<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File No. 0-26242
FORT THOMAS FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 61-1278396
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification Number)
25 North Fort Thomas Avenue
Fort Thomas, Kentucky 41075
- --------------------------------------- -----------------------------------
(Address of principal executive officer) (Zip Code)
(606)441-3302
----------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the last practicable date. As of February 1,
2000, there were issued and outstanding 1,474,321 shares of the Registrant's
Common Stock, par value $.01 per share.
1 of 14
<PAGE> 2
FORT THOMAS FINANCIAL CORPORATION AND SUBSIDIARY
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION PAGE
- ------- --------------------- ----
Item 1. Consolidated Financial Statements
Consolidated Statements of Financial Condition
(As of December 31, 1999 (unaudited) and September 30, 1999) 3
Consolidated Statements of Income for the three months
ended December 31, 1999 (unaudited) and December 31, 1998
(unaudited) 4
Consolidated Statements of Cash Flow for the three months ended
December 31, 1999 (unaudited) and December 31, 1998 (unaudited) 5
Notes to the Unaudited Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
PART II. OTHER INFORMATION
- --------------------------
Item 1. Legal Proceedings 15
Item 2. Changes in Securities and Use of Proceeds 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
2 of 14
<PAGE> 3
FORT THOMAS FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
DECEMBER 31, SEPT. 30
1999 1999
---------------- ---------------
(IN THOUSANDS, EXEPT SHARE AMOUNTS)
<S> <C> <C>
ASSETS
Cash and Due from Banks $ 871 $ 723
Investment Securities - at Amortized Cost 5,500 5,500
Available for Sale - at Market 726 741
Loans Receivable, Net 88,345 88,709
Real Estate Owned 467 248
Office Properties and Equipment - at Depreciated Cost 579 602
Federal Home Loan Bank Stock (FHLB) - at Cost 950 934
Cash Surrender Value of Life Insurance 1,224 1,211
Accrued Interest Receivable 790 825
Prepaid and Other Assets 86 80
Deferred Federal Income Tax Asset 91 86
Prepaid Federal Income Tax Asset 49 190
---------------- ---------------
Total Assets $ 99,678 $ 99,849
================ ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $ 67,324 $ 70,870
Borrowed Funds 17,186 13,739
Advances from Borrowers for Taxes and Insurance 68 341
Deferred Compensation 609 597
Accrued Interest Payable 116 76
Other Liabilities 409 564
---------------- ---------------
TOTAL LIABILITIES 85,712 86,187
---------------- ---------------
Stockholders' Equity
Common Stock, $.01 Par value; 4,000,000 Shares Authorized;
1,573,775 Shares Issued and 1,474,321 Shares Outstanding 16 16
Additional Paid-In Capital 7,674 7,659
Shares Acquired by Employee Stock Ownership Plan (ESOP) (361) (387)
MRP Trust (397) (428)
Retained Earnings, Substantially Restricted 8,414 8,182
Treasury Stock (99,454 Shares at Cost) (1,380) (1,380)
---------------- ---------------
TOTAL STOCKHOLDERS' EQUITY 13,966 13,662
---------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 99,678 $ 99,849
================ ===============
</TABLE>
3 of 15
<PAGE> 4
FORT THOMAS FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
------------------------------------
1999 1998
------------- -------------
(DOLLARS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
<S> <C> <C>
INTEREST INCOME
Interest on Loans $ 1,873 $ 2,028
Interest on Investment Securities 84 53
Other Interest and Dividends 19 83
------------- -------------
Total Interest Income 1,976 2,164
------------- -------------
INTEREST EXPENSE
Deposits 849 1,028
Long-Term Borrowed Funds 204 166
------------- -------------
Total Interest Expense 1,053 1,194
------------- -------------
Net Interest Income 923 970
Provision for Loan Losses 12 12
------------- -------------
Net Interest Income After Provision for Loan
Losses 911 958
------------- -------------
OtHER INCOME
Fees and Charges 25 27
Other 36 33
------------- -------------
Total Other Income 61 60
------------- -------------
GENERAL AND ADMINISTRATIVE
Salaries and Employee Benefits 314 311
Franchise and Other Taxes 36 36
Federal Insurance Premium 6 11
Expenses of Premises and Fixed Assets 49 49
Data Processing and Related Contract Services 45 34
Legal, Audit, and Supervisory Exam 45 29
Other Operating Expense 109 93
------------- -------------
Total Other Expenses 604 563
------------- -------------
Income Before Income Tax 368 455
Federal Income Tax Expense 136 160
------------- -------------
NET INCOME $ 232 $ 295
============= =============
Comprehensive Income $ 232 $ 295
============= =============
EARNINGS PER SHARE
Basic EPS $ 0.16 $ 0.21
============= =============
Fully Diluted EPS $ 0.16 $ 0.20
============= =============
</TABLE>
4 of 15
<PAGE> 5
FORT THOMAS FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
-------------------------------------
1999 1998
-------------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
CasH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 232 $ 295
Reconciliation of Net Income with Cash Flows from
Operations:
Provision for Loan Losses 12 12
Depreciation 23 18
Deferred Income Taxes (5) (4)
Amortization (67) (62)
FHLB Stock Dividends (16) (15)
ESOP and Stock Compensation 45 42
Changes In:
Accrued Interest Receivable 35 9
Prepaid and Other Assets (6) 36
Cash Surrender Value of Life Insurance (13) (12)
Deferred Compensation 12 11
Accrued Interest Payable 40 6
Accrued Income Tax 141 139
Other Liabilities (152) (67)
-------------- -------------
Net Cash Provided by Operating Activities 281 408
-------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Investment Securities - (500)
Maturity of Investment Securities - 500
Loan Originations and Repayments, Net 154 3
Principal Received on Debt Security 15 6
REO Expenses (2) -
Proceeds from Sale of REO 45 35
Purchase of Office Properties and Equipment - (44)
-------------- -------------
Net Cash Provided by Investing Activities 212 -
-------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net (Decrease) Increase in Deposits (3,546) 1,779
Dividends Paid - (92)
ESOP Shares Released 26 26
Advance from Borrowers for Taxes and Insurance (272) (264)
Repayments of Borrowings (1,000) (4,057)
Proceeds of Borrowings 4,447 4,000
-------------- -------------
Net Cash (Used) Provided by Financing Activities (345) 1,392
-------------- -------------
CHANGES IN CASH AND CASH EQUIVALENTS 148 1,800
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 723 3,135
-------------- -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 871 $ 4,935
============== =============
</TABLE>
5 of 14
<PAGE> 6
FORT THOMAS FINANCIAL CORPORATION
AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
---------------------
Fort Thomas Financial Corporation (the "Corporation") was incorporated under
Ohio law in March 1995 by Fort Thomas Federal Savings and Loan Association (the
"Association") in connection with the conversion of the Association from a
federally chartered mutual savings and loan association to a federally chartered
stock savings bank, known as Fort Thomas Savings Bank, F.S.B. (the "Bank"), the
issuance of the Bank's stock by the Corporation and the offer and sale of the
Corporation's common stock by the corporation (the "Conversion"). Upon
consummation of the Conversion on June 27, 1995, the Corporation became the
unitary holding company for the Bank.
The accompanying unaudited consolidated financial statements of the Corporation
have been prepared in accordance with instructions to Form 10-Q. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. However, such
information reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
statement of results for the interim periods.
The results of operations for the three months ended December 31, 1999 are not
necessarily indicative of the results to be expected for the year ending
September 30, 2000. The unaudited consolidated financial statements and notes
thereto should be read in conjunction with the audited financial statements and
notes thereto for the year ended September 30, 1999 contained in the
Corporation's 1999 Annual Report.
NOTE 2 - EARNINGS PER SHARE
------------------
The average number of common shares used to calculate earnings per share were as
follows:
Three Months Ended December 31,
1999 1998
---- ----
Basic Weighted - 1,435,681 1,424,531
Average Shares
Diluted Weighted - 1,490,187 1,505,439
Average Shares
6 of 14
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
At December 31, 1999, the Corporation's total assets amounted to $99.7 million
as compared to $99.8 million at September 30, 1999. Stockholders' equity
amounted to $14.0 million or 14.1% of total assets at December 31, 1999 compared
to $13.7 million or 13.7% at September 30, 1999. The increase in stockholders'
equity was primarily due to continued profitable operations.
ASSET QUALITY
Loans are placed on nonaccrual status when, in the judgment of management, the
probability of collection of interest is deemed to be insufficient to warrant
further accrual. When a loan is placed on nonaccrual status, previously accrued
but unpaid interest is deducted from interest income. The Bank does not accrue
interest on real estate loans past due 90 days or more. Loans may be reinstated
to accrual status when payments are brought current and, in the opinion of
management, collection of the remaining balance can be reasonably expected.
The following is a breakdown of loan receivables as of the periods indicated:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1999 1999
---- ----
AMOUNT PERCENT AMOUNT PERCENT
REAL ESTATE LOANS (Dollars in Thousands)
<S> <C> <C> <C> <C>
One-to-Four Family Residential $75,599 81.31% $76,468 81.90%
Multi-Family and Non-Residential 9,311 10.01 9,569 10.25
Land and Construction:
Residential 7,111 7.65 6,215 6.66
Commercial - - - -
--------- ---------- ----------- ----------
Total Real Estate Loans 92,021 98.97 92,252 98.81
------ ------ ------ -------
CONSUMER LOANS
Savings Accounts 602 0.65 721 0.77
Other Consumer Loans 349 0.38 392 0.42
-------- -------- -------- --------
Total Consumer Loans 951 1.03 1,113 1.19
-------- -------- ------- --------
Total Loans 92,972 100.00% 93,365 100.00%
------ ====== ------ ======
LESS
Loans in Process 3,560 3,489
Deferred Loan Fees 523 553
Allowance for Loan Losses 544 614
-------- --------
Loan Receivables, Net $88,345 $88,709
====== ======
</TABLE>
7 of 14
<PAGE> 8
DELINQUENT LOANS
The following table sets forth information concerning delinquent loans in dollar
amounts and as a percentage of each category of the Bank's loan portfolio at
December 31, 1999. The amounts presented represent the total outstanding
principal balances of the related loans, rather than the actual payment amounts
that are past due.
<TABLE>
<CAPTION>
Percent of Corresponding
Loans Delinquent For Loan Categories
-------------------- ---------------
30-89 90 Days 30-89 90 Days
Days And Over Total Days And Over Total
---- -------- ----- ---- -------- -----
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
One-to-four family
Residential $2,602 $1,981 $4,583 3.44% 2.62% 6.06%
Multi-family and
nonresidential 78 343 421 0.84% 3.68% 4.52%
Construction and land 7 504 511 0.10% 7.09% 7.19%
Consumer - - - - - -
------ ------ ------
Total delinquent loans $2,687 $2,828 $5,515
===== ===== =====
</TABLE>
The following table sets forth the amounts and categories of the Bank's
non-performing assets at the dates indicated.
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1999 1998 1999
---- ---- ----
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Non-accruing loans:
One-to-four family residential (1) $1,981 $2,843 $1,420
Multi-family and non-residential
real estate 343 343 482
Construction and land 504 273 361
Consumer - 6 -
Accruing consumer loans greater
than 90 days delinquent: - - -
------- ------ ------
Total non-performing loans 2,828 3,465 2,263
Real estate acquired through
foreclosure 467 - 248
------ ------ ------
Total non-performing assets $3,295 $3,465 $2,511
===== ===== =====
Total non-performing assets as a
percentage of total loans 3.54% 3.60% 2.42%
==== ==== ====
Total non-performing assets as a
percentage of total assets 3.31% 3.29% 2.51%
===== ===== =====
</TABLE>
(1) Includes second mortgage loans.
The $2.8 million of nonaccruing loans at December 31, 1999 consisted of 48 loans
with an average balance of approximately $59,000. Interest that would have been
earned on these loans, if they had been accounted for on an accruing basis
during the quarter ended December 31, 1999, would have been approximately
$57,000. Substantially, all of the loans are extended to separate borrowers.
The decrease between December 31, 1999 and December 31, 1998 was primarily due
to reduction of number of loans in nonaccrual status. Presently, the Bank does
not believe that it will incur any material losses on such loans.
8 of 14
<PAGE> 9
CLASSIFIED ASSETS
Federal regulations require that each insured savings association classify its
assets on a regular basis. In addition, in connection with examinations of
insured institutions, federal examiners have authority to identify problem
assets and, if appropriate, classify them. There are three classifications for
problem assets: "substandard", "doubtful" and "loss". Substandard assets have
one or more defined weaknesses and are characterized by the distinct possibility
that the insured institution will sustain some loss if the deficiencies are not
corrected. Doubtful assets have the weaknesses of substandard assets with the
additional characteristic that the weaknesses make collection or liquidation in
full on the basis of currently existing facts, conditions and values
questionable, and there is a high possibility of loss. An asset classified loss
is considered uncollectable and of such little value that continuance as an
asset of the institution is not warranted. At December 31, 1999, the Bank had
$3.2 million of loans that were classified as substandard, no loans classified
as doubtful and no loans classified as loss. The difference between the $3.2
million of assets classified for regulatory purposes and the delinquent loans of
$2.8 million represents loans that were required to be classified for regulatory
purposes due to certain quantitative factors regarding collateral, delinquency
periods, and loan terms.
ALLOWANCE FOR LOAN LOSSES
It is management's policy to maintain an allowance for estimated losses based on
the perceived risk of loss in the loan portfolio. In assessing risk, management
considers historical loss experience, the volume and type of lending conducted
by the Bank, industry standards, past due loans, general economic conditions and
other factors related to the collectability of the loan portfolio. Provisions
for loan losses that are charged against income increase the allowance.
Although management uses the best information available to make determinations
with respect to the provisions of loan losses, additional provisions for loan
losses may be required to be established in the future should economic or other
conditions change substantially. In addition, the OTS and the FDIC, as an
integral part of their examination process, periodically review the Bank's
allowance for loan losses. Such agencies may require the Bank to recognize
additions to such allowance based on their judgments about information available
to them at the time of their examination.
The following table summarizes the activity in the allowance for loan losses and
other selected statistics for the periods presented.
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
DECEMBER 31, SEPTEMBER 30,
------------ -------------
1999 1998 1999
---- ---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Average Loans Receivable, Net $89,015 $92,732 $88,954
Allowance for Loan Losses
Balance at Beginning of Period $ 614 $ 704 $ 704
Net (Charge-Offs) (82) (17) (158)
Provision for Loan Losses 12 12 68
------- ------- -------
Balance at End of Period $ 544 $ 699 $ 614
======= ======= =======
Net Loans (Charged-Off) Recovered to Average Loans -0.09% -0.02% -0.18%
======= ======= =======
Allowance for Loan Losses to Total Loans 0.59% 0.73% 0.66%
======= ======= =======
Allowance for Loan Losses to Total Non-Performing
Loans 19.24% 20.17% 27.13%
======= ======= =======
Net Loans (Charged-Off) Recovered to Allowance for
Loan Losses -15.07% -2.43% -25.73%
======= ======== =======
</TABLE>
9 of 14
<PAGE> 10
The following table presents the allocation of the allowance for loan losses to
the total amount of loans in each category listed at the dates indicated.
<TABLE>
<CAPTION>
DECEMBER 31, 1999
-----------------
PERCENT OF LOANS
IN EACH CATEGORY
AMOUNT TO TOTAL LOANS
------ ----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
One-to-Four Family Residential $360 81.31%
Multi-Family Residential 78 10.01
Land and Construction 78 7.65
Consumer Loans 28 1.03
---- ------
Total $544 100.00%
==== ======
</TABLE>
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998
GENERAL. The Corporation reported net income of $232,000 during the
three months ended December 31, 1999 compared to $295,000 during the three
months ended December 31, 1998. The decrease in net income during the three
months ended December 31, 1999 compared to the same period in 1998 was due
primarily to a decrease in net interest income of $42,000 and increases in
non-interest expense of $41,000 which were partially offset by a decrease in
federal income tax expense of $24,000
INTEREST INCOME. Interest income decreased $188,000 or 8.7% to $2.0
million for the three months ended December 31, 1999 compared to the same period
in 1998. The decrease during the 1999 period was primarily due to a decrease in
the average yield on the Corporation's loan portfolio of 33 basis points due to
many loans being refinanced and also a decrease in average loans receivable, net
of $3.7 million.
INTEREST EXPENSE. Interest expense decreased $141,000 or 11.8% to
$1,053,000 for the three months ended December 31, 1999, compared to the same
period in 1998. Such decrease was primarily due to a decrease in the average
cost of funds on certificates of deposit of 34 basis points and a decrease in
average balance of the Corporation's time deposits of $9.0 million primarily as
a result of the maturity of certain higher rate of certificates of deposit. This
was partially offset by $4.2 million increase in the average balance of borrowed
funds.
NET INTEREST INCOME. Net interest income amounted to $923,000 for the
three months ended December 31, 1999, a decrease of $47,000 or 4.8% over the
comparable period in 1998. The interest rate spread amounted to 3.2% for the
three months ended December 31, 1999 compared to 3.3% for the same period in
1998. The ratio of average interest-earning assets to average interest-bearing
liabilities was 113.6% and 114.6% for the same respective periods.
PROVISION FOR LOSSES ON LOANS. The provision for losses on loans
amounted to $12,000 for both the three months ended December 31, 1999 and 1998.
Such provisions are based on management's estimate of net realizable value or
fair value of the collateral, and are adjusted accordingly.
OTHER INCOME. Other income amounted to $61,000 and $60,000 during the
three months December 31, 1999 and 1998.
NON-INTEREST EXPENSES. Non-interest expenses for the three months ended
December 31, 1999 increased $41,000 or 7.3% over the same period in 1998 to
$604,000. This increase was primarily due to an increase in data processing
expenses of $11,000, in legal, audit and supervisory exam expenses of $16,000
and salaries and employee benefits of $3,000. The increase in salaries and
employee benefits was due to normal merit increases.
Page 10 of 14
<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
The Bank's liquidity, represented by cash and cash equivalents, is a product of
its operating, investing and financing activities. The Bank's primary sources of
funds are deposits, borrowings, amortization, prepayments and maturities of
outstanding loans, sales of loans, maturities of investment securities and other
short-term investments and funds provided from operations. While scheduled loan
amortization and maturing investment securities and short-term investments are
relatively predictable sources of funds, deposit flows and loan prepayments are
greatly influenced by general interest rates, economic conditions and
competition. The Bank manages the pricing of its deposits to maintain a steady
deposit balance. In addition, the Bank invests excess funds in overnight
deposits and other short-term interest-earning assets that provide liquidity to
meet lending requirements. The Bank has generally been able to generate enough
cash through the retail deposit market, its traditional funding source, to
offset the cash utilized in investing activities. As an additional source of
funds, the Bank may borrow from the FHLB of Cincinnati and has access to the
Federal Reserve discount window. At December 31, 1999, the Bank had $17.1
million of outstanding advances from the FHLB of Cincinnati. The interest rates
on these advances range from 4.75% to 5.67%. Maturities on these advances ranges
through October 2, 2008.
As of December 31, 1999, the Bank's regulatory capital was well in excess of all
applicable regulatory requirements. At December 31, 1999, the Bank's tangible,
core and risk-based capital ratios amounted to 13.1%, 13.1% and 20.7%,
respectively, compared to regulatory requirements 1.5%, 3.0% and 8.0%,
respectively.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains certain forward-looking statements and information
relating to the Corporation that is based on the beliefs of management as well
as assumptions made by and information currently available to management. In
addition, in those and other portions of this document, the words "anticipate",
"believe", "estimate", "except", "intend", "should" and similar expressions, or
the negative thereof, as they relate to the Corporation or the Corporation's
management, are intended to identify forward-looking statements. Such statements
reflect the current views of the Corporation with respect to future looking
events and are subject to certain risks, uncertainties and assumptions. Should
one or more of these risks or uncertainties materialize or should underlying
assumptions prove incorrect, actual results may vary materially from those
described herein as anticipated, believed, estimated, expected or intended. The
Corporation does not intend to update these forward-looking statements.
Page 11 of 14
<PAGE> 12
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
For a discussion of the Corporation's asset and liability management
policies as well as the potential impact of interest rate changes upon the
market value of the Bank's portfolio equity, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Corporation's
1999 Annual Report to the Stockholders. There has been no material change in the
Corporation's asset and liability position or the market value of the Bank's
portfolio equity since September 30, 1999.
Page 12 of 14
<PAGE> 13
FORT THOMAS FINANCIAL CORPORATION AND SUBSIDIARY
PART II
ITEM 1. LEGAL PROCEEDINGS
Neither the Corporation nor the Bank is involved in any pending legal
proceedings other than non-material legal proceedings occurring in the
ordinary course of business.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
On December 21, 1999, Fort Thomas Financial Corporation ("Fort
Thomas"), an Ohio corporation and a registered savings and loan holding company
and The Bank of Kentucky Financial Corporation ("BKFC"), a Kentucky corporation
and registered bank holding company entered into an Agreement and Plan of
Reorganization (the "Agreement") which sets forth the terms and conditions under
which Fort Thomas will merge with and into BKFC (the "Merger").
The Agreement provides that upon consummation of the Merger, and
subject to certain further terms, conditions, limitations and procedures set
forth in the Agreement, each issued and outstanding share of common stock, par
value $.01, of Fort Thomas ("Fort Thomas Common Stock") shall, by virtue of the
Merger, be converted into and represent the right to receive 0.5645 shares of
common stock, no par value, of BKFC. The Agreement contains customary
anti-dilution measures and provides for the merger of Fort Thomas' wholly-owned
subsidiary, Fort Thomas Savings Bank into The Bank of Kentucky, a wholly-owned
subsidiary of BKFC.
The Merger is intended to qualify as a reorganization within the
meaning of Section 368 (a)(1)(A) and related provisions of the Internal Revenue
Code of 1986, as amended (the "Code"). The Merger, which is expected to close in
the second quarter of 2000, is expected to be treated as a tax free exchange to
holders of Fort Thomas Common Stock. Consummation of the Merger is subject to
the prior receipt of all necessary regulatory or governmental approvals and
consents, and the necessary approval of shareholders of Fort Thomas.
The Agreement and the press release issued by Fort Thomas and BKFC on
December 21, 1999 regarding the Merger have been filed with the SEC as part of
the 8-K filed on December 21, 1999, and are incorporated herein by reference.
The foregoing summary of the Agreement does not purport to be complete and is
qualified in their entirety by reference to such Agreement.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
Page 13 of 14
<PAGE> 14
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.
FORT THOMAS FINANCIAL CORPORATION
Date: February 11, 2000 By: /s/ Larry N. Hatfield
----------------------------------
Larry N. Hatfield
President and Chief Executive Officer
Date: February 11, 2000 By: /s/ J. Michael Lonnemann
----------------------------------
J. Michael Lonnemann
Vice President, Secretary and Principal
Financial Officer
Page 14 of 14
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 736
<INT-BEARING-DEPOSITS> 135
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 5,500
<INVESTMENTS-MARKET> 726
<LOANS> 88,889
<ALLOWANCE> 544
<TOTAL-ASSETS> 99,678
<DEPOSITS> 67,324
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,202
<LONG-TERM> 17,186
0
0
<COMMON> 16
<OTHER-SE> 13,950
<TOTAL-LIABILITIES-AND-EQUITY> 99,678
<INTEREST-LOAN> 1,873
<INTEREST-INVEST> 84
<INTEREST-OTHER> 19
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</TABLE>
