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CUSIP No. 404172108
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Page 1 of 28 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 11
Under the Securities Exchange Act of 1934
HF Financial Corp.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
404172108
(CUSIP Number)
Mr. John Palmer
PL Capital, LLC
47 E. Chicago Ave.
Suite 328
Naperville, IL 60540
630-848-1340
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 3, 2015
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ¨.
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CUSIP No. 404172108
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Page 2 of 28 Pages
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1
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NAME OF REPORTING PERSON
Financial Edge Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) T
(b) £
|
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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£
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
255,316
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
255,316
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,316
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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T
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 404172108
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Page 3 of 28 Pages
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1
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NAME OF REPORTING PERSON
Financial Edge—Strategic Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) T
(b) £
|
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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£
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE VOTING POWER
0
|
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8
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SHARED VOTING POWER
93,588
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9
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SOLE DISPOSITIVE POWER
0
|
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10
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SHARED DISPOSITIVE POWER
93,588
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,588
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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T
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 404172108
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Page 4 of 28 Pages
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1
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NAME OF REPORTING PERSON
Goodbody/PL Capital, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) T
(b) £
|
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3
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SEC USE ONLY
|
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4
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SOURCE OF FUNDS
WC, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
51,327
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9
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SOLE DISPOSITIVE POWER
0
|
|
10
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SHARED DISPOSITIVE POWER
51,327
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,327
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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T
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 404172108
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Page 5 of 28 Pages
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1
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NAME OF REPORTING PERSON
PL Capital/Focused Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
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3
|
SEC USE ONLY
|
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4
|
SOURCE OF FUNDS
WC, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
169,344
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|
9
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SOLE DISPOSITIVE POWER
0
|
|
10
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SHARED DISPOSITIVE POWER
169,344
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
169,344
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|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 404172108
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Page 6 of 28 Pages
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1
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NAME OF REPORTING PERSON
PL Capital, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
|
3
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SEC USE ONLY
|
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4
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SOURCE OF FUNDS
AF
|
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5
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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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
522,248
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9
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SOLE DISPOSITIVE POWER
0
|
|
10
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SHARED DISPOSITIVE POWER
522,248
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
522,248
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|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 404172108
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Page 7 of 28 Pages
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1
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NAME OF REPORTING PERSON
PL Capital Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
|
3
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SEC USE ONLY
|
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4
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SOURCE OF FUNDS
AF
|
|
5
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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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
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SHARED VOTING POWER
569,575
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
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SHARED DISPOSITIVE POWER
569,575
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
569,575
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 404172108
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Page 8 of 28 Pages
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1
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NAME OF REPORTING PERSON
Goodbody/PL Capital, LLC
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(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
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
51,327
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
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SHARED DISPOSITIVE POWER
51,327
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,327
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 404172108
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Page 9 of 28 Pages
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1
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NAME OF REPORTING PERSON
John W. Palmer
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF, PF
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|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
£
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
8,274
|
|
8
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SHARED VOTING POWER
573,575
|
|
9
|
SOLE DISPOSITIVE POWER
8,274
|
|
10
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SHARED DISPOSITIVE POWER
573,575
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
581,849
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
|
|
14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 404172108
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Page 10 of 28 Pages
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1
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NAME OF REPORTING PERSON
Richard J. Lashley
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
5,829
|
|
8
|
SHARED VOTING POWER
576,575
|
|
9
|
SOLE DISPOSITIVE POWER
5,829
|
|
10
|
SHARED DISPOSITIVE POWER
576,575
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
582,404
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
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CUSIP No. 404172108
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Page 11 of 28 Pages
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1
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NAME OF REPORTING PERSON
Lashley Family 2012 Trust
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less Than 0.1%
|
|
14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 404172108
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Page 12 of 28 Pages
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1
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NAME OF REPORTING PERSON
Lashley Family 2011 Trust
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,500
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,500
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less Than 0.1%
|
|
14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 404172108
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Page 13 of 28 Pages
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1
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NAME OF REPORTING PERSON
Beth R. Lashley, Trustee for the Lashley Family 2011 Trust
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,500
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,500
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less Than 0.1%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
CUSIP No. 404172108
|
Page 14 of 28 Pages
|
|
1
|
NAME OF REPORTING PERSON
Robin Lashley
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) T
(b) £
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
2,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
T
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less Than 0.1%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
CUSIP No. 404172108
|
Page 15 of 28 Pages
|
|
1
|
NAME OF REPORTING PERSON
Irving A. Smokler
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T
(b) £
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF, 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
U.S.
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
4,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
4,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
CUSIP No. 404172108
|
Page 16 of 28 Pages
|
|
1
|
NAME OF REPORTING PERSON
Albernet OU
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T
(b) £
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC, BK, 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
Estonia
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
4,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
4,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
| |
|
CUSIP No. 404172108
|
Page 17 of 28 Pages
|
|
Item 1.
|
Security and Issuer
|
This Amended Schedule 13D relates to the common stock, $0.01 par value (“Common Stock”), of HF Financial Corp. (the “Company” or “HF Financial”). The address of the principal executive offices of the Company is 225 South Main Avenue, Sioux Falls, South Dakota 57104.
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Item 2.
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Identity and Background
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This Amended Schedule 13D is being filed jointly by the parties identified below. The parties identified in the list below constitute the “PL Capital Group.”
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Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”).
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Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”).
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PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”).
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PL Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund, and advisor to Albernet OU (“PL Capital”).
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PL Capital Advisors, LLC, a Delaware limited liability company and investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL Capital, L.P. (“PL Capital Advisors”).
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Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”).
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Goodbody/PL Capital, LLC, a Delaware limited liability company and General Partner of Goodbody/PL LP (“Goodbody/PL LLC”).
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John W. Palmer and Richard J. Lashley, Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC.
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John W. Palmer as an individual, including shares held in his Individual Retirement Account (IRA).
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Richard J. Lashley as an individual, including shares held in his IRA; as holder of certain discretionary authority over an account held by Dr. Robin Lashley, his sister; and trustee of the Lashley Family 2012 Trust.
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Lashley Family 2011 Trust, a New Jersey irrevocable trust.
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Lashley Family 2012 Trust, a New Jersey irrevocable trust.
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Beth R. Lashley, Trustee, Lashley Family 2011 Trust.
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Dr. Robin Lashley as an individual.
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Albernet OU, an Estonian company (“Albernet”).
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Irving A. Smokler, principal of Albernet.
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The joint filing agreement of the PL Capital Group is attached as Exhibit 1 to this Amended Schedule 13D. Previously, the PL Capital Defined Benefit Pension Plan (the “Pension Plan”) was part of the PL Capital Group. However, on December 12, 2014, the Pension Plan was dissolved and the shares held by the Pension Plan were transferred to Messrs. Palmer and Lashley for no consideration, as the beneficiaries of the Pension Plan.
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CUSIP No. 404172108
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Page 18 of 28 Pages
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(a)-(c) This statement is filed by Mr. John Palmer and Mr. Richard Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:
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(1)
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shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund and Albernet, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of PL Capital, the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund and advisor to Albernet.
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(2)
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shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of PL Capital Advisors, the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.
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(3)
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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 Goodbody/PL LLC, the General Partner of Goodbody/PL LP.
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(4)
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shares of Common Stock held by Mr. Palmer as an individual, including in his IRA.
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(5)
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shares of Common Stock held by Mr. Lashley: (A) as an individual, including in his IRA; (B) a holder of certain discretionary authority over an account held by his sister Dr. Robin Lashley; and (C) as trustee of the Lashley Family 2012 Trust.
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This statement is filed by Dr. Irving Smokler with respect to the shares of Common Stock beneficially owned by Albernet.
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, Mr. Lashley and Dr. Robin Lashley is: c/o PL Capital, 47 East Chicago Avenue, Suite 328, 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.
The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC, whose principal business is investments.
The business address of the Lashley Family 2011 Trust, Lashley Family 2012 Trust and Beth Lashley, Trustee is 2 Trinity Place, Warren, NJ 07059. The Lashley Family 2011 Trust and Lashley Family 2012 Trust are engaged in various interests, including investments. Beth Lashley is a former certified public accountant who is retired.
The principal employment of Dr. Robin Lashley is college professor at Kent State University, Tuscarawas Campus, 330 University Drive NE, New Philadelphia, Ohio 44663.
The business address of Albernet and Dr. Irving Smokler is c/o of Maple Leaf Properties, 980 N. Federal Highway, Suite 307, Boca Raton, FL 33432. Albernet is engaged in various investment activities.
The principal employment of Dr. Smokler is as a partner of Maple Leaf Properties, a Michigan co-general partnership, a real estate investment firm with a principal address of 980 N. Federal Highway, Suite 307, Boca Raton, FL 33432.
(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).
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CUSIP No. 404172108
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Page 19 of 28 Pages
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(3) 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) All of the individuals who are members of the PL Capital Group are citizens of the United States.
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Item 3.
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Source and Amount of Funds or Other Consideration
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In aggregate, the PL Capital Group owns 592,178 shares of Common Stock of the Company acquired at an aggregate cost of $5,983,014.
The amount of funds expended by Financial Edge Fund to acquire the 255,316 shares of Common Stock it holds in its name is $2,611,819. Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin loans provided by BNP Paribas Prime Brokerage, Inc. (BNP Paribas).
The amount of funds expended by Financial Edge Strategic to acquire the 93,588 shares of Common Stock it holds in its name is $954,782. Such funds were provided from Financial Edge Strategic’s available capital and from time to time from margin loans provided by BNP Paribas.
The amount of funds expended by Goodbody/PL LP to acquire the 51,327 shares of Common Stock it holds in its name is $548,912. Such funds were provided from Goodbody/PL LP’s available capital and from time to time from margin loans provided by BNP Paribas.
The amount of funds expended by Focused Fund to acquire the 169,344 shares of Common Stock it holds in its name is $1,681,126. Such funds were provided from Focused Fund’s available capital and from time to time from margin loans provided by BNP Paribas.
The amount of funds expended to acquire the 5,828 shares of Common Stock Mr. Palmer holds in his IRA, which were transferred to Mr. Palmer upon dissolution of the Pension Plan for no consideration, was $48,831 and came from available capital of the Pension Plan. The amount of funds expended by Mr. Palmer to acquire the 100 shares of Common Stock he holds in record name was $927 and came from available personal capital. In addition, the Company awarded Mr. Palmer 2,346 shares of restricted Common Stock in his capacity as a director of the Company, pursuant to the Company’s 2002 Stock Option & Incentive Plan, at no cost to Mr. Palmer.
The amount of funds expended to acquire the 5,829 shares of Common Stock Mr. Lashley holds in his IRA, which were transferred to Mr. Lashley upon dissolution of the Pension Plan for no consideration, was $48,840 and came from available capital of the Pension Plan.
The amount of funds expended by the Lashley Family 2011 Trust to acquire the 1,500 shares of Common Stock it holds in its name is $14,763. Such funds were provided from the Trust’s available capital and from time to time by margin loans provided by Charles Schwab & Co. Inc.
The amount of funds expended by the Lashley Family 2012 Trust to acquire the 1,000 shares of Common Stock it holds in its name is $8,504. Such funds were provided from the Trust’s available capital and from time to time by margin loans provided by Charles Schwab & Co. Inc.
The amount of funds expended by Dr. Lashley to acquire the 2,000 shares of Common Stock she holds in her name is $19,425. Such funds were provided from Dr. Lashley’s personal funds.
The amount of funds expended by Albernet to acquire the 4,000 shares of Common Stock it holds in its name is $45,084. Such funds were provided from Albernet’s available capital.
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CUSIP No. 404172108
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Page 20 of 28 Pages
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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 firms’ 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 such parties. 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.
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Item 4.
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Purpose of Transaction
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This is the eleventh amendment to the PL Capital Group’s initial Schedule 13D filing. The PL Capital Group acquired shares of Common Stock because it believes that the Common Stock is undervalued.
This amendment is being filed to disclose a change in the ownership group due to the transfer of shares of Common Stock within certain members of the PL Capital Group, as described in Item 5 below.
On December 13, 2011, the Company held its annual shareholder meeting, and Mr. Palmer was elected to the Company’s Board of Directors. The final vote count for the meeting, which was certified on December 19, 2011, showed that John Palmer received approximately 84% of the total votes cast and approximately 71% of the total shares outstanding.
On November 3, 2011, the PL Capital Group received a letter from the Chairman of the Company’s Board of Directors offering to expand the size of the Board and appoint Mr. Palmer as a director. A copy of the letter is attached as Exhibit 17 to Amendment No. 8 to the Schedule 13D. On November 7, 2011, the PL Capital Group responded to the November 3 letter and outlined the reasons it is compelled to reject the offer. A copy of the letter is attached as Exhibit 18 to Amendment No. 8 to the Schedule 13D.
On October 11, 2011, the PL Capital Group sent a letter to the Company responding to a number of statements in soliciting material that the Company filed with the Securities and Exchange Commission on October 7, 2011, as well as the Company’s press release dated September 30, 2011. A copy of the letter is attached as Exhibit 15 to Amendment No. 6 to the Schedule 13D.
On October 4, 2011, the PL Capital Group sent a letter to the Company requesting additional information about the Company’s statements in a press release dated September 30, 2011. A copy of the letter is attached as Exhibit 13 to Amendment No. 6 to the Schedule 13D. The Company responded in a letter dated October 7, 2011. A copy of the letter is attached as Exhibit 14 to Amendment No. 6 to the Schedule 13D.
On September 16, 2011, the PL Capital Group sent a letter to the Company requesting that the Company delay the current search for a Chief Executive Officer, among other things. A copy of the letter is attached as Exhibit 12 to Amendment No. 5 to the Schedule 13D.
On August 17, 2011, Mr. Lashley submitted notice to the Company of his intent to nominate two nominees for election as directors at the Company’s 2011 Annual Stockholder Meeting. A copy of the nomination letter is attached as Exhibit 5 to Amendment No. 4 to the Schedule 13D. On October 25, 2011, Mr. Lashley sent a letter to the Company indicating he would only solicit proxies for one of the nominees. See Exhibit 16 attached to Amendment No. 7 to the Schedule 13D.
In connection with Mr. Lashley’s intent to nominate directors, Mr. Lashley submitted a stockholder demand for inspection of stockholder records to the company on August 18, 2011, a copy of which is attached as Exhibit 6 to Amendment No. 4 to the Schedule 13D. The Company responded to the demand letter on August 25, 2011 to indicate that it would provide to the PL Capital Group the information it is entitled to examine under Delaware law. See Exhibit 7 attached to Amendment No. 5 to the Schedule 13D. The PL Capital Group and the Company then exchanged letters clarifying the information to be provided to the PL Capital Group and the cost of such information. See Exhibit 8, Exhibit 9, Exhibit 10 and Exhibit 11 each attached to Amendment No. 5 to the Schedule 13D. On November 8, 2011, Mr. Lashley transmitted a follow-up demand letter as of the record date. A copy of the letter is attached as Exhibit 19 to Amendment No. 8 to the Schedule 13D.
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CUSIP No. 404172108
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Page 21 of 28 Pages
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On January 8, 2010, the PL Capital Group sent a letter to the Board of Directors outlining concerns related to the Company’s compliance with the Standstill Agreement discussed below, a copy of which is attached as Exhibit 4 to Amendment No. 3 to the Schedule 13D.
On December 1, 2009, the PL Capital Group sent a letter to the Board of Directors outlining concerns related to the Company’s common stock offering, a copy of which was attached as Exhibit 3 to Amendment No. 2 to the Schedule 13D.
On August 26, 2009, the PL Capital Group entered into a Standstill Agreement (the “Agreement”) with HF Financial, a copy of which was attached as Exhibit 2 to Amendment No. 1 to the Schedule 13D. The Agreement was entered into after HF Financial’s board of directors decided to adopt a majority voting policy, and the Agreement has now expired.
Members of the PL Capital Group may make further purchases of shares of 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.
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Item 5.
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Interest in Securities of the Company
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The percentages used in this Amended Schedule 13D are calculated based upon 7,055,440 outstanding shares of Common Stock at October 31, 2014, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on November 7, 2014. 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 has made no purchases or sales during the past 60 days.
(d) Because Mr. Palmer and Mr. 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. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Fund with regard to those shares of Common Stock.
(B) Financial Edge Strategic
(a)-(b) See cover page.
(c) Financial Edge Strategic has made no purchases or sales during the past 60 days.
(d) Because Mr. Palmer and Mr. 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. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Strategic with regard to those shares of Common Stock.
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CUSIP No. 404172108
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Page 22 of 28 Pages
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(C) Goodbody/PL LP
(a)-(b) See cover page.
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(c)
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Goodbody/PL LP made the following purchases (and no sales) of Common Stock during the past 60 days:
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Trade Date
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Number of Shares Purchased
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Price per Share
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Where and How Transaction Effected
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02/03/15
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8,480
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$ 14.35
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Open Market Purchase
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(d) Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Mr. Palmer and Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to 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 during the past 60 days.
(d) PL Capital is the general partner of Focused Fund. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, PL Capital may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by PL Capital.
(E) PL Capital
(a)-(b) See cover page.
(c) PL Capital has made no purchases or sales during the past 60 days.
(d) PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund. PL Capital is the investment adviser to Albernet. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Albernet.
(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, Goodbody/PL LP and Focused Fund. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital Advisors, they have the power to direct the affairs of PL Capital Advisors. Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP, and Focused Fund.
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CUSIP No. 404172108
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Page 23 of 28 Pages
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(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 Mr. Palmer and Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by Goodbody/PL LP.
(H) John W. Palmer
(a)-(b) See cover page.
(c) Mr. Palmer has made no purchases or sales during the past 60 days. On December 12, 2014, in connection with the dissolution of the Pension Plan, 5,828 shares of Common Stock were transferred to Mr. Palmer’s IRA for no consideration.
(I) Richard J. Lashley
(a)-(b) See cover page.
(c) Mr. Lashley has made no purchases or sales during the past 60 days. On December 12, 2014, in connection with the dissolution of the Pension Plan, 5,829 shares of Common Stock were transferred to Mr. Lashley’s IRA for no consideration.
(J) Lashley Family 2012 Trust
(a)-(b) See cover page.
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(c)
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Lashley Family 2012 Trust did not purchase or sell shares of Common Stock during the past 60 days. For estate planning purposes, Mrs. Lashley transferred 1,000 shares of Common Stock from her name into the Lashley Family 2012 Trust on June 6, 2012 for no consideration.
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(K) Lashley Family 2011 Trust
(a)-(b) See cover page.
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(c)
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Lashley Family 2011 Trust did not purchase or sell shares of Common Stock during the past 60 days. For estate planning purposes, Mr. Lashley transferred 1,500 shares of Common Stock from his name into the Lashley Family 2011 Trust on July 18, 2012 for no consideration.
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(L)
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Beth R. Lashley, Trustee, Lashley Family 2011 Trust
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(a)-(b) See cover page.
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(c)
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Lashley Family 2011 Trust did not purchase or sell shares of Common Stock during the past 60 days.
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(d)
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Beth Lashley is the Trustee of the Lashley Family 2011 Trust and may be deemed to share with the Lashley Family 2011 Trust the power of voting and disposition with regard to the shares of Common Stock held by the Lashley Family 2011 Trust.
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CUSIP No. 404172108
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Page 24 of 28 Pages
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(M) Dr. Robin Lashley
(a)-(b) See cover page.
(c) Dr. Lashley has made no purchases or sales during the past 60 days.
(N) Dr. Irving A. Smokler
(a)-(b) See cover page.
(c) Dr. Smokler has made no purchases or sales of Common Stock directly.
(d) Dr. Irving Smokler is deemed to share voting and dispositive power with regard to the shares of Common Stock held by Albernet.
(O) Albernet
(a)-(b) See cover page.
(c) Albernet has made no purchases or sales during the past 60 days.
(d) Dr. Irving Smokler is deemed to share voting and dispositive power with regard to the shares of Common Stock held by Albernet. PL Capital is the investment adviser to Albernet. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, PL Capital and Mr. Palmer and Mr. Lashley may be deemed to share voting and dispositive power with regard to the shares of Common Stock held by Albernet.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company
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With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Albernet: PL Capital and/or PL Capital Advisors are entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital. With respect to Goodbody/PL LP: Goodbody/PL LLC and/or PL Capital Advisors are entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital.
Other than the foregoing agreements and arrangements, and the Joint Filing Agreement filed as Exhibit 1 to this Amended Schedule 13D, 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.
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Item 7.
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Material to be Filed as Exhibits
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Exhibit No.
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Description
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1
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Joint Filing Agreement - filed herewith.
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2
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Standstill Agreement, dated August 26, 2009.*
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3
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Letter from PL Capital to Board of Directors dated December 1, 2009.*
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CUSIP No. 404172108
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Page 25 of 28 Pages
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Exhibit No.
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Description
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4
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Letter from PL Capital to Board of Directors dated January 8, 2009.*
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5
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Notice of Intent to Nominate Directors from Richard J. Lashley to Secretary of the Company dated August 17, 2011.*
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6
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Stockholder Demand for Inspection of Stockholder Records from Richard J. Lashley to Secretary of the Company dated August 18, 2011.*
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7
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Letter from Secretary of the Company to Richard J. Lashley dated August 25, 2011.*
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8
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Letter from Richard J. Lashley to Secretary of the Company dated August 30, 2011.*
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9
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Letter from Secretary of the Company to Richard J. Lashley dated September 6, 2011.*
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10
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Correspondence via e-mail from Richard J. Lashley to Secretary of the Company dated September 6, 2011. *
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11
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Letter from Secretary of the Company to Richard J. Lashley dated September 8, 2011.*
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12
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Letter from Richard J. Lashley and John W. Palmer to the Board of Directors of the Company dated September 16, 2011.*
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13
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Letter from Richard J. Lashley to the Board of Directors of the Company dated October 4, 2011.*
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14
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Letter to Richard J. Lashley from the Board of Directors of the Company dated October 7, 2011.*
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15
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Letter from Richard J. Lashley and John W. Palmer to the Board of Directors of the Company dated October 11, 2011.*
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16
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Letter from Richard J. Lashley to the Secretary of the Company dated October 25, 2011.*
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17
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Letter from Chairman of the Company’s Board of Directors dated November 3, 2011.*
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18
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Letter from Richard J. Lashley to the Chairman of the Board of Directors dated November 7, 2011.*
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19
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Letter from Richard J. Lashley to the Secretary of the Company dated November 7, 2011, transmitted on November 8, 2011.*
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_____________________
* Filed previously.
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CUSIP No. 404172108
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Page 26 of 28 Pages
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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: February 3, 2015
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FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer
John W. Palmer
Managing Member
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By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
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FINANCIAL EDGE-STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer
John W. Palmer
Managing Member
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By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
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PL CAPITAL/FOCUSED FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer
John W. Palmer
Managing Member
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By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
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CUSIP No. 404172108
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Page 27 of 28 Pages
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GOODBODY/PL CAPITAL, L.P.
By: GOODBODY/PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer
John W. Palmer
Managing Member
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By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
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|
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GOODBODY/PL CAPITAL, LLC
By: /s/ John W. Palmer
John W. Palmer
Managing Member
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By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
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PL CAPITAL, LLC
By: /s/ John W. Palmer
John W. Palmer
Managing Member
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By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
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PL CAPITAL ADVISORS, LLC
By: /s/ John W. Palmer
John W. Palmer
Managing Member
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By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
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ALBERNET OU
By: /s/ Irving A. Smokler
Irving A. Smokler
Principal
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CUSIP No. 404172108
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Page 28 of 28 Pages
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LASHLEY FAMILY 2011 TRUST
By: /s/ Beth R. Lashley
Beth R. Lashley
Trustee
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LASHLEY FAMILY 2012 TRUST
By: /s/ Richard J. Lashley
Richard J. Lashley
Trustee
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|
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By: /s/ John W. Palmer
John W. Palmer
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By: /s/ Richard J. Lashley
Richard J. Lashley
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By: /s/ Robin Lashley
Robin Lashley
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By: /s/ Irving A. Smokler
Irving A. Smokler
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EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.
Date: February 3, 2015
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FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
FINANCIAL EDGE-STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
PL CAPITAL/FOCUSED FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
GOODBODY/PL CAPITAL, L.P.
By: GOODBODY/PL CAPITAL, LLC
General Partner
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
|
GOODBODY/PL CAPITAL, LLC
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
|
PL CAPITAL, LLC
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
|
PL CAPITAL ADVISORS, LLC
By: /s/ John W. Palmer
John W. Palmer
Managing Member
|
By: /s/ Richard J. Lashley
Richard J. Lashley
Managing Member
|
|
|
ALBERNET OU
By: /s/ Irving A. Smokler
Irving A. Smokler
Principal
|
|
LASHLEY FAMILY 2011 TRUST
By: /s/ Beth R. Lashley
Beth R. Lashley
Trustee
|
|
|
LASHLEY FAMILY 2012 TRUST
By: /s/ Richard J. Lashley
Richard J. Lashley
Trustee
|
|
|
By: /s/ John W. Palmer
John W. Palmer
|
|
By: /s/ Richard J. Lashley
Richard J. Lashley
|
|
By: /s/ Robin Lashley
Robin Lashley
|
|
By: /s/ Irving A. Smokler
Irving A. Smokler
|
HF Financial Corp. (NASDAQ:HFFC)
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HF Financial Corp. (NASDAQ:HFFC)
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From Apr 2023 to Apr 2024
