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 23, 2018
Farmers Capital Bank Corporation
(Exact name of registrant as specified in its charter)
| Kentucky | 000-14412 | 61-1017851 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| P.O. Box 309 202 West Main St. Frankfort, KY |
40601 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (502) 227-1668
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On July 23, 2018, Farmers Capital Bank Corporation (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”). There were 7,519,814 shares of the Company’s common stock outstanding on the record date and entitled to vote at the Special Meeting, and 5,145,180 shares were represented in person or by proxy, which constituted a quorum to conduct business at the Special Meeting.
The Company’s shareholders approved the Agreement and Plan of Merger dated April 19, 2018 between WesBanco, Inc. (“WesBanco”) and the Company, which provides for the merger of the Company with and into WesBanco (the “Merger”). The Merger is expected to be completed before the end of the third quarter of 2018. The Company’s shareholders also approved, in an advisory vote, the compensation payable to the named executive officers of the Company in connection with the Merger.
Listed below are the voting results on proposals considered and voted upon at the Special Meeting, all of which were described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on June 15, 2018.
| 1. | A proposal to adopt and approve the Agreement and Plan of Merger dated as of April 19, 2018, by and among WesBanco, WesBanco Bank, Inc., a wholly owned subsidiary of WesBanco, the Company, and United Bank & Capital Trust Company, as may be amended from time to time (the “Merger Agreement”), which provides for, among other things, the Merger. |
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-votes | |||
| 5,020,288 |
86,591 | 38,301 | 0 |
| 2. | A proposal to approve, in a non-binding advisory vote, the compensation payable to the named executive officers of the Company in connection with the Merger. |
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-votes | |||
| 3,191,100 |
1,897,665 | 56,415 | 0 |
| ITEM 8.01 | OTHER EVENTS |
On July 23, 2018, the Company issued a press release announcing the voting results of the Special Meeting. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (D) Exhibits |
Exhibit 99.1 – Farmers Capital Bank Corporation Press Release dated July 23, 2018.
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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.
| Farmers Capital Bank Corporation | ||
| 7-23-18 | /s/ Mark A. Hampton | |
| Date | Mark A. Hampton | |
| Executive Vice President, Secretary, and Chief Financial Officer | ||
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Exhibit 99.1
NEWS RELEASE
July 23, 2018
Farmers Capital Bank Corporation Shareholders Approve Merger Agreement with WesBanco, Inc.
Frankfort, Kentucky – Farmers Capital Bank Corporation (NASDAQ: FFKT) (the “Company”) announced that at a Special Meeting of Shareholders held today (the “Special Meeting”), the Company’s shareholders voted to adopt and approve the Agreement and Plan of Merger dated April 19, 2018 between WesBanco, Inc. (“WesBanco”),the Company, United Bank & Capital Trust Company and WesBanco Bank, Inc. (the “Merger Agreement”). Of the 7,519,814 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting, 5,145,180, or 68.4%, were represented in person or by proxy, which constituted a quorum. Of the shares represented, 5,020,288, or 97.6%, voted to adopt and approve the Merger Agreement. Subject to satisfaction of all remaining closing conditions for the transaction, which are expected to be completed before the end of the third quarter of 2018, the Company will be merged with and into WesBanco, and the Company’s bank subsidiary, United Bank & Capital Trust Company, will be merged with and into WesBanco Bank, Inc.
Under the terms of the Merger Agreement, at the effective time of the merger, the Company’s shareholders will have the right to receive (i) 1.053 shares of WesBanco common stock and (ii) $5.00 in cash, without interest, for each share of the Company’s common stock.
About Farmers Capital Bank Corporation
Farmers Capital Bank Corporation (www.farmerscapital.com) is a bank holding company with one bank subsidiary, United Bank & Capital Trust Company. The Company is headquartered in Frankfort, Kentucky and operates 34 banking locations in 21 communities throughout Central and Northern Kentucky, and an insurance company. Its stock is publicly traded on the NASDAQ Stock Market LLC exchange in the Global Select Market tier under the symbol: FFKT.
About WesBanco, Inc.
Founded in 1870, WesBanco, Inc. (www.wesbanco.com) is a multi-state, bank holding company with total assets of approximately $10.9 billion (as of June 30, 2018). WesBanco is a diversified and well-balanced financial services institution, with a community bank at its core, built upon a strong legacy of credit and risk management. WesBanco has meaningful market share across its key geographies maintained by its commitment to dedicated customer service and solid fee-based businesses. It also provides wealth management services through a century-old trust and wealth management business, with approximately $4.0 billion of assets under management (as of June 30, 2018), and serves as registered investment advisor to a proprietary mutual fund family, the WesMark Funds. WesBanco’s banking subsidiary, WesBanco Bank, Inc., operates 177 financial centers in the states of Indiana, Kentucky, Ohio, Pennsylvania, and West Virginia. In addition, WesBanco operates an insurance agency, WesBanco Insurance Services, Inc., and a full service broker/dealer, WesBanco Securities, Inc.
Forward-Looking Statements
Matters set forth in this press release may contain certain forward-looking statements, including certain plans, expectations, goals, and projections, and including statements about the benefits of the proposed merger (“the “Merger”) between WesBanco and the Company, which are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors including: those factors previously disclosed in WesBanco’s and the Company’s reports filed with the SEC, the businesses of WesBanco and the Company may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the proposed Merger may not be fully realized within the expected timeframes; disruption from the proposed merger may make it more difficult to maintain relationships with clients, associates, or suppliers; the required governmental approvals of the proposed Merger may not be obtained on the expected terms and schedule; changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of other business strategies; the nature, extent, and timing of governmental actions and reforms; and extended disruption of vital infrastructure. All forward-looking statements included in this filing are based on information available at the time of the release. Neither WesBanco nor the Company assumes any obligation to update any forward-looking statement.