<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE COMMISSION
Date of Report (Date of earliest event reported)
October 10, 1997
CENTURY BANCSHARES, INC
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 0-16234 52-1489098
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1275 Pennsylvania Avenue, N. W., Washington, D. C. 20004
(Address of principal office) (Zip Code)
</TABLE>
Registrant's telephone number, including area code
(202) 496-4000
<PAGE> 2
Item 5. Other Events.
On October 10, 1997 Century Bancshares, Inc. (the "Company") completed
the previously announced purchase and assumption of the deposits and certain
other liabilities of the branch of Eastern American Bank, FSB ("Eastern
American") located at 6832 Old Dominion Drive, McLean, Virginia (the "McLean
Branch"). As part of the transaction, the Company's wholly-owned subsidiary,
Century National Bank (the "Bank") assumed approximately $28.0 million in
deposits at the McLean Branch, and also assumed the obligations under the
related lease and acquired approximately $9.0 million in mortgage loans from
Eastern American's portfolio.
The assumption of the deposits and other liabilities by the Bank was
made pursuant to a Purchase and Assumption Agreement between the Bank and
Eastern American dated July 24, 1997, as amended August 15, 1997 and October
10, 1997 (the "EAB Agreement"). In consideration of the assumption of the
deposits and other liabilities, Eastern American made a cash transfer to the
Bank on the Closing Date of $17,282,863, representing the total amount of the
liabilities assumed, less the sum on the closing date of (i) the value of vault
cash at the McLean Branch, (ii) the net book value of the leasehold
improvements and the personal property located at the McLean Branch, (iii) the
amount of the security deposit related to the lease of the McLean Branch, (iv)
the unpaid balance of the designated mortgage loans and certain overdraft
protection loans, (v) certain proration items, and (v) a deposit premium of
$1,525,783, equal to 5.6% of the balance of the deposits assumed as of the
closing date, excluding deposits of affiliates of Eastern American and certain
other types of deposits.
In connection with the transaction, Eastern American has agreed, for a
period of two years after the closing, that neither Eastern American nor any of
its subsidiaries, affiliates, successors or assigns will enter into any
agreement to acquire, lease, purchase, own, operate or use any building or
other facility within a two and one-half mile radius of the branch location for
the purpose of accepting deposits or cashing checks. In addition, Eastern
American has agreed that neither it nor its subsidiaries or affiliates
(including the directors, officers, employees or principal shareholders),
successors or assigns will, for a period of two years after closing, solicit
deposits, loans or other business from customers whose deposits are assumed, or
whose loans are acquired, pursuant to the EAB Agreement.
In connection with the transaction, the Bank assumed Eastern
American's lease for the branch location at 6832 Old Dominion Drive, McLean,
Virginia. The McLean Branch is located in Fairfax County, Virginia, in what is
referred to locally as "Old McLean." The branch premises consist of 2,077
square feet which are under lease through September 30, 2003, with one
additional five-year renewal option.
-2-
<PAGE> 3
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Purchase and Assumption Agreement dated July 24, 1997
by and between Century Bancshares, Inc. and Eastern
American Bank, FSB (incorporated by reference to
Exhibit No. 10.12 filed as part of the Registration
Statement on Form S-1 (Registration No. 333-34057) of
Century Bancshares, Inc.
2.2 Amendment No. 1 dated August 14, 1997 to Purchase and
Assumption Agreement dated July 24, 1997 between
Century Bancshares, Inc. and Eastern American Bank,
FSB (incorporated by reference to Exhibit No. 10.13
filed as part of the Registration Statement on Form
S-1 (Registration No. 333-34057) of Century
Bancshares, Inc.
2.3 Amendment No. 2 dated October 10, 1997 to Purchase
and Assumption Agreement dated July 24, 1997 between
Century Bancshares, Inc. and Eastern American Bank,
FSB (filed herewith)
-3-
<PAGE> 4
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.
Date: October 29, 1997
CENTURY BANCSHARES, INC.
By: /s/ JOSEPH S. BRACEWELL
-----------------------------------
Joseph S. Bracewell
President
-4-
<PAGE> 5
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
2.1 Purchase and Assumption Agreement dated July 24, 1997 by and between
Century Bancshares, Inc. and Eastern American Bank, FSB
(incorporated by reference to Exhibit No. 10.12 filed as part of the
Registration Statement on Form S-1 (Registration No. 333-34057) of
Century Bancshares, Inc.
2.2 Amendment No. 1 dated August 14, 1997 to Purchase and
Assumption Agreement dated July 24, 1997 between Century Bancshares,
Inc. and Eastern American Bank, FSB (incorporated by reference to
Exhibit No. 10.13 filed as part of the Registration Statement on Form
S-1 (Registration No. 333-34057) of Century Bancshares, Inc.
2.3 Amendment No. 2 dated October 10, 1997 to Purchase and Assumption
Agreement dated July 24, 1997 between Century Bancshares, Inc. and
Eastern American Bank, FSB (filed herewith)
<PAGE> 1
EXHIBIT 2.3
AMENDMENT NO. 2 TO PURCHASE AND ASSUMPTION AGREEMENT
BY AND BETWEEN
EASTERN AMERICAN BANK, FSB AND CENTURY NATIONAL BANK
This AMENDMENT NO. 2 (the "Amendment") to the Purchase and Assumption
Agreement dated as of July 24, 1997, as amended by Amendment No. 1 dated August
15, 1997 (the "Agreement"), by and between EASTERN AMERICAN BANK, FSB
("Seller") and CENTURY NATIONAL BANK ("Purchaser) is dated as of October 10,
1997.
The Agreement provides for the acquisition of certain assets and
assumption of certain liabilities of the Seller by the Purchaser. Section 9.01
of the Agreement provides that the Agreement may be amended by the parties
thereto by a written instrument signed by Purchaser and Seller. The parties
wish to amend the Agreement to revise certain terms set forth in the Agreement.
All capitalized terms used in this Amendment without definition are used as
defined in the Agreement. Accordingly, in consideration of the premises and
the mutual covenants and agreements herein contained, the parties hereto agree
as follows:
1. As the notice period ("notice period") for a change in
custodian required to be given to IRA account holders pursuant to Seller's
Individual Retirement Custodial Account agreement will not expire until after
the planned October 10, 1997 Closing under the Agreement, the parties agree
that, notwithstanding anything to the contrary in the Agreement:
(a) the Deposits relating to the IRAs at the Branch will
be transferred to and assumed by Purchaser at Closing in accordance with the
terms of the Agreement;
(b) the full amount of the Premium in respect of the
Deposits relating to such IRAs shall be paid by Purchaser on the Closing Date
in accordance with the provisions of the Agreement, subject to adjustment in
accordance with the provisions of Section 1.06(b);
(c) except to the extent that any IRA account holder
agrees in writing to the earlier appointment of Purchaser as successor
custodian for such account holder's IRA, Seller shall remain custodian of the
IRAs at the Branch until the expiration of the notice period, at which time
Purchaser shall become the successor custodian for such IRAs in accordance with
the Agreement and the terms of the Individual Retirement Custodial Account
agreement and Seller's tax reporting obligations pursuant to the Agreement
shall continue until transfer of the custodianship is effective;
(d) in the event that any IRA account holder appoints a
successor custodian for such account holder's account other than Purchaser,
Purchaser shall, not later than the next business day following notice by
Seller to Purchaser, transfer the full amount of the deposit balance in such
account (including all interest or other income earned on account funds between
the Closing Date and date of retransfer, and subject to adjustment for any
permitted increases or reductions in the
<PAGE> 2
account balance) to Seller, or to the extent agreed upon by Seller and
Purchaser, to the successor custodian appointed by the account holder, and
Seller shall pay to Purchaser the amount of Premium paid by Purchaser as of the
Closing Date for the Deposits relating to such account (as such Premium may
have been adjusted in accordance with Section 1.06(b)), together with interest
on such amount from the Closing Date to the date of payment, computed in
accordance with Section 1.06(b). Seller shall pay such amounts relating to all
such accounts to Purchaser in a single payment, delivered not later than five
(5) days following the expiration of the notice period.
2. Seller agrees to and does hereby indemnify, defend and hold
Purchaser harmless from any loss, demand, obligation, cost, expense or
liability (including reasonable attorney's fees and expenses) arising out of
any actions, suits or other proceedings involving the transfer of the IRAs,
custodianship arrangements or related deposit accounts in accordance with the
terms of this Amendment. The obligations of Seller pursuant hereto shall
survive the Closing.
3. The phrase "and, to the extent applicable, federal law" shall
be added at the end of Section 9.06 of the Agreement.
4. As amended hereby, the Agreement is in all respects ratified,
confirmed and approved and shall remain in full force and effect.
5. This Amendment may be executed in multiple counterparts, each
of which shall be deemed an original and all of which shall be deemed to
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
EASTERN AMERICAN BANK, FSB
By: /s/ JAMES M. MILLER
----------------------------------------
James M. Miller, President and CEO
CENTURY NATIONAL BANK
By: /s/ JOSEPH S. BRACEWELL
----------------------------------------
Joseph S. Bracewell, President
-2-
