Page 11 of 23 – SEC Filing
| CUSIP No. 743868101 | SCHEDULE 13D | Page 11 of 23 |
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 24, 2003, OTFC and FirstBank
NW Corp. announced their merger.
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.
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.
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 nominee,
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.
