-----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, UPY/UoKz9eGFlHFz4gDQLKVAg4iB3zNSc/UJgnpFavuNOyQ80QO4p5Glz5iyRRNR Ow+64XL/hv+A14NR3R666w== 0000889812-99-002331.txt : 19990809 0000889812-99-002331.hdr.sgml : 19990809 ACCESSION NUMBER: 0000889812-99-002331 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990806 GROUP MEMBERS: RCG KINGSTON FORD LTD GROUP MEMBERS: THE PARTNERSHIP FOR BANK CAPITAL, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIFE FINANCIAL CORP CENTRAL INDEX KEY: 0001028918 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 330743196 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51195 FILM NUMBER: 99679339 BUSINESS ADDRESS: STREET 1: 10540 N MAGNOLIA ACE STREET 2: UNIT B CITY: RIVERSIDE STATE: CA ZIP: 92503 BUSINESS PHONE: 9098869751 MAIL ADDRESS: STREET 1: 1598 EAST HIGHLAND AVENUE CITY: SAN BERNADINO STATE: CA ZIP: 92404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RCG KINGSTON FORD LTD CENTRAL INDEX KEY: 0001092701 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 757 THIRD AVENUE 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128457990 MAIL ADDRESS: STREET 1: 757 THIRD AVENUE 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 STATEMENT OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* LIFE FINANCIAL CORPORATION ---------------------------------------------------------------------- (Name of issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE ---------------------------------------------------------------------- (Title of class of securities) 53184P101 ---------------------------------------------------------------------- (CUSIP number) THOMAS F. GILLEN c/o RCG KINGSTON, LLC 757 THIRD AVENUE, 27TH FLOOR NEW YORK, NEW YORK 10017 (212) 845-7990 ---------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) July 29, 1999 ** ---------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13Gto 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 disclosures provided in a prior cover page. ** This filing is a voluntary disclosure. - ------------------------------------------------------- CUSIP No. 53184P101 Page 1 of 5 Pages ======================================================================= 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) RCG Kingston Fund, Ltd. The Partnership For Bank Capital, L.P. - IRS ID No.23-2613411 - ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/X/ (b)/ / - ---------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------- 4 SOURCE OF FUNDS* RCG KINGSTON FUND, LTD - WC The Partnership For Bank Capital - WC - ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION RCG Kingston Fund, Ltd - Cayman Islands The Partnership For Bank Capital, L.P. - Delaware, USA - ---------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY -0- OWNED BY ------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING RCG Kingston Fund, Ltd. - 279,000 PERSON WITH The Partnership For Bank Capital, LP - 74,000 ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER RCG Kingston, Fund, Ltd. - 279,000 The Partnership For Bank Capital, L.P. - 74,000 - ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON RCG Kingston Fund, Ltd. - 279,000 The Partnership For Bank Capital, L.P. - 74,000 - ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ---------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) RCG Kingston Fund, Ltd. - 4.3% The Partnership For Bank Capital, L.P. - 1.1% TOTAL=5.4% - ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* RCG Kingston Fund, Ltd. - PN The Partnership for Bank Capital, L.P. -PN ======================================================================= *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 53184P101 13D Page 2 of 5 Pages Item 1. Security And Issuer. -------------------- This statement relates to the shares ("Shares") of common stock, $.01 par value ("Common Stock"), of Life Financial Corporation ("Issuer"). The principal executive offices of the Issuer are located at 10540 Magnolia Avenue, Suite B, Riverside, California 92505. Item 2. Identity and Background. ------------------------ (a) Name: RCG Kingston Fund, Ltd. and The Partnership For Bank Capital, L.P. (the "Reporting Persons"). (b) The principal business addresses of the Reporting Persons are: RCG Kingston Fund, Ltd. - 757 Third Avenue, 27th Floor, New York, NY 10017. The Partnership For Bank Capital, L.P. - 757 Third Avenue, 27th Floor, New York, NY 10017. (c) The present principal businesses of the Reporting Persons are: RCG Kingston Fund, Ltd. - investment. The Partnership For Bank Capital, L.P. - investment. (d) Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Persons have not, during the last five years, been 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) The Reporting Persons are citizens of: RCG Kingston Fund, Ltd. - Cayman Islands The Partnership for Bank Capital - Delaware, USA CUSIP No. 53184P101 13D Page 3 of 5 Pages Item 3. Source And Amount Of Funds Or Other Consideration. -------------------------------------------------- The funds for this purchase were acquired from the Reporting Persons' working capital. Item 4. Purpose Of Transaction. ----------------------- The purpose of the acquisition of these shares is for investment purposes. The filers may acquire additional shares or dispose of shares from time to time. Also, the filers reserve the right to change investment intentions based upon circumstances. Currently, the filers have no plan or proposal which relates to the following (although he reserves the right to develop such plans or proposals): (i) the acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer: (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) a change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Issuer's board of directors;(v) a material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the business or corporate structure of the Issuer; (vii) any change in the Issuer's certificate of incorporation or by-laws or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action similar to any of those enumerated above. Item 5. Interest In Securities Of The Issuer. ------------------------------------- RCG Kingston Fund, Ltd. is the beneficial owner of 279,000 shares of the Issuer's Common Stock (representing 4.3% of the issued and outstanding Common Stock). Of these 279,000 shares. RCG Kingston Fund, Ltd. has shared voting and dispositive power over 279,000 shares. CUSIP No. 53184P101 13D Page 4 of 5 Pages The Partnership For Bank Capital, L.P. is the beneficial owner of 74,000 shares of the Issuer's common stock (representing 1.1% of the issued and outstanding Common Stock). Of these 74,000 shares, The Partnership For Bank Capital, L.P. has shared voting and dispositive power over 74,000 shares. Together, as a group, the Reporting Persons are the beneficial owners of these 353,000 shares of the Issuer's Common Stock (representing 5.4% of the issued and outstanding Common Stock. Of these 353,000 shares, the Reporting persons have shared voting and dispositive power over 353,000 shares. During the last 60 days the following shares were acquired by each of the Reporting Persons: RCG Kingston Fund, Ltd. - 34,000 shares at $5.03 on 7/29/99. The Partnership For Bank Capital, L.P. - 4,000 shares at $5.03 on 7/29/99. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect To Securities Of The Issuer. - ------------------------------------------------------------------------------- There is no contract between the Reporting Persons or any other person with respect to any securities of the Issuer including, but not limited to transfer or voting of any security, finder's fees, joint ventures, loan or options arrangements, puts or calls, guarantees of profits, division of profit or losses, or the giving or holding of proxies, except as described herein. 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: August 5, 1999 RCG Kingston Fund, Ltd. By: Thomas F. Gillen ------------------------------ The Partnership For Bank Capital, L.P. By: Donald B. Jennings ------------------------------ CUSIP No. 53184P101 13D Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----