0001193125-14-053815.txt : 20140214 0001193125-14-053815.hdr.sgml : 20140214 20140214125206 ACCESSION NUMBER: 0001193125-14-053815 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: LAURENCE M. AUSTIN GROUP MEMBERS: MITCHELL J. KATZ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN RIVER BANKSHARES CENTRAL INDEX KEY: 0001108236 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 680352144 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59651 FILM NUMBER: 14613644 BUSINESS ADDRESS: STREET 1: 3100 ZINFANDEL DRIVE STREET 2: SUITE 450 CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 BUSINESS PHONE: 9162316723 MAIL ADDRESS: STREET 1: 3100 ZINFANDEL DRIVE STREET 2: SUITE 450 CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN RIVER Bankshares DATE OF NAME CHANGE: 20040528 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN RIVER HOLDINGS DATE OF NAME CHANGE: 20000301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENDEAVOUR CAPITAL ADVISORS INC CENTRAL INDEX KEY: 0001218749 IRS NUMBER: 133744281 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 410 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036180101 MAIL ADDRESS: STREET 1: 410 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G/A 1 d675994dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

(Amendment No. 2)

Under the Securities Exchange Act of 1934

 

 

American River Bankshares

(Name of Issuer)

Common Stock

(Title of Class of Securities)

029326105

(CUSIP Number)

December 31, 2013

(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).

 

 

 

 

Continued on following pages

Page 1 of 8 Pages

  Page 2 of 8 Pages

 

  1   

Names of Reporting Persons

 

Endeavour Capital Advisors Inc.

  2  

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  ¨        b.  ¨

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

    5    

Sole Voting Power

 

638,770

   6   

Shared Voting Power

 

0

   7   

Sole Dispositive Power

 

638,770

   8   

Shared Dispositive Power

 

0

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

638,770

10  

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11  

Percent of Class Represented By Amount in Row (9)

 

7.3%

12  

Type of Reporting Person (See Instructions)

 

IA

 

  Page 3 of 8 Pages

 

  1   

Names of Reporting Persons

 

Laurence M. Austin

  2  

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  ¨        b.  ¨

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

    5    

Sole Voting Power

 

638,770

   6   

Shared Voting Power

 

0

   7   

Sole Dispositive Power

 

638,770

   8   

Shared Dispositive Power

 

0

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

638,770

10  

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11  

Percent of Class Represented By Amount in Row (9)

 

7.3%

12  

Type of Reporting Person (See Instructions)

 

IN, HC

 

  Page 4 of 8 Pages

 

  1   

Names of Reporting Persons

 

Mitchell J. Katz

  2  

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  ¨        b.  ¨

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

United States of America

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

    5    

Sole Voting Power

 

638,770

   6   

Shared Voting Power

 

0

   7   

Sole Dispositive Power

 

638,770

   8   

Shared Dispositive Power

 

0

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

638,770

10  

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

11  

Percent of Class Represented By Amount in Row (9)

 

7.3%

12  

Type of Reporting Person (See Instructions)

 

IN, HC

 

  Page 5 of 8 Pages

 

Item 1 (a) Name of Issuer: American River Bankshares (the “Issuer”)

 

         1 (b) Address of the Issuer’s Principal Executive Offices:
          3100 Zinfandel Drive, Suite 450, Rancho Cordova, California 95670

 

Item 2 (a) Name of Person Filing:

This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k)(1) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act: (i) Endeavour Capital Advisors Inc. (“Endeavour”), (ii) Laurence M. Austin and (iii) Mitchell J. Katz.

 

         2 (b) Principal Business Address or, if non, Residence:

Endeavour Capital Advisors Inc.

410 Greenwich Avenue

Greenwich, CT 06830

 

         2 (c) Citizenship of Person Filing:

Endeavour is a Delaware corporation and Mssrs. Austin and Katz are citizens of the United States of America.

 

         2 (d) Title of Class of Securities: Common Stock

 

         2 (e) CUSIP Number: 029326105

 

Item 3. Not applicable

 

Item 4. Ownership:

The information in items 1 and 5 through 11 on the cover pages (pp. 2-4) on this Schedule 13G is hereby incorporated by reference.

 

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 Security Being Reported on by the Parent Holding Company:

Not applicable.

 

Item 8. Identification and Classification of Members of the Group:

Not applicable.

  Page 6 of 8 Pages

 

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 acquired and are held in the ordinary course of business and 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

  Page 7 of 8 Pages

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2014
ENDEAVOUR CAPITAL ADVISORS INC. *
By:  

/s/     Glenn Hofsess

  Name:   Glenn Hofsess
  Title:   Chief Financial Officer
LAURENCE M. AUSTIN*
By:  

/s/     Laurence M. Austin

MITCHELL J.KATZ*
By:  

/s/     Mitchell J. Katz

 

* The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein, and this report shall not otherwise be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

  Page 8 of 8 Pages

 

Exhibit 1

AGREEMENT OF JOINT FILING

Endeavour Capital Advisors Inc., Laurence M. Austin and Mitchell J. Katz hereby agree that the Statement on Schedule 13G to which this agreement is attached as an exhibit as well as all future amendments to such Statement, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended.

 

Dated: February 14, 2014
ENDEAVOUR CAPITAL ADVISORS INC.
By:  

/s/     Glenn Hofsess

  Name:   Glenn Hofsess
  Title:   Chief Financial Officer
LAURENCE M. AUSTIN
By:  

/s/     Laurence M. Austin

MITCHELL J.KATZ
By:  

/s/     Mitchell J. Katz