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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): February 19, 1997
First Savings Financial Corp.
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(Exact name of registrant as specified in its charter)
North Carolina 0-26730 56-1928110
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(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
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(Address of principal executive offices)
Registrant's telephone number, including area code: (910) 342-4251
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N/A
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(Former name or former address, if changed since last report)
EXHIBIT INDEX ON PAGE 3
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Item 5. Other Events
On February 18, 1997, First Savings Financial Corp. (the "Company")
received a proposal from First Citizens BancShares, Inc., Raleigh, North
Carolina ("First Citizens"), to acquire the Company by merger. The proposal was
made following communications by Trident Financial Corporation ("Trident"), the
Company's financial advisor, with First Citizens on behalf of the Company. First
Citizens' proposal provides for an exchange of $10.75 in cash for each of the
Company's outstanding shares. In addition, among other terms of the proposed
transaction relating to the Company's management and employees, the proposal
includes employment contracts for the Company's two executive officers,
retention of the Company's Board of Directors in an advisory capacity for five
years and the substitution of cash or an equivalent benefit for the stock awards
made under the First Savings Bank of Rockingham County, Inc., SSB Management
Recognition Plan. First Citizens' proposal is contingent upon satisfactory
completion of a review of the Company's assets, corporate records, financial
statements and other matters, the negotiation and execution of a definitive
agreement and receipt of shareholder approval and regulatory agencies approvals.
The Company also has received an amendment to the Schedule 13D previously
filed with the Securities and Exchange Commission (the "SEC") by First Citizens,
Lewis R. Holding and certain members of the Holding family (the "Holding Group")
with regard to the shares of the Company's common stock owned by them. Lewis
R. Holding is Chairman of the Board of Directors of First Citizens. The amended
filing states that First Citizens has submitted a proposal to acquire the
Company based upon information provided to it by Trident on behalf of the
Company and recites the terms described above. The amended Schedule 13D reports
that the Holding Group owns 68,200 shares of the Company's common stock (6.91%).
Although First Citizens' proposal is not a binding agreement, First
Citizens will immediately begin its review of the Corporation's records and
discussion on a definitive agreement will commence thereafter.
Also, on February 19, 1997, the Board of Directors of the Company
declared a regular dividend of $.25, for the quarter ending March 31, 1997, to
be paid on March 14, 1997 for each share of the Company's issued and outstanding
common stock of record on March 3, 1997.
A copy of the Company's press release announcing the proposal from First
Citizens and the information disclosed in the Schedule 13D filed by the Holding
Group with the SEC, and the declaration of the dividend for the quarter ending
March 31, 1997, is attached hereto as Exhibit (99)(a) and is incorporated by
reference herein.
Item 13. Financial Statements and Exhibits
(c) Exhibits
(99)(a) Press Release of the Company, distributed February 19, 1997.
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.
FIRST SAVINGS FINANCIAL CORP.
Date: February 19, 1997 By: /s/ David S. Kemp
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David S. Kemp, President
and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No. Description Sequential Page No.
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(99)(a) Press Release of the Company, 4
distributed February 19, 1997
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First Savings Financial Corp.
501 South Main Street . Post Office Box 1885 . Reidsville, North Carolina
27323-1885 . (910) 342-4251
FOR IMMEDIATE RELEASE FOR ADDITIONAL INFORMATION
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February 19, 1997 David S. Kemp
President and Chief Executive Officer
(910) 342-4251
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 received a proposal
from First Citizens BancShares, Inc., Raleigh, North Carolina ("First
Citizens"), to acquire the Corporation by merger. The proposal was made
following communications by Trident Financial Corporation ("Trident"), the
Corporation's financial advisor, with First Citizens on behalf of the
Corporation. First Citizens' proposal provides for an exchange of each share of
the Corporation's common stock for $10.75 in cash. In addition, among other
terms of the proposed transaction relating to the Corporation's management and
employees, the proposal includes employment contracts for the Corporation's two
executive officers, retention of the Corporation's Board of Directors in an
advisory capacity for five years and the substitution of cash or an equivalent
benefit for the stock awards made under the First Savings Bank of Rockingham
County, Inc., SSB Management Recognition Plan. 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 shareholder approval and
regulatory agencies approvals.
The Corporation has also received an amendment to the Schedule 13D
previously filed with the Securities and Exchange Commission by First Citizens
BancShares, Inc., Lewis R. Holding and certain members of the Holding family
(the "Holding Group") with regard to shares of the Corporation owned by them.
Lewis R. Holding is the Chairman of the Board of Directors of First Citizens.
The amended filing states that First Citizens has submitted a proposal to
acquire the Corporation based upon information provided to it by Trident
Financial Corporation on behalf of the Corporation. The amended Schedule 13D
reports that the Holding Group owns 68,200 shares of the Corporation's common
stock (6.91%).
Although First Citizens' proposal is not a binding agreement, First
Citizens will immediately begin its review of the Corporation's records and
discussion on a definitive agreement will commence thereafter.
Also, on February 19, 1997, the Board of Directors of the Corporation
declared a regular dividend of $.25, for the quarter ending March 31, 1997, to
be paid on March 14, 1997 for each share of the Corporation's issued and
outstanding common stock of record on March 3, 1997.
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.
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