1
- -------------------------------------------------------------------------------
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 23, 1996
CARDINAL BANCSHARES, INC.
-------------------------
(Exact name of registrant as specified in its
charter)
Kentucky 0-20494 61-1128205
- --------------------------------------------------------------------------------
(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
- -------------------------------------------------------------------------------
(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code:
(606) 255-8300
Not Applicable
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
- -------------------------------------------------------------------------------
The Current Report consists of 7 pages.
Exhibit Index is on page 7.
2
CARDINAL BANCSHARES, INC.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Cardinal Bancshares, Inc. (the "Registrant") has effected the spin-off of
its wholly-owned subsidiary, Security First Network Bank ("SFNB"). The First
Amended and Restated Plan of Distribution adopted by the Board of Directors of
the Registrant on October 5, 1995 is incorporated by reference to Form 8-K
dated October 13, 1995.
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 First Amended and Restated Plan
of Distribution is incorporated by
reference to Form 8-K dated
October 13, 1995.
3
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: June 7, 1996 By: /s/ JACK H. BROWN
------------------------
Jack H. Brown
Chief Financial Officer
4
CARDINAL CONDENSED PRO FORMA BALANCE SHEET
March 31, 1996
-----------------------------------------------------------
Adjustments Adjustments
for Cardinal for SFNB Cardinal,
Cardinal (1) Credit Corp. (2) Spin-Off (5) as adjusted
------------ ---------------- ------------ -----------
(in thousands)
Assets:
Cash and due from banks $ 25,668 $ $ (763) $ 24,905
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 (15,620) 123,905
Loans 470,322 (25,749) (20,741) 423,832
Less: allowance for loan losses 6,186 (1,039) (298) 4,849
-------- ---------- --------- ----------
Net loans 464,136 (24,710) (20,443) 418,983
-------- ---------- --------- ----------
Premises and equipment 12,991 (1,053) (3,916) 8,022
Other assets 14,131 (647) (848) 12,636
-------- ---------- --------- ----------
Total assets $680,311 $ (9,775) $ (41,590) $628,946
======== ========== ========= ==========
Liabilities:
Deposits $579,900 $ $ (39,937) $539,963
Securities sold under agreements
to repurchase 6,395 6,395
Notes payable and advances from
Federal Home Loan Bank 43,362 (14,300) (1,251) 27,811
Other liabilities 5,341 (86) (656) 4,599
-------- ---------- --------- --------
Total liabilities 634,998 (14,386) (41,844) 578,768
======== ========== ========= ========
Stockholders' equity:
Common stock 34,008 34,008
Other stockholders' equity 11,305 4,611 254 16,170
-------- ---------- --------- --------
Total stockholders' equity 45,313 4,611 254 50,178
-------- ---------- --------- --------
Total liabilities and stockholders' equity $680,311 $ (9,775) $ (41,590) $628,946
======== ========== ========= ========
(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 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.
(5) Reflects the balance of SFNB's assets and liabilities as of March 31,
1996, net of the payment of a $3.0 million cash dividend to Cardinal.
5
CARDINAL CONDENSED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995
-----------------------------------------------------
Adjustments Adjustments
for Cardinal for SFNB Cardinal,
Cardinal Credit Corp.(1) Spin-Off(2) as adjusted
-------- --------------- ----------- -----------
(in thousands)
Interest income:
Loans, including fees $43,738 $(4,743) $(1,929) $37,066
Securities 9,910 (796) 9,114
Other 1,221 - (156) 1,065
------- ------- ------- -------
Total interest income 54,869 (4,743) (2,881) 47,245
Interest expense:
Deposits 23,623 (1,458) 22,165
Securities sold under agreements
to repurchase 215 215
Notes payable and advances from
Federal Home Loan Bank 3,250 (970) (76) 2,204
------- ------- ------- -------
Total interest expense 27,088 (970) (1,534) 24,584
------- ------- ------- -------
Net interest income 27,781 (3,773) (1,347) 22,661
Provision for loan losses 1,994 (1,188) - 806
------- ------- ------- -------
Net interest income after provision
for loan losses 25,787 (2,585) (1,347) 21,855
------- ------- ------- -------
Non-interest income 4,623 (738) (112) 3,773
Non-interest expense 28,648 (4,672) (3,496) 20,480
------- ------- ------- -------
Income before taxes 1,762 1,349 2,037 5,148
Income tax expense 898 459 526 1,883
------- ------- ------- -------
Net income $ 864 $ 890 $ 1,511 $ 3,265
======= ======= ======= =======
Earnings per share:
Primary $ 0.56 $ 2.11
======= =======
Fully diluted $ 0.55 $ 2.09
======= =======
(1) The adjustments assume the sale of Cardinal Credit Corporation occurs as
of the beginning of the period and eliminates intercompany tranactions,
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.
(2) The adjustments assume that the Spin-Off occurred as of the beginning of
the period, and thus the adjustments reflect only (i) the operations
attributable solely to SFNB's single office (after the Branch Sale, as
described under "THE PLAN OF DISTRIBUTION -- Background of the Plan of
Distribution and Spin-off") for the period indicated, and (ii) the effect
on Cardinal of the Spin-Off.
6
CARDINAL CONDENSED PRO FORMA STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 1996
--------------------------------------------------
Adjustments Adjustments
for Cardinal for SFNB Cardinal,
Cardinal Credit Corp.(1) Spin-Off (2) as adjusted
-------- --------------- ------------ -----------
(in thousands)
Interest income:
Loans, including fees $11,869 $(1,540) $(459) $ 9,870
Securities 2,366 (178) 2,188
Other 376 - (63) 313
------- ------- ------- -------
Total interest income 14,611 (1,540) (700) 12,371
Interest expense:
Deposits 6,381 (446) 5,935
Securities sold under agreements
to repurchase 60 60
Notes payable and advances from
Federal Home Loan Bank 831 (309) (17) 505
------- ------- ------- -------
Total interest expense 7,272 (309) (463) 6,500
------- ------- ------- -------
Net interest income 7,339 (1,231) (237) 5,871
Provision for loan losses 838 (288) - 550
------- ------- ------- -------
Net interest income after provision
for loan losses 6,501 (943) (237) 5,321
------- ------- ------- -------
Non-interest income 993 (225) (52) 716
Non-interest expense 7,604 (1,241) (1,283) 5,080
------- ------- ------- -------
Income before taxes (110) 73 994 957
Income tax expense (6) 25 335 354
------- ------- ------- -------
Net income $ (104) $ 48 $ 659 $ 603
======= ======= ======= =======
Earnings per share:
Primary $ (0.06) $ 0.39
======= =======
Fully diluted $ (0.06) $ 0.39
======= =======
(1) The adjustments assume the sale of Cardinal Credit Corporation occurs as
of the beginning of the period and eliminates intercompany tranactions,
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.
(2) The adjustments assume that the Spin-Off occurred as of the beginning of
the period, and eliminates inter-company transactions.
7
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION PAGE
- ------- ------------------- ----
2.1 First Amended and Restated Plan of Distribution
is incorporated by reference to Form 8-K dated
October 13, 1995.