Filing Details

 

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

 

(Name of Issuer)

 

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

*                          The percentage calculations herein are based upon an aggregate of 4,315,518 shares of common stock, par value $1.00 per share, of DNB Financial Corporation outstanding as of November 5, 2018, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 5, 2018.

2

 

 

*                          Solely in its capacity as general partner of CT Opportunity Partners I LP.  CT Opportunity Management LLC disclaims beneficial ownership except to the extent of its pecuniary interest therein.

**                   The percentage calculations herein are based upon an aggregate of 4,315,518 shares of common stock, par value $1.00 per share, of DNB Financial Corporation outstanding as of November 5, 2018, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 5, 2018.

3

 

 

*                          The percentage calculations herein are based upon an aggregate of 4,315,518 shares of common stock, par value $1.00 per share, of DNB Financial Corporation outstanding as of November 5, 2018, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 5, 2018.

4

 

 

 

*                          Mr. Cooper may be deemed to beneficially own and have shared voting and dispositive power over 256,644 shares as one of the two controlling persons of CT Opportunity Management LLC.  Mr. Cooper may be deemed to beneficially own and have sole voting and dispositive power over 23,000 shares as the controlling person of Driver.  Mr. Cooper disclaims beneficial ownership of any shares held by any of the Reporting Person except to the extent of his pecuniary interest therein.

 

**                   The percentage calculations herein are based upon an aggregate of 4,315,518 shares of common stock, par value $1.00 per share, of DNB Financial Corporation outstanding as of November 5, 2018, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 5, 2018.

 

 

5

 

 

*                          Mr. Thompson may be deemed to beneficially own these shares as one of the two controlling persons of CT Opportunity Management LLC.  Mr. Thompson disclaims beneficial ownership of any shares held by any of the Reporting Person except to the extent of his pecuniary interest therein.

 

**                   The percentage calculations herein are based upon an aggregate of 4,315,518 shares of common stock, par value $1.00 per share, of DNB Financial Corporation outstanding as of November 5, 2018, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on November 5, 2018.

 

6

 

This amendment No. 1 to Schedule 13D (this Amendment No. 9) relates to the Schedule 13D filed on January 17, 2019 (as amended and supplemented through the date of this Amendment No. 1, the Schedule 13D) by (a) CT Opportunity Partners I LP, a Delaware limited partnership, (b) CT Opportunity Management LLC, a Delaware limited liability company, (c) Driver Management Company LLC, a Delaware limited liability company, (d) J. Abbott R. Cooper, citizen of the United States of America, and (e) John B. Thompson II, a citizen of the United States of America, relating to the common stock, par value $1.00 per share (the Common Stock), of DNB Financial Corporation, a Delaware corporation (DNB or the Issuer).

 

Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D.

 

Except as specifically amended by this Amendment No. 1, the Schedule 13D is unchanged.

 

Item 4.                                  Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

 

On January 22, 2019, the Reporting Persons sent a letter (the January 22 Letter) to the Issuers Board of Directors (the Board) requesting that the Board form a committee of independent directors to (a) immediately engage a qualified financial advisor and, with the advice of such advisor, solicit acquisition proposals for the Issuer and (b) investigate the payment made to the Issuers former Chief Banking Officer, Mr. Vince Liuzzi, pursuant to Mr. Luizzis severance agreement with the Issuer, as well as the Issuers disclosures to investors regarding the payment.  The January 22 Letter also invited the Board to contact the Reporting Persons to discuss these matters.  The January 22 Letter is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

On January 29, 2019, the Reporting Persons sent a second letter (the January 29 Letter) to the Board expressing disappointment with the Boards failure to engage with the Reporting Persons as well as the Boards decision not to hold an earnings call to discuss the Issuers full-year results or provide an alternative forum for the Reporting Persons and other shareholders to ask questions of the Issuer.  The Reporting Persons attached to the January 29 Letter a series of questions about the Issuers performance, strategy and governance. The January 29 Letter is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

 

The Issuer has acknowledged receipt of the January 22 Letter and the January 29 Letter.  The Issuer also indicated, in an e-mail message dated January 29, that James Thornton, Chairman of the Board, would respond to the Reporting Persons letters.

 

On January 30, 2019, the Reporting Persons sent a third letter (the January 30 Letter) to Mr. Thornton indicating that they eagerly await his response and requesting him to take any necessary steps to dispel any misconceptions that might exist regarding the Issuers receptivity to in-bound expressions of interest regarding potential business combination transactions with other financial institutions.  The January 30 Letter is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

 

The Reporting Persons continue to await Mr. Thorntons response.

 

Item 7.                                   Exhibits

 

Exhibit		Description
Exhibit 99.1		Joint Filing Agreement by and among the Reporting Persons, dated January 18, 2019
Exhibit 99.2		January 22 Letter
Exhibit 99.3		January 29 Letter
Exhibit 99.4		January 30 Letter

 

7

 

SIGNATURE

 

After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 1, 2019

 

	CT Opportunity Partners I LP
	By:	CT Opportunity Management LLC, its general partner
	By:	/s/ J. Abbott R. Cooper
		Name: J. Abbott R. Cooper
		Title: President
	CT Opportunity Management LLC
	By:	/s/ J. Abbott R. Cooper
		Name: J. Abbott R. Cooper
		Title: President
	Driver Management Company LLC
	By:	/s/ J. Abbott R. Cooper
		Name: J. Abbott R. Cooper
		Title: Manager
	By	/s/ J. Abbott R. Cooper
		J. Abbott R. Cooper
	By	/s/ John B. Thompson II
		John B. Thompson II

 

8