SCHEDULE 14A
INFORMATION
Proxy Statement
Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [ ]
Filed by a
Party other than the Registrant [X]
Check the appropriate box:
| [ ] |
Preliminary
Proxy Statement |
| [ ] |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| [ ] |
Definitive
Proxy Statement |
| [ ] |
Definitive
Additional Materials |
| [X] |
Soliciting
Material under Rule 14a-12 |
BANCORP RHODE
ISLAND, INC.
(Name of Registrant as
Specified in its Charter)
Financial Edge Fund,
L.P.
PL Capital, LLC
Goodbody/PL Capital, LLC
Financial
Edge-Strategic Fund, L.P.
PL Capital/Focused
Fund, L.P.
PL Capital Offshore,
Ltd.
Goodbody/PL Capital, L.P.
PL Capital Advisors, LLC
Richard J. Lashley
John W.
Palmer
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the
appropriate box):
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computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title
of each class of securities to which transaction applies: |
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Aggregate
number of securities to which transaction applies: |
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3. |
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined): |
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Proposed
maximum aggregate value of transaction: |
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Fee
paid previously with preliminary materials. |
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box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing. |
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Amount
Previously Paid: |
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Filed by PL Capital
Group
On
January 24, 2007, PL Capital Group issued a press release announcing its intent to
nominate Richard J. Lashley and John W. Palmer to serve as directors of Bancorp Rhode
Island, Inc. A copy of the press release follows as part of this
filing under Rule 14a-12 of the Securities Exchange Act of 1934, as amended.
PL CAPITAL ANNOUNCES INTENT TO
NOMINATE TWO OUTSIDE DIRECTORS TO BANCORP RHODE ISLAND, INC. BOARD
Naperville, IL January 24, 2007 PR
Newswire/ — On January 24, 2007, PL Capital Group principal Richard Lashley filed a
notice of intent to nominate himself and fellow PL Capital Group principal John W. Palmer
to serve as directors of Bancorp Rhode Island, Inc. (NASDAQ: BARI), at Bancorp Rhode
Island’s 2007 Annual Meeting of Shareholders. The PL Capital Group beneficially owns
382,220 shares of Bancorp Rhode Island (8.0% of the outstanding shares).
PL Capital Group principal John
Palmer noted, “There is an accepted axiom in banking that a bank has to “earn
the right” to remain independent. In our view, Bancorp Rhode Island has not performed
anywhere near well enough to justify remaining independent, a situation that appears
unlikely to change anytime soon.”
Mr. Lashley added, “Despite
underperforming, Bancorp Rhode Island has an attractive branch network and
market share. Their franchise value will likely cause an acquirer of Bancorp
Rhode Island to pay more for Bancorp Rhode Island than the company can create
by remaining independent. We also believe there are many potential acquirers of
Bancorp Rhode Island, all of whom are fully capable of serving the needs of
local businesses and customers in Rhode Island. We look forward to becoming
members of the Board of Directors so that we can advocate for a realistic
examination of the Bancorp Rhode Island’s prospects and strategic
alternatives.”
This press release does not
constitute a solicitation of proxies for any meeting of Bancorp Rhode Island’s
stockholders. Stockholders are urged to read PL Capital Group’s definitive proxy
statement when it becomes available because it will contain important information about
the solicitation. Shareholders may obtain a free copy of the definitive proxy
statement (when available), and any other relevant documents filed by PL Capital Group,
from (1) the SEC’s web site at www.sec.gov or (2) PL Capital Group. PL Capital Group
consists of the following persons who will be participants in the solicitation: PL
Capital, LLC; Goodbody/PL Capital, LLC; Financial Edge Fund, L.P.; Financial
Edge-Strategic Fund, L.P.; PL Capital/Focused Fund, L.P.; PL Capital Offshore, Ltd.;
Goodbody/PL Capital, L.P.; PL Capital Advisors, LLC; Richard J. Lashley; and John W.
Palmer. Information regarding the participants and their direct or indirect interests
in the solicitation will be contained in the definitive proxy statement to be filed by PL
Capital Group with the SEC.
| Contact: |
John
W. Palmer
630-848-1340
palmersail@aol.com |