SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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 Stuart L. Shapiro, Esq.
500 Park Avenue Robert W. Forman, Esq.
Fifth Floor SHAPIRO FORMAN & ALLEN LLP
New York, New York 10022 380 Madison Avenue
(212)486-4794 New York, New York 10017
(212) 972-4900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 9, 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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1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons):
Augustus K. Oliver
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) |X|
(b) | |
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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: 1,000*
Beneficially Owned by Each ---------------------------------------------------
Reporting Person With: 8) Shared Voting Power: -0-
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9) Sole Dispositive Power: 1,000*
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10) Shared Dispositive Power: -0-
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,000*
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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): **
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14) Type of Reporting Person (See Instructions): IN
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* Mr. Oliver is a limited partner of Tyndall Partners and an indirect special
limited partner of Halo Capital, L.P., the general partner of Tyndall
Partners, L.P., Madison Avenue Partners, L.P. and Tyndall Institutional
Partners, L.P., all of which own shares of the Company. Mr. Oliver's
daughter, Lily R. Oliver, is also a limited partner of Tyndall Partners,
L.P. Mr. Oliver disclaims any beneficial ownership in her interest and in
the shares owned by the foregoing entities.
** Less than .1%
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INTRODUCTION
This statement amends Item 4 of the Schedule 13D previously filed by
Jeffrey Halis and Michael Lowenstein with respect to the common stock ("Common
Stock") of Bayonne Bancshares, Inc., a Delaware corporation (the "Issuer"), and
provides information regarding Augustus K. Oliver, who may be deemed a member of
the group with Messrs. Halis and Lowenstein. Messrs. Halis, Lowenstein and
Oliver are sometimes collectively referred to as the "Reporting Persons."
Item 2. Identity and Background.
Mr. Oliver's business address is 500 Park Avenue, Fifth Floor, New York, NY
10022. Since 1996, Mr. Oliver has been the principal of Oliver Management and is
a private investor. From 1984-1995, Mr. Oliver was a managing director of
Gollust Tierney and Oliver, Inc. Mr. Oliver has never been convicted in any
criminal proceeding, nor has he been a 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.
Oliver is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The cost of the Shares owned by Mr. Oliver was $16,375 (exclusive of
commissions) which were purchased with his personal funds.
Item 4. Purpose of Transaction.
On June 9, 1998, Mr. Halis notified the Issuer, pursuant to its by-laws,
that if the Issuer's board will consist of seven or more members and two
directors are to be elected at the Annual Meeting of Shareholders (the
"Meeting"), Mr. Halis intends to nominate Mr. Oliver in addition to himself for
election as a director of the Issuer. A copy of Mr. Halis' June 9, 1998 letter
to the Issuer is attached hereto as Exhibit 99.4. As previously reported, on
April 15, 1998, Mr. Halis notified the Issuer of his intent to nominate himself
at the Meeting, and he requested to meet with the Issuer's Board to discuss
adding Mr. Halis to fill the vacancy created by the death of Sam P. Lamporello.
By letter dated May 29, 1998, the Issuer's President informed Mr. Halis that the
Board had been reduced to six members, no vacancy existed, the Board did not
wish to meet with Mr. Halis and it would not add Mr. Halis to the Board.
<PAGE>
The Reporting Persons currently intend to solicit proxies for the election
of Mr. Halis, and for Mr. Oliver if the number of directors constituting the
entire Board is seven or more and two directors are to be elected at the
Meeting.
Other than as set forth above, none of the Reporting Persons has any plan
or proposal of the type required to be disclosed in Item 4 of Schedule 13D. Each
intends to review his investment in the Issuer on a continuing basis and,
depending on various factors including, without limitation, the Issuer's
business affairs and financial position, the price levels of the Common Stock,
conditions in the securities markets and general economic and industry
conditions, may in the future take such actions with respect to his investment
in the Issuer as he deems appropriate including, without limitation, purchasing
additional shares of Common Stock or selling some or all of its shares.
Item 5. Interest in Securities of Issuer.
(a) Mr. Oliver owns 1,000 shares of the Issuer's Common Stock, which
represent less than .1% of the Issuer's outstanding Common Stock. Mr. Oliver is
a limited partner of Tyndall Partners and an indirect special limited partner of
Halo Capital, L.P., the general partner of Tyndall Partners, L.P., Madison
Avenue Partners, L.P. and Tyndall Institutional Partners, L.P., all of which own
shares of the Company. Mr. Oliver's daughter, Lily R. Oliver, is also a limited
partner of Tyndall Partners, L.P. Mr. Oliver disclaims any beneficial ownership
in her interest and in the shares owned by the foregoing entities.
(b) Mr. Oliver has sole power to vote and dispose of the Shares owned by
him.
(c) Other than the acquisition of 1,000 shares of Common Stock on June 8,
1998, Mr. Oliver has not engaged in any transaction in the Issuer's securities
within the past 60 days.
(d) and (e) Not applicable.
Item 6. Contracts, Arragements, Understandings or Relationships with Respect to
the Securities of the Issuer.
Mr. Oliver is not a party to any contract, arrangement or understanding
regarding the securities of the Company other than his expectation that Messrs.
Halis and Lowenstein will vote all shares of Common Stock beneficially owned by
them for his election as a Director of the Company and that Mr. Halis will
solicit proxies for Mr. Oliver's election and reimburse him for any costs
incurred by Mr. Oliver in connection therewith.
Item 7. Exhibits.
The following are filed as Exhibits to this Amended Schedule 13D:
99.4 Letter dated June 9, 1998 from Jeffrey Halis to the Issuer.
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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.
June 9, 1998 /s/ Jeffrey S. Halis
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Jeffrey S. Halis
/s/ Michael Lowenstein
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Michael Lowenstein, as a general partner
of Halo Capital Partners, L.P., the
general partner of each of Tyndall
Partners, L.P., Madison Avenue Partners,
L.P., and Tyndall Institutional
Partners, L.P.
/s/ Michael Lowenstein
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Michael Lowenstein as a member of Jemi
Management, L.L.C., the Investment
Manager for Halo International, Ltd.
/s/ Augustus K. Oliver
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Augustus K. Oliver
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
EXHIBIT 99.4
JEFFREY HALIS
500 Park Avenue
New York, NY 10022
June 9, 1998
By Fax and Federal Express
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Bayonne Bancshares
568 Broadway
Bayonne, NJ 07002
Attn: Thomas M. Coughlan, Corporate Secretary
Dear Mr. Coughlan:
Pursuant to Section 6(c) of the by-laws of Bayonne Bancshares, Inc. (the
"Company"), please accept this letter as formal notification that, in addition
to intending to nominate myself as set forth in my notice dated April 15, 1998,
if the Company's board will consist of seven or more members and two directors
are to be elected at the Company's 1998 Annual Meeting of shareholders(the
"Meeting"), I intend to nominate Augustus K. Oliver for election as a director
at the Meeting. Information required by Section 6(c) of the Company's by-laws
regarding Mr. Oliver, and another copy of such information regarding me, is
enclosed. In addition, Mr. Oliver's consent to serve as a director when elected
is enclosed herewith.
I beneficially own 94,846 shares, 1,000 directly of record, 1,100 of record
jointly with my wife and 92,746 shares in a brokerage account jointly with my
wife. In addition, Tyndall Partners, L.P., Madison Avenue Partners, L.P.,
Tyndall Institutional Partners, L.P., and Halo International, Ltd. own, in the
aggregate, 431,151 shares of the Company's common stock. I believe the Company's
records show my address to be 941 Park Avenue, New York, NY.
It is unfortunate that the Company's board has forced me to engage in a
proxy contest that may be costly to the Company without even meeting with me to
discuss my ideas regarding the Company.
I will assume that this notice and the enclosed information will be
sufficient to permit the nomination of Mr. Oliver and me unless I receive a
timely written notice to the contrary.
Very truly yours,
Jeffrey Halis
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Information Concerning Nominee for Election
to Board of Directors of Bayonne Bancshares, Inc. (the "Company")
1. The nominee is: Augustus K. Oliver
500 Park Avenue
New York, NY 10022
Mr. Oliver is 48 years old.
2. Mr. Oliver is a private investor. Since 1996, he has been a principal of
Oliver Management. From 1984-1995, he was a Managing Director of Gollust,
Tierney and Oliver, Inc.
3. Mr. Oliver has not during the past ten years been convicted in a criminal
proceeding exclusive of traffic violations and similar misdemeanors, nor
has he, during the past five years, been involved in any legal proceedings
of the type requiring disclosure under 401(f) of Regulation S-K.
4. Mr. Oliver beneficially owns (within the definition of Rule 13d-3 of the
Securities Exchange Act of 1934) 1,000 shares of the Company's common
stock. In addition, Mr. Oliver is a limited partner of Tyndall Partners and
an indirect special limited partner of Halo Capital, L.P., the general
partner of Tyndall Partners, L.P. Madison Avenue Partners, L.P. and and
Tyndall Institutional Partners, L.P., all of which own shares of the
Company. Mr. Oliver's daughter, Lily R. Oliver, is also a limited partner
of Tyndall Partners, L.P. Mr. Oliver disclaims any beneficial ownership in
her interest and in the shares owned by the foregoing entities.
5. Other than as set forth above, Mr. Oliver does not own beneficially or of
record any shares of the Company's common stock.
6. Other than as set forth below, Mr. Oliver has not purchased or sold any of
the Company's securities within the past two years:
Date No. of Shares Purchase(P)/Sale(S)
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6/8/98 1,000 P
<PAGE>
7. Mr. Oliver is not party to any contract, arrangement or understanding
regarding the securities of the Company other than his expectation that Mr.
Jeff Halis, Tyndall Partners, L.P., Madison Avenue Partners, L.P., Tyndall
Institutional Partners, L.P. and Halo International Ltd. will vote all
shares of the Company beneficially owned by them for his election as a
Director of the Company and that Mr. Halis will solicit proxies for Mr.
Oliver's election and reimburse him for any costs incurred by Mr. Oliver in
connection therewith.
8. Mr. Oliver is not, and has not been since the beginning of the Company's
last fiscal year, party to a transaction of the type required to be
disclosed pursuant to Items 404(a), (b) or (c) of Regulation S-K.
