SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
Rule 13e-3 Transaction Statement
Under Section 13(e) Of The Securities Exchange Act Of 1934
MERCHANTS BANCORP, INC.
(Name Of The Issuer)
MERCHANTS BANCORP, INC.
MBI MERGER SUB, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
588442103
(CUSIP Number of Class of Securities)
Copy To:
DAVID J. MACK, ESQ.
PAUL W. PENCE, III, PRESIDENT AND CEO THOMAS C. BLANK, ESQ.
MERCHANTS BANCORP, INC. SHUMAKER, LOOP & KENDRICK, LLP
100 NORTH HIGH STREET 1000 JACKSON STREET
HILLSBORO, OHIO 45133 TOLEDO, OHIO 43624
(Name, Address and Telephone Number of (Name, Address and Telephone Number of
Person Authorized to Receive Notices Person Authorized to Receive Notices
and Communications on Behalf of the and Communications on Behalf of the
Person(s) Filing Statement) Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
CALCULATION OF FILING FEE
Transaction valuation Amount of filing fee
For purposes of calculating the fee only. This amount assumes the
acquisition of 152,560 shares of common stock of the subject company
acquired in the merger for $23.00 per share in cash, for a total
consideration of $3,508,880 (the "Total Consideration"). Pursuant to Rule
0-11(b)(1), the amount required to be paid with the filing of this Schedule
13E-3 equals .00011770 of the Total Consideration, or $413.00.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a) (2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $413.00 Filing Party: Merchants Bancorp, Inc.
Form or Registration No.: Pre. Sched. 14A Date Filed: September 8, 2005
TABLE OF CONTENTS
INTRODUCTION
Item 1 Summary Term Sheet
Item 2 Subject Company Information
Item 3 Identity and Background of Filing Person
Item 4 Terms of the Transaction
Item 5 Past Contacts, Transactions, Negotiations and Agreements
Item 6 Purposes of the Transaction and Plans or Proposals
Item 7 Purposes, Alternatives, Reasons and Effects
Item 8 Fairness of the Transaction
Item 9 Reports, Opinions, Appraisals and Negotiations
Item 10 Source and Amount of Funds or Other Consideration
Item 11 Interest in Securities of the Subject Company
Item 12 The Solicitation or Recommendation
Item 13 Financial Statements
Item 14 Persons/Assets Retained, Employed, Compensated or Used
Item 15 Additional Information
Item 16 Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1 SCHEDULE 14-A, APPENDICES THERETO AND RELATED MATERIALS
EX-99.2 VALUATION REPORT AND SUPPLEMENTAL MATERIALS
TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER
INTRODUCTION
This Rule 13E-3 Transaction Statement is being filed by Merchants
Bancorp, Inc., a Ohio corporation and registered bank holding company (the
"Company") and MBI Merger Sub, Inc., (a newly-formed, wholly-owned subsidiary of
the Company) in connection with the proposed merger (the "Merger") of MBI Merger
Sub, Inc. with and into the Company, with the Company being the surviving
corporation to the Merger. The Merger will be effectuated pursuant to an
Agreement and Plan of Merger (the "Merger Agreement"), between the Company and
MBI Merger Sub, Inc., as it may be amended from time to time.
Immediately upon effectiveness of the Merger, (i) each share of the
Company's common stock, without par value per share (the "Common Stock"), held
of record by a shareholder who owns, as of the Shareholder Meeting Date, 100 or
fewer shares of Common Stock will be converted into the right to receive $23.00
in cash from the Company and (ii) each share of the Common Stock held of record
by a shareholder who owns, as of the Shareholder Meeting Date, 1,500 or more
shares of Common Stock will not be affected by the Merger and will remain
outstanding. Shareholders owning of record more than 100 shares of Common Stock
but fewer than 1,500 shares of Common Stock will have the opportunity to elect
to either: (i) receive the per share cash consideration of $23.00 for every
share of Common Stock held thereby; or (ii) receive one share of a newly
authorized class of preferred stock (the "Series A Preferred Stock") of the
Company for every one share of Common Stock held thereby.
This Schedule 13E-3 is being filed with the Securities and Exchange
Commission contemporaneously with a preliminary proxy statement filed by the
Company pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Proxy Statement"), pursuant to which the shareholders of Merchants
Bancorp, Inc. will be given notice of and asked to approve an amendment to the
Company's Amended and Restated Articles of Incorporation to authorize the
issuance of 140,000 shares of Series A Preferred Stock, and to approve the
Merger and the Merger Agreement at the Company's special shareholders' meeting.
The following cross reference sheet included in this Schedule 13E-3 is being
supplied pursuant to General Instruction G to Schedule 13E-3. The information
contained in the Proxy Statement, including all appendices thereto, is expressly
incorporated herein by reference and the responses to each item are qualified in
their entirety by reference to the information contained in the Proxy Statement
and the appendices thereto. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to such terms in the Proxy
Statement.
ITEM 1. SUMMARY TERM SHEET
The required information is incorporated herein by reference to the
section of Exhibit 1 captioned --PROPOSAL I --SUMMARY TERM SHEET, and
--QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER.
ITEM 2. SUBJECT COMPANY INFORMATION
The required information is incorporated herein by reference to the
section of Exhibit 1 captioned --INFORMATION ABOUT MERCHANTS BANCORP
AND ITS AFFILIATES.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
The filing persons are Merchants Bancorp, Inc. and MBI Merger Sub, Inc.
The subject company is Merchants Bancorp, Inc. The required information
is incorporated herein by reference to the section of Exhibit 1
captioned --INFORMATION ABOUT MERCHANTS BANCORP AND ITS AFFILIATES.
ITEM 4. TERMS OF THE TRANSACTION
The required information is incorporated herein by reference to the
sections of Exhibit 1 captioned --PROPOSAL I --SUMMARY TERM SHEET; and
--SPECIAL FACTORS --Background of the Merger Proposal, --Purposes and
Reasons for the Merger Proposal, --Structure of the Merger,
--Determination of the Terms of the Merger, Recommendation of our Board
of Directors, --Interests of Certain Persons in the Merger --Certain
Terms of the Merger, --Rights of Dissenting Shareholders, and
--Material U.S. Federal Income Tax Consequences of the Merger; and
--INFORMATION REGARDING THE SPECIAL MEETING OF SHAREHOLDERS -Voting at
the Special Meeting and Requirements for Shareholder Approval.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
The required information is incorporated herein by reference to the
sections of Exhibit 1 captioned -- PROPOSAL I --SPECIAL FACTORS -Past
Contacts, Transactions, Negotiations and Agreements.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
The required information is incorporated herein by reference to the
sections of Exhibit 1 captioned --PROPOSAL I --SPECIAL FACTORS -- --
Certain Consequences of the Merger; Benefits and Detriments to
Affiliated and Non-Affiliated Shareholders, and --Termination of
Securities Exchange Act Registration.
Specific items contained in subparagraph (c) (1-8) of Item 1006 of
Regulation M-A which are either inapplicable or the answer is in the
negative are listed below. These items refer to plans or transactions
other than the proposed Ruled 13e-3 transaction, which would occur
after the proposed Rule 13e-3 transaction.
Item (c)(1) - Not Applicable. The Company is not planning any
extraordinary transaction, such as a merger, reorganization or
liquidation following the proposed Rule 13e-3 merger transaction.
Item (c)(2) - Not Applicable. The Company is not planning any
purchase, sale
or transfer of a material amount of its assets, or the assets of its
wholly-owned commercial bank subsidiary, following the proposed Rule
13e-3 merger transaction.
Item (c)(3) - Not Applicable. The Company is not planning any material
change in the present dividend rate or policy, or indebtedness or
capitalization following the proposed Rule 13e-3 merger transaction.
Item (c)(4) - Not Applicable. The Company is not planning any change
in the present board of directors or management following the proposed
Rule 13e-3 merger transaction.
Item (c)(5) - Not Applicable. The Company is not planning any other
material change in its corporate structure or business following the
proposed Rule 13e-3 merger transaction.
Item (c)(8) - Not Applicable. The Company is currently under no
obligation to file reports under Section 15(d) of the Exchange Act.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
The required information is incorporated herein by reference to the
sections of Exhibit 1 captioned --PROPOSAL I --SPECIAL FACTORS
--Background of Merger Proposal, --Purposes of and Reasons for the
Merger Proposal, --Structure of the Merger, --Recommendation of our
Board of Directors, -- Purposes and Reasons for MBI Merger Sub for the
Merger Proposal, --Interests of Certain Persons in the Merger,
--Certain Consequences of the Merger; Benefits and Detriments to
Affiliated and Non-Affiliated Shareholders, --Operations of the Bank
following the Merger, --Material U.S. Federal Income Tax Consequences
of the Merger, --Pro Forma Effect of the Merger, and --Termination of
Securities Exchange Act Registration.
ITEM 8. FAIRNESS OF THE TRANSACTION
The required information is incorporated herein by reference to the
sections of Exhibit 1 captioned --PROPOSAL I -- SPECIAL FACTORS
--Determination of the Terms of the Merger, --Financial Fairness,
--Recommendation of our Board of Directors and --Position of MBI Merger
Sub as to the Fairness of the Merger.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
The required information is incorporated herein by reference to the
section of Exhibit 1 captioned --PROPOSAL I --SPECIAL FACTORS
--Determination of the Terms of the Merger, and --Financial Fairness;
and --APPENDIX C--Opinion of Independent Financial Advisor.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The required information is incorporated herein by reference to the
section of Exhibit 1 captioned --PROPOSAL I --SPECIAL FACTORS --Source
of Funds and Expenses."
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
The required information is incorporated herein by reference to the
sections of Exhibit 1 captioned --INFORMATION ABOUT MERCHANTS BANCORP,
INC. AND ITS AFFILIATES --Voting Securities Held by Directors,
Executive Officers and 5% Beneficial Owners of Merchants Bancorp, Inc.,
--Recent Affiliate Transactions in Merchants Bancorp Stock, and --Stock
Repurchases by Merchants Bancorp.
ITEM 12. THE SOLICITATION OR RECOMMENDATION
The required information incorporated herein by reference to the
section of Exhibit 1 captioned --PROPOSAL I --SPECIAL FACTORS
--Recommendation of our Board of Directors, --Position of MBI Merger
Sub as to the Fairness of the Merger, and --Interests of Certain
Persons in the Merger.
ITEM 13. FINANCIAL STATEMENTS
(a) Audited financial statements of Merchants Bancorp, Inc. are
incorporated herein by reference to its Annual Report on Form 10-K for
the fiscal year ended December 31, 2004. Unaudited interim financial
statements of Merchants Bancorp, Inc. are incorporated herein by
reference to its Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2005. The information in the proxy statement referred to
in --DOCUMENTS INCORPORATED BY REFERENCE and --WHERE YOU CAN FIND MORE
INFORMATION is incorporated herein by reference.
(b) The information set forth in the proxy statement under --PROPOSAL I
--SPECIAL FACTORS --Pro Forma Effect of the Merger; --INFORMATION ABOUT
MERCHANTS BANCORP AND ITS AFFILIATES --Selected Historical Financial
Data; and APPENDIX E - Merchants Bancorp, Inc. Consolidated Pro Forma
Financial Statements is incorporated herein by reference.
ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED
The required information is incorporated herein by reference to the
section of Exhibit 1 captioned --INFORMATION REGARDING THE SPECIAL
MEETING OF SHAREHOLDERS --Solicitation of Proxies.
ITEM 15. ADDITIONAL INFORMATION
The required information is incorporated herein by reference to the
section of Exhibit 1 captioned --PROPOSAL II - AMENDMENT TO THE
ARTICLES OF MERCHANTS BANCORP, INC.
ITEM 16. EXHIBITS
1. Preliminary Proxy Statement, Form of Proxy, Notice of Special
meeting of Shareholders and related cover letter, filed with the
Securities and Exchange Commission on September 8, 2005,
including Appendix A -- Agreement and Plan of Merger; Appendix
B--Ohio Dissenters' Statute;
Appendix C--Opinion of Independent Financial Advisor; Appendix
D--Form of Certificate of Amendment to the Merchant Bancorp, Inc.
Amended and Restated Articles of Incorporation; Appendix
E--Consolidated Pro Forma Financial Statements; and Appendix
F--Report of Merchants Bancorp, Inc. on Form 10-Q.
2. Valuation Report and supplemental materials prepared by Austin
Associates, LLC
SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: September 8, 2005 MERCHANTS BANCORP, INC.
By: /s/ Paul W. Pence, III
------------------------------------
Paul W. Pence, III, President & CEO
Date: September 8, 2005 MBI MERGER SUB, INC.
By: /s/ Paul W. Pence, III
------------------------------------
Paul W. Pence, III, President & CEO
EXHIBIT INDEX
1. Preliminary Proxy Statement, Form of Proxy, Notice of Special meeting of
Shareholders and related cover letter, filed with the Securities and
Exchange Commission on September 8, 2005, including Appendix A --
Agreement and Plan of Merger; Appendix B--Ohio Dissenters' Statute;
Appendix C--Opinion of Independent Financial Advisor; Appendix D--Form of
Certificate of Amendment to the Merchant Bancorp, Inc. Amended and Restated
Articles of Incorporation; Appendix E--Consolidated Pro Forma Financial
Statements; and Appendix F--Report of Merchants Bancorp, Inc. on Form 10-Q.
2. Valuation Report and supplemental materials prepared by Austin Associates,
LLC