Schedule 13d
| Filed by: | P.S. D'IBERVILLE LIMITED PARTNERSHIP |
| Subject Company: | ABIGAIL ADAMS NATIONAL BANCORP, INC. |
| Filed as of Date: | 02/05/2008 |
| View Original Filing on Edgar's | |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
AMENDMENT
NO. 1 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)
January
29,
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)
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CUSIP
No. 003390101
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) [ ]
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
Nevada
Number
of
Shares Beneficially Owned by Each Reporting Person With:
7. Sole
Voting
Power
210,800
8. Shared
Voting
Power
0
9. Sole
Dispositive
Power 210,800
10.
Shared
Dispositive
Power
0
11.
Aggregate
Amount Beneficially Owned by Each Reporting
Person 210,800
12.
Check
if
the Aggregate Amount in Row (11) Excludes Certain Shares [
]
13.
Percent
of Class Represented by Amount in Row (11) 6.1%
14.
Type
of
Reporting Person
PN
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CUSIP
No. 003390101
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
210,800
8.
Shared Voting
Power
0
9.
Sole Dispositive
Power
210,800
10. Shared
Dispositive
Power
0
11.
Aggregate Amount Beneficially Owned by Each Reporting
Person 210,800
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares [
]
13.
Percent of Class Represented by Amount in Row (11)
6.1%
14.
Type of Reporting Person
CO
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CUSIP
No. 003390101
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 210,800
9.
Sole
Dispositive
Power
0
10.
Shared
Dispositive
Power
210,800
11.
Aggregate
Amount Beneficially Owned by Each Reporting
Person 210,800
12.
Check
if
the Aggregate Amount in Row (11) Excludes Certain Shares [
]
13. Percent
of Class Represented by Amount in Row (11) 6.1%
14.
Type
of
Reporting Person
IN
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CUSIP
No. 003390101
SCHEDULE
13D
15.
Names
of
Reporting Persons
James
and
Robin Shapiro, husband and wife
16.
Check
the
Appropriate Box if a Member of a Group
(a)
[X]
(b) [ ]
17.
SEC
Use
Only
18.
Source
of
Funds (See Instructions)
OO
19.
Check
if
Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[_]
20.
Citizenship
or Place of Organization
U.S
Number of Shares Beneficially Owned by Each Reporting Person With:
21.
Sole
Voting
Power
0
22.
Shared
Voting
Power
210,800
23.
Sole
Dispositive
Power
0
24.
Shared
Dispositive
Power
210,800
25.
Aggregate
Amount Beneficially Owned by Each Reporting
Person 210,800
26.
Check
if
the Aggregate Amount in Row (11) Excludes Certain Shares [
]
27. Percent
of Class Represented by Amount in Row (11) 6.1%
28.
Type
of
Reporting Person
IN
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CUSIP
No. 003390101
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
Mark
J.
Temkin Revocable Trust No. 1
7700
Bonhomme Ave., 7th
Floor
Clayton,
MO 63105
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CUSIP
No. 003390101
Temkin
Investments, L.P.
7700
Bonhomme Ave., 7th
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, Mark J. Temkin Revocable Trust No. 1,
and
Temkin Investments, L.P. Mark J. Temkin is the trustee of the Mark J.
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, Mark J. 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
Mark
J.
Temkin - Attorney, Riezman Berger, P.C., 7700 Bonhomme Ave., 7th
Floor,
Clayton,
MO 63105
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CUSIP
No. 003390101
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.
|
|
·
|
Mark
J. 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, Mark J. 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
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CUSIP
No. 003390101
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 company's capitalization or dividend policy.
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. 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 3,462,569 shares of Common Stock
outstanding. The LP holds 210,800 shares of Common Stock of the Issuer which
represent approximately 6.1% 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, Mark J. 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.
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CUSIP
No. 003390101
(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
|
|
12/26/07
|
3,200
|
10.40
|
|
12/27/07
|
4,000
|
10.40
|
|
01/04/08
|
2,900
|
10.40
|
|
01/22/08
|
3,300
|
10.3403
|
|
01/29/08
|
4,500
|
10.35
|
(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.
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CUSIP
No. 003390101
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: February ___, 2008
P.S.
D’IBERVILLE LIMITED PARTNERSHIP
|
|
/s/
Sara
Chikovsky
|
|
|
By:
|
P.S.
DEVELOPMENT, INC.
|
|
|
Its:
|
General
Partner
|
|
|
By:
|
Sara
Chikovsky
|
|
|
Its:
|
President
|
|
|
P.S.
DEVELOPMENT, INC.
|
|
|
/s/
Sara
Chikovksy
By: Sara 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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