0000921895-15-002315.txt : 20151023 0000921895-15-002315.hdr.sgml : 20151023 20151023161734 ACCESSION NUMBER: 0000921895-15-002315 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20151023 DATE AS OF CHANGE: 20151023 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Anchor Bancorp CENTRAL INDEX KEY: 0001448301 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 263356075 STATE OF INCORPORATION: WA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85994 FILM NUMBER: 151173084 BUSINESS ADDRESS: STREET 1: 601 WOODLAND SQUARE LOOP SE CITY: LACEY STATE: WA ZIP: 98503 BUSINESS PHONE: (360) 491-2250 MAIL ADDRESS: STREET 1: 601 WOODLAND SQUARE LOOP SE CITY: LACEY STATE: WA ZIP: 98503 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lawson Joel S. IV CENTRAL INDEX KEY: 0001532603 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 2040 GRUBBS MILL ROAD CITY: BERWYN STATE: PA ZIP: 19312 SC 13D/A 1 sc13da509361002_10232015.htm AMENDMENT NO. 5 TO THE SCHEDULE 13D sc13da509361002_10232015.htm
UNITED STATES
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)

(Amendment No. 5)1

Anchor Bancorp
(Name of Issuer)

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

032838104
(CUSIP Number)
 
JOEL S. LAWSON
2040 Grubbs Mill Road
Berwyn, Pennsylvania 19312
(610) 306-3123

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 21, 2015
(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 that 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 x.

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.


_______________
1              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. 032838104
 
1
NAME OF REPORTING PERSON
 
Joel S. Lawson IV
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
225,000
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
225,000
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
225,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.9%
14
TYPE OF REPORTING PERSON
 
IN

 
2
 
CUSIP NO. 032838104
 
The following constitutes Amendment No. 5 the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On October 21, 2015, the Reporting Person entered into an agreement (the “Agreement”) with the Issuer with respect to certain matters related to the 2015 annual meeting of shareholders (the “2015 Annual Meeting”). The Reporting Person was not eligible to serve as a director pursuant to the Washington residency requirement contained in the Issuer’s bylaws; however, the Reporting Person received approximately 67% of the outstanding shares of the Issuer, in favor of his election to the Board of Directors (the “Board”). Pursuant to the terms of the Agreement, the Issuer agreed to appoint one of two candidates, who are Washington Residents (the “New Director”) chosen by the Reporting Person, to the Issuer’s Board.  Concurrent with the appointment to the Board, the Issuer agreed to appoint the New Director to a new committee of independent members of the Board that will be formed and authorized to evaluate the Issuer’s strategic options, including a potential sale of the Company, and retain an investment banker.
 
The Reporting Person also agreed to vote all Shares beneficially owned by the Reporting Person at the 2015 Annual Meeting in favor of the 2015 Board Nominees and in accordance with the Board’s recommendations on its proposals, including voting for the equity incentive plan. The Reporting Person plans on entering into a standstill agreement with the Issuer subject to certain standstill restrictions during the period from the date of the Agreement until 30 days prior to the deadline for shareholder nominations of directors for election at the 2016 annual meeting of shareholders. Pursuant to the Agreement, the Issuer also will reimburse the expenses incurred by the Reporting Person in connection with the 2015 Annual Meeting for up to $75,000.
 
The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On October 21, 2015 the Reporting Person and the Issuer entered into the Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit:
 
99.1        Agreement by and between Joel S. Lawson IV and Anchor Bancorp, dated October 21, 2015.
 
 
3
 
CUSIP NO. 032838104
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  October 23, 2015


 
/s/ Joel S. Lawson IV
 
Joel S. Lawson IV

 
4
 
 
 EX-99.1 2 ex991to13da509361002_102315.htm AGREEMENT, DATED OCTOBER 21, 2015 ex991to13da509361002_102315.htm
Exhibit 99.1
 
AGREEMENT IN CONNECTION WITH ANCHOR BANCORP ANNUAL MEETING
 

 
This Agreement is made and entered into, as of October 21, 2015, in connection with the Anchor Bancorp 2015 Annual Meeting of Shareholders (“Annual Meeting”), by and between, Joel S. Lawson IV, an individual (“Mr. Lawson”), and Anchor Bancorp, a Washington corporation (“Anchor” or “the Company”). Mr. Lawson and Anchor are referred to collectively as the “parties”.
 
In connection with the Annual Meeting the parties agree as follows:
 
 
(1)
Mr. Lawson will present two candidates for director for selection by the Anchor Board of Directors whose primary residence is the State of Washington and who meet the director qualification requirements under Anchor’s Bylaws to be designated within two weeks after the Annual Meeting.
 
 
(2)
The candidate selected by Anchor  from the two nominees submitted by Mr. Lawson (“New Director”) will be appointed to the Boards of Directors of both Anchor and Anchor Bank promptly subsequent to the candidate being presented by Mr. Lawson for selection to the Board.  If for any reason during the Standstill Period, the New Director resigns or is unable to serve for any reason, Mr. Lawson shall have the right to designate a replacement candidate who will meet the requirements set forth in provision 1 and the Board will appoint such replacement candidate within 5 business days from the date Mr. Lawson presents the replacement candidate to the Board.
 
 
(3)
The New Director, Mr. Lawson and Anchor will enter in a Non-Disclosure Agreement, or comparable agreement, to protect the New Director, Mr. Lawson and Anchor from issues that could arise under the Securities Exchange Act of 1934.
 
 
(4)
The preliminary results of the Annual Meeting will not be finalized by the Inspector of Election until agreement has been reached on items referred to in this Agreement.
 
 
(5)
Mr. Lawson will present his proxies to the Inspector of Election for all effective purposes. The three Anchor director nominees and other Anchor management proposals presented at the Annual Meeting will be supported by Mr. Lawson with respect to the shares he beneficially owns subject to the mutual agreeable resolution of the items referred to in this Agreement.
 
 
(6)
The New Director will also serve as chairman of a new committee of independent members of the Anchor Board of Directors that will be formed to evaluate the Company’s strategic options and methods to maximize shareholder value, including a sale of the Company, such committee to report its findings to the full Board of Directors of the Company.  The Strategy Committee will be authorized to retain on behalf of Anchor a nationally recognized investment bank to perform a full and fair strategic review process.
 
 
(7)
A standstill agreement covering the terms typically and reasonably covered in such agreements will be entered into between Mr. Lawson, the New Director and Anchor and will remain in effect until 30 days before the date that shareholder nominations of directors are due to be submitted for the 2016 Anchor Annual Meeting (the “Standstill Period”).
 
 
(8)
A press release and Form 8-K that are agreed to by Anchor and Mr. Lawson will be prepared announcing the results of the Annual Meeting and the entry into this Agreement.
 
 
(9)
Anchor will reimburse the expenses incurred by Mr. Lawson in connection with the Annual Meeting up to $75,000.
 
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the undersigned and duly authorized officer of the undersigned as of the day and year first above written.
 
   
ANCHOR BANCORP
 
/s/ Joel S. Lawson IV
    
/s/ Jerald L. Shaw
By:
Joel S. Lawson IV
  
By:
Jerald L. Shaw, President and Chief Executive Officer