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)
November 15, 1999
EAST TEXAS FINANCIAL SERVICES, INC.
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(Exact name of Registrant as specified in its Charter)
DELAWARE 0-24848 75-2559089
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) Number)
1200 SOUTH BECKHAM AVENUE, TYLER, TEXAS 75701-3319
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (903) 593-1767
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N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On November 16, 1999, East Texas Financial Services, Inc., a Delaware
corporation ("East Texas"), and Gilmer Financial Services, Inc., a Delaware
corporation ("Gilmer") issued a joint press release announcing the execution of
a definitive agreement as of November 15, 1999 by and between East Texas and
Gilmer (the "Merger Agreement"). Under the terms of the Merger Agreement, East
Texas will form a wholly-owned subsidiary which will merge into Gilmer (the
"Merger"), with Gilmer as the surviving corporation and a wholly-owned
subsidiary of East Texas. Following the Merger, Gilmer will then be merged into
East Texas pursuant to a Plan of Liquidation and Gilmer Savings Bank, FSB, a
wholly owned subsidiary of Gilmer, will be merged with and into First Federal
Savings and Loan Association of Tyler, a wholly owned subsidiary of East Texas.
Pursuant to the Merger Agreement, each issued and outstanding share of
Gilmer common stock, par value $0.01 (other than dissenting shares), shall
be converted into and represent the right to receive $29.50 in cash. However,
any shares of Gilmer common stock owned beneficially or as of record by either
Gilmer or East Texas or any of their subsidiaries (other than shares held in a
fiduciary capacity for the benefit of third parties or as a result of debts
previously contracted) shall be cancelled.
The Merger is intended to qualify as a tax-free reorganization under
the Internal Revenue Code of 1986, as amended. The receipt of cash by the
stockholders of Gilmer will be a taxable event for the stockholders.
Consummation of the Merger is subject to various conditions, including:
(1) receipt of approval by the stockholders of Gilmer, (2) receipt of requisite
regulatory approvals, and (3) satisfaction of certain other conditions.
The Merger Agreement and the joint press release announcing the Merger
issued on November 16, 1999 are attached as exhibits to this report and are
incorporated herein by reference. The foregoing summary of the Merger Agreement
does not purport to be complete and is qualified in its entirety by reference to
such agreement.
2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2 Agreement and Plan of Merger, dated as of November 15,
1999, by and between East Texas Financial Services, Inc.
and Gilmer Financial Services, Inc.
99 Joint Press Release of East Texas Financial Services,
Inc. and Gilmer Financial Services, Inc. issued November
16, 1999.
3
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 thereunto duly authorized.
EAST TEXAS FINANCIAL SERVICES, INC.
Date: NOVEMBER 17, 1999 By: /s/ Gerald W. Free
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Gerald W. Free
President and Chief
Executive Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2 Agreement and Plan of Merger dated as of November 15,
1999, by and between East Texas Financial Services, Inc.
and Gilmer Financial Services, Inc.
99 Joint Press Release of East Texas Financial Services,
Inc. and Gilmer Financial Services, Inc. issued November
16, 1999.