U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 ) SEPTEMBER 1, 1998
TRIANGLE BANCORP, INC.
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NORTH CAROLINA 0-21346 56-1764546
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(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
JURISDICTION OF
INCORPORATION)
4300 GLENWOOD AVENUE, RALEIGH, NORTH CAROLINA 27612
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (919) 881-0455
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Item 5. Other Information
In March 1998,Triangle Bancorp, Inc. ("Triangle") announced the execution on
March 4, 1998 of an Agreement and Plan of Reorganization and Merger (the "Merger
Agreement") with United Federal Savings Bank, Rocky Mount, North Carolina
("United Federal"), whereby United Federal will be merged with and into
Triangle's wholly-owned bank subsidiary, Triangle Bank. In August 1998, Triangle
announced the amendment of the Merger Agreement in response to a significant
decline in the market price of most publicly traded securities, including
Triangle's common stock ("Triangle Stock").
As amended in August, the original Merger Agreement (the "Original Agreement")
provided for an exchange rate (the "Exchange Rate") of 0.945, subject to
adjustment based on, among other things, the average closing sales price of
Triangle Stock for the 20 trading days preceding a date three days before the
closing of the Merger (the "Average Closing Price"). Under the Original
Agreement, if the Average Closing Price was between $25.51 and $28.00, the
Exchange Rate would have decreased to provide a value of not more than $24.11
for each share of United Federal Stock; if the Average Closing Price was between
$18.67 and $21.17, the Exchange Rate would have increased to provide a value of
not less than $20.00 for each share of United Federal Stock; if the Average
Closing Price was between $18.66 and $17.25, the Exchange Rate would have been
1.071; and if the Average Closing Price was less than $17.25 per share, the
Exchange Rate would have increased to provide a value of not less than $18.47
per share of United Federal Stock, provided that Triangle or United Federal
could terminate the Agreement and abandon the Merger if the Average Closing
Price was more than $28.00 or less than $16.82.
On August 28, 1998, the closing price of Triangle Stock was $15.6875 and the
Average Closing Price for the 20 trading days ending on August 28, 1998 was
$17.622.
In response to the significant decline in the market price of most publicly
traded securities, including Triangle Stock, in late August 1998, United Federal
and Triangle negotiated and signed a second amendment to the Merger Agreement
which (a) fixes the Exchange Rate at 1.098, and (b) eliminates (1) adjustments
to the Exchange Rate based upon the market price of Triangle Stock, (2)
adjustments to the Exchange Rate based on United Federal's loan charge-offs,
non-performing assets and loan loss reserve, and (3) Triangle's and United
Federal's ability to terminate the Merger Agreement based on the market price of
Triangle Stock.
Consummation of the Merger is contingent upon the satisfaction of all other
terms and conditions contained in the Merger Agreement.
The transaction is subject to the receipt of regulatory approvals and the
approval of United Federal's shareholders as well as the satisfaction of various
other conditions. It is
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contemplated the transaction will be accounted for as a
pooling of interests and the stock exchange will qualify as a tax free
reorganization.
Item 7. Exhibits
10(a) Amendment No. 2 dated September 1, 1998 to Agreement and Plan of
Reorganization and Merger dated March 4, 1998 and amended as of August 7,
1998, by and among Triangle Bancorp, Inc., Triangle Bank and United
Federal Savings Bank.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
Triangle Bancorp, Inc. has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
TRIANGLE BANCORP, INC.
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(Registrant)
Date September 1, 1998 By: /s/ Debra L. Lee
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Debra L. Lee
Chief Financial Officer
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Exhibit Index
10(a) Amendment No. 2 dated September 1, 1998 to Agreement and Plan of
Reorganization and Merger dated March 4, 1998 and amended as of August 7,
1998, by and among Triangle Bancorp, Inc., Triangle Bank and United
Federal Savings Bank
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AMENDMENT NO. 2 TO
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
BY AND AMONG
UNITED FEDERAL SAVINGS BANK,
TRIANGLE BANK
AND
TRIANGLE BANCORP, INC.
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF REORGANIZATION AND
MERGER (hereinafter called "Agreement") entered into as of 1st day of September,
1998, by and among UNITED FEDERAL SAVINGS BANK ("United Federal"), TRIANGLE BANK
("Triangle") and TRIANGLE BANCORP, INC. (the "Holding Company").
WHEREAS, United Federal, Triangle and the Holding Company are
parties to an Agreement and Plan of Reorganization and Merger dated March 4,
1998 and amended as of August 7, 1998 (the "Merger Agreement), pursuant to which
United Federal will merge with Triangle Bank (the "Merger"); and,
WHEREAS, to ensure the completion of the Merger despite continued
fluctuations in the price of the Holding Company's common stock ("Triangle
Stock"), the parties wish to amend the price structure contained in the Merger
Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual
benefits to be derived from this Agreement, and of the representations,
warranties, conditions, covenants and promises herein contained, and subject to
the terms and conditions hereof, the Holding Company, Triangle and United
Federal hereby adopt and make this Agreement and mutually agree as follows:
1. Section 1.05.a. of the Merger Agreement is deleted and replaced in its
entirety as follows:
"At the Effective Time, all rights of United Federal's shareholders with
respect to all then outstanding shares of United Federal's common stock ($0.01
par value) ("United Federal Stock") shall cease to exist, and, as consideration
for and to effectuate the Merger (and except as otherwise provided below) each
such outstanding share of United Federal Stock (other than any shares held by
the Holding Company) shall be converted, without any action on the part of the
holder of such share, the Holding Company, Triangle or United Federal, into
1.098 (the "Exchange Rate") newly issued shares of the Holding Company's no par
value common stock ("Triangle Stock").
In the event the Holding Company enters into a binding written
agreement to be acquired by a third party which causes the average closing price
of Triangle Stock for the twenty (20) trading days preceding a date three (3)
days before the Effective Time to
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exceed $28.00, the Exchange Rate shall be adjusted to yield a per share dollar
value to a holder of United Federal Stock of not more than $24.11.
At the Effective Time, and without any action by United Federal,
Triangle, the Holding Company or any holder thereof, United Federal's stock
transfer books shall be closed as to holders of United Federal Stock immediately
prior to the Effective Time and, thereafter, no transfer of United Federal Stock
by any such holder may be made or registered; and the holders of shares of
United Federal Stock shall cease to be, and shall have no further rights as,
shareholders of United Federal other than as provided herein. Following the
Effective Time, certificates representing shares of United Federal Stock
outstanding at the Effective Time (herein sometimes referred to as "Old
Certificates") shall evidence only the right of the registered holder thereof to
receive, and may be exchanged for, certificates for the number of whole shares
of the Triangle Stock to which such holders shall have become entitled on the
basis set forth above, plus cash for any fractional share interests as provided
herein."
2. Section 8.02.a(iv) is amended by deleting the reference to Paragraph 1.05.1.,
and Section 8.02.b(iv) is deleted in its entirety.
3. In the event the Exchange Rate provides a value of less than $20.00 per share
of United Federal Stock, Triangle agrees that as soon as practicable following
the Effective Time, one member of United Federal's Board of Directors, to be
selected by the Holding Company, will be appointed to the Board of Directors of
the Holding Company for a term of two years ending with the Holding Company's
2000 Annual Meeting of Shareholders. For such service, this individual will be
paid in accordance with the Holding Company's normal polices.
4. All other terms of the Merger Agreement shall remain in full force and
effect.
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IN WITNESS WHEREOF, United Federal, Triangle and the Holding Company each has
caused this Agreement to be executed in its name by its duly authorized officers
as of the date first above written.
TRIANGLE BANCORP, INC.
By: /s/ Michael S. Patterson
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Michael S. Patterson
President and Chief Executive Officer
ATTEST:
/s/ Susan C. Gilbert
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Susan C. Gilbert, Secretary
Corporate Seal]
TRIANGLE BANK
By: /s/ Michael S. Patterson
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President and Chief Executive Officer
ATTEST:
/s/ Susan C. Gilbert
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Susan C. Gilbert, Secretary
[Corporate Seal]
UNITED FEDERAL SAVINGS BANK
By: /s/ John A. Barker
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John A. Barker
President and Chief Executive Officer
ATTEST:
/s/ Paula V. Walker
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Paula V. Walker, Assistant Secretary
[Corporate Seal]
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