-----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, EIBeOONwKYGmDh5qBleIywm1Qg/P7giJIybU5eKjD0BhtGa5lLRmms0RTRhTNiW2 2Pj245k/8t8/qpGp9sFq1g== 0001005477-01-001396.txt : 20010226 0001005477-01-001396.hdr.sgml : 20010226 ACCESSION NUMBER: 0001005477-01-001396 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010223 GROUP MEMBERS: RIGGS PARTNERS LLC GROUP MEMBERS: TIMYAN PHILIP J SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALGIERS BANCORP INC CENTRAL INDEX KEY: 0001011296 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 721317594 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46821 FILM NUMBER: 1553373 BUSINESS ADDRESS: STREET 1: 1 WESTBANK EXPRESSWAY CITY: NEW ORLEANS STATE: LA ZIP: 70114 BUSINESS PHONE: 5043678221 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TIMYAN PHILIP J CENTRAL INDEX KEY: 0001132425 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3045 CENTRAL AVENUE CITY: WESTER SPRINGS STATE: IL ZIP: 30538 BUSINESS PHONE: 7083467022 MAIL ADDRESS: STREET 1: 3045 CENTRAL AVENUE CITY: WESTERN SPRINGS STATE: IL ZIP: 30538 SC 13D/A 1 0001.txt AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)(*) Algiers Bancorp, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 015600109 - -------------------------------------------------------------------------------- (CUSIP Number) Elliot Press, Esq., c/o Rosenman & Colin LLP, 575 Madison Avenue, New York, NY 10022 (212) 940-8800 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 23, 2001 - -------------------------------------------------------------------------------- (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 |_| Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 (the "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. 015600109 SCHEDULE 13D Page 2 of 9 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Riggs Partners LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 42,000 shares -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 42,000 shares WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,000 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.29% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 015600109 SCHEDULE 13D Page 3 of 9 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Philip J. Timyan - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 42,000 shares (comprised of shares owned by Riggs Partners LLC) -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 42,000 shares (comprised of shares owned by WITH Riggs Partners LLC) -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,000 shares (comprised of shares owned by Riggs Partners LLC) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.29% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 1 (the "Amendment") amends the Schedule 13D filed on January 19, 2001 (the "Original Schedule 13D") on behalf of (i) Riggs Partners, LLC., a Illinois limited liability company ("RP LLC") and (ii) Philip J. Timyan (collectively the "Reporting Persons"), with respect to the common stock, par value $0.01 per share (the "Shares") of Algiers Bancorp, Inc., a Louisiana corporation (the "Company"). Capitalized terms herein which are not otherwise defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D. Item 4. Purpose of Transaction Item 4 is hereby amended as follows: On February 23, 2001, Riggs delivered a proposal and supporting statement, a copy of which is attached hereto as Exhibit 3, for inclusion in the Company's proxy statement for the next annual meeting of stockholders. The proposal, if passed, would constitute the request of the Company's stockholders that the Board of Directors retain an investment banking firm to solicit offers for the sale of the Company and establish an independent committee of directors with respect to the sale of the Company. If the Board of Directors does not respond satisfactorily to the contents of the Riggs proposal in the near future, Mr. Timyan intends to take whatever actions are necessary to gain representation on the Company's Board of Directors at the Company's 2001 annual meeting of stockholders. The Reporting Persons intend to continue to closely scrutinize and monitor developments at the Company and, in particular, to attempt to evaluate the Company's efforts with respect to a sale of the Company or its assets. The Reporting Persons may at any time and from time-to-time (i) acquire additional shares of the Company's Common Stock (subject to availability at prices deemed favorable) in the open market, in privately negotiated transactions or otherwise, (ii) dispose of shares of the Company's Common Stock at prices deemed favorable in the open market, in privately negotiated transactions or otherwise or (iii) take such other actions, including actions which could result in the changes or events specified in clauses (a)-(j) of Item 4 of the Form of Schedule 13D, as the Reporting Persons determine to be in their best interest. Page 4 of 9 Item 7. Material to be Filed as Exhibits Item 7 is hereby amended as follows: Exhibit 1: Agreement pursuant to Rule 13d-1(k) Exhibit 3: Letter dated February 23, 2001 from Riggs Partners, LLC to the Company. Page 5 of 9 SIGNATURE After reasonable inquiry, and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 23, 2001 RIGGS PARTNERS, LLC By: /s/ Philip J. Timyan ----------------------------------------- Name: Philip J. Timyan Title: Managing Member /s/ Philip J. Timyan -------------------------------------------- Philip J. Timyan Page 6 of 9 EX-1 2 0002.txt AGREEMENT PURSUANT TO RULE 13D-1(K) EXHIBIT 1 AGREEMENT REGARDING JOINT FILING UNDER UNDER RULE 13D-1(K) OF THE EXCHANGE ACT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees to the filing on behalf of each of a Statement on Schedule 13D, and all amendments thereto, with respect to the shares of common stock, $0.01 par value, of Algiers Bancorp, Inc. Dated: January 19, 2001 /s/ Philip J. Timyan ---------------------------------------- Philip J. Timyan Riggs Partners LLC By: /s/ Philip J. Timyan ---------------------------------- Philip J. Timyan, Managing Member Page 7 of 9 EX-3 3 0003.txt LETTER DATED FEBRUARY 23, 2001 EXHIBIT 3 RIGGS PARTNERS LLC 3945 CENTRAL AVENUE WESTERN SPRINGS, ILLINIOS 60558 (708) 246-7022 February 23, 2001 Algiers Bancorp, Inc. 1 Westbank Expressway New Orleans, Louisiana 70114 Attention: Secretary Gentlemen, In accordance with Rule 14a-8 of the Securities Exchange Act of 1934, Riggs Partners LLC ("Riggs") hereby submits to Algiers Bancorp, Inc. (the "Company") the following proposal and supporting statement for inclusion in the Company's proxy statement for the next annual meeting of shareholders: Proposal RESOLVED, that the stockholders of the Company, believing that the value of their investment in the Company can best be maximized through a sale of the Company, hereby request that the Board of Directors promptly proceed to effect such a sale by (i) retaining a nationally recognized investment banking firm for the specific purpose of soliciting offers to acquire the Company by way of merger, asset sale or otherwise and (ii) establishing a committee of the Board of Directors consisting of directors, who are not current or former officers or employees of the Company or related by blood or marriage to a current or former officer or employee of the Company, and who otherwise qualify as independent directors, to consider and recommend to the full Board of Directors for approval the best available offer to acquire the Company. Supporting Statement Riggs believes that it is unlikely that the Company can presently operate profitably or that shareholders will receive an acceptable return on their investment in the forseeable future through Company operations and that the Company should therefore take advantage of the rapid consolidation occurring in the banking industry by selling the Company. According to SNL Securities, an industry publication, the average multiple received in announced savings and loan mergers nationwide for the last two quarters of 2000 was 141% times book value. At that multiple, Algiers' stockholders would receive approximately $19.37 per share (based on the Company's September 30, 2000 book value). While, unlike Algiers, most of the banks involved in the survey were profitable, any premium to Algiers' book value would be a vast improvement Page 8 of 9 to Algiers' current market price. Therefore, Riggs has submitted a proposal for consideration by shareholders requesting that the Company retain an investment banking firm for the purpose of soliciting offers to acquire the Company. Since the company's $10.00 per share initial public offering ("IPO") in 1996, its book value per share has declined from $14.50 to $13.74 as of September 30, 2000, in spite of management's opportunities to repurchase stock in the open market at prices below book value. Now that the Company has been issued a "Cease and Desist" order by the Office of Thrift Supervision due to management's failure to comply with its regulatory responsibilities, the potential for the company to enhance shareholder value by repurchasing shares is no longer likely to be an option. In addition, the added expense associated with complying with the "Cease and Desist" order make it unlikely that the Company can operate profitably or that shareholders can expect an acceptable return on their investment in the Company. Indeed, almost five years have passed since the IPO and the stock remains mired below the IPO price. Riggs is submitting this proposal, and seeking the sale of the Company, as a concerned shareholder who believes that the best opportunity for long-term shareholders to realize any return on their investment is to sell the Company. Accordingly, Riggs urges its fellow shareholders to vote FOR this proposal. ******************************* Riggs currently owns 42,000 shares of the Company's common stock and has beneficially owned common stock valued at more than $2000 for more than one year as of the date of this letter. In accordance with Rule 14a-8, attached hereto as Exhibit A is a letter from East Shore Partners, Inc. verifying the uninterrupted ownership of such securities by Riggs during such period. Riggs intends to continue to own at least $2,000 in market value of the common stock through the date of the Company's next annual meeting of stockholders. Notice of any alleged deficiencies with respect to this submission (which Riggs reserves the right to cure) should be sent to the executive offices of Riggs at the address provided above. Very truly yours, /s/ Philip J. Timyan Philip J. Timyan Managing Member Page 9 of 9 -----END PRIVACY-ENHANCED MESSAGE-----