Securities and Exchange Commission
Washington, DC 20549
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FORM 8-K/A
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Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2000
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GB&T Bancshares, Inc.
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(Exact name of Registrant as Specified in Charter)
Georgia 000-24203 58-2400756
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(State or other Jurisdiction of (Commission File (IRS Employer
Incorporation or Organization) Number) Identification No.)
500 Jesse Jewell Parkway, S.E.
Gainesville, Georgia 30501
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (770) 532-1212
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 1, 2000, GB&T Bancshares, Inc., a Georgia corporation (the
"Company"), consummated the previously announced acquisition of UB&T Financial
Services Corporation, a Georgia corporation ("UB&T"), pursuant to the Agreement
and Plan of Reorganization dated October 14, 1999 (the "Agreement") between the
Company and UB&T. The consideration consisted of 646,803 shares of the Company's
common stock, par value $5.00 per share, in return for all of the issued and
outstanding capital stock of UB&T. The consideration was determined by
negotiation among the parties. The transaction was accounted for as a pooling of
interests. Pursuant to the Agreement, UB&T's subsidiary, United Bank & Trust
Company, is now a wholly-owned subsidiary of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) The financial statements required to be reported as a result of the
transaction described in Item 2 are incorporation by reference to the financial
statements contained in the Company's Proxy Statement/Prospectus on Form S-4
filed on December 20, 1999, as amended.
(b) The pro forma financial information required to be reported as a
result of the transaction described in Item 2 is incorporation by reference to
the financial statements contained in the Company's quarterly report on Form
10-Q filed on May 12, 2000.
(c) Exhibits
2.1(a) Agreement and Plan of Reorganization dated October 14, 1999,
between GB&T Bancshares, Inc. and UB&T Financial Services Corporation
(incorporated by references to Exhibit 2.1 to the Company's Proxy
Statement/Prospectus on Form S-4 filed on December 20, 1999, as amended).
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
GB&T BANCSHARES, INC.
By: /s/ Gregory L. Hamby
Gregory L. Hamby
Chief Financial Officer
Dated: May 12, 2000
