<PAGE>
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934*
(Amendment No. 3)
SFS Bancorp, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
784166100
(CUSIP Number)
Jeffrey L. Gendell
200 Park Avenue, Suite 3900, New York, New York 10166 (212)
692-3695 (Name, address and telephone number of person
authorized to receive notices and communications)
July 15, 1999
(Date of event which requires filing of this statement).
Page 1 of 12
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-1(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-1(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 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 purposes 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>
CUSIP No. 784166100 13D Page 2 of 12
- -----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Financial Partners, L.P.
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC, 00
- ------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
-0-
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
- -----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 784166100 13D Page 3 of 12
- -----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Management, L.L.C.
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
- ------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
-0-
- ----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
-0-
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
00
- -----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 784166100 13D Page 4 of 12
- ----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Overseas Associates, L.L.C.
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** 00
- ------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
-0-
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IA
- -----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 784166100 13D Page 5 of 12
- -----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Jeffrey L. Gendell
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** PF,00
- ------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
9,800
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
9,800
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
9,800
- -----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.8%
- -----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
- -----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 784166100 13D Page 6 of 12
Item 1. Security and Issuer.
The Schedule 13D initially filed on August 15, 1997 (the "Schedule 13D"),
and amended by Amendment No. 1 to the Schedule 13D on September 25, 1997, and
further amended by Amendment No. 2 to the Schedule 13D on December 3, 1997, by
Tontine Financial Partners, L.P., Tontine Management, L.L.C., Tontine Overseas
Associates, L.L.C. and Jeffrey L. Gendell relating to the common stock with
$0.01 par value (the "Common Stock") of SFS Bancorp, Inc. (the "Company"), whose
principal executive offices are located at 251-263 State Street, Schenectady, NY
12305, is hereby amended by this Amendment No. 3 to the Schedule 13D.
Item 2. Identity and Background.
Item 2 is hereby amended and restated as follows:
(a) This statement is filed by:
(i) Tontine Financial Partners, L.P., a Delaware limited
partnership ("TFP") with respect to the shares of Common
Stock beneficially owned by it;
(ii) Tontine Management, L.L.C., a limited liability company
organized under the laws of the State of Delaware ("TM"),
with respect to the shares of Common Stock directly owned by
TFP;
(iii) Tontine Overseas Associates, L.L.C., a limited liability
company organized under the laws of the State of Delaware
("TOA"), which serves as investment manager to TFP Overseas
Fund, Ltd. ("TFPO"), a company organized under the laws of
the Cayman Islands, with respect to the shares of Common
Stock directly owned by TFPO; and
(iv) Jeffrey L. Gendell ("Mr. Gendell"), with respect to the
shares of Common Stock directly owned by each of TFP and
TFPO.
The foregoing persons are hereinafter sometimes
collectively referred to as the "Reporting Persons." Any
disclosures herein with respect to persons other than the
Reporting Persons are made on information and belief after making
inquiry to the appropriate party.
(b) The address of the principal business and principal office of TFP, TM,
and TOA is 200 Park Avenue, Suite 3900, New York, New York 10166. The business
address of Mr. Gendell is 200 Park Avenue, Suite 3900, New York, New York 10166.
(c) The principal business of TFP is serving as a private investment
limited partnership investing in various industries. The principal business of
TM is serving as general partner to TFP and Tontine Partners, L.P., an
affiliated private investment limited partnership. The principal business of TOA
is that of an investment adviser engaging in the purchase and sale of
<PAGE>
CUSIP No. 784166100 13D Page 7 of 12
securities on behalf of clients. Mr. Gendell serves as the Managing Member of
TM. Mr. Gendell also serves as the Managing Member of TOA.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or is 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.
(f) TFP is a limited partnership organized under the laws of the State of
Delaware. TM and TOA are limited liability companies organized under the laws of
the State of Delaware. Mr. Gendell is a United States citizen.
Item 3. Source and Amount of Funds and Other Consideration.
Item 3 is hereby amended and restated as follows:
The net investment cost (including commissions, if any) of the shares of
Common Stock directly owned by Mr. Gendell is approximately $151,660. Neither
TM, TFP, TFPO nor TOA owns directly any shares of Common Stock.
The shares of Common Stock purchased by Mr. Gendell were purchased with
personal funds and on margin.
Mr. Gendell's margin transactions are with ING Baring Furman Selz LLC and
Prudential Securities Inc., on such firms' usual terms and conditions. All or
part of the shares of Common Stock directly owned by Mr. Gendell may from time
to time be pledged with one or more banking institutions or brokerage firms as
collateral for loans made by such bank(s) or brokerage firm(s) to Mr. Gendell.
Such loans bear interest at a rate based upon the broker's call rate from time
to time in effect. Such indebtedness may be refinanced with other banks or
broker-dealers.
<PAGE>
CUSIP No. 784166100 13D Page 8 of 12
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
A. Tontine Financial Partners, L.P.
(a) Aggregate number of shares beneficially owned: -0-
Percentage: 0% The percentages used herein and in the
rest of Item 5 are calculated based upon the 1,208,472 shares of Common Stock
issued and outstanding as of April 30, 1999 as reflected in the Company's Form
10-QSB for the period ending March 31, 1999.
(b) 1. Sole power to vote or direct vote: -0- 2. Shared power to
vote or direct vote: -0- 3. Sole power to dispose or direct
the disposition: -0- 4. Shared power to dispose or direct the
disposition: -0-
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions in the Common Stock within
the last sixty days, which were all in the open market, are set forth in
Schedule A and are incorporated by reference.
(d) TM, the general partner of TFP, has the power to direct the
affairs of TFP, including decisions respecting the disposition of the proceeds
from the sale of the shares. Mr. Gendell is the Managing Member of TM and in
that capacity directs its operations.
(e) The date on which the Reporting Persons ceased to be
beneficial owner of more than five percent of the Common Stock was July 15,
1999.
B. Tontine Management, L.L.C.
(a) Aggregate number of shares beneficially owned: -0-
Percentage: 0%
(b) 1. Sole power to vote or direct vote: -0- 2. Shared power to
vote or direct vote: -0- 3. Sole power to dispose or direct
the disposition: -0-
4. Shared power to dispose or direct the disposition: -0-
(c) TM did not enter into any transactions in the Common Stock of
the Company within the last sixty days. The trading dates, number of shares of
Common Stock purchased or sold and the price per share for all transactions in
the Common Stock on behalf of TFP, within the last sixty days, which were all in
the open market, are set forth in Schedule A and are incorporated by reference.
(d) Not applicable.
(e) The date on which the Reporting Persons ceased to be
beneficial owner of more than five percent of the Common Stock was July 15,
1999.
<PAGE>
CUSIP No. 784166100 13D Page 9 of 12
C. Tontine Overseas Associates, L.L.C.
(a) Aggregate number of shares beneficially owned: -0-
Percentage: 0%
(b) 1. Sole power to vote or direct vote: -0- 2. Shared power to
vote or direct vote: -0- 3. Sole power to dispose or direct
the disposition: -0- 4. Shared power to dispose or direct the
disposition: -0-
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions in the Common Stock on
behalf of clients (including TFPO) within the last sixty days, which were all in
the open market, are set forth in Schedule B and are incorporated by reference.
(d) Each of the clients of TOA has the power to direct the receipt
of dividends from or the proceeds of sale of such shares.
(e) The date on which the Reporting Persons ceased to be
beneficial owner of more than five percent of the Common Stock was July 15,
1999.
D. Jeffrey L. Gendell.
(a) Aggregate number of shares beneficially owned: 9,800
Percentage: 0.8%
(b) 1. Sole power to vote or direct vote: 9,800 2. Shared power to
vote or direct vote: -0- 3. Sole power to dispose or direct the
disposition: 9,800 4. Shared power to dispose or direct the
disposition: -0-
(c) Mr. Gendell did not enter into any transactions in the Common
Stock of the Company within the last sixty days. The trading dates, number of
shares of Common Stock purchased or sold and the price per share for all
transactions in the Common Stock within the last sixty days on behalf of TFP,
which were all in the open market, are set forth in Schedule A and B,
respectively, and are incorporated by reference.
(d) Not applicable.
(e) The date on which the Reporting Persons ceased to be beneficial
owner of more than five percent of the Common Stock was July 15, 1999.
<PAGE>
CUSIP No. 784166100 13D Page 10 of 12
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: July 15, 1999
/s/ JEFFREY L. GENDELL
Jeffrey L. Gendell, individually, and as
managing member of
Tontine Management, L.L.C.,
general partner of
Tontine Financial Partners, L.P.,
and as managing member of
Tontine Overseas Associates, L.L.C.
<PAGE>
CUSIP No. 784166100 13D Page 11 of 12
Schedule A
TONTINE FINANCIAL PARTNERS, L.P.
Price Per Share
Date of Number of Shares (including commissions,
Transaction Purchased/(Sold) if any)
7/15/99 (93,300) $24.31
<PAGE>
CUSIP No. 784166100 13D Page 12 of 12
Schedule B
TONTINE OVERSEAS ASSOCIATES, L.L.C. - MANAGED ACCOUNTS
Price Per Share
Date of Number of Shares (including commissions,
Transaction Client Purchased/(Sold) if any)
7/15/99 TFPO (2,000) $24.31
