CLASSIC BANCSHARES INC
8-K, 1998-01-27
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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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)
                             January 16, 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>

Item 5.     Other Events

     On January 16, 1998, the Registrant issued the press release attached 
hereto as Exhibit 99 announcing  its earnings for the quarter ended
December 31, 1997 and the declaration of a cash dividend.

Item 7.     Financial Statements and Exhibits

     (a)     Exhibits

            99 Press release dated January 16, 1998.

<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: January 27, 1998             By: /s/Lisah M. Frazier
     -----------------                 ---------------------------------
                                       Lisah M. Frazier, Vice President,
                                        Treasurer and Chief Financial
                                        Officer

<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. ANNOUNCES THIRD QUARTER EARNINGS
                      AND DECLARES A CASH DIVIDEND

     Ashland, Kentucky, -- January 16, 1998 -- Classic Bancshares, Inc. 
(NASDAQ - CLAS) had net income for the third quarter ended December 31, 1997 
of $281,000 compared to net income in the same quarter of 1996 of $258,000 
and net income of $792,000 for the nine months ended December 31, 1997
compared to net income of $292,000 for the nine months ended December 31,
1996.  Return on average assets was .8% for the quarter and nine months ended
December 31, 1997 compared to .8% and .4% for the quarter and nine months
ended December 31, 1996.  Earnings per share were $.23 for the quarter ended
December 31, 1997 and $.65 for the nine months ended December 31, 1997 up
from $.21 and $.24 for the same periods in 1996.

     Classic Bancshares' assets increased $1.2 million from $131.6 million at 
March 31, 1997 to $132.8 million at December 31, 1997.  The increase in 
assets was due to an increase in loans partially offset by a decrease in cash
and investment securities.  Loans increased $7.4 million from $81.7 million
at March 31, 1997 to $89.1 million at December 31, 1997.  The increase in
loans is primarily the result of aggressive origination efforts and strong
loan demand within the Company's market areas.  Deposits decreased $800,000
from $100.5 million at March 31, 1997 to $99.7 million at December 31, 1997. 
Non-performing assets decreased from .7% of total assets at March 31, 1997 to 
 .4% at December 31, 1997.

     President and Chief Executive Officer, David B. Barbour, stated that, 
"Earnings continue to meet expectations as we continue to implement our 
strategic plan objectives.  Core earnings remain strong and continue to have 
a positive impact on earnings per share.  Aggressive pricing strategies 
continue to increase non-interest income.  Construction is almost complete on
two additional full service banking offices with one location scheduled to
open in mid February 1998 and the other location scheduled to open in March
1998.  While the opening of these offices will be costly in the short term,
the addition of these offices positions us to attract lower cost deposits
through transaction accounts while increasing higher yielding loans through
a greater emphasis on commercial and consumer lending.  The increased loan
yields and decreased cost of interest-bearing liabilities should result in an
increase in the net interest margin in future periods.  In view of the strong
loan demand exhibited in recent quarters, we are pleased that non-performing
assets remain significantly below that of our peers."

     Net interest income was $1.2 million for the quarter ended December 31, 
1997 and $3.5 million for the nine months ended December 31, 1997 as compared 
to $1.2 million for the quarter ended December 31, 1996 and $2.3 million for 
the nine months ended December 31, 1996.  The increase in net interest income 
for the nine month period resulted primarily from the inclusion of the 
earnings of the First National Bank of Paintsville for the entire nine month 
period ended December 31, 1997 compared to the inclusion of only three months 
of earnings for First National for the nine months ended December 31, 1996. 

<PAGE>

The acquisition of First National was completed on September 30, 1996 and was 
accounted for under the purchase method of accounting.  The net interest 
margin was 3.9% for the quarter and nine months ended December 31, 1997 as 
compared to 4.0% for the quarter ended December 31, 1996 and 3.8% for the 
nine months ended December 31, 1996.

     Non-interest income was $156,000 for the quarter ended December 31, 1997 
and $682,000 for the nine months ended December 31, 1997 compared to $105,000 
for the quarter ended December 31, 1996 and $114,000 for the nine months 
ended December 31, 1996.  The increase between quarters was due to an
increase in fees and service charges on deposits.  The increase in
non-interest income for the nine month period was primarily the result of a
$330,000 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.  Non-interest income for the nine month period also increased
due to an increase in fees and service charges on deposit accounts.

     Total non-interest expense for the quarter ended December 31, 1997 was 
$911,000 and $3.0 million for the nine months ended December 31, 1997 
compared to $822,000 for the quarter ended December 31, 1996 and $1.9 million
for the nine months ended December 31, 1996.  The increase between quarters
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.  The increase
for the nine month period was primarily the result of the inclusion of First 
National's expenses for the entire nine month period ended December 31, 1997 
compared to the inclusion of only three months of expenses for the nine 
months ended December 31, 1996.

     Stockholders' equity was $19.9 million at December 31, 1997 as compared 
to $19.4 million at March 31, 1997.  The book value per share was $16.55 at 
December 31, 1997 up from $15.73 per share at December 31, 1996.

     Classic Bancshares, Inc. also announced that the Company will pay a 
quarterly cash dividend of $.07 per share.  The dividend will be payable on 
February 9, 1998 to shareholders of record on January 26, 1998.

     Classic Bancshares, Inc. is headquartered in Ashland, Kentucky and has 
two subsidiaries, Classic Bank (formerly Ashland Federal Savings Bank) and 
First National Bank of Paintsville.  Classic Bank operates at 344 Seventeenth 
Street, Ashland, Kentucky.  First National Bank of Paintsville operates at 
240 Main Street, Paintsville, Kentucky.

     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.


                         SELECTED FINANCIAL DATA

     The following tables set forth selected financial data of Classic
Banchares, Inc. as of December 31, 1997 and March 31, 1997 and for the
three and nine months ended December 31, 1997 and 1996.

<TABLE>
<CAPTION>
                                                      Dec. 31       March 31, 
                                                       1997           1997
                                                       ----           ----
                                                         (In Thousands)
Selected Financial Condition
Data:     
- ----------------------------
<S>                                                   <C>           <C>
Total Assets                                          $  132,793    $  131,554
Cash and other interest bearing deposits 
     with other financial institutions                     3,418         9,127
Loans receivable, net                                     89,073        81,728
Investment securities:
     Available for sale                                   21,625        23,375
Mortgage-backed securities:
     Available for sale                                    8,230         7,885
Goodwill                                                   2,933         3,026
Deposits                                                  99,719       100,519
Securities sold under agreement to repurchase              3,529         4,956
FHLB advances                                              6,760         4,750
Stockholders' Equity, subject to certain restrictions     19,995        19,370


<PAGE>
<CAPTION>

                                        Three Months Ended  Nine Months Ended
                                           December 31,        December 31,
                                           ------------        ------------
                                         1997        1996    1997       1996
                                         ----        ----    ----       ----
                                                     (In Thousands)
Selected Operations Data:
- -------------------------
<S>                                     <C>         <C>     <C>        <C>
Total interest income                   $2,391      $2,341  $7,145     $4,733
Total interest expense                   1,216       1,190   3,614      2,464
                                        ------      ------  ------     ------
  Net interest income                    1,175       1,151   3,531      2,269
Provision for loan losses                   25          37     127         67
                                        ------      ------  ------     ------
  Net interest income after provision
  for losses on loans                    1,150       1,114   3,404      2,202
                                        ------      ------  ------     ------
Fees and service charges                   111          61     269         66
Gain on sale of securities                  10           8      28          8
Other noninterest income                    35          36     385         40
                                        ------      ------  ------     ------
  Total noninterest income                 156         105     682        114
  SAIF Assessment                          - -         - -     - -        316
  Total noninterest expense                911         822   2,974      1,611
                                        ------      ------  ------     ------
Income before income taxes                 395         397   1,112        389
Income tax expense (benefit)               114         139     320         97
                                        ------      ------  ------     ------
  Net income                            $  281      $  258  $  792     $  292
                                        ======      ======  ======     ======

<CAPTION>
                                          At or for the        At or for the
                                        Three Months Ended   Nine Months Ended
                                           December 31,         December 31,
                                           ------------         ------------
                                         1997        1996     1997       1996
                                         ----        ----     ----       ----
<S>                                     <C>         <C>      <C>        <C>
Other Data:
Return on average assets (ratio of net
    income to total average assets)*        .8%        .8%      .8%        .4%
Return on average equity (ratio of net
    income to total average assets)*       5.7        5.4      5.4        2.0
Net interest margin**                      3.9        4.0      3.9        3.8
Non-performing assets to total assets      0.4        0.9      0.4        0.9
Allowance for loan losses to non-
    performing loans                     252.4      102.5    252.4      102.5
Equity to total assets at end of period   15.1       14.9     15.1       14.9
Efficiency ratio***                       68.4       62.3     70.6       79.9
Basic earnings per share                 $0.23      $0.21    $0.65      $0.24
Number of full service offices               3          3        3          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.


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