SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 15, 1997
Star Banc Corporation
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(Exact name of registrant as specified in its charter)
Ohio 0-7601 31-0838189
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
425 Walnut Street, Cincinnati, Ohio 45202
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(Address of principal executive offices)
(513) 632-4000
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(Registrant's telephone number, including area code)
This document contains 4 pages.<PAGE>
ITEM 5. OTHER EVENTS
On September 15, 1997, Star Banc Corporation, an Ohio cor-
poration ("Star"), issued a press release announcing the sign-
ing of a definitive agreement providing for the merger of Great
Financial Corporation, a Delaware corporation ("Great Finan-
cial"), with and into Star. A copy of the press release has
been previously filed as Exhibit 99.1 to the 8-K dated as of
September 15, 1997.
On September 15, 1997, Star entered into an Agreement and
Plan of Merger (the "Merger Agreement") with Great Financial
pursuant to which Great Financial will merge with and into Star
(the "Merger"). In accordance with the terms of the Merger
Agreement, each share of Great Financial common stock, par
value $.01 per share ("Great Financial Common Stock"), out-
standing immediately prior to the effective time of the Merger
(the "Effective Time") will be converted into the right to re-
ceive, at the election of the holder thereof, either (i) 0.949
of a share of Star common stock, par value $5.00 per share
("Star Common Stock"), and the associated preferred share pur-
chase rights under Star's Rights Agreement, dated October 27,
1989, or (ii) $44.00 in cash, provided that the aggregate num-
ber of shares of Great Financial Common Stock that shall be
converted in the Merger into the right to receive Star Common
Stock shall equal seventy percent of the issued and outstanding
shares of Great Financial Common Stock immediately prior to the
Effective Time. <PAGE>
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.
STAR BANC CORPORATION
Date: September 26, 1997 By: /s/ Jerry A. Grundhofer
Name: Jerry A. Grundhofer
Title: Chairman, President
& Chief Financial Officer<PAGE>
EXHIBIT INDEX
Exhibit 99.1 Press Release dated September 15, 1997 announc-
ing the signing of a definitive merger agreement
with Great Financial Corporation.*
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* Previously filed.
