CUSIP
No. 33621E109
|
SCHEDULE
13D
|
Page 1
of 19
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)
FIRST SAVINGS FINANCIAL GROUP,
INC.
(Name of
Issuer)
Common
Stock, par value $0.01 per share
(Title of
Class of Securities)
33621E109
(CUSIP
Number)
Mr.
Joseph Stilwell
26
Broadway, 23rd
Floor
New York,
New York 10004
Telephone: (212)
269-5800
with a
copy to:
Spencer
L. Schneider, Esq.
70
Lafayette Street, 7th
Floor
New York,
New York 10013
Telephone: (212)
233-7400
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
April 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 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. o
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).
CUSIP
No. 33621E109
|
SCHEDULE
13D
|
Page 2
of 19
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
|
|
Stilwell
Partners, L.P.
|
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a) x
|
|
(b)
o
|
3. |
SEC
Use Only
|
4. |
Source
of Funds (See Instructions) WC, OO
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
|
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: 246,521
|
9. Sole
Dispositive Power: 0
|
10. Shared
Dispositive Power: 246,521
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting
Person: 246,521
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
13. |
Percent
of Class Represented by Amount in Row
(11): 9.7%
|
14. |
Type
of Reporting Person (See Instructions)
PN
|
CUSIP
No. 33621E109
|
SCHEDULE
13D
|
Page 3
of 19
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
|
|
Stilwell
Associates, L.P.
|
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a) x
|
|
(b)
o
|
3. |
SEC
Use Only
|
4. |
Source
of Funds (See Instructions) WC, OO
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
|
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: 246,521
|
9. Sole
Dispositive Power: 0
|
10. Shared
Dispositive Power: 246,521
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting
Person: 246,521
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
13. |
Percent
of Class Represented by Amount in Row
(11): 9.7%
|
14. |
Type
of Reporting Person (See Instructions)
PN
|
CUSIP
No. 33621E109
|
SCHEDULE
13D
|
Page 4
of 19
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
|
|
Stilwell
Offshore Ltd.
|
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a) x
|
|
(b)
o
|
3. |
SEC
Use Only
|
4. |
Source
of Funds (See Instructions) WC, OO
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
|
6. |
Citizenship
or Place of Organization:
Cayman
Islands
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
|
7. Sole
Voting Power: 0
|
8. Shared
Voting Power: 246,521
|
9. Sole
Dispositive Power: 0
|
10. Shared
Dispositive Power: 246,521
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting
Person: 246,521
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
13. |
Percent
of Class Represented by Amount in Row
(11): 9.7%
|
14. |
Type
of Reporting Person (See Instructions)
OO
|
CUSIP
No. 33621E109
|
SCHEDULE
13D
|
Page 5
of 19
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
|
|
Stilwell
Value LLC
|
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a) x
|
|
(b)
o
|
3. |
SEC
Use Only
|
4. |
Source
of Funds (See Instructions) n/a
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
|
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: 246,521
|
9. Sole
Dispositive Power: 0
|
10. Shared
Dispositive Power: 246,521
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting
Person: 246,521
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
13. |
Percent
of Class Represented by Amount in Row
(11): 9.7%
|
14. |
Type
of Reporting Person (See Instructions)
OO
|
CUSIP
No. 33621E109
|
SCHEDULE
13D
|
Page 6
of 19
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
|
|
Stilwell
Management LLC
|
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a) x
|
|
(b)
o
|
3. |
SEC
Use Only
|
4. |
Source
of Funds (See Instructions) n/a
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
|
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: 246,521
|
9. Sole
Dispositive Power: 0
|
10. Shared
Dispositive Power: 246,521
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting
Person: 246,521
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
13. |
Percent
of Class Represented by Amount in Row
(11): 9.7%
|
14. |
Type
of Reporting Person (See Instructions)
OO
|
CUSIP
No. 33621E109
|
SCHEDULE
13D
|
Page 7
of 19
|
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
|
|
Joseph
Stilwell
|
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a) x
|
|
(b)
o
|
3. |
SEC
Use Only
|
4. |
Source
of Funds (See Instructions) PF
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
|
6. |
Citizenship
or Place of Organization:
United
States
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
|
7. Sole
Voting Power: 0
|
8. Shared
Voting Power: 246,521
|
9. Sole
Dispositive Power: 0
|
10. Shared
Dispositive Power: 246,521
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting
Person: 246,521
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
13. |
Percent
of Class Represented by Amount in Row
(11): 9.7%
|
14. |
Type
of Reporting Person (See Instructions)
IN
|
CUSIP
No. 33621E109
|
SCHEDULE
13D
|
Page 8
of 19
|
Item
1. Security and Issuer
This is
the second amendment (this "Second Amendment") to the original Schedule 13D
which was filed on December 29, 2008 (the "Original Schedule 13D"),
and amended on January 7, 2009 ("First Amendment"). This Second
Amendment is being filed jointly by Stilwell Partners, L.P., a Delaware limited
partnership ("Stilwell Partners"); Stilwell Associates, L.P., a Delaware limited
partnership ("Stilwell Associates"); Stilwell Offshore Ltd., a Cayman Islands
company ("Stilwell Offshore"); Stilwell Value LLC, a Delaware limited liability
company ("Stilwell Value LLC"), and the general partner of Stilwell Associates;
Stilwell Management LLC, a Delaware limited liability company ("Stilwell
Management") and manager of Stilwell Offshore pursuant to a managing agreement;
and Joseph Stilwell, the managing and sole member of Stilwell Value LLC and
Stilwell Management and the general partner of Stilwell
Partners. Stilwell Partners, Stilwell Associates, Stilwell Offshore,
Stilwell Value LLC, Stilwell Management and Joseph Stilwell are collectively
referred to herein as the "Group."
This
statement relates to the common stock, par value $0.01 per share ("Common
Stock"), of First
Savings Financial
Group, Inc.
("Issuer"). The address of the principal executive offices of
the Issuer is 501 East Lewis & Clark Parkway, Clarksville, Indiana
47129. The amended joint filing agreement of the members of the Group
is attached as Exhibit 2.
Item
2. Identity and Background
(a)-(c) This
statement is filed by Joseph Stilwell, with respect to the shares of Common
Stock beneficially owned by Joseph Stilwell, including shares of Common Stock
held in the name of Stilwell Partners, Stilwell Associates, and Stilwell
Offshore in Joseph Stilwell's capacity as the general partner of Stilwell
Partners, as managing and sole member of Stilwell Value LLC, which is the
general partner of Stilwell Associates, and as managing and sole member of
Stilwell Management, which is the manager of Stilwell Offshore.
The
business address of Stilwell Partners, Stilwell Associates, Stilwell Value LLC,
and Joseph Stilwell is 26 Broadway, 23rd Floor,
New York, New York 10004. The business address of Stilwell Offshore
and Stilwell Management is 315 Clocktower Commons, Brewster, New York
10508.
The
principal employment of Joseph Stilwell is investment
management. Stilwell Partners and Stilwell Associates are private
investment partnerships engaged in the purchase and sale of securities for their
own accounts. Stilwell Offshore is a company formed under the laws of
the Cayman Islands engaged in the purchase and sale of securities for its own
account. Stilwell Value LLC is in the business of serving as the
general partner of Stilwell Associates and related
partnerships. Stilwell Management is in the business of serving as
manager of Stilwell Offshore.
(d) During
the past five years, no member of the Group has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During
the past five years, no member of the 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) Joseph
Stilwell is a citizen of the United States.
CUSIP
No. 33621E109
|
SCHEDULE
13D
|
Page 9
of 19
|
Item
3. Source and Amount of Funds or Other Consideration
The
amount of funds expended since filing of the First Amendment by Stilwell
Associates to acquire the 25,025 shares of Common Stock it purchased since then
is $246,406. Such funds were provided from Stilwell Associates'
working capital and, from time to
time, in part by margin account loans from subsidiaries of JP Morgan
Chase & Co. extended in the ordinary course of business.
The
amount of funds expended by Stilwell Offshore to acquire the 10,000 shares of
Common Stock it holds is $96,000. Such funds were provided from
Stilwell Offshore's working capital and, from time to time, in part by margin
account loans from subsidiaries of JP Morgan Chase & Co. extended in the
ordinary course of business.
All
purchases of shares of Common Stock made by the Group using funds borrowed from
JP Morgan Chase & Co., if any, were made in margin transactions on its usual
terms and conditions. All or part of the shares of Common Stock owned
by members of the 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 Group. Such loans generally bear interest
at a rate based on the broker's call rate from time to time in
effect. Such indebtedness, if any, may be refinanced with other banks
or broker-dealers.
Item
4. Purpose of Transaction
The Group
is filing this Second Amendment to report acquisition by the Group of additional
shares of the Issuer's Common Stock.
Our
purpose in acquiring shares of Common Stock of the Issuer is to profit from the
appreciation in the market price of the shares through asserting shareholder
rights. We do not believe the value of the Issuer's assets is
adequately reflected in the current market price of the Issuer's Common
Stock. We hope to meet with the Issuer's management to discuss ways
to maximize shareholder value.
Since
2000, affiliates of the Group have filed Schedule 13Ds to report greater
than five percent positions in 17 other publicly traded
companies. For simplicity, these affiliates are referred to as the
"Group", "we", "us", or "our." In each instance, our purpose has been
to profit from the appreciation in the market price of the shares we held by
asserting shareholder rights. In each situation, we believed that the
values of the companies' assets were not adequately reflected in the market
prices of their shares. The filings are described below.
On
May 1, 2000, we filed a Schedule 13D to report a position in Security
of Pennsylvania Financial Corp. ("SPN"). We scheduled a meeting with
senior management to discuss ways to maximize the value of SPN's
assets. On June 2, 2000, prior to the scheduled meeting, SPN and
Northeast Pennsylvania Financial Corp. announced SPN's
acquisition. We then sold our shares on the open market.
On
July 7, 2000, we filed a Schedule 13D to report a position in Cameron
Financial Corporation ("Cameron"). We exercised our shareholder
rights by, among other things, requesting that Cameron management hire an
investment banker, demanding Cameron's list of shareholders, meeting with
Cameron's management, demanding that Cameron invite our representatives to join
the board, writing to other Cameron shareholders to express our dismay with
management's inability to maximize shareholder value and publishing that letter
in the local press. On October 6, 2000, Cameron announced its
sale to Dickinson Financial Corp., and we sold our shares on the open
market.
CUSIP
No. 33621E109
|
SCHEDULE
13D
|
Page 10
of 19
|
On
January 4, 2001, following the announcement by Community Financial Corp.
("CFIC") of the sale of two of its four subsidiary banks and its intention to
sell one or more of its remaining subsidiaries, we filed a Schedule 13D to
report our position. We reported that we acquired CFIC stock for
investment purposes. On January 25, 2001, CFIC announced the
sale of one of its remaining subsidiaries. We then announced our
intention to run an alternate slate of directors at the 2001 annual meeting if
CFIC did not sell the remaining subsidiary by then. On March 27,
2001, we wrote to CFIC confirming that CFIC had agreed to meet with one of our
proposed nominees to the board. On March 30, 2001, before our
meeting took place, CFIC announced its merger with First Financial Corporation,
and we sold our shares on the open market.
On
February 23, 2001, we filed a Schedule 13D to report a position in
Montgomery Financial Corporation ("Montgomery"). On April 20,
2001, we met with Montgomery's management, and suggested that they maximize
shareholder value by selling the institution. We also informed
management that we would run an alternate slate of directors at the 2001 annual
meeting unless Montgomery were sold. Eleven days after we filed our
Schedule 13D, however, Montgomery's board amended its bylaws to make it
more difficult for us to run an alternate slate by limiting the pool of
potential nominees to local persons with a banking relation and shortening the
deadline to nominate an alternate slate. We located qualified
nominees under the restrictive bylaw provisions and noticed our slate within the
deadline. On June 5, 2001, Montgomery announced that it had
hired a banker to explore a sale. On July 24, 2001, Montgomery
announced its merger with Union Community Bancorp.
On
June 14, 2001, we filed a Schedule 13D reporting a position in HCB
Bancshares, Inc. ("HCBB"). On September 4, 2001, we reported
that we had entered into a standstill agreement with HCBB, under which HCBB
agreed to: (a) add a director selected by us, (b) consider conducting
a Dutch tender auction, (c) institute annual financial targets, and
(d) retain an investment banker to explore alternatives if it did not
achieve the financial targets. On October 22, 2001, our nominee,
John G. Rich, Esq., was named to the board. On January 31, 2002,
HCBB announced a modified Dutch tender auction to repurchase 20% of its
shares. Although HCBB's outstanding share count decreased by 33%
between the filing of our original Schedule 13D and August 2003, HCBB did
not achieve the financial target. On August 12, 2003, HCBB
announced it had hired a banker to assist in exploring alternatives for
maximizing shareholder value, including a sale. On January 14,
2004, HCBB announced its sale to Rock Bancshares Inc. and we sold our shares on
the open market.
On
December 15, 2000, we filed a Schedule 13D reporting a position in
Oregon Trail Financial Corp. ("OTFC"). In January 2001, we met with
the management of OTFC to discuss our concerns that management was not
maximizing shareholder value, and we proposed that OTFC voluntarily place our
nominees on the board. OTFC rejected our proposal, and we announced
our intention to solicit proxies to elect a board nominee. We
demanded OTFC's shareholder list, but it refused. We sued OTFC in
Baker County, Oregon, and the court ruled in our favor and sanctioned
it. We also sued two OTFC directors alleging that one had violated
OTFC's residency requirement and that the other had committed
perjury. Both suits were dismissed pre-trial but we filed an appeal
in one suit and were permitted to re-file the other suit in state
court. On August 16, 2001, we started soliciting proxies to
elect Kevin D. Padrick, Esq. to the board. We argued in our proxy
materials that OTFC should have repurchased its shares at prices below book
value. OTFC announced the hiring of an investment
banker. Then, the day after the 9/11 attacks, OTFC sued us in
Portland and moved to invalidate our proxies; the court denied the motion and
the election proceeded.
CUSIP
No. 33621E109
|
SCHEDULE
13D
|
Page 11
of 19
|
On
October 12, 2001, OTFC's shareholders elected our candidate by a 2-1
margin. In the five months after the filing of our first proxy
statement (i.e., from August 1, 2001 through December 31, 2001), OTFC
repurchased approximately 15% of its shares. On March 12, 2002,
we entered into a standstill agreement with OTFC. OTFC agreed to:
(a) achieve annual targets for return on equity, (b) reduce their
current capital ratio, (c) obtain advice from an investment banker
regarding annual 10% stock repurchases, (d) re-elect our director to the
board, (e) reimburse a portion of our expenses, and (f) withdraw their
lawsuit. On February 24, 2003, OTFC and FirstBank NW Corp.
announced their merger, and we sold substantially all of our shares on the open
market.
On
November 25, 2002, we filed a Schedule 13D reporting a position in
American Physicians Capital, Inc. ("ACAP"). The Schedule 13D
disclosed that on January 18, 2002, Michigan's insurance department had
approved our request to solicit proxies to elect two directors to ACAP's
board. On January 29, 2002, we noticed our intention to nominate
two directors at the 2002 annual meeting. On February 20, 2002,
we entered into a three-year standstill agreement with ACAP, providing for ACAP
to add our nominee, Spencer L. Schneider, Esq., to its
board. ACAP also agreed to consider using a portion of its excess
capital to repurchase ACAP's shares in each of the fiscal years 2002 and 2003 so
that its outstanding share count would decrease by 15% for each of those
years. In its 2002 fiscal year, ACAP repurchased 15% of its
outstanding shares; these repurchases were highly accretive to per-share book
value. On November 6, 2003, ACAP announced a reserve charge and
that it would explore options to maximize shareholder value. It also
announced that it would exit the healthcare and workers' compensation insurance
businesses. ACAP then announced that it had retained Sandler O'Neill
& Partners, L.P., to assist the board. On December 2, 2003,
ACAP announced the early retirement of its President and CEO. On
December 23, 2003, ACAP named R. Kevin Clinton its new President and
CEO. On June 24, 2004, ACAP announced that it had decided that
the best means to maximize shareholder value would be to shed non-core
businesses and focus on its core business line in its core
markets. We increased our holdings in ACAP, and we announced that we
intended to seek additional board representation. On November 10,
2004, ACAP invited Mr. Stilwell to sit on the board, and we entered into a
new standstill agreement. This agreement was terminated in November
2007, with our nominees remaining on ACAP's board. On May 8,
2008, our nominees were re-elected to three-year terms expiring in
2011.
On
June 30, 2003, we filed a Schedule 13D reporting a position in FPIC
Insurance Group, Inc. ("FPIC"). On August 12, 2003, Florida's
insurance department approved our request to hold more than 5% of FPIC's shares,
to solicit proxies to hold board seats, and to exercise shareholder
rights. On November 10, 2003, FPIC invited our nominee, John G.
Rich, Esq., to join the board and we signed a confidentiality
agreement. On June 7, 2004, we disclosed that because FPIC's
management had taken steps to increase its market price to more adequately
reflect its value, we sold our shares on the open market, decreasing our
holdings below five percent.
On
March 29, 2004, we filed a Schedule 13D reporting a position in
Community Bancshares, Inc. ("COMB"). We disclosed our intention to
meet with COMB's management and evaluate management's progress in resolving its
regulatory issues, lawsuits, problem loans, and non-performing assets, and that
we would likely support management if it effectively addressed COMB's
challenges. On November 21, 2005, we amended our
Schedule 13D and stated that although we believed that COMB's management
had made good progress, COMB's return on equity would likely remain below
average for the foreseeable future, and it should therefore be
sold. On November 21, 2005, we also stated that if COMB did not
announce a sale before our deadline to solicit proxies for the next annual
meeting, we would solicit proxies to elect our own slate. On
January 6, 2006, we disclosed the names of our three board
nominees. On May 1, 2006, COMB announced its sale to The Banc
Corporation, and we sold our shares on the open market.
CUSIP
No. 33621E109
|
SCHEDULE
13D
|
Page 12
of 19
|
On
June 20, 2005, we filed a Schedule 13D reporting a position in
Prudential Bancorp, Inc. of Pennsylvania ("PBIP"). Most of PBIP's
shares are held by the Prudential Mutual Holding Company (the "MHC"), which is
controlled by PBIP's board. The MHC controls most corporate decisions
coming up for a shareholder vote, such as the election of
directors. But regulations promulgated by the FDIC previously barred
the MHC from voting on PBIP's management stock benefit plans, and PBIP's IPO
prospectus indicated that the MHC would not vote on the plans. We
announced in August 2005 that we would solicit proxies to oppose adoption of the
plans as a referendum to place Mr. Stilwell on the board. PBIP
decided not to put the plans up for a vote at the 2006 annual
meeting. In December 2005, we solicited proxies to withhold votes on
the election of directors as a referendum to place Mr. Stilwell on the
board. At the 2006 annual meeting, 71% of PBIP's voting public shares
were withheld from voting on management's nominees.
On
April 6, 2006, PBIP announced that just after we had filed our
Schedule 13D, it had secretly solicited a letter from an FDIC staffer
(which it concealed from the public) that the MHC would be allowed to vote in
favor of the plans. PBIP also announced a special meeting to vote on
the plans. We alerted the Board of Governors of the Federal Reserve
System (the "Fed") about this announcement, and PBIP was directed to seek Fed
approval before adopting the plans. On April 19, 2006, PBIP
postponed the special meeting. The Fed subsequently followed the
FDIC's position in September 2006. In December 2006, we solicited
proxies to withhold votes on the election of PBIP's directors at the 2007 annual
meeting. At the meeting, 75% of PBIP's voting public shares were
withheld. Also during the annual meeting, PBIP's President and Chief
Executive Officer, in response to a question posed by Mr. Stilwell, was unable
to state the meaning of per share return on equity. On March 7,
2007, we disclosed that we were publicizing the results of PBIP's elections and
its directors' unwillingness to hold a democratic vote on the stock plans by
placing billboard advertisements throughout Philadelphia.
In
December 2007, we filed proxy materials for the solicitation of proxies to
withhold votes on the election of PBIP's directors at the 2008 annual meeting of
shareholders. At the February 4, 2008 annual meeting, an average
of 77% of PBIP's voting public shares withheld their votes. Excluding
shares held in PBIP's ESOP, an average of 88% of the voting public shares
withheld their votes in this election.
On
October 4, 2006, we sued PBIP, the MHC, and the directors of PBIP and the
MHC in federal court in Philadelphia seeking an order to prevent the MHC from
voting in favor of the plans. On August 15, 2007, the court
dismissed some claims, but sustained our cause of action against the MHC as
majority shareholder of PBIP for breach of fiduciary
duties. Discovery proceeded and all the directors were
deposed. Both sides moved for summary judgment, but the court ordered
the case to trial which was scheduled for June 2008. On May 22,
2008, we voluntarily discontinued the lawsuit after determining that it would be
more effective and appropriate to pursue the directors on a personal basis in a
derivative action in accordance with the demand described below. On
June 11, 2008, we filed a notice to appeal certain portions of the lower
court's August 15, 2007 order dismissing portions of the
lawsuit.
CUSIP
No. 33621E109
|
SCHEDULE
13D
|
Page 13
of 19
|
On
May 14, 2008, we made written demand that 87-year-old PBIP director John
Judge resign or be removed due to disabling illness which may have progressed to
senile dementia. We also demanded that the board take action to stop
the directors from seeking to control the vote on the plans, and that each
director personally reimburse PBIP for defending the lawsuit. On
June 9, 2008, PBIP announced that Mr. Judge had resigned from the board in
response to our demand.
On
November 7, 2008, we entered into a settlement agreement and an expense
agreement with PBIP under which we agreed to support PBIP's stock benefit plans,
drop our litigation and withdraw our shareholder demand, and generally support
management, and, in exchange, PBIP agreed, subject to certain conditions, to
repurchase up to 3 million of its shares (including shares previously
purchased), reimburse a portion of our expenses, and either adopt a second step
conversion or add our nominee who meets certain qualification requirements to
its board if the repurchases are not completed by a specified time.
On
January 19, 2006, we filed a Schedule 13D reporting a position in
SCPIE Holdings Inc. ("SKP"). We announced we would run our slate of
directors at the 2006 annual meeting and demanded SKP's shareholder
list. SKP initially refused to timely produce the list, but did so
after we sued it in Delaware Chancery Court. We engaged in a proxy
contest at the 2006 annual meeting, but SKP's directors were
elected. On December 14, 2006, SKP agreed to place
Mr. Stilwell on the board. On October 16, 2007,
Mr. Stilwell resigned from SKP's board after it approved a sale of SKP that
Mr. Stilwell believed was an inferior offer. We solicited
shareholder proxies in opposition to the proposed sale; however, the sale was
approved.
On
July 27, 2006, we filed a Schedule 13D reporting a position in Roma
Financial Corp. ("ROMA"). Nearly 70% of ROMA's shares are held by a
mutual holding company (like PBIP) controlled by ROMA's board. In
April 2007, we engaged in a proxy solicitation at ROMA's first annual meeting,
urging shareholders to withhold their vote from management's
slate. ROMA did not put their stock benefit plans up for a vote at
that meeting. We then met with ROMA management. In the
four months after ROMA became eligible to repurchase its shares, it promptly
announced and substantially completed repurchases of 15% of its publicly held
shares, which were accretive to shareholder value. In our judgment,
management came to understand the importance of proper capital
allocation. Based on ROMA management's prompt implementation of
shareholder-friendly capital allocation plans, we supported management's
adoption of stock benefit plans at the 2008 shareholder meeting.
On
November 5, 2007, we filed a Schedule 13D reporting a position in
Northeast Community Bancorp, Inc. ("NECB"). A majority of NECB's
shares are held by a mutual holding company (like PBIP and ROMA) controlled by
NECB's board. We have presented a model stock benefit plan to management that we
would support based on a vesting schedule that more closely aligns management's
interests to shareholder returns. To date, management has not formally
responded.
On
May 23, 2008, we filed a Schedule 13D reporting a position in William
Penn Bancorp, Inc. ("WMPN"). A majority of WMPN's shares are
held by a mutual holding company (like PBIP, ROMA, and NECB) controlled
by WMPN's board. We hope to work with management in maximizing
shareholder value. On June 26, 2008, we provided a powerpoint
presentation to management regarding our views on capital allocation
guidelines.
On
May 30, 2008, we filed a Schedule 13D reporting a position in Malvern
Federal Bancorp, Inc. ("MLVF"). A majority of MLVF's shares are
held by a mutual holding company (like PBIP, ROMA, NECB, and WMPN) controlled
by MLVF's board. We hope to work with management in maximizing
shareholder value. On June 26, 2008, we provided a powerpoint
presentation to management regarding our views on capital allocation
guidelines.
CUSIP
No. 33621E109
|
SCHEDULE
13D
|
Page 14
of 19
|
On
November 7, 2008, we filed a Schedule 13D reporting a position in Kingsway Financial Services
Inc. ("KFS"). We requested a meeting with its CEO and
chairman to discuss ways to maximize shareholder value and minimize both
operational and balance sheet risks, but the CEO was unresponsive. We
then requisitioned a special shareholders meeting to remove the CEO and chairman
from the KFS board and replace them with our two nominees. On January
7, 2009, we entered into a settlement agreement with KFS whereby, among other
things, the CEO resigned from the KFS board and KFS expanded its board from nine
to ten seats and appointed our nominees to fill the two vacant seats on the
board. On January 29, 2009, we again requisitioned a special
shareholders meeting, but dropped our requisition after one KFS director
resigned and KFS reached an agreement with us that three additional legacy
directors will not stand for reelection at its upcoming annual general meeting
of shareholders. We oppose any capital raise by KFS. We
believe management needs to reduce expense levels. We strongly oppose
the acquisition by KFS of other companies or businesses at this
time. We intend to exercise our shareholder rights to whatever degree
necessary in order to achieve our goals.
On March
12, 2009, we filed a Schedule 13D reporting a position in Alliance Bancorp,
Inc., of Pennsylvania ("ALLB"). A majority of ALLB's shares are held
by a mutual holding company (like PBIP, ROMA, NECB, WMPN and MLVF) controlled by
ALLB's board. We hope to work with management in maximizing
shareholder value.
Members
of the Group may seek to make additional purchases or sales of shares of Common
Stock. Except as described in this filing, no member of the Group has
any plans or proposals which relate to, or could result in, any of the matters
referred to in paragraphs (a) through (j), inclusive, of Item 4 of
Schedule 13D. Members of the Group may, at any time and from
time to time, review or reconsider their positions and formulate plans or
proposals with respect thereto.
Item
5. Interest in Securities of the Issuer
The
percentages used in this filing are calculated based on the number of
outstanding shares of Common Stock, 2,542,042, reported as the number of
outstanding shares as of January 31, 2009, in the Issuer's Quarterly Report
on Form 10-Q for the quarter ended December 31, 2008. All
purchases and sales of shares of Common Stock reported herein were made in
open-market transactions.
(A) Stilwell
Partners
|
(a)
|
Aggregate
number of shares beneficially owned: 246,521
Percentage: 9.7%
|
|
|
|
|
(b)
|
1.
Sole power to vote or to direct vote: 0
2. Shared
power to vote or to direct vote: 246,521
3. Sole
power to dispose or to direct the
disposition: 0
4. Shared
power to dispose or to direct
disposition: 246,521
|
(c) Since
filing of the Original Schedule 13D, Stilwell Partners has made no
purchases or sales of shares of Common Stock.
CUSIP
No. 33621E109
|
SCHEDULE
13D
|
Page 15
of 19
|
(d) Because
he is the general partner of Stilwell Partners, Joseph Stilwell has the power to
direct the affairs of Stilwell Partners, including the voting and disposition of
shares of Common Stock held in the name of Stilwell
Partners. Therefore, Joseph Stilwell is deemed to share voting and
disposition power with Stilwell Partners with regard to those shares of Common
Stock.
(B) Stilwell
Associates
|
(a)
|
Aggregate
number of shares beneficially owned: 246,521
Percentage: 9.7%
|
|
|
|
|
(b)
|
1. Sole
power to vote or to direct vote: 0
2. Shared
power to vote or to direct vote: 246,521
3. Sole
power to dispose or to direct the disposition: 0
4. Shared
power to dispose or to direct
disposition: 246,521
|
(c) Since
filing of the First Amendment, Stilwell Associates has purchased 25,025 shares
of Common Stock for a total of $246,406. The chart below reflects
certain information concerning purchases made within the past
60 days:
TRADE
DATE
|
NUMBER
OF SHARES
|
PRICE
PER SHARE ($)
|
TOTAL
COST($)
|
2/02/09
|
9,150
|
$9.75
|
$89,212.50
|
2/03/09
|
497
|
$9.75
|
$4,845.75
|
2/19/09
|
1,200
|
$8.88
|
$10,656.00
|
(d) Because
he is the managing and sole member of Stilwell Value LLC, which is the general
partner of Stilwell Associates, Joseph Stilwell has the power to direct the
affairs of Stilwell Associates, including the voting and disposition of shares
of Common Stock held in the name of Stilwell Associates. Therefore,
Joseph Stilwell is deemed to share voting and disposition power with Stilwell
Associates with regard to those shares of Common Stock.
(C) Stilwell
Offshore Ltd.
|
(a)
|
Aggregate number of shares beneficially
owned: 246,521
Percentage: 9.7%
|
|
|
|
|
(b)
|
1. Sole
power to vote or to direct vote: 0
2. Shared
power to vote or to direct vote: 246,521
3. Sole
power to dispose or to direct the
disposition: 0
4. Shared
power to dispose or to direct
disposition: 246,521
|
(c) Stilwell
Offshore holds 10,000 shares of Common Stock which it purchased on April 2,
2009, at a price of $9.60 per share, or a total of $96,000.
(d) Because
he is a director of Stilwell Offshore and is the managing and sole member of
Stilwell Management, which is the manager of Stilwell Offshore pursuant to a
managing agreement, Joseph Stilwell has the power to direct the affairs of
Stilwell Offshore, including the voting and disposition of shares of Common
Stock held in the name of Stilwell Offshore. Therefore, Joseph
Stilwell is deemed to share voting and disposition power with Stilwell Offshore
with regard to those shares of Common Stock.
CUSIP
No. 33621E109
|
SCHEDULE
13D
|
Page 16
of 19
|
(D) Joseph
Stilwell
|
(a)
|
Aggregate
number of shares beneficially owned: 246,521
Percentage: 9.7%
|
|
|
|
|
(b)
|
1. Sole
power to vote or to direct vote: 0
2. Shared
power to vote or to direct vote: 246,521
3. Sole
power to dispose or to direct the
disposition: 0
4. Shared
power to dispose or to direct
disposition: 246,521
|
(c) Since
filing of the Original Schedule 13D, Joseph Stilwell has made no purchases
or sales of shares of Common Stock.
(E) Stilwell
Value LLC
|
(a)
|
Aggregate
number of shares beneficially owned: 246,521
Percentage: 9.7%
|
|
|
|
|
(b)
|
1. Sole
power to vote or to direct vote: 0
2. Shared
power to vote or to direct vote: 246,521
3. Sole
power to dispose or to direct the
disposition: 0
4. Shared
power to dispose or to direct
disposition: 246,521
|
(c)
Stilwell Value LLC has made no purchases of shares of Common Stock.
(d) Because
he is the managing and sole member of Stilwell Value LLC, Joseph Stilwell has
the power to direct the affairs of Stilwell Value LLC. Stilwell Value
LLC is the general partner of Stilwell Associates. Therefore,
Stilwell Value LLC may be deemed to share with Joseph Stilwell voting and
disposition power with regard to the shares of Common Stock held by Stilwell
Associates.
(F) Stilwell
Management LLC
|
(a)
|
Aggregate
number of shares beneficially owned: 246,521
Percentage: 9.7%
|
|
|
|
|
(b)
|
1. Sole
power to vote or to direct vote: 0
2. Shared
power to vote or to direct vote: 246,521
3. Sole
power to dispose or to direct the
disposition: 0
4. Shared
power to dispose or to direct
disposition: 246,521
|
(c) Stilwell
Management has made no purchases of shares of Common Stock.
(d) Because
he is the managing and sole member of Stilwell Management and a director of
Stilwell Offshore, Joseph Stilwell has the power to direct the affairs of
Stilwell Offshore. Stilwell Management is the manager of Stilwell
Offshore under a managing agreement. Therefore, Stilwell Management
may be deemed to share with Joseph Stilwell voting and disposition power with
regard to the shares of Common Stock held by Stilwell Offshore.
CUSIP
No. 33621E109
|
SCHEDULE
13D
|
Page 17
of 19
|
Item
6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Other
than the Amended Joint Filing Agreement filed as Exhibit 2 to this Second
Amendment, 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 Issuer, including but not limited to
transfer or voting of any of the securities, finders' fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, divisions of
profits or losses, or the giving or withholding of proxies, except for sharing
of profits. Stilwell Value LLC, in its capacity as general partner of
Stilwell Associates, and Joseph Stilwell, in his capacities as general partner
of Stilwell Partners, managing and sole member of Stilwell Value LLC and
Stilwell Management and a shareholder of Stilwell Offshore, are entitled to an
allocation of profits.
See Items
1 and 2 above regarding disclosure of the relationships between members of the
Group, which disclosure is incorporated herein by reference.
Item
7. Material to be Filed as Exhibits
Exhibit
No.
|
Description
|
|
|
1
|
Joint
Filing Agreement, dated December 29, 2008, filed with the Original
Schedule 13D
|
|
|
2
|
Amended
Joint Filing Agreement, dated April 3,
2009
|
CUSIP
No. 33621E109
|
SCHEDULE
13D
|
Page 18
of 19
|
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, we certify that
the information set forth in this statement is true, complete and
correct.
Date: April
3, 2009
|
|
STILWELL
PARTNERS, L.P.
|
|
|
|
|
|
/s/
Joseph Stilwell
|
|
|
By:
|
Joseph
Stilwell
|
|
|
|
General
Partner
|
|
|
|
|
|
STILWELL
ASSOCIATES, L.P.
|
|
|
|
|
|
By:
|
STILWELL
VALUE LLC
|
|
|
|
General
Partner
|
|
|
|
|
|
|
|
/s/
Joseph Stilwell
|
|
|
|
By:
|
Joseph
Stilwell
|
|
|
|
|
Managing
and Sole Member
|
|
|
|
|
|
STILWELL
OFFSHORE LTD.
|
|
|
|
|
|
By:
|
STILWELL
MANAGEMENT LLC
|
|
|
|
Manager
|
|
|
|
|
|
|
|
|
/s/
Joseph Stilwell
|
|
|
|
By:
|
Joseph
Stilwell
|
|
|
|
|
Managing
and Sole Member
|
|
|
STILWELL
VALUE LLC
|
|
|
|
|
|
/s/
Joseph Stilwell
|
|
|
By:
|
Joseph
Stilwell
|
|
|
|
Managing
and Sole Member
|
|
|
|
|
|
STILWELL
MANAGEMENT LLC
|
|
|
|
|
|
/s/
Joseph Stilwell
|
|
|
By:
|
Joseph
Stilwell
|
|
|
|
Managing
and Sole Member
|
|
|
JOSEPH
STILWELL
|
|
|
|
|
|
/s/
Joseph Stilwell
|
|
|
Joseph
Stilwell
|
CUSIP
No. 33621E109
|
SCHEDULE
13D
|
Page 19
of 19
|
EXHIBIT
2
AMENDED
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, the persons named below agree to the
joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of the
Issuer and further agree
that this Amended
Joint Filing Agreement be
included as an Exhibit to such joint filings. In
evidence thereof, the undersigned, being duly authorized, have executed this Amended Joint Filing Agreement this 3rd day of April, 2009.
|
|
STILWELL
PARTNERS, L.P.
|
|
|
|
|
|
/s/
Joseph Stilwell
|
|
|
By:
|
Joseph
Stilwell
|
|
|
|
General
Partner
|
|
|
|
|
|
STILWELL
ASSOCIATES, L.P.
|
|
|
|
|
|
By:
|
STILWELL
VALUE LLC
|
|
|
|
General
Partner
|
|
|
|
|
|
|
|
/s/
Joseph Stilwell
|
|
|
|
By:
|
Joseph
Stilwell
|
|
|
|
|
Managing
and Sole Member
|
|
|
|
|
|
STILWELL
OFFSHORE LTD.
|
|
|
|
|
|
By:
|
STILWELL
MANAGEMENT LLC
|
|
|
|
Manager
|
|
|
|
|
|
|
|
|
/s/
Joseph Stilwell
|
|
|
|
By:
|
Joseph
Stilwell
|
|
|
|
|
Managing
and Sole Member
|
|
|
STILWELL
VALUE LLC
|
|
|
|
|
|
/s/
Joseph Stilwell
|
|
|
By:
|
Joseph
Stilwell
|
|
|
|
Managing
and Sole Member
|
|
|
|
|
|
STILWELL
MANAGEMENT LLC
|
|
|
|
|
|
/s/
Joseph Stilwell
|
|
|
By:
|
Joseph
Stilwell
|
|
|
|
Managing
and Sole Member
|
|
|
JOSEPH
STILWELL
|
|
|
|
|
|
/s/
Joseph Stilwell
|
|
|
Joseph
Stilwell
|