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: September 28, 1994
Security Capital Bancorp
(Exact name of registrant as specified in its charter)
North Carolina 0-12359 56-1354694
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
507 West Innes Street
Post Office Box 1387
Salisbury, North Carolina 28145-1387
(Address of principal executive offices)
Registrant's telephone number, including area code: (704) 636-3775
N/A
(Former name or former address, if changed since last report)
EXHIBIT INDEX ON PAGE 7
PAGE 1 OF 12
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Item 1. Changes in Control of Registrant
Not Applicable.
Item 2. Acquisition or Disposition of Assets
Not Applicable.
Item 3. Bankruptcy or Receivership
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable.
Item 5. Other Events
Security Capital Bancorp (the "Company") and Fairfield Communities,
Inc. ("FCI") have consummated the Company's acquisition of First Federal
Savings and Loan Association of Charlotte, North Carolina, a wholly-owned
subsidiary of FCI, pursuant to the Stock Purchase Agreement, dated April 5,
1994, between the Company and FCI. Additionally, the Company has announced
a change in accounting methods by certain of its subsidiaries resulting in
certain tax expense payments and recognition of tax expenses for financial
reporting purposes. A copy of the press release of the Company, dated
September 26, 1994, is attached as an Exhibit and incorporated herein by
reference.
Item 6. Resignations of Registrant's Directors
Not Applicable.
Item 7. Financial Statements and Exhibits
(99.1) Press Release of Security Capital Bancorp, distributed
September 26, 1994
Item 8. Change in Fiscal Year
Not Applicable.
<PAGE>
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.
SECURITY CAPITAL BANCORP
Date: September 28, 1994 By:
David B. Jordan, Vice Chairman and
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
99.1 Press Release of -9-
Security Capital Bancorp
Distributed on
September 26, 1994
Security Capital Bancorp
NEWS ANNOUNCEMENT For immediate release
For additional information:
David B. Jordan, Vice-Chairman/CEO
Security Capital Bancorp
(704) 637-6180
September 26, 1994
SECURITY CAPITAL BANCORP ACQUIRES
FIRST FEDERAL OF CHARLOTTE IN $41 MILLION DEAL:
Merger of Charlotte bank with Security Bank and Trust Company will form
Security Capital Bank--a $680 million commercial bank--and boost Security
Capital assets to more than $1.2 billion.
SALISBURY, N.C.--Security Capital Bancorp (NASDAQ/NMS-SCBC), a bank holding
company based in Salisbury, N.C., announced today that it has acquired First
Federal Savings and Loan Association of Charlotte for approximately $41 million
from Fairfield Communities, Inc. (NASDAQ-FFCI). Concurrent with the purchase,
First Federal will be merged into Security Bank and Trust Company, a bank
subsidiary of Security Capital Bancorp, under the new name "Security Capital
Bank." The purchase raises the bank holding company's assets to $1.2 billion,
ranking it 10th among North Carolina bank holding companies. The new
commercial bank subsidiary will control $680 million of those assets.
"The First Federal purchase is significantly expanding our banking presence
in Charlotte," said David B. Jordan, vice chairman and chief executive officer
of Security Capital Bancorp. "We are purchasing seven Charlotte branches. First
Federal's three other branches in Rockingham, Troy and Biscoe are extending our
comprehensive coverage in the south-central Piedmont region of North
Carolina. We believe that the acquisition will expand our market, maintain
the quality of our loan portfolio, increase operating efficiencies and boost
earnings for the shareholders of Security Capital Bancorp."
Security Capital has already won recognition for its banking prowess. In late
1993, FINANCIAL WORLD magazine ranked Security Capital Bancorp as third in
financial strength and efficiency among publicly owned U.S. banks with assets
over $750 million. The acquisition of First Federal will extend the banking
company's geographical franchise to include 46 branch offices serving 30
communities in 13 counties.
Soon, the Salisbury bank holding company will consolidate some of its new
Charlotte branches and, in early 1995, merge its remaining three savings banks
(OMNIBANK, Salisbury; Citizens Savings, Concord; and Home Savings Bank, Kings
Mountain) into Security Capital Bank. Their merger with Security Capital Bank
and conversion to a commercial bank involves a one-time charge of approximately
$5.6 million to record deferred tax liabilities. As a result of this charge,
other expenses associated with the acquisition and restructuring charges,
Security Capital anticipates a net loss for the bank holding company
during the third quarter of 1994.
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507 WEST INNES STREET
POST OFFICE BOX 1387
SALISBURY, NC 28145-1387
TEL: (704) 636-3775
FAX: (704) 637-1427
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Security Capital is purchasing the outstanding stock of First Federal from
Fairfield Communities, Inc. The purchase price of $41 million in cash was for
all authorized and outstanding stock of the Charlotte-based financial
institution. Pursuant to the terms of the purchase agreement, Fairfield
Communities repurchased certain assets from First Federal totaling
approximately $58 million.
"At the end of the day, the remaining assets of First Federal match the
quality of assets Security Capital has always maintained," said Jordan.
"The advantage to our shareholders is that more of our assets are now
employed in commercial banking, which offers a larger and more diverse market
along with better profitability for the bank. When our savings banks are
converted, Security Capital Bank will be a commercial banking institution
with over $1.2 billion in assets."
Security Capital Bancorp was formed in June 1992 by the merger of two
Salisbury institutions, First Security Financial Corporation and Omni
Capital Group, Inc. Omni Capital Group, Inc. was formed in 1988 from the
merger of the Home Federal Savings Bank, Salisbury, and Citizens Savings,
FSB, Concord. Security Bank was originally chartered in 1915 as the Morris
Plan Company.
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