UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
January 30, 1998
NORTH CENTRAL BANCSHARES, INC.
(Exact name of Registrant as specified in its Charter)
IOWA 0-27672 42-1449849
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification Number)
FIRST FEDERAL SAVINGS BANK OF IOWA
825 CENTRAL AVENUE, FORT DODGE, IOWA 50501
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 515-576-7531
N/A
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(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
As of the close of business on January 30, 1998 (the "Effective Time"),
North Central Bancshares, Inc., an Iowa corporation ("North Central"), and its
wholly owned subsidiary, First Federal Savings Bank of Iowa (formerly known as
First Federal Savings Bank of Fort Dodge), a federally chartered stock savings
bank ("First Federal"), completed the acquisition (the "Acquisition") of Valley
Financial Corp., an Iowa corporation ("Valley Financial") pursuant to the
Agreement and Plan of Merger, dated as of September 18, 1997, by and among North
Central, First Federal and Valley Financial (the "Merger Agreement"). This form
8-K/A includes as Exhibits certain financial information required under Item 7
which was not contained in the previously filed Form 8-K dated January 30, 1998.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Financial statements for Valley Financial Corp. as of and for the
years ended December 31, 1996 and 1995, are attached hereto as
Exhibit 99.1 are incorporated herein by reference.
Unaudited Statement of Financial Condition for Valley Financial
Corp. as of September 30, 1997. Unaudited Statements of Income and
Cash Flows for Valley Financial Corp. for the nine months ended
September 30, 1997 and 1996.
(b) UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
Unaudited pro forma combined financial information consisting of:
Unaudited Pro Forma Combined Consolidated Balance Sheet as of
September 30, 1997 and related notes are herein attached as exhibit
99.2
Unaudited Pro Forma Combined Consolidated Statements of Income for
the nine months ended September 30, 1997 and the Unaudited Pro
Forma Combined Consolidated Statements of Income for the year ended
December 31, 1996 and the related notes to the above mentioned
Statements of Income are herein attached at exhibit 99.2
(c) EXHIBITS
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. (incorporated by reference from the Current Report on
Form 8-K filed by the registrant on September 26, 1997.
23.1 Consent of Marti, Lynch & Company dated March 27, 1998.
99.1 Financial statements for Valley Financial Corp. as of and
for the years ended December 31, 1996 and 1995. Valley
Financial Corp. Unaudited Statement of Financial Condition
as of September 30, 1997 and Unaudited Statements of Income
and Cash Flows for the nine months ended September 30, 1997
and 1996.
99.2 North Central Bancshares, Inc. and Valley Financial Corp.
Unaudited Pro Forma Combined Consolidated Balance Sheet as
of September 30, 1997 and Unaudited Pro Forma Combined
Consolidated Statements of Income for the year ended
December 31, 1996.
CAUTIONARY STATEMENT FOR PURPOSED OF THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995
This Current Report and other written and oral statements made by or on
behalf of North Central contain, or may contain, certain "forward-looking
statements," including statements concerning plans, objectives and future events
or performance, and other statements which are other than statements of
historical fact. Factors that may cause actual results to differ materially from
those contemplated by such forward-looking statements include, but are not
limited to, the following: (i) failure to fully realize or to realize within the
expected time frame expected cost savings from the Merger; (ii) lower than
expected income or revenues following the Merger, or higher than expected
operating costs; (iii) a significant increase in competitive pressure in the
banking and financial services industry; (iv) business disruption related to the
Merger; (v) greater than expected costs or difficulties related to the
integration of the Valley Financial employees into North Central; (vi)
litigation costs and delays caused by litigation; (vii) unanticipated regulatory
constraints arising from the Merger; (viii) reduction in interest margins due to
changes in the interest rate environment; (ix) poorer than expected general
economic conditions, including acquisition and growth opportunities, in the
states which North Central does business; (x) legislation or regulatory changes
which adversely affect the businesses in which North Central is engaged; and
(xi) other unanticipated occurrences which increase the costs related to the
Merger or decrease the expected financial benefits of the Merger.
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 thereunto duly authorized.
NORTH CENTRAL BANCSHARES, INC.
Date: March 27, 1998 By: /s/ David M. Bradley
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David M. Bradley, Chairman, President
and Chief Executive Officer