SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
September 17, 1998
FVNB CORP.
(Exact name of registrant as specified in its charter)
Commission file number: 333-47939
Texas 74-2871063
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
101 S. Main Street
Victoria, Texas 77901
(Address of principal executive offices)
(512) 573-6321
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 17, 1998, FVNB Corp. (the "Holding Company") became the
holding company for First Victoria National Bank, a national banking association
(the "Bank"). Pursuant to the terms of the Plan of Reorganization dated as of
March 17, 1998, by and between the Bank and the Holding Company and the related
Plan of Merger entered into by and between the Bank and FVNB Interim Bank,
National Association, an interim national banking association formed by the
Holding Company under the laws of the United States, the Bank merged with and
into the Interim Bank under the charter of Interim Bank and under the name
"First Victoria National Bank," the shareholders of the Bank became shareholders
of the Holding Company, and the Bank became a wholly-owned subsidiary of the
Holding Company.
A detailed description of the transaction is set forth in the Prospectus
included in the Holding Company's Registration Statement No. 33-47939 on Form
S-4, filed with the Securities and Exchange Commission on March 13, 1998, as
amended by post-effective amendment filed on April 8, 1998, which description is
incorporated herein by reference. In addition, a copy of the press release of
Holding Company and the Bank, dated September 17, 1998, is attached hereto as
Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibit is filed as part of this report:
99.1 Press Release of FVNB Corp. and First Victoria National Bank dated
September 17, 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.
FVNB CORP.
(Registrant)
By: /s/ DAVID M. GADDIS
David M. Gaddis, President
Date: September 17, 1998
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EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
99.1 Press Release of FVNB Corp.
and First Victoria National Bank
dated September 17, 1998 5
EXHIBIT 99.1
Press Release
FOR IMMEDIATE RELEASE: DATE: September 17, 1998
Victoria, Texas
PRESS RELEASE
FVNB CORP.
AND
FIRST VICTORIA NATIONAL BANK
Contact Person: David M. Gaddis
President
(512) 573-6321
The Board of Directors of First Victoria National Bank is pleased to
announce that, effective September 17, 1998, First Victoria National Bank
reorganized into a one bank holding company, FVNB Corp. As part of this
transaction, each outstanding share of First Victoria National Bank common
stock, par value $2.50 per share, was converted into, by operation of law, one
share of FVNB Corp. common stock, par value $.01 per share. Shareholders do not
need to take any action at this time. Share certificates which previously
represented shares of common stock of First Victoria National Bank continue to
represent a like number of shares of common stock of FVNB Corp.
The Board of Directors of First Victoria believes that the holding company
structure provides the best organizational vehicle by which it can serve its
shareholders, customers and communities well into the future. The Board of
Directors is committed to preserving First Victoria's community-oriented
philosophy and independence. By modernizing its organizational structure, First
Victoria is equipping itself to compete in the challenging markets it will face
in the next century.
First Victoria National Bank is a Victoria, Texas based national banking
association with approximately $520 million dollars in total assets. First
Victoria National Bank has branches in Victoria, Port Lavaca and Taft, Texas.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act
of 1995: The statements contained in this release which are not historical facts
contain forward looking information with respect to plans, projections or future
performance of FVNB Corp. and its subsidiaries, the occurrence of which involve
certain risks and uncertainties detailed in FVNB Corp.'s filings with the
Securities Exchange Commission.
