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): July 1, 1999
South Carolina Community Bancshares, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-24476 57-0999615
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
Registrant's telephone number, including area code: (803) 635-5536
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Not Applicable
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(Former name or former address, if changed since last report)
Item 1(b). Changes in Context of Registrant
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On July 1, 1999, South Carolina Community Bancshares, Inc. (the "Company")
and Union Financial Bancshares, Inc. ("UFB") entered into an Agreement and Plan
of Merger (the "Agreement") providing for, among other things, the merger (the
"Merger") of the Company with and into UFB, with UFB as the surviving entity.
As part of the Merger, Community Federal Savings Bank, a federally chartered
savings bank and the Company's wholly-owned subsidiary (the "Bank") will merge
with and into Provident Community Bank with Provident Community Bank as the
surviving entity.
Pursuant to the Merger Agreement, each share of common stock, par value
$.01 per share of the Company ("Company Common Stock"), immediately outstanding
prior to the effective time (the "Effective Time") of the Merger shall
automatically be converted into and become the right to receive cash and shares
of common stock, $.01 par value of UFB ("Common Stock"), subject to the
following conversion ratio:
i. Cash (the "Cash Consideration") in the amount equal to $5.25 and
stock (the "Stock Consideration") equal to 0.817 of a share (the
"Exchange Ratio") of UFB stock for each Company share, if the
average closing price for UFB for the twenty-five (25)
consecutive trading days immediately preceding the day which is
three (3) days prior to the closing date ("UFB Market Value") is
greater than $15.00 per share;
ii. Cash Consideration in the amount equal to $5.25 and shares of UFB
stock such that based on the UFB Market Value, the value of the
aggregate of the Cash Consideration and Stock Consideration
payable and/or issuable pursuant to the Merger Agreement ("Merger
Consideration") is equal to $17.50 for each Company share, if the
UFB Market Value is greater than or equal to $12.50 per share and
less than or equal to $15.00 per share;
iii Cash Consideration in the amount equal to $5.25 and Stock
Consideration equal to 0.980 of a share of UFB stock for each
Company share, if the UFB Market Value is greater than or equal
to $12.00 per share and less than $12.50 per share; and
iv. Stock Consideration equal to 0.980 of a share of UFB stock and
additional Cash Consideration equal to the difference between the
UFB Market Value of 0.980 of a share of UFB stock and $17.00, if
the UFB Market Value is less than $12.00 per share.
Consummation of the Merger is subject to various conditions, including the
approval of the shareholders of UFB and the Company and the receipt of all
requisite regulatory approvals.
Following consummation of the Merger, Messrs. Philip C. Wilkins, John S.
McMeekin and Quay McMaster will be appointed to the Boards of Directors of UFB
and Provident Community Bank.
In connection with the Merger, each director and executive officer of the
Company will enter into a voting agreement (the "Voting Agreement"), pursuant to
which each director agrees, among other things, to: (1) vote or cause to be
voted all his shares of Company Common Stock for approval and adoption of the
Agreement and (ii) refrain from any transfer or other disposition of shares of
Company Common Stock until the Company's shareholders have voted to approve and
adopt the Agreement or the Agreement has been terminated in accordance with its
terms. The form of Voting Agreement is an exhibit to the Agreement.
Holders of Company Common Stock who would be entitled to receive fractional
shares of UFB Common Stock will instead receive cash in an amount equal to such
fraction of a share multiplied by the UFB Market Value as of the Effective Date.
The Merger Agreement is attached hereto as an exhibit, and is incorporated
herein by reference. The foregoing summaries of the Merger Agreement and the
Voting Agreement do not purport to be complete and are qualified in their
entirety by reference to the exhibit.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
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The following Exhibits are filed as part of this report:
Exhibit 2. Agreement and Plan of Merger Between Union Financial
Bancshares, Inc. and South Carolina Community Bancshares, Inc.
dated as of July 1, 1999.
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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.
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
DATE: July 12, 1999 By: \s\ Alan E. Pullen
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Alan E. Pullen
President and Chief Executive Officer
EXHIBIT INDEX
The following Exhibits are filed as part of this report:
Exhibit 2. Agreement and Plan of Merger Between Union Financial
Bancshares, Inc. and South Carolina Community Bancshares, Inc.
dated as of July 1, 1999.