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) December
3, 1996
United Oklahoma Bankshares, Inc.
(Exact name of registrant as specified in its charter)
Oklahoma 0-12047 73-0969432
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
4600 S.E. 29th Street, Del City, Oklahoma
73115
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code
(405) 677-8711
(Former name or former address, if changed since last
report.)
Item 5. OTHER EVENTS
Based upon the recommendation of the Special
Committee of the Board of Directors of United
Oklahoma Bankshares,
Inc. ("United"), the Board of Directors of United
approved the execution by the Company of a
definitive agreement,
dated December 3, 1996, for the merger of United
into Ameribank Corporation ("Ameribank"). The merger is
subject to the approval of the common and preferred
stockholders of
United, each voting as a class, and, if required,
the preparation of all necessary filings and approvals
with state and federal regulatory authorities. The
obligations of United and Ameribank to consummate the
Merger are subject to compliance with other customary
covenants and conditions. The obligation of Ameribank
to proceed with the Merger is
also specifically subject to the condition that holders
of not more than 12% of the outstanding shares of
Common Stock
shall have exercised their appraisal rights in the Merger
in accordance with the provision of the Oklahoma
General Corporation Act.
Upon consummation of the merger, United will be
merged into Ameribank, with Ameribank being
the surviving
corporation. The Merger Agreement provides that
Ameribank will pay to stockholders of United (other than
Ameribank) the aggregate sum of $1,700,000 as
consideration for the
merger. Preferred stockholders (other than Ameribank)
will receive $58.35 per share for each share of 9%
Cumulative NonVoting Preferred Stock, par value $30.00 per
share, held by them. Common stockholders will receive
$0.776901 per share (rounded to the nearest $0.01) for
each share of common stock, par value $1.00 per share,
held by them. Ameribank will not receive any of the
merger consideration.
The Special Committee is comprised of two members
of the Board of Directors of United who do
not have any
financial or personal interest in Ameribank and who are
not officers, directors, employees or stockholders of
Ameribank.
The Special Committee's financial advisor has advised
the Special Committee that it believes the
consideration in these amounts to be received by
the non-Ameribank stockholders is fair from a financial
point of view.
United will, as a result of the Merger, become
a
privately held company and the registration of its
Common Stock under the Exchange Act of 1934, as
amended will terminate.
The merger is expected to close during the
first quarter of 1997.
As of the date of this report, Ameribank
owns approximately 61.58% and 88.85% of the outstanding
Common and Preferred Stock of United, respectively.
Ameribank is a privately held bank holding company
registered under the Bank Holding Company Act and
primarily engaged, through its banking subsidiary,
American National Bank and Trust Company of
Shawnee, Oklahoma, in providing a full range of
traditional banking and related financial services to
the commercial, consumer, energy, real estate,
agriculture and financial sectors, principally in the
State of Oklahoma.
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.
United Oklahoma
Bankshares, Inc.
Registrant
Date December 12, 1996 /s/ George N. Cook,
Jr.
Chairman of the Board
JDK/clp/3876-11/186172
