DFAN14A 1 tm215923d1_dfan14a.htm DFAN14A

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

SCHEDULE 14A
(RULE 14a-101)

 

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

 

Filed by the Registrant  ¨
Filed by a Party other than the Registrant  x
 
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
x Soliciting Material Pursuant to §240.14a-12

 

PEOPLES FINANCIAL CORPORATION

(Name of Registrant as Specified In Its Charter)

 

Stilwell Value Partners VII, L.P.

Stilwell Activist Fund, L.P.

Stilwell Activist Investments, L.P.

Stilwell Value LLC

Joseph Stilwell

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 

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Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1) Amount Previously Paid:
  (2) Form, Schedule or Registration Statement No.:
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On February 9, 2021, Joseph Stilwell and affiliated entities issued a press release relating to Peoples Financial Corporation, a copy of which is filed herewith.

 

SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATING TO THE SOLICITATION OF PROXIES BY THE GROUP AND OTHER PARTICIPANTS FROM THE SHAREHOLDERS OF PEOPLES FINANCIAL CORPORATION FOR USE AT ITS 2021 ANNUAL MEETING OF SHAREHOLDERS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN OUR PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO THE SHAREHOLDERS OF PEOPLES FINANCIAL CORPORATION AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTPS://WWW.SEC.GOV.

 

 

 

 

The Stilwell Group Sends Letter to Shareholders of Peoples Financial Corporation

 

NEW YORK, February 9, 2021 /PRNewswire/ -- The Stilwell Group, one of the largest shareholders of Peoples Financial Corporation (the "Company")(OTCMKTS: PFBX), today announced that it delivered a letter to shareholders of the Company.

  

The full text of the letter follows:

 

 

 

  February 9, 2021

 

Dear Fellow PFBX Owner,

 

For a generation, our Company has performed dismally.

 

Earnings are subpar; loan underwriting is poor; capital allocation is seemingly nonexistent; expenses are bloated; dividends are meager; and the shareholders are the ones who suffer, year-in and year-out.

 

 

To address these shortcomings, we announced our intention to seek a position on PFBX’s board. In response, PFBX has…called a special meeting to change how our Company counts votes!

 

No matter how they change the rules, we intend to nominate a director at this year’s annual meeting. It’s time to hold those responsible for our Company to account.

 

 

Sincerely,

 

Megan Parisi

MParisi@StilwellGroup.com

(212) 269-1551

 

 

 

 

CERTAIN INFORMATION CONCERNING PARTICIPANTS

 

Stilwell Activist Investments, L.P. (“Stilwell Activist Investments”) together with the other participants named herein (collectively, "Stilwell"), intend to file a preliminary proxy statement and accompanying GREEN proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of their director nominee at the 2021 annual meeting of stockholders of Peoples Financial Corporation, a Mississippi corporation (the "Corporation").

 

STILWELL STRONGLY ADVISES ALL STOCKHOLDERS OF THE CORPORATION 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 Stilwell Activist Investments, Stilwell Activist Fund, L.P. (“Stilwell Activist Fund”), Stilwell Value Partners VII, L.P. (“Stilwell Value Partners VII”), Stilwell Value LLC, and Joseph D. Stilwell.

 

As of the date hereof, Stilwell Activist Investments directly owned 354,206 shares of Common Stock, par value $1.00 per share, of the Corporation (the “Common Stock”). As of the date hereof, Stilwell Activist Fund directly owned 47,122 shares of Common Stock. As of the date hereof, Stilwell Value Partners VII directly owned 83,317 shares of Common Stock. Stilwell Value LLC, as the general partner of each of Stilwell Activist Investments, Stilwell Activist Fund and Stilwell Value Partners VII, may be deemed the beneficial owner of the 484,645 shares of Common Stock owned in the aggregate by Stilwell Activist Investments, Stilwell Activist Fund and Stilwell Value Partners VII. Mr. Stilwell, as the managing member and sole owner of Stilwell Value LLC, may be deemed the beneficial owner of the 484,645 shares of Common Stock owned in the aggregate by Stilwell Activist Investments, Stilwell Activist Fund and Stilwell Value Partners VII.

 

 

Investor Contact:

 

The Stilwell Group
Megan Parisi
(917) 881-8076
mparisi@stilwellgroup.com

 

SOURCE The Stilwell Group