UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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)
February 9, 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 [ ].
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
-2-
<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
PN
-3-
<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
-5-
<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
-6-
<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
-7-
<PAGE>
This Amendment No. 5 has been filed by Basswood Partners, L.P.
("Basswood") and Matthew Lindenbaum (collectively, the "Reporting
Persons") 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")) relating 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 1. Security and Issuer.
--------------------
No change.
Item 2. Identity and Background.
------------------------
No change.
-8-
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
No change.
Item 4. Purpose of Transaction.
-----------------------
As previously described, on November 13, 1997 the Reporting Persons
requested certain records of NSS relating to its list of
shareholders (the "Shareholder List Information"). Subsequently, NSS
informed Basswood that NSS would not allow the Reporting Persons
access to such records.
As disclosed in Amendment No. 4 to Schedule 13D, the Reporting
Persons filed an action seeking to compel NSS to grant them access
to the Shareholder List Information under Connecticut Law. On
February 9, 1998, the Reporting Persons received an order issued by
the Superior Court of the State of Connecticut granting them access
to NSS's list of shareholders. The court found that the Reporting
Persons had sought the list for a proper purpose because they
intended to "communicate with other shareholders regarding perceived
financial underperformance and methods for improvement." The court
also stated that the Reporting Persons had established a proper
purpose under Connecticut law "[b]ecause the proposed communication
directly concerns the value of shareholder investments." The court
rejected NSS's reasons for refusing to provide the shareholder list
to the Reporting Persons, finding that "[t]he plaintiffs' purpose is
not improper simply because the defendant disagrees with the idea of
a sale."
-9-
<PAGE>
Item 5. Interest in Securities of Issuer.
---------------------------------
No change.
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
as Exhibit (1).
-10-
<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)
February 9, 1998
-11-
Exhibit (1)
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: February 9, 1998
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)
-12-
