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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) May 26, 2000
SECURITY FINANCIAL CORP.
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(Name of Issuer in its charter)
Delaware 34-1579662
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1 South Main St., Niles, OH 44446-0228
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, (330) 544-7400
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N/A
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Security Financial Corp. ("Company") executed a definitive Agreement and Plan of
Merger ("Agreement") with Farmers National Banc Corp. ("Farmers") dated May 26,
2000. Under the terms of the Agreement, shareholders of the Company will receive
$90 in consideration, payable in shares of Farmers' common stock, for each share
of the Company on the effective date of the Merger of the Company with and into
Farmers (the "Merger"). The value of the Farmers common shares issuable in the
merger is determined by reference to a weighted average price and is subject to
a minimum and maximum exchange ratio of 7.200 and 9.742.
The Company is a one bank holding company headquartered in Niles, Ohio. Farmers
is a bank holding company headquartered in Canfield, Ohio.
The Merger will be a tax-free exchange of common stock and will be accounted for
as a "pooling of interests." The Merger has been approved unanimously by the
Board of Directors of the Company. The Merger is subject to approval by the
shareholders of Company and Farmers and is subject to certain regulatory
approvals. Following the Merger, and upon the receipt of all necessary
regulatory approvals, the Company's sole operating subsidiary, Security Dollar
Bank will be merged with and into Farmers' banking subsidiary, The Farmers
National Bank of Canfield.
Exhibits.
2 Agreement and Plan of Merger dated May 26, 2000 by and between Farmers and
Company.
99.1 Text of Press Release, dated May 26, 2000, issued by Farmers and the
Company.
99.2 Text of Shareholder letter mailed to the Company's shareholders.
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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 hereunto duly authorized.
Security Financial Corp.
Dated: June 2, 2000 /s/ Stephen K. Miller
Stephen K. Miller, Treasurer
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Exhibit Index
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Exhibit No. Description
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Exhibits
2 Agreement and Plan of Merger dated May 26, 2000 by and between Farmers and Company
National.
99.1 Text of Press Release, dated May 26, 2000, issued by Farmers and the Company.
99.2 Text of Shareholder letter mailed to the Company's shareholders.
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