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) February 11, 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.)
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PRESS RELEASE February 11, 1994
IMMEDIATE
Carl E. Weigel Theodore R. Frith
Treasurer Executive Vice President
(502) 566-2510 (502) 566-2083
LOUISVILLE, Ky. -- Due to BANC ONE's recent 10 percent stock
dividend declaration, the following table sets forth the
adjustments in the exchange ratio of BANC ONE shares for Liberty
National Bancorp shares and the adjusted pro forma for cash
dividends per Liberty share.
On January 25, 1994, BANC ONE's Board of Directors announced
a 10 percent stock dividend payable on March 4, 1994, to BANC ONE
shareholders of record as of February 16, 1994. A cash dividend of
31 cents per BANC ONE share will be paid March 31, 1994, to BANC
ONE shareholders of record on March 15, 1994. This cash dividend,
which will be paid on the new shares as a result of the stock
dividend, represents an effective increase in BANC ONE's indicated
cash dividend rate of 10 percent.
Over the last 10 years BANC ONE's cash dividend has been
increased on 15 occasions and has grown at an annual compound rate
in excess of 14 percent. Since the first quarter of 1993,
dividends have been increased by 21.8 percent.
Liberty is a regional bank holding company headquartered in
Louisville, Kentucky. In November 1993, Liberty announced its plan
to join BANC ONE CORPORATION, a regional bank holding company based
in Columbus, Ohio. Pending shareholder and regulatory approval,
the merger is expected to be completed in mid-1994.
Liberty conducts a wide range of commercial and personal
banking activities through its 103 banking offices located
throughout Kentucky and southern Indiana. In addition, Liberty
provides leasing, credit life insurance, brokerage services and
retail loan services through various non-banking subsidiaries.
# # #
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<TABLE>
EXCHANGE RATIO ANALYSIS
BANC ONE Stock Price: Prior to February 10, 1994
____________________________________________________________
<CAPTION>
Pre BANC ONE 10% $38.00 $40.00 $41.57 $42.00 $44.00 $46.00 $48.00
Stock Dividend
________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C>
Exchange Ratio: 0.8421 0.8421 0.8421 0.8333 0.7954 0.7954 0.7954
Deal Price at
Closing: $32.00 $33.68 $35.00 $35.00 $35.00 $36.59 $38.18
*Adjusted Pro
Forma Dividends
per Liberty Share $ 1.04 $ 1.04 $ 1.04 $ 1.03 $ 0.99 $0.99 $ 0.99
</TABLE>
<TABLE>
BANC ONE Stock Price: Effective February 10, 1994
____________________________________________________________
<CAPTION>
Post BANC ONE 10% $34.55 $36.36 $37.79 $38.18 $40.00 $41.82 $43.64
Stock Dividend
________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C>
Exchange Ratio: 0.9262 0.9262 0.9262 0.9167 0.8750 0.8750 0.8750
Deal Price at
Closing: $32.00 $33.68 $35.00 $35.00 $35.00 $36.59 $38.19
*Adjusted Pro
Forma Dividends
per Liberty Share $ 1.15 $ 1.15 $ 1.15 $ 1.14 $ 1.09 $1.09 $ 1.09
Additionally, if BANC ONE's stock is below $38 per share ($34.55 effective
February 10, 1994) and at least $35 per share ($31.82 effective February 10, 1994)
BANC ONE has the right to increase the exchange rate to equate to $32 per Liberty
share value.
<FN>
*Adjusted pro forma dividend is based on BANC ONE's current quarterly dividend of
$0.31 or $1.24 annualized.
</TABLE>
<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.
Date: February 11, 1994 By /s/ Kathryn Ross Arterberry
Kathryn Ross Arterberry
General Counsel and Assistant
Secretary
