GREENE COUNTY BANCSHARES INC
8-K, 2000-10-05
STATE COMMERCIAL BANKS
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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): September 20, 2000



                         GREENE COUNTY BANCSHARES, INC.
                         ------------------------------
             (Exact name of Registrant as specified in its charter)


           Tennessee                 0-14289                 62-1222567
           ---------                 -------                 ----------
 (State or Other Jurisdiction      (Commission            (I.R.S. Employer
       of Incorporation)           File Number)          Identification No.)

            100 North Main Street, Greeneville, Tennessee 37743-4992
            --------------------------------------------------------
                    (Address of principal executive offices)


                                 (423) 639-5111
                                 --------------
               Registrant's telephone number, including area code

                                 Not Applicable
                                 --------------
          (Former Name or former address, if changed since last report)

<PAGE>

Item 5.  Other Events.
---------------------

         On September 20, 2000, the Registrant's wholly owned subsidiary, Greene
County  Bank,  a Tennessee  state-chartered  bank (the  "Bank"),  entered into a
Purchase and Assumption  Agreement (the "Agreement") with Wachovia Bank, N.A., a
national banking association  ("Wachovia") for the Bank's assumption of deposits
and  purchase of certain  assets of two branch  offices of  Wachovia  located at
17510 Lee Highway,  Abingdon,  Virginia and 10 Bridge Street, Hot Springs, North
Carolina.

         The Bank  entered into this  transaction  as a means to gain entry into
Virginia  and  North  Carolina  and  permit  the Bank to expand  throughout  the
southwest Virginia and western North Carolina markets. Both regions are adjacent
to the Bank's current market area of east Tennessee, but the Bank may not branch
into Virginia and North Carolina except through such acquisitions.

         Under the terms of the  Agreement,  the Bank will  acquire  the  loans,
fixed assets,  real property  locations,  cash,  safe deposit  arrangements  and
records of each of the two branch offices.  In return,  the Bank will assume the
deposit  liabilities  of the two  branches  and will also pay Wachovia a deposit
premium  equal  to 1% of the  outstanding  deposits  being  acquired,  a  branch
acquisition fee equal to a total of $300,000, a loan purchase price equal to the
net asset value of the loans being acquired, the fixed assets at net book value,
the real property at fair market value and the cash on hand. The  transaction is
expected to close in mid-February 2001.

         The Bank does not plan to raise additional  equity or to incur any debt
in connection with the proposed transaction.

         Also on September 20, 2000,  the Bank entered into a separate  Purchase
and Assumption  Agreement  (the "Second  Agreement")  with Wachovia  pursuant to
which  Wachovia  would assume the deposits  and purchase  certain  assets of the
Bank's existing branch located in Farragut,  Tennessee (the "Farragut  Branch").
The terms of the Second Agreement are intended to be substantially  identical to
that of the  Agreement.  It is a  condition  to the  consummation  of the Second
Agreement that the parties to the Agreement have commenced the  consummation  of
the transactions contemplated by that Agreement.  However, it is not a condition
to the  consummation  of the  Agreement  that the Second  Agreement be similarly
subject to consummation.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
---------------------------------------------------------------------------

   (a)  -         (b)      Not applicable.

         (c)      The following exhibit is filed as part of this report.

                  Exhibit 99.1      Press release dated September 20, 2000


<PAGE>
                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this  report  to be  signed  on behalf by the
undersigned hereunto duly authorized.

                                      GREENE COUNTY BANCSHARES, INC.


Date:   October 5, 2000               By:   /s/ R. Stan Puckett
                                          --------------------
                                          R. Stan Puckett
                                          President, Chief Executive Officer and
                                          Director
                                          (Duly Authorized Representative)


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