UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
JSB Financial, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
46624M-10-0
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(CUSIP Number)
N/A
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Date of Event which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which the Schedule
is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*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>
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CUSIP No.46624M-10-0 13G Page 2 of 6 Pages
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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
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
Federally chartered stock savings institution's employee
stock benefit plan organized in New York
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NUMBER OF SOLE VOTING POWER
SHARES BENEFICIALLY 5 0
OWNED BY -----------------------------------------------
EACH SHARED VOTING POWER
REPORTING 6 0
PERSON -----------------------------------------------
WITH SOLE DISPOSITIVE POWER
7 0
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SHARED DISPOSITION POWER
8 987,926
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 987,926
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 9.95% of 9,919,927 shares of Common Stock outstanding
as of December 31, 1997
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TYPE OF REPORTING PERSON*
12 EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
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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, 1997. 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.
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Page 4 of 6 pages
(A) AMOUNT BENEFICIALLY OWNED. . . . . 987,926
(B) PERCENT OF CLASS . . . . . . . . . . . . 9.95%
(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 . . . . . 987,926
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
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Page 5 of 6 pages
December 31, 1997, 972,581 shares of Common Stock had been allocated to
Participant accounts, and 15,345 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
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 and held in
the ordinary course of business and were not acquired and are not held for the
purpose of, or with the effect of, changing or influencing the control of the
issuer of such securities and were not acquired and are not held in connection
with or as a participant in any transaction having such purposes or effect.
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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 9, 1998
JAMAICA SAVINGS BANK FSB EMPLOYEE STOCK OWNERSHIP PLAN
By: Personnel Benefits Committee of
Jamaica Savings Bank FSB
By /s/ Park T. Adikes
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Park T. Adikes
Chairman
By /s/ Edward P. Henson
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Edward P. Henson
Member
By /s/ John J. Conroy
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John J. Conroy
Member
By /s/ Thomas R. Lehmann
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Thomas R. Lehmann
Member
