-----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, UzpH/yQrQLFW5z9uQNVgGOHWX0bSR/7PuErcYTBLPxaIS/gB3yf9hHmIfKpK3Ufu Y+ascMxxKtSgFGxvQ0SogA== 0001157523-07-012043.txt : 20071211 0001157523-07-012043.hdr.sgml : 20071211 20071210202432 ACCESSION NUMBER: 0001157523-07-012043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071210 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071211 DATE AS OF CHANGE: 20071210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOUR OAKS FINCORP INC CENTRAL INDEX KEY: 0001040799 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 562028446 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22787 FILM NUMBER: 071297168 BUSINESS ADDRESS: STREET 1: 6144 US 301 SOUTH STREET 2: P O BOX 309 CITY: FOUR OAKS STATE: NC ZIP: 27524 BUSINESS PHONE: 9199632177 8-K 1 a5564837.txt FOUR OAKS FINCORP, INC. 8-K 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): December 10, 2007 FOUR OAKS FINCORP, INC. (Exact name of registrant as specified in its charter) North Carolina 000-22787 56-2028446 (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification Number) incorporation) 6114 U.S. 301 South Four Oaks, North Carolina 27524 (Address of principal executive offices) (Zip Code) (919) 963-2177 Registrant's telephone number, including area code N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On December 10, 2007, Four Oaks Fincorp, Inc. (the "Company"), its wholly-owned subsidiary, Four Oaks Bank & Trust Company ("Four Oaks"), and LongLeaf Community Bank ("LongLeaf") entered into a definitive merger agreement (the "Agreement"), pursuant to which LongLeaf will merge with and into Four Oaks (the "Merger"). Under the terms of the Agreement, each share of LongLeaf common stock will be automatically converted into the right to receive either (i) $16.50 in cash, without interest, (ii) 1.0 share of Company common stock multiplied by an exchange ratio or (iii) 0.60 shares of Company common stock multiplied by the exchange ratio plus an amount equal to $6.60 in cash, all on and subject to the terms and conditions contained in the Agreement. The exchange ratio is equal to $16.50 divided by the volume weighted average of the daily closing sales price of the Company's common stock as quoted on the OTC Bulletin Board during the 20 consecutive trading days ending three business days prior to the closing date of the Merger (the "Average Closing Price"). It is intended that the Merger will qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended. Pursuant to the Agreement, the Average Closing Price can be no higher than $19.3397452 per share and no lower than $14.2945943 per share. In addition, if (a) as of the later of the date of receipt of the required approval of regulatory authorities or the date of approval by LongLeaf shareholders, the average closing price of the Company's common stock is less than 75% of the Average Closing Price as of the date the Agreement was executed and (b) the Company and Four Oaks do not agree to adjust the exchange ratio as permitted by the Agreement, then LongLeaf will have a right to terminate the Agreement. Finally, certain allocation procedures will be used to cause the stock consideration to be paid to LongLeaf shareholders to be between 50% and 70% of the total merger consideration. The completion of the Merger is subject to approval by LongLeaf's shareholders, regulatory approvals and normal and customary closing conditions. At the same time that the Agreement was signed, officers, directors and certain shareholders of LongLeaf entered into an agreement with the Company and Four Oaks pursuant to which each such person agreed, among other things, to vote his or her shares in favor of the Merger. The Merger is expected to close in the first or second quarter of 2008. In addition, under the terms of the Agreement, Four Oaks has agreed to appoint John Bullard, LongLeaf's retiring President and Chief Executive Officer, to its board of directors and to engage him as a consultant, and engage Butch Farrah, formerly the Chief Operating Officer at LongLeaf, to head the Rockingham office as City Executive. The above description of the Agreement does not purport to be a complete statement of the parties' rights and obligations under the Agreement and the transactions contemplated thereby. On December 10, 2007, the parties to the Agreement issued a joint press release announcing the execution of the Agreement. A copy of the joint press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference. FORWARD-LOOKING STATEMENTS Information in this Current Report or in the information filed or furnished with this Current Report contains forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ materially, including without limitation, the possibility that fewer than the required number of LongLeaf shareholders vote to approve the merger; the occurrence of events that would have a material adverse effect on LongLeaf, the Company or Four Oaks as described in the merger agreement, including the risk of adverse operating results, delays in obtaining or failure to receive required regulatory approvals; the risk that the merger agreement could be terminated under circumstances that would require LongLeaf to pay a termination fee of $350,000 to Four Oaks prior to terminating the Agreement and an additional $350,000 if certain transactions are consummated within 12 months after such termination; the risk that the merger will not be consummated; the actual operations of the acquired branches after the acquisition; the ability of Four Oaks Bank to integrate the operations of LongLeaf into its operations; and other uncertainties arising in connection with the proposed merger. Additional factors that could cause actual results to differ materially are discussed in documents filed with the Securities and Exchange Commission (the "SEC") by Four Oaks from time to time, including without limitation Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Except as required by law, Four Oaks does not undertake a duty to update this information. THIS CURRENT REPORT ON FORM 8-K IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. The proposed transaction will be submitted to LongLeaf's shareholders for their consideration. The parties to the Agreement will file a registration statement, a proxy statement/prospectus, and other relevant documents concerning the proposed transaction with the SEC and FDIC. SHAREHOLDERS OF LONGLEAF ARE NOT BEING ASKED TO TAKE ANY ACTION AT THIS TIME BUT ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHERRELEVANT DOCUMENTS FILED WITH THE SEC AND FDIC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about the parties to the Agreement, at the SEC's Website (http://www.sec.gov). Information about Longleaf is available in the public filings it makes with the Federal Deposit Insurance Corporation (FDIC), which are available for inspection at the offices of the FDIC's Accounting and Securities Disclosure Section located at Room F-6043, 550 17th Street, N.W., Washington, DC 20429. One may also obtain copies of Longleaf's reports by calling the FDIC's Accounting and Securities Disclosure Section at (202) 898-8913, by facsimile at (202) 898-8505, or by email at mfields@fdic.gov. Copies of the proxy statement/prospectus and the SEC filings that will be incorporated by reference in the proxy statement/prospectus can be obtained, without charge, by directing a request to Nancy Wise, Four Oaks Fincorp, Inc., 6114 U.S. 301 South, Four Oaks, North Carolina 27524, (919) 963-2177. In addition, copies of the proxy statement/prospectus can be obtained, without charge, by directing a request to Sandy Hunsucker, LongLeaf Community Bank, P.O. Box 1208, Rockingham, North Carolina 28380, (910) 895-1208. Each of the parties to the Agreement and each of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of LongLeaf, in connection with the Merger. Information about the directors and executive officers of the Company and their ownership of the Company's common stock is set forth in the proxy statement, dated April 2, 2007, for the Company's 2007 annual meeting of shareholders held on April 23, 2007, as filed with the SEC on a Schedule 14A. Information about the directors and executive officers of LongLeaf and their ownership of LongLeaf common stock is set forth in the proxy statement, dated April 12, 2007, for LongLeaf's 2007 annual meeting of shareholders held on May 10, 2007 as filed with the FDIC on Schedule 14A. Additional information regarding the interests of LongLeaf's directors and officers may be obtained by reading the proxy statement/prospectus when it becomes available. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibits accompany this Report: Exhibit 99.1 Joint Press Release, dated December 10, 2007 SIGNATURE 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. FOUR OAKS FINCORP, INC. By: /s/ Nancy S. Wise ---------------------------------------- Nancy S. Wise. Chief Financial Officer Date: December 10, 2007 EXHIBIT INDEX Exhibit 99.1 Joint Press Release, dated December 10, 2007 EX-99.1 2 a5564837ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Four Oaks Bank & Trust Company to Acquire LongLeaf Community Bank Acquisition Would Result in Expansion into Two New Markets FOUR OAKS, N.C. & ROCKINGHAM, N.C.--(BUSINESS WIRE)--Dec. 10, 2007--Four Oaks Fincorp, Inc. (OTCBB:FOFN), the holding company for Four Oaks Bank & Trust Company ("Four Oaks"), and LongLeaf Community Bank ("LongLeaf") today announced the signing of a definitive merger agreement providing for the merger of LongLeaf into Four Oaks. The transaction price is fixed at $16.50 per share of LongLeaf's common stock, representing a total transaction value of approximately $13.4 million. Under the terms of the agreement, LongLeaf's shareholders will receive shares of Four Oak's common stock, cash or a combination thereof, subject to limitations. The transaction has been approved by the boards of directors of both companies. It is subject to the approval of LongLeaf's shareholders and regulatory agencies, as well as to other customary conditions of closing. LongLeaf is headquartered in Rockingham, North Carolina and has total assets of approximately $57.6 million and total deposits of approximately $46.9 million. It operates one full-service banking office in Rockingham and another in Southern Pines, which will be new markets for Four Oaks Bank. In announcing the transaction, Ayden R. Lee, Jr., Four Oaks' Chairman, President and Chief Executive Officer said, "LongLeaf's markets are a natural extension of our service area and their core values are closely aligned with our own. In many ways LongLeaf reminds us of our own bank just a few years ago." He added, "We expect that their customers and associates will blend seamlessly into the Four Oaks Bank culture. We share a commitment to the communities we serve through our continuous involvement in community projects and by offering competitive banking products and services." "We believe this partnership will provide excellent opportunities for everyone involved," said John W. Bullard, President and Chief Executive Officer of LongLeaf. "Our customers will have more locations for their convenience and more products to fit their financial needs. Likewise, our employees will now work for a larger organization with additional career growth potential and our shareholders will have the ability to receive stock in what we believe is one of the best performing community banks in the state." "We anticipate employing as many LongLeaf employees as possible in order to maintain the level of service the bank's customers expect and deserve," said Mr. Lee. "While John Bullard is retiring from the bank after the merger, we are pleased he will become a member of the Four Oaks family as a member of our bank's board of directors and as a consultant. We also are excited to announce that Butch Farrah, formerly the Chief Operating Officer at LongLeaf will head the Rockingham office as City Executive. LongLeaf's management team has extensive banking expertise and a deep knowledge of the communities they serve. We believe they will provide the leadership we need and make valuable contributions to our success." The transaction is expected to close during the second quarter of 2008 and to be accretive to Four Oaks' earnings in 2009. About Four Oaks Four Oaks Bank began business as Bank of Four Oaks in June of 1912 in Four Oaks, Johnston County, North Carolina. The bank operated as a unit bank until 1986 when its Clayton, North Carolina branch opened. Presently, there are 13 branches, 14 ATMs and one loan production office operating in 6 counties. Four Oaks Bank has the highest market share of all banks in Johnston County as of June 30, 2007. As of September 30, 2007, Four Oaks Fincorp, Inc. had assets of $683.1 million, loans of $507.0 million, deposits of $514.3 million, and shareholders' equity of $53.8 million. In addition, Four Oaks Fincorp, Inc. had 6.2 million shares outstanding, which are traded on the OTC Bulletin Board under the symbol FOFN and a market capitalization of $98.9 million. Information in this press release contains forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ materially, including without limitation, the possibility that fewer than the required number of LongLeaf shareholders vote to approve the merger; the occurrence of events that would have a material adverse effect on LongLeaf or Four Oaks Bank as described in the merger agreement, including the risk of adverse operating results, delays in obtaining or failure to receive required regulatory approvals; the risk that the merger agreement could be terminated under circumstances that would require LongLeaf to pay a termination fee of $350,000 to Four Oaks prior to terminating the Agreement and an additional $350,000 if certain transactions are consummated within 12 months after such termination; the risk that the merger will not be consummated; the actual operations of the acquired branches after the acquisition; the ability of Four Oaks Bank to integrate the operations of LongLeaf into its operations; and other uncertainties arising in connection with the proposed merger. Additional factors that could cause actual results to differ materially are discussed in documents filed with the Securities and Exchange Commission by Four Oaks from time to time, including without limitation Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Except as required by law, Four Oaks does not undertake a duty to update any forward-looking statements in this press release. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. The proposed transaction will be submitted to LongLeaf's shareholders for their consideration. The parties will file a registration statement, a proxy statement/prospectus, and other relevant documents concerning the proposed transaction with the SEC and FDIC. SHAREHOLDERS OF LONGLEAF ARE NOT BEING ASKED TO TAKE ANY ACTION AT THIS TIME BUT ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AND FDIC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about the parties, at the SEC's Website (http://www.sec.gov). Information about Longleaf is available in the public filings it makes with the Federal Deposit Insurance Corporation (FDIC), which are available for inspection at the offices of the FDIC's Accounting and Securities Disclosure Section located at Room F-6043, 550 17th Street, N.W., Washington, DC 20429. One may also obtain copies of Longleaf's reports by calling the FDIC's Accounting and Securities Disclosure Section at (202) 898-8913, by facsimile at (202) 898-8505, or by email at mfields@fdic.gov. Copies of the proxy statement/prospectus and the SEC filings that will be incorporated by reference in the proxy statement/prospectus can be obtained, without charge, by directing a request to Nancy Wise, Four Oaks Fincorp, Inc., 6114 U.S. 301 South, Four Oaks, North Carolina 27524, (919) 963-2177. In addition, copies of the proxy statement/prospectus can be obtained, without charge, by directing a request to Sandy Hunsucker, LongLeaf Community Bank, P.O. Box 1208, Rockingham, North Carolina 28380, (910) 895-1208. Each of the parties and each of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of LongLeaf, in connection with the Merger. Information about the directors and executive officers of the Company and their ownership of the Company's common stock is set forth in the proxy statement, dated April 2, 2007, for the Company's 2007 annual meeting of shareholders held on April 23, 2007, as filed with the SEC on a Schedule 14A. Information about the directors and executive officers of LongLeaf and their ownership of LongLeaf common stock is set forth in the proxy statement, dated April 12, 2007, for LongLeaf's 2007 annual meeting of shareholders held on May 10, 2007 as filed with the FDIC on Schedule 14A. Additional information regarding the interests of LongLeaf's directors and officers may be obtained by reading the proxy statement/prospectus when it becomes available. CONTACT: Four Oaks Fincorp, Inc. Nancy Wise, 919-963-2177 or LongLeaf Community Bank Sandy Hunsucker, 910-895-1208 -----END PRIVACY-ENHANCED MESSAGE-----