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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Date of Report (Date of earliest event reported) March 29, 1996
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Security Banc Corporation
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(Exact name of registrant as specified in its charter)
OHIO 0-13655 31-1133284
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(State of Jurisdiction (Commision File Number) (IRS Employer
of Incorporation) Identification No.)
40 S. Limestone St. Springfield OH 45502
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(Address of principal executive offices)
Registrant's telephone number, including area code:
N/A
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(Former name of former address, if changed since last report)
Date of report: March 29, 1996
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ITEM 3. ACQUISITION OR DEPOSITION OF ASSETS
On March 14, 1996 Registrant entered into a definitive merger agreement to
merge with CitNat Bancorp, Inc., Urbana, Ohio. Refer to attached exhibit which
details the merger.
Exhibit 3.a. -- Press Release
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 hereunto duly authorized.
Security Banc Corporation
Dated: March 29, 1996 J. WILLIAM STAPLETON
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J. William Stapleton
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Exhibit 3a
NEWS RELEASE
FOR FURTHER INFORMATION CONTACT: FOR IMMEDIATE RELEASE
Glenda S. Greenwood
Director of Marketing
Security National Bank
40 S. Limestone Street
Srpingfield, OH 45502
(513) 324-6800 / 372-9211
(513) 324-6861 FAX
(513) 390-3465 Residence
Security Banc Corporation, Springfield, Ohio and CitNat Bancorp, Inc., Urbana,
Ohio, jointly announced today the signing of a definitive merger Agreement for
CitNat Bancorp, Inc. to merge with Security. Under the terms of the Merger
Agreement, shareholders of CitNat Bancorp will receive 2.1842 common shares of
Security for each CitNat Bancorp common share. The companies expect the merger
to be completed during the third quarter of 1996.
Harry O. Egger, President, Chairman and Chief Executive Officer of Security
said "We are delighted that CitNat Bancorp, Inc. and Citizens National Bank are
joining our organization. We are excited about extending our banking market
north into Champaign County and the opportunities that exist to grow further
Citizen's market areas. More importantly, the common philosophy of our two
community banking organizations is to provide the best personalized banking
services to all of our communities and customers. The communities of Urbana,
Mechanicsburg, North Lewisburg and Plain City, which are currently being served
by Citizens will continue to play a prominent part in the future of our
organization." These offices will continue to be branches of Citizens National
Bank.
James R. Wilson, President and Chief Executive Officer of CitNat Bancorp, Inc.
said, "In order to best represent the interests of all our shareholders, the
many communities and the staff, the Directors evaluated our ownership options.
When it became apparent that the advantages of formulating a transaction with
Security Banc Corporation clearly outweighed the long term prospects of total
independence, the Directors agreed that the transaction was very desirable.
Security National Bank and Trust Co. and The Citizens National Bank represent a
near perfect fit and will operate as separate subsidiaries of Security Banc
Corporation.
Security Banc Corporation's approach toward price, method and payment and
future strategy for The Citizens National Bank was most encouraging. Utilizing
an excellent legal firm and professional banking firm, the CitNat Bancorp
Directors were able to approve a superb transaction. On March 14, 1996, the
CitNat Bancorp Board of Directors approved the definitive Merger Agreement.
Security Banc Corporation's plan is to encourage The Citizens National Bank's
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NEWS RELEASE
FOR FURTHER INFORMATION CONTACT: FOR IMMEDIATE RELEASE
Glenda S. Greenwood
Director of Marketing
Security National Bank
40 S. Limestone Street
Srpingfield, OH 45502
(513) 324-6800 / 372-9211
(513) 324-6861 FAX
(513) 390-3465 Residence
page two
growth as a commercial bank existing with its present charter. The Citizens
National Bank will retain its original bank charter and original bank name.
The employees will retain their present positions and the bank will continue to
operate under the direction of its present Board of Directors. The Board of
Directors is confident that this affiliation will provide for the continuation
of sucessful operations of the bank and an improved customer service capability
for our clientele.
The transaction is subject to approval by regulatory agencies and CitNat
Bancorp, Inc. shareholders.
As of December 31, 1995, Security had total assets of $536 million and
stockholders equity of $72.8 million. Security's subsidiary, The Security
National Bank and Trust Company operates 14 banking offices in Springfield and
other communities within Clark and Greene counties.
As of December 31, 1995, CitNat Bancorp, Inc. reported total assets of $140
million and total stockholders equity of $17.5 million. CitNat Bancorp, Inc.,
through its subsidiary, The Citizens National Bank of Urbana, operates six
offices in Champaign and Madison counties.
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