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).
CUSIP No. 963025101 |
SCHEDULE 13D |
Page 2 |
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
|
Stilwell Value Partners VII, L.P. |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) x |
|
(b) |
3. |
SEC Use Only |
4. |
Source of Funds (See Instructions) WC, OO |
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
Citizenship or Place of Organization:
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. Sole Voting Power: 0 |
8. Shared Voting Power: 5,513,318* |
9. Sole Dispositive Power: 0 |
10. Shared Dispositive Power: 5,513,318* |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person: 5,513,318* |
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
Percent of
Class Represented by Amount in Row (11): 39.2% |
14. |
Type of Reporting Person (See Instructions)
PN |
*Includes (i) 3,999,980 shares of Common Stock
issuable upon conversion of the Notes described in Item 6; (ii) 205,019 shares of Common Stock issuable upon conversion of 328,033 shares
of Series B Preferred Stock; and (iii) 126,983 shares of Common Stock issuable upon conversion of 86,150 shares of Series D Preferred
Stock.
CUSIP No. 963025101 |
SCHEDULE 13D |
Page 3 |
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
|
Stilwell Activist Fund, L.P. |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) x |
|
(b) |
3. |
SEC Use Only |
4. |
Source of Funds (See Instructions) WC, OO |
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
Citizenship or Place of Organization:
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. Sole Voting Power: 0 |
8. Shared Voting Power: 5,513,318* |
9. Sole Dispositive Power: 0 |
10. Shared Dispositive Power: 5,513,318* |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person: 5,513,318* |
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
Percent of Class Represented by Amount in Row (11): 39.2% |
14. |
Type of Reporting Person (See Instructions)
PN |
*Includes (i) 3,999,980 shares of Common Stock
issuable upon conversion of the Notes described in Item 6; (ii) 205,019 shares of Common Stock issuable upon conversion of 328,033 shares
of Series B Preferred Stock; and (iii) 126,983 shares of Common Stock issuable upon conversion of 86,150 shares of Series D Preferred
Stock.
CUSIP No. 963025101 |
SCHEDULE 13D |
Page 4 |
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
|
Stilwell Activist Investments, L.P. |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) x |
|
(b) |
3. |
SEC Use Only |
4. |
Source of Funds (See Instructions) WC, OO |
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
Citizenship or Place of Organization:
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. Sole Voting Power: 0 |
8.
Shared Voting Power: 5,513,318* |
9. Sole Dispositive Power: 0 |
10.
Shared Dispositive Power: 5,513,318* |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 5,513,318* |
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
Percent
of Class Represented by Amount in Row (11): 39.2% |
14. |
Type of Reporting Person (See Instructions)
PN |
*Includes (i) 3,999,980 shares of Common Stock
issuable upon conversion of the Notes described in Item 6; (ii) 205,019 shares of Common Stock issuable upon conversion of 328,033 shares
of Series B Preferred Stock; and (iii) 126,983 shares of Common Stock issuable upon conversion of 86,150 shares of Series D Preferred
Stock.
CUSIP No. 963025101 |
SCHEDULE 13D |
Page 5 |
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
|
Stilwell Value LLC |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) x |
|
(b) |
3. |
SEC Use Only |
4. |
Source of Funds (See Instructions) n/a |
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
Citizenship or Place of Organization:
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. Sole Voting Power: 0 |
8. Shared Voting Power: 5,513,318* |
9. Sole Dispositive Power: 0 |
10. Shared Dispositive Power: 5,513,318* |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person: 5,513,318* |
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
Percent of Class Represented by Amount in Row (11): 39.2% |
14. |
Type of Reporting Person (See Instructions)
OO |
*Includes (i) 3,999,980 shares of Common Stock
issuable upon conversion of the Notes described in Item 6; (ii) 205,019 shares of Common Stock issuable upon conversion of 328,033 shares
of Series B Preferred Stock; and (iii) 126,983 shares of Common Stock issuable upon conversion of 86,150 shares of Series D Preferred
Stock.
CUSIP No. 963025101 |
SCHEDULE 13D |
Page 6 |
1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
|
Joseph Stilwell |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) x |
|
(b) |
3. |
SEC Use Only |
4. |
Source of Funds (See Instructions) n/a |
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
Citizenship or Place of Organization:
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. Sole Voting Power: 0 |
8. Shared Voting Power: 5,513,318* |
9. Sole Dispositive Power: 0 |
10. Shared Dispositive Power: 5,513,318* |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 5,513,318* |
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
Percent of Class Represented by Amount in Row (11): 39.2% |
14. |
Type of Reporting Person (See Instructions)
IN |
*Includes (i) 3,999,980 shares of Common Stock
issuable upon conversion of the Notes described in Item 6; (ii) 205,019 shares of Common Stock issuable upon conversion of 328,033 shares
of Series B Preferred Stock; and (iii) 126,983 shares of Common Stock issuable upon conversion of 86,150 shares of Series D Preferred
Stock.
CUSIP No. 963025101 |
SCHEDULE 13D |
Page 7 |
Item 1. Security and Issuer
This is the twenty-seventh
amendment (this “Twenty-Seventh Amendment”) to the original Schedule 13D, which
was filed on July 3, 2017 (the “Original Schedule 13D”) and amended on August 8, 2017 (the “First Amendment”),
on December 4, 2017 (the “Second Amendment”), on January 17, 2018 (the “Third Amendment”), on June 19, 2018 (the
“Fourth Amendment”), on June 22, 2018 (the “Fifth Amendment”), on June 27, 2018 (the “Sixth Amendment”),
on July 9, 2018 (the “Seventh Amendment”), on July 24, 2018 (the “Eighth Amendment”) on August 16, 2018 (the
“Ninth Amendment”), on September 5, 2018 (the “Tenth Amendment”), on September 18, 2018 (the “Eleventh
Amendment”), on October 29, 2018 (the “Twelfth Amendment”), on April 15, 2019 (the “Thirteenth Amendment”),
on May 7, 2019 (the “Fourteenth Amendment”), on June 7, 2019 (the “Fifteenth Amendment”), on July 8, 2019 (the
“Sixteenth Amendment”), on October 24, 2019 (the “Seventeenth Amendment”), on November 14, 2019 (the “Eighteenth
Amendment”), on November 19, 2019 (the “Nineteenth Amendment”), on January 2, 2020 (the “Twentieth Amendment”)
on June 17, 2020 (the “Twenty-First Amendment”), on August 12, 2020 (the “Twenty-Second Amendment”), on September
22, 2020 (the “Twenty-Third Amendment”), on December 29, 2020 (the “Twenty-Fourth Amendment”),
on May 26, 2021 (the “Twenty-Fifth” Amendment), and on August 24, 2021 (the “Twenty-Sixth
Amendment”). This Twenty-Seventh Amendment is being filed jointly by Stilwell Value
Partners VII, L.P., a Delaware limited partnership (“Stilwell Value Partners VII”); Stilwell Activist Fund, L.P., a Delaware
limited partnership (“Stilwell Activist Fund”); Stilwell Activist Investments, L.P., a Delaware limited partnership (“Stilwell
Activist Investments”); Stilwell Value LLC, a Delaware limited liability company (“Stilwell Value LLC”), and the general
partner of Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell Activist Investments; and Joseph Stilwell, the managing
member and owner of Stilwell Value LLC (collectively, the “Group”).
This statement relates to
the common stock, par value $0.01 per share (“Common Stock”), of Wheeler Real Estate Investment Trust, Inc. (the “Issuer”).
The address of the principal executive offices of the Issuer is 2529 Virginia Beach Boulevard, Suite 200, Virginia Beach, Virginia 23452.
The amended joint filing agreement of the members of the Group is attached as Exhibit 18 to the Eighteenth Amendment.
Item 2. Identity and Background
(a)-(c) This statement is
filed by Joseph Stilwell with respect to the shares of Common Stock beneficially owned by Joseph Stilwell, including shares of Common
Stock held in the names of Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell Activist Investments in Joseph Stilwell’s
capacities as the managing member and owner of Stilwell Value LLC, which is the general partner of Stilwell Value Partners VII, Stilwell
Activist Fund, and Stilwell Activist Investments.
The business address of Stilwell
Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Value LLC, and Joseph Stilwell is 200
Calle del Santo Cristo, Segundo Piso, San Juan, Puerto Rico 00901.
The principal employment of Joseph Stilwell is investment management.
Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell Activist Investments are private investment partnerships engaged in
the purchase and sale of securities for their own accounts. Stilwell Value LLC serves as the general partner of Stilwell Value Partners
VII, Stilwell Activist Fund, Stilwell Activist Investments, and related partnerships.
(d) During the past five years,
no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years,
no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a
result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
(f) Joseph Stilwell is a
citizen of the United States.
CUSIP No. 963025101 |
SCHEDULE 13D |
Page 8 |
Item 3. Source and Amount of Funds or Other
Consideration
Since we last reported purchases
and sales of Common Stock (see the Twenty-Sixth Amendment), Stilwell Value Partners VII has expended a total of $253,375.35 to acquire
68,341 shares of convertible preferred stock of the Issuer. Such shares were acquired in lieu of payment of interest under the Notes described
in Item 6.
Since we last reported purchases
and sales of Common Stock (see the Twenty-Sixth Amendment), Stilwell Activist Fund has expended a total of $161,228.60 to acquire 43,487
shares of convertible preferred stock of the Issuer. Such shares were acquired in lieu of payment of interest under the Notes described
in Item 6.
Since we last reported purchases
and sales of Common Stock (see the Twenty-Sixth Amendment), Stilwell Activist Investments has expended a total of $1,121,016.26 to acquire
302,355 shares of convertible preferred stock of the Issuer. Such shares were acquired in lieu of payment of interest under the Notes
described in Item 6.
Item 4. Purpose of Transaction
We are filing this Twenty-Seventh
Amendment to report that members of the Group have acquired shares of Series B Preferred Stock and Series D Preferred Stock in lieu of
payment of interest payable on the Notes. The Series B Preferred Stock, Series D Preferred Stock and Notes are defined and further discussed
in Item 6 of this Twenty-Seventh Amendment.
Our purpose in acquiring the
Common Stock of the Issuer is to profit from the appreciation in the Issuer’s securities and 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.
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. After we asserted shareholder rights, the
following issuers were sold or merged:
Security of Pennsylvania
Financial Corp. (“SPN”) - We filed our original Schedule 13D to report our position on May 1, 2000. We scheduled a meeting
with senior management to discuss ways to maximize the value of SPN’s assets. On June 2, 2000, prior to the scheduled meeting, SPN
and Northeast Pennsylvania Financial Corp. announced SPN’s acquisition.
Cameron Financial Corporation
(“Cameron”) - We filed our original Schedule 13D to report our position on July 7, 2000. We exercised our shareholder
rights by, among other things, requesting that Cameron management hire an investment banker, demanding Cameron’s list of shareholders,
meeting with Cameron’s management, demanding that Cameron invite our representatives to join the board, writing to other shareholders
to express our dismay with management’s inability to maximize shareholder value and publishing that letter in the local press. On
October 6, 2000, Cameron announced its sale to Dickinson Financial Corp.
CUSIP No. 963025101 |
SCHEDULE 13D |
Page 9 |
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.
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.
CUSIP No. 963025101 |
SCHEDULE 13D |
Page 10 |
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.
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. On January 16, 2018, FFNM’s sale to Mackinac
Financial Corporation was announced. FFNM deregistered its shares of common stock effective in 2016.
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.
CUSIP No. 963025101 |
SCHEDULE 13D |
Page 11 |
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.
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. After we seated directors on the boards
of the following issuers, the issuers were sold or merged:
Oregon Trail Financial
Corp. (“OTFC”) - We filed our original Schedule 13D reporting our position on December 15, 2000. In January 2001, we met
with the management of OTFC to discuss our concerns that management was not maximizing shareholder value, and we proposed that OTFC voluntarily
place our representative on the board. OTFC rejected our proposal, and we announced our intention to solicit proxies to elect a board
nominee. We demanded OTFC’s shareholder list, but OTFC refused to give it to us. We sued OTFC in Baker County, Oregon, and the court
ruled in our favor and sanctioned OTFC. We also sued two OTFC directors alleging that one had violated OTFC’s residency requirement
and that the other had committed perjury. Both suits were dismissed pre-trial but we filed an appeal in one suit and were permitted to
re-file the other suit in state court. On August 16, 2001, we started soliciting proxies to elect Kevin D. Padrick, Esq. to the board.
We argued in our proxy materials that OTFC should have repurchased its shares at prices below book value. OTFC announced the hiring of
an investment banker. Then, the day after the 9/11 attacks, OTFC sued us in Portland, Oregon and moved to invalidate our proxies; the
court denied the motion and the election proceeded.
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.
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SCHEDULE 13D |
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SCPIE Holdings Inc. (“SKP”)
- We filed our original Schedule 13D reporting our position on January 19, 2006. We announced we would run our slate of directors at the
2006 annual meeting and demanded SKP’s shareholder list. SKP initially refused to timely produce the list, but did so after we sued
it in Delaware Chancery Court. We engaged in a proxy contest at the 2006 annual meeting, but SKP’s directors were elected. Subsequently
on December 14, 2006, SKP agreed to place Joseph Stilwell on its board. On October 16, 2007, Mr. Stilwell resigned from SKP’s board
after it approved a sale of SKP that Mr. Stilwell believed was an inferior offer. We solicited shareholder proxies in opposition to the
proposed sale; however, the sale was approved, and our shares were converted in a cash deal.
American Physicians Capital,
Inc. (“ACAP”) - We filed our original Schedule 13D reporting our position on November 25, 2002. The Schedule 13D disclosed
that on January 18, 2002, Michigan’s Insurance Department had approved our request to solicit proxies to elect two directors to
ACAP’s board. On January 29, 2002, we noticed our intention to nominate two directors at the 2002 annual meeting. On February 20,
2002, we entered into a three-year standstill agreement with ACAP, providing for ACAP to add our nominee to its board. ACAP also agreed
to consider using a portion of its excess capital to repurchase ACAP’s shares in each of the fiscal years 2002 and 2003 so that
its outstanding share count would decrease by 15% for each of those years. In its 2002 fiscal year, ACAP repurchased 15% of its outstanding
shares; these repurchases were highly accretive to per share book value. On November 6, 2003, ACAP announced a reserve charge and that
it would explore options to maximize shareholder value. It also announced that it would exit the healthcare and workers’ compensation
insurance businesses. ACAP then announced that it had retained Sandler O’Neill & Partners, L.P., to assist the board. On December
2, 2003, ACAP announced the early retirement of its president and CEO. On December 23, 2003, ACAP named R. Kevin Clinton its new president
and CEO.
On June 24, 2004, ACAP announced
that it had decided that the best means to maximize shareholder value would be to shed non-core businesses and focus on its core business
line in its core markets. We increased our holdings in ACAP, and we announced that we intended to seek additional board representation.
On November 10, 2004, ACAP invited Joseph Stilwell to sit on the board, and we entered into a new standstill agreement. This agreement
was terminated in November 2007, with our representatives remaining on ACAP’s board. On May 8, 2008, our representatives were re-elected
to three-year terms expiring in 2011. Upon the passage of federal healthcare legislation in 2010, ACAP became concerned about the fundamentals
of its business and promptly acted to assess its strategic alternatives. On October 22, 2010, ACAP was acquired by The Doctors Company,
and our shares were converted in a cash deal.
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.
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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.
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.
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III. After we asserted shareholder rights,
we believe the following issuers took steps to maximize shareholder value, and we subsequently exited our activist positions:
FPIC Insurance Group,
Inc. (“FPIC”) - We filed our original Schedule 13D reporting our position on June 30, 2003. On August 12, 2003,
Florida’s Insurance Department approved our request to hold more than 5% of FPIC’s shares, to solicit proxies to hold
board seats, and to exercise shareholder rights. On November 10, 2003, FPIC invited our nominee, John G. Rich, Esq., to join the
board, and we signed a confidentiality agreement. On June 7, 2004, we disclosed that because FPIC had taken steps to increase
shareholder value, such as multiple share repurchases, and because its market price increased to reflect 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 to reflect 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.
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.
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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 to reflect 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 to reflect fair value; on March 19, 2013, we disclosed that we sold our shares
in the open market, decreasing our holdings below 5%.
Alliance Bancorp,
Inc. of Pennsylvania (“ALLB”) - We filed our original Schedule 13D reporting our position on March 12, 2009. When we
announced our reporting position, a majority of ALLB’s shares were held by a mutual holding company controlled by ALLB’s
board. However, on August 11, 2010, ALLB announced its intention to undertake a second step offering, selling all shares to the
public. The plan of conversion and reorganization was approved by depositors at a special meeting held December 29, 2010. We
strongly supported ALLB’s action. Following completion of the conversion of Alliance Bank from the mutual holding company
structure to the stock holding company structure, we increased our stake with the belief that shareholders and ALLB would do well if
management focused on profitability. We believe management and the board acted in good faith and took steps to increase shareholder
value, such as multiple share repurchases. In our estimation, ALLB’s market price increased to reflect 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.
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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.
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%.
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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 to reflect 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%.
NorthEast Community
Bancorp, Inc. (“NECB”) - We filed our original Schedule 13D reporting our position on November 5, 2007. A
majority of NECB’s shares were 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 the board and management never received such a plan while they remained an MHC.
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 urging NECB
to become fully public, the company announced on November 4, 2020 that it would undertake a second-step conversion. We supported NECB’s
decision to do so, and on July 12, 2021, the company completed its second-step conversion. We sold shares in the open market decreasing
our holdings below 5%.
NECB shares of common stock
were deregistered from 2016 to 2021.
Parkway Acquisition Corp.
(“PKKW”) - We filed our original Schedule 13D reporting our position on May 27, 2020. On November 24, 2021,
we disclosed that we sold our shares in the open market.
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.
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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.
In our estimation, WAYN’s
market price increased to reflect fair value; on May 23, 2022, we sold shares to WAYN, decreasing our holdings below 5%.
WAYN deregistered its shares
of common stock effective in 2018.
IV. We exited the following activist position
without maximizing shareholder value:
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 made activism in a business development company problematic for the next
couple of years.
V. After successfully seeking board representation,
we seated directors who currently serve on the board of the following issuer:
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.
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.
VI. We hope to work with management and the
boards of the following issuers:
Sound Financial, Inc.
(“SFBC”) - We filed our original Schedule 13D reporting our position on November 21, 2011. We urged management and the
board to pursue a second step conversion. On August 22, 2012, Sound Financial Bancorp, Inc. (“SFBC”) announced completion
of its second step conversion and our shares of SNFL were converted into shares of SFBC. We support maximizing shareholder value at SFBC.
Seneca-Cayuga
Bancorp, Inc. (“SCAY”) / Generations Bancorp NY, Inc. (GBNY) - We filed our original Schedule 13D reporting
our position in SCAY 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.
On January 12, 2021, SCAY completed its second-step conversion and ceased to exist. The new stock holding company, Generations
Bancorp NY, Inc. (GBNY), began trading on January 13, 2021. We believe GBNY should begin repurchasing shares as soon as regulations
permit it to do so.
CUSIP No. 963025101 |
SCHEDULE 13D |
Page 19 |
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.
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.
VII. We intend to gain board representation
and work to maximize shareholder value at the following issuers:
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, in the absence of material share repurchases, we nominated
Corissa B. Porcelli (and Kerry G. Campbell as the alternate nominee) for election as a director at BRBW’s 2021 annual meeting.
She was not elected. BRBW deregistered its shares of common stock effective in 2007.
Peoples Financial Corporation
(“PFBX”) - We filed our original Schedule 13D reporting our position on November 23,
2020. Our nominees for election as directors at PFBX’s
2021 and 2022 annual meetings were not elected. Subsequent
to the 2022 annual meeting, the Board of Governors of the Federal Reserve notified us that it would
not object to our proposal to buy additional shares of PFBX up to 14.9%. On May 31, 2022, pursuant to Mississippi law, we asked to examine
PFBX’s books and records related to, among other things, reported losses and the employee(s) responsible for the losses associated
with PFBX’s securities portfolio. We believe PFBX should explore all possibilities to maximize shareholder value.
Item 5. Interest in Securities of the Issuer
The members of the Group beneficially
own an aggregate of 5,513,318 shares of Common Stock, including 3,999,980 shares of Common Stock issuable upon conversion of the Notes
described in Item 6. The percentages reported herein for the Group are calculated based on the number of outstanding shares of Common
Stock, 9,723,093, reported as the number of outstanding shares as of May 9, 2022, in the Issuer’s Form 10-Q filed with the Securities
and Exchange Commission on May 11, 2022, plus 3,999,980 shares of Common Stock issuable upon conversion of the Notes, 205,019 shares of
Common Stock issuable upon conversion of the Series B Preferred Stock and 126,983 shares of Common Stock issuable upon conversion of the
Series D Preferred Stock.
| (A) | Stilwell Value Partners VII |
|
(a) |
Aggregate number of shares beneficially owned: 5,513,318 |
|
|
Percentage: 39.2% |
|
(b) |
1. Sole power to vote or to direct vote: 0 |
|
|
2. Shared power to vote or to direct vote: 5,513,318 |
|
|
3. Sole power to dispose or to direct the disposition: 0 |
|
|
4. Shared power to dispose or to direct disposition: 5,513,318 |
CUSIP No. 963025101 |
SCHEDULE 13D |
Page 20 |
|
(c) |
Within the past 60 days, Stilwell Value Partners VII exercised its Rights and purchased certain amount of Notes as set forth in Schedule A attached hereto and incorporated herein by reference. |
|
|
|
|
(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: 5,513,318 |
|
|
|
|
|
Percentage: 39.2% |
|
(b) |
1. Sole power to vote or to direct vote: 0 |
|
|
2. Shared power to vote or to direct vote: 5,513,318 |
|
|
3. Sole power to dispose or to direct the disposition: 0 |
|
|
4. Shared power to dispose or to direct disposition: 5,513,318 |
|
(c) |
Within the past 60 days, Stilwell Activist Fund exercised its Rights and purchased certain amount of Notes as set forth in Schedule A attached hereto and incorporated herein by reference. |
|
|
|
|
(d) |
Because he is the managing member and owner of Stilwell Value LLC, which is the general partner of Stilwell Activist Fund, Joseph Stilwell has the power to direct the affairs of Stilwell Activist Fund, including the voting and disposition of shares of Common Stock held in the name of Stilwell Activist Fund. Therefore, Joseph Stilwell is deemed to share voting and disposition power with Stilwell Activist Fund with regard to those shares of Common Stock. |
| (C) | Stilwell Activist Investments |
|
(a) |
Aggregate number of shares beneficially owned: 5,513,318 |
|
|
|
|
|
Percentage: 39.2% |
|
(b) |
1. Sole power to vote or to direct vote: 0 |
|
|
2. Shared power to vote or to direct vote: 5,513,318 |
|
|
3. Sole power to dispose or to direct the disposition: 0 |
|
|
4. Shared power to dispose or to direct disposition: 5,513,318 |
|
(c) |
Within the past 60 days, Stilwell Activist Investments exercised its Rights and purchased certain amount of Notes as set forth in Schedule A attached hereto and incorporated herein by reference. |
|
|
|
|
(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. |
CUSIP No. 963025101 |
SCHEDULE 13D |
Page 21 |
|
(a) |
Aggregate number of shares beneficially owned: 5,513,318 |
|
|
Percentage: 39.2% |
|
(b) |
1. Sole power to vote or to direct vote: 0 |
|
|
2. Shared power to vote or to direct vote: 5,513,318 |
|
|
3. Sole power to dispose or to direct the disposition: 0 |
|
|
4. Shared power to dispose or to direct disposition: 5,513,318 |
|
(c) |
Stilwell Value LLC has made no purchases, sales or transfers of the Issuer’s securities. |
|
(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. |
|
(a) |
Aggregate number of shares beneficially owned: 5,513,318 |
|
|
|
|
|
Percentage: 39.2% |
|
(b) |
1. Sole power to vote or to direct vote: 0 |
|
|
2. Shared power to vote or to direct vote: 5,513,318 |
|
|
3. Sole power to dispose or to direct the disposition: 0 |
|
|
4. Shared power to dispose or to direct disposition: 5,513,318 |
|
(c) |
Joseph Stilwell has made no purchases, sales or transfers of shares of the Issuer’s securities. |
Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to Securities of the Issuer
On April 10, 2019, Stilwell
Activist Investments, Stilwell Activist Fund, Stilwell Value Partners VII and Stilwell Value LLC (collectively, the “Stilwell Entities”)
entered into Nominee Agreements with Joseph Stilwell, Paula J. Poskon and Kerry G. Campbell and a Consent of Proposed Nominee with Mr.
Stilwell. A copy of the Consent of Proposed Nominee was filed as Exhibit 12 to the Thirteenth Amendment. Copies of the Nominee Agreements
were filed as Exhibits 14 and 16 to the Thirteenth Amendment. On October 23, 2019, each of the nominees executed updated written consents
pursuant to the Nominee Agreements originally entered into on April 10, 2019 between the nominees and the Stilwell Entities. Joseph Stilwell
delivered an updated Consent of Proposed Nominee on the same date. At the Issuer’s shareholders meeting on December 19, 2019, each
of the three nominees of the Stilwell Entities was successfully elected to the Issuer’s board of directors. On July 15, 2021, at
the Issuer’s annual meeting of shareholders, E. J. Borrack, General Counsel of The Stilwell Group, was elected to the board of
directors of the Issuer.
CUSIP No. 963025101 |
SCHEDULE 13D |
Page 22 |
Stilwell Activist Investments
entered into a certain cash-settled total return swap agreement, effective as of January 22, 2019 (the “Swap Agreement”),
pursuant to which it purchased certain cash-settled swaps (the “Swaps”) constituting economic exposure to notional shares
of the Issuer’s Series B Convertible Preferred Stock (the “Series B Preferred Stock) and Series D Cumulative Convertible
Preferred Stock (the “Series D Preferred Stock”) with maturity dates of March 1, 2022. Stilwell Activist Fund entered into
a certain cash-settled total return swap agreement, effective as of May 20, 2019 (the “Additional Swap Agreement”), pursuant
to which it purchased Swaps constituting economic exposure to notional shares of the Series B and Series D Preferred Stock with maturity
dates of March 1, 2022. Additionally, Stilwell Value Partners VII entered into a certain cash-settled total return swap agreement, effective
as of May 20, 2019 (the “Second Additional Swap Agreement,” together with the Swap Agreement and the Additional Swap Agreement,
the “Stilwell Swap Agreements”), pursuant to which it purchased Swaps constituting economic exposure to notional shares of
the Series B and Series D Preferred Stock with maturity dates of March 1, 2022. The Stilwell Swap Agreements provided Stilwell Activist
Investments, Stilwell Activist Fund, and Stilwell Value Partners VII with economic results that were comparable to the economic results
of ownership but did not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares
of the Series B and Series D Preferred Stock that were the subject of the Swaps. Pursuant to the Stilwell Swap Agreements, Stilwell Activist
Investments, Stilwell Activist Fund, and Stilwell Value Partners VII had an aggregate economic exposure of 453,281 shares of the Series
D Preferred Stock (representing approximately 12.59% of the outstanding shares of Series D Preferred Stock on the same basis) and 79,642
shares of the Series B Preferred Stock (representing approximately 4.25% of the outstanding Series B Preferred Stock on the same basis).
As of May 20, 2021, Stilwell Activist Investments, Stilwell Activist Fund, and Stilwell Value Partners VII settled all of their respective
Swaps under the Stilwell Swap Agreements and no longer owned any economic exposure of the Series D Preferred Stock and Series B Preferred
Stock.
On
July 22, 2021, the Issuer distributed to its shareholders (the “Rights Offering”) non-transferable subscription rights
(the "Rights") to purchase up to $30 million in aggregate principal amount of 7% Senior Subordinated Convertible Note due
in 2031 (“Notes”). Pursuant to the Rights Offering, each holder of the Issuer's common stock as of the record date
received one Right for each eight shares of the Issuer's Common Stock owned, with each Right entitling such holder to purchase
$25.00 principal amount of the Notes (the "basic subscription privilege") and, if such holder exercised the basic
subscription privilege, an over-subscription privilege which allowed such holder to subscribe for an additional principal amount of
the Notes issuable pursuant to Rights that were not exercised by other stockholders. Pursuant to the terms of the Rights Offering, a
holder of the Notes may not exercise the conversion feature of the Notes to the extent that such holder would be treated as
violating the restrictions on ownership (i.e., intended to assist the Issuer in continuing to qualify as a REIT) as a result
of such exercise. On August 19, 2021, each of Stilwell Value Partners VII, Stilwell Activist Investments and Stilwell
Activist Fund exercised their Rights and acquired Notes in the principal amount of $4,125,000, $18,249,925 and $2,624,950,
respectively. The Notes are convertible, in whole or in part, at any time, at the option of
the holders thereof, into shares of the Issuer's Common Stock at a conversion price of $6.25 per share (4 common shares for each
$25.00 of principal amount of the Notes being converted); provided, however, that if at any time after September 21, 2023, holders
of the Issuer's Series D Preferred Stock have elected to cause the Issuer to redeem (payable in cash or stock) at least 100,000
shares of Series D Preferred Stock in the aggregate, then the conversion price shall be adjusted to the lower of (i) a 45% discount
to the conversion price or (ii) a 45% discount to the lowest price at which any holder of Series D Preferred Stock had its Series D
Preferred Stock redeemed into shares of the Issuer's Common Stock. Initially, the Notes held by members of the Group are convertible
into 3,999,980 shares of Common Stock. A form of the Notes was filed with the
Twenty-Sixth Amendment as Exhibit 20. A form of the indenture related to the Notes was filed with the Issuer’s Registration
Statement on Form S-11 as Exhibit 4.5 on July 8, 2021.
Other than the Notes, Consent
of Proposed Nominee, the Nominee Agreements, the Swap Agreement, the Additional Swap Agreement, and the Second Additional Swap Agreement
all as described above, and the Amended Joint Filing Agreement filed as Exhibit 18 to the Eighteenth Amendment, there are no contracts,
arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect
to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finders’ fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding
of proxies, except for sharing of profits. Stilwell Value LLC, in its capacity as general partner of Stilwell Value Partners VII, Stilwell
Activist Fund, Stilwell Activist Investments, and 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. 963025101 |
SCHEDULE 13D |
Page 23 |
Item 7. Material to be Filed as Exhibits
Exhibit No. |
|
Description |
1 |
|
Joint Filing Agreement, dated July 3, 2017, filed with the Original Schedule 13D |
2 |
|
Consent of Proposed Nominee, dated November 30, 2017, with Nominee Joseph D. Stilwell, filed with the Second Amendment |
3 |
|
Nominee Agreement, dated November 30, 2017, with Nominee Paula J. Poskon, filed with the Second Amendment |
4 |
|
Nominee Agreement, dated November 30, 2017, with Nominee Corissa B. Porcelli (formerly Corissa J. Briglia), filed with the Second Amendment |
5 |
|
Letter to the Shareholders of the Issuer, dated June 22, 2018, filed with the Fifth Amendment |
6 |
|
Letter to the Shareholders of the Issuer, dated July 9, 2018, filed with the Seventh Amendment |
7 |
|
Letter to the Shareholders of the Issuer, dated July 24, 2018, filed with the Eighth Amendment |
8 |
|
Letter to the Shareholders of the Issuer, dated August 16, 2018, filed with the Ninth Amendment |
9 |
|
Letter to the Shareholders of the Issuer, dated September 5, 2018, filed with the Tenth Amendment |
10 |
|
Letter to the Shareholders of the Issuer, dated September 18, 2018, filed with the Eleventh Amendment |
11 |
|
Photograph of sign, dated October 29, 2018, filed with the Twelfth Amendment |
12 |
|
Consent of Proposed Nominee, dated April 10, 2019, with Nominee Joseph D. Stilwell, filed with the Thirteenth Amendment |
13 |
|
Nominee Agreement, dated April 10, 2019, with Nominee Kerry G. Campbell, filed with the Thirteenth Amendment |
14 |
|
Nominee Agreement, dated April 10, 2019, with Nominee Paula J. Poskon, filed with the Thirteenth Amendment |
15 |
|
Amended Joint Filing Agreement, dated May 2, 2019, filed with the Fourteenth Amendment |
16 |
|
Letter to the Shareholders of the Issuer, dated July 8, 2019, filed with the Sixteenth Amendment |
17 |
|
Letter to the Shareholders of the Issuer, dated November 14, 2019, filed with the Eighteenth Amendment |
18 |
|
Amended Joint Filing Agreement, dated November 14, 2019, filed with the Eighteenth Amendment |
19 |
|
Letter to the Shareholders of the Issuer, dated November 19, 2019, filed with the Nineteenth Amendment |
20 |
|
Form of the 7% Senior Subordinated Convertible Note,
filed with the Twenty-Sixth Amendment |
CUSIP No. 963025101 |
SCHEDULE 13D |
Page 24 |
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: July 6, 2022
|
STILWELL VALUE PARTNERS VII, L.P. |
|
|
|
By: |
STILWELL VALUE LLC |
|
|
General Partner |
|
|
|
|
/s/ Megan Parisi |
|
|
By: |
Megan Parisi |
|
|
|
Member |
|
|
|
|
|
STILWELL ACTIVIST FUND, L.P. |
|
|
|
By: |
STILWELL VALUE LLC |
|
|
General Partner |
|
|
|
|
/s/ Megan Parisi |
|
|
By: |
Megan Parisi |
|
|
|
Member |
|
|
|
|
|
STILWELL ACTIVIST INVESTMENTS, L.P. |
|
|
|
By: |
STILWELL VALUE LLC |
|
|
General Partner |
|
|
|
|
|
|
/s/ Megan Parisi |
|
|
By: |
Megan Parisi |
|
|
|
Member |
|
|
|
|
|
STILWELL VALUE LLC |
|
|
|
|
/s/ Megan Parisi |
|
By: |
Megan Parisi |
|
|
Member |
|
|
|
JOSEPH STILWELL |
|
/s/ Joseph Stilwell* |
|
Joseph Stilwell |
*/s/ Megan Parisi |
|
Megan Parisi |
|
Attorney-In-Fact |
|
SCHEDULE A
Transactions by Stilwell Value Partners VII
Nature of Transaction | |
Date | |
Number/Amount of Securities | | |
Conversion or Exercise Price of Derivative Security | | |
Total Purchase or Sale Price | |
Acquisition of Series B Preferred Stock | |
06/30/22 | |
| 54,126 | | |
| 2.67 | | |
| 90,232.28 | |
Transactions by Stilwell Activist Fund
Nature of Transaction | |
Date | |
Number/Amount of Securities | | |
Conversion or Exercise Price of Derivative Security | | |
Total Purchase or Sale Price | |
Acquisition of Series B Preferred Stock | |
06/30/22 | |
| 34,442 | | |
| 2.67 | | |
| 57,418.79 | |
Transactions by Stilwell Activist Investments
Nature of Transaction | |
Date | |
Number/Amount of Securities | | |
Conversion or Exercise Price of Derivative Security | | |
Total Purchase or Sale Price | |
Acquisition of Series B Preferred Stock | |
06/30/22 | |
| 239,465 | | |
| 2.67 | | |
| 399,214.10 | |