UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Fox Chase Bancorp
(Name of issuer)
Common Stock
(Title of class of securities)
35137T108
(CUSIP number)
June 29, 2010
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* | 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 the disclosures provided in a prior cover page. |
The information required in 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).
SCHEDULE 13G | Page 2 of 15 Pages |
CUSIP No. 35137T108
| ||||||
1. | Name of reporting person
Sandler ONeill Asset Management, LLC | |||||
2. | Check the appropriate box if a member of a group * (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Citizen or place of organization
New York | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
| ||||
6. | Shared voting power
756,037 | |||||
7. | Sole dispositive power
| |||||
8. | Shared dispositive power
756,037 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
756,037 | |||||
10. |
Check Box if the aggregate amount in Row (9) excludes certain shares* ¨
| |||||
11. |
Percent of class represented by amount in Row (9)
5.20% | |||||
12. |
Type of reporting person*
00 |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G | Page 3 of 15 Pages |
CUSIP No. 35137T108
| ||||||
1. | Name of reporting person
SOAM Holdings, LLC | |||||
2. | Check the appropriate box if a member of a group * (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Citizen or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
| ||||
6. | Shared voting power
481,209 | |||||
7. | Sole dispositive power
| |||||
8. | Shared dispositive power
481,209 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
481,209 | |||||
10. |
Check Box if the aggregate amount in Row (9) excludes certain shares* ¨
| |||||
11. |
Percent of class represented by amount in Row (9)
3.31% | |||||
12. |
Type of reporting person*
00 |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G | Page 4 of 15 Pages |
CUSIP No. 35137T108
| ||||||
1. | Name of reporting person
Malta Partners, L.P. | |||||
2. | Check the appropriate box if a member of a group * (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Citizen or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
| ||||
6. | Shared voting power
11,962 | |||||
7. | Sole dispositive power
| |||||
8. | Shared dispositive power
11,962 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
11,962 | |||||
10. |
Check Box if the aggregate amount in Row (9) excludes certain shares* ¨
| |||||
11. |
Percent of class represented by amount in Row (9)
0.08% | |||||
12. |
Type of reporting person*
PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G | Page 5 of 15 Pages |
CUSIP No. 35137T108
| ||||||
1. | Name of reporting person
Malta Hedge Fund, L.P. | |||||
2. | Check the appropriate box if a member of a group * (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Citizen or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
| ||||
6. | Shared voting power
42,314 | |||||
7. | Sole dispositive power
| |||||
8. | Shared dispositive power
42,314 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
42,314 | |||||
10. |
Check Box if the aggregate amount in Row (9) excludes certain shares* ¨
| |||||
11. |
Percent of class represented by amount in Row (9)
0.29% | |||||
12. |
Type of reporting person*
PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G | Page 6 of 15 Pages |
CUSIP No. 35137T108
| ||||||
1. | Name of reporting person
Malta Hedge Fund II, L.P. | |||||
2. | Check the appropriate box if a member of a group * (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Citizen or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
| ||||
6. | Shared voting power
247,019 | |||||
7. | Sole dispositive power
| |||||
8. | Shared dispositive power
247,019 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
247,019 | |||||
10. |
Check Box if the aggregate amount in Row (9) excludes certain shares* ¨
| |||||
11. |
Percent of class represented by amount in Row (9)
1.70% | |||||
12. |
Type of reporting person*
PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G | Page 7 of 15 Pages |
CUSIP No. 35137T108
| ||||||
1. | Name of reporting person
Malta Offshore, Ltd | |||||
2. | Check the appropriate box if a member of a group * (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Citizen or place of organization
Cayman Islands | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
| ||||
6. | Shared voting power
84,174 | |||||
7. | Sole dispositive power
| |||||
8. | Shared dispositive power
84,174 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
84,174 | |||||
10. |
Check Box if the aggregate amount in Row (9) excludes certain shares* ¨
| |||||
11. |
Percent of class represented by amount in Row (9)
0.58% | |||||
12. |
Type of reporting person*
CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G | Page 8 of 15 Pages |
CUSIP No. 35137T108
| ||||||
1. | Name of reporting person
Malta MLC Fund, L.P. | |||||
2. | Check the appropriate box if a member of a group * (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Citizen or place of organization
Cayman Islands | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
| ||||
6. | Shared voting power
179,914 | |||||
7. | Sole dispositive power
| |||||
8. | Shared dispositive power
179,914 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
179,914 | |||||
10. |
Check Box if the aggregate amount in Row (9) excludes certain shares* ¨
| |||||
11. |
Percent of class represented by amount in Row (9)
1.24% | |||||
12. |
Type of reporting person*
CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G | Page 9 of 15 Pages |
CUSIP No. 35137T108
| ||||||
1. | Name of reporting person
Malta MLC Offshore, Ltd | |||||
2. | Check the appropriate box if a member of a group * (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Citizen or place of organization
Cayman Islands | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
| ||||
6. | Shared voting power
40,654 | |||||
7. | Sole dispositive power
| |||||
8. | Shared dispositive power
40,654 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
40,654 | |||||
10. |
Check Box if the aggregate amount in Row (9) excludes certain shares* ¨
| |||||
11. |
Percent of class represented by amount in Row (9)
0.28% | |||||
12. |
Type of reporting person*
CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G | Page 10 of 15 Pages |
CUSIP No. 35137T108
| ||||||
1. | Name of reporting person
SOAM Capital Partners, L.P. | |||||
2. | Check the appropriate box if a member of a group * (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Citizen or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
| ||||
6. | Shared voting power
150,000 | |||||
7. | Sole dispositive power
| |||||
8. | Shared dispositive power
150,000 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
150,000 | |||||
10. |
Check Box if the aggregate amount in Row (9) excludes certain shares* ¨
| |||||
11. |
Percent of class represented by amount in Row (9)
1.03% | |||||
12. |
Type of reporting person*
CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G | Page 11 of 15 Pages |
CUSIP No. 35137T108
| ||||||
1. | Name of reporting person
Terry Maltese | |||||
2. | Check the appropriate box if a member of a group * (a) ¨ (b) ¨
| |||||
3. | SEC use only
| |||||
4. | Citizen or place of organization
USA | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power
| ||||
6. | Shared voting power
756,037 | |||||
7. | Sole dispositive power
| |||||
8. | Shared dispositive power
756,037 | |||||
9. |
Aggregate amount beneficially owned by each reporting person
756,037 | |||||
10. |
Check Box if the aggregate amount in Row (9) excludes certain shares* ¨
| |||||
11. |
Percent of class represented by amount in Row (9)
5.20% | |||||
12. |
Type of reporting person*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G | Page 12 of 15 Pages |
CUSIP No. 35137T108
| ||||||||||||
Item 1 | (a). |
Name of Issuer: | ||||||||||
Fox Chase Bancorp | ||||||||||||
Item 1 | (b). |
Address of Issuers Principal Executive Offices: | ||||||||||
4390 Davisville Road, Hatboro, PA 19040 | ||||||||||||
Item 2 | (a). |
Name of Person Filing: | ||||||||||
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, and (ix) Terry Maltese as Managing Member of SOAM, with respect to shares of Common Stock beneficially owned by MP, MHF, MHFII, MO, MLC, and MLCO; and as managing member of SOAM Ventures, LLC (Ventures), a Delaware limited liability company, with respect to shares of Common Stock beneficially owned by SOAM Capital Partners, L.P. (SCP), a Delaware limited partnership of which Ventures is the management company. The foregoing persons are hereinafter sometimes referred to collectively as the Reporting Persons. | ||||||||||||
Item 2 | (b). |
Address of Principal Business Office: | ||||||||||
The address of the principal offices of each of MP, MHF, MHFII, MLC, SCP, Holdings and SOAM and the business address of Mr. Maltese is Sandler ONeill Asset Management LLC, 780 Third Avenue, 5th Floor, New York, New York 10017. The address of the principal office of MO and MLCO is c/o Citi Hedge Fund Services (Cayman) Limited, Cayman Corporate Center, 27 Hospital Road, George Town, Grand Cayman, Cayman Islands, British West Indies. | ||||||||||||
Item 2 | (c). |
Citizenship: | ||||||||||
Mr. Maltese is a U.S. Citizen. | ||||||||||||
Item 2 | (d). |
Title of Class of Securities: | ||||||||||
Common Stock | ||||||||||||
Item 2 | (e). |
CUSIP Number: | ||||||||||
35137T108 | ||||||||||||
Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||||||||||
Not Applicable |
SCHEDULE 13G | Page 13 of 15 Pages |
CUSIP No. 35137T108
| ||||||||||||||||
Item 4. | Ownership. | |||||||||||||||
(a) and (b) Based upon an aggregate of 14,550,409 shares of Common Stock outstanding, as determined by the Issuers most recently available public information, as of the close of business on June 14, 2010: | ||||||||||||||||
(i) | MP beneficially owned 11,962 shares of Common Stock, constituting 0.08% of the shares outstanding. | |||||||||||||||
(ii) | MHF beneficially owned 42,314 shares of Common Stock, constituting approximately 0.29% of the shares outstanding. | |||||||||||||||
(iii) | MHFII beneficially owned 247,019 shares of Common Stock, constituting approximately 1.70% of the shares outstanding. | |||||||||||||||
(iv) | MO beneficially owned 84,174 shares of Common Stock, constituting approximately 0.58% of the shares outstanding. | |||||||||||||||
(v) | MLC beneficially owned 179,914 shares of Common Stock, constituting approximately 1.24% of the shares outstanding. | |||||||||||||||
(vi) | MLCO beneficially owned 40,654 shares of Common Stock, constituting approximately 0.28% of the shares outstanding. | |||||||||||||||
(vii) | SCP beneficially owned 150,000 shares of Common Stock, constituting approximately 1.03% of the shares outstanding. | |||||||||||||||
(viii) | SOAM owned directly no shares of Common Stock. By reason of its position as management company for MP, MHF, MHFII, MO, MLC, MLCO and as an affiliate of Ventures, management company for SCP, SOAM may be deemed to beneficially own the 11,962 shares owned by MP, the 42,314 shares owned by MHF, the 247,019 shares owned by MHFII, the 84,174 shares owned by MO, the 179,914 shares owned by MLC, the 40,654 shares owned by MLCO, and the 150,000 shares owned by SCP, or an aggregate of 756,037 shares of Common Stock, constituting approximately 5.20% of the shares outstanding. | |||||||||||||||
(ix) | Holdings owned directly no shares of Common Stock. By reason of its position as general partner of MP, MHF, MHFII, and MLC, Holdings may be deemed to beneficially own the 11,962 shares owned by MP, the 42,314 shares owned by MHF, the 247,019 shares owned by MHFII, and the 179,914 shares owned by MLC or an aggregate of 481,209 shares of Common Stock, constituting approximately 3.31% of the shares outstanding. | |||||||||||||||
(x) |
Mr. Maltese directly owned no shares of Common Stock. By reason of his position as Managing Member of Holdings and SOAM, Mr. Maltese may be deemed to beneficially own the 11,962 shares owned by MP, the 42,314 shares owned by MHF, the 247,019 shares owned by MHFII, the 84,174 shares owned by MO, the 179,914 shares owned by MLC, the 40,654 shares owned by MLCO, and the 150,000 shares owned by SCP, or an aggregate of 756,037 shares of Common Stock, constituting approximately 5.20% of the shares outstanding. | |||||||||||||||
(xi) |
In the aggregate, the Reporting Persons beneficially own 756,037 shares of Common Stock, constituting approximately 5.20% of the shares outstanding. | |||||||||||||||
(c) | Number of shares as to which such person has: | |||||||||||||||
(i) | Sole power to vote or to direct the vote: | |||||||||||||||
No Reporting Person has sole power to vote or to direct the vote over the shares held by such Reporting Person. | ||||||||||||||||
(ii) | Shared power to vote or to direct the vote: | |||||||||||||||
MP: 11,962 MHF: 42,314 MHFII: 247,019 |
MO: 84,174 MLC: 179,914 MLCO: 40,654 |
SCAP: 150,000 HOLDINGS: 481,209 SOAM: 756,037 |
MR. MALTESE: 756,037 | |||||||||||||
(iii) | Sole power to dispose or to direct the disposition of: | |||||||||||||||
No Reporting Person has sole power to dispose or to direct the disposition over the shares held by such Reporting Person. | ||||||||||||||||
(iv) | Shared power to dispose or to direct the disposition of: | |||||||||||||||
MP: 11,962 MHF: 42,314 MHFII: 247,019 |
MO: 84,174 MLC: 179,914 MLCO: 40,654 |
SCAP: 150,000 HOLDINGS: 481,209 SOAM: 756,037 |
MR. MALTESE: 756,037 | |||||||||||||
Each of the Reporting Persons hereby disclaims any beneficial ownership of any Shares in excess of their actual beneficial ownership thereof. | ||||||||||||||||
Item 5. | Ownership of Five Percent or Less of a Class: | |||||||||||||||
Not applicable. | ||||||||||||||||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||||||||||||||
Not applicable. | ||||||||||||||||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. | |||||||||||||||
Not applicable. | ||||||||||||||||
Item 8. | Identification and Classification of Members of the Group. | |||||||||||||||
Not applicable. | ||||||||||||||||
Item 9. | Notice of Dissolution of Group. | |||||||||||||||
Not applicable. | ||||||||||||||||
Item 10. | Certification. | |||||||||||||||
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||||||||||||||
Exhibits: [Exhibit I: Joint Acquisition Statement, dated as of July 7, 2010.] |
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: July 7, 2010
MALTA PARTNERS, L.P. | MALTA HEDGE FUND, L.P. | |||||||
By: | SOAM Holdings, LLC, the sole general partner |
By: | SOAM Holdings, LLC, the sole general partner | |||||
By: | /s/ Terry Maltese |
By: | /s/ Terry Maltese | |||||
Terry Maltese Managing Member |
Terry Maltese Managing Member |
MALTA OFFSHORE, LTD | MALTA HEDGE FUND II, L.P. | |||||||
By: | /s/ Terry Maltese Terry Maltese Director |
By: | SOAM Holdings, LLC, the sole general partner | |||||
By: |
/s/ Terry Maltese | |||||||
Terry Maltese Managing Member |
SOAM CAPITAL PARTNERS, L.P. | Sandler ONeill Asset Management LLC | |||||||
By: | SOAM Venture Holdings | By: | /s/ Terry Maltese | |||||
By: |
/s/ Terry Maltese Terry Maltese Managing Member |
Terry Maltese President |
SOAM Holdings, LLC | Terry Maltese | |||||||
By: | /s/ Terry Maltese |
By: | /s/ Terry Maltese | |||||
Terry Maltese Managing Member |
Terry Maltese |
Malta MLC Fund, LP | Malta MLC Offshore Fund, LTD | |||||||
By: | SOAM Holdings, LLC, the sole general partner |
By: | /s/ Terry Maltese Terry Maltese Director | |||||
By: |
/s/ Terry Maltese |
|||||||
Terry Maltese Managing Member |
Page 14 of 15 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G 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 completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: July 7, 2010
MALTA PARTNERS, L.P. | MALTA HEDGE FUND, L.P. | |||||||
By: | SOAM Holdings, LLC, the sole general partner |
By: | SOAM Holdings, LLC, the sole general partner | |||||
By: | /s/ Terry Maltese |
By: | /s/ Terry Maltese | |||||
Terry Maltese Managing Member |
Terry Maltese Managing Member |
MALTA OFFSHORE, LTD | MALTA HEDGE FUND II, L.P. | |||||||
By: | /s/ Terry Maltese Terry Maltese Director |
By: | SOAM Holdings, LLC, the sole general partner | |||||
By: |
/s/ Terry Maltese | |||||||
Terry Maltese Managing Member |
SOAM CAPITAL PARTNERS, L.P. | Sandler ONeill Asset Management LLC | |||||||
By: | SOAM Venture Holdings | By: | /s/ Terry Maltese | |||||
By: |
/s/ Terry Maltese Terry Maltese Managing Member |
Terry Maltese President |
SOAM Holdings, LLC | Terry Maltese | |||||||
By: | /s/ Terry Maltese |
By: | /s/ Terry Maltese | |||||
Terry Maltese Managing Member |
Terry Maltese |
Malta MLC Fund, LP | Malta MLC Offshore Fund, LTD | |||||||
By: | SOAM Holdings, LLC, the sole general partner |
By: | /s/ Terry Maltese Terry Maltese Director | |||||
By: |
/s/ Terry Maltese Terry Maltese Managing Member |
|||||||
Page 15 of 15 Pages