-----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, LqwhzMdB3SCAS618poMATPSmh5MFp08Fimc5ILopEk5xfXktkG19Z+1Q7r9k7SwN VmkfljrwHrf7rYBYELuZqA== 0000897069-06-001909.txt : 20060814 0000897069-06-001909.hdr.sgml : 20060814 20060814165458 ACCESSION NUMBER: 0000897069-06-001909 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060814 DATE AS OF CHANGE: 20060814 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lake Shore Bancorp, Inc. CENTRAL INDEX KEY: 0001341318 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: X1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81734 FILM NUMBER: 061031527 BUSINESS ADDRESS: STREET 1: 125 EAST FOURTH STREET CITY: DUNKIRK STATE: NY ZIP: 14048 BUSINESS PHONE: 716-366-4070 MAIL ADDRESS: STREET 1: 125 EAST FOURTH STREET CITY: DUNKIRK STATE: NY ZIP: 14048 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 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 1 cmw2205.htm SCHEDULE 13D
CUSIP No. 510700107 Page 1 of 27 Pages 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

LAKE SHORE BANCORP, INC.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

510700107
(CUSIP Number)

Mr. John W. Palmer
PL Capital, LLC
20 East Jefferson Avenue
Suite 22
Naperville, IL 60540
(630) 848-1340
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 4, 2006
(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. 510700107 Page 2 of 27 Pages 
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

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 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

161,681
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

161,681
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

161,681
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.4%
14  


 TYPE OF REPORTING PERSON

PN

CUSIP No. 059690107 Page 3 of 27 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Financial Edge—Strategic 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 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

79,430
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

79,430
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

79,430
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.2%
14  


 TYPE OF REPORTING PERSON

PN

CUSIP No. 059690107 Page 4 of 27 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

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 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

77,721
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

77,721
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

77,721
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.2%
14  


 TYPE OF REPORTING PERSON

PN

CUSIP No. 059690107 Page 5 of 27 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

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

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 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

256,141
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

256,141
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

256,141
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.9%
14  


 TYPE OF REPORTING PERSON

PN

CUSIP No. 059690107 Page 6 of 27 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

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

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 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

77,721
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

77,721
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

77,721
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.2%
14  


 TYPE OF REPORTING PERSON

PN

CUSIP No. 059690107 Page 7 of 27 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

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


(a)   [X]
(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 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

336,532
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

336,532
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

336,532
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.1%
14  


 TYPE OF REPORTING PERSON

PN

CUSIP No. 059690107 Page 8 of 27 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

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 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

351,562
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

351,562
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

351,562
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.3%
14  


 TYPE OF REPORTING PERSON

IN

CUSIP No. 059690107 Page 9 of 27 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

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 		7


 SOLE VOTING POWER

8,300
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

352,562
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

8,300
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

352,562
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

352,562
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[  ]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.5%
14  


 TYPE OF REPORTING PERSON

IN

CUSIP No. 059690107 Page 10 of 27 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

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 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

17,700
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

17,700
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,700
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.3%
14  


 TYPE OF REPORTING PERSON

CO

CUSIP No. 059690107 Page 11 of 27 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

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 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

15,030
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

15,030
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,030
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%
14  


 TYPE OF REPORTING PERSON

PN

CUSIP No. 059690107 Page 12 of 27 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Peter Cocoziello
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 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

15,030
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

15,030
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,030
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%
14  


 TYPE OF REPORTING PERSON

IN

CUSIP No. 059690107 Page 13 of 27 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

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

Delaware
NUMBER OF

SHARES 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

15,030
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

15,030
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,030
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.2%
14  


 TYPE OF REPORTING PERSON

CO

CUSIP No. 059690107 Page 14 of 27 Pages   
1



 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Robin 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 		7


 SOLE VOTING POWER

0
BENEFICIALLY

OWNED 		8


 SHARED VOTING POWER

1,000
BY EACH

REPORTING 		9


 SOLE DISPOSITIVE POWER

0
PERSON WITH:

 10


 SHARED DISPOSITIVE POWER

1,000
11


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,000
12  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 
[X]
13  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

‹0.1%
14  


 TYPE OF REPORTING PERSON

IN

CUSIP No. 059690107 Page 15 of 27 Pages   

Item 1. Security and Issuer

        This Schedule 13D relates to the common stock, par value $0.01 per share (“Common Stock”), of Lake Shore Bancorp, Inc. (the “Company” or “Bancorp”). The address of the principal executive offices of the Company is 125 East Fourth Street, Dunkirk, New York 14048.

Item 2. Identity and Background

        This Schedule 13D is being filed jointly by the parties identified below. All of the filers of this 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 Offshore, Ltd., a Cayman Islands company (“PL Capital Offshore”);

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

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

  • 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 members of the Board of Directors of PL Capital Offshore;

  • Richard J. Lashley, as an individual, as a custodian for accounts under the Uniform Transfers to Minor Act (“UTMA”) held by his minor children Danielle Lashley and Caitlin Lashley, and as holder of certain discretionary authority over an account held by Dr. Robin Lashley, his sister;

CUSIP No. 059690107 Page 16 of 27 Pages   

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

  • Advance Capital Partners, LLC a New Jersey limited liability company (“Advance Capital Partners”); and

  • Mr. Peter Cocoziello, as President of Padco, which is the Managing Member of Advance Capital Partners.

  • Dr. Robin Lashley, as an individual.

        (a)-(c)     This statement is filed by Mr. John W. Palmer and Mr. Richard J. 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, and PL Capital Offshore, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital: the General Partner of Financial Edge Fund, and Financial Edge Strategic, and (B) PL Capital Advisors: the investment advisor for Financial Edge Fund, Financial Edge Strategic, and PL Capital Offshore; Messrs. Lashley and Palmer are also 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 (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 Mr. Lashley, as an individual, by Mr. Lashley as custodian for UTMA accounts held by his minor children Danielle Lashley and Caitlin Lashley and by Mr. Lashley as holder of certain discretionary authority over an account held by his sister, Dr. Robin Lashley.

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

        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 real estate investment and other investments.

CUSIP No. 059690107 Page 17 of 27 Pages   

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

        The principal employment of Mr. Cocoziello is real estate development and investment with Advance Realty Group, LLC, a real estate development and investment firm headquartered at 1430 State Highway 206, Suite 100, Bedminster, NJ 07921.

        The principal employment of Dr. Robin Lashley is college professor at Kent State University, Tuscarawas Campus, 330 University Drive NE, New Philadelphia, Ohio 44663.

        (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 360,862 shares of Common Stock of the Company acquired at an aggregate cost of $3,641,725.

        The amount of funds expended by Financial Edge Fund to acquire the 161,681 shares of Common Stock it holds in its name is $1,630,595. Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin provided by Bear Stearns Securities Corp. (“Bear Stearns”) on such firms’ usual terms and conditions.

        The amount of funds expended by Financial Edge Strategic to acquire the 79,430 shares of Common Stock it holds in its name is $801,488. Such funds were provided from Financial Edge Strategic’s available capital.

        The amount of funds expended by PL Capital Offshore to acquire the 17,700 shares of Common Stock it holds in its name is $179,160. Such funds were provided from PL Capital Offshore’s available capital and margin provided by Bear Stearns on such firms’ usual terms and conditions.

        The amount of funds expended by Goodbody/PL LP to acquire the 77,121 shares of Common Stock it holds in its name is $784,429. Such funds were provided from Goodbody/PL LP’s available capital.

        The amount of funds expended by Advance Capital Partners to acquire the 15,030 shares of Common Stock it holds in its name is $152,404. Such funds were provided from Advance Capital Partner’s available capital.

CUSIP No. 059690107 Page 18 of 27 Pages   

        The amount of funds expended by Mr. Lashley to acquire the 6,300 shares of Common Stock he holds in his name is $63,439. Such funds were provided from Mr. Lashley’s personal funds.

        The amount of funds expended by Caitlin Lashley’s UTMA to acquire the 1,000 shares of Common Stock it holds is $10,070. Such funds were provided from Caitlin Lashley’s personal funds.

        The amount of funds expended by Danielle Lashley’s UTMA to acquire the 1,000 shares of Common Stock it holds is $10,070. Such funds were provided from Danielle Lashley’s personal funds.

        The amount of funds expended by Dr. Robin Lashley to acquire the 1,000 shares of Common Stock she holds in her name is $10,070. Such funds were provided from Dr. Lashley’s personal funds.

        Any purchases of Common Stock made by members of the PL Capital Group using funds borrowed from Bear Stearns, 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 PL Capital Offshore, has margin or other loans outstanding secured by Common Stock.

Item 4. Purpose of Transaction

        This is the PL Capital Group’s initial Schedule 13D filing. The PL Capital Group owns 5.5% of the Company, based upon the Company’s aggregate outstanding shares. PL Capital Group’s investment in the Company is for investment purposes only.

        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.

        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.

CUSIP No. 059690107 Page 19 of 27 Pages   

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, 6,612,500, reported as the number of outstanding shares as of April 30, 2006, in the Company’s Form 10-Q filed May 15, 2006.

        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 sales of Common Stock in the past 60 days:

Date
 Number of Shares
Purchased/(Sold)
 Price Per Share ($)
 Total (Proceeds)/Cost($)
2006-06-07   7,667 10.02 $      76,907
2006-06-09   3,000 10.05 $      30,229
2006-06-14   1,185 9.95 $      11,816
2006-06-26   6,950 9.96 $      69,300
2006-06-27   7,500 10.08 $      75,794
2006-06-30   2,674 10.07 $      26,996
2006-07-05   5,000 10.01 $      50,187
2006-07-10   7,000 10.02 $      70,295
2006-07-11      567 10.02 $        5,708
2006-07-13   1,000 10.02 $      10,044
2006-07-17   7,000 10.05 $      70,509
2006-07-18   7,025 10.11 $      71,159
2006-07-20   4,000 10.04 $      40,255
2006-07-21 10,500 10.08 $    106,098
2006-07-24 25,000 10.07 $    252,343
2006-07-25   2,000 10.07 $      20,173
2006-07-26   5,200 10.07 $      52,469
2006-07-27   4,500 10.07 $      45,546
2006-08-07   7,400 10.19 $      75,546
2006-08-11   3,500 10.09 $      35,505

  (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. 059690107 Page 20 of 27 Pages   

(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 ($)
 Total (Proceeds)/Cost($)
2006-06-09   3,785 10.05 $      38,134
2006-06-19   1,000 9.95 $        9,974
2006-06-26   3,475 9.96 $      34,657
2006-06-27   3,800 10.08 $      38,410
2006-07-05   3,000 10.01 $      30,118
2006-07-06   4,000 10.03 $      40,195
2006-07-14   4,500 10.02 $      45,195
2006-07-17   2,000 10.05 $      20,156
2006-07-18   3,000 10.11 $      30,397
2006-07-21   6,000 10.08 $      60,634
2006-07-24 12,604 10.07 $    127,228
2006-07-27   2,300 10.07 $      23,286
2006-07-27      200 10.07 $        2,033
2006-08-03   4,500 10.14 $      45,738
2006-08-10   1,700 10.09 $      17,253

  (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) PL Capital Offshore

  (a)-(b) See cover page.

  (c) PL Capital Offshore has made the following purchases or sales of Common Stock in the past 60 days:

CUSIP No. 059690107 Page 21 of 27 Pages   

Date
 Number of Shares
Purchased/(Sold)
 Price Per Share ($)
 Total (Proceeds)/Cost($)
2006-06-26 2,000   9.96 $      19,953
2006-06-28 1,900 10.05 $      19,148
2006-07-05 2,000 10.01 $      20,084
2006-07-21 3,000 10.08 $      30,324
2006-08-04 6,800 10.15 $      69,375

  (d) PL Capital Advisors is the investment advisor for PL Capital Offshore. Because Messrs. Palmer and Lashley are the Managing Members of PL Capital Advisors, and members of the Board of Directors of PL Capital Offshore, they 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.

(D) 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 ($)
 Total (Proceeds)/Cost($)
2006-06-09 4,000 10.05 $      40,300
2006-06-26 3,475   9.96 $      34,657
2006-06-27 3,800 10.08 $      38,410
2006-06-29 2,500 10.05 $      25,190
2006-07-05 2,627 10.01 $      26,375
2006-07-10 2,300 10.02 $      23,107
2006-07-14 4,598 10.02 $      46,179
2006-07-17 1,880 10.05 $      18,948
2006-07-18 3,000 10.11 $      30,397
2006-07-19 1,950 10.05 $      19,652
2006-07-21 8,000 10.07 $      80,975
2006-07-24 9,000 10.07 $      90,853
2006-07-27 2,300 10.07 $      23,286
2006-08-03 4,625 10.14 $      47,008

  (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. 059690107 Page 22 of 27 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 disposition 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, PL Capital Offshore 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. In addition, Mr. Palmer and Mr. Lashley are members of PL Capital Offshore’s Board of Directors. Therefore, PL Capital Advisors 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, PL Capital Offshore 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.

CUSIP No. 059690107 Page 23 of 27 Pages   

(H) Mr. John W. Palmer

  (a)-(b) See cover page.

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

(I) Mr. Richard J. Lashley

  (a)-(b) See cover page.

  (c) Mr. Lashley purchased 1,300 shares of Common Stock on July 19, 2006 at a price of $10.07 and a total cost of $13,075, and 5,000 shares of Common Stock on July 20, 2006 at a price of $10.05 and a total cost of $50,364. The UTMA account for Mr. Lashley’s minor child Danielle Lashley purchased 1,000 shares of Common Stock on June 9, 2006 at a price of $10.06 and a total cost of $10,070. The UTMA account for Mr. Lashley’s minor child Caitlin Lashley purchased 1,000 shares of Common Stock on June 9, 2006 at a price of $10.06 and a total cost of $10,070. Dr. Robin Lashley purchased 1,000 shares of Common Stock on June 9, 2006 at a price of $10.06 and a total cost of $10,070.

(J) Advance Capital Partners

  (a)-(b) See cover page.

  (c) Advance Capital Partners made the following purchases and sales of Common Stock in the past 60 days:

Date
 Number of Shares
Purchased/(Sold)
 Price Per Share ($)
 Total (Proceeds)/Cost($)
2006-08-08      30 10.09 $     304
2006-08-09 6,000 10.09 $60,840
2006-08-10 9,000 10.09 $91,260

(K) Padco Management

  (a)-(b) See cover page.

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

  (d) Padco is the Managing Member of Advance Capital Partners and it has the power to direct the affairs of Advance Capital Partners. Therefore, Padco 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. 059690107 Page 24 of 27 Pages   

(L) Mr. Peter Cocoziello

  (a)-(b) See cover page.

  (c) Mr. Cocoziello has made no purchases or sales of Common Stock directly.

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

(M) Dr. Robin Lashley

  (a)-(b) See cover page.

  (c) Dr. Robin Lashley purchased 1,000 shares of Common Stock on June 9, 2006 at a price of $10.06 and a total cost of $10,070.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities ofthe Company.

        With respect to Financial Edge Fund and Financial Edge Strategic, PL Capital is entitled to an allocation of a portion of profits, if any. With respect to Financial Edge Fund, Financial Edge Strategic, PL Capital Offshore 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. With respect to PL Capital Offshore, PL Capital Advisors is entitled to a portion of profits, if any.

        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. 059690107 Page 25 of 27 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: August 11, 2006

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 OFFSHORE, LTD.  

 		 By:  PL CAPITAL ADVISORS, LLC
        Investment Advisor

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

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Director Director
CUSIP No. 059690107 Page 26 of 27 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

CUSIP No. 059690107 Page 27 of 27 Pages   

ADVANCE CAPITAL PARTNERS  

 		 By:  Padco Management Corp.
          Managing Member

 		 By:  Peter Cocoziello
        Peter Cocoziello
        President
PADCO MANAGEMENT CORP.  

 		 By:  /s/ Peter Cocoziello
        Peter Cocoziello
        President
By: /s/ John W. Palmer
John W. Palmer
By: /s/ Richard J. Lashley
Richard J. Lashley
By: /s/ Robin Lashley
Robin Lashley
By: /s/ Peter Cocoziello
Peter Cocoziello

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: August 11, 2006

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 OFFSHORE, LTD.  

 		 By:  PL CAPITAL ADVISORS, LLC
        Investment Advisor

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

 		 By:  /s/ John W. Palmer /s/ Richard J. Lashley
        John W. Palmer Richard J. Lashley
        Director Director
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
ADVANCE CAPITAL PARTNERS  

 		 By:  Padco Management Corp.
          Managing Member

 		 By:  Peter Cocoziello
        Peter Cocoziello
        President
PADCO MANAGEMENT CORP.  

 		 By:  /s/ Peter Cocoziello
        Peter Cocoziello
        President
By: /s/ John W. Palmer
John W. Palmer
By: /s/ Richard J. Lashley
Richard J. Lashley
By: /s/ Robin Lashley
Robin Lashley
By: /s/ Peter Cocoziello
Peter Cocoziello
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