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)
September 3, 2002
C&F FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Virginia 000-23423 54-1680165
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
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Eighth and Main Streets
P.O. Box 391
West Point, Virginia 23181
(Address of principal executive offices)
(Registrant's telephone number,
including area code) (804-843-2360)
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On August 30, 2002, Moore Loans, Inc., a Virginia corporation, was
purchased by Citizens and Farmers Bank (the "Bank"), a Virginia corporation and
wholly owned subsidiary of C&F Financial Corporation (the "Company"), a Virginia
corporation (the "Purchase"). The Purchase was consummated pursuant to a Stock
Purchase Agreement, dated as of August 30, 2002, by and between Moore Loans,
Inc., the Bank and the Company.
Under the terms of the Purchase, the outstanding shares of Moore Loans'
common stock, par value $5.00 per share were purchased for $14,000,000 cash,
$3,000,000 in subordinated notes of the Bank, and 100,000 shares of the
Company's common stock. $3,000,000 of the cash payment will be deferred subject
to Moore Loans meeting certain financial goals over the next three years. Also,
the Company has guaranteed a stock price of $30 per share for all shares still
held by the sellers on the three year anniversary date of the transaction. The
cash used for the purchase will come from a $5,000,000 loan to the Company from
an unrelated bank and federal funds held by the Bank.
For a more detailed description of Moore Loans, Inc., see the press
release attached to this Form 8K
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The financial statements required by Item 7(a) of Form 8-K are not
included in this report. The Registrant will provide the financial statements by
an amendment to this report, which will be filed with the Securities and
Exchange Commission, as soon as practicable but no later than October 29, 2002.
(b) Pro forma financial information.
The pro forma financial information required by Item 7(b) of Form 8-K
is not included in this report. The Registrant will provide the pro forma
financial information required in an amendment to this report, which will be
filed with the Securities and Exchange Commission, as soon as practicable but no
later than October 29, 2002.
(c) Exhibits.
2.1 Stock Purchase Agreement by and Between Citizens and Farmers
Bank, C&F Financial Corporation, Moore Loans, Inc., Abby W. Moore, Joanne Moore
and John D. Moore dated as of August 30, 2002.
99 Press release dated September 3, 2002, announcing that C&F
Financial Corporation, through its subsidiary Citizens and Farmers Bank, has
acquired Moore Loans, Inc.
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.
C&F FINANCIAL CORPORATION
REGISTRANT
Date: September 3, 2002 By: /S/ Thomas F. Cherry
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Thomas F. Cherry
Senior Vice President &
Chief Financial Officer