Item 2.01. Completion of Acquisition or Disposition of Assets.
Effective August 5, 2014, Southern Missouri Bancorp, Inc. ("Southern Missouri")
completed its previously announced acquisition of Peoples Service Company
("PSC") and PSC's subsidiary, Peoples Banking Company ("PBC"), pursuant to an
Agreement and Plan of Reorganization, dated as of February 25, 2014 (the "Merger
Agreement"), by and among Southern Missouri, PSC and PBC, under which PSC merged
with and into Southern Missouri (the "Merger"). Immediately following the
Merger, PBC was merged with and into Southern Missouri. PBC was the owner of
100% of the stock of Peoples Bank of the Ozarks, which is now a wholly owned
subsidiary of Southern Missouri.
Pursuant to the Merger Agreement, upon completion of the Merger, each share of
the common stock, $0.01 par value per share, of PSC ("PSC Common Stock") issued
and outstanding immediately prior to the completion of the Merger converted into
the right to receive 0.3289 shares of the common stock, $0.01 par value per
share, of Southern Missouri ("Southern Missouri Common Stock") and $11.50 in
cash. Cash will be paid in lieu of any fractional shares of Southern Missouri
Common Stock. In connection with the Merger, Southern Missouri issued an
aggregate of approximately 345,897 shares of Southern Missouri Common Stock and
paid aggregate cash consideration of approximately $12.09 million.
In accordance with the Merger Agreement, Southern Missouri assumed the
obligations of PBC under $6.495 million aggregate principal amount of Junior
Subordinated Debt Securities due June 15, 2035 relating to PBC's outstanding
trust preferred securities.
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 incorporated herein by reference as Exhibit 2.1.
Item 3.02. Unregistered Sales of Equity Securities
The information set forth in Item 2.01 is incorporated herein by reference. The
issuance of the shares of Southern Missouri Common Stock in connection with the
Merger was exempt from registration under the Securities Act of 1933, as amended
(the "Securities Act"), as a transaction not involving any public offering,
pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation
D under the Securities Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 1, 2014, the Board of Directors of Southern Missouri appointed Todd E.
Hensley as a director of Southern Missouri, which appointment became effective
on August 5, 2014 upon completion of the Merger. The Board committees to which
Mr. Hensley will be appointed have not yet been determined. The appointment of
Mr. Hensley, who was the Chairman, President and Chief Executive Officer of PSC
prior to the Merger, was contemplated by and made in accordance with the Merger
As a director of Southern Missouri, Mr. Hensley is expected to be entitled to
the same general compensation arrangement as is provided to the other
non-employee directors of Southern Missouri. A description of this arrangement
is contained under the heading "Compensation of
Directors" in the Company's definitive proxy statement filed with the Securities
and Exchange Commission on September 25, 2013 and is incorporated herein by
Pursuant to the Merger Agreement, two loans previously made to PBC by the Todd
E. Hensley Revocable Living Trust dated November 18, 1993, of which Todd E.
Hensley is the trustee, with an aggregate outstanding balance of $457,504.96
were paid in full by Southern Missouri in connection with the closing of the
Merger. Also pursuant to the Merger Agreement, a loan previously made to PSC by
the Robert E. Hensley Revocable Living Trust dated November 15, 1982 (the
"Robert E. Hensley Trust") with an outstanding balance of $2,463,458.44 was paid
in full by Southern Missouri in connection with the closing of the Merger. Todd
E. Hensley was the guarantor of the loan to PSC by the Robert E. Hensley
Trust. Robert E. Hensley, who is the trustee of the Robert E. Hensley Trust, is
the father of Todd E. Hensley.
Item 8.01. Other Events.
On August 5, 2014
, Southern Missouri
issued a press release announcing the
completion of the Merger. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Financial statements of the business acquired will be filed by amendment to this
Current Report on Form 8-K (this "Report") no later than 71 days following the
date that this Report is required to be filed.
(b) Pro forma financial information.
Pro forma financial information will be filed by amendment to this Report no
later than 71 days following the date that this Report is required to be filed.
The following exhibits are being filed herewith.
2.1 Agreement and Plan of Reorganization, dated as of
February 25, 2014, by and among Southern Missouri
Bancorp, Inc. and Peoples Service Company and Peoples
Banking Company (attached as Exhibit 2.1 to Southern
Missouri Bancorp, Inc.'s Current Report on Form 8-K filed
on February 28, 2014, and incorporated herein by
99.1 Press Release of Southern Missouri Bancorp, Inc. dated
August 5, 2014.