Filed By: BOC Financial Corp.
Pursuant to Rule 425 under the Securities Act of
1933 and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Bank of Davie
FDIC Certificate No. 34903-8
Date: July 19, 2001
This filing contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include but
are not limited to, (1) statements about the benefits of the combination of BOC
Financial Corp., its wholly-owned subsidiary, Bank of the Carolinas, and Bank of
Davie, including future financial and operating results, cost savings, and
enhanced revenues, (2) statements with respect to BOC Financial Corp.'s and Bank
of Davie's plans, objectives, expectations and intentions and other statements
that are not historical facts; and (3) other statements identified by words such
as "believes", "expects", "anticipates", "estimates", "intends", "plans",
"targets", "projects", and similar expressions. These statements are based upon
the current beliefs and expectations of BOC Financial Corp.'s and Bank of
Davie's management and are subject to significant risks and uncertainties.
Actual results may differ from those set forth in the forward-looking
statements.
The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: (1) expected revenue synergies and cost savings from
the combination may not be fully realized or realized within the expected time
frame; (2) revenues following the combination may be lower than expected; (3)
the ability to obtain governmental approvals of the combination on the proposed
terms and schedule; (4) the failure of BOC Financial Corp.'s and Bank of Davie's
stockholders to approve the combination; (5) competitive pressures among
depository and other financial institutions may increase significantly and have
an effect on pricing, spending, third-party relationships and revenues; (6) the
strength of the United States economy in general and the strength of the local
economies in which the combined company will conduct operations may be different
than expected resulting in, among other things, a deterioration in the credit
quality or a reduced demand for credit, including the resultant effect on the
combined company's loan portfolio and allowance for loan losses; (7) changes in
the U.S. legal and regulatory framework; and (8) adverse conditions in the stock
market, the public debt market and other capital markets (including changes in
interest rate conditions) and the impact of such conditions on the combined
company. Additional factors that could cause BOC Financial Corp.'s and Bank of
Davie's results to differ materially from those described in the forward-looking
statements can be found in BOC Financial Corp.'s and Bank of Davie's reports
(such as Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB and
Current Reports on Form 8-K) filed with the Securities and Exchange Commission
and available at the SEC's Internet site (http://www.sec.gov) or filed with the
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Federal Deposit Insurance Corporation. All subsequent written and oral forward-
looking statements concerning the proposed transaction or other matters
attributable to BOC Financial Corp. and Bank of Davie or any person acting on
their behalf are expressly qualified in their entirety by the cautionary
statements above. BOC Financial Corp. and Bank of Davie do not undertake any
obligation to update any forward-looking statement to reflect circumstances or
events that occur after the date the forward-looking statements are made.
The proposed transaction will be submitted to the stockholders of both BOC
Financial Corp. and Bank of Davie for their consideration, and BOC Financial
Corp. and Bank of Davie will file a joint proxy statement/offering circular and
other relevant documents concerning the proposed transaction with the SEC and
FDIC. Stockholders are urged to read the joint proxy statement/offering
circular, as well as other filings containing information about BOC Financial
Corp. and Bank of Davie, at the SEC's Internet site (http://www.sec.gov).
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Copies of the joint proxy statement/offering circular and the SEC filings that
will be incorporated by reference in the joint proxy statement/offering circular
can also be obtained, without charge, by directing a request to Stephen R.
Talbert, President and CEO, BOC Financial Corp., 107 South Central Avenue,
Landis, North Carolina 28088-1402 (704-857-7277), or to Robert E. Marziano,
President and CEO, Bank of Davie, 135 Boxwood Village, Mocksville, North
Carolina 27028 (336-751-5755).
BOC Financial Corp. and Bank of Davie, and their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the stockholders of BOC Financial Corp. and Bank of Davie in
connection with the combination. Information about the directors and executive
officers of BOC Financial Corp. and their ownership of BOC Financial Corp.
common stock is set forth in the proxy statement, dated April 6, 2001, for BOC
Financial Corp.'s 2001 annual meeting of stockholders, as filed with the SEC on
Schedule 14A. Information about the directors and executive officers of Bank of
Davie and their ownership of Bank of Davie common stock is set forth in the
proxy statement, dated March 16, 2001, for Bank of Davie's 2001 annual meeting
of stockholders, as filed with the FDIC. Additional information regarding the
interests of those participants may be obtained by reading the joint proxy
statement/offering circular regarding the proposed transaction when it becomes
available.
THE FOLLOWING IS A JOINT PRESS RELEASE ISSUED BY BANK OF DAVIE AND BOC
FINANCIAL CORP. ON JULY 19, 2001
PRESS RELEASE
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For Immediate Release
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For Further Information Contact:
Robert E. Marziano, President
Bank of Davie
135 Boxwood Village Drive
Mocksville, North Carolina 27028
(336) 751-5755
Stephen R. Talbert, President
BOC Financial Corp.
107 South Central Boulevard
Landis, North Carolina 28088
(704) 857-7277
BANK OF DAVIE AND BOC FINANCIAL ANNOUNCE MERGER
Mocksville, NC and Landis, NC: The Boards of Directors of Bank of Davie,
Mocksville, North Carolina (OTC Bulletin Board: BADN) and BOC Financial Corp.,
Landis, North Carolina (OTC Bulletin Board: BOCF) announced today that they had
entered into a definitive agreement whereby BOC Financial Corp. and its wholly
owned subsidiary, Bank of the Carolinas, would be acquired by Bank of Davie in
a stock exchange whereby shareholders of BOC Financial would receive 0.92 shares
of Bank of Davie common stock for each share of BOC Financial common stock. The
merger transaction is subject to the approval of the shareholders of Bank of
Davie and BOC Financial as well as state and federal bank regulatory
authorities. It is expected the shareholders will be called to vote on the
merger during the fourth quarter of this year with an anticipated closing date
of December 31, 2001. The combined institution will be headquartered in
Mocksville, North Carolina and will operate under the name "Bank of the
Carolinas" with Stephen R. Talbert as Chairman of the Board of Directors and
Robert E. Marziano as President and Chief Executive Officer.
As of June 30, 2001, Bank of Davie had total assets of $93.1 million, total
deposits of $81.0 million and shareholders' equity of $7.1 million. BOC
Financial had total assets of $41.1 million, total deposits of $30.7 million and
shareholders' equity of $8.2 million.
Robert E. Marziano stated: "We are delighted to combine with Bank of the
Carolinas that has a long standing history of providing mortgage products to its
customers in Rowan County. We will look forward to working with their staff to
enlarge their existing customer base and enhancing products and services. Rowan
County is a vibrant area and we look forward to becoming an even greater part of
the communities there." Stephen R. Talbert stated: "Since we converted from a
state savings bank to a commercial bank in 1998, we have worked towards becoming
more of a full service bank to our customers and communities. This combination
with Bank of Davie will speed up that process greatly and give us the ability to
better serve our customers. We are excited about joining with Bank of Davie
that has an outstanding track record in their market for a new bank." Bank of
Davie has offices in Mocksville, Advance and Carthage and Bank of the Carolinas
operates out of its home office in Landis.
+++End of Release+++