-----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, TJpt0BCrJMgrPtTO7N6QqDK+EvjgfiN+EqtS0PSSTvUrE7E2fIvGkX/QGn+hPbsC ePIW2GEkAH9HRfdb2XTIMw== 0000909654-01-000307.txt : 20010313 0000909654-01-000307.hdr.sgml : 20010313 ACCESSION NUMBER: 0000909654-01-000307 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010312 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAMRAPO BANCORP INC CENTRAL INDEX KEY: 0000854071 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 222984813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-40552 FILM NUMBER: 1566697 BUSINESS ADDRESS: STREET 1: 611 AVE C CITY: BAYONNE STATE: NJ ZIP: 07002 BUSINESS PHONE: 2013394600 MAIL ADDRESS: STREET 2: 611 AVENUE C CITY: BAYONNE STATE: NY ZIP: 07002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RICHMOND COUNTY FINANCIAL CORP CENTRAL INDEX KEY: 0001046685 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 061498455 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1214 CASTLETON AVENUE CITY: STATEN ISLAND STATE: NY ZIP: 10310 BUSINESS PHONE: 7188157047 MAIL ADDRESS: STREET 1: 1214 CASTLETON AVENUE STREET 2: 1214 CASTLETON AVENUE CITY: STATEN ISLAND STATE: NY ZIP: 10310 SC 13D 1 0001.txt 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* PAMRAPO BANCORP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 697738102 ---------------------------------------------------------- (CUSIP Number) Eric S. Kracov, Esq. Muldoon Murphy & Faucette LLP 5101 Wisconsin Avenue, N.W., Washington, D.C. 20016 (202) 362-0840 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 28, 2001 - -------------------------------------------------------------------------------- (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 ss.ss.240.13(d)-1(e), 240.13d-1(f) or 240.13d- 1(g), check the following box |_|. SEC 300 (07-98) 2 SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP No. 697738102 Page 2 of 8 Pages ----- ----- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Richmond County Financial Corp. 06-1498455 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/ (b) /__/ - -------------------------------------------------------------------------------- 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 7 SOLE VOTING POWER SHARES 132,400 ----- ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ----- ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 132,400 ----- ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - ----- ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 132,400 Shares - ----- ------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /__/ - ----- ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 5.1% - ----- ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 2 3 Item 1. Security and Issuer. ------------------- This Schedule 13D relates to the shares of common stock, par value $.01 per share, of Pamrapo Bancorp, Inc. ("Pamrapo"), a corporation organized under the laws of the state of Delaware. The principal executive offices of Pamrapo are located at 611 Avenue C, Bayonne, New Jersey 07002. Item 2. Identity and Background. ----------------------- This Schedule 13D is being filed by Richmond County Financial Corp. ("Richmond County"), a Delaware corporation, which is the holding company for Richmond County Savings Bank (the "Bank"). Richmond County's principal business is directing the business of the Bank. The principal office of Richmond County is located at 1214 Castleton Avenue, Staten Island, New York 10310. During the past five years Richmond County has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has Richmond County been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, been 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 the (a) name, (b) business or residential address, and (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each director and executive officer of Richmond County. To Richmond County's knowledge, each of the directors and executive officers of Richmond County is a United States citizen, and none of such directors and executive officers has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was 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 March 22, 1999, Richmond County acquired Bayonne Bancshares, Inc. ("Bayonne") by merger (the "Merger"). Through the Merger, Richmond County acquired 83,100 shares of Pamrapo common stock, which were held by Bayonne immediately prior to the Merger. When aggregated with the shares of Pamrapo common stock held by Richmond County immediately prior to the Merger, Richmond County held an aggregate of 224,900 shares of Pamrapo common stock. All shares previously purchased by Richmond County were purchased for cash using working capital. The total cost of the shares of Pamrapo common stock purchased by Richmond County and Bayonne was $6,184,275. 3 4 Richmond County reduced its ownership of Pamrapo common stock by divesting itself of 100,000 shares of Pamrapo common stock on April 21, 1999. On February 28, 2001, Richmond County was advised that, due to a public stock repurchase program conducted by Pamrapo, its interest in Pamrapo stock increased to above 5%. Item 4. Purpose of Transaction. ----------------------- As part of its investment strategy, Richmond County regularly invests in the common stock of financial institutions in and around its market area that Richmond County believes provide the potential for capital appreciation. Richmond County currently holds Pamrapo common stock in its equity portfolio for investment purposes pursuant to this investment strategy. However, Richmond County also may engage in discussions with management of Pamrapo to explore options to enhance shareholder value, including, but not limited to, the possibility of a business combination with Richmond County. Richmond County also intends to seek Office of Thrift Supervision approval of its acquisition of over 5% of Pamrapo common stock and may increase its ownership percentage in Pamrapo up to 9.9%. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) Richmond County beneficially owns 132,400 shares of Pamrapo common stock or 5.1% of outstanding shares. Michael F. Manzulli, Chief Executive Officer and Chairman of Richmond County, owns 400 shares of Pamrapo common stock. (b) Richmond County has sole power to vote or direct the vote and sole power to dispose or direct the disposition of 132,400 shares of Pamrapo common stock. Mr. Manzulli has sole power to vote or direct the vote and sole power to dispose or direct the disposition of 400 shares of Pamrapo common stock. (c) Neither Richmond County nor Mr. Manzulli has effected any transactions in Pamrapo common stock during the past 60 days. See Item 3. (d) No person other than Richmond County has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Pamrapo common stock that may be deemed beneficially owned by Richmond County. No person other than Mr. Manzulli has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the 4 5 sale of, any shares of Pamrapo common stock that may be deemed beneficially owned by Mr. Manzulli. 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. 5 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. RICHMOND COUNTY FINANCIAL CORP. By: /s/ Michael F. Manzulli --------------------------------------------- Michael F. Manzulli President and Chief Executive Officer Date: March 12, 2001 6 7 Schedule I Directors and Executive Officers of Richmond County Financial Corp. ------------------------------------------------------------------ The names, business address and present principal occupation of each director, executive officer and controlling person of Richmond County Financial Corp. are set forth below. Unless otherwise indicated, all persons are citizens of the United States.
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Michael F. Manzulli 1214 Castleton Avenue Chairman of the Board of Directors and Chief Executive Staten Island, New York 10310 Officer of Richmond County Financial Corp., and Director, President and Chief Executive Officer of Richmond County Savings Bank. Mr. Manzulli is also a member of the board of directors of Peter B. Cannell & Co., Inc., an investment management firm located in New York City, a member of the board of directors of the Richmond County Savings Foundation, and is partner at the law firm of Lahr, Dillon, Manzulli, Kelley & Pennet, P.C. Anthony E. Burke 1214 Castleton Avenue President, Chief Operating Officer and Director of Staten Island, New York 10310 Richmond County Financial Corp. and Richmond County Savings Bank. Mr. Burke is also a member of the board of directors of Peter B. Cannell & Co. Inc., an investment management firm located in New York City, and a member of the board of the directors of the Richmond County Savings Foundation. James L. Kelley 1214 Castleton Avenue Director of Richmond County Financial Corp. and Staten Island, New York 10310 Director of Richmond County Savings Bank. Mr. Kelley is a partner of the law firm of Lahr, Dillon, Manzulli, Kelley & Penett, P.C., which serves as general counsel to Richmond County Savings Bank. Mr. Kelly is also a member of the board of the directors of the Richmond County Savings Foundation. T. Ronald Quinlan, Jr. 1214 Castleton Avenue Director of Richmond County Financial Corp. and Staten Island, New York 10310 Director of Richmond County Savings Bank. Mr. Quinlan is also a member of the board of the directors of the Richmond County Savings Foundation. William C. Frederick 1214 Castleton Avenue Director of Richmond County Financial Corp. and Staten Island, New York 10310 Director of Richmond County Savings Bank. Dr. Frederick is a surgeon in Staten Island and is affiliated with St. Vincent's Hospital, Staten Island University Hospital and Bayley Seton Hospital. Dr. Frederick is also a member of the Richmond County Savings Foundation. Maurice K. Shaw 1214 Castleton Avenue Director of Richmond County Financial Corp. and Staten Island, New York 10310 Director of Richmond County Savings Bank. Mr. Shaw is currently Senior Vice President in charge of corporate affairs of Brooklyn Union Gas Co. Mr. Shaw is also a member of the board of directors of the South Jersey Savings Charitable Foundation and a member of the board of the directors of the Richmond County Savings Foundation.
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NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Godfrey H. Carstens, Jr. 1214 Castleton Avenue Director of Richmond County Financial Corp. Staten Island, New York and Director of Richmond County Savings Bank. Mr. Carstens is currently the owner and president of Carstens Electrical Supply Co., an electrical supply company located in Staten Island, New York. Mr. Carsters is also a member of the board of the directors of the Richmond County Savings Foundation. Robert S. Farrell 1214 Castleton Avenue Director of Richmond County Financial Corp. and Staten Island, New York 10310 Director of Richmond County Savings Bank. Mr. Farrell is currently president of H.S. Farrell, Inc., a lumber, millwork and building materials supply company located in Staten Island, New York. Mr. Farrell is also a member of the board of the directors of the Richmond County Savings Foundation. Thomas R. Cangemi 1214 Castleton Avenue Executive Vice President, Chief Financial Officer of Staten Island, New York 10310 Richmond County Financial Corp. and Richmond County Savings Bank. Mr. Cangemi is also a member of the board of directors of Peter B. Cannell & Co., Inc., an investment management firm located in New York City. Mr. Cangemi is also a member of the board of directors of the South Jersey Savings Charitable Foundation. Patrick F.X. Nilan 1214 Castleton Avenue Director of Richmond County Financial Corp. Retired Staten Island, New York 10310 President and Chief Executive Officer of Bayonne Bancshares, Inc. Mr. Nilan is also a member of the board of the directors of the Richmond County Savings Foundation.
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