Schedule 13D

-----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, TqwhzLirdi1M2VPWFrF7SbI7PGykt788g4LPEExng3cdYhVq1PU9OBAMLJdRO7K1 gSmh/bEikmREIMJptQBmIg== 0001193125-08-211375.txt : 20081016 0001193125-08-211375.hdr.sgml : 20081016 20081016094616 ACCESSION NUMBER: 0001193125-08-211375 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081016 DATE AS OF CHANGE: 20081016 GROUP MEMBERS: MALTA HEDGE FUND II, L.P. GROUP MEMBERS: MALTA HEDGE FUND, L.P. GROUP MEMBERS: MALTA MLC FUND, L.P. GROUP MEMBERS: MALTA MLC OFFSHORE, LTD GROUP MEMBERS: MALTA OFFSHORE, LTD GROUP MEMBERS: MALTA PARTNERS, L.P. GROUP MEMBERS: SOAM HOLDINGS, LLC GROUP MEMBERS: TERRY MALTESE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST SECURITY GROUP INC/TN CENTRAL INDEX KEY: 0001138817 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 582461486 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81521 FILM NUMBER: 081126514 BUSINESS ADDRESS: STREET 1: 817 BROAD STREET CITY: CHATTANOOGA STATE: TN ZIP: 37402 BUSINESS PHONE: 423-308-2000 MAIL ADDRESS: STREET 1: 817 BROAD STREET CITY: CHATTANOOGA STATE: TN ZIP: 37402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDLER ONEILL ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001040762 IRS NUMBER: 133906061 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129741700 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

(Amendment No. )*

First Security Group, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

336312103

(CUSIP Number)

Mr. Terry Maltese, Sandler O’Neill Asset Management LLC,

780 Third Avenue, 5^th Floor, New York, NY 10017 (212) 486-7300

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

October 3, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ¨.

Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


		Page 1 of 19 pages.
		Exhibit Index located on Page 14		SEC 1746 (12-91)

SCHEDULE 13D


CUSIP No. 336312103		Page 2 of 19 Pages
1.	Name of Reporting Person S.S. or I.R.S. Identification No. of above person Sandler O’Neill Asset Management, LLC
2.	Check the Appropriate Box if a Member of a Group* (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds* 00
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizen or Place of Organization New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power
		8. Shared Voting Power 900,000
		9. Sole Dispositive Power
		10. Shared Dispositive Power 900,000


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 900,000
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ¨
13.		Percent of Class Represented by Amount in Row (11) 5.48%
14.		Type of Reporting Person* 00

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SCHEDULE 13D


CUSIP No. 336312103		Page 3 of 19 Pages
1.	Name of Reporting Person S.S. or I.R.S. Identification No. of above person SOAM Holdings, LLC
2.	Check the Appropriate Box if a Member of a Group* (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds* 00
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizen or Place of Organization Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power
		8. Shared Voting Power 674,000
		9. Sole Dispositive Power
		10. Shared Dispositive Power 674,000


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 674,000
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ¨
13.		Percent of Class Represented by Amount in Row (11) 4.11%
14.		Type of Reporting Person* 00

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SCHEDULE 13D


CUSIP No. 336312103		Page 4 of 19 Pages
1.	Name of Reporting Person S.S. or I.R.S. Identification No. of above person Malta Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group* (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds* WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizen or Place of Organization Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power
		8. Shared Voting Power 33,900
		9. Sole Dispositive Power
		10. Shared Dispositive Power 33,900


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 33,900
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ¨
13.		Percent of Class Represented by Amount in Row (11) 0.21%
14.		Type of Reporting Person* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SCHEDULE 13D


CUSIP No. 336312103		Page 5 of 19 Pages
1.	Name of Reporting Person S.S. or I.R.S. Identification No. of above person Malta Hedge Fund, L.P.
2.	Check the Appropriate Box if a Member of a Group* (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds* WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizen or Place of Organization Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power
		8. Shared Voting Power 53,000
		9. Sole Dispositive Power
		10. Shared Dispositive Power 53,000


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 53,000
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ¨
13.		Percent of Class Represented by Amount in Row (11) 0.32%
14.		Type of Reporting Person* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SCHEDULE 13D


CUSIP No. 336312103		Page 6 of 19 Pages
1.	Name of Reporting Person S.S. or I.R.S. Identification No. of above person Malta Hedge Fund II, L.P.
2.	Check the Appropriate Box if a Member of a Group* (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds* WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizen or Place of Organization Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power
		8. Shared Voting Power 310,300
		9. Sole Dispositive Power
		10. Shared Dispositive Power 310,300


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 310,300
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ¨
13.		Percent of Class Represented by Amount in Row (11) 1.89%
14.		Type of Reporting Person* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SCHEDULE 13D


CUSIP No. 336312103		Page 7 of 19 Pages
1.	Name of Reporting Person S.S. or I.R.S. Identification No. of above person Malta MLC Fund, L.P.
2.	Check the Appropriate Box if a Member of a Group* (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds* WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizen or Place of Organization Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power
		8. Shared Voting Power 276,800
		9. Sole Dispositive Power
		10. Shared Dispositive Power 276,800


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 276,800
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ¨
13.		Percent of Class Represented by Amount in Row (11) 1.69%
14.		Type of Reporting Person* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SCHEDULE 13D


CUSIP No. 336312103		Page 8 of 19 Pages
1.	Name of Reporting Person S.S. or I.R.S. Identification No. of above person Malta MLC Offshore, Ltd
2.	Check the Appropriate Box if a Member of a Group* (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds* WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizen or Place of Organization Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power
		8. Shared Voting Power 134,900
		9. Sole Dispositive Power
		10. Shared Dispositive Power 134,900


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 134,900
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ¨
13.		Percent of Class Represented by Amount in Row (11) 0.82%
14.		Type of Reporting Person* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SCHEDULE 13D


CUSIP No. 336312103		Page 9 of 19 Pages
1.	Name of Reporting Person S.S. or I.R.S. Identification No. of above person Malta Offshore, Ltd
2.	Check the Appropriate Box if a Member of a Group* (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds* WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizen or Place of Organization Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power
		8. Shared Voting Power 91,100
		9. Sole Dispositive Power
		10. Shared Dispositive Power 91,100


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 91,100
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ¨
13.		Percent of Class Represented by Amount in Row (11) 0.55%
14.		Type of Reporting Person* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SCHEDULE 13D


CUSIP No. 336312103		Page 10 of 19 Pages
1.	Name of Reporting Person S.S. or I.R.S. Identification No. of above person Terry Maltese
2.	Check the Appropriate Box if a Member of a Group* (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds* 00
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizen or Place of Organization USA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power
		8. Shared Voting Power 900,000
		9. Sole Dispositive Power
		10. Shared Dispositive Power 900,000


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 900,000
12.		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ¨
13.		Percent of Class Represented by Amount in Row (11) 5.48%
14.		Type of Reporting Person* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Item 1.

Security and Issuer.

The class of equity securities to which this statement relates is the common stock, par value $0.01 per share (“Common Stock”), of First Security Group, Inc. (the “Issuer”), a Tennessee corporation, with its principal office at 531 Broad Street, Chattanooga, Tennessee 37402.

Item 2.

Identity and Background.

(a) This statement is being filed by (i) Sandler O’Neill Asset Management LLC, a New York limited liability company (“SOAM”), with respect to shares of Common Stock beneficially owned by Malta Partners, L.P., a Delaware limited partnership (“MP”), Malta Hedge Fund, L.P., a Delaware limited partnership (“MHF”), Malta Hedge Fund II, L.P., a Delaware limited partnership (“MHFII”), Malta Offshore, Ltd., a Cayman Islands company (“MO”), Malta MLC Fund, L.P., a Delaware limited partnership (“MLC”) and Malta MLC Offshore, Ltd., a Cayman Islands company (“MLCO”) (ii) SOAM Holdings, LLC, a Delaware limited liability company (“Holdings”), with respect to shares of Common Stock beneficially owned by MP, MHF, MHFII and MLC, (iii) MP, with respect to shares of Common Stock beneficially owned by it, (iv) MHF, with respect to shares of Common Stock beneficially owned by it, (v) MHFII, with respect to shares of Common Stock beneficially owned by it, (vi) MLC, with respect to shares of Common Stock beneficially owned by it, (vii) MO, with respect to shares of Common Stock beneficially owned by it, (viii) MLCO, with respect to shares of Common Stock beneficially owned by it, and (ix) Terry Maltese, with respect to shares of Common Stock beneficially owned by MP, MHF, MHFII, MLC, MLCO and MO. The foregoing persons are hereinafter sometimes referred to collectively as the “Reporting Persons” and MP, MHF, MHFII and MLC are sometimes collectively referred to herein as the “Partnerships.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The sole general partner of each of the Partnerships is Holdings, and administrative and management services for the Partnerships are provided by SOAM. SOAM also provides management services to MO and MLCO. The managing member and President of Holdings and SOAM is Mr. Maltese. In his capacity as President and managing member of Holdings and SOAM, Mr. Maltese exercises voting and dispositive power over all shares of Common Stock beneficially owned by MP, MHF, MHFII, MLC, MO, MLCO, SOAM and Holdings. The non-managing member of Holdings and SOAM is Sandler O’Neill Holdings, LLC, a New York limited liability company (“S.O. Holdings”).

(b) The address of the principal offices of each of MP, MHF, MHFII, MLC, Holdings and SOAM and the business address of Mr. Maltese is Sandler O’Neill Asset Management LLC, 780 Third Avenue, 5^th Floor, New York, New York 10017. The address of the principal office of MO and MLCO is c/o BYSIS Hedge Fund Services (Cayman) Limited, P.O. Box 30362 SMB, Harbour Centre, Third Floor, George Town, Grand Cayman, Cayman Islands, British West Indies. The address of the principal office of S.O. Holdings is c/o Sandler O’Neill & Partners, L.P., 919 Third Avenue, 6th Floor, New York, New York 10022.

Page 11 of 19

(c) The principal business of MP, MHF, MHFII and MLC is that of private partnerships engaged in investment in securities for its own account. The principal business of MO and MLCO is that of investment in securities for its own account. The principal business of Holdings is that of acting as general partner for the Partnerships. The principal business of SOAM is that of providing administrative and management services to the Partnerships and management services to MO and MLCO. The present principal occupation or employment of Mr. Maltese is President of SOAM and Holdings. The principal business of S.O. Holdings is investing in Holdings and SOAM.

(d) During the last five years, none of MP, MHF, MHFII, MLC, MO, MLCO, Holdings, SOAM, S.O. Holdings or Mr. Maltese has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of MP, MHF, MHFII, MLC, MO, MLCO, Holdings, SOAM, S.O. Holdings or Mr. Maltese has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Maltese is a U.S. citizen.

Item 3.

Source and Amount of Funds.

The net investment cost (including commissions, if any) of the shares of Common Stock held by MP, MHF, MHFII, MLC, MO and MLCO is $284,785; $448,406; $2,591,050; $2,295,384; $760,106 and $1,176,000 respectively. Such shares were purchased with the investment capital of the respective entities.

Item 4.

Purpose of Transaction.

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

Item 5.

Interest in Securities of the Issuer.

(a) Based upon an aggregate of 16,419,883 shares of Common Stock outstanding, as determined by the Issuer’s most recently available public information, as of the close of business on August 6, 2008:

Page 12 of 19

(i)

MP beneficially owned 33,900 shares of Common Stock, constituting 0.21% of the shares outstanding.

(ii)

MHF beneficially owned 53,000 shares of Common Stock, constituting approximately 0.32% of the shares outstanding.

(iii)

MHFII beneficially owned 310,300 shares of Common Stock, constituting approximately 1.89% of the shares outstanding.

(iv)

MLC beneficially owned 276,800 shares of Common Stock, constituting approximately 1.69% of the shares outstanding.

(v)

MO beneficially owned 91,100 shares of Common Stock, constituting approximately 0.55% of the shares outstanding.

(vi)

MLCO beneficially owned 134,900 shares of Common Stock, constituting approximately 0.82% of the shares outstanding.

(vii)

SOAM owned directly no shares of Common Stock. By reason of its position as management company for MP, MHF, MHFII and MLC and investment manager for MO and MLCO, under the provisions of Rule 13d-3, SOAM may be deemed to beneficially own the 33,900 shares owned by MP, the 53,000 shares owned by MHF, the 310,300 shares owned by MHFII, the 276,800 shares owned by MLC, the 91,100 shares owned by MO, the 134,900 shares owned by MLCO or an aggregate of 900,000 shares of Common Stock, constituting approximately 5.48% of the shares outstanding.

(viii)

Holdings owned directly no shares of Common Stock. By reason of its position as general partner of MP, MHF, MHFII and MLC, under the provisions of Rule 13d-3 of the Securities and Exchange Commission (“Rule 13d-3”), Holdings may be deemed to beneficially own the 33,900 shares owned by MP, the 53,000 shares owned by MHF, the 310,300 shares owned by MHFII, and the 276,800 shares owned by MLC or an aggregate of 674,000 shares of Common Stock, constituting approximately 4.11% of the shares outstanding.

(ix)

Mr. Maltese directly owned no shares of Common Stock. By reason of his position as President of Holdings and SOAM, Mr. Maltese may be deemed to beneficially own the 33,900 shares owned by MP, the 53,000 shares owned by MHF, the 310,300 shares owned by MHFII, the 276,800 shares owned by MLC, the 91,100 shares owned by MO and the 134,900 shares owned by MLCO, or an aggregate of 900,000 shares of Common Stock, constituting approximately 5.48% of the shares outstanding.

(x)

In the aggregate, the Reporting Persons beneficially own 900,000 shares of Common Stock, constituting approximately 5.48% of the shares outstanding.

(xi)

S.O. Holdings directly owned no shares of Common Stock.

(b) The Partnerships each have the power to dispose of and to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, Holdings. Holdings is a party to a management agreement with SOAM

Page 13 of 19

pursuant to which SOAM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by Holdings. MO has the power to dispose of and to vote the shares of Common Stock beneficially owned by it. MLCO has the power to dispose of and to vote the shares of Common Stock beneficially owned by it. Each of MO and MLCO is a party to a management agreement with SOAM pursuant to which SOAM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by each of MO and MLCO. Mr. Maltese, as President and managing member of Holdings and SOAM, shares the power to dispose of and to vote the shares of Common Stock beneficially owned by the other Reporting Persons.

Transactions by MP last 60 days


Date	Transaction	Price	Shares
8/12/08	Purchase	7.5250	100
8/14/08	Purchase	7.5250	100
8/15/08	Purchase	7.5250	200
8/22/08	Purchase	7.6750	100
8/25/08	Purchase	7.6750	100
8/26/08	Purchase	7.6750	200
9/3/08	Purchase	7.6750	100
9/4/08	Purchase	7.6570	100
9/8/08	Purchase	7.8750	100
9/9/08	Purchase	7.8580	100
9/10/08	Purchase	7.8750	100
9/12/08	Purchase	7.8429	100
10/1/08	Purchase	7.2150	6,100
10/3/08	Purchase	7.1491	800
10/6/08	Purchase	7.1196	2,800

Transactions by MHF last 60 days


Date	Transaction	Price	Shares
8/12/08	Purchase	7.5250	100
8/14/08	Purchase	7.5250	200
8/15/08	Purchase	7.5250	200
8/22/08	Purchase	7.6750	200
8/25/08	Purchase	7.6750	100
8/26/08	Purchase	7.6750	200
9/3/08	Purchase	7.6750	100
9/4/08	Purchase	7.6750	200
9/8/08	Purchase	7.8750	100
9/9/08	Purchase	7.8580	100
9/10/08	Purchase	7.8750	200
9/11/08	Purchase	7.8750	100
9/12/08	Purchase	7.8429	200
9/16/08	Purchase	7.6250	100
10/1/08	Purchase	7.2150	8,600
10/3/08	Purchase	7.1491	1,000
10/6/08	Purchase	7.1196	3,900

Page 14 of 19

Transactions by MHFII last 60 days


Date	Transaction	Price	Shares
8/12/08	Purchase	7.5250	1,000
8/13/08	Purchase	7.5250	400
8/14/08	Purchase	7.5250	1,200
8/15/08	Purchase	7.5250	1,100
8/19/08	Purchase	7.5250	200
8/22/08	Purchase	7.6750	900
8/25/08	Purchase	7.6750	600
8/26/08	Purchase	7.6750	1,400
8/28/08	Purchase	7.6750	100
8/29/08	Purchase	7.6750	315
9/2/08	Purchase	7.6750	100
9/3/08	Purchase	7.6750	400
9/4/08	Purchase	7.6750	1,000
9/8/08	Purchase	7.8750	700
9/9/08	Purchase	7.8580	600
9/10/08	Purchase	7.8750	1,100
9/11/08	Purchase	7.8750	685
9/12/08	Purchase	7.8429	800
9/15/08	Purchase	7.6250	300
9/16/08	Purchase	7.6250	500
9/24/08	Purchase	7.3894	300
10/1/08	Purchase	7.2150	48,700
10/3/08	Purchase	7.1491	5,900
10/6/08	Purchase	7.1196	22,000

Transactions by MO last 60 days


Date	Transaction	Price	Shares
8/12/08	Purchase	7.5250	300
8/13/08	Purchase	7.5250	100
8/14/08	Purchase	7.5250	300
8/15/08	Purchase	7.5250	300
8/22/08	Purchase	7.6750	300
8/25/08	Purchase	7.6750	200
8/26/08	Purchase	7.6750	400
9/3/08	Purchase	7.6750	200
9/4/08	Purchase	7.6750	300
9/8/08	Purchase	7.8750	200
9/9/08	Purchase	7.8580	200
9/10/08	Purchase	7.8750	300
9/11/08	Purchase	7.8750	200
9/12/08	Purchase	7.8429	200
9/16/08	Purchase	7.6250	100
10/1/08	Purchase	7.2150	14,700
10/3/08	Purchase	7.1491	1,800
10/6/08	Purchase	7.1196	6,600

Page 15 of 19

Transactions by MLC last 60 days


Date	Transaction	Price	Shares
8/12/08	Purchase	7.5250	700
8/13/08	Purchase	7.5250	200
8/14/08	Purchase	7.5250	900
8/15/08	Purchase	7.5250	900
8/19/08	Purchase	7.5250	100
8/22/08	Purchase	7.6750	700
8/25/08	Purchase	7.6750	500
8/26/08	Purchase	7.6750	1,100
8/29/08	Purchase	7.6750	100
9/2/08	Purchase	7.6750	100
9/3/08	Purchase	7.6750	400
9/4/08	Purchase	7.6750	700
9/8/08	Purchase	7.8750	500
9/9/08	Purchase	7.8580	500
9/10/08	Purchase	7.8750	800
9/11/08	Purchase	7.8750	400
9/12/08	Purchase	7.8429	700
9/15/08	Purchase	7.6250	100
9/16/08	Purchase	7.6250	300
9/24/08	Purchase	7.3894	100
10/1/08	Purchase	7.2150	43,200
10/3/08	Purchase	7.1491	5,200
10/6/08	Purchase	7.1196	19,500

Transaction by MLCO last 60 days


Date	Transaction	Price	Shares
8/12/08	Purchase	7.5250	800
8/13/08	Purchase	7.5250	200
8/14/08	Purchase	7.5250	1,100
8/15/08	Purchase	7.5250	1,000
8/19/08	Purchase	7.5250	200
8/22/08	Purchase	7.6750	800
8/25/08	Purchase	7.6750	500
8/26/08	Purchase	7.6750	1,200
8/28/08	Purchase	7.6750	100
8/29/08	Purchase	7.6750	100
9/2/08	Purchase	7.6750	100
9/3/08	Purchase	7.6750	500
9/4/08	Purchase	7.6750	900
9/8/08	Purchase	7.8750	600
9/9/08	Purchase	7.8580	500
9/10/08	Purchase	7.8750	900
9/11/08	Purchase	7.8750	500
9/12/08	Purchase	7.8429	800
9/15/08	Purchase	7.6250	100
9/16/08	Purchase	7.6250	400
9/24/08	Purchase	7.3894	100
10/1/08	Sell	7.1650	(121,300	)
10/3/08	Purchase	7.1491	2,900
10/6/08	Purchase	7.1196	10,700

(d) Not applicable.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

There are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer.

Page 16 of 19

Item 7.

Material to be Filed as Exhibits.


Exhibit 1		Written Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) of the Securities and Exchange Commission

Page 17 of 19

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 16, 2008


MALTA PARTNERS, L.P.		MALTA HEDGE FUND, L.P.

By:	SOAM Holdings, LLC, the sole general partner	By:	SOAM Holdings, LLC, the sole general partner

By:	/s/ Terry Maltese	By:	/s/ Terry Maltese
	Terry Maltese		Terry Maltese
	President		President

MALTA MLC FUND, L.P.		MALTA HEDGE FUND II, L.P.

By:	SOAM Holdings, LLC, the sole general partner	By:	SOAM Holdings, LLC, the sole general partner

By:	/s/ Terry Maltese	By:	/s/ Terry Maltese
	Terry Maltese		Terry Maltese
	President		President

MALTA OFFSHORE, LTD		Sandler O’Neill Asset Management LLC

By:	Sandler O’Neill Asset Management LLC

By:	/s/ Terry Maltese	By:	/s/ Terry Maltese
	Terry Maltese		Terry Maltese
	President		President

MALTA MLC OFFSHORE, LTD.

By:	Sandler O’Neill Asset Management LLC	Terry Maltese

By:	/s/ Terry Maltese	By:	/s/ Terry Maltese
	Terry Maltese		Terry Maltese
	President

SOAM Holdings, LLC

By:	/s/ Terry Maltese
	Terry Maltese
	President

Page 18 of 19

EXHIBIT 1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(f)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

Dated: October 16, 2008


MALTA PARTNERS, L.P.		MALTA HEDGE FUND, L.P.

By:	SOAM Holdings, LLC, the sole general partner	By:	SOAM Holdings, LLC, the sole general partner

By:	/s/ Terry Maltese	By:	/s/ Terry Maltese
	Terry Maltese		Terry Maltese
	President		President

MALTA MLC FUND, L.P.		MALTA HEDGE FUND II, L.P.

By:	SOAM Holdings, LLC, the sole general partner	By:	SOAM Holdings, LLC, the sole general partner

By:	/s/ Terry Maltese	By:	/s/ Terry Maltese
	Terry Maltese		Terry Maltese
	President		President

MALTA OFFSHORE, LTD		Sandler O’Neill Asset Management LLC

By:	Sandler O’Neill Asset Management LLC

By:	/s/ Terry Maltese	By:	/s/ Terry Maltese
	Terry Maltese		Terry Maltese
	President		President

MALTA MLC OFFSHORE, LTD.

By:	Sandler O’Neill Asset Management LLC	Terry Maltese

By:	/s/ Terry Maltese	By:	/s/ Terry Maltese
	Terry Maltese		Terry Maltese
	President

SOAM Holdings, LLC

By:	/s/ Terry Maltese
	Terry Maltese
	President

Page 19 of 19

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