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)    June 16, 2017    


SOUTHERN MISSOURI BANCORP, INC.

(Exact name of registrant as specified in its charter)


Missouri
 
000-23406
 
43-1665523
(State or other
 
(Commission File No.)
 
(IRS Employer
jurisdiction of incorporation)
     
Identification Number)

2991 Oak Grove Road, Poplar Bluff, Missouri
 
63901
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code:    (573) 778-1800

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:

☐
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □

 
 
 
 

 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 16, 2017, effective upon completion of the merger of Tammcorp, Inc. ("Tammcorp") with and into Southern Missouri Acquisition II Corp ("Merger Sub"), a wholly owned subsidiary of Southern Missouri Bancorp, Inc. ("Southern Missouri"), and the merger of Capaha Bank, a subsidiary of Tammcorp, with and into Southern Bank, a wholly owned subsidiary of Southern Missouri, John R. Abercrombie, President and Chief Executive Officer of Tammcorp and Capaha Bank, became a director of Southern Missouri and Southern Bank.  Mr. Abercrombie's term as a director of Southern Missouri will expire at the 2019 annual meeting of Southern Missouri shareholders.  The Board committees to which Mr. Abercrombie will be appointed have not yet been determined.  The appointment of Mr. Abercrombie as a director of Southern Missouri was contemplated by and made in accordance with the Agreement and Plan of Merger, dated as of January 11, 2017, by and between Southern Missouri and Tammcorp.
As a director of Southern Missouri and Southern Bank, Mr. Abercrombie is expected to be entitled to the same general compensation arrangement as is provided to the other non-employee directors of Southern Missouri and Southern Bank.  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 27, 2016 and is incorporated herein by reference.
Item 8.01.
Other Events.

Effective June 16, 2017, Southern Missouri completed its previously announced acquisition of Tammcorp through the merger of Tammcorp with and into Merger Sub (the "Merger"), followed by the merger of Merger Sub with and into Southern Missouri. Also following the Merger, Capaha Bank was merged with and into Southern Bank.
Upon completion of the Merger, each share of Tammcorp common stock and Tammcorp Class A preferred stock (on an as-converted basis to shares of Tammcorp common stock in accordance with Tammcorp's articles of incorporation) converted into the right to receive 50.4724 shares of Southern Missouri common stock, with cash payable in lieu of fractional Southern Missouri shares, and $1,617.64 in cash (the "Merger Consideration").
Southern Missouri issued an aggregate of approximately 346,594 shares of common stock for the stock portion of the Merger Consideration and paid an aggregate of approximately $11.1 million for the cash portion of the Merger Consideration.
A copy of the press release Southern Missouri issued announcing completion of the transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
 
    (d)  Exhibits
The following exhibit is filed herewith:
 
Exhibit
Number
  
Description
    
 99.1   Press Release of Southern Missouri Bancorp, Inc. dated June 16, 2017
       
       

 
2
 

 

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.


    SOUTHERN MISSOURI BANCORP, INC.
       
Date:  June 21, 2017
 
By:
/s/ Greg A. Steffens
     
Greg A. Steffens
     
President and Chief Executive Officer

 
 
 
 
 
 
 
 
 
 

 
3



EXHIBIT INDEX
 
Exhibit
Number
  
Description
    
 99.1   Press Release of Southern Missouri Bancorp, Inc. dated June 16, 2017
       
       



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
Exhibit 99.1

 


FOR IMMEDIATE RELEASE
Contact: Matt Funke, CFO
June 16, 2017
(573) 778-1800

SOUTHERN MISSOURI BANCORP, INC.
ANNOUNCES COMPLETION OF MERGER WITH TAMMCORP, INC.

Poplar Bluff, Missouri - Southern Missouri Bancorp, Inc. ("Southern Missouri," NASDAQ: SMBC), of Poplar Bluff, Missouri, the parent corporation of Southern Bank announced that its merger with Tammcorp, Inc. ("Tammcorp"), Tamms, Illinois, and its subsidiary, Capaha Bank ("Capaha"), was completed today.
Southern Missouri is the holding company for Southern Bank, headquartered in Poplar Bluff, Missouri, operating 36 facilities in southern Missouri and northern Arkansas. Capaha operates six branches, three of which are located in Cape Girardeau County in southeast Missouri, along with three branches in Alexander and Union counties in southern Illinois. Greg Steffens, President and Chief Executive Officer of Southern Missouri, commented, "We are very pleased to bring Capaha into the Southern Missouri family and we look forward to growing our presence in southeast Missouri and southern Illinois. We know Capaha has a great customer base, dedicated employees, and conducts business in outstanding communities."
John Abercrombie, Chairman and Chief Executive Officer of Capaha, added, "We are excited by the new opportunities this merger creates and believe it will greatly benefit our associates, customers, and communities."
As a result of the merger, each share of Tammcorp held immediately prior to closing is being exchanged for $1,617.64, plus 50.4724 shares of Southern Missouri common stock. In addition, Mr. Abercrombie became a member of the Board of Directors of Southern Missouri effective with the closing of the Merger and will be appointed to the board of Southern Bank at the next regularly scheduled board meeting.
At March 31, 2017, Tammcorp reported total consolidated assets of $203 million, loans, net, of $156 million, and deposits of $181 million. On a pro forma basis, the combined entity will hold assets of approximately $1.7 billion, including loans, net, of $1.4 billion, and deposits of $1.5 billion. The transaction is expected to be immediately accretive to earnings per share, excluding transaction expenses, and to be accretive to tangible book value in approximately two years.
Sheshunoff & Co. acted as financial advisor and Fenimore, Kay, Harrison & Ford, LLP served as legal advisor to Tammcorp, while Silver, Freedman, Taff & Tiernan LLP served as legal advisor to Southern Missouri.
 
 
 
Forward-Looking Information:
Except for the historical information contained herein, the matters discussed in this press release may be deemed to be forward-looking statements that are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from the forward-looking statements, expected cost savings, synergies and other benefits from Southern Missouri's merger and acquisition activities, including this acquisition might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; the strength of the United States economy in general and the strength of the local economies in which we conduct operations; fluctuations in interest rates and in real estate values; monetary and fiscal policies of the Board of Governors of the Federal Reserve System and the U.S. Government and other governmental initiatives affecting the financial services industry; the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; our ability to access cost-effective funding; the timely development of and acceptance of our new products and services and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services; fluctuations in real estate values and both residential and commercial real estate market conditions; demand for loans and deposits in our market area; legislative or regulatory changes that adversely affect our business; results of examinations of us by our regulators, including the possibility that our regulators may, among other things, require us to increase our reserve for loan losses or to write-down assets; the impact of technological changes; and our success at managing the risks involved in the foregoing. Any forward-looking statements are based upon management's beliefs and assumptions at the time they are made. We undertake no obligation to publicly update or revise any forward-looking statements or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed might not occur, and you should not put undue reliance on any forward-looking statements.
No Offer or Solicitation:
This press release is being provided for informational purposes only and does not constitute (i) an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities, (ii) an offer to exchange any securities or (iii) the solicitation of any vote for approval of any transaction. There shall not be any offer, solicitation, sale or exchange of any securities in any state or other jurisdiction in which such offer, solicitation, sale, or exchange is not permitted.