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):
January 17, 1994
BANCFLORIDA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-8515 59-2265850
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
5801 Pelican Bay Boulevard, Naples, Florida 33963
(Address of principal executive officers)
Registrant's telephone number, including
area code: (813) 597-1611
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
BancFlorida Financial Corporation ("BFL") and its wholly
owned subsidiary BancFlorida, a Federal Savings Bank (the
"Bank"), have entered into an Agreement and Plan of Mergers,
dated as of January 17, 1994 (the "Plan"), with First Union
Corporation ("First Union") and its wholly owned direct or
indirect subsidiaries First Union Corporation of Florida ("FUNC-
FL") and First Union National Bank of Florida ("FUNB-FL"). The
Plan provides for the merger of BFL into FUNC-FL and the merger
of the Bank into FUNB-FL.
Under the terms of the Plan, BFL"s shareholders would
receive 0.669 shares of First Union common stock for each share
of common stock or preferred stock of BFL if First Union's common
stock price is between $41.875 and $44.875 per share. If First
Union's common stock price is below $41.875, BFL's shareholders
would receive $28 of First Union common stock for each share of
BFL common stock or preferred stock. If First Union's common
stock price is above $44.875, BFL shareholders would receive $30
of First Union common stock for each share of BFL common stock or
preferred stock.
The calculation of First Union's common stock price will be
based upon the average closing price of First Union common stock
for the ten trading days prior to the effective date of the
merger of BFL and FUNC-FL. Based upon the closing price of First
Union common stock on January 14, 1994 of $41.875, BFL's
shareholders would receive First Union shares having a value
equal to 162 percent of BFL's September 30, 1993 book value on a
fully diluted basis.
Consummation of the transactions contemplated by the Plan is
subject to approval by the shareholders of BFL, receipt of
regulatory approvals and the satisfaction of certain other
conditions.
In connection with the Plan, BFL and first Union have
entered into an Agreement, dated as of January 17, 1994 (the
"Shareholder Agreement"), with William R. Berkley, the owner of
all of BFL's preferred stock (the "Shareholder"). Pursuant to
the Shareholder Agreement, the Shareholder has agreed to vote all
of his shares of BFL capital stock in favor of the Plan. The
holders of BFL's preferred stock will vote together with the
holders of BFL's common stock on the Plan. As of January 17,
1994, BFL's preferred stock represented approximately 24% of
BFL's outstanding capital stock. BFL and First Union have agreed
in the Shareholder Agreement to assure that the Shareholder will
effectively receive dividends on his BFL preferred stock which
become payable in accordance with BFL's certificate of
incorporation prior to the effective date of the merger of BFL
and FUNC-FL.
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In addition, BFL and First Union have entered into a Stock
Option Agreement, dated as of January 17, 1994 (the "Stock Option
Agreement") pursuant to which BFL has granted First Union an
option to purchase up to 719,000 shares of BFL common stock at a
purchase price of $25 per share. The number of shares and the
purchase price per share are subject to adjustment under certain
circumstances. The option will become exercisable upon the
occurrence of a Purchase Event (as defined in the Stock Option
Agreement) and may remain in effect for up to 18 months following
termination of the Plan.
The foregoing descriptions of the Plan, the Shareholder
Agreement and the Stock Option Agreement are qualified in their
entirety by reference to such agreements which are filed as
exhibits hereto.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit No. Description
2(i) Agreement and Plan of Mergers, dated as of January 17,
1994, by and among BancFlorida Financial Corporation,
BancFlorida, a Federal Savings Bank, First Union
Corporation, First Union Corporation of Florida and
First Union National Bank of Florida.
2(ii) Stock Option Agreement, dated as of January 17, 1994,
by and between BancFlorida Financial Corporation and
First Union Corporation.
2(iii) Agreement, dated as of January 17, 1994, by and between
William R. Berkley, BancFlorida Financial Corporation
and First Union Corporation.
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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.
BANCFLORIDA FINANCIAL CORPORATION
(Registrant)
Date: January 21, 1994 BY: Rudolf P. Guenzel
Rudolf P. Guenzel, President
and Chief Executive Officer
Date: January 21, 1994 BY: J. Michael Holmes
J. Michael Holmes,
Secretary/Treasurer
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