4//SEC Filing
State National Bancshares, Inc. 4
Accession 0001209191-07-000690
CIK 0001332626operating
Filed
Jan 2, 7:00 PM ET
Accepted
Jan 3, 5:05 PM ET
Size
11.2 KB
Accession
0001209191-07-000690
Insider Transaction Report
Form 4
Transactions
- Other
Common Stock
2007-01-03−0→ 0 total(indirect: See footnotes) - Other
Common Stock
2007-01-03+1,000→ 1,000 total
Footnotes (5)
- [F1]Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA") filed a Form 3 with the Securities and Exchange Commission on June 22, 2006 because BBVA may have been deemed to be a beneficial owner pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 5,243,654 shares (the "Shares") of common stock of State National Bancshares, Inc. ("SNBI") that were subject to a Voting Agreement, dated as of June 12, 2006, entered into by BBVA with each of Castle Creek Capital, LLC, Franklin Mutual Advisers, LLC, Gary J. Fletcher, Rick J. Calhoon, James A. Cardwell, John M. Eggemeyer, III, H. Gil Moutray, Tom C. Nichols, Ben B. Stribling and F. James Volk (the "Voting Agreement") in connection with the Agreement and Plan of Merger, dated as of June 12, 2006, by and between BBVA and SNBI (the "Merger Agreement").
- [F2]For additional information regarding the Voting Agreement and the Merger Agreement, see the Schedule 13D filed by BBVA with the Securities and Exchange Commission on June 22, 2006, as amended by Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission on the date hereof. On January 3, 2007, the transactions contemplated by the Merger Agreement were consummated. As a result of the merger of Newco Aspen, Inc., a Texas corporation and a wholly owned subsidiary of BBVA, with and into the Company (the "Merger") pursuant to the Merger Agreement, all the existing shares of the Company's common stock were cancelled, and BBVA's shares in Newco Aspen were converted into 1,000 shares of the Company's common stock. The Voting Agreement expired at the effective time of the Merger (7:00 a.m. Central Standard Time on January 3, 2007).
- [F3]The Shares included 290,000 shares of common stock of SNBI subject to stock options. BBVA included these Shares in its calculation of the number of Shares that may have been deemed to be beneficially owned by BBVA in connection with the Voting Agreement because BBVA did not have information about which of such options were exercisable within 60 days.
- [F4]BBVA disclaimed beneficial ownership of the Shares and the Form 3 BBVA filed on June 22, 2006 shall not be deemed an admission that BBVA is the beneficial owner of the Shares for purposes of Section 16 of the Exchange Act or for any other purpose. BBVA had no "pecuniary interest" in the Shares.
- [F5]At the effective time of the Merger, Newco Aspen was merged with and into the Company. As a result of the Merger, the outstanding shares of the Company's common stock were cancelled and converted into the right to receive $38.50 per share in cash, without interest, the outstanding options to acquire the Company's common stock were cancelled and converted into the right to receive an amount in cash equal to the excess, if any, of the mean between the highest and lowest selling price quoted on the Nasdaq National Market for a share of SNBI common stock on the last trading day prior to the effective time of the Merger over the exercise price per share of each such option, without interest, and BBVA's shares in Newco Aspen were converted into 1,000 shares of the Company's common stock, representing all of the shares of the Company's common stock issued and outstanding. The aggregate consideration paid by BBVA in the Merger was approximately $483.7 million.
Documents
Issuer
State National Bancshares, Inc.
CIK 0001332626
Entity typeoperating
IncorporatedTX
Related Parties
1- filerCIK 0001332626
Filing Metadata
- Form type
- 4
- Filed
- Jan 2, 7:00 PM ET
- Accepted
- Jan 3, 5:05 PM ET
- Size
- 11.2 KB