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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): JANUARY 19, 1998
CB&T, INC.
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(Exact name of registrant as specified in its charter)
TENNESSEE 0-10669 62-1121054
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
101 E. MAIN STREET, MCMINNVILLE, TENNESSEE 37110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 473-4279
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ITEM 5. OTHER EVENTS.
On January 8, 1998, CB&T, Inc., a corporation organized and existing under
the laws of the State of Tennessee and a registered bank holding company under
the Bank Holding Company Act of 1956, as amended, and Union Planters
Corporation, a corporation organized and existing under the laws of the State of
Tennessee and a bank holding company under the Bank Holding Company Act of 1956,
as amended ("CB&T"), and registered savings and loan holding company under the
Home Owners' Loan Act, as amended ("UPC") entered into an Agreement and Plan of
Reorganization (the "Merger Agreement"), pursuant to which UPC Merger
Subsidiary, Inc., a corporation organized and existing under the laws of the
State of Delaware and a wholly owned subsidiary of UPC, will be merged with and
into CB&T. CB&T will survive the merger as a wholly owned subsidiary of UPC.
In accordance with the terms of the Merger Agreement, each share of CB&T
common stock, par value $2.50 per share ("CB&T Common Stock"), outstanding
immediately prior to the effective time of the Merger will be converted into the
right to receive 5.488 shares of common stock, par value $5.00 per share, of UPC
("UPC Common Stock").
The Merger is intended to constitute a tax-free reorganization under
Section 368(a) of the Internal Revenue Code of 1986, as amended, and to be
accounted for as a pooling-of-interests.
Consummation of the Merger is subject to various conditions, including
receipt of approval by the shareholders of CB&T of the Merger Agreement and the
Merger and receipt of requisite regulatory approvals from the Board of
Governors of the Federal Reserve System and other federal and state regulatory
authorities as necessary.
The Merger Agreement and the transactions contemplated thereby will be
submitted for approval at a meeting of the shareholders of CB&T. Prior to such
meeting, UPC will file a registration statement with the Securities and Exchange
Commission registering under the Securities Act of 1933, as amended, the UPC
Common Stock to be issued in the Merger. Such shares of UPC Common Stock will
be offered to CB&T shareholders pursuant to a prospectus that will also serve as
a proxy statement for the shareholders' meeting.
The preceding description of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement entered into on January 6, 1998 by
and between CB&T and UPC.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Description
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99 Text of press release by City Bank and Trust, dated January 6, 1998;
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CB&T, Inc.
By: /s/ Jeffrey A. Golden
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President
Dated: January 20, 1998
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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99 Text of press release by City Bank and Trust, dated January 6,
1998
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EXHIBIT 99
FOR IMMEDIATE RELEASE
CITY BANK & TRUST TO AFFILIATE WITH UNION PLANTERS
McMinnville, Tennessee--January 8,1998--Jeffrey A. Golden, Chairman President
and Chief Executive Officer of City Bank & Trust Company, announced today that
C B & T, Inc., the parent company of City Bank & Trust Company, is planning to
merge with Memphis, Tennessee-based Union Planters Corporation. According to
Golden, the results will be a bigger, better bank for the citizens of Warren and
DeKalb Counties.
"Union Planters is a very community-oriented company, which is why we believe
they are a great match for us," Golden said. "Union Planters places the same
emphasis on quality service as we do. Our customers will continue to see the
same friendly customer contact faces and senior management team they're
accustomed to seeing."
"All of Union Planters' affiliate banks operate independently within the unique
communities they serve," Golden added. "Decisions at our bank will continue to
be made by people you know and enjoy doing business with."
Merging with Union Planters will give City Bank & Trust even more strength and
resources to better serve our communities. "We will be a hometown bank with the
type of products and services that can only be offered by multi-billion dollar
financial solution providers," Golden said. "We look forward to continued
growth as a partner of Union Planters."
The affiliation is expected to be completed by the end of the second quarter of
1998 and is subject to shareholder and regulatory approval and the satisfaction
of normal contractual closing conditions.
Union Planters Corporation, which was founded in 1869, has $18.5 billion in
assets and serves the financial needs of over 1.5 million families in eight
states, including Missouri, Tennessee, Mississippi, Florida, Louisiana,
Arkansas, Alabama and Kentucky.
For More Information:
At City Bank & Trust:
Jeffrey A. Golden
Chairman, President and Chief Executive Officer
931-473-2147
