-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KBECJrneeytie60NHubnhysiJESNe88aa5mea8+RdrrC+uINHqTKUr3nff/4TiRe 3AXWvSEGS4pBHm49vgva5w== 0001021408-02-007897.txt : 20020531 0001021408-02-007897.hdr.sgml : 20020531 20020531150242 ACCESSION NUMBER: 0001021408-02-007897 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020531 ITEM INFORMATION: Other events FILED AS OF DATE: 20020531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARDINAL BANKSHARES CORP CENTRAL INDEX KEY: 0001022759 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 541804471 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28780 FILM NUMBER: 02667767 BUSINESS ADDRESS: STREET 1: P O BOX 215 CITY: FLOYD STATE: VA ZIP: 24091 BUSINESS PHONE: 5407454191 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2002 --------------------- CARDINAL BANKSHARES CORPORATION (Exact name of registrant as specified in its charter) VIRGINIA 000-28780 541804471 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) P.O. BOX 215 - ------------------- Floyd, Virginia 24091 - --------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (540) 745-4191 --------------- Item 5. Other Events. On May 30, 2002, Registrant and MountainBank Financial Corporation ("MFC") jointly announced that they have entered into an agreement in principle to merge. The proposed merger transaction is subject to execution of a definitive merger agreement, the approval of the shareholders of both companies, and receipt of required state and federal bank regulatory approvals. MFC is headquartered in Hendersonville, NC and is the bank holding company for MountainBank, which currently operates 15 banking offices in nine western North Carolina counties and a mortgage subsidiary headquartered in Greenwood, SC. Registrant is headquartered in Floyd, VA, and has approximately $185 million in consolidated assets as of March 31, 2002. It is the bank holding company for Bank of Floyd, which operates five banking offices in Floyd, Christiansburg, Hillsville, Roanoke and Willis, Virginia. Upon consummation of the merger, Bank of Floyd will become a wholly owned subsidiary of MFC and will continue to operate under its existing charter and name. The details of the proposed merger are described in the press release dated May 30, 2002 filed as Exhibit A to this Form 8-K and incorporated by reference. --------- 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. CARDINAL BANKSHARES CORPORATION Date: May 31, 2002 /s/ Leon Moore ----------------------------------- Leon Moore, Chairman, President and CEO 3 EX-99 3 dex99.txt NEWS RELEASE DATED MAY 30, 2002 EXHIBIT A --------- News Release Date: Thursday, May 30 2002 Contact: J. W. Davis, President and CEO MountainBank Financial Corporation (828) 693-7376 Leon Moore, Chairman, President and CEO Cardinal Bankshares Corporation (540) 745-4191 Release Date: For Immediate Release CARDINAL BANKSHARES CORPORATION AND MOUNTAINBANK FINANCIAL ---------------------------------------------------------- CORPORATION ANNOUNCE AGREEMENT IN PRINCIPLE TO MERGE ---------------------------------------------------- FLOYD, VA. and HENDERSONVILLE, N.C. / May 29 / PR Newswire / -- The Boards of Directors of Cardinal Bankshares Corporation (OTCBB: CDBK) and MountainBank Financial Corporation (OTCBB: MBFC) announced today that they have entered into a letter of intent whereby Cardinal Bankshares Corporation and MountainBank Financial Corporation would merge in a stock transaction valued at approximately $36.9 million. The merger transaction is subject to execution of a definitive merger agreement, the approval of the shareholders of both companies, and to receipt of required state and federal bank regulatory approvals. Subject to those contingencies, it is expected that the transaction will be consummated during the fourth quarter of 2002. The resulting company would be the eighth largest publicly traded bank holding company headquartered in North Carolina, with total assets in excess of $835 million and 20 banking offices. The transaction is expected to be structured as a tax free reorganization whereby Cardinal shareholders will receive a combination of MountainBank Financial common and convertible preferred stock valued at $24.00 per Cardinal share, with the actual number of shares to be issued for each Cardinal share to be based on the market value of MountainBank Financial's common stock immediately prior to consummation of the merger. Cardinal Bankshares Corporation, headquartered in Floyd, Virginia, has approximately $185 million in assets. It is the bank holding company for Bank of Floyd, which operates five banking offices in Floyd, Christiansburg, Hillsville, Roanoke and Willis, Virginia. MountainBank Financial Corporation, parent company of MountainBank headquartered in Hendersonville, N.C., has approximately $650 million in assets and currently operates 15 banking offices in nine western North Carolina counties and a mortgage subsidiary headquartered in Greenwood, South Carolina. Upon consummation of the transaction, Bank of Floyd will become a wholly owned subsidiary of MountainBank Financial Corporation and will continue to operate under its existing charter and name. Mr. Leon Moore, Cardinal's Chairman, President and CEO, will continue in his current position as Bank of Floyd's Chairman, President and CEO and will become a Director of MountainBank Financial Corporation. Mr. Moore commented on the announcement stating, "We are very excited with this opportunity to become a part of such a growing and dynamic organization as MountainBank. We believe that the combination of our two companies will provide our shareholders and staff with significant benefits and opportunities for growth while still providing the same personalized service that our customers have grown to expect from Bank of Floyd over the years. We look forward to joining MountainBank and together expanding our brand of banking in Southwest Virginia." A-1 -----END PRIVACY-ENHANCED MESSAGE-----