Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
24 January 2023 - 08:12AM
Edgar (US Regulatory)
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)
|
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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 21, 2023, Driver Management published the
following messages on Twitter:




Item 2: On January 22, 2023, Driver Management published the
following message on Twitter:

Item 3: On January 23, 2023, Driver Management published the
following message on Twitter:

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.
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