Washington, D.C. 20549
ALLIANCE BANCORP, INC. OF PENNSYLVANIA
Mr. Richard J. Lashley
Item 1. Security and Issuer
This amended Schedule 13D relates to Alliance Bancorp, Inc. of Pennsylvania, a Pennsylvania corporation (“Alliance Bancorp” or the “Company”). The address of the principal executive offices of the Company is 541 Lawrence Road, Broomall, PA 19008.
On November 19, 2013, Mr. Richard Lashley submitted notice to the Company of his intent to nominate Mr. Howard Henick as nominee for election as a director, on the WHITE proxy card, at the Company’s 2014 Annual Shareholder Meeting.
Item 2. Identity and Background
This Amended Schedule 13D is being filed jointly by the parties identified below.
By virtue of Howard Henick agreeing to serve as a nominee for election to the Company’s Board of Directors in connection with the nomination of a director candidate by the PL Capital Group (as defined below), the ScurlyDog Group (as defined below) may be deemed to constitute a “group” with the PL Capital Group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The ScurlyDog Group expressly disclaims beneficial ownership of securities held by the PL Capital Group. The securities reported herein as being beneficially owned by the ScurlyDog Group do not include any securities held by any member of the PL Capital Group.
The parties identified in the list below constitute the “ScurlyDog Group.” The ScurlyDog Group expressly disclaims beneficial ownership of securities held by the PL Capital Group. The securities reported herein as being beneficially owned by the ScurlyDog Group do not include any securities held by the PL Capital Group.
● | SD Financial Institutions and Value Opportunity Fund, LP, a Delaware limited partnership (“SD Fund”); |
| SD Capital Partners, LLC, a Delaware limited liability company and General Partner of SD Fund (“SD Capital”); |
| ScurlyDog Capital, LLC, a Delaware limited liability company and investment advisor to the SD Fund (“SD Advisor”); and |
| Howard Henick as a member of SD Capital, as a portfolio manager at SD Advisor, in his individual capacity and as a nominee for director. |
The parties identified in the list below constitute the “PL Capital Group.” The PL Capital Group expressly disclaims beneficial ownership of securities held by the ScurlyDog Group. The securities reported herein as being beneficially owned by the PL Capital Group do not include any securities held by the ScurlyDog Group.
CUSIP No. 01890A108 | Page 20 of 34 Pages |
| Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”); |
| Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”); |
| PL Capital Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”); |
| PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund; |
| PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL Capital, L.P.; |
| Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”); |
| Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and General Partner of Goodbody/PL LP; |
| John W. Palmer, as (1) a Managing Member of PL Capital, PL Capital Advisors and Goodbody/PL LLC and (2) an individual; |
| Richard Lashley, as (1) a Managing Member of PL Capital, PL Capital Advisors and Goodbody/PL LLC; (2) an individual; (3) Trustee of the Caitlin Anne Lashley 2010 Trust; (4) Trustee of the Danielle Morgan Lashley 2010 Trust; and (5) holder of certain discretionary authority over an account held by Dr. Robin Lashley, his sister; |
| Caitlin Anne Lashley 2010 Trust; |
| Danielle Morgan Lashley 2010 Trust; |
| Dr. Robin Lashley, as an individual; |
| Lashley Family 2011 Trust; and |
| Beth R. Lashley, as Trustee of the Lashley Family 2011 Trust. |
The joint filing agreement of the members of the ScurlyDog Group and the PL Capital Group is attached as Exhibit 1 to Amendment No. 8 to the Amended Schedule 13D filed on November 20, 2013.
CUSIP No. 01890A108 | Page 21 of 34 Pages |
(a)-(c) This statement is filed by Mr. Howard Henick, with respect to the shares of Common Stock beneficially owned by him, as follows:
| (1) | shares of Common Stock held in the name of SD Fund, in Mr. Henick’s capacity as a member of SD Capital, the general partner of SD Fund, and in Mr. Henick’s capacity as portfolio manager of SD Advisor, the investment advisor for SD Fund; and |
| (2) | shares of Common Stock held by Mr. Henick as an individual. |
Mr. Henick is a portfolio manager at SD Advisor. Mr. Henick is a member of SD Capital, the general partner of SD Fund. SD Advisor is a New Jersey state-registered investment advisor specializing in community bank and thrift equities.
The business address of Mr. Henick, SD Fund, SD Capital and SD Advisor is c/o ScurlyDog Capital, LLC, 4 Willowbrook Road, Rumson, NJ 07760.
(a)-(c) This statement is filed by Mr. John W. Palmer and Mr. Richard J. Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:
| (1) | shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic and Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital, the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund, and (B) PL Capital Advisors, the investment advisor for Financial Edge Fund, Financial Edge Strategic and Focused Fund; |
| (2) | shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC, the General Partner of Goodbody/PL LP and (B) PL Capital Advisors, the investment advisor for Goodbody/PL LP; |
| (3) | shares of Common Stock held by Mr. Palmer as an individual; and |
| (4) | shares of Common Stock held by Mr. Lashley as: (A) an individual; (B) a holder of certain discretionary authority over an account held by his sister Dr. Robin Lashley; (C) Trustee for the Caitlin Anne Lashley 2010 Trust; and (D) Trustee for the Danielle Morgan Lashley 2010 Trust. |
This statement is filed by Beth Lashley with respect to shares of Common Stock held in the name of the Lashley Family 2011 Trust, in Beth Lashley’s capacity as Trustee.
The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, John Palmer, Richard Lashley, and Robin 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. Robin Lashley is a college professor at Kent State University (Tuscarawas campus) in OH.
CUSIP No. 01890A108 | Page 22 of 34 Pages |
The business address of the Caitlin Anne Lashley 2010 Trust, Danielle Morgan Lashley 2010 Trust, Lashley Family 2011 Trust and Beth Lashley is 2 Trinity Place, Warren, NJ 07059. Each of the Caitlin Anne Lashley 2010 Trust, Danielle Morgan Lashley 2010 Trust and Lashley Family 2011 Trust are trusts created to engage in various interests, including holding investments. Beth Lashley is a retired CPA.
The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC.
(d) During the past five years, no member of the ScurlyDog Group or the PL Capital Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, no member of the ScurlyDog Group or the PL Capital Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
(f) Each natural person who is a member of the ScurlyDog Group or the PL Capital Group is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
In aggregate, the PL Capital Group owns 449,976 shares of Common Stock of the Company acquired at an aggregate cost of $4,827,969.
The amount of funds expended by Financial Edge Fund to acquire the 251,142 shares of Common Stock it holds in its name was $2,748,631. Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin provided by BNP Paribas Prime Brokerage Inc. (“BNP Paribas”) on such firm’s usual terms and conditions.
The amount of funds expended by Financial Edge Strategic to acquire the 82,885 shares of Common Stock it holds in its name was $905,271. Such funds were provided from Financial Edge Strategic’s available capital and from time to time by margin provided by BNP Paribas on such firm’s usual terms and conditions.
The amount of funds expended by Goodbody/PL LP to acquire the 52,973 shares of Common Stock it holds in its name was $544,621. Such funds were provided from Goodbody/PL LP’s available capital and from time to time by margin provided by BNP Paribas on such firm’s usual terms and conditions.
The amount of funds expended by Focused Fund to acquire the 46,546 shares of Common Stock it holds in its name was $445,451. Such funds were provided from Focused Fund’s available capital and from time to time by margin provided by BNP Paribas on such firm’s usual terms and conditions.
CUSIP No. 01890A108 | Page 23 of 34 Pages |
The amount of funds expended by the Lashley Family 2011 Trust to acquire the 8,280 shares of Common Stock held in its name is $93,212. Such funds were provided from the Trust’s available funds.
The amount of funds expended by Mr. Lashley to acquire 500 shares of Common Stock he holds in his name is $7,359. Such funds were provided from Mr. Lashley’s personal funds.
The amount of funds expended by Mr. Palmer to acquire the 3,150 shares of Common Stock he holds in his name is $35,022. Such funds were provided from available funds in Mr. Palmer’s Individual Retirement Accounts (IRA) and from Mr. Palmer’s personal funds.
The amount of funds expended by Dr. Robin Lashley to acquire the 2,500 shares of Common Stock she holds in her name is $26,884. Such funds were provided from Dr. Lashley’s personal funds.
The amount of funds expended by the Caitlin Anne Lashley 2010 Trust to acquire the 1,000 shares of Common Stock it holds in its name is $10,759. Such funds were provided from the Trust’s available funds.
The amount of funds expended by the Danielle Morgan Lashley 2010 Trust to acquire the 1,000 shares of Common Stock it holds in its name is $10,759. Such funds were provided from the Trust’s available funds.
In aggregate, the ScurlyDog Group owns 39,289 shares of Common Stock of the Company acquired at an aggregate cost of $406,346.
SD Fund acquired the 29,289 shares of Common Stock it holds in its name pursuant to in-kind contributions from its limited partners. The aggregate cost of such shares was $306,346.
The amount of funds expended by Mr. Howard Henick to acquire the 10,000 shares of Common Stock he holds in his name is $100,000. Such funds were provided from Mr. Henick’s personal funds.
Any purchases of Common Stock made by members of the PL Capital Group using funds borrowed from BNP Paribas, if any, were made in margin transactions on that firm’s usual terms and conditions. All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the PL Capital Group. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing, no members of the PL Capital Group have margin or other loans outstanding secured by Common Stock.
CUSIP No. 01890A108 | Page 24 of 34 Pages |
Mr. Henick may from time to time acquire shares of Common Stock, in part, by margin account loans from Fidelity Investments extended in the ordinary course of business. All purchases of Common Stock made by Mr. Henick that would involve funds borrowed from Fidelity Investments would be made in margin transactions on that firm’s usual terms and conditions. All or part of the shares of such Common Stock held by Mr. Henick 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 filing, Mr. Henick does not have any margin loans outstanding secured by Common Stock.
SD Fund may from time to time acquire shares of Common Stock, in part, using margin account loans from Charles Schwab & Co., Inc. extended in the ordinary course of business. All purchases of Common Stock that would involve funds borrowed from Charles Schwab & Co., Inc. would be made in margin transactions on that firm’s usual terms and conditions. All or part of the shares of such Common Stock held by SD Fund and its affiliates 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 filing, neither SD Fund nor any of its affiliates have any margin loans outstanding secured by Common Stock.
Item 4. Purpose of Transaction
The PL Capital Group owns 449,976 shares or 9.2% of the Company, based upon the Company’s aggregate outstanding 4,899,204 shares reported as outstanding as of November 1, 2013 in a Quarterly Report on Form 10-Q filed on November 12, 2013.
PL Capital Group’s intent is to influence the policies of the Company and assert PL Capital’s shareholder’s rights, with a goal of maximizing the long term value of the Common Stock.
On November 19, 2013, Mr. Lashley submitted notice to the Issuer of his intent to nominate Mr. Henick as a nominee for election as director, on the WHITE proxy card, at the Company’s 2014 Annual Shareholder Meeting. A copy of the nomination letter is attached as Exhibit 6 to Amendment No. 8 to the Amended Schedule 13D filed on November 20, 2013.
In connection with Mr. Lashley’s intent to nominate Mr. Henick, Mr. Lashley submitted a stockholder demand for inspection of stockholder records to the company on November 26, 2013, a copy of which is attached as Exhibit 7 to this Amended Schedule 13D.
Members of the PL Capital Group and ScurlyDog Group may make further purchases of shares of Common Stock, although neither the PL Capital Group nor the ScurlyDog Group has any present intention of increasing its aggregate holdings above 9.99% of the Company’s aggregate outstanding Common Stock. Members of the PL Capital Group and the ScurlyDog Group may dispose of any or all the shares of Common Stock held by them.
To the extent the actions described herein may be deemed to constitute influencing, or seeking to influence, the control of the Company for purposes of the Exchange Act and the regulations thereunder, the PL Capital Group and the ScurlyDog Group have such a purpose. Except as noted in this Schedule 13D, no member of the PL Capital Group or the ScurlyDog Group has any plans or proposals, which relate to, or would result in, any change in control of the Company or any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.
CUSIP No. 01890A108 | Page 25 of 34 Pages |
Item 5. Interest in Securities of the Company
The percentages used in this Amended Schedule 13D are calculated based upon the number of outstanding shares of Common Stock as of November 1, 2013, as reported in the Company’s Quarterly Report on Form 10-Q filed on November 12, 2013. In that filing, the Company reported 4,899,204 outstanding shares of Common Stock.
The PL Capital Group made transactions in the Common Stock within the past 60 days as noted below:
(a)-(b) See cover page.
| (c) | Financial Edge Fund has made no purchases or sales since the filing of Amendment No. 8 to the Amended Schedule 13D filed on November 20, 2013. |
| (d) | Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the General Partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power over the shares of Common Stock that Financial Edge Fund holds. |
(B) | Financial Edge Strategic |
(a)-(b) See cover page.
| (c) | Financial Edge Strategic has made no purchases or sales since the filing of Amendment No. 8 to the Amended Schedule 13D filed on November 20, 2013. |
| (d) | Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the General Partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power over the shares of Common Stock that Financial Edge Strategic holds. |
CUSIP No. 01890A108 | Page 26 of 34 Pages |
(C) Goodbody/PL LP
(a)-(b) See cover page.
| (c) | Goodbody/PL LP has made no purchases or sales since the filing of Amendment No. 8 to the Amended Schedule 13D filed on November 20, 2013. |
| (d) | Goodbody/PL LLC is the General Partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power over the shares of Common Stock held by Goodbody/PL LP. |
(D) Focused Fund
(a)-(b) See cover page.
| (c) | Focused Fund has made no purchases or sales since the filing of Amendment No. 8 to the Amended Schedule 13D filed on November 20, 2013. |
| (d) | Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the General Partner of Focused Fund, they have the power to direct the affairs of Focused Fund, including the voting and disposition of shares of Common Stock held in the name of Focused Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power over the shares of Common Stock that Focused Fund holds. |
CUSIP No. 01890A108 | Page 27 of 34 Pages |
(E) PL Capital
(a)-(b) See cover page.
| (c) | PL Capital has made no purchases or sales of Common Stock directly. |
| (d) | PL Capital is the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund. Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with PL Capital over the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund. |
(F) PL Capital Advisors
(a)-(b) See cover page.
| (c) | PL Capital Advisors has made no purchases or sales of Common Stock directly. |
| (d) | PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP. Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with PL Capital Advisors over the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP. |
(G) Goodbody/PL LLC
(a)-(b) See cover page.
| (c) | Goodbody/PL LLC has made no purchases or sales of Common Stock directly. |
| (d) | Goodbody/PL LLC is the General Partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power over the shares of Common Stock held by Goodbody/PL LP. |
(H) John W. Palmer
(a)-(b) See cover page.
CUSIP No. 01890A108 | Page 28 of 34 Pages |
| (c) | Mr. Palmer has made no purchases or sales since the filing of Amendment No. 8 to the Amended Schedule 13D filed on November 20, 2013. |
(I) Richard J. Lashley
(a)-(b) See cover page.
| (c) | Mr. Lashley has made no purchases or sales since the filing of Amendment No. 8 to the Amended Schedule 13D filed on November 20, 2013. |
(J) Dr. Robin Lashley
(a)-(b) See cover page.
| (c) | Dr. Lashley made no purchases or sales of Common Stock within the past 60 days. |
(K) Caitlin Anne Lashley 2010 Trust
(a)-(b) See cover page.
| (c) | The Trust made no purchases or sales of Common Stock within the past 60 days. |
(L) Danielle Morgan Lashley 2010 Trust
(a)-(b) See cover page.
| (c) | The Trust made no purchases or sales of Common Stock within the past 60 days. |
(M) Lashley Family 2011 Trust
(a)-(b) See cover page.
| (c) | The Trust made no purchases or sales of Common Stock within the past 60 days. |
CUSIP No. 01890A108 | Page 29 of 34 Pages |
(N) Beth Lashley
(a)-(b) See cover page.
| (c) | Beth Lashley made no purchases or sales of Common Stock within the past 60 days. |
The ScurlyDog Group has not made any transactions in the Common Stock within the past 60 days.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company. |
With respect to Financial Edge Fund, Financial Edge Strategic and Focused Fund, PL Capital is entitled to an allocation of a portion of profits, if any. With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, PL Capital Advisors is entitled to a management fee based upon a percentage of total capital. With respect to Goodbody/PL LP, Goodbody/PL LLC is entitled to an allocation of a portion of profits, if any.
Mr. Lashley has 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. Lashley is indemnified by those limited partnerships and companies for any liabilities he may incur in connection with his duties, including PL Capital Group’s intended solicitation of proxies for use at the 2014 Annual Meeting of Shareholders of the Company.
Mr. Henick has 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. Henick is indemnified by those limited partnerships and companies for any liabilities he may incur in connection with PL Capital Group’s intended solicitation of proxies for use at the 2014 Annual Meeting of Shareholders of the Company.
Those limited partnerships and companies will also reimburse Mr. Lashley and Mr. Henick for any expenses that either reasonably incurs in connection with the PL Capital Group’s intended solicitation of proxies for use at the 2014 Annual Meeting of Shareholders of the Company.
Mr. Henick has agreements with the limited partnerships and companies managed and advised by SD Advisor and SD Capital, whereby Mr. Henick is indemnified by those limited partnerships and companies for any liabilities he may incur in connection with his duties, including PL Capital Group’s intended solicitation of proxies for use at the 2014 Annual Meeting of Shareholders of the Company. Those limited partnerships and companies may also reimburse Mr. Henick for any expenses that either reasonably incurs in connection with the PL Capital Group’s intended solicitation of proxies for use at the 2014 Annual Meeting of Shareholders of the Company.
Other than the foregoing arrangements and the Joint Filing Agreement filed as Exhibit 1 to Amendment No. 8 to the Amended Schedule 13D filed on November 20, 2013, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.
CUSIP No. 01890A108 | Page 30 of 34 Pages |
Item 7. Material to be Filed as Exhibits
Exhibit No. | Description |
| |
1 | Joint Filing Agreement.* |
| |
2 | PL Capital, LLC’s Presentation to Senior Management of Alliance Bancorp, Inc. of Pennsylvania, dated October 16, 2007.* |
| |
3 | Letter from Richard Lashley to Alliance Bancorp, Inc. of Pennsylvania, dated April 25, 2008.* |
| |
4 | Letter from Richard Lashley to Alliance Bancorp, Inc. of Pennsylvania, dated June 14, 2011.* |
| |
5 | Letter from Richard Lashley and John Wm. Palmer to Alliance Bancorp, Inc. of Pennsylvania dated June 24, 2011.* |
| |
6 | Nomination Letter from Richard Lashley to Alliance Bancorp, Inc. of Pennsylvania dated November 19, 2013. |
| |
7 | Shareholder Demand for Inspection of Shareholder Records from Richard J. Lashley to Secretary of the Company dated November 26, 2013. |
| |
*Previously filed.
CUSIP No. 01890A108 | Page 31 of 34 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 26, 2013
FINANCIAL EDGE FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John W. Palmer /s/ Richard J. Lashley John W. Palmer Richard J. Lashley Managing Member Managing Member |
FINANCIAL EDGE-STRATEGIC FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John W. Palmer /s/ Richard J. Lashley John W. Palmer Richard J. Lashley Managing Member Managing Member |
CUSIP No. 01890A108 | Page 32 of 34 Pages |
GOODBODY/PL CAPITAL, L.P. By: GOODBODY/PL CAPITAL, LLC General Partner By: /s/ John W. Palmer /s/ Richard J. Lashley John W. Palmer Richard J. Lashley Managing Member Managing Member | |
GOODBODY/PL CAPITAL, LLC By: /s/ John W. Palmer /s/ Richard J. Lashley John W. Palmer Richard J. Lashley Managing Member Managing Member |
PL CAPITAL ADVISORS, LLC By: /s/ John W. Palmer /s/ Richard J. Lashley John W. Palmer Richard J. Lashley Managing Member Managing Member |
PL CAPITAL, LLC By: /s/ John W. Palmer /s/ Richard J. Lashley John W. Palmer Richard J. Lashley Managing Member Managing Member |
PL CAPITAL FOCUSED FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John W. Palmer /s/ Richard J. Lashley John W. Palmer Richard J. Lashley Managing Member Managing Member |
CAITLIN ANNE LASHLEY 2010 TRUST By: /s/ Richard Lashley Richard Lashley Trustee |
CUSIP No. 01890A108 | Page 33 of 34 Pages |
DANIELLE MORGAN LASHLEY 2010 TRUST By: /s/ Richard Lashley Richard Lashley Trustee |
LASHLEY FAMILY 2011 TRUST By: /s/ Beth Lashley Beth Lashley Trustee |
SD FINANCIAL INSTITUTIONS AND VALUE OPPORTUNITY FUND, LP By: SD CAPITAL PARTNERS, LLC General Partner By: /s/ Howard Henick Howard Henick Member |
SCURLYDOG CAPITAL, LLC By: /s/ Howard Henick Howard Henick Authorized Representative |
SD CAPITAL PARTNERS, LLC By: /s/ Howard Henick Howard Henick Member |
CUSIP No. 01890A108 | Page 34 of 34 Pages |
By: /s/ John W. Palmer John W. Palmer |
By: /s/ Richard J. Lashley Richard J. Lashley |
By: /s/ Robin Lashley Robin Lashley |
By: /s/ Beth Lashley Beth Lashley |
By: /s/ Howard Henick Howard Henick |