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________________________________________________________________________
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):
May 29, 1996
CARDINAL BANCSHARES, INC.
---------------------------------------------
(Exact name of registrant as specified in its
charter)
Kentucky 0-20494 61-1128205
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
400 East Vine Street, Suite 300, Lexington, Kentucky 40507
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(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code:
(606) 255-8300
Not Applicable
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(Former name or former address, if changed since last report)
_______________________________________________________________________________
The Current Report consists of 8 pages.
Exhibit Index is on page 8.
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CARDINAL BANCSHARES, INC.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Cardinal Bancshares, Inc. (the "Registrant") has completed the sale of
substantially all of the assets of its subsidiary, Cardinal Credit Corporation
to Norwest Financial Kentucky, Inc. The Registrant expects to report an
after-tax gain of approximately $4.6 million in connection with such sale and
the related termination of Cardinal Credit Corporation's business. The
Agreement for Purchase of Assets dated as of March 15, 1996 by and among the
Registrant, Cardinal Credit Corporation and Norwest Financial Kentucky, Inc. is
incorporated by reference to Form 8-K dated March 15, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
b. Cardinal Condensed Pro Forma Balance Sheet as of March 31, 1996
Cardinal Condensed Pro Forma Statement of Operations for the
Year Ended December 31, 1995
Cardinal Condensed Pro Forma Statement of Operations for the
Three Months Ended March 31, 1996
c. EXHIBITS
EXHIBIT NO. DESCRIPTION
2.1 Agreement for Purchase of Assets
dated as of March 15, 1996 by and
among the Registrant, Cardinal
Credit Corporation and Norwest
is incorporated by reference to
Form 8-K dated March 15, 1996.
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SIGNATURE
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.
CARDINAL BANCSHARES, INC.
Date: May 29, 1996 By: \s\ JACK H. BROWN
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Jack H. Brown
Chief Financial Officer
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Cardinal Condensed Pro Forma Balance Sheet
March 31, 1996
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Adjustments
for Cardinal Cardinal,
Cardinal(1) Credit Corp.(2) as adjusted
---------- --------------- -----------
(in thousands)
Assets:
Cash and due from banks $ 25,668 $ $ 25,668
Interest-bearing deposits in banks 12,635 33,576 29,270
(14,300)(3)
(2,641)(4)
Federal funds sold 11,225 11,225
Securities available for sale 139,525 139,525
Loans 470,322 (25,749) 444,573
Less: allowance for loan losses 6,186 (1,039) 5,147
-------- ------- --------
Net loans 464,136 (24,710) 439,426
-------- ------- --------
Premises and equipment 12,991 (1,053) 11,938
Other assets 14,131 (647) 13,484
-------- ------- --------
Total assets $680,311 $(9,775) $670,536
======== ======= ========
Liabilities:
Deposits $579,900 $579,900
Securities sold under agreements
to repurchase 6,395 6,395
Notes payable and advances from
Federal Home Loan Bank 43,362 (14,300)(3) 29,062
Other liabilities 5,341 (86) 5,255
-------- ------- --------
Total liabilities 634,998 (14,386) 620,612
-------- ------- --------
Stockholders' equity:
Common stock 34,008 34,008
Other stockholders' equity 11,305 4,611 15,916
-------- ------- --------
Total stockholders' equity 45,313 4,611 49,924
-------- ------- --------
Total liabilities and stockholders' equity $680,311 $(9,775) $670,536
======== ======= ========
(1) Gives effect to the sale of 85,246 shares of Cardinal common stock in a
private placement at $61.00 per share on April 15, 1996. The net
proceeds of that sale was $4.9 million.
(2) Reflects the sale of substantially all of the assets and the termination
of business of Cardinal Credit Corporation.
(3) Reflects the repayment of notes payable used to fund the loans sold.
(4) Reflects the payment of estimated income taxes and expenses associated with
the termination of business of Cardinal Credit Corporation.
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Cardinal Condensed Pro Forma Statement of Operations
For the Year Ended December 31, 1995
---------------------------------------
Adjustments
for Cardinal Cardinal,
Cardinal Credit Corp.(1) as adjusted
-------- --------------- -----------
(in thousands)
Interest income:
Loans, including fees $43,738 $(4,743) $38,995
Securities 9,910 9,910
Other 1,221 - 1,221
------- ------ -------
Total interest income 54,869 (4,743) 50,126
Interest expense:
Deposits 23,623 23,623
Securities sold under agreements
to repurchase 215 215
Notes payable and advances from
Federal Home Loan Bank 3,250 (970) 2,280
------- ------ -------
Total interest expense 27,088 (970) 26,118
------- ------ -------
Net interest income 27,781 (3,773) 24,008
Provision for loan losses 1,994 (1,188) 806
------- ------ -------
Net interest income after provision
for loan losses 25,787 (2,585) 23,202
------- ------ -------
Non-interest income 4,623 (738) 3,885
Non-interest expense 28,648 (4,672) 23,976
------- ------ -------
Income (loss) before taxes 1,762 1,349 3,111
Income tax expense 898 459 1,357
------- ------ -------
Net income (loss) $ 864 $ 890 $ 1,754
======= ====== =======
Earnings per share:
Primary $ 0.56 $ 1.13
======= =======
Fully diluted $ 0.55 $ 1.12
======= =======
(1) The adjustments assume the sale of Cardinal Credit Corporation occurs as
of the beginning of the period and eliminates intercompany transactions,
except the adjustments do not include the gain on the disposition of
Cardinal Credit Corporation of $8.5 million or nonrecurring charges of
approximately $1.0 million and related tax effect of approximately $2.9
million.
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Cardinal Condensed Pro Forma Statement of Operations
For the Three Months Ended March 31, 1996
-----------------------------------------
Adjustments
for Cardinal Cardinal,
Cardinal Credit Corp.(1) as adjusted
-------- --------------- -----------
(in thousands)
Interest income:
Loans, including fees $11,869 $(1,540) $10,329
Securities 2,366 2,366
Other 376 - 376
------- ------- -------
Total interest income 14,611 (1,540) 13,071
Interest expense:
Deposits 6,381 6,381
Securities sold under agreements
to repurchase 60 60
Notes payable and advances from
Federal Home Loan Bank 831 (309) 522
------- ------- -------
Total interest expense 7,272 (309) 6,963
------- ------- -------
Net interest income 7,339 (1,231) 6,108
Provision for loan losses 838 (288) 550
------- ------- -------
Net interest income after provision
for loan losses 6,501 (943) 5,558
------- ------- -------
Non-interest income 993 (225) 768
Non-interest expense 7,604 (1,241) 6,363
------- ------- -------
Income (loss) before taxes (110) 73 (37)
Income tax expense (6) 25 19
------- ------- -------
Net income (loss) $ (104) $ 48 $ (56)
======= ======= =======
Earnings per share:
Primary $ (0.06) $ 1.13
======= =======
Fully diluted $ (0.06) $ 1.12
======= =======
(1) The adjustments assume the sale of Cardinal Credit Corporation occurs as
of the beginning of the period and eliminates intercompany transactions,
except the adjustments do not include the gain on the disposition of
Cardinal Credit Corporation of $8.5 million or nonrecurring charges of
approximately $1.0 million and related tax effect of approximately $2.9
million.
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION PAGE
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2.1 Agreement for Purchase of Assets dated as of March 15,
1996 by and among the Registrant, Cardinal Credit
Corporation and Norwest is incorporated by reference to
Form 8-K dated March 15, 1996.