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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) January 5, 1999 (January 4,
1999)
AREA BANCSHARES CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
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KENTUCKY 0-26032 61-0902343
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
230 FREDERICA STREET, OWENSBORO, KENTUCKY 42301
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(Address of Principal Executive Offices) (Zip Code)
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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 2. ACQUISITION AND DISPOSITION OF ASSETS
On January 4, 1999, Area Bancshares Corporation ("Area") of Owensboro,
Kentucky acquired 100% of the outstanding shares of common stock of
Peoples Bancorp of Winchester, Inc. ("Peoples") in a merger
transaction. In the transaction, accounted for as a
pooling-of-interests, Peoples' shareholders received 17.333333 shares
of Area common stock for each one share of Peoples common stock held.
Peoples' business is conducted primarily through its bank subsidiary,
Peoples Commercial Bank, which is located in Winchester, Kentucky. As a
result of the merger, Area will issue 1,300,000 shares of common stock
with no long-term debt being incurred. The physical assets of Peoples
Commercial Bank will continue to be used by it for general banking
purposes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Financial
Statements are not required pursuant to Rule 3-05 of
Regulation S-X.
(B) PRO FORMA FINANCIAL INFORMATION. Pro forma financial
information is not required pursuant to Article 11 of
Regulation S-X.
(c) Exhibits
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Exhibit No. Description
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2. Agreement and Plan of Merger, dated August
24, 1998 between Area Bancshares Corporation
and Peoples Bancorp of Winchester, Inc.(1)
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(1) Incorporated by reference to Appendix A to the Proxy
Statement/Prospectus included in the Registration Statement on Form S-4
filed with the Commission on October 16, 1998 (File No. 333-65803)
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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
By: /s/ Thomas R. Brumley
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Thomas R. Brumley
President & Chief Executive Officer
(Principal Executive Officer)
By: /s/ John A. Ray
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John A. Ray
Executive Vice President &
Chief Financial Officer
(Principal Financial Officer)
By: /s/ Gary R. White
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Gary R. White
Vice President, Controller
(Principal Accounting Officer)
Date: January 5, 1999
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INDEX TO EXHIBITS
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Exhibit No. Description Page
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2. Agreement and Plan of Merger, dated August
24, 1998 between Area Bancshares Corporation
and Peoples Bancorp of Winchester, Inc.(1)
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(1) Incorporated by reference to Appendix A to the Proxy
Statement/Prospectus included in the Registration Statement on Form S-4
filed with the Commission on October 16, 1998 (File No. 333-65803)
