-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GKtxvq7Gw6vbSyb9hcAMzouCieMEISLHUgwJ0kRvivIz2lzSO2CyW5wfsHbMiEfb MaehM3eVRUEpHSmDXPePfw== 0000891836-98-000056.txt : 19980211 0000891836-98-000056.hdr.sgml : 19980211 ACCESSION NUMBER: 0000891836-98-000056 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980210 SROS: NONE GROUP MEMBERS: BASSWOOD PARTNERS L P ET AL GROUP MEMBERS: BASSWOOD PARTNERS, L.P. GROUP MEMBERS: BENNETT LINDENBAUM GROUP MEMBERS: MATTHEW LINDENBAUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NSS BANCORP INC CENTRAL INDEX KEY: 0001042806 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 061485317 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51917 FILM NUMBER: 98526568 BUSINESS ADDRESS: STREET 1: 48 WALL ST CITY: NORWALK STATE: CT ZIP: 06852 BUSINESS PHONE: 2038384545 MAIL ADDRESS: STREET 1: NSS BANCORP INC STREET 2: P O BOX 28 CITY: NORWALK STATE: CT ZIP: 06852 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASSWOOD PARTNERS L P ET AL CENTRAL INDEX KEY: 0000942793 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 52 FOREST AVENUE CITY: PARAMUS STATE: NJ ZIP: 07652 MAIL ADDRESS: STREET 1: 52 FOREST AVENUE STREET 2: P O BOX 1549 CITY: PARAMUS STATE: NJ ZIP: 07653 SC 13D/A 1 AMENDMENT #5 TO SCHEDULE 13D, DTD 11/10/97 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) NSS Bancorp (Name of Issuer) Common Stock (Title of Class of Securities) 62938H109 (CUSIP Number) Bennett Lindenbaum Basswood Partners, L.P. 52 Forest Avenue Paramus, New Jersey 07652 (201) 843-3644 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 9, 1998 (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 is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ]. Check the following line if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of class. See Rule 13d-7). CUSIP No. 62938H109 1. Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Basswood Partners, L.P. 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [x] 3. SEC Use Only 4. Source of Funds WC 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 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: 8. Shared Voting Power: 241,411 9. Sole Dispositive Power: 10. Shared Dispositive Power: 241,411 11. Aggregate Amount Beneficially Owned by Each Reporting Person 241,411 -2- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 9.83% 14. Type of Reporting Person PN -3- CUSIP No. 62938H109 1. Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Matthew Lindenbaum 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [x] 3. SEC Use Only 4. Source of Funds AF, PF 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2 (d) or 2 (e) [ ] 6. Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 100 8. Shared Voting Power: 241,511 9. Sole Dispositive Power: 10. Shared Dispositive Power: 241,511 11. Aggregate Amount Beneficially Owned by Each Reporting Person 241,511 -4- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 9.83% 14. Type of Reporting Person IN -5- CUSIP No. 62938H109 1. Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Bennett Lindenbaum 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [x] 3. SEC Use Only 4. Source of Funds AF, PF 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 241,411 9. Sole Dispositive Power: 10. Shared Dispositive Power: 241,411 11. Aggregate Amount Beneficially Owned by Each Reporting Person 241,411 -6- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 9.83% 14. Type of Reporting Person IN -7- This Amendment No. 5 has been filed by Basswood Partners, L.P. ("Basswood") and Matthew Lindenbaum (collectively, the "Reporting Persons") for the purposes of amending the disclosure in Item 4 (originally filed, under cover of a Form F-11, with the Federal Deposit Insurance Corporation (the "FDIC")) relating to shares of voting common stock of NSS Bancorp ("NSS"). NSS's principal executive office is located at 48 Wall Street, P.O. Box 28, Norwalk, Connecticut 06852. Item 1. Security and Issuer. -------------------- No change. Item 2. Identity and Background. ------------------------ No change. -8- Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- No change. Item 4. Purpose of Transaction. ----------------------- As previously described, on November 13, 1997 the Reporting Persons requested certain records of NSS relating to its list of shareholders (the "Shareholder List Information"). Subsequently, NSS informed Basswood that NSS would not allow the Reporting Persons access to such records. As disclosed in Amendment No. 4 to Schedule 13D, the Reporting Persons filed an action seeking to compel NSS to grant them access to the Shareholder List Information under Connecticut Law. On February 9, 1998, the Reporting Persons received an order issued by the Superior Court of the State of Connecticut granting them access to NSS's list of shareholders. The court found that the Reporting Persons had sought the list for a proper purpose because they intended to "communicate with other shareholders regarding perceived financial underperformance and methods for improvement." The court also stated that the Reporting Persons had established a proper purpose under Connecticut law "[b]ecause the proposed communication directly concerns the value of shareholder investments." The court rejected NSS's reasons for refusing to provide the shareholder list to the Reporting Persons, finding that "[t]he plaintiffs' purpose is not improper simply because the defendant disagrees with the idea of a sale." -9- Item 5. Interest in Securities of Issuer. --------------------------------- No change. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ------------------------------------ No change. Item 7. Material to be Filed as Exhibits. --------------------------------- An agreement relating to the filing of a joint statement as required by Rule 13a-1(f) under the Securities Exchange Act of 1934 is filed as Exhibit (1). -10- SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. BASSWOOD PARTNERS, L.P. By: Basswood Management, Inc., its General Partner By: /s/ Matthew Lindenbaum ---------------------------------- Matthew Lindenbaum, President /s/ Matthew Lindenbaum ---------------------------------- (Matthew Lindenbaum) /s/ Bennett Lindenbaum ---------------------------------- (Bennett Lindenbaum) February 9, 1998 -11- EX-1 2 AGREEMENT Exhibit (1) AGREEMENT The undersigned agree that the attached Schedule 13D relating to the Common Stock of NSS Bancorp (amending the Form F-11 previously filed with respect to the Common Stock of Norwalk Savings Society, the predecessor of NSS Bancorp) shall be filed on behalf of the undersigned. Dated: February 9, 1998 BASSWOOD PARTNERS, L.P. By: Basswood Management, Inc., its General Partner By: /s/ Matthew Lindenbaum ---------------------------------- Matthew Lindenbaum, President /s/ Matthew Lindenbaum ---------------------------------- (Matthew Lindenbaum) /s/ Bennett Lindenbaum ---------------------------------- (Bennett Lindenbaum) -12- -----END PRIVACY-ENHANCED MESSAGE-----