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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 30, 1996
CLASSIC BANCSHARES, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 0-27170 61-1289391
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State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) Number)
344 Seventeenth Street, Ashland, Kentucky 41101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(606) 325-4789
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N/A
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On September 30, 1996, Classic Bancshares, Inc. ("Classic"), a Delaware
corporation issued the press release included as Exhibit 99 to this Report and
incorporated by reference herein, announcing the consummation, as of September
30, 1996, of the merger of First Paintsville Bancshares, Inc. ("First
Paintsville"), a Kentucky corporation, with and into Classic and the
acquisition of The First National Bank of Paintsville, the wholly-owned
subsidiary of First Paintsville (the "Merger"). The Merger was consummated
pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated
April 22, 1996, by and among Classic, First Paintsville, The First National
Bank of Paintsville and Classic Sub Corp. A copy of the Merger Agreement was
included as Exhibit 2 to Classic's Current Report on Form 8-K, dated as of
April 22, 1996 and filed with the Securities and Exchange Commission on April
24, 1996, and is incorporated by reference herein.
Upon completion of the Merger, the assets and liabilities of First
Paintsville were assumed by Classic and The First National Bank of Paintsville
became a wholly-owned subsidiary of Classic. Pursuant to the Merger
Agreement, each share of the common stock of First Paintsville, no par value
per share, became entitled to receive $125.00 in cash.
Item 7. Financial Statements and Exhibits
(a) Financial statements of First Paintsville (incorporated by
reference to the Consolidated Financial Statements for the year
ended December 31, 1995 and for the three months ended March 31,
1996 of First Paintsville included in the joint Proxy Statement
for Classic and First Paintsville filed with the Securities and
Exchange Commission on August 6, 1996).
(b) Pro Form Financial Information (incorporated by reference to the
Unaudited Pro Forma Condensed Consolidated Financial Information
included in the joint Proxy Statement for Classic and First
Paintsville filed with the Securities and Exchange Commission on
August 6, 1996).
(c) Exhibits.
2 Agreement and Plan of Merger by and among Classic
Bancshares, Inc., First Paintsville Bancshares, Inc., The
First National Bank of Paintsville and Classic Sub Corp.
dated April 22, 1996 (incorporated by reference to Exhibit 2
to Classic's Current Report on Form 8-K, dated April 22,
1996).
99 Press release of Classic Bancshares, Inc., dated September
30, 1996
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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.
CLASSIC BANCSHARES, INC.
Date: September 30, 1996 By: /s/ David B. Barbour
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David B. Barbour, President
and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
99 Press release of Classic First Corp., dated
September 30, 1996
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FOR IMMEDIATE RELEASE:
For Additional Information Contact:
David B. Barbour, President and Chief Executive Officer
Lisah Frazier, Vice President, Treasurer and Chief Financial Officer
(606) 325-1789
Fax (606) 324-1307
CLASSIC BANCSHARES, INC. ANNOUNCES THE COMPLETION OF THE
ACQUISITION OF FIRST PAINTSVILLE BANCSHARES, INC.
Ashland, Kentucky, September 30, 1996 -- Classic Bancshares, Inc.
(NASDAQ - CLAS), the holding company for Ashland Federal Savings Bank, and
First Paintsville Bancshares, Inc., the holding company for The First National
Bank of Paintsville, today announced the completion of the acquisition of
First Paintsville by Classic on September 30, 1996. At the close of the
transaction, The First National Bank of Paintsville became a stand-alone
subsidiary of Classic Bancshares and a sister-bank to Ashland Federal. The
former shareholders of First Paintsville are entitled to receive $125.00 in
cash, without interest, for each First Paintsville share they held.
The merger is accounted for as a purchase whereby the assets and
liabilities of First Paintsville are recorded on the books of Classic at their
respective fair values at the time of consummation of the merger.
Headquartered in Ashland, Kentucky, the combined company has total
assets of approximately $124 million. The First National Bank of Paintsville
is headquartered in Paintsville, Kentucky and operates two offices. Ashland
Federal operates through a single office in Ashland, Kentucky.
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