SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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 PC
Fifth Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 486-4794 (973) 597-2500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 27, 1998
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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).
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Item 4. Purpose of Transaction.
The ownership of the shares of the Common Stock referred to in Item 5
is for investment purposes on behalf of Mr. Halis. Mr. Halis is considering
undertaking a proxy solicitation or otherwise communicating with shareholders of
the Company with respect to the Company's proposal for approval of the Bayonne
Bancshares, Inc. 1998 Stock-Based Incentive Plan set forth in a proxy statement
of the Company dated February 24, 1998, which is to be voted on at a special
meeting of shareholders of the Company on March 27, 1998. In connection
therewith, Mr. Halis sent a letter to the Company on February 27, 1998
requesting a list of the record holders and beneficial owners of shares of
common stock of the Company. Mr. Halis also may seek to effect changes in the
current 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 7. Material to be Filed as Exhibits.
Exhibit 7.1 Letter dated February 27, 1998 from Jeffrey S. Halis to
Bayonne Bancshares, Inc., with Affidavit of Jeffrey S. Halis dated February 27,
1998 attached thereto.
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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.
March 2, 1998
/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).
EXHIBIT 7.1
Jeffrey S. Halis
500 Park Avenue
Fifth Floor
New York, New York 10022
February 27, 1998
Bayonne Bancshares, Inc.
568 Broadway
Bayonne, New Jersey 07002
Attention: Michael Nilan, President
and Chief Executive Officer
Dear Mr. Nilan:
In connection with the recent proxy solicitation by Bayonne Bancshares,
Inc. (the "Company"), I am writing to request a list of security holders
pursuant to Rule 14a-7 of the Securities Exchange Act of 1934, as amended (the
"Act"). I am currently the record and/or beneficial owner of shares of the
Company's common stock, as required by Rule 14a-7 promulgated under the Act.
Attached hereto is an affidavit meeting the requirements of Rule 14a-7(c)(2)
promulgated under the Act.
Kindly deliver to my attention at the above address (i) a current list
of the names, addresses and security positions of the record holders of the
Company's common stock, including banks, brokers and similar entities, and (ii)
the most recent list in the Company's possession of names, addresses and
security positions of beneficial owners of the Company's common stock as
specified in Rule 14a-13(b) promulgated under the Act. Kindly provide the
information requested herein within five business days of your receipt of this
letter, as required by Rule 14a-7 promulgated under the Act.
Very truly yours,
/s/ Jeffrey S. Halis
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Jeffrey S. Halis
<PAGE>
AFFIDAVIT
STATE OF NEW YORK:
SS.:
COUNTY OF NEW YORK:
This Affidavit is being supplied in connection with a request for a
list of security holders of Bayonne Bancshares, Inc. (the "Company") by the
undersigned, in accordance with Rule 14a-7(c)(2) under the Securities Exchange
Act of 1934, as amended. The proposal or other corporate action that will be the
subject of the undersigned's solicitation or communication is the Company's
proposal for approval of the Bayonne Bancshares, Inc. 1998 Stock-Based Incentive
Plan set forth in a proxy statement of the Company dated February 24, 1998,
which is to be voted on at a special meeting of shareholders of the Company on
March 27, 1998.
The undersigned, Jeffrey S. Halis, being of full age and duly sworn
upon his oath, deposes and says:
1. I will not use the list information for any purpose other than to
solicit security holders with respect to the same meeting or action by consent
or authorization for which the Company is soliciting or intends to solicit or to
communicate with security holders with respect to a solicitation commenced by
the Company.
2. I will not disclose such information to any person other than a
beneficial owner for whom the request was made and an employee or agent to the
extent necessary to effectuate the communication or solicitation.
/s/ Jeffrey S.Halis
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Jeffrey S. Halis
Sworn and subscribed to
before me this 27th day
of February, 1998.
/s/ Melanie Hayes
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