Item 1. Security and Issuer
Common Stock
F.F.O. Financial Group, Inc.
2200 Live Oak Boulevard
St. Cloud, Florida 34771-8462
Item 2. Identity and Background
(a) William Robb Hough
(b) One Beach Drive S.E. #1002, St. Petersburg, Florida 33701
(c) Chairman William R. Hough & Co.
100 Second Avenue South #800
St. Petersburg, Florida 333701
President WRH Mortgage, Inc.
100 Second Avenue South #800
St. Petersburg, Florida 33701
Director Republic Bank
28059 U.S. Highway 19 N.
Clearwater, Florida 34621
Director F.F.O. Financial Group, Inc.
2200 Live Oak Boulevard
St. Cloud, Florida 34771-8462
(d) None
(e) None
(f) U.S. Citizen
Item 3. Source and Amount of Funds or Other Consideration
Not Applicable
Item 4. Purpose of Transaction
(a) The Issuer is releasing a press release on December 26, 1996, a copy of
which is attached hereto as Exhibit A.
(b) Except as set forth in the press release attached as Exhibit A, no
extraordinary corporate transactions are contemplated at this time.
(c) No sale or transfer of any material amount of assets of the issuer or any
of its subsidiaries is contemplated other than the continued liquidation of
non-performing assets.
(d) Except as set forth in the press release attached as Exhibit A, no
change in the Board of Directors or management is contemplated at this time.
(e) Except as set forth in the press release attached as Exhibit A, no
material change is contemplated in the present capitalization. No dividends
are contemplated in the near future.
(f) Except as set forth in the press release attached as Exhibit A, no other
material change in the Issuer's business or corporate structure is
contemplated.
(g) Except as set forth in the press release attached as Exhibit A, no
changes in the Issuer's charter, bylaws or instrument corresponding thereto
or other actions are contemplated which may impede the acquisition of
control of the Issuer by any person.
(h) None
(i) None
(j) None
Item 5. Interest in Securities of the Issuer
(a) William R. Hough, individually, owns 5,412,950 shares which equals
64.21% of the Issuer's 8,430,000 outstanding shares.
(b) William R. Hough holds the sole power to vote his 5,412,950 share
holdings.
(c) No other transactions than that described in this filing were made by
William R. Hough since the date of the last filing of an amendment to this
Schedule 13D.
(d) No other person than William R. Hough has the rights to receive
dividends or proceeds with respect to these shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
As previously reported, William R. Hough has entered into the following
stock option agreement:
(a) Stock Option Agreement dated December 2, 1994, with Alfred T. May for
the purchase of 17,500 shares at $2.25 per share or $39,375.00 in the
aggregate.
(b) Stock Option Agreement dated December 2, 1994, with William Robb Hough,
Jr. for the purchase of 50,000 shares at $2.25 per share or $112,500.00 in
the aggregate.
(c) Stock Option Agreement dated December 2, 1994, with Helen Hough
Feinberg for the purchase of 50,000 shares at $2.25 per share or
$112,500.00 in the aggregate.
(d) Stock Option Agreement dated December 2, 1994, with Susan L. Hough
for the purchase of 50,000 shares at $2.25 per share or $112,500.00 in
the aggregate.
Item 7. Material to be Filed as Exhibits.
Exhibit A
PRESS RELEASE -- December 26, 1996
REPUBLIC BANCSHARES, INC. AND F.F.O. FINANCIAL GROUP, INC.
IN COMBINATION DISCUSSIONS
Republic Bancshares, Inc., St. Petersburg, Florida ("Republic")
(Nasdaq: REPB) and F.F.O. Financial Group, Inc., St. Cloud, Florida ("FFO")
(Nasdaq: FFFG) announced today they are engaged in discussions concerning
the possible combination of the two companies.
John W. Sapanski, Chairman & CEO of Republic and James B. Davis, President
and CEO of FFO, jointly stated that discussions are underway as to such a
combination. No assurance can be given that a definitive agreement may
be reached or that such a combination will be successfully consummated.
Any transaction will be subject to board and shareholder approval by the
parties, approval by various regulatory authorities, and receipt of
fairness opinions by each companies' financial advisor.
