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UNITED STATES
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 12, 1999
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UNION FINANCIAL BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-5735 57-1001177
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(State or other Jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
203 West Main Street, Union, South Carolina 29379-0886
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (864) 427-9000
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Not Applicable
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(Former name or former address, if changed since last report.)
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ITEMS 1, 3, 4, 5, 6, 8 AND 9. NOT APPLICABLE.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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As of 11:59 p.m. on November 12, 1999 (the "Effective Time"), the merger
of Union Financial Bancshares, Inc., a Delaware corporation ("Union"), and South
Carolina Community Bancshares, Inc., a Delaware corporation ("SCCB"), was
completed with Union as the surviving corporation. The merger was completed
pursuant to an Agreement and Plan of Merger, dated as of July 1, 1999, by and
between Union and SCCB (the "Merger Agreement"). In addition, on November 12,
1999, Community Federal Savings Bank, a federally chartered savings bank
("Community Federal"), merged with and into Provident Community Bank, a
federally chartered savings bank ("Provident"), with Provident being the
surviving corporation, pursuant to the Merger Agreement and the related Plan of
Bank Merger, dated as of November 8, 1999, by and between Provident and
Community Federal. Pursuant to the Merger Agreement, Quay McMaster, Philip C.
Wilkins and John S. McMeekin will be appointed to the Board of Directors of
Union and Provident and Mr. Alan Pullen, formerly President and Chief Executive
Officer of SCCB and Community Federal, will be appointed Senior Vice
President/City Executive of Provident.
Pursuant to the Merger Agreement, each outstanding share of SCCB common
stock, par value $0.01 per share ("SCCB Common Stock"), has been converted into
the right to receive 0.98 shares of Union common stock and par value $0.01 per
share ("Union Common Stock"); and $6.54 in cash. Union will issue approximately
535,900 shares of Union Common Stock to the former shareholders of SCCB. The
cash portion of the merger consideration will total approximately $3.58 million.
Each holder of options to purchase shares of SCCB Common Stock that have
been issued by SCCB and that are outstanding at the Effective Time ("SCCB
Options") have been cashed out. A total of 42,526 SCCB Options were cashed out
at a cost of approximately $144,000.
On November 12, 1999, Union issued a press release which reported the
closing of the merger with SCCB. The press release announcing the closing of the
merger is attached as Exhibit 99.3.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) As of the date of this filing, it is impracticable to provide
financial statements for Union or SCCB. The required financial statements will
be filed as soon as possible and in no event later than January 26, 2000.
(b) As of the date of this filing, it is impracticable to provide
pro forma financial information required pursuant to Article 11 of Regulation
S-X. The required pro forma financial information will be filed as soon as
possible and in no event later than January 26, 2000.
(c) Exhibits. The following Exhibits are filed as part of this
report:
2
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Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of July 1,
1999, by and between Union Financial Bancshares,
Inc. and South Carolina Community Bancshares,
Inc.*
99.1 Press release issued on November 9, 1999.
99.2 Press release issued on November 10, 1999
99.3 Press release issued on November 12, 1999.
*Incorporated by reference to the Form 8-K (SEC File No. 033-80808) filed
by Union on July 9, 1999.
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.
UNION FINANCIAL BANCSHARES, INC.
Dated: November 15, 1999 By: /s/ Dwight V. Neese
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Dwight V. Neese
President and Chief Executive Officer
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EXHIBIT 99.1 PRESS RELEASE
*FOR IMMEDIATE RELEASE*
OTS AND SOUTH CAROLINA BOARD OF FINANCIAL INSTITUTIONS
APPROVE MERGER BETWEEN PROVIDENT COMMUNITY BANK
AND COMMUNITY FEDERAL SAVINGS BANK
Union and Winnsboro, South Carolina (November 5, 1999) -- Union Financial
Bancshares, Inc. (Nasdaq: UFBS) and South Carolina Community Bancshares, Inc.
(Nasdaq: SCCB) today announced that on October 22, 1999, the OTS approved the
merger of Community Federal Savings Bank with and into Provident Community Bank.
On November 3, 1999, the South Carolina Board of Financial Institutions also
approved the transaction. The South Carolina Board of Financial Institutions'
approval was the last regulatory approval necessary to consummate the merger
between Union Financial Bancshares, Inc. and South Carolina Community
Bancshares, Inc. Under the merger's terms, each share of SCCB common stock will
be exchanged for at least 0.817 shares of Union Financial common stock and at
least $5.25 in cash. The merger is expected to close on November 12, 1999.
Union Financial also announced that it had received approval from Nasdaq
for its stock to be listed on the Nasdaq National Market System. Union
Financial's stock is expected to be listed on the National Market System when
the market opens on November 15, 1999 and will continue to be traded under the
ticker symbol "UFBS".
For further information contact:
Dwight V. Neese
President and CEO
Union Financial Bancshares, Inc./
Provident Community Bank
(864) 427-9000
Alan W. Pullen
President and CEO
South Carolina Community Bancshares, Inc./
Community Federal Savings Bank
(803) 635-5536
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EXHIBIT 99.2 PRESS RELEASE
*FOR IMMEDIATE RELEASE*
STOCKHOLDERS OF UNION FINANCIAL BANCSHARES, INC. AND
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
APPROVE MERGER
Union and Winnsboro, South Carolina (November 10, 1999) -- Union Financial
Bancshares, Inc. (Nasdaq: UFBS) and South Carolina Community Bancshares, Inc.
(Nasdaq: SCCB) today announced that, at their respective Special Meetings of
Stockholders held yesterday, their stockholders overwhelmingly approved the
Agreement and Plan of Merger between Union Financial and South Carolina
Community, pursuant to which Union Financial will acquire South Carolina
Community. Under the terms of the merger agreement, each share of South Carolina
Community Bancshares, Inc. common stock will be exchanged for 0.98 shares of
Union Financial common stock and $6.54 in cash.
On November 4, 1999, the companies announced that they had received
approval from the OTS and the South Carolina Board of Financial Institutions to
complete the merger and the merger of the companies' wholly owned subsidiaries,
Provident Community Bank and Community Federal Savings.
The merger is expected to close on November 12, 1999.
For further information contact:
Dwight V. Neese
President and CEO
Union Financial Bancshares, Inc./
Provident Community Bank
(864) 427-9000
Alan W. Pullen
President and CEO
South Carolina Community Bancshares, Inc./
Community Federal Savings Bank
(803) 635-5536
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EXHIBIT 99.3 PRESS RELEASE
*FOR IMMEDIATE RELEASE*
UNION FINANCIAL BANCSHARES, INC. COMPLETES ACQUISITION OF
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
Union, South Carolina (November 12, 1999) -- Union Financial Bancshares,
Inc. (Nasdaq: UFBS), the holding company for Provident Community Bank, announces
that as of 11:59 p.m. today, its acquisition of South Carolina Community
Bancshares, Inc. (Nasdaq: SCCB), the holding company of Community Federal
Savings Bank, will be completed. Dwight V. Neese, President and Chief Executive
Officer of Union Financial commented, "The acquisition of South Carolina
Community represents a natural extension of our franchise. We are extremely
pleased with this transaction, which will provide us with a sizable share of the
adjacent Fairfield County deposit market and further increase our presence
within the State of South Carolina."
Following the merger, Union Financial will have six banking centers in
Union, Jonesville, Laurens and Winnsboro, in addition to its corporate
headquarters in Union. It will also have approximately $250 million in assets
and $180 million in deposits.
In accordance with the terms of the merger agreement, South Carolina
Community's stockholders will receive 0.98 shares of Union Financial common
stock and $6.54 in cash in exchange for each share of South Carolina Community
Bancshares common stock they own. The transaction will be accounted for as a
purchase for financial accounting purposes. South Carolina Community's
stockholders will receive instructions on how to exchange their stock for the
merger consideration in the near future.
Union Financial has also previously announced that it has received
approval from Nasdaq for its stock to be listed on the Nasdaq National Market
System. Union Financial's stock is expected to be listed on the National Market
System when the market opens on November 15, 1999 and will continue to be traded
under the ticker symbol "UFBS".
For further information contact:
Dwight V. Neese
President and CEO
Union Financial Bancshares, Inc./
Provident Community Bank
(864) 427-9000
