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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Texas Capital Bancshares, Inc
| (Name of Issuer) |
Common Stock, par value $0.01 per share
| (Title of Class of Securities) |
88224Q107
| (CUSIP Number) |
Mr. Terry Maltese, Sandler O’Neill Asset Management LLC,
780 Third Avenue, 5th Floor, New York, NY 10017 (212) 486-7300
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
September 19, 2008
| (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 ¨.
Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 20 pages.
| Exhibit Index located on Page 15 | SEC 1746 (12-91) |
SCHEDULE 13D
| CUSIP No. 88224Q107 | Page 2 of 20 Pages |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of above person
Sandler O’Neill Asset Management, LLC |
|||
| 2. | Check the Appropriate Box if a Member of a Group* | (a) ¨ (b) ¨
| ||
| 3. | SEC Use Only
|
|||
| 4. | Source of Funds*
00 |
|||
| 5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ | ||
| 6. | Citizen or Place of Organization
New York |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
| |
| 8. Shared Voting Power
1,474,000 | ||
| 9. Sole Dispositive Power
| ||
| 10. Shared Dispositive Power
1,474,000 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,474,000 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
4.78% |
|||
| 14. | Type of Reporting Person*
00 |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
| CUSIP No. 88224Q107 | Page 3 of 20 Pages |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of above person
SOAM Holdings, LLC |
|||
| 2. | Check the Appropriate Box if a Member of a Group* | (a) ¨ (b) ¨
| ||
| 3. | SEC Use Only
|
|||
| 4. | Source of Funds*
00 |
|||
| 5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ | ||
| 6. | Citizen or Place of Organization
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
| |
| 8. Shared Voting Power
904,600 | ||
| 9. Sole Dispositive Power
| ||
| 10. Shared Dispositive Power
904,600 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
904,600 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
2.94% |
|||
| 14. | Type of Reporting Person*
00 |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
| CUSIP No. 88224Q107 | Page 4 of 20 Pages |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of above person
Malta Partners, L.P. |
|||
| 2. | Check the Appropriate Box if a Member of a Group* | (a) ¨ (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. | Citizen or Place of Organization
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
| |
| 8. Shared Voting Power
31,400 | ||
| 9. Sole Dispositive Power
| ||
| 10. Shared Dispositive Power
31,400 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
31,400 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
0.10% |
|||
| 14. | Type of Reporting Person*
PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
| CUSIP No. 88224Q107 | Page 5 of 20 Pages |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of above person
Malta Hedge Fund, L.P. |
|||
| 2. | Check the Appropriate Box if a Member of a Group* | (a) ¨ (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. | Citizen or Place of Organization
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
| |
| 8. Shared Voting Power
45,800 | ||
| 9. Sole Dispositive Power
| ||
| 10. Shared Dispositive Power
45,800 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
45,800 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
0.15% |
|||
| 14. | Type of Reporting Person*
PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
| CUSIP No. 88224Q107 | Page 6 of 20 Pages |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of above person
Malta Hedge Fund II, L.P. |
|||
| 2. | Check the Appropriate Box if a Member of a Group* | (a) ¨ (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. | Citizen or Place of Organization
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
| |
| 8. Shared Voting Power
270,500 | ||
| 9. Sole Dispositive Power
| ||
| 10. Shared Dispositive Power
270,500 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
270,500 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
0.88% |
|||
| 14. | Type of Reporting Person*
PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
| CUSIP No. 88224Q107 | Page 7 of 20 Pages |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of above person
Malta Offshore, Ltd |
|||
| 2. | Check the Appropriate Box if a Member of a Group* | (a) ¨ (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. | Citizen or Place of Organization
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
| |
| 8. Shared Voting Power
78,900 | ||
| 9. Sole Dispositive Power
| ||
| 10. Shared Dispositive Power
78,900 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
78,900 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
0.26% |
|||
| 14. | Type of Reporting Person*
CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
| CUSIP No. 88224Q107 | Page 8 of 20 Pages |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of above person
Malta MLC Fund, LP |
|||
| 2. | Check the Appropriate Box if a Member of a Group* | (a) ¨ (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. | Citizen or Place of Organization
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
| |
| 8. Shared Voting Power
206,900 | ||
| 9. Sole Dispositive Power
| ||
| 10. Shared Dispositive Power
206,900 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
206,900 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
0.67% |
|||
| 14. | Type of Reporting Person*
CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
| CUSIP No. 88224Q107 | Page 9 of 20 Pages |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of above person
Malta MLC Offshore, Ltd |
|||
| 2. | Check the Appropriate Box if a Member of a Group* | (a) ¨ (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. | Citizen or Place of Organization
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
| |
| 8. Shared Voting Power
240,500 | ||
| 9. Sole Dispositive Power
| ||
| 10. Shared Dispositive Power
240,500 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
240,500 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
0.78% |
|||
| 14. | Type of Reporting Person*
CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
| CUSIP No. 88224Q107 | Page 10 of 20 Pages |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of above person
Malta Titan Fund, LP |
|||
| 2. | Check the Appropriate Box if a Member of a Group* | (a) ¨ (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. | Citizen or Place of Organization
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
| |
| 8. Shared Voting Power
350,000 | ||
| 9. Sole Dispositive Power
| ||
| 10. Shared Dispositive Power
350,000 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
350,000 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
1.14% |
|||
| 14. | Type of Reporting Person*
CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
| CUSIP No. 88224Q107 | Page 11 of 20 Pages |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of above person
SOAM Capital Partners, L.P. |
|||
| 2. | Check the Appropriate Box if a Member of a Group* | (a) ¨ (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. | Citizen or Place of Organization
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
| |
| 8. Shared Voting Power
250,000 | ||
| 9. Sole Dispositive Power
| ||
| 10. Shared Dispositive Power
250,000 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
250,000 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
0.81% |
|||
| 14. | Type of Reporting Person*
CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
| CUSIP No. 88224Q107 | Page 12 of 20 Pages |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of above person
Terry Maltese |
|||
| 2. | Check the Appropriate Box if a Member of a Group* | (a) ¨ (b) ¨
| ||
| 3. | SEC Use Only
|
|||
| 4. | Source of Funds*
00 |
|||
| 5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ | ||
| 6. | Citizen or Place of Organization
USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. Sole Voting Power
| |
| 8. Shared Voting Power
1,474,000 | ||
| 9. Sole Dispositive Power
| ||
| 10. Shared Dispositive Power
1,474,000 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,474,000 |
|||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
4.78% |
|||
| 14. | Type of Reporting Person*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
| Item 1. | Security and Issuer. |
The class of equity securities to which this statement relates is the common stock, par value $0.01 per share (“Common Stock”), of Texas Capital Bancshares, Inc. (the “Issuer”) with its principal office at 2100 McKinney Avenue, Suite 1250, Dallas TX 75201.
| Item 2. | Identity and Background. |
(a) This statement is being filed by (i) Sandler O’Neill Asset Management LLC, a New York limited liability company (“SOAM”), with respect to shares of Common Stock beneficially owned by Malta Partners, L.P., a Delaware limited partnership (“MP”), Malta Hedge Fund, L.P., a Delaware limited partnership (“MHF”), Malta Hedge Fund II, L.P., a Delaware limited partnership (“MHFII”) and Malta Offshore, Ltd., a Cayman Islands company (“MO”), Malta MLC Fund, L.P., a Delaware limited partnership (“MLC”), Malta MLC Offshore, Ltd., a Cayman Islands company (“MLCO”) and Malta Titan Fund, LP, a Cayman Islands limited partnership (“Titan”) (ii) SOAM Holdings, LLC, a Delaware limited liability company (“Holdings”), with respect to shares of Common Stock beneficially owned by MP, MHF, MHFII, MLC and Titan (iii) MP, with respect to shares of Common Stock beneficially owned by it, (iv) MHF, with respect to shares of Common Stock beneficially owned by it, (v) MHFII, with respect to shares of Common Stock beneficially owned by it, (vi) MO, with respect to shares of Common Stock beneficially owned by it, (vii) MLC, with respect to shares of Common Stock beneficially owned by it, (viii) MLCO, with respect to shares of Common Stock beneficially owned by it, (vii) Titan, with respect to shares of Common Stock beneficially owned by it and (vii) Terry Maltese, with respect to shares of Common Stock beneficially owned by MP, MHF, MHFII., MO, MLC, MLCO and Titan; and as managing member of SOAM Ventures, LLC (“Ventures”), a Delaware limited liability company, with respect to shares of Common Stock beneficially owned by SOAM Capital Partners, L.P. (“SCP”), a Delaware limited partnership of which Ventures is the management company. The foregoing persons are hereinafter sometimes referred to collectively as the “Reporting Persons” and MP, MHF, MHFII, MLC and Titan are sometimes collectively referred to herein as the “Partnerships.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The sole general partner of each of the Partnerships is Holdings, and administrative and management services for the Partnerships are provided by SOAM. SOAM also provides management services to MO and MLCO. The managing member and President of Holdings and SOAM is Mr. Maltese. In his capacity as President and managing member of Holdings, Ventures, and SOAM, Mr. Maltese exercises voting and dispositive power over all shares of Common Stock beneficially owned by MP, MHF, MHFII, SCP, MO, MLC, MLCO, Titan, SOAM and Holdings. The non-managing member of Holdings and SOAM is Sandler O’Neill Holdings, LLC, a New York limited liability company (“S.O. Holdings”).
(b) The address of the principal offices of each of MP, MHF, MHFII, SCP, MLC, Titan, Holdings and SOAM and the business address of Mr. Maltese is Sandler O’Neill Asset Management LLC, 780 Third Avenue, 5th Floor, New York, New York 10017. The address of the principal office of MO and MLCO is c/o BYSIS Hedge Fund Services (Cayman) Limited, P.O. Box 30362 SMB, Harbour Centre, Third Floor, George Town, Grand Cayman, Cayman Islands, British West Indies. The address of the principal office of S.O. Holdings is c/o Sandler O’Neill & Partners, L.P., 919 Third Avenue, 6th Floor, New York, New York 10022.
Page 13 of 20
(c) The principal business of MP, MHF, MHFII, MLC, Titan and SCP is that of private partnerships engaged in investment in securities for its own account. The principal business of MO and MLCO is that of investment in securities for its own account. The principal business of Holdings is that of acting as general partner for the Partnerships. The principal business of SOAM is that of providing administrative and management services to the Partnerships and management services to MO and MLCO. The present principal occupation or employment of Mr. Maltese is President of SOAM and Holdings. The principal business of S.O. Holdings is investing in Holdings and SOAM.
(d) During the last five years, none of MP, MHF, MHFII, SCP MO, MLCO, Titan, Holdings, SOAM, S.O. Holdings or Mr. Maltese has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of MP, MHF, MHFII, MO, SCP, MLCO, Titan, Holdings, SOAM, S.O. Holdings or Mr. Maltese has been a party to a civil proceeding of a 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 finding any violation with respect to such laws.
(f) Mr. Maltese is a U.S. citizen.
| Item 3. | Source and Amount of Funds. |
The net investment cost (including commissions, if any) of the shares of Common Stock held by MP, MHF, MHFII, MO, SCP, MLC, MLCO and Titan is $478,759, $694,770, $4,108,049, $1,195,687, $3,625,000, $3,138,108, $3,634,836 and $5,075,000 respectively. Such shares were purchased with the investment capital of the respective entities.
| Item 4. | Purpose of Transaction. |
The purpose for which the Common Stock was acquired by the Reporting Persons is for investment. As such, in the ordinary course of their business, the Reporting Persons intend to review their investment in the Company on a continuing basis and may engage in discussions with management, the board of directors, other shareholders of the Company and other relevant parties concerning the business, operations, management, governance, strategy and future plans of the Company. Depending on various factors including, without limitation, the Company’s financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the board of directors, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Company as they deem appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transactions with respect to the shares of Common Stock, voting for or against and expressing support for or against the proposals of the board of directors of the Company or other shareholders of the Company and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
(a) Based upon an aggregate of 30,828,308 shares of Common Stock outstanding, as determined by the Issuer’s most recently available public information, as of the close of business on September 11, 2008:
| (i) | MP beneficially owned 31,400 shares of Common Stock, constituting 0.10% of the shares outstanding. |
Page 14 of 20
| (ii) | MHF beneficially owned 45,800 shares of Common Stock, constituting approximately 0.15% of the shares outstanding. | |
| (iii) | MHFII beneficially owned 270,500 shares of Common Stock, constituting approximately 0.88% of the shares outstanding. | |
| (iv) | MO beneficially owned 78,900 shares of Common Stock, constituting approximately 0.26% of the shares outstanding. | |
| (iv) | MLCO beneficially owned 240,500 shares of Common Stock, constituting approximately 0.78% of the shares outstanding. | |
| (iv) | MLC beneficially owned 206,900 shares of Common Stock, constituting approximately 0.67% of the shares outstanding. | |
| (iv) | Titan beneficially owned 350,000 shares of Common Stock, constituting approximately 1.14% of the shares outstanding. | |
| (v) | SCP beneficially owned 250,000 shares of Common Stock, constituting approximately 0.81% of the shares outstanding. | |
| (vi) | SOAM owned directly no shares of Common Stock. By reason of its position as management company for MP, MHF, MHFII, MO, MLC, MLCO, Titan and SCP under the provisions of Rule 13d-3, SOAM may be deemed to beneficially own the shares of Common Stock held by each, which constitutes approximately 4.78% of the shares outstanding. | |
| (vii) | Holdings owned directly no shares of Common Stock. By reason of its position as general partner of MP, MHF, MHFII, MLC and Titan under the provisions of Rule 13d-3 of the Securities and Exchange Commission (“Rule 13d-3”), Holdings may be deemed to beneficially own the shares of Common Stock held by each, which constitutes approximately 2.94% of the shares outstanding. | |
| (viii) | Mr. Maltese directly owned no shares of Common Stock. By reason of his position as President of Holdings and SOAM, Mr. Maltese may be deemed to beneficially own the shares owned by MP, MHF, MHFII, MO, MLC, MLCO, Titan and SCP, which constitutes approximately 4.78% of the shares outstanding. | |
| (ix) | In the aggregate, the Reporting Persons beneficially own 1,474,000 shares of Common Stock, constituting approximately 4.78% of the shares outstanding. | |
| (x) | S.O. Holdings directly owned no shares of Common Stock. | |
(b) The Partnerships each have the power to dispose of and to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, Holdings. Holdings is a party to a management agreement with SOAM pursuant
Page 15 of 20
to which SOAM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by Holdings. MO and MLCO have the power to dispose of and to vote the shares of Common Stock beneficially owned by each. MO and MLCO are each a party to a management agreement with SOAM pursuant to which SOAM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by each. Mr. Maltese, as President and managing member of Holdings, Ventures, and SOAM, shares the power to dispose of and to vote the shares of Common Stock beneficially owned by the other Reporting Persons.
(c) During the sixty days prior to September 18, 2008 the Reporting persons effected the following transactions in the Common Stock.
Transactions by MP last 60 days
| Date |
Transaction | Price | Shares | ||||
| 9/12/08 |
Sale | 18.3557 | (6,200 | ) | |||
| 9/15/08 |
Sale | 18.7000 | (300 | ) | |||
| 9/16/08 |
Sale | 19.1443 | (2,900 | ) | |||
| 9/17/08 |
Sale | 19.0636 | (1,600 | ) | |||
| 9/18/08 |
Sale | 20.2178 | (1,500 | ) |
Transactions by MHF last 60 days
| Date |
Transaction | Price | Shares | ||||
| 9/12/08 |
Sale | 18.3557 | (9,000 | ) | |||
| 9/15/08 |
Sale | 18.7000 | (400 | ) | |||
| 9/16/08 |
Sale | 19.1443 | (4,200 | ) | |||
| 9/17/08 |
Sale | 19.0636 | (2,400 | ) | |||
| 9/18/08 |
Sale | 20.2178 | (2,200 | ) |
Transactions by MHFII last 60 days
| Date |
Transaction | Price | Shares | ||||
| 9/12/08 |
Sale | 18.3557 | (53,100 | ) | |||
| 9/15/08 |
Sale | 18.7000 | (2,200 | ) | |||
| 9/16/08 |
Sale | 19.1443 | (25,100 | ) | |||
| 9/17/08 |
Sale | 19.0636 | (13,800 | ) | |||
| 9/18/08 |
Sale | 20.2178 | (12,900 | ) |
Transactions by MO last 60 days
| Date |
Transaction | Price | Shares | ||||
| 9/12/08 |
Sale | 18.3557 | (15,600 | ) | |||
| 9/15/08 |
Sale | 18.7000 | (700 | ) | |||
| 9/16/08 |
Sale | 19.1443 | (7,300 | ) | |||
| 9/17/08 |
Sale | 19.0636 | (4,100 | ) | |||
| 9/18/08 |
Sale | 20.2178 | (3,800 | ) |
Transactions by MLC last 60 days
| Date |
Transaction | Price | Shares | ||||
| 9/12/08 |
Sale | 18.3557 | (41,200 | ) | |||
| 9/15/08 |
Sale | 18.7000 | (1,800 | ) | |||
| 9/16/08 |
Sale | 19.1443 | (19,300 | ) | |||
| 9/17/08 |
Sale | 19.0636 | (10,800 | ) | |||
| 9/18/08 |
Sale | 20.2178 | (10,000 | ) |
Transactions by MLCO last 60 days
| Date |
Transaction | Price | Shares | ||||
| 9/12/08 |
Sale | 18.3557 | (47,900 | ) | |||
| 9/15/08 |
Sale | 18.7000 | (2,100 | ) | |||
| 9/16/08 |
Sale | 19.1443 | (22,500 | ) | |||
| 9/17/08 |
Sale | 19.0636 | (12,500 | ) | |||
| 9/18/08 |
Sale | 20.2178 | (11,600 | ) |
Transactions by Titan last 60 days
| Date |
Transaction | Price | Shares | |||
| n/a |
Transactions by SCP last 60 days
| Date |
Transaction | Price | Shares | |||
| n/a |
Page 16 of 20
(d) Not applicable.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
There are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
| Exhibit 1 | Written Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) of the Securities and Exchange Commission |
Page 17 of 20
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.
Dated: October 20, 2008
| MALTA PARTNERS, L.P. | MALTA HEDGE FUND, L.P. | |||||||
| By: | SOAM Holdings, LLC, the sole general partner | By: | SOAM Holdings, LLC, the sole general partner | |||||
| By: | /s/ Terry Maltese |
By: | /s/ Terry Maltese | |||||
| Terry Maltese President |
Terry Maltese President | |||||||
| MALTA OFFSHORE, LTD | MALTA HEDGE FUND II, L.P. | |||||||
| By: | Sandler O’Neill Asset Management LLC | By: | SOAM Holdings, LLC, the sole general partner | |||||
| By: | /s/ Terry Maltese |
By: | /s/ Terry Maltese | |||||
| Terry Maltese President |
Terry Maltese President | |||||||
| SOAM CAPITAL PARTNERS, L.P. | Sandler O’Neill Asset Management LLC | |||||||
| By: | SOAM Venture Holdings | |||||||
| By: | /s/ Terry Maltese |
By: | /s/ Terry Maltese | |||||
| Terry Maltese Managing Member |
Terry Maltese President | |||||||
| SOAM Holdings, LLC | Terry Maltese | |||||||
| By: | /s/ Terry Maltese |
By: | /s/ Terry Maltese | |||||
| Terry Maltese President |
Terry Maltese | |||||||
| Malta MLC Fund, LP | Malta MLC Offshore Fund, LTD | |||||||
| By: | SOAM Holdings, LLC, the sole general partner | |||||||
| By: | /s/ Terry Maltese |
By: | /s/ Terry Maltese | |||||
| Terry Maltese Managing Member |
Terry Maltese Director | |||||||
| Malta Titan Fund, L.P. | ||||||||
| By: | SOAM Holdings, LLC, the sole general partner | |||||||
| By: | /s/ Terry Maltese |
|||||||
| Terry Maltese Managing Member |
||||||||
Page 18 of 20
EXHIBIT 1
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
Dated: October 20, 2008
| MALTA PARTNERS, L.P. | MALTA HEDGE FUND, L.P. | |||||||
| By: | SOAM Holdings, LLC, the sole general partner | By: | SOAM Holdings, LLC, the sole general partner | |||||
| By: | /s/ Terry Maltese |
By: | /s/ Terry Maltese | |||||
| Terry Maltese President |
Terry Maltese President | |||||||
| MALTA OFFSHORE, LTD | MALTA HEDGE FUND II, L.P. | |||||||
| By: | Sandler O’Neill Asset Management LLC | By: | SOAM Holdings, LLC, the sole general partner | |||||
| By: | /s/ Terry Maltese |
By: | /s/ Terry Maltese | |||||
| Terry Maltese President |
Terry Maltese President | |||||||
Page 19 of 20
| SOAM CAPITAL PARTNERS, L.P. | Sandler O’Neill Asset Management LLC | |||||||
| By: | SOAM Venture Holdings | |||||||
| By: | /s/ Terry Maltese |
By: | /s/ Terry Maltese | |||||
| Terry Maltese Managing Member |
Terry Maltese President | |||||||
| SOAM Holdings, LLC | Terry Maltese | |||||||
| By: | /s/ Terry Maltese |
By: | /s/ Terry Maltese | |||||
| Terry Maltese President |
Terry Maltese | |||||||
| Malta MLC Fund, LP | Malta MLC Offshore Fund, LTD | |||||||
| By: | SOAM Holdings, LLC, the sole general partner | |||||||
| By: | /s/ Terry Maltese |
By: | /s/ Terry Maltese | |||||
| Terry Maltese Managing Member |
Terry Maltese Director | |||||||
| Malta Titan Fund, L.P. | ||||||||
| By: | SOAM Holdings, LLC, the sole general partner | |||||||
| By: | /s/ Terry Maltese |
|||||||
| Terry Maltese Managing Member |
||||||||
Page 20 of 20