0000919574-11-006905.txt : 20111229 0000919574-11-006905.hdr.sgml : 20111229 20111229162016 ACCESSION NUMBER: 0000919574-11-006905 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111229 DATE AS OF CHANGE: 20111229 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INDIANA COMMUNITY BANCORP CENTRAL INDEX KEY: 0000867493 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 351807839 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50221 FILM NUMBER: 111286994 BUSINESS ADDRESS: STREET 1: 501 WASHINGTON STREET CITY: COLUMBUS STATE: IN ZIP: 47201 BUSINESS PHONE: 8125221592 MAIL ADDRESS: STREET 1: 501 WASHINGTON STREET CITY: COLUMBUS STATE: IN ZIP: 47201 FORMER COMPANY: FORMER CONFORMED NAME: HOME FEDERAL BANCORP DATE OF NAME CHANGE: 19940222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDLER ONEILL ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001040762 IRS NUMBER: 133906061 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 150 EAST 52ND STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124867300 MAIL ADDRESS: STREET 1: 150 EAST 52ND STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 d1254603_13d-a.htm d1254603_13d-a.htm

 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
SCHEDULE 13D/A
  
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
Indiana Community Bancorp

(Name of Issuer)
 
Common Stock, par value $0.01 per share

 (Title of Class of Securities)
 
454674102

 (CUSIP Number)
 
Mr. Terry Maltese, Sandler O’Neill Asset Management LLC,
150 East 52nd Street, 30th Floor, New York, NY 10022 (212) 486-7300

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 22, 2011

 (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 o.
 
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 (“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 15 pages
         
   
Exhibit Index located on Page 15
 
SEC 1746 (12-91)


 
 

 


SCHEDULE 13D
 
     
CUSIP No. 454674102
 
Page 2 of 15 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    Sandler O’Neill Asset Management, LLC        
   
     
  2.
 
Check the Appropriate Box if a Member of a Group*
 
 
(a)  ¨
(b)  ¨
 
 
  3.
 
SEC Use Only
 
   
  4.
 
Source of Funds*
 
    00
   
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
    New York
   

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 

  8.    Shared Voting Power
 
           234,200

  9.    Sole Dispositive Power
 

10.    Shared Dispositive Power
 
            234,200

         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    234,200
   
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
    6.84%
   
14.
 
Type of Reporting Person*
 
    00
   
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 
 

 


 
SCHEDULE 13D
 
     
CUSIP No. 454674102
 
Page 3 of 15 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    SOAM Holdings, LLC        
   
     
  2.
 
Check the Appropriate Box if a Member of a Group*
 
 
(a)  ¨
(b)  ¨
 
 
  3.
 
SEC Use Only
 
   
  4.
 
Source of Funds*
 
    00
   
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
    Delaware
   

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 

  8.    Shared Voting Power
 
            190,000    

  9.    Sole Dispositive Power
 

10.    Shared Dispositive Power
 
            190,000    

         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    190,000
   
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
    5.55%
   
14.
 
Type of Reporting Person*
 
    00
   
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 
 

 



 
SCHEDULE 13D
 
     
CUSIP No. 454674102
 
Page 4 of 15 Pages
 
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    Malta Partners, L.P.
   
  2.
 
Check the Appropriate Box if a Member of a Group*
 
 
(a)  ¨
(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.
 
Citizen or Place of Organization
 
Delaware        
   

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 

  8.    Shared Voting Power
 
        4,600        

  9.    Sole Dispositive Power
 

10.    Shared Dispositive Power
 
        4,600        

         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    4,600        
   
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
    0.13%        
   
14.
 
Type of Reporting Person*
 
    PN        
   
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


 
 

 



SCHEDULE 13D
 
 
     
CUSIP No. 454674102
 
Page 5 of 15 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
Malta Hedge Fund, L.P.        
   
  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  ¨
(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.
 
Citizen or Place of Organization
 
Delaware        
   

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 

  8.    Shared Voting Power
 
25,600

  9.    Sole Dispositive Power
 

10.    Shared Dispositive Power
 
25,600

         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
25,600
   
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
0.75%        
   
14.
 
Type of Reporting Person*
 
PN        
   
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


 
 

 



SCHEDULE 13D
 
     
CUSIP No. 454674102
 
Page 6 of 15 Pages
 
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
Malta Hedge Fund II, L.P.        
   
  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  ¨
(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.
 
Citizen or Place of Organization
 
Delaware        
   

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 

  8.    Shared Voting Power
 
    142,000    

  9.    Sole Dispositive Power
 

10.    Shared Dispositive Power
 
142,000    

         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
142,000    
   
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
4.15%       
   
14.
 
Type of Reporting Person*
 
PN        
   
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


 
 

 



SCHEDULE 13D
 
CUSIP No. 454674102
 
Page 7 of 15 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    Malta Offshore, Ltd            
   
  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  ¨
(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.
 
Citizen or Place of Organization
 
    Cayman Islands        
   

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 

  8.    Shared Voting Power
 
            44,200

  9.    Sole Dispositive Power
 

10.    Shared Dispositive Power
 
            44,200

         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
            44,200
   
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
1.29%
   
14.
 
Type of Reporting Person*
 
CO
   
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


 
 

 



SCHEDULE 13D
 
 
     
CUSIP No. 454674102
 
Page 8 of 15 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
SOAM Phoenix Partners, L.P.        
   
  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  ¨
(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.
 
Citizen or Place of Organization
 
Delaware        
   

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 

  8.    Shared Voting Power
 
    17,800    

  9.    Sole Dispositive Power
 

10.    Shared Dispositive Power
 
17,800    

         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
17,800    
   
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
0.52%        
   
14.
 
Type of Reporting Person*
 
PN        
   
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 
 

 


SCHEDULE 13D
 
CUSIP No. 454674102
 
Page 9 of 15 Pages
 
         
  1.
 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
Terry Maltese
   
  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  ¨
(b)  ¨
 
  3.
 
SEC Use Only
 
   
  4.
 
Source of Funds*
 
00            
   
  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨
  6.
 
Citizen or Place of Organization
 
USA            
   

     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 

  8.    Shared Voting Power
 
234,200

  9.    Sole Dispositive Power
 

10.    Shared Dispositive Power
 
 234,200

         
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
234,200
   
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
6.84%            
   
14.
 
Type of Reporting Person*
 
IN        
   
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


 
 

 

 

Item 1.    Security and Issuer.
 
The class of equity securities to which this statement relates is the common stock, par value $0.01 per share (“Common Stock”), of Indiana Community Bancorp (the “Issuer”), a company incorporated in Indiana, with its principal office 501 Washington Street, Columbus, IN 47201.
 
Item 2.    Identity and Background.
 
(a)    This statement is being filed by (i) Sandler O’Neill Asset Management LLC, a New York limited liability company (“SOAM”), with respect to shares of Common Stock beneficially owned by Malta Partners, L.P., a Delaware limited partnership (“MP”), Malta Hedge Fund, L.P., a Delaware limited partnership (“MHF”), Malta Hedge Fund II, L.P., a Delaware limited partnership (“MHFII”), Malta Offshore, Ltd., a Cayman Islands company (“MO”), and by SOAM Phoenix Partners, L.P., a Delaware limited partnership (“Phoenix”) (ii) SOAM Holdings, LLC, a Delaware limited liability company (“Holdings”), with respect to shares of Common Stock beneficially owned by MP, MHF, MHFII, Phoenix (iii) MP, with respect to shares of Common Stock beneficially owned by it, (iv) MHF, with respect to shares of Common Stock beneficially owned by it, (v) MHFII, with respect to shares of Common Stock beneficially owned by it, (vi) MO, with respect to shares of Common Stock beneficially owned by it (vii) Phoenix, with respect to shares of Common Stock beneficially owned by it, (viii) Terry Maltese as Managing Member of SOAM, with respect to shares of Common Stock beneficially owned by MP, MHF, MHFII, MO, and Phoenix. The foregoing persons are hereinafter sometimes referred to collectively as the “Reporting Persons” and MP, MHF, MHFII, and Phoenix are sometimes collectively referred to herein as the “Partnerships.” 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.
 
The sole general partner of each of the Partnerships is Holdings, and administrative and management services for the Partnerships are provided by SOAM. SOAM also provides management services to MO. The managing member of Holdings and SOAM is Mr. Maltese. In his capacity as managing member of Holdings and SOAM, Mr. Maltese exercises voting and dispositive power over all shares of Common Stock beneficially owned by MP, MHF, MHFII, MO, Phoenix, SOAM, and Holdings. The non-managing member of Holdings and SOAM is Sandler O’Neill Holdings, LLC, a New York limited liability company (“S.O. Holdings”).

(b)    The address of the principal offices of each of MP, MHF, MHFII, Phoenix, Holdings and SOAM and the business address of Mr. Maltese is Sandler O’Neill Asset Management LLC, 150 East 52nd Street, 30th Floor, New York, NY 10022. The address of the principal office of MO is c/o Citco Fund Services (Cayman Islands) Limited, 89 Nexus Way, 2nd Floor, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands. The address of the principal office of S.O. Holdings is c/o Sandler O’Neill & Partners, L.P., 919 Third Avenue, 6th Floor, New York, New York 10022.

 (c)    The principal business of MP, MHF, MHFII, and Phoenix is that of private partnerships engaged in investment in securities for its own account. The principal business of MO is that of investment in securities for its own account. The principal business of Holdings is that of acting as general partner for the Partnerships. The principal business of SOAM is that of providing administrative and management services to the Partnerships and management services to MO. The present principal occupation or employment of Mr. Maltese is Managing Member of SOAM and Holdings. The principal business of S.O. Holdings is investing in Holdings and SOAM.
 
(d)    During the last five years, none of MP, MHF, MHFII, MO, Phoenix, Holdings, SOAM, S.O. Holdings or Mr. Maltese has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)    During the last five years, none of MP, MHF, MHFII, MO, Phoenix Holdings, SOAM, S.O. Holdings or Mr. Maltese has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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)    Mr. Maltese is a U.S. citizen.
 
Item 3.    Source and Amount of Funds.
 
The net investment cost (including commissions, if any) of the shares of Common Stock held by MP, MHF, MHFII, MO, and Phoenix is $95,221, $462,101, $2,454,467, $569,159, and $250,055, respectively. Such shares were purchased with the investment capital of the respective entities.
 
 
Page 10 of 15 pages
 
 
 
 

 
 
 
Item 4.    Purpose of Transaction.
 
The purpose for which the Common Stock was acquired by the Reporting Persons is for investment. As such, in the ordinary course of their business, the Reporting Persons intend to review their investment in the Company on a continuing basis and may engage in discussions with management, the board of directors, other shareholders of the Company and other relevant parties concerning the business, operations, management, governance, strategy and future plans of the Company.  Depending on various factors including, without limitation, the Company's financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the board of directors, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Company as they deem appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transactions with respect to the shares of Common Stock, voting for or against and expressing support for or against the proposals of the board of directors of the Company or other shareholders of the Company and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
 
Item 5.    Interest in Securities of the Issuer.
 
(a)    Based upon an aggregate of 3,422,379 shares of Common Stock outstanding, as determined by the Issuer’s most recently available public information, as of the close of business on October 31, 2011:

 
(i)
 
MP beneficially owned 4,600 shares of Common Stock, constituting approximately 0.13% of the shares outstanding.
 
 
(ii)
 
MHF beneficially owned 25,600 shares of Common Stock, constituting approximately 0.75% of the shares outstanding.
 
 
(iii)
 
MHFII beneficially owned 142,000 shares of Common Stock, constituting approximately 4.15% of the shares outstanding.
 
 
(iv)
 
MO beneficially owned 44,200 shares of Common Stock, constituting approximately 1.29% of the shares outstanding.
 
 
(v)
 
Phoenix beneficially owned 17,800 shares of Common Stock, constituting approximately 0.52% of the shares outstanding.

 
(vi)
 
SOAM owned directly no shares of Common Stock. By reason of its position as management company for MP, MHF, MHFII, Phoenix and investment manager for MO, under the provisions of Rule 13d-3, SOAM may be deemed to beneficially own the 4,600 shares owned by MP, the 25,600 shares owned by MHF, the 142,000 shares owned by MHFII, the 44,200 shares owned by MO, and the 17,800 shares owned by Phoenix or an aggregate of 234,200 shares of Common Stock, constituting approximately 6.84% of the shares outstanding.
 
 
(vii)
 
Holdings owned directly no shares of Common Stock. By reason of its position as general partner of MP, MHF, MHFII, and Phoenix under the provisions of Rule 13d-3 of the Securities and Exchange Commission (“Rule 13d-3”), Holdings may be deemed to beneficially own the 4,600 shares owned by MP, the 25,600 shares owned by MHF, the 142,000 shares owned by MHFII, and the 17,800 shares owned by Phoenix or an aggregate of 190,000 shares of Common Stock, constituting approximately 5.55% of the shares outstanding.
 

Page 11 of 15
 
 
 
 

 
 
 
 
(viii)
 
Mr. Maltese directly owned no shares of Common Stock. By reason of his position as Managing Member of Holdings and SOAM, Mr. Maltese may be deemed to beneficially own the 4,600 shares owned by MP, the 25,600 shares owned by MHF, the 142,000 shares owned by MHFII, the 44,200 shares owned by MO, and the 17,800 shares of Phoenix, or an aggregate of 234,200 shares of Common Stock, constituting approximately 6.84% of the shares outstanding.
 
 
(viii)
 
In the aggregate, the Reporting Persons beneficially own 234,200 shares of Common Stock, constituting approximately 6.84% of the shares outstanding.
 
 
(ix)
 
S.O. Holdings directly owned no shares of Common Stock.
 
(b)        The Partnerships each have the power to dispose of and to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, Holdings. Holdings is a party to a management agreement with SOAM pursuant to which SOAM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by Holdings. MO has the power to dispose of and to vote the shares of Common Stock beneficially owned by it. MO is a party to a management agreement with SOAM pursuant to which SOAM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by each. Mr. Maltese, as President and managing member of Holdings, and SOAM, shares the power to dispose of and to vote the shares of Common Stock beneficially owned by the other Reporting Persons.
 
(c) During the sixty days prior to December 29, 2011 the Reporting persons effected the following transactions in the Common Stock.
 
Transactions by MP last 60 days
Date
 
Transaction
 
Price
 
Shares
11/22/11
 
Purchase
 
14.0500
 
200
12/28/11
 
Purchase
 
14.3425
 
100
 
Transactions by MHF last 60 days
Date
 
Transaction
 
Price
 
Shares
11/21/11
 
Purchase
 
13.9559
 
100
11/22/11
 
Purchase
 
14.0500
 
1,800
12/21/11
 
Purchase
 
14.3500
 
300
12/28/11
 
Purchase
 
14.3425
 
200
 
Transactions by MHFII last 60 days
Date
 
Transaction
 
Price
 
Shares
11/04/11
 
Purchase
 
14.0395
 
100
11/08/11
 
Purchase
 
14.0500
 
100
11/21/11
 
Purchase
 
13.9559
 
900
11/22/11
 
Purchase
 
14.0500
 
10,700
11/23/11
 
Purchase
 
13.8500
 
200
12/16/11
 
Purchase
 
14.3500
 
100
12/19/11
 
Purchase
 
14.3425
 
300
12/20/11
 
Purchase
 
14.3500
 
100
12/21/11
 
Purchase
 
14.3500
 
1,600
12/23/11
 
Purchase
 
14.3500
 
100
12/27/11
 
Purchase
 
14.3371
 
100
 
Transactions by MO last 60 days
Date
 
Transaction
 
Price
 
Shares
11/21/11
 
Purchase
 
13.9559
 
300
11/22/11
 
Purchase
 
14.0500
 
3,300
11/23/11
 
Purchase
 
13.8500
 
100
12/19/11
 
Purchase
 
14.3425
 
100
12/21/11
 
Purchase
 
14.3500
 
500
12/28/11
 
Purchase
 
14.3425
 
100

 
Page 12 of 15 pages
 

 
 
 

 



Transactions by Phoenix last 60 days
Date
 
Transaction
 
Price
 
Shares
11/04/11
 
Purchase
 
14.0395
 
300
11/08/11
 
Purchase
 
14.0500
 
200
11/21/11
 
Purchase
 
13.9559
 
1,300
11/22/11
 
Purchase
 
14.0500
 
15,700
12/21/11
 
Purchase
 
14.3500
 
300


(d) Not applicable.
 
(e) Not applicable.
 
Item 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
There are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer.
 
Item 7.    Material to be Filed as Exhibits.
 
Exhibit 1
 
Written Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) of the Securities and Exchange Commission
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
Page 13 of 15 pages
 

 
 
 

 


SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: December 29, 2011
 
                 
MALTA PARTNERS, L.P.
     
MALTA HEDGE FUND, L.P.
         
By:
 
SOAM Holdings, LLC,
the sole general partner         
     
By:
 
SOAM Holdings, LLC,
the sole general partner
By:
 
/s/ Terry Maltese
     
By:
 
/s/ Terry Maltese
   
Terry Maltese
Managing Member
         
Terry Maltese
Managing Member
     
MALTA OFFSHORE, LTD
     
MALTA HEDGE FUND II, L.P.

                 
         
By:
 
/s/ Terry Maltese
     
By:
 
SOAM Holdings, LLC,
the sole general partner
   
Terry Maltese
Director
     
By:
 
/s/ Terry Maltese
               
Terry Maltese
Managing Member

                 
     
SANDLER O’NEILL ASSET
     
 SOAM Phoenix Partners, L.P.
MANAGEMENT, LLC
       
     
 By:
 SOAM Holdings, LLC,
By:
 
/s/ Terry Maltese
         
the sole general partner
   
Terry Maltese
President
     
By:
 
/s/ Terry Maltese
               
Terry Maltese
Managing Member
     
SOAM Holdings, LLC
     
TERRY MALTESE
         
By:
 
/s/ Terry Maltese
     
 By:
 
/s/ Terry Maltese
   
Terry Maltese
Managing Member
         
Terry Maltese
 
 
Page 14 of 15 pages


 
 

 


EXHIBIT 1


JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(f)(1)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
 
Dated: December 29, 2011

                 
MALTA PARTNERS, L.P.
     
MALTA HEDGE FUND, L.P.
         
By:
 
SOAM Holdings, LLC,
the sole general partner         
     
By:
 
SOAM Holdings, LLC,
the sole general partner
By:
 
/s/ Terry Maltese
     
By:
 
/s/ Terry Maltese
   
Terry Maltese
Managing Member
         
Terry Maltese
Managing Member
     
MALTA OFFSHORE, LTD
     
MALTA HEDGE FUND II, L.P.

                 
         
By:
 
/s/ Terry Maltese
     
By:
 
SOAM Holdings, LLC,
the sole general partner
   
Terry Maltese
Director
     
By:
 
/s/ Terry Maltese
               
Terry Maltese
Managing Member

                 
     
SANDLER O’NEILL ASSET
     
 SOAM Phoenix Partners, L.P.
MANAGEMENT, LLC
       
     
 By:
 SOAM Holdings, LLC,
By:
 
/s/ Terry Maltese
         
the sole general partner
   
Terry Maltese
President
     
By:
 
/s/ Terry Maltese
               
Terry Maltese
Managing Member
     
SOAM Holdings, LLC
     
TERRY MALTESE
         
By:
 
/s/ Terry Maltese
     
 By:
 
/s/ Terry Maltese
   
Terry Maltese
Managing Member
         
Terry Maltese
 
 
Page 15 of 15 pages
 
 
SK 27061 0001 1254603