BECKLEY BANCORP INC
8-K, 1997-05-22
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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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)
                                  May 20, 1997





                              BECKLEY BANCORP, INC
                              --------------------
             (Exact name of Registrant as specified in its Charter)




       Delaware                      0-23878                55-0733525
- - ----------------------------      --------------          ---------------
(State or other jurisdiction      (SEC File No.)          (IRS Employer
     of incorporation)                                     Identification
                                                              Number)




200 Main Street, Beckley, West Virginia                      25802-1069
- - ---------------------------------------                      ----------
(Address of principal executive offices)                     (Zip Code)




Registrant's telephone number, including area code:        (304) 252-6201
                                                           --------------




                                 Not Applicable
- - --------------------------------------------------------------------------------
          (Former name or former address, if changed since last Report)





<PAGE>



                               CCF HOLDING COMPANY

                      INFORMATION TO BE INCLUDED IN REPORT
                      ------------------------------------


Item 5.  Other Events
- - ---------------------

         The  press  release  filed  under  Item 7 of  this  Form  8-K  provides
information  concerning the execution of a non-binding  letter of intent for the
acquisition  of the  registrant  by Horizon  Bancorp,  Inc. The letter of intent
expires on the earlier of May 30,  1997 or the date a  definitive  agreement  is
executed by both parties.

Item 7.  Financial Statements, Pro Forma Financial Information and
Exhibits
- - --------------------------------------------------------------------------------

Exhibit 99 -               Press Release dated May 19, 1997




<PAGE>






                                   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.


                              BECKLEY BANCORP, INC.




Date: May 20, 1997            By: /s/ Duane K. Sellards
      ------------                ---------------------
                                  Duane K. Sellards
                                  President and Chief Executive Officer




                                   Exhibit 99
<PAGE>

Exhibit 99

NEWS RELEASE
For release:  May 19, 1997

Contacts:         C. Duane Blankenship, Vice President & CFO
                  Horizon Bancorp, Inc.
                  (304) 255-7310

                  Duane K. Sellards, President & CEO
                  Beckley Bancorp, Inc.
                  (304) 252-6201

Horizon Bancorp and Beckley Bancorp Announce Intent to Merge

Horizon Bancorp,  Inc. ("Horizon") and Beckley Bancorp, Inc. ("Beckley") jointly
announce  today  that  they have  entered  into a  non-binding  letter of intent
providing for the  acquisition of Beckley by Horizon through a merger of Beckley
into  Horizon  and a merger of Beckley  Federal  Savings  Bank,  a wholly  owned
subsidiary  of  Beckley,  into Bank of Raleigh,  a wholly  owned  subsidiary  of
Horizon. The joint announcement was made by Frank S. Harkins,  Jr., Chairman and
CEO of Horizon and Duane K.
Sellards, President and CEO of Beckley.

Pursuant to the terms of the  proposal,  shareholders  of Beckley  will  receive
Twenty  Five  Dollars  and Sixty  Four  Cents  ($25.64)  in cash for each of the
outstanding  shares of Beckley.  The transaction  value is  approximately  $16.9
million. This merger, which is an all cash transaction, will be accounted for as
a purchase transaction.

Frank S. Harkins, Jr., Chairman and CEO of Horizon, commented "Raleigh County is
the flagship market of our  organization.  The addition of Beckley's Harper Road
location  will enhance our existing  branch  network.  It is situated in an area
which is  enjoying  significant  economic  growth  and will be  strategic  as we
compete with "out of area" financial service  providers  entering our market. We
will continue  Beckley's  tradition of providing  quality banking services while
introducing  our vast  array of  financial  products  and  services  and our six
convenient locations to Beckley's existing customers."

Duane K. Sellards,  President and CEO of Beckley,  commented "The joining of our
company  with Horizon  affords us a great  opportunity  by combining  our market
share with a company that already  knows our  community  and is committed to its
growth and  development.  An  important  factor in the  decision was the similar
community  banking  philosophies  of the two  companies  and the  commitment  to
customer service."

The transaction is subject to approval by the appropriate regulatory authorities
and the  stockholders of Horizon and Beckley with an expected closing during the
third quarter of 1997.

Horizon operates five banks with twenty-one  offices in West Virginia.  Counties
served  include  Raleigh,  Fayette,  Greenbrier,  Summers,  Pocahontas,  Cabell,
Lincoln,  and Wayne. At March 31, 1997 Horizon had consolidated assets of $942.8
million, total loans of


<PAGE>


$644.2 million and deposits of $789.4 million.  For the three months ended March
31, 1997 Horizon  earned  $3,242,000  which  represents an annualized  return on
average  assets of 1.38% and an annualized  return on average  equity of 11.76%.
Horizon is a multi-bank holding company headquartered in Beckley, West Virginia.
Horizon's  common stock is traded on the NASDAQ  National  Market  System with a
ticker symbol of HZWV.

Beckley  operates one bank with two offices located in Beckley,  Raleigh County,
West Virginia.  Horizon presently operates six offices of Bank of Raleigh;  five
offices in Beckley,  Sophia, and Beaver,  Raleigh County,  West Virginia and one
office in Oak Hill, Fayette County, West Virginia. Beckley reported total assets
of $44.6  million,  total  deposits  of $33.0  million  and total loans of $20.4
million at March 31, 1997.



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