Farmers Capital Bank Corporation (NASDAQ:FFKT) Files An 8-K Other Events

Farmers Capital Bank Corporation (NASDAQ:FFKT) Files An 8-K Other Events
Item 8.01 Other Events

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On July18, 2018, Farmers Capital Bank Corporation (“Farmers Capital”) and Wesbanco, Inc. (“WesBanco”) agreed with plaintiff to settle the putative class action pending in the Franklin Circuit Court of the Commonwealth of Kentucky captionedParshall v. Farmers Capital Bank Corporation(Case No. 18-CI-00699) (the “Action”).

The Action relates to the disclosures made by Farmers Capital and Wesbanco with respect to the transactions contemplated (the “Proposed Merger”) by the Agreement and Plan of Merger, dated as of April19, 2018, by and among Farmers Capital, Wesbanco, United Bank& Capital Trust Company and Wesbanco Bank, Inc. (the “Merger Agreement”). to the agreement, Farmers Capital and Wesbanco are making available additional information to Farmers Capital shareholders. The additional information is contained in the supplement (the “Supplement”) to the Proxy Statement/Prospectus of Farmers Captial and Wesbanco, dated June15, 2018 (the “Proxy Statement”) attached as Exhibit 99.1 to this Report. The Supplement should be read in conjunction with the Proxy Statement and the documents incorporated by reference therein.

Farmers Capital, Wesbanco, and the other defendants deny the allegations made by plaintiff in the Action and believe the disclosures in the Proxy Statement are adequate under the law. Nevertheless, Farmers Capital, Wesbanco, and the other defendants have agreed to settle the Action in order to avoid the costs, disruption, and distraction of further litigation.

Item 8.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibit is filed as part of this Report:

Information About the Merger and Where to Find It

Farmers Capital, Wesbanco and the other defendants deny the allegations made by plaintiff in the Action and believe the disclosures in the Proxy Statement are adequate under the law. Nevertheless, Farmers Capital Wesbanco, and the other defendants have agreed to settle the Action in order to avoid the costs, disruption, and distraction of further litigation. In connection with the Proposed Merger, Farmers Capital filed with the SEC a Definitive Proxy Statement, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS OF FARMERS CAPITAL AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The Proxy Statement dated June15, 2018 was mailed to shareholders of Farmers Capital on or around June18, 2018. The Farmers Capital shareholder meeting is scheduled for July23, 2018. In addition, the Proxy Statement, and other related documents filed by Farmers Capital with the SEC, may be obtained for free at the SEC’s website at http://www.sec.gov, on the NASDAQ website at http://www.nasdaq.com and from Farmers Capital’s website at http://www.farmerscapital.com.

Participants in the Solicitation

WesBanco and Farmers Capital and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of Farmers Capital in connection with the Proposed Merger. Information about the directors and executive officers of WesBanco is set forth in the proxy statement for WesBanco’s 2018 annual meeting of shareholders, as filed with the SEC on March13, 2018. Information about the directors and executive officers of Farmers Capital is set forth in the proxy statement for Farmers Capital’s 2018 annual meeting of shareholders, as filed with the SEC on April2, 2018. Information about any other persons who may, under the rules of the SEC, be considered participants in the solicitation of Farmers Capital shareholders in connection with the proposed merger is included in the Proxy Statement/Prospectus. You can obtain free copies of these documents from the SEC or Farmers Capital using the website information above. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

FARMERS CAPITAL SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS WITH RESPECT TO THE PROPOSED MERGER.


FARMERS CAPITAL BANK CORP Exhibit
EX-99.1 2 d472076dex991.htm EX-99.1 EX-99.1 EXHIBIT 99.1 SUPPLEMENT TO PROXY STATEMENT/PROSPECTUS We have made the following supplemental disclosures to the Proxy Statement/Prospectus in connection with the proposed settlement of a putative class action captioned Parshall v. Farmers Capital Bank Corporation (Case No. 18-CI-00699) pending before the Franklin Circuit Court of the Commonwealth of Kentucky. The parties have agreed to settle this lawsuit. Pursuant to that agreement,…
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About Farmers Capital Bank Corporation (NASDAQ:FFKT)

Farmers Capital Bank Corporation is a bank holding company. The Company provides a range of banking and bank-related services to customers throughout Central and Northern Kentucky. The Company’s bank subsidiaries include Farmers Bank & Capital Trust Company, United Bank & Trust Company, First Citizens Bank and Citizens Bank of Northern Kentucky, Inc. The Company also owns FCB Services, Inc., a data processing subsidiary, and FFKT Insurance Services, Inc., a captive property and casualty insurance company. The Company’s primary deposit products are checking, savings and term certificate accounts. Its primary lending products are residential mortgage, commercial lending and consumer installment loans. The Company also offers other services, including cash management services, issuing letters of credit, safe deposit box rental and funds transfer services.

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