Massbank Corp - Amended Statement of Beneficial Ownership (SC 13D/A)
24 Marzo 2008 - 9:17PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment No.
7)*
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Massbank
Corp.
(Name of Issuer)
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Common
Stock
(Title of Class of Securities)
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576152102
(CUSIP Number)
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Lawrence
B.
Seidman, 100 Misty Lane, Parsippany, NJ 07054
(973)
952-0405
(Name, Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
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March
24, 2008
(Date of Event which Requires Filing of this
Statement)
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If the filing person has previously
filed
a statement on Schedule 13G to report the acquisition that is the
subject
of this Schedule 13D, and is filing this schedule because of ··
240.13d-1(e), 240.13d-1 (f) or 240.13d-1(g), check the following
box.
(
)
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Note: Schedules filed in paper
format
shall include a signed original and five copies of the schedule,
including
all exhibits. See · 240.13d-7 for other parties to whom copies are to be
sent.
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* 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.
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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).
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This
statement on Schedule 13 D which was filed on July 27, 2007, Amendment
No.
1 which was filed on August 7, 2007, Amendment No. 2 which was
filed on
November 2, 2007, Amendment No. 3 which was filed on December 20,
2007, Amendment No. 4 which was filed on January 14, 2008, Amendment
No. 5 which was filed on January 30, 2008, and Amendment No. 6
which was
filed on February 25, 2008 on behalf of Seidman and Associates, L.L.C
(“SAL”), Seidman Investment Partnership, L.P. (“SIP”), Seidman Investment
Partnership II, L.P. (“SIPII”), Broad Park Investors, L.L.C (“Broad
Park”), Berggruen Holdings North America Ltd. (“Berggruen”), Lawrence
Seidman (“Seidman”), LSBK06-08, L.L.C. (“LSBK”), Thomas C.
Goggins ("Goggins"), and Welles C. Hatch ("Hatch"), collectively,
the
(“Reporting Persons”) with respect to the Reporting Persons’ beneficial
ownership of shares of Common stock (“the Shares”) of Massbank Corp., a
Massachusetts corporation, (“the Company”) is hereby amended as set forth
below: Such statement on Schedule 13D is hereinafter referred to
as the
“Schedule 13D”. Terms used herein which are defined in the Schedule 13D
shall have their respective meanings set forth in the Schedule
13D.
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Item
4. Purpose of Transaction
On
March 19, 2008 the Company, because of the
Agreement and Plan of Merger with Eastern Bank Corporation ("Eastern"),
postponed the 2008 Annual Meeting of Shareholders until a scheduled
Special Meeting of Shareholders is held to vote upon the proposed
merger
with Eastern. (See Form 8-K filed by the Company on March 19,
2008.)
On
March 24, 2008 a Stipulation Order of
Dismissal Without Prejudice was filed with respect to the litigation
commenced by Seidman and Associates, LLC against the Company and
its
directors concerning the Company's amendment of its bylaws. (See
Schedule 13D Amendment No. 6 filed on February 25, 2008 by the
Reporting
Persons.)
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5.
Interest in Securities of the Issuer
(a)(b)(c)
As of the close of business on March 20, 2008, the Reporting Persons
owned
beneficially an aggregate of 319,814 shares of Common Stock
which constituted approximately 7.54% of the 4,241,779 shares of
Common Stock outstanding as of December 31, 2007 as disclosed in
the
Issuer's Earnings Press Release for the period ended December 31,
2007.
There
have not been any transactions, other than previously reported
transactions, in the Common Stock effected by the Reporting Persons
within
the past (60) days. Except as set forth in this Item 5, none of the
Reporting Persons owns beneficially or has a right to acquire beneficial
ownership of any Common Stock, and except as set forth in this
Item 5,
none of the Reporting Persons has effected transactions in the
Common
Stock during the past sixty (60) days, except for previously reported
transactions.
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Signature
After
reasonable
inquiry and to the best of my knowledge and belief, I certify that
the
information set forth in this statement is true, complete and
correct.
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Date: March
24, 2008
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By:
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/s/
Lawrence B. Seidman
Power
of Attorney pursuant to Joint Agreement dated October 30,
2007
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