8-K 1 g72777e8-k.txt AREA BANCSHARES CORPORATION 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) NOVEMBER 13, 2001 (NOVEMBER 8, 2001) AREA BANCSHARES CORPORATION -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Kentucky 0-26032 61-0902343 ------------------------------------------------------------------------------ (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 230 Frederica Street, Owensboro, Kentucky 42301 ------------------------------------------------------------------------------- (Address of principal executive office) (Zip code) Registrant's telephone number, including area code: (270) 926-3232 -------------- Not Applicable -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) The Current Report consists of 7 pages. The exhibit index is located on page 4. 1 Item 5. Other Events On November 8, 2001, BB&T Corporation announced plans to buy AREA Bancshares Corporation in a $450.6 million stock swap. The exchange will be fixed at 0.55 of a share of BB&T Corporation stock for each AREA Bancshares share. A copy of the press release is attached hereto as Exhibit 99-1, and is incorporated herein by reference. Item 7. Financial Statements and Exhibits C. Exhibits

~~Table~~Exhibit ofNo. ~~Contents~~Description ----------- ----------- 99-1 Press release dated November 8, 2001

2 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. AREA Bancshares Corporation DATE: November 13, 2001 By: /s/ Edward J. Vega ---------------------------------------- Edward J. Vega Senior Vice President & Chief Financial Officer 3 INDEX TO EXHIBITS

~~UNITED~~Exhibit ~~STATES SECURITIES~~Number ~~AND~~Exhibit ~~EXCHANGE~~Description ~~COMMISSION Washington~~Page -------------- ------------------- ---- 99-1 Press release dated November 8, ~~D.C.~~2001 ~~20549~~ 1

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) October 30, 2001 (October 18,2001)

AREA BANCSHARES CORPORATION

(Exact name of registrant as specified in its charter)

Kentucky	0-26032	61-0902343
(State or other	(Commission File Number)	(IRS Employer
jurisdiction of incorporation)		Identification No.)

230 Frederica Street, Owensboro, Kentucky		42301
(Address of principal executive office)		(Zip code)

Registrant’s telephone number, including area code: (270) 926-3232

Not Applicable

(Former name or former address, if changed since last report)

The Current Report consists of 11 pages. The exhibit index is located on page 4.

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Item 5. Other Events Item 7. Financial Statements and Exhibits SIGNATURE PRESS RELEASE

Item 5. Other Events

On October 18, 2001, AREA Bancshares Corporation announced its earnings for the quarter ended September 30, 2001 and the nine months ended September 30, 2001. AREA reported record core operating earnings, net income less non-core items (security gains and infrequent items), for the third quarter of 2001 of $8.86 million, or $0.36 per diluted share, compared to $8.16 million, or $0.33 per diluted share, in the third quarter of 2000. These amounts reflect increases of $700 thousand, or 8.6%, and $0.03, or 9.1%, respectively, over the third quarter of 2000. Year-to-date core operating earnings were $24.49 million, or $1.01 per diluted share, compared to $22.65 million, or $0.91 per diluted share, during the first nine months of 2000. This is an increase of $1.84 million, or 8.1%, and a per share increase of $0.10 or 11.0%.

Net income for the third quarter of 2001 was $9.46 million, an increase of $2.79 million, or 41.8%, from the $6.67 million earned in the third quarter of 2000. Diluted earnings per share increased $0.12, or 44.4%, to $0.39 from $0.27 earned in the quarter ended September 30, 2000. Net income during the nine months ended September 30, 2001 was $25.09 million compared to $29.98 million in the same period of 2000. Year-to-date net income was $4.89 million, or 16.3%, below the first three quarters of 2000. On a diluted share basis, year-to-date net income per share declined $0.18, or 14.9%, to $1.03 from $1.21 in the first nine months of 2000.

A copy of the press release is attached hereto as Exhibit 99-1, and is incorporated herein by reference.

Item 7. Financial Statements and Exhibits

C. Exhibits

Exhibit No.		Description
99-1		Press release dated October 18, 2001

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.

				AREA Bancshares Corporation
DATE:		October 30, 2001		By:		/s/ Edward J. Vega Edward J. Vega Senior Vice President & Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number		Exhibit Description		Page
99-1		Press release dated October 18, 2001			1

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