-----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, SqeVr7YVQY6DweMMzG0BL2bb7WJHBLaASE+gxQvzpbR4V/zWMwIrihdXcptVOvNX XZQ5IBdu22F+1Etzqi4umg== 0000897226-07-000212.txt : 20070911 0000897226-07-000212.hdr.sgml : 20070911 20070911170244 ACCESSION NUMBER: 0000897226-07-000212 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070911 DATE AS OF CHANGE: 20070911 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MASSBANK CORP CENTRAL INDEX KEY: 0000799166 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042930382 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37879 FILM NUMBER: 071111493 BUSINESS ADDRESS: STREET 1: 123 HAVEN STREET CITY: READING STATE: MA ZIP: 01867 BUSINESS PHONE: 6179428192 MAIL ADDRESS: STREET 1: 123 HAVEN STREET CITY: READING STATE: PA ZIP: 01867 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRIVATE CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0000897226 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 593654603 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 8889 PELICAN BAY BLVD STREET 2: STE 500 CITY: NAPLES STATE: FL ZIP: 34108 BUSINESS PHONE: 9412542525 MAIL ADDRESS: STREET 1: 8889 PELICAN BAY BLVD STREET 2: STE 500 CITY: NAPLES STATE: FL ZIP: 34108 FORMER COMPANY: FORMER CONFORMED NAME: PRIVATE CAPITAL MANAGEMENT INC /FL DATE OF NAME CHANGE: 19950223 SC 13D 1 masb.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MASSBANK Corp. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 06646R107 (CUSIP Number) Mr. Chad Atkins Private Capital Management, L.P. 8889 Pelican Bay Blvd. Suite 500 Naples, FL 34108 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 10, 2007 (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 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X] CUSIP No. 06646R107 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Private Capital Management, L.P. (I.R.S. Number 59-3654603) 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Private Capital Management, L.P. Delaware 7. Sole Voting Power Private Capital Management, L.P. 0 8. Shared Voting Power Private Capital Management, L.P. 416,934 9. Sole Dispositive Power Private Capital Management, L.P. 0 10. Shared Dispositive Power Private Capital Management, L.P. 416,934 11. Aggregate Amount Beneficially Owned by Each Reporting Person Private Capital Management, L.P. 416,934 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) Private Capital Management, L.P. 9.7% 14. Type of Reporting Person (See Instructions) Private Capital Management, L.P. IA Item 1. Security and Issuer. This Schedule 13D relates to the Common Stock, $1.00 par value per share (the "Common Stock"), of MASSBANK Corp., a Massachusetts corporation. The principal executive office of which is located at 123 Haven Street, Reading, Massachusetts 01867. The Common Stock is traded on the NASDAQ Global Select Market. Item 2. Identity and Background. (a) Name. The person filing this Schedule 13D is Private Capital Management, L.P. ("PCM"). (b) Business Address. The Reporting Person's business address is 8889 Pelican Bay Blvd. Suite 500, Naples, Florida 34108. (c) Principal Occupation. PCM is a registered investment adviser under the Investment Advisers Act of 1940. PCM has the power and authority to make decisions to buy and sell securities on behalf of its clients. (d) PCM has not, during the last five years, been convicted as a part of any criminal proceedings. (e) PCM has not, during the last five years, been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person 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 a finding of any violation with respect to such laws. (f) PCM is a limited partnership organized under the laws of the state of Delaware. Item 3. Source and Amount of Funds or Other Consideration. PCM has acquired shares of Common Stock at an aggregate purchase price of $5,083,366 on behalf of its investment advisory clients. Funds for these purchases were derived from PCM clients. Item 4. Purpose of Transaction. PCM purchased the shares of Common Stock of the Company on behalf of PCM clients for investment purposes. On August 22, 2007, PCM sent a letter to each member of the Company's Board of Directors outlining a number of significant concerns about the Company, including the erosion of key operating metrics and current management's commitment to realizing long-term value for the Company's outside shareholders. A copy of the August 22, 2007 letter is attached as an exhibit hereto. PCM subsequently received a curt, three-line written response from the Company's President & CEO, Mr. Gerard Brandi, advising that the Company is committed to the "best interests of all its shareholders." In light of the Company's perfunctory response and apparent lack of interest in addressing the serious concerns raised by PCM and other significant shareholders, PCM is currently reviewing a number of courses of action focused on protecting and enhancing shareholder value including, among other things, engaging in discussions with other shareholders, third parties and, if invited to do so, the Company. The actions ultimately initiated or supported by PCM, if any, will in part depend on PCM's evaluation of actions taken or proposed by the Company and others. In the absence of meaningful action on the part of the Company, PCM would strongly consider supporting actions, among others, to change the composition of the Company's Board, install new management or effect a strategic transaction involving the Company. Depending on PCM's assessment of future developments, PCM may acquire or sell Common Stock of the Company on behalf its clients. In making this filing and engaging in activities described herein, PCM intends to continue to act on its own accord on behalf of PCM clients and not in concert with any other investor or as a part of any group. Except as set forth herein and in the August 22, 2007 letter to the Company's Board, PCM has no preset plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) Number of Percentage Reporting Person Shares of Shares Private Capital Management, L.P. 416,934 (9.7%) While PCM may be deemed to beneficially own 416,934 shares of the Common Stock in the PCM investment advisory accounts of clients, the filing of this Schedule 13D shall not be construed as an admission that such persons are the beneficial owners of any such securities. (b) Sole power to vote or direct the vote: Private Capital Management, L.P. 0 Shared power to vote or direct the vote: Private Capital Management, L.P. 416,934 Sole power to dispose or to direct the disposition: Private Capital Management, L.P. 0 Shared power to dispose or direct the disposition: Private Capital Management, L.P. 416,934 (c) The following table sets forth PCM's transactions in the shares of the Common Stock during the last 60 days: Private Capital Management, L.P. The schedule below includes both discretionary transactions and client directed transactions where PCM did not exercise sole investment discretion. Number of Average Transaction Date Shares Price Per Share Effected 7/31/2007 100 34.25 Open Market Sale 8/09/2007 700 34.05 Open Market Purchase 8/10/2007 1400 33.99 Open Market Purchase 8/22/2007 200 33.65 Open Market Sale 8/29/2007 100 33.65 Open Market Sale (d) PCM is an investment advisor registered under the Investment Advisors Act of 1940. Pursuant to investment advisory contracts with its clients, PCM has shared dispositive power over the shares of the Common Stock in the PCM investment advisory accounts of clients. The individual clients, none of whom individually owns beneficially more than 5% of the total class of such securities, have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, the shares of the Common Stock. (e) Not applicable Item 6. Contracts, Arrangements, Understandings or Relationships. None Item 7. Exhibits. None 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. Dated September 11, 2007 PRIVATE CAPITAL MANAGEMENT, L.P. By: /s/Bruce S. Sherman Bruce S. Sherman, CEO EX-1 2 ex1.txt August 22, 2007 Board of Directors MASSBANK Corp. 123 Haven Street Reading, MA 01867 Dear Director: Private Capital Management, L.P. ("PCM"), has been a shareholder of MASSBANK Corp. since 1990. As of its most recent 13F filing PCM held on behalf of its clients approximately 9.7% of the Company's outstanding shares. As our dealings with the Company over the last 16 plus years have demonstrated, it is our first preference to work constructively with management and adopt a patient, long-term view of the companies in which we invest. In this light it is unfortunate that we now feel compelled as MASSBANK's largest shareholder to write this letter requesting that MASSBANK's Board move expeditiously to independently review and address the issues raised in the recent 13D filing by fellow shareholder Lawrence Seidman. Like Mr. Seidman, we have fundamental concerns regarding current management's commitment and ability to manage the Company in the best interest of its shareholders. We have noted that the Company's CEO, Gerard Brandi, is also a significant shareholder of the Company. We ordinarily take a positive view of management having a large ownership stake as it tends to indicate management's goal congruency with long-term investors. In this case, however, despite significant insider ownership, we are concerned that senior management has become complacent at the expense of the Company and its outside shareholders. During my last discussion with Mr. Brandi, I raised concerns about the direction of the Company, including management's under-utilization of MASSBANK's funding base, deposit losses, stagnant earnings, and apparent lack of commitment to surfacing value for shareholders. Mr. Brandi stated that he would get back to me to address these issues. I am still awaiting that call. The Company's most recent results also indicate that our concerns fell on deaf ears as key operating metrics of the Company have continued to erode. Accordingly, we believe it is now incumbent on the Board and its independent directors in their role as fiduciaries to undertake a thorough review of the operational and management issues that have been raised by MASSBANK shareholders. Under the Company's Corporate Governance Guidelines, each director is required to exercise a duty of care and diligence to the Company taking into account "the interests of all shareholders," not solely the interest of senior managers. A decision by the Board not to act at this juncture will add additional credence to the view that current leadership has ceased to serve the best interests of Company and its outside shareholders. Needless to say, forcing shareholders to engage in a proxy contest simply to focus the Board's attention on these legitimate concerns would prove both distracting to the Company and result in yet another poor allocation of shareholder capital. We thank you for your consideration of the concerns we are raising in this letter and appreciate the courtesy of a response regarding the Board's engagement with them not later than September 5, 2007. Very truly yours, /s/ Bruce S. Sherman Bruce S. Sherman Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----