[BANK OF KENTUCKY LOGO] N E W S R E L E A S E
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THE BANK OF KENTUCKY, INC. EXECUTES DEFINITIVE
AGREEMENT TO ACQUIRE CERTAIN ASSETS AND LIABILITIES OF
PEOPLES BANK OF NORTHERN KENTUCKY
FLORENCE, KENTUCKY, September 26, 2002 - The Bank of Kentucky, Inc., a wholly
owned subsidiary of The Bank of Kentucky Financial Corporation (OTC:BKYF)
announced today that it executed a definitive agreement with Peoples Bank of
Northern Kentucky to purchase certain assets and assume certain liabilities of
Peoples Bank.
Under the terms of the agreement, The Bank of Kentucky will purchase all of the
branches and ATMs of Peoples Bank and will purchase certain deposits, loans and
real estate. The Bank of Kentucky will not purchase any loans made to Xxxxxxx
Xxxxxxxxx, the Xxxxxxxxx Company or any affiliate thereof. The Bank of Kentucky
will only assume the deposit liabilities of Peoples Bank and certain expressly
defined liabilities directly related to the assets to be purchased.
"It is with a great deal of excitement and anticipation that we take this next
step," said The Bank of Kentucky President and CEO, Xxxxxx X. Xxxx. "I look
forward to welcoming Peoples Bank customers and employees into The Bank of
Kentucky family."
Immediately prior to executing the definitive Asset Purchase Agreement, Peoples
Bank entered into a settlement agreement with the class of plaintiffs in
Xxxxxxxx, et al. x. Xxxxxxx Bank of Northern Kentucky, the class action case
pending in the Xxxxx County Circuit Court in the Commonwealth of Kentucky. That
settlement, which remains subject to court approval, provides for the creation
of an escrow account to pay for the release of all liens that are the subject of
the Xxxxxxxx case. The Bank of Kentucky will fund the escrow account, on behalf
of Peoples Bank, as part of the consideration for this transaction. Peoples Bank
will pay the plaintiffs' legal fees and expenses.
"This is great news for Peoples Bank's customers and employees and great news
for the homeowners trying to regain the titles to their homes," said Xxxxxx
Xxxxxxx, President and Chief Executive Officer, Peoples Bank.
The acquisition is subject to regulatory approval, the approval of the
shareholders of the parent company of Peoples Bank, the Xxxxx County Circuit
Court's approval of the settlement of the Xxxxxxxx case described above and
other normal contingencies. Peoples Bank and Xxxx Xxxxxxx, counsel for the class
of plaintiffs in the Xxxxxxxx case, have agreed to seek prompt approval of their
settlement agreement by the Xxxxx County Circuit Court and Peoples Bank will
promptly seek shareholder approval.
The parties expect that regulatory approval will be granted before year-end.
-more-
The Bank of Kentucky/Peoples Bank
Sign Definitive Agreement
September 26, 2002
Page 2
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Upon consummation of this agreement, The Bank of Kentucky expects to have more
than 200 employees, $725 million in assets, $600 million in deposits, 25
branches and 37 ATMs servicing Boone, Campbell, Grant and Kenton counties in
Northern Kentucky.
This news announcement contains certain forward looking statements that are
based upon current expectations and involve certain risks and uncertainties
within the meaning of the United States Private Securities Litigation Reform Act
of 1995. Such statements include but are not limited to statements about the
benefits of the transaction, The Bank of Kentucky Financial Corporation's plans,
objectives, expectations and intentions and other statements that are not
historical fact, including words or expressions such as "intend" or "expect" or
variations of such words and similar expressions.
The following factors, among others could cause actual results to differ from
those set forth in the forward looking statements: the ability to obtain
governmental approvals of the transaction on the proposed terms and schedule;
the risk that the assets will not be integrated successfully, the risk that the
revenue synergies and cost savings from the transaction may not be fully
realized or may take longer to realize than expected, disruptions in the
transaction may make it difficult to maintain relationships with clients, and
the risk of new and changing regulation in the United States.
Additional factors that could cause The Bank of Kentucky Financial Corporation's
results to differ materially from those described in the forward looking
statements can be found in the reports filed with the U.S. Securities and
Exchange Commission. Several factors may have an impact on these statements
including economic changes and, accordingly, The Bank of Kentucky Financial
Corporation's actual performance and results may vary from those stated herein.
The Bank of Kentucky Financial Corporation undertakes no obligation to update
the information contained herein.
About The Bank of Kentucky
The Bank of Kentucky Financial Corporation (OTC: BKYF), a Florence,
Kentucky-based financial institution with $535 million in assets and $456
million in deposits, is the holding company for its lead bank, The Bank of
Kentucky. With 17 branch offices and 29 ATMs, The Bank of Kentucky is
principally engaged in the business of accepting consumer and commercial
deposits and using these deposits to fund residential and non-residential real
estate loans, and commercial, consumer, construction and land development loans
in the fast-growing Boone, Campbell, Grant and Kenton Counties of Northern
Kentucky. More information about The Bank of Kentucky can be found at
xxx.xxxxxxxx.xxx.
About Peoples Bank of Northern Kentucky
Peoples Bank of Northern Kentucky was founded in 1992 to offer a service-based
alternative to large, regional banks in Northern Kentucky. In just 10 years,
Peoples Bank has grown to more than $200 million in assets with eight locations,
including Crestview Hills, Crescent Springs, Edgewood, Ft. Xxxxxx, Hebron,
Independence, Richwood and Highland Heights.
For additional information, please contact:
The Bank of Kentucky
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Xxxxxx X. Xxxx
Senior Vice President, Retail Banking Group
(000) 000-0000
xxxxx@xxxxxxxx.xxx
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