Filed On 8/1/05 8:27pm ET · SEC File 5-80651 · Accession Number 892917-5-177
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
8/02/05 Stilwell Joseph SC 13D/A 2:21 Prudential Bancorp...Pennsylvania 892917
John Stilwell
Joseph Stilwell
Stillwell Partners/L/P
Stillwell Value LLC
Stillwell Value Partners I/L/P
Amendment to General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial 16 84K
Ownership
2: EX-99 Ex. 3, Shareholder List Request 5 18K
SC 13D/A · Amendment to General Statement of Beneficial Ownership
Document Table of Contents
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CUSIP No. 744319104 SCHEDULE 13D Page 1 of 21
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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. 1)
PRUDENTIAL BANCORP, INC. OF PENNSYLVANIA
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
744319104
(CUSIP Number)
Mr. Joseph Stilwell
26 Broadway, 23rd Floor
New York, New York 10004
Telephone: (212) 269-5800
with a copy to:
Spencer L. Schneider, Esq.
70 Lafayette Street, 7th Floor
New York, New York 10013
Telephone: (212) 233-7400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 27, 2005
(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 ss.ss.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).
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CUSIP No. 744319104 SCHEDULE 13D Page 2 of 21
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
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Stilwell Value Partners I, L.P.
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2. 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. SEC Use Only
....................................................................
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4. Source of Funds (See Instructions) WC, OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization: Delaware
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Number of 7. Sole Voting Power: 0
Shares --------------------------------------------------------------
Beneficially 8. Shared Voting Power: 1,147,100
Owned by --------------------------------------------------------------
Each 9. Sole Dispositive Power: 0
Reporting --------------------------------------------------------------
Person With 10. Shared Dispositive Power: 1,147,100
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,147,100
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11): 9.1%
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14. Type of Reporting Person (See Instructions)
PN
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CUSIP No. 744319104 SCHEDULE 13D Page 3 of 21
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1. 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. 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. SEC Use Only
....................................................................
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4. Source of Funds (See Instructions) WC, OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization: Delaware
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Number of 7. Sole Voting Power: 0
Shares --------------------------------------------------------------
Beneficially 8. Shared Voting Power: 1,147,100
Owned by --------------------------------------------------------------
Each 9. Sole Dispositive Power: 0
Reporting --------------------------------------------------------------
Person With 10. Shared Dispositive Power: 1,147,100
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,147,100
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11): 9.1%
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14. Type of Reporting Person (See Instructions)
PN
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CUSIP No. 744319104 SCHEDULE 13D Page 4 of 21
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1. 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. 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. SEC Use Only
....................................................................
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4. Source of Funds (See Instructions) WC, OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization: Delaware
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Number of 7. Sole Voting Power: 0
Shares --------------------------------------------------------------
Beneficially 8. Shared Voting Power: 1,147,100
Owned by --------------------------------------------------------------
Each 9. Sole Dispositive Power: 0
Reporting --------------------------------------------------------------
Person With 10. Shared Dispositive Power: 1,147,100
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11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,147,100
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11): 9.1%
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14. Type of Reporting Person (See Instructions)
OO
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CUSIP No. 744319104 SCHEDULE 13D Page 5 of 21
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1. 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. 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. SEC Use Only
....................................................................
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4. Source of Funds (See Instructions) PF, OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization: United States
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Number of 7. Sole Voting Power: 0
Shares --------------------------------------------------------------
Beneficially 8. Shared Voting Power: 1,147,100
Owned by --------------------------------------------------------------
Each 9. Sole Dispositive Power: 0
Reporting --------------------------------------------------------------
Person With 10. Shared Dispositive Power: 1,147,100
----------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,147,100
----------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
----------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 9.1%
----------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 744319104 SCHEDULE 13D Page 6 of 21
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
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John Stilwell
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2. 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. SEC Use Only
....................................................................
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4. Source of Funds (See Instructions) PF, OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization: United States
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Number of 7. Sole Voting Power: 3,800
Shares --------------------------------------------------------------
Beneficially 8. Shared Voting Power: 0
Owned by --------------------------------------------------------------
Each 9. Sole Dispositive Power: 3,800
Reporting --------------------------------------------------------------
Person With 10. Shared Dispositive Power: 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,800
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11): .03%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 744319104 SCHEDULE 13D Page 7 of 21
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Item 1. Security and Issuer
This is the first amendment ( "First Amendment") to the original Schedule
13D, which was filed on June 20, 2005 (the "Original Schedule 13D"). This First
Amendment is filed jointly by Stilwell Value Partners I, L.P., a Delaware
limited partnership ("Stilwell Value Partners I"), 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 I, Joseph Stilwell, the general partner of
Stilwell Partners and the managing and sole member of Stilwell Value LLC, and
John Stilwell. All of the filers of this Schedule 13D are collectively referred
to as the "Group."
This statement relates to the common stock ("Common Stock") of Prudential
Bancorp Inc. of Pennsylvania ("Issuer" or "PBIP"). The address of the principal
executive offices of the Issuer is 1834 Oregon Avenue, Philadelphia,
Pennsylvania 19145. The joint filing agreement of the members of the Group is
attached as Exhibit 1.
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 I and Stilwell
Partners, in Joseph Stilwell's capacities as the general partner of Stilwell
Partners and as the managing and sole member of Stilwell Value LLC which is the
general partner of Stilwell Value Partners I.
The business address of Stilwell Value Partners I, Stilwell Partners,
Stilwell Value LLC and Joseph Stilwell is 26 Broadway, 23rd Floor, New York, New
York 10004.
The principal employment of Joseph Stilwell is investment management.
Stilwell Value Partners I and Stilwell Partners are private investment
partnerships engaged in the purchase and sale of securities for their own
accounts. Stilwell Value LLC is in the business of serving as the general
partner of Stilwell Value Partners I and related partnerships.
This statement is also filed by John Stilwell with respect to the shares
of Common Stock beneficially owned by him. John Stilwell's business address is
26 Broadway, 23rd Floor, New York, New York 10004. John Stilwell is employed by
Stilwell Partners as an analyst. John Stilwell and Joseph Stilwell are brothers.
(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,
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CUSIP No. 744319104 SCHEDULE 13D Page 8 of 21
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or prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
(f) Joseph Stilwell and John Stilwell are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
No member of the Group other has purchased any shares of Common Stock
since the filing of the Original Schedule 13D.
Item 4. Purpose of Transaction
The purpose of the acquisition of shares of Common Stock of the Issuer by
members of the Group is to profit from the appreciation in the market price of
the shares of Common Stock through the assertion of shareholder rights. The
members of the Group do not believe the value of the Issuer's assets is
adequately reflected in the current market price of the Issuer's Common Stock.
Members of the Group are filing this First Amendment to report, as further
described below, that (a) members of the Group recently met with Issuer to
request that it place a representative of the Group on Issuer's board of
directors; (b) such request was denied; (c) members of the Group intend to
solicit proxies from other shareholders in order to oppose adoption of Issuer's
stock recognition and retention plan and stock option plan ("Stock Benefit
Plans"); and (d) members of the Group have requested Issuer's shareholder list.
On June 12, 2005, Joseph Stilwell and the Group's counsel met with
Issuer's representatives to request that Mr. Stilwell be placed on Issuer's
board of directors. Issuer's representatives indicated that its entire board
would consider the request. On July 27, 2005, Issuer notified Mr. Stilwell that
its board had denied the Group's request.
In the coming weeks, Issuer will be seeking shareholder approval of its
Stock Benefit Plans enabling Issuer to grant stock options and restricted shares
to employees and non-employee directors. Fifty-five percent of the outstanding
shares of Issuer's Common Stock are held by Prudential Mutual Holding Company
("MHC"), which is controlled by Issuer's board. However, MHC is barred by the
FDIC, Issuer's primary federal regulator, from voting on the Stock Benefit
Plans, such that only the Issuer's public shareholders holding 45% of the
outstanding shares of Issuer's Common Stock will be able to vote on approval of
the Stock Benefit Plans. But with regard to other corporate decisions, such as
the election of directors, MHC will normally be able to "outvote" Issuer's
public shareholders.
Members of the Group believe that it is in the best interests of Issuer's
shareholders that Issuer's board of directors include at least one member who is
a public shareholder and beneficially owns a substantial number of shares of
Issuer's Common Stock. Members of the Group believe that Mr. Stilwell would
bring broad experience and a fresh perspective to Issuer's
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CUSIP No. 744319104 SCHEDULE 13D Page 9 of 21
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board inasmuch as, to the Group's knowledge, none of the current directors have
any previous public company experience or his particular business experience.
Therefore, members of the Group believe that now is the best time, and
possibly the only time, that the public shareholders can meaningfully exercise
their shareholder rights and send a message to Issuer that a public shareholder
be placed on the Board. Thus, members of the Group plan to solicit proxies from
other public shareholders of Issuer to oppose approval of the Stock Benefit
Plans. To that end, on July 28, 2005, members of the Group sent Issuer a
request, pursuant to Pennsylvania law, that it provide the Group with its
shareholder list. A copy of this request is annexed as Exhibit 3.
Members of the Group reserve their right to exercise other shareholder
rights which include, without limitation, to: (a) communicate and discuss their
views with other shareholders, including discussions concerning: (i) the
election of directors to the Board, (ii) Issuer's proposed Stock Benefit Plans
and/or (iii) ways to maximize shareholder value; and/or (b) solicit proxies or
written consents from other shareholders of Issuer with respect to (i) seeking
Board representation.
On May 1, 2000, certain members of the Group (the "Stilwell SPN Group")
filed a Schedule 13D in connection with the common stock of Security of
Pennsylvania Financial Corp. ("SPN"). Thereafter, the Stilwell SPN Group
communicated with management of SPN and scheduled a meeting with senior
management in order to discuss maximizing short and long-term value of SPN's
assets. On June 2, 2000, prior to the scheduled meeting, SPN and Northeast
Pennsylvania Financial Corp. announced the signing of a definitive agreement
under which Northeast Pennsylvania Financial Corp. agreed to acquire SPN and the
Stilwell SPN Group disposed of its shares of SPN on the open market.
On July 7, 2000, certain members of the Group (the "Stilwell CMRN Group")
filed a Schedule 13D in connection with the common stock of Cameron Financial
Corporation ("Cameron"). Thereafter the Stilwell CMRN Group exercised its
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 the Stilwell CMRN
Group's representatives to join the Board, writing to other Cameron shareholders
to express their dismay with management's inability to maximize shareholder
value and publishing that letter in the local press. On October 6, 2000, Cameron
announced that it had entered into an agreement to be acquired by Dickinson
Financial Corp. and the Stilwell CMRN Group disposed of its shares of Cameron on
the open market.
On January 4, 2001, certain members of the Group (the "Stilwell CFIC
Group") filed a Schedule 13D in connection with the common stock of Community
Financial Corp. ("CFIC"). The Stilwell CFIC Group reported that it acquired the
stock of CFIC for investment purposes after CFIC announced the sale of two of
its four subsidiary banks and its intention to sell one or more of its remaining
subsidiaries. On January 25, 2001, CFIC announced the sale of one of its
remaining subsidiaries. The Stilwell CFIC Group then announced its intention to
run an
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CUSIP No. 744319104 SCHEDULE 13D Page 10 of 21
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alternate slate of directors at the 2001 annual meeting if CFIC did not sell the
remaining subsidiary by then. On March 27, 2001, members of the Stilwell CFIC
Group wrote to CFIC confirming that CFIC had agreed to meet with one of the
Stilwell CFIC Group's proposed nominees to the Board. On March 30, 2001, before
the meeting took place, CFIC announced that it had agreed to be merged with
First Financial Corporation. The Stilwell CFIC Group, having accomplished its
purpose of maximizing shareholder value, announced that it would not seek
representation on the Board or solicit proxies for use at the annual meeting.
On February 23, 2001, certain members of the Group (the "Stilwell MONT
Group") filed a Schedule 13D in connection with the common stock of Montgomery
Financial Corporation ("Montgomery"). In its Schedule 13D, the Stilwell MONT
Group stated that it acquired the stock of Montgomery for investment purposes
and that it believed the value of Montgomery's assets exceeded its current
market price. On April 20, 2001, members of the Stilwell MONT Group met with
Montgomery's management, suggested to management that it should maximize
shareholder value by selling the institution and notified management that it
would run an alternate slate of directors at the 2001 annual meeting unless
Montgomery entered into a transaction. Eleven days after the Schedule 13D was
filed, Montgomery's Board amended its bylaws to require that nominees to its
Board must: (a) reside locally, (b) have a loan or deposit relationship with
Montgomery's subsidiary bank for at least twelve months prior to nomination, (c)
have served as a member of a local civic or community organization for at least
twelve months during the five years prior to the nomination to the Board, and
(d) own 100 shares of Montgomery's stock. Additionally, the amended bylaws
shortened the time for shareholders to notice their intention to nominate
alternate directors at the 2001 annual meeting. On June 5, 2001, Montgomery
announced that it had hired an investment banking firm, to "help evaluate
available alternatives to improve financial performance and maximize shareholder
value. . . . [including] a potential acquisition or merger." On June 13, 2001,
the Stilwell MONT Group timely noticed its intention to nominate to Montgomery's
Board two persons who qualified under the amended bylaws. On July 24, 2001,
Montgomery announced that it signed a definitive agreement with Union Community
Bancorp ("Union") providing for the merger of Montgomery into Union.
On June 14, 2001, certain members of the Group (the "Stilwell HCBB Group")
filed a Schedule 13D in connection with the common stock of HCB Bancshares, Inc.
("HCBB"). On or about September 4, 2001, the Stilwell HCBB Group reported that
it had entered into a standstill agreement with HCBB whereby, among other
things, HCBB would appoint a director selected by the Stilwell HCBB Group. HCBB
also agreed to consider conducting a Dutch tender auction. Additionally, HCBB
agreed to adopt annual financial targets. HCBB also agreed that if it did not
achieve the financial targets, it would retain an investment banking firm to
help it to explore available alternatives to maximizing shareholder value. On
October 22, 2001, the Stilwell HCBB Group reported that HCBB had named its
nominee, John G. Rich, Esq., as a director. On January 31, 2002, HCBB announced
a modified Dutch tender auction to repurchase 20% of its shares. Subsequent to
the standstill agreement, HCBB announced and completed a number of 5% share
repurchase programs, and, between the filing of the Stilwell HCBB Group's
Schedule 13D and up until August 31, 2003, HCBB's outstanding share count
decreased by 33%. HCBB
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CUSIP No. 744319104 SCHEDULE 13D Page 11 of 21
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did not achieve the financial target enumerated in the standstill agreement for
the fiscal year ended June 30, 2003. Pursuant to the terms of the standstill
agreement, on August 12, 2003, HCBB announced that it retained Gerrish &
McCreary PC (a regional investment banking firm) to assist HCBB in exploring
available alternatives for maximizing shareholder value, including a sale of
HCBB. On January 14, 2004, HCBB announced that it had agreed to be acquired by
Rock Bancshares Inc. and, having accomplished its objective of maximizing
shareholder value, the Stilwell HCBB Group disposed of its shares of HCBB on the
open market.
On December 15, 2000, certain members of the Group (the "Stilwell OTFC
Group") filed a Schedule 13D in connection with the common stock of Oregon Trail
Financial Corp. ("OTFC"). In January 2001, members of the Stilwell OTFC Group
met with the management of OTFC to discuss its concerns that management was not
maximizing shareholder value and it proposed that OTFC voluntarily place its
nominees on the Board. OTFC rejected the Stilwell OTFC Group's proposal, and the
Stilwell OTFC Group immediately announced its intention to solicit proxies to
elect a Board nominee. OTFC refused to produce its complete shareholder list to
the Stilwell OTFC Group, which sued OTFC in Baker County, Oregon. The court
ultimately ordered OTFC to produce the complete list and to pay $10,000 in
attorneys' fees to the Stilwell OTFC Group. The Stilwell OTFC Group also
initiated lawsuits against two OTFC directors, alleging that one director had
allegedly violated OTFC's residency requirement and that the other director had
allegedly committed perjury while testifying about his co-director in the first
suit. Both suits were dismissed pre-trial but the Stilwell OTFC Group filed an
appeal in one suit and was permitted to re-file the other suit in state court.
On or about August 16, 2001, the Stilwell OTFC Group began to solicit proxies
from shareholders to elect Kevin D. Padrick, Esq. to the Board of OTFC. On
September 12, 2001, OTFC filed suit against the Manhattan-based Stilwell OTFC
Group in Portland, Oregon's federal district court and moved to invalidate the
Stilwell OTFC Group's proxies, but the court denied the motion and the election
proceeded. During the election, OTFC announced the hiring of an investment
banking firm. The Stilwell OTFC Group argued in its proxy materials that OTFC
should have used its excess capital to repurchase its shares at prices below
book value. In the five months after the filing of the Stilwell OTFC Group's
first proxy statement (i.e., from August 1, 2001 through December 31, 2001),
OTFC repurchased approximately 15% of its shares.
On October 12, 2001, at OTFC's Annual Meeting, OTFC's shareholders elected
the Stilwell OTFC Group's candidate to the Board by a 2-1 margin. On March 12,
2002, OTFC and members of the Stilwell OTFC Group entered into a standstill
agreement pursuant to which, among other things, OTFC agreed to achieve annual
targets for its return on equity, to reduce its current capital ratio, to obtain
advice from its investment banker regarding annual 10% stock repurchases, to
re-elect the Stilwell OTFC Group's director to the Board at the end of his
current term, to maintain a seat for the Stilwell OTFC Group's director, or a
replacement director, for five years, to reimburse a portion of the Stilwell
OTFC Group's expenses incurred in the proxy contest, and to withdraw, with
prejudice, the pending lawsuit against members of the Stilwell OTFC Group. In
exchange, members of the Stilwell OTFC Group agreed, among other things, to
refrain from seeking additional seats on OTFC's Board and to support OTFC. On or
about February 24, 2003, OTFC and FirstBank NW Corp. ("FBNW") announced the
signing of a
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CUSIP No. 744319104 SCHEDULE 13D Page 12 of 21
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definitive agreement whereby OTFC and FBNW would be merged, and the Stilwell
OTFC Group subsequently announced that, having accomplished its objective of
maximizing shareholder value, it had disposed of substantially all of its shares
on the open market.
On November 25, 2002, certain members of the Group (the "Stilwell ACAP
Group") filed a Schedule 13D in connection with the common stock of American
Physicians Capital, Inc. ("ACAP"). The Schedule 13D reported that on January 18,
2002, the Michigan Insurance Department approved the Stilwell ACAP Group's
petition for permission to solicit proxies to elect two directors to ACAP's
Board. On January 29, 2002, Stilwell Associates noticed its intention to
nominate two directors at the 2002 annual meeting. On February 20, 2002, the
Stilwell ACAP Group entered into a three-year standstill agreement with ACAP
wherein, among other things, ACAP added the Stilwell ACAP Group's nominee,
Spencer L. Schneider, Esq., to its Board. Additionally, ACAP agreed, subject to
its Board's fiduciary duties and regulatory approval, 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. Such repurchases were highly accretive to ACAP's per share
book value. Since the filing of the Schedule 13D: (a) on November 6, 2003, ACAP
announced a reserve charge and that it would explore its options to maximize
shareholder value -- it subsequently announced it had retained Sandler O'Neill &
Partners, L.P. to assist the Board in this regard; (b) on November 6, 2003, ACAP
also announced that it would exit from the healthcare and workers compensation
insurance businesses; (c) on December 2, 2003, ACAP announced that its President
and Chief Executive Officer, William Cheeseman, would take early retirement on
December 31, 2003; (d) on December 23, 2003, ACAP named R. Kevin Clinton as its
new President and Chief Executive Officer; and (e) on June 24, 2004, ACAP
announced that, after a diligent and thorough review and examination, the Board
determined that the best means to maximize shareholder value is to continue to
execute ACAP's current business strategy of shedding non-core businesses and
focusing on its core business line in its core markets. On August 19, 2004, the
Stilwell ACAP Group disclosed that it intended to seek additional representation
on the Board and exercise its shareholder rights upon the expiration of the
standstill agreement. On November 10, 2004, at ACAP's invitation, Joseph
Stilwell joined ACAP's Board of Directors and the parties entered into a new
standstill agreement providing for Mr. Stilwell and Mr. Schneider to remain on
the Board through the annual meeting in 2008.
On June 30, 2003, certain members of the Group (the "Stilwell FPIC Group")
filed a Schedule 13D in connection with the common stock of FPIC Insurance
Group, Inc. ("FPIC"). The Stilwell FPIC Group also reported that at such times
as the market price of FPIC stock more adequately reflects the value of its
assets, the Stilwell FPIC Group reserved its right to make additional
dispositions of its holdings of FPIC stock irrespective of FPIC having taken
steps to maximize shareholder value. On August 12, 2003, the Florida Office of
Insurance Regulation approved the Stilwell FPIC Group's application to acquire
more than 5% of FPIC's shares of common stock and to hold board seats and
exercise its shareholder rights. On November 10, 2003, pursuant to the Group's
request to FPIC, the Group's nominee, John G. Rich, Esq., became a director of
FPIC. In connection with Mr. Rich's appointment to the Board, FPIC and members
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CUSIP No. 744319104 SCHEDULE 13D Page 13 of 21
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of the Group entered into a confidentiality agreement. On June 7, 2004, the
Stilwell FPIC Group reported that, inasmuch as FPIC's shares were somewhat less
undervalued because of the substantial increase in the market price of the
stock, it had decreased its holdings of FPIC to below 5%.
On March 29, 2004, certain members of the Group (the "Stilwell COMB
Group") filed a Schedule 13D in connection with the common stock of Community
Bancshares, Inc. ("COMB"). The Stilwell COMB Group reported that it intended to
meet with COMB's management to discuss the steps that management planned to take
to address the challenges confronting COMB and that if the Stilwell COMB Group
believes management is dealing effectively with such challenges, it would likely
support current management. The Stilwell COMB Group has met with COMB management
and, to date, is satisfied with management's progress in turning around the
company. The Stilwell COMB Group will continue to monitor the situation and take
appropriate steps to maximize shareholder value.
Members of the Group may seek to make additional purchases of shares of
Common Stock. Except as noted 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 upon the number
of outstanding shares of Common Stock, 12,563,750, reported as the number of
outstanding shares as of May 11, 2005, in the Issuer's quarterly report on Form
10-Q for the period ended March 31, 2005. All purchases and sales of shares of
Common Stock reported herein, other than through the exercise of options, were
made in open market transactions on The Nasdaq Stock Market.
(A) Stilwell Value Partners I
(a) Aggregate number of shares beneficially owned: 1,147,100
Percentage: 9.1%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 1,147,100
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 1,147,100
(c) Stilwell Value Partners I has not purchased or sold any shares of
Common Stock since the filing of the Original Schedule 13D.
(d) Because he is the managing and sole member of Stilwell Value LLC,
which is the general partner of Stilwell Value Partners I, Joseph
Stilwell has the power to direct the affairs of Stilwell Value
Partners I, including the voting and disposition of shares of
Common Stock held in the
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CUSIP No. 744319104 SCHEDULE 13D Page 14 of 21
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name of Stilwell Value Partners I. Therefore, Joseph Stilwell is
deemed to share voting and disposition power with Stilwell Value
Partners I with regard to those shares of Common Stock.
(B) Stilwell Partners
(a) Aggregate number of shares beneficially owned: 1,147,100
Percentage: 9.1%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 1,147,100
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 1,147,100
(c) Stilwell Partners has not purchased or sold any shares of Common
Stock since the filing of the Original Schedule 13D.
(d) Because he 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.
(C) Stilwell Value LLC
(a) Aggregate number of shares beneficially owned: 1,147,100
Percentage: 9.1%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 1,147,100
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 1,147,100
(c) Stilwell Value LLC has made no purchases of shares of Common Stock.
(d) Because he is the managing and sole member 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 I. 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 I.
(D) Joseph Stilwell
(a) Aggregate number of shares beneficially owned: 1,147,100
Percentage: 9.1%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 1,147,100
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 1,147,100
(c) Joseph Stilwell has made no purchases of shares of Common Stock.
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CUSIP No. 744319104 SCHEDULE 13D Page 15 of 21
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(E) John Stilwell
(a) Aggregate number of shares beneficially owned: 3,800
Percentage: .03%
(b) 1. Sole power to vote or to direct vote: 3,800
2. Shared power to vote or to direct vote: 0
3. Sole power to dispose or to direct the disposition: 3,800
4. Shared power to dispose or to direct disposition: 0
(c) John Stilwell has not purchased or sold any shares of Common Stock
since the filing of the Original Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Other than the Joint Filing Agreement filed as Exhibit 1, 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 and Joseph Stilwell, in their capacities, respectively, as general partner
of Stilwell Value Partners I, and managing and sole member of Stilwell Value LLC
and general partner of Stilwell Partners, 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, filed with Original Schedule 13D
2 Power of Attorney of John Stilwell, filed with Original Schedule 13D
3 Shareholder List Request, dated July 28, 2005
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CUSIP No. 744319104 SCHEDULE 13D Page 16 of 21
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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: August 1, 2005
STILWELL VALUE PARTNERS I, L.P.
By: STILWELL VALUE LLC
General Partner
/s/ Joseph Stilwell
--------------------------------------
By: Joseph Stilwell
Managing and Sole Member
STILWELL PARTNERS, L.P.
/s/ Joseph Stilwell
--------------------------------------
Joseph Stilwell
General Partner
STILWELL VALUE LLC
/s/ Joseph Stilwell
--------------------------------------
By: Joseph Stilwell
Managing and Sole Member
JOSEPH STILWELL
/s/ Joseph Stilwell
--------------------------------------
Joseph Stilwell
JOHN STILWELL
/s/ John Stilwell
--------------------------------------
John Stilwell
Dates Referenced Herein and Documents Incorporated By Reference
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