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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 20, 2000
BANCFIRST OHIO CORP.
(Exact name of registrant as specified in its charter)
Ohio 0-18840 31-1294136
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
422 Main Street, P.O. Box 4658
Zanesville, Ohio 43702
(Address of principal executive offices, with zip code)
Registrant's telephone number, including area code: (740) 452-8444
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 13, 2000, the Company entered into an Agreement and Plan of
Reorganization with Milton Federal Financial Corporation ("MFFC") and Milton
Federal Savings Bank to merge MFFC with and into the Company (the "Merger"),
which was closed by the parties, with the merger effective on June 20, 2000. In
connection with the Merger, the Company will issue .444 shares of its common
stock and $6.80 for each of the 2,099,995 outstanding shares of MFFC. The
Company will fund the cash portion of the acquisition through cash from
operations. Attached hereto as Appendix A and incorporated herein by this
reference is a copy of the press release issued by BancFirst Ohio Corp. on June
20, 2000.
The terms of the Merger, including the purchase price and form of
consideration, was the result of arms'-length negotiations between the parties.
Prior to this transaction, there has been no material relationship between MFFC
and the Company, its affiliates, any officer or director of the Company or any
of their affiliates.
In connection with the Merger, the Company will acquire all of the
equipment and other physical property of MFFC and its wholly-owned subsidiary,
Milton Federal Savings Bank ("MFSB"), consisting of equipment and physical
property used in MFSB's banking business. The Company intends to continue to use
the assets acquired in this transaction in the manner utilized by MFSB prior to
the acquisition.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of businesses acquired
The Registrant incorporates herein by this reference the Consolidated
Financial Statements and notes thereto of Milton Federal Financial
Corporation filed with the Securities and Exchange Commission as a part
of the Milton Federal Financial Corporation Annual Report on Form 10-K
for the year ended September 30, 1999 and as a part of the Milton
Federal Financial Corporation Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000 (Commission File No. 0-24834).
(b) Pro forma financial information
Unaudited Pro Forma Condensed Consolidated Balance Sheet................B-1
Unaudited Pro Forma Condensed Consolidated Statement
of Income...........................................................B-2
Notes to Unaudited Pro Forma Consolidated Condensed
Financial Statements................................................B-3
(c) Exhibits.
2.1 Agreement and Plan of Reorganization by and among BancFirst
Ohio Corp., The First National Bank of Zanesville, Milton
Federal Financial Corporation and Milton Federal Savings Bank
dated January 13, 2000 (incorporated by reference to Exhibit
2.1 of the Current Report on Form 8-K dated January 13, 2000).
99.1 Milton Federal Financial Corporation Financial Statements
Incorporated Herein by Reference:
Consolidated Balance Sheets....................................A-1
Consolidated Statements of Income..............................A-2
Consolidated Statements of Comprehensive Income................A-3
Consolidated Statements of Changes in Shareholders' Equity.....A-4
Consolidated Statements of Cash Flows..........................A-6
Notes to Consolidated Financial Statements.....................A-8
Consolidated Balance Sheets...................................A-25
Consolidated Statements of Income.............................A-26
Consolidated Statements of Comprehensive Income...............A-27
Consolidated Statements of Changes in Shareholders' Equity....A-28
Consolidated Statements of Cash Flows.........................A-29
Notes to Consolidated Financial Statements....................A-30
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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 on this 17th day of August, 2000.
BANCFIRST OHIO CORP.
By: /s/ Kim M. Taylor
------------------------
Kim M. Taylor,
Chief Financial Officer
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APPENDIX A
N E W S R E L E A S E BANCFIRST OHIO CORP.
422 MAIN STREET
ZANESVILLE, OH 43701
CONTACT: KIM TAYLOR
(740) 588-6795 JUNE 20, 2000
--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE:
BANCFIRST OHIO CORP. CLOSES MERGER WITH MILTON
----------------------------------------------
FEDERAL FINANCIAL CORPORATION
-----------------------------
ZANESVILLE, OHIO, June 20, 2000, BancFirst Ohio Corp. (NASDAQ - NMS: BFOH)
announced today that it has closed the merger of Milton Federal Financial
Corporation ("MFFC") into BancFirst Ohio Corp. ("BFOH"). BFOH is a single bank
holding company, with The First National Bank of Zanesville as its wholly owned
subsidiary. The bank operates as First National Bank in Muskingum County, Ohio,
and as Bank First National, a division of The First National Bank of Zanesville
in all other areas. It has nine full service banking offices in Muskingum
County, six in Licking County, five in Franklin County and two banking locations
in the Dayton area. The bank also has business lending centers in Columbus,
Cleveland, Dayton, Cincinnati, Louisville, Indianapolis and Detroit and offers
complete trust services through First Financial Services Group, N.A. and
financial planning services through Chornyak & Associates, Inc., subsidiaries of
First National Bank. MFFC, the holding company for Milton Federal Savings Bank
has four offices located in Montgomery and Miami Counties. Simultaneous with the
merger, Milton Federal Savings Bank has been merged into The First National Bank
of Zanesville and will operate as Bank First National financial centers.
Under the terms of the merger agreement, BFOH exchanged .444 shares of its
common stock and $6.80 for each of the 2,099,995 outstanding shares of MFFC. The
merger will be accounted for as a purchase, and is expected to be accretive to
earnings per share in the first full year of combined operations. Gary N.
Fields, President and Chief Executive Officer of BFOH, states, "Milton Federal
Financial Corporation represents a very strategic acquisition for BancFirst Ohio
Corp. and significantly complements our existing financial centers in Bellbrook
and Centerville. Under the direction of Glenn Aidt this company has maintained
high asset quality and has expanded its presence in the rapidly growing Dayton
area. We are pleased that Glenn will remain with BancFirst as Dayton area
executive, and look forward to implementing our complete menu of community
banking services to Milton Federal customers in the West Milton, Tipp City,
Englewood, and Brookville communities. We now have a $1.5 billion bank along the
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I-70 corridor that is well positioned to pursue new growth opportunities." Glenn
Aidt states, "Milton Federal is excited to have found a merger partner that
shares our community banking philosophy with a strong focus on customer service.
We will now be able to offer a broader array of banking products which will
include internet banking, trust services, financial planning services, and
strong capabilities in small business banking."
This release contains certain estimates and projections regarding the combined
company following the merger. These estimates and projections constitute
forward-looking statements (within the meaning of the Private Securities
Litigation reform act of 1995), which involve significant risks and
uncertainties. Actual results may differ materially from the results discussed
in these forward-looking statements. Internal and external factors that could
cause such a difference include, but are not limited to: (1) expected cost
savings from the mergers cannot be fully realized or realized within the
expected time frame; (2) revenues following mergers are lower than expected; (3)
competitive pressures among depository institutions increase significantly; (4)
costs or difficulties related to the integration; (5) changes in the interest
rate environment reduce net interest income; (6) general economic conditions
deteriorate, either nationally or in the markets in which the combined company
will be doing business; and (7) legislation or regulatory changes adversely
affect the businesses in which the combined company would be engaged.
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<TABLE>
BancFirst Ohio Corp.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
March 31, 2000
<CAPTION>
BancFirst Milton Pro Forma Pro Forma
Historical Historical Adjustments Consolidated
---------- ---------- ----------- ------------
(In thousands)
<S> <C> <C> <C> <C>
ASSETS:
Cash and due from banks, federal
funds sold and interest bearing deposits $ 26,850 $ 2,117 $ -- $ 28,967
Investment securities 350,050 49,914 (2,363)(2) 380,720
(16,881)(1)
Loans receivable - net 874,150 200,553 (7,803)(2) 1,066,900
Premises and equipment 14,997 2,525 975 (2) 18,497
Goodwill and other intangibles 12,255 -- 10,098 (1) 24,053
1,700 (2)
Other assets 42,734 3,867 3,066 (2) 49,667
---------- -------- -------- ----------
Total assets $1,321,036 $258,976 $(11,208) $1,568,804
========== ======== ======== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Deposits $ 807,367 $164,353 $ 97 (2) $ 971,817
Federal funds purchased 26,200 -- -- 26,200
Borrowings 396,898 68,366 (559)(2) 464,705
Other liabilities 11,485 1,268 -- 12,753
---------- -------- -------- ----------
Total liabilities 1,241,950 233,987 (462) 1,475,475
---------- -------- -------- ----------
Shareholders' Equity:
Common stock, no par value 66,313 25,295 (25,295)(3) 80,556
14,243 (1)
Retained earnings 37,798 8,773 (8,773)(3) 37,798
Accumulated other comprehensive income (8,466) (665) 665 (3) (8,466)
Treasury stock and other (16,559) (8,414) 8,414 (3) (16,559)
---------- -------- -------- ----------
Total shareholders' equity 79,086 24,989 (10,746) 93,329
---------- -------- -------- ----------
Total liabilities and shareholders' equity $1,321,036 $258,976 $(11,208) $1,568,804
========== ======== ======== ==========
</TABLE>
B-1
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<TABLE>
BancFirst Ohio Corp.
Unaudited Pro Forma Condensed Consolidated Statement of Income
Three Months Ended March 31, 2000
<CAPTION>
BancFirst Milton Pro Forma Pro Forma
Historical Historical Adjustments Consolidated
---------- ---------- ----------- ------------
(In thousands)
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $18,025 $ 3,776 $ 324 (1) $22,125
Securities 6,030 814 105 (1) $ 6,675
-- -- (274)(2) --
------- ------- ------- -------
Total interest income 24,055 4,590 155 28,800
------- ------- ------- -------
Interest expense:
Deposits 8,256 1,962 (12)(1) 10,206
Borrowings 6,188 987 33 (1) 7,208
------- ------- ------- -------
Total interest expense 14,444 2,949 21 17,414
------- ------- ------- -------
Net interest income 9,611 1,641 134 11,386
Provision for possible loan losses 450 20 -- 470
------- ------- ------- -------
Net interest income after provision
for possible loan losses 9,161 1,621 134 10,916
------- ------- ------- -------
Other income:
Trust and custodian fees 650 -- -- 650
Customer service fees 528 98 -- 626
Gains on sales of loans 615 -- -- 615
Other 1,180 30 -- 1,210
------- ------- ------- -------
Total other income 2,973 128 -- 3,101
------- ------- ------- -------
Other expenses:
Salaries and employee benefits 4,417 658 -- 5,075
Net occupancy expense 527 107 9 (1) 643
Amortization of intangibles 351 -- 180 (1) 531
Other 2,390 371 -- 2,761
------- ------- ------- -------
Total other expenses 7,685 1,136 189 9,010
------- ------- ------- -------
Income before income taxes
and extraordinary item 4,449 613 (55) 5,007
Provision for federal income taxes 1,375 213 44 (3) 1,632
------- ------- ------- -------
Net income $ 3,074 $ 400 $ (99) $ 3,375
======= ======= ======= =======
Earnings per share:
Basic $ 0.41 $ 0.20 $ 0.40
Diluted $ 0.41 $ 0.20 $ 0.40
Weighted average number of shares outstanding:
Basic 7,560 1,986 (1,986)(4) 8,479
919 (5)
Diluted 7,574 2,000 (2,000)(4) 8,493
919 (5)
</TABLE>
B-2
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BANCFIRST OHIO CORP.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
BASIS OF PRESENTATION
The following pro forma adjustments are based on available information
and certain estimates and assumptions. Therefore, it is likely that the actual
adjustments will differ from the pro forma adjustments. The Company believes
that such assumptions provide a reasonable basis for presenting all of the
significant effects of the following transactions and that the pro forma
adjustments give appropriate effect to those assumptions and are properly
applied in the unaudited pro forma consolidated condensed financial statements.
ADJUSTMENTS TO PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
(1) Represents the acquisition for a total purchase price of $28,316.
In addition, acquisition related costs totaling $2,808 are capitalized for
obligations under employment contracts, severance payments and legal and other
transaction related fees. The acquisition, which was funded partially with the
issuance of approximately 919,00 shares of BancFirst common stock and partially
with cash obtained from sales of investment securities, is summarized as
follows:
Value of BancFirst common stock issued $14,243
Cash paid to Milton shareholders 14,073
-------
Total purchase price 28,316
Capitalized acquisition costs 2,808
-------
Total acquisition cost 31,124
Milton shareholders' equity 24,989
-------
Excess acquisition cost over book value 6,135
Adjustments to reflect fair value (see (2) below) 3,963
-------
Total goodwill $10,098
=======
(2) Represents adjustments to reflect fair values of assets and
liabilities as follows:
Securities held to maturity $(2,363)
Loans receivable (7,803)
Fixed assets 975
Deposits (97)
Borrowings 559
Core deposit intangible 1,700
Deferred income tax asset 3,066
-------
Total fair value adjustments $(3,963)
=======
(3) Represents elimination of Milton equity accounts.
B-3
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BANCFIRST OHIO CORP.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
ADJUSTMENTS TO PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(1) Represents the amortization of the purchase accounting adjustments
over the following periods:
<TABLE>
<CAPTION>
Amortization Amortization
Period Method
------ ------
<S> <C> <C>
Securities held to maturity 8 years Level yield
Loans receivable 8 years Level yield
Fixed assets 30 years Straight line
Deposits 2 years Straight line
Borrowings 4.25 years Straight line
Core deposit intangible 10 years Straight line
Goodwill 20 years Straight line
</TABLE>
(2) Represents reduction in interest income on securities sold to
provide the cash funding for the acquisition.
(3) Represents the estimated income tax effects on the pro forma
adjustments at an effective tax rate of 35%.
(4) Eliminate common shares outstanding of Milton.
(5) Represents common shares of BancFirst issued in connection with the
acquisition.
B-4
