cg456.htm

0000897069-14-000456.txt : 20141107 0000897069-14-000456.hdr.sgml : 20141107 20141107170908 ACCESSION NUMBER: 0000897069-14-000456 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20141107 DATE AS OF CHANGE: 20141107 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MALVERN BANCORP, INC. CENTRAL INDEX KEY: 0001550603 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 455307782 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87025 FILM NUMBER: 141205800 BUSINESS ADDRESS: STREET 1: 42 EAST LANCASTER AVENUE CITY: PAOLI STATE: PA ZIP: 19301 BUSINESS PHONE: 610-644-9400 MAIL ADDRESS: STREET 1: 42 EAST LANCASTER AVENUE CITY: PAOLI STATE: PA ZIP: 19301 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: 47 EAST CHICAGO AVENUE, SUITE 336 CITY: NAPERVILLE STATE: IL ZIP: 60540 BUSINESS PHONE: 630-848-1340 MAIL ADDRESS: STREET 1: 47 EAST CHICAGO AVENUE, SUITE 336 CITY: NAPERVILLE STATE: IL ZIP: 60540 SC 13D/A 1 cg456.htm cg456.htm

CUSIP No. 561409103

Page 1 of 19 Pages

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)

MALVERN BANCORP, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

561409103

(CUSIP Number)

Mr. Richard Lashley

PL Capital, LLC

47 E. Chicago Avenue

Suite 336

Naperville, IL 60540

(973) 539-5400

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 6, 2014

(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. 561409103

Page 2 of 19 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 494,809
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 494,809
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 494,809
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 561409103

Page 3 of 19 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 315,580
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 315,580
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 315,580
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 561409103

Page 4 of 19 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 109,434
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 109,434
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 109,434
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 561409103

Page 5 of 19 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 122,501
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 122,501
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 122,501
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 561409103

Page 6 of 19 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 122,501
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 122,501
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 122,501
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 561409103

Page 7 of 19 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 617,310
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 617,310
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 617,310
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 561409103

Page 8 of 19 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 617,310
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 617,310
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 617,310
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 561409103

Page 9 of 19 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 617,310
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 617,310
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 617,310
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 561409103

Page 10 of 19 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 69,795
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 69,795
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 69,795
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 561409103

Page 11 of 19 Pages

Item 1.

Security and Issuer

This amended Schedule 13D relates to the common stock, par value $0.01 per share (“Common Stock”), of Malvern Bancorp, Inc. (the “Company” or “Malvern”). The address of the principal executive offices of the Company is 42 East Lancaster Avenue, Paoli, PA 19301.

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 was attached as Exhibit 1 to the initial Schedule 13D filed on October 22, 2012.

●	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; and

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

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

CUSIP No. 561409103

Page 12 of 19 Pages

(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.

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer and Mr. Lashley is: c/o PL Capital, 47 E. Chicago Avenue, Suite 336, 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.

(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.

Item 3.

Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group owns 617,310 shares of Common Stock of the Company acquired at an aggregate cost of $5,798,774.

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 members of the PL Capital Group have margin from BNP Paribas or other loans outstanding secured by Common Stock.

CUSIP No. 561409103

Page 13 of 19 Pages

The amount of funds expended by Financial Edge Fund to acquire the 315,580 shares of Common Stock it holds in its name is $2,979,019. 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 109,434 shares of Common Stock it holds in its name is $989,533. 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 69,795 shares of Common Stock it holds in its name is $606,163. 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 122,501 shares of Common Stock it holds in its name is $1,224,059. Such funds were provided from Goodbody/PL LP’s available capital and from time to time by margin loans provided by BNP Paribas.

Item 4.

Purpose of Transaction

This is the PL Capital Group’s fifth amended Schedule 13D filing. The PL Capital Group owns 9.4% of the Company’s Common Stock, based upon the Company’s aggregate outstanding shares as of August 6, 2014 (which includes the impact of the conversion and reorganization of Malvern Federal Bancorp, Inc. into Malvern on October 11, 2012).

PL Capital Group originally acquired the Common Stock because it believed the Common Stock was undervalued and the Company had the opportunity to increase long term shareholder value through stock repurchases, nonperforming asset reductions, prudent growth and increased earnings.

PL Capital’s intent is to monitor the performance of the Company and the decisions made by the Company’s management and board, and as it deems necessary, assert PL Capital Group’s stockholder rights.

On November 6, 2014, PL Capital principal Richard Lashley sent a letter to Mr. George Steinmetz, Chairman of the Board of Directors of Malvern, expressing PL Capital’s current view of Malvern and the recent hiring of Anthony Weagley as President & CEO of Malvern. The letter included certain recommendations made by PL Capital and Mr. Lashley to Malvern. A copy of the letter is attached as Exhibit 5 to this amended Schedule 13D.

On August 8, 2014, the PL Capital Group sent a letter to the Board of Directors of the Company. A copy of the letter was attached as Exhibit 4 to the amended Schedule 13D filed on August 11, 2014.

On May 14, 2014, the PL Capital Group sent a letter to the Board of Directors of the Company. A copy of the letter was attached as Exhibit 3 to the amended Schedule 13D filed on May 16, 2014.

CUSIP No. 561409103

Page 14 of 19 Pages

On October 18, 2012 the PL Capital sent a letter dated October 17, 2012 to the Chairman and CEO of the Company. The letter relates to certain corporate governance changes made by the Company and opposed by PL Capital. A copy of the letter was attached as Exhibit 2 to the initial Schedule 13D filed on October 22, 2012.

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 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, 6,558,473, reported as the number of outstanding shares of the Company as of August 6, 2014, in Malvern Federal Bancorp, Inc.’s Current Report on Form 10-Q filed on August 8, 2014. On October 11, 2012 Malvern Federal Bancorp, Inc. completed its plan of conversion and reorganization and Malvern became its successor.

The PL Capital Group made no 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 during 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 disposition power with Financial Edge Fund with regard to those shares of Common Stock.

(B)	Financial Edge Strategic

(a)-(b) See cover page.

CUSIP No. 561409103

Page 15 of 19 Pages

(c)

Financial Edge Strategic made no purchases or sales of Common Stock during 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 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 no purchases or sales of Common Stock during 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 with regard to those shares of Common Stock.

(D)	Goodbody/PL LP

(a)-(b) See cover page.

(c)

Goodbody/PL LP made no purchases or no sales of Common Stock during 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, 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.

CUSIP No. 561409103

Page 16 of 19 Pages

(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.

(H) Mr. John W. Palmer

(a)-(b) See cover page.

(c)

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

(I) Richard J. Lashley

(a)-(b) See cover page.

CUSIP No. 561409103

Page 17 of 19 Pages

(c)

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

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 the initial Schedule 13D filed on October 22, 2012, 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.

Item 7.

Material to be Filed as Exhibits

Exhibit No.	Description

1	Joint Filing Agreement*

2	Letter to Company dated October 17, 2012*

3	Letter to Board of Directors dated May 14, 2014*

4	Letter to Board of Directors dated August 8, 2014*

5	Letter to Mr. Steinmetz dated November 6, 2014

* Filed previously

CUSIP No. 561409103

Page 18 of 19 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: November 7, 2014

FINANCIAL EDGE FUND, L.P.

By: PL CAPITAL, LLC

General Partner

By: /s/ John Palmer /s/ Richard Lashley

John Palmer Richard Lashley

Managing Member Managing Member

FINANCIAL EDGE-STRATEGIC FUND, L.P.

By: PL CAPITAL, LLC

General Partner

By: /s/ John Palmer /s/ Richard Lashley

John Palmer Richard Lashley

Managing Member Managing Member

PL CAPITAL/FOCUSED FUND, L.P.

By: PL CAPITAL, LLC

General Partner

By: /s/ John Palmer /s/ Richard Lashley

John Palmer Richard Lashley

Managing Member Managing Member

CUSIP No. 561409103

Page 19 of 19 Pages

GOODBODY/PL CAPITAL, L.P.

By: GOODBODY/PL CAPITAL, LLC

General Partner

By: /s/ John Palmer /s/ Richard Lashley

John Palmer Richard Lashley

Managing Member Managing Member

GOODBODY/PL CAPITAL, LLC

By: /s/ John Palmer /s/ Richard Lashley

John Palmer Richard Lashley

Managing Member Managing Member

PL CAPITAL ADVISORS, LLC

By: /s/ John Palmer /s/ Richard Lashley

John Palmer Richard Lashley

Managing Member Managing Member

PL CAPITAL, LLC

By: /s/ John Palmer /s/ Richard Lashley

John Palmer Richard Lashley

Managing Member Managing Member

By: /s/ John W. Palmer

John W. Palmer

By: /s/ Richard J. Lashley

Richard J. Lashley

EX-5 2 cg456ex5.htm cg456ex5.htm

Exhibit 5

November 6, 2014

Mr. George Steinmetz, Chairman

Board of Directors

Malvern Bancorp, Inc.

42 East Lancaster Avenue

Paoli, PA 19301

Dear Mr. Steinmetz:

On Monday I had the opportunity to meet with Mr. Weagley, the new CEO of Malvern Bancorp (the Company) and Malvern Federal (the Bank). I was disappointed that you were unable to make it to the meeting due to a scheduling error. I assume Mr. Weagley will report to you and the board on the discussions he and I had, however, I want to supplement that by providing you and the board with this letter.

First, the recent hiring of Mr. Weagley is a very positive development for Malvern. While I had never met him prior to Monday, I have followed the tremendous results he achieved at Center Bancorp in New Jersey. He is an accomplished CEO with the right skill set, attitude and experience to potentially transform Malvern from an underperforming thrift into a profitable community bank. We support his hiring and are willing to give him and the company a fair chance to perform. As you know, that is a change from our previous position, in which we advocated for a sale of Malvern, as soon as possible. Our change in opinion is based entirely on Mr. Weagley’s hiring and the vision he presented to me on Monday.

Our support, however, is not unqualified, nor is our time line unlimited. The Company, the board and the prior management team have made too many mistakes and misjudgments to get a free pass. Malvern’s regulators certainly won’t give the Company or the Bank a free pass, either.

Here are some of the more important things we recommend, of which some but not all were discussed with Mr. Weagley on Monday. We also understand that some of these steps are already underway:

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A top to bottom review of management and key employees needs to be completed, with changes made as needed. A culture of meritocracy, not seniority, should prevail. Malvern likely has some talented young bankers who should be promoted and some poorly performing senior and/or long tenured officers and employees who should be fired or resign.

●	We have particular concerns over the quality of the financial accounting and credit review functions, given the history of credit surprises, as outlined in our letter dated May 14, 2014. Changes likely need to be made in those areas.

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Many of the current board members were in place as the Bank struggled in 2008-2010. The Bank ultimately became subject to an October 2010 supervisory agreement with the OTS. Other members joined the board in the years since 2010. Four years later, the Bank still remains subject to heightened regulatory scrutiny, as most recently defined in the formal written agreement entered into with the OCC in October 2014. The most recent OCC agreement repeats many of the same issues noted in the October 2010 supervisory agreement, which raises the question of what the board has been doing for the past four years and whether the current board understands the severity of the situation, the responsibilities they have or the personal risks they have exposed themselves to.

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The board should do a critical self-assessment, and only those board members with the skill set to properly oversee the Company and the Bank, and/or the willingness and ability to actively engage in business development, should remain. Additional high quality board members should be recruited as needed, particularly in geographic or market areas ripe for growth/expansion.

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The board should adopt a stock ownership policy for directors and officers. We note that you are the only director who has invested at least one hundred thousand dollars or more in Malvern’s stock since the initial offering in 2008. We recommend that the minimum stock ownership for directors should be $100,000 or more (based upon direct out of pocket costs, not market value; stock options and grants should not be included). A policy should also be developed for officers, using a formula comparing stock ownership to a percentage of compensation.

●	The Company’s corporate governance structure and documents (e.g. bylaws) should be examined to ensure they are supportive of shareholders’ rights. PL Capital outlined several corporate governance concerns in a letter dated October 17, 2012, none of which have been addressed to our knowledge.

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The Bank’s asset/liability mix appears to be excessively liability sensitive. The OCC’s formal written agreement made clear that interest rate risk is a significant regulatory concern. We suggest implementation of a modestly liability sensitive position. Converting from the current strongly liability sensitive position to a moderately liability sensitive position will be complicated by the current low interest rates. The assistance of qualified asset/liability consultants is recommended.

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One of the initial strategies should be to cut costs where possible and restructure the Bank and Company to make each more efficient and productive. After restructuring, organic growth in loans, deposits and earnings should be pursued, because Malvern cannot shrink and cost cut its way to prosperity.

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We understand that growth may entail downstreaming capital from the holding company to the Bank. We are okay with downstreaming that existing capital as the Company cannot do stock buybacks or pay dividends under its regulatory agreement anyway. We would be opposed to any additional capital raising unless it was due to a regulatory mandate.

●	We support the hiring of qualified and productive loan and relationship officers as a way to organically grow the Bank. We would oppose any attempt to grow the bank through M&A. Malvern is in no position to be an acquirer of other banks.

●	Adding high cost brick and mortar branches is also not advisable. Mr. Weagley’s vision of loan production offices and micro-branches makes sense, for both in-market and contiguous market expansions.

●	Once the initial restructuring phase is completed, the Company should provide shareholders with realistic short and long-term financial and operating projections (e.g. assets, deposits, loans, ROA, ROE, NIM, efficiency ratio, capital, NPAs, etc.).

●	The board and management should periodically compare the Company’s actual performance over time versus the projections provided publicly to shareholders. We suggest this be done at least quarterly. The public disclosures should be modified on a timely basis, as needed.

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With the assistance of qualified, independent financial advisors, the board and management should also periodically examine whether shareholder value is being created by continuing to remain independent, versus a sale or merger of equals. The burden of proof is on Malvern to show that remaining independent is a superior strategic alternative to a sale in the short or long term. We are supportive of the Company’s strategy as long as there is demonstrable and measurable progress being made in reasonable time frames.

Please ensure that all members of the Board receive this letter. PL Capital will file this letter as an exhibit in our next Schedule 13D amendment, as required by SEC regulations.

Sincerely,

/s/ Richard Lashley

Richard Lashley

Principal