The following constitutes Amendment No. 6 the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On December 8, 2015, the Reporting Person entered into a standstill agreement (the “Standstill Agreement”) with the Issuer and Varonica S. Ragan, the Issuer’s newly appointed director. Ms. Ragan was recommended by the Reporting Person for appointment to the Issuer’s Board of Directors (the “Board”) pursuant to that certain Annual Meeting Agreement entered into between the Issuer and the Reporting Person on October 21, 2015 in connection with the Issuer’s 2015 Annual Meeting of Shareholders (the “Annual Meeting Agreement”). The Standstill Agreement supplements the Annual Meeting Agreement, which was attached as Exhibit 99.1 to Amendment No. 5 to the Schedule 13D filed by the Reporting Person on October 23, 2014. Pursuant to the Annual Meeting Agreement, Ms. Ragan will serve as the Chairman of the Board’s newly established Strategic Planning Committee.
Pursuant to the Standstill Agreement, Ms. Ragan’s appointment to the Board and to the Board of Directors of the Issuer’s financial institution subsidiary, Anchor Bank (the “Bank”), commenced on December 9, 2015. The Standstill Agreement is effective until thirty (30) days before the date that shareholder nominations of directors are due to be submitted for the Issuer’s 2016 Annual Meeting of Shareholders (the “Standstill Period”). During the Standstill Period, the Reporting Person and its affiliates have agreed not to, among other things, solicit proxies in opposition to any recommendations or proposals of the Board, initiate or solicit shareholder proposals or seek to place any representatives on the Board (other than any substitute director), oppose any proposal or director nomination submitted by the Board to the Issuer’s shareholders, vote for any nominee to the Board other than those nominated or supported by the Board, seek to exercise any control or influence over the management of the Issuer or the Boards of Directors of the Issuer or the Bank, propose or seek to effect a merger or sale of the Issuer, or initiate litigation against the Issuer. Pursuant to the Standstill Agreement, the Reporting Person, Ms. Ragan and the Issuer also entered into a Non-Disclosure Agreement, which is attached as Exhibit A to the Standstill Agreement. The foregoing description of the Standstill Agreement is qualified in its entirety by reference to the Standstill Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by the Reporting Person is based upon 2,500,000 Shares outstanding as of November 12, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2015.
As of the close of business on the date hereof, the Reporting Person beneficially owned 225,000 Shares, constituting approximately 9.0% of the Shares outstanding.
(b) The Reporting Person possesses the sole power to vote and dispose of the Shares beneficially owned by him.
(c) The Reporting Person has not entered into any transactions in securities of the Issuer since the filing of Amendment No. 5 to the Schedule 13D by the Reporting Person.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On December 8, 2015 the Reporting Person, the Issuer and Ms. Ragan entered into the Standstill Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
| | 99.1 | Standstill Agreement by and among Joel S. Lawson IV, Anchor Bancorp and Varonica S. Ragan, dated December 8, 2015. | |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 10, 2015
| | /s/ Joel S. Lawson IV |
| | Joel S. Lawson IV |
