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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): July 31, 1996
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ABC Bancorp
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(Exact name of registrant as specified in its charter)
Georgia 58-1456434
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
310 First Street, S.E., Moultrie, Georgia 31768
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (912) 890-1111
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Item 2. Acquisition or Disposition of Assets
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ABC Bancorp, a Georgia corporation ("ABC"), and Central Bankshares, Inc., a
Georgia corporation ("Central"), entered into an Agreement and Plan of Merger
dated as of December 29, 1995, as amended by Amendment No. 1 to Agreement and
Plan of Merger dated as of April 26, 1996 (collectively, the "Merger
Agreement"), pursuant to which Central was merged with and into ABC (the
"Merger"). The Merger was consummated and became effective as of July 31, 1996
(the "Closing").
Pursuant to the Merger Agreement, the issued and outstanding shares of
Central immediately prior to the Merger (the "Central Shares") were converted
into the right to receive consideration of approximately $8.8 million paid to
holders of the Central Shares as of Closing in the form of Common Stock, par
value $1.00, of ABC.
At the Closing, Robert L. Evans, and Roxie W. Bagwell, President and
Secretary, respectively, of Central and of its wholly-owned bank subsidiary,
Central Bank and Trust, entered into Employment Agreements with Central Bank and
Trust, copies of which are attached to the Merger Agreement as Exhibits 4 and 5,
respectively.
The consideration for the Merger was determined as a result of negotiations
between ABC and Central and was approved by the boards of directors of ABC and
Central and by the shareholders of Central. Prior to the Merger, neither ABC
nor any of its affiliates, directors or officers, nor any associate of any such
director or officer had any relationship with Central.
The Merger is the second of three mergers that ABC intends to consummate in
1996.
ABC has previously announced the consummation, on June 21, 1996, of its
merger transaction with Southland Bancorporation ("Southland"), an Alabama
corporation and the sole shareholder of Southland Bank, an Alabama chartered
state bank located in Dothan, Alabama. Pursuant to the Agreement and Plan of
Merger by and between ABC and Southland dated as of December 18, 1995, as
amended (the "Southland Merger Agreement"), Southland was merged with and into
ABC (the "Southland Merger"), with Southland Bank thereupon becoming a wholly-
owned subsidiary of ABC. The description of the Southland Merger Agreement is
qualified in its entirety by reference to a copy thereof which has been
previously filed and is incorporated herein by reference.
ABC also has announced a proposed merger transaction with First National
Financial Corporation ("First National"), a Georgia corporation and the sole
shareholder of First National Bank of South Georgia, a national banking
association located in Albany, Georgia ("First National Bank"). Pursuant to the
Agreement and the Plan of Merger by and between ABC and First National dated as
of April 15, 1996, as amended (the "First National Merger Agreement"), First
National will be merged with and into ABC (the "First National Merger"), with
First National Bank thereupon becoming a wholly-owned subsidiary of ABC. The
description of the First National Merger Agreement is qualified in its entirety
by reference to a copy thereof which has been previously filed and is
incorporated herein by reference.
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The consummation of the First National Merger is subject to the
satisfaction of a number of conditions, including the requisite shareholder
approval by the First National shareholders. The First National Merger is
scheduled to close on August 30, 1996. However, the actual timing of the
consummation of the First National Merger is dependent on a number of factors,
including the requisite shareholder approval. There can be no assurance as to
whether or when the First National Merger will be consummated.
The description contained herein of the Merger Agreement is qualified in
its entirety by reference to the Merger Agreement, incorporated herein by
reference, and the Press Release dated July 31, 1996 which is attached hereto as
Exhibit 99.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Business Acquired. Incorporated in this Report
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by reference are unaudited consolidated financial statements of ABC as of March
31, 1996, together with the notes thereto, as well as the audited financial
statements of ABC as of December 31, 1995 and the year then ended which have
been audited by the independent accounting firm of Mauldin & Jenkins.
Incorporated in this Report by reference are unaudited consolidated
financial statements of Central as of March 31, 1996, together with the notes
thereto, as well as the audited financial statements of Central as of December
31, 1995 and the year then ended which have been audited by the independent
accounting firm of Mauldin & Jenkins.
Incorporated in this Report by reference are unaudited consolidated
financial statements of Southland as of March 31, 1996, together with the notes
thereto, as well as the audited financial statements of Southland as of December
31, 1995 and the year then ended which have been audited by the independent
accounting firm of KPMG Peat Marwick LLP.
Incorporated in this Report by reference are unaudited consolidated
financial statements of First National as of March 31, 1996, together with the
notes thereto, as well as the audited financial statements of First National as
of December 31, 1995 and the year then ended which have been audited by the
independent accounting firm of Francis & Co., CPA's.
(b) Pro Forma Financial Information. The Unaudited Pro Forma Condensed
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Consolidated Financial Data incorporated in this Report by reference give effect
to the merger transactions described herein. Southland's information is
combined with ABC using the purchase accounting method. Central's information
is combined with ABC using the pooling of interests method of accounting. First
National's information is combined with ABC using the pooling of interests
method of accounting.
The ABC historical amounts were derived from consolidated financial
statements of ABC incorporated herein by reference. The historical amounts of
Southland were derived from the consolidated financial statements of Southland
incorporated herein by reference. The historical amounts of Central were
derived from the consolidated financial statements of Central incorporated
herein by reference. The historical amounts of First National were derived from
the consolidated financial statements of First National incorporated herein by
reference.
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The Unaudited Pro Forma Condensed Consolidated Financial Data do not
purport to present the financial position of ABC had the various transactions
indicated above actually been consummated on the dates indicated. In addition,
the Unaudited Pro Forma Condensed Consolidated Financial Data are not
necessarily indicative of the future results of operations of ABC and should be
read in conjunction with the historical financial statements of ABC, Southland,
Central and First National, including the notes thereto, incorporated herein by
reference.
(c) Exhibits. The following is a list of the Exhibits attached hereto or
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incorporated herein by reference.
Exhibit 2.1 Merger Agreement (incorporated by reference to Exhibit 10.11 to
ABC's Annual Report on Form 10-K (File No. 0-16181), filed with
the Commission on March 28, 1996).
Exhibit 2.2 Amendment No. 1 to Merger Agreement (incorporated by reference to
Appendix A to ABC's Registration on Form S-4 (Registration No.
333-05861), filed with the Commission on June 12, 1996).
Exhibit 10.1 Employment Agreement, Robert L. Evans*
Exhibit 10.2 Employment Agreement, Roxie W. Bagwell*
Exhibit 99 Press Release
* Contained as an exhibit to the Merger Agreement
DOCUMENTS INCORPORATED BY REFERENCE
The following documents of ABC (Commission File No 0-16181) are hereby
incorporated by reference:
1. Agreement and Plan of Merger by and between ABC and Southland
Bancorporation dated as of December 18, 1995 (filed as Exhibit 10.10
to ABC's Annual Report on Form 10-K filed with the Commission on March
28, 1996), and Amendment No. 1 thereto dated as of April 16, 1996
(filed as part of Appendix A to Amendment No. 1 to ABC's Registration
on Form S-4 (Registration No. 333-2387), filed with the Commission on
May 21, 1996).
2. Agreement and Plan of Merger by and between ABC and Central
Bankshares, Inc., dated as of December 29, 1995 (filed as Exhibit
10.11 to ABC's Annual Report on Form 10-K filed with the Commission on
March 28, 1996), and Amendment No. 1 thereto dated as of April 26,
1996 (filed as part of Appendix A to ABC's Registration on Form S-4
(Registration No. 333-05861), filed with the Commission on June 12,
1996).
3. Agreement and Plan of Merger by and between ABC and First National
Financial Corporation dated as of April 15, 1996 (filed as Exhibit
10.12 to Amendment No.
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1 to ABC's Registration on Form S-4 (Registration No. 333-2387), filed
with the Commission on May 21, 1996).
4. Financial Information, including Unaudited Pro Forma Condensed
Consolidated Financial Data (pages PF-i through PF-28) and Historical
Financial Data of each of ABC Bancorp, First National Financial
Corporation, Central Bankshares, Inc., and Southland Bancorporation
(pages F-1 through F-129), filed as part of ABC's Registration on Form
S-4 (Registration No. 333-08301), filed with the Commission on July
17, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ABC BANCORP
By:/s/ W. Edwin Lane, Jr.
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Name: W. Edwin Lane, Jr.
Title: Vice President and CFO
Dated: August 13, 1996
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EXHIBIT INDEX
Exhibit No. Exhibit Description
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Exhibit 2.1 Merger Agreement (incorporated by reference to Exhibit 10.11 to
ABC's Annual Report on Form 10-K (File No. 0-16181), filed with the
Commission on March 28, 1996).
Exhibit 2.2 Amendment No. 1 to Merger Agreement (incorporated by reference to
Appendix A to ABC's Registration on Form S-4 (Registration No.
333-05861), filed with the Commission on June 12, 1996).
Exhibit 10.1 Employment Agreement, Robert L. Evans*
Exhibit 10.2 Employment Agreement, Roxie W. Bagwell*
Exhibit 99 Press Release
* Contained as an exhibit to the Merger Agreement
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NEWS RELEASE
For more information contact:
W. Edwin Lane, Jr., CPA
Chief Financial Officer
ABC BANCORP COMPLETES
MERGER WITH CENTRAL BANKSHARES, INC.
July 31, 1996
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ABC BANCORP (NASDAQ:ABCB), MOULTRIE, GEORGIA, completed its merger with
Central Bankshares, Inc., Cordele, Georgia on July 31, 1996. The total merger
consideration in connection with the acquisition amounted to approximately $8.8
million or 1.93 times the book value of Central Bankshares, Inc. The merger
consideration will be paid with approximately 524,000 shares of ABC Bancorp
Common Stock.
As a result of the acquisition, Central Bank & Trust, a subsidiary of
Central Bankshares, Inc. now becomes a wholly-owned subsidiary of ABC Bancorp.
Central Bank & Trust is headquartered in Cordele, and has two locations in
Cordele.
With the Central merger, ABC Bancorp's assets total approximately $505
million.
Central Bank & Trust's name will remain the same following the merger. No
staffing changes are anticipated as a result of the merger. Robert L. Evans
will continue as president and chief executive officer of Central Bank.
ABC Bancorp's President and Chief Executive Officer, Jack Hunnicutt, said,
"We're delighted to join the fine staff at Central Bank & Trust. They have
served the Cordele/Crisp County market area well in the past by offering
personalized banking products and services. ABC Bancorp will extend
technological, capital, and other support to Central Bank & Trust that will
enable them to expand the scope of products and services that they offer. We
envision expanded growth and profitablity for the bank in its market area."
ABC Bancorp has entered into a definitive merger agreement to acquire First
National Financial Corporation, which is located in Albany, Georgia. This
pending acquisition is expected to be consummated during the later part of the
third quarter of 1996. Assuming completion of the First National Financial
Corporation merger, ABC Bancorp projects total assets in excess of $600 million
by the end of 1996.
ABC Bancorp is headquartered in Moultrie, Georgia, and including Central
Bank & Trust, has a total of seven banking subsidiaries with 19 branches located
in and around the southern Georgia cities of Cairo, Cordele, Moultrie, Quitman,
Thomasville and Tifton, and the southern Alabama cities of Abbeville, Clayton,
Dothan, Eufaula and Headland. ABC Bancorp Common Stock is quoted on the Nasdaq
National Market under the symbol "ABCB".
