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): NOVEMBER 30, 1996
COASTAL BANCORP, INC.
(Exact name of registrant as specified in its articles)
TEXAS 0-24526 76-0428727
(State or other jurisdiction Commission File Number (IRS Employer
of incorporation) Identification No.)
COASTAL BANC TOWER, 8 GREENWAY PLAZA, SUITE 1500, HOUSTON, TEXAS
77046
(Address of principal executive offices)
Registrant's telephone number, including area code: (713) 623-2600
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On November 30, 1996, Coastal Banc Holding Company, Inc. (the "Company")
became a unitary savings bank holding company in accordance with the terms of
an Agreement and Plan of Reorganization, dated August 19, 1996 (the
"Agreement"), by and among Coastal Bancorp, Inc. ("Bancorp"), Coastal Banc ssb
(the "Bank"), Coastal Banc Interim State Savings Bank ("Interim") and the
Company. Pursuant to the Agreement: (1) the Company was organized as a wholly
owned subsidiary of the Bank; (2) Interim was organized as a wholly owned
subsidiary of the Company; (3) Interim merged with and into the Bank, with the
Bank as the surviving institution, and (4) upon such merger, (i) the
outstanding shares of common stock, par value $0.00017 per share, of the Bank
held by Bancorp became, by operation of law, on a one-for-one basis, common
stock, par value $.01 per share, of the Company, (ii) the common stock of
Interim held by the Company was converted into common stock of the Bank and
(iii) the common stock of the Company held by the Bank was cancelled
(together, the "Reorganization"). Accordingly, the Bank became a wholly owned
subsidiary of the Company and the Company became a wholly-owned subsidiary of
Bancorp.
The Company acquired the Bank, which is located at Coastal Banc Tower, 8
Greenway Plaza, Suite 1500, Houston, Texas 77046, as of the close of business
November 30, 1996, and acquired all of the issued and outstanding shares of
the common stock thereof in the reorganization.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) No financial statements are required.
(b) No pro forma financial information is required.
(c) Exhibits (Exhibit numbers conform to Item 601 of Regulation
S-K):
(2) Agreement and Plan of Reorganization
<PAGE>
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.
COASTAL BANCORP, INC.
By: /s/ Manuel J. Mehos
Manuel J. Mehos
President and Chief Executive
Officer
Dated: December 2, 1996
EXHIBIT 2
Agreement and Plan
of Reorganization
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
COASTAL BANCORP, INC.,
COASTAL BANC SSB,
COASTAL SAVINGS BANK SSB,
COASTAL BANC INTERIM
STATE SAVINGS BANK
AND
COASTAL BANC HOLDING COMPANY, INC.
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION, dated as of August 19, 1996
("Agreement"), is by and among Coastal Bancorp, Inc. ("Bancorp"), Coastal Banc
ssb, a Texas-chartered savings bank whose accounts are issued by the Savings
Association Insurance Fund ("SAIF") administered by the Federal Deposit
Insurance Corporation ("FDIC") (the "SAIF Bank"), Coastal Savings Bank ssb, a
Texas-chartered savings bank in organization whose accounts are to be insured
by the Bank Insurance Fund ("BIF") administered by the FDIC ("BIF Bank"),
Coastal Banc Interim State Savings Bank, a to-be-formed interim Texas savings
bank which will be organized for the sole purpose of consummating the
reorganization provided for herein ("Interim"), and Coastal Banc Holding
Company, Inc., a Delaware-chartered business corporation ("Holding Company"),
all of the aforesaid entities collectively referred to herein as the "Parties"
or individually as a "Party."
WITNESSETH:
WHEREAS, the Boards of Directors of the SAIF Bank and the BIF Bank
(collectively referred to herein as the "Banks") have determined that it is in
the best interests of the Banks and their sole stockholder, Bancorp, for the
Banks' ownership structure to be reorganized so that all of the voting common
stock of both Banks is held directly by a Delaware-chartered holding company,
in accordance with the terms and conditions of this Agreement; and
WHEREAS, the reorganization provided for herein is to be accomplished
through the following steps: (1) the Holding Company, a recently formed
Delaware business corporation which is a first tier subsidiary of the SAIF
Bank, will become the sole stockholder of a to-be-formed interim Texas savings
bank, subsequently becoming the sole holder of all of the common stock,
$0.00017 par value per share, of the SAIF Bank (the "SAIF Bank Common Stock");
(2) the formation of Interim as an interim Texas savings bank, all of the
outstanding stock of which will be held by the Holding Company; and (3) the
merger of Interim with and into the SAIF Bank (the "Merger"), with the SAIF
Bank being the resulting institution ("Resulting Institution") and with
Interim ceasing to exist as a corporate entity. Pursuant to such Merger, (i)
all of the issued and outstanding common stock of the Holding Company, $.01
par value per share ("Holding Company Common Stock"), held by the SAIF Bank
will be cancelled; (ii) all of the issued and outstanding shares of common
stock of Interim shall automatically, by operation of law, be converted into,
and shall become, on a one-for-one basis, fully paid and non-assessable shares
of SAIF Bank Common Stock; (iii) all of the issued and outstanding shares of
SAIF Bank Common Stock will be automatically converted by operation of law, on
a one-for-one basis, into an equal number of issued and outstanding shares of
Holding Company Common Stock; and (iv) Bancorp will, immediately thereafter
contribute 100% of the voting common stock of BIF Bank to Holding Company.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, and in accordance with Texas and federal law and
regulations, Bancorp, the Banks, Interim and the Holding Company hereby agree
that, subject to the conditions hereinafter set forth, Interim shall be merged
with and into the SAIF Bank with the SAIF Bank surviving as the Resulting
Institution. The terms and conditions of the Reorganization shall be as
follows:
1. REGULATORY APPROVALS. (a) The Reorganization shall not become
effective until this Agreement and the transactions contemplated hereby have
received the approval, if required, of the Commissioner of the Texas Savings
and Loan Department (the "Department"), the Federal Deposit Insurance
Corporation (the "FDIC"), the Office of Thrift Supervision (the "OTS") and all
other regulatory agencies having jurisdiction over the Reorganization, if any.
(b) The shares of Holding Company Common Stock to be issued to the
sole holder of the SAIF Bank Common Stock pursuant to this Agreement shall
have been registered or qualified for such issuance, or exempted therefrom,
under the Securities Act of 1933, as amended, and all applicable state
securities laws.
(c) Bancorp, the Banks, Interim and the Holding Company shall have
obtained all other consents, permissions and approvals required, appropriate
or deemed necessary, from any other governmental agencies or other third
parties and shall have taken all actions required by law or agreement, by
Bancorp, the Banks, Interim or the Holding Company, prior to the consummation
of the Agreement.
2. IDENTITY AND NAME OF RESULTING INSTITUTION. The Resulting
Institution in the Reorganization and Merger shall be the SAIF Bank, which
shall operate under the name "Coastal Banc ssb."
3. OFFICES OF RESULTING INSTITUTION. The home office of the SAIF
Bank, as the Resulting Institution in the Merger, shall be its present office
located at Coastal Banc Tower, 8 Greenway Plaza, Suite 1500, Houston, Texas
77046. The locations of the offices of the Resulting Institution are set
forth in Exhibit A attached hereto and made a part of this Agreement. In
addition, the Resulting Institution shall operate branch offices at such
additional locations as may be approved by the Department.
4. THE RESULTING INSTITUTION'S ARTICLES OF INCORPORATION AND BYLAWS.
The Articles of Incorporation and Bylaws of the SAIF Bank as in effect
immediately prior to the effectiveness of the Merger shall be the Articles of
Incorporation and Bylaws of the Resulting Institution, with no amendment being
made as part of the Reorganization.
5. EFFECTIVE DATE. The effective date of the Reorganization
("Effective Date") shall be the date as soon as practicable after the issuance
and/or execution by the Department, the OTS and any other federal or state
regulatory agencies, of all approvals, certificates and documents as may be
required in order to cause Reorganization to become effective, and the
expiration of any required waiting periods.
6. BANK STOCKHOLDER APPROVAL. The prior written consent of Bancorp,
the sole stockholder of the outstanding SAIF Bank Common Stock and the BIF
Bank Common Stock entitled to be cast at a meeting of the stockholders, shall
be required to approve this Agreement.
7. INTERIM STOCKHOLDER APPROVAL. The prior written consent of the
Holding Company, as the sole stockholder of Interim, shall be required to
approve this Agreement.
8. CONVERSION OF OUTSTANDING BANK COMMON STOCK; EFFECT ON BANK
PREFERRED STOCK. (a) Each share of SAIF Bank Common Stock issued and
outstanding immediately prior to the Effective Date shall thereupon as part of
the Reorganization be automatically converted by operation of law into and
become one newly issued share of Holding Company Common Stock. The Holding
Company, as sole stockholder of Interim, shall (i) issue such shares of
Holding Company Common Stock to Bancorp, the sole stockholder of the SAIF Bank
Common Stock, upon receipt of certificates representing shares of SAIF Bank
Common Stock, and (ii) upon the effectiveness of the Reorganization, cancel
all previously outstanding shares of Holding Company Common Stock, which
shares shall all be owned by the Bank. As of the Effective Date, Bancorp, the
holder of the SAIF Bank Common Stock, shall cease to have any rights with
respect to SAIF Bank Common Stock and its sole rights on and following the
Effective Date shall be with respect to Holding Company Common Stock for which
its shares of SAIF Bank Common Stock have been converted as a result of the
Reorganization. All shares of Holding Company Common Stock into which shares
of SAIF Bank Common Stock shall have been converted pursuant to this Section 8
shall be deemed to have been issued in full satisfaction of all rights
pertaining to such converted shares.
(b) The Merger shall have no effect on the Noncumulative Perpetual
Preferred Stock, Series A or the Noncumulative Perpetual Preferred Stock,
Series B (the "Series B Preferred Stock") of the SAIF Bank, which shall
continue to be preferred stock of the SAIF Bank subsequent to the consummation
of the Merger. However, immediately subsequent to the Merger, Bancorp shall
contribute all of the shares of the Series B Preferred Stock that it owns to
Holding Company in exchange for one thousand (1,000) shares of the 11.13%
noncumulative preferred stock of the Holding Company ("Holding Company
Preferred Stock"), which Holding Company Preferred Stock shall have
substantially the same terms and conditions as the Series B Preferred Stock.
9. SOLE STOCKHOLDER OF INTERIM. The common stock of Interim owned by
the Holding Company, as its sole stockholder immediately prior to the
effectiveness of the Reorganization, shall upon the Effective Date be
automatically converted by operation of law into and become shares of SAIF
Bank Common Stock equal in number to the number of shares of common stock of
Interim outstanding immediately prior to the effectiveness of the
Reorganization.
10. COMMON STOCK OF BIF BANK. All of the issued and outstanding
shares of BIF Bank voting common stock owned by Bancorp immediately prior to
the Merger shall, immediately after the Merger, be contributed by Bancorp to
the Holding Company, resulting in the Holding Company owning one hundred
percent (100%) of the issued and outstanding voting common stock of the BIF
Bank immediately subsequent to the Merger.
11. DEPOSITS OF THE BANK. All deposit accounts of the Bank shall be
and will become deposits in the Resulting Institution without change in their
respective terms, interest rates, maturities, minimum required balances or
withdrawal values. After the Effective Date, the Resulting Institution will
continue to issue deposit accounts on the same basis as immediately prior to
the Effective Date. After the Effective Date, all deposits held by the SAIF
Bank shall be insured by the SAIF and the BIF to the extent so insured prior
to the Effective Date and all deposits held by the BIF Bank shall be insured
by the BIF to the extent so insured prior to the Effective Date.
12. EFFECT OF MERGER. Upon the Effective Date of the Merger, all
assets and property (real, personal and mixed, tangible and intangible, choses
in action, rights and credits) then owned by the SAIF Bank or Interim or which
would inure to either of them, shall immediately by operation of law and
without any conveyance, transfer or further action, become the property of the
Resulting Institution, which shall have, hold and enjoy them in its own right
as fully and to be the same extent as they were possessed, held and enjoyed by
the SAIF Bank and Interim immediately prior to the Effective Date of the
Reorganization. The Resulting Institution shall be deemed to be a
continuation of the entity of both the SAIF Bank and Interim and all of the
rights and obligations of the SAIF Bank and Interim shall remain unimpaired;
and the Resulting Institution, upon the Effective Date of the Reorganization,
shall succeed to all those rights and obligations and the duties and
liabilities connected therewith. The business conducted by the SAIF Bank
prior to the Merger will be unaffected by the Merger.
13. DIRECTORS. The names and terms of those persons who shall be
directors of the Resulting Institution are set forth in Exhibit B attached
hereto and made a part of this Agreement. Each such director shall serve for
the term which expires at the next annual meeting of stockholders or until a
successor director is elected and qualified. The Reorganization involves no
change in the Board of Directors of the SAIF Bank or the BIF Bank.
14. OFFICERS. The Reorganization involves no change in the officers
of the Banks. The officers of the SAIF Bank immediately prior to the
Effective Date shall become the officers of the Resulting Institution
immediately thereafter.
15. INCOME TAX MATTERS. The parties hereto shall have received an
opinion of counsel or its independent auditors, satisfactory to them in form
and substance, with respect to the federal income tax consequences of the
Agreement and the formation of a holding company, as contemplated herein.
16. EMPLOYEE BENEFIT PLANS. All of the SAIF Bank's existing employee
benefit plans, including any retirement plan, will be unchanged by the
Reorganization. The Holding Company and the SAIF Bank shall make appropriate
amendments to the employee benefit plans to reflect the Merger, without
adverse effect upon the rights outstanding thereunder.
17. ABANDONMENT OF AGREEMENT. (a) This Agreement may be
abandoned by the SAIF Bank, at any time before the Effective Date in the event
that (a) any action, suit, proceeding or claim has been instituted, made or
threatened relating to this Agreement which shall make consummation of the
Reorganization inadvisable in the opinion of the SAIF Bank; or (b) for any
other reason, consummation of the Reorganization contemplated by this
Agreement is inadvisable in the opinion of the SAIF Bank.
(b) Such abandonment shall be effective by written notice by the
SAIF Bank to the other Parties, authorized or approved by the SAIF Bank's
Board of Directors. Upon the giving of such notice, this Agreement shall be
terminated and there shall be no liability hereunder or on account of such
termination on the part of Bancorp, the Banks, Interim or the Holding Company
or the directors, officers, employees, agents, or stockholders of any of them.
In the event of abandonment of the Agreement, the Bank shall pay fees and
expenses incurred by itself, Bancorp, the BIF Bank and Interim and Holding
Company in connection with the Agreement and the Reorganization contemplated
thereby. The SAIF Bank shall promptly furnish a copy of such written notice
to the Department, the FDIC and the OTS.
18. AMENDMENT OF THE AGREEMENT. (a) This Agreement may be
amended or modified at any time by mutual agreement of the Boards of Directors
of Bancorp, the Banks, Interim and the Holding Company (i) prior to the
approval hereof by the sole stockholder of the SAIF Bank, in any respect, and
(ii) subsequent to such approval, in any respect, provided that the sole
stockholder subsequently approves of such amendment or modification.
(b) Any of the terms or conditions of this Agreement which may be
legally waived may be waived at any time by any Party hereto which is, or the
stockholders of which, are entitled to the benefit thereof, or by actions
taken or authorized by the Board of Directors of such Party.
19. GOVERNING LAW. This Agreement is made pursuant to, and shall be
construed and be governed by, the laws of the State of Texas and of the United
States, and the rules and regulations promulgated thereunder, including
without limitation, the rules and regulations of the Department, the FDIC and
the OTS. In the event of a conflict, federal law will apply.
20. ALL TERMS INCLUDED. This Agreement sets forth all terms,
conditions, agreements and understandings of Bancorp, the Banks, Interim and
the Holding Company with respect to the Reorganization.
21. COUNTERPARTS. This Agreement may be executed in several
identical counterparts, each of which when executed by the Parties and
delivered shall be an original, but all of which together shall constitute a
single instrument. In making proof of the Agreement, it shall not be
necessary to produce or account for more than one such counterpart.
22. ASSIGNMENT. The rights and obligations of the Parties hereto may
not be assigned without the prior written consent of the other Parties. This
Agreement shall be binding upon, and shall insure to the benefit of, the
Parties and their respective successors and permitted assignees.
23. EXECUTION BY INTERIM. The Bank and the Holding Company
acknowledge that as of the date hereof, Interim is in organization and has not
received its Articles of Incorporation from the Department. Therefore,
Interim does not have the legal capacity to execute this Agreement as of the
date hereof. The Holding Company agrees to cause Interim to execute this
Agreement promptly following the organization of Interim upon receipt of
Department approval for Interim to be organized. The Bank and the Holding
Company agree to be bound by this Agreement prior to and following such
execution by the Interim.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed on its behalf by its officers thereunto duly authorized, all as of
the date first above written.
COASTAL BANCORP, INC.
By: /s/ Manuel J. Mehos
Manuel J. Mehos, Chairman of the
Board,
President and Chief Executive
Officer
Attest:
/s/ Linda B. Frazier
Linda B. Frazier, Secretary
COASTAL BANC SSB
By: /s/ Manuel J. Mehos
Manuel J. Mehos, Chairman of the
Board,
President and Chief Executive
Officer
Attest:
/s/ Linda B. Frazier
Linda B. Frazier, Secretary
COASTAL BANC HOLDING COMPANY, INC.
By: /s/ Manuel J. Mehos
Manuel J. Mehos, Chairman of the
Board,
President and Chief Executive
Officer
Attest:
/s/ Linda B. Frazier
Linda B. Frazier, Secretary
COASTAL BANC SAVINGS BANK, SSB
By: /s/ Manuel J. Mehos
Manuel J. Mehos, Chairman of the
Board,
President and Chief Executive
Officer
Attest:
/s/ Linda B. Frazier
Linda B. Frazier, Secretary
COASTAL BANC INTERIM STATE SAVINGS
BANK
By: /s/ Manuel J. Mehos
Manuel J. Mehos, Chairman of the
Board,
President and Chief Executive
Officer
Attest:
/s/ Linda B. Frazier
Linda B. Frazier, Secretary
<PAGE>
EXHIBIT A TO AGREEMENT
LIST OF ALL OFFICES OF THE RESULTING INSTITUTION
Executive, Administrative and Home Office
Coastal Tower
8 Greenway Plaza, Suite 1500
Houston, Texas 77046
No. Name and Location of Bank Office
1 Port Lavaca Branch
1329 North Virginia
Port Lavaca, Texas 77979
2 Greenway Branch
8 Greenway Plaza, Suite 100
Houston, Texas 77046
3 Fondren Branch
9712 Fondren
Houston, Texas 77096
4 Columbus Branch
408 Walnut
Columbus, Texas 78934
5 Katy Branch
870 S. Mason, #100
Katy, Texas 77450
6 Schulenburg Branch
602 Lyons
Schulenburg, Texas 78956
7 Sealy Branch
325 Meyer Street
Sealy, Texas 77474
8 Weimar Branch
116 E. Post Office
Weimar, Texas 78962
9 Wharton Branch
323 Boling Road
Wharton, Texas 77488
10 Dickinson Branch
1621 Pine Drive
Dickinson, Texas 77539
11 San Benito Branch
295 West Highway 77
San Benito, Texas 78586
12 Blalock Branch
1260 Blalock, Suite 100
Houston, Texas 77055
13 Tomball Branch
620 W. Main
Tomball, Texas 77375
14 Merchants Park Branch
915-H North Shepherd
Houston, Texas 77008
15 Champions Park Branch
6810 FM 1960 West
Houston, Texas 77069
16 Victoria Branch
7602 N. Navarro
Victoria, Texas 77904
<PAGE>
17 Harlingen Branch
2308 So. 77 Sunshine Strip, Suite #1
Harlingen, Texas 78550
18 McAllen Branch
4900 N. 10th Street, #G-1
McAllen, Texas 78504
19 Leopard Branch
10838 Leopard Street, Suite B
Corpus Christi, Texas 78410
20 Weber Road Branch
4060 Weber Road
Corpus Christi, Texas 78411
21 Brenham Branch
301 E. Main Street
Brenham, Texas 77833
22 Conroe Branch
1192 W. Dallas
Conroe, Texas 77301
23 Broadway Branch*
6100 Broadway
San Antonio, Texas 78209
24 Vance Jackson Branch*
4400 Vance Jackson
San Antonio, Texas 78230
25 Blanco Road Branch*
6610 Blanco Road
San Antonio, Texas 78216
26 Giddings Branch
P.O. Box 740
708 E. Austin
Giddings, TX 78942
27 Mason Branch
204 Westmoreland
Mason, TX 76856
___________________
* To be acquired by Compass Bank - San Antonio.
28 Burnet Branch
P.O. Box 239
101 E. Polk
Burnet, TX 78611
29 Kingsland Branch
P.O. Box 445
531-A Highway 1431
Kingsland, TX 78639
30 Marble Falls Branch
P.O. Box 307
904 Highway 281 North
Marble Falls, TX 78654
31 Buchanan Dam Branch
P.O. Box 26
Highway 29 W
Buchanan Dam, TX 78609
32 Llano Branch
P.O. Box 130
907 Ford
Llano, TX 78643
33 Fort Bend Branch
2353 Town Center Drive
Sugar Land, Texas 77478
34 Voss Road Branch
1629 S. Voss Road
Houston, Texas 77057
35 Westheimer
5718 Westheimer, Suite 100
Houston, Texas 77057
36 Westwood
7909 Parkwood Circle Drive
Houston, Texas 77036
37 Katy-Pin Oak
1250 Pin Oak Road
Katy, Texas 77494
38 Richmond
2120 Thompson Highway
Richmond, Texas 77469
39 Austin
7200 North Mopac
Austin, Texas 78731
MORTGAGE BANKING OFFICE:
CBS Mortgage Corp.
6161 Savoy, Suite 600
Houston, Texas 77036
EXHIBIT B TO AGREEMENT
LIST OF ALL DIRECTORS OF RESULTING INSTITUTION
<TABLE>
<CAPTION>
NAME TERM
<S> <C>
<C>
Robert Edwin Allday 1997
D. Fort Flowers, Jr. 1997
Dennis S. Frank 1997
Robert E. Johnson, Jr. 1997
Manuel J. Mehos 1997
James C. Niver 1997
Clayton T. Stone 1997
</TABLE>
