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. 2)*
FORREST CITY FINANCIAL CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
346504103
(CUSIP Number)
Philip V. Oppenheimer
119 West 57th Street
New York, New York 10019 (212) 489-7527
(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
April 9, 1999
(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(e), 13d-1(f) or 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 13d-7(b) 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).
Page 1 of 5 Pages
<PAGE>
CUSIP No. 346504103 13D Page 2 of 5 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
P. Oppenheimer Investment Partnership LP
a Delaware Limited Partnership Tax ID #: 13-3450444
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
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
NUMBER OF 9,219
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,219
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,219
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.78%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 346504103 SCHEDULE 13D AMENDED
Item 1. Security and Issuer.
This statement relates to the Common Stock of Forrest City Financial
Corporation (the "Issuer"). The Issuer's principal executive offices are located
at 715 North Washington Street Forrest City, Arkansas 72335-7935
Item 2. Identity and Background.
(a) The name of the person filing this statement is P. Oppenheimer Investment
Partnership L.P., a Delaware limited partnership (the "Partnership"). Oppvest,
LLC, a Delaware limited liability corporation, is the general partner of the
Partnership. Philip V. Oppenheimer and Mark H. Close are the
managing members of Oppvest, LLC.
(b) The principal business address of the Partnership, Oppvest, Philip V.
Oppenheimer and Mark H. Close is 119 West 57th Street, New York, New York 10019.
(c) The principal business of the Partnership is to purchase, sell, trade and
invest in securities. The principal business of Oppvest, LLC is the furnishing
of administrative support for the limited partnerships for which it is the
general partner. The principal business of Philip V. Oppenheimer is to serve as
President of Oppenheimer + Close, Inc., and act as managing member of Oppvest.
The principal business of Mark H. Close is acting as a managing member of
Oppvest and as an analyst for Oppenheimer + Close, Inc.
(d) During the last five years, none of the persons or entities listed in the
response to Item 2 (a) above has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the persons or entities listed in the
response to Item 2 (a) above was 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.
(f) Philip V. Oppenheimer and Mark H. close are both citizens of the United
States of America.
Page 3 of 5 Pages
<PAGE>
CUSIP No. 346504103 SCHEDULE 13D AMENDED
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable
Item 4. Purpose of the Transaction.
The Partnership has sold 9,000 of its shares of the Common Stock of the
Issuer in the ordinary course of its trade or business of purchasing, selling,
trading and investing in securities. Depending on market conditions and other
factors that it may deem material, the Partnership may purchase additional
shares of the Issuer's Common Stock or may dispose of all or a portion of the
Issuer's Common Stock it now owns or may hereafter acquire.
Item 5. Interest in Securities of the Issuer.
(a) The Partnership owns 9,219 shares of the Issuer's Common Stock. Based upon
192,637 shares of the Issuer's Common Stock issued and outstanding, the
Partnership's ownership represents 4.786 percent of the class. Philip V.
Oppenheimer, Mark H. Close and Oppvest, LLC do not own any shares of the
Issuer's Common Stock.
(b) This information is provided in items 7-10 of the Cover Page.
(c) The Partnership sold 9,000 shares of the Issuer's Common Stock on April 9,
1999 at a price (excluding commissions) of $25.00 per share. All of such shares
were sold to the issuer.
(d) No person other than the Partnership has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of the Issuer's Common Stock owned by the Partnership.
(e) Not applicable.
Page 4 of 5 Pages
<PAGE>
CUSIP No. 346504103 SCHEDULE 13D AMENDED
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Not applicable.
Item 7. Material to Be Filed as Exhibits.
Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, the
Partnership certifies that the information set forth in this statement is true,
complete and correct.
Date: May __, 1999
P. OPPENHEIMER INVESTMENT PARTNERSHIP LP
By: OPPVEST, LLC, General Partner
By: /s/ Mark Close
--------------------------------
Name: Mark Close
Title: Managing Member
Page 5 of 5 Pages
