-----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, H4fCvimjZnAwtuNkRVYEKyEqjZ6uRUe1+ESSHAejW8wIG6NvSW6Q8HsdTypjCT8z RDZWZnnaFKf8E06CagF8yQ== 0000897069-09-000032.txt : 20090109 0000897069-09-000032.hdr.sgml : 20090109 20090109172640 ACCESSION NUMBER: 0000897069-09-000032 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090109 DATE AS OF CHANGE: 20090109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY BANCORP INC CENTRAL INDEX KEY: 0000769207 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 251705405 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45289 FILM NUMBER: 09519756 BUSINESS ADDRESS: STREET 1: 1009 PERRY HIGHWAY CITY: PITTSBURGH STATE: PA ZIP: 15237 BUSINESS PHONE: 4123673300 MAIL ADDRESS: STREET 1: 1009 PERRY HIGHWAY CITY: PITTSBURGH STATE: PA ZIP: 15237 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL EDGE FUND L P CENTRAL INDEX KEY: 0001008845 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 20 E. JEFFERSON AVENUE STREET 2: SUITE 22 CITY: NAPERVILLE STATE: IL ZIP: 60540 BUSINESS PHONE: 6308481340 MAIL ADDRESS: STREET 1: 20 E. JEFFERSON AVENUE STREET 2: SUITE 22 CITY: NAPERVILLE STATE: IL ZIP: 60540 SC 13D 1 cmw3950.htm SCHEDULE 13D

CUSIP No. 315831107

Page 1 of 19 Pages

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

FIDELITY BANCORP, INC.
(Name of Issuer)

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

315831107
(CUSIP Number)

Mr. Richard J. Lashley
PL Capital, LLC
20 E. Jefferson Ave.
Suite 22
Naperville, IL 60540
973-360-1666
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 2, 2009
(Date of Event which Requires Filing of this Statement)

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

CUSIP No. 315831107

Page 2 of 19 Pages



1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Financial Edge Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 59,238
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH:		10	SHARED DISPOSITIVE POWER 59,238

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,238
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 60037B106

Page 3 of 19 Pages



1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Financial Edge—Strategic Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 28,600
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH:		10	SHARED DISPOSITIVE POWER 28,600

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,600
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 60037B106

Page 4 of 19 Pages



1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Goodbody/PL Capital, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 29,600
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH:		10	SHARED DISPOSITIVE POWER 29,600

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,600
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 60037B106

Page 5 of 19 Pages



1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PL Capital/Focused Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 56,000
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH:		10	SHARED DISPOSITIVE POWER 56,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 60037B106

Page 6 of 19 Pages



1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 143,838
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH:		10	SHARED DISPOSITIVE POWER 143,838

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 143,838
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 60037B106

Page 7 of 19 Pages



1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PL Capital Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 173,438
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH:		10	SHARED DISPOSITIVE POWER 173,438

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 173,438
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 60037B106

Page 8 of 19 Pages



1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Goodbody/PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 29,600
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH:		10	SHARED DISPOSITIVE POWER 29,600

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,600
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 60037B106

Page 9 of 19 Pages



1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John W. Palmer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 173,438
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH:		10	SHARED DISPOSITIVE POWER 173,438

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 173,438
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 60037B106

Page 10 of 19 Pages



1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Richard J. Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [ ]
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED		8	SHARED VOTING POWER 173,438
BY EACH REPORTING		9	SOLE DISPOSITIVE POWER 0
PERSON WITH:		10	SHARED DISPOSITIVE POWER 173,438

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 173,438
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 60037B106

Page 11 of 19 Pages

Item 1.

Security and Issuer

This Schedule 13D relates to the common stock, $0.01 par value (“Common Stock”), of Fidelity Bancorp, Inc. (the “Company” or “Fidelity Bancorp”). The address of the principal executive offices of the Company is 1009 Perry Highway, Pittsburgh, PA 15237.

Item 2.

Identity and Background

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

•

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

•

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

•

PL Capital/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”)

•

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

•

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”)

•

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

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

(1)

shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic and Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of PL Capital, the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund;

CUSIP No. 60037B106

Page 12 of 19 Pages

(2)

shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of PL Capital Advisors, the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP; and

(3)

shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of Goodbody/PL LLC, the General Partner of Goodbody/PL LP.

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer and Mr. Lashley is: c/o PL Capital, 20 East Jefferson Avenue, Suite 22, Naperville, Illinois 60540. Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP and Goodbody/PL LLC are engaged in various interests, including investments.

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

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

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

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

Item 3.

Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group owns 173,438 shares of Common Stock of the Company acquired at an aggregate cost of $1,074,360.

The amount of funds expended by Financial Edge Fund to acquire the 59,238 shares of Common Stock it holds in its name is $368,373. Such funds were provided from Financial Edge Fund’s available capital and from time to time from margin loans provided by BNP Paribas Prime Brokerage, Inc. (“BNP Paribas”).

The amount of funds expended by Financial Edge Strategic to acquire the 28,600 shares of Common Stock it holds in its name is $176,698. Such funds were provided from Financial Edge Strategic’s available capital and from time to time from margin loans provided by BNP Paribas.

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The amount of funds expended by Goodbody/PL LP to acquire the 29,600 shares of Common Stock it holds in its name is $183,248. Such funds were provided from Goodbody/PL LP’s available capital and from time to time from margin loans provided by BNP Paribas.

The amount of funds expended by Focused Fund to acquire the 56,000 shares of Common Stock it holds in its name is $346,041. Such funds were provided from Focused Fund’s available capital.

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 firms’ usual terms and conditions. All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the PL Capital Group. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing no member of the PL Capital Group has margin or other loans outstanding secured by Common Stock other than Financial Edge Fund, Financial Edge Strategic and Goodbody/PL LP.

Item 4.

Purpose of Transaction

This is the PL Capital Group’s initial Schedule 13D filing. The PL Capital Group acquired shares of Common Stock because it believes that the Common Stock is undervalued even after adjusting for potential future losses on the Company’s holdings in trust preferred securities and mutual funds. On December 31, 2008, the Common Stock closed at $6.23, which equals 48% of the Company’s September 30, 2008 tangible book value of $13.03.

The PL Capital Group plans to ask management of Fidelity Bancorp what their operating and strategic plans are for, among other things,: (1) minimizing and/or offsetting the negative impact of its holdings of trust preferred securities and mutual funds, (2) managing credit risk in the current economic downturn, (3) deploying the capital raised through the U.S. Treasury’s previously announced Troubled Asset Relief Program, and (4) maximizing the value of the Common Stock, including investigating the potential sale of the Company.

Members of the PL Capital Group may make further purchases of shares of Common Stock. Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.

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

CUSIP No. 60037B106

Page 14 of 19 Pages

Item 5.

Interest in Securities of the Company

The percentages used in this Schedule 13D are calculated based upon 3,039,585 outstanding shares of Common Stock. This is the number of shares of Common Stock that Fidelity Bancorp reported as outstanding as of December 9, 2008 in its most recent Annual Report on Form 10-K , which was filed with Securities and Exchange Commission on December 23, 2008. The PL Capital Group’s transactions in the Common Stock within the past 60 days of the date of this filing are as follows:

(A)

Financial Edge Fund

(a)-(b) See cover page.

Date	Number of Shares Purchased	Price Per Share	Total Cost
12/21/08	3,197	$6.75	$21,628
12/23/08	8,000	$6.25	$50,410
12/29/08	6,000	$5.80	$35,110
12/30/08	17,000	$5.96	$102,101
12/31/08	14,041	$6.15	$87,064
1/2/09	11,000	$6.50	$72,060

(d) Because Mr. Palmer and Mr. 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. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Fund with regard to those shares of Common Stock.

(B)

Financial Edge Strategic

(a)-(b) See cover page.

(c) Financial Edge Strategic made the following purchases of Common Stock within the past 60 days of the date of this filing:

Date	Number of Shares Purchased	Price Per Share	Total Cost
12/23/08	5,000	$6.25	$31,510
12/29/08	3,500	$5.80	$20,485
12/30/08	8,000	$5.96	$48,053
12/31/08	7,500	$6.15	$46,510
1/2/09	4,600	$6.50	$30,140

CUSIP No. 60037B106

Page 15 of 19 Pages

(d) Because Mr. Palmer and Mr. 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. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Strategic with regard to those shares of Common Stock.

(C)

Goodbody/PL LP

(a)-(b) See cover page.

Date	Number of Shares Purchased	Price Per Share	Total Cost
12/23/08	5,000	$6.25	$31,510
12/29/08	3,500	$5.80	$20,485
12/30/08	8,000	$5.96	$48,053
12/31/08	7,500	$6.15	$46,510
1/2/09	5,600	$6.50	$36,690

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

(D)

Focused Fund

(a)-(b) See cover page.

Date	Number of Shares Purchased	Price Per Share	Total Cost
12/23/08	7,000	$6.25	$44,110
12/29/08	7,000	$5.80	$40,960
12/30/08	17,000	$5.96	$102,102
12/31/08	14,000	$6.15	$86,810
1/2/09	11,000	$6.50	$72,060

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

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(E)

PL Capital

(a)-(b) See cover page.

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

(F)

PL Capital Advisors

(a)-(b) See cover page.

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

(G)

Goodbody/PL LLC

(a)-(b) See cover page.

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

(H)

Mr. John W. Palmer

(a)-(b) See cover page.

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(I)

Mr. Richard J. Lashley

(a)-(b) See cover page.

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 and/or PL Capital Advisors are entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital. With respect to Goodbody/PL LP: Goodbody/PL LLC and/or PL Capital Advisors are entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital.

Other than the foregoing agreements and the Joint Filing Agreement filed as Exhibit 1 to this filing, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.

Item 7.

Material to be Filed as Exhibits


Exhibit No.	Description
1	Joint Filing Agreement

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Page 18 of 19 Pages

SIGNATURES

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

Date: January 9, 2009


	FINANCIAL EDGE FUND, L.P.
	By: PL CAPITAL, LLC
	General Partner
	By: /s/ John Palmer	/s/ Richard Lashley
	John Palmer	Richard Lashley
	Managing Member	Managing Member

	FINANCIAL EDGE-STRATEGIC FUND, L.P.
	By: PL CAPITAL, LLC
	General Partner
	By: /s/ John Palmer	/s/ Richard Lashley
	John Palmer	Richard Lashley
	Managing Member	Managing Member

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

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	GOODBODY/PL CAPITAL, L.P.
	By: GOODBODY/PL CAPITAL, LLC
	General Partner
	By: /s/ John Palmer	/s/ Richard Lashley
	John Palmer	Richard Lashley
	Managing Member	Managing Member

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

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

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


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

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

EXHIBIT 1

JOINT FILING AGREEMENT

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

Date: January 9, 2009


	FINANCIAL EDGE FUND, L.P.
	By: PL CAPITAL, LLC
	General Partner
	By: /s/ John Palmer	/s/ Richard Lashley
	John Palmer	Richard Lashley
	Managing Member	Managing Member

	FINANCIAL EDGE-STRATEGIC FUND, L.P.
	By: PL CAPITAL, LLC
	General Partner
	By: /s/ John Palmer	/s/ Richard Lashley
	John Palmer	Richard Lashley
	Managing Member	Managing Member

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



	GOODBODY/PL CAPITAL, L.P.
	By: GOODBODY/PL CAPITAL, LLC
	General Partner
	By: /s/ John Palmer	/s/ Richard Lashley
	John Palmer	Richard Lashley
	Managing Member	Managing Member

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

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

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


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

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

-----END PRIVACY-ENHANCED MESSAGE-----

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SIGNATURES

JOINT FILING AGREEMENT

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549