SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 15, 1998
- --------------------------------------------------------------------------------
(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>
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BAYONNE BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
00033620R1
- --------------------------------------------------------------------------------
(CUSIP Number)
with a copy to:
Michael Lowenstein 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
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 15, 1998
- --------------------------------------------------------------------------------
(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>
INTRODUCTION
This statement amends Items 4, 6 and 7 of the Schedules 13D previously
filed by each of Jeffrey Halis and Michael Lowenstein with respect to the common
stock of Bayonne Bancshares, Inc., a Delaware corporation (the "Issuer").
Messrs. Halis and Lowenstein are sometimes collectively referred to as the
"Reporting Persons."
Item 4. Each Reporting Person acquired the Issuer's shares for investment
purposes. Previously, Mr. Halis reported his intent to oppose certain
compensation plans by Management and to solicit proxies in opposition to
Management's 1998 Stock-Based Incentive Plan (the "Proposal")for which
Management called a Special Meeting of Shareholders of the Company on March 27,
1998 (the "Special Meeting"). Prior to the Special Meeting, Mr. Halis
communicated with less than 10 fellow shareholders of the Issuer regarding the
Proposal. Partially as a result of his efforts, the Reporting Persons believe
that approximately 1,900,000 shares were voted in opposition to the Proposal,
representing in excess of 25% of the shares voting on the Proposal.
Following the Special Meeting, Mr. Halis sought to meet with the Issuer's
president to discuss matters concerning the Company, but was informed that no
such meeting could occur before the end of April. On April 15, 1998, in
accordance with the Company's by-laws, Mr. Halis notified the Company of his
intention to nominate himself for election as a director at the Company's next
Annual Meeting of Shareholders. A copy of Mr. Halis' notification letter is
filed herewith as Exhibit 99.2 as is incorportated herein by reference.
Mr. Lowenstein intends to vote all shares he beneficially owns in support
of Mr. Halis' election and may support his efforts in other ways.
Other than as set forth above, neither Reporting Person 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, selling some or all of its shares, or
proposing additional nominees for election as directors at the Issuer's annual
meeting.
<PAGE>
Item 6. Mr. Halis has engaged MacKenzie Partners, Inc. to assist in the
solicitation of proxies and has agreed to pay MacKenzie its customary fees in
connection therewith.
Item 7. The following are filed as Exhibits to this Amended Schedule 13D:
99.2 Letter dated April 15, 1998 from Jeffrey Halis to Michael Nilan.
99.3 Joint Filing Agreement
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.
April 15, 1998
/S/ Jeffrey S. Halis
------------------------------
Jeffrey S. Halis
/s/ Michael Lowenstein
------------------------------
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
------------------------------
Michael Lowenstein as a member
of Jemi Management, L.L.C.,
the Investment Manager for
Halo International, Ltd.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
EXHIBIT 99.2
JEFFREY HALIS
500 Park Avenue
New York, NY 10022
April 15, 1998
Michael Nilan
Bayonne Bancshares
568 Broadway
Bayonne, NJ 07002
Dear Mike:
As we discussed at the Special Meeting of Shareholders of Bayonne
Bancshares, Inc. (the "Company"), I was hoping you and I could meet to exchange
ideas regarding the Company's direction. Recently, you advised me that your
schedule will not permit such a meeting before the end of this month.
Accordingly, pursuant to Section 6(c) of the Company's by-laws, please accept
this letter as formal notification that I intend to nominate myself for election
as a director at the Company's next meeting of shareholders. Information of the
type required in a proxy solicitation regarding a nominee for election as a
director is enclosed.
In accordance with the Company's by-laws, 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.
My experience, including five years at Citibank and five years as a mergers
and acquisitions banker at Merrill Lynch, together with my shareholdings and
those of Tyndall Partners, qualifies me to serve as a director of the Company.
Additionally, I am currently a director of two public companies--PriceSmart (a
corporate successor to Price Club) and The Enstar Group, Inc. Based on the vote
and sentiment of shareholders at the Special Meeting, I am confident that I will
receive the necessary support to be elected.
Due to Mr. Lamparello's unfortunate death, there is currently a vacancy on
the Board of Directors. It would be in the Company's best interest if I were
appointed to fill such vacancy and were nominated by the board so that a proxy
contest could be avoided. I would be happy to meet with the board and you to
discuss the foregoing at your earliest convenience.
Very truly yours,
/s/ Jeffrey Halis
Jeffrey Halis
<PAGE>
Information Concerning Nominee for Election
to Board of Directors of Bayonne Bancshares, Inc. (the "Company")
1. The nominee is: Jeffrey Halis
Suite 510
500 Park Avenue
New York, NY 10022
Mr. Halis is 42 years old.
2. For more than the last five years, Mr. Halis has served 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 (Guernsey) Limited, Post office Box
2112, Butterfield House, The Grange, St. Peter Port, Guernsey, Channel
Islands, GUY1, 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.
3. Mr. Halis 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. Halis beneficially owns (within the definition of Rule 13d-3 of the
Securities Exchange Act of 1934) 93,846 shares of the Company's common
stock. Mr. Halis may be deemed an associate of Mr. Michael Lowenstein. Mr.
Halis refers to Schedule 13D and any amendment thereto filed by Mr.
Lowenstein with the Securities & Exchange for information regarding the
Company's securities beneficially owned by Mr. Lowenstein.
5. Other than as set forth above, Mr. Halis does not own beneficially or of
record any shares of the Company's common stock.
<PAGE>
6. (a) Other than as set forth below, Mr. Halis has not purchased or sold any
of the Company's securities within the past two years:
Date No. of Shares Purchase(P)/Sale(S)
---- ------------- -------------------
12/26/96 5,866 P
10/22/97 1,000 P
(b) Other than as set forth below, neither Mr. Lowenstein, any of the
entities described in Paragraph 2 above, nor any other associate or
affiliate of Mr. Halis has engaged in any transactions in the Company's
securities with the past two years:
No. of
Party Date Shares Purchase(P)/Sales(S)
- ----- ---- ------ --------------------
Madison Avenue Partners 7/9/96 300 P
1/23/97 700 P
Tyndall Institutional Partners 12/31/96 22,800 P*
7/23/97 100 P
Tyndall Partners 5/6/96 2,000 P
5/8/96 1,000 P
5/21/96 1,000 P
8/6/96 2,200 P
8/8/96 3,000 P
8/19/96 10,000 P
12/31/96 22,800 S*
Halo International, Ltd. 5/19/97 1,700 P
6/2/97 100 P
- ---------------------
* Represents a distribution to certain partners of Tyndall Partners and a
contribution by such partners of such shares to Tyndall Institutional
Partners.
7. Mr. Halis is not party to any contract, arrangement or understanding
regarding the securities of the Company other than as disclosed in
Amendment No. 2 to his Schedule 13D, a copy of which is enclosed herewith.
8. Mr. Halis 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.
<PAGE>
The undersigned hereby consents to being nominated for election as a
director of Bayonne Bancshares, Inc., to being named in a proxy statement for
that purpose and to serving as a director when elected.
Dated: April 15, 1998
/s/ Jeffrey Halis
-------------------------------
Jeffrey Halis
EXHIBIT 99.3
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1)(iii) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of an amendment to their respective Schedules 13D (including any
subsequent amendments thereto) with respect to the common stock of Bayonne
Bancshares, Inc.
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.
Dated: April 15, 1998
/s/ Jeffrey Halis
------------------------------
Jeffrey Halis
/s/ Michael Lowenstein
------------------------------
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
------------------------------
Michael Lowenstein as a member
of Jemi Management, L.L.C.,
the Investment Manager for
Halo International, Ltd.
