SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) BENEFICIAL MUTUAL BANCORP, INC. -------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE -------------------------------------------------------------------- (Title of Class of Securities) 08173R 10 4 -------------------------------------------------------------------- (CUSIP Number) GERARD P. CUDDY PRESIDENT AND CHIEF EXECUTIVE OFFICER BENEFICIAL SAVINGS BANK MHC 510 WALNUT STREET PHILADELPHIA, PENNSYLVANIA 19106 (215) 864-6000 -------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 13, 2007 -------------------------------------------------------------------- (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box /_/. ----------------------------------- CUSIP No. 08173R 10 4 ----------------------------------- SCHEDULE 13D -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) BENEFICIAL SAVINGS BANK MHC 34-2018246 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/ (b) /_/ -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/ -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 45,792,775 SHARES ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH ------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 45,792,775 WITH ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,792,775 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/ -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 55.67% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO -------------------------------------------------------------------------------- 2 ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the shares of common stock, par value $0.01 per share, of Beneficial Mutual Bancorp, Inc. (the "Issuer" or the "Company"), a federally chartered corporation. The principal executive office of the Issuer is located at 510 Walnut Street, Philadelphia, Pennsylvania 19106. ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is being filed by Beneficial Savings Bank 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 510 Walnut Street, Philadelphia, Pennsylvania 19106. 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 July 13, 2007, the Issuer sold 45,792,775 shares of common stock to the MHC at $0.01 per share. The funds for the purchase of the shares by the MHC came from its working capitalization. On July 13, 2007, the directors and executive officers of the MHC (the "Insiders") also purchased shares of common stock from the Issuer. All purchases by the Insiders were from personal funds. Attached as Schedule I hereto and incorporated by references is a list containing certain information with respect to insiders. ITEM 4. PURPOSE OF TRANSACTION. On May 14, 2007, the Securities and Exchange Commission declared effective the Issuer's Registration Statement on Form S-1, whereby on July 13, 2007 the Issuer (i) issued 44.33% of its outstanding common stock in an initial public offering and to The Beneficial Foundation and shareholders of FMS Financial Corporation in connection with the Issuer's acquisition of FMS Financial Corporation and (ii) sold 55.67% of its outstanding common stock to the MHC for $0.01 per share. The primary purpose of the stock offering was to 3 raise additional capital to acquire FMS Financial Corporation and to support future lending and operational growth and possible future branching activities or acquisitions. The stock offering also allows the employees and officers of Beneficial Mutual Savings Bank (the "Bank"), the Issuer's wholly-owned subsidiary, to obtain an equity interest in the Bank. 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) 45,792,775 shares of the Issuer's common stock or 55.67% 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 July 13, 2007. 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 PERCENT OF NUMBER OF COMMON SHARES STOCK NAME OWNED OUTSTANDING ---- -------------------- ------------------- R. Joseph Barnes, Jr. 2,500 * % Edward G. Boehne 10,000 * Robert J. Bush 35,423 (1) * Joseph F. Conners 10,285 * Gerard P. Cuddy 20,000 * Paul R. Driscoll 10,594 * Frank A. Farnesi 20,000 * Elizabeth H. Gemmill 14,000 * Thomas F. Hayes 5,000 * Paul M. Henkels 10,000 * William J. Henrich, Jr. 2,500 * Charles Kahn, Jr. 30,000(2) * Thomas J. Lewis 8,000 * Joseph J. McLaughlin 10,000(3) * Andrew J. Miller 10,463 * Michael J. Morris 40,000 * George W. Nise 40,000(4) * Donald F. O'Neill -- -- Craig W. Yates 2,734,104(5) 3.3 Roy D. Yates 883,624(6) 1.1 _____________________________________________ * Represents less than 1%. (1) Includes 5,132 shares owned by Mr. Bush's daughter and 5,291 shares owned by Mr. Bush's son. (2) Includes 5,000 shares owned by Mr. Kahn's wife. (3) Includes 5,000 shares owned by Mr. McLaughlin's wife. (4) Includes 5,000 shares owned by Mr. Nise's wife. (5) Includes 2,228,371 shares held as Trustee of the Craig W. Yates Grantor Retained Annuity Trust. (6) Includes 329,221 shares held as Executor of the Estate of Charles B. Yates and 53,207 shares owned by Mr. Yates' children. Mr. Yates disclaims beneficial ownership for 22,710 shares held in a custodial account for his minor son for which Mr. Yates' sister serves as custodian and for 135,721 shares held in a trust for Mr. Yates' brother for which Mr. Yates serves as a co-trustee. (c) Other than the acquisition of shares by the MHC and the Insiders on July 13, 2007 at a cost of $10.00 per share, the following table lists any additional transactions effected by the MHC or any Insider relating to the Issuer's common stock within the past 60 days: 5 Type of Number of Price Per Name Date Transaction Shares Share ---- ---- ----------- ------ ----- Open market Darragh M. Bush (1) 7/16/07 Purchase 1,837 $9.29 Open market Robert J. Bush, III (2) 7/16/07 Purchase 4,166 $9.29 Open market Darragh M. Bush (1) 7/16/07 Purchase 500 $9.50 Open market Robert J. Bush, III (2) 7/16/07 Purchase 1,125 $9.50 ---------------------- (1) Daughter of Robert J. Bush. (2) Son of Robert J. Bush. (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. 6 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. BENEFICIAL SAVINGS BANK MHC Date: July 30, 2007 By: /s/ Gerard P. Cuddy ------------------------------------- Gerard P. Cuddy President and Chief Executive Officer SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF BENEFICIAL SAVINGS BANK MHC The name, business address and present principal occupation of each director, executive officer and controlling person of Beneficial Savings Bank MHC are set forth below. NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- R. Joseph Barnes, Jr. 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of Beneficial Mutual Savings Bank; Retired President of R.J. Barnes & Son, Inc. Edward G. Boehne 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of Beneficial Mutual Savings Bank; Senior Economic Advisor for Haverford Trust Company Robert J. Bush 510 Walnut Street Senior Vice President of Beneficial Mutual Philadelphia, Pennsylvania 19106 Bancorp, Inc., Beneficial Savings Bank MHC and Beneficial Mutual Savings Bank Joseph F. Conners 510 Walnut Street Executive Vice President and Chief Financial Philadelphia, Pennsylvania 19106 Officer of Beneficial Mutual Bancorp, Inc., Beneficial Savings Bank MHC and Beneficial Mutual Savings Bank Gerard P. Cuddy 510 Walnut Street President and Chief Executive Officer of Philadelphia, Pennsylvania 19106 Beneficial Mutual Bancorp, Inc., Beneficial Savings Bank MHC and Beneficial Mutual Savings Bank Paul R. Driscoll 510 Walnut Street Executive Vice President and Secretary of Philadelphia, Pennsylvania 19106 Beneficial Mutual Bancorp, Inc., Beneficial Savings Bank MHC and Beneficial Mutual Savings Bank Frank A. Farnesi 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of Beneficial Mutual Savings Bank; Retired Partner at KPMG LLP Elizabeth H. Gemmill 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of Beneficial Mutual Savings Bank; President of Warwick Foundation Thomas F. Hayes 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of Beneficial Mutual Savings Bank; President of Gear Corporation Paul M. Henkels 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of Beneficial Mutual Savings Bank; Chairman of Henkels & McCoy, Inc. William J. Henrich, Jr. 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of Beneficial Mutual Savings Bank; Partner at Dilworth Paxson LLP NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- Charles Kahn, Jr. 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of Beneficial Mutual Savings Bank; Chairman of Kahn & Co., Inc. Thomas J. Lewis 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of Beneficial Mutual Savings Bank; President and Chief Executive Officer of Thomas Jefferson University Hospitals, Inc. Joseph J. McLaughlin 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of Beneficial Mutual Savings Bank; Retired President of Beneficial Mutual Savings Bank Andrew J. Miller 510 Walnut Street Executive Vice President and Chief Lending Philadelphia, Pennsylvania 19106 Officer of Beneficial Mutual Bancorp, Inc., Beneficial Savings Bank MHC and Beneficial Mutual Savings Bank Michael J. Morris 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of Beneficial Mutual Savings Bank; Retired President and Chief Executive Officer of Transport International Pool Inc. George W. Nise 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of Beneficial Mutual Savings Bank; Retired President and Chief Executive Officer of Beneficial Mutual Bancorp, Inc., Beneficial Savings Bank MHC and Beneficial Mutual Savings Bank Donald F. O'Neill 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of Beneficial Mutual Savings Bank; Chairman of PM Company Craig W. Yates 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of Beneficial Mutual Savings Bank; Former President and Chief Executive Officer of FMS Financial Corporation and Farmers & Mechanics Bank Roy D. Yates 510 Walnut Street Director of Beneficial Mutual Bancorp, Inc. and Philadelphia, Pennsylvania 19106 Beneficial Savings Bank MHC; Trustee of Beneficial Mutual Savings Bank; Professor of Electrical and Computer Engineering at Rutgers University