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): February 24, 2006
KENTUCKY BANCSHARES, INC.
(Exact Name of Registrant as specified in Charter)
Kentucky 33-96358 61-0993464
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
P.O. Box 157, Paris, Kentucky 40362-0157
(Address of principal executive offices) (Zip code)
(859)987-1795
(Registrant's telephone number, including area code)
N/A
(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 obligation of the registrant under
any of the following provisions:
? Written communications pursuant to Rule 425 under the Securities Act
(17CFR230.425)
? 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))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.01. Entry into a Material Definitive Agreement
On February 24, 2006, Kentucky Bancshares, Inc. (the
"Registrant") entered into an Agreement and Plan of Merger dated
February 24, 2006 (the "Agreement") among the Registrant, Peoples
Bancorp of Sandy Hook, Inc. ("Peoples Bancorp"), Bancshares Subsidiary,
Inc., Kentucky Bank and Peoples Bank (Sandy Hook, Kentucky). Pursuant
to the Agreement, the Registrant will merge with Peoples Bancorp, a
privately held $87 million asset bank holding company with offices in
Morehead and Sandy Hook, Kentucky. The consummation of the transaction
is subject to ordinary and customary closing conditions, including
regulatory approval and the approval of Peoples Bancorp stockholders.
Pursuant to the Agreement, in connection with the merger each
share of Peoples Bancorp common stock will be converted into cash and
shares of Kentucky Bancshares common stock. Total consideration for
the transaction will be $14,000,000. Based on the current market price
of the Registrant's common stock, approximately 190,000 shares of the
Registrant's common stock would be issued to Peoples Bancorp
shareholders; in no event will more than 215,385 shares or less than
164,706 shares be issued in the transaction. The exact number of
shares to be issued will be determined based on a measurement date
ennding two business days before the closing date. The number of
shares will be calculated based on the average of the daily closing
prices of a share of the Registrant's common stock for the 15
consecutive trading days before the determination date, with a minimum
value of $26 per share and a maximum value of $34. In connection with
the issuance of common stock in this transaction, the Registrant is
relying on an exemption from registration provided under Section 4(2)
of the Securities Act of 1933, as amended, which exemption the
Registrant believes will be available due to the closely held nature of
the Peoples Bancorp common stock.
The Agreement contains representations and warranties that the
Registrant and Peoples Bancorp made to each other. These
representations and warranties were made only for the purposes of the
Agreement and solely for the benefit of the Registrant and Peoples
Bancorp as of specific dates, may be subject to important limitations
and qualifications agreed to by the Registrant and Peoples Bancorp and
included in confidential disclosure schedules provided by the
Registrant and Peoples Bancorp in connection with the signing of the
Agreement, and may not be complete. Furthermore, these representations
and warranties may have been made for the purposes of allocating
contractual risk between the Registrant and Peoples Bancorp instead of
establishing these matters as facts, and may or may not have been
accurate as of any specific date and do not purport to be accurate as
of the date of the filing of the Agreement by the Registrant with the
Securities and Exchange Commission. Accordingly, no third party should
rely upon the representations and warranties contained in the Agreement
as characterizations of the actual state of facts, since they were
intended to be for the benefit of, and to be limited to, the Registrant
and Peoples Bancorp.
Buckner Woodford, Chairman of the Board and a director of the
Registrant, is also director of Peoples Bank (Sandy Hook, Kentucky),
the wholly-owned bank subsidiary of Peoples Bancorp.
The above is a brief summary of the significant provisions of the
Agreement. This summary is not complete and is qualified in its
entirety by reference to the copy of the Agreement attached as Exhibit
2.l to this Current Report on Form 8-K and incorporated by reference
herein.
Attached as Exhibit 99.1 hereto is a Press Release which the
Registrant and Peoples Bancorp released on February 24, 2006 announcing
the transaction.
Item 3.02. Unregistered Sales of Equity Securities
The information set forth in response to Item 1.01 is
incorporated by reference herein.
EXHIBIT INDEX
Item No. Description
2.1 Agreement and Plan of Merger dated February 24, 2006
among the Registrant, Peoples Bancorp of Sandy Hook,
Inc., Bancshares Subsidiary, Inc., Kentucky Bank and
Peoples Bank (Sandy Hook, Kentucky)
99.1 Press Release dated February 24, 2006 announcing
anticipated acquisition of Peoples Bancorp of Sandy
Hook, Inc.
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 thereunto duly authorized.
KENTUCKY BANCSHARES, INC.
Date: February 24, 2006 By /s/ Gregory J. Dawson___
Gregory J. Dawson
Chief Financial Officer