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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): April 19, 1996
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CITI-BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-18507 59-2298309
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1211 N. Boulevard West
Leesburg, Florida 34748
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(Addresses, including zip codes, of principal executive offices)
(904) 787-5111
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(Registrant's telephone numbers, including area code)
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ITEM 2. OTHER EVENTS.
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On April 19, 1996, Citi-Bancshares, Inc. ("CBI") consummated the
acquisition (the "Merger") of Citizens First Bancshares, Inc. ("CFB") pursuant
to the terms of that certain Agreement and Plan of Merger (the "Agreement"),
dated as of October 19, 1995. The Boards of Directors of CBI and CFB approved
the Agreement and the transactions contemplated thereby at meetings held on
October 19, 1995.
In accordance with the terms of the Agreement, CBI acquired CFB
pursuant to the Merger of CFB with and into CBI as the surviving entity. Also
as a result of the Merger, each share of the $.10 par value common stock of CFB
("CFB Common Stock") outstanding immediately prior to the effective time of the
Merger (as described in the Agreement, the "Effective Time") was converted into
the right to receive 1.318 shares of the $.01 par value common stock of CBI
("CBI Common Stock") (i.e., 425,000 divided by the number of shares of CFB
Common Stock issued and outstanding at the Effective Time). It is anticipated
that Terry E. Trexler, a former director of CFB, shall be elected to the Board
of Directors of CBI.
The Merger is intended to constitute a tax-free reorganization under
the Internal Revenue Code of 1986, as amended, and to be accounted for as a
pooling of interests.
Consummation of the Merger was subject to various conditions, including
among others: (i) receipt of the approval by the shareholders of CFB of the
Agreement and the Merger as required under Florida law; (ii) receipt of certain
regulatory approvals, including that of the Board of Governors of the Federal
Reserve System; (iii) receipt of an opinion of counsel as to the tax-free nature
of certain aspects of the Merger; (iv) receipt of a satisfactory opinion from
an independent auditor to the effect that the Merger qualifies to be accounted
for as a pooling of interests; and (v) satisfication of certain usual
conditions.
The Agreement and the Merger was submitted for approval of CFB's
shareholders at a special meeting of CFB's shareholders on April 11, 1996.
Approximately 88% and less than one percent of the issued and outstanding
shares of CFB Common Stock entitled to vote at the special meeting voted for
and against the Merger, respectively.
For additional information regarding the Agreement, please refer to the
copy of the Agreement which is included as an Exhibit to CBI's Current Report
on Form 8-K dated November 1, 1995. The foregoing discussion is qualified in
its entirety by reference to such document.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
It is impracticable to file at this time the required
financial statements required by this Item 7(a). Such
financial statements shall be filed as soon as practicable by
amendment to this Form 8-K, but in no event later than 60 days
after the date that this Form 8-K is filed.
(b) Pro Forma Financial Information
It is impracticable to file at this time the required
pro forma financial information required by this Item 7(b).
Such pro forma financial information shall be filed as soon as
practicable by amendment to this Form 8-K, but in no event
later than 60 days after the date that this Form 8-K is filed.
(c) Exhibits
2.1 Agreement and Plan of Merger by and between CBI and
CFB, dated as of October 19, 1995. (Incorporated by reference
to the Registrant's Current Report on Form 8-K dated November
1, 1995)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the reqistrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CITI-BANCSHARES, INC.
(Registrant)
By: /s/ T. Michael Killingsworth
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T. Michael Killingsworth
Senior Vice President, Chief
Financial Officer and Secretary
Date: May 3, 1996
