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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PAMRAPO BANCORP, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
697738102
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(CUSIP Number)
Marc P. Levy, Esq.
Muldoon, Murphy & Faucette LLP
5101 Wisconsin Avenue, N.W., Washington, D.C. 20016 (202) 362-0840
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 22, 1999
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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 ss.ss.240.13(d)-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box |_|.
SEC 300 (07-98)
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SCHEDULE 13D
CUSIP No. 697738102 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Richmond County Financial Corp. 06-1498455
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
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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
ITEMS 2(d) or 2(e) /_/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 224,900
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 224,900
WITH ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,900 Shares
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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);
7.91%
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14 TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
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This Schedule 13D relates to the shares of common stock, par value $.01
per share, of Pamrapo Bancorp, Inc. ("Pamrapo"), a corporation organized under
the laws of the state of Delaware. The principal executive offices of Pamrapo
are located at 611 Avenue C, Bayonne, New Jersey 07002.
Item 2. Identity and Background.
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This Schedule 13D is being filed by Richmond County Financial Corp.
("Richmond County"), a Delaware corporation, which is the holding company for
Richmond County Savings Bank (the "Bank"). Richmond County's principal business
is directing the business of the Bank. The principal office of Richmond County
is located at 1214 Castleton Avenue, Staten Island, New York 10310. During the
past five years Richmond County has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor has Richmond County
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, been 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.
Attached as Schedule I hereto and incorporated herein by reference is a
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list containing the (a) name, (b) business or residential address, and (c)
present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted, of each director and executive officer of Richmond County. To
Richmond County's knowledge, each of the directors and executive officers of
Richmond County is a United States citizen, and none of such directors and
executive officers has, during the past five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or 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 finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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On March 22, 1999, Richmond County acquired Bayonne Bancshares, Inc.
("Bayonne") through the merger of Bayonne with and into Richmond County, with
Richmond County being the surviving corporation (the "Merger"). Through the
Merger, Richmond County acquired 83,100 shares of Pamrapo common stock, which
were held by Bayonne immediately prior to the Merger. When aggregated with the
shares of Pamrapo common stock held by Richmond County immediately prior to the
Merger, Richmond County holds an aggregate of 224,900 shares of Pamrapo common
stock. All shares previously purchase by Richmond County were purchased for cash
using working capital. The total cost of the shares of Pamrapo common stock
purchased by Richmond County and Bayonne was $6,184,275.
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Item 4. Purpose of Transaction.
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As part of its investment strategy, Richmond County regularly invests in
the common stock of financial institutions in and around its market area that
Richmond County believes provide the potential for capital appreciation. Bayonne
had a similar investment strategy. Richmond County currently holds Pamrapo
common stock in its equity portfolio for investment purposes pursuant to this
investment strategy. Because Section 1467(a)(10)(e) of the Home Owners' Loan Act
prohibits a savings and loan holding company from acquiring more than 5% of the
voting shares of another savings institution or savings and loan holding company
that is not a subsidiary, Richmond County will reduce its ownership of Pamrapo
common stock so that it owns less than the maximum permitted threshold. The
Office of Thrift Supervision, which regulates Richmond County as a savings and
loan holding company, has informally stated to Richmond County that it would not
object to a thirty day divestiture period.
Item 5. Interest in Securities of the Issuer.
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(a) Richmond County beneficially owns 224,900 shares of Pamrapo common
stock or 7.91% of outstanding shares.
Michael F. Manzulli, Chief Executive Officer and Chairman of
Richmond County, owns 400 shares of Pamrapo common stock.
(b) Richmond County has sole power to vote or direct the vote and sole
power to dispose or direct the disposition of 224,900 shares of Pamrapo common
stock.
Mr. Manzulli has sole power to vote or direct the vote and sole power
to dispose or direct the disposition of 400 shares of Pamrapo common stock.
(c) On March 22, 1999, Bayonne was merged with and into Richmond County,
with Richmond County being the surviving corporation. Concurrent with such
Merger, Richmond County acquired 83,100 shares of Pamrapo common stock,
constituting those shares held by Bayonne at the time of the Merger. See Item 3.
(d) No person other than Richmond County has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
any shares of Pamrapo common stock that may be deemed beneficially owned by
Richmond County. No person other than Mr. Manzulli has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, any shares of Pamrapo common stock that may be deemed beneficially owned by
Mr. Manzulli.
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Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
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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
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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.
RICHMOND COUNTY FINANCIAL CORP.
By: /s/ Michael F. Manzulli
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Michael F. Manzulli
President and Chief Executive Officer
Date: March 23, 1999
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Schedule I
Directors and Executive Officers of Richmond County Financial Corp.
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The names, business address and present principal occupation of each
director, executive officer and controlling person of Richmond County Financial
Corp. are set forth below. Unless otherwise indicated, all persons are citizens
of the United States.
<TABLE>
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NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
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<S> <C> <C>
Michael F. Manzulli 1214 Castleton Avenue Chairman of the Board of Directors and Chief Executive
Staten Island, New York Officer of Richmond County Financial Corp., and
Director, President and Chief Executive Officer of
Richmond County Savings Bank.
Anthony E. Burke 1214 Castleton Avenue President, Chief Operating Officer and Director of
Staten Island, New York Richmond County Financial Corp. and Richmond County
Savings Bank.
James L. Kelley 1214 Castleton Avenue Director of Richmond County Financial Corp. and
Staten Island, New York Director of Richmond County Savings Bank. Mr. Kelley
is a partner of the law firm of Lahr, Dillon,
Manzulli, Kelley & Penett, P.C., which serves as
general counsel to Richmond County Savings Bank.
T. Ronald Quinlan, Jr. 1214 Castleton Avenue Director of Richmond County Financial Corp. and
Staten Island, New York Director of Richmond County Savings Bank.
William C. Frederick 1214 Castleton Avenue Director of Richmond County Financial Corp. and
Staten Island, New York Director of Richmond County Savings Bank. Dr.
Frederick is a surgeon in Staten
Island and is affiliated with St.
Vincent's Hospital, Staten Island
University Hospital and Bayley Seton
Hospital.
Maurice K. Shaw 1214 Castleton Avenue Director of Richmond County Financial Corp. and
Staten Island, New York Director of Richmond County Savings Bank. Mr. Shaw is
currently Senior Vice President in charge of
corporate affairs of Brooklyn Union Gas Co.
Godfrey H. Carstens, Jr. 1214 Castleton Avenue Director of Richmond County Financial Corp. and
Staten Island, New York Director of Richmond County Savings Bank.
Mr. Carstens is currently the owner and president of
Carstens Electrical Supply Co., an electrical supply
company located in Staten Island, New York.
Robert S. Farrell 1214 Castleton Avenue Director of Richmond County Financial Corp. and
Staten Island, New York Director of Richmond County Savings Bank. Mr. Farrell
is currently president of H.S. Farrell, Inc.,
a lumber, millwork and building materials supply
company located in Staten Island, New York.
Thomas R. Cangemi 1214 Castleton Avenue Chief Financial Officer of
Staten Island, New York Richmond County Financial Corp.1and
Richmond County Savings Bank.
Andrew M. Sisock 1214 Castleton Avenue Senior Vice President, Senior Financial Officer, and Vice
Staten Island, New York President-Accounting of Richmond County Financial
Corp. Mr. Sisock is also a Director and Treasurer of
Richmond County Savings Bank and Richmond
Enterprises, Inc.
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NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
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Patrick F.X. Nilan 1214 Castleton Avenue Director of Richmond County Financial Corp. Retired
Staten Island, New York President and Chief Executive Officer of Bayonne
Bancshares, Inc.
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