UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
JSB Financial, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
46624M-10-0
- --------------------------------------------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement |_|. (A fee
is not required only if the filing 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).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
- ------------------------- -------------------------
CUSIP No. 46624M-10-0 13G Page 2 of 6 Pages
- ------------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Voluntary)
Jamaica Savings Bank FSB Employee Stock Ownership Plan
IRS # 11-0918160
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Federally chartered stock savings institution's
employee stock benefit plan organized in New York
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
-------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,044,322
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,044,322
- --------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7% of 9,783,031 shares of Common Stock outstanding as of
December 31, 1996
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
EP
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 3 of 6 pages
ITEM 1(a)
NAME OF ISSUER: JSB Financial, Inc. ("Company")
ITEM 1(b)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 303 Merrick Road
Lynbrook, NY 11563
ITEM 2(a)
NAME OF PERSON FILING: Jamaica Savings Bank FSB
Personnel Benefits Committee
ITEM 2(b)
ADDRESS OF PRINCIPAL BUSINESS OFFICE: c/o Jamaica Savings Bank FSB
303 Merrick Road
Lynbrook, NY 11563
ITEM 2(c)
CITIZENSHIP: Federally chartered stock savings institution's employee stock
benefit plan organized in New York.
ITEM 2(d)
TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01 per share
("Common Stock").
ITEM 2(e)
CUSIP NUMBER: 46624M-10-0
ITEM 3
The person filing is an:
(f) |X| Employee Benefit Plan which is subject to the provisions of the
Employee Retirement Income Security Act or 1974.
ITEM 4
OWNERSHIP:
The following information with respect to the Plan's ownership
of Common Stock is provided as of December 31, 1996. None of the shares set
forth below constitute shares the beneficial ownership of which the Plan had the
right to acquire within 60 days following such date.
<PAGE>
Page 4 of 6 pages
(a) AMOUNT BENEFICIALLY OWNED. . . . . 1,044,322
(b) PERCENT OF CLASS . . . . . . . . . . . . 10.7%
(c) NUMBER OF SHARES AS TO WHICH
SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO
DIRECT THE VOTE . . . . . . . . . 0
(ii) SHARED POWER TO VOTE OR TO
DIRECT THE VOTE. . . . . . . . . 0
(iii) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 0
(iv) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 1,044,322
The Plan was adopted by the Board of Directors of Jamaica
Savings Bank FSB ("Bank"), a wholly-owned subsidiary of the Company, effective
as of January 1, 1990, was amended and restated as of January 1, 1995, and is
intended to be a tax-qualified plan under the Internal Revenue Code of 1986. The
Plan is administered by the Personnel Benefits Committee ("Committee") of the
Bank. The Committee currently consists of four officers of the Bank, and the
assets of the Plan are held in a trust ("Trust") for which Marine Midland Bank
serves as trustee ("Trustee").
Pursuant to the written plan document governing the Plan
("Plan Document"), each Participant in the Plan ("Participant") is entitled to
direct the Trustee as to the manner in which Common Stock held by the Plan and
allocated to his or her account is voted on all matters on which shareholders of
the Company may vote. Any unallocated Common Stock is generally required to be
voted by the Trustee in the same proportion as Common Stock which has been
allocated to Participants is directed to be voted. Each Participant also has the
right to direct whether Common Stock held by the Plan and allocated to his or
her account should be delivered by the Trustee in response to a tender offer
made to holders of Common Stock and to direct the assertion of dissenters'
rights with respect to any matter in which holders of Common Stock have the
right to assert such rights. Any unallocated Common Stock is generally required
to be delivered by the Trustee in response to a tender offer, and dissenters'
rights with respect to such unallocated Common Stock are required to be
asserted, in the same proportion as Common Stock which has been allocated to
Participants. The Committee shares with the Trustee dispositive power over
Common Stock held under the Plan as, pursuant to the Plan Document and Trust
Agreement, the Committee can direct the Trustee to purchase or sell shares of
Common Stock if the Committee considers such action to be in the interests of
the Participants. As of December 31, 1996, 1,026,696 shares of Common Stock had
been allocated to Participant accounts, and 17,626 shares of unallocated Common
Stock were held by the Plan.
<PAGE>
Page 5 of 6 pages
ITEM 5
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable.
ITEM 6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Dividends declared on Common Stock held by the Plan which have
been allocated to the account of a Participant are allocated to the account of
such Participant. Such dividends may be held and invested in the same manner as
funds generally held or invested by the Plan which are not invested in Common
Stock or distributed to Participants in accordance with and at such time as
provided in the Plan Document. Participants may receive, or direct the receipt
of, proceeds of the sale of Common Stock held by the Plan and allocated to their
accounts to the extent they have become vested in such Common Stock and at such
times as provided in the Plan Document. No Participant has the right to receive
or the power to direct the receipt of dividends on, or the proceeds of the sale
of, more than 5% of the Common Stock issued and outstanding as of the date
hereof.
ITEM 7
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY
BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not applicable.
ITEM 8
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not applicable.
ITEM 9
NOTICE OF DISSOLUTION OF GROUP: Not applicable.
ITEM 10
CERTIFICATION:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
SIGNATURE:
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.
<PAGE>
Page 6 of 6 pages
Date: February 11, 1997
JAMAICA SAVINGS BANK FSB EMPLOYEE STOCK OWNERSHIP PLAN
By: Personnel Benefits Committee of
Jamaica Savings Bank FSB
By /s/ Park T. Adikes
---------------------------------
Park T. Adikes
Chairman
By /s/ Edward P.Henson
---------------------------------
Edward P. Henson
Member
By /s/ John J. Conroy
---------------------------------
John J. Conroy
Member
By /s/ Thomas R. Lehmann
---------------------------------
Thomas R. Lehmann
Member
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
JSB Financial, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
46624M-10-0
- --------------------------------------------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement |_|. (A fee
is not required only if the filing 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).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
- ------------------------- -------------------------
CUSIP No. 46624M-10-0 13G Page 2 of 6 Pages
- ------------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Voluntary)
Jamaica Savings Bank FSB Employee Stock Ownership Plan
IRS # 11-0918160
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Federally chartered stock savings institution's
employee stock benefit plan organized in New York
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
-------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 17,626
OWNED BY -------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,044,322
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,044,322
- --------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7% of 9,783,031 shares of Common Stock outstanding as of
December 31, 1996
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
EP
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 3 of 6 Pages
ITEM 1(a)
NAME OF ISSUER: JSB Financial, Inc. ("Company")
ITEM 1(b)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 303 Merrick Road
Lynbrook, NY 11563
ITEM 2(a)
NAME OF PERSON FILING: Jamaica Savings Bank FSB
Employee Stock Ownership Plan ("Plan") Trustee:
Marine Midland Bank
ITEM 2(b)
ADDRESS OF PRINCIPAL BUSINESS OFFICE: Employee Benefit Trust Services
250 Park Avenue
New York, NY 10177
ITEM 2(c)
CITIZENSHIP: Federally chartered stock savings institution's employee stock
benefit plan organized in New York
ITEM 2(d)
TITLE OF CLASS OF SECURITIES: Common stock, par value $.01 per share ("Common
Stock").
ITEM 2(e)
CUSIP NUMBER: 46624M-10-0
ITEM 3
The person filing is an:
(f) |X| Employee Benefit Plan which is subject to the provisions of the
Employee Retirement Income Security Act or 1974.
ITEM 4
OWNERSHIP:
The following information with respect to the Plan's ownership
of Common Stock is provided as of December 31, 1996. None of the shares set
forth below constitute shares the
<PAGE>
Page 4 of 6 pages
beneficial ownership of which the Plan had the right to acquire within 60 days
following such date.
(a) AMOUNT BENEFICIALLY OWNED. . . . . 1,044,322
(b) PERCENT OF CLASS . . . . . . . . . . . . 10.7%
(c) NUMBER OF SHARES AS TO WHICH
SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO
DIRECT THE VOTE . . . . . . . . . 0
(ii) SHARED POWER TO VOTE OR TO
DIRECT THE VOTE. . . . . . . . . 17,626
(iii) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 0
(iv) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 1,044,322
The Plan was adopted by the Board of Directors of Jamaica
Savings Bank FSB ("Bank"), a wholly-owned subsidiary of the Company, effective
as of January 1, 1990, was amended and restated as of January 1, 1995, and is
intended to be a tax-qualified plan under the Internal Revenue Code of 1986. The
Plan is administered by the Personnel Benefits Committee ("Committee") of the
Bank. The Committee currently consists of four officers of the Bank, and the
assets of the Plan are held in a trust ("Trust") for which Marine Midland Bank
serves as trustee ("Trustee").
Pursuant to the written plan document governing the Plan
("Plan Document"), each Participant in the Plan ("Participant") is entitled to
direct the manner in which Common Stock held by the Plan and allocated to his or
her account is voted on all matters on which shareholders of the Company may
vote. Any unallocated Common Stock is generally required to be voted in the same
proportion as Common Stock which has been allocated to Participants is directed
to be voted. Each Participant also has the right to direct whether Common Stock
held by the Plan and allocated to his or her account should be delivered in
response to a tender offer made to holders of Common Stock and to direct the
assertion of dissenters' rights with respect to any matter in which holders of
Common Stock have the right to assert such rights. Any unallocated Common Stock
is generally required to be delivered in response to a tender offer, and
dissenters' rights with respect to such unallocated Common Stock are required to
be asserted, in the same proportion as Common Stock which has been allocated to
Participants. The Trustee shares with the Committee dispositive power over
Common Stock held under the Plan as, pursuant to the Plan Document and Trust
Agreement, the Committee can direct the
<PAGE>
Page 5 of 6 pages
Trustee to purchase or sell shares of Common Stock if the Committee considers
such action to be in the best interests of the Participants. As of December 31,
1996, 1,026,696 shares of Common Stock had been allocated to Participant
accounts, and 17,626 shares of unallocated Common Stock were held by the Plan.
ITEM 5
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable.
ITEM 6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Dividends declared on Common Stock held by the Plan which has
been allocated to the account of a Participant are also allocated to the account
of such Participant. Such dividends may be held and invested in the same manner
as funds generally held or invested by the Plan which are not invested in Common
Stock or distributed to Participants in accordance with and at such time as
provided in the Plan Document. Participants may receive, or direct the receipt
of, proceeds of the sale of Common Stock held by the Plan and allocated to their
accounts to the extent they have become vested in such Common Stock and at such
times as provided in the Plan Document. No Participant has the right to receive
or the power to direct the receipt of dividends on, or the proceeds of the sale
of, more than 5% of the Common Stock issued and outstanding as of the date
hereof.
ITEM 7
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY
BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not applicable.
ITEM 8
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not applicable.
ITEM 9
NOTICE OF DISSOLUTION OF GROUP: Not applicable.
ITEM 10
CERTIFICATION:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
<PAGE>
Page 6 of 6 pages
SIGNATURE:
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.
Date: February 7, 1997
JAMAICA SAVINGS BANK FSB EMPLOYEE STOCK OWNERSHIP PLAN
By: Marine Midland Bank, as Trustee of
Jamaica Savings Bank FSB Employee Stock Ownership Plan
By: /s/ James Esposito
----------------------------------
Name/Title: James Esposito, Vice President
----------------------------------
