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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Prestige Bancorp
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
741115109000
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(CUSIP Number)
Morris Propp
105 Commodore Drive
Jupiter, FL 33477
(561)745-4779
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 17, 2000
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
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(1) 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 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>
13D
Morris Propp
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
###-##-####
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
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
NUMBER OF 25,184
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
19,456
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 25,184
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
19,456
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,640
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.71%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
Melvin Heller
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
###-##-####
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
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
NUMBER OF 44,560
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 44,560
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,560
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.70%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
The security to which this statement (the "Schedule 13D") relates are the
sharesof Common Stock (the "Stock") of Prestige Bancorp, (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, all
private investors, who are hereinafter referred to as the "Reporting Persons":
(1) Melvin Heller, and (2) Morris Propp. Melvin Heller's business address is 15
Maiden Lane, New York, NY 10038. Morris Propp's business address is 105
Commodore Drive, Jupiter, FL 33477. The Reporting Persons are citizens of the
United States.
During the last five years, neither 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 administrtaive
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgement, decree or mandating activities subject to, Fedreral or
State securities laws or finding any violation with respect to such laws..
Item 3. Source of Funds
No borrowed funds have been used by owners of shares to establish or
maintain positions in the Company's stock. Morris Propp and Melvin Heller used
their own funds and also the funds of Hanaper, an investment partnership in
which they together own 92.5% and the remainder is owned by two members of their
immediate families, Mortimer J. Propp and Adrienne Margaret Propp, a minor.
Morris Propp also used the funds of Marni Morrell, and Eugenie A. Propp, over
which Morris Propp has discretionary trading authority. All funds used to
purchase the Stock were personal funds. It is anticipated that such personal
funds will be used to make additional purchases, if any, of the Company's
securities.
Item 4. Purpose of Transaction.
The Stock held by the Reporting Persons was acquired and is being held as
an investment. The Reporting Persons have no 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) any change in the present board of
directors or management of the Company, including plans or proposals to change
the number or terms of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of the
issuer; (f) any other material change in the Company's business or corporate
structure; (g) changes in the company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person; causing the stock to be delisted from a
national securities exchange; (i) a class of equity securities of the Company
becoming eligible for termination of registration; or (j) any action similar to
any of those enumerated above.
The Company's 8(k), filed on May 24, 2000, relates to an "informal
directive" issued by the Office of Thrift Supervision (OTS) on May 17, 2000 that
places restrictions on the Company's asset growth over the near- and
intermediate-term. The Reporting Persons are comfortable that the Company's
Management and Board are endeavoring to address the concerns raised by OTS. The
Reporting Persons also feel that, at this point, asset growth is not necessarily
a preferred avenue for enhancing shareholder value. The Reporting Persons may
alter their plans, at a later date, after evaluating Management's and the
Board's effectiveness in meeting their current challenges and especially in
increasing shareholder value, subject to the existing constraints.
Item 5. Interest In Securities of the Issuer
The Reporting Person now owns, beneficially, or controls the votes of, in
the aggregate, 89,700 shares of stock which constitutes approximately 9.47% of
the the shares of stock outstanding, based upon the Company's Report on Form
10-Q filed on May 12, 2000, for the period ending March 31, 2000, in which the
Company reported 947,116 shares outstanding. Such amount includes 44,560 shares
owned by Melvin Heller personally and through Hanaper; 25,184 shares owned by
Morris Propp personally and through Hanaper. In addition, Morris Propp has
shared dispositive powers and shared voting powers over: 15,000 shares of the
Company's stock owned by his wife, Marni Morrell, by virtue of his discretionary
authority over her brokerage account in which such shares are held; 1,000 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; 2160 shares
of the Company's stock owned by Mortimer J. Propp through his interest in
Hanaper; and 1296 shares of the Company's stock owned by Morris Propp's
daughter, Adrienne Margaret Propp, a minor, through her interest in Hanaper.
Adrienne Margaret Propp also owns 500 shares of the Company's stock in a
custodial account.
Within the last 60 days, the Reporting Persons have engaged in the following
transactions (all open market purchases and sales) in the Company's Stock:
Melvin Heller
4/19/00 8000 @ 9-9/16
4/20/00 -3000 @ 9-5/8
4/25/00 1000 @ 9-13/16
4/30/00 1000 @ 9-13/16
5/17/00 1800 @ 10
Morris Propp
3/20/00 500 @ 10 7/16
3/22/00 200 @ 10-1/4, 500 @ 10-1/16
3/23/00 300 @ 9-7/8
3/31/00 100 @ 9-13/16
4/14/00 1000 @ 9-1/2
4/17/00 1000 @ 9-1/2
4/19/00 500 @ 10-1/16
4/20/00 -100 @ 9-1/2, -100 @ 9-5/8
4/28/00 400 @ 10
5/1/00 150 @ 10
5/2/00 60 @ 10-3/8
5/8/00 -100 @ 9-1/2, -100 @ 9-7/16
5/10/00 -300 @ 9-5/8
5/11/00 -100 @ 9-3/8
5/16/00 340 @ 10
5/17/00 8000 @ 10
5/18/00 600 @ 10-1/4
Marni Morrell
4/17/00 500 @ 9-3/4
4/18/00 1900 @ 9-9/16
4/19/00 500 @ 10
4/24/00 500 @ 10
5/15/00 1100 @ 9-3/4
5/16/00 500 @ 10
5/17/00 5500 @ 10
Hanaper
3/21/00 1000 @ 10
3/24/00 1000 @ 10
4/17/00 500 @ 9-3/4
4/20/00 1000 @ 9-5/8
4/26/00 100 @ 9-5/8
5/1/00 400 @ 10
5/2/00 300 @ 9-15/16
5/3/00 3000 @ 9-3/4
5/4/00 1000 @ 9-3/4
5/5/00 1000 @ 9-3/4
5/10/00 500 @ 9-3/4
5/11/00 1000 @ 9-3/4
5/12/00 200 @ 9-3/4
5/16/00 2000 @ 9-3/4, 900 @ 10
5/17/00 24400 @ 10
5/19/00 500 @ 10-1/2
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
None.
Item 7. Material to be Filed As Exhibits
Not applicable.
<PAGE>
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.
Date: May 31, 2000 /s/ Morris Propp
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Morris Propp
Date: May 31, 2000 /s/ Melvin Heller
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Melvin Heller
