Unassociated Document

CUSIP No. 059690107
Page 1 of 20 Pages

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D/A


Under the Securities Exchange Act of 1934
(Amendment No. 13)


BANCORP RHODE ISLAND, INC.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)


059690107
(CUSIP Number)

Mr. John Wm. Palmer
PL Capital, LLC
20 East Jefferson Avenue
Suite 22
Naperville, IL  60540
(630) 848-1340
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 23, 2010
(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 £.

 
 
 


CUSIP No. 059690107
Page 2 of 20 Pages

1
NAME OF REPORTING PERSON
Financial Edge Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)   T
(b)   £
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
83,167
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
83,167
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,167
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
14
TYPE OF REPORTING PERSON
PN


 
 
 


CUSIP No. 059690107
Page 3 of 20 Pages
 
1
NAME OF REPORTING PERSON
Financial Edge-Strategic Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)   T
(b)   £
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
31,161
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
31,161
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,161
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14
TYPE OF REPORTING PERSON
PN
 
 
 
 

CUSIP No. 059690107
Page 4 of 20 Pages

1
NAME OF REPORTING PERSON
Goodbody/PL Capital, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)   T
(b)   £
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14
TYPE OF REPORTING PERSON
PN


 
 
 


CUSIP No. 059690107
Page 5 of 20 Pages

1
NAME OF REPORTING PERSON
PL Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)   T
(b)   £
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
168,904
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
168,904
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
168,904
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14
TYPE OF REPORTING PERSON
PN


 
 
 


CUSIP No. 059690107
Page 6 of 20 Pages

1
NAME OF REPORTING PERSON
Goodbody/PL Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)   T
(b)   £
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14
TYPE OF REPORTING PERSON
PN


 
 
 


CUSIP No. 059690107
Page 7 of 20 Pages

1
NAME OF REPORTING PERSON
PL Capital Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)   T
(b)   £
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
168,904
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
168,904
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
168,904
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14
TYPE OF REPORTING PERSON
PN


 
 
 


CUSIP No. 059690107
Page 8 of 20 Pages

1
NAME OF REPORTING PERSON
John W. Palmer
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
1,000
8
SHARED VOTING POWER
168,904
9
SOLE DISPOSITIVE POWER
1,000
10
SHARED DISPOSITIVE POWER
168,904
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
169,904
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14
TYPE OF REPORTING PERSON
IN


 
 
 


CUSIP No. 059690107
Page 9 of 20 Pages

1
NAME OF REPORTING PERSON
Richard J. Lashley
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
500
8
SHARED VOTING POWER
168,904
9
SOLE DISPOSITIVE POWER
500
10
SHARED DISPOSITIVE POWER
168,904
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
169,404
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
14
TYPE OF REPORTING PERSON
IN




 
 
 


CUSIP No. 059690107
Page 10 of 20 Pages

1
NAME OF REPORTING PERSON
PL Capital/Focused Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)   T
(b)   £
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
WC, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
54,576
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
54,576
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,576
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14
TYPE OF REPORTING PERSON
PN


 
 
 


CUSIP No. 059690107
Page 11 of 20 Pages

Item 1.
Security and Issuer

This Schedule 13D/A relates to the common stock, par value $0.01 per share (“Common Stock”), of Bancorp Rhode Island, Inc. (the “Company” or “BancorpRI”).  The address of the principal executive offices of the Company is One Turks Head Place, Providence, Rhode Island 02903-2219.
 
Item 2.
Identity and Background

This Schedule 13D/A is being filed jointly by the parties identified below.  All of the filers of this Schedule 13D/A are collectively the “PL Capital Group.”  The joint filing agreement of the members of the PL Capital Group was attached as Exhibit 1 to Amendment No. 9 to the Schedule 13D.
 
 
·
Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”);
 
 
·
Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”);
 
 
·
PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”);
 
 
·
PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund;
 
 
·
PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL Capital, L.P. and Focused Fund;
 
 
·
Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”);
 
 
·
Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and General Partner of Goodbody/PL LP; and
 
 
·
John W. Palmer and Richard J. Lashley, as Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC, and as individuals.
 
(a)-(c)           This Schedule 13D/A is filed by Mr. John W. Palmer and Mr. Richard J. Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:
 
 
(1)
shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic and Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital: the General Partner of Financial Edge

 
 
 


CUSIP No. 059690107
Page 12 of 20 Pages

Fund, Financial Edge Strategic and Focused Fund, and (B) PL Capital Advisors: the investment advisor for Financial Edge Fund, Financial Edge Strategic and Focused Fund;

 
(2)
shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC: the General Partner of Goodbody/PL LP, and (B) PL Capital Advisors: the investment advisor for Goodbody/PL LP; and

 
(3)
shares of Common Stock held by Mr. Palmer and Mr. Lashley, as individuals.

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 and Mr. Lashley is:  c/o PL Capital, 20 East Jefferson Avenue, Suite 22, Naperville, Illinois 60540.  Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, Goodbody/PL LP, PL Capital Advisors 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.
 
(d)           During the past five years, no member of the PL Capital Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           During the past five years, no member of the PL Capital Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
 
(f)           All of the individuals who are members of the PL Capital Group are citizens of the United States.
 
Item 3.
Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group owns 170,404 shares of Common Stock of the Company acquired at an aggregate cost of $6,211,567.
 
The amount of funds expended by Financial Edge Fund to acquire the 83,167 shares of Common Stock it holds in its name is $3,037,200.  Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin provided by BNP Paribas Prime Brokerage Inc. (“BNP Paribas”) on such firms’ usual terms and conditions.
 
The amount of funds expended by Financial Edge Strategic to acquire the 31,161 shares of Common Stock it holds in its name is $1,142,482.  Such funds were provided from Financial Edge Strategic’s available capital and from time to time by margin provided by BNP Paribas on such firms’ usual terms and conditions.
 

 
 
 


CUSIP No. 059690107
Page 13 of 20 Pages

The amount of funds expended by Focused Fund to acquire the 54,576 shares of Common Stock it holds in its name is $1,978,843.  Such funds were provided from Focused Fund’s available capital and from time to time by margin provided by BNP Paribas on such firms’ usual terms and conditions.
 
The amount of funds expended by Mr. Palmer to acquire the 1,000 shares of Common Stock he holds in his name was $35,408.  Such funds were provided from Mr. Palmer’s personal funds.
 
The amount of funds expended by Mr. Lashley to acquire the 500 shares of Common Stock he holds in his name was $17,634.  Such funds were provided from Mr. Lashley’s personal funds.
 
Any purchases of Common Stock made by members of the PL Capital Group using funds borrowed from BNP Paribas, if any, were made in margin transactions on that firm’s usual terms and conditions.  All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the PL Capital Group.  Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin.  Such indebtedness, if any, may be refinanced with other banks or broker-dealers.  As of the date of this filing, no member of the PL Capital Group has margin loans outstanding secured by Common Stock.
 
Item 4.
Purpose of Transaction

This is the PL Capital Group’s thirteenth amendment to its initial Schedule 13D filing.  The PL Capital Group owns 3.7% of BancorpRI based upon the Company’s aggregate outstanding 4,600,744 shares of Common Stock as of November 2, 2009.  PL Capital Group’s intent is to influence the policies of BancorpRI and assert PL Capital Group’s shareholder rights, with a goal of maximizing the value of the Common Stock.
 
On February 23, 2010, the PL Capital Group sold 124,000 shares of Common Stock reducing its ownership below 5%.
 
Members of the PL Capital Group may make further purchases or sales of shares of Common Stock, although the PL Capital Group has no present intention of increasing PL Capital Group’s aggregate holdings above 9.999% of the Company’s outstanding Common Stock.  Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.
 
To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the PL Capital Group has such a purpose.  Except as noted in this Schedule 13D/A, 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/A.  Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.
 

 
 
 


CUSIP No. 059690107
Page 14 of 20 Pages


 
Item 5.
Interest in Securities of the Company

The percentages used in this Schedule 13D/A are calculated based upon the number of outstanding shares of Common Stock, 4,600,744, reported as the number of outstanding shares as of November 2, 2009, in the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2009.
 
The PL Capital Group made the following transactions in the Common Stock within the past 60 days.
 
(A)
Financial Edge Fund

(a)-(b)
See cover page.

 
(c)
The Financial Edge Fund made the following purchases and sales of Common Stock during the past 60 days.
 
Date
Number of Shares (Sold) Purchased
Price Per Share ($)
Total Proceeds/(Cost)($)
12-30-2009
(143)
26.10
3,682
1-26-2010
2,100
24.57
(51,649)
2-23-2010
(37,008)
25.50
941,831

 
 
(d)
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Fund with regard to those shares of Common Stock.

(B)
Financial Edge Strategic

(a)-(b)
See cover page.

 
(c)
Financial Edge Fund made the following sales of Common Stock during the past 60 days.
 
Date
Number of Shares (Sold)
Price Per Share ($)
Total Proceeds
12-29-2009
(599)
26.10
15,583
12-30-2009
(150)
26.10
3,865
2-23-2010
(15,000)
25.50
381,735

 

 
 
 


CUSIP No. 059690107
Page 15 of 20 Pages

 
(d)
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Strategic with regard to those shares of Common Stock.

(C)
Focused Fund

(a)-(b)
See cover page.

 
(c)
Focused Fund made the following sales of Common Stock during the past 60 days:
 
Date
Number of Shares (Sold)
Price Per Share ($)
Total Proceeds
12-30-2009
(100)
26.10
2,560
2-23-2010
(19,000)
25.50
483,534

 
 (d)
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Focused Fund, they have the power to direct the affairs of Focused Fund, including the voting and disposition of shares of Common Stock held in the name of Focused Fund.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Focused Fund with regard to those shares of Common Stock.

(D)
Goodbody/PL LP

(a)-(b)
See cover page.

 
(c)
Goodbody/PL LP  made the following sales of Common Stock during the past 60 days.
 
Date
Number of Shares (Sold)
Price Per Share ($)
Total Proceeds
12-29-2009
(600)
26.10
15,608
12-30-2009
(150)
26.10
3,865
1-27-2010
(59)
24.25
1,381
1-29-2010
(1)
25.01
25
2-1-2010
(101)
25.23
2,498
2-10-2010
(533)
25.28
13,425

 

 
 
 


CUSIP No. 059690107
Page 16 of 20 Pages

2-11-2010
(1,799)
25.54
45,895
2-12-2010
(103)
25.55
2,582
2-16-2010
(371)
25.58
9,442
2-22-2010
(1,687)
25.49
42,951
2-23-2010
(52,992)
25.50
1,348,619

 
 
(d)
Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP.  Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, 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.

(E)
PL Capital

(a)-(b)
See cover page.

 
(c)
PL Capital has made no purchases or sales of Common Stock directly.

 
(d)
PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund.  Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital.  Therefore, 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 and Focused Fund.

(F)
PL Capital Advisors

(a)-(b)
See cover page.

 
(c)
PL Capital Advisors has made no purchases or sales of Common Stock directly.

 
(d)
PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.  Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors.  Therefore, 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, Focused Fund and Goodbody/PL LP.

(G)
Goodbody/PL LLC

(a)-(b)
See cover page.

 
(c)
Goodbody/PL LLC has made no purchases or sales of Common Stock directly.

 
 
 


CUSIP No. 059690107
Page 17 of 20 Pages


 
(d)
Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC.  Therefore, 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)
Mr. John Palmer

(a)-(b) 
See cover page.

 
(c)
Mr. Palmer has made no purchases or sales of Common Stock in the past 60 days from the date this Schedule 13D/A was filed.

(I)
Mr. Richard Lashley

(a)-(b) 
See cover page.

 
(c)
Mr. Lashley has made no purchases or sales of Common Stock in the past 60 days from the date this Schedule 13D/A was filed.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company

With respect to Financial Edge Fund, Financial Edge Strategic and Focused Fund, PL Capital is entitled to an allocation of a portion of profits, if any.  With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, PL Capital Advisors is entitled to a management fee based upon a percentage of total capital.  With respect to Goodbody/PL LP, Goodbody/PL LLC is entitled to an allocation of a portion of profits, if any.
 
Other than the foregoing agreements, the Joint Filing Agreement filed as Exhibit 1 to Amendment No. 9 to the Schedule 13D and the Standstill Agreement filed as Exhibit 2 to Amendment No. 11 to the 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.
 

 
 
 


CUSIP No. 059690107
Page 18 of 20 Pages

Item 7.
Material to be Filed as Exhibits

Exhibit No.
Description
1
Joint Filing Agreement.*
2
Standstill Agreement, dated March 12, 2009*
______________
*  Filed previously.

 
 
 


CUSIP No. 059690107
Page 19 of 20 Pages

 

 
SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 4, 2010

FINANCIAL EDGE FUND, L.P.
  
   
By:  PL CAPITAL, LLC
  
General Partner
  
   
   
By:  /s/ John W. Palmer          
/s/ Richard J. Lashley          
John W. Palmer
Richard J. Lashley
Managing Member
Managing Member
   
FINANCIAL EDGE-STRATEGIC FUND, L.P.
  
   
By:  PL CAPITAL, LLC
  
General Partner
  
   
   
By:  /s/ John W. Palmer          
/s/ Richard J. Lashley          
John W. Palmer
Richard J. Lashley
Managing Member
Managing Member
   
PL CAPITAL/FOCUSED FUND, L.P.
  
   
By:  PL CAPITAL, LLC
  
General Partner
  
   
   
By:  /s/ John W. Palmer          
/s/ Richard J. Lashley          
John W. Palmer
Richard J. Lashley
Managing Member
Managing Member
 
 

 
 
 
 

CUSIP No. 059690107
Page 20 of 20 Pages
 
GOODBODY/PL CAPITAL, L.P.
  
   
By:  GOODBODY/PL CAPITAL, LLC
  
General Partner
  
   
   
By:  /s/ John W. Palmer          
/s/ Richard J. Lashley          
John W. Palmer
Richard J. Lashley
Managing Member
Managing Member
   
GOODBODY/PL CAPITAL, LLC
  
   
   
By:  /s/ John W. Palmer          
/s/ Richard J. Lashley          
John W. Palmer
Richard J. Lashley
Managing Member
Managing Member
 
 
PL CAPITAL ADVISORS, LLC
  
   
   
By:  /s/ John W. Palmer          
/s/ Richard J. Lashley          
John W. Palmer
Richard J. Lashley
Managing Member
Managing Member
 
 
PL CAPITAL, LLC
  
   
   
By:  /s/ John W. Palmer          
/s/ Richard J. Lashley          
John W. Palmer
Richard J. Lashley
Managing Member
Managing Member
   

 
By:  /s/ John W. Palmer          
John W. Palmer
 
 
By: /s/ Richard J. Lashley          
Richard J. Lashley