SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 2)*
Success Bancshares, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
864578109
(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)
November 12, 1999
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
________________
*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)
CUSIP No. 864578109 13D Page 2 of 11 Pages
____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Financial Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(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
139,300
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
139,300
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
139,300
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.97%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 864578109 13D Page 3 of 11 Pages
____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Management, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(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
139,300
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
139,300
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
139,300
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.97%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
00
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 864578109 13D Page 4 of 11 Pages
____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Overseas Associates, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(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
-0-
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
-0-
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 864578109 13D Page 5 of 11 Pages
____________________________________________________________________________
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey L. Gendell
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(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
139,300
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
139,300
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
139,300
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.97%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 864578109 13D Page 6 of 11 Pages
Item 1. Security and Issuer.
Item 1 is hereby amended and restated as follows:
The Schedule 13D (the "Schedule 13D") filed on April 22, 1998 by (i)
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"); (iii) Tontine Overseas Associates,
L.L.C., a limited liability company organized under the laws of the State of
Delaware ("TOA"), which serves as investment manager to TFP Overseas Fund, Ltd.
("TFPO"), a company organized under the laws of the Cayman Islands; and (iv)
Jeffrey L. Gendell ("Mr. Gendell", together with (i) through (iii) above, the
"Reporting Persons"), relating to the common stock, par value $0.001 (the
"Common Stock") of Success Bancshares, Inc. (the "Company") and amended by
Amendment No.1 to the Schedule 13D on July 16, 1998 is hereby further amended
by this Amendment No. 2 to the Schedule 13D. The Company's principal executive
offices are located at 1 Marriott Drive, Lincolnshire, Illinois 60069.
* * * * *
Item 3. Source and Amount of Funds and Other Consideration.
Item 3 is hereby amended and restated as follows:
The net investment cost (including commissions, if any) of the shares of
Common Stock directly owned by TFP is approximately $1,906,845. Neither TM,
TFPO, TOA nor Mr. Gendell owns directly any shares of Common Stock.
The shares of Common Stock purchased by TFP and TFPO were purchased with
working capital and on margin.
TFP's and TFPO's margin transactions are with ING Barings Furman Selz
LLC, on such firm's usual terms and conditions. All or part of the shares of
Common Stock directly owned by TFP or TFPO 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 TFP or TFPO. 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.
* * * * *
CUSIP No. 864578109 13D Page 7 of 11 Pages
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
A. Tontine Financial Partners, L.P.
(a) Aggregate number of shares beneficially owned: 139,300
Percentage: 4.97% The percentages used herein and in
the rest of Item 5 are calculated based upon the 2,804,284 shares of Common
Stock issued and outstanding as of November 3, 1999 as reflected in the
Company's Form 10-Q for the period ending September 30, 1999.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 139,300
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 139,300
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions by TFP 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) TM, 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 TM and in
that capacity directs its operations.
(e) TFP ceased to be the beneficial owner of more than 5% of the
Common Stock of the Company on November 12, 1999.
B. Tontine Management, L.L.C.
(a) Aggregate number of shares beneficially owned: 139,300
Percentage: 4.97%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 139,300
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 139,300
(c) TM did not enter into any transactions in the Common Stock
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 within the last sixty days on behalf of TFP, which were all in the
open market, are set forth in Schedule A, and are incorporated by reference.
(d) Mr. Gendell is the Managing Member of TM, and has the power
to direct the affairs of TFP, including decisions respecting the disposition of
proceeds from the sale of shares with respect to TFP.
(e) TM ceased to be the beneficial owner of more than 5% of the
Common Stock of the Company on November 12, 1999.
C. Tontine Overseas Associates, L.L.C.
(a) Aggregate number of shares beneficially owned: -0-
Percentage: 0.0%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: -0-
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: -0-
(c) TOA did not enter into any transactions in the Common Stock
within the last sixty days. The trading dates, number of shares of Common Stock
CUSIP No. 864578109 13D Page 8 of 11 Pages
purchased or sold and the price per share for all transactions in the Common
Stock within the last sixty days on behalf of TFPO, which were all in the open
market, are set forth in Schedule B, and are incorporated by reference.
(d) Each of the clients of TOA has the power to direct the
receipt of dividends from or the proceeds of sale of such shares.
(e) TOA ceased to be the beneficial owner of more than 5% of the
Common Stock of the Company on November 9, 1999.
D. Jeffrey L. Gendell.
(a) Aggregate number of shares beneficially owned: 139,300
Percentage: 4.97%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 139,300
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 139,300
(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 within the last sixty days on behalf of TFP,
which were all in the open market, are set forth in Schedule A and are
incorporated by reference.
(d) Not applicable.
(e) Not applicable.
* * * * *
CUSIP No. 864578109 13D Page 9 of 11 Pages
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: November 12, 1999
/s/ JEFFREY L. GENDELL
Jeffrey L. Gendell, individually, and as
managing member of
Tontine Management, L.L.C.,
general partner of
Tontine Financial Partners, L.P.,
and as managing member of
Tontine Overseas Associates, L.L.C.
CUSIP No. 864578109 13D Page 10 of 11 Pages
Schedule A
TONTINE FINANCIAL PARTNERS, L.P.
Price Per Share
Date of Number of Shares (including commissions,
Transaction Purchased/(Sold) if any)
11/12/99 (16,000) $11.94
CUSIP No. 864578109 13D Page 11 of 11 Pages
Schedule B
TONTINE OVERSEAS ASSOCIATES, L.L.C.
Price Per Share
Date of Number of Shares (including commissions,
Transaction Client Purchased/(Sold) if any)
11/09/99 TFPO (47,500) $11.94
