CUSIP No. 60037B106
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Page 1 of 20 Pages
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SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange
Act of 1934
Millennium Bankshares Corporation
(Name of Issuer)
Common Stock, par value
$5.00 per share
(Title of Class of Securities)
60037B106
(CUSIP Number)
Mr. John Wm. Palmer
PL Capital, LLC
20 E. Jefferson Ave.
Suite 22
Naperville, IL
60540
973-848-1340
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 11, 2008
(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. 60037B106
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Page 2 of 20 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Financial Edge Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
(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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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED
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8
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SHARED VOTING POWER
240,000
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BY EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER
0
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PERSON WITH:
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10
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SHARED DISPOSITIVE POWER
240,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
240,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[X]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 60037B106
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Page 3 of 20 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Financial EdgeStrategic Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
(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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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED
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8
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SHARED VOTING POWER
125,000
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BY EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER
0
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PERSON WITH:
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10
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SHARED DISPOSITIVE POWER
125,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[X]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 60037B106
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Page 4 of 20 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Goodbody/PL Capital, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
(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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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED
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8
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SHARED VOTING POWER
131,200
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BY EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER
0
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PERSON WITH:
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10
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SHARED DISPOSITIVE POWER
,131,200
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,200
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[X]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 60037B106
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Page 5 of 20 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PL Capital/Focused Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
(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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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED
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8
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SHARED VOTING POWER
260,000
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BY EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER
0
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PERSON WITH:
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10
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SHARED DISPOSITIVE POWER
260,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
260,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[X]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 60037B106
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Page 6 of 20 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PL Capital, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
(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
AF
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED
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8
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SHARED VOTING POWER
625,000
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BY EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER
0
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PERSON WITH:
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10
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SHARED DISPOSITIVE POWER
625,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
625,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[X]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 60037B106
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Page 7 of 20 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PL Capital Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
(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
AF
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED
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8
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SHARED VOTING POWER
756,200
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BY EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER
0
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PERSON WITH:
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10
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SHARED DISPOSITIVE POWER
756,200
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
756,200
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[X]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 60037B106
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Page 8 of 20 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Goodbody/PL Capital, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
(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
AF
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED
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8
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SHARED VOTING POWER
131,200
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BY EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER
0
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PERSON WITH:
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10
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SHARED DISPOSITIVE POWER
131,200
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
131,200
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[X]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 60037B106
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Page 9 of 20 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John W. Palmer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
(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
AF
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED
|
8
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SHARED VOTING POWER
756,200
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BY EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER
0
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PERSON WITH:
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10
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SHARED DISPOSITIVE POWER
756,200
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
756,200
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[X]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 60037B106
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Page 10 of 20 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard J. Lashley
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
(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
AF
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED
|
8
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SHARED VOTING POWER
796,200
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BY EACH
REPORTING
|
9
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SOLE DISPOSITIVE POWER
0
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PERSON WITH:
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10
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SHARED DISPOSITIVE POWER
796,200
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
796,200
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12
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CHECK 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)
8.9%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 60037B106
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Page 11 of 20 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Beth Lashley
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [X]
(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
AF
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED
|
8
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SHARED VOTING POWER
40,000
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BY EACH
REPORTING
|
9
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SOLE DISPOSITIVE POWER
0
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PERSON WITH:
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10
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SHARED DISPOSITIVE POWER
40,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000
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12
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CHECK 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)
<1.0%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 60037B106
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Page 12 of 20 Pages
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Item 1.
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Security
and Issuer
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This
Schedule 13D relates to the common stock, $5.00 par value (Common Stock), of
Millennium Bankshares Corporation (the Company or Millennium). The
address of the principal executive offices of the Company is 1601 Washington Plaza,
Reston, VA 20190.
Item 2.
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Identity
and Background
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This
Schedule 13D is being filed jointly by the parties identified below. All of the filers of
this 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.
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Financial
Edge Fund, L.P., a Delaware limited partnership (Financial Edge Fund)
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Financial
Edge-Strategic Fund, L.P., a Delaware limited partnership (Financial Edge Strategic)
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PL
Capital/Focused Fund, L.P., a Delaware limited partnership (Focused Fund)
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PL
Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge
Fund, Financial Edge Strategic and Focused Fund (PL Capital)
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PL
Capital Advisors, LLC, a Delaware limited liability company and investment advisor to
Financial Edge Fund, Financial Edge Strategic, Focused Fund
and Goodbody/PL Capital, L.P. (PL Capital Advisors)
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Goodbody/PL
Capital, L.P., a Delaware limited partnership (Goodbody/PL LP)
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Goodbody/PL
Capital, LLC, a Delaware limited liability company and General Partner of Goodbody/PL LP
(Goodbody/PL LLC)
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John
W. Palmer and Richard J. Lashley, Managing Members of PL Capital, PL Capital Advisors and
Goodbody/PL LLC
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(a)-(c) This
statement is filed by Mr. John Palmer and Mr. Richard Lashley, with respect to
the shares of Common Stock beneficially owned by them, as follows:
CUSIP No. 60037B106
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Page 13 of 20 Pages
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(1)
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shares
of Common Stock held in the name of Financial Edge Fund, Financial Edge
Strategic and Focused Fund, in Mr. Palmers and Mr. Lashleys
capacity as Managing Members of PL Capital, the General Partner of
Financial Edge Fund, Financial Edge Strategic and Focused Fund;
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(2)
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shares
of Common Stock held in the name of Financial Edge Fund, Financial Edge
Strategic, Focused Fund and Goodbody/PL LP, in Mr. Palmers
and Mr. Lashleys capacity as Managing Members of PL Capital
Advisors, the investment advisor to Financial Edge Fund, Financial
Edge Strategic, Focused Fund and Goodbody/PL LP; and
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(3)
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shares
of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmers
and Mr. Lashleys capacity as Managing Members of Goodbody/PL
LLC, the General Partner of Goodbody/PL LP.
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(4)
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shares
of Common Stock held jointly in the name of Richard Lashley and Beth
Lashley.
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The
business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL
Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, PL Capital Pension Plan,
John Palmer, Richard Lashley and Beth 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, PL Capital Advisors, Goodbody/PL LP 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, whose principal business is
investments.
Beth
Lashley is the spouse of Richard Lashley and is currently 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.
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Source
and Amount of Funds or Other Consideration
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In
aggregate, the PL Capital Group owns 796,200 shares of Common Stock of the Company
acquired at an aggregate cost of $323,137.
CUSIP No. 60037B106
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Page 14 of 20 Pages
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The
amount of funds expended by Financial Edge Fund to acquire the 240,000 shares of Common
Stock it holds in its name is $76,810. Such funds were provided from Financial Edge
Funds available capital.
The
amount of funds expended by Financial Edge Strategic to acquire the 125,000 shares of
Common Stock it holds in its name is $40,010. Such funds were provided from Financial Edge
Strategics available capital.
The
amount of funds expended by Goodbody/PL LP to acquire the 131,200 shares of Common Stock
it holds in its name is $41,994. Such funds were provided from Goodbody/PL LPs
available capital.
The
amount of funds expended by Focused Fund to acquire the 260,000 shares of Common Stock it
holds in its name is $113,504. Such funds were provided from Focused Funds available
capital.
The
amount of funds expended by Richard and Beth Lashley to acquire the 40,000 shares of
Common Stock they hold jointly is $50,819. Such funds were provided from the
Lashleys personal funds.
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 or other loans
outstanding secured by Common Stock.
Item 4.
|
Purpose
of Transaction
|
This
is the PL Capital Groups initial Schedule 13D filing. The PL Capital Group acquired
shares of Common Stock because it believes that the Common Stock is undervalued.
Members
of the PL Capital Group may make further purchases of shares of Common Stock. Members of
the PL Capital Group may dispose of any or all the shares of Common Stock held by them at
any time.
To
the extent the actions described herein may be deemed to constitute a control
purpose with respect to the Securities Exchange Act of 1934, as amended, and the
regulations thereunder, the PL Capital Group has such a purpose. Except as noted in this
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.
CUSIP No. 60037B106
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Page 15 of 20 Pages
|
Item 5.
|
Interest
in Securities of the Company
|
The
percentages used in this Schedule 13D are calculated based upon 8,927,461 outstanding
shares of Common Stock. This is the number of shares of Common Stock that Millennium
reported as outstanding as of November 10, 2008 in its most recent Quarterly Report on Form 10-Q, which was
filed with Securities and Exchange Commission on November 21, 2008. The PL Capital
Groups transactions in the Common Stock within the past 60 days of the date of this
filing are as follows:
(a)-(b) See
cover page.
(c) Financial
Edge Fund made the following purchases of Common Stock within the past 60 days
of the date of this filing:
Date
|
Number of Shares
Purchased
|
Price Per Share
|
Total Cost
|
12/11/2008
|
240,000
|
$0.32
|
$76,810
|
(d) Because
Mr. Palmer and Mr. 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. Therefore, Mr. Palmer and Mr.
Lashley are deemed to share voting and dispositive power with Financial Edge
Fund with regard to those shares of Common Stock.
(B)
|
Financial
Edge Strategic
|
(a)-(b) See
cover page.
(c) Financial
Edge Strategic made the following purchases of Common Stock within the past 60
days of the date of this filing:
Date
|
Number of Shares
Purchased
|
Price Per Share
|
Total Cost
|
12/11/2008
|
125,000
|
$0.32
|
$40,010
|
(d) Because
Mr. Palmer and Mr. 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. Therefore, Mr.
Palmer and Mr. Lashley are deemed to share voting and dispositive power with
Financial Edge Strategic with regard to those shares of Common Stock.
CUSIP No. 60037B106
|
Page 16 of 20 Pages
|
(a)-(b) See
cover page.
(c) Goodbody/PL
LP made the following purchases of Common Stock within the past 60 days of the
date of this filing:
Date
|
Number of Shares
Purchased
|
Price Per Share
|
Total Cost
|
12/11/2008
|
131,200
|
$0.32
|
$41,994
|
(d) Goodbody/PL
LLC is the general partner of Goodbody/PL LP. Because Mr. Palmer and Mr.
Lashley are the Managing Members of Goodbody/PL LLC, they have the power to
direct the affairs of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed
to share with Messrs. Palmer and Lashley voting and dispositive power with
regard to the shares of Common Stock held by Goodbody/PL LP.
(a)-(b) See
cover page.
(c) Focused
Fund made the following purchases of Common Stock within the past 60 days of
the date of this filing:
Date
|
Number of Shares
Purchased
|
Price Per Share
|
Total Cost
|
12/11/2008
|
240,000
|
$0.32
|
$76,810
|
(d) PL
Capital is the general partner of Focused Fund. Because Mr. Palmer and Mr.
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
Messrs. Palmer and Lashley voting and dispositive power with regard to the
shares of Common Stock held by 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 Mr. Palmer and Mr. 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.
(a)-(b) See
cover page.
CUSIP No. 60037B106
|
Page 17 of 20 Pages
|
(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, Goodbody/PL LP and Focused Fund. Because Mr. Palmer and Mr.
Lashley are the Managing Members of PL Capital Advisors, they 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, Goodbody/PL LP, and Focused Fund.
(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 Mr. Palmer and Mr.
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 dispositive power with
regard to the shares of Common Stock held by Goodbody/PL LP.
(a)-(b) See
cover page.
(c) Mr.
Palmer made no purchases or sales of Common Stock within the past 60 days of
the date of this filing.
(I)
|
Mr.
Richard J. Lashley and Mrs. Beth Lashley
|
(a)-(b) See
cover page.
(c) The
Lashleys made the following purchases of Common Stock within the past 60
days of the date of this filing:
Date
|
Number of Shares
Purchased
|
Price Per Share
|
Total Cost
|
12/12/2008
|
10,000
|
$0.34
|
$3,409
|
(d) Beth
Lashley is the spouse of Richard Lashley. Therefore, Beth Lashley may be deemed
to share with Richard Lashley voting and dispositive power with regard to the
shares of Common Stock held jointly with Richard Lashley.
CUSIP No. 60037B106
|
Page 18 of 20 Pages
|
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
and/or PL Capital Advisors are entitled to (1) an allocation of a portion of profits, if
any, and (2) a management fee based upon a percentage of total capital. With respect to
Goodbody/PL LP: Goodbody/PL LLC and/or PL Capital Advisors are entitled to (1) an
allocation of a portion of profits, if any, and (2) a management fee based upon a
percentage of total capital.
Other
than the foregoing agreements 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
|
CUSIP No. 60037B106
|
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: December 19, 2008
|
|
|
FINANCIAL EDGE FUND, L.P.
|
|
|
By: PL CAPITAL, LLC
|
|
General Partner
|
|
By:
/s/ John Palmer
|
/s/ Richard Lashley
|
|
John Palmer
|
Richard Lashley
|
|
Managing Member
|
Managing Member
|
|
|
|
FINANCIAL EDGE-STRATEGIC FUND, L.P.
|
|
By: PL CAPITAL, LLC
|
|
General Partner
|
|
By:
/s/ John Palmer
|
/s/ Richard Lashley
|
|
John Palmer
|
Richard Lashley
|
|
Managing Member
|
Managing Member
|
|
|
|
PL CAPITAL/FOCUSED FUND
|
|
By: PL CAPITAL, LLC
|
|
General Partner
|
|
By:
/s/ John Palmer
|
/s/ Richard Lashley
|
|
John Palmer
|
Richard Lashley
|
|
Managing Member
|
Managing Member
|
|
|
CUSIP No. 404172108
|
Page 20 of 20 Pages
|
|
|
|
|
|
|
GOODBODY/PL CAPITAL, L.P.
|
|
By: GOODBODY/PL CAPITAL, LLC
|
|
General Partner
|
|
By:
/s/ John Palmer
|
/s/ Richard Lashley
|
|
John Palmer
|
Richard Lashley
|
|
Managing Member
|
Managing Member
|
|
|
|
GOODBODY/PL CAPITAL, LLC
|
|
|
By:
/s/ John Palmer
|
/s/ Richard Lashley
|
|
John Palmer
|
Richard Lashley
|
|
Managing Member
|
Managing Member
|
|
|
|
PL CAPITAL, LLC
|
|
By:
/s/ John Palmer
|
/s/ Richard Lashley
|
|
John Palmer
|
Richard Lashley
|
|
Managing Member
|
Managing Member
|
|
|
|
PL CAPITAL ADVISORS, LLC
|
|
|
By:
/s/ John Palmer
|
/s/ Richard Lashley
|
|
John Palmer
|
Richard 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
|
|
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned
hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as
an exhibit shall be a joint statement filed on behalf of each of the undersigned.
Date: December 19, 2008
|
|
|
FINANCIAL EDGE FUND, L.P.
|
|
|
By: PL CAPITAL, LLC
|
|
General Partner
|
|
By:
/s/ John Palmer
|
/s/ Richard Lashley
|
|
John Palmer
|
Richard Lashley
|
|
Managing Member
|
Managing Member
|
|
|
|
FINANCIAL EDGE-STRATEGIC FUND, L.P.
|
|
By: PL CAPITAL, LLC
|
|
General Partner
|
|
By:
/s/ John Palmer
|
/s/ Richard Lashley
|
|
John Palmer
|
Richard Lashley
|
|
Managing Member
|
Managing Member
|
|
|
|
PL CAPITAL/FOCUSED FUND
|
|
By: PL CAPITAL, LLC
|
|
General Partner
|
|
By:
/s/ John Palmer
|
/s/ Richard Lashley
|
|
John Palmer
|
Richard Lashley
|
|
Managing Member
|
Managing Member
|
|
|
|
|
|
|
|
|
GOODBODY/PL CAPITAL, L.P.
|
|
By: GOODBODY/PL CAPITAL, LLC
|
|
General Partner
|
|
By:
/s/ John Palmer
|
/s/ Richard Lashley
|
|
John Palmer
|
Richard Lashley
|
|
Managing Member
|
Managing Member
|
|
|
|
GOODBODY/PL CAPITAL, LLC
|
|
|
By:
/s/ John Palmer
|
/s/ Richard Lashley
|
|
John Palmer
|
Richard Lashley
|
|
Managing Member
|
Managing Member
|
|
|
|
PL CAPITAL, LLC
|
|
By:
/s/ John Palmer
|
/s/ Richard Lashley
|
|
John Palmer
|
Richard Lashley
|
|
Managing Member
|
Managing Member
|
|
|
|
PL CAPITAL ADVISORS, LLC
|
|
|
By:
/s/ John Palmer
|
/s/ Richard Lashley
|
|
John Palmer
|
Richard 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
|
|
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