HF Financial Corp |
(Name of Issuer)
|
Common Stock, par value $0.01 per share |
(Title of Class of Securities)
|
404172108 |
(CUSIP Number)
|
Mr. Terry Maltese, Sandler O'Neill Asset Management LLC,
150 East 52nd Street, 30th Floor, New York, NY 10022
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
September 30, 2011 |
(Date of Event which Requires Filing of this Statement)
|
Exhibit Index located on Page 15-16
|
SEC 1746 (12-91)
|
CUSIP No. 404172108
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Page 2 of 16 Pages
|
1.
|
Name of Reporting Person
S.S. or I.R.S. Identification No. of above 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.
|
Source of Funds*
00
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizen or Place of Organization
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. Sole Voting Power
8. Shared Voting Power
655,900
9. Sole Dispositive Power
10. Shared Dispositive Power
655,900
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
655,900
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
9.40%
|
|||
14.
|
Type of Reporting Person*
00
|
CUSIP No. 404172108
|
Page 3 of 16 Pages
|
1.
|
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
SOAM Holdings, LLC
|
|||
2.
|
Check the Appropriate Box if a Member of a Group*
|
(a) ¨
(b) ¨
|
||
|
||||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds*
00
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizen or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. Sole Voting Power
8. Shared Voting Power
403,900
9. Sole Dispositive Power
10. Shared Dispositive Power
403,900
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
403,900
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
5.79%
|
|||
14.
|
Type of Reporting Person*
00
|
CUSIP No. 404172108
|
Page 4 of 16 Pages
|
1.
|
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Malta Partners, L.P.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group*
|
(a) ¨
(b) ¨
|
||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds*
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizen or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. Sole Voting Power
8. Shared Voting Power
11,100
9. Sole Dispositive Power
10. Shared Dispositive Power
11,100
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,100
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
0.16%
|
|||
14.
|
Type of Reporting Person*
PN
|
CUSIP No. 404172108
|
Page 5 of 16 Pages
|
1.
|
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Malta Hedge Fund, L.P.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group*
|
(a) ¨
(b) ¨
|
||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds*
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizen or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. Sole Voting Power
8. Shared Voting Power
60,100
9. Sole Dispositive Power
10. Shared Dispositive Power
60,100
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
60,100
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
0.86%
|
|||
14.
|
Type of Reporting Person*
PN
|
CUSIP No. 404172108
|
Page 6 of 16 Pages
|
1.
|
Name of Reporting Person
S.S. or I.R.S. Identification No. of above 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.
|
Source of Funds*
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizen or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. Sole Voting Power
8. Shared Voting Power
330,800
9. Sole Dispositive Power
10. Shared Dispositive Power
330,800
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
330,800
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
4.74%
|
|||
14.
|
Type of Reporting Person*
PN
|
CUSIP No. 404172108
|
Page 7 of 16 Pages
|
1.
|
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Malta Offshore, Ltd
|
|||
2.
|
Check the Appropriate Box if a Member of a Group*
|
(a) ¨
(b) ¨
|
||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds*
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizen or Place of Organization
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. Sole Voting Power
8. Shared Voting Power
103,000
9. Sole Dispositive Power
10. Shared Dispositive Power
103,000
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
103,000
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
1.48%
|
|||
14.
|
Type of Reporting Person*
CO
|
CUSIP No. 404172108
|
Page 8 of 16 Pages
|
1.
|
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
SOAM Capital Partners, L.P.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group*
|
(a) ¨
(b) ¨
|
||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds*
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizen or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. Sole Voting Power
8. Shared Voting Power
149,000
9. Sole Dispositive Power
10. Shared Dispositive Power
149,000
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
149,000
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
2.14%
|
|||
14.
|
Type of Reporting Person*
PN
|
CUSIP No. 404172108
|
Page 9 of 16 Pages
|
1.
|
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Terry Maltese
|
|||
2.
|
Check the Appropriate Box if a Member of a Group*
|
(a) ¨
(b) ¨
|
||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds*
00
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizen or Place of Organization
USA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. Sole Voting Power
8. Shared Voting Power
655,900
9. Sole Dispositive Power
10. Shared Dispositive Power
655,900
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
655,900
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
9.40%
|
|||
14.
|
Type of Reporting Person*
IN
|
(i)
|
MP beneficially owned 11,100 shares of Common Stock, constituting approximately 0.16% of the shares outstanding.
|
(ii)
|
MHF beneficially owned 60,100 shares of Common Stock, constituting approximately 0.86% of the shares outstanding.
|
(iii)
|
MHFII beneficially owned 330,800 shares of Common Stock, constituting approximately 4.74% of the shares outstanding.
|
(iv)
|
MO beneficially owned 103,000 shares of Common Stock, constituting approximately 1.48% of the shares outstanding.
|
(v)
|
SCP beneficially owned 149,000 shares of Common Stock, constituting approximately 2.14% of the shares outstanding.
|
||
(vi)
|
SOAM owned directly no shares of Common Stock. By reason of its position as management company for MP, MHF, MHFII, MO, and as an affiliate of Ventures, management company for SCP, under the provisions of Rule 13d-3, SOAM may be deemed to beneficially own the 11,100 shares owned by MP, the 60,100 shares owned by MHF, the 330,800 shares owned by MHFII, the 103,000 shares owned by MO, and the 149,000 shares owned by SCP, and an additional 1,900 shares owned by another private investment fund in which SOAM is Managing Member of the management company, or an aggregate of 655,900 shares of Common Stock, constituting approximately 9.40% of the shares outstanding.
|
(vii)
|
Holdings owned directly no shares of Common Stock. By reason of its position as general partner of MP, MHF and MHFII, under the provisions of Rule 13d-3 of the Securities and Exchange Commission ("Rule 13d-3"), Holdings may be deemed to beneficially own the 11,100 shares owned by MP, the 60,100 shares owned by MHF, and the 330,800 shares owned by MHFII, and an additional 1,900 shares owned by another private investment fund in which Holdings is the managing member of the general partner, or an aggregate of 403,900 shares of Common Stock, constituting approximately 5.79% of the shares outstanding.
|
(viii)
|
Mr. Maltese directly owned no shares of Common Stock. By reason of his position as Managing Member of Holdings, SOAM, Ventures, and an additional private investment fund, Mr. Maltese may be deemed to beneficially own the 11,100 shares owned by MP, the 60,100 shares owned by MHF, the 330,800 shares owned by MHFII, the 103,000 shares owned by MO, the 149,000 shares owned by SCP, and 1,900 shares of the additional private investment fund, or aggregate of 655,900 shares of Common Stock, constituting approximately 9.40% of the shares outstanding.
|
(ix)
|
In the aggregate, the Reporting Persons beneficially own 655,900 shares of Common Stock, constituting approximately 9.40% of the shares outstanding.
|
(x)
|
S.O. Holdings directly owned no shares of Common Stock.
|
Date
|
Transaction
|
Price
|
Shares
|
Ø
|
Date
|
Transaction
|
Price
|
Shares
|
Ø
|
Date
|
Transaction
|
Price
|
Shares
|
Ø
|
Date
|
Transaction
|
Price
|
Shares
|
Ø
|
Date
|
Transaction
|
Price
|
Shares
|
Ø
|
Exhibit 1
|
Written Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) of the Securities and Exchange Commission
|
|
Exhibit 2
|
Letter from Reporting Persons to members of the Board of the Company
|
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
|
|||||
the sole general partner
|
Terry Maltese
|
|||||||
President
|
||||||||
By:
|
/s/ Terry Maltese
|
|
||||||
Terry Maltese
|
||||||||
Managing Member
|
SOAM Holdings, LLC
|
Terry Maltese
|
|||||||
By:
|
/s/ Terry Maltese
|
By:
|
/s/ Terry Maltese
|
|||||
Terry Maltese
Managing Member
|
Terry Maltese
|
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
|
|||||
the sole general partner
|
Terry Maltese
|
|||||||
President
|
||||||||
By:
|
/s/ Terry Maltese
|
|
||||||
Terry Maltese
|
||||||||
Managing Member
|
SOAM Holdings, LLC
|
Terry Maltese
|
|||||||
By:
|
/s/ Terry Maltese
|
By:
|
/s/ Terry Maltese
|
|||||
Terry Maltese
Managing Member
|
Terry Maltese
|