CLASSIC BANCSHARES INC
8-K, 2000-07-12
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)
                                  July 11, 2000




                            CLASSIC BANCSHARES, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)


            Delaware                   0-27170                61-1289391
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(State or other jurisdiction  (Commission File No.)(IRS Employer Identification
of incorporation)                                                No.)



       344 17th 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
                                                           --------------


                                       N/A
------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
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Item 5.     Other Events

     On July 11, 2000 the Registrant issued the press release attached hereto as
Exhibit 99 announcing its conversion  from a federal savings bank to a Kentucky-
chartered  commercial bank and its projected earnings for the fiscal year ending
March 31, 2001.

     (a)     Exhibits

            99 Press release dated July 11, 2000, 2000.



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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 thereunto duly authorized.

                                           CLASSIC BANCSHARES, INC.




Date: July 11,2000                         By: /s/Lisah M. Frazier
     -----------------                     -------------------------------
                                           Lisah M. Frazier, Vice President,
                                           Treasurer and Chief Financial
                                            Officer



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                                   EXHIBIT 99


<PAGE>

FOR IMMEDIATE RELEASE

 For Additional Information Contact:
 David B. Barbour, President and Chief Executive Officer
 Lisah M. Frazier, Senior Vice President, Treasurer and Chief Financial Officer
 (606) 325-4789
 Fax (606) 324-1307
 www.bank-anywhere.com

       CLASSIC BANCSHARES ANNOUNCES CONVERSION OF ITS THRIFT SUBSIDIARY TO
    COMMERCIAL BANK, ELECTION AS A FINANCIAL HOLDING COMPANY AND ANNOUNCEMENT
                              OF EARNINGS ESTIMATES

ASHLAND,  KENTUCKY, -- July 11, 2000 - (NASDAQ - CLAS) Classic Bancshares,  Inc.
("Corporation"),  the parent company of Classic Bank ("the "Bank") has announced
the  charter   conversion  of  the  Bank  from  a  federal  savings  bank  to  a
Kentucky-chartered commercial bank.

"We are very excited  about our  conversion to a Kentucky  bank  charter,"  said
David B. Barbour,  President and Chief  Executive  Officer.  "A commercial  bank
charter will provide us with a broader array of powers than those available to a
federal  savings bank and greater  flexibility in  positioning  the bank for the
future," Mr. Barbour concluded. Deposits maintained at the bank will continue to
be insured up to applicable limits by the Federal Deposit Insurance Corporation.

The Bank's charter conversion was effective June 30, 2000.

The  Corporation  also  announced  its filing with the Federal  Reserve  Bank of
Cleveland  for its  election as a financial  holding  company.  The election was
deemed effective by the Federal Reserve on June 2, 2000.

Classic  Bancshares,  Inc. also announced that cash earnings for the fiscal year
ending March 31, 2001 are expected to be $1.34 per basic share compared to $1.16
per basic share for fiscal  2000.  GAAP  earnings  per share are  expected to be
$1.10 per basic  share  compared  to GAAP  earnings  per basic share of $.95 for
fiscal 2000.

Lisah M. Frazier, Senior Vice President,  Treasurer and Chief Financial Officer,
stated:  "Despite  higher  market  interest  rates which  negatively  impact our
earnings,  we expect fiscal 2001 earnings to increase  significantly over fiscal
2000. We believe this improvement is related to the continued  implementation of
our  community  banking  strategy and  restructuring  of our balance  sheet to a
commercial bank structure."

Classic  Bancshares,  Inc. is  headquartered  in Ashland,  Kentucky  and has two
subsidiaries,  Classic Bank and First National Bank of Paintsville. Classic Bank
operated at 344 Seventeenth Street, Ashland,  Kentucky with three branch offices
located in Boyd, Greenup and Carter counties. First National Bank of Paintsville
operates  at 240 Main  Street,  Paintsville,  Kentucky  with one  branch  office
located in Johnson County.

This news release  contains  various  forward-looking  statements  consisting of
estimates  with respect to the financial  condition,  results of operations  and
business  of the company and the bank.  These  estimates  are subject to various
factors  that  could  cause  actual  results  to differ  materially  from  these
estimates. These factors include, but are not limited to, (i) the effect that an
adverse  movement in  interest  rates could have on net  interest  income,  (ii)
changes in customer preferences for our products and services,  (iii) changes in
national and local  economic  market  conditions,  (iv) higher than  anticipated
operating expenses, (v) a lower level of or higher cost for deposits or a higher
cost for borrowings  than  anticipated,  (vi) changes in accounting  principles,
policies or guidelines, and (vii) legislation or regulations adversely affecting
the bank or company.

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