0000950144-01-507438.txt : 20011009 0000950144-01-507438.hdr.sgml : 20011009 ACCESSION NUMBER: 0000950144-01-507438 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011002 GROUP MEMBERS: ROBERT B. MCGIVNEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MADISON BANCSHARES INC CENTRAL INDEX KEY: 0001141106 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 593720289 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-62033 FILM NUMBER: 1750346 BUSINESS ADDRESS: STREET 1: 35388 US HIGHWAY 19 NORTH CITY: PALM HARBOR STATE: FL ZIP: 34684 BUSINESS PHONE: 7277863888 MAIL ADDRESS: STREET 1: 35388 US HIGHWAY 19 NORTH CITY: PALM HARBOR STATE: FL ZIP: 34684 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCGIVNEY ROBERT B CENTRAL INDEX KEY: 0001145503 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 593720289 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 35388 US 19 NORTH CITY: PALM HARBOR STATE: FL ZIP: 34684 BUSINESS PHONE: 7277863888 MAIL ADDRESS: STREET 1: 35388 US 19 NORTH CITY: PALM HARBOR STATE: FL ZIP: 34684 SC 13D 1 g71877sc13d.txt MADISON BANCSHARES/ ROBERT B. MCGIVNEY 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MADISON BANCSHARES, INC. (NAME OF ISSUER) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 556597102 --------- (CUSIP Number) AMY SINELLI, ESQ. IGLER & DOUGHERTY, P.A. 633 NORTH FRANKLIN STREET SUITE 601 TAMPA, FLORIDA 33602 (813) 307-0510 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) SEPTEMBER 4, 2001 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 disclosures provided in a prior cover page. 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). 2 CUSIP No. 556597102 Page 2 of 5 pages -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert B. McGivney -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* SC & 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 of America -------------------------------------------------------------------------------- NUMBER OF SOLE VOTING POWER SHARES 93,684 ------------------------------------------ BENEFICIALLY SHARED VOTING POWER OWNED BY 0 EACH ------------------------------------------ REPORTING SOLE DISPOSITIVE POWER PERSON 93,684 ------------------------------------------ WITH SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,684 -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.28% -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- 3 CUSIP No. 556597102 Page 3 of 5 pages ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the common stock, par value $0.01 per share (the "Common Stock"), of Madison BancShares, Inc., a Florida corporation (the "Issuer"). The address of the Issuer's principal executive offices is 35388 U.S. 19 North Palm Harbor, Florida 34684. ITEM 2. IDENTITY AND BACKGROUND (a) This statement is filed on behalf of Robert B. McGivney. (b) Mr. McGivney's business address is 35388 U.S. 19 North, Palm Harbor, Florida 34684. (c) Mr. McGivney is President and CEO of the Issuer and its wholly owned subsidiary Madison Bank. (d) During the last five years, Mr. McGivney has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. McGivney has not 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 violations with respect to such laws. (f) Mr. McGivney is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS Mr. McGivney received all of the shares of Common Stock owned pursuant to the reorganization of Madison Bank. In the reorganization, common shares of Madison Bank were exchanged for common shares of Madison BancShares, Inc. on a one for one basis. The initial shares of Madison Bank's stock were purchased by Mr. McGivney with personal funds. Additional shares were awarded as compensation in the form of stock options or purchased by Mr. McGivney for investment. ITEM 4. PURPOSE OF TRANSACTION The purpose of the acquisition of the securities of the Issuer is investment. Mr. McGivney has no plans personally which would result in: 4 CUSIP No. 556597102 Page 4 of 5 pages (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Mr. McGivney beneficially owns 93,684 shares of Common Stock of the Issuer which equals 6.28% of the total outstanding shares. Of those shares, 34,099 are owned jointly with his wife, Catherine A. McGivney and 57,881 are in the form of options to purchase the Common Stock of the Issuer. (b) Mr McGivney has sole power to vote and to dispose of all of the subject shares. (c) Mr. McGivney acquired the shares of the Issuer pursuant to the reorganization of Madison Bank which was completed on September 4, 2001. (d) Not applicable. (e) Not applicable. 5 CUSIP No. 556597102 Page 5 of 5 pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER No agreements exist with respect to the securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct. Date: September 20, 2001 /s/ Robert B. McGivney --------------------------------------- Robert B. McGivney