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EX-99.1 - EX-99.1 - ALLIANCE BANKSHARES CORP | w83817exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 27, 2011
ALLIANCE BANKSHARES
CORPORATION
CORPORATION
(Exact name of registrant as specified in its charter)
Virginia | 000-49976 | 46-0488111 | ||
(State or other jurisdiction of | (Commission | (I.R.S. Employer | ||
incorporation) | File Number) | Identification No.) |
14200 Park Meadow Drive #200
Chantilly, Virginia 20151
(Address of principal executive offices) (Zip code)
Chantilly, Virginia 20151
(Address of principal executive offices) (Zip code)
Registrants telephone number, including area code: (703) 814-7200
N/A
(Former name or former address, if changed since last report)
(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) |
þ | 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 |
On July 27, 2011, Alliance Bankshares Corporation (the Company) announced its entry
into a merger agreement (the Merger Agreement) with Eagle Bancorp, Inc. (Eagle), providing for
the merger of the Company with and into Eagle, with Eagle as the surviving entity (the Merger).
The Company and Eagle issued a joint press release in connection with the announcement, which is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Due to the Companys entry into the Merger Agreement, the Companys 2011 Annual Meeting of
Shareholders that had been scheduled for August 10, 2011 has been postponed in order to allow the
Company to combine its annual meeting with the meeting of the Companys shareholders for the
purpose of voting on the proposed Merger.
As a result of the change in the date for the 2011 Annual Meeting, the new deadline for
Company shareholders to submit a proposal for inclusion in the Companys proxy statement and form
of proxy for the 2011 Annual Meeting pursuant to Rule 14a-8 of the Securities Exchange Act of 1934,
as amended, is August 12, 2011. Additionally, the new deadline for shareholders to submit a
proposal outside of Rule 14a-8 is August 12, 2011.
Additional Information and Where to Find It
In connection with the proposed merger, Eagle will file with the SEC a registration statement
on Form S-4 that will include a proxy statement of the Company and a prospectus of Eagle, as well
as other relevant documents concerning the proposed transaction. Shareholders are urged to read the
registration statement and the proxy statement/prospectus regarding the Merger when it becomes
available and any other relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important information. You will be able
to obtain a free copy of the proxy statement/prospectus, as well as other filings containing
information about the Company and Eagle at the SECs Internet site (http://www.sec.gov). You will
also be able to obtain these documents, free of charge, from the Company by accessing the Companys
website at www.alliancebankva.com under the tab Investor Relations and then under the heading
Documents/SEC Filings.
Eagle, the Company and their respective directors, executive officers, and certain other
members of management and employees of Eagle, the Company and their respective subsidiaries may be
deemed to be participants in the solicitation of proxies from shareholders of the Company in
connection with the Merger. Information about the directors and executive officers of Eagle is set
forth in Eagles proxy statement for the 2011 annual meeting of shareholders filed with the SEC on
April 7, 2011. Information about the directors and executive officers of the Company is set forth
in the Companys Amendment No. 1 to its Annual Report on Form 10-K filed with the SEC on May 2,
2011. Additional information regarding the interests of such participants will be included in the
proxy statement/prospectus and the other relevant documents filed with the SEC when they become
available.
Item 9.01 | Financial Statements and Exhibits |
(d)
|
Exhibits | |
99.1
|
Joint Press Release, dated July 27, 2011 |
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.
Alliance Bankshares Corporation (Registrant) |
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By: | /s/ William E. Doyle, Jr. | |||
William E. Doyle, Jr. | ||||
President and Chief Executive Officer |
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Date: July 27, 2011
INDEX OF EXHIBITS
Exhibit No. | Description | |
Exhibit 99.1
|
Joint Press Release, dated July 27, 2011 |