Attached files
| file | filename |
|---|---|
| EX-99.4 - EXHIBIT 99.4 - ALAMOGORDO FINANCIAL CORP | v394360_ex99-4.htm |
| EX-99.3 - EXHIBIT 99.3 - ALAMOGORDO FINANCIAL CORP | v394360_ex99-3.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 29, 2014
ALAMOGORDO FINANCIAL CORP.
(Exact Name of Registrant as Specified in Charter)
| Federal | 000-29655 | 74-2819148 |
| (State or Other Jurisdiction) | (Commission File No.) | (I.R.S. Employer |
| of Incorporation) | Identification No.) |
| 500 East 10th Street, Alamogordo, New Mexico | 88310 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (575) 443-2500
Not Applicable
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 2.01 | Completion of Acquisition or Disposition of Assets |
As previously disclosed, on August 29, 2014, Alamogordo Financial Corp. and its wholly owned subsidiary, Bank’34, completed their acquisition of Bank 1440. The acquisition was consummated in accordance with an Agreement and Plan of Merger, dated as of June 25, 2013, as amended, by and among Alamogordo Financial Corp., Bank’34 and Bank 1440.
This Form 8-K amendment provides certain financial information of Bank 1440 and certain pro forma financial information of Alamogordo Financial Corp. combined with Bank 1440 as required by Securities and Exchange Commission Rules.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired |
Attached hereto as Exhibit 99.2 are the audited financial statements of Bank 1440 as of and for the years ended December 31, 2013 and 2012. Attached hereto as Exhibit 99.3 are the unaudited financial statements of Bank 1440 as of June 30, 2014 and for the six months ended June 30, 2014 and 2013.
| (b) | Pro Forma Financial Information |
Attached hereto as Exhibit 99.4 is the required unaudited pro forma financial information of Alamogordo Financial Corp. as of June 30, 2014 and for the year ended June 30, 2014.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.2 | Audited financial statements of Bank 1440 as of and for the years ended December 31, 2013 and 2012 (incorporated by reference to Annex E to the proxy statement/prospectus of Alamogordo Financial Corp. (File no. 333-92913), filed with the Securities and Exchange Commission on May 22, 2014) | |
| 99.3 | Unaudited financial statements of Bank 1440 as of June 30, 2014 and December 31, 2013 and for the six months ended June 30, 2014 and 2013 | |
| 99.4 | Unaudited pro forma financial information of Alamogordo Financial Corp. as of June 30, 2014 and for the year ended June 30, 2014 |
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.
| ALAMOGORDO FINANCIAL CORP. | ||
| DATE: November 14, 2014 | By: | /s/ Jill Gutierrez |
| Jill Gutierrez | ||
| President and Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.2 | Audited financial statements of Bank 1440 as of and for the years ended December 31, 2013 and 2012 (incorporated by reference to Annex E to the proxy statement/prospectus of Alamogordo Financial Corp. (File no. 333-92913), filed with the Securities and Exchange Commission on May 22, 2014) | |
| 99.3 | Unaudited financial statements of Bank 1440 as of June 30, 2014 and December 31, 2013 and for the six months ended June 30, 2014 and 2013 | |
| 99.4 | Unaudited pro forma financial information of Alamogordo Financial Corp. as of June 30, 2014 and for the year ended June 30, 2014 |