SCHEDULE 13E-3/A
(AMENDMENT NO. 2)
(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
and Communications on Behalf of the Communications on Behalf of the Person(s)
Person(s) Filing Statement) 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 119,528 shares of common stock of the subject company
acquired in the merger for $23.00 per share in cash, for a total
consideration of $2,749,144 (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 $323.58.
[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 LETTER TO SHAREHOLDERS DATED AUGUST 3, 2005, INCORPORATED BY
REFERENCE TO THE COMPANY'S FILING WITH THE COMMISSION ON AUGUST 4,
2005 PURSUANT TO RULE 240.14a-12 UNDER THE SECURITIES EXCHANGE ACT
OF 1934
EX-99.3 THE COMPANY'S PRESS RELEASE DATED AUGUST 10, 2005, INCORPORATED BY
REFERENCE TO EXHIBIT 99 OF ITS CURRENT REPORT ON FORM 8-K FILED WITH
THE COMMISSION ON AUGUST 10, 2005
EX-99.4 VALUATION REPORT AND SUPPLEMENTAL MATERIALS
EX-99.5 FEBRUARY 23, 2005 "GOING-PRIVATE" ANALYSIS BY AUSTIN ASSOCIATES,
LLC
EX-99.6 MERCHANTS BANCORP, INC. & MERCHANTS NATIONAL BANK STRATEGIC PLAN
2005-2007
EX-99.7 MERGER AGREEMENT BY AND BETWEEN MERCHANTS BANCORP, INC. AND MBI
MERGER SUB, INC., DATED DECEMBER 12, 2005
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 held, as of the Shareholder Record, 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 held, as of the Shareholder Record, 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 as of the Shareholder Record Date 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.
Shareholders who elect to receive a combination of Cash Consideration and Series
A Preferred Stock may determine at their election the whole number of their
Common Shares as to which they wish to receive the Cash Consideration and the
whole number of their Common shares as to which they elect to receive shares of
Series A Preferred Stock. Any such election must be made with respect to whole
shares of Common Stock only, and no election can be made which would result in
the issuance of a fractional share of Series A Preferred Stock. All such
shareholders will be entitled to receive the amount of Cash Consideration and/or
Series A Preferred Stock so elected upon the consummation of the proposed
transactions. However, the Board of Directors has expressly reserved the right
to re-evaluate the desirability of completing the proposed transactions in the
event the Company would be required to acquire more than 160,000 of its Common
Shares for cash, either pursuant to the terms of the Merger or pursuant to
dissenters' rights of appraisal, as described more thoroughly in the Preliminary
Proxy Statement attached hereto as Exhibit 1.
To facilitate the Merger, the Company has also proposed an amendment to
Article FOURTH of the Company's Amended and Restated Articles of Incorporation
to authorize the issuance of 140,000 shares of Series A Preferred stock. This
number represents the approximate aggregate amount of shares held by
shareholders owning more than 100 but fewer than 1,500 shares of the Company's
Common Stock. The Company's Board does not expect elections for the receipt of
Series A Preferred Stock to exceed this amount.
SHARES OF SERIES A PREFERRED STOCK WILL BE LESS LIQUID THAN SHARES OF THE
COMPANY'S COMMON STOCK, WILL HAVE NO VOTING RIGHTS, AND WILL NOT BE REGISTERED
UNDER SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934.
This Schedule 13E-3/A 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 the 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/A is being supplied
pursuant to General Instruction G to Schedule 13E-3/A. 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 --
--Background of Merger Proposal, -- Structure of the Merger,
--Recommendation of our Board of Directors, -- Purposes and Reasons
for MBI Merger Sub for the Merger Proposal,--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 September 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
99.1 PRELIMINARY PROXY STATEMENT, FORM OF PROXY, NOTICE OF SPECIAL
MEETING OF SHAREHOLDERS AND RELATED COVER LETTER, FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 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; APPENDIX F -- ANNUAL REPORT OF
MERCHANTS BANCORP, INC. ON FORM 10-K; AND APPENDIX G --
QUARTERLY REPORT OF MERCHANTS BANCORP, INC. ON FORM 10-Q.
99.2 Letter to Shareholders dated August 3, 2005, incorporated
by reference to the Company's filing with the Commission on
August 4, 2005 pursuant to Rule 240.14a-12 under the
Securities Exchange Act of 1934
99.3 The Company's Press Release dated August 10, 2005,
incorporated by reference to Exhibit 99 of its Current Report
on Form 8-K filed with the Commission on August 10, 2005
99.4 Valuation Report and supplemental materials prepared by Austin
Associates, LLC
99.5 February 23, 2005 "Going-Private" Analysis by Austin
Associates, LLC
99.6 Merchants Bancorp, Inc. & Merchants National Bank Strategic
Plan 2005-2007
99.7 Merger Agreement By and between Merchants Bancorp, Inc. and
MBI Merger Sub, Inc., dated December 12, 2005
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: December 15, 2005 MERCHANTS BANCORP, INC.
By: /s/ Paul W. Pence, III
---------------------------------------
Paul W. Pence, III, President & CEO
DATE: December 15, 2005 MBI MERGER SUB, INC.
By: /s/ Paul W. Pence, III
---------------------------------------
Paul W. Pence, III, President & CEO
EXHIBIT INDEX
99.1 Preliminary Proxy Statement, Form of Proxy, Notice of Special meeting of
Shareholders and related cover letter, filed with the Securities and
Exchange Commission on December 15, 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; Appendix F -- Annual Report of Merchants Bancorp,
Inc. on Form 10-K; and Appendix G -- Quarterly Report of Merchants
Bancorp, Inc. on Form 10-Q.
99.2 Letter to Shareholders dated August 3, 2005, incorporated by reference
to the Company's filing with the Commission on August 4, 2005 pursuant to
Rule 240.14a-12 under the Securities Exchange Act of 1934
99.3 The Company's Press Release dated August 10, 2005, incorporated by
reference to Exhibit 99 of its Current Report on Form 8-K filed with the
Commission on August 10, 2005
99.4 Valuation Report and supplemental materials prepared by Austin Associates,
LLC
99.5 February 23, 2005 "Going-Private" Analysis by Austin Associates, LLC
99.6 Merchants Bancorp, Inc. & Merchants National Bank Strategic Plan 2005-2007
99.7 Merger Agreement By and between Merchants Bancorp, Inc. and Mbi Merger
Sub, Inc., dated December 12, 2005