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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):
July 18, 2000
TWIN CITY BANCORP, INC..
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(Exact Name of Registrant as Specified in Charter)
Tennessee 0-25290 62-1582947
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
310 State Street, Bristol, Tennessee 37620
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(423)989-4400
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
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On July 18, 2000, the Registrant entered into an Agreement
and Plan of Merger (the "Merger Agreement") with Citco Community
Bancshares, Inc. ("Citco") pursuant to which the
Registrant will merge with and into Citco (the "Merger"). As a
result of the Merger, each outstanding share of Registrant's
common stock, par value $0.01 per share (the "Common Stock"),
will be converted into the right to receive $17.15 in cash
subject to possible adjustment in the event the costs of
terminating certain benefit plans exceed certain thresholds (the
"Exchange Price"). The Merger is conditioned upon, among other
things, approval by Registrant's shareholders and the receipt of
certain regulatory and governmental approvals. In connection
with the Merger Agreement, the Registrant has entered into a
Stock Option Agreement (the "Option Agreement") pursuant to
which the Registrant has granted Citco the right, upon the terms
and subject to the conditions set forth in the Option Agreement
to purchase up to 223,156 shares (or 19.9%) of Registrant's
Common Stock at a price of $15.50 per share, subject to certain
adjustments.
For more information, reference is made to the Merger
Agreement and the Option Agreement attached as Exhibits 2.1 and
2.2 hereof, respectively, and incorporated herein by reference.
For more information, a copy of a Press Release, dated July 18,
2000, issued by Registrant and Citco relating to the Merger is
attached as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 7.FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
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The following is a list of exhibits filed with this
Current Report on Form 8-K.
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger dated as of July 18,
2000 by and between Twin City Bancorp, Inc., Twin
City Federal Savings Bank, Citco Community
Bancshares, Inc. and Citizens Bank. (Schedules
omitted. The Registrant agrees to supplementally
furnish a copy of any omitted schedules to the
Commission upon request.)
2.2 Stock Option Agreement, dated as of July 19,
2000, between Twin City Bancorp, Inc. and Citco
Community Bancshares, Inc.
99.1 Joint Press Release Dated July 18, 2000
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.
TWIN CITY BANCORP, INC.
Date: July 21, 2000 By:/s/ Thad R. Bowers
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Thad R. Bowers
President