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): September 22, 2005
GREENE COUNTY BANCSHARES, INC.
(Exact Name of Registrant as Specified in Charter)
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| Tennessee
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0-14289
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62-1222567 |
| (State or Other Jurisdiction of
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(Commission
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(I.R.S. Employer |
| Incorporation)
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File Number)
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Identification No.) |
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| 100 North Main Street
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| Greeneville, Tennessee
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37743-4992 |
| (Address of Principal Executive Offices)
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(Zip Code) |
(423) 639-5111
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement
On September 22, 2005, Greene County Bancshares, Inc., a Tennessee corporation (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods,
Inc. for itself and as representative for the underwriters identified on Schedule A thereto, (the
“Underwriters”), pursuant to which the Company agreed to sell to the Underwriters an aggregate of
1,833,043 shares of the Company’s common stock, par value $2.00 per share, (the “Common Stock”)
plus up to an additional 274,957 shares of Common Stock if the Underwriters exercise their 30-day
option to cover over-allotments, if any. The shares of Common Stock are being offered pursuant to
Registration Statements on Form S-3 (Registration No. 333-127120 and 333-128509) filed under the
Securities Act of 1933, as amended, including pursuant to Rule 462(b), and a related prospectus
dated September 22, 2005. The shares are being offered to the public at a price of $25.750 per
share and the Underwriters are purchasing the shares from the Company for $24.205 per share.
Certain of the Underwriters and some of their respective affiliates have performed and may
continue to perform financial advisory, investment banking, and commercial banking services for the
Company in the ordinary course of their respective businesses, and have received, and may continue
to receive, compensation for such services. The commercial relationships that the Company has with
affiliates of the Underwriters include, among others, a $35 million line of credit from SunTrust
Bank, an affiliate of SunTrust Capital Markets, Inc., which the Company may draw upon at its
discretion, subject to the satisfaction of certain customary closing conditions, to provide it with
liquidity and to fund operations including to provide capital to the Company’s bank subsidiary,
Greene County Bank, as a secondary source of funding in connection with Greene County Bank’s
proposed acquisition of five branches of Old National Bank in Clarksville, Tennessee. This line of
credit, which reduces down to $15 million on November 30, 2005, requires the Company to pay
SunTrust Bank a commitment fee equal to 0.15% per annum on the average daily unborrowed amount. In
addition, Howe Barnes Investments, Inc., one of the Underwriters, provided placement agent services
to the Company in connection with its June 28, 2005 issuance of trust preferred securities through
Greene County Capital Trust II. Howe Barnes Investments, Inc. received customary fees for providing
these services.
The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
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1.1 |
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Underwriting Agreement dated as of September 22, 2005 among
Greene County Bancshares, Inc. and Keefe, Bruyette & Woods, Inc. for itself and as
representative for the underwriters listed on Schedule A thereto. |
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