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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):
May 7, 1998
PIONEER FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Kentucky 0-28076 61-1273657
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
25 East Hickman Street, Winchester, Kentucky 40391
(Address of principal executive offices) (Zip Code)
(606) 744-3972
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
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On May 7, 1998, the Registrant executed a Share
Exchange Agreement, dated as of May 7, 1998 (the "Exchange
Agreement"), between the Registrant, Pioneer Federal Savings
Bank, a federally chartered savings bank and wholly-owned
subsidiary of the Registrant and Central Bancshares, Inc., a
Kentucky corporation ("Central"), pursuant to which, among other
things, (a) Central will acquire all of the outstanding shares of
the Registrant in a statutory share exchange, (b) each share of
common stock of the Registrant shall be automatically converted
into and exchanged for the right to receive a cash payment of
$98.50, without interest, for a total exchange consideration for
all shares of the Registrant's common stock of not more than
$20,510,950.
For further information concerning the share exchange,
the Exchange Agreement and related Plan of Share Exchange, see
Exhibits 2 and 99 hereto, which are incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information
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and Exhibits.
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(c) Exhibits.
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The following exhibits are filed as a part of this report:
Exhibit
Number Description of Exhibit
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2 -- Share Exchange Agreement, dated as of May 7, 1998,
by and among Pioneer Financial Corporation,
Pioneer Federal Savings Bank and Central
Bancshares, Inc. and the related Plan of Share
Exchange
99 -- Joint Press Release dated May 8, 1998, announcing
the share exchange between Pioneer Financial
Corporation and Central Bancshares, Inc.
Signatures
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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.
Dated: May ____, 1998
PIONEER FINANCIAL CORPORATION
By: /s/ Carl C. Norton
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Carl C. Norton, President
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
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2 -- Share Exchange Agreement, dated as of May 7, 1998,
by and among Pioneer Financial Corporation,
Pioneer Federal Savings Bank and Central
Bancshares, Inc. and the related Plan of Share
Exchange. The Registrant agrees to furnish
supplementally a copy of any omitted schedule to
the SEC upon request.
99 -- Joint Press Release dated May 8, 1998, announcing
the share exchange between Pioneer Financial
Corporation and Central Bancshares, Inc.