-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UXgANQs7o5IU5MecIvjpciZFpesuVSmId19NdwxhGkaAXV86agnh0JcV4vVHpbQM 5sIy9aaBaoFlOZ+CjDaW4Q== 0000950168-02-001962.txt : 20020723 0000950168-02-001962.hdr.sgml : 20020723 20020723143454 ACCESSION NUMBER: 0000950168-02-001962 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020723 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOUNTAINBANK FINANCIAL CORP CENTRAL INDEX KEY: 0001135253 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32547 FILM NUMBER: 02708465 BUSINESS ADDRESS: STREET 1: 201 WREN DRIVE CITY: HENDERSONVILLE STATE: NC ZIP: 28793 BUSINESS PHONE: 8286937376 8-K 1 d8k.txt FORM 8-K 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): July 23, 2002 ------------------------------- MOUNTAINBANK FINANCIAL CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NORTH CAROLINA 000-32547 56-2237240 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 201 Wren Drive Hendersonville, North Carolina 28792 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (828) 693-7376 ----------------------------- Item 2. Acquisition or Disposition of Assets. On July 23, 2002, Registrant and TrustCo Holding, Inc. ("TrustCo") jointly announced that they have entered into a definitive agreement to merge. TrustCo is headquartered in Greenville, SC, and is the parent company of Trust Company of the South, a state-chartered trust company, and Asset Management of the South, a registered investment advisor. Registrant is headquartered in Hendersonville, NC, and is the parent company of MountainBank, a state-chartered bank which currently operates 16 banking offices in nine western North Carolina counties and a mortgage subsidiary headquartered in Greenwood, SC. Registrant previously announced that it also has entered into definitive agreements to merge with Cardinal BankShares Corporation, a bank holding company headquartered in Floyd, VA, and CNB Holdings, Inc., a bank holding company headquartered in Pulaski, VA. A copy of Registrant's and TrustCo's joint press release is attached as an exhibit to this Report. Item 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibit is being filed with this Report: Exhibit No. Exhibit Description - ----------- ----------------------------------------------- 99 Copy of joint press release dated July 23, 2002 2 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: July 23, 2002 By: /s/ Gregory L. Gibson -------------------------------------- Gregory L. Gibson Chief Financial Officer 3 EX-99 3 dex99.txt PRESS RELEASE DATED JULY 23, 2002 Exhibit 99 [MOUNTAINBANK FINANCIAL CORPORATION LETTERHEAD] News Release Date: Tuesday, July 23, 2002 Contact: J. W. Davis, President and CEO MountainBank Financial Corporation (828) 693-7376 Andrew M. Crane, Sr., President and CEO TrustCo Holding, Inc. (864) 232-2255 Release Date: For Immediate Release MOUNTAINBANK FINANCIAL CORPORATION AND TRUSTCO HOLDING, INC. ANNOUNCE SIGNING OF MERGER AGREEMENT GREENVILLE S.C. and HENDERSONVILLE, N.C., July 23 / PR Newswire / -- The Boards of Directors of TrustCo Holding, Inc., Greenville, South Carolina (parent company of Trust Company of the South and Asset Management of the South) and MountainBank Financial Corporation (OTC Bulletin Board: MBFC; parent company of MountainBank), Hendersonville, North Carolina, announced today that final terms for the merger of the two companies had been reached and that a merger agreement has been completed and executed by the two companies. The merger will be effected via a stock transaction valued at approximately $1.8 million. The merger transaction is subject to the approval of the shareholders of TrustCo Holding, Inc. and to receipt of required state and federal bank regulatory approvals. Subject to those contingencies, it is expected that the transaction will be consummated during the fourth quarter of 2002. J.W. Davis, President of MountainBank Financial Corporation commented on the merger by stating, "We are extremely gratified to find a strategic partner that will facilitate full service banking powers for MountainBank into the very dynamic and progressive upstate of South Carolina. Nearly one-half of MountainBank Financial Corporation's corporate board is either a resident or native of South Carolina, so this is both a natural alignment for us and extends the southern boundary of our MountainBank franchise." Andrew M. Crane, Sr., President and CEO of TrustCo Holding, Inc. stated, "Our Board of Directors and associates feel strongly that our combination with the MountainBank community culture, one to one personal service, and profitable growth strategy will enable Trust Company of the South to expand our commitment of delivering the best available services throughout South Carolina. The addition of traditional banking products affords our firm needed programs to round out our delivery system. Given the success and strength of the MountainBank franchise, the addition of our financial planning, Private Banking, trust and investment management services can and will add new quality products to serve their existing client and prospect base in North Carolina and soon Virginia." ---------------------------------------- This joint press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding MountainBank Financial Corporation ("MFC"), TrustCo Holding Inc. ("TrustCo") and their proposed merger. Those statements include, but are not limited to: (1) statements about the benefits of the proposed merger (including future financial and operating results, A-1 cost savings, and enhanced revenues), (2) statements regarding MFC's and TrustCo'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," "would be," and similar expressions. These statements are based upon the current beliefs and expectations of MFC's and TrustCo's management and they are subject to significant risks and uncertainties. Actual or future results or events may differ from those set forth in the forward- looking statements. The following risks and other factors, among others, could cause actual results or events to differ materially from the anticipated results, events or other expectations expressed in the forward-looking statements: (1) that the businesses of MFC and TrustCo will not be integrated successfully or that the process of integrating their businesses may be more difficult, time-consuming or costly than expected; (2) that expected revenue synergies and cost savings from the merger may not be fully realized or may not be realized within the expected time frame; (3) that revenues following the merger may be lower than expected; (4) that operating costs, customer loss and business disruption following the merger, including without limitation difficulties in maintaining relationships with employees, may be greater than expected; (5) that required governmental approvals of the merger will not be obtained on its proposed terms and schedule; (6) that TrustCo's stockholders will not approve the merger; (7) that competitive pressures among depository and other financial institutions may increase significantly and have an effect on pricing, spending, third-party relationships and revenues; (8) that the strength of the United States economy in general, and of the local economies in which the combined company will operate, may be different than expected, which could result in, among other things, a reduced demand for the combined company's products and services; (9) that there will be changes in the U.S. legal and regulatory framework; and (10) that there will be adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) which would negatively affect the combined company's business and operating results. Additional factors that could cause MFC's and TrustCo's results to differ materially from those described in the forward-looking statements can be found in reports (such as Annual Reports on Form 10-K or 10-KSB, Quarterly Reports on Form 10-Q or 10-QSB and Current Reports on Form 8-K) filed by MFC with the Securities and Exchange Commission and which are available, without charge, at the SEC's Internet site (http://www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed merger or other matters attributable to MFC and TrustCo or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. MFC and TrustCo 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. This press release does not constitute an offer of any securities for sale. SOURCE: TrustCo Holding, Inc. and MountainBank Financial Corporation +++End of Release+++ A-2 -----END PRIVACY-ENHANCED MESSAGE-----