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: October 20, 1997
(Date of earliest event reported)
MNB BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-20878 48-1120026
(Commission File Number) (IRS Employer Identification Number)
800 Poyntz Avenue, Manhattan, Kansas 66502
(Address of principal executive offices) (Zip Code)
(785) 565-2000
(Registrant's telephone number, including area code)
Item 5. Other Events
As previously reported on a Form 8-K, on September 16, 1997,
MNB Bancshares, Inc., (the "Registrant") entered into an Agreement
and Plan of Merger (the "Agreement") with Freedom Bancshares, Inc.
("Freedom"), a Kansas corporation. On October 20, 1997, a press
release was made disclosing the terms of the Agreement and stating the
final purchase price would be approximately $3.2 million.
Further details of the transaction are contained in the press release
attached hereto as Exhibit 99.1
Item 7. Financial Statements, Pro Forma Financial Information,
and Exhibits
(a) Financial Statements of Business Acquired
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
99.1 Press Release dated October 20, 1997
Exhibit 99.1
PRESS RELEASE
CONTACT:
Patrick L. Alexander
President and Chief Executive Officer
MNB Bancshares, Inc.
785/565-2000
CONTACT:
William J. Schlobohm
President and Chief Executive Officer
Freedom Bancshares, Inc.
913/528-3112
FOR IMMEDIATE RELEASE
TERMS OF FREEDOM BANCSHARES TRANSACTION ANNOUNCED
Manhattan, Kansas October 20, 1997 Patrick L. Alexander, President
and Chief Executive Officer of MNB Bancshares, Inc. (Nasdaq Small
Cap MNBB), Manhattan, and William J. Schlobohm, President of
Freedom Bancshares, Inc. (Freedom), Osage City, Kansas, disclosed
today the terms for the purchase of Freedom by MNB Bancshares.
Freedom is a bank holding company for Citizens State Bank, Osage
City.
"Under the terms of the September 16 agreement," Alexander said,
"MNB Bancshares will acquire the issued and outstanding shares of
Freedom Bancshares for $165 per share in cash, subject to regulatory
and shareholder approval."
Additionally, MNB will redeem Freedom's preferred stock and will
assume the holding company's debt. The final purchase price of
approximately $3.2 million is projected to be approximately 290% of
Freedom's tangible book value.
"Our due diligence review is now complete and all the appropriate
regulatory filings are being made." Alexander said.
Schlobohm commented on the acquisition, saying, "We are very excited
about joining with MNB and contributing to its community banking
philosophy. By teaming with MNB, we are able to achieve our dual goals
of getting an excellent price for our shareholders and combining with an
organization that strongly believes in the importance of the bank
remaining a leader in the communities it serves. We feel this
combination is good for our shareholders, our employees, and the
community."
"We intend to continue and to strengthen Citizens State Bank's tradition
of being the leading provider of financial products and services in the
community," Alexander said. "Community banks such as ours are
competing today with formidable financial giants for the same pool of
customers. We think that by combining our resources with the
employees and the character of banks like Citizens, and maintaining the
relationships which have been developed over the years, we can
compete effectively in this environment. This will provide enhanced
community banking to Citizens' customers."
"Consumers today can get their financial products and services from any
number of places," Alexander continued, "but banking is fundamentally a
'people' business. We believe our people should be involved in the
community. We feel that decisions should be made locally by bankers
who are familiar with their customers and knowledgeable about their
needs. Our idea is simple, but effective: If we pool our resources and
capitalize on our strengths, we can deliver quality products and
exceptional service in a community banking environment. That is our
goal."
MNB Bancshares, Inc., with total assets of $102 million is a bank holding
company for Security National Bank, which is headquartered in
Manhattan, Kansas. Earlier this year, Security National Bank opened a
branch at 21st and Wanamaker in Topeka. In 1995, MNB acquired
Security State Bank of Auburn, Kansas, which is now a branch of
Security National Bank. The proposed combination will bring total
assets to approximately $145 million.
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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 hereunto duly authorized.
MNB BANCSHARES, INC.
Dated: October 23, 1997
By: Susan E. Roepke
Vice President
