-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lz1ABjf3SJqmHFCoYbTGJR5OnJAhvNqkX5GEe1mStmkW+s+qlYDK98OUM2L7e7xB XzVOZqt/8j0a5gTb9OD0Kw== 0000882377-98-000062.txt : 19980209 0000882377-98-000062.hdr.sgml : 19980209 ACCESSION NUMBER: 0000882377-98-000062 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980130 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980206 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH CENTRAL BANCSHARES INC CENTRAL INDEX KEY: 0001005188 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 421449849 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27672 FILM NUMBER: 98524443 BUSINESS ADDRESS: STREET 1: 825 CENTRAL AVE STREET 2: C/O FIRST FED SAVINGS BANK OF FT DODGE CITY: FORT DODGE STATE: I0 ZIP: 50501 BUSINESS PHONE: 5155767531 MAIL ADDRESS: STREET 1: 825 CENTRAL AVENUE CITY: FORT DODGE STATE: IA ZIP: 50501 8-K 1 NORTH CENTRAL BANCSHARES, INC. 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): JANUARY 30, 1998 NORTH CENTRAL BANCSHARES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Iowa 0-27672 42-1449849 - -------------------------------- ------------------------ ------------------- (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER INCORPORATION) IDENTIFICATION NO.) 825 Central Avenue Fort Dodge, Iowa 50501 - -------------------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE) (515) 576-7531 - -------------------------------------------------------------------------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) None - -------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ITEMS 1, 3,-6, 8 AND 9. Not Applicable. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. As of the close of business on January 30, 1998 (the "Effective Time"), North Central Bancshares, Inc., an Iowa corporation ("North Central"), and its wholly owned subsidiary, First Federal Savings Bank of Fort Dodge, a federally chartered stock savings bank ("First Federal"), completed the acquisition (the "Acquisition") of Valley Financial Corp., an Iowa corporation ("Valley Financial") pursuant to the Agreement and Plan of Merger, dated as of September 18, 1997, by and among North Central, First Federal and Valley Financial (the "Merger Agreement"). The Acquisition resulted in the merger of Valley Financial's wholly owned subsidiary, Valley Savings Bank, FSB ("Valley Savings") with and into First Federal, with First Federal as the resulting financial institution (the "Bank Merger"). Valley Savings, headquartered in Burlington, Iowa was a federally-chartered stock savings bank with three branch offices located in southeastern Iowa. The former offices of Valley Savings are being operated as a division of First Federal. The Board of Directors of North Central, as the surviving entity of the Bank Merger, now consists of all of the respective directors of North Central immediately prior to the Bank Merger. In connection with the Acquisition, each share of Valley Financial's common stock, par value $1.00 per share, issued and outstanding at the Effective Time (other than shares held as treasury stock of Valley Financial) was cancelled and converted automatically into the right to receive $525.00 per share in cash pursuant to the terms and conditions of the Merger Agreement. As a result of the Acquisition, shareholders of Valley Financial were paid approximately $14,726,250.00 in cash. The source of funds for the Acquisition consisted of North Central's accumulation of its cash flow from the maturity of short-term liquid investments, principal and interest on loans, sale of other investment securities, other cash receipts, net of operating expenses and other projected disbursements. The Acquisition was consummated after satisfaction of certain conditions, including, but not limited to, (i) approval of the Merger Agreement by the shareholders of Valley Financial at a special meeting of Valley Financial's shareholders held on November 13, 1997 and (ii) the receipt of all requisite regulatory approvals. Pursuant to the Merger Agreement, North Central and First Federal assumed the obligations of Valley Financial and Valley Savings with respect to the consulting agreement by and between Valley Financial, Valley Savings and Larry L. Wenzl, the former Chairman of Valley Financial and the employment agreement by and between Valley Financial, Valley Savings and Doyle V. Ruble, Jr., the former President of Valley Savings. Mr. Ruble will continue as President of the Valley Savings Bank division of First Federal. ITEM 7. FINANCIAL STATEMENT AND EXHIBITS. (a) As of the date of this filing, it is impracticable to provide financial statements for Valley Financial and Valley Savings as the businesses acquired. The required financial statements will be filed as soon as possible and in no event later than April 15, 1998. (b) As of the date of this filing, it is impracticable to provide pro forma financial information required pursuant to Article 11 of Regulation S-X. The required pro forma financial information will be filed as soon as possible and in no event later than April 15, 1998. (c) The following exhibits are filed with this Report: Exhibit No. Description ----------- ----------- 2.1 The Agreement and Plan of Merger, dated as of September 18, 1997 by and among North Central Bancshares, Inc., First Federal Savings Bank of Fort Dodge and Valley Financial Corp.(1) 99.1 Press Release dated January 30, 1998. - ---------- (1) Incorporated by reference to the Form 8-K of North Central Bancshares, Inc. filed with the Securities and Exchange Commission on September 24, 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. NORTH CENTRAL BANCSHARES, INC. By:/s/ David M. Bradley ---------------------------- David M. Bradley Chairman of the Board, President and Chief Executive Officer Dated: February 6, 1998 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 2.1 The Agreement and Plan of Merger, dated as of September 18, 1997, by and among North Central Bancshares, Inc., First Federal Savings Bank of Fort Dodge and Valley Financial Corp.(1) 99.1 Press Release dated January 30, 1998. - ---------- (1) Incorporated by reference to the Form 8-K of North Central Bancshares, Inc. filed with the Securities and Exchange Commission on September 24, 1997. EX-99.1 2 PRESS RELEASE DRAFT NEWS RELEASE January 30, 1998 NORTH CENTRAL BANCSHARES, INC. FOR IMMEDIATE RELEASE Contact: David M. Bradley, Chairman, President and Chief Executive Officer (515) 576-7531 NORTH CENTRAL BANCSHARES, INC. COMPLETES ACQUISITION OF VALLEY FINANCIAL CORP. Fort Dodge, Iowa, January 30, 1998 . . . North Central Bancshares, Inc. (NASDAQ/NMS:FFFD) has announced today the successful completion of the acquisition of Valley Financial Corp. and the merger of Valley Savings Bank, FSB, Burlington, Iowa Valley Financial's wholly owned subsidiary, with and into First Federal Savings Bank of Fort Dodge, the wholly owned subsidiary of North Central, both of which will be effective as of the close of business today. The shareholders of Valley Financial received $525.00 in cash for each share of Valley Financial common stock held. The total consideration amounted to $14,726,250.00. The branch offices of Valley Savings Bank will continue to operate as Valley Savings Bank, a division of First Federal. The addition of Valley Savings Bank's three banking offices will increase the number of First Federal's banking offices to a total of seven in southeastern and north central Iowa. Mr. David M. Bradley, Chairman of the Board, President and Chief Executive Officer of both North Central and First Federal, commented, "In addition to representing our first acquisition to enhance our franchise, the acquisition of Valley Financial effectively deploys some of the capital raised in our second step conversion completed in 1996. We are confident that the transaction will enhance shareholder value and provide long-term benefits for our customers and the communities that First Federal and Valley Savings Bank serve." As a result of the acquisition, North Central will have in excess of $300 million in assets and $240 million in deposits. North Central Bancshares, Inc., through its wholly-owned subsidiary, First Federal Savings Bank of Fort Dodge, headquartered in Fort Dodge, Iowa now serves north central Iowa at four full service locations in Fort Dodge, Nevada and Ames, Iowa and southeastern Iowa at three full service locations in Burlington and Mount Pleasant, Iowa, which will operate as Valley Savings Bank branches. First Federal's deposits are insured by the Federal Deposit Insurance Corporation. The Company's stock is traded on The Nasdaq National Market under the symbol "FFFD." -----END PRIVACY-ENHANCED MESSAGE-----