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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
March 19, 1999
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(Date of earliest event reported)
Fidelity Financial of Ohio, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 0-27868 31-1455721
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(State or other jurisdiction (Commission File Number) IRS Employer
of incorporation) Identification No.)
5535 Glenway Avenue, Cincinnati, Ohio 45238
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(Address of principal executive offices) (Zip Code)
(513) 922-5959
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(Registrant's telephone number, including area code)
4555 Montgomery Road, Cincinnati, Ohio 45212
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(Former name, former address and former fiscal year, if changed since last
report)
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Item 2. Acquisition or Disposition of Assets
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(a) On March 19, 1999, following receipt of all required regulatory and
stockholder approvals, Fidelity Financial of Ohio, Inc. ("Fidelity") completed
the merger of equals with Glenway Financial Corporation ("Glenway") pursuant to
an Agreement of Merger, dated as of September 28, 1998, among Fidelity, Fidelity
Acquisition Corporation ("Merger Corporation"), a wholly owned subsidiary of
Fidelity, and Glenway. The merger of equals was effected by means of the merger
of Glenway into Merger Corporation (the "Merger"). As a result of the
Merger, each shareholder of Glenway will receive 1.50 shares of Fidelity common
stock in exchange for each share of Glenway common stock and cash in lieu of
fractional shares.
In addition, pursuant to the terms of an Agreement of Merger, dated as of
September 28, 1998, between Fidelity Federal Savings Bank, a federally
chartered savings bank and a wholly owned subsidiary of Merger Corporation
("Fidelity Bank"), and Centennial Savings Bank, an Ohio-chartered savings
bank and a wholly owned subsidiary of Glenway ("Centennial Bank"), upon
consummation of the Merger, Fidelity Bank merged with and into Centennial Bank.
(b) The physical property acquired in connection with the merger of equals
of Glenway was used by Glenway in the conduct of its business as a thrift
holding company. Fidelity 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
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(a) The following consolidated financial statements of Glenway are
incorporated by reference to the Report on Form 10-KSB for the year ended June
30, 1998 filed by Glenway with the Securities and Exchange Commission
("Commission") on September 28, 1998, as amended on February 16, 1999 and March
1, 1999:
Report of Independent Certified Public Accountants
Consolidated Statements of Financial Condition - June 30, 1998 and
1997
Consolidated Statements of Earnings - Years ended June 30, 1998, 1997,
and 1996
Consolidated Statements of Stockholders' Equity - Years ended June 30,
1998, 1997 and 1996
Consolidated Statements of Cash Flows - Years ended June 30, 1998,
1997 and 1996
Notes to Consolidated Financial Statements
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In addition, the following unaudited consolidated financial statements of
Glenway are incorporated by reference to the Report on Form 10-QSB for the
quarter ended December 31, 1998 filed by Glenway with the Commission on February
16, 1999:
Consolidated Statements of Financial Condition - December 31, 1998 and
June 30, 1998
Consolidated Statements of Earnings - Six and three months ended
December 31, 1998 and 1997
Consolidated Statements of Comprehensive Income - Six and three months
ended December 31, 1998 and 1997
Consolidated Statements of Cash Flows - Six months ended December 31,
1998 and 1997
Notes to Consolidated Financial Statements
(b) Pro forma information was previously filed by Fidelity on December 18,
1998 in its Registration Statement on Form S-4 (File No. 333-69293) under "Pro
Forma Combined Consolidated Financial Information" contained in the
Prospectus/Joint Proxy Statement.
(c) The following exhibit is filed with this Report:
Exhibit 99.1 Press Release, dated March 19, 1999
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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 thereunto duly authorized.
FIDELITY FINANCIAL OF OHIO, INC.
By: /s/ John R. Reusing
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Name: John R. Reusing
Title: Chairman of the Board
Date: March 23, 1999
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Exhibit 99.1
PRESS RELEASE
DATED
MARCH 19, 1999
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Corporate Headquarters:
5535 Glenway Avenue
Cincinnati, OH 45238
Phone: (513) 922-5959
FIDELITY FINANCIAL OF OHIO, INC. Facsimile: (513) 922-3024
For Immediate Release
March 19, 1999
For more information contact:
Fidelity Financial of Ohio, Inc.
5535 Glenway Avenue
Cincinnati, OH 45238
(513) 922-5959
Contact: Paul D. Staubach
Gregory P. Niesen
MERGER OF EQUALS
Fidelity Financial of Ohio, Inc. ("Fidelity") (Nasdaq National Market:
FFOH) announced today the completion of the merger of equals with Glenway
Financial Corporation ("Glenway") and the subsequent merger of Fidelity Federal
Savings Bank, a wholly owned subsidiary of Fidelity, into Centennial Savings
Bank, a wholly owned subsidiary of Glenway.
Each shareholder of Glenway will receive 1.50 shares of Fidelity common
stock in exchange for each share of Glenway common stock and cash in lieu of
fractional shares.
At December 31, 1998, Fidelity had consolidated assets of $519.2 million
and total stockholders' equity of $67.6 million. At December 31, 1998, Glenway
had consolidated assets of $295.5 million and total stockholders' equity of
$30.7 million. As a result of the merger of equals, Centennial Bank will have
approximately $815 million in consolidated assets and will operate 15 branches
in Southwestern Ohio. Following the merger of equals and based on asset size,
Centennial Bank will be the largest savings institution headquartered in
Hamilton County.
John R. Reusing, Chairman of the Board of Fidelity and President of
Centennial Bank, commented: "We are delighted with the merger of equals with
Glenway. Glenway is a well capitalized and profitable institution with a strong
market presence in Hamilton County." Mr. Reusing went on to state that, "The
merger of equals of Fidelity and Glenway will combine two community banks with
very similar customer service strategies and will permit Fidelity to continue to
grow and enhance shareholder value."
Robert R. Sudbrook, President and Chief Executive Officer of Fidelity and
Chairman of the Board and Chief Executive Officer of Centennial Bank, stated:
"We are excited about the opportunities this merger presents to the
shareholders, employees and customers of both companies and we look forward
to taking advantage of the combined company's increased market share and
enhanced infrastructure to expand and diversity Centennial Bank's loan and
deposit products."
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