AREA BANCSHARES CORP
8-K, 1999-11-09
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 9, 1999 (NOVEMBER 5, 1999)


                           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:  (270) 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 5, 1999, Area Bancshares Corporation ("Area") announced it
         had repurchased two blocks of its common stock totaling 300,000 shares
         from a private foundation formed by one of Area's directors. The
         director transferred the stock to the foundation approximately five
         years ago and the foundation disposed of the stock to avoid unfavorable
         federal tax consequences.

         The stock buybacks occurred on September 1 and September 22, 1999.

         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 5, 1999



</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 9, 1999                 By:      /s/ Edward J. Vega
                                            ------------------------------------
                                                Edward J. Vega
                                                Senior 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 5, 1999           5


</TABLE>





                                       4


<PAGE>   1

                                                                   EXHIBIT 99.1



AREA
BANCSHARES
CORPORATION
- --------------------------------------------------------------------------------
Media Release

                              FOR IMMEDIATE RELEASE

NOVEMBER 5, 1999

CONTACT:     MR. TIMOTHY O. SHELBURNE
             AREA BANCSHARES CORPORATION
             SENIOR VICE PRESIDENT AND
             GENERAL COUNSEL
             (270)-688-7750

               AREA BANCSHARES CORPORATION ANNOUNCES STOCK BUYBACK

OWENSBORO, KENTUCKY: November 5, 1999-Area Bancshares Corporation (NASDAQ:
AREA). In response to inquiries received from the investing community, Area
Bancshares Corporation announced today that it has purchased two blocks of its
common stock totaling 300,000 shares from a private foundation formed by one of
the Company's directors. The director transferred the stock to the foundation
approximately five years ago. The foundation disposed of the stock to avoid
unfavorable federal tax consequences. The stock buybacks were consummated on
September 1 and September 22, 1999.

         Area Bancshares Corporation, a $2.3 billion multi-bank holding company,
headquartered in Owensboro, Kentucky, operates 13 banks with 65 banking
facilities in 24 cities throughout Kentucky. Through its subsidiaries, Area
offers a broad range of banking and banking-related services.


                                       END





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