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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 20, 1996
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Community Bankshares, Inc.
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(Exact Name of Registrant as Specified in Charter)
New Hampshire 0-14620 02-0394439
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(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification Number)
43 North Main Street, Concord, New Hampshire 03301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 224-1100
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 20, 1996, Community Interim Trust Company, a wholly owned
subsidiary of Community Bankshares, Inc. (the "Registrant"), was merged (the
"Merger") with and into Centerpoint Bank, a New Hampshire-chartered trust
company ("Centerpoint"), pursuant to an Agreement and Plan of Merger by and
between the Registrant and Centerpoint dated as of August 29, 1995 (the "Merger
Agreement"). As a result of the Merger, Centerpoint became a wholly owned
subsidiary of the Registrant.
Pursuant to the Merger Agreement, upon the effectiveness of the Merger (the
"Effective Time"), each share of the common stock, par value $1.00 per share, of
Centerpoint ("Centerpoint Common Stock") issued and outstanding immediately
prior to the Effective Time was converted into and became exchangeable for 1.073
shares of the common stock, par value $1.00 per share, of Community ("Community
Common Stock"). Immediately prior to the Effective Time, there were 612,849
shares of Centerpoint Common Stock issued and outstanding.
In addition, at the Effective Time, each then outstanding stock option to
purchase Centerpoint Common Stock ("Centerpoint Option") pursuant to the
Centerpoint 1989 Stock Option Plan (the "Centerpoint Stock Option Plan") (with
55,000 options outstanding at the Effective Time) were assumed by the
Registrant. Each Centerpoint Option so assumed is exercisable (when vested) for
that number of whole shares of Community Common Stock equal to the product of
the number of shares of Centerpoint Common Stock covered by the Centerpoint
Option multiplied by 1.073.
The transaction was approved by the Boards of Directors and the
stockholders of the Registrant and Centerpoint and by the Federal Deposit
Insurance Corporation, the Federal Reserve Bank of Boston, the New Hampshire
Board of Trust Company Incorporation and the New Hampshire Bank Commissioner.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
It is impracticable to file the required financial statements for
Centerpoint at this time. The required financial statements will be filed as
soon as practicable, and in any event not later than June 3, 1996, as permitted
by paragraph 4 of Item 7(a).
(b) Pro Forma Financial Information.
It is impracticable to file the required pro forma financial
information at this time. The required pro forma financial information will be
filed as soon as practicable, but in any event not later than June 3, 1996, as
permitted by paragraph 2 of Item 7(b).
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(c) Exhibits.
(2)(i) Agreement and Plan of Merger between Community Bankshares,
Inc. and Centerpoint Bank, dated as of August 29, 1995
(incorporated by reference herein from the Registrant's Form
8-K filed on September 19, 1995).
(2)(ii) Contract for Union by and between Community Interim Trust
Company and Centerpoint Bank, dated as of March 20, 1996
(incorporated by reference herein from Annex B to the
Registrant's Registration Statement on Form S-4, Registration
No. 33-63443).
(28) Press release dated March 21, 1996.
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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 thereunto duly authorized.
COMMUNITY BANKSHARES, INC.
By: /s/ Douglas Crichfield
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Douglas Crichfield
President and Chief Executive
Officer
Date: April 1, 1996
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EXHIBIT INDEX
Exhibit No.
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(2)(i) Agreement and Plan of Merger between Community Bankshares, Inc. and
Centerpoint Bank, dated as of August 29, 1995 (incorporated by
reference herein from the Registrant's Form 8-K filed on September 19,
1995).
(2)(ii) Contract for Union by and between Community Interim Trust Company and
Centerpoint Bank, dated as of March 20, 1996 (incorporated by
reference herein from Annex B to the Registrant's Registration
Statement on Form S-4, Registration No. 33-63443).
(28) Press release dated March 21, 1996
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NEWS RELEASE FOR FURTHER
INFORMATION
FOR IMMEDIATE RICHARD KAMP
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RELEASE (603) 224-1100
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COMMUNITY BANKSHARES, INC. ANNOUNCES
CONSUMMATION OF CENTERPOINT BANK ACQUISITION
Concord, NH -- March 21, 1996 -- Community Bankshares, Inc. (NASDAQ NMS: CBNH)
has completed the acquisition of Centerpoint Bank, a state chartered commercial
bank headquartered in Bedford, New Hampshire, according to the announcement by
Douglas Crichfield, president and chief executive officer. Community Bankshares,
Inc. also owns Concord Savings Bank, headquartered in Concord, New Hampshire.
The acquisition approximately doubles Community's commercial banking component,
and represents for Community its most significant entry into Hillsborough
County, the largest banking market in New Hampshire.
Centerpoint Bank has approximately $87,000,000 in assets, and operates banking
offices in Bedford, Manchester and Nashua. With the addition of Centerpoint,
Community's two banking subsidiaries will operate a total of nine banking
offices and 20 remote service units. On a consolidated basis, Community has
total assets of approximately $493,000,000, total deposits of approximately
$382,000,000, total loans of approximately $338,000,000 and total stockholders'
equity of approximately $37,000,000.
In making today's announcement, Douglas Crichfield stated "We are very pleased
to bring Centerpoint into the Community Bankshares family. They are a well run
profitable bank with a proven record of delivering high quality commercial
banking services to small businesses and professionals in Hillsborough County.
As such, they bring a great deal of market and product synergy to us, and
complement our dominant position in Merrimack County. Our strong consumer,
mortgage and municipal businesses are a nice fit with their commercial banking
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expertise. We are excited about working together to serve the individuals,
businesses and municipalities of central and southern New Hampshire."
The agreement to acquire Centerpoint Bank was announced on August 29, 1995, and
was approved by shareholders of both companies in January of 1996. The
transaction was completed as a tax-free exchange of stock under which each share
of Centerpoint Bank common stock outstanding is to be exchanged for 1.073 shares
of Community Bankshares, Inc. common stock. Transmittal letters and instructions
to complete the stock exchange will be mailed to Centerpoint Bank shareholders
prior to the end of March 1996.
Community Bankshares, Inc. is traded on the NASDAQ National Market System under
the symbol "CBNH". Deposits in the company's banking subsidiaries, Concord
Savings Bank and Centerpoint Bank are insured up to the applicable limits by the
Federal Deposit Insurance Corporation. The company offers a wide range of
financial services to businesses, consumers and municipalities throughout New
Hampshire with nine offices in central and southern New Hampshire. The company
also originates residential mortgage loans in Vermont through its CB Mortgage
Corp. subsidiary. Detailed financial information on the company can be viewed on
the Internet at www.cbnh.nh.com. The company can be reached via e-mail at
[email protected].
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