edgar_proof.pdf

0001477932-19-002034.txt : 20190425 0001477932-19-002034.hdr.sgml : 20190425 20190425093745 ACCESSION NUMBER: 0001477932-19-002034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190425 DATE AS OF CHANGE: 20190425 GROUP MEMBERS: CT OPPORTUNITY MANAGEMENT LLC GROUP MEMBERS: CT OPPORTUNITY PARTNERS I LP GROUP MEMBERS: DRIVER MANAGEMENT CO LLC GROUP MEMBERS: J. ABBOTT R. COOPER GROUP MEMBERS: JOHN B. THOMPSON II SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DNB FINANCIAL CORP /PA/ CENTRAL INDEX KEY: 0000713671 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232222567 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40242 FILM NUMBER: 19765780 BUSINESS ADDRESS: STREET 1: 4 BRANDYWINE AVE CITY: DOWNINGTOWN STATE: PA ZIP: 19335 BUSINESS PHONE: 6102691040 MAIL ADDRESS: STREET 1: 4 BRANDYWINE AVENUE CITY: DOWNINGTOWN STATE: PA ZIP: 19335 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Driver Management Co LLC CENTRAL INDEX KEY: 0001756372 IRS NUMBER: 831994022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 215 EAST 72ND STREET STREET 2: 7W CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 9177447758 MAIL ADDRESS: STREET 1: 215 EAST 72ND STREET STREET 2: 7W CITY: NEW YORK STATE: NY ZIP: 10021 SC 13D/A 1 dmc_sc13da.htm SC 13D/A edgar_proof.pdf

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)

Under the Securities Exchange Act of 1934
(Amendment No. 6)

DNB Financial Corporation

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

233237 10 6

(CUSIP Number)

J. Abbott R. Cooper CT Opportunity Partners I LP

203 Colony Road

Jupiter, FL 33469 917-744-7758

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 25, 2019

(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 which 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.

* 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).

CUSIP No. 233237106

1

NAME OF REPORTING PERSON

CT Opportunity Partners I LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) x

(b) ¨

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC, OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

256,945

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

256,945

10

SHARED DISPOSITIVE POWER

0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 256,945
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.94%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

_____________

* The percentage calculations herein are based upon an aggregate of 4,327,415 shares of common stock, par value $1.00 per share, of DNB Financial Corporation outstanding as of March 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-K filed with the SEC on March 14, 2019

CUSIP No. 233237106

1	NAME OF REPORTING PERSON CT Opportunity Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

256,945*

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

256,945*

SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 256,945
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.94%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OOO (Limited Liability Company)

_____________

* Solely in its capacity as general partner of CT Opportunity Partners I LP. CT Opportunity Management LLC disclaims beneficial ownership except to the extent of its pecuniary interest therein.

** The percentage calculations herein are based upon an aggregate of 4,327,415 shares of common stock, par value $1.00 per share, of DNB Financial Corporation outstanding as of March 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-K filed with the SEC on March 14, 2019.

CUSIP No. 233237106

1	NAME OF REPORTING PERSON Driver Management Company LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

23,000

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

23,000

SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.53%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OOO (Limited Liability Company)

____________

CUSIP No. 233237106

1	NAME OF REPORTING PERSON J. Abbott R. Cooper
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

23,000*

SHARED VOTING POWER

256,945*

SOLE DISPOSITIVE POWER

23,000*

SHARED DISPOSITIVE POWER

256,945*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 279,945
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.47%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

_____________

* Mr. Cooper may be deemed to beneficially own and have shared voting and dispositive power over 256,644 shares as one of the two controlling persons of CT Opportunity Management LLC. Mr. Cooper may be deemed to beneficially own and have sole voting and dispositive power over 23,000 shares as the controlling person of Driver. Mr. Cooper disclaims beneficial ownership of any shares held by any of the Reporting Person except to the extent of his pecuniary interest therein.

** The percentage calculations herein are based upon an aggregate of 4,327,415 shares of common stock, par value $1.00 per share, of DNB Financial Corporation outstanding as of March 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-K filed with the SEC on March 14, 2019

CUSIP No. 233237106

1	NAME OF REPORTING PERSON John B. Thompson II
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

256,945*

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

256,945*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 256,945
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.94%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

_____________

* Mr. Thompson may be deemed to beneficially own these shares as one of the two controlling persons of CT Opportunity Management LLC. Mr. Thompson disclaims beneficial ownership of any shares held by any of the Reporting Person except to the extent of his pecuniary interest therein.

** The percentage calculations herein are based upon an aggregate of 4,327,415 shares of common stock, par value $1.00 per share, of DNB Financial Corporation outstanding as of March 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-K filed with the SEC on March 14, 2019

This amendment No.6 to Schedule 13D (this “Amendment No. 6”) relates to the Schedule 13D filed on January 17, 2019 (as amended and supplemented through the date of this Amendment No. 6, the “Schedule 13D”) by (a) CT Opportunity Partners I LP, a Delaware limited partnership, (b) CT Opportunity Management LLC, a Delaware limited liability company, (c) Driver Management Company LLC, a Delaware limited liability company, (d) J. Abbott R. Cooper, citizen of the United States of America, and (e) John B. Thompson II, a citizen of the United States of America, relating to the common stock, par value $1.00 per share (the “Common Stock”), of DNB Financial Corporation, a Delaware corporation (“DNB” or the “Issuer”).

Capitalized terms used but not defined in this Amendment No. 6 shall have the meanings set forth in the Schedule 13D. Except as specifically amended by this Amendment No. 6, the Schedule 13D is unchanged.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

On April 25, the Reporting Persons issued a statement to the Issuer’s shareholders (the “April 25 Statement to Shareholders”). The April 25 Statement to Shareholders is attached hereto as Exhibit 99.8 and incorporated herein by reference.

Item 7. Exhibits.

Exhibit		Description
Exhibit 99.1		Joint Filing Agreement by and among the Reporting Persons, dated January 18, 2019
Exhibit 99.2		January 22 Letter
Exhibit 99.3		January 29 Letter
Exhibit 99.4		January 30 Letter
Exhibit 99.5		February 26 Letter
Exhibit 99.6		March 23 Term Sheet
Exhibit 99.7		April 9 Letter
Exhibit 99.8		April 25 Statement to Shareholders

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

CT Opportunity Partners I LP

By: CT Opportunity Management LLC, its general partner

Dated: April 25, 2019 By:
/s/ J. Abbott R. Cooper

Name:

J. Abbott R. Cooper

Title:
President

CT Opportunity Management LLC

By:

/s/ J. Abbott R. Cooper

Name:

J. Abbott R. Cooper

Title:

President

Driver Management Company LLC

By:

/s/ J. Abbott R. Cooper

Name:

J. Abbott R. Cooper

Title:

Manager

By:

/s/ J. Abbott R. Cooper

J. Abbott R. Cooper

By:

/s/ John B. Thompson II

John B. Thompson II

EX-99.8 2 dmc_ex998.htm STATEMENT TO SHAREHOLDERS dmc_ex998.htm

EXHIBIT 99.8

ATTENTION DNBF SHAREHOLDERS

YOU HAVE SPOKEN—WILL DNBF LISTEN?

MAKE SURE THAT DNBF KNOWS THAT YOU DEMAND ACCOUNTABILITY

ITS TIME FOR DNBF TO PUT SHAREHOLDERS FIRST

Set forth below is a comparison of the results of the election of directors at DNB Financial Corporation’s (“DNBF”) 2018 and 2019 annual meetings:

2018 DNBF Annual Meeting¹

Nominee

For

Withhold

For/Withhold
Ratio

Peter R. Barsz

2,725,369

50,888

53.56

James R. Biery

2,731,875

36,670

74.50

Thomas A. Fillippo

2,666,410

111,028

24.02

Daniel O’Donnell

2,740,386

37,057

73.95

2019 DNBF Annual Meeting²
Nominee	For		Withhold		For/Withhold Ratio
Mildred C. Joyner		1,823,721		998,497		1.83
Mary D. Latoff		1,807,029		1,015,189		1.78
John F. McGill		1,909,224		912,993		2.09

CT Opportunity Partners I LP and Driver Management Company LLC (the “Reporting Persons”) are the beneficial owners of approximately 6.5% of the outstanding shares of common stock of DNBF. The Reporting Persons believe that the above comparison of election results demonstrates a deep and widespread dissatisfaction with DNBF’s policy and practice of putting the interests of management and directors ahead of those of shareholders.

The Reporting Persons hope that DNBF will finally start to listen to shareholders and to put their interests first. Specifically, the Reporting Persons hope that DNBF will:

______________

¹Source: http://www.sec.gov/Archives/edgar/data/713671/000071367118000052/dnbf-20180426x8k.htm

² Source: http://www.sec.gov/Archives/edgar/data/713671/000071367119000040/dnbf-20190424x8k.htm

·	take decisive actions to maximize value for all shareholders by immediately engaging an experienced investment bank to run a sale process;

·	eliminate problematic executive compensation practices;

·	embrace best practices in corporate governance; and

·	come clean regarding the purported “change of control” payment made to a former employee.

Given that over one third of DNBF shareholders who cast votes at the 2019 annual meeting decided that a vote for no one was better than a vote for one of DNBF’s nominees for director, the Reporting Persons believe that it is clearly time for a change at DNBF.

LET’S MAKE SURE THAT DNBF KNOWS ITS TIME TO PUT SHAREHOLDERS FIRST

* * *

April 25, 2019

Contact:

Abbott Cooper

917-744-7758

*	Solely in its capacity as general partner of CT Opportunity Partners I LP. CT Opportunity Management LLC disclaims beneficial ownership except to the extent of its pecuniary interest therein.

**	The percentage calculations herein are based upon an aggregate of 4,327,415 shares of common stock, par value $1.00 per share, of DNB Financial Corporation outstanding as of March 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-K filed with the SEC on March 14, 2019.

*	Mr. Cooper may be deemed to beneficially own and have shared voting and dispositive power over 256,644 shares as one of the two controlling persons of CT Opportunity Management LLC. Mr. Cooper may be deemed to beneficially own and have sole voting and dispositive power over 23,000 shares as the controlling person of Driver. Mr. Cooper disclaims beneficial ownership of any shares held by any of the Reporting Person except to the extent of his pecuniary interest therein.

**	The percentage calculations herein are based upon an aggregate of 4,327,415 shares of common stock, par value $1.00 per share, of DNB Financial Corporation outstanding as of March 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-K filed with the SEC on March 14, 2019

*	Mr. Thompson may be deemed to beneficially own these shares as one of the two controlling persons of CT Opportunity Management LLC. Mr. Thompson disclaims beneficial ownership of any shares held by any of the Reporting Person except to the extent of his pecuniary interest therein.

**	The percentage calculations herein are based upon an aggregate of 4,327,415 shares of common stock, par value $1.00 per share, of DNB Financial Corporation outstanding as of March 14, 2019, as reported in the Issuer’s Quarterly Report on Form 10-K filed with the SEC on March 14, 2019

	CT Opportunity Partners I LP
	By: CT Opportunity Management LLC, its general partner

Dated: April 25, 2019	By:	/s/ J. Abbott R. Cooper
	Name:	J. Abbott R. Cooper
	Title:	President

	CT Opportunity Management LLC

	By:	/s/ J. Abbott R. Cooper
	Name:	J. Abbott R. Cooper
	Title:	President

	Driver Management Company LLC

	By:	/s/ J. Abbott R. Cooper
	Name:	J. Abbott R. Cooper
	Title:	Manager

	By:	/s/ J. Abbott R. Cooper
		J. Abbott R. Cooper

	By:	/s/ John B. Thompson II
		John B. Thompson II

2018 DNBF Annual Meeting¹
Nominee	For		Withhold		For/Withhold Ratio
Peter R. Barsz		2,725,369		50,888		53.56
James R. Biery		2,731,875		36,670		74.50
Thomas A. Fillippo		2,666,410		111,028		24.02
Daniel O’Donnell		2,740,386		37,057		73.95