SC 13D/A 1 schedule13damendment5.htm SCHEDULE 13D AMENDMENT NO. 5 MASSBANK CORP. schedule13damendment5.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
 
Massbank Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
  576152102
(CUSIP Number)
 
Lawrence B. Seidman, 100 Misty Lane, Parsippany, NJ  07054
(973) 952-0405
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 30, 2008
(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 ·· 240.13d-1(e), 240.13d-1 (f) or 240.13d-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 · 240.13d-7 for other parties to whom copies are to be sent.
 
* 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 disclosures provided in a prior cover page.
 
The information required on 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).
 
 
 
SCHEDULE 13D
CUSIP No. 576152102 
  1. Seidman and Associates, LLC        22-3343079
  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 if Disclosure of Legal Proceedings Is Required Pursuant to items 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            56,601
                        
8. Shared Voting Power
9. Sole Dispositive Power        56,601
                        
10. Shared Dispositive Power
  11. Aggregate Amount Beneficially Owned by Each Reporting Person    56,601
                            
  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (    )
  13.
Percent of Class Represented by Amount in Row (11)    1.33
                                            
  14. Type of Reporting Person                         OO
 
 
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SCHEDULE 13D
CUSIP No. 576152102 
  1. Seidman Investment Partnership, LP        22-3360359
  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 if Disclosure of Legal Proceedings Is Required Pursuant to items 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            56,501
                        
8. Shared Voting Power
9. Sole Dispositive Power        56,501
                        
10. Shared Dispositive Power
  11. Aggregate Amount Beneficially Owned by Each Reporting Person    56,501
                            
  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (    )
  13.
Percent of Class Represented by Amount in Row (11)    1.33
                            
  14. Type of Reporting Person                         PN
 
 
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SCHEDULE 13D
CUSIP No. 576152102 
  1. Seidman Investment Partnership II, LP        22-3603662
  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 if Disclosure of Legal Proceedings Is Required Pursuant to items 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            56,001
                        
8. Shared Voting Power
9. Sole Dispositive Power        56,001
                        
10. Shared Dispositive Power
  11. Aggregate Amount Beneficially Owned by Each Reporting Person    56,001
                            
  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (    )
  13.
Percent of Class Represented by Amount in Row (11)    1.32
                            
  14. Type of Reporting Person                         PN
 
 
 
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SCHEDULE 13D
CUSIP No. 576152102
  1.  Broad Park Investors, LLC        22-6759307
  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 if Disclosure of Legal Proceedings Is Required Pursuant to items 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            54,801
                       
8. Shared Voting Power
9. Sole Dispositive Power        54,801
                       
10. Shared Dispositive Power
  11. Aggregate Amount Beneficially Owned by Each Reporting Person    54,801
                           
  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (    )
  13.
Percent of Class Represented by Amount in Row (11)    1.29
                           
  14. Type of Reporting Person                         OO
 
 
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SCHEDULE 13D
CUSIP No. 151408101 
  1. LSBK06-08, LLC    20-8067445
  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 if Disclosure of Legal Proceedings Is Required Pursuant to items 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            36,778
                        
8. Shared Voting Power
9. Sole Dispositive Power        36,788
                        
10. Shared Dispositive Power
  11. Aggregate Amount Beneficially Owned by Each Reporting Person    36,788
                            
  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (    )
  13.
Percent of Class Represented by Amount in Row (11)     0.87
                                           
  14. Type of Reporting Person                         OO
 
 
5
 
SCHEDULE 13D
CUSIP No. 576152102
  1. Berggruen Holdings North America Ltd.
  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 if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e)  (    )
  6.
Citizenship or Place of Organization
                            British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With		 7. Sole Voting Power            53,131
                        
8. Shared Voting Power
9. Sole Dispositive Power        53,131
                        
10. Shared Dispositive Power
  11. Aggregate Amount Beneficially Owned by Each Reporting Person    53,131
                            
  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (    )
  13.
Percent of Class Represented by Amount in Row (11)    1.25
                             
  14. Type of Reporting Person                         CO
 
 
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SCHEDULE 13D
CUSIP No. 576152102
  1. 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*
                            PF, WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to items 2(d) or 2(e)  (    )
  6.
Citizenship or Place of Organization
                            U.S.A.
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With		 7. Sole Voting Power            315,114
                        
8. Shared Voting Power
9. Sole Dispositive Power        315,114
                        
10. Shared Dispositive Power
  11. Aggregate Amount Beneficially Owned by Each Reporting Person    315,114
                            
  12. Check if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain Shares
(See Instructions)   (    )
  13.
Percent of Class Represented by Amount in Row (11)    7.43
                             
  14. Type of Reporting Person                         IN
 
 
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This statement on Schedule 13 D which was filed on July 27, 2007, Amendment No. 1 which was filed on August 7, 2007, Amendment No. 2 which was filed on November 2, 2007, Amendment No. 3 which was filed on December 20, 2007 and Amendment No. 4 which was filed on January 14, 2007 on behalf of Seidman and Associates, L.L.C (“SAL”), Seidman Investment Partnership, L.P. (“SIP”), Seidman Investment Partnership II, L.P. (“SIPII”), Broad Park Investors, L.L.C (“Broad Park”), Berggruen Holdings North America Ltd. (“Berggruen”), Lawrence Seidman (“Seidman”), LSBK06-08, L.L.C. (“LSBK”), Thomas C. Goggins ("Goggins"), and Welles C. Hatch ("Hatch"), collectively, the (“Reporting Persons”) with respect to the Reporting Persons’ beneficial ownership of shares of Common stock (“the Shares”) of Massbank Corp., a Massachusetts corporation, (“the Company”) is hereby amended as set forth below: Such statement on Schedule 13D is hereinafter referred to as the “Schedule 13D”. Terms used herein which are defined in the Schedule 13D shall have their respective meanings set forth in the Schedule 13D. 
 
Item 4. Purpose of Transaction
 
On January 30, 2008, Lawrence B. Seidman sent a letter to Gerard H. Brandi, the Company's Chairman of the Board, President and Chief Executive Officer.  This letter addresses inquiries made by Mr. Brandi to Mr. Seidman's business associates about Mr. Seidman's present service as a Board Member . 
 
This letter, in its entirety, is attached hereto as Exhibit A. 
 
5. Interest in Securities of the Issuer
    
(a)(b)(c)  As of the close of business on January 29, 2008, the Reporting Persons owned beneficially an aggregate of 317,314 shares of Common Stock which constituted approximately 7.48% of the 4,241,779 shares of Common Stock outstanding as of December 31, 2007 as disclosed in the Issuer's Earnings Press Release for the period ended December 31, 2007.
 
Schedule A attached below describes transactions except for previously reported transactions in the Common Stock effected by the Reporting Persons within the past (60) days.  Except as set forth in this Item 5, none of the Reporting Persons owns beneficially or has a right to acquire beneficial ownership of any Common Stock, and except as set forth in this Item 5, none of the Reporting Persons has effected transactions in the Common Stock during the past sixty (60) days, except for previously reported transactions.
 
7.  Material to be filed as Exhibits
 
Schedule A     Stock Purchase Transactions
Exhibit A         Letter to Gerard H. Brandi  
 
8
 
 
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:  January 30, 2008
 

            
By:
/s/  Lawrence B. Seidman
 
Power of Attorney pursuant to Joint Agreement dated October 30, 2007
       
 

 
 
 
    
     
 

                
      
 
 
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Schedule A
                                         
Entity
Date
Purchased
Cost
per
Share
Cost
Shares
SAL
 1/15/2008  36.1392  40,475.86  1,120 
SAL 
 1/22/2008  36.0700  36,070.00  1,000 
SAL
 1/25/2008  36.2200  36,220.00    1,000 
 
        
SIP 
 1/15/2008  36.1392  40,475.86 1,120 
SIP
 1/25/2008  36.2200  36,220.00  1,000 
         
SIPII 
 1/14/2008  36.1684  47,018.90  1,300 
SIPII
 1/15/2008  36.1392  40,475.86  1,120 
         
Broad Park 
 1/15/2008  36.1392  40,475.86  1,120 
         
LSBK
 1/15/2008  36.1392  40,475.86 1,120 
         
Berggruen
 1/14/2008  36.1530  46,998.90  1,300 
         
         
 
 
 
 
10
LAWRENCE B. SEIDMAN
100 Misty Lane
Parsippany, NJ 07054
(973) 952-0405
(973)781-0876 fax
January 30, 2008
 

Via Federal Express
Gerard H. Brandi
Chairman of the Board, President
  and Chief Executive Officer
MASSBANK Corp.
123 Haven Street
Reading, MA  01867

Dear Mr. Brandi:

I have been informed that you contacted the Chief Executive Officer (CEO) (who is also a director) and the Chairman of the Board of Center Bancorp, Inc. (CNBC) and its subsidiary, Union Center National Bank (UCNB) to inquire about me.  When the CEO made positive and complimentary comments about my contributions as a CNBC Board member, you abruptly ended the conversation by telling him he was not the person you wanted to speak with.

During your phone conversation with the Chairman of the CNBC Board, he agreed with and reinforced the CEO’s positive comments concerning my performance as a Director.  You told the Chairman that you heard a different story from your professionals with respect to my service on other Bank Boards.  The Chairman told you that CNBC’s had heard the same rumors, which have been proven to be unfounded.

Since you have a desire to investigate me, if you or your counsel contact me, I will provide you with the names of directors at every financial institution where I was a member of the Board, or had a representative on the Board, so you can contact these individuals, who have direct knowledge about me and my interaction with other financial institutions.

If I were you, I would check the sources of the information being provided to you.  Nobody profits from a proxy contest other than the consultants.  If you are serious about learning the truth, you only have to take me up on my offer.  I await your contact.

In addition, it was disclosed that in January, options were awarded to the directors and senior management.  Based upon the Company’s poor financial performance, it is my opinion that the award of options at this time is inappropriate.


                Very truly yours,


                                                /s/ Lawrence B. Seidman
                                      LAWRENCE B. SEIDMAN

LBS:jb

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