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 October 28, 1998)
BOC FINANCIAL CORP.
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(Exact name of Registrant as specified in its charter)
North Carolina 000-24245 56-6511744
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(State or other jurisdiction (Commission File No.) (IRS Employer Identification
of incorporation) number)
107 South Central Avenue, Landis, North Carolina 28088
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(Address of principal executive offices)
Registrant's telephone number, including area code (704) 857-7277
Not Applicable
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(Former address of principal executive offices)
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Item 5 Other Events.
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On October 28, 1998, the Board of Directors of the Registrant authorized the
purchase of up to 46,000 shares of its $1.00 par value common stock. In
accordance with the policy of the Federal Deposit Insurance Corporation, the
number of shares to be repurchased will not exceed 5% of the shares issued by
the Registrant upon the conversion of Landis Savings Bank, SSB from mutual to
stock form and its simultaneous conversion to a North Carolina-chartered
commercial bank, Bank of the Carolinas (the Registrant is the holding company
for the bank). The purchases will begin on October 28, 1998, and will be made
through open market or privately negotiated transactions, subject to market
conditions and trading restrictions.
On October 28, 1998, the Board of Directors of the Registrant also declared the
first cash dividend of the Registrant's common stock of $.10 per share. The
dividend is payable on November 30, 1998, to shareholders of record on November
15, 1998.
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SIGNATURES
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.
BOC FINANCIAL CORP.
By: /s/ Stephen R. Talbert
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Stephen R. Talbert, Chief Executive Officer
Dated: November 2, 1998
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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21 Press Release dated October 28, 1998
EXHIBIT 21
BOC FINANCIAL CORP.
107 South Central Avenue
Drawer 8187
Landis, North Carolina 28088-8187
October 28, 1998
PRESS RELEASE - FOR IMMEDIATE RELEASE
For Further Information Contact:
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Stephen R. Talbert
BOC Financial Corp.
107 South Central Avenue
Landis, North Carolina 28088
BOC FINANCIAL CORP. ANNOUNCES
SHARES REPURCHASE AUTHORIZATION
AND FIRST CASH DIVIDEND
Landis, North Carolina - BOC Financial Corp. (NASDAQ-BOCF) announced today that
its Board of Directors authorized the purchase of up to 46,000 shares of its
$1.00 par value Common Stock and its first cash dividend of $.10 per share.
Repurchases shall commence after October 28, 1998 which is the six month
anniversary date of the creation of BOC Financial Corp. as the holding company
for Bank of the Carolinas (formerly Landis Savings Bank, SSB).
Purchases will begin at that date and will be made through open market or
privately negotiated transactions, subject to market conditions and trading
restrictions. The number of shares to be repurchased does not exceed 5% of the
shares issued by BOC Financial Corp. upon the conversion of Landis Savings Bank,
SSB from mutual to stock form and its simultaneous conversion to a North
Carolina-chartered commercial bank, Bank of the Carolinas. Such volume
limitations are in accord with existing policy of the Federal Deposit Insurance
Corporation.
The Board of Directors also declared its first cash dividend of $.10 per share,
payable November 30, 1998 to shareholders of record on November 15, 1998.
BOC Financial Corp. currently has 920,741 shares outstanding, all of which were
issued in connection with the mutual to stock conversion of Landis Savings Bank,
SSB.
BOC Financial Corp., holding company for Bank of the Carolinas, Landis, North
Carolina had, as of September 30, 1998, total assets of $31,732,691, total
deposits of $19,048,229, and stockholder's equity of $12,425,925. BOC Financial
Corp. reported consolidated net income of $157,775 for the period from the
closing of the Company's public stock offering on April 28, 1998 through
September 30, 1998.
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