Correspondence 0001104659-23-047244 from AMERISERV FINANCIAL INC /PA/ (ASRV) (CIK 0000707605) (ASRV)
AMERISERV FINANCIAL INC /PA/ (ASRV) (CIK 0000707605)
Date: April 19, 2023 · CIK: 0000707605 · Accession: 0001104659-23-047244
AI Filing Summary & Sentiment
File numbers found in text: 000-11204
Letter
Division of Corporation Finance Office of Mergers and Acquisitions United States Securities and Exchange Commission Washington, D.C. 20549 Re: AmeriServ Financial, Inc. PREC14A filed April 6, 2023 File No. 000-11204
Dear Mr. Plattner:
Set forth below are the responses on behalf of AmeriServ Financial, Inc. (the “Company”) to comments received from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter on April 14, 2023, with respect to the Company’s preliminary proxy statement, File No. 000-11204, filed with the Commission on April 6, 2023 (the “Preliminary Proxy Statement”).
For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Substantially concurrently with the submission of this letter the Company is also submitting Amendment No. 1 to the Preliminary Proxy Statement (the “Amended Preliminary Proxy Statement”) on EDGAR. Unless otherwise specified, all capitalized terms used but not defined herein have the same meaning as in the Preliminary Proxy Statement.
PREC14A filed April 6,
General
1. The proxy card does not appear to provide any instructions or guidance with respect to cumulative voting, nor any space in which a shareholder can indicate its own instructions or preferences with respect to how it would like its votes to be divided among the various director nominees. Please revise, or advise.
RESPONSE: We acknowledge the Staff’s comment and have revised the form of proxy card in the Amended Preliminary Proxy Statement to provide instructions with respect to cumulative voting, including a space on the form of proxy card in which a shareholder can indicate its own instructions or preferences with respect to how it would like its votes to be divided among the various director nominees.
Vinson & Elkins LLP Attorneys at Law
Austin Dallas Dubai Houston London Los Angeles New York
Richmond San Francisco Tokyo Washington
The Grace Building, 1114 Avenue of the Americas, 32nd Floor
New York, NY 10036-7708
Tel +1.212.237.0000 Fax +1.212.237.0100 velaw.com
Securities and Exchange Commission April 19, 2023 Page 2
2. Please disclose additional detail regarding the Board’s reasons for rejecting the Purported Nomination Notice, including, in particular, the fact that the Board determined that Mr. Cooper's nomination “does not comply with AmeriServ’s interlocks bylaw that prohibits Board members and nominees to the Board from, among other things, concurrent directorships with other depository institutions,” as was disclosed in a press release issued by the Company and attached as an exhibit to a March 15 Form 8-K filed by the Company, and regarding which the Company’s counsel disclosed additional detail in a letter sent to Mr. Cooper’s counsel, which letter was also attached as an exhibit to the same March 15 Form 8-K.
RESPONSE: We acknowledge the Staff’s comment and have revised the Preliminary Proxy Statement accordingly. Please see the Letter to Shareholders, the Notice of 2023 Annual Meeting of Shareholders and pages 3 and 7 of the Amended Preliminary Proxy Statement.
* * * * *
Securities and Exchange Commission April 19, 2023 Page 3
Please contact me directly at (212) 237-0198 with any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff.
Very truly yours,
/s/ C. Patrick Gadson
Show Raw Text
CORRESP
1
filename1.htm
C. Patrick Gadson
pgadson@velaw.com
Tel 212.237.0198
Fax 917.849.5386
April 19, 2023
VIA ELECTRONIC MAIL AND EDGAR FILING
David Plattner
Special Counsel
Division of Corporation Finance
Office of Mergers and Acquisitions
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: AmeriServ Financial, Inc.
PREC14A filed April 6, 2023
File No. 000-11204
Dear Mr. Plattner:
Set forth below are the responses
on behalf of AmeriServ Financial, Inc. (the “Company”) to comments received from the Staff of the Division of
Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter on April 14, 2023, with respect to the Company’s preliminary proxy statement, File No. 000-11204, filed with the Commission
on April 6, 2023 (the “Preliminary Proxy Statement”).
For your convenience, each
response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Substantially concurrently
with the submission of this letter the Company is also submitting Amendment No. 1 to the Preliminary Proxy Statement (the “Amended
Preliminary Proxy Statement”) on EDGAR. Unless otherwise specified, all capitalized terms used but not defined herein have
the same meaning as in the Preliminary Proxy Statement.
PREC14A filed April 6,
2023
General
1. The proxy card does not appear to provide any instructions
or guidance with respect to cumulative voting, nor any space in which a shareholder can indicate its own instructions or preferences
with respect to how it would like its votes to be divided among the various director nominees. Please revise, or advise.
RESPONSE: We acknowledge
the Staff’s comment and have revised the form of proxy card in the Amended Preliminary Proxy Statement to provide instructions with
respect to cumulative voting, including a space on the form of proxy card in which a shareholder can indicate its own instructions or
preferences with respect to how it would like its votes to be divided among the various director nominees.
Vinson & Elkins LLP Attorneys at Law
Austin Dallas Dubai Houston London Los Angeles
New York
Richmond San Francisco Tokyo Washington
The Grace Building, 1114 Avenue of the Americas, 32nd Floor
New York, NY 10036-7708
Tel +1.212.237.0000 Fax +1.212.237.0100 velaw.com
Securities and Exchange Commission April 19, 2023 Page 2
2. Please disclose additional detail regarding the Board’s
reasons for rejecting the Purported Nomination Notice, including, in particular, the fact that the Board determined that Mr. Cooper's
nomination “does not comply with AmeriServ’s interlocks bylaw that prohibits Board members and nominees to the Board from,
among other things, concurrent directorships with other depository institutions,” as was disclosed in a press release issued by
the Company and attached as an exhibit to a March 15 Form 8-K filed by the Company, and regarding which the Company’s counsel disclosed
additional detail in a letter sent to Mr. Cooper’s counsel, which letter was also attached as an exhibit to the same March 15 Form
8-K.
RESPONSE: We acknowledge
the Staff’s comment and have revised the Preliminary Proxy Statement accordingly. Please see the Letter to Shareholders, the Notice
of 2023 Annual Meeting of Shareholders and pages 3 and 7 of the Amended Preliminary Proxy Statement.
* * * * *
Securities and Exchange Commission April 19, 2023 Page 3
Please contact me directly at
(212) 237-0198 with any questions that you have with respect to the foregoing or if any additional supplemental information is required
by the Staff.
Very truly yours,
/s/ C. Patrick Gadson
C. Patrick Gadson
cc: Lawrence S. Elbaum (lelbaum@velaw.com)
David W. Swartz (david.swartz@stevenslee.com)