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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 17)
NEW YORK BANCORP INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE 649389 10 3
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(Title of class of securities) (CUSIP number)
DENNIS J. BLOCK
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
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(Name, address and telephone number of person authorized to receive
notices and communications)
NOT APPLICABLE
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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 [_].
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 ("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).
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NYFS10...:\81\65281\0010\1819\SCH0097R.01C
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CUSIP No. 649389 10 3 13D-Page 2
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1 NAME OF REPORTING PERSON: PATRICK E. MALLOY, III
S.S. OR I.R.S. IDENTIFICATION NO. ###-##-####
OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER: 2,791,664*
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 2,791,664*
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 2,791,664*
REPORTING PERSON:
*INCLUDES SHARES SUBJECT TO STOCK OPTIONS
EXERCISABLE PRESENTLY AND WITHIN 60 DAYS
FROM THE DATE HEREOF. SEE ITEM 5.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES: [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.8%
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14 TYPE OF REPORTING PERSON: IN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 649389 10 3 13D-Page 3
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1 NAME OF REPORTING PERSON: MICHAEL A. MCMANUS JR.
S.S. OR I.R.S. IDENTIFICATION NO. ###-##-####
OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [X]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER: 586,107*
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 586,107*
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 586,107*
REPORTING PERSON:
* INCLUDES SHARES SUBJECT TO STOCK OPTIONS
EXERCISABLE PRESENTLY AND WITHIN 60 DAYS
FROM THE DATE HEREOF. SEE ITEM 5.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES: [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.7%
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14 TYPE OF REPORTING PERSON: IN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
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This statement is the seventeenth amendment to a statement on
Schedule 13D (as amended, the "Schedule 13D") filed with the Securities and
Exchange Commission on behalf of Patrick E. Malloy, III ("Malloy") and Michael
A. McManus, Jr. ("McManus") in connection with their ownership of shares of
common stock, par value $.01 per share, of New York Bancorp Inc.
This Amendment No. 17 to the Schedule 13D is the first
electronically filed amendment to the paper format Schedule 13D, originally
filed on August 18, 1989. Accordingly, pursuant to Rule 13d-2 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Amendment
restates the entire text of the Schedule 13D as now in effect.
ITEM 1. SECURITY AND ISSUER
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This statement relates to the shares of common stock, par value $.01
per share (the "Common Stock") of New York Bancorp Inc. (the "Company"), the
principal offices of which are located at 241-02 Northern Boulevard, Douglaston,
New York 11362.
ITEM 2. IDENTITY AND BACKGROUND
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Malloy and McManus had previously filed amendments to the Schedule
13D jointly by reason of certain agreements and arrangements pursuant to which
they may have been deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Exchange Act. Each such agreement and arrangement has terminated
and is of no further force or effect. Malloy and McManus currently have no
agreements, arrangements or understandings between themselves relating to the
holding, voting or disposition of the Common Stock. Accordingly, from and after
the date of this Amendment No. 17, Malloy and McManus will no longer file
amendments to the Schedule 13D jointly.
(a) - (c): Malloy is President of Malloy Enterprises, Inc., real
estate and other investments, Bay Street at the Waterfront, North Haven, New
York 11963. Malloy became a director of the Company in January 1990 and serves
as the Chairman of the Board of Directors of the Company.
McManus is President, Chief Executive Officer and a director of the
Company and Vice Chairman of the Board of Directors of Home Federal Savings
Bank, a subsidiary of the Company.
(d) - (e): During the last five years, neither Malloy nor McManus
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and neither has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of
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which 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 to such laws.
(f): Each of Malloy and McManus is a United States
citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Malloy paid $1,181,586 to purchase 134,066 shares of Common Stock
since the filing of Amendment No. 16 to the Schedule 13D. The foregoing number
of shares reflects a 3-for-2 stock-split effective January 23, 1997 and a
4-for-3 stock-split effective July 24, 1997.
McManus paid $421,983 to purchase 80,653 shares of Common Stock
since the filing of Amendment No. 16 to the Schedule 13D. The foregoing number
of shares reflects a 3-for-2 stock-split effective January 23, 1997 and a
4-for-3 stock-split effective July 24, 1997.
The funds used by each of Malloy and McManus to purchase shares of
Common Stock were derived from borrowings through their respective margin
accounts and from their respective personal funds.
ITEM 4. PURPOSE OF THE TRANSACTION
--------------------------
Each of Malloy and McManus acquired his shares of Common Stock for
the purposes of investment and to obtain an equity interest in the Company. As
directors and officers of the Company and Home Federal Savings Bank, each of
Malloy and McManus participates in and influences the formulation of the
business plans and strategies of the Company and its subsidiaries. Each of
Malloy and McManus may, from time to time, seek to acquire additional shares of
Common Stock pursuant to the exercise of outstanding options or otherwise or may
dispose of shares of Common Stock.
Except as set forth above, neither Malloy nor McManus has any plans
or intentions which would result in or relate to any of the actions described in
clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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(a) As of December 23, 1997, Malloy and McManus beneficially owned
the following number of shares of Common Stock (the approximate percentage of
the shares of Common Stock owned as indicated in parentheses below is based on
21,359,427 shares of Common Stock outstanding as of December 23, 1997, adjusted
to
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reflect the number of shares subject to stock options exercisable presently and
within 60 days from the date of this Amendment held by Malloy and McManus,
respectively):
(i) Malloy beneficially owned 2,791,664 shares of Common Stock
(12.8%). Two separate trusts established for the benefit of Malloy's children
owned in the aggregate 117,442 shares of Common Stock. Malloy has no
arrangements, understandings or agreements with the trustee of these trusts
relating to the Common Stock and disclaims beneficial ownership of such shares.
The foregoing number of shares shown as beneficially owned by Malloy includes
351,866 shares subject to presently exercisable options and 38,000 shares
subject to options exercisable within 60 days from the date of this Amendment,
awarded to Malloy under Company stock option plans.
(ii) McManus beneficially owned 586,107 shares of Common Stock
(2.7%). Such number of shares includes 164 shares owned by McManus' minor son,
302,328 shares subject to presently exercisable options and 37,998 shares
subject to options exercisable within 60 days from the date of this Amendment,
awarded to McManus under Company stock option plans.
Malloy and McManus each disclaims beneficial ownership of the shares
of Common Stock beneficially owned by the other.
(b) The responses of Malloy and McManus to items (7) through (11) of
the portions of the cover page of this Schedule 13D which relate to beneficial
ownership of shares of the Common Stock are incorporated herein by reference.
(c) Except as set forth in Schedule A attached hereto, neither
Malloy nor McManus has effected any transactions in the Common Stock since the
filing of Amendment No. 16 to the Schedule 13D.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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Not Applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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Not Applicable
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: December 24, 1997
/s/ Patrick E. Malloy, III
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Patrick E. Malloy, III
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: December 24, 1997
/s/ Michael A. McManus, Jr.
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Michael A. McManus, Jr.
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SCHEDULE A
Transactions in Shares of Common Stock
Since Amendment No. 16 to the Schedule 13D
Number of Shares
Purchased (Sold)(1)
and How Transaction Price Per
Date was Effected(3)(4)(5) Share(1)(2)
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Patrick E.
Malloy, III:
02/06/95 20,000(3) $8.25
02/08/95 21,200(3) $8.25
02/09/95 20,000(3) $8.25
02/22/95 20,000(3) $8.563
02/24/95 10,000(3) $8.375
03/01/95 20,000(3) $8.375
06/21/95 200(3) $10.125
03/03/97 22,666(4) $11.125
11/06/97 (55,000)(3) $35.00
11/07/97 (43,500)(3) $34.714
11/10/97 (26,112)(3) $34.887
11/17/97 (1,250)(5) N/A
12/18/97 (12,000)(5) N/A
Michael A.
McManus, Jr:
05/18/95 11,616(4) $3.788
05/18/95 19,800(4) $3.94
06/26/95 19,800(4) $3.94
01/26/96 14,998(4) $6.667
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Number of Shares
Purchased (Sold)(1)
and How Transaction Price Per
Date was Effected(3)(4)(5) Share(1)(2)
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Michael A.
McManus, Jr:
(continued)
04/11/96 3,302(4) $6.667
01/31/97 11,137(4) $8.977
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(1) Giving effect to a 3-for-2 stock-split effective January 23, 1997 and a
4-for-3 stock-split effective July 24, 1997.
(2) Excluding brokerage commissions.
(3) Open market transaction.
(4) Exercise of options.
(5) Bona fide gift.
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