- Amended Statement of Ownership (SC 13G/A)
14 Februar 2012 - 4:08PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE
ACT OF 1934
(Amendment No. 1)*
Poage Bankshares, Inc.
|
(Name of Issuer)
|
|
|
Common Stock
|
(Title of Class of Securities)
|
|
|
730206109
|
(CUSIP Number)
|
|
|
December 31, 2011
|
(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
____________________
*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 the disclosures provided in a prior cover page.
The information required in
the remainder of this cover page shall not be deemed to be “filed” for 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).
CUSIP No. 730206109
|
13G
|
Page 2 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Labrador Partners L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5.
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6.
|
SHARED VOTING POWER
225,855
|
EACH
REPORTING
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON WITH
|
8.
|
SHARED DISPOSITIVE POWER
225,855
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,855
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
*SEE INSTRUCTIONS BEFORE FILLING
OUT!
CUSIP No. 730206109
|
13G
|
Page 3 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Farley Associates II LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5.
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6.
|
SHARED VOTING POWER
225,855
|
EACH
REPORTING
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON WITH
|
8.
|
SHARED DISPOSITIVE POWER
225,855
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,855
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
|
12.
|
TYPE OF REPORTING PERSON*
CO
|
|
|
|
|
*SEE INSTRUCTIONS BEFORE FILLING
OUT!
CUSIP No. 730206109
|
13G
|
Page 4 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Newfoundland Partners L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5.
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6.
|
SHARED VOTING POWER
77,724
|
EACH
REPORTING
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON WITH
|
8.
|
SHARED DISPOSITIVE POWER
77,724
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,724
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
*SEE INSTRUCTIONS BEFORE FILLING
OUT!
CUSIP No. 730206109
|
13G
|
Page 5 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
FA Newfoundland LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5.
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6.
|
SHARED VOTING POWER
77,724
|
EACH
REPORTING
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON WITH
|
8.
|
SHARED DISPOSITIVE POWER
77,724
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,724
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.3%
|
12.
|
TYPE OF REPORTING PERSON*
CO
|
|
|
|
|
*SEE INSTRUCTIONS BEFORE FILLING
OUT!
CUSIP No. 730206109
|
13G
|
Page 6 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Farley Capital II L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5.
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6.
|
SHARED VOTING POWER
336,800
|
EACH
REPORTING
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON WITH
|
8.
|
SHARED DISPOSITIVE POWER
336,800
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
336,800
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
|
12.
|
TYPE OF REPORTING PERSON*
PN
|
|
|
|
|
*SEE INSTRUCTIONS BEFORE FILLING
OUT!
CUSIP No. 730206109
|
13G
|
Page 7 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Stephen Farley LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
5.
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6.
|
SHARED VOTING POWER
336,800
|
EACH
REPORTING
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON WITH
|
8.
|
SHARED DISPOSITIVE POWER
336,800
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
336,800
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
|
12.
|
TYPE OF REPORTING PERSON*
CO
|
|
|
|
|
*SEE INSTRUCTIONS BEFORE FILLING
OUT!
CUSIP No. 730206109
|
13G
|
Page 8 of 15 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Stephen L. Farley
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
|
5.
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
6.
|
SHARED VOTING POWER
336,800
|
EACH
REPORTING
|
7.
|
SOLE DISPOSITIVE POWER
-0-
|
PERSON WITH
|
8.
|
SHARED DISPOSITIVE POWER
336,800
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
336,800
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
|
12.
|
TYPE OF REPORTING PERSON*
IN
|
|
|
|
|
*SEE INSTRUCTIONS BEFORE FILLING
OUT!
CUSIP No. 730206109
|
13G
|
Page 9 of 15 Pages
|
Item 1(a).
Name
of Issuer:
The name of the issuer is
Poage Bankshares, Inc. (the “Company”).
Item 1(b).
Address
of Issuer’s Principal Executive Offices:
The Company’s principal
executive offices are located at 1500 Carter Avenue, Ashland, Kentucky 41101.
Item 2(a).
Name
of Person Filing:
|
This statement is filed by:
|
|
(i)
|
Labrador Partners L.P., a Delaware limited partnership (“Labrador”), with respect to the shares of Common Stock directly owned by it;
|
|
(ii)
|
Farley Associates II LLC, a Delaware limited liability company (“Farley Associates II”), which serves as general partner of Labrador, with respect to the shares of Common Stock directly owned by Labrador;
|
|
(iii)
|
Newfoundland Partners L.P., a Delaware limited partnership (“Newfoundland Partners”), with respect to the shares of Common Stock directly owned by it;
|
|
(iv)
|
FA Newfoundland LLC, a Delaware limited liability company (“FA Newfoundland”), which serves as general partner of Newfoundland Partners, with respect to the shares of Common Stock directly owned by Newfoundland Partners;
|
|
(v)
|
Farley Capital II L.P., a Delaware limited partnership (“Farley Capital II”), which serves as the management company to Newfoundland Partners and Labrador, with respect to the shares of Common Stock directly owned by each of Newfoundland Partners and Labrador, and which serves as the investment manager to a managed account (the “Managed Account”), with respect to shares of Common Stock directly owned by the Managed Account;
|
|
(vi)
|
Stephen Farley LLC, a Delaware limited liability company (“Farley LLC”), which serves as managing member of each of FA Newfoundland and Farley Associates II, and which serves as general partner of Farley Capital II, with respect to the shares of Common Stock directly owned by each of Newfoundland Partners, Labrador and the Managed Account; and
|
|
(vii)
|
Stephen L. Farley, who serves as managing member of Farley LLC, with respect to the shares of Common Stock directly owned by each of Newfoundland Partners, Labrador and the Managed Account.
|
CUSIP No. 730206109
|
13G
|
Page 10 of 15 Pages
|
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
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.
Item 2(b).
Address
or Principal Business Office or, if none, Residence:
The address of the business
office of each of the Reporting Persons is 800 Third Avenue, Suite 2305, New York, New York 10022.
Item 2(c).
Citizenship:
Labrador, Newfoundland Partners
and Farley Capital II are limited partnerships organized under the laws of the State of Delaware. Farley Associates II, Farley
LLC and FA Newfoundland are limited liability companies organized under the laws of the State of Delaware. Stephen L. Farley is
a United States citizen.
Item 2(d).
Title
of Class of Securities:
Common Stock, par value $0.01
per share (the “Common Stock”).
Item 2(e).
CUSIP
Number:
730206109
Item 3.
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
|
£
|
Broker or dealer registered under Section 15 of the Act,
|
|
|
|
(b)
|
£
|
Bank as defined in Section 3(a)(6) of the Act,
|
|
|
|
(c)
|
£
|
Insurance Company as defined in Section 3(a)(19) of the Act,
|
|
|
|
(d)
|
£
|
Investment Company registered under Section 8 of the Investment Company Act of 1940,
|
|
|
|
(e)
|
£
|
Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
|
|
|
|
(f)
|
£
|
Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
|
|
|
|
(g)
|
£
|
Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
|
|
|
|
(h)
|
£
|
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
|
CUSIP No. 730206109
|
13G
|
Page 11 of 15 Pages
|
(i)
|
£
|
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
|
|
|
|
(j)
|
£
|
Non-U.S. Institution in accordance with Rule 13d-1(b)(1)(ii)(J),
|
|
|
|
(k)
|
£
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
If filing as a non-U.S. institution
in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution: ____
Not applicable.
Item 4.
Ownership:
|
A.
|
Labrador Partners L.P.
|
|
(a)
|
Amount beneficially owned: 225,855
|
|
(b)
|
Percent of class: 6.7%. The percentages used in this
Item 4 and elsewhere in this Form 13G are calculated based upon 3,372,375 shares of Common Stock to be issued and
outstanding as of September 30, 2011, as reported in the Company’s Annual Report on Form 10-K filed with the SEC
on December 28, 2011.
|
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|
(ii)
|
Shared power to vote or direct the vote: 225,855
|
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|
(iv)
|
Shared power to dispose or direct the disposition: 225,855
|
|
B.
|
Farley Associates II LLC
|
|
(a)
|
Amount beneficially owned: 225,855
|
|
(b)
|
Percent of class: 6.7%
|
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|
(ii)
|
Shared power to vote or direct the vote: 225,855
|
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|
(iv)
|
Shared power to dispose or direct the disposition: 225,855
|
|
C.
|
Newfoundland Partners L.P.
|
|
(a)
|
Amount beneficially owned: 77,724
|
|
(b)
|
Percent of class: 2.3%
|
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|
(ii)
|
Shared power to vote or direct the vote: 77,724
|
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|
(iv)
|
Shared power to dispose or direct the disposition: 77,724
|
CUSIP No. 730206109
|
13G
|
Page 12 of 15 Pages
|
|
(a)
|
Amount beneficially owned: 77,724
|
|
(b)
|
Percent of class: 2.3%
|
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|
(ii)
|
Shared power to vote or direct the vote: 77,724
|
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|
(iv)
|
Shared power to dispose or direct the disposition: 77,724
|
|
E.
|
Farley Capital II L.P.
|
|
(a)
|
Amount beneficially owned: 336,800
|
|
(b)
|
Percent of class: 9.99%
|
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|
(ii)
|
Shared power to vote or direct the vote: 336,800
|
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|
(iv)
|
Shared power to dispose or direct the disposition: 336,800
|
|
(a)
|
Amount beneficially owned: 336,800
|
|
(b)
|
Percent of class: 9.99%
|
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|
(ii)
|
Shared power to vote or direct the vote: 336,800
|
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|
(iv)
|
Shared power to dispose or direct the disposition: 336,800
|
|
(a)
|
Amount beneficially owned: 336,800
|
|
(b)
|
Percent of class: 9.99%
|
|
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|
(ii)
|
Shared power to vote or direct the vote: 336,800
|
|
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
|
(iv)
|
Shared power to dispose or direct the disposition: 336,800
|
Item 5.
Ownership
of Five Percent or Less of a Class:
Not applicable.
Item 6.
Ownership
of More than Five Percent on Behalf of Another Person:
Stephen L. Farley is the managing member
of Stephen Farley LLC, and in that capacity directs its operations. Stephen Farley LLC, of which Mr. Farley is the managing member,
is the managing member of each of FA Newfoundland LLC and Farley Associates II LLC, and is the general partner of Farley
Capital II L.P., and in that capacity, respectively, directs their operations. FA Newfoundland LLC is the general partner of Newfoundland
Partners L.P., and in that capacity directs its operations. Farley Associates II LLC is the general partner of Labrador Partners
L.P., and in that capacity directs its operations.
CUSIP No. 730206109
|
13G
|
Page 13 of 15 Pages
|
Item 7.
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
Not applicable.
Item 8.
Identification
and Classification of Members of the Group:
See Item 2.
Item 9.
Notice
of Dissolution of Group:
Not applicable.
Item 10.
Certification:
Each of the Reporting Persons
hereby makes the following certification:
By signing below
we certify that, to the best of our 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 and effect.
CUSIP No. 730206109
|
13G
|
Page 14 of 15 Pages
|
SIGNATURES
After reasonable inquiry and
to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2012
|
STEPHEN L. FARLEY
|
|
|
|
|
|
|
/s/ Stephen L. Farley
|
|
|
|
|
|
|
STEPHEN FARLEY LLC
|
|
|
|
|
|
|
By:
|
/s/ Stephen L. Farley
|
|
|
|
Stephen L. Farley
|
|
|
|
Managing Member
|
|
|
|
|
|
|
FARLEY CAPITAL II L.P.
|
|
|
|
|
|
|
By:
|
Stephen Farley LLC
General Partner
|
|
|
|
|
|
|
By:
|
/s/ Stephen L. Farley
|
|
|
|
Stephen L. Farley
|
|
|
|
Managing Member
|
|
|
FARLEY ASSOCIATES II LLC
|
|
|
|
|
|
|
By:
|
Stephen Farley LLC
Managing Member
|
|
|
|
|
|
|
By:
|
/s/ Stephen L. Farley
|
|
|
|
Stephen L. Farley
|
|
|
|
Managing Member
|
|
CUSIP No. 730206109
|
13G
|
Page 15 of 15 Pages
|
|
LABRADOR PARTNERS L.P.
|
|
|
|
|
|
|
By:
|
Farley Associates II LLC
General Partner
|
|
|
|
|
|
|
By:
|
Stephen Farley LLC
Managing Member
|
|
|
|
|
|
|
By:
|
/s/ Stephen L. Farley
|
|
|
|
Stephen L. Farley
|
|
|
|
Managing Member
|
|
|
FA NEWFOUNDLAND LLC
|
|
|
|
|
|
|
By:
|
Stephen Farley LLC
Managing Member
|
|
|
|
|
|
|
By:
|
/s/ Stephen L. Farley
|
|
|
|
Stephen L. Farley
|
|
|
|
Managing Member
|
|
|
NEWFOUNDLAND PARTNERS L.P.
|
|
|
|
|
|
|
By:
|
FA Newfoundland LLC
General Partner
|
|
|
|
|
|
|
By:
|
Stephen Farley LLC
Managing Member
|
|
|
|
|
|
|
By:
|
/s/ Stephen L. Farley
|
|
|
|
Stephen L. Farley
|
|
|
|
Managing Member
|
|
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