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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
FINANCIAL BANCORP, INC.
(Name of Issuer)
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Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)
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31738T 10
(CUSIP Number)
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Alan Schick, Esq.
John J. Gorman, Esq.
Luse Lehman Gorman Pomerenk & Schick
A Professional Corporation
5335 Wisconsin Avenue
Suite 400
Washington, D.C. 20015
(202) 274-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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July 12, 1996
(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: [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
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SCHEDULE 13D
CUSIP No. 129904 10 8
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BFS Bankorp, Inc.
IRS Employer Identification No. 13-3475050
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
Not applicable
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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
ITEM
2(d) OR 2(e)
[ ]
Not applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING
POWER
115,000
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8 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED
VOTING POWER
1,500
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9 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
115,000
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10 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED
DISPOSITIVE POWER
1,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,500
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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)
6.3
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14 TYPE OF REPORTING PERSON
0O
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Item 1. Security and Issuer.
The securities as to which this Schedule 13D ("Schedule") relates
are shares of common stock, $.01 par value per share ("Common Stock"),
of Financial Bancorp, Inc. (the "Issuer"). The address of the Issuer's
principal executive office is 42-25 Queens Boulevard, Long Island City,
N.Y. 11104. Based upon the Issuer's Form 10-Q for the quarter ended
March 31, 1996, the Issuer has outstanding 1,838,365 shares of Common
Stock.
Item 2. Identity and Background.
(a)-(c) This Schedule is filed on behalf of BFS Bankorp Inc. (the
"Company"). The Company's principal business is to be the holding
company for Bankers Federal Savings FSB, a federally-chartered savings
bank offering a variety of loan and deposit products to the communities
it serves in the New York City boroughs of Manhattan, Queens and
Brooklyn. The address of the Company's principal executive office is 110
William Street, 29th Floor, New York, N.Y. 10038.
Pursuant to General Instruction C of Schedule 13D, the following
information is being provided with respect to each executive officer and
director of the Company ("Insiders"):
Name Principal Occupation or Employment and Address
Eldon C. Hanes, Chairman Special Assistant to Chairman
Syska and Hennessey
11 West 42nd Street
New York, N.Y. 10036
James A. Randall President, Chief Executive Officer and
Director
BFS Bankorp Inc.
Bankers Federal Savings FSB
110 William Street, 29th Floor
New York, N.Y. 10038
Fredric H. Gould, Director Partner, Gould Investors LP
60 Cutter Mill Road, Suite 303
Great Neck, N.Y. 11021
Raymond A. Lein, Director (Retired Past President)
159 Norwood Avenue
Malverne, N.Y. 11565
Jane Maas, Director Earle Palmer Brown
345 Hudson Street, 13th Floor
New York, N.Y. 10014
Gerard A. Perri Director, Senior Vice President and
Chief Financial Officer
Bankers Federal Savings FSB
110 William Street, 29th Floor
New York, N.Y. 10038
Todd M. Poland, Director Partner, McCarter & English, Attys.
4 Gateway Center
100 Mulberry Street
Newark, N.J. 07102-4096
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Israel Rosenzweig Director, Executive Vice President
and Chief Lending Officer
Bankers Federal Savings FSB
110 William Street, 29th Floor
New York, N.Y. 10038
Edward Powers Senior Vice President
BFS Bankorp Inc.
110 William Street, 29th Floor
New York, N.Y. 10038
(d) During the past five years, neither the Company nor the Insiders
have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, neither the Company nor the Insiders
have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding 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 a finding
of any violation with respect to such laws.
(f) All of the Insiders are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration
The Company has financed its purchases of Common Stock from its
working capital consisting of available cash and investments.
Item 4. Purpose of Transaction
The Company's investment in Issuer's Common Stock is for investment
purposes only. Currently, the Company has no plans which relate to or
would result in any of the actions specified in clauses (a) through (j)
of Item 4 of Schedule 13D. In the future, however, the Company reserves
the right to review its investment objectives in Issuer's Common Stock.
Item 5. Interest in Securities of the Issuer
(a) As of July 12, 1996, the Company directly and beneficially
owned 115,000 shares of the Issuer's Common Stock, which represented 6.3%
of the issued and outstanding shares of Common Stock on such date. The
Company disclaims beneficial ownership of 1,500 shares of Common Stock
owned directly and indirectly by Fredric H. Gould, a director of the
Company. Except as set forth above, the Company is not aware of any
individuals named at Item 2(a)-(c) above who owns any Common Stock.
(b) The Company has the sole power to vote and the sole power to
dispose of the 115,000 shares of Common Stock owned by it. As to the
1,500 shares referenced in (a) above, the Company is stating that it has
shared voting and dispositive power over such shares due to its
relationship with its director.
(c) Set forth at Schedule I are the Company's transactions in the
Issuer's Common Stock within the past 60 days.
(d) No person or entity other than the Company has the right to
receive, or the power to direct the receipt of, dividends from, or the
proceeds from the sale of, the shares of the Issuer's Common Stock
reported in this Schedule.
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(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
As of the date of this Schedule, neither the Company nor any of the
Insiders is a party to any contract, arrangement, understanding or
relationship among themselves or with any other person with respect to
any securities of the Issuer, including but not limited to transfer or
voting of any of the Common Stock, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division
of profits or loss, the giving or withholding of proxies, or otherwise
subject to a contingency the occurrence of which would give another
person voting or investment power over the Common Stock.
Item 7. Material to be Filed as Exhibits
None.
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certifies that the information set
forth in this Statement on Schedule 13D is true, complete and correct.
BFS BANKORP, INC.
By:/s/ Gerard A. Perri
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Gerard A. Perri
Senior Vice President and
Chief Financial Officer
Date: July 19, 1996
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SCHEDULE I
Schedule of Stock Purchases by BFS Bankorp Inc. of Financial Bancorp,
Inc.
Within the Past Sixty Days
Stock Purchases by BFS Bankorp Inc.
Number of Dollar
Trade Date Settlement Date Shares Price Amount
7/01/96 7/05/96 80,000 # 12.625 $1,010,000
7/12/96 7/17/96 20,000 $ 12.500 # 250,000
7/15/96 7/18/96 5,000 $ 12.750 $ 63,750
7/16/96 7/19/96 10,000 $ 12.625 $ 126,250
115,000 $ 12.609 $1,450,000
Shares Purchased by BFS Bankorp Inc. Director
Within the Past Sixty Days
6/12/96 500 $ 13.350 $ 6,675
All shares of Issuer Common Stock were purchased through brokerage
transactions conducted on the open market.
