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
FEBRUARY 6, 1998
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
STAR BANC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 0-7601 31-083189
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
425 WALNUT STREET, CINCINNATI, OHIO 45202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(513) 632-4000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 2. OTHER EVENTS
The information set forth under Item 5, below, is incorporated by
reference herein in its entirety.
ITEM 5. OTHER EVENTS
On February 6, 1998, Star Banc Corporation, an Ohio corporation
("Star"), announced that it had completed its acquisition of Great Financial
Corporation, a Delaware corporation ("Great Financial"). Star completed the
merger of Great Financial with and into Star (the "Merger"), pursuant to the
terms of the Agreement and Plan of Merger, dated as of September 15, 1997 by and
among Great Financial and Star.
A copy of Star's press release dated February 6, 1998 announcing
completion of the Merger is filed as Exhibit 99.1 hereto and is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
The required disclosure will be made by an amendment to this Form
8-K on a date not later than 60 days after the date that this initial report on
Form 8-K must be filed.
(b) Pro Forma Financial Information.
The required disclosure will be made by an amendment to this Form
8-K on a date not later than 60 days after the date that this initial report on
Form 8-K must be filed.
(c) Exhibits.
The following exhibits are filed with this report:
Exhibit No. Description
99.1 Press Release dated February 6, 1998.
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SIGNATURE
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 hereto duly authorized.
STAR BANC CORPORATION
Date: February 18, 1998 By: /s/ David M. Moffett
--------------------
Name: David M. Moffett
Title: Executive Vice President
& Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated February 6, 1998.
Exhibit 99.1
STAR BANC CORPORATION COMPLETES GREAT FINANCIAL CORPORATION ACQUISITION
LOUISVILLE, Ky.--(BUSINESS WIRE)--Feb. 6, 1998--At the close of business today,
Friday, February 6, Star Banc Corporation (NYSE:STB - news) will complete the
acquisition of Great Financial Corporation (NASDAQ:GTFN news). On Saturday,
February 7, all 45 former Great Financial banking offices will reopen as Star
Bank full-service banking locations. The acquisition of Great Financial makes
Star the fourth largest bank in Kentucky with 68 full-service banking locations.
Star now has 325 full-service banking locations in Ohio, Kentucky and Indiana
with approximately $14 billion in total assets.
Jerry A. Grundhofer, chairman, president and chief executive officer of Star
Banc Corporation, noted, "Star is pleased to welcome our newest customers and
shareholders to our organization. We look forward to introducing our new
customers to Star Bank's 'Five Star Service Guarantee,' our '24-Hour Banking
System,' and other industry-leading consumer, commercial and trust financial
services and products. Combining with Great Financial gives Star the opportunity
to attract new customers and further extend our platform of services into
geographic regions which are natural extensions of our existing Kentucky
franchise. This transaction meets all our acquisition criteria and is
immediately accretive to earnings. We welcome the opportunity to extend to Great
Financial markets our commitment to giving customers what they want, when they
want it and on their own terms."
The acquisition of Great Financial will add more than 200,000 new households and
approximately $2 billion in deposits to Star Bank. Also, Star will add 107 new
Super ATM locations in the Greater Louisville, Western Kentucky and Central
Kentucky markets. This is triple the number of ATMs available to Great Financial
customers, prior to the acquisition.
The 45 branches involved in the acquisition, including seven full service
in-store branches, will create three new Star Bank regions, Greater Louisville
with 22 banking offices, Central Kentucky with 12 banking offices and Western
Kentucky with 11 banking offices. There are now Star Bank full-service locations
in the following Kentucky Counties: Boone, Kenton, Campbell, Jefferson, Shelby,
Hardin, Hancock, Daviess, McLean, Henderson, Carroll, Pendleton, Fayette,
Madison, Estill, Washington, Marion, Boyle and Barren. Also, Star Bank now has
offices in Floyd County, Indiana, as a result of the acquisition.
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The three new Star Bank regions will be led by the following executives: John T.
Taylor, executive vice president and regional chairman for the Greater
Louisville metro market; L. Dean Rodney, regional president of the Western
Kentucky region; and David M. Hall, regional president of the Central Kentucky
region.
This acquisition also gives Star the opportunity to build on Great Financial's
highly successful consumer, mortgage banking, commercial lending and private
banking presence in the Greater Louisville, Central and Western Kentucky
markets. Star will now provide customers a broader mix of consumer, commercial
and trust financial products and services in an expanded geographic territory.
Star products and services include commercial lending, consumer banking, trust
and investment services, private banking, international banking, credit card
services, cash management, merchant services, equipment finance, structured
capital, corporate and residential real estate and more.
As announced on September 15, 1997, Star acquired Great Financial for stock and
cash with the value of the transaction being approximately $641 million. The
terms of the agreement called for 70 percent of the outstanding Great Financial
shares to be exchanged for common shares of Star Banc stock at an exchange ratio
of 0.949 Star Banc share for each Great Financial share. The remaining 30
percent of Great Financial shares were exchanged for $44 in cash for each share.
The merger was structured as a tax-free exchange for shareholders receiving
stock, and was accounted for as a purchase transaction.
Star Bank, a leader in high quality customer service and relationship banking
was the first bank in the U.S. to offer a fully integrated 24-Hour Banking
System in 1995. Star's 24-Hour Banking System includes branch banking,
voice-activated phone banking, PC banking, super ATMs, screen phone banking,
video kiosk banking and Internet banking. Star Bank Internet Banking is now
available to customers through a state-of-the-art on-line real time system which
enables customers to access their total banking relationship, at no charge,
through their personal computer. In 1996, Star Bank was the first to offer its
Five Star Service Guarantee which assures customers of certain key banking
benefits or the customer will be paid for that inconvenience. Star Bank's
Internet address is http://www.starbank.com. Star Bank was founded in 1863.
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