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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) April 14, 1997
F.F.O. FINANCIAL GROUP, INC.
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(Exact name of registrant as specified in charter)
Florida 0-17194 59-2899802
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(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
2013 Live Oak Boulevard, St. Cloud, Florida 34771-8262
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 892-1200
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On April 14, 1997, the Registrant announced that it entered into an
Agreement and Plan of Merger (the "Agreement") with Republic Bancshares, Inc.
("Republic") providing for the merger of the Registrant with and into Republic.
Under the terms of the Agreement, Republic will exchange shares of its common
stock for all of the outstanding shares of Registrant common stock at an
exchange ratio of 0.29 share of Republic for each share of Registrant common
stock. In certain circumstances the exchange ratio will adjust for decreases
in Republic's common stock price; however, in no event will the exchange ratio
exceed 0.30 share of Republic common stock for each share of Registrant common
stock. The Registrant has the right to terminate the transaction if the
average of Republic's common stock price is less than $13.50 shortly before
the closing of the transaction. Outstanding options for Registrant common
stock will be converted into options for Republic common stock on a basis
equivalent to the exchange ratio.
Mr. William R. Hough (a director of the Registrant) is a principal
shareholder in each of Republic and the Registrant. It is anticipated that the
transaction with Republic will be accounted for as a corporate reorganization
under which Mr. Hough's controlling interest in the Registrant will be carried
forward at its historical cost while the minority interest in the Registrant
will be recorded at fair value.
Consummation of the transaction is subject to certain terms and
conditions contained in the Agreement, including the receipt of approval of the
merger by the shareholders of Republic and the Registrant, the receipt of
certain regulatory approvals, and the receipt of a favorable tax opinion.
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The Press Release issued by the Registrant with respect to the
Agreement is filed as Exhibit 2.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Business Acquired: None.
(b) Pro Forma Financial Information: None
(c) Exhibits:
99 Joint Press Release dated April 14, 1997, issued by Republic
Bancshares, Inc. and F.F.O. Financial Group, Inc.
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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.
F.F.O. FINANCIAL GROUP, INC.
By: /s/ James B. Davis
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James B. Davis
President and Chief Executive Officer
Date: April 14, 1997
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EXHIBIT 99
[FFO FINANCIAL GROUP, INC. LETTERHEAD]
PRESS RELEASE
Contact: James B. Davis
President
407-957-7401
FOR IMMEDIATE RELEASE
F.F.O. FINANCIAL GROUP, INC. AND REPUBLIC BANCSHARES, INC.
ANNOUNCE EXECUTION OF DEFINITIVE AGREEMENT
St. Cloud, Florida, April 14, 1997 -- F.F.O. Financial Group, Inc.,
St. Cloud, Florida ("FFO") (NASDAQ: FFFG), parent company of First Federal
Savings and Loan Association of Osceola County ("First Federal of Osceola") and
Republic Bancshares, Inc., St. Petersburg, Florida ("Republic") (NASDAQ:
REPB), 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, and that First Federal of Osceola
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
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F.F.O. Financial Group, Inc.
April 14, 1997
Page 2
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.
For additional information, contact Mr. James B. Davis, president and
chief executive officer of F.F.O. Financial Group, Inc., (407) 957-7401 or Mr.
John W. Sapanski, chairman and chief executive officer of Republic Bancshares,
Inc., (813) 823-7300.
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