SFG Acquire Greater Atlantic
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):
April
12, 2007
Summit
Financial Group, Inc.
(Exact
name
of registrant as specified in its charter)
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West
Virginia
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No. 0-16587
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55-0672148
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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300
North Main Street
Moorefield,
West Virginia 26836
(Address
of
Principal Executive Offices)
(304)
530-1000
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name
or 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))
Section
1 - Registrant’s Business and Operations
Item 1.01
Entry into a Material Definitive Agreement
On
April 12, 2007, Summit Financial Group, Inc. (“Summit”), entered into an
Agreement and Plan of Reorganization (the “Agreement”) with Greater Atlantic
Financial Corporation, Inc. (“Greater Atlantic”), a Virginia corporation
headquartered in Reston, Virginia.
Under
the terms of the Agreement, Summit will pay $4.60 per share in cash and stock
for the outstanding common stock of Great Atlantic, subject to adjustment based
on Greater Atlantic’s shareholders’ equity at the end of the month in which the
sale of the Pasadena branch office is completed. If, at that month-end, Greater
Atlantic’s shareholders’ equity, as adjusted in accordance with the terms of the
Agreement, is less than $6.7 million, then the total aggregate value of the
transaction consideration will be decreased dollar-for-dollar. If Greater
Atlantic’s month end adjusted shareholders’ equity exceeds $6.7 million, then
the aggregate value of the transaction consideration will be increased
dollar-for-dollar, but only to the extent that the amount in excess of $6.7
million is attributable to the sale of the Pasadena branch office, net of all
taxes, if any, Greater Atlantic would be required to pay. Greater Atlantic
has
entered into a definitive agreement with another financial institution to sell
its Pasadena, Maryland branch office for a deposit premium of 8.5%, prior to
the
close to of its transaction with Summit. At March 31, 2007, the deposits at
the
Pasadena branch office approximated $50.9 million, resulting in a present
deposit premium of $4.3 million. The aggregate value of the final transaction
consideration will be determined before proxy solicitation materials are sent
to
Greater Atlantic’s shareholders for purposes of soliciting their vote on the
transaction.
The
final
transaction consideration will be paid 70% in the form of Summit common stock
and 30% in cash. The exchange ratio for determining the number of shares of
Summit common stock to be issued for each share of Greater Atlantic’s common
stock will be based on the average closing price of Summit’s common stock for
the twenty trading days before the closing date of the transaction (“Summit’s
Average Closing Stock Price”), subject to a “collar”. The collar ranges from
$17.82 per share to $24.10 per share. If Summit’s Average Closing Stock Price
falls within this range, then Greater Atlantic shareholders will receive shares
of Summit’s common stock based on an exchange ratio equal to 70% of the final
per share transaction consideration divided by Summit’s Average Closing Stock
Price. However, if Summit’s Average Closing Stock Price is less than $17.82 per
share, the exchange ratio will equal 70% of the final per share transaction
consideration divided by $17.82; and if Summit’s Average Closing Stock Price is
more than $24.10 per share, then the exchange ratio will equal 70% of the final
per share transaction consideration divided by $24.10.
Consummation
of the Merger is subject to approval of the shareholders of Greater Atlantic
and
the receipt of all required regulatory approvals, as well as other customary
conditions. The Merger Agreement is attached hereto as Exhibit 2.1, which
is incorporated herein by reference.
On
April 12, 2007, Summit issued a press release announcing the acquisition of
Greater Atlantic. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
(d) Exhibits
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2.1
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Agreement
and Plan of Merger, dated as of April 12, 2007, by and between
Summit
Financial Group, Inc. and Greater Atlantic Financial Corp.
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99.1
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Press
Release, dated April 12, 2007, issued by Summit Financial Group,
Inc.
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SIGNATURES
Pursuant
to
the requirements of the Securities and Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
SUMMIT FINANCIAL GROUP, INC.
Date:
April
13,
2007 By:
/s/
Julie R. Cook
Julie
R. Cook
Vice President &
Chief
Accounting Officer