GB&T Bancshares Inc - Current report filing (8-K)
April 25 2008 - 1:35PM
Edgar (US Regulatory)
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
April 24, 2008
Date
of report (Date of earliest event reported)
GB&T
Bancshares, Inc.
(Exact
Name of Registrant as Specified in Charter)
Georgia
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(State
or Other Jurisdiction of Incorporation)
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0-24203
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58-2400756
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(Commission
File Number)
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(IRS
Employer Identification No.)
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500
Jesse Jewell Parkway, S.E., Gainesville, Georgia
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30501
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(Address
of Principal Executive Offices)
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(Zip
Code)
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770-532-1212
(Registrants
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))
Item
8.01. Other Events.
At a meeting held April 24,
2008, the shareholders of GB&T Bancshares, Inc. (GB&T) approved
the Agreement and Plan of Merger (the Agreement) pursuant to which SunTrust
Banks, Inc. (SunTrust) will acquire GB&T by the merger of GB&T
with and into SunTrust (the Merger).
The Merger is expected to be effective on May 1, 2008.
Information About the Acquisition of GB&T Bancshares, Inc.
On November 2, 2007,
SunTrust (NYSE: STI) and GB&T announced the signing of the Agreement under
which SunTrust will acquire GB&T.
The Agreement provides that GB&T will merge with and into SunTrust,
with SunTrust continuing as the surviving entity, and that each issued and
outstanding share of GB&T common stock (excluding shares owned by GB&T
or SunTrust) will be converted into the right to receive 0.1562 shares of
SunTrust common stock. Cash will be paid in lieu of fractional shares.
Where
You Can Additional Information About The Merger
SunTrust
and GB&T have filed a Proxy Statement/Prospectus and other relevant
documents concerning the Merger with the United States Securities and Exchange
Commission (the SEC). These documents, and any applicable amendments or
supplements, contain important information about the Merger, and SunTrust and
GB&T urge you to read these documents.
You
may obtain copies of all documents filed with the SEC regarding the Merger,
free of charge, at the SECs website (www.sec.gov). You may also obtain these
documents free of charge from SunTrusts website (www.suntrust.com) under the
heading About SunTrust and then under the heading Investor Relations and
then under the item Financial and Regulatory Filings. You may also obtain
these documents, free of charge, from GB&Ts website
(www.gbtbancshares.com) under the section Corporate Info and then under the
item Corporation Information and then under the item Documents.
2
SIGNATURES
Pursuant to the requirements
of Section 12 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.
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GB&T
Bancshares, Inc.
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By:
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/S/
GREGORY L. HAMBY
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Gregory L. Hamby
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Executive Vice President
and
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Chief Financial Officer
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Dated: April 25, 2008
3
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