UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
PS FINANCIAL CORPORATION
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
74437V109
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(CUSIP Number)
PAUL J. DUGGAN
JACKSON BLVD FUND, LTD. - 53 W. JACKSON BOULEVARD - CHICAGO IL 60604
(312) 294-6440
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
FEBRUARY 17, 2000
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(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 27 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul J. Duggan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Working Capital
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
IL
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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.89%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 74437V109 PAGE 3 OF 27 PAGES
---------
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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.)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Working Capital
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
IL
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 57,075
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
75,700
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.53%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 74437V109 PAGE 4 OF 27 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jackson Boulevard Equities, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Working Capital
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
IL
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 37,814
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
37,814
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,814
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.27%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 74437V109 PAGE 5 OF 27 PAGES
---------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jackson Boulevard Investments, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Working Capital
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
IL
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 19,261
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
19,261
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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%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 74437V109 PAGE 6 OF 27 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jackson Offshore Fund, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Working Capital
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tortola, B.W.I.
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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*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.12%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 74437V109 PAGE 7 OF 27 PAGES
---------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jackson Boulevard Partners
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Working Capital
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
IL
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 55,500
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
55,500
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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
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 74437V109 PAGE 8 OF 27 PAGES
---------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vincent Cainkar
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Working Capital
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
IL
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7 SOLE VOTING POWER
NUMBER OF
100
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 22,000
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
100
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
22,000
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,100
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.30%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 74437V109 PAGE 9 OF 27 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Burbank Partners
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Working Capital
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
IL
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 17,900
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
17,900
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,900
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.10%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 74437V109 PAGE 10 OF 27 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis F. Cainkar, Ltd. Profit Sharing Plan
- ------------------------------------------------------------------------------
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 3,100
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
3,100
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,100
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.20%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
TRUST
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 27 Pages
This is Amendment No. 3 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"), Jackson Offshore Fund, Ltd.
("Jackson Offshore"), and, as of this amendment No. 3, Vincent Cainkar
("Cainkar") (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, Cainkar, 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, and Duggan is 53 West Jackson Boulevard, Suite
400, Chicago, IL 60604. The address of the principal business and the principal
office of Jackson Offshore is 22/23 Eden Quay, Dublin 1, Ireland.
Jackson Capital is the sole general partner of Jackson Equities and
Jackson Investments. Mr. Duggan is the sole stockholder, sole executive officer
and sole director of Jackson Capital. Mr. Duggan controls (through Jackson
Capital) all decisions regarding voting and investment of the shares of the
Issuer held by Jackson Offshore. Mr. Duggan, David Blair and Peter Poole are the
directors of Jackson Offshore; Mr. Blair is the managing director of Jackson
Offshore. The business address of Mr. Blair and Mr. Poole is 22/23 Eden Quay,
Dublin 1, Ireland. Mr. Blair's principal occupation is
<PAGE>
Page 12 of 27 Pages
that of certified public accountant. Mr. Poole's principal occupation is
that of money manager with Rathbone Management Services, a British Virgin
Islands corporation. Mr. Duggan's principal occupation is money manager (through
Jackson Capital) and his business address is 53 West Jackson Boulevard, Suite
400, Chicago, Illinois 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.
Vincent Cainkar is an individual whose principal occupation is the
practice of law, particularly as bond counsel. Mr. Cainkar currently serves as
Attorney for the City of Burbank, Village of Bridgeview, Village of Evergreen
Park, City of Hickory Hills, Village of McCook, Stickney Township and other
local governmental entities. Mr. Cainkar's residential address is 8206 South
Mobile, Burbank, IL 60459. Mr. Cainkar does not have any ownership interest in,
nor does he serve as a partner, director or officer of Jackson Capital, Jackson
Equities, Jackson Investments, or Jackson Offshore.
The joint filing agreement of the members of the Group is filed
herewith as Exhibit 1.
(d)-(e) Jackson Capital, Jackson Equity, Jackson Partners, Jackson
Investments, Jackson Offshore, Cainkar, 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 and Mr. Cainkar are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
As of February 17, 2000, 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 February 17, 2000, 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.
<PAGE>
Page 13 of 27 Pages
As of February 17, 2000, 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 an 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 February 17, 2000, 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.
As of February 17, 2000, 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.
As of February 17, 2000, Mr. Cainkar was the owner of record of 100
shares acquired at a cost of $994 and the beneficial owner of 22,000 shares
acquired at a cost of $214,456 held as follows: 17,900 in Burbank Partners
(Burbank) (an Illinois Partnership with his wife, Cathy M. Cainkar) and 3,100
shares held in the Louis F. Cainkar, Ltd. Profit Sharing Plan F/B/O Vincent
Cainkar, (Cainkar P/S/P)
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.
<PAGE>
Page 14 of 27 Pages
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.
By letter dated February 17, 2000, Mr. Duggan nominated Duggan and
Cainkar for the Board of Directors of the Company and requested information
regarding shareholder lists and other data designed to allow the Group to
communicate with shareholders.
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 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.
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 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. By virtue of his control over the stock personally owned by him and that
owned by Burbank and Cainkar P/S/P, Cainkar beneficially owns 22,100 shares
representing 1.3% of the outstanding shares, Burbank Partners beneficially owns
17,900 shares representing 1.1% of the outstanding shares, and the Louis F.
Cainkar, Ltd. Profit Sharing Plan beneficially owns 3,100 shares representing
.2% of the outstanding shares.
<PAGE>
Page 15 of 27 Pages
(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.
Cainkar has the sole power to vote 100 shares and the sole power to
dispose of 100 shares. Cainkar has the shared power to vote 22,000 shares and
the shared power to dispose of 22,000 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.
Burbank Partners does not have the sole power to vote or the sole
power to dispose of any shares, rather Burbank Partners has the shared power to
vote and the shared power to dispose of 17,900 shares.
Cainkar P/S/P does not have the sole power to vote or the sole
power to dispose of any shares, rather Cainkar P/S/P has the shared power to
vote and the shared power to dispose of 3,100 shares.
(c) Purchases in the Last 60 Days
-----------------------------
No Purchases.
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.
<PAGE>
Page 16 of 27 Pages
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 amended February 17, 2000.
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.
5 Letter from Paul J. Duggan to Ms. Kimberly P. Rooney dated
February 17, 2000.
6 Request from Paul J. Duggan to Ms. Kimberly P. Rooney dated
February 17, 2000.
<PAGE>
Page 17 of 27 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: February 24, 2000
/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, Partner
<PAGE>
Page 18 of 27 Pages
By: /s/ Vincent Cainkar
-------------------------------
Vincent Cainkar, an individual
BURBANK PARTNERS
By: Burbank Partners
By: /s/ Vincent Cainkar
-------------------------------
Vincent Cainkar, Partner
LOUIS F. CAINKAR, LTD. PROFIT SHARING PLAN
By: Louis F. Cainkar, Ltd. Profit Sharing Plan
By: /s/ Vincent Cainkar
-------------------------------
Vincent Cainkar, Beneficiary
<PAGE>
Exhibit 5
Paul J. Duggan
53 West Jackson Boulevard
Suite 400, Chicago, IL 60604
February 17, 2000
VIA HAND DELIVERY
- -----------------
Ms. Kimberly P. Rooney
President, CEO
PS Financial, Inc.
4800 South Pulaski Road
Chicago, IL 60632
VIA FEDERAL EXPRESS
- -------------------
PS Financial, Inc.
c/o First Bankers Trust Company, NA
2321 Koch's Lane
Quincy, IL 62301
Re: Stockholder Demand for Inspection of Stocklist Materials
Ladies and Gentlemen:
The undersigned, Paul J. Duggan, is the record owner of common
stock of PS Financial, Inc. ("PS Financial" or the "Company"), a Delaware
corporation. Pursuant to Section 220 of the Delaware General Corporation Law,
the undersigned hereby demands the right (in person or by its attorney or other
agent), during the usual business hours, to inspect the following records and
documents of the Company (the "Stocklist Materials") and to make copies or
extracts therefrom:
(a) A complete record or list of the Company's stockholders, certified by
its transfer agent(s) and/or registrar(s), showing the name and
address of each stockholder and the
<PAGE>
PS Financial, Inc.
February 17, 2000
Page 2
number of shares registered in the name of each such stockholder as
of the most recent date available;
(b) A magnetic computer tape or disk containing a list of the Company's
stockholders showing the names and addresses of each stockholder and
number of shares registered in the name of each such stockholder as
of the most recent date available, together with such computer
processing data and directions as are necessary to make use of such
magnetic computer tape or disk, and a printout of such magnetic
computer tape or disk for verification purposes;
(c) A list of all stockholders arranged in descending order by number of
shares, showing the name and address of each stockholder; a complete
record or list of any participants in any employee stock purchase,
ESOP plan, or other plan for the purchase of shares, showing the name
and address of each participant and the number of shares credited to
the participant's account; a magnetic tape(s) or disk containing this
information with same computer processing data and directions as
requested in (b) above; a correct and complete copy of the plan(s)
documents, including any amendments of such plan(s);
(d) All daily transfer sheets showing changes in the list of the
Company's stockholders referred to in paragraph (a) above which are
in or come into the possession of the Company or its transfer agent
from the date of such list to the date of the Company's annual
meeting or any meeting held as a result of any postponement or
adjournment thereof;
(e) All information in or which comes into the Company's possession or
control or which can reasonably be obtained from brokers, dealers,
banks, clearing agencies or voting trustees or nominees of any
central certificate depository system concerning the number and
identity of the actual beneficial owners of the Company's stock,
including a breakdown of any holders in the name of Cede & Co., Kray
& Co., Philadep, and other similar nominees;
(f) All information in or which comes into the Company's possession or
control or which can reasonably be obtained from brokers, dealers,
banks, clearing agencies or voting trustees relating to the names of
the non-objecting beneficial owners of the Company's stock ("NOBO's")
in the format of a printout in descending order balance and on a
magnetic computer tape or disk with the computer processing data or
directions that are necessary to make use of such magnetic computer
tape or disk (such information with respect to brokers and dealers is
readily available to the Company under Rule 14b-1 of the Securities
Exchange Act of 1934, as amended, from Independent Election
Corporation of America and ADP Proxy Services);
(g) A stop list or stop lists relating to any Common Stock as of the date
of the list referred to in paragraph (a) above;
(h) A true and correct copy of the Company's bylaws and articles of
incorporation, including any amendments thereto, in effect on the
date hereof; and
<PAGE>
PS Financial, Inc.
February 17, 2000
Page 3
(i) The information and records specified in paragraphs (a), (b), (c),
(e) and (f) above as of any record date for stockholder action set by
the Board of Directors, by operation of law or otherwise; the
information and records specified in paragraph (e) on a weekly basis
up until any shareholders' meeting.
The purpose of this demand to inspect the Stocklist Materials
is to enable the undersigned to communicate with stockholders regarding their
investment as stockholders, including, without limitation, to communicate with
stockholders regarding a possible proxy solicitation relating to the election of
directors as nominated by Paul J. Duggan pursuant to that certain letter dated
February 17, 2000 from Paul J. Duggan to Kimberly Rooney.
If the Stocklist Materials will be made available in any other
location, please advise Vincent Cainkar of the Law Offices of Vincent Cainkar at
6215 West 79th Street, Suite 2A, Burbank, IL 60459, (708) 430-3988, where and
when the Stocklist Materials will be available. The undersigned hereby
authorizes Vincent Cainkar and each of his respective partners, associates,
employees, and any other persons to be designated by them, acting together,
singly or in combination, to conduct the inspection and copying herein demanded.
Very truly yours,
Paul J. Duggan
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
BE IT REMEMBERED that, the undersigned, Paul J. Duggan, personally
appeared before me, who being duly sworn, deposes and says:
That the foregoing is his letter of demand for the inspection
of designated books and records for PS Financial, Inc. and that the statements
made in such letter are true and correct.
That the letter contains a designation of Vincent Cainkar and
each of his respective partners and employees and other person to be designated
by him, acting together, singly or in combination as the undersigned's attorney
or agent to conduct such inspection, and that the foregoing and this
verification are the undersigned's power of attorney authorizing the foregoing
persons to act on behalf of the undersigned.
------------------------------
Paul J. Duggan
SWORN TO AND SUBSCRIBED BEFORE ME
this ______ day of February, 2000.
- ---------------------------------
Notary Public
My Commission Expires:
-----------
<PAGE>
Exhibit 6
Paul J. Duggan
53 West Jackson Boulevard
Suite 400, Chicago, IL 60604
February 17, 2000
Ms. Kimberly P. Rooney
President, CEO
PS Financial, Inc.
4800 South Pulaski Road
Chicago, IL 60632
Dear Ms. Rooney:
Pursuant to the Bylaws of PS Financial, Inc., I am hereby submitting
notice that I propose to nominate and hereby nominate the following two
individuals as eligible for election to the Board of Directors of PS Financial,
Inc.
1. Paul J. Duggan
2. Vincent Cainkar
Pursuant to your Bylaws, I am including the following for each
individual:
1. Written consent to being named in the proxy statement as a
nominee and to serving as a director if elected.
2. Biographies of Paul Duggan and Vincent Cainkar which comply
with the information requirements of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as
amended.
3. The name and addresses as they appear in the corporation books
of such stockholder and the class and number of shares of the
corporation's capital stock that is beneficially owned by each
stockholder.
Very truly yours,
Paul J. Duggan, an individual
PJD/sr
Enclosure
cc: Mr. S.J. Ptak
Chairman of the Board
<PAGE>
February 17, 2000
Ms. Kimberly P. Rooney
President, CEO
PS Financial, Inc.
4800 South Pulaski Road
Chicago, IL 60632
Dear Ms. Rooney:
I hereby consent to my nomination for election as a director of PS
Financial, Inc. Further, I am willing to serve as a director if elected.
Very truly yours,
Paul J. Duggan, shareholder
PS Financial, Inc.
53 West Jackson Boulevard
Suite 400
Chicago, IL 60604
<PAGE>
February 14, 2000
Ms. Kimberly P. Rooney
President, CEO
PS Financial, Inc.
4800 South Pulaski Road
Chicago, IL 60632
Dear Ms. Rooney:
I hereby consent to my nomination for election as a director of PS
Financial, Inc. Further, I am willing to serve as a director if elected.
Very truly yours,
Vincent Cainkar, shareholder
PS Financial, Inc.
8206 South Mobile
Burbank, IL 60459
<PAGE>
RESUME OF PAUL J. DUGGAN
PAUL DUGGAN, AGE 49 AND A LIFE LONG RESIDENT OF THE CHICAGO AREA, IS A LICENSED
CPA IN THE STATE OF ILLINOIS. MR. DUGGAN MANAGES JACKSON BOULEVARD PARTNERS, AN
INVESTMENT CONSULTING FIRM IN DOWNTOWN CHICAGO.
MR. DUGGAN HAS SERVED AS AN EXPERT WITNESS IN COMMERCIAL LITIGATION ISSUES, IN
DAMAGES ANLAYSIS AREAS AND HAS TESTIFIED IN FEDERAL COURT IN CHICAGO,
SACRAMENTO, SAN FRANCISCO, DETROIT AND OTHER VENUES ON ISSUES CONCERNING
BUSINESS VALUATION, INTELLECTUAL PROPERTY, UNJUST ENRICHMENT, AND VARIOUS
DAMAGES AREAS.
IN 1999 HE WAS ELECTED BY THE SHAREHOLDERS AND SERVED AS A DIRECTOR OF DAMEN
FINANCIAL CORPORATION, THE PARENT OF DAMEN NATIONAL BANK.
MR. DUGGAN IS ALSO PRESIDENT OF JACKSON BOULEVARD CAPITAL MANAGEMENT, LTD.
(JACKFUND) A HEDGE FUND MANAGEMENT FIRM. JACKFUND OFFERS MONEY MANAGEMENT AND
VENTURE CAPITAL ACTIVITIES IN ADDITION TO MANAGING HEDGE FUNDS WHICH CONCENTRATE
IN INVESTING IN THE THRIFT AND SMALL CAP BANK AREAS.
MR. DUGGAN CURRENTLY MANAGES PORTFOLIOS WITH INVESTMENTS IN EXCESS OF $90
MILLION AS WELL AS OVER $50 MILLION IN VENTURE CAPITAL AND PRIVATE REAL ESTATE
PARTNERSHIPS. MR. DUGGAN RECEIVED HIS B.B.A. IN BUSINESS ADMINISTRATION FROM
LOYOLA UNIVERSITY OF CHICAGO IN 1974 AND HIS CPA IN THE STATE OF ILLINOIS IN
1975.
MR. DUGGAN OWNS 500 SHARES AND VOTES 112,575 SHARES ON BEHALF OF JACKSON
BOULEVARD EQUITIES, L.P. AND JACKSON BOULEVARD INVESTMENTS, L.P. HEDGE FUNDS
MANAGED BY JACKSON BOULEVARD CAPITAL MANAGEMENT, LTD., AND ALSO FOR JACKSON
BOULEVARD PARTNERS, AN ILLINOIS PARTNERSHIP. THIS TOTALS 113,075 SHARES.
THE ADDRESS OF RECORD FOR 500 SHARES OWNED IN THE NAME OF PAUL J. DUGGAN AS IT
APPEARS ON THE COMPANY'S BOOKS IS 53 WEST JACKSON BOULEVARD, SUITE 400, CHICAGO,
IL 60604. THE REMAINDER OF THE SHARES ARE HELD IN STREET NAME BY BEAR STEARNS
SECURITIES CORPORATION, ONE METROTECH CENTER NORTH, 4TH FLOOR, BROOKLYN, NY
11201-3859.
<PAGE>
RESUME OF VINCENT CAINKAR
VINCENT CAINKAR, AGE 51 AND A LIFE LONG RESIDENT OF THE CHICAGO AREA, IS A
LICENSED ATTORNEY IN THE STATES OF ILLINOIS AND FLORIDA AND A LICENSED REAL
ESTATE BROKER IN THE STATE OF ILLINOIS. IN 1999 HE WAS ELECTED BY THE
SHAREHOLDERS AND SERVED AS A DIRECTOR OF DAMEN FINANCIAL CORPORATION, THE PARENT
OF DAMEN NATIONAL BANK.
HE IS IN PRIVATE LEGAL PRACTICE AND CURRENTLY SERVES AS ATTORNEY FOR THE CITY OF
BURBANK, VILLAGE OF BRIDGEVIEW, VILLAGE OF EVERGREEN PARK, CITY OF HICKORY
HILLS, VILLAGE OF McCOOK, STICKNEY TOWNSHIP AND OTHER LOCAL GOVERNMENTAL
ENTITIES.
HE IS A NATIONALLY RECOGNIZED BOND COUNSEL AND RENDERED LEGAL OPINIONS ON BOND
ISSUES IN EXCESS OF $200,000,000. HE HAS RENDERED LEGAL ADVICE TO SEVERAL
CHICAGO AREA BANKING INSTITUTIONS. MR. CAINKAR IS AN INDEPENDENT INVESTOR AND
FOUNDER OF SEVERAL REAL ESTATE ENTITITES THAT HAVE DEVELOPED CHICAGO AREA
COMMERCIAL AND RESIDENTIAL PROJECTS.
MR. CAINKAR RECEIVED HIS B.A. IN CHEMISTRY FROM ST. LOUIS UNIVERSITY IN 1971 AND
HIS J.D. FROM THE DePAUL UNIVERSITY COLLEGE OF LAW IN 1974.
VINCENT CAINKAR IS THE BENEFICIAL OWNER OF 22,100 SHARES OF PS FINANCIAL, INC.
STOCK HELD IN THE FOLLOWING NAMES:
VINCENT CAINKAR 100 SHARES
6215 WEST 79TH STREET, SUITE 2A
BURBANK, IL 60459-1102
BURBANK PARTNERS (A PARTNERSHIP 17,900 SHARES
BETWEEN VINCENT CAINKAR AND
CATHY M. CAINKAR, HIS SPOUSE)
HELD AT
BANC OF AMERICA SECURITIES LLC
600 MONTGOMERY STREET
SAN FRANCISCO, CA 94111
LOUIS F. CAINKAR, LTD. PROFIT 3,100 SHARES
SHARING PLAN
FBO VINCENT CAINKAR HELD AT
BANC OF AMERICA SECURITIES LLC
600 MONTGOMERY STREET
SAN FRANCISCO, CA 94111
