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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the registrant /x/
Filed by a party other than the registrant /_/
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/_/ Preliminary proxy statement
/_/ Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/_/ Definitive proxy statement
/_/ Definitive additional materials
/_/ Soliciting material pursuant to ss.240.14a-12
DUTCHFORK BANCSHARES, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
/x/ No fee required.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
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/_/ Fee paid previously with preliminary materials.
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JOINT NEWS RELEASE
FOR RELEASE APRIL 13, 2004
8:00 A.M., EDT
Contacts: First Community Corp.
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Michael C. Crapps, President & Chief Executive Officer or
Joseph G. Sawyer, Senior Vice President & Chief Financial Officer
(803) 951- 2265
DutchFork Bancshares, Inc.
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J. Thomas Johnson, President and Chief Executive Officer or
Steve P. Sligh, Executive Vice President
(803) 321-3200
FIRST COMMUNITY CORP. AND DUTCHFORK BANCSHARES, INC.
ANNOUNCE MERGER
Lexington, S.C. and Newberry, S.C., April 13, 2004 - First Community Corp.
(Nasdaq Small Cap: FCCO) and DutchFork Bancshares Inc. (Nasdaq Small Cap: DFBS)
today jointly announced that they have entered into a definitive merger
agreement.
The deal between the Lexington-based parent of First Community Bank, NA and the
Newberry, S.C.-based parent of Newberry Federal Savings Bank, valued at more
than $46 million and anticipated to close during the third quarter, will create
a 10-office banking company with more than $400 million in assets across the
South Carolina Midlands.
Once the deal is completed, Newberry Federal Savings Bank's offices will operate
as branches of First Community Bank. Upon completion of the merger, First
Community Bank will have full-service banking offices in Lexington, Forest
Acres, Irmo, Cayce-West Columbia, Gilbert, Chapin, Northeast Columbia, Newberry
(2), and Prosperity.
"The style of banking of our two institutions is so similar that a merger was a
natural fit," said First Community CEO Mike Crapps. "The commitment of both
companies to our customers, our employees and our communities is strong and will
continue as we unite our resources to create the premier community bank of the
Midlands."
Commenting on the transaction, J. Thomas Johnson, President and Chief Executive
Officer of DutchFork Bancshares, said, "This transaction represents an excellent
value for our shareholders. The Midlands of South Carolina are culturally and
economically entwined. We are excited about the expected future benefits of this
partnership. This is a combination of two outstanding community banks that share
the same philosophy and commitment to their customers, employees and
communities."
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Under the terms of the agreement, DutchFork Bancshares shareholders can elect to
receive either $42.75 in cash or 1.78125 shares of First Community Corp. common
stock, or a combination of cash and stock, for each share of DutchFork
Bancshares stock they own, plus cash in lieu of any fractional share interest.
Elections will be subject to allocation procedures which are intended to ensure
that 60% of the DutchFork Bancshares common stock outstanding immediately before
the completion of the transaction will be converted into shares of First
Community Corp. common stock.
Including the value of DutchFork Bancshare's stock options, the transaction is
valued at $50.0 million. The transaction represents 149% of DutchFork
Bancshares's book value per share at December 31, 2003 and 12.8 times DutchFork
Bancshares's last twelve months earnings per share, based on the $42.75 per
share cash price.
The transaction is intended to qualify as a tax-free reorganization for federal
income tax purposes. As a result, the shares of First Community Corp. common
stock received in exchange for DutchFork Bancshares common stock will be
transferred on a tax-free basis.
"We are excited at the prospect of uniting our companies and we believe the
customers of both banks will benefit from the convenience of this expanded
branch network combined with access to a full array of banking products and
services," Crapps added. "The combined organization will have a strong presence
in the Midlands banking market and the union of these two community banking
institutions will give customers of both banks access to an expanded branch
network," Crapps said.
First Community Corp. and DutchFork Bancshares, Inc. previously engaged in a
business transaction in February of 2001 when First Community Corp. purchased
the Chapin banking office of Newberry Federal Savings Bank.
"The acquisition of the Chapin banking office in 2001 was a very successful
transaction for both companies and the performance of this office
post-acquisition far surpassed our expectations," Crapps said. "With such a
positive experience, we believe the merger of the remaining three Newberry
Federal Banking offices will prove just as successful."
The definitive merger agreement was approved by the Board of Directors of both
companies and is subject to regulatory approval and the approval of the
shareholders of both companies. Crapps, President and Chief Executive Officer of
First Community Corporation and First Community Bank, will continue in this same
role post-merger. J. Thomas Johnson, President and Chief Executive Officer of
DutchFork Bancshares, will become Vice Chairman of First Community Corporation
and Executive Vice President of First Community Bank. In addition, Mr. Johnson
and Steve P. Sligh, Executive Vice President, Treasurer and Chief Financial
Officer of DutchFork Bancshares, will become directors of First Community
Corporation and First Community Bank.
DutchFork Bancshares was advised in the acquisition by Sandler O'Neill &
Partners, L.P. and Muldoon Murphy Faucette & Aguggia LLP, and First Community
Corp. was advised by The Orr Group and Nelson Mullins Riley & Scarborough,
L.L.P.
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FIRST COMMUNITY CORP. AND DUTCHFORK BANCSHARES, INC. WILL BE FILING A JOINT
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS CONCERNING THE MERGER
WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC").
INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION.
INVESTORS WILL BE ABLE TO OBTAIN THESE DOCUMENTS FREE OF CHARGE AT THE SEC'S WEB
SITE (WWW.SEC.GOV). IN ADDITION, DOCUMENTS FILED WITH THE SEC BY FIRST COMMUNITY
CORP. WILL BE AVAILABLE FREE OF CHARGE FROM FIRST COMMUNITY CORP., ATTENTION:
MICHAEL C. CRAPPS, 5455 SUNSET BLVD., LEXINGTON, SC 29072. DOCUMENTS FILED WITH
THE SEC BY DUTCHFORK BANCSHARES, INC. WILL BE AVAILABLE FREE OF CHARGE FROM
DUTCHFORK BANCSHARES, INC., ATTENTION: J, THOMAS JOHNSON, 1735 WILSON ROAD,
NEWBERRY, SC 29108.
THE DIRECTORS, EXECUTIVE OFFICERS, AND CERTAIN OTHER MEMBERS OF MANAGEMENT OF
FIRST COMMUNITY CORP. AND DUTCHFORK BANCSHARES, INC. MAY BE SOLICITING PROXIES
IN FAVOR OF THE MERGER FROM THE COMPANIES' RESPECTIVE SHAREHOLDERS. FOR
INFORMATION ABOUT THESE DIRECTORS, EXECUTIVE OFFICERS, AND MEMBERS OF
MANAGEMENT, SHAREHOLDERS ARE ASKED TO REFER TO THE MOST RECENT PROXY STATEMENTS
ISSUED BY THE RESPECTIVE COMPANIES, WHICH ARE AVAILABLE ON THE SEC'S WEBSITE
(WWW.SEC.GOV) AND FROM THE RESPECTIVE COMPANIES AT THE ADDRESSES PROVIDED IN THE
PRECEDING PARAGRAPH.
THIS PRESS RELEASE MAY CONTAIN CERTAIN FORWARD-LOOKING STATEMENTS REGARDING
FIRST COMMUNITY CORP.'S PROSPECTIVE PERFORMANCE AND STRATEGIES WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. FIRST COMMUNITY CORP.
INTENDS SUCH FORWARD-LOOKING STATEMENTS TO BE COVERED BY THE SAFE HARBOR
PROVISIONS FOR FORWARD-LOOKING STATEMENTS CONTAINED IN THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995, AND IS INCLUDING THIS STATEMENT FOR PURPOSES OF
SAID SAFE HARBOR PROVISIONS.
FORWARD-LOOKING STATEMENTS, WHICH ARE BASED ON CERTAIN ASSUMPTIONS AND DESCRIBE
FUTURE PLANS, STRATEGIES, AND EXPECTATIONS OF FIRST COMMUNITY CORP., ARE
GENERALLY IDENTIFIED BY USE OF THE WORDS "PLAN," "BELIEVE," "EXPECT," "INTEND,"
"ANTICIPATE," "ESTIMATE," "PROJECT," OR OTHER SIMILAR EXPRESSIONS. FIRST
COMMUNITY CORP.'S ABILITY TO PREDICT RESULTS OR THE ACTUAL EFFECTS OF ITS PLANS
AND STRATEGIES IS INHERENTLY UNCERTAIN. ACCORDINGLY, ACTUAL RESULTS MAY DIFFER
MATERIALLY FROM ANTICIPATED RESULTS.
THE FOLLOWING FACTORS, AMONG OTHERS, COULD CAUSE THE ACTUAL RESULTS OF THE
MERGER TO DIFFER MATERIALLY FROM THE EXPECTATIONS STATED IN THIS PRESS RELEASE:
THE ABILITY OF THE COMPANIES TO OBTAIN THE REQUIRED SHAREHOLDER OR REGULATORY
APPROVALS OF THE MERGER; THE ABILITY TO EFFECT THE PROPOSED RESTRUCTURING; THE
ABILITY OF THE COMPANIES TO CONSUMMATE THE MERGER; THE ABILITY TO SUCCESSFULLY
INTEGRATE THE COMPANIES FOLLOWING THE MERGER; A MATERIALLY ADVERSE CHANGE IN THE
FINANCIAL CONDITION OF EITHER COMPANY; THE ABILITY TO FULLY REALIZE THE EXPECTED
COST SAVINGS AND REVENUES; AND THE ABILITY TO REALIZE THE EXPECTED COST SAVINGS
AND REVENUES ON A TIMELY BASIS,
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OTHER FACTORS THAT COULD CAUSE THE ACTUAL RESULTS OF THE MERGER TO DIFFER
MATERIALLY FROM CURRENT EXPECTATIONS INCLUDE A CHANGE IN ECONOMIC CONDITIONS;
CHANGES IN INTEREST RATES, DEPOSIT FLOWS, LOAN DEMAND, REAL ESTATE VALUES, AND
COMPETITION; CHANGES IN ACCOUNTING PRINCIPLES, POLICIES, OR GUIDELINES; CHANGES
IN LEGISLATION AND REGULATION; AND OTHER ECONOMIC, COMPETITIVE, GOVERNMENTAL,
REGULATORY, GEOPOLITICAL, AND TECHNOLOGICAL FACTORS AFFECTING THE COMPANIES'
OPERATIONS, PRICING, AND SERVICES.
FIRST COMMUNITY CORP. UNDERTAKES NO OBLIGATION TO UPDATE THESE FORWARD-LOOKING
STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES THAT OCCUR AFTER THE DATE ON WHICH
SUCH STATEMENTS WERE MADE.
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ADDITIONAL INFORMATION ON FIRST COMMUNITY CORPORATION, DUTCHFORK BANCSHARES,
AND THE PLANNED MERGER TRANSACTION:
Transaction Summary:
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Anticipated to close late 3rd quarter of 2004.
Immediately accretive to earnings (GAAP and cash analysis)
Offer price $42.75 per share based on FCCO value of $24.00 per share
Price premium is 11.0%
Price to book value is 1.5X
Price to LTM EPS is 12.8X
60% common stock of First Community Corporation, 40% Cash
Post merger cost savings are estimated to be 16%
No banking office closings are anticipated
Post merger, the combined company will have:
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In excess of $425 million in assets
In excess of $330 million in deposits
18th largest commercial bank in South Carolina
6th largest publicly traded Bank Holding Company in South Carolina
Total market capitalization of approximately $66 million
2.7 million shares outstanding
100+ employees
4% market share in Lexington, Richland, and Newberry counties
10 banking offices (Lexington, Forest Acres, Irmo, Cayce-West Columbia, Gilbert,
Chapin, Northeast Columbia, Newberry (downtown and bypass) and Prosperity).