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): June 15, 1994
FOURTH FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
KANSAS 0-4170 48-0761683
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 North Broadway, Wichita, Kansas 67202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 316/261-4444
Item 5. Other Events.
On June 15, 1994, Registrant and Great Southern Bancorp,
Inc., a Delaware corporation ("GSB"), entered into a Termination
Agreement pursuant to which the Agreement and Plan of
Reorganization, dated October 12, 1993, between Registrant and GSB
which provided for the merger of GSB into Registrant was
terminated. A copy of the press release issued by Registrant on
June 15 announcing the termination of the proposed merger is
attached hereto as Exhibit 99.
Item 7. Financial Statements and Exhibits.
The following exhibit is filed as a part of this report:
Exhibit No. Description
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99 News Release dated June 15, 1994
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.
FOURTH FINANCIAL CORPORATION
Date: June 15, 1994 By /s/ William J. Rainey
----------------------------
William J. Rainey
Executive Vice President
NEWS RELEASE
FOR IMMEDIATE RELEASE
June 15, 1994
CONTACTS
William J. Rainey William V. Turner
Executive Vice President Chairman and Chief Executive Officer
Fourth Financial Corporation Great Southern Bancorp, Inc.
(316) 292-5339 (417) 888-4300
Fourth Financial Corporation And Great Southern
Bancorp, Inc. Mutually Agree To Terminate Merger
(Wichita, Kansas) -- Officials of Fourth Financial Corporation (NASDAQ: FRTH),
a $7.5-billion bank holding company with offices in Kansas and Oklahoma, and
Great Southern Bancorp, Inc. (NASDAQ: GSBC), the holding company of the
$534-million Great Southern Savings Bank based in Springfield, Missouri, have
announced their agreement to terminate the proposed merger of Great
Southern with Fourth Financial.
William V. Turner, Chairman and Chief Executive Officer of Great Southern
stated, "Our board of directors today determined it was in the best interests
of our stockholders to terminate our agreement primarily because we no
longer believe the negotiated exchange ratio continues to appropriately
reflect the relative value of our organization. Our recent strong financial
performance led us to conclude that it would be in the best interests of our
stockholders for Great Southern to remain independent. The termination
of our agreement is in no way a negative reflection on Fourth
Financial." Turner added, "We intend to return to Great Southern's proven
long-term plan of independent growth through internal expansion. Our board
remains fully committed to enhancing stockholder value. In light of Great
Southern's continued strong core earnings, our board will promptly consider
the feasibility of a significant stock repurchase program, as well as
a possible stock split in addition to continuing the previously announced
higher cash dividend payments."
Darrell G. Knudson, Chairman of Fourth Financial Corporation, stated, "We are
sorry that we are not going to complete the Great Southern merger,
but we firmly believe that a merger can only be successful if both
parties are eager to make it succeed." Knudson added that Missouri continues
to be an attractive market that holds opportunities for the growth of Fourth
Financial's quality BANK IV franchise.
Fourth Financial Corporation currently operates 85 offices in 36 Kansas
communities through its subsidiary, BANK IV Kansas, N.A., and 51 offices in 19
Oklahoma communities through its subsidiary, BANK IV Oklahoma, N.A. Great
Southern Savings Bank has 25 offices in 16 communities in southwest
and central Missouri.
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