SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D*
(Rule 13d-101)
Amendment No. 1
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
HMN Financial, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
40424G108
(CUSIP Number)
Jeffrey L. Gendell
55 Railroad Avenue, 3rd Floor, Greenwich, Connecticut 06830 (203) 769-2000
(Name, address and telephone number of person
authorized to receive notices and communications)
May 28, 2003
(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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 12 Pages)
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*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 purposes 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. 40424G108 13D Page 2 of 12 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Financial Partners, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS **
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
381,729
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
381,729
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
381,729
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.7%
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(14) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40424G108 13D Page 3 of 12 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Management, L.L.C.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
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(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
Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
381,729
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
381,729
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
381,729
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
8.7%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
OO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40424G108 13D Page 4 of 12 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Tontine Overseas Associates, 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 **
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
Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
40,000
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
40,000
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
40,000
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.9%
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(14) TYPE OF REPORTING PERSON **
IA
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40424G108 13D Page 5 of 12 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey L. Gendell
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
421,729
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
421,729
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
421,729
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
9.7%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 40424G108 13D Page 6 of 12 Pages
Item 1. Security and Issuer.
The Schedule 13D, initially filed on May 12, 2003 (the "Schedule 13D"),
relating to the common stock, par value $0.01 (the "Common Stock") of HMN
Financial, Inc. (the "Company"), whose principal executive offices are located
at 1016 Civic Center Drive, Northwest, P.O.Box 6057, Rochester, Minnesota 55901,
is hereby amended and restated by this Amendment No. 1 to the Schedule 13D as
follows.
Item 2. Identity and Background.
(a) This statement is filed by:
(i) Tontine Financial Partners, L.P., a Delaware limited partnership
("TFP"), with respect to the shares of Common Stock directly owned
by it;
(ii) Tontine Management, L.L.C., a Delaware limited liability company
("TM"), with respect to the shares of Common Stock directly owned
by TFP;
(iii) Tontine Overseas Associates, L.L.C., a Delaware limited liability
company ("TOA"), which serves as the investment manager to TFP
Overseas Fund, Ltd., a company organized under the laws of the
Cayman Islands ("TFPO"), with respect to the shares of Common
Stock directly owned by TFPO; and
(iv) Jeffrey L. Gendell, with respect to the shares of Common Stock
directly owned by TFP and TFPO.
The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." Any disclosures herein with respect to
persons other than the Reporting Persons are made on information and belief
after making inquiry to the appropriate party.
(b) The address of the principal business and principal office of TFP,
TM and TFPO is 55 Railroad Avenue, 3rd Floor, Greenwich,
Connecticut 06830. The business address of Mr. Gendell is 55
Railroad Avenue, 3rd Floor, Greenwich, Connecticut 06830.
(c) The principal business of TFP is serving as a private investment
limited partnership. The principal business of TM is serving as
general partner to TFP. The principal business of TOA is that of an
investment adviser engaging in the purchase and sale of securities
on behalf of clients. Mr. Gendell serves as the managing member of
TM and TOA.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
CUSIP No. 40424G108 13D Page 7 of 12 Pages
(e) None of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and, as a result of such proceeding, was,
or is subject to, a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any
violation with respect to such laws.
(f) TFP is a limited partnership organized under the laws of the State
of Delaware. Each of TM and TOA is a limited liability company
organized under the laws of the State of Delaware. Mr. Gendell is a
United States citizen.
Item 3. Source and Amount of Funds and Other Consideration.
The net investment cost (including commissions, if any) of the shares of
Common Stock directly owned by TFP and TFPO is approximately $7,449,155. Mr.
Gendell, TM and TOA do not directly own any shares of Common Stock.
The shares of Common Stock purchased by TFP and TFPO were purchased with
working capital and on margin. TFP and TFPO conduct their margin transactions
with ABN AMRO Securities LLC, on such firm's usual terms and conditions. All or
part of the shares of Common Stock directly owned by TFP and TFPO may from time
to time be pledged with one or more banking institutions or brokerage firms as
collateral for loans made by such bank(s) or brokerage firm(s) to TFP and TFPO,
as the case may be. Such loans bear interest at a rate based upon the broker's
call rate from time to time in effect. Such indebtedness may be refinanced with
other banks or broker-dealers.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the shares of Common Stock by the
Reporting Persons is for investment, and the purchases of the shares of Common
Stock by the Reporting Persons were made in the ordinary course of business and
were not made for the purpose of acquiring control of the Company. Although the
acquisition of the shares of Common Stock by the Reporting Persons is for
investment purposes, the Reporting Persons may pursue discussions with
management in an effort to maximize long-term value for shareholders. Each of
the Reporting Persons may make further purchases of shares of Common Stock from
time to time and may dispose of any or all of the shares of Common Stock held by
him or it at any time. None of the Reporting Persons has any plans or proposals
which relate to, or could result in, any of the matters referred to in
paragraphs (b) through (j), inclusive, of Item 4 of the Schedule 13D. Each of
the Reporting Persons may, at any time and from time to time, review or
reconsider his or its position and formulate plans or proposals with respect
thereto, but has no present intention of doing so.
CUSIP No. 40424G108 13D Page 8 of 12 Pages
Item 5. Interest in Securities of the Issuer.
A. Tontine Financial Partners, L.P.
(a) Aggregate number of shares beneficially owned: 381,729
Percentage: 8.7% The percentages used herein and in
the rest of Item 5 are calculated based upon the 4,372,245 shares of Common
Stock issued and outstanding as of May 6, 2003 as reflected in the Company's
Form 10-Q for the quarterly period ended March 31, 2003.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 381,729
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 381,729
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions by TFP in the Common Stock
within the last sixty days, which were all in the open market, are set forth in
Schedule A and are incorporated by reference.
(d) TM, the general partner of TFP, has the power to direct the
affairs of TFP, including decisions respecting the receipt of dividends from,
and the disposition of the proceeds from the sale of, the shares. Mr. Gendell is
the managing member of TM and in that capacity directs its operations.
(e) Not applicable.
B. Tontine Management, L.L.C.
(a) Aggregate number of shares beneficially owned: 381,729
Percentage: 8.7%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 381,729
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 381,729
(c) TM did not enter into any transactions in the Common Stock of
the Company within the last sixty days. The trading dates, number of shares of
Common Stock purchased or sold and the price per share for all transactions in
the Common Stock within the last sixty days on behalf of TFP, which were all in
the open market, are set forth in Schedule A and are incorporated by reference.
(d) Not applicable.
(e) Not applicable.
C. Tontine Overseas Associates, L.L.C.
(a) Aggregate number of shares beneficially owned: 40,000
Percentage: 0.9%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 40,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 40,000
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions by TFPO in the Common Stock
within the last sixty days, which were all in the open market, are set forth in
Schedule B and are incorporated by reference.
(d) Each of the clients of TOA has the power to direct the receipt
of dividends from or the proceeds of the sale of such shares.
(e) Not applicable.
CUSIP No. 40424G108 13D Page 9 of 12 Pages
D. Jeffrey L. Gendell
(a) Aggregate number of shares beneficially owned: 421,729
Percentage: 9.7%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 421,729
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 421,729
(c) Mr. Gendell did not enter into any transactions in the Common
Stock of the Company within the last sixty days. The trading dates, number of
shares of Common Stock purchased or sold and the price per share for all
transactions in the Common Stock within the last sixty days on behalf of TFP and
TFPO, which were all in the open market, are set forth in Schedule A and
Schedule B, respectively, and are incorporated by reference.
(d) Not applicable.
(e) Not applicable.
CUSIP No. 40424G108 13D Page 10 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: May 30, 2003
/s/ JEFFREY L. GENDELL
----------------------
Jeffrey L. Gendell, individually, and as
managing member of
Tontine Management, L.L.C.,
general partner of
Tontine Financial Partners, L.P. and as
managing member of
Tontine Overseas Associates, L.L.C.
CUSIP No. 40424G108 13D Page 11 of 12 Pages
Schedule A
Tontine Financial Partners, L.P.
Price Per Share
Date of Number of Shares (including commissions,
Transaction Purchased/(Sold) if any)
4/04/2003 75,000 $16.07
4/15/2003 2,100 $16.52
4/15/2003 28,000 $16.45
4/16/2003 4,900 $16.61
4/21/2003 1,100 $16.41
4/22/2003 2,100 $16.71
4/23/2003 2,939 $16.81
4/24/2003 500 $16.83
4/25/2003 10,000 $17.03
4/28/2003 490 $17.02
4/29/2003 6,600 $17.26
4/29/2003 25,000 $17.45
4/30/2003 4,000 $17.45
5/01/2003 200 $17.53
5/02/2003 11,560 $18.20
5/02/2003 117,240 $18.00
5/28/2003 90,000 $18.89
CUSIP No. 40424G108 13D Page 12 of 12 Pages
Schedule B
Tontine Overseas Associates, L.L.C.
Price Per Share
Date of Number of Shares (including commissions,
Transaction Client Purchased/(Sold) if any)
5/02/2003 TFPO 2,240 $18.20
5/02/2003 TFPO 22,760 $18.00
5/28/2003 TFPO 15,000 $18.89