SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): September 18, 1997
NORTH CENTRAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
IOWA 0-27672 42-1449849
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
825 CENTRAL AVENUE
FORT DODGE, IOWA 50501
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(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 THROUGH 4, 6, 8 & 9. NOT APPLICABLE
ITEM 5. OTHER EVENTS.
On September 18, 1997, North Central Bancshares, Inc., an Iowa
corporation ("North Central"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") by and among North Central, First Federal Savings Bank of
Fort Dodge ("First Federal"), a federally chartered savings bank and a
wholly-owned subsidiary of North Central, and Valley Financial Corp. ("Valley"),
an Iowa corporation, which is the holding company for Valley Savings Bank, FSB
("Valley Savings Bank"). The Merger Agreement provides, among other things, that
a special purpose acquisition subsidiary, to be formed by First Federal, will
merge with Valley and subsequently, Valley Savings Bank will merge with and into
First Federal, with First Federal being the surviving corporation and the three
branches of Valley Savings Bank continuing to operate as Valley Savings Bank, a
division of First Federal (collectively these transactions are herein referred
to as the "Merger"). Under the terms of the Merger Agreement, upon consummation
of the Merger, each share of Valley's 28,050 outstanding shares of Common Stock
will be converted into $525.00 per share. North Central announced the merger in
a press release dated September 18, 1997, a copy of which is attached hereto as
Exhibit 99.1.
The transaction has the unanimous approval of the boards of directors
of North Central and Valley. The acquisition is subject to approval by the
shareholders of Valley, approval of the appropriate regulatory authorities and
the satisfaction of certain other customary conditions. Each member of Valley's
Board of Directors, representing in excess of 25% of the voting power of Valley,
has individually agreed to vote such person's shares in favor of the
transaction. The form of the agreements entered into by Valley's directors is
attached hereto as Exhibit 99.2.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS. THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REPORT:
EXHIBIT NO. DESCRIPTION
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2.1 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.
99.1 Press Release issued on September 18, 1997.
99.2 Form of agreement between North Central
Bancshares, Inc. and the directors of Valley
Financial Corp., dated September 18, 1997.
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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
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David M. Bradley
Chairman of the Board,
President and Chief Executive Officer
Dated: September 24, 1997
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 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.
99.1 Press Release issued on September 18, 1997.
99.2 Form of agreement between North Central
Bancshares, Inc. and the directors of Valley
Financial Corp. dated September 18, 1997.