-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D/tRdIX2jkXKn1oAlBbfi1BJhGqxKZKpyK2knwePTH+2R/LKI/Gz0VhXamyRp6ab cEadQOUtkumEH6OufDBi9g== 0000950134-02-000488.txt : 20020413 0000950134-02-000488.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950134-02-000488 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020122 GROUP MEMBERS: BRADSHAW CAPITAL MANAGEMENT LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROOSEVELT GROUP L L C CENTRAL INDEX KEY: 0001077020 IRS NUMBER: 431833243 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 400 N FIFTH STREET STREET 2: SUITE 200 CITY: VILST CHARLES STATE: MO ZIP: 63301 MAIL ADDRESS: STREET 1: 400 N FIFTH STREET STREET 2: SUITE 200 CITY: ST CHARLES STATE: MO ZIP: 63301 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LOGANSPORT FINANCIAL CORP CENTRAL INDEX KEY: 0000939928 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 351945736 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48832 FILM NUMBER: 02513930 BUSINESS ADDRESS: STREET 1: 723 E BROADWAY STREET 2: PO BOX 569 CITY: LOGANSPORT STATE: IN ZIP: 46947 BUSINESS PHONE: 2197223855 MAIL ADDRESS: STREET 1: 723 EAST BROADWAY STREET 2: P O BOX 569 CITY: LOGANSPORT STATE: IN ZIP: 46947 SC 13D 1 c67077sc13d.txt SCHEDULE 13D PAGE 1 OF 10 PAGES SCHEDULE 13D (RULE 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* LOGANSPORT FINANCIAL CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 541209102 - -------------------------------------------------------------------------------- (CUSIP Number) Stanley J. Bradshaw P.O. Box 1972 Pinehurst NC 28370 (910) 295-7029 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 10, 2002 - -------------------------------------------------------------------------------- (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(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(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). CUSIP NO. 541209102 13D PAGE 2 OF 10 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Roosevelt Group, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Missouri limited liability company - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 37,900 - with Reporting Person Bradshaw OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 37,900 - with Reporting Person Bradshaw - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,600 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] The amount in Row (11) does not include the 50,500 shares owned by Pulaski Financial Corporation of St. Louis, Missouri, an advisory client of Bradshaw Capital Management, LLC. Pulaski's holdings represent 4.63% of the shares outstanding of the Issuer. Neither Roosevelt nor Bradshaw claim any beneficial interest Pulaski's holdings of the Issuer's shares and disclaim the existence of any group with Pulaski with respect to the Issuer. - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- CUSIP NO. 541209102 13D PAGE 3 OF 10 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bradshaw Capital Management, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States citizen - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 27,700 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 65,600 - with Reporting Person Roosevelt OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 27,700 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 65,600 with Reporting Person Roosevelt - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,600 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] The amount in Row (11) does not include the 50,500 shares owned by Pulaski Financial Corporation of St. Louis, Missouri, an advisory client of Bradshaw Capital Management, LLC. Pulaski's holdings represent 4.63% of the shares outstanding of the Issuer. Neither Roosevelt nor Bradshaw claim any beneficial interest in Pulaski's holdings of the Issuer's shares and disclaim the existence of any group with Pulaski with respect to the Issuer. - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- SCHEDULE 13D PAGE 4 OF 10 PAGES CUSIP NO. 541209102 ITEM 1. SECURITY AND ISSUER a) Common Stock of Logansport Financial Corporation b) The address of the Issuer's principal executive offices is: 723 East Broadway, Logansport IN 46947 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 investment in securities of financial institutions and providing advisory services to financial institutions. e) During the last five years, Bradshaw has not been convicted in any criminal proceeding. SCHEDULE 13D PAGE 5 OF 10 PAGES CUSIP NO. 541209102 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 $769,938.27 using funds paid to Roosevelt as capital contributions by its members, and funds provided to Bradshaw by its sole member for investment. ITEM 4. PURPOSE OF TRANSACTION: The Reporting Persons acquired the subject securities for investment purposes at various times between December 28, 1999 and January 18, 2002. The Reporting Persons began acquiring shares of the Issuer because of a respect for the Issuer's management, its sound asset quality and its large efficient single-office operation prominently located in the central business district of Logansport, the county seat of Cass County, Indiana. Such positioning was believed to give the Issuer a cost advantage over local competitors, and cause it to be uniquely well suited to increase earnings either as a continuing independent institution or as an easily integrated expansion for the many rapidly growing Midwestern banking institutions, some of which had, and continue to have, offices in Logansport. The Reporting Persons were also attracted by the fact that the Issuer, while overcapitalized, was not as hopelessly overcapitalized as many of the small thrifts around the country. Accordingly, the Reporting Persons believed that the Issuer could generate a meaningfully rising return on equity while still having the excess capital to repurchase stock in order to further increase returns for shareholders and to stabilize the franchise. The Reporting Persons expected that the Issuer could succeed as a long-term example of the attractive opportunities available in community banking. Over the two years described above, the Reporting Persons have had numerous conversations with the management of the Issuer and have generally expressed support for their efforts. The Reporting Persons continued to acquire shares of the Issuer because the market price seemed very low relative to the earnings and book value of the Issuer and relative to the market prices of comparable community banks in general and relative to comparable community banks in Indiana in particular. The Reporting Persons noted that the Issuer reported a 22% increase in net income for the quarter ended September 30, 2001, which represented a return on shareholders' equity of 8.7%. The Reporting Persons note that the December edition of THRIFTINVESTOR magazine lists 24 community banks in Indiana and the Issuer is the only so-listed community bank that has such a profitability profile and also has capital exceeding 10% of assets and yet has a common stock whose market price is below tangible book value. SCHEDULE 13D PAGE 6 OF 10 PAGES CUSIP NO. 541209102 During the many conversations with the management of the Issuer, the Reporting Persons suggested that a higher return on equity was necessary for the Issuer to remain independent and that, fortunately enough, such prospects seemed positive. The Reporting Persons strongly suggested the Issuer buy back stock at prices below book value, which would increase the book value of the remaining shares. Moreover, the Reporting Persons explained that the equity expended in the repurchase activity would lower the equity to assets ratio and thus cause the return on equity to increase above that which would otherwise be the case. A source of the Reporting Persons' support for management of the Issuer is that in each conversation, the management personnel agreed with the Reporting Persons' advice and voiced a commitment to do accordingly. During some of the conversations, the Reporting Persons also described the operating successes experienced by Pulaski Financial Corporation (NASDAQ: PULB) since January of 2000, when Pulaski was a small, overcapitalized community bank with a very low return on equity and their common stock traded at a price below book value. The Reporting Persons explained how Pulaski, by employing the capital management techniques described herein, had greatly improved their overcapitalized condition and in so doing had doubled their return on equity and rewarded shareholders with a stock that now trades at a premium to book value. During 2001, the Reporting Persons became increasingly concerned by the lack of performance by the Issuer with regard to managing its capital and repurchasing its stock. The Reporting Persons met with the Issuer in the Issuer's office during July of 2001. The Reporting Persons communicated continuing support while also demonstrating frustration regarding the seeming lack of effort by the Issuer to repurchase stock. The Issuer renewed its commitment during that conversation to perform in this regard. After the Issuer filed its Form 10Q for the period ending September 30, 2001, the Reporting Persons telephoned the Issuer. On the face of the filing, the Issuer disclosed there were 1,091,849 shares outstanding on November 1, 2001 - or MORE than the 1,083,510 shares disclosed to be outstanding one year earlier. The Reporting Persons then challenged the Issuer's commitment to better management of the capital position and increasing the book value of the stock by making open market purchases at prices well below book value. Citing an utter lack of action by the Issuer in this regard, the Reporting Persons reminded the Issuer that its otherwise increasing earnings per share and return on equity could be readily accelerated by a well executed share repurchase program - WHICH WAS THE ONLY WAY THAT THE ISSUER COULD REALIZE ITS STATED GOAL OF REMAINING INDEPENDENT. The Reporting Persons then informed the Issuer of their view that the Issuer's failure to take action in this regard inured to the detriment of shareholders. Accordingly, the Reporting Persons expressed their intent to increase their holdings of the Issuer's securities in order to defend the rights of shareholders and to protect the inherent value of the shares. SCHEDULE 13D PAGE 7 OF 10 PAGES CUSIP NO. 541209102 The Reporting Persons have expressed to the Issuer, and state their intent herein, to continue to acquire shares of the Issuer and to communicate with other shareholders with regard to the need for management to improve shareholder value. While future market conditions will dictate the speed and the extent to which the Reporting Persons acquire additional shares of the Issuer, the Reporting Persons are unable to put a limit on the potential amount of shares to be purchased. The Reporting Persons have begun conversations with regulatory counsel regarding preparation of an application to The Office of Thrift Supervision seeking permission to acquire more than 10% of the outstanding shares of the Issuer. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER: AS TO REPORTING PERSON ROOSEVELT a) Amount beneficially owned: 65,600 b) Percent of class: 6.0% c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: -0- (ii) Shared power to vote or to direct the vote: 37,900 - with Reporting Person Bradshaw (iii) Sole Power to dispose or direct the disposition of: -0- (iv) Shared power to dispose or to direct the disposition: 37,900 - with Reporting Person Bradshaw (v) ADDITIONALLY, BRADSHAW CAPITAL MANAGEMENT, LLC HAS AN ADVISORY ROLE WITH PULASKI FINANCIAL CORPORATION OF ST. LOUIS, MISSOURI. PULASKI OWNS 50,500 SHARES OF THE ISSUER, WHICH SHARES REPRESENT 4.63% OF SHARES OUTSTANDING FOR THE ISSUER. BRADSHAW CAPITAL MANAGEMENT DISCLAIMS BENEFICIAL OWNERSHIP OF ANY OF THE PULASKI-OWNED SHARES. IN ANY EVENT, SUCH SHARES WERE ACQUIRED BETWEEN AUGUST 15, 2000 AND MAY 15, 2001 AT AN AGGREGATE PRICE OF $636,656.25. PULASKI HAS NOT ACQUIRED ANY SHARES OF THE ISSUER DURING THE PAST 60 DAYS. d) Transactions in the subject securities within the past 60 days:
Date of Transaction Number of Shares Price per Share How Effected ------------------- ---------------- --------------- ------------
SCHEDULE 13D PAGE 8 OF 10 PAGES CUSIP NO. 541209102 January 9, 2002 1200 $15.05 Open Market January 10, 2002 800 $15.05 Open Market
AS TO REPORTING PERSON BRADSHAW a) Amount beneficially owned: 65,600 b) Percent of class: 6.0% c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 27,700 (ii) Shared power to vote or to direct the vote: 37,900 - with Reporting Person Roosevelt (iii) Sole Power to dispose or direct the disposition of: 27,700 (iv) Shared power to dispose or to direct the disposition: 37,900 - with Reporting Person Roosevelt d) Transactions in the subject securities within the past 60 days:
Date of Transaction Number of Shares Price per Share How Effected ------------------- ---------------- --------------- ------------ December 17, 2001 1600 14.65 Open Market December 18, 2001 700 14.66 Open Market December 19, 2001 1000 14.80 Open Market January 10, 2002 5000 15.05 Open Market January 14, 2002 1100 15.05 Open Market January 14, 2002 3600 15.15 Open Market January 17, 2002 1500 15.66 Open Market January 18, 2002 500 15.66 Open Market January 18, 2002 700 15.78 Open Market January 18, 2002 300 15.81 Open Market January 18, 2002 400 16.02 Open Market
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Because Stanley J. Bradshaw, the sole member of Bradshaw is Chairman and Chief Executive Officer of Roosevelt, Bradshaw has shared power to dispose of and vote Roosevelt's shares in the Issuer. SCHEDULE 13D PAGE 9 OF 10 PAGES CUSIP NO. 541209102 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT 99.1. Agreement between The Roosevelt Group, L.L.C. and Bradshaw Capital Management, L.L.C. regarding joint filing of Schedule 13D. SCHEDULE 13D PAGE 10 OF 10 PAGES CUSIP NO. 541209102 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: January 21, 2001 THE ROOSEVELT GROUP, L.L.C. By: /s/ Stanley J. Bradshaw ------------------------------------ Signature Stanley J. Bradshaw, Chairman ------------------------------------ Name/Title Date: January 21, 2002 BRADSHAW CAPITAL MANAGEMENT, L.L.C. By: /s/ Stanley J. Bradshaw ------------------------------------ Signature Stanley J. Bradshaw, President ------------------------------------ Name/Title EX-99.1 3 c67077ex99-1.txt AGREEMENT WITH BRADSHAW CAPITAL MANAGEMENT L.L.C. EXHIBIT 99.1 TO SCHEDULE 13D LOGANSPORT FINANCIAL CORPORATION CUSIP NO. 541209102 Pursuant to Regulation ss. 240.13d-1(k)(l)(iii), the undersigned agree that the foregoing statement is filed on behalf of each of them. THE ROOSEVELT GROUP, L.L.C. Dated: January 21, 2002 By: /s/ Stanley J. Bradshaw ----------------------------------- Signature Stanley J. Bradshaw, Chairman ----------------------------------- Name/Title Dated: January 21, 2002 BRADSHAW CAPITAL MANAGEMENT, L.L.C. By: /s/ Stanley J. Bradshaw ----------------------------------- Signature Stanley J. Bradshaw, President ----------------------------------- Name/Title -----END PRIVACY-ENHANCED MESSAGE-----