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) May 19, 1994
LIBERTY NATIONAL BANCORP, INC.
(Exact name of registrant as specified in charter)
Kentucky 0-9630 61-0955936
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
416 West Jefferson Street, Louisville, Kentucky 40202-3294
(Address of principal executive offices) (Zip code)
Registrant's telephone number,
including area code (502)566-2000
Former name or former address, if changed since
last report: Not Applicable <PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
Liberty National Bancorp, Inc. ("Liberty") and Aaron
Acquisition Corporation ("Aaron"), a wholly owned subsidiary of
BANC ONE CORPORATION ("BANC ONE"), have entered into a First
Amendment Amending Merger Agreement dated as of May 19, 1994 (the
"Amendment"), which was also joined in by BANC ONE. The Amendment
amends the Merger Agreement among the parties dated as of November
2, 1993, which provides for the acquisition of Liberty by BANC ONE.
The Amendment provides that the capital stock of BANC ONE's
Lexington, Kentucky affiliate, Bank One, Lexington, National
Association, will be transferred after the merger to the
corporation resulting from the merger of Liberty and Aaron.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
The Exhibits listed on the accompanying Exhibit Index are
filed as part of this Report and are incorporated herein by
reference.<PAGE>
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.
LIBERTY NATIONAL BANCORP, INC.
Date: May 25, 1994 By /s/ Kathryn Ross Arterberry
Kathryn Ross Arterberry, General
Counsel and Assistant Secretary<PAGE>
EXHIBIT INDEX
1 First Agreement Amending Merger Agreement, dated as of May 19,
1994, between Liberty National Bancorp, Inc. and Aaron
Acquisition Corporation, and joined in by BANC ONE
CORPORATION.
<PAGE>
EXHIBIT 1
FIRST AGREEMENT AMENDING
MERGER AGREEMENT
This First Agreement Amending the Merger Agreement between LIBERTY
NATIONAL BANCORP, INC. (hereinafter called "LIBERTY") and AARON
ACQUISITION CORPORATION (hereinafter called "ACQUISITION CORP.")
and joined in by BANC ONE CORPORATION (hereinafter called "BANC
ONE") is dated as of May 19, 1994.
W I T N E S S E T H
WHEREAS, the parties hereto have entered into a Merger
Agreement dated as of November 2, 1993 (hereinafter called the
"Merger Agreement") providing for the merger of ACQUISITION CORP.
into LIBERTY and the exchange of shares of BANC ONE Common Stock
for the shares of LIBERTY Common Stock;
WHEREAS, the Merger Agreement provides that prior to the time
the merger of ACQUISITION CORP. into LIBERTY becomes effective,
BANC ONE will transfer ownership of its subsidiary, Bank One,
Lexington, National Association to ACQUISITION CORP.; and
WHEREAS, the parties have determined that instead of
transferring Bank One, Lexington, National Association to
ACQUISITION CORP. prior to said merger it would be appropriate for
BANC ONE to transfer ownership of Bank One, Lexington, National
Association to the entity resulting from the merger of ACQUISITION
CORP. and LIBERTY following said merger.
STATEMENT OF AMENDMENT
NOW THEREFORE, the parties hereby agree that Section 10(k) of
the Merger Agreement shall be and is hereby amended to read in its
entirety as follows:
(k) Immediately following the Merger, and prior to the time
the Bank P&A becomes effective pursuant to the Bank P&A Agreement,
BANC ONE will transfer direct ownership of the shares of BANK ONE
LEXINGTON to the Surviving Corporation. If appropriate and
necessary, prior to said transfer of direct ownership of the shares
of BANK ONE LEXINGTON, BANC ONE, as the sole shareholder of BANK
ONE LEXINGTON, will ratify and confirm the Bank P&A at a meeting of
the shareholders of BANK ONE LEXINGTON held for such purpose or by
means of a unanimous written consent of BANK ONE LEXINGTON
shareholders adopted in lieu of a meeting to approve the Bank P&A
and the Bank P&A Agreement.
Except as amended by this Agreement, the Merger Agreement and the
exhibits thereto remain in full force and effect without alteration
or change. All capitalized terms used but not otherwise defined
herein shall have the meanings assigned thereto in the Merger
Agreement.
IN WITNESS WHEREOF, the parties hereto have set their hands on the
date and in the year first above written.
BANC ONE CORPORATION
ATTEST:
/s/ Charles F. Andrews By: /s/ Roman J. Gerber
Charles F. Andrews Roman J. Gerber
Assistant Secretary Executive Vice President
LIBERTY NATIONAL BANCORP, INC.
ATTEST:
/s/ Kathryn Ross Arterberry By: /s/ Malcolm B. Chancey, Jr.
Kathryn Ross Arterberry Malcolm B. Chancey, Jr.
Assistant Secretary Chairman of the Board of
Directors and Chief Executive
Officer
AARON ACQUISITION CORPORATION
ATTEST:
/s/ Charles F. Andrews By: /s/ Roman J. Gerber
Charles F. Andrews Roman J. Gerber
Secretary Chairman
