SCHEDULE 13E-3/A
(FINAL AMENDMENT)
(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.
(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, JR., 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
(937) 393-1993 (419) 321-1396
(Name, Address and Telephone Number of (Name, Address and Telephone Number of
Person Authorized to Receive Notices and Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Communications on Behalf of the Person(s)
Filing Statement) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [ ] 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. [X] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [X]
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
This Final Amendment to Schedule 13E-3 (this "Final Amendment") amends the
Schedule 13E-3 filed with the Securities and Exchange Commission (the "SEC") on
September 8, 2005 by Merchants Bancorp, Inc. (the "Company"), an Ohio
corporation, as amended by the Amendment No. 1 to Schedule 13E-3 filed on
November 2, 2005, the Amendment No. 2 to Schedule 13E-3 filed on December 15,
2005, and the Amendment No. 3 to Schedule 13E-3 filed on December 21, 2005. This
Final Amendment is being filed pursuant to Rule 13e-3 as a final amendment to
report the results of the Merger (as defined below.)
A special meeting of the shareholders of Merchants Bancorp, Inc. (the
"Special Meeting") was held on January 24, 2006 to vote on two interrelated
proposals designed to reduce the number of record holders of the Company's
common shares to below 300. The proposals involved: (1) amending the Company's
Amended and Restated Articles of Incorporation (the "Amendment") to authorize
the issuance of 140,000 shares of a new class of Series A Non-Cumulative 20-Year
Preferred Stock ("Series A Preferred Stock"); and (2) approving the merger of a
recently-formed, wholly-owned subsidiary of Merchants Bancorp, MBI Merger Sub,
Inc., with and into Merchants Bancorp, Inc. (the "Merger"). The Company's
shareholders approved the Amendment with an affirmative vote of 83.5% of the
Company's outstanding common shares, and approved the Merger with an affirmative
vote of 83.9% of the Company's outstanding common shares. On January 24, 2006, a
Certificate of Amendment to the Company's Amended and Restated Articles of
Incorporation was filed with the Ohio Secretary of State to effect the
Amendment, and a Certificate of Merger was also filed to effect the Merger. The
Certificate of Amendment was effective upon filing, and the Certificate of
Merger became effective on February 1, 2006 (the "Effective Time").
Pursuant to the terms of the Merger, at the Effective Time: (i) each share
of common stock held by a shareholder of record who, as of the Special Meeting
record date held 100 or fewer shares, was converted into the right to receive
$23.00 in cash per share from the Company; and (ii) each share of common stock
held by a shareholder of record who as, of the Special Meeting record date held
1,500 or more shares, remained unchanged. At the Effective Time, each share of
common stock held by a shareholder of record who as of the Special Meeting
record date held more than 100 but fewer than 1,500 shares of Common Stock was
converted into the right to receive: (i) the per share cash consideration of
$23.00; (ii) one share of Series A Preferred Stock; or (iii) a combination of
cash and Preferred Stock, as previously elected by the shareholder.
The Merger reduces the record number of the Company's common shareholders
to below 300 and, concurrently with the filing of this Final Amendment, the
Company is filing a Form 15 with the SEC to terminate the registration of its
common shares under Section 12(g) of the Securities Exchange Act of 1934 (the
"Act") and to suspend its reporting obligations with the SEC under the Act.
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: February 1, 2006 MERCHANTS BANCORP, INC.
By: /s/ Paul W. Pence, Jr.
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Paul W. Pence, Jr., President