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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): 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
Required financial statements are not included in this initial report.
The Registrant will file an amendment to this Form 8-K within 60 days of the
date hereof to include the required financial statements.
(b) Pro forma financial information
Required pro forma financial information is not included in this
initial report. The Registrant will file an amendment to this Form 8-K within 60
days of the date hereof to include the required pro forma financial information.
(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).
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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 20th day of June, 2000.
BANCFIRST OHIO CORP.
By: /s/ Kim M. Taylor
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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
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FOR IMMEDIATE RELEASE:
BANCFIRST OHIO CORP. CLOSES MERGER WITH MILTON
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FEDERAL FINANCIAL CORPORATION
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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.
