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) April 13, 1999
First Federal Bankshares, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-25509 42-1485449
- --------------------------------------------------------------------------------
(State or other jurisdiction of (Commission (IRS employer
incorporation or organization) File Number) Identification No.)
329 Pierce Street, Sioux City Iowa 51101
----------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (712) 277-0200
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On April 13, 1999, First Federal Bankshares, Inc. (the "Registrant") and
its bank subsidiary, First Federal Bank (the "Bank"), headquartered in Sioux
City, Iowa, completed the acquisition of Mid-Iowa Financial Corp. and its
subsidiary, Mid-Iowa Savings Bank, FSB, headquartered in Newton, Iowa. Mid-Iowa
Financial had assets totaling approximately $155 million at April 13, 1999. The
combined company has assets in excess of $725 million. In the merger, each share
of Mid-Iowa Financial Corp. common stock was converted into the right to receive
$15.00 in cash, and each outstanding stock option was converted into the right
to receive the amount by which the $15.00 purchase price exceeded the exercise
price of the option. The transaction, with a total aggregate value of
approximately $28.3 million, will be accounted for as a purchase.
Item 5. Other Events.
Contemporaneously with the acquisition, the former mutual holding company
of the Bank, First Federal Bankshares, M.H.C., converted to a capital stock
corporation. Shares of the Bank's common stock held by the public are exchanged
for shares of the new stock holding company, First Federal Bankshares, Inc.
Shares of the Bank's common stock formerly held by the mutual holding company
were cancelled and each minority shareholder received 1.64696 shares of the new
holding company stock for each share of Bank stock exchanged. In connection with
the conversion, First Federal Bankshares, Inc. sold 2,635,000 shares of common
stock at $10 per share to raise gross proceeds of $26.4 million. The Registrant
retained $5 million, of which $1.8 million was loaned to the First Federal Bank
Employee Stock Ownership Plan and Trust to purchase 184,450 shares in the stock
offering, and the remainder of the proceeds, together with other funds, was used
to fund the Mid-Iowa acquisition.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following Exhibits are filed as part of this report:
Exhibit 2 Agreement and Plan of Reorganization By and Among First
Federal Bankshares, M.H.C., First Federal Savings Bank of
Siouxland, Mid-Iowa Financial Corp. and Mid-Iowa Savings
Bank, FSB. (incorporated by reference to Exhibit 10.14 of
the Registrant's Form S-1 Registration Statement (No.
333-69245) filed on December 18, 1998)
Exhibit 99 Press release of First Federal Bankshares, Inc. dated April
13, 1999.
Financial information for business acquired and pro forma financial
information relative to the acquisition and prepared in accordance with Article
11 of Regulation S-X are not included herewith, but will be filed by amendment
no later than sixty days from the date hereof.
Exhibit 99
PRESS RELEASE OF FIRST FEDERAL BANKSHARES, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to this current report to be signed on
its behalf by the undersigned, hereunto duly authorized.
First Federal Bankshares, Inc.
DATE: April 28, 1999 By: /s/ Katherine A. Bousquet
----------------
Katherine A. Bousquet
Vice President and Treasurer
(Principal Financial and
Accounting Officer)
<PAGE>
[GRAPHIC OMITTED:
Depicting First
Federal Bankshares,
Inc. Logo]
PRESS RELEASE
April 13, 1999
For Immediate Release
For Further Information Contact: Barry Backhaus
First Federal Bankshares, Inc.
329 Pierce Street, P.O. Box 897
Sioux City, IA 51102
712.277.0200
FIRST FEDERAL BANKSHARES, INC. COMPLETES "SECOND STEP" OFFERING AND ACQUISITION
OF MID-IOWA SAVINGS BANK
Sioux City, Iowa. First Federal Bankshares, Inc. is pleased to announce the
completion of its "second step" offering and its acquisition of Mid-Iowa
Financial Corp. and its subsidiary, Mid-Iowa Savings Bank in Newton, Iowa. Barry
Backhaus, President and CEO of First Federal, said he was very pleased to expand
First Federal's service territory in central Iowa. "The addition of Mid-Iowa
coupled with our purchase of Grinnell Federal Savings Bank a year ago provides
us a strong presence in central Iowa and a diversification to our existing
coverage in northwest Iowa," said Mr. Backhaus.
First Federal's acquisition of Mid-Iowa was concurrent with the conversion of
its mutual holding company to stock form. As part of the conversion, First
Federal sold 2,635,000 shares of common stock at $10 per share, raising gross
proceeds of $26.4 million. "We are very grateful to the more than 2,200 people
who purchased our stock, most of whom are from the communities we serve," said
Mr. Backhaus. The stock is expected to begin trading immediately on the NASDAQ
National Market under the symbol FFSXD, and will revert to the trading symbol
FFSX shortly.
Stockholders who owned First Federal Savings Bank stock prior to the current
offering will exchange each of their existing shares for 1.64696 shares of the
new stock.
Concurrent with the change in corporate form, First Federal Bankshares, Inc.'s
bank subsidiary will operate under its new name "First Federal Bank".
Including the Mid-Iowa acquisition, First Federal now operates a total of 19
offices including ten offices in northwest Iowa, one in South Sioux City,
Nebraska, and eight offices in central Iowa. First Federal currently has assets
of approximately $700 million.
