-----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, GYwAQ64xORye397hp0WkFEJpnLTI8vtIUUzIuaNqeWeT9BDw+OBdDQikXlPqFFW8 37rIjzu9P1al4lXeiU+8HQ== 0001039565-98-000001.txt : 19980119 0001039565-98-000001.hdr.sgml : 19980119 ACCESSION NUMBER: 0001039565-98-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980116 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MSB BANCORP INC /DE CENTRAL INDEX KEY: 0000887202 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 061341670 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43041 FILM NUMBER: 98508173 BUSINESS ADDRESS: STREET 1: 35 MATTHEWS ST CITY: GOSHEN STATE: NY ZIP: 10924 BUSINESS PHONE: 9142948100 MAIL ADDRESS: STREET 1: 35 MATTHEWS ST CITY: GOSHEN STATE: NY ZIP: 10924 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KAHN THOMAS GRAHAM CENTRAL INDEX KEY: 0001039565 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: KHAN BROTHERS & CO INC STREET 2: 555 MADISON AVENUE 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129805050 MAIL ADDRESS: STREET 1: KAHN BROTHERS & CO INC STREET 2: 555 MADISON AVENUE 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 MSB 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* MSB BANCORP, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 553517103 (CUSIP Number) KAHN BROTHERS & CO., INC., 555 MADISON AVENUE, NY, NY 10022 (212) 980-5050 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 30, 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- (b)(3) or (4), check the following box. (. Check the following box if a fee is being paid with the statement (. (A fee is not required only if the reporting 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 such class.) (See Rule 13d-7.) SCHEDULE 13D CUSIP No. 553517103 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. Kahn Brothers & Co., Inc. 13-2948997 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( (b) ( 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (e) ( 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA, 555 Madison Avenue, New York, NY 10022 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 132,000 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 132,000 Clients of Kahn Brothers & Co., Inc. own additional shares of MSB Bancorp over which the firm has no dispositive power. 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 132,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.64 14. TYPE OF REPORTING PERSON IA Item 1. Security and Issuer This statement relates to the common stock, $.01 par value (the "Common Stock") of MSB Bancorp, Inc. The Company's principal executive offices are located at 35 Matthews Street, Goshen, New York 10924. William C. Myers is the Chairman of the Board, President and Chief Executive Officer of the Company. Anthony J. Fabiano is the Chief Financial Officer. Item 2. Identity and Background a) This statement is filed by Kahn Brothers & Co., Inc. as Investment Advisor b) The address of the principal business and principal office of Kahn Brothers & Co., Inc. is 555 Madison Avenue, 22nd Floor, New York, New York 10022. c) Kahn Brothers & Co., Inc. is both a registered Investment Advisor and a NYSE member firm. d) Kahn Brothers & Co., Inc. has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). e) Kahn Brothers & Co., Inc. has not, during the last five years, 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. f) Kahn Brothers & Co., Inc. is a corporation organized under the laws of the State of New York. Item 3. Source and Amount of Funds and Other Considerations. The net investment cost (including commissions, if any) of the shares of Common Stock owned by clients of Kahn Brothers & Co., Inc. is approximately $1,899,538. The shares of Common Stock were purchased by Kahn Brothers & Co., Inc.'s individual clients with funds provided by their investment portfolios. Item 4. Purpose of the Transaction Kahn Brothers & Co., Inc. as a registered Investment Advisor originally purchased shares of the Issuer for investment purposes. On December 15, 1997, the Company entered into an Agreement and Plan of Merger with HUBCO Inc., a New Jersey bank holding company. Accordingly, Kahn Brothers & Co., Inc. has elected to reduce its holdings to less than 5% of the Common Stock. Kahn Brothers & Co., Inc. may make further purchases of shares of the Common Stock or may dispose of its remaining shares at any time. Item 5. Interest in Securities of the Issuer. a) Aggregate number of shares owned: 132,000. Percentage: 4.64%. The percentages used herein and in the rest of Item 5 are calculated based upon the 2,844,153 shares of Common Stock issued and outstanding as of December 10, 1997, as reflected in the Company's 8-K report filed with Securities and Exchange Commission on December 15, 1997. b) 1. Sole power to vote or direct vote: 132,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 132,000 4. Shared power to dispose or direct the disposition: 0 c) The following transactions are the only transactions in the Common Stock made by Kahn Brothers & Co., Inc. in the past 60 days, all of which were made in open market sales on the American Stock Exchange: Date Number of Shares Price per Share 12/18/97 2,700 $34.00 12/22/97 2,000 $33.51 12/29/97 20,000 $34.04 12/30/97 5,000 $34.58 12/31/97 5,000 $36.58 d) Not applicable. e) Kahn Brothers & Co., Inc. ceased to be an owner of more than five percent of the Common Stock issued and outstanding on December 30, 1997. Item 6. Two principals of Kahn Brothers & Co., Inc. in their capacity as Trustees of that Firm's pension and profit sharing plans have commenced a legal action against MSB and its directors for breach of fiduciary duty. Discovery has been completed and trial is pending. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement, as amended, is true, complete and correct. Date: January 16, 1998 KAHN BROTHERS & CO., INC. By: /s/ Thomas Graham Kahn Thomas Graham Kahn, President -----END PRIVACY-ENHANCED MESSAGE-----