AND EXCHANGE COMMISSION
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)
Partners I LP
J. Abbott R. Cooper
(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, together with the other participants named herein (collectively, “Driver”), intends to nominate, and to file a preliminary
proxy statement and accompanying proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of,
director nominees at the 2024 annual meeting of shareholders of AmeriServ Financial, Inc., a Pennsylvania corporation (the “Company”).
On September 19, 2023,
Driver sent the following letter to Mr. J. Michael Adams, Chairman of the board of directors of the Company:
September 19, 2023
Mr. J. Michael Adams
Chairman of the Board
AmeriServ Financial, Inc.
216 Franklin Street
Johnstown, PA 15901
Via email to email@example.com
I am in receipt of a letter (the “Rejection Letter”),
dated September 14, 2023, from Stacey Scrivani of Steven & Lee that was sent in response to my letter of September 7, 2023 (the “September
7 Demand Letter”) demanding to inspect certain books and records of AmeriServ Financial, Inc. (“AmeriServ”).
Capitalized terms used herein shall have the meaning given in the September 7 Demand Letter.
Among the books and records covered by the September 7 Demand Letter
were any documents concerning:
|“the process for, and the criteria to be used, in granting the approval contemplated by the Interlocks Bylaw”;
|“the process for, and the criteria to be used, in determining that a person should be precluded from serving as a director as
contemplated by the Background Check Bylaw”; and
|“the Board’s background check policy”.
Based upon the Rejection Letter, it appears that AmeriServ will
not allow Driver to inspect any documents concerning the above matters. If that is correct, please confirm that is the case.
Section 2.16 of AmeriServ’s bylaws provides:
Section 2.16. Background Checks. No person shall be eligible
for election, re-election, appointment or re-appointment to the Board of Directors unless such person has undergone a background check
in accordance with the background check policy of the Board of Directors and the background check has not revealed any information that
in the opinion of the Board of Directors and corporate counsel should preclude said person from serving as a director, in the best interests
of the Corporation.
Not to belabor the obvious, but how can any shareholder be expected
to comply with the Background Check Bylaw if AmeriServ refuses to make the “background check policy” of the Board available
Similarly, Section 2.14 of AmeriServ’s bylaws provides:
Section 2.14. Interlocks. No person shall be eligible
for election, re-election, appointment or re-appointment to the Board of Directors if such person is or within the preceding five years
has been a director of any other depository institution unless such person is approved by a majority of the Board of Directors.
How can any shareholder be expected to comply with the Interlocks
Bylaw if AmeriServ refuses to disclose how any person who might be subject to the Interlocks Bylaw can seek “approval” from
To the extent that AmeriServ wishes to continue with the charade
that either of the Interlocks Bylaw or the Background Check Bylaw serve any purpose other than to entrench an incumbent board, please
explain how any shareholder can hope to comply with either bylaw so long as AmeriServ will not disclose the very information necessary
Nothing contained in this letter shall be deemed to be or construed
as an admission by Driver that either the Interlocks Bylaw or the Background Check Bylaw is valid and/or enforceable.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Driver Management Company LLC (“Driver
Management”), together with the other participants named herein (collectively, “Driver”), intends to nominate, and to
file a preliminary proxy statement and accompanying proxy card with the Securities and Exchange Commission to be used to solicit votes
for the election of, director nominees at the 2024 annual meeting of shareholders of AmeriServ Financial, Inc., a Pennsylvania corporation
DRIVER STRONGLY ADVISES ALL SHAREHOLDERS OF
THE COMPANY TO READ ANY 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 PROXY MATERIALS WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST.
The participants in the proxy solicitation
are currently anticipated to be Driver Management, Driver Opportunity Partners I LP (“Driver Opportunity”) and J. Abbott R.
As of the date hereof, the participants in
the proxy solicitation beneficially own in the aggregate 405,503 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 405,503 shares of Common Stock, including
1,000 shares held in record name. Driver Management, as the general partner of Driver Opportunity, may be deemed to beneficially own the
405,503 shares of Common Stock directly beneficially owned by Driver Opportunity. Mr. Cooper, as the managing member of Driver Management,
may be deemed to beneficially own the 405,503 shares of Common Stock directly beneficially owned by Driver Opportunity.
AmeriServ Financial (NASDAQ:ASRV)
Historical Stock Chart
From Feb 2024 to Mar 2024
AmeriServ Financial (NASDAQ:ASRV)
Historical Stock Chart
From Mar 2023 to Mar 2024