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) May 31, 2001 CATAWBA VALLEY BANCSHARES, INC. ------------------------------------------------------------------------------ (Exact name of Registrant as specified in its charter) North Carolina 0-26551 56-2137427 ----------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File No.) Identification No.) 1039 Second Street, NE, Hickory, North Carolina 28601-3843 ----------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code (828) 431-2300 Not Applicable ----------------------------------------------------------------------------- (Former address of principal executive offices) Item 5 Other Events and Regulation FD Disclosure. - ------------------------------------------------ On May 30, 2001, the Registrant and First Gaston Bank of North Carolina ("First Gaston") announced a "merger of equals" whereby shareholders of First Gaston will exchange their shares of common stock for shares of the Registrant's common stock on a basis of 0.8934 shares of First Gaston for each share of the Registrant. At the conclusion of the combination, First Gaston will become the wholly-owned subsidiary of the Registrant along with Catawba Valley Bank. The Registrant will be renamed to reflect the geographic scope of both banks. Catwaba Valley Bank and First Gaston will continue to operate in their respective regions under their current boards, management, and name. The transaction is expected to be effective by December 31, 2001. 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. CATAWBA VALLEY BANCSHARES, INC. By: /s/ R. Steve Aaron ------------------ R. Steve Aaron President and CEO Dated: June 5, 2001 3 EXHIBIT INDEX ------------- Exhibit Number Description of Exhibit - ---------------- ---------------------------------------------- 99(i) Press Release 99(ii) Letter of Intent Dated May 31, 2001 4