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OMB APPROVAL
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OMB Number:
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3235-0145
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Expires:
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October 31, 1997
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Estimated average burden
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Hours per response
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14.90
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
The Savannah
Bancorp, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
804748101
(CUSIP Number)
Mr. Terry Maltese, Sandler ONeill 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)
January 6, 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.
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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Page 1 of 16 pages
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Exhibit Index located on Page 16
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SEC 1746 (12-91)
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SCHEDULE 13D
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CUSIP No. 804748101
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Page 2 of 16 Pages
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1.
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Name of Reporting
Person
S.S. or I.R.S. Identification No. of above person
Sandler ONeill Asset Management, LLC
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2.
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Check the Appropriate Box if a
Member of a Group*
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds*
00
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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¨
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6.
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Citizen or Place of Organization
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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Sole Voting Power
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8.
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Shared Voting Power
294,700
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive
Power
294,700
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
294,700
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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¨
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13.
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Percent of Class Represented by
Amount in Row (11)
4.97%
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14.
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Type of Reporting
Person*
00
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*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.
SCHEDULE 13D
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CUSIP No. 804748101
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Page 3 of 16 Pages
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1.
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Name of Reporting
Person
S.S. or I.R.S. Identification No. of above person
SOAM Holdings, LLC
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2.
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Check the Appropriate Box if a
Member of a Group*
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds*
00
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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¨
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6.
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Citizen or Place of Organization
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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Sole Voting Power
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8.
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Shared Voting Power
231,575
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive
Power
231,575
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
231,575
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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¨
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13.
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Percent of Class Represented by
Amount in Row (11)
3.91%
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14.
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Type of Reporting
Person*
00
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*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.
SCHEDULE 13D
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CUSIP No. 804748101
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Page 4 of 16 Pages
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1.
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Name of Reporting
Person
S.S. or I.R.S. Identification No. of above person
Malta Partners, L.P.
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2.
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Check the Appropriate Box if a
Member of a Group*
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds*
WC
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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¨
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6.
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Citizen or Place of Organization
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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Sole Voting Power
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8.
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Shared Voting Power
5,100
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive
Power
5,100
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
5,100
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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¨
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13.
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Percent of Class Represented by
Amount in Row (11)
0.09%
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14.
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Type of Reporting
Person*
PN
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*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.
SCHEDULE 13D
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CUSIP No. 804748101
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Page 5 of 16 Pages
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1.
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Name of Reporting
Person
S.S. or I.R.S. Identification No. of above person
Malta Hedge Fund, L.P.
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2.
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Check the Appropriate Box if a
Member of a Group*
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds*
WC
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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¨
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6.
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Citizen or Place of Organization
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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Sole Voting Power
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8.
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Shared Voting Power
18,450
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive
Power
18,450
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
18,450
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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¨
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13.
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Percent of Class Represented by
Amount in Row (11)
0.31%
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14.
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Type of Reporting
Person*
PN
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*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.
SCHEDULE 13D
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CUSIP No. 804748101
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Page 6 of 16 Pages
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1.
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Name of Reporting
Person
S.S. or I.R.S. Identification No. of above person
Malta Hedge Fund II, L.P.
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2.
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Check the Appropriate Box if a
Member of a Group*
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds*
WC
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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¨
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6.
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Citizen or Place of Organization
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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Sole Voting Power
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8.
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Shared Voting Power
97,325
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive
Power
97,325
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
97,325
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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¨
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13.
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Percent of Class Represented by
Amount in Row (11)
1.64%
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14.
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Type of Reporting
Person*
PN
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*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.
SCHEDULE 13D
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CUSIP No. 804748101
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Page 7 of 16 Pages
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1.
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Name of Reporting
Person
S.S. or I.R.S. Identification No. of above person
Malta Offshore, Ltd
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2.
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Check the Appropriate Box if a Member of a Group*
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds*
WC
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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¨
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6.
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Citizen or Place of Organization
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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Sole Voting Power
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8.
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Shared Voting Power
36,925
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive
Power
36,925
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
36,925
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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¨
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13.
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Percent of Class Represented by
Amount in Row (11)
0.62%
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14.
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Type of Reporting
Person*
CO
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*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.
SCHEDULE 13D
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CUSIP No. 804748101
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Page 8 of 16 Pages
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1.
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Name of Reporting
Person
S.S. or I.R.S. Identification No. of above person
Malta MLC Fund, LP
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2.
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Check the Appropriate Box if a Member of a Group*
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds*
WC
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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¨
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6.
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Citizen or Place of Organization
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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Sole Voting Power
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8.
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Shared Voting Power
110,700
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive
Power
110,700
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
110,700
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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¨
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13.
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Percent of Class Represented by
Amount in Row (11)
1.87%
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14.
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Type of Reporting
Person*
CO
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*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.
SCHEDULE 13D
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CUSIP No. 804748101
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Page 9 of 16 Pages
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1.
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Name of Reporting
Person
S.S. or I.R.S. Identification No. of above person
Malta MLC Offshore, Ltd
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2.
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Check the Appropriate Box if a Member of a Group*
(a)
¨
(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds*
WC
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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¨
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6.
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Citizen or Place of Organization
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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Sole Voting Power
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8.
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Shared Voting Power
26,200
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive
Power
26,200
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
26,200
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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¨
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13.
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Percent of Class Represented by
Amount in Row (11)
0.44%
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14.
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Type of Reporting
Person*
CO
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*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.
SCHEDULE 13D
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CUSIP No. 804748101
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Page 10 of 16 Pages
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1.
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Name of Reporting
Person
S.S. or I.R.S. Identification No. of above person
Terry Maltese
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2.
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Check the Appropriate Box if a Member of a Group*
(a)
¨
(b)
¨
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3.
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SEC Use Only
|
4.
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Source of Funds*
00
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5.
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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¨
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6.
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Citizen or Place of Organization
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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Sole Voting Power
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8.
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Shared Voting Power
294,700
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive
Power
294,700
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
294,700
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
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¨
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13.
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Percent of Class Represented by
Amount in Row (11)
4.97%
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14.
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Type of Reporting
Person*
IN
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*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.
Item 1.
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Security and Issuer.
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The
class of equity securities to which this statement relates is the common stock, par value $0.01 per share (Common Stock), of The Savannah Bancorp, Inc. (the Issuer), a company incorporated in Georgia, with its principal
office at 25 Bull Street, Savannah, GA 31401.
Item 2.
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Identity and Background.
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(a) This
statement is being filed by (i) Sandler ONeill 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) Malta Offshore, Ltd., a Cayman Islands company (MO),
Malta MLC Fund, L.P., a Delaware limited partnership (MLC), and Malta MLC Offshore, Ltd., a Cayman Islands company (MLCO) (ii) SOAM Holdings, LLC, a Delaware limited liability company (Holdings), with respect
to shares of Common Stock beneficially owned by MP, MHF, MHFII, and MLC (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) MLC, with respect to shares of Common Stock beneficially owned by it, (viii) MLCO, with
respect to shares of Common Stock beneficially owned by it, (ix) Terry Maltese, with respect to shares of Common Stock beneficially owned by MP, MHF, MHFII., MO, MLC, and MLCO The foregoing persons are hereinafter sometimes referred to
collectively as the Reporting Persons and MP, MHF, MHFII, and MLC 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 and MLCO. 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, MLC, MLCO, SOAM, and Holdings. The non-managing member of Holdings
and SOAM is Sandler ONeill Holdings, LLC, a New York limited liability company (S.O. Holdings).
(b) The address of the principal offices of each of MP, MHF, MHFII, MLC, Holdings and SOAM and the business address of Mr. Maltese is Sandler ONeill Asset Management LLC, 780 Third Avenue, 5
th
Floor, New York, New York 10017. The address of the principal office
of MO and MLCO 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
ONeill & Partners, L.P., 919 Third Avenue, 6th Floor, New York, New York 10022.
Page 11 of 16
(c) The principal business of MP, MHF, MHFII, and MLC is that of private partnerships engaged in
investment in securities for its own account. The principal business of MO and MLCO 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 and MLCO. 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, MLC,
MLCO, 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, MLC, MLCO, 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.
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Source and Amount of Funds.
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The net investment cost (including commissions, if any) of the shares of Common Stock held by MP, MHF, MHFII, MO, MLC, and MLCO is $121,650, $452,739, $2,384,444, $866,311, $1,949,682, and $480,293 respectively. Such shares were purchased
with the investment capital of the respective entities.
Item 4.
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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 Companys 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 5,932,346 shares of Common Stock outstanding, as determined by the Issuers most recently available public information, as of the close of business on October 30, 2009:
(i)
|
MP beneficially owned 5,100 shares of Common Stock, constituting 0.09% of the shares outstanding.
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Page 12 of 16
(ii)
|
MHF beneficially owned 18,450 shares of Common Stock, constituting approximately 0.31% of the shares outstanding.
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(iii)
|
MHFII beneficially owned 97,325 shares of Common Stock, constituting approximately 1.64% of the shares outstanding.
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(iv)
|
MO beneficially owned 36,925 shares of Common Stock, constituting approximately 0.62% of the shares outstanding.
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(v)
|
MLCO beneficially owned 26,200 shares of Common Stock, constituting approximately 0.44% of the shares outstanding.
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(vi)
|
MLC beneficially owned 110,700 shares of Common Stock, constituting approximately 1.87% of the shares outstanding.
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(vii)
|
SOAM owned directly no shares of Common Stock. By reason of its position as management company for MP, MHF, MHFII, MO, MLC, and MLCO 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 4.97% of the shares outstanding.
|
(viii)
|
Holdings owned directly no shares of Common Stock. By reason of its position as general partner of MP, MHF, MHFII, and MLC 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 3.91% of the shares outstanding.
|
(ix)
|
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, MO, MLC, and MLCO which constitutes approximately 4.97% of the shares outstanding.
|
(x)
|
In the aggregate, the Reporting Persons beneficially own 294,700 shares of Common Stock, constituting approximately 4.97% of the shares outstanding.
|
(xi)
|
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 and MLCO have the power to dispose of and to vote the shares of Common Stock beneficially owned by each. MO and MLCO
are each 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 13 of 16
(c) During the sixty days prior January 6, 2010 the Reporting persons effected the following
transactions in the Common Stock.
Transactions by MP last 60 days
|
|
|
|
|
|
|
|
Date
|
|
Transaction
|
|
Price
|
|
Shares
|
|
01/04/10
|
|
Sale
|
|
8.1200
|
|
(1,200
|
)
|
01/05/10
|
|
Sale
|
|
8.1507
|
|
(200
|
)
|
01/06/10
|
|
Sale
|
|
8.1200
|
|
(100
|
)
|
01/08/10
|
|
Sale
|
|
8.1200
|
|
(100
|
)
|
Transactions by MHF last 60 days
|
|
|
|
|
|
|
|
Date
|
|
Transaction
|
|
Price
|
|
Shares
|
|
12/03/09
|
|
Sale
|
|
9.2200
|
|
(100
|
)
|
01/04/10
|
|
Sale
|
|
8.1200
|
|
(1,800
|
)
|
01/05/10
|
|
Sale
|
|
8.1507
|
|
(200
|
)
|
01/06/10
|
|
Sale
|
|
8.1200
|
|
(200
|
)
|
01/08/10
|
|
Sale
|
|
8.1200
|
|
(100
|
)
|
Transactions by MHFII last 60 days
|
|
|
|
|
|
|
|
Date
|
|
Transaction
|
|
Price
|
|
Shares
|
|
11/24/09
|
|
Sale
|
|
8.9750
|
|
(100
|
)
|
11/25/09
|
|
Sale
|
|
9.2200
|
|
(100
|
)
|
12/03/09
|
|
Sale
|
|
9.2200
|
|
(300
|
)
|
01/04/10
|
|
Sale
|
|
8.1200
|
|
(5,300
|
)
|
01/05/10
|
|
Sale
|
|
8.1507
|
|
(800
|
)
|
01/06/10
|
|
Sale
|
|
8.1200
|
|
(600
|
)
|
01/08/10
|
|
Sale
|
|
8.1200
|
|
(300
|
)
|
Transactions by MO last 60 days
|
|
|
|
|
|
|
|
Date
|
|
Transaction
|
|
Price
|
|
Shares
|
|
12/03/09
|
|
Sale
|
|
9.2200
|
|
(100
|
)
|
Transactions by MLC last 60 days
|
|
|
|
|
|
|
|
Date
|
|
Transaction
|
|
Price
|
|
Shares
|
|
11/24/09
|
|
Sale
|
|
8.9750
|
|
(200
|
)
|
11/25/09
|
|
Sale
|
|
9.2200
|
|
(300
|
)
|
12/03/09
|
|
Sale
|
|
9.2200
|
|
(400
|
)
|
Transactions by MLCO last 60 days
|
|
|
|
|
|
|
|
Date
|
|
Transaction
|
|
Price
|
|
Shares
|
|
11/24/09
|
|
Sale
|
|
8.9750
|
|
(100
|
)
|
12/03/09
|
|
Sale
|
|
9.2200
|
|
(100
|
)
|
01/04/10
|
|
Sale
|
|
8.1200
|
|
(11,200
|
)
|
01/05/10
|
|
Sale
|
|
8.1507
|
|
(1,700
|
)
|
01/06/10
|
|
Sale
|
|
8.1200
|
|
(1,200
|
)
|
01/08/10
|
|
Sale
|
|
8.1200
|
|
(600
|
)
|
(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 14 of 16
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: January 14, 2010
|
|
|
|
|
|
|
|
|
MALTA PARTNERS, L.P.
|
|
|
|
MALTA HEDGE FUND, L.P.
|
|
|
|
|
|
By:
|
|
SOAM Holdings, LLC,
|
|
|
|
By:
|
|
SOAM Holdings, LLC,
|
|
|
the sole general partner
|
|
|
|
|
|
the sole general partner
|
|
|
|
|
|
By:
|
|
/s/ T
ERRY
M
ALTESE
|
|
|
|
By:
|
|
/s/ T
ERRY
M
ALTESE
|
|
|
Terry Maltese
|
|
|
|
|
|
Terry Maltese
|
|
|
President
|
|
|
|
|
|
President
|
|
|
|
|
|
|
|
|
|
MALTA OFFSHORE, LTD
|
|
|
|
MALTA HEDGE FUND II, L.P.
|
|
|
|
|
|
By:
|
|
Sandler ONeill Asset
|
|
|
|
By:
|
|
SOAM Holdings, LLC,
|
|
|
Management LLC
|
|
|
|
|
|
the sole general partner
|
|
|
|
|
|
By:
|
|
/s/ T
ERRY
M
ALTESE
|
|
|
|
By:
|
|
/s/ T
ERRY
M
ALTESE
|
|
|
Terry Maltese
|
|
|
|
|
|
Terry Maltese
|
|
|
President
|
|
|
|
|
|
President
|
|
|
|
SANDLER ONEILL ASSET MANAGEMENT, LLC
|
|
|
By:
|
|
/s/ T
ERRY
M
ALTESE
|
|
|
Terry Maltese
|
|
|
President
|
|
|
|
|
|
|
|
|
|
SOAM Holdings, LLC
|
|
|
|
TERRY MALTESE
|
|
|
|
|
|
By:
|
|
/s/ T
ERRY
M
ALTESE
|
|
|
|
By:
|
|
/s/ T
ERRY
M
ALTESE
|
|
|
Terry Maltese
|
|
|
|
|
|
Terry Maltese
|
|
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Malta MLC Fund, LP
|
|
|
|
Malta MLC Offshore Fund, LTD
|
|
|
|
|
|
By:
|
|
SOAM Holdings, LLC,
|
|
|
|
|
|
|
|
|
the sole general partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ T
ERRY
M
ALTESE
|
|
|
|
By:
|
|
/s/ T
ERRY
M
ALTESE
|
|
|
Terry Maltese
|
|
|
|
|
|
Terry Maltese
|
|
|
Managing Member
|
|
|
|
|
|
Director
|
Page 15 of 16
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: January 14, 2010
|
|
|
|
|
|
|
|
|
MALTA PARTNERS, L.P.
|
|
|
|
MALTA HEDGE FUND, L.P.
|
|
|
|
|
|
By:
|
|
SOAM Holdings, LLC,
|
|
|
|
By:
|
|
SOAM Holdings, LLC,
|
|
|
the sole general partner
|
|
|
|
|
|
the sole general partner
|
|
|
|
|
|
By:
|
|
/s/ T
ERRY
M
ALTESE
|
|
|
|
By:
|
|
/s/ T
ERRY
M
ALTESE
|
|
|
Terry Maltese
|
|
|
|
|
|
Terry Maltese
|
|
|
President
|
|
|
|
|
|
President
|
|
|
|
|
|
|
|
|
|
MALTA OFFSHORE, LTD
|
|
|
|
MALTA HEDGE FUND II, L.P.
|
|
|
|
|
|
By:
|
|
Sandler ONeill Asset
|
|
|
|
By:
|
|
SOAM Holdings, LLC,
|
|
|
Management LLC
|
|
|
|
|
|
the sole general partner
|
|
|
|
|
|
By:
|
|
/s/ T
ERRY
M
ALTESE
|
|
|
|
By:
|
|
/s/ T
ERRY
M
ALTESE
|
|
|
Terry Maltese
|
|
|
|
|
|
Terry Maltese
|
|
|
President
|
|
|
|
|
|
President
|
|
|
|
SANDLER ONEILL ASSET MANAGEMENT, LLC
|
|
|
By:
|
|
/s/ T
ERRY
M
ALTESE
|
|
|
Terry Maltese
|
|
|
President
|
|
|
|
|
|
|
|
|
|
SOAM Holdings, LLC
|
|
|
|
Terry Maltese
|
|
|
|
|
|
By:
|
|
/s/ T
ERRY
M
ALTESE
|
|
|
|
By:
|
|
/s/ T
ERRY
M
ALTESE
|
|
|
Terry Maltese
|
|
|
|
|
|
Terry Maltese
|
|
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Malta MLC Fund, LP
|
|
|
|
Malta MLC Offshore Fund, LTD
|
|
|
|
|
|
By:
|
|
SOAM Holdings, LLC,
|
|
|
|
|
|
|
|
|
the sole general partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ T
ERRY
M
ALTESE
|
|
|
|
By:
|
|
/s/ T
ERRY
M
ALTESE
|
|
|
Terry Maltese
|
|
|
|
|
|
Terry Maltese
|
|
|
Managing Member
|
|
|
|
|
|
Director
|
Page 16 of 16
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