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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 report) February 11, 1998
LSB BANCSHARES, INC.
(Exact Name of Registrant as Specified in Its Charter)
North Carolina
(State or Other Jurisdiction of Incorporation)
0-11448 56-1348147
(Commission File Number) (I.R.S. Employer Identification No.)
One LSB Plaza, Lexington, North Carolina 27292
(Address of Principal Executive Offices) (Zip Code)
(910) 248-6500
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
The purpose of this Current Report on Form 8-K is to file the press release
announcing the adoption by the Board of Directors of LSB Bancshares, Inc.
(Nasdaq: LXBK) of a Shareholder Rights Plan.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibits are filed herewith:
Exhibit No. Description of Exhibit
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99.1 Press release of LSB Bancshares, Inc. issued February 11, 1998
announcing adoption of Shareholder Rights Plan by the Board of
Directors of LSB Bancshares, Inc.
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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.
LSB BANCSHARES, INC.
Date: March 5, 1998 By: /s/ Monty J. Oliver
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Monty J. Oliver
Executive Vice President
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
99.1 Press release of LSB Bancshares, Inc. issued February 11, 1998
announcing adoption of Shareholder Rights Plan by the Board of
Directors of LSB Bancshares, Inc.
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EXHIBIT 99.1
LSB BANCSHARES, INC. ADOPTS SHAREHOLDER RIGHTS PLAN
LSB Bancshares, Inc. announced today that its Board of Directors has
adopted a Shareholder Rights Plan.
Robert F. Lowe, Chairman, President and Chief Executive Officer of LSB
Bancshares, Inc., stated: "The Rights Plan is designed to protect shareholders
in the event of an unsolicited attempt to acquire LSB and abusive tactics that
the Board of Directors believes are not in the best interests of LSB's
shareholders. The Board of Directors considers a Rights Plan to be the best
available means of protecting both the right of shareholders to retain their
equity investment in LSB and realize the full value of that investment, while
not precluding an acquisition of LSB that is in the best long-term interests of
LSB's shareholders."
The Rights will be exercisable only if a person or group acquires 20%
or more of LSB's common stock or announces a tender offer the consummation of
which would result in ownership by a person or group of 20% or more of LSB's
common stock, or if the Board of Directors declares a person or group that owns
10% or more of the common stock to be an "Adverse Person." Each Right initially
will entitle shareholders of LSB to buy one one-hundredth of a share of common
stock at an exercise price per share of $100.00.
If LSB is acquired in a merger or other business combination
transaction after a person has acquired 20% or more of LSB's outstanding common
stock, each Right will entitle its holder to purchase, at the Right's
then-current exercise price, a number of the acquiring company's common shares
having a market value of twice such price. In addition, if a person or group
acquires 25% or more of LSB's outstanding common stock or the Board of Directors
declares a 10% or more shareholder to be an Adverse Person, each Right will
entitle its holder (other than such person or members of such group) to
purchase, at the Right's then-current exercise price, a number of LSB's common
shares having a market value of twice such price.
Following the acquisition by a person or group of beneficial ownership
of 25% or more of LSB's common stock, the Board of Directors may exchange each
Right (other than Rights owned by such person or group) for other consideration,
including a number of shares of LSB common stock that have a market value equal
to the exercise price of each Right.
Prior to the acquisition by a person or group of beneficial ownership
of 20% or more of LSB's common stock or the Board's declaration that a 10% or
more shareholder is an Adverse Person, the Rights are redeemable for one cent
per Right, at the option of the Board of Directors.
Mr. Lowe stated: "The Rights are not intended to prevent an unsolicited
attempt to acquire LSB and will not do so. They should, however, deter any
attempt to acquire LSB in a manner or on terms not approved by the Board. The
Rights Plan announced today is designed to prevent another party from using
abusive tactics to deprive LSB's Board and its shareholders of the opportunity
to determine the destiny of LSB."
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The Rights will be issued on March 10, 1998, to shareholders of record
on that date and are not taxable to shareholders upon issuance. The Rights will
expire on December 31, 2007.
As previously announced, on January 13, 1998, the Board of Directors of
LSB declared a five-for-four stock split to be paid in the form of a stock
dividend of one additional share for each four shares currently owned to holders
of LSB's common stock. The stock dividend will be payable on February 16, 1998,
to shareholders of record on February 2, 1998.
LSB Bancshares, Inc. is the Lexington-based holding company of
Lexington State Bank, which operates a full-service commercial bank and trust
business at its central office and 20 branch offices located throughout
Davidson, Forsyth and Stokes Counties, North Carolina. LSB's common stock is
included in the NASDAQ/National Market System under the listing LXBK.
