-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K7kljHcHqYF4Tc6BT9aJtcjLd/sHSUHA/BcWuZLiExyNe+kZdO3pJLRAjaOMCV9P H9tJG+dfP2dXe9Kt2u7cXg== 0000950123-01-500406.txt : 20010402 0000950123-01-500406.hdr.sgml : 20010402 ACCESSION NUMBER: 0000950123-01-500406 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010330 GROUP MEMBERS: MALTA HEDGE FUND II LP GROUP MEMBERS: MALTA HEDGE FUND LP GROUP MEMBERS: MALTA OFFSHORE FUND LTD GROUP MEMBERS: MALTA PARTNERS II LP GROUP MEMBERS: MALTA PARTNERS LP GROUP MEMBERS: SANDLER ONEILL ASSET MANAGEMENT LLC GROUP MEMBERS: SOAM HOLDINGS LLC GROUP MEMBERS: TERRY MALTESE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HIGH COUNTRY BANCORP INC CENTRAL INDEX KEY: 0001044676 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 841438612 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52687 FILM NUMBER: 1587096 BUSINESS ADDRESS: STREET 1: 130 WEST 2ND ST CITY: SALIDA STATE: CO ZIP: 81201 BUSINESS PHONE: 7195392516 MAIL ADDRESS: STREET 1: 130 WEST 2ND STREET CITY: SALIDA STATE: CO ZIP: 81201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDLER ONEILL ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001040762 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133906061 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129741700 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 y47343sc13da.txt AMENDMENT #3 TO SCHEDULE 13D 1 OMB APPROVAL OMB NUMBER: 3235-0145 EXPIRES: OCTOBER 31, 1997 ESTIMATED AVERAGE BURDEN HOURS PER RESPONSE................14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3 )* High Country Bancorp, Inc. (NAME OF ISSUER) Common Stock, par value $0.01 per share (TITLE OF CLASS OF SECURITIES) 42965Q10 (CUSIP NUMBER) Mr. Terry Maltese, Sandler O'Neill Asset Management LLC, 712 Fifth Avenue - 22nd Floor, New York, NY 10019 (212) 974-1700 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) March 20, 2001 (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 [ ] 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 16 pages. Exhibit Index located on Page ___ SEC 1746 (12-91) 2 SCHEDULE 13D CUSIP No. 42965Q10 Page 2 of 16 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 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 80,000 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 80,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,000 12 CHECK BOX 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* 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. 3 SCHEDULE 13D CUSIP No. 42965Q10 Page 3 of 16 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 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 73,250 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 73,250 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 73,250 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% 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. 4 SCHEDULE 13D CUSIP No. 42965Q10 Page 4 of 16 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 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 5,500 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 5,500 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% 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. 5 SCHEDULE 13D CUSIP No. 42965Q10 Page 5 of 16 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Malta Partners 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 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 32,800 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 32,800 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1% 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. 6 SCHEDULE 13D CUSIP No. 42965Q10 Page 6 of 16 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 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 7,000 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 7,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% 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. 7 SCHEDULE 13D CUSIP No. 42965Q10 Page 7 of 16 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 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 27,950 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 27,950 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,950 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% 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. 8 SCHEDULE 13D CUSIP No. 42965Q10 Page 8 of 16 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 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 6,750 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 6,750 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,750 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% 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. 9 SCHEDULE 13D CUSIP No. 42965Q10 Page 9 of 16 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 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 80,000 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 80,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,000 12 CHECK BOX 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 *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. 10 This Amendment No.3 to Schedule 13D relating to High Country Bancorp, Inc. is being filed on behalf of the undersigned to amend the Schedule 13D filed by the undersigned dated March 4, 1998, Amendment No. 1 to the Schedule 13D dated November 12, 1998 and Amendment No. 2 to the Schedule 13D dated February 23, 1999 (the "Schedule 13D"). Terms defined in the Schedule 13D and not defined herein have the same meaning as in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. Item 2 of the Schedule 13D is hereby amended in its entirety to read as follows: (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 Partners II, L.P., a Delaware limited partnership ("MPII"), Malta Hedge Fund II, L.P., a Delaware limited partnership ("MHFII"), and Malta Offshore, Ltd., a Cayman Islands company ("MO") (ii) SOAM Holdings, LLC, a Delaware limited liability company ("Holdings"), with respect to shares of Common Stock beneficially owned by MP, MHF, MPII and MHFII, (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) MPII, with respect to shares of Common Stock beneficially owned by it, (vi) MHFII, with respect to shares of Common Stock beneficially owned by it, (vii) MO, with respect to shares of Common Stock beneficially owned by it, and (viii) Terry Maltese, with respect to shares of Common Stock beneficially owned by MP, MHF, MPII, MHFII and MO. The foregoing persons are hereinafter sometimes referred to collectively as the "Reporting Persons" and MP, MHF, MPII and MHFII 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 and President of Holdings and SOAM is Mr. Maltese. In his capacity as President and managing member of Holdings and SOAM, Mr. Maltese exercises voting and dispositive power over all shares of Common Stock beneficially owned by MP, MHF, MPII, MHFII, MO, SOAM and Holdings. The non-managing member of Holdings and SOAM is 2 WTC LLC, a New York limited liability company ("2WTC"). (b) The address of the principal offices of each of MP, MHF, MPII, MHFII, Holdings and SOAM and the business address of Mr. Maltese is Sandler O'Neill Asset Management LLC, 780 Third Avenue, 30th Floor, New York, New York 10017. The address of the principal offices of MO is c/o Hemisphere Fund Managers Limited, Harbour Centre, Third Floor, George Town, Grand Cayman, Cayman Islands, British West Indies. The address of the principal offices of 2WTC is c/o Sandler O'Neill & Partners, L.P., 2 World Trade Center -- 104th Floor, New York, New York 10048. Page 10 of 16 11 (c) The principal business of MP, MHF, MPII and MHFII 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 President of SOAM and Holdings. The principal business of 2WTC is investing in Holdings and SOAM. (d) During the last five years, none of MP, MHF, MPII, MHFII, MO, Holdings, SOAM, 2WTC 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, MPII, MHFII, MO, Holdings, SOAM, 2WTC 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. Item 3 of the Schedule 13D is hereby amended in its entirety to read as follows: The net investment cost (including commissions, if any) of the shares of Common Stock held by MP, MHF, MPII, MHFII and MO is $68,701, $92,568, $440,912, $372,817 and $77,625, respectively. Such shares were purchased with the investment capital of the respective entities. ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby amended in its entirety to read as follows: 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 will continuously evaluate the financial condition, results of operations, business and prospects of the Issuer, the securities markets in general and the market for the Common Stock in particular, conditions in the economy and the financial institutions industry generally and other investment opportunities, all with a view to determining whether to hold, decrease or increase its investment in the Common Stock, through open market, privately negotiated or any other transactions. In the ordinary course of evaluating its investment, representatives of the Reporting Persons may from time to time seek to (or be invited to) discuss the business and policies of the Issuer with the management of the Issuer. However, none of the Reporting Persons has any plan or proposal as of the date hereof which would relate to or result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D. Page 11 of 16 12 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of the Schedule 13D is hereby amended in its entirety to read as follows: (a) Based upon an aggregate of 1,057,925 shares of Common Stock outstanding, as set forth in the Issuer's Quarterly Report on Form 10-QSB for the quarter ended December 31, 2000, as of the close of business on March 20, 2001: (i) MP beneficially owned 5,500 shares of Common Stock, constituting approximately 0.5% of the shares outstanding. (ii) MPII beneficially owned 32,800 shares of Common Stock, constituting approximately 3.1% of the shares outstanding. (iii) MHF beneficially owned 7,000 shares of Common Stock, constituting approximately 0.7% of the shares outstanding. (iv) MHFII beneficially owned 27,950 shares of Common Stock, constituting approximately 2.6% of the shares outstanding. (v) MO beneficially owned 6,750 shares of Common Stock, constituting approximately 0.7% of the shares outstanding. (vi) SOAM owned directly no shares of Common Stock. By reason of its position as management company for MP, MHF, MPII, MHFII and MO, under the provisions of Rule 13d-3, SOAM may be deemed to beneficially own the 5,500 shares owned by MP, the 7,000 shares owned by MHF, the 32,800 shares owned by MPII, the 27,950 shares owned by MHFII and the 6,750 shares owned by MO, or an aggregate of 80,000 shares of Common Stock, constituting approximately 7.6% of the shares outstanding. (vii) Holdings owned directly no shares of Common Stock. By reason of its position as general partner of MP, MHF, MPII and MHFII, under the provisions of Rule 13d-3 of the Securities and Exchange Commission ("Rule 13d-3"), Holdings may be deemed to beneficially own the 5,500 shares owned by MP, the 7,000 shares owned by MHF, the 32,800 shares owned by MPII, and the 27,950 shares owned by MHFII, or an aggregate of 73,250 shares of Common Stock, constituting approximately 6.9% of the shares outstanding. (viii) Mr. Maltese directly owned no shares of Common Stock. By reason of his position as President of Holdings and SOAM, Mr. Maltese may be deemed to beneficially own the 5,500 shares owned by MP, the 7,000 shares owned by MHF, the 32,800 shares owned by MPII, the 27,950 shares owned by MHFII and the 6,750 shares owned by MO, or an aggregate of 80,000 shares of Common Stock, constituting approximately 7.6% of the shares outstanding. Page 12 of 16 13 (ix) In the aggregate, the Reporting Persons beneficially own an aggregate of 80,000 shares of Common Stock, constituting approximately 7.6% of the shares outstanding. (x) 2WTC 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 MO. 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 March 20, 2000, neither MHFII nor MO effected transactions in the Common Stock. During the sixty days prior to March 20, 2001, MP effected the following transactions in the Common Stock in open market transactions with brokers:
Number Price Date Action of Shares per Share 03/20/01 Sold 9,000 $15.250
During the sixty days prior to March 20, 2001, MHF effected the following transactions in the Common Stock in open market transactions with brokers:
Number Price Date Action of Shares per Share 03/20/01 Sold 5,000 $15.250
During the sixty days prior to March 20, 2000, MPII effected the following transactions in the Common Stock in open market transactions with brokers:
Number Price Date Action of Shares per Share 03/20/01 Sold 5,000 $15.250
Page 13 of 16 14 (d) Not applicable. (e) Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 of the Schedule 13D is hereby amended in its entirety to read as follows: 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 14 of 16 15 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: March 29, 2001
MALTA PARTNERS, L.P. MALTA HEDGE FUND, L.P. By: SOAM Holdings, LLC, By: SOAM Holdings, LLC, the sole general partner the sole general partner By: /s/ Terry Maltese By: /s/ Terry Maltese ------------------------------------ ------------------------------------------------ Terry Maltese Terry Maltese President President MALTA PARTNERS II, L.P. MALTA HEDGE FUND II, L.P. By: SOAM Holdings, LLC, By: SOAM Holdings, LLC, the sole general partner the sole general partner By: /s/ Terry Maltese By: /s/ Terry Maltese ----------------------------------- ---------------------------------------------- Terry Maltese Terry Maltese President President MALTA OFFSHORE, LTD Sandler O'Neill Asset Management LLC By: Sandler O"Neill Asset Management LLC By: /s/ Terry Maltese By: /s/ Terry Maltese ---------------------------------- ----------------------------------------------- Terry Maltese Terry Maltese President President SOAM Holdings, LLC Terry Maltese By: /s/ Terry Maltese /s/ Terry Maltese ---------------------------------- ----------------------------------- Terry Maltese Terry Maltese President
Page 15 of 16 EX-99.1 2 y47343ex99-1.txt JOINT ACQUISITION AGREEMENT 1 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: March 29, 2001
MALTA PARTNERS, L.P. MALTA HEDGE FUND, L.P. By: SOAM Holdings, LLC, By: SOAM Holdings, LLC, the sole general partner the sole general partner By: /s/ Terry Maltese By: /s/ Terry Maltese ------------------------------------ ------------------------------------- Terry Maltese Terry Maltese President President MALTA PARTNERS II, L.P. MALTA HEDGE FUND II, L.P. By: SOAM Holdings, LLC, By: SOAM Holdings, LLC, the sole general partner the sole general partner By: /s/ Terry Maltese By: /s/ Terry Maltese ----------------------------------- ------------------------------------- Terry Maltese Terry Maltese President President MALTA OFFSHORE, LTD. SANDLER O'NEILL ASSET By: Sandler O"Neill Asset MANAGEMENT LLC Management LLC By: /s/ Terry Maltese By: /s/ Terry Maltese ---------------------------------- ------------------------------------- Terry Maltese Terry Maltese President President SOAM HOLDINGS, LLC TERRY MALTESE By: /s/ Terry Maltese /s/ Terry Maltese ---------------------------------- ------------------------------------- Terry Maltese Terry Maltese President
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