Page 13 of 23 – SEC Filing
| CUSIP No. 743868101 | SCHEDULE 13D | Page 13 of 23 |
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.
Roma Financial Corp.
(“ROMA”) – We filed our original Schedule 13D reporting our position on July 23, 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 and reflected 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%.
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 and reflected fair value; on November
21, 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 and reflected fair value; on March 19, 2013, we disclosed that we sold our 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, the HFBL’s market price increased and reflected fair value; on February 7, 2013, we disclosed that we
sold shares in the open market, decreasing our holdings below 5%.
