-----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, DLWriEKq7fNI3s3bvsy0whIuLc/rWoFg3FWSTl0l1qvlnh9sk9JG7F9MbRp46j7l N91cqdmwmVIAYWQSv3XBXg== 0000897069-05-001321.txt : 20050523 0000897069-05-001321.hdr.sgml : 20050523 20050523165004 ACCESSION NUMBER: 0000897069-05-001321 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050523 DATE AS OF CHANGE: 20050523 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRITTON & KOONTZ CAPITAL CORP CENTRAL INDEX KEY: 0000707604 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 640665423 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-60765 FILM NUMBER: 05851764 BUSINESS ADDRESS: STREET 1: PO BOX 1407 CITY: NATCHEZ STATE: MS ZIP: 39120 BUSINESS PHONE: 6014456684 MAIL ADDRESS: STREET 1: PO BOX 1407 CITY: NATCHEZ STATE: MS ZIP: 39120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOT CREEK CAPITAL LLC CENTRAL INDEX KEY: 0001141943 IRS NUMBER: 880446124 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6900 S. MCCARRAN BLVD. STE 3040 CITY: RENO STATE: NV ZIP: 89509 BUSINESS PHONE: 7758235233 MAIL ADDRESS: STREET 1: 6900 S. MCCARRAN BLVD. STE 3040 CITY: RENO STATE: NV ZIP: 89509 FORMER COMPANY: FORMER CONFORMED NAME: EVEREST MANAGERS LLC DATE OF NAME CHANGE: 20010604 SC 13D 1 cmw1447.htm SCHEDULE 13D


CUSIP No. 111091104			Page 1 of 10 Pages

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552

SCHEDULE 13D

Under the Securities Exchange Act of 1934

BRITTON & KOONTZ CAPITAL CORPORATION
(Name of Issuer)

Common Stock, par value $2.50 per share
(Title of Class of Securities)

111091104
(CUSIP Number)

Phillip M. Goldberg
Foley & Lardner LLP
321 North Clark Street, Suite 2800
Chicago, Illinois 60610
(312)832-4549
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 23, 2005
(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 [X].

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).


CUSIP No. 223767104			Page 2 of 10 Pages

1	NAME OF REPORTING PERSON Hot Creek Capital, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [ ]

3	SEC USE ONLY

4	SOURCE OF FUNDS AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION Nevada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 8 9 10	SOLE VOTING POWER 0 SHARED VOTING POWER 147,542 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 147,542

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 147,542

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.97%

14	TYPE OF REPORTING PERSON OO


CUSIP No. 223767104			Page 3 of 10 Pages

1	NAME OF REPORTING PERSON Hot Creek Investors, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [ ]

3	SEC USE ONLY

4	SOURCE OF FUNDS WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION Nevada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 8 9 10	SOLE VOTING POWER 0 SHARED VOTING POWER 147,542 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 147,542

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 147,542

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.97%

14	TYPE OF REPORTING PERSON PN


CUSIP No. 223767104			Page 4 of 10 Pages

1	NAME OF REPORTING PERSON David M. W. Harvey

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [ ]

3	SEC USE ONLY

4	SOURCE OF FUNDS AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 8 9 10	SOLE VOTING POWER 0 SHARED VOTING POWER 147,542 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 147,542

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 147,542

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.97%

14	TYPE OF REPORTING PERSON IN


CUSIP No. 111091104			Page 5 of 10 Pages

Item 1. Security and Issuer

The class of equity securities to which this Statement relates is the Common Stock, par value $2.50 per share, (“Stock”) of Britton & Koontz Capital Corporation, a Mississippi corporation (the “Company”). The principal executive offices of the Company are located at 500 Main Street, Natchor, Mississippi 39120.

Item 2. Identity and Background

(a) This Schedule 13D 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 Securities Exchange Act of 1934, as amended (the “Act”): (i) Hot Creek Capital L.L.C. (the “General Partner”), (ii) Hot Creek Investors, L.P. (“Investors”) and (iii) David M. W. Harvey, the managing member of the General Partner ((i), (ii) and (iii) being collectively, the “Filing Persons”). The Stock which is the subject of this Schedule 13D is held by Investors. The other Filing Persons are joining in this Schedule 13D because they exercise voting and investment power over the Stock held by Investors. The Filing Persons have entered into a Joint Filing Agreement, dated as of May 23, 2005, 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.

(b) The residence or business address of each of the Filing Persons is:

6900 South McCarran Boulevard, Suite 3040
Reno, Nevada 89509

(c) Investors is a Nevada limited partnership formed for the purpose of investing in, among other things, the equity securities of various financial services providers. The General Partner, a Nevada limited liability company, is the general partner of Investors. The General Partner is charged with management of the day-to-day affairs of Investors and other related investment partnerships. The managing member of the General Partner is David M. W. Harvey and that is Mr. Harvey’s principal occupation. Each of the Filing Persons conducts their business from 6900 South McCarran Boulevard, Suite 3040, Reno, Nevada, 89509.

(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 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) Investors and the General Partner are organized under the laws of the state of Nevada. David M. W. Harvey is a citizen of the U.S.A.


CUSIP No. 111091104			Page 6 of 10 Pages

Item 3. Source and Amount of Funds or Other Consideration

All of the 147,542 shares of Stock beneficially owned by the Filing Persons is held by Investors. The amount of funds expended by Investors to acquire such 147,542 shares of Stock is $2,368,777.82. No borrowed funds were used to purchase the Stock. The source of the funds used by Investors to purchase such Stock was working capital.

All or part of the shares of Stock owned by the Filing Persons 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 the Filing Persons. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing no Filing Person has margin or other loans outstanding secured by Stock.

Item 4. Purpose of Transaction

The purpose of the acquisition of the shares of Stock by the Filing Persons is to profit from appreciation in the market price of the Common Stock through the assertion of shareholder rights and influencing the policies of the Company.

The Filing Persons believe the Company’s Stock is undervalued, relative to its underlying franchise value, due in part to: (1) a history of poor expense management as evidenced by an above average efficiency ratio; (2) a balance sheet strategy favoring growth in the Company’s securities portfolio over repurchases of Stock; and (3) a history of below average returns on equity.

Based upon recent merger multiples and our understanding of the market area and the Company, it is the Filing Persons’ opinion that the Company could garner a takeover premium that would be attractive to shareholders and, in terms of the relative risks involved, exceeds any value the Company might realistically produce by remaining independent.

Therefore, at this time, the Filing Persons believe that the optimal way to maximize the value of the Company’s franchise, and dramatically increase shareholder value, is for the Board of Directors of the Company to pursue a sale of the Company to a larger financial services organization. The Filing Persons hope to meet with the management of the Company in the near future to discuss the Filing Persons’ concerns and issues.

The Filing Persons may, among other things: (1) demand a shareholder list in order to contact other shareholders of the Company to discuss their concerns and views and (2) consider seeking election or appointment to the Board of Directors of the Company in connection with the 2006 Annual Meeting or otherwise.

The Filing Persons do not presently intend to make further purchases or sales of shares of Stock, but may at any time purchase shares or dispose of any or all the shares of Stock held by them. To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Filing Persons have such a purpose. Except as noted in this Schedule 13D, no Filing Person has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.


CUSIP No. 111091104			Page 7 of 10 Pages

Item 5. Interest in Securities of the Company

The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Stock, 2,116,316 reported as the number of outstanding shares as of May 1, 2005 on the Company’s Form 10-Q filed May 13, 2005.

The Filing Persons’ transactions in the Stock within the past 60 days are as follows:

(A)

Investors

(a)-(b)

See cover page.

(c)

Investors made the following purchases of Common Stock in the past 60 days:

Date	Number of Shares Purchased	Price Per Share ($)	Total Cost($)


April 5, 2005	600	18	10,800

April 7, 2005	700	17.85	12,495

April 11, 2005	1,799	18	32,382

April 12, 2005	133	17.9447	2,386.65

April 19, 2005	300	18	5,400

April 22, 2005	210	17.8952	3,757.99

April 26, 2005	7,800	17.95	140,010

April 27, 2005	300	17.7733	5,331.99

(d)

Because he is the Managing Member of General Partner, the general partner of Investors, Mr. Harvey has the power to direct the affairs of Investors, including the voting and disposition of shares of Stock held in the name of Investors. Therefore, Mr. Harvey is deemed to share voting and disposition power with Investors with regard to those shares of Common Stock.

(B)	General Partner

(a)-(b)

See cover page.

(c)

General Partner has made no purchases or sales of Stock directly.


CUSIP No. 111091104			Page 8 of 10 Pages

(d)

General Partner is the general partner of Investors. Because he is the Managing Member of General Partner, Mr. Harvey has the power to direct the affairs of General Partner. Therefore, General Partner may be deemed to share with Mr. Harvey voting and disposition power with regard to the shares of Stock held by Investors.

(C)	Mr. David M. W. Harvey

(a)-(b)

See cover page.

(c)

Mr. Harvey made no purchases or sales of Stock directly.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

Except with respect to the Joint Filing Agreement filed as Exhibit A to this filing, neither of Investors, the General Partner, or Mr. Harvey has any contract, arrangement, understanding, or relationship (legal or otherwise) between or among themselves and any person with respect to securities of the Company, including but not limited to transfer or voting of any of the Stock that is 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.

Item 7. Material to be Filed as Exhibits

Exhibit

Description

Joint Filing Agreement.


CUSIP No. 111091104			Page 9 of 10 Pages

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.

Date: May 23, 2005


	HOT CREEK CAPITAL, L.LC.
	By: /s/ David M.W. Harvey
	Managing Member
	HOT CREEK INVESTORS, L.P.
	By: HOT CREEK CAPITAL, L.L.C.
	General Partner
	By: /s/ David M.W. Harvey
	Managing Member
	/s/ David M.W. Harvey
	David M.W. Harvey


CUSIP No. 111091104			Page 10 of 10 Pages

EXHIBIT A

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.

Date: May 23, 2005


	HOT CREEK CAPITAL, L.LC.
	By: /s/ David M.W. Harvey
	Managing Member
	HOT CREEK INVESTORS, L.P.
	By: HOT CREEK CAPITAL, L.L.C.
	General Partner
	By: /s/ David M.W. Harvey
	Managing Member
	/s/ David M.W. Harvey
	David M.W. Harvey

-----END PRIVACY-ENHANCED MESSAGE-----

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20552

SCHEDULE 13D

Item 1. Security and Issuer

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

Item 4. Purpose of Transaction

Item 5. Interest in Securities of the Company

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

Item 7. Material to be Filed as Exhibits

SIGNATURES

JOINT FILING AGREEMENT

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552