UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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)
November 2, 1996
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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 acquistion 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 13-d7.)
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).
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SCHEDULE 13D
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CUSIP NO. 738109107 PAGE 2 OF 8 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON
Financial Focus, L.P.
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CHECK OF APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [XX]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
5 PURSUANT TO ITEMS 2(d) or 2(E)
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
State of Delaware
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SOLE VOTING POWER
7
NUMBER OF 40,410
SHARES ------------------------------------------------------------
BENEFICALLY SHARED VOTING POWER
OWNED BY 8
EACH -0-
REPORTING -----------------------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
40,410
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SHARED DISPOSITIVE POWER
10
-0-
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AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
11
40,410
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 8.0% (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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TYPE OF REPORTING PERSON*
14 PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 8 pages
This Amendment No. 2 (the "Amendment No. 2") 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 (the "Statement"), amends
and restates the Statement by (i) amending and restating the responses to Items
5(a), 5(b) and 5(c) in the Statement, and (ii) restating electronically the
entire text of the Statement, as amended, in accordance with Rule 101 of
Regulation S-T, since this Amendment No. 2 is the first electronic amendment to
the paper format Statement being filed electronically on the Securities and
Exchange Commission's Electronic Data Gathering, Analysis, and Retrieval
("EDGAR") system, as stated below.
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this statement on
Schedule 13D ("Statement") relates is the Common Stock, $1.00 Stated Value
("Common Stock"), of The Potters Savings and Loan Company ("Potters"). On March
11, 1996, Potters was reorganized into the holding company structure of
ownership. As a result, Potters Financial Corporation ("PFC"), a unitary savings
and loan holding company, became the holder of all the outstanding shares of
Common Stock of Potters, and the former shareholders of Potters received Common
Shares, $1.00 par value per share (the "Common Shares"), of PFC. Potters and PFC
shall, as the context requires, be referred to as the "Issuer". The Common Stock
and the Common Shares shall, as the context requires, be referred to as the
"Stock." The address for the principal executive offices of Potters and PFC is
519 Broadway, East Liverpool, Ohio 43920.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed by Financial Focus, L.P. ("Financial Focus" or the
"Reporting Person").
The information set forth below is provided for the Reporting Person and
each person enumerated in General Instruction C to Schedule 13D.
Financial Focus is a Delaware limited partnership, whose principal
business is investing primarily in stocks of thrift institutions, small banks
and other financial and financial service companies. The address of its
principal business and its principal office is 171 Church Street, Suite 330,
Charleston, South Carolina 29401.
Polaris Private Managers Ltd. ("Polaris"), a Delaware corporation, is the
sole general partner of Financial Focus. The principal business of Polaris is
managing the investments of certain limited partnerships, including Financial
Focus. The address of its principal business and its principal office is the
same as that for Financial Focus.
John C. Pernell ("Pernell") is the President and sole shareholder of Polaris. He
is also President of Polaris Investment Partners, Inc. ("Polaris Investment"), a
registered investment adviser, whose principal business is providing
administrative and recordkeeping services to Polaris, Polaris Investment and
other investment entities. The business addresses for Pernell and
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Pages 4 of 8 pages
Polaris Investment are the same as that for Financial Focus. Pernell is a
citizen of the United States.
Stephen H. Hersch ("Hersch") is the Senior Vice President of Polaris. He
is primarily responsible for managing the investments of Financial Focus. His
business address is 1578 West Jackson Street, Suite 150, Painesville, Ohio
44077. Hersch is a citizen of the United States.
During the last five years, neither the Reporting Person or the other
persons described above in this Item 2 (I) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (II) was 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.
Each of the Reporting Person and the other persons described above in this
Item 2 disclaims (I) the existence of any group under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Act"); (II) beneficial
ownership of any shares of Common Stock attributed to such Reporting Person or
such other person by this Statement for the purposes of Section 13(d) of the
Act; and (III) beneficial ownership of any shares of Common Stock attributed to
any other Reporting Person or any other person by this Statement for purposes of
Section 13(d) of the Act.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of October 1, 1995, Polaris acquired the sole general partner's
interest in Crown Financial Partners, Ltd. ("CFPI") from Rugby Concord
Management, Inc. ("RCM Inc.") in consideration for a promissory note in the
principal amount of $50,000. The assets of CFPI included, among others, 41,600
shares of Common Stock. (Such shares include 4,000 shares inadvertently omitted
from the Statement, as originally filed.) Contemporaneously, Polaris changed the
name of CFPI to "Financial Focus, L.P." Financial Focus may be deemed to have
indirectly acquired such shares of Common Stock. Such shares of Common Stock
were not purchased with borrowed funds, other than as described above in this
Item 3.
On May 17, 1996, Financial Focus used $110,572.50 of its funds to purchase
6,500 shares of Common Stock. Such shares were not purchased with borrowed
funds.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired its shares of Common Stock for investment
purposes only. The Reporting Person does not have any plans or proposals which
relate to or would result in any of the actions enumerated in Item 4 of Schedule
13D. Notwithstanding the foregoing, the Reporting Person may, based on a
continuing review of its investment in shares of Common Stock (which review may
include conditions affecting the general economy, the relevant regional economy,
the securities markets, the financial institution and thrift industries and the
Issuer),
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Pages 5 of 8 pages
acquire additional shares of Common Stock or dispose of shares of Common Stock,
and/or modify or change the purpose of its acquisition.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of October 1, 1995, Financial Focus may be deemed to own
beneficially 41,600 shares (which include 4,000 shares inadvertently omitted
from the Statement, as originally filed) of Common Stock held for the principal
benefit of its limited partners which, based on the 529,809 outstanding shares
of Common Stock as contained in the Issuer's Form 10-QSB as filed for the
quarter ended September 30, 1995, represent 7.8% (which reflects the additional
4,000 shares inadvertently omitted from the Statement, as originally filed) of
such outstanding shares.
As of June 30, 1996, Financial Focus may be deemed to own beneficially
48,100 shares (which include 4,000 shares inadvertently omitted from Amendment
No. 1 to the Statement, as originally filed) of Common Stock held for the
principal benefit of its limited partners which, based on the 532,809
outstanding shares of Common Stock as contained in the Issuer's Form 10- QSB as
filed for the quarter ended March 31, 1996, represent 9.0% (which reflects the
additional 4,000 shares inadvertently omitted from Amendment No. 1 to the
Statement, as originally filed) of such outstanding shares.
As of November 2, 1996, Financial Focus may be deemed to own beneficially
40,410 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 8.0% 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) As of October 1, 1995, Financial Focus may be deemed to have sole
voting power and sole disposition power with respect to 41,600 shares (which
include 4,000 shares inadvertently omitted from the Statement, as originally
filed) of Common Stock held for the principal benefit of its limited partners;
as of June 30, 1996, Financial Focus may be deemed to have sole voting power and
sole disposition power with respect to 48,100 shares (which include 4,000 shares
inadvertently omitted from the Statement, as originally filed) of Common Stock
held for the principal benefit of its limited partners; and as of November 2,
1996, Financial Focus may be deemed to have sole voting power and sole
disposition power with respect to 40,410 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 or 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.
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Page 6 of 8 pages
(c) During the sixty (60) days prior to and including October 1, 1995,
Financial Focus indirectly effected on October 1, 1995 the purchase of 41,600
shares (which include 4,000 shares inadvertently omitted from the Statement, as
originally filed) of Common Stock by acquiring the sole general partner's
interest in CFPI (whose assets included, among others, such shares of Common
Stock) from RCM Inc. in consideration for a promissory note in the principal
amount of $50,000, as described above in Item 3. In view of the nature of such
transaction and the fact that CFPI's assets included assets in addition to such
shares of Common Stock, it is not possible to determine the price per share that
may be attributed to such shares of Common Stock.
During the sixty (60) days prior to and including May 17, 1996, Financial
Focus effected the following transaction in shares of Common Stock by making the
purchase of such shares on the National Association of Securities Dealers
Quotation (NASDAQ) System, as follows:
DATE NO. SHARES PRICE PER SHARE
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5-17-96 1,500 $16.22
During the sixty (60) days prior to and including November 2, 1996,
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:
DATE NO. SHARES PRICE PER SHARE
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11-2-96 7,690 $17.83
(d) As noted in paragraph (b) of this Item 5, if any of the limited
partners of Financial Focus were to withdraw their capital from Financial Focus
they could, in effect, have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such shares of
Common Stock from Financial Focus. In addition, if any of the persons identified
in Item 6 of this Statement in connection with Financial Focus had the right to
receive or the power to direct the receipt of profits from Financial Focus,
after it received dividends from, or proceeds from the sale of, such shares of
Common Stock, then in such case such persons could be deemed to have the right
to receive or the power to direct the receipt of dividends from, or proceeds
from the sale of, such shares of Common Stock from Financial Focus.
Each of the Reporting Person, Polaris, Pernell and Hersch disclaims
beneficial ownership of such shares of Common Stock, as described above in Item
2.
(e) Not applicable.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Under the Limited Partnership Agreement of Financial Focus (Amended and
Restated as of November 1, 1995) ("Partnership Agreement") by and among Polaris,
as general partner, and
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Page 7 of 8 pages
the limited partners, if for any fiscal year a limited partner has a net profit,
an amount equal to twenty percent (20%) of such net profit will be deducted from
the limited partner's capital account and reallocated to Polaris as of the end
of such fiscal year. Under a loss carryforward provision of the Partnership
Agreement, no deduction from a limited partner's capital account with respect to
20% of any net profits will be made from the capital account of a particular
limited partner with respect to a fiscal year until any net loss previously
allocated to the capital account of such limited partner has been offset by
subsequent net profits allocated to the capital account of such limited partner.
Polaris will allocate the amounts deducted from the capital accounts of
the limited partners to its capital account and the capital accounts of such
limited partners as it may designate in such proportions as it may determine.
Polaris anticipates that the reallocation to certain limited partners of a
portion of its 20% share of net profits will only be made to limited partners
who are officers or employees of Polaris or relatives of such persons. Polaris
and Hersch have an oral understanding that Hersch's compensation will include
twenty-five percent (25%) of its 20% share of net profits, if any.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A copy of the following document is filed as an exhibit to this Statement.
Exhibit 1 Excerpt (Section 6.01 (b)) from the Limited Partnership Agreement
of Financial Focus, L.P. (Amended and Restated as of November 1,
1995) by and among Polaris Private Managers, Ltd., as general
partner, and the limited partners thereto.
[In accordance with Rule 101 (a)(2)(ii) of Regulation S-T, the above-referenced
previously filed paper exhibit to the paper format Schedule 13D is not required
to be restated electronically in this first electronic amendment to the paper
format Schedule 13D and is, therefore, omitted from this electronic filing.]
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Page 8 of 8 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
