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. 3)
First United Corporation |
(Name of Issuer) |
Common Stock, par value $0.01 per share
(Title of Class of Securities)
33741H107
(CUSIP Number)
J. Abbott R. Cooper
Driver Management Company LLC
250 Park Avenue
7th Floor
New York, NY 10177
212-572-4811
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 28, 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
Driver 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
360,637 | |
8 | SHARED VOTING POWER
0 | ||
9 | SOLE DISPOSITIVE POWER
360,637 | ||
10 | SHARED DISPOSITIVE POWER
0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,637 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.08%* | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | ||
__________
| * | The percentage calculations herein are based upon an aggregate of 7,105,775 shares of common stock, par value $0.01 per share, of First United Corporation outstanding as of July 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2019. |
| 2 |
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)
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
| 7 | SOLE VOTING POWER
360,637* | |
8 | SHARED VOTING POWER
0 | ||
9 | SOLE DISPOSITIVE POWER
360,637* | ||
10 | SHARED DISPOSITIVE POWER
0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,637 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.08%** | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OOO (Limited Liability Company) | ||
____________
| * | Solely in its capacity as general partner of Driver Opportunity Partners I LP. Driver Management Company LLC disclaims beneficial ownership except to the extent of its pecuniary interest therein. |
|
|
| ** | The percentage calculations herein are based upon an aggregate of 7,105,775 shares of common stock, par value $0.01 per share, of First United Corporation outstanding as of July 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2019. |
| 3 |
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
| 7 | SOLE VOTING POWER
360,637* | |
8 | SHARED VOTING POWER
0 | ||
9 | SOLE DISPOSITIVE POWER
360,637* | ||
10 | SHARED DISPOSITIVE POWER
0 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
360,637 | ||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.08%** | ||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | ||
__________
| * | Mr. Cooper may be deemed to beneficially own and have shared voting and dispositive power over 360.637 shares of common stock as the controlling person of Driver Management Company LLC. 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 7,105,775 shares of common stock, par value $0.01 per share, of First United Corporation outstanding as of July 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2019. |
| 4 |
This amendment No. 3 to Schedule 13D (this “Amendment No.3”) relates to the Schedule 13D filed on September 5, 2019 (as amended and supplemented through the date of this Amendment No. 3, the “Schedule 13D”) by (a) Driver Opportunity Partners I LP, a Delaware limited partnership, (b) Driver Management Company LLC, a Delaware limited liability company, and (c) J. Abbott R. Cooper, citizen of the United States of America, relating to the common stock, par value $0.01 per share (the “Common Stock”), of First United Corporation, a Maryland corporation (“FUNC” or the “Issuer”).
Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings set forth in the Schedule 13D.
Except as specifically amended by this Amendment No. 3, the Schedule 13D is unchanged.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the follow information.
On September 12, Mr. Cooper spoke with Ms. Rodeheaver by phone. Subsequent to that call, Mr. Cooper sent a letter (the “September 13 Letter”, a copy of which is attached as Exbibit 99.6) to Ms, Rodeheaver.
Item 7. Exhibits
Exhibit |
| Description |
| Transactions in Securities of the Issuers During the Past Sixty Days | |
| ||
| ||
| ||
| ||
| ||
|
| 5 |
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.
Dated: September 13, 2019
| Driver Opportunity Partners I LP | |||
|
|
| |
| By: | Driver Management Company LLC, its general partner | |
| By: | /s/ J. Abbott R. Cooper | ||
|
| Name: J. Abbott R. Cooper | |
Title: Managing Member | |||
|
|
|
|
| Driver Management Company LLC |
| |
|
|
| |
| By: | /s/ J. Abbott R. Cooper |
|
Name: J. Abbott R. Cooper | |||
|
| Title: Managing Member |
|
|
|
|
|
| By | /s/ J. Abbott R. Cooper |
|
|
| J. Abbott R. Cooper |
|
6 |
EXHIBIT 99.6
Driver Management Company LLC
September 13, 2019
Chairman of the Board, President & CEO
First United Corporation
19 South Second Street
Oakland, MD 21550
“You keep using that word. I do not think it means what you think it means.” Inigo Montoya, The Princess Bride
Dear Carissa:
“Constructive Dialogue” is a term that I hear from First United with increasing frequency and, based on the dialogue that we have had so far, I do not think it means what you think it means. During Driver’s recent conversations with you, First United has alternated between refusing to answer questions that we believe are of interest to all stakeholders in First United and providing empty platitudes and bromides that appear to be an attempt to cover up for a lack of an actual strategy. This does not constitute “a constructive dialogue,” regardless of how many times you say it does.
Driver Management Company has attempted to engage with you and First United since March 2019. We have communicated our thoughtful and reasoned recommendations in public to make sure that all shareholders benefit from our detailed analysis of First United’s prospects. We welcome your views and have even suggested you engage in a roadshow, together with your advisors, to meet with shareholders such as Driver and engage in a full discussion of First United’s prospects. But First United has said little, done little and seems to me to be on track to engage little with shareholders.
Even worse, First United appears to be intentionally withholding information that you have admitted you believe to be material, such as whether you have engaged third party advisors, who those advisors are and the planned next steps regarding a sale process. First United has an obligation under federal securities laws not to misstate material facts or omit to state material facts when discussing First United’s plans and prospects. It is a shame that Driver has to remind you of your own compliance obligations . . .although this is likely another symptom that your board, with its 15-year plus average tenure, is not able to properly discharge its duty of supervising a publicly traded company. The First United board’s lack of accountability is, we believe, yet more evidence that First United needs to immediately engage a qualified financial advisor and pursue a sale to a larger bank with a responsible board.
You indicated yesterday that First United’s board did not plan to answer any of the questions I asked in my letter on September 4 for weeks.1 These questions, such as “what exactly is your strategy” and “what analyses will you conduct,” seem pretty simple to me, and we’ve been asking them all summer. In our view, a management team and a board that can’t or won’t answer such basic questions when talking to major shareholders is derelict in its fiduciary duties. This sadly appears to be the case at First United, but we hope you prove us wrong before we have to take stronger action on behalf of your long-suffering shareholders.
/s/ Abbott Cooper
Abbott Cooper
Managing Member
Driver Management Company LLC
P.S. We find it inconceivable that First United will not test the market to determine what price it might obtain in a sale.
______________
1 http://www.sec.gov/Archives/edgar/data/763907/000147793219005271/dmc_ex994.htm