UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20459
SCHEDULE 13D
(Amendment No.1)
Under the Securities Exchange Act of 1934
OTTAWA FINANCIAL CORPORATION
(Name of Issuer)
Common Stock , $.01 Par Value
(Title of Class of Securities)
689 389 104
(CUSIP Number)
Mr. George P. Schwartz, CFA, President
Schwartz Investment Counsel, Inc.
3707 W. Maple Road
Bloomfield Hills, MI 48301
(810) 644-8500
With a copy to:
David M. Leahy, Esq.
Sullivan & Worcester LLP
1025 Connecticut Avenue, NW
Washington, DC 20036
(202) 775-8190
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of person(s) filing statement)
March 24, 1998
(Date of Event which Requires Filing of this Statement)
- --------------------------------------------------------------
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13-d-1(b)(3) or (4), check the following [X].
<PAGE>
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting persons
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>
Cusip No. 689 389 104
- --------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON
Schwartz Investment Trust on behalf of its series fund, Schwartz Value
Fund (SVF), FEIN 31-6456713
- --------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
---
- --------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- --------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
- --------------------------------------------------------------
7. SOLE VOTING POWER
181,500
NUMBER OF SHARES ------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON NONE
WITH
------------------------------------------
9. SOLE DISPOSITIVE POWER
181,500
------------------------------------------
10. SHARED DISPOSITIVE POWER
NONE
- --------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
<PAGE>
181,500
- --------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
- --------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IV
- --------------------------------------------------------------
<PAGE>
Cusip No. 689 389 104
- --------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON
Schwartz Investment Counsel, Inc. (SICI)
Fein 38-2325495
- --------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
---
- --------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- --------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
- --------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY
OWNED BY 121,020
REPORTING PERSON ------------------------------------------
WITH 8. SHARED VOTING POWER
42,390
------------------------------------------
9. SOLE DISPOSITIVE POWER
121,020
------------------------------------------
10. SHARED DISPOSITIVE POWER
42,390
- --------------------------------------------------------------
<PAGE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
163,410
- --------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
- --------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IA
- --------------------------------------------------------------
<PAGE>
Cusip No. 689 389 104
- --------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON
G&G Partners Limited Partnership
FEIN 38-2463857
- --------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
---
- --------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- --------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
- --------------------------------------------------------------
7. SOLE VOTING POWER
175,540
NUMBER OF SHARES ------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON
WITH NONE
------------------------------------------
9. SOLE DISPOSITIVE POWER
175,540
------------------------------------------
10. SHARED DISPOSITIVE POWER
NONE
- --------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
<PAGE>
175,540
- --------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
- --------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------
<PAGE>
Cusip No. 689 389 104
- --------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON
George P. Schwartz
FEIN ###-##-####
- --------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
---
- --------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------
4. SOURCE OF FUNDS
PF
- --------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------
7. SOLE VOTING POWER
5,830
NUMBER OF SHARES ------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON
WITH NONE
------------------------------------------
9. SOLE DISPOSITIVE POWER
5,830
------------------------------------------
10. SHARED DISPOSITIVE POWER
NONE
- --------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
<PAGE>
5,830
- --------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- --------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------
<PAGE>
Cusip No. 689 389 104
- --------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON
Gregory J. Schwartz
FEIN ###-##-####
- --------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
---
- --------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------
4. SOURCE OF FUNDS
PF
- --------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------
7. SOLE VOTING POWER
2,200
NUMBER OF SHARES ------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON
WITH NONE
------------------------------------------
9. SOLE DISPOSITIVE POWER
2,200
------------------------------------------
10. SHARED DISPOSITIVE POWER
NONE
- --------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
<PAGE>
2,200
- --------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%
- --------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------
<PAGE>
This amended statement on Schedule 13D is filed on behalf of Schwartz Investment
Counsel, Inc., a Michigan corporation and a registered investment adviser
("SICI"), and related entities: Schwartz Value Fund, a series of Schwartz
Investment Trust, an Ohio Business Trust ("SVF"), G&G Partners Limited
Partnership, a Michigan limited partnership ("G&G"), George P. Schwartz, and
Gregory J. Schwartz. This statement on Schedule 13D is filed relative to the
acquisition of certain common stock, $.01 par value per share (the "Common
Stock"), issued by Ottawa Financial Corporation, the holding company for
Ameribank (formerly Ottawa Savings Bank, FSB), organized under the laws of the
State of Delaware (the "Issuer").
ITEM 1. Security and Issuer.
Security: Common Stock, $.01 par value per share
(CUSIP No. 689 389 104)
Issuer: Ottawa Financial Corporation
245 Central Avenue
Holland, Michigan 49423
ITEM 2. Identity and Background.
The identity and background of SICI and related entities is as follows:
SICI is a Michigan corporation and a registered investment adviser engaged
principally in the business of providing investment counseling services. SICI is
an investment adviser to SVF and G&G. SICI conducts its principal business at,
and its principal business address is, 3707 West Maple Road, Bloomfield Hills,
Michigan 48301.
SVF is a series of Schwartz Investment Trust, a diversified open-end management
investment company established as an Ohio Business Trust engaged principally in
the business of investing in securities. SVF conducts its principal business at,
and its principal business address is, 3707 West Maple Road, Bloomfield Hills,
Michigan 48301.
G&G is a Michigan limited partnership engaged principally in the business of
investing in securities. G&G Partners Limited Partnership conducts its principal
business at, and its principal business address is, 3707 West Maple Road,
Bloomfield Hills, Michigan 48301.
The general partner of G&G is G&G Management, a Michigan co- partnership engaged
principally in the business of investing in securities. G&G Management conducts
its principal business at, and its principal business address is, 3707 West
Maple Road, Bloomfield Hills, Michigan 48301.
<PAGE>
George P. Schwartz is an individual and a citizen of the United States of
America whose business address is 3707 West Maple Road, Bloomfield Hills,
Michigan 48301. Mr. Schwartz is a director, president and Chief Executive
Officer of SICI and President of SVF.
Gregory J. Schwartz is an individual and a citizen of the United States of
America whose business address is 3707 West Maple Road, Bloomfield Hills,
Michigan 48301. Mr. Schwartz is President and CEO of Gregory J. Schwartz & Co.,
Inc., a registered broker-dealer headquartered in Bloomfield Hills, Michigan.
Mr. Schwartz is also a director of SICI and Chairman of SVF.
During the last five years, none of the persons and entities identified in this
Item 2 have been either (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 that
either resulted in a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activity subject to, federal or state security
laws or found a violation with respect to such laws. None of the persons and
entities identified in this Item 2 are 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.
Although the reporting persons' beneficial ownership has changed as reported in
item 5 hereof, this amendment is filed to report the plans and proposals
outlined to the Board of Directors of the Issuer on March 24, 1998 and not to
report a purchase.
ITEM 4. Purpose of Transaction.
The Issuer's shares were purchased primarily for investment purposes. In
addition, however, SICI and certain related entities, may take steps that it
deems appropriate to enhance
<PAGE>
shareholder value, and attempt to increase the price of the Issuers shares. Such
steps could include urging management and the Board of Directors of the Issuer
to reduce expenses, close branches, modify management programs, initiate new
operating procedures, re-purchase shares for the treasury, or seek out strategic
opportunities including the merger of the Issuer with another financial
institution for the benefit of all of the Issuers shareholders. SICI also may
speak to other shareholders of the Issuer to communicate its concerns about the
operations of the Issuer. In addition, SICI may talk to members of management or
directors of other financial institutions to ascertain their possible interest
in acquiring the Issuer at a fair and reasonable price for the benefit of all of
the Issuer's shareholders. SICI and related entities have in the past, purchased
meaningful equity interests in other savings institutions, banks and
corporations not involved in the financial services industry. These holdings
have exceeded, in some cases, five percent of the outstanding shares, and
appropriate filings have been made with the Securities and Exchange Commission.
In some cases, SICI has encouraged the Board of Directors to seek strategic
opportunities including, but not limited to, pursuing mergers, and sale of the
company for the benefit of all shareholders. SICI's past investments have
included First Federal Savings of Kalamazoo (later merged into Standard Federal
Bancorp), First Federal Savings of Lenawee (later merged into Standard Federal
Bancorp), Peoples Bancorp and D&N Financial Corporation. In the case of D&N
Financial Corp., SICI participated in a successful proxy contest, to elect two
representatives to the Board of Directors. Subsequently, the Board of Directors
of D&N Financial replaced several members of senior management, including the
chief executive officer, which SICI believes was instrumental in the
institutions subsequent improved profitability.
SICI has talked to management of the Issuer and expressed its concerns about the
Issuer's level of profitability, expense controls and other related matters. In
addition, SICI has expressed to management that it believes that management
should immediately take steps to improve the Issuer's net interest margins,
reduce the Issuer's expense ratio, and improve the Issuer's efficiency ratio.
Also, SICI has expressed its belief to management of the Issuer, that if
satisfactory progress cannot be made in these and other areas of operations in a
reasonable period of time, the Board of Directors of the Issuer should seek
merger or affiliation with a larger financial institution whereby economies of
scale could be brought to bear. SICI also believes that if such an extraordinary
corporate transaction were to be implemented in the future, it could be in the
best interest of Issuer's shareholders, depositors of Ameribank, customers,
employees, suppliers, and communities served.
On March 24, 1998 at the invitation of the Board of Directors of the Issuer,
George P. Schwartz, CFA, attended a meeting of the Board of Directors. At that
meeting, Mr. Schwartz recommended that the directors authorize an additional
share repurchase program, and take steps in the immediate future to seek a
merger partner, whereby economies of scale could be brought to bear, and
shareholder value could be maximized, for the benefit of all shareholders.
At the meeting, Mr. Schwartz stated his view that economic and market forces had
produced an unusual if not unique opportunity on which the shareholders of the
Issuer could capitalize. He further stated that based on research by SICI, many
larger financial institutions with greater resources than the Issuer, could be
logical, suitable and willing acquirors of the Issuer at a price which would
represent a substantial premium to the current market price of the Issuer's
stock. In addition, Mr. Schwartz stated his view that shareholders of the Issuer
could receive a substantial economic benefit from such a transaction, as well as
employees, customers, depositors, suppliers and the communities served by the
Issuer.
At the meeting of the Issuer's Board of Directors, Mr. Schwartz advised the
Board that if the Board did not take action in connection with such a plan in
1998, he would consider seeking board representation by proposing his own slate
of directors for a vote of shareholders at the April 1999 meeting of
shareholders of the Issuer.
<PAGE>
SICI, in the ordinary course of its investment management practice, has
purchased shares of hundreds of other companies, as strictly a passive investor.
It has held many issues for several years. SICI presently plans to hold the
Issuer's shares for an indefinite period of time, but reserves the right to sell
such shares in the open market or in privately negotiated transactions to third
parties, without prior notification to the Issuer and without making a prior
public announcement of same.
ITEM 5. Interest in Securities of the Issuer.
(a) (i) SICI is the owner of 163,410 shares of Common Stock of the Issuer,
which constitutes 3.1% of the 5,311,911 shares of Common Stock issued and
outstanding as of December 31, 1997.
(ii) SVF is the owner of 181,500 shares of Common Stock of the Issuer,
which constitutes 3.4% of the 5,311,911 shares of Common Stock issued and
outstanding as of December 31, 1997.
(iii) G&G is the owner of 175,540 shares of Common Stock of the Issuer,
which constitutes 3.3% of the 5,311,911 shares of Common Stock issued and
outstanding as of December 31, 1997.
(iv) George P. Schwartz is the owner of 5,830 shares of Common Stock of the
Issuer, which constitutes 0.1% of the 5,311,911 shares of Common Stock issued
and outstanding as of December 31, 1997.
(v) Gregory J. Schwartz is the owner of 2,200 shares of Common Stock of the
Issuer, which constitutes 0.04% of the 5,311,911 shares of Common Stock issued
and outstanding as of December 31, 1997.
(b) With the exception of SICI, each of the entities has the sole power to
vote, or to direct the voting of, and the sole power to dispose of, or to direct
the disposition of, its shares of Common Stock of the Issuer. SICI does not have
any power to vote, or to direct the voting of its shares of Common Stock of the
Issuer. SICI has the sole power to dispose or to direct the disposition of and
to vote or to direct the voting of 121,020 shares of its Common Stock of the
Issuer, and shared power to dispose or to direct the disposition of 42,390 and
to vote or to direct the voting of shares of its Common Stock of the Issuer.
(c) Except as described below, none of the entities has effected any
transaction in the Common Stock of the Issuer in the past 60 days.
<PAGE>
Trade Price
Seller Date Shares Per share Broker
SICI 03/04/98 250 $29.00 Paine Webber
SICI 03/06/98 200 $28.75 Charles Schwab & Co.
G&G 03/31/98 4200 $29.25 Instinet
(d) Except for SICI, each of the entities has the right to receive or the
power to direct receipt of dividends from, and the proceeds from the sale of,
the shares of Common Stock of the Issuer held by it. SICI does not have any
right to receive or the power to direct receipt of dividends from, or the
proceeds from the sale of, any of the shares of Common Stock of the Issuer owned
by SICI for purposes of this statement on Schedule 13D.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships (legal or
otherwise), either (i) among the persons and entities identified in Item 2 or
(ii) between any of the persons and entities identified in Item 2 or any other
persons or entities with respect to any securities of the Issuer (including but
not limited to, transfer of voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, divisions of profit or loss, or the giving or withholding of proxies).
ITEM 7. Material to Be Filed as Exhibits.
Exhibit 1. The agreement relating to the filing
of this joint statement as required by
Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended.
SIGNATURE
After reasonable inquiry and to the best of their respective knowledge and
beliefs, each of the undersigned certifies that the information set forth in
this joint statement is true, complete and correct.
SCHWARTZ INVESTMENT COUNSEL, INC.
<PAGE>
/s/George P. Schwartz
--------------------------------
George P. Schwartz, CFA, President
SCHWARTZ INVESTMENT TRUST ON BEHALF
OF SCHWARTZ VALUE FUND
/s/George P. Schwartz
---------------------------------
George P. Schwartz, CFA, President
G&G PARTNERS LIMITED PARTNERSHIP
/s/George P. Schwartz
---------------------------------
George P. Schwartz, Partner
G&G Management - General Partner
/s/George P. Schwartz
---------------------------------
George P. Schwartz, individually
/s/Gregory J. Schwartz
---------------------------------
Gregory J. Schwartz, individually
DATED: April 1, 1998
Exhibit 1.
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree that only one statement containing the
information required by Schedule 13D (or any amendment thereof) need be filed on
their behalf with respect to the beneficial ownership of any equity securities
of Ottawa Financial Corporation or any subsequent acquisitions or dispositions
of equity securities of Ottawa Financial Corporation by any of the undersigned.
SCHWARTZ INVESTMENT COUNSEL, INC.
/s/George P. Schwartz
--------------------------------
George P. Schwartz, CFA, President
SCHWARTZ INVESTMENT TRUST ON BEHALF
OF SCHWARTZ VALUE FUND
/s/George P. Schwartz
---------------------------------
George P. Schwartz, CFA, President
G&G PARTNERS LIMITED PARTNERSHIP
/s/George P. Schwartz
---------------------------------
George P. Schwartz, Partner
G&G Management - General Partner
/s/George P. Schwartz
---------------------------------
George P. Schwartz, individually
/s/Gregory J. Schwartz
---------------------------------
Gregory J. Schwartz, individually
DATED: April 1, 1998
