-----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, AwP2BsFZdFIb67ilGPDcXIKzGlgkQNqSBLlRqfalO3FTf86+FiXFJxeirohtqLU9 FfiaZOuR1a4iDLHoJ6KMVQ== 0000950148-02-001482.txt : 20020603 0000950148-02-001482.hdr.sgml : 20020603 20020531214351 ACCESSION NUMBER: 0000950148-02-001482 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020603 GROUP MEMBERS: ENDICOTT MANAGEMENT CO. GROUP MEMBERS: ENDICOTT OFFSHORE INVESTORS, LTD. GROUP MEMBERS: ENDICOTT PARTNERS II, L.P. GROUP MEMBERS: ENDICOTT PARTNERS, L.P. GROUP MEMBERS: GENE F. GAINES GROUP MEMBERS: JAM MANAGERS, L.L.C. GROUP MEMBERS: JAM PARTNERS, L.P. GROUP MEMBERS: JAM SPECIAL OPPORTUNITIES FUND, L.P. GROUP MEMBERS: ROBERT I. USDAN GROUP MEMBERS: W.R. ENDICOTT, L.L.C. GROUP MEMBERS: WAYNE K. GOLDSTEIN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JACOBS SY CENTRAL INDEX KEY: 0001166408 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10003 MAIL ADDRESS: STREET 1: ONE FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10003 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENT FINANCIAL HOLDINGS INC CENTRAL INDEX KEY: 0001010470 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 330704889 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49970 FILM NUMBER: 02668407 BUSINESS ADDRESS: STREET 1: 3756 CENTRAL AVE CITY: RIVERSIDE STATE: CA ZIP: 92506 BUSINESS PHONE: 9096866060 MAIL ADDRESS: STREET 1: 3756 CENTRAL AVENUE CITY: RIVERSIDE STATE: CA ZIP: 92506 SC 13D 1 v82140sc13d.htm SCHEDULE 13D Provident Financial Holdings, Inc., SC 13D
 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No.      )*

Provident Financial Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

743868101

(CUSIP Number)

S. Alan Rosen, Esq.
Horgan, Rosen, Beckham & Coren, L.L.P.
23975 Park Sorrento, Suite 200
Calabasas, California 91302
(818) 591-2121

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 29, 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 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 26

 

CUSIP No. 743868101

1)    Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only):
Jam Partners, L.P.
 
 
2)    Check the Appropriate Box if a Member of a Group (See Instructions)

      (a)  [X]
      (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) [   ]
 
 
6)    Citizenship or Place of Organization: Delaware

 
             
Number of
Shares
Beneficially
Owned by
Each Reporting-
Person
With		   (7)   Sole Voting Power   100,000
 
  (8)   Shared Voting Power   0
 
  (9)   Sole Dispositive Power   100,000
 
  (10)   Shared Dispositive Power   0

 
 
11)    Aggregate Amount Beneficially Owned by Each Reporting Person: 100,000
 
 
12)    Check if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]
(See Instructions)
 
 
13)    Percent of Class Represented by Amount in Row (11): 2.70%
 
 
14)    Type of Reporting Person (See Instructions): PN
 
 

Page 2 of 26

 

CUSIP No. 743868101

1)    Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only):
JAM Special Opportunities Fund, L.P.
 
 
2)    Check the Appropriate Box if a Member of a Group (See Instructions)

      (a)  [X]
      (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) [   ]
 
 
6)    Citizenship or Place of Organization: Delaware

 
             
Number of
Shares
Beneficially
Owned by
Each Reporting-
Person
With		   (7)   Sole Voting Power   3,750
 
  (8)   Shared Voting Power   0
 
  (9)   Sole Dispositive Power   3,750
 
  (10)   Shared Dispositive Power   0

 
 
11)    Aggregate Amount Beneficially Owned by Each Reporting Person: 3,750
 
 
12)    Check if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]
(See Instructions)
 
 
13)    Percent of Class Represented by Amount in Row (11): 0.10%
 
 
14)    Type of Reporting Person (See Instructions): PN
 
 

Page 3 of 26

 

CUSIP No. 743868101

1)    Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only):
JAM Managers, L.L.C.
 
 
2)    Check the Appropriate Box if a Member of a Group (See Instructions)

      (a)  [X]
      (b)  [   ]
 

3)    SEC Use Only
 
 
4)    Source of Funds (See Instructions): NA
 
 
5)    Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [   ]
 
 
6)    Citizenship or Place of Organization: Delaware

 
             
Number of
Shares
Beneficially
Owned by
Each Reporting-
Person
With		   (7)   Sole Voting Power   103,750
 
  (8)   Shared Voting Power   0
 
  (9)   Sole Dispositive Power   103,750
 
  (10)   Shared Dispositive Power   0

 
 
11)    Aggregate Amount Beneficially Owned by Each Reporting Person: 103,750
 
 
12)    Check if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]
(See Instructions)
 
 
13)    Percent of Class Represented by Amount in Row (11): 2.80%
 
 
14)    Type of Reporting Person (See Instructions): OO
 
 

Page 4 of 26

 

CUSIP No. 743868101

1)    Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only):
Sy Jacobs
 
 
2)    Check the Appropriate Box if a Member of a Group (See Instructions)

      (a)  [X]
      (b)  [   ]
 

3)    SEC Use Only
 
 
4)    Source of Funds (See Instructions): PF
 
 
5)    Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [   ]
 
 
6)    Citizenship or Place of Organization: U.S.A.

 
             
Number of
Shares
Beneficially
Owned by
Each Reporting-
Person
With		   (7)   Sole Voting Power   6,250
 
  (8)   Shared Voting Power   103,750
 
  (9)   Sole Dispositive Power   6,250
 
  (10)   Shared Dispositive Power   103,750

 
 
11)    Aggregate Amount Beneficially Owned by Each Reporting Person: 110,000
 
 
12)    Check if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]
(See Instructions)
 
 
13)    Percent of Class Represented by Amount in Row (11): 2.97%
 
 
14)    Type of Reporting Person (See Instructions): IN
 
 

Page 5 of 26

 

CUSIP No. 743868101

1)    Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only):
Endicott Partners, L.P.
 
 
2)    Check the Appropriate Box if a Member of a Group (See Instructions)

      (a)  [X]
      (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) [   ]
 
 
6)    Citizenship or Place of Organization: Delaware

 
             
Number of
Shares
Beneficially
Owned by
Each Reporting-
Person
With		   (7)   Sole Voting Power   48,900
 
  (8)   Shared Voting Power   0
 
  (9)   Sole Dispositive Power   48,900
 
  (10)   Shared Dispositive Power   0

 
 
11)    Aggregate Amount Beneficially Owned by Each Reporting Person: 48,900
 
 
12)    Check if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]
(See Instructions)
 
 
13)    Percent of Class Represented by Amount in Row (11): 1.32%
 
 
14)    Type of Reporting Person (See Instructions): PN
 
 

Page 6 of 26

 

CUSIP No. 743868101

1)    Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only):
Endicott Partners II, L.P.
 
 
2)    Check the Appropriate Box if a Member of a Group (See Instructions)

      (a)  [X]
      (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) [   ]
 
 
6)    Citizenship or Place of Organization: Delaware

 
             
Number of
Shares
Beneficially
Owned by
Each Reporting-
Person
With		   (7)   Sole Voting Power   47,800
 
  (8)   Shared Voting Power   0
 
  (9)   Sole Dispositive Power   47,800
 
  (10)   Shared Dispositive Power   0

 
 
11)    Aggregate Amount Beneficially Owned by Each Reporting Person: 47,800
 
 
12)    Check if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]
(See Instructions)
 
 
13)    Percent of Class Represented by Amount in Row (11): 1.29%
 
 
14)    Type of Reporting Person (See Instructions): PN
 
 

Page 7 of 26

 

CUSIP No. 743868101

1)    Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only):
Endicott Offshore Investors, Ltd.
 
 
2)    Check the Appropriate Box if a Member of a Group (See Instructions)

      (a)  [X]
      (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) [   ]
 
 
6)    Citizenship or Place of Organization: British Virgin Islands

 
             
Number of
Shares
Beneficially
Owned by
Each Reporting-
Person
With		   (7)   Sole Voting Power   45,200
 
  (8)   Shared Voting Power   0
 
  (9)   Sole Dispositive Power   45,200
 
  (10)   Shared Dispositive Power   0

 
 
11)    Aggregate Amount Beneficially Owned by Each Reporting Person: 45,200
 
 
12)    Check if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]
(See Instructions)
 
 
13)    Percent of Class Represented by Amount in Row (11): 1.22%
 
 
14)    Type of Reporting Person (See Instructions): CO
 
 

Page 8 of 26

 

CUSIP No. 743868101

1)    Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only):
W.R. Endicott, L.L.C.
 
 
2)    Check the Appropriate Box if a Member of a Group (See Instructions)

      (a)  [X]
      (b)  [   ]
 

3)    SEC Use Only
 
 
4)    Source of Funds (See Instructions): NA
 
 
5)    Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [   ]
 
 
6)    Citizenship or Place of Organization: Delaware

 
             
Number of
Shares
Beneficially
Owned by
Each Reporting-
Person
With		   (7)   Sole Voting Power   96,700
 
  (8)   Shared Voting Power   0
 
  (9)   Sole Dispositive Power   96,700
 
  (10)   Shared Dispositive Power   0

 
 
11)    Aggregate Amount Beneficially Owned by Each Reporting Person: 96,700
 
 
12)    Check if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]
(See Instructions)
 
 
13)    Percent of Class Represented by Amount in Row (11): 2.61%
 
 
14)    Type of Reporting Person (See Instructions): OO
 
 

Page 9 of 26

 

CUSIP No. 743868101

1)    Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only):
Endicott Management Co.
 
 
2)    Check the Appropriate Box if a Member of a Group (See Instructions)

      (a)  [X]
      (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) [   ]
 
 
6)    Citizenship or Place of Organization: Delaware

 
             
Number of
Shares
Beneficially
Owned by
Each Reporting-
Person
With		   (7)   Sole Voting Power   15,200
 
  (8)   Shared Voting Power   0
 
  (9)   Sole Dispositive Power   15,200
 
  (10)   Shared Dispositive Power   0

 
 
11)    Aggregate Amount Beneficially Owned by Each Reporting Person: 15,200
 
 
12)    Check if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]
(See Instructions)
 
 
13)    Percent of Class Represented by Amount in Row (11): 0.41%
 
 
14)    Type of Reporting Person (See Instructions): CO
 
 

Page 10 of 26

 

CUSIP No. 743868101

1)    Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only):
Wayne K. Goldstein
 
 
2)    Check the Appropriate Box if a Member of a Group (See Instructions)

      (a)  [X]
      (b)  [   ]
 

3)    SEC Use Only
 
 
4)    Source of Funds (See Instructions): NA
 
 
5)    Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [   ]
 
 
6)    Citizenship or Place of Organization: U.S.A.

 
             
Number of
Shares
Beneficially
Owned by
Each Reporting-
Person
With		   (7)   Sole Voting Power   0
 
  (8)   Shared Voting Power   157,100
 
  (9)   Sole Dispositive Power   0
 
  (10)   Shared Dispositive Power   157,100

 
 
11)    Aggregate Amount Beneficially Owned by Each Reporting Person: 157,100
 
 
12)    Check if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]
(See Instructions)
 
 
13)    Percent of Class Represented by Amount in Row (11): 4.24%
 
 
14)    Type of Reporting Person (See Instructions): IN
 
 

Page 11 of 26

 

CUSIP No. 743868101

1)    Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only):
Robert I. Usdan
 
 
2)    Check the Appropriate Box if a Member of a Group (See Instructions)

      (a)  [X]
      (b)  [   ]
 

3)    SEC Use Only
 
 
4)    Source of Funds (See Instructions): NA
 
 
5)    Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [   ]
 
 
6)    Citizenship or Place of Organization: U.S.A.

 
             
Number of
Shares
Beneficially
Owned by
Each Reporting-
Person
With		   (7)   Sole Voting Power   0
 
  (8)   Shared Voting Power   157,100
 
  (9)   Sole Dispositive Power   0
 
  (10)   Shared Dispositive Power   157,100

 
 
11)    Aggregate Amount Beneficially Owned by Each Reporting Person: 157,100
 
 
12)    Check if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]
(See Instructions)
 
 
13)    Percent of Class Represented by Amount in Row (11): 4.24%
 
 
14)    Type of Reporting Person (See Instructions): IN
 
 

Page 12 of 26

 

CUSIP No. 743868101

1)    Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only):
Gene F. Gaines
 
 
2)    Check the Appropriate Box if a Member of a Group (See Instructions)

      (a)  [X]
      (b)  [   ]
 

3)    SEC Use Only
 
 
4)    Source of Funds (See Instructions): PF
 
 
5)    Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [   ]
 
 
6)    Citizenship or Place of Organization: U.S.A.

 
             
Number of
Shares
Beneficially
Owned by
Each Reporting-
Person
With		   (7)   Sole Voting Power   1,000
 
  (8)   Shared Voting Power   0
 
  (9)   Sole Dispositive Power   1,000
 
  (10)   Shared Dispositive Power   0

 
 
11)    Aggregate Amount Beneficially Owned by Each Reporting Person: 1,000
 
 
12)    Check if the Aggregate Amount in Row (11) Excludes Certain Shares [   ]
(See Instructions)
 
 
13)    Percent of Class Represented by Amount in Row (11): 0.03%
 
 
14)    Type of Reporting Person (See Instructions): IN
 
 

Page 13 of 26

 

Item 1: Security and Issuer.

     The class of equity securities to which this Schedule 13D relates is the $0.01 par value Common Stock (the “Shares”) of Provident Financial Holdings, Inc., a Delaware corporation (the “Issuer”). The Issuer’s Shares are traded on the Nasdaq National Market System under the symbol “PROV.” The principal executive offices of the Issuer are located at 3756 Central Avenue, Riverside, California 92506.

Item 2: Identity & Background.

     (a)  Names of Filing Persons:

     This Schedule 13D is being jointly filed by each of the following persons (hereinafter defined as: (i) the “JAM Parties”; (ii) the “Endicott Parties”; and (iii) Mr. Gene F. Gaines (“Mr. Gaines”) (collectively, the “Filing Persons”) pursuant to Rule 13d-1(k)(1) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”):

          (i) The Jam Parties:

(A)    JAM Partners, L.P., a Delaware limited partnership (“JAM”);
 
(B)    JAM Special Opportunities Fund, L.P., a Delaware limited partnership (“JAM SOF”);
 
(C)    JAM Managers, L.L.C. a Delaware limited liability company (“JAM MGR”); and
 
(D)    Sy Jacobs (“Mr. Jacobs”), the General Partner of JAM and JAM SOF and the Managing Member of JAM MGR.

          (ii) The Endicott Parties:

(A)    Endicott Partners, L.P., a Delaware limited partnership (“EPLP”);
 
(B)    Endicott Partners II, L.P., a Delaware limited partnership (“EPII”);
 
(C)    Endicott Offshore Investors, Ltd., a British Virgin Islands international business company (“EOI”);
 
(D)    W.R. Endicott, L.L.C., a Delaware limited liability company (“WRE LLC”) and general partner of EPLP and EPII;
 
(E)    Endicott Management Co., a Delaware corporation (“Endicott Management”) and advisor to EPLP, EPII, EOI and two managed accounts;

Page 14 of 26

 

(F)    Wayne K. Goldstein (“Mr. Goldstein”), a Managing Member of WRE LLC and Co-President of Endicott Management; and
 
(G)    Robert I. Usdan (“Mr. Usdan”), a Managing Member of WRE LLC and Co-President of Endicott Management.

     The Filing Persons have entered into a Joint Filing Agreement, dated as of May 29, 2002, a copy of which is filed with this Schedule 13D as Exhibit A, pursuant to which the Filing Persons have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. The Filing Persons have agreed to act as a group solely for the purposes of seeking the election of Mr. Gaines and Mr. Jacobs to the Issuer’s Board of Directors. The Filing Persons do not believe that the Issuer’s Board of Directors has considered all opportunities to maximize shareholder value. Thus, the solicitation of the nomination and election of Messrs. Gaines and Jacobs is intended to cause the Issuer’s Board of Directors to consider more dramatic steps to maximize shareholder value rather than pursuing the current course of mediocre financial performance, coupled with moderate buy-backs of the Shares. (See letter to Management attached as Exhibit B.)

     (b)  Residence or Business Address:

  JAM Parties:
One Fifth Avenue
New York, NY 10003

  EPLP, EPLPII, WRE LLC, Endicott Management, Mr. Goldstein and Mr. Usdan:
237 Park Avenue, Suite 801
New York, NY 10017

  EOI:
c/o Trident Fund Services (B.V.I) Ltd.
Wickhams Cay
P.O. Box 146 Road Town
Tortola, British Virgin Islands

  Mr. Gene F. Gaines
1018 Second Street, Unit 1
Santa Monica, California 90403

     (c)  Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted:

     JAM and JAM SOF are limited partnerships formed for the purpose of investing in, among other things, the equity securities of various financial services providers. JAM MGR is a limited liability company and general partner of JAM and JAM SOF. Mr. Jacobs is the Managing Member of JAM MGR. JAM, JAM SOF, JAM MGR and Mr. Jacobs conduct their activities from One Fifth Avenue, New York, New York 10003.

     EPLP, EPII and EOI invest in, among other things, the equity securities of various financial services providers. Endicott Management, in addition to being the advisor to EPLP,

Page 15 of 26

 

EPII and EOI, also manages two accounts which invests in, among other things, financial service providers. WRE LLC is the General Partner of EPLP and EPII. Messrs. Goldstein and Usdan are Co-Presidents of Endicott Management and Managing Members of WRE LLC. EPLP, EPII, WRE LLC, Endicott Management, Mr. Goldstein and Mr. Usdan conduct their activities from 237 Park Avenue, Suite 801, New York, New York 10017. EOI conducts its activities from Wichhams Cay, Tortola, British Virgin Islands.

     Mr. Gaines, an individual, is an investor for his personal account. Mr. Gaines is formerly the Chief Executive Officer of First Professional Bank, Santa Monica, California, and formerly Chairman of First Professional Bank’s holding company, Professional Bancorp, until its sale to First Community Bancorp in 2001. Mr. Gaines is currently Executive Vice President and the manager of the Private Banking Division at Pacific Western Bank, a subsidiary of First Community Bancorp. Mr. Gaines operates from his home located at 1018 Second Street, Unit 1 Santa Monica, California 90403.

     (d)  and (e)

     During the last five years, none of the Filing Persons has been convicted in a criminal proceeding(excluding traffic violations or similar misdemeanors), nor have any such persons or entities been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of violation of any such laws.

     (f)  Citizenship:

     JAM, JAM SOF and JAM MGR are organized under Delaware law. Jacobs is a citizen of the U.S.A.

     EPLP, EPII, WRE LLC, and Endicott Management, are organized under Delaware law. EOI is organized under the laws of the British Virgin Islands. Mr. Goldstein and Mr. Usdan are citizens of the U.S.A.

     Mr. Gaines is a citizen of the U.S.A.

Item 3: Source and Amount of Funds or Other Consideration

     For the JAM Parties, the aggregate purchase price of the Shares covered by this Statement was $2,323,283. Certain Shares were purchased in a margin account in the ordinary course of business. For the Endicott Parties, the aggregate purchase price of the Shares covered by this Statement was $4,386,884. No borrowed funds were used to purchase these Shares. For Mr. Gaines, the aggregate purchase price of the Shares covered by this Statement was $31,450. No borrowed funds were used to purchase these Shares.

Item 4: Purpose of Transaction

     The Shares that are the subject of this Schedule 13D were acquired by the Filing Persons for the purpose of investment. Depending upon investment strategies, the need for or availability

Page 16 of 26

 

of funds, the price of the Shares, and other considerations, each of the Filing Persons may acquire additional Shares or dispose of some or all of their respective Shares from time to time. The Filing Persons believe the Issuer’s Board of Directors has not considered all opportunities to maximize shareholder value. (See Exhibit B.) To foster this outcome, the Filing Persons seek the addition of Messrs. Gaines and Jacobs to serve on the Issuer’s Board of Directors in order to consider more dramatic steps to maximize shareholder value, rather than the current independent course of mediocre financial performance with moderate buy-backs of Shares. The Filing Persons have agreed to form a group solely for these purposes. The Filing Persons seek the addition of Messrs. Gaines and Jacobs to the Issuer’s Board of Directors through their nomination or, if necessary, by causing their election at the Issuer’s annual meeting of shareholders.

     At present, except as disclosed above regarding the Filing Persons’ intentions to change the composition of the Issuer’s Board of Directors, the Filing Persons have no specific plans or proposals that relate to, or could result in, any of the matters referred to in paragraphs (a) through (c), inclusive, and paragraphs (e) through (j), inclusive of this Item 4 of this Schedule 13D. The Filing Persons intend to continue to explore the options available to them. The Filing Persons may, at any time or from time to time, review or reconsider their position with respect to the Issuer and may formulate plans with respect to matters referred to in Item 4 of Schedule 13D.

Item 5: Interest in Securities of the Issuer

     (a)  Based on Form 10-Q filed by the Issuer, as of May 10, 2002, the Issuer had 3,707,171 Shares issued and outstanding. The following chart reflects the ownership of the Shares by the Filing Persons:

                 
Name   Numbers of Shares   Percentage
 
 
JAM Parties
     110,000       2.97 %
Endicott Parties
     157,100       4.24 %
Mr. Gaines
     1,000       0.03 %
 
    
     
 
 
     268,100       7.23 %

     (b)  With respect to the JAM Parties, JAM MGR has the power to vote or direct the voting of and the power to dispose or to direct the disposition of 103,750 Shares of the Issuer’s stock, and Mr. Jacobs has the power to vote or direct the voting of and the power to dispose or to direct the disposition of 6,250 Shares of the Issuer’s stock. Because Mr. Jacobs is the Managing Member of JAM MGR, he may be deemed to have the indirect power to vote or direct the vote and to dispose or direct the disposition of the Shares of the Issuer’s stock held by the JAM Parties that is the subject of this Schedule 13D. Each of Mr. Jacobs and JAM MGR disclaims beneficial ownership of shares of the Issuer’s stock held by the other Filing Persons.

     EPLP, EPII, WRE LLC have the power to vote or direct the voting of and the power to dispose or direct the disposition of 96,700 shares of the Issuer’s stock. Endicott Management has the power to vote or direct the voting of and the power to dispose or direct the disposition of 15,200 Shares of the Issuer’s stock. Endicott Offshore Investors, Ltd. has the power to vote or direct the voting of and the power to dispose or direct the disposition of 45,200 Shares of the Issuer’s stock. Because Messrs. Goldstein and Usdan are Co-Presidents of Endicott

Page 17 of 26

 

Management and Managing Members of WRE LLC, they may be deemed to have the indirect power to vote and to dispose or direct the disposition of the Shares the Issuer’s stock held by the Endicott Parties. Messrs Goldstein and Usdan disclaim beneficial ownership of Shares of the Issuer’s stock held by the other Filing Persons.

     Mr. Gaines has the has the power to vote or direct the voting of and the power to dispose or direct the disposition of 1,000 shares of the Issuer’s stock. Mr. Gaines disclaims beneficial ownership of Shares of the Issuer’s stock held by the other Filing Persons.

     (c)  Purchases in the last 60 days. See Exhibit C attached. The transactions identified in Exhibit C were effected through one or more brokers on the Nasdaq National Market.

     (d)  No person other than the Filing Persons has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the Shares that are the subject of this Schedule 13D.

     (e)  Not applicable.

Item 6: Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

     Except as set forth herein, none of the Filing Persons has any contract, arrangement, understanding, or relationship (legal or otherwise) between or among themselves and any person with respect to securities of the Issuer, including but not limited to transfer or voting of any of the Shares of the Issuer’s stock that are the subject of this Schedule 13D, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Certain of the Shares of the JAM Parties were purchased in a margin account in the ordinary course of business.

Item 7: Material to be Filed as Exhibits

     Exhibit A — Joint Filing Agreement

     Exhibit B — Letter to Management

     Exhibit C — Schedule of Purchases

Page 18 of 26

 

SIGNATURES

     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.

     
    JAM PARTNERS, L.P.
By its General Partner
JAM MANAGERS, L.L.C.
Dated: May 31, 2002   By: /s/ Sy Jacobs
   
    Name: Sy Jacobs
Title: Managing Member
 
Dated: May 31, 2002   JAM SPECIAL OPPORTUNITIES FUND, L.P.
By its General Partner
JAM MANAGERS, L.L.C.
By: /s/ Sy Jacobs
   
    Name: Sy Jacobs
Title: Managing Member
 
    JAM MANAGERS, L.L.C.
Dated: May 31, 2002   By: /s/ Sy Jacobs
   
    Name: Sy Jacobs
Title: Managing Member
 
Dated: May 31, 2002   By: /s/ Sy Jacobs
   
    Name: Sy Jacobs
 
Dated: May 31, 2002   ENDICOTT PARTNERS, L.P.
By its General Partner
W.R. ENDICOTT, L.L.C.
By: /s/ Wayne K. Goldstein
   
    Name: Wayne K. Goldstein
Title: Managing Member
 
    ENDICOTT PARTNERS II, L.P.
By its General Partner
W.R. ENDICOTT, L.L.C.
Dated: May 31, 2002   By: /s/ Wayne K. Goldstein
   
    Name: Wayne K. Goldstein
Title: Managing Member

Page 19 of 26

 

     
Dated: May 31, 2002   W.R. ENDICOTT, L.L.C.
By: /s/ Wayne K. Goldstein
   
    Name: Wayne K. Goldstein
Title: Managing Member
 
Dated: May 31, 2002   ENDICOTT OFFSHORE INVESTORS, LTD.
By its Director
By: /s/ Robert I. Usdan
   
    Name: Robert I. Usdan
 
Dated: May 31, 2002   ENDICOTT MANAGEMENT CO.
By its Co-President
By: /s/ Wayne K. Goldstein
   
    Name: Wayne K. Goldstein
 
Dated: May 31, 2002   By: /s/ Wayne K. Goldstein
   
    Name: Wayne K. Goldstein
 
Dated: May 31, 2002   By: /s/ Robert I. Usdan
   
    Name: Robert I. Usdan
 
Dated: May 31, 2002   By: /s/ Gene F. Gaines
   
    Name: Gene F. Gaines

Page 20 of 26 EX-99.(A) 3 v82140exv99wxay.htm EXHIBIT A - JOINT FILING AGREEMENT Provident Financial Holdings, Inc, SC 13D

 

EXHIBIT A

AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13D

The undersigned hereby agree as follows:

     (i)  Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and

     (ii)  Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

     
Dated: May 29, 2002   JAM PARTNERS, L.P.
By its General Partner
JAM MANAGERS, L.L.C.
By: /s/ Sy Jacobs
   
    Name: Sy Jacobs
Title: Managing Member
 
Dated: May 29, 2002   JAM SPECIAL OPPORTUNITIES FUND, L.P.
By its General Partner
JAM MANAGERS, L.L.C.
By: /s/ Sy Jacobs
   
    Name: Sy Jacobs
Title: Managing Member
 
Dated: May 29, 2002   JAM MANAGERS, L.L.C.
By: /s/ Sy Jacobs
   
    Name: Sy Jacobs
Title: Managing Member
 
Dated: May 29, 2002   By: /s/ Sy Jacobs
   
    Name: Sy Jacobs
 
Dated: May 29, 2002   ENDICOTT PARTNERS, L.P.
By its General Partner
W.R. ENDICOTT, L.L.C.
By: /s/ Wayne K. Goldstein
   
    Name: Wayne K. Goldstein
Title: Managing Member

Page 21 of 26

 

     
Dated: May 29, 2002   ENDICOTT PARTNERS II, L.P.
By its General Partner
W.R. ENDICOTT, L.L.C.
By: /s/ Wayne K. Goldstein
   
    Name: Wayne k. Goldstein
Title: Managing Member
 
Dated: May 29, 2002   W.R. ENDICOTT, L.L.C.
By: /s/ Wayne K. Goldstein
   
    Name: Wayne K. Goldstein
Title: Managing Member
 
Dated: May 29, 2002   ENDICOTT OFFSHORE INVESTORS, LTD.
By its Director
By: /s/ Robert I. Usdan
   
    Name: Robert I. Usdan
 
Dated: May 29, 2002   ENDICOTT MANAGEMENT CO.
By its Co-President
By: /s/ Wayne K. Goldstein
   
    Name: Wayne K. Goldstein
 
Dated: May 29, 2002   By: /s/ Wayne K. Goldstein
   
    Name: Wayne K. Goldstein
 
Dated: May 29, 2002   By: /s/ Robert I. Usdan
   
    Name: Robert I. Usdan
 
Dated: May 29, 2002   By: /s/ Gene F. Gaines
   
    Name: Gene F. Gaines

Page 22 of 26 EX-99.(B) 4 v82140exv99wxby.htm EXHIBIT 99.(B)- LETTER TO MANAGEMENT Provident Financial Holdings, Inc., SC 13D

 

EXHIBIT B

[LETTER TO MANAGEMENT]

May 29, 2002



The Board of Directors
c/o Craig G. Blunden
Chairman of the Board
Provident Financial Holdings, Inc.
3756 Central Avenue
Riverside, CA 92506

Dear Members of the Board of Directors,

I am writing to you representing a group of entities that together own more than 7% of Provident Financial Holdings, Inc.’s (“Provident”) shares outstanding. The group includes myself, entities managed by JAM Managers, L.L.C., of which I am the Managing Member, and entities managed by Endicott Management Company. Craig Blunden, the CEO of Provident, is familiar with both the principals of Endicott, Wayne Goldstein and Rob Usdan, and me. JAM has been a shareholder of Provident Financial continuously since soon after Provident’s conversion to public ownership in 1996. Endicott has owned stock for over two years. We have been patient investors in Provident for many years and supportive of the company’s efforts to increase profitability through strategic and balance sheet initiatives. After considering many issues-including the changing economic landscape, the company’s financial results and thrift valuations in both the stock and merger markets-we have reached the conclusion that the strategic and balance sheet initiatives executed by Provident’s management have not fully enhanced the value of the company. The quarter ending March 31, 2002, demonstrates Provident’s continuing sub-par operating performance.

Provident has produced low levels of profitability since its conversion and has not been able to achieve its stated goal of a minimum 10% return on shareholders equity. In fact, operating ROE has never been higher than 9.5% for any fiscal year and has averaged 6.9% in the past five years. The past two years have provided near optimal economic and interest rate conditions for thrifts nationwide with falling interest rates, a steep yield curve and a very active mortgage market. Provident has not been able to take advantage of these near perfect conditions which gives us concern as to the company’s potential performance as these conditions deteriorate.

While management can be faulted for much of the lackluster performance, ultimate responsibility for oversight and attention to shareholder value rests with Provident’s board of directors. We firmly believe that the board should consider more dramatic steps to maximize shareholder value than its current independent course of mediocre financial performance with moderate share buybacks. It does not appear that the board has considered all opportunities to maximize shareholder value.

In light of our observations discussed above, and recognizing that institutional shareholders such as ourselves own more than 50% of Provident’s shares outstanding, it seems appropriate for the composition of the board to more directly reflect the ownership profile of the company. Accordingly, we intend to nominate to shareholders two candidates for the directors’ seats that become available at this year’s annual meeting. We feel this is the best way to make our voice heard

Page 23 of 26

 

about shareholder value matters and to make sure that the strategies being implemented by management are in the best interests of all shareholders.

Our nominees, Gene Gaines and myself, are well qualified to add value to the board and to represent shareholder interests adding to the board’s breadth of talent and perspective. I have worked as a research analyst and money manager focusing on financial stocks for 18 years. I recently ended my service as a director of BYL Bancorp after we concluded our sale to First Banks of America. I am currently a director of First Investors Financial Services; a Houston based automobile finance company. Gene was CEO of First Professional Bank in Santa Monica and Chairman of its holding company, Professional Bancorp until its sale in 2001 to First Community Bancorp. He is currently an Executive Vice President and manager of the Private Banking division at Pacific Western Bank, a subsidiary of First Community Bancorp.

We would prefer to work with the board on a friendly basis, as has been the case in my previous board memberships. An unfriendly proxy contest for the two board seats that are up for election later this year is not in any of our best interests. We hope you feel the same way, especially in light of the high probability of our success given Provident’s institutional ownership, which we see as likely to vote for our candidates. Therefore, we welcome a discussion regarding our election to the board in a friendly manner.

We will file a 13D statement with the Securities and Exchange Commission shortly declaring the holdings of our group. Our hope is to resolve this matter on a friendly and productive basis. We will take your silence as a sign of unwillingness to work together on our request for board seats, and after filing our 13D we will follow up with the necessary documentation for making nominations for the annual meeting. We look forward to your response as a constructive step towards increasing shareholder value for our company.

Sincerely,



/s/ Sy Jacobs
Sy Jacobs
Managing Member
JAM Managers, L.L.C.
As General Partner for
JAM Partners, L.P.

Page 24 of 26 EX-99.(C) 5 v82140exv99wxcy.htm EXHIBIT 99.(C)- SCHEDULE OF PURCHASES Provident Financial Holdings, Inc., SC 13D

 

EXHIBIT C

SCHEDULE OF PURCHASES

JAM Partners, L.P. acquisitions of Provident Financial Holdings, Inc.

                         
Date   Shares(#)   Price/Share   Cost($)
 
 
 
4/26/02
     3,500       29.67817       103,874  
4/26/02
     100       29.93000       2,993  
4/29/02
     500       30.08000       15,040  
5/17/02
     6,750       31.13722       210,176  
5/21/02
     4,850       31.06309       150,656  

JAM Special Opportunities Fund, L.P. acquisitions of Provident Financial Holdings, Inc.

                         
Date   Shares(#)   Price/Share   Cost($)
 
 
 
5/17/02
     1,200       31.15000       37,380  
5/22/02
     550       31.06000       17,083  

SY Jacobs acquisitions of Provident Financial Holdings, Inc.

                         
Date   Shares(#)   Price/Share   Cost($)
 
 
 
5/22/02
     1,250       31.06360       38,829  

Endicott Partners, L.P. acquisitions of Provident Financial Holdings, Inc.

                         
Date   Shares(#)   Price/Share   Cost($)
 
 
 
4/1/02
     12,500       29.61167       370,146  
5/17/02
     5,100       31.10990       158,660  
5/20/02
     2,600       31.05962       80,755  
5/21/02
     500       30.99000       15,495  
5/22/02
     1,600       31.01563       49,625  
5/23/02
     700       31.01273       21,709  

Endicott Partners II, L.P. acquisitions of Provident Financial Holdings, Inc.

                         
Date   Shares(#)   Price/Share   Cost($)
 
 
 
4/1/02
     9,400       29.61207       278,353  
4/1/02
     27,100       29.59000       801,889  
4/29/02
     500       30.10000       15,050  
5/17/02
     5,600       31.10946       172,213  
5/20/02
     2,400       31.06042       74,545  
5/21/02
     600       30.99000       18,594  
5/22/02
     1,500       31.01667       46,525  
5/23/02
     700       31.01273       21,709  

Page 25 of 26

 

Endicott Offshore Investors, Ltd. acquisitions of Provident Financial Holdings, Inc.

                         
Date   Shares(#)   Price/Share   Cost($)
 
 
 
4/26/02
     3,700       29.68075       109,819  
5/17/02
     2,800       31.11393       87,119  
5/20/02
     2,300       31.06087       71,440  
5/21/02
     600       30.99000       18,594  
5/22/02
     1,500       31.01667       46,525  
5/23/02
     600       31.01778       18,611  

Endicott Endicott Management Co. acquisitions of Provident Financial Holdings, Inc.

                         
Date   Shares(#)   Price/Share   Cost($)
 
 
 
5/17/02
     1,500       31.12167       46,683  
5/20/02
     700       31.08571       21,760  
5/21/02
     200       30.99000       6,198  
5/22/02
     400       31.06250       12,425  
5/23/02
     200       31.07333       6,215  

Gene F. Gaines acquisitions of Provident Financial Holdings, Inc.

                         
Date   Shares(#)   Price/Share   Cost($)
 
 
 
5/29/02
     1,000       31.45000       31,450  

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