UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
NSS Bancorp
(Name of Issuer)
Common Stock
(Title of Class of Securities)
62938H109
(CUSIP Number)
Bennett Lindenbaum
Basswood Partners, L.P.
52 Forest Avenue
Paramus, New Jersey 07652
(201) 843-3644
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 13, 1997
(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 [ ].
Check the following line if a fee is being paid with this statement [ ]. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of class. See
Rule 13d-7).
<PAGE>
CUSIP No. 62938H109
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Basswood Partners, L.P.
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
3. SEC Use Only
4. Source of Funds
WC
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 Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power:
8. Shared Voting Power:
241,411
9. Sole Dispositive Power:
10. Shared Dispositive Power:
241,411
11. Aggregate Amount Beneficially Owned by Each Reporting Person
241,411
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
9.83%
14. Type of Reporting Person
PN
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<PAGE>
CUSIP No. 62938H109
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Matthew Lindenbaum
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
3. SEC Use Only
4. Source of Funds
AF, PF
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 Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power:
100
8. Shared Voting Power:
241,511
9. Sole Dispositive Power:
10. Shared Dispositive Power:
241,511
11. Aggregate Amount Beneficially Owned by Each Reporting Person
241,511
-4-
<PAGE>
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
9.83%
14. Type of Reporting Person
IN
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<PAGE>
CUSIP No. 62938H109
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Bennett Lindenbaum
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
3. SEC Use Only
4. Source of Funds
AF, PF
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 Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power:
8. Shared Voting Power:
241,411
9. Sole Dispositive Power:
10. Shared Dispositive Power:
241,411
11. Aggregate Amount Beneficially Owned by Each Reporting Person
241,411
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<PAGE>
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
9.83%
14. Type of Reporting Person
IN
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<PAGE>
This Amendment No. 3 has been filed for the purposes of amending the
disclosure in Item 4 (originally filed, under cover of a Form F-11,
with the Federal Deposit Insurance Corporation (the "FDIC")) and
disclosing that the current number of shares of Common Stock of NSS
Bancorp (the "Shares") deemed beneficially owned by each of Basswood
Partners, L.P. ("Basswood"), Bennett Lindenbaum and Matthew
Lindenbaum is 241,411, and further that Matthew Lindenbaum
beneficially owns an additional 100 Shares held individually by him.
Item 1. Security and Issuer.
--------------------
On March 1, 1995, the reporting persons filed a Form F-11
Acquisition Statement with the FDIC in respect of the Common Stock
of Norwalk Savings Society, a Connecticut-chartered savings bank.
Subsequently, NSS Bancorp was organized as a holding company for
Norwalk Savings Society, and each outstanding share of Norwalk
Savings Society was converted into Common Stock of NSS Bancorp.
This statement relates to shares of voting common stock of NSS
Bancorp ("NSS"). NSS's principal executive office is located at 48
Wall Street, P.O. Box 28, Norwalk, Connecticut 06852.
Item 2. Identity and Background.
------------------------
This statement has been filed on behalf of Basswood, a Delaware
limited partnership, and Matthew Lindenbaum and Bennett Lindenbaum,
the sole principals of Basswood Management, Inc., Basswood's general
partner. Basswood's, Matthew Lindenbaum's and Bennett Lindenbaum's
principal business address is 52 Forest Avenue, Paramus, New Jersey
07652. Basswood is the general partner of Basswood Financial
Partners, L.P. (the "Partnership"), and advises Basswood
International Fund, Inc., a Cayman Islands exempted company
("Basswood International"), Whitewood Financial Partners I, L.P., a
Delaware limited partnership ("Whitewood"), and Basswood
Supplemental Partners, L.P., a Delaware limited partnership
("Basswood Supplemental"), and certain managed accounts (including
1994 Garden State Trust, a New Jersey trust ("Garden State") and Jet
I, L.P. ("Jet")), which may from time to time acquire Shares. The
Partnership, Basswood International, Whitewood, Basswood
Supplemental, Garden State and Jet are referred to collectively as
the "Accounts". Matthew Lindenbaum and Bennett Lindenbaum also have
investment discretion over certain other managed accounts which may
from time to time acquire Shares.
Neither Basswood, Matthew Lindenbaum nor Bennett Lindenbaum has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). Neither
Basswood, Matthew Lindenbaum nor Bennett Lindenbaum has, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in 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 violations with respect to such laws.
Matthew Lindenbaum and Bennett Lindenbaum are citizens of the United
States.
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<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
As of the date hereof, each of Basswood and Bennett and Matthew
Lindenbaum may be deemed to beneficially own 241,411 Shares; and
Matthew Lindenbaum beneficially owns an additional 100 Shares. Such
Shares (other than the 100 Shares owned individually by Matthew
Lindenbaum) are held by the Accounts. The Shares have been purchased
in open market transactions at an aggregate cost of $4,346,479,89.
The funds for the purchase of the Shares held by the Accounts have
come from the various Accounts' respective working capital. The
additional 100 shares beneficially owned by Matthew Lindenbaum were
purchased with Mr. Lindenbaum's personal funds. No leverage was used
to purchase any of the Shares. However, the Partnership's, Basswood
International's and Garden State's working capital includes the
proceeds of margin loans entered into in the ordinary course of
business with Goldman, Sachs & Co., such loans being secured by the
securities owned by such entities.
Item 4. Purpose of Transaction.
-----------------------
All Shares beneficially owned by Basswood, Matthew Lindenbaum and
Bennett Lindenbaum were acquired for, and are being held for,
investment purposes.
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<PAGE>
On November 13, 1997, Basswood mailed a letter to the Board of
Directors of NSS, the text of which follows:
"November 13, 1997
"Board of Directors
NSS Bancorp
48 Wall Street
Norwalk, CT 06852
"Dear Sirs:
"Basswood Partners L.P. ("Basswood Partners") currently owns
9.83% of NSS Bancorp's outstanding shares (including 100 shares as a
record holder) and, based on publicly available information, is the
second largest shareholder of NSS Bancorp (the "Company"); we have
been a shareholder since June, 1994. Basswood Partners has become
convinced that the best means of maximizing value for all of the
Company's shareholders is to sell the Company. The financial
performance of the Company since its conversion to public ownership
has been disappointing; it now appears unlikely that the Company
will approach a 15% core return on equity in 1997. Moreover, we are
unaware of any meaningful prospects for improvement. Any effort to
improve earnings by an acquisition strategy would involve
substantial, and we believe unacceptable, dilution to current
shareholders.
"At the same time, we believe that there are likely to be a
number of larger institutions that would have a serious interest in
purchasing the Company. Recent transactions throughout the country,
and specifically in Connecticut, suggest that through a sale the
Company's shareholders would likely receive a substantial premium
over the current market price, which we believe the shareholders
cannot reasonably expect to achieve, on a present value basis, if
the Company continues its current course. In our view, a failure by
the Board to explore seriously the sale option would be inconsistent
with its fiduciary obligations to the shareholders.
"Because we believe that the board does not share our view, we
intend to communicate with other shareholders of our Company on
matters relating to our mutual interests as shareholders, including
but not limited to communicating with the Company's shareholders
regarding the financial underperformance by the Company in the
recent past and methods to improve the Company's future financial
performance and the Company's value to its shareholders. To
facilitate this, and to enable the shareholders -- the true owners
of the Company -- to communicate their views and better understand
their options, pursuant to Section 33-946 of the Connecticut
Business Corporation Act (the "Act"), Basswood Partners requests the
right to inspect and copy the records of the Company described in
Sections 33-945(e) and 33-946(b) of the Act during regular business
hours on the sixth business day following the date of this letter or
as promptly thereafter as possible. We also request that the Company
provide to us the other information and permit us to take the other
actions set forth in Annex A [specifying certain stockholder list
information in greater detail] as expeditiously as possible.
Basswood Partners agrees to reimburse the reasonable out-of-pocket
costs incurred by the Company (including those of its transfer
agent) in connection with the production of the information set
forth in Annex A hereto.
"In accordance with Section 33-946(b) of the Act, please
specify the 'reasonable location' at which we may inspect and copy
the information. If you have any questions, please telephone the
undersigned at (201) 843-3644."
Respectfully,
Basswood Partners, L.P.
By: /s/ Matthew Lindenbaum
Matthew Lindenbaum
President
Basswood Management, Inc.
General Partner"
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<PAGE>
As stated in the letter, Matthew Lindenbaum and Bennett Lindenbaum
may also communicate from time to time with other shareholders of
NSS and other parties in order to discuss methods of enhancing
shareholder value, which may include the acquisition of NSS by
another financial institution or other party. Except as discussed
above, Basswood, Matthew Lindenbaum and Bennett Lindenbaum otherwise
have no plan or proposal which relates to, or would result in, any
of the actions enumerated in Item 4 of the instructions to Schedule
13D.
Item 5. Interest in Securities of Issuer.
---------------------------------
As of the date hereof, Basswood, Matthew Lindenbaum and Bennett
Lindenbaum each may be deemed to be the beneficial owners of 241,411
Shares and Matthew Lindenbaum is the beneficial owner of an
additional 100 Shares. Based on publicly available information, at
November 3, 1997 there were believed to be 2,456,263 Shares
outstanding. Therefore, Basswood, Matthew Lindenbaum and Bennett
Lindenbaum collectively may be deemed to be the beneficial owners of
approximately 9.83% of the outstanding Shares. Basswood, Matthew
Lindenbaum and Bennett Lindenbaum collectively have the power to
vote, direct the vote, dispose of or direct the disposition of all
the Shares of which they may be deemed to be the beneficial owners;
provided that only Matthew Lindenbaum has voting or dispositive
power with respect to the 100 Shares held individually by him. On
November 3, 1997, the Accounts purchased 1,595 Shares in open
market transactions for an aggregate cost of $57,818.75. On November
5, 1997, the Accounts purchased 4,595 Shares in open market
transactions for an aggregate cost of $169,440.83, which Shares were
then delivered to cover short sales entered into in the ordinary
course of business on November 7 and December 12, 1996. The 100
Shares owned individually by Matthew Lindenbaum were purchased by
him on November 4, 1997 for an aggregate cost of $3,650.00. The
funds for all such purchases came from such purchasers' working
capital.
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<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
------------------------------------
No change.
Item 7. Material to be Filed as Exhibits.
---------------------------------
An agreement relating to the filing of a joint statement as required
by Rule 13a-1(f) under the Securities Exchange Act of 1934 is filed
herewith as Exhibit A.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
BASSWOOD PARTNERS, L.P.
By: Basswood Management, Inc.,
its General Partner
By: /s/ Matthew Lindenbaum
----------------------------------
Matthew Lindenbaum, President
/s/ Matthew Lindenbaum
----------------------------------
(Matthew Lindenbaum)
/s/ Bennett Lindenbaum
----------------------------------
(Bennett Lindenbaum)
November 13, 1997
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<PAGE>
Exhibit A
AGREEMENT
The undersigned agree that the attached Schedule 13D relating to the
Common Stock of NSS Bancorp (amending the Form F-11 previously filed with
respect to the Common Stock of Norwalk Savings Society, the predecessor of
NSS Bancorp) shall be filed on behalf of the undersigned.
Dated: November 13, 1997
BASSWOOD PARTNERS, L.P.
By: Basswood Management, Inc.,
its General Partner
By: /s/ Matthew Lindenbaum
----------------------------------
Matthew Lindenbaum, President
/s/ Matthew Lindenbaum
----------------------------------
(Matthew Lindenbaum)
/s/ Bennett Lindenbaum
----------------------------------
(Bennett Lindenbaum)
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