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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 Exchange Act of 1934
Date of Report: December 1, 1998
(Date of earliest event reported)
ATLANTIC FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)
Virginia 0-21285 54-1809409
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
7171 George Washington Mem. Hwy.
Gloucester, Virginia 23061
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(804) 693-0628
Mid-Atlantic Community BankGroup, Inc.
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
On December 1, 1998, Atlantic Financial Corp., formerly known as
Mid-Atlantic Community BankGroup, Inc. (the "Company"), and United Community
Bankshares, Inc. ("UCB") consummated the merger of UCB with and into the Company
(the "Merger") pursuant to an Agreement and Plan of Reorganization, dated as of
July 8, 1998, between the Company and UCB and a related Plan of Merger. Pursuant
to the Merger, each outstanding share of UCB's common stock, par value $1.00 per
share ("UCB Common Stock"), other than shares as to which dissenters' rights
have been duly exercised, was converted into 1.075 shares of the Company's
common stock, par value $5.00 per share ("Company Common Stock"), and cash in
lieu of fractional shares. In addition, all rights to acquire UCB Common Stock
pursuant to stock options granted by UCB under UCB's stock option plans were
converted into options for Company Common Stock.
As a result of the Merger, The Bank of Franklin and The Bank of Sussex
and Surry, the former subsidiaries of UCB, became wholly owned subsidiaries of
the Company. In addition, in connection with the Merger, the Company changed its
name from "Mid-Atlantic Community BankGroup, Inc." to "Atlantic Financial Corp."
effective as of December 1, 1998.
For a more detailed description of the Merger, see the Joint Proxy
Statement/ Prospectus filed by the Company with the Commission on October 19,
1998 pursuant to Rule 424 (b)(3) under the Securities Act of 1933, as amended,
which is incorporated herein by reference. The Joint Proxy Statement/ Prospectus
was filed as part of the Company's Registration Statement on Form S-4 (File No.
333-62997), dated September 4, 1998.
Effective December 1, 1998, shares of Company Common Stock began
trading on the Nasdaq SmallCap Market ("Nasdaq") under the symbol "AFIC." Prior
to that date, shares of Company Common Stock traded on Nasdaq under the symbol
"MABG."
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements of UCB required to be included in this
report are not included herein pursuant to Item 7(a)(4) and will be
filed as soon as possible.
(b) Pro Forma Financial Information.
The pro forma financial information required to be included in this
report is not included herein pursuant to Item 7(b)(2) and will be
filed as soon as possible.
(c) Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Reorganization between
Mid-Atlantic Community BankGroup, Inc. and United
Community Bankshares, Inc., dated as of July 8,
1998, filed as Exhibit 2.1 to the Registration
Statement on Form S-4 (File No. 333-62997), dated
September 4, 1998, incorporated herein by
reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ATLANTIC FINANCIAL CORP.
Dated: December 15, 1998 By: /s/ Kenneth E. Smith
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Kenneth E. Smith
Executive Vice President
and Chief Financial Officer
INDEX TO EXHIBITS
No. Description
2.1 Agreement and Plan of Reorganization between Mid-Atlantic
Community BankGroup, Inc. and United Community Bankshares, Inc.,
dated as of July 8, 1998, filed as Exhibit 2.1 to the Registration
Statement on Form S-4 (File No. 333-62997), dated September 4,
1998, incorporated herein by reference.