-----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, RtnctXMLBMvXkTpZuJkFB0bDzS+kz6KZeHFYwGTqPAlJbBJEtoJu0sztEtmzO6IY 55+rd1mEbqaXKPYYaDnpjA== 0001193125-05-177371.txt : 20050830 0001193125-05-177371.hdr.sgml : 20050830 20050830165942 ACCESSION NUMBER: 0001193125-05-177371 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050830 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050830 DATE AS OF CHANGE: 20050830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTERSTATE BANKS OF FLORIDA INC CENTRAL INDEX KEY: 0001102266 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 593606741 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32017 FILM NUMBER: 051059414 BUSINESS ADDRESS: STREET 1: 1101 FIRST ST. S. STREET 2: SUITE 202 CITY: WINTER HAVEN STATE: FL ZIP: 33880 BUSINESS PHONE: 8632932600 MAIL ADDRESS: STREET 1: 1101 FIRST ST. S. STREET 2: SUITE 202 CITY: WINTER HAVEN STATE: FL ZIP: 33880 8-K 1 d8k.htm FORM 8-K Form 8-K

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) August 30, 2005

 


 

CENTERSTATE BANKS OF FLORIDA, INC.

(Exact name of registrant as specified in charter)

 


 

Florida   333-95087   59-3606741

(State or other jurisdiction

of incorporation)

  (Commission file number)  

(IRS employer

identification no.)

 

1101 First Street South, Suite 202, Winter Haven, FL   33880
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (863) 293-2600

 

Not Applicable

(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 (see General Instruction A.2. below):

 

¨ 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 8.01. Other Events

 

On August 30, 2005, CenterState Banks of Florida, Inc. issued a press release announcing the execution of a letter of intent to acquire CenterState Bank Mid Florida. A copy of the press release is furnish with this Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

  (a) Exhibits:

 

Exhibit 99.1         Press release dated August 30, 2005

 

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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.

 

CENTERSTATE BANKS OF FLORIDA, INC.
By:  

/s/ James J. Antal


    James J. Antal
    Senior Vice President and
    Chief Financial Officer

 

Date: August 30, 2005

 

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EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

August 30, 2005

 

CenterState Banks of Florida, Inc. to

acquire CenterState Bank Mid Florida

 

WINTER HAVEN, FL. – August 30, 2005 — CenterState Banks of Florida, Inc. Chairman and CEO Ernest S. Pinner and CenterState Bank Mid Florida CEO Timothy A. Pierson jointly announced today that the companies have executed a letter of intent for CenterState Banks of Florida, Inc. to acquire CenterState Bank Mid Florida. The consideration to be offered to CenterState Bank Mid Florida shareholders is $14.50 per share, consisting of $4.35 of cash and $10.15 of CenterState Banks of Florida, Inc. common stock. The aggregate consideration is approximately $14.5 million.

 

CenterState Bank Mid Florida is a new bank that opened for business in January 2004, in Leesburg, Florida, which is in Lake County in the center of the State. Shortly after it opened, it purchased two small Lake County branches from CenterState Banks of Florida, Inc., which was CenterState Banks’ only presence in Lake County. Today the two institutions are announcing a transaction of a larger institution which has increased its market presence in an area that fits very well with CenterState Banks of Florida, Inc.’s overall market strategy.

 

Today, CenterState Bank Mid Florida operates from a total of three locations, all within Lake County. It has total assets of approximately $68.9 million, total loans of $40.6 million, total deposits of $59.8 million, and total equity of approximately $9.0 million. Mr. Pinner is the Chairman of both companies. James Stalnaker, Jr., an executive of CenterState Banks of Florida, Inc., is also a director of CenterState Bank Mid Florida. Mr. Pierson, the President and CEO of CenterState Bank Mid Florida, was previously an executive vice president of a subsidiary bank owned by CenterState Banks of Florida, Inc.

 

CenterState Banks of Florida, Inc. (NASDAQ SYMBOL: CSFL) is a multi bank holding company that operates through four wholly owned bank subsidiaries with 25 locations in seven Counties throughout Central Florida. As of July 31, 2005, it had total assets of approximately $845.9 million, total loans of $487.6 million, total deposits of $693.0 million, and total equity of approximately $95.3 million.

 

The transaction, expected to close within the first quarter of 2006, is expected to be neutral to slightly dilutive to earnings in the first year and accretive to earnings in the second year. CenterState Bank Mid Florida will operate as an additional independent wholly owned subsidiary of the holding company. The transaction is subject to the execution of a definitive agreement and all required shareholder and regulatory approvals.

 

For additional information contact Ernest S. Pinner, CEO, CenterState Banks of Florida, Inc. at 863-293-2600 or Timothy A. Pierson, CEO, CenterState Bank Mid Florida at 352-323-9000.

 

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Some of the statements in this report constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. These statements related to future events, other future financial performance or business strategies, and may be identified by terminology such as “may,” “will,” “should,” “expects,” “scheduled,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “potential,” or “continue” or the negative of such terms or other

 

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comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should specifically consider the factors described throughout this report. We cannot be assured that future results, levels of activity, performance or goals will be achieved.

 

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