SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BAYONNE BANCSHARES, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
00033620R1
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(CUSIP Number)
with a copy to:
Jeffrey S. Halis Robert G. Minion, Esq.
500 Park Avenue Lowenstein, Sandler, Kohl,
Fifth Floor Fisher & Boylan, P.A.
New York, New York 10022 65 Livingston Avenue
(212) 486-4797 Roseland, New Jersey 07068
(201) 992-8700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 22, 1997
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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 Rule 13d-l(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-l(a) for other parties to whom copies are to be
sent.
*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
disclosures provided in a prior cover page.
The information required on 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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1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons):
Jeffrey S. Halis (###-##-####)
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of Shares 7) Sole Voting Power: 93,856*
Beneficially Owned by Each ---------------------------------------------------
Reporting Person With: 8) Shared Voting Power: 0
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9) Sole Dispositive Power: 93,856*
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10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 93,856*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 1.0%*
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14) Type of Reporting Person (See Instructions): IN
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* 93,856 shares (1.0%) of Bayonne Bancshares, Inc. common stock are owned
individually by Jeffrey S. Halis. In addition, 431,151 shares (4.8%) of Bayonne
Bancshares, Inc. common stock are owned by various investment funds for which,
with respect to any shares of Bayonne Bancshares, Inc., Jeffrey Halis does not
possess voting or investment authority. See Item 5 for further information.
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.01 per share
(the "Common Stock"), of Bayonne Bancshares, Inc., a Delaware corporation with
principal executive offices located at 568 Broadway, Bayonne, New Jersey 07002.
Item 2. Identity and Background.
The person filing this statement is Jeffrey S. Halis, whose business
address is 500 Park Avenue, Fifth Floor, New York, New York 10022. Mr. Halis
serves as a general partner of Halo Capital Partners, L.P., Delaware limited
partnership ("Halo") and as a member of Jemi Management, L.L.C., a New York
limited liability company ("Jemi"). Halo serves as the sole general partner of
each of Tyndall Partners, L.P., Tyndall Institutional Partners, L.P., and
Madison Avenue Partners, L.P., each of which are Delaware limited partnerships
having their principal executive offices located at 500 Park Avenue, Fifth
Floor, New York, New York 10022. Jemi serves as the investment manager for Halo
International, Ltd., a company organized under the laws of the Cayman Islands,
having its principal executive offices located at Butterfield Fund Managers
(Guernsy) Limited, Post Office Box 211, Butterfield House, The Grange, St. Peter
Port, Guernsey, Channel Islands, GY1 3NQ. Each of Tyndall Partners, L.P.,
Tyndall Institutional Partners, L.P., Madison Avenue Partners, L.P., Halo
International, Ltd., and Jeffrey S. Halis are engaged in the investment in
personal property of all kinds, including, but not limited to, capital stock,
depository receipts, investment companies, mutual funds, subscriptions,
warrants, bonds, notes, debentures, options and other securities of whatever
kind and nature. Mr. Halis has never been convicted in any criminal proceeding,
nor has he been party to any civil proceeding commenced before a judicial or
administrative body of competent jurisdiction as a result of which he was or is
now 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. Mr. Halis is a citizen
of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase shares of the Common Stock of the Company
by Mr. Halis come directly from the personal funds of Mr. Halis.
Item 4. Purpose of Transaction.
The ownership of the shares of the Common Stock of the Company
referred to in Item 5 is for investment purposes on behalf of Mr. Halis. In
addition, Mr. Halis intends to oppose any bonuses, incentive compensation or
other remuneration (whether paid in cash or otherwise) which the Company may in
the future propose to pay to existing management of the Company and which is
submitted to the shareholders of the Company for shareholder approval. Further,
Mr. Halis anticipates that he may solicit support for such opposition from
certain other shareholders of the Company. Mr. Halis also may seek to effect
changes in the current composition of the board of directors and existing
management of the Company, and may solicit support for such changes from certain
other shareholders of the Company. Other than as set forth above, Jeffrey Halis
has no present plans or intentions which relate to or would result in any of the
transactions required to be described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon the information provided by the Company, on August 22,
1997, there were issued and outstanding 8,991,079 shares of the Common Stock. As
of August 22, 1997, Jeffrey Halis individually owned 93,856 of such shares, or
1.0% of those outstanding. In addition, 431,151 shares of the Common Stock, or
4.8% of those outstanding, are owned by various investment funds for which Halo
serves as a general partner or for which Jemi serves as the investment manager.
However, Jeffrey Halis does not possess voting or investment authority over any
such shares of the Common Stock owned by such investment funds. There were no
transactions by Jeffrey Halis in shares of the Common Stock during the past
sixty days other than the acquisition of all 93,856 shares owned by him pursuant
to the Plan of Conversion and Agreement and Plan of Reorganization by among the
Company, Bayonne Bancshares, M.H.C. and First Savings Bank of New Jersey, SLA.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships
exist with respect to the shares of Common Stock of the Company between Jeffrey
Halis and any person or entity.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
Signature
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
August 28, 1997
/s/ Jeffrey S. Halis
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Jeffrey S. Halis
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
