CUSIP No. 730206109
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SCHEDULE 13D
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Page 1 of 26
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)
POAGE BANKSHARES, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
730206109
(CUSIP Number)
Mr. Joseph Stilwell
111 Broadway, 12th Floor
New York, New York 10006
Telephone: (212) 269-1551
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 8, 2018
(Date of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
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).
CUSIP No. 730206109
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SCHEDULE 13D
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Page 2 of 26
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
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Stilwell Value Partners VII, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
x
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(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions) WC, OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization:
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7. Sole Voting Power: 0
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8. Shared Voting Power: 205,112
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9. Sole Dispositive Power: 0
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10. Shared Dispositive Power: 205,112
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 205,112
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11): 5.9%
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14.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. 730206109
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SCHEDULE 13D
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Page 3 of 26
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
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Stilwell Activist Fund, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
x
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(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions) WC, OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization:
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7. Sole Voting Power: 0
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8. Shared Voting Power: 205,112
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9. Sole Dispositive Power: 0
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10. Shared Dispositive Power: 205,112
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 205,112
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11): 5.9%
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14.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. 730206109
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SCHEDULE 13D
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Page 4 of 26
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
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Stilwell Activist Investments, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
x
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(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions) WC, OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization:
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7. Sole Voting Power: 0
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8. Shared Voting Power: 205,112
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9. Sole Dispositive Power: 0
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10. Shared Dispositive Power: 205,112
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 205,112
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11): 5.9%
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14.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. 730206109
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SCHEDULE 13D
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Page 5 of 26
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
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Stilwell Partners, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
x
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(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions) WC, OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of Organization:
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7. Sole Voting Power: 0
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8. Shared Voting Power: 205,112
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9. Sole Dispositive Power: 0
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10. Shared Dispositive Power: 205,112
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 205,112
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11): 5.9%
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14.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. 730206109
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SCHEDULE 13D
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Page 6 of 26
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
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Stilwell Value LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
x
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(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions) n/a
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
x
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6.
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Citizenship or Place of Organization:
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7. Sole Voting Power: 0
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8. Shared Voting Power: 205,112
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9. Sole Dispositive Power: 0
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10. Shared Dispositive Power: 205,112
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 205,112
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11): 5.9%
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14.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No. 730206109
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SCHEDULE 13D
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Page 7 of 26
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
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Joseph Stilwell
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
x
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(b)
¨
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions) PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
x
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6.
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Citizenship or Place of Organization:
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7. Sole Voting Power: 0
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8. Shared Voting Power: 205,112
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9. Sole Dispositive Power: 0
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10. Shared Dispositive Power: 205,112
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 205,112
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount in Row (11): 5.9%
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14.
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Type of Reporting Person (See Instructions)
IN
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CUSIP No. 730206109
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SCHEDULE 13D
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Page 8 of 26
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Item 1. Security and Issuer
This is the fourteenth
amendment (this “Fourteenth Amendment”) to the original Schedule 13D, which was filed on September 23, 2011 (the “Original
Schedule 13D”), amended on December 28, 2011 (the “First Amendment”), on June 8, 2012 (the “Second Amendment”),
on February 28, 2013 (the “Third Amendment”), on April 17, 2013 (the “Fourth Amendment”), on May 2, 2013
(the “Fifth Amendment”), on October 21, 2013 (the “Sixth Amendment”), on February 24, 2014 (the “Seventh
Amendment”), on March 27, 2014 (the “Eighth Amendment”), on June 19, 2014 (the “Ninth Amendment”),
on February 27, 2015 (the “Tenth Amendment”), on June 29, 2015 (the “Eleventh Amendment”), on July 28,
2015 (the “Twelfth Amendment”) and on July 27, 2018 (the “Thirteenth Amendment”). This Fourteenth Amendment
is being filed jointly by Stilwell Value Partners VII, L.P., a Delaware limited partnership (“Stilwell Value Partners VII”);
Stilwell Activist Fund, L.P., a Delaware limited partnership (“Stilwell Activist Fund”); Stilwell Activist Investments,
L.P., a Delaware limited partnership (“Stilwell Activist Investments”); Stilwell Partners, L.P., a Delaware limited
partnership (“Stilwell Partners”); Stilwell Value LLC, a Delaware limited liability company (“Stilwell Value
LLC”), and the general partner of Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments and
Stilwell Partners; and Joseph Stilwell, the managing member and owner of Stilwell Value LLC. All the filers of this statement are
collectively referred to herein as the “Group.”
This statement relates
to the common stock, par value $0.01 per share (“Common Stock”), of Poage Bankshares, Inc. (the “Issuer”).
The address of the principal executive offices of the Issuer is 1500 Carter Avenue, Ashland, Kentucky 41101. The amended joint
filing agreement of the members of the Group is attached as Exhibit 11 to the Twelfth Amendment.
Item 2. Identity and Background
(a)-(c) This statement
is filed by Joseph Stilwell with respect to the shares of Common Stock beneficially owned by Joseph Stilwell, including shares
of Common Stock held in the names of Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments and Stilwell
Partners in Joseph Stilwell’s capacities as the managing member and owner of Stilwell Value LLC, which is the general partner
of Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments and Stilwell Partners.
The business address of
Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Partners, Stilwell Value LLC, and
Joseph Stilwell is 111 Broadway, 12th Floor, New York, New York 10006.
The principal employment
of Joseph Stilwell is investment management. Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments
and Stilwell Partners are private investment partnerships engaged in the purchase and sale of securities for their own accounts.
Stilwell Value LLC serves as the general partner of Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments,
Stilwell Partners and related partnerships.
(d) During the past five
years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five
years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such
laws, except as indicated in
Schedule A
attached hereto.
(f) Joseph Stilwell is
a citizen of the United States.
CUSIP No. 730206109
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SCHEDULE 13D
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Page 9 of 26
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Item 3. Source and Amount of Funds or Other
Consideration
All purchases of shares
of Common Stock made by the Group using funds borrowed from Fidelity and Morgan Stanley, if any, were made in margin transactions
on their usual terms and conditions. All or part of the shares of Common Stock owned by members of the Group may from time to time
be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of
the Group. Such loans generally bear interest at a rate based on the broker’s call rate from time to time in effect. Such
indebtedness, if any, may be refinanced with other banks or broker-dealers.
Item 4. Purpose of Transaction
We are filing this Fourteenth Amendment to report
that members of the Group have sold shares of Common Stock. We believe the Board and management acted in the best interests of
shareholders with the Issuer's recently announced sale to City Holding Company.
Our purpose in acquiring shares of Common Stock
of the Issuer was to profit from the appreciation in the market price of the shares of Common Stock through asserting shareholder
rights.
In our view, the Issuer's
Board was not focused on maximizing shareholder value. We sought Board representation with the goal of maximizing shareholder
value. Our nominee, Stephen S. Burchett, was elected to the Board of Directors at the Issuer's annual meeting on July 21, 2015.
On July 11, 2018, the Issuer's sale to City Holding Company was announced.
Since 2000, members or
affiliates of the Group have taken an ‘activist position’ in 64 other publicly-traded companies. Currently, members
or affiliates of the Group file Schedule 13Ds to disclose greater than 5% positions only in SEC-reporting companies. For simplicity,
these affiliates are referred to below as the “Group,” “we,” “us,” or “our.” In
each instance, our purpose has been to profit from the appreciation in the market price of the shares we held by asserting shareholder
rights. In addition, we believed that the values of the companies’ assets were not adequately reflected in the market prices
of their shares. Our actions are described below. We have categorized the descriptions of our actions with regard to the issuers
based upon certain outcomes (whether or not, directly or indirectly, such outcomes resulted from the actions of the Group). Within
categories I through III below, the descriptions are listed in chronological order based upon the completion date of the investment;
within categories IV through VIII below, the descriptions are listed in chronological order based upon the respective filing dates
of the originally-filed Schedule 13Ds, or, in limited instances, the acquisition date of the 5% position of a non-reporting company.
I. After we asserted
shareholder rights, the following issuers were sold or merged:
Security of Pennsylvania
Financial Corp. (“SPN”)
- We filed our original Schedule 13D to report our position on May 1, 2000. We scheduled
a meeting with senior management to discuss ways to maximize the value of SPN’s assets. On June 2, 2000, prior to the scheduled
meeting, SPN and Northeast Pennsylvania Financial Corp. announced SPN’s acquisition.
Cameron Financial Corporation
(“Cameron”)
- We filed our original Schedule 13D to report our position on July 7, 2000. We exercised our shareholder
rights by, among other things, requesting that Cameron management hire an investment banker, demanding Cameron’s list of
shareholders, meeting with Cameron’s management, demanding that Cameron invite our representatives to join the board, writing
to other shareholders to express our dismay with management’s inability to maximize shareholder value and publishing that
letter in the local press. On October 6, 2000, Cameron announced its sale to Dickinson Financial Corp.
Community Financial
Corp. (“CFIC”)
- We filed our original Schedule 13D to report our position on January 4, 2001, following CFIC’s
announcement of the sale of two of its four subsidiary banks and its intention to sell one or more of its remaining subsidiaries.
We reported that we acquired CFIC stock for investment purposes. On January 25, 2001, CFIC announced the sale of one of its remaining
subsidiaries. We then announced our intention to run an alternate slate of directors at the 2001 annual meeting if CFIC did not
sell the remaining subsidiary by then. On March 27, 2001, we wrote to CFIC confirming that CFIC’s management had agreed to
meet with one of our proposed nominees to the board. On March 30, 2001, before our meeting took place, CFIC announced its merger
with First Financial Corporation.
CUSIP No. 730206109
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SCHEDULE 13D
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Page
10 of 26
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Montgomery Financial
Corporation (“Montgomery”)
- We filed our original Schedule 13D to report our position on February 23, 2001. On
April 20, 2001, we met with Montgomery’s management and suggested that they maximize shareholder value by selling the institution.
We also informed management that we would run an alternate slate of directors at the 2001 annual meeting unless Montgomery was
sold. Eleven days after we filed our Schedule 13D, however, Montgomery’s board amended its bylaws to limit the pool of potential
nominees to local persons with a banking relation and to shorten the deadline to nominate an alternate slate. We located qualified
nominees under the restrictive bylaw provisions and noticed our slate within the deadline. On June 5, 2001, Montgomery announced
that it had hired an investment banker to explore a sale. On July 24, 2001, Montgomery announced its merger with Union Community
Bancorp.
Community Bancshares,
Inc. (“COMB”)
- We filed our original Schedule 13D reporting our position on March 29, 2004. We disclosed that
we intended to meet with COMB’s management and evaluate management’s progress in resolving its regulatory issues, lawsuits,
problem loans, and non-performing assets, and that we would likely support management if it effectively addressed COMB’s
challenges. On November 21, 2005, we amended our Schedule 13D and stated that although we believed that COMB’s management
had made progress, COMB’s return on equity would likely remain below average for the foreseeable future, and it should therefore
be sold. We also stated that if COMB did not announce a sale before our deadline to solicit proxies for the next annual meeting,
we would solicit proxies to elect our own slate. On January 6, 2006, we disclosed the names of our three board nominees. On May
1, 2006, COMB announced its sale to The Banc Corporation.
Jefferson Bancshares,
Inc. (“JFBI”)
- We filed our original Schedule 13D reporting our position on April 8, 2013. Our shareholder proposal
requesting the board seek outside assistance to maximize shareholder value through actions such as a sale or merger was defeated
at JFBI’s 2013 annual meeting. We met with management and the board of directors and told them that we would seek board representation
at JFBI’s 2014 annual meeting if JFBI did not announce its sale. JFBI’s sale to HomeTrust Bancshares, Inc. was announced
on January 23, 2014.
FedFirst Financial Corporation
(“FFCO”)
- We filed our original Schedule 13D reporting our position on September 24, 2010. After several meetings
with management, FFCO completed a meaningful number of share repurchases, and on April 14, 2014, FFCO announced its sale to CB
Financial Services, Inc.
SP Bancorp, Inc. (“SPBC”)
- We filed our original Schedule 13D reporting our position on February 28, 2011. On August 9, 2013, we met with management and
the chairman to assess the best way to maximize shareholder value. SPBC completed a meaningful number of share repurchases, and
on May 5, 2014, SPBC announced its sale to Green Bancorp Inc.
TF Financial Corporation
(“THRD”)
- We filed our original Schedule 13D reporting our position on November 29, 2012. We met with the CEO
and the chairman, encouraging them to focus only on accretive acquisitions and to repurchase shares up to book value. They subsequently
did both. On June 4, 2014, THRD announced its sale to National Penn Bancshares, Inc.
Fairmount Bancorp, Inc.
(“FMTB”)
- We filed our original Schedule 13D reporting our position on September 21, 2012. On February 25, 2014,
we reported our intention to seek board representation at FMTB’s 2015 annual meeting if FMTB did not announce its sale. However,
due to the appointment of our representative to another board in the local area, we were unable to nominate our representative
at the 2015 election of FMTB directors. We reiterated our intent to seek board representation at the earliest possible time if
FMTB was not sold. FMTB’s sale was announced on April 16, 2015.
Harvard Illinois Bancorp,
Inc. (“HARI”)
- We filed our original Schedule 13D reporting our position on April 1, 2011. In 2012, we nominated
a director for election at HARI’s 2012 annual meeting and communicated our belief that HARI should merge with a stronger
community bank. Our nominee was not elected, so we nominated a director at HARI’s 2013 annual meeting and stated our position
that HARI should be sold. We communicated to stockholders our intent to run a nominee every year until elected, and we nominated
a director at HARI’s 2014 annual meeting. Our nominee was not elected, so in April 2015, we began soliciting stockholder
votes for our nominee for HARI’s 2015 annual meeting. On May 21, 2015, HARI announced the sale of its subsidiary bank to
State Bank in Wonder Lake, IL. We subsequently withdrew our solicitation of proxies for the election of our nominee at HARI’s
2015 annual meeting. The sale of HARI’s subsidiary bank was completed on August 1, 2016. On August 10, 2016, we entered into
a settlement agreement with HARI whereby two legacy board members stepped down, and we agreed not to seek board representation
through 2017. HARI is implementing a plan of voluntary dissolution.
CUSIP No. 730206109
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SCHEDULE 13D
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Page 11 of 26
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Eureka Financial Corp.
(“EKFC”)
- We filed our original Schedule 13D reporting our position on March 28, 2011. We encouraged EKFC to pay
special dividends to shareholders and repurchase shares. Management and the board did both, and on September 3, 2015, EKFC announced
its sale to NexTier, Inc.
United-American Savings
Bank (“UASB”)
- We filed our original Schedule 13D with the Federal Deposit Insurance Corporation reporting our
position on May 20, 2013. We believe management and the board acted in good faith to position UASB to maximize shareholder value.
After we encouraged them to sell, UASB announced its sale to Emclaire Financial Corp on December 30, 2015.
Polonia Bancorp, Inc.
(“PBCP”)
- We filed our original Schedule 13D reporting our position on November 23, 2012. After several conversations
with the Chairman and CEO, we publicly called for PBCP's sale. On June 2, 2016, PBCP's sale to Prudential Bancorp, Inc. was announced.
Georgetown Bancorp,
Inc. (“GTWN”)
- We filed our original Schedule 13D reporting our position on July 23, 2012. We encouraged GTWN
to maximize shareholder value through share repurchases, and we supported management and the board’s consistent efforts to
do so. On October 6, 2016, GTWN announced its sale to Salem Five Bancorp.
Wolverine Bancorp, Inc.
(“WBKC”)
- We filed our original Schedule 13D reporting our position on February 7, 2011. We encouraged WBKC to
maximize shareholder value through share repurchases and payments of special dividends, and we supported management and the board’s
consistent efforts to do so. On June 14, 2017, WBKC’s sale to Horizon Bancorp was announced.
First Federal of Northern
Michigan Bancorp, Inc. (“FFNM”)
- We filed our original Schedule 13D reporting our position on March 10, 2016.
We believed FFNM was positioned to repurchase shares, and we urged management and the board to do so. FFNM deregistered its shares
of common stock effective in 2016. On January 16, 2018, FFNM’s sale to Mackinac Financial Corporation was announced.
Jacksonville Bancorp,
Inc. (“JXSB”)
- We filed our original Schedule 13D reporting our position on July 5, 2011. We supported JXSB’s
consistent efforts to maximize shareholder value through share repurchases and payments of special dividends. On January 18, 2018,
JXSB’s sale to CNB Bank Shares, Inc. was announced.
Anchor Bancorp (“ANCB”)
- We filed our original Schedule 13D reporting our position on May 7, 2012. We previously urged ANCB to maximize shareholder value
by increasing share repurchases or selling the bank. We called for ANCB’s sale to the highest bidder on July 7, 2016. On
August 29, 2016, we agreed not to seek board representation at the 2016 annual meeting in consideration of ANCB appointing Gordon
Stephenson as a director. We believe the board acted in good faith to maximize shareholder value through ANCB’s announced
sale to Washington Federal, Inc. on April 11, 2017. That acquisition was delayed due to regulatory issues at Washington Federal,
Inc. On July 17, 2018, ANCB’s sale to FS Bancorp, Inc. at a higher price was announced.
II. After we seated
directors on the boards of the following issuers, the issuers were sold or merged:
Oregon Trail Financial
Corp. (“OTFC”)
- We filed our original Schedule 13D reporting our position on December 15, 2000. In January 2001,
we met with the management of OTFC to discuss our concerns that management was not maximizing shareholder value, and we proposed
that OTFC voluntarily place our representative on the board. OTFC rejected our proposal, and we announced our intention to solicit
proxies to elect a board nominee. We demanded OTFC’s shareholder list, but OTFC refused to give it to us. We sued OTFC in
Baker County, Oregon, and the court ruled in our favor and sanctioned OTFC. We also sued two OTFC directors alleging that one had
violated OTFC’s residency requirement and that the other had committed perjury. Both suits were dismissed pre-trial but we
filed an appeal in one suit and were permitted to re-file the other suit in state court. On August 16, 2001, we started soliciting
proxies to elect Kevin D. Padrick, Esq. to the board. We argued in our proxy materials that OTFC should have repurchased its shares
at prices below book value. OTFC announced the hiring of an investment banker. Then, the day after the 9/11 attacks, OTFC sued
us in Portland, Oregon and moved to invalidate our proxies; the court denied the motion and the election proceeded.
CUSIP No. 730206109
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SCHEDULE 13D
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Page 12 of 26
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On October 12, 2001, OTFC’s
shareholders elected our candidate by a two-to-one margin. In the five months after the filing of our first proxy statement (i.e.,
from August 1 through December 31, 2001), OTFC repurchased approximately 15% of its shares. On March 12, 2002, we entered into
a standstill agreement with OTFC. OTFC agreed to: (a) achieve annual targets for return on equity, (b) reduce its current capital
ratio, (c) obtain advice from an investment banker regarding annual 10% stock repurchases, (d) re-elect our director to the board,
(e) reimburse a portion of our expenses, and (f) withdraw its lawsuit. On February 26, 2003, OTFC and FirstBank NW Corp. announced
their merger, and the merger was completed on October 31, 2003.
HCB Bancshares, Inc.
(“HCBB”)
- We filed our original Schedule 13D reporting our position on June 14, 2001. On September 4, 2001, we
reported that we had entered into a standstill agreement with HCBB, under which HCBB agreed to: (a) add a director selected by
us, (b) consider conducting a Dutch tender auction, (c) institute annual financial targets, and (d) retain an investment banker
to explore alternatives if it did not achieve its financial targets. On October 22, 2001, our nominee, John G. Rich, Esq., was
named to the board. On January 31, 2002, HCBB announced a modified Dutch tender auction to repurchase 20% of its shares. Although
HCBB’s outstanding share count decreased by 33% between the filing of our original Schedule 13D and August 2003, HCBB did
not achieve the financial target. On August 12, 2003, HCBB announced it had hired an investment banker to assist in exploring alternatives
for maximizing shareholder value, including a sale. On January 14, 2004, HCBB announced its sale to Rock Bancshares, Inc.
SCPIE Holdings Inc.
(“SKP”)
- We filed our original Schedule 13D reporting our position on January 19, 2006. We announced we would
run our slate of directors at the 2006 annual meeting and demanded SKP’s shareholder list. SKP initially refused to timely
produce the list, but did so after we sued it in Delaware Chancery Court. We engaged in a proxy contest at the 2006 annual meeting,
but SKP’s directors were elected. Subsequently on December 14, 2006, SKP agreed to place Joseph Stilwell on its board. On
October 16, 2007, Mr. Stilwell resigned from SKP’s board after it approved a sale of SKP that Mr. Stilwell believed was an
inferior offer. We solicited shareholder proxies in opposition to the proposed sale; however, the sale was approved, and our shares
were converted in a cash deal.
American Physicians
Capital, Inc. (“ACAP”)
- We filed our original Schedule 13D reporting our position on November 25, 2002. The Schedule
13D disclosed that on January 18, 2002, Michigan’s Insurance Department had approved our request to solicit proxies to elect
two directors to ACAP’s board. On January 29, 2002, we noticed our intention to nominate two directors at the 2002 annual
meeting. On February 20, 2002, we entered into a three-year standstill agreement with ACAP, providing for ACAP to add our nominee
to its board. ACAP also agreed to consider using a portion of its excess capital to repurchase ACAP’s shares in each of the
fiscal years 2002 and 2003 so that its outstanding share count would decrease by 15% for each of those years. In its 2002 fiscal
year, ACAP repurchased 15% of its outstanding shares; these repurchases were highly accretive to per share book value. On November
6, 2003, ACAP announced a reserve charge and that it would explore options to maximize shareholder value. It also announced that
it would exit the healthcare and workers’ compensation insurance businesses. ACAP then announced that it had retained Sandler
O’Neill & Partners, L.P., to assist the board. On December 2, 2003, ACAP announced the early retirement of its president
and CEO. On December 23, 2003, ACAP named R. Kevin Clinton its new president and CEO.
On June 24, 2004, ACAP
announced that it had decided that the best means to maximize shareholder value would be to shed non-core businesses and focus
on its core business line in its core markets. We increased our holdings in ACAP, and we announced that we intended to seek additional
board representation. On November 10, 2004, ACAP invited Joseph Stilwell to sit on the board, and we entered into a new standstill
agreement. This agreement was terminated in November 2007, with our representatives remaining on ACAP’s board. On May 8,
2008, our representatives were re-elected to three-year terms expiring in 2011. Upon the passage of federal healthcare legislation
in 2010, ACAP became concerned about the fundamentals of its business and promptly acted to assess its strategic alternatives.
On October 22, 2010, ACAP was acquired by The Doctors Company, and our shares were converted in a cash deal.
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Colonial Financial Services,
Inc. (“COBK”)
- We filed our original Schedule 13D reporting our position on August 24, 2011. On December 18, 2013,
we reached an agreement with COBK to have a director of our choice appointed to its board of directors. Our representative, Corissa
B. Porcelli (formerly Corissa J. Briglia), joined COBK’s board of directors on March 25, 2014. On September 10, 2014, COBK
announced its sale to Cape Bancorp, Inc., and the cash/stock deal was completed on April 1, 2015.
Naugatuck Valley Financial
Corporation (“NVSL”)
- We filed our original Schedule 13D reporting our position on July 11, 2011. On February
13, 2014, we reported our intention to seek board representation. On March 12, 2014, we reached an agreement with NVSL for our
representative to join NVSL's board of directors and for NVSL not to seek approval for stock benefit plans. On June 4, 2015, NVSL
announced its sale to Liberty Bank in Middletown, CT, and the cash deal was completed on January 15, 2016.
Fraternity Community
Bancorp, Inc. (“FRTR”)
- We filed our original Schedule 13D reporting our position on April 11, 2011. We reached
an agreement with FRTR, and on November 18, 2014, our representative, Corissa B. Porcelli (formerly Corissa J. Briglia), was appointed
to the board of directors. On October 13, 2015, FRTR's sale was announced, and the cash deal was completed on May 13, 2016.
Sunshine Financial,
Inc. (“SSNF”)
- We filed our original Schedule 13D reporting our position on April 18, 2011. We reached an agreement
with SSNF, and on February 5, 2016, our representative, Corissa B. Porcelli (formerly Corissa J. Briglia), was appointed to the
board of directors. On December 6, 2017, SSNF’s sale to The First Bancshares, Inc. was announced, and the cash/stock deal
was completed on April 2, 2018.
Delanco Bancorp, Inc.
(“DLNO”)
- We filed our original Schedule 13D reporting our position on October 28, 2013. We reached an agreement
with DLNO, and in May 2017, our representative, Corissa B. Porcelli (formerly Corissa J. Briglia), was appointed to the board of
directors. On October 18, 2017, DLNO’s sale to First Bank was announced, and the stock deal was completed on April 30, 2018.
III. After we asserted
shareholder rights, we believe the following issuers took steps to maximize shareholder value, and we subsequently exited our activist
positions:
FPIC Insurance Group,
Inc. (“FPIC”)
- We filed our original Schedule 13D reporting our position on June 30, 2003. On August 12, 2003,
Florida’s Insurance Department approved our request to hold more than 5% of FPIC’s shares, to solicit proxies to hold
board seats, and to exercise shareholder rights. On November 10, 2003, FPIC invited our nominee, John G. Rich, Esq., to join the
board, and we signed a confidentiality agreement. On June 7, 2004, we disclosed that because FPIC had taken steps to increase shareholder
value, such as multiple share repurchases, and because its market price increased and reflected fair value in our estimation, we
sold our shares in the open market, decreasing our holdings below 5%. Our nominee was invited to remain on the board.
Roma Financial Corp.
(“ROMA”)
- We filed our original Schedule 13D reporting our position on July 27, 2006. Prior to its acquisition
by Investors Bancorp, Inc., in December 2013, nearly 70% of ROMA’s shares were held by a mutual holding company controlled
by ROMA’s board. In April 2007, we engaged in a proxy solicitation at ROMA’s first annual meeting, urging shareholders
to withhold their vote from management’s slate. ROMA did not put their stock benefit plans up for a vote at that meeting.
We then met with ROMA management. In the four months after ROMA became eligible to repurchase its shares, it announced and substantially
completed repurchases of 15% of its publicly held shares, which were accretive to shareholder value. In our judgment, management
came to understand the importance of proper capital allocation. Based on ROMA management’s prompt implementation of shareholder-friendly
capital allocation plans, we supported management’s adoption of stock benefit plans at the 2008 shareholder meeting. In our
estimation, ROMA’s market price increased and reflected fair value, and we sold our shares in the open market.
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First Savings Financial
Group, Inc. (“FSFG”)
- We filed our original Schedule 13D reporting our position on December 29, 2008. We met with
management, after which FSFG announced a stock repurchase plan and began repurchasing its shares. In December 2009, we reported
that our beneficial ownership in the outstanding FSFG common stock had fallen below 5%.
Prudential Bancorp,
Inc. of Pennsylvania (“PBIP”)
- We filed our original Schedule 13D reporting our position on June 20, 2005. Most
of PBIP’s shares were held by the Prudential Mutual Holding Company (the “MHC”), which was controlled by PBIP’s
board. The MHC controlled most corporate decisions requiring a shareholder vote, such as the election of directors. However, regulations
promulgated by the FDIC previously barred the MHC from voting on PBIP’s management stock benefit plans, and PBIP’s
IPO prospectus indicated that the MHC would not vote on the plans. We announced in August 2005 that we would solicit proxies to
oppose adoption of the plans as a referendum to place Joseph Stilwell on PBIP’s board. PBIP decided not to put the plans
up for a vote at the 2006 annual meeting.
In December 2005, we solicited
proxies to withhold votes on the election of directors as a referendum to place Mr. Stilwell on the board. At the 2006 annual meeting,
71% of PBIP’s voting public shares were withheld from voting on management’s nominees.
On April 6, 2006, PBIP
announced that just after we had filed our Schedule 13D, it had secretly solicited a letter from an FDIC staffer (which it concealed
from the public) that the MHC would be allowed to vote in favor of the management stock benefit plans. PBIP also announced a special
meeting to vote on the plans. We alerted the Board of Governors of the Federal Reserve System (the “Fed”) about this
announcement, and PBIP was directed to seek Fed approval before adopting the plans. On April 19, 2006, PBIP postponed the special
meeting. The Fed subsequently followed the FDIC’s position in September 2006. In December 2006, we solicited proxies to withhold
votes on the election of PBIP’s directors at the 2007 annual meeting. At the meeting, 75% of PBIP’s voting public shares
were withheld. Also during the annual meeting, PBIP’s President and Chief Executive Officer was unable to state the meaning
of per share return on equity despite Mr. Stilwell’s holding up a $10,000 check for the charity of the CEO’s choice
if he could promptly answer the question. On March 7, 2007, we disclosed that we were publicizing the results of PBIP’s elections
and its directors’ unwillingness to hold a democratic vote on the stock plans by placing billboard advertisements throughout
Philadelphia.
In December 2007, we filed
proxy materials for the solicitation of proxies to withhold votes on the election of PBIP’s directors at the 2008 annual
meeting. At the 2008 annual meeting, an average of 77% of PBIP’s voting public shares withheld their votes. Excluding shares
held in PBIP’s ESOP, an average of 88% of the voting public shares withheld their votes in this election.
On October 4, 2006, we
sued PBIP, the MHC, and the directors of PBIP and the MHC in federal court in Philadelphia seeking an order to prevent the MHC
from voting in favor of the management stock benefit plans. On August 15, 2007, the court dismissed some claims, but sustained
our cause of action against the MHC as majority shareholder of PBIP for breach of fiduciary duties. Discovery proceeded and all
the directors were deposed. Both sides moved for summary judgment, but the court ordered the case to trial, which was scheduled
for June 2008. On May 22, 2008, we voluntarily discontinued the lawsuit after determining that it would be more effective and appropriate
to pursue the directors on a personal basis in a derivative action. On June 11, 2008, we filed a notice to appeal certain portions
of the lower court’s August 15, 2007, order dismissing portions of the lawsuit.
We entered into a settlement
agreement and an expense agreement with PBIP in November 2008 under which we agreed to support PBIP’s management stock benefit
plans, drop our litigation and withdraw our shareholder demand, and generally support management; and in exchange, PBIP agreed,
subject to certain conditions, to repurchase up to three million of its shares (including shares previously purchased), reimburse
a portion of our expenses, and either adopt a second step conversion or add our nominee who meets certain qualification requirements
to its board if the repurchases were not completed by a specified time.
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On March 5, 2010, we reported
that our ownership in PBIP had dropped below 5% as a result of open market sales and sales of common stock to PBIP.
United Insurance Holdings
Corp. (“UIHC”)
- We filed our original Schedule 13D reporting our position on September 29, 2011. On December 17,
2012, we disclosed that we sold shares in the open market, decreasing our holdings below 5%.
Home Federal Bancorp,
Inc. of Louisiana (“HFBL”)
- We filed our original Schedule 13D reporting our position on January 3, 2011. We believe
management and the board acted in good faith and took steps to increase shareholder value, such as multiple share repurchases.
In our estimation, HFBL’s market price increased and reflected fair value; on February 7, 2013, we disclosed that we sold
shares in the open market, decreasing our holdings below 5%.
Standard Financial Corp.
(“STND”)
- We filed our original Schedule 13D reporting our position on October 18, 2010. We believe management
and the board acted in good faith and took steps to increase shareholder value, such as multiple share repurchases. In our estimation,
STND’s market price increased and reflected fair value; on March 19, 2013, we disclosed that we sold our shares in the open
market, decreasing our holdings below 5%.
Alliance Bancorp, Inc.
of Pennsylvania (“ALLB”)
- We filed our original Schedule 13D reporting our position on March 12, 2009. When we
announced our reporting position, a majority of ALLB’s shares were held by a mutual holding company controlled by ALLB’s
board. However, on August 11, 2010, ALLB announced its intention to undertake a second step offering, selling all shares to the
public. The plan of conversion and reorganization was approved by depositors at a special meeting held December 29, 2010. We strongly
supported ALLB’s action. Following completion of the conversion of Alliance Bank from the mutual holding company structure
to the stock holding company structure, we increased our stake with the belief that shareholders and ALLB would do well if management
focused on profitability. We believe management and the board acted in good faith and took steps to increase shareholder value,
such as multiple share repurchases. In our estimation, ALLB’s market price increased and reflected fair value; on November
21, 2013, we disclosed that we sold shares in the open market, decreasing our holdings below 5%.
ASB Bancorp, Inc. (“ASBB”)
- We filed our original Schedule 13D reporting our position on October 24, 2011. On August 23, 2013, we met with management to
assess the best way to maximize shareholder value. We believe management and the board acted in good faith by cleaning up non-performing
assets and repurchasing shares, and ASBB’s market price increased to reflect fair value. On July 18, 2014, we disclosed that
we sold our shares to ASBB.
United Community Bancorp
(“UCBA”)
- We filed our original Schedule 13D reporting our position on January 22, 2013. We believe management
and the board acted in good faith and took steps to increase shareholder value, such as multiple share repurchases. In our estimation,
UCBA’s market price increased to reflect fair value; on November 9, 2015, we disclosed that we sold shares to UCBA, decreasing
our holdings below 5%.
West End Indiana Bancshares,
Inc. (“WEIN”)
- We filed our original Schedule 13D reporting our position on January 19, 2012. We believe management
and the board acted in good faith and took steps to increase shareholder value, such as multiple share repurchases. In our estimation,
WEIN’s market price increased to reflect fair value; on November 12, 2015, we disclosed that we sold our shares in the open
market.
William Penn Bancorp,
Inc. (“WMPN”)
- We filed our original Schedule 13D reporting our position on May 23, 2008. A majority of WMPN’s
shares are held by a mutual holding company controlled by WMPN’s board. We met with management and the board to explain our
views on proper capital allocation and following the financial crisis, we continued to urge WMPN to take the steps necessary to
maximize shareholder value. On December 3, 2014, WMPN announced and subsequently completed its plan to repurchase 10% of its shares
outstanding and further completed several additional share repurchases. We believe management and the board acted in good faith
to maximize shareholder value through shareholder-friendly capital allocation; on April 11, 2016, we disclosed that we sold shares
in the open market, decreasing our holdings below 5%.
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First Financial Northwest,
Inc. (“FFNW”)
– We filed our original Schedule 13D reporting our position on September 12, 2011. At the Company’s
2012 annual meeting, we solicited an overwhelming majority of shareholder votes for our nominee based on our position that Victor
Karpiak (then Chairman and CEO) should be removed from the Company and board. After the Company pushed to have our votes invalidated,
we sued to enforce our rights. In 2013, we settled with the Company. Our nominee, Kevin Padrick, was seated on the board, and Mr.
Karpiak resigned as Chairman. The board later replaced Mr. Karpiak as CEO. We filed two additional lawsuits arising from the invalidation
of our votes at the 2012 election, both of which we settled.
Since 2013, we believed
management and the board acted in good faith by cleaning up non-performing assets and reaching a moderate level of profitability,
and they maximized shareholder value by repurchasing in excess of 40% of FFNW’s shares. In our estimation, FFNW’s market
price increased to reflect fair value; on October 11, 2016, we disclosed that we sold our shares in the open market. Kevin Padrick
continued to serve on the board.
Alamogordo Financial
Corp. (“ALMG”)
- We filed our original Schedule 13D reporting our position on May 11, 2015. We urged management
and the board to provide meaningful returns to shareholders either through a second-step conversion or by effectuating a shareholder-friendly
capital allocation program. On March 7, 2016, ALMG announced and later completed a second-step conversion which we believe maximized
shareholder value. On October 14, 2016, we disclosed that we sold shares of the converted Company, Bancorp 34, Inc., in the open
market, decreasing our holdings below 5%.
Malvern Bancorp, Inc.
(“MLVF”)
- We filed our original Schedule 13D reporting our position on May 30, 2008. When we announced our reporting
position, a majority of MLVF’s shares were held by a mutual holding company controlled by MLVF’s board. On October
26, 2010, we demanded that MLVF pursue a derivative action against its directors for breach of their fiduciary duties. MLVF failed
to pursue the action and, on June 3, 2011, we sued MLVF’s directors in Chester County, Pennsylvania, demanding that the court,
among other things, order the directors to properly consider pursuing a second step conversion. On November 9, 2011, Judge Howard
F. Riley Jr. overruled the director defendants’ preliminary objections to the derivative lawsuit.
On January 17, 2012, MLVF
announced its intention to undertake a second step conversion and we withdrew the lawsuit. The conversion and stock offering were
completed on October 11, 2012, and our shares were converted into shares of Malvern Bancorp, Inc. On September 5, 2013, we notified
MLVF of our intention to nominate John P. O’Grady for election as a director at its 2014 annual meeting, but we later reached
an agreement with MLVF for Mr. O’Grady to join its board of directors and executed a standstill agreement. Subsequently,
MLVF’s long-standing CEO resigned, its chairman of the board stepped down and several directors resigned from the board of
directors. On November 25, 2014, we terminated our standstill agreement with MLVF, including the agreement’s performance
targets. John P. O’Grady continued to serve as an independent director on the board but no longer as our nominee.
After meeting with the
new CEO and the new chairman of the board, we believed that management and the board of directors were focused on maximizing shareholder
value and were successful in doing so. On December 7, 2016, we disclosed that we sold shares in the open market, decreasing our
holdings below 5%.
FSB Community Bankshares,
Inc. (“FSBC”)
- We filed our original Schedule 13D reporting our position on October 26, 2015. We urged management
and the board to provide meaningful returns to shareholders either through a second-step conversion or by effectuating a shareholder-friendly
capital allocation program. On March 3, 2016, FSBC announced and later completed a second-step conversion which we believe maximized
shareholder value. On December 9, 2016, we disclosed that we sold shares of the converted Company, FSB Bancorp, Inc., in the open
market, decreasing our holdings below 5%.
Pinnacle Bancshares,
Inc. (“PCLB”)
- We filed our original Schedule 13D reporting our position on September 23, 2014. On November 14,
2014, PCLB announced the continuation of its share repurchase plan and announced a new repurchase plan on May 25, 2016. We believe
management and the board acted in good faith to maximize shareholder value through multiple share repurchases. On December 13,
2016, we disclosed that we sold our shares in the open market.
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Sugar Creek Financial
Corp. (“SUGR”)
- We filed our original Schedule 13D reporting our position on April 21, 2014. We believe management
and the board acted in good faith to maximize shareholder value through share repurchases. In our estimation, SUGR’s market
price increased to reflect fair value; on July 28, 2017, we disclosed that we sold our shares in the open market.
Provident Financial
Holdings, Inc. (“PROV”)
- We filed our original Schedule 13D reporting our position on October 7, 2011. We supported
PROV’s consistent efforts to maximize shareholder value through a meaningful number of share repurchases. In our estimation,
PROV’s market price increased and reflected fair value; on September 25, 2017, we disclosed that we sold shares in the open
market, decreasing our holdings below 5%.
IV. After successfully
seeking board representation, we seated directors who currently serve on the boards of the following issuers:
Kingsway Financial Services
Inc. (“KFS”)
- We filed our original Schedule 13D reporting our position on November 7, 2008. We requested a meeting
with its CEO and chairman to discuss ways to maximize shareholder value and minimize both operational and balance sheet risks,
but the CEO was unresponsive. We then requisitioned a special shareholder meeting to remove the CEO and chairman from the KFS board
and replace them with our two nominees. On January 7, 2009, we entered into a settlement agreement with KFS whereby, among other
things, the CEO resigned from the KFS board and KFS expanded its board from nine to ten seats and appointed our nominees to fill
the two vacant seats. By April 23, 2009, the board was reconstituted with just three of the original ten legacy directors remaining.
Also, Joseph Stilwell was appointed to fill the vacancy created by the resignation of one of our nominees, Larry G. Swets, Jr.,
and our other nominee was elected chairman of the board. In addition, the CEO and CFO were fired for incompetence and insubordination.
By November 3, 2009, all
of the legacy directors had resigned from the board. On May 27, 2010, Mr. Stilwell and the Group’s other representative were
re-elected to the board. On June 1, 2010, Mr. Swets was appointed CEO. During the time the Group has had board representation,
KFS has sold non-core assets, repurchased public debt at a discount to face value, sold a credit-sensitive asset, disposed of its
subsidiary Lincoln General, substantially reduced its expenses, and reduced other balance sheet and operations risks.
MB Bancorp, Inc. (“MBCQ”)
- We filed our original Schedule 13D reporting our position on January 9, 2015. We urged management and the board to repurchase
shares, and on March 30, 2016, MBCQ announced and subsequently completed its plan to repurchase an initial 10% of its shares outstanding.
We urged management and the board to complete the existing 5% share repurchase plan and put MBCQ up for sale when permitted in
January 2018. On February 20, 2018, we reached an agreement with MBCQ, and our representative, Corissa B. Porcelli (formerly Corissa
J. Briglia), was appointed to the board of directors.
V. We hope to work with
management and the boards of the following issuers:
Sound Financial, Inc.
(“SFBC”)
– We filed our original Schedule 13D reporting our position on November 21, 2011. We urged management
and the board to pursue a second step conversion. On August 22, 2012, Sound Financial Bancorp, Inc. (“SFBC”) announced
completion of its second step conversion and our shares of SNFL were converted into shares of SFBC. We support SFBC’s consistent
efforts to maximize shareholder value.
IF Bancorp, Inc. (“IROQ”)
- We filed our original Schedule 13D reporting our position on March 5, 2012. We believe IROQ is positioned to consistently
repurchase its shares, and we have urged management and the board to do so. We believe IROQ must increase its rate of share repurchases
while the shares remain below book value.
Hamilton Bancorp, Inc.
(“HBK”)
- We filed our original Schedule 13D reporting our position on October 22, 2012. We believe HBK's acquisition
of FMTB and FRTR is in the best interest of shareholders.
Carroll Bancorp, Inc.
(“CROL”)
- We filed our original Schedule 13D reporting our position on March 17, 2014. We are evaluating management
and the board’s actions regarding maximizing shareholder value. CROL deregistered its shares of common stock effective in
2017.
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Central Federal Bancshares,
Inc. (“CFDB”)
- We filed our original Schedule 13D reporting our position on January 25, 2016. We will urge management
and the board to repurchase shares as soon as CFDB is permitted.
First Advantage Bancorp
(“FABK”)
- We filed our original Schedule 13D reporting our position on March 20, 2017. We believe management and
the board will act in good faith to maximize shareholder value over the long term. FABK deregistered its shares of common stock
effective in 2013.
CIB Marine Bancshares,
Inc. (“CIBH”)
– We believe management and the board are acting in good faith to maximize shareholder value.
CIBH deregistered its shares of common stock effective in 2012.
West Town Bancorp, Inc.
(“WTWB”)
– We believe management and the board are acting in good faith to maximize shareholder value. WTWB
deregistered its shares of common stock effective in 2003.
Alcentra Capital Corp
(“ABDC”)
- We filed our original Schedule 13D reporting our position on December 28, 2017. We encourage ABDC to
repurchase shares and hope to work with its current board and management.
VI. We intend to gain
board representation and work to maximize shareholder value at the following issuers:
Wayne Savings Bancshares, Inc.
(“WAYN”)
- We filed our original Schedule 13D reporting our position on October 8, 2010. In 2014, we supported H. Stewart Fitz Gibbon III's
appointment as CEO and as a director on the board. We believed management and the board were acting in good faith to position WAYN
to maximize shareholder value. When the board announced Mr. Fitz Gibbon's unexplained resignation on December 20, 2016, we nominated
a director for election at WAYN's 2017 annual meeting. We lost by a narrow margin.
We nominated a director for election at WAYN’s
2018 annual meeting with the belief that there have been multiple suitors interested in acquiring WAYN, and that the board has
a duty to evaluate strategic alternatives to maximize shareholder value. Our nominee was not elected.
Wheeler Real Estate Investment Trust, Inc.
(“WHLR”) - We filed our original Schedule 13D reporting our position on July 3, 2017. On December 4, 2017, we announced
our nominees and alternate nominee for WHLR’s 2018 election of directors. On January 17, 2018, we called for Jon Wheeler’s
removal from WHLR, and he was fired by the board on January 29, 2018.
On June 26, 2018, we served our notice of intent
to nominate Joseph Stilwell, Paula J. Poskon and Corissa Briglia Porcelli for election as directors at WHLR’s 2018 annual
meeting. We believe a meaningful number of WHLR’s legacy directors should resign.
VII. We believe the
following issuers should be sold:
HopFed Bancorp, Inc.
(“HFBC”)
- We filed our original Schedule 13D reporting our position on February 25, 2013. At HFBC’s May
2013 annual meeting, we nominated a director for the board of directors and strongly opposed HFBC’s agreement to purchase
Sumner Bank & Trust. Our nominee won by a two to one margin, and the proposed Sumner deal was subsequently terminated in August
2013.
On May 1, 2017, we sent
a letter to stockholders (filed as Exhibit 13 to the Twelfth Amendment to our Schedule 13D) detailing the extensive real estate
holdings of HFBC’s CEO, John Peck, as well as numerous other conflicts of interest of both Mr. Peck and HFBC’s counsel,
George M. (“Greg”) Carter, of which HFBC board members were apparently unaware. Subsequently, HFBC formed a “Special
Litigation Committee” to investigate. On February 23, 2018, HFBC filed a Form 8-K reporting that although the Special Litigation
Committee did not dispute the facts in the May 1 letter, it declined to recommend HFBC bring a lawsuit or remedial action against
John Peck.
On May 4, 2017, we filed
a complaint in the Delaware Court of Chancery against HFBC, the current members of the board of directors and one former board
member, asking the Court to declare that HFBC’s prejudicial bylaw was invalid and that the directors breached their fiduciary
duties. On October 4, 2017, HFBC announced it had amended the bylaw thus mooting that case. Subsequently, we filed a motion to
recover our attorneys’ fees and expenses, which Vice Chancellor J. Travis Laster granted in its entirety on February 7, 2018,
awarding us $610,312. In his ruling on the motion, the Judge excoriated the conduct of HFBC’s board; the full court transcript
is filed as Exhibit 14 to the Fourteenth Amendment to our Schedule 13D.
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On February 23, 2018, we
formally demanded that HFBC’s board of directors take action against the Issuer’s attorneys, Edward B. Crosland, Jr.,
of Jones Walker LLP and Greg Carter of Carter & Carter Law Firm, for legal malpractice and seek damages in excess of $1 million
to HFBC; our demand letter is attached as Exhibit 15 to the Fifteenth Amendment to our Schedule 13D.
Following our nomination
of Mark D. Alcott in March of 2018 for election to HFBC’s board of directors to replace John Peck, we entered into a Standstill
Agreement with HFBC dated April 10, 2018, whereby Mr. Alcott would be appointed to the HFBC board. The board also adopted revised
compensation policies requiring HFBC to reach at least average annual performance relative to that of its peer group, or its executive
officers would not receive salary raises, bonuses or perquisites.
Mr. Alcott’s appointment
to the HFBC board became effective on April 18, 2018.
Ben Franklin Financial,
Inc. (“BFFI”)
- We filed our original Schedule 13D reporting our position on February 9, 2015. We urged management
and the board to repurchase shares as soon as BFFI was permitted. We now believe BFFI should be sold.
VIII. We believe the
following issuers should complete a second-step conversion or be sold:
NorthEast Community
Bancorp, Inc. (“NECB”)
- We filed our original Schedule 13D reporting our position on November 5, 2007. A majority
of NECB’s shares are held by a mutual holding company controlled by NECB’s board. We opposed the grant of an equity
incentive plan for the NECB board, and to this day, the board and management have not received such a plan. In July of 2010, we
delivered a written demand to NECB demanding to inspect its shareholder list, but NECB refused to supply us with the list. We sued
NECB in federal court in New York seeking an order compelling compliance. In August of 2010, NECB produced the list of shareholders
to us. In the fall of 2011, we sent a letter to NECB’s board of directors demanding that NECB expand the board with disinterested
directors to consider a second step conversion. In October of 2011, we filed a lawsuit in New York state court against NECB, the
mutual holding company, and their boards of directors, personally and derivatively, for breach of fiduciary duty arising out of
failure to fairly consider a second step conversion and alleging conflict of interest. During the course of a protracted litigation,
we deposed every named director including a former director. Although the New York trial court judge agreed with us in partially
granting our motion for summary judgment and finding that upon trial the defendants would bear the burden of the entire fairness
standard, the First Department reversed on other grounds; the New York Court of Appeals declined to hear our appeal. NECB deregistered
its shares of common stock effective in 2016.
Seneca-Cayuga Bancorp,
Inc. (“SCAY”)
- We filed our original Schedule 13D reporting our position on September 15, 2014. SCAY deregistered
its shares of common stock effective in 2009. We believed SCAY was positioned to provide meaningful returns to its shareholders
either through a second-step conversion or by effectuating a shareholder-friendly capital allocation program. We encouraged management
and the board to choose the path that would maximize shareholder value, but they chose neither path. On January 29, 2018, we served
a letter to the board demanding that SCAY undertake a second-step conversion. Subsequent to our letter, SCAY announced its merger
with a smaller mutual.
Members of the Group may
seek to make additional purchases or sales of shares of Common Stock. Except as described in this filing, no member of the Group
has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive,
of Item 4 of Schedule 13D. Members of the Group may, at any time and from time to time, review or reconsider their positions and
formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer
The percentages used in
this filing are calculated based on the number of outstanding shares of Common Stock, 3,497,243, as of May 14, 2018, reported in
the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 14, 2018. All acquisitions or dispositions
of shares of Common Stock reported herein were either purchases or sales, as the case may be, which were made in open-market transactions.
(A)
Stilwell Value Partners VII
(a)
Aggregate number of shares beneficially owned: 205,112
Percentage: 5.9%
(b)
1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct
vote: 205,112
3. Sole power to dispose or to direct
the disposition: 0
4. Shared power to dispose or to
direct disposition: 205,112
CUSIP No. 730206109
|
SCHEDULE 13D
|
Page 20 of 26
|
(c) Since the filing of the Thirteenth Amendment, Stilwell Value Partners VII sold shares of Common Stock as follows:
Date
|
|
Number of Shares
Sold
|
|
|
Price Per Share
|
|
|
Total Sale Price
|
|
7/27/2018
|
|
|
1,000
|
|
|
$
|
26.49
|
|
|
$
|
26,489
|
|
7/30/2018
|
|
|
544
|
|
|
$
|
26.47
|
|
|
$
|
14,400
|
|
7/31/2018
|
|
|
500
|
|
|
$
|
26.09
|
|
|
$
|
13,046
|
|
8/01/2018
|
|
|
865
|
|
|
$
|
26.21
|
|
|
$
|
22,675
|
|
8/02/2018
|
|
|
500
|
|
|
$
|
26.28
|
|
|
$
|
13,138
|
|
8/03/2018
|
|
|
800
|
|
|
$
|
26.35
|
|
|
$
|
21,082
|
|
8/06/2018
|
|
|
400
|
|
|
$
|
26.03
|
|
|
$
|
10,410
|
|
8/07/2018
|
|
|
1,943
|
|
|
$
|
26.04
|
|
|
$
|
50,597
|
|
8/08/2018
|
|
|
3,480
|
|
|
$
|
26.13
|
|
|
$
|
90,938
|
|
8/09/2018
|
|
|
1,194
|
|
|
$
|
26.30
|
|
|
$
|
31,402
|
|
8/10/2018
|
|
|
540
|
|
|
$
|
26.11
|
|
|
$
|
14,101
|
|
8/13/2018
|
|
|
1,162
|
|
|
$
|
26.12
|
|
|
$
|
30,346
|
|
8/14/2018
|
|
|
4,007
|
|
|
$
|
26.39
|
|
|
$
|
105,764
|
|
(d) Because he is the managing member
and owner of Stilwell Value LLC, which is the general partner of Stilwell Value Partners VII, Joseph Stilwell has the power to
direct the affairs of Stilwell Value Partners VII, including the voting and disposition of shares of Common Stock held in the name
of Stilwell Value Partners VII. Therefore, Joseph Stilwell is deemed to share voting and disposition power with Stilwell Value
Partners VII with regard to those shares of Common Stock.
(B) Stilwell Activist Fund
(a) Aggregate number of shares beneficially owned: 205,112
Percentage: 5.9%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct
vote: 205,112
3. Sole power to dispose or to direct
the disposition: 0
4. Shared power to dispose or to
direct disposition: 205,112
(c) Since the filing of the Thirteenth Amendment, Stilwell Activist Fund sold shares of Common Stock as follows:
Date
|
|
Number of Shares
Sold
|
|
|
Price Per Share
|
|
|
Total Sale Price
|
|
8/01/2018
|
|
|
672
|
|
|
$
|
26.21
|
|
|
$
|
17,616
|
|
8/07/2018
|
|
|
1,077
|
|
|
$
|
26.04
|
|
|
$
|
28,046
|
|
8/08/2018
|
|
|
1,362
|
|
|
$
|
26.13
|
|
|
$
|
35,591
|
|
8/10/2018
|
|
|
650
|
|
|
$
|
26.11
|
|
|
$
|
16,973
|
|
8/14/2018
|
|
|
2,087
|
|
|
$
|
26.39
|
|
|
$
|
55,086
|
|
(d) Because he is the managing member
and owner of Stilwell Value LLC, which is the general partner of Stilwell Activist Fund, Joseph Stilwell has the power to direct
the affairs of Stilwell Activist Fund, including the voting and disposition of shares of Common Stock held in the name of Stilwell
Activist Fund. Therefore, Joseph Stilwell is deemed to share voting and disposition power with Stilwell Activist Fund with regard
to those shares of Common Stock.
(C) Stilwell Activist Investments
(a) Aggregate number of shares beneficially owned: 205,112
Percentage: 5.9%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct
vote: 205,112
3. Sole power to dispose or to direct
the disposition: 0
4. Shared power to dispose or to
direct disposition: 205,112
CUSIP No. 730206109
|
SCHEDULE 13D
|
Page 21 of 26
|
(c)
Since the filing of the Thirteenth Amendment, Stilwell Activist Investments sold shares of Common Stock as follows:
Date
|
|
Number of Shares
Sold
|
|
|
Price Per Share
|
|
|
Total Sale Price
|
|
7/30/2018
|
|
|
1,956
|
|
|
$
|
26.47
|
|
|
$
|
51,775
|
|
8/01/2018
|
|
|
2,463
|
|
|
$
|
26.21
|
|
|
$
|
64,564
|
|
8/02/2018
|
|
|
1,500
|
|
|
$
|
26.28
|
|
|
$
|
39,414
|
|
8/07/2018
|
|
|
6,003
|
|
|
$
|
26.04
|
|
|
$
|
156,321
|
|
8/08/2018
|
|
|
10,752
|
|
|
$
|
26.13
|
|
|
$
|
280,966
|
|
8/09/2018
|
|
|
3,690
|
|
|
$
|
26.30
|
|
|
$
|
97,047
|
|
8/10/2018
|
|
|
1,668
|
|
|
$
|
26.11
|
|
|
$
|
43,555
|
|
8/13/2018
|
|
|
3,518
|
|
|
$
|
26.12
|
|
|
$
|
91,874
|
|
8/14/2018
|
|
|
12,386
|
|
|
$
|
26.39
|
|
|
$
|
326,925
|
|
(d) Because he is the managing member
and owner of Stilwell Value LLC, which is the general partner of Stilwell Activist Investments, Joseph Stilwell has the power to
direct the affairs of Stilwell Activist Investments, including the voting and disposition of shares of Common Stock held in the
name of Stilwell Activist Investments. Therefore, Joseph Stilwell is deemed to share voting and disposition power with Stilwell
Activist Investments with regard to those shares of Common Stock.
(D) Stilwell Partners
(a) Aggregate number of shares beneficially owned: 205,112
Percentage: 5.9%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct
vote: 205,112
3. Sole power to dispose or to direct
the disposition: 0
4. Shared power to dispose or to
direct disposition: 205,112
(c) Since the filing of the Thirteenth Amendment, Stilwell Partners sold shares of Common Stock as follows:
Date
|
|
Number of Shares
Sold
|
|
|
Price Per Share
|
|
|
Total Sale Price
|
|
8/07/2018
|
|
|
977
|
|
|
$
|
26.04
|
|
|
$
|
25,442
|
|
8/08/2018
|
|
|
730
|
|
|
$
|
26.13
|
|
|
$
|
19,076
|
|
8/13/2018
|
|
|
591
|
|
|
$
|
26.12
|
|
|
$
|
15,434
|
|
8/14/2018
|
|
|
842
|
|
|
$
|
26.39
|
|
|
$
|
22,224
|
|
(d) Because he is the managing member
and owner of Stilwell Value LLC, which is the general partner of Stilwell Partners, Joseph Stilwell has the power to direct the
affairs of Stilwell Partners, including the voting and disposition of shares of Common Stock held in the name of Stilwell Partners.
Therefore, Joseph Stilwell is deemed to share voting and disposition power with Stilwell Partners with regard to those shares of
Common Stock.
(E) Stilwell Value LLC
(a) Aggregate number of shares beneficially owned: 205,112
Percentage: 5.9%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct
vote: 205,112
3. Sole power to dispose or to direct
the disposition: 0
4. Shared power to dispose or to
direct disposition: 205,112
(c) Stilwell Value LLC has not purchased, sold or transferred any shares of Common Stock in the past 60 days.
(d) Because he is the managing member
and owner of Stilwell Value LLC, Joseph Stilwell has the power to direct the affairs of Stilwell Value LLC. Stilwell Value LLC
is the general partner of Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments and Stilwell Partners.
Therefore, Stilwell Value LLC may be deemed to share with Joseph Stilwell voting and disposition power with regard to the shares
of Common Stock held by Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments and Stilwell Partners.
CUSIP No. 730206109
|
SCHEDULE 13D
|
Page 22 of 26
|
(F) Joseph Stilwell
(a) Aggregate number of shares beneficially owned: 205,112
Percentage: 5.9%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct
vote: 205,112
3. Sole power to dispose or to direct
the disposition: 0
4. Shared power to dispose or to
direct disposition: 205,112
(c) Joseph Stilwell has not purchased, sold or transferred any shares of Common Stock in the past 60 days.
CUSIP No. 730206109
|
SCHEDULE 13D
|
Page 23 of 26
|
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Other than the Amended
Joint Filing Agreement filed as Exhibit 11 to the Twelfth Amendment, there are no contracts, arrangements, understandings or relationships
among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer,
including but not limited to transfer or voting of any of the securities, finders’ fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies, except for sharing
of profits. Stilwell Value LLC, in its capacity as general partner of Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell
Activist Investments and Stilwell Partners, and Joseph Stilwell, in his capacities as the managing member owner of Stilwell Value
LLC, are entitled to an allocation of a portion of profits.
See Items 1 and 2 above
regarding disclosure of the relationships between members of the Group, which disclosure is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Exhibit
No.
|
|
Description
|
1
|
|
Joint Filing Agreement, dated September 23, 2011, filed with the Original Schedule 13D
|
2
|
|
Amended Joint Filing Agreement, dated December 28, 2011, filed with the First Amendment
|
3
|
|
Letter to Issuer’s Management, dated February 25, 2013, filed with the Third Amendment
|
4
|
|
Amended Joint Filing Agreement, dated April 17, 2013, filed with the Fourth Amendment
|
5
|
|
Amended Joint Filing Agreement, dated May 2, 2013, filed with the Fifth Amendment
|
6
|
|
Nominee Agreement, dated February 20, 2014, with nominee Stephen S. Burchett, filed with the Seventh Amendment
|
7
|
|
Nominee Agreement, dated February 20, 2014, with alternate nominee Marshall L. Steen, filed with the Seventh Amendment
|
8
|
|
Amended Joint Filing Agreement, dated February 27, 2015, filed with the Tenth Amendment
|
9
|
|
Nominee Agreement, dated February 23, 2015, with nominee Stephen S. Burchett, filed with the Tenth Amendment
|
10
|
|
Amended Joint Filing Agreement, dated June 29, 2015, filed with the Eleventh Amendment
|
11
|
|
Amended Joint Filing Agreement, dated July 28, 2015, filed with the Twelfth Amendment
|
CUSIP No. 730206109
|
SCHEDULE 13D
|
Page 24 of 26
|
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.
Date: August 14, 2018
|
STILWELL VALUE PARTNERS VII, L.P.
|
|
|
|
|
By:
|
STILWELL VALUE LLC
|
|
|
General Partner
|
|
|
|
|
|
|
/s/ Megan Parisi
|
|
|
By:
|
Megan Parisi
|
|
|
|
Member
|
|
|
|
|
|
STILWELL ACTIVIST FUND, L.P.
|
|
|
|
|
|
By:
|
STILWELL VALUE LLC
|
|
|
General Partner
|
|
|
|
|
|
|
/s/ Megan Parisi
|
|
|
By:
|
Megan Parisi
|
|
|
|
Member
|
|
|
|
|
|
STILWELL ACTIVIST INVESTMENTS, L.P.
|
|
|
|
|
|
By:
|
STILWELL VALUE LLC
|
|
|
General Partner
|
|
|
|
|
|
|
/s/ Megan Parisi
|
|
|
By:
|
Megan Parisi
|
|
|
|
Member
|
|
STILWELL PARTNERS, L.P.
|
|
|
|
|
|
By:
|
STILWELL VALUE LLC
|
|
|
General Partner
|
|
|
|
|
|
|
/s/ Megan Parisi
|
|
|
By:
|
Megan Parisi
|
|
|
|
Member
|
|
|
|
|
|
STILWELL VALUE LLC
|
|
|
|
|
|
|
/s/ Megan Parisi
|
|
|
By:
|
Megan Parisi
|
|
|
|
Member
|
|
|
|
|
|
JOSEPH STILWELL
|
|
|
|
|
|
/s/ Joseph Stilwell*
|
|
Joseph Stilwell
|
CUSIP No. 730206109
|
SCHEDULE 13D
|
Page 25 of 26
|
*/s/ Megan Parisi
|
|
Megan Parisi
|
Attorney-In-Fact
|
CUSIP No. 730206109
|
SCHEDULE 13D
|
Page 26 of 26
|
SCHEDULE A
On March 16, 2015, Stilwell
Value LLC (“Value”) and Joseph Stilwell consented to the entry of a civil administrative SEC order (the “Order”)
that, among other things, alleged violations of sections of the Investment Advisers Act of 1940 and certain rules promulgated thereunder
for failing to adequately disclose conflicts of interest presented by inter-fund loans. No investor suffered monetary loss from
the alleged conduct. The Order, among other things, (1) suspended Mr. Stilwell from March 2015 to March 2016 from association with
any investment adviser, broker, dealer, or certain regulated organizations, and imposed upon him a $100,000 civil money penalty;
and (2) censured Value, imposed upon it a $250,000 civil money penalty (as well as the repayment obligation of $239,157 in fees),
and required it to retain an independent monitor for three years, which monitorship concluded on April 9, 2018. All obligations
set forth in the Order have been fully satisfied; there are no remaining obligations or restrictions pursuant to the Order.