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ACFC > SEC Filings for ACFC > Form 8-K on 23-Apr-2013All Recent SEC Filings

Show all filings for ATLANTIC COAST FINANCIAL CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ATLANTIC COAST FINANCIAL CORP


23-Apr-2013

Entry into a Material Definitive Agreement, Other Events, Financial


Item 1.01. Entry into a Material Definitive Agreement

On April 22, 2013, Atlantic Coast Financial Corporation (the "Company") and its savings bank subsidiary, Atlantic Coast Bank, entered into Amendment Number 1 to the Agreement and Plan of Merger (the "Amended Merger Agreement") with Bond Street Holdings, Inc. and its bank subsidiary, Florida Community Bank, N.A. The Amended Merger Agreement eliminated the transaction's $2.00 per share contingency consideration. Under the terms of the Amended Merger Agreement, each share of the Company's common stock issued and outstanding immediately prior to the completion of the merger will be converted into the right to receive $5.00 in cash at closing.

The merger and the transactions contemplated thereby remain subject to the approval of the stockholders of the Company, regulatory approvals and other customary closing conditions. Closing of the merger is expected to occur by the end of the second quarter of 2013.

The foregoing description of the Amended Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Merger Agreement, which is filed as Exhibit 2.2 hereto and is incorporated herein by reference.



Item 8.01 Other Events

On April 23, 2013, the Company issued a press release announcing the execution of the Amended Merger Agreement, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

           Exhibit 2.1  Agreement and Plan of Merger by and among Atlantic Coast
                        Financial Corporation, Atlantic Coast Bank, Bond Street
                        Holdings, Inc. and Florida Community Bank, N.A., dated
                        February 25, 2013 (Incorporated by reference to Exhibit 2.1
                        of Atlantic Coast Financial Corporation's Current Report on
                        Form 8-K, filed with the Securities and Exchange Commission
                        on February 26, 2013)

           Exhibit 2.2  Amendment Number 1 to the Agreement and Plan of Merger by
                        and among Atlantic Coast Financial Corporation, Atlantic
                        Coast Bank, Bond Street Holdings, Inc. and Florida Community
                        Bank, N.A., dated April 22, 2013

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