Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FY7w5ai+xR7bD4ewZIhS99FP1etqMwNT5SHvluEFl1NxaUrxzpdZygESQuMHCtD7 ot7j6ri2Vpg9TSpL4/YEYg== 0001193125-09-143677.txt : 20090702 0001193125-09-143677.hdr.sgml : 20090702 20090702160738 ACCESSION NUMBER: 0001193125-09-143677 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090702 DATE AS OF CHANGE: 20090702 GROUP MEMBERS: STEPHANIE RICCIARDI FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ricciardi Christopher CENTRAL INDEX KEY: 0001386363 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 135 EAST 57TH STREET STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALESCO FINANCIAL INC CENTRAL INDEX KEY: 0001270436 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 161685692 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79769 FILM NUMBER: 09927517 BUSINESS ADDRESS: STREET 1: CIRA CENTRE, 2929 ARCH STREET STREET 2: 17TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19104 BUSINESS PHONE: 215-701-9555 MAIL ADDRESS: STREET 1: CIRA CENTRE, 2929 ARCH STREET STREET 2: 17TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19104 FORMER COMPANY: FORMER CONFORMED NAME: SUNSET FINANCIAL RESOURCES INC DATE OF NAME CHANGE: 20031117 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

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

ALESCO FINANCIAL INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $.001 PER SHARE

(Title of Class of Securities)

014485106

(CUSIP Number)

Christopher Ricciardi

135 East 57^th Street, 21^st Floor

New York, New York 10022

(646) 673-8000

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

June 22, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

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

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

(Page 1 of 15 Pages)

CUSIP NO.

014485106

SCHEDULE 13D

PAGE 2 OF 15 PAGES


1		NAME OF REPORTING PERSON Christopher Ricciardi
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ¨ (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS SC; PF; 00
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 215,210
	8	SHARED VOTING POWER 3,724,209
	9	SOLE DISPOSITIVE POWER 163,022
	10	SHARED DISPOSITIVE POWER 3,724,209

CUSIP NO.

014485106

SCHEDULE 13D

PAGE 3 OF 15 PAGES


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,939,419
12		CHECK BOX, IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5%
14		TYPE OF REPORTING PERSON IN

CUSIP NO.

014485106

SCHEDULE 13D

PAGE 4 OF 15 PAGES


1		NAME OF REPORTING PERSON Stephanie Ricciardi
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) ¨ (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS PF; OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 3,220,209
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 3,220,209

CUSIP NO.

014485106

SCHEDULE 13D

PAGE 5 OF 15 PAGES


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,220,209
12		CHECK BOX, IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4%
14		TYPE OF REPORTING PERSON IN

CUSIP NO.

014485106

SCHEDULE 13D

PAGE 6 OF 15 PAGES

Item 1.

Security and Issuer.

This statement relates to the Common Stock, par value $0.001 (the “Shares”), of Alesco Financial Inc., a Maryland corporation (the “Company”). The address of the principal executive offices of the Company is Cira Centre, 2929 Arch Street, 17th Floor, Philadelphia, Pennsylvania 19104-2870.

Item 2.

Identity and Background.

This statement is being filed by (1) Christopher Ricciardi, a U.S. citizen, and (2) Stephanie Ricciardi, a U.S. citizen. Mr. Ricciardi and Mrs. Ricciardi are husband and wife. The business address of Mr. Ricciardi is 135 East 57th Street, 21st Floor, New York, New York 10022. Mr. Ricciardi is the Chief Executive Officer and President of Cohen Brothers, LLC, a Delaware limited liability company d/b/a Cohen & Company (“Cohen”), with an address at Cira Centre, 2929 Arch Street, 17th Floor, Philadelphia, Pennsylvania 19104-2870. Mrs. Ricciardi is not employed and has an address c/o Mr. Ricciardi at 135 East 57th Street, 21st Floor, New York, New York 10022.

During the last five years, each of Mr. Ricciardi and Mrs. Ricciardi has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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, U.S. federal or state securities laws or finding any violation with respect to such laws.

CUSIP NO.

014485106

SCHEDULE 13D

PAGE 7 OF 15 PAGES

Item 3.

Source and Amount of Funds or Other Consideration

From November 2006 to August 2008, Mr. Ricciardi and/or Mrs. Ricciardi acquired 790,830 Shares in open market transactions. The source of funds for payment of the purchase price of the these Shares was personal funds and the aggregate purchase price for these Shares was $2,246,135.

Mr. Ricciardi acquired 168,750 restricted Shares from the Company under its equity incentive plan (52,188 of such restricted Shares have yet to vest).

Mr. Ricciardi may be deemed the beneficial owner of 46,460 Shares held by The Christopher Ricciardi Irrevocable Retained Annuity Trust U/A/D January 16, 2008 as a result of his right to re-acquire such Shares at any time. The source of funds for payment of the purchase price of the these Shares was personal funds and the aggregate purchase price for these Shares was $173,124.

Mr. Ricciardi may be deemed the beneficial owner of 504,000 Shares held by Cohen as a result of his position on the Board of Managers of Cohen.

Mr. Ricciardi and Mrs. Ricciardi may each be deemed the beneficial owner of 37,500 Shares held by The Ricciardi Family Foundation as a result of their position on the Board of Directors of the foundation. The foundation paid for such Shares out of its funds and the aggregate purchase price for 17,500 of these Shares was $131,803. The remaining Shares were acquired by The Ricciardi Family Foundation in the past 60 days in open market transactions, as set forth below:


Acquisition Date	Number of Shares	Per Share Price	Purchase Price
06/04/09	10,000	$0.7098	$7,098.00
06/05/09	10,000	$0.7400	$7,400.00

Mr. Ricciardi and Mrs. Ricciardi acquired the Shares set forth below in open market transactions. The source of funds for payment of the purchase price of these Shares was personal funds.


Acquisition Date	Number of Shares	Per Share Price	Purchase Price
06/04/09	720,000	$0.6965	$501,480.00
06/05/09	300,000	$0.6900	$207,240.00
06/08/09	13,100	$0.7141	$ 9,354.71
06/08/09	400,648	$0.7401	$296,519.58

Pursuant to the Rule 10b5-1 Purchase Plan (as defined in Item 4 below), Mr. Ricciardi and Mrs. Ricciardi acquired the Shares set forth below in open market transactions. The source of funds for payment of the purchase price of these Shares was personal funds.

CUSIP NO.

014485106

SCHEDULE 13D

PAGE 8 OF 15 PAGES


Acquisition Date	Number of Shares	Per Share Price	Purchase Price
06/16/09	27,000	$0.8000	$ 21,600.00
06/17/09	82,878	$0.8000	$ 66,302.40
06/18/09	29,200	$0.8000	$ 23,360.00
06/19/09	3,500	$0.8000	$ 2,800.00
06/22/09	100,000	$0.7300	$ 73,000.00
06/22/09	100,000	$0.7400	$ 74,000.00
06/22/09	453,253	$0.7500	$339,939.75
06/22/09	162,300	$0.8000	$129,840.00

Item 4.

Purpose of the Transaction.

(a)-(j) The Shares covered by this Schedule 13D were acquired for investment purposes and/or for the purpose of voting for the proposal to approve the issuance of the Shares and the Series A Preferred Stock (as defined below) pursuant to the Merger Agreement (as defined below).

The intent to vote for the proposal to approve the issuance of the Shares and the Series A Preferred Stock pursuant to the Merger Agreement may change in the future and the reasons for continuing the investment in the Company may also change in the future. Additional Shares may be acquired or Shares covered by this Schedule 13D may be disposed of in open market or other transactions, and different plans may develop with respect to any such Shares.

The Company entered into an Agreement and Plan of Merger, dated as of February 20, 2009 and amended on June 1, 2009, by and among the Company, Alesco Financial Holdings, LLC and Cohen (the “Merger Agreement”). The Merger Agreement is filed herewith as Exhibit 2, and the description of the Merger Agreement contained herein is qualified in its entirety by reference to such Exhibit 2, which is incorporated herein by reference. Pursuant to the Merger Agreement, Alesco Financial Holdings, LLC will merge with and into Cohen, with Cohen as the surviving entity (the “Business Combination”). The completion of the Business Combination requires the completion of a 1-for-10 reverse stock split of the outstanding Shares.

Pursuant to the Merger Agreement, each Cohen Class A membership unit, together with one Cohen Class B membership unit, will have the right to either (1) receive 0.57372 shares of Company common stock (post-reverse stock split), or (2) retain 0.57372 recapitalized membership units in Cohen. Following the Business Combination, Cohen will be a majority owned subsidiary of the Company and hold substantially all of the assets of the Company and Cohen. The Company will retain certain liabilities in connection with the Business Combination.

For the Company, the affirmative vote of a majority of the votes cast by holders of Shares is required to approve the issuance of Shares and Series A Preferred Stock and the other transactions contemplated by the Merger Agreement, provided that the number of votes cast on the matter represents over 50% in interest of all securities entitled to vote on the matter. The Company’s board members and executive officers have each indicated a present intention to vote, or cause to be voted, any Shares held by such board members or executive officers for the approval of the issuance of Shares and Series A preferred stock and the other transactions contemplated by the Merger Agreement.

CUSIP NO.

014485106

SCHEDULE 13D

PAGE 9 OF 15 PAGES

Approval by Cohen of the Merger Agreement and the transactions contemplated by the Merger Agreement requires the affirmative vote of a majority of the voting power of the Cohen Class B membership units and Cohen Class C membership units, taken as a single class, present in person or by proxy and entitled to vote at the meeting to consider approval of the Merger Agreement and the transactions contemplated by the Merger Agreement. Certain members of Cohen, including Mr. Ricciardi, have entered into voting agreements applicable to membership units representing the power to vote approximately 73.5% of the Cohen Class B membership units and 100% of the Cohen Class C membership units, which will be voted for the approval of the Merger Agreement and the transactions contemplated by the Merger Agreement. As a result of the voting agreements, the approval by Cohen members of the Merger Agreement and the transactions contemplated by the Merger Agreement is assured.

The completion of the Business Combination also requires that the Company create two new series of preferred stock: Series A Voting Convertible Preferred Stock (“Series A Preferred Stock”), and Series B Voting Non-Convertible Preferred Stock (“Series B Preferred Stock”). The forms of articles supplementary setting forth the terms of the Series A Preferred Stock and the Series B Preferred Stock are filed herewith as Exhibit 3 and Exhibit 4, respectively, and the description of the Series A Preferred Stock and the Series B Preferred Stock contained herein is qualified in its entirety by reference to Exhibit 3 and Exhibit 4, respectively, which is incorporated herein by reference. The Series A Preferred Stock will be issued to an entity wholly owned by Daniel G. Cohen in the Business Combination in exchange for its Class C membership units and will entitle Mr. Cohen to elect a number equal to at least one-third (but less than a majority) of the total number of directors on the Company’s Board of Directors but will carry no economic rights. Beginning in July 2010, the entity wholly owned by Daniel G. Cohen may convert the Series A Preferred Stock into 4,983,557 shares of Series B Preferred Stock which carry no economic rights but will entitle Mr. Cohen through such entity to vote with holders of Shares on all matters presented to them, on the basis of one vote per share of Series B Preferred Stock. It is expected that the voting power of the Series B Preferred Stock will initially represent approximately 31.9% of the voting power of all of the outstanding Shares.

The Merger Agreement provides that, following the Business Combination, the Company’s Board of Directors will consist of ten directors, four of whom will initially be designated by the Company and six of whom will initially be designated by Cohen, all as set forth in the Merger Agreement.

The Company is a real estate investment trust (“REIT”). United States federal income tax law requires that a REIT distribute annually at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain. Therefore, for taxable years prior to 2009, in order to qualify as a REIT, the Company had to pay out substantially all of its taxable income, if any, to its stockholders. As a result of the Business Combination, the Company does not expect to qualify as a REIT and does not expect to pay dividends for the foreseeable future.

CUSIP NO.

014485106

SCHEDULE 13D

PAGE 10 OF 15 PAGES

On June 9, 2009, Mr. Ricciardi entered into a Rule 10b5-1 Stock Purchase Plan (the “10b5-1 Purchase Plan”) with Morgan Stanley Smith Barney, LLC (“MSSB”) for the purpose of establishing a trading plan to effect purchases of Shares in compliance with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended. Under the 10b5-1 Purchase Plan, MSSB has the authority to purchase Shares in the open market, at the prices and amounts set forth in the 10b5-1 Purchase Plan. The 10b5-1 Purchase Plan permits purchases of Shares from June 10, 2009 through the earlier of (1) August 9, 2009, and (2) the record date of the Company’s annual meeting held for the purpose of voting on the proposal to approve the issuance of the Shares and the Series A Preferred Stock pursuant to the Merger Agreement. The 10b5-1 Purchase Plan is filed herewith as Exhibit 5, and the description of the 10b5-1 Purchase Plan contained herein is qualified in its entirety by reference to such Exhibit 5, which is incorporated herein by reference.

Other than as listed above, neither Mr. Ricciardi nor Mrs. Ricciardi has any plans or proposals which relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.

CUSIP NO.

014485106

SCHEDULE 13D

PAGE 11 OF 15 PAGES

Item 5.

Interest in Securities of the Issuer.

(a)–(b)

Number of Shares of Common Stock with Sole Voting Power

Christopher Ricciardi—215,210

Stephanie Ricciardi—0

Includes 52,188 restricted Shares that have yet to vest under the Company’s equity incentive plan; 12,188 of such restricted Shares will vest, pro rata, in three installments from July 31, 2009 until January 31, 2010 and 40,000 of such restricted shares will vest, pro rata, in four installments from July 31, 2009 until April 30, 2010.

Includes 46,460 Shares held by The Christopher Ricciardi Irrevocable Retained Annuity Trust U/A/D January 16, 2008, which Mr. Ricciardi may be deemed the beneficial owner of as a result of his ability to re-acquire such Shares.

Number of Shares of Common Stock with Sole Dispositive Power

Christopher Ricciardi—163,022

Stephanie Ricciardi—0

Number of Shares of Common Stock with Shared Voting and Dispositive Power

Christopher Ricciardi—3,724,209

Stephanie Ricciardi—3,220,209

With respect to Mr. Ricciardi and Mrs. Ricciardi, these amounts include 37,500 Shares held by The Ricciardi Family Foundation, of which Mr. Ricciardi and Mrs. Ricciardi may each be deemed a beneficial owner. Mr. Ricciardi and Mrs. Ricciardi disclaim any interest in these Shares beyond each of their pecuniary interest therein. The Board of Directors of The Ricciardi Family Foundation is comprised of Christopher Ricciardi, Stephanie Ricciardi and Peter Ricciardi. Accordingly, Mr. Ricciardi and Mrs. Ricciardi may be deemed to share voting or dispositive power with each other and Mr. Peter Ricciardi. Mr. Peter Ricciardi, a U.S. citizen, is principal of Quaker Capital and has a business address at 57 Old Post Road, #2, Greenwich, CT 06830. During the last five years, Mr. Peter Ricciardi has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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, U.S. federal or state securities laws or finding any violation with respect to such laws.

CUSIP NO.

014485106

SCHEDULE 13D

PAGE 12 OF 15 PAGES

With respect to Mr. Ricciardi and Mrs. Ricciardi, these amounts include 2,811,134 Shares held jointly by Mr. Ricciardi and Mrs. Ricciardi.

With respect to Mr. Ricciardi and Mrs. Ricciardi, these amounts include 371,575 Shares held by Mrs. Ricciardi, of which Mr. Ricciardi may be deemed a beneficial owner.

With respect to Mr. Ricciardi only, his amount includes 504,000 Shares held by Cohen, of which Mr. Ricciardi may be deemed to be a beneficial owner. Mr. Ricciardi disclaims any interest in the 504,000 Shares beyond his pecuniary interest therein. The Board of Managers of Cohen is comprised of Messrs. Ricciardi and Cohen, and James J. McEntee, III. As the management of the business and affairs of Cohen is vested in the Board of Managers, Mr. Ricciardi may be deemed to share voting or dispositive power with Messrs. Cohen and McEntee. Mr. Cohen, a U.S. citizen, is the Chairman of the Board of Managers of Cohen and Chairman of the Board of Directors of the Company and has the same business address as Cohen. Mr. McEntee, a U.S. citizen, is the Chief Operating Officer of Cohen and Chief Executive Officer of the Company and has same business address as Cohen. During the last five years, Messrs. Cohen and McEntee have not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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, U.S. federal or state securities laws or finding any violation with respect to such laws.

Aggregate Number of Shares of Common Stock Beneficially Owned

Christopher Ricciardi—3,939,419

Stephanie Ricciardi—3,220,209

Percentage of Class Beneficially Owned

Christopher Ricciardi—6.5%

Stephanie Ricciardi—5.4%

The percentages used herein are based on 60,169,240 Shares outstanding, as provided by the Company to be issued and outstanding as of June 30, 2009.

CUSIP NO.

014485106

SCHEDULE 13D

PAGE 13 OF 15 PAGES

(c) Except as described in Item 3 above, there have been no transactions in the Shares by Mr. Ricciardi or Mrs. Ricciardi during the last 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

The information in Item 4 is incorporated by reference herein.

CUSIP NO.

014485106

SCHEDULE 13D

PAGE 14 OF 15 PAGES

Item 7.

Material to be Filed as Exhibits.


Exhibit Number		Description

1		Joint Filing Agreement as of July 1, 2009 between Christopher Ricciardi and Stephanie Ricciardi

2		Agreement and Plan of Merger, dated as of February 20, 2009, by and among Alesco Financial Inc., Fortune Merger Sub, LLC and Cohen Brothers, LLC (including Amendment No. 1 to Agreement and Plan of Merger, dated as of June 1, 2009, by and among Alesco Financial Inc., Fortune Merger Sub, LLC, Alesco Financial Holdings, LLC and Cohen Brothers, LLC) (incorporated by reference to Annex A to the Registration Statement on Form S-4 filed by the Company with the Securities and Exchange Commission on June 2, 2009).

3		Form of Alesco Financial Inc. Articles Supplementary Series A Voting Convertible Preferred Stock (incorporated by reference to Annex C-1 to the Registration Statement on Form S-4 filed by the Company with the Securities and Exchange Commission on June 2, 2009).

4		Form of Alesco Financial Inc. Articles Supplementary Series B Voting Non-Convertible Preferred Stock (incorporated by reference to Annex C-2 to the Registration Statement on Form S-4 filed by the Company with the Securities and Exchange Commission on June 2, 2009).

5		Rule 10b5-1 Stock Purchase Plan, dated June 9, 2009, by and between Morgan Stanley Smith Barney, LLC and Christopher Ricciardi

CUSIP NO.

014485106

SCHEDULE 13D

PAGE 15 OF 15 PAGES

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 1, 2009

/s/ Christopher Ricciardi

Christopher Ricciardi

/s/ Stephanie Ricciardi

Stephanie Ricciardi

EX-99.1 2 dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 1

JOINT FILING AGREEMENT

This JOINT FILING AGREEMENT, dated as of July 1, 2009, is made by and between Christopher Ricciardi and Stephanie Ricciardi. Mr. and Mrs. Ricciardi are collectively referred to herein as the “Parties” and each individually as a “Party.” Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the Parties hereby acknowledge and agree that the Schedule 13D is filed on behalf of each such Party and that all subsequent amendments to the Statement on Schedule 13D shall be filed on behalf of each of the Parties without the necessity of entering into and filing additional joint filing agreements. The Parties hereby acknowledge that each Party shall be responsible for timely filing of such amendments, and for the completeness and accuracy of the information concerning such Party contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other Party, except to the extent that such Party knows or has reason to believe that such information is inaccurate.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties hereto have executed this Joint Filing Agreement as of the day and year first above written.

/s/ Christopher Ricciardi

Christopher Ricciardi

/s/ Stephanie Ricciardi

Stephanie Ricciardi

EX-99.5 3 dex995.htm STOCK PURCHASE PLAN Stock Purchase Plan

Exhibit 5

STOCK PURCHASE PLAN

This Stock Purchase Plan (the “Purchase Plan”) is entered into on June 9, 2009, by and between Morgan Stanley Smith Barney, LLC (“MSSB”) and Christopher Ricciardi (“the Purchaser”) for the purchase of shares of common stock (the “Stock”) issued by Alesco Financial Inc. (NYSE: AFN) (“the Company”) to comply with the provisions of Rule 10b5-1 (“Rule 10b5-1”) under the Securities Exchange Act of 1934 on a “not held” basis.

A)	Purchase Plan Requirements

On any day on which the New York Stock Exchange is open for business and MSSB is instructed to engage in stock purchasing efforts, pursuant to the written instructions in Appendix A, attached hereto, of this Purchase Plan, MSSB will act as the Purchaser’s exclusive agent to purchase shares of Stock.

Purchases made by MSSB pursuant to this Purchase Plan shall be made in accordance with the Purchaser’s written instructions in Appendix A, and shall be made at the prevailing market prices, pursuant to the limitations stated in Appendix A, in open-market transactions.

MSSB shall be entitled to a commission of $0.02 (two cents) per share purchased.

B)	The Purchaser’s Representations and Warranties

The Purchaser makes the following representations and warranties, each of which shall continue while this Purchase Plan is in effect and will survive the termination of this Purchase Plan:

At the time of the Purchaser’s execution of this Purchase Plan, the Purchaser is not aware of any material, non-public information with respect to the Company or the Stock. The Purchaser is entering into this Purchase Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 or other applicable securities laws.

Purchases of Stock under this Purchase Plan have been duly authorized by the Purchaser and are not prohibited by any legal, regulatory or contractual restriction or undertaking binding on the Purchaser. The Purchaser will inform MSSB as soon as possible of any subsequent legal or contractual restrictions affecting the execution of the Purchase Plan by MSSB or the Purchaser and of the occurrence of any event that would cause the Purchase Plan to be suspended or to end as contemplated in Section C and Section E.

The Purchaser agrees not to enter into or alter any corresponding or hedging transaction with respect to the Stock while this Purchase Plan remains in effect.

The Purchaser agrees that it does not have authority, influence or control over any purchase of Stock effected by MSSB pursuant to this Purchase Plan and will not attempt to exercise any such authority, influence or control. The Purchaser agrees that it will not, communicate any information relating to the Stock or the Company to any employee of MSSB or its affiliates who are responsible for purchasing Stock, in accordance with this Purchase Plan and during the time this Purchase Plan is in effect.

The Purchaser acknowledges and agrees that the Purchase Plan is a “securities contract,” as such term is defined in Section 741(7) of Title 11 of the United States Code, as it may be amended (the “Bankruptcy Code”), entitled to all of the protections given such contracts under the Bankruptcy Code.

This Purchase Plan constitutes the Purchaser’s legal, valid and binding obligation enforceable against the Purchaser in accordance with its terms. There is no litigation, arbitration or other proceeding pending, or to the Purchaser’s knowledge threatened, that would prevent or interfere with the Purchaser’s purchase of Stock under this Purchase Plan.

Purchaser will provide MSSB with an Issuer Representation Certificate, dated as of the date hereof and signed by the Issuer, substantially in the form of Exhibit A hereto, prior to commencement of the Plan Purchase Period.

C)	Suspension of Purchases

The Purchaser acknowledges and agrees that MSSB may suspend purchases under this Purchase Plan in the event that:

MSSB determines that it is prohibited from purchasing Stock by a legal, contractual or regulatory restriction applicable to it or its affiliates or to the Purchaser and its affiliates (other than any such restriction relating to the Purchaser’s possession or alleged possession of material nonpublic information about the Company or the Stock).

MSSB determines, in its sole discretion that a market disruption has occurred, beyond the control of MSSB that would materially interfere with MSSB’s ability to carry out the terms of this Purchase Plan.

Trading in the Stock is halted or suspended.

If any purchases cannot be executed as required by this Purchase Plan due to any of the events specified in Paragraphs (1), (2) or (3), MSSB shall effect such purchases as promptly as practicable after the cessation or termination of such disruption, applicable restriction or other event.

D)	Modification of this Purchase Plan

Any modification of this Purchase Plan by the Purchaser will be made in good faith and not as part of a scheme to evade the prohibitions of Rule 10b5-1, and only with MSSB’s written consent. In particular, the Purchaser agrees that the Purchaser will not modify or propose to modify this Purchase Plan at any time that the Purchaser is aware of any material non-public information about the Company and/or the Stock and that the Purchaser will be deemed to repeat its representations in Section B at the time of such modification. Termination of this Purchase Plan by the Purchaser pursuant to Section E (1) (ii) shall not be deemed a modification of this Purchase Plan.

E)	Termination of this Purchase Plan

This Purchase Plan will terminate upon the earliest of one of the following events:

The terms outlined on Appendix A have been met;

ii.

The Purchaser or the Purchaser’s designee notifies MSSB in writing, that this Purchase Plan is to be terminated;

iii.

MSSB determines, in its sole discretion, that it is prohibited for any reason from engaging in purchasing activity as the Purchaser’s agent under this Purchase Plan;

iv.

MSSB becomes aware of the commencement of any voluntary or involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or similar law or seeking the appointment of a trustee, receiver or other similar official, in each case with respect to the Purchaser or the taking of any corporate action by the Purchaser to authorize or commence any of the foregoing;

The Company or any other person publicly announces a tender or exchange offer with respect to the Stock or a merger, acquisition, reorganization, recapitalization or other similar business combination or transaction as a result of the consummation of which the Stock would be exchanged or converted into cash, securities or other property.

Any transaction pending at the time MSSB receives a notice referred to in Section D or E (1) (ii) shall be completed and MSSB shall receive the commission set forth in Section A (3).

F)	Indemnification and Limitation on Liability

The Purchaser agrees to indemnify and hold harmless MSSB (and its directors, officers, employees and affiliates) from and against all claims, liabilities, losses, damages and expenses (including reasonable attorney’s fees and costs) arising out of or attributable to: a.) any material breach by the Purchaser of this Purchase Plan (including the Purchaser’s representations and warranties), and b.) any violation by the Purchaser of applicable laws or regulations. The Purchaser will have no indemnification obligations in the case of gross negligence or willful misconduct of MSSB or any other indemnified person. This indemnification will survive the termination of this Purchase Plan.

Notwithstanding any other provision herein, neither MSSB or the Purchaser will be liable for:

Special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages or any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen.

ii.

Any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

The Purchaser acknowledges and agrees that MSSB has not provided the Purchaser with any tax, accounting or legal advice with respect to this Purchase Plan, including whether the Purchaser would be entitled to any of the affirmative defenses under Rule 10b5-1.

G)	Governing Law

This Purchase Plan will be governed by, and construed in accordance with, the laws of the State of New York, without regard to such State’s conflict of laws rules.

H)	Entire Agreement

This Purchase Plan (including any Annexes or Exhibits) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any previous or contemporaneous agreements, understandings, proposals or promises with respect thereto, whether written or oral.

This Plan and the rights and obligations thereunder may not be assigned by the Purchaser without written permission of MSSB. Assignment of this Plan and the rights and obligations thereunder, may not be assigned by MSSB without the consent of the Purchaser, except that MSSB may assign this Plan without the Purchaser’s permission or consent to a broker-dealer who succeeds to the business of MSSB as the result of any acquisition, merger, consolidation, joint venture or other business combination.

Notices

All required notifications to MSSB under this Purchase Plan shall be made in writing (signed by facsimile) and confirmed by telephone to Executive Financial Services (“EFS”), Suzanne Levirne , Fax# 646-291-3639, Email: Suzanne.Levirne@citi.com Telphone # 212-783-3716 and Ken Price, Fax# 212-723-8019, Emial: Kenneth.price@citi.com Telephone #. 212-723-7181

All required notifications to the Purchaser under this Purchase Plan shall be made in writing (signed by facsimile) and confirmed by telephone to Christopher Ricciardi, Fax No (866) 655-2420, Telephone No. (212) 317-3929 with a copy to Kenneth Smith, Chief Compliance Officer of Cohen & Company, Fax No. (215) 701-8278, Telephone No. (215) 701-9635.

J)	Counterparts

This Purchase Plan may be executed in two or more counterparts and by facsimile signature.

IN WITNESS WHEREOF, the undersigned have executed this Purchase Plan as of the date first written above.


Christopher Ricciardi		Morgan Stanley Smith Barney, LLC

By:	/s/ Christopher Ricciardi	By:	/s/ Suzanne Levirne

Name:	Christopher Ricciardi	Name:	Suzanne Levirne

Title:		Title:	Senior Vice-President

EXHIBIT I

ISSUER REPRESENTATION CERTIFICATE

1.	Alesco Financial Inc. (the “Issuer”) represents that it has reviewed the Stock Purchase Plan dated June 9, 2009 (the “Purchase Plan”) between Christopher Ricciardi (“Purchaser”) and Morgan Stanley Smith Barney, LLC (“MSSB”) relating to the common stock of the Issuer (the “Stock”).

2.	Subject to the accuracy and completeness of Purchaser’s representations and warranties in the Purchase Plan, it is the Issuer's belief that the Purchase Plan and the purchases of shares of Stock to be effected thereunder will not violate the Issuer's insider trading policy.

To the best of the Issuer's knowledge, there are no legal, contractual or regulatory restrictions applicable to Purchaser as of the date of this representation that would prohibit Purchaser from entering into the Purchase Plan. If, at any time during the Plan Purchase Period, a legal, contractual or regulatory restriction that is applicable to Purchaser, including, without limitation

•

an Issuer tender offer with respect to the Stock

•

a material change to the Issuer’s insider trading policy

would prohibit any purchase pursuant to the Purchase Plan (other than any such restriction relating to Purchaser’s possession or alleged possession of material nonpublic information about the Issuer or its securities), the Issuer agrees to give Broker’s Executive Financial Services Department notice of such restriction by telephone as soon as practicable. Such notice shall be made to (Suzanne Levirne) at 212-783-3716 and shall indicate the anticipated duration of the restriction, but shall not include any other information about the nature of the restriction or its applicability to Purchaser. In any event, the Issuer shall not communicate any material nonpublic information about the Issuer or its securities to Broker. The Issuer will release Broker from any liability which arises from any failure by the Issuer to give such notice in a timely and accurate manner.


Dated: 200

Issuer:

By:
Name Title:

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