UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SUBURBFED FINANCIAL CORP.
(NAME OF ISSUER)
COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
86428L 106
(CUSIP NUMBER)
Mr. John Palmer or Mr. Richard Lashley
One Financial Place, Suite 1021, 440 South LaSalle
Chicago, IL 60605
(312) 663-3458
(NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
April 9, 1997
(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 [ ].
Page 1 of 10 Pages
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CUSIP NO. 86428L-106 PAGE 2 of 10 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FINANCIAL EDGE FUND, L.P. 36-4050716
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP A (X)
B ( )
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC,PF,OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS
2(d) or 2(e) ( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
0
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
60,334
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER
0
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
60,334
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
FINANCIAL EDGE FUND, L.P. 60,334
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14. TYPE OF REPORTING PERSON
PN
Page 2 of 10 Pages
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CUSIP NO. 86428L-106 PAGE 3 of 10 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN W. PALMER ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP A (X)
B ( )
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC,PF,OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS
2(d) or 2(e) ( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
1,000
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
60,334
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER
1,000
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
60,334
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
JOHN W. PALMER 61,334
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14. TYPE OF REPORTING PERSON
IN
Page 3 of 10 Pages
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CUSIP NO. 86428L-106 PAGE 4 of 10 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD J. LASHLEY ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP A (X)
B ( )
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC,PF,OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS
2(d) or 2(e) ( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
4,000
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
64,334
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER
4,000
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
64,334
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
RICHARD J. LASHLEY 64,334
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14. TYPE OF REPORTING PERSON
IN
Page 4 of 10 Pages
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CUSIP NO. 86428L-106 Page 5 of 10 Pages
ITEM 1. SECURITY AND ISSUER
This Statement relates to the common stock, par value $.01 per share (the
"Common Stock"), of SuburbFed Financial Corp., an Illinois chartered
holding company for a company for a capital stock savings bank (the
"Company"). The Company's principal executive offices are located at 3001
West Vollmer Road, Flossmoor, Illinois 60422.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by: Mr. John Palmer and Mr. Richard Lashley,
with respect to the shares of Common Stock beneficially owned by PL Capital,
LLC, a Delaware limited liability corporation ("PL Capital"), as the General
Partner") for the Financial Edge Fund, L.P., a Delaware limited partnership
("Financial Edge"), with respect to the shares of Common Stock directly owned
by it.
Additionally, this statement is filed by: Mr. John Palmer an
individual, with respect to the shares of Common Stock beneficially
owned by Mr. Palmer.
Additionally, this statement is filed by: Mr. Richard Lashley an
individual, with respect to the shares of Common Stock beneficially
owned by Mr. Lashley.
(b) The business address of Mr. Palmer and Mr. Lashley is One Financial
Place, Suite 1021, 440 South LaSalle, Chicago, Illinois 60605. The address
of the principal business and principal office of PL Capital and Financial
Edge is One Financial Place, Suite 1021, 440 South LaSalle, Chicago, Illinois
60605.
(c) Mr. Palmer and Mr. Lashley serve as the Managing Members of PL
Capital, which is the General Partner of Financial Edge. The principal
business of Financial Edge is serving as a private investment limited
partnership investing in financial institutions.
(d) None of the persons or partnerships referred to in paragraph (a)
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similiar misdemeanors).
(e) None of the persons or partnerships referred to in paragraph (a)
has, during the last five years, been 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 judgement, 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) Mr. Palmer, and Mr. Lashley are United States citizens. Financial
Edge is a limited partnership organized under the laws of the State of
Delaware. PL Capital is a limited liability corporation organized under the
laws of the State of Delaware.
Page 5 of 10 Pages
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CUSIP NO. 86428L-106 Page 6 of 10 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The net investment cost (including commissions, if any) of the shares of
Common Stock owned directly by Financial Edge is approximately $1,200,000.
The net investment cost (including commissions, if any) of the shares of
Common Stock directly owned by Mr. Palmer is approximately $22,000.
The net investment cost (including commissions, if any) of the shares of
Common Stock directly owned by Mr. Lashley is approximately $82,000.
The shares of Common Stock purchased by Financial Edge were purchased
with working capital and on margin. The shares of Common Stock purchased
by Mr. Palmer and Mr. Lashley were purchased with working capital and on
margin.
Financial Edge's margin transactions are with Bear Stearns Securities
Corp., on such firm's usual terms and conditions. Mr. Palmer and Mr.
Lashley's margin transactions are with Fidelity investments and Charles
Schwab & Co., Inc., on such firms' usual terms and conditions. All or part
of the shares of Common Stock directly owned by Mr. Palmer and Mr. Lashley
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 Mr. Palmer and Mr. Lashley. All or part of the shares of Common
Stock directly owned by Financial Edge 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 Financial Edge. 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
The purpose of the acquisition of the shares of Common Stock by Financial
Edge, Mr. Palmer and Mr. Lashley, is for investment, and the purchases of
the shares of Common Stock by Financial Edge, Mr. Palmer and Mr. Lashley
were made in the ordinary course of business and were not made for the
purpose of acquiring control of the Company. Although the acquisition of
the shares of Common Stock by Financial Edge, Mr. Palmer and Mr. Lashley,
is for investment purposes, Financial Edge, Mr. Palmer and Mr. Lashley, may
pursue discussions with management to find ways to maximize short and long-
term value for shareholders. Each may make further purchases of shares of
Common Stock from time to time and may dispose of any or all of the shares
of Common Stock held by it at any time. Neither Financial Edge, Mr. Palmer
nor Mr. Lashley has any plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (b) through (j),
inclusive of Item 4 of Schedule 13D. Such entities may, at any time and
from time to time, review or reconsider their positions and formulate plans
or proposals with respect thereto.
Page 6 of 10 Pages
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CUSIP NO. 86428L-106 Page 7 of 10 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The following information is as of April 9, 1997. The percentages used in
Item 5 are calculated based upon the 1,254,763 shares stated by the Company
to be issued and outstanding as of December 31, 1996.
(A) PL Capital
(a) Aggregate number of shares beneficially owned: 60,334
Percentage: 4.8%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 60,334
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 60,334
(c) The following transactions have been effected by or on behalf of
Financial Edge over the past sixty days:
DATE PURCHASED NO. OF SHARES PRICE TRANSACTION
- -------------- ------------- ----- -----------
2/4/97 14,500 21.50 Open Market
3/3/97 750 22.90 Open Market
3/10/97 1,500 23.00 Open Market
3/11/97 225 23.00 Open Market
3/12/97 460 23.15 Open Market
3/14/97 150 23.14 Open Market
3/26/97 400 23.16 Open Market
3/27/97 1,000 23.62 Open Market
4/4/97 2,500 23.36 Open Market
4/9/97 449 22.87 Open Market
(d) PL Capital, the General Partner of Financial Edge, has the power to
direct the affairs of Financial Edge, including decisions respecting
the disposition of the proceeds from the sale of the shares. Mr.
Palmer and Mr. Lashley are the Managing Members of PL Capital, and,
in that capacity, direct its operations.
(e) Not applicable.
Page 7 of 10 Pages
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CUSIP NO. 86428L-106 Page 8 of 10 Pages
B. Mr. John Palmer
(a) Aggregate number of shares beneficially owned: 1,000
Percentage: 0.08%
(b) 1. Sole power to vote or to direct vote: 1,000
2. Shared power to vote or to direct vote: 60,334
3. Sole power to dispose or to direct the disposition: 1,000
4. Shared power to dispose or to direct the disposition: 60,334
(c) The following transaction has been effected by or on behalf of
Mr. Palmer over the past sixty days.
DATE PURCHASED NO. OF SHARES PRICE TRANSACTION
- -------------- ------------- ----- -----------
2/25/97 1,000 22 Open Market
(d) Mr. Palmer, a General Partner of PL Capital, has the power to
direct the affairs of PL Capital, the General Partner of Financial
Edge, which has the power to direct the affairs of Financial
Edge, including decisions respecting the disposition of the
proceed from the sale of the shares.
(e) Not applicable.
C. Mr. Richard Lashley
(a) Aggregate number of shares beneficially owned: 4,000
Percentage: 0.3%
(b) 1. Sole power to vote or to direct vote: 4,000
2. Shared power to vote or to direct vote: 64,334
3. Sole power to vote or to direct the disposition: 4,000
4. Shared power to dispose or to direct the disposition: 64,334
(c) The following transactions have been effected by or on behalf
of Mr. Lashley over the past sixty days:
DATE PURCHASED NO. OF SHARES PRICE TRANSACTION
- -------------- ------------- ----- -----------
2/20/97 1,000 22 Open Market
3/4/97 1,000 22.75 Open Market
(d) Mr. Lashley, a General Partner of PL Capital, has the power to
direct the affairs of PL Capital, the General Partner of Financial Edge, which
has the power to direct the affairs of Financial Edge, including decisions
respecting the disposition of the proceeds from the sale of the shares.
(e) Not Applicable.
Item 6. Contacts, Arrangements, Understandings or Relationships with Respect
to Securities to the Issuer
There are no contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in Item 2 hereof and between such
persons and any person with respect to any securities of the Company,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies, except for sharing of profits.
Item 7. Materials to be Filed as Exhibits
N/A
Page 8 of 10 Pages
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SIGNATURES
After reasonable inquiry and to the best interest of our knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct:
Dated: April 10, 1997
FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
--------------- -------------------
John Palmer Richard Lashley
Manager Member Managing Member
Page 9 of 10 Pages
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certifies that the information set forth in thes statement
is true, compelte and correct.
Dated: April 10, 1997
By: /s/ John Palmer /s/Richard Lashley
--------------- ------------------
John Palmer Richard Lashley
Page 10 of 10 Pages
