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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)
Amendment No. 2
Long Island Financial Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
54266910
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(CUSIP Number)
Thomas Buonaiuto - One Suffolk Square, Islandia, New York 11749 (631)348-0888
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 24, 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)
(Page 1 of 5 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).
(SC13D-07/98)
<PAGE>
CUSIP No. 13D Page 2 of 5 Pages
54266910
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FRANK A. DIFAZIO
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF
2,646 COMMON STOCK
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 90,625
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
2,646 COMMON STOCK
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
90,625
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,271
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01 %
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 13D Page 3 of 5 Pages
54266910
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DIFAZIO ELECTRICAL INC. 11-2287813
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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7 SOLE VOTING POWER
NUMBER OF
0 COMMON STOCK
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 90,625
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0 COMMON STOCK
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
90,625
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY CORPORATION
90,625
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.84 %
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 54266910 13D Page 4 of 5 Pages
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Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01 per share ("Common
Stock"), of Long Island Financial Corp. (the "Issuer") which is a corporation
organized under the laws of Delaware, with its principal executive office
located at One Suffolk Square, Islandia, New York 11722.
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Item 2. Identity and Background.
This Statement is filed on behalf of Frank A. DiFazio, (hereinafter referred to
as (the "Reporting Person"), a citizen of the United States whose business
address is 711 Grand Boulevard, Deer Park, NY 11729 and DiFazio Electrical Inc.,
a corporation wholly-owned by Frank A. DiFazio. The principal occupation of the
Reporting Person is CEO and Sole Stockholder of DiFazio Electical Inc., Deer
Park, NY. The Reporting Person has not, during the last five years, been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors). The Reporting Person has not, during the last five years, been a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which proceeding he 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 thereto.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, the Reporting Person own 93,271 shares of Common Stock.
The aggregate cost of the Common Stock owned by the Reporting Person as of the
date hereof was approximately $1,008,328. Except as hereinafter indicated, the
funds used by the Reporting Person to purchase the Common Stock have been, and
it is expected that funds used by him to purchase additional shares of Common
Stock, if additional shares are purchased by him (See item 4, hereof), will be
personal funds of the Reporting Person and working capital of DiFazio Electrical
Inc., of which the Reporting Person is the sole stockholder.
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Item 4. Purpose of Transaction.
The Reporting Person's acquisition of Shares of Common Stock is for the purpose
of investment. The Reporting Person does not have any present plan or proposal
which relates to or would result in: (a) the Acquisition by any person of
additional securities of the Issuer or the disposition of securities of the
Issuer: (b) an extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change the number or term 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 Issuer's business or corporate structure; (g)
changes in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized or quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g) (4) of the Securities Exchange Act of
1934; or (j) any action similar to any of those enumerated above.
The Reporting Person may acquire additional shares of Common Stock but only
through purchases from time to time in the open market at prices prevailing in
the market at the time of such purchases or through privately negotiated
transactions at prices which may or may not be related to prices prevailing in
the open market at the time of such purchases, or by a combination of open
market and privately negotiated transactions. The Reporting Person does not
intend to make a tender offer for shares of Common Stock. The Reporting Person's
acquisition of additional shares of Common Stock is, in all cases, subject to
the availability of shares at prices deemed by him to be reasonable and
consistent with prudent investment criteria and to general economic
circumstances. As prices and economic factors are not expected to be static,
there can be no assurances that the Reporting Person will purchase additional
shares of Common Stock or that he will be purchasing shares at any given time;
nor can there be any prediction regarding the number of shares of Common Stock
that he will own at any given time or from time to time.
<PAGE>
Page 5 of 5 Pages
The Reporting Person reserves the right to sell or otherwise dispose of any or
all the shares of Common Stock he owns at any time or from time to time,
although he does not currently intend to or anticipate that he will sell any of
the Common Stock owned by him.
The Reporting Person currently has no understanding or agreement with any person
regarding the acquisition of Common Stock in a privately negotiated transaction.
Further, any such acquisition of Common Stock will, as set forth above, be
primarily subject to price and other economic considerations and, as price and
other economic factors are beyond his control, the Reporting Person cannot
predict whether or when he will acquire additional Common Stock or attain any
given level of investment in the Issuer
Item 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
(a) As of the date hereof, the Reporting Person owns shares of Common Stock,
which constitutes approximately 6.01% of the 1,550,826 shares which he believes
to be the total number of shares of Common Stock presently outstanding.
(b) The Reporting Person has sole power to vote and dispose of the Common Stock
owned by him and shares the power to vote and the power to dispose of the shares
owned by DiFazio Electrical Inc.
(c) Information with respect to all transactions in Common Stock effected by the
Reporting Person during the 60-day period ended November 20, 2000, is set forth
as follows:
1,000 shares purchased in the open market on September 20, 2000, at $13.87
per share;
14.6 shares purchased through a DRIP Plan on October 2, 2000, at $14.378 per
share;
7,000 shares purchased in the open market on October 24, 2000, at $12.625
per share.
Item 6. CONTRACT ARRANGEMENTS. UNDERSTANDING OR
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RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
-------------------------------------------------------
There are no contracts, arrangements, understandings or relationships between
the Reporting Person and other persons with respect to the shares of the Issuer
presently owned by the Reporting Person.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
---------------------------------
None.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is correct.
Date: November 20, 2000 /s/ Frank A. DiFazio
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Frank A. DiFazio
