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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 12, 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 12, 1997, Bay Bancshares, Inc. the "Company" completed the
previously announced acquisition of Texas Bank, Baytown, Texas ("Texas Bank")
located in Baytown, Texas, including a branch location in Mont Belvieu,
Texas. At June 30, 1997, Texas Bank had total assets of approximately $41.5
million, total deposits of approximately $37.7 million and total
stockholders' equity of approximately $3.7 million. As part of the
transaction, the Company acquired all of the issued and outstanding shares of
Texas Bank's common stock (the "Texas Bank Common Stock") through the
consolidation of Texas Bank with a subsidiary of the Company formed solely to
facilitate the acquisition. Following the consummation of the acquisition,
Texas Bank became a wholly-owned subsidiary of the Company, and immediately
thereafter, Texas Bank was consolidated with the Company's wholly-owned
subsidiary, Bayshore National Bank (the "Bank") with the Bank surviving.
The acquisition by the Company was made pursuant to an Agreement and
Plan of Reorganization by and between the Company, Texas Bank and certain
shareholders of Texas Bank dated June 24, 1997 (the "Texas Bank Acquisition
Agreement"). In consideration of the exchange by shareholders of their Texas
Bank Common Stock for cash, holders of Texas Bank Common Stock received a
$5,335,000 aggregate cash payment from the Company. The purchase price was
determined by arms-length negotiations between the Company and Texas Bank and
adjusted prior to closing pursuant to the Texas Bank Acquisition Agreement.
The funds used for the acquisition represent a portion of the proceeds
obtained from the public offering of 600,000 shares of BBI common stock (the
"Offering") which closed on November 12, 1997.
In connection with the transaction, the directors of Texas Bank and
their related interests, with the exception of Joseph D. Crook, have agreed,
for a period of two years after the closing, that none of such individuals
will (i) become affiliated with any business in Texas Bank's Community
Reinvestment Act assessment area that competes with the Company, (ii) solicit
business from the customer of Texas Bank or (iii) advise any customer of
Texas Bank to cease or diminish doing business with Texas Bank.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
(4) The financial statements of Texas Bank will be filed by
amendment no later than 60 days after November 27, 1997.
(b) Pro forma financial information.
(2) The pro forma financial information will be filed by
amendment no later than 60 days after November 27, 1997.
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(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 Reorganization by and between Bay
Bancshares, Inc., Texas Bank and certain shareholders of
Texas Bank dated June 24, 1997, together with the
exhibits thereto (incorporated by reference to Exhibit
No. 10.3 filed as part of the Registration Statement on
Form S-1 (Registration No. 333-36185) of Bay Bancshares,
Inc.).
2.2 Form of Noncompetition Agreement by and between Bay
Bancshares, Inc. and certain shareholders of Texas Bank dated
May 29, 1997 (incorporated by reference to Exhibit G to
Exhibit 2.1 of this Current Report on Form 8-K).
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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/ Larry D. Wright
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Larry D. Wright
President
Dated: November 25, 1997
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