UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
|
☐ |
Preliminary Proxy Statement |
|
☐ |
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
|
☐ |
Definitive Proxy Statement |
|
☐ |
Definitive Additional Materials |
|
☒ |
Soliciting Material Under § 240.14a-12 |
AMERISERV FINANCIAL, INC.
|
(Name of Registrant as Specified In Its Charter)
|
|
DRIVER MANAGEMENT COMPANY LLC
DRIVER OPPORTUNITY PARTNERS I LP
J. ABBOTT R. COOPER
JULIUS D. RUDOLPH
BRANDON L. SIMMONS
|
(Name of Persons(s) Filing Proxy Statement, if other than the
Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
|
☐ |
Fee paid previously with preliminary materials |
|
☐ |
Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11 |
Driver Management Company LLC (“Driver Management”), together with
the other participants named herein (collectively, “Driver”),
intends to file a preliminary proxy statement and accompanying
WHITE universal proxy card with the Securities and Exchange
Commission to be used to solicit votes for the election of its
slate of highly-qualified director nominees at the 2023 annual
meeting of shareholders of AmeriServ Financial, Inc., a
Pennsylvania corporation (the “Company”).
Item 1: On January 17, 2023, Driver Management sent the following
letter to J. Michael Adams, Jr., Chairman of the Nominating and
Corporate Governance Committee of the Company’s board of directors
(the “Board”):

January 17, 2022
Mr. J. Michael Adams, Jr.
Chair, Nominating and Corporate Governance Committee
AmeriServ Financial, Inc.
216 Franklin Street
Johnstown, PA 15901
Via email
Mr. Adams,
Reference is made to your letter dated January 9, 2023. Based on
AmeriServ Financial Inc.’s (“ASRV”) long term track record
of abysmal financial performance relative to publicly traded peers
and, in particular, the manner in which ASRV’s board of directors
(the “ASRV Board”) has attempted to shirk responsibility for
that poor performance by blaming undisclosed and ill-defined
“unique economic realities,” I hope you understand that I
believe the ASRV Board needs to be reconstituted as determined by
ASRV’s long suffering shareholders, not the same entrenched
directors responsible for years of underperformance. Transmitted
herewith is our notice of nomination of three candidates (the
“Nominees”) for election to the ASRV Board at ASRV’s 2023
annual meeting of shareholders (the “2023 Annual Meeting”).
I am confident that our message of change will resonate far more
with shareholders who have seen little from their investment in
ASRV than directors who seem more interested in making excuses for
the status quo. It is past time for the ASRV Board to face the very
un-unique reality that the current level of underperformance
is simply unacceptable and make way for new directors with a
commitment to putting shareholders first.
As
an aside, why are you thanking Driver for its investment?
Driver—like most shareholders—invested in ASRV to increase the
value of its investment. Unlike most shareholders, however, Driver
is willing to act as a catalyst to unlock value that has been
trapped by the actions (or inaction) of faithless boards who
prioritize a status quo that benefits directors and company
management at the expense of shareholders. If you wanted to thank
Driver—or any other shareholder—for its investment, the ASRV Board
should have taken such steps as were necessary to deliver an
acceptable return to ASRV shareholders. I am sure that I speak for
most shareholders when I say that actions that deliver acceptable
returns are far more welcome and appreciated than hollow
banalities.
Please note that, as is our right as shareholders, we have directly
nominated the Nominees for election at the 2023 Annual Meeting and
neither approval by, nor any interviews with, the ASRV Board (or
any committee thereof, including the Nominating and Corporate
Governance Committee) is required under applicable law or ASRV’s
constituent documents.
Very truly yours,
Driver Management Company LLC
/s/ J. Abbott R. Cooper
Item 2: On January 18, 2023, J. Abbott R. Cooper, Managing Member
of Driver Management, sent the following letter to Chairman of the
Board, Allen Dennison:

January 18, 2022
Mr. Allan Dennison
Chairman of the Board
AmeriServ Financial, Inc.
216 Franklin Street
Johnstown, PA 15901
Via email
Allan,
Yesterday, Driver Opportunity Partners I LP (together with Driver
Management Company LLC, “Driver”) nominated three highly
qualified candidates for election to the board of directors (the
“Board”) of AmeriServ Financial, Inc. (“ASRV”) at ASRV’s
2023 annual meeting of shareholders. By letter dated November 22,
2022 to Jeffery Stopko, Driver requested a list of ASRV’s
shareholders and related information. By letter dated November 30,
2022, Stacey Scrivani, counsel to ASRV asserted that request was
not in compliance with Pennsylvania law, an assertion that I
believe is entirely incorrect.
Based on my experience with Republic First Bancorp, Inc., Ms.
Scrivani has a fundamentally flawed understanding of the rights of
shareholders in a Pennsylvania corporation and, in particular,
their right to information about other shareholders in the context
of a contested election for directors. We are more than happy to
enforce our rights in court, but, now that such a contested
election is at hand, ask whether the Board will make the
shareholder list and other related information requested available
or will, instead, continue to seek to impede Driver’s fundamental
rights as an ASRV shareholder, while wasting shareholders’ money on
meritless litigation.
Your prompt reply is appreciated.
Very truly yours,
/s/ J. Abbott R. Cooper
Item 3: On January 19, 2023, Mr. Cooper sent the following letter
to Mr. Dennison:

January 19, 2023
Mr. Allan Dennison
Chairman of the Board
AmeriServ Financial, Inc.
216 Franklin Street
Johnstown, PA 15901
Via email
Allan,
Reference is made to your letter dated January 19, 2023. I am
afraid there has been a serious misunderstanding: we never had any
intention in participating in any “refreshment process” conducted
by the current board of directors (the “Legacy Board”) of
AmeriServ Financial, Inc. (“ASRV” or the
“Corporation”). Based on the decades of underperformance
relative to peers that has been overseen by the Legacy Board, we
have no confidence that the Legacy Board is capable of identifying
or selecting potential directors who might advance the interests of
ASRV shareholders rather than preserve a status quo that, despite
ample opportunity, has done nothing to increase shareholder
value.
I
am a little unsure where any misunderstanding is coming from: in
our conversations, I have been very clear that we intend to make
our case for change directly to ASRV shareholders. Indeed, I also
encouraged you and Jeffery Stopko to make whatever might possibly
be the case for more of the same directly to ASRV shareholders as
well. Based on the below chart, which shows the closing price for
ASRV’s common stock since 1985, the earliest point at which such
data is available on Bloomberg, I am not really sure what the
Legacy Board’s proposition is for ASRV shareholders, since the
trading price for ASRV’s common stock is approximately the same
today as it was in 1985.

Let’s be clear about one thing, you and the rest of the Legacy
Board are not the Corporation and have no special claim as to
understanding what is in the best interests of ASRV’s
“shareholders, customers, employees and communities.” Never in any
of our conversations have you or Mr. Stopko indicated that any
change in the direction of ASRV is contemplated—all that is on
offer is more stagnation. I believe that all the constituencies you
reference would benefit from a change in the composition of
AmeriServ’s board of directors—or really anything—that offers the
possibility of a more vibrant future for ASRV and I am confident
that a majority of ASRV shareholders feel the same way, which is
why we never had any interest in allowing the Legacy Board to sit
in judgement over the highly qualified individuals that we have
nominated for election to director and thereby restrict the ability
of ASRV shareholders to elect directors of their choosing.
Very truly yours,
/s/ J. Abbott R. Cooper
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Driver Management Company LLC (“Driver Management”), together with
the other participants named herein (collectively, “Driver”),
intends to file a preliminary proxy statement and accompanying
WHITE universal proxy card with the Securities and Exchange
Commission (“SEC”) to be used to solicit votes for the election of
its slate of highly-qualified director nominees at the 2023 annual
meeting of shareholders of AmeriServ Financial, Inc., a
Pennsylvania corporation (the “Company”).
DRIVER STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE
PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY
MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE
AT HTTP://WWW.SEC.GOV. IN ADDITION, THE
PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE
PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY
SOLICITOR.
The participants in the proxy solicitation are anticipated to be
Driver Management, Driver Opportunity Partners I LP (“Driver
Opportunity”), J. Abbott R. Cooper, Julius D. Rudolph and Brandon
L. Simmons.
As of the date hereof, the participants in the proxy solicitation
beneficially own in the aggregate 1,477,919 shares of Common Stock,
par value $0.01 per share, of the Company (the “Common Stock”). As
of the date hereof, Driver Opportunity directly beneficially owns
201,000 shares of Common Stock, including 1,000 shares held in
record name. Driver Management, as the general partner of Driver
Opportunity and investment manager to certain separately managed
accounts (the “SMAs”), may be deemed to beneficially own the (i)
201,000 shares of Common Stock directly beneficially owned by
Driver Opportunity and (ii) 1,276,919 shares of Common Stock held
in the SMAs. Mr. Cooper, as the managing member of Driver
Management, may be deemed to beneficially own the (i) 201,000
shares of Common Stock directly beneficially owned by Driver
Opportunity and (ii) 1,276,919 shares of Common Stock held in the
SMAs. Neither of Messrs. Rudolph or Simmons beneficially own any
securities of the Company.
AmeriServ Financial (NASDAQ:ASRV)
Historical Stock Chart
From Feb 2023 to Mar 2023
AmeriServ Financial (NASDAQ:ASRV)
Historical Stock Chart
From Mar 2022 to Mar 2023