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)

 

First United Corporation

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

33741H107

(CUSIP Number)

 

J. Abbott R. Cooper

Driver Management Company LLC

250 Park Avenue

7^th Floor

New York, NY 10177

212-572-4811

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

 

August 28, 2019

(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. ¨

 

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).

 

  

 

CUSIP No. 233237106

 

1	NAME OF REPORTING PERSON   Driver Opportunity Partners I LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

                 

NUMBER OF SHARES  BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   360,637
		8	SHARED VOTING POWER   0
		9	SOLE DISPOSITIVE POWER   360,637
		10	SHARED DISPOSITIVE POWER   0

                                    

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   360,637
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.08%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

 

*	The percentage calculations herein are based upon an aggregate of 7,105,775 shares of common stock, par value $0.01 per share, of First United Corporation outstanding as of July 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2019.

 

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CUSIP No. 233237106

 

1	NAME OF REPORTING PERSON    Driver Management Company LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   360,637*
		8	SHARED VOTING POWER   0
		9	SOLE DISPOSITIVE POWER   360,637*
		10	SHARED DISPOSITIVE POWER   0

                                                               

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   360,637
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.08%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OOO (Limited Liability Company)

 

*	Solely in its capacity as general partner of Driver Opportunity Partners I LP. Driver Management Company LLC disclaims beneficial ownership except to the extent of its pecuniary interest therein.
**	The percentage calculations herein are based upon an aggregate of 7,105,775 shares of common stock, par value $0.01 per share, of First United Corporation outstanding as of July 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2019.

 

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CUSIP No. 233237106

 

1	NAME OF REPORTING PERSON   J. Abbott R. Cooper
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

                                   

NUMBER OF SHARES  BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   360,637*
		8	SHARED VOTING POWER   0
		9	SOLE DISPOSITIVE POWER   360,637*
		10	SHARED DISPOSITIVE POWER   0

                        

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   360,637
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.08%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

                     

*	Mr.Cooper may be deemed to beneficially own and have shared voting and dispositive power over 360.637 shares of common stock as the controlling person of Driver Management Company LLC. 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 7,105,775 shares of common stock, par value $0.01 per share, of First United Corporation outstanding as of July 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2019.

 

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This amendment No.1 to Schedule 13D (this “Amendment No.1”) relates to the Schedule 13D filed on September 5, 2019 (as amended and supplemented through the date of this Amendment No. 1, the “Schedule 13D”) by (a) Driver Opportunity Partners I LP, a Delaware limited partnership, (b) Driver Management Company LLC, a Delaware limited liability company, and (c) J. Abbott R. Cooper, citizen of the United States of America, relating to the common stock, par value $0.01 per share (the “Common Stock”), of First United Corporation, a Maryland corporation (“FUNC” 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 the Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the follow information.

 

The Reporting Persons are aware that the Issuer made a public statement complaining about the Reporting Person’s announcement of “an intention to launch a distracting and costly public campaign.” The Reporting Persons announced no such intention, and the Issuer’s inability to understand this point suggests that the First United board lacks the capacity to discharge its fiduciary duty of care and make an informed decision on the Issuer’s future. The Reporting Persons again urge the Issuer to engage independent financial advisors to assist the board in doing so.

 

The Reporting Persons are also concerned that the Issuer’s inaccurate statement may create confusion for shareholders. As a result, the Reporting Persons are amending Item 4 to state that the Reporting Persons do not currently intend to conduct a “campaign” to solicit proxies. The Reporting Persons hope that the Issuer will constructively engage with shareholders, including Driver, and immediately hire a competent financial advisor to solicit acquisition proposals. However, if the Issuer and its board continue to take actions that appear to be obstructionist or ineffective then the Reporting Persons May be forced to change their intention.

 

In any event, the Reporting Persons believe the First United board should take into account the views of shareholders (many of whom have already expressed support for a sale) before the Issuer expends any company resources to dissuade shareholders from expressing their views. The Reporting Persons also invite the Issuer to provide all shareholders with a concise summary of its “current strategy” with an emphasis on specific initiatives and quantifiable targets (rather than vague and aspirational intentions) along with an explanation (again, with a focus on the specific) of how such strategy will “continue enhancing shareholder returns.”

 

 Item 7. Exhibits

 

Exhibit

Description

Exhibit 99.1

 

Joint Filing Agreement

Exhibit 99.2

 

July 24 Letter

Exhibit 99.3

 

August 20 Presentation

Exhibit 99.4

 

September 4 Letter

Schedule I

 

Transactions in Securities of the Issuers During the Past Sixty Days

 

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SIGNATURE

 

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

 

Dated: September 6, 2019

 

	Driver Opportunity Partners I LP
	By:	Driver Management Company LLC, its general partner
	By:	/s/ J. Abbott R. Cooper
		Name: J. Abbott R. Cooper
		Title: Managing Member
	Driver Management Company LLC
	By:	/s/ J. Abbott R. Cooper
		Name: J. Abbott R. Cooper
		Title: Managing Member
	By	/s/ J. Abbott R. Cooper
		J. Abbott R. Cooper

 

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