February 13, 1998
Securities and Exchange Commission
Securities Filing Department
450 Fifth Street, NW
Washington, DC 20549
Re: TSB Financial, Inc.
Dear Sir or Madame:
Enclosed for filing under Rule 13d-1 under the Securities Exchange Act of 1934
is our final Schedule 13G filed on behalf of a group of TSB Financial, Inc.
stockholders.
As explained more fully in Exhibit A to Item 8, (i) Baupost Partners withdrew as
the managing general partner of certain investment limited partnerships for
which it acted as investment adviser, (ii) The Baupost Group, Inc. withdrew as a
general partner of the Investment Partnerships and transferred all of its assets
and liabilities to The Baupost Group, L.L.C., which succeeded to The Baupost
Group, Inc.'s investment adviser registration, (iii) The Baupost Group, L.L.C.
was admitted as the new managing general partner of the investment partnerships.
As a result of these transactions, the investment partnerships are managed
exclusively by their managing general partner, The Baupost Group, L.L.C., which
is registered as an investment adviser by virtue of its succession to the
registration of The Baupost Group, Inc. SAK Corporation is the Manager of The
Baupost Group, L.L.C.
Under cover of this letter, a copy of this filing are also being sent (via
Federal Express) to TSB Financial, Inc.
Sincerely,
THE BAUPOST GROUP, L.L.C.
By: SETH A. KLARMAN
Title: President
SAK CORPORATION
By: SETH A. KLARMAN
Title: President
SETH A. KLARMAN
By: SETH A. KLARMAN
cc: TSB Financial, Inc.
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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1 )
TSB Financial, Inc.
100 South Sampson Street, Tremont, IL 61568
(Name of Issuer)
Common Stock
(Title of Class of Securities)
872810106
(CUSIP Number)
Check the here if a fee is being paid with this statement: . (A fee is not
required if the filing 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).
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).
2
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*******************************************************************************
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON
The Baupost Group, L.L.C., 04-3402144
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The Commonwealth of Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5. WITH SOLE VOTING POWER
0
6. WITH SHARED VOTING POWER
0
7. WITH SOLE DISPOSITIVE POWER
0
8. WITH SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12. TYPE OF REPORTING PERSON *
IA
3
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*******************************************************************************
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON
SAK Corporation, 04-3334541
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The Commonwealth of Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5. WITH SOLE VOTING POWER
0
6. WITH SHARED VOTING POWER
0
7. WITH SOLE DISPOSITIVE POWER
0
8. WITH SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12. TYPE OF REPORTING PERSON *
HC
4
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*******************************************************************************
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON
The Baupost Group, Inc., 04-2752581
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The Commonwealth of Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5. WITH SOLE VOTING POWER
0
6. WITH SHARED VOTING POWER
0
7. WITH SOLE DISPOSITIVE POWER
0
8. WITH SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12. TYPE OF REPORTING PERSON *
IA
5
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*******************************************************************************
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON
Baupost Partners, 04-2878725
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The Commonwealth of Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5. WITH SOLE VOTING POWER
0
6. WITH SHARED VOTING POWER
0
7. WITH SOLE DISPOSITIVE POWER
0
8. WITH SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12. TYPE OF REPORTING PERSON *
IA
6
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*******************************************************************************
1. NAME OF REPORTING PERSON, S.S.OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON
Seth A. Klarman, ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5. WITH SOLE VOTING POWER
0
6. WITH SHARED VOTING POWER
0
7. WITH SOLE DISPOSITIVE POWER
0
8. WITH SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.00%
12. TYPE OF REPORTING PERSON *
HC
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*******************************************************************************
Item 1 (a) Name of Issuer:
TSB Financial, Inc.
1(b) Address of Issuer's Principal Executive Offices:
100 South Sampson Street, Tremont, IL 61568
Item 2 (a) Name of Person Filing:
(1) The Baupost Group, L.L.C.
(2) SAK Corporation
(3) The Baupost Group, Inc.
(4) Baupost Partners
(5) Seth A. Klarman
2(b) Address of Principal Business Offices or, if none, Residence:
(1) The Baupost Group, L.L.C.
44 Brattle Street, 5th Floor
Cambridge, Massachusetts 02138
(2) SAK Corporation
44 Brattle Street, 5th Floor
Cambridge, Massachusetts 02138
(3) The Baupost Group, Inc.
44 Brattle Street, 5th Floor
Cambridge, Massachusetts 02138
(4) Baupost Partners
44 Brattle Street, 5th Floor
Cambridge, Massachusetts 02138
(5) Seth A. Klarman
44 Brattle Street, 5th Floor
Cambridge, Massachusetts 02138
2(c) Citizenship:
(1) The Commonwealth of Massachusetts
(2) The Commonwealth of Massachusetts
(3) The Commonwealth of Massachusetts
(4) The Commonwealth of Massachusetts
(5) United States of America
2(d) Title of Class of Securities:
Common Stock
2(e) CUSIP Number:
872810106
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Item 3 If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check
whether the person filing is a:
(a) [ ]Broker or Dealer registered under Section 15 of the Act.
(b) [ ]Bank as defined in Section 3(a)(6) of the Act.
(c) [ ]Insurance Company as defined in Section 3(a)(19) of the Act.
(d) [ ]Investment Company registered under Section 8 of the Investment Company
Act.
(e) [X]Investment Advisor registered under Section 203 of the Investment
Advisers Act of 1940.
(f) [ ]Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income Security Act of 1974 or Endowment Fund;
see 240.13D-1(b)(1)(ii)(F).
(g) [X]Parent Holding Company, in accordance with 240.13D-1(b)(ii)(G) (Note:
See Item 7).
(h) [X]Group, in accordance with 240.13d-1(b)(1)(ii)(H).
Item 4 Ownership:
If the percent of the class owned, as of December 31 of the year covered by
the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a
right to acquire.
(a) Amount Beneficially Owned: (as of December 31, 1997)
(1) The Baupost Group, L.L.C.: 0
(2) SAK Corporation: 0
(3) The Baupost Group, Inc: 0
(4) Baupost Partners: 0
(5) Seth A. Klarman: 0
(6) By the group in the aggregate: 0
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(b) Percent of Class:
(1) The Baupost Group, L.L.C.: 0.00%
(2) SAK Corporation: 0.00%
(3) The Baupost Group, Inc: 0.00%
(4) Baupost Partners: 0.00%
(5) Seth A. Klarman: 0.00%
(6) By the group in the aggregate: 0.00%
(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
(1) The Baupost Group, L.L.C.: 0
(2) SAK Corporation: 0
(3) The Baupost Group, Inc.: 0
(4) Baupost Partners: 0
(5) Seth A. Klarman: 0
(6) By the group in the aggregate: 0
(i) sole power to dispose or to direct the disposition of
--- 0
(ii) shared power to dispose or to direct the disposition of
(1) The Baupost Group, L.L.C.: 0
(2) SAK Corporation: 0
(3) The Baupost Group, Inc.: 0
(4) Baupost Partners: 0
(5) Seth A. Klarman: 0
(6) By the group in the aggregate: 0
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Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ X ].
Item 6 Ownership of More than Five Percent on behalf of Another Person:
The Baupost Group, L.L.C. is a registered investment adviser. SAK
Corporation is the Manager of The Baupost Group, L.L.C. Seth A. Klarman, as
the sole Director of SAK Corporation and a controlling person of Baupost
Group, L.L.C., is deemed to have beneficial ownership under Section 13(d)
of the securities beneficially owned by Baupost Group, Inc. Securities
reported on this Schedule 13G as being beneficially owned by the Baupost
Group, L.L.C. include securities purchased on behalf of various limited
partnerships. No persons other than the persons filing this Schedule 13G
have an economic interest in the securities reported on which relates to
more than 5 percent of the class of securities.
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company:
N/A
Item 8 Identification and Classification of members of the Group:
This schedule has been filed pursuant to Rule 13d-1(b) (1)(ii)(H). Exhibit
A hereto sets forth the identity and Item 3 classification of each member
of the group.
Item 9 Notice of Dissolution of Group:
N/A
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Item 10 Certification:
By signing below the undersigned certifies that, to the best of its
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 such purpose or effect.
Signature
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
February 13, 1998
Date
THE BAUPOST GROUP, L.L.C.
By: SETH A. KLARMAN
Title: President
SAK CORPORATION
By: SETH A. KLARMAN
Title: President
SETH A. KLARMAN
By: SETH A. KLARMAN
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EXHIBIT A
Item 3
Member of Group Classification
(1) The Baupost Group, L.L.C. IA
(2) SAK Corporation HC
(3) The Baupost Group, Inc. IA
(4) Baupost Partners IA
(5) Seth A. Klarman HC
On January 2, 1998, (i) Baupost Partners withdrew as the managing general
partner of certain investment limited partnerships for which it acted as
investment adviser, (ii) The Baupost Group, Inc. withdrew as a general partner
of the investment partnerships and transferred all of its assets and liabilities
to The Baupost Group, L.L.C., which succeeded to The Baupost Group, Inc.'s
registration under the Investment Advisers Act of 1940, as amended, pursuant to
Section 203(g) thereof, (iii) The Baupost Group, L.L.C. was admitted as the new
managing general partner of the investment partnerships, (iv) Baupost Partners
merged with and into Baupost Partners, L.L.C. , and (v) Baupost Partners, L.L.C.
was admitted as a general partner of the investment partnerships. As a result of
these transactions, The Baupost Group, Inc. and Baupost Partners and its
successor Baupost Partners, L.L.C. ceased to be engaged in any investment
advisory business. The investment partnerships are managed exclusively by their
managing general partner, The Baupost Group, L.L.C., which is registered as an
investment adviser by virtue of its succession to the registration of The
Baupost Group, Inc. SAK Corporation is the Manager of The Baupost Group, L.L.C.
Seth A. Klarman is the sole Director of SAK Corporation.
EXHIBIT B
Agreement
The undersigned hereby agree that the Schedule 13G of which this Exhibit B is a
part is filed on behalf of each of the undersigned.
February 13, 1998
Date
THE BAUPOST GROUP, L.L.C.
By: SETH A. KLARMAN
Title: President
SAK CORPORATION
By: SETH A. KLARMAN
Title: President
SETH A. KLARMAN
By: SETH A. KLARMAN
13
