Alan S. Parsow
|
with a copy to
|
David L. Hefflinger
|
Elkhorn Partners Limited Partnership
|
Jason D. Benson
|
|
2222 Skyline Drive
|
McGrath North Mullin
|
|
Elkhorn, NE 68022
|
& Kratz, PC LLO
|
|
(402) 289-3217
|
Suite 3700 First National Tower
|
|
Omaha, NE 68102
|
||
(402) 341-3070
|
CUSIP NO. 29448T105
|
13D
|
Page 2 of 5 Pages
|
1.
|
Name of Reporting Person
|
2.
|
Check the Appropriate Box if a Member of a Group
|
/X/
|
(a)
|
/ /
|
(b)
|
3.
|
SEC Use Only
|
4.
|
Source of Funds
|
5.
|
Check Box if Disclosure of Legal Proceedings is Required
|
6.
|
Citizenship or Place of Organization
|
7. Sole Voting Power
|
|
Number of
|
|
Shares
|
8. Shared Voting Power
|
Beneficially
|
|
Owned by
|
0
|
Reporting
|
|
Person
|
9. Sole Dispositive Power
|
With
|
|
326,406 Shares
|
|
10. Shared Dispositive Power
|
|
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
12.
|
Check Box if Aggregate Amount in Row 11 Excludes Certain
|
13.
|
Percent of Class Represented by Amount in Row 11
|
14.
|
Type of Reporting Person
|
CUSIP NO. 29448T105
|
13D
|
Page 3 of 5 Pages
|
·
|
Mr. Hoffmaster - The nominee has been retired during the past five years, but served in various roles with InfoUSA between 1987 and 1998, including President, Chief Operating Officer, Chief Financial Officer, Vice Chairman and Director. From 1980 to 1987, the nominee was President and Chief Executive Officer of First National Bank of Bellevue, Nebraska. He was also part of a small group that bought and sold two banks between 1980 and 1994 (Farmers Savings Bank – Halbur, Iowa and Griswold State Bank – Griswold, Iowa). The nominee started his career in 1972 as a bank examiner with the Nebraska Department of Banking and has experience serving on multiple for-profit and non-profit boards. Through this experience, the nominee's attributes and skills include an expertise in mergers and acquisitions, banking, finance, accounting, tax and governance matters.
|
·
|
Mr. Mullen - The nominee has been a Principal of Hancock & Dana, PC since 1985. Hancock & Dana, PC is a certified public accounting and consulting firm. The nominee has over 35 years of experience with mergers and acquisitions, tax matters and accounting matters.
|
·
|
Mr. Parsow – The nominee has been the sole owner and manager of Parsow Management LLC, the General Partner of the Partnership, since 2001. Parsow Management LLC is an investment adviser registered with the Securities and Exchange Commission. The nominee has been advising private funds on a full-time basis since 1972 and served on the board of directors of Penn Treaty American Corporation from 2008 to 2012 and served on the board of trustees of 29 funds in the fund complex for HSBC Global Asset Management
|
CUSIP NO. 29448T105
|
13D
|
Page 4 of 5 Pages
|
CUSIP NO. 29448T105
|
13D
|
Page 5 of 5 Pages
|
1.
|
Name: Elkhorn Partners Limited Partnership.
|
2.
|
Record and Business Address: 2222 Skyline Drive, Elkhorn, NE 68022.
|
·
|
Jon D. Hoffmaster (Age 70)
|
·
|
Sean T. Mullen (Age 61)
|
·
|
Alan S. Parsow (Age 68)
|
·
|
Mr. Hoffmaster – 317 South 92nd Street, Omaha, NE 68114 (business and residence).
|
·
|
Mr. Mullen - 12829 West Dodge Road, Suite 100, Omaha, NE 68154 (business) and 639 N. 157th Circle, Omaha, NE 68118 (residence).
|
·
|
Mr. Parsow – 2222 Skyline Drive, Elkhorn, NE 68022 (business and residence).
|
·
|
Mr. Hoffmaster - The Nominee has been retired during the past five years, but served in various roles with InfoUSA between 1987 and 1998, including President, Chief Operating Officer, Chief Financial Officer, Vice Chairman and Director. From 1980 to 1987, the Nominee was President and Chief Executive Officer of First National Bank of Bellevue, Nebraska. He was also part of a small group that bought and sold two banks between 1980 and 1994 (Farmers Savings Bank – Halbur, Iowa and Griswold State Bank – Griswold, Iowa). The Nominee started his career in 1972 as a bank examiner with the Nebraska Department of Banking and has experience serving on multiple for-profit and non-profit boards. Through this experience, the Nominee's attributes and skills include an expertise in mergers and acquisitions, banking, finance, accounting, tax and governance matters. None of the Nominee's previous employers was a parent, subsidiary or other affiliate of Equitable.
|
·
|
Mr. Mullen - The Nominee has been a Principal of Hancock & Dana, PC since 1985. Hancock & Dana, PC is a certified public accounting and consulting firm and is not a parent, subsidiary or other affiliate of Equitable. The Nominee has over 35 years of experience with mergers and acquisitions, tax matters and accounting matters.
|
·
|
Mr. Parsow – The Nominee has been the sole owner and manager of Parsow Management LLC, the General Partner of the Partnership, since 2001. Parsow Management LLC is an investment adviser registered with the Securities and Exchange Commission and is not a parent, subsidiary or other affiliate of Equitable. The Nominee has been advising private funds on a full-time basis since 1972 and served on the board of directors of Penn Treaty American Corporation from 2008 to 2012 and served on the board of trustees of 29 funds in the fund complex for HSBC Global Asset Management (USA) Inc. from 1987 to 2014. Through this experience, the Nominee's attributes and skills include an expertise in investments, mergers and acquisitions and governance matters.
|
·
|
Mr. Hoffmaster - None.
|
·
|
Mr. Mullen – Hancock & Dana, PC; Eight Ball LLC; MPP LLC; West Dodge LLC; and Maple CLVI, LLC.
|
·
|
Mr. Parsow – Parsow Management LLC; and Elkhorn Partners Limited Partnership.
|
·
|
Mr. Hoffmaster – None.
|
·
|
Mr. Mullen – Independent Network Insurance Company of New York (since 2012), Penn Treaty American Corporation (since 2009) and American Network Insurance Company (since 2012).
|
·
|
Mr. Parsow – 29 funds in the fund complex for HSBC Global Asset Management (USA) Inc. (1987 to 2014).
|
ELKHORN PARTNERS LIMITED PARTNERSHIP
By: Parsow Management LLC, General Partner
By: /s/ Alan S. Parsow
Alan S. Parsow
Sole Manager
|
/s/ Jon D. Hoffmaster
|
|
Jon D. Hoffmaster
|
/s/ Sean T. Mullen
|
|
Sean T. Mullen
|
/s/ Alan S. Parsow
|
|
Alan S. Parsow
|
Date
|
Purchase / Sale
|
Security
|
Shares
|
Price ($)
|
||||
8/30/2016
|
Purchase
|
Common Stock
|
5,000
|
8.66
|
||||
8/30/2016
|
Purchase
|
Common Stock
|
1,400
|
8.66
|
||||
9/2/2016
|
Purchase
|
Common Stock
|
100
|
8.36
|
||||
9/6/2016
|
Purchase
|
Common Stock
|
114
|
8.36
|
||||
9/7/2016
|
Purchase
|
Common Stock
|
707
|
8.36
|
||||
9/8/2016
|
Purchase
|
Common Stock
|
551
|
8.36
|
||||
9/9/2016
|
Purchase
|
Common Stock
|
1,314
|
8.36
|
||||
9/14/2016
|
Purchase
|
Common Stock
|
262
|
8.42
|
||||
9/15/2016
|
Purchase
|
Common Stock
|
1,452
|
8.40
|
||||
9/26/2016
|
Purchase
|
Common Stock
|
521
|
8.72
|
||||
9/28/2016
|
Purchase
|
Common Stock
|
138
|
8.41
|
||||
10/7/2016
|
Purchase
|
Common Stock
|
1,779
|
8.45
|
||||
10/18/2016
|
Purchase
|
Common Stock
|
500
|
8.70
|
||||
10/24/2016
|
Purchase
|
Common Stock
|
962
|
8.66
|
||||
10/31/2016
|
Purchase
|
Common Stock
|
400
|
8.79
|
||||
11/3/2016
|
Purchase
|
Common Stock
|
250
|
8.70
|
||||
11/16/2016
|
Purchase
|
Common Stock
|
300
|
8.85
|
||||
12/6/2016
|
Sale
|
Common Stock
|
(800)
|
9.62
|
||||
12/30/2016
|
Purchase
|
Common Stock
|
750
|
9.79
|
||||
1/10/2017
|
Sale
|
Common Stock
|
(400)
|
10.15
|
||||
2/7/2017
|
Purchase
|
Common Stock
|
600
|
9.95
|
||||
2/14/2017
|
Purchase
|
Common Stock
|
300
|
10.00
|
||||
3/2/2017
|
Sale
|
Common Stock
|
(800)
|
10.25
|
||||
3/6/2017
|
Purchase
|
Common Stock
|
118
|
9.90
|
||||
3/7/2017
|
Sale
|
Common Stock
|
(1,118)
|
10.25
|
||||
3/14/2017
|
Sale
|
Common Stock
|
(800)
|
10.25
|
||||
4/6/2017
|
Sale
|
Common Stock
|
(1,370)
|
10.36
|
||||
4/19/2017
|
Sale
|
Common Stock
|
(500)
|
10.50
|
||||
4/28/2017
|
Purchase
|
Common Stock
|
370
|
10.44
|
||||
5/5/2017
|
Sale
|
Common Stock
|
(656)
|
10.50
|
||||
5/9/2017
|
Purchase
|
Common Stock
|
756
|
10.25
|
||||
5/16/2017
|
Sale
|
Common Stock
|
(15)
|
10.60
|
||||
5/18/2017
|
Sale
|
Common Stock
|
(100)
|
10.60
|
||||
5/19/2017
|
Purchase
|
Common Stock
|
815
|
10.40
|
||||
5/22/2017
|
Sale
|
Common Stock
|
(11)
|
10.60
|
||||
5/23/2017
|
Purchase
|
Common Stock
|
506
|
10.28
|
||||
5/30/2017
|
Purchase
|
Common Stock
|
1,400
|
10.18
|
||||
6/2/2017
|
Purchase
|
Common Stock
|
400
|
10.20
|
||||
6/5/2017
|
Purchase
|
Common Stock
|
286
|
10.13
|
||||
6/12/2017
|
Purchase
|
Common Stock
|
7
|
10.00
|
||||
6/14/2017
|
Purchase
|
Common Stock
|
300
|
10.10
|
||||
6/15/2017
|
Purchase
|
Common Stock
|
636
|
9.95
|
||||
6/26/2017
|
Purchase
|
Common Stock
|
29
|
9.90
|
||||
6/28/2017
|
Purchase
|
Common Stock
|
50
|
9.85
|
||||
6/30/2017
|
Purchase
|
Common Stock
|
3,520
|
10.15
|
||||
7/11/2017
|
Purchase
|
Common Stock
|
329
|
10.19
|
||||
7/13/2017
|
Purchase
|
Common Stock
|
110
|
10.05
|
||||
7/14/2017
|
Purchase
|
Common Stock
|
247
|
10.20
|
||||
7/26/2017
|
Purchase
|
Common Stock
|
325
|
10.17
|
||||
7/28/2017
|
Purchase
|
Common Stock
|
1,412
|
10.17
|
||||
7/31/2017
|
Purchase
|
Common Stock
|
454
|
10.20
|
||||
8/29/2017
|
Purchase
|
Common Stock
|
500
|
10.10
|
||||
8/31/2017
|
Purchase
|
Common Stock
|
500
|
10.20
|
||||
9/25/2017
|
Sale
|
Common Stock
|
(453)
|
10.30
|
||||
9/27/2017
|
Sale
|
Common Stock
|
(500)
|
10.35
|
||||
10/31/2017
|
Purchase
|
Common Stock
|
214
|
10.39
|
||||
11/7/2017
|
Purchase
|
Common Stock
|
500
|
10.14
|
||||
11/16/2017
|
Purchase
|
Common Stock
|
32
|
10.10
|
||||
12/8/2017
|
Purchase
|
Common Stock
|
41
|
10.25
|
||||
12/12/2017
|
Purchase
|
Common Stock
|
500
|
10.30
|
||||
12/19/2017
|
Sale
|
Common Stock
|
(8)
|
10.60
|
||||
2/1/2018
|
Sale
|
Common Stock
|
(3)
|
10.95
|
||||
2/2/2018
|
Sale
|
Common Stock
|
(423)
|
10.90
|
||||
2/12/2018
|
Purchase
|
Common Stock
|
1,400
|
10.76
|
||||
2/21/2018
|
Purchase
|
Common Stock
|
3,200
|
10.70
|
||||
2/26/2018
|
Purchase
|
Common Stock
|
2,000
|
10.70
|
||||
3/7/2018
|
Purchase
|
Common Stock
|
100
|
10.50
|
||||
3/8/2018
|
Purchase
|
Common Stock
|
2,119
|
10.50
|
||||
3/8/2018
|
Purchase
|
Common Stock
|
100
|
10.50
|
||||
3/12/2018
|
Purchase
|
Common Stock
|
4
|
10.45
|
||||
3/13/2018
|
Purchase
|
Common Stock
|
3,368
|
10.53
|
||||
4/19/2018
|
Purchase
|
Common Stock
|
200
|
10.50
|
||||
4/20/2018
|
Purchase
|
Common Stock
|
52
|
10.40
|
||||
5/2/2018
|
Purchase
|
Common Stock
|
107
|
10.45
|
||||
5/7/2018
|
Purchase
|
Common Stock
|
650
|
10.47
|
||||
5/7/2018
|
Purchase
|
Common Stock
|
587
|
10.45
|
||||
5/8/2018
|
Purchase
|
Common Stock
|
200
|
10.40
|
||||
5/23/2018
|
Purchase
|
Common Stock
|
25
|
10.40
|
||||
5/24/2018
|
Purchase
|
Common Stock
|
2,500
|
10.35
|
||||
7/11/2018
|
Purchase
|
Common Stock
|
1,394
|
10.17
|
(a)
|
breached a fiduciary duty involving personal profit; or
|
(b)
|
committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.
|
[NAME OF NOMINEE]
|
Notary Public
|