Unassociated Document

CUSIP No. 55977T109
Page 1 of 20 Pages

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)

MAGYAR BANCORP, INC.
(Name of Issuer)

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

55977T109
(CUSIP Number)

Mr. Richard Lashley
PL Capital, LLC
20 East Jefferson Avenue
Suite 22
Naperville, IL  60540
(973) 360-1666
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 7, 2009
(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. 55977T109
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
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
161,561
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
161,561
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
161,561
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14
TYPE OF REPORTING PERSON
PN
 
 
 
 

CUSIP No. 55977T109
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
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
75,348
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
75,348
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,348
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14
TYPE OF REPORTING PERSON
PN
 
 
 
 

CUSIP No. 55977T109
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
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
77,767
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
77,767
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,767
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14
TYPE OF REPORTING PERSON
PN
 
 
 
 

CUSIP No. 55977T109
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
249,654
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
249,654
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
249,654
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3 %
14
TYPE OF REPORTING PERSON
OO


 
 
 


CUSIP No. 55977T109
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
77,767
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
77,767
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,767
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14
TYPE OF REPORTING PERSON
OO
 
 
 
 

CUSIP No. 55977T109
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
327,421
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
327,421
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
327,421
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14
TYPE OF REPORTING PERSON
OO
 
 
 
 

CUSIP No. 55977T109
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
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
327,421
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
327,421
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
327,421
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14
TYPE OF REPORTING PERSON
IN

 
 
 

CUSIP No. 55977T109
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
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
327,421
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
327,421
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
327,421
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14
TYPE OF REPORTING PERSON
IN
 
 
 
 

CUSIP No. 55977T109
Page 10 of 20 Pages
 
1
NAME OF REPORTING PERSON
Beth R. Lashley
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)   T
(b)   £
3
  SEC USE ONLY
4
SOURCE OF FUNDS
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
25,000
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
25,000
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14
TYPE OF REPORTING PERSON
IN

 
 
 

CUSIP No. 55977T109
Page 11 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
12,745
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
12,745
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,745
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
T
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14
TYPE OF REPORTING PERSON
PN
 
 
 
 

CUSIP No. 55977T109
Page 12 of 20 Pages

Item 1.
Security and Issuer

This amended Schedule 13D relates to the common stock, par value $0.01 per share (“Common Stock”), of Magyar Bancorp, Inc. (the “Company” or “Bancorp”).  The address of the principal executive offices of the Company is 400 Somerset Street, New Brunswick, NJ 08901.
 
Item 2.
Identity and Background

This amended Schedule 13D is being filed jointly by the parties identified below.  All of the filers of this amended Schedule 13D are collectively the “PL Capital Group.”  The joint filing agreement of the members of the PL Capital Group is attached to this filing as Exhibit 1.
 
 
·
Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”);
 
 
·
Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”);
 
 
·
PL Capital/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;
 
 
·
John W. Palmer and Richard J. Lashley, as Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC; and
 
 
·
Beth R. Lashley, as an individual.  Beth R. Lashley is the spouse of Richard J. Lashley.
 
(a)-(c)                      This statement is filed by Mr. John W. Palmer, Mr. Richard J. Lashley and Ms. Beth R. Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:
 

 
 
 
 
CUSIP No. 55977T109
Page 13 of 20 Pages
 
 
(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 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 Beth Lashley in record name.

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Beth Lashley, 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.
 
Beth Lashley is not employed.
 
(d)           During the past five years, no member of the PL Capital Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           During the past five years, no member of the PL Capital Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
 
(f)           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 352,421 shares of Common Stock of the Company acquired at an aggregate cost of $3,469,592.
 
From time to time, members of the PL Capital Group may purchase Common Stock on margin provided by BNP Paribas Prime Brokerage Inc. (“BNP Paribas”) on such firms’ usual terms and conditions.  All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to 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 from BNP or other loans outstanding secured by Common Stock.
 
 
 
 
 
CUSIP No. 55977T109
Page 14 of 20 Pages
 
The amount of funds expended by Financial Edge Fund to acquire the 161,561 shares of Common Stock it holds in its name is $1,594,570.  Such funds were provided from Financial Edge Fund’s available capital.
 
The amount of funds expended by Financial Edge Strategic to acquire the 75,348 shares of Common Stock it holds in its name is $761,457.  Such funds were provided from Financial Edge Strategic’s available capital.
 
The amount of funds expended by Focused Fund to acquire the 12,745 shares of Common Stock it holds in its name is $53,324.  Such funds were provided from Focused Fund’s available capital.
 
The amount of funds expended by Goodbody/PL LP to acquire the 77,767 shares of Common Stock it holds in its name is $810,241.  Such funds were provided from Goodbody/PL LP’s available capital.
 
The amount of funds expended by Beth Lashley to acquire the 25,000 shares of Common Stock she holds in her name is $250,000.  Such funds were provided from Ms. Lashley’s personal funds.
 
Item 4.
Purpose of Transaction

This is the PL Capital Group’s first amendment to its Schedule 13D filing.  The PL Capital Group owns 6.1% of the Company’s Common Stock, based upon the Company’s aggregate outstanding shares as of August 1, 2009.  PL Capital Group’s intent is to influence the policies of the Company and assert PL Capital Group’s stockholder rights.

On October 7, 2009, Mr. Lashley sent a letter to the Company demanding a list of the stockholders of the Company and related stockholder information.  A copy of the letter is attached as Exhibit 2.

On March 19, 2009, Messrs. Lashley and Palmer made a presentation to the Company’s board of directors on various strategic alternatives for the Company.  A copy of the presentation is attached as Exhibit 3.

Unless otherwise noted in this amended Schedule 13D, no member of the PL Capital Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D.  Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.  Members of the PL Capital Group may make further purchases of shares of Common Stock, although the PL Capital Group has no present intention of ever increasing PL Capital Group’s aggregate holdings above 9.999% of the Company’s outstanding Common Stock.  Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.
 
 
 
 
 
CUSIP No. 55977T109
Page 15 of 20 Pages
 
Item 5.
Interest in Securities of the Company

The percentages used in this amended Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 5,767,434, reported as the number of outstanding shares as of August 1, 2009, in the Company’s Form 10-Q filed August 14, 2009.
 
The PL Capital Group made transactions in the Common Stock within the past 60 days as noted below:
 
(A)
Financial Edge Fund

(a)-(b)
See cover page.

 
(c)
Financial Edge Fund made the following purchases (and no sales) of Common Stock in the past 60 days:

Date
Number of Shares Purchased
Price per Share
Total Cost
09-29-09
2,500
$3.95
$9,913
10-02-09
1,788
$4.15
$7,471

 
(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 disposition power with Financial Edge Fund with regard to those shares of Common Stock.


 
 
 


CUSIP No. 55977T109
Page 16 of 20 Pages

(B)
Financial Edge Strategic

(a)-(b)
See cover page.

 
(c)
Financial Edge Strategic made no purchases or sales of Common Stock in the past 60 days.

 
(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 disposition 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 no sales or purchases of Common Stock during the past 60 days.

 
(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 no purchases or sales of Common Stock in the past 60 days.

 
(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 disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

 
 
 


CUSIP No. 55977T109
Page 17 of 20 Pages


(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.

 
(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 disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

(H)
Mr. John W. Palmer

(a)-(b)
See cover page.

 
(c)
Mr. Palmer did not purchase or sell any shares of Common Stock directly.

 
 
 

CUSIP No. 55977T109
Page 18 of 20 Pages
 
(I)
Mr. Richard J. Lashley

(a)-(b)
See cover page.

 
(c)
Mr. Lashley did not purchase or sell any shares of Common Stock directly.

 (J)
Beth Lashley

(a)-(b)
See cover page.

 
(c)
Beth Lashley made no purchases or sales in the past 60 days.

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 arrangements and relationships and the Joint Filing Agreement filed as Exhibit 1 to this filing, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.
 
Item 7.
Material to be Filed as Exhibits

Exhibit No.
Description
1
Joint Filing Agreement.
2
Demand Letter for Stockholder Records.
3
Presentation to Board of Directors.

 
 
 

CUSIP No. 55977T109
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:
October 7, 2009

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. 55977T109
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
   
   
By:
/s/ Beth Lashley
 
Beth Lashley