SEC Comment Letter for FINANCIAL INSTITUTIONS INC (FISI, FIISO, FIISP) (CIK 0000862831) (FISI) — May 4, 2016
FINANCIAL INSTITUTIONS INC (FISI, FIISO, FIISP) (CIK 0000862831)
Date: May 4, 2016 · CIK: 0000862831 · Accession: 0000000000-16-074876
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-26481
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE May 4, 2016 By E-Mail Peter D. Fetzer , Esq. Foley & Lardner LLP 777 East Wisconsin Avenue, Suite 3800 Milwaukee, W I 53202
Re: Financial Institutions , Inc. Soliciting Materials filed pursuant to Rule 14a -12 on April 29, 2016 Filed by Clover Partners, L.P. et. al. File No. 000-26481
Dear Mr. Fetzer :
We have reviewed your filing and have the following comments. 1. We note your disclosure that “FISI’s former CEO and major shareholder, Peter Humphrey, has publicly stated support for the position that FISI should explore all strategic options to maximize shareholder value, including a sale of the bank. ” Please provide us support for your disclosure and clarify, in future disclosure, the timing of Mr. Humphrey ’s statement . 2. We note your disclosure that you “estimate a sale of the bank could result in a premium to the FISI’s current share price of 20% -30%.” As noted in our prior comment letter s, the inclusion of valuations in proxy materials is only appropriate and consonant with Rule 14a-9 when made in good faith and on a reasonable basis. Valuation information must therefore be accompanied by disclosure which facilitates securityholders’ understa nding of the basis for and limitations of the valuation information. Please provide us support for your assertion. Also, i f you choose to continue using similar language in your soliciting materials, you must include supporting disclosure of the kind described in Exchange Act Release No. 16833 (May 23, 1980 ).
Please direct any questions to me at (202) 551 -3619.
Sincerely,
/s/ Daniel F. Duchovny
Dani el F. Duchovny
Special Counsel
Office of Mergers and Acquisitions
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
May 4, 2016
By E-Mail
Peter D. Fetzer , Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue, Suite 3800
Milwaukee, W I 53202
Re: Financial Institutions , Inc.
Soliciting Materials filed pursuant to Rule 14a -12 on April 29, 2016
Filed by Clover Partners, L.P. et. al.
File No. 000-26481
Dear Mr. Fetzer :
We have reviewed your filing and have the following comments.
1. We note your disclosure that “FISI’s former CEO and major shareholder, Peter
Humphrey, has publicly stated support for the position that FISI should explore all
strategic options to maximize shareholder value, including a sale of the bank. ” Please
provide us support for your disclosure and clarify, in future disclosure, the timing of Mr.
Humphrey ’s statement .
2. We note your disclosure that you “estimate a sale of the bank could result in a premium
to the FISI’s current share price of 20% -30%.” As noted in our prior comment letter s, the
inclusion of valuations in proxy materials is only appropriate and consonant with Rule
14a-9 when made in good faith and on a reasonable basis. Valuation information must
therefore be accompanied by disclosure which facilitates securityholders’ understa nding
of the basis for and limitations of the valuation information. Please provide us support for
your assertion. Also, i f you choose to continue using similar language in your soliciting
materials, you must include supporting disclosure of the kind described in Exchange Act
Release No. 16833 (May 23, 1980 ).
Please direct any questions to me at (202) 551 -3619.
Sincerely,
/s/ Daniel F. Duchovny
Dani el F. Duchovny
Special Counsel
Office of Mergers and Acquisitions