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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
LIFE FINANCIAL CORPORATION
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(Name of issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of class of securities)
53184P101
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(CUSIP number)
THOMAS F. GILLEN
c/o RCG KINGSTON, LLC
757 THIRD AVENUE, 27TH FLOOR
NEW YORK, NEW YORK 10017
(212) 845-7990
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(Name, address and telephone number of person
authorized to receive notices and communications)
July 29, 1999 **
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13Gto
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/ /.
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.
** This filing is a voluntary disclosure.
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CUSIP No. 53184P101 Page 1 of 5 Pages
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1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (entities only)
RCG Kingston Fund, Ltd.
The Partnership For Bank Capital, L.P. - IRS ID
No.23-2613411
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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*
RCG KINGSTON FUND, LTD - WC
The Partnership For Bank Capital - WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION RCG
Kingston Fund, Ltd - Cayman Islands
The Partnership For Bank Capital, L.P. - Delaware, USA
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY -0-
OWNED BY ------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING RCG Kingston Fund, Ltd. - 279,000
PERSON WITH The Partnership For Bank Capital, LP - 74,000
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9 SOLE DISPOSITIVE POWER
-0-
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10 SHARED DISPOSITIVE POWER
RCG Kingston, Fund, Ltd. - 279,000
The Partnership For Bank Capital, L.P. - 74,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
RCG Kingston Fund, Ltd. - 279,000
The Partnership For Bank Capital, L.P. - 74,000
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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)
RCG Kingston Fund, Ltd. - 4.3%
The Partnership For Bank Capital, L.P. - 1.1%
TOTAL=5.4%
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14 TYPE OF REPORTING PERSON*
RCG Kingston Fund, Ltd. - PN
The Partnership for Bank Capital, L.P. -PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 53184P101 13D Page 2 of 5 Pages
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Item 1. Security And Issuer.
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This statement relates to the shares ("Shares") of common
stock, $.01 par value ("Common Stock"), of Life Financial Corporation
("Issuer"). The principal executive offices of the Issuer are located at 10540
Magnolia Avenue, Suite B, Riverside, California 92505.
Item 2. Identity and Background.
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(a) Name: RCG Kingston Fund, Ltd. and The Partnership For Bank
Capital, L.P. (the "Reporting Persons").
(b) The principal business addresses of the Reporting Persons
are:
RCG Kingston Fund, Ltd. - 757 Third Avenue, 27th Floor, New
York, NY 10017. The Partnership For Bank Capital, L.P. - 757 Third Avenue, 27th
Floor, New York, NY 10017.
(c) The present principal businesses of the Reporting Persons
are:
RCG Kingston Fund, Ltd. - investment. The Partnership For Bank
Capital, L.P. - investment.
(d) Neither of the Reporting Persons has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) The Reporting Persons have not, during the last five
years, been 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) The Reporting Persons are citizens of:
RCG Kingston Fund, Ltd. - Cayman Islands
The Partnership for Bank Capital - Delaware, USA
CUSIP No. 53184P101 13D Page 3 of 5 Pages
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Item 3. Source And Amount Of Funds Or Other Consideration.
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The funds for this purchase were acquired from the Reporting
Persons' working capital.
Item 4. Purpose Of Transaction.
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The purpose of the acquisition of these shares is for
investment purposes. The filers may acquire additional shares or dispose of
shares from time to time. Also, the filers reserve the right to change
investment intentions based upon circumstances. Currently, the filers have no
plan or proposal which relates to the following (although he reserves the right
to develop such plans or proposals): (i) the acquisition of additional
securities of the Issuer, or the disposition of securities of the Issuer: (ii)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (iv) a change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Issuer's board of
directors;(v) a material change in the present capitalization or dividend policy
of the Issuer; (vi) any other material change in the business or corporate
structure of the Issuer; (vii) any change in the Issuer's certificate of
incorporation or by-laws or other actions which may impede the acquisition of
control of the Issuer by any person; (viii) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (ix) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (x) any action similar to any of those enumerated above.
Item 5. Interest In Securities Of The Issuer.
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RCG Kingston Fund, Ltd. is the beneficial owner of 279,000
shares of the Issuer's Common Stock (representing 4.3% of the issued and
outstanding Common Stock). Of these 279,000 shares. RCG Kingston Fund, Ltd. has
shared voting and dispositive power over 279,000 shares.
CUSIP No. 53184P101 13D Page 4 of 5 Pages
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The Partnership For Bank Capital, L.P. is the beneficial owner
of 74,000 shares of the Issuer's common stock (representing 1.1% of the issued
and outstanding Common Stock). Of these 74,000 shares, The Partnership For Bank
Capital, L.P. has shared voting and dispositive power over 74,000 shares.
Together, as a group, the Reporting Persons are the beneficial
owners of these 353,000 shares of the Issuer's Common Stock (representing 5.4%
of the issued and outstanding Common Stock. Of these 353,000 shares, the
Reporting persons have shared voting and dispositive power over 353,000 shares.
During the last 60 days the following shares were acquired by
each of the Reporting Persons:
RCG Kingston Fund, Ltd. - 34,000 shares at $5.03 on 7/29/99.
The Partnership For Bank Capital, L.P. - 4,000 shares at $5.03
on 7/29/99.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect To Securities Of The Issuer.
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There is no contract between the Reporting Persons or any
other person with respect to any securities of the Issuer including, but not
limited to transfer or voting of any security, finder's fees, joint ventures,
loan or options arrangements, puts or calls, guarantees of profits, division of
profit or losses, or the giving or holding of proxies, except as described
herein.
SIGNATURE
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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: August 5, 1999
RCG Kingston Fund, Ltd.
By: Thomas F. Gillen
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The Partnership For Bank Capital,
L.P.
By: Donald B. Jennings
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CUSIP No. 53184P101 13D Page 5 of 5 Pages
