<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PERRY COUNTY FINANCIAL CORPORATION
----------------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
71447Q-10-4
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(CUSIP Number)
Daniel G. O'Donnell
400 North Fifth Street, Suite 200
St. Charles, Missouri 63301
(314)946-9999
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 21, 1999
------------------
(Date of Event Which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box. [X]
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 7 Pages
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Page 2 of 7 Pages
CUSIP No. 71447Q-10-4
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1. Names of Reporting Persons: The Roosevelt Group, L.L.C.
I.R.S. Identification Nos. of Above Persons (entities only):
2. Check the Appropriate Box if a Member of a Group (See Instructions)
a.
---------------------------------------------------------------
b.
---------------------------------------------------------------
3. SEC Use Only
---------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
---------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
Not Applicable
---------------------------------------------------------------------
6. Citizenship or Place of Organization: Missouri limited liability
company
Number of 7. Sole Voting Power: 48,740
Shares Beneficially 8. Shared Voting Power:
Owned by Each --------------------
Reporting Person 9. Sole Dispositive Power: 48,740
With 10. Shared Dispositive Power:
---------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
48,740
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable
-----------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 6.53%
14. Type of Reporting Person (See Instructions) PN
Page 2 of 7 Pages
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Page 3 of 7 Pages
CUSIP No. 71447Q-10-4
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1. Names of Reporting Persons: Bradshaw Capital Management, L.L.C.
I.R.S. Identification Nos. of Above Persons (entities only):
2. Check the Appropriate Box if a Member of a Group (See Instructions)
a.
---------------------------------------------------------------
b.
---------------------------------------------------------------
3. SEC Use Only
---------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
---------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
Not Applicable
---------------------------------------------------------------------
6. Citizenship or Place of Organization: United States citizen
Number of 7. Sole Voting Power: 48,740
Shares Beneficially 8. Shared Voting Power:
Owned by Each --------------------
Reporting Person 9. Sole Dispositive Power: 48,740
With 10. Shared Dispositive Power:
---------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
48,740
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable
-----------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 6.53%
14. Type of Reporting Person (See Instructions) PN
Page 3 of 7 Pages
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CUSIP No. 71447Q-10-4 Page 4 of 7 Pages
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ITEM 1. SECURITY AND ISSUER
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a) Perry County Financial Corporation (the "Issuer")
b) The address of the Issuer's principal executive offices is:
14 North Jackson St., Perryville, Missouri 63775
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ITEM 2. IDENTITY AND BACKGROUND
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REGARDING REPORTING PERSON THE ROOSEVELT GROUP, L.L.C.
a) The Roosevelt Group, L.L.C. ("Roosevelt")
b) 400 North Fifth Street, Suite 200
St. Charles, Missouri 63301
c) Organized under the laws of the State of Missouri
d) Roosevelt's principal business is investment in securities of
financial institutions
e) During the last five years, Roosevelt has not been convicted
in any criminal proceeding.
f) During the last five years, Roosevelt has not been a party
to any civil proceeding of a judicial or administrative body
of competent jurisdiction where as a result of such proceeding
it 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.
REGARDING REPORTING PERSON BRADSHAW CAPITAL MANAGEMENT, L.L.C.
a) Bradshaw Capital Management, L.L.C. ("Bradshaw")
b) P.O. Box 1972
Village of Pinehurst, North Carolina 28370
c) Organized under the laws of the State of North Carolina.
d) Bradshaw's principal business is financial planning and
investment management services.
e) During the last five years, Bradshaw has not been convicted
in any criminal proceeding.
Page 4 of 7 Pages
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CUSIP No. 71447Q-10-4 Page 5 of 7 Pages
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f) During the last five years, Bradshaw has not been a party
to any civil proceeding of a judicial or administrative body
of competent jurisdiction where as a result of such proceeding
it 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
-------------------------------------------------
The subject securities were acquired at a cost of $1,017,445.99 using funds paid
to Roosevelt as capital contributions by its Members, and funds provided to
Bradshaw by its clients for investment.
ITEM 4. PURPOSE OF TRANSACTION:
----------------------
The Reporting Persons acquired the subject securities for investment purposes at
various times between July 23, 1997 and March 31, 1999. Since that time, the
Reporting Persons have become concerned over the Issuer's failure to implement
its stated plans to increase return on equity, earnings per share and to
otherwise increase shareholder value. Accordingly, on or about August 6, 1999,
the Reporting Persons decided to take active steps to encourage the Issuer's
board of directors and management to execute its strategic plans. The Reporting
Persons subsequently submitted a sharehold proposal to the Issuer for inclusion
in the Issuer's proxy statement for its next annual meeting of shareholders. The
proposal would direct the Issuer's Board of Directors to engage an investment
banker or other financial advisor for the purpose of advising the Board on
various means to improve shareholder value. The Issuer's management has not
taken any action in response to the submission of the proposal. Consequently, on
September 21, 1999, Reporting Person The Roosevelt Group, L.L.C. issued a press
release announcing the filing of this amended Schedule 13D and the submission of
the shareholder proposal. See attached Exhibit 2.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:
------------------------------------
AS TO REPORTING PERSON ROOSEVELT
a) Amount beneficially owned: 48,740
b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 48,740
(ii) Shared power to vote or to direct the vote: -0-
(iii) Sole Power to dispose or direct the disposition
of: 48,740
Page 5 of 7 Pages
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CUSIP No. 71447Q-10-4 Page 6 of 7 Pages
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(iv) Shared power to dispose or to direct the
disposition: -0-
c) Transactions in the subject securities within the
past 60 days: None
AS TO REPORTING PERSON BRADSHAW
a) Amount beneficially owned: 48,740
b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 48,740
(ii) Shared power to vote or to direct the vote: -0-
(iii) Sole Power to dispose or direct the disposition
of: 48,740
(iv) Shared power to dispose or to direct the
disposition: -0-
c) Transactions in the subject securities within the
past 60 days: None
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
-------------------------------------------------------------
RESPECT TO SECURITIES OF THE ISSUER.
-----------------------------------
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Exhibit 1. Agreement between The Roosevelt Group, L.L.C. and
Bradshaw Capital Management, L.L.C. regarding joint filling
of Schedule 13D.
Exhibit 2. Press Release issued by The Roosevelt Group, L.L.C.
Page 6 of 7 Pages
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CUSIP No. 71447Q-10-4 Page 7 of 7 Pages
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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.
Date: September 21, 1999
THE ROOSEVELT GROUP, L.L.C.
By: /S/ Daniel G. O'Donnell
---------------------------
Signature
Daniel G. O'Donnell, Secretary
------------------------------
Name/Title
Date: September 21, 1999
BRADSHAW CAPITAL MANAGEMENT,
L.L.C.
By: /S/ Stanley J. Bradshaw
---------------------------
Signature
Stanley J. Bradshaw, President
------------------------------
Name/Title
Page 7 of 7 Pages
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EXHIBIT 1
EXHIBIT TO SCHEDULE 13D
PERRY COUNTY FINANCIAL CORPORATION
CUSIP NO. 714470-10-4
Pursuant to Regulation ss. 240.13d-1(k)(l)(iii), the undersigned agree
that the following statement is filed on behalf of each of them.
THE ROOSEVELT GROUP, L.L.C.
Dated: September 21, 1999
By: /S/ Daniel G. O'Donnell
----------------------------------
Daniel G. O'Donnell, Secretary
BRADSHAW CAPITAL MANAGEMENT, L.L.C.
Dated: September 21, 1999
By: /S/ Stanley J. Bradshaw
----------------------------------
Stanley J. Bradshaw, President
<PAGE> 1
EXHIBIT 2
FOR IMMEDIATE RELEASE
THE ROOSEVELT GROUP UPDATES 13D FILING
St. Louis, Missouri, September 21, 1999...The Roosevelt Group, LLC ( Roosevelt)
announced today that it had updated its 13D filing with the Securities and
Exchange Commission detailing a proxy proposal for consideration by shareholders
at the next Annual Meeting of the Perry County Financial Corporation, NASDAQ:
PCBC (the Company). The proposal, if passed, would have shareholders directing
the Board of Directors of the company retain the services of an investment
banker or other qualified financial advisor for the purpose of reviewing the
Corporation's financial performance and advising the Board of various means to
improve the value of the Corporation's stock and otherwise provide the
Corporation's shareholders with a reasonable rate of return on their investment
in the Corporation, including, without limitation, the potential sale of the
Corporation.
The proposal, a copy of which is attached hereto, was filed after nearly two
years of friendly dialogue between Roosevelt and the Company's CEO, Leo Rozier.
As previously disclosed in a 13D filing with the Securities and Exchange
Commission dated August 6, 1999, the filer, a group which includes Roosevelt,
disclosed that it had acquired 48,740 shares, or approximately 6.7% of the
outstanding shares of the Company. Roosevelt explained that it had been
motivated to acquire the shares of the Company after discussions with Mr. Rozier
convinced them that he was committed to implementing a management succession
plan, to taking other steps to improve the competitiveness of the Company's
wholly-owned subsidiary, the Perry County Savings Bank (the Bank), and was
otherwise committed to enhancing shareholder value.
Earlier discussions between Roosevelt and Mr. Rozier focused upon Mr. Rozier's
STATED DESIRE to retire from an active a role at the Company as well as specific
plans that could accomplish the goals outlined above. However, the year of 1999
has so far been a period of continual delays by the Company in implementing any
of the plans. The August 6th filing was precipitated by Roosevelt's respectful
urgings for the Company to implement ITS plans. However, recent discussions with
Mr. Rozier and the Company's Board of Directors have caused Roosevelt to believe
that the Board, as a group, has no intention of following through with
implementing a management succession plan, or taking steps to improve the
competitiveness of the Bank or in otherwise striving to improve shareholder
value.
Roosevelt officials believe that there is not unanimity among the Company's
Board of Directors with regard to how to proceed in the strategic planning for
the Company. Roosevelt officials also believe there are as many as five
interested and qualified potential acquirers of the Company. Accordingly, in
view of the recent poor performance of the Company's stock, Roosevelt officials
have been encouraging Mr. Rozier and the Board to either move ahead with viable
plans to develop the Bank's potential as an independent entity or to retain an
advisor to help them better understand the Company's potential value in a sale.
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Due to the friendly nature of Roosevelt's historic interest in the Company,
Roosevelt officials have continually pledged their support for Mr. Rozier and
the Board, regardless of which of the two possible directions they chose. The
many delays of 1999 have caused Roosevelt officials to believe that the attached
proxy proposal COULD BE a catalyst for action and WOULD BE in the best interest
of Mr. Rozier, the Board of Directors, the Bank and the shareholders of the
Company.
Formed during 1998 by former directors and executive officers of Roosevelt
Financial Group, Inc., the Roosevelt Group, LLC is a Missouri limited liability
company organized to serve as an investment company specializing in high quality
community banks. The Company employs Bradshaw Capital Management, LLC, a
Pinehurst, North Carolina-based value-oriented asset manager founded by Stan
Bradshaw, the former CEO of Roosevelt Financial Group, Inc. In addition to Mr.
Bradshaw, the Board of the Roosevelt Group, LLC is comprised of Mr. Dennis
Kiefer, President, Mr. Daniel G. O'Donnell, Secretary, Mr. Loyd W. Garrison,
Treasurer and Mr. Alvin D. Vitt.
FOR ADDITIONAL INFORMATION, CONTACT: Mr. Daniel G. O'Donnell at
314-946-9999
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SHAREHOLDER PROPOSAL
"RESOLVED, that the shareholders of Perry County Financial Corporation hereby
authorize and direct the Board of Directors to retain the services of an
investment banker or other qualified financial advisor for the purpose of
reviewing the Corporation's financial performance and advising the Board of
various means to improve the value of the Corporation's stock and otherwise
provide the Corporation's shareholders with a reasonable rate of return on their
investment in the Corporation, including, without limitation, the potential sale
of the Corporation."
If you agree with this Proposal, please mark your proxy FOR. Otherwise,
abstentions may have the same effect as "no" votes.
SUPPORTING STATEMENT
The Corporation has been a publicly traded company since February of 1995. The
four and one half years since the Corporation's initial public offering is a
sufficiently long time frame for the Corporation to have developed and
implemented an appropriate plan to effectively deploy capital, grow corporate
earnings and create shareholder value.
During this period the Company has not demonstrated that it can generate more
than a 5% return on shareholders' equity for any substantial period of time. The
Corporation's common stock first traded above $20.00 per share during the fourth
quarter of 1995 and the weighted average trading price for July and August, 1999
was below $20.00 per share; meaning that the Corporation's shareholders have
lost value during a four year period. In contrast, shareholders in other
comparable companies (as represented by the SNL Securities Thrift Index) have
enjoyed gains averaging over 100% during the same time period.
During the relevant period the Corporation has consistently operated with a
loan-to-deposit ratio of less than 25% - meaning that the Corporation has not
deployed, and therefore did not need all of its existing shareholders' equity.
During the period when the Corporation has underutilized its capital, the
financial institution industry's economic operating environment has been ideal
in terms of stable interest rates and low inflation. Most financial experts
forecast a less positive economic operating environment in terms of stable
interest rates and low inflation for the next four years.
To summarize, the Corporation's economic performance has been poor during the
past four years despite ideal economic conditions. Because of the substantial
likelihood that economic conditions will not be as favorable during the next
four years, prudence dictates that the Board of Directors take proactive steps
to maximize shareholder value. The engagement of a financial advisor to assist
in this process is essential. The proponent strongly encourages you to vote FOR
the resolution on your ballot. Thank you.
