UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
Potters Financial Corporation
(holding company for, and successor registrant to,
The Potters Savings and Loan Company)
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(Name of Issuer)
Common Shares, $1.00 par value, per share
(successor class of securities to Common Stock,
$1.00 Stated Value)
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(Title of Class of Securities)
738109107
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(CUSIP Number)
Stephen H. Hersch
1578 West Jackson Street, Suite 150
Painesville, OH 44077
(216) 350-0475
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications
January 22, 1997
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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 office 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. 738109107 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Financial Focus, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [XX]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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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 OR ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
20,510
NUMBER OF
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING
PERSON ----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
20,510
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,510
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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)
4.1% (based on 506,169 shares outstanding as contained in the Issuer's
Form 10-QSB as filed for the quarter ended September 30, 1996)
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 4 Pages
This Amendment No. 4 (the "Amendment No. 4") to the statement on
Schedule 13D dated June 30, 1996 (as of October 1, 1995), as amended by
Amendment No. 1 to the statement on Schedule 13D dated June 30, 1996, as amended
by Amendment No. 2 to the statement on Schedule 13D dated March 19, 1997, as
amended by Amendment No. 3 to the statement on Schedule 13D dated March 19, 1997
(the "Statement"), amends the Statement by amending and restating the responses
to Items 5(a), 5(b), 5(c) and 5(e) in the Statement, as stated below.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Financial Focus may be deemed to own beneficially 20,510 shares of
Common Stock held for the principal benefit of its limited partners which, based
on the 506,169 outstanding shares of Common Stock as contained in the Issuer's
Form 10-QSB as filed for the quarter ended September 30, 1996, represent 4.1% of
such outstanding shares. Each of the Reporting Person, Polaris, Pernell and
Hersch disclaims beneficial ownership of such shares of Common Stock which may
be attributed to him or it, as described above in Item 2.
(b) Financial Focus may be deemed to have sole voting power and sole
disposition power with respect to 20,510 shares of Common Stock held for the
principal benefit of its limited partners; if however, any of the limited
partners of Financial Focus were to withdraw their capital from Financial Focus,
it could be required to dispose of some of all of such shares in order to return
the capital of such limited partner(s) to them and, in such case, Financial
Focus may be deemed to share disposition power with the limited partners of
Financial Focus with respect to such shares.
Each of the Reporting Person, Polaris, Pernell and Hersch disclaims
beneficial ownership of such shares of Common Stock attributed to him or it, as
described above in Item 2.
(c) During the past sixty (60) days, Financial Focus effected the
following transaction in shares of Common Stock by making the sale of such
shares on the National Association of Securities Dealers Quotation (NASDAQ)
System, as follows:
PRICE
DATE NO. SHARES PER SHARE
---- ---------- ---------
1-22-97 10,000 $19.11
(e) On January 22, 1997, Financial Focus ceased to be the beneficial
owner of more than five percent (5%) of the shares of Common Stock.
<PAGE>
Page 4 of 4 Pages
SIGNATURE
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.
FINANCIAL FOCUS, L.P.
MARCH 19, 1997 /s/ STEPHEN H. HERSCH
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Date Signature
Stephen H. Hersch, Senior Vice President,
Polaris Private Managers Ltd., General
PARTNER OF FINANCIAL FOCUS, L.P.
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Name/Title
