UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 15, 2005
CIVITAS BANKGROUP, INC.
(Exact Name of Registrant as Specified in Charter)
| | | | | |
| Tennessee | | 000-27393 | | 62-1297760 |
| (State or Other Jurisdiction of | | (Commission | | (I.R.S. Employer |
| Incorporation) | | File Number) | | Identification No.) |
| | | |
| 4 Corporate Centre | | |
| 810 Crescent Centre Drive, Suite 320 | | |
| Franklin, Tennessee | | 37067 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(615) 383-6619
(Registrant’s Telephone Number, Including Area Code)
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 (seeGeneral Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o 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))
TABLE OF CONTENTS
Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 15, 2005, Civitas BankGroup, Inc., a Tennessee corporation (“Civitas”) consummated the transfer of all of the common stock of its wholly-owned bank subsidiary BankTennessee, a Tennessee corporation (“BankTennessee”), to a group of investors made up of directors of Civitas and BankTennessee. In exchange for all of the outstanding common stock of BankTennessee, Civitas received 2,000,000 shares of Civitas common stock. The transaction was approved by Civitas directors who are not members of the purchasing group. The effective date of the transaction was March 1, 2005.
Item 7.01. Regulation FD Disclosure.
See attached press release.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The following table presents the unaudited pro forma financial information of Civitas BankGroup, Inc. for the year ended December 31, 2004, giving effect to the exchange of 100% of the stock of its BankTennessee subsidiary for 2,000,000 outstanding shares of Civitas common stock:
CIVITAS BANKGROUP, INC
PRO FORMA FINANCIAL STATEMENTS
as of December 31, 2004
(UNAUDITED)
Condensed Balance Sheets (dollars in thousands)
| | | | | | | | | | | | | |
| | | CVBG | | | BKTN | | | Pro forma | |
Assets: | | | | | | | | | | | | |
| Cash and due from banks | | $ | 44,896 | | | $ | 14,449 | | | $ | 30,447 | |
| Securities | | | 242,129 | | | | 36,991 | | | | 205,138 | |
| Loans | | | 573,503 | | | | 135,926 | | | | 437,577 | |
| Allowance for loan losses | | | (6,446 | ) | | | (2,019 | ) | | | (4,427 | ) |
| | | | | | | | | | |
| Loans, net | | | 567,057 | | | | 133,907 | | | | 433,150 | |
| Premises and equipment | | | 21,794 | | | | 6,751 | | | | 15,043 | |
| Other real estate owned | | | 4,446 | | | | 3,653 | | | | 793 | |
| Goodwill | | | 1,526 | | | | — | | | | 1,526 | |
| Other assets | | | 22,373 | | | | 4,110 | | | | 18,263 | |
| | | | | | | | | | |
Total assets | | $ | 904,221 | | | $ | 199,861 | | | $ | 704,360 | |
| | | | | | | | | | |
Liabilities and Shareholder’s Equity: | | | | | | | | | | | | |
| Deposits | | $ | 731,469 | | | $ | 164,596 | | | $ | 566,873 | |
| Notes payable | | | 4,550 | | | | — | | | | 4,550 | |
| Federal funds purchased and securities sold under repurchase agreements | | | 42,943 | | | | 5,042 | | | | 37,901 | |
| Advances from Federal Home Loan Bank | | | 51,000 | | | | 15,000 | | | | 36,000 | |
| Subordinated debentures | | | 12,000 | | | | — | | | | 12,000 | |
| Other liabilities | | | 4,523 | | | | 1,052 | | | | 3,471 | |
| | | | | | | | | | |
Total liabilities | | | 846,485 | | | | 185,690 | | | | 660,795 | |
| | | | | | | | | | |
| Shareholder’s equity | | | 57,736 | | | | 14,171 | | | | 43,565 | (1) |
| | | | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 904,221 | | | $ | 199,861 | | | $ | 704,360 | |
| | | | | | | | | | |
Condensed Statements of Earnings (dollars in thousands)
| | | | | | | | | | | | | |
| | | CVBG | | | BKTN | | | Pro forma | |
| Interest income | | $ | 42,918 | | | $ | 9,986 | | | $ | 32,932 | |
| Interest expense | | | 16,841 | | | | 3,727 | | | | 13,114 | |
| | | | | | | | | | |
Net interest income | | | 26,077 | | | | 6,259 | | | | 19,818 | |
| Provision for loan losses | | | 2,467 | | | | 1,021 | | | | 1,446 | |
| | | | | | | | | | |
Net interest income after provision for loan losses | | | 23,610 | | | | 5,238 | | | | 18,372 | |
| Noninterest income | | | 7,746 | | | | 962 | | | | 9,613 | (1) |
| Noninterest expense | | | 28,824 | | | | 6,915 | | | | 21,909 | |
| | | | | | | | | | |
Income before taxes | | | 2,532 | | | | (715 | ) | | | 6,076 | |
| Income taxes | | | 648 | | | | (293 | ) | | | 941 | |
| | | | | | | | | | |
Net income | | $ | 1,884 | | | $ | (422 | ) | | $ | 5,135 | |
| | | | | | | | | | |
| (1) | | Includes gain of $2,829,000, representing the market value of the 2,000,000 shares of Civitas Common Stock surrendered in excess of the book value of the shares of BankTennessee exchanged. No gain was recognized for federal income tax purposes. |
(c) Exhibits:
| | | | | |
| | 99.1 | | | Press release issued by Civitas BankGroup, Inc., dated March 7, 2005. |
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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.
| | | | | |
| | CIVITAS BANKGROUP, INC.
| |
| | By: | /s/ Andy LoCascio | |
| | | Andy LoCascio | |
| | | Chief Financial Officer | |
| |
Date: March 21, 2005
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EXHIBIT INDEX
| | | | | |
| | 99.1 | | | Press release issued by Civitas BankGroup, Inc., dated March 7, 2005. |
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