FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended: September 30, 1997
Commission File Number: 333-15067
UNITED COMMUNITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1380239
(state or other juris- (I.R.S. Employer
diction of incorporation) Identification No.)
2600 Eagan Woods Drive, Suite 155
Eagan, Minnesota 55121
(Address of principal executive offices)(zip code)
(612) 905-3100
Registrant's telephone number, including area code:
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
As of November 5, 1997, the Registrant had 604,479 shares of Common Stock, $.01
par value, outstanding.
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Item 2 of Part II of the Form 10-Q for the quarter ended September 30, 1997
filed by United Community Bancshares, Inc. ("United") is amended and restated as
follows:
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) Changes in Securities.
In January, 1997, United granted common stock options totaling 800
shares to a certain key employee of United. The options become exercisable over
a five-year period beginning January 1, 1998 at an exercise price of $108.32.
In September, 1997, United issued 248 shares to an investor in exchange
for an aggregate purchase price of $24,988, in reliance upon an exemption under
Section 4(2) of the Act.
(b) Use of Proceeds.
On January 13, 1997, the SEC declared effective United's registration
statement no. 333-14587 with respect to the registration of (i) 9.75% Cumulative
Trust Preferred Securities of United Capital Trust I (the "Preferred
Securities"), (ii) 9.75% Junior Subordinated Deferrable Interest Debentures Due
January 15, 2027 (the "Junior Subordinated Debentures") and (iii) Guaranty of
United Community Bancshares, Inc. (the "Guaranty"). The offering of such
securities (herein referred to as the "Preferred Offering") commenced on January
13, 1997. Through the combined operation of the Junior Subordinated Debentures
and the Guaranty, the payment of distributions and other amounts on the
Preferred Securities are subject to a full, irrevocable and unconditional
guaranty by the Company. Also, on January 13, 1997, the SEC declared effective
United's registration statement no. 333-15067 with respect to the registration
of Common Stock (the "Common Offering"), which Common Offering commenced on
January 13, 1997. The Preferred Offering and the Common Offering are referred to
collectively as the "Offerings"). The Offerings did not terminate prior to the
sale of all of the securities. Piper Jaffray Inc. was the managing underwriter
for the Preferred Offering; and United conducted the Common Offering without an
underwriter.
The following information is provided for the Preferred Securities and
the Common Stock offered and sold by United in connection with the Offerings:
Aggregate price Aggregate
of offering offering
Amount amount price of
Title of Security registered registered Amount sold amount sold
Preferred Securities 440,000 $11,000,000 440,000 $11,000,000
Common Stock 72,000 $7,632,000 72,000 $7,632,000
In connection with the Preferred Offering, the total expenses of United
were $965,036, including underwriting commissions of $330,000, advisory fee of
$110,000 and $525,036 for other expenses, all of which were paid to others and
are included in intangible assets. In connection with the Common Offering, the
total expenses of United were $35,063, all of which were paid to others.
The net proceeds of the Offerings to United were $17,631,901, including
$10,034,964 for the Preferred Offering and $7,596,937 for the Common Offering.
The net proceeds of the Offerings were used to provide a portion of the
financing for the acquisition of Park National Bank and to increase United's
qualifying "Tier I" capital in order for United to have sufficient capital to
consummate the acquisition.
<PAGE>
SIGNATURES
Pursuant to the requirement 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.
UNITED COMMUNITY BANCSHARES, INC.
Dated: December 23, 1997 By: /s/ Galen T. Pate
Galen T. Pate, President
(principal executive officer)
By: /s/ Marcia L. O'Brien
Marcia L. O'Brien, Executive Vice President
and Chief Financial Officer (principal
financial and accounting officer)
