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, UZ5Ga3iGVisStowBIzWx/fdmTMGAKzH3hihaIKc128/cGzR+ftDzfrR/vay1j1wR 3QM36Omd+uCVM++3JPJI9g== 0001133796-09-000236.txt : 20091120 0001133796-09-000236.hdr.sgml : 20091120 20091120155053 ACCESSION NUMBER: 0001133796-09-000236 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20091120 DATE AS OF CHANGE: 20091120 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: 091198715 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 k167148_sc13d-a.htm SC 13D/A Unassociated Document

CUSIP No. 12525D102

Page 1 of 26 Pages

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 6)

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 18, 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 T
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 T
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) £
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 T
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) £
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 T
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 sixth 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 Amendment No. 5 to the Schedule 13D as Exhibit 12. The Chair of the Audit Committee respond to PL Capital Group’s letter on November 12, 2009, a copy of which is attached to this amended Schedule 13D as Exhibit 13. Then on November 18, 2009 Messrs. Lashley and Palmer sent a follow-up letter to the Audit Committee, a copy of which is attached to this amended Schedule 13D as Exhibit 14.

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 amended 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.

(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.

(B)

Financial Edge Strategic

CUSIP No. 12525D102

Page 20 of 26 Pages

(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.

(C)

Goodbody/PL LP

(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

(a)-(b) See cover page.

CUSIP No. 12525D102

Page 21 of 26 Pages

(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

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(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

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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*

13	Letter from Audit Committee of CFS Bancorp, Inc. to Richard Lashley and John Palmer dated November 12, 2009

14	Letter from Richard Lashley and John Palmer to Audit Committee dated November 18, 2009

*Previously filed.

CUSIP No. 12525D102

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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 19, 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

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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

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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-99.13 2 k167148_ex99-13.htm Unassociated Document

Exhibit 13

THOMAS F. PRISBY, CHAIRMAN

CFS Bancorp, Inc.

707 Ridge Road l Munster, Indiana 46321

November 12, 2009

Mr. John Palmer

Principal

Mr. Richard Lashley

Principal

PL Capital Group, LLC

20 E. Jefferson Ave., Suite 22

Naperville, IL 60540

Dear Mr. Palmer & Mr. Lashley:

I am writing in my capacity as Chair of the CFS Bancorp, Inc. (Company) Audit Committee in response to your letter dated November 2, 2009, which included, among other things, the statement that the “Bank may have materially overstated its capital ratios” and a request that the Audit Committee “undertake an immediate investigation into the issues raised in this letter.” The Committee appreciates that you have taken the time to detail your concerns and forward them to its attention. However, the Audit Committee does not believe that a material overstatement has occurred, nor does it believe that there are material weaknesses in financial reporting or that an investigation is merited.

The Audit Committee is keenly aware of the factors surrounding the calculation of regulatory capital ratios, including those impacting the disallowance of deferred tax assets, under Regulatory Accounting Principles (RAP). Determining the amount of deferred tax assets included or excluded in periodic regulatory capital calculations requires the use of estimates and significant judgment when assessing a number of factors. Using information available at each statement of condition date, these factors are reviewed and updated, and can and do vary from period to period.

As noted in the Company’s most recent 10-Q filing, “At September 30, 2009, the Bank was deemed to be “well-capitalized” and in excess of regulatory requirements set by the Office of Thrift Supervision (OTS). The decrease in the Bank’s capital ratios from December 31, 2008 are a result of the Bank’s net loss for the year to date period combined with a $7.8 million increase in the amount of estimated deferred tax assets disallowed for regulatory capital purposes mainly due to a change in our estimate during the third quarter of 2009 of deferred tax assets dependent on future taxable income.” As you know, and pursuant to Accounting Standards Codification 250-10-45-17 through 45-19, even changes in accounting estimates for Generally Accepted Accounting Principles (GAAP) purposes are not accounted for by restating or retrospectively adjusting the amounts reported in the financial statements of prior periods by reporting pro forma amounts.

The Company’s financial management and Audit Committee have extensive experience in making the estimates, judgments and determinations required by applicable RAP as well as applicable GAAP. Of the four audit committee members, two (myself and Joyce Simon) have served as Audit Partners in leading public accounting firms, while the others (Frank Lester and Greg Blaine) have served as principal

executive officers of operating entities of large private or publicly-held companies. Further, the committee members are aware of the guidance in SEC SAB 99 (SAB Topic 1-M) when it is appropriate for us to evaluate materiality,

As you are well aware, the Company is subject to periodic examinations by the OTS. As part of these examinations, the OTS performs an extensive review of the Bank’s capital position and non-GAAP capital calculations. In connection with these examinations, the Bank has not received any adverse comments from the OTS with respect to the methodology used in calculating its disallowance of deferred tax assets for RAP purposes. Furthermore, given your experience as accountants and as investors in financial institutions, we assume you are aware that, as a RAP-related issue affecting the Bank, not a GAAP-related issue affecting the Bank or the holding company, this issue has no impact whatsoever on the holding company’s consolidated statements of condition, its related statements of operations, changes in stockholders’ equity or cash flows contained in its Form 10-K and Form 10-Q filings with the SEC.

Contrary to the suggestion in your letter, no restatement of any of the holding company’s financial statements is appropriate and, in addition, the written certifications of the Company’s CEO and CFO in those SEC filings are deemed to be accurate. Accordingly, and again contrary to the suggestion in your letter, there are no material weaknesses in the Company’s or the Bank’s internal control over financial reporting and disclosure controls. The Company’s consolidated financial statements and its controls over financial reporting are audited annually by an Independent Registered Public Accounting Firm. That firm’s audit reports have been unqualified with respect to those financial statements and controls.

As you are likely aware, the Audit Committee is in a period of intensive activity during the time between the Company’s public disclosure of its quarterly financial results and the filing of its quarterly reports with the SEC. As such, we are disappointed that PL Capital elected to include a copy of its November 2, 2009 communication in an amendment to its Schedule 13D filing, prior to allowing the Committee the courtesy of a timely response.

Sincerely,

/s/ Robert R. Ross

Robert R. Ross, Chair

Audit Committee of CFS Bancorp, Inc.

cc: Daniel T. McKee, Regional Director – Central Region

Office of Thrift Supervision

Gregory W. Blaine, Lead Director, CFS Bancorp, Inc.

Thomas F. Prisby, Chairman of the Board, CFS Bancorp, Inc.

Charles V. Cole, Executive Vice President and

Chief Financial Officer, CFS Bancorp, Inc.

EX-99.14 3 k167148_ex99-14.htm Unassociated Document

Exhibit 14

November 18, 2009

Mr. Robert Ross, Chairman

Audit Committee

CFS Bancorp, Inc.

707 Ridge Road

Munster, IN 46321

Dear Mr. Ross:

We appreciate your prompt response to our letter dated November 2, 2009. However, we are disappointed that the Audit Committee (Committee) of CFS Bancorp, Inc. (Company) did not believe an investigation was merited. We continue to believe that the Committee should thoroughly investigate Citizens Financial’s (Bank’s) apparent overstatement of its Tier 1 regulatory capital ratio by approximately $9 to $12 million each quarter since at least September 30, 2008.

Your letter states that the Committee does not believe that “a material overstatement has occurred” or that “there are material weaknesses in financial reporting” (we assume you meant material weaknesses in internal control over financial reporting). We reject these conclusions, for the reasons noted below.

We are also unsure how the Committee could reach such conclusions so quickly, absent a thorough investigation. We therefore restate our request that the Audit Committee undertake a thorough review of the Bank’s regulatory capital calculations, as contained in the Bank’s prior period regulatory call reports and as disclosed in the Company’s financial reports filed with the Securities and Exchange Commission (SEC). Further, given the implications of a potential failure of the Committee’s oversight role over this important aspect of financial reporting, and its stated unwillingness to investigate this matter itself, we strongly request that the Committee engage the assistance of outside professionals to review this matter.

We Reject the Committee’s Assertion of No Material Overstatement

We reject the Committee’s assertion that “it does not believe that a material overstatement has occurred.” The Committee provided no basis for its assertion, and we believe that under any reasonable application of accounting literature, including the literature cited in your letter (namely, SEC SAB 99 Topic 1-M), a $9 to $12 million overstatement of regulatory capital, for a Bank with approximately $100 million of regulatory capital, is material. In our opinion, there is no more important and critical financial measurement than regulatory capital in today’s

economic and regulatory environment (see numerous recent stories in the financial press over this exact topic, deferred tax assets and its effect on GAAP and regulatory capital.) The Company’s and the Bank’s high level of non-performing assets and recent operating losses make regulatory capital ratios even more critical.

We Reject the Committee’s Assertion of No Material Weaknesses in Internal Control Over Financial Reporting

We reject the Committee’s assertion that it does not believe that “there are material weaknesses in financial reporting” because the Committee did not, by its own admission, investigate this matter thoroughly, and the Committee provided no basis for how the Bank supported its prior estimates, which as detailed in our prior letter, appear to us to be wholly unsupportable. If a wholly unsupportable and unreasonable calculation of a material financial disclosure was able to avoid detection and correction in the normal course of financial reporting for one year or longer, as it appears to us is the case, we believe that constitutes a material weakness in internal control over financial reporting.

Without further disclosures explaining the Bank’s regulatory capital calculation, we see no way the Bank could have supported the amount of deferred tax assets it included in regulatory capital since the quarter ended September 30, 2008 (and perhaps earlier). To justify its regulatory capital calculation, the Bank would have had to project over $20 million of taxable income within the following twelve months. This is wholly unsupportable given the Bank’s and Company’s historical and recent operating results. For example, in the past twelve months alone, the Bank has recorded over $15 million of net charge-offs, which are deductions from taxable income. That high level of net charge-offs will likely lead to a net taxable loss for the Bank for the past twelve months (as well as full year 2008 and 2009), a far cry from projected taxable income of over $20 million.

If the system of internal control over financial reporting was functioning properly, we believe that level of projected taxable income would have been identified as unsupportable, the deferred tax assets included in regulatory capital would have been materially reduced and the regulatory capital ratios contained in the Bank’s call reports and the Company’s SEC filings would have been properly reduced.

We Reject the Committee’s Assertion That Management’s Certifications Are Accurate

We reject the Committee’s assertion that the certifications made by CEO Thomas Prisby and CFO Charles Cole in the Company’s Form 10-K and 10-Qs filed since at least September 30, 2008 “are deemed to be accurate.” In each of those filings, those officers certified that “the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.” We believe that a $9 to $12 million overstatement (or alternatively, a $7.4 million overstatement, as recorded by the Bank itself in the third quarter of 2009) of regulatory capital is material, regardless of the reason or cause, and would therefore appear to make the officer’s certifications inaccurate. Even though the prior period GAAP financial statements are not affected by the regulatory capital calculation, it is our understanding that the SEC has made it clear that management’s certification covers other

financial information (for example, regulatory capital ratios) included in those filings, not just financial statements.

Potential Restatements/Amended Filings/Public Disclosures

We reject the Committee’s assertion that the applicable accounting and financial reporting standard in this instance is to treat the recently disclosed increase in the disallowed deferred tax asset as a change in accounting estimate requiring prospective treatment, with no restatement, amendment or re-filing of prior period financial statements or call reports. While changes in accounting estimates are treated prospectively, accounting errors and improper disclosures are not. Given the limited flexibility allowed in the regulatory capital call report instructions for calculating disallowed deferred tax assets (specifically, the limitation of one year’s forward projected taxable income) we do not see how any reasonable projection of taxable income by the Bank could have supported the deferred tax asset it included in regulatory capital (unlike the GAAP calculation, which we acknowledge is a much more subjective process, and more subject to good faith changes in accounting estimates because it involves a much longer forward looking period than the one year period allowed in the regulatory capital calculation—this is why we have not challenged the Company’s calculation of GAAP deferred taxes). Said differently, we believe that fixing an accounting estimate that was previously wholly unsupportable and unreasonable is not a change in estimate, it is the correction of an error. In addition, we believe the disclosure of regulatory capital in SEC filings is a material disclosure, and errors in prior period filings should be corrected via an amendment of prior period SEC filings or at least the filing of an 8-K disclosing the error.

Based upon our experience, the Office of Thrift Supervision (OTS) may also require that the Bank’s call reports (TFRs) be restated and re-filed. Several years ago, we made a similar allegation against a bank which we believed had overstated its regulatory capital due to improperly including deferred tax assets in its regulatory capital, and after initially denying our claims and then finally investigating our allegations, the bank admitted its error, re-filed an amended prior period call report and filed an 8-K with the SEC announcing the details of its regulatory capital overstatement and revision.

Please provide a copy of this and our prior correspondence to your internal auditors, independent registered public accounting firm and each member of the Audit Committee.

We look forward a substantive response to our concerns.

Sincerely,

/s/ Richard Lashley /s/ John Palmer

Richard Lashley John Palmer

Principal Principal

cc: Daniel T. McKee, Regional Director – Central Region, Office of Thrift Supervision

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