As filed with the Securities and Exchange Commission on August 26, 2021
Registration Statement No. 333-257767
OHIO | | | 6712 | | | 34-1469491 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification No.) |
Thomas C. Blank, Esq. Martin D. Werner, Esq. Shumaker, Loop & Kendrick, LLP 1000 Jackson Street Toledo, Ohio 43604-5573 (419) 241-9000 | | | Kimberly J. Schaefer, Esq. Jeffrey E. Smith, Esq. Vorys, Sater, Seymour and Pease LLP 301 East Fourth Street Suite 3500 Great American Tower Cincinnati, OH 45202 (513) 723-4068 |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☐ (Do not check if a smaller reporting company) | | | Smaller reporting company | | | ☒ |
Exhibit No. | | | Description of Exhibit |
| | Agreement and Plan of Reorganization and Merger, dated as of May 4, 2021 by and between Farmers & Merchants Bancorp, Inc., The Farmers & Merchants State Bank and Perpetual Federal Savings Bank of Urbana (attached as Annex A to the proxy statement and prospectus contained in this Registration Statement) ** | |
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| | Farmers & Merchants Bancorp, Inc. Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of F&M’s Quarterly Report on Form 10-Q filed on October 25, 2017) | |
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| | Code of Regulations of Farmers & Merchants Bancorp, Inc., as amended (incorporated by reference to Exhibit 3.2 of F&M’s Form 10-Q filed on July 26, 2017) | |
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| | Opinion of Shumaker, Loop & Kendrick, LLP (legality) ** | |
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| | Opinion of Shumaker, Loop & Kendrick, LLP (tax matters) ** | |
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| | Opinion of Vorys, Sater, Seymour and Pease LLP (tax matters) ** | |
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| | Voting Agreement (attached as Annex A to the proxy statement and prospectus contained in this Registration Statement) ** | |
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| | Subsidiaries of Farmers & Merchants Bancorp, Inc. (incorporated by reference to Exhibit 21 of registrant’s Annual Report on Form 10-K filed on February 28, 2021) | |
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| | Consent of Crowe LLP ** | |
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| | Consent of BKD, LLP ** | |
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| | Consent of Shumaker, Loop & Kendrick, LLP (legality) (included in Exhibit 5.1) ** | |
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| | Consent of Shumaker, Loop & Kendrick, LLP (tax matters) (included in Exhibit 8.1) ** | |
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| | Consent of Vorys, Sater, Seymour and Pease LLP (tax matters) (included in Exhibit 8.2) ** | |
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| | Power of Attorney included on “Signature” page of Form S-4 filed on July 8, 2021 | |
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| | Consent of Keefe, Bruyette & Woods, Inc.** | |
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| | Form of Proxy for Perpetual Federal Savings Bank of Urbana Shareholder Meeting ** | |
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| | Form of Letter of Transmittal (filed herewith) |
** | Previously filed. |
| | FARMERS & MERCHANTS BANCORP, INC. | ||||
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| | By: | | | /s/ Lars B. Eller | |
| | | | Lars B. Eller, Chief Executive Officer and President |
/s/ Lars B. Eller | | | Chief Executive Officer, President and Director (Principal Executive Officer) |
Lars B. Eller | | ||
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/s/ Barbara J. Britenriker | | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
Barbara J. Britenriker | | ||
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/s/ Jack C. Johnson* | | | |
Jack C. Johnson | | | Chairman of the Board and Director |
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/s/ Andrew J. Briggs* | | | |
Andrew J. Briggs | | | Director |
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/s/ Eugene N. Burkholder* | | | |
Eugene N. Burkholder | | | Director |
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/s/ Jo Ellen Hornish* | | | |
Jo Ellen Hornish | | | Director |
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/s/ Lori A. Johnson* | | | |
Lori A. Johnson | | | Director |
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/s/ Marcia S. Latta* | | | |
Marcia S. Latta | | | Director |
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/s/ Steven J. Planson* | | | |
Steven J. Planson | | | Director |
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/s/ Kevin J. Sauder* | | | |
Kevin J. Sauder | | | Director |
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/s/ Frank R. Simon* | | | |
Frank R. Simon | | | Director |
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/s/ K. Brad Stamm* | | | |
K. Brad Stamm | | | Director |
* | For each of the above directors pursuant to a power of attorney included on the “Signature” page of Form S-4 filed with the Commission on July 8, 2021. |
1. | Time in which to Make an Election. To be effective, a properly completed and executed Election Form/Letter of Transmittal (the “Election Form”), accompanied by the certificate(s) representing all of the holder’s shares of Perpetual Federal Savings Bank (“PFSB”) common stock and required additional documentation, must be received by Broadridge Corporate Issuer Solutions, the Exchange Agent, not later than 5:00 p.m., Eastern Daylight Time, on September 24, 2021 (the “Election Deadline”). However, if the closing of the Merger is extended past October 1, 2021, for any reason, the Election Deadline will be extended until up to three business days prior to the new anticipated closing date. In this event, Farmers & Merchants Bancorp, Inc. (“F&M”) will inform you of the new Election Deadline by the issuance of a press release filed with the Securities and Exchange Commission at least five business days prior to the new anticipated closing date. |
2. | Description of Certificates. Insert in the box in Section 1 of the Election Form the certificate number(s) that you are surrendering and the number of shares of PFSB common stock represented by each certificate. If this certificate information is already provided in the box in Section 1, confirm the information provided and make any necessary corrections. If the space provided is insufficient, attach a separate sheet referencing Section 1 of the Election Form and listing this information. If you hold uncertificated/book entry shares, insert the number of such shares in the appropriate column. If you have shares represented by a certificate but the certificate has been lost, stolen or destroyed, see Instruction 12. |
3. | Election Options. In Section 2 of the Election Form, indicate whether you would like to receive in exchange for your PFSB common stock: (a) all cash (in the amount of $41.20 for each share of PFSB common stock owned); (b) all shares of F&M common stock (at the exchange ratio of 1.7766 F&M shares for each share of PFSB common stock owned); (c) a mixture of cash (in the amount of $41.20 for each share of PFSB common stock) and F&M common stock (at the exchange ratio of 1.7766 shares of F&M common stock for each share of PFSB common stock); or (d) “No Election.” You may select only one of these election choices. If you mark the box in Section 2 for the Mixed Cash/Stock Election, you must also indicate the whole number of your shares of PFSB common stock that you wish to exchange for cash and the whole number of your shares of PFSB common stock that you wish to exchange for shares of F&M common stock. |
4. | Change or Revocation of Election. A holder of PFSB common stock who has made an election may, at any time prior to the Election Deadline, (a) change the holder’s election by submitting a new Election Form in accordance with the procedures described herein that is received by the Exchange Agent prior to the Election |
5. | Joint Forms of Election. Holders of PFSB common stock who make a joint election will be considered to be a single holder of such shares of PFSB common stock. A joint Election Form may be submitted only by persons submitting certificates registered in different forms of the same name (e.g., “John Doe” on one certificate and “J. Doe” on another certificate) or by persons who may be considered to own each other’s PFSB common stock by reason of the ownership attribution rules contained in Section 318(a) of the Internal Revenue Code of 1986, as amended. If the Election Form is submitted jointly, each record holder of PFSB common stock covered hereby must properly sign the Election Form in accordance with Instruction 7, attaching additional sheets if necessary. The signatures of such holders will be deemed to constitute a certification that the persons submitting the joint Election Form are eligible to do so. |
6. | Non-Electing Shares. Holders of PFSB common stock who select No Election in Section 2 of the Election Form, or who fail to submit a properly completed and executed Election Form together with the certificate(s) representing their PFSB common stock by the Election Deadline, or who revoke their previously submitted Election Form and withdraw their certificates, will be deemed to have made a “non-election.” PFSB shareholders who are deemed to have made a non-election will receive in exchange for their PFSB common stock either all cash, all F&M common stock, or any combination of cash and F&M common stock as shall be determined in accordance with the terms of the Merger Agreement, subject to the payment of cash in lieu of the issuance of fractional shares of F&M common stock. F&M will allocate the merger consideration among all non-electing PFSB shareholders in the manner as set forth in the Merger Agreement. |
7. | Signatures. The signature(s) on the Election Form should correspond exactly with the name(s) on the face of the certificate(s) unless the shares of PFSB common stock have been transferred by the registered holder(s), in which case the signature(s) on the Election Form should correspond exactly with the name of the last transferee endorsed on the certificate(s) or indicated on the stock power(s) accompanying the certificate(s). If the Election Form is signed by a person other than the registered owner of the certificate(s) listed in Section 1 of the Election Form, the certificate(s) must be endorsed or accompanied by appropriate stock power(s), in either case signed by the registered owner(s) corresponding with the name(s) set forth on the certificate(s), and the signature(s) appearing on such endorsement(s) or stock power(s) and on the Election Form must be guaranteed by a bank, broker or other financial institution that is a member of a securities transfer association approved medallion program, such as STAMP, SEMP or MSP. |
8. | Special Payment or Issuance Instructions. Section 4 of the Election Form must be completed if checks or certificates representing F&M common stock are to be payable to or registered in any name(s) other than the name(s) that appear on the certificate(s) representing the PFSB common stock being submitted with the Election Form. In addition, the certificate(s) submitted with the Election Form must be accompanied by appropriate signed stock power(s), and the signature(s) appearing on such stock power(s) and on the Election Form must be guaranteed by a bank, broker or other financial institution that is a member of a securities transfer association approved medallion program, such as STAMP, SEMP or MSP. It will be a condition to the issuance of any check or certificate representing F&M common stock in any name(s) other than the name(s) in which the surrendered certificate for PFSB common stock is registered that the person(s) requesting the issuance of such check or certificate representing shares of F&M common stock either pay to the Exchange Agent any transfer or other taxes required to be paid as a result of such issuance, or establish to the satisfaction of F&M or the Exchange Agent that such taxes have been paid or are not applicable. |
9. | Special Delivery Instructions. If checks or certificates representing F&M common stock are to be delivered to a person other than the registered holder(s), or to the registered holder(s) at an address other than that appearing in Section 1 of the Election Form, please complete Section 5 of the Election Form. |
10. | Method of Delivery. The method of delivery of the Election Form and certificates representing PFSB common stock and all other required documents is at the option and sole risk of the holder. Delivery of any certificates will be effected, and risk of loss and title to the certificates will pass, only upon proper delivery of the certificates to the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight delivery service is recommended. |
11. | Backup Withholding; Substitute Form W-9. United States federal income tax laws generally require that each person surrendering certificates representing PFSB common stock to the Exchange Agent is required to provide to the Exchange Agent such person’s correct Taxpayer Identification Number (“TIN”), which, in the case of such a person who is an individual, is his or her social security number. If the holder is a nonresident alien or a foreign entity, other requirements (as described below) will apply. If the Exchange Agent is not provided with the correct TIN or an adequate basis for an exemption from backup withholding, such holder may be subject to a $50 penalty imposed by the IRS. In addition, failure to provide the Exchange Agent with the correct TIN or an adequate basis for an exemption from backup withholding may result in backup withholding (at a rate of 24%) on all payments made to the person or other payee. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, the tendering holder may be able to obtain a refund from the IRS if the requisite information is provided in a timely manner. |
12. | Lost, Stolen or Destroyed Certificates. If a certificate representing any of your shares of PFSB common stock has been lost, stolen or destroyed, contact the Exchange Agent immediately to obtain a form of Affidavit and instructions for completing the Affidavit and for providing a check for the posting of a surety bond. Failure to deliver a properly completed, signed and dated Election Form AND a properly completed, signed, dated and |
13. | Determinations. All questions concerning this Election Form made by holders of PFSB common stock, including questions relating to the effectiveness of any elections or the computation of allocations, will be determined by F&M or the Exchange Agent. The Exchange Agent shall have the right, in its sole and absolute discretion, to reject any and all Election Forms that are not in proper form or to waive any irregularities. Neither F&M nor the Exchange Agent is under any obligation to inform any holder of PFSB common stock of any defect in any Election Form. |
14. | Trusts and Estates. Any trust holding shares of PFSB common stock should submit, along with the Election Form, a copy of the trust document setting forth the name of the trustee and any successor trustee. Any estate holding shares of PFSB common stock should submit, along with this Election Form, a copy of the appointment papers and a copy of the death certificate. Any estate, trust, corporation or other organization holding PFSB common stock must also submit any other supporting documents evidencing the signing person’s authority to act on behalf of the trust, estate, corporation or other organization. |
15. | Questions. If you have any questions regarding the Election Form, please contact the Exchange Agent at (855) 793-5068 between 9:00 a.m. and 6:00 p.m., Eastern Daylight Time, Monday through Friday. |
If using UPS, FedEx, or Courier: | | | If using USPS Service: |
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Broadridge Inc. Attn: BCIS IWS 51 Mercedes Way Edgewood, NY 11717 (855) 793-5068 (toll free) | | | Broadridge Inc. Attn: BCIS Re-Organization Dept. P.O. Box 1317 Brentwood, NY 11717-0718 (855) 793-5068 (toll free) |
| 1 | | | About You and Your PFSB Common Stock — See Instruction 2 | |
| Name and Address of Registered Owner(s) | | | Certificate Number(s) | | | Number of Shares Represented by Certificate(s) | | | Number of Book Entry Shares | |
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| TOTAL SHARES: | | | | | |
☐ | | | I cannot find one or more of my stock certificates. |
| 2 | | | Election Choices — See Instructions 3 – 7 | |
☐ | | | 1 | | | All Cash Election. Mark this box to elect to receive only cash, in the amount of $41.20* for each share of PFSB common stock, for all shares of PFSB common stock you own. | |||
☐ | | | 2 | | | All Stock Election. Mark this box to elect to receive only F&M common stock, at the exchange ratio of 1.7766* shares of F&M common stock for each share of PFSB common stock, for all shares of PFSB common stock you own. | |||
☐ | | | 3 | | | Mixed Cash/Stock Election. Mark this box to elect to receive a mixture of cash (in the amount of $41.20* for each share of PFSB common stock) and F&M common stock (at the exchange ratio of 1.7766* share of F&M common stock for each share of PFSB common stock). If you mark this box, you must also indicate below the whole number of your shares of PFSB common stock that you wish to exchange for cash and the whole number of your shares of PFSB common stock that you wish to exchange for F&M common stock. Do not write percentages, only whole numbers of shares. | |||
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| | | | (a) Shares of PFSB common stock to be exchanged for cash: | | | (whole numbers only) | ||
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| | | | (b) Shares of PFSB common stock to be exchanged for F&M common stock: | | | (whole numbers only) | ||
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| | | | Total shares of PFSB common stock owned: | | | # | ||
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| | | | #Important: The sum of (a) and (b) must equal the total number of shares of PFSB common stock that you own (as listed in Section 1 above). | |||||
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☐ | | | 4 | | | No Election. I/we make no election. I/we, the undersigned, acknowledge and understand that by making no election, the form of consideration that I/we will receive as a result of the Merger will be determined in accordance with the terms of the Merger Agreement. |
| 3 | | | Certification and Required Signatures — See Instruction 7 | |
| 4 | | | Special Payment or Issuance Instructions — See Instruction 8 | |
| 5 | | | Special Delivery Instructions — See Instruction 9 | |
| SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (“TIN”) and Certification | | | Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. | | |||
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| Business Name/Disregarded Entity Name, if different from above | | ||||||
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| Check appropriate box for federal tax classification; check only one of the following seven boxes: ☐ Individual/sole proprietor or single-member LLC ☐ C Corporation ☐ S Corporation ☐ Partnership ☐ Trust/Estate ☐ Limited liability company. Enter the tax ☐ Other classification (C = C corporation, S = S corporation, P = partnership) | | ||||||
| Note. Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. | | ||||||
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| Address | | ||||||
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| City, state and ZIP code | | ||||||
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| Exemptions (codes apply only to certain entities, not individuals: see W-9 Guidelines) Exempt payee code (if any) Exemption from FATCA reporting code (if any) | | ||||||
| Part 1 — Taxpayer Identification Number — Please provide your TIN in the box at right and certify by signing and dating below. If awaiting TIN, write “Applied For.” | | | Social Security Number OR Employer Identification Number | | |||
| PART 2 — Certification — Under penalties of perjury, I certify that: | | ||||||
| (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding, (3) I am a U.S. citizen or other U.S. person (including a U.S. resident alien) and (4) The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. | | ||||||
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| Certification Instructions. — You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item 2. | | ||||||
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| The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding | | ||||||
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| SIGNATURE | | ||||||
| DATE | |
For this type of account: | | | Give the SOCIAL SECURITY Number of: | |||
1. | | | An individual’s account | | | The individual |
2. | | | Two or more individuals (joint account), other than an account maintained by a foreign financial institution | | | The actual owner of the account or, if combined funds, any one of the individuals(1) |
3. | | | Two or more individuals (joint account maintained by a foreign financial institution) | | | Each holder of the account |
4. | | | Custodian account of a minor (Uniform Gift to Minors Act) | | | The minor(2) |
5. | | | Adult and minor (joint account) | | | The adult or, if the minor is the only contributor, the minor(1) |
6. | | | Account in the name of guardian or committee for a designated ward, minor, or incompetent person | | | The ward, minor, or incompetent person(2) |
7. | | | a. The usual revocable savings trust account(grantor is also trustee) | | | The grantor-trustee(1) |
| | b. So-called trust account that is not a legal or valid trust under State law | | | The actual owner(1) | |
8. | | | Sole proprietorship or single member LLC account owned by an individual | | | The Owner(3) |
9. | | | Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A)) | | | The grantor* |
For this type of account: | | | Give the EMPLOYER IDENTIFICATION Number of: | |||
9. | | | A valid trust, estate or pension trust | | | The legal entity(4) |
10. | | | Corporation or LLC electing corporate status on Form 8832 account | | | The corporation |
11. | | | Association, club, religious, charitable, educational or other tax-exempt organization account | | | The organization |
12. | | | Partnership account held in the name of the business or multi-member LLC | | | The partnership |
13. | | | Disregarded entity not owned by an individual | | | The owner |
14. | | | A broker or registered nominee | | | The broker or nominee |
15. | | | Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments | | | The public entity |
(1) | List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished. |
(2) | Circle the ward’s, minor’s or incompetent person’s name and furnish such person’s social security number. |
(3) | You must show your individual name, but you may also enter your business or “doing business” name. You may use either your Social Security Number or Employer Identification Number. (if you have one). |
(4) | List first and circle the name of the legal trust, estate, or pension trust. Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title. |
* | NOTE: Grantor also must provide a Form W-9 to trustee of trust. |
• | Form 1099-INT (interest earned or paid) |
• | Form 1099-DIV (dividends, including those from stocks or mutual funds) |
• | Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) |
• | Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) |
• | Form 1099-S (proceeds from real estate transactions) |
• | Form 1099-K (merchant card and third party network transactions) |
• | Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) |
• | Form 1099-C (canceled debt) |
• | Form 1099-A (acquisition or abandonment of secured property) |
• | A C corporation. |
• | A financial institution. |
• | An organization exempt from a tax under Section 501(a) or an individual retirement plan or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(F)(2). |
• | The United States or any agency or instrumentality thereof. |
• | A State, the District of Columbia, a possession of the United States or any subdivision or instrumentality thereof. |
• | A foreign government, a political subdivision of a foreign government or any agency or instrumentality thereof. |
• | An international organization or any agency or instrumentality thereof. |
• | A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S. |
• | A real estate investment trust. |
• | A common trust fund operated by a bank under Section 584(a). |
• | An entity registered at all times under the Investment Company Act of 1940. |
• | A futures commission merchant registered with the Commodity Futures Trading Commission. |
• | A person registered under the Investment Advisors Act of 1940 who regularly acts as a broker. |
(1) | PENALTY FOR FAILURE TO FURNISH TIN. — If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. |
(2) | CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. — If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500. |
(3) | CRIMINAL PENALTY FOR FALSIFYING INFORMATION. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. |
(4) | MISUSE OF TINS. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. |
FARMERS & MERCHANTS BANCORP, INC. | | | PERPETUAL FEDERAL SAVINGS BANK OF URBANA |
Farmers & Merchants Bancorp, Inc. | | | Perpetual Federal Savings Bank |
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Lars B. Eller President and Chief Executive Officer FARMERS & MERCHANTS BANCORP, INC. | | | Michael R. Melvin President and Chief Executive Officer PERPETUAL FEDERAL SAVINGS BANK OF URBANA |