UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MID PENN BANCORP, INC.,
(Name of Issuer)
Common Stock, $1.00 par value per share
(Title of Class of Securities)
59540G107
(CUSIP Number)
Donald F. Kiefer
Lawrence Keister & Company
125 South Arch St.
Connellsville, PA 15425
724-628-3200
with copy to:
William T. Harvey, Esq.
Tucker Arensberg, P.C.
1500 One PPG Place
Pittsburgh, PA 15222
412-594-5550
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 8, 2018
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule.13d-7 for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
________________________________________________________________________________
CUSIP No. 59540G107
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1. Name of Reporting Person.
Lawrence Keister & Company
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Source of Funds
OO
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5. Check if Disclosure of Legal Proceedings IS Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Commonwealth of Pennsylvania
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Number of Shares Beneficially Owned by Each Reporting Person With:
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7. Sole Voting Power
1,003,259
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8. Shared Voting Power
0
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9. Sole Dispositive Power
1,003,259
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,003,259
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12. Check if the Aggregate Amount if Row (11) Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row (11)
16.1% (1)
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14. Type of Reporting Person
PN
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(1) Based on 6,212,669 shares of Issuer's Common Stock outstanding as of
January 8, 2018.
_______________________________________________________________________________
CUSIP No. 59540G107
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1. Name of Reporting Person.
Marilyn K. Andras
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Source of Funds
OO
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5. Check if Disclosure of Legal Proceedings IS Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
U.S. Citizen
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Number of Shares Beneficially Owned by Each Reporting Person With:
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7. Sole Voting Power
34,719
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8. Shared Voting Power
1,003,259
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9. Sole Dispositive Power
34,719
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10. Shared Dispositive Power
1,003,259
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,037,978
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12. Check if the Aggregate Amount if Row (11) Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row (11)
16.7% (1)
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14. Type of Reporting Person
IN
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(1) Based on 6,212,669 shares of Issuer's Common Stock outstanding as of
January 8, 2018.
_______________________________________________________________________________
CUSIP No. 59540G107
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1. Name of Reporting Person.
Lawrence J. Kiefer
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Source of Funds
OO
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5. Check if Disclosure of Legal Proceedings IS Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
U.S. Citizen
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Number of Shares Beneficially Owned by Each Reporting Person With:
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7. Sole Voting Power
34,992
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8. Shared Voting Power
1,003,259
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9. Sole Dispositive Power
34,992
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10. Shared Dispositive Power
1,003,259
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,038,251
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12. Check if the Aggregate Amount if Row (11) Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row (11)
16.7% (1)
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14. Type of Reporting Person
IN
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(1) Based on 6,212,669 shares of Issuer's Common Stock outstanding as of
January 8, 2018.
_______________________________________________________________________________
CUSIP No. 59540G107
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1. Name of Reporting Person.
Donald F. Kiefer
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Source of Funds
OO
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5. Check if Disclosure of Legal Proceedings IS Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
U.S. Citizen
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Number of Shares Beneficially Owned by Each Reporting Person With:
-------------------------------------------------------------------------------
7. Sole Voting Power
39,852
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8. Shared Voting Power
1,003,259
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9. Sole Dispositive Power
39,852
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10. Shared Dispositive Power
1,003,259
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,043,111
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12. Check if the Aggregate Amount if Row (11) Excludes Certain Shares [ ]
-------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
16.8% (1)
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14. Type of Reporting Person
IN
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(1) Based on 6,212,669 shares of Issuer's Common Stock outstanding as of
January 8, 2018.
ITEM 1. SECURITY AND ISSUER
____________________________
This Schedule 13D relates to the common stock, par value $1.00 per share, in
Mid Penn Bancorp, Inc., a Pennsylvania Corporation ("Mid Penn" or "Issuer").
The address of the principal executive office of Mid Penn is 349 Union Street
Millersburg, Pennsylvania 17061.
ITEM 2. IDENTITY AND BACKGROUND
_______________________________
(a) This Schedule 13D is being filed by and on behalf of Lawrence Keister
& Co., a Pennsylvania general partnership ("Keister Partnership"), which has
the following managing partners: (i) Marilyn K. Andras; (ii) Lawrence J Kiefer;
(iii) Donald F. Kiefer ("Managing Partners"). Under the terms of the partnership
agreement, the Managing Partners have the exclusive power to manage the Keister
Partnership, to buy and sell securities on behalf of the Keister Partnership
and to vote all shares of stock owned by the Keister Partnership. The Keister
Partnership was not formed for the purpose of acquiring, holding, or disposing
of securities of the Issuer. The Keister Partnership and its Managing Partners
are collectively referred to as the "Reporting Persons" of this Form 13D. The
Keister Partnership has eight other partners: Karen L. Kiefer; Bruce A. Kiefer;
Kimberly K. Best; Rachel L. Greenier; Kory R. Kiefer; Mark H. Kiefer; Rebekka M.
Kiefer; Marilyn K. Kiefer Trust, who are collectively referred to
as the "Other Partners."
(b) The business address of each of the Reporting Persons and the Other
Partners is 125 South Arch St., Connellsville, PA 15425.
(c) The principal business of the Keister Partnership has been purchasing,
holding, and selling securities, as directed by the Managing Partners. The
present occupation of Lawrence J Kiefer is transition ambassador for the Issuer.
Marilyn K. Andras is presently employed as a trust operations specialist for
the Issuer. The Issuer's principal business is banking, and its address is 349
Union Street, Millersburg, Pennsylvania 17061. Donald F. Kiefer is retired and
serves as a director of Mid Penn Bancorp, Inc. Karen L. Kiefer is an attorney
and is self employed with an office at 1005 Loucks Ave., Scottdale, PA 15683.
Bruce A. Kiefer is a food scientist with the Hershey Company at its office
located at 100 Crystal A. Drive, Hershey, PA 17033. Kimberly K. Best is an
activities and volunteer coordinator with Sunrise Senior Living at its office
located at 43 W McKinsey Rd., Severna Park, MD 21146. Rachel L. Greenier is an
administrator assistant with Clarity Business Solutions, Inc., at its office
located at 105 Rustic Ridge Blvd., Severna Park, MD 21146. Kory R. Kiefer and
Mark H. Kiefer are both unemployed. Rebekka M. Kiefer is a veterinary assistant
with Scottdale Veterinary Clinic at its office located at Scottdale Mt Pleasant
Rd, Scottdale PA 15683.
(d)-(e) During the last five years, no Reporting Person and no Other Partner
has (i) been convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in it being
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.
(f) The Keister Partnership was formed in the Commonwealth of Pennsylvania, and
the Managing Partners and Other Partners are U.S. Citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
__________________________________________________________
The Reporting Persons and the Other Partners obtained their shares in the
Issuer by reason of their prior ownership of shares in Scottdale Bank & Trust
Company ("Scottdale") and pursuant to the terms of an Agreement and Plan of
Merger by and between the Issuer and Mid Penn Bank and Scottdale dated as of
March 29, 2017 ("Merger"), each share of stock in Scottdale was exchanged for
38.88 shares of the Issuer's common stock. This Merger was completed on
January 8, 2018.
ITEM 4. PURPOSE OF TRANSACTION
______________________________
The Reporting Persons hold the securities of the Issuer for investment purposes.
Depending on the factors discussed herein, the Reporting Persons may, from time
to time, acquire additional shares of common stock and/or retain and/or sell
all or a portion of the shares of common stock held by the Reporting Persons in
the open market or in privately negotiated transactions. Any actions the
Reporting Persons might undertake will be dependent upon the Reporting Persons'
review of numerous factors, including, among other things, the price levels of
the common stock, general market and economic conditions, ongoing evaluation of
the Issuer's business, financial condition, operations and prospects, the
relative attractiveness of alternative business and investment opportunities,
and other future developments.
Except as set forth above, and except to the extent that Donald F. Kiefer may
exercise his powers as director of the Issuer, each of the Reporting Persons
does not have plans, proposals or intentions to change or influence the control
of the Issuer, including any actions that would result in or relate to any of
the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
____________________________________________
(a) The aggregate number and percentage of the Issuer's common stock
beneficially owned by the Keister Partnership is 1,003,259 shares (or 16.1%).
The aggregate number and percentage of the Issuer's common stock beneficially
owned by Marilyn K. Andras, individually, and as a managing partner of the
Keister Partnership, is 1,037,978 (or 16.7%). The aggregate number and
percentage of the Issuer's common stock beneficially owned by Lawrence J.
Kiefer, individually, and as a managing partner of the Keister Partnership is
1,038,251 (or 16.7%). The aggregate number and percentage of the Issuer's
common stock beneficially owned by Donald F. Kiefer, individually, and as a
managing partner of the Keister Partnership is 1,043,111 (or 16.8%).
The agreement for the Keister Partnership permits each partner to withdraw
from the Keister Partnership upon 30 days notice. Any withdrawing partner would
have the right to obtain his or her pro rata share of the Keister Partnership's
holdings in the Issuer, based on his or her percentage ownership in the Keister
Partnership. The number of shares that each Other Partner has the right to
aquire is based on this withdrawal right. The number and percentage of shares
of the Issuer beneficially owned by each Other Partner, including shares they
have the right to acquire, is set forth below.
Karen L. Kiefer owns 34,797 of the Issuer's shares outright, and has the right
to acquire an additional 159,811 shares, for an aggregate of 194,608 shares of
the Issuer (or 3.1%). Bruce A. Kiefer owns 34,525 of the Issuer's shares
outright, and has the right to acquire an additional 159,811 shares, for an
aggregate of 194,336 shares of the Issuer (or 3.1%). Kimberly K. Best owns
34,525 of the Issuer's shares outright, and has the right to acquire an
additional 159,811 shares, for an aggregate of 194,336 shares of the Issuer
(or 3.1%). Rachel L. Greenier owns 2,216 of the Issuer's shares outright, and
has the right to acquire an additional 12,841 shares, for an aggregate of
15,057 shares of the Issuer (or less than 1%). Kory R. Kiefer owns 389 of the
Issuer's shares outright, and has the right to acquire an additional 12,841
shares, for an aggregate of 13,230 shares of the Issuer (or less than 1%).
Mark H. Kiefer owns 0 of the Issuer's shares outright, and has the right to
acquire an additional 12,841 shares, for an aggregate of 12,841 shares of the
Issuer (or less than 1%). Rebekka M. Kiefer owns 389 of the Issuer's shares
outright, and has the right to acquire an additional 12,841 shares, for an
aggregate of 13,230 shares of the Issuer (or less than 1%). The Marilyn K.
Kiefer Trust owns 0 of the Issuer's shares outright, and has the right to
acquire an additional 1,404 shares, for an aggregate of 1,404 shares of the
Issuer (or less than 1%).
The Percentages of Issuer's shares beneficially owned by each Other Partner,
as set forth above, is based on 6,212,669 shares of Issuer's Common Stock
outstanding as of January 8, 2018.
(b) The Keister Partnership has sole voting/dispositive power of its
1,003,259 shares of the Issuer's common stock. Marilyn K. Andras has sole
voting/dispositive power of 34,719 shares and shared voting/dispositive power
of 1,003,259 shares of the Issuer's common stock. Lawrence J Kiefer has sole
voting/dispositive power of 34,992 shares and shared voting/dispositive power
of 1,003,259 shares of the Issuer's common stock. Donald F. Kiefer has sole
voting/dispositive power of 39,852 shares and shared voting/dispositive power
of 1,003,259 shares of the Issuer's common stock. Each of the Other Partners
has sole voting/dispositive power over the shares of the Issuer, which are
individually owned by each of the Other Partners, as set forth above.
(c) Except as set forth in Item 3 above, no Reporting Person and no Other
Partner has effected any transaction in the common stock of the Issuer during
the past 60 days.
(d) No other person is known to have the power to receive or direct the receipt
of the dividends of, or proceeds from the sale of, the shares reported herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
______________________________________________________________________________
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
_________________________________________
Not applicable.
SIGNATURE
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.
LAWRENCE KEISTER & COMPANY
By: /s/LAWRENCE J. KIEFER
Lawrence J. Kiefer, Managing Partner
/s/MARILYN K. ANDRAS
Marilyn K. Andras, individually
/s/DONALD F. KIEFER
Donald F. Kiefer, individually
/s/LAWRENCE J. KIEFER
Lawrence J. Kiefer, individually