Exhibit Index located on Page 16
|
SEC 1746 (12-91)
|
CUSIP No. 26942G100
|
Page 2 of 16 Pages
|
1.
|
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Sandler O'Neill Asset Management, LLC
|
|||
2.
|
Check the Appropriate Box if a Member of a Group*
|
(a) ¨
(b) ¨
|
||
|
||||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds*
00
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizen or Place of Organization
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. Sole Voting Power 8. Shared Voting Power
320,600
9. Sole Dispositive Power
10. Shared Dispositive Power
320,600
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
320,600
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
7.85%
|
|||
14.
|
Type of Reporting Person*
00
|
CUSIP No. 26942G100
|
Page 3 of 16 Pages
|
1.
|
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
SOAM Holdings, LLC
|
|||
2.
|
Check the Appropriate Box if a Member of a Group*
|
(a) ¨
(b) ¨
|
||
[Missing Graphic Reference]
|
||||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds*
00
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizen or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. Sole Voting Power
8. Shared Voting Power
180,800
9. Sole Dispositive Power
10. Shared Dispositive Power
180,800
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
180,800
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
4.43%
|
|||
14.
|
Type of Reporting Person*
00
|
CUSIP No. 26942G100
|
Page 4 of 16 Pages
|
1.
|
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Malta Partners, L.P.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group*
|
(a) ¨
(b) ¨
|
||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds*
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizen or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. Sole Voting Power
8. Shared Voting Power
5,100
9. Sole Dispositive Power
10. Shared Dispositive Power
5,100
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,100
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
0.12%
|
|||
14.
|
Type of Reporting Person*
PN
|
CUSIP No. 26942G100
|
Page 5 of 16 Pages
|
1.
|
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Malta Hedge Fund, L.P.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group*
|
(a) ¨
(b) ¨
|
||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds*
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizen or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. Sole Voting Power
8. Shared Voting Power
25,200
9. Sole Dispositive Power
10. Shared Dispositive Power
25,200
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
25,200
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
0.62%
|
|||
14.
|
Type of Reporting Person*
PN
|
CUSIP No. 26942G100
|
Page 6 of 16 Pages
|
1.
|
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Malta Hedge Fund II, L.P.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group*
|
(a) ¨
(b) ¨
|
||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds*
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizen or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. Sole Voting Power
8. Shared Voting Power
140,500
9. Sole Dispositive Power
10. Shared Dispositive Power
140,500
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
140,500
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
3.44%
|
|||
14.
|
Type of Reporting Person*
PN
|
CUSIP No. 26942G100
|
Page 7 of 16 Pages
|
1.
|
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Malta Offshore, Ltd
|
|||
2.
|
Check the Appropriate Box if a Member of a Group*
|
(a) ¨
(b) ¨
|
||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds*
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizen or Place of Organization
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. Sole Voting Power
8. Shared Voting Power
46,700
9. Sole Dispositive Power
10. Shared Dispositive Power
46,700
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
46,700
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
1.14%
|
|||
14.
|
Type of Reporting Person*
CO
|
CUSIP No. 26942G100
|
Page 8 of 16 Pages
|
1.
|
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Malta Thrift Fund, L.P.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group*
|
(a) ¨
(b) ¨
|
||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds*
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizen or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. Sole Voting Power
8. Shared Voting Power
10,000
9. Sole Dispositive Power
10. Shared Dispositive Power
10,000
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,000
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
0.25%
|
|||
14.
|
Type of Reporting Person*
PN
|
CUSIP No. 26942G100
|
Page 9 of 16 Pages
|
1.
|
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
SOAM Capital Partners, L.P.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group*
|
(a) ¨
(b) ¨
|
||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds*
WC
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizen or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. Sole Voting Power
8. Shared Voting Power
93,100
9. Sole Dispositive Power
10. Shared Dispositive Power
93,100
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
93,100
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
2.28%
|
|||
14.
|
Type of Reporting Person*
PN
|
CUSIP No.26942G100
|
Page 10 of 16 Pages
|
1.
|
Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Terry Maltese
|
|||
2.
|
Check the Appropriate Box if a Member of a Group*
|
(a) ¨
(b) ¨
|
||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds*
00
|
|||
5.
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨
|
||
6.
|
Citizen or Place of Organization
USA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. Sole Voting Power
8. Shared Voting Power
320,600
9. Sole Dispositive Power
10. Shared Dispositive Power
320,600
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
320,600
|
|||
12.
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
|
¨
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
7.85%
|
|||
14.
|
Type of Reporting Person*
IN
|
(i)
|
MP beneficially owned 5,100 shares of Common Stock, constituting approximately 0.12% of the shares outstanding.
|
(ii)
|
MHF beneficially owned 25,200 shares of Common Stock, constituting approximately 0.62% of the shares outstanding.
|
(iii)
|
MHFII beneficially owned 140,500 shares of Common Stock, constituting approximately 3.44% of the shares outstanding.
|
(iv)
|
MO beneficially owned 46,700 shares of Common Stock, constituting approximately 1.14% of the shares outstanding.
|
(v)
|
Thrift beneficially owned 10,000 shares of Common Stock, constituting approximately 0.25% of the shares outstanding.
|
(vi)
|
SCP beneficially owned 93,100 shares of Common Stock, constituting approximately 2.28% of the shares outstanding.
|
(vii)
|
SOAM owned directly no shares of Common Stock. By reason of its position as management company for MP, MHF, MHFII, MO, Thrift ,and as an affiliate of Ventures, management company for SCP, under the provisions of Rule 13d-3, SOAM may be deemed to beneficially own the 5,100 shares owned by MP, the 25,200 shares owned by MHF, the 140,500 shares owned by MHFII, the 46,700 shares owned by MO, the 10,000 shares owned by Thrift, and the 93,100 shares owned by SCP, or an aggregate of 320,600 shares of Common Stock, constituting approximately 7.85% of the shares outstanding.
|
(viii)
|
Holdings owned directly no shares of Common Stock. By reason of its position as general partner of MP, MHF, MHFII, and Thrift, under the provisions of Rule 13d-3 of the Securities and Exchange Commission ("Rule 13d-3"), Holdings may be deemed to beneficially own the 5,100 shares owned by MP, the 25,200 shares owned by MHF, the 140,500 shares owned by MHFII, and the 10,000 shares owned by Thrift, or an aggregate of 180,800 shares of Common Stock, constituting approximately 4.43% of the shares outstanding.
|
(ix)
|
Mr. Maltese directly owned no shares of Common Stock. By reason of his position as Managing Member of Holdings, SOAM, and Ventures, Mr. Maltese may be deemed to beneficially own the 5,100 shares owned by MP, the 25,200 shares owned by MHF, the 140,500 shares owned by MHFII, the 46,700 shares owned by MO, the 10,000 shares owned by Thrift, and the 93,100 shares owned by SCP, or an aggregate of 320,600 shares of Common Stock, constituting approximately 7.85% of the shares outstanding.
|
(x)
|
In the aggregate, the Reporting Persons beneficially own 320,600 shares of Common Stock, constituting approximately 7.85% of the shares outstanding.
|
(xi)
|
S.O. Holdings directly owned no shares of Common Stock.
|
Date
|
Transaction
|
Price
|
Shares
|
|||
0
|
Date
|
Transaction
|
Price
|
Shares
|
|||
0
|
Date
|
Transaction
|
Price
|
Shares
|
|||
0
|
Date
|
Transaction
|
Price
|
Shares
|
|||
0
|
Date
|
Transaction
|
Price
|
Shares
|
|||
0
|
Date
|
Transaction
|
Price
|
Shares
|
|||
05/23/11
|
Sale
|
10.9000
|
(10,100)
|
|||
05/24/11
|
Sale
|
10.9004
|
(3,100)
|
|||
05/26/11
|
Sale
|
10.9000
|
(1,800)
|
|||
05/27/11
|
Sale
|
10.8700
|
(1,390)
|
|||
05/31/11
|
Sale
|
10.8500
|
(1,600)
|
|||
06/01/11
|
Sale
|
10.8500
|
(2,000)
|
|||
06/02/11
|
Sale
|
10.8500
|
(2,200)
|
|||
06/03/11
|
Sale
|
10.8500
|
(1,300)
|
|||
06/06/11
|
Sale
|
10.8700
|
(16,510)
|
|||
06/14/11
|
Sale
|
10.6500
|
(20,000)
|
|||
06/20/11
|
Sale
|
10.6500
|
(1,900)
|
Exhibit 1
|
Written Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) of the Securities and Exchange Commission
|
MALTA PARTNERS, L.P.
|
|
|
|
MALTA HEDGE FUND, L.P.
|
||||
By:
|
|
SOAM Holdings, LLC,
the sole general partner
|
|
|
|
By:
|
|
SOAM Holdings, LLC,
the sole general partner
|
By:
|
|
/s/ Terry Maltese
|
|
|
|
By:
|
|
/s/ Terry Maltese
|
|
|
Terry Maltese
Managing Member
|
|
|
|
|
|
Terry Maltese
Managing Member
|
MALTA OFFSHORE, LTD
|
|
|
|
MALTA HEDGE FUND II, L.P.
|
By:
|
|
/s/ Terry Maltese
|
|
|
|
By:
|
|
SOAM Holdings, LLC,
the sole general partner
|
Terry Maltese | ||||||||
Director
|
|
|
|
By:
|
|
/s/ Terry Maltese
|
||
|
|
|
|
|
|
|
Terry Maltese
Managing Member
|
SOAM CAPITAL PARTNERS, L.P.
|
|
|
|
Sandler O'Neill Asset
|
||||
|
|
|
Management LLC
|
|||||
By:
|
|
SOAM Venture Holdings, LLC,
the sole general partner
|
|
|
|
By:
|
|
/s/ Terry Maltese
|
By:
|
|
/s/ Terry Maltese
|
|
|
|
|
|
Terry Maltese
President
|
Terry Maltese
Managing Member
|
||||||||
SOAM Holdings, LLC
|
|
Terry Maltese
|
||||||
By:
|
/s/ Terry Maltese
|
|
By:
|
|
/s/ Terry Maltese
|
|||
Terry Maltese
Managing Member
|
|
|
|
Terry Maltese
|
MALTA THRIFT FUND, L.P.
|
|
|
|
|
||||
By:
|
|
SOAM Holdings, LLC,
the sole general partner
|
|
|
|
|
|
|
By:
|
|
/s/ Terry Maltese
|
|
|
|
|
|
|
|
|
Terry Maltese
Managing Member
|
|
|
|
|
|
|
MALTA PARTNERS, L.P.
|
|
|
|
MALTA HEDGE FUND, L.P.
|
||||
By:
|
|
SOAM Holdings, LLC,
the sole general partner
|
|
|
|
By:
|
|
SOAM Holdings, LLC,
the sole general partner
|
By:
|
|
/s/ Terry Maltese
|
|
|
|
By:
|
|
/s/ Terry Maltese
|
|
|
Terry Maltese
Managing Member
|
|
|
|
|
|
Terry Maltese
Managing Member
|
MALTA OFFSHORE, LTD
|
|
|
|
MALTA HEDGE FUND II, L.P.
|
By:
|
|
/s/ Terry Maltese
|
|
|
|
By:
|
|
SOAM Holdings, LLC,
the sole general partner
|
Terry Maltese | ||||||||
Director
|
|
|
|
By:
|
|
/s/ Terry Maltese
|
||
|
|
|
|
|
|
|
Terry Maltese
Managing Member
|
SOAM CAPITAL PARTNERS, L.P.
|
|
|
|
Sandler O'Neill Asset
|
||||
|
|
|
Management LLC
|
|||||
By:
|
|
SOAM Venture Holdings, LLC,
the sole general partner
|
|
|
|
By:
|
|
/s/ Terry Maltese
|
By:
|
|
/s/ Terry Maltese
|
|
|
|
|
|
Terry Maltese
President
|
Terry Maltese
Managing Member
|
||||||||
SOAM Holdings, LLC
|
|
Terry Maltese
|
||||||
By:
|
/s/ Terry Maltese
|
|
By:
|
|
/s/ Terry Maltese
|
|||
Terry Maltese
Managing Member
|
|
|
|
Terry Maltese
|
MALTA THRIFT FUND, L.P.
|
|
|
|
|
||||
By:
|
|
SOAM Holdings, LLC,
the sole general partner
|
|
|
|
|
|
|
By:
|
|
/s/ Terry Maltese
|
|
|
|
|
|
|
|
|
Terry Maltese
Managing Member
|
|
|
|
|
|
|