UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
NSS Bancorp Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
62938H109
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(CUSIP Number)
Elliot Press, Esq., c/o Rosenman & Colin LLP, 575 Madison Avenue, New York, NY
10022 (212) 940-8800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 20, 1998
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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-1 (b)(3) or (4), check the following box|X|.
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 (the "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
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CUSIP No. 62938H109
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cramer Rosenthal McGlynn, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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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
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 33,000 Shares
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
33,000 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,000 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.36%
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8
<PAGE>
SCHEDULE 13D
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CUSIP No. 62938H109
- -------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cramer Rosenthal McGlynn, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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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
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 163,000 Shares
--------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
163,000 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
163,000 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 8
<PAGE>
Item 1. Security and Issuer
This Statement relates to the shares of Common Stock ("Common Stock") of
NSS Bancorp Inc. (the "Company"), a corporation organized under the laws
of the State of Connecticut. The principal executive offices of the
Company are located at 48 Wall Street, P.O. Box 28, Norwalk, Connecticut
06852.
Item 2. Identity and Background
(a) Pursuant to Rule 13-d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), this Schedule 13D
is being filed by Cramer Rosenthal McGlynn, LLC, a New York limited
liability company ("CRM") and Cramer Rosenthal McGlynn, Inc. ("CRM,
Inc."), a New York corporation. CRM and CRM, Inc. (together, the
"Reporting Persons") are making this single, joint filing because they may
be deemed to constitute a "group" within the meaning of Section 13(d)(3)
of the Exchange Act. The Reporting Persons disclaim the existence of a
group with any other investors in the Company and do not affirm the
existence of a group among the Reporting Persons.
(b)-(c)
Cramer Rosenthal McGlynn, LLC
CRM is a limited liability company that provides investment management
services under the Investment Company Act of 1940, as amended. The
principal business address of CRM is 707 Westchester Avenue, White Plains,
NY 10604. Its telephone number is (212) 838-3830.
Cramer Rosenthal McGlynn, Inc.
CRM, Inc. is a corporation that provides investment management services
and services as general partner and managing member to various investment
partnerships and limited liability companies, respectively. The principal
business address of CRM, Inc. is 707 Westchester Avenue, White Plains, New
York 10604. Its telephone number is (212) 838-3830.
The name, business address and present principal occupation or employment
of each of the executive officers, directors and controlling shareholders
of CRM and CRM, Inc. is set forth on Schedule I annexed hereto which is
incorporated herein by reference.
(d) To the best knowledge of the Reporting Persons, during the last five
years, none of the Reporting
Page 4 of 8
<PAGE>
Persons and none of the persons listed on Schedule I hereto has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) To the best knowledge of the Reporting Persons, during the last five
years, none of the Reporting Persons and none of the persons listed on
Schedule I hereto has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction or is subject to any
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds for each of the Reporting Persons was the respective
personal funds or working capital of their clients or entities they
control. The personal funds and working capital may, at any given time,
include margin loans made by brokerage firms in the ordinary course of
business.
The total cost of the reported securities for each Reporting Person,
including those of their respective clients and entities they control, is
as follows:
CRM $ 1,406,625.00
CRM, Inc. 6,947,875.00
Item 4. Purpose of Transaction.
The Reporting Persons acquired the securities reported herein for
investment purposes. Depending upon market conditions and other factors
that each Reporting Person may deem material to its investment decisions,
the Reporting Persons may purchase additional securities of the Company in
the open market or in private transactions or may dispose of all or a
portion of the securities of the Company that each now owns or hereafter
may acquire. Except as otherwise set forth herein, the Reporting Persons
have no plans or proposals which relate to, or could result in any matter
referred to in paragraphs (b) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) CRM (including its clients) beneficially owns 33,000 shares of Common
Stock, representing approximately 1.36% of the outstanding Common Stock of
the Company. CRM, Inc. (including its clients) beneficially owns 163,000
shares of Common Stock,
Page 5 of 8
<PAGE>
representing approximately 6.7% of the outstanding Common Stock of the
Company. Collectively, the Reporting Persons (including their clients and
entities they control) own 196,000 shares, representing 8.06% of the
outstanding Common Stock of the Company. The percentages listed in this
paragraph are based on the aggregate number of shares of Common Stock
based on information received by the Reporting Person from a third-party
information service.
(b) By reason of their respective position as investment advisors to their
respective advisory clients, CRM and CRM, Inc. may be deemed to possess
the power to vote and dispose of the shares of Common Stock beneficially
owned by their respective advisory clients. Pursuant to Rule 13d-4
promulgated under the Exchange Act, CRM and CRM, Inc. each disclaim
beneficial ownership of all shares of Common Stock owned by each of their
respective advisory clients.
(c) Set forth immediately below is a description of each transaction in
the Company's Common Stock that were effected by the Reporting Persons
within the last 60 days. All such transactions were purchases effected on
the open market on March 20, 1998:
Number of Price per
Reporting Person Shares Share
---------------- --------- ---------
CRM, Inc. 26,000 $42.63
CRM, Inc. 71,000 $42.63
CRM, Inc. 55,000 $42.63
CRM 32,000 $42.63
CRM 1,000 $42.63
CRM, Inc. 11,000 $42.63
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuers
None.
Item 7. Material to be Filed as Exhibits
None.
Page 6 of 8
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 30, 1998
CRAMER ROSENTHAL MCGLYNN, LLC
By: Eugene A. Trainor III
------------------------------
Title: Senior Vice President
CRAMER ROSENTHAL MCGLYNN, INC.
By: Eugene A. Trainor III
------------------------------
Title: Senior Vice President
Page 7 of 8
<PAGE>
Schedule I
Executive Officers and Directors
CRAMER ROSENTHAL MCGLYNN, LLC
The name and present principal occupation or employment of each of the
executive officers and directors of CRM is set forth below. The business address
of each such person is 707 Westchester Avenue, White Plains, NY 10604.
Present Principal
Name and Positions Held Occupation and Employment
- ----------------------- -------------------------
Gerald B. Cramer Chairman and a Manager
Ronald H. McGlynn President and CEO and a Manager
Edward J. Rosenthal Vice Chairman
Jay B. Abramson Executive Vice President
and a Manager
Fred M. Filoon Senior Vice President
Arthur J. Pergament Senior Vice President and a
Manager
Eugene A. Trainor III Senior Vice President and Chief
Financial Officer
Ted T. Cecala Manager
CRAMER ROSENTHAL MCGLYNN, INC.
The name and present principal occupation or employment of each of the
executive officers and directors of CRM, Inc. is set forth below. The business
address of each such person is 707 Westchester Avenue, White Plains, NY 10604.
Present Principal
Name and Positions Held Occupation and Employment
- ----------------------- -------------------------
Gerald B. Cramer Chairman and a Director
Ronald H. McGlynn President and CEO and a Director
Edward J. Rosenthal Vice Chairman and a Director
Jay B. Abramson Executive Vice President
and a Director
Fred M. Filoon Senior Vice President and a
Director
Arthur J. Pergament Senior Vice President
and a Director
Eugene A. Trainor III Senior Vice President and Chief
Financial Officer and
a Director
Page 8 of 8
