0000897069-13-000398.txt : 20131120 0000897069-13-000398.hdr.sgml : 20131120 20131120141823 ACCESSION NUMBER: 0000897069-13-000398 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20131120 DATE AS OF CHANGE: 20131120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Alliance Bancorp, Inc. of Pennsylvania CENTRAL INDEX KEY: 0001500711 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 000000000 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85913 FILM NUMBER: 131232593 BUSINESS ADDRESS: STREET 1: 541 LAWRENCE ROAD CITY: BROOMALL STATE: PA ZIP: 19008 BUSINESS PHONE: (610) 353-2900 MAIL ADDRESS: STREET 1: 541 LAWRENCE ROAD CITY: BROOMALL STATE: PA ZIP: 19008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PL Capital, LLC CENTRAL INDEX KEY: 0001518768 IRS NUMBER: 364050713 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 EAST JEFFERSON AVENUE, SUITE 22 CITY: NAPERVILLE STATE: IL ZIP: 60540 BUSINESS PHONE: 630-848-1340 MAIL ADDRESS: STREET 1: 20 EAST JEFFERSON AVENUE, SUITE 22 CITY: NAPERVILLE STATE: IL ZIP: 60540 SC 13D/A 1 cg301.htm cg301.htm

 
CUSIP No. 01890A108
Page 1 of 34 Pages




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


AMENDMENT NO. 8 TO
SCHEDULE 13D/A

Under the Securities Exchange Act of 1934





ALLIANCE BANCORP, INC. OF PENNSYLVANIA
(Name of Issuer)

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


01890A108
(CUSIP Number)

Mr. Richard J. Lashley
PL Capital, LLC
67 Park Place East
Suite 675
Morristown, NJ 07960
973-539-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 19, 2013
(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), (f) or (g), check the following box £.

 
 

 
CUSIP No. 01890A108
Page 2 of 34 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, 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
251,142
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
251,142
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
251,142
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
 
14
TYPE OF REPORTING PERSON
PN
 
 
 
 

 
CUSIP No. 01890A108
Page 3 of 34 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, 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
82,885
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
82,885
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,885
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
 
14
TYPE OF REPORTING PERSON
PN
 
 

 
 

 
CUSIP No. 01890A108
Page 4 of 34 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
46,546
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
46,546
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,546
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
 
14
TYPE OF REPORTING PERSON
PN
 


 
 

 
CUSIP No. 01890A108
Page 5 of 34 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, 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
52,973
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
52,973
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,973
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
 
14
TYPE OF REPORTING PERSON
PN
 


 
 

 
CUSIP No. 01890A108
Page 6 of 34 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
380,573
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
380,573
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
380,573
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
 
14
TYPE OF REPORTING PERSON
PN
 


 
 

 
CUSIP No. 01890A108
Page 7 of 34 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
52,973
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
52,973
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,973
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
 
14
TYPE OF REPORTING PERSON
PN
 


 
 

 
CUSIP No. 01890A108
Page 8 of 34 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
433,546
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
433,546
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
433,546
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
 
14
TYPE OF REPORTING PERSON
PN
 



 
 

 
CUSIP No. 01890A108
Page 9 of 34 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
AF, PF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
3,150
 
8
SHARED VOTING POWER
433,546
 
9
SOLE DISPOSITIVE POWER
3,150
 
10
SHARED DISPOSITIVE POWER
433,546
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
436,696
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
 
14
TYPE OF REPORTING PERSON
IN
 


 
 

 
CUSIP No. 01890A108
Page 10 of 34 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
AF, PF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
2,500
 
8
SHARED VOTING POWER
436,046
 
9
SOLE DISPOSITIVE POWER
2,500
 
10
SHARED DISPOSITIVE POWER
436,046
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
438,546
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
 
14
TYPE OF REPORTING PERSON
IN
 


 
 

 
CUSIP No. 01890A108
Page 11 of 34 Pages



1
NAME OF REPORTING PERSON
Robin 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
0
 
8
SHARED VOTING POWER
2,500
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
2,500
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
 
14
TYPE OF REPORTING PERSON
IN
 


 
 

 
CUSIP No. 01890A108
Page 12 of 34 Pages



1
NAME OF REPORTING PERSON
Caitlin Anne Lashley 2010 Trust
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
3
  SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
1,000
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
1,000
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
 
14
TYPE OF REPORTING PERSON
OO
 

 
 

 
CUSIP No. 01890A108
Page 13 of 34 Pages



1
NAME OF REPORTING PERSON
Danielle Morgan Lashley 2010 Trust
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   T
(b)   £
3
  SEC USE ONLY
 
4
SOURCE OF FUNDS
AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
1,000
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
1,000
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
 
14
TYPE OF REPORTING PERSON
OO
 
 

 
 

 
CUSIP No. 01890A108
Page 14 of 34 Pages



1
NAME OF REPORTING PERSON
Beth Lashley, Trustee for the Lashley Family 2011 Trust
 
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
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
8,280
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
8,280
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,280
 
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
IN
 

 
 

 
CUSIP No. 01890A108
Page 15 of 34 Pages



1
NAME OF REPORTING PERSON
Howard Henick
 
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
10,000
 
8
SHARED VOTING POWER
0
 
9
SOLE DISPOSITIVE POWER
10,000
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
 
14
TYPE OF REPORTING PERSON
IN
 

 
 

 
CUSIP No. 01890A108
Page 16 of 34 Pages



1
NAME OF REPORTING PERSON
ScurlyDog 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
29,289
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
29,289
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,289
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
 
14
TYPE OF REPORTING PERSON
PN
 


 
 

 
CUSIP No. 01890A108
Page 17 of 34 Pages



1
NAME OF REPORTING PERSON
SD Capital Partners, 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
29,289
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
29,289
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,289
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
 
14
TYPE OF REPORTING PERSON
PN
 


 
 

 
CUSIP No. 01890A108
Page 18 of 34 Pages



1
NAME OF REPORTING PERSON
SD Financial Institutions and Value Opportunity Fund, LP
 
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
29,289
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
29,289
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,289
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
 
14
TYPE OF REPORTING PERSON
PN
 



 
 

 
CUSIP No. 01890A108
Page 19 of 34 Pages

 
Item 1.                                Security and Issuer

This amended Schedule 13D relates to Alliance Bancorp, Inc. of Pennsylvania, a Pennsylvania corporation (“Alliance Bancorp” or the “Company”).  The address of the principal executive offices of the Company is 541 Lawrence Road, Broomall, PA 19008.
 
On November 19, 2013, Mr. Richard Lashley submitted notice to the Company of his intent to nominate Mr. Howard Henick as nominee for election as a director, on the WHITE proxy card, at the Company’s 2014 Annual Shareholder Meeting.  A copy of the nomination letter is attached as Exhibit 6 hereto.
 
Item 2.                                Identity and Background

This Amended Schedule 13D is being filed jointly by the parties identified below.
 
By virtue of Howard Henick agreeing to serve as a nominee for election to the Company’s Board of Directors in connection with the nomination of a director candidate by the PL Capital Group (as defined below), the ScurlyDog Group (as defined below) may be deemed to constitute a “group” with the PL Capital Group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The ScurlyDog Group expressly disclaims beneficial ownership of securities held by the PL Capital Group.  The securities reported herein as being beneficially owned by the ScurlyDog Group do not include any securities held by any member of the PL Capital Group.
 
The parties identified in the list below constitute the “ScurlyDog Group.”  The ScurlyDog Group expressly disclaims beneficial ownership of securities held by the PL Capital Group.  The securities reported herein as being beneficially owned by the ScurlyDog Group do not include any securities held by the PL Capital Group.

●   
SD Financial Institutions and Value Opportunity Fund, LP, a Delaware limited partnership (“SD Fund”);
 
●   
SD Capital Partners, LLC, a Delaware limited liability company and General Partner of SD Fund (“SD Capital”);
 
●   
ScurlyDog Capital, LLC, a Delaware limited liability company and investment advisor to the SD Fund (“SD Advisor”); and
 
●   
Howard Henick as a member of SD Capital, as a portfolio manager at SD Advisor, in his individual capacity and as a nominee for director.
 
The parties identified in the list below constitute the “PL Capital Group.”  The PL Capital Group expressly disclaims beneficial ownership of securities held by the ScurlyDog Group.  The securities reported herein as being beneficially owned by the PL Capital Group do not include any securities held by the ScurlyDog Group.
 
 
 

 
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●   
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, Focused Fund 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, as (1) a Managing Member of PL Capital, PL Capital Advisors and Goodbody/PL LLC and (2) an individual;
 
● 
Richard Lashley, as (1) a Managing Member of PL Capital, PL Capital Advisors and Goodbody/PL LLC; (2) an individual; (3) Trustee of the Caitlin Anne Lashley 2010 Trust; (4) Trustee of the Danielle Morgan Lashley 2010 Trust; and (5) holder of certain discretionary authority over an account held by Dr. Robin Lashley, his sister;
 
●   
Caitlin Anne Lashley 2010 Trust;
 
●   
Danielle Morgan Lashley 2010 Trust;
 
●   
Dr. Robin Lashley, as an individual;
 
●   
Lashley Family 2011 Trust; and
 
●   
Beth R. Lashley, as Trustee of the Lashley Family 2011 Trust.

       The joint filing agreement of the members of the ScurlyDog Group and the PL Capital Group is attached as Exhibit 1 to this Amended Schedule 13D.
 

 
 

 
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(a)-(c)             This statement is filed by Mr. Howard Henick, with respect to the shares of Common Stock beneficially owned by him, as follows:
 
 
(1)
shares of Common Stock held in the name of SD Fund, in Mr. Henick’s capacity as a member of SD Capital, the general partner of SD Fund, and in Mr. Henick’s capacity as portfolio manager of SD Advisor, the investment advisor for SD Fund; and
 
 
(2)
shares of Common Stock held by Mr. Henick as an individual.
 
Mr. Henick is a portfolio manager at SD Advisor.  Mr. Henick is a member of SD Capital, the general partner of SD Fund.  SD Advisor is a New Jersey state-registered investment advisor specializing in community bank and thrift equities.
 
The business address of Mr. Henick, SD Fund, SD Capital and SD Advisor is c/o ScurlyDog Capital, LLC, 4 Willowbrook Road, Rumson, NJ 07760.
 
(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 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;
 
 
(3)
shares of Common Stock held by Mr. Palmer as an individual; and
 
 
(4)
shares of Common Stock held by Mr. Lashley as: (A) an individual; (B) a holder of certain discretionary authority over an account held by his sister Dr. Robin Lashley; (C) Trustee for the Caitlin Anne Lashley 2010 Trust; and (D) Trustee for the Danielle Morgan Lashley 2010 Trust.

This statement is filed by Beth Lashley with respect to shares of Common Stock held in the name of the Lashley Family 2011 Trust, in Beth Lashley’s capacity as Trustee.
 
The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, John Palmer, Richard Lashley, and Robin Lashley is:  c/o PL Capital, 47 E. Chicago Avenue, Suite 336, Naperville, Illinois 60540.  Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP and Goodbody/PL LLC are engaged in various interests, including investments. Robin Lashley is a college professor at Kent State University (Tuscarawas campus) in OH.
 

 
 

 
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The business address of the Caitlin Anne Lashley 2010 Trust, Danielle Morgan Lashley 2010 Trust, Lashley Family 2011 Trust and Beth Lashley is 2 Trinity Place, Warren, NJ 07059.  Each of the Caitlin Anne Lashley 2010 Trust, Danielle Morgan Lashley 2010 Trust and Lashley Family 2011 Trust are trusts created to engage in various interests, including holding investments.  Beth Lashley is a retired CPA.
 
The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC.
 
(d)           During the past five years, no member of the ScurlyDog Group or 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 ScurlyDog Group or 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)           Each natural person who is a member of the ScurlyDog Group or the PL Capital Group is a citizen of the United States.
 
Item 3.                                Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group owns 449,976 shares of Common Stock of the Company acquired at an aggregate cost of $4,827,969.
 
The amount of funds expended by Financial Edge Fund to acquire the 251,142 shares of Common Stock it holds in its name was $2,748,631.  Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin provided by BNP Paribas Prime Brokerage Inc. (“BNP Paribas”) on such firm’s usual terms and conditions.
 
The amount of funds expended by Financial Edge Strategic to acquire the 82,885 shares of Common Stock it holds in its name was $905,271.  Such funds were provided from Financial Edge Strategic’s available capital and from time to time by margin provided by BNP Paribas on such firm’s usual terms and conditions.
 
The amount of funds expended by Goodbody/PL LP to acquire the 52,973 shares of Common Stock it holds in its name was $544,621.  Such funds were provided from Goodbody/PL LP’s available capital and from time to time by margin provided by BNP Paribas on such firm’s usual terms and conditions.
 
The amount of funds expended by Focused Fund to acquire the 46,546 shares of Common Stock it holds in its name was $445,451.  Such funds were provided from Focused Fund’s available capital and from time to time by margin provided by BNP Paribas on such firm’s usual terms and conditions.
 

 
 

 
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The amount of funds expended by the Lashley Family 2011 Trust to acquire the 8,280 shares of Common Stock held in its name is $93,212.  Such funds were provided from the Trust’s available funds.
 
The amount of funds expended by Mr. Lashley to acquire 500 shares of Common Stock he holds in his name is $7,359.  Such funds were provided from Mr. Lashley’s personal funds.
 
The amount of funds expended by Mr. Palmer to acquire the 3,150 shares of Common Stock he holds in his name is $35,022.  Such funds were provided from available funds in Mr. Palmer’s Individual Retirement Accounts (IRA) and from Mr. Palmer’s personal funds.
 
The amount of funds expended by Dr. Robin Lashley to acquire the 2,500 shares of Common Stock she holds in her name is $26,884.  Such funds were provided from Dr. Lashley’s personal funds.
 
The amount of funds expended by the Caitlin Anne Lashley 2010 Trust to acquire the 1,000 shares of Common Stock it holds in its name is $10,759.  Such funds were provided from the Trust’s available funds.
 
The amount of funds expended by the Danielle Morgan Lashley 2010 Trust to acquire the 1,000 shares of Common Stock it holds in its name is $10,759.  Such funds were provided from the Trust’s available funds.
 
In aggregate, the ScurlyDog Group owns 39,289 shares of Common Stock of the Company acquired at an aggregate cost of $406,346.
 
SD Fund acquired the 29,289 shares of Common Stock it holds in its name pursuant to in-kind contributions from its limited partners.  The aggregate cost of such shares was $306,346.  
 
The amount of funds expended by Mr. Howard Henick to acquire the 10,000 shares of Common Stock he holds in his name is $100,000.  Such funds were provided from Mr. Henick’s personal funds.
 
Any purchases of Common Stock made by members of the PL Capital Group using funds borrowed from BNP Paribas, if any, were made in margin transactions on that firm’s 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 members of the PL Capital Group have margin or other loans outstanding secured by Common Stock.
 

 
 

 
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Mr. Henick may from time to time acquire shares of Common Stock, in part, by margin account loans from Fidelity Investments extended in the ordinary course of business.  All purchases of Common Stock made by Mr. Henick that would involve funds borrowed from Fidelity Investments would be made in margin transactions on that firm’s usual terms and conditions.  All or part of the shares of such Common Stock held by Mr. Henick may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities.  Such loans generally bear interest at a rate based upon the federal funds rate plus an applicable margin.  Such indebtedness, if any, may be refinanced with other banks or broker-dealers.  As of the date of this filing, Mr. Henick does not have any margin loans outstanding secured by Common Stock.
 
SD Fund may from time to time acquire shares of Common Stock, in part, using margin account loans from Charles Schwab & Co., Inc. extended in the ordinary course of business.  All purchases of Common Stock that would involve funds borrowed from Charles Schwab & Co., Inc. would be made in margin transactions on that firm’s usual terms and conditions.  All or part of the shares of such Common Stock held by SD Fund and its affiliates may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities.  Such loans generally bear interest at a rate based upon the federal funds rate plus an applicable margin.  Such indebtedness, if any, may be refinanced with other banks or broker-dealers.  As of the date of this filing, neither SD Fund nor any of its affiliates have any margin loans outstanding secured by Common Stock.
 
Item 4.                                Purpose of Transaction

The PL Capital Group owns 449,976 shares or 9.2% of the Company, based upon the Company’s aggregate outstanding 4,899,204 shares reported as outstanding as of November 1, 2013 in a Quarterly Report on Form 10-Q filed on November 12, 2013.

PL Capital Group’s intent is to influence the policies of the Company and assert PL Capital’s shareholder’s rights, with a goal of maximizing the long term value of the Common Stock.

On November 19, 2013, Mr. Lashley submitted notice to the Issuer of his intent to nominate Mr. Henick as a nominee for election as director, on the WHITE proxy card, at the Company’s 2014 Annual Shareholder Meeting.  A copy of the nomination letter is attached as Exhibit 6 hereto.
 
Members of the PL Capital Group and ScurlyDog Group may make further purchases of shares of Common Stock, although neither the PL Capital  Group nor the ScurlyDog Group has any present intention of increasing its aggregate holdings above 9.99% of the Company’s aggregate outstanding Common Stock.  Members of the PL Capital Group and the ScurlyDog 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 influencing, or seeking to influence, the control of the Company for purposes of the Exchange Act and the regulations thereunder, the PL Capital Group and the ScurlyDog Group have such a purpose.  Except as noted in this Schedule 13D, no member of the PL Capital Group or the ScurlyDog Group has any plans or proposals, which relate to, or would result in, any change in control of the Company or 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.
 

 
 

 
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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 as of November 1, 2013, as reported in the Company’s Quarterly Report on Form 10-Q filed on November 12, 2013.  In that filing, the Company reported 4,899,204 outstanding shares of Common Stock.
 
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 sales (and no purchases) of Common Stock within the past 60 days:

Trade Date
Number of Shares (Sold)
Price Per Share
Where and How Transaction Effected
10/16/13
(14,000)
$14.50
Open market sale
11/14/13
(25,000)
$14.80
Open market sale

 
(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 dispositive power over the shares of Common Stock that Financial Edge Fund holds.

(B)
Financial Edge Strategic

(a)-(b)           See cover page.

 
(c)
Financial Edge Strategic made the following sale (and no purchases) of Common Stock within the past 60 days:

Trade Date
Number of Shares (Sold)
Price Per Share
Where and How Transaction Effected
11/14/13
(8,000)
$14.80
Open market sale

 
(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 dispositive power over the shares of Common Stock that Financial Edge Strategic holds.

 
 

 
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(C)           Goodbody/PL LP

(a)-(b)           See cover page.

 
(c)
Goodbody/PL LP made the following sale (and no purchases) of Common Stock within the past 60 days:

Trade Date
Number of Shares (Sold)
Price Per Share
Where and How Transaction Effected
11/14/13
(5,000)
$14.80
Open market sale

 
 (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, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power over the shares of Common Stock held by Goodbody/PL LP.

(D)           Focused Fund

(a)-(b)           See cover page.

 
(c)
Focused Fund made the following sales (and no purchases) of Common Stock within the past 60 days:

Trade Date
Number of Shares (Sold)
Price Per Share
Where and How Transaction Effected
10/16/13
(3,000)
$14.50
Open market sale
11/14/13
(5,000)
$14.80
Open market sale

 
(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 over the shares of Common Stock that Focused Fund holds.

 
 

 
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(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, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with PL Capital over 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, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with PL Capital Advisors over 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.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power over the shares of Common Stock held by Goodbody/PL LP.

 (H)           John W. Palmer

(a)-(b)           See cover page.

 
 

 
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(c)
Mr. Palmer made the following purchase (and no sales) of Common Stock within the past 60 days:

Trade Date
Number of Shares Purchased
Price Per Share
Where and How Transaction Effected
10/30/13
100
$14.70
Open market purchase

(I)           Richard J. Lashley

(a)-(b)           See cover page.

 
(c)
Mr. Lashley made the following purchase (and no sales) of Common Stock within the past 60 days:

Trade Date
Number of Shares Purchased
Price Per Share
Where and How Transaction Effected
10/30/13
500
$14.70
Open market purchase

(J)           Dr. Robin Lashley

(a)-(b)           See cover page.

 
(c)
Dr. Lashley made no purchases or sales of Common Stock within the past 60 days.

(K)           Caitlin Anne Lashley 2010 Trust

(a)-(b)           See cover page.

 
(c)
The Trust made no purchases or sales of Common Stock within the past 60 days.

(L)           Danielle Morgan Lashley 2010 Trust

(a)-(b)           See cover page.

 
(c)
The Trust made no purchases or sales of Common Stock within the past 60 days.

(M)           Lashley Family 2011 Trust

(a)-(b)           See cover page.

 
(c)
The Trust made no purchases or sales of Common Stock within the past 60 days.

 
 

 
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(N)           Beth Lashley

(a)-(b)           See cover page.

 
(c)
Beth Lashley made no purchases or sales of Common Stock within the past 60 days.


The ScurlyDog Group has not made any transactions in the Common Stock within 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.
 
Mr. Lashley has agreements with the limited partnerships and companies managed and advised by PL Capital, LLC, Goodbody/PL Capital, LLC and PL Capital Advisors, LLC, whereby Mr. Lashley is indemnified by those limited partnerships and companies for any liabilities he may incur in connection with his duties, including PL Capital Group’s intended solicitation of proxies for use at the 2014 Annual Meeting of Shareholders of the Company.
 
Mr. Henick has agreements with the limited partnerships and companies managed and advised by PL Capital, LLC, Goodbody/PL Capital, LLC and PL Capital Advisors, LLC, whereby Mr. Henick is indemnified by those limited partnerships and companies for any liabilities he may incur in connection with PL Capital Group’s intended solicitation of proxies for use at the 2014 Annual Meeting of Shareholders of the Company.
 
Those limited partnerships and companies will also reimburse Mr. Lashley and Mr. Henick for any expenses that either reasonably incurs in connection with the PL Capital Group’s intended solicitation of proxies for use at the 2014 Annual Meeting of Shareholders of the Company.
 
Mr. Henick has agreements with the limited partnerships and companies managed and advised by SD Advisor and SD Capital, whereby Mr. Henick is indemnified by those limited partnerships and companies for any liabilities he may incur in connection with his duties, including PL Capital Group’s intended solicitation of proxies for use at the 2014 Annual Meeting of Shareholders of the Company.  Those limited partnerships and companies may also reimburse Mr. Henick for any expenses that either reasonably incurs in connection with the PL Capital Group’s intended solicitation of proxies for use at the 2014 Annual Meeting of Shareholders of the Company.
 
Other than the foregoing arrangements and the Joint Filing Agreement filed as Exhibit 1 to this Amended Schedule 13D, 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.
 

 
 

 
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Item 7.                                Material to be Filed as Exhibits

Exhibit No.
Description
   
1
Joint Filing Agreement.
   
2
PL Capital, LLC’s Presentation to Senior Management of Alliance Bancorp, Inc. of Pennsylvania, dated October 16, 2007.*
   
3
Letter from Richard Lashley to Alliance Bancorp, Inc. of Pennsylvania, dated April 25, 2008.*
   
4
Letter from Richard Lashley to Alliance Bancorp, Inc. of Pennsylvania, dated June 14, 2011.*
   
5
Letter from Richard Lashley and John Wm. Palmer to Alliance Bancorp, Inc. of Pennsylvania dated June 24, 2011.*
   
6
Nomination Letter from Richard Lashley to Alliance Bancorp, Inc. of Pennsylvania dated November 19, 2013.
   
 
*Previously filed.
 

 
 

 
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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:           November 19, 2013


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
 

 
 

 
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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
 
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
 
CAITLIN ANNE LASHLEY 2010 TRUST
 
 
By:          /s/ Richard Lashley
Richard Lashley
Trustee
 

 
 

 
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DANIELLE MORGAN LASHLEY 2010 TRUST
 
 
By:          /s/ Richard Lashley
Richard Lashley
Trustee
 
LASHLEY FAMILY 2011 TRUST
 
 
By:          /s/ Beth Lashley
Beth Lashley
Trustee
 
SD FINANCIAL INSTITUTIONS AND VALUE OPPORTUNITY FUND, LP
 
By:           SD CAPITAL PARTNERS, LLC
General Partner
 
 
By:          /s/ Howard Henick
Howard Henick
        Member
 
SCURLYDOG CAPITAL, LLC
 
 
By:          /s/ Howard Henick
Howard Henick
Authorized Representative
 
SD CAPITAL PARTNERS, LLC
 
 
By:           /s/ Howard Henick
Howard Henick
Member
 


 
 

 
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By:          /s/ John W. Palmer
John W. Palmer
 
 
By:          /s/ Richard J. Lashley
Richard J. Lashley
 
 
By:          /s/ Robin Lashley
Robin Lashley
 
 
By:          /s/ Beth Lashley
Beth Lashley
 
 
By:          /s/ Howard Henick
Howard Henick
 
EX-99.1 2 cg301a.htm JOINT FILING AGREEMENT cg301a.htm
EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, of Alliance Bancorp, Inc. of Pennsylvania, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
 
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D/A and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
 
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of November 19, 2013.
 

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
 

 
1

 


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
 
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
 
CAITLIN ANNE LASHLEY 2010 TRUST
 
 
By:          /s/ Richard Lashley
Richard Lashley
Trustee
 

 
2

 


DANIELLE MORGAN LASHLEY 2010 TRUST
 
 
By:          /s/ Richard Lashley
Richard Lashley
Trustee
 
LASHLEY FAMILY 2011 TRUST
 
 
By:          /s/ Beth Lashley
Beth Lashley
Trustee
 
SD FINANCIAL INSTITUTIONS AND VALUE OPPORTUNITY FUND, LP
 
By:           SD CAPITAL PARTNERS, LLC
General Partner
 
 
By:          /s/ Howard Henick
Howard Henick
Member
 
SCURLYDOG CAPITAL, LLC
 
 
By:          /s/ Howard Henick
Howard Henick
Authorized Representative
 
SD CAPITAL PARNTERS, LLC
 
 
By:          /s/ Howard Henick
Howard Henick
Member
 


 
3

 



 
By:           /s/ John W. Palmer
John W. Palmer
 
 
By:           /s/ Richard J. Lashley
Richard J. Lashley
 
 
By:           /s/ Robin Lashley
Robin Lashley
 
 
By:           /s/ Beth Lashley
Beth Lashley
 
 
By:           /s/ Howard Henick
Howard Henick
 
 

4
 
 

EX-99.6 3 cg301b.htm LETTER cg301b.htm
EXHIBIT 2
 
Mr. Richard Lashley
PL Capital, LLC
67 Park Place East
Suite 675
Morristown, NJ 07960


November 19, 2013

Certified Mail Return Receipt Requested and Overnight Delivery

Ms. Kathleen Lynch
Corporate Secretary
Alliance Bancorp, Inc. of Pennsylvania
541 Lawrence Road
Broomall, PA  19008

Re:           Notice of Intent to Nominate Director and Submit Nominee for Election

Dear Ms. Lynch:

This letter constitutes a notice of intent by Richard Lashley to nominate one person for election as a director of Alliance Bancorp, Inc. of Pennsylvania (the “Company”) at the 2014 Annual Meeting of Shareholders of the Company, and to submit his nominee for election at such Annual Meeting.  This notice is being provided to you pursuant to Section 3.12 of Article III of the Company’s Bylaws.  Mr. Lashley directly owns of record 500 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).  Mr. Lashley also beneficially owns an additional 438,046 shares of the Common Stock.  By the fact of Mr. Lashley’s submission of this notice of intent to nominate and submit his nominee for election, it is his understanding the Company will now generally be obligated under the federal securities laws to file a preliminary proxy statement and form of proxy with the United States Securities and Exchange Commission to allow the Commission to review and comment on such proxy materials.
 
Mr. Lashley hereby notifies the Company pursuant to Section 3.12 of Article III of the Company’s Bylaws that he intends to nominate Mr. Howard Henick for election to the Board of Directors of the Company at the 2014 Annual Meeting of Shareholders of the Company.  Enclosed is the written consent of Mr. Henick to be named in the proxy statement of the PL Capital Group (as defined below) and to serve as a director of the Company if elected.  Mr. Lashley represents (1) that he is a holder of record of Common Stock, and will continue to be a holder of record, entitled to vote at the 2014 Annual Meeting of Shareholders and intends to appear (or will direct a qualified representative to appear on his behalf) in person or by proxy at such meeting to nominate Mr. Henick; and (2) that he is part of the PL Capital Group and the PL Capital Group intends to deliver a proxy statement and form of WHITE proxy to holders of at least the percentage of the Company’s outstanding capital stock required to elect the nominee.
 
Set forth below is certain information, including that required by Section 3.12 of Article III of the Company’s Bylaws.  The information set forth below responds fully to all of the requirements of Section 3.12 of Article III of the Company’s Bylaws.
 

 
 

 
 
Information as to Proposed Nominee - Howard Henick:

A.           Name, Age, Business Address and Residence Address

Name
Age
Business Address
Residence Address
       
Howard Henick
57
ScurlyDog Capital, LLC
4 Willowbrook Road
Rumson, NJ 07760
 
26 Highland Avenue
Chatham, NJ 07760
B.           Principal Occupation or Employment

Howard Henick:
Since June 2008, Mr. Henick has been an Equity Portfolio Manager at ScurlyDog Capital, LLC.  Mr. Henick is a member of SD Capital Partners, LLC, the general partner of SD Financial Institutions and Value Opportunity Fund, LP.  ScurlyDog Capital, LLC is a New Jersey state-registered investment advisor specializing in community bank and thrift equities.  From 1998 to 2007 Mr. Henick was an Executive Director at Morgan Stanley & Co.  Prior to that, he was an Executive Director at Deutsche Bank Securities (1997-98), an Associate then a VP at Goldman Sachs (1985-1997) and an Associate Attorney at Cahill Gordon & Reindel (1981-85).

Mr. Lashley believes that Mr. Henick would be deemed “independent” under the NASDAQ Marketplace Rules.
 
Mr. Henick’s financial and legal background, combined with his knowledge of the banking industry, qualify him to serve on the Company’s board of directors.  In addition, Mr. Henick’s knowledge of the banking industry makes him a valuable source of information, and will allow him to provide useful insight and advice.
 
Furthermore, the role of an effective director inherently requires certain personal qualities, such as integrity, as well as the ability to comprehend, discuss and critically analyze materials and issues that are presented so that the director may exercise judgment and reach conclusions in fulfilling his duties and fiduciary obligations.  Mr. Lashley believes that the background and expertise of Mr. Henick, as set forth herein, evidence those abilities and are appropriate to his serving on the Company’s board of directors.
 
C.           Shares Owned Either Beneficially or Of Record

Name of Nominee
Class
Amount
     
Howard Henick
Common
39,289*

* Includes 10,000 shares beneficially owned by Mr. Henick personally and 29,289 beneficially owned by SD Financial Institutions and Value Opportunity Fund, LP (of which ScurlyDog Capital, LLC is the investment advisor and SD Capital Partners, LLC is the General Partner).
 

 

 
-2-

 
 
D.           Interest of Certain Persons in Matters to be Acted Upon

Except as otherwise set forth herein, Mr. Henick is not, nor has been within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.
 
Except as otherwise set forth herein, neither Mr. Henick nor any of his associates has any arrangement or understanding with any person with respect to any future employment with the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party.
 
E.           Other Information

Directorships of Other Publicly Owned Companies

Mr. Henick is not serving on the board of directors of any corporation, partnership or other entity that has a class of equity securities registered under the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act, or any company registered as an investment company under the Investment Company Act of 1940, as amended.
 
Material Proceedings Adverse to the Company

To Mr. Henick’s knowledge, there are no material proceedings to which Mr. Henick, or any of his associates, is a party adverse to the Company or any of its subsidiaries, and neither Mr. Henick nor any of his associates has a material interest adverse to the Company or any of its subsidiaries.
 
Absence of any Family Relationships

Mr. Henick does not have any family relationship with any director or officer of the Company.
 
Absence of Involvement in Certain Legal Proceedings

To the knowledge of Mr. Henick, and based on information in his possession:
 
a.  Since January 1, 2008, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against Mr. Henick, and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of Mr. Henick.  In addition, since January 1, 2008, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against, and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of any partnership in which he is or was a general partner, or any corporation or business association of which he is or was an executive officer.
 

 

 
-3-

 
 
b.  Mr. Henick has not been convicted in a criminal proceeding nor has he been the named subject of any criminal proceeding which is presently pending (excluding traffic violations or similar misdemeanors).
 
c.  Since January 1, 2008, Mr. Henick has not been the subject of any court order, judgment or decree, not subsequently reversed, suspended or vacated, permanently or temporarily enjoining (or otherwise limiting) him from (A) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or any associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with any such activity, (B) engaging in any type of business practice, or (C) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws.
 
d.  Since January 1, 2008, Mr. Henick has not been the subject of any order, judgment or decree not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days his right to be engaged in any activity described in clause c. above, or his right to be associated with persons engaged in any such activity.
 
e.  Since January 1, 2008, Mr. Henick has not been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (“SEC”) or the CFTC to have violated any federal or state securities law or any federal commodities law, where such judgment or finding has not been subsequently reversed, suspended or vacated.
 
Absence of Certain Transactions

To the best knowledge of Mr. Henick, and based on information in his possession, since the beginning of the Company’s last fiscal year, neither Mr. Henick nor any member of his immediate family has had any direct or indirect material interest in any transaction in which the Company was or is a participant, and neither Mr. Henick nor any member of his immediate family has any direct or indirect material interest in any currently proposed transaction in which the Company is to be a participant.
 

 

 
-4-

 
 
Section 16 Compliance

Mr. Henick is not required to file reports under Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of the Company.
 
Information as to Nominator – Richard Lashley:

A.           Name, Age, Business Address and Residence Address

Name
Age
Business Address
Residence Address
       
Richard Lashley
55
PL Capital, LLC
67 Park Place East
Suite 675
Morristown, NJ  07960
 
2 Trinity Place
Warren, NJ  07059
B.           Principal Occupation or Employment

Richard Lashley:
Since January, 1996, Mr. Lashley has been a principal, co-owner and managing member of PL Capital, LLC.  PL Capital, LLC is a member of the PL Capital Group. Prior to forming PL Capital, LLC, Mr. Lashley worked at KPMG Peat Marwick from 1984 to 1996.  Mr. Lashley is a Certified Public Accountant (New Jersey—license status inactive).


C.           Shares Owned Either Beneficially or Of Record

Name of Nominee
Class
Amount
     
Richard Lashley
Common
438,546*
 
* Includes 433,546 shares held by Financial Edge Fund, LP, Goodbody/PL Capital, LP, PL Capital/Focused Fund, LP and Financial Edge-Strategic Fund, LP; 500 shares held by Mr. Lashley as an individual; 2,500 shares held by Robin Lashley over which Mr. Lashley has certain discretionary authority; 1,000 shares held by the Caitlin Anne Lashley 2010 Trust of which Mr. Lashley is Trustee and 1,000 shares held by the Danielle Morgan Lashley 2010 Trust of which Mr. Lashley is Trustee.
 
D.           Interest of Certain Persons in Matters to be Acted Upon

Except as otherwise set forth herein, Mr. Lashley is not, nor has been within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.
 

 

 
-5-

 
 
Except as otherwise set forth herein, neither Mr. Lashley nor any of his associates has any arrangement or understanding with any person with respect to any future employment with the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party.
 
E.           Other Information

Directorships of Other Publicly Owned Companies

Mr. Lashley is presently serving as a director of BCSB Bancorp, Inc. located in Baltimore, MD.  He is not serving on the board of directors of any other corporation, partnership or other entity that has a class of equity securities registered under the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act, or any company registered as an investment company under the Investment Company Act of 1940, as amended.
 
Material Proceedings Adverse to the Company

To Mr. Lashley’s knowledge, there are no material proceedings to which Mr. Lashley, or any of his associates, is a party adverse to the Company or any of its subsidiaries, and neither Mr. Lashley nor any of his associates has a material interest adverse to the Company or any of its subsidiaries.
 
Absence of any Family Relationships

Mr. Lashley does not have any family relationship with any director or officer of the Company.
 
Absence of Involvement in Certain Legal Proceedings

To the knowledge of Mr. Lashley, and based on information in his possession:
 
a.  Since January 1, 2008, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against Mr. Lashley, and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of Mr. Lashley.  In addition, since January 1, 2008, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against, and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of any partnership in which he is or was a general partner, or any corporation or business association of which he is or was an executive officer.
 
b.  Mr. Lashley has not been convicted in a criminal proceeding nor has he been the named subject of any criminal proceeding which is presently pending (excluding traffic violations or similar misdemeanors).
 

 

 
-6-

 
 
c.  Since January 1, 2008, Mr. Lashley has not been the subject of any court order, judgment or decree, not subsequently reversed, suspended or vacated, permanently or temporarily enjoining (or otherwise limiting) him from (A) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the CFTC or any associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with any such activity, (B) engaging in any type of business practice, or (C) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws.
 
d.  Since January 1, 2008, Mr. Lashley has not been the subject of any order, judgment or decree not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days his right to be engaged in any activity described in clause c. above, or his right to be associated with persons engaged in any such activity.
 
e.  Since January 1, 2008, Mr. Lashley has not been found by a court of competent jurisdiction in a civil action or by the SEC or the CFTC to have violated any federal or state securities law or any federal commodities law, where such judgment or finding has not been subsequently reversed, suspended or vacated.
 
Absence of Certain Transactions

To the best knowledge of Mr. Lashley, and based on information in his possession, since the beginning of the Company’s last fiscal year, neither Mr. Lashley nor any member of his immediate family has had any direct or indirect material interest in any transaction in which the Company was or is a participant, and neither Mr. Lashley nor any member of his immediate family has any direct or indirect material interest in any currently proposed transaction in which the Company is to be a participant.
 
Section 16 Compliance

Mr. Lashley is not required to file reports under Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of the Company.
 
The PL Capital Group

Mr. Lashley is a member of the “PL Capital Group,” which currently consists of the following persons and entities:

●  
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”).
 

 

 
-7-

 
 
●  
PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”).
 
●  
PL Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund (“PL Capital”).
 
●  
Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”).
 
●  
Goodbody/PL Capital, LLC, a Delaware limited liability company and General Partner of Goodbody/PL LP (“Goodbody/PL LLC”).
 
●  
PL Capital Advisors, LLC, a Delaware limited liability company and the investment advisor to Financial Edge Fund. Financial Edge Strategic, Goodbody/PL LP and the Focused Fund (“PL Capital Advisors”).
 
●  
John Palmer and Richard Lashley, Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC.
 
●  
Richard Lashley, as an individual, as a Trustee of the Danielle Morgan Lashley 2010 Trust and the Caitlin Anne Lashley 2010 Trust and as holder of certain discretionary authority over an account held by Robin Lashley, his sister.
 
●  
John Palmer, as an individual (directly and in his IRA).
 
●  
The Caitlin Anne Lashley 2010 Trust.
 
●  
The Danielle Morgan Lashley 2010 Trust.
 
●  
Lashley Family 2011 Trust.
 
●  
Beth Lashley, Trustee of the Lashley Family 2011 Trust.
 
●  
Robin Lashley, as an individual.
 
The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, John Palmer, Richard Lashley, and Robin Lashley is:  c/o PL Capital, 47 E. Chicago Avenue, Suite 336, Naperville, Illinois 60540.  Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP and Goodbody/PL LLC are engaged in various interests, including investments. Robin Lashley is a college professor at Kent State University (Tuscarawas campus) in OH.

The business address of the Caitlin Anne Lashley 2010 Trust, Danielle Morgan Lashley 2010 Trust, Lashley Family 2011 Trust and Beth Lashley is 2 Trinity Place, Warren, NJ 07059.  Each of the Caitlin Anne Lashley 2010 Trust, Danielle Morgan Lashley 2010 Trust and Lashley Family 2011 Trust are trusts created to engage in various interests, including holding investments.  Beth Lashley is a retired CPA.

 
 
-8-

 

Additional Information as to Nominee and Nominator:

Transactions In Stock of the Company

The following transactions are the only transactions during the past two years with regard to the Common Stock made by Mr. Lashley (and members of the PL Capital Group) and Mr. Henick (and his affiliates).
Financial Edge Fund, LP
 
Transaction Date
Number of Shares (Sold) Purchased
12/12/11
400
11/20/12
100
02/28/13
(11,000)
10/16/13
(14,000)
11/14/13
(25,000)
 
Financial Edge Strategic Fund, LP
 
Transaction Date
Number of Shares (Sold) Purchased
02/28/13
(3,800)
11/14/13
(8,000)
 
Goodbody/PL Capital, LP
 
Transaction Date
Number of Shares (Sold) Purchased
11/27/12
200
02/28/13
(3,000)
11/14/13
(5,000)
 

 

 
-9-

 
 
      PL Capital/Focused Fund, LP
 
Transaction Date
Number of Shares (Sold) Purchased
02/28/13
(2,200)
08/12/13
(300)
08/30/13
(4,764)
10/16/13
(3,000)
11/14/13
(5,000)

 
PL Capital, LLC
 
Transaction Date
Number of Shares (Sold) Purchased
none
none

 
Goodbody/PL Capital, LLC
 
Transaction Date
Number of Shares (Sold) Purchased
none
none

 
PL Capital Advisors, LLC
 
Transaction Date
Number of Shares (Sold) Purchased
none
none
 
Lashley Family 2011 Trust
 
Transaction Date
Number of Shares (Sold) Purchased
none
none
 
 
 

 
-10-

 
 
Beth Lashley
 
Transaction Date
Number of Shares (Sold) Purchased
none
none
 
Richard Lashley
 
Transaction Date
Number of Shares (Sold) Purchased
10/30/13
500
 
Robin Lashley
 
Transaction Date
Number of Shares (Sold) Purchased
none
none

 
John W. Palmer
 
Transaction Date
Number of Shares (Sold) Purchased
10/30/13
100
 
John Palmer IRA
 
Transaction Date
Number of Shares (Sold) Purchased
None
none
 
Caitlin Anne Lashley 2010 Trust
 
Transaction Date
Number of Shares (Sold) Purchased
none
none
 
Danielle Morgan Lashley 2010 Trust
 
Transaction Date
Number of Shares (Sold) Purchased
none
none
 
 
 

 
-11-

 
 
Howard Henick
 
Transaction Date
Number of Shares (Sold) Purchased
none
none
 
ScurlyDog Capital, LLC
 
Transaction Date
Number of Shares (Sold) Purchased
none
none
 
SD Financial Institutions and Value Opportunity Fund, LP
 
Transaction Date
Number of Shares (Sold) Purchased
None*
None*
 
*
SD Financial Institutions and Value Opportunity Fund, L.P. acquired the shares of Common Stock that it holds pursuant to in-kind contributions from its limited partners, which were effected at various times in 2012 and 2013.
 
SD Capital Partners, LLC
 
 Transaction Date
Number of Shares (Sold) Purchased
none
none
 
Certain funds expended to date in the foregoing transactions by members of the PL Capital Group were provided, from time to time, in part by margin account loans from BNP Paribas Prime Brokerage, Inc. (“BNP Paribas”) extended in the ordinary course of business.  All purchases of Common Stock made using funds borrowed from BNP Paribas were made in margin transactions on that firm’s usual terms and conditions.  All or part of the shares of such Common Stock may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities.  Such loans generally bear interest at a rate based upon the federal funds rate plus an applicable margin.  Such indebtedness, if any, may be refinanced with other banks or broker-dealers.  As of the date of this letter, no member of the PL Capital Group has margin loans outstanding secured by Common Stock.
 
Mr. Henick may from time to time acquire shares of Common Stock, in part, by margin account loans from Fidelity Investments extended in the ordinary course of business.  All purchases of Common Stock made by Mr. Henick that would involve funds borrowed from Fidelity Investments would be made in margin transactions on that firm’s usual terms and conditions.  All or part of the shares of such Common Stock held by Mr. Henick may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities.  Such loans generally bear interest at a rate based upon the federal funds rate plus an applicable margin.  Such indebtedness, if any, may be refinanced with other banks or broker-dealers.  As of the date of this letter, Mr. Henick does not have any margin loans outstanding secured by Common Stock.
 

 

 
-12-

 
 
SD Financial Institutions and Value Opportunity Fund, LP may from time to time acquire shares of Common Stock, in part, using margin account loans from Charles Schwab & Co., Inc. extended in the ordinary course of business.  All purchases of Common Stock that would involve funds borrowed from Charles Schwab & Co., Inc. would be made in margin transactions on that firm’s usual terms and conditions.  All or part of the shares of such Common Stock held by SD Financial Institutions and Value Opportunity Fund, LP and its affiliates may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities.  Such loans generally bear interest at a rate based upon the federal funds rate plus an applicable margin.  Such indebtedness, if any, may be refinanced with other banks or broker-dealers.  As of the date of this letter, neither SD Financial Institutions and Value Opportunity Fund, LP nor any of its affiliates have any margin loans outstanding secured by Common Stock.
 
Arrangements or Understandings with Other Persons

Mr. Lashley has agreements with the limited partnerships and companies managed and advised by PL Capital, LLC, Goodbody/PL Capital, LLC and PL Capital Advisors, LLC, whereby Mr. Lashley is indemnified by those limited partnerships and companies for any liabilities he may incur in connection with his duties, including PL Capital Group’s intended solicitation of proxies for use at the 2014 Annual Meeting of Shareholders of the Company.
 
Mr. Henick has agreements with the limited partnerships and companies managed and advised by PL Capital, LLC, Goodbody/PL Capital, LLC and PL Capital Advisors, LLC, whereby Mr. Henick is indemnified by those limited partnerships and companies for any liabilities he may incur in connection with PL Capital Group’s intended solicitation of proxies for use at the 2014 Annual Meeting of Shareholders of the Company.
 
Those limited partnerships and companies will also reimburse Mr. Lashley and Mr. Henick for any expenses that either reasonably incurs in connection with the PL Capital Group’s intended solicitation of proxies for use at the 2014 Annual Meeting of Shareholders of the Company.
 
Mr. Henick has agreements with the limited partnerships and companies managed and advised by ScurlyDog Capital, LLC and SD Capital Partners, LLC, whereby Mr. Henick is indemnified by those limited partnerships and companies for any liabilities he may incur in connection with his duties, including PL Capital Group’s intended solicitation of proxies for use at the 2014 Annual Meeting of Shareholders of the Company.  Those limited partnerships and companies may also reimburse Mr. Henick for any expenses that either reasonably incurs in connection with the PL Capital Group’s intended solicitation of proxies for use at the 2014 Annual Meeting of Shareholders of the Company.
 


 
 
-13-

 
 
Except as noted above, to Mr. Henick’s knowledge, he has no arrangement or understandings with any other person pursuant to which he was or is to be selected as a director or nominee for election as a director of the Company.
 
As of the date of this letter, no member of the PL Capital Group or Howard Henick, ScurlyDog Capital, LLC and their affiliates have retained any person or firm to make solicitations or recommendations to shareholders for the purpose of assisting in the election of Mr. Henick as a director.
 
Other Shareholders Known to be Supporting Mr. Henick

No other shareholder other than Mr. Henick, ScurlyDog Capital, LLC and their affiliates and members of the PL Capital Group are known to Mr. Lashley to be supporting Mr. Henick as a nominee.
 
Beneficial Ownership

See Appendix A for the beneficial ownership of the members of the PL Capital Group as well as Mr. Henick, ScurlyDog Capital, LLC and their affiliates.  In the aggregate, the PL Capital Group beneficially owns 449,976 shares of Common Stock (9.2% of the Common Stock outstanding)  and Mr. Henick, ScurlyDog Capital, LLC and their affiliates beneficially own 39,289 shares of Common Stock (0.8% of the Common Stock outstanding).
 
Mr. Henick, ScurlyDog Capital, LLC and their affiliates expressly disclaim beneficial ownership of securities held by the PL Capital Group.
 
The PL Capital Group expressly disclaims beneficial ownership of securities held by Mr. Henick, ScurlyDog Capital, LLC and their affiliates.
 
* * *
 
As required by Section 3.12 of Article III of the Company’s Bylaws, if the Company’s board of directors or a committee thereof believes this notice is incomplete or otherwise deficient in any respect, please contact Mr. Lashley immediately so that he may promptly address any alleged deficiencies.
 
Very truly yours,


Richard Lashley



 
 
-14-

 
Appendix A
 
Name and Address
Shares Held Beneficially
Percent of Class
Shares Held By
Non-Participant Associates
Richard Lashley
2 Trinity Place
Warren, NJ 07059
438,546 (1)
9.0%
0
John Palmer
4216 Richwood Court
Naperville, IL  60540
436,696(2)
8.9%
0
PL Capital, LLC
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
380,573
7.8%
0
PL Capital Advisors, LLC
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
433,546
8.8%
0
Financial Edge Fund, LP
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
251,142
5.1%
0
Financial Edge-Strategic Fund, LP
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
82,885
1.7%
0
PL Capital/Focused Fund, LP
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
46,546
1.0%
0
Goodbody/PL Capital, LLC
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
52,973
1.1%
0
Goodbody/PL Capital, LP
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
52,973
1.1%
0
Lashley Family 2011 Trust
Beth Lashley, Trustee
2 Trinity Place
Warren, NJ 07059
8,280
0.2%
0
Robin Lashley
47 E. Chicago Avenue, Suite 336
Naperville, Illinois 60540
2,500
<0.1%
0
Caitlin Ann Lashley 2010 Trust
Richard Lashley, Trustee
2 Trinity Place
Warren, NJ 07059
1,000
<0.1%
0
Danielle Morgan Lashley 2010 Trust
Richard Lashley, Trustee
2 Trinity Place
Warren, NJ 07059
1,000
<0.1%
0
Howard Henick
26 Highland Avenue
Chatham, NJ 07928
39,289(3)
0.8%
0
 
 
-15-

 

 
SD Financial Institutions and Value Opportunity Fund, LP
4 Willowbrook Road
Rumson, NJ 0776029
29,289
0.6%
0
ScurlyDog Capital, LLC
4 Willowbrook Road
Rumson, NJ 07760
29,289
0.6%
0
SD Capital, LLC
4 Willowbrook Road
Rumson, NJ 07760
29,289
0.6%
0
   
 
(1)  Includes 433,546 shares held by Financial Edge Fund LP, Goodbody/PL Capital LP, PL Capital/Focused Fund LP and Financial Edge-Strategic Fund LP; 500 shares held by Mr. Lashley as an individual; 2,500 shares held by Robin Lashley over which Mr. Lashley has certain discretionary authority; 1,000 shares held by the Caitlin Anne Lashley 2010 Trust of which Mr. Lashley is Trustee; 1,000 shares held by the Danielle Morgan Lashley 2010 Trust of which Mr. Lashley is Trustee.
 
(2)  Includes 433,546 shares held by Financial Edge Fund LP, Goodbody/PL Capital LP, PL Capital/Focused Fund LP and Financial Edge-Strategic Fund LP; 100 shares held by Mr. Palmer directly as an individual; 3,050 shares held in Mr. Palmer’s IRA.
 
(3)  Includes 10,000 shares beneficially owned by Mr. Henick personally and 29,289 shares beneficially owned by SD Financial Institutions and Value Opportunity Fund, LP (of which ScurlyDog Capital, LLC is the investment advisor and SD Capital Partners, LLC is the General Partner).
 
Mr. Henick, ScurlyDog Capital, LLC and their affiliates expressly disclaim beneficial ownership of securities held by the PL Capital Group.
 
The PL Capital Group expressly disclaims beneficial ownership of securities held by Mr. Henick,ScurlyDog Capital, LLC and their affiliates.
 
 
 


 
 
-16-

 
 

CONSENT OF PROPOSED NOMINEE


I, Howard Henick, hereby consent to be named in the proxy statement of the PL Capital Group to be used in connection with its solicitation of proxies from the shareholders of Alliance Bancorp, Inc. of Pennsylvania for use in voting at the 2014 Annual Meeting of Shareholders of Alliance Bancorp, Inc. of Pennsylvania and I hereby consent and agree to serve a director of Alliance Bancorp, Inc. of Pennsylvania if elected at such Annual Meeting.


_________________________
Howard Henick

Dated:  November ____, 2013