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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): May 18, 1999 (April 26, 1999)
RURBAN FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
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OHIO 0-13507 34-1395608
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
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401 CLINTON STREET, DEFIANCE, OHIO 43512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (419)783-8950
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
Index to Exhibits is on Page 5.
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
On April 26, 1999, Rurban Financial Corp., an Ohio corporation
located in Defiance, Ohio (the "Registrant"), held its annual meeting of
shareholders. On Tuesday, April 27, 1999, two newspaper articles relating to the
Registrant appeared in the Toledo Blade newspaper which contained certain
forward looking statements concerning the Registrant. These newspaper articles
are included with this filing as Exhibit 99.
Safe Harbor Statement under the Private Securities Litigation
Act of 1995: The statements of the Registrant and certain statements attributed
to the Registrant appearing in the Toledo Blade newspaper articles dated April
27, 1999, which are included with this filing as Exhibit 99, are
"forward-looking statements" that involve various important risks, uncertainties
and other factors which could cause the Registrant's actual results to differ
materially from those expressed in such forward-looking statements. These
important factors include, but are not limited to, trends in market valuations
in the acquisition marketplace and in the stock market valuation of small
capitalization banking stocks, as well as other risks previously disclosed in
the company's securities filings and press releases.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) None required.
(b) None required.
(c) Exhibits.
EXHIBIT NUMBER DESCRIPTION
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99 Newspaper Articles dated April 27, 1999
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ITEM 8. CHANGE IN FISCAL YEAR.
Not Applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATIONS.
Not Applicable.
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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.
RURBAN FINANCIAL CORP.
Date: May 18, 1999 By: /s/ Richard C. Warrener
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Richard C. Warrener, Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT NUMBER DESCRIPTION PAGE NO.
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99 Toledo Blade newspaper articles dated April 27, 1999 *
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*Filed herewith
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Exhibit 99
(THESE ARTICLES WERE INCLUDED IN
THE APRIL 27, 1999 TOLEDO BLADE NEWSPAPER)
[First Article]
RURBAN GROWS AT IT HONORS ITS ROOTS
Officials Voice Commitment to Communities
DEFIANCE - True to its name, Rurban Financial Corp. operates in some
very small rural markets and some very large urban markets.
But don't look for the name "Rurban" on any banks in northwest Ohio.
The holding company's top officers say Rurban is committed to keeping its 18
area community bank offices intact, and with their own names - all dating to
before, or just after, the turn of the century.
"As our organization grew, we purchased other banks, and we told them
we will allow them to maintain their names and their boards of directors," said
Steven D. VanDemark, Rurban's chairman.
"That gives them more community presence than if they had been
purchased by larger [regional] banks," added Mr. VanDemark, who also is general
manager of the Defiance Publishing Co.
Rurban must be doing something right. Its total bank and non-bank
assets have grown more than 40 per cent since the end of 1994, reaching nearly
$552 million at the end of this year's first quarter.
Thomas C. Williams, Rurban's 50-year-old president and chief executive
officer, vows to double the holding company's assets in coming years.
"In five years, we will see ourselves surpass the $1 billion mark," he
said.
He sees just about every aspect of the business doubling: community
banking and such non-bank subsidiaries as Rurban Mortgage Co., a 2-year-old
subsidiary that brokers mortgages in Florida and Georgia; Reliance Financial
Services, an asset-management and trust firm founded in 1956; and RDSI Banking
Systems, a 23-year-old company that provides data processing for 49 community
banks in several Midwestern states.
Rurban operates 18 community bank offices in northwest Ohio, under the
names of State Bank & Trust Co. (Defiance area), Peoples Banking Co. (Findlay
and McComb), Citizens Savings Bank Co. (Pemberville), and First National Bank of
Ottawa.
Mr. Williams foresees the data-processing arm handling accounts for at
least 100 banks five years down the road, and he envisions the
mortgage-brokerage wing generating $200 million to $300 million in mortgages.
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He told shareholders at yesterday's annual meeting that other areas of
Rurban are growing, too, including its loan-generation offices in Cleveland and
Akron. Mr. VanDemark said Rurban opened the Cleveland and Akron offices as a
"niche market" to lend to small businesses in those urban markets.
One of Rurban's biggest problems, Mr. Williams said, is "attracting
talent and retaining qualified, high-performance people." The Cleveland and
Akron offices, he said, should enable Rurban to recruit qualified people who
might not immediately jump at the chance to live in Defiance or other towns in
northwest Ohio.
Rurban is building a new holding-company headquarters facility in
Defiance, said Mr. VanDemark. The $575,000 facility, on the site of a former
bank branch, will house offices for Mr. Williams and other top Rurban officers,
as well as new computers for the RDSI subsidiary.
Mr. Williams, however, has his office in Findlay, a sore point with
some shareholders but which Mr. VanDemark said has been due to the tight office
space in Defiance and being a central location for Rurban's far-flung Ohio
operations.
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[Second Article]
BUSINESS PLUS
Shareholders of Rurban Financial Corp. of Defiance are told they can
look forward to better performance next year. That comes as good news, following
last year's results.
FUTURE BRIGHT, SHAREHOLDERS OF COMPANY TOLD
DEFIANCE. Shareholders of Rurban Financial Corp. were told yesterday to
"look forward to much better performance and results [in the] next year."
In addition, Thomas C. Williams, president and chief executive officer
of the bank holding company, assured shareholders that the company's stock
should start doing better, too, and he indicated he would be among the buyers of
shares.
"We all think the stock price should be higher," he told about 75
shareholders who attended Rurban's annual meeting at the Kettenring Country
Club.
The company's profits receded last year from record levels in 1997, he
said, largely because of expenses of dealing with the so-called Year 2000
computer problem and failure of some of Rurban's nonbank units to meet sales
targets.
But those problems have been left behind, he said. Rurban is "Y2K
ready," he asserted, adding that it achieved 14 per cent growth in assets last
year despite diverting substantial staffing to fixing the potential computer
glitches.
Rurban should grow, Mr. Williams told shareholders, because it expects
to buy banks, add new bank locations, pursue purchase of data service companies
and mortgage operations, and more.
The company owns community banks with 18 locations in northwest Ohio --
offices of the State Bank & Trust Co. in Defiance; Peoples Banking Co. in
Findlay; Citizens Savings Bank Co. in Pemberville, and First National Bank of
Ottawa.
Momentum is building, he said. The firm's profits grew 4 per cent in
the first quarter, to $1.05 million, or 26 cents a share, from $1 million, or 25
cents a share, in first-quarter 1998, it announced yesterday.
Its assets are rising at an 11 per cent annualized rate -- $551.8
million March 31, up 2.7 per cent from $537.2 million at year's end. Net
interest income was $5.5 million in the first quarter, up 6 per cent from $5.1
million a year ago.
Rurban's stock closed yesterday at $15.38, up 13 cents a share, in
Nasdaq Stock Market trading. In the last year, its stock has ranged from $14.75
to $20.50.
Rurban's chairman, Steven D. VanDemark, opened the annual meeting with
a tribute to Karl H. Weaner, a prominent Defiance attorney who was chairman of
Rurban's main bank, the State Bank & Trust Co., for 24 years. Mr. Weaner, 91,
died Friday.
Safe Harbor Statement under the Private Securities Litigation Act of 1995: The
statements of the Registrant and certain statements attributed to the Registrant
appearing in the Toledo Blade newspaper articles dated April 27, 1999, which are
set forth above as Exhibit 99, are "forward-looking statements" that involve
various important risks, uncertainties and other factors which could cause the
Registrant's actual results to differ materially from those expressed in such
forward-looking statements. These important factors include, but are not limited
to, trends in market valuations in the acquisition marketplace and in stock
market valuation of small capitalization banking stocks, as well as other risks
previously disclosed in the company's securities filings and press releases.
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