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): April 26, 2002
Summit Financial Group, Inc.
(Exact name of registrant as specified in its charter)
West Virginia 0-16587 55-0672148
(State or Other (Commission (I.R.S. Employer
Jurisdiction) File Number) Identification)
223 North Main Street, Moorefield, WV, 26836
(Address of principal executive offices) (Zip Code)
(304) 538-1000
(Registrant's telephone number, including area code)
Not Applicable
(Former name, address, and fiscal year, if changed since last report)
Item 5. Other Events
On April 26, 2002, Summit Financial Group, Inc.("Summit") issued a News Release
announcing that the Boards of Directors of Summit and Monroe Financial,
Inc.("Monroe") have approved a plan to affiliate, whereby Summit will acquire
Monroe and its wholly owned subsidiary, Bank of Greenville. In accordance with
the plan, Bank of Greenville will be merged with Summit's subsidiary, Capital
State Bank, Inc. The transaction is intended to be a tax-free exchange of stock
whereby Monroe's shareholders will receive, subject to certain potential
adjustments, 0.85 shares of Summit's common stock for each share of Monroe's
common stock owned. The transaction is subject to certain conditions, among them
the negotiation of a definitive acquisition agreement, regulatory approvals and
the approval of Monroe's shareholders.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 News Release, dated April 26, 2002 incorporated herein by reference.
SIGNATURE
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.
SUMMIT FINANCIAL GROUP, INC.
Date: April 26, 2002 By: /s/ Robert S. Tissue
--------------------------------
Robert S. Tissue
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 News Release, dated April 26, 2002
incorporated herein by reference.
Exhibit 99.1
[SUMMIT LOGO]
FOR RELEASE 4:00 pm EDT, Friday, April 26, 2002
April 26, 2002
Contacts: Joe L. Ellison - President & CEO, Monroe Financial, Inc.
and Bank of Greenville
Phone: (304) 832-6265; Email: joeellison@bankofgreenville.com
H. Charles Maddy, III - President & CEO, Summit Financial Group, Inc.
Phone: (304) 538-7233, Ext. 142; Email: cmaddy@summitfgi.com
C. David Robertson - President & CEO, Capital State Bank, Inc.
Phone: (304) 746-6050; Email: drobertson@capstate.com
SUMMIT FINANCIAL GROUP, INC. TO ACQUIRE MONROE FINANCIAL, INC. AND ITS
SUBSIDIARY, BANK OF GREENVILLE
SUMMIT FINANCIAL GROUP, INC. (OTCBB: SMMF) and MONROE FINANCIAL, INC. of
Greenville, West Virginia today announced a plan to affiliate, whereby Summit
will acquire Monroe and its wholly owned subsidiary, Bank of Greenville. Bank of
Greenville, with $30 million is assets, operates three full service banking
offices located in Greenville, Hinton and Lindside, West Virginia. In accordance
with the plan, Bank of Greenville will be merged with Summit's subsidiary,
Capital State Bank, Inc.
The terms of the plan, approved by the directors of both companies, intend
for the transaction to be a tax-free exchange of stock whereby Monroe's
shareholders will receive, subject to certain potential adjustments, 0.85 shares
of Summit's common stock for each share of Monroe's common stock owned. This
represents a value of $30.60 per Monroe share and aggregate transaction
consideration of approximately $1.5 million based on Summit's closing price
Friday of $36.00 per share. The transaction is also subject to certain
conditions, among them the negotiation of a definitive acquisition agreement,
regulatory approvals and the approval of Monroe's shareholders.
"Summit Financial Group and Capital State Bank are financial institutions
of the highest quality", stated Joe L. Ellison, President and CEO of Monroe and
Bank of Greenville. "Most importantly, Summit and Capital State Bank share the
same strong commitment to local decision making and outstanding customer service
as Monroe and Bank of Greenville." Mr. Ellison will be joining Capital State
Bank's board of directors and will serve as the Bank's regional executive
officer in the Greenbrier, Monroe and Summers Counties.
H. Charles Maddy, III, President and CEO of Summit Financial Group and a
native of Hinton, West Virginia stated, "This transaction represents an
outstanding opportunity for Summit to continue to expand its presence in new
West Virginia markets. We look forward to continuing and building upon Monroe's
and Bank of Greenville's long tradition of exceptional personal service and
banking convenience."
C. David Robertson, President & CEO of Capital State Bank, added, "We
strongly believe our affiliation with Bank of Greenville is a natural extension
for both institutions. We share the same core values and strong commitment to
our customers and to the communities we serve. We are confident that this
transaction will be beneficial to our combined customer base, especially those
in Monroe, Summers and Greenbrier counties."
Summit Financial Group, Inc. is a financial holding company with total
assets of $603 million. Summit operates eleven banking locations through its
three wholly owned subsidiary banks, Summit Community Bank headquartered in
Moorefield, West Virginia, Capital State Bank, Inc. in Charleston, West
Virginia, and Shenandoah Valley National Bank in Winchester, Virginia.
Capital State Bank, Inc., a West Virginia chartered banking association
with assets of $145 million, operates four banking offices located in Charleston
(2), Rainelle and Rupert, West Virginia.