-----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, SB0DROaUMBE833/qduqxvoh67LAIELGE2GXzIJKRm47NudUbtq5lS10VKZz8mi6i OJI3X2+YiYyB20U35c3wtQ== 0000897069-05-001276.txt : 20050519 0000897069-05-001276.hdr.sgml : 20050519 20050519154018 ACCESSION NUMBER: 0000897069-05-001276 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050519 DATE AS OF CHANGE: 20050519 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COWLITZ BANCORPORATION CENTRAL INDEX KEY: 0000894267 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 911529841 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-56847 FILM NUMBER: 05844847 BUSINESS ADDRESS: STREET 1: 927 COMMERCE AVE CITY: LONGVIEW STATE: WA ZIP: 98632 BUSINESS PHONE: 2064239800 MAIL ADDRESS: STREET 1: 927 COMMERCE AVENUE CITY: LONGVIEW STATE: WA ZIP: 98632 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 cmw1443.htm SCHEDULE 13D
             CUSIP No. 223767104 Page 1 of 10 Pages             

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552

SCHEDULE 13D

Under the Securities Exchange Act of 1934

COWLITZ BANCORPORATION
(Name of Issuer)

Common Stock, no par value per share
(Title of Class of Securities)

223767104
(CUSIP Number)

David M.W. Harvey
Hot Creek Capital, L.L.C.
6900 South McCarran Boulevard, Suite 3040
Reno, Nevada 89509
(775) 823-5233
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 6, 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 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 [ ].

             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

248,200

 SOLE DISPOSITIVE POWER

0

 SHARED DISPOSITIVE POWER

248,200
    11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

248,200
    12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[  ]
    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.94%
    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

248,200

 SOLE DISPOSITIVE POWER

0

 SHARED DISPOSITIVE POWER

248,200
    11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

248,200
    12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[  ]
    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.94%
    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

248,200

 SOLE DISPOSITIVE POWER

0

 SHARED DISPOSITIVE POWER

248,200
    11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

248,200
    12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

[  ]
    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.94%
    14 TYPE OF REPORTING PERSON

IN

             CUSIP No. 223767104 Page 5 of 10 Pages             

Item 1.     Security and Issuer

        The class of equity securities to which this Statement relates is the Common Stock, no par value, (“Stock”) of Cowlitz Bancorporation, a Washington corporation (the “Company”). The Company’s Stock is traded over the counter and is listed under the symbol “CWLZ”. The principal executive offices of the Company are located at 927 Commerce Avenue, Longview, Washington 98632.

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 19, 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. 223767104 Page 6 of 10 Pages             

Item 3.     Source and Amount of Funds or Other Consideration

        All of the 248,200 shares of Stock beneficially owned by the Filing Persons is held by Investors. The amount of funds expended by Investors to acquire such 248,200 shares of Stock is $2,629,625.81.

        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) poor capital management as evidenced by the current high levels of capital and the lack of any corresponding stock repurchase plan; (2) a history of mergers and acquisitions which the Filing Persons believe have not, taken as a whole, sufficiently improved the value of the Company; (3) a history of a poor credit culture as evidenced by high average net chare-offs; (4) a history of below average returns on equity, and (5) the risks posed by the aforementioned factors in light of the possibility of a new higher growth strategy being undertaken by management.

        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 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.

             CUSIP No. 223767104 Page 7 of 10 Pages             

        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.

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, 4,174,552, reported as the number of outstanding shares as of April 30, 2005 on the Company’s Form 10-Q filed May 16, 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 ($)
 Total Cost($)
March 11, 2005 300 11.7700 3,531
March 14, 2005 900 11.8000 10,620
March 15, 2005 300 11.7700 3,531
March 16, 2005 800 11.8000 9,440
March 17, 2005 200 11.7750 2,355
March 18, 2005 500 11.8000 5,900
March 21, 2005 200 11.8000 2,360
March 22, 2005 7,600 11.7768 89,504
March 23, 2005 10,000 11.7880 117,880
March 29, 2005 3,100 11.5400 35,774
April 12, 2005 12,200 11.1300 135,786
April 28, 2005 2,600 11.2000 29,120
May 5, 2005 5,000 11.0000 55,000
May 6, 2005 33,000 11.1000 366,300
May 12, 2005 1,700 11.5489 19,633
May 13, 2005 6,400 11.5523 79,935

  (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.

             CUSIP No. 223767104 Page 8 of 10 Pages             

(B) General Partner

  (a)-(b) See cover page.

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

  (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
  A Joint Filing Agreement.

             CUSIP No. 223767104 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 19, 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. 223767104 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 19, 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
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