<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
------------
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment Number One)
WESTPORT BANCORP, INC.
......................................................................
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
......................................................................
(Title of Class of Securities)
961243102
......................................................................
(CUSIP Number)
MICHAEL H. FLYNN
277 GREENFIELD HILL ROAD
FAIRFIELD, CT 06430
PHONE 203 222-6911
.....................................................................
(Name, Address and Telephone Number of Person to Receive Notices and
Communications)
April 29, 1995
.....................................................................
(Date of Event which Requires Filing of this Statement)
Check the following box if a fee is being paid with this statement / /
Cover Page 1 of 2
<PAGE> 2
- --------------------------------------------------------------------------------
1) Names of Reporting Persons, S.S. or I.R.S.Identification
Nos. of Above Persons....................................
MICHAEL H. FLYNN
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (see
Instructions............................................
(a) . . . . . . . . . . . . . . . . . . . . . . . . .
(b) . . . . . . . . . . . . . . . . . . . . . . . . .
- --------------------------------------------------------------------------------
3) SEC Use Only............................................
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions).................. PF
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)..........................
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization.............. U.S.
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power . . . . . . . 362,097
Shares Bene- -------------------------------------------------------------------
ficially (8) Shared Voting Power . . . . . . 0
Owned by -------------------------------------------------------------------
Each Report- (9) Sole Dispositive Power . . . . . 362,097
ing Person -------------------------------------------------------------------
With (10) Shared Dispositive Power . . . . 0
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting
Person . . . . . . . . . . . . . . 362,097
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions). . . . . . . . . . .
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 7.0%
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions). . . . IN
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Cover Page 2 of 2
<PAGE> 3
CUSIP NO. 961243102
WESTPORT BANCORP, INC.
SCHEDULE 13D AMENDMENT NO.1
MICHAEL H. FLYNN
Page 1 of 2 Pages
This statement which is filed on behalf of Michael H. Flynn
constitutes Amendment No.1 to the Schedule 13D filed with the Securities and
Exchange Commission (the "Commission") on May 16, 1994 (the "initial 13D") with
respect to the common stock, par value, $.01 per share (the "Common Stock") of
Westport Bancorp, Inc., (the "company") which has its principal executive
offices at 87 Post Road East, Westport, Connecticut. Other than as set forth
herein, there has been no change in the information disclosed in any of the
Items to the Initial Schedule 13D a copy of which is attached hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended to read as follows:
The source and amount of funds or other consideration used or to be
used by Mr. Flynn in making purchases of the common stock of
Westport Bancorp, Inc. of which he is the beneficial owner are
amended as follows:
283,333 shares represent Common Stock which Mr. Flynn would own if
he were to exercise all of his stock options to purchase Common
Stock of Westport Bancorp, Inc. at $2.00 per share pursuant to an
Option Agreement dated December 17, 1992, which options were granted
as consideration for Mr. Flynn's employment and were exercisable
within 60 days of the date of this schedule.
Notes: 1) 764 shares are held for Mr. Flynn by the Westport Bancorp
ESOP which were purchased pursuant to the terms of the ESOP; 2) on
April 26, 1995, Mr. Flynn exercised Warrants to purchase 12,000
shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended to reflect the expiration date of Group B
options effective on December 16, 2002, in place of the incorrect
date previously reported.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended to read as follows:
(a) The aggregate number and percentage of shares of Westport
Bancorp, Inc. Common Stock beneficially owned by Mr. Flynn is
amended to 362,097 shares which represent 7.0% of the Common Stock
of Westport Bancorp, Inc.
(b) As to the number of shares of Westport Bancorp, Inc. Common
Stock beneficially owned by Mr. Flynn he has:
<PAGE> 4
CUSIP NO. 961243102
WESTPORT BANCORP, INC.
SCHEDULE 13D AMENDMENT NO.1
MICHAEL H. FLYNN
Page 2 of 2 Pages
<TABLE>
<S> <C>
sole power to vote or to
direct the vote as to. . . . . 362,097 shares;
shared power to vote or to
direct the vote as to. . . . . 0 shares;
sole power to dispose or to
direct the disposition of. . . 362,097 shares; and
shared power to dispose or to
direct the disposition of. . . 0 shares.
</TABLE>
(c) On January 1, 1995, Mr. Flynn became entitled to exercise
options to purchase 28,333 shares of Westport Bancorp, Inc. Common
Stock and on April 29, 1995, Mr. Flynn became further entitled to
exercise options to purchase 56,667 shares of Westport Bancorp, Inc.
Common Stock, for $2.00 per share, pursuant to the terms of his
Option Agreement with Westport Bancorp, Inc. dated December 22,
1992.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this amended statement is true,
complete and correct.
May 8, 1995
......................................................................
Date
/s/ Michael H. Flynn
......................................................................
Signature
Michael H. Flynn
......................................................................
Name/Title
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
<PAGE> 5
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
------------
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WESTPORT BANCORP, INC.
................................................................................
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
................................................................................
(Title of Class of Securities)
961243102
................................................................................
(CUSIP Number)
MICHAEL H. FLYNN
277 GREENFIELD HILL ROAD
FAIRFIELD, CT 06430
PHONE 203 222-6911
................................................................................
(Name, Address and Telephone Number of Person to Receive Notices and
Communications)
April 29, 1994
................................................................................
(Date of Event which Requires Filing of this Statement)
Check the following box if a fee is being paid with this statement /X/
- --------------------------------------------------------------------------------
1) Names of Reporting Persons, S.S. or I.R.S.Identification
Nos. of Above Persons..................................
MICHAEL H. FLYNN
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (see
Instructions....................................
(a) . . . . . . . . . . . . . . . . . . . . . . . . .
(b) . . . . . . . . . . . . . . . . . . . . . . . . .
- --------------------------------------------------------------------------------
3) SEC Use Only..............................................
- --------------------------------------------------------------------------------
PF 4) Source of Funds (See Instructions)........................
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)............................
- --------------------------------------------------------------------------------
U.S. 6) Citizenship or Place of Organization......................
- --------------------------------------------------------------------------------
Cover Page 1 of 2
<PAGE> 6
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power . . . . . . . . . 276,880
Shares Bene- ---------------------------------------------------------------
ficially (8) Shared Voting Power . . . . . . . . 0
Owned by ---------------------------------------------------------------
Each Report- (9) Sole Dispositive Power. . . . . . . 276,880
ing Person ---------------------------------------------------------------
With (10) Shared Dispositive Power. . . . . . 0
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting
Person . . . . . . . . . . . . . . . . 276,880
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions). . . . . . . . . . . . . . . . . . . . .
- --------------------------------------------------------------------------------
8.2% 13) Percent of Class Represented by Amount in Row (11) . . . . . . . .
- --------------------------------------------------------------------------------
IN 14) Type of Reporting Person (See Instructions). . . . . . . . . . . .
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Cover Page 2 of 2
<PAGE> 7
CUSIP NO. 961243102
WESTPORT BANCORP, INC.
SCHEDULE 13D
MICHAEL H. FLYNN
Page 1 of 5 Pages
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock of Westport Bancorp, Inc.,
Par Value $.01 Per Share (Note: all shares of Westport Bancorp, Inc.
Series A Convertible Preferred Stock owned by Mr. Flynn being treated
herein as fully converted based on 1 Preferred share equaling 100
Common shares) issued by Westport Bancorp, Inc. which has its principal
executive offices at 87 Post Road East, Westport, CT 06880.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by Michael H. Flynn, a natural person.
(b) The residence address of Mr. Flynn is 277 Greenfield Hill Road,
Fairfield, Connecticut 06430.
(c) Mr. Flynn is the President, Chief Executive Officer and Director
of Westport Bancorp, Inc., a Delaware holding company and The
Westport Bank & Trust Company, a bank and trust company chartered
under Connecticut law. Both companies maintain executive offices at
87 Post Road East, Westport, CT 06880.
(d) Mr. Flynn has never been convicted in a criminal proceeding.
(e) Mr. Flynn has never been a party to any judicial or
administrative civil proceeding relating to federal or state
securities laws.
(f) Mr. Flynn is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source and amount of funds or other consideration used or to be
used by Mr. Flynn in making purchases of the common stock of
Westport Bancorp, Inc. of which he is the beneficial owner are as
follows:
50,000 shares represent Common Stock which Mr. Flynn would own if he
were to convert all of his 500 shares of Series A Convertible Preferred
Stock, purchased directly from Westport Bancorp, Inc. with $50,000 of
personal funds and which can be converted into Common Stock without
further payment;
<PAGE> 8
CUSIP NO. 961243102
WESTPORT BANCORP, INC.
SCHEDULE 13D
MICHAEL H. FLYNN
Page 2 of 5 Pages
25,500 shares represent Common Stock which Mr. Flynn would own if he
were to exercise all of his Warrants, effective January 1, 1994, to
purchase Common Stock by paying $0.75 per common share, as set forth in
the Warrant Certificate attached hereto. The Warrants were acquired by
Mr. Flynn with the Series A Convertible Preferred Stock purchase at no
additional cost; and
198,333 shares represent Common Stock which Mr. Flynn would own if he
were to exercise all of his stock options to purchase Common Stock of
Westport Bancorp, Inc. at $2.00 per share pursuant to an Option
Agreement dated December 17, 1992, which options were granted as
consideration for Mr. Flynn's employment and were exercisable within 60
days of the date of this schedule.
Note: Mr. Flynn previously acquired and still owns: 1,500 shares
individually which were purchased with $500 of personal funds; 1,500
shares held as trustee, with sole voting power, of an educational trust
created by Mary H. Flynn for the benefit of her grandchildren which
were purchased with $500 of trust funds; and 547 shares held for Mr.
Flynn by the Westport Bancorp ESOP which were purchawed pursuant to the
terms of the ESOP.
ITEM 4. PURPOSE OF TRANSACTION
The purpose Mr. Flynn acquired the shares of Westport Bancorp, Inc.
which he presently owns in his individual name was for personal
investment and the shares held by him as trustee were acquired as trust
investments. The remainder of the shares beneficially owned by Mr.
Flynn are, in fact, not actually owned by Mr. Flynn and will not be
actually owned by him until such time as Mr. Flynn does any one or more
of the following: A) exercises his rights to convert all of his
Convertible Preferred Stock into Common Stock of Westport Bancorp,
Inc. B) exercises his rights under all of the Warrants he holds as
owner of Convertible Preferred Stock and C) exercises all of the
options he is presently entitled to exercise pursuant to an Option
Agreement between himself and Westport Bancorp, Inc.
The aforesaid Option Agreement provides that Mr. Flynn will become
entitled to exercise certain option rights to purchase 425,000 shares,
therein fully described and generally summarized as follows: two-thirds
of the
<PAGE> 9
CUSIP NO. 961243102
WESTPORT BANCORP, INC.
SCHEDULE 13D
MICHAEL H. FLYNN
Page 3 of 5 Pages
options are known as "Group A Options" which become exercisable over a
period of five years, twenty percent of such options being exercisable
each year commencing April 29, 1993 and continuing thereafter through
April 29, 1997, with all Group A options exercisable until December 16,
2002, when they will expire; and one-third of the options are known as
"Group B Options" which become exercisable over a period of three
years, sixty percent of the options becoming exercisable on January 1,
1994, and twenty percent becoming exercisable on January 1, 1995 and
1996, respectively, with expiration of the Group B options effective on
January 1, 1997.
The Convertible Perferred Stock of Westport Bancorp, Inc. owned by Mr.
Flynn may be converted into shares of Westport Bancorp, Inc. Common
Stock on the basis of one Convertible Preferred share upon conversion
becoming one hundred shares of Common Stock.
The Westport Bancorp, Inc. Warrants owned by Mr. Flynn can be exercised
by him to purchase shares of Westport Bancorp, Inc. Common Stock upon
payment of $.75 per share.
Mr. Flynn also participates in the Westport Bank & Trust Company
employee benefit plan known as the Employee Stock Ownership Plan (ESOP)
and he may be entitled to acquire additional shares of Westport
Bancorp, Inc. as a participant in the ESOP.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number and percentage of shares of Westport Bancorp,
Inc. Common Stock beneficially owned by Mr. Flynn is 276,880 shares
which represent 8.2% of the Common Stock of Westport Bancorp, Inc.
(b) As to the number of shares of Westport Bancorp, Inc. Common Stock
beneficially owned by Mr. Flynn he has:
sole power to vote or to
direct the vote as to. . . . . . . . . . . . . 276,800 shares;
shared power to vote or to
direct the vote as to. . . . . . . . . . . . . 0 shares;
<PAGE> 10
CUSIP NO. 961243102
WESTPORT BANCORP, INC.
SCHEDULE 13D
MICHAEL H. FLYNN
Page 4 of 5 Pages
sole power to dispose or to
direct the disposition of. . . . . . . . . . 276,800 shares; and
shared power to dispose or to
direct the disposition of. . . . . . . . . . 0 shares.
(c) On April 29, 1994, Mr. Flynn became entitled to exercise options
to purchase 56,667 shares of Westport Bancorp, Inc. Common Stock for
$2.00 per share pursuant to the terms of his Option Agreement with
Westport Bancorp, Inc. On January 1, 1994, Mr. Flynn further became
entitled to exercise rights to purchase 25,000 shares of Westport
Bancorp, Inc. Common Stock for $.75 per share pursuant to Warrants
owned by Mr. Flynn
(d) This subparagraph does not apply to Mr. Flynn.
(e) This subparagraph does not apply to Mr. Flynn.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
between Mr. Flynn and any other person or entity or group of persons or
entities with respect to any securities of Westport Bancorp, Inc.,
other than the contracts set forth in Items 3 and 4 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Appended to this statement are copies of Mr. Flynn's Option Agreement
with Westport Bancorp, Inc. dated December 17, 1992; a copy of Mr.
Flynn's Warrant Certificate; and a copy of the Westport Bancorp, Inc.
Prospectus for 8,067,871 Shares of Common Stock, Par
Value $.01 Per Share, which contains a description of both the
Convertible Preferred Stock of Westport Bancorp, Inc., shares of which
are owned by Mr. Flynn, as well as a description of the Warrants owned
by Mr. Flynn, which were issued by Westport Bancorp, Inc. in
conjunction with its offering of Convertible Preferred Stock.
<PAGE> 11
CUSIP NO. 961243102
WESTPORT BANCORP, INC.
SCHEDULE 13D
MICHAEL H. FLYNN
Page 5 of 5 Pages
SIGNATURE
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.
May 12, 1994
......................................................................
Date
/s/ MICHAEL H. FLYNN
......................................................................
Signature
Michael H. Flynn
......................................................................
Name/Title
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
