Amended Statement of Ownership (sc 13g/a)
January 28 2013 - 5:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
BCSB Bancorp,
Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
055367106
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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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).
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CUSIP NO.
055367106
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Page 2 of 9 Pages
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1)
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NAME OF REPORTING PERSONS
FSI Group, LLC
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2)
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
¨
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3)
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SEC USE ONLY
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4)
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Ohio
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5)
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SOLE VOTING POWER
0
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6)
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SHARED VOTING POWER
184,598
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7)
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SOLE DISPOSITIVE POWER
0
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8)
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SHARED DISPOSITIVE POWER
184,598
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9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
184,598
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10)
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
¨
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11)
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
5.8%
(1)
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12)
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TYPE OF REPORTING PERSON (See
Instructions)
OO
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CUSIP NO.
055367106
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Page 3 of 9 Pages
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1)
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NAME OF REPORTING PERSONS
Steven N. Stein
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2)
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
¨
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3)
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SEC USE ONLY
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4)
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5)
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SOLE VOTING POWER
0
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6)
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SHARED VOTING POWER
184,598
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7)
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SOLE DISPOSITIVE POWER
0
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8)
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SHARED DISPOSITIVE POWER
184,598
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9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
184,598
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10)
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
¨
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11)
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
5.8%
(1)
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12)
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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CUSIP NO.
055367106
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Page 4 of 9 Pages
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1)
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NAME OF REPORTING PERSONS
John M. Stein
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2)
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
¨
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3)
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SEC USE ONLY
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4)
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5)
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SOLE VOTING POWER
0
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6)
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SHARED VOTING POWER
184,598
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7)
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SOLE DISPOSITIVE POWER
0
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8)
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SHARED DISPOSITIVE POWER
184,598
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9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
184,598
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10)
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
¨
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11)
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
5.8%
(1)
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12)
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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1
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Based on 3,184,403 shares of common stock outstanding as of December 28, 2012 as reported in the Issuers Form 10-K filed with the Securities and
Exchange Commission (SEC) on December 28, 2011.
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Page
5
of 9 Pages
SCHEDULE 13G
Item 1
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(b)
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Address of Issuers Principal Executive Offices:
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4111 East Joppa Road, Suite 300
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Item 2
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(a)
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Name of Person Filing:
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(b)
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Address of Principal Business Office or, if none, Residence:
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2.
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United States of America
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3.
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United States of America
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Page
6
of 9 Pages
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(d)
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Title of Class of Securities:
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Common stock, par value $0.01 per share
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Item 3
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Check appropriate box if this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c):
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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Group, in accordance with § 240.13d-1(b)(1)(ii)(J)
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Page
7
of 9 Pages
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(a)
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Amount beneficially owned:
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184,598
5.8%
(1)
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote:
184,598
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of:
184,598
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FSI Group, LLC (FSI) is controlled by John M. Stein and Steven N. Stein and (i) is the general partner of Financial Stocks Limited Partnership, which is the record owner of 140,533 shares
of the security being reported, (ii) is the investment manager of a separately managed institutional account which is the record holder of 18,210 shares of the security being reported, and (iii) controls Elbrook Holdings, LLC
(Elbrook), a wholly-owned subsidiary of FSI, which (a) is the investment manager of a separately managed institutional account holding 14,050 shares of the security being reported, and (b) is the investment manager of Elbrook
Offshore Fund, Ltd. (Elbrook Offshore Fund), which is the record owner of 11,805 shares of the security being reported. Accordingly, (w) FSI, John M. Stein and Steven N. Stein share with Financial Stocks Limited Partnership the
power to vote and dispose of 140,533 shares and each may be deemed the beneficial owner of such shares, (x) FSI, John M. Stein and Steven N. Stein share the power to vote and dispose of 18,210 shares and each may be deemed the beneficial owner
of such shares, (y) FSI, Elbrook, John M. Stein and Steven N. Stein share the power to vote and dispose of 14,050 shares and may be deemed the beneficial owner of such shares, and (z) FSI, Elbrook, Elbrook Offshore Fund, John M. Stein and
Steven N. Stein share the power to vote and dispose of 11,805 shares and may be deemed the beneficial owner of such shares. Notwithstanding the foregoing, nothing herein should be construed in and of itself as an admission by any of FSI, Elbrook,
Steven N. Stein or John M. Stein, as the case may be, as to the beneficial ownership of the shares set forth above. A Joint Filing Agreement is attached hereto as Exhibit A.
Item 5
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following [ ].
Item 6
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Ownership of More Than Five Percent on Behalf of Another Person:
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Not Applicable.
Page
8
of 9 Pages
Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
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Not Applicable.
Item 8
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Identification and Classification of Members of the Group:
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Not Applicable.
Item 9
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Notice of Dissolution of Group:
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Not Applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page
9
of 9 Pages
Signature
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.
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Date: January 25, 2013
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FSI Group, LLC
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/s/ JOHN M. STEIN
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By:
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John M. Stein
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Title:
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President
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/s/ STEVEN N. STEIN
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Steven N. Stein
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/s/ JOHN M. STEIN
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John M. Stein
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G filed herewith is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1)(iii) promulgated pursuant to
the Securities Exchange Act of 1934, as amended, on behalf of each such person.
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Date: January 25, 2013
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FSI Group, LLC
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/s/ JOHN M. STEIN
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By:
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John M. Stein
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Title:
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President
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/s/ STEVEN N. STEIN
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Steven N. Stein
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/s/ JOHN M. STEIN
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John M. Stein
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