SCHEDULE 14A
INFORMATION
Proxy Statement
Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant
[ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
| [ ] |
Preliminary
Proxy Statement |
| [ ] |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| [ ] |
Definitive
Proxy Statement |
| [ ] |
Definitive
Additional Materials |
| [X] |
Soliciting
Material under Rule 14a-12 |
BANCORP RHODE
ISLAND, INC.
(Name of Registrant as Specified in its Charter)
Financial Edge Fund,
L.P.
PL Capital, LLC
Goodbody/PL Capital, LLC
Financial Edge-Strategic Fund, L.P.
PL
Capital/Focused Fund, L.P.
Goodbody/PL Capital, L.P.
PL Capital Advisors, LLC
Richard J.
Lashley
Daniel J. Mullane
John W. Palmer
(Name of Person(s) Filing Proxy Statement if
other than the Registrant)
Payment of Filing Fee (Check the
appropriate box):
| [ ] |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| |
1. |
Title
of each class of securities to which transaction applies: |
| |
2. |
Aggregate
number of securities to which transaction applies: |
| |
3. |
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined): |
| |
4. |
Proposed
maximum aggregate value of transaction: |
| [ ] |
Fee
paid previously with preliminary materials. |
| [ ] |
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing. |
| |
1. |
Amount
Previously Paid: |
| |
2. |
Form,
Schedule or Registration Statement No.: |
Filed by PL Capital
Group
On
February 5, 2008, PL Capital Group issued a press release announcing its intent to
nominate Daniel J. Mullane, Richard J. Lashley and John W. Palmer to serve as directors of
Bancorp Rhode Island, Inc. A copy of the press release follows as part of this filing
under Rule 14a-12 of the Securities Exchange Act of 1934, as amended.
PL CAPITAL ANNOUNCES INTENT TO
NOMINATE THREE OUTSIDE DIRECTORS TO THE BOARD OF BANCORP RHODE ISLAND, INC.
Naperville, IL February 5, 2008 /PR
Newswire/ — On February 4, 2008, PL Capital Group principal Richard Lashley submitted
a notice of intent to nominate Daniel J. Mullane, himself, and fellow PL Capital Group
principal John W. Palmer to serve as nominees for director at the 2008 annual meeting of
Bancorp Rhode Island, Inc. (NASDAQ: BARI). The PL Capital Group beneficially owns 387,920
shares of Bancorp Rhode Island (Bancorp RI), approximately 8.5% of the outstanding common
stock.
PL Capital Group principal John
Palmer noted, “We are extremely pleased to add Daniel Mullane to the PL Capital Group
slate. Mr. Mullane was the former Chairman, Chief Executive Officer and President of The
Advest Group Inc., a New England based NYSE member firm with brokerage and trust banking
operations. During his 15 years at Advest, he was instrumental in growing Advest’s
customer service capabilities, revenue and profitability.”
Mr. Mullane added, “I
believe I fully understand, and know how to meet, the challenges of growing a
financial services organization in New England, including meeting the financial
services needs of individuals and businesses, while enhancing the profitability
and value of the organization. Bancorp RI faces many of the same opportunities
and challenges I faced at Advest. I also understand the strategic alternatives
that every board of directors must periodically consider.”
The PL Capital Group will file a
proxy statement detailing its reasons for pursuing board seats in opposition to the
management of Bancorp RI, which will include among other things the following concerns and
observations:
| |
• |
Bancorp
RI’s core return on equity (ROE) of 7.72% in 2007 was the lowest annual core
ROE in Bancorp RI’s history (1997 to 2007); |
| |
• |
Bancorp
RI’s core ROE for the last 8 years remains in a downtrend: |
| |
• |
Bancorp
RI’s efficiency ratio was 73.4% in 2007, the second worst annual efficiency
ratio in Bancorp RI’s history (1997 to 2007). Bancorp RI’s efficiency ratio
also remains unfavorably elevated relative to its peers and industry standards. |
PL Capital principal Richard Lashley
observed, “I have been auditing and analyzing bank operations and financial
statements for 25 years, and I believe that Bancorp RI has reached the point at which it
is unable to substantially grow its business and profitability without changes in the
existing management team, operating structure, capital structure and/or business model. In
part, this is why we intend to run for the board seat currently occupied by Ms. Merrill
Sherman, the CEO of Bancorp RI, as well as two other board seats. After 10 years of
deteriorating core ROE’s and efficiency ratios, we believe that it is time to
challenge the status quo, particularly if the board remains committed to its strategy of
not pursuing strategic alternatives to maximize the value of Bancorp RI.”
Important Information
PL Capital Group intends to file a
definitive proxy statement with the Securities and Exchange Commission (the
“SEC”) in connection with the nomination of Daniel J. Mullane, Richard J.
Lashley and John W. Palmer (the “PL Capital Nominees”) to serve as directors of
Bancorp Rhode Island, Inc. The definitive proxy statement will be sent to stockholders of
Bancorp Rhode Island seeking their support of the PL Capital Nominees at Bancorp Rhode
Island’s 2008 Annual Meeting of Stockholders. Stockholders are urged to read the
definitive proxy statement and proxy card when they become available, because they will
contain important information about PL Capital Group, the PL Capital Nominees, Bancorp
Rhode Island and related matters. Stockholders may obtain a free copy of the
definitive proxy statement (when available) and other documents filed by PL Capital Group
with the SEC at the SEC’s web site at www.sec.gov. The definitive proxy statement
(when available) and other related SEC documents filed by PL Capital Group with the SEC
may also be obtained free of charge from PL Capital Group.
PL Capital Group consists of the
following persons who will be participants in the solicitation from Bancorp Rhode Island,
Inc.‘s stockholders of proxies in favor of the PL Capital Nominees: PL Capital, LLC;
Goodbody/PL Capital, LLC; Financial Edge Fund, L.P.; Financial Edge-Strategic Fund, L.P.;
PL Capital/Focused Fund, L.P.; Goodbody/PL Capital, L.P.; PL Capital Advisors, LLC;
Richard J. Lashley; John W. Palmer and Daniel J. Mullane. Such participants may have
interests in the solicitation, including as a result of holding shares of Bancorp Rhode
Island common stock. Information regarding the participants and their interests will be
contained in the definitive proxy statement to be filed by PL Capital Group with the SEC
in connection with Bancorp Rhode Island’s 2008 Annual Meeting of Stockholders.
| Contact: |
Richard
Lashley
973-360-1666
bankfund@aol.com |