Page 10 of 23 – SEC Filing
| CUSIP No. 743868101 | SCHEDULE 13D | Page 10 of 23 |
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 is implementing 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.
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 has acted in good faith to maximize shareholder value through ANCB’s announced
sale to Washington Federal, Inc. on April 11, 2017.
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.
II. After we seated
directors on the boards of the following issuers, the issuers were sold or merged:
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.
