UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PS FINANCIAL CORPORATION
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- -------------------------------------------------------------------------------
(Title of Class of Securities)
74437V109
- -------------------------------------------------------------------------------
(CUSIP Number)
PAUL J. DUGGAN
JACKSON BLVD FUND, LTD. - 53 W. JACKSON BOULEVARD - CHICAGO IL 60604
(312) 294-6440
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
NOVEMBER 22, 1998
- -------------------------------------------------------------------------------
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
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 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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 74437V109 PAGE 2 OF 20 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul J. Duggan
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Working Capital
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
IL
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
500
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 112,575
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
500
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
131,200
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,700
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.89%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 74437V109 PAGE 3 OF 20 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jackson Blvd Capital Management, Ltd.
(f/k/a Jackson Blvd Fund, Ltd.)
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Working Capital
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
IL
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 57,075
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
75,700
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,700
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.53%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 74437V109 PAGE 4 OF 20 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jackson Blvd Equities, L.P.
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Working Capital
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
IL
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 37,814
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
37,814
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,814
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.27%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 74437V109 PAGE 5 OF 20 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jackson Boulevard Investments, L.P.
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Working Capital
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
IL
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 19,261
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
19,261
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,261
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.15%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 74437V109 PAGE 6 OF 20 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jackson Offshore Fund, Ltd.
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Working Capital
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
IL
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
18,625
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,625
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.12%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 74437V109 PAGE 7 OF 20 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jackson Blvd Partners
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Working Capital
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
IL
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 55,500
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
55,500
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,500
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.32%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 20 Pages
This is Amendment No. 2 to the Schedule 13D filed jointly by Paul J.
Duggan ("Duggan"), Jackson Boulevard Capital Management, Ltd. ("Jackson
Capital") F/K/A Jackson Boulevard Fund, Ltd., Jackson Boulevard Equities, L.P.
("Jackson Equity"), Jackson Boulevard Investments, L.P. ("Jackson Investments"),
Jackson Boulevard Partners ("Jackson Partners"), and Jackson Offshore Fund, Ltd.
("Jackson Offshore") (collectively, the "Group") on December 3, 1997 (as earlier
amended, the "Original 13D"), and relates to the common stock, $.01 par value
(the "Common Stock"), of PS Financial, Inc. (the "Issuer"). The following items
in the original 13D are amended to read in their entirety as follows:
Item 1. Security and Issuer
- ----------------------------
This Schedule 13D is being filed jointly by Duggan, Jackson Capital,
Jackson Equity, Jackson Investments, Jackson Partners, and Jackson Offshore and
relates to the shares of common stock, par value $.01 pr share (the "Common
Stock" or the "Shares"), of PS Financial Corporation (the "Company"), with its
principal executive offices located at 4800 South Pulaski Road, Chicago, IL
60632.
Item 2. Identity and Background
- --------------------------------
(a)-(c) Jackson Capital, a corporation incorporated under the laws of
the State of Illinois, is the sole general partner of Jackson Equity and Jackson
Investments, limited partnerships organized under the laws of the state of
Illinois and Investment Manager of Jackson Offshore, an offshore fund domiciled
in Tortola, B.W.I.
Jackson Equity, Jackson Investments, and Jackson Offshore are private
investment partnerships engaged in the purchase and sale of securities for
investment for their own accounts. Jackson Capital is in the business of serving
as the general partner of Jackson Equity, Jackson Investments, and other
investment partnerships and the Investment Manager of Jackson Offshore. Duggan
is the sole stockholder and an officer and director of Jackson Capital. Duggan's
principal occupation is money manager (through Jackson Capital) and his business
address is 53 West Jackson Boulevard, Suite 400, Chicago, IL 60604.
The business address of Jackson Capital, Jackson Equity, Jackson
Partners, Jackson Investments, Jackson Offshore and Duggan is 53 West Jackson
Boulevard, Suite 400, Chicago, IL 60604.
Jackson Partners is an Illinois General Partnership. Duggan is the
managing general partner of Jackson Partners. Jackson Partners engages in the
purchase and sales of securities for it's own account.
The joint filing agreement of the members of the Group is filed herewith
as Exhibit 1.
<PAGE>
Page 9 of 20 Pages
(d)-(e) Jackson Capital, Jackson Equity, Jackson Partners, Jackson
Investments, Jackson Offshore and Duggan have not, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors, if any), nor were either a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
any of them were or are 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. Duggan is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
As of November 22, 1999, Jackson Equity was the owner of record and the
beneficial owner of 37,814 shares acquired at a cost of $431,249. The source of
funds used by Jackson Equity to purchase the shares was Jackson Equity's working
capital. Jackson Equity, from time to time, borrows funds through customary
margin accounts with Bear Stearns Securities Corp., thus increasing its
available working capital. Jackson Equity's obligations under the margin
accounts are secured by the marginable equity securities owned by Jackson
Equity.
As of November 22, 1999, Jackson Investments was the owner of record and
the beneficial owner of 19,261 shares acquired at a cost of $216,385. The source
of funds used by Jackson Investments to purchase the shares was Jackson
Investment's working capital. Jackson Investments, from time to time, borrows
funds through customary margin accounts with Bear Stearns Securities Corp., thus
increasing its available working capital. Jackson Investment's obligations under
the margin accounts are secured by the marginable equity securities owned by
Jackson Investments.
As of November 22, 1999, Jackson Offshore was the owner of record and
the beneficial owner of 18,625 shares acquired at a cost of $209,904. The source
of funds used by Jackson Offshore to purchase the shares was Jackson Offshore's
working capital. Jackson Offshore, from time to time, borrows funds through
customary margin accounts with Bear Stearns Securities Corp., thus increasing
its available working capital. Jackson Offshore's obligations under the margin
accounts are secured by the marginable equity securities owned by Jackson
Offshore.
Jackson Capital has a 8.4% ownership interest in the funds or property
of Jackson Equity in addition to its interest as general partner of Jackson
Equity. Duggan and his wife, Deborah Duggan ("Deborah"), have invested as
limited partners in Jackson Equity.
Jackson Capital has a 4.13% ownership interest in the funds or property
of Jackson Investments in addition to its interest as general partner of Jackson
Investments.
As of November 22, 1999, Jackson Partners was the owner of record and
the beneficial owner of 55,500 shares acquired at a cost of $615,868. The source
of funds used by Jackson Partners to purchase the shares was Jackson Partner's
working capital. Jackson Partners, from time to time, borrows funds through
customary margin accounts with Bear Stearns Securities Corp., thus increasing
its available working capital. Jackson Partners obligations under the margin
accounts are secured by the marginable equity securities owned by Jackson
Partners. Duggan and Deborah are partners in Jackson Partners.
<PAGE>
Page 10 of 20 Pages
As of November 22, 1999, Duggan was the owner of record and the
beneficial owner of 500 shares. The source of funds used by Duggan to purchase
the shares was Duggan's working capital.
Jackson Equity distributed certain assets to Jackson Investments on
January 23, 1998 for the purposes of reorganizing under SEC hedge fund rules.
Arising out of that distribution, 17,261 shares of PS Financial became assets of
Jackson Investments.
Jackson Equities and Jackson Investments distributed certain assets to
individual partners in 1998 for the purpose of forming an offshore operation.
Individual Partners contributed 18,625 shares to Jackson Offshore as part of
their opening contributions.
Item 4. Purpose of Transaction
- -------------------------------
The Group's goal is to profit from appreciation in the market price of
the Common Stock. The Group expects to actively assert stockholder rights, in
the manner described below, with the purpose to influence the policies of the
Issuer, in particular with the intent of influencing a business combination
involving the Issuer.
By letter dated December 5, 1997, Mr. Duggan questioned the large amount
of excess capital and suggested the issuance of a dividend to reduce the
Issuer's capital. A copy of that letter is attached as Exhibit 2.
By letter dated January 5, 1998, Mr. Duggan congratulated the Issuer on
their special dividend policy and questioned its taxability. A copy of that
letter is attached as Exhibit 3.
By letter dated November 18, 1999, Mr. Duggan submitted a notice of
intent to introduce a Stockholders Resolution at the 2000 annual meeting of
stockholders of the Issuer and requested that the Proposal and Supporting
Statement be included in the Issuer's proxy materials for the 2000 annual
meeting. A copy of that letter is attached as Exhibit 4.
The Group intends to continue to evaluate the Issuer and its business
prospects and intends to consult with management of the Issuer, other
stockholders of the Common Stock or other persons to further its objectives. The
Group may make further purchases of shares of the Common Stock or may dispose of
any or all of its shares of the Common Stock at any time. At present, and except
as disclosed herein, the Group has no specific plans or proposals that relate
to, or could result in, any of the matters referred to in paragraphs (a) through
(j), inclusive, of Item 4 of Schedule 13D. The g\Group intends to continue to
explore the options available to it. The Group may, at any time or from time to
time, review or reconsider its position with respect to the Issuer and may
formulate plans with respect to matters referred to in Item 4 of Schedule 13D.
<PAGE>
Page 11 of 20 Pages
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a) By virtue of his control over the stock personally owned by him and
that owned by Jackson Capital, Jackson Equity, Jackson Investments, Jackson
Partners and Jackson Offshore, Duggan beneficially owns all of the 131,700
shares of the common stock owned by members of the Group, constituting
approximately 7.89% of the issued and outstanding shares of the common stock,
based on the number of outstanding shares reported on Issuer's Form 10QSB filed
November 15, 1999. Jackson Equity beneficially owns 37,814 shares representing
2.27% of the outstanding shares. Jackson Investments beneficially owns 19,261
shares representing 1.15% of the outstanding shares. Jackson Capital
beneficially owns 75,700 shares representing 4.53% of the outstanding shares.
Jackson Partners beneficially owns 55,500 shares representing 3.32% of the
outstanding shares. Paul J. Duggan beneficially owns 500 shares representing
.03% of the outstanding shares.
(b) Jackson Equity does not have the sole power to vote or the sole
power to dispose of any shares, rather Jackson Equity has the shared power to
vote and the shared power to dispose of 37,814 shares.
Duggan has the sole power to vote 500 shares and the sole power
to dispose of 500 shares. Duggan has the shared power to vote 112,575 shares and
the shared power to dispose of 131,200 shares.
Jackson Capital (as the general partner of Jackson Equity and
Jackson Investments) does not have the sole power to vote or the sole power to
dispose of any shares, rather Jackson Capital has the shared power to vote
57,075 shares and the shared power to dispose of 75,700 shares.
Jackson Partners has the shared power to vote or to dispose of
any of its 55,500 shares.
Jackson Investments does not have the sole power to vote or the
sole power to dispose of any shares, rather Jackson Investments has the shared
power to vote and the shared power to dispose of 19,261 shares.
Jackson Offshore does not have the power to vote any shares and
does not have the sole power to dispose of any shares. Jackson Offshore has the
shared power to dispose of 18,625 shares.
(c) Purchases in the Last 60 Days
-----------------------------
No Purchases.
<PAGE>
Page 12 of 20 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
---------------------------------------------------------------------
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 hereof or between such persons and any other 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.
See Item 2 regarding disclosure of the arrangements among members of the
Group, which disclosure is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
No. Description
---- -----------
1 Joint Filing Agreement
2 Letter from Paul J. Duggan to The Board of Directors of PS
Financial, Inc. dated December 5, 1997.
3 Letter from Paul J. Duggan to Ms. Kimberly P. Rooney dated
January 5, 1998.
4 Letter from Paul J. Duggan to Ms. Kimberly P. Rooney dated
November 18, 1999.
<PAGE>
Page 13 of 20 Pages
Signatures
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.
Dated: November 22, 1999
/s/ Paul J. Duggan
----------------------------------
Paul J. Duggan, an individual
JACKSON BOULEVARD CAPITAL MANAGEMENT, LTD.
By: /s/ Paul J. Duggan
-------------------------------
Paul J. Duggan, President
JACKSON BOULEVARD EQUITIES, L.P.
By: Jackson Boulevard Capital Management, Ltd.
General Partner
By: /s/ Paul J. Duggan
-------------------------------
Paul J. Duggan, President
JACKSON BOULEVARD INVESTMENTS, L.P.
By: Jackson Boulevard Capital Management, Ltd.
General Partner
By: /s/ Paul J. Duggan
-------------------------------
Paul J. Duggan, President
JACKSON OFFSHORE FUND, LTD.
By: Jackson Boulevard Capital Management, Ltd.
General Partner
By: /s/ Paul J. Duggan
-------------------------------
Paul J. Duggan, President
JACKSON BOULEVARD PARTNERS
By: Jackson Boulevard Partners
By: /s/ Paul J. Duggan
-------------------------------
Paul J. Duggan, President
<PAGE>
Page 14 of 20 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 14f-2(f)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree that the Schedule 13D to which this
Joint Filing Agreement is being filed as an exhibit shall be a joint statement
filed on behalf of each of the undersigned.
Dated: November 22, 1999
/s/ Paul J. Duggan
----------------------------------
Paul J. Duggan, an individual
JACKSON BOULEVARD CAPITAL MANAGEMENT, LTD.
By: /s/ Paul J. Duggan
-------------------------------
Paul J. Duggan, President
JACKSON BOULEVARD EQUITIES, L.P.
By: Jackson Boulevard Capital Management, Ltd.
General Partner
By: /s/ Paul J. Duggan
-------------------------------
Paul J. Duggan, President
JACKSON BOULEVARD INVESTMENTS, L.P.
By: Jackson Boulevard Capital Management, Ltd.
General Partner
By: /s/ Paul J. Duggan
-------------------------------
Paul J. Duggan, President
<PAGE>
Page 15 of 20 Pages
EXHIBIT 1
JACKSON OFFSHORE FUND, LTD.
By: Jackson Boulevard Capital Management, Ltd.
General Partner
By: /s/ Paul J. Duggan
-------------------------------
Paul J. Duggan, President
JACKSON BOULEVARD PARTNERS
By: Jackson Boulevard Partners
By: /s/ Paul J. Duggan
-------------------------------
Paul J. Duggan, President
<PAGE
Page 16 of 20 Pages
EXHIBIT 2
December 5, 1997
The Board of Directors
PS Financial, Inc.
4800 South Pulaski Road
Chicago, IL 60632-4195
To the Board:
I am a shareholder of your company and currently vote 6% of the
outstanding stock. I am in receipt of your recently filed Form 10-Q SB as filed
with the Securities and Exchange Commission.
My analysis of your financial statement indicates a large amount of
excess capital. Total capital exceeds 35% of assets. A dividend of $7 to $10 per
share would reduce your capital dramatically.
It is possible that such a dividend would be treated as tax-free under
current IRS regulations. Such tax-free treatment would be a plus, but taxable
transactions should still be considered.
A dividend declared in 1997 but paid in 1998 would give shareholders
some flexibility. It is possible that a portion of the dividend could be in
excess of earnings and profits and, therefore, be eligible for tax-free
treatment. If the final IRS resolution called for a taxable treatment, the
ultimate tax payment by shareholders could be delayed until April 15, 1999 if
the dividend were paid in early 1998.
I look forward to your comments.
Very truly yours,
Paul J. Duggan, President
Jackson Boulevard Fund, Ltd.
General Partner of Jackson Boulevard Equities, L.P.
cc: S.J. Ptak
Kimberly P. Rooney
L.G. Ptak
Jeanine M. McInerney
Rocco DiIorio
Edward Wolak
<PAGE>
Page 17 of 20 Pages
EXHIBIT 3
January 5, 1998
Ms. Kimberly P. Rooney
Preferred Savings Bank
4800 South Pulaski
Chicago, IL 60632
Dear Ms. Rooney:
On behalf of the investors of Jackson Boulevard Equities and Jackson Boulevard
Investments, we wish to congratulate you and your Board of Directors on your
special dividend policy which was announced last week. We think this is a great
move forward to handling the excess capital problem of Preferred Savings.
I didn't notice if there was any indication whether or not the dividend would be
taxable. Has a determination been made on this issue? If there is some
definitive announcement as to the information, perhaps someone could call me and
leave a message on my voice mail at (312) 294-6444.
If you are open for a quick meeting some day, perhaps we could meet for lunch or
a meeting at your office.
We wish you and your firm continued success.
Very truly yours,
Paul J. Duggan, President
Jackson Boulevard Fund, Ltd.
General Partner of Jackson Boulevard Equities, L.P.
and Jackson Boulevard Investments, L.P.
<PAGE>
Page 18 of 20 Pages
EXHIBIT 4
November 18, 1999
VIA FEDERAL EXPRESS
AND MESSEGER
Ms. Kimberly P. Rooney
President, CEO
PS Financial, Inc.
4800 South Pulaski Road
Chicago, IL 60632
Re: Stockholders Proposal
Dear Ms. Rooney:
I am the record owner of 500 shares and the beneficial owner of
131,200 shares of the common stock, par value $.01 per share (the "Common
Stock") of PS Financial, Inc. (the "Company"). My address of record, as it
appears on the Company's books, is 53 West Jackson Boulevard, Chicago, Illinois
60604. As shown by the attached Schedule 13D (including amendments), I have
continuously held at least $2,000 in market value of the Common Stock for more
than one year, as of the date of this letter. I intend to continue ownership of
at least $2,000 in market value of the Common Stock through the date of the
Company's 2000 annual meeting of stockholders.
I hereby give notice of my intent to introduce the attached
stockholders resolution (the "Proposal") at the 2000 annual meeting of
stockholders of the Company pursuant to the Company's By-laws and the
stockholders proposals section of the Company's Definitive Proxy Statement filed
March 31, 1999. I have no material interest in the Proposal aside from my
interest as a stockholder in the Company. I request, pursuant to Rule 14a-8
promulgated under the Securities Exchange Act of 1934, as amended, that the
Proposal and the accompanying Supporting Statement be included in the Company's
proxy materials and identified in the Company's form of proxy for the 2000
annual meeting of stockholders.
Please do not hesitate to call should you have any questions.
Very truly yours,
Paul Duggan
Cc: Mr. SJ Ptak, Secretary
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Page 19 of 20 Pages
EXHIBIT 4
RESOLUTION
----------
RESOLVED, that the stockholders of the Company, believing that
the value of their investment in the Company can best be maximized through a
sale or merger of the Company, hereby request that the Board of Directors
promptly proceed to effect such a sale or merger by (i) retaining a leading
qualified investment banking firm for the specific purpose of soliciting offers
to acquire the Company by sale or merger and (ii) establishing a committee of
the Board of Directors consisting of all directors, who are not current or
former officers or employees of the Company or related by blood or marriage to a
current or former officer or employee of the Company, to consider and recommend
to the full Board of Directors for approval the best available offer to acquire
the Company by sale or merger.
SUPPORTING STATEMENT
--------------------
This Resolution and Supporting Statement were written with facts
available to this writer (Paul Duggan) as of November 17, 1999. Results of the
company's fiscal year will not be available until February 2000.
PS Financial, Inc. (PSFI) went public in November of 1996. On January
13, 1998, when PSFI stockholders were credited with a taxable dividend of $4.00,
the stock closed at $15.25. In the 22 months since, PSFI's stock has fallen to
$11.75 per share (a 23% decline). During the same time frame, the value of the
Dow Jones Industrial Average has risen 40.75%, the S&P 500 has grown 48.38%, the
NASDAQ has grown 112.07%, and the NASDAQ Bank Index has fallen 5.6%. The stock
of PSFI has under-performed its peer group and the broad market averages. During
this period of decline, PSFI has raised its dividend, increased its earnings and
completed numerous buy-backs. Despite the best efforts of management, the
company's stock has languished.
<PAGE>
Page 20 of 20 Pages
EXHIBIT 4
Consolidation, increased size and efficiency will be the trends for the
new millennium. PSFI stockholders should also benefit from these trends. Current
regulations now favor merger and consolidation. Now is the time for management
and stockholders to cash out and move on. I believe the market is ignoring
smaller thrifts. Value today is placed on larger operations in the financial
arena. Consolidations make sense and justify the costs of web sites, ATM
networks and marketing. Efficiency is a prime mover in financial consolidation.
PSFI, a single office operation, would be a fine branch for a larger concern.
PSFI currently trades at less than book value. Buyers would pay a premium over
book value for the core deposit and real estate location of PSFI. It is time to
do something different. A No vote is a vote for the status quo. A Yes vote for
the stockholder proposal is a vote to maximize value and a vote to move forward.
I urge you to consider voting Yes for the proposal.
VOTE YES
