-----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, AZdS8svm/wHJI9iK3uiJ5xnLlkNrMTl0bB74YTgrrK46hHQ3gTqsrdsaUGStXezI SKZF3BqynO6iKNYGxikjug== 0001181431-09-059366.txt : 20091231 0001181431-09-059366.hdr.sgml : 20091231 20091231160140 ACCESSION NUMBER: 0001181431-09-059366 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091231 DATE AS OF CHANGE: 20091231 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NB&T FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000908837 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 311004998 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23134 FILM NUMBER: 091268652 BUSINESS ADDRESS: STREET 1: 48 NORTH SOUTH ST CITY: WILMINGTON STATE: OH ZIP: 45177 BUSINESS PHONE: 9373821441 MAIL ADDRESS: STREET 1: 48 NORTH SOUTH ST CITY: WILMINGTON STATE: OH ZIP: 45177 FORMER COMPANY: FORMER CONFORMED NAME: INTERCOUNTY BANCSHARES INC DATE OF NAME CHANGE: 19930708 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NB&T FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000908837 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 311004998 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 48 NORTH SOUTH ST CITY: WILMINGTON STATE: OH ZIP: 45177 BUSINESS PHONE: 9373821441 MAIL ADDRESS: STREET 1: 48 NORTH SOUTH ST CITY: WILMINGTON STATE: OH ZIP: 45177 FORMER COMPANY: FORMER CONFORMED NAME: INTERCOUNTY BANCSHARES INC DATE OF NAME CHANGE: 19930708 425 1 rrd261269.htm Prepared By R.R. Donnelley Financial -- Form 8-K
 
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):  12/31/2009
 
NB&T FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  0-23134
 
OHIO
  
31-1004998
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
48 N South Street, Wilmington, OH 45177
(Address of principal executive offices, including zip code)
 
937-382-1441
(Registrant’s telephone number, including area code)
 
(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 2.01.    Completion of Acquisition or Disposition of Assets
 
NB&T Financial Group, Inc. ("NB&T Financial"), has completed its acquisition of The Community National Bank located in Franklin, Ohio, through the merger of Community National Bank's parent, Community National Corporation, into NB&T Financial effective as of 6:00 p.m. on December 31, 2009, and the merger of Community National Bank into The National Bank and Trust Company ("NB&T") immediately thereafter. The resulting bank will continue to operate under the name of The National Bank and Trust Company.

With this merger, NB&T Financial will add approximately $92 million to its assets, resulting in total assets of approximately $646 million and total deposits of approximately $532 million based on the September 30, 2009 reported results.

The acquisition of Community National Bank has provided NB&T an expanded presence into Northern Warren County, Southern Montgomery County and Eastern Butler County, with five (5) banking offices located in Carlisle, Centerville, Franklin, Middletown and Springboro. Wit h the addition of these branch offices, NB&T will own and operate 24 banking offices throughout Southwest Ohio.

Under the merger agreement, Community National Corporation's stockholders who hold of record more than 1,500 shares of Community National Corporation common stock have the option of receiving cash or NB&T Financial common shares in exchange for their Community National Corporation stock (or any combination of cash and shares), subject to the allocation and election procedures in the merger agreement. Community National Corporation stockholders who hold of record 1,500 or fewer shares will be deemed to have elected to receive cash. NB&T Financial will allocate requests so that 50% of the total Community National Corporation shares will be exchanged for cash at the rate of $11.41 per share, and the other 50% of the Community National Corporation shares will be exchanged for NB&T Financial common shares at the exchange rate of 0.761 NB&T Financial common shares for each Community National Corpora tion share. NB&T Financial expects to pay Community National Corporation stockholders approximately $3,563,000 and 237,606 NB&T Financial common shares.

 
 
Item 8.01.    Other Events
 
On or about December 31, 2009, NB&T Financial is issuing a press release regarding the merger closing described in Item 2.01. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 
 
Item 9.01.    Financial Statements and Exhibits
 
(a)        Financial Statements of Business Acquired

        The financial statements of Community National Corporation for the periods specified in the applicable provisions of Regulation S-X will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date of this Current Report on Form 8-K.

(b)        Pro Forma Financial Information

        The pro forma financial information required by the applicable provisions of Regulation S-X will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date of this Current Report on Form 8-K.

(c)        Shell Company Transactions

Not applicable.

(d)        Exhibits

        The following exhibits are being filed with this Current Report on Form 8-K or incorporated into this Current Report on Form 8-K by reference:

Exhibit No.                Description

2.1                        Agreement and Plan of Merger, dated as of June 30, 2009, by and between NB&T Financial Group, Inc. and Community National Corporation, as amended effective October 12, 2009 (incorporated herein by reference to Annex A to the Prospectus/Proxy Statement filed in Pre-Effective Amendment No. 1 to the Registration Statement on Form S-4 filed on November 12, 2009)

99.1                        NB&T Financial Group, Inc., press release dated December 31, 2009

 

 

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.
 
           
NB&T FINANCIAL GROUP INC
 
 
Date: December 31, 2009
     
By:
 
/s/    Craig F. Fortin
               
Craig F. Fortin
               
Senior Vice President, Chief Financial Officer
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-99.1
  
NB&T Financial Group, Inc., press release dated December 31, 2009
EX-99.1 2 rrd261269_30749.htm NB&T FINANCIAL GROUP, INC., PRESS RELEASE DATED DECEMBER 31, 2009 FOR IMMEDIATE RELEASE

Exhibit 99.1

NB&T Financial Group, Inc. Completes Acquisition of

Community National Corporation

Wilmington, OH, December 31, 2009 - NB&T Financial Group, Inc. ("NB&T Financial"), Wilmington, Ohio (Nasdaq: NBTF), has completed its acquisition of The Community National Bank located in Franklin, Ohio, through the merger of Community National Bank's parent, Community National Corporation, into NB&T Financial Group, Inc., and the merger of Community National Bank into The National Bank and Trust Company ("NB&T"). The resulting bank will continue to operate under the name of The National Bank and Trust Company.

The transaction received various regulatory approvals and the approval of the stockholders of Community National Corporation and was completed as planned in the fourth quarter of 2009. With this merger, NB&T Financial will add approximately $92 million to its assets, resulting in total assets of approximately $646 million and total deposits of approximately $532 million based on the September 30, 2009 reported results.


The acquisition of Community National Bank has provided NB&T an expanded presence into Northern Warren County, Southern Montgomery County and Eastern Butler County, with five (5) banking offices located in Carlisle, Centerville, Franklin, Middletown and Springboro. With the addition of these branch offices, NB&T will own and operate 24 banking offices throughout Southwest Ohio.

John J. Limbert, President and Chief Executive Officer of NB&T, stated, "The acquisition of Community National Bank allows us to expand our footprint in Southwest Ohio while maintaining our community bank philosophy of being focused on our customers. We are excited to be able to support and compete in these new markets."

Under the merger agreement, Community National Corporation's stockholders who hold of record more than 1,500 shares of Community National Corporation common stock have the option of receiving cash or NB&T Financial common shares in exchange for their Community National Corporation stock (or any combination of cash and shares), subject to the allocation and election procedures in the merger agreement. Community National Corporation stockholders who hold of record 1,500 or fewer shares will be deemed to have elected to receive cash. NB&T Financial will allocate requests so that 50% of the total Community National Corporation shares will be exchanged for cash at the rate of $11.41 per share, and the other 50% of the Community National Corporation shares will be exchanged for NB&T Financial common shares at the exchange rate of 0.761 NB&T Financial common shares for each Community National Corporation share. NB&T Financial expects to pay Community National Corporation stockholders appro ximately $3,563,000 and 237,606 NB&T Financial common shares.

About NB&T Financial and National Bank and Trust

NB&T Financial is the holding company for NB&T, which is a full service financial institution offering deposit, loan, investment and insurance products for personal and business needs. NB&T was originally founded in 1872 and has remained true to its community banking philosophy and local presence. NB&T prides itself on delivering unparalleled customer service and guidance to customers.

Member FDIC

Additional Information About the Merger

NB&T Financial has filed with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 concerning the merger, which included a prospectus/proxy statement for the offer and sale of NB&T Financial common shares to Community National Corporation shareholders as well as for the solicitation of proxies from Community National Corporation's shareholders for use at the meeting at which the merger transaction was voted upon. The prospectus/proxy statement and other documents filed by NB&T Financial with the SEC contain important information about NB&T Financial, Community National Corporation and the merger transaction. We urge investors and Community National Corporation shareholders to read carefully the prospectus/proxy statement and other documents filed with the SEC, including any amendments or supplements also filed with the SEC. Investors and shareholders may obtain a free copy of the prospectus/proxy statement - along with other filings cont aining information about NB&T Financial - at the SEC's website at http://www.sec.gov. Copies of the prospectus/proxy statement, and NB&T Financial 's filings with the SEC, may also be obtained free of charge by directing a request to NB&T Financial Group, Inc., 48 N. South Street, Wilmington, Ohio 45177, attention Craig F. Fortin, Chief Financial Officer, telephone (937) 382-1441.

The securities to be issued in connection with the merger described in the referenced prospectus/proxy statement are not savings accounts, deposit accounts or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other federal or state governmental agency. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the NB&T Financial Group, Inc., common shares to be issued in the merger or determined if the prospectus/proxy statement is truthful or complete. Any representation to the contrary is a criminal offense.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

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