RURBAN FINANCIAL CORP
8-K, 1997-03-14
STATE COMMERCIAL BANKS
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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


Date of Report (Date of earliest event reported) December 9, 1996


                             RURBAN FINANCIAL CORP.
________________________________________________________________________________
             (Exact name of registrant as specified in its charter)


     Ohio                     0-13507                  34-1395608
_______________           ________________        ____________________
(State or other           (Commission File           (IRS Employer
jurisdiction of                Number)            (Identification No.)
incorporation)


                    401 Clinton Street, Defiance, Ohio 43512
________________________________________________________________________________
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code (419) 782-8950)


                                 Not Applicable
________________________________________________________________________________
         (Former name or former address, if changed since last report.)



                            Exhibit Index at Page 2.

                                Page 1 of 3 Pages


<PAGE>


Item 5.    Other Events.

     On December  9, 1996,  the Board of  Directors  of Rurban  Financial  Corp.
("Rurban")  declared a share  dividend and a cash dividend upon Rurban's  Common
Shares. Under the share dividend,  Rurban shareholders received .05 Common share
for each Common Share held of record on December  24,  1996.  Shares were issued
and share  certificates  were  distributed on January 31, 1997.  Shareholders of
record on December 24, 1996 were also paid,  on January 6, 1997, a cash dividend
of $.15 per Common Share.

Item 7.    Financial Statements and Exhibits.

            (a)   Financial statements of businesses acquired:

                  None required.

            (b)   Pro forma financial information:

                  None required

            (c)   Exhibits:

                     99       Press Release Issued
                              December 10, 1996




                                   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.


                                        RURBAN FINANCIAL CORP.



Date: March 14, 1997                    By:  Thomas C. Williams, President




                                      -2-





                     PRESS RELEASE ISSUED DECEMBER 10, 1996


DEFIANCE,  OHIO -- Thomas C.  Williams,  President  and CEO of Rurban  Financial
Corp.,  ("Rurban")  announced  that on December 9, 1996 the  company's  Board of
Directors  declared a  quarterly  cash  dividend  of $.15 per share,  payable on
January 6, 1997 to shareholders of record on December 24, 1996.

In addition to the cash dividend, the Board also declared a 5% share dividend to
be  distributed  on or about  January 31, 1997 to  shareholders  as of record on
December 24, 1996.  Rurban  currently has 10,000,000  shares of stock authorized
and 2,179,378 shares of stock issued and outstanding.

The Investment Banking firms of Everen Securities,  Inc., McDonald & Company and
The Ohio Company are the prime market makers for these shares.

Rurban is a registered  bank holding  company and is the parent  organization of
The State  Bank and Trust  Company  of  Defiance,  Peoples  Banking  Company  of
Findlay, The First National Bank of Ottawa and The Citizens Savings Bank Company
of Pemberville, Rurbanc Data Services, Inc. and Rurban Life Insurance Company.




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