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) December 31, 2001
UNITED COMMUNITY BANCORP
(formerly Catawba Valley Bancshares, Inc.)
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(Exact name of Registrant as specified in its charter)
North Carolina 0-26551 56-2137427
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification number)
804 Second Street, NE, Hickory, NC 28601-3843
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(Address of principal executive offices)
Registrant's telephone number, including area code (828) 431-2300
CATAWBA VALLEY BANCSHARES, INC.
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(Former name or address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
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(a) On December 31, 2001, pursuant to an Agreement and Plan of Share Exchange
dated June 29, 2001 (the "Agreement") between the Registrant, Catawba Valley
Bank ("Catawba"), and First Gaston Bank of North Carolina ("First Gaston") which
was approved by shareholders at a special meeting on November 27, 2001,
Registrant acquired all of the outstanding $5.00 par value common stock of First
Gaston. Under the terms of the Agreement, each share of First Gaston common
stock was exchanged for 0.8934 shares of the Registrant's $1.00 par value common
stock. Also pursuant to the Agreement and in connection with the share exchange,
the Registrant changed its name to "United Community Bancorp".
In connection with the share exchange, the board of directors of the Registrant
was reconstituted by reducing the minimum number of directors to 8 and to
include 4 former directors of First Gaston and 4 directors of the Registrant.
(b) Pursuant to the Agreement, the Registrant has acquired all assets of First
Gaston including plant, equipment, and physical property which all were used in
the business of banking and other such business as it closely related to
banking. The Registrant intends to continue using this plant, equipment, and
physical property in the same manner as First Gaston prior to the share
exchange.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired
1. The audited consolidated statements of condition of First Gaston and
subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of income, shareholders' equity and cash flows
for each of the three years ended December 31, 2000, and the related
notes and report of independent auditors thereto are incorporated by
reference to Exhibit 13.3 to Registrant's Registration Statement on
Form S-4 (333-67290) filed August 10, 2001.
(b) Pro Forma Financial Information.
1. Registrant and First Gaston unaudited pro forma condensed combined
balance sheets at June 30, 2001, December 31, 2000 and December 31,
1999, the unaudited pro forma condensed combined statements of income
for the six months ended June 30, 2001 and for the three years ended
December 31, 2000, and the related notes to the unaudited pro forma
condensed combined financial information and the unaudited pro forma
combined capitalization at June 30, 2001 are incorporated by reference
to Registrant's Registration Statement on Form S-4 (333-67290) filed
August 10, 2001.
(c) Exhibits
2 The Share Exchange Agreement is incorporated by reference to Appendix I
to the Joint Proxy Statement-Prospectus contained in Registrant's
Registration Statement on Form S-4 (333-67290) filed August 10, 2001.
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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.
UNITED COMMUNITY BANCORP
By: /s/ R. Steve Aaron
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R. Steve Aaron
President and Chief Executive Officer
Dated: January 2, 2002
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibit
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2 The Share Exchange Agreement is incorporated by reference to
Appendix I to the Joint Proxy Statement-Prospectus contained in
Registrant's Registration Statement on Form S-4 (333-67290) filed
August 10, 2001.
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