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
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Date of Report (Date of earliest event reported): JANUARY 30, 1998
NORTH CENTRAL BANCSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Iowa 0-27672 42-1449849
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
825 Central Avenue
Fort Dodge, Iowa 50501
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
(515) 576-7531
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
None
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEMS 1, 3,-6, 8 AND 9.
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As of the close of business on January 30, 1998 (the
"Effective Time"), North Central Bancshares, Inc., an Iowa corporation ("North
Central"), and its wholly owned subsidiary, First Federal Savings Bank of Fort
Dodge, a federally chartered stock savings bank ("First Federal"), completed the
acquisition (the "Acquisition") of Valley Financial Corp., an Iowa corporation
("Valley Financial") pursuant to the Agreement and Plan of Merger, dated as of
September 18, 1997, by and among North Central, First Federal and Valley
Financial (the "Merger Agreement"). The Acquisition resulted in the merger of
Valley Financial's wholly owned subsidiary, Valley Savings Bank, FSB ("Valley
Savings") with and into First Federal, with First Federal as the resulting
financial institution (the "Bank Merger"). Valley Savings, headquartered in
Burlington, Iowa was a federally-chartered stock savings bank with three branch
offices located in southeastern Iowa. The former offices of Valley Savings are
being operated as a division of First Federal. The Board of Directors of North
Central, as the surviving entity of the Bank Merger, now consists of all of the
respective directors of North Central immediately prior to the Bank Merger.
In connection with the Acquisition, each share of Valley
Financial's common stock, par value $1.00 per share, issued and outstanding at
the Effective Time (other than shares held as treasury stock of Valley
Financial) was cancelled and converted automatically into the right to receive
$525.00 per share in cash pursuant to the terms and conditions of the Merger
Agreement. As a result of the Acquisition, shareholders of Valley Financial were
paid approximately $14,726,250.00 in cash. The source of funds for the
Acquisition consisted of North Central's accumulation of its cash flow from the
maturity of short-term liquid investments, principal and interest on loans, sale
of other investment securities, other cash receipts, net of operating expenses
and other projected disbursements.
The Acquisition was consummated after satisfaction of certain
conditions, including, but not limited to, (i) approval of the Merger Agreement
by the shareholders of Valley Financial at a special meeting of Valley
Financial's shareholders held on November 13, 1997 and (ii) the receipt of all
requisite regulatory approvals.
Pursuant to the Merger Agreement, North Central and First
Federal assumed the obligations of Valley Financial and Valley Savings with
respect to the consulting agreement by and between Valley Financial, Valley
Savings and Larry L. Wenzl, the former Chairman of Valley Financial and the
employment agreement by and between Valley Financial, Valley Savings and Doyle
V. Ruble, Jr., the former President of Valley Savings. Mr. Ruble will continue
as President of the Valley Savings Bank division of First Federal.
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ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(a) As of the date of this filing, it is impracticable to provide financial
statements for Valley Financial and Valley Savings as the businesses acquired.
The required financial statements will be filed as soon as possible and in no
event later than April 15, 1998.
(b) As of the date of this filing, it is impracticable to provide pro forma
financial information required pursuant to Article 11 of Regulation S-X. The
required pro forma financial information will be filed as soon as possible and
in no event later than April 15, 1998.
(c) The following exhibits are filed with this Report:
Exhibit No. Description
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2.1 The Agreement and Plan of Merger, dated as of
September 18, 1997 by and among North Central
Bancshares, Inc., First Federal Savings Bank of Fort
Dodge and Valley Financial Corp.(1)
99.1 Press Release dated January 30, 1998.
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(1) Incorporated by reference to the Form 8-K of North Central Bancshares,
Inc. filed with the Securities and Exchange Commission on September 24,
1997.
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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.
NORTH CENTRAL BANCSHARES, INC.
By:/s/ David M. Bradley
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David M. Bradley
Chairman of the Board, President and
Chief Executive Officer
Dated: February 6, 1998
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EXHIBIT INDEX
Exhibit No. Description
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2.1 The Agreement and Plan of Merger, dated as of
September 18, 1997, by and among North Central
Bancshares, Inc., First Federal Savings Bank of Fort
Dodge and Valley Financial Corp.(1)
99.1 Press Release dated January 30, 1998.
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(1) Incorporated by reference to the Form 8-K of North Central Bancshares,
Inc. filed with the Securities and Exchange Commission on September 24,
1997.
DRAFT
NEWS RELEASE
January 30, 1998
NORTH CENTRAL BANCSHARES, INC.
FOR IMMEDIATE RELEASE
Contact: David M. Bradley, Chairman,
President and Chief Executive Officer
(515) 576-7531
NORTH CENTRAL BANCSHARES, INC. COMPLETES
ACQUISITION OF VALLEY FINANCIAL CORP.
Fort Dodge, Iowa, January 30, 1998 . . . North Central Bancshares, Inc.
(NASDAQ/NMS:FFFD) has announced today the successful completion of the
acquisition of Valley Financial Corp. and the merger of Valley Savings Bank,
FSB, Burlington, Iowa Valley Financial's wholly owned subsidiary, with and into
First Federal Savings Bank of Fort Dodge, the wholly owned subsidiary of North
Central, both of which will be effective as of the close of business today. The
shareholders of Valley Financial received $525.00 in cash for each share of
Valley Financial common stock held. The total consideration amounted to
$14,726,250.00. The branch offices of Valley Savings Bank will continue to
operate as Valley Savings Bank, a division of First Federal. The addition of
Valley Savings Bank's three banking offices will increase the number of First
Federal's banking offices to a total of seven in southeastern and north central
Iowa.
Mr. David M. Bradley, Chairman of the Board, President and Chief Executive
Officer of both North Central and First Federal, commented, "In addition to
representing our first acquisition to enhance our franchise, the acquisition of
Valley Financial effectively deploys some of the capital raised in our second
step conversion completed in 1996. We are confident that the transaction will
enhance shareholder value and provide long-term benefits for our customers and
the communities that First Federal and Valley Savings Bank serve."
As a result of the acquisition, North Central will have in excess of $300
million in assets and $240 million in deposits.
North Central Bancshares, Inc., through its wholly-owned subsidiary, First
Federal Savings Bank of Fort Dodge, headquartered in Fort Dodge, Iowa now serves
north central Iowa at four full service locations in Fort Dodge, Nevada and
Ames, Iowa and southeastern Iowa at three full service locations in Burlington
and Mount Pleasant, Iowa, which will operate as Valley Savings Bank branches.
First Federal's deposits are insured by the Federal Deposit Insurance
Corporation. The Company's stock is traded on The Nasdaq National Market under
the symbol "FFFD."
