SCHEDULE 13D
F.F.O. Financial Group, Inc.
Common Stock ($ .10 par value)
Cusip # 3024K100
William Robb Hough
One Beach Drive S.E., #1002
St. Petersburg, FL 33701
April 15, 1997
SCHEDULE 13D
CUSIP NO. 3024K100
1. William Robb Hough
###-##-####
2.
3.
4. N/A
5.
6. U.S. Citizen
7. 5,269,950
8. 5,529,950
9. 5,269,950
10. 5,529,950
11. 5,529,950
12.
13. 65.60%
14. IN
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, Suite 800
St. Petersburg, Florida 33701
President: WRH Mortgage, Inc.
100 Second Avenue South, Suite 904
St. Petersburg, Florida 33701
Director: WRH Properties, Inc.
100 Second Avenue South, Suite 904
St. Petersburg, Florida 33701
Director: Republic Bancshares
111 Second Avenue N.E.
St. Petersburg, Florida 33701
Director: F.F.O. Financial Group
2200 Live Oak Blvd.
St. Cloud, Florida 34771
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 N/A (sale of shares)
b. No extraordinary corporate transactions other than as set forth
in the Exhibit to this form are contemplated at this time.
c. No sale or transfer of any material amount of assets of the
Issuer or any subsidiary is contemplated other than the
continued liquidation of non-performing assets.
d. No change in the Board of Directors or management is
contemplated at this time.
e. No material change is contemplated in the present
capitalization. No dividends are contemplated in the near
future.
f. No other material change in the Issuer's business or corporate
structure is contemplated.
g. No changes in 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 5,269,950 shares which
equals 62.25% of the Issuer's 8,430,000 outstanding shares.
b. William R. Hough holds the sole power to vote his 5,269,950
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. N/A
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
None.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
April 15, 1997 William R. Hough
___________________________ ________________________________
Date Signature
________________________________
Name/Title
F.F.O. Financial Group, Inc. and Republic Bancshares, Inc. Announce Execution of
Definitive Agreement
ST. CLOUD, Florida, April 14/PRNewswire/ -- F.F.O. Financial Group,
Inc., St. Cloud, Florida (NASDAQ: FFFG) ("FFO"), parent company of
First Federal Savings and Loan Association of Osceola County ("First
Federal of Osceola") and Republic Bancshares, Inc., St. Petersburg,
Florida (NASDAQ: REPB) ("Republic"), parent company of Republic Bank,
announced today that they have executed a definitive agreement for the
combination of the companies and the institutions. Upon the completion
of this transaction, the parties intend that FFO will be merged with
and into Republic Bank.
In this transaction, Republic will exchange 0.29 share of its common
stock for each of the outstanding shares of FFO common stock. In
certain circumstances, the exchange ratio will adjust for decreases in
Republic's stock price; however, in no event will the exchange ratio
exceed 0.30 share. FFO has the right to terminate the agreement if the
average of Republic's stock price is less than $13.50 during a specified
time frame prior to the closing. Outstanding options for FFO common
stock will be converted into options for Republic common stock on the
same basis.
First Federal of Osceola operates 11 offices in Osceola, Brevard and
Orange Counties in Central Florida. As of December 31, 1996, FFO had
total assets of approximately $317 million and deposits of approximately
$287 million.
Republic Bank operates 33 offices in Pinellas, Pasco, Sarasota, Manatee
and Hernando Counties on Florida's west coast. As of December 31, 1996,
Republic had total assets of approximately $908 million and deposits of
approximately $828 million. In addition, Republic will acquire,
effective April 18, 1997, Firstate Financial, F.A., which operates two
offices in Orange County, Florida.
James B. Davis, president and chief executive officer of FFO, and John
W. Sapanski, chairman and chief executive officer of Republic, jointly
stated that the competitive advantages which will result from the
combination of these companies will benefit the customers and
shareholders of both institutions.
The acquisition, which is expected to close in the third quarter of
1997, is subject to certain regulatory approvals and the approval of the
respective shareholders of FFO and Republic, as well as certain other
conditions.
SOURCE F.F.O. Financial Group, Inc.
4/14/97
/CONTACT: James B. Davis, president and chief executive officer, F.F.O.
Financial Group, 407-957-7401; or John W. Sapanski, chairman and chief
executive officer, Republic Bancshares, 813-823-7300/ (FFFG REPB)
