Thursday's Internet Edition, August 28, 2008.
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A bass boat moored under a tree at Charles Fork Lake awaits fishermen on a sunny spring afternoon. |
By DAVID HEDGES
Publisher - Traders Bank stockholders have overwhelmingly approved a merger offer from a bank holding company headquartered in Huntington.
Premier Financial Bancorp Inc. will purchase Traders stock for approximately $18 million in stock and cash, according to a company announcement.
For each share of stock, Traders stockholders will receive $50 in cash and 3.75 shares of Premier common stock. The proposal first announced in November was approved at a stockholders’ meeting in Spencer Tuesday night.
Traders locations in Spencer, Ripley and Mineral Wells will continue to operate under the Traders name, Fred Hardman, chairman of the Traders board, said.
As part of the agreement, contracts with four current Traders officers will be terminated, with payouts to the affected parties.
Under terms of the agreement, which is posted on the Securities and Exchange Commission Web site, current Traders president and CEO Gary Brown will receive $411,717, while executive vice president and chief financial officer Martha Haymaker will receive $101,310. Executive vice president Elta K. Cottrell will be paid $97,537 while vice president Marshall McNeer will receive $78,750.
There could be other job losses as a result of the buyout, but those details have not been announced.
“It’s a consolidation, so there will probably be some of that,” Hardman said.
Traders has 180,000 shares of stock outstanding, and at Tuesday’s meeting Hardman said owners of 79 percent of those shares were present in person or by proxy.
Of those in attendance, the vote was more than 99 percent in favor of the merger. Counting the shareholders not present as “No” votes, the vote was still 79 percent in favor of the merger.
The transaction may be complete by the end of the month, Hardman said.
Premier president and CEO Robert W. Walker attended the meeting, along with another earlier Tuesday in Ravenswood for stockholders of Citizens First Bank, which is also being acquired by Premier at a cost of $11.7 million in stock and cash.
Traders reported total assets of $106 million in September, while Citizens First, with banks in Ravenswood and Ripley, recently listed assets of $59 million.
Because of problems with loans, Traders began operating under an agreement with the Federal Reserve Bank in July 2004, when the bank agreed to take corrective action and make regular progress reports to regulatory agencies.
Around that time, some of the bank’s officers left and were replaced with officers from other banks.
Hardman said there were several reasons the merger made sense for stockholders and customers alike.
He said Traders stockholders would receive a premium of more than 40 percent over the stock’s current book value, with certain tax benefits for the Premier stock that was included as part of the deal. Shareholders would also be able to participate in the growth being experienced by Premier.
Premier stock is traded publicly, he added, which will make it easier to dispose of stock for estate settlements and others wishing to sell their shares.
“As far as customers of the bank, we felt there was potential for better services and a broader product mix than we have right now,” Hardman said.
Traders celebrated its’ 100th anniversary last year, which Hardman said was a time to look back.
Hardman, whose father and grandfather served as chairman of the bank in prior years, said the time for looking back is over.
“Now the emphasis is on the future,” he said.
Premier Financial is a $547 million community bank holding company with five bank subsidiaries that operate 10 banking offices in Kentucky, six in West Virginia and three in Ohio.
In West Virginia, Premier owns the Boone County Bank in Madison and First Central Bank in Philippi. In Kentucky, Premier’s affiliates are Citizens Deposit Bank in Vanceburg and Farmers Deposit Bank in Eminence. Premier also owns Ohio River Bank, headquartered in Ironton, Ohio.
Premier has operated as a bank holding company since it was incorporated in Kentucky in 1991. The company moved its headquarters to Huntington in 2002.
