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):
September 5, 2006
United Community Banks, Inc.
(Exact name of registrant as specified in its charter)
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| Georgia
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No. 0-21656
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No. 58-180-7304 |
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| (State or other jurisdiction of
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(Commission File Number)
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(IRS Employer |
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Identification No.) |
63 Highway 515, P.O. Box 398
Blairsville, Georgia 30512
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(706) 781-2265
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
Item 8.01 Other Events.
(a) On September 5, 2006, United Community Banks, Inc., (the
“Company”) entered into an Agreement and Plan of Reorganization
(the “Acquisition Agreement”) by and among the Company, Southern
Bancorp, Inc., a Georgia corporation (“SBI”), and Southern
National Bank, a national bank and a wholly-owned subsidiary of
SBI (“SNB”), pursuant to which SBI will merge with and into the
Company (the “Merger”) for $66.5 million of common stock of the
Company, subject to adjustment under the terms and conditions of
the Acquisition Agreement.
The Merger has been approved by the Company’s and SBI’s Boards
of Directors. The Merger is conditioned on, among other things,
the approval of the Acquisition Agreement by the shareholders of
SBI and the receipt of all required regulatory approvals.
Also on September 5, 2006, the Company issued a press release
announcing that it had entered into the Acquisition Agreement, a
copy of which is attached hereto as Exhibit 99.1.
(b) Attached hereto as Exhibit 99.2 is a SBI balance sheet
summary, a SBI tax equivalent net income summary and an analysis
of the purchase price to be paid by the Company as a multiple of
book value and earnings of SBI. SBI is an S corporation, and
its regulatory reports are prepared on that basis. The attached
tax equivalent summaries convert reported data to approximate
equivalent values as if SBI were a taxable C corporation.
The Company is providing this information for the benefit of
analysts and others who routinely report transaction prices as a
multiple of book value or earnings because available public
information does not permit an accurate, comparable computation
of these multiples. The Company does not believe that a
transaction’s book value multiple is necessarily indicative of
the relative merits of a particular transaction or an
appropriate ratio to use in comparing different transactions
either by acquirers or sellers. The Company believes a
transaction’s earnings multiple is a more relevant measure when
evaluating the merits of a transaction.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits:
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99.1
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Press Release, dated September 5, 2006 |
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99.2
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Financial Summary for Southern Bancorp, Inc. |