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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 6, 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
3,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 33,000
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,000
WITH
10 SHARED DISPOSITIVE POWER
33,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
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 33,000
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
33,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
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
33,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 33,000
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
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
2,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 43,500
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,000
WITH
10 SHARED DISPOSITIVE POWER
43,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
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 10 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 Schedule 13D 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 10 Pages
During the last five years, none of the Reporting Persons has
been (a) convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors), (b) 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.
No funds were borrowed for the Reporting Persons'
purchases. Morris Propp used the funds of Eugenie A. Propp and Martha Morrell
to purchase the shares of the Company's Stock for such persons in their accounts
over which Morris Propp has discretionary trading authority. All funds used to
purchase the rest of the Company's Stock owned by the Reporting Persons were
personal funds, in the cases of individual Reporting Persons, and working
capital funds in the cases of Hanaper Partners, L.P. and P-II, Incorporated. It
is anticipated that such personal funds and working capital will be used to make
additional purchases, if any, of the Company's securities.
<PAGE>
Page 5 of 10 Pages
Item 4. Purpose of Transaction.
The Common Stock held by the Reporting Persons was acquired
and is being held as an investment. The Reporting Persons believe there is the
potential for a greater return on shareholders' investment than is currently
being realized. In February 1997, Morris Propp wrote to the Company to nominate
Rodney Propp to serve as a director of the Company. Morris Propp informed the
Company in his letter that unless the Company's board of directors nominated
Rodney Propp for election as a director, Morris Propp may nominate Rodney Propp
from the floor at the Company's next annual meeting of shareholders (the
"Meeting"). If Rodney Propp is nominated, the Reporting Persons intend to vote
their shares of Stock in favor of his election.
The Reporting Persons may continue to seek representation on
the board of directors, and to take such other steps as they deem reasonable to
influence the Company's management to improve its operation of the Company.
The Reporting Persons believe that it is important for a publicly-held company
to have on its board more than one non-management member who is a major
shareholder. The Reporting Persons hope to work with management to increase
shareholder value through improved earnings and through on-going equity
buybacks. The Reporting Persons believe that earnings after taxes could
<PAGE>
Page 6 of 10 Pages
increase to and beyond the industry's regional 0.75% average annual return on
assets, from its current levels which are substantially lower. The Reporting
Persons believe that despite the recent run-up, the current share price in
relationship to tangible book value is still among the lowest in the industry,
reflecting no value, given by the marketplace, to the Bank's franchise, which
the Reporting Persons consider to have substantial worth and even greater
potential. The Reporting Persons have no present plans or proposals which relate
to or would result in: (a) the acquisition or disposition by any person (other
than the Reporting Persons) of additional securities of the Company; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) causing a class of securities of the
Company to be delisted from a national securities exchange or cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (e) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or (f) any action similar to any of
those enumerated above. While the Reporting Persons have no present specific
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; to make any material changes in the present
capitalization or dividend policy of the Company; to make any other material
change in the
<PAGE>
Page 7 of 10 Pages
Company's business or corporate structure; or to make any changes in the
Company's charter, bylaws or instruments corresponding thereto or to take other
actions which may impede the acquisition of control of the Company by any
person, the Reporting Persons could in the future propose one or more of the
foregoing actions if they deem such actions to be in furtherance of their
intention to achieve a greater return on their investment.
Item 5. Interest in Securities of the Issuer.
The Reporting Persons own beneficially in the aggregate 48,500
shares of Stock which constitutes approximately 5.0% of the shares of Stock
outstanding, based upon the Company's Report on Form 10-Q for the quarterly
period ended September 30, 1996, in which the Company reported 963,023 shares of
Stock outstanding as of November 12, 1996. Such amount includes 33,000 shares of
Stock owned by Hanaper Partners, L.P., 1,000 shares of Stock owned by Morris
Propp, 1,000 shares of Stock owned by Morris Propp's Individual Retirement
Account, 2,000 shares of Stock owned by Rodney M. Propp and 1,000 shares owned
by Rodney M. Propp's Keough plan. In addition, Morris Propp has shared
dispositive power over: 7,000 shares of the Company's Stock owned by Eugenie A.
Propp, by virtue of his discretionary authority over her brokerage account in
which such shares are held; 1,000 shares owned by Martha Morrell, and 2,500
shares owned by Martha Morrell's Keough plan by virtue of his discretionary
authority over the brokerage accounts in which such shares are held.
<PAGE>
Page 8 of 10 Pages
Morris Propp expressly disclaims beneficial ownership of the 3,000 shares owned
by Rodney M. Propp. Rodney M. Propp expressly disclaims beneficial ownership of
the following shares: the 1,000 shares owned by Morris Propp; the 1,000 shares
owned by Morris Propp's IRA; the 7,000 shares owned by Eugenie A. Propp; the
1,000 shares owned by Martha Morrell; and the 2,500 shares owned by Martha
Morrell's Keough Plan. Each of the Reporting Persons has the sole power to vote
and direct the vote and to dispose and direct the disposition of the Stock which
he or it owns, except that Morris Propp and Rodney Propp share the power to
direct the vote and disposition of (a) the 33,000 shares owned by Hanaper
Partners, L.P. by virtue of P-II, Incorporated's status as general partner of
Hanaper Partners, L.P. and Morris Propp's and Rodney Propp's status as sole
officers and directors of P-II. In addition, Morris Propp shares the power to
direct the disposition of the 7,000 shares owned by Eugenie A. Propp, the 1,000
shares owned by Martha Morrell and the 2,500 shares owned by Martha Morrell's
Keough Plan by virtue of his discretionary trading authority over the accounts
in which such shares are held.
Within the last 60 days, the Reporting Persons have engaged in
the following transactions (all open market purchases) in the Company's Class A
Common Stock:
HANAPER PARTNERS, L.P.
1/21/97 1,000 @ 13.25
3/06/97 2,000 @ 15.25
3/06/97 1,000 @ 15.75
RODNEY M. PROPP KEOUGH PLAN
3/06/97 500 @ 15.25
3/06/97 500 @ 15.75
<PAGE>
Page 9 of 10 Pages
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 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 Exhibits.
Not Applicable.
<PAGE>
Page 10 of 10 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.
March 12, 1997 /s/ Rodney M. Propp
______________________________________
Rodney M. Propp
March 17, 1997 /s/ Morris Propp
______________________________________
Morris Propp
March 17, 1997 Hanaper Partners, L.P.
By: P-II Incorporated, General Partner
By: /s/ Morris Propp
_____________________________________
Morris Propp, President
March 17, 1997 P-II, Incorporated
By: /s/ Morris Propp
_____________________________________
Morris Propp, President
