SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Potters Financial Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
738140102
(CUSIP Number)
Jeffrey L. Gendell
Tontine Financial Partners, L.P.
200 Park Avenue, Suite 3900, New York, New York 10166 (212) 692-3695
(Name, address and telephone number of person
authorized to receive notices and communications)
May 21,1997
(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-1(b)(3) or (4), check the following
box [ ].
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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).
[page 1 of 9]
13D
CUSIP No. 738140102
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Jeffrey L. Gendell
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
00, 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 (7) SOLE VOTING POWER
25,100
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
23,500
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
25,100
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
23,500
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
48,600
_____________________________________________________________________________
(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
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 2 of 9]
13D
CUSIP No. 738140102
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Financial 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, 00
____________________________________________________________
(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 (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
23,500
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
23,500
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
23,500
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.83%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 3 of 9]
Item 1. Security and Issuer.
This statement relates to the common stock without par value (the "Common
Stock"), of Potters Financial Corporation (the "Company"). The Company's
principal executive offices are located at 519 Broadway, East Liverpool,
Ohio, 43920.
Item 2. Identity and Background.
(a) This statement is filed by: Jeffrey L. Gendell, with respect to
the shares of Common Stock directly owned by him and Tontine Financial
Partners, L.P. ("Tontine"), a Delaware limited partnership, and Tontine, with
respect to the shares of Common Stock beneficially owned by it.
(b) The business address of Mr. Gendell is 200 Park Avenue, Suite 3900,
New York, New York 10166. The address of the principal business and principal
office of Tontine is 200 Park Avenue, Suite 3900, New York, New York 10166.
(c) Mr. Gendell serves as the Managing Member of Tontine Management,
L.L.C. which is the general partner(the "General Partner") of Tontine. The
principal business of Tontine is serving as a private investment limited
partnership investing in financial institutions.
(d) Neither the person or partnership referred to in paragraph (a) has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither the person or partnership referred to in paragraph (a) has,
during the last five years, 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 violation with respect to such
laws.
(f) Mr. Gendell is a United States citizen. Tontine is a limited
partnership organized under the laws of the State of Delaware.
Item 3. Source and Amount of Funds and Other Consideration.
The net investment cost (including commissions, if any) of the shares of
Common Stock beneficially owned by Mr. Gendell is approximately $458,866. The
net investment cost (including commissions, if any) of the shares of Common
Stock beneficially owned by Tontine is approximately $470,748.
The shares of common stock purchased by Mr. Gendell were purchased with
personal funds and on margin. The shares of Common Stock purchased by Tontine
were purchased with working capital and on margin.
Mr. Gendell's margin transactions are with Prudential Securities Inc. on
such firms' usual terms and conditions. Tontine's margin transactions are with
Bear Stearns Securities Corp. on such firm's usual terms and conditions. All or
[page 4 of 9]
part of the shares of Common Stock beneficially owned by Mr. Gendell may from
time to time be pledged with one or more banking institutions or brokerage
firms as collateral for loans made by such bank(s) or brokerage firm(s) to Mr.
Gendell. All or part of the shares of Common Stock beneficially owned by
Tontine may from time to time be pledged with one or more banking institutions
or brokerage firms as collateral for loans made by such bank(s) or brokerage
firm(s) to Tontine. Such loans bear interest at a rate based upon the broker's
call rate from time to time in effect. Such indebtedness may be refinanced
with other banks or broker-dealers.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the shares of Common Stock by Mr.
Gendell and Tontine is for investment, and the purchases of the shares of
Common Stock by Mr. Gendell and Tontine were made in the ordinary course of
business and were not made for the purpose of acquiring control of the Company.
Although the acquisition of the shares of Common Stock by Mr. Gendell and
Tontine is for investment purposes, Mr. Gendell and Tontine will pursue
discussions with management to maximize long-term value for shareholders. Each
may make further purchases of shares of Common Stock from time to time and may
dispose of any or all of the shares of Common Stock held by it at any time.
Neither Mr. Gendell nor Tontine has any plans or proposals which relate to, or
could result in, any of the matters referred to in paragraphs (b) through (j),
inclusive, of Item 4 of Schedule 13D. Such person and entity may, at any time
and from time to time, review or reconsider their position and formulate plans
or proposals with respect thereto, but have no present intention of doing so.
Item 5. Interest in Securities of the Issuer.
A. Jeffrey L. Gendell.
(a) Aggregate number of shares beneficially owned: 48,600
Percentage: 9.98% The percentages used herein and in
the rest of Item 5 are calculated based upon the 486,830 shares of Common Stock
issued and outstanding as of April 22, 1997, as reflected in the Company's
Form 10-QSB for the period ending March 31,1997 and filed on May 9,1997.
(b) 1. Sole power to vote or direct vote: 25,100
2. Shared power to vote or direct vote: 23,500
3. Sole power to dispose or direct the disposition: 25,100
4. Shared power to dispose or direct the disposition: 23,500
(c) Mr. Gendell did not enter into any transactions in the Common
Stock of the Company within the last sixty days. The trading dates, number of
shares of Common Stock purchased or sold and the price per share for all
transactions in the Common Stock on behalf of Tontine, which were all in the
open market, by Tontine, are set forth in Schedule A and are incorporated by
reference.
(d) Not applicable.
(e) Not applicable.
[page 5 of 9]
B. Tontine Financial Partners, L.P.
(a) Aggregate number of shares beneficially owned: 23,500
Percentage: 4.83%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 23,500
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 23,500
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions in the Common Stock within
the last sixty days, which were all in the open market, are set forth in
Schedule A and are incorporated by reference.
(d) Tontine Management, L.L.C., the general partner of Tontine,
has the power to direct the affairs of Tontine, including decisions respecting
the disposition of the proceeds from the sale of the shares. Mr. Gendell is
the Managing Member of Tontine Management, L.L.C. and in that capacity directs
its operations.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than the Joint Acquisition Statement attached as Exhibit 1 hereto,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 hereof and between such persons
and any person with respect to any securities of the Company, including but not
limited to transfer or voting of any other securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(f)(1) under
the Securities Exchange Act of 1934, as amended.
[page 6 of 9]
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: May 30, 1997 /s/ JEFFREY L. GENDELL
Jeffrey L. Gendell, individually, and as
Managing Member of
Tontine Management, L.L.C.,
General Partner of
Tontine Financial Partners, L.P.
[page 7 of 9]
Schedule A
TONTINE FINANCIAL PARTNERS, L.P.
Price Per Share
Date of Number of Shares (including commissions,
Transaction Purchased/(Sold) if any)
5/21/97 23,500 20.03
[page 8 of 9]
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(f)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D, as amended, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D, as amended, shall be
filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that
each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or its
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other, except to the extent that he
or its knows or has reason to believe that such information is inaccurate.
May 30, 1997
/s/ JEFFREY L. GENDELL
Jeffrey L. Gendell, individually, and as
Managing Member of
Tontine Management, L.L.C.,
General Partner of
Tontine Financial Partners, L.P.
[page 9 of 9]
