Greene County Bancshares, Inc. Form 8-K filed January 26, 2007
AND EXCHANGE COMMISSION
TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
Report (date of earliest event reported): January
COUNTY BANCSHARES, INC.
or Other Jurisdiction
Main Street, Greeneville, Tennessee 37743-4992
appropriate box if the Form 8-K filing is intended to simultaneously satisfy
filing obligation of the registrant under any of the following
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
(17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
(17 CFR 240.13e-4(c))
Into a Material Definitive Agreement.
January 25, 2007, Greene County Bancshares, Inc., a Tennessee corporation
(“Greene County”), and Civitas Bankgroup, Inc., a Tennessee corporation
(“Civitas”), entered into a definitive merger agreement (the “Merger
Agreement”). The Merger Agreement provides that, upon the terms and subject to
the conditions set forth in the Merger Agreement, Civitas will merge with and
into Greene County, with Greene County continuing as the surviving corporation
effective time and as a result of the Merger, each share of Civitas common
issued and outstanding at the effective time of the Merger will be converted
into the right to receive 0.2674 shares of Greene County common stock or $10.25
in cash, subject to certain adjustments and provisions as contained in the
Merger Agreement. Shareholders of Civitas will have the option of receiving
stock, cash or a combination of stock and cash, subject to the terms of the
Merger Agreement. Of the total consideration, 70% will be in the form of Greene
County common stock and the remaining 30% will be in cash.
completion of the Merger is subject to approval by the shareholders of both
companies, receipt of required regulatory approvals and the satisfaction of
normal and customary closing conditions.
description of the Merger Agreement does not purport to be a complete statement
of the parties’ rights and obligations under the Merger Agreement and the
transactions contemplated thereby. The above description is qualified in its
entirety by reference to the Merger Agreement, a copy of which is attached
this Current Report on Form 8-K as Exhibit 2.1 and incorporated herein by
January 25, 2007, Greene County and Civitas issued the joint press release
announcing the execution of the Merger Agreement. The press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
proposed transaction will be submitted to Greene County’s and Civitas’
shareholders for their consideration. Greene County and Civitas will file a
registration statement, a joint proxy statement/prospectus, and other relevant
documents concerning the proposed transaction with the Securities and Exchange
OF GREENE COUNTY AND CIVITAS ARE NOT BEING ASKED TO TAKE ANY ACTION AT THIS
BUT ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
be able to obtain a free copy of the joint proxy statement/prospectus, as well
as other filings containing information about Greene County and Civitas, at
SEC’s Web site (http://www.sec.gov).
of the joint proxy statement/prospectus and the SEC filings that will be
incorporated by reference in the joint proxy statement/prospectus can be
obtained, without charge, by directing a request to
County Bancshares, 100 North Main Street, Greeneville, TN 37743, Attention:
James E. Adams, (423) 278-3050, or Civitas BankGroup, 4 Corporate Centre, 810
Crescent Centre Drive, Suite 320, Franklin, TN 37067, Attention: Investor
Relations, Lisa L. Musgrove, (615) 234-1232.
Greene County and Civitas and its respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
shareholders of Greene County and Civitas, as the case may be, in connection
with the Merger. Information about the directors and executive officers of
Greene County and their ownership of Greene County common stock is set forth
the proxy statement, dated March 27, 2006, for Greene County’s 2006 annual
meeting of shareholders held on April 26, 2006, as filed with the SEC on a
Schedule 14A. Information about the directors and executive officers of Civitas
and their ownership of Civitas common stock is set forth in the proxy statement,
dated March 29, 2006, for Civitas’ 2006 annual meeting of shareholders held on
April 26, 2006, as filed with the SEC on a Schedule 14A. Additional information
regarding the interests of such participants may be obtained by reading the
joint proxy statement/prospectus when it becomes available.
Statements and Exhibits.
Agreement, dated as of January 25, 2007, by and between Greene County
Bancshares, Inc. and Civitas Bankgroup, Inc. (schedules and
which have been omitted pursuant to Item 601(b)(2) of Regulation
|| Joint Press
Release of Greene County Bancshares, Inc. and Civitas Bankgroup, Inc.
dated January 25, 2007
to the requirements of the Securities Exchange Act of 1934, the registrant
duly caused this report to be signed on its behalf by the undersigned hereunto
January 26, 2007 GREENE
COUNTY BANCSHARES, INC.
Vice President and Chief Financial