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 6, 1999
FIRST INDEPENDENCE CORPORATION
(Exact name of Registrant as specified in its Charter)
Delaware 0-22184 36-3899950
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) Number)
Myrtle and Sixth Streets, Independence, Kansas 67301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (316) 331-1660
N/A
(Former name or former address, if changed since last report)
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Item 2 Acquisition or Disposition of Assets
On January 6, 1999, First Independence Corporation (the "Company")
issued the press release included as Exhibit 99 to this report and incorporated
by reference herein, announcing the consummation of its acquisition of The
Neodesha Savings and Loan Association, FSA ("Neodesha") through the conversion
of Neodesha to stock form and the simultaneous merger of Neodesha with First
Federal Savings and Loan Association of Independence, a wholly owned subsidiary
of the Company. The merger was consummated pursuant to a Plan of Merger
Conversion (the "Agreement") dated as of February 18, 1998. The Agreement was
included as Exhibit 2.1 to the Company's Form SB-2 filed on July 2, 1998, and is
incorporated herein by reference.
The Company intends to integrate the operations of Neodesha into its
existing operations and continue to maintain the business and physical assets of
Neodesha, subject to the needs of the Company.
The foregoing information does not purport to be complete and is
qualified in its entirety by reference to the Exhibits to this Report.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of businesses acquired.
The Financial Statements, and the notes thereto, of Neodesha
were contained in the Company's Prospectus filed with the Registration Statement
(the "Registration Statement") on Form SB-2 (File No. 333-508423) declared
effective by the Securities and Exchange Commission on November 9, 1998.
(b) Pro forma financial information.
The Unaudited Pro Forma Combined Financial Statements of
the Company and Neodesha were contained in the Prospectus filed
with the Registration Statement.
(c) Exhibits.
The Exhibits listed on the accompanying Exhibit Index are
filed as part of this Report and are incorporated herein by reference.
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
2.1 Plan of Merger Conversion, dated February 18, 1998, by and
between First Independence Corporation and The Neodesha
Savings and Loan Association, FSA (previously filed with First
Independence's SB-2 on July 2, 1998).
99. Press release, dated January 6, 1999.
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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 thereunto duly authorized.
FIRST INDEPENDENCE CORPORATION
Date: January 21, 1999 By: /s/Larry G. Spencer
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Larry G. Spencer, President
and Chief Executive Officer
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EXHIBIT 99
[First Independence Corporation Letterhead]
FOR IMMEDIATE RELEASE
Date: January 6, 1999
Contact: Larry G. Spencer
Telephone: (316) 331-1660
NEODESHA SAVINGS AND LOAN ASSOCIATION, F.S.A. AND
FIRST INDEPENDENCE CORPORATION COMPLETE MERGER CONVERSION
Neodesha Savings and Loan Association, F.S.A. ("Neodesha") and First
Independence Corporation ("First Independence") announced today the successful
completion of Neodesha's conversion from a federally-chartered mutual savings
and loan association to a federally-chartered stock savings and loan association
and its simultaneous merger with First Independence's subsidiary, First Federal
Savings and Loan Association of Independence. This is the first merger
conversion approved by the Office of Thrift Supervision since its moratorium in
1994.
Frank Miller, President and CEO of Neodesha, stated "We are very
excited about the Merger Conversion and our affiliation with First Independence.
This transaction will benefit our customers, employees and the communities we
serve and has given our members the opportunity to participate in First
Independence's future."
Larry G. Spencer, President and Chief Executive Officer of First
Independence stated "We are really excited about further expanding our presence
in the Neodesha area and in Wilson County and we look forward to assisting the
customers of Neodesha in responding to their growing financial needs." First
Independence Common Stock is traded on the Nasdaq (National Association of
Securities Dealers Automated Quotation) SmallCap Market under the symbol "FFSL."
In connection with the Merger Conversion, First Independence sold 150,896 shares
of its Common Stock at the discounted price of $9.42 per share. The total number
of outstanding shares of First Independence Common Stock is approximately
963,819 shares (excluding the shares to be issued in the Merger Conversion).
Trident Securities, Inc. of Raleigh, North Carolina managed the sale of First
Independence Common Stock in the Subscription Offering. Silver, Freedman and
Taff of Washington, DC represented First Independence Corporation in the
transaction.
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