Citizens First Corp acquires KBC
 
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 30, 2006
 
CITIZENS FIRST CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
Kentucky
 
(State or Other Jurisdiction of Incorporation)
 
 
 
001-33126
 
61-0912615
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
1065 Ashley Street, Suite 200, Bowling Green, KY
(Address of Principal Executive Offices)
 
42103
(Zip Code)
 
(270) 393-0700
 
(Registrant’s Telephone Number, Including Area Code)
 
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 obligations of the registrant under any of the following provisions:

o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
  
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
  
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 

 

 


 
Section 2 - Financial Information
 
Item 2.01. Completion of Acquisition or Disposition of Assets.
 
On November 30, 2006, Citizens First Corporation (the “Company”) completed the acquisition of 100% of the outstanding capital stock of Kentucky Banking Centers, Inc. of Glasgow, Kentucky (“KBC”), a wholly-owned subsidiary of Farmers Capital Bank Corporation, Frankfort, Kentucky (“Farmers Capital”), pursuant to the terms of a Stock Purchase Agreement dated June 1, 2006 among the Company, Farmers Capital and KBC. The Company acquired KBC for a total purchase price of approximately $20 million in cash. Immediately following the acquisition, KBC was merged with and into Citizens First Bank, Inc., the Company’s wholly-owned subsidiary. As a result of the merger, Citizens First Bank, Inc. will operate the 3 banking locations in Glasgow, Horse Cave and Munfordville, Kentucky previously owned by KBC. As a result of the acquisition, the Company has approximately $340 million in assets as of September 30, 2006 and serves its customers through 9 banking offices in Warren, Simpson, Barren and Hart counties in Kentucky.
 
Prior to completion of the acquisition, there were no material relationships among Citizens First Corporation or any of its affiliates and Farmers Capital Bank Corporation or any of its affiliates except in respect of the acquisition.
 
 
Section 9 - Financial Statements and Exhibits
 
Item 9.01. Financial Statements and Exhibits.
 
(a) Financial statements of businesses acquired.
 
The audited financial statements of KBC for each of the two years ended December 31, 2005 and December 31, 2004, and the related notes and reports of in dependent registered public accounting firm related thereto and the unaudited financial statements of KBC as of and for the period ending September 30, 2006 required by Item 9.01(a) of Form 8-K will be filed by an amendment to this Report on Form 8-K on or about December 29, 2006.
 
(b) Pro Forma Financial Information
 
The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by an amendment to this Report on Form 8-K on or about December 29, 2006.
 
     (c) Exhibits

 
Exhibit 2  
 
Stock Purchase Agreement by and among Citizens First Corporation and Farmers Capital Bank Corporation, dated June 1, 2006, filed as Exhibit 2.1 to Citizens First Corporation’s Current Report on Form 8-K dated June 1, 2006, is hereby incorporated herein by reference.
 
  
 
 
 

 



SIGNATURES
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
CITIZENS FIRST CORPORATION
  
 
 
 
 
 
  
Date: December 6, 2006
 
By:
 
/s/ Mary D. Cohron
  
 
 
 
 
 
  
 
 
 
 
Mary D. Cohron
  
 
 
 
 
Chief Executive Officer