Form 8-K HORIZON BANCORP /IN/ For: Jul 01
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8‑K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of report (Date of earliest event reported): July 1, 2015
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Horizon Bancorp
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(Exact Name of Registrant as Specified in Its Charter)
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Indiana
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000-10792
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35-1562417
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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515 Franklin Square, Michigan City, Indiana
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46360
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(Address of Principal Executive Offices)
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(Zip Code)
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(219) 879-0211
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(Registrant’s Telephone Number, Including Area Code)
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.01 Completion of Acquisition or Disposition of Assets
On July 1, 2015, Horizon Bancorp (“Horizon”) completed its previously announced acquisition of Peoples Bancorp, an Indiana corporation (“Peoples”), pursuant to an Agreement and Plan of Merger dated February 18, 2015 (the “Merger Agreement”) between Horizon and Peoples. The shareholders of Horizon and Peoples approved the Merger at their respective shareholder meetings on June 30, 2015. Pursuant to the Merger Agreement, Peoples merged with and into Horizon, with Horizon surviving the merger (the “Merger”), and Peoples Federal Savings Bank of DeKalb County, a federally chartered stock savings bank and wholly-owned subsidiary of Peoples (“Peoples Bank”), merged with and into Horizon Bank, National Association, the wholly-owned national bank subsidiary of Horizon (“Horizon Bank”), with Horizon Bank as the surviving bank.
In connection with the Merger, each Peoples shareholder who held at least 100 shares of Peoples common stock received fixed consideration of (i) 0.95 shares of Horizon common stock for each share of Peoples common stock, and (ii) $9.75 in cash. Peoples shareholders holding fewer than 100 shares received fixed consideration of $33.14 per share in cash and did not receive any shares of Horizon common stock. Each outstanding share of Horizon common stock remained outstanding and was unaffected by the Merger.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by Horizon with the Securities and Exchange Commission (“SEC”) on February 19, 2015 and is incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, effective as of the closing of the Merger, Maurice F. Winkler, III, the former Chief Executive Officer and President of Peoples, was appointed to the board of directors of Horizon and Horizon Bank. Mr. Winkler will serve as a director of Horizon for a term expiring at Horizon’s 2018 annual meeting of shareholders.
Mr. Winkler, who is age 59, joined Peoples Bank in 1979 and was appointed to the Board of Directors of Peoples in June 1993. From 1981 to 1985, he served as Peoples Bank’s Controller, and in December 1985 became Vice President – Operations. Mr. Winkler assumed the duties of President and Chief Executive Officer of Peoples and Peoples Bank effective October 1, 1996.
Mr. Winkler will be entitled to receive the standard director compensation previously established by the Compensation Committee of Horizon’s board of directors and generally offered to other non-employee directors, as further described in the joint proxy statement/prospectus of Horizon and Peoples filed by Horizon with the SEC on June 1, 2015. Other than being eligible to receive such director compensation, Mr. Winkler did not enter into any material plan, contract, or arrangement in connection with his appointment as a director. Mr. Winkler is not a party to any transaction with Horizon that would require disclosure under Item 404(a) of SEC Regulation S-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 30, 2015, Horizon held its Annual Meeting of Shareholders. Only holders of Horizon’s common stock at the close of business on May 11, 2015 (the “Record Date”) were entitled to vote at the annual meeting. As of the Record Date, there were 9,232,163 shares of common stock entitled to vote. A total of 8,007,722 shares of common stock (86.7%), constituting a quorum, were represented in person or by valid proxies at the annual meeting.
Horizon’s shareholders voted on five proposals at the annual meeting. The proposals are described in detail in the joint proxy statement/prospectus of Horizon and Peoples filed by Horizon with the SEC on June 1, 2015. The final results of the votes regarding each proposal are set forth below.
Proposal 1: Approval of the Agreement and Plan of Merger dated February 18, 2015 by and between Horizon Bancorp and Peoples Bancorp, and the related Plan of Merger, and the transactions contemplated thereby, including the issuance of Horizon Bancorp common stock in the merger. The votes regarding this proposal were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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6,793,211
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36,661
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8,601
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1,169,248
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Proposal 2: Horizon’s shareholders elected three directors to the board of directors to serve for a three year term until the 2018 annual meeting of shareholders. The votes regarding this proposal were as follows:
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For
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Withhold
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Broker Non-Votes
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Lawrence E. Burnell
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6,799,354
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39,120
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1,169,248
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Peter L. Pairitz
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6,728,773
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109,701
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1,169,248
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Spero W. Valavanis
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6,716,528
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121,946
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1,169,248
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Proposal 3: Advisory vote to approve executive compensation. The votes regarding this proposal were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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6,406,458
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325,439
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106,577
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1,169,248
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Proposal 4: Ratification of the appointment of BKD, LLP as independent auditors for 2015. The votes regarding this proposal were as follows:
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For
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Against
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Abstain
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7,846,975
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122,227
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38,520
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Proposal 5: Approval of an adjournment of the annual meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes present at the annual meeting in person or by proxy to approve any of the above items. The votes regarding this proposal were as follows:
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For
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Against
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Abstain
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7,580,137
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405,428
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22,157
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Item 8.01 Other Events
On July 1, 2015, Horizon and Peoples issued a joint press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of business acquired
The financial statements required by this item are incorporated herein by reference to the consolidated financial statements of Peoples Bancorp and its subsidiaries included in pages F-1 through F-59 in the joint proxy statement/prospectus of Horizon and Peoples dated May 28, 2015, filed by Horizon with the SEC pursuant to Securities Act Rule 424(b)(3) (Registration No. 333-203868) on June 1, 2015.
(b) Pro forma financial information
The pro forma financial information required by this item is incorporated herein by reference to the pro forma financial information included under the heading “Unaudited Pro Forma Combined Financial Information” in the joint proxy statement/prospectus of Horizon and Peoples dated May 28, 2015, filed by Horizon with the SEC pursuant to Securities Act Rule 424(b)(3) (Registration No. 333-203868) on June 1, 2015.
(d) Exhibits
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger dated February 18, 2015 between Horizon Bancorp and Peoples Bancorp (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed by the registrant on February 19, 2015)
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99.1
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Joint press release issued on July 1, 2015
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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 hereto duly authorized.
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Date: July 1, 2015
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Horizon Bancorp
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By:
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/s/ Craig M. Dwight
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Craig M. Dwight,
Chairman and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger dated February 18, 2015 between Horizon Bancorp and Peoples Bancorp (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed by the registrant on February 19, 2015)
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99.1
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Joint press release issued on July 1, 2015
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Exhibit 99.1
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Date: July 1, 2015
FOR IMMEDIATE RELEASE
Horizon Bancorp Announces Closing of Peoples Bancorp Merger
Michigan City, Indiana – Horizon Bancorp (NASDAQ GM: HBNC, “Horizon”), the parent of Horizon Bank, N.A., (“Horizon Bank”) announces the completion of the acquisition of Peoples Bancorp (OTCPINK.PBNI, “Peoples”) and its wholly-owned subsidiary, Peoples Federal Savings Bank of DeKalb County (“Peoples Federal”), effective July 1, 2015. Peoples was merged into Horizon and simultaneously Peoples Federal merged into Horizon Bank. As previously announced, the bank resulting from the merger will operate under the name Horizon Bank. Under the terms of the merger agreement, Peoples’ shareholders owning 100 or more shares will receive .95 shares of Horizon common stock and $9.75 in cash for each share of Peoples common stock they own. Shareholders owning fewer than 100 shares of Peoples common stock will receive $33.14 per share in cash and will not be entitled to receive any shares of Horizon common stock.
As part of this transaction, Horizon Bank will be adding fifteen new branches that will expand its branch network to forty-six offices throughout southern Michigan and Indiana. “We are pleased that many of the familiar faces that Peoples’ customers have come to know will remain with Horizon at their neighborhood branches, said Craig M. Dwight, Horizon Bank’s Chairman and Chief Executive Officer. “Horizon has a closely held belief to hire and retain local talent with similar community banking values. We are excited to partner with this team of seasoned banking professionals,” continued Dwight.
Dwight further commented, “Horizon Bank will be adding value to the communities and customers served by Peoples by broadening their product line-up, which includes robust mobile and internet banking services; advanced treasury management services for businesses; a wide range of mortgage products; higher lending limits and service guarantees on loan approvals.”
Maury Winkler former President and Chief Executive Officer of Peoples Federal stated, “We look forward to working with Horizon – a company that is both financially solid and totally committed to its customers and the communities it serves. Our branch staff, business bankers and agricultural lenders are pleased to continue to work for Horizon in order to provide our customers with the personal service they are accustomed to receiving plus the additional benefit of Horizon’s expanded products and services.”
Winkler further stated that Horizon has pledged $50,000 per year over the next five years in annual contributions to local not for profit agencies within Peoples Federal’s communities. In addition, Horizon will match employee contributions made to their local United Way dollar for dollar.
Horizon Bank is finalizing integration plans that include a systems integration that is expected to take place the weekend of September 26, 2015. As a result, on that date Peoples Federal customer accounts will automatically change to Horizon accounts with no action required on the part of the customer. Customer checks, debit cards, direct deposits, payments, and account numbers will remain unchanged in order to make this transition as smooth as possible.
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Page 2: Cont. Horizon Bancorp & Peoples Bancorp Merger
Dwight further explained, “the addition of these fifteen new banking offices positions Horizon well to continue its expansion efforts in Indiana and Michigan.”
Horizon Bancorp was advised by Cummings & Company, LLC and the law firm of Barack Ferrazzano Kirschbaum & Nagelberg LLP. Peoples was advised by Keefe, Bruyette & Woods, Inc. a Stifel Company and the law firm of Barnes & Thornburg LLP.
About Horizon Bancorp
Horizon Bancorp is a locally owned, independent bank holding company serving northern and central Indiana and southwest and central Michigan through its commercial banking subsidiary Horizon Bank, NA. Horizon also offers mortgage-banking services throughout the Midwest. Horizon Bancorp may be reached online at www.horizonbank.com. Its common stock is traded on the NASDAQ Global Select Market under the symbol HBNC.
Forward Looking Statements
This press release may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of Horizon. For these statements, Horizon claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in this press release should be considered in conjunction with the other information available about Horizon, including the information in the filings it makes with the Securities and Exchange Commission. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance.
Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include risk factors relating to the banking industry and the other factors detailed from time to time in Horizon’s reports filed with the Securities and Exchange Commission, including those described in “Item 1A Risk Factors” of Part I of Horizon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Horizon does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.
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Horizon Contact Information:
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Peoples Contact Information:
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Craig M. Dwight
Chairman and Chief Executive Officer Phone: (219) 873-2725 |
Maurice F. Winkler, III
President and Chief Executive Officer Main Office #: 260-925-2500 |
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Mark E. Secor
Chief Financial Officer
Phone: (219) 873-2611 Fax: (219) 874-9280 |
Steven H. Caryer
Senior Vice President & Chief Financial Officer
Main Office # 260-925-2500 |
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