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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 21, 1997
BAY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 0-23299 76-0046244
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
1001 HIGHWAY 146 SOUTH
LA PORTE, TEXAS 77571
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 471-4400
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 21, 1997, Bay Bancshares, Inc. (the "Company") completed the
previously announced acquisitions of Texas National Bank of Baytown ("TNB") and
First Bank of Deer Park ("First Bank"). At June 30, 1997, TNB had total assets
of approximately $14.1 million, total deposits of approximately $12.4 million
and total stockholders' equity of approximately $1.6 million and First Bank had
total assets of approximately $32.9 million, total deposits of approximately
$26.8 million and total stockholders' equity of approximately $3.9 million.
As part of the transaction with TNB, the Company acquired all of the issued
and outstanding shares of TNB's common stock (the "TNB Common Stock") through
the consolidation of TNB with a subsidiary of the Company formed solely to
facilitate the acquisition of TNB. As a result of the consummation of the
acquisition, TNB became a wholly-owned subsidiary of the Company, and
immediately thereafter, TNB was consolidated with the Company's wholly-owned
subsidiary, Bayshore National Bank (the "Bank"), with the Bank surviving.
The acquisition of TNB by the Company was made pursuant to an Agreement and
Plan of Consolidation by and among the Company, the Bank and TNB dated August 7,
1997. In consideration of the exchange by shareholders of their TNB Common
Stock, holders of TNB Common Stock received a $2,400,000 aggregate cash payment
from the Company. The purchase price was determined by arms-length negotiations
between the Company and TNB. A portion of the funds used for the acquisition
represent a portion of the proceeds obtained from the public offering of 600,000
shares of Company common stock (the "Offering") which closed on November 12,
1997.
As part of the transaction with First Bank, the Company acquired all of the
issued and outstanding shares of First Bank's common stock (the "First Bank
Common Stock") through the merger of First Bank with a subsidiary of the Company
formed solely to facilitate the acquisition of First Bank. As a result of the
consummation of the acquisition, First Bank became a wholly-owned subsidiary of
the Company, and immediately thereafter, First Bank was consolidated with the
Company's wholly-owned subsidiary, Bayshore National Bank (the "Bank") with the
Bank surviving.
The acquisition of First Bank by the Company was made pursuant to an
Agreement and Plan of Consolidation by and among the Company, the Bank and First
Bank dated August 7, 1997. In consideration of the exchange by shareholders of
their First Bank Common Stock, holders of First Bank Common Stock received a
$7,970,000 aggregate cash payment from the Company. The purchase price was
determined by arms-length negotiations between the Company and First Bank. A
portion of the funds used for the acquisition represent a portion of the
proceeds obtained from the Offering.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
(4) The financial statements of TNB and First Bank included
in the Registration Statement on Form S-1 (Registration No. 333-36185) of Bay
Bancshares, Inc. are substantially the same as the financial statements
required by this Form 8-K and are incorporated by reference to such
Registration Statement.
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(b) Pro forma financial information.
(2) The pro forma financial information included in the
Registration Statement on Form S-1 (Registration No. 333-36185) of Bay
Bancshares, Inc. is substantially the same as the pro forma financial
information required by this Form 8-K and is incorporated by reference to
such Registration Statement.
(c) Exhibits. The following materials are filed as exhibits to this
Current Report on Form 8-K:
Exhibit
Number Description of Exhibit
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2.1 Agreement and Plan of Consolidation by and between Bay
Bancshares, Inc., Bayshore National Bank and Texas National
Bank of Baytown dated August 7, 1997, together with the
exhibits thereto (incorporated by reference to Exhibit No.
10.4 filed as part of the Registration Statement on Form S-1
(Registration No. 333-36185) of Bay Bancshares, Inc.).
2.2 Agreement and Plan of Consolidation by and between Bay
Bancshares, Inc., Bayshore National Bank and First Bank of
Deer Park dated August 7, 1997, together with the exhibits
thereto (incorporated by reference to Exhibit No. 10.5 filed
as part of the Registration Statement on Form S-1
(Registration No. 333-36185) of Bay Bancshares, Inc.).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BAY BANCSHARES, INC.
By: /s/ L. D. Wright
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L. D. Wright
President
Dated: December 5, 1997
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