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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Prestige Bancorp, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
741115109
(CUSIP Number)
Rodney M. Propp
405 Park Avenue
New York, New York 10001 Telephone: (212) 421-1117
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 28, 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 [ ].
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.)
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).
<PAGE>
SCHEDULE 13D
CUSIP No. 741115109 Page of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rodney M. Propp
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [X]
3 SEC USE ONLY
4. SOURCE OF FUNDS*
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
USA
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
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* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 OF 7
<PAGE>
SCHEDULE 13D
CUSIP No. 741115109 Page of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
P-II, Incorporated
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [X]
3 SEC USE ONLY
4. SOURCE OF FUNDS*
0
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
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* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 OF 7
<PAGE>
SCHEDULE 13D
CUSIP No. 741115109 Page of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hanaper Partners, L.P.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (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
New York
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
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* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 OF 7
<PAGE>
SCHEDULE 13D
CUSIP No. 741115109 Page of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morris Propp
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [X]
3 SEC USE ONLY
4. SOURCE OF FUNDS*
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
USA
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
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* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 OF 7
<PAGE>
Page 3 of 5 Pages
Item 1. Security and Issuer.
The securities to which this statement (the "Schedule 13D")
relates are the shares of Common Stock (the "Stock") of Prestige Bancorp, Inc.
(the "Company"). The Company's principal executive offices are located at 710
Old Clairton Road, Pleasant Hills, Pennsylvania 15236.
Item 2. Identity and Background.
This Amendment No. 1 to Schedule 13D (the "Amendment") is
filed collectively by the following individuals and entities which are
hereinafter referred to as the "Reporting Persons":(1) Morris Propp, a private
investor, (2) Rodney M. Propp, a private investor (and cousin of Morris Propp),
(3) Hanaper Partners, L.P., a New York limited partnership, of which all the
limited partners are relatives of Morris Propp and Rodney M. Propp, and which is
engaged in the business of making investments, and (4) P-II, Incorporated, a New
York corporation, all of the stock of which is owned by relatives of Morris
Propp and Rodney M. Propp, and which is engaged in the business of managing
Hanaper Partners, L.P. and making investments in its own behalf. Each Reporting
Person's business address is c/o P-II, Incorporated, 405 Park Avenue, New York,
New York 10022, except Morris Propp, whose address is 1035 S. Federal Highway,
Delray Beach, Florida 33483. The individual Reporting Persons are both citizens
of the United States.
<PAGE>
Page 4 of 5 Pages
Item 4. Purpose of Transaction.
This Amendment is filed by the Reporting Persons to report
their sale, on March 28, 1997, of 46,500 shares of the Company's Common Stock,
at $16 per share, in a private sale to the Company and a sale of 2,000
shares in the open market on April 2, 1997. Such sales reduce the
Reporting Persons' holdings to zero. In addition, Morris Propp has withdrawn
his nomination of Rodney Propp to serve as a director of the Company,
as reported in the Reporting Persons' original Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The Reporting Persons now own beneficially, in the aggregate,
no shares of Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The Reporting Persons do not have any contracts, arrangements
or understandings with any other person with respect to the securities of the
Company, except for their agreement to sell their shares of the Company's Common
Stock to the Company, which sale occurred on March 28, 1997, and their agreement
to file this Schedule 13D collectively. The Reporting Persons disclaim
membership in any group with respect to the securities of the Company.
Item 7. Material to be Filed as Exhibit
Not Applicable.
<PAGE>
Page 5 of 5 Pages
Signatures
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.
April 3, 1997 /s/ Rodney M. Propp
__________________________________________________________
Rodney M. Propp
April 3, 1997 /s/ Morris Propp
_________________________________________________
Morris Propp
April 3, 1997 Hanaper Partners, L.P.
By: P-II Incorporated, General Partner
By: /s/ Morris Propp
__________________________________________
Morris Propp, President
April 3, 1997 P-II, Incorporated
By: /s/ Morris Propp
_____________________________________________
Morris Propp, President
