0001019056-13-001181.txt : 20131021 0001019056-13-001181.hdr.sgml : 20131021 20131021164754 ACCESSION NUMBER: 0001019056-13-001181 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131021 DATE AS OF CHANGE: 20131021 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OBA Financial Services, Inc. CENTRAL INDEX KEY: 0001471088 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85336 FILM NUMBER: 131161830 BUSINESS ADDRESS: STREET 1: 20300 SENECA MEADOWS PARKWAY CITY: GERMANTOWN STATE: MD ZIP: 20876 BUSINESS PHONE: (301) 916-0742 MAIL ADDRESS: STREET 1: 20300 SENECA MEADOWS PARKWAY CITY: GERMANTOWN STATE: MD ZIP: 20876 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Clover Partners, L.P. CENTRAL INDEX KEY: 0001309342 IRS NUMBER: 752842611 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 CRESCENT COURT STREET 2: SUITE 575 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-273-5200 MAIL ADDRESS: STREET 1: 100 CRESCENT COURT STREET 2: SUITE 575 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: Clover Partner, L.P. DATE OF NAME CHANGE: 20041122 SC 13D/A 1 oba13da1.htm SCHEDULE 13D/A
 
CUSIP No. 67424G101 Page 1 of 10 Pages

 

Securities and exchange commission
WASHINGTON, D.C. 20549

 

SCHEDULE 13D
(Amendment No. 1)

 

(Rule 13d-101)

 

Under the Securities Exchange Act of 1934

 

OBA Financial Services, Inc.
(Name of Issuer)

 

Common Stock, $0.01 par value
(Title of Class of Securities)

 

67424G101
(CUSIP Number)

 

Clover Partners, L.P.
100 Crescent Court, Suite 575
Dallas, TX 75201
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

- with copies to -

Phillip M. Goldberg
Foley & Lardner LLP
321 North Clark Street
Chicago, Illinois 60610
(312) 832-4549

 

October 3, 2013
(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 Rule 13d-1(b)(3) or (4), check the following box x.

 

The information required in 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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 
 
CUSIP No. 67424G101 Page 2 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

MHC Mutual Conversion Fund, L.P.

 

 

     
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) o

     
3 SEC USE ONLY  
     
4

SOURCE OF FUNDS

WC

 

 

     
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
     
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

 

 

     

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

268,410

 

 

8

SHARED VOTING POWER

0

 

 

9

SOLE DISPOSITIVE POWER

268,410

 

 

10

SHARED DISPOSITIVE POWER

0

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

268,410

 

 

     
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
     
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.6%

 

 

     
14

TYPE OF REPORTING PERSON

PN

 

 

     
 
 
CUSIP No. 67424G101 Page 3 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Clover Partners, L.P.

 

 

     
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) o

     
3 SEC USE ONLY  
     
4

SOURCE OF FUNDS

OO/AF

 

 

     
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
     
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

 

 

     

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

 

 

8

SHARED VOTING POWER

268,410

 

 

9

SOLE DISPOSITIVE POWER

0

 

 

10

SHARED DISPOSITIVE POWER

268,410

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

268,410

 

 

     
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
     
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.6%

 

 

     
14

TYPE OF REPORTING PERSON

PN, IA

 

 

     
 
 
CUSIP No. 67424G101 Page 4 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Clover Investments, L.L.C.

 

 

     
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) o

     
3 SEC USE ONLY  
     
4

SOURCE OF FUNDS

OO/AF

 

 

     
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
     
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

 

 

     

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

 

 

8

SHARED VOTING POWER

268,410

 

 

9

SOLE DISPOSITIVE POWER

0

 

 

10

SHARED DISPOSITIVE POWER

268,410

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

268,410

 

 

     
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
     
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.6%

 

 

     
14

TYPE OF REPORTING PERSON

CO

 

 

     
 
 
CUSIP No. 67424G101 Page 5 of 10 Pages

 

1

NAME OF REPORTING PERSON

 

Michael C. Mewhinney

 

 

     
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) o

(b) o

     
3 SEC USE ONLY  
     
4

SOURCE OF FUNDS

OO/AF

 

 

     
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
     
6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

 

 

     

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

 

 

8

SHARED VOTING POWER

268,410

 

 

9

SOLE DISPOSITIVE POWER

0

 

 

10

SHARED DISPOSITIVE POWER

268,410

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

268,410

 

 

     
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
     
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.6%

 

 

     
14

TYPE OF REPORTING PERSON

IN

 

 

     
 
 
CUSIP No. 67424G101 Page 6 of 10 Pages

 

SCHEDULE

 

This amended Schedule 13D (this “Schedule 13D”) is being filed on behalf of MHC Mutual Conversion Fund, L.P., a Texas limited partnership (the “Fund”), Clover Partners, L.P., a Texas limited partnership and the general partner of the Fund (the “GP”), Clover Investments, L.L.C., a Texas limited liability company and the general partner of the GP (“Clover”), and Michael C. Mewhinney, the principal of Clover (collectively, the “MHC Mutual Conversion Fund Group”), relating to common stock ($0.01 par value) (the “Common Stock”) of OBA Financial Services, Inc., a Maryland corporation (the “Issuer”).

This Schedule 13D relates to Common Stock of the Issuer purchased by the GP through the account of the Fund. The Fund may direct the vote and disposition of the 268,410 shares of Common Stock it holds directly. The GP serves as the investment adviser and general partner to the Fund and may direct the vote and disposition of the 268,410 shares of Common Stock held by the Fund. Clover serves as the general partner of the GP and may direct the GP to direct the vote and disposition of the 268,410 shares of Common Stock held by the Fund. As the manager of Clover, Mewhinney may direct the vote and disposition of the 268,410 shares of Common Stock held by the Fund.

Item 1.Security and Issuer
  
 Securities acquired:          Common Stock
    
 Issuer: OBA Financial Services, Inc.
   20300 Seneca Meadows Parkway
   Germantown, Maryland 20876
Item 2.Identity and Background

(a)         This Schedule 13D is jointly filed by the MHC Mutual Conversion Fund Group. Because Mr. Mewhinney is the manager of Clover, which is the general partner of the GP (with Mr. Mewhinney, the Fund and Clover hereinafter referred to as the “Controlling Persons”), the Controlling Persons may be deemed, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”), to be the beneficial owners of all of the Common Stock held by the Fund.

Each of the persons identified in this Schedule 13D is referred to as a “Reporting Person” and, collectively, as the “Reporting Persons.” Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached as Exhibit 1 to the original Schedule 13D, as filed with the Securities and Exchange Commission on September 25, 2013.

The Reporting Persons are filing this Schedule 13D jointly, as they may be considered a “group” under Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.

 
 
CUSIP No. 67424G101 Page 7 of 10 Pages

 

(b)         The principal place of business for each of the Reporting Persons is 100 Crescent Court, Suite 575, Dallas, TX 75201.

(c)         The principal occupation of Mr. Mewhinney is serving as the managing member of Clover. The principal business of Clover is acting as the general partner of the GP. The principal business of the GP is investment management. The principal business of the Fund is investing in securities.

(d)         During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)         During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)         The Fund, the GP and Clover are organized under the laws of the State of Texas. Mr. Mewhinney is a citizen of the United States of America.

Item 3.Source and Amount of Funds

As of the date of this Schedule 13D, the Fund had invested $4,477,625 (inclusive of brokerage commissions) in Common Stock of the Issuer. The source of these funds was the working capital of the Fund.

Item 4.Purpose of the Transaction

The MHC Mutual Conversion Fund Group purchased the Common Stock for investment purposes. The MHC Mutual Conversion Fund Group’s intent is to influence the policies of the Issuer and assert shareholder rights, with a goal of maximizing the value of the Common Stock. Consistent with its investment purpose, the MHC Mutual Conversion Fund Group has engaged and will continue to engage in communications with one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer (the “Board”), and/or one or more representatives of the Issuer regarding the Issuer, including, but not limited to its business, management, operations, assets, capitalization, financial condition, governance, strategy and future plans.

The MHC Mutual Conversion Fund Group may purchase, sell or transfer Common Stock beneficially owned by it from time to time in public transactions depending on economic considerations and communications with the Issuer. Any such transactions may be effected at any time or from time to time subject to any applicable limitations imposed on the sale of the Common Stock by applicable law.

Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of the Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

 
 
CUSIP No. 67424G101 Page 8 of 10 Pages

 

Item 5.Interest in Securities of the Issuer

(a) - (b) The MHC Mutual Conversion Fund Group beneficially owns 268,410 shares of Common Stock, which represents 6.6% of the Issuer’s outstanding shares of Common Stock. The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D, was calculated by dividing (i) the total number of shares of Common Stock beneficially owned by the MHC Mutual Conversion Fund Group as of October 18, 2013, as set forth in this Schedule 13D, by (ii) the 4,038,006, shares of Common Stock outstanding as of September 20, 2013, according to the Issuer’s Form 10-K filed with the Securities and Exchange Commission on September 27, 2013.

The GP, in its capacity as investment manager and general partner to the Fund has power to vote the 268,410 shares of Common Stock and the power to dispose of the 268,410 shares of Common Stock held in the Fund. Clover, in its capacity as general partner of the GP and Mr. Mewhinney, as the managing member of Clover, may each be deemed to beneficially own the Common Stock held in the Fund.

(c)         Other than the Fund, none of the other Reporting Persons has effected any transactions in the Common Stock since the filing of the initial Schedule 13D. The Fund effected the following transactions:

Date  Number of Shares   Price Per Share     Total Cost 
October 3, 2013   50,000   $18.88   $944,000   

 

The filing of this Schedule 13D shall not be construed as admission that the GP, Clover, or Mr. Mewhinney is for the purposes of Section 13(d) or 13(g) of the Act the beneficial owner of any of the 268,410 shares of Common Stock owned by the Fund. Pursuant to Rule 13d-4, the GP, Clover, and Mr. Mewhinney disclaim all such beneficial ownership.

(d)         No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.

(e)         Not applicable.

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

With respect to the Fund, GP is entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital.

Other than the foregoing agreements and arrangements, and the Joint Filing Agreement, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.

 
 
CUSIP No. 67424G101 Page 9 of 10 Pages

 

Item 7.Material to be Filed as Exhibits
  Exhibit No. Description
     
  Exhibit 1 Joint Filing Agreement by and among the Reporting Persons*
     
  *Previously filed.
 
 
CUSIP No. 67424G101 Page 10 of 10 Pages

 

SIGNATURES

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

Dated: October 18, 2013

  MHC Mutual Conversion Fund, L.P.
   
  By: Clover Partners, L.P.
     
    By: Clover Investments, L.L.C., general partner
     
    By: /s/ John Guerry
    Name: John Guerry
    Title: Principal
     
  Clover Partners, L.P.
   
  By: Clover Investments, L.L.C., general partner
     
    By: /s/ John Guerry
    Name: John Guerry
    Title: Principal
     
  Clover Investments, L.L.C.
   
    By: /s/ John Guerry
    Name: John Guerry
    Title: Principal
     
  /s/ Michael C. Mewhinney
  Michael C. Mewhinney