Unassociated Document

-----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, H4kglIzQZAX+FPjTaOP5VfkmZjmXXvreliTEtIb66kd+ZxG+dskeIp1+65Sshjy6 woXd6GehaHb2w1WYEBUYyw== 0001133796-09-000218.txt : 20091109 0001133796-09-000218.hdr.sgml : 20091109 20091106182746 ACCESSION NUMBER: 0001133796-09-000218 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20091109 DATE AS OF CHANGE: 20091106 GROUP MEMBERS: BETH LASHLEY GROUP MEMBERS: DANIELLE LASHLEY GROUP MEMBERS: FINANCIAL EDGE-STRATEGIC FUND, L.P. GROUP MEMBERS: GOODBODY/PL CAPITAL, L.P. GROUP MEMBERS: GOODBODY/PL CAPITAL, LLC GROUP MEMBERS: IRVING A. SMOKLER GROUP MEMBERS: JOHN W. PALMER GROUP MEMBERS: PL CAPITAL ADVISORS, LLC GROUP MEMBERS: PL CAPITAL, LLC GROUP MEMBERS: PL CAPITAL/FOCUSED FUND, L.P. GROUP MEMBERS: RED ROSE TRADING ESTONIA OU GROUP MEMBERS: RICHARD J. LASHLEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CFS BANCORP INC CENTRAL INDEX KEY: 0001058438 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 332042093 STATE OF INCORPORATION: IN FISCAL YEAR END: 0727 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55093 FILM NUMBER: 091166108 BUSINESS ADDRESS: STREET 1: 707 RIDGE ROAD CITY: MUNSTER STATE: IN ZIP: 46321 BUSINESS PHONE: 2198365500 MAIL ADDRESS: STREET 1: 707 RIDGE ROAD CITY: MUNSTER STATE: IN ZIP: 46321 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL EDGE FUND L P CENTRAL INDEX KEY: 0001008845 IRS NUMBER: 364050716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 E. JEFFERSON AVENUE STREET 2: SUITE 22 CITY: NAPERVILLE STATE: IL ZIP: 60540 BUSINESS PHONE: 6308481340 MAIL ADDRESS: STREET 1: 20 E. JEFFERSON AVENUE STREET 2: SUITE 22 CITY: NAPERVILLE STATE: IL ZIP: 60540 SC 13D/A 1 k165153_sc13da.htm Unassociated Document

CUSIP No. 12525D102

Page 1 of 26 Pages

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 5)

Under the Securities Exchange Act of 1934

CFS BANCORP, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

12525D102

(CUSIP Number)

Mr. John Wm. Palmer

PL Capital, LLC

20 E. Jefferson Ave.

Suite 22

Naperville, IL 60540

630-848-1340

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 2, 2009

(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.

CUSIP No. 12525D102

Page 2 of 26 Pages

1	NAME OF REPORTING PERSON Financial Edge Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 401,534
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 401,534
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 401,534
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 12525D102

Page 3 of 26 Pages

1	NAME OF REPORTING PERSON Financial Edge—Strategic Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 174,233
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 174,233
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,233
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 12525D102

Page 4 of 26 Pages

1	NAME OF REPORTING PERSON Goodbody/PL Capital, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 174,701
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 174,701
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,701
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 12525D102

Page 5 of 26 Pages

1	NAME OF REPORTING PERSON PL Capital/Focused Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
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) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 174,396
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 174,396
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,396
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 12525D102

Page 6 of 26 Pages

1	NAME OF REPORTING PERSON PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 833,758
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 833,758
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 833,758
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 12525D102

Page 7 of 26 Pages

1	NAME OF REPORTING PERSON PL Capital Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 924,864
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 924,864
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 924,864
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 12525D102

Page 8 of 26 Pages

1	NAME OF REPORTING PERSON Goodbody/PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 174,701
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 174,701
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,701
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 12525D102

Page 9 of 26 Pages

1	NAME OF REPORTING PERSON John W. Palmer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,000
		8	SHARED VOTING POWER 1,008,459
		9	SOLE DISPOSITIVE POWER 1,000
		10	SHARED DISPOSITIVE POWER 1,008,459
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,009,459
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 12525D102

Page 10 of 26 Pages

1	NAME OF REPORTING PERSON Richard J. Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 3,000
		8	SHARED VOTING POWER 1,020,759
		9	SOLE DISPOSITIVE POWER 3,000
		10	SHARED DISPOSITIVE POWER 1,020,759
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,023,759
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 12525D102

Page 11 of 26 Pages

1	NAME OF REPORTING PERSON Beth Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 10,300
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 10,300
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,300
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) <1.0%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 12525D102

Page 12 of 26 Pages

1	NAME OF REPORTING PERSON Danielle Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) <1.0%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 12525D102

Page 13 of 26 Pages

1	NAME OF REPORTING PERSON Irving A. Smokler
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
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 83,595
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 83,595
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 83,595
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) <1.0%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 12525D102

Page 14 of 26 Pages

1	NAME OF REPORTING PERSON Red Rose Trading Estonia OU
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, BK, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Estonia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 83,595
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 83,595
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 83,595
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) <1.0%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 12525D102

Page 15 of 26 Pages

Item 1.

Security and Issuer

This amended Schedule 13D relates to the common stock, $0.01 par value (“Common Stock”), of CFS Bancorp, Inc. (the “Company” or “CFS Bancorp”). The address of the principal executive offices of the Company is 707 Ridge Road, Munster, IN 46321.

Item 2.

Identity and Background

This amended Schedule 13D is being filed jointly by the parties identified below. All of the filers of this amended Schedule 13D are collectively the “PL Capital Group.” The joint filing agreement of the members of the PL Capital Group is attached to Amendment No. 4 to this Schedule 13D as Exhibit 1.

Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”)

Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”)

PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”)

PL Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund and investment adviser to separate accounts held by Red Rose Trading Estonia OU (“PL Capital”)

PL Capital Advisors, LLC, a Delaware limited liability company and investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL Capital, L.P. (“PL Capital Advisors”)

Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”)

Goodbody/PL Capital, LLC, a Delaware limited liability company and General Partner of Goodbody/PL LP (“Goodbody/PL LLC”)

John W. Palmer and Richard J. Lashley, as Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC and as individuals, and Mr. Lashley as Custodian of UGMA for Danielle Lashley

Beth Lashley, spouse of Richard Lashley, as an individual

Danielle Lashley, minor child of Richard and Beth Lashley, as an individual

Red Rose Trading Estonia OU, an Estonian company (“Red Rose”)

Irving A. Smokler, principal of Red Rose

(a)-(c) This statement is filed by Mr. John Palmer and Mr. Richard Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:

CUSIP No. 12525D102

Page 16 of 26 Pages

(1)

shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund and Red Rose, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of PL Capital, the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund and investment adviser to separate accounts held by Red Rose;

(2)

shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of PL Capital Advisors, the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP;

(3)

shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of Goodbody/PL LLC, the General Partner of Goodbody/PL LP;

(4)

shares of Common Stock held in the name of Mr. Palmer as an individual;

(5)

shares of Common Stock held in the name of Mr. Lashley as an individual, as well as held jointly in the name of Mr. Lashley and Beth Lashley; and

(6)

shares of Common Stock held by UGMA for Danielle Lashley, for which Mr. Lashley is Custodian.

This statement is filed by Dr. Irving Smokler with respect to the shares of Common Stock beneficially owned by Red Rose.

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer, Mr. Lashley, Beth Lashley and Danielle Lashley is: c/o PL Capital, 20 East Jefferson Avenue, Suite 22, Naperville, Illinois 60540. Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP and Goodbody/PL LLC are engaged in various interests, including investments.

The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC, whose principal business is investments. Beth Lashley is the spouse of Richard Lashley and is currently not employed. Danielle Lashley is the minor child of Richard and Beth Lashley.

The business address of Red Rose and Dr. Irving Smokler is c/o of Maple Leaf Properties, 980 N. Federal Highway, Suite 307, Boca Raton, FL 33432. Red Rose is engaged in various investment activities.

The principal employment of Dr. Smokler is as a partner of Maple Leaf Properties, a Michigan co-general partnership, a real estate investment firm with a principal address of 980 N. Federal Highway, Suite 307, Boca Raton, FL 33432.

CUSIP No. 12525D102

Page 17 of 26 Pages

(d) During the past five years, no member of the PL Capital Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, no member of the PL Capital Group has 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 any violation with respect to such laws.

(f) All of the individuals who are members of the PL Capital Group are citizens of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group owns 1,024,759 shares of Common Stock of the Company acquired at an aggregate cost of $3,266,973.

The amount of funds expended by Financial Edge Fund to acquire the 401,534 shares of Common Stock it holds in its name is $1,301,342. Such funds were provided from Financial Edge Fund’s available capital and from time to time from margin loans provided by BNP Paribas Prime Brokerage, Inc. (“BNP Paribas”).

The amount of funds expended by Financial Edge Strategic to acquire the 174,233 shares of Common Stock it holds in its name is $568,445. Such funds were provided from Financial Edge Strategic’s available capital and from time to time from margin loans provided by BNP Paribas.

The amount of funds expended by Goodbody/PL LP to acquire the 174,701 shares of Common Stock it holds in its name is $569,270. Such funds were provided from Goodbody/PL LP’s available capital and from time to time from margin loans provided by BNP Paribas.

The amount of funds expended by Focused Fund to acquire the 174,396 shares of Common Stock it holds in its name is $555,250. Such funds were provided from Focused Fund’s available capital.

The amount of funds expended by Mr. Palmer to acquire the 1,000 shares of Common Stock he holds in his name is $11,846. Such funds were provided from Mr. Palmer’s personal funds.

The amount of funds expended by Mr. Lashley to acquire the 3,000 shares of Common Stock he holds individually in his name is $9,669. Such funds were provided from Mr. Lashley’s personal funds.

The amount of funds expended by Richard and Beth Lashley to acquire the 10,300 shares of Common Stock they hold jointly is $33,840. Such funds were provided from Mr. and Mrs. Lashley’s personal funds.

The amount of funds expended by the UGMA for Danielle Lashley to acquire the 2,000 shares of Common Stock it holds is $8,227. Such funds were provided from Danielle Lashley’s personal funds.

CUSIP No. 12525D102

Page 18 of 26 Pages

The amount of funds expended by Red Rose to acquire the 83,595 shares of Common Stock it holds in its name is $209,084. Such funds were provided from Red Rose’s available capital and from time to time from margin loans provided by BNP Paribas.

Any purchases of Common Stock made by members of the PL Capital Group using funds borrowed from BNP Paribas, if any, were made in margin transactions on that firms’ usual terms and conditions. All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the PL Capital Group. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing no member of the PL Capital Group has margin or other loans outstanding secured by Common Stock other than Financial Edge Fund, Financial Edge Strategic and Goodbody/PL LP.

Item 4.

Purpose of Transaction

This is the PL Capital Group’s fifth amendment to its initial Schedule 13D filing. The PL Capital Group acquired shares of Common Stock because it believes that the Common Stock is undervalued.

The PL Capital Group plans to ask management of the Company what their operating and strategic plans are for, among other things: (1) managing its holdings of loan participations and syndications, (2) managing other credit risks in the current economic downturn, and (3) maximizing the value of the Common Stock.

On March 25, 2009, the PL Capital Group sent a notice of shareholder derivative demand to the Company’s board of directors. A copy of the letter is attached to Amendment No. 1 to the Schedule 13D as Exhibit 2. On April 13, 2009, the PL Capital Group sent a follow-up letter to the Company’s board of directors stressing the importance of taking prompt action with respect to the derivative demand. A copy of the letter is attached to Amendment No. 2 to the Schedule 13D as Exhibit 3.

On April 28, 2009, representatives of the PL Capital Group attended the annual meeting of the Company. At that meeting shareholders were not given a public forum to ask questions or make comments during the meeting which then prompted the PL Capital Group to issue a press release. A copy of the press release is attached to Amendment No. 2 to the Schedule 13D as Exhibit 4. Additionally, on May 4, 2009, in an effort to have questions answered that the PL Capital Group had planned to ask at the annual meeting, the PL Capital Group sent a letter to the Company’s board of directors and issued a press release. A copy of the letter and press release are attached to Amendment No. 2 to the Schedule 13D as Exhibit 5 and 6, respectively.

On May 11, 2009, the lead independent director of the Company’s board of directors sent a letter to Mr. Palmer in response to Mr. Palmer’s correspondence with the Company. A copy of the letter is attached to Amendment No. 3 to the Schedule 13D as Exhibit 7. Mr. Palmer responded to the lead independent director in a letter dated May 14, 2009. A copy of the letter is attached to Amendment No. 3 to the Schedule 13D as Exhibit 8.

On May 15, 2009, Mr. Lashley submitted notice to the Company of his intent to nominate Mr. Palmer as a nominee for election as a director at the Company’s 2010 Annual Shareholder Meeting. A copy of the nomination letter is attached to Amendment No. 3 to the Schedule 13D as Exhibit 9.

CUSIP No. 12525D102

Page 19 of 26 Pages

On August 17, 2009, the Company sent a letter to its shareholders. A copy of the letter is attached to Amendment No. 4 to the Schedule 13D as Exhibit 10. Messrs. Lashley and Palmer responded with a letter to the Company which was forwarded to the Company’s shareholders, along with a cover letter, on August 24, 2009. A copy of both letters is attached to Amendment No. 4 to the Schedule 13D as Exhibit 11.

On November 2, 2009, Messrs. Lashley and Palmer sent a letter to the Audit Committee of the Company’s Board of Directors highlighting the potential improper inclusion of deferred tax assets in the Company’s calculation of its regulatory capital. A copy of the letter is attached to this amended Schedule 13D as Exhibit 12.

Members of the PL Capital Group may make further purchases of shares of Common Stock. Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.

To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the PL Capital Group has such a purpose. Except as noted in this Schedule 13D, no member of the PL Capital Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

Item 5.

Interest in Securities of the Company

The percentages used in this Schedule 13D are calculated based upon 10,773,173 outstanding shares of Common Stock. This is the number of shares of Common Stock that the Company reported as outstanding as of September 30, 2009 in its earnings release furnished to the Securities and Exchange Commission in a Form 8-K, which was filed on November 2, 2009. The PL Capital Group’s transactions in the Common Stock within the past 60 days of the date of this filing are as follows:

(A) Financial Edge Fund

(a)-(b) See cover page.

Date	Number of Shares Purchased	Price Per Share	Total Cost
09/29/2009	1,300	$4.55	$5,969
10/02/2009	1,200	$4.60	$5,564
10/27/2009	1,100	$4.56	$5,070
10/30/2009	200	$4.68	$986

(d) Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Fund with regard to those shares of Common Stock.

CUSIP No. 12525D102

Page 20 of 26 Pages

(B) Financial Edge Strategic

(a)-(b) See cover page.

(d) Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Strategic with regard to those shares of Common Stock.

(a)-(b) See cover page.

(d) Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Mr. Palmer and Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by Goodbody/PL LP.

(D) Focused Fund

(a)-(b) See cover page.

(d) PL Capital is the general partner of Focused Fund. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, PL Capital may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by PL Capital.

(E) PL Capital

(a)-(b) See cover page.

(d) PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund. PL Capital is the investment adviser for separate accounts held by Red Rose. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Red Rose.

(F) PL Capital Advisors

CUSIP No. 12525D102

Page 21 of 26 Pages

(a)-(b) See cover page.

(d) PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP and Focused Fund. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital Advisors, they have the power to direct the affairs of PL Capital Advisors. Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP, and Focused Fund.

(G) Goodbody/PL LLC

(a)-(b) See cover page.

(d) Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Mr. Palmer and Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by Goodbody/PL LP.

(H) Mr. John W. Palmer

(a)-(b) See cover page.

(I) Mr. Richard J. Lashley

(a)-(b) See cover page.

(J) Mr. Richard J. Lashley and Mrs. Beth Lashley

(a)-(b) See cover page.

(d) Beth Lashley is the spouse of Richard Lashley. Therefore, Beth Lashley may be deemed to share with Richard Lashley voting and dispositive power with regard to the shares of Common Stock held jointly with Richard Lashley.

(K) Danielle Lashley

(a)-(b) See cover page.

CUSIP No. 12525D102

Page 22 of 26 Pages

(d) Richard Lashley is the Custodian for the UGMA. Therefore, Danielle Lashley may be deemed to share with Richard Lashley voting and dispositive power with regard to the shares of Common Stock held in the UGMA.

(L) Red Rose

(a)-(b) See cover page.

(d) Dr. Irving Smokler is deemed to share voting and dispositive power with regard to the shares of Common Stock held by Red Rose.

(M) Dr. Irving A. Smokler

(a)-(b) See cover page.

(d) Dr. Irving Smokler is deemed to share voting and dispositive power with regard to the shares of Common Stock held by Red Rose.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company

With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Red Rose: PL Capital and/or PL Capital Advisors are entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital. With respect to Goodbody/PL LP: Goodbody/PL LLC and/or PL Capital Advisors are entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital.

Other than the foregoing agreements and the Joint Filing Agreement filed as Exhibit 1 to Amendment No. 4 to the Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.

Item 7.

Material to be Filed as Exhibits

Exhibit No.	Description

1	Joint Filing Agreement*
2	Letter from John Palmer to Board of Directors dated March 25, 2009*
3	Letter from John Palmer to Board of Directors dated April 13, 2009*
4	Press release dated April 29, 2009*
5	Letter from John Palmer to Board of Directors dated May 4, 2009*

CUSIP No. 12525D102

Page 23 of 26 Pages

Exhibit No.	Description

6	Press release dated May 4, 2009*
7	Letter from Lead Independent Director to John Palmer dated May 11, 2009*
8	Letter from John Palmer to Lead Independent Director dated May 14, 2009*
9	Notice of Intent to Nominate from Richard Lashley to Board of Directors dated May 15, 2009*
10	Letter from CFS Bancorp, Inc. to Shareholders dated August 17, 2009*
11	Letter from PL Capital Group to Shareholders dated August 24, 2009 with copy of Letter to Company dated August 24, 2009*
12	Letter from Richard Lashley and John Palmer to Audit Committee dated November 2, 2009

_____________

*Previously filed.

CUSIP No. 12525D102

Page 24 of 26 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.

Date: November 5, 2009

FINANCIAL EDGE FUND, L.P.


By:	PL CAPITAL, LLC
	General Partner

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

FINANCIAL EDGE-STRATEGIC FUND, L.P.


By:	PL CAPITAL, LLC
	General Partner


By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

PL CAPITAL/FOCUSED FUND, L.P.


By:	PL CAPITAL, LLC
	General Partner


By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

CUSIP No. 12525D102

Page 25 of 26 Pages

GOODBODY/PL CAPITAL, L.P.


By:	GOODBODY/PL CAPITAL, LLC
	General Partner


By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

GOODBODY/PL CAPITAL, LLC


By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

PL CAPITAL, LLC


By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

PL CAPITAL ADVISORS, LLC


By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

CUSIP No. 12525D102

Page 26 of 26 Pages

RED ROSE TRADING ESTONIA OU


By:	/s/ Irving A. Smokler
	Irving A. Smokler
	Principal


By:	/s/ John W. Palmer
	John W. Palmer


By:	/s/ Richard J. Lashley
	Richard J. Lashley


By:	/s/ Beth Lashley
	Beth Lashley


By:	/s/ Danielle Lashley
	Danielle Lashley


By:	/s/ Irving A. Smokler
	Irving A. Smokler

EX-99.12 2 k165153_ex99-12.htm Unassociated Document

Exhibit 12

November 2, 2009

Mr. Robert R. Ross, Chairman

The Audit Committee of CFS Bancorp, Inc.

707 Ridge Road

Munster, IN 46321

Dear Mr. Ross:

We have reviewed the quarterly and annual financial reports filed by CFS Bancorp, Inc. (the Company) with the Securities & Exchange Commission (SEC) as well as the quarterly Thrift Financial Reports (TFR) filed by Citizens Financial Bank (the Bank) with its primary federal regulator (the Regulatory Reports), the Office of Thrift Supervision (OTS). Based upon our review, it appears that the Bank may have materially overstated its capital ratios every quarter since at least the quarter ended September 30, 2008. The material overstatement appears to be the result of the improper inclusion of deferred tax assets in regulatory capital. The overstatement appears to be in the range of approximately $9 million to $12 million.

If we are correct, then there are potential serious ramifications, such as the need to restate prior period financial statements and Regulatory Reports, and potential actions that may be taken against the Company by the OTS and other regulators. Given these potential ramifications, we request that the Audit Committee undertake an immediate investigation into the issues raised in this letter.

TREATMENT OF “DISALLOWED” DEFERRED TAX ASSETS

Banking regulators, including the OTS, require banks and thrifts to deduct so-called “disallowed” deferred tax assets from regulatory capital. The OTS TFR call report instructions for disallowed deferred tax assets are attached to this letter. The basic rule is that deferred tax assets can only be included in regulatory capital up to the LESSER of:

The amount the Bank can realize (from projected taxable income) within one year, or

10% of Tier 1 (core) regulatory capital.

NOTE: Future reversals of timing differences of future taxable income (namely, deferred tax liabilities) and taxes recoverable due to realizable refunds of prior years’ taxes (carrybacks) are fully allowed without limitation. These amounts do not appear to be material to the Bank or the Company and therefore limitations (1) and (2) are the primary factors to consider.

Exhibit 12

Deferred tax assets not included due to the limitations noted above are deducted from regulatory capital as a “disallowed” deferred tax asset. The regulatory capital treatment of deferred tax assets is much more restrictive than the treatment of deferred tax assets for generally accepted accounting principles.

It is important to keep in mind that a deferred tax asset represents the tax effected amount of a future tax deduction or loss. For example, a $10 million net operating loss (NOL) carryforward (a type of tax attribute which leads to the creation of a deferred tax asset) represents $10.0 million which can be used in the future to offset future taxable income. At an expected future corporate tax rate of 35%, a $10.0 million NOL would create a $3.5 million deferred tax asset ($10.0 million times a 35% tax rate=$3.5 million deferred tax asset). This is important because OTS regulatory capital limitation (1) requires sufficient taxable income within one year to justify the inclusion of deferred tax assets in regulatory capital. In other words, every $1.0 million of deferred tax asset that the Bank wants to include in regulatory capital requires approximately $2.85 million of projected taxable income within one year, assuming a future corporate tax rate of 35% ($1.0 million/35% =$2.85 million).

As shown in the table in Exhibit A, the Bank appears to have consistently included approximately $9 to $12 million of deferred tax assets in its regulatory capital from at least the quarter ended September 30, 2008 until now (the September 30, 2009 amounts are not yet available). If the Bank used projected taxable income within one year (see OTS limitation 1 above) to justify including these deferred tax assets in regulatory capital, it would imply that the Bank projected significant taxable income within one year of each period analyzed. For example, to justify $10 million of deferred tax assets in regulatory capital, the Bank would have to project taxable income within the next year of $28.5 million, if a 35% tax rate is assumed ($10 million/35%=$28.5 million). Given the Bank’s and the Company’s past performance, recent operating losses and high non-performing assets, that level of projected taxable income is, in our opinion, clearly not supportable.

OTS limitation (2) (namely, 10% of Tier 1 capital, measured using the Tier 1 capital amount before disallowed deferred tax assets) is calculated in Exhibit A. The Bank’s Tier 1 capital (before the disallowed deferred tax asset deduction) has ranged from $113 million at September 30, 2008 to $109 million at June 30, 2009. Thus, 10% of those amounts are $11.3 million and $10.9 million on those dates, respectively.

Therefore, given the Bank’s recent operating losses and the unlikely prospect of generating projected taxable income, it appears to us that OTS limitation (1) is clearly more restrictive than OTS limitation (2), and therefore OTS limitation (1) should have been used by the Bank (namely, the lesser of the two limits) in recent periods.

However, the Bank does not appear to have applied this limit, as it has consistently included approximately $9 million or more of deferred tax assets in its regulatory capital each quarter since at least September 30, 2008. That appears to be unsupportable given a more reasonable projection of one year’s taxable income (plus any reversals of deferred tax liabilities and refunds receivable, if any).

While we can only speculate on the cause, it appears that the Bank either: (a) improperly applied the limitation calculation by using 10% of regulatory capital (the amount of deferred tax asset included in regulatory capital appears to be consistently close to 10% of Tier 1 capital, as shown in Exhibit A) or (b) used OTS limitation (2) but improperly projected an unsupportable and unreasonable amount of taxable income in one year.

Exhibit 12

Regardless of the cause, the net result is that the Bank appears to have materially overstated the amount of deferred tax assets allowed in regulatory capital in each quarter reviewed, by approximately $9 to $12 million.

Interestingly, in the Company’s recent third quarter 2009 earnings release dated October 29, 2009, the Company noted, without explanation, that the Bank’s disallowed deferred tax asset increased by $7.4 million, thereby reducing regulatory capital by $7.4 million:

At September 30, 2009, the Bank's total capital to risk-weighted assets declined to 12.02% compared to 13.21% at December 31, 2008 as a result of the net loss for the year combined with a $7.4 million increase in the disallowance of deferred tax assets for regulatory capital purposes

(Source: CFS Bancorp Inc. press release dated 10/29/09)

PUBLIC DISCLOSURE IS NEEDED TO CLARIFY THIS

In light of the Company’s reported losses, high non-performing assets, regulatory restrictions, shrinking regulatory capital base and unexplained $7.4 million increase in its disallowed deferred tax assets, we believe the Company has an obligation to publicly disclose the method used to calculate its disallowed deferred tax assets and justify the amount of deferred tax assets it included in regulatory capital. If an adjustment of $7.4 million was needed at September 30, 2009, we believe an explanation is also needed as to why prior period Regulatory Reports and SEC filings were not similarly adjusted.

CORRECTIVE ACTION IS NEEDED IF THE BANK MATERIALLY OVERSTATED ITS REGULATORY CAPITAL

If the Bank has consistently and materially overstated its regulatory capital, we believe:

the management of the Bank and the Company have placed the Bank and the Company at risk of severe regulatory actions, at a time when the Bank and the Company are already operating under regulatory restrictions

the Bank’s prior period Thrift Financial Reports likely should be restated and re-filed

the Company’s prior Form 10-Q and Form 10-K filings with the SEC may need to be restated and re-filed;

the written certifications made by CEO Thomas Prisby and CFO Charles Cole in the Company’s prior Form 10-Q and Form 10-K filings may be inaccurate

the Bank’s and the Company’s internal control over financial reporting and disclosure controls may have material weaknesses

Exhibit 12

There are serious ramifications for the Bank and the Company if the Bank has materially overstated its regulatory capital for an extended period. In our opinion, if our concerns are true, the current management and board of directors must be held accountable.

As noted above, we hereby request that the Audit Committee undertake an immediate investigation into the serious issues raised in this letter. Please contact us with any questions or comments.

Sincerely,


John Palmer	Richard Lashley
Principal	Principal

cc: Mr. Daniel T. McKee, Regional Director, OTS

Exhibit 12

EXHIBIT A—CITIZENS FINANCIAL BANK; DEFERRED TAX ASSETS IN REGULATORY CAPITAL

The following data was obtained or derived from the Bank’s Thrift Financial Reports (TFRs). It shows that the Bank appears to have overstated its total regulatory capital by understating the “disallowed” deferred tax asset:

(in 000s)	6/30/09	3/31/09	12/31/08	9/30/08
Gross Def Tax Asset (TFR line SC 692)	15,198	17,060	16,813	9,731
Less: Gross Def Tax Liab (TFR line SC 790)	0	0	0	0
Equals: Net Def Tax Asset	15,198	17,060	16,813	9,731
Less: Disallowed Def Tax Asset (TFR line CCR 133)	(5,509)	(5,562)	(5,097)	(781)
Equals: Def Tax Asset included in Regulatory Capital	9,689	11,498	11,716	8,950

The Deferred Tax Asset included in regulatory capital is supposed to be limited to the LESSER of:

Limitation (1)—10% of Tier 1 Capital

Tier 1 Capital (before the deduction of the disallowed deferred tax asset) (TFR CCR)	109,161	108,350	106,386	113,579
10% of Tier 1 Capital amount above	10,916	10,835	10,638	11,358

Limitation (2)—One Year’s Projected Taxable Income

One Year’s Projected Taxable Income (1)	(1)	(1)	(1)	(1)
Amount of One Year’s Projected Taxable Income Required to Justify Included Def Tax Asset above(2)(3)	27,682	32,851	33,474	25,571

(1)

The Bank does not disclose this publicly—in hindsight the Bank has not been profitable in 2009 to date, so, in our opinion, any earlier projections (in 2008 or early 2009) of taxable income was unreasonable and unsupportable; we do not see how positive taxable income can be projected for 2010 given the Bank’s recent losses and high non-performing assets

(2)

Calculated by PL Capital as follows: Deferred tax asset included in regulatory capital by the Bank, divided by an assumed 35% tax rate, equals the taxable income needed in the next year—in our opinion, these amounts are clearly not supportable or achievable

(3)

Excluding reversals of deferred tax liabilities (note: no deferred tax liabilities noted in TFR Line SC 790) and tax carryback refunds receivable (none noted in financial statements), if any

Continued on next page…………………

Exhibit 12

EXHIBIT A--SUMMARY AND CONCLUSION—THE BANK APPEARS TO HAVE MATERIALLY OVERSTATED ITS REGULATORY CAPITAL BY APPROXIMATELY $9 TO $12 MILLION:

The amount of one year’s projected taxable income required to justify the inclusion of the Bank’s deferred tax asset in regulatory capital appears to be significantly in excess of an achievable amount, given the Bank’s past performance, recent operating losses and high non-performing assets. The Bank does not publicly disclose its calculation of projected taxable income, however, unless we are provided with additional information, we do not see how any positive taxable income can be projected for 2010 given the Bank’s recent losses and high non-performing assets. This would result in very little, if any, deferred tax assets being eligible for inclusion in regulatory capital.

The Bank therefore appears to have overstated its regulatory capital by approximately $9 to $12 million in the quarters noted above, thereby potentially materially misstating its regulatory capital position in numerous Regulatory Reports and SEC filings, potentially misleading investors and regulators as to the true condition of the Bank and Company.

An investigation and corrective actions are needed if this is true, as noted in the letter above.

**************************

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