<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 0)*
PERRY COUNTY FINANCIAL CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
71447Q-10-4
(CUSIP Number)
Daniel G. O'Donnell, 400 North Fifth Street, Suite 200,
St. Charles, Missouri 63301
(314)946-9999
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 6, 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 6 Pages
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Page 2 of 6 Pages
CUSIP No. 71447Q-10-4
-----------
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 9. Sole Dispositive Power: 48,740
Reporting Person 10. Shared Dispositive Power: ---------------------
With
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): 6.76%
14. Type of Reporting Person (See Instructions) PN
Page 2 of 6 Pages
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Page 3 of 6 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 9. Sole Dispositive Power: 48,740
Reporting Person 10. Shared Dispositive Power: --------------------
With
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): 6.76%
14. Type of Reporting Person (See Instructions) PN
Page 3 of 6 Pages
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Page 4 of 6 Pages
CUSIP No. 71447Q-10-4
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ITEM 1. SECURITY AND ISSUER
-------------------
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
-------------------------------------------------
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
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.
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Page 5 of 6 Pages
CUSIP No. 71447Q-10-4
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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.
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
(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
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Page 6 of 6 Pages
CUSIP No. 71447Q-10-4
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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 Roosevelt and Bradshaw
regarding joint filing of Schedule 13D
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.
August 11, 1999
-----------------------------------
Date
THE ROOSEVELT GROUP, L.L.C.
By: /s/ Daniel G. O'Donnell
-----------------------------------
Signature
Daniel G. O'Donnell, Secretary
-----------------------------------
Name/Title
August 11, 1999
-----------------------------------
Date
BRADSHAW CAPITAL MANAGEMENT,
L.L.C.
By: /s/ Stanley J. Bradshaw
-----------------------------------
Signature
Stanley J. Bradshaw, President
-----------------------------------
Name/Title
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EXHIBIT 1
EXHIBIT TO SCHEDULE 13D
PERRY COUNTY FINANCIAL CORPORATION
CUSIP No. 714470-10-4
Pursuant to Regulation section 240.13d-1(k)(1)(iii) the undersigned
agree that the foregoing statement is filed on behalf of each of them.
THE ROOSEVELT GROUP, L.L.C.
Dated: August 11, 1999 By: /s/ Daniel G. O'Donnell
------------------------------------
Daniel G. O'Donnell, Secretary
BRADSHAW CAPITAL MANAGEMENT, L.L.C.
Dated: August 11, 1999 By: /s/ Stanley J. Bradshaw
------------------------------------
Stanley J. Bradshaw, President
