<PAGE>
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): FEBRUARY 27, 1997
FIRST SAVINGS FINANCIAL CORP.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 0-26730 56-1928110
- ---------------------------- ------------ ------------------
(State or other jurisdiction (Commission IRS Employer
of incorporation) File Number) Identification No.
501 SOUTH MAIN STREET
POST OFFICE BOX 1885
REIDSVILLE, NORTH CAROLINA 27323-1885
----------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (910) 342-4251
--------------
N/A
-------------------------------------------------------------
(Former name or former address, if changed since last report)
EXHIBIT INDEX ON PAGE 3
PAGE 1 OF 4
<PAGE>
ITEM 5. OTHER EVENTS
The Board of Directors of First Savings Financial Corp., Reidsville,
North Carolina (the "Corporation"), a holding company whose only subsidiary is
First Savings Bank of Rockingham County, Inc., SSB, announced February 27, 1997
that it has notified First Citizens BancShares, Inc., Raleigh, North Carolina
("First Citizens"), that First Citizens' proposal presented to the Corporation
on February 19, is agreeable to the Corporation's Board. The Corporation will
work with First Citizens to prepare an agreement based on First Citizens'
proposal. When a definitive agreement is reached, a public announcement will be
made and a special shareholders meeting will be scheduled to consider First
Citizens' proposal.
The Corporation announced on February 19, 1997, that it had received a
proposal from First Citizens to acquire the Corporation. First Citizens'
proposal provides for the exchange of each share of the Corporation's common
stock for $10.75 in cash. Other general terms were announced earlier as set out
in the Corporation's Form 8-K filed with the Securities and Exchange Commission
on February 19, 1997 and in First Citizens' amendment to Schedule 13D filed on
February 19, 1997 with regard to shares of the Corporation owned by First
Citizens, Lewis R. Holding and certain members of the Holding family.
A copy of the Company's press release announcing the Board's action
regarding the First Citizens' proposal is attached hereto as Exhibit (99)(a) and
is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(99)(a) Press Release of the Company, distributed February 27, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned duly authorized.
FIRST SAVINGS FINANCIAL CORP.
Date: February 28, 1997 By: /s/ David S. Kemp
---------------------------------
David S. Kemp
and Chief Executive Officer
PAGE 2
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description Sequential Page No.
- ----------- ----------- -------------------
(99)(a) Press Release of the Company, 4
distributed February 27, 1997
PAGE 3
<PAGE>
EXHIBIT 99.a
[LOGO OF FIRST 501 South Main Street
SAVINGS BANK SSB] Post Office Box 1885
Reidsville, North Carolina 27323-1885
FOR IMMEDIATE RELEASE FOR ADDITIONAL INFORMATION
- --------------------- --------------------------
February 27, 1997 David S. Kemp
President and Chief Executive Officer
(910) 342-4251
The Board of Directors of First Savings Financial Corp., Reidsville, North
Carolina (the "Corporation"), a holding company whose only subsidiary is First
Savings Bank of Rockingham County, Inc., SSB, announced today that it has
notified First Citizens BancShares, Inc., Raleigh, North Carolina ("First
Citizens"), that First Citizens' proposal presented to the Corporation on
February 19, is agreeable to the Corporation's Board. The Corporation will work
with First Citizens to prepare an agreement based on First Citizens' proposal.
When a definitive agreement is reached, a public announcement will be made and a
special shareholders meeting will be scheduled to consider First Citizens'
proposal. First Citizens' proposal is contingent upon satisfactory completion of
a review of the Corporation's assets, Corporate records, financial statements,
and other matters, the negotiation and execution of a definitive agreement and
receipt of share holder approval and regulatory agencies approvals.
The Corporation announced on February 19, 1997, that it had received a
proposal from First Citizens to acquire the Corporation. First Citizens'
proposal provides for the exchange of each share of the Corporation's common
stock for $10.75 in cash. Other general terms were announced earlier as set out
in the Corporation's Form 8-K filed with the Securities and Exchange Commission
on February 19, 1997 and in First Citizens' amendment to Schedule 13D filed on
February 19, 1997 with regard to shares of the Corporation owned by First
Citizens, Lewis R. Holding and certain members of the Holding family.
At December 31, 1996, the Corporation had total consolidated assets of
approximately $53,227,000, total deposits of approximately $43,067,000 and total
shareholders' equity of $9,014,000 or 18.09% of assets. Through its subsidiary,
First Savings Bank, the Corporation operates one office in Reidsville, North
Carolina.
PAGE 4
