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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
(Amendment No. 1)
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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John J. Gorman, Esq.
Luse Lehman Gorman Pomerenk & Schick
A Professional Corporation
5335 Wisconsin Avenue, N.W.
Washington, D.C. 20015
(202) 274-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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August 1, 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: [ ].
(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. 31738T 10
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1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BFS Bankorp, Inc.
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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
Not Applicable
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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
90,000
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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
90,000
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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
91,500
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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)
4.98
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14 TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
The securities as to which this Amendment No. 1 to Schedule 13D
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.
Please see Item 2 to the Company's Schedule 13D filed on July 22,
1996, which is incorporated herein by reference thereto.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
The purpose of this Amendment No. 1 to Schedule 13D is to report
that the Company's holdings in Issuer's Common Stock have dropped below
five percent (5%).
Item 5. Interest in Securities of the Issuer
This Amendment No. 1 amends and supplements the Company's Schedule
13D filed on July 22, 1996.
Item 5 of the Schedule 13D is hereby amended to include the
following:
On July 31, 1996 the Company sold 7,000 shares of Issuer's Common
Stock at a per share price of $14.625. On August 1, 1996, the Company
sold 4,000 shares of Issuer's Common Stock at a per share price of $14.50
and sold 14,000 shares of Issuer's Common Stock at a per share price of
$14.25.
As a result of these sales of the Issuer's Common Stock, the Company
now has sole voting and dispositive power with respect to 90,000 shares
of Issuer's Common Stock. The Company has shared voting and dispositive
power with respect to 91,500 shares.
The following sales of Issuer's Common Stock were effected by the
Company since July 22, 1996, the date of the filing of the Schedule 13D:
Sale Date Number of Shares Price Per Share
07/31/96 7,000 $14.625
08/01/96 4,000 14.50
08/01/96 14,000 14.25
The foregoing transactions were effected through open-market sales.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Please see Item 6 to the Company's Schedule 13D filed on July 22,
1996, which is incorporated herein by reference thereto.
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: August 2, 1996
