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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): January 29, 1998
SNB BANCSHARES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Georgia 000-23261 58-2107916
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
2918 Riverside Drive, Macon, Georgia 31204
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 912-722-6200
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM FIVE. OTHER EVENTS
On January 29, 1998, SNB Bancshares, Inc. ("Registrant") and CROSSROADS
BANCSHARES, INC. ("Crossroads") jointly announced that they have executed a
definitive agreement for a proposed merger of Crossroads into Registrant. The
proposed merger is subject to any required corporate shareholder and regulatory
approvals.
SNB Bancshares, Inc. is a one-bank holding company. Its wholly-owned
subsidiary, Security National Bank, operates five offices in the Macon, Georgia
area. Crossroads Bancshares, Inc. is also a one-bank holding company. Its
wholly-owned subsidiary, Crossroads Bank of Georgia, has its main office in
Perry, Georgia, and two branch offices in Warner Robins, Georgia.
ITEM SEVEN. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND
EXHIBITS
(C) Exhibits
99 News Release dated January 29, 1998, regarding Registrant announcing
execution of definitive agreement with Crossroads.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SNB BANCSHARES, INC.
DATE: 1/29/98 BY: /s/ H. Averett Walker
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H. Averett Walker, President
(REGISTRANT)
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EXHIBIT 99
WIRE SERVICE RELEASE
SNB BANCSHARES, INC. ANNOUNCES MERGER IN MIDDLE GEORGIA
*MACON, GA -- Jan. 29, 1998
SNB Bancshares, Inc. (Nasdaq: SNBJ) of Macon, Georgia and Crossroads
Bancshares, Inc. of Perry, Georgia jointly announced that they have entered
into a definitive agreement for a proposed merger of Crossroads Bancshares,
Inc. into SNB Bancshares, Inc. Crossroads Bancshares, Inc. is the one-bank
holding company for Crossroads Bank of Georgia in Perry and Warner Robins,
Georgia. SNB Bancshares, Inc. is the one-bank holding company for Security
National Bank in Macon, Georgia.
Under the terms of the agreement, Crossroads shareholders will receive 2.9
shares of SNB common stock for each share of Crossroads common stock. Based on
SNB's closing stock price of $18.00 on January 28, 1998, the transaction would
be valued at approximately $15 million. The merger, which is anticipated to be
accounted for as a pooling of interests, is expected to be consummated by mid-
year 1998, pending approval of Crossroads stockholders and regulatory
authorities and other customary conditions of closing. The transaction is
expected to be a tax-free reorganization for federal income tax purposes.
Robert C. "Neal" Ham, Chairman of SNB, stated "SNB and Crossroads share a
strong community-based banking philosophy of personal customer service. Our
histories are very similar. This is a winning combination."
H. Averett "Rett" Walker, President and Chief Executive Officer of SNB, said
"Middle Georgia deserves strong community banks run by local people with local
decision-making power for the well-being of our hometowns. This match has all
the right elements -- veteran community bankers, strong involved boards,
vibrant markets and the right geographic fit."
H. Cullen Talton, Jr., Chairman of Crossroads, said "Crossroads has always been
dedicated to responsive financial services for Perry and Warner Robins. Joining
with SNB will give us added clout to deliver what our communities need, and a
better market for the shares of our stockholders. This represents a successful
partnership between Houston and Bibb Counties to the advantage of our
stockholders, customers and employees."
William D. "Derry" Watson, President and Chief Executive Officer of Crossroads,
stated "We are excited about this combination. Crossroads and SNB will be a
stronger organization combined. We know that translates to better banking
services for both Houston County and Bibb County. Both groups add a great deal
of value."
Crossroads Bank of Georgia operates one office in Perry and two offices in
Warner Robins. As of December 31, 1997, Crossroads had total assets of $74
million, total deposits of $67 million, total stockholders' equity of $6
million, and $804,478 in 1997 earnings.
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Security National Bank provides banking services from five full service offices
in Macon, Bibb County, Georgia. As of December 31, 1997, SNB had $143 million
in total assets, $122 million in total deposits, $17 million in total
stockholders' equity, and $1.8 million in net income for the year. Combined
assets after the merger will approximate $217 million. SNB common stock is
traded on the Nasdaq National Market System under the symbol SNBJ.
