UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
MSB BANCORP, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
553517-10-3
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(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>
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CUSIP No. 553517-10-3 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)
Middletown Savings Bank
Employee Stock Ownership Plan
IRS # 06-1341670
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
4 Federally chartered stock savings institution's employee benefit
plan organized in New York.
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NUMBER OF SOLE VOTING POWER
SHARES 5 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 6 0
REPORTING -------------------------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 7 0
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SHARED DISPOSITIVE POWER
8 155,522
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 155,522
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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 5.5% of 2,844,153 shares of Common Stock outstanding as of
December 31, 1997
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TYPE OF REPORTING PERSON*
12 EP
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Page 3 of 6 pages
ITEM 1(A)
NAME OF ISSUER: MSB Bancorp, Inc. ("Company")
ITEM 1(B)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 4 South Street
Middletown, New York 10940-0908
ITEM 2(A)
NAME OF PERSON FILING: Middletown Savings Bank
Employee Stock Ownership Plan Committee
ITEM 2(B)
ADDRESS OF PRINCIPAL BUSINESS OFFICE: c/o MSB Bancorp, Inc.
4 South Street
Middletown, New York 10940-0908
ITEM 2(C)
CITIZENSHIP: Federally chartered stock savings institution's employee
benefit plan organized in New York.
ITEM 2(D)
TITLE OF CLASS OF SECURITIES: Common stock, par value $0.01 per share ("Common
Stock").
ITEM 2(E)
CUSIP NUMBER: 553517-10-3
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.
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. . . . . 155,522
(B) PERCENT OF CLASS . . . . . . . . . . . . 5.5%
(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 . . . . . 155,522
The Plan was adopted by the Board of Directors of MSB Bank
("Bank"), formerly Middletown Savings Bank, a wholly-owned subsidiary of the
Company, effective as of January 1, 1992, and is intended to be a tax-qualified
plan under the Internal Revenue Code of 1986. The Plan is administered by a
committee appointed by the Bank ("Committee"). The Committee currently consists
of the Board of Directors 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 will be voted by the Trustee 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 by the Trustee 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, by
the Trustee in the same proportion as Common
<PAGE>
Page 5 of 6 pages
Stock which has been allocated to Participants. As of December 31, 1997, 112,306
shares of Common Stock had been allocated to Participant accounts, out of
155,522 total shares of Common Stock held by the Plan. Pursuant to the Plan and
the Trust agreement, the Committee directs the Trustee with respect to the
general investment of all Trust assets.
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:
The reporting person is an employee benefit plan subject to
the provisions of the Employee Retirement Income Security Act of 1974.
ITEM 9
NOTICE OF DISSOLUTION OF GROUP: Not applicable.
<PAGE>
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.
MIDDLETOWN SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN
By: The MSB Bank Employee Stock Ownership Plan Committee
By: /s/ Ralph W. Decker Date: February 13, 1998
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Ralph W. Decker
Member
By: /s/ Douglas Porto Date: February 13, 1998
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Douglas Porto
Member
