SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED BY PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Filed by a Party other than the Registrant [ ]
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|_| Preliminary Proxy Statement [ ] Confidential, For Use of the
|_| Definitive Proxy Statement Commission Only(as permitted by
|_| Definitive Additional Materials Rule 14a-6(e)(2))
|X| Soliciting Material Under Rule 14a-12
High Country Financial Corporation
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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This filing contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include but
are not limited to, (1) statements about the benefits of the combination of High
Country Bank (the operating subsidiary of High Country Financial Corporation)
with and into Yadkin Valley Bank and Trust Company, including future financial
and operating results, cost savings, and enhanced revenues, (2) statements with
respect to High Country Financial Corporation's and Yadkin Valley Bank and Trust
Company's plans, objectives, expectations and intentions and other statements
that are not historical facts; and (3) other statements identified by words such
as "believes", "expects", "anticipates", "estimates", "intends", "plans",
"targets", "projects", and similar expressions. These statements are based upon
the current beliefs and expectations of High Country Financial Corporation's and
Yadkin Valley Bank and Trust Company's management and are subject to significant
risks and uncertainties. Actual results may differ from those set forth in the
forward-looking statements.
The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: (1) expected revenue synergies and cost savings from
the combination may not be fully realized or realized within the expected time
frame; (2) revenues following the combination may be lower than expected; (3)
the ability to obtain governmental approvals of the combination on the proposed
terms and schedule; (4) the failure of High Country Financial Corporation's and
Yadkin Valley Bank and Trust Company's stockholders to approve the combination;
(5) competitive pressures among depository and other financial institutions may
increase significantly and have an effect on pricing, spending, third-party
relationships and revenues; (6) the strength of the United States economy in
general and the strength of the local economies in which the combined company
will conduct operations may be different than expected, resulting in, among
other things, a deterioration in the credit quality or a reduced demand for
credit and negative effects on the combined company's loan portfolio and
allowance for loan losses; (7) changes in the U.S. legal and regulatory
framework; and (8) adverse conditions in the stock market, the public debt
market and other capital markets (including changes in interest rate conditions)
and the impact of such conditions on the combined company. Additional factors
that could cause High Country Financial Corporation's and Yadkin Valley Bank and
Trust Company's results to differ materially from those described in the
forward-looking statements can be found in High Country Financial Corporation's
and Yadkin Valley Bank and Trust Company's reports (such as Annual Reports on
Form 10-KSB, Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K)
filed with the Securities and Exchange Commission and available at the SEC's
Internet site (http://www.sec.gov) in the case of High Country Financial
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Corporation and filed with the Federal Deposit Insurance Corporation, Securities
and Disclosure Section, Washington, D.C. with respect to Yadkin Valley Bank and
Trust Company. All subsequent written and oral forward-looking statements
concerning the proposed transaction or other matters attributable to High
Country Financial Corporation and Yadkin Valley Bank and Trust Company or any
person acting on their behalf are expressly qualified in their entirety by the
cautionary statements above. High Country Financial Corporation and Yadkin
Valley Bank and Trust Company do not undertake any obligation to update any
forward-looking statement to reflect circumstances or events that occur after
the date the forward-looking statements are made.
Subject to negotiation and execution of a definitive agreement and approval
by applicable Federal and State regulatory authorities, the proposed transaction
will be submitted to High Country Financial Corporation's and Yadkin Valley Bank
and Trust Company's stockholders for their consideration, and High Country
Financial Corporation and Yadkin Valley Bank and Trust Company will file a
registration statement, a joint proxy statement/prospectus and other relevant
documents concerning the proposed transaction with the SEC and the FDIC.
Stockholders are urged to read any registration statement and any joint proxy
statement/prospectus, as well as other filings containing information about High
Country Financial Corporation and Yadkin Valley Bank and Trust Company, at the
SEC's Internet site (http://www.sec.gov). Copies of the joint proxy
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statement/prospectus and the securities filings that will be incorporated by
reference in the joint proxy statement/prospectus can also be obtained, without
charge, by directing a request to John M. Brubaker, President and CEO, High
Country Financial Corporation, 149 Jefferson Road, Boone, North Carolina
28607-2478 (828-265-4333), or to William A. Long, President and CEO, Yadkin
Valley Bank and Trust Company, Post Office Box 888, Elkin, North Carolina
28621-0888 (336-526-6300).
High Country Financial Corporation and Yadkin Valley Bank and Trust
Company, and their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from the stockholders of High
Country Financial Corporation and Yadkin Valley Bank and Trust Company in
connection with the combination. Information about the directors and executive
officers of High Country Financial Corporation and their ownership of High
Country Financial Corporation common stock is set forth in the proxy statement,
dated April 10, 2003, for High Country Financial Corporation's 2003 annual
meeting of stockholders, as filed with the SEC on Schedule 14A. Information
about the directors and executive officers of Yadkin Valley Bank and Trust
Company and their ownership of Yadkin Valley Bank and Trust Company common stock
is set forth in the proxy statement, dated March 20, 2003, for Yadkin Valley
Bank and Trust Company's 2003 annual meeting of stockholders, as filed with the
FDIC. Additional information regarding the interests of those participants may
be obtained by reading the joint proxy statement/prospectus regarding the
proposed transaction when it becomes available.
THE FOLLOWING IS A JOINT PRESS RELEASE ISSUED BY YADKIN VALLEY BANK AND TRUST
and HIGH COUNTRY Bank ON MAY 28, 2003
Press Release - For Immediate Release
For Further Information Contact:
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Mr. William A. Long Mr. John M. Brubaker
President and CEO President and CEO
Yadkin Valley Bank and Trust Company High Country Bank
Post Office Box 888 149 Jefferson Road
Elkin, NC 28621-0888 Boone, NC 28607-2478
(336) 526-6300 (828) 265-4333
YADKIN VALLEY BANK AND TRUST COMPANY AND
HIGH COUNTRY BANK ANNOUNCE INTENT TO MERGE
Elkin and Boone, North Carolina, May 28, 2003 - William A. Long, President and
CEO of Yadkin Valley Bank and Trust Company (Nasdaq: YAVY), and John M.
Brubaker, President and CEO of High Country Financial Corporation, and its
subsidiary, High Country Bank (OTC Bulletin Board: HGCF and HGCFU), today
announced that the two community banks have reached a tentative agreement
whereby Yadkin Valley will acquire High Country. The proposed merger will result
in a banking franchise with total assets of approximately $830 million, deposits
of approximately $698 million, and capital of approximately $82 million and 18
full service banking offices in central and northwestern North Carolina.
In the proposed transaction, High Country shareholders would receive either
$24.30 in cash or 1.35 shares of Yadkin Valley common stock (subject to
adjustment based on an average closing price of Yadkin Valley common stock) for
each share of High Country common stock owned; provided that ten percent of the
High Country shares are converted into cash. At Yadkin Valley's recent market
value, the total consideration to be issued to High Country's shareholders has a
value of $34.5 million or 2.2X High Country's stockholders' equity as of March
31, 2003. In addition, the outstanding options and warrants to purchase High
Country common stock may be surrendered upon closing of the merger, with their
holders receiving cash equal to the difference between the exercise price of the
options and warrants and $24.30. Yadkin Valley anticipates that the transaction
will cause less than 1% dilution to Yadkin's diluted earnings per share in the
first year of combined operations and accretion to diluted earnings per share
thereafter.
After the merger, it is anticipated that High Country Bank's offices in Watauga
County will continue to operate as "High Country Bank, a division of Yadkin
Valley Bank and Trust Company." Upon closing, John Brubaker, President and CEO
of High Country Bank, will assume responsibilities as one of three Regional
Presidents for the combined institution. The transaction is subject to
negotiation and execution of a definitive agreement, approval of the
shareholders of both High Country Financial Corporation and Yadkin Valley Bank,
approval by Federal and State regulatory authorities, and other conditions
customary for transactions of this type.
Commenting on the proposed merger, Bill Long stated, "We are delighted to have
this opportunity to expand our franchise further into western North Carolina.
This merger combines two community bank organizations that share a common
operating philosophy and dedication to delivering quality customer service and
shareholder value. Both organizations agree that the key to banking success is
building loyal, long-term, financial relationships with our customers. We look
forward to John Brubaker and his dedicated staff becoming a part of Yadkin
Valley Bank and continuing their fine service to western North Carolina's
communities." Long added, "We are confident that the financial impact of the
proposed merger on our shareholders will be quickly positive. High Country is
experiencing rapidly increasing profitability, and, in our analysis of the
transaction, we have assumed very conservative estimates of merger-related cost
savings, less than 5% of High Country's noninterest expenses in the first year
of combined operations."
High Country's John Brubaker added "We are excited about the prospects for our
combined institution. We look forward to serving our combined markets, customers
and shareholders. Yadkin Valley has long been known as one of the finest
community banks in North Carolina and the country. We expect our customers,
staff and shareholders will be pleased with the results of this combination."
Yadkin Valley Bank is a community bank with $656 million in assets as of March
31, 2003. In addition to its main office located in Elkin, North Carolina, it
operates offices in Jefferson and West Jefferson (Ashe County), Wilkesboro and
North Wilkesboro (Wilkes County), Elkin (Surry County), and East Bend and
Jonesville (Yadkin County) under the Yadkin Valley Bank name. It also operates
offices in Statesville and Mooresville (Iredell County), and Cornelius and
Huntersville (Mecklenburg County) under the assumed name "Piedmont Bank".
High Country Bank, the operating subsidiary of High Country Financial
Corporation, was chartered in November 1998, and had total assets of $174
million as of March 31, 2003. It operates three offices in Boone (Watauga
County) and two offices in West Jefferson (Ashe County).
The Carson Medlin Company served as financial advisor to Yadkin Valley. Smith
Capital will be providing the fairness opinion for High Country. The parties
anticipate that the merger will close in the fourth quarter of 2003.
This document contains Forward-Looking Statements that are subject to risks and
uncertainties. These Forward-Looking Statements include information about
possible or assumed future results of our operations. When we use any of the
words "believes", "expects", "anticipates", "confident" or similar expressions,
we are making Forward-Looking Statements. Many possible events or factors could
affect the future financial results and performance of the combined company.
This could cause results or performance to differ materially from those
expressed in our Forward-Looking Statements. You should consider these risks.
These possible events or factors include the following: the merger may not be
consummated; the banks may not be able to effectively merge the operations so as
to achieve economies of scale; and our customer base may not remain loyal as a
result of the merger.
*end of release*