<PAGE> 1
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. )*
JADE FINANCIAL CORP.
------------------------------------------------------
(Name of Issuer)
Common Stock
------------------------------------------------------
(Title of Class of Securities)
469882104
------------------------------------------------------
(CUSIP Number)
Warren A. Mackey
767 Fifth Avenue, 5th Floor
New York, New York 10153
(212) 319-0871
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 15, 2000
------------------------------------------------------
(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. [X]
(Continued on following pages)
Page 1 of 12 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).
<PAGE> 2
CUSIP NO. 469882104 13D PAGE 2 of 12 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) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, 00
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 8 SHARED VOTING POWER
SHARES 30,000
BENEFICIALLY
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
30,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14 TYPE OF REPORTING PERSON
PN
* These are the same shares reported by Arles Advisers Inc over which it
as general partner exercises voting and dispositive power.
<PAGE> 3
CUSIP NO. 469882104 13D PAGE 3 of 12 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Homestead Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES 157,200
BENEFICIALLY
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
157,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14 TYPE OF REPORTING PERSON
PN
* These are the same shares reported by Arles Advisers Inc over which it
as general partner exercises voting and dispositive power.
<PAGE> 4
CUSIP NO. 469882104 13D PAGE 4 of 12 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arles Advisers Inc
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(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 8 SHARED VOTING POWER
SHARES 187,200
BENEFICIALLY
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
187,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
14 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 13D PAGE 5 of 12 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) [X]
(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 8 SHARED VOTING POWER
SHARES 187,200
BENEFICIALLY
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
187,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
14 TYPE OF REPORTING PERSON
IN
* These are the same shares reported by Arles Partners LP, Homestead
Partners LP and Arles Advisers Inc as subject to their shared voting
and dispositive power.
<PAGE> 6
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. )*
---------------------------------
Item 1. Security & Issuer.
(a). Title of Class of Equity Securities:
Common Stock, par value $.01 per share
(b). Name and Address of Issuer's Principal Executive Offices:
JADE FINANCIAL CORP.
213 West Street Road
Feasterville, Pennsylvania 19053
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
and Homestead Partners LP(collectively the "Limited
Partnerships"), Arles Advisers Inc (the "General
Partner" of each of the Limited Partnerships) 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. Homestead Partners LP is a Delaware
limited partnership formed for the purpose of
investing in, among other things, the equity
securities of various financial service providers.
Arles Advisers Inc, a New York company, is the
general partner of the Limited Partnerships. The
Filing Persons have entered into a Joint Filing
Agreement, dated March 15, 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
Page 6 of 12 Pages
<PAGE> 7
(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 Partnerships are a New York limited
partnership and a Delaware 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 Partnerships.
The sole shareholder and director of the General
Partner is Warren A. Mackey. The Limited
Partnerships, 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
Partnerships, the General Partner, or Warren A.
Mackey has been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors), nor 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;
Delaware for Homestead Partners LP; 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 $1,541,318. The Limited Partnerships' stock
purchases were in accounts carried at Banc of America
Securities LLC. Homestead Partners LP and Arles Partners LP
used borrowed funds from Banc of America Securities LLC to
purchase the stock identified as beneficially owned by each.
Item 4. Purpose of Transaction.
The securities covered by this statement were acquired for the
purpose of investment. At this date, the Filing Persons has
changed its purpose from passive to attempting to influence
the Issuer to adopt and implement steps to maximize
shareholders' value, including, but not limited to, publicly
disclose key aspects of the Issuer's equity investment in
BankZip.com, an Internet-banking startup, reevaluate the
Issuer's strategy regarding its equity investment in
BankZip.com, repurchase Issuer's common shares, issue a
tax-free cash dividend (return of capital), cease its
leveraging strategy in which the Issuer utilizes borrowed
funds to increase net interest income, and sell or merge the
Issuer. The Filing Persons intends to discuss these issues, as
well as other issues, with, among others, the Issuer's
management, the Issuer's board of directors and other
shareholders of the Issuer. The Filing Persons may request
representation on the Issuer's board of directors.
The above-stated purpose to control is unrelated to the Office
of Thrift Supervision ("OTS") regulations in 12 CFR Part 574.
Specifically, the Filing Persons are aware that regulations
promulgated by the OTS contain separate standards with regard
to acquisition of "control" of a federally chartered savings
institution, such as the Issuer's subsidiary bank. Those
regulations require OTS approval for acquisition of control
under certain conditions.
Page 7 of 12 Pages
<PAGE> 8
Some of the provisions are based in part on numerical criteria.
One of the provisions creates a rebuttable presumption of control
where a person acquires more than 10 percent of the voting stock
of a savings association and other conditions are met. Another
provision creates a rebuttable presumption of control where a person
acquires proxies to elect one-third or more of the savings associ-
ation's board of directors and other conditions are met. The Filing
Persons have no present plans to cross these numerical thresholds.
Item 5. Interest in Securities of the Issuer.
(a) According to a statement of earnings release dated January 28,
2000, the Issuer had 1,872,923 shares of stock issued and
outstanding as of the period ending December 31, 1999.
Accordingly, the 187,200 shares owned by the Limited
Partnerships represent 9.99% of the Issuer's issued and
outstanding shares as of December 31, 1999. The reference in
Item 13 of the cover pages (pages 4 and 5) to 10% beneficial
ownership does not mean that the General Partner or Mr. Mackey
controls 10% of the Issuer. SEC Schedule 13D reporting rules
require the filer to indicate beneficial ownership rounded to
the nearest tenth (one place after the decimal point). To be
precise, the General Partner and Mr. Mackey may be deemed to
own beneficially 9.99507% of the Issuer.
(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
Partnerships' 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 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 Partnerships 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 Partnerships,
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 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 and
with funds borrowed from Banc of America Securities LLC. 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
Page 8 of 12 Pages
<PAGE> 9
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. At March 15,2000, no amount was outstanding
on this margin account to finance Arles Partners LP's investment in the
Issuer.
The shares of common stock reported herein as having been acquired by
Homestead Partners LP were acquired by Homestead Partners LP with the
general working capital of Homestead Partners LP and with funds
borrowed from Banc of America Securities LLC. These shares of common
stock are held by Homestead Partners LP in a margin account with Banc
of America Securities LLC and, consequently, act as collateral for any
loans extended to Homestead Partners LP by Banc of America Securities
LLC. Homestead 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. At
March 15, 2000 the amount outstanding under said margin account was
$495,963, all of which is used to finance the investment in the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit A- Joint Filing Agreement
Exhibit B- Schedule of Purchases
Page 9 of 12 Pages
<PAGE> 10
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 Advisers Inc
Dated: March 15, 2000 By: /s/ Warren A. Mackey
----------------------------------
Name: Warren A. Mackey
Title: President
Homestead Partners LP
By its General Partner
Arles Advisers Inc
Dated: March 15, 2000 By: /s/ Warren A. Mackey
----------------------------------
Name: Warren A. Mackey
Title: President
Arles Advisers Inc
Dated: March 15,2000 By: /s/ Warren A. Mackey
----------------------------------
Name: Warren A. Mackey
Title: President
Dated: March 15, 2000 By: /s/ Warren A. Mackey
----------------------------------
Name: Warren A. Mackey
Page 10 of 12 Pages
<PAGE> 11
Exhibit A
---------
AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13D
---------------------
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: March 15, 2000
Arles Partners LP
By its General Partner
Arles Advisers Inc
By: /s/ Warren A. Mackey
----------------------------------
Name: Warren A. Mackey
Title: President
Arles Partners LP
By its General Partner
Arles Advisers Inc
By: /s/ Warren A. Mackey
----------------------------------
Name: Warren A. Mackey
Title: President
Arles Advisers Inc
By: /s/ Warren A. Mackey
----------------------------------
Name: Warren A. Mackey
Title: President
By: /s/ Warren A. Mackey
----------------------------------
Name: Warren A. Mackey
Page 11 of 12 Pages
<PAGE> 12
Exhibit B
---------
SCHEDULE OF PURCHASES
---------------------
1999
Trade Aggregate
Date Shares Price Cost
------- ------ ------- ---------
5-Oct 8,000 $8.625 $69,000
6-Oct 5,000 $8.563 $42,813
8-Oct 5,000 $8.000 $40,000
8-Oct 5,000 $8.250 $41,250
11-Oct 5,000 $8.063 $40,313
12-Oct 13,000 $8.111 $105,438
13-Oct 20,500 $8.125 $166,563
18-Oct 3,000 $8.000 $24,000
21-Oct 22,500 $8.000 $180,000
26-Oct 6,000 $8.000 $48,000
8-Nov 17,500 $8.188 $143,281
8-Nov 8,200 $8.156 $66,881
9-Nov 5,000 $8.188 $40,938
10-Nov 5,000 $8.188 $40,938
11-Nov 5,000 $8.188 $40,938
12-Nov 15,000 $8.219 $123,281
12-Nov 10,000 $8.188 $81,875
16-Nov 28,500 $8.625 $245,813
Page 12 of 12 Pages
