0001144204-12-038920.txt : 20120711 0001144204-12-038920.hdr.sgml : 20120711 20120711102312 ACCESSION NUMBER: 0001144204-12-038920 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120706 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120711 DATE AS OF CHANGE: 20120711 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST FINANCIAL SERVICE CORP CENTRAL INDEX KEY: 0000854395 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 611168311 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18832 FILM NUMBER: 12957104 BUSINESS ADDRESS: STREET 1: 2323 RING ROAD CITY: ELIZABETHTOWN STATE: KY ZIP: 42701 BUSINESS PHONE: 2707652131 MAIL ADDRESS: STREET 1: 2323 RING ROAD CITY: ELIZABETHTOWN STATE: KY ZIP: 42701 FORMER COMPANY: FORMER CONFORMED NAME: FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY DATE OF NAME CHANGE: 19920703 8-K 1 v318223_8k.htm FORM 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

July 6, 2012

(Date of earliest event reported)

 

 

First Financial Service Corporation

(Exact name of registrant as specified in its charter)

 

Securities and Exchange Commission File Number: 0-18832

 

 

KENTUCKY 61-1168311
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)  

 

2323 Ring Road, Elizabethtown, Kentucky, 42701

(Address of principal executive offices) (Zip Code)

 

 

Registrant’s telephone, including area code: (270) 765-2131

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

1
 

 

Item 2.01 Completion of Acquisition or Disposition of Assets

 

On July 6, 2012, First Federal Savings Bank of Elizabethtown, Inc. (“First Federal”), the banking subsidiary of First Financial Service Corporation (the “Company”), completed its previously announced divesture of its four branch retail bank franchise in Indiana to First Savings Bank, F.S.B. (“First Savings”). The sale of the four retail banking offices, which are located in Corydon, Elizabeth, Lanesville and Georgetown, Indiana, became

effective after the close of business on July 6, 2012.

 

First Federal received a 3.65% percent premium on the $102.7 million of consumer and commercial deposits at closing. First Savings assumed a total of approximately $115.7 million in non-brokered deposits, which included $13.0 million of government, corporate, other financial institution and municipal deposits for zero premium or discount. First Federal sold approximately $30.4 million in performing loans at a discount of 0.80%. The consummated transaction is expected to result in a one-time gain of approximately $3.5 million.

 

Item 8.01 Other Events

 

On July 9, 2012, the Company issued a press release announcing the execution of the Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

  (a) Financial Statements of Businesses Acquired:  Not applicable
         
  (b) Pro Forma Financial Information:  Not applicable
         
  (c) Shell Company Transactions:  Not applicable
         
  (d) Exhibits    
         
    Number   Description
         
    10.1   Agreement to Purchase Assets and Assume Liabilities dated as of February 8, 2012, is incorporated by reference to Exhibit 10.1 to the Company’s current Report on Form 8-K filed February 14, 2012.
         
    99.1   Press Release dated July 9, 2012.

 

2
 

 

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 FINANCIAL SERVICE CORPORATION
   
Date: July 11, 2012 By:  /s/ Gregory S. Schreacke
   

Gregory S. Schreacke

President

 

3

EX-99.1 2 v318223_ex99-1.htm EXHIBIT 99.1

 

FOR IMMEDIATE RELEASE

July 9, 2012 For More Information Contact:
  Gregory S. Schreacke
  President
  First Financial Service Corporation
  (270) 765-2131

 

First Financial Service Corporation

Completes Divesture of Indiana Franchise

 

 

Elizabethtown, Kentucky, July 9, 2012 – First Financial Service Corporation (NASDAQ: FFKY), parent of First Federal Savings Bank of Elizabethtown (“First Federal”), today announced that its previously announced divesture of its four branch retail bank franchise in Indiana to First Savings Bank, F.S.B. (“First Savings”), was effective after the close of business on July 6, 2012.

 

First Federal received a 3.65% percent premium on the $102.7 million of consumer and commercial deposits at closing. First Savings assumed a total of approximately $115.7 million in non-brokered deposits, which included $13.0 million of government, corporate, other financial institution and municipal deposits for zero premium or discount. First Federal sold approximately $30.4 million in performing loans at a discount of 0.80%. The consummated transaction is expected to result in a one-time gain of approximately $3.5 million.

 

“This transaction represents another strategic step in our continued efforts to address our Company's capital needs while remaining mindful of the potential effects of dilution on our current shareholders,” said Gregory S. Schreacke, President of First Financial Service Corporation. “We will continue to explore all strategic alternatives that will strengthen First Federal Savings Bank position in meeting the conditions of the regulatory consent order in the most beneficial manner to our current shareholder base." Under the terms of the consent order, First Federal must reach a Tier I capital ratio of 9.00% and a total risk-based capital ratio of 12.00%. The divestiture of the Southern Indiana franchise, combined with the impending sale of four Louisville branches previously announced in May, is projected to increase First Federal’s Tier I capital ratio from 5.90% to over 8.65% and its total risk-based capital ratio from 10.70% to over 12.00% based on May 31, 2012 financial information.

 

In addition to enhancing First Federal’s capital position, these divestitures will enable the Company to focus on its historically profitable core markets. First Federal will continue to operate 13 full-service banking centers in five contiguous counties in central Kentucky along the Interstate 65 corridor. First Federal has significant deposit market share in each of these individual counties and a combined deposit market share for this five county region of 22% of the deposits as of June 30, 2011. In comparison, the next largest competitor has just 8% market share.

 

First Financial Service Corporation is the parent bank holding company of First Federal Savings Bank of Elizabethtown, which was chartered in 1923. The Bank serves the needs and caters to the economic strengths of the local communities in which it operates and strives to provide a high level of personal and professional customer service. The Bank offers a variety of financial services to its retail and commercial banking customers. These services include personal and corporate banking services, and personal investment financial counseling services. Today, the Bank serves six contiguous counties encompassing central Kentucky and the Louisville metropolitan area, through its 17 full-service banking centers and a commercial private banking center.

 

This press release contains forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements and are based on the information available to, and assumptions and estimates made by, management as of the date made. These forward-looking statements cover, among other things, anticipated future revenue and expenses and the future plans and prospects of First Federal Savings Bank. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated. Adverse conditions in the commercial real estate markets, as well as a delay or failure of recovery in the residential real estate markets, could cause additional credit losses and deterioration in asset values. First Financial Service Corporation’s results also be adversely affected by declines in business and economic conditions both generally and in the markets we serve; changes in interest rates; events affecting the credit quality of its loan portfolios or in the value of the collateral securing those loans; events affecting the value of securities held in its investment securities portfolio; legal and regulatory developments; increased competition from both banks and non-banks; changes in customer behavior and preferences; effects of critical accounting policies and judgments; and management’s ability to effectively manage credit risk, residual value risk, market risk, operational risk, interest rate risk, and liquidity risk.

 

 
 

 

For discussion of these and other risks that may cause actual results to differ from expectations, refer to First Financial Service Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011 with the Securities and Exchange Commission, including the section entitled “Risk Factors,” and all subsequent filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and First Financial Service Corporation undertakes no obligation to update them in light of new information or future events.

 

First Financial Service Corporation’s stock is traded on the Nasdaq Global Market under the symbol “FFKY.” Market makers for the stock are:

 

Keefe, Bruyette & Woods, Inc. FTN Midwest Securities
   
J.J.B. Hilliard, W.L. Lyons Company, Inc. Howe Barnes Investments, Inc.
   
Stifel Nicolaus & Company Knight Securities, LP
   
FIG Partners