-----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, U2iMsWF6t72sthw35DEYNNPLtxOR/RTO0KHVPQlh2kCCdiS1ODZZ8uhUYhgbU/9p 3tQ8AMGceBrTqh7nmo5c2w== 0000909654-97-000117.txt : 19970319 0000909654-97-000117.hdr.sgml : 19970319 ACCESSION NUMBER: 0000909654-97-000117 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970318 SROS: NASD 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: 1934 Act SEC FILE NUMBER: 005-40552 FILM NUMBER: 97558506 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: CONLAN ROGER T CENTRAL INDEX KEY: 0000936188 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 22 FAWN DRIVE CITY: MONTVILLE STATE: NJ ZIP: 07045 MAIL ADDRESS: STREET 1: 22 FAWN DRIVE CITY: MONTVILLE STATE: NJ ZIP: 07045 SC 13D 1 1 OMB APPROVAL --------------------- OMB Number 3235-0145 Expires: December 31, 1997 Estimated average burden hours per form. . . .14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)* Pamrapo Bancorp, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 6977381002 - -------------------------------------------------------------------------------- (CUSIP Number) Roger T. Conlan 22 Fawn Drive, Montville, N.J. 07045 (201) 263-2143 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 12, 1997 ------------------------------------------------------------ (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-1(b)(3) or (4), check the following box / /. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). 2 CUSIP No. 697738-10-02 SCHEDULE 13D Page 2 of 7 Pages ----- ----- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Roger T. Conlan - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH ----------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES See Item 5 of this report /X/ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 0 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP NO. 697738-10-02 Page 3 of 7 Pages - --------------------- ----------------- ITEM 1: Security and Issuer. ------------------- ITEM 1 (a): Title of Class of Securities Common Stock, par value $.01 per share ITEM 1 (b): Name and Address of the Principal Executive Office of the Issuer Pamrapo Bancorp, Inc. 611 Avenue C Bayonne, New Jersey 07002 ITEM 2: Identity and Background ----------------------- Mr. Conlan's background has been previously reported. 4 CUSIP NO. 697738-10-02 Page 4 of 7 Pages - --------------------- ----------------- ITEM 4: Purpose of Transaction. ---------------------- Mr. Conlan has sold his entire investment in Pamrapo Bancorp, Inc. stock back to the Company. 5 CUSIP No. 697738-10-02 Page of 5 to 7 Pages - --------------------- -------------------- ITEM 5: Interest in Securities of the Issuer. ------------------------------------ As of the close of business on March 12, 1997, Mr. Conlan no longer owns any shares of Pamrapo Bancorp, Inc. 6 CUSIP No. 697738-10-02 Page of 6 to 7 Pages - --------------------- -------------------- ITEM 6: Contracts, Arrangements, Understandings or Relationships with ------------------------------------------------------------- Respect to Securities of the Issuer. ----------------------------------- Mr. Conlan has signed a standstill agreement with the Company. The duration of this agreement is for two years from the date of signing, a copy of that exhibit is enclosed as Exhibit 1. ITEM 7: Exhibits. -------- Standstill Agreement 7 CUSIP No. 697738-10-02 Page of 7 to 7 Pages - --------------------- -------------------- 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. March 12, 1997 /s/ Roger T. Conlan - ----------------- ----------------------- Date Signature EX-1 2 1 EXHIBIT 1 STANDSTILL AGREEMENT STANDSTILL AGREEMENT dated as of March 12, 1997, between Pamrapo Bancorp, Inc., a Delaware corporation (the "Company"), and Roger T. Conlan (Roger T. Conlan together with his associates and affiliates as such terms are defined in Rule 12b-2 of the rules and regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934 shall be referred to as "Conlan"). WHEREAS, Conlan beneficially owns an aggregate of 278,900 shares (the "Shares") of Common Stock, par value $0.01 per share (the "Common Stock"), of the Company. WHEREAS, in consideration for the sale of 278,900 shares of Common Stock at $23.50 per share for an aggregate of $6,554,150 with proxies, the Company and Conlan (together the "Parties) have agreed to enter into and abide by the terms of the Agreement. NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: ARTICLE I SECTION 1.1. Standstill Provisions. (a) Conlan and his affiliates will not, alone or in concert with others (and will not advise, assist or encourage others to), directly or indirectly, unless specifically requested in writing in advance by the Company or specifically approved by a majority of the members of the Board of Directors of the Company (it being understood that Conlan or affiliates of Conlan shall not seek to have the Company or any of the Company's officers, directors, representatives, trustees, employees, attorneys, advisors, agents, affiliates or associates make any such request), for a period of two (2) years from the date hereof: (i) by purchase or otherwise, acquire, or agree to acquire ownership (including, but not limited to, beneficial ownership) of any additional shares of Common Stock of the Company or direct or indirect rights (including convertible securities) or options to acquire such ownership; (ii) make any public announcement with respect to, or submit any proposal for, the acquisition of beneficial ownership of additional shares of Common Stock (or direct or indirect rights, including convertible securities, or options to acquire such beneficial ownership), or for or with respect to any extraordinary transaction or merger, consolidation, sale of substantial assets or business combination involving the Company or any of its affiliates, whether or not any parties other than Conlan and his affiliates and associates are involved and whether or not such proposal might require the making of a public announcement by the Company unless (x) such proposal is directed and disclosed solely to the Board of Directors of the Company and (y) the Company shall have requested Conlan in writing in advance of the submission of such proposal; (iii) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) or become a "participant" in any "election contest" (as such terms are defined or used in Rule 14a-11 under the Exchange Act) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of the Company or any of its affiliates; (iv) form, join or in any way participate in a "group" (as such term is used in Section 13d(3) of the Exchange Act) 2 with respect to any securities of the Company or any of its affiliates in connection with any action or matter otherwise prohibited by the terms of this Agreement; (v) initiate or propose any shareholder proposals for submission to a vote of shareholders with respect to the Company or any of its affiliates or propose any person for election to the Board of Directors of the Company or any of its affiliates; (vi) initiate any communication with any customer or supplier of the Company regarding matters relating to the Company with a view towards interfering with or otherwise adversely affecting the relationship between the Company and any such customer or supplier; (vii) otherwise seek to control the management or policies of the Company or any of its affiliates, to obtain representation on the Board of Directors of the Company or any of its affiliates; (viii) disclose to any third party, or make any filing under the Exchange Act (including, without limitation, under Section 13(d) thereof) disclosing, any intention, plan or arrangement inconsistent with the foregoing; (ix) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing; (x) sell any Common Stock of the Company, directly or indirectly, unless executed in brokerage transactions; or (xi) request the Company (or any of its officers, directors, representatives, trustees, employees, attorneys, advisers, agents, affiliates or associates) to waive, amend or modify in any material respect any restrictions contained in this Article I (or to waive, amend or modify this clause (xi)), it being understood that no request whatsoever shall be made which (aa) is disclosed by Conlan to any third party or in any filing under the Exchange Act (including, without limitation, under Section 13(d) thereof) or (bb) the Company might be required to publicly disclose. (b) Conlan and any affiliate thereof shall support management proposals and vote the shares of Common Stock owned by them beneficially or of record in favor of such management proposals. ARTICLE II SECTION 2.1. Fees and Expenses. Each party shall pay the fees and expenses of its investment banking advisers, attorneys, accountants and other advisors, if any, and all other expenses incurred by such Party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. SECTION 2.2. Joint and Several Liability. Conlan and his affiliates shall be jointly and severally liable for any breach of this Agreement. SECTION 2.3. No Disclosure. The Company and Conlan each agree not to make (and agree to use their best efforts to cause their officers, directors, representatives, trustees, employees, attorneys, advisors, agents, affiliates and associates not to make) any disclosure with respect to this Agreement, the performance hereof or any matter covered hereby, other than a disclosure of the specific terms hereof; provided, however, that neither the Company nor Conlan shall be restricted from making such disclosure if and to the extent it shall be advised by independent counsel that such disclosure is required by law or administrative regulation or by the regulation of any stock exchange. 3 SECTION 2.4 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect, unless such action would substantially impair the benefits to either party of the remaining provisions of this Agreement. SECTION 2.5. Specific Enforcement: No Right to Terminate; Consent to Jurisdiction. (a) The Company and Conlan acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they may be entitled by law or equity. (b) The parties further agree that they shall not be permitted or have the right to terminate or suspend performance of any provision of this Agreement, it being agreed that all provisions of this Agreement shall continue and be specifically enforceable in all events and under all circumstances regardless of any events, occurrences, actions or omissions before or after the date hereof. In furtherance of the foregoing, the parties agree that they shall not be permitted to, and shall not, bring any claim seeking to terminate or suspend performance of any provision of this Agreement or seeking any determination that any provision of this Agreement (including, without limitation, this Section 2.5) is invalid, inapplicable or unenforceable. (c) The Company and Conlan (i) hereby irrevocably submit to the laws of the State of Delaware for the purposes of any claim arising out of or relating to this Agreement and agree that, if at any time either believes that it is entitled, because of a breach of this Agreement, to assert any claim against the other, it will assert such claim only under the laws of the State of Delaware and (ii) hereby waive, and agree not to assert in any such claim that they are not personally subject to the jurisdiction of the laws of the State of Delaware, that such claim is brought in an inconvenient forum or that the venue is improper. The Company and Conlan consent to process being served in any such claim by mailing a copy thereof to the address in effect for notices to the parties under this Agreement and agree that such service upon receipt shall constitute good and sufficient service or process and notice thereof. Nothing in this paragraph shall affect or limit any right to serve process in any other manner permitted by law. SECTION 2.6. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the matters covered hereby and this Agreement may be amended only by an agreement in writing executed by the parties hereto. SECTION 2.7. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) when personally delivered or delivered by telex (with correct answer-back received) or telecopy on a business day during normal business hours at the address or number designated below or (b) on the business day following the date of mailing by overnight courier, fully prepaid, addressed to such address. 4 IN WITNESS WHEREOF, the parties have hereunto executed this Agreement as of the day and year first above written. Pamrapo Bancorp, Inc. /s/ William J. Campbell BY: ----------------------------- William J. Campbell Chairman of the Board and Chief Executive Officer C/O Pamrapo Bancorp, Inc. 611 Avenue C Bayonne, New Jersey 07002 (201) 339-4600 CONLAN /s/ Roger T. Conlan BY: ----------------------------- Roger T. Conlan 22 Fawn Drive Montville, New Jersey 07045 Telephone Number: (201) 263-2143 (201) 334-2348 -----END PRIVACY-ENHANCED MESSAGE-----