-----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, Datv3l/It6BbE81xkhazrwwsFgylierJLRgC5NhQiY+DB5q4KOzoNW7USMS2YXEI yuFjfYwc4/yVmr7yBq+www== 0000892917-10-000250.txt : 20100901 0000892917-10-000250.hdr.sgml : 20100901 20100901161302 ACCESSION NUMBER: 0000892917-10-000250 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100901 DATE AS OF CHANGE: 20100901 GROUP MEMBERS: ARLES ADVISORS INC GROUP MEMBERS: ARLES PARTNERS LP GROUP MEMBERS: HOMESTEAD PARTNERS LP GROUP MEMBERS: WARREN A. MACKEY FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACKEY WARREN A CENTRAL INDEX KEY: 0001068071 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O CIA ADVISORS INC STREET 2: 767 5TH AVENUE 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10155 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LOUISIANA BANCORP INC CENTRAL INDEX KEY: 0001392562 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 000000000 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83012 FILM NUMBER: 101052643 BUSINESS ADDRESS: STREET 1: 1600 VETERANS MEMORIAL BOULEVARD CITY: METARIE STATE: LA ZIP: 70005 BUSINESS PHONE: 504-834-1190 MAIL ADDRESS: STREET 1: 1600 VETERANS MEMORIAL BOULEVARD CITY: METARIE STATE: LA ZIP: 70005 FORMER COMPANY: FORMER CONFORMED NAME: BNO BANCORP INC DATE OF NAME CHANGE: 20070309 SC 13D/A 1 wamlp13d100901a2.htm AMENDMENT NO. 2 wamlp13d100901a2.htm - Generated by SEC Publisher for SEC Filing

CUSIP No. 54619P104

SCHEDULE 13D

Page 1 of 10

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)

LOUISIANA BANCORP, INC.

(Name of Issuer)

 

Common Stock, $.01 par value per share
(Title of Class of Securities)

 

54619P104

(CUSIP Number)

 

Warren A. Mackey

565 Fifth Avenue, 22d Floor

New York, New York  10017

Telephone:  (212) 370-9032

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 23, 2010
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  [   ]

 

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. 54619P104

SCHEDULE 13D

Page 2 of 10

 

 

1.

Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only).



Homestead Partners LP

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:  0

8.  Shared Voting Power:  158,600

9.  Sole Dispositive Power:  0

10.  Shared Dispositive Power:  158,600

11.

Aggregate Amount Beneficially Owned by Each Reporting Person:  158,600

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

13.

Percent of Class Represented by Amount in Row (11):  3.7%

14.

Type of Reporting Person (See Instructions)

PN

 

 

 


 

CUSIP No. 54619P104

SCHEDULE 13D

Page 3 of 10

 

 

1.

Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only).

 

Arles Partners LP

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:

New York

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

 

7.  Sole Voting Power:  0

8.  Shared Voting Power:  50,500

9.  Sole Dispositive Power:  0

10.  Shared Dispositive Power:  50,500

11.

Aggregate Amount Beneficially Owned by Each Reporting Person:  50,500

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

13.

Percent of Class Represented by Amount in Row (11):  1.2%

14.

Type of Reporting Person (See Instructions)
PN

 

 


 

CUSIP No. 54619P104

SCHEDULE 13D

Page 4 of 10

 

 

1.

Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only).



Arles Advisors Inc

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)  n/a

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

6.

Citizenship or Place of Organization:

New York

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

 

7.  Sole Voting Power:  0

8.  Shared Voting Power:  209,100

9.  Sole Dispositive Power:  0

10.  Shared Dispositive Power:  209,100

11.

Aggregate Amount Beneficially Owned by Each Reporting Person:  209,100

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

13.

Percent of Class Represented by Amount in Row (11):  4.9%

14.

Type of Reporting Person (See Instructions)
CO

 


 

CUSIP No. 54619P104

SCHEDULE 13D

Page 5 of 10

 

 

1.

Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only).

 

Warren A. Mackey

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)  n/a

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

6.

Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

 

7.  Sole Voting Power:  0

8.  Shared Voting Power:  209,100

9.  Sole Dispositive Power:  0

10.  Shared Dispositive Power:  209,100



11.

Aggregate Amount Beneficially Owned by Each Reporting Person:  209,100



12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]



13.

Percent of Class Represented by Amount in Row (11):  4.9%



14.

Type of Reporting Person (See Instructions)

IN

 


 

CUSIP No. 54619P104

SCHEDULE 13D

Page 6 of 10

 

 

Item 1.  Security and Issuer

            This is the second amendment (this "Second Amendment") to the original Schedule 13D filed on July 25, 2007 (the "Original Schedule 13D"), and amended on December 28, 2009 ("First Amendment").  This Second Amendment relates to the common stock (“Shares”), $.01 par value per share, of Louisiana Bancorp, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 1600 Veterans Memorial Boulevard, Metairie, Louisiana 70005.

Item 2.  Identity and Background

            (a) This Second Amendment is filed by Homestead Partners LP (“Homestead Partners”), a Delaware limited partnership, Arles Partners LP (“Arles Partners”), a New York limited partnership, Arles Advisors Inc (“Arles Advisors”), a New York corporation, and Warren A. Mackey. All the filers of this Second Amendment are collectively referred to as the “Reporting Group.”

            Arles Advisors is the general partner of Homestead Partners and Arles Partners. The sole shareholder, director and executive officer of Arles Advisors is Warren A. Mackey. By virtue of his position with Arles Advisors, Mr. Mackey has the sole investment discretion and voting authority with respect to the Issuer’s Shares owned by Homestead Partners and Arles Partners.  Accordingly, the Reporting Group is hereby filing a joint Schedule 13D.

            (b) The principal business address of the Reporting Group is 565 Fifth Avenue, 22d Floor, New York, New York 10017.

            (c) The principal business of Homestead Partners and Arles Partners is investing in securities. The principal business of Arles Advisors is acting as the general partner of Homestead Partners and Arles Partners. The principal occupation of Mr. Mackey is investing in securities.

            (d) During the past five years, no member of the Reporting Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

            (e) During the past five years, no member of the Reporting Group has been a 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) Warren A. Mackey is a citizen of the United States of America.

Item 3.  Source and Amount of Funds or Other Consideration

In the aggregate, the Reporting Group owns 209,100 Shares acquired at an aggregate cost of $2,167,626.

The amount of funds expended to date by Homestead Partners to acquire the 158,600 Shares it holds in its name is $1,633,809.  Such funds were provided from Homestead Partners' working capital.

 

 


 

CUSIP No. 54619P104

SCHEDULE 13D

Page 7 of 10

 

The amount of funds expended to date by Arles Partners to acquire the 50,500 Shares it holds in its name is $533,817. Such funds were provided from Arles Partners’ working capital.

            All or part of the Shares owned by members of the Reporting Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the Reporting Group.  Such loans generally bear interest at a rate based on the broker's call rate from time to time in effect.

Item 4.  Purpose of Transaction

            The Reporting Group is filing this Second Amendment to report that its beneficial ownership of Shares has dropped below five percent of the Shares currently outstanding.

 

            The Reporting Group intends to review its investment in the Issuer on a continuing basis, engage in discussions with senior management and the board of directors of the Issuer and work with the Issuer to enhance shareholder value. Depending on various factors including, without limitation, the Issuer’s financial position and strategy, the price levels of the Shares, conditions in the securities markets and global, national and local economic and industry conditions, the Reporting Group may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, making proposals to the Issuer concerning changes to the Issuer's capitalization, dividend policy, share-repurchase policy and operations, seeking Board representation, purchasing additional Shares, selling some or all of its Shares or changing its intention with respect to any and all matters referred to in this Item 4.

No member of the Reporting Group, to the best of the Reporting Group's knowledge, has any present plans or proposals that relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above.

Item 5.  Interest in Securities of the Issuer

(a) and (b) The aggregate percentage of Shares reported as beneficially owned by each person named herein is based upon the number of outstanding Shares of common stock, 4,185,880, reported as the number of outstanding Shares as of August 12, 2010, in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2010.

As of the close of business on September 1, 2010, the Reporting Group beneficially owned, in the aggregate, 209,100 Shares, representing 4.9% of the Issuer’s Shares outstanding. As the general partner of Homestead Partners and Arles Partners, Arles Advisors may be deemed to share voting and dispositive power over the 158,600 Shares owned by Homestead Partners and the 50,500 Shares owned by Arles Partners, representing 3.7% and 1.2% of the Issuer’s Shares outstanding, respectively. As the sole shareholder, director and executive officer of Arles Advisors, Warren A. Mackey may be deemed to share voting and dispositive power over the Shares owned by Homestead Partners and Arles Partners.

(c) Exhibit C annexed hereto lists all transactions in the Shares during the past 60 days by the Reporting Group.  All transactions reported herein were open market sales.

(d) Not applicable.

 


 

CUSIP No. 54619P104

SCHEDULE 13D

Page 8 of 10

 

(e) The Reporting Group ceased to have beneficial ownership of more than five percent of the outstanding Shares on September 1, 2010.

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

Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, 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, except for sharing of profits. Arles Advisors, in its capacity as general partner of Homestead Partners and Arles Partners, and Warren A. Mackey, in his capacity as the sole shareholder, director and executive officer of Arles Advisors, are entitled to an allocation of a portion of profits.

See Item 2 above regarding disclosure of the relationships between members of the Reporting Group, which disclosure is incorporated herein by reference.

Item 7.  Material to be Filed as Exhibits

 

A.

Joint Filing Agreement by and Among the Reporting Group, filed with the Original Schedule 13D

B.

Schedule of Transactions in the Shares, filed with the Original Schedule 13D

C.

Schedule of Transactions in the Shares as of September 1, 2010

 

 


 

CUSIP No. 54619P104

SCHEDULE 13D

Page 9 of 10

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date:    September 1, 2010

 

 

 

HOMESTEAD PARTNERS LP

 

 

 

 

 

 

By:

ARLES ADVISORS INC
General Partner

 

 

 

 

 

 

By:

/s/ Warren A. Mackey

 

 

 

Warren A. Mackey

President

 

 

 

 

 

ARLES PARTNERS LP

 

 

 

 

 

 

By:

ARLES ADVISORS INC
General Partner

 

 

 

 

 

 

By:

/s/ Warren A. Mackey

 

 

 

Warren A. Mackey

President

 

 

 

 

 

ARLES ADVISORS INC

 

 

 

 

 

 

By:

/s/ Warren A. Mackey

 

 

 

Warren A. Mackey

President

 

 

 

 

 

WARREN A. MACKEY

 

 

 

 

 

/s/ Warren A. Mackey

 

 

Warren A. Mackey

 

 


 

CUSIP No. 54619P104

SCHEDULE 13D

Page 10 of 10

 

 

 

EXHIBIT C

Schedule of Transactions in the Shares

as of September 1, 2010

 

The schedule below shows all Shares sold during the past 60 days.

 

 

Date

 

No. of
Shares

 

   Price
Per Share

 

Total

 

 

 

 

 

 

 

 

 

 

Homestead Partners LP

 

 

8/23/2010

 

80,000

$

14.7500

$

1,180,000

 

 

9/1/2010

 

5,800

$

14.6000

 

84,680

 

Total

 

 

85,800

 

 

$

1,264,680

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arles Partners LP

 

 

 

 

 

 

 

 

 

 

 

8/23/2010

 

13,700

$

14.7500

$

202,075

 

 

 

 

 

 

 

 

 

 

 

 


 
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