UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________________
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Act of 1934
Date
of
Report (Date of earliest event reported) March 15, 2006
 ,
INC. |
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(Exact
name of registrant as specified in its
charter)
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Tennessee
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000-31225
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62-1812853
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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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211
Commerce Street, Suite 300, Nashville, Tennessee
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37201
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(Address
of principal executive offices)
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(Zip
Code)
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(615)
744-3700
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Registrant’s
telephone number, including area
code
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N/A
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(Former
name or former address, if changed since last
report)
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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
140.14a-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))
Pinnacle
Financial Partners, Inc., a Tennessee corporation (the “Company”), hereby amends
this Current Report on Form 8-K, which was initially filed on March 17, 2006,
to
include the financial statements required by Item 9.01 hereof. These financial
statements were intentionally omitted from the March 17, 2006 Current Report
on
Form 8-K due to the Company having not received the necessary information
to file such financial statements on that date. These financial statements
are
filed as Exhibits 99.2 and 99.3 to this amendment of this Current Report
on Form
8-K. Except for the filing of the financial statements required by Item 9.01
hereof, this Current Report on Form 8-K is not being amended or updated in
any
other manner.
Item
2.01. Completion of Acquisition or Disposition of Assets.
On
March
15, 2006, Pinnacle Financial Partners, Inc.’s (the “Company”) previously
announced acquisition of Cavalry Bancorp, Inc. (“Cavalry”) became effective.
Pursuant to the terms of the Agreement and Plan of Merger dated as of September
30, 2005 (the “Merger Agreement”), Cavalry merged with and into the Company,
with the Company continuing as the surviving corporation.
Cavalry
is a bank holding company for Cavalry Banking, which is a community-oriented
financial institution whose primary business is attracting deposits from
the
general public and using those funds to originate a variety of loans to
individuals residing within its primary market area, and to businesses owned
and
operated by such individuals.
As
a
result of the Merger, the Company is issuing approximately 6.9 million shares
of
its common stock to the Cavalry shareholders. The Company will acquire any
resulting fractional shares for cash based on the average of the closing
sale
prices of the Company’s common stock on The Nasdaq National Market for the five
trading days immediately preceding March 15, 2006. The total value of the
transaction was approximately $186 million, determined using the Company’s
closing stock price of $27.11 per share on March 15, 2006.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Pursuant
to the terms of the Merger Agreement, the Human Resources, Nominating and
Compensation Committee of the Board of Directors has recommended and the
Board
of Directors has elected, effective as of March 15, 2006, Ed C. Loughry,
Jr.,
James C. Cope and William H. Huddleston, IV to the Board of Directors. Mr.
Loughry will serve as a Class III director and will be the Vice Chairman.
Mr.
Cope and Mr. Huddleston will serve as Class II directors.
Except
to
the extent the Merger Agreement requires that Mr. Loughry, Mr. Cope and Mr.
Huddleston be added to the Board of Directors of the Company following
consummation of the merger, neither Mr. Loughry, Mr. Cope nor Mr. Huddleston
is
a party to any arrangement or understanding with any person pursuant to which
any one of them was elected as a member of the Board of Directors nor is
any one
of them a party to any transaction, or series of transactions, required to
be
disclosed pursuant to Item 404(a) of Regulation S-K.
Item
7.01. Regulation FD Disclosure.
On
March
15, 2006, the Company issued a press release regarding the acquisition of
Cavalry. The press release is furnished hereto as Exhibit 99.1 and incorporated
by reference as if fully set forth herein.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired.
The
required financial statements of Cavalry as of and for the year ended December
31, 2005 are filed herewith as Exhibit 99.2 and are incorporated in their
entirety herein by reference.
(b)
Pro
Forma Financial Information.
The
required pro forma financial information as of December 31, 2005 and for the
twelve months ended December 31, 2005 is filed herewith as Exhibit 99.3 and
is
incorporated in its entirety herein by reference.
(d)
Exhibits.
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2.1*
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Agreement
and Plan of Merger dated as of September 30, 2005 by and between
Pinnacle
Financial Partners, Inc. and Cavalry Bancorp, Inc. (pursuant to Item
601(b)(2) of Regulation S-K the schedules and exhibits to this agreement
have been omitted from this filing) — incorporated herein by reference to
the Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 3, 2005.
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23.1
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Consent
of Rayburn, Bates & Fitzgerald,
P.C.
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99.1*
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Press
release dated March 15, 2006, of Pinnacle Financial Partners, Inc.
and
Cavalry Bancorp, Inc.
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99.2
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Audited
consolidated financial statements of Cavalry Bancorp, Inc. as of
and for
the fiscal year ended December 31,
2005.
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99.3
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Unaudited
condensed consolidated pro forma financial information as of December
31,
2005 and for the twelve months ended December 31,
2005.
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_______________________
*
Denotes
documents previously filed.
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.
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Date:
May 30, 2006
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PINNACLE
FINANCIAL PARTNERS, INC.
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By:
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/s/ M. Terry Turner | |
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M.
Terry Turner
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President
and
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Chief
Executive Officer
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EXHIBIT
INDEX
Exhibit
Number Description
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2.1*
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Agreement
and Plan of Merger dated as of September 30, 2005 by and between
Pinnacle
Financial Partners, Inc. and Cavalry Bancorp, Inc. (pursuant to Item
601(b)(2) of Regulation S-K the schedules and exhibits to this agreement
have been omitted from this filing) — incorporated herein by reference to
the Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 3, 2005.
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23.1
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Consent
of Rayburn, Bates & Fitzgerald, P.C.
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99.1*
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Press
release dated March 15, 2006, of Pinnacle Financial Partners, Inc.
and
Cavalry Bancorp, Inc.
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99.2
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Audited
consolidated financial statements of Cavalry Bancorp, Inc. as of
and for
the fiscal year ended December 31, 2005.
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99.3
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Unaudited
condensed consolidated pro forma financial information as of December
31,
2005 and for the twelve months ended December 31,
2005.
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_______________________
*
Denotes
documents previously filed.