Unassociated Document

0001133796-11-000166.txt : 20110510 0001133796-11-000166.hdr.sgml : 20110510 20110510163139 ACCESSION NUMBER: 0001133796-11-000166 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20110510 DATE AS OF CHANGE: 20110510 GROUP MEMBERS: BETH LASHLEY, TRUSTEE, DORIS LASHLEY TESTAMENTARY TRUST GROUP MEMBERS: FINANCIAL EDGE FUND, L.P. GROUP MEMBERS: FINANCIAL EDGE-STRATEGIC FUND, L.P. GROUP MEMBERS: GOODBODY/PL CAPITAL, L.P. GROUP MEMBERS: GOODBODY/PL CAPITAL, LLC GROUP MEMBERS: JOHN W. PALMER GROUP MEMBERS: PL CAPITAL ADVISORS, LLC GROUP MEMBERS: PL CAPITAL/FOCUSED FUND, L.P. GROUP MEMBERS: RICHARD J. LASHLEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Polonia Bancorp CENTRAL INDEX KEY: 0001368252 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82347 FILM NUMBER: 11828628 BUSINESS ADDRESS: STREET 1: 3993 HUNTINGDON PIKE STREET 2: 3RD FLOOR CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 BUSINESS PHONE: 215-938-8800 MAIL ADDRESS: STREET 1: 3993 HUNTINGDON PIKE STREET 2: 3RD FLOOR CITY: HUNTINGDON VALLEY STATE: PA ZIP: 19006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PL Capital, LLC CENTRAL INDEX KEY: 0001518768 IRS NUMBER: 364050713 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 EAST JEFFERSON AVENUE, SUITE 22 CITY: NAPERVILLE STATE: IL ZIP: 60540 BUSINESS PHONE: 630-848-1340 MAIL ADDRESS: STREET 1: 20 EAST JEFFERSON AVENUE, SUITE 22 CITY: NAPERVILLE STATE: IL ZIP: 60540 SC 13D/A 1 k221647_sc13d-a.htm Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)

POLONIA BANCORP

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

73158P101

(CUSIP Number)

Mr. Richard J. Lashley

PL Capital, LLC

20 E. Jefferson Ave.

Suite 22

Naperville, IL 60540

973-360-1666

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 6, 2011

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box £.

CUSIP No. 73158P101

1	NAME OF REPORTING PERSON PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 185,667
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 185,667
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 185,667
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 73158P101

1	NAME OF REPORTING PERSON Financial Edge Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 127,989
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 127,989
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 127,989
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13	PERCENT O F CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 73158P101

1	NAME OF REPORTING PERSON Financial Edge—Strategic Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 56,089
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 56,089
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,089
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 73158P101

1	NAME OF REPORTING PERSON Goodbody/PL Capital, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 63,758
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 63,758
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,758
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 73158P101

1	NAME OF REPORTING PERSON PL Capital/Focused Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,589
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,589
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,589
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) <0.1%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 73158P101

1	NAME OF REPORTING PERSON Goodbody/PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 63,758
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 63,758
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,758
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 73158P101

1	NAME OF REPORTING PERSON PL Capital Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 249,425
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 249,425
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 249,425
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 73158P101

1	NAME OF REPORTING PERSON John W. Palmer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 249,425
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 249,425
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 249,425
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 73158P101

1	NAME OF REPORTING PERSON Richard J. Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 251,425
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 251,425
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 251,425
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 73158P101

1	NAME OF REPORTING PERSON Beth Lashley, Trustee for the Doris Lashley Testamentary Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,000
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) <0.1%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 73158P101

Item 1.

Security and Issuer

This amended Schedule 13D relates to the common stock, par value $0.01 per share (“Common Stock”), of Polonia Bancorp (the “Company”). The address of the principal executive offices of the Company is 3993 Huntingdon Pike, 3rd Floor, Huntingdon Valley, PA 19006.

Item 2.

Identity and Background

This amended Schedule 13D is being filed jointly by the parties identified below. All of the filers of this amended Schedule 13D are collectively the “PL Capital Group.” The joint filing agreement of the members of the PL Capital Group is filed as Exhibit 1 to this amended Schedule 13D.

Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”);

Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”);

PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”);

PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund;

PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL Capital, L.P.;

Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”);

Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and General Partner of Goodbody/PL LP; and

John W. Palmer and Richard J. Lashley, as Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC.

Richard J. Lashley as beneficiary of the Doris Lashley Testamentary Trust.

Beth R. Lashley, as Trustee of the Doris Lashley Testamentary Trust.

CUSIP No. 73158P101

(a)-(c) This statement is filed by Mr. John W. Palmer, Mr. Richard J. Lashley and Beth R. Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:

(1)

shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic and Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital, the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund, and (B) PL Capital Advisors, the investment advisor for Financial Edge Fund, Financial Edge Strategic and Focused Fund; and

(2)

shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC, the General Partner of Goodbody/PL LP and (B) PL Capital Advisors, the investment advisor for Goodbody/PL LP; and

(3)

shares of Common Stock held in the name of the Doris Lashley Testamentary Trust, in Mr. Lashley’s capacity as beneficiary and Mrs. Lashley’s capacity as Trustee.

The business address of Financial Edge Fund, Financial Edge Strategic, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, John Palmer and Richard 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, Goodbody/PL LP, PL Capital Advisors and Goodbody/PL LLC are engaged in various interests, including investment.

The business address of the Doris Lashley Testamentary Trust is c/o Beth R. Lashley, Trustee, 2 Trinity Place, Warren, NJ 07059. The Doris Lashley Testamentary Trust is a testamentary trust which holds various investments and other assets.

The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC. Mrs. Lashley is a former Certified Public Accountant who 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) Each natural person who is a member of the PL Capital Group is a citizen of the United States.

CUSIP No. 73158P101

Item 3.

Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group owns 251,425 shares of Common Stock of the Company acquired at an aggregate cost of $2,425,716.

The amount of funds expended by Financial Edge Fund to acquire the 127,989 shares of Common Stock it holds in its name is $1,239,709. Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin provided by BNP Paribas Prime Brokerage Inc. (“BNP Paribas”) on such firm’s usual terms and conditions.

The amount of funds expended by Financial Edge Strategic to acquire the 56,089 shares of Common Stock it holds in its name is $542,779. Such funds were provided from Financial Edge Strategic’s available capital and from time to time by margin provided by BNP Paribas on such firm’s usual terms and conditions.

The amount of funds expended by Focused Fund to acquire the 1,589 shares of Common Stock it holds in its name is $5,827. Such funds were provided from Focused Fund’s available capital and from time to time by margin provided by BNP Paribas on such firm’s usual terms and conditions.

The amount of funds expended by Goodbody/PL LP to acquire the 63,758 shares of Common Stock it holds in its name is $618,073. Such funds were provided from Goodbody/PL LP’s available capital and from time to time by margin provided by BNP Paribas on such firm’s usual terms and conditions.

The amount of funds expended by the Doris Lashley Testamentary Trust to acquire the 2,000 shares of Common Stock it holds in its name is $19,328. Such funds were provided from the Trust’s available capital.

Any purchases of Common Stock made by members of the PL Capital Group using funds borrowed from BNP Paribas, if any, were made in margin transactions on that firm’s usual terms and conditions. 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 other than Goodbody/PL LP.

Item 4.

Purpose of Transaction

This is the second amendment to the initial Schedule 13D, dated May 10, 2007, which was filed with the Securities and Exchange Commission on May 18, 2007. The PL Capital Group owns 8.0% of the Company, based upon the Company’s aggregate outstanding shares. PL Capital Group owns 18.8% of the outstanding shares held by the public, excluding shares held by Polonia MHC, the mutual holding company parent of the Company.

CUSIP No. 73158P101

PL Capital Group’s intent is to influence the policies of the Company and assert PL Capital Group’s shareholder rights, with a goal of maximizing the value of the Common Stock. In this regard, PL Capital Group’s principals mailed a letter dated May 6, 2011 to Polonia’s Board of Directors urging the Company to complete a “second step” capital raise. A copy of the letter is attached as Exhibit 2 to this amended Schedule 13D, along with a related press release which is attached as Exhibit 3 to this amended Schedule 13D.

As of the date of this filing, the PL Capital Group does not have an intent, nor has it reserved the right, to engage in a control transaction, or any contested solicitation for the election of directors.

Members of the PL Capital Group may make further purchases of shares of Common Stock, although the PL Capital Group has no present intention of increasing PL Capital Group’s aggregate holdings above 9.999% of the Company’s outstanding Common Stock. Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.

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 amended 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.

Item 5.

Interest in Securities of the Company

The percentages used in this amended Schedule 13D are calculated based upon the 3,157,096 common shares of Common Stock that the Company reported as outstanding as of March 31, 2011, in its Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 22, 2011.

The PL Capital Group made transactions in the Common Stock within the past 60 days as noted below:

(A)	Financial Edge Fund

(a)-(b)

See cover page.

(c)

Financial Edge Fund made no purchases or sales of Common Stock in the past 60 days.

(d)

Because Messrs. Palmer and 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. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Fund over the shares of Common Stock that Financial Edge Fund holds.

CUSIP No. 73158P101

(B)	Financial Edge Strategic

(a)-(b)

See cover page.

(c)

Financial Edge Strategic made no purchases or sales of Common Stock in the past 60 days.

(d)

Because Messrs. Palmer and 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. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Strategic over the shares of Common Stock that Financial Edge Strategic holds.

(a)-(b)

See cover page.

(c)

Focused Fund made no purchases or sales of Common Stock in the past 60 days.

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the General Partner of Focused Fund, they have the power to direct the affairs of Focused Fund, including the voting and disposition of shares of Common Stock held in the name of Focused Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Focused Fund over the shares of Common Stock that Focused Fund holds.

(D) Goodbody/PL LP

(a)-(b)

See cover page.

(c)

Goodbody/PL LP made no purchases or sales of Common Stock in the past 60 days.

(d)

Goodbody/PL LLC is the General Partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Goodbody/PL LLC over the shares of Common Stock held by Goodbody/PL LP.

CUSIP No. 73158P101

(E) 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 Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with PL Capital over the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.

(F) PL Capital Advisors

(a)-(b)

See cover page.

(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, Focused Fund and Goodbody/PL LP. Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with PL Capital Advisors over the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.

(G) Goodbody/PL LLC

(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 Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LLC. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Goodbody/PL LLC over the shares of Common Stock held by Goodbody/PL LP.

CUSIP No. 73158P101

(H) John W. Palmer

(a)-(b)

See cover page.

(c)

Mr. Palmer did not purchase or sell any shares of Common Stock within the past 60 days.

(I) Richard J. Lashley

(a)-(b)

See cover page.

(c)

Mr. Lashley did not purchase or sell any shares of Common Stock within the past 60 days.

(J) Doris Lashley Testamentary Trust; Beth Lashley, Trustee; Richard Lashley, Beneficiary

(a)-(b)

See cover page.

(c)

The Doris Lashley Testamentary Trust made no purchases or sales of Common Stock within the past 60 days.

(d)

Beth Lashley is the Trustee, and Richard Lashley is the beneficiary, of the Doris Lashley Testamentary Trust (the Trust). Because Beth Lashley is the Trustee of the Trust she has the power to direct the affairs of the Trust. Therefore, Beth Lashley has voting and dispositive power over the shares of Common Stock held by the Trust.

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 is entitled to an allocation of a portion of profits, if any. With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, PL Capital Advisors is entitled to a management fee based upon a percentage of total capital. With respect to Goodbody/PL LP, Goodbody/PL LLC is entitled to an allocation of a portion of profits, if any.

Other than the foregoing arrangements and the Joint Filing Agreement filed as Exhibit 1 to this amended Schedule 13D, 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.

CUSIP No. 73158P101

Item 7.

Material to be Filed as Exhibits

Exhibit No. Description

Joint Filing Agreement.

Letter dated May 6, 2011 from PL Capital’s principals Messrs. Lashley and Palmer to the Board of Directors of Polonia.

Press Release dated May 9, 2011.

CUSIP No. 73158P101

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: May 9, 2011

FINANCIAL EDGE FUND, L.P.

By:	PL CAPITAL, LLC
	General Partner

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

FINANCIAL EDGE-STRATEGIC FUND, L.P.

By:	PL CAPITAL, LLC
	General Partner

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

PL CAPITAL/FOCUSED FUND, L.P.

By:	PL CAPITAL, LLC
	General Partner

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

CUSIP No. 73158P101

GOODBODY/PL CAPITAL, L.P.

By:	GOODBODY/PL CAPITAL, LLC
	General Partner

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

GOODBODY/PL CAPITAL, LLC

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

PL CAPITAL ADVISORS, LLC

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

PL CAPITAL, LLC

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

DORIS LASHLEY TESTAMENTARY TRUST

By:	/s/ Beth R. Lashley
	Trustee

By:	/s/ John W. Palmer
	John W. Palmer

By:	/s/ Richard J. Lashley
	Richard J. Lashley

EX-99.1 2 k221647_ex99-1.htm Unassociated Document

CUSIP No. 73158P101

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: May 9, 2011

FINANCIAL EDGE FUND, L.P.

By:	PL CAPITAL, LLC
	General Partner

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

FINANCIAL EDGE-STRATEGIC FUND, L.P.

By:	PL CAPITAL, LLC
	General Partner

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

PL CAPITAL/FOCUSED FUND, L.P.

By:	PL CAPITAL, LLC
	General Partner

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

CUSIP No. 73158P101

GOODBODY/PL CAPITAL, L.P.

By:	GOODBODY/PL CAPITAL, LLC
	General Partner

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

GOODBODY/PL CAPITAL, LLC

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

PL CAPITAL ADVISORS, LLC

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

PL CAPITAL, LLC

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

DORIS LASHLEY TESTAMENTARY TRUST

By:	/s/ Beth R. Lashley
	Trustee

By:	/s/ John W. Palmer
	John W. Palmer

By:	/s/ Richard J. Lashley
	Richard J. Lashley

EX-99.2 3 k221647_ex99-2.htm Unassociated Document

EXHIBIT 2

May 6, 2011

The Board of Directors

c/o Mr. Paul Rutkowski

Chief Financial Officer and Corporate Secretary

Polonia Bancorp

3993 Huntingdon Pike

3rd Floor

Huntingdon Valley, PA 19006

Dear Sirs:

We are the largest shareholder of Polonia Bancorp (Polonia), a position we have held continuously since shortly after Polonia’s January 2007 “first step” initial public offering (IPO). We own 251,425 shares, which equals 18.8% of the public shares outstanding and 8.0% of the total shares outstanding, which includes the shares held by Polonia MHC. As discussed in more detail below, we are writing to urge Polonia to complete a so-called “second step” transaction.

To date, we have remained passive investors in Polonia, although we have continuously monitored Polonia’s performance. Unfortunately, except for Polonia’s recent purchase of Earthstar Bank in a failed bank acquisition and Polonia’s relatively clean asset quality, Polonia’s operating and financial performance has been weak, as noted below:

Polonia lost money in 2005, 2006, 2007 and 2008;

Polonia earned $331 thousand in 2009, due almost entirely to non-recurring gains on sales of investment securities (even with the gains included the return on equity was only 1.6%);

Polonia earned $3.2 million in 2010, due entirely to the bargain purchase gain on the Earthstar Bank acquisition and gains on sales of investment securities;

Since the January 2007 IPO, Polonia’s total equity has only increased by $2.7 million, which is due entirely to the Earthstar Bank bargain purchase gain, as core operations have contributed nothing;

Polonia’s holding company has minimal cash left (for buybacks and dividends) which combined with the Earthstar Bank acquisition has caused Polonia to recently suspend its common stock buyback program;

Since the January 2007 IPO, Polonia has bought back a mere 149,154 shares in total, less than 5% of the total shares outstanding at the IPO date and 10% of the publicly outstanding shares;

The stock has declined 43% since the January 2007 IPO, from $10.00 to the most recent price of $5.75; and

Polonia has never paid any dividends to shareholders.

Notwithstanding this weak performance, we have voted in favor of the board’s recommendations each year and supported the issuance of free stock and options under Polonia’s 2007 Equity Incentive Plan. We have also not privately or publicly objected to Polonia’s very lucrative supplemental executive retirement plans and other perquisites enjoyed by the senior officers, paid for with shareholders’ capital because Polonia is not earning any money itself. We even plan to vote FOR the directors nominated by Polonia at the upcoming annual meeting.

While we plan to vote for the board’s nominees at the upcoming meeting, we want to take this opportunity to urge the board to promptly complete a “second step” transaction. We believe the time to complete a second step transaction is now because there is no benefit to shareholders to waiting to complete a second step transaction, for the following reasons:

As noted above, shareholders have not yet received any value from Polonia since its IPO;

Since Polonia is not currently paying any dividends, shareholders are not being compensated for waiting for a second step;

There is no longer any potential accretion (to the second step valuation) from stock buybacks because the buyback program has been suspended; and

There is little potential for accretion in book value or accretion to the second step valuation due to accumulated earnings because it is unlikely Polonia will have significant earnings in 2011 or 2012.

The reasons and benefits to shareholders for completing a second step transaction currently include the following:

The market for second step transactions has recently been favorable, after several years of poor conditions.

We believe that Polonia would be able to complete a second step transaction at a reasonably attractive valuation for shareholders (a likely premium to the current stock price) as noted below:

A second step transaction completed at 65% of pro-forma book value would generate an exchange ratio of approximately $8.30 and at 70% of pro-forma book value would generate an exchange ratio of approximately $9.30—compared to the current price of $5.75.

A second step transaction would:

Create more liquidity in the stock;

Create capital for stock buybacks, dividends, benefit plans to reward and retain key employees and an increased ESOP for all employees;

Provide capital for future growth; and

Improve regulatory capital ratios.

The upcoming merger of Polonia’s primary federal regulator, the Office of Thrift Supervision (OTS) into the Office of the Comptroller of the Currency (OCC) creates regulatory risk and uncertainty for all MHCs, including Polonia.

Frankly, we see no reason for the board to delay a second step transaction. In our opinion, failing to take advantage of this window of opportunity to effect a second step transaction would be negligent on the part of the board. So, we strongly encourage the board to approve and complete a second step transaction as soon as practicable.

Please ensure that each director receives a copy of this letter. A copy of this letter will be attached to an upcoming Schedule 13D filing and we plan to issue a press release describing this letter. We would be pleased to discuss this letter with management and/or the board at any time.

Regards,

Richard Lashley Principal	John Wm. Palmer Principal

EX-99.3 4 k221647_ex99-3.htm Unassociated Document

EXHIBIT 3

PL Capital Group, Polonia Bancorp’s Largest Outside Shareholder, Calls for “Second Step” Transaction

May 9, 2011, CHATHAM, N.J.—In an effort to create shareholder value, the largest outside shareholder of Polonia Bancorp (the “Company”) (OTCBB: PBCP), the PL Capital Group, announced today that it has urged the Company to commence a so-called “second step” transaction as soon as practicable. The PL Capital Group outlined the benefits to shareholders that it sees of completing such transaction in a letter to the Company’s board of directors dated May 6, 2011.

While the PL Capital Group generally supports the Company’s management, despite the fact that the Company’s operating and financial performance have been weak over the past six years and the stock has declined 43% since the 2007 IPO, the PL Capital Group firmly believes that completing a second step transaction as soon as practicable is in the best interests of the Company and its shareholders. As the PL Capital Group noted in the letter to the board, it believes the time to complete a second step transaction is now because:

The market for second step transactions has recently been favorable, after several years of poor conditions;

Shareholders have not yet received any value from the Company since its IPO;

The Company is not currently paying any dividends, so shareholders are not being compensated for waiting for a second step;

There is no longer any potential accretion (to the second step valuation) from stock buybacks because the buyback program has been suspended; and

There is little potential for accretion in book value or accretion to the second step valuation due to accumulated earnings because the Company is unlikely to have significant earnings in 2011 or 2012.

The PL Capital Group also noted in the letter to the board that it believes a second step transaction is in the best interests of the Company and its shareholders because:

It believes that the Company would be able to complete a second step transaction at a reasonably attractive valuation for shareholders (a likely premium to the current stock price) as noted below:

A second step transaction would:

Create more liquidity in the stock;

Create capital for stock buybacks, dividends, benefit plans to reward and retain key employees and an increased ESOP for all employees;

Provide capital for future growth; and

Improve regulatory capital ratios.

In the letter to the board, the PL Capital Group went on to state that it can “see no reason for the board to delay a second step transaction. In [its] opinion, failing to take advantage of this window of opportunity to effect a second step transaction would be negligent on the part of the board.” For this reason, the PL Capital Group is strongly encouraging the board to approve and complete a second step transaction as soon as practicable.

Contact: PL Capital Group, Richard Lashley (973-360-1666) or John Palmer (630-848-1340)

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