SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
Malvern Bancorp, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
561409103
(CUSIP Number)
LAWRENCE B. SEIDMAN
100 Misty Lane, 1st Floor
Parsippany, New Jersey 07054
(973) 952-0405
STEVE WOLOSKY, ESQ.
MICHAEL NEIDELL, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 3, 2016
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box .
CUSIP No. 561409103 |
1 | NAME OF REPORTING PERSONS Seidman and Associates, L.L.C. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS WC | |
5 | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 55,590 |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER 55,590 | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 55,590 | |
12 | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.85% | |
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 561409103 |
1 | NAME OF REPORTING PERSONS Seidman Investment Partnership, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS WC | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 44,359 |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER 44,359 | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,359 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.68% | |
14 | TYPE OF REPORTING PERSON PN |
CUSIP No. 561409103 |
1 | NAME OF REPORTING PERSONS Seidman Investment Partnership II, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS WC | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 73,452 |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER 73,452 | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 73,452 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.12% | |
14 | TYPE OF REPORTING PERSON PN |
CUSIP No. 561409103 |
1 | NAME OF REPORTING PERSONS Seidman Investment Partnership III, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS WC | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 10,598 |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER 10,598 | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,598 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.16% | |
14 | TYPE OF REPORTING PERSON PN |
CUSIP No. 561409103 |
1 | NAME OF REPORTING PERSONS LSBK06-08, L.L.C. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS WC | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Florida | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 32,539 |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER 32,539 | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,539 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.50% | |
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 561409103 |
1 | NAME OF REPORTING PERSONS Broad Park Investors, L.L.C. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS WC | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 46,431 |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER 46,431 | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 46,431 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.71% | |
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 561409103 |
1 | NAME OF REPORTING PERSONS Chewy Gooey Cookies, L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS WC | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 17,200 |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER 17,200 | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,200 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.26% | |
14 | TYPE OF REPORTING PERSON PN |
CUSIP No. 561409103 |
1 | NAME OF REPORTING PERSONS 2514 Multi-Strategy Fund L.P. | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS WC | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 17,535 |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER 17,535 | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,535 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.27% | |
14 | TYPE OF REPORTING PERSON PN |
CUSIP No. 561409103 |
1 | NAME OF REPORTING PERSONS CBPS, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS WC | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 55,782 |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER 55,782 | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 55,782 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.85% | |
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 561409103 |
1 | NAME OF REPORTING PERSONS Veteri Place Corporation | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS OO | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 206,132 |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER 206,132 | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 206,132 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.14% | |
14 | TYPE OF REPORTING PERSON CO |
CUSIP No. 561409103 |
1 | NAME OF REPORTING PERSONS JBRC I, LLC | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS OO | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 10,598 |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER 10,598 | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,598 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.16% | |
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 561409103 |
1 | NAME OF REPORTING PERSONS Lawrence B. Seidman | |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) | |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS OO | |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 353,486 |
8 | SHARED VOTING POWER - 0 - | |
9 | SOLE DISPOSITIVE POWER 353,486 | |
10 | SHARED DISPOSITIVE POWER - 0 - | |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 353,486 | |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.39% | |
14 | TYPE OF REPORTING PERSON IN |
CUSIP No. 561409103 |
The following constitutes the Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No.1”). This Amendment No.1 amends the Schedule 13D as specifically set forth herein.
Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On January 19, 2016, the Reporting Persons filed a Schedule 13D announcing their intent to withhold their support for F. Claire Hughes, Jr., Robert C.F. Willson and Ralph K. Packard, the three director nominees proposed for election at the Issuer’s 2016 Annual Meeting. On February 3, 2016, the Issuer filed a Form 8-K with the Securities and Exchange Commission announcing that Messrs. Hughes and Willson submitted their resignations from the Boards of Directors of the Issuer and its bank subsidiary, Malvern Federal Savings Bank, effective February 14, 2016 and February 17, 2016, respectively, and determined not to seek re-election at the Issuer’s 2016 Annual Meeting. The Reporting Persons are gratified that Messrs. Hughes and Willson agreed to resign and not seek re-election. Based upon these resignations, the Reporting Persons have determined to withdraw their intent to withhold with respect to Mr. Packard and will vote for his re-election to the Issuer's Board of Directors.
Signature Page to Malvern Bancorp, Inc. Schedule 13D Amendment No. 1
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 4, 2016 | SEIDMAN AND ASSOCIATES, L.L.C. | |
By: | /ss/ Lawrence B. Seidman | |
Lawrence B. Seidman Manager |
SEIDMAN INVESTMENT PARTNERSHIP, L.P. | ||
By: | Veteri Place Corporation, its General Partner | |
By: | /ss/ Lawrence B. Seidman | |
Lawrence B. Seidman President |
SEIDMAN INVESTMENT PARTNERSHIP II, L.P. | ||
By: | Veteri Place Corporation, its General Partner | |
By: | /ss/ Lawrence B. Seidman | |
Lawrence B. Seidman President |
SEIDMAN INVESTMENT PARTNERSHIP III, L.P. | ||
By: | JBRC I, LLC, its | |
Co-General Partner | ||
By: | /ss/ Lawrence B. Seidman | |
Lawrence B. Seidman Managing Member |
LSBK06-08, L.L.C. | ||
By: | Veteri Place Corporation, its Trading Advisor | |
By: | /ss/ Lawrence B. Seidman | |
Lawrence B. Seidman President |
BROAD PARK INVESTORS, L.L.C. | ||
By: | /ss/ Lawrence B. Seidman | |
Lawrence B. Seidman Investment Manager |
CHEWY GOOEY COOKIES, L.P. | ||
By: | /ss/ Lawrence B. Seidman | |
Lawrence B. Seidman Investment Manager |
2514 MULTI-STRATEGY FUND, L.P. | ||
By: | /ss/ Lawrence B. Seidman | |
Lawrence B. Seidman Investment Manager |
CBPS, LLC | ||
By: | Veteri Place Corporation, its Trading Advisor | |
By: | /ss/ Lawrence B. Seidman | |
Lawrence B. Seidman President |
VETERI PLACE CORPORATION | ||
By: | /ss/ Lawrence B. Seidman | |
Lawrence B. Seidman President |
JBRC I, LLC | ||
By: | /ss/ Lawrence B. Seidman | |
Lawrence B. Seidman Managing Member |
/ss/ Lawrence B. Seidman | |
LAWRENCE B. SEIDMAN |