UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Jamaica Savings Bank FSB Employee Stock Ownerhsip 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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5 SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ---------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
0
---------------------------------------------------
8 SHARED DISPOSITIVE POWER
916,262
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
916,262
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
/ /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.64% of 9,505,923 shares of Common Stock outstanding as of
December 31, 1998
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12 TYPE OF REPORTING PERSON*
EP
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*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 of 1974, as amended.
ITEM 4
OWNERSHIP:
The following information with respect to the ownership of Common Stock
by the Jamaica Savings Bank FSB Employee Stock Ownership Plan (the "Plan") is
provided as of December 31, 1998. 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. . . . . 916,262
(b) PERCENT OF CLASS . . . . . . . . . . . . 9.64%
(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 . . . . . 916,262
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. The Plan was amended and restated effective as of January 1, 1995 and
is intended to be tax-qualified under section 401(a) of 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 will be voted in 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 the shares of
Common Stock which have 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 since, 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 best
interests of the Participants. As of December 31, 1998, 904,171 shares of Common
Stock had been allocated to Participants'
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Page 5 of 6 pages
accounts, and 12,091 shares of unallocated Common Stock were held by the Plan
pending allocation to eligible Participants' accounts.
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 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 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 are 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 the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose 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 11, 1999
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
------------------------------
Thomas R. Lehmann
Member
