PAGE 1 OF 11 PAGES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.__________)*
ALBION BANC CORP.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
013289103
-----------------------------
(CUSIP Number)
Stephen H. Hersch, 1578 West Jackson Street, Suite 150
Painesville, OH 44077 (216) 350-0475
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of person Authorized to Receive Notices and
Communications)
March 25, 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 [ ].
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 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 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 the section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes.)
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SCHEDULE 13D
CUSIP NO. 013289103 PAGE 2 OF 11 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Financial Focus, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [XX]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES 13,650
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
13,650
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,650
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% (Based on 250,051 shares outstanding as contained in the Issuer's
Form 10-KSB as filed for the fiscal year ended December 31, 1996.)
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14 TYPE OF REPORTING*
PN
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SCHEDULE 13D
CUSIP NO. 013289103 PAGE 3 OF 11 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rugby Concord Management, Inc.
65-0524382
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [XX]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Florida
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7 SOLE VOTING POWER
NUMBER OF
SHARES 500
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
500
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% (based on 250,051 shares outstanding as contained in the Issuer's
Form 10-KSB as filed for the fiscal year ended December 31, 1996.)
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14 TYPE OF REPORTING*
CO
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ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this statement on
Schedule 13D ("Statement") relates is the Common Stock, par value $0.01 per
share ("Common Stock"), of Albion Banc Corp. (the "Issuer"). The address for the
principal executive offices of the Issuer is 48 North Main Street, Albion, New
York 14411-0396.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed jointly by Financial Focus, L.P. ("Financial
Focus") and Rugby Concord Management, Inc. ("RCM" and, together with Financial
Focus, the "Reporting Persons").
The information set forth below is provided for each Reporting Person
and each person enumerated in General Instruction C to Schedule 13D.
Financial Focus is a Delaware limited partnership, whose principal
business is investing primarily in stocks of thrift institutions, small banks
and other financial and financial service companies. The address of its
principal business and its principal office is 171 Church Street, Suite 330,
Charleston, South Carolina 29401.
RCM is a Florida corporation, whose principal business is providing
investment and financial advisory services and investing primarily in stocks of
thrift institutions, banks and other financial and financial service companies.
The address of its principal business and its principal office is 200 Rugby
Road, West Palm Beach, Florida 33405.
Polaris Private Managers Ltd. ("Polaris"), a Delaware corporation, is
the sole general partner of Financial Focus. The principal business of Polaris
is managing the investments of certain limited partnerships, including Financial
Focus. The address of its principal business and its principal office is the
same as that for Financial Focus.
John C. Pernell ("Pernell") is the President and sole shareholder of
Polaris. He is also President of Polaris Investment Partners, Inc. ("Polaris
Investment"), a registered investment adviser, whose principal business is
providing administrative and recordkeeping services to Polaris, Polaris
Investment and other investment entities. The business addresses for Pernell and
Polaris Investment are the same as that for Financial Focus. Pernell is a
citizen of the United States.
Stephen H. Hersch ("Hersch") is the Senior Vice President of Polaris.
He is primarily responsible for managing the investments of Financial Focus.
Hersch is a shareholder, director and the President and Chief Executive Officer
of RCM. He is responsible for providing the advisory services, and managing the
investments, of RCM. Hersch is a control person of RCM. His business address is
1578 West Jackson Street, Suite 150, Painesville, Ohio 44077. Hersch is a
citizen of the United States.
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During the last five years, none of the Reporting Persons or the other
persons described above in this Item 2 (I) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (II) 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.
Each of the Reporting Persons and the other persons described above in
this Item 2 disclaims (I) the existence of any group under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Act"); (II) beneficial
ownership of any shares of Common Stock attributed to such Reporting Person
(other than the shares of Common Stock beneficially owned by RCM) or such other
person by this Statement for the purposes of Section 13(d) of the Act; and (III)
beneficial ownership of any shares of Common Stock attributed to any other
Reporting Person or any other person by this Statement for purposes of Section
13(d) of the Act.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Polaris used $249,746.50 of its funds in making the purchase of 13,650
shares of Common Stock. Financial Focus has established a margin account at
Bear, Stearns Securities Corp. ("Bear Stearns") in which it may borrow certain
funds for the purpose of purchasing securities. The amount of funds that
Financial Focus may borrow in its margin account is subject to the rules and
regulations of the Board of Governors of the Federal Reserve System and the
exchange or market where securities transactions are executed, and the policies
and regulations of Bear Stearns. Although Financial Focus maintained margin
balances in its margin account at varying times during the period in which it
purchased such shares of Common Stock, it is unable to reasonably determine
whether such shares were purchased with borrowed funds.
RCM used $9,406.25 of its funds in making the purchase of 500 shares of
Common Stock. Such shares of Common Stock were not purchased with borrowed
funds.
ITEM 4. PURPOSE OF TRANSACTION
Each of the Reporting Persons acquired its shares of Common Stock for
investment purposes only. Each of the Reporting Persons does not have any plans
or proposals which relate to or would result in any of the actions enumerated in
Item 4 of Schedule 13D. Notwithstanding the foregoing, each of the Reporting
Persons may, based on a continuing review of its investment in shares of Common
Stock (which review may include conditions affecting the general economy, the
relevant regional economy, the securities markets, the financial institution and
thrift industries and the Issuer), acquire additional shares of Common Stock or
dispose of shares of Common Stock, and/or modify or change the purpose of its
acquisition.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Financial Focus may be deemed to own beneficially 13,650 shares of
Common Stock held for the principal benefit of its limited partners which, based
on the 250,051 outstanding
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shares of Common Stock described in the Issuer's Form 10-KSB as filed for the
fiscal year ended December 31, 1996, represent 5.5% of such outstanding shares.
RCM owns beneficially 500 shares of Common Stock which, based on the
250,051 outstanding shares of Common Stock as contained in the Issuer's Form
10-KSB as filed for the fiscal year ended December 31, 1996, represent 0.2% of
such outstanding shares.
Each of Financial Focus, Polaris, Pernell and Hersch disclaims
beneficial ownership of such shares of Common Stock which may be attributed to
him or it, as described above in Item 2.
(b) Financial Focus may be deemed to have sole voting power and sole
disposition power with respect to 13,650 shares of Common Stock held for the
principal benefit of its limited partners; if however, any of the limited
partners of Financial Focus were to withdraw their capital from Financial Focus,
it could be required to dispose of some of all of such shares in order to return
the capital of such limited partner(s) to them and, in such case, Financial
Focus may be deemed to share disposition power with the limited partners of
Financial Focus with respect to such shares.
RCM has sole voting power and sole disposition power with respect to
500 shares of Common Stock.
Each of Financial Focus, Polaris, Pernell and Hersch disclaims
beneficial ownership of such shares of Common Stock attributed to him or it, as
described above in Item 2.
(c) During the past sixty (60) days, Financial Focus effected the
following transactions in shares of Common Stock by making purchases of such
shares on the National Association of Securities Dealers Quotation (NASDAQ)
System, as follows:
PRICE
DATE NO. SHARES PER SHARE
---- ---------- ---------
3-6-97 7,100 $18.00
3-12-97 3,700 $18.81
3-25-97 2,850 $18.37
During the past sixty (60) days, RCM effected the following transaction
in shares in Common Stock by making the purchase of such shares on the National
Association of Securities Dealers Quotation (NASDAQ) System, as follows:
DATE NO. SHARES PRICE PER SHARE
---- ---------- ---------------
3-12-97 500 $18.81
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(d) As noted in paragraph (b) of this Item 5, if any of the limited
partners of Financial Focus were to withdraw their capital from Financial Focus
they could, in effect, have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such shares of
Common Stock from Financial Focus. In addition, if any of the persons identified
in Item 6 of this Statement in connection with Financial Focus had the right to
receive or the power to direct the receipt of profits from Financial Focus,
after it received dividends from, or proceeds from the sale of, such shares of
Common Stock, then in such case such persons could be deemed to have the right
to receive or the power to direct the receipt of dividends from, or proceeds
from the sale of, such shares of Common Stock from Financial Focus.
Each of Financial Focus, Polaris, Pernell and Hersch disclaims
beneficial ownership of such shares of Common Stock, as described above in Item
2.
(e) Not applicable.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Under the Limited Partnership Agreement of Financial Focus (Amended and
Restated as of November 1, 1995) ("Partnership Agreement") by and among Polaris,
as general partner, and the limited partners, if for any fiscal year a limited
partner has a net profit, an amount equal to twenty percent (20%) of such net
profit will be deducted from the limited partner's capital account and
reallocated to Polaris as of the end of such fiscal year. Under a loss
carryforward provision of the Partnership Agreement, no deduction from a limited
partner's capital account with respect to 20% of any net profits will be made
from the capital account of a particular limited partner with respect to a
fiscal year until any net loss previously allocated to the capital account of
such limited partner has been offset by subsequent net profits allocated to the
capital account of such limited partner.
Polaris will allocate the amounts deducted from the capital accounts of
the limited partners to its capital account and the capital accounts of such
limited partners as it may designate in such proportions as it may determine.
Polaris anticipates that the reallocation to certain limited partners of a
portion of its 20% share of net profits will only be made to limited partners
who are officers or employees of Polaris or relatives of such persons. Polaris
and Hersch have an oral understanding that Hersch's compensation will include
twenty-five percent (25%) of its 20% share of net profits, if any.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Copies of the following documents are filed as exhibits to this
Statement:
Exhibit 1 Agreement Relating to Filing of Joint Acquisition Statement
Pursuant to Rule 13d-1(f) under the Securities Exchange Act
of 1934 by and between Financial Focus, L.P. and Rugby
Concord Management, Inc. dated April 18, 1997.
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PAGE 8 OF 11 PAGES
Exhibit 2 Excerpt (Section 6.01 (b)) from the Limited Partnership
Agreement of Financial Focus, L.P. (Amended and Restated as of
November 1, 1995) by and among Polaris Private Managers, Ltd.,
as general partner, and the limited partners thereto.
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.
FINANCIAL FOCUS, L.P.
APRIL 18, 1997 S/ STEPHEN H. HERSCH
- ---------------------------------- --------------------
Date Signature
Stephen H. Hersch, Senior Vice President
Polaris Private Managers, Ltd., General
Partner of Financial Focus, L.P
-----------------------------------------
Name/Title
RUGBY CONCORD MANAGEMENT, INC.
APRIL 18, 1997 S/ STEPHEN H. HERSCH
- ---------------------------------- --------------------
Signature
Stephen H. Hersch,
Pres. & Chief Executive Officer
-------------------------------
Name/Title
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PAGE 9 OF 11 PAGES
EXHIBIT INDEX
TO
SCHEDULE 13D
CUSIP No.013289103
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
- ------- ----------- ----------
Exhibit 1 Agreement Relating to Filing of Joint 10
Acquisition Statement Pursuant to
Rule 13d-1(f) under the Securities
Exchange Act of 1934 by and
between Financial Focus, L.P. and
Rugby Concord Management, Inc.
dated April 18, 1997.
Exhibit 2 Excerpt (Section 6.01 (b)) from the 11
Limited Partnership Agreement of
Financial Focus, L.P. (Amended and
Restated as of November 1, 1995) by
and among Polaris Private Managers,
Ltd., as general partner, and the
limited partners thereto.
EXHIBIT 1
AGREEMENT RELATING TO FILING OF
JOINT ACQUISITION STATEMENT PURSUANT
TO RULE 13d-1(f) UNDER THE SECURITIES
EXCHANGE ACT OF 1934
The undersigned Reporting Persons agree that the Statement on Schedule
13D to which this Agreement is attached is filed on behalf of each of them.
Date: APRIL 18, 1997 FINANCIAL FOCUS, L.P.
----------------------
S/ STEPHEN H. HERSCH
----------------------
Signature
Stephen H. Hersch, Senior Vice President,
Polaris Private Managers, Ltd., General
Partner of Financial Focus, L.P.
-----------------------------------------
Name/Title
RUGBY CONCORD MANAGEMENT, INC.
S/ STEPHEN H. HERSCH
---------------------
Signature
Stephen H. Hersch,
President & Chief Executive Officer
-----------------------------------
Name/Title
EXHIBIT 2
(Excerpt from the Limited Partnership Agreement of Financial Focus, L.P.
(Amended and Restated as of November 1, 1995) by and among Polaris Private
Managers Ltd., as general partner, and the Limited partners thereto)
Section 6.01 ALLOCATION OF NET PROFITS AND NET LOSSES.
(b) If in any fiscal year ("Current Year") the Net Profits allocated to
the Capital Account of a Limited Partner pursuant to Section 6.01(a) exceed the
Net Losses so allocated to such Limited Partner's Capital Account, there shall
be reallocated to the General Partner as of the end of the Current Year an
amount equal to 20% of such excess; provided, however, that this reallocation
will be subject to a loss carryforward provision such that the amount so
reallocated from such Limited Partner's Capital Account to the General Partner
for the Current Year may not exceed 20% of the excess of the Net Profits for the
Current Year over such Limited Partner's loss carryforward amount applicable to
the Current Year and provided, further, that the amount reallocated from all
Limited Partners to the General Partner shall not exceed the Net Profits of the
Partnership for the Current Year. For purposes of the first proviso of the
preceding sentence, the loss carryforward amount for a particular limited
partner applicable to the Current Year shall be the sum of all prior year Net
Losses allocated to the Limited Partner and not subsequently offset by prior
year Net Profits. The loss carryforward amount shall be reduced proportionately
to reflect any net withdrawals made by such Limited Partner subsequent to any
such prior year Net Losses.
The total amount so reallocated pursuant to this Section 6.01(b) shall
be credited as of the end of the fiscal year to the Capital Accounts of the
General Partner and to the Capital Accounts of such Limited Partners as the
General Partner shall designate.
