8-K
CONSUMERS BANCORP INC /OH/ (CBKM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange A ct 1934
January 1, 2020
(Date of report/date of earliest event reported)
CONSUMERS BANCORP, INC.
(Exact name of registrant as specified in its charter)
| OHIO | 033-79130 | 34-1771400 |
|---|---|---|
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) |
614 East Lincoln Way
P.O. Box 256
Minerva, Ohio 44657
(Address of principal executive offices)
(330) 868-7701
(Registrant’s telephone number, including area code)
N/A
(Former name of former address, if changes since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 2.01 **** Completion of Acquisition or Disposition of Assets.
At 12:01 a.m. on January 1, 2020 (the “Effective Time”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 14, 2019, by and among Consumers Bancorp, Inc., an Ohio corporation (“Consumers”), Consumers National Bank, a national banking association and a wholly-owned subsidiary of Consumers (“Consumers Bank”), Peoples Bancorp of Mt. Pleasant, Inc., an Ohio corporation (“Peoples”), and The Peoples National Bank of Mount Pleasant, a national banking association and a wholly-owned subsidiary of Peoples (“Peoples Bank”), Peoples merged with Consumers, with Consumers being the surviving corporation, and Peoples Bank merged with Consumers Bank, with Consumers Bank being the surviving banking subsidiary of Consumers. At the Effective Time, under the Merger Agreement, each outstanding share of Peoples common stock (other than certain common stock excluded pursuant to the Merger Agreement) was converted into the right to receive $1,200 in cash with respect to which an election to receive cash was made, a combination of cash and Consumers common shares with respect to which an election to receive Consumers common shares or a combination of cash or Consumers common shares was made; or if no election was made, the right to receive $1,200 in cash. The Merger Agreement has proration procedures designed to result in the total merger consideration being 50% Consumers common shares and 50% cash. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated by reference herein.
Item 5.02 **** Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Under the terms of the Merger Agreement, on January 1, 2020, the board of directors of Consumers appointed John W. Parkinson, CFP, formerly a member of Peoples’ board of directors, to the Consumers and Consumers Bank Boards of Directors. Mr. Parkinson was appointed as a Class I director. Mr. Parkinson is an “independent director” under applicable NASDAQ rules.
Mr. Parkinson is President, Chief Compliance Officer of Appalachian Capital Management Ltd., a firm he founded in 1990, which provides money management for individuals, trusts, non-profits and corporations. He has Bachelor of Science degree from The Ohio State University and is a Certified Financial Planner. Mr. Parkinson is 55 and served as a member of Peoples and Peoples Bank Board of Directors since 2005.
Mr. Parkinson will be entitled to the customary compensation arrangements for the Bank’s non-employee directors, consisting of an annual base retainer of $7,000, $1,000 for each Board meeting attended and compensation in the range of $100 to $200 per meeting for each committee meeting attended. In addition, Mr. Parkinson will be eligible to receive Restricted Stock awards if certain specified net income performance targets as established by the Compensation Committee are achieved.
Item 8.01 Other Events
On January 2, 2020, Consumers issued a press release announcing that, effective January 1, 2020, in accordance with the Merger Agreement, Peoples merged with Consumers, with Consumers being the surviving corporation, and Peoples Bank merged with Consumers Bank, with Consumers Bank being the surviving banking subsidiary of Consumers. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 **** Financial Statements and Exhibits
d. Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Consumers Bancorp, Inc. | |
|---|---|
| Date: January 2, 2020 | /s/ Ralph J. Lober, II |
| Ralph J. Lober, II President and Chief<br><br> <br>Executive Officer |
ex_168448.htm
| Exhibit 99.1 |
|---|
Consumers Bancorp, Inc. Completes Acquisition of Peoples Bancorp of Mt. Pleasant, Inc.
Minerva, Ohio – January 2, 2020 (OTCQX: CBKM) Consumers Bancorp, Inc. (Consumers) today announced it has completed its acquisition of Peoples Bancorp of Mt. Pleasant, Inc. (Peoples) and is now operating as one company, having merged Peoples into Consumers. The transaction brings Consumers total assets to approximately $625 million, based on information as of September 30, 2019. The Peoples National Bank of Mount Pleasant, a national banking association and a wholly-owned subsidiary of Peoples, merged with Consumers National Bank, a national banking association and a wholly-owned subsidiary of Consumers (“Consumers Bank”), with Consumers Bank being the surviving banking subsidiary of Consumers.
In exchange for each outstanding share of Peoples common stock (other than certain common stock excluded pursuant to the Merger Agreement) Peoples shareholder will receive $1,200 in cash with respect to which an election to receive cash was made, a combination of cash and Consumers common shares with respect to which an election to receive Consumers common shares or a combination of cash or Consumers common shares was made; or if no election was made, $1,200 in cash.
The Consumers Board of Directors has also named John W. Parkinson, CFP, to the Board of Directors of Consumers and Consumers National Bank, its wholly-owned subsidiary. Parkinson (55), who has served as a member of the Peoples Board since 2005, is the President and founder of Appalachian Capital Management Ltd., a Saint Clairsville, Ohio based money management firm.
“We are pleased the merger with Peoples Bancorp of Mount Pleasant is complete. We look forward to the larger organization having a greater impact throughout the combined market areas. The Peoples branch staff will offer a fuller line of retail and commercial deposit-related products and services and we will expand the bank’s commercial, agricultural, consumer, and residential mortgage lending offerings,” said Ralph J. Lober II, Consumers’ President and Chief Executive Officer. “Since 1903, Peoples has nurtured a strong reputation for customer service and community involvement. We intend, to honor and build on that tradition. We expect Mr. Parkinson, as an experienced community bank director, to provide our board with valuable historical and market insight that we expect will contribute to future growth in these new markets,” he added.
Forward-Looking Information
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). These statements include statements relating to the merger transaction with Peoples Bancorp and the post-merger integration, the combination of their businesses and projected revenue, as well as profitability and earnings outlook. The words “may,” “continue,” “estimate,” “intend,” “plan,” “seek,” “will,” “believe,” “project,” “expect,” “anticipate” and similar expressions are intended to identify forward-looking statements. These statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those anticipated at the date of this press release. These risks and uncertainties include, but are not limited to, the following: unanticipated difficulties or expenditures relating to the merger; legal proceedings, including those that may be instituted against Consumers, its board of directors, its executive officers and others; disruptions of current plans and operations caused by the merger and the resulting integration of Peoples Bancorp with Consumers; potential difficulties in employee retention due to the merger; any failure to meet expected cost savings, synergies and other financial and strategic benefits in connection with the merger within anticipated time frames or at all; the response of customers, suppliers and business partners to the merger; risks related to diverting management’s attention from Consumers’ ongoing business operations; material unforeseen changes in the financial condition or results of Consumers National Bank’s (Consumers’ wholly-owned bank subsidiary) customers; regional and national economic conditions becoming less favorable than expected, resulting in, among other things, a deterioration in credit quality of assets and the underlying value of collateral could prove to be less valuable than otherwise assumed or debtors being unable to meet their obligations; rapid fluctuations in market interest rates could result in changes in fair market valuations and net interest income; pricing and liquidity pressures that may result in a rising market rate environment; competitive pressures on product pricing and services; the economic impact from the oil and gas activity in the region could be less than expected or the timeline for development could be longer than anticipated; and the nature, extent, and timing of government and regulatory actions. While the list of factors presented here is, and the Risk Factors starting on page 16 of the registration statement on Form S-4/A filed with the SEC on September 4, 2019 related to the merger of Consumers/Peoples, are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. The forward-looking statements included in this press release speak only as of the date made and Consumers does not undertake a duty to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
About Consumers Bancorp, Inc.
Consumers is a bank holding company headquartered in Minerva, Ohio. Prior to the merger, Consumers’ banking subsidiary, Consumers Bank, operated 15 full-service branch locations and one loan production office in Carroll, Columbiana, Jefferson, Stark, Summit and Wayne counties in Ohio. As a result of the acquisition of Peoples, Consumers is an approximately $625 million holding company and Consumers Bank operates an additional three locations in Jefferson County, Ohio. Additional information on Consumers may be accessed at www.consumersbank.com.