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) June 27, 1996
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FINANCIAL BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
Missouri 33-33940 43-1251071
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
3805 South Broadway, St. Louis, Missouri 63118-4607
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 314-664-6250
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Item 5. Other Events.
On June 27, 1996, Registrant entered into a definitive agreement pursuant
to which Registrant would be acquired by Union Planters Corporation, based in
Memphis, Tennessee. The text of the press release issued by Registrant is as
follows:
UNION PLANTERS SIGNS DEFINITIVE AGREEMENT TO ACQUIRE FINANCIAL BANCSHARES,
INC.
MEMPHIS, TENNESSEE; June 27, 1996 (NYSE-UPC) - Benjamin W. Rawlins, Jr.,
Chairman and Chief Executive Officer of Union Planters Corporation, and Arthur
E. S. Schmid, Chairman of Financial Bancshares, Inc., jointly announced today
that the two companies have entered into a definitive agreement pursuant to
which Union Planters would acquire Financial Bancshares, Inc. in a tax-free
exchange of stock.
Under the terms of the agreement, UPC would exchange 1.744 shares of UPC
common stock for each common share of Financial Bancshares, Inc. Union
Planters plans to purchase, in the open market, approximately 1,220,000 UPC
common shares to be issued in the transaction. The acquisition is expected to
be completed during the fourth quarter of 1996 and is subject to due diligence
review, shareholder and regulatory approval and the satisfaction of normal
contractual closing conditions.
Financial Bancshares, Inc. operates five banks with 16 banking facilities
in Missouri under the names of First Financial Bank of St. Louis, St. Louis,
Mo., Citizens First Financial Bank, Dexter, Mo., First Financial Bank of
Southeast Missouri, Sikeston, Mo., First Financial Bank of Mississippi County,
East Prairie, Mo. and First Financial Bank of Ste. Genevieve County, Ste.
Genevieve, Mo. As of March 31, 1996 Financial Bancshares, Inc. reported $326
million in total assets and approximately $24 million in shareholder's equity.
Financial Bancshares, Inc. has four locations in the St. Louis market which
will become affiliated with Union Planters Bank of St. Louis. This combination
will give Union Planters approximately $225 million in total assets and six
locations in the St. louis metro area. The remaining twelve locations of
Financial Bancshares, Inc. are in southeastern Missouri and will become part of
Union Planters Bank headquartered in Cape Girardeau, Mo. This projected $750
million separately chartered bank will become one of the largest financial
institutions chartered in southeast Missouri.
"We look forward to our affiliation with Union Planters and the subsequent
enhanced product line and customer conveniences," Schmid said. "Their
community-oriented management structure was a main attraction to us and we look
forward to great opportunities for our customers, employees and shareholders."
Rawlins said, "Our philosophy has been to affiliate with well-run,
community focused institutions. The addition of Financial Bancshares, Inc. to
the Union Planters family of banks is in line with this philosophy and greatly
strengthens our position in Southeast Missouri."
Union Planters Corporation headquartered in Memphis, TN is a $11.4 billion
multi-bank holding company with over 400 offices in Missouri, Tennessee,
Mississippi, Arkansas, Louisiana, Alabama and Kentucky.
For more information contact:
At Financial Bancshares, Inc. At Union Planters:
Arthur E. S. Schmid Bill Andrews (media)
Chairman Senior Vice-President
(p) 314-664-6250 (p) 901-383-6781
Jack Moore (investor relations)
President and COO
(p) 901-383-6095
SIGNATURES
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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.
FINANCIAL BANCSHARES, INC.
Date July 11, 1996
----------------- /s/EDWARD J. VEGA
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Edward J. Vega
Senior Vice President and
Chief Financial Officer
