U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 30, 1996
HOMELAND BANKSHARES CORPORATION
Commission file number: 0-14507
Incorporated in Iowa I.R.S. Employer Identification
No. 42-1168487
229 EAST PARK AVENUE, WATERLOO, IOWA 50704-5300
TELEPHONE NUMBER: (319) 291-5260
ITEM 5. OTHER EVENTS
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On August 30, 1996, Homeland Bankshares Corporation ("Homeland") and Magna
Group, Inc. ("Magna") entered into a definitive Agreement and Plan of
Reorganization (the "Merger Agreement"), which provides, among other things,
for the merger ("Merger") of Homeland with and into a newly-formed wholly-
owned subsidiary of Magna.
Under the terms of the Agreement and subject to certain adjustments as
provided therein, Magna will issue 5,038,934 shares of Magna $2.00 par value
common stock and $91,966,970 in cash in exchange for all of the outstanding
shares of Homeland's $12.50 par value common stock. Each share of Homeland's
common stock may be exchanged for approximately 1.55 shares of Magna common
stock or a comparable amount in cash. Homeland stockholders may elect to
receive all Magna common stock, all cash, or a mixture of stock and cash,
subject to certain limitations. The transaction has a current aggregate
market value of approximately $216 million.
Also, on August 30, 1996, as a condition to Magna entering into the Merger
Agreement, Homeland entered into a Stock Option Agreement (the "Stock Option
Agreement") pursuant to which Magna was granted an option to purchase, under
certain circumstances, 1,134,972 shares of Homeland common stock (19.9% of
the number of such shares then outstanding), at an exercise price of $34.00
per share.
Consummation of the Merger is subject to certain conditions, including:
(i) approval of Homeland's shareholders; (ii) receipt of approvals of the
Federal Reserve Board, the Office of Thrift Supervision, and the Iowa
Division of Banking, and any other applicable regulatory authority; (iii)
registration of the shares of Magna common stock to be issued pursuant to the
Merger under the Securities Act of 1933, as amended, and all applicable state
securities laws; (iv) receipt of opinions of counsel that the Merger will
qualify as a tax-free reorganization under the Internal Revenue Code of 1986,
as amended, and (v) satisfaction of certain other closing conditions. The
transaction is expected to be consummated in the first quarter of 1997.
Copies of the Merger Agreement and the Stock Option Agreement are attached
as Exhibits hereto and are incorporated by reference herein. The foregoing
summaries of such documents are qualified in their entirety by reference to
the actual documents.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS
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(C) EXHIBITS IN ACCORDANCE WITH THE PROVISIONS OF ITEM 601 OF REGULATION S-K
Exhibit 2 Agreement and Plan of Reorganization dated
August 30, 1996 between Magna Group, Inc.
and Homeland Bankshares Corporation.
Exhibit 99.1 Stock Option Agreement dated August 30, 1996
between Magna Group, Inc. and Homeland
Bankshares Corporation.
Exhibit 99.2 News Release of Homeland Bankshares
Corporation dated September 3, 1996.
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.
HOMELAND BANKSHARES CORPORATION
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September 10, 1996 /s/ Robert S. Kahler
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Date Robert S. Kahler, Executive Vice
President and CFO
(Principal Financial and Accounting
Officer)
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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INDEX TO EXHIBITS
TO FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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HOMELAND BANKSHARES CORPORATION
229 EAST PARK AVENUE
WATERLOO, IOWA 50704-5300
EXHIBIT NO. ITEM
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2 Agreement and Plan of Reorganization* dated August 30, 1996
between Magna Group, Inc. and Homeland Bankshares Corporation.
99.1 Stock Option Agreement dated August 30, 1996 between Magna Group,
Inc. and Homeland Bankshares Corporation.
99.2 News Release of Homeland Bankshares Corporation dated September 3,
1996.
*An appendix and the schedules to the Agreement and Plan of
Reorganization have been omitted. These are:
Appendix A Illustration of Consideration at Varying Valuation
Period Market Values
Schedule Description
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2.02 Homeland Bankshares Corporation Subsidiaries
2.03 Seller Stock Plans
2.10A Commitments and Material Contracts
2.11 Litigation
2.12 Insurance Policies
2.15B Insider Loans
2.16A Employee Benefits Plans
2.16C Pension Plan Reportable Events and Terminations
2.16D Post-Retirement Health Benefits
2.16F Material Payments and Acceleration of Payments
2.17 Conduct of Seller's Business from January 1, 1996 to Date
2.19 Registration Obligations
2.22A Insurance Activities
2.23A Interest Rate Risk Management
3.01 Buyer Banks
3.02 Buyer Stock Options
3.08A Buyer Compliance with Laws
3.08C Buyer Regulatory Compliance
3.10 Buyer Labor Unions
3.12A Buyer Employee Benefit Plans
3.12B Buyer Employee Plan Compliance
3.12C Buyer Pension Plan Reportable Events and Terminations
3.12D Buyer Post-Retirement Health Benefits
3.12F Buyer Material Payments and Acceleration of Payments
4.03 Buyer Forebearances
Registrant agrees to furnish supplementally a copy of any
committed schedule to the Commission upon request.