News Focus
News Focus
icon url

Popper

08/28/13 10:43 AM

#24 RE: genlou #23

Form 8-K for 1ST FINANCIAL SERVICES CORP

28-Aug-2013

Entry into a Material Definitive Agreement, Other Events, Financial S


Item 1.01 - Entry into a Material Definitive Agreement
On August 28, 2013, 1st Financial Services Corporation (the "1st Financial"), its wholly-owned subsidiary, Mountain 1st Bank & Trust Company (the "Mountain 1st"), and First-Citizens Bank & Trust Company ("First-Citizens") entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, 1st Financial and Mountain 1st will, on the terms and subject to the conditions set forth in the Merger Agreement, merge with and into First-Citizens, so that First-Citizens will be the surviving banking corporation in the merger (the "Merger"). 1st Financial, Mountain 1st and First-Citizens anticipate that the Merger will close no later than the first quarter of 2014, subject to customary closing conditions, including regulatory approvals and approval of 1st Financial's shareholders.

At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $5.00 per share, of 1st Financial issued and outstanding immediately before the Effective Time (the "1st Financial Common Stock") will be converted into the right to receive cash in an amount equal to $2.0 million divided by the total number of outstanding shares of 1st Financial Common Stock as of the Effective Time. At the Effective Time, the 1st Financial Common Stock, along with any unexercised options, shall be cancelled. There are presently 5,202,385 shares of 1st Financial Common Stock issued and outstanding.


http://biz.yahoo.com/e/130828/ffis8-k.html