SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) August 2, 2002
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COMMUNITY BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
North Carolina 0-22517 56-1693841
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1301 Westwood Lane - Westfield Village, Wilkesboro, NC 28697
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (336) 903-0600
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events.
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On August 2, 2002, Community Bancshares, Inc. (the "Company") signed a
definitive Agreement and Plan of Merger which provides for the acquisition of
the Company by United Community Bancorp, a North Carolina corporation ("UCB")
through the merger of the Company with and into UCB. The Board of Directors of
both UCB and the Company approved the Agreement and Plan of Merger and the
transactions contemplated thereby.
As a result of the merger, each issued and outstanding share of common
stock of the Company will be converted into the right to receive merger
consideration with a value of $21.00 (the "Merger Consideration"). Each of the
Company's shareholders will be given the opportunity, subject to adjustment as
discussed below, to elect to receive the Merger consideration as follows:
. $21.00 cash for each share of the Company's common stock held;
. a number of shares (the "Exchange Ratio") of UCB common stock for each
share of the Company's common stock held. The Exchange Ratio will be
determined by dividing $21.00 by the average closing price of UCB's
common stock over the twenty trading days ending on the third trading
day prior to the closing of the merger; and
. 70% of the Merger Consideration in shares of UCB common stock, with the
remaining 30% in cash.
Shareholders' elections as to the form of Merger Consideration will be
adjusted, on a pro rata basis, so that 70% of the aggregate Merger Consideration
paid by UCB will be in shares of UCB common stock, with the remaining 30% paid
in cash.
The merger is intended to constitute a tax-free reorganization under
the Internal Revenue Code of 1986, as amended.
The Agreement and Plan of Merger provides that each option granted by
the Company to purchase shares of common stock of the Company which is
outstanding and unexercised immediately prior to the effective time of the
merger will be converted into and become a right to purchase shares of UCB
common stock. The number of shares of UCB common stock subject to each option
will be equal to the number of shares of common stock of the Company subject to
such option immediately prior to the effective time of the merger multiplied by
the exchange ratio, and the per share exercise price of UCB common stock
purchasable thereunder shall be that specified in the option divided by the
exchange ratio.
Consummation of the merger is subject to various conditions, including
approval of the Agreement and Plan of Merger and the merger by shareholders of
both the Company and UCB, receipt of customary banking regulatory approvals and
satisfaction of certain other conditions.
The preceding summary of certain provisions of the Agreement and Plan
of Merger, a copy of which is filed as an exhibit hereto, is not intended to be
complete and is qualified in its entirety by reference to the full text of the
Agreement and Plan of Merger.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits:
2 Agreement and Plan of Merger, dated as of August 2, 2002, by
and between United Community Bancorp and Community
Bancshares, Inc.
99.1 Press release dated August 5, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
COMMUNITY BANCSHARES, INC.
By: /s/ Ronald S. Shoemaker
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Ronald S. Shoemaker, President
Dated: August 6, 2002
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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2 Agreement and Plan of Merger, dated as of August 2, 2002, by
and between United Community Bancorp and Community Bancshares,
Inc.
99.1 Press release dated August 5, 2002.