Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material under Rule 14a-12
AMERIANA BANCORP
(Name of Registrant as Specified in its Charter)
PL Capital, LLC
Goodbody/PL Capital, LLC
Financial Edge Fund, L.P.
Financial Edge-Strategic Fund, L.P.
PL Capital/Focused Fund, L.P.
Goodbody/PL Capital, L.P.
PL Capital Advisors, LLC
Charles R. Haywood
Richard J. Lashley
John W. Palmer
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
| 1. | Title of each class of securities to which transaction applies: |
| 2. | Aggregate number of securities to which transaction applies: |
| 3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
| 4. | Proposed maximum aggregate value of transaction: |
[ ] Fee paid previously with preliminary materials.
| [ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Filed by PL Capital Group
A copy of a director nomination letter from the PL Capital Group to Ameriana Bancorp is being filed herewith under Rule 14a-12 of the Securities Exchange Act of 1934, as amended.
Important Information
The attached letter is not a solicitation of a proxy from any security holder of Ameriana Bancorp (the “Company”). PL Capital, LLC and its affiliates have nominated Charles R. Haywood as a nominee to the Company’s board of directors and intend to solicit votes for the election of Mr. Haywood as a member of the board (the “PL Capital Nominee”) at the Company’s 2013 Annual Meeting of Shareholders. The PL Capital Group (whose members are identified below) will send a definitive proxy statement, WHITE proxy card and related proxy materials to shareholders of the Company seeking their support of the PL Capital Nominee at the Company’s 2013 Annual Meeting of Shareholders. Shareholders are urged to read the definitive proxy statement and WHITE proxy card when they become available, because they will contain important information about the PL Capital Group, the PL Capital Nominee, the Company and related matters. Shareholders may obtain a free copy of the definitive proxy statement and WHITE proxy card (when available) and other documents filed by the PL Capital Group with the Securities and Exchange Commission (“SEC”) at the SEC’s web site at www.sec.gov. The definitive proxy statement and WHITE proxy card (when available) and other related SEC documents filed by the PL Capital Group with the SEC may also be obtained free of charge from the PL Capital Group.
Participants in Solicitation
The PL Capital Group and Charles R. Haywood will be participants in the solicitation from the Company’s shareholders of proxies in favor of the PL Capital Nominee. The PL Capital Group consists of the following: PL Capital, LLC; Goodbody/PL Capital, LLC; Financial Edge Fund, L.P.; Financial Edge-Strategic Fund, L.P.; PL Capital/Focused Fund, L.P.; Goodbody/PL Capital, L.P.; PL Capital Advisors, LLC; Richard J. Lashley; and John W. Palmer. The participants may have interests in the solicitation, including as a result of holding shares of the Company’s common stock. Current information regarding the participants and their interests in the solicitation is contained in the attached letter.
| | PL Capital, LLC | |
20 EAST JEFFERSON AVENUE SUITE 22 NAPERVILLE, ILLINOIS 60540 TEL: (630) 848-1340 Fax: (630) 848-1342 | | 466 SOUTHERN BOULEVARD ADAMS BULDING CHATHAM, NJ 07928 TEL: (973) 360-1666 FAX: (973) 360-1720 |
March 5, 2013
Certified Mail Return Receipt Requested and Overnight Delivery
Attention: Corporate Secretary
Ameriana Bancorp
2118 Bundy Avenue
New Castle, IN 47362-1048
Re: Notice of Intent to Nominate Director and Submit Nominee for Election
Ladies and Gentlemen:
This letter constitutes a notice of intent by Financial Edge Fund, L.P. (the “Shareholder”) to nominate one person for election as a director of Ameriana Bancorp (the “Company”) at the 2013 Annual Meeting of Shareholders of the Company, and to submit its nominee for election at such Annual Meeting. This notice is provided to you pursuant to Article XI of the Company’s Amended and Restated Articles of Incorporation dated August 30, 1989 (the “Articles”) and is submitted on behalf of Financial Edge Fund, L.P. by Richard J. Lashley, a managing member of PL Capital, LLC, the general partner of the Shareholder. The Shareholder intends to solicit votes for its nominee on the white proxy card.
The Shareholder hereby certifies that it beneficially owns 151,610 shares of the Company’s common stock, $1.00 par value per share (the “Common Stock”). Additionally, the Shareholder is a member of the PL Capital Group (as defined below), as noted in the PL Capital Group’s Schedule 13D filing, as amended, with the Securities and Exchange Commission; and, as of March 1, 2013, the PL Capital Group beneficially owns 285,306 shares of the Common Stock, or approximately 9.5% of the outstanding Common Stock. As documentary evidence of the Shareholder’s beneficial ownership, the Shareholder provides the following (the Shareholder affirms that the documentary evidence of ownership enclosed herewith is a true and correct copy of what it purports to be):
1. A position listing from the Shareholder’s prime brokerage account at BNP Paribas Prime Brokerage, Inc. dated March 1, 2013, showing that the Shareholder held 151,610 shares of Common Stock as of March 1, 2013, attached as part of Exhibit A; and
2. A letter of verification from the Shareholder’s broker, attached as part of Exhibit A.
By the fact of the Shareholder’s submission of this notice of intent to nominate and submit its nominee for election, it is the Shareholder’s understanding the Company will now generally be obligated under the federal securities laws to file a preliminary proxy statement and form of proxy with the United States Securities and Exchange Commission to allow the Commission to review and comment on such proxy materials.
The Shareholder hereby notifies the Company pursuant to Article XI of the Articles that the Shareholder intends to nominate Mr. Charles R. Haywood for election to the Board of Directors of the Company at the 2013 Annual Meeting of Shareholders of the Company. Enclosed is the written consent of Mr. Haywood to be named in the proxy statement of the PL Capital Group and to serve as a director of the Company if elected. The Shareholder represents (1) that the Shareholder is a beneficial owner of Common Stock entitled to vote at the 2013 Annual Meeting of Shareholders and intends to appear (or will direct a qualified representative of the Shareholder to appear) in person or by proxy at such meeting to nominate Mr. Haywood; and (2) that the Shareholder is part of the PL Capital Group and the PL Capital Group intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to elect the nominee.
Set forth below is certain information, including that required by Article XI of the Articles:
(1) As to proposed nominee (Charles R. Haywood):
A. Name, Age, Business Address and Residence Address
| Name | Age | Business Address | Residence Address |
| | | | |
| Charles R. Haywood | 44 | President and Owner Mansfield-King 6501 Julian Avenue Indianapolis, IN 46219 | 3760 Castle Rock Drive Zionsville, IN 46077 |
B. Principal Occupation or Employment and Qualifications
| Charles R. Haywood: | Since 2005, Mr. Haywood has been the President and Owner of Mansfield-King, a contract manufacturing and packaging business. Prior to that, from 2003-2005 he was the President and Owner of Carmel Bookcases, a manufacturer of high-end cabinetry based in Indianapolis. Prior to that he was Senior Counsel at Foley & Lardner LLP in Chicago, IL from 2001-2003 and an Associate at Foley & Lardner LLP from 1995 to 2001. |
The Shareholder believes that Mr. Haywood would be deemed “independent” under the NASDAQ Marketplace Rules. Mr. Haywood’s extensive legal and business experience, and his education qualify him to serve on the Company’s board of directors. His years running his own business have allowed him to navigate many business-related issues, making him a valuable source of knowledge for the Company, while his legal experience will be helpful in guiding the Company in an industry that is highly regulated. Furthermore, the role of an effective director inherently requires certain personal qualities that the PL Capital Group believes Mr. Haywood possesses, such as integrity, as well as the ability to comprehend, discuss and critically analyze materials and issues that confront the Company.
C. Shares of Common Stock Owned Beneficially
Name of Nominee Class Amount
Charles R. Haywood Common None
D. Interest of Certain Persons in Matters to be Acted Upon
Except as otherwise set forth herein, Mr. Haywood is not, nor has he been within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.
Except as otherwise set forth herein, Mr. Haywood does not have, nor do any of his associates have, any arrangement or understanding with any person with respect to any future employment with the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party.
E. Other Information
Directorships of Other Publicly Owned Companies
Mr. Haywood is not presently serving as a director of any corporation, partnership or other entity that has a class of equity securities registered under the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act, or any company registered as an investment company under the Investment Company Act of 1940.
Material Proceedings Adverse to the Company
To Mr. Haywood’s and Mr. Lashley’s knowledge, there are no material proceedings to which Mr. Haywood, or any of his associates, is a party adverse to the Company or any of its subsidiaries, and neither Mr. Haywood nor any of his associates has a material interest adverse to the Company or any of its subsidiaries.
Transactions In Stock of the Company
Mr. Haywood has had no transactions in the Common Stock during the past two years. The following transactions are the only transactions during the past two years with regard to the Common Stock made by members of the PL Capital Group:
Financial Edge Fund, LP
| Transaction Date | Number of Shares Purchased (Sold) |
| 4/8/11 | 4,000 |
| 11/2/11 | 2,102 |
| 11/4/11 | 7,500 |
| 8/10/12 | 1,400 |
| 8/13/12 | 1,210 |
| 8/14/12 | 1,000 |
| 11/2/12 | 3,800 |
| 11/28/12 | 13,008 |
| 11/30/12 | 21,821 |
| 12/4/12 | 193 |
| 12/13/12 | 1,200 |
| 12/14/12 | 2,520 |
| 12/19/12 | 5,600 |
| 12/28/12 | 101 |
| 12/31/12 | 9,085 |
| 1/4/13 | 2,075 |
Financial Edge Strategic Fund, LP
| Transaction Date | Number of Shares Purchased (Sold) |
| 3/23/11 | 1,000 |
| 4/8/11 | 2,500 |
| 11/30/12 | 10,000 |
| 12/31/12 | 5,000 |
Goodbody/PL Capital, LP
| Transaction Date | Number of Shares Purchased (Sold) |
| 9/12/12 | 7,020 |
| 11/20/12 | 1,000 |
| 11/30/12 | 5,000 |
PL Capital Focused Fund, LP
| Transaction Date | Number of Shares Purchased (Sold) |
| 3/23/11 | 300 |
| 4/8/11 | 1,037 |
| 8/3/12 | 5,000 |
| 8/8/12 | 9,402 |
Certain funds expended to date in the foregoing transactions by members of the PL Capital Group were provided, from time to time, in part by margin account loans from BNP Paribas Prime Brokerage, Inc. (“BNP Paribas”) extended in the ordinary course of business. All purchases of Common Stock made using funds borrowed from BNP Paribas were made in margin transactions on that firm’s usual terms and conditions. All or part of the shares of such Common Stock may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities. Such loans generally bear interest at a rate based upon the federal funds rate plus an applicable margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this letter, no member of the PL Capital Group has margin loans outstanding.
Arrangements or Understandings with Other Persons
Mr. Haywood has informal agreements with the limited partnerships and companies managed and advised by PL Capital, LLC, Goodbody/PL Capital, LLC and PL Capital Advisors, LLC, whereby Mr. Haywood is indemnified by the limited partnerships and companies for any liabilities he may incur in connection with the PL Capital Group’s intended solicitation of proxies for use at the 2013 Annual Meeting of Shareholders of the Company. Those limited partnerships and companies will also reimburse Mr. Haywood for any expenses that he reasonably incurs in connection with the PL Capital Group’s intended solicitation of proxies for use at the 2013 Annual Meeting of Shareholders of the Company. To Mr. Haywood’s knowledge, he has no arrangement or understandings with any other person pursuant to which he was or is to be selected as a director or nominee for election as a director of the Company.
As of the date of this letter, the PL Capital Group has not formally retained any person to make solicitations or recommendations to shareholders for the purpose of assisting in the election of Mr. Haywood as a director.
Absence of any Family Relationships
Mr. Haywood does not have any family relationship with any director or officer of the Company.
Absence of Involvement in Certain Legal Proceedings
To the knowledge of Mr. Haywood, and based on information in his possession:
a. Since January 1, 2011, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against Mr. Haywood, and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of Mr. Haywood. In addition, since January 1, 2011, no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against, and no receiver, fiscal agent or similar officer has been appointed by a court for the business or property of any partnership in which he is or was a general partner, or any corporation or business association of which he is or was an executive officer.
b. Mr. Haywood has not been convicted in a criminal proceeding nor has he been the named subject of any criminal proceeding which is presently pending (excluding traffic violations or similar misdemeanors).
c. Since January 1, 2011, Mr. Haywood has not been the subject of any court order, judgment or decree, not subsequently reversed, suspended or vacated, permanently or temporarily enjoining (or otherwise limiting) him from (A) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or any associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with any such activity, (B) engaging in any type of business practice, or (C) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws.
d. Since January 1, 2011, Mr. Haywood has not been the subject of any order, judgment or decree not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days his right to be engaged in any activity described in clause c. above, or his right to be associated with persons engaged in any such activity.
e. Since January 1, 2011, Mr. Haywood has not been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (“SEC”) or the CFTC to have violated any federal or state securities law or any federal commodities law, where such judgment or finding has not been subsequently reversed, suspended or vacated.
Absence of Certain Transactions
To the best knowledge of Mr. Haywood, and based on information in his possession, since the beginning of the Company’s last fiscal year, neither Mr. Haywood nor any member of his immediate family has had any direct or indirect material interest in any transaction in which the Company was or is a participant, and neither Mr. Haywood nor any member of his immediate family has any direct or indirect material interest in any currently proposed transaction in which the Company is to be a participant.
Section 16 Compliance
Mr. Haywood is not required to file reports under Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of the Company.
(2) As to the Nominator (Financial Edge Fund, L.P.):
A. Name and Address
Financial Edge Fund, L.P.
c/o PL Capital, LLC
47 E. Chicago Avenue
Suite 336
Naperville, IL 60540
The Nominator/Shareholder is a member of the “PL Capital Group,” which currently consists of the following persons and entities:
| ● | Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund” or, as previously defined, the Shareholder). |
| ● | 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”). |
| ● | Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”). |
| ● | Goodbody/PL Capital, LLC, a Delaware limited liability company and General Partner of Goodbody/PL LP (“Goodbody/PL LLC”). |
| ● | PL Capital Advisors, LLC, a Delaware limited liability company and the investment advisor to Financial Edge Fund. Financial Edge Strategic, Goodbody/PL LP and the Focused Fund (“PL Capital Advisors”). |
| ● | John W. Palmer and Richard J. Lashley, Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC. |
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, 47 E. Chicago Avenue, Suite 336, Naperville, Illinois 60540. Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP and Goodbody/PL LLC are engaged in various interests, including investments.
No other shareholder other than members of the PL Capital Group is known to the Shareholder to be supporting Mr. Haywood as a nominee.
B. Record and Beneficial Ownership
The Shareholder is the beneficial owner of 151,610 shares of Common Stock and is a member of the PL Capital Group which beneficially owns 285,306 shares of Common Stock. See Appendix A for the beneficial ownership of the members of the PL Capital Group.
If the Corporate Secretary, Company’s board of directors or a committee thereof believes this notice is incomplete or otherwise deficient in any respect, please contact Mr. Lashley immediately so that the Shareholder may promptly address any alleged deficiencies.
Very truly yours,
/s/ Richard Lashley
Richard Lashley
Appendix A
| Name and Address | Shares Held Beneficially | Percent of Class | Shares Held By Non-Participant Associates |
Richard J. Lashley 2 Trinity Place Warren, NJ 07059 | 285,610 | 9.5% | 0 |
John W. Palmer 4216 Richwood Court Naperville, IL 60540 | 285,610 | 9.5% | 0 |
PL Capital, LLC 47 E. Chicago Avenue, Suite 336 Naperville, Illinois 60540 | 285,610 | 9.5% | 0 |
PL Capital Advisors, LLC 47 E. Chicago Avenue, Suite 336 Naperville, Illinois 60540 | 285,610 | 9.5% | 0 |
Financial Edge Fund, LP 47 E. Chicago Avenue, Suite 336 Naperville, Illinois 60540 | 151,610 | 5.1% | 0 |
Financial Edge-Strategic Fund, LP 47 E. Chicago Avenue, Suite 336 Naperville, Illinois 60540 | 53,261 | 1.8% | 0 |
PL Capital/Focused Fund, LP 47 E. Chicago Avenue, Suite 336 Naperville, Illinois 60540 | 26,982 | 0.9% | 0 |
Goodbody/PL Capital, LLC 47 E. Chicago Avenue, Suite 336 Naperville, Illinois 60540 | 53,453 | 1.8% | 0 |
Goodbody/PL Capital, LP 47 E. Chicago Avenue, Suite 336 Naperville, Illinois 60540 | 53,453 | 1.8% | 0 |
CONSENT OF PROPOSED NOMINEE
I, Charles R. Haywood, hereby consent to be named in the proxy statement of the PL Capital Group to be used in connection with its solicitation of proxies from the shareholders of Ameriana Bancorp for use in voting at the 2013 Annual Meeting of Shareholders of Ameriana Bancorp and I hereby consent and agree to serve a director of Ameriana Bancorp if elected at such Annual Meeting.
/s/ Charles R. Haywood
Charles R. Haywood
Dated: March 4, 2013
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