UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 30, 2005
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PINNACLE FINANCIAL PARTNERS, INC.
Tennessee 000-31225 62-1812853
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Incorporation) Identification No.)
211 Commerce Street, Suite 300, Nashville, Tennessee 37201
(615) 744-3700
Check the appropriate box if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[X] 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.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement.
On September 30, 2005, Pinnacle Financial Partners, Inc., a Tennessee
corporation ("Pinnacle"), and Cavalry Bancorp, Inc., a Tennessee corporation
("Cavalry"), entered into a definitive merger agreement (the "Merger
Agreement"). The Merger Agreement provides that, upon the terms and subject to
the conditions set forth in the Merger Agreement, Cavalry will merge with and
into Pinnacle, with Pinnacle continuing as the surviving corporation (the
"Merger").
The Merger Agreement
At the effective time and as a result of the Merger, each share of Cavalry
common stock issued and outstanding at the effective time of the Merger will be
automatically converted into the right to receive 0.95 shares of Pinnacle common
stock.
The completion of the Merger is subject to approval by the shareholders of
both companies, receipt of required regulatory approvals and the satisfaction of
normal and customary closing conditions. The Merger is expected to close in the
first quarter 2006.
Under the terms of the Merger Agreement, Pinnacle has agreed to appoint
three Cavalry representatives to its board of directors.
The above description of the Merger Agreement does not purport to be a
complete statement of the parties' rights and obligations under the Merger
Agreement and the transactions contemplated thereby. The above description is
qualified in its entirety by reference to the Merger Agreement, a copy of which
is attached to this Current Report on Form 8-K as Exhibit 2.1 and incorporated
herein by reference.
Item 2.02. Results of Operation and Financial Condition.
On October 3, 2005, Pinnacle and Cavalry issued the joint press release
announcing the execution of the Merger Agreement. The press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
this reference. A portion of the Press Release confirmed Pinnacle's earlier
guidance for its now completed third quarter.
Item 8.01. Other Events.
On October 3, 2005, Pinnacle and Cavalry issued the joint press release
announcing the execution of the Merger Agreement. The press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
this reference.
Additional information
The proposed transaction will be submitted to Pinnacle's and Cavalry's
shareholders for their consideration. Pinnacle and Cavalry will file a
registration statement, a joint proxy statement/prospectus, and other relevant
documents concerning the proposed transaction with the Securities and Exchange
Commission. SHAREHOLDERS OF PINNACLE AND CAVALRY ARE NOT BEING ASKED TO TAKE ANY
ACTION AT THIS TIME BUT ARE URGED TO READ THE REGISTRATION STATEMENT AND THE
JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be
able to obtain a free copy of the joint proxy statement/prospectus, as well as
other filings containing information about Pinnacle and Cavalry, at the SEC's
Web site (http://www.sec.gov). Copies of the joint proxy statement/prospectus
and the SEC filings that will be incorporated by reference in the joint proxy
statement/prospectus can be obtained, without charge, by directing a request to
Pinnacle Financial Partners, Inc., 211 Commerce Street, Suite 300, Nashville,
Tennessee 37201, Attention: Investor Relations (615) 744-3710 or Cavalry Banking
Corp., 114 West College Street, P.O. Box 188, Murfreesboro, Tennessee 37133
Attention: Investor Relations (615) 849-2272.
Each of Pinnacle and Cavalry and its respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the shareholders of Pinnacle and Cavalry, as the case may be, in connection with
the Merger. Information about the directors and executive officers of Pinnacle
and their ownership of Pinnacle common stock is set forth in the proxy
statement, dated March 14, 2005, for Pinnacle's 2005 annual meeting of
shareholders held on April 19, 2005, as filed with the SEC on a Schedule 14A.
Information about the directors and executive officers of Cavalry and their
ownership of Cavalry common stock is set forth in the proxy statement, dated
March 18, 2005, for Cavalry's 2005 annual meeting of shareholders held on April
28, 2005, as filed with the SEC on a Schedule 14A. Additional information
regarding the interests of such participants may be obtained by reading the
joint proxy statement/prospectus when it becomes available.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements. None
(b) Pro Forma Financial Information. None
(c) Exhibits. The following exhibits accompany this Report:
Exhibit 2.1 - Merger Agreement, dated September 30, 2005, by and
between Pinnacle Financial Partners, Inc. and Cavalry Bancorp, Inc.
(schedules and exhibits to which have been omitted pursuant to Item
601(b)(2) of Regulation S-K)
Exhibit 99.1 Joint Press Release of Pinnacle Financial Partners,Inc.
and Cavalry Bancorp, Inc. dated October 3, 2005
SIGNATURE
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.
Dated: October 3, 2005 PINNACLE FINANCIAL PARTNERS, INC.
By: /s/ Harold Carpenter
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Name: Harold Carpenter
Title: Chief Financial Officer
EXHIBIT INDEX
2.1 Merger Agreement, dated September 30, 2005, by and between Pinnacle
Financial Partners, Inc. and Cavalry Bancorp, Inc. (schedules and exhibits to
which have been omitted pursuant to Item 601(b)(2) of Regulation S-K)
99.1 Joint Press Release of Pinnacle Financial Partners, Inc. and Cavalry
Bancorp, Inc. dated October 3, 2005