On March 17, 2021, Joseph Stilwell and affiliated entities filed
Amendment No. 4 to their Schedule 13D 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 OF PROXIES BY THE GROUP AND OTHER PARTICIPANTS
FROM THE SHAREHOLDERS OF PEOPLES FINANCIAL CORPORATION FOR USE AT ITS 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 THE SHAREHOLDERS OF PEOPLES FINANCIAL CORPORATION
AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTPS://WWW.SEC.GOV.
Mr. Joseph Stilwell
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).
Item 3. Source and Amount of Funds or
Other Consideration
Since we last reported
purchases and sales of Common Stock (see the First Amendment), Stilwell Value Partners VII has not expended any monies to acquire
shares of Common Stock. Such funds were provided from Stilwell Value Partners VII’s working capital and, from time to time,
may be provided in part by margin account loans from subsidiaries of Jefferies extended in the ordinary course of business.
Since we last reported
purchases and sales of Common Stock (see the First Amendment), Stilwell Activist Fund has not expended any monies to acquire shares
of Common Stock. Such funds were provided from Stilwell Activist Fund’s working capital and, from time to time, may be provided
in part by margin account loans from subsidiaries of Morgan Stanley extended in the ordinary course of business.
Since we last reported
purchases and sales of Common Stock (see the First Amendment), Stilwell Activist Investments has not expended any monies to acquire
shares of Common Stock. Such funds were provided from Stilwell Activist Investment’s working capital and, from time to time,
may be provided in part by margin account loans from subsidiaries of Morgan Stanley extended in the ordinary course of business.
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All purchases of shares
of Common Stock made by the Group using funds borrowed from Jefferies or 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 Fourth Amendment to announce
that we have mailed a letter to the Issuer’s shareholders. A copy of this letter is attached as Exhibit 4 to this Fourth
Amendment and is also available at http://www.okapivote.com/PFBX
On March 12,
2021, we announced our nominee, Peter Prickett, for election as director at the Issuer’s 2021 annual meeting. We believe
the Issuer should explore all possibilities to maximize shareholder value.
Our purpose in acquiring
shares of Common Stock of the Issuer is to profit from the appreciation in the market price of the shares of Common Stock through
asserting shareholder rights. We do not believe the value of the Issuer's assets is adequately reflected in the current market
price of the Issuer's Common Stock.
THIS FOURTH AMENDMENT
MAY BE DEEMED TO BE SOLICITATION MATERIAL IN RESPECT OF THE SOLICITATION OF PROXIES BY THE GROUP FROM THE ISSUER'S SHAREHOLDERS
IN CONNECTION WITH THE ISSUER'S 2021 ANNUAL MEETING. 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. INFORMATION RELATING TO THE PARTICIPANTS IN OUR PROXY SOLICITATION IS INCLUDED IN APPENDIX A ATTACHED
TO THE THIRD AMENDMENT AND INCORPORATED BY REFERENCE HEREIN.
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.
Since 2000, members
or affiliates of the Group have taken an ‘activist position’ in 70 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 VII 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.
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.
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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 implemented a plan of voluntary dissolution.
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.
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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.
Hamilton Bancorp,
Inc. (“HBK”) - We filed our original Schedule 13D reporting our position on October 22, 2012. Having met with management
over the years, we believe management and the board acted in good faith to maximize shareholder value through HBK’s announced
sale to Orrstown Financial Services, Inc. on October 23, 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 subsequently believed
BFFI should be sold, and on December 3, 2018, announced our intent to seek board representation at BFFI’s 2019 annual meeting.
On February 22, 2019, we served our notice of intent to nominate Ralph Sesso for election as a director on BFFI’s board.
On July 16, 2019, BFFI’s sale to Corporate America Family Credit Union was announced. BFFI deregistered its shares of common
stock effective in 2018.
Alcentra Capital
Corp (“ABDC”) - We filed our original Schedule 13D reporting our position on December 28, 2017. We informed management
at a meeting on January 5, 2018, and reiterated several times throughout the year, that if ABDC did not repurchase 10% of its shares
in 2018, we would aggressively seek board representation. They did not do so. On January 25, 2019, we announced our nominees and
alternate nominee for ABDC’s 2019 election of directors. On August 13, 2019, ABDC’s
sale to Crescent Capital BDC, Inc. was announced.
First Advantage
Bancorp (“FABK”) - We filed our original Schedule 13D reporting our position
on March 20, 2017. We believe management and the board acted in good faith to maximize shareholder value over the long term. On
October 23, 2019, FABK’s sale to Reliant Bancorp, Inc. was announced. FABK deregistered its shares of common stock effective
in 2013.
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Central Federal
Bancshares, Inc. (“CFDB”) - We filed our original Schedule 13D reporting our position on January 25, 2016. We urged
management and the board of CFDB to repurchase shares as soon as CFDB was permitted. On May 21, 2019, we met with management, the
board and its attorney at CFDB’s annual meeting, and followed up with a letter to the board calling for CFDB’s sale
if it did not repurchase a meaningful number of shares. On January 17, 2020, CFDB’s
sale to Southern Missouri Bancorp, Inc. was announced. CFDB deregistered its shares of common stock effective in 2019.
Carroll Bancorp,
Inc. (“CROL”) - We filed our original Schedule 13D reporting our position on March 17, 2014. On March 6, 2020,
CROL’s sale to Farmers and Merchants Bancshares, Inc. was announced. CROL deregistered its shares of common stock effective
in 2017.
II.
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.
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.
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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.
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.
Poage Bankshares,
Inc. (“PBSK”) - We filed our original Schedule 13D reporting our position on September 23, 2011. We believed PBSK’s
board was not focused on maximizing shareholder value and nominated a director for election at PBSK’s 2014 annual meeting.
Our nominee was not elected, so we nominated a director at PBSK’s 2015 annual meeting. On July 21, 2015, our nominee, Stephen
S. Burchett, was elected as a director with a mandate to maximize shareholder value. Subsequently, the CEO left the company. We
publicly called for PBSK’s sale, and on July 11, 2018, PBSK’s sale to City Holding Company was announced. The stock
deal was completed on December 7, 2018.
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.
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On May 4, 2017, we
filed a complaint in the Delaware Court of Chancery against HFBC, the then 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.
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. On January 7, 2019, HFBC’s sale to First Financial Corporation
was announced, and the cash/stock deal was completed on July 27, 2019.
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. On September
5, 2019, MBCQ’s sale to BV Financial, Inc. was announced, and the all-cash deal was completed on February 29, 2020. MBCQ
deregistered its shares of common stock effective in 2019.
III.
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.
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.
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SCHEDULE 13D
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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.
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%.
CUSIP No. 71103B102
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SCHEDULE 13D
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Page 15
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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%.
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.
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SCHEDULE 13D
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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.
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%.
West Town Bancorp,
Inc. (“WTWB”) - We believe management and the board acted in good faith to maximize shareholder value, and on July
18, 2019, we sold our shares to WTWB. WTWB deregistered its shares of common stock effective in 2003.
IF Bancorp, Inc.
(“IROQ”) - We filed our original Schedule 13D reporting our position on March
5, 2012. We urged management and the board to maximize shareholder value through share repurchases. We believe IROQ acted
in good faith to do so and, in our estimation, IROQ’s market price increased to reflect fair value. On September 24, 2019,
we disclosed that we sold shares in the open market, decreasing our holdings below 5%.
IV.
Garrison Capital,
Inc. (“GARS”) – We filed our original Schedule 13D reporting our position on January 21, 2020. In April 2020,
we sold our stake with the belief that the global pandemic had made activism in a business development company problematic for
the next couple of years.
V.
Kingsway Financial
Services Inc. (“KFS”) - We filed our original Schedule 13D reporting our position on November 7, 2008. We requested
a meeting with KFS’s 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, and our other
nominee was elected chairman of the board. In addition, the board fired the CEO and CFO for incompetence and insubordination. By
November 3, 2009, all of the legacy directors had resigned from the board.
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SCHEDULE 13D
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Since then, Joseph
Stilwell has remained on the board, and 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. On May 24, 2018, we announced that we would withhold our proxy votes on the re-election of the then
current CEO at the KFS annual meeting. Although the CEO was re-elected to the board, the board announced on September 5, 2018,
a CEO transition in which he would no longer serve as CEO. The KFS board appointed John T. Fitzgerald as the new CEO to execute
its warranty segment strategy.
On September 21, 2020,
our representative, Corissa B. Porcelli, was elected to the board of directors.
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.
We ran three nominees
for election as directors at WHLR's 2018 annual meeting. They lost. On October 24, 2019, we announced our nominees, Joseph D. Stilwell,
Paula J. Poskon and Kerry G. Campbell, for election as directors at WHLR’s annual meeting. Several of WHLR’s legacy
directors did not stand for reelection. On December 19, 2019, we defeated the three legacy directors that stood for reelection
by more than a 7 to 1 margin and our three nominees were elected to WHLR’s board. Later that day, WHLR announced that its
CFO had resigned, and twelve days later, the only remaining legacy director resigned. The CEO was fired on April 13, 2020.
VI.
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. After years of our pushing NECB to
become fully public, the company announced on November 4, 2020 that it would undertake a second-step conversion. We support
NECB’s decision to do so. NECB deregistered its shares of common stock effective in 2016.
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.
Due to projected and
achieved Return on Equity (ROE) targets since WAYN’s 2018 annual meeting, we did not seek board representation in 2019.
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 maximizing shareholder
value at SFBC.
Seneca-Cayuga Bancorp,
Inc. (“SCAY”) - We filed our original Schedule 13D reporting our position on September 15, 2014. We believed SCAY
was positioned to provide meaningful returns to its shareholders either through a second-step conversion or a shareholder-friendly
capital allocation program. We encouraged management and the board to choose the path that would maximize shareholder value, but
they refused. On January 29, 2018, we served a letter to the board demanding that SCAY undertake a second-step conversion. Instead,
SCAY announced its merger with a smaller mutual. We re-served a demand for a second-step conversion on June 12, 2019, and in furtherance
to that, we served a demand for inspection of SCAY’s books and records on September 4, 2019. When SCAY refused to permit
the inspection of its books and records, we filed, on November 11, 2019, a motion to compel the production of those books and records
in U.S. District Court for the Western District of New York. SCAY filed a motion to dismiss, which the Judge denied on April 7,
2020. The Judge ordered SCAY to begin the production of board materials for our inspection by June 1. SCAY announced its intention
to second-step on May 6, 2020, and we discontinued our lawsuit. We believe SCAY should begin repurchasing shares as soon as regulations
permit it to do so. SCAY deregistered its shares of common stock effective in 2009.
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.
U & I Financial
Corp. (“UNIF”) - We have met with management and believe we can work with
management and the board to maximize shareholder value. Although UNIF’s common stock trades publicly on the OTCQX U.S., UNIF
does not file reports with the SEC.
Cincinnati Bancorp,
Inc. (“CNNB”) – We filed our original Schedule 13D reporting our position on May 7, 2020.
Parkway Acquisition
Corp. (“PKKW”) - We filed our original Schedule 13D reporting our position on May 27, 2020. We believe PKKW should
repurchase at least 10% of its shares annually while the stock is trading below book value and have communicated our belief to
management.
ICC Holdings, Inc.
(“ICCH”) - We filed our original Schedule 13D reporting our position on December 28, 2020. We believe management
and the board should improve capital allocation and profitability at ICCH.
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SCHEDULE 13D
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Page 18
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VII.
Brunswick Bancorp
(“BRBW”) - We met with the President, CFO and Chairman of the Board to express our views on BRBW’s capital
allocation, and they have indicated that they would rather grow than repurchase shares below book value. Therefore, we intend to
nominate at BRBW’s 2021 annual meeting in the absence of material share repurchases. BRBW deregistered its shares of common
stock effective in 2007.
Item 5. Interest in Securities of the
Issuer
The members of the
Group beneficially own an aggregate of 484,645 shares of Common Stock. The percentages reported herein for the Group are calculated
based on the number of outstanding shares of Common Stock, 4,878,557, reported as the number of outstanding shares as of February
3, 2021, in the Issuer’s Definitive Proxy Statement filed with the Securities and Exchange Commission on February 11, 2021.
The purchases and sales of Common Stock reported in this item, if any, were made in open-market transactions.
|
(A)
|
Stilwell Value Partners VII
|
|
|
|
|
(a)
|
Aggregate number of shares beneficially owned: 484,645
Percentage: 9.9%
|
|
(b)
|
1. Sole power to vote or to direct vote: 0
|
|
|
2. Shared power to vote or to direct vote: 484,645
|
|
|
3. Sole power to dispose or to direct the disposition: 0
|
|
|
4. Shared power to dispose or to direct disposition: 484,645
|
|
(c)
|
Within the past 60 days, Stilwell Value Partners VII has not purchased or sold shares of Common Stock.
|
|
(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: 484,645
Percentage: 9.9%
|
|
(b)
|
1. Sole power to vote or to direct vote: 0
|
|
|
2. Shared power to vote or to direct vote: 484,645
|
|
|
3. Sole power to dispose or to direct the disposition: 0
|
|
|
4. Shared power to dispose or to direct disposition: 484,645
|
|
(c)
|
Within the past 60 days, Stilwell Activist Fund has not purchased or sold shares of Common Stock.
|
|
|
|
|
(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.
|
CUSIP No. 71103B102
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SCHEDULE 13D
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Page 19
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|
(C)
|
Stilwell Activist Investments
|
|
|
|
|
(a)
|
Aggregate number of shares beneficially owned: 484,645
Percentage: 9.9%
|
|
(b)
|
1. Sole power to vote or to direct vote: 0
|
|
|
2. Shared power to vote or to direct vote: 484,645
|
|
|
3. Sole power to dispose or to direct the disposition: 0
|
|
|
4. Shared power to dispose or to direct disposition: 484,645
|
|
(c)
|
Within the past 60 days, Stilwell Activist Investments has not purchased or sold shares of Common Stock.
|
|
|
|
|
(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 Value LLC
|
|
|
|
|
(a)
|
Aggregate number of shares beneficially owned: 484,645
Percentage: 9.9%
|
|
(b)
|
1. Sole power to vote or to direct vote: 0
|
|
|
2. Shared power to vote or to direct vote: 484,645
|
|
|
3. Sole power to dispose or to direct the disposition: 0
|
|
|
4. Shared power to dispose or to direct disposition: 484,645
|
|
(c)
|
Stilwell Value LLC has made no purchases, sales or transfers of shares of Common Stock.
|
|
|
|
|
(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, and Stilwell Activist Investments. 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, and Stilwell Activist Investments.
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CUSIP No. 71103B102
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SCHEDULE 13D
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Page 20
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(F)
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Joseph Stilwell
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(a)
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Aggregate number of shares beneficially owned: 484,645
Percentage: 9.9%
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(b)
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1. Sole power to vote or to direct vote: 0
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|
2. Shared power to vote or to direct vote: 484,645
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3. Sole power to dispose or to direct the disposition: 0
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4. Shared power to dispose or to direct disposition: 484,645
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(c)
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Joseph Stilwell has made no purchases, sales or transfers of shares of Common Stock.
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Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to Securities of the Issuer
On February 16, 2021,
the Group entered into a nominee agreement (the “Nominee Agreement”) with Peter Prickett (the “Nominee”),
pursuant to which the Nominee has agreed, should the Group so elect, to stand for election to the Issuer’s board of directors
at the Issuer’s 2021 annual shareholder meeting and to serve as director if elected. Pursuant to the Nominee Agreement, the
Group has agreed to (i) reimburse all of the Nominee’s actual out-of-pocket expenses incurred in connection with the nomination
process and (ii) indemnify each Nominee for any damages and expenses incurred in connection with her or his nomination for director
of the Issuer. The foregoing summary of the Nominee Agreement is qualified in its entirety by reference to the full text of the
Nominee Agreement, a copy of which is filed as Exhibit 3 hereto and is incorporated by reference herein.
Other than the Nominee
Agreement and the joint filing agreement filed as Exhibit 1 to the Original Schedule 13D, 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, and Stilwell Activist Investments, and Joseph Stilwell, in his capacities as the managing member and 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.
CUSIP No. 71103B102
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SCHEDULE 13D
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Page 21
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Item 7. Material to be Filed as Exhibits
Exhibit No.
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|
Description
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1
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Joint Filing Agreement, dated November 23, 2020, filed with the Original Schedule 13D.
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2
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Letter to the Shareholders of the Issuer, dated February 9, 2021.
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3
|
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Nominee Agreement, dated February 16, 2021, with Nominee Peter Prickett.
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4
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Letter to Shareholders of the Issuer, dated March 16, 2021.
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CUSIP No. 71103B102
|
SCHEDULE 13D
|
Page 22
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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: March 17, 2021
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STILWELL VALUE PARTNERS VII, L.P.
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By:
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STILWELL VALUE LLC
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General Partner
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/s/ Megan Parisi
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By:
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Megan Parisi
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Member
|
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STILWELL ACTIVIST FUND, L.P.
|
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By:
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STILWELL VALUE LLC
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|
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General Partner
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|
|
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/s/ Megan Parisi
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By:
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Megan Parisi
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Member
|
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STILWELL ACTIVIST INVESTMENTS, L.P.
|
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By:
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STILWELL VALUE LLC
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General Partner
|
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|
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|
|
|
|
|
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/s/ Megan Parisi
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By:
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Megan Parisi
|
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Member
|
|
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STILWELL VALUE LLC
|
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/s/ Megan Parisi
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By:
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Megan Parisi
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Member
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JOSEPH STILWELL
|
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/s/ Joseph Stilwell*
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Joseph Stilwell
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|
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*/s/ Megan Parisi
Attorney-In-Fact
|
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CUSIP No. 71103B102
|
SCHEDULE 13D
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Page 23
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SCHEDULE A
In 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 related to 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
Value or certain other 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 in 2018. All of these obligations as set forth in the Order have
been fully satisfied.
Exhibit
4
LETTER
TO SHAREHOLDERS
The
Stilwell Group
111
Broadway, 12th Floor
New
York, NY 10006
(212)
269-1551
Info@StilwellGroup.com
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.
|
|
|
Sincerely,
|
|
|
|
|
|
|
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Megan
Parisi
|
|
MParisi@StilwellGroup.com
|
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(212)
269-1551
|
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.