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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
PFSB BANCORP, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
69332B109000
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(CUSIP Number)
Warren A. Mackey
767 Fifth Avenue, 5th Floor
New York, New York 10153
(212)319-2525
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 15, 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 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of secs. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 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).
This Document contains 6 Pages.
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CUSIP NO. 69332B109000 SCHEDULE 13D PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Warren A. Mackey
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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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 OF ORGANIZATION
U.S.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 25,500 shares
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 25,500 shares
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,500 shares
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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)
5.4%
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14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the shares of common stock, par value $0.01
per share ("Shares"), of PFSB Bancorp, Inc., a Missouri corporation
(the "Issuer"). The address of the Issuer's principal executive
offices is 123 W. Lafayette Street, Palmyra, Missouri 63461.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed on behalf of Warren A. Mackey (the "Reporting
Person"), an individual whose business address is 767 Fifth Avenue,
5th Floor, New York, New York 10153.
The Reporting Person is the sole shareholder and sole director of
Arles Advisors Inc, a New York corporation, which is the general
partner of Arles Partners LP, a New York limited partnership. The
principal business of Arles Partners LP is private investments. Arles
Advisors Inc and Arles Partners LP have the same business address as
the Reporting Person. The Shares indicated as owned by the Reporting
Person were purchased by Arles Partners LP. See Item 5.
During the last five years, the Reporting Person has not (i) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) 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. The Reporting Person
is a citizen of the United States.
NOTE: Nothing in this Statement shall be construed as a
statement or admission that the Reporting Person, Arles
Advisors Inc or Arles Partners LP, or any of them, (i) are
acting as a group in the acquisition, disposition or
holding of Shares; (ii) collectively constitute a "person"
within the meaning of Section 13(d)(3), of the Securities
Exchange Act of 1934, as amended (the "Act"); or (iii) for
the purposes of Section 13(d) of the Act, are the
beneficial owners of any Shares other than those Shares in
which each person is specifically identified in this
Statement to have a beneficial ownership.
Page 3 of 6 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of the date hereof, the Reporting Person has used approximately
$253,008 to acquire its Shares. The source of the funds was the
working capital and margin account of Arles Partners LP. See Item 2
for a description of the relationship between the Reporting Person
and Arles Partners LP. Arles Partners LP's margin transactions are
with Banc of America Securities LLC, on such firm's usual terms and
conditions.
ITEM 4. PURPOSE OF TRANSACTION.
Arles Partners LP is a private investment partnership whose focus
includes investments in smaller financial institutions. The Reporting
Person, through his relationship with Arles Partners LP (see Item 2),
has acquired the Shares solely for investment purposes although the
Reporting Person may pursue discussions with management to maximize
long-term value for shareholders.
The Reporting Person, through Arles Partners LP, may make additional
purchases of Shares in open market or privately negotiated
transactions. Any such purchases will depend upon its evaluation of
its investment, the amounts of Shares available for purchase, Share
prices and other relevant circumstances. After the Reporting Person's
review of its investment in the Issuer, the Reporting Person may
decide to sell Shares. Any such purchases or sales of Shares will
depend upon the Reporting Person's continuing evaluation of the
Issuer's business, financial condition and prospects, the actions of
management and the Board of the Issuer, securities market conditions,
and other future developments.
Except as described in this Statement, the Reporting Person does not
have any present plans or proposals that relate to or would result
in: (i) the acquisition of additional securities 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) any 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 Board; (v) any material change in the present capitalization or
dividend policy of the Issuer; (vi) any other material change in the
Issuer's business or corporate structure; (vii) changes in the
Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the
Issuer by any person; (viii) causing a class of
Page 4 of 6 Pages
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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 Act;
or (x) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(i) SHARE OWNERSHIP. As of the date hereof, the Reporting
Person beneficially owns 25,500 Shares, or 5.4% of the
outstanding Shares, as to all of which the Reporting
Person has sole voting and sole dispositive power. The
percentage is based upon the number of Shares indicated as
outstanding in the Issuer's Proxy Material for the 2000
Annual Meeting of Stockholders (475,150).
(ii) RECENT TRANSACTIONS. The Reporting Person, through Arles
Partners LP, made the following purchases of Shares in
open market transactions during the past sixty days. Also
on November 30, 1999, the Reporting Person, through Arles
Partners LP, sold 4,000 Shares at a price per Share of
$10.8709 in open market transactions.
Purchase Price Per
Date Number of Shares Share
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12/15/99 2,000 $ 9.88250
10/28/99 6,500 9.87731
10/20/99 3,200 9.94219
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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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.
DATED: December 27, 1999
By: /s/ Warren A. Mackey
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Warren A. Mackey
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