-----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, FTU5sniZ030G7KeHYdZertfUGfoaBm3M3L5AtZrfgFzCuL6e2fkbuxh6vJa2CdZ0 L8IdXYeqeBdiqy7Wb55oEA== 0000897069-05-003007.txt : 20051228 0000897069-05-003007.hdr.sgml : 20051228 20051228145340 ACCESSION NUMBER: 0000897069-05-003007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051228 DATE AS OF CHANGE: 20051228 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNERGY FINANCIAL GROUP INC /NJ/ CENTRAL INDEX KEY: 0001263766 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 522413926 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79501 FILM NUMBER: 051288718 BUSINESS ADDRESS: STREET 1: 310 NORTH AVE EAST CITY: CRANFORD STATE: NJ ZIP: 07016 BUSINESS PHONE: 8006933838 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL EDGE FUND L P CENTRAL INDEX KEY: 0001008845 IRS NUMBER: 000000000 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 cmw1912.htm AMENDMENT NO. 4
CUSIP No. 152418109 Page 1 of 37 Pages

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)

SYNERGY FINANCIAL GROUP, INC.
(Name of Issuer)

Common Stock, par value $0.10 per share
(Title of Class of Securities)

87162V102
(CUSIP Number)

Mr. Phillip Goldberg
Foley & Lardner LLP
321 North Clark Street
Suite 2800
Chicago, IL 60610
(312) 832-4549
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 27, 2005
(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 |_|.

CUSIP No. 152418109 Page 2 of 37 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)   [  ]
      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)    |_|
      6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


NUMBER OF   

SHARES   

BENEFICIALLY   

OWNED BY   

EACH   

REPORTING   

PERSON   

WITH   
7  



8  



9  



10  
SOLE VOTING POWER

0
SHARED VOTING POWER

299,746

 SOLE DISPOSITIVE POWER

0

 SHARED DISPOSITIVE POWER

299,746

      11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

299,746
    12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 		[X]
    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

2.5%
    14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

CUSIP No. 152418109 Page 3 of 37 Pages

         
      1 NAME OF REPORTING PERSON
 

Financial Edge - Stragegic Fund, L.P.
      2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
      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)    |_|
      6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


NUMBER OF   

SHARES   

BENEFICIALLY   

OWNED BY   

EACH   

REPORTING   

PERSON   

WITH   
7  



8  



9  



10  
SOLE VOTING POWER

0
SHARED VOTING POWER

139,404

 SOLE DISPOSITIVE POWER

0

 SHARED DISPOSITIVE POWER

139,404

      11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

139,404
    12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 		[X]
    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

1.2%
    14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

CUSIP No. 152418109 Page 4 of 37 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)   [  ]
      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)    |_|
      6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


NUMBER OF   

SHARES   

BENEFICIALLY   

OWNED BY   

EACH   

REPORTING   

PERSON   

WITH   
7  



8  



9  



10  
SOLE VOTING POWER

0
SHARED VOTING POWER

140,321

 SOLE DISPOSITIVE POWER

0

 SHARED DISPOSITIVE POWER

140,321

      11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

140,321
    12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 		[X]
    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

1.2%
    14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

CUSIP No. 152418109 Page 5 of 37 Pages

         
      1 NAME OF REPORTING PERSON
 

PL Capital, LLC
      2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
      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)    |_|
      6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


NUMBER OF   

SHARES   

BENEFICIALLY   

OWNED BY   

EACH   

REPORTING   

PERSON   

WITH   
7  



8  



9  



10  
SOLE VOTING POWER

0
SHARED VOTING POWER

998,096

 SOLE DISPOSITIVE POWER

0

 SHARED DISPOSITIVE POWER

998,096

      11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

998,096
    12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 		[X]
    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

8.4%
    14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

CUSIP No. 152418109 Page 6 of 37 Pages

         
      1 NAME OF REPORTING PERSON
 

Goodbody/PL Capital, LLC
      2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
      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)    |_|
      6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


NUMBER OF   

SHARES   

BENEFICIALLY   

OWNED BY   

EACH   

REPORTING   

PERSON   

WITH   
7  



8  



9  



10  
SOLE VOTING POWER

0
SHARED VOTING POWER

140,321

 SOLE DISPOSITIVE POWER

0

 SHARED DISPOSITIVE POWER

140,321

      11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

140,321
    12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 		[X]
    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

1.2%
    14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

CUSIP No. 152418109 Page 7 of 37 Pages

         
      1 NAME OF REPORTING PERSON
 

John W. Palmer
      2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
      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)    |_|
      6 CITIZENSHIP OR PLACE OF ORGANIZATION

USA


NUMBER OF   

SHARES   

BENEFICIALLY   

OWNED BY   

EACH   

REPORTING   

PERSON   

WITH   
7  



8  



9  



10  
SOLE VOTING POWER

3,100
SHARED VOTING POWER

1,138,417

 SOLE DISPOSITIVE POWER

3,100

 SHARED DISPOSITIVE POWER

1,138,417

      11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,141,517
    12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 		[   ]
    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

9.7%
    14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

CUSIP No. 152418109 Page 8 of 37 Pages

         
      1 NAME OF REPORTING PERSON
 

Richard J. Lashley
      2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
      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)    |_|
      6 CITIZENSHIP OR PLACE OF ORGANIZATION

USA


NUMBER OF   

SHARES   

BENEFICIALLY   

OWNED BY   

EACH   

REPORTING   

PERSON   

WITH   
7  



8  



9  



10  
SOLE VOTING POWER

2,000
SHARED VOTING POWER

1,138,417

 SOLE DISPOSITIVE POWER

2,000

 SHARED DISPOSITIVE POWER

1,138,417

      11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,140,417
    12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 		[X]
    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

9.7%
    14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

CUSIP No. 152418109 Page 9 of 37 Pages

         
      1 NAME OF REPORTING PERSON
 

Archimedes Overseas Ltd.
      2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
      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)    |_|
      6 CITIZENSHIP OR PLACE OF ORGANIZATION

Channel Islands


NUMBER OF   

SHARES   

BENEFICIALLY   

OWNED BY   

EACH   

REPORTING   

PERSON   

WITH   
7  



8  



9  



10  
SOLE VOTING POWER

0
SHARED VOTING POWER

0

 SOLE DISPOSITIVE POWER

0

 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 (SEE INSTRUCTIONS)

 		[X]
    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0.0%
    14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No. 152418109 Page 10 of 37 Pages

         
      1 NAME OF REPORTING PERSON
 

PL Capital Offshore, Ltd.
      2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
      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)    |_|
      6 CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands


NUMBER OF   

SHARES   

BENEFICIALLY   

OWNED BY   

EACH   

REPORTING   

PERSON   

WITH   
7  



8  



9  



10  
SOLE VOTING POWER

0
SHARED VOTING POWER

53,452

 SOLE DISPOSITIVE POWER

0

 SHARED DISPOSITIVE POWER

53,452

      11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

53,452
    12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 		[X]
    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0.5%
    14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No. 152418109 Page 11 of 37 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)   [  ]
      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)    |_|
      6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


NUMBER OF   

SHARES   

BENEFICIALLY   

OWNED BY   

EACH   

REPORTING   

PERSON   

WITH   
7  



8  



9  



10  
SOLE VOTING POWER

0
SHARED VOTING POWER

385,994

 SOLE DISPOSITIVE POWER

0

 SHARED DISPOSITIVE POWER

385,994

      11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

385,994
    12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 		[X]
    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

3.3%
    14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

CUSIP No. 152418109 Page 12 of 37 Pages

         
      1 NAME OF REPORTING PERSON
 

Advance Capital Partners, LLC
      2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
      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)    |_|
      6 CITIZENSHIP OR PLACE OF ORGANIZATION

New Jersey


NUMBER OF   

SHARES   

BENEFICIALLY   

OWNED BY   

EACH   

REPORTING   

PERSON   

WITH   
7  



8  



9  



10  
SOLE VOTING POWER

0
SHARED VOTING POWER

19,500

 SOLE DISPOSITIVE POWER

0

 SHARED DISPOSITIVE POWER

19,500

      11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

19,500
    12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 		[X]
    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0.2%
    14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

CUSIP No. 152418109 Page 13 of 37 Pages

         
      1 NAME OF REPORTING PERSON
 

Padco Management Corp.
      2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
      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)    |_|
      6 CITIZENSHIP OR PLACE OF ORGANIZATION

New Jersey


NUMBER OF   

SHARES   

BENEFICIALLY   

OWNED BY   

EACH   

REPORTING   

PERSON   

WITH   
7  



8  



9  



10  
SOLE VOTING POWER

0
SHARED VOTING POWER

19,500

 SOLE DISPOSITIVE POWER

0

 SHARED DISPOSITIVE POWER

19,500

      11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

19,500
    12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 		[X]
    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0.2%
    14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

CUSIP No. 152418109 Page 14 of 37 Pages

         
      1 NAME OF REPORTING PERSON
 

Peter Cocoziello
      2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
      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)    |_|
      6 CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.


NUMBER OF   

SHARES   

BENEFICIALLY   

OWNED BY   

EACH   

REPORTING   

PERSON   

WITH   
7  



8  



9  



10  
SOLE VOTING POWER

0
SHARED VOTING POWER

19,500

 SOLE DISPOSITIVE POWER

0

 SHARED DISPOSITIVE POWER

19,500

      11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

19,500
    12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 		[X]
    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0.2%
    14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

CUSIP No. 152418109 Page 15 of 37 Pages

         
      1 NAME OF REPORTING PERSON
 

Irving Smokler
      2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
      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)    |_|
      6 CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.


NUMBER OF   

SHARES   

BENEFICIALLY   

OWNED BY   

EACH   

REPORTING   

PERSON   

WITH   
7  



8  



9  



10  
SOLE VOTING POWER

0
SHARED VOTING POWER

100,000

 SOLE DISPOSITIVE POWER

0

 SHARED DISPOSITIVE POWER

100,000

      11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

100,000
    12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 		[X]
    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0.8%
    14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

CUSIP No. 152418109 Page 16 of 37 Pages

         
      1 NAME OF REPORTING PERSON
 

Irving A. Smokler Revocable Trust
      2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
      3 SEC USE ONLY

      4 Source of Funds

WC, BK
      5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    |_|
      6 CITIZENSHIP OR PLACE OF ORGANIZATION

Florida


NUMBER OF   

SHARES   

BENEFICIALLY   

OWNED BY   

EACH   

REPORTING   

PERSON   

WITH   
7  



8  



9  



10  
SOLE VOTING POWER

0
SHARED VOTING POWER

100,000

 SOLE DISPOSITIVE POWER

0

 SHARED DISPOSITIVE POWER

100,000

      11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

100,000
    12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 		[X]
    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0.8%
    14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

CUSIP No. 152418109 Page 17 of 37 Pages

         
      1 NAME OF REPORTING PERSON
 

Carol Smokler
      2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [X]
(b)   [  ]
      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)    |_|
      6 CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.


NUMBER OF   

SHARES   

BENEFICIALLY   

OWNED BY   

EACH   

REPORTING   

PERSON   

WITH   
7  



8  



9  



10  
SOLE VOTING POWER

0
SHARED VOTING POWER

100,000

 SOLE DISPOSITIVE POWER

0

 SHARED DISPOSITIVE POWER

100,000

      11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

100,000
    12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 		[X]
    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0.8%
    14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

CUSIP No. 152418109 Page 18 of 37 Pages

Item 1. Security and Issuer

  This Schedule 13D is being filed jointly by:

  • 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 Offshore, Ltd., a Cayman Islands company (“PL Capital Offshore”)

  • Archimedes Overseas Ltd., a Channel Islands company (“Archimedes Overseas”)

  •  PL Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund and Investment Manager for PL Capital Offshore (“PL Capital”), Advance Capital Partners, LLC, a New Jersey limited liability company (“Advance Capital Partners”) and the Irving Smokler Revocable Trust Dated, a Florida trust (“Irving Smokler Trust”).

  • Padco Management Corp., a New Jersey corporation (“Padco”), the Managing Member of Advance Capital Partners

  • Peter Cocoziello, the President of Padco

  • Irving Smokler Trust

  • Irving Smokler, the co-trustee of the Irving Smokler Trust

  • Carol Smokler, the co-trustee of the Irving Smokler Trust

  • 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 and Investment Manager for a separate account held by Archimedes Overseas (“Goodbody/PL LLC”)

  • John W. Palmer and Richard J. Lashley, Managing Members of PL Capital and Goodbody/PL LLC, members of the Board of Directors of PL Capital Offshore and as individuals.

CUSIP No. 152418109 Page 19 of 37 Pages

        All of the filers of this Schedule 13D are collectively the “PL Capital Group” or the “Group.”

        This Schedule 13D relates to the common stock (“Common Stock”) of Synergy Financial Group, Inc. (the “Company” or “Synergy Financial”). The address of the principal executive offices of the Company is 310 North Avenue East, Cranford, New Jersey 07016. The joint filing agreement of the members of the Group is attached as Exhibit 1.

Item 2. Identity and Background

        (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:

  (1)   shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital Offshore, Irving Smokler Trust and Advance Capital Partners; 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; PL Capital is also the investment manager for PL Capital Offshore; Messrs. Lashley and Palmer are members of PL Capital Offshore’s Board of Directors; PL Capital is also the investment manager for separate accounts held by Advance Capital Partners and Irving Smokler Trust; Messrs. Lashley and Palmer are members of PL Capital Offshore’s Board of Directors;

  (2)   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 and investment manager for a separate account held by Archimedes Overseas; and

  (3) shares of Common Stock held by Mr. Palmer and Mr. Lashley, as individuals.

        This statement is filed by Mr. Peter Cocoziello, with respect to the shares of Common Stock beneficially owned by Advance Capital Partners and Padco. Mr. Cocoziello is the President of Padco Management Corp., which is the Managing Member of Advance Capital Partners.

        This statement is filed by Dr. Irving Smokler and Mrs. Carol Smokler with respect to the shares of Common Stock beneficially owned by the Irving Smokler Trust.

        The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer and Mr. 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, Goodbody/PL LP and Goodbody/PL LLC are engaged in various interests, including investments.

CUSIP No. 152418109 Page 20 of 37 Pages

        The business address of Archimedes Overseas is 40 Swiss Partner, 23 Schanzengraben, 8039 Zurich, Switzerland. Archimedes is an investment company.

        The business address of PL Capital Offshore is One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands. PL Capital Offshore is an investment company.

        The business address of Advance Capital Partners, Padco and Mr. Cocoziello is 1430 State Highway 206, Suite 100, Bedminster, NJ 07921. Advance Capital Partners and Padco are engaged in various interests, including investments.

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

        The place of organization for each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, Goodbody/PL LP, Goodbody/PL LLC, Advance Capital Partners, Padco, Archimedes Overseas, Irving Smokler Trust and PL Capital Offshore is set forth in Item 1.

        The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital and Goodbody/PL LLC. The principal employment of Mr. Cocoziello is real estate development and investment with Advance Capital Realty Group, LLC, a real estate development and investment firm with a business address of 1430 State Highway 206, Suite 100, Bedminster, NJ 07921. The principal employment of each of Dr. Smokler and Mrs. 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.

        (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 Group owns 1,143,517 shares of Common Stock of the Company acquired at an aggregate cost of $13,595,729.

CUSIP No. 152418109 Page 21 of 37 Pages

        The amount of funds expended by Financial Edge Fund to acquire the 299,746 shares of Common Stock it holds in its name is $3,587,404. Such funds were provided from Financial Edge Fund’s available capital.

        The amount of funds expended by Financial Edge Strategic to acquire the 139,404 shares of Common Stock it holds in its name is $1,629,492. Such funds were provided from Financial Edge Strategic’s available capital.

        The amount of funds expended by Focused Fund to acquire the 385,994 shares of Common Stock it holds in its name is $4,639,299 Such funds were provided from Focused Fund’s available capital.

        The amount of funds expended by PL Capital Offshore to acquire the 53,452 shares of Common Stock it holds in its name is $600,170. Such funds were provided from PL Capital Offshore’s available capital.

        The amount of funds expended by Goodbody/PL LP to acquire the 140,321 shares of Common Stock it holds in its name is $1,602,113. Such funds were provided from Goodbody/PL LP’s available capital.

        The amount of funds expended by Advance Capital Partners to acquire the 19,500 shares of Common Stock it holds in its name is $250,265. Such funds were provided from Advance Capital Partner’s available capital.

        The amount of funds expended by Mr. Palmer to acquire the 3,100 shares of Common Stock he holds in his name is $36,505. Such funds were provided from Mr. Palmer’s personal funds.

        The amount of funds expended by Mr. Lashley to acquire the 2,000 shares of Common Stock he holds in his name is $24,475. Such funds were provided from Mr. Lashley’s personal funds.

        The amount of funds expended by the Irving Smokler Trust to acquire the 100,000 shares of Common Stock it holds in its name is $1,226,005. Such funds were provided from the Trust’s available capital and margin provided by Bear Stearns Securities Corp. (“Bear Stearns”) on such firms’ usual terms and conditions.

        Archimedes Overseas Ltd. no longer holds any shares of Common Stock.

        Any purchases of Common Stock made by members of the PL Capital Group using funds borrowed from Bear Stearns or Citigroup Global Markets Inc. (“Citigroup Global”), if any, were made in margin transactions on those 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, other than the Irving Smokler Trust, has margin or other loans outstanding secured by Common Stock.

CUSIP No. 152418109 Page 22 of 37 Pages

Item 4. Purpose of Transaction

        In its previously filed Schedule 13D, the PL Capital Group disclosed that it acquired shares of Common Stock for investment purposes. The PL Capital Group now intends to influence the policies of the Company, including encouraging the management of the Company to use its excess capital to aggressively repurchase its Common Stock. The PL Capital Group believes that the Company should allocate at least $20 million to repurchase its shares, beginning immediately.

        Members of the PL Capital Group may make further purchases of shares of Common Stock, although the PL Capital Group has no present intention of increasing PL Capital Group’s aggregate holdings above 9.999% of the Company’s outstanding Common Stock. Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.

        In its previous filing, the PL Capital Group stated that it intended to encourage the management of the Company to use its excess capital to aggressively repurchase its Common Stock, in an amount at least equal to $20 million. The PL Capital Group also noted in that filing that it believed that the Company had incorrectly calculated the number of shares outstanding on its most recent SEC filing, due to the deduction of 363,037 shares held by one of its management/director benefit plans.

        On December 16, 2005 members of the PL Capital Group talked to members of the Company’s senior management team, including CEO John Fiore, COO Kevin McCloskey and CFO Rich Abrahamian. Three primary topics were discussed, including (1) the proper calculation of outstanding shares, (2) stock buybacks and (3) board representation for the PL Capital Group.

        During such discussions, the Company’s management stated that they would look into the issue regarding calculation of outstanding shares and would correct such amount if their revised calculations produced an amount which differed from the amount previously reported. On December 20, 2005, the Company filed a Form 8-K which noted the error and corrected the number of shares outstanding.

        With regard to stock buybacks, the PL Capital Group expressed its disappointment with the amount and frequency of the Company’s stock buybacks. The PL Capital Group encouraged management to:

  • reduce the number of shares outstanding to approximately 10 million shares, as soon as practical, through aggressive buybacks;

  • free up capital for stock buybacks by reducing non-core assets (namely investment and mortgage backed securities) and liabilities (namely borrowed funds);

  • maintain a balance sheet that is funded primarily with deposits and to only grow the loan portfolio if it is proportional to deposit funding (maintaining a 130% loan to deposit ratio was suggested); and

CUSIP No. 152418109 Page 23 of 37 Pages

  • evaluate the benefits of buybacks by measuring the accretion to franchise value per share, rather than simply near term earnings accretion.

        Management of the Company noted that stock buybacks are arguably dilutive to current earnings. The PL Capital Group noted that the only reason such argument would be correct is that the Company’s Return on Equity (ROE) is only 4% (an amount lower than the current yields on unencumbered cash). The PL Capital Group noted if a 4% ROE is all that the Company is capable of generating, then management has an obligation to return capital to shareholders, regardless of whether it is accretive to short term earnings.

        The PL Capital Group also asked management to request that the Company’s board of directors appoint Richard Lashley and John Palmer to the board. Management noted that they would submit such request to the Company’s board of directors.

        On December 22, 2005, CEO John Fiore notified Messrs. Lashley and Palmer that the board had rejected the PL Capital Group’s request for board seats. Mr. Fiore noted the board’s concerns over additional board fees. The PL Capital Group noted that a costly proxy contest would certainly be more expensive than additional board fees. Also, as the company’s largest shareholder, the PL Capital Group argued that it deserved representation on the board. The PL Capital Group also noted that it could be easily outvoted if the other board members did not agree with our positions. Mr. Fiore noted that the board had fully understood the ramifications of rejecting the PL Capital Group’s request (in terms of a likely proxy contest and possible litigation over the Company’s by-laws, which restrict board members to residency in counties in which the Company has branches). In order to avoid a costly proxy contest, the PL Capital Group offered to accept one board seat for Mr. Lashley, who has lived and worked in the Company’s market area for over 20 years (and currently resides in an adjoining county, Somerset County). Mr. Fiore said that the board had anticipated that offer and rejected that compromise as well. The PL Capital Group informed Mr. Fiore that it was disappointed in the board’s unreasonable rejection of the PL Capital Group’s request and that the PL Capital Group would be left with no choice but to pursue board representation via a proxy contest in connection with the upcoming annual meeting.

        The PL Capital Group currently intends to nominate two members to serve on the Company’s board of directors, in opposition to the Company’s anticipated nominees. The Company has three incumbent members whose terms expire in 2006, including CEO John Fiore, Nancy Davis and W. Phillip Scott.

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

Item 5. Interest in Securities of the Company

        The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 11,816,303, reported as the number of outstanding shares as of September 30, 2005, on the Company’s Form 8-K filed December 20, 2005.

        The PL Capital Group’s transactions in the Common Stock within the past 60 days are as follows:

(A) Financial Edge Fund

  (a)-(b) See cover page.

  (c) Financial Edge Fund made the following purchases and sales of Common Stock in the past 60 days:

Date
 Number of Shares Purchased/Sold
 Price Per Share ($)
 Total Proceeds/Cost($)
2005-11-30 75,000 $  12.26 $919,525
2005-12-15 (50,000) $  12.24 ($612,500)
2005-12-15 (1,197) $  12.40 ($  14,815)

CUSIP No. 152418109 Page 24 of 37 Pages

  (d)   Because they are the Managing Members of PL Capital, the general partner of Financial Edge Fund, Mr. Palmer and Mr. Lashley 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 disposition power with Financial Edge Fund with regard to those shares of Common Stock.

(B) Financial Edge Strategic

  (a)-(b) See cover page.

  (c) Financial Edge Strategic made the following purchases and sales of Common Stock in the past 60 days:

Date
 Number of Shares Purchased/Sold
 Price Per Share ($)
 Total Proceeds/Cost($)
2005-11-30 12,500 $  12.21 $153,275
2005-11-30 37,500 $  12.26 $459,775
2005-12-15 (25,000) $  12.24 ($306,000)

  (d)   Because they are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, Mr. Palmer and Mr. Lashley 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 disposition power with Financial Edge Strategic with regard to those shares of Common Stock.

(C) Focused Fund

  (a)-(b) See cover page.

  (c) Focused Fund made the following purchases of Common Stock in the past 60 days:

Date
 Number of Shares Purchased
 Price Per Share ($)
 Total Proceeds/Cost($)
2005-11-30 58,100 $  12.24 $713,964

CUSIP No. 152418109 Page 25 of 37 Pages

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

(D) PL Capital Offshore

  (a)-(b) See cover page.

  (c) PL Capital Offshore made no purchases or sales of Common Stock in the past 60 days:

  (d)   PL Capital is the investment manager for PL Capital Offshore. Because they are the Managing Members of PL Capital, and members of the Board of Directors of PL Capital Offshore, Messrs. Palmer and Lashley have the power to direct the affairs of PL Capital Offshore. Therefore, PL Capital Offshore may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by PL Capital Offshore.

(E) Goodbody/PL LP

  (a)-(b) See cover page.

  (c) Goodbody/PL LP made the following purchases and sales of Common Stock in the past 60 days:

Date
 Number of Shares Purchased/Sold
 Price Per Share ($)
 Total Proceeds/Cost($)
2005-11-30 12,500 $  12.21 $153,275
2005-11-30 37,500 $  12.26 $459,775
2005-12-15 (25,000) $  12.24 ($306,000)

  (d)   Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because they are the Managing Members of Goodbody/PL LLC, Messrs. Palmer and Lashley 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 disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

CUSIP No. 152418109 Page 26 of 37 Pages

(F) Archimedes Overseas

  (a)-(b) See cover page.

  (c) Archimedes Overseas made the following sales of Common Stock in the past 60 days:

Date
 Number of Shares Sold
 Price Per Share ($)
 Total Proceeds/Cost($)
2005-10-03    900 $12.20 $10,962
2005-10-04 3,900 $12.20 $47,500
2005-10-31    200 $12.20   $2,435

  (d)   Goodbody/PL LLC is the investment manager for a separate account held by Archimedes Overseas. Because they are the Managing Members of Goodbody/PL LLC, Messrs. Palmer and Lashley have the power to direct certain affairs of Archimedes Overseas. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Archimedes Overseas.

(G) PL Capital

  (a)-(b)   See cover page.

  (c)   PL Capital has made no purchases or sales of Common Stock directly.

  (d)   PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund. PL Capital is the investment manager of PL Capital Offshore. Because they are the Managing Members of PL Capital, Mr. Palmer and Mr. Lashley 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 disposition power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and PL Capital Offshore.

(H) Goodbody/PL LLC

  (a)-(b) See cover page.

  (c) Goodbody/PL LLC has made no purchases or sales of Common Stock directly.

  (d) Goodbody/PL LLC is the general partner of Goodbody/PL LP and the investment manager of a separate account held by Archimedes Overseas. Because they are the Managing Members of Goodbody/PL LLC, Messrs. Palmer and Lashley 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 disposition power with regard to the shares of Common Stock held by Goodbody/PL LP and Archimedes Overseas.

CUSIP No. 152418109 Page 27 of 37 Pages

(I) Mr. John Palmer

  (a)-(b) See cover page.

  (c) Mr. Palmer made no purchases or sales of Common Stock in the past 60 days.

(J) Mr. Richard Lashley

  (a)-(b) See cover page.

  (c) Mr. Lashley purchased 2,000 shares of Common Stock on November 30, 2005 for $12.23, for a total cost of $24,475.

(K) Advance Capital Partners

  (a)-(b) See cover page.

  (c) Advance Capital Partners made no purchases or sales of Common Stock in the past 60 days:

  (d)   PL Capital is the investment manager for a separate account held by Advance Capital Partners. Because they are the Managing Members of PL Capital, Messrs. Palmer and Lashley have the power to direct certain affairs of Advance Capital Partners. Therefore, PL Capital may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Advance Capital Partners.

(L) Padco Management

  (a)-(b) See cover page.

  (c) Padco Management has made no purchases or sales of Common Stock directly.

  (d) Padco Management is the Managing Member of Advance Capital Partners and it has the power to direct the affairs of Advance Capital Partners. Therefore, Padco Management may be deemed to share with Advance Capital Partners voting and disposition power with regard to the shares of Common Stock held by Advance Capital Partners.

CUSIP No. 152418109 Page 28 of 37 Pages

(M) Mr. Peter Cocoziello

  (a)-(b) See cover page.

  (c) Mr. Cocoziello has purchased no shares of Common Stock directly.

  (d) Padco Management is the Managing Member of Advance Capital Partners. Mr. Cocoziello is the President of Padco Management. Because he is the President of Padco Management, Mr. Cocoziello is deemed to have the power to direct the affairs of Padco Management and Advance Capital Partners and is deemed to share voting and disposition power with regard to the shares of Common Stock held by Advance Capital Partners.

(N) Irving Smokler Trust

  (a)-(b) See cover page.

  (c) The Irving Smokler Trust purchased the following number of shares of Common Stock in the past 60 days:

Date
 Number of Shares Purchased
 Price Per Share ($)
 Total Proceeds/Cost($)
2005-12-15 100,000 $12.26 $1,226,005
  (d) Irving Smokler is deemed to share voting and disposition power with regard to the shares of Common Stock held by the Irving Smokler Trust.

(O) Dr. Irving Smokler

  (a)-(b) See cover page.

  (c) Irving Smokler has made no purchases of Common Stock directly.

  (d) Irving Smokler is deemed to share voting and disposition power with regard to the shares of Common Stock held by the Irving Smokler Trust.

(P) Mrs. Carol Smokler

  (a)-(b) See cover page.

  (c) Carol Smokler has made no purchases of Common Stock directly.

  (d) Carol Smokler is deemed to share voting and disposition power with regard to the shares of Common Stock held by the Irving Smokler Trust.

CUSIP No. 152418109 Page 29 of 37 Pages

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, PL Capital Offshore, Irving Smokler Trust and Advance Capital Partners, PL Capital is 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 and Archimedes Overseas, Goodbody/PL LLC is 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 this filing, 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
CUSIP No. 152418109 Page 30 of 37 Pages

SIGNATURES

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

Date: December 28, 2005

FINANCIAL EDGE FUND, L.P.  

 		 By:  PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John Palmer /s/ Richard Lashley
        John Palmer Richard Lashley
        Managing Member Managing Member
  FINANCIAL EDGE-STRATEGIC FUND, L.P.

 		 By:  PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John Palmer /s/ Richard Lashley
        John Palmer Richard Lashley
        Managing Member Managing Member
PL CAPITAL/FOCUSED FUND, L.P.

 		 By:  PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John Palmer /s/ Richard Lashley
        John Palmer Richard Lashley
        Managing Member Managing Member
CUSIP No. 152418109 Page 31 of 37 Pages

PL CAPITAL OFFSHORE, LTD.  

 		 By:  PL CAPITAL, LLC
        Investment Manager

 		 By:  /s/ John Palmer /s/ Richard Lashley
        John Palmer Richard Lashley
        Managing Member Managing Member

 		 By:  /s/ John Palmer /s/ Richard Lashley
        John Palmer Richard Lashley
        Director Director
GOODBODY/PL CAPITAL, L.P.

 		 By:  GOODBODY/PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John Palmer /s/ Richard Lashley
        John Palmer Richard Lashley
        Managing Member Managing Member
ARCHIMEDES OVERSEAS LTD.

 		 By:  GOODBODY/PL CAPITAL, LLC
        Investment Manager

 		 By:  /s/ John Palmer /s/ Richard Lashley
        John Palmer Richard Lashley
        Managing Member Managing Member
CUSIP No. 152418109 Page 32 of 37 Pages

GOODBODY/PL CAPITAL, LLC  

 		 By:  /s/ John Palmer /s/ Richard Lashley
        John Palmer Richard Lashley
        Managing Member Managing Member
PL CAPITAL, LLC

 		 By:  /s/ John Palmer /s/ Richard Lashley
        John Palmer Richard Lashley
        Managing Member Managing Member
ADVANCE CAPITAL PARTNERS, LLC

 		 By:  PADCO MANAGEMENT CORP.
        Managing Member

 		 By:  /s/ Peter Cocoziello
        Peter Cocoziello
        President
PADCO MANAGEMENT CORP.

 		 By:  /s/ Peter Cocoziello
        Peter Cocoziello
        President
IRVING SMOKLER REVOCABLE LIVING TRUST DATED OCTOBER 1, 1990

 		 By:  /s/ Irving Smokler
        Irving Smokler, co-trustee

 		 By:  /s/ Carol Smokler
        Carol Smokler, co-trustee


By: /s/ John Palmer
John Palmer

CUSIP No. 152418109 Page 33 of 37 Pages

By: /s/ Richard Lashley
Richard Lashley

By: /s/ Irving Smokler
Irving Smokler

By: /s/ Carol Smokler
Carol Smokler

By: /s/ Peter Cocoziello
Peter Cocoziello

CUSIP No. 152418109 Page 34 of 37 Pages

EXHIBIT 1

JOINT FILING AGREEMENT

        Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.

Date:  December 28, 2005

FINANCIAL EDGE FUND, L.P.  

 		 By:  PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John Palmer /s/ Richard Lashley
        John Palmer Richard Lashley
        Managing Member Managing Member
  FINANCIAL EDGE-STRATEGIC FUND, L.P.

 		 By:  PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John Palmer /s/ Richard Lashley
        John Palmer Richard Lashley
        Managing Member Managing Member
PL CAPITAL/FOCUSED FUND, L.P.

 		 By:  PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John Palmer /s/ Richard Lashley
        John Palmer Richard Lashley
        Managing Member Managing Member
CUSIP No. 152418109 Page 35 of 37 Pages

PL CAPITAL OFFSHORE, LTD.  

 		 By:  PL CAPITAL, LLC
        Investment Manager

 		 By:  /s/ John Palmer /s/ Richard Lashley
        John Palmer Richard Lashley
        Managing Member Managing Member

 		 By:  /s/ John Palmer /s/ Richard Lashley
        John Palmer Richard Lashley
        Director Director
GOODBODY/PL CAPITAL, L.P.

 		 By:  GOODBODY/PL CAPITAL, LLC
        General Partner

 		 By:  /s/ John Palmer /s/ Richard Lashley
        John Palmer Richard Lashley
        Managing Member Managing Member
ARCHIMEDES OVERSEAS LTD.

 		 By:  GOODBODY/PL CAPITAL, LLC
        Investment Manager

 		 By:  /s/ John Palmer /s/ Richard Lashley
        John Palmer Richard Lashley
        Managing Member Managing Member
CUSIP No. 152418109 Page 36 of 37 Pages

GOODBODY/PL CAPITAL, LLC  

 		 By:  /s/ John Palmer /s/ Richard Lashley
        John Palmer Richard Lashley
        Managing Member Managing Member
PL CAPITAL, LLC

 		 By:  /s/ John Palmer /s/ Richard Lashley
        John Palmer Richard Lashley
        Managing Member Managing Member
ADVANCE CAPITAL PARTNERS, LLC

 		 By:  PADCO MANAGEMENT CORP.
        Managing Member

 		 By:  /s/ Peter Cocoziello
        Peter Cocoziello
        President
PADCO MANAGEMENT CORP.

 		 By:  /s/ Peter Cocoziello
        Peter Cocoziello
        President
IRVING SMOKLER REVOCABLE LIVING TRUST DATED OCTOBER 1, 1990

 		 By:  /s/ Irving Smokler
        Irving Smokler, co-trustee

 		 By:  /s/ Carol Smokler
        Carol Smokler, co-trustee


By: /s/ John Palmer
John Palmer

CUSIP No. 152418109 Page 37 of 37 Pages

By: /s/ Richard Lashley
Richard Lashley

By: /s/ Irving Smokler
Irving Smokler

By: /s/ Carol Smokler
Carol Smokler

By: /s/ Peter Cocoziello
Peter Cocoziello

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