UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
NEW YORK BANCORP INC.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
649389103
(CUSIP Number)
Luca Fossati
Findim Investments S.A.
Gradinata Forghee 2
Massagno, Switzerland
011-41-91-568916
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 29, 1994
(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 ( ).
Check the following box if a fee is being paid with the statement ( ).
CUSIP No. 649389103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Findim Overseas Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) (X)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
<PAGE>
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
<PAGE>
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Island
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER: 0
8 SHARED VOTING POWER: 0
9 SOLE DISPOSITIVE POWER: 0
10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES*
(X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON*
CO
CUSIP No. 649389103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Findim Investments S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) (X)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
<PAGE>
Switzerland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
<PAGE>
7 SOLE VOTING POWER:
896,044 shares of Common Stock
8 SHARED VOTING POWER: 0
9 SOLE DISPOSITIVE POWER:
896,044 shares of Common Stock
10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
896,044 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
(X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON*
CO
This Amendment No. 11 ("Amendment No. 11") is filed on behalf of
Findim Overseas Ltd., a Cayman Island corporation, ("Findim Overseas") and
Findim Investments S.A., a Swiss corporation ("Findim Investments"). This
Amendment No. 11 amends Findim Overseas' Schedule 13D dated September 8,
1988 (the "Schedule 13D") as amended by Amendments No. 1 - 10 thereto with
respect to the Common Stock, $.01 per share (the "Shares"), of New York
Bancorp Inc., a Delaware corporation (the "Company").
Findim Overseas is a wholly-owned subsidiary of Findim
Investments. Findim Investments is a wholly-owned subsidiary of Findim
S.p.A., an Italian corporation ("Findim"). Findim is a wholly-owned
subsidiary of Dafofin Holding S.A., a Luxembourg corporation ("Dafofin"),
which is controlled by the members of the Fossati-family.
The purpose of this Amendment No. 11 is to amend Item 2 by adding
thereto the information under (b) and (c) and to amend Item 2(d), (e) and
(f) and Exhibit 1, respectively, in their entirety, to amend Item 3 to add
thereto the information set forth below, to amend Item 4 to add thereto the
information set forth below, to amend the first three sentences of Item
5(a), to amend Item 5(b) in its entirety and to amend Item 5(c) to add
thereto the information set forth below and to amend Item 5(e) to add
thereto the information set forth under the appropriate item headings. All
statements herein relating to acts of intentions and interest in Shares of
the Company by persons other than Findim Overseas, Findim Investments or
Dafofin or Findim are and shall be understood to be to the undersigned's
(b) and (c) and by amending Exhibit 1 in its entirety.
<PAGE>
Item 2. Identity and Background
Item 2 is hereby amended by adding thereto the information under
(b) and (c) and by amending Exhibit 1 in its entirety.
<PAGE>
(b) The business address for Dafofin is Findim Investments S.A.,
Gradinata Forghee 2, Massagno, Switzerland. The principal executive
officers, names and business addresses of the directors and executive
officers of Findim Overseas, Findim Investments, Findim and Dafofin are set
forth in Exhibit 1 hereto and are hereby incorporated by reference.
(c) The principal business of Dafofin is that of a financial holding
company.
Item 2(d), (e) and (f) are hereby amended in their entirety.
(d) and (e) During the five last years neither Findim Overseas,
Findim Investments, Findim or Dafofin nor, to the best knowledge of Findim
Overseas and Findim Investments, any of the persons listed in Exhibit 1
hereto has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or been party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of
which Findim Overseas, Findim Investments, Findim or Dafofin or any such
person listed in Exhibit 1 hereto was or is subject to a judgment, decree,
or final order enjoining future violation of, or prohibiting or mandating
activities subject to, federal or state securities law or finding any
violation with respect to such laws.
(f) Information with respect to the citizenship of each director and
executive officer of Findim Overseas, Findim Investments, Findim and
Dafofin is set forth in Exhibit 1 hereto and is hereby incorporated herein
by reference.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by adding thereto the following:
Findim Overseas used its own funds to purchase 20,000 Shares of
the Company on October 26, 1995 in an open market transaction at a purchase
price of $19.875 per Share (total purchase price = $397,500).
Findim Investments used its own funds to purchase 7,800 Shares of
the Company on December 21, 1995 in an open market transaction at a
purchase price of $20.56 per Share (total purchase price = $160,368).
Findim Investments used its own funds to purchase on December 29,
1995 the 888,244 Shares of the Company held by Findim Overseas at a
purchase price of $20.75 per Share (total purchase price = $18,431,063).
Item 4. Purpose of Transaction.
Item 4 is hereby amended in its entirety to read as follows:
Findim Overseas' and Findim Investments' purchases of Shares of
the Company were for investment purposes but Findim Investments reserves
the right, depending upon market conditions and corporate developments, to
change the basis for its investment in Shares of the Company.
Except as set forth herein, neither Findim Overseas, Findim
Investments, Findim or Dafofin nor, to the best knowledge of Findim
directors or management of the Company including any plans or proposals to
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Camerini have any plans or proposals that relate to or would result in (a)
the acquisition or disposition by any person of additional Shares of the
Company; (b) an extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present board of
directors or management of the Company including any plans or proposals to
<PAGE>
change the number or term of directors or to till any existing vacancies on
the board; (e) any material change in the present capitalization of
dividend policy of the Company; (f) any other material change int he
Company's business or corporate structure; (g) changes in the Company's
charter, by-laws or instruments corresponding thereto, or other actions
which may impede the acquisition of the control of the Company by any
person; (h) causing securities of the Company to be deleted from a national
securities exchange or to cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national securities association;
(i) causing securities of the Company to be eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities and Exchange
Act of 1934, as amended; or (j) any action similar to the foregoing.
Item 5. Interest in Securities of the Issuer.
The first three sentences of Item 5(a) are hereby amended in
their entirety to read as follows:
(a) Findim Investments is the beneficial owner of 896,044 Shares
of the Company or 7.5% of the outstanding Shares of the Company (based on a
total of 11,883,874 Shares outstanding as reported in the Company's Proxy
Statement, dated December 14, 1995). Mr. Biase is the beneficial owner of
15,257 Shares of the Company and Miss Miriam Camerini beneficially owns
15,467 Shares of the Company or 0.1% of the outstanding Shares of the
Company in each case (based on a total of 11,883,874 Shares outstanding as
reported in the Company's Proxy Statement, dated December 14, 1995). None
of Findim Overseas, Findim, Dafofin nor, to the best knowledge of Findim
Investments or Findim Overseas and except as set forth above, either of Mr.
Biase or Miss Camerini are the beneficial owner of any Shares of the
Company except (where applicable) by virtue of their ownership interest in
and/or control of Findim Investments.
Item 5(b) is hereby amended in its entirety to read as follows:
(b) Findim Investment has the sole power to vote or to direct
the vote as to 896,044 Shares of the Company and has the sole power to
dispose or to direct the disposition of all such Shares. Mr. Biase has the
sole power to vote or to direct the vote as to 15,257 Shares of the Company
and has the sole power to dispose or to direct the disposition of all such
Shares. Miss Camerini has the sole power to vote or to direct the vote as
to 15,467 Shares of the Company and has the sole power to dispose or to
direct the disposition of all such shares. None of Findim Overseas, Findim
or Dafofin nor, to the best knowledge of Findim Overseas and Findim
Investments and except as set forth above, either of Mr. Biase or Miss
Camerini, have the sole or shares power to vote or to direct the vote or to
dispose of or to direct the disposition of any Shares of the Company,
except (where applicable) by virtue of their ownership interest in and/or
control of Findim Investments.
Item 5(c) is hereby amended in its entirety to read as follows:
(c) During the past 60 days, none of Findim Overseas, Findim
Investments, Findim or Dafofin have nor, to the best knowledge of Findim
Signatures
<PAGE>
effected any transactions in the Shares of the Bank, except for the
transactions set forth under Item 3.
Item 5(e) is hereby amended, adding the following:
(e) Findim Overseas has ceased to be the beneficial owner of
888,244 Shares of the Company on December 29, 1995.
Signatures
<PAGE>
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.
FINDIM OVERSEAS LTD.
Dr. Luca Fossati
President and Secretary
Dated: January 3, 1996
FINDIM INVESTMENTS S.A.
Dr. Luca Fossati
President and Secretary
Dated: January 3, 1996
EXHIBIT 1
Executive Officers and Directors of Findim Overseas
The name, business or residence address and principal occupation
of each of the executive officers and directors of Findim Overseas are set
forth below. Unless otherwise indicated, (i) the business address of each
person below is Gradinata Forghee 2, Massagno, Switzerland and (ii) the
occupation set forth opposite a person's name refers to the position such
person holds with Findim Overseas.
Present Principal
Name and Address Occupation or Employment Citizenship
Luca Fossati President; President of Italian
Findim Investments S.A.;
President of Findim
S.p.A.; and President of
Dafofin Holding S.A.
Mario P. Grassi Chairman of Banco di Swiss
Roma Per La Svizzera
Executive Officers and Directors of Findim Investments
<PAGE>
of Findim Investments
S.A.; Treasurer and
directors of Findim
Overseas Ltd.
Donato Cortesi Chartered Public Account- Swiss
ant; director of Findim
Overseas Ltd.
Executive Officers and Directors of Findim Investments
<PAGE>
The name, business or residence address and principal occupation
of each of the executive officers and directors of Findim Investments are
set forth below. Unless otherwise indicated, (i) the business address of
each person below is Gradinata Forghee 2, Massagno, Switzerland and (ii)
the occupation set forth opposite a person's name refers to the position
such person holds with Findim Investments.
Present Principal
Name and Address Occupation or Employment Citizenship
Luca Fossati President; President of Italian
Findim S.p.A.; President
of Findim Overseas Ltd.
and President of Dafofin
Holding S.A.
Mario P. Grassi Director; Chairman Swiss
of Banco di Roma
Per La Svizzera
Lugano; Managing Director
of Findim Investments
S.A.; Treasurer and
directors of Findim
Overseas Ltd.
Executive Officers and Directors of Findim
The name, business or residence address and principal occupation
of each of the executive officers and directors of Findim are set forth
below. Unless otherwise indicated, (i) the business address of each person
below is Piazza San Pietro Martire 6, Monza, Italy and (ii) the occupation
set forth opposite a person's name refers to the position such person holds
with Findim.
Present Principal
Name and Address Occupation or Employment Citizenship
Luca Fossati President; President of Italian
Findim Investments S.A.;
President of Findim
Overseas Ltd. and
President of Dafofin
Holding S.A.
Guisseppe Fossati Director Italian
Name and Address Occupation or Employment Citizenship
<PAGE>
Luca Fossati President; President of Italian
Findim Investments S.A.;
President of Findim
Overseas Ltd. and
President of Findim
S.p.A.
Guiseppe Fossati Director Italian
Marco Fossati Director Italian
<PAGE>
