0001193125-12-415580.txt : 20121004 0001193125-12-415580.hdr.sgml : 20121004 20121004172030 ACCESSION NUMBER: 0001193125-12-415580 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20121004 DATE AS OF CHANGE: 20121004 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF THE OZARKS INC CENTRAL INDEX KEY: 0001038205 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 710556208 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 333-27641 FILM NUMBER: 121130333 BUSINESS ADDRESS: STREET 1: 17901 CHENAL PARKWAY CITY: LITTLE ROCK STATE: AR ZIP: 72223 BUSINESS PHONE: (501) 978-2265 MAIL ADDRESS: STREET 1: P.O. BOX 8811 CITY: LITTLE ROCK STATE: AR ZIP: 72231 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF THE OZARKS INC CENTRAL INDEX KEY: 0001038205 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 710556208 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 17901 CHENAL PARKWAY CITY: LITTLE ROCK STATE: AR ZIP: 72223 BUSINESS PHONE: (501) 978-2265 MAIL ADDRESS: STREET 1: P.O. BOX 8811 CITY: LITTLE ROCK STATE: AR ZIP: 72231 425 1 d421285d8k.htm FORM 8-K Form 8-K

 

 

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 Act of 1934

Date of Report (Date of earliest event reported): October 4, 2012

 

 

Bank of the Ozarks, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Arkansas   333-27641   71-0556208

(State of incorporation

or other jurisdiction)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

17901 Chenal Parkway, Little Rock, Arkansas   72223
(Address of principal executive offices)   (Zip Code)

(501) 978-2265

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed 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):

 

  x 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))

 

 

 

Item 8.01 – Other Information.

On October 4, 2012, the Board of Directors of Bank of the Ozarks, Inc. (the “Company”) approved and the Company executed a definitive agreement and plan of merger (the “Agreement”) with Genala Banc, Inc. (“Genala”) whereby the Company will acquire all of the outstanding common stock of Genala in a transaction valued at approximately $27.3 million.

Under the terms of the Agreement, the Company will issue shares of its common stock valued at approximately $13.9 million plus approximately $13.4 million in cash for all outstanding shares of Genala common stock, subject to certain conditions and potential adjustments. Simultaneous with the closing of the transaction, Genala will merge into the Company, and The Citizens Bank, which is the banking subsidiary of Genala, will merge into the Company’s wholly-owned bank subsidiary, Bank of the Ozarks. Completion of the transaction is subject to certain closing conditions, including customary regulatory approvals and the approval of the shareholders of Genala. The transaction is expected to close in late December 2012 or during the first quarter of 2013.

ADDITIONAL INFORMATION

The Company intends to file a registration statement on Form S-4, which will include a proxy statement/prospectus and other relevant materials in connection with the proposed merger transaction involving the Company and Genala Banc, Inc. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THIS FILING WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER TRANSACTION. Investors and security holders may obtain free copies of these documents and other documents filed with the Securities and Exchange Commission (the “SEC”) on the SEC’s website at http://www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by the Company at the Company’s website at http://www.bankozarks.com, Investor Relations, or by contacting Susan Blair, by telephone at (501) 978-2217.

The Company, Genala Banc, Inc. and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of Genala Banc, Inc. in connection with the merger transaction. Information regarding directors and executive officers of the Company and Genala Banc, Inc. and their respective interests in the proposed transaction will be available in the proxy statement/prospectus of the Company and Genala Banc, Inc. described above and other relevant materials to be filed with the SEC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

   

Description of Exhibit

99.1    Press Release dated October 4, 2012 whereby Bank of the Ozarks, Inc. Announces Agreement to Acquire Genala Banc, Inc. in Geneva, Alabama.

 

2

SIGNATURE

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.

 

      BANK OF THE OZARKS, INC.
     

(Registrant)

Date: October 4, 2012      

/s/ Greg McKinney

     

Greg McKinney

Chief Financial Officer

and Chief Accounting Officer

 

3

EXHIBIT INDEX

 

Exhibit
No.

   

Description of Exhibit

99.1    Press Release dated October 4, 2012 whereby Bank of the Ozarks, Inc. Announces Agreement to Acquire Genala Banc, Inc. in Geneva, Alabama.

 

4

EX-99.1 2 d421285dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

Bank of the Ozarks, Inc. Announces Agreement to Acquire

Genala Banc, Inc. in Geneva, Alabama

Bank of the Ozarks, Inc. (NASDAQ: OZRK) announced today that it has entered into a definitive agreement and plan of merger (“Agreement”) with Genala Banc, Inc. According to the terms of the Agreement, Bank of the Ozarks, Inc. (“Company”) will acquire all of the outstanding common stock of Genala Banc, Inc. in a transaction valued at approximately $27.3 million. Following closing, the transaction is expected to be accretive to the Company’s book value per common share, tangible book value per common share and diluted earnings per common share.

Genala Banc, Inc. is the holding company for The Citizens Bank, which operates one banking office in Geneva, Alabama. As of June 30, 2012, The Citizens Bank had approximately $170 million of total assets, $45 million of loans and $142 million of deposits. The Citizens Bank opened in Geneva in 1901.

“The Citizens Bank is a healthy bank with a great history and a solid market share in southeastern Alabama. This acquisition provides us an opportunity to expand our already substantial presence in the Southeast region and provides a nice link between our two offices in Mobile, Alabama and our two offices in Bainbridge, Georgia,” commented George Gleason, the Company’s Chairman and Chief Executive Officer. “Customers of The Citizens Bank will continue to enjoy local decision making and the same quality of friendly hometown banking to which they have become accustomed, as well as benefitting from an enhanced menu of financial services and technology options,” Gleason added.

Roy G. Dowdy, Jr., President and Chief Executive Officer of The Citizens Bank, stated, “Bank of the Ozarks, recognized as the top performing bank in the country, stood out as an excellent fit for our customers, our employees, our community, and our stockholders as we considered the strategic direction of our company. Our goal was to find a successful organization sharing a similar community banking philosophy, with the ability to offer our customers access to a wider range of products and services. We look forward to joining the outstanding team at Bank of the Ozarks.”

Under the terms of the Agreement, which has been unanimously approved by the boards of directors of both companies, the Company will issue shares of its common stock valued at approximately $13.9 million plus approximately $13.4 million in cash for all outstanding shares of Genala Banc, Inc. common stock, all subject to certain conditions and potential adjustments. Simultaneous with the closing of the transaction, Genala Banc, Inc. will merge into Bank of the Ozarks, Inc., and The Citizens Bank will merge into the Company’s wholly-owned bank subsidiary, Bank of the Ozarks. Completion of the transaction is subject to certain closing conditions, including customary regulatory approvals and the approval of the shareholders of Genala Banc, Inc. The transaction is expected to close in late December 2012 or during the first quarter of 2013. Bank of the Ozarks, Inc. was advised by the investment banking firm of FIG Partners, LLC and the law firm of Kutak Rock LLP. Genala Banc, Inc. and The Citizens Bank were advised by Sheshunoff & Co. and the law firm of Bradley Arant Boult Cummings LLP.

ADDITIONAL INFORMATION

The Company intends to file a registration statement on Form S-4, which will include a proxy statement/prospectus and other relevant materials in connection with the proposed merger transaction involving the Company and Genala Banc, Inc. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THIS FILING WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER TRANSACTION. Investors and security holders may obtain free copies of these documents and other documents filed with the Securities and Exchange Commission (the “SEC”) on the SEC’s website at http://www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the SEC by the Company at the Company’s website at http://www.bankozarks.com, Investor Relations, or by contacting Susan Blair, by telephone at (501) 978-2217.

The Company, Genala Banc, Inc. and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of Genala Banc, Inc. in connection with the merger transaction. Information regarding directors and executive officers of the Company and Genala Banc, Inc. and their respective interests in the proposed transaction will be available in the proxy statement/prospectus of the Company and Genala Banc, Inc. described above and other relevant materials to be filed with the SEC.

Bank of the Ozarks, Inc. is a bank holding company with $3.76 billion in total assets as of June 30, 2012 and trades on the NASDAQ Global Select Market under the symbol “OZRK.” The Company owns a state-chartered subsidiary bank that conducts banking operations through 116 offices in Arkansas, Georgia, Texas, Florida, Alabama, North Carolina and South Carolina. The Company may be contacted at (501) 978-2265 or P. O. Box 8811, Little Rock, Arkansas 72231-8811. The Company’s website is: www.bankozarks.com.

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