Page 12 of 23 – SEC Filing
| CUSIP No. 743868101 | SCHEDULE 13D | Page 12 of 23 |
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 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.
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 and reflected 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.
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.
