This is what the MBA business professors will tell you: Whenever collective shareholder action is required, shareholders are usually apathetic - so shareholder votes don't matter; it's just a formality. But remember, there was a shareholder viewing party for "Cocoon." Cocoon is a 1985 American science fiction fantasy comedy-drama film directed by Ron Howard about a group of elderly people rejuvenated by aliens.
If the HBKS shareholders are rejuvenated (which will happen when the low-ball, high tax buyout is voted down), all women over 40 will look like they are 19 again. Now, do you really believe Debbie Shelton, Ann Romeo and Mary Lynn Goodwin voted for the buyout?
Buyout has three major problems:
1. Low-ball price.
2. CEO's big severance payments for little bank.
3. Shareholders get stuck with high taxes on a cash buyout.
FIX ALL THREE JUST BY VOTING "NO"!
And the below doesn't include additional payouts relating to Equity Awards, Executive Deferred Compensation Agreement, Supplemental Executive Retirement Agreement, Annual Incentive Bonus, and Paid Legal Fees.....All in the 176 page merger proposal posted at the HBKS homepage.
1) Mr. Ives, SBS and Southern Bank have agreed that Mr. Ives’ employment with HBS and Heritage Bank will terminate as of the effective date of the merger. Under the Ives Employment Agreement, as amended, upon Mr. Ives’ separation from service on the effective date of the merger, Mr. Ives will receive the following:
(i) a severance payment equal to $1,395,000, payable in a lump sum six months following the last day of his employment as required under Section 409A of the Code; and
(ii) a lump sum payment for his accrued but unused vacation and sick leave to the extent not previously paid.
HBS and Heritage Bank will pay to Mr. Ives in the last paycheck issued in 2015 all unused vacation and sick
leave accrued as of December 31, 2015, which will not exceed $152,302.
2) Mr. Ives will provide consulting services to SBS and Southern Bank, and will refrain from competing with HBS, Heritage Bank, SBS and Southern Bank, from the effective time of the merger through the third anniversary of the effective time of the merger, in exchange for the payment by Southern Bank or SBS to Mr. Ives of $245,000 per calendar year.
During the consulting period, Mr. Ives will also receive reimbursements for business expenses and a $6,000 annual car allowance. Mr. Ives will also serve on the boards of directors of SBS and Southern Bank following the merger and will be paid director fees pursuant to SBS’ and Southern Bank’s compensation schedule for non-employee directors.
"Our officers, directors and certain of our employees will be soliciting proxies. In addition, we have
retained Regan & Associates, Inc. to aid in the solicitation of proxies. Regan & Associates, Inc. will
receive a fee of approximately $12,500 for its proxy solicitation services."
Much more effective campaign than a doggy spewing junk on a dead message board.
Despite your constant whining and plea for help, you and your 3 aliases are the only ones here on this dead message board. Quite comical, yet disturbing at the same time.
On price alone, the banks might be able to slide the low-ball price by; but taxes are going to get shareholders' attention. Vote "no" on buyout and save a fortune!
Remember, insiders don't have enough ownership to force a deal through. If they had 40-45% it would be different, but they are only at about 27%. In the meantime, only 34% need to vote "no." And if for example, Debbie Shelton, Ann Romeo and Mary Lynn Goodwin already voted "no," it's less than that!
Fact the bank set the record date so early will likely backfire on them ... shares that are sold typically don't vote. However, if the bank can extend the meeting, then they can set a new record date. That's a problem ... if you don't want to see your money go up in smoke ... to taxes.
Don't know why the price shot up on Thursday, because it's still "pending shareholder approval."
Unlikely the bank has it ... at best they might be able to extend the special meeting. Tell all your friends to vote "no," since a meeting extension wouldn't be good for the Old Fogies that don't want a low-ball buyout with high taxes.
This company was circling the toilet bowl, just look at their earnings reports. Who in their right mind would be surprised by a lowball buyout?
Next up - Shareholder approval at a Special Shareholders' Meeting of Heritage Bankshares, Inc.....You're about 3-1/2 weeks away from getting your lifelong wish at this message board; a buyout! Enjoy!
Capital gains count as part of Adjusted Gross Income. So higher capital gains mean the "phase-outs" kick in: Personal Exemptions and Itemized Deductions are reduced and eventually eliminated; then the Alternative Minimum Tax kicks in. What a disaster! Vote "no" on all cash, low-ball deal!
Small banks will rocket in 2016 ... HBKS selling at low-ball price at worst possible time!
Q: So why would I vote for the buyout?
A: You want to vote for the buyout ... ahem, we mean "merger" ... because you want to help the Hampton Roads economy by creating a larger bank that you won't have a share in and then you want to contribute to the U.S. Government by paying more taxes!
In American capitalism, the little guy always gets short-changed. Shareholders in public companies are usually the little guy. When you have the chance to protect yourself for once, you should exercise it!
If you already voted "yes", you can still change it. Very easy if voting by telephone or Internet.
Remember, just because a person dies, it doesn't mean their wisdom doesn't live on!
How about the Lynnhaven Fish House off Shore Dr. ... they are still open?
In my opinion, this is one of the most overrated restaurants in the world: Relatively high prices for small portions.