0001041885-05-000045.txt : 20120614
0001041885-05-000045.hdr.sgml : 20120614
20050401171139
ACCESSION NUMBER: 0001041885-05-000045
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050401
DATE AS OF CHANGE: 20050401
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: BNS HOLDING, INC.
CENTRAL INDEX KEY: 0000014637
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500]
IRS NUMBER: 201953457
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-13165
FILM NUMBER: 05726485
BUSINESS ADDRESS:
STREET 1: 25 ENTERPRISE CENTER
STREET 2: SUITE 103
CITY: MIDDLETOWN
STATE: RI
ZIP: 02842
BUSINESS PHONE: 401-848-6310
MAIL ADDRESS:
STREET 1: 25 ENTERPRISE CENTER
STREET 2: SUITE 103
CITY: MIDDLETOWN
STATE: RI
ZIP: 02842
FORMER COMPANY:
FORMER CONFORMED NAME: BNS HOLDING , INC.
DATE OF NAME CHANGE: 20041214
FORMER COMPANY:
FORMER CONFORMED NAME: BNS CO
DATE OF NAME CHANGE: 20010510
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: INGALLS & SNYDER LLC
CENTRAL INDEX KEY: 0001041885
IRS NUMBER: 135156620
STATE OF INCORPORATION: NY
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 61 BROADWAY
STREET 2: C/O INGALLS & SNYDER
CITY: NEW YORK
STATE: NY
ZIP: 100006
BUSINESS PHONE: 2122697812
MAIL ADDRESS:
STREET 1: 61 BROADWAY
CITY: NEW YORK
STATE: NY
ZIP: 100006
SC 13D/A
1
bns13da3.txt
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(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. 3)
BNS Holding, Inc.
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(NAME OF ISSUER)
Class A Common Stock
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(TITLE OF CLASS OF SECURITIES)
055961304
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(CUSIP NUMBER)
Edward H. Oberst
Ingalls & Snyder, LLC
61 Broadway
New York, New York 10006
(212) 269-7800
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
March 31, 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 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. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the Schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ingalls & Snyder, LLC
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2. CHECK THE APPROPRIATE BOX IF A GROUP*
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCES OF FUNDS
AF, OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York State
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NUMBER OF 7. SOLE VOTING POWER 20,000
SHARES --------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 20,000
REPORTING --------------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 22,220
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,220
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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 1.4%
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14. TYPE OF REPORTING PERSON*
BD, IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William Reed Simmons
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2. CHECK THE APPROPRIATE BOX IF A GROUP*
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCES OF FUNDS
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF 7. SOLE VOTING POWER 21,220
SHARES --------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING --------------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 1000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,220
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.7%
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14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3, dated March 31, 2005, to Schedule 13D is filed by
the Reporting Persons and amends Schedule 13D/A No. 2 as previously filed
by the Reporting Persons with the Securities and Exchange Commission on
February 12, 2004 (the "Schedule 13D"), relating to the Class A common stock
(the "Shares") of BNS Holding, Inc.
------------------------------------------------
Items 3, 5 and 6 of the Schedule 13D are hereby amended and restated in their
entirety, as follows:
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Shares "beneficially owned" by Ingalls & Snyder, LLC ("I&S") were
acquired for accounts of customers of I&S over which it has discretionary
authority and for accounts of William Reed Simmons and members of
Mr. Simmons's immediate family. The amount of funds used to purchase
such Shares totaled $109,555 (including brokerage commissions), consisting
of $49,222 from such customer accounts and $60,333 from accounts of
Mr. Simmons and his immediate family. Some of the funds used for such
purchases were borrowed from I&S pursuant to normal margin account terms.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
I&S "beneficially owns" (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934) 42,220 Shares, or 1.4% of the 3,019,119 Shares
outstanding as of February 28, 2005 (as reported in the Issuer's Annual
Report on form 10-K for the period ended December 31, 2004). The Shares
"beneficially owned" by I&S include 21,220 Shares (0.7% of such outstanding
Shares) held in accounts of William Reed Simmons and certain members of his
immediate family, and 21,000 Shares (0.7% of such outstanding Shares) held
in accounts of customers of I&S over which I&S has discretionary authority.
Mr. Simmons may be deemed to be the "beneficial owner" of 1,000 Shares held
in accounts of customers of I&S by virtue of his discretionary authority over
such accounts, or a total "beneficial ownership" for Mr. Simmons of 22,220
Shares (0.7% of such outstanding Shares). I&S has sole power to vote or to
direct the vote and sole power to dispose or to direct the disposition of
20,000 Shares and shared power to dispose or to direct the disposition of
22,220 Shares. Mr. Simmons has the sole power to vote or to direct the vote
and sole power to dispose or to direct the disposition of 21,220 shares and
shared power to dispose of or to direct the disposition of 1,000 Shares.
In the past 60 days, I&S has effected the disposition of Shares in transactions
as set forth below:
Date No. of Shares Price per share
(including
commissions)
03/31/05 240,040 $6.86
Of the Shares sold on 03/31/05, 19,780 were sold for accounts of members of
the immediate family of Mr. Simmons.
Each of the customers of I&S in whose account Shares are held has the
right to receive and the power to direct the receipt of dividends from, and
the proceeds from the sale of, the Shares held in such customer's account.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
I&S and Mr. Simmons have been granted discretionary authority to
dispose of Shares held in the accounts of customers of I&S that I&S and Mr.
Simmons "beneficially own" under customary brokerage or investment advisory
arrangements. I&S has the power to vote or to direct the vote of 20,000
Shares held in the account of a customer that is a limited partnership by
virtue of its controlling interest in the general partner of such limited
partnership.
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.
Dated: March 31, 2005
Ingalls & Snyder, LLC
By: /s/ Edward H. Oberst
--------------------------------
Name: Edward H. Oberst
Title: Managing Director
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.
Dated: March 31, 2005
/s/ William Reed Simmons
--------------------------------
William Reed Simmons