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