Unassociated Document

0001133796-11-000177.txt : 20110513 0001133796-11-000177.hdr.sgml : 20110513 20110513164034 ACCESSION NUMBER: 0001133796-11-000177 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110513 DATE AS OF CHANGE: 20110513 GROUP MEMBERS: BETH R. LASHLEY 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: Magyar Bancorp, Inc. CENTRAL INDEX KEY: 0001337068 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81304 FILM NUMBER: 11841618 BUSINESS ADDRESS: STREET 1: 400 SOMERSET STREET CITY: NEW BRUNSWICK STATE: NJ ZIP: 08901 BUSINESS PHONE: 732-249-2438 MAIL ADDRESS: STREET 1: 400 SOMERSET STREET CITY: NEW BRUNSWICK STATE: NJ ZIP: 08901 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 k222395_sc13da.htm Unassociated Document

CUSIP No. 55977T109

Page 1 of 22 Pages

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)

MAGYAR BANCORP, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

55977T109

(CUSIP Number)

Mr. Richard Lashley

PL Capital, LLC

20 East Jefferson Avenue

Suite 22

Naperville, IL 60540

(973) 360-1666

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 11, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box £.

CUSIP No. 55977T109

Page 2 of 22 Pages

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 319,272
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 319,272
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 319,272
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 55977T109

Page 3 of 22 Pages

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 188,212
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 188,212
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 188,212
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 55977T109

Page 4 of 22 Pages

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 82,548
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 82,548
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,548
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 55977T109

Page 5 of 22 Pages

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 75,774
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 75,774
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,774
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 55977T109

Page 6 of 22 Pages

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 75,774
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 75,774
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,774
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 55977T109

Page 7 of 22 Pages

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 395,046
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 395,046
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 395,046
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 55977T109

Page 8 of 22 Pages

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 395,046
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 395,046
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 395,046
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 55977T109

Page 9 of 22 Pages

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 408,570
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 408,570
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 408,570
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 55977T109

Page 10 of 22 Pages

1	NAME OF REPORTING PERSON Beth R. Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
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 25,000
		8	SHARED VOTING POWER 13,524
		9	SOLE DISPOSITIVE POWER 25,000
		10	SHARED DISPOSITIVE POWER 13,524
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,524
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 55977T109

Page 11 of 22 Pages

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 48,512
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 48,512
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,512
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 55977T109

Page 12 of 22 Pages

Item 1.

Security and Issuer

This amended Schedule 13D relates to the common stock, par value $0.01 per share (“Common Stock”), of Magyar Bancorp, Inc. (the “Company” or “Bancorp”). The address of the principal executive offices of the Company is 400 Somerset Street, New Brunswick, NJ 08901.

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 attached as Exhibit 1 to Amendment No. 1 to this 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, Goodbody/PL Capital, L.P. and Focused Fund;

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;

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

Richard J. Lashley, jointly with his wife Beth R. Lashley; and

Beth R. Lashley, as an individual and jointly with her husband Richard J. Lashley.

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(a)-(c) This statement is filed by Mr. John W. Palmer, Mr. Richard J. Lashley and Ms. 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;

(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;

(3)

shares of Common Stock held by Richard Lashley jointly with Beth Lashley; and

(4)

shares of Common Stock held by Beth Lashley in her record name and jointly with Richard Lashley.

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Beth Lashley, Mr. Palmer and Mr. 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 investments.

The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC.

Beth Lashley is 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) All of the individuals who are members of the PL Capital Group are citizens of the United States.

CUSIP No. 55977T109

Page 14 of 22 Pages

Item 3.

Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group owns 433,570 shares of Common Stock of the Company acquired at an aggregate cost of $3,742,042.

From time to time, members of the PL Capital Group may purchase Common Stock on margin provided by BNP Paribas Prime Brokerage Inc. (“BNP Paribas”) on such firms’ 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 from BNP or other loans outstanding secured by Common Stock except Goodbody/PL LP.

The amount of funds expended by Financial Edge Fund to acquire the 188,812 shares of Common Stock it holds in its name is $1,698,929. Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin loans provided by BNP Paribas.

The amount of funds expended by Financial Edge Strategic to acquire the 82,548 shares of Common Stock it holds in its name is $787,747. Such funds were provided from Financial Edge Strategic’s available capital and from time to time by margin loans provided by BNP Paribas.

The amount of funds expended by Focused Fund to acquire the 48,512 shares of Common Stock it holds in its name is $180,621. Such funds were provided from Focused Fund’s available capital and from time to time by margin loans provided by BNP Paribas.

The amount of funds expended by Goodbody/PL LP to acquire the 75,774 shares of Common Stock it holds in its name is $769,881. Such funds were provided from Goodbody/PL LP’s available capital and from time to time by margin loans provided by BNP Paribas.

The amount of funds expended by Richard and Beth Lashley to jointly acquire the 13,524 shares of Common Stock they hold jointly is $54,864. Such funds were provided from Mr. and Mrs. Lashley’s personal funds.

The amount of funds expended by Beth Lashley to acquire the 25,000 shares of Common Stock she holds in her name is $250,000. Such funds were provided from Ms. Lashley’s personal funds.

Item 4.

Purpose of Transaction

This is the PL Capital Group’s fifth amendment to its Schedule 13D filing. The PL Capital Group owns 7.5% of the Company’s Common Stock, based upon the Company’s aggregate outstanding shares as of February 1, 2011. PL Capital Group’s intent is to influence the policies of the Company and assert PL Capital Group’s stockholder rights. The PL Capital

CUSIP No. 55977T109

Page 15 of 22 Pages

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.

The PL Capital Group’s principals mailed a letter dated May 11, 2011 to the Company’s Board of Directors urging the Company to complete a remutalization transaction, and if that fails to maximize shareholder value, to pursue a “second step” capital raise. The PL Capital Group also requested that PL Capital Group principal Richard Lashley be added to the board of directors of Magyar Bancorp, Magyar Bank and Magyar MHC. A copy of the letter is attached as Exhibit 13 to this amended Schedule 13D.

On March 11, 2011, PL Capital Group issued a press release announcing that it had withheld its votes from the election of Joseph J. Lukacs, Jr. at the upcoming annual meeting of the Company scheduled to be held on March 16, 2011, and requesting that Mr. Lukacs step down as Chairman of the Company. A copy of the March 11, 2011 press release is attached as Exhibit 12 to Amendment No. 4 to this Schedule 13D.

On January 20, 2010, the PL Capital Group commenced distribution of a letter to stockholders dated January 15, 2010 and issued a press release dated January 20, 2010 stating the PL Capital Group’s intent to withhold its votes for the Company’s directors at the Company’s 2010 annual meeting of stockholders and encouraging other stockholders to do the same. A copy of the letter is attached as Exhibit 10 to Amendment No. 3 to this Schedule 13D and a copy of the press release is attached as Exhibit 11 to Amendment No. 3 to this Schedule 13D.

On November 5, 2009, Messrs. Palmer and Lashley sent a letter to the board of directors requesting that the board reduce director fees and take other actions. A copy of the letter is attached as Exhibit 4 to Amendment No. 2 to this Schedule 13D.

On October 7, 2009, Mr. Lashley sent a letter to the Company demanding a list of the stockholders of the Company and related stockholder information, a copy of which was attached as Exhibit 2 to Amendment No. 1 to this Schedule 13D. On October 16, 2009, the Company responded to the Company denying the request, a copy of which is attached as Exhibit 5 to Amendment No. 2 to this Schedule 13D. In response, the PL Capital Group sent a letter dated October 21, 2009 reiterating its demand, a copy of which is attached as Exhibit 6 to Amendment No. 2 to this Schedule 13D. The Company again refused the demand in a letter dated October 28, 2009, a copy of which is attached as Exhibit 7 to Amendment No. 2 to this Schedule 13D. In response, the PL Capital Group reiterated its demand and supplied additional information to the Company in a letter dated October 30, 2009, a copy of which is attached as Exhibit 8 to Amendment No. 2 to this Schedule 13D. Then the Company agreed to comply generally with the demand in a letter dated November 6, 2009, a copy of which is attached as Exhibit 9 to Amendment No. 2 to this Schedule 13D.

On March 19, 2009, Messrs. Lashley and Palmer made a presentation to the Company’s board of directors on various strategic alternatives for the Company. A copy of the presentation was attached as Exhibit 3 to Amendment No. 1 to this Schedule 13D.

CUSIP No. 55977T109

Page 16 of 22 Pages

Unless otherwise 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. 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 ever 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.

Item 5.

Interest in Securities of the Company

The percentages used in this amended Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 5,783,131, reported as the number of outstanding shares as of February 1, 2011, in the Company’s Quarterly Report on Form 10-Q filed on February 10, 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 the following purchases (and no sales) of Common Stock in the past 60 days:

Date	Number of Shares Purchased	Price per Share	Total (Cost)
05/03/2011	1,300	$ 4.21	$ (5,529)
05/09/2011	1,050	$ 4.32	$ (4584)

(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 disposition power with Financial Edge Fund with regard to those shares of Common Stock.

(B)	Financial Edge Strategic

(a)-(b)

See cover page.

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(c)

Financial Edge Strategic made the following purchases (and no sales) of Common Stock in the past 60 days:

Date	Number of Shares Purchased	Price per Share	Total (Cost)
05/03/2011	500	$ 4.21	$ (2,133)

(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 disposition power with Financial Edge Strategic with regard to those shares of Common Stock.

(C)	Focused Fund

(a)-(b)

See cover page.

(c)

Focused Fund made the following purchases (and no sales) of Common Stock in the past 60 days.

Date	Number of Shares Purchased	Price per Share	Total (Cost)
05/03/2011	400	$ 4.21	$ (1,708)

(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 with regard to those shares of Common Stock.

(D)	Goodbody/PL LP

(a)-(b)

See cover page.

(c)

Goodbody/PL LP made the following purchases (and no sales) of Common Stock in the past 60 days.

Date	Number of Shares Purchased	Price per Share	Total (Cost)
05/03/2011	400	$ 4.21	$ (1,708)

(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

CUSIP No. 55977T109

Page 18 of 22 Pages

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, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

(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, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to 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, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to 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. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

CUSIP No. 55977T109

Page 19 of 22 Pages

(H)	Mr. John W. Palmer

(a)-(b)

See cover page.

(c)

Mr. Palmer did not purchase or sell any shares of Common Stock directly.

(I)	Richard J. Lashley and Beth Lashley

(a)-(b)

See cover page.

(c)

Neither Mr. Lashley nor Mrs. Lashley purchased or sold shares of Common Stock in their individual capacity during the past 60 days, but jointly they made the following purchases (and no sales) of Common Stock in the past 60 days.

Date	Number of Shares Purchased	Price per Share	Total (Cost)
03/11/2011	600	$ 4.23	$ (2,539)
03/11/2011	2,600	$ 4.24	$ (11,031)
03/16/2011	1,305	$ 4.13	$ (5,386)
03/29/2011	814	$ 4.13	$ (3,363)
03/30/2011	500	$ 4.14	$ (2,069)
04/01/2011	75	$ 4.24	$ (318)
04/04/2011	148	$ 4.18	$ (619)
04/07/2011	200	$ 4.16	$ (833)
04/11/2011	500	$ 4.14	$ (2,069)
04/12/2011	1,459	$ 4.13	$ (6,020)
04/19/2011	701	$ 4.13	$ (2,897)
05/02/2011	500	$ 4.22	$ (2,112)
05/02/2011	1,850	$ 4.25	$ (7,869)

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 relationships and the Joint Filing Agreement filed as Exhibit 1 to Amendment No. 1 to this 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. 55977T109

Page 20 of 22 Pages

Item 7.

Material to be Filed as Exhibits

Exhibit No.	Description

1	Joint Filing Agreement*
2	Demand Letter for Stockholder Records*
3	Presentation to Board of Directors*
4	Letter to Board of Directors dated November 5, 2009*
5	Letter from Company to PL Capital Group dated October 16, 2009 Related to Demand for Stockholder Records*
6	Letter from PL Capital Group dated October 21, 2009 Related to Demand for Stockholder Records*
7	Letter from Company to PL Capital Group dated October 28, 2009 Related to Demand for Stockholder Records*
8	Letter from PL Capital Group dated October 30, 2009 Related to Demand for Stockholder Records*
9	Letter from Company to PL Capital Group dated November 6, 2009 Related to Demand for Stockholder Records*
10	Letter from PL Capital Group dated January 15, 2010 to Stockholders*
11	Press Release from PL Capital Group dated January 20, 2010*
12	Press Release from PL Capital Group dated March 11, 2011*
13	Letter to Board of Directors dated May 11, 2011

*Previously filed.

CUSIP No. 55977T109

Page 21 of 22 Pages

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 11, 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. 55977T109

Page 22 of 22 Pages

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

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

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

By:	/s/ Beth Lashley
	Beth Lashley

EX-99.13 2 k222395_ex99-13.htm Unassociated Document

Exhibit 13

May 11, 2011

Members of the Board of Directors

Magyar Bancorp, Inc.

400 Somerset Street

New Brunswick, NJ 08901

Dear Board Members:

As the largest outside shareholder of Magyar Bancorp, Inc., the PL Capital Group is keenly interested in Magyar’s success and in enhancing shareholder value. In this regard, we understand that from time to time the board and management of Magyar Bancorp have consulted with financial and legal advisors on strategic alternatives available to Magyar. Given Magyar Bancorp’s current financial, operating and regulatory position, we strongly believe that the time for consulting on strategic alternatives needs to give way to the board publicly announcing that the board has hired an investment advisor to help Magyar pursue:

A remutualization (“remute”) transaction whereby Magyar Bancorp (and Magyar Bank and Magyar Bancorp MHC) are acquired by a mutual thrift or another mutual holding company (MHC), and if that fails to maximize shareholder value;

A so-called “second step” transaction, whereby Magyar Bancorp converts to a fully public company through an offering of the remaining unsold shares (held by the MHC) to depositors and others.

In addition, we request that the board of Magyar Bancorp, Magyar Bank and Magyar MHC each be expanded by one, in order to add Richard Lashley to each board.

Reasons to Pursue a Remute Transaction Immediately

We believe that the primary question facing the board today is how best to create the most value for Magyar Bancorp’s shareholders in an efficient and effective manner. Based upon our 30 years of experience each, we believe that a remute transaction would be the most efficient and effective way to maximize shareholder value. We also believe that there are currently several qualified potential remute acquirers which would like an opportunity to evaluate a remute acquisition of Magyar Bancorp.

However, there may be only a short window of opportunity available to attract a remute acquirer because many of the potential acquirers are MHCs which may themselves undergo a second step transaction soon, and following a second step transaction these acquirers would be prohibited by

regulation from effecting a remute acquisition. So, waiting to pursue a remute transaction is not a viable option.

We also note that a remute transaction holds certain structural advantages for maximizing shareholder value for Magyar Bancorp’s shareholders because the acquirer effectively only has to acquire the outstanding publicly traded shares, which results in a discount to the buyer. For example, if an acquirer were to acquire Magyar Bancorp in a remute transaction for $8.00 per share, the acquirer’s cost would only be approximately $21 million (the product of the approximately 2.6 million shares of Magyar Bancorp common stock held by the public multiplied by $8.00 per share), but the acquirer would get 100% of Magyar Bancorp (including Magyar Bancorp’s stockholders’ equity, which as of March 31, 2011 is approximately $44 million).

The remute acquirer can use this huge discount to establish loan loss reserves and/or other adjustments that may be needed, while at the same time paying Magyar Bancorp’s shareholders a significant premium to the current market value (the current price per share of $4.30 results in a total value today of only $11 million, which clearly leaves room for a remute acquirer to pay a significant premium to the current stock price and still have the acquisition be economically attractive for the acquirer). The remute acquirer would also be allowed to perform comprehensive due diligence on Magyar’s books and records, which would allow the acquirer to put an accurate fair value on Magyar Bancorp.

If a Remute Transaction Fails to Generate a Significant Premium, Pursue a Second Step Transaction

If a remute transaction fails to generate a significant premium for Magyar Bancorp’s shareholders, Magyar should pursue a second step transaction. While a second step transaction is another viable option, a second step transaction would not likely maximize shareholder value as much as a remute transaction, for the reasons described below. However, we believe pursuing a second step transaction in 2011 is preferable to not doing anything.

The offering valuation in a second step transaction would be based upon an appraisal performed by an outside expert, however, that value is typically much less than what a thrift is worth in an acquisition (such as a remute transaction). The actual value that Magyar Bancorp would receive for selling the new shares is also based upon the price that depositors (who choose to subscribe for new stock) and other investors would pay for the new stock that is being offered. Basically, the price is subject to the whims of the market. The existing shareholders of Magyar Bancorp would then get new Magyar shares in exchange for their old Magyar shares, at a valuation based upon the actual selling price of the new shares and their relative ownership percentage. Once the new shares start trading, of course, they can go up or down.

Reasons to Add Richard Lashley as a Board Member

We believe that the addition of Mr. Lashley to the boards of directors of the Magyar entities would send a strong signal to existing shareholders, the regulators, and the stock market that Magyar is serious about creating shareholder value and is open to all strategic alternatives, as has been claimed numerous times by the board and management. Mr. Lashley’s presence on the board would also make it more likely that a second step could be completed, and at a potentially higher valuation, than Magyar Bancorp could without his direct involvement, given his reputation for shareholder advocacy.

Mr. Lashley is available to meet with the board at any time, and a copy of his resume is attached to this letter.

Recap of Our Recommendation

We understand that the board and management of Magyar Bancorp have from time to time consulted with financial and legal advisors on the strategic alternatives available to Magyar Bancorp to maximize shareholder value, which is good. However, we strongly believe the time has come to pursue an actual transaction, not just talk about it.

Therefore, we request that the board publicly announce the hiring of an investment advisor to help Magyar Bancorp pursue a remute transaction. If a comprehensive attempt to complete a remute transaction fails to generate a satisfactory outcome, then the board should pursue a second step transaction. This process should begin as soon as practicable.

We also request that the boards of Magyar Bancorp, Magyar Bank and Magyar MHC each be expanded by one seat in order to add Richard Lashley, for the reasons noted above.

We trust that the board will embrace these recommended actions as the best way to restore some or all of the shareholder value lost by Magyar’s shareholders in the past few years.

Feel free to contact either of us at any time.

Sincerely,

/s/ John Wm. Palmer	/s/ Richard J. Lashley
John Wm. Palmer	Richard J. Lashley
Principal	Principal

Attach.

RICHARD LASHLEY

PL Capital, LLC

466 Southern Blvd.

Chatham, NJ 07928

(973) 360-1666

(973) 360-1720 (fax)

RLashley@PLCapitalLLC.com

PRINCIPAL

PL CAPITAL, LLC; PL CAPITAL ADVISORS LLC; GOODBODY/PL CAPITAL LLC

1996-Present

Co-founder and co-owner of this investment management and investment banking boutique which specializes in the banking industry. PL Capital manages separate accounts and the following LPs and companies:

FINANCIAL EDGE FUND, LP	1996-Present
FINANCIAL EDGE-STRATEGIC FUND, LP	1998 to Present
GOODBODY/PL CAPITAL, LP	2000 to Present
PL CAPITAL/FOCUSED FUND LP	2003 to Present

BOARD OF DIRECTORS (current and former):

STATE BANCORP, INC. and State Bank of Long Island

Jericho, NY

2009-Present

Current member of the board of this $1.7 billion in assets publicly traded commercial bank based on Long Island, NY.

COMMUNITY FSB HOLDING CO. and Community Federal Savings Bank

Woodhaven, NY

2008-Present

Current member of the board of this privately held savings and loan based in Queens, NY.

CENTRAL BANCORP, INC. and Central Co-operative Bank

Somerville, MA

2003-2004

Former member of the board of this publicly traded $500 million in assets thrift holding company based in Boston.

HAVEN BANCORP, INC. and CFS Bank

Westbury, NY

2000-2001

Former Member of Board of Directors of this publicly traded $3 billion asset thrift holding company and thrift subsidiary in NY.

SECURITY FINANCIAL BANCORP, INC. and Security Federal Bank & Trust

St. John, IN

2000-2003

Former Member of Board of Directors of this publicly traded $200 million asset thrift holding company and thrift subsidiary in NW Indiana.

FRANKLIN BANCORP, INC. and Franklin Bank, NA

Southfield, MI

2001-2004

Former Member of Board of Directors of this publicly traded $600 million asset bank holding company and national bank subsidiary in suburban Detroit. (Chairman, Audit Committee)

************

MANAGING MEMBER

BUREAUS/PL PORTFOLIO LLC

Evanston, IL

1998-2001

Former Managing Member of this special purpose entity dedicated to the purchase and collection of non-performing credit card receivables from major credit card issuers such as First USA and others.

ADVISORY BOARD MEMBER

CLEVER IDEAS-LeCARD, INC.

Chicago, IL

1997-2007

Former Advisory Board member of this privately held specialty finance and marketing company, a national leader specializing in the restaurant industry. LeCard provides financing to restaurants and discounts to consumers through an exclusive relationship with Citicorp Diners Club and other proprietary methods.

DIRECTOR

FINANCIAL SERVICES-CORPORATE FINANCE GROUP

KPMG PEAT MARWICK LLP

New York, NY

1993-1996

Delivered merger and acquisition and related financial advisory services to banks, thrifts and other financial services companies nationwide.

SENIOR MANAGER

FINANCIAL SERVICES GROUP

KPMG PEAT MARWICK LLP

NY/NJ Metro Area

1984-1993

Delivered professional accounting and auditing services to banks, thrifts and financial services companies in the NY/NJ metro area.

ASST. TO THE NATIONAL DIRECTOR

NATIONAL THRIFT PRACTICE

KPMG PEAT MARWICK LLP

Short Hills, NJ

1991-1993

Responsible for monitoring accounting, auditing, regulatory and industry issues relating to the thrift industry for purposes of providing technical support to KPMG’s entire thrift audit practice nationwide.

ASST. TO THE CHAIRMAN

AICPA SAVINGS INSTITUTIONS COMMITTEE

Washington, DC

1992-1993

Served as Assistant to the Chairman of the AICPA committee dedicated to the thrift industry during a period of tremendous changes in the thrift industry and resultant pressures on external and internal accountants and auditors. Worked closely with full time staff of the AICPA, OTS, RTC, FDIC and SEC in drafting technical accounting and auditing literature and monitoring industry developments.

REPRESENTATIVE ACCOMPLISHMENTS AND EXPERIENCE

·	Co-manager of several leading investment partnerships dedicated to the bank/thrift industry

·	Financial advisor in over $750 million of bank and thrift mergers since forming PL Capital

·	Financial advisor in over $1.0 billion of bank and thrift mergers

·	Key member of KPMG’s bank/thrift corporate finance advisory group; in last full year (1995) there the group was in top ten of financial advisors for banks/thrifts nationwide

·	Extensive experience and relationships with thrift industry CEO’s and CFO’s, attorneys, research analysts, investment bankers, accountants, regulators, appraisers and investors

·	Extensive experience with and knowledge of numerous thrifts/banks nationwide

·	CPA (status inactive) with specialized bank/thrift industry, public accounting and auditing expertise

·	Significant experience serving on bank/thrift boards of directors and board committees

·	Meets criteria as designated “financial expert” under Sarbanes Oxley

NON-PROFIT ACTIVITIES:

·	Member, Rutgers School of Business Advisory Board, Finance

·	Chairman, Oswego State University School of Business Capital Campaign (2003)

EDUCATION:	MBA-Accounting	Rutgers University, 1984
	BS-Business Administration	Oswego State University (NY), 1980

PROFESSIONAL CERTIFICATION: CPA, New Jersey (status inactive)

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