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UNITED STATES 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 5, 1997
FRANKFORT FIRST BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-26360 61-1271129
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification Number)
216 West Main Street, Frankfort, Kentucky 40602
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(Address of principal executive offices) (Zip Code)
(502)223-1638
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
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On June 5, 1997, the Board of Directors of the Registrant announced that it
had approved a plan designed to improve the Registrant's profitability through a
series of actions that includes a special cash distribution of $4.00 per share,
termination of its employee stock ownership plan and management recognition
plan, and a one-for-two reverse stock split. To compensate plan participants
for termination of the plans and cancellation of all unvested awards under the
MRP, the Registrant will pay participants a one-time charge totaling $1.1
million in the aggregate. This expense will be recognized in the June 30, 1997
quarter.
The special distribution of $4.00 will be payable on June 24, 1997 to all
shareholders of record as of June 17, 1997. The Registrant estimates that
approximately 80% of the distribution will not be considered taxable but will be
applied against and will reduce the shareholders' adjusted basis in the
Registrant's common stock. The Registrant will announce to its shareholders the
precise percentage of the distribution to be non-taxable as soon as it arrives
at a final computation following the close of its fiscal year on June 30, 1997.
Further information regarding the elements of this plan are set forth in a
press release dated June 5, 1997, attached as Exhibit 99.1 and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS
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Exhibits
99.1 Press Release dated June 5, 1997
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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.
Frankfort First Bancorp, Inc.
DATE: June 5, 1997 By /s/ William C. Jennings
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William C. Jennings
Chairman, President, and Chief
Executive Officer
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EXHIBIT 99.1
Frankfort First Bancorp, Inc.
For Immediate Release June 5, 1997
Contact: William C. Jennings, President
(502) 223-1638
216 West Main Street
P.O. Box 535
Frankfort, KY 40602
FRANKFORT FIRST BANCORP, INC. ANNOUNCES RESTRUCTURING PLAN
Frankfort First Bancorp, Inc., the holding company for First Federal
Savings Bank of Frankfort, Kentucky, announced today that its Board of Directors
has approved a restructuring plan which redeploys excess capital while
maintaining or improving the Company's current level of profitability through a
series of actions that includes a special cash distribution of $4.00 per share,
termination of its employee stock ownership plan and management recognition
plan, and a one-for-two reverse stock split. William C. Jennings, President,
explained that the objective of the plan is to improve the Company's
profitability by decreasing compensation expense while simultaneously reducing
the amount of capital not presently required for expansion of operations. The
reduction in net interest income as a result of the special cash distribution
will be offset by the elimination of expenses for the employee stock ownership
plan and management recognition plan.
The special distribution of $4.00 per share will be payable on June 24,
1997 to all shareholders of record as of June 17, 1997. The Company currently
estimates that approximately 20%, or $.80, of the distribution will be
considered taxable with the remaining $3.20 to be applied against the
shareholders' adjusted basis in the Company's common stock. The Company
indicated that it will announce to its shareholders the precise percentage of
the distribution to be non-taxable as soon as it arrives at a final computation
following the close of its fiscal year on June 30, 1997.
The Company intends to immediately cancel all unvested awards outstanding
under its management recognition plan and to discontinue payments to its
employee stock ownership plan effective July 1, 1997. The Company will
compensate participants in these plans with a one-time after-tax charge of $1.1
million in the current quarter. However, the Company's book value will increase
by approximately 7% after payment of the special distribution and execution of
the remaining elements of the plan. The Company expects future cost savings of
approximately $500,000 per year after taxes, to be offset by the reduction in
net interest income that results from the payment of the special distribution.
Also, approximately 104,000 shares held by these benefit plans will revert to
the Company and be held as treasury shares.
The reverse stock split will be effective on July 15, 1997. Shareholders
entitled to receive fractional shares as a result of the reverse stock split
will instead receive cash.
The Company also declared its regular quarterly dividend of $0.09 to be
paid on July 15 to shareholders of record on June 30, 1997. While the future
payment of dividends cannot be assured due to a variety of factors including
economic conditions and the earnings of the Company, the Board of Directors
intends to amend its dividend policy in light of the reverse stock split so that
$0.18 will be paid per share beginning with the regularly scheduled dividend
payable on October 15, 1997.
Frankfort First Bancorp, Inc. shares are traded on the Nasdaq National
Market under the symbol FKKY. First Federal Savings Bank of Frankfort conducts
its business through its main office and two branch offices located in
Frankfort, Kentucky. Currently, 3,385,000 shares of the Company's stock are
issued.
