UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
AMENDMENT
NO. 3 TO SCHEDULE 13D
Under the
Securities Exchange Act of 1934
Abigail Adams National
Bancorp, Inc.
(Name of
Issuer)
Common Stock, par value
$0.01 per share
(Title of
Class of Securities)
003390101
(CUSIP
Number)
P.S.
D’IBERVILLE LIMITED PARTNERSHIP
Attn:
Mrs. Sara Chikovsky
1720
Harrison Street, 7A
Hollywood,
FL 33020
(954)
920-4438
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
August 19,
2008
(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 Section 240.13d-7(b) 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 request 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
(“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).
(continued
on following pages)
SCHEDULE
13D
|
1.
|
Names
of Reporting Persons
|
|
|
P.S.
D’IBERVILLE LIMITED PARTNERSHIP
|
|
2.
|
Check
the Appropriate Box if a Member of a
Group
|
(a) [X] (b) [
]
|
4.
|
Source
of Funds (See Instructions)
|
WC, OO
|
5.
|
Check
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.
|
Sole
Voting
Power 262,400
|
|
9.
|
Sole
Dispositive
Power 262,400
|
|
10.
|
Shared
Dispositive
Power
0
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
262,400
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares [
]
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
7.6%
|
|
14.
|
Type
of Reporting Person
|
PN
SCHEDULE
13D
1. Names
of Reporting Persons
P.S. DEVELOPMENT, INC.
2. Check
the Appropriate Box if a Member of a Group
(a) [X] (b) [
]
3. SEC
Use Only
4. Source
of Funds (See Instructions)
WC, OO
5. Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[_]
6. Citizenship
or Place of Organization
Florida
Number of
Shares Beneficially Owned by Each Reporting Person With:
7. Sole
Voting
Power 262,400
8. Shared
Voting
Power 0
9. Sole
Dispositive
Power
262,400
10. Shared
Dispositive
Power 0
11. Aggregate
Amount Beneficially Owned by Each Reporting
Person 262,400
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares [
]
13. Percent
of Class Represented by Amount in Row (11) 7.6%
14. Type
of Reporting Person
CO
SCHEDULE
13D
1.
Names of
Reporting Persons
Fred and Sara Chikovsky, husband and
wife
2.
Check the
Appropriate Box if a Member of a Group
(a) [X] (b) [
]
3.
SEC Use
Only
4.
Source of
Funds (See Instructions)
OO
5.
Check if
Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[_]
6.
Citizenship
or Place of Organization
U.S
Number of
Shares Beneficially Owned by Each Reporting Person With:
7.
Sole
Voting
Power 0
8.
Shared
Voting
Power 262,400
9.
Sole
Dispositive
Power 0
10.
Shared
Dispositive
Power 262,400
11.
Aggregate
Amount Beneficially Owned by Each Reporting
Person 262,400
12.
Check if
the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13.
Percent
of Class Represented by Amount in Row (11) 7.6%
14.
Type of
Reporting Person
IN
SCHEDULE
13D
1.
Names of
Reporting Persons
James and Robin Shapiro, husband and
wife
2.
Check the
Appropriate Box if a Member of a Group
(a) [X] (b) [ ]
3.
SEC Use
Only
4.
Source of
Funds (See Instructions)
OO
5.
Check if
Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[_]
6.
Citizenship
or Place of Organization
U.S
Number of
Shares Beneficially Owned by Each Reporting Person With:
7.
Sole
Voting
Power 0
8.
Shared
Voting
Power 262,400
9.
Sole
Dispositive
Power 0
10.
Shared
Dispositive
Power 262,400
11.
Aggregate
Amount Beneficially Owned by Each Reporting
Person 262,400
12.
Check if
the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13.
Percent
of Class Represented by Amount in Row (11) 7.6%
14.
Type of
Reporting Person
IN
Item
1. Security
and Issuer.
Name of
Issuer and Address of Principal Executive Offices:
ABIGAIL
ADAMS NATIONAL BANCORP, INC.
1130
Connecticut Ave., NW,
Washington,
DC 20036
Security
to Which This Statement Relates:
Common
Stock, $0.01 Par Value
Item
2.
Identity and
Background.
(a)-(b).
P.S. D’IBERVILLE LIMITED
PARTNERSHIP
c/o Ms. Sara Chikovsky
1720
Harrison Street, 7A
Hollywood,
FL 33020
General
Partner
P.S.
DEVELOPMENT, INC.
c/o Sara Chikovsky
1720
Harrison Street, 7A
Hollywood,
FL 33020
Limited
Partners
Fred
Chikovsky and Sara Chikovsky, as Tenants by the entireties
1720
Harrison Street, 7A
Hollywood,
FL 33020
LAKOTA
GROUP LIMITED PARTNERSHIP
c/o Robin Shapiro
18146
Long Lake Drive
Boca
Raton, FL 33496
Ronald E.
Temkin and Maria Temkin, as Tenants by the entireties
616
Atlantic Shores Blvd., Suite A
Hallandale,
FL 33009
Leslie A.
Temkin Revocable Trust No. 1
13606
Park Place Court
St.
Louis, Missouri 63131
Temkin
Investments, L.P.
7700
Bonhomme Ave., 7
th
Floor
Clayton,
MO 63105
(c). P.S.
D’IBERVILLE LIMITED PARTNERSHIP is a Nevada limited partnership (the
“LP”). The principal business of the LP is to hold investment
securities. P.S. DEVELOPMENT, INC., a Florida corporation, is the
sole general partner of the LP (the “General Partner”). The executive
officers of the General Partner are Fred Chikovsky, Sara Chikovsky, James
Shapiro, and Carole Diamond, and the directors of the General Partner are Fred
Chikovsky and James Shapiro. Fred Chikovsky and his wife, Sara
Chikovsky, are the beneficial owners of 87% of the outstanding common stock of
the General Partner. James Shapiro and his wife, Robin, are the
beneficial owners of 13% of the outstanding common stock of the General
Partner. The limited partners of the LP are Fred and Sara Chikovsky,
LAKOTA GROUP LIMITED PARTNERSHIP, Ronald and Maria Temkin, Leslie A. Temkin
Revocable Trust No. 1, and Temkin Investments, L.P. Leslie A. Temkin
is the trustee of the Leslie A. Temkin Revocable Trust No. 1 and Blair H. Temkin
Children Partnership is the general partner of Temkin Investments,
L.P. All of the shares listed on the cover pages and in Item 5 of
this Schedule 13D are held by the LP, and all voting and dispositive power over
such shares is controlled by the General Partner. The foregoing
should not be construed in and of itself as an admission by PS DEVELOPMENT INC.,
Fred and Sara Chikovsky, LAKOTA GROUP LIMITED PARTNERSHIP, Ronald and Maria
Temkin, Leslie A. Temkin Revocable Trust No. 1, and Temkin Investments, L.P. as
to the beneficial ownership of the shares owned by the LP.
The
occupation or employment of each of the above referenced individuals is as
follows:
Fred
Chikovsky - Attorney, 1720 Harrison Street, 7A, Hollywood,
FL 33020
Sara
Chikovsky- Homemaker and Attorney, 1720 Harrison Street, 7A, Hollywood, FL
33020
James
Shapiro - Investor, Real Estate Developer, & Attorney, 18146 Long
Lake Drive, Boca Raton, FL 33496
Robin
Shapiro - Homemaker, 18146 Long Lake Drive, Boca Raton, FL
33496
Ronald E.
Temkin - Attorney, 616 Atlantic Shores Blvd., Suite A, Hallandale,
FL 33009
Maria
Temkin - Librarian Assistant, 616 Atlantic Shores Blvd., Suite A, Hallandale,
FL 33009
Leslie A.
Temkin - Homemaker, 13606 Park Place Court, St. Louis, Missouri
63131
Carole
Diamond - Secretary, P.S. DEVELOPMENT, INC., 1720 Harrison Street, 7A,
Hollywood, FL 33020
(d) and
(e). During the last five years, neither P.S. D’IBERVILLE LIMITED
PARTNERSHIP nor its General Partner or any of its Limited Partners or above
referenced affiliates or named individuals have been: (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) 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). The
citizenship or place of organization for each of the Members or named
individuals is set forth below:
|
·
|
P.S.
D’IBERVILLE LIMITED PARTNERSHIP is a limited partnership organized under
the laws of the State of Nevada;
|
|
·
|
P.S.
DEVELOPMENT, INC. is a corporation incorporated under the laws of the
State of Florida;
|
|
·
|
LAKOTA
GROUP LIMITED PARTNERSHIP is a limited partnership organized under the
laws of the State of Nevada; and
|
|
·
|
Temkin
Investments LP is a limited partnership organized under the laws of the
State of Texas.
|
|
·
|
Leslie
A. Temkin Revocable Trust No. 1 is organized under the laws of the State
of Missouri.
|
|
·
|
Fred
Chikovsky, Sara Chikovsky, James Shapiro, Robin Shapiro, Ronald E. Temkin,
Maria Temkin, Leslie A. Temkin and Carole Diamond are each citizens of the
United States of America.
|
Item
3
.
Source and Amount of Funds
or Other Consideration
.
The
aggregate purchase price of the shares is shown in Item 5 of this Schedule
13D
.
All
such funds were contributed to the LP by its Partners.
Item
4
.
Purpose of the
Transaction
.
Except as
set forth below, the purpose of the acquisition of the shares of Common Stock by
the Reporting Persons is for investment. The Reporting Persons have
significant investment experience. The Reporting Persons analyze the operations,
capital structure and markets of companies, including the Issuer, on a regular
basis, through analysis of documentation and discussions with knowledgeable
industry and market observers and with representatives of such companies (often
at the invitation of management). From time to time, one or more of the
Reporting Persons may hold discussions with third parties or with management of
such companies in which the Reporting Persons may suggest or take a position
with respect to potential changes in the operations, management or capital
structure of such companies as a means of enhancing shareholder
value. Such suggestions or positions may relate to one or more of the
transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D of
the Exchange
Act,
including, without limitation, such matters as disposing of or selling all or a
portion of the Issuer or acquiring another company or business, changing
operating or marketing strategies, adopting or not adopting certain types of
anti-takeover measures and restructuring the Issuer's capitalization or dividend
policy.
On August
19, 2008 the Reporting Persons sent a letter to Ms. Jeanne Hubbard, President
and Chief Executive Officer of the Issuer, copying the entire Board of
Directors. This letter expressed concern on the part of the Reporting
Persons with respect to the recent stock performance of the Issuer, and
suggested that the Reporting Persons and the Issuer work together to explore
ways to maximize shareholder value for shareholders of the Issuer, including by
discussing whether shareholder value might be best maximized by the Reporting
Persons investing capital or by acquiring all of the outstanding shares of the
Issuer. All written suggestions constituted a non-binding proposal
that was subject to the negotiation of mutually satisfactory definitive
agreements, regulatory approval, and the completion of customary due
diligence.
Depending
on market conditions and other factors, the Reporting Persons may continue to
purchase Shares of the Issuer in brokerage transactions, or in private
transactions if appropriate opportunities to do so are available on such terms
and at such times as the purchaser considers desirable.
Each of
the Reporting Persons intends to regularly review its investment in the Issuer
and may in the future change its present course of action and decide to pursue
one of the actions discussed in the first paragraph of this Item 4. Any
one or more of the Reporting Persons may seek control of the Issuer, request
representation on the board of directors of the Issuer, or may merely seek to
increase its or his beneficial ownership of Shares of the Issuer, with or
without obtaining control. Any one or more of the Reporting Persons with
dispositive power may determine to dispose of all or a portion of the Shares
that it now owns or may hereafter acquire. In reaching any conclusion as
to the foregoing, each of the Reporting Persons will consider various factors,
such as the Issuer’s business and prospects, other developments concerning the
Issuer (including, but not limited to, the attitude of the board of directors
and management of the Issuer), other business opportunities available to each of
the Reporting Persons, developments in the business, general economic
conditions, and finances of the Reporting Persons and stock market
conditions.
Except as
set forth above, the Reporting Persons do not have any present plans or
proposals that relate to or would result in any of the actions required to be
described in Item 4 clauses (a) through (j) of Schedule 13D and 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 so doing.
Item
5
.
Interest in Securities of
the Issuer
.
(a). According
to the most recently available filing with the Securities and Exchange
Commission by the Issuer, there are 3,463,569 shares of Common Stock
outstanding. The LP holds 262,400 shares of Common Stock of the
Issuer which represent approximately 7.6% of the Issuer’s issued and outstanding
Common Stock. The foregoing should not be construed in and
of
itself as
an admission by Fred and Sara Chikovsky, LAKOTA GROUP LIMITED PARTNERSHIP,
Ronald and Maria Temkin, Leslie A. Temkin Revocable Trust No. 1, and Temkin
Investments, L.P. as to the beneficial ownership of the shares owned by the
LP.
(b). The General
Partner of the LP has sole voting and dispositive power over all of the shares
held by the LP.
(c). Except
for the transactions listed below, neither the LP nor any of its Partners or
named individuals has engaged in any transactions within the past 60
days. All of the transactions listed below were purchases by the LP
made in open market transactions. No sales or other transfers were
effected during such period.
|
DATE
|
NO. OF
SHARES
|
PRICE PER
SHARE
|
|
06/20/08
|
4,000
|
$10.04
|
|
06/24/08
|
4,000
|
$9.39
|
|
06/30/08
|
4,000
|
$9.39
|
|
07/14/08
|
3,200
|
$8.54
|
|
07/23/08
|
7,000
|
$7.48
|
|
08/01/08
|
800
|
$7.35
|
|
08/05/08
|
4,500
|
$7.31
|
|
08/08/08
|
10,800
|
$7.31
|
|
08/11/08
|
2,500
|
$7.25
|
(d). No
person other than the reporting Person is known to have the right to receive, or
the power to direct the receipt of, dividends from, or proceeds from the sale
of, the shares of Common Stock reported in this Statement.
(e). Not
Applicable.
Item
6
.
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer
.
None.
Item
7. Material to be Filed as Exhibits.
EXHIBIT A
- The Joint Filing Agreement was previously included as Exhibit A with the
Schedule 13D filed via EDGAR on October 10, 2007.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each of the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date:
August 20, 2008
P.S.
D’IBERVILLE LIMITED PARTNERSHIP
/s/ Fred
Chikovsky
By:
P.S. DEVELOPMENT, INC.
Its: General Partner
By: Fred Chikovsky
Its: President
P.S. DEVELOPMENT, INC.
/s/ Fred
Chikovsky
By: Fred Chikovsky
Its:
President
|
/s/ Fred
Chikovsky
|
/s/ Sara
Chikovsky
|
|
Fred
Chikovsky
|
Sara
Chikovsky
|
|
|
|
|
|
|
|
/s/ James
Shapiro
|
/s/ Robin
Shapiro
|
|
James
Shapiro
|
Robin
Shapiro
|
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