PL Capital Says Bancorp Rhode Island's Explanations are Unsatisfactory and Inconsistent
May 20 2008 - 8:30AM
PR Newswire (US)
NAPERVILLE, Ill., May 20 /PRNewswire/ -- On May 19, 2008, Bancorp
Rhode Island, Inc. (NASDAQ:BARI) filed a Form 8-K which attempted
to clarify comments previously attributed to Bancorp Rhode Island's
management. These comments were contained in RiskMetrics Group,
Inc.'s (formerly known as ISS) May 15, 2008 report on the election
of directors at Bancorp Rhode Island's upcoming Annual Meeting
scheduled for Wednesday May 21, 2008. The May 15, 2008 ISS report
stated, among other things, that "management informed ISS that it
expects BARI's efficiency ratio to decline to 65 percent in the
short term, closer to its peer group average of 61 percent."
Understandably, this disclosure was likely a significant factor in
ISS' decision to recommend that shareholders support Bancorp Rhode
Island's nominees. In its May 19, 2008 Form 8-K, Bancorp Rhode
Island's management claimed that it "does not believe" that it made
such a statement to ISS. In a subsequent letter to PL Capital dated
May 19, 2008, Bancorp Rhode Island's outside corporate counsel
stated among other things that "Bancorp Rhode Island, Inc. is not
the guarantor of assessments made by third parties with respect to
its financial performance," and referred to the matter as "the
misstatement contained in the recent report of ISS Governance
Services." "Frankly, I am confused whether Bancorp Rhode Island is
claiming that they might have said it, or said it inadvertently
with no basis to support it, or as its counsel now claims,
management did not say it at all and the ISS report is simply
wrong," noted PL Capital Group principal John Palmer. "Even more
troubling is the fact that after reviewing the report Bancorp Rhode
Island did not see fit on its own initiative to publicly report and
clarify the material statement (or correct the material
misstatement if indeed it was a misstatement). Instead, Bancorp
Rhode Island merely issued a press release on May 15th 2008 touting
ISS' recommendation to vote for Bancorp Rhode Island's nominees.
Only after PL Capital called out this issue did Bancorp Rhode
Island attempt to address the matter," Mr. Palmer added. "ISS is a
respected and highly regarded proxy advisory firm and its written
report indicates that Bancorp Rhode Island's management made a
specific disclosure about Bancorp Rhode Island's ability to achieve
a 65% efficiency ratio in the short term, which if true, is in PL
Capital's view a material and selective disclosure inconsistent
with Bancorp Rhode Island's previous public guidance and
disclosures, in violation of the proxy rules and Regulation FD,"
stated PL Capital Group principal Richard Lashley. He continued,
"Regardless of the veracity of Bancorp Rhode Island's management
and who said what to whom, the unfortunate result is that the PL
Capital Group's chances of winning board representation at the
upcoming Annual Meeting have been impacted. We asked Bancorp Rhode
Island to postpone the Annual Meeting in order to give ISS and
shareholders an opportunity to digest these recent disclosures, but
Bancorp Rhode Island rejected our request. We plan to examine all
alternatives available to the PL Capital Group." Important
Information PL Capital Group has filed a definitive proxy statement
and other proxy materials 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 has been sent to shareholders of Bancorp
Rhode Island seeking their support of the PL Capital Nominees at
Bancorp Rhode Island's 2008 Annual Meeting of Shareholders.
Shareholders are urged to read the definitive proxy statement and
proxy card because they contain important information about PL
Capital Group, the PL Capital Nominees, Bancorp Rhode Island and
related matters. Shareholders may obtain a free copy of the
definitive proxy statement and other documents filed by PL Capital
Group with the SEC at the SEC's web site at http://www.sec.gov/.
The definitive proxy statement and other related SEC documents
filed by PL Capital Group with the SEC may also be obtained free of
charge from PL Capital Group. Participants in Solicitation PL
Capital Group consists of the following persons who are
participants in the solicitation from Bancorp Rhode Island, Inc.'s
shareholders 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 is contained in the
definitive proxy statement filed by PL Capital Group with the SEC
in connection with Bancorp Rhode Island's 2008 Annual Meeting of
Shareholders. DATASOURCE: PL Capital Group CONTACT: Richard
Lashley, +1-973-360-1666, , or John W. Palmer, +1-630-848-1340, ,
both for PL Capital Group
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