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OMB APPROVAL |
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OMB Number:
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3235-0145
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Expires:
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February 28, 2009
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Estimated average burden
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. . . . . . . . . . . . . . . 10.4
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. ___)*
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Citizens Community Bancorp, Inc.
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| (Name of Issuer)
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Common Stock
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| (Title of Class of Securities)
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174903104
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| (CUSIP Number)
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December 31, 2008
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| (Date of Event Which Requires Filing of this Statement
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Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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[X] |
Rule 13d-1(b) |
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[ ] |
Rule 13d-1(c) |
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[ ] |
Rule 13d-1(d) |
| * |
The
remainder of this cover page shall be filled out for a reporting person’s initial
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a
prior cover page. |
The information required in the
remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Friedlander & Co., Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
0
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
354,818
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
0 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,818(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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(1) |
The
percent ownership calculated is based upon an aggregate of 6,095,561 shares
outstanding as of December 18, 2008. |
Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Theodore Friedlander III
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
44,698
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
0
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
See Item 2(a) below
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
0 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,698(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
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(1) |
The
percent ownership calculated is based upon an aggregate of 6,095,561 shares
outstanding as of December 18, 2008. |
Page 3 of 7 Pages
| Item 1(a). |
Name
of Issuer: |
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Citizens
Community Bancorp, Inc. |
| Item 1(b). |
Address
of Issuer’s Principal Executive Offices: |
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2174
EastRidge Center
Eau Claire, WI 54701 |
| Item 2(a). |
Name
of Person Filing: |
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The
persons filing this Schedule 13G are Friedlander & Co., Inc. (“Friedlander”)
and Theodore Friedlander III. Theodore Friedlander III is a controlling person of
Friedlander and as such may be deemed to beneficially own the shares of Common Stock of
Citizens Community Bancorp, Inc. beneficially owned by Friedlander. Mr. Friedlander
beneficially owns less than 1% of the shares held by Friedlander and disclaims beneficial
ownership of all other shares held by Friedlander. |
| Item 2(b). |
Address
of Principal Business Office or, if none, Residence: |
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322
East Michigan Street, Suite 250
Milwaukee, WI 53202 |
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Friedlander
is a Wisconsin corporation. |
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Theodore
Friedlander III is a citizen of the United States. |
| Item 2(d). |
Title
of Class of Securities: |
| Item 3. |
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a: |
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|X| |
An
investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E). |
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|X| |
A
parent holding company or control person in accordance with section
240.13d-1(b)(1)(ii)(G). |
Page 4 of 7 Pages
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(a) |
Amount
Beneficially Owned: 354,818 |
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(b) |
Percent
of Class: 5.8% |
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(c) |
Number
of shares as to which such person has: |
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(i) |
sole
power to vote or to direct the vote: 0 |
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(ii) |
shared
power to vote or to direct the vote: 0 |
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(iii) |
sole
power to dispose or to direct the disposition of: 354,818 |
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(iv) |
shared
power to dispose or to direct the disposition of: 0 |
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(a) |
Amount
Beneficially Owned: 44,698 |
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(b) |
Percent
of Class: 0.7% |
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(c) |
Number
of shares as to which such person has: |
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(i) |
sole
power to vote or to direct the vote: 44,698 |
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(ii) |
shared
power to vote or to direct the vote: 0 |
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(iii) |
sole
power to dispose or to direct the disposition of: |
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(iv) |
shared
power to dispose or to direct the disposition of: 0 |
| Item 5. |
Ownership
of Five Percent or Less of a Class. |
| Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company. |
| Item 8. |
Identification
and Classification of Members of the Group. |
| Item 9. |
Notice
of Dissolution of Group. |
Page 5 of 7 Pages
By
signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or
effect.
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1. |
Agreement
to file Schedule 13G jointly. |
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.
Date: February 9, 2009
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FRIEDLANDER & CO., INC. |
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By: /s/ Theodore Friedlander III |
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Theodore Friedlander III |
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President and Secretary |
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/s/ Theodore Friedlander III |
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Theodore Friedlander III |
Page 6 of 7 Pages
EXHIBIT 1
AGREEMENT,
dated as of February 9, 2009, by and among Friedlander & Co., Inc., a Wisconsin
corporation and Theodore Friedlander III.
WHEREAS,
in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 (the
“Act”), only one such statement need be filed whenever two or more persons are
required to file a statement pursuant to Section 13(d) of the Act with respect to the same
securities, provided that said persons agree in writing that such statement is filed on
behalf of each of them.
NOW,
THEREFORE, in consideration of the premises and mutual agreements herein contained, the
parties hereto agree as follows:
Both
Friedlander & Co., Inc. and Theodore Friedlander III hereby agree, in accordance with
Rule 13d-1(k) under the Act, to file one Statement on Schedule 13G relating to their
ownership of the Common Stock of Citizens Community Bancorp, Inc., and hereby further
agree that said Statement shall be filed on behalf of both Friedlander & Co., Inc. and
Theodore Friedlander III. Nothing herein shall be deemed to be an admission that the
parties hereto, or any of them, are members of a “group” (within the meaning of
Section 13(d) of the Act and the rules promulgated thereunder) with respect to any
securities of Citizens Community Bancorp, Inc.
IN
WITNESS WHEREOF, the parties have executed this agreement as of the date first written
above.
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FRIEDLANDER & CO., INC. |
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By: /s/ Theodore Friedlander III |
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Theodore Friedlander III |
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President and Secretary |
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/s/ Theodore Friedlander III |
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Theodore Friedlander III |
Page 7 of 7 Pages