UNITED STATES
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)
(Amendment No. 2)1
AmeriServ Financial, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
03074A102
(CUSIP Number)
J. ABBOTT R. COOPER
DRIVER MANAGEMENT COMPANY LLC
1266 E. Main Street
Suite 700R
Stamford, CT 06902
(646) 360-0791
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 17, 2023
(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 that 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.
1
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).
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1 |
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NAME OF REPORTING PERSON |
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Driver Opportunity Partners I LP |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b)
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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201,000 |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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201,000 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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201,000 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.2% |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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Driver Management Company LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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1,477,419 |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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1,477,419 |
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10 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,477,419 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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8.6% |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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J. Abbott R. Cooper |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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1,477,419 |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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1,477,419 |
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10 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,477,419 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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8.6% |
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TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSON |
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Julius D. Rudolph |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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OWNED BY |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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0 - |
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PERSON WITH |
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SOLE DISPOSITIVE
POWER |
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0 - |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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-
0 - |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSON |
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Brandon L. Simmons |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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-
0 - |
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OWNED BY |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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SOLE DISPOSITIVE
POWER |
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-
0 - |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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-
0 - |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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The following constitutes Amendment No. 2 to the Schedule 13D filed
by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends
the Schedule 13D as specifically set forth herein.
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Item 2. |
Identity and
Background. |
Item 2 is hereby amended and restated as follows:
(a) This statement is
filed by:
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(i) |
Driver Opportunity Partners I LP, a
Delaware limited partnership (“Partnership”); |
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(ii) |
Driver Management Company LLC, a
Delaware limited liability company (“Driver”), which serves as the
general partner of Partnership and manages certain other
investments on behalf of separately managed accounts (the
“SMAs”); |
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(iii) |
J. Abbott R. Cooper (together with
Partnership and Driver, the “Driver Group”), as the managing member
of Driver, and as a nominee for the Board; |
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(iv) |
Julius D. Rudolph, as a nominee for
the Board; and |
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(v) |
Brandon L. Simmons, as a nominee
for the Board. |
Each of the foregoing is referred to as a “Reporting Person” and
collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing and Solicitation
Agreement, as further described in Item 6. Accordingly, the
Reporting Persons are hereby filing a joint Schedule 13D.
(b)—(c) The principal place of business address of each of
Partnership, Driver and Mr. Cooper is 1266 E. Main Street, Suite
700R, Stamford, CT 06902.The principal business address of Mr.
Rudolph is 310 Grant Street, Suite 2500, Pittsburgh, PA 15219. The
principal business address of Mr. Simmons is 5340 Weslayan St.,
Unit 6556, Houston, TX 77265.
Partnership is a Delaware limited partnership, the principal
purpose of which is investing in securities.
Driver is a Delaware limited liability company, the principal
purpose of which is to be the general partner of Partnership and to
manage certain other investments on behalf of the SMAs and other
investment vehicles.
The principal occupation of Mr. Cooper is serving as the managing
member of Driver. The principal occupation of Mr. Rudolph is
serving as the Chief Executive Officer and President of Development
and Acquisitions of McKnight Realty Partners. The principal
occupation of Mr. Simmons is serving as President and Chairman of
Let Our Vision Evolve.
(d) None of the Reporting
Persons has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting
Persons has, during the last five years, 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.
(f) Messrs. Cooper,
Rudolph and Simmons are citizens of the United States of
America.
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Item 3. |
Source and Amount of Funds or
Other Consideration. |
Item 3 is hereby amended and restated as follows:
The Shares purchased by each of the Partnership and the SMAs were
purchased with working capital (which may, at any given time,
include margin loans made by brokerage firms in the ordinary course
of business) in open market transactions. The aggregate purchase
price of the 201,000 Shares beneficially owned directly by the
Partnership is approximately $797,226, including brokerage
commissions. The aggregate purchase price of the 1,276,919 Shares
beneficially owned directly by the SMAs is approximately
$4,949,532, including brokerage commissions.
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Item 4. |
Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On January 17, 2023, Partnership delivered a letter to the Issuer
(the “Nomination Letter”) nominating a slate of highly-qualified
director candidates: J. Abbott R. Cooper, Julius D. Rudolph and Mr.
Simmons (collectively, the “Nominees”), for election to the Board
at the Issuer’s 2023 annual meeting of shareholders (the “Annual
Meeting”).
The Nominees are:
J. Abbott R. Cooper, age 55, is the Founder and Managing
Member of Driver Management, a value-oriented investment firm,
since August 2018. Prior to founding Driver Management, Mr. Cooper
founded and was Senior Portfolio Manager of Financial Opportunity
Strategy at Hilton Capital Management, LLC, an investment
management firm, from 2015 to July 2018. Prior to that, Mr. Cooper
was a senior investment banker covering depository institutions at
Jefferies Financial Group Inc. (NYSE: JEF), a financial services
company, and Bank of America Corporation (NYSE: BAC), a
multinational investment bank and financial services company. Mr.
Cooper began his career as a corporate lawyer, focusing on public
and private company mergers and acquisitions, corporate governance,
contests for corporate control and capital markets. Mr. Cooper
earned a B.A. in History from the University of Virginia and a J.D.
from the University of Montana School of Law.
Julius (“Izzy”) D. Rudolph, age 35, is the Chief Executive
Officer of McKnight Realty Partners (“McKnight”), a private
commercial real estate investment, development and operating
company, since December 2022. Concurrent to serving as Chief
Executive Officer of McKnight, Mr. Rudolph is the President of
Development and Acquisitions at McKnight, since November 2016. Mr.
Rudolph is on the board of directors of VisitPittsburgh, the
official tourism promotion organization for Pittsburgh,
Pennsylvania, since 2022, Pittsburgh Film Office, a non-profit
economic-development agency, since 2017, the Senator John Heinz
History Center, an affiliate of the Smithsonian Institution, since
2016, and Pittsburgh Downtown Partnership, a non-profit urban
planning initiative, since 2013. Mr. Rudolph is the Vice President
of the board of directors of the Yeshiva Schools of Pittsburgh, the
largest Jewish day school in Pennsylvania, since 2021. Mr. Rudolph
served on the board of directors of the National Association of
Industrial and Office Properties (NAIOP), a commercial real estate
trade association, from 2016 to 2019. Mr. Rudolph studied at the
Rabbinical College of America.
Brandon L. Simmons, age 40, is President and Chairman of Let
Our Vision Evolve, a non-profit organization educating
underrepresented professionals about private sector opportunities,
since he founded the organization in April 2022. Mr. Simmons has
also been an investor and advisor of GameOn Technology, a software
development company, since 2014. Until recently, Mr. Simmons was a
General Partner at Prime Movers Lab, a venture capital investment
firm, from September 2019 to April 2022. Prior to that, Mr. Simmons
held various executive roles at Tachyus Corporation, a software
company servicing the oil and gas industry, including Chief
Executive Officer from June 2020 to October 2020, Chief Operating
Officer and General Counsel from 2017 to June 2020, Executive-Vice
President and General Counsel from 2015 to November 2017. Earlier
in his career, Mr. Simmons was a Corporate Lawyer for Hogan Lovells
LLP, an international law firm, from 2010 to 2015, a Legal
Associate at the Cato Institute, a public policy think tank located
in Washington, D.C., from 2009 to 2010, and a Judicial Clerk for
Chief Judge J.L. Edmondson of the U.S. Court of Appeals of the
Eleventh Circuit, from 2008 to 2009. Mr. Simmons has served on the
boards of directors of Space Perspective, a commercial space travel
service provider, since August 2021, Venus Aerospace, an aerospace
company, since January 2021, and polySpectra, an innovative
advanced 3D printing technology developer, since June 2020. Mr.
Simmons previously served on the boards of directors of Carbon
Capture, a developer of modular CO2 direct air capture machines,
from September 2021 to September 2022, Elevian Therapeutics, a
novel therapeutics service provider, from August 2021 to September
2022, Unlimited Tomorrow, a personalized prosthetics developer,
from December 2020 to September 2022, NobleAI, an artificial
intelligence research and development company, from March 2020 to
June 2022, and Pyka, an electric aircraft developer, from February
2020 to April 2022. Mr. Simmons also serves on the boards of
directors of various non-profit organizations, including the
Institute for Responsible Citizenship, a 20-year old leadership
development program for minority students, since January 2022, and
the Teneo Network, a non-profit civic education organization, of
which he served as Board Chairman from 2018 to 2021. Mr. Simmons is
also an advisory board member of the Urban League, a civil rights
and urban advocacy organization, since 2016. Mr. Simmons received a
J.D. from Stanford University School of Law and B.A. in Political
Science from the University of California at Berkeley. Mr. Simmons
is a licensed attorney in California and the District of
Columbia.
Partnership may engage in discussions with management and the Board
regarding the Nomination Letter, Board representation and the
composition of the Issuer’s Board, generally.
|
Item 5. |
Interest in Securities of the
Issuer. |
Items 5(a) and (c) are hereby amended and restated as follows:
(a) Unless otherwise
indicated, percentage interest calculations for each Reporting
Person are based upon the Issuer having 17,114,617 Shares
outstanding as of November 1, 2022, as set forth in the Issuer’s
Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 10, 2022.
Partnership
As of the date hereof, the aggregate number of Shares that
Partnership owns beneficially pursuant to Rule 13d-3 of the Act is
201,000 Shares, which constitutes 1.2% of the outstanding
Shares.
Driver
As of the date hereof, the aggregate number of Shares held in the
SMAs is 1,276,919 Shares. Because of its position as the general
partner of Partnership and the investment manager of the SMAs,
Driver may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of the 1,477,919 Shares owned in aggregate by the
Partnership and held in the SMAs, which constitutes approximately
8.6% of the outstanding Shares. Driver disclaims beneficial
ownership of any Shares owned by the Partnership and held in the
SMAs except to the extent of its pecuniary interest therein.
Mr. Cooper
As the controlling person of Driver, Mr. Cooper may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of the
aggregate 1,477,919 Shares, which constitutes approximately 8.6% of
the outstanding Shares. Mr. Cooper disclaims beneficial ownership
of any Shares held by Partnership and held in the SMAs except to
the extent of his pecuniary interest therein.
Mr. Rudolph
As of the date hereof, Mr. Rudolph does not own any Shares.
Mr. Simmons
As of the date hereof, Mr. Simmons does not own any Shares.
(c) The transactions
effected by the Reporting Persons since the filing of Amendment No.
1 to the Schedule 13D are set forth on Schedule A attached hereto.
Except as described in this Schedule 13D and Schedule A attached
hereto, to the knowledge of any of the Reporting Persons, no other
transactions in the Shares were effected by the Reporting Person or
any of the entities or persons named in Item 2 hereto since the
filing of Amendment No. 1 to the Schedule 13D.
|
Item 6. |
Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the
Issuer. |
Item 6 is hereby amended to add the following:
On January 17, 2023, the Reporting Persons entered into a Joint
Filing and Solicitation Agreement (the “Joint Filing and
Solicitation Agreement”) pursuant to which the parties agreed,
among other things, (a) to solicit proxies for the election of the
Nominees at the Annual Meeting, and (b) that the Driver Group would
bear all expenses incurred in connection with the group’s
activities. A copy of the Joint Filing and Solicitation Agreement
is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Each of the Nominees, except Mr. Cooper, has granted Mr. Cooper a
power of attorney (collectively, the “POAs”) to execute certain SEC
filings and other documents in connection with the solicitation of
proxies from the Issuer’s shareholders in connection with the
Annual Meeting and any other related transactions. A form of Power
of Attorney is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.
Partnership, together with its affiliates, has signed a letter
agreement with each of the Nominees, except for Mr. Cooper, (the
“Indemnification Agreements”), pursuant to which it and its
affiliates have agreed to indemnify such Nominees against certain
claims arising from the solicitation of proxies from the Issuer’s
shareholders in connection with the Annual Meeting and any related
transactions. A form of Indemnification Agreement is attached
hereto as Exhibit 99.3 and is incorporated herein by reference.
|
Item 7. |
Material to be Filed as
Exhibits. |
Item 7 is hereby amended to add the following exhibits:
|
99.1 |
Joint Filing and Solicitation
Agreement, dated January 17, 2023. |
|
99.2 |
Form of Power of Attorney. |
|
99.3 |
Form of Indemnification
Agreement. |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated:
January 18, 2023
|
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 |
|
/s/ J. Abbott R. Cooper
|
|
J.
Abbott R. Cooper
Individually and as attorney-in-fact for Julius D. Rudolph and
Brandon L. Simmons
|
SCHEDULE A
Transactions in the Shares of the Issuer Since the Filing of
Amendment No. 1 to the Schedule 13D
Nature of the Transaction |
Amount of Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
DRIVER OPPORTUNITY
PARTNERS I LP
Purchase of Common Stock |
100,000 |
3.9499 |
01/10/2023 |
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