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:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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[X]
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Soliciting
Material under Rule 14a-12
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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
John W. Palmer
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the
appropriate box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1.
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Title
of each class of securities to which transaction applies:
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2.
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Aggregate
number of securities to which transaction applies:
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3.
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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):
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4.
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Proposed
maximum aggregate value of transaction:
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Fee
paid previously with preliminary materials.
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[ ]
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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.
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1.
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Amount
Previously Paid:
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2.
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Form,
Schedule or Registration Statement No.:
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Filed by PL Capital
Group
On
February 3, 2009, PL Capital Group issued a press release related to Bancorp Rhode Island,
Inc. and PL Capital Groups potential submission of corporate governance proposals
for approval by stockholders at Bancorp Rhode Islands 2009 Annual Meeting of
Stockholders. 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.
Important Information
PL
Capital Group currently intends to file a definitive proxy statement with the Securities
and Exchange Commission (the SEC) in connection with PL Capital Groups
potential submission of corporate governance proposals for approval by stockholders at
Bancorp Rhode Islands 2009 Annual Meeting of Stockholders. The definitive proxy
statement and proxy card will be sent to stockholders of Bancorp Rhode Island seeking
their support of the corporate governance proposals at Bancorp Rhode Islands 2009
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 the corporate governance proposals submitted by PL Capital Group 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
SECs 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 PL
Capital Groups corporate governance proposals: 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; and
John W. Palmer. 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
Islands 2009 Annual Meeting of Stockholders.
PL CAPITAL RESPONDS TO
BANCORP RHODE ISLAND
Naperville, IL February 3, 2009 PR
Newswire/ On January 30, 2009, the PL Capital Group sent a letter to the board of
directors of Bancorp Rhode Island, Inc. (NASDAQ: BARI), informing them of (1) PL
Capitals intent to solicit proxies from fellow shareholders of Bancorp Rhode Island
at the 2009 Annual Meeting of Shareholders and (2) Bancorp Rhode Island managements
mishandling of an important conference call with analysts, investors and shareholders on
January 29, 2009. On February 3, 2009 Bancorp Rhode Island management sent a letter to PL
Capital and issued a press release dated February 3, 2009 which purported to address PL
Capitals concerns.
In a subsequent letter dated February
3, 2009 to BancorpRI, the PL Capital Group responded as follows:
With regard to our shareholder
proposals, we appreciate that the Nominating and Governance Committee will review them.
While it is a good idea for the Committee to begin considering the three proposals
outlined in our letter, as we noted in our letter those proposals are not finalized or
necessarily complete. We will submit our formal proposals in accordance with the deadlines
and requirements contained in BancorpRIs by-laws. We may add additional proposals.
For example, we are considering adding a proposal on executive compensation (which in part
depends upon whether or not the U.S. Treasury imposes additional executive compensation
limits on TARP recipients such as BancorpRI, as has been discussed recently).
With regard to your claim that our
letter is a restatement of our previously expressed views as to the Companys
strategy and performance, you are correct. We have consistently held these views and still
hold them. The implication in your letter that this is somehow dismissive of our claims,
is incorrect. The fact that we lost the proxy contest in the past two years does not
invalidate our views. It just means that many shareholders (and ISS) gave BancorpRI the
benefit of the doubt in the prior years elections. In hindsight, this appears to be
a mistake, in our view, given the results. Your response to our letter failed to address
the substantive concerns we raised over the Companys performance, the loss of
shareholder value and missed strategic opportunities. We look forward to those items being
addressed.
With regard to costs incurred by the
Company in the 2008 proxy contest ($500,000 pretax), we are not responsible for
managements inability to control costs. We spent less than one-third of what the
Company spent so its hard for us to understand why the Company incurred such high
costs. If managements inability to complete this project (the proxy contest) without
incurring such high costs is indicative of all of its activities, it may explain why the
Companys efficiency ratio is so high.
We are of course sensitive to how
management and the Board spends our (and all shareholders) money, which is why we are
requesting that the Board adopt our shareholder proposals unilaterally, without the need
for another proxy contest. Spending shareholders money and wasting managements
time fighting against corporate governance standards which are widely adopted by other
public companies and widely supported by corporate governance experts, would be a waste of
corporate assets on the Boards part in our view.
With regard to the conference call,
we accept your representation that the abrupt end to the call may have been unintended and
out of managements control. I can assure you that I had dialed into the queue to ask
questions. Perhaps it did not register in the system, but if the operator had asked
whether there were additional questions and given everyone time to re-enter the queue, I
would have done so. I spoke to one other large holder of the stock that was on the call
and waiting to enter the queue (he normally waits to ask questions, to see if his
questions get answered by other callers.) The call ended so abruptly that he was unable to
ask questions.
Your letter failed to address our
request that the earnings release be issued the afternoon prior to the next mornings
conference call. We look forward to that simple improvement being made in future quarters.
With regard to your dismissal of our
request that a Form 8-K be issued containing the 2009 guidance verbally disclosed in the
Q4 2008 conference call (by noting that the call is archived on the Companys website
for six months), we repeat our claim that the companies and management teams that provide
transparency and are open to questions are more respected and trusted by shareholders,
analysts and investors. Refusal to issue the guidance in a Form 8-K is your prerogative,
and regrettably proves our point.
Contact:
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Richard Lashley
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John W. Palmer
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973-360-1666
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630-848-1340
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Bankfund@aol.com
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Palmersail@aol.com
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Important Information
PL Capital Group currently intends to
file a definitive proxy statement with the Securities and Exchange Commission (the
SEC) in connection with PL Capital Groups potential submission of
corporate governance proposals for approval by stockholders at Bancorp Rhode Islands
2009 Annual Meeting of Stockholders. The definitive proxy statement and proxy card will be
sent to stockholders of Bancorp Rhode Island seeking their support of the corporate
governance proposals at Bancorp Rhode Islands 2009 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 the corporate
governance proposals submitted by PL Capital Group 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 SECs 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.
Participants in
Solicitation
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 PL Capital Groups corporate
governance proposals: 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; and John W. Palmer. 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 Islands 2009 Annual
Meeting of Stockholders.
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