Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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)

(Amendment No. 1)

Pilgrim Bancshares, Inc.

(Name of Issuer)

(Title of Class of Securities)

72143J105

(CUSIP Number)

LAWRENCE B. SEIDMAN

100 Lanidex Plaza, 1st Floor

Parsippany, New Jersey 07054

(973) 952-0405

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 4, 2019

(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 .

1	NAME OF REPORTING PERSONS   Seidman and Associates, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) x                                 (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                       0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                                                         0%
14	TYPE OF REPORTING PERSON   OO

 

 

 

1	NAME OF REPORTING PERSONS   Seidman Investment Partnership, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x                           (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   PN

 

 

1	NAME OF REPORTING PERSONS   Seidman Investment Partnership II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) x                           (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   PN

 

1	NAME OF REPORTING PERSONS   LSBK06-08, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) x                                 (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS       WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION       Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER    0
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER                0
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   OO

1	NAME OF REPORTING PERSONS   Broad Park Investors, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) x                            (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION       New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    0%
14	TYPE OF REPORTING PERSON   OO

 

 

 

 

1	NAME OF REPORTING PERSONS       Chewy Gooey Cookies, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) x                            (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION       Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   PN

 

 

 

 

1	NAME OF REPORTING PERSONS   Veteri Place Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a) x                           (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0%
14	TYPE OF REPORTING PERSON   CO

 

 

 

 

1	NAME OF REPORTING PERSONS   Lawrence B. Seidman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) x                          (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS       OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)        0%
14	TYPE OF REPORTING PERSON   IN

 

CUSIP No. 72143J105

 

 

The following constitutes amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 4.

Purpose of Transaction.

 

    

Effective January 31, 2019, pursuant to the Issuer's Form 15 filed with the Securities and Exchange Commission, Pilgrim Bancshares, Inc. became a wholly owned subsidiary of Hometown Financial Group, Inc., a Massachusetts corporation, on January 31, 2019 and acquired the Shares of the Reporting Persons in exchange for the cash payment.

 

Item 5.

Interest in Securities of the Issuer.

 

A.

SAL

 

(a)	As of the close of business on February 4, 2019, SAL did not beneficially own any Shares.

 

       Percentage: Approximately 0%.

 

(b)	1. Sole power to vote or direct the vote: 0

 

2. Shared power to vote or direct the vote: 0

 

3. Sole power to dispose or direct the disposition: 0

 

4. Shared power to dispose or direct the disposition: 0

(c)	The transaction in the Shares by SAL during the past 60 days is set forth in Schedule B and is incorporated herein by reference.

CUSIP No. 72143J105

C.

SIPII

 

(a)	As of the close of business on February 4, 2019, SIPII did not beneficially own any Shares.

 

Percentage: Approximately 0%.

 

(b)	1. Sole power to vote or direct the vote: 0

 

2. Shared power to vote or direct the vote: 0

 

3. Sole power to dispose or direct the disposition: 0

 

4. Shared power to dispose or direct the disposition: 0

 

(c)	The transaction in the Shares by SIPII during the past 60 days is set forth in Schedule B and is incorporated herein by reference.

 

 

 

I.

Veteri

 

(a)	Veteri, (i) as the general partner of each of SIP and SIPII, and (ii) as the trading advisor of LSBK and CBPS, is no longer deemed to be a beneficial owner of any Shares.

 

Percentage: Approximately 0%.

 

(b)	1. Sole power to vote or direct the vote: 0

 

2. Shared power to vote or direct the vote: 0

 

3. Sole power to dispose or direct the disposition: 0

 

4. Shared power to dispose or direct the disposition: 0

 

(c)	Veteri has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares by SIP, SIPII,  LSBK, and CBPS are set forth on Schedule B and incorporated herein by reference.

 

 

CUSIP No. 72143J105

 

 

K.

Seidman

 

(a)

Seidman, (i) as the manager of SAL, (ii) as the sole officer of Veteri, the general partner of each of SIP and SIPII, (iii) as the managing member of JBRC I, LLC, the co-general partner of SIPIII, (iv) as the sole officer of Veteri, the trading advisor of LSBK and CBPS, and (v) as the investment manager for each of Broad Park and Chewy, is no longer deemed to be a beneficial owner of any Shares.

 

Percentage: Approximately 0%.

 

(b)	1. Sole power to vote or direct the vote: 0

 

2. Shared power to vote or direct the vote: 0

 

3. Sole power to dispose or direct the disposition: 0

 

4. Shared power to dispose or direct the disposition: 0

 

(c)

Except as provided herein, Seidman has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy and CBPS are set forth on Schedule B and are incorporated herein by reference.

        

Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Exchange Act, may be deemed to beneficially own the Shares owned by the other Reporting Persons.  The filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any Shares he or it does not directly own.  Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.

To the best of the Reporting Person's knowledge, except as set forth in this Schedule 13D, none of the persons listed on Schedule A to the Schedule 13D beneficially owns any securities of the Issuer.

 

(d)	No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

 

(e)	On February 4, 2019, the Reporting Persons ceased to be beneficial owners of more than five percent of the class of securities due to the above mentioned merger.

Signature Page to Pilgrim Bancshares, Inc. Schedule 13D Amendment No. 1

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:          February 6, 2019	SEIDMAN AND ASSOCIATES, L.L.C.
	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Manager

	SEIDMAN INVESTMENT PARTNERSHIP, L.P.
	By:	Veteri Place Corporation, its General Partner
	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	SEIDMAN INVESTMENT PARTNERSHIP II, L.P.
	By:	Veteri Place Corporation, its General Partner
	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

 

	LSBK06-08, L.L.C.
	By:	Veteri Place Corporation, its Trading Advisor
	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	BROAD PARK INVESTORS, L.L.C.
	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Investment Manager

 

	CHEWY GOOEY COOKIES, L.P.
	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Investment Manager

 

 

	CBPS, LLC
	By:	Veteri Place Corporation, its Trading Advisor
	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

 

	VETERI PLACE CORPORATION
	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

 

	JBRC I, LLC
	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Managing Member

 

	/ss/ Lawrence B. Seidman
	LAWRENCE B. SEIDMAN

 

CUSIP No. 72143J105

SCHEDULE B

 

Transactions in the Shares During the Past 60 Days

 

 

 

Entity	Date Sold	Per Share	Sale proceeds	Shares
SAL	2/4/2019	23.00	537,441.00	-22,367
SIP	2/4/2019	23.00	420,394.00	-18,278
SIPII	2/4/2019	23.00	520,950.00	-22,650
SIPIII	2/4/2019	23.00	94,415.00	-4,105
LSBK	2/4/2019	23.00	311,190.00	-13,530
Broad Park	2/4/2019	23.00	361,077.00	-15,699
Chewy	2/4/2019	23.00	52,509.00	-2,283
CBPS	2/4/2019	23.00	344,724.00	-14,988