Sec Form 13D Filing - STILWELL JOSEPH filing for Peoples Financial Corporation (PFBX) - 2025-01-27

The business address of Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments, and Stilwell Value LLC is 111 Broadway, 12th Floor, New York, New York 10006. The business address of Joseph Stilwell is 200 Calle del Santo Cristo, Segundo Piso, San Juan, Puerto Rico 00901.

The principal employment of Joseph Stilwell is investment management. Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell Activist Investments are private investment partnerships engaged in the purchase and sale of securities for their own accounts. Stilwell Value LLC serves as the general partner of Stilwell Value Partners VII, Stilwell Activist Fund and Stilwell Activist Investments, and related partnerships.

During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the past five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is 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, except as indicated in Schedule C, attached hereto and incorporated herein by reference.

Joseph Stilwell is a citizen of the United States.

Since we last reported purchases and sales of Common Stock (see the Twentieth Amendment), Stilwell Value Partners VII has expended $100,800.00 to acquire 5,600 shares of Common Stock. Such funds were provided from Stilwell Value Partners VII's working capital and, from time to time, may be provided in part by margin account loans from subsidiaries of Interactive Brokers and Morgan Stanley extended in the ordinary course of business.Since we last reported purchases and sales of Common Stock (see the Twentieth Amendment), Stilwell Activist Fund has not expended any monies to acquire shares of Common Stock.Since we last reported purchases and sales of Common Stock (see the Twentieth Amendment), Stilwell Activist Investments has expended $27,000.00 to acquire 1,500 shares of Common Stock. Such funds were provided from Stilwell Activist Investments' working capital and, from time to time, may be provided in part by margin account loans from subsidiaries of Morgan Stanley extended in the ordinary course of business.All purchases of shares of Common Stock made by the Group using funds borrowed from Interactive Brokers or Morgan Stanley, 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.

We are filing this Twenty-First Amendment to announce that we have served our notice of intent to nominate Stewart F. Peck for election as a director at the Issuer's upcoming 2025 annual meeting of shareholders (the "2025 Annual Meeting").A copy of the Nominee Agreement (as defined below) is attached as Exhibit 25 to this Twenty-First Amendment.We believe management and the directors have ill served the Issuer's shareholders, and the Issuer should explore all possibilities to maximize shareholder value.Our nominees for election as directors at the Issuer's 2021, 2022, 2023 and 2024 annual meetings were not elected. Subsequent to the 2022 annual meeting, the Board of Governors of the Federal Reserve notified us that it would not object to our request to purchase additional shares of the Issuer up to 14.9%, and subsequent to the 2024 annual meeting, the Board of Governors of the Federal Reserve notified us that it would not object to our request to purchase additional shares of the Issuer up to 19.9%.On May 31, 2022, pursuant to Mississippi law, we served a demand for inspection of the Issuer's books and records related to, among other things, reported losses and the employee(s) responsible for the losses associated with the Issuer's securities portfolio. When the Issuer refused to permit the inspection of its books and records, we filed, on July 22, 2022, a complaint in the Chancery Court of Harrison County, Mississippi to compel the production of those books and records. After four Harrison County judges recused themselves, the Mississippi Supreme Court appointed a retired judge from Hinds County, Mississippi as Special Chancellor to hear our books and records demand case against the Issuer. On July 18, 2023, the Special Chancellor partially granted our motion for summary judgment and ordered the Issuer to produce most of the records we sought in our books and records demand.On June 30, 2023, we demanded that the Issuer pursue a derivative action against its directors for breach of their fiduciary duties for failure to oversee and properly supervise management of the company. On September 29, 2023, we filed a derivative complaint on behalf of the Issuer against the Issuer's directors in the Chancery Court of Harrison County, Mississippi, for breach of fiduciary duty, seeking damages and other remedies. On December 19, 2024, the Chancery Court issued its order denying the Issuer's directors' motion to dismiss and ordering discovery to move forward. On January 9, 2025, the Issuer filed an interlocutory appeal from the Chancery Court's order to the Mississippi Supreme Court. On January 24, 2025, we opposed. We are seeking in excess of $50 million in restitution to the Issuer from the Issuer's directors.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.THIS TWENTY-FIRST AMENDMENT MAY BE DEEMED TO BE SOLICITATION MATERIAL IN RESPECT OF THE SOLICITATION OF PROXIES BY THE GROUP FROM THE ISSUER'S SHAREHOLDERS IN CONNECTION WITH THE ISSUER'S 2025 ANNUAL MEETING. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATING TO THE SOLICITATION BY THE GROUP AND OTHER PARTICIPANTS OF PROXIES FROM THE ISSUER'S SHAREHOLDERS FOR USE AT THE ISSUER'S 2025 ANNUAL MEETING OF SHAREHOLDERS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN OUR PROXY SOLICITATION. INFORMATION RELATING TO THE PARTICIPANTS IN OUR PROXY SOLICITATION IS INCLUDED IN SCHEDULE A, ATTACHED HERETO AND INCORPORATED BY REFERENCE HEREIN.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.Since 2000, members or affiliates of the Group have taken an "activist position" in 76 other publicly-traded companies. 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 addition, we believed that the values of the companies' assets were not adequately reflected in the market prices of their shares.Our actions with respect to such publicly-traded companies are described in Schedule B, attached hereto and incorporated herein by reference.

The members of the Group collectively beneficially own an aggregate of 647,264 shares of Common Stock. The percentages reported herein for the Group are calculated based on the number of outstanding shares of Common Stock, 4,617,466, reported as the number of outstanding shares as of December 31, 2024, in Exhibit 99.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2025. The purchases and sales of Common Stock reported in this item, if any, were made in open-market transactions.Each of Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Value LLC and Joseph Stilwell may be deemed to beneficially own 647,264 shares of Common Stock, constituting approximately 14.0% of the shares of Common Stock outstanding.

Each of Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Value LLC and Joseph Stilwell may be deemed to share the power to vote and dispose of 647,264 shares of Common Stock owned in the aggregate by Stilwell Value Partners VII, Stilwell Activist Fund and Stilwell Activist Investments.Because he is the managing member and owner of Stilwell Value LLC, which is the general partner of each of Stilwell Value Partners VII, Stilwell Activist Fund and Stilwell Activist Investments, Joseph Stilwell has the power to direct the affairs of each of Stilwell Value Partners VII, Stilwell Activist Fund and Stilwell Activist Investments, including the voting and disposition of shares of Common Stock held in the name of each of Stilwell Value Partners VII, Stilwell Activist Fund and Stilwell Activist Investments. Therefore, Joseph Stilwell is deemed to share voting and disposition power with each of Stilwell Value Partners VII, Stilwell Activist Fund and Stilwell Activist Investments with regard to those shares of Common Stock.Because he is the managing member and 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 each of 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 each of Stilwell Value Partners VII, Stilwell Activist Fund and Stilwell Activist Investments.

Within the past sixty days, Stilwell Value Partners VII, Stilwell Activist Fund and Stilwell Activist Investments did not purchase or sell any shares of Common Stock. Stilwell Value LLC and Joseph Stilwell have not purchased or sold any shares of Common Stock.

No person other than Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Value LLC and Joseph Stilwell 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 shares of Common Stock.

Not applicable.

On January 23, 2025, members of the Group entered into a nominee agreement (the "Nominee Agreement") with Stewart F. Peck (the "Nominee"), pursuant to which the Nominee has agreed, should members of the Group so choose, to stand for election to the Issuer's board of directors at the 2025 Annual Meeting, and to serve as director if elected. Pursuant to the Nominee Agreement, members of the Group have agreed to (i) reimburse the Nominee's actual out-of-pocket expenses incurred in connection with the nomination process and (ii) indemnify the Nominee for any damages and expenses incurred in connection with his nomination for director of the Issuer. The foregoing summary of the Nominee Agreement is qualified in its entirety by reference to the full text of the Nominee Agreement, a copy of which is filed as Exhibit 25 attached to this Twenty-First Amendment and is incorporated by reference herein.Other than the Nominee Agreement and the Amended Joint Filing Agreement filed as Exhibit 22 to the Eighteenth 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 VII, Stilwell Activist Fund, and Stilwell Activist Investments, and Joseph Stilwell, in his capacities as the managing member and 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.

Schedule A - Identity of ParticipantsSchedule B - Stilwell Activist HistorySchedule C - Item 2(e)Exhibit 1 - Joint Filing Agreement, dated November 23, 2020, filed with the Original Schedule 13D.Exhibit 2 - Letter to the Shareholders of the Issuer, dated February 9, 2021.Exhibit 3 - Nominee Agreement, dated February 16, 2021, with Nominee Peter Prickett, filed with the Fourth Amendment.Exhibit 4 - Letter to Shareholders of the Issuer, dated March 16, 2021, filed with the Fourth Amendment.Exhibit 5 - Letter to Shareholders of the Issuer, dated March 29, 2021, filed with the Fifth Amendment.Exhibit 6 - Letter to Shareholders of the Issuer, dated April 8, 2021, filed with the Seventh Amendment.Exhibit 7 - Letter to Shareholders of the Issuer, dated April 19, 2021, filed with the Eighth Amendment.Exhibit 8 - Letter to Shareholders of the Issuer, dated May 5, 2021, filed with the Ninth Amendment.Exhibit 9 - Nominee Agreement, dated February 1, 2022, with Nominee Rodney H. Blackwell, filed with the Tenth Amendment.Exhibit 10 - Nominee Agreement, dated February 2, 2022, with Jonathan W. Briggs, filed with the Tenth Amendment.Exhibit 11 - Nominee Agreement, dated February 2, 2022, with Ronald Wade Robertson, Jr, filed with the Tenth Amendment.Exhibit 12 - Nominee Agreement, dated February 3, 2022, with Gregory H. Browne., filed with the Tenth Amendment.Exhibit 13 - Letter to Shareholders of the Issuer, dated March 14, 2022, filed with the Eleventh Amendment.Exhibit 14 - Letter to Shareholders of the Issuer, dated April 4, 2022, filed with the Twelfth Amendment.Exhibit 15 - Nominee Agreement, dated January 23, 2023, with Rodney H. Blackwell, filed with the Fourteenth Amendment.Exhibit 16 - Nominee Agreement, dated January 23, 2023, with Stewart F. Peck, filed with the Fourteenth Amendment.Exhibit 17 - Amended Joint Filing Agreement, dated January 25, 2023, filed with the Fourteenth Amendment.Exhibit 18 - Power of Attorney, dated January 23, 2023, filed with the Fourteenth Amendment.Exhibit 19 - Letter to Shareholders of the Issuer, dated March 23, 2023, filed with the Fifteenth Amendment.Exhibit 20 - Letter to Shareholders of the Issuer, dated April 12, 2023, filed with the Sixteenth Amendment.Exhibit 21 - Letter to Shareholders of the Issuer, dated April 19, 2023, filed with the Seventeenth Amendment.Exhibit 22 - Amended Joint Filing Agreement, dated October 3, 2023, filed with the Eighteenth Amendment.Exhibit 23 - Nominee Agreement, dated January 19, 2024, with Stewart F. Peck, filed with the Twentieth Amendment.Exhibit 24 - Nominee Agreement, dated January 19, 2024, with Scott M. Polakoff, filed with the Twentieth Amendment.Exhibit 25 - Nominee Agreement, dated January 23, 2025, with Stewart F. Peck.