SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.
FORM 8-K
CURRENT FORM
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):February 25, 1998
NSS Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
Connecticut 0-22937 06-1485317
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
No.)
48 Wall Street, Norwalk, Connecticut 06852
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, include area code: 203-838-4545
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
A shareholder of the Company, Basswood Partners, L.P. requested access
to the Company's list of shareholders by letter dated November 13, 1997.
The Company rejected Basswood's request by letter dated November 21, 1997
(see the Company's 8-K dated December 9, 1997) questioning Basswood's
compliance with a Connecticut statutory requirement that such requests be
made in good faith and for a proper purpose. After a second Basswood
request and Company rejection,Basswood brought a legal action against the
Company in Connecticut state court seeking (1) access to the shareholder
list and other materials; and (2) reimbursements of its expenses incurred
in connection with its efforts to obtain the shareholder list. In a
decision rendered February 6, 1998, the trial judge ruled in favor of
Basswood's application and in favor of the Company in terms of
reimbursement of Basswood's expenses (i.e., the Company need not
reimburse). The Company supplied Basswood with a record of shareholders
but also filed a motion for clarification or modification with the court
regarding the other materials requested by Basswood but not specifically
addressed in the judge's decision. Basswood opposed the motion.
The court ruled orally on February 24, 1998 that Basswood is entitled
only to shareholder material available to the Company as of February 25,
1998. Basswood alleged in its complaint that the Company had acted in bad
faith. The court made no such finding and assessed no fees or costs
against the Company. The court did not order the Company to provide all of
the material requested by Basswood and gave NSS two weeks to comply with
his order. In addition, recognizing that NSS had raised appropriate issues
as concern Connecticut law, the judge requested briefs from both parties by
Monday, March 2, 1998 on the question of Basswood's rights to a non-
objecting beneficial ("NOBO") shareholder list. Subsequently, at the
request of Basswood, NSS agreed to provide Basswood with one NOBO list if
and when obtained by NSS prior to the Company's next annual meeting of
shareholders (the obtaining and timing of which is in NSS's discretion).
Basswood therefore informed the court that it was not seeking a further
ruling on the NOBO issue.
SIGNATURES
Pursuant to the Securities Exchange Act of 1934, the registrant has
duly caused this report of be signed on its behalf by the undersigned
hereunto duly authorized.
March 3, 1998 NSS Bancorp, Inc.
Registrant
By:/s/ Robert T. Judson
Robert T. Judson
President
