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UNITED STATES
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) July 19, 1999
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FIRST CAPITAL, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Indiana 0-25023 35-2056949
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(State or other Jurisdiction of (Commission (IRS Employer
Incorporation or Organization File Number) Identification No.)
220 Federal Drive N.W., Corydon, Indiana 47112
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(Address of Principal Executive Offices) (Zip Code)
(812) 738-2198
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(Registrant's Telephone Number, including Area Code)
Not Applicable
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(Former Name or Former Address, If Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
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On July 19, 1999, First Capital, Inc. ("First Capital"), entered into an
Agreement and Plan of Merger (the "Merger Agreement") with HCB Bancorp ("HCB")
pursuant to which First Capital and HCB will combine in a merger of equals. The
Merger Agreement is filed as Exhibit 2.1 hereto and is incorporated herein by
reference. The Merger Agreement provides that FC Acquisition Corp., a
wholly-owned subsidiary of First Capital, will be merged with and into HCB, with
HCB being the surviving entity (the "Merger") and becoming a wholly-owned
subsidiary of First Capital. Immediately following consummation of the Merger,
HCB will adopt a plan of liquidation pursuant to which it will merge with and
into First Capital. Immediately following the combination of First Capital and
HCB, Harrison County Bank, a bank organized under the laws of the State of
Indiana and a subsidiary of HCB ("HC Bank"), will merge with and into First
Federal Bank, a Federal Savings Bank, a federally chartered savings bank and
wholly-owned subsidiary of First Capital ("First Federal").
Pursuant to the terms of the Merger Agreement, each share of HCB common
stock, no par value per share, issued and outstanding at the Effective Time of
the Merger, shall become and be converted into the right to receive 15.5 shares
of First Capital common stock, par value $.01 per share. Upon consummation of
the Merger, the Board of Directors of First Capital will be increased from seven
to fourteen members and will consist of the then-current members of the Boards
of Directors of First Capital and HCB and the Board of Directors of First
Federal also will be increased from seven to fourteen members and will consist
of the then-current members of the Boards of Directors of First Federal and HC
Bank.
Consummation of the Merger is subject to various conditions, including the
approval of the shareholders of First Capital and HCB and the receipt of all
requisite regulatory approvals.
The joint press release issued by First Capital and HCB with respect to
the Merger is filed herewith as Exhibit 99.1.
The summary of the Merger Agreement is not complete and is qualified in
its entirety by reference to the complete text of such documents filed as an
exhibit herewith and incorporated herein by reference.
ITEM 7(C). FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit 2.1 Agreement and Plan of Merger, dated as of July 19, 1999, by and
among First Capital, Inc., FC Acquisition Corp. and HCB Bancorp
Exhibit 99.1 Joint Press Release issued by First Capital, Inc. and HCB Bancorp
on July 20, 1999
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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.
FIRST CAPITAL, INC.
Dated: July 22, 1999 By: /s/ J. Gordon Pendleton
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J. Gordon Pendleton
Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit 2.1 Agreement and Plan of Merger, dated as of July 19, 1999, by and
among First Capital, Inc., FC Acquisition Corp. and HCB Bancorp
Exhibit 99.1 Joint Press Release issued by First Capital, Inc. and HCB Bancorp
on July 20, 1999.