AREA BANCSHARES CORP
8-K, 1998-11-10
COMMERCIAL BANKS, NEC
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<PAGE>   1



                                  UNITED STATES
                       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) NOVEMBER 10, 1998 (NOVEMBER 2, 1998)




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



    Kentucky                        0-26032                     61-0902343
- --------------------------------------------------------------------------------
 (State or other            (Commission File Number)         (IRS Employer
  jurisdiction of                                            Identification No.)
  incorporation)              
  

     230 Frederica Street, Owensboro, KY                         42301
- --------------------------------------------------------------------------------
(Address of principal executive office)                        (Zip code)


Registrant's telephone number, including area code:  (502) 926-3232
                                                    -----------------


                                 Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)








                     The Current Report consists of 5 pages.
                     The exhibit index is located on page 4.




                                        1




<PAGE>   2

Item 5.  Other Events

         On November 2, 1998, Area Bancshares Corporation announced that its
         Board of Directors approved the repurchase of up to 100,000 shares of
         its common stock on the open market. This repurchase represents .64% of
         the 15,643,776 shares that were outstanding as of September 30, 1998.

         A copy of the press release is attached hereto as Exhibit 99-1, and is
         incorporated herein by reference.


Item 7.  Financial Statements and Exhibits


         C.  Exhibits

<TABLE>
<CAPTION>

                       Exhibit No.                  Description
                       -----------                  -----------
                       <S>               <C>
                          99.1           Press release dated November 2, 1998

</TABLE>














                                        2



<PAGE>   3

                                    SIGNATURE


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.


                                          Area Bancshares Corporation



DATE:  November 10, 1998                  By:      /s/ John A. Ray           
                                               ------------------------------
                                                   John A. Ray
                                                   Executive Vice President &
                                                   Chief Financial Officer













                                        3


<PAGE>   4

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>


   Exhibit Number                Exhibit Description                     Page
   --------------                -------------------                     ----
   <S>                   <C>                                             <C>
        99.1             Press release dated November 2, 1998             5


</TABLE>













                                        4




<PAGE>   1

                                 PRESS RELEASE
- --------------------------------------------------------------------------------
     Area Bancshares Corporation - 230 Frederica Street - Owensboro KY 42301
                       (502) 688-7750 - Fax (502) 686-1519

                              FOR IMMEDIATE RELEASE

November 2, 1998

                AREA BANCSHARES CORPORATION ANNOUNCES MANAGEMENT
                        REALIGNMENT AND STOCK REPURCHASE

    AREA BANCSHARES CORPORATION (NASDAQ: AREA) announces a management
    realignment following the resignation of Chief Financial Officer Jack Brown
    to pursue other interests:

    John A. Ray, President of The Owensboro National Bank, located in Owensboro,
    Kentucky, has been elevated to Executive Vice President and Chief Financial
    Officer of Area Bancshares Corporation. Mr. Ray has been with Area
    Bancshares Corporation or its subsidiaries since 1984.

    Darrell Higginbotham, currently President of Alliance Bank, FSB, located in
    Somerset, Kentucky, has been named President and CEO of The Owensboro
    National Bank to succeed Mr. Ray.

    Scott Cvengros, currently Vice President-Loan Administration for Area 
    Bancshares Corporation, has been named President and CEO of Alliance Bank,
    FSB, to succeed Mr. Higginbotham.

    John Penn, Executive Vice President of Area Bancshares Corporation, will be
    responsible for development and oversight of all nonbanking operations,
    including development of insurance and security brokerage lines of business.
    He will also supervise the company's Atlanta, Georgia, SBA lending program
    and its Lexington, Kentucky, indirect automobile lending program.

    Messrs. Higginbotham, Cvengros and Penn joined Area Bancshares Corporation 
    in September 1997, following the company's acquisition of Cardinal
    Bancshares, Inc.

    The appointments will become effective by January 1, 1999.

    Area Bancshares Corporation also announced that its Board of Directors has
    approved the repurchase of up to 100,000 shares of its common stock on the
    open market.

    Area Bancshares Corporation, a $2.0 billion multi-bank holding company
    headquartered in Owensboro, Kentucky, operates eleven banks and one thrift
    with 57 banking facilities in 24 cities throughout Kentucky. Through its
    subsidiaries, Area offers a broad range of banking and banking-related
    services.

    CONTACT: Gary R. White of Area Bancshares Corporation at (502) 688-7824.

                                       END

                                                           

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