UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 7)
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)
April 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 [ ].
<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
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
9.97%
14. Type of Reporting Person
PN
-2-
<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:
241,411
9. Sole Dispositive Power:
100
10. Shared Dispositive Power:
241,411
11. Aggregate Amount Beneficially Owned by Each Reporting Person
241,511
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
9.98%
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
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
9.97%
14. Type of Reporting Person
IN
-4-
<PAGE>
This Amendment No. 7 has been filed by Basswood Partners, L.P.
("Basswood"), Bennett Lindenbaum and Matthew Lindenbaum
(collectively, the "Reporting Persons") for the purposes of amending
the disclosure in Items 4, 5, 6 and 7 (originally filed, under cover
of a Form F-11, with the Federal Deposit Insurance Corporation (the
"FDIC")) relating to shares of voting common stock ("Shares") 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.
-5-
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
No change.
Item 4. Purpose of Transaction.
-----------------------
On March 31, 1998, Basswood received notification from the
Securities and Exchange Commission (the "Commission") that the
Commission did not concur with NSS's no action request concerning
the omission of a shareholder proposal (the "Proposed Resolution")
from the NSS proxy materials relating to the NSS Annual Meeting
scheduled for May 27, 1998. The Proposed Resolution, which was
proposed by Basswood, reads:
"RESOLVED, that the shareholders of NSS Bancorp, Inc. (the
"Company") hereby request that the Board of Directors
immediately take the necessary steps to achieve a sale, merger
or other acquisition of the Company on terms most favorable to
shareholders."
Consequently, Basswood believes that NSS will include the Proposed
Resolution in its proxy materials for the upcoming Annual Meeting.
On April 13, 1998, Basswood sent a letter, dated April 9, 1998, to
NSS, filed as Exhibit 2 hereto, nominating Bennett Lindenbaum,
Wolfgang Schoellkopf and George R. Zoffinger (the "Nominees") for
election as directors of NSS at the NSS Annual Meeting. Neither
Messrs. Schoellkopf or Zoffinger are affiliates of the Reporting
Persons, nor are they committed to support any particular position
advocated by the Reporting Persons. Each of the Nominees is
independent of NSS management and is committed to explore all
strategic alternatives for the NSS to enhance shareholder value.
Messrs. Schoellkopf and Zoffinger will each be paid a fee of
approximately $10,000, in the form of Shares, by Basswood and its
affiliates to compensate them for their time and efforts required as
nominees for election as directors of NSS. Mr. Zoffinger currently
individually owns 200 Shares.
On April 13, 1998, Basswood sent a letter, dated April 9, 1998, to
NSS, filed as Exhibit 3 hereto, notifying NSS that it may solicit
proxies from other shareholders for either (1) the election of the
Nominees to the Board of Directors of NSS or (2) the adoption of the
Proposed Resolution, or both, at the Annual Meeting. Additionally,
Basswood requested, pursuant to Rule 14a-7 of the Exchange Act of
1934, to receive certain records and documents of NSS in connection
with its proposed solicitation. This request was in addition to and
not in substitution for its prior request under Connecticut law and
in no way affects the agreement between Basswood and NSS with
respect to such state-law request.
-6-
<PAGE>
Item 5. Interest in Securities of Issuer.
---------------------------------
As of the date hereof, each of the Reporting Persons may be deemed
to beneficially own 241,411 Shares; and Matthew Lindenbaum
beneficially owns an additional 100 Shares. Based on publicly
available information, at February 28, 1998 there were 2,421,071
Shares outstanding. Therefore, Basswood and Bennett Lindenbaum may
be deemed to be the beneficial owners of approximately 9.97% of the
outstanding Shares and Matthew Lindenbaum may be deemed to be the
beneficial owner of approximately 9.98% of the outstanding Shares.
The Reporting Persons 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.
It is the Reporting Persons' current intention not to own, or not to
be deemed to beneficially own, such an amount of Shares that would
result in the ownership of 10%, or more than 10%, of the outstanding
Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
------------------------------------
In connection with Basswood's nomination of the Nominees, Basswood
and its affiliates have agreed to pay a fee of approximately
$10,000, in the form of Shares, to each of Wolfgang Schoellkopf and
George R. Zoffinger in order to compensate them for their time and
efforts required as nominees for election as directors of NSS.
Item 7. Material to be Filed as Exhibits.
---------------------------------
An agreement relating to the filing of a joint statement as required
by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed
as Exhibit 1.
A letter to NSS, dated April 9, 1998, nominating the Nominees for
election as directors of NSS at the Annual Meeting is filed as
Exhibit 2.
A letter, dated April 9, 1998, notifying NSS that Basswood may
solicit proxies from shareholders for either (1) the election of the
Nominees or (2) the adoption of the Proposed Resolution, or both, at
the Annual Meeting and requesting NSS to provide certain records and
documents of NSS in connection with such proposed solicitation is
filed as Exhibit 3.
Letter agreements, dated April 9, 1998, pursuant to which Wolfgang
Schoellkopf and George R. Zoffinger have agreed to serve as
nominees, are filed as Exhibit 4.
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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)
April 13, 1998
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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: April 13, 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)
EXHIBIT 2
BASSWOOD FINANCIAL PARTNERS, L.P.
52 Forest Avenue
Paramus, New Jersey 07652
April 9, 1998
NSS Bancorp, Inc.
48 Wall Street
Norwalk, Connecticut 06852
Attention: Jeremiah T. Dorney, Secretary
Dear Mr. Dorney:
Basswood Financial Partners, L.P. ("Basswood Financial") and Matthew
Lindenbaum hereby nominate Bennett Lindenbaum, Wolfgang Schoellkopf and George
R. Zoffinger (collectively, the "Basswood Nominees") for election as Directors
of NSS Bancorp, Inc. (the "Company") at the Company's 1998 Annual Meeting of
Shareholders (the "Annual Meeting"). Basswood Financial and Mr. Lindenbaum each
believe that the Company and its shareholders would benefit from the assistance
and counsel the Basswood Nominees would bring to the Board's deliberations.
It is Basswood Financial and Mr. Lindembaum's intention not to solicit
proxies from shareholders for the election of the Basswood Nominees against
management's slate of nominees if such slate includes at least two of the three
Basswood Nominees.
The remainder of this letter, and the attachments, address the
informational requirements of Section 2 of Article III of the Company's by-laws
(the "By-laws").
THIS LETTER AND THE ATTACHMENTS HERETO CONTAIN CONFIDENTIAL INFORMATION
WHICH IS THE PROPERTY OF THE UNDERSIGNED SHAREHOLDERS. YOU ARE PROHIBITED FROM
DISCLOSING THIS LETTER, THE ATTACHMENTS HERETO, OR ANY INFORMATION CONTAINED
HEREIN OR THEREIN TO ANY PERSON, EXCEPT AS REQUIRED BY LAW.
<PAGE>
NSS Bancorp, Inc. -2-
The information required with respect to each Basswood Nominee is set
forth in Schedule A to this notice, which Schedule is attached hereto and is
incorporated herein. Written consents to be named as a nominee for election as a
Director and to serve as a Director if elected signed by each Basswood Nominee
are set forth in Schedule B to this notice, which Schedule is attached hereto
and is incorporated herein. This notice includes Schedule A and Schedule B.
The name and record address of each of the shareholders giving this
notice is Basswood Financial Partners, L.P., 52 Forest Avenue, Paramus, New
Jersey 07652 and Matthew Lindenbaum, 52 Forest Avenue, Paramus, New Jersey
07652. The class and number of shares of capital stock of the Company which are
beneficially owned by Basswood Financial and Mr. Lindenbaum are 241,611 shares
and 241,711 shares, respectively, of Common Stock, $.01 par value.
Basswood Financial and Mr. Lindenbaum hereby represent that each of
them (1) currently is a holder of record of Common Stock of the Company entitled
to vote at the Company's Annual Meeting and (2) intends to appear in person or
by proxy at such meeting to nominate the Basswood Nominees.
If there is any other information that you may require, please do not
hesitate to contact counsel for Basswood Financial, Mitchell S. Eitel
(telephone: (212) 558- 4960) or Zsolt K. Bessko (telephone: (212) 558-3132) of
Sullivan & Cromwell, 125 Broad Street, New York, New York 10004.
* * * *
<PAGE>
NSS Bancorp, Inc. -3-
Thank you for your consideration of our nomination proposals. We
eagerly await your response. Please sign and date a copy of this letter and
return it to the waiting messenger.
BASSWOOD FINANCIAL PARTNERS, L.P.
By: BASSWOOD PARTNERS, L.P.,
its General Partner
By: BASSWOOD MANAGEMENT, INC.,
its General Partner
By: /s/ Matthew Lindenbaum
------------------------------------
Matthew Lindenbaum
President
/s/ Matthew Lindenbaum
------------------------------------
Matthew Lindenbaum, as a
shareholder
/s/ Bennett Lindenbaum
- ------------------------------
(Bennett Lindenbaum)
/s/ Wolfgang Schoellkopf
- ------------------------------
(Wolfgang Schoellkopf)
/s/ George R. Zoffinger
- ------------------------------
(George R. Zoffinger)
Receipt acknowledged:
- ------------------------------
(Attachments)
<PAGE>
SCHEDULE A
1. The name, age, principal occupation or employment, business address and
residence address of each Basswood Nominee is as follows:
Name: Bennett Lindenbaum
Age: 35
Occupation: Money Manager and Vice President
Business Address: Basswood Management, Inc. (general
partner of Basswood Partners, L.P.)
52 Forest Avenue
Paramus, New Jersey 07652
Residence Address: 2373 Broadway, Apartment 1706
New York, New York 10024
Name: Wolfgang Schoellkopf
Age: 65
Occupation: Principal (Investment Management)
Business Address: Ramius Capital Group, L.L.C.
757 Third Avenue, 27th floor
New York, New York 10017
Residence Address: 8 Bondsburry Lane
Melville, New York 11747
Name: George R. Zoffinger
Age: 50
Occupation: President & Chief Executive Officer
Business Address: Constellation Capital Corp.
120 Albany Street, 8th floor
New Brunswick, New Jersey 08901
Residence Address: 7 Maidstone Court
Skillman, New Jersey 08558
<PAGE>
2. The class and number of shares of capital stock of the Company as to
which each Basswood Nominee may be deemed to be a "beneficial owner"
for purposes of Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), is as follows:
Nominee Class Number of Shares
------- ----- ----------------
Bennett Lindenbaum Common Stock 241,411*
Wolfgang None None
Schoellkopf
George R.
Zoffinger Common Stock 200**
3. The five-year business background of each Basswood Nominee is as follows:
Mr. Lindenbaum: From 1993 to present: Money Manager, Basswood Partners,
L.P. (money management) and Vice President, Basswood Management, Inc.;
prior thereto: Vice President of Investments, MGS Corporation (Propane Gas
Distribution).
Mr. Schoellkopf: From 1997 to present: Principal, Ramius Capital Group,
L.L.C. (investment management);
- --------
* Represents 9.97% of the outstanding shares of Common Stock of the Company.
Includes 107,806 shares held by Basswood Financial, 75,315 shares held by
Basswood Supplemental Fund, L.P. ("Basswood Supplemental"), 39,479 shares
held by Basswood International Fund, Inc. ("Basswood International"), 8,990
shares held by 1994 Garden State Trust ("Garden State"), 7,795 shares held
by Jet I, L.P. ("Jet") and 2,026 shares held by Whitewood Financial
Partners, L.P. ("Whitewood"). Mr. Lindenbaum is an officer and shareholder
of Basswood Management, Inc., which serves as general partner of Basswood
Partners, L.P., which is the general partner of Basswood Financial,
Basswood Supplemental, Jet and Whitewood and manages the investments of
Basswood International and Garden State.
** Represents less than one percent of the outstanding shares of Common Stock
of the Company.
-2-
<PAGE>
from 1996 to 1997: Vice Chairman, First Union National Bank (Newark, NJ);
prior thereto: Vice Chairman, First Fidelity Bancorporation.
Mr. Zoffinger: Present: President and CEO, Constellation Capital Corp.;
from 1995 to 1998: President and CEO, Value Property Trust (a REIT which
was recently sold to Wellsford Properties); from 1993 to 1995: Chairman,
CoreStates New Jersey National Bank; prior thereto: President and CEO,
Constellation Bancorp.
None of the foregoing entities are or were parents, subsidiaries or other
affiliates of the Company. None of the Basswood Nominees is a director of
any company with a class of securities registered pursuant to Section 12 of
the Securities Exchange Act of 1934 or subject to the requirements of
Section 15(d) of the Securities Exchange Act of 1934, except as set forth
below:
Mr. Schoellkopf: SLM Holding Corporation
Mr. Zoffinger: New Jersey Resources Corporation; Camelot Music Holdings,
Inc.
4. Wolfgang Schoellkopf and George R. Zoffinger will each be paid a fee of
$10,000, in the form of shares of Company, by Basswood Financial and its
affiliates to compensate them for their time and efforts required as
nominees for election as directors of the Company.
5. Except as set forth herein, there is no information relating to any
Basswood Nominee, to the knowledge of Basswood Financial and Matthew
Lindenbaum, that is required to be disclosed in solicitations for proxies
for election of directors pursuant to Schedule 14A under the Securities
Exchange Act of 1934.
-3-
<PAGE>
SCHEDULE B
I HEREBY CONSENT TO BE NAMED AS A NOMINEE FOR ELECTION AS A DIRECTOR OF NSS
BANCORP, INC. AND TO SERVE AS A DIRECTOR OF NSS BANCORP, INC. IF ELECTED.
/s/ Bennett Lindenbaum
-------------------------------------
(Bennett Lindenbaum)
<PAGE>
I HEREBY CONSENT TO BE NAMED AS A NOMINEE FOR ELECTION AS A DIRECTOR OF NSS
BANCORP, INC. AND TO SERVE AS A DIRECTOR OF NSS BANCORP, INC. IF ELECTED.
/s/ Wolfgang Schoellkopf
-------------------------------------
(Wolfgang Schoellkopf)
-2-
<PAGE>
I HEREBY CONSENT TO BE NAMED AS A NOMINEE FOR ELECTION AS A DIRECTOR OF NSS
BANCORP, INC. AND TO SERVE AS A DIRECTOR OF NSS BANCORP, INC. IF ELECTED.
/s/ George R. Zoffinger
-------------------------------------
(George R. Zoffinger)
-3-
EXHIBIT 3
BASSWOOD PARTNERS, L.P.
52 Forest Avenue
Paramus, New Jersey 07652
April 9, 1998
NSS Bancorp, Inc.
48 Wall Street
Norwalk, Connecticut 06852
Attention: Jeremiah T. Dorney, Secretary
Dear Mr. Dorney:
Basswood Partners, L.P. ("Basswood Partners") is the beneficial holder
of shares of common stock, par value $.01 per share of NSS Bancorp, Inc. (the
"Company"). Basswood Partners, through Basswood Financial Partners, L.P., also a
beneficial holder of shares of common stock of the Company and of which Basswood
Partners is the general partner, may solicit the Company's shareholders for
their proxies for either (1) the election of certain directors to the Board of
Directors of the Company or (2) the adoption of the shareholder proposal
submitted by Basswood Partners, or both, at the 1998 annual meeting of
shareholders of the Company, including any adjournment(s) or postponement(s)
thereof (the "Annual Meeting"). For the purpose of communicating with such
shareholders for such purposes, Basswood Partners hereby demands, pursuant to
Rule 14a-7 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), to receive the following records and documents of the Company:
(a) A complete record or list of the holders of the Company's
outstanding shares of voting stock (the "Shares"), certified by the Company
or its transfer agent(s) and registrar(s), including banks, brokers and
similar entities, showing the names and addresses of each holder of the
Company's Shares and the number of Shares registered in the name of each
such holder, as of the close of business on March 27, 1998, the record date
(the "Record Date") of the Annual Meeting.
(b) A magnetic computer tape or diskette list of the holders of the
Company's outstanding Shares as of the Record Date, showing the names,
addresses and
<PAGE>
NSS Bancorp, Inc. -2-
number of Shares held by each such holder, together with such computer
processing data and instructions as are necessary for Basswood Partners to
make use of such magnetic computer tape or diskette, and a separate
printout of such magnetic computer tape or diskette for verification
purposes if different from the list in (a).
(c) All information in the Company's possession, or which can
reasonably be obtained from nominees of any central certificate depository
system, concerning the number and identity of the actual beneficial owners
of Shares, including an alphabetical breakdown of any holdings in the
respective names of Cede & Co., Kray & Co., Philadep or any other or
similar nominees for the accounts of customers or otherwise.
(d) A list or lists containing the name, address and number of Shares
attributable to any participant in any Company employee stock ownership
plan, stock ownership dividend reinvestment plan, or comparable plan of the
Company in which voting decisions with respect to the Shares held by such
plan are made, directly or indirectly, individually or collectively, by the
participants in the plan, and a magnetic tape or diskette for such list
with the same information as in (b) above.
(e) All information in or which comes into the Company's possession or
control, or which can reasonably be obtained from brokers, dealers, banks,
clearing agencies or voting trustees relating to the names of the
beneficial owners of Shares and a NOBO list and tape or diskette in
descending order balance (such information is readily available to the
Company under Rule 14b-1(b) of the Securities Exchange Act of 1934 from ADP
Proxy Services) or such other format as may be currently in the possession
of the Company.
(f) A list of all holders of Shares owning 1,000 or more Shares
arranged in descending order as of the Record Date in addition to the list
referenced in (a) above.
(g) To the extent not already demanded, any computer tape, diskette or
other medium suitable for use by computer or word processor which contains
any or
<PAGE>
NSS Bancorp, Inc. -3-
all of the information encompassed by this demand, together with any
program, software, manual or other instructions necessary for the practical
use of such information.
Basswood Partners further demands that modifications, additions or
deletions to any and all information referred to in paragraphs (a) through (g)
be immediately furnished to it as such modifications, additions or deletions
become available to the Company or its agent or representatives through the date
of the Annual Meeting.
With respect to this request, Basswood Partners is aware of and will
comply with its obligations under the provisions of paragraphs (d) and (e) of
Rule 14a-7 under the Exchange Act.
The foregoing demand is in addition to, not in substitution for, our
prior request under Connecticut law and in no way affects our agreement with
respect to that state-law request.
A copy of the most recently filed amendment of the Schedule 13D of
Basswood Partners, filed with the Securities and Exchange Commission on February
24, 1998 under the Exchange Act, is enclosed herewith in satisfaction of the
requirement of 14a-7(c)(1) under the Exchange Act.
Please advise counsel for Basswood Partners, Mitchell S. Eitel
(telephone: (212) 558-4960) or Zsolt K. Bessko (telephone: (212) 558-3132) of
Sullivan & Cromwell, 125 Broad Street, New York, New York 10004, of your
election pursuant to Rule 14a-7(b)(2) under the Exchange Act. Your attention is
also specifically called to Rule 14a-7 under the Exchange Act with respect to
the time by which you must respond to this request and the information you must
provide.
* * *
<PAGE>
NSS Bancorp, Inc. -4-
Please sign and date a copy of this letter and return it to the waiting
messenger.
Very truly yours,
BASSWOOD PARTNERS, L.P.
By: BASSWOOD MANAGEMENT, INC.
its General Partner
By: /s/ Matthew Lindenbaum
---------------------------
Matthew Lindenbaum
President
Receipt Acknowledged:
- --------------------------------
<PAGE>
AFFIDAVIT
STATE OF NEW JERSEY )
) ss.:
COUNTY OF BERGEN )
ON THIS 9th day of April, 1998, I, Matthew Lindenbaum, having been duly
sworn according to law, do hereby depose and say:
1. I am President of Basswood Management, Inc., the general partner of
Basswood Partners, L.P. ("Holder"), and am duly authorized to make this
affidavit.
2. I have read the letter of April 9, 1998, addressed to NSS Bancorp (the
"Company"), a Connecticut corporation, requesting the record of
shareholders of the Company (the "Demand"). I have knowledge of the
facts stated in the Demand, and they are true and correct to the best
of my knowledge, information and belief.
3. I am authorized to make the Demand on behalf of Holder, I have executed
this Demand, and the Demand is my act and deed.
4. Holder is currently the beneficial holder of 241,611 shares of Common
Stock of the Company, par value $.01 per share.
5. The information requested in the Demand is intended to be used for the
purpose of communicating with shareholders of the Company to solicit
their proxies for either (1) the election of certain directors to the
Board of Directors of the Company or (2) the adoption of the
shareholder proposal submitted by Holder, or both, at the 1998 annual
meeting of shareholders of the Company, including any adjournment(s)
thereof (the "Annual Meeting").
6. Holder does not intend to and will not use the information requested in
the Demand for any purpose other than to solicit shareholders of the
Company with respect to the Annual Meeting or to
<PAGE>
communicate with such shareholders with respect to the solicitation of
such shareholders by management of the Company, and Holder will not
disclose such information to any person other than employees or agents
of the Holder to the extent necessary to effectuate such solicitation
or communication by Holder.
/s/ Matthew Lindenbaum
------------------------------------
Matthew Lindenbaum
President, Basswood Management, Inc.
SWORN TO AND SUBSCRIBED before me this 9th day of April, 1998.
/s/ Sandra Stefanik
------------------------------
Notary Public
My Commission Expires: 1/30/01
-------
2
EXHIBIT 4
BASSWOOD FINANCIAL PARTNERS, L.P.
52 Forest Avenue
Paramus, New Jersey 07652
April 9, 1998
Wolfgang Schoellkopf
Ramius Capital Group, L.L.C.
757 Third Avenue, 17th Floor
New York, New York 10017
Dear Mr. Schoellkopf:
Basswood Financial Partners, L.P. ("Basswood") and Matthew Lindenbaum
intend to nominate you, Wolfgang Schoellkopf, for election as a director of NSS
Bancorp, Inc. (the "Company") at the Company's 1998 Annual Meeting of
Shareholders. You will be paid a fee of $10,000, in the form of shares of the
Company, by Basswood and its affiliates to compensate you for your time and
efforts required as a nominee for election as a director of the Company.
By agreeing to serve as a nominee for election as a director of the
Company, you represent to us that (1) you are an independent nominee in that you
are (a) not affiliated with Basswood or any of our affiliates, (b) independent
of current Company management and (c) not committed to support any particular
position advocated, nor committed to any agenda set, by Basswood or its
affiliates, including but not limited to Basswood's shareholder proposal
submitted to the Company for inclusion in the Company's 1998 proxy statement
(the "Proposed Resolution") and (2) if elected as a director, it is your
intention as a director to effect the will of the shareholders to the extent the
law allows, including putting the Proposed Resolution into operation if adopted
by the Company's shareholders.
<PAGE>
Wolfgang Schoellkopf -2-
Please confirm your acceptance to serve as a nominee for election as a
director of the Company and your acknowledgment of the representations set forth
above by signing and returning to us the enclosed duplicates of this letter.
BASSWOOD FINANCIAL PARTNERS,
L.P.
By: BASSWOOD PARTNERS, L.P.,
its General Partner
By: BASSWOOD MANAGEMENT, INC.,
its General Partner
By: /s/ Matthew Lindenbaum
-------------------------
Matthew Lindenbaum
President
/s/ Matthew Lindenbaum
-------------------------
Matthew Lindenbaum, as a
shareholder
Accepted and acknowledged:
/s/ Wolfgang Schoellkopf
- -----------------------------
(Wolfgang Schoellkopf)
<PAGE>
BASSWOOD FINANCIAL PARTNERS, L.P.
52 Forest Avenue
Paramus, New Jersey 07652
April 9, 1998
George R. Zoffinger
Constellation Capital Corp.
120 Albany Street, 8th floor
New Brunswick, New Jersey 08901
Dear Mr. Zoffinger:
Basswood Financial Partners, L.P. ("Basswood") and Matthew Lindenbaum
intend to nominate you, George R. Zoffinger, for election as a director of NSS
Bancorp, Inc. (the "Company") at the Company's 1998 Annual Meeting of
Shareholders. You will be paid a fee of $10,000, in the form of shares of the
Company, by Basswood and its affiliates to compensate you for your time and
efforts required as a nominee for election as a director of the Company.
By agreeing to serve as a nominee for election as a director of the
Company, you represent to us that (1) you are an independent nominee in that you
are (a) not affiliated with Basswood or any of our affiliates, (b) independent
of current Company management and (c) not committed to support any particular
position advocated, nor committed to any agenda set, by Basswood or its
affiliates, including but not limited to Basswood's shareholder proposal
submitted to the Company for inclusion in the Company's 1998 proxy statement
(the "Proposed Resolution") and (2) if elected as a director, it is your
intention as a director to effect the will of the shareholders to the extent the
law allows, including putting the Proposed Resolution into operation if adopted
by the Company's shareholders.
<PAGE>
George R. Zoffinger -2-
Please confirm your acceptance to serve as a nominee for election as a
director of the Company and your acknowledgment of the representations set forth
above by signing and returning to us the enclosed duplicates of this letter.
BASSWOOD FINANCIAL PARTNERS,
L.P.
By: BASSWOOD PARTNERS, L.P.,
its General Partner
By: BASSWOOD MANAGEMENT, INC.,
its General Partner
By: /s/ Matthew Lindenbaum
--------------------------
Matthew Lindenbaum
President
/s/ Matthew Lindenbaum
--------------------------
Matthew Lindenbaum, as a
shareholder
Accepted and acknowledged:
/s/ George R. Zoffinger
- ----------------------------
(George R. Zoffinger)
