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): August 30, 2005
GREENE
COUNTY BANCSHARES, INC.
(Exact
Name of Registrant as Specified in Charter)
Tennessee
|
0-14289
|
62-1222567
|
(State
or Other Jurisdiction of
Incorporation)
|
(CommissionFile
Number)
|
(I.R.S.
Employer Identification
No.)
|
|
|
|
100
North Main
Street
|
37743-4992
|
Greeneville,
Tennessee
|
(Zip
Code)
|
(Address
of Principal Executive
Offices)
|
|
(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))
|
Item
1.01.Entry
Into a Material Definitive Agreement
On
August
30, 2005, Greene County Bancshares, Inc., a Tennessee corporation (the
"Company") entered into and became obligated under a Revolving Credit Agreement
(the "Credit Agreement") by and between the Company and SunTrust Bank
("SunTrust") pursuant to which SunTrust has agreed to loan the Company up
to
$35,000,000, with such maximum amount available under the Credit Agreement
being
reduced to $15,000,000 after November 30, 2005 (the "Loan").
SunTrust's
obligation to make the Loan to the Company terminates on August 29, 2006,
unless
the Loan is extended or earlier terminated, in accordance with the terms
of the
Credit Agreement. Advances under the Loan will bear interest, at our discretion,
at a rate of one, two, three or six month LIBOR plus 1.75% per annum from
August
30, 2005 to November 30, 2005 and at a rate of one, two, three or six month
LIBOR plus 1.25% per annum from November 30, 2005 to the end of the Loan's
term.
The
Company also must pay SunTrust a commitment fee equal to 0.15% per annum
on the
average daily amount of the Loan that has not been borrowed by the Company.
The
Credit Agreement contains customary representations and warranties as well
as
certain restrictions on the Company's activities during the term of the Loan,
including, among other things, the Company's, and its subsidiaries', ability
to
incur additional indebtedness that is not subordinate to the Loan or that
is not
indebtedness to the Federal Reserve Board or the Federal Home Loan Bank.
The
terms of the Credit Agreement also prohibit the Company from allowing certain
liens to be placed on the Company's, or its subsidiaries', assets or from
entering into certain business combination transactions. In addition to these
restrictive covenants, the Credit Agreement contains certain financial covenants
that require the Company and the Company's wholly owned subsidiary
Greene
County Bank (the "Bank") to, among other things, (i) maintain a ratio
of
tangible net worth to total tangible assets of at least 4.5% from August
30,
2005 to November 30, 2005 and of at least 6.5% thereafter; (ii) achieve a
return
on total average assets of not less than 0.80% for each fiscal quarter and
the
previous three fiscal quarters; (iii) keep its ratio of nonperforming assets
to
total loans and other real estate owned below 1.75%; and (iv) achieve certain
capital ratios.
The
Credit Agreement contains customary events of default
including:
|
●
|
bankruptcy
and insolvency; |
|
●
|
failure
by the Company to perform any covenant in the Credit Agreement
after any
applicable cure period;
|
|
● |
failure by the Company to timely pay other indebtedness
in excess of $5 million; |
|
● |
a change in control of the Company;
or |
|
●
|
the
entering into by the Company or certain subsidiaries of a written
agreement with any governmental authority having regulatory authority
over
the Company that requires the payment of in excess of $5
million.
|
The
Loan
is secured by SunTrust's lien and security interest in all of the outstanding
common stock of the Bank pursuant to the terms of a Security Agreement entered
into by and between the Company and SunTrust dated as of August 30,
2005.
SunTrust's
obligation to make any Loan under the Credit Agreement is subject to customary
conditions precedent including, among others, the following:
|
● |
that no event of default shall
exist; |
|
●
|
the
accuracy of the representations and warranties made by the Company
in the
Credit Agreement; and
|
|
●
|
the
absence of any change that has had or would reasonably be expected
to have
a material adverse effect on (i) the Company's, and its subsidiaries',
business, results of operations or financial condition; (ii) the
ability
of the Company to perform its obligations under the Credit Agreement;
(iii) the rights or remedies of SunTrust under the Credit Agreement
or any
of the documents related to the Loan; or (iv) the legality, validity
or
enforceability of the documents related to the Loan.
|
Item
2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
information set forth in Item 1.01 above is incorporated by reference herein
as
if fully set forth herein.
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.
|
|
|
|
GREENE
COUNTY BANCSHARES, INC.
|
|
|
|
Date: September
6, 2005 |
By: |
/s/
William F.
Richmond
|
|
William F.
Richmond |
|
Senior
Vice President, Chief Financial Officer and Assistant Secretary
(Duly
Authorized
Representative) |