 Human
Resources Employee Benefits
Filed by Bank of the Ozarks, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Bank of the Ozarks, Inc.
Commission File No.: 000-22759 |
 |
 California
Los
Angeles
OZRK Offices
Summit Offices
OZRK Planned Offices
(including OmniBank)
Texas
Alabama
Georgia
South Carolina
North Carolina
Florida
New York
Little Rock
Austin
Dallas
Texarkana
Dawsonville
Cartersville
Atlanta
Dallas
Valdosta
Bainbridge
Brunswick
Savannah
Bluffton
Wilmington
Charlotte
Shelby
Mobile
Geneva
Bradenton
Palmetto
Ocala
San Antonio
Houston
Arkansas
New York
A Powerful Regional Franchise
with more offices on the way
Offices By State:
Arkansas
90
Georgia
28
Texas
21
North Carolina
16
Florida
5
Alabama
3
South Carolina
1
New York
1
California
1
TOTAL
166 |
 To be the best
banking organization in each of the markets we serve as determined by our
Customers, Shareholders,
EMPLOYEES
EMPLOYEES
and Regulators.
We strive to be the best bank for our employees by providing
favorable compensation and benefits, opportunities for growth
and advancement, a share in the success of the company, and a
positive workplace and culture.
Our Mission: |
 At the time of
the merger, employees will retain their current hire/rehire date with Summit
Bank. .
This hire date is used for determining vacation
and sick leave accrual for eligible employees.
What will be my hire date with Bank of the Ozarks? |
 We will review
and assign titles that are representative of the titles held by employees
at Bank of the Ozarks.
Will my title be the same with Bank of the Ozarks? |
 •
Regular Full-time and Regular Part-time
•
Exempt (Salaried), Non-exempt (Hourly) and
Salaried Non-exempt
•
Officer and Non-officer
We will review and assign pay classifications based
on the following employee type designations:
Will my Classification be the same with
Bank of the Ozarks? |
 Bank
of
the
Ozarks
has
26
bi-weekly
payrolls
each
year.
Example: Pay period begins Sunday, April 13, 2014 and
ends Saturday, April 26, 2014. All time worked during this
period will be paid on Friday, May 2, 2014.
Anticipate a change in the timing of payroll deposits
and how this may affect mortgage, utility or other
automatic draft payments.
Important Payroll Information |
 Your unused
vacation with Summit Bank will carry over for use during 2014. Time not taken by
year end will be forfeited. * Beginning 1/1/2015:
Bank of the Ozarks employees accrue vacation leave on January
1
st
based
on
the
schedule
below:
Will I be eligible for paid vacation time?
Non-Officer Vacation
*Vacation must be scheduled with your supervisor and may not interfere with
the efficient operation of the Bank.
•
1-6 years of service –
2 weeks paid vacation
•
7+ years of service –
3 weeks paid vacation
Officer Vacation
•
1-6 years of service-
3 weeks paid vacation
•
7+ years of service-
4 weeks paid vacation |
 Bank of the
Ozarks’ employees accrue sick leave hours
each month based on seniority.
Your hire/rehire date with Summit Bank will be used to
determine this monthly accrual.
Bank of the Ozarks employees may carry over up to 45 days of
sick leave. Summit Bank employees will be allowed to carry over
up to 30 days of sick leave to Bank of the Ozarks.
•
1-5 years service –
4 hours per month
•
5-10 years service –
8 hours per month
•
10+ years service –
12 hours per month
Will I be eligible for paid sick leave? |
 Remaining Bank
Holiday Observances for Calendar Year 2014 Optional Holiday
Full-time employees are granted two (2) optional holidays at
the beginning of each calendar year for use at the employee’s
discretion.
What Holidays does Bank of the Ozarks Observe?
Memorial Day
Monday, May 26
Closed
Independence Day
Friday, July 4
Closed
Labor Day
Monday, September 1
Closed
*Columbus Day
Monday, October 13
Open
Veteran’s Day
Tuesday, November 11
Closed
Thanksgiving
Thursday, November 27
Closed
Christmas
Thursday, December 25
Closed |
 •
Company Match 100% up to the first 3% of employee contribution
•
Company Match 50% from 4-5% of employee contribution
•
Online and Employee self-directed account access
•
Company Match is 100% vested
Any Bank of the Ozarks employee who has worked for 1 hour is
eligible to contribute and participate in Bank of the Ozarks’
Safe
Harbor 401(k) program.
Your current plan will terminate at or near the
close of the transaction.
Bank
of
the
Ozarks
does
allow
and
accept
rollovers
from a previous employer’s plan.
What will happen to my 401(k)? |
 coverage for
Medical and Dental and other supplemental plans. (There should be no lapse in coverage
for you or your covered dependents) What about Medical and Supplemental benefits?
Arkansas Blue Cross and Blue Shield: Health Advantage /National Plan HSA
High Deductible Health Plan 503X
•
No Co-pay for office visit or prescriptions
•
All covered services are subject to deductible except for preventive health
services •
Office visits are still discounted through the BCBS claims and adjustment process.
•
Calendar Year Deductible:
•
$3,000 Employee Only Plan-
$6,000 Family (In-Network)-
$6,000 family aggregated
•
Maximum annual out of pocket:
•
Employee: $3,000 -Family: $6,000 (In-Network)
•
Preventive Health Service (wellness) covered at 100%. See Plan Summary for allowed
coverage •
No
Co-Pay
for
Routine
Vision
Exam
(Specialist)
–
one
visit
per
member
every
2
years
•
Pharmacy/Allergy Services subject to deductible
•
May be supplemented by a Health Savings Account (HSA) or Flexible Spending Account (FSA)
BANK OF THE OZARKS
Employee
Empl/Spouse
Empl/Children
Family
Employee Pays Per Pay Period:
$ 33.42
$ 77.06
$ 64.19
$ 113.17
SUMMIT BCBS Health Advantage POS
Employee Pays Per Pay Period:
$ 29.82
$ 82.63
$ 71.57
$ 189.92
Bank of the Ozarks will provide a Special Open Enrollment Period
for you to elect |
 Dental
Coverage DentalBlue Plan IV with Arkansas Blue Cross and Blue Shield
Provides dental coverage for preventive, basic and major services for you and your covered
dependents. Orthodontia is provided for dependent child(ren) under the age of
nineteen. •
Diagnostic and Preventive Services, such as routine exams, x-rays, and fluoride
treatments covered at 100% reasonable and customary with no deductible
•
Basic Services, such as basic restorative, endodontics, simple extractions, nonsurgical
periodontics and oral surgery covered at 80% U.C.R. after deductible
•
Major Services, such as surgical periodontics, inlays, onlays, crowns, fixed prosthetics, and
removable prosthetics covered at 50% after deductible
•
Orthodontic Services for eligible dependent children under age 19. Includes diagnostic,
active, and retention treatment. Orthodontic Lifetime Maximum: $1,000 per Eligible
Member •
Annual Deductible: $50.00 per Calendar Year per Member
•
Family Deductible: Once each of 3 family members has met the calendar year deductible no
further deductible will be required for the balance of the calendar year
•
Annual Maximum: $1,000 per Calendar Year per Member
•
Maximum
Rollover:
Allows
a
portion
of
unused
calendar
year
maximum
to
“roll
over”
to
the
next
calendar year
BANK OF THE OZARKS
Employee
Empl/Spouse
Empl/Children
Family
Employee Pays Per Pay Period:
$ 3.20
$ 13.68
$ 10.58
$ 22.40
SUMMIT BCBS Dental
Employee Pays Per Pay Period:
$ 2.58
$ 15.50
$ 12.92
$ 27.14 |
 •
Unlimited access to a healthcare expert
•
Unbiased doctor recommendations
•
Hospital cost and quality information
•
Straight answers about your benefits
•
Bill reconciliation
•
Prescription support
Professional Healthcare Services
Your personal healthcare advisor, available to help
you understand and manage your healthcare
benefits.
Additional Medical Benefits
This service is provided at no cost to plan participants. |
 Bank of the Ozarks
will provide a Special Open Enrollment Period for you to elect coverage for HSA/FSA
contributions. Health Savings Account/Flexible Spending Account
Health Savings Accounts (HSA)
Administered by Datapath
Administrative
Services, Inc. (DPAS)
•
You must be enrolled in the Health Advantage HSA High
Deductible Plan 503X to take advantage of the Health Savings
Account benefit.
•
The
IRS
limits
for
2014
are:
Under
age
55-
$3,300
Individual
and
$6,550
Family.
Over
55-
$4,300
Individual
and
$7,550
Family.
(Limit
includes
additional $1,000
“catch-up”
contribution)
•
Deposit tax-free and accumulate tax-free contributions
•
The HSA pays for qualified and routine medical expenses including
doctor visits, therapy, vision care, dental care and prescriptions
•
Unused
funds
roll
over
from
year
to
year
and
earn
tax-free
interest-
No use it or lose it rule
•
This is a personal investment or checking account
•
The
mySourceCard
debit
card
offered
for
instant
fund
availability.
No waiting for reimbursement!
•
Cost to employee: $3.00/mo fee for Health Savings Account.
Deducted directly from Health Savings Account
•
No
fee
for
the
mySourceCard
HSA Highlights: |
 Flexible Spending
Accounts (FSA) Administered by Datapath
Administrative
Services, Inc. (DPAS)
FSA
Highlights:
Health Savings Account/Flexible Spending Account
•
Due to Health Care Reform, the Flexible Spending Account
limit will be $2,500 effective January 1, 2014.
•
Ability to pay up to $5,000 in Childcare Expenses with
Pre-Tax Dollars
•
Direct Deposit of Reimbursed Expenses processed on a
weekly basis
•
The
mySourceCard
debit
card
offered
for
instant
fund
availability. No waiting for reimbursement!
•
Cost to Employee: No Fee for Medical and/or Dental
Premiums. $3.00/ Month for Childcare and/or
Unreimbursed Medical Accounts. Payroll deducted on a
pre-tax basis
No
fee
for
the
mySourceCard
•
Participants have until March 15, 2015 to spend the 2014
contributions on eligible expenses.
*A Limited-Purpose FSA (Vision/Dental) may be elected with the
HSA. |
 Bank Paid
Benefits •
Bank of the Ozarks pays the premium for a basic life policy for
regular full-time employees. The life benefit is for 1.5 times the
employees annual wage with a maximum benefit of $50,000.
•
Bank of the Ozarks pays the premium on a Long-term Disability
benefit for regular full-time employees.
Optional Benefits
•
Optional coverage: Voluntary Life for employee, spouse, child(ren)
•
Optional Short Term Disability
•
125 Cafeteria Plan
Supplemental Benefits |
 This document
contains certain forward-looking information about the Company that is intended to be covered by the safe harbor for “forward-looking statements”
provided by the Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact are forward-looking statements. In some cases, you
can identify forward-looking statements by words such as “may,” “hope,” “will,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,”
“estimate,” “predict,” “potential,” “continue,”
“could,” “future” or the negative of those terms or other words of similar meaning. These forward-looking statements include,
without limitation, statements relating to the terms and closing of the proposed transaction
with Summit, acceptance by Summit’s customers of the Company’s products and
services, the opportunities to enhance market share in certain markets, market acceptance of the Company generally in new markets, expected cost
savings and merger related costs, and the integration of Summit’s operations. You should
carefully read forward-looking statements, including statements that contain these
words, because they discuss the future expectations or state other “forward-looking” information about the Company. Such statements involve
inherent risks and uncertainties, many of which are difficult to predict and are generally
beyond the control of the Company. Forward-looking statements speak only as of the
date they are made and the Company assumes no duty to update such statements. In addition to factors previously disclosed in reports filed by the
Company with the SEC, additional risks and uncertainties may include, but are not limited to:
the possibility that any of the anticipated benefits of the proposed merger will not be
realized or will not be realized within the expected time period; the risk that integration of Summit’s operations with those of the Company will be
materially delayed or will be more costly or difficult than expected; the inability to
complete the merger due to the failure of Summit’s shareholders to adopt the
merger agreement; the failure to satisfy other conditions to completion of the merger,
including receipt of required regulatory and other approvals; the failure of the
proposed merger to close for any other reason; the effect of the announcement of the merger on
customer relationships and operating results; dilution caused by the Company’s
issuance of additional shares of its common stock in connection with the merger; the possibility that the merger may be more expensive to complete
than anticipated, including as a result of unexpected factors or events; and general
competitive, economic, political and market conditions and fluctuations.
Forward Looking Information
ADDITIONAL INFORMATION
The Company intends to file a registration statement on Form S-4 with the Securities and
Exchange Commission (“SEC”) to register the Company’s shares that will be
issued to Summit’s shareholders in connection with the transaction. The
registration statement will include a joint proxy statement/prospectus and other relevant
materials in connection with the proposed merger transaction involving the Company and
Summit. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT, JOINT PROXY/PROSPECTUS WHEN IT BECOMES AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH
THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY/PROSPECTUS) BECAUSE SUCH
DOCUMENTS 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
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
at
(501)
978-2217.
This communication does not constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
such jurisdiction. |
 |