UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.)*

 

 

MidWestOne Financial Group, Inc.

(Name of Issuer)

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

598511103

(CUSIP Number)

Mr. Terry Maltese, Sandler O’Neill Asset Management LLC,

780 Third Avenue, 5^th Floor, New York, NY 10017 (212) 486-7300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 10, 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  ¨.

Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

 

 

 

 

Page 1 of 14 pages

 

		Exhibit Index located on Page 14		SEC 1746 (12-91)

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SCHEDULE 13D

 

CUSIP No. 598511103		Page 2 of 14 Pages

 

1.		Name of reporting person S.S. or I.R.S. Identification No. of above person   Sandler O’Neill Asset Management, LLC
2.		Check the appropriate box if a member of a group* (a)  ¨        (b)  ¨
3.		SEC use only
4.		Source of funds*       00
5.		Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.		Citizen or place of organization       New York
Number of shares beneficially owned by each reporting person with				7.		Sole voting power
				8.		Shared voting power       437,300
				9.		Sole dispositive power
				10.		Shared dispositive power       437,300
11.		Aggregate amount beneficially owned by each reporting person       437,300
12.		Check box if the aggregate amount in Row (11) excludes certain shares*  ¨
13.		Percent of class represented by amount in Row (11)       5.08%
14.		Type of reporting person*       00

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

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SCHEDULE 13D

 

CUSIP No. 598511103		Page 3 of 14 Pages

 

1.		Name of reporting person S.S. or I.R.S. Identification No. of above person   SOAM Holdings, LLC
2.		Check the appropriate box if a member of a group* (a)  ¨        (b)  ¨
3.		SEC use only
4.		Source of funds*       00
5.		Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.		Citizen or place of organization       Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power
				8.		Shared voting power       333,510
				9.		Sole dispositive power
				10.		Shared dispositive power       333,510
11.		Aggregate amount beneficially owned by each reporting person       333,510
12.		Check box if the aggregate amount in Row (11) excludes certain shares*  ¨
13.		Percent of class represented by amount in Row (11)       3.87%
14.		Type of reporting person*       00

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

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SCHEDULE 13D

 

CUSIP No. 598511103		Page 4 of 14 Pages

 

1.		Name of reporting person S.S. or I.R.S. Identification No. of above person   Malta Partners, L.P.
2.		Check the appropriate box if a member of a group* (a)  ¨        (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.		Citizen or place of organization       Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power
				8.		Shared voting power       13,795
				9.		Sole dispositive power
				10.		Shared dispositive power       13,795
11.		Aggregate amount beneficially owned by each reporting person       13,795
12.		Check box if the aggregate amount in Row (11) excludes certain shares*  ¨
13.		Percent of class represented by amount in Row (11)       0.16%
14.		Type of reporting person*       PN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

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SCHEDULE 13D

 

CUSIP No. 598511103		Page 5 of 14 Pages

 

1.		Name of reporting person S.S. or I.R.S. Identification No. of above person   Malta Hedge Fund, L.P.
2.		Check the appropriate box if a member of a group* (a)  ¨        (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.		Citizen or place of organization       Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power
				8.		Shared voting power       50,825
				9.		Sole dispositive power
				10.		Shared dispositive power       50,825
11.		Aggregate amount beneficially owned by each reporting person       50,825
12.		Check box if the aggregate amount in Row (11) excludes certain shares*  ¨
13.		Percent of class represented by amount in Row (11)       0.59%
14.		Type of reporting person*       PN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

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SCHEDULE 13D

 

CUSIP No. 598511103		Page 6 of 14 Pages

 

1.		Name of reporting person S.S. or I.R.S. Identification No. of above person   Malta Hedge Fund II, L.P.
2.		Check the appropriate box if a member of a group* (a)  ¨        (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.		Citizen or place of organization       Delaware
Number of shares beneficially owned by each reporting person with				7.		Sole voting power
				8.		Shared voting power       268,890
				9.		Sole dispositive power
				10.		Shared dispositive power       268,890
11.		Aggregate amount beneficially owned by each reporting person       268,890
12.		Check box if the aggregate amount in Row (11) excludes certain shares*  ¨
13.		Percent of class represented by amount in Row (11)       3.12%
14.		Type of reporting person*       PN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

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SCHEDULE 13D

 

CUSIP No. 598511103		Page 7 of 14 Pages

 

1.		Name of reporting person S.S. or I.R.S. Identification No. of above person   Malta Offshore, Ltd
2.		Check the appropriate box if a member of a group* (a)  ¨        (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.		Citizen or place of organization       Cayman Islands
Number of shares beneficially owned by each reporting person with				7.		Sole voting power
				8.		Shared voting power       103,790
				9.		Sole dispositive power
				10.		Shared dispositive power       103,790
11.		Aggregate amount beneficially owned by each reporting person       103,790
12.		Check box if the aggregate amount in Row (11) excludes certain shares*  ¨
13.		Percent of class represented by amount in Row (11)       1.21%
14.		Type of reporting person*       CO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

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SCHEDULE 13D

 

CUSIP No. 598511103		Page 8 of 14 Pages

 

1.		Name of reporting person S.S. or I.R.S. Identification No. of above person   Terry Maltese
2.		Check the appropriate box if a member of a group* (a)  ¨        (b)  ¨
3.		SEC use only
4.		Source of funds*       00
5.		Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6.		Citizen or place of organization       USA
Number of shares beneficially owned by each reporting person with				7.		Sole voting power
				8.		Shared voting power       437,300
				9.		Sole dispositive power
				10.		Shared dispositive power       437,300
11.		Aggregate amount beneficially owned by each reporting person       437,300
12.		Check box if the aggregate amount in Row (11) excludes certain shares*  ¨
13.		Percent of class represented by amount in Row (11)       5.08%
14.		Type of reporting person*       IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

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Item 1.

Security and Issuer.

The class of equity securities to which this statement relates is the common stock, par value $0.01 per share (“Common Stock”), of MidWestOne Financial Group, Inc. (the “Issuer”), a company incorporated in Iowa, with its principal office at 102 South Clinton Street, Iowa City, IA 52240.

 

Item 2.

Identity and Background.

(a) This statement is being filed by (i) Sandler O’Neill Asset Management LLC, a New York limited liability company (“SOAM”), with respect to shares of Common Stock beneficially owned by Malta Partners, L.P., a Delaware limited partnership (“MP”), Malta Hedge Fund, L.P., a Delaware limited partnership (“MHF”), Malta Hedge Fund II, L.P., a Delaware limited partnership (“MHFII”), and Malta Offshore, Ltd., a Cayman Islands company (“MO”) (ii) SOAM Holdings, LLC, a Delaware limited liability company (“Holdings”), with respect to shares of Common Stock beneficially owned by MP, MHF, and MHFII, (iii) MP, with respect to shares of Common Stock beneficially owned by it, (iv) MHF, with respect to shares of Common Stock beneficially owned by it, (v) MHFII, with respect to shares of Common Stock beneficially owned by it, (vi) MO, with respect to shares of Common Stock beneficially owned by it (vii) Terry Maltese, with respect to shares of Common Stock beneficially owned by MP, MHF, MHFII, and MO. The foregoing persons are hereinafter sometimes referred to collectively as the “Reporting Persons” and MP, MHF, and MHFII are sometimes collectively referred to herein as the “Partnerships.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The sole general partner of each of the Partnerships is Holdings, and administrative and management services for the Partnerships are provided by SOAM. SOAM also provides management services to MO. The managing member and President of Holdings and SOAM is Mr. Maltese. In his capacity as President and managing member of Holdings and SOAM, Mr. Maltese exercises voting and dispositive power over all shares of Common Stock beneficially owned by MP, MHF, MHFII, MO, SOAM, and Holdings. The non-managing member of Holdings and SOAM is Sandler O’Neill Holdings, LLC, a New York limited liability company (“S.O. Holdings”).

(b) The address of the principal offices of each of MP, MHF, MHFII, Holdings and SOAM and the business address of Mr. Maltese is Sandler O’Neill Asset Management LLC, 780 Third Avenue, 5^th Floor, New York, New York 10017. The address of the principal office of MO is c/o BYSIS Hedge Fund Services (Cayman) Limited, P.O. Box 30362 SMB, Harbour Centre, Third Floor, George Town, Grand Cayman, Cayman Islands, British West Indies. The address of the principal office of S.O. Holdings is c/o Sandler O’Neill & Partners, L.P., 919 Third Avenue, 6th Floor, New York, New York 10022.

 

Page 9 of 14

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(c) The principal business of MP, MHF, and MHFII is that of private partnerships engaged in investment in securities for its own account. The principal business of MO is that of investment in securities for its own account. The principal business of Holdings is that of acting as general partner for the Partnerships. The principal business of SOAM is that of providing administrative and management services to the Partnerships and management services to MO. The present principal occupation or employment of Mr. Maltese is President of SOAM and Holdings. The principal business of S.O. Holdings is investing in Holdings and SOAM.

(d) During the last five years, none of MP, MHF, MHFII, MO, Holdings, SOAM, S.O. Holdings or Mr. Maltese has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of MP, MHF, MHFII, MO, Holdings, SOAM, S.O. Holdings or Mr. Maltese has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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) Mr. Maltese is a U.S. citizen.

 

Item 3.

Source and Amount of Funds.

The net investment cost (including commissions, if any) of the shares of Common Stock held by MP, MHF, MHFII, and MO is $149,117, $581,232, $3,300,327, and $1,225,923 respectively. Such shares were purchased with the investment capital of the respective entities.

 

Item 4.

Purpose of Transaction.

The purpose for which the Common Stock was acquired by the Reporting Persons is for investment. As such, in the ordinary course of their business, the Reporting Persons intend to review their investment in the Company on a continuing basis and may engage in discussions with management, the board of directors, other shareholders of the Company and other relevant parties concerning the business, operations, management, governance, strategy and future plans of the Company. Depending on various factors including, without limitation, the Company’s financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the board of directors, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Company as they deem appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transactions with respect to the shares of Common Stock, voting for or against and expressing support for or against the proposals of the board of directors of the Company or other shareholders of the Company and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer.

(a) Based upon an aggregate of 8,605,333 shares of Common Stock outstanding, as determined by the Issuer’s most recently available public information, as of the close of business on March 1, 2010:

 

(i)	MP beneficially owned 13,795 shares of Common Stock, constituting 0.16% of the shares outstanding.

 

Page 10 of 14

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(ii)	MHF beneficially owned 50,825 shares of Common Stock, constituting approximately 0.59% of the shares outstanding.

 

(iii)

MHFII beneficially owned 268,890 shares of Common Stock, constituting approximately 3.12% of the shares outstanding.

 

(iv)	MO beneficially owned 103,790 shares of Common Stock, constituting approximately 1.21% of the shares outstanding.

 

(v)

SOAM owned directly no shares of Common Stock. By reason of its position as management company for MP, MHF, MHFII, and MO under the provisions of Rule 13d-3, SOAM may be deemed to beneficially own the shares of Common Stock held by each, which constitutes approximately 5.08% of the shares outstanding.

 

(vi)

Holdings owned directly no shares of Common Stock. By reason of its position as general partner of MP, MHF, and MHFII under the provisions of Rule 13d-3 of the Securities and Exchange Commission (“Rule 13d-3”), Holdings may be deemed to beneficially own the shares of Common Stock held by each, which constitutes approximately 3.87% of the shares outstanding.

 

(vii)

Mr. Maltese directly owned no shares of Common Stock. By reason of his position as President of Holdings and SOAM, Mr. Maltese may be deemed to beneficially own the shares owned by MP, MHF, MHFII, and MO which constitutes approximately 5.08% of the shares outstanding.

 

(viii)

In the aggregate, the Reporting Persons beneficially own 437,300 shares of Common Stock, constituting approximately 5.08% of the shares outstanding.

 

(ix)	S.O. Holdings directly owned no shares of Common Stock.

(b) The Partnerships each have the power to dispose of and to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, Holdings. Holdings is a party to a management agreement with SOAM pursuant to which SOAM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by Holdings. MO has the power to dispose of and to vote the shares of Common Stock beneficially owned by it. MO is a party to a management agreement with SOAM pursuant to which SOAM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by each. Mr. Maltese, as President and managing member of Holdings, and SOAM, shares the power to dispose of and to vote the shares of Common Stock beneficially owned by the other Reporting Persons.

 

Page 11 of 14

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(c) During the sixty days prior to March 10, 2010 the Reporting persons effected the following transactions in the Common Stock.

Transactions by MP last 60 days

 

Date		Transaction		Price		Shares
02/16/10		Purchase		10.5198		100
02/17/10		Purchase		10.6476		100
02/25/10		Purchase		11.1601		100
02/26/10		Purchase		11.2988		200
03/10/10		Purchase		11.3848		700

Transactions by MHF last 60 days

 

Date		Transaction		Price		Shares
02/05/10		Purchase		9.4300		100
02/16/10		Purchase		10.5198		400
02/17/10		Purchase		10.6476		200
02/25/10		Purchase		11.1601		300
02/26/10		Purchase		11.2988		900
03/10/10		Purchase		11.3848		2,800

Transactions by MHFII last 60 days

 

Date		Transaction		Price		Shares
02/05/10		Purchase		9.4300		400
02/16/10		Purchase		10.5198		2,300
02/17/10		Purchase		10.6476		800
02/25/10		Purchase		11.1601		1,400
02/26/10		Purchase		11.2988		4,600
03/10/10		Purchase		11.3848		13,300

Transactions by MO last 60 days

 

Date		Transaction		Price		Shares
02/05/10		Purchase		9.4300		200
02/16/10		Purchase		10.5198		900
02/17/10		Purchase		10.6476		300
02/25/10		Purchase		11.1601		600
02/26/10		Purchase		11.2988		1,900
03/10/10		Purchase		11.3848		5,500

(d) Not applicable.

(e) Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

There are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer.

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit 1		Written Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) of the Securities and Exchange Commission

 

Page 12 of 14

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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.

Dated: March 19, 2010

 

MALTA PARTNERS, L.P.						MALTA HEDGE FUND, L.P.
By:		SOAM Holdings, LLC, the sole general partner				By:		SOAM Holdings, LLC, the sole general partner
By:		/s/ Terry Maltese				By:		/s/ Terry Maltese
		Terry Maltese						Terry Maltese
		President						President
MALTA OFFSHORE, LTD						MALTA HEDGE FUND II, L.P.
By:		Sandler O’Neill Asset Management LLC				By:		SOAM Holdings, LLC, the sole general partner
By:		/s/ Terry Maltese				By:		/s/ Terry Maltese
		Terry Maltese						Terry Maltese
		President						President
SANDLER O’NEILL ASSET MANAGEMENT, LLC
By:		/s/ Terry Maltese
		Terry Maltese President
SOAM Holdings, LLC						TERRY MALTESE
By:		/s/ Terry Maltese				By:		/s/ Terry Maltese
		Terry Maltese						Terry Maltese
		President

 

Page 13 of 14

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EXHIBIT 1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(f)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

Dated: March 19, 2010

 

MALTA PARTNERS, L.P.						MALTA HEDGE FUND, L.P.
By:		SOAM Holdings, LLC, the sole general partner				By:		SOAM Holdings, LLC, the sole general partner
By:		/s/ Terry Maltese				By:		/s/ Terry Maltese
		Terry Maltese						Terry Maltese
		President						President

 

MALTA OFFSHORE, LTD						MALTA HEDGE FUND II, L.P.
By:		Sandler O’Neill Asset Management LLC				By:		SOAM Holdings, LLC, the sole general partner
By:		/s/ Terry Maltese				By:		/s/ Terry Maltese
		Terry Maltese						Terry Maltese
		President						President
SANDLER O’NEILL ASSET MANAGEMENT, LLC
By:		/s/ Terry Maltese
		Terry Maltese President
SOAM Holdings, LLC						Terry Maltese
By:		/s/ Terry Maltese				By:		/s/ Terry Maltese
		Terry Maltese						Terry Maltese
		President

 

Page 14 of 14