CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 1 of
23
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)
ALLIANCE
BANCORP, INC. OF PENNSYLVANIA
(Name of
Issuer)
Common
Stock, par value $0.01 per share
(Title of
Class of Securities)
018921106
(CUSIP
Number)
Mr.
Joseph Stilwell
111
Broadway, 12
th
Floor
New York,
New York 10006
Telephone: (212)
269-5800
with a
copy to:
Spencer
L. Schneider, Esq.
70
Lafayette Street, 7
th
Floor
New York,
New York 10013
Telephone: (212)
233-7400
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
January
18, 2011
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
o
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 2 of
23
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
STILWELL VALUE PARTNERS VI, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC, OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
o
|
6
|
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
534,027
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
534,027
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
|
|
|
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|
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CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 3 of
23
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
STILWELL ASSOCIATES, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC, OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
o
|
6
|
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
534,027
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
534,027
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
|
|
|
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CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 4 of
23
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
STILWELL PARTNERS, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC, OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
o
|
6
|
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
534,027
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
534,027
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
|
|
|
|
|
|
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CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 5 of
23
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1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
STILWELL OFFSHORE LTD.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC, OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
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CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 6 of
23
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
STILWELL VALUE LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
o
|
6
|
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
534,027
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
534,027
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
|
|
|
|
|
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CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 7 of
23
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
STILWELL MANAGEMENT LLC.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
o
|
6
|
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
0
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
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CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 8 of
23
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
JOSEPH STILWELL
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
534,027
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
534,027
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 9 of
23
|
Item
1. Security and Issuer
This is
the fourth amendment (this "Fourth Amendment") to the original Schedule 13D,
which was filed on March 12, 2009 (the "Original Schedule 13D"), amended on
April 8, 2009 ("First Amendment"), amended on August 9, 2010 ("Second
Amendment"), and amended on September 16, 2010 ("Third
Amendment"). This Fourth Amendment is filed jointly by Stilwell Value
Partners VI, L.P., a Delaware limited partnership ("Stilwell Value Partners
VI"); Stilwell Associates, L.P., a Delaware limited partnership ("Stilwell
Associates"); Stilwell Partners, L.P., a Delaware limited partnership ("Stilwell
Partners"); Stilwell Offshore Ltd., a Cayman Islands company ("Stilwell
Offshore"); Stilwell Value LLC, a Delaware limited liability company ("Stilwell
Value LLC"), and the general partner of Stilwell Value Partners VI and Stilwell
Associates; Stilwell Management LLC, a Delaware limited liability company
("Stilwell Management") and manager of Stilwell Offshore under a managing
agreement; and Joseph Stilwell, the managing member of and owner of more than
99% of the equity in Stilwell Value LLC, as well as the general partner of
Stilwell Partners. All the filers of this statement are collectively
referred to herein as the "Group."
This
statement relates to the common stock, par value $0.01 per share ("Common
Stock"), of Alliance Bancorp, Inc. of Pennsylvania (the
"Issuer"). The address of the principal executive offices of the
Issuer is 541 Lawrence Road, Broomall, Pennsylvania 19008. The
amended joint filing agreement of the members of the Group is attached as
Exhibit 3.
Item
2. Identity and Background
(a)-(c) This
statement is filed by Joseph Stilwell with respect to the shares of Common Stock
beneficially owned by Joseph Stilwell, including shares of Common Stock held in
the names of Stilwell Value Partners VI, Stilwell Associates, Stilwell Partners
and Stilwell Offshore, in Joseph Stilwell's capacities as the general partner of
Stilwell Partners and the managing member and 99% owner of Stilwell Value LLC,
which is the general partner of Stilwell Value Partners VI and Stilwell
Associates, and as the managing and sole member of Stilwell Management, which is
the manager of Stilwell Offshore.
The
business address of Stilwell Value Partners VI, Stilwell Associates, Stilwell
Partners, Stilwell Value LLC, and Joseph Stilwell is 111 Broadway, 12
th
Floor,
New York, New York 10006. The business address of Stilwell Offshore
and Stilwell Management is 315 Clocktower Commons, Brewster, New York
10508.
The
principal employment of Joseph Stilwell is investment
management. Stilwell Value Partners VI, Stilwell Associates and
Stilwell Partners are private investment partnerships engaged in the purchase
and sale of securities for their own accounts. Stilwell Offshore is a
company formed under the laws of the Cayman Islands engaged in the purchase and
sale of securities for its own account. Stilwell Value LLC is in the
business of serving as the general partner of Stilwell Value Partners VI,
Stilwell Associates, and related partnerships. Stilwell
Management is in the business of serving as manager of Stilwell
Offshore.
(d) During
the past five years, no member of the Group has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During
the past five years, no member of the 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.
CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 10 of
23
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(f) Joseph
Stilwell is a citizen of the United States.
Item
3. Source and Amount of Funds or Other Consideration
The
amount of funds expended to date by Stilwell Value Partners VI to acquire the
shares of Common Stock is $5,070,014.45. As of the date of this
Fourth Amendment, Stilwell Value Partners VI holds 482,322 shares of Common
Stock in its name. Such funds were provided from Stilwell Value
Partners VI's working capital and, from time to time, in part by margin account
loans from subsidiaries of Fidelity Brokerage Services LLC extended in the
ordinary course of business.
The
amount of funds expended to date by Stilwell Associates to acquire the shares of
Common Stock is $1,619,026.42. As of the date of this Fourth
Amendment, Stilwell Associates holds 1,705 shares of Common Stock in its
name. Such funds were provided from Stilwell Associates' working
capital and, from time to time, in part by margin account loans from
subsidiaries of JP Morgan Chase & Co. and Morgan Stanley extended in the
ordinary course of business.
The
amount of funds expended to date by Stilwell Partners to acquire the shares of
Common Stock is $556,106.50. As of the date of this Fourth Amendment,
Stilwell Partners holds 50,000 shares of Common Stock. Such funds
were provided from Stilwell Partners' working capital and, from time to time, in
part by margin account loans from subsidiaries of Fidelity Brokerage Services
LLC extended in the ordinary course of business.
The
amount of funds expended to date by Stilwell Offshore to acquire the shares of
Common Stock is $113,183.63. As of the date of this Fourth Amendment,
Stilwell Offshore does not hold any shares of Common Stock. Such
funds were provided from Stilwell Offshore's working capital and, from time to
time, in part by margin account loans from subsidiaries of Morgan Stanley
extended in the ordinary course of business.
All
purchases of shares of Common Stock made by the Group using funds borrowed from
JP Morgan Chase & Co., Fidelity Brokerage Services LLC, or Morgan Stanley,
if any, were made in margin transactions on their usual terms and
conditions. All or part of the shares of Common Stock owned by
members of the 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 Group. Such loans generally bear interest at a rate
based on the broker's call rate from time to time in effect. Such
indebtedness, if any, may be refinanced with other banks or
broker-dealers.
Item
4. Purpose of Transaction
Our
purpose in acquiring shares of Common Stock of the Issuer is to profit from the
appreciation in the market price of the shares of Common Stock through asserting
shareholder rights. We do not believe the value of the Issuer's
assets is adequately reflected in the current market price of the Issuer's
Common Stock. We hope to work with the Issuer's management to
maximize shareholder value.
CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 11 of
23
|
The Group
is filing this Fourth Amendment to report the acquisition of additional shares
of the new outstanding Common Stock of the Issuer. We supported the
Issuer’s second-step offering. Following the second-step conversion,
we have increased our stake with the belief that shareholders and the Issuer
will do well if management focuses on profitability. We will
encourage management and the board to pay dividends to shareholders and
repurchase shares of outstanding Common Stock with excess capital, and will
support them if they do so. We encourage management’s efforts to
improve asset quality. We oppose using excess capital to "bulk up" on
securities or to rapidly increase the loan portfolio. We oppose rapid
growth through the acquisition of financial institutions. We will
support only a gradual increase in the branch network. If the Issuer
pursues any action that dilutes tangible book value per share, we will
aggressively seek board representation.
Since
2000, affiliates of the Group have filed Schedule 13Ds to report greater
than five percent positions in 21 other publicly traded
companies. For simplicity, these affiliates are referred to as the
"Group", "we", "us", or "our." In each instance, our purpose has been
to profit from the appreciation in the market price of the shares we held by
asserting shareholder rights. In each situation, we believed that the
values of the companies' assets were not adequately reflected in the market
prices of their shares. The filings are described below.
On
May 1, 2000, we filed a Schedule 13D to report a position in Security
of Pennsylvania Financial Corp. ("SPN"). We scheduled a meeting with
senior management to discuss ways to maximize the value of SPN's
assets. On June 2, 2000, prior to the scheduled meeting, SPN and
Northeast Pennsylvania Financial Corp. announced SPN's
acquisition. We then sold our shares on the open market.
On
July 7, 2000, we filed a Schedule 13D to report a position in Cameron
Financial Corporation ("Cameron"). We exercised our shareholder
rights by, among other things, requesting that Cameron management hire an
investment banker, demanding Cameron's list of shareholders, meeting with
Cameron's management, demanding that Cameron invite our representatives to join
the board, writing to other Cameron shareholders to express our dismay with
management's inability to maximize shareholder value and publishing that letter
in the local press. On October 6, 2000, Cameron announced its
sale to Dickinson Financial Corp., and we sold our shares on the open
market.
On
January 4, 2001, following the announcement by Community Financial Corp.
("CFIC") of the sale of two of its four subsidiary banks and its intention to
sell one or more of its remaining subsidiaries, we filed a Schedule 13D to
report our position. We reported that we acquired CFIC stock for
investment purposes. On January 25, 2001, CFIC announced the
sale of one of its remaining subsidiaries. We then announced our
intention to run an alternate slate of directors at the 2001 annual meeting if
CFIC did not sell the remaining subsidiary by then. On March 27,
2001, we wrote to CFIC confirming that CFIC had agreed to meet with one of our
proposed nominees to the board. On March 30, 2001, before our
meeting took place, CFIC announced its merger with First Financial Corporation,
and we sold our shares on the open market.
On
February 23, 2001, we filed a Schedule 13D to report a position in
Montgomery Financial Corporation ("Montgomery"). On April 20,
2001, we met with Montgomery's management, and suggested that they maximize
shareholder value by selling the institution. We also informed
management that we would run an alternate slate of directors at the 2001 annual
meeting unless Montgomery were sold. Eleven days after we filed our
Schedule 13D, however, Montgomery's board amended its bylaws to make it
more difficult for us to run an alternate slate by limiting the pool of
potential nominees to local persons with a banking relation and shortening the
deadline to nominate an alternate slate. We located qualified
nominees under the restrictive bylaw provisions and noticed our slate within the
deadline. On June 5, 2001, Montgomery announced that it had
hired a banker to explore a sale. On July 24, 2001, Montgomery
announced its merger with Union Community Bancorp.
CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 12 of
23
|
On
June 14, 2001, we filed a Schedule 13D reporting a position in HCB
Bancshares, Inc. ("HCBB"). On September 4, 2001, we reported
that we had entered into a standstill agreement with HCBB, under which HCBB
agreed to: (a) add a director selected by us, (b) consider conducting
a Dutch tender auction, (c) institute annual financial targets, and
(d) retain an investment banker to explore alternatives if it did not
achieve the financial targets. On October 22, 2001, our nominee,
John G. Rich, Esq., was named to the board. On January 31, 2002,
HCBB announced a modified Dutch tender auction to repurchase 20% of its
shares. Although HCBB's outstanding share count decreased by 33%
between the filing of our original Schedule 13D and August 2003, HCBB did
not achieve the financial target. On August 12, 2003, HCBB
announced it had hired a banker to assist in exploring alternatives for
maximizing shareholder value, including a sale. On January 14,
2004, HCBB announced its sale to Rock Bancshares Inc. and we sold our shares on
the open market.
On
December 15, 2000, we filed a Schedule 13D reporting a position in
Oregon Trail Financial Corp. ("OTFC"). In January 2001, we met with
the management of OTFC to discuss our concerns that management was not
maximizing shareholder value, and we proposed that OTFC voluntarily place our
nominees on the board. OTFC rejected our proposal, and we announced
our intention to solicit proxies to elect a board nominee. We
demanded OTFC's shareholder list, but it refused. We sued OTFC in
Baker County, Oregon, and the court ruled in our favor and sanctioned
it. We also sued two OTFC directors alleging that one had violated
OTFC's residency requirement and that the other had committed
perjury. Both suits were dismissed pre-trial but we filed an appeal
in one suit and were permitted to re-file the other suit in state
court. On August 16, 2001, we started soliciting proxies to
elect Kevin D. Padrick, Esq. to the board. We argued in our proxy
materials that OTFC should have repurchased its shares at prices below book
value. OTFC announced the hiring of an investment
banker. Then, the day after the 9/11 attacks, OTFC sued us in
Portland, Oregon and moved to invalidate our proxies; the court denied the
motion and the election proceeded.
On
October 12, 2001, OTFC's shareholders elected our candidate by a 2-1
margin. In the five months after the filing of our first proxy
statement (i.e., from August 1, 2001 through December 31, 2001), OTFC
repurchased approximately 15% of its shares. On March 12, 2002,
we entered into a standstill agreement with OTFC. OTFC agreed
to: (a) achieve annual targets for return on equity,
(b) reduce their current capital ratio, (c) obtain advice from an
investment banker regarding annual 10% stock repurchases, (d) re-elect our
director to the board, (e) reimburse a portion of our expenses, and
(f) withdraw their lawsuit. On February 24, 2003, OTFC and
FirstBank NW Corp. announced their merger, and we sold substantially all of our
shares on the open market.
On
November 25, 2002, we filed a Schedule 13D reporting a position in
American Physicians Capital, Inc. ("ACAP"). The Schedule 13D
disclosed that on January 18, 2002, Michigan's insurance department had
approved our request to solicit proxies to elect two directors to ACAP's
board. On January 29, 2002, we noticed our intention to nominate
two directors at the 2002 annual meeting. On February 20, 2002,
we entered into a three-year standstill agreement with ACAP, providing for ACAP
to add our nominee, Spencer L. Schneider, Esq., to its
board. ACAP also agreed to consider using a portion of its excess
capital to repurchase ACAP's shares in each of the fiscal years 2002 and 2003 so
that its outstanding share count would decrease by 15% for each of those
years. In its 2002 fiscal year, ACAP repurchased 15% of its
outstanding shares; these repurchases were highly accretive to per-share book
value. On November 6, 2003, ACAP announced a reserve charge and
that it would explore options to maximize shareholder value. It also
announced that it would exit the healthcare and workers' compensation insurance
businesses. ACAP then announced that it had retained Sandler O'Neill
& Partners, L.P., to assist the board. On December 2, 2003,
ACAP announced the early retirement of its President and CEO. On
December 23, 2003, ACAP named R. Kevin Clinton its new President and
CEO. On June 24, 2004, ACAP announced that it had decided that
the best means to maximize shareholder value would be to shed non-core
businesses and focus on its core business line in its core
markets. We increased our holdings in ACAP, and we announced that we
intended to seek additional board representation. On
November 10, 2004, ACAP invited Mr. Stilwell to sit on the board, and
we entered into a new standstill agreement. This agreement was
terminated in November 2007, with our nominees remaining on ACAP's
board. On May 8, 2008, our nominees were re-elected to
three-year terms expiring in 2011. On passage of federal healthcare
legislation in 2010, ACAP became concerned about the fundamentals of its
business and promptly acted to assess its strategic alternatives. On
October 22, 2010, ACAP was acquired by The Doctors Company.
CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 13 of
23
|
On
June 30, 2003, we filed a Schedule 13D reporting a position in FPIC
Insurance Group, Inc. ("FPIC"). On August 12, 2003, Florida's
insurance department approved our request to hold more than 5% of FPIC's shares,
to solicit proxies to hold board seats, and to exercise shareholder
rights. On November 10, 2003, FPIC invited our nominee, John G.
Rich, Esq., to join the board and we signed a confidentiality
agreement. On June 7, 2004, we disclosed that because FPIC's
management had taken steps to increase shareholder value and because its market
price increased and reflected fair value in our estimation, we sold our shares
on the open market, decreasing our holdings below five percent. Our
nominee was invited to remain on the board after we sold our stake.
On
March 29, 2004, we filed a Schedule 13D reporting a position in
Community Bancshares, Inc. ("COMB"). We disclosed our intention to
meet with COMB's management and evaluate management's progress in resolving its
regulatory issues, lawsuits, problem loans, and non-performing assets, and that
we would likely support management if it effectively addressed COMB's
challenges. On November 21, 2005, we amended our
Schedule 13D and stated that although we believed that COMB's management
had made good progress, COMB's return on equity would likely remain below
average for the foreseeable future, and it should therefore be
sold. On November 21, 2005, we also stated that if COMB did not
announce a sale before our deadline to solicit proxies for the next annual
meeting, we would solicit proxies to elect our own slate. On
January 6, 2006, we disclosed the names of our three board
nominees. On May 1, 2006, COMB announced its sale to The Banc
Corporation, and we sold our shares on the open market.
On
June 20, 2005, we filed a Schedule 13D reporting a position in
Prudential Bancorp, Inc. of Pennsylvania ("PBIP"). Most of PBIP's
shares are held by the Prudential Mutual Holding Company (the "MHC"), which is
controlled by PBIP's board. The MHC controls most corporate decisions
coming up for a shareholder vote, such as the election of
directors. But regulations promulgated by the FDIC previously barred
the MHC from voting on PBIP's management stock benefit plans, and PBIP's IPO
prospectus indicated that the MHC would not vote on the plans. We
announced in August 2005 that we would solicit proxies to oppose adoption of the
plans as a referendum to place Mr. Stilwell on the board. PBIP
decided not to put the plans up for a vote at the 2006 annual
meeting.
CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 14 of
23
|
In
December 2005, we solicited proxies to withhold votes on the election of
directors as a referendum to place Mr. Stilwell on the board. At
the 2006 annual meeting, 71% of PBIP's voting public shares were withheld from
voting on management's nominees.
On
April 6, 2006, PBIP announced that just after we had filed our
Schedule 13D, it had secretly solicited a letter from an FDIC staffer
(which it concealed from the public) that the MHC would be allowed to vote in
favor of the plans. PBIP also announced a special meeting to vote on
the plans. We alerted the Board of Governors of the Federal Reserve
System (the "Fed") about this announcement, and PBIP was directed to seek Fed
approval before adopting the plans. On April 19, 2006, PBIP
postponed the special meeting. The Fed subsequently followed the
FDIC's position in September 2006. In December 2006, we solicited
proxies to withhold votes on the election of PBIP's directors at the 2007 annual
meeting. At the meeting, 75% of PBIP's voting public shares were
withheld. Also during the annual meeting, PBIP's President and Chief
Executive Officer, in response to a question posed by Mr. Stilwell, was
unable to state the meaning of per share return on equity. On
March 7, 2007, we disclosed that we were publicizing the results of PBIP's
elections and its directors' unwillingness to hold a democratic vote on the
stock plans by placing billboard advertisements throughout
Philadelphia.
In
December 2007, we filed proxy materials for the solicitation of proxies to
withhold votes on the election of PBIP's directors at the 2008 annual meeting of
shareholders. At the February 4, 2008 annual meeting, an average
of 77% of PBIP's voting public shares withheld their votes. Excluding
shares held in PBIP's ESOP, an average of 88% of the voting public shares
withheld their votes in this election.
On
October 4, 2006, we sued PBIP, the MHC, and the directors of PBIP and the
MHC in federal court in Philadelphia seeking an order to prevent the MHC from
voting in favor of the plans. On August 15, 2007, the court
dismissed some claims, but sustained our cause of action against the MHC as
majority shareholder of PBIP for breach of fiduciary
duties. Discovery proceeded and all the directors were
deposed. Both sides moved for summary judgment, but the court ordered
the case to trial which was scheduled for June 2008. On May 22,
2008, we voluntarily discontinued the lawsuit after determining that it would be
more effective and appropriate to pursue the directors on a personal basis in a
derivative action. On June 11, 2008, we filed a notice to appeal
certain portions of the lower court's August 15, 2007 order dismissing
portions of the lawsuit.
We
entered into a settlement agreement and an expense agreement with PBIP in
November 2008 under which we agreed to support PBIP's stock benefit plans, drop
our litigation and withdraw our shareholder demand, and generally support
management, and, in exchange, PBIP agreed, subject to certain conditions, to
repurchase up to 3 million of its shares (including shares previously
purchased), reimburse a portion of our expenses, and either adopt a second step
conversion or add our nominee who meets certain qualification requirements to
its board if the repurchases were not completed by a specified
time.
On
March 5, 2010, we reported that our ownership in PBIP had dropped below
5 percent as a result of open market sales and sales of common stock to
PBIP.
CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 15 of
23
|
On
January 19, 2006, we filed a Schedule 13D reporting a position in
SCPIE Holdings Inc. ("SKP"). We announced we would run our slate of
directors at the 2006 annual meeting and demanded SKP's shareholder
list. SKP initially refused to timely produce the list, but did so
after we sued it in Delaware Chancery Court. We engaged in a proxy
contest at the 2006 annual meeting, but SKP's directors were
elected. On December 14, 2006, SKP agreed to place
Mr. Stilwell on the board. On October 16, 2007,
Mr. Stilwell resigned from SKP's board after it approved a sale of SKP that
Mr. Stilwell believed was an inferior offer. We solicited
shareholder proxies in opposition to the proposed sale; however, the sale was
approved.
On
July 27, 2006, we filed a Schedule 13D reporting a position in Roma
Financial Corp. ("ROMA"). Nearly 70% of ROMA's shares are held by a
mutual holding company (like PBIP) controlled by ROMA's board. In
April 2007, we engaged in a proxy solicitation at ROMA's first annual meeting,
urging shareholders to withhold their vote from management's
slate. ROMA did not put their stock benefit plans up for a vote at
that meeting. We then met with ROMA management. In the
four months after ROMA became eligible to repurchase its shares, it promptly
announced and substantially completed repurchases of 15% of its publicly held
shares, which were accretive to shareholder value. In our judgment,
management came to understand the importance of proper capital
allocation. Based on ROMA management's prompt implementation of
shareholder-friendly capital allocation plans, we supported management's
adoption of stock benefit plans at the 2008 shareholder meeting.
On
November 5, 2007, we filed a Schedule 13D reporting a position in
Northeast Community Bancorp, Inc. ("NECB"). A majority of NECB's
shares are held by a mutual holding company (like PBIP, NECB, WMPN and ROMA)
controlled by NECB's board. We have presented a model stock benefit plan to
management that we would support based on a vesting schedule that more closely
aligns management's interests to shareholder returns. To date, management has
not formally responded. On July 1, 2010, we delivered a written
demand to NECB demanding to inspect and copy NECB's shareholder list by July 14,
2010. NECB refused to comply with the demand and placed conditions on
compliance which we believe are not contained in the governing
rule. Therefore, on July 23, 2010, we filed a lawsuit against NECB in
the United States District Court for the Southern District of New York entitled
Stilwell Value Partners IV,
L.P. v. Northeast Community Bancorp, Inc.,
10 CV 5623 (WHP) seeking an
order compelling compliance. We also moved by order to show cause for
a preliminary injunction compelling NECB to comply with our list
demand. On August 31, 2010, NECB produced the list of shareholders to
us and we filed a dismissal of the lawsuit. On January 14, 2011, we
sent a letter to NECB's shareholders concerning lapses in management, corporate
governance, and fiduciary duties owed to shareholders.
On
May 23, 2008, we filed a Schedule 13D reporting a position in William
Penn Bancorp, Inc. ("WMPN"). A majority of WMPN's shares are
held by a mutual holding company (like PBIP, ROMA, MLVF and NECB) controlled
by WMPN's board. We hope to work with management in maximizing
shareholder value. We provided a PowerPoint presentation to
management regarding our views on capital allocation.
On
May 30, 2008, we filed a Schedule 13D reporting a position in Malvern
Federal Bancorp, Inc. ("MLVF"). A majority of MLVF's shares are
held by a mutual holding company (like PBIP, ROMA, NECB and WMPN) controlled
by MLVF's board. We hope to work with management in maximizing
shareholder value. On June 26, 2008, we provided a PowerPoint
presentation to management regarding our views on capital allocation
guidelines. In recent months we have mailed four letters to MLVF's
shareholders expressing our dissatisfaction with the company's
management. On October 26, 2010, we mailed a letter to MLVF demanding
that it pursue a derivative action against its directors for breach of their
fiduciary duties.
CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 16 of
23
|
On
November 7, 2008, we filed a Schedule 13D reporting a position in
Kingsway Financial Services Inc. ("KFS"). We requested a meeting with
its CEO and chairman to discuss ways to maximize shareholder value and minimize
both operational and balance sheet risks, but the CEO was
unresponsive. We then requisitioned a special shareholder meeting to
remove the CEO and chairman from the KFS board and replace them with our two
nominees. On January 7, 2009, we entered into a settlement
agreement with KFS whereby, among other things, the CEO resigned from the KFS
board and KFS expanded its board from nine to ten seats and appointed our
nominees to fill the two vacant seats on the board. By April 23,
2009, the board was reconstituted with just three of the original ten legacy
directors remaining. Also, Joseph Stilwell was appointed to fill the
vacancy created by the resignation of one of our nominees, Larry G. Swets,
Jr., and our other nominee, Spencer L. Schneider, was elected chairman of
the board. In addition, the CEO and CFO were fired for incompetence
and insubordination. By November 3, 2009, all of the legacy directors
had resigned from the board. On May 27, 2010, Mr. Stilwell
and Mr. Schneider were re-elected to the board. On June 1, 2010,
Mr. Swets was appointed CEO. During the time the Group has had board
representation, KFS has sold non core assets, repurchased public debt at a
discount to face value, sold a credit sensitive asset, disposed of its
subsidiary Lincoln General, substantially reduced its expenses, and reduced
other balance sheet and operations risks.
On
December 29, 2008, we filed a Schedule 13D reporting a position in
First Savings Financial Group, Inc. ("FSFG"). We met with management
in New York. FSFG announced a stock repurchase plan and began
repurchasing its shares. In December 2009, we reported that our
beneficial ownership in the outstanding FSFG common stock had fallen below
5 percent.
On
September 24, 2010, we filed a Schedule 13D reporting a position in FedFirst
Financial Corporation ("FFCO"). We hope to work with management and
the board to maximize shareholder value.
On
October 8, 2010, we filed a Schedule 13D reporting a position in Wayne Savings
Bancshares, Inc. ("WAYN"). We hope to work with management and the
board to maximize shareholder value.
On
October 18, 2010, we filed a Schedule 13D reporting a position in Standard
Financial Corp. ("STND"). We hope to work with management and the
board to maximize shareholder value.
On
January 3, 2011, we filed a Schedule 13D reporting a position in Home Federal
Bancorp, Inc. of Louisiana ("HFBL"). We hope to work with management
and the board to maximize shareholder value.
Members
of the Group may seek to make additional purchases or sales of shares of Common
Stock. Except as described in this filing, no member of the Group has any plans
or proposals which relate to, or could result in, any of the matters referred to
in paragraphs (a) through (j), inclusive, of Item 4 of
Schedule 13D. Members of the Group may, at any time and from time to time,
review or reconsider their positions and formulate plans or proposals with
respect thereto.
CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 17 of
23
|
Item
5. Interest in Securities of the Issuer
The
percentages used in this filing are calculated based on the number of
outstanding shares of Common Stock, 5,474,710, reported as the approximate
number of outstanding shares as of January 18, 2011, in the Issuer's Form 8-K
filed with the Securities and Exchange Commission on January 11,
2011. All purchases of shares of Common Stock reported herein were
made in open-market transactions. The Issuer completed a "second
step" conversion of Alliance Mutual Holding Company. Prices and share
amounts for transactions occurring prior to the second step conversion have been
adjusted to reflect the effects of the conversion.
(A)
Stilwell
Value Partners VI
(a) Aggregate
number of shares beneficially owned: 534,027
Percentage: 9.75%
(b)
1. Sole power to vote or to direct vote: 0
2. Shared
power to vote or to direct vote: 534,027
3. Sole
power to dispose or to direct the disposition: 0
4. Shared
power to dispose or to direct disposition: 534,027
(c) Since
the filing of the Third Amendment, Stilwell Value Partners VI purchased shares
of Common Stock in the open market as follows:
Date
|
|
Number
of
Shares
|
|
|
Price
Per
Share
|
|
|
Total
Purchase Price
|
|
09/15/2010
|
|
|
10,000
|
|
|
$
|
7.25
|
|
|
$
|
72,495
|
|
09/20/2010
|
|
|
1
|
|
|
$
|
7.00
|
|
|
$
|
7
|
|
10/7/2010
|
|
|
100
|
|
|
$
|
7.00
|
|
|
$
|
700
|
|
10/28/2010
|
|
|
4,350
|
|
|
$
|
7.25
|
|
|
$
|
32,538
|
|
11/9/2010
|
|
|
351
|
|
|
$
|
7.22
|
|
|
$
|
2,534
|
|
11/26/2010
|
|
|
250
|
|
|
$
|
7.25
|
|
|
$
|
1,813
|
|
12/17/2010
|
|
|
3,507
|
|
|
$
|
7.50
|
|
|
$
|
26,303
|
|
01/18/2011
|
|
|
5,190
|
|
|
$
|
10.80
|
|
|
$
|
56,052
|
|
01/18/2011
|
|
|
37,500
|
|
|
$
|
11.25
|
|
|
$
|
421,837
|
|
01/21/2011
|
|
|
7,310
|
|
|
$
|
10.70
|
|
|
$
|
78,217
|
|
(d) Because
he is the managing member and 99% owner of Stilwell Value LLC, which is the
general partner of Stilwell Value Partners VI, Joseph Stilwell has the power to
direct the affairs of Stilwell Value Partners VI, including the voting and
disposition of shares of Common Stock held in the name of Stilwell Value
Partners VI. Therefore, Joseph Stilwell is deemed to share voting and
disposition power with Stilwell Value Partners VI with regard to those shares of
Common Stock.
(B)
Stilwell Associates
(a)
Aggregate number of shares beneficially owned: 534,027
Percentage: 9.75%
CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 18 of
23
|
(b) 1. Sole
power to vote or to direct vote: 0
2. Shared
power to vote or to direct vote: 534,027
3. Sole
power to dispose or to direct the disposition: 0
4. Shared
power to dispose or to direct disposition: 534,027
(c) Stilwell
Associates has not purchased or sold any shares of Common Stock since the filing
of the Third Amendment.
(d) Because
he is the managing member and 99% owner of Stilwell Value LLC, which is the
general partner of Stilwell Associates, Joseph Stilwell has the power to direct
the affairs of Stilwell Associates, including the voting and disposition of
shares of Common Stock held in the name of Stilwell
Associates. Therefore, Joseph Stilwell is deemed to share voting and
disposition power with Stilwell Associates with regard to those shares of Common
Stock.
(C)
Stilwell Partners
(a)
Aggregate number of shares beneficially owned: 534,027
Percentage: 9.75%
(b)
1. Sole power to vote or to direct vote: 0
2. Shared
power to vote or to direct vote: 534,027
3. Sole
power to dispose or to direct the disposition: 0
4. Shared
power to dispose or to direct disposition: 534,027
(c) Stilwell
Partners has purchased shares of Common Stock as follows:
Date
|
|
Number
of
Shares
|
|
|
Price
Per
Share
|
|
|
Total
Purchase Price
|
|
01/18/2011
|
|
|
37,500
|
|
|
$
|
11.25
|
|
|
$
|
421,838
|
|
01/18/2011
|
|
|
5,190
|
|
|
$
|
10.80
|
|
|
$
|
56,052
|
|
01/21/2011
|
|
|
7,310
|
|
|
$
|
10.70
|
|
|
$
|
78,217
|
|
(d) Because
he is the general partner of Stilwell Partners, Joseph Stilwell has the power to
direct the affairs of Stilwell Partners, including the voting and disposition of
shares of Common Stock held in the name of Stilwell
Partners. Therefore, Joseph Stilwell is deemed to share voting and
disposition power with Stilwell Partners with regard to those shares of Common
Stock.
(D)
Stilwell Offshore Ltd.
(a) Aggregate
number of shares beneficially owned: 0
Percentage: 0.0%
(b) 1. Sole
power to vote or to direct vote: 0
2. Shared
power to vote or to direct vote: 0
3. Sole
power to dispose or to direct the disposition: 0
4. Shared
power to dispose or to direct disposition: 0
CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 19 of
23
|
(c) Since
the filing of the Third Amendment, Stilwell Offshore purchased shares of Common
Stock in the open market as follows:
Date
|
|
Number
of
Shares
|
|
|
Price
Per
Share
|
|
|
Total
Purchase Price
|
|
09/18/2010
|
|
|
2,000
|
|
|
$
|
8.82
|
|
|
$
|
17,640
|
|
Since the
filing of the Third Amendment, Stilwell Offshore sold shares of Common Stock in
the open market as follows:
Date
|
|
Number
of
Shares
|
|
|
Price
Per
Share
|
|
|
Total
Sale Price
|
|
12/09/2010
|
|
|
14,000
|
|
|
$
|
7.23
|
|
|
$
|
101,219
|
|
(d) Because
he is a director of Stilwell Offshore and is the managing and sole member of
Stilwell Management, which is the manager of Stilwell Offshore under a managing
agreement, Joseph Stilwell has the power to direct the affairs of Stilwell
Offshore, including the voting and disposition of shares of Common Stock held in
the name of Stilwell Offshore.
(E)
Joseph Stilwell
(a) Aggregate
number of shares beneficially owned: 534,027
Percentage: 9.75%
(b) 1. Sole
power to vote or to direct vote: 0
2. Shared
power to vote or to direct vote: 534,027
3. Sole
power to dispose or to direct the disposition: 0
4. Shared
power to dispose or to direct disposition: 534,027
(c) Joseph
Stilwell has made no purchases of Common Stock.
(F)
Stilwell Value LLC
(a) Aggregate
number of shares beneficially owned: 534,027
Percentage: 9.75%
CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 20 of
23
|
(b) 1. Sole
power to vote or to direct vote: 0
2. Shared
power to vote or to direct vote: 534,027
3. Sole
power to dispose or to direct the disposition: 0
4. Shared
power to dispose or to direct disposition: 534,027
(c) Stilwell
Value LLC has made no purchases of shares of Common Stock.
(d) Because
he is the managing member and 99% owner of Stilwell Value LLC, Joseph Stilwell
has the power to direct the affairs of Stilwell Value LLC. Stilwell
Value LLC is the general partner of Stilwell Value Partners VI and Stilwell
Associates. Therefore, Stilwell Value LLC may be deemed to share with
Joseph Stilwell voting and disposition power with regard to the shares of Common
Stock held by Stilwell Value Partners VI and Stilwell Associates.
(G)
Stilwell Management LLC
(a) Aggregate
number of shares beneficially owned: 0
Percentage: 0.0%
(b) 1. Sole
power to vote or to direct vote: 0
2. Shared
power to vote or to direct vote: 0
3. Sole
power to dispose or to direct the disposition: 0
4. Shared
power to dispose or to direct disposition: 0
(c) Stilwell
Management has made no purchases of shares of Common Stock.
(d) Because
he is the managing and sole member of Stilwell Management, Joseph Stilwell has
the power to direct the affairs of Stilwell Offshore. Stilwell
Management is the manager of Stilwell Offshore under a managing
agreement.
Item
6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Other
than the Amended Joint Filing Agreement filed as Exhibit 3 to this Fourth
Amendment, 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 Issuer, including but not limited to
transfer or voting of any of the securities, finders' fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, divisions of
profits or losses, or the giving or withholding of proxies, except for sharing
of profits. Stilwell Value LLC, in its capacity as general partner of
Stilwell Value Partners VI and Stilwell Associates, and Joseph Stilwell, in his
capacity as the general partner of Stilwell Partners and managing member and 99%
owner of Stilwell Value LLC and Stilwell Management, are entitled to an
allocation of a portion of profits.
See Items
1 and 2 above regarding disclosure of the relationships between members of the
Group, which disclosure is incorporated herein by reference.
CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 21 of
23
|
Item
7. Material to be Filed as Exhibits
Exhibit No.
|
Description
|
1
|
Joint
Filing Agreement, dated March 10, 2009, filed with Original Schedule
13D
|
2
|
Amended
Joint Filing Agreement, dated April 7, 2009, filed with the First
Amendment
|
3
|
Amended
Joint Filing Agreement, dated January 24,
2011
|
CUSIP No.
028884104
|
SCHEDULE
13D
|
Page 22 of
23
|
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, we certify that
the information set forth in this statement is true, complete and
correct.
Date:
January 24, 2011
|
STILWELL
VALUE PARTNERS VI, L.P.
|
|
|
|
|
|
By:
|
STILWELL
VALUE LLC
|
|
|
General
Partner
|
|
|
|
|
|
/s/
Joseph Stilwell
|
|
|
By:
|
Joseph
Stilwell
|
|
|
|
Managing
Member
|
|
|
|
|
|
STILWELL
ASSOCIATES, L.P.
|
|
|
|
By:
|
STILWELL
VALUE LLC
|
|
|
General
Partner
|
|
|
|
|
|
/s/
Joseph Stilwell
|
|
|
By:
|
Joseph
Stilwell
|
|
|
|
Managing
Member
|
|
|
|
|
|
STILWELL
OFFSHORE LTD.
|
|
|
|
By:
|
STILWELL
MANAGEMENT LLC
|
|
|
Manager
|
|
|
|
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/s/
Joseph Stilwell
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By:
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Joseph
Stilwell
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Managing Member
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STILWELL
PARTNERS, L.P.
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/s/
Joseph Stilwell
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By:
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Joseph
Stilwell
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General
Partner
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STILWELL
VALUE LLC
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/s/
Joseph Stilwell
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By:
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Joseph
Stilwell
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Managing
Member
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STILWELL
MANAGEMENT LLC
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/s/
Joseph Stilwell
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By:
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Joseph
Stilwell
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Managing
Member
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JOSEPH
STILWELL
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/s/
Joseph Stilwell
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Joseph
Stilwell
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CUSIP No.
028884104
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SCHEDULE
13D
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Page 23 of
23
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EXHIBIT
3
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the persons named below agree to the joint filing on behalf of each of
them of a statement on Schedule 13D (including amendments thereto) with respect
to the Common Stock of the Issuer and further agree that this Joint Filing
Agreement be included as an Exhibit to such joint filings.
Date:
January 24, 2011
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STILWELL
VALUE PARTNERS VI, L.P.
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By:
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STILWELL
VALUE LLC
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General
Partner
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/s/
Joseph Stilwell
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By:
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Joseph
Stilwell
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Managing
Member
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STILWELL
ASSOCIATES, L.P.
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By:
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STILWELL
VALUE LLC
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General
Partner
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/s/
Joseph Stilwell
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By:
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Joseph
Stilwell
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Managing
Member
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STILWELL
OFFSHORE LTD.
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By:
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STILWELL
MANAGEMENT LLC
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Manager
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/s/
Joseph Stilwell
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By:
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Joseph
Stilwell
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Managing Member
|
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STILWELL
PARTNERS, L.P.
|
|
|
|
/s/
Joseph Stilwell
|
|
By:
|
Joseph
Stilwell
|
|
|
General
Partner
|
|
|
|
STILWELL
VALUE LLC
|
|
|
|
/s/
Joseph Stilwell
|
|
By:
|
Joseph
Stilwell
|
|
|
Managing
Member
|
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STILWELL
MANAGEMENT LLC
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/s/
Joseph Stilwell
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By:
|
Joseph
Stilwell
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Managing
Member
|
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|
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|
JOSEPH
STILWELL
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|
/s/
Joseph Stilwell
|
|
Joseph
Stilwell
|
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