Filed by Landmark Bancshares, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Landmark Bancshares, Inc.
Commission File No.: 0-23164
On April 19, 2001, Landmark Bancshares, Inc., a Kansas corporation, and MNB
Bancshares, Inc., a Delaware corporation, jointly issued the following press
release:
PRESS RELEASE
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION CONTACT:
Landmark Bancshares, Inc.
Larry Schugart, President
Phone: 620-227-8111
MNB Bancshares, Inc.
Patrick L. Alexander, President
Phone: 785-565-2000
LANDMARK BANCSHARES, INC.
AND MNB BANCSHARES, INC.
ANNOUNCE MERGER
April 19, 2001 -- Landmark Bancshares, Inc. (NASDAQ-NMS -- "LARK"), Dodge
City, Kansas, the holding company for Landmark Federal Savings Bank and MNB
Bancshares, Inc. (NASDAQ Small Cap Market -- "MNBB"), Manhattan, Kansas, the
holding company for Security National Bank, announced the signing today of an
Agreement and Plan of Merger (the "Agreement"). The transaction is structured as
a merger of equals and will be accounted for under the purchase method of
accounting.
The transaction will create a twelve-branch network covering eight counties in
Kansas. With total combined assets of approximately $378 million, the new
organization will rank as the third largest public bank holding company in
Kansas.
After the closing of this transaction, Larry Schugart, President and CEO of
Landmark, will become Chairman of the Board of the resulting company and Patrick
L. Alexander, President and CEO of MNB, will become President and Chief
Executive Officer of the resulting company. The Board of Directors of the
resulting company will consist of the five members from the Board of Directors
of Landmark and five members from the Board of Directors of MNB.
Larry Schugart, President of Landmark, said, "We are excited about our
affiliation with MNB Bancshares and Security National Bank. The combination of
Landmark and MNB will create a larger financial institution with greater
resources and products by combining the strengths and geographical
diversification of both companies. We believe that the merger will enhance
long-term stockholder value and provide the opportunity to offer more financial
services to the customers, residences and businesses in our communities.
Although our institution has been a leading residential lender in the markets we
serve, in recent years our focus has expanded to small
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business and consumer lending. With the impending merger and change to a
commercial bank charter, while we will maintain our community focus, expansion
into serving the business needs of our market will be enhanced."
Patrick Alexander, President of MNB, said, "We look forward to our merger with
Landmark. Both institutions have grown and prospered as community financial
institutions, and we now will be able to provide services and products at more
offices over an expanded geographical area. The increased asset size and
resulting stockholders' equity are expected to improve profitability and
stockholder value and provide a more liquid trading market for the stock of the
resulting company."
Pursuant to the Merger Agreement, Landmark and MNB will merge into a
newly-formed corporation, Landmark Merger Company, which at the closing of the
merger will change it name to Landmark Bancshares, Inc. As a result of the
merger, each issued and outstanding share of Landmark common stock will be
converted into the right to receive 1.0 shares of the new company common stock
and each issued and outstanding share of MNB common stock will be converted into
the right to receive .523 shares of the new company common stock. At the closing
of the merger, Landmark Federal will merge with and into Security National Bank
which will change its name to Landmark National Bank. After the merger, it is
expected that the combined company's common stock will be traded on the Nasdaq
National Market System under the symbol "LARK."
Both Presidents observed that the combined company will be well capitalized,
with a total equity to assets ratio in excess of 10% and a tangible equity ratio
of about 9.5%. The combined company expects to pay a quarterly cash dividend of
15 cents per common share or an equivalent of about 7.8 cents per MNB common
share, up about 20% for MNB shareholders. This strategic alliance will combine
two bank operations, which geographically compliment each other with no direct
overlap. As a result, all branches will remain open and customers can expect to
deal with the same individuals they have put their trust in through the years.
While the headquarters will be in Manhattan, corporate functions are anticipated
to be shared between Dodge City and Manhattan.
Following the merger, the Landmark and MNB shareholders will own approximately
60% and 40% of the combined company, respectively. Based on the past 30 days
average trading price of Landmark common stock, the exchange ratio results in an
implied price for each MNB share of approximately $9.25. However, the
transaction is expected to be accretive to the combined companies' earnings per
share and to both of the companies on an individual basis, in the first year of
operations. The earnings accretion will result from pre-tax net revenue
opportunities and cost efficiencies of approximately $1.0 million, or 11% of
combined pro forma operating expenses. Management believes that this transaction
should significantly enhance the combined companies' earnings per share growth
rate.
MNB is a bank holding company headquartered in Manhattan, Kansas, which owns all
of the stock of Security National Bank, a national commercial bank. Security has
offices located in Manhattan, Topeka, Osage City, Auburn and Wamego, Kansas. At
March 31, 2001, MNB had total assets and stockholders' equity of approximately
$155 million and $15 million, respectively.
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Landmark Bancshares, Inc. is a savings and loan holding company headquartered in
Dodge City, Kansas, which owns all of the stock of Landmark Federal Savings
Bank. Landmark Federal is a federally-chartered, FDIC-insured stock savings bank
headquartered in Dodge City, Kansas. The Bank has six full-service branch
offices located in Dodge City, Garden City, Great Bend, Hoisington, and La
Crosse, Kansas and a loan production office in Overland Park, Kansas. The Bank
is a community-oriented, full-service retail savings bank offering a wide range
of loan products and savings deposits. At March 31, 2001, Landmark Bancshares,
Inc. had total assets and stockholders' equity of $223 million and $25 million,
respectively.
The merger is subject to several conditions, including the approval of the
stockholders of Landmark and the stockholders of MNB and the receipt of
regulatory approval. The transaction is expected to close late in the third
quarter or fourth quarter of 2001.
MNB and Landmark will be filing a proxy statement and other relevant documents
concerning the merger with the Securities and Exchange Commission ("SEC"). WE
URGE INVESTORS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be
able to obtain the documents free of charge at the SEC's website, www.sec.gov.
In addition, documents filed with the SEC by MNB will be available free of
charge from its Corporate Secretary at 800 Poyntz Avenue, Manhattan, Kansas
66502, telephone (785) 565-2000. Documents filed with the SEC by Landmark will
be available free of charge from the Corporate Secretary of Landmark at Central
and Spruce Streets, PO Box 1437, Dodge City, Kansas 67801-1437, telephone (620)
227-8111. INVESTORS SHOULD READ THE PROXY STATEMENT CAREFULLY BEFORE MAKING A
DECISION CONCERNING THE MERGER.
Landmark, MNB, and their directors and officers may be deemed to be participants
in the solicitation of proxies in connection with the upcoming special meeting
of stockholders. INFORMATION ABOUT LANDMARK'S PARTICIPANTS MAY BE OBTAINED
THROUGH THE SEC'S WEBSITE FROM THE DEFINITIVE PROXY MATERIALS FILED BY LANDMARK
WITH THE SEC ON DECEMBER 15, 2000. INFORMATION ABOUT MNB'S PARTICIPANTS MAY BE
OBTAINED THROUGH THE SEC'S WEBSITE FROM THE DEFINITIVE PROXY MATERIALS FILED BY
MNB WITH THE SEC ON APRIL 19, 2001.
Statements contained in this news release which are not historical facts are
forwarding-looking statements, as that term is defined in the Private Securities
Litigation Reform Act of 1995. Such forwarding-looking statements are subject to
risks and uncertainties which could cause actual results to differ materially
from those currently anticipated due to a number of factors, which include, but
are not limited to, factors discussed in documents filed by Landmark and MNB
with the Securities and Exchange Commission from time to time. Landmark and MNB
do not undertake, and specifically disclaim, any obligation to publicly release
results of any revisions that may be made to any forward-looking statements.
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