Form DFAN14A - Additional definitive proxy soliciting materials filed by non-management and Rule 14(a)(12) material
12 Settembre 2023 - 10:17PM
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)
|
|
DRIVER MANAGEMENT COMPANY LLC
DRIVER OPPORTUNITY 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 12, 2023,
Driver sent the following letter to the Company’s counsel:
September 12, 2023
Ms. Stacey Scrivani
Stevens & Lee
111 N. Sixth Street
Reading, PA 19603
By email to stacey.scrivani@stevenslee.com
Stacey,
Reference is made to your letter dated August 21, 2023 and email
dated August 22, 2023, both sent in response to my letter of August 1, 2023 demanding that the board of directors (the “Board”)
of AmeriServ Financial, Inc. (“AmeriServ”) appoint a special litigation committee (“SLC”) to investigate
whether current and former members of the Board violated their fiduciary duties in connection with costly and ongoing litigation intended
to deny AmeriServ’s shareholders the opportunity to vote for those candidates (“Driver’s Nominees”) for
election to director nominated by Driver Opportunity Partners I LP (together with “Driver”) at AmeriServ’s 2023
annual meeting of shareholders (the “2023 Annual Meeting”).
The crux of our demand is that denying shareholders the right to
vote for Driver’s Nominees at the 2023 Annual Meeting did not serve any cognizable interest of AmeriServ the corporation (as opposed
to the personal interests of the Board by ensuring that only those candidates selected by the Board could be elected director) and that
the ongoing litigation to defend the Board’s determination to reject Driver’s notice of nomination (litigation that was responsible
for AmeriServ reporting an operating loss for the quarter ended June 30, 2023) has injured, and is continuing to injure, AmeriServ.
Given that the injury to the Corporation is ongoing, please confirm
that the SLC has been appointed and provide an estimated date for the completion of the SLC’s investigation. To the extent that
the SLC concludes that expending and continuing to expend corporate resources to defend the Board’s decision to deny shareholders
the opportunity to vote for Driver’s Nominees constitutes a breach of fiduciary duty and a violation of the Pennsylvania Business
Corporation Law and federal securities law, it would be better to reach that conclusion sooner rather than later and put an end to the
ongoing corporate waste.
In addition, you confirmed in your email that the SLC will be empowered
to engage its own counsel. Please confirm that the SLC has not and will not retain Stevens & Lee, who has been the primary beneficiary
of the complained of litigation, and disclose the name of any counsel retained by the SLC.
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
(the “Company”).
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.
Cooper.
As of the date hereof, the participants in
the proxy solicitation beneficially own in the aggregate 350,503 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 350,503 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
350,503 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 350,503 shares of Common Stock directly beneficially owned by Driver Opportunity.
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