EX-99.3 6 d27745dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

 

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Value-based strategy.           

1903

Newton County Bank chartered in Jasper, Arkansas

 

People-centered approach.           

1937

Bank of Ozark chartered in Ozark, Arkansas

 

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“Building meaningful

relationships with our

customers has made us

the strong bank

we are today.”

 

-Chairman and CEO

George Gleason

          

1979

Gleason purchases Bank of Ozark

 

1983

Gleason purchases Newton County Bank; assumes charter

 

1994

With five offices, launches de novo branching plan; changes name to Bank of the Ozarks

 

1995

Relocates headquarters to Little Rock, Arkansas

 

1997

Bank of the Ozarks, Inc., holds initial public stock offering (OZRK)

 

          
          
          
          
          
          
In 1979, George Gleason had a vision to create a bank where people           

1998

Begins Central Arkansas expansion

 

would genuinely want to do business. And today, that bank not only           

2002

Becomes $1 billion organization

exists, it’s nationally recognized for providing safe, sound and secure           

based on assets

 

2003

banking solutions and customer service unmatched in the market           

Celebrates 100th anniversary

 

2004

place.

 

          

Pushes de novo expansion into Texas

with three offices

 

From the beginning, Mr. Gleason has instilled a personal commitment           

2005

Becomes $2 billion organization

to excellence, fair dealing and exceptional customer service, and           

based on assets

 

2006

has built his team with individuals having the same mindset. The           

Opens 11 new offices, a Company record

 

2008

philosophy has always been to do what’s best for the customer; first by           

Becomes $3 billion organization

based on assets

 

listening to and understanding their needs, and then by helping them           

Opens new headquarters in

Little Rock, Arkansas

find the best financial solutions.

 

          

 

2009

This values-based strategy influences all the Bank’s decisions and has           

Named second and third-best performing bank in

America by ABA Banking Journal and U.S. Banker

kept Bank of the Ozarks strong throughout the financial crisis of the           

 

2010

mid- to late 2000s.           

Named second-best performing bank in

America by Bank Director magazine

          

 

George Gleason named Community Banker of the Year by American Banker magazine

 

The Bank’s goal is not necessarily to be the largest financial institution –           

2011 & 2012

Named best performing bank in America

but to simply be the best one. Regardless of organizational size, we           

by ABA Banking Journal

 

will always be deeply committed to developing friendships with our           

2012

Named best performing regional bank in

customers and relationships with the communities we serve. Our           

America by SNL Financial

 

2013 & 2014

success is built upon our exceptional service to every customer, large           

Named best performing bank in America

by Bank Director magazine

 

and small – and we will keep that truth in focus as we build on our           

2015

Named best performing regional bank in

past.           

America by SNL Financial and best

performing bank in America by Bank Director magazine


This Transition Is All About People -

A Powerful Union Of Two Great Bank Teams

 

•      Carefully Considered

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•      Well Thought-Out

  

•      Customer Friendly

  

•      Shareholder Friendly

  

•      Employee Friendly

  

 

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Excellence Recognized

 

Community Banker of the Year:   

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                You have a friend here®

American Banker, December 2010   
Ranked Top Performing Bank:   
ABA Banking Journal, April 2011   
Ranked Top Performing Bank:   

Ranked Top Performing Bank:

ABA Banking Journal, April 2012   

Bank Director Magazine, August 2014

Ranked Top Performing Regional Bank:   

Ranked Top Performing Regional Bank:

SNL Financial, April 2012   

SNL Financial, April 2015

Ranked Top Performing Bank:   

Ranked Top Performing Bank:

Bank Director Magazine, August 2013   

Bank Director Magazine, August 2015

The Mission Statement

 

  Our mission is to be the best banking organization in each of the markets we serve as determined by our customers, shareholders, employees and regulators.

 

  We strive to be the best bank for customers by offering a broad array of banking products and services at competitive prices and with the highest quality of personal service.

 

  We strive to be the best bank for shareholders by maximizing long-term value through strong year-to-year growth in assets, loans, deposits and net income while maintaining profit margins, asset quality and operating efficiency more favorable than industry averages.

 

  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.

 

  We strive to be the best bank for regulators by adhering to safe, sound and prudent banking practices, striving to comply with all applicable laws and regulations, and giving appropriate attention to capital adequacy, asset quality, management, earnings, liquidity and market sensitivity.

The Most Important Thing: Our Values Are More Important Than Our Financial Results.

 

•       Character

  

•       Integrity

  

•       Diversity and Inclusion

•       Ethics

  

•       Fair Dealing

  

•       Honor


Together We Are Strategically

Positioned For Great Growth

 

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What Happens Next

 

  It’s business as usual – take great care of our customers

 

  Cooperate with our teams who will help you prepare for the future

 

  Filing for regulatory approvals

 

  Anticipate closing in late Q1 2016 or early Q2 2016

 

  Post closing we will operate as Bank of the Ozarks

 

  Training on Bank of the Ozarks’ policies and culture

 

  Systems conversions to Fiserv Premier planned for Q3 2016

 

  You will receive outstanding support and training so you can confidently and comfortably continue to deliver the highest levels of customer service

What Your Customers Need To Know

 

  “It’s business as usual” – Nothing will change for many months, and customers should not experience any negative impacts from the transaction

 

  “We are still going to be here for you” – Bank of the Ozarks shares a commitment to exceptional customer service and minimal, if any, changes are planned for offices or any staff dealing with customers

 

  Bank of the Ozarks is one of America’s strongest banks bringing unparalleled safety, soundness and security to our customers

 

  After our systems are converted, our customers will have access to approximately 222 offices and exciting new banking products and services

 

  Bottom line: “This combination will be great for our customers”

 

  Refer to bankozarks.com for more information about Bank of the Ozarks
 


Growth Is Critical To Our Shared Success

Together we are an outstanding, high-performing banking organization with expectations for continued growth and expansion.

Growth and expansion provide meaningful career opportunities in a premier regional banking franchise.

 

 

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Answers to Questions You May Have

Bank of the Ozarks, Inc., the holding company for Bank of the Ozarks, and Community & Southern Holdings, Inc., the holding company for Community & Southern Bank (CSB) announced on October 19, 2015 that the two companies entered into a definitive agreement and plan of merger. The transaction is expected to close late in the first quarter of 2016 or early in the second quarter of 2016. The combined companies and banks will operate as Bank of the Ozarks, Inc. and Bank of the Ozarks.

What should I know about this merger?

 

    CSB and Bank of the Ozarks are working closely to make this transition as seamless and smooth as possible.

 

    All deposit account types and account numbers will remain the same and customers will continue to use their existing checks, ATM/debit cards and online and mobile banking/bill pay services and make loan payments as usual.

 

    At this time, no changes to banking hours, policies, products, interest rates, staff, and, most importantly, the banking culture are expected. It’s business as usual.

 

    CSB will retain its name until the transaction is officially completed, which is expected to be late in the first quarter of 2016 or early in the second quarter of 2016. At that time all locations will operate under the Bank of the Ozarks name.

 

    CSB employees and customers will still originate accounts using Community & Southern Bank products and services until the Community & Southern Bank and Bank of the Ozarks operating systems are combined, which is currently planned for the third quarter of 2016. There will be a period of time from the closing of the transaction late in the first quarter of 2016 or early in the second quarter of 2016, until the operating systems are combined in the third quarter of 2016, when the former CSB offices will operate as Bank of the Ozarks, but continue to offer the former CSB’s products and services.

Do customers need to do anything about their account(s)?

 

    There is no need to do anything. Customers can continue banking exactly as they have been. Customers can continue to access their money by writing checks, using ATM and debit cards and/or online and mobile banking. Checks drawn on CSB will continue to be accepted. Loan payments should also continue to be made as usual.

 

    Customers of both banks can expect to have a high level of convenience and customer service and expanded banking locations once the transaction is officially completed and banking systems are combined.

 

    Advance notice will be given to customers prior to any material change to their account(s).

Will customers’ checking/savings/CD account(s) number change?

 

    All account numbers will remain the same at this time. If any changes to account numbers are required in the future, we will communicate such changes to any affected customers well in advance of those changes.


What about direct deposits/Social Security?

 

    Current arrangements for direct deposit(s), including Social Security checks, will continue as normal without interruption.

What about online banking access?

 

    CSB customers will continue to access online banking through mycsbonline.com and no changes to online services will occur until the banking systems are combined.

Are deposits still safe?

 

    Yes. Deposits with CSB and Bank of the Ozarks are safe, sound and readily accessible. All deposit accounts, which include checking, savings, money market, CDs and retirement accounts, will become Bank of the Ozarks accounts, regardless of the amount, upon closing of the transaction, which is expected late in the first quarter of 2016 or early in the second quarter of 2016.

Why did CSB and Bank of the Ozarks decide to merge?

 

    The merger brings together two banks committed to excellence for their customers, shareholders and employees. The combined bank’s increased lending capacity, expanded footprint and combined capabilities position it well to continue meeting the needs and growing expectations of customers, shareholders and employees.

How will the merger impact customers?

 

    The combined bank’s increased lending capacity, expanded footprint and combined technology capabilities will allow us to give our customers better access to the financial resources and the state-of-the-art technology they need to be successful.

What will be the name of the new bank?

 

    Upon closing, CSB will adopt the Bank of the Ozarks name and the holding company will be Bank of the Ozarks, Inc.

When will the merger be official? How will customers be notified?

 

    The transaction is expected to close late in the first quarter of 2016 or early in the second quarter of 2016 following the receipt of all customary regulatory approvals. All customers will be notified in writing and online.

Should customers expect any changes to the personalized customer service and banking experience they currently enjoy?

 

    CSB and Bank of the Ozarks share a commitment to serving customers with excellence, and customers can expect this to continue.


Will there be any new products or offerings as a result of the combined bank?

 

    The combined bank creates a stronger organization with the capital, funding, infrastructure and leadership to support continued expansion of products and services, giving our customers access to excellent banking products and technology.

Will any banking offices be consolidated?

 

    We have no immediate plans to close or consolidate any branches.

Should we slow down our business development activities?

 

    CSB and Bank of the Ozarks have achieved outstanding growth. We have expectations for continued growth and expansion as we move forward together. The staff of both banks will continue to strive to develop new business and customer relationships.

What’s the benefit to the bank given our recent track record of strong growth?

 

    The merger will expand our loan platform for continued growth and increase our legal lending limit as well as expand our scale and footprint.

Can we expect any changes to our culture?

 

    Our culture will continue to flourish in the way we interact with customers, operate in our communities and invest for the future. Both CSB and Bank of the Ozarks share a focus on driving continued, meaningful growth and delivering excellent, personalized customer service that has been a hallmark of both companies over the years.

What should I do if someone from the media contacts me?

 

    Employees, officers and directors who are not authorized spokespersons should refer all requests to Susan Blair, Executive Vice President, Bank of the Ozarks. Susan can be reached at (501) 978-2217 or sblair@bankozarks.com. If for any reason Susan is not available, please take a message (name, publication, contact information) and forward it to her.

Who should I talk to with questions?

 

    You should direct any questions or concerns to your direct supervisor.

Where will our official bank headquarters be?

 

    The combined bank’s official headquarters will be in Little Rock, Arkansas.

For more information about Bank of the Ozarks, please visit bankozarks.com.


Bank of the Ozarks by the Numbers

With a solid record of long-term growth in loans, deposits and earnings, Bank of the Ozarks has earned respect as a great place to do business – and build successful relationships. We are successful because we always remain focused on strong fundamentals of banking: great customer service, prudent lending practices and sound management.

 

    Ranked the top-performing bank by Bank Director Magazine (2015, 2014, 2013)

 

    Ranked the top-performing regional bank by SNL Financial (2015, 2012)

 

    Ranked the top-performing bank in the U.S. by ABA Banking Journal (2012, 2011)

 

    Rated as “well capitalized” – the highest available regulatory rating

 

    Publicly traded company on the NASDAQ Global Select Market, symbol OZRK

 

    Headquartered in Little Rock, Arkansas

 

    Chartered in March 1903, a 112-year heritage

 

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ADDITIONAL INFORMATION

This communication is being made in respect of the proposed merger transaction involving Bank of the Ozarks, Inc. (“Company”) and Community & Southern Holdings, Inc. (“CSB”). 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. In connection with the proposed merger, the Company will file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a joint proxy statement/prospectus of the Company and CSB and a prospectus of the Company. The Company also plans to file other documents with the SEC regarding the proposed merger transaction.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The joint proxy statement/ prospectus, as well as other filings containing information about the Company will be available without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, when available, without charge, from the Company’s website at http://www.bankozarks.com under the Investor Relations tab.

The Company and CSB, and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of CSB and the Company in respect of the proposed merger transaction. Information concerning such participants’ ownership of common stock of the Company and CSB and any additional information regarding the interests of such participants will be included in the joint proxy statement/prospectus and other relevant documents regarding the proposed merger transaction filed with the SEC when they become available.

CAUTION ABOUT FORWARD-LOOKING STATEMENTS

This communication contains certain forward-looking information about the Company and CSB 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 between the Company and CSB, the proposed impact of the merger on the Company’s financial results, including any expected increase in the Company’s book value and tangible book value per common share and any expected increase in diluted earnings per common share, acceptance by CSB’s customers of the Company’s products and services, expectations regarding branch consolidation, if any, the opportunities to enhance market share in certain markets, market acceptance of the Company generally in new markets, and the integration of CSB’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 and CSB. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, many of which are beyond the parties’ control, including the parties’ ability to consummate the transaction or satisfy the conditions to the completion of the transaction, including the receipt of shareholder approval, the receipt of regulatory approvals required for the transaction on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; 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 CSB’s operations with those of the Company will be materially delayed or will be more costly or difficult than expected; 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 (including, without limitation, difficulties in maintaining relationships with employees or customers); 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; general competitive, economic, political and market conditions and fluctuations; and the other factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in its most recent Quarterly Reports on Form 10-Q filed with the SEC. The Company and CSB assume no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.


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