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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the OTS1 Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Preliminary Additional Materials
[X] Soliciting Material Under Rule 14a-12
Frankfort First Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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The Agreement of Merger by and between First Federal Savings and Loan
Association and Frankfort First Bancorp, Inc. relating to the merger transaction
will be filed with the Securities and Exchange Commission by Frankfort First
Bancorp, Inc. as an exhibit to a Form 8-K and is incorporated by reference
herein. The following is a press release issued by First Federal Savings and
Loan Association and Frankfort First Bancorp, Inc. on July 16, 2004.
FOR INFORMATION CONTACT:
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF HAZARD
TONY WHITAKER
(606) 436-3860
FRANKFORT FIRST BANCORP, INC.
DON JENNINGS
(502) 223-1638
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF HAZARD AND
FRANKFORT FIRST BANCORP, INC. ENTER INTO
AGREEMENT OF MERGER
REORGANIZATION INTO MUTUAL HOLDING COMPANY
TO ENABLE ACQUISITION
Hazard, Kentucky, July 16, 2004 - First Federal Savings and Loan Association of
Hazard, Kentucky and Frankfort First Bancorp, Inc., Frankfort, Kentucky
(NASDAQ:FKKY) today announced that they have executed a definitive agreement
pursuant to which First Federal Savings and Loan Association of Hazard will
reorganize into a mutual holding company in order to acquire Frankfort First
Bancorp for $23.50 per share of outstanding Frankfort First Bancorp common
stock.
The mutual holding company will be known as First Federal MHC ("MHC"). The MHC
will form and own approximately 55% of a new subsidiary mid-tier stock holding
company to be known as Kentucky First Federal Bancorp, Inc. Of the 45% of
Kentucky First Federal Bancorp, Inc.'s common stock to be issued to the public,
approximately 55% will be offered for sale to First Federal of Hazard's
depositors and approximately 45% will be issued to Frankfort First Bancorp
stockholders, together with cash, to pay the merger consideration. After the
merger is completed, the parties intend to apply to list the shares of Kentucky
First Federal Bancorp, Inc. on the Nasdaq Stock Market.
First Federal Savings and Loan Association of Hazard and Frankfort First
Bancorp's wholly owned subsidiary, First Federal Savings Bank of Frankfort, will
remain separate banks following the merger and the reorganization but will each
be a wholly owned subsidiary of Kentucky First Federal Bancorp, Inc. Customer
deposits and loans will not be affected and First Federal Savings and Loan
Association of Hazard and First Federal Savings Bank of Frankfort are evaluating
the extent to which the affiliated banks may expand their portfolio of products
and services by adopting products and services currently offered by the other
and to develop further inter-company strategies that utilize the strengths of
each institution. On a consolidated basis, Kentucky First Federal Bancorp, Inc.
will have four banking offices, and approximately $270.0 million in assets and
approximately $173.0 million in deposits. Based on deposits using March
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31, 2004 information, the combined entity will represent the second largest
thrift holding company in the state of Kentucky.
The acquisition is valued at approximately $31.2 million. Under the terms of the
merger agreement, a maximum of 45% of Kentucky First Federal Bancorp, Inc.'s
publicly owned shares of common stock may be issued to Frankfort First Bancorp's
stockholders. However, First Federal Savings and Loan Association of Hazard may
increase this amount to up to 49% of Kentucky First Federal Bancorp, Inc.'s
publicly owned shares of common stock under certain circumstances. The remainder
of the merger consideration will be paid in cash. Frankfort First Bancorp's
stockholders will be allowed to select cash or stock, subject to the allocation
provisions of the merger agreement.
The management teams of both subsidiary banks will remain the same after the
transaction and no staff reductions at either bank are anticipated. The Kentucky
First Federal Bancorp, Inc. board of directors will include four of the current
members of First Federal Savings and Loan Association of Hazard's board of
directors, two current members of Frankfort First Bancorp's board of directors
and Frankfort First Bancorp's current President. Tony Whitaker, President of
First Federal Savings and Loan Association of Hazard will be Chairman of the
Board and Chief Executive Officer of Kentucky First Federal Bancorp, Inc. Don
Jennings, President of Frankfort First Bancorp, will serve as President and
Chief Operating Officer of Kentucky First Federal Bancorp, Inc. R. Clay Hulette,
C.P.A., Chief Financial Officer of Frankfort First Bancorp, will serve as the
Chief Financial Officer of Kentucky First Federal Bancorp, Inc. Roy Pulliam,
Secretary of First Federal Savings and Loan Association of Hazard, will serve as
Secretary of Kentucky First Federal Bancorp, Inc.
Regarding the transaction, Tony Whitaker, President of First Federal Savings and
Loan Association of Hazard stated, "This strategic merger and the reorganization
represent truly historic events for our two institutions. We believe the
transactions will permit the banks to remain competitive in the Kentucky banking
markets and permit us to grow and provide an expanded array of products and
services to our customers while maintaining our strong commitment to our
individual communities. We believe the name `First Federal' holds special
significance in our communities due to our histories of service and community
involvement. We are proud that our new organization will perpetuate both that
name and that commitment. We also believe that the resources and efficiencies of
the combined companies will represent a solid investment for investors."
Don Jennings, President of Frankfort First Bancorp, Inc. added, "We believe this
to be a tremendous opportunity for our investors, our customers, and our
communities. This combination provides the framework for continuity, expansion,
and significant enhancement to the value of our stockholders' investment. While
this is a new company, we believe we will be able to employ many of the capital
management techniques we have used in the past that have made Frankfort First
Bancorp such an attractive and rewarding investment. We look forward to
continuing to serve our existing shareholders as well as the new shareholders
from Hazard."
The merger and the reorganization are each subject to bank regulatory approvals.
The reorganization is also subject to the approval of the members of First
Federal Savings and Loan Association of Hazard. The merger is also subject to
the approval of Frankfort First Bancorp's stockholders. The parties expect to
file regulatory applications regarding the transactions during the third quarter
of 2004 and expect to close the transactions during the first quarter of 2005.
Each of the directors and executive officers of Frankfort First Bancorp has
agreed to vote their shares of Frankfort First Bancorp in favor of the merger.
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The proposed merger will be submitted to Frankfort First Bancorp's stockholders
for their consideration. Kentucky First Federal Bancorp, Inc. will be filing a
registration statement, including a prospectus, and will be filing other
relevant documents concerning the reorganization and the merger; and Frankfort
First Bancorp will be filing a proxy statement and other relevant documents
concerning the merger, with the United States Securities and Exchange Commission
(the "SEC").
We urge potential investors to read the registration statement and the
prospectus and Frankfort First Bancorp stockholders the Frankfort First Bancorp
proxy statement which will be filed with the SEC, because they will contain
important additional information. After the documents are filed with the SEC
interested parties will be able to obtain these documents free of charge at the
SEC's web site (www.sec.gov). When the documents are finalized, copies of the
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prospectus will be sent to First Federal Savings and Loan Association of
Hazard's members and the proxy statement to Frankfort First Bancorp's
stockholders. Copies of the proxy statement can be obtained, without charge,
from the Investor Relations Department at Frankfort First Bancorp, Inc., 216
West Main Street, P.O. Box 535, Frankfort, Kentucky 40602. Copies of the
prospectus can be obtained, without charge, from the Secretary of First Federal
Savings and Loan Association of Hazard, 479 Main Street, P.O. Box 1069, Hazard,
Kentucky 41702.
The directors, executive officers, and certain other members of management of
Frankfort First Bancorp, Inc. may be soliciting proxies in favor of the merger
from the Frankfort First Bancorp, Inc. stockholders. For information about these
directors, executive officers, and members of management, stockholders are asked
to refer to the most recent proxy statement filed by Frankfort First Bancorp,
Inc. with the SEC on Schedule 14A. Additional information about the interest of
those participants may be obtained from reading the definitive proxy statement
regarding the proposed merger when it becomes available. First Federal Savings
and Loan Association of Hazard is a mutual savings association operating one
banking office in Hazard, Kentucky. As of March 31, 2004, First Federal Savings
and Loan Association of Hazard had assets of $132.2 million, deposits of $99.5
million and retained earnings of approximately $31.7 million.
First Federal Savings Bank of Frankfort operates three offices in Frankfort,
Kentucky. As of March 31, 2004, Frankfort First Bancorp had assets of $138.0
million, deposits of $73.8 million and stockholders' equity of $17.7 million.
Frankfort First Bancorp, Inc. shares are traded on the Nasdaq National Market
under the symbol "FKKY."
FORWARD-LOOKING STATEMENTS AND RISK FACTORS
This news release, and other written materials and oral statements made by
members of management of First Federal Savings and Loan Association of Hazard,
Kentucky First Federal Bancorp, Inc. and Frankfort First Bancorp, may contain
certain forward-looking statements about the proposed reorganization and merger,
including statements regarding anticipated future results, plans, strategies and
expectations, within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
First Federal Savings and Loan Association of Hazard, Kentucky First Federal
Bancorp, Inc. and Frankfort First Bancorp, Inc. intend such forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995,
and are including this statement for purposes of said harbor provisions.
Forward-looking statements, which are based on certain assumptions and describe
future results, events, plans, strategies, and expectations of First Federal
Savings and Loan Association of Hazard, Kentucky First Federal Bancorp, Inc. and
Frankfort First Bancorp, Inc., are generally
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identified by use of the words "plan," "believe," "expect," "intend,"
"anticipate," "estimate," "project," or other similar expressions. First Federal
Savings and Loan Association of Hazard's, Kentucky First Federal Bancorp, Inc.'s
and Frankfort First Bancorp, Inc.'s, ability to predict results or the actual
effects of their performance, plans, strategies and expectations, including
those with respect to the proposed reorganization and merger, is inherently
uncertain. Accordingly, actual results may differ materially from anticipated
results.
The following factors, among others, could cause the actual results to differ
materially from the expectations stated in this news release: the ability to
successfully integrate the companies following the merger and the
reorganization, including the retention of key personnel; the ability to fully
realize the expected cost savings and revenues; and the ability to realize the
expected cost savings and revenues on a timely basis; competitive pressure among
depository institutions increases significantly; operating costs, customer
losses and business disruption following the merger and the reorganization may
be greater than expected; governmental approvals of the merger and/or the
reorganization may not be obtained, or adverse regulatory conditions may be
imposed in connection with governmental approvals of the merger and/or the
reorganization; Frankfort First Bancorp stockholders may fail to approve the
merger and/or First Federal Savings and Loan Association of Hazard's members may
fail to approve the reorganization.
Factors that could have a material adverse effect on the operations of First
Federal Savings and Loan Association of Hazard, Kentucky First Federal Bancorp,
Inc. and/or Frankfort First Bancorp, Inc. and their respective subsidiaries
include, but are not limited to: changes in general economic conditions,
interest rates, deposit flows, loan demand, real estate values, competition, and
the demand for financial services and loan, deposit, and investment products in
any of the company's local markets; changes in the quality or composition of any
of the company's loan or investment portfolios; inability to successfully carry
out marketing and/or expansion plans; changes in accounting principles,
policies, or guidelines; changes in legislation and regulation; changes in the
monetary and fiscal policies of the U.S. Government, including policies of the
U.S. Treasury and the Federal Reserve Board; war or terrorist activities; and
other economic, competitive, governmental, regulatory, geopolitical, and
technological factors affecting any of the company's operations, pricing, and
services.
First Federal Savings and Loan Association of Hazard, Kentucky First Federal
Bancorp, Inc. and Frankfort First Bancorp, Inc. undertake no obligation to
update these forward-looking statements to reflect events or circumstances that
occur after the date on which such statements were made.