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UNITED STATES
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) January 12, 2000
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FIRST CAPITAL, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Indiana 0-25023 35-2056949
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(State or other Jurisdiction of (Commission (IRS Employer
Incorporation or Organization) File Number) Identification No.)
220 Federal Drive N.W., Corydon, Indiana 47112
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(Address of Principal Executive Offices) (Zip Code)
(812) 738-2198
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(Registrant's Telephone Number, including Area Code)
Not Applicable
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(Former Name or Former Address, If Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On January 12, 2000, First Capital, Inc. ("First Capital"), completed its
merger of equals with HCB Bancorp pursuant to an Agreement and Plan of Merger
(the "Merger Agreement"), dated as of July 19, 1999, by and among First Capital,
FC Acquisition Corp. and HCB Bancorp. The merger was completed through the
merger of FC Acquisition Corp., a wholly-owned subsidiary of First Capital, with
and into HCB, with HCB being the surviving entity and becoming a wholly-owned
subsidiary of First Capital. Immediately thereafter, HCB merged with and into
First Capital. As part of the transaction, Harrison County Bank, a bank
organized under the laws of the State of Indiana and a subsidiary of HCB
Bancorp, merged with and into First Federal Bank, a Federal Savings Bank, a
federally chartered savings bank and wholly-owned subsidiary of First Capital.
In connection with the merger, First Federal Bank changed its name to First
Harrison Bank.
Pursuant to the terms of the Merger Agreement, each share of HCB Bancorp
common stock, no par value per share, that was issued and outstanding at the
effective time of the merger, was converted into the right to receive 15.5
shares of First Capital common stock, par value $.01 per share. First Capital
will issue a total of approximately 1,238,837 shares to the former shareholders
of HCB Bancorp.
The press release issued by First Capital with respect to the consummation
of the merger is filed herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) The following financial statements of HCB Bancorp appearing in
Appendix E of the Joint Proxy Statement/Prospectus contained in First Capital's
Registration Statement on Form S-4 (File No. 333-87203) are incorporated herein
by reference:
Independent Auditors' Report
Consolidated Balance Sheets as of December 31, 1998 and 1997
Consolidated Statements of Changes in Stockholders' Equity for the years
ended December 31, 1998 and 1997
Consolidated Statements of Income for the years ended December 31, 1998
and 1997
Consolidated Statements of Cash Flows for the years ended December 31,
1998 and 1997
Notes to Consolidated Financial Statements
Condensed Consolidated Balance Sheet as of June 30, 1999 (unaudited)
Consolidated Statements of Changes in Stockholders' Equity for the six
months ended June 30, 1999 (unaudited)
Consolidated Statements of Income for the six months ended June 30, 1999
and 1998 (unaudited)
Consolidated Statements of Cash Flows for the six months ended June 30,
1999 and 1998 (unaudited)
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Notes to Condensed Consolidated Financial Statements (unaudited)
(b) The unaudited pro forma condensed combined balance sheet as of
June 30, 1999, the unaudited pro forma condensed combined income statements for
the years June 30, 1999 and 1998 and the notes to the unaudited pro forma
condensed combined financial statements on pages 60 through 64 of the Joint
Proxy Statement/Prospectus contained in First Capital's Registration Statement
on Form S-4 (File No. 333-87203) are incorporated herein by reference.
(c) Exhibits. The following Exhibits are filed as part of this
report:
Exhibit 2.1 Agreement and Plan of Merger, dated as of July 19, 1999, by and
among First Capital, Inc., FC Acquisition Corp. and HCB Bancorp
(incorporated by reference to First Capital's Current Report on
Form 8-K filed on July 22, 1999).
Exhibit 99.1 Press Release issued by First Capital, Inc. on January 12, 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 CAPITAL, INC.
Dated: January 24, 2000 By: /s/ William W. Harrod
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William W. Harrod
President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit 2.1 Agreement and Plan of Merger, dated as of July 19, 1999, by and
among First Capital, Inc., FC Acquisition Corp. and HCB Bancorp
(incorporated by reference to First Capital's Current Report on
Form 8-K filed on July 22, 1999).
Exhibit 99.1 Joint Press Release issued by First Capital, Inc. and HCB Bancorp
on January 12, 2000.
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EXHIBIT 99.1
PRESS RELEASE
*FOR IMMEDIATE RELEASE*
FIRST CAPITAL, INC. AND HCB BANCORP
COMPLETE MERGER OF EQUALS
Corydon, Indiana (January 12, 2000) -- First Capital, Inc., (Nasdaq
SmallCap: FCAP) announced today that it has completed its merger of equals with
HCB Bancorp. As part of the merger, Harrison County Bank has merged into First
Federal Bank, which has changed its name to First Harrison Bank. In accordance
with the terms of the merger agreement, each share of HCB Bancorp common stock
has been converted into the right to receive 15.5 shares of First Capital common
stock. The transaction will be accounted for as a pooling of interests for
financial accounting purposes. HCB Bancorp's shareholders will receive
instructions on how to exchange their HCB Bancorp shares for First Capital
shares in the near future.
For further information contact:
William W. Harrod
President and CEO
First Capital, Inc.
(812) 364-6192
Samuel E. Uhl
President and CEO
First Harrison Bank
(812) 738-2198
