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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) June 8, 1998
ALABAMA NATIONAL BANCORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-25160 63-1114426
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1927 First Avenue North
Birmingham, Alabama 35203
(Address of principal executive offices)
Registrant's telephone number, including area code (205) 583-3600
Not Applicable
(Former name of former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On June 8, 1998, Alabama National BanCorporation, a Delaware corporation
("ANB"), entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Community Financial Corporation, a Georgia corporation ("CFC"). The Merger
Agreement provides, among other things, that CFC will be merged with and into
ANB, with ANB being the surviving corporation (the "Merger").
Pursuant to the Merger Agreement, holders of CFC common stock will receive
approximately 0.3518 shares of ANB common stock for each share of CFC common
stock, with options to purchase CFC common stock converting to options to
purchase ANB common stock at the same conversion ratio. On a fully diluted
basis, the aggregate number of ANB share equivalents resulting from the Merger
will be approximately 1,105,000 shares of ANB common stock. Consummation of the
Merger is subject to the satisfaction of certain conditions, including approval
and adoption of the Merger Agreement by the shareholders of CFC, approval of the
appropriate regulatory agencies, and certain other conditions. The Merger is
expected to close by November 30, 1998 and will be accounted for as a pooling of
interests.
The press release announcing the above described merger is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press release issued on June 8, 1998.
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.
Dated: June 10, 1998
Alabama National BanCorporation
By:/s/ William E. Matthews, V
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William E. Matthews, V
Executive Vice President and
Chief Financial Officer
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EXHIBIT 99.1
BIRMINGHAM, Ala.--(BUSINESS WIRE)--June 8, 1998--Alabama National
BanCorporation (NASDAQ/NM: ALAB), headquartered in Birmingham, Ala., and
Community Financial Corporation, parent company of Georgia State Bank of
Mableton, Ga., today announced the signing of a definitive agreement providing
for the merger of the two companies. Under the agreement, Community Financial
Corporation will merge into Alabama National BanCorporation and Georgia State
Bank will become wholly owned subsidiary of Alabama National BanCorporation.
Georgia State Bank will continue to operate under its existing name and
management.
John H. Holcomb, III, Chairman of the Board and CEO of Alabama National
BanCorporation, and Ken F. Thigpen, President of Georgia State Bank, jointly
announced the merger.
"We are very fortunate to have reached this agreement with Community Financial
Corporation, and we are enthusiastic about our entry into the suburban Atlanta
market. Georgia State Bank is a well-managed institution whose commitment to
community banking fits well with our philosophy," stated Holcomb.
"We are very pleased to join the Alabama National family of community banks,"
said Thigpen. "Its philosophy of local decision making makes Alabama National
an excellent merger partner for Georgia State Bank. The merger also provides us
with additional access to capital to allow us to continue our growth while
maintaining our personalized customer service."
Alabama National BanCorporation ("ANB") common stock is traded on the
NASDAQ/National Market System under the symbol "ALAB". It is the sixth largest
bank holding company headquartered in Alabama, with total assets at March 31,
1998 of $1.3 billion. ANB operates 39 locations in Alabama and four locations
in Florida through eight bank subsidiaries. The lead bank subsidiary for ANB is
Birmingham-based National Bank of Commerce ("NBC"). Other ANB subsidiaries
include First American Bank in Decatur, First Citizens Bank, N.A. in Talladega,
Bank of Dadeville, Alabama Exchange Bank in Tuskegee, First Gulf Bank in Baldwin
County, Citizens and Peoples' Bank, N.A., in Pensacola, Fla., and Public Bank in
St. Cloud, Fla. ANB provides full banking services to individuals and
businesses that prefer local bank decision-making and personalized service.
Brokerage services are provided to customers through NBC's wholly-owned
subsidiary, NBC Securities, Inc.
Community Financial Corporation ("CFC"), which had total assets of
approximately $124 million at March 31, 1998, is the holding company for Georgia
State Bank ("GSB"). GSB's primary markets are located in Paulding County and
Cobb County, and it serves its customer base through four offices located in
Mableton, Austell, Powder Springs, and Hiram, Ga.
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CFC shareholders will receive approximately 0.3518 ANB shares for each CFC
share, with options to purchase CFC stock converting to options to purchase ANB
stock at the same conversion ratio. On a fully diluted basis, the aggregate
number of ANB share equivalents resulting from the merger will be approximately
1,105,000 ANB shares. The merger will be accounted for as a pooling of
interests and is subject to regulatory approvals, CFC shareholder approval, and
certain other conditions. It is anticipated that the transaction will close by
Nov. 30, 1998.
The transaction is expected to be non-dilutive to ANB in 1998 on an operating
basis. However, after consideration of non-operating items (including
transaction and restructuring costs) the transaction is expected to result in
some dilution for this year only. As a result of investment banking fees
incurred by CFC and other expenses associated with this transaction, non-
recurring costs are estimated at approximately $1,600,000.
Statements contained in this press release which are not historical facts are
forward-looking statements. In addition, ANB, through its senior management,
may make from time to time forward-looking public statements concerning the
matters described herein. Such forward-looking statements are necessarily
estimates reflecting the best judgement of ANB's senior management based upon
current information and involve a number of risks and uncertainties. Certain
factors which could affect the accuracy of such forward-looking statements are
identified in the public filings made by ANB with the Securities and Exchange
Commission, and forward-looking statements contained in this press release or in
other public statements of ANB or its senior management should be considered in
light of those factors. There can be no assurance that such factors or other
factors will not affect the accuracy of such forward-looking statements.
CONTACT: Alabama National BanCorporation, Birmingham
John H. Holcomb III, 205/583-3600
or
Georgia State Bank, Mableton
Ken Thigpen, 770/941-2100
