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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(AMENDMENT NO. )*
SISTERSVILLE BANCORP, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
829793-10-8
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(CUSIP Number)
Warren A. Mackey
767 Fifth Avenue, 5th Floor
New York, New York 10153
(212) 319-0871
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 30, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
(Continued on following pages)
Page 1 of 10 Pages
*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 the
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 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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CUSIP NO. 829793-10-8 13D PAGE 2 of 10 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arles Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 37,100
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
37,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON
PN
*These are the same shares reported by Arles Advisors Inc over which it as
general partner exercises voting and dispositive power.
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CUSIP NO. 829793-10-8 13D PAGE 3 of 10 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arles Advisors Inc
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 37,100
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
37,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON
CO
*These are the same shares reported by Arles Partners LP as subject to shared
voting and dispositive power.
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CUSIP NO. 829793-10-8 13D PAGE 4 of 10 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Warren A. Mackey
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 37,100
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
37,100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON
IN
*These are the same shares reported by Arles Partners LP and Arles Advisors Inc
as subject to their shared voting and dispositive power.
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Item 1. Security & Issuer.
(a). Title of Class of Equity Securities:
Common Stock
(b). Name and Address of Issuer's Principal Executive Offices:
Sistersville Bancorp, Inc.
726 Wells Street
Sistersville, West Virginia 26175
Item 2. Identity & Background.
(a). Name of Person Filing:
This Schedule 13D is being jointly filed by each of the following
persons pursuant to Rule 13d-1(k)(1) promulgated by the Securities
and Exchange Commission pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Act"): Arles Partners LP
(the "Limited Partnership"), Arles Advisors Inc (the "General
Partner" of the Limited Partnership) and Warren A. Mackey, the sole
shareholder and director of the General Partner (all of whom are
collectively referred to herein as the "Filing Persons"). Arles
Partners LP is a New York limited partnership formed for the
purpose of investing in, among other things, the equity securities
of various financial services providers. Arles Advisors Inc, a New
York company, is the general partner of the Limited Partnership.
The Filing Persons have entered into a Joint Filing Agreement,
dated April 7, 2000, a copy of which is filed with this Schedule
13D as Exhibit A, pursuant to which the Filing Persons have agreed
to file this statement jointly in accordance with the provisions of
Rule 13d-1(k)(1) under the Act.
(b). Residence or Business Address:
The Filing Persons all maintain the same principal business office
at 767 Fifth Avenue, 5th Floor New York, New York 10153
(c). Present Principal Occupation or Employment and the Name, Principal
Business and Address of any Corporation or Other Organization in
Which Such Employment is Conducted:
The Limited Partnership is a New York limited partnership formed
for the purpose of investing in, among other things, the equity
securities of various financial services providers. The General
Partner, a New York company, is the general partner of the Limited
Partnership. The sole shareholder and director of the General
Partner is Warren A. Mackey. The Limited Partnership, the General
Partner, and Mr. Mackey all conduct business from 767 Fifth Avenue,
5th Floor, New York, New York 10153.
(d) and (e).
During the last five years, none of the Limited Partnership, the
General Partner, or Warren A. Mackey has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), nor
Page 5 of 10 Pages
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have any such persons been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or a finding of violation of any
such laws.
(f). Citizenship:
New York for Arles Partners LP and General Partner; the General
Partner's sole shareholder is a citizen of the U.S.A.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the stock covered by this statement is
$377,913. The Limited Partnership's stock purchases were in an account
carried at Banc of America Securities LLC.
Item 4. Purpose of Transaction.
The securities covered by this statement were acquired for the purpose
of investment, although the Filing Persons may pursue discussions with
the Issuer's management and board of directors to enhance long-term
value for shareholders.
The Filing Persons, through Arles Partners LP, may make additional
purchases of shares in open market or privately negotiated transactions.
Any such purchases will depend upon evaluation of investment, the
amounts of shares available for purchase, share prices and other
relevant circumstances. After the Filing Persons' review of the Limited
Partnership's investment in the Issuer, the Filing Persons may decide to
sell shares. Any such purchases or sales of shares will depend upon the
Filing Persons' continuing evaluation of the Issuer's business,
financial condition and prospects, the actions of management and the
board of directors of the Issuer, securities market conditions and other
future developments.
Item 5. Interest in Securities of the Issuer.
(a) The percentages appearing in this Schedule 13D are based on 538,739
shares of Sistersville Bancorp, Inc. outstanding at February 10,
2000, as reported on Sistersville Bancorp, Inc.'s Form 10-QSB filed
on February 11, 2000 with the Securities and Exchange Commission.
Accordingly, the 37,100 shares owned by the Limited Partnership
represent 6.9% of the Issuer's outstanding shares. All acquisitions
of Sistersville Bancorp, Inc. common stock reported herein were made
in open market transactions on the OTC Bulletin Board.
(b) The General Partner has the power to vote or direct the voting of
the stock as of any record date subsequent to the Limited
Partnership's purchases identified in Exhibit B, and the power to
dispose or to direct the disposition of the stock. Because Warren A.
Mackey is the controlling person of the General Partner, Mr. Mackey
may be deemed to
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have the indirect power to vote or direct the vote and to dispose or
direct the disposition of the stock that is the subject of this
Schedule 13D. Each of Mr. Mackey and the General Partner disclaims
beneficial ownership of shares of stock of the Issuer.
(c) Purchases in the last 60 days. See Exhibit B attached. The
transactions identified in Exhibit B were effected through one or
more brokers in the over-the-counter market.
(d) No person other than the Limited Partnership and the General Partner
has the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of the stock that is
the subject of this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Except as set forth herein, none of the Limited Partnership, the General
Partner, or Mr. Mackey has any contract, arrangement, understanding, or
relationship (legal or otherwise) between or among themselves and any
person with respect to securities of the Issuer, including but not
limited to transfer or voting of any of the shares of stock that are the
subject of this Schedule 13D, finders' fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies. The General
Partner of the Limited Partnership is entitled to an allocation of a
portion of the Limited Partnership's profits and a management fee based
upon a percentage of total partnership capital.
The shares of common stock reported herein as having been acquired by
Arles Partners LP were acquired by Arles Partners LP with the general
working capital of Arles Partners LP. These shares of common stock are
held by Arles Partners LP in a margin account with Banc of America
Securities LLC and, consequently, act as collateral for any loans
extended to Arles Partners LP by Banc of America Securities LLC. Arles
Partners LP's margin account agreement with Banc of America Securities
LLC is in the form commonly used by Banc of America Securities LLC and
is subject to the constitution, rules, regulations, customs and usages
of the exchange or market, and its clearing house, if any, where the
transactions are executed and, where applicable, to the provisions of
the Securities Exchange Act of 1934, as amended, the Commodities
Exchange Act, as amended, and the rules and regulations of the
Securities and Exchange Commission, the Board of Governors of the
Federal Reserve System and the Commodity Futures Trading Commission.
Item 7. Material to be Filed as Exhibits.
Exhibit A- Joint Filing Agreement
Exhibit B- Schedule of Purchases
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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.
Arles Partners LP
By its General Partner
Arles Advisors Inc
Dated: April 7, 2000 By: /s/ Warren A. Mackey
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Name: Warren A. Mackey
Title: President
Arles Advisors Inc
Dated: April 7, 2000 By: /s/ Warren A. Mackey
------------------------------------
Name: Warren A. Mackey
Title: President
Dated: April 7, 2000 By: /s/ Warren A. Mackey
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Name: Warren A. Mackey
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Exhibit A
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AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13D
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The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D to which
this Exhibit is attached, and such Schedule 13D is filed on behalf of each of
them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13D
and any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Date: April 7, 2000
Arles Partners LP
By its General Partner
Arles Advisors Inc
By: /s/ Warren A. Mackey
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Name: Warren A. Mackey
Title: President
Arles Advisors Inc
By: /s/ Warren A. Mackey
------------------------------------
Name: Warren A. Mackey
Title: President
By: /s/ Warren A. Mackey
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Name: Warren A. Mackey
Page 9 of 10 Pages
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Exhibit B
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SCHEDULE OF PURCHASES
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2000 Aggregate
Trade Date Shares Price Cost
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March 10 2,100 $ 9.125 $ 19,163
March 30 35,000 $10.250 $358,750
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