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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): August 18, 2000
CNBT BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 000-24553 76-0575815
(State or other jurisdiction of (Commission File Number) (I.R.S. employer
incorporation or organization) identification no.)
5320 BELLAIRE BOULEVARD
BELLAIRE, TEXAS 77401
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (713) 661-4444
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ITEM 5. OTHER EVENTS.
On August 18, 2000, CNBT Bancshares, Inc., a Texas corporation ("CNBT"),
executed an Agreement and Plan of Merger (the "Merger Agreement") with BOK
Financial Corporation, an Oklahoma corporation ("BOKF"), and BOKF Merger
Corporation Number Ten, a Texas corporation ("Merger Sub"), providing for the
merger of Merger Sub with and into CNBT (the "Merger"). As a result of the
Merger, CNBT will become a wholly-owned subsidiary of BOKF and each share of
common stock, $1.00 par value, of CNBT ("CNBT Common") outstanding immediately
prior to the effective time of the Merger will be converted into the right to
receive an amount equal to (i) $92,000,000 minus the amount of investment
banking fees paid by CNBT in connection with the transaction, which are
estimated to be approximately $600,000, divided by (ii) the number of shares of
CNBT Common outstanding on the effective date of the Merger.
As of the date of this Form 8-K, there were 4,941,361 shares of CNBT Common
issued and outstanding. In addition, CNBT has outstanding options to purchase an
additional 139,670 shares of CNBT Common. All outstanding options will be
exercised prior to closing and will be treated on a net basis. The aggregate net
profit in options is estimated to be approximately $1,371,600. Proceeds to CNBT
Common (excluding options) are estimated to be approximately $90,028,400 or
$18.22 per share.
The Merger Agreement provides that $1 million of the merger consideration
will be held back for one year to cover any claims that may be made for breach
of any representations and warranties. Accordingly, proceeds to CNBT Common
(excluding options) at the effective time of the Merger are estimated to be
$89,043,400 or $18.02 per share. If no claims are made against the escrow
account, holders of CNBT Common would receive an additional payment of
approximately $0.20 per share one year following the effective time of the
Merger.
Consummation of the Merger is subject to the satisfaction of certain
conditions, including approval of CNBT's stockholders and receipt of all
necessary approvals by all government agencies of the transactions contemplated
by the Merger Agreement. The Merger Agreement provides that the Merger cannot be
effected prior to January 3, 2001. It is expected that consummation of the
Merger will occur as soon as practicable after the satisfaction of all such
conditions after January 3, 2001.
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is
hereby incorporated by reference in its entirety. A copy of the joint press
release issued by CNBT and BOKF on August 18, 2000, is attached as Exhibit 99.1
and is hereby incorporated by reference in its entirety.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following material is filed as an exhibit to this Current
Report on Form 8-K:
Exhibit
Number Description of Exhibit
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2.1 Agreement and Plan of Merger dated August 18, 2000,
among BOK Financial Corporation, BOKF Merger Corporation
Number Ten, and CNBT Bancshares, Inc.
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99.1 Press Release dated August 18, 2000, announcing the
execution of the Merger Agreement between BOK Financial
Corporation and CNBT Bancshares, Inc.
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.
CNBT BANCSHARES, INC.
By: /s/ B. Ralph Williams
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B. Ralph Williams, President and
Chief Executive Officer
Dated: August 18, 2000
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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2.1 Agreement and Plan of Merger dated August 18, 2000, among BOK
Financial Corporation, BOKF Merger Corporation Number Ten, and
CNBT Bancshares, Inc.
99.1 Press Release dated August 18, 2000, announcing the execution
of the Merger Agreement between BOK Financial Corporation and
CNBT Bancshares, Inc.
