WORTHEN BANKING CORP
8-K, 1994-10-26
NATIONAL COMMERCIAL BANKS
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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) October 14, 1994
                                                 ----------------


                          WORTHEN BANKING CORPORATION

- - --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

 
 
   Arkansas                          1-8525                   71-6066857     
   --------                          ------                   ----------     
(State or other                 (Commission                   (IRS Employer  
jurisdiction of                 File Number)               Identification No.)
incorporation)


Worthen Bank Building, 200 West Capitol, Little Rock, Arkansas          72201
- - -----------------------------------------------------------------------------
     (Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code   (501)-378-1521
                                                     --------------


                                 Not Applicable

- - --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)



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<PAGE>
 
ITEM 5.  OTHER EVENTS

     On October 14, 1994, Worthen Banking Corporation ("Registrant" or "WBC")
issued a news release announcing the resignation of Andrew Melton, executive
vice president, treasurer and chief financial officer.  A copy of the October
14, 1994 news release is attached hereto as Exhibit 99, which is incorporated in
this Current Report on Form 8-K by this reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(C)  Exhibit Index

<TABLE> 
<CAPTION> 

Exhibit No.              Description                                  Page No.
- - -----------              -----------                                  --------
<S>                      <C>                                          <C> 
     99                  News Release dated October 14, 1994.             4

</TABLE> 


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<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 hereunto duly authorized.

                                   WORTHEN BANKING CORPORATION
                                   ---------------------------
                                          (Registrant)

Date:  October 26, 1994            /s/  Alan C. King
                                   -----------------------------
                                   Alan C. King,               
                                   Senior Vice President       
                                   and Chief Accounting Officer 



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<PAGE>
 
  CONTACT:  Kay Cook                                                  Exhibit 99
  TELEPHONE:     501/378-1207
  RELEASE DATE:  Immediate


                          WORTHEN BANKING CORPORATION
                                  NEWS RELEASE


       LITTLE ROCK, AR, (October 14, 1994) --- Andrew Melton, executive vice
  president, treasurer and chief financial officer of Worthen Banking
  Corporation (ASE:WOR) today announced his resignation from Worthen.

       Melton, who joined Worthen Banking Corporation in 1986, stated, "After
  eight and a half years of participating in Worthen's recovery and return to
  the premier financial institution in Arkansas, I feel it's time to move on to
  other challenges. I am confident that the remaining management team at Worthen
  will achieve a smooth transition to Boatmen's."

       Worthen Banking Corporation announced on August 18, 1994, that it had
  entered into an agreement in which Boatmen's Bancshares Inc. (NASDAQ:BOAT)
  would acquire 100% of the outstanding shares of Worthen Banking Corporation in
  a one-to-one stock exchange transaction. The agreement with Boatmen's to
  acquire Worthen is the culmination of the record of achievement compiled by
  Worthen from substantial net losses incurred 1985 - 1987 to record profits
  earned during the early 1990's.

       Curt Bradbury, chairman and chief executive officer of Worthen Banking
  Corporation, stated, "Andrew made significant contributions to the success of
  our company. He was instrumental in the expansion of Worthen's presence
  through acquisitions in the most vibrant economic markets of Arkansas. We wish
  him the best in his future ventures."


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