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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) May 13, 1994
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WORTHEN BANKING CORPORATION
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(Exact name of registrant as specified in its charter)
Arkansas 1-8525 71-6066857
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Worthen Bank Building, 200 West Capitol, Little Rock, Arkansas 72201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (501)-378-1521
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On May 13, 1994, Worthen National Bank of Arkansas ("WNBA"), a wholly-owned
national banking subsidiary of Worthen Banking Corporation ("Registrant" or
"WBC"), issued a news release reporting that Jack Fleischauer, Jr. resigned as
president and chief operating officer. The news release also reported that
Curtis F. Bradbury, chairman of the board, and chief executive officer of the
Registrant, will remain chairman and chief executive officer of WNBA. Mr.
Bradbury has served as chairman of the board of WNBA since August, 1988 and as
chief executive officer of WNBA since September, 1989. He will continue to
serve as chairman of the board and chief executive officer of the Registrant.
A copy of the May 13, 1994 news release is attached hereto as Exhibit 99
(A), which is incorporated in this Current Report on Form 8-K by this reference.
On June 9, 1994, WBC issued a news release announcing that Jim G. Farmer
has joined the executive management team of Worthen Banking Corporation as
president and chief operating officer. Farmer, 45, is an Arkansan and graduate
of the University of Arkansas at Fayetteville. Following his graduation from
the U of A, he moved to St. Louis where he was president and CEO of two private
sector St. Louis-based companies, and served as the executive vice president for
Mark Twain Bancshares, a $2.5 billion banking organization. The hiring of
Farmer completes WBC's senior management team of Andrew T. Melton, executive
vice president, treasurer and chief financial officer and Jim Patridge,
executive vice president and senior credit officer.
A copy of the June 9, 1994 news release is attached hereto as Exhibit 99
(B), which is incorporated in this Current Report on Form 8-K by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(C) Exhibit Index
Exhibit No. Description Page No.
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99 (A) News Release dated May 13, 1994. 4
99 (B) News Release dated June 9, 1994. 5
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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.
WORTHEN BANKING CORPORATION
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(Registrant)
Date: June 24, 1994 /c/ Alan C. King
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Alan C. King,
Senior Vice President
and Chief Accounting Officer
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Exhibit 99 (A)
CONTACT: Kay Cook
TELEPHONE: 501/378-1207
RELEASE DATE: Immediate
[LOGO OF WORTHEN NATIONAL BANK OF ARKANSAS]
LITTLE ROCK, ARKANSAS (May 13, 1994) -- Curt Bradbury, chairman, president
and CEO of Worthen Banking Corporation and chairman and CEO of Worthen National
Bank of Arkansas, today congratulated Jack Fleischauer, Jr. on his announcement
to accept the title of president and CEO of First Commercial Bank.
"Jack has been with Worthen for over 20 years, he is a good friend and we
wish him well with this new opportunity," said Bradbury. "I will remain as
chairman and CEO of Worthen National Bank of Arkansas. With the assistance of
Bill Scholl, executive vice president of the Commercial Banking Group, and Jon
Rymer, executive vice president for the Retail Banking Group, we will continue
to serve our customers and community as Arkansas' premier banking organization."
"In addition to our current management team, we have been visiting for a
number of months with Jim Farmer of St. Louis, Missouri. Farmer has a proven
record of performance in the successful management of a number of companies,
including Mark Twain Bancshares a $2.5 billion banking organization. We have
seen significant opportunities for Farmer in our company. He has agreed to join
us and we will proceed to finalize his management role within Worthen," Bradbury
concluded.
Farmer is a native of North Little Rock and graduate of University of
Arkansas at Fayetteville, Arkansas.
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WORTHEN NATIONAL BANK OF ARKANSAS, P.O. BOX 1681, LITTLE ROCK, ARKANSAS 72203
1681
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Exhibit 99 (B)
CONTACT: Kay Cook
TELEPHONE: 501/378-1207
RELEASE DATE: Immediate
[LOGO OF WORTHEN BANKING CORPORATION]
LITTLE ROCK, ARKANSAS (June 9, 1994) -- Curt Bradbury, chairman and CEO of
Worthen Banking Corporation (WBC), announced today that Jim G. Farmer has joined
the executive management team of Worthen Banking Corporation as president and
chief operating officer.
"In his new role with Worthen Banking Corporation, Farmer will bring his
experience as a successful executive and banker to help lead the WBC executive
management team in continuing cost control initiatives and focusing on enhanced
revenue generation for our company," Bradbury said. "It will be his challenge
to continue management's efforts to establish a high efficiency banking culture
in our organization that will further equip Worthen to offer its customers
superior service and products essential to today's competitive banking
environment."
Farmer, 45, is an Arkansan and graduate of the University of Arkansas at
Fayetteville. Following his graduation from the U of A, he moved to St. Louis
where he was president and CEO of two private sector St. Louis-based companies,
and served as the executive vice president for Mark Twain Bancshares, a $2.5
billion banking organization.
"Jim has a proven record of performance in the successful management of a
number of companies, including a major banking organization," Bradbury said.
"He brings to our organization broad business perspectives and operating
successes that will be invaluable to Worthen as we face continuing challenges of
profitability and
-more-
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WORTHEN BANK BUILDING, P.O. BOX 1681, LITTLE ROCK, ARKANSAS 72203
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growth that are common in banking. We feel that bankers have much to learn
from other industries. Because of his broad business experience, he will be
capable of bringing a non-traditional approach to our most critical operating
issues."
Bradbury said that after several meetings with Farmer, it became apparent
that Farmer's business philosophy and record of performance meshed well with
that of the existing WBC team. The hiring of Farmer completes the senior
management team of Andrew T. Melton, executive vice president, treasurer and
chief financial officer and Jim Patridge, executive vice president and senior
credit officer.
While with Mark Twain Bancshares, Farmer was a member of the company
executive committee and his duties included the supervision of credit quality
and loan workout strategies, expense control and revenue generation in non-bank
lines of business such as brokerage, mortgage and trust. Farmer's efforts,
along with those of the executive management team, resulted in Mark Twain's
rapid growth and superior financial performance. Most recently, as the largest
shareholder, president and CEO of Delmar Gardens Enterprises, a skilled nursing
home and congregate care company with operations in five states, Farmer
successfully led Delmar's restructuring and turnaround efforts. These efforts
have been characterized by those knowledgeable with Delmar as nothing short of
spectacular. He sold his interest in Delmar in late 1993.
Farmer's background also includes a 13-year tenure as president and CEO of
Pelham Holding Corporation, an investment company which has held interests in a
variety of industries including banking, oil and gas, real estate development
and insurance brokerage.
"I'm very happy to have the opportunity to return home to Arkansas and work
with so many old friends in such a wonderful company as Worthen," Farmer said.
"Curt and his team have established a fine reputation in the banking industry
and I look forward to being part of the team which takes Worthen to the next
level of high performance."
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Mr. Farmer, his wife and three children will be moving to Little Rock this
summer.
Worthen Banking Corporation operates 11 community banks and six other
financial service companies with over 112 offices serving 46 communities
throughout Arkansas and the Austin, Texas, area. Worthen has total consolidated
assets of approximately $3.5 billion.
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