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, 1998
BEDFORD BANCSHARES, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Virginia 0-24330 54-1709924
- ---------------------------- -------------- ---------------
(State or other jurisdiction (SEC File No.) (IRS Employer
of incorporation) Identification
Number)
125 West Main Street, Bedford, Virginia 24523
- --------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 540-586-2590
------------
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last Report)
<PAGE>
INFORMATION TO BE INCLUDED IN REPORT
------------------------------------
Item 5. Other Events
------------
Bedford Bancshares, Inc., Bedford, Virginia, ("Registrant") the holding
company of Bedford Federal Savings Bank, announced that the Board authorized the
repurchase of up to 5% of its Common Stock. Such repurchases are subject to the
terms of the repurchase plan and will be made in open market or privately
negotiated transactions.
A copy of a press release issued May 22, 1998 by the Registrant is
attached hereto as Exhibit 99.1 and is incorporated herein by reference in its
entirety.
In addition, on May 20, 1998, the Registrant announced a stock dividend
in the form of a two for one stock split.
A copy of a press release issued May 20, 1998 by the Registrant is
attached hereto as Exhibit 99.2 and is incorporated herein by reference in its
entirety.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
-----------------------------------------
(c) Exhibits:
99.1 Press Release dated May 20, 1998.
99.2 Press Release dated May 22, 1998
<PAGE>
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.
BEDFORD BANCSHARES, INC.
Date: May 29, 1998 By: /s/ Harold K. Neal
-------------------------
Harold K. Neal
Chief Executive Officer
EXHIBIT 99.1
<PAGE>
BEDFORD BANCSHARES NEWS RELEASE
- -------------------------------
Contact: H. K. Neal, President and CEO
J.W. Smith, CFO
(540) 586-2590
Date: May 22, 1998
For Immediate Release
---------------------
BEDFORD BANCSHARES, INC. ANNOUNCES STOCK REPURCHASE
Bedford, Virginia, May 22, 1998: Bedford Bancshares, Inc.,
(NASDAQ-BFSB) the holding company of Bedford Federal Savings Bank, has announced
its intention to repurchase up to 57,477 presplit shares of its currently
outstanding common stock. Harold K. Neal, President and Chief Executive Officer,
said that Bedford Bancshares Board of Directors, at their meeting on May 20,
1998, authorized the repurchase of up to 5% of its 1,148,950 common shares
currently outstanding.
The repurchase will be made in open-market and privately negotiated
transactions subject to the availability of stock, market conditions, the
trading price of the stock and the Company's financial performance. Repurchased
shares become authorized but unissued shares and will be utilized for general
corporate and other purposes, including the issuance of shares in connection
with the exercise of stock options.
In a prior release, the Company announced a 2-for-1 stock split to be
paid in the form of a 100% stock dividend. The split will be paid on June 15th
to holders of record as of June 1st.
Bedford Federal Savings Bank is headquartered in Bedford, VA. and
operates through its main office and two branch offices.
EXHIBIT 99.2
<PAGE>
BEDFORD BANCSHARES NEWS RELEASE
- -------------------------------
Contact: H. K. Neal, President and CEO
J.W. Smith, CFO
(540) 586-2590
Date: May 20, 1998
For Immediate Release
---------------------
BEDFORD BANCSHARES, INC. ANNOUNCES 2-FOR-1 STOCK SPLIT
Bedford, Virginia, May 20, 1998: Bedford Bancshares, Inc.,
(NASDAQ-BFSB) the holding company of Bedford Federal Savings Bank, today
announced that its Board of Directors, at their meeting on May 20, 1998,
approved a 2-for-1 stock split in the form of a common stock dividend. The stock
split will be payable on June 15th to shareholders of record on June 1st.
In making the announcement, Harold K. Neal, President and Chief
Executive Officer, stated that "The stock split will increase the liquidity of
the Company's shares and broaden investor interest as it increases the number of
shares outstanding and correspondingly reduces the stock's market price. Local
community investors have been an important part of our shareholder mix and we
want them to continue to feel that our stock price is reflective of a community
bank."
Bedford Bancshares, Inc., currently with 1,148,950 shares outstanding,
had $153 million in consolidated assets at March 31, 1998. Through its
subsidiary company, Bedford Federal Savings Bank, it operates three full service
offices in Bedford and Bedford County, Virginia and has served the area for over
60 years.
