SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 31,1995
PIKEVILLE NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Kentucky 0-11129 61-0979818
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
208 North Mayo Trail
Pikeville, Kentucky 41501
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(606) 432-1414
Not Applicable
(Former name or former address, if changed since last
report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
This amendment to the Registrant's Form 8-K, filed on June
14, 1995 for the acquisition of Woodford Bancorp, Inc. on
May 31, 1995, presents the financial statements and pro
forma financial information required to satisify the
reporting requirements of Item 7(a) and 7(b).
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PIKEVILLE NATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
March 31
(in thousands) 1995
Assets:
Cash and Cash Equivalents
Cash and due from banks 49,264
Interest bearing deposits in other financial institutions 2,729
Federal funds sold 16,599
Total cash and cash equivalents 68,592
Securities available for sale 68,560
Securities held to maturity (fair value of
$383,492) 394,509
Loans and lease financing 965,863
Less: Allowance for losses (14,228)
Net Loans and lease financing 951,635
Loans held for sale 6,846
Premises and equipment, net 41,433
Interest receivable 11,406
Excess of cost over net assets acquired (net of
amortization of $4,532) 16,469
Other real estate (net of allowance for losses of
$2,115 ) 2,919
Other assets 9,233
Total Assets $1,571,602
Liabilities and Shareholders' Equity:
Deposits
Non-Interest bearing 149,030
Interest bearing 1,152,696
Total Deposits 1,301,726
Federal funds purchased and securities
sold under repurchase agreements 25,606
Other short-term borrowings 1,941
Dividends payable 1,272
Interest payable 5,695
Other liabilities 4,907
Advances from Federal Home Loan Bank 78,474
Long-term debt 24,275
Total Liabilities 1,443,896
Shareholders' Equity:
Preferred stock, no par value, 300,000 shares
authorized and unissued
Common stock, $5 par value, 25,000,000 shares authorized;
shares issued and outstanding,
1995-8,944,235 44,721
Capital Surplus 27,399
Retained earnings 56,589
Net unrealized depreciation on securities
available for sale, net of tax (1,003)
Total Shareholders' Equity 127,706
Total Liabilities and Shareholders' Equity 1,571,602
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PIKEVILLE NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
March 31
(in thousands except per share data) 1995
Interest Income:
Interest and fees on loans and leases 22,516
Interest and dividends on securities-
Taxable 5,926
Tax exempt 763
Interest on federal funds sold 759
Interest on deposits in other finan 49
30,013
Interest Expense:
Interest on deposits 12,359
Interest on federal funds purchased and securities
sold under repurchase agreements 374
Interest on other short-term borrow 46
Interest on advances from Federal H 1,156
Interest on long-term debt 510
14,445
Net interest income 15,568
Provision for loan losses 1,071
Net interest income after provision 14,497
Non-interest income:
Service charges on deposit accounts 1,161
Gains on sale of loans, net 39
Insurance commissions 184
Trust income 307
Securities gains, net 5
Other 970
2,666
Non-interest expenses:
Salaries and wages 4,735
Employee Benefits 1,422
Equipment 869
Data processing 585
Stationery, printing and office sup 425
Taxes other than payroll, property 403
FDIC insurance 659
Other 3,115
13,176
Income before income taxes 3,987
Income taxes 1,014
Net Income 2,973
Earnings per share:
Primary 0.34
Fully diluted 0.34
Average shares outstanding
Primary 8,840
Fully diluted 8,840
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PIKEVILLE NATIONAL CORPORATION Twelve Months Ended
CONSOLIDATED STATEMENTS OF INCOME December 31
(in thousands) 1994 1993
Interest Income:
Interest and fees on loans and lease financing 78,143 $ 76,068
Interest and dividends on securities-
Taxable 23,164 24,889
Tax exempt 3,050 2,643
Interest on federal funds sold 1,996 1,001
Interest on deposits in other financial institution 207 328
106,560 104,929
Interest Expense:
Interest on deposits 39,889 39,282
Interest on federal funds purchased and securities
sold under repurchase agreements 1,234 915
Interest on other short-term borrowings 90 90
Interest on advances from Federal Home Loan Bank 4,132 3,550
Interest on long-term debt 2,025 2,779
47,370 46,616
Net interest income 59,190 58,313
Provision for loan and lease losses 6,066 4,442
Net interest income after provision for loan losses 53,124 53,871
Non-interest income:
Service charges on deposit accounts 4,651 4,226
Gains on sale of loans, net 784 2,038
Insurance commissions 863 770
Trust income 1,600 1,162
Securities gains (losses), net (45) 2,003
Other 1,800 1,870
9,653 12,069
Non-interest expenses:
Salaries and wages 17,679 17,703
Employee benefits 5,354 5,174
Occupancy, net 3,250 3,052
Equipment 3,173 3,049
Data processing 2,084 1,184
Stationery, printing and office supplies 1,496 1,499
Taxes other than payroll, property and income 1,682 1,471
FDIC insurance 2,715 2,753
Losses associated with mortgage-backed derivative s 2,793 0
Restructuring and reengineering costs 945 0
Other 11,116 9,686
52,287 45,571
Income before income taxes 10,490 20,369
Income taxes 2,278 5,533
Net Income 8,212 $ 14,836
Earnings per share:
Primary $ 0.95 $ 1.80
Fully diluted 0.95 1.78
Average shares outstanding
Primary 8,601 8,246
Fully diluted 8,602 8,323
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WOODFORD BANCORP, INCORPORATED
CONSOLIDATED BALANCE SHEETS
March 31
(in thousands) 1995
Assets:
Cash and Cash Equivalents
Cash and due from banks 3,271
Federal funds sold 1,000
Total cash and cash equivalents 4,271
Securities available for sale 4,976
Securities held to maturity
(fair value of $38,016) 37,786
Loans and lease financing 52,187
Less: Allowance for losses (2,036)
Net Loans and lease financing 50,151
Premises and equipment, net 1,619
Interest receivable 1,233
Other assets 805
Total Assets 100,841
Liabilities and Shareholders' Equity:
Deposits
Non-Interest bearing 13,516
Interest bearing 74,833
Total Deposits 88,349
Other short-term borrowings 33
Interest payable and other liabilities 296
Total Liabilities 88,678
Shareholders' Equity:
Common stock, $10 par value, 50,000 shares authorized:
shares issued and outstanding,
1995-43,235 432
Retained earnings 11,741
Net unrealized depreciation on securities
available-for-sale, net of tax (10)
Total Shareholders' Equity 12,163
Total Liabilities and
Shareholders' Equity 100,841
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WOODFORD BANCORP, INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
March 31
(in thousands except per share data) 1995
Interest Income:
Interest and fees on loans and leases $ 1,133
Interest and dividends on securities-
Taxable 596
Tax exempt 103
Interest on federal funds sold 24
1,856
Interest Expense:
Interest on deposits 786
786
Net interest income 1,070
Provision for loan losses 25
Net interest income after provision 1,045
Non-interest income:
Service charges on deposit accounts 88
Trust income 31
Securities gains, net 3
Other 57
179
Non-interest expenses:
Salaries and wages 293
Employee benefits 74
Occupancy, net 146
Equipment 42
Stationery, printing and office supp 17
Other 105
677
Income before income taxes 547
Income taxes 0
Net Income $ 547
Net income per share:
Primary $ 12.72
Fully diluted 12.72
Average shares outstanding
Primary 43
Fully diluted 43
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Three
WOODFORD BANCORP, INCORPORATED Months Ended
CONSOLIDATED STATEMENT OF CASH FLOWS March 31
(in thousands) 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 547
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 33
Provision for loan and other real estate losses 25
(Gains) losses on sale of assets, net (20)
Changes in:
Interest receivable 47
Interest payable 25
Other liabilities (93)
Other assets (128)
Net cash provided by operating activities 436
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of securities held-to-maturity (185)
Net change in loans (463)
Purchase of premises, equipment and other real esta (36)
Proceeds from sale of premises and equipment 20
Net cash used in investing activities (664)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in deposits (1,276)
Net change in short-term borrowings 33
Dividends paid (52)
Net cash used in financing activities (1,295)
Net decrease in cash and cash equivalents (1,523)
Cash and cash equivalents at beginning of period 5,794
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,271
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The Registrant hereby incorporates by reference Woodford Bancorp,
Incorporated's audited financial statements for the period ending
December 31, 1994 found on pages 68 through f-6 of the Registrant's
Form S-4 dated March 20, 1995, Registrantion Statement No. 33-90448.
The Registrant hereby, incorporates by reference Woodford Bancorp,
Incorporated's Managment Discussion and Analysis of Financial
Condition and Results of Operations found on pages 36 through 61
of the Registrant's Form S-4 dated March 20, 1995, Registration
Statement No. 33-09448.
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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.
PIKEVILLE NATIONAL CORPORATION
By:
Signature
Richard M. Levy
Dated: August 14, 1995 Senior Vice President and
Chief Financial Officer
