-----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, JS9hZX1XZvDcbty2KTMgkzjXaOT7JFiq4ffQp5TTPww6+CaGcSOehJ2MgXLAjkUi Atsl+oGT7QUX15SPQ8WeAA== 0000950129-97-004420.txt : 19971030 0000950129-97-004420.hdr.sgml : 19971030 ACCESSION NUMBER: 0000950129-97-004420 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971010 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971029 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY BANCSHARES INC CENTRAL INDEX KEY: 0000785813 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521489098 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-16234 FILM NUMBER: 97702973 BUSINESS ADDRESS: STREET 1: 1275 PENNSYLVANIA AVE., N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202-496-40 MAIL ADDRESS: STREET 1: 1275 PENNSYLVANIA AVE NW CITY: WASHINGTON STATE: DC ZIP: 20004 8-K 1 CENTURY BANCSHARES, INC. - 10/10/97 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE COMMISSION Date of Report (Date of earliest event reported) October 10, 1997 CENTURY BANCSHARES, INC (Exact name of registrant as specified in its charter) DELAWARE 0-16234 52-1489098 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 1275 Pennsylvania Avenue, N. W., Washington, D. C. 20004 (Address of principal office) (Zip Code)
Registrant's telephone number, including area code (202) 496-4000 2 Item 5. Other Events. On October 10, 1997 Century Bancshares, Inc. (the "Company") completed the previously announced purchase and assumption of the deposits and certain other liabilities of the branch of Eastern American Bank, FSB ("Eastern American") located at 6832 Old Dominion Drive, McLean, Virginia (the "McLean Branch"). As part of the transaction, the Company's wholly-owned subsidiary, Century National Bank (the "Bank") assumed approximately $28.0 million in deposits at the McLean Branch, and also assumed the obligations under the related lease and acquired approximately $9.0 million in mortgage loans from Eastern American's portfolio. The assumption of the deposits and other liabilities by the Bank was made pursuant to a Purchase and Assumption Agreement between the Bank and Eastern American dated July 24, 1997, as amended August 15, 1997 and October 10, 1997 (the "EAB Agreement"). In consideration of the assumption of the deposits and other liabilities, Eastern American made a cash transfer to the Bank on the Closing Date of $17,282,863, representing the total amount of the liabilities assumed, less the sum on the closing date of (i) the value of vault cash at the McLean Branch, (ii) the net book value of the leasehold improvements and the personal property located at the McLean Branch, (iii) the amount of the security deposit related to the lease of the McLean Branch, (iv) the unpaid balance of the designated mortgage loans and certain overdraft protection loans, (v) certain proration items, and (v) a deposit premium of $1,525,783, equal to 5.6% of the balance of the deposits assumed as of the closing date, excluding deposits of affiliates of Eastern American and certain other types of deposits. In connection with the transaction, Eastern American has agreed, for a period of two years after the closing, that neither Eastern American nor any of its subsidiaries, affiliates, successors or assigns will enter into any agreement to acquire, lease, purchase, own, operate or use any building or other facility within a two and one-half mile radius of the branch location for the purpose of accepting deposits or cashing checks. In addition, Eastern American has agreed that neither it nor its subsidiaries or affiliates (including the directors, officers, employees or principal shareholders), successors or assigns will, for a period of two years after closing, solicit deposits, loans or other business from customers whose deposits are assumed, or whose loans are acquired, pursuant to the EAB Agreement. In connection with the transaction, the Bank assumed Eastern American's lease for the branch location at 6832 Old Dominion Drive, McLean, Virginia. The McLean Branch is located in Fairfax County, Virginia, in what is referred to locally as "Old McLean." The branch premises consist of 2,077 square feet which are under lease through September 30, 2003, with one additional five-year renewal option. -2- 3 Item 7. Financial Statements and Exhibits. (c) Exhibits. 2.1 Purchase and Assumption Agreement dated July 24, 1997 by and between Century Bancshares, Inc. and Eastern American Bank, FSB (incorporated by reference to Exhibit No. 10.12 filed as part of the Registration Statement on Form S-1 (Registration No. 333-34057) of Century Bancshares, Inc. 2.2 Amendment No. 1 dated August 14, 1997 to Purchase and Assumption Agreement dated July 24, 1997 between Century Bancshares, Inc. and Eastern American Bank, FSB (incorporated by reference to Exhibit No. 10.13 filed as part of the Registration Statement on Form S-1 (Registration No. 333-34057) of Century Bancshares, Inc. 2.3 Amendment No. 2 dated October 10, 1997 to Purchase and Assumption Agreement dated July 24, 1997 between Century Bancshares, Inc. and Eastern American Bank, FSB (filed herewith) -3- 4 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. Date: October 29, 1997 CENTURY BANCSHARES, INC. By: /s/ JOSEPH S. BRACEWELL ----------------------------------- Joseph S. Bracewell President -4- 5 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------ ----------- 2.1 Purchase and Assumption Agreement dated July 24, 1997 by and between Century Bancshares, Inc. and Eastern American Bank, FSB (incorporated by reference to Exhibit No. 10.12 filed as part of the Registration Statement on Form S-1 (Registration No. 333-34057) of Century Bancshares, Inc. 2.2 Amendment No. 1 dated August 14, 1997 to Purchase and Assumption Agreement dated July 24, 1997 between Century Bancshares, Inc. and Eastern American Bank, FSB (incorporated by reference to Exhibit No. 10.13 filed as part of the Registration Statement on Form S-1 (Registration No. 333-34057) of Century Bancshares, Inc. 2.3 Amendment No. 2 dated October 10, 1997 to Purchase and Assumption Agreement dated July 24, 1997 between Century Bancshares, Inc. and Eastern American Bank, FSB (filed herewith) EX-2.3 2 AMEND.#2 TO PURCHASE & ASSUMPTION AGREEMENT 1 EXHIBIT 2.3 AMENDMENT NO. 2 TO PURCHASE AND ASSUMPTION AGREEMENT BY AND BETWEEN EASTERN AMERICAN BANK, FSB AND CENTURY NATIONAL BANK This AMENDMENT NO. 2 (the "Amendment") to the Purchase and Assumption Agreement dated as of July 24, 1997, as amended by Amendment No. 1 dated August 15, 1997 (the "Agreement"), by and between EASTERN AMERICAN BANK, FSB ("Seller") and CENTURY NATIONAL BANK ("Purchaser) is dated as of October 10, 1997. The Agreement provides for the acquisition of certain assets and assumption of certain liabilities of the Seller by the Purchaser. Section 9.01 of the Agreement provides that the Agreement may be amended by the parties thereto by a written instrument signed by Purchaser and Seller. The parties wish to amend the Agreement to revise certain terms set forth in the Agreement. All capitalized terms used in this Amendment without definition are used as defined in the Agreement. Accordingly, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. As the notice period ("notice period") for a change in custodian required to be given to IRA account holders pursuant to Seller's Individual Retirement Custodial Account agreement will not expire until after the planned October 10, 1997 Closing under the Agreement, the parties agree that, notwithstanding anything to the contrary in the Agreement: (a) the Deposits relating to the IRAs at the Branch will be transferred to and assumed by Purchaser at Closing in accordance with the terms of the Agreement; (b) the full amount of the Premium in respect of the Deposits relating to such IRAs shall be paid by Purchaser on the Closing Date in accordance with the provisions of the Agreement, subject to adjustment in accordance with the provisions of Section 1.06(b); (c) except to the extent that any IRA account holder agrees in writing to the earlier appointment of Purchaser as successor custodian for such account holder's IRA, Seller shall remain custodian of the IRAs at the Branch until the expiration of the notice period, at which time Purchaser shall become the successor custodian for such IRAs in accordance with the Agreement and the terms of the Individual Retirement Custodial Account agreement and Seller's tax reporting obligations pursuant to the Agreement shall continue until transfer of the custodianship is effective; (d) in the event that any IRA account holder appoints a successor custodian for such account holder's account other than Purchaser, Purchaser shall, not later than the next business day following notice by Seller to Purchaser, transfer the full amount of the deposit balance in such account (including all interest or other income earned on account funds between the Closing Date and date of retransfer, and subject to adjustment for any permitted increases or reductions in the 2 account balance) to Seller, or to the extent agreed upon by Seller and Purchaser, to the successor custodian appointed by the account holder, and Seller shall pay to Purchaser the amount of Premium paid by Purchaser as of the Closing Date for the Deposits relating to such account (as such Premium may have been adjusted in accordance with Section 1.06(b)), together with interest on such amount from the Closing Date to the date of payment, computed in accordance with Section 1.06(b). Seller shall pay such amounts relating to all such accounts to Purchaser in a single payment, delivered not later than five (5) days following the expiration of the notice period. 2. Seller agrees to and does hereby indemnify, defend and hold Purchaser harmless from any loss, demand, obligation, cost, expense or liability (including reasonable attorney's fees and expenses) arising out of any actions, suits or other proceedings involving the transfer of the IRAs, custodianship arrangements or related deposit accounts in accordance with the terms of this Amendment. The obligations of Seller pursuant hereto shall survive the Closing. 3. The phrase "and, to the extent applicable, federal law" shall be added at the end of Section 9.06 of the Agreement. 4. As amended hereby, the Agreement is in all respects ratified, confirmed and approved and shall remain in full force and effect. 5. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall be deemed to constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. EASTERN AMERICAN BANK, FSB By: /s/ JAMES M. MILLER ---------------------------------------- James M. Miller, President and CEO CENTURY NATIONAL BANK By: /s/ JOSEPH S. BRACEWELL ---------------------------------------- Joseph S. Bracewell, President -2- -----END PRIVACY-ENHANCED MESSAGE-----