-----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, VLGfkh1cVrxIqvectQjI3CJ4CuGPyvC4C9IRV9fMxjfqBHxpJrRjdyvhxCB7fDR8 19hLSKoQUk/H9OMh8SItZg== 0000909654-99-000540.txt : 19991117 0000909654-99-000540.hdr.sgml : 19991117 ACCESSION NUMBER: 0000909654-99-000540 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19991112 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION FINANCIAL BANCSHARES INC CENTRAL INDEX KEY: 0000926164 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 570264560 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 033-80808 FILM NUMBER: 99752970 BUSINESS ADDRESS: STREET 1: 203 WEST MAIN ST STREET 2: C/O PROVIDENT COMMUNITY BANK CITY: UNION STATE: SC ZIP: 29379 BUSINESS PHONE: 8644279000 MAIL ADDRESS: STREET 1: 203 WEST MAIN STREET STREET 2: C/O PROVIDENT COMMUNITY BANK CITY: UNION STATE: SC ZIP: 29379 8-K 1 1 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) November 12, 1999 ----------------- UNION FINANCIAL BANCSHARES, INC. -------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-5735 57-1001177 -------- ------ ---------- (State or other Jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 203 West Main Street, Union, South Carolina 29379-0886 - ------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (864) 427-9000 -------------- Not Applicable -------------- (Former name or former address, if changed since last report.) 2 ITEMS 1, 3, 4, 5, 6, 8 AND 9. NOT APPLICABLE. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. ------------------------------------ As of 11:59 p.m. on November 12, 1999 (the "Effective Time"), the merger of Union Financial Bancshares, Inc., a Delaware corporation ("Union"), and South Carolina Community Bancshares, Inc., a Delaware corporation ("SCCB"), was completed with Union as the surviving corporation. The merger was completed pursuant to an Agreement and Plan of Merger, dated as of July 1, 1999, by and between Union and SCCB (the "Merger Agreement"). In addition, on November 12, 1999, Community Federal Savings Bank, a federally chartered savings bank ("Community Federal"), merged with and into Provident Community Bank, a federally chartered savings bank ("Provident"), with Provident being the surviving corporation, pursuant to the Merger Agreement and the related Plan of Bank Merger, dated as of November 8, 1999, by and between Provident and Community Federal. Pursuant to the Merger Agreement, Quay McMaster, Philip C. Wilkins and John S. McMeekin will be appointed to the Board of Directors of Union and Provident and Mr. Alan Pullen, formerly President and Chief Executive Officer of SCCB and Community Federal, will be appointed Senior Vice President/City Executive of Provident. Pursuant to the Merger Agreement, each outstanding share of SCCB common stock, par value $0.01 per share ("SCCB Common Stock"), has been converted into the right to receive 0.98 shares of Union common stock and par value $0.01 per share ("Union Common Stock"); and $6.54 in cash. Union will issue approximately 535,900 shares of Union Common Stock to the former shareholders of SCCB. The cash portion of the merger consideration will total approximately $3.58 million. Each holder of options to purchase shares of SCCB Common Stock that have been issued by SCCB and that are outstanding at the Effective Time ("SCCB Options") have been cashed out. A total of 42,526 SCCB Options were cashed out at a cost of approximately $144,000. On November 12, 1999, Union issued a press release which reported the closing of the merger with SCCB. The press release announcing the closing of the merger is attached as Exhibit 99.3. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. ------------------------------------------------------------------ (a) As of the date of this filing, it is impracticable to provide financial statements for Union or SCCB. The required financial statements will be filed as soon as possible and in no event later than January 26, 2000. (b) As of the date of this filing, it is impracticable to provide pro forma financial information required pursuant to Article 11 of Regulation S-X. The required pro forma financial information will be filed as soon as possible and in no event later than January 26, 2000. (c) Exhibits. The following Exhibits are filed as part of this report: 2 3 Exhibit No. Description ----------- ----------- 2.1 Agreement and Plan of Merger, dated as of July 1, 1999, by and between Union Financial Bancshares, Inc. and South Carolina Community Bancshares, Inc.* 99.1 Press release issued on November 9, 1999. 99.2 Press release issued on November 10, 1999 99.3 Press release issued on November 12, 1999. *Incorporated by reference to the Form 8-K (SEC File No. 033-80808) filed by Union on July 9, 1999. 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. UNION FINANCIAL BANCSHARES, INC. Dated: November 15, 1999 By: /s/ Dwight V. Neese --------------------------------------- Dwight V. Neese President and Chief Executive Officer 3 EX-99.1 2 1 EXHIBIT 99.1 PRESS RELEASE *FOR IMMEDIATE RELEASE* OTS AND SOUTH CAROLINA BOARD OF FINANCIAL INSTITUTIONS APPROVE MERGER BETWEEN PROVIDENT COMMUNITY BANK AND COMMUNITY FEDERAL SAVINGS BANK Union and Winnsboro, South Carolina (November 5, 1999) -- Union Financial Bancshares, Inc. (Nasdaq: UFBS) and South Carolina Community Bancshares, Inc. (Nasdaq: SCCB) today announced that on October 22, 1999, the OTS approved the merger of Community Federal Savings Bank with and into Provident Community Bank. On November 3, 1999, the South Carolina Board of Financial Institutions also approved the transaction. The South Carolina Board of Financial Institutions' approval was the last regulatory approval necessary to consummate the merger between Union Financial Bancshares, Inc. and South Carolina Community Bancshares, Inc. Under the merger's terms, each share of SCCB common stock will be exchanged for at least 0.817 shares of Union Financial common stock and at least $5.25 in cash. The merger is expected to close on November 12, 1999. Union Financial also announced that it had received approval from Nasdaq for its stock to be listed on the Nasdaq National Market System. Union Financial's stock is expected to be listed on the National Market System when the market opens on November 15, 1999 and will continue to be traded under the ticker symbol "UFBS". For further information contact: Dwight V. Neese President and CEO Union Financial Bancshares, Inc./ Provident Community Bank (864) 427-9000 Alan W. Pullen President and CEO South Carolina Community Bancshares, Inc./ Community Federal Savings Bank (803) 635-5536 EX-99.2 3 1 EXHIBIT 99.2 PRESS RELEASE *FOR IMMEDIATE RELEASE* STOCKHOLDERS OF UNION FINANCIAL BANCSHARES, INC. AND SOUTH CAROLINA COMMUNITY BANCSHARES, INC. APPROVE MERGER Union and Winnsboro, South Carolina (November 10, 1999) -- Union Financial Bancshares, Inc. (Nasdaq: UFBS) and South Carolina Community Bancshares, Inc. (Nasdaq: SCCB) today announced that, at their respective Special Meetings of Stockholders held yesterday, their stockholders overwhelmingly approved the Agreement and Plan of Merger between Union Financial and South Carolina Community, pursuant to which Union Financial will acquire South Carolina Community. Under the terms of the merger agreement, each share of South Carolina Community Bancshares, Inc. common stock will be exchanged for 0.98 shares of Union Financial common stock and $6.54 in cash. On November 4, 1999, the companies announced that they had received approval from the OTS and the South Carolina Board of Financial Institutions to complete the merger and the merger of the companies' wholly owned subsidiaries, Provident Community Bank and Community Federal Savings. The merger is expected to close on November 12, 1999. For further information contact: Dwight V. Neese President and CEO Union Financial Bancshares, Inc./ Provident Community Bank (864) 427-9000 Alan W. Pullen President and CEO South Carolina Community Bancshares, Inc./ Community Federal Savings Bank (803) 635-5536 EX-99.3 4 1 EXHIBIT 99.3 PRESS RELEASE *FOR IMMEDIATE RELEASE* UNION FINANCIAL BANCSHARES, INC. COMPLETES ACQUISITION OF SOUTH CAROLINA COMMUNITY BANCSHARES, INC. Union, South Carolina (November 12, 1999) -- Union Financial Bancshares, Inc. (Nasdaq: UFBS), the holding company for Provident Community Bank, announces that as of 11:59 p.m. today, its acquisition of South Carolina Community Bancshares, Inc. (Nasdaq: SCCB), the holding company of Community Federal Savings Bank, will be completed. Dwight V. Neese, President and Chief Executive Officer of Union Financial commented, "The acquisition of South Carolina Community represents a natural extension of our franchise. We are extremely pleased with this transaction, which will provide us with a sizable share of the adjacent Fairfield County deposit market and further increase our presence within the State of South Carolina." Following the merger, Union Financial will have six banking centers in Union, Jonesville, Laurens and Winnsboro, in addition to its corporate headquarters in Union. It will also have approximately $250 million in assets and $180 million in deposits. In accordance with the terms of the merger agreement, South Carolina Community's stockholders will receive 0.98 shares of Union Financial common stock and $6.54 in cash in exchange for each share of South Carolina Community Bancshares common stock they own. The transaction will be accounted for as a purchase for financial accounting purposes. South Carolina Community's stockholders will receive instructions on how to exchange their stock for the merger consideration in the near future. Union Financial has also previously announced that it has received approval from Nasdaq for its stock to be listed on the Nasdaq National Market System. Union Financial's stock is expected to be listed on the National Market System when the market opens on November 15, 1999 and will continue to be traded under the ticker symbol "UFBS". For further information contact: Dwight V. Neese President and CEO Union Financial Bancshares, Inc./ Provident Community Bank (864) 427-9000 -----END PRIVACY-ENHANCED MESSAGE-----