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):
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Fee
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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2. |
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. |
[ ] |
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. |
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1. |
Amount
Previously Paid: |
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2. |
Form,
Schedule or Registration Statement No.: |
Filed by PL Capital
Group
The
PL Capital Group issued a press release on May 20, 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 SAYS BANCORP
RHODE ISLANDS EXPLANATIONS ARE UNSATISFACTORY AND INCONSISTENT
Naperville, IL May 20, 2008 PR
Newswire/ On May 19, 2008, Bancorp Rhode Island, Inc. (NASDAQ: BARI) filed a Form
8-K which attempted to clarify comments previously attributed to Bancorp Rhode
Islands management. These comments were contained in RiskMetrics Group, Inc.s
(formerly known as ISS) May 15, 2008 report on the election of directors at Bancorp Rhode
Islands upcoming Annual Meeting scheduled for Wednesday May 21, 2008. The May 15,
2008 ISS report stated, among other things, that 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. Understandably, this disclosure was likely a
significant factor in ISS decision to recommend that shareholders support Bancorp
Rhode Islands nominees.
In its May 19, 2008 Form 8-K, Bancorp
Rhode Islands management claimed that it does not believe that it made
such a statement to ISS. In a subsequent letter to PL Capital dated May 19, 2008, Bancorp
Rhode Islands outside corporate counsel stated among other things that Bancorp
Rhode Island, Inc. is not the guarantor of assessments made by third parties with respect
to its financial performance, and referred to the matter as the misstatement
contained in the recent report of ISS Governance Services.
Frankly, I am confused whether
Bancorp Rhode Island is claiming that they might have said it, or said it inadvertently
with no basis to support it, or as its counsel now claims, management did not say it at
all and the ISS report is simply wrong, noted PL Capital Group principal John
Palmer.
Even more troubling is the fact
that after reviewing the report Bancorp Rhode Island did not see fit on its own initiative
to publicly report and clarify the material statement (or correct the material
misstatement if indeed it was a misstatement). Instead, Bancorp Rhode Island merely issued
a press release on May 15th 2008 touting ISS recommendation to vote for
Bancorp Rhode Islands nominees. Only after PL Capital called out this issue did
Bancorp Rhode Island attempt to address the matter, Mr. Palmer added.
ISS is a respected and highly
regarded proxy advisory firm and its written report indicates that Bancorp Rhode
Islands management made a specific disclosure about Bancorp Rhode Islands
ability to achieve a 65% efficiency ratio in the short term, which if true, is in PL
Capitals view a material and selective disclosure inconsistent with Bancorp Rhode
Islands previous public guidance and disclosures, in violation of the proxy rules
and Regulation FD, stated PL Capital Group principal Richard Lashley. He continued,
Regardless of the veracity of Bancorp Rhode Islands management and who said
what to whom, the unfortunate result is that the PL Capital Groups chances of
winning board representation at the upcoming Annual Meeting have been impacted. We asked
Bancorp Rhode Island to postpone the Annual Meeting in order to give ISS and shareholders
an opportunity to digest these recent disclosures, but Bancorp Rhode Island rejected our
request. We plan to examine all alternatives available to the PL Capital Group.
Contact: |
Richard Lashley |
John W. Palmer |
|
973-360-1666 |
630-848-1340 |
|
Bankfund@aol.com |
Palmersail@aol.com |
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.