SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): December 14, 2000
FIRST LANCASTER BANCSHARES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-20899 61-1297318
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
208 Lexington Street, Lancaster, Kentucky 40444
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(Address of Principal Executive Offices) Zip Code)
Registrant's telephone number, including area code: (606) 792-3368
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
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On December 14, 2000, the Registrant and its wholly owned subsidiary,
First Lancaster Federal Savings Bank, entered into an Agreement and Plan of
Merger (the "Merger Agreement") with CKF Bancorp, Inc. ("CKF") and its wholly
owned subsidiary, Central Kentucky Federal Savings Bank ("Central Kentucky
Federal"), pursuant to which the Registrant will merge with and into CKF (the
"Merger"). As a result of the Merger, each outstanding share of the Registrant's
common stock, par value $0.01 per share, will be converted into the right to
receive $16.27 per share in cash. The Merger is conditioned upon, among other
things, approval by the Registrant's shareholders and the receipt of certain
regulatory and governmental approvals. It is anticipated that the transaction
will be completed by mid-2001.
Pursuant to the Merger Agreement, the Registrant has agreed to pay CKF
a termination fee of $600,000 in the event the Merger Agreement is terminated
under certain conditions, including the agreement between the Registrant and a
third party to engage in a merger or consolidation.
For more information, reference is made to the Merger Agreement
attached as Exhibit 2 hereto and incorporated herein by reference and a Press
Release, dated December 14, 2000, issued by Registrant and CKF relating to the
Merger, attached as Exhibit 99 hereto and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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Exhibit Description
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2 Agreement and Plan of Merger dated as of December 14, 2000 by and
among CKF Bancorp, Inc., Central Kentucky Federal Savings Bank, First
Lancaster Bancshares, Inc. and First Lancaster Federal Savings Bank.
The following schedules and exhibits to the Merger Agreement are
omitted. The Registrant agrees to supplementally furnish a copy of any
omitted exhibits to the Commission upon request.
Schedules
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4.3(b) Authorization, Execution and Delivery
4.5 Government and Other Approvals
4.7 Charter Documents
4.8 First Lancaster Financial Statements
4.9 Absence of Certain Changes
4.10 Deposits
4.11 Properties
4.12 First Lancaster Subsidiaries
4.13 Condition of Fixed Assets and Equipment
4.14 Tax Matters
4.15 Litigation
4.16 Hazardous Substances
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4.16(b) Hazardous Substances
4.17 Insurance
4.18 Labor and Employment Matters
4.20 Capitalization of First Lancaster
4.21 Capitalization of the Bank
4.22 Sole Agreement
4.24 Absence of Undisclosed Liabilities
4.25 Allowance for Loan Losses
4.28(a) Employee Pension Benefit Plans
4.28(b) Employee Welfare Benefit Plans
4.28(c) Employee Benefit Plans
4.28(d) Employee Benefit Plans
4.28(e) Employee Benefit Plans
4.28(f) Employee Benefit Plans
4.29 Material Contracts
4.33 Brokers and Finders
4.34 Derivatives Contracts; Structured Notes; Etc.
4.35 Loans
4.37 Expenses
6.2(n) Employment Agreements
Exhibits
A Agreement of Company Merger
B Plan of Complete Liquidation and Dissolution
C Plan of Bank Merger
D Voting Agreement
E Consultant Agreement
F Non-competition Agreement
99 Joint Press Release Dated December 14, 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, hereunto duly authorized.
First Lancaster Bancshares, Inc.
(Registrant)
Date: December 21, 2000 By: /s/ Virginia R. S. Stump
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Virginia R. S. Stump
Chairman of the Board, President and Chief
Executive Officer