<PAGE> 1
UNITED STATES
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: April 17, 1998
SECOND BANCORP, INCORPORATED
----------------------------
(Exact name of registrant as specified in its charter)
Ohio 0-15624 34-1547453
- -------------------------------------------------------------------------
(State of incorporation) (Commission (IRS Employer
File Number) Identification No.)
108 Main Avenue S.W., Warren, Ohio 44482-1311
- -------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 330-841-0123
ITEM 5. OTHER EVENTS
On April 1, 1998, the Company issued the following press release:
SECOND BANCORP TO ACQUIRE ENTERPRISE BANK
Warren, Ohio, April 1, 1998--SECOND BANCORP, INCORPORATED (Nasdaq:"SECD"), a
$913 million bank holding company operating in northeastern Ohio, and ENFIN,
INC., parent of $42 million Enterprise Bank, today announced their entry into a
definitive agreement which will result in the mergers of Enfin and Enterprise
into Second Bancorp and its banking subsidiary, The Second National Bank of
Warren. After the merger, Enterprise's single office located in Solon, Ohio will
be operated as a Second National Bank branch. When completed, the consolidation
will combine the traditional commercial lending strengths of both companies and
will mark Second Bancorp's initial entry into the attractive Solon market.
Under the terms of the agreement Enfin shareholders will receive, in a tax free
exchange, .95 shares of Second Bancorp common stock for each outstanding Enfin
share, the total value of the transaction, however, not to exceed $15,742,000.
At the current price per share of Second Bancorp stock, the purchase price
represents 368% of Enfin's year-end 1997 tangible book value. The merger will be
accounted for as a pooling of interests.
<PAGE> 2
The combined companies will have assets of $955 million, $741 million in
deposits, nearly $83 million in shareholder equity and will serve communities in
a contiguous six county area of northeastern Ohio. To better assure this
transaction will qualify for pooling treatment, Second Bancorp's board of
directors has rescinded the company's stock repurchase program. Subject to
regulatory and, in Enfin's case, shareholder approval, the transaction is
expected to close during the third quarter of 1998.
Alan G. Brant, Chairman and President of Second Bancorp indicated that, "As is
demonstrated by our expansion during the last five or six years into Portage
County and growing communities in and around the Akron area, we are committed to
extending our market presence into local economies which supplement our core
business in Warren and the Mahoning Valley. This partnership with Enterprise
Bank carries that momentum into yet another dynamic community. We are most
enthusiastic about the opportunities this combination represents and look
forward to welcoming Enterprise's customers, employees and investors into the
Second National Bank family."
Robert N. Sustar, Enfin's Chairman, stated, "Enterprise Bank was founded in 1991
to meet the under-served financial needs of small-to-medium sized businesses in
Cuyahoga County and surrounding communities. We are excited about this
opportunity to join with Second National Bank and are convinced that Second
National's solid reputation for innovative lending, responsiveness to the unique
needs of each customer and decentralized decision making combined with its
significantly greater credit capacity represents the next stage in the evolution
of service to our valued customers. Not to be overlooked are the enhanced
consumer products and services which Second National will bring to our customers
including a full array of mortgage and installment loans, investment and
insurance products and state-of-the-art trust services."
Upon completion of the merger, Enterprise's Acting President and Chief Executive
Officer R. Corbin Washington will Join Second National Bank as Vice President,
Regional Manager - West. Mr. Washington and Regional Manager - East, John
Falatok, will represent the front line of Second National's cornerstone
commercial lending function reporting to Executive Vice President and Chief Loan
Officer, David H. Dye.
Additional information about Second Bancorp can be found on the World Wide Web
at www.prnewswire.com. Information about products and services offered by Second
National Bank can also be accessed at www.secondnationalbank.com.
SECOND BANCORP CONTACT: Christopher Stanitz, Senior Vice President and
Secretary, 330-841-0234 or fax, 330-841-0489.
Page 2 of 3
<PAGE> 3
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.
Second Bancorp, Incorporated
Date: April 16, 1998 /s/ David L. Kellerman
-------------------------------
David L. Kellerman, Treasurer
Page 3 of 3
