<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
JADE FINANCIAL CORP.
------------------------------------------------------
(Name of Issuer)
Common Stock
------------------------------------------------------
(Title of Class of Securities)
469882104
------------------------------------------------------
(CUSIP Number)
November 8, 1999
------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 in 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).
(Continued on following page(s))
Page 1 of 10 Pages
<PAGE> 2
CUSIP NO. 469882104 13G PAGE 2 of 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arles Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES 30,000
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
30,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.60%
12 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.
<PAGE> 3
CUSIP NO. 469882104 13G PAGE 3 of 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Homestead Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES 157,200
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
157,200
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.39%
12 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.
<PAGE> 4
CUSIP NO. 469882104 13G PAGE 4 of 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arles Advisors Inc
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES 187,200
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
187,200
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
12 TYPE OF REPORTING PERSON
CO
* These are the same shares reported by Arles Partners LP and Homestead
Partners LP as subject to shared voting and dispositive power.
<PAGE> 5
CUSIP NO. 469882104 13G PAGE 5 of 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warren A. Mackey
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES 187,200
BENEFICIALLY
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
187,200
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
12 TYPE OF REPORTING PERSON
IN
* These are the same shares reported by Arles Partners LP, Homestead
Partners LP and Arles Advisors Inc as subject to their shared voting
and dispositive power.
<PAGE> 6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
SCHEDULE 13G UNDER THE SECURITIES
EXCHANGE ACT OF 1934
---------------------------------
Item 1. (a). Name of Issuer: JADE FINANCIAL CORP.
(b). Address of Issuer's Principal Executive Offices:
213 West Street Road
Feasterville, Pennsylvania 19053
Item 2. (a). Name of Person Filing:
This Schedule 13G 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 and Homestead Partners LP (collectively the "Limited
Partnerships"), Arles Advisors Inc (the "General Partner") and Warren
A. Mackey, the sole shareholder and director of the General Partner
(who 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. Homestead Partners LP is a
Delaware 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 each of the Limited Partnerships. The Filing
Persons have entered into a Joint Filing Agreement, dated November
17, 1999, a copy of which is filed with this Schedule 13G 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. The Filing Persons expressly disclaim that
they have agreed to act as a group.
Page 6 of 10 Pages
<PAGE> 7
Item 2. (b). Address of Principal Business Office:
The Filing Persons all maintain the same principal
business office at
767 Fifth Avenue, 5th Floor
New York, New York 10153
(c). Citizenship: New York for Arles Partners LP and General
Partner; Delaware for Homestead Partners LP; the General
Partner's sole shareholder is a citizen of the U.S.A.
(d). Title of Class of Securities: Common Stock, par value $.01
per share
(e). CUSIP Number: 469882104
Item 3. If this statement is filed pursuant to Sections
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o)
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c)
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c)
(d) [ ] Investment company registered under section 8 of
the Investment Company Act (15 U.S.C. 80a-8)
(e) [ ] An investment advisor in accordance with
ss.240.13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(ii)(F)
(g) [ ] A parent holding company or control person in
accordance with ss.240.13d-1(b)(ii)(G)
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3)
(j) [ ] Group, in accordance with ss.240.13d-1(b)(ii)(J)
If this statement is filed pursuant to ss.240.13d-1(c), check
this box [x].
Item 4. Ownership.
(a). Amount Beneficially Owned:
30,000 shares may be deemed beneficially owned within the
meaning of Rule 13d-3 of the Act by each of Arles Partners LP
and Arles Advisors Inc. 157,200 shares may be deemed
beneficially owned within the meaning of Rule 13d-3 of the
Act by each of Homestead Partners LP and Arles Advisors Inc.
Warren A. Mackey, the sole shareholder and director of Arles
Advisors Inc, expressly disclaims direct and beneficial
ownership of the shares reported as deemed to be beneficially
owned by him.
(b). Percent of Class:
9.99%
Page 7 of 10 Pages
<PAGE> 8
Item 4 (c). Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or to direct the vote
-by Arles Partners LP and Arles Advisors Inc 30,000
-by Homestead Partners LP and Arles Advisors Inc 157,200
(iii) sole power to dispose or to direct the
disposition of 0
(iv) shared power to dispose or to direct the
disposition of
-by Arles Partners LP and Arles Advisors Inc 30,000
-by Homestead Partners LP and Arles Advisors Inc 157,200
Item 5. Ownership of Five Percent or Less of a Class: Not Applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person:
Not Applicable
Item 7. Identification and Classification of Subsidiaries which
Acquired the Security Being Reported on by the Parent
Holding Company:
Not Applicable
Item 8. Identification and Classification of Members of the Group:
Not Applicable
Item 9. Notice of Dissolution of Group: Not Applicable
Page 8 of 10 Pages
<PAGE> 9
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having that purpose or effect.
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: November 17, 1999 By: /s/ Warren A. Mackey
----------------------------------
Name: Warren A. Mackey
Title: President
Homestead Partners LP
By its General Partner
Arles Advisors Inc
Dated: November 17, 1999 By: /s/ Warren A. Mackey
----------------------------------
Name: Warren A. Mackey
Title: President
Arles Advisors Inc
Dated: November 17,1999 By: /s/ Warren A. Mackey
----------------------------------
Name: Warren A. Mackey
Title: President
Dated: November 17, 1999 By: /s/ Warren A. Mackey
----------------------------------
Name: Warren A. Mackey
Page 9 of 10 Pages
<PAGE> 10
Exhibit A
---------
AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13G
---------------------
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to
which this Exhibit is attached, and such Schedule 13G is filed on behalf of each
of them; and
(ii) Each of them is responsible for the timely filing of such
Schedule 13G 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.
Arles Partners LP
By its General Partner
Arles Advisors Inc
Dated: November 17, 1999 By: /s/ Warren A. Mackey
----------------------------------
Name: Warren A. Mackey
Title: President
Homestead Partners LP
By its General Partner
Arles Advisors Inc
Dated: November 17, 1999 By: /s/ Warren A. Mackey
----------------------------------
Name: Warren A. Mackey
Title: President
Arles Advisors Inc
Dated: November 17, 1999 By: /s/ Warren A. Mackey
----------------------------------
Name: Warren A. Mackey
Title: President
Dated: November 17, 1999 By: /s/ Warren A. Mackey
----------------------------------
Name: Warren A. Mackey
Page 10 of 10 Pages
