SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(RULE 13e-3)
TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13E-3
THEREUNDER
Piedmont Community Bank Group, Inc.
PIEDMONT COMMUNITY BANK GROUP, INC.
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Christine A. Daniels
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Dr. John A. Hudson
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Franklin J. Davis
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R. Drew Hulsey, Jr.
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Joseph S. Dumas
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Robert C. McMahan
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Roy H. Fickling
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Mickey C. Parker
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Terrell L. Fulford
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Zelma A. Redding
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Arthur J. Goolsby
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Julie Simmons
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James R. Hawkins
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Angela M. Tribble
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(Names of Person(s) Filing Statement)
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Common Stock, no par value
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(Title of Class of Securities)
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72013P108
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(CUSIP Number of Class of Securities)
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R. Drew Hulsey, Jr.
Chief Executive Officer
Piedmont Community Bank Group, Inc.
110 Bill Conn Parkway
Gray, Georgia 31032
(478) 986-5900
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(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing
persons)
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Copy To:
Michael P. Marshall, Jr., Esq.
Miller & Martin PLLC
1170 Peachtree Street, N.E.,
Suite
800
Atlanta, GA 30309-7649
(404) 962-6442
This statement is filed in connection with (check the appropriate box):
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a.
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x
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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b.
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The filing of a registration statement under the Securities Act of 1933.
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c.
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A tender offer.
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d.
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¨
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies:
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Check the following box if the filing is a final amendment reporting the results of
the transaction:
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Calculation of Filing Fee
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Transaction valuation*
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Amount of filing fee*
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$475,863
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$95.17
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*
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For purposes of calculating the fee only. This amount assumes 158,621 shares of common stock of the subject company will be exchanged for 158,621 shares of Class A Common Stock of
the subject company. Because the subject company’s common stock is traded over-the-counter, the market value of the securities was established pursuant to Rule 0-11(a)(4) based upon the last sale reported as of April 30, 2009, which was $3.00.
The amount of the filing fee equals one-fiftieth of one percent of the aggregate transaction value.
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¨
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing.
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TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the “Schedule”) is being filed by the filing persons listed on the cover of this Schedule in connection with amendments to the articles of incorporation of Piedmont
Community Bank Group, Inc. (“Piedmont Community Bank Group” or the “Company”), which collectively provide for the reclassification (the “Reclassification”) of shares of the Company’s common stock held by
shareholders of record of fewer than 601 shares into the Company’s Class A Common Stock. The Reclassification is designed to reduce the number of shareholders of record of the Company’s common stock to below 300 in order to allow the
Company to terminate registration of its common stock under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) and to terminate its obligation to file reports under Section 15(d) of the Exchange Act. A copy of the
Articles of Amendment containing the proposed amendments is attached as Appendix A to the Proxy Statement filed by the Company concurrently with this Schedule. The Proxy Statement is being filed under cover of Schedule 14A pursuant to Regulation 14A
of the Exchange Act and is incorporated by reference herein. The Proxy Statement relates to the annual meeting of shareholders at which the Company’s shareholders will consider and vote upon the proposed amendments.
All information contained in this Schedule 13E-3 concerning the Company has been supplied by the Company. The information
contained in the Proxy Statement, including all appendices, is hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Proxy Statement.
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Item 1.
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Summary Term Sheet
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The Information set forth in
Exhibit 1 under the captions “QUESTIONS AND ANSWERS ABOUT AND SUMMARY TERMS OF THE PROPOSALS AND THE ANNUAL MEETING” and “SPECIAL FACTORS REGARDING THE RECLASSIFICATION – Overview of the Reclassification” is incorporated
herein by reference.
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Item 2.
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Subject Company Information
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The required
information is incorporated by reference to the caption to the Notice of Annual Meeting of Shareholders contained in Exhibit 1 and to the sections of Exhibit 1 entitled “DESCRIPTION OF CAPITAL STOCK – Common Stock” and “MARKET
PRICE OF PIEDMONT COMMUNITY BANK GROUP, INC. COMMON STOCK AND DIVIDEND INFORMATION.”
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Item 3.
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Identity and Background of Filing Person
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The
information regarding the filing persons and persons specified in Instruction C to the Schedule is incorporated herein by reference to the section of Exhibit 1 entitled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” and
“INFORMATION ABOUT PIEDMONT COMMUNITY BANK GROUP – Directors and Officers.”
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Item 4.
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Terms of the Transaction
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The required information
is incorporated herein by reference to the sections of Exhibit 1 entitled “SPECIAL FACTORS REGARDING THE RECLASSIFICATION - Overview of the Reclassification, - Reasons for the Reclassification; Fairness of the Reclassification; Board
Recommendation, - Our Position as to the Fairness of the Reclassification, - Purpose and Structure of the Reclassification, - Effects of the Reclassification on Piedmont Community Bank Group, - Effects of the Reclassification on Shareholders of
Piedmont Community Bank Group, - Material Federal Income Tax Consequences of the Reclassification, and - Accounting Treatment,” “DESCRIPTION OF CAPITAL STOCK - Common Stock, and - Class A Common Stock” and “QUESTIONS AND ANSWERS
ABOUT AND SUMMARY TERMS OF THE PROPOSALS AND THE ANNUAL MEETING.”
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Item 5.
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Past Contacts, Transactions, Negotiations and Agreements
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The required information is incorporated herein by reference to the section of Exhibit 1 entitled “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.”
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Item 6.
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Purposes of the Transaction and Plans or Proposals
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The required information is incorporated herein by reference to the sections of Exhibit 1 entitled “SPECIAL FACTORS – Effects of the Reclassification on Piedmont Community Bank Group, and – Plans and Proposals.”
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Item 7.
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Purposes, Alternatives, Reasons and Effects in a Going Private Transaction
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The required information is incorporated herein by reference to the sections of Exhibit 1 entitled “SPECIAL FACTORS REGARDING THE RECLASSIFICATION - Overview
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of the Reclassification, - Reasons for the Reclassification; Fairness of the Reclassification; Board Recommendation, - Our Position as to the Fairness of the
Reclassification, - Purpose and Structure of the Reclassification, - Effects of the Reclassification on Piedmont Community Bank Group, - Effects of the Reclassification on Shareholders of Piedmont Community Bank Group, and - Material Federal Income
Tax Consequences of the Reclassification
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Item 8.
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Fairness of the Going Private Transaction
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The
required information is incorporated herein by reference to the sections of Exhibit 1 entitled “SPECIAL FACTORS REGARDING THE RECLASSIFICATION - Overview of the Reclassification, - Reasons for the Reclassification; Fairness of the
Reclassification; Board Recommendation, - Our Position as to the Fairness of the Reclassification.
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Item 9.
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Reports, Opinions, Appraisals and Negotiations
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The
required information is incorporated herein by reference to the sections of Exhibit 1 entitled “SPECIAL FACTORS REGARDING THE RECLASSIFICATION - Overview of the Reclassification, - Reasons for the Reclassification; Fairness of the
Reclassification; Board Recommendation, - Our Position as to the Fairness of the Reclassification. and “OTHER MATTERS - Reports, Opinions, Appraisals and Negotiations.”
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Item 10.
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Source and Amount of Funds or Other Consideration
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The required information is incorporated herein by reference to the sections of Exhibit 1 entitled “SPECIAL FACTORS REGARDING THE RECLASSIFICATION - Financing of the Reclassification and - Fees and Expenses.”
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Item 11.
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Interest in Securities of the Subject Company
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The
required information is incorporated herein by reference to the section of Exhibit 1 entitled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.”
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Item 12.
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The Solicitation or Recommendation
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The required
information is incorporated herein by reference to the sections of Exhibit 1 entitled “SPECIAL FACTORS REGARDING THE RECLASSIFICATION - Reasons for the Reclassification; Fairness of the Reclassification; Board Recommendation.
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Item 13.
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Financial Statements
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The required information is
incorporated herein by reference to the information in Piedmont Community Bank’s Annual Report on Form 10-K for the year ended December 31, 2008 and the required pro forma information is incorporated herein by reference to the section of
Exhibit 1 entitled “SPECIAL FACTORS – Effects of the Transaction on Piedmont Community Bank Group, Effects of the Reclassification on Shareholders of Piedmont Community Bank Group.”
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Item 14.
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Persons/Assets Retained, Employed, Compensated or Used
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The required information is incorporated herein by reference to the sections of Exhibit 1 entitled “QUESTIONS AND ANSWERS ABOUT AND SUMMARY TERMS OF THE PROPOSALS AND THE ANNUAL MEETING.”
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Item 15.
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Additional Information
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The information contained
in the Proxy Statement, including any appendices or exhibits thereto, is incorporated herein by reference.
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(a)
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Preliminary Proxy Statement filed electronically by EDGAR with the Securities and Exchange Commission on May 6, 2009 (incorporated by reference to the Proxy Statement filed
with the Commission by the Company on May 6, 2009).
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: May 5, 2009
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PIEDMONT COMMUNITY BANK GROUP, INC.
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By:
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/s/ R. Drew Hulsey, Jr.
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R. Drew Hulsey, Jr., Chief Executive Officer
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints
R. Drew Hulsey and Mickey Parker, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full powers of substitution and re-substitution, in his or her name place and stead, in any and all capacities, to sign any and all
further amendments to this Schedule 13E-3, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and
authority, to do and perform each and every act and thing requisite and necessary to be done, in and about the premises as fully and to all intents and purposes, as he or she might or could do in person, hereby ratifying and confirming that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.
Date: May 5, 2009
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By:
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/s/ Christine A. Daniels
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Christine A. Daniels
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By:
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/s/ Franklin J. Davis
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Franklin J. Davis
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By:
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/s/ Joseph S. Dumas
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Joseph S. Dumas
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By:
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/s/ Roy H. Fickling
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Roy H. Fickling
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By:
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/s/ Terrell L. Fulford
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Terrell L. Fulford
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By:
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/s/ Arthur J. Goolsby
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Arthur J. Goolsby
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By:
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/s/ James R. Hawkins
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James R. Hawkins
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By:
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/s/ John A. Hudson
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Dr. John A. Hudson
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By:
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/s/ R. Drew Hulsey
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R. Drew Hulsey, Jr.
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By:
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/s/ Robert C. McMahan
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Robert C. McMahan
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By:
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/s/ Mickey C. Parker
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Mickey C. Parker
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By:
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/s/ Zelma A. Redding
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Zelma A. Redding
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By:
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/s/ Julie Simmons
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Julie Simmons
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By:
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/s/ Angela M. Tribble
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Angela M. Tribble
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EXHIBIT INDEX
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1.
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Preliminary Proxy Statement, notice of Annual Meeting and related cover letter (incorporated by reference to the preliminary proxy statement related to this transaction filed under
cover of Schedule 14A (File No. 000-52453)
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