<PAGE> 1
UNITED STATES
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): December 2, 1999
TEAM FINANCIAL, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Kansas 000-26335 48-1017164
- ------------------------------- ------------------------ -------------------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
8 West Peoria, Suite 200
Paola, Kansas 66071
----------------------------------------
(Address of principal executive offices)
(913) 294-9667
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 2, 1999, Team Financial, Inc. (the "Company") closed its
acquisition of ComBankshares, Inc. ("ComBankshares") pursuant to an Acquisition
Agreement and Plan of Merger (the "Agreement"). The Company, a multi-bank
holding company, offers full service community banking through 15 banking
locations, seven in the Kansas City area, three in southeastern Kansas, two in
western Missouri and three in the Omaha, Nebraska area. Team's growth strategy
is focused on a combination of acquisitions, establishing new branches and
internal growth. ComBankshares, a single bank holding company, and its
wholly-owned bank, Community Bank, offers a wide range of financial products and
services through three (3) banking locations located in Chapman (the main bank),
Abilene and Prairie Village, Kansas. CBI is headquartered in Prairie Village,
Kansas.
Pursuant to the Agreement, the Company, through a wholly owned
acquisition subsidiary, acquired the stock of ComBankshares from its
shareholders. The total consideration paid to ComBankshares' shareholders was
$7,200,000 in the form of $2,940,736 cash, assumption of $1,198,569 in debt and
liabilities of ComBankshares and the issuance of 278,245 shares of Company
common stock valued at $3,060,695.
1
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Although the acquisition meets the 10% materiality test for
purposes of Item 2 of this Report, none of the tests in Rule
3-05(b) of Regulation S-X were exceeded, hence no historical
financial statements of the business acquired are included
herein.
(b) None of the tests set forth in Article 11 of Regulation S-X
were exceeded, hence no pro forma financial statement
information is included herein.
(c) Exhibits.
2.1 Acquisition Agreement and Plan of Merger dated October 1,
1999 among Team Financial, Inc., Team Financial
Acquisition Subsidiary, Inc. and ComBankshares, Inc. (to
be filed by amendment).
2
<PAGE> 4
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.
TEAM FINANCIAL, INC.
Date: December 17, 1999 By: /s/ Michael L. Gibson
------------------------------
Michael L. Gibson,
President - Acquisitions and
Chief Financial Officer
3
