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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): December 10, 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 5. Other Events
On December 10, 1998, The Banc Corporation (the "Corporation")
completed its public offering of 1,000,000 shares of Common Stock, par value
$.001 per share, at a price of $11.00 per share. The offering was made through
an underwriting group managed by Sterne, Agee & Leach, Inc. and included
Advest, Inc., J.C. Bradford & Co., Legg Mason Wood & Walker, Inc., Morgan
Keegan & Co., Inc., Raymond James & Associates, Inc., The Robinson-Humphrey
Co., LLC and Ryan, Beck & Co., Inc. The Corporation has granted the
Underwriters an option to purchase an additional 150,000 shares of Common Stock
at a price of $11.00 per share for a period of 30 days.
Item 7. Financial Statements and Exhibits
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EXHIBIT
NO. DESCRIPTION
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(99) Press Release, dated December 10, 1998, by the Corporation.
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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: December 15, 1998
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EXHIBIT (99)
THURSDAY, DECEMBER 10, 12:12 PM EASTERN TIME
COMPANY PRESS RELEASE
SOURCE: The Banc Corporation
THE BANC CORPORATION ANNOUNCES INITIAL PUBLIC OFFERING
BIRMINGHAM, Ala., Dec. 10/PRNewswire/ -- The Banc Corporation (Nasdaq: TBNC -
news) announced today the completion of its public offering of 1,000,000 shares
of common stock, par value $.001 per share, at a price of $11.00 per share. The
offering was made through an underwriting group managed by Sterne, Agee &
Leach, Inc., and included Advest, Inc., J.C. Bradford & Co., Legg Mason Wood &
Walker, Inc., Morgan Keegan & Co., Inc., Raymond James & Associates, Inc., The
Robinson-Humphrey Co., LLC, and Ryan, Beck & Co., Inc. The Corporation has
granted an option to the underwriters to purchase an additional 150,000 shares
of common stock at $11.00 per share for a period of 30 days.
The Banc Corporation is a bank holding company headquartered in Birmingham,
Alabama with approximately $415 million in assets. The principal subsidiary of
The Banc Corporation is The Bank, a commercial banking organization
headquartered in Birmingham, Alabama, with 17 community banking offices
throughout Alabama. The Banc Corporation recently completed acquisitions of
City National Corporation with two locations in Sylacauga and one in
Childersburg; First Citizens Bancorp, Inc. with two locations in Monroeville
and one in Frisco City; and Commercial Bancshares of Roanoke, Inc.; all bank
holding companies located in Alabama. The Banc Corporation also recently
completed the acquisition of Commerce Bank of Alabama, a state banking
organization headquartered in Albertville with branches in Guntersville,
Gadsden and Rainbow City. Commerce Bank was merged directly into The Bank. In
addition to Birmingham, The Bank had existing branches in Warrior, Morris, Mt.
Olive and Decatur. In these acquisitions, The Banc Corporation issued
approximately 4.2 million shares of its common stock to the former shareholders
of City National, First Citizens and Commerce in a registered offering. The
Corporation paid cash for Commercial Bancshares of Roanoke.
James A. Taylor, Chairman and Chief Executive Officer of The Banc Corporation,
said he was very pleased with the success of the offering. "This offering
allows us to move forward with our growth strategy which includes the
acquisition of existing banks and other organizations. We now have a currency
with which we can expand our community banking network in Alabama and
surrounding states." The Corporation has previously entered into a definitive
agreement to acquire Emerald Coast Bancshares, Inc., a Florida-based bank
holding company with branches in Panama City, Destin, Seagrove and Bay Point.
The proceeds of the offering will be used to fund internal growth, acquisitions
and for general corporate purposes.
Statements in this document that are not historical facts are hereby identified
as "forward looking statements" for the purpose of the safe harbor provided by
Section 21E of the Securities Exchange Act of 1934 and Section 27A of the
Securities Act of 1933. The Corporation cautions that such
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"forward looking statements," wherever they occur in this document or in other
statements attributable to the Corporation are necessarily estimates reflecting
the best judgment of the Corporation's senior management and involve a number
of risks and uncertainties that could cause actual results to differ materially
from those suggested by the "forward looking statements." Such "forward looking
statements" should, therefore, be considered in light of various important
factors set forth from time to time in the Corporation's reports and
registrations statements filed with the SEC.
The Corporation disclaims any intent or obligation to update "forward looking
statements."
SOURCE: The Banc Corporation
