Edgar Filing: Fox Chase Bancorp Inc

d1170939_13g-a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Fox Chase Bancorp, Inc.

(Name of issuer)

Common Stock

(Title of class of securities)

35137T108

(CUSIP number)

December 31, 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)

þ Rule 13d-1(c)

¨ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person's 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


CUSIP No. 35137T108		Page 2 of 17 Pages


1.	Name of Reporting Person Sandler O'Neill 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 995,096 7. Sole Dispositive Power 8. Shared Dispositive Power 995,096


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 995,096
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*	¨
11.	Percent of Class Represented by Amount in Row (9) 6.84%
12.	Type of Reporting Person* 00

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G


CUSIP No. 35137T108		Page 3 of 17 Pages


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 723,168 7. Sole Dispositive Power 8. Shared Dispositive Power 723,168


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 723,168
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*	¨
11.	Percent of Class Represented by Amount in Row (9) 4.97%
12.	Type of Reporting Person* 00

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G


CUSIP No. 35137T108		Page 4 of 17 Pages


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 9,121 7. Sole Dispositive Power 8. Shared Dispositive Power 9,121


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,121
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*	¨
11.	Percent of Class Represented by Amount in Row (9) 0.06%
12.	Type of Reporting Person* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G


CUSIP No. 35137T108		Page 5 of 17 Pages


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 49,214 7. Sole Dispositive Power 8. Shared Dispositive Power 49,214


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 49,214
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*	¨
11.	Percent of Class Represented by Amount in Row (9) 0.34%
12.	Type of Reporting Person* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G


CUSIP No. 35137T108		Page 6 of 17 Pages


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 270,519 7. Sole Dispositive Power 8. Shared Dispositive Power 270,519


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 270,519
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*	¨
11.	Percent of Class Represented by Amount in Row (9) 1.86%
12.	Type of Reporting Person* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G

CUSIP No. 35137T108

Page 7 of 17 Pages


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 84,274 7. Sole Dispositive Power 8. Shared Dispositive Power 84,274


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 84,274
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

CUSIP No. 35137T108

Page 8 of 17 Pages


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 Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. Sole Voting Power 6. Shared Voting Power 174,214 7. Sole Dispositive Power 8. Shared Dispositive Power 174,214


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 174,214
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*	¨
11.	Percent of Class Represented by Amount in Row (9) 1.20%
12.	Type of Reporting Person* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G

CUSIP No. 35137T108

Page 9 of 17 Pages


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 37,654 7. Sole Dispositive Power 8. Shared Dispositive Power 37,654


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 37,654
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*	¨
11.	Percent of Class Represented by Amount in Row (9) 0.26%
12.	Type of Reporting Person* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G

CUSIP No. 35137T108

Page 10 of 17 Pages


1.	Name of Reporting Person Malta Titan 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 220,100 7. Sole Dispositive Power 8. Shared Dispositive Power 220,100


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 220,100
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*	¨
11.	Percent of Class Represented by Amount in Row (9) 1.51%
12.	Type of Reporting Person* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G

CUSIP No. 35137T108

Page 11 of 17 Pages


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* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G

CUSIP No.35137T108

Page 12 of 17 Pages


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 995,096 7. Sole Dispositive Power 8. Shared Dispositive Power 995,096


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 995,096
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*	¨
11.	Percent of Class Represented by Amount in Row (9) 6.84%
12.	Type of Reporting Person* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13G

CUSIP No.35137T108

Page 13 of 17 Pages

Item 1(a). Name of Issuer:

Fox Chase Bancorp, Inc.

Item 1(b). Address of Issuer's Principal Executive Offices:

4390 Davisville Road, Hatboro, PA 19040

Item 2(a). Name of Person Filing:

This statement is being filed by (i) Sandler O'Neill 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"), Malta MLC Offshore, Ltd., a Cayman Islands company ("MLCO"), and Malta Titan Fund, L.P., a Cayman Islands limited partnership ("Titan") (ii) SOAM Holdings, LLC, a Delaware limited liability company ("Holdings"), with respect to shares of Common Stock beneficially owned by MP, MHF, MHFII, MLC, and Titan (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) Titan, with respect to shares of Common Stock beneficially owned by it, and (x) Terry Maltese as Managing Member of SOAM, with respect to shares of Common Stock beneficially owned by MP, MHF, MHFII, MO, MLC, MLCO, and Titan; 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, Titan, SCP, Holdings, and SOAM and the business address of Mr. Maltese is Sandler O'Neill 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 Citco Fund Services (Cayman Islands) Limited, 89 Nexus Way, 2nd Floor, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands.

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

CUSIP No.35137T108

Page 14 of 17 Pages

Item 4. Ownership.

(a) and (b) Based upon an aggregate of 14,547,173 shares of Common Stock outstanding, as determined by the Issuer's most recently available public information, as of the close of business on November 4, 2010:

	(i)		MP beneficially owned 9,121 shares of Common Stock, constituting approximately 0.06% of the shares outstanding.
	(ii)		MHF beneficially owned 49,214 shares of Common Stock, constituting approximately 0.34% of the shares outstanding.
	(iii)		MHFII beneficially owned 270,519 shares of Common Stock, constituting approximately 1.86% of the shares outstanding.
	(iv)		MO beneficially owned 84,274 shares of Common Stock, constituting approximately 0.58% of the shares outstanding.
	(v)		MLC beneficially owned 174,214 shares of Common Stock, constituting approximately 1.20% of the shares outstanding.
	(vi)		MLCO beneficially owned 37,654 shares of Common Stock, constituting approximately 0.26% of the shares outstanding.
	(vii)		Titan beneficially owned 220,100 shares of Common Stock, constituting approximately 1.51% of the shares outstanding.
	(viii)		SCP beneficially owned 150,000 shares of Common Stock, constituting approximately 1.03% of the shares outstanding.
	(ix)		SOAM owned directly no shares of Common Stock. By reason of its position as management company for MP, MHF, MHFII, MO, MLC, MLCO, Titan and as an affiliate of Ventures, management company for SCP, SOAM may be deemed to beneficially own the 9,121 shares owned by MP, the 49,214 shares owned by MHF, the 270,519 shares owned by MHFII, the 84,274 shares owned by MO, the 174,214 shares owned by MLC, the 37,654 shares owned by MLCO, the 220,100 shares owned by Titan, and the 150,000 shares owned by SCP, or an aggregate of 995,096 shares of Common Stock, constituting approximately 6.84% of the shares outstanding.
	(x)		Holdings owned directly no shares of Common Stock. By reason of its position as general partner of MP, MHF, MHFII, MLC, and Titan, Holdings may be deemed to beneficially own the 9,121 shares owned by MP, the 49,214 shares owned by MHF, the 270,519 shares owned by MHFII, the 174,214 shares owned by MLC, and the 220,100 shares owned by Titan, or an aggregate of 723,168 shares of Common Stock, constituting approximately 4.97% of the shares outstanding.
	(xi)		Mr. Maltese directly owned no shares of Common Stock. By reason of his position as Managing Member of Holdings, SOAM, and Ventures, Mr. Maltese may be deemed to beneficially own the 9,121 shares owned by MP, the 49,214 shares owned by MHF, the 270,519 shares owned by MHFII, the 84,274 shares owned by MO, the 174,214 shares owned by MLC, the 37,654 shares owned by MLCO, the 220,100 shares owned by Titan, and the 150,000 shares owned by SCP, or an aggregate of 995,096 shares of Common Stock, constituting approximately 6.84% of the shares outstanding.
	(xii)		In the aggregate, the Reporting Persons beneficially own 995,096 shares of Common Stock, constituting approximately 6.84% of the shares outstanding.

(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.

SCHEDULE 13G

CUSIP No.35137T108

Page 15 of 17 Pages

(ii) Shared power to vote or to direct the vote:

MP:	9,121	MO:	84,274	SCAP:	150,000	SOAM:	995,096
MHF:	49,214	MLC:	174,214	TITAN:	220,100	MR. MALTESE:	995,096
MHFII:	270,519	MLCO:	37,654	HOLDINGS:	723,168

(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:	9,121	MO:	84,274	SCAP:	150,000	SOAM:	995,096
MHF:	49,214	MLC:	174,214	TITAN:	220,100	MR. MALTESE:	995,096
MHFII:	270,519	MLCO:	37,654	HOLDINGS:	723,168

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 February 14, 2011.]

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: February 14, 2011


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	By:	SOAM Holdings, LLC,
	Terry Maltese		the sole general partner
	Director	By:	/s/ Terry Maltese
			Terry Maltese Managing Member


SOAM CAPITAL PARTNERS, L.P.		Sandler O'Neill Asset
		Management LLC

By:	SOAM Venture Holdings, LLC	By:	/s/ Terry Maltese
By:	/s/ Terry Maltese		Terry Maltese
	Terry Maltese		President
	Managing Member



SOAM Holdings, LLC		Terry Maltese

By:	/s/ Terry Maltese	By:	/s/ Terry Maltese
	Terry Maltese Managing Member		Terry Maltese


Malta MLC Fund, LP

By:	SOAM Holdings, LLC, the sole general partner	Malta MLC Offshore Fund, LTD

By:	/s/ Terry Maltese	By:	/s/ Terry Maltese
	Terry Maltese Managing Member		Terry Maltese Managing Member


Malta Titan Fund, L.P.

By:		SOAM Holdings, LLC, the sole general partner

By:		/s/ Terry Maltese
		Terry Maltese Managing Member

Page 16 of 17

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: February 14, 2011


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	By:	SOAM Holdings, LLC,
	Terry Maltese		the sole general partner
	Director	By:	/s/ Terry Maltese
			Terry Maltese Managing Member


SOAM CAPITAL PARTNERS, L.P.		Sandler O'Neill Asset
		Management LLC

By:	SOAM Venture Holdings, LLC	By:	/s/ Terry Maltese
By:	/s/ Terry Maltese		Terry Maltese
	Terry Maltese		President
	Managing Member



SOAM Holdings, LLC		Terry Maltese

By:	/s/ Terry Maltese	By:	/s/ Terry Maltese
	Terry Maltese Managing Member		Terry Maltese


Malta MLC Fund, LP

By:	SOAM Holdings, LLC, the sole general partner	Malta MLC Offshore Fund, LTD

By:	/s/ Terry Maltese	By:	/s/ Terry Maltese
	Terry Maltese Managing Member		Terry Maltese Managing Member


Malta Titan Fund, L.P.

By:		SOAM Holdings, LLC, the sole general partner

By:		/s/ Terry Maltese
		Terry Maltese Managing Member

Page 17 of 17

SK 27061 0001 1170939