SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
______________________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934*
(Amendment No. 2)
TECHE HOLDING COMPANY
(Name of Issuer)
Common Stock
(Title of Class of Securities)
878330109
(CUSIP Number)
Jeffrey L. Gendell
200 Park Avenue, Suite 3900, New York, New York 10166 (212) 692-3695
(Name, address and telephone number of person
authorized to receive notices and communications)
July 28, 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 [ ].
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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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 13>
<PAGE>
13D
CUSIP No. 878330109
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Jeffrey L. Gendell
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
00
____________________________________________________________
(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
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
279,000
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
279,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
279,000
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.1%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE 2 of 13>
<PAGE>
13D
CUSIP No. 878330109
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Management, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
279,000
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
279,000
____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
279,000
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.1%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
00
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE 3 of 13>
<PAGE>
13D
CUSIP No. 878330109
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
56,150
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
56,150
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
56,150
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.6%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE 4 of 13>
<PAGE>
13D
CUSIP No. 878330109
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Financial Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
222,850
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
222,850
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
222,850
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
6.5%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE 5 of 13>
<PAGE>
This Schedule 13D, initially filed on March 21, 1997 by Jeffrey L. Gendell
and Tontine Financial Partners, L.P. (the "Schedule 13D"), and amended by
Amendment No.1 to the Schedule 13D on April 10, 1997, by Jeffrey L. Gendell,
Tontine Partners, L.P., and Tontine Financial Partners, L.P., relating to the
common stock with $.01 par value (the "Common Stock") of Teche Holding Company
(the "Company"), whose principal executive offices are located at 211 Willow
Street, Franklin, Louisiana, 70538, is hereby amended by this Amendment No.2 to
the Schedule 13D as follows.
Item 2. Identity and Background.
(a) This statement is filed by: (i) Jeffrey L. Gendell, with respect to
the shares of Common Stock directly owned by Tontine Partners, L.P., a Delaware
Limited Partnership ("TP"), and by Tontine Financial Partners, L.P., a Delaware
limited partnership ("TFP"), (ii) Tontine Management, L.L.C., a limited
liability company organized under the laws of the State of Delaware ("TM") with
respect to the shares of common stock directly owned by TP and TFP, (iii) TP,
with respect to the shares of Common Stock beneficially owned by it, and (iv)
TFP, with respect to the shares of Common Stock beneficially owned by it.
(b) The business address of Mr. Gendell is 200 Park Avenue, Suite 3900,
New York, New York 10166. The address of the principal business and principal
office of TM, TP, and TFP is 200 Park Avenue, Suite 3900, New York, New York
10166.
(c) Mr. Gendell serves as the Managing Member of TM. The principal
business of TM is serving as general partner (the "General Partner") to TP and
to TFP. The principal business of TP is serving as a private investment
limited partnership investing primarily in equity securities. The principal
business of TFP is serving as a private investment limited partnership
investing primarily in financial institutions.
(d) None of the persons referred to in paragraph (a) has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the persons 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 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.
(f) Mr. Gendell is a United States citizen. TM is a limited liability
company organized under the laws of the State of Delaware. TP is a limited
partnership organized under the laws of the State of Delaware. TFP is a
limited partnership organized under the laws of the State of Delaware.
<PAGE 6 of 13>
<PAGE>
Item 3. Source and Amount of Funds and Other Consideration.
The net investment cost (including commissions, if any) of the shares of
Common Stock beneficially owned by TP is approximately $943,958. The net
investment cost (including commissions, if any) of the shares of Common Stock
beneficially owned by TFP is approximately $3,388,694. Mr. Gendell and TM do
not own directly any shares of Common Stock.
The shares of Common Stock purchased by TP and TFP were purchased with
working capital and on margin.
TP's margin transactions are with Furman Selz, LLC, on such firm's usual
terms and conditions. TFP's margin transactions are with Bear Stearns
Securities Corp., on such firm's usual terms and conditions. All or part of
the shares of Common Stock beneficially owned by TP and TFP 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 TP and TFP.
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 the Transaction.
The purpose of the acquisition of the shares of Common Stock by TP and TFP
is for investment, and the purchases of the shares of Common Stock by such
persons 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 TP and TFP is for investment purposes, such persons
will pursue discussions with management to maximize long-term value for
shareholders. TP and TFP 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 them at any time. Neither Mr. Gendell, TM, TP, nor TFP have 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
persons may, at any time and from time to time, review or reconsider their
position and formulate plans or proposals with respect thereto, but have no
present intention of doing so.
Item 5. Interest in Securities of the Issuer.
A. Jeffrey L. Gendell.
(a) Aggregate number of shares beneficially owned: 279,000
Percentage: 8.1% The percentages used herein and in the rest of Item 5 are
calculated based upon the 3,437,530 shares of Common Stock issued and
outstanding as of May 12, 1997, as reflected in the Company's Form 10-Q for
the period ending March 31, 1997, filed as of May 15, 1997.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 279,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 279,000
<PAGE 7 of 13>
<PAGE>
(c) Mr. Gendell did not enter into any transactions in the
Common Stock of the Company within the last sixty days. The trading dates,
number of shares of Common Stock purchased or sold and the price per share for
all transactions in the Common Stock on behalf of TP and TFP, which were all in
the open market, by TP and TFP, are set forth in Schedules A and B,
respectively, and are incorporated by reference.
(d) Not applicable.
(e) Not applicable.
B. Tontine Management, L.L.C.
(a) Aggregate number of shares beneficially owned: 279,000
Percentage: 8.1%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 279,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 279,000
(c) TM did not enter into any transactions in the Common Stock
of the Company within the last sixty days. The trading dates, number of
shares of Common Stock purchased or sold and the price per share for all
transactions in the Common Stock on behalf of TP and TFP, which were all in the
open market, by TP and TFP, are set forth in Schedules A and B, respectively,
and are incorporated by reference.
(d) Not applicable.
(e) Not applicable.
C. Tontine Partners, L.P.
(a) Aggregate number of shares beneficially owned: 56,150
Percentage: 1.6%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 56,150
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 56,150
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions in the Common Stock within
the last sixty days, which were all in the open market, are set forth in
Schedule A and are incorporated by reference.
(d) Tontine Management, L.L.C., the general partner of TP, has
the power to direct the affairs of TP, including decisions respecting the
disposition of the proceeds from the sale of the shares. Mr. Gendell is the
Managing Member of Tontine Management, L.L.C. and in that capacity directs its
operations.
(e) Not Applicable.
D. Tontine Financial Partners, L.P.
(a) Aggregate number of shares beneficially owned: 222,850
Percentage: 6.5%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 222,850
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 222,850
<PAGE 8 of 13>
<PAGE>
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions in the Common Stock within
the last sixty days, which were all in the open market, are set forth in
Schedule B and are incorporated by reference.
(d) Tontine Management, L.L.C., the general partner of TFP, has
the power to direct the affairs of TFP, including decisions respecting the
disposition of the proceeds from the sale of the shares. Mr. Gendell is the
Managing Member of Tontine Management, L.L.C. and in that capacity directs its
operations.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than the Joint Acquisition Statement attached as Exhibit 1 hereto,
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 other 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.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(f)(1) under
the Securities Exchange Act of 1934, as amended.
<PAGE 9 of 13>
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: July 30, 1997 /s/ JEFFREY L. GENDELL
Jeffrey L. Gendell, individually, and as
Managing Member of Tontine Management,
L.L.C., General Partner of Tontine
Partners, L.P. & Tontine Financial
Partners, L.P.
<PAGE 10 of 13>
<PAGE>
Schedule A
TONTINE PARTNERS, L.P.
Price Per Share
Date of Number of Shares (including commissions,
Transaction Purchased/(Sold) if any)
7/16/97 10,150 18.66
7/21/97 7,600 18.54
7/22/97 500 18.57
<PAGE 11 of 13>
<PAGE>
Schedule B
TONTINE FINANCIAL PARTNERS, L.P.
Price Per Share
Date of Number of Shares (including commissions,
Transaction Purchased/(Sold) if any)
6/05/97 2,300 17.99
7/16/97 10,150 18.66
7/23/97 3,300 18.67
7/28/97 9,000 18.54
7/29/97 5,000 18.67
<PAGE 12 of 13>
<PAGE>
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(f)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D, as amended, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D, as amended, shall be
filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that
each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or it
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other, except to the extent that he
or it knows or has reason to believe that such information is inaccurate.
July 30, 1997
/s/ JEFFREY L. GENDELL
Jeffrey L. Gendell, individually, and as
Managing Member of Tontine Management,
L.L.C., General Partner of Tontine
Partners, L.P. & Tontine Financial
Partners, L.P.
<PAGE 13 of 13>
