-----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, OiKJW/g0OXwVceKOmJCgYq2SGTHJhzig4hDANAYrDv8dxfbKFTEskZnEcMt3ZvEE npTiGdx+U/tHwE7SCCZ/mQ== 0000950152-06-005333.txt : 20060626 0000950152-06-005333.hdr.sgml : 20060626 20060626134950 ACCESSION NUMBER: 0000950152-06-005333 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060626 DATE AS OF CHANGE: 20060626 GROUP MEMBERS: DAVID M. W. HARVEY GROUP MEMBERS: HOT CREEK INVESTORS LP 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60765 FILM NUMBER: 06924116 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 13G 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 13G 1 l21007asc13g.htm BRITTON & KOONTZ CAPITAL CORP/HOT CREEK CAPITAL SC 13G Britton & Koontz Capital/Hot Creek Capital SC 13G
 

     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

BRITTON & KOONTZ CAPITAL CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
111 091 104
(CUSIP Number)
June 22, 2006
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o 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 in 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 
 

 

                     
CUSIP No.
  
111 091 104 
   Page  
2 
   of   
8 

 

           
1   NAMES OF REPORTING PERSONS:
HOT CREEK CAPITAL, L.L.C.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o
  (b)   o
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Nevada
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   148,742
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    148,742
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  148,742
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  7.0%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO

2

 

                     
CUSIP No.
  
111 091 104 
   Page  
3 
   of   
8 

 

           
1   NAMES OF REPORTING PERSONS:
HOT CREEK INVESTORS, L.P.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o
  (b)   o
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Nevada
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   148,742
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    148,742
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  148,742
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  7.0%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  PN

3

 

                     
CUSIP No.
  
111 091 104 
   Page  
4 
   of   
8 

 

           
1   NAMES OF REPORTING PERSONS:
David M. W. Harvey
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o
  (b)   o
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  U.S.A.
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   148,742
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    148,742
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  148,742
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  7.0%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN

4

 

Item 1:
     (a) Name of Issuer:
Britton & Koontz Capital Corporation (the “Issuer”)
     (b) Address of Issuer’s Principal Executive Offices:
500 Main Street
Natchez, Mississippi 39120
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 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 principal member of the General Partner ((i), (ii), and (iii) being collectively, the “Filing Persons”). The Common Stock, $2.50 par value of the Issuer (the “Stock”) which is the subject of this Schedule 13G is held by Investors. The other Filing Persons are joining in this Schedule 13G 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 June 22, 2006, a copy of which is filed with this Schedule 13G 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 expressly disclaim that they have agreed to act as a group.
     (b) Address of Principal Business Office or, if none, Residence:
6900 South McCarran Boulevard, Suite 3040
Reno, Nevada 89509
     (c) Citizenship:
Nevada for Investors and the General Partner;
David M. W. Harvey is a citizen of the U.S.A.
     (d) Title of Class of Securities:
Common Stock
     (e) CUSIP Number:
111 091 104
Item 3: Not applicable

5

 

Item 4: Ownership.
     (a) Amount beneficially owned:
148,742 shares of Stock may be deemed beneficially owned within the meaning of Rule 13d-3 of the Act by Investors, the General Partner, and David M. W. Harvey. The General Partner and David M. W. Harvey expressly disclaim direct and beneficial ownership of the shares of Stock reported as deemed to be beneficially owned by them.
Based on Form 10-Q dated May 12, 2006, the Issuer had 2,117,086 shares of Common Stock issued and outstanding on May 1, 2006. Accordingly, the 148,742 shares of Stock which may be deemed to be beneficially owned by Investors represent approximately 7.0 percent (7.0%) of the Issuer’s issued and outstanding Stock thereafter.
     (b) Percent of class: 7.0%
     (c) Number of shares as to which the person has:
                 
(i)
   Sole power to vote or to direct the vote     0  
(ii)
   Shared power to vote or to direct the vote     148,742  
(iii)
   Sole power to dispose or to direct the disposition of     0  
(iv)
   Shared power to dispose or to direct the disposition of     148,742  
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.
Item 9: Notice of Dissolution of Group.
     Not applicable.

6

 

Item 10: Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
         
 
        
    HOT CREEK CAPITAL, L.L.C.
Dated: June 22, 2006
  By:
Name:
Title: 		  /s/ David M. W. Harvey
 
David M. W. Harvey
Managing Member
 
        
    HOT CREEK INVESTORS, L.P.
By its General Partner
HOT CREEK CAPITAL, L.L.C.
Dated: June 22, 2006
  By:
Name:
Title: 		  /s/ David M. W. Harvey
 
David M. W. Harvey
Managing Member
 
        
Dated: June 22, 2006
  By:
Name: 		  /s/ David M. W. Harvey
 
David M. W. Harvey

7

 

Exhibit A
AGREEMENT REGARDING THE JOINT FILING
OF SCHEDULE 13G
 
The undersigned hereby agree as follows:
     (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
     (ii) Each of them is responsible for the timely filing of such Schedule 13G 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.
         
 
        
    HOT CREEK CAPITAL, L.L.C.
Dated: June 22, 2006
  By:
Name:
Title: 		  /s/ David M. W. Harvey
 
David M. W. Harvey
Managing Member
 
        
    HOT CREEK INVESTORS, L.P.
By its General Partner
HOT CREEK CAPITAL, L.L.C.
Dated: June 22, 2006
  By:
Name:
Title: 		  /s/ David M. W. Harvey
 
David M. W. Harvey
Managing Member
 
        
Dated: June 22, 2006
  By:
Name: 		  /s/ David M. W. Harvey
 
David M. W. Harvey

 

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