-----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, IZugjhh+ZbGbtU8Lw+AbyDXJ0C35MUZ/xNKSnsfWIlw+WkhtqAX9ceY9UW9dqBDa 5hIPzY/Y1YEnVzAoObOHfA== 0000919805-96-000015.txt : 19961204 0000919805-96-000015.hdr.sgml : 19961204 ACCESSION NUMBER: 0000919805-96-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960531 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961202 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COASTAL BANCORP INC/TX/ CENTRAL INDEX KEY: 0000919805 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 760428727 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24526 FILM NUMBER: 96675033 BUSINESS ADDRESS: STREET 1: 8 GREENWAY PLAZA STREET 2: STE 1500 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 7136232600 MAIL ADDRESS: STREET 1: 8 GREENWAY PLZ STREET 2: STE 1500 CITY: HOUSTON STATE: TX ZIP: 77046 8-K 1 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): NOVEMBER 30, 1996 COASTAL BANCORP, INC. (Exact name of registrant as specified in its articles) TEXAS 0-24526 76-0428727 (State or other jurisdiction Commission File Number (IRS Employer of incorporation) Identification No.) COASTAL BANC TOWER, 8 GREENWAY PLAZA, SUITE 1500, HOUSTON, TEXAS 77046 (Address of principal executive offices) Registrant's telephone number, including area code: (713) 623-2600 Not Applicable (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On November 30, 1996, Coastal Banc Holding Company, Inc. (the "Company") became a unitary savings bank holding company in accordance with the terms of an Agreement and Plan of Reorganization, dated August 19, 1996 (the "Agreement"), by and among Coastal Bancorp, Inc. ("Bancorp"), Coastal Banc ssb (the "Bank"), Coastal Banc Interim State Savings Bank ("Interim") and the Company. Pursuant to the Agreement: (1) the Company was organized as a wholly owned subsidiary of the Bank; (2) Interim was organized as a wholly owned subsidiary of the Company; (3) Interim merged with and into the Bank, with the Bank as the surviving institution, and (4) upon such merger, (i) the outstanding shares of common stock, par value $0.00017 per share, of the Bank held by Bancorp became, by operation of law, on a one-for-one basis, common stock, par value $.01 per share, of the Company, (ii) the common stock of Interim held by the Company was converted into common stock of the Bank and (iii) the common stock of the Company held by the Bank was cancelled (together, the "Reorganization"). Accordingly, the Bank became a wholly owned subsidiary of the Company and the Company became a wholly-owned subsidiary of Bancorp. The Company acquired the Bank, which is located at Coastal Banc Tower, 8 Greenway Plaza, Suite 1500, Houston, Texas 77046, as of the close of business November 30, 1996, and acquired all of the issued and outstanding shares of the common stock thereof in the reorganization. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) No financial statements are required. (b) No pro forma financial information is required. (c) Exhibits (Exhibit numbers conform to Item 601 of Regulation S-K): (2) Agreement and Plan of Reorganization 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 thereunto duly authorized. COASTAL BANCORP, INC. By: /s/ Manuel J. Mehos Manuel J. Mehos President and Chief Executive Officer Dated: December 2, 1996 EXHIBIT 2 Agreement and Plan of Reorganization AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG COASTAL BANCORP, INC., COASTAL BANC SSB, COASTAL SAVINGS BANK SSB, COASTAL BANC INTERIM STATE SAVINGS BANK AND COASTAL BANC HOLDING COMPANY, INC. AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND PLAN OF REORGANIZATION, dated as of August 19, 1996 ("Agreement"), is by and among Coastal Bancorp, Inc. ("Bancorp"), Coastal Banc ssb, a Texas-chartered savings bank whose accounts are issued by the Savings Association Insurance Fund ("SAIF") administered by the Federal Deposit Insurance Corporation ("FDIC") (the "SAIF Bank"), Coastal Savings Bank ssb, a Texas-chartered savings bank in organization whose accounts are to be insured by the Bank Insurance Fund ("BIF") administered by the FDIC ("BIF Bank"), Coastal Banc Interim State Savings Bank, a to-be-formed interim Texas savings bank which will be organized for the sole purpose of consummating the reorganization provided for herein ("Interim"), and Coastal Banc Holding Company, Inc., a Delaware-chartered business corporation ("Holding Company"), all of the aforesaid entities collectively referred to herein as the "Parties" or individually as a "Party." WITNESSETH: WHEREAS, the Boards of Directors of the SAIF Bank and the BIF Bank (collectively referred to herein as the "Banks") have determined that it is in the best interests of the Banks and their sole stockholder, Bancorp, for the Banks' ownership structure to be reorganized so that all of the voting common stock of both Banks is held directly by a Delaware-chartered holding company, in accordance with the terms and conditions of this Agreement; and WHEREAS, the reorganization provided for herein is to be accomplished through the following steps: (1) the Holding Company, a recently formed Delaware business corporation which is a first tier subsidiary of the SAIF Bank, will become the sole stockholder of a to-be-formed interim Texas savings bank, subsequently becoming the sole holder of all of the common stock, $0.00017 par value per share, of the SAIF Bank (the "SAIF Bank Common Stock"); (2) the formation of Interim as an interim Texas savings bank, all of the outstanding stock of which will be held by the Holding Company; and (3) the merger of Interim with and into the SAIF Bank (the "Merger"), with the SAIF Bank being the resulting institution ("Resulting Institution") and with Interim ceasing to exist as a corporate entity. Pursuant to such Merger, (i) all of the issued and outstanding common stock of the Holding Company, $.01 par value per share ("Holding Company Common Stock"), held by the SAIF Bank will be cancelled; (ii) all of the issued and outstanding shares of common stock of Interim shall automatically, by operation of law, be converted into, and shall become, on a one-for-one basis, fully paid and non-assessable shares of SAIF Bank Common Stock; (iii) all of the issued and outstanding shares of SAIF Bank Common Stock will be automatically converted by operation of law, on a one-for-one basis, into an equal number of issued and outstanding shares of Holding Company Common Stock; and (iv) Bancorp will, immediately thereafter contribute 100% of the voting common stock of BIF Bank to Holding Company. NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, and in accordance with Texas and federal law and regulations, Bancorp, the Banks, Interim and the Holding Company hereby agree that, subject to the conditions hereinafter set forth, Interim shall be merged with and into the SAIF Bank with the SAIF Bank surviving as the Resulting Institution. The terms and conditions of the Reorganization shall be as follows: 1. REGULATORY APPROVALS. (a) The Reorganization shall not become effective until this Agreement and the transactions contemplated hereby have received the approval, if required, of the Commissioner of the Texas Savings and Loan Department (the "Department"), the Federal Deposit Insurance Corporation (the "FDIC"), the Office of Thrift Supervision (the "OTS") and all other regulatory agencies having jurisdiction over the Reorganization, if any. (b) The shares of Holding Company Common Stock to be issued to the sole holder of the SAIF Bank Common Stock pursuant to this Agreement shall have been registered or qualified for such issuance, or exempted therefrom, under the Securities Act of 1933, as amended, and all applicable state securities laws. (c) Bancorp, the Banks, Interim and the Holding Company shall have obtained all other consents, permissions and approvals required, appropriate or deemed necessary, from any other governmental agencies or other third parties and shall have taken all actions required by law or agreement, by Bancorp, the Banks, Interim or the Holding Company, prior to the consummation of the Agreement. 2. IDENTITY AND NAME OF RESULTING INSTITUTION. The Resulting Institution in the Reorganization and Merger shall be the SAIF Bank, which shall operate under the name "Coastal Banc ssb." 3. OFFICES OF RESULTING INSTITUTION. The home office of the SAIF Bank, as the Resulting Institution in the Merger, shall be its present office located at Coastal Banc Tower, 8 Greenway Plaza, Suite 1500, Houston, Texas 77046. The locations of the offices of the Resulting Institution are set forth in Exhibit A attached hereto and made a part of this Agreement. In addition, the Resulting Institution shall operate branch offices at such additional locations as may be approved by the Department. 4. THE RESULTING INSTITUTION'S ARTICLES OF INCORPORATION AND BYLAWS. The Articles of Incorporation and Bylaws of the SAIF Bank as in effect immediately prior to the effectiveness of the Merger shall be the Articles of Incorporation and Bylaws of the Resulting Institution, with no amendment being made as part of the Reorganization. 5. EFFECTIVE DATE. The effective date of the Reorganization ("Effective Date") shall be the date as soon as practicable after the issuance and/or execution by the Department, the OTS and any other federal or state regulatory agencies, of all approvals, certificates and documents as may be required in order to cause Reorganization to become effective, and the expiration of any required waiting periods. 6. BANK STOCKHOLDER APPROVAL. The prior written consent of Bancorp, the sole stockholder of the outstanding SAIF Bank Common Stock and the BIF Bank Common Stock entitled to be cast at a meeting of the stockholders, shall be required to approve this Agreement. 7. INTERIM STOCKHOLDER APPROVAL. The prior written consent of the Holding Company, as the sole stockholder of Interim, shall be required to approve this Agreement. 8. CONVERSION OF OUTSTANDING BANK COMMON STOCK; EFFECT ON BANK PREFERRED STOCK. (a) Each share of SAIF Bank Common Stock issued and outstanding immediately prior to the Effective Date shall thereupon as part of the Reorganization be automatically converted by operation of law into and become one newly issued share of Holding Company Common Stock. The Holding Company, as sole stockholder of Interim, shall (i) issue such shares of Holding Company Common Stock to Bancorp, the sole stockholder of the SAIF Bank Common Stock, upon receipt of certificates representing shares of SAIF Bank Common Stock, and (ii) upon the effectiveness of the Reorganization, cancel all previously outstanding shares of Holding Company Common Stock, which shares shall all be owned by the Bank. As of the Effective Date, Bancorp, the holder of the SAIF Bank Common Stock, shall cease to have any rights with respect to SAIF Bank Common Stock and its sole rights on and following the Effective Date shall be with respect to Holding Company Common Stock for which its shares of SAIF Bank Common Stock have been converted as a result of the Reorganization. All shares of Holding Company Common Stock into which shares of SAIF Bank Common Stock shall have been converted pursuant to this Section 8 shall be deemed to have been issued in full satisfaction of all rights pertaining to such converted shares. (b) The Merger shall have no effect on the Noncumulative Perpetual Preferred Stock, Series A or the Noncumulative Perpetual Preferred Stock, Series B (the "Series B Preferred Stock") of the SAIF Bank, which shall continue to be preferred stock of the SAIF Bank subsequent to the consummation of the Merger. However, immediately subsequent to the Merger, Bancorp shall contribute all of the shares of the Series B Preferred Stock that it owns to Holding Company in exchange for one thousand (1,000) shares of the 11.13% noncumulative preferred stock of the Holding Company ("Holding Company Preferred Stock"), which Holding Company Preferred Stock shall have substantially the same terms and conditions as the Series B Preferred Stock. 9. SOLE STOCKHOLDER OF INTERIM. The common stock of Interim owned by the Holding Company, as its sole stockholder immediately prior to the effectiveness of the Reorganization, shall upon the Effective Date be automatically converted by operation of law into and become shares of SAIF Bank Common Stock equal in number to the number of shares of common stock of Interim outstanding immediately prior to the effectiveness of the Reorganization. 10. COMMON STOCK OF BIF BANK. All of the issued and outstanding shares of BIF Bank voting common stock owned by Bancorp immediately prior to the Merger shall, immediately after the Merger, be contributed by Bancorp to the Holding Company, resulting in the Holding Company owning one hundred percent (100%) of the issued and outstanding voting common stock of the BIF Bank immediately subsequent to the Merger. 11. DEPOSITS OF THE BANK. All deposit accounts of the Bank shall be and will become deposits in the Resulting Institution without change in their respective terms, interest rates, maturities, minimum required balances or withdrawal values. After the Effective Date, the Resulting Institution will continue to issue deposit accounts on the same basis as immediately prior to the Effective Date. After the Effective Date, all deposits held by the SAIF Bank shall be insured by the SAIF and the BIF to the extent so insured prior to the Effective Date and all deposits held by the BIF Bank shall be insured by the BIF to the extent so insured prior to the Effective Date. 12. EFFECT OF MERGER. Upon the Effective Date of the Merger, all assets and property (real, personal and mixed, tangible and intangible, choses in action, rights and credits) then owned by the SAIF Bank or Interim or which would inure to either of them, shall immediately by operation of law and without any conveyance, transfer or further action, become the property of the Resulting Institution, which shall have, hold and enjoy them in its own right as fully and to be the same extent as they were possessed, held and enjoyed by the SAIF Bank and Interim immediately prior to the Effective Date of the Reorganization. The Resulting Institution shall be deemed to be a continuation of the entity of both the SAIF Bank and Interim and all of the rights and obligations of the SAIF Bank and Interim shall remain unimpaired; and the Resulting Institution, upon the Effective Date of the Reorganization, shall succeed to all those rights and obligations and the duties and liabilities connected therewith. The business conducted by the SAIF Bank prior to the Merger will be unaffected by the Merger. 13. DIRECTORS. The names and terms of those persons who shall be directors of the Resulting Institution are set forth in Exhibit B attached hereto and made a part of this Agreement. Each such director shall serve for the term which expires at the next annual meeting of stockholders or until a successor director is elected and qualified. The Reorganization involves no change in the Board of Directors of the SAIF Bank or the BIF Bank. 14. OFFICERS. The Reorganization involves no change in the officers of the Banks. The officers of the SAIF Bank immediately prior to the Effective Date shall become the officers of the Resulting Institution immediately thereafter. 15. INCOME TAX MATTERS. The parties hereto shall have received an opinion of counsel or its independent auditors, satisfactory to them in form and substance, with respect to the federal income tax consequences of the Agreement and the formation of a holding company, as contemplated herein. 16. EMPLOYEE BENEFIT PLANS. All of the SAIF Bank's existing employee benefit plans, including any retirement plan, will be unchanged by the Reorganization. The Holding Company and the SAIF Bank shall make appropriate amendments to the employee benefit plans to reflect the Merger, without adverse effect upon the rights outstanding thereunder. 17. ABANDONMENT OF AGREEMENT. (a) This Agreement may be abandoned by the SAIF Bank, at any time before the Effective Date in the event that (a) any action, suit, proceeding or claim has been instituted, made or threatened relating to this Agreement which shall make consummation of the Reorganization inadvisable in the opinion of the SAIF Bank; or (b) for any other reason, consummation of the Reorganization contemplated by this Agreement is inadvisable in the opinion of the SAIF Bank. (b) Such abandonment shall be effective by written notice by the SAIF Bank to the other Parties, authorized or approved by the SAIF Bank's Board of Directors. Upon the giving of such notice, this Agreement shall be terminated and there shall be no liability hereunder or on account of such termination on the part of Bancorp, the Banks, Interim or the Holding Company or the directors, officers, employees, agents, or stockholders of any of them. In the event of abandonment of the Agreement, the Bank shall pay fees and expenses incurred by itself, Bancorp, the BIF Bank and Interim and Holding Company in connection with the Agreement and the Reorganization contemplated thereby. The SAIF Bank shall promptly furnish a copy of such written notice to the Department, the FDIC and the OTS. 18. AMENDMENT OF THE AGREEMENT. (a) This Agreement may be amended or modified at any time by mutual agreement of the Boards of Directors of Bancorp, the Banks, Interim and the Holding Company (i) prior to the approval hereof by the sole stockholder of the SAIF Bank, in any respect, and (ii) subsequent to such approval, in any respect, provided that the sole stockholder subsequently approves of such amendment or modification. (b) Any of the terms or conditions of this Agreement which may be legally waived may be waived at any time by any Party hereto which is, or the stockholders of which, are entitled to the benefit thereof, or by actions taken or authorized by the Board of Directors of such Party. 19. GOVERNING LAW. This Agreement is made pursuant to, and shall be construed and be governed by, the laws of the State of Texas and of the United States, and the rules and regulations promulgated thereunder, including without limitation, the rules and regulations of the Department, the FDIC and the OTS. In the event of a conflict, federal law will apply. 20. ALL TERMS INCLUDED. This Agreement sets forth all terms, conditions, agreements and understandings of Bancorp, the Banks, Interim and the Holding Company with respect to the Reorganization. 21. COUNTERPARTS. This Agreement may be executed in several identical counterparts, each of which when executed by the Parties and delivered shall be an original, but all of which together shall constitute a single instrument. In making proof of the Agreement, it shall not be necessary to produce or account for more than one such counterpart. 22. ASSIGNMENT. The rights and obligations of the Parties hereto may not be assigned without the prior written consent of the other Parties. This Agreement shall be binding upon, and shall insure to the benefit of, the Parties and their respective successors and permitted assignees. 23. EXECUTION BY INTERIM. The Bank and the Holding Company acknowledge that as of the date hereof, Interim is in organization and has not received its Articles of Incorporation from the Department. Therefore, Interim does not have the legal capacity to execute this Agreement as of the date hereof. The Holding Company agrees to cause Interim to execute this Agreement promptly following the organization of Interim upon receipt of Department approval for Interim to be organized. The Bank and the Holding Company agree to be bound by this Agreement prior to and following such execution by the Interim. IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed on its behalf by its officers thereunto duly authorized, all as of the date first above written. COASTAL BANCORP, INC. By: /s/ Manuel J. Mehos Manuel J. Mehos, Chairman of the Board, President and Chief Executive Officer Attest: /s/ Linda B. Frazier Linda B. Frazier, Secretary COASTAL BANC SSB By: /s/ Manuel J. Mehos Manuel J. Mehos, Chairman of the Board, President and Chief Executive Officer Attest: /s/ Linda B. Frazier Linda B. Frazier, Secretary COASTAL BANC HOLDING COMPANY, INC. By: /s/ Manuel J. Mehos Manuel J. Mehos, Chairman of the Board, President and Chief Executive Officer Attest: /s/ Linda B. Frazier Linda B. Frazier, Secretary COASTAL BANC SAVINGS BANK, SSB By: /s/ Manuel J. Mehos Manuel J. Mehos, Chairman of the Board, President and Chief Executive Officer Attest: /s/ Linda B. Frazier Linda B. Frazier, Secretary COASTAL BANC INTERIM STATE SAVINGS BANK By: /s/ Manuel J. Mehos Manuel J. Mehos, Chairman of the Board, President and Chief Executive Officer Attest: /s/ Linda B. Frazier Linda B. Frazier, Secretary EXHIBIT A TO AGREEMENT LIST OF ALL OFFICES OF THE RESULTING INSTITUTION Executive, Administrative and Home Office Coastal Tower 8 Greenway Plaza, Suite 1500 Houston, Texas 77046 No. Name and Location of Bank Office 1 Port Lavaca Branch 1329 North Virginia Port Lavaca, Texas 77979 2 Greenway Branch 8 Greenway Plaza, Suite 100 Houston, Texas 77046 3 Fondren Branch 9712 Fondren Houston, Texas 77096 4 Columbus Branch 408 Walnut Columbus, Texas 78934 5 Katy Branch 870 S. Mason, #100 Katy, Texas 77450 6 Schulenburg Branch 602 Lyons Schulenburg, Texas 78956 7 Sealy Branch 325 Meyer Street Sealy, Texas 77474 8 Weimar Branch 116 E. Post Office Weimar, Texas 78962 9 Wharton Branch 323 Boling Road Wharton, Texas 77488 10 Dickinson Branch 1621 Pine Drive Dickinson, Texas 77539 11 San Benito Branch 295 West Highway 77 San Benito, Texas 78586 12 Blalock Branch 1260 Blalock, Suite 100 Houston, Texas 77055 13 Tomball Branch 620 W. Main Tomball, Texas 77375 14 Merchants Park Branch 915-H North Shepherd Houston, Texas 77008 15 Champions Park Branch 6810 FM 1960 West Houston, Texas 77069 16 Victoria Branch 7602 N. Navarro Victoria, Texas 77904 17 Harlingen Branch 2308 So. 77 Sunshine Strip, Suite #1 Harlingen, Texas 78550 18 McAllen Branch 4900 N. 10th Street, #G-1 McAllen, Texas 78504 19 Leopard Branch 10838 Leopard Street, Suite B Corpus Christi, Texas 78410 20 Weber Road Branch 4060 Weber Road Corpus Christi, Texas 78411 21 Brenham Branch 301 E. Main Street Brenham, Texas 77833 22 Conroe Branch 1192 W. Dallas Conroe, Texas 77301 23 Broadway Branch* 6100 Broadway San Antonio, Texas 78209 24 Vance Jackson Branch* 4400 Vance Jackson San Antonio, Texas 78230 25 Blanco Road Branch* 6610 Blanco Road San Antonio, Texas 78216 26 Giddings Branch P.O. Box 740 708 E. Austin Giddings, TX 78942 27 Mason Branch 204 Westmoreland Mason, TX 76856 ___________________ * To be acquired by Compass Bank - San Antonio. 28 Burnet Branch P.O. Box 239 101 E. Polk Burnet, TX 78611 29 Kingsland Branch P.O. Box 445 531-A Highway 1431 Kingsland, TX 78639 30 Marble Falls Branch P.O. Box 307 904 Highway 281 North Marble Falls, TX 78654 31 Buchanan Dam Branch P.O. Box 26 Highway 29 W Buchanan Dam, TX 78609 32 Llano Branch P.O. Box 130 907 Ford Llano, TX 78643 33 Fort Bend Branch 2353 Town Center Drive Sugar Land, Texas 77478 34 Voss Road Branch 1629 S. Voss Road Houston, Texas 77057 35 Westheimer 5718 Westheimer, Suite 100 Houston, Texas 77057 36 Westwood 7909 Parkwood Circle Drive Houston, Texas 77036 37 Katy-Pin Oak 1250 Pin Oak Road Katy, Texas 77494 38 Richmond 2120 Thompson Highway Richmond, Texas 77469 39 Austin 7200 North Mopac Austin, Texas 78731 MORTGAGE BANKING OFFICE: CBS Mortgage Corp. 6161 Savoy, Suite 600 Houston, Texas 77036 EXHIBIT B TO AGREEMENT LIST OF ALL DIRECTORS OF RESULTING INSTITUTION
NAME TERM Robert Edwin Allday 1997 D. Fort Flowers, Jr. 1997 Dennis S. Frank 1997 Robert E. Johnson, Jr. 1997 Manuel J. Mehos 1997 James C. Niver 1997 Clayton T. Stone 1997
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