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 |
[X] |
Definitive
Additional Materials |
[ ] |
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.
Goodbody/PL Capital, L.P.
PL Capital Advisors, LLC
Richard J.
Lashley
Daniel J. Mullane
John W. Palmer
(Name of Person(s) Filing Proxy Statement if other
than the Registrant)
Payment of Filing Fee (Check the
appropriate box):
[ ] |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
1. |
Title
of each class of securities to which transaction applies: |
|
2. |
Aggregate
number of securities to which transaction applies: |
|
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): |
|
4. |
Proposed
maximum aggregate value of transaction: |
[ ] |
Fee
paid previously with preliminary materials. |
[ ] |
Check
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. |
|
1. |
Amount
Previously Paid: |
|
2. |
Form,
Schedule or Registration Statement No.: |
Filed by PL Capital
Group
The
PL Capital Group issued a press release on May 16, 2008. A copy of the press release
follows as part of this filing under Rule 14a-6 of the Securities Exchange Act of 1934, as
amended.
Important Information
PL
Capital Group has filed a definitive proxy statement and other proxy materials with the
Securities and Exchange Commission (the SEC) in connection with the nomination
of Daniel J. Mullane, Richard J. Lashley and John W. Palmer (the PL Capital
Nominees) to serve as directors of Bancorp Rhode Island, Inc. The definitive proxy
statement has been sent to shareholders of Bancorp Rhode Island seeking their support of
the PL Capital Nominees at Bancorp Rhode Islands 2008 Annual Meeting of
Shareholders. Shareholders are urged to read the definitive proxy statement and proxy
card because they contain important information about PL Capital Group, the PL Capital
Nominees, Bancorp Rhode Island and related matters. Shareholders may obtain a free
copy of the definitive proxy statement and other documents filed by PL Capital Group with
the SEC at the SECs web site at www.sec.gov. The definitive proxy statement and
other related SEC documents filed by PL Capital Group with the SEC may also be obtained
free of charge from PL Capital Group.
Participants in
Solicitation
PL
Capital Group consists of the following persons who are participants in the solicitation
from Bancorp Rhode Island, Inc.s shareholders of proxies in favor of the PL Capital
Nominees: PL Capital, LLC; Goodbody/PL Capital, LLC; Financial Edge Fund, L.P.; Financial
Edge-Strategic Fund, L.P.; PL Capital/Focused Fund, L.P.; Goodbody/PL Capital, L.P.; PL
Capital Advisors, LLC; Richard J. Lashley; John W. Palmer and Daniel J. Mullane. Such
participants may have interests in the solicitation, including as a result of holding
shares of Bancorp Rhode Island common stock. Information regarding the participants and
their interests is contained in the definitive proxy statement filed by PL Capital Group
with the SEC in connection with Bancorp Rhode Islands 2008 Annual Meeting of
Shareholders.
PL CAPITAL REQUESTS BANCORP RHODE
ISLAND TO PUBLICLY DISCLOSE ITS BASIS TO ACHIEVE ITS STATED GOAL TO LOWER ITS EFFICIENCY
RATIO TO 65% IN THE SHORT-TERM
Naperville, IL May 16, 2008 PR
Newswire/ On May 15, 2008, Bancorp Rhode Island, Inc. (NASDAQ: BARI) announced that
RiskMetrics Group, Inc. (formerly Institutional Shareholder Services) (ISS) recommended
that Bancorp Rhode Island shareholders vote for all of Bancorp Rhode Islands
nominees at the companys upcoming Annual Meeting of Shareholders on May 21, 2008.
As part of ISS decision to
support Bancorp Rhode Islands nominees, the report stated Management informed
ISS that it expects BARIs efficiency ratio to decline to 65 percent in the
short-term, closer to its peer group average of 61 percent. This material non-public
information, selectively disclosed to ISS by Bancorp Rhode Island, runs contrary to
Bancorp Rhode Islands publicly disclosed earnings guidance of earnings per share of
$1.94 to $1.99 for fiscal 2008, and is omitted from Bancorp Rhode Islands proxy
materials.
PL Capital estimates that a 65%
efficiency ratio achieved through a reduction in expenses would equate to earnings per
share of $2.51 for fiscal 2008. To arrive at a 65% efficiency ratio through an increase in
revenues would equate to earnings per share of $2.78 for fiscal 2008. This range is
materially above Bancorp Rhode Islands publicly disclosed earnings guidance of
earnings per share of $1.94 to $1.99 for fiscal 2008. As PL Capital previously stated in
its definitive proxy materials, Bancorp Rhode Islands publicly disclosed earnings
guidance suggests that Bancorp Rhode Island has hit a wall at an 8% return on
equity and an efficiency ratio consistently stuck above 70%, which is in sharp contrast to
Bancorp Rhode Islands selectively disclosed statement to ISS that it expects its
efficiency ratio to decline to 65% in the short-term.
John Palmer of PL Capital, the second
largest shareholder in Bancorp Rhode Island, stated we believe that Bancorp Rhode
Islands selective disclosures to ISS are material and significant, and that Bancorp
Rhode Island has a duty to incorporate the revised efficiency ratio into their 2008
earnings guidance and proxy materials. PL Capital has notified the Securities and Exchange
Commission of Bancorp Rhode Islands selective disclosure to ISS and the need for
Bancorp Rhode Island to update its 2008 public earnings guidance and provide in its proxy
materials its basis for achieving an efficiency ratio of 65% in the short-term.
While we are skeptical of Bancorp
Rhode Islands ability to achieve a 65% efficiency ratio in the short-term, we would
welcome this improvement in Bancorp Rhode Islands performance. We plan to hold CEO
Merrill Sherman and the Board of Directors accountable to achieve this revised
guidance.
Contact: |
Richard Lashley |
John W. Palmer |
|
973-360-1666 |
630-848-1340 |
|
Bankfund@aol.com |
Palmersail@aol.com |