-----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, HERQxTG3cKpgAFgRzhLM86uRJJ2DZdEhcan+J02/Y1kWw+WIQioI5BJUMEiaOdig 9Ud7rwiFjArKxU2dwQsM2A== 0000950130-03-000388.txt : 20030124 0000950130-03-000388.hdr.sgml : 20030124 20030124110732 ACCESSION NUMBER: 0000950130-03-000388 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030124 GROUP MEMBERS: MALTA HEDGE FUND II LP GROUP MEMBERS: MALTA HEDGE FUND LP GROUP MEMBERS: MALTA OFFSHORE LTD GROUP MEMBERS: MALTA PARTNERS II LP GROUP MEMBERS: MALTA PARTNERS LP GROUP MEMBERS: SOAM HOLDINGS LLC GROUP MEMBERS: TERRY MALTESE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHSB FINANCIAL CORP CENTRAL INDEX KEY: 0001158026 IRS NUMBER: 251894708 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-77909 FILM NUMBER: 03523412 BUSINESS ADDRESS: STREET 1: 744 SHENANGO ROAD CITY: BRAVER FALLS STATE: PA ZIP: 15010 BUSINESS PHONE: 7248467300 MAIL ADDRESS: STREET 1: 744 SHENANGO ROAD CITY: BRAVER FALLS STATE: PA ZIP: 15010 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.         )*
 
 
PHSB Financial Corporation

(Name of Issuer)
 
 
Common Stock, par value $0.10 per share

(Title of Class of Securities)
 
 
69335T107

(CUSIP Number)
 
 
Mr. Terry Maltese, Sandler O’Neill Asset Management LLC,
780 Third Avenue, 30th Floor, New York, NY 10017 (212) 486-7300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 
January 14, 2003

(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ¨.
 
Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
Page 1 of 16 pages.
   
Exhibit Index located on Page 16
 
SEC 1746 (12-91)


 
SCHEDULE 13D
 
CUSIP No. 69335T107
 
Page 2 of 16 Pages
 





  1.

 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    Sandler O’Neill Asset Management, LLC        
   





  2.

 
Check the Appropriate Box if a Member of a Group*
 
 
(a)  ¨
(b)  ¨

  3.

 
SEC Use Only
 
   





  4.

 
Source of Funds*
 
    00
   





  5.

 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨





  6.

 
Citizen or Place of Organization
 
    New York
   





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

  8.    Shared Voting Power
 
            165,700    

  9.    Sole Dispositive Power
 

10.    Shared Dispositive Power
 
            165,700    



11.

 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    165,700
   





12.

 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 





13.

 
Percent of Class Represented by Amount in Row (11)
 
    5.5%
   





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. 69335T107
 
Page 3 of 16 Pages
 





  1.

 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    SOAM Holdings, LLC        
   





  2.

 
Check the Appropriate Box if a Member of a Group*
 
 
(a)  ¨
(b)  ¨

  3.

 
SEC Use Only
 
   





  4.

 
Source of Funds*
 
    00
   





  5.

 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨





  6.

 
Citizen or Place of Organization
 
    Delaware
   





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

  8.    Shared Voting Power
 
            132,500    

  9.    Sole Dispositive Power
 

10.    Shared Dispositive Power
 
            132,500    



11.

 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    132,500
   





12.

 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 





13.

 
Percent of Class Represented by Amount in Row (11)
 
    4.4%
   





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. 69335T107                                                                                                              Page 4 of 16 Pages
 





  1.

 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    Malta Partners, L.P.
   





  2.
 
Check the Appropriate Box if a Member of a Group*
 
 
(a)  ¨
(b)  ¨





  3.

 
SEC Use Only
 
   





  4.

 
Source of Funds*
 
WC
   





  5.

 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨





  6.

 
Citizen or Place of Organization
 
Delaware        
   





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

  8.    Shared Voting Power
 
        0        

  9.    Sole Dispositive Power
 

10.    Shared Dispositive Power
 
        0        



11.

 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    0        
   





12.

 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 





13.

 
Percent of Class Represented by Amount in Row (11)
 
    0%        
   





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. 69335T107                                                                                                                          Page 5 of 16 Pages
 





  1.

 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
Malta Partners II, L.P.        
   





  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  ¨
(b)  ¨





  3.

 
SEC Use Only
 
   





  4.

 
Source of Funds*
 
WC        
   





  5.

 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨





  6.

 
Citizen or Place of Organization
 
Delaware        
   





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

  8.    Shared Voting Power
 
    31,300    

  9.    Sole Dispositive Power
 

10.    Shared Dispositive Power
 
    31,300    



11.

 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
31,300        
   





12.

 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 





13.

 
Percent of Class Represented by Amount in Row (11)
 
1.0%        
   





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. 69335T107                                                                                                                               Page 6 of 16 Pages
 





  1.

 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
Malta Hedge Fund, L.P.        
   





  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  ¨
(b)  ¨
 





  3.

 
SEC Use Only
 
   





  4.

 
Source of Funds*
 
WC        
   





  5.

 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨





  6.

 
Citizen or Place of Organization
 
Delaware        
   





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

  8.    Shared Voting Power
 
    14,250    

  9.    Sole Dispositive Power
 

10.    Shared Dispositive Power
 
    14,250    



11.

 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
14,250        
   





12.

 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 





13.

 
Percent of Class Represented by Amount in Row (11)
 
0.5%        
   





14.

 
Type of Reporting Person*
 
PN        
   





 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


SCHEDULE 13D
 
CUSIP No. 69335T107                                                                                                                          Page 7 of 16 Pages
 





  1.

 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
Malta Hedge Fund II, L.P.        
   





  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  ¨
(b)  ¨
 





  3.

 
SEC Use Only
 
   





  4.

 
Source of Funds*
 
WC        
   





  5.

 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨





  6.

 
Citizen or Place of Organization
 
Delaware        
   





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

  8.    Shared Voting Power
 
    86,950    

  9.    Sole Dispositive Power
 

10.    Shared Dispositive Power
 
    86,950    



11.

 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
86,950        
   





12.

 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 





13.

 
Percent of Class Represented by Amount in Row (11)
 
2.9%        
   





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. 69335T107
 
Page 8 of 16 Pages
 





  1.

 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
    Malta Offshore, Ltd            
   





  2.
 
Check the Appropriate Box if a Member of a Group*

 
(a)  ¨
(b)  ¨
 





  3.

 
SEC Use Only
 
   





  4.

 
Source of Funds*
 
    WC        
   





  5.

 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨





  6.

 
Citizen or Place of Organization
 
    Cayman Islands        
   





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

  8.    Shared Voting Power
 
            33,200

  9.    Sole Dispositive Power
 

10.    Shared Dispositive Power
 
            33,200



11.

 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
33,200
   





12.

 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 





13.

 
Percent of Class Represented by Amount in Row (11)
 
1.1%
   





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. 69335T107
 
Page 9 of 16 Pages
 





  1.

 
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
 
Terry Maltese
   





  2.
 
Check the Appropriate Box if a Member of a Group*

 
(a)  ¨
(b)  ¨
 





  3.

 
SEC Use Only
 
   





  4.

 
Source of Funds*
 
00            
   





  5.

 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨





  6.

 
Citizen or Place of Organization
 
USA            
   





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

  8.    Shared Voting Power
 
    165,700        

  9.    Sole Dispositive Power
 

10.    Shared Dispositive Power
 
    165,700        



11.

 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
165,700            
   





12.

 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 





13.

 
Percent of Class Represented by Amount in Row (11)
 
5.5%            
   





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 $0.10 per share (“Common Stock”), of PHSB Financial Corporation (the “Issuer”), a Pennsylvania corporation having its principal office at 744 Shenango Road, Beaver Falls, Pennsylvania 15010.
 
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 Partners II, L.P., a Delaware limited partnership (“MPII”), Malta Hedge Fund II, L.P., a Delaware limited partnership (“MHFII”) and Malta Offshore, Ltd., a Cayman Islands company (“MO”), (ii) SOAM Holdings, LLC, a Delaware limited liability company (“Holdings”), with respect to shares of Common Stock beneficially owned by MP, MHF, MPII and MHFII, (iii) MP, with respect to shares of Common Stock beneficially owned by it, (iv) MHF, with respect to shares of Common Stock beneficially owned by it, (v) MPII, with respect to shares of Common Stock beneficially owned by it, (vi) MHFII, with respect to shares of Common Stock beneficially owned by it, (vii) MO, with respect to shares of Common Stock beneficially owned by it, and (viii) Terry Maltese, with respect to shares of Common Stock beneficially owned by MP, MHF, MPII, MHFII and MO. The foregoing persons are hereinafter sometimes referred to collectively as the “Reporting Persons” and MP, MHF, MPII and MHFII are sometimes collectively referred to herein as the “Partnerships.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
 
The sole general partner of each of the Partnerships is Holdings, and administrative and management services for the Partnerships are provided by SOAM. SOAM also provides management services to MO. The managing member and President of Holdings and SOAM is Mr. Maltese. In his capacity as President and managing member of Holdings and SOAM, Mr. Maltese exercises voting and dispositive power over all shares of Common Stock beneficially owned by MP, MHF, MPII, MHFII, MO, SOAM and Holdings. The non-managing member of Holdings and SOAM is 2 WTC LLC, a New York limited liability company (“2WTC”).
 
(b)    The address of the principal offices of each of MP, MHF, MPII, MHFII, Holdings and SOAM and the business address of Mr. Maltese is Sandler O’Neill Asset Management LLC, 780 Third Avenue, 30th Floor, New York, New York 10017. The address of the principal offices of MO is c/o Hemisphere Fund Managers Limited, Harbour Centre, Third Floor, George Town, Grand Cayman, Cayman Islands, British West Indies. The address of the principal offices of 2WTC is c/o Sandler O’Neill & Partners, L.P., 919 Third Avenue — 6th Floor, New York, New York 10022.

Page 10 of 16


 
(c)    The principal business of MP, MHF, MPII and MHFII is that of private partnerships engaged in investment in securities for its own account. The principal business of MO is that of investment in securities for its own account. The principal business of Holdings is that of acting as general partner for the Partnerships. The principal business of SOAM is that of providing administrative and management services to the Partnerships and management services to MO. The present principal occupation or employment of Mr. Maltese is President of SOAM and Holdings. The principal business of 2WTC is investing in Holdings and SOAM.
 
(d)    During the last five years, none of MP, MHF, MPII, MHFII, MO, Holdings, SOAM, 2WTC or Mr. Maltese has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)    During the last five years, none of MP, MHF, MPII, MHFII, MO, Holdings, SOAM, 2WTC or Mr. Maltese has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)    Mr. Maltese is a U.S. citizen.
 
Item 3.    Source and Amount of Funds.
 
The net investment cost (including commissions, if any) of the shares of Common Stock held by MP, MHF, MPII, MHFII and MO is zero, $193,899, $404,020, $1,192,671 and $488,963, 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 will continuously evaluate the financial condition, results of operations, business and prospects of the Issuer, the securities markets in general and the market for the Common Stock in particular, conditions in the economy and the financial institutions industry generally and other investment opportunities, all with a view to determining whether to hold, decrease or increase its investment in the Common Stock, through open market, privately negotiated or any other transactions. In the ordinary course of evaluating its investment, representatives of the Reporting Persons may from time to time seek to (or be invited to) discuss the business and policies of the Issuer with the management of the Issuer. However, none of the Reporting Persons has any plan or proposal as of the date hereof which would relate to or result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.
 
Item 5.    Interest in Securities of the Issuer.
 
(a)    Based upon an aggregate of 3,025,752 shares of Common Stock outstanding, as determined by the Issuer’s most recently available public information, as of the close of business on January 15, 2003:

Page 11 of 16


 
 
(i)
 
MP beneficially owned no shares of Common Stock, constituting 0% of the shares outstanding.
 
 
(ii)
 
MHF beneficially owned 14,250 shares of Common Stock, constituting approximately 0.5% of the shares outstanding.
 
 
(iii)
 
MPII beneficially owned 31,300 shares of Common Stock, constituting approximately 1.0% of the shares outstanding.
 
 
(iv)
 
MHFII beneficially owned 86,950 shares of Common Stock, constituting approximately 2.9% of the shares outstanding.
 
 
(v)
 
MO beneficially owned 33,200 shares of Common Stock, constituting approximately 1.1% of the shares outstanding.
 
 
(vi)
 
SOAM owned directly no shares of Common Stock. By reason of its position as management company for MP, MHF, MPII, MHFII and MO, under the provisions of Rule 13d-3, SOAM may be deemed to beneficially own shares owned by MP, the 14,250 shares owned by MHF, the 31,300 shares owned by MPII, the 86,950 shares owned by MHFII and the 33,200 shares owned by MO, or an aggregate of 165,700 shares of Common Stock, constituting approximately 5.5% of the shares outstanding.
 
 
(vii)
 
Holdings owned directly no shares of Common Stock. By reason of its position as general partner of MP, MHF, MPII and MHFII, under the provisions of Rule 13d-3 of the Securities and Exchange Commission (“Rule 13d-3”), Holdings may be deemed to beneficially own shares owned by MP, the 14,250 shares owned by MHF, the 31,300 shares owned by MPII, and the 86,950 shares owned by MHFII, or an aggregate of 132,500 shares of Common Stock, constituting approximately 4.4% of the shares outstanding.
 
 
(viii)
 
Mr. Maltese directly owned no shares of Common Stock. By reason of his position as President of Holdings and SOAM, Mr. Maltese may be deemed to beneficially own shares owned by MP, the 14,250 shares owned by MHF, the 31,300 shares owned by MPII, the 86,950 shares owned by MHFII and the 33,200 shares owned by MO, or an aggregate of 165,700 shares of Common Stock, constituting approximately 5.5% of the shares outstanding.
 
 
(ix)
 
In the aggregate, the Reporting Persons beneficially own an aggregate of 165,700 shares of Common Stock, constituting approximately 5.5% of the shares outstanding.
 
 
(x)
 
2WTC directly owned no shares of Common Stock.
 
(b)        The Partnerships each have the power to dispose of and to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, Holdings. Holdings is a party to a management agreement with SOAM

Page 12 of 16


pursuant to which SOAM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by Holdings. MO has the power to dispose of and to vote the shares of Common Stock beneficially owned by it. MO is a party to a management agreement with SOAM pursuant to which SOAM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by MO. Mr. Maltese, as President and managing member of Holdings and SOAM, shares the power to dispose of and to vote the shares of Common Stock beneficially owned by the other Reporting Persons.
 
(c) During the sixty days prior to January 15, 2003, MP effected the following transactions in the Common Stock:
 
Date

    
Action

    
Number
of Shares

    
Price
per Share

01/01/03
    
Transfer
to MPII
    
9,400
    
              N/A
 
During the sixty days prior to January 15, 2003, MHF effected the following transactions in the Common Stock in open market transactions with brokers:
 
Date

    
Action

    
Number
of Shares

    
Price
per Share

11/06/03
    
Bought
    
  200
    
$15.060
01/10/03
    
Bought
    
  450
    
  16.060
01/14/03
    
Bought
    
1,050
    
  16.560
01/15/03
    
Bought
    
  300
    
  16.560
 
During the sixty days prior to January 15, 2003, MPII effected the following transactions in the Common Stock:
 
Date

    
Action

    
Number
of Shares

    
Price
per Share

01/01/03
    
Transfer
from MP
    
9,400
    
              N/A

Page 13 of 16


 
During the sixty days prior to January 15, 2003, MHFII effected the following transactions in the Common Stock in open market transactions with brokers:
 
Date

    
Action

    
Number
of Shares

    
Price
per Share

11/06/03
    
Bought
    
1,600
    
$15.060
01/10/03
    
Bought
    
3,150
    
  16.060
01/14/03
    
Bought
    
7,500
    
  16.560
01/15/03
    
Bought
    
2,100
    
  16.560
 
During the sixty days prior to January 15, 2003, MO effected the following transactions in the Common Stock in open market transactions with brokers:
 
Date

    
Action

    
Number
of Shares

    
Price
per Share

11/06/03
    
Bought
    
3,200
    
$15.060
01/10/03
    
Bought
    
2,700
    
  16.060
01/14/03
    
Bought
    
6,450
    
  16.560
01/15/03
    
Bought
    
1,800
    
  16.560
 
(d)    Not applicable.
 
(e)    Not applicable.
 
Item 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
There are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer.
 
Item 7.    Material to be Filed as Exhibits.
 
      
Exhibit 1
  
Written Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) of the Securities and Exchange Commission

Page 14 of 16


 
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: January 23, 2003
 
MALTA PARTNERS, L.P.
     
MALTA HEDGE FUND, L.P.
By:
 
SOAM Holdings, LLC,         
     
By:
 
SOAM Holdings, LLC,         
   
the sole general partner
         
the sole general partner
 
By:
 
  /s/    Terry Maltese     

     
By:
 
/s/    Terry Maltese         

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

     
By:
 
/s/    Terry Maltese                 

   
        Terry Maltese        
         
        Terry Maltese        
   
        President
         
        President
 
MALTA OFFSHORE, LTD
       
By:
 
Sandler O’Neill Asset Management LLC         
     
Sandler O’Neill Asset Management LLC         
By:
 
/s/    Terry Maltese

     
By:
 
/s/    Terry Maltese

   
        Terry Maltese
         
        Terry Maltese        
   
        President
         
        President
 
SOAM Holdings, LLC
     
Terry Maltese
By:
 
/s/    Terry Maltese         

         
/s/    Terry Maltese      

   
        Terry Maltese
         
                Terry Maltese
   
        President
           

Page 15 of 16
EX-1 3 dex1.htm WRITTEN AGREEMENT RELATING TO THE FILING Written Agreement Relating to the filing
 
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: January 23, 2003
 
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
President
         
Terry Maltese
President
MALTA PARTNERS II, 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
President
         
Terry Maltese
President
Malta Offshore, Ltd.
     
Sandler O’Neill Asset
By:
 
Sandler O’Neill Asset
Management LLC         
     
Management LLC
By:
 
/s/ Terry Maltese

     
By:
 
/s/ Terry Maltese

   
Terry Maltese
President
         
Terry Maltese
President
SOAM Holdings, LLC
     
Terry Maltese
By:
 
/s/ Terry Maltese

         
/s/ Terry Maltese

   
Terry Maltese
President
         
Terry Maltese

Page 16 of 16
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