UNITED STATES
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 10, 2007
FOUR OAKS FINCORP, INC.
(Exact name of registrant as specified in its charter)
North Carolina 000-22787 56-2028446
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification Number)
6114 U.S. 301 South
Four Oaks, North Carolina 27524
(Address of principal executive offices) (Zip Code)
(919) 963-2177
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[X] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As previously disclosed in a Current Report on Form 8-K filed by Four Oaks
Fincorp, Inc. (the "Company") on December 10, 2007 (the "December 10th Current
Report"), the Company, its wholly-owned subsidiary, Four Oaks Bank & Trust
Company ("Four Oaks"), and LongLeaf Community Bank ("LongLeaf") entered into a
definitive merger agreement (the "Agreement"), pursuant to which LongLeaf will
merge with and into Four Oaks (the "Merger"). The Company is filing with this
Current Report the Agreement and a list of schedules omitted from the Agreement,
which are attached to this Current Report on Form 8-K as Exhibits 2.1 and 2.2,
respectively, and incorporated herein by reference.
THIS CURRENT REPORT ON FORM 8-K IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN
OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. The
proposed transaction will be submitted to LongLeaf's shareholders for their
consideration. The parties to the Agreement will file a registration statement,
a proxy statement/prospectus, and other relevant documents concerning the
proposed transaction with the SEC and FDIC. SHAREHOLDERS OF LONGLEAF ARE NOT
BEING ASKED TO TAKE ANY ACTION AT THIS TIME BUT ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AND FDIC, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. You will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about the
parties to the Agreement, at the SEC's Website (http://www.sec.gov). Information
about Longleaf is available in the public filings it makes with the Federal
Deposit Insurance Corporation (FDIC), which are available for inspection at the
offices of the FDIC's Accounting and Securities Disclosure Section located at
Room F-6043, 550 17th Street, N.W., Washington, DC 20429. One may also obtain
copies of Longleaf's reports by calling the FDIC's Accounting and Securities
Disclosure Section at (202) 898-8913, by facsimile at (202) 898-8505, or by
email at mfields@fdic.gov. Copies of the proxy statement/prospectus and the SEC
filings that will be incorporated by reference in the proxy statement/prospectus
can be obtained, without charge, by directing a request to Nancy Wise, Four Oaks
Fincorp, Inc., 6114 U.S. 301 South, Four Oaks, North Carolina 27524, (919)
963-2177. In addition, copies of the proxy statement/prospectus can be obtained,
without charge, by directing a request to Sandy Hunsucker, LongLeaf Community
Bank, P.O. Box 1208, Rockingham, North Carolina 28380, (910) 895-1208.
Each of the parties to the Agreement and each of their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the shareholders of LongLeaf, in connection with the Merger.
Information about the directors and executive officers of the Company and their
ownership of the Company's common stock is set forth in the proxy statement,
dated April 2, 2007, for the Company's 2007 annual meeting of shareholders held
on April 23, 2007, as filed with the SEC on a Schedule 14A. Information about
the directors and executive officers of LongLeaf and their ownership of LongLeaf
common stock is set forth in the proxy statement, dated April 12, 2007, for
LongLeaf's 2007 annual meeting of shareholders held on May 10, 2007. Additional
information regarding the interests of LongLeaf's directors and officers may be
obtained by reading the proxy statement/prospectus when it becomes available.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following exhibits accompany this Report:
Exhibit 2.1 Merger Agreement, dated December 10, 2007, by and among Four
Oaks Fincorp, Inc., Four Oaks Bank & Trust Company and LongLeaf
Community Bank
Exhibit 2.2 List of Schedules Omitted from Merger Agreement included as
Exhibit 2.1 above
SIGNATURE
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.
FOUR OAKS FINCORP, INC.
By: /s/ Nancy S. Wise
-----------------
Nancy S. Wise
Chief Financial Officer
Date: December 12, 2007
EXHIBIT INDEX
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Exhibit 2.1 Merger Agreement, dated December 10, 2007, by and among Four
Oaks Fincorp, Inc., Four Oaks Bank & Trust Company and LongLeaf
Community Bank
Exhibit 2.2 List of Schedules Omitted from Merger Agreement included as
Exhibit 2.1 above