<PAGE> 1
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):
May 3, 1996
CARDINAL BANCSHARES, INC.
- - -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Kentucky 0-20494 61-1128205
- - ------------------------------- --------------------- --------------------
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
400 East Vine Street, Suite 300, Lexington, Kentucky 40507
- - ---------------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(606) 255-8300
Not Applicable
- - ------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
- - ------------------------------------------------------------------------------
The Current Report consists of 8 pages.
Exhibit Index is on page 4.
<PAGE> 2
CARDINAL BANCSHARES, INC.
ITEM 5. OTHER EVENTS.
Cardinal Bancshares, Inc. (the "Registrant") has announced certain
financial and other information regarding its performance during the three
months ended March 31, 1996. The news release dated May 3, 1996 containing
such financial and other information is attached as Exhibit 99.1 hereto and is
incorporated herein by reference. The spin-off described in the news release
remains subject to applicable stockholder and regulatory approvals and other
conditions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
C. EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 News Release.
- 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.
CARDINAL BANCSHARES, INC.
Date: May 10, 1996 By: /s/ JACK H. BROWN
----------------------------
Jack H. Brown
Chief Financial Officer
<PAGE> 4
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION PAGE
------- ------------------- ----
99.1 News Release. 5
- 4 -
<PAGE> 1
EXHIBIT 99.1
About: Cardinal Bancshares, Inc.
Company contact: Jack H. Brown (606) 255-8300
Chief Financial Officer
FOR IMMEDIATE RELEASE
LEXINGTON, KY, May 3, 1996/PR Newswire/ -- CARDINAL BANCSHARES, INC.
(NASDAQ-NMS: CARD) announced today a net loss of $104 thousand or $(0.06) per
share for the first quarter of 1996. The loss for the first quarter of 1996
compares to net income of $501 thousand or $0.33 per share reported for the
comparable period in 1995.
The 1996 first quarter loss is attributed largely to continued losses at
Security First Network Bank ("SFNB") (expenses associated with the Internet
banking activities) as well as losses at Cardinal Credit Corporation ("CCC").
SFNB had recorded $1.031 million in expenses associated with the Internet
banking activities for the first quarter of 1996. Cardinal has previously
announced plans to spin-off SFNB to its shareholders. The Board of Directors
of Cardinal has established May 13, 1996 as the record date for determining
eligibility to participate in the distribution of shares in the spin-off.
Cardinal expects the shares to be distributed within thirty days of the record
date. CCC had a loss of $65 thousand for the first quarter of 1996. It is
expected that substantially all of the assets of CCC will be sold to Norwest
Financial Kentucky, Inc. on or about May 15, 1996. On an after-tax basis,
Cardinal expects to receive approximately $4.6 million in connection with such
sale and the related termination of CCC's business.
At March 31, 1996, total assets of Cardinal were $675.4 million as
compared to $668.5 million at December 31, 1995. Deposits increased $9.2
million from $570.7 million to $579.9 million between December 31, 1995 and
March 31, 1996.
Statistical data for the first quarter follows.
(MORE)
- 5 -
<PAGE> 2
Cardinal is the Lexington, Kentucky based holding company for HNB Bank, NA
based in Harlan, Ky. with offices in Irvine and Cumberland, Ky.; The Vine
Street Trust Company, located in Lexington, Ky.; Jefferson Banking Company in
Louisville, Ky.; Security First Network Bank, FSB in Pineville, Ky.; Alliance
Bank, FSB in Somerset, Ky. with offices in London, Corbin, Monticello and
Russell Springs, Ky.; First & Peoples Bank in Springfield, Ky.; and VST
Financial Services, Inc. based in Atlanta, Ga.
(MORE)
- 6 -
<PAGE> 3
SELECTED FINANCIAL INFORMATION
(000's omitted, except for shares and per share data)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31
1996 1995
-----------------------------
<S> <C> <C>
INCOME STATEMENT
Interest income 14,611 12,202
Interest expense 7,272 5,612
-----------------------------
Net interest income 7,339 6,590
Loan loss provision 838 335
Non-int income 993 890
Non-int expense 7,604 6,329
-----------------------------
Pretax income (110) 816
Income tax (6) 315
-----------------------------
Net income (104) 501
=============================
END OF PERIOD BALANCE SHEET
Loans 464,136 393,349
Investments 139,525 156,297
Earning assets 627,521 568,004
Loan loss reserve 6,186 5,441
Goodwill 5,739 6,245
Assets 675,411 606,755
Deposits 579,900 519,208
Debt 49,757 44,748
Equity 40,413 37,447
PERFORMANCE RATIOS
Return on average assets -0.06% 0.35%
Return on average equity -1.02% 5.47%
Net interest margin 4.69% 4.86%
Efficiency ratio 91.26% 84.61%
Non-interest expense/ Avg. assets 4.52% 4.36%
PER SHARE DATA
Primary EPS $ (0.06) $ 0.34
Fully diluted EPS $ (0.06) $ 0.33
Dividends per share $ 0.20 $ 0.20
Book value per share $ 27.12 $ 27.04
Outstanding shares - March 31 1,489,954 1,385,104
Average shares - primary 1,623,980 1,495,257
Average shares - fully diluted 1,630,094 1,510,949
</TABLE>
(MORE)
- 7 -
<PAGE> 4
SELECTED FINANCIAL INFORMATION (CONTINUED)
(000's omitted, except for shares and per share data)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31
1996 1995
--------------------------------
<S> <C> <C>
AVERAGE BALANCE SHEET
Loans $460,663 $387,795
Investments 136,943 139,193
Earning assets 626,141 542,892
Assets 673,638 580,521
Deposits 528,439 446,061
Borrowings 50,013 42,964
Demand deposits 47,864 44,664
Total equity 40,948 36,637
CREDIT QUALITY
Nonaccrual loans $ 842 $ 813
90 days past due 520 459
Other real estate owned 70 0
--------------------------------
Total nonperforming assets $ 1,432 $ 1,272
================================
Net charge-offs $ 441 $ 108
NPL's/ Loans 0.29% 0.32%
NPA's/Assets 0.21% 0.21%
Net charge off ratio 0.10% 0.03%
Loan loss reserves to loans 1.32% 1.36%
</TABLE>
- - -0-
/CONTACT: JACK H. BROWN, CHIEF FINANCIAL OFFICER, (606) 255-8300/
- 8 -
