Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
March 16 2021 - 5:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed by the Registrant ¨
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Filed by a Party other than the Registrant x
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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x
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Soliciting Material Pursuant to §240.14a-12
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PEOPLES FINANCIAL CORPORATION
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(Name of Registrant as Specified In Its
Charter)
Stilwell Value Partners VII, L.P.
Stilwell Activist Fund, L.P.
Stilwell Activist Investments, L.P.
Stilwell Value LLC
Joseph Stilwell
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(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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On March 16, 2021, Joseph Stilwell and
affiliated entities issued a press release relating to Peoples Financial Corporation, a copy of which is filed herewith.
SECURITY HOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATING TO THE SOLICITATION BY THE GROUP AND OTHER PARTICIPANTS OF PROXIES
FROM THE ISSUER'S SHAREHOLDERS FOR USE AT THE ISSUER'S 2021 ANNUAL MEETING OF SHAREHOLDERS WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN OUR PROXY SOLICITATION. WHEN COMPLETED,
A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO SHAREHOLDERS OF THE ISSUER AND WILL ALSO BE AVAILABLE AT NO
CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTPS://WWW.SEC.GOV.
The Stilwell Group Sends Letter to Shareholders
of Peoples Financial Corporation
NEW YORK, March 16, 2021 /PRNewswire/ -- The Stilwell Group,
one of the largest shareholders of Peoples Financial Corporation (the "Corporation") (OTCMKTS: PFBX), beneficially owning
approximately 9.93% of PFBX’s outstanding shares, today announced that it delivered a letter to shareholders of the Corporation
in response to a recent communication issued by the Corporation.
The full text of the letter follows:
March 16, 2021
Dear Fellow PFBX Owner,
We are “The New York Hedge Fund Attacking
Your Bank” according to PFBX’s board of directors. And, isn’t that all you need to know? These men, who oversee
a bank that has performed poorly for D E C A D E S, now have the nerve to cite Covid for their troubles.
For decades, a certain family passes the
CEO role from father to son, taking multiple six figure sums every year as compensation, all the while paying the OWNERS—You
and Us—a ONE-PENNY DIVIDEND. That takes a lot of nerve!
We’re not attacking the Bank. We love
the Bank. What we hate are cozy relationships where insiders make out while owners suffer.
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Sincerely,
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Megan Parisi
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MParisi@StilwellGroup.com
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(212) 269-1551
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CERTAIN INFORMATION
CONCERNING PARTICIPANTS
Stilwell Activist Investments,
L.P. (“Stilwell Activist Investments”), together with the other participants named herein, intends to file a preliminary
proxy statement and accompanying GREEN proxy card with the Securities and Exchange Commission (“SEC”) to be used to
solicit votes for the election of their director nominee at the 2021 annual meeting of stockholders of Peoples Financial Corporation,
a Mississippi corporation (the “Corporation”).
STILWELL ACTIVIST INVESTMENTS
STRONGLY ADVISES ALL STOCKHOLDERS OF THE CORPORATION TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE
AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT
CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the
proxy solicitation are anticipated to be Stilwell Activist Investments, Stilwell Activist Fund, L.P. (“Stilwell Activist
Fund”), Stilwell Value Partners VII, L.P. (“Stilwell Value Partners VII”), Stilwell Value LLC, Joseph D. Stilwell
and Peter Prickett.
As of the date hereof,
Stilwell Activist Investments directly owned 354,206 shares of Common Stock, par value $1.00 per share, of the Corporation (the
“Common Stock”). As of the date hereof, Stilwell Activist Fund directly owned 47,122 shares of Common Stock. As of
the date hereof, Stilwell Value Partners VII directly owned 83,317 shares of Common Stock. Stilwell Value LLC, as the general
partner of each of Stilwell Activist Investments, Stilwell Activist Fund and Stilwell Value Partners VII, may be deemed the beneficial
owner of the 484,645 shares of Common Stock owned in the aggregate by Stilwell Activist Investments, Stilwell Activist Fund and
Stilwell Value Partners VII. Mr. Stilwell, as the managing member and sole owner of Stilwell Value LLC, may be deemed the beneficial
owner of the 484,645 shares of Common Stock owned in the aggregate by Stilwell Activist Investments, Stilwell Activist Fund and
Stilwell Value Partners VII. As of the date hereof, Mr. Prickett does not beneficially own any securities of the Corporation.
Investor Contact:
The Stilwell Group
Megan Parisi
(917) 881-8076
mparisi@stilwellgroup.com
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