-----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, QWeTiLH5znStr6s00BKEebtKJ8i3Vi8CsNP8RgVON7VA2RBrebZo9Yb5ATuDt8bt M7DlIJlNV1G+qJHj40wgOw== 0000897069-06-001279.txt : 20060509 0000897069-06-001279.hdr.sgml : 20060509 20060509155631 ACCESSION NUMBER: 0000897069-06-001279 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060509 DATE AS OF CHANGE: 20060509 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56847 FILM NUMBER: 06821018 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/A 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/A 1 cmw2179.htm AMENDMENT NO. 1


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

(Amendment No. 1)

COWLITZ BANCORPORATION
(Name of Issuer)

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

223767104
(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 9, 2006
(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 309,500 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 309,500

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 309,500

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

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.49%

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 309,500 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 309,500

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 309,500

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

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.49%

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 309,500 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 309,500

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 309,500

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

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.49%

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 9, 2006, 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 309,500 shares of Stock beneficially owned by the Filing Persons is held by Investors. The amount of funds expended by Investors to acquire such 309,500 shares of Stock is $3,515,066.81.

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 Annual Meeting of the shareholders of the Company to be held on May 26, 2006, pursuant to the exemption provided under Rule 14(a)-2(b)(2), the Filing Persons intend to solicit up to ten persons with respect to the election of directors and the proposed Amendment to the 2003 Stock Incentive Plan. On May 9, 2006, David Harvey delivered a letter to the Company, a copy of which is attached as Exhibit B hereto.


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, 4,772,551, reported as the number of outstanding shares as of March 31, 2006 on the Company’s Schedule 14A filed April 20, 2006.

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 and/or sales of Common Stock in the past 60 days:

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

May 3, 2006	40,000	14.55	582,000

May 4, 2006	9,000	14,50	72,500

May 5, 2006	5,000	14,46	138,816

May 9, 2006	4,500	14,39	64,755

(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

Joint Filing Agreement.

Letter from David M.W. Harvey to the Company dated May 9, 2006.


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 9, 2006


	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 9, 2006


	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

EXHIBIT B

HOT CREEK CAPITAL, L.L.C.

Tuesday, May 09, 2006

BY DHL EXPRESS

Board of Directors
c/o Lynda Larrabee, Secretary
Cowlitz Bancorporation
927 Commerce Avenue
Longview, Washington 98632

RE:

Cowlitz Bancorporation

Ladies and Gentlemen:

I am writing to convey our disappointment with Cowlitz Bancorporation (the “Company” or “Cowlitz”) and our intention to (i) withhold our authority to vote for the seven directors nominated by the Board of Directors (the “Nominated Directors”) and (ii) vote “No” to the Amendment to increase the number of shares of Common Stock available for grant under the 2003 Stock Incentive Plan, in each case as set forth in the Company’s Proxy Statement delivered in connection with the Annual Meeting of Shareholders to be held May 26, 2006 (the “Proxy Statement”), for the following reasons:

1) Based on the information set forth on page 2 of the Company’s Proxy Statement, excluding options exercisable within 60 days, the Nominated Directors collectively own only 63,085 shares of Common Stock (382,085 “Total Shares,” less 319,000 “Exercisable Options”), or 1.32% of the 4,772,251 total shares issued and outstanding, in each case as of March 31, 2006. We believe that the Company should be guided by directors with a more substantial, direct financial interest in the Company than that currently held by the Nominated Directors. As a result, we intend to withhold our authority to vote for the Nominated Directors.

2) Based on the information set forth on page 4 of the Company’s Proxy Statement, of the 126,800 total stock options granted during the fiscal year ended December 31, 2005, 92,300 stock options, or 73%, were issued to Executive Officers and Directors, and only 34,500 stock options, or 27%, were issued to Non-Executive Officer Employees. We believe that this ratio of stock options is weighted too heavily in favor of the Executive Officers and Directors and that increasing the number of shares of Common Stock available under the 2003 Stock Incentive Plan may only serve to continue this disparity. As a result we intend to vote “No” to the Amendment to increase the number of shares of Common Stock available for grant under the 2003 Stock Incentive Plan.

In addition, while the information contained in the Company’s Proxy Statement describes the number of options exercisable within 60 days of March 31, 2006 (“Exercisable Options”) and provides enough information to conclude the number of shares granted under the 2003 Stock Incentive Plan, it does not appear to adequately describe (i) any of the Company’s other currently outstanding stock option/incentive plans (if any), (ii) how many of the Exercisable Options were issued under any such other plans (if any), or (iii) whether any of the Exercisable Options were issued outside of any plan.

Finally, we hereby notify you of our intention, pursuant to the exemption provided under Rule 14(a)-2(b)(2), to solicit up to ten persons to vote in a manner consistent with such position.

Very truly yours,

/s/ DAVID HARVEY
David 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