Exhibit Index located on Page 15
|
SEC 1746 (12-91)
|
CUSIP No. 454674102
|
Page 2 of 15 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
234,200
9. Sole Dispositive Power
10. Shared Dispositive Power
234,200
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
234,200
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.84%
|
|||
14.
|
Type of Reporting Person*
00
|
CUSIP No. 454674102
|
Page 3 of 15 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
190,000
9. Sole Dispositive Power
10. Shared Dispositive Power
190,000
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
190,000
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
5.55%
|
|||
14.
|
Type of Reporting Person*
00
|
CUSIP No. 454674102
|
Page 4 of 15 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
4,600
9. Sole Dispositive Power
10. Shared Dispositive Power
4,600
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,600
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
0.13%
|
|||
14.
|
Type of Reporting Person*
PN
|
CUSIP No. 454674102
|
Page 5 of 15 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
25,600
9. Sole Dispositive Power
10. Shared Dispositive Power
25,600
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
25,600
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
0.75%
|
|||
14.
|
Type of Reporting Person*
PN
|
CUSIP No. 454674102
|
Page 6 of 15 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
142,000
9. Sole Dispositive Power
10. Shared Dispositive Power
142,000
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
142,000
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
4.15%
|
|||
14.
|
Type of Reporting Person*
PN
|
CUSIP No. 454674102
|
Page 7 of 15 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
44,200
9. Sole Dispositive Power
10. Shared Dispositive Power
44,200
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
44,200
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
1.29%
|
|||
14.
|
Type of Reporting Person*
CO
|
CUSIP No. 454674102
|
Page 8 of 15 Pages
|
1.
|
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
SOAM Phoenix 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
17,800
9. Sole Dispositive Power
10. Shared Dispositive Power
17,800
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
17,800
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
0.52%
|
|||
14.
|
Type of Reporting Person*
PN
|
CUSIP No. 454674102
|
Page 9 of 15 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
234,200
9. Sole Dispositive Power
10. Shared Dispositive Power
234,200
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
234,200
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
6.84%
|
|||
14.
|
Type of Reporting Person*
IN
|
(i)
|
MP beneficially owned 4,600 shares of Common Stock, constituting approximately 0.13% of the shares outstanding.
|
(ii)
|
MHF beneficially owned 25,600 shares of Common Stock, constituting approximately 0.75% of the shares outstanding.
|
(iii)
|
MHFII beneficially owned 142,000 shares of Common Stock, constituting approximately 4.15% of the shares outstanding.
|
(iv)
|
MO beneficially owned 44,200 shares of Common Stock, constituting approximately 1.29% of the shares outstanding.
|
(v)
|
Phoenix beneficially owned 17,800 shares of Common Stock, constituting approximately 0.52% 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, Phoenix and investment manager for MO, under the provisions of Rule 13d-3, SOAM may be deemed to beneficially own the 4,600 shares owned by MP, the 25,600 shares owned by MHF, the 142,000 shares owned by MHFII, the 44,200 shares owned by MO, and the 17,800 shares owned by Phoenix or an aggregate of 234,200 shares of Common Stock, constituting approximately 6.84% of the shares outstanding.
|
(vii)
|
Holdings owned directly no shares of Common Stock. By reason of its position as general partner of MP, MHF, MHFII, and Phoenix under the provisions of Rule 13d-3 of the Securities and Exchange Commission (“Rule 13d-3”), Holdings may be deemed to beneficially own the 4,600 shares owned by MP, the 25,600 shares owned by MHF, the 142,000 shares owned by MHFII, and the 17,800 shares owned by Phoenix or an aggregate of 190,000 shares of Common Stock, constituting approximately 5.55% of the shares outstanding.
|
(viii)
|
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 4,600 shares owned by MP, the 25,600 shares owned by MHF, the 142,000 shares owned by MHFII, the 44,200 shares owned by MO, and the 17,800 shares of Phoenix, or an aggregate of 234,200 shares of Common Stock, constituting approximately 6.84% of the shares outstanding.
|
(viii)
|
In the aggregate, the Reporting Persons beneficially own 234,200 shares of Common Stock, constituting approximately 6.84% of the shares outstanding.
|
(ix)
|
S.O. Holdings directly owned no shares of Common Stock.
|
Date
|
Transaction
|
Price
|
Shares
|
|||
11/22/11
|
Purchase
|
14.0500
|
200
|
|||
12/28/11
|
Purchase
|
14.3425
|
100
|
Date
|
Transaction
|
Price
|
Shares
|
|||
11/21/11
|
Purchase
|
13.9559
|
100
|
|||
11/22/11
|
Purchase
|
14.0500
|
1,800
|
|||
12/21/11
|
Purchase
|
14.3500
|
300
|
|||
12/28/11
|
Purchase
|
14.3425
|
200
|
Date
|
Transaction
|
Price
|
Shares
|
|||
11/04/11
|
Purchase
|
14.0395
|
100
|
|||
11/08/11
|
Purchase
|
14.0500
|
100
|
|||
11/21/11
|
Purchase
|
13.9559
|
900
|
|||
11/22/11
|
Purchase
|
14.0500
|
10,700
|
|||
11/23/11
|
Purchase
|
13.8500
|
200
|
|||
12/16/11
|
Purchase
|
14.3500
|
100
|
|||
12/19/11
|
Purchase
|
14.3425
|
300
|
|||
12/20/11
|
Purchase
|
14.3500
|
100
|
|||
12/21/11
|
Purchase
|
14.3500
|
1,600
|
|||
12/23/11
|
Purchase
|
14.3500
|
100
|
|||
12/27/11
|
Purchase
|
14.3371
|
100
|
Date
|
Transaction
|
Price
|
Shares
|
|||
11/21/11
|
Purchase
|
13.9559
|
300
|
|||
11/22/11
|
Purchase
|
14.0500
|
3,300
|
|||
11/23/11
|
Purchase
|
13.8500
|
100
|
|||
12/19/11
|
Purchase
|
14.3425
|
100
|
|||
12/21/11
|
Purchase
|
14.3500
|
500
|
|||
12/28/11
|
Purchase
|
14.3425
|
100
|
Date
|
Transaction
|
Price
|
Shares
|
|||
11/04/11
|
Purchase
|
14.0395
|
300
|
|||
11/08/11
|
Purchase
|
14.0500
|
200
|
|||
11/21/11
|
Purchase
|
13.9559
|
1,300
|
|||
11/22/11
|
Purchase
|
14.0500
|
15,700
|
|||
12/21/11
|
Purchase
|
14.3500
|
300
|
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
|
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,
the sole general partner
|
|||||
Terry Maltese
Director
|
By:
|
/s/ Terry Maltese
|
||||||
Terry Maltese
Managing Member
|
SANDLER O’NEILL ASSET
|
SOAM Phoenix Partners, L.P.
|
|||||||
MANAGEMENT, LLC
|
||||||||
By:
|
SOAM 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,
the sole general partner
|
|||||
Terry Maltese
Director
|
By:
|
/s/ Terry Maltese
|
||||||
Terry Maltese
Managing Member
|
SANDLER O’NEILL ASSET
|
SOAM Phoenix Partners, L.P.
|
|||||||
MANAGEMENT, LLC
|
||||||||
By:
|
SOAM 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
|