SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 31, 2001
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MOUNTAINBANK FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
NORTH CAROLINA 000-32547 56-2237240
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
201 Wren Drive
Hendersonville, North Carolina 28792
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (828) 693-7376
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Item 2. Acquisition or Disposition of Assets.
Effective at 5:01 P.M. on December 31, 2001, First Western Bank ("FWB") was
merged into Registrant's wholly-owned banking subsidiary, MountainBank. FWB was
an insured, North Carolina-chartered bank located in Burnsville, North Carolina,
that first began banking operations on December 15, 1997. On September 30, 2001,
First Western's unaudited interim financial statements reflected total assets of
approximately $97.1 million, total loans of approximately $78.1, total deposits
of approximately $67.6 million, and total shareholders' equity of approximately
$13.4 million.
FWB's principal executive offices were located in Burnsville (Yancey
County), North Carolina. In addition to its main banking office, it operated two
branch offices in Spruce Pine (Mitchell County), North Carolina, and one branch
office in Weaverville (Buncombe County), North Carolina. FWB's principal banking
market consisted of the area immediately surrounding its banking offices,
including portions of Yancey, Mitchell, and Buncombe Counties, and is located in
the mountains of North Carolina north of the City of Asheville.
The merger was effected pursuant to an Agreement and Plan of Reorganization
and Merger dated September 17, 2001, between Registrant, FWB and MountainBank
(the "Agreement"). Under the Agreement, each of the outstanding shares of FWB's
common stock held by its shareholders (other than shareholders who exercised
their statutory dissenters' rights under North Carolina Law) were converted into
0.50 shares of Registrant's common stock. The merger was approved by FWB's
shareholders at a special meeting on December 20, 2001.
In connection with the merger, William A. Banks and Van F. Phillips, former
directors of FWB, have been appointed to serve as directors of Registrant and
MountainBank. Additionally, two other former FWB directors have been appointed
to serve as directors of MountainBank.
The merger is being treated as a "purchase" under generally accepted
accounting principles.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. The following audited financial
statements and unaudited interim financial statements of FWB were
previously filed with Amendment No. 1 to Registrant's Registration
Statement on Form S-4 (Reg. No. 333-71516) and are not being refiled with
this Report:
(1) Audited Financial Statements of FWB:
(i) Independent Auditors' Report
(ii) Balance Sheets -- December 31, 2000 and 1999
(iii) Statements of Operations and Comprehensive Income (Loss) --
Years ended December 31, 2000, 1999 and 1998
(iv) Statements of Changes in Shareholders' Equity -- Years ended
December 31, 2000, 1999 and 1998
(v) Statements of Cash Flows -- Years ended December 31, 2000, 1999
and 1998
(vi) Notes to Financial Statements -- Years ended December 31, 2000,
1999 and 1998
(2) Unaudited Interim Financial Statements of FWB:
(i) Balance sheets -- September 30, 2001 (unaudited) and December
31, 2000
(ii) Statements of operations and comprehensive income (loss)
(unaudited) -- Three- and nine-month periods ended September
30, 2001 and 2000
(iii) Statements of cash flows (unaudited) -- Nine months ended
September 30, 2001 and 2000
(iv) Notes to financial statements (unaudited) -- Three- and
nine-month periods ended September 30, 2001 and 2000
(b) Pro forma Condensed Combined Financial Statements. The following pro forma
condensed combined financial statements will be filed by amendment to
this Report:
(1) Pro forma condensed combined balance sheet (unaudited)-- September 30,
2001
(2) Pro forma condensed combined income statements -- For the nine months
ended September 30, 2001
(3) Pro Forma Condensed Combined Income Statements -- For the year ended
December 31, 2000
(4) Notes to pro forma condensed combined financial statements
(c) Exhibits. The following exhibit was previously filed with Amendment
No. 1 to Registrant's Registration Statement on Form S-4 (Reg. No.
333-71516) and is not being refiled with this Report:
Exhibit No. Exhibit Description
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2 Agreement and Plan or Reorganization and Merger dated
September 17, 2001
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
MOUNTAINBANK FINANCIAL CORPORATION
(Registrant)
Date: January 14, 2002 By: /s/ Gregory L. Gibson
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Gregory L. Gibson
Chief Financial Officer
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