<PAGE>
<PAGE>
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)
May 29, 1998
CLASSIC BANCSHARES, INC.
- ---------------------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 0-27170 61-1289391
- ---------------------------------------------------------------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification
No.)
344 17th Street, Ashland, Kentucky 41101
- ---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (606) 325-4789
--------------
N/A
- ---------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
<PAGE>
Item 5. Other Events
On May 29, 1998, the Registrant issued the press release attached
hereto as Exhibit 99 announcing its earnings for the fiscal year ended
March 31, 1998.
Item 7. Financial Statements and Exhibits
(a) Exhibits
99 Press release dated May 29, 1998.
<PAGE>
<PAGE>
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 thereunto duly authorized.
CLASSIC BANCSHARES, INC.
Date: June 10, 1998 By: /s/Lisah M. Frazier
----------------- ---------------------------------
Lisah M. Frazier, Vice President,
Treasurer and Chief Financial
Officer
<PAGE>
<PAGE>
EXHIBIT 99
<PAGE>
CLASSIC BANCSHARES, INC.
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) 325-4789
Fax (606) 324-1307
CLASSIC BANCSHARES, INC. REPORTS AN INCREASE IN ANNUAL EARNINGS AND LOAN AND
DEPOSIT GROWTH
Ashland, Kentucky, -- May 29, 1998 -- Classic Bancshares, Inc. (NASDAQ -
CLAS) had net income of $1,020,000 for the twelve months ended March 31, 1998
compared to net income of $623,000 for the twelve months ended March 31, 1997.
Net income for the fourth quarter ended March 31, 1998 was $229,000 compared
to net income of $297,000 for the quarter ended March 31, 1997. Return on
average assets was .8% for the twelve months ended March 31, 1998 and .7% for
the quarter ended March 31, 1998 compared to .6% and .9% for the same periods
in 1997. Earnings per share were $.87 for the twelve months ended March 31,
1998 and $.20 for the quarter ended March 31, 1998 compared to $.52 and $.24
for the same periods in 1997.
Classic Bancshares' assets decreased $621,000 from $131.6 million at
March 31, 1997 to $130.9 million at March 31, 1998. The decrease in assets
was due to a decrease in cash and investment securities partially offset by an
increase in loans. Loans increased $8.4 million from $81.7 million at March
31, 1997 to $90.1 million at March 31, 1998. The increase in loans is
primarily the result of aggressive origination efforts and strong loan demand
within the Company's market areas. Deposits increased $4.1 million from
$100.5 million at March 31, 1997 to $104.6 million at March 31, 1998. Non-
performing assets decreased from .8% of total assets at March 31, 1997 to .4%
at March 31, 1998.
President and Chief Executive Officer, David B. Barbour, stated that,
"We are pleased to announce a 63.7% increase in earnings over the prior year.
Non-interest income was positively impacted by new product offerings and
aggressive pricing strategies resulting in a 189% increase. We successfully
completed our strategy of modifying our thrift subsidiary (Classic Bank) to
compete in a commercial banking environment through the expansion of deposit
and loan product lines, the construction of two new banking offices and the
addition of four new automated teller machine locations. While the
implementation of this strategy positions us for increased profitability in
future periods, we anticipate increased costs for the short term. We are
especially pleased that we were able to increase our loan portfolio by 10.3%
while at the same time emphasizing strong asset quality as evidenced by a 50%
decrease in non-performing assets."
<PAGE>
Net interest income was $4.7 million for the year ended March 31, 1998
compared to $3.5 million for the year ended March 31, 1997. Net interest
income was $1.2 million for the quarter ended March 31, 1998 and March 31,
1997. The increase in net interest income for the year resulted primarily
from the inclusion of the earnings of the First National Bank of Paintsville
for the entire twelve month period ended March 31, 1998 compared to the
inclusion of only six months of earnings for First National for the twelve
months ended March 31, 1997. The acquisition of First National was completed
on September 30, 1996 and was accounted for under the purchase method of
accounting. The increase in net interest income was also the result of the
increase in higher yielding loans through the diversification of the loan
portfolio in consumer and commercial lending. The net interest margin was
3.9% for the twelve months ended March 31, 1998 and 3.8% for the three months
ended March 31, 1998 compared to 3.8% and 4.1% for the same period in 1997.
Non-interest income was $851,000 for the year ended March 31, 1998
compared to $219,000 for the year ended March 31, 1997. Non-interest income
was $169,000 for the quarter ended March 31, 1998 compared to $155,000 for the
quarter ended March 31, 1997. The increase for the year was due to an
increase in fees and service charges on deposits as a result of aggressive
pricing strategies. The increase in non-interest income was also the result
of a $370,000 gain recorded from the settlement of First National's pension
plan. The settlement of the pension plan is the result of merging First
National's plan into Classic Bank's pension plan thereby creating one pension
plan for the Company.
Total non-interest expense for the year ended March 31, 1998 was $4.0
million and $1.0 million for the quarter ended March 31, 1998 compared to $2.8
million and $928,000 for the same periods in 1997. The increase for the
twelve month period resulted primarily from the inclusion of First National's
expenses for the entire twelve month period ended March 31, 1998 compared to
the inclusion of only six months of expenses for the twelve months ended March
31, 1997. The increase also resulted from increased personnel costs due to a
net increase in the number of employees, an increase in occupancy expense and
an increase in marketing and advertising and other general and administrative
expenses.
Stockholders' equity was $20.4 million at March 31, 1998 as compared to
$19.4 million at March 31, 1997. The book value per share was $17.35 at March
31, 1998 up from $16.45 per share at March 31, 1997.
President Barbour also announced that A. Bruce Addington was appointed
to the Board of Directors. A native of Sandy Hook, Kentucky, Mr. Addington is
Vice President of Addington Enterprises, Inc., and co-founder and Secretary of
Addington Exploration, Inc. and part owner of Belize River Fruit, serving as a
member of the National Juice Products Association. Addington Enterprises,
Inc. is a coal mining company headquartered in Ashland, Kentucky with
operations in Eastern Kentucky and Tennessee. Addington Exploration, Inc. is
an oil and gas company involved in exploration, production and sales.
<PAGE>
<PAGE>
Classic Bancshares, Inc. is headquartered in Ashland, Kentucky and has
two subsidiaries, Classic Bank and First National Bank of Paintsville.
Classic Bank operates at 344 Seventeenth Street, Ashland, Kentucky with two
branch offices located in Boyd and Greenup counties. First National Bank of
Paintsville operates at 240 Main Street, Paintsville, Kentucky with one branch
office located in Johnson County.
When used in this press release, the words or phrases "should result,"
"will likely result", "are expected to", "will continue", "is anticipated",
"estimate", "project" or similar expressions are intended to identify "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements are subject to certain risks and
uncertainties, including changes in economic condition in the Company's market
area, changes in policies by regulatory agencies, fluctuations in interest
rates, demand for loans in the Company's market area and competition, that
could cause actual results to differ materially from historical earnings and
those presently anticipated or projected. The Company wishes to caution
readers not to place undue reliance on such forward-looking statements, which
speak only as of the date made. The Company wishes to advise readers that the
factors listed could affect the Company's financial performance and could
cause the Company's actual results for future periods to differ materially
from any opinions or statements expressed with respect to future periods in
any current statements.
The Company does not undertake-and specifically declines any obligation-
to publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date
of such statements or to reflect the occurrence of anticipated or
unanticipated events.
<PAGE>
<PAGE>
SELECTED FINANCIAL DATA
The following tables set forth selected financial data of Classic
Banchares, Inc. as of March 31, 1998 and March 31, 1997 and for the
three and twelve months ended March 31, 1998 and 1997.
<TABLE>
<CAPTION>
March 31 March 31,
1998 1997
---- ----
(In Thousands)
Selected Financial Condition
Data:
- ----------------------------
<S> <C> <C>
Total Assets $ 130,933 $ 131,554
Cash and other interest bearing deposits
with other financial institutions 3,625 9,127
Loans receivable, net 90,100 81,728
Investment securities:
Available for sale 18,177 23,375
Mortgage-backed securities:
Available for sale 7,831 7,885
Goodwill 2,903 3,026
Deposits 104,627 100,519
Securities sold under agreement to repurchase 3,522 4,956
FHLB advances -- 4,750
Stockholders' equity, subject to certain restrictions 20,407 19,370
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
March 31, March 31,
------------ ------------
1998 1997 1998 1997
---- ---- ---- ----
(In Thousands)
Selected Operations Data:
- -------------------------
<S> <C> <C> <C> <C>
Total interest income $2,362 $2,363 $9,507 $7,150
Total interest expense 1,202 1,140 4,816 3,603
------ ------ ------ ------
Net interest income 1,160 1,223 4,691 3,547
Provision for loan losses 30 37 158 105
------ ------ ------ ------
Net interest income after provision
for losses on loans 1,130 1,186 4,533 3,442
------ ------ ------ ------
Fees and service charges 91 63 344 119
Gain on sale of securities 1 62 29 32
Other noninterest income 77 30 478 68
------ ------ ------ ------
Total noninterest income 169 155 851 219
Total noninterest expense 994 928 3,968 2,818
------ ------ ------ ------
Income before income taxes 305 413 1,416 843
Income tax expense (benefit) 76 116 396 220
------ ------ ------ ------
Net income $ 229 $ 297 $1,020 $ 623
====== ====== ====== ======
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
At or for the At or for the
Three Months Ended Twelve Months Ended
March 31, March 31,
------------ ------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Other Data:
- -----------
Return on average assets (ratio of net
income to total average assets)* .7% .9% .8% .6%
Return on average equity (ratio of net
income to total average assets)* 4.5 6.2 5.2 3.2
Net interest margin** 3.8 4.1 3.9 3.8
Non-performing assets to total assets 0.4 0.8 0.4 0.8
Allowance for loan losses to non-
performing loans 249.6 111.9 249.6 111.9
Equity to total assets at end of period 15.6 14.7 15.6 14.7
Efficiency ratio*** 74.8 67.3 71.7 66.6
Basic earnings per share $0.20 $0.24 $0.87 $0.52
Fully diluted earnings per share $0.19 $0.24 $0.83 $0.52
Number of full service offices 5 3 5 3
- -----------------
* Annualized
** Net interest income annualized divided by average-earning assets.
*** Non-interest expenses divided by the total of net interest income and
non-interest income.
</TABLE>
