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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 AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 30, 1998
THE BANC CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-25033 63-1201350
(Commission File No.) (I.R.S. Employer Identification No.)
17 North 20th Street
Birmingham, Alabama 35203
(Address of Principal Executive Offices)
(205) 326-2265
(Registrant's Telephone Number, Including Area Code)
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Item 2. Acquisition or Disposition of Assets
On November 6, 1998, the Corporation, through its subsidiary The Bank, an
Alabama banking corporation, completed the acquisition of Commerce Bank of
Alabama, an Alabama banking corporation ("Commerce"), through a merger of
Commerce with and into The Bank. Pursuant to the Third Amended and Restated
Reorganization Agreement and Plan of Merger among the parties, The Bank is the
surviving corporation of the merger. The Commerce shareholders received
approximately 2.335 shares of Corporation Common Stock, par value $.001 per
share, for each share of Common Stock of Commerce held by them. The former
Commerce shareholders received approximately 1,536,615 shares of Corporation
Common Stock. The transaction was accounted for as a pooling of interests.
On October 30, 1998, The Banc Corporation, a Delaware corporation and
registered bank holding company (the "Corporation"), consummated the merger of
City National Corporation, an Alabama bank holding company ("City National"),
with and into the Corporation. City National bank subsidiary, City National
Bank of Sylacauga, was merged with and into The Bank, a subsidiary of the
Corporation. Pursuant to the Second Amended and Restated Reorganization
Agreement and Plan of Merger among the parties, City National shareholders
received approximately 74.538 shares of Corporation Common Stock, par value
$.001 per share, for each share of Common Stock of City National held by them.
The former City National shareholders received approximately 2,000,000 shares of
Corporation Common Stock. The transaction was accounted for as a pooling of
interests.
On October 30, 1998, the Corporation consummated the merger of First
Citizens Bancorp, Inc., an Alabama bank holding company ("First Citizens"),
with and into the Corporation. First Citizens subsidiary bank, First Citizens
Bank of Monroe County was merged with and into The Bank. Pursuant to the Third
Amended and Restated Reorganization Agreement and Plan of Merger among the
parties, the First Citizens shareholders received approximately 8.291 shares of
Corporation Common Stock, par value $.001 per share, for each share of Common
Stock of First Citizens held by them. The former First Citizens shareholders
received approximately 663,243 shares of Corporation Common Stock. The
transaction was accounted for as a pooling of interests.
On October 16, 1998, the Corporation acquired Commercial Bancshares of
Roanoke, Inc., a Delaware bank holding company ("CBS"), in exchange for $7.3
million in cash in a transaction accounted for as a purchase. Pursuant to the
Agreement and Plan of Merger dated as of June 19, 1998, CBS was merged with and
into the Corporation. Commercial Bank of Roanoke, the subsidiary bank of CBS,
was merged with and into The Bank.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of the Businesses Acquired.
The required audited consolidated financial statements of City National,
First Citizens and Commerce at December 31, 1997 and 1996 and for each of the
three years in the period ended December 31, 1997, were filed with the
Corporation's Registration Statement on Form S-4 (Commission File No.
333-58493), as filed on October 9, 1998, and are hereby incorporated by
reference herein. The required unaudited consolidated financial statements of
City National, First Citizens and Commerce at September 30, 1998, and the
period then ended, were filed with the Corporation's Registration Statement on
Form S-1 (Commission File No. 333-67011) as filed on November 9, 1998, and are
hereby incorporated by reference herein.
(b) Pro Forma Financial Information.
The required pro forma consolidated financial information for the year
ended December 31, 1997 and at June 30, 1998, and the period then ended, were
filed as part of the Corporation's Registration Statement on Form S-4
(Commission File No. 333-58493), as filed October 9, 1998, and for the year
ended December 31, 1997 and at September 30, 1998, and the period then ended,
were filed as part of the Corporation's Registration Statement on Form S-1
(Commission File No. 333-67011) as filed November 9, 1998, and are hereby
incorporated by reference herein.
(c) Exhibits:
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EXHIBIT
NO. DESCRIPTION
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(2)-1 Third Amended and Restated Reorganization Agreement and Plan of
Merger, dated as of April 6, 1998, by and among Warrior Capital
Corporation, The Banc Corporation, the Bank and Commerce Bank of
Alabama, filed as Exhibit (2)-1 to the Corporation's Registration
Statement on Form S-4 (Registration No. 333-58493), is hereby
incorporated herein by reference.
(2)-2 Third Amended and Restated Reorganization Agreement and Plan of
Merger, dated as of April 15, 1998, by and among Warrior Capital
Corporation, The Banc Corporation and First Citizens Bancorp, filed as
Exhibit (2)-2 to the Corporation's Registration Statement on Form S-4
(Registration No. 333-58493), is hereby incorporated herein by
reference.
</TABLE>
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<TABLE>
EXHIBIT
NO. DESCRIPTION
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(2)-3 Second Amended and Restated Reorganization Agreement and Plan of
Merger, dated as of June 16, 1998, by and among Warrior Capital
Corporation, The Banc Corporation and City National Corporation, filed
as Exhibit (2)-3 to the Corporation's Registration Statement on Form
S-4 (Registration No. 333-58493), is hereby incorporated herein by
reference.
(2)-4 Agreement and Plan of Merger, dated as of June 19, 1998, by and among
Warrior Capital Corporation, The Banc Corporation and Commercial
Bancshares of Roanoke, Inc., filed as Exhibit (2)-4 to the
Corporation's Registration Statement on Form S-4 (Registration No.
333-58493), is hereby incorporated by reference herein.
(23)-1 Consent of Dudley, Hopton-Jones, Sims & Freeman, PLLP.
(23)-2 Consent of Dudley, Hopton-Jones, Sims & Freeman, PLLP.
(23)-3 Consent of Dudley, Hopton-Jones, Sims & Freeman, PLLP.
(23)-4 Consent of Mauldin & Jenkins.
(23)-5 Consent of Cochran Wheeler & Kennedy.
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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, thereunto duly authorized.
THE BANC CORPORATION
By /s/ JAMES A. TAYLOR, JR
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James A. Taylor, Jr.
Executive Vice President and
General Counsel
Dated: November 13, 1998
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EXHIBIT (23)-1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Current Report Form 8-K of
The Banc Corporation to our report dated January 8, 1998 with respect to the
consolidated financial statements of City National Corporation and subsidiary
which appear in the Registration Statement (Form S-4 No. 333-58493) and the
Prospectus of The Banc Corporation.
/s/ DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP
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Dudley, Hopton-Jones, Sims & Freeman PLLP
Birmingham, Alabama
November 13, 1998
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EXHIBIT (23)-2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Current Report Form 8-K of
The Banc Corporation to our report dated May 6, 1998 with respect to the
consolidated financial statements of First Citizens Bancorp, Inc. and subsidiary
which appear in the Registration Statement (Form S-4 No. 333-58493) and the
Prospectus of The Banc Corporation.
/s/ DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP
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Dudley, Hopton-Jones, Sims & Freeman PLLP
Birmingham, Alabama
November 13, 1998
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EXHIBIT (23)-3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Current Report Form 8-K of
The Banc Corporation to our report dated June 11, 1998 with respect to the
consolidated financial statements of Commercial Bancshares, Inc. and subsidiary
which appear in the Registration Statement (Form S-4 No. 333-58493) and the
Prospectus of The Banc Corporation.
/s/ DUDLEY, HOPTON-JONES, SIMS & FREEMAN PLLP
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Dudley, Hopton-Jones, Sims & Freeman PLLP
Birmingham, Alabama
November 13, 1998
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EXHIBIT (23)-4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Current Report on Form 8-K
of The Banc Corporation to our report dated February 13, 1998 with respect to
the financial statements of Commerce Bank of Alabama for the year ended
December 31, 1997 included in The Banc Corporation's Registration Statement on
Form S-4 (Commission File No. 333-58493) filed with the Securities and Exchange
Commission.
/s/ MAULDIN & JENKINS, LLC
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MAULDIN & JENKINS, LLC
November 13, 1998
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EXHIBIT (23)-5
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Current Report on Form 8-K
of The Banc Corporation of our report dated January 12, 1996 with respect to the
financial statements of Commerce Bank of Alabama for the year ended December 31,
1995 included in The Bank Corporation's Registration Statement on Form S-4
(Commission File No. 333-58493) filed with the Securities and Exchange
Commission.
/s/ Cochran, Wheeler and Kennedy, P.C.
Cochran, Wheeler and Kennedy, P.C.
November 13, 1998
