UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
(Amendment No. )
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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HAMPDEN BANCORP, INC. |
(Name of Registrant as Specified In Its Charter) |
CLOVER PARTNERS, L.P.
MHC MUTUAL CONVERSION FUND, L.P.
CLOVER INVESTMENTS, L.L.C.
MICHAEL C. MEWHINNEY
JOHNNY GUERRY
GAROLD R. BASE |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Filed by Clover Partners,
L.P. and Others
On October
20, 2014, MHC Mutual Conversion Fund, L.P. issued a press release announcing
that Institutional Shareholders Services (ISS), an independent research firm, issued a proxy analysis of the proxy contest
of Hampden Bancorp, Inc. (the “Company”) and recommended that shareholders vote the WHITE proxy card for Johnny
Guerry and Garold R. Base to serve as directors of the Company. A copy of
the press release follows as part of this filing under Rule 14a-6 of the Securities Exchange Act of 1934, as
amended.
Important Information
MHC Mutual Conversion Fund, L.P. has nominated
Johnny Guerry and Garold R. Base as nominees to the board of directors of the Company and is soliciting votes for the election
of Mr. Guerry and Mr. Base as members of the board. On September 30, 2014, MHC Mutual Conversion Fund, L.P. filed its definitive
proxy statement and related proxy materials with the Securities and Exchange Commission (“SEC”), and has sent
the definitive proxy statement, WHITE proxy card and related proxy materials to shareholders of the Company seeking their
support of Mr. Guerry and Mr. Base at the Company’s 2014 Annual Meeting of Stockholders. Stockholders are urged
to read the definitive proxy statement and WHITE proxy card because they contain important information about the participants in
the solicitation, Mr. Guerry and Mr. Base, the Company and related matters. Stockholders may obtain a
free copy of the definitive proxy statement and WHITE proxy card and other documents filed by MHC Mutual Conversion Fund, L.P.
with the SEC at the SEC’s web site at www.sec.gov. The definitive proxy statement and other related SEC documents
filed by MHC Mutual Conversion Fund, L.P. with the SEC may also be obtained free of charge from the MHC Mutual Conversion Fund,
and by contacting Alliance Advisors LLC, proxy solicitors for MHC Mutual Conversion Fund, L.P., at the following address and telephone
number:
Alliance Advisors LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, NJ 07003
Shareholders Call Toll Free: 1-877-777-5216
Banks and Brokers Call Collect: 973-873-7700
Participants in Solicitation
The participants in the solicitation by
MHC Mutual Conversion Fund, L.P. consist of the following persons: MHC Mutual Conversion Fund, L.P., Clover Partners, L.P., Clover
Investments, L.L.C., Michael C. Mewhinney, Johnny Guerry and Garold R. Base. Such participants may have interests in
the solicitation, including as a result of holding shares of the Company’s common stock. Information
regarding the participants and their interests may be found in the definitive proxy statement filed with the SEC on September 30,
2014, which is incorporated herein by reference.
ISS Supports Both Clover Nominees to Replace Hampden Bancorp’s
Incumbent Directors
Monday, October 20, 2014
Clover Partners, the general partner of MHC Mutual Conversion
Fund, L.P., is pleased to announce that Institutional Shareholder Services Inc. ("ISS"), an influential and leading proxy
advisory firm, has chosen to support both Mr. Base and Mr. Guerry for election to the Board of Directors of Hampden Bancorp (NASDAQ:
HBNK).
In its report published on Oct. 17, 2014, ISS concurs with many
of the concerns cited by Clover in its proxy statement and subsequent letter to shareholders.
Regarding Hampden’s share price performance, ISS notes:
“the impact on and run-up in the company's stock price on Oct. 22, 2013, when ISS recommended to shareholders to vote
for the dissident nominees in last year's proxy contest – and the subsequent decline in total shareholder return when the
company's nominees were re-elected in November – appears to demonstrate the positive impact of the dissident's campaign on
the stock price.”
ISS further added: “….Given the lack of compelling
improvements in the key performance metrics, it is not unreasonable for shareholders to assume that some of the recent performance
was driven once again by the dissident's call to elect its nominees rather than improving operations.”
ISS also found Hampden’s disclosure on strategic alternatives
lacking: “In response to the 2012 shareholder proposal and last year's proxy contest, management hired investment bank
Sterne Agee & Leach Inc. to explore strategic opportunities. However, to date, the company has not updated shareholders on
any progress made towards pursuing a strategic opportunity.”
Regarding Clover nominees ISS commented: “The complementary
skills and experience of dissident nominees Base and Guerry appear suited to address the company's performance and strategic decision-making
issues which we believe are the fundamental issues facing the board.”
Lastly, ISS concluded by noting: “In light of the company's
operational and stock underperformance that only recently appeared to have improved after the dissident's campaign, as well as
the board's failure to immediately act on a shareholder proposal that received support from a majority of its shareholders, the
dissidents have made a case that increased board oversight is warranted.”
Please sign, date and return the WHITE proxy card TODAY by
mailing it in the enclosed pre-addressed, stamped envelope, or follow the instructions on the enclosed WHITE proxy card to vote
by Internet or telephone.
YOUR VOTE IS IMPORTANT. No matter how many shares you may
own, we encourage you to make your shares count by making an informed vote. If you have any questions or need any assistance voting
your shares, please contact Alliance Advisors, the proxy firm assisting us in this matter, toll-free at 1-877-777-5216.
Thank you for your support.
Sincerely,
Please also feel free to call or email MHC Mutual Conversion
Fund, L.P. or our proxy advisor at the following:
Johnny Guerry
Clover Partners LP
100 Crescent Court Suite 575
Dallas, Texas 75201
(214) 273 5200
(214) 273 5199 (fax)
JGuerry@cloverpartners.com
Alliance Advisors, LLC
Peter J. Casey, 973-873-7710
Executive Vice President
pcasey@allianceadvisorsllc.com
* Permission was neither sought nor obtained to use excerpts
from the ISS report.
Important Information
MHC Mutual Conversion Fund, L.P. has
nominated Johnny Guerry and Garold R. Base as nominees to the board of directors of the Company and is soliciting votes for the
election of Mr. Guerry and Mr. Base as members of the board. On September 30, 2014, MHC Mutual Conversion Fund, L.P. filed its
definitive proxy statement and related proxy materials with the Securities and Exchange Commission (“SEC”),
and has sent the definitive proxy statement, WHITE proxy card and related proxy materials to shareholders of the Company seeking
their support of Mr. Guerry and Mr. Base at the Company’s 2014 Annual Meeting of Stockholders. Stockholders are urged
to read the definitive proxy statement and WHITE proxy card because they contain important information about the participants in
the solicitation, Mr. Guerry and Mr. Base, the Company and related matters.Stockholders may obtain a free copy of
the definitive proxy statement and WHITE proxy card and other documents filed by MHC Mutual Conversion Fund, L.P. with the SEC
at the SEC’s web site at www.sec.gov. A proxy given pursuant to our solicitation may be revoked at any time before it
is voted.
Participants in Solicitation
The participants in the solicitation
by MHC Mutual Conversion Fund, L.P. consist of the following persons: MHC Mutual Conversion Fund, L.P., Clover Partners, L.P.,
Clover Investments, L.L.C., Michael C. Mewhinney, Johnny Guerry and Garold R. Base. Such participants may have interests in the
solicitation, including as a result of holding shares of the Company’s common stock. Information regarding
the participants and their interests may be found in the definitive proxy statement filed with the SEC on September 30, 2014.
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