SC 13D/A 1 ebsi13da3.txt 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) EAGLE BANCSHARES, INC. ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $1.00 PER SHARE ------------------------------------------------------------------------------- (Title of Class of Securities) 26942C-10-9 ------------------------------------------------------------------------------- (CUSIP Number) Richard J. Perry, Jr., Esquire Perry & Associates, P.C. 1826 Jefferson Place, N.W. Washington, D. C. 20036 (202) 775-8109 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 14, 2002 ------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7 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 ("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). Page 1 of 18 Pages Exhibit Index at page 16 2

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Page 7 of 18 Pages 8 Item 1. Security and Issuer The class of security to which this statement relates is the common stock, par value $1.00 per share (the "Shares"), of Eagle Bancshares, Inc. (the "Issuer"). The address of the principal executive offices of the Issuer is 4419 Cowan Road, Tucker, Georgia, 30084-4441. Item 2. Identity and Background The persons filing this statement are Financial Institution Partners III, L.P., Financial Institution Partners II, L.P. (the "Limited Partnerships"), Hovde Capital, Ltd., Hovde Capital, L.L.C. (the "General Partners"), Eric D. Hovde, and Steven D. Hovde who are collectively referred to herein as the "Reporting Persons." The Limited Partnerships are Delaware limited partnerships formed for the purpose of investing in, among other things, the equity securities of various financial institutions and financial services companies. Hovde Capital, Ltd., a Nevada limited liability company, is the general partner of Financial Institution Partners III, L.P. Hovde Capital, L.L.C., a Nevada limited liability company, is the general partner of Financial Institution Partners II, L.P. Eric D. Hovde and Steven D. Hovde each hold beneficial interests in the Shares through ownership of an interest in, and positions as managing members and officers of the General Partners. Eric D. Hovde and Steven D. Hovde are also directors and executive officers of Hovde Financial, Inc. ("Hovde Financial"). Hovde Financial does not beneficially own any of the Shares. Attached as Schedule 1 hereto and incorporated by reference herein is a list containing the principal business and the address of its principal business and offices for the Limited Partnerships and the General Partners as well as information required by (a) through (f) of this Item as to each executive officer, director and/or controlling person of the General Partners who are Reporting Persons. The General Partners control the Limited Partnerships. None of the Reporting Persons or executive officers, directors or controlling persons of the General Partners have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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 of any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration Information regarding the source and amount of funds used by the Reporting Persons in acquiring beneficial ownership of their Shares is set forth in Schedule 2 attached hereto and incorporated herein by reference. Item 4. Purpose of Transaction The Reporting Persons have acquired the Shares for investment purposes and as set forth below: The Reporting Persons expect to evaluate on an ongoing basis their investment in the Issuer, and may independently from time to time acquire additional Shares, dispose of Shares or formulate other purposes, plans or proposals regarding the Issuer or the Shares held by the Reporting Persons in addition to those discussed above. Any such acquisitions or dispositions may be made, subject to applicable law, in open market or privately negotiated transactions or otherwise. Except as described above, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons named in Schedule 1 hereto have any plans or proposals which related to or would result in any of the actions or transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Page 8 of 18 Pages 9 Item 5. Interest in Securities of the Issuer (a), (b) Schedule 3 hereto, which is incorporated by reference herein, sets forth, as of March 19, 2002, information relating to the aggregate number of Shares of the Issuer and the percentage of the outstanding Shares of the Issuer as of such date (based upon information provided by the Issuer, there are 5,711,735 Shares outstanding as of that date) as to each of the Reporting Persons. With respect to the Shares set forth on Schedule 3, by virtue of their control over the Limited Partnerships, all decisions regarding voting and disposition of the Shares beneficially owned by the Limited Partnerships are made by the General Partners acting through their chief executive officer, president or a managing member. As such, the Limited Partnerships and the General Partners share voting and investment power with respect to the Shares. Therefore, as a result of their ownership interest in, and positions as managing members and/or officers of the General Partners, Eric D. Hovde and Steven D. Hovde may be deemed to have beneficial ownership of the Shares. Neither the General Partners, their executive officers or controlling persons beneficially owns any Shares personally or otherwise. (c) Schedule 4 hereto, which is incorporated by reference herein, describes, as of March 19, 2002, transactions in the Shares effected during the past sixty (60) days by the Reporting Persons. (d) None. (e) None. Each of the Reporting Persons disclaims beneficial ownership of Shares beneficially owned by any of the other Reporting Persons. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Item 7. Materials to be filed as Exhibits Exhibit A - Consent Agreement pursuant to 17 C.F.R. 13d-1(k)(1)(iii). Exhibit B - Addendum to Banc of America Securities LLC Customer Agreement.(3) Exhibit F - Customer Agreement between Banc of America Securities LLC and Financial Institution Partners II, L.P. (Incorporated by reference to Schedule 13D, filed with the Securities and Exchange Commission (the "Commission") on March 9, 2000). Exhibit G - Prime Broker Agreement between Banc of America Securities LLC and Financial Institution Partners II, L.P. (Incorporated by reference to Schedule 13D, filed with the Commission on March 9, 2000). Exhibit H - Partnership Agreement between Banc of America Securities LLC and Financial Institution Partners II, L.P. (Incorporated by reference to Schedule 13D, filed with the Commission on March 9, 2000). Exhibit I - Customer Agreement between Banc of America Securities LLC and Financial Institution Partners III, L.P. (Incorporated by reference to Schedule 13D, filed with the Commission on April 10, 2001). Exhibit J - Prime Broker Agreement between Banc of America Securities LLC and Financial Institution Partners III, L.P. (Incorporated by reference to Schedule 13D, filed with the Commission on April 10, 2001). Exhibit K - Partnership Agreement between Banc of America Securities LLC and Financial Institution Partners III, L.P. (Incorporated by reference to Schedule 13D, filed with the Commission on April 10, 2001). (3) Portions of Exhibit B have been omitted pursuant to a request for confidential treatment of information filed with the Commission on March 9, 2000 in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934. The confidential section is on file with the Commission. Page 9 of 18 10 Signatures After reasonable inquiry and to the best of his/its knowledge and belief, each of the undersigned Reporting Persons certifies that the information set forth in this statement with respect to him/it is true, complete and correct. FINANCIAL INSTITUTION PARTNERS II, L.P., by its General Partner, HOVDE CAPITAL, L.L.C. By: /s/ Eric D. Hovde ---------------------------------------------- Eric D. Hovde Its: Managing Member HOVDE CAPITAL, L.L.C. By: /s/ Eric D. Hovde ---------------------------------------------- Eric D. Hovde Its: Managing Member FINANCIAL INSTIUTION PARTNERS III, L.P., by its General Partner, HOVDE CAPITAL, LTD. By: /s/ Eric D. Hovde ---------------------------------------------- Eric D. Hovde Its: Managing Member HOVDE CAPITAL, LTD. By: /s/ Eric D. Hovde ---------------------------------------------- Eric D. Hovde Its: Managing Member ERIC D. HOVDE /s/ Eric D. Hovde ---------------------------------------------- STEVEN D. HOVDE /s/ Steven D. Hovde ---------------------------------------------- Dated: 03/19/02 Page 10 of 18 11 Schedule 1 INFORMATION RELATING TO REPORTING PERSONS

Page 11 of 18 12 INFORMATION RELATING TO EXECUTIVE OFFICERS, DIRECTORS AND/OR CONTROLLING PERSONS

------------------------------------------------------------------------------- (4) Steven D. Hovde is affiliated with the following Reporting Persons: President, Treasurer and Managing Member of Hovde Capital, L.L.C.; President, Treasurer and Managing Member of Hovde Capital, Ltd. (5) Eric D. Hovde is affiliated with the following Reporting Persons: Chairman, Chief Executive Officer and Managing Member of Hovde Capital, L.L.C.; Chairman, Chief Executive Officer and Managing Member of Hovde Capital, Ltd. Page 12 of 18 13 SCHEDULE 2 The following table sets forth the amount and source of funds used by each Reporting Person in acquiring the Shares beneficially owned by it.

Page 13 of 18 14 SCHEDULE 3 The following table sets forth the number and approximate percentage of Shares beneficially owned by each of the Reporting Persons. Each of the Reporting Persons has shared power to vote or to direct the vote and to dispose or to direct the disposition of the Shares of which each of them, respectively, possesses beneficial ownership.

Page 14 of 18 15 SCHEDULE 4 Description of Transactions in Shares Effected Within 60 Days. The Reporting Persons have effected the following transactions in the Shares within sixty (60) days of March 19, 2002:

Page 15 of 18 16 EXHIBIT INDEX

------------------------------------------ (6) Portions of Exhibit B have been omitted pursuant to a request for confidential treatment of information filed with the Commission on March 9, 2000 in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934. The confidential section is on file with the Commission. Page 16 of 18 17 EXHIBIT A Consent Agreement Pursuant to 17 C.F.R. 13d-1(k)(1)(iii) Each of the undersigned hereby consents and agrees to the filing on behalf of each of them of the foregoing joint statement on Schedule 13D pursuant to 17 C.F.R. 13d-1(k)(1)(iii) with respect to his/its beneficial ownership of the shares of the Issuer. FINANCIAL INSTITUTION PARTNERS II, L.P., by its General Partner, HOVDE CAPITAL, L.L.C. By: /s/ Eric D. Hovde ------------------------------------------------- Eric D. Hovde Its: Managing Member HOVDE CAPITAL, L.L.C. By: /s/ Eric D. Hovde ------------------------------------------------- Eric D. Hovde Its: Managing Member FINANCIAL INSTIUTION PARTNERS III, L.P., by its General Partner, HOVDE CAPITAL, LTD. By: /s/ Eric D. Hovde ---------------------------------------------- Eric D. Hovde Its: Managing Member HOVDE CAPITAL, LTD. By: /s/ Eric D. Hovde ---------------------------------------------- Eric D. Hovde Its: Managing Member ERIC D. HOVDE /s/ Eric D. Hovde ------------------------------------------------- STEVEN D. HOVDE /s/ Steven D. Hovde ------------------------------------------------- Dated: 03/19/2002 Page 17 of 18 18 EXHIBIT B ASTERISKS USED TO DENOTE LOCATION OF PORTION OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT CONFIDENTIAL SECTION ON FILE WITH THE COMMISSION [ON NATIONSBANC MONTGOMERY SECURITIES LETTERHEAD] January 22, 1998 Richard Perry Hovde Financial, Inc. 1826 Jefferson Place, N.W. Washington, D.C. 20036 Dear Rick, Regarding the customer agreement, the following will serve as an addendum: All margin loans made to you will be governed by standard margin procedures outlined in the customer agreement. In the event NationsBanc Montgomery Securities LLC modifies the terms of our mutually agreed upon pricing agreement, or decides to discontinue, or substantially reduce the level of Prime Brokerage Services to your firm, *OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT - CONFIDENTIAL SECTION ON FILE WITH THE COMMISSION* NationsBanc Montgomery Securities LLC shall have the right to make demand for payment of any debit balance then owing with respect to any of your margin accounts. Glen Dailey Senior Managing Director Page 18 of 18

EAGLE BANCSHARES INC SC 13D/A