the Securities Exchange Act of 1934 (Amendment
No. )
On February 24, 2014, Joseph Stilwell and affiliated entities
filed Amendment No. 7 to their Schedule 13D relating to Poage Bankshares, Inc., 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 JOSEPH STILWELL AND OTHER PARTICIPANTS FROM THE STOCKHOLDERS OF POAGE
BANKSHARES, INC. FOR USE AT ITS 2014 ANNUAL MEETING OF STOCKHOLDERS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY
STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF POAGE BANKSHARES, INC. AND WILL ALSO BE AVAILABLE AT NO CHARGE
AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.
(Amendment No. 7)
Mr. Joseph Stilwell
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.
¨
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).
Item 3. Source and Amount of Funds or Other
Consideration
No shares of Common
Stock have been purchased by the Group since the filing of the Sixth Amendment. All purchases of shares of Common Stock made by
the Group using funds borrowed from Morgan Stanley or Fidelity Brokerage Services LLC, if any, were made in margin transactions
on their usual terms and conditions. All or part of the shares of Common Stock owned by members of the Group may from time to time
be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of
the Group. Such loans generally bear interest at a rate based on the broker's call rate from time to time in effect. Such indebtedness,
if any, may be refinanced with other banks or broker-dealers.
Item 4. Purpose
of Transaction
We are filing this
Seventh Amendment to announce that we have taken the steps necessary to nominate an individual for election as a director at the
Issuer's 2014 annual meeting of stockholders. We have lost confidence in the board and management and believe the Issuer should
be sold to maximize shareholder value.
Copies of agreements
with our nominee and alternate nominee are attached as Exhibits 6 and 7 to this Seventh Amendment.
Our purpose in acquiring
shares of Common Stock of the Issuer is to profit from the appreciation in the market price of the shares of Common Stock through
asserting shareholder rights. We do not believe the value of the Issuer’s assets is adequately reflected in the current market
price of the Issuer’s Common Stock.
In our view, the Issuer's
recent decision to buy another bank at a premium to tangible book value instead of repurchasing its own shares at a substantial
discount to tangible book value was foolish, misguided and shows that the current board is not focused on maximizing shareholder
value. We intend to seek board representation with the goal of maximizing shareholder value.
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THIS SEVENTH AMENDMENT MAY BE DEEMED TO BE SOLICITATION MATERIAL
IN RESPECT OF THE SOLICITATION OF PROXIES BY THE GROUP FROM THE ISSUER'S STOCKHOLDERS IN CONNECTION WITH THE ISSUER'S 2014 ANNUAL
MEETING. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATING TO THE SOLICITATION BY JOSEPH STILWELL
AND OTHER PARTICIPANTS OF PROXIES FROM THE ISSUER'S STOCKHOLDERS FOR USE AT THE ISSUER'S 2014 ANNUAL MEETING OF STOCKHOLDERS 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 STOCKHOLDERS OF THE ISSUER
AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION
RELATING TO THE PARTICIPANTS IN OUR PROXY SOLICITATION IS INCLUDED IN APPENDIX A HERETO AND INCORPORATED BY REFERENCE HEREIN.
Since 2000, affiliates
of the Group have filed Schedule 13Ds to report greater than five percent positions in 49 other publicly traded companies. For
simplicity, these affiliates are referred to as the “Group”, “we”, “us”, or “our.”
In each instance, our purpose has been to profit from the appreciation in the market price of the shares we held by asserting shareholder
rights. In each situation, we believed that the values of the companies’ assets were not adequately reflected in the market
prices of their shares. The filings are described below.
On May 1, 2000, we
filed a Schedule 13D to report a position in Security of Pennsylvania Financial Corp. ("SPN"). We scheduled a meeting
with senior management to discuss ways to maximize the value of SPN's assets. On June 2, 2000, prior to the scheduled meeting,
SPN and Northeast Pennsylvania Financial Corp. announced SPN's acquisition. We then sold our shares on the open market.
On July 7, 2000, we
filed a Schedule 13D to report a position in Cameron Financial Corporation ("Cameron"). We exercised our shareholder
rights by, among other things, requesting that Cameron management hire an investment banker, demanding Cameron's list of shareholders,
meeting with Cameron's management, demanding that Cameron invite our representatives to join the board, writing to other Cameron
shareholders to express our dismay with management's inability to maximize shareholder value and publishing that letter in the
local press. On October 6, 2000, Cameron announced its sale to Dickinson Financial Corp., and we sold our shares on the open market.
On January 4, 2001,
following the announcement by Community Financial Corp. ("CFIC") of the sale of two of its four subsidiary banks and
its intention to sell one or more of its remaining subsidiaries, we filed a Schedule 13D to report our position. We reported that
we acquired CFIC stock for investment purposes. On January 25, 2001, CFIC announced the sale of one of its remaining subsidiaries.
We then announced our intention to run an alternate slate of directors at the 2001 annual meeting if CFIC did not sell the remaining
subsidiary by then. On March 27, 2001, we wrote to CFIC confirming that CFIC had agreed to meet with one of our proposed nominees
to the board. On March 30, 2001, before our meeting took place, CFIC announced its merger with First Financial Corporation, and
we sold our shares on the open market.
On February 23, 2001,
we filed a Schedule 13D to report a position in Montgomery Financial Corporation ("Montgomery"). On April 20, 2001, we
met with Montgomery's management, and suggested that they maximize shareholder value by selling the institution. We also informed
management that we would run an alternate slate of directors at the 2001 annual meeting unless Montgomery were sold. Eleven days
after we filed our Schedule 13D, however, Montgomery's board amended its bylaws to make it more difficult for us to run an alternate
slate by limiting the pool of potential nominees to local persons with a banking relation and shortening the deadline to nominate
an alternate slate. We located qualified nominees under the restrictive bylaw provisions and noticed our slate within the deadline.
On June 5, 2001, Montgomery announced that it had hired a banker to explore a sale. On July 24, 2001, Montgomery announced its
merger with Union Community Bancorp.
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On June 14, 2001, we
filed a Schedule 13D reporting a position in HCB Bancshares, Inc. ("HCBB"). On September 4, 2001, we reported that we
had entered into a standstill agreement with HCBB, under which HCBB agreed to: (a) add a director selected by us, (b) consider
conducting a Dutch tender auction, (c) institute annual financial targets, and (d) retain an investment banker to explore alternatives
if it did not achieve the financial targets. On October 22, 2001, our nominee, John G. Rich, Esq., was named to the board. On January
31, 2002, HCBB announced a modified Dutch tender auction to repurchase 20% of its shares. Although HCBB's outstanding share count
decreased by 33% between the filing of our original Schedule 13D and August 2003, HCBB did not achieve the financial target. On
August 12, 2003, HCBB announced it had hired a banker to assist in exploring alternatives for maximizing shareholder value, including
a sale. On January 14, 2004, HCBB announced its sale to Rock Bancshares Inc. and we sold our shares on the open market.
On December 15, 2000,
we filed a Schedule 13D reporting a position in Oregon Trail Financial Corp. ("OTFC"). In January 2001, we met with the
management of OTFC to discuss our concerns that management was not maximizing shareholder value, and we proposed that OTFC voluntarily
place our nominees on the board. OTFC rejected our proposal, and we announced our intention to solicit proxies to elect a board
nominee. We demanded OTFC's shareholder list, but it refused. We sued OTFC in Baker County, Oregon, and the court ruled in our
favor and sanctioned it. We also sued two OTFC directors alleging that one had violated OTFC's residency requirement and that the
other had committed perjury. Both suits were dismissed pre-trial but we filed an appeal in one suit and were permitted to re-file
the other suit in state court. On August 16, 2001, we started soliciting proxies to elect Kevin D. Padrick, Esq. to the board.
We argued in our proxy materials that OTFC should have repurchased its shares at prices below book value. OTFC announced the hiring
of an investment banker. Then, the day after the 9/11 attacks, OTFC sued us in Portland, Oregon and moved to invalidate our proxies;
the court denied the motion and the election proceeded.
On October 12, 2001,
OTFC's shareholders elected our candidate by a 2-1 margin. In the five months after the filing of our first proxy statement (i.e.,
from August 1, 2001 through December 31, 2001), OTFC repurchased approximately 15% of its shares. On March 12, 2002, we entered
into a standstill agreement with OTFC. OTFC agreed to: (a) achieve annual targets for return on equity, (b) reduce their current
capital ratio, (c) obtain advice from an investment banker regarding annual 10% stock repurchases, (d) re-elect our director to
the board, (e) reimburse a portion of our expenses, and (f) withdraw their lawsuit. On February 24, 2003, OTFC and FirstBank NW
Corp. announced their merger, and we sold substantially all of our shares on the open market.
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On November 25, 2002,
we filed a Schedule 13D reporting a position in American Physicians Capital, Inc. ("ACAP"). The Schedule 13D disclosed
that on January 18, 2002, Michigan's insurance department had approved our request to solicit proxies to elect two directors to
ACAP's board. On January 29, 2002, we noticed our intention to nominate two directors at the 2002 annual meeting. On February 20,
2002, we entered into a three-year standstill agreement with ACAP, providing for ACAP to add our nominee to its board. ACAP also
agreed to consider using a portion of its excess capital to repurchase ACAP's shares in each of the fiscal years 2002 and 2003
so that its outstanding share count would decrease by 15% for each of those years. In its 2002 fiscal year, ACAP repurchased 15%
of its outstanding shares; these repurchases were highly accretive to per-share book value. On November 6, 2003, ACAP announced
a reserve charge and that it would explore options to maximize shareholder value. It also announced that it would exit the healthcare
and workers' compensation insurance businesses. ACAP then announced that it had retained Sandler O'Neill & Partners, L.P.,
to assist the board. On December 2, 2003, ACAP announced the early retirement of its President and CEO. On December 23, 2003, ACAP
named R. Kevin Clinton its new President and CEO. On June 24, 2004, ACAP announced that it had decided that the best means to maximize
shareholder value would be to shed non-core businesses and focus on its core business line in its core markets. We increased our
holdings in ACAP, and we announced that we intended to seek additional board representation. On November 10, 2004, ACAP invited
Mr. Stilwell to sit on the board, and we entered into a new standstill agreement. This agreement was terminated in November 2007,
with our nominees remaining on ACAP's board. On May 8, 2008, our nominees were re-elected to three-year terms expiring in 2011.
On passage of federal healthcare legislation in 2010, ACAP became concerned about the fundamentals of its business and promptly
acted to assess its strategic alternatives. On October 22, 2010, ACAP was acquired by The Doctors Company.
On June 30, 2003, we
filed a Schedule 13D reporting a position in FPIC Insurance Group, Inc. ("FPIC"). On August 12, 2003, Florida's insurance
department approved our request to hold more than 5% of FPIC's shares, to solicit proxies to hold board seats, and to exercise
shareholder rights. On November 10, 2003, FPIC invited our nominee, John G. Rich, Esq., to join the board and we signed a confidentiality
agreement. On June 7, 2004, we disclosed that because FPIC's management had taken steps to increase shareholder value and because
its market price increased and reflected fair value in our estimation, we sold our shares on the open market, decreasing our holdings
below five percent. Our nominee was invited to remain on the board after we sold our stake.
On March 29, 2004,
we filed a Schedule 13D reporting a position in Community Bancshares, Inc. ("COMB"). We disclosed our intention to meet
with COMB's management and evaluate management's progress in resolving its regulatory issues, lawsuits, problem loans, and non-performing
assets, and that we would likely support management if it effectively addressed COMB's challenges. On November 21, 2005, we amended
our Schedule 13D and stated that although we believed that COMB's management had made good progress, COMB's return on equity would
likely remain below average for the foreseeable future, and it should therefore be sold. On November 21, 2005, we also stated that
if COMB did not announce a sale before our deadline to solicit proxies for the next annual meeting, we would solicit proxies to
elect our own slate. On January 6, 2006, we disclosed the names of our three board nominees. On May 1, 2006, COMB announced its
sale to The Banc Corporation, and we sold our shares on the open market.
On June 20, 2005, we
filed a Schedule 13D reporting a position in Prudential Bancorp, Inc. of Pennsylvania ("PBIP"). Most of PBIP's shares
are held by the Prudential Mutual Holding Company (the "MHC"), which is controlled by PBIP's board. The MHC controls
most corporate decisions coming up for a shareholder vote, such as the election of directors. But regulations promulgated by the
FDIC previously barred the MHC from voting on PBIP's management stock benefit plans, and PBIP's IPO prospectus indicated that the
MHC would not vote on the plans. We announced in August 2005 that we would solicit proxies to oppose adoption of the plans as a
referendum to place Mr. Stilwell on the board. PBIP decided not to put the plans up for a vote at the 2006 annual meeting.
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In December 2005, we
solicited proxies to withhold votes on the election of directors as a referendum to place Mr. Stilwell on the board. At the 2006
annual meeting, 71% of PBIP's voting public shares were withheld from voting on management's nominees.
On April 6, 2006, PBIP
announced that just after we had filed our Schedule 13D, it had secretly solicited a letter from an FDIC staffer (which it concealed
from the public) that the MHC would be allowed to vote in favor of the plans. PBIP also announced a special meeting to vote on
the plans. We alerted the Board of Governors of the Federal Reserve System (the "Fed") about this announcement, and PBIP
was directed to seek Fed approval before adopting the plans. On April 19, 2006, PBIP postponed the special meeting. The Fed subsequently
followed the FDIC's position in September 2006. In December 2006, we solicited proxies to withhold votes on the election of PBIP's
directors at the 2007 annual meeting. At the meeting, 75% of PBIP's voting public shares were withheld. Also during the annual
meeting, PBIP's President and Chief Executive Officer, in response to a question posed by Mr. Stilwell, was unable to state the
meaning of per share return on equity. On March 7, 2007, we disclosed that we were publicizing the results of PBIP's elections
and its directors' unwillingness to hold a democratic vote on the stock plans by placing billboard advertisements throughout Philadelphia.
In December 2007, we
filed proxy materials for the solicitation of proxies to withhold votes on the election of PBIP's directors at the 2008 annual
meeting of shareholders. At the February 4, 2008 annual meeting, an average of 77% of PBIP's voting public shares withheld their
votes. Excluding shares held in PBIP's ESOP, an average of 88% of the voting public shares withheld their votes in this election.
On October 4, 2006,
we sued PBIP, the MHC, and the directors of PBIP and the MHC in federal court in Philadelphia seeking an order to prevent the MHC
from voting in favor of the plans. On August 15, 2007, the court dismissed some claims, but sustained our cause of action against
the MHC as majority shareholder of PBIP for breach of fiduciary duties. Discovery proceeded and all the directors were deposed.
Both sides moved for summary judgment, but the court ordered the case to trial which was scheduled for June 2008. On May 22, 2008,
we voluntarily discontinued the lawsuit after determining that it would be more effective and appropriate to pursue the directors
on a personal basis in a derivative action. On June 11, 2008, we filed a notice to appeal certain portions of the lower court's
August 15, 2007 order dismissing portions of the lawsuit.
We entered into a settlement
agreement and an expense agreement with PBIP in November 2008 under which we agreed to support PBIP's stock benefit plans, drop
our litigation and withdraw our shareholder demand, and generally support management, and, in exchange, PBIP agreed, subject to
certain conditions, to repurchase up to 3 million of its shares (including shares previously purchased), reimburse a portion of
our expenses, and either adopt a second step conversion or add our nominee who meets certain qualification requirements to its
board if the repurchases were not completed by a specified time.
On March 5, 2010, we
reported that our ownership in PBIP had dropped below 5 percent as a result of open market sales and sales of common stock to PBIP.
On January 19, 2006,
we filed a Schedule 13D reporting a position in SCPIE Holdings Inc. ("SKP"). We announced we would run our slate of directors
at the 2006 annual meeting and demanded SKP's shareholder list. SKP initially refused to timely produce the list, but did so after
we sued it in Delaware Chancery Court. We engaged in a proxy contest at the 2006 annual meeting, but SKP's directors were elected.
On December 14, 2006, SKP agreed to place Mr. Stilwell on the board. On October 16, 2007, Mr. Stilwell resigned from SKP's board
after it approved a sale of SKP that Mr. Stilwell believed was an inferior offer. We solicited shareholder proxies in opposition
to the proposed sale; however, the sale was approved.
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On July 27, 2006, we
filed a Schedule 13D reporting a position in Roma Financial Corp. ("ROMA"). Prior to its acquisition by Investors Bancorp,
Inc., in December 2013, nearly 70% of ROMA's shares were held by a mutual holding company (like PBIP, WMPN and NECB) controlled
by ROMA's board. In April 2007, we engaged in a proxy solicitation at ROMA's first annual meeting, urging shareholders to withhold
their vote from management's slate. ROMA did not put their stock benefit plans up for a vote at that meeting. We then met with
ROMA management. In the four months after ROMA became eligible to repurchase its shares, it promptly announced and substantially
completed repurchases of 15% of its publicly held shares, which were accretive to shareholder value. In our judgment, management
came to understand the importance of proper capital allocation. Based on ROMA management's prompt implementation of shareholder-friendly
capital allocation plans, we supported management's adoption of stock benefit plans at the 2008 shareholder meeting, and we sold
our shares in the open market.
On November 5, 2007,
we filed a Schedule 13D reporting a position in Northeast Community Bancorp, Inc. ("NECB"). A majority of NECB's shares
are held by a mutual holding company (like PBIP and WMPN) controlled by NECB's board. We presented a model stock benefit plan to
management that we would support based on a vesting schedule that more closely aligns management's interests to shareholder returns.
NECB’s management responded to the proposal with a form letter. On July 1, 2010, we delivered a written demand to NECB demanding
to inspect its shareholder list. On July 22, 2010, NECB announced its first ever share repurchase plan. NECB, however, refused
to supply us with the shareholder list. Therefore, on July 23, 2010, we sued NECB in federal court in New York seeking an order
compelling compliance. On August 31, 2010, NECB produced the list of shareholders to us and we dismissed the lawsuit. We have written
to shareholders expressing our belief that NECB’s directors have not properly overseen management. On October 3, 2011, we
sent a letter to NECB's board of directors demanding that NECB expand the board with disinterested directors to consider a second
step conversion. On November 2, 2011, we filed a lawsuit in New York state court against NECB, the mutual holding company and their
boards of directors, personally and derivatively, for breach of fiduciary duty arising out of failure to fairly consider a second
step conversion. On November 16, 2011, we sent a letter to the Securities and Exchange Commission arguing that Part II, Item 1
of NECB's Form 10-Q, filed on November 14, 2011, is misleading in regards to our lawsuit. On October 21, 2013, the court denied
NECB's motion to dismiss our lawsuit and the case will proceed.
On May 23, 2008, we
filed a Schedule 13D reporting a position in William Penn Bancorp, Inc. ("WMPN"). A majority of WMPN's shares are held
by a mutual holding company (like PBIP and NECB) controlled by WMPN's board. We hope to work with management in maximizing shareholder
value. We provided a PowerPoint presentation to management regarding our views on capital allocation.
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On May 30, 2008, we
filed a Schedule 13D reporting a position in Malvern Federal Bancorp, Inc. ("MLVF"). When we announced our reporting
position, a majority of MLVF's shares were held by a mutual holding company (like PBIP, WMPN and NECB) controlled by MLVF's board.
On October 26, 2010, we demanded that MLVF pursue a derivative action against its directors for breach of their fiduciary duties.
MLVF failed to pursue the action and, on June 3, 2011, we sued MLVF's directors demanding that the court, among other things, order
the directors to properly consider pursuing a second step conversion. On November 9, 2011, The Honorable Judge Howard F. Riley,
Jr., overruled the director defendants' preliminary objections to the derivative lawsuit. On January 17, 2012, MLVF announced its
intention to undertake a second step conversion and we withdrew the lawsuit. The conversion and stock offering were completed on
October 11, 2012, and our shares were converted into shares of Malvern Bancorp, Inc. On September 5, 2013, we notified MLVF of
our intention to nominate John P. O'Grady for election as a director at its 2014 annual meeting, but we later reached an agreement
with MLVF for Mr. O'Grady to join its board of directors.
On November 7, 2008,
we filed a Schedule 13D reporting a position in Kingsway Financial Services Inc. ("KFS"). We requested a meeting with
its CEO and chairman to discuss ways to maximize shareholder value and minimize both operational and balance sheet risks, but the
CEO was unresponsive. We then requisitioned a special shareholder meeting to remove the CEO and chairman from the KFS board and
replace them with our two nominees. On January 7, 2009, we entered into a settlement agreement with KFS whereby, among other things,
the CEO resigned from the KFS board and KFS expanded its board from nine to ten seats and appointed our nominees to fill the two
vacant seats on the board. By April 23, 2009, the board was reconstituted with just three of the original ten legacy directors
remaining. Also, Joseph Stilwell was appointed to fill the vacancy created by the resignation of one of our nominees, Larry G.
Swets, Jr., and our other nominee, Spencer L. Schneider, was elected chairman of the board. In addition, the CEO and CFO were fired
for incompetence and insubordination. By November 3, 2009, all of the legacy directors had resigned from the board. On May 27,
2010, Mr. Stilwell and Mr. Schneider were re-elected to the board. On June 1, 2010, Mr. Swets was appointed CEO. During the time
the Group has had board representation, KFS has sold non-core assets, repurchased public debt at a discount to face value, sold
a credit-sensitive asset, disposed of its subsidiary Lincoln General, substantially reduced its expenses, and reduced other balance
sheet and operations risks.
On December 29, 2008,
we filed a Schedule 13D reporting a position in First Savings Financial Group, Inc. ("FSFG"). We met with management
in New York. FSFG announced a stock repurchase plan and began repurchasing its shares. In December 2009, we reported that our beneficial
ownership in the outstanding FSFG common stock had fallen below 5 percent.
On March 12, 2009,
we filed a Schedule 13D reporting a position in Alliance Bancorp, Inc. of Pennsylvania ("ALLB"). When we announced our
reporting position, a majority of ALLB's shares were held by a mutual holding company (like PBIP, WMPN and NECB) controlled by
ALLB's board. However, on August 11, 2010, ALLB announced its intention to undertake a second step offering, selling all shares
to the public. The plan of conversion and reorganization was approved by depositors at a special meeting held December 29, 2010.
We strongly supported ALLB’s action. Following completion of the conversion of Alliance Bank from the mutual holding company
structure to the stock holding company structure, we increased our stake with the belief that shareholders and ALLB will do well
if management focuses on profitability.
On September 24, 2010,
we filed a Schedule 13D reporting a position in FedFirst Financial Corporation ("FFCO"). We hope to work with management
and the board to maximize shareholder value.
On October 8, 2010,
we filed a Schedule 13D reporting a position in Wayne Savings Bancshares, Inc. ("WAYN"). We hope to work with management
and the board to maximize shareholder value.
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On October 18, 2010,
we filed a Schedule 13D reporting a position in Standard Financial Corp. ("STND"). On March 19, 2013, we disclosed that
we sold shares on the open market, decreasing our holdings below 5 percent.
On January 3, 2011,
we filed a Schedule 13D reporting a position in Home Federal Bancorp, Inc. of Louisiana ("HFBL"). On February 7, 2013,
we disclosed that we sold shares on the open market, decreasing our holdings below 5 percent.
On February 7, 2011,
we filed a Schedule 13D reporting a position in Wolverine Bancorp, Inc. ("WBKC"). We hope to work with management and
the board to maximize shareholder value.
On February 28, 2011,
we filed a Schedule 13D reporting a position in SP Bancorp, Inc. ("SPBC"). We hope to work with management and the board
to maximize shareholder value.
On March 28, 2011,
we filed a Schedule 13D reporting a position in Eureka Financial Corp. ("EKFC"). We hope to work with management and
the board to maximize shareholder value.
On April 1, 2011, we
filed a Schedule 13D reporting a position in Harvard Illinois Bancorp, Inc. ("HARI"). On February 7, 2012, we stated
our intention to nominate a director at HARI's 2012 annual meeting of stockholders and also disclosed the names of our nominee
and alternate nominee. On March 2, 2012, we sent a letter to HARI's stockholders expressing our belief that HARI should seek a
stronger community bank as a merger partner. We mailed our proxy materials to HARI's stockholders in April 2012 seeking election
of our nominee. On May 25, 2012, we reported that our nominee was not elected to the HARI board of directors and that we intended
to run a board nominee at the HARI annual stockholders meeting in 2013. We mailed our proxy materials to HARI's stockholders on
April 3, 2013 seeking election of our nominee. Our nominee was not elected to the HARI board of directors, and we intend to run
a board nominee at the HARI annual stockholders meeting in 2014.
On April 11, 2011,
we filed a Schedule 13D reporting a position in Fraternity Community Bancorp, Inc. ("FRTR"). We hope to work with management
and the board to maximize shareholder value.
On April 18, 2011,
we filed a Schedule 13D reporting a position in Sunshine Financial, Inc. ("SSNF"). We hope to work with management and
the board to maximize shareholder value.
On July 5, 2011, we
filed a Schedule 13D reporting a position in Jacksonville Bancorp, Inc. ("JXSB"). We hope to work with management and
the board to maximize shareholder value.
On July 11, 2011, we
filed a Schedule 13D reporting a position in Naugatuck Valley Financial Corporation ("NVSL"). On February 13, 2014, we
reported our intention to seek board representation.
On August 24, 2011,
we filed a Schedule 13D reporting a position in Colonial Financial Services, Inc. ("COBK"). On December 18, 2013, we
reached an agreement with COBK to have a director of our choice appointed to its board of directors. We hope to work with management
and the board to maximize shareholder value.
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On September 12, 2011,
we filed a Schedule 13D reporting a position in First Financial Northwest, Inc. ("FFNW"). On January 11, 2012, a representative
of the Group became a member of FFNW's Board. On February 15, 2012, our representative resigned and we announced our intention
to run a contested election at FFNW's 2012 annual meeting of shareholders. We mailed our proxy materials to FFNW's shareholders
in April 2012 seeking election of our nominee. At FFNW's 2012 annual meeting of shareholders held on May 24, 2012, our nominee
beat Victor Karpiak, the Chairman and President, by a substantial percentage. FFNW attempted to invalidate our votes and we sued
to enforce our rights. In accordance with the settlement we reached with FFNW in December 2012, our nominee, Kevin Padrick, was
appointed to FFNW's board on March 14, 2013, and Victor Karpiak resigned as Chairman.
On September 29, 2011,
we filed a Schedule 13D reporting a position in United Insurance Holdings Corp. ("UIHC"). On December 17, 2012, we disclosed
that we sold shares on the open market, decreasing our holdings below five percent.
On October 7, 2011,
we filed a Schedule 13D reporting a position in Provident Financial Holdings, Inc. (“PROV”). We hope to work with management
and the board to maximize shareholder value.
On October 24, 2011,
we filed a Schedule 13D reporting a position in ASB Bancorp, Inc. ("ASBB"). We hope to work with management and the board
to maximize shareholder value.
On November 21, 2011,
we filed a Schedule 13D reporting a position in Sound Financial, Inc. ("SNFL"). On August 22, 2012, Sound Financial Bancorp,
Inc. ("SFBC") announced completion of its second step conversion and our shares of SNFL were converted into shares of
SFBC. We hope to work with management and the board to maximize shareholder value.
On January 19, 2012,
we filed a Schedule 13D reporting a position in West End Indiana Bancshares, Inc. ("WEIN"). We hope to work with management
and the board to maximize shareholder value.
On March 5, 2012, we
filed a Schedule 13D reporting a position in IF Bancorp, Inc. ("IROQ"). We hope to work with management and the board
to maximize shareholder value.
On May 7, 2012, we
filed a Schedule 13D reporting a position in Anchor Bancorp ("ANCB"). We hope to work with management and the board to
maximize shareholder value.
On July 23, 2012, we
filed a Schedule 13D reporting a position in Georgetown Bancorp, Inc. ("GTWN"). We hope to work with management and the
board to maximize shareholder value.
On September 21, 2012,
we filed a Schedule 13D reporting a position in Fairmount Bancorp, Inc. ("FMTB"). We hope to work with management and
the board to maximize shareholder value.
On October 22, 2012,
we filed a Schedule 13D reporting a position in Hamilton Bancorp, Inc. ("HBK"). We hope to work with management and the
board to maximize shareholder value.
On November 23, 2012,
we filed a Schedule 13D reporting a position in Polonia Bancorp, Inc. ("PBCP"). We hope to work with management and the
board to maximize shareholder value.
CUSIP No. 730206 10 9
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SCHEDULE 13D
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Page 20 of 31
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On November 29, 2012,
we filed a Schedule 13D reporting a position in TF Financial Corporation ("THRD"). We hope to work with management and
the board to maximize shareholder value.
On January 22, 2013,
we filed a Schedule 13D reporting a position in United Community Bancorp ("UCBA"). We hope to work with management and
the board to maximize shareholder value.
On February 25, 2013,
we filed a Schedule 13D reporting a position in HopFed Bancorp, Inc. ("HFBC"). We mailed our proxy materials to HFBC's
stockholders on April 5, 2013 seeking election of our nominee as a director at HFBC's 2013 annual meeting of stockholders on May
15, 2013. Our nominee, Robert Bolton, beat HFBC's nominee by a two to one margin.
On April 8, 2013, we
filed a Schedule 13D reporting a position in Jefferson Bancshares, Inc. ("JFBI"). Our shareholder proposal at JFBI's
2013 annual shareholder meeting was defeated. We met with management and the board of directors of JFBI and let them know we would
seek board representation at JFBI's 2014 annual shareholder meeting if JFBI did not announce its sale. JFBI announced its planned
sale on January 23, 2014.
On May 20, 2013, we
filed a Schedule 13D with the Federal Deposit Insurance Corporation reporting a position in United-American Savings Bank ("UASB").
We hope to work with management and the board to maximize shareholder value.
On October 28, 2013,
we filed a Schedule 13D reporting a position in Delanco Bancorp, Inc. ("DLNO"). We hope to work with management and the
board to maximize shareholder value.
Members of the Group
may seek to make additional purchases or sales of shares of Common Stock. Except as described in this filing, no member of the
Group has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through
(j), inclusive, of Item 4 of Schedule 13D. Members of the Group may, at any time and from time to time, review or reconsider their
positions and formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer
The percentages used
in this filing are calculated based on the number of outstanding shares of Common Stock, 3,347,263, reported as of December 31,
2013, in the Issuer's Schedule 13G Amendment filed with the Securities and Exchange Commission on February 6, 2014.
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(A)
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Stilwell Value Partners II
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(a)
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Aggregate number of shares beneficially owned: 318,471
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Percentage: 9.5%
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(b)
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1. Sole power to vote or to direct vote: 0
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2. Shared power to vote or to direct
vote: 318,471
3. Sole power to dispose or to direct
the disposition: 0
4. Shared power to dispose or to
direct disposition: 318,471
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SCHEDULE 13D
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Page 21 of 31
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(c) Stilwell Value Partners II has not purchased
or sold any shares of Common Stock since the filing of the Sixth Amendment.
(d) Because he is the managing
member and 99% owner of Stilwell Value LLC, which is the general partner of Stilwell Value Partners II, Joseph Stilwell has the
power to direct the affairs of Stilwell Value Partners II, including the voting and disposition of shares of Common Stock held
in the name of Stilwell Value Partners II. Therefore, Joseph Stilwell is deemed to share voting and disposition power with Stilwell
Value Partners II with regard to those shares of Common Stock.
(B) Stilwell Value
Partners V
(a) Aggregate number of shares beneficially owned:
318,471
Percentage: 9.5%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct
vote: 318,471
3. Sole power to dispose or to direct
the disposition: 0
4. Shared power to dispose or to
direct disposition: 318,471
(c) Stilwell Value Partners V has not purchased
or sold any shares of Common Stock since the filing of the Sixth Amendment.
(d) Because he is the managing
member and 99% owner of Stilwell Value LLC, which is the general partner of Stilwell Value Partners V, Joseph Stilwell has the
power to direct the affairs of Stilwell Value Partners V, including the voting and disposition of shares of Common Stock held in
the name of Stilwell Value Partners V. Therefore, Joseph Stilwell is deemed to share voting and disposition power with Stilwell
Value Partners V with regard to those shares of Common Stock.
(C) Stilwell Value Partners VII
(a) Aggregate number of shares beneficially owned:
318,471
Percentage: 9.5%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct
vote: 318,471
3. Sole power to dispose or to direct
the disposition: 0
4. Shared power to dispose or to
direct disposition: 318,471
(c) Stilwell Value Partners VII has not purchased
or sold any shares of Common Stock since the filing of the Fourth Amendment.
(d) Because he is the managing
member and 99% owner of Stilwell Value LLC, which is the general partner of Stilwell Value Partners VII, Joseph Stilwell has the
power to direct the affairs of Stilwell Value Partners VII, including the voting and disposition of shares of Common Stock held
in the name of Stilwell Value Partners VII. Therefore, Joseph Stilwell is deemed to share voting and disposition power with Stilwell
Value Partners VII with regard to those shares of Common Stock.
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SCHEDULE 13D
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(D) Stilwell Activist Fund
(a) Aggregate number of shares beneficially owned:
318,471
Percentage: 9.5%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct
vote: 318,471
3. Sole power to dispose or to direct
the disposition: 0
4. Shared power to dispose or to
direct disposition: 318,471
(c) Stilwell Activist Fund has not purchased or
sold any shares of Common Stock since the filing of the Sixth Amendment.
(d) Because he is the managing
member and 99% owner of Stilwell Value LLC, which is the general partner of Stilwell Activist Fund, Joseph Stilwell has the power
to direct the affairs of Stilwell Activist Fund, including the voting and disposition of shares of Common Stock held in the name
of Stilwell Activist Fund. Therefore, Joseph Stilwell is deemed to share voting and disposition power with Stilwell Activist Fund
with regard to those shares of Common Stock.
(E) Stilwell Activist Investments
(a) Aggregate number of shares beneficially owned:
318,471
Percentage: 9.5%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct
vote: 318,471
3. Sole power to dispose or to direct
the disposition: 0
4. Shared power to dispose or to
direct disposition: 318,471
(c) Stilwell Activist Investments has not purchased
or sold any shares of Common Stock since the filing of the Sixth Amendment.
(d) Because he is the managing
member and 99% owner of Stilwell Value LLC, which is the general partner of Stilwell Activist Investments, Joseph Stilwell has
the power to direct the affairs of Stilwell Activist Investments, including the voting and disposition of shares of Common Stock
held in the name of Stilwell Activist Investments. Therefore, Joseph Stilwell is deemed to share voting and disposition power with
Stilwell Activist Investments with regard to those shares of Common Stock.
(F) Stilwell Partners
(a) Aggregate number of shares beneficially owned:
318,471
Percentage: 9.5%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct
vote: 318,471
3. Sole power to dispose or to direct
the disposition: 0
4. Shared power to dispose or to
direct disposition: 318,471
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SCHEDULE 13D
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Page 23 of 31
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(c) Stilwell Partners has
not purchased or sold any shares of Common Stock since the filing of the First Amendment.
(d) Because he is the general
partner of Stilwell Partners, Joseph Stilwell has the power to direct the affairs of Stilwell Partners, including the voting and
disposition of shares of Common Stock held in the name of Stilwell Partners. Therefore, Joseph Stilwell is deemed to share voting
and disposition power with Stilwell Partners with regard to those shares of Common Stock.
(G) Stilwell Value LLC
(a) Aggregate number of shares beneficially owned:
318,471
Percentage: 9.5%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct
vote: 318,471
3. Sole power to dispose or to direct
the disposition: 0
4. Shared power to dispose or to
direct disposition: 318,471
(c) Stilwell Value LLC has made no purchases of
shares of Common Stock.
(d) Because he is the managing
member and 99% owner of Stilwell Value LLC, Joseph Stilwell has the power to direct the affairs of Stilwell Value LLC. Stilwell
Value LLC is the general partner of Stilwell Value Partners II, Stilwell Value Partners V, Stilwell Value Partners VII, Stilwell
Activist Fund and Stilwell Activist Investments. Therefore, Stilwell Value LLC may be deemed to share with Joseph Stilwell voting
and disposition power with regard to the shares of Common Stock held by Stilwell Value Partners II, Stilwell Value Partners V,
Stilwell Value Partners VII, Stilwell Activist Fund and Stilwell Activist Investments.
(H) Joseph Stilwell
(a) Aggregate number of shares beneficially owned:
318,471
Percentage: 9.5%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct
vote: 318,471
3. Sole power to dispose or to direct
the disposition: 0
4. Shared power to dispose or to
direct disposition: 318,471
(c) Joseph Stilwell has not purchased or sold any
shares of Common Stock since the filing of the First Amendment.
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SCHEDULE 13D
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Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to Securities of the Issuer
Other than the Amended
Joint Filing Agreement filed as Exhibit 5 to the Fifth Amendment, 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,
including but not limited to transfer or voting of any of the securities, finders' fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies, except for sharing
of profits. Stilwell Value LLC, in its capacity as general partner of Stilwell Value Partners II, Stilwell Value Partners V, Stilwell
Value Partners VII, Stilwell Activist Fund and Stilwell Activist Investments, and Joseph Stilwell, in his capacity as the general
partner of Stilwell Partners and managing member and 99% owner of Stilwell Value LLC, are entitled to an allocation of a portion
of profits.
See Items 1 and 2 above
regarding disclosure of the relationships between members of the Group, which disclosure is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Exhibit No.
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Description
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1
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Joint Filing Agreement, dated September 23, 2011, filed with the Original Schedule 13D
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2
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Amended Joint Filing Agreement, dated December 28, 2011, filed with the First Amendment
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3
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Letter to Issuer's Management, dated February 25, 2013, filed with the Third Amendment
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4
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Amended Joint Filing Agreement, dated April 17, 2013, filed with the Fourth Amendment
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5
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Amended Joint Filing Agreement, dated May 2, 2013, filed with the Fifth Amendment
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6
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Nominee Agreement dated February 20, 2014, with nominee Stephen S. Burchett
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7
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Nominee Agreement dated February 20, 2014, with alternate nominee Marshall L. Steen
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SCHEDULE 13D
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Page 25 of 31
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APPENDIX A
IDENTITY OF PARTICIPANTS
The participants include
Stilwell Value Partners II, L.P. ("Stilwell Value Partners II"); Stilwell Value Partners V, L.P. ("Stilwell Value
Partners V"); Stilwell Value Partners VII, L.P. ("Stilwell Value Partners VII"); Stilwell Activist Fund, L.P. ("Stilwell
Activist Fund"); Stilwell Activist Investments, L.P. ("Stilwell Activist Investments"); and Stilwell Partners, L.P.
("Stilwell Partners") (all Delaware limited partnerships); Stilwell Value LLC, a Delaware limited liability company ("Stilwell
Value LLC"), and the general partner of Stilwell Value Partners II, Stilwell Value Partners V, Stilwell Value Partners VII,
Stilwell Activist Fund and Stilwell Activist Investments; and Joseph Stilwell, an individual (collectively, the “Beneficial
Owners”), as well as Stephen S. Burchett (“Nominee”) and Marshall L. Steen ("Alternate Nominee," and
collectively with the Beneficial Owners and the Nominee, the “Participants”).
With respect to each
Participant, other than as disclosed herein, such Participant is not and, within the past year, was not a party to any contract,
arrangement or understanding with any person with respect to any securities of Poage Bankshares, Inc. (the "Corporation"),
including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees
of profit, division of losses or profits, or the giving or withholding of proxies, except for sharing of profits. Stilwell Value
LLC, in its capacity as general partner of Stilwell Value Partners II, Stilwell Value Partners V, Stilwell Value Partners VII,
Stilwell Activist Fund, and Stilwell Activist Investments, and Joseph Stilwell, in his capacity as the general partner of Stilwell
Partners and managing member and 99% owner of Stilwell Value LLC, are entitled to an allocation of a portion of profits. With respect
to each Participant, other than as disclosed below, neither such Participant nor any of such Participant’s associates has
any arrangement or understanding with any person with respect to (A) any future employment by the Corporation or its affiliates
or (B) any future transactions to which the Corporation or any of its affiliates will or may be a party.