 2005