UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
---
Bankers First Corporation
-----------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
-------------------------------------------
(Title of Class of Securities)
066157 10 8
--------------
(CUSIP Number)
Lawrence Levitt, Chief Financial Officer, Odyssey Partners, L.P.
31 West 52nd Street, New York, N.Y. 10019 (212)708-0600
-------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 1, 1995
---------------------------------------------------------
(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 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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
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.
The information required on the remainder of this cover shall not be deemed to
be "filed" for the purpose of Section 13 of the Securities Exchange Act of
1934 (the "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).
<PAGE>
<TABLE>
SCHEDULE 13D
- --------------------------------------------------------------- ----------------------------------------------
CUSIP No. 066157 10 8 Page 2 of 6 Pages
- --------------------------------------------------------------- ----------------------------------------------
<S> <C>
- ------------------- ---------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Odyssey Partners, L.P. (E.I. No. 13-5614745)
- ------------------- ---------------------------------------------------------------------------------------------------------------
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)
- ------------------- ---------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------- ---------------- ----------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 215,600 shares of Common Stock (see Item 5)
BENEFICIALLY
OWNED BY ---------------- ----------------------------------------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON
WITH ---------------- ----------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
215,600 shares of Common Stock (see Item 5)
---------------- ----------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------- ---------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,600 shares of Common Stock (see Item 5)
- ------------------- ---------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- ------------------- ---------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5% (see Item 5)
- ------------------- ---------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ------------------- ---------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 6
</TABLE>
Page 2 of 6
<PAGE>
This Amendment No. 1 amends and restates in its entirety the Statement on
Schedule 13D (the "Schedule 13D") filed by Odyssey Partners, L.P., a Delaware
limited partnership ("Odyssey") with the Securities and Exchange Commission on
or about May 13, 1993, with respect to the Common Stock, $.01 par value (the
"Common Stock"), of Bankers First Corporation (the "Company").
Item 1. Security and Issuer.
-------------------
This statement relates to the Common Stock of the Company. The address of
the principal executive office of the Company is One 10th Street, Augusta,
Georgia 30901.
Item 2. Identity and Background.
-----------------------
The person filing this Amendment No. 1 is Odyssey. Odyssey is a private
investment partnership with substantial equity capital invested in marketable
securities and closely held businesses. Odyssey's principal executive office is
31 West 52nd Street, New York, New York 10019.
Odyssey has six general partners (individually, a "General Partner" and,
collectively, the "General Partners"): Leon Levy, Jack Nash, Joshua Nash,
Stephen Berger, Brian Wruble and Nash Family Partnership, L.P., a New York
limited partnership. The business address of each General Partner is 31 W. 52nd
Street, New York, N.Y. 10019. The principal occupation of Messrs. Levy, Jack
Nash, Joshua Nash, Berger and Wruble (each of whom is a citizen of the United
States) is to serve as a general partner of Odyssey. The principal business of
Nash Family Partnership, L.P. is investments. The general partner of Nash Family
Partnership, L.P. is Joshua Nash.
During the last five years, neither Odyssey nor any General Partner has
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it 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.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
As previously reported on the Schedule 13D, through open market purchases
effected during the period from June 30, 1992 through May 5, 1993, Odyssey
acquired beneficial ownership of an aggregate of, as of May 5, 1993, 298,000
shares of Common Stock, for an
Page 3 of 6
<PAGE>
aggregate purchase price of $2,986,997.00 (including brokerage commissions),
which funds were derived from Odyssey's working capital.
As reported in item 5(c), on November 1, 1995 Odyssey sold an aggregate of
100,100 shares of Common Stock in open market transactions, thereby reducing
its beneficial ownership of the Common Stock to less than 5%.
No part of the purchase price for the Common Stock beneficially owned by
Odyssey is or will be represented by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading, or voting
Common Stock. All or part of the shares of Common Stock beneficially owned by
Odyssey may from time to time be pledged with one or more banking institutions
or brokerage firms as collateral for loans made by such bank(s) or brokerage
firm(s) to Odyssey. Such loans bear interest at a rate based upon the broker's
call rate from time to time in effect. Such indebtedness may be refinanced with
other banks or broker-dealers.
Item 4. Purpose of Transaction.
----------------------
Odyssey considers its interest in the Common Stock to be an investment.
Odyssey may purchase additional shares of Common Stock from time to time in the
open market, in privately negotiated transactions, or otherwise. Odyssey may
also dispose of any or all of the shares of Common Stock beneficially owned by
it in the open market, in privately negotiated transactions, or otherwise.
Except as set forth in this Item 4, neither Odyssey nor, to the best
knowledge of Odyssey, any General Partner, has any present plans or intentions
which would result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) After giving effect to the transactions described in item 5(c),
Odyssey beneficially owns an aggregate of 215,600 shares of Common Stock,
representing approximately 4.5% of the outstanding shares of Common Stock.
(A total of 4,745,011 shares of Common Stock were outstanding at August 9,
1995, as reported by the Company in its Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1995.) To the best of Odyssey's knowledge, none
of the General Partners beneficially owns any Common Stock, other than in its
capacity as a general partner of Odyssey.
(b) Odyssey has the sole power to vote and dispose of the shares of Common
Stock beneficially owned by it, and does not share with others the power to vote
or to direct the vote of, or the power to dispose or to direct the disposition
of, any of the shares of Common Stock beneficially owned by it, except that all
General Partners (excluding the Nash Family Partnership, L.P.) share voting and
dispositive power over such shares of Common Stock.
Page 4 of 6
<PAGE>
(c) On November 1, 1995, Odyssey sold, through open-market
transactions effected on the NASDAQ National Market System, shares of Common
Stock, as set forth below:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Number of Shares Price Per Share* Total
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
55,100 $26.3398 $1,451,322.98
- -----------------------------------------------------------------------------------------------------------
20,000 26.25 525,000.00
- -----------------------------------------------------------------------------------------------------------
25,000 26.25 656,250.00
- -----------------------------------------------------------------------------------------------------------
</TABLE>
Except as provided above, neither Odyssey nor any General Partner has effected
any transactions in the Common Stock during the 60 days preceding the date of
this Amendment No. 1.
(d) Not applicable.
(e) Odyssey ceased to be the beneficial owner of more than five percent of
the Common Stock as of November 1, 1995.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
------------------------------
The shares of Common Stock reported herein do not include 11,000 shares of
Common Stock beneficially owned by Jeffrey Gendell, a Group A Limited Partner
and employee of Odyssey. Odyssey disclaims beneficial ownership of such shares.
Neither Odyssey nor, to the best of Odyssey's knowledge, any General Partner,
has entered into any contract, arrangement, understanding or relationship
(legal or otherwise) with any person with respect to any securities of the
Company.
- ----------------------
*Inclusive of commissions.
Page 5 of 6
<PAGE>
Item 7. Material to be Filed as Exhibits.
---------------------------------
Not applicable.
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: November 3, 1995
ODYSSEY PARTNERS, L.P.
By: /s/ Jack Nash
-----------------
Jack Nash
General Partner
Page 6 of 6
