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Section 1: 8-K (FORM 8-K)

hmta20190319_8k.htm

 

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: March 19, 2019

 

 


HOMETOWN BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)

 

 


         

Virginia

 

333-158525

 

26-4549960

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

   

202 S. Jefferson Street

Roanoke, Virginia

 

24011

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (540) 345-6000

 

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:

 

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))

 

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company     ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

On March 19, 2019, HomeTown Bankshares Corporation (the “Company”) held a special meeting of the Company’s shareholders (the “Special Meeting”). The matters listed below were submitted to a vote of the Company’s shareholders. Set forth below are the final voting results on each such matter.

 

 

1.

To approve the Agreement and Plan of Reorganization, dated as of October 1, 2018, between American National

Bankshares Inc. ("American National") and the Company, including the related plan of merger, pursuant to which

the Company will merge into American National (the "merger").

 

 

Votes For

  

Votes

Against

  

Abstentions

     

3,793,874

  

95,032

  

8,998

 

 

 

2.

To approve, in a non-binding advisory vote, certain compensation that may become payable to the Company's named

executive officers in connection with the merger.

 

 

Votes For

  

Votes

Against

  

Abstentions

     

3,608,676

  

227,553

  

61,675

 

 

 

3.

To adjourn the meeting, if necessary or appropriate, to permit further solicitation of proxies in the event

there are not sufficient votes at the time of the meeting to approve the merger.

 

 

Votes For

  

Votes

Against

  

Abstentions

     

3,820,455

  

67,866

  

9,583

 

 

 

Item 8.01 - Other Events

On March 20, 2019, the Company and American National issued a joint press release announcing that the shareholders of both companies have approved the previously announced merger of the Company with and into American National at their respective special shareholder meetings held March 19, 2019. The joint press release announcing these shareholder approvals is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

   

Exhibit Number

Description

   

99.1

Joint Press Release dated March 20, 2019

 

 

 

 

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.

 

 

 

HOMETOWN BANKSHARES CORPORATION

 

Date: March 20, 2019

 

 

 

 

By:

/s/ Vance W. Adkins 

 

       

 

 

Vance W. Adkins

 

 

 

Executive Vice President and Chief Financial Officer

 

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

ex_138362.htm

Exhibit 99.1

 

     

 

American National Bankshares Inc. and HomeTown Bankshares

Corporation Announce Shareholder Approvals for Proposed Merger

 

For more information, contact:

 

  Jeffrey V. Haley Susan K. Still
  President & Chief Executive Officer President & Chief Executive Officer
  American National Bankshares Inc. HomeTown Bankshares Corporation
  [email protected] [email protected]
  434.773.2259 540.278.1705

                         

                    

FOR IMMEDIATE RELEASE: March 20, 2019

 

DANVILLE, VA, March 19, 2019 – American National Bankshares Inc. (Nasdaq: AMNB – “American”) headquartered in Danville, Va., and HomeTown Bankshares Corporation (Nasdaq: HMTA – “HomeTown”), headquartered in Roanoke, Va., jointly announced that the shareholders of both companies have approved the previously announced merger of HomeTown with and into American at their respective special shareholder meetings held March 19, 2019. The deal, announced last October, will create a 28-branch bank with approximately $2.5 billion in total assets and expand the presence of American in the Roanoke and New River Valley markets. The shareholder approvals follow all necessary regulatory approvals and the merger is set to close effective April 1, 2019.

 

“We are pleased to have received such strong support for this partnership and we look forward to welcoming HomeTown’s customers and employees to our community bank,” said Jeffrey V. Haley, President and Chief Executive Officer of American.

 

“We appreciate the strong support of our shareholders in approving the merger and look forward to joining American with enhanced opportunities to benefit our customers, our employees and the communities we serve,” said Susan K. Still, President and Chief Executive Officer of HomeTown.

 

About American

 

American National Bankshares Inc. is a multi-state bank holding company with total assets of approximately $1.9 billion. Headquartered in Danville, Va., American is the parent company of American National Bank and Trust Company (“American National Bank”). American National Bank is a community bank serving southern and central Virginia and north central North Carolina with 24 banking offices and two loan production offices. American National Bank also manages an additional $769 million of trust, investment and brokerage assets in its Trust and Investment Services Division. Additional information about American and American National Bank is available at www.amnb.com.

 

Shares of American are traded on the Nasdaq Global Select Market under the symbol “AMNB.”

 

 

 

 

About HomeTown

 

HomeTown Bankshares Corporation is the parent company of HomeTown Bank, which officially opened for business on November 14, 2005. HomeTown Bank offers a full range of banking services to small and medium-size businesses, real estate investors and developers, private investors, professionals and individuals. HomeTown Bank serves three markets including the Roanoke Valley, the New River Valley and Smith Mountain Lake through six branches, seven ATMs, HomeTown Mortgage and HomeTown Investments. A high level of responsive and personal service coupled with local decision-making is the hallmark of its banking strategy. For more information, please visit www.hometownbank.com.

 

Shares of HomeTown are traded on the Nasdaq Capital Market under the symbol “HMTA.”

 

 

Caution Regarding Forward-Looking Statements

 

Statements made in this release, other than those concerning historical financial information, may be considered forward-looking statements, which speak only as of the date of this release and are based on current expectations and involve a number of assumptions. These include statements as to the anticipated benefits of the merger, including future financial and operating results, cost savings and enhanced revenues that may be realized from the merger as well as other statements of expectations regarding the merger and any other statements regarding future results or expectations. Each of American and HomeTown intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. The companies’ respective abilities to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors that could have a material effect on the operations and future prospects of each of American and HomeTown and the resulting company, include but are not limited to: (1) the businesses of American and/or HomeTown may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) expected revenue synergies and cost savings from the merger may not be fully realized or realized within the expected timeframe; (3) revenues following the merger may be lower than expected; (4) customer and employee relationships and business operations may be disrupted by the merger; (5) the ability to complete the merger on the expected timeframe may be more difficult, time-consuming or costly than expected; (6) changes in interest rates, general economic conditions, legislation and regulation, and monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury, Office of the Comptroller of the Currency and the Board of Governors of the Federal Reserve System; (7) the quality and composition of the loan and securities portfolios, demand for loan products, deposit flows, competition, and demand for financial services in the companies’ respective market areas; (8) the implementation of new technologies, and the ability to develop and maintain secure and reliable electronic systems; (9) accounting principles, policies, and guidelines; and (10) other risk factors detailed from time to time in filings made by American and HomeTown with the Securities and Exchange Commission. American and HomeTown undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

 

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