SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

OMB APPROVAL

OMB Number:   

3235-0145

Expires:   

October 31, 1997

Estimated average burden

Hours per response . . . . . . . . . . . . . . . . 14.90

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

(Amendment No.         )*

 

 

TransCommunity Financial Corporation


(Name of Issuer)

 

 

Common Stock, par value $0.01 per share


(Title of Class of Securities)

 

 

893548107


(CUSIP Number)

 

 

Mr. Terry Maltese, Sandler O’Neill Asset Management LLC,

780 Third Avenue, 5th Floor, New York, NY 10017 (212) 486-7300


(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

July 22, 2005


(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 ¨.

 

Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Page 1 of 14 pages.

    Exhibit Index located on Page 12   SEC 1746 (12-91)


SCHEDULE 13D

 

CUSIP No. 893548107

 

Page 2 of 14 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

 

            250,000    


  9.    Sole Dispositive Power

 


10.    Shared Dispositive Power

 

            250,000    

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    250,000

   
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

 

 

¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

    5.44%

   
14.  

Type of Reporting Person*

 

    00

   

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


SCHEDULE 13D

 

CUSIP No. 893548107

 

Page 3 of 14 Pages

 

  1.  

Name of Reporting Person

S.S. or I.R.S. Identification No. of above person

 

    SOAM Holdings, LLC        

   
  2.  

Check the Appropriate Box if a Member of a Group*

 

 

(a)  ¨

(b)  ¨


  3.  

SEC Use Only

 

   
  4.  

Source of Funds*

 

    00

   
  5.  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ¨
  6.  

Citizen or Place of Organization

 

    Delaware

   

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7.    Sole Voting Power

 


  8.    Shared Voting Power

 

            167,500    


  9.    Sole Dispositive Power

 


10.    Shared Dispositive Power

 

            167,500    

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    167,500

   
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

 

 

¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

    3.64%

   
14.  

Type of Reporting Person*

 

    00

   

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


SCHEDULE 13D

 

CUSIP No. 893548107                                                                                                              Page 4 of 14 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

 

        22,500        


  9.    Sole Dispositive Power

 


10.    Shared Dispositive Power

 

        22,500        

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    22,500        

   
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

 

 

¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

    0.49%        

   
14.  

Type of Reporting Person*

 

    PN        

   

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


SCHEDULE 13D

 

CUSIP No. 893548107                                                                                                                               Page 5 of 14 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

 

    22,500    


  9.    Sole Dispositive Power

 


10.    Shared Dispositive Power

 

    22,500    

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

22,500        

   
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

 

 

¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

0.49%        

   
14.  

Type of Reporting Person*

 

PN        

   

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


SCHEDULE 13D

 

CUSIP No. 893548107                                                                                                                          Page 6 of 14 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

 

    122,500    


  9.    Sole Dispositive Power

 


10.    Shared Dispositive Power

 

    122,500    

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

122,500        

   
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

 

 

¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

2.67%        

   
14.  

Type of Reporting Person*

 

PN        

   

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


SCHEDULE 13D

 

CUSIP No. 893548107

 

Page 7 of 14 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

 

            82,500


  9.    Sole Dispositive Power

 


10.    Shared Dispositive Power

 

            82,500

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

82,500

   
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

 

 

¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

1.79%

   
14.  

Type of Reporting Person*

 

CO

   

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


SCHEDULE 13D

 

CUSIP No. 893548107

 

Page 8 of 14 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

 

    250,000        


  9.    Sole Dispositive Power

 


10.    Shared Dispositive Power

 

    250,000        

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

250,000            

   
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*

 

 

¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

5.44%            

   
14.  

Type of Reporting Person*

 

IN        

   

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


Item 1.    Security and Issuer.

 

The class of equity securities to which this statement relates is the common stock, par value $0.01 per share (“Common Stock”), of TransCommunity Financial Corporation (the “Issuer”), a company incorporated in Virginia, with its principal office is at 4235 Innslake Drive, Glen Allen, VA 23060.

 

Item 2.    Identity and Background.

 

(a)    This statement is being filed by (i) Sandler O’Neill Asset Management LLC, a New York limited liability company (“SOAM”), with respect to shares of Common Stock beneficially owned by Malta Partners, L.P., a Delaware limited partnership (“MP”), Malta Hedge Fund, L.P., a Delaware limited partnership (“MHF”), Malta Hedge Fund II, L.P., a Delaware limited partnership (“MHFII”) and Malta Offshore, Ltd., a Cayman Islands company (“MO”), (ii) SOAM Holdings, LLC, a Delaware limited liability company (“Holdings”), with respect to shares of Common Stock beneficially owned by MP, MHF and MHFII, (iii) MP, with respect to shares of Common Stock beneficially owned by it, (iv) MHF, with respect to shares of Common Stock beneficially owned by it, (v) MHFII, with respect to shares of Common Stock beneficially owned by it, (vi) MO, with respect to shares of Common Stock beneficially owned by it, and (vii) Terry Maltese, with respect to shares of Common Stock beneficially owned by MP, MHF, MHFII and MO. The foregoing persons are hereinafter sometimes referred to collectively as the “Reporting Persons” and MP, MHF and MHFII are sometimes collectively referred to herein as the “Partnerships.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

The sole general partner of each of the Partnerships is Holdings, and administrative and management services for the Partnerships are provided by SOAM. SOAM also provides management services to MO. The managing member and President of Holdings and SOAM is Mr. Maltese. In his capacity as President and managing member of Holdings and SOAM, Mr. Maltese exercises voting and dispositive power over all shares of Common Stock beneficially owned by MP, MHF, MHFII, MO, SOAM and Holdings. The non-managing member of Holdings and SOAM is 2 WTC LLC, a New York limited liability company (“2WTC”).

 

(b)    The address of the principal offices of each of MP, MHF, MHFII, Holdings and SOAM and the business address of Mr. Maltese is Sandler O’Neill Asset Management LLC, 780 Third Avenue, 5th Floor, New York, New York 10017. The address of the principal office of MO is c/o BYSIS Hedge Fund Services (Cayman) Limited, P.O. Box 30362 SMB, Harbour Centre, Third Floor, George Town, Grand Cayman, Cayman Islands, British West Indies. The address of the principal office of 2WTC is c/o Sandler O’Neill & Partners, L.P., 919 Third Avenue, 6th Floor, New York, New York 10022.

 

Page 9 of 14


(c)    The principal business of MP, MHF and MHFII is that of private partnerships engaged in investment in securities for its own account. The principal business of MO is that of investment in securities for its own account. The principal business of Holdings is that of acting as general partner for the Partnerships. The principal business of SOAM is that of providing administrative and management services to the Partnerships and management services to MO. The present principal occupation or employment of Mr. Maltese is President of SOAM and Holdings. The principal business of 2WTC is investing in Holdings and SOAM.

 

(d)    During the last five years, none of MP, MHF, MHFII, MO, Holdings, SOAM, 2WTC or Mr. Maltese has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)    During the last five years, none of MP, MHF, MHFII, MO, Holdings, SOAM, 2WTC or Mr. Maltese has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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)    Mr. Maltese is a U.S. citizen.

 

Item 3.    Source and Amount of Funds.

 

The net investment cost (including commissions, if any) of the shares of Common Stock held by MP, MHF, MHFII and MO is $180,000, $180,000, $980,000 and $660,000 respectively. Such shares were purchased with the investment capital of the respective entities.

 

Item 4.    Purpose of Transaction.

 

The purpose for which the Common Stock was acquired by the Reporting Persons is for investment. As such, in the ordinary course of their business, the Reporting Persons will continuously evaluate the financial condition, results of operations, business and prospects of the Issuer, the securities markets in general and the market for the Common Stock in particular, conditions in the economy and the financial institutions industry generally and other investment opportunities, all with a view to determining whether to hold, decrease or increase its investment in the Common Stock, through open market, privately negotiated or any other transactions. In the ordinary course of evaluating its investment, representatives of the Reporting Persons may from time to time seek to (or be invited to) discuss the business and policies of the Issuer with the management of the Issuer. However, none of the Reporting Persons has any plan or proposal as of the date hereof which would relate to or result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.    Interest in Securities of the Issuer.

 

(a)    Based upon an aggregate of 4,593,241 shares of Common Stock outstanding, as determined by the Issuer’s most recently available public information, as of the close of business on July 22, 2005:

 

Page 10 of 14


  (i)   MP beneficially owned 22,500 shares of Common Stock, constituting 0.49% of the shares outstanding.

 

  (ii)   MHF beneficially owned 22,500 shares of Common Stock, constituting approximately 0.49% of the shares outstanding.

 

  (iii)   MHFII beneficially owned 122,500 shares of Common Stock, constituting approximately 2.67% of the shares outstanding.

 

  (iv)   MO beneficially owned 82,500 shares of Common Stock, constituting approximately 1.79% of the shares outstanding.

 

  (v)   SOAM owned directly no shares of Common Stock. By reason of its position as management company for MP, MHF, MHFII and MO, under the provisions of Rule 13d-3, SOAM may be deemed to beneficially own the 22,500 shares owned by MP, the 22,500 shares owned by MHF, the 122,500 shares owned by MHFII and the 82,500 shares owned by MO, or an aggregate of 250,000 shares of Common Stock, constituting approximately 5.44% of the shares outstanding.

 

  (vi)   Holdings owned directly no shares of Common Stock. By reason of its position as general partner of MP, MHF and MHFII, under the provisions of Rule 13d-3 of the Securities and Exchange Commission (“Rule 13d-3”), Holdings may be deemed to beneficially own the 22,500 shares owned by MP, the 22,500 shares owned by MHF, and the 122,500 shares owned by MHFII, or an aggregate of 167,500 shares of Common Stock, constituting approximately 3.64% of the shares outstanding.

 

  (vii)   Mr. Maltese directly owned no shares of Common Stock. By reason of his position as President of Holdings and SOAM, Mr. Maltese may be deemed to beneficially own the 22,500 shares owned by MP, the 22,500 shares owned by MHF, the 122,500 shares owned by MHFII and the 82,500 shares owned by MO, or an aggregate of 250,000 shares of Common Stock, constituting approximately 5.44% of the shares outstanding.

 

  (viii)   In the aggregate, the Reporting Persons beneficially own of 250,000 shares of Common Stock, constituting approximately 5.44% of the shares outstanding.

 

  (ix)   2WTC directly owned no shares of Common Stock.

 

(b)        The Partnerships each have the power to dispose of and to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, Holdings. Holdings is a party to a management agreement with SOAM

 

Page 11 of 14


pursuant to which SOAM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by Holdings. MO has the power to dispose of and to vote the shares of Common Stock beneficially owned by it. MO is a party to a management agreement with SOAM pursuant to which SOAM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by MO. Mr. Maltese, as President and managing member of Holdings and SOAM, shares the power to dispose of and to vote the shares of Common Stock beneficially owned by the other Reporting Persons.

 

(c) During the sixty days prior to July 22, 2005 none of the Reporting persons effected any transactions in the Common Stock.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

There are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer.

 

Item 7.    Material to be Filed as Exhibits.

 

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

 

Page 12 of 14


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.

 

Dated: August 4, 2005

 

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

President

         

Terry Maltese

President

MALTA OFFSHORE, LTD

     

MALTA HEDGE FUND II, L.P.

By:  

Sandler O’Neill Asset

Management LLC         

      By:  

SOAM Holdings, LLC,

the sole general partner

By:  

/s/ Terry Maltese


      By:  

/s/ Terry Maltese


   

Terry Maltese

President

         

Terry Maltese

President

       

Sandler O’Neill Asset

SOAM Holdings, LLC      

Management LLC

By:  

/s/ Terry Maltese


      By:  

/s/ Terry Maltese


   

Terry Maltese

President

         

Terry Maltese

President

       

Terry Maltese

               

/s/ Terry Maltese


                Terry Maltese

 

Page 13 of 14