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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) SEPTEMBER 21, 1998
(AUGUST 25, 1998)
AREA BANCSHARES CORPORATION
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(Exact name of registrant as specified in its charter)
Kentucky 0-26032 61-0902343
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
230 Frederica Street, Owensboro, KY 42301
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(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (502) 926-3232
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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 August 25, 1998, Area Bancshares Corporation ("Area") and Peoples
Bancorp of Winchester, Inc. ("Peoples") signed a definitive agreement
that provides for the combination of Peoples and Area.
Area will exchange 17.33 shares of its common stock for each share of
Peoples common stock. Based on Area's closing price of $29.50 per share
on August 21, 1998, and Peoples total outstanding shares, the
transaction would be valued at approximately $38,500,000 and the
exchange value of Peoples stock would be $511.24 per share. The total
purchase price would be 2.80 times Peoples June 30, 1998, book value.
The combination, which will be accounted for as a pooling of interests,
is expected to be consummated during the first quarter of 1999, pending
Peoples shareholder approval, regulatory approval and other customary
conditions of closing.
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
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<S> <C>
99.1 Press release dated August 25, 1998
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2
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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: September 21, 1998 By: /s/ Jack H. Brown
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Jack H. Brown
Senior Vice President &
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Number Exhibit Description
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[S] [C]
99.1 Press release dated August 25, 1998
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EXHIBIT 99.1
PRESSRELEASE
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Area Bancshares Corporation - 230 Frederica Street - Owensboro KY 42301
(502) 688-7750 - Fax (502) 686-1519
FOR IMMEDIATE RELEASE
Date: August 25, 1998
PEOPLES BANCORP OF WINCHESTER, INC. TO MERGE WITH AREA BANCSHARES CORPORATION
Owensboro, Kentucky --
AREA BANCSHARES CORPORATION (NASDAQ-NMS: AREA) and Peoples Bancorp of
Winchester, Inc. ("Peoples") announced jointly today that they have signed a
definitive agreement that provides for the combination of Peoples and Area.
Under the terms of the agreement, Area will exchange 17.33 shares of its
common stock for each share of Peoples common stock. Based on Area's closing
price of $29.50 per share on August 21, 1998, and Peoples' total outstanding
shares, the transaction would be valued at approximately $38,350,000. The
purchase price would be 2.80 times Peoples' June 30, 1998, book value. The
combination, which will be accounted for as a pooling of interests, is expected
to be consummated during the first quarter of 1999, pending Peoples' shareholder
approval, regulatory approval, and other customary conditions of closing. The
transaction is expected to be a tax-free reorganization for federal income tax
purposes.
Peoples is a Winchester, Kentucky, based bank holding company which owns
Peoples Commercial Bank. The bank has two locations in Winchester, As of June
30, 1998, Peoples had total assets of $144,686,080, total deposits of
$129,535,735, and stockholders' equity of $13,709,691. Peoples reported net
income of $1,026,637 for the first six months of 1998, with an annualized return
on assets of 1.46% and an annualized return on stockholders' equity of 19.52%.
Peoples' common stock is privately held, and the company is not listed on any
securities exchange.
Area is an Owensboro, Kentucky, based bank holding company with subsidiary
financial institutions located throughout Kentucky. As of June 30, 1998, Area
had total assets of $1,909,000,000, deposits of $1,475,000,000 and stockholders'
equity of $217,584,000. Area reported net income of $12,758,000 for the first
six months of 1998, with an annualized return on assets of 1.19% and a return on
stockholders' equity of 10.85%. Area's common stock is traded on the NASDAQ
national market system under the symbol AREA.
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Thomas R. Brumley, President and Chief Executive Officer of Area, expressed
his delight with the agreement. "I am thrilled at the prospect of working with
the directors, officers and employees at Peoples, who share our philosophy and
vision of serving the customers and communities of Kentucky. This transaction
expands Area's presence in Kentucky, allowing Peoples Commercial Bank and each
of our other banks to be a larger, stronger player in the communities they
serve. We look forward to the creation of new relationships, and will continue
to build upon relationships with our shareholders, employees and customers
throughout the state."
Ralph L. Oliver, President and Chief Executive Officer of Peoples,
commented, "I am very pleased that we have been able to choose a partner like
Area. With so many technological changes taking place in the banking and
business world, it has become harder and harder to find companies who share the
same hometown, community-oriented banking philosophy that we have. Area has
twelve other community banks just like ours and we could not be happier to join
this fine family of banks located here in our own state. Our local board of
directors, bank management and all our employees should fit right in with the
community service orientation of Area. Peoples Commercial Bank will continue to
operate as a state-chartered financial institution, and not as a branch of
another bank. A big part in our decision to merge with Area was the opportunity
to keep our own name and to operate with the same board of directors, management
and staff, and to continue to serve our local customers just like we have been
doing for seventy-five years. We are looking forward to doing just that, and to
a long and mutually beneficial relationship with Area."
FOR ADDITIONAL INFORMATION CONTACT:
AT AREA BANCSHARES CORPORATION
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Timothy O. Shelburne, Senior Vice President and General Counsel 502/688-7750
or
Jack H. Brown, Chief Financial Officer
AT PEOPLES BANCORP OF WINCHESTER, INC.
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William H. Pitt, Jr., Corporate Treasurer 606/744-3521
