ctb8kacq0507.htm
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
31, 2007
Commission
file number 0-11129
Community
Trust Bancorp, Inc.
(Exact
name of registrant as specified in its charter)
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Kentucky
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61-0979818
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(State
or other jurisdiction of
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(IRS
Employer Identification Number)
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Incorporation
or organization)
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346
North Mayo Trail
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Pikeville,
Kentucky
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41501
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(Address
of principal executive offices)
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(Zip
code)
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(606)
432-1414
(Registrant's
telephone number, including area code)
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:
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting
material pursuant to Rule 14a-12
under the Securities 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))
Item
1.01 Entry into a Material Definitive
Agreement.
On
May
31, 2007, Community Trust Bancorp, Inc. (the “Company”) and Eagle Fidelity, Inc.
(“Eagle Fidelity”) entered into an Agreement and Plan of Merger (“Merger
Agreement”) pursuant to which Eagle Fidelity will merge with and into the
Company (the “Merger”) and Eagle Fidelity’s wholly-owned subsidiary, Eagle Bank,
Inc., will merge with and into Community Trust Bank, Inc., a wholly-owned
subsidiary of the Company (“Bank Merger”). The Merger is intended to
qualify as a reorganization under section 368(a) of the Internal Revenue Code
of
1986, as amended.
The
Merger Agreement provides for the payment of $18.5 million in cash and the
issuance of 544,137 shares of the Company’s Common Stock in exchange for all
outstanding shares of Eagle Fidelity. The deal value of approximately
$37.0 million will fluctuate subject to certain floors and caps.
The
parties have made customary representations, warranties and covenants in the
Merger Agreement and their obligations to consummate the Merger and the Bank
Merger are subject to customary conditions, including, among other things,
receipt of applicable regulatory approvals and the approval of Eagle Fidelity
shareholders. The Company will file a registration statement with the
Securities and Exchange Commission registering the offering of shares of the
Company’s Common Stock to be issued pursuant to the Merger. The
prospectus included in the registration statement will serve as Eagle Fidelity’s
proxy statement for the meeting of Eagle Fidelity shareholders.
For
additional information regarding the Merger, reference is made to the Merger
Agreement and the Company’s press release issued on May 31, 2007, both of which
are incorporated by reference herein and included as Exhibits to this Current
Report on Form 8-K. The foregoing discussion is qualified in its
entirety by reference to such documents.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
10.1 Agreement
and Plan of Merger dated as of May 31, 2007, by and between Community Trust
Bancorp, Inc. and Eagle Fidelity, Inc.
99.1
Press Release dated May 31, 2007, issued by Community Trust Bancorp,
Inc.
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 thereunto duly
authorized.
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COMMUNITY
TRUST BANCORP, INC.
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By:
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Date:
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May
31, 2007
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/s/
Jean R. Hale
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Jean
R. Hale
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Chairman,
President and Chief Executive
Officer
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Exhibit
Index
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Exhibit
No.
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Description
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10.1
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Agreement
and Plan of Merger, dated May 31, 2007
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99.1
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Press
Release, dated May 31, 2007
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