SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BAYONNE BANCSHARES, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
00033620R1
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(CUSIP Number)
with a copy to:
Michael Lowenstein Eli S. Goldberg, Esq.
500 Park Avenue Lowenstein, Sandler, Kohl,
Fifth Floor Fisher & Boylan, P.A.
New York, New York 10022 65 Livingston Avenue
(212) 378-0879 Roseland, New Jersey 07068
(201) 992-8700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 22, 1997
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(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-l(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).
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1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons): Michael Lowenstein
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of Shares 7) Sole Voting Power: 431,151*
Beneficially Owned by Each
Reporting Person With: 8) Shared Voting Power: 0
9) Sole Dispositive Power: 431,151*
10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 431,151*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 4.8%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* 334,362 shares (3.7%) of Bayonne Bancshares, Inc. common stock are owned by
Tyndall Partners, L.P., a Delaware limited partnership. 24,344 shares (0.3%) of
Bayonne Bancshares, Inc. common stock are owned by Madison Avenue Partners,
L.P., a Delaware limited partnership. 67,166 shares (0.7%) of Bayonne
Bancshares, Inc. common stock are owned by Tyndall Institutional Partners, L.P.,
a Delaware limited partnership. 5,279 shares(0.1%) of Bayonne Bancshares, Inc.
common stock are owned by Halo International, Ltd., a company organized under
the laws of the Cayman Islands. Michael Lowenstein possesses the exclusive
discretion and authority over the voting and disposition of all shares of
capital stock of Bayonne Bancshares, Inc. owned by each of Tyndall Partners,
L.P., Madison Avenue Partners, L.P., Tyndall Institutional Partners, L.P. and
Halo International, Ltd., respectively. In addition, 93,856 shares (1.0%) of
Bayonne Bancshares, Inc. common stock are owned individually by Jeffrey S.
Halis, a general partner of Halo Capital Partners, L.P., and a member of Jemi
Management, L.L.C. Michael Lowenstein does not possess any voting or investment
control over the shares of Bayonne Bancshares, Inc. owned individually by
Jeffrey Halis. Michael Lowenstein disclaims any interest in any shares of
Bayonne Bancshares, Inc. individually owned by Jeffrey Halis. See Item 5 for
further information on the computation of percentages set forth herein.
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.01 per share (the
"Common Stock"), of Bayonne Bancshares, Inc., a Delaware corporation with
principal executive offices located at 568 Broadway, Bayonne, New Jersey 07002.
Item 2. Identity and Background.
The person filing this statement is Michael Lowenstein, whose business
address is 500 Park Avenue, Fifth Floor, New York, New York 10022. Mr.
Lowenstein serves as a general partner of Halo Capital Partners, L.P., Delaware
limited partnership ("Halo") and as a member of Jemi Management, L.L.C., a New
York limited liability company ("Jemi"). Halo serves as the sole general partner
of each of Tyndall Partners, L.P., Tyndall Institutional Partners, L.P., and
Madison Avenue Partners, L.P., each of which are Delaware limited partnerships
having their principal executive offices located at 500 Park Avenue, Fifth
Floor, New York, New York 10022. Jemi serves as the investment manager for Halo
International, Ltd., a company organized under the laws of the Cayman Islands,
having its principal executive offices located at Butterfield Fund Managers
(Guernsy) Limited, Post Office Box 211, Butterfield House, The Grange, St. Peter
Port, Guernsey, Channel Islands, GY1 3NQ. Each of Tyndall Partners, L.P.,
Tyndall Institutional Partners, L.P., Madison Avenue Partners, L.P., Halo
International, Ltd., and Michael Lowenstein are engaged in the investment in
personal property of all kinds, including, but not limited to, capital stock,
depository receipts, investment companies, mutual funds, subscriptions,
warrants, bonds, notes, debentures, options and other securities of whatever
kind and nature. Mr. Lowenstein has never been convicted in any criminal
proceeding, nor has he been party to any civil proceeding commenced before a
judicial or administrative body of competent jurisdiction as a result of which
he was or is now 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. Mr.
Lowenstein is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase shares of common stock of Bayonne Bancshares,
Inc., on behalf of Tyndall Partners, L.P. come directly from the net assets of
Tyndall Partners, L.P. All funds used to purchase shares of common stock of
Bayonne Bancshares, Inc., on behalf of Tyndall Institutional Partners, L.P. come
directly from the net assets of Tyndall Institutional Partners, L.P. All funds
used to purchase shares of common stock of Bayonne Bancshares, Inc. on behalf of
Madison Avenue Partners, L.P. come directly from the net assets of Madison
Avenue Partners, L.P. All funds used to purchase shares of common stock of
Bayonne Bancshares, Inc., on behalf of Halo International, Ltd. come directly
from the net assets of Halo International, Ltd.
Item 4. Purpose of Transaction.
The ownership of the shares of the Common Stock referred to in Item 5 is
solely for investment purposes on behalf of Tyndall Partners, L.P., Tyndall
Institutional Partners, L.P., Madison Avenue Partners, L.P. and Halo
International, Ltd., respectively. Michael Lowenstein has no present plans or
intentions which relate to or would result in any of the transactions required
to be described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon the information provided by Bayonne Bancshares, Inc., on August
22, 1997, there were issued and outstanding 8,991,079 shares of the Common
Stock. As of August 22, 1997, (i) Tyndall Partners, L.P. owned 334,362 of such
shares, or 3.7% of those outstanding, (ii) Madison Avenue Partners, L.P. owned
24,344 of such shares, or 0.3% of those outstanding, (iii) Tyndall Institutional
Partners, L.P. owned 67,166 of such shares, or 0.7% of those outstanding; and
(iv) Halo International, Ltd. owned 5,279 of such shares, or 0.1% of those
outstanding.1 Michael Lowenstein possesses sole power to vote and direct the
disposition of all shares of Bayonne Bancshares, Inc. common stock owned by each
of Tyndall Partners, L.P., Madison Avenue Partners, L.P., Tyndall Institutional
Partners, L.P. and Halo International, Ltd. There were no transactions by any of
Tyndall Partners, L.P., Madison Avenue Partners, L.P., Tyndall Institutional
partners, L.P., and Halo International, Ltd., in shares of Bayonne Bancshares,
Inc. Common Stock during the past sixty days other than the acquisition of the
shares as described in this Item 5 pursuant to the Plan of Conversion and
Agreement and Plan of Reorganization by and among Bayonne Bancshares, Inc.,
Bayonne Bancshares, M.H.C. and First Savings Bank of New Jersey, SLA.
Item 6. Contracts, arrangements, understandings or relationships with respect
to securities of the issuer.
No contracts, arrangements, understandings or similar relationships exist
with respect to the shares of Common Stock of Bayonne Bancshares, Inc., between
Michael Lowenstein and any person or entity.
Item 7. Material to be filed as exhibits.
Not Applicable.
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1 In addition, Jeffrey Halis, a general partner of Halo Capital Partners, L.P.,
and a member of Jemi Management, L.L.C., individually owned 93,856 shares of
Bayonne Bancshares, Inc., or 1.0% of those outstanding. Michael Lowenstein
disclaims any interest in any shares of Bayonne Bancshares, Inc.,
individually owned by Jeffrey Halis.
<PAGE>
Signature
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
September 5, 1997
/s/ Michael Lowenstein
Michael Lowenstein, as a general partner
of Halo Capital Partners, L.P., the general
partner of each of Tyndall Partners, L.P.,
Madison Avenue Partners, L.P., and Tyndall
Institutional Partners, L.P.
/s/ Michael Lowenstein
Michael Lowenstein, as a member of Jemi
Management, L.L.C., the Investment Manager
for Halo International, Ltd.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
