Amendment #2

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QOP9y3hgWOQ37fQuQZe8vNF7ol5TANU/L/0KOg5bXTkyCPIt7ydhbox5QoLsjA0B CLEgMytbsbNU1ce7oiYivg== 0001193125-03-048446.txt : 20030911 0001193125-03-048446.hdr.sgml : 20030911 20030911172243 ACCESSION NUMBER: 0001193125-03-048446 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030911 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MADISON BANCSHARES INC CENTRAL INDEX KEY: 0001141106 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 593720289 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62033 FILM NUMBER: 03892454 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 IRS NUMBER: 593720289 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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/A 1 dsc13da.htm AMENDMENT #2 Amendment #2

CUSIP No. 556597102

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Amendment No. 2

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.

500 North Westshore Boulevard

Suite 1010

Tampa, Florida 33609

(813) 289-1020

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 25, 2003

(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 §240.13d-1(e), §240.13d-1(f) or §240.13d-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 §240.13d-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).

CUSIP No. 556597102


1.	Name of Reporting Person, S.S. or I.R.S. Identification No. of above person Robert B. McGivney & Catherine A. McGivney

2.	Check the Appropriate Box if a Member of a Group* (a) ¨ (b) ¨

3.	SEC Use Only

4.	Source of Funds* SC & PF & AF

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

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

143,146

8. Shared Voting Power

9. Sole Dispositive Power

143,146

10. Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 143,146

12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨

13.	Percent of Class Represented by Amount in Row (11) 6.99%

14.	Type of Reporting Person IN

CUSIP No. 556597102

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. Highway 19 North, Palm Harbor, Florida 34684.

Item

2. Identity and Background

(a)

This statement is filed on behalf of Robert B. McGivney and Catherine A. McGivney (collectively the “Reporting Person”).

(b)

The Reporting Person’s business address is 35388 U.S. Highway 19 North, Palm Harbor, Florida 34684.

(c)

Mr. McGivney is President and CEO of the Issuer and its wholly owned subsidiary, Madison Bank. Mrs. McGivney is Administrator and Chief Operating Officer of the Heart and Vascular Institute of Florida.

(d)

During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, the Reporting Person 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. & Mrs. McGivney are both citizens of the United States and the benefit plans are all organized in Florida.

Item

3. Source and Amount of Funds or Other Considerations

Most of the Issuer’s Common Stock owned by the Reporting Person was either purchased for investment with personal funds or awarded as compensation in the form of stock options. Mr. and Mrs. McGivney signed a promissory note with Cutler Limited Partnership I in the amount of $115,573.00 for the partial acquisition in a private transaction of 10,000 shares. No securities were pledged as collateral for the loan. Additional terms are set forth in Items 5(c) and 6 below.

CUSIP No. 556597102

Item

4. Purpose of Transaction

The purpose of the acquisition of the securities of the Issuer is investment. the Reporting Person has no plans personally which would result in:

(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.

CUSIP No. 556597102

Item

5. Interest in Securities of the Issuer

(a)

The Reporting Person owns 6.99% of the total outstanding shares of the Issuer. Mr. McGivney beneficially owns 65,699 shares of Common Stock of the Issuer jointly with his spouse, Catherine A. McGivney. Additionally, 69,888 shares are in the form of options to purchase the Common Stock of the Issuer, 80 shares are held as Trustees for Calidora J. Wallingford Trust, 7,479 shares are held in Mrs. McGivney’s IRA/401K.

(b)

The Reporting Person has sole power to vote and to dispose of all of the subject shares.

(c)

Mr. McGivney purchased 250 shares of the Issuer’s Common Stock in the open market on February 18, 2003 for $15.73 per share. Prior to that on February 12, 2003, Mr. & Mrs. McGivney purchased 10,000 shares for $12.8537 per share in a private transaction from the Estate of one of the Issuer’s original shareholders.

(d)

Not applicable.

(e)

Not applicable.

Item

6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

In order to effectuate the purchase of 10,000 shares on February 12, 2003, Mr. & Mrs. McGivney signed a promissory note with Cutler Limited Partnership I for a portion of the purchase price of the shares. The promissory note is payable at interest rates ranging from 3.5% to 7.5% per annum. The Issuer’s Chairman, Melvin S. Cutler, is a principal in Cutler Limited Partnership I.

Item

7. Material to be Filed as Exhibits

The promissory note for the purchase of Common Stock is attached hereto.

CUSIP No. 556597102

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.

Date: September 11 , 2003

/s/ Robert B. McGivney

Robert B. McGivney

/s/ Catherine A. McGivney

Catherine A. McGivney

-----END PRIVACY-ENHANCED MESSAGE-----