0001171843-14-006022.txt : 20141223 0001171843-14-006022.hdr.sgml : 20141223 20141223135028 ACCESSION NUMBER: 0001171843-14-006022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141223 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141223 DATE AS OF CHANGE: 20141223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MID PENN BANCORP INC CENTRAL INDEX KEY: 0000879635 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 251666413 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13677 FILM NUMBER: 141306058 BUSINESS ADDRESS: STREET 1: 349 UNION ST CITY: MILLERSBURG STATE: PA ZIP: 17061 BUSINESS PHONE: 7176922133 MAIL ADDRESS: STREET 1: 349 UNION STREET STREET 2: 349 UNION STREET CITY: MILLERSBURG STATE: PA ZIP: 17061 8-K 1 f8k_122314.htm FORM 8-K f8k_122314.htm
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
 
December 23, 2014
Date of Report (Date of earliest event reported)
 
MID PENN BANCORP, INC.
(Exact name of registrant as specified in its charter)
 
Pennsylvania
1-13677
25-1666413
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Ident. No.)
     
349 Union Street, Millersburg, Pennsylvania
17061
(Address of principal executive offices)
(Zip Code)
 
(866) 642-7736
Registrant’s telephone number, including area code
 
N/A
(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:
 
ý Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
 
 
 
 
Item 5.07.
Submission of Matters to a Vote of Security Holders.

Mid Penn Bancorp, Inc. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”) on December 23, 2014. The following is a summary of the matters voted upon at the Special Meeting and the votes cast on each matter.
 
Proposal 1:        To approve and adopt the Agreement and Plan of Merger, dated as of August 27, 2014 (the “Merger Agreement”), by and between the Company and Phoenix Bancorp, Inc. (“Phoenix”), which provides for, among other things, the merger of Phoenix with and into the Company.
 
The shareholders approved and adopted the Merger Agreement.  The number and type of votes cast with respect to the proposal were as follows:
 
For
  
Against
  
Abstain
2,856,301
  
114,640
  
1,779
 
In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal to authorize the board of directors to adjourn the Special Meeting, if necessary to solicit additional proxies, in the event there were not sufficient votes at the time of the Special Meeting to approve the Merger Agreement. The adjournment proposal was not submitted to the Company’s shareholders for approval at the Special Meeting because there were sufficient votes to approve the Merger Agreement.
 
Item 8.01.
Other Events.
 
On December 23, 2014, the Company and Phoenix issued a joint press release.  The press release, attached hereto as Exhibit 99.1, is incorporated herein by reference.

Item 9.01 
Financial Statements and Exhibits.

(d) 
Exhibits:
 
99.1
Press release, dated December 23, 2014, of Mid Penn Bancorp, Inc. and Phoenix Bancorp, Inc.
 
 
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 hereunto duly authorized.
 
 
MID PENN BANCORP, INC.
       
Dated:  December 23, 2014
      
       
 
By:
/s/  Rory G. Ritrievi
  
   
Rory G. Ritrievi
  
   
President and Chief Executive Officer

 
 
 
 
 
EXHIBIT INDEX
 
Exhibit Number
  
Description
     
99.1
  
Press release, dated December 23, 2014, of Mid Penn Bancorp, Inc. and Phoenix Bancorp, Inc.

 
 EX-99.1 2 exh_991.htm EXHIBIT 99.1 Mid Penn Bancorp, Inc. and Phoenix Bancorp, Inc. Shareholders Approve Merger

Exhibit 99.1

Mid Penn Bancorp, Inc. and Phoenix Bancorp, Inc. Shareholders Approve Merger

MILLERSBURG, Pa. and MINERSVILLE, Pa., Dec. 23, 2014 (GLOBE NEWSWIRE) -- Mid Penn Bancorp, Inc. ("Mid Penn") (Nasdaq:MPB) and Phoenix Bancorp, Inc. ("Phoenix") (OTC:PXBP) announced that shareholders from both Mid Penn and Phoenix, at special meetings of their respective shareholders held today, approved Mid Penn's proposed acquisition of Phoenix.

The proposed transaction will add four branches to Mid Penn's network and will further expand its footprint into Schuylkill County and expand its overall footprint with the entry into Luzerne County. On a pro forma basis, the consolidated assets of the combined company would be approximately $875 million at June 30, 2014. The acquisition is expected to close during the first quarter of 2015, pending receipt of all regulatory approvals.

Under the terms of the agreement, shareholders of Phoenix common stock will either receive 3.167 shares of Mid Penn common stock or $51.60 in cash, subject to an aggregate proration of 80% stock and 20% cash.

About Mid Penn

Mid Penn Bancorp, Inc. is a Central Pennsylvania bank holding company with total assets of approximately $736 million as of June 30, 2014. Headquartered in Millersburg, Pa., Mid Penn is the parent company of Mid Penn Bank, serving the community since 1868. Mid Penn Bank has 14 retail locations in Cumberland, Dauphin, Northumberland and Schuylkill Counties. The bank offers a diverse portfolio of products and services to meet the personal and business banking needs of the community. To learn more about Mid Penn Bank, visit www.midpennbank.com.

About Phoenix

Phoenix Bancorp, Inc. is a bank holding company with total assets of approximately $141 million as of June 30, 2014. Headquartered in Minersville, Pa., Phoenix is the parent company of Miners Bank. Serving the community since 1935, Miners Bank provides a complete line of personal and business banking services through its four retail locations in Schuylkill and Luzerne Counties. Additional information is available through the bank's website at www.theminersbank.com.

Caution Regarding Forward-Looking Statements

Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this release and are based on current expectations and involve a number of assumptions. These include statements as to the anticipated benefits of the merger, including future financial and operating results, cost savings and enhanced revenues that may be realized from the merger as well as other statements of expectations regarding the merger and any other statements regarding future results or expectations. Each of Mid Penn and Phoenix intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. The companies' respective abilities to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors that could have a material effect on the operations and future prospects of each of Mid Penn and Phoenix and the resulting company, include but are not limited to: (1) the businesses of Mid Penn and/or Phoenix may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected timeframe; (3) revenues following the merger may be lower than expected; (4) customer and employee relationships and business operations may be disrupted by the merger; (5) the ability to obtain required regulatory approvals, and the ability to complete the merger on the expected timeframe may be more difficult, time-consuming or costly than expected; (6) changes in interest rates, general economic conditions, legislation and regulation, and monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury, the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System; (7) the quality and composition of the loan and securities portfolios, demand for loan products, deposit flows, competition, and demand for financial services in the companies' respective market areas; (8) the implementation of new technologies, and the ability to develop and maintain secure and reliable electronic systems; (9) accounting principles, policies, and guidelines; and (10) other risk factors detailed from time to time in filings made by Mid Penn with the U.S. Securities and Exchange Commission (the "SEC"). Forward-looking statements reflect Mid Penn's and Phoenix's management's analysis as of the date of this release, even if subsequently made available by Mid Penn or Phoenix on their respective websites or otherwise. Mid Penn and Phoenix undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

This release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such solicitation would be unlawful.

Important Additional Information:

Mid Penn has filed a Registration Statement on Form S-4 (File No. 333-199740) with the SEC, which contains a joint proxy statement/prospectus and other documents regarding the proposed merger. The proxy materials set forth complete details of the merger. Phoenix and Mid Penn shareholders and investors are urged to read the Registration Statement and the joint proxy statement/prospectus and any other relevant documents filed with the SEC, as well as any amendments and supplements to those documents, because they contain important information about Phoenix, Mid Penn, and the proposed transaction.

Copies of the joint proxy statement/prospectus may be obtained free of charge at the SEC's website at http://www.sec.gov. Copies of other documents filed by Mid Penn with the SEC may also be obtained free of charge at the SEC's website or at Mid Penn's website at www.midpennbank.com under "Investors." The information on Mid Penn's website is not, and shall not be deemed to be, a part of this release or incorporated into other filings Mid Penn makes with the SEC.

CONTACT: Brittany M. Zolko
         (717) 692-7187
         brittany.zolko@midpennbank.com

         George H. Groves
         (570) 544-6438
         ggroves@theminersbank.com