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
August 31, 2005 (August 31, 2005)
Date of Report (Date of earliest event reported)
ACCESS ANYTIME BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 0-28894 | | 85-0444597 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No) |
5210 Eubank Blvd, NE
Albuquerque, New Mexico 87111
(Address of principal Executive offices)
(505) 299-0900
(Registrant’s telephone number, including area code)
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
ý Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)
Item 8.01 Regulation FD Disclosure
On August 31, 2005, Access Anytime Bancorp, Inc., a Delaware corporation (“Access Anytime”), AccessBank, a federal savings association and a wholly owned subsidiary of Access Anytime, and First State Bancorporation, a New Mexico corporation (“First State”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Access Anytime will merge (the “Merger”) with and into First State with First State surviving. Concurrent with the Merger, First State Bank N.M., a New Mexico state chartered bank and a wholly owned subsidiary of First State, and AccessBank will enter into a subsidiary merger agreement where AccessBank will merge with and into First State Bank N.M. with First State Bank N.M. surviving.
Under the terms of the Merger Agreement, the stockholders of Access Anytime will receive .791 shares of First State common stock in exchange for each share of common stock of Access Anytime, subject to certain possible adjustments as set forth in the Merger Agreement. The exchange ratio is based on the average closing price of First State common stock as reported on the NASDAQ during the 40 consecutive trading days ending on August 30, 2005, and a $17.00 price per share for Access Anytime common stock.
The transaction is subject to various customary closing conditions, including receipt of applicable regulatory approvals and approval by the stockholders of Access Anytime. Certain stockholders of Access Anytime, representing approximately 23% of the outstanding shares of common stock of Access Anytime, have entered into a support agreement, pursuant to which they have agreed to vote their shares in favor of the Merger. In the event of a termination of the Merger Agreement under certain circumstances, Access Anytime may be required to pay First State a termination fee as set forth in the Merger Agreement.
On August 31, 2005, Access Anytime issued a press release (the “Press Release”) announcing the execution of the Merger Agreement.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Press Release, which is filed as an Exhibit hereto, and is incorporated by reference. Access Anytime will file the information required by Item 1.01 in a separate Current Report on Form 8-K.
In connection with the proposed merger, Access Anytime will file proxy statements and other relevant materials with the Securities and Exchange Commission (the “SEC”). Stockholders of Access Anytime and other investors are urged to read these documents (if and when they become available) and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about Access Anytime, First State and the Merger. Stockholders and other investors may obtain these documents (and any other documents filed by Access Anytime with the SEC) free of charge at the SEC’s website at www.sec.gov. In addition, documents filed with the SEC by Access Anytime will be available free of charge by directing such request to Access Anytime’s Corporate Secretary at the following address: Access Anytime BanCorp, Inc., 801 Pile Street, P.O. Box 1569, Clovis, New Mexico 88101, (505) 762-4417.
Access Anytime and its respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Access Anytime in favor of the
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acquisition. Information about the executive officers and directors of Access Anytime and their ownership of Access Anytime common stock or other possible interests in the transaction is included in the proxy statement for Access Anytime’s 2005 Annual Meeting of Stockholders, which was filed with the SEC on March 23, 2005 and in the proxy statement relating to the merger when it becomes available.
Item 9.01 Financial Statements and Exhibits |
|
| (c) | Exhibits |
Exhibit Number | | Description |
| | |
99.1 | | Press release dated August 31, 2005 |
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.
| ACCESS ANYTIME BANCORP, INC. |
| | |
DATE: August 31, 2005 | | |
| By: | /s/ Norman R. Corzine | |
| Norman R. Corzine, Chairman of the Board
and Chief Executive Officer |
| (Duly Authorized Representative) |
EXHIBIT INDEX
Exhibit Number | | Description |
| | |
99.1 | | Press Release dated August 31, 2005. |
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