JFBI Jefferson Bancshares, Inc. (MM)

  

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): May 27, 2014

 

 

JEFFERSON BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

 

Tennessee	0-50347	45-0508261
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

 

120 Evans Avenue, Morristown, Tennessee 37814

(Address of principal executive offices, including zip code)

 

 

Registrant’s telephone number, including area code: (423) 586-8421

 

Not Applicable

(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 (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))

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders

 A special meeting of the shareholders of Jefferson Bancshares, Inc. (the “Company”), the holding company for Jefferson Federal Bank, was held on May 27, 2014. The matters considered and voted on by the shareholders at the special meeting, and the vote of the shareholders, were as follows:

 

1.

The proposal to approve the Agreement and Plan of Merger, dated as of January 22, 2014, by and between the Company and HomeTrust Bancshares, Inc. was approved by the shareholders by the following vote:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
4,693,526	413,685	3,825	36,034

 

2.

The proposal to approve, on a non-binding advisory basis, the compensation that may become payable to certain executive officers of the Company in connection with the merger of the Company and HomeTrust Bancshares, Inc. was approved by the shareholders by the following vote:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
4,391,601	680,059	39,376	36,034

 

Item 8.01

Other Events

 On May 27, 2014, the Company and HomeTrust Bancshares issued a joint press release announcing that the Company’s shareholders had approved the merger of the Company with and into HomeTrust Bancshares and that HomeTrust Bancshares had received all regulatory approvals required for the Company and HomeTrust Bancshares to complete the merger. A copy of the joint press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

 

	(d)	Exhibits
	Number		Description
	99.1		Joint Press Release Dated May 27, 2014

 

 

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.

 

	JEFFERSON BANCSHARES, INC.
Dated:   May 27, 2014	By:	/s/ Anderson L. Smith
		Anderson L. Smith
		President and Chief Executive Officer

 

 

Jefferson Bancshares, Inc. 8-K

Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE

 

Contact for HomeTrust Bancshares, Inc.:		Dana L. Stonestreet
		President and Chief Executive Officer
		(828) 259-3939
Contact for Jefferson Bancshares, Inc.:		Anderson L. Smith
		President and Chief Executive Officer
		(423) 586-8421

 

HOMETRUST BANCSHARES, INC. AND JEFFERSON BANCSHARES, INC.

ANNOUNCE SHAREHOLDER AND REGULATORY

APPROVAL OF MERGER WITH HOMETRUST BANCSHARES, INC.

 

Asheville, North Carolina and Morristown, Tennessee, May 27, 2014 — HomeTrust Bancshares, Inc. (Nasdaq: HTBI) and Jefferson Bancshares, Inc. (Nasdaq: JFBI) announced jointly today that Jefferson Bancshares’ shareholders have overwhelmingly approved the previously announced merger of the Company with and into HomeTrust Bancshares, Inc. In addition, HomeTrust Bancshares has received all regulatory approvals required for the completion of the merger. The merger is expected to become effective as of May 31, 2014, subject to the satisfaction of customary closing conditions. Based on a May 31, 2014 effective date, each shareholder of the Company will receive merger consideration consisting of $4.00 in cash and .2661 shares of HomeTrust Bancshares common stock for each share of Company common stock owned as of the effective date.

 

About HomeTrust Bancshares, Inc.

 

HomeTrust Bancshares is the holding company for HomeTrust Bank, including its banking divisions – HomeTrust Bank, Tryon Federal Bank, Shelby Savings Bank, Home Savings Bank, Industrial Federal Bank, Cherryville Federal Bank and Rutherford County Bank. With $1.6 billion in assets as of March 31, 2014, the community-oriented financial institution offers traditional financial services within its local communities through its 22 full service offices in Western North Carolina, including the Asheville metropolitan area, the “Piedmont” region of North Carolina, and Greenville, South Carolina.

 

 

About Jefferson Bancshares, Inc.

 

Jefferson Bancshares, Inc. is the holding company for Jefferson Federal Bank, a Tennessee-chartered savings bank headquartered in Morristown, Tennessee. Jefferson Federal Bank is a community oriented financial institution offering traditional financial services with offices in Hamblen, Knox, Washington and Sullivan Counties, Tennessee. Jefferson Bancshares’ stock is listed on the NASDAQ Global Market under the symbol “JFBI.” More information about Jefferson Bancshares and Jefferson Federal Bank can be found at its website: www.jeffersonfederal.com.

 

Forward-Looking Statements

 

This news release contains certain forward-looking statements about the proposed merger of Jefferson Bancshares and HomeTrust Bancshares. These statements include statements regarding the anticipated effective date of the transaction. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include delays in completing the merger and other risks and uncertainties disclosed from time to time in documents that Jefferson Bancshares and HomeTrust Bancshares file with the Securities and Exchange Commission. For any forward-looking statements made in this press release or in any documents, Jefferson Bancshares and HomeTrust Bancshares claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.