Unassociated Document

0001133796-09-000198.txt : 20091009 0001133796-09-000198.hdr.sgml : 20091009 20091009104657 ACCESSION NUMBER: 0001133796-09-000198 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20091009 DATE AS OF CHANGE: 20091009 GROUP MEMBERS: BETH R. LASHLEY GROUP MEMBERS: FINANCIAL EDGE-STRATEGIC FUND, L.P. GROUP MEMBERS: GOODBODY/PL CAPITAL, L.P. GROUP MEMBERS: GOODBODY/PL CAPITAL, LLC GROUP MEMBERS: JOHN W. PALMER GROUP MEMBERS: PL CAPITAL ADVISORS, LLC GROUP MEMBERS: PL CAPITAL, LLC GROUP MEMBERS: PL CAPITAL/FOCUSED FUND, L.P. GROUP MEMBERS: RICHARD J. LASHLEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Magyar Bancorp, Inc. CENTRAL INDEX KEY: 0001337068 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81304 FILM NUMBER: 091113274 BUSINESS ADDRESS: STREET 1: 400 SOMERSET STREET CITY: NEW BRUNSWICK STATE: NJ ZIP: 08901 BUSINESS PHONE: 732-249-2438 MAIL ADDRESS: STREET 1: 400 SOMERSET STREET CITY: NEW BRUNSWICK STATE: NJ ZIP: 08901 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL EDGE FUND L P CENTRAL INDEX KEY: 0001008845 IRS NUMBER: 364050716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 E. JEFFERSON AVENUE STREET 2: SUITE 22 CITY: NAPERVILLE STATE: IL ZIP: 60540 BUSINESS PHONE: 6308481340 MAIL ADDRESS: STREET 1: 20 E. JEFFERSON AVENUE STREET 2: SUITE 22 CITY: NAPERVILLE STATE: IL ZIP: 60540 SC 13D/A 1 k162411_sc13d-a.htm Unassociated Document

CUSIP No. 55977T109

Page 1 of 20 Pages

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

MAGYAR BANCORP, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

55977T109

(CUSIP Number)

Mr. Richard Lashley

PL Capital, LLC

20 East Jefferson Avenue

Suite 22

Naperville, IL 60540

(973) 360-1666

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 7, 2009

(Date of Event which Requires Filing of this Statement)

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

CUSIP No. 55977T109

Page 2 of 20 Pages

1	NAME OF REPORTING PERSON Financial Edge Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (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	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 161,561
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 161,561
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 161,561
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8%
14		TYPE OF REPORTING PERSON PN

CUSIP No. 55977T109

Page 3 of 20 Pages

1	NAME OF REPORTING PERSON Financial Edge—Strategic Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (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	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 75,348
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 75,348
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,348
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14		TYPE OF REPORTING PERSON PN

CUSIP No. 55977T109

Page 4 of 20 Pages

1	NAME OF REPORTING PERSON Goodbody/PL Capital, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (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	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 77,767
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 77,767
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 77,767
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14		TYPE OF REPORTING PERSON PN

CUSIP No. 55977T109

Page 5 of 20 Pages

1	NAME OF REPORTING PERSON PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS
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	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 249,654
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 249,654
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 249,654
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3 %
14		TYPE OF REPORTING PERSON OO

CUSIP No. 55977T109

Page 6 of 20 Pages

1	NAME OF REPORTING PERSON Goodbody/PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS
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	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 77,767
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 77,767
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 77,767
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14		TYPE OF REPORTING PERSON OO

CUSIP No. 55977T109

Page 7 of 20 Pages

1	NAME OF REPORTING PERSON PL Capital Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS
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	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 327,421
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 327,421
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 327,421
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14		TYPE OF REPORTING PERSON OO

CUSIP No. 55977T109

Page 8 of 20 Pages

1	NAME OF REPORTING PERSON John W. Palmer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS
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	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 327,421
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 327,421
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 327,421
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14		TYPE OF REPORTING PERSON IN

CUSIP No. 55977T109

Page 9 of 20 Pages

1	NAME OF REPORTING PERSON Richard J. Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS
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	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 327,421
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 327,421
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 327,421
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14		TYPE OF REPORTING PERSON IN

CUSIP No. 55977T109

Page 10 of 20 Pages

1	NAME OF REPORTING PERSON Beth R. Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 25,000
			8	SHARED VOTING POWER 0
			9	SOLE DISPOSITIVE POWER 25,000
			10	SHARED DISPOSITIVE POWER 0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14		TYPE OF REPORTING PERSON IN

CUSIP No. 55977T109

Page 11 of 20 Pages

1	NAME OF REPORTING PERSON PL Capital/Focused Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (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	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 12,745
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 12,745
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,745
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%
14		TYPE OF REPORTING PERSON PN

CUSIP No. 55977T109

Page 12 of 20 Pages

Item 1.

Security and Issuer

This amended Schedule 13D relates to the common stock, par value $0.01 per share (“Common Stock”), of Magyar Bancorp, Inc. (the “Company” or “Bancorp”). The address of the principal executive offices of the Company is 400 Somerset Street, New Brunswick, NJ 08901.

Item 2.

Identity and Background

This amended Schedule 13D is being filed jointly by the parties identified below. All of the filers of this amended Schedule 13D are collectively the “PL Capital Group.” The joint filing agreement of the members of the PL Capital Group is attached to this filing as Exhibit 1.

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

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

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

PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund;

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

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

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

John W. Palmer and Richard J. Lashley, as Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC; and

Beth R. Lashley, as an individual. Beth R. Lashley is the spouse of Richard J. Lashley.

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

CUSIP No. 55977T109

Page 13 of 20 Pages

(1)

shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic and Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital: the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund, and (B) PL Capital Advisors: the investment advisor for Financial Edge Fund, Financial Edge Strategic and Focused Fund;

(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 (A) Goodbody/PL LLC: the General Partner of Goodbody/PL LP; and (B) PL Capital Advisors: the investment advisor for Goodbody/PL LP; and

(3)

shares of Common Stock held by Beth Lashley in record name.

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

The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC.

Beth Lashley is not employed.

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

(e) During the past five years, no member of the PL Capital Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

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

Item 3.

Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group owns 352,421 shares of Common Stock of the Company acquired at an aggregate cost of $3,469,592.

From time to time, members of the PL Capital Group may purchase Common Stock on margin provided by BNP Paribas Prime Brokerage Inc. (“BNP Paribas”) on such firms’ usual terms and conditions. All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the PL Capital Group. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing, no member of the PL Capital Group has margin from BNP or other loans outstanding secured by Common Stock.

CUSIP No. 55977T109

Page 14 of 20 Pages

The amount of funds expended by Financial Edge Fund to acquire the 161,561 shares of Common Stock it holds in its name is $1,594,570. Such funds were provided from Financial Edge Fund’s available capital.

The amount of funds expended by Financial Edge Strategic to acquire the 75,348 shares of Common Stock it holds in its name is $761,457. Such funds were provided from Financial Edge Strategic’s available capital.

The amount of funds expended by Focused Fund to acquire the 12,745 shares of Common Stock it holds in its name is $53,324. Such funds were provided from Focused Fund’s available capital.

The amount of funds expended by Goodbody/PL LP to acquire the 77,767 shares of Common Stock it holds in its name is $810,241. Such funds were provided from Goodbody/PL LP’s available capital.

The amount of funds expended by Beth Lashley to acquire the 25,000 shares of Common Stock she holds in her name is $250,000. Such funds were provided from Ms. Lashley’s personal funds.

Item 4.

Purpose of Transaction

This is the PL Capital Group’s first amendment to its Schedule 13D filing. The PL Capital Group owns 6.1% of the Company’s Common Stock, based upon the Company’s aggregate outstanding shares as of August 1, 2009. PL Capital Group’s intent is to influence the policies of the Company and assert PL Capital Group’s stockholder rights.

On October 7, 2009, Mr. Lashley sent a letter to the Company demanding a list of the stockholders of the Company and related stockholder information. A copy of the letter is attached as Exhibit 2.

On March 19, 2009, Messrs. Lashley and Palmer made a presentation to the Company’s board of directors on various strategic alternatives for the Company. A copy of the presentation is attached as Exhibit 3.

Unless otherwise noted in this amended 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. 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 ever 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.

CUSIP No. 55977T109

Page 15 of 20 Pages

Item 5.

Interest in Securities of the Company

The percentages used in this amended Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 5,767,434, reported as the number of outstanding shares as of August 1, 2009, in the Company’s Form 10-Q filed August 14, 2009.

The PL Capital Group made transactions in the Common Stock within the past 60 days as noted below:

(A)	Financial Edge Fund

(a)-(b)

See cover page.

(c)

Financial Edge Fund made the following purchases (and no sales) of Common Stock in the past 60 days:

Date	Number of Shares Purchased	Price per Share	Total Cost
09-29-09	2,500	$3.95	$9,913
10-02-09	1,788	$4.15	$7,471

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor 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.

CUSIP No. 55977T109

Page 16 of 20 Pages

(B)	Financial Edge Strategic

(a)-(b)

See cover page.

(c)

Financial Edge Strategic made no purchases or sales of Common Stock in the past 60 days.

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor 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 no sales or purchases of Common Stock during the past 60 days.

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Focused Fund, they 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. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Focused Fund with regard to those shares of Common Stock.

(D)	Goodbody/PL LP

(a)-(b)

See cover page.

(c)

Goodbody/PL LP made no purchases or sales of Common Stock in the past 60 days.

(d)

Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor 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. 55977T109

Page 17 of 20 Pages

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

(F)	PL Capital Advisors

(a)-(b)

See cover page.

(c)

PL Capital Advisors has made no purchases or sales of Common Stock directly.

(d)

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

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

(H)	Mr. John W. Palmer

(a)-(b)

See cover page.

(c)

Mr. Palmer did not purchase or sell any shares of Common Stock directly.

CUSIP No. 55977T109

Page 18 of 20 Pages

(I)	Mr. Richard J. Lashley

(a)-(b)

See cover page.

(c)

Mr. Lashley did not purchase or sell any shares of Common Stock directly.

(J)	Beth Lashley

(a)-(b)

See cover page.

(c)

Beth Lashley made no purchases or sales in the past 60 days.

Item 6.

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

With respect to Financial Edge Fund, Financial Edge Strategic and Focused Fund, PL Capital is entitled to an allocation of a portion of profits, if any. With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, PL Capital Advisors is entitled to a management fee based upon a percentage of total capital. With respect to Goodbody/PL LP, Goodbody/PL LLC is entitled to an allocation of a portion of profits, if any.

Other than the foregoing arrangements and relationships 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.
2	Demand Letter for Stockholder Records.
3	Presentation to Board of Directors.

CUSIP No. 55977T109

Page 19 of 20 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:

October 7, 2009

FINANCIAL EDGE FUND, L.P.

By:	PL CAPITAL, LLC
	General Partner


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

FINANCIAL EDGE-STRATEGIC FUND, L.P.

By:	PL CAPITAL, LLC
	General Partner


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

PL CAPITAL/FOCUSED FUND, L.P.

By:	PL CAPITAL, LLC
	General Partner


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

CUSIP No. 55977T109

Page 20 of 20 Pages

GOODBODY/PL CAPITAL, L.P.

By:	GOODBODY/PL CAPITAL, LLC
	General Partner


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

GOODBODY/PL CAPITAL, LLC


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

PL CAPITAL ADVISORS, LLC


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


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


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


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


By:	/s/ Beth Lashley
	Beth Lashley

EX-99.1 2 k162411_ex99-1.htm Unassociated Document

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:

October 7, 2009

FINANCIAL EDGE FUND, L.P.

By:	PL CAPITAL, LLC
	General Partner


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

FINANCIAL EDGE-STRATEGIC FUND, L.P.

By:	PL CAPITAL, LLC
	General Partner


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

PL CAPITAL/FOCUSED FUND, L.P.

By:	PL CAPITAL, LLC
	General Partner


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

GOODBODY/PL CAPITAL, L.P.

By:	GOODBODY/PL CAPITAL, LLC
	General Partner


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

GOODBODY/PL CAPITAL, LLC


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

PL CAPITAL ADVISORS, LLC


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


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


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


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


By:	/s/ Beth Lashley
	Beth Lashley

EX-99.2 3 k162411_ex99-2.htm Unassociated Document

Exhibit 2

Financial Edge Fund, L.P.

c/o Richard Lashley

PL Capital, LLC

20 East Jefferson Avenue

Suite 22

Naperville, IL 60540

October 7, 2009

Via Electronic Mail and Overnight Mail

To the Secretary of

Magyar Bancorp, Inc.

Ms. Karen LeBlon

400 Somerset Street

New Brunswick, NJ 08903

Re:

Access to Stockholder List and Demand to Inspect Stockholder Records

Pursuant to Section 220 of the Delaware General Corporation Law

Dear Ms. LeBlon:

The Financial Edge Fund, L.P. (the “Stockholder”) hereby certifies to Magyar Bancorp, Inc. (the “Company”) that as of the date of this letter the Stockholder beneficially owns 161,561 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Additionally, the Stockholder is as a member of the PL Capital Group, as noted in the PL Capital Group’s Schedule 13D filing with the Securities and Exchange Commission (“SEC”), and, as of the date of this letter, the PL Capital Group beneficially owns 352,421 shares of the Common Stock, or 6.1% of the total shares outstanding, as measured by the number of shares of Common Stock outstanding as of August 1, 2009 as disclosed in the Company’s most recent Form 10-Q filed August 14, 2009. Attached hereto as Exhibit A is documentary evidence of the Stockholder’s ownership and such documentary evidence is a true and correct copy of what it purports to be. The documentary evidence consists of a copy of the PL Capital Group’s initial Schedule 13D as filed with the SEC on September 21, 2009 and a copy of Amendment No. 1 to the PL Capital Group’s Schedule 13D, which will shortly be filed with the SEC.

Pursuant to Section 220 of the Delaware General Corporation Law, the Stockholder hereby demands (the “Demand”) an opportunity to inspect, and to make copies and extracts from, the following records and documents of the Company (the “Demand Materials”):

1. A complete record or list of the Company’s stockholders arranged in descending order by number of shares, certified by its transfer agent(s) and/or registrar(s), setting forth the name and address of each stockholder and the number of shares of Common Stock registered in the name of each such stockholder (a) as of the date hereof, and (ii) as of any record date for the 2010 Annual Meeting of Stockholders of the Company or any postponement, rescheduling, adjournment or continuation thereof, or any other meeting of stockholders held in lieu thereof the (the “Annual Meeting”) (each record date under the preceding sub-clauses is hereinafter referred to as a “Record Date”).

- 1 -

2. A CD, DVD or other electronic storage medium containing a list of the Company’s stockholders setting forth the name and addresses of each stockholder and number of shares of Common Stock registered in the name of each such stockholder as of the date hereof and as of any Record Date, together with any computer processing information that may be relevant or necessary to make use of such electronic medium, and a hard copy printout of such electronic medium for verification purposes.

3. All daily transfer sheets showing changes in the lists of the Company’s stockholders referred to in Item 1 above which are in or come into the possession of the Company or its transfer agent, or which can reasonably be obtained, pursuant to Rule 14b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from brokers, dealers, banks, clearing agencies, voting trusts or nominees of any central certificate depository system, from the date of such lists to the date of the Annual Meeting.

4. All information that is in, or that comes into the Company’s or its transfer agent’s possession or control, or which can reasonably be obtained, pursuant to Rule 14b-2 under the Exchange Act, from brokers, dealers, banks, clearing agencies, voting trusts or nominees of any central certificate depository system concerning the number and identity of, and the number of shares held by, the actual beneficial owners of the Common Stock, including (a) the Securities Position Listing and omnibus proxy issued by The Depository Trust Company (“DTC”) for any record date for the Annual Meeting; (b) all “Weekly Security Position Listing Daily Closing Balances” reports issued by DTC (and authorization for the Stockholder or its agents, to receive such reports directly); and (c) all lists (and computer media, processing data and printouts as described in Item 2 above) containing the name, address and number of shares of Common Stock attributable to any participant in any employee stock ownership, incentive, profit sharing, savings, retirement, stock option, stock purchase, restricted stock, dividend reinvestment or other comparable plan of the Company in which the decision whether to vote shares of Common Stock held by such plan is made, directly or indirectly, individually or collectively, by the participants in the plan and the method(s) by which the Stockholder or its agents may communicate with each such participant.

5. All lists, tapes, electronic files and other information that are in, or that come into, the possession or control of the Company, or that can reasonably be obtained, pursuant to Rules 14b-1 and 14b-2 under the Exchange Act, which set forth the names and addresses of, and the number of shares held by, the beneficial owners of the Common Stock, including, but not limited to, any list of non-objecting or consenting beneficial owners (“NOBO’s” or “COBO’s”) in the format of a printout and magnetic computer tape listing in descending order balance. If such information is not in the Company’s possession, custody or control, such information should be requested from Broadridge Financial Solutions, Inc. (formerly ADP Proxy Services) - Investor Communications Services.

6. A “stop transfer” list or “stop lists” relating to any shares of the Common Stock as of the dates of the lists referred to in Item 1 above.

- 2 -

7. Any and all omnibus proxies and correspondent participant listings with respect to all nominees and respondent banks which are currently in effect.

8. The information and records specified in Items 1, 2, 4, 5, 6, and 7 above as of any Record Date for stockholder action set by the Company’s Board of Directors, by operation of law or otherwise.

9. A copy of the report prepared by the Inspector of Elections showing the names of the Company’s stockholders and how such stockholders voted with respect to any matter(s) presented for consideration by the stockholders at the Company’s 2009 Annual Meeting of Stockholders held February 11, 2009.

10. A copy of the minutes of the Company’s 2009 Annual Meeting of Stockholders.

The Stockholder hereby further requests that modifications, additions to or deletions from any and all information in the Demand Materials through the date of the Annual Meeting be immediately furnished to it or its agents as such modifications, additions or deletions become available to the Company or its agents or representatives.

The Stockholder expects the Company to either deliver copies of the requested materials to it or its agents or representatives or make the materials available during the Company’s usual business hours. The Stockholder will forego the demand for inspection if the Company voluntarily furnishes to it or its agents or representatives all the information included in the Demand Materials.

The Stockholder will bear the reasonable costs incurred by the Company (including those of its transfer agent(s)) in connection with the production of the Demand Materials, including overnight delivery charges. Please advise PL Capital’s counsel, Phillip M. Goldberg of Foley & Lardner LLP, 321 North Clark Street, Chicago, Illinois 60610 (telephone number: 312-832-4549), of the total costs and we will provide you prompt payment.

The Stockholder makes this notification and demand to inspect, copy and make extracts of the Demand Materials in good faith and for the purpose of communicating with the Company’s stockholders, in compliance with applicable law, with respect to matters relating to their interests as stockholders, including, but not limited to, the election of Directors at the Annual Meeting.

Please advise Mr. Goldberg as promptly as practicable as to the time and place that the items requested above will be made available in accordance with this Demand. Please also advise such counsel immediately whether you voluntarily will supply the information requested by this Demand. In addition, if the Company believes that this Demand is incomplete or otherwise deficient in any respect, please contact such counsel immediately so that the Stockholder may promptly address any alleged deficiencies.

If you refuse to permit the inspection and copying demanded herein, or fail to respond to this Demand, within five business days from the date hereof, the Stockholder will conclude that this Demand has been refused and will take appropriate steps to secure its rights to examine and copy the Demand Materials.

- 3 -

Please also be advised that this Demand is not intended to constitute a request under Rule 14a-7 of the Exchange Act. The Stockholder intends to make its request pursuant to Rule 14a-7 by separate communication to the Company.

The Stockholder reserves the right to withdraw or modify this Demand at any time, and to make other demands of the Company whether pursuant to the Delaware General Corporation Law, other applicable law, or the Company’s articles of incorporation or bylaws.

Very truly yours,

FINANCIAL EDGE FUND, L.P.

By:

PL CAPITAL, LLC

General Partner

By:

/s/ Richard Lashley

Richard Lashley

Managing Member

cc:	Mr. Phillip Goldberg

Mr. John Palmer

- 4 -

DECLARATION

STATE OF NEW JERSEY

)

) ss.

COUNTY OF MORRIS

)

Richard Lashley, having been first duly sworn according to law, did depose, swear and say that he is a Managing Member of PL Capital, LLC, the general partner of Financial Edge Fund, L.P., that he is authorized to execute the foregoing demand for inspection pursuant to Section 220 of the Delaware General Corporation Law and to make the demand designation, authorizations and representations contained therein, and that the facts and statements contained in the foregoing demand for inspection are true and correct.

/s/ Richard Lashley

Richard Lashley

Sworn to and subscribed before me by Richard Lashley

this 7th day of October, 2009.

/s/ Diane S. Randazza

Notary Public

My Commission Expires: August 12, 2013

EX-99.3 4 k162411_ex99-3.htm Unassociated Document

Exhibit 3

SECOND STEP VALUATION AND POTENTIAL UPSIDE (WITH AND WITHOUT

EXTRAORDINARY CREDIT LOSSES)

SECOND STEP SCENARIOS (with and without credit losses)	Appraisal Market Value	Exchange Ratio	Sec Step Pro -forma Equity %	New Capital Raised in Second Step (1)	Pro-forma Equity after Second Step	Upside for Current Holders to a 5% Deposit Premium FROM ORIG IPO @$10.00 To 2012 (2)	Upside for Current Holders to a 5% Deposit Premium FROM CURRENT PRICE $3.00 To 2012 (3)
50% Price to TBV/No Credit Losses	$28 mil	0.493x	50%	$15 mil	$56 mil	+33% $13.28	+342% $13.28
50% Price to TBV/After $15 mil Credit Losses	$18 mil	0.317x	50%	$10 mil	$36 mil	-2% $9.80	+209% $9.80
65% Price to TBV/No Credit Losses	$40 mil	0.705x	65%	$22 mil	$62 mil	+43% $14.31	+377% $14.31
65% Price to TBV/After $15 mil Credit Losses	$26 mil	0.458x	65%	$14 mil	$40 mil	+5% $10.50	+250% $10.50

(1)	Based upon 3.2 mil MHC shares outstanding.

(2)

Measures potential return for a depositor who bought the first step offering at $10.00 per share; applies an 5% deposit premium on top of tangible book value for an assumed sale of the Company (must wait at least three years post second step to sell); includes NO stock buybacks, earnings or other book value growth which may increase the upside potential

(3)

Measures potential return for an existing MGYR holder (at today’s market value of $3.00); applies an 5% deposit premium on top of tangible book value for an assumed sale of the Company (must wait at least three years post second step to sell); includes NO effect from stock buybacks, earnings or other book value growth which may increase the upside potential

REMUTE TRANSACTION VALUATION AND POTENTIAL UPSIDE (WITHOUT

EXTRAORDINARY CREDIT LOSSES)

Current Minority Tangible Book Value Per Share	REMUTE Values (Price Per Share) (1)	Total Purchase Price (2)	Purchase Price to Equity % (total equity) (3)	Price to Adjusted Equity % (OTS Method) (4)	Implied Deposit Premium On Adjusted Equity (OTS Method) (5)	Upside for Current Holders to a REMUTE (FROM ORIG IPO @$10.00) (6)	Upside for Current Holders to a REMUTE (FROM CURRENT PRICE $3.00) (7)
$16.75 ($42.7 mil)	$10.00	$25 mil	58%	133%	1.6%	0% $10.00	+233% $10.00
$16.75 ($42.7 mil)	$12.00	$31 mil	73%	164%	3.2%	+20% $12.00	+300% $12.00
$16.75 ($42.7 mil)	$14.00	$36 mil	84%	190%	4.5%	+40% $14.00	+366% $14.00
$16.75 ($42.7 mil)	$16.00	$41 mil	96%	217%	5.7%	+60% $16.00	+433% $16.00
$16.75 ($42.7 mil)	$18.00	$46 mil	107%	243%	7.0%	+80% $18.00	+500% $18.00

(1)	Based upon PL Capital estimate of value that could be obtained in a “remute” as of Feb 2009 (assumes no extraordinary pretax credit losses with no offsetting tax benefit)

(2)	Equals remute purchase price per share times 2.549 million public shares outstanding

(3)	Equals the total remute purchase price divided by Magyar’s $42.7 million of equity as of 12/31/09

(4)

Even though the buyer does not have to pay for the MHC ownership % and the true economic purchase price multiples are shown in Column (3) above, the OTS looks at a remute as the purchase of the minority share of equity only (i.e. $42.7 million of equity times 44.3% minority shares outstanding = $18.9 million adjusted equity); therefore the OTS says that the pricing multiples have to be measured using that adjusted equity amount; the % shown is the total purchase price divided by the $18.9 million adjusted equity; the GAAP accounting for the merger also uses this method which results in a gross up of goodwill and capital; the OTS will not approve adjusted pricing multiples that exceed comparable whole company mergers

(5)

Even though the buyer does not have to pay for the MHC ownership % and the true economic purchase price multiples are shown in Column (3) above, the OTS looks at a remute as the purchase of the minority share of equity only (i.e. $42.7 million of equity times 44.3% minority shares outstanding = $18.9 million adjusted equity); therefore the OTS says that the pricing multiples have to be measured using that adjusted equity amount; the deposit premium % shown is the total purchase price minus the $18.9 million adjusted equity divided by the total deposits of $384 million; the OTS will not approve adjusted pricing multiples that exceed comparable whole company mergers

(6)	Equals the upside potential for a shareholder who bought the stock on the IPO at $10.00 and sells at the remute price shown

(7)	Equals the upside potential if a shareholder bought the stock at the recent price of $3.00 and sells at the remute price shown

REMUTE TRANSACTION VALUATION AND POTENTIAL UPSIDE (WITH

$15 MILLION OF EXTRAORDINARY CREDIT LOSSES)

Current Minority Tangible Book Value Per Share	REMUTE Values (Price Per Share) (1)	Total Purchase Price (2)	Purchase Price to Equity % (total equity) (3)	Price to Adjusted Equity % (OTS Method) (4)	Implied Deposit Premium On Adjusted Equity (OTS Method) (5)	Upside for Current Holders to a REMUTE (FROM ORIG IPO @$10.00) (6)	Upside for Current Holders to a REMUTE (FROM CURRENT PRICE $3.00) (7)
$10.86 ($32.7 mil)	$8.00	$20 mil	61%	138%	1.4%	-20% $8.00	+166% $8.00
$10.86 ($32.7 mil)	$10.00	$25 mil	76%	172%	2.7%	0% $10.00	+233% $10.00
$10.86 ($32.7 mil)	$12.00	$31 mil	95%	214%	4.3%	+20% $12.00	+300% $12.00
$10.86 ($32.7 mil)	$14.00	$36 mil	110%	248%	5.6%	+40% $14.00	+366% $14.00
$10.86 ($32.7 mil)	$16.00	$41 mil	125%	282%	6.9%	+60% $16.00	+433% $16.00

(1)	Based upon PL Capital estimate of value that could be obtained in a “remute” as of Feb 2009 (assumes $15 million of pretax credit losses and a $5 million tax benefit because the buyer will have the taxable income to absorb the losses)

(2)	Equals remute purchase price per share times 2.549 million public shares outstanding

(3)	Equals the total remute purchase price divided by Magyar’s $32.7 million of adjusted equity as of 12/31/09 (i.e. equity reduced by $15 million of pretax credit losses and $5 million tax benefit)

(4)

Even though the buyer does not have to pay for the MHC ownership % and the true economic purchase price multiples are shown in Column (3) above, the OTS looks at a remute as the purchase of the minority share of equity only (i.e. $32.7 million of equity times 44.3% minority shares outstanding = $14.5 million adjusted equity); therefore the OTS says that the pricing multiples have to be measured using that adjusted equity amount; the % shown is the total purchase price divided by the $14.5 million adjusted equity; the GAAP accounting for the merger also uses this method which results in a gross up of goodwill and capital; the OTS will not approve adjusted pricing multiples that exceed comparable whole company mergers

(5)

Even though the buyer does not have to pay for the MHC ownership % and the true economic purchase price multiples are shown in Column (3) above, the OTS looks at a remute as the purchase of the minority share of equity only (i.e. $32.7 million of equity times 44.3% minority shares outstanding = $14.5 million adjusted equity); therefore the OTS says that the pricing multiples have to be measured using that adjusted equity amount; the deposit premium % shown is the total purchase price minus the $14.5 million adjusted equity divided by the total deposits of $384 million; the OTS will not approve adjusted pricing multiples that exceed comparable whole company merger comparables

(6)	Equals the upside potential for a shareholder who bought the stock on the IPO at $10.00 and sells at the remute price shown

(7)	Equals the upside potential if a shareholder bought the stock at the recent price of $3.00 and sells at the remute price shown

TRANSACTION VALUE SUMMARY (SECOND STEP OR REMUTE WITH AND WITHOUT CREDIT LOSSES)	Value Per Share (in terms of current shares outstanding) In 2009	Value Per Share (in terms of current shares outstanding) In 2012++	Upside for Current Holders to a 5% Deposit Premium FROM ORIG IPO @$10.00 to 2012+	Upside for Current Holders to a 5% Deposit Premium FROM CURRENT Value 3+ years after a second step if the company sold for the deposit premium noted PRICE $3.00 to 2012+
Second Step @50% Price to TBV (no credit losses)	$4.93	$13.28	+33%	+342%	}	Value 3+ years after a second step if the company sold for the deposit premium noted
Second Step @50% Price to TBV (with $15 mil credit losses)	$3.17	$9.80	-2%	+209%	}
Second Step @65% Price to TBV (no credit losses)	$7.05	$14.31	+43%	+377%
Second Step @65% Price to TBV (with $15 mil credit losses)	$4.58	$10.50	+5%	+250%

REMUTE @$10.00 (no credit losses)	$10.00		0%	+233%
REMUTE @$12.00 (no credit losses)	$12.00		+20%	+300%
REMUTE @$14.00 (no credit losses)	$14.00		+40%	+366%	}	Estimated Value for a Remute today (with no credit losses)
REMUTE @$16.00 (no credit losses)	$16.00		+60%	+433%	}
REMUTE @$18.00 (no credit losses)	$18.00		+80%	+500%

REMUTE @$8.00 (with credit losses)	$8.00		-20%	+166%
REMUTE @$10.00 (with credit losses)	$10.00		0%	+233%
REMUTE @$12.00 (with credit losses)	$12.00		+20%	+300%	}	Estimated Value for a Remute today (with $15 mil pretax credit losses)
REMUTE @$14.00 (with credit losses)	$14.00		+40%	+366%	}
REMUTE @$16.00 (with credit losses)	$16.00		+60%	+433%

OBSERVATIONS:

Second step valuations are so low (likely 50% or lower price to pro forma TBV% if attempted today)that a second step is not advised

While the markets will likely eventually improve (4+ years??) Magyar’s credit issues will taint the appraisal and investor appetite

A REMUTE transaction is an attractive transaction because the buyer can pay a premium because they get 100% of the Company while only paying for the 44.3% owned by the minority shareholders

The REMUTE buyer can buy the whole company for less than book value which is still an attractive price for Magyar and its shareholders

The REMUTE buyer can absorb credit losses in the deal and still pay a credit adjusted purchase price that is attractive to both the buyer and Magyar and its shareholders

Because the total purchase price is likely to be at or below the total equity, the remute may be able to be done as a taxable transaction thereby giving the buyer full tax cost basis in the purchase price without causing Magyar or its shareholders to pay more tax (and the extra tax basis may result in a higher purchase price)

The HQ building may be a detriment to a remute/sale

The OTS pricing parameters can be met at prices under $18.00 in our view if they look at deposit premiums; it may be lower than $16.00 based upon price to tangible book value; exact measurement will have to be calculated using recent transaction comparables

The remute value can be obtained now, versus waiting for the second step valuations to recover and then waiting another three + years for a sale!!

The remute value (likely $12 to $16 per share) far exceeds the current value of a second step exchange ratio value in 2009 (likely $3 to $5 per share) and exceeds the ultimate value of a sale of the Company three years+ after a second step (likely total value in 2012+ of $10 to $13 per share)

GRAPHIC 6 logo.jpg GRAPHIC begin 644 logo.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#V?Q3XDL_" M/AR[UR_CGDM;79O2!07.YU08!('5AWKS?_AH[P?_`-`W7/\`OQ#_`/':Z#XV M_P#)(==_[=__`$HCKY`H`^S_``+\1]'^('V_^R;:^A^P^7YGVM$7._=C&UF_ MN'KCM5;7?BYX0\-ZU6Y`D5;=V`RH8<@8Z$5YQ^S+_S-/_;I_P"U MJX3XJVZ7?QMU.VD+!)KFWC8KU`,<8.*`/`O^@C<_\`@))_A74^%/&N MB>-+>YGT2>2:.W<)(7B*8)&1UK@/^&70+R\>[U"5(H'NI$9DD((W+A1T4,>AY`H`ZSQ+\5?"/A2]-CJ&I%[Q?OP M6R&1D_WL<`^Q.:/#/Q5$^*[U;'3]2V7C?<@N4,;/_NYX)]@. M/MNMZ^TTMC%+Y21JY5II2?;EOQ@^&5KX$>QUO0))HK&:;RC&T MA+02@;E*MUP0K'DY!'7T`/IC4]1MM(TJZU*\8K;6L332LJY(51DG`Z\5A>$_ MB#X>\:SW,.B7,LSVRJTN^%DP"2!UZ]#7':;XLD\8?L^:Q?W+A[Z'3KFVNF_O M2+&?F/N5*M^-<=^S3_R%?$/_`%PA_P#0FH`^BJY'Q3\2_#/@W4XM.UJZFBN9 M(1.JI`SC8690<@>JFNNKY@_:._Y*'I__`&"H_P#T;+0!ZK_POCP%_P!!&Y_\ M!)/\*V/#OQ1\,>*KNYM='N+BXGM[9KIT^SLI**0#C(Y.6'%>>^&O@%X5UGPK MI&J7&H:RL][90W$BQS1!0SH&(&8R<9/J:[CP5$M!\!ZS-JFEW>I33RV[6[+ M=2(RA2RMD;44YR@[^M`%CPY\5O"7BG6(]*TN_D:\D5F1)863=@9(!(Y.,G'L M:[2OE7XF:)=?#;XIV^N:8OEVUQ-]NM<<`,"/,C^F3^3@5[;XQ^(5II?PM/B: MPE`DOX%%B">?,<<<>J\D_P"Z:`)U^*_A.7Q+_P`(_!=SSZB;C[,(XK=V!?.# M\P&,`]3TXS7;5\\?L\>$#<7MWXNO8R5B)M[,N.KD?O'&?0';D?WF]*^AZ`.? M\;:5H^M^$+[3M?O_`+!IDWE^=<^/_`/"K/A!_T/O_ M`)6+3_XBO0/C;_R2'7?^W?\`]*(Z^0*`/K_X9>%?!_AG^U/^$4U[^U?M'E?: M?],AG\K;OV_ZL#&=S=>N/:O`/BY)-#\9-8DM\^>DT#1X&3N$4>.._-=_^S+_ M`,S3_P!NG_M:N*^)7_)>;W_K]M?_`$".@"W_`,+%^,G_`#TU/_P3Q_\`QJNG M^-MY?W?PO\%S:B7^UW"1S76]`A\TP@ME0!@Y9N,"OH.O,/CQH$VM?#J2YMU+ M2Z;,MT5'>,`J_P"0;=_P&@"?X%1HGPHTUE`R\L[-]?,8?R`H^.L:/\*-29\; MDE@9,^OF*/Y$URG[/7C"S.B7/AB[N(XKJ"8S6P=@OF(W+`9/)!!/T;V-,_:$ M\961T>V\+V5RDMS+,)[H1D$1HN=JD^I)!Q_L^XH`POA=(Y^"GC^,GY%AE8#W M,)S_`"%6?V:?^0KXA_ZX0_\`H35L>"]`ET7]G+7[B=&674K.YN]K=D,>U/S" M[O\`@5DZ+J>N/JNJ65@LL,0C-U<)$'(+9QN(S0!],5\P?M'?\E#T_ M_L%1_P#HV6O?_P#A._!__0UZ'_X,8?\`XJO`/VCO^2AZ?_V"H_\`T;+0!E:7 MX\^*]GI-E:Z<^HBQA@2.VV:5&X\L*`N&,9R,`)==\)W5UXJ,Y MODOGCC\^V6`^6(XR/E"KD9+W&TMY5M=QR-@=3A23B@#G/BOX/\` M^$Q\#75M!'NU"U_TFTQU+J#E?^!#(^I![5\LZ;/K?BE-%\'P3-)`ERWV6+LC M2$;B<=0,$^V6]:^WJ^2OAK_R7FR_Z_;K_P!`DH`^I-`T6U\.Z#9:19+B"TB$ M:^K8ZL?&[SQ=X$U+0["2".ZNO*V/.Q"#;*CG)`)Z*>U> M$?\`#./C#_H):'_W_F_^-5]/T4`>7_!_X<:Q\/\`^V?[6N;&;[=Y'E_9'=L; M/,SGQ!Q M2^$OV=H;&_AO/$NHQ7B1D-]CME(C9O1F."5]L#/Z5[K10!E>(M'_`+:\+:EH MT,B0?:[22W1]N0FY2H.!V&>E>%?\,TW_`/T,MM_X"M_\57T510!\Z_\`#--_ M_P!#+;?^`K?_`!5=I\3?A#=>/_$EOJL.KPV:Q6BVQC>$N20[MG((_O\`Z5ZM M10!\Z_\`#--__P!#+;?^`K?_`!5==\./@W=>!?%/]L3:S#=H;=X?+2`H?F(Y MR2?2O7**`"O'?"_P4N_#WQ!@\32:U!-''/+*8%@()WJPQG/;=Z=J]BHH`*** M*`,;Q?>7&G^"M>O;24Q7-OIUQ+%(.JNL;$'\"!7#_P!I>(--\%1S2WNLP7>H M:A:6@N-3^SNT$XC:*6-NCHPP0?J M":BN]+L;_37TZ\M(;BR=`C02J&4@=!@_04`>>+KFKZ?9ZQIG]JSWATS7+"SB MO90OF212O"71R``2-[*3C/-:WQ!NM8CN]$M-'DU,/QMG M:2&`YVHS=2.>]`'.>*KWQ-I5OX>^P75RLFK6ZZ4\=R8V>"Z=0RSMMX+*%DW; M?E)`P*ZSQ-?OH7@W4+J.Z*7$-J4AFD7>3,1MCX[DN5&.Y-6QH.EBST^T%G&( M-.=)+1.<0LJE5(^@)'XU9O["UU.QFL;Z!)[6=2DD3C(8>AH`Y+X9Z_=ZUX?E M@U&2XDU*RF>*Z\\#=&VYL1LP50S*`,D*!R.O6MG2[RXF\4Z];22LT-O]G\I# MT3?[S9)RW/4\FH+SP=X>U#78M;N]* M@FU.)D>.Y;.Y2ARI'/;`H`Y*W\;22?&>;1#J41L3&UDEEQN$ZQK+YOK@@NGU M6LC0O$>OS?$-()K_`%4VH>)W!#/UZD,WYF@#SN MPUS6X-;2^DUVXGCN?%%QI(TV1(S'Y(=P"AP&!4*#DGH,I3.T MCW.S+EF)+$$]"S8`%`''P7>OWOQ5U M6V2;6&TJRNH$"P/`+:,&WC<>9YN>1VQCWKO[KP3X;O=?77;G2+>35%D247+9W!TQM/7MM'Y M5<_X1W2/,+_88MYO?[0WNWCZ4`9OC?4;O3-(L9K.=H9)-4LX69 M<YYH`Y2XU; MQ+/\4[ZQTRXU22"UU"U1X?(0V26S0QM+O