UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) April 4, 1994
Union Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Kansas 0-11114 48-0936090
(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
200 Union Center Building
150 North Main
Wichita, Kansas 67202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (316) 261-4700
Not Applicable
(Former name or former address, if changed since last report)
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Union Bancshares, Inc. and Subsidiaries
Item 2. Acquisition or Disposition of Assets
On April 4, 1994, First Community Federal Savings and Loan
Association (First Community) of Winfield, Kansas, was merged into
Union National Bank of Wichita (UNB) in accordance with the merger
agreement between Union Bancshares, Inc. (UBI), UNB and First
Community dated October 13, 1993. Under the merger agreement, each
outstanding share of First Community common stock was converted
into $35.00 in cash. Stock options of First Community were
converted into $35.00 in cash less the strike price of the options.
The total cost of the transaction was $12,646,520. The
purchase price was determined by assessing the worth in dollars of
the ongoing income stream generation from First Community, taking
into consideration market value of assets and liabilities. The
transaction, which will be accounted for as a purchase, was
financed with a $7,000,000 loan from Harris Bank and Trust in
Chicago and the remaining $5,646,520 from internal funds. The
merger passed all regulatory approvals and the approval of First
Community shareholders.
First Community was a savings and loan institution with total
assets as of April 4, 1994 of $148,000,000, and offered full
service banking from three branches. These facilities are located
one each in Winfield, Arkansas City and Derby, Kansas. All three
of these offices were part of the merger and will be ran as
branches of UNB.
Item 7. Financial Statements and Exhibits
It is impracticable to provide the required audited and pro
forma financial statements of First Community at this time. These
financial statements will be filed under Form 8-K as soon as
practical but no later than June 18, 1994.
Exhibits are listed under the Index for Exhibits.
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Union Bancshares, Inc. and Subsidiaries
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Union Bancshares, Inc. has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
UNION BANCSHARES, INC.
/S/ WILLIAM G. WATSON /S/ STEVEN C. WORRELL
By: William G. Watson By: Steven C. Worrell
President & Chief Vice President,
Executive Officer Treasurer & Chief
Financial Officer
(Principal Executive Officer) (Principal Accounting Officer)
April 11, 1994 April 11, 1994
Date Date
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Union Bancshares, Inc. and Subsidiaries
Index to Exhibits
Exhibits
1 Merger Agreement dated April 3, 1994.
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Union Bancshares, Inc. and Subsidiaries
EXHIBIT 1
Merger Agreement
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BANK MERGER AGREEMENT
between
Union National Bank of Wichita
and
First Community Federal Savings and Loan Association
under the charter of
Union National Bank of Wichita
under the title of
Union National Bank of Wichita
April 3, 1994
This Agreement made between Union National Bank of Wichita
(hereinafter referred to as "UNB"), a national banking association
organized under the laws of the United States, being located at
Wichita, County of Sedgwick, in the State of Kansas, with a capital
of $56,183,005, divided into 600,000 shares of common stock, each
of $10.00, surplus of $25,258,005, and undivided profits, including
capital reserves, of $24,925,000, as of closing on April 3, 1994,
and First Community Federal Savings and Loan Association
(hereinafter referred to as "FCF"), a savings and loan association
organized under the laws of the United States, with its principal
office being located at 321 East Tenth, Winfield, County of Cowley,
in the State of Kansas, with a capital of $12,646,520 divided into
1 share of common stock of $12,646,520 par value, surplus of $0,
and undivided profits, including capital reserves of $0, as of
closing on April 3, 1994, each acting pursuant to a resolution of
its Board of Directors, adopted by the vote of a majority of its
directors, pursuant to the authority given by and in accordance
with the provisions of the Act of November 7, 1918, as amended (12
USC 215), witnesseth as follows:
Section 1.
FCF shall be merged into UNB under the charter of the latter.
Section 2.
The name of the receiving association (hereinafter referred to as
the "association") shall be Union National Bank of Wichita.
Section 3.
The business of the association shall be that of a national banking
association. This business shall be conducted by the association
at its main office which shall be located at 150 North Main,
Wichita, Kansas, and at its legally established branches.
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Bank Merger Agreement
UNB/FCF
Page Two
April 3, 1994
Section 4.
The amount of capital stock of the association shall be $6,000,000
divided into 600,000 shares of common stock, each of $10.00 par
value, and at the time the merger shall become effective, the
association shall have a surplus of $25,258,005, and undivided
profits, including capital reserves, of $24,925,000.
Section 5.
All assets as they exist at the effective time of the merger shall
pass to and vest in the association without any conveyance or other
transfer. The association shall be responsible for all of the
liabilities of every kind and description, of each of the merging
entities existing as of the effective time of the merger,
(expressly including liabilities arising from the liquidation
account of FCF). The Board of Directors of each entity at the time
of the merger shall have satisfied themselves, that the statement
of condition of each entity as of date of merger fairly presents
its financial condition and since such dates there has been no
material adverse change in the financial condition or business of
either entity.
Section 6.
FCF shall contribute to the association acceptable assets having a
book value at closing on April 3, 1994, of $147,933,000.
Section 7.
Of the capital stock of the association, the presently outstanding
600,000 shares of common stock each of $10.00 par value, and the
holders of it shall retain their present rights.
Section 8.
The present Board of Directors of UNB shall continue to serve as
the Board of Directors of the association together with any new
members to be added by the shareholders of UNB until the next
annual meeting or as is allowed under the Bylaws and Articles of
Association of the association or until such time as their
successors have been elected and have qualified.
Section 9.
Effective as of the time this merger shall become effective as
specified in the merger approval to be issued by the Comptroller of
the Currency, the articles of association of UNB shall be the
restated articles of association of the resulting bank.
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Bank Merger Agreement
UNB/FCF
Page Three
April 3, 1994
Section 10.
This Agreement may be terminated by the unilateral action of the
Board of Directors of any participant prior to the approval of the
shareholders of the participant or by the mutual consent of the
board of all participants after any shareholder group has taken
affirmative action. Since time is of the essence to this
Agreement, if for any reason the transaction shall not have been
consummated by July 31, 1994, the Agreement shall terminate
automatically as of that date unless extended, in writing, prior to
this date by mutual action of the boards of the participants.
Section 11.
This Agreement shall be ratified and confirmed by the affirmative
vote of Union Bancshares, Inc., as sole shareholder of UNB and by
UNB, as sole shareholder of FCF, at a meeting to be held on the
call of the directors; and the merger shall become effective at the
time specified in a merger approval to be issued by the Comptroller
of the Currency of the United States.
WITNESS, the signatures of the merging entities this 3rd day of
April, 1994, each set by its president and attested to by its
secretary pursuant to a resolution of its Board of Directors,
acting by a majority, and witness the signature of a majority of
each of the Board of Directors:
UNION NATIONAL BANK OF WICHITA
By: /S/ G. ROBERT HARRISON, JR.
G. Robert Harrison, Jr.
Executive Vice President
(SEAL OF BANK)
ATTEST:
By: /S/ STEVEN C. WORRELL
Steven C. Worrell, Secretary
FIRST COMMUNITY FEDERAL SAVINGS
AND LOAN ASSOCIATION
By: /S/ G. ROBERT HARRISON, JR.
G. Robert Harrison, Jr.
Executive Vice President
(SEAL OF COMPANY)
ATTEST:
By: /S/ STEVEN C. WORRELL
Steven C. Worrell, Secretary
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Bank Merger Agreement
UNB/FCF
Page Four
April 3, 1994
STATE OF KANSAS )
) SS:
COUNTY OF SEDGWICK )
On this 3rd day of April, 1994, before me, a notary public for
this state and county, personally came G. Robert Harrison, Jr., as
Executive Vice President, and Steven C. Worrell, as Secretary, of
Union National Bank of Wichita, and each in his capacity
acknowledged this instrument to be the act and deed of the
association and the seal affixed to it to be its seal.
WITNESS my official seal and signature this day and year.
/S/ PATSY E. NELLIS
Patsy E. Nellis
(Seal of Notary) Notary Public, Sedgwick County.
My commission expires 12-21-97
STATE OF KANSAS )
) SS:
COUNTY OF SEDGWICK )
On this 3rd day of April, 1994, before me, a notary public for this
state and county, personally came G. Robert Harrison, Jr, as
Executive Vice President, and Steven C. Worrell, as Secretary, of
First Community Federal Savings and Loan Association, and each in
his capacity acknowledged this instrument to be the act and deed of
the association and the seal affixed to it to be its seal.
WITNESS my official seal and signature this day and year.
/S/ PATSY E. NELLIS
Patsy E. Nellis
(Seal of Notary) Notary Public, Sedgwick County.
My commission expires 12-21-97
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Restated and Amended
ARTICLES OF ASSOCIATION
OF
UNION NATIONAL BANK OF WICHITA
WICHITA, KANSAS
August 16, 1989
For the purposes of organizing an Association to carry on the
business of banking under the laws of the United States, the undersigned
do hereby enter into the following Articles of Association:
ARTICLE ONE
The title of this Association shall be Union National Bank of
Wichita.
ARTICLE TWO
The main office of the Association shall be in Wichita,
Sedgwick County, Kansas. The general business of the Association shall
be conducted at its main office and its branches.
ARTICLE THREE
(a) The Board of Directors of this Association shall consist
of not less than five nor more than twenty-five shareholders, the exact
number to be fixed and determined from time to time by resolution of a
majority of the full Board of Directors or by resolution of the
shareholders at any annual or special meeting thereof. Each director,
during the full term of his or her directorship, shall own, at a
minimum, par value of stock of this Association or a minimum par market
value or equity interest of stock in the bank holding company
controlling this Association as required by the Comptroller of the
Currency or as required by the laws of the United States.
(b) Any vacancy in the Board of Directors may be filled by
action of the Board of Directors provided, however, that a majority of
the full Board of Directors may not increase the number of directors to
a number which: (1) exceeds by more than two the number of directors
last elected by shareholders where the number was 15 or less; and (2)
exceeds by more than four the number of directors last elected by
shareholders where the number was 16 or more, but in no event shall the
number of directors exceed 25.
ARTICLE FOUR
(a) There shall be an annual meeting of the shareholders to
elect directors and transact whatever other business may be brought
before the meeting. It shall be held at the main office or any other
convenient place the Board of Directors may designate, on the day of
each year specified therefore in the bylaws, but if no election is held
on that day, it may be held on any subsequent day according to such
lawful rules as may be prescribed by the Board of Directors.
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Union National Bank of Wichita
Articles of Association
August 16, 1989
Page Two
(b) Nominations for election to the Board of Directors may be
made by the Board of Directors or by any shareholder of any outstanding
class of capital stock of the bank entitled to vote for election of
directors.
ARTICLE FIVE
(a) The authorized amount of capital stock of this
Association shall be: one million (1,000,000) shares of common stock
with a par value of Ten Dollars ($10) each, amounting in the aggregate
to Ten Million Dollars ($10,000,000); provided, however, that said
capital stock and the par value thereof may be increased or decreased
from time to time in accordance with the provisions of the laws of the
United States.
(b) No holder of shares of the capital stock of any class of
the Association shall have any preemptive or preferential right of
subscription to any shares of any class of stock of the Association
issued, whether now or hereafter authorized, or to any obligations
convertible into stock of the Association.
(c) The Association, at any time and from time to time, may
authorize and issue debt obligations, whether or not subordinated,
without the approval of the shareholders.
ARTICLE SIX
The Board of Directors shall appoint one of its members
president of this Association, and one of its members chairperson of the
Board, and an officer who shall keep minutes of the directors' and
shareholders' meetings and be responsible for authenticating the records
of the Association. The Board of Directors shall have the power to
appoint one or more vice presidents and such other officers and
employees as may be required to transact the business of this
Association; to define the duties of the officers and employees of the
Association; to fix the salaries to be paid to the officers and
employees; to dismiss officers and employees; to require bonds from
officers and employees and to fix the penalty thereof; to regulate the
manner in which any increase of the capital of the Association shall be
made; to manage and administer the business and affairs of the
Association; to make all bylaws that it may be lawful for the Board to
make; and generally to perform all acts that are legal for a Board of
Directors to perform.
ARTICLE SEVEN
The Board of Directors shall have the power to change the
location of the main office to any other place within the limits of
Wichita, Kansas, without the approval of the shareholders, but subject
to the approval of the Comptroller of the Currency, and shall have the
power to establish or change the location of any branch or branches of
the Association to any other location, without the approval of the
shareholders, but subject to the approval of the Comptroller of the
Currency.
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Union National Bank of Wichita
Articles of Association
August 16, 1989
Page Three
ARTICLE EIGHT
The corporate existence of this Association shall continue
until terminated according to the laws of the United States.
ARTICLE NINE
The Board of Directors of this Association, or any one or more
shareholders owning, in the aggregate, not less than ten percent of the
stock of this Association, may call a special meeting of shareholders at
any time. Unless otherwise provided by the laws of the United States,
a notice of the time, place, and purpose of every annual and special
meeting of the shareholders shall be given by first-class mail, postage
prepaid, mailed at least 10 days prior to the date of the meeting to
each shareholder of record at his/her address as shown upon the books of
this Association.
ARTICLE TEN
To the fullest extent permissible under the Kansas General
Corporation Code or the indemnification provision of any successor
statute, but subject to 12 CFR 7.5217 as may be amended or substituted,
this Association shall (a) indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or
completed action or suit by or in the right of this Association to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, or employee of this Association or of a subsidiary
of this Association, or is or was serving at the request of this
Association as a director, officer, or employee of another corporation,
partnership, joint venture, trust, or other enterprise, against
expenses, (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or
suit, and (b) indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of this
Association), by reason of the fact that he is or was a director,
officer, or employee of this Association or of a subsidiary of this
Association or is or was serving at the request of this Association as
a director, officer or employee of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with any such
action, suit or proceeding. The foregoing right of indemnification
shall in no way be exclusive of any other rights of indemnification to
which any such person may be entitled under any by-law, agreement, vote
of shareholders or disinterested directors or otherwise, and shall inure
to the benefit of the heirs, executors, and administrators of such a
person. However, no such indemnification shall be available to any
person against expenses, penalties, or other payments incurred in an
administrative proceeding or action instituted by an appropriate bank
regulatory agency which proceeding or action results in a final order
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Union National Bank of Wichita
Articles of Association
August 16, 1989
Page Four
assessing civil money penalties or requiring affirmative action by an
individual or individuals in the form of payments to this Association.
This Association may, but shall not be required to, purchase liability
insurance indemnifying the directors, officers, and employees of this
Association and its subsidiaries.
ARTICLE ELEVEN
These Articles of Association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the
holders of a majority of the stock of this Association, unless the vote
of the holders of a greater amount of stock is required by law, in which
case the vote by the holders of such greater amount will be required.
IN WITNESS WHEREOF, we have hereunto set our hands this 16th
day of August, 1989.
/S/ JACK B. HINKLE /S/ CLARENCE COLEMAN
Jack B. Hinkle Clarence Coleman
/S/ WILLIAM G. WATSON /S/ RICHARD A. CURRY
William G. Watson Richard A. Curry
/S/ SISTER M. SYLVIA EGAN
James N. Dondlinger Sister M. Sylvia Egan
/S/ JOHN A. ELLIOTT
John A. Elliott Robert A. Geist
/S/ ANDREW E. GORE /S/ FRAN D. JABARA
Andrew E. Gore Fran D. Jabara
/S/ RANDOLPH D. LOVE /S/ ROBERT D. LOVE
Randolph D. Love Robert D. Love
/S/ DONALD H. PRATT /S/ THOMAS D. WHITE
Donald H. Pratt Thomas D. White
