CUSIP No. 81424D109 Page 1 of 13 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
SECURITY FINANCIAL BANCORP, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
81424D109
(CUSIP Number)
John Wm. Palmer
PL Capital, LLC
2015 Spring Road
Suite 290
Oak Brook, IL 60523
(630) 928-0231
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 2, 2000
(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 [ ].
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CUSIP No. 81424D109 Page 2 of 13 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Financial Edge Fund, L.P.
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 161,900 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
161,900 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
161,900 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
8.4%
14 Type of Reporting Person
PN
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CUSIP No. 81424D109 Page 3 of 13 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Financial Edge - Strategic Fund, L.P.
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 161,900 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
161,900 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
161,900 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
8.4%
14 Type of Reporting Person
PN
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CUSIP No. 81424D109 Page 4 of 13 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
PL Capital, LLC
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 161,900 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
161,900 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
161,900 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
8.4%
14 Type of Reporting Person
PN
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CUSIP No. 81424D109 Page 5 of 13 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
John Wm. Palmer
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds:
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 161,900 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
161,900 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
161,900 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
8.4%
14 Type of Reporting Person
IN
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CUSIP No. 81424D109 Page 6 of 13 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Richard J. Lashley
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds:
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 161,900 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
161,900 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
161,900 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
8.4%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 81424D109 Page 7 of 13 Pages
Item 1. Security and Issuer
This Schedule 13D is being filed jointly by Financial Edge Fund, L.P.,
a Delaware limited partnership ("Financial Edge Fund"), Financial Edge -
Strategic Fund, L.P., a Delaware limited partnership ("Financial Edge
Strategic"), PL Capital, LLC, a Delaware limited liability company ("PL
Capital") and the General Partner of the Financial Edge Fund and Financial Edge
Strategic, and John W. Palmer and Richard J. Lashley, Managing Members of PL
Capital. All of the filers of this Schedule 13D are collectively the "Group."
This Schedule 13D relates to the common stock ("Common Stock") of
Security Financial Bancorp, Inc. (the "Company" or the "Issuer"). The address of
the principal executive offices of the Company is 9321 Wicker Avenue, St. John,
Indiana 46373. The joint filing agreement of the members of the Group is
attached as Exhibit 1.
Item 2. Identity and Background
(a)-(c) This statement is filed by Mr. John Palmer and Mr. Richard
Lashley, with respect to the shares of Common Stock beneficially owned by Mr.
Palmer and Mr. Lashley, which are shares of Common Stock held in the name of
Financial Edge Fund and Financial Edge Strategic, in Mr. Palmer's and Mr.
Lashley's capacities as the general partners of PL Capital. The business address
of Mr. Palmer and Mr. Lashley is 2015 Spring Road, Suite 290, Oak Brook,
Illinois 60523. Mr. Palmer and Mr. Lashley serve as the Managing Members of PL
Capital, which is the General Partner of Financial Edge Fund and Financial Edge
Strategic. The principal employment of Mr. Palmer and Mr. Lashley is investment
management.
(d) During the past five years, no member of the Group been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, no member of the Group (a) has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or is subject to, a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
(f) All of the individuals who are members of the Group are citizens
of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The amount of funds expended to date by Financial Edge Fund to acquire
the 151,900 shares of Common Stock it holds in its name is $1,641,875. Such
funds were provided in part from Financial Edge Fund's available capital and,
from time to time, in part by margin account loans from subsidiaries of The Bear
Stearns Companies, Inc. ("Bear Stearns"), extended in the ordinary course of
business.
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CUSIP No. 81424D109 Page 8 of 13 Pages
The amount of funds expended to date by Financial Edge Strategic to
acquire the 10,000 shares of Common Stock it holds in its name is $108,150. Such
funds were provided in part from Financial Edge Strategic's available capital
and, from time to time, in part by margin account loans from subsidiaries of
Bear Stearns, extended in the ordinary course of business.
All purchases of Common Stock made by members of the Group using funds
borrowed from Bear Stearns, if any, were made in margin transactions on Bear
Stearns' usual terms and conditions. All or part of the shares of Common Stock
owned by members of the Group may from time to time be pledged with one or more
banking institutions or brokerage firms as collateral for loans made by such
entities to members of the Group. Such loans generally bear interest at a rate
based upon the broker's call rate from time to time in effect. Such
indebtedness, if any, may be refinanced with other banks or broker-dealers.
Item 4. Purpose of Transaction
The purpose of the acquisition of the shares of Common Stock by
members of the Group is to profit from the appreciation in the market price of
the Common Stock through the assertion of shareholder rights. The Group expects
to actively assert shareholder rights, in the manner described below, with the
intent to influence the policies of the Issuer. The members of the Group plan to
pursue discussions with management to maximize short and long-term value for
shareholders.
Members of the Group believe the Company has a significant opportunity
to create shareholder value over a reasonable time frame by:
(1) Aggressively repurchasing its Common Stock in the open market,
beginning at the earliest possible opportunity permitted by its
banking regulators (i.e., six months after the IPO date, in the
Company's instance, July 2000), regardless of whether or not the
stock option and MRP plans have been approved by shareholders;
(2) Aggressively reducing overhead expense ratios, which are
currently well in excess of its peer groups;
(3) Prudently leveraging the capital raised, being careful to
preserve the Company's flexibility to repurchase the maximum
number of shares of Common Stock permitted by its banking
regulators; and
(4) Constantly monitoring the opportunities available to the Company
to maximize shareholder value through sale of the Company, if
such a strategy provides a demonstrable increase in shareholder
value over a strategy of remaining independent.
Members of the Group intend to discuss their views with management of
the Company from time to time in the ordinary course of the Group's investment
activities.
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CUSIP No. 81424D109 Page 9 of 13 Pages
Members of the Group may make further purchases of shares of Common
Stock. Members of the Group may dispose of any or all the shares of Common Stock
held by them, although they have no current intention to do so. Except as noted
in this Schedule 13D, no member of the Group has any plans or proposals which
relate to, or could result in, any of the matters referred to in paragraphs (b)
through (j), inclusive, of Item (4) of Schedule 13D. Members of the Group may,
at any time and from time to time, review or reconsider their positions and
formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer
The percentages used in this Schedule 13D are calculated based upon
the number of outstanding shares of Common Stock, 1,938,460, reported as the
number of outstanding shares as of February 1, 2000, on a Form 10-QSB filed on
February 11, 2000. All purchases and sales of Common Stock reported herein were
made in open market transactions on the Nasdaq National Market System.
(A) Financial Edge Fund
(a) Aggregate number of shares beneficially owned: 161,900
Percentage: 8.4%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 161,900
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 161,900
(c) The Financial Edge Fund has made the following purchases of Common
Stock in the last 60 days:
- --------------------------------------------------------------------------------
Date Number of Shares Price Per Share ($) Total Cost($)
- --------------------------------------------------------------------------------
2/11/00 5,000 10.13 50,650
- --------------------------------------------------------------------------------
2/14/00 20,000 10.17 203,487
- --------------------------------------------------------------------------------
2/16/00 5,000 10.44 52,212
- --------------------------------------------------------------------------------
2/17/00 2,900 11.03 31,975
- --------------------------------------------------------------------------------
2/18/00 10,000 10.93 109,275
- --------------------------------------------------------------------------------
2/25/00 50,000 10.98 548,972
- --------------------------------------------------------------------------------
3/2/00 7,000 10.84 75,863
- --------------------------------------------------------------------------------
3/6/00 13,000 10.98 142,777
- --------------------------------------------------------------------------------
3/7/00 37,000 10.94 404,763
- --------------------------------------------------------------------------------
3/8/00 2,000 10.95 21,900
- --------------------------------------------------------------------------------
(d) Because they are the Managing Members of PL Capital, which is the
general partner of Financial Edge Fund, Mr. Palmer and Mr. Lashley
have the power to direct the affairs of Financial Edge Fund, including
the voting and disposition of shares of Common Stock held in the name
of Financial Edge Fund. Therefore,
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CUSIP No. 81424D109 Page 10 of 13 Pages
Mr. Palmer and Mr. Lashley are deemed to share voting and disposition
power with Financial Edge Fund with regard to those shares of Common
Stock.
(B) Financial Edge Strategic
(a) Aggregate number of shares beneficially owned: 161,900
Percentage: 8.4%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 161,900
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 161,900
(c) Financial Edge Strategic has made the following purchases of Common
Stock in the last 60 days:
- --------------------------------------------------------------------------------
Date Number of Shares Price Per Share ($) Total Cost($)
- --------------------------------------------------------------------------------
3/2/00 10,000 10.82 108,150
- --------------------------------------------------------------------------------
(d) Because they are the Managing Members of PL Capital, which is the
general partner of Financial Edge Strategic, Mr. Palmer and Mr.
Lashley have the power to direct the affairs of Financial Edge
Strategic, including the voting and disposition of shares of Common
Stock held in the name of Financial Edge Strategic. Therefore, Mr.
Palmer and Mr. Lashley are deemed to share voting and disposition
power with Financial Edge Strategic with regard to those shares of
Common Stock.
(C) PL Capital
(a) Aggregate number of shares beneficially owned: 161,900
Percentage: 8.4%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 161,900
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 161,900
(c) PL Capital has made no purchases of Common Stock.
(d) Because they are the Managing Members of PL Capital, Mr. Palmer and
Mr. Lashley have the power to direct the affairs of PL Capital. PL
Capital is the general partner of Financial Edge Fund and Financial
Edge Strategic. Therefore, PL Capital may be deemed to share with Mr.
Palmer and Mr. Lashley voting and disposition power with regard to the
shares of Common Stock held by Financial Edge Fund and Financial Edge
Strategic.
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CUSIP No. 81424D109 Page 11 of 13 Pages
(D) Mr. John Palmer
(a) Aggregate number of shares beneficially owned: 161,900
Percentage: 8.4%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 161,900
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 161,900
(c) Mr. Palmer has made no purchases of Common Stock.
(E) Mr. Richard Lashley
(a) Aggregate number of shares beneficially owned: 161,900
Percentage: 8.4%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 161,900
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 161,900
(c) Mr. Lashley has made no purchases of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Other than the Joint Filing Agreement filed as Exhibit 1 to this
filing, there are no contracts, arrangements, understandings or relationships
among the persons named in Item 2 hereof and between such persons and any person
with respect to any securities of the Company, including but not limited to
transfer or voting of any of the securities, finders' fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, divisions of
profits or losses, or the giving or withholding of proxies, except for sharing
of profits. PL Capital, as general partner of the Financial Edge Fund and
Financial Edge Strategic, is entitled to (1) an allocation of a portion of
profits, if any, and (2) a management fee based upon a percentage of total
capital.
Item 7. Material to be Filed as Exhibits
No. Description
-- -----------
1 Joint Filing Agreement.
<PAGE>
CUSIP No. 81424D109 Page 12 of 13 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.
Date: March 10, 2000
FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
FINANCIAL EDGE - STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
By: /s/ John Palmer By: /s/ Richard Lashley
John Palmer Richard Lashley
PL CAPITAL, LLC
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
CUSIP No. 81424D109 Page 13 of 13 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(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.
Date: March 10, 2000
FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
FINANCIAL EDGE - STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
By: /s/ John Palmer By: /s/ Richard Lashley
John Palmer Richard Lashley
PL CAPITAL, LLC
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
