CONSUMERS BANCORP, INC. (OTCMKTS:CBKM) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01Completion of Acquisition or Disposition of Assets.
At 12:01 a.m. on January 1, 2020 (the “Effective Time”), 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 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 5.02Departure 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 9.01Financial Statements and Exhibits
d. Exhibits
CONSUMERS BANCORP INC /OH/ Exhibit
EX-99.1 2 ex_168448.htm EXHIBIT 99.1 ex_168448.htm Exhibit 99.1 Consumers Bancorp,…
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About CONSUMERS BANCORP, INC. (OTCMKTS:CBKM)
Consumers Bancorp, Inc. is a bank holding company. The Company holds common stock of Consumers National Bank (Bank). The Company is engaged in the business of commercial and retail banking. The Bank’s business involves attracting deposits from businesses and individual customers and using such deposits to originate commercial, mortgage and consumer loans in its market area, consisting of Carroll, Columbiana, Stark, Summit, Wayne and contiguous counties in Ohio. As of June 30, 2016, the Bank had 12 branch locations and two loan production offices. Its business banking consists of checking, including business entree checking and business complete checking; business debit card; business savings; business services; loans and credit, and services for employers. Its personal banking services include checking, which consists of Brilliant High Yield Checking, Flash Checking, Bright Checking and Vivid Interest Checking; personal debit card, and savings and certificates of deposit (CDs).
