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
October 11, 1996
(Date of earliest event reported)
Fidelity Financial of Ohio, Inc.
(Exact name of registrant as specified in its charter)
Ohio 0-27868 31-1455721
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) No.)
4555 Montgomery Road, Cincinnati, Ohio 45212
(Address of principal executive offices) (Zip Code)
(513) 351-6666
(Registrant's telephone number, including area code)
Not Applicable
Former name, former address and former fiscal year, if changed since last
report)
Exhibit Index appears on page 5.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On October 11, 1996, following receipt of all required regulatory
and stockholder approvals, Fidelity Financial of Ohio, Inc. ("FFOH")
completed the acquisition of Circle Financial Corporation ("CFC") pursuant
to an Amended and Restated Agreement of Merger, dated as of June 13, 1996,
among FFOH, Fidelity Acquisition Corporation ("FAC"), a wholly-owned
subsidiary of FFOH, and CFC. The acquisition was effected by means of the
merger of CFC with and into FAC (the "Merger"). Upon consummation of the
Merger, each share of common stock, $1.00 par value per share, of CFC ("CFC
Common Stock") outstanding immediately prior thereto was converted into the
right to receive, at the election of the holder thereof, $38.00 in cash or
3.85 shares of common stock, $0.10 par value per share, of FFOH ("FFOH
Common Stock") (or under certain circumstances, a combination of cash and
shares of FFOH Common Stock), subject to the condition that the aggregate
amount of cash consideration paid to CFC shareholders did not exceed nor
constitute less than 45% of the total consideration paid for the CFC Common
Stock by FFOH. FFOH's source of funds for the aggregate cash consideration
paid to shareholders of CFC were dividends paid by Fidelity Federal Savings
Bank, a federally chartered savings bank and a wholly owned subsidiary of
FAC (the "Bank"), to FFOH.
In addition, pursuant to the terms of an Amended and Restated Agreement
of Merger, dated as of June 13, 1996, between the Bank and People's Savings
Association, an Ohio-chartered savings association and a wholly owned
subsidiary of CFC (the "Association"), upon consummation of the Merger, the
Association merged with and into the Bank.
(b) The physical property acquired in connection with the acquisition
of CFC was used by CFC in the conduct of its business as a thrift holding
company. FFOH intends to continue such use.
For additional information, reference is made to Item 7 below:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) The following consolidated financial statements of CFC are
incorporated by reference to the Report on Form 10-KSB for the year ended
June 30, 1996 filed by CFC with the Securities and Exchange Commission on
September 23, 1996:
Consolidated Statements of Financial Condition - June 30, 1996 and
1995
Consolidated Statements of Income - Years ended June 30, 1996, 1995
and 1994
Consolidated Statements of Stockholders' Equity - Years ended June
30, 1996, 1995 and 1994
Consolidated Statements of Cash Flows - Years ended June 30, 1996,
1995 and 1994
Notes to Consolidated Financial Statements
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(b) Pro forma financial information is not available as of the date of
this report on Form 8-K. Pro forma financial information will be filed by
amendment as soon as practicable, but in no event later than 60 days after
this report for Form 8-K must be filed.
(c) The following exhibit is filed with this report.
Number Description
20 Press Release, issued on October 11, 1996 with
respect to the consummation of the Merger
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
FIDELITY FINANCIAL OF OHIO, INC.
Date: October 11, 1996 By: /S/ JOHN R. REUSING
John R. Reusing
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
20 Press Release issued on October 11, 1996 with
respect to the consummation of the Merger
PRESS RELEASE
Fidelity Financial of Ohio, Inc.
4555 Montgomery Road
Cincinnati, Ohio 42512
(513) 351-6666
Contact: John R. Reusing
October 11, 1996. Fidelity Financial of Ohio, Inc. ("Fidelity")
announced today the completion of the acquisition of Circle Financial
Corporation ("CFC") pursuant to the merger of CFC with and into a
subsidiary of Fidelity, and the subsequent merger of People's Savings
Association, a wholly owned subsidiary of CFC, with and into Fidelity
Federal Savings Bank, a wholly owned subsidiary of Fidelity (collectively,
the "Merger"). In connection with the Merger, each shareholder of CFC will
receive $38.00 in either cash or 3.85 shares of Fidelity Common Stock (or
under certain circumstances, a combination of cash and shares of Fidelity
Common Stock) in exchange for each share of his or her CFC Common Stock,
provided that the aggregate amount of cash consideration paid to CFC
shareholders will neither exceed nor be less than 45% of the total
consideration paid for the CFC Common Stock by Fidelity. The total
approximate value of the consideration to be paid to CFC shareholders is
expected to amount to $27.2 million. Fidelity and CFC had previously
received all applicable regulatory and shareholder approvals.
As a result of the Merger, Fidelity will have approximately $493.7
million in consolidated assets and $66.3 million in consolidated
stockholders' equity and will operate 10 offices in the greater Cincinnati
area.
John R. Reusing, President and Chief Executive Officer of Fidelity,
stated, "We are delighted with the acquisition of CFC. CFC is a well
capitalized and profitable institution with a strong market presence in
Hamilton County." Mr. Reusing went on to state that, "Fidelity's
acquisition of CFC combines two community banks with very similar customer
service strategies and will permit Fidelity to continue to grow and enhance
shareholder value."
Fidelity is an Ohio-chartered thrift holding company which had total
consolidated assets of $251.2 million, total consolidated liabilities of
$200.1 million and total consolidated stockholders' equity of $51.1 million
as of June 30, 1996. The Fidelity Common Stock is quoted on the Nasdaq
National Market under the symbol "FFOH."
