8-K
AMERISERV FINANCIAL INC /PA/ (ASRV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 19, 2023
AMERISERV FINANCIAL, Inc.
(exact name of registrant as specified in its charter)
| | | | | |
|---|---|---|---|---|
| Pennsylvania | | 0-11204 | | 25-1424278 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
| | |
|---|---|
| Main and Franklin Streets, Johnstown, PA | 15901 |
| (address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: 814-533-5300
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title Of Each Class | Trading Symbol | Name of Each Exchange On Which Registered | ||
|---|---|---|---|---|
| Common Stock | | ASRV | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Form 8-K
Item 8.01Other events.
On January 17, 2023, Driver Opportunity Partners I LP (“Driver”) submitted to AmeriServ Financial, Inc. (the "Company") a purported notice (the “Notice”) seeking to nominate three candidates to stand for election to the Company’s Board of Directors (the “Board”) at the Company’s 2023 annual meeting of shareholders (the “2023 Annual Meeting”). The Board is reviewing the Notice in order to determine its compliance with applicable requirements for making director nominations that are set forth in the Company’s articles of incorporation, as amended, and amended and restated bylaws. On January 19, 2023, the Company sent a letter (the “Letter”) to Driver regarding the Notice. A copy of the Letter is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Important Additional Information
The Company intends to file a proxy statement and proxy card with the Securities and Exchange Commission (the “SEC”) in connection with the Company’s 2023 annual meeting of shareholders (the “2023 Annual Meeting”) and, in connection therewith, the Company, certain of its directors and executive officers will be participants in the solicitation of proxies from the Company’s shareholders in connection with such meeting. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE 2023 ANNUAL MEETING. The Company’s definitive proxy statement for the 2022 annual meeting of shareholders contains information regarding the direct and indirect interests, by security holdings or otherwise, of the Company’s directors and executive officers in the Company’s securities. Information regarding subsequent changes to their holdings of the Company’s securities can be found in the SEC filings on Forms 3, 4, and 5, which are available on the Company’s website at http://investors.ameriserv.com/sec-filings/insider-filings or through the SEC’s website at www.sec.gov. Information can also be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 on file with the SEC. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the 2023 Annual Meeting. Shareholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Company’s website at http://investors.ameriserv.com/sec-filings/documents.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits:
99.1
Letter dated January 19, 2023 of AmeriServ Financial, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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|---|---|---|
| | AMERISERV FINANCIAL, Inc. | |
| | | |
| Date: January 19, 2023 | By | /s/Michael D. Lynch |
| | | Michael D. Lynch |
| | | EVP & CFO |
Exhibit 99.1
January 19, 2023
Driver Management Company LLC
Attn: J. Abbott Cooper
1266 E. Main Street, Suite 700R
Stamford, CT 06902
Subject: Response to Public Rejection of Offer to Collaborate on Board Refreshment and Governance Enhancements
Dear Mr. Cooper,
As communicated in our January 9^th^ letter, the Board of Directors (the “Board”) of AmeriServ Financial, Inc. values shareholder feedback. That is why we immediately commenced a dialogue with Driver Management Company LLC after it disclosed an investment in AmeriServ via a 13D filing late last year. Moreover, that is why we subsequently invited Driver to participate in AmeriServ's ongoing Board refreshment process by asking it to provide director candidate biographies, make candidates available for interviews and submit related questionnaires. Given Driver’s “decades of experience advising and engaging with bank management teams and boards of directors”^1^ and your own expertise in “corporate governance,”^2^ we hoped the firm would appreciate that our Board could not blindly agree to an 8.1% shareholder’s demands to designate 33% of the Company’s directors and take leadership roles on multiple committees. Our Board owes it to all of AmeriServ’s shareholders, including the roughly 92% of shareholders unaffiliated with Driver, to carry out normal-course vetting and consider their long-term interests.
We now understand that Driver prefers to forego constructive engagement in favor of running a public campaign and nominating director candidates for election at the Company’s 2023 Annual Meeting of Shareholders (the “Annual Meeting”). In addition to assessing Driver’s recently submitted nomination materials and candidate information, we will continue to carefully consider all of the firm’s suggestions and views. We will do so while prioritizing the running of our business for the benefit of all of AmeriServ’s shareholders, customers, employees and communities.
Please note that AmeriServ’s Board has already been planning to take several steps, including with regard to Board composition and corporate governance, that directly counter Driver's accusations of entrenchment. It is also notable that AmeriServ’s strategy has driven post-pandemic stockholders returns of approximately 31%, which Driver has overlooked when attacking the Company.^3^ Looking ahead, we do not believe it is in all of our stakeholders’ best interests to address every public and private statement made by Driver. We also have no intention of agreeing to the type of seemingly self-enriching share repurchases and cash payments that Driver has extracted from other community banks in order to end litigious contests.^4^
^1^ Source: www.DriverManagementCompany.com.
^2^ Source: Press release entitled The First of Long Island Corporation Announces Additional Board Refreshment as Part of Ongoing Commitment to Strong Corporate Governance.
^3^ AmeriServ’s total stockholder returns, with dividends reinvested, are approximately 31% since January 1, 2021.
^4^ Source: American Banker article entitled First United in Maryland buys out activist investor.
We look forward to communicating with all of the Company’s shareholders as they prepare to vote at this year’s Annual Meeting.
Sincerely,
/s/Allan R. Dennison
Allan R. Dennison
Chairman
AmeriServ Financial, Inc.
CC: David W. Swartz, Stevens & Lee
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