Page 17 of 23 – SEC Filing
| CUSIP No. 743868101 | SCHEDULE 13D | Page 17 of 23 |
Wheeler Real Estate Investment Trust,
Inc. (“WHLR”) – We filed our original Schedule 13D reporting our position on July 3, 2017. We intend to seek board
representation.
VI. We believe the
following issuers should be sold:
Wayne Savings Bancshares,
Inc. (“WAYN”) – We filed our original Schedule 13D reporting our position on October 8, 2010. We supported
H. Stewart Fitz Gibbon III’s appointment as president and CEO effective November 3, 2014 and as a director on the executive
committee of WAYN’s board. We believed management and the board were acting in good faith to position WAYN to maximize shareholder
value until the board cancelled a meeting between us and Mr. Fitz Gibbon and later announced Mr. Fitz Gibbon’s unexplained
resignation on December 20, 2016. On January 9, 2017, we announced our nominee and alternate nominee for WAYN’s 2017 election
of directors and publicly called for WAYN’s sale. Although our nominee was not elected, we intend to seek board representation
at WAYN’s 2018 annual meeting if the company has not been sold.
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.
VII. The following
issuer is the focus of a litigation, and we believe this issuer should be sold:
HopFed Bancorp,
Inc. (“HFBC”) – We filed our original Schedule 13D reporting our position on February 25, 2013. We opposed HFBC’s
purchase of Sumner Bank & Trust and engaged in a proxy contest seeking election of our nominee as a director at HFBC’s
2013 annual meeting. On May 15, 2013, our nominee was elected by a two-to-one margin, and on August 23, 2013, HFBC’s acquisition
of Sumner Bank & Trust was terminated. Our nominee did not seek re-election for a second term at HFBC’s 2016 annual meeting.
On May 1, 2017, we
sent a letter to stockholders (and filed as Exhibit 13 to the Twelfth Amendment to the HFBC Schedule 13D) detailing the personal
property holdings of HFBC’s CEO, John Peck, as well as numerous other conflicts of interest uncovered in our review of publicly
available documents. In response to our letter, HFBC announced the formation of a “Special Litigation Committee.” Shortly
thereafter, on May 4, 2017, we filed a complaint in the Delaware Court of Chancery against HFBC, the current members of the board
of directors and one former board member, asking the Court to declare that HFBC’s prejudicial bylaw is invalid and that the
directors breached their fiduciary duties. The litigation will proceed to trial on an expedited schedule.
VIII. We believe
the following issuer should complete a second-step conversion or be sold:
NorthEast
Community Bancorp, Inc. (“NECB”) – We filed our original Schedule 13D reporting our position on November 5, 2007.
A majority of NECB’s shares are 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 to this day, the board and management have not received such a plan. 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.
