Gregory 13G

0001005794-06-000027.txt : 20060124 0001005794-06-000027.hdr.sgml : 20060124 20060124113725 ACCESSION NUMBER: 0001005794-06-000027 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060124 DATE AS OF CHANGE: 20060124 GROUP MEMBERS: JOSEPH R. GREGORY GROUP MEMBERS: KINGSWAY LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gregory Joseph R CENTRAL INDEX KEY: 0001348796 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 423-793-0120 MAIL ADDRESS: STREET 1: 620 SHELBY STREET CITY: BRISTOL STATE: TN ZIP: 37620 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tennessee Commerce Bancorp, Inc. CENTRAL INDEX KEY: 0001323033 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 621815881 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81297 FILM NUMBER: 06545430 BUSINESS ADDRESS: STREET 1: 381 MALLORY STATION RD STREET 2: SUITE 207 CITY: FRANKLIN STATE: TN ZIP: 37067-8264 BUSINESS PHONE: 615-599-2274 MAIL ADDRESS: STREET 1: 381 MALLORY STATION RD STREET 2: SUITE 207 CITY: FRANKLIN STATE: TN ZIP: 37067-8264 SC 13G 1 kingsway13g010506.htm GREGORY 13G Gregory 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. __*)

TENNESSEE COMMERCE BANCORP, INC.

(Name of Issuer)

COMMON STOCK, $0.50 PAR VALUE

(Title of Class of Securities)

88043P 10 8

(CUSIP Number)

DECEMBER 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*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 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).

CUSIP NO. 88043P 10 8 Schedule 13G

1. NAME OF REPORTING PERSON.

JOSEPH R. GREGORY

IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [X]

(b) [ ]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES OF AMERICA

Number of Shares 5. SOLE VOTING POWER 203,632**

Beneficially Owned

by Each Reporting

Person with 6. SHARED VOTING POWER 0**

7. SOLE DISPOSITIVE POWER 203,632**

8. SHARED DISPOSITIVE POWER 0**

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

203,632**

10. CHECK BOX IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.3%

12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

**See Item 4 of this filing.

Page 2 of 7

CUSIP NO. 88043P 10 8 Schedule 13G

1. NAME OF REPORTING PERSON.

KINGSWAY, L.L.C.

IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [X]

(b) [ ]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

VIRGINIA

Number of Shares 5. SOLE VOTING POWER 40,000**

Beneficially Owned

by Each Reporting

Person with 6. SHARED VOTING POWER 0**

7. SOLE DISPOSITIVE POWER 40,000**

8. SHARED DISPOSITIVE POWER 0**

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

40,000**

10. CHECK BOX IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.2%

12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

**See Item 4 of this filing.

Page 3 of 7

ITEM 1.(a) NAME OF ISSUER

TENNESSEE COMMERCE BANCORP, INC.

ITEM 1.(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

381 MALLORY STATION ROAD, SUITE 207

FRANKLIN, TN 37067

ITEM 2.(a) NAME OF PERSON FILING

(I) JOSEPH R. GREGORY

(II) KINGSWAY, L.L.C.

ITEM 2.(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

(I) - (II) 620 SHELBY STREET

BRISTOL, TENNESSEE 37620

ITEM 2.(c) CITIZENSHIP

(I) UNITED STATES OF AMERICA

(II) VIRGINIA

ITEM 2.(d) TITLE OF CLASS OF SECURITIES

COMMON STOCK, $0.50 PAR VALUE

ITEM 2.(e) CUSIP NUMBER

88043P 10 8

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-l(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

NOT APPLICABLE

ITEM 4. OWNERSHIP

Joseph R. Gregory is the direct beneficial owner of 163,632 shares of the Issuer, 30,000 of which constitute stock options which

are currently exercisable. Mr. Gregory is the Manager of Kingsway, L.L.C. (“Kingsway”) and is a member of Kingsway. By virtue

of his position as a member of Kingsway, he has indirect beneficial ownership of 7.3% of the 40,000 shares of the Issuer held by

Kingsway and may be deemed to be the indirect beneficial owner of the remainder of the shares of the Issuer held by Kingsway.

By virtue of his position as Manager of Kingsway, Mr. Gregory has the sole power to vote and dispose of, and to direct the

vote and disposition of, all of the shares of the Issuer held by Kingsway.

Page 4 of 7

(a) AMOUNT BENEFICIALLY OWNED	DIRECT			INDIRECT
(I) JOSEPH R. GREGORY	163,632		*	40,000
(II) KINGSWAY, L.L.C.		40,000			0

* Includes 30,000 stock options

ITEM 4.(b) PERCENT OF CLASS	DIRECT			INDIRECT
(I) JOSEPH R. GREGORY		5.1	%		1.2	%
(II) KINGSWAY, L.L.C.		1.2			0.0

ITEM 4. (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS

(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
(I) JOSEPH R. GREGORY	203,632
(II) KINGSWAY, L.L.C.	40,000

(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE
(I) JOSEPH R. GREGORY	0
(II) KINGSWAY, L.L.C.		0

(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
(I) JOSEPH R. GREGORY		203,632
(II) KINGSWAY, L.L.C.		40,000

(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
(I) JOSEPH R. GREGORY		0
(II) KINGSWAY, L.L.C.		0

Page 5 of 7

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

NOT APPLICABLE

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

NOT APPLICABLE

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

NOT APPLICABLE

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

NOT APPLICABLE

ITEM 9 .

NOTICE OF DISSOLUTION OF GROUP

NOT APPLICABLE

ITEM 10.

CERTIFICATION

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 6 of 7

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.

Dated: January 23, 2006

			KINGSWAY, L.L.C.
/s/ Joseph R. Gregory			/s/ Joseph R. Gregory

Name: Joseph R. Gregory			Name: Joseph R. Gregory Title: Manager

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

EXHIBIT INDEX

Exhibit No.	Description
99.1	Joint Filing Agreement

Page 7 of 7

EX-99 2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1

&# 160; EXHIBIT 99.1

JOINT FILING AGREEMENT

Joseph R. Gregory and Kingsway, L.L.C. (the "Filing Persons"), hereby agree to file jointly a Schedule 13G and any amendments thereto relating to the aggregate ownership by each of the Filing Persons of any voting equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, as required by Rule 13d-1 and Rule 13d-2 promulgated under the Securities Exchange Act of 1934. Each of the Filing Persons agrees that the information set forth in such Schedule 13G and any amendments thereto with respect to such Filing Person will be true, complete and correct as of the date of such Schedule 13G or such amendment, to the best of such Filing Person's knowledge and belief, after reasonable inquiry. Each of the Filing Persons makes no representation as to the accuracy or adequacy of the information set forth in the Schedule 13G or any amendments thereto with respect to any other Filing Person. Each of the Filing Persons shall promptly notify the other Filing Persons if any of the information set forth in the Schedule 13G or any amendments thereto shall become inaccurate in any material respect or if said person learns of information that would require an amendment to the Schedule 13G.

IN WITNESS WHEREOF, the undersigned have set their hands this 23rd day of January, 2006.

			KINGSWAY, L.L.C.
/s/ Joseph R. Gregory			/s/ Joseph R. Gregory

Name: Joseph R. Gregory

Title: Manager