UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
MARCH 10, 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 21 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 21 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
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
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 21 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
- ------------------------------------------------------------------------------
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*
[_]
- ------------------------------------------------------------------------------
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 21 PAGES
---------
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
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 19,261
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
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%
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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 21 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) [_]
- ------------------------------------------------------------------------------
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*
[_]
- ------------------------------------------------------------------------------
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 21 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
- ------------------------------------------------------------------------------
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>
SCHEDULE 13D
CUSIP NO. 74437V109 PAGE 8 OF 21 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
- ------------------------------------------------------------------------------
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
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 21 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) [_]
- ------------------------------------------------------------------------------
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 21 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 21 Pages
This is Amendment No. 4 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 that of certified public
accountant. Mr. Poole's principal occupation is
<PAGE>
Page 12 of 21 Pages
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 21 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 21 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 letters 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 letters are attached as Exhibit 5 and Exhibit
6.
In letters dated March 10, 2000, Mr. Duggan and Mr. Cainkar complained
about the Issuer's plan to transact a Modified Dutch Auction Tender for shares
of the Issuer's stock. They asked for the Board of Directors to wait for their
annual meeting and election to let the shareholders be heard. See Exhibit 7 and
Exhibit 8.
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
<PAGE>
Page 15 of 21 Pages
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.
(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.
<PAGE>
Page 16 of 21 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 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.
7 Letter from Paul J. Duggan to Ms. Kimberly P. Rooney dated
March 10, 2000.
8 Letter from Vincent Cainkar to Ms. Kimberly P. Rooney dated
March 10, 2000.
<PAGE>
Page 17 of 21 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: March 10, 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 21 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 7
March 10, 2000
Ms. Kimberly Rooney
President, Chief Executive Officer
PS Financial, Inc.
4800 South Pulaski Road
Chicago, IL 60632
Re: Modified Dutch Auction
Dear Ms. Rooney:
I am expressing my displeasure with the board's recent decision to partake in a
Modified Dutch Auction. As I indicated to you on the telephone last week, this
concept does not work. Why would you worry about taking care of 20% of the
shareholders by paying them a premium over current market for the stock and
hurting the remaining 80% of the shareholders?
History has shown these types of actions do not work. The market for thrift
stocks has been very weak of late. You have chosen not to be a buyer in this
market. During this time your stock has drifted sideways. I see where one of
your neighbors, Park Bancorp, Inc. (PFED), has continued to repurchase shares on
the open market. They recently announced completion of an 8.2% repurchase at a
discount to book value. This helps all of the shareholders of the company.
Buy-backs give current shareholders liquidity and a place to put their stock.
Buy-backs under book value become accretive to value to all remaining
shareholders. This is a win win situation, a severe contrast to your proposal.
I would ask the board of directors to meet immediately and vote to postpone a
buy-back until after the up-coming elections. Let the new board, however it is
constituted, vote at that point. I think you are doing yourself and all
shareholders a disservice by acting on this in such a rash fashion before the
annual meeting.
I have spoken to a number of investors in PS Financial. All of them are upset.
They feel you are using the corporate machinery to attempt to impact the outcome
of the upcoming election. They do not look on this in a favorable way.
<PAGE>
Ms. Kimberly Rooney
President, Chief Executive Officer
PS Financial, Inc.
March 10, 2000
Page 2
Please let the shareholders determine the future of PS Financial. Let the annual
meeting take place and let the shareholders speak about their vision of the
future and let the new newly slated board move forward.
I look forward to discussing this at your earliest convenience.
Very truly yours,
/s/ Paul J. Duggan
Paul J. Duggan
President
Jackson Boulevard Capital Management, Ltd.
cc: Mr. S. Ptak
Board of Directors, PS Financial
<PAGE>
EXHIBIT 8
March 10, 2000
Ms. Kimberly P. Rooney
President and Chief Executive Officer
PS Financial, Inc.
4800 South Pulaski Road
Chicago, IL 60632
Re: Modified Dutch Auction
Dear Ms. Rooney:
I am extremely disappointed to read that PSFI is going to proceed with a
"modified dutch auction" using the services of Keefe, Bruyette & Woods, Inc. The
concept of a modified dutch auction is rarely used because it doesn't work. The
best example of that is Hemlock Federal Financial Corporation. The day before
HMLK announced their modified dutch auction there were 1,617,762 shares
outstanding at a closing price of $14.375 for a market valuation of $23,255,328.
Their offer to buy 24% of their shares, which was later increased to 26%,
resulted in the purchase of all 420,355 shares at the minimum of $15.00. The day
after the results were announced the stock immediately tanked and is now trading
at $12.00. If you take the value of the stock purchased of $6,305,325 (420,355
shares @ $15.00) and add that to the value of the remaining outstanding shares
of 14,368,884 (1,197,407 shares @ $12.00) you now have a total market valuation
of $20,674,209 based upon the exact same number of shares before the auction. In
other words the modified dutch auction which was supposed to maximize
shareholder value actually cost the shareholders $2,581,119 in market value. The
HMLK auction was another debacle managed by Keefe, Bruyette.
The same thing is going to happen to PSFI if you proceed with the auction. You
are not doing the shareholders any favor by overpaying for the stock. If you
want to buy shares, do so in the marketplace at less than book value. You could
have been buying shares in February and March at under $11.00. Park Bancorp,
Inc. (PFED) has just completed repurchasing 8.2% of their shares in the open
marketplace at approximately 90% of book value. There is no reason why you
should reward 20% of the stockholders and ruin the value of the stock for the
remaining 80%. Your actions are destroying shareholder value, not maximizing
shareholder value.
I also object to the phrasing in the Offer to Purchase for Cash concerning the
shareholder proposition which has been submitted. Although you make a passing
reference on page 11 to the shareholder proposition, you nowhere state that the
proposition will be voted upon by the shareholders at the next annual meeting.
Your wording appears to make it seem that the proposition is simply a Board of
Directors matter. I also object to the lack of explanation concerning the
nomination of two individuals for election to the Board of Directors. You are
well aware of the 13 D filing with the SCC and yet you make no reference to that
or to the names of the individuals nominated. You make no reference that these
individuals will be running against nominees of the Board. I feel that you have
failed to disclose material facts to the shareholders.
The days of a one-facility thrift which is closed on Wednesday are over. The
market does not recognize the value of a small thrift and the only way to
maximize value for shareholders is to sell the thrift and merge. The modified
dutch auction does nothing with respect to selling the thrift and in fact
impedes the ability for a merger transaction using a pooling-of-interests
accounting treatment.
I would hope that the Board of Directors would reverse the decision to proceed
with the modified dutch auction, especially in light of the results of the HMLK
auction and the PFED share repurchase. Let the shareholders vote at the annual
meeting and determine the course of the future.
Yours truly,
/s/ Vincent Cainkar
Vincent Cainkar
VC:les
