Current Report Filing (8-k)

 

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

 

June 13, 2014

Date of Report

(Date of earliest event reported)

 

Bear State Financial, Inc.

(Exact name of registrant as specified in its charter)

 

Arkansas		0-28312		71-0785261
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification No.)

 

900 South Shackleford Rd., Suite 401, Little Rock, Arkansas		72211
(Address of principal executive offices)		(Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, 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:

 

☐   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))

 

 

 

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Item 7.01. Regulation FD.

 

On June 13, 2014, Bear State Financial, Inc. issued a press release announcing the completion of its previously-announced merger with First National Security Company. A copy of the press release is attached as Exhibit 99.1 hereto, and is incorporated by reference herein.

 

The information in this Item 7.01 (including the press release) is furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)     Exhibits

 

Exhibit Number		Description
99.1		Press release

 

 

 

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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.

 

	BEAR STATE FINANCIAL, INC.
Date:  June 13, 2014	By:	/s/ Sherri R. Billings
	Name:	Sherri R. Billings
	Title:	Executive Vice President and Chief Financial Officer

 

 

 

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Exhibit Index

 

Exhibit Number		Description
99.1		Press release

 

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

 

900 South Shackleford, Suite 401	FOR FURTHER INFORMATION CONTACT:
Little Rock, AR 72212	Shelly Loftin | 501.539.0676

 

 

 

 

Bear State Financial, Inc. and First National

Security Company Complete Merger

 

LITTLE ROCK, AR – June 13, 2014 – Bear State Financial, Inc. (“Bear State Financial”) (NASDAQ:BSF), parent company of First Federal Bank (“First Federal”), announced the completion of the merger with First National Security Company (“First National”), the parent company for First National Bank headquartered in Hot Springs and Heritage Bank headquartered in Jonesboro, effective today.

 

Under the terms of the merger agreement, Bear State Financial acquired 100% of the stock of First National and shareholders of First National received 6,252,400 shares of Bear State Financial common stock and $74 million in cash.

 

The combined Bear State Financial enterprise has approximately $1.5 billion in total assets, 42 branches in communities throughout Arkansas, 2 branches in Southeast Oklahoma, 44 ATMs and approximately 430 employees. As of today, all three banks will continue to operate under their respective names. Customers of all three banks can continue to bank as usual with First National Bank, Heritage Bank and First Federal.

 

Three members of First National’s Board of Directors will join Bear State Financial’s Board of Directors, including John H. Hendrix, First National’s Chairman, Ian Vaughan, a director at First National Bank, and Daniel C. Horton, First National’s President and CEO. The leadership of each of the three banks, Jason Lenderman at First National Bank in Hot Springs, Steve May at Heritage Bank in Jonesboro, and Chris Wewers at First Federal Bank in Harrison, will continue.

 

 

 

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About Bear State Financial

 

Bear State Financial is the parent company of First Federal Bank in Harrison, First National Bank in Hot Springs and Heritage Bank in Jonesboro. Bear State Financial’s common stock is traded on the NASDAQ Global Market under the symbol BSF. For more information on Bear State Financial, please visit www.bearstatefinancial.com.

 

About First Federal Bank

 

First Federal is a community bank serving consumers and businesses with a full range of checking, savings, investment, and loan products and services. The Bank conducts business from 12 full-service branch locations, one drive-thru facility, one stand-alone mortgage production office, and 17 ATMs. For information on First Federal’s products and services, visit the website at www.ffbh.com or contact the Account Information Center toll free at 1.866.242.3324 (1-866-AIC-FFBH).

 

About First National Bank

 

First National Bank is a community-focused bank offering full-service commercial and retail banking to Central and Southwest Arkansas as well as Southeast Oklahoma. The Bank conducts business from 23 full-service branch locations and 19 ATMs. Additional information about First National products and services can be found on the website at www.fnbweb.biz.

 

About Heritage Bank

 

Heritage Bank is a community-focused bank offering full-service commercial and retail banking to Northeast Arkansas. The bank conducts business from 9 full-service branch locations and 8 ATMs. Additional information about Heritage Bank products and services can be found on the website at www.heritagebankark.com.