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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) August 25, 2000
DELPHOS CITIZENS BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-12141 34-1840187
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(State or other Jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
114 East Third Street, Delphos, OH 45833
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(Address of principal executive offices)
(419) 692-2010
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
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On August 25, 2000, United Bancshares, Inc. ("UBI") and Delphos Citizens
Bancorp, Inc. ("Delphos"), entered into an Affiliation Agreement (the
"Affiliation Agreement") pursuant to which Delphos will merge with and into UBI.
As a result of the merger, Citizens Bank of Delphos will become a wholly owned
subsidiary of UBI. The Affiliation Agreement is filed as Exhibit 2.1 hereto and
is incorporated herein by reference.
Pursuant to the terms of the Affiliation Agreement, each share of Delphos
common stock, $0.01 par value per share, issued and outstanding at the effective
time of the merger, will become and be converted into the right to receive .8749
of a share of UBI common stock, par value $.01 per share, and $5.41 in cash.
If the price of UBI common stock during a measurement period prior to
closing is less than $9.20 and the number obtained by dividing AMVPS by $11.50
is less than 90% of the quotient obtained from dividing the Nasdaq Bank Stock
Index on the 5th day prior to the Effective Time by the Nasdaq Bank Stock Index
on the date of the Affiliation Agreement, Delphos has the right to terminate the
Affiliation Agreement unless UBI elects to increase the cash portion of the
merger consideration. In that case, the cash portion of the merger consideration
will equal the difference between $13.46 and the product of AMVPS and .8749.
The merger will be structured as a tax-free reorganization and will be
accounted under the purchase method of accounting. Consummation of the merger is
subject to various conditions, including the approval of the shareholders of UBI
and Delphos and the receipt of all requisite regulatory approvals.
Following consummation of the merger, the Board of Directors of UBI will
have twelve members and will be composed of eight members of UBI's current Board
of Directors and three members of Delphos' current Board of Directors as well as
the Chief Executive Officer of the Citizens Bank of Delphos.
The summary of the Affiliation Agreement is not complete and is qualified
in its entirety by reference to the complete text of such documents filed as an
exhibit herewith and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
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Exhibit 2.1 Affiliation Agreement, dated as of August 25, 2000, by and between
United Bancshares, Inc. and Delphos Citizens Bancorp, Inc.
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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 hereunto duly authorized.
DELPHOS CITIZENS BANCORP, INC.
Dated: August 29, 2000 By: /s/ Joseph R. Reinemeyer
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Joseph R. Reinemeyer
President and Chief Executive Officer
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