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)
May 29, 1996
WESTERN OHIO FINANCIAL CORPORATION
- - ----------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 0-24120 31-1403116
- - -----------------------------------------------------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number)
Identification
incorporation) No.)
28 East Main Street, Springfield, Ohio 45501-0719
- - ----------------------------------------------------------------
Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(513) 325-4683
- - -----------------------------------------------------------------
N/A
- - -----------------------------------------------------------------
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
-------------------------------------
On March 29, 1996, Western Ohio Financial Corporation, a
Delaware corporation ("Western Ohio"), issued the press release
announcing the completion of Western Ohio's acquisition of
Mayflower Financial Corporation, an Ohio corporation
("Mayflower"), and Mayflower's wholly owned subsidiary, Mayflower
Savings Bank ("Mayflower Savings") (the "Merger"). The Merger
was consummated pursuant to an Agreement and Plan of
Reorganization (the "Merger Agreement"), dated as of August 31,
1995, by and among Western Ohio, Mayflower and Mayflower Savings.
A copy of the Merger Agreement was included as Exhibit 2 to
Western Ohio's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on September 7, 1995, and is
incorporated herein by reference.
In the Merger, Mayflower merged into Western Ohio and
Mayflower Savings merged into Mayflower Federal Savings Bank,
a federal savings bank subsidiary of Western Ohio formed
specifically to acquire Mayflower Savings in the Merger
("Mayflower Federal"). Following the Merger, the assets and
liabilities of Mayflower became part of Western Ohio and the
assets and liabilities of Mayflower Savings became part of
Mayflower Federal. Western Ohio intends to hold Mayflower
Federal as a subsidiary separate and apart from its other savings
bank subsidiary, Springfield Federal Savings Bank, and to
continue to maintain the business and physical assets of
Mayflower, subject to the needs of Western Ohio. Each
holder of the common stock of Mayflower ("Mayflower Common
Stock") will receive $28.50 in cash for each share of Mayflower
Common Stock held as of the effective time of the Merger. Based
on the 350,788 outstanding shares of Mayflower Common Stock on
March 29, 1996, Western Ohio will pay approximately $10.0 million
in cash for all of the outstanding shares of Mayflower Common
Stock. The consideration will come from Western Ohio's working
capital.
The foregoing information does not purport to be complete
and is qualified in its entirety by reference to the Exhibits to
this Report.
Item 7. Financial Statements and Exhibits
----------------------------------
(a) Financial statements of businesses acquired.
The following consolidated financial statements of
Mayflower, and notes thereto, were filed as Exhibit 99.2 to
Western Ohio's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on March 29, 1996, and are
incorporated herein by reference:<PAGE>
<PAGE>
(i) Consolidated Statements of Financial Condition
at June 30, 1995 and 1994.
(ii) Consolidated Statements of Earnings for the
Years Ended June 30, 1995, 1994 and 1993.
(iii) Consolidated Statements of Stockholders' Equity
for the Years Ended June 30, 1995, 1994 and 1993.
(iv) Consolidated Statements of Cash Flows for
the Years Ended June 30, 1995, 1994 and 1993.
A manually signed accountant's report was also included in
Exhibit 99.2.
Please note that it was impracticable at that time to file
the additional unaudited interim data with respect to Mayflower
required by this form and 17 C.F.R. Section 210-3.05(b). Such financial
data, identified below, is being filed as an amendment to the
earlier report.
(i) Consolidated Statements of Financial
Condition at December 31, 1995 (unaudited).
(ii) Consolidated Statements of Earnings for the
Six Months Ended December 31, 1995 and 1994
(unaudited).
(iii) Consolidated Statements of Cash Flows for the
Six Months Ended December 31, 1995 and
1994 (unaudited).
(b) Pro forma financial information for Western Ohio
Financial Corporation and Subsidiaries.
(i) Proforma Condensed Statement of Financial
Condition at December 31, 1995.
(ii) Proforma Condensed Income Statement for
the Year Ended December 31, 1995.
(iii) Notes to the Proforma Financial Statements.
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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 thereunto duly authorized.
WESTERN OHIO FINANCIAL CORPORATION
Date: May 29, 1996 By: /s/ C. William Clark
________________________________
C. William Clark
President and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit
Number Description
99.1 (a) Interim Consolidated Financial
Statements of Mayflower Financial
Corporation (unaudited)
(b) Pro Form Financial Statements of
Western Ohio Financial
Corporation and Subsidiaries
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<TABLE>
<CAPTION>
MAYFLOWER FINANCIAL CORPORATION
Consolidated Statements of Financial Condition
December 31, 1995
(In thousands)
(Unaudited)
Assets
--------
<S> <C>
Cash and due from banks $ 567
Interest-bearing deposits in other financial
institutions 207
------
Cash and cash equivalents 774
Certificates of deposit in other financial institutions 691
Investment securities designated as available for sale
- at market 2,255
Mortgage-backed securities designated as available
for sale 14,867
Loans receivable - net 31,195
Office premises and equipment - net 122
Real estate acquired through foreclosure - net 56
Federal Home Loan Bank stock - at cost 471
Accrued interest receivable on loans 164
Accrued interest receivable on mortgage-backed securities 112
Accrued interest receivable on investments 26
Prepaid federal income taxes 41
Prepaid expenses and other assets 55
------
Total Assets $ 50,829
======
Liabilities and Stockholders' Equity
----------------------------------------
Deposits $ 40,868
Federal Home Loan bank advances 2,950
Advances by borrowers for taxes and insurance 152
Accrued interest and other liabilities 168
Deferred federal income taxes 61
------
Total liabilities 44,199
------
Stockholders' equity:
Common stock - 2,000,000 shares of $1 par authorized 351
Additional paid-in capital 2,311
Retained earnings - substantially restricted 3,967
Unrealized gains (losses) on securities designated as
available for sale 1
------
Total Stockholders' Equity 6,630
------
Total Liabilities and Stockholders' Equity $ 50,829
=======
</TABLE>
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<TABLE>
<CAPTION>
MAYFLOWER FINANCIAL CORPORATION
Consolidated Statements of Earnings
For the Six Months Ended December 31, 1995 and 1994
(In thousands - except per share data)
(Unaudited)
1995 1994
-------- --------
<S> <C> <C>
Interest income:
Loans $ 1,420 $ 1,373
Mortgage-backed securities 445 404
Investment securities 77 71
Interest-bearing deposits and other 31 31
-------- --------
Total interest income 1,973 1,879
-------- --------
Interest expense:
Deposits 1,097 963
Borrowings 127 44
-------- --------
Total interest expense 1,224 1,007
-------- --------
Net interest income 749 872
-------- --------
Provision for losses on loans 0 35
-------- --------
Net interest income after provision
loan losses 749 837
-------- --------
Other income:
Gain on sale of mortgage loans 1 0
Other operating 11 20
-------- --------
Total other income 12 20
-------- --------
General, administrative and other expense:
Employee compensation and benefits 268 271
Occupancy and equipment 63 57
Federal deposit insurance premium 47 54
Franchise taxes 42 49
Provision for losses (recoveries)
on real estate acquired through
foreclosure (1) 12
Merger related expense 83 0
Other operating 79 129
-------- --------
Total general, administrative
and other expense 581 572
-------- --------
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Earnings before income taxes 180 285
-------- --------
Federal income taxes:
Current 62 138
Deferred (1) (41)
-------- --------
Total federal income taxes 61 97
-------- --------
Net earnings $ 119 $ 188
======== ========
Earnings per share $ 0.34 $ 0.53
======== ========
Dividends per share $ 0.25 $ 0.50
======== ========
</TABLE>
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w<PAGE>
<TABLE>
<CAPTION>
MAYFLOWER FINANCIAL CORPORATION
Consolidated Statements of Cash Flows
For the six months ended December 31, 1995 and 1994
(In thousands)
(Unaudited)
1995 1994
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net earnings for the period $ 119 $ 188
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Amortization of premium on mortgage-
backed securities 32 34
Amortization of discounts on investments (1) (1)
Amortization of deferred loan origination (22) (24)
Depreciation and amortization 9 9
Gain on sale of loans (1) 0
Loans disbursed for sale in the secondary
market (80) 0
Proceeds from sale of loans 81 0
Provision for losses on real estate
acquired through foreclosure (1) 12
Provision for losses on loans 0 35
Federal Home Loan Bank stock dividends (16) (14)
Increase (decrease) due to changes in:
Accrued interest receivable on loans 1 18
Accrued interest receivable on mortgage-
backed securities (3) 8
Accrued interest receivable on investments 0 3
Prepaid expenses and other assets 73 75
Accrued interest and other liabilities (5) 71
Federal income taxes:
Current 28 33
Deferred 3 (41)
-------- --------
Net cash provided by operating
activities 217 406
-------- --------
Cash flows provided by (used in) investing
activities:
Proceeds from the maturity of investment
securities 680 1,266
Purchase of investment securities (700) 0
Principal repayments on mortgage-backed
securities 824 0
Loan principal repayments 2,771 2,264
Loan disbursements (1,482) (3,280)
Acquisition of real estate acquired
through foreclosure (72) 0
Proceeds from sale of real estate
acquired through foreclosure 132 0
Purchase of office equipment (8) (20)
Net decrease in certain certificates
of deposit 98 100
-------- --------
Net cash provided by (used in)
investing activities 2,243 330
-------- --------
</TABLE>
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<TABLE>
<CAPTION>
MAYFLOWER FINANCIAL CORPORATION
Consolidated Statements of Cash Flows - Continued
For the six months ended December 31, 1995 and 1994
(In thousands)
(Unaudited)
<S> <C> <C>
Cash flows provided by (used in)
financing activities:
Issuance of deposit accounts 12,689 13,771
Withdrawals from deposit accounts (13,135) (16,737)
Proceeds from Federal Home Loan Bank
advances 200 1,950
Repayment of Federal Home Loan Bank
advances (2,200) (300)
Exercise of stock option 0 0
Dividends paid on common stock (88) (175)
Advances by borrowers for taxes
and insurance 98 109
-------- --------
Net cash provided by (used in)
financing activities (2,436) (1,382)
-------- --------
Net increase (decrease) in cash and cash
equivalents 24 (646)
Cash and cash equivalents at beginning
of period 750 853
-------- --------
Cash and cash equivalents at end of period $ 774 $ 207
======== ========
Supplemental disclosure of cash flow
information:
Cash paid during the period for:
Federal income taxes $ 30 $ 105
======== ========
Interest on deposits and borrowed money $ 1,217 $ 996
======== ========
</TABLE>
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WESTERN OHIO FINANCIAL CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As discussed elsewhere herein, the Company completed its
acquisition of Mayflower Financial Corporation on March 29, 1996
pursuant to an Agreement and Plan of Reorganization dated as of
August 29, 1995. Each shareholder of Mayflower received $28.50
in cash for each share of Mayflower held.
The acquisition has been accounted for as a purchase, with the
assets acquired and liabilities assumed recorded at fair values.
The results of Mayflower's operations will be included in the
Company's consolidated financial statements from the date of
acquisition.
The accompanying condensed consolidated financial statements
illustrate the effect of the acquisition ("Pro forma") on the
Company's financial position and results of operations. The pro
forma condensed consolidated statement of financial condition as
of December 31, 1995 is derived from the audited historical
statement of financial condition of the Company as of that date
provided previously, and on the unaudited statement of financial
condition of Mayflower as of that date presented elsewhere
herein. It assumes the acquisition took place on December 31,
1995. The condensed consolidated statement of income for the
year ended December 31, 1995 is derived from the audited
historical statement of income for the Company previously
provided and the unaudited historical statements of income
for Mayflower for the six months ended December 31, 1994 and
1995 and the audited historical statement of income for
Mayflower for the year ended June 30, 1995 provided previously.
The unaudited financial statements of Mayflower, in the
opinion of Mayflower's management, include all adjustments,
consisting only of normal recurring accruals, necessary for
the fair presentation of the results of operations. The
consolidated statement of income assumes that the acquisition
took place on January 1, 1995.
The pro forma condensed consolidated financial statements may
not be indicative of the actual results of future operations.
The accompanying condensed consolidated pro forma financial
statements should be read in connection with the historical
financial statements of the Company and Mayflower previously
provided.
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<TABLE>
<CAPTION>
WESTERN OHIO FINANCIAL CORPORATION AND SUBSIDIARIES
PROFORMA CONDENSED STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1995
(In Thousands)
(unaudited)
Mayflower Western Purchase Pro
Financial Ohio Acct. Forma As
Corp. Fin. Corp. Adj. Adjusted
-------- ---------- -------- ---------
Assets
------
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 774 17,605 (9,998)(1) 8,381
Investment securities
available for sale 2,255 12,039 14,294
Mortgage-backed securities
available for sale 14,867 45,719 60,586
Certificates of deposit in
other financial institutions 691 - 691
Loans receivable - net 31,195 150,476 (80)(1) 181,591
Office premises and
equipment - net 122 2,542 396 (1) 3,060
Real estate acquired through
foreclosure -net 56 - 56
Federal Home Loan Bank stock
- at cost 471 1,602 2,073
Accrued interest receivable 302 691 993
Investment in joint venture - 20 20
Federal income taxes:
Prepaid 41 92 133
Prepaid expense and other assets 55 601 (22)(1)
(102)(1) 532
Core deposit intangible 945 (1) 945
Goodwill 2,425 (1) 2,425
-------- ------- ------- -------
Total Assets $ 50,829 231,387 (6,436) 275,780
======== ======= ======= =======
<PAGE>
Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
Deposits $ 40,868 139,129 160 (1) 180,157
Federal Home Loan Bank advances 2,950 31,528 (18)(1) 34,460
Advances by borrowers for taxes
and insurance 152 283 435
Accrued interest and
other liabilities 168 518 686
Deferred Federal income taxes 61 261 52 (1) 374
-------- ------- ------- -------
Total liabilities 44,199 171,719 194 216,112
-------- ------- ------- -------
Stockholders' Equity 6,630 59,668 (6,630)(1) 59,668
-------- ------- ------- -------
Total Liabilities and
Stockholders' Equity $ 50,829 231,387 (6,436) 275,780
======== ======= ======= =======
</TABLE>
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<TABLE>
<CAPTION>
WESTERN OHIO FINANCIAL CORPORATION AND SUBSIDIARIES
PROFORMA CONDENSED INCOME STATEMENT
YEAR ENDED DECEMBER 31, 1995
(In Thousands except per share data)
(unaudited)
Mayflower Financial Corporation
--------------------------------------- West. Ohio Purchase Pro
Year Ended Six Months Ended Year Ended Fin. Corp. Acctg Forma As
6/30/95 12/31/94 12/31/95 12/31/95 12/31/95 Adj. Adjusted
--------- -------- -------- -------- --------- -------- --------
<S> <S> <S> <S> <S> <S>
Interest income
Loans $ 2,778 1,373 1,420 2,825 9,942 23 (3) 12,790
Mortgage-backed
securities 834 404 445 875 2,876 3,751
Investment securities 145 71 77 151 833 984
Interest-bearing
deposits and other 63 31 31 63 1,158 (587)(4) 634
-------- ------- ------- ------- ------- ------- --------
Total interest income 3,820 1,879 1,973 3,914 14,809 (564) 18,159
-------- ------- ------- ------- ------- ------- --------
Interest Expense
Deposits 1,967 963 1,097 2,101 6,241 (80)(3) 8,262
Borrowings 200 44 127 283 793 12 (3) 1,088
-------- ------- ------- ------- ------- ------- --------
Total interest
expense 2,167 1,007 1,224 2,384 7,034 (68) 9,350
-------- ------- ------- ------- ------- ------- --------
Net interest income 1,653 872 749 1,530 7,775 (496) 8,809
Provision for losses on
loans 55 35 - 20 6 26
-------- ------- ------- ------- ------- ------- --------
Net interest income
after provision
for losses on loans 1,598 837 749 1,510 7,769 8,783
-------- ------- ------- ------- ------- ------- --------
Other income
Gain on sale of
investment securities - - - - 1207 1,207
Gain from termination
of benefit plans - - - - 681 681
Other operating 62 20 12 54 92 146
-------- ------- ------- ------- ------- ------- --------
Total other income 62 20 12 54 1,980 2,034
-------- ------- ------- ------- ------- ------- --------
TOTAL INCOME 1,660 857 761 1,564 9,749 (496) 10,817
-------- ------- ------- ------- ------- ------- --------
<PAGE>
General, administrative
and other expense
Employee compensation
and benefits 583 271 268 580 2,615 (83)(6) 3,112
Occupancy and equipment 125 57 63 131 579 5 (3)
(68)(6) 647
Federal deposit
insurance premiums 104 54 47 97 277 374
Franchise taxes 91 49 42 84 797 881
Amortization of intangibles - - - - - 293 (3) 293
Merger related expense - - 83 83 - (83)(2) 0
Other operating 223 141 78 160 1,081 151 (6)
(7)(3) 1,385
-------- ------- ------- ------- ------- ------- --------
Total general,
administrative
and other expense 1,126 572 581 1,135 5,349 208 6,692
-------- ------- ------- ------- ------- ------- --------
Earnings before income tax 534 285 180 429 4,400 (704) 4,125
Federal Income Taxes 182 97 61 146 1,507 (140)(5) 1,513
-------- ------- ------- ------- ------- ------- --------
NET EARNINGS $ 352 188 119 283 2,893 (564) 2,612
======== ======= ======= ======= ======= ======= ========
Earnings per Common Share $1.18 1.07
===== ====
Weighted Average Number
of Common Shares Outstanding 2,452,495 2,452,495
========= =========
</TABLE>
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WESTERN OHIO FINANCIAL CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
UNAUDITED
1. Basis of presentation
Reference is made to the "introduction" on page 1.
2. Pro forma adjustments
The pro forma adjustments to the condensed consolidated
statement of financial condition are as follows:
(1) To reflect the acquisition of Mayflower and the
allocation of the purchase price on the basis of
the fair values of the assets acquired and
liabilities assumed. The components of the purchase
price and its allocation to the assets and liabilities
of Mayflower are as follows (in thousands):
<TABLE>
<S> <C>
Components of purchase price:
Cash paid to shareholders $ 9,998
Acquisition expenses incurred by purchaser 102
--------
Total purchase price 10,100
Allocation of purchase price:
Stockholders' equity of Mayflower (6,630)
Recognition of fair values:
Premises and equipment (396)
Federal Home Loan Bank advances (18)
Loans 80
Other assets - (organization expense) 22
Deposits 160
Core deposit intangible (945)
Deferred taxes on fair value adjustments
other than core deposit intangibles 52
--------
Other goodwill $ 2,425
========
The pro forma adjustments to the condensed
consolidated statement of income are as follows:
(2) To eliminate merger-related expenses of seller 83
(3) To amortize purchase price adjustments as follows:
Premises and equipment over 39 years 5
Federal Home Loan Bank 12
Core deposit intangible over 10
years and other goodwill over 20 years 293
Loans (23)
Organization expenses (7)
Deposits (80)
(4) To eliminate interest income on money used
for acquisition at average Federal Funds rate 587
(5) To adjust tax expense to reflect the income
tax effects at the Company's effective tax
rate (after consideration of the non-deductibility 140
of the amortization of the goodwill) of the
pro forma adjustments to income before taxes.
(6) To reclassify for comparability.
/TABLE>
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