Page 8 of 23 – SEC Filing
| CUSIP No. 743868101 | SCHEDULE 13D | Page 8 of 23 |
(d) During the past
five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past
five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such
laws, except as indicated in Schedule A attached hereto.
(f) Joseph Stilwell
is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
All purchases of shares
of Common Stock made by the Group using funds borrowed from Fidelity Brokerage Services LLC or Morgan Stanley, if any, were made
in margin transactions on their usual terms and conditions. All or part of the shares of Common Stock owned by members of the Group
may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such
entities to members of the Group. Such loans generally bear interest at a rate based on the broker’s call rate from time
to time in effect. Such indebtedness, if any, may be refinanced with other banks or broker-dealers.
Item 4. Purpose of Transaction
We are filing this
Seventh Amendment to report a decrease in the Group’s percentage ownership of the Issuer’s Common Stock.
Our purpose in acquiring
shares of Common Stock of the Issuer was to profit from the appreciation in the market price of the shares of Common Stock through
asserting shareholder rights.
Since 2000, affiliates
of the Group have filed Schedule 13Ds to report greater than 5% positions in 61 other publicly traded companies. For simplicity,
these affiliates are referred to as the “Group”, “we”, “us”, or “our.” In each
instance, our purpose has been to profit from the appreciation in the market price of the shares we held by asserting shareholder
rights. In each situation, we believed that the values of the companies’ assets were not adequately reflected in the market
prices of their shares. Our actions are described below. We have categorized the descriptions of our actions with regard to the
issuers based upon certain outcomes (whether or not, directly or indirectly, such outcomes resulted from the actions of the Group).
Within each category the descriptions are listed in chronological order based upon the respective filing dates of the originally-filed
Schedule 13Ds.
I. After we asserted
shareholder rights, the following issuers were sold or merged:
Security
of Pennsylvania Financial Corp. (“SPN”) – We filed our original Schedule 13D to report our position on May 1, 2000.
We scheduled a meeting with senior management to discuss ways to maximize the value of SPN’s assets. On June 2, 2000, prior
to the scheduled meeting, SPN and Northeast Pennsylvania Financial Corp. announced SPN’s acquisition.
Cameron Financial
Corporation (“Cameron”) – We filed our original Schedule 13D to report our position on July 7, 2000. We exercised
our shareholder rights by, among other things, requesting that Cameron management hire an investment banker, demanding Cameron’s
list of shareholders, meeting with Cameron’s management, demanding that Cameron invite our representatives to join the board,
writing to other shareholders to express our dismay with management’s inability to maximize shareholder value and publishing
that letter in the local press. On October 6, 2000, Cameron announced its sale to Dickinson Financial Corp.
Community Financial
Corp. (“CFIC”) – We filed our original Schedule 13D to report our position on January 4, 2001, following CFIC’s
announcement of the sale of two of its four subsidiary banks and its intention to sell one or more of its remaining subsidiaries.
We reported that we acquired CFIC stock for investment purposes. On January 25, 2001, CFIC announced the sale of one of its remaining
subsidiaries. We then announced our intention to run an alternate slate of directors at the 2001 annual meeting if CFIC did not
sell the remaining subsidiary by then. On March 23, 2001, we wrote to CFIC confirming that CFIC’s management had agreed to
meet with one of our proposed nominees to the board. On March 30, 2001, before our meeting took place, CFIC announced its merger
with First Financial Corporation.
