| CUSIP No. 55352P102 |
Under the Securities Exchange Act of 1934
MSB FINANCIAL CORP.
(Name of Issuer)
Common Stock, par value
$0.10 per share
(Title of Class of Securities)
55352P102
(CUSIP
Number)
Mr. Richard
J. Lashley
PL Capital, LLC
20 E. Jefferson Ave.
Suite 22
Naperville, IL 60540
973-360-1666
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 11, 2007
(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), (f) or (g), check the following box [ ].
| CUSIP No. 55352P102 |
| 1 |
NAME OF REPORTING PERSON Financial Edge 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, OO | |||||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
[ ] | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
| | ||||||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 |
||||
| BENEFICIALLY OWNED |
8 |
SHARED VOTING POWER 182,337 |
||||
| BY EACH REPORTING |
9 |
SOLE DISPOSITIVE POWER 0 |
||||
| PERSON WITH: |
10 |
SHARED DISPOSITIVE POWER 182,337 |
||||
| | ||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 182,337 | |||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
[X] |
||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% | |||||
| 14 |
TYPE OF REPORTING PERSON PN | |||||
| CUSIP No. 55352P102 |
| 1 |
NAME OF REPORTING PERSON Financial Edge Strategic 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, OO | |||||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
[ ] | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
| | ||||||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 |
||||
| BENEFICIALLY OWNED |
8 |
SHARED VOTING POWER 88,211 |
||||
| BY EACH REPORTING |
9 |
SOLE DISPOSITIVE POWER 0 |
||||
| PERSON WITH: |
10 |
SHARED DISPOSITIVE POWER 88,211 |
||||
| | ||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 88,211 | |||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
[X] |
||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% | |||||
| 14 |
TYPE OF REPORTING PERSON PN | |||||
| CUSIP No. 55352P102 |
| 1 |
NAMES OF REPORTING PERSON Goodbody/PL Capital, 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, OO | |||||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
[ ] | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
| | ||||||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 |
||||
| BENEFICIALLY OWNED |
8 |
SHARED VOTING POWER 93,515 |
||||
| BY EACH REPORTING |
9 |
SOLE DISPOSITIVE POWER 0 |
||||
| PERSON WITH: |
10 |
SHARED DISPOSITIVE POWER 93,515 |
||||
| | ||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,515 | |||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
[X] |
||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% | |||||
| 14 |
TYPE OF REPORTING PERSON PN | |||||
| CUSIP No. 55352P102 |
| 1 |
NAMES OF REPORTING PERSON PL Capital, LLC | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [X] (b) [ ] | ||||
| 3 |
SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS | |||||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
[ ] | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
| | ||||||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 |
||||
| BENEFICIALLY OWNED |
8 |
SHARED VOTING POWER 270,548 |
||||
| BY EACH REPORTING |
9 |
SOLE DISPOSITIVE POWER 0 |
||||
| PERSON WITH: |
10 |
SHARED DISPOSITIVE POWER 270,548 |
||||
| | ||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,548 | |||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
[X] |
||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% | |||||
| 14 |
TYPE OF REPORTING PERSON PN | |||||
| CUSIP No. 55352P102 |
| 1 |
NAMES OF REPORTING PERSON Goodbody/PL Capital, LLC | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [X] (b) [ ] | ||||
| 3 |
SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS | |||||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
[ ] | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
| | ||||||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 |
||||
| BENEFICIALLY OWNED |
8 |
SHARED VOTING POWER 93,515 |
||||
| BY EACH REPORTING |
9 |
SOLE DISPOSITIVE POWER 0 |
||||
| PERSON WITH: |
10 |
SHARED DISPOSITIVE POWER 93,515 |
||||
| | ||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,515 | |||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
[X] |
||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% | |||||
| 14 |
TYPE OF REPORTING PERSON PN | |||||
| CUSIP No. 55352P102 |
| 1 |
NAMES OF REPORTING PERSON PL Capital Advisors, LLC | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [X] (b) [ ] | ||||
| 3 |
SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS | |||||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
[ ] | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
| | ||||||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 |
||||
| BENEFICIALLY OWNED |
8 |
SHARED VOTING POWER 371,063 |
||||
| BY EACH REPORTING |
9 |
SOLE DISPOSITIVE POWER 0 |
||||
| PERSON WITH: |
10 |
SHARED DISPOSITIVE POWER 371,063 |
||||
| | ||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 371,063 | |||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
[X] |
||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% | |||||
| 14 |
TYPE OF REPORTING PERSON PN | |||||
| CUSIP No. 55352P102 |
| 1 |
NAMES OF REPORTING PERSON John W. Palmer | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [X] (b) [ ] | ||||
| 3 |
SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS AF, PF | |||||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
[ ] | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION USA | |||||
| | ||||||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 |
||||
| BENEFICIALLY OWNED |
8 |
SHARED VOTING POWER 372,563 |
||||
| BY EACH REPORTING |
9 |
SOLE DISPOSITIVE POWER 0 |
||||
| PERSON WITH: |
10 |
SHARED DISPOSITIVE POWER 372,563 |
||||
| | ||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 372,563 | |||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
[X] |
||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% | |||||
| 14 |
TYPE OF REPORTING PERSON IN | |||||
| CUSIP No. 55352P102 |
| 1 |
NAMES OF REPORTING PERSON Richard J. Lashley | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [X] (b) [ ] | ||||
| 3 |
SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS AF, PF | |||||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
[ ] | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION USA | |||||
| | ||||||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 |
||||
| BENEFICIALLY OWNED |
8 |
SHARED VOTING POWER 385,024 |
||||
| BY EACH REPORTING |
9 |
SOLE DISPOSITIVE POWER 0 |
||||
| PERSON WITH: |
10 |
SHARED DISPOSITIVE POWER 385,024 |
||||
| | ||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 385,024 | |||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
[X] |
||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% | |||||
| 14 |
TYPE OF REPORTING PERSON IN | |||||
| CUSIP No. 55352P102 |
| 1 |
NAMES OF REPORTING PERSON PL Capital Offshore, Ltd. | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [X] (b) [ ] | ||||
| 3 |
SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS WC, OO | |||||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
[ ] | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||||
| | ||||||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 |
||||
| BENEFICIALLY OWNED |
8 |
SHARED VOTING POWER 7,000 |
||||
| BY EACH REPORTING |
9 |
SOLE DISPOSITIVE POWER 0 |
||||
| PERSON WITH: |
10 |
SHARED DISPOSITIVE POWER 7,000 |
||||
| | ||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,000 | |||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
[X] |
||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% | |||||
| 14 |
TYPE OF REPORTING PERSON CO | |||||
| CUSIP No. 55352P102 |
| 1 |
NAMES OF REPORTING PERSON Beth Lashley | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [X] (b) [ ] | ||||
| 3 |
SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS AF, PF | |||||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
[ ] | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION USA | |||||
| | ||||||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 |
||||
| BENEFICIALLY OWNED |
8 |
SHARED VOTING POWER 12,461 |
||||
| BY EACH REPORTING |
9 |
SOLE DISPOSITIVE POWER 0 |
||||
| PERSON WITH: |
10 |
SHARED DISPOSITIVE POWER 12,461 |
||||
| | ||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,461 | |||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
[X] |
||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% | |||||
| 14 |
TYPE OF REPORTING PERSON IN | |||||
| CUSIP No. 55352P102 |
| 1 |
NAMES OF REPORTING PERSON PL Capital, LLC Defined Benefit Plan | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) [X] (b) [ ] | ||||
| 3 |
SEC USE ONLY | |||||
| 4 |
SOURCE OF FUNDS AF | |||||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
[ ] | ||||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey | |||||
| | ||||||
| NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0 |
||||
| BENEFICIALLY OWNED |
8 |
SHARED VOTING POWER 1,500 |
||||
| BY EACH REPORTING |
9 |
SOLE DISPOSITIVE POWER 0 |
||||
| PERSON WITH: |
10 |
SHARED DISPOSITIVE POWER 1,500 |
||||
| | ||||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,500 | |||||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
[X] |
||||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) <0.1% | |||||
| 14 |
TYPE OF REPORTING PERSON EP | |||||
| CUSIP No. 55352P102 |
| Item 1. | Security and Issuer |
The initial Schedule 13D, dated March 14, 2007, was filed with the Securities and Exchange Commission on March 23, 2007 (the “Initial Schedule 13D”). This Amendment No. 1 to the Initial Schedule 13D (this “Amended Schedule 13D”) relates to the common stock, par value $0.10 per share (“Common Stock”), of MSB Financial Corp. (the “Company”). The address of the principal executive offices of the Company is 1902 Long Hill Road, Millington, NJ 07946-0417.
| Item 2. | Identity and Background |
This Amended Schedule 13D is being filed jointly by the parties identified below. All of the filers of this Amended Schedule 13D are collectively the “PL Capital Group.” The joint filing agreement of the members of the PL Capital Group was attached to the Initial Schedule 13D as Exhibit 1.
| • | 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 Offshore, Ltd., a Cayman Islands company (“PL Capital Offshore”); |
| • | PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund and Financial Edge Strategic; |
| • | PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to PL Capital Offshore, Financial Edge Fund, Financial Edge Strategic, 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 and Richard J. Lashley, as (1) Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC, (2) members of the Board of Directors of PL Capital Offshore, and (3) Trustees of the PL Capital, LLC Defined Benefit Plan; |
| • | Richard J. Lashley and Beth Lashley, as tenants in common; and |
| • | PL Capital, LLC Defined Benefit Plan (“PL Capital Pension Plan”). |
(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:
| CUSIP No. 55352P102 |
| (1) | shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, PL Capital Offshore and PL Capital Pension Plan, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital, the General Partner of Financial Edge Fund and Financial Edge Strategic, and (B) PL Capital Advisors, the investment advisor for Financial Edge Fund, Financial Edge Strategic and PL Capital Offshore. Messrs. Lashley and Palmer are also members of PL Capital Offshore’s Board of Directors and Trustees of PL Capital Pension Plan; |
| (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; and |
| (3) | shares of Common Stock held by Richard Lashley and Beth Lashley, as tenants in common. |
The business address of Financial Edge Fund, Financial Edge Strategic, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, PL Capital Pension Plan, John Palmer, Richard Lashley and Beth Lashley is c/o PL Capital, 20 East Jefferson Avenue, Suite 22, Naperville, Illinois 60540. Each of Financial Edge Fund, Financial Edge Strategic, PL Capital, Goodbody/PL LP, PL Capital Advisors and Goodbody/PL LLC are engaged in various interests, including investments. PL Capital Pension Plan is a defined benefit pension plan for PL Capital.
The business address of PL Capital Offshore is One Capital Place, P.O. Box 847GT, Grand Cayman, Cayman Islands. PL Capital Offshore is an investment company.
The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC.
Beth Lashley is a Certified Public Accountant who is currently not employed.
(d) During the past five years, no member of 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 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 PL Capital Group is a citizen of the United States.
| CUSIP No. 55352P102 |
| Item 3. | Source and Amount of Funds or Other Consideration |
In aggregate, the PL Capital Group owns 385,024 shares of Common Stock of the Company acquired at an aggregate cost of $4,595,178.
The amount of funds expended by Financial Edge Fund to acquire the 182,337 shares of Common Stock it holds in its name was $2,185,986. Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin provided by Banc of America Securities Corp. (“Banc of America”) on such firm’s usual terms and conditions.
The amount of funds expended by Financial Edge Strategic to acquire the 88,211 shares of Common Stock it holds in its name was $1,061,266. Such funds were provided from Financial Edge Strategic’s available capital.
The amount of funds expended by PL Capital Offshore to acquire the 7,000 shares of Common Stock it holds in its name was $82,393. Such funds were provided from PL Capital Offshore’s available capital and margin provided by Banc of America on such firm’s usual terms and conditions.
The amount of funds expended by Goodbody/PL LP to acquire the 93,515 shares of Common Stock it holds in its name was $1,122,437. Such funds were provided from Goodbody/PL LP’s available capital.
The amount of funds expended by PL Capital Pension Plan to acquire the 1,500 shares of Common Stock it holds in its name was $18,485. Such funds were provided from PL Capital Pension Plan’s available capital.
The amount of funds expended by Richard and Beth Lashley to acquire the 12,461 shares of Common Stock they hold in their name was $124,610. Such funds were provided from Richard and Beth Lashley’s personal funds.
Any purchases of Common Stock made by members of the PL Capital Group using funds borrowed from Banc of America, 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 member of the PL Capital Group has margin or other loans outstanding secured by Common Stock.
| Item 4. | Purpose of Transaction |
The PL Capital Group owns 6.9% of the Company, based upon the Company’s aggregate outstanding shares. PL Capital Group owns 15.2% of the outstanding shares, excluding shares held by MSB Financial, MHC. PL Capital Group’s investment in the Company is for investment purposes only. As of the date of this filing, the PL Capital Group does not have an intent, nor has it reserved the right, to engage in a control transaction, or any contested solicitation for the election of directors.
| CUSIP No. 55352P102 |
Members of the PL Capital Group may make further purchases of shares of Common Stock, although the PL Capital Group has no present intention of ever increasing PL Capital Group’s aggregate holdings above 9.999% of the Company’s aggregate outstanding Common Stock. Members of the PL Capital 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 a “control purpose” with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the PL Capital Group has such a purpose. Except as noted in this Amended Schedule 13D, no member of the PL Capital Group has any plans or proposals, which relate to, or would result in, 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.
| 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 that the Company reported in its Form 10-Q filed on May 15, 2007 for the quarter ended March 31, 2007. In this Form 10-Q, the Company reported 5,620,625 outstanding shares of Common Stock as of May 15, 2007.
The PL Capital Group made transactions in the Common Stock within the past 60 days as noted below:
| (A) | Financial Edge Fund |
| (a)-(b) | See cover page. |
| (c) | Financial Edge Fund made the following purchases and sales of Common Stock in the past 60 days: |
| Date |
Number of Shares Purchased/(Sold) |
Price Per Share ($) |
Total (Proceeds)/Cost($) |
|---|---|---|---|
| 2007-04-30 | 4,385 | 11.47 | $ 50,306 |
| 2007-05-01 | 214 | 11.49 | $ 2,458 |
| 2007-05-02 | 1,000 | 11.46 | $ 11,460 |
| 2007-05-08 | 500 | 11.60 | $ 5,800 |
| 2007-05-11 | 476 | 11.56 | $ 5,503 |
| 2007-05-23 | 2,918 | 11.53 | $ 33,655 |
| 2007-05-25 | 2,700 | 11.55 | $ 31,195 |
| 2007-05-31 | 300 | 11.56 | $ 3,469 |
| 2007-06-11 | 30,000 | 11.55 | $346,510 |
| (d) | Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the General Partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Fund over the shares of Common Stock that Financial Edge Fund holds. |
| CUSIP No. 55352P102 |
| (B) | Financial Edge Strategic |
| (a)-(b) | See cover page. |
| (c) | Financial Edge Strategic made the following purchases and sales of Common Stock in the past 60 days: |
| Date |
Number of Shares Purchased/(Sold) |
Price Per Share ($) |
Total (Proceeds)/Cost($) |
|---|---|---|---|
| 2007-06-08 | 2,300 | 11.55 | $ 26,575 |
| 2007-06-11 | 14,000 | 11.55 | $161,710 |
| (d) | Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the General Partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Strategic over the shares of Common Stock that Financial Edge Strategic holds. |
| (C) | PL Capital Offshore |
| (a)-(b) | See cover page. |
| (c) | PL Capital Offshore has made no purchases or sales of Common Stock in the past 60 days. |
| (d) | PL Capital Advisors is the investment advisor for PL Capital Offshore. Because Messrs. Palmer and Lashley are the Managing Members of PL Capital Advisors, and members of the Board of Directors of PL Capital Offshore, they have the power to direct the affairs of PL Capital Offshore. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with PL Capital Offshore over the shares of Common Stock that PL Capital Offshore holds. |
| (D) | Goodbody/PL LP |
| (a)-(b) | See cover page. |
| CUSIP No. 55352P102 |
| (c) | Goodbody/PL LP made the following purchases and sales of Common Stock in the past 60 days: |
| Date |
Number of Shares Purchased/(Sold) |
Price Per Share ($) |
Total (Proceeds)/Cost($) |
|---|---|---|---|
| 2007-04-24 | 5,000 | 11.46 | $ 57,310 |
| 2007-05-29 | 1,282 | 11.54 | $ 14,791 |
| 2007-06-01 | 590 | 11.59 | $ 6,841 |
| 2007-06-11 | 15,000 | 11.55 | $173,260 |
| (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 with Goodbody/PL LLC over the shares of Common Stock held by Goodbody/PL LP. |
| (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, PL Capital Offshore 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. In addition, Mr. Palmer and Mr. Lashley are members of PL Capital Offshore’s Board of Directors. 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, PL Capital Offshore and Goodbody/PL LP. |
| CUSIP No. 55352P102 |
| (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. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Goodbody/PL LLC over the shares of Common Stock held by Goodbody/PL LP. |
| (H) | John W. Palmer |
| (a)-(b) | See cover page. |
| (c) | Mr. Palmer did not purchase or sell any shares of Common Stock directly. |
| (I) | Richard J. Lashley |
| (a)-(b) | See cover page. |
| (c) | Mr. Lashley did not purchase or sell any shares of Common Stock in the past 60 days. |
| (J) | Beth Lashley |
| (a)-(b) | See cover page. |
| (c) | Beth Lashley did not purchase or sell any shares of Common Stock in the past 60 days. |
| (K) | PL Capital Pension Plan |
| (a)-(b) | See cover page. |
| (c) | PL Capital Pension Plan did not purchase or sell any shares of Common Stock in the past 60 days. |
| (d) | Because Messrs. Palmer and Lashley are the Trustees of PL Capital Pension Plan, they have the power to direct the affairs of PL Capital Pension Plan. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with PL Capital Pension Plan over the shares of Common Stock that PL Capital Pension Plan holds. |
| CUSIP No. 55352P102 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities ofthe Company. |
With respect to Financial Edge Fund and Financial Edge Strategic, PL Capital is entitled to an allocation of a portion of profits, if any. With respect to Financial Edge Fund, Financial Edge Strategic, PL Capital Offshore 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. With respect to PL Capital Offshore, PL Capital Advisors is entitled to a portion of profits, if any.
Other than the foregoing arrangements and the Joint Filing Agreement filed as Exhibit 1 to the Initial Schedule 13D filing, 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.
| Item 7. | Material to be Filed as Exhibits |
| Exhibit No. | Description | |
| 1 | Joint Filing Agreement.* |
|
|
| * Filed previously |
| CUSIP No. 55352P102 |
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: June 14, 2007
| 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 | |
| PL CAPITAL OFFSHORE, LTD. | ||
| By: PL CAPITAL ADVISORS, LLC | ||
| General Partner | ||
| By: /s/ John W. Palmer | /s/ Richard J. Lashley | |
| John W. Palmer | Richard J. Lashley | |
| Managing Member | Managing Member | |
| CUSIP No. 55352P102 |
| 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 Palmer | /s/ Richard Lashley | |
| John Palmer | Richard Lashley | |
| Managing Member | Managing Member | |
| CUSIP No. 55352P102 |
| PL CAPITAL PENSION PLAN | ||
| By: /s/ John W. Palmer | /s/ Richard J. Lashley | |
| John W. Palmer | Richard J. Lashley | |
| Trustee | Trustee | |
| By: | /s/ John W. Palmer |
| John W. Palmer | |
| By: | /s/ Richard J. Lashley |
| Richard J. Lashley | |
| By: | /s/ Beth Lashley |
| Beth Lashley | |