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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 16, 1998
WESTERN OHIO FINANCIAL CORPORATION
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(Exact name of Registrant as specified in its Charter)
DELAWARE 0-24120 31-1403116
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
28 EAST MAIN STREET, SPRINGFIELD, OHIO 45501-0719
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (937) 325-4683
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Item 5. Other Events.
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On June 16, 1998, Western Ohio Financial Corporation ("Western Ohio")
entered into a definitive agreement to sell a branch of its subsidiary
Cornerstone Bank to Oak Hills Savings and Loan Company, F.A. (See Exhibit 99.1).
Also on June 16, 1998, Western Ohio entered into a definitive agreement to
sell three branches of Cornerstone Bank to Enterprise Federal Savings Bank (See
Exhibit 99.2).
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
99.1 Press Release dated June 16, 1998, announcing sale of branch
of Cornerstone Bank to Oak Hills Savings and Loan Company,
F.A.
99.2 Press Release dated June 16, 1998, announcing sale of three
branches of Cornerstone Bank to Enterprise Federal Savings
Bank.
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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: June 17, 1998 By: /s/ John W. Raisbeck
John W. Raisbeck
President and Chief Executive
Officer
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Exhibit 99.1
JUNE 16, 1998 IMMEDIATE RELEASE
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Contact: Kenneth L. Hanauer John W. Raisbeck
President And Chief Executive Officer President And Chief Executive Officer
OHSL Financial Corp. Western Ohio Financial Corporation
5889 Bridgetown Road 28 East Main Street
Cincinnati, Ohio 45248 Springfield, Ohio 45502
(513) 574-3322 (937) 325-4683
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OHSL Financial Signs Definitive Agreement to Acquire
Western Ohio Financial Branch Office
Cincinnati, Ohio - OHSL Financial Corp. (Nasdaq: "OHSL") and Western Ohio
Financial Corporation (Nasdaq: "WOFC") jointly announced today that their
banking subsidiaries, Oak Hills Savings and Loan Company, F.A. and Cornerstone
Bank, have signed a definitive agreement, in which Oak Hills Savings and Loan
will purchase Cornerstone Bank's Sayler Park branch office.
Under the terms of the agreement, OHSL Financial will acquire Cornerstone Bank's
Sayler Park branch office facility. The branch has approximately $9.3 million in
deposits. Terms of the transaction were not disclosed. The acquisition, subject
to regulatory approval, is expected to be completed in the fourth quarter.
Kenneth L. Hanauer, President and Chief Executive Officer of OHSL Financial
Corp, stated, "This acquisition will allow us to expand service to our customers
in southwestern Hamilton County. The acquisition of this office provides a
logical expansion into an existing market and will enhance our community banking
franchise. We welcome the Cornerstone Bank customers and employees to our
company."
The sale of the branch deposits is part of Western Ohio's exit strategy from the
Cincinnati market area. John W. Raisbeck, President and Chief Executive Officer
of Western Ohio, commented, "This transaction represents a part of our broader
strategy of concentrating more fully on our traditional strengths and greater
west central Ohio market area. This divestiture will significantly enhance our
company's efficiency ratio and allow us to improve our financial performance."
WOFC expects to take an estimated one-time charge of $913,000 upon completion of
the sale of its Cincinnati offices. WOFC experts this transaction to be
immediately accretive to future earnings per share as well as improve its return
on assets and return on equity.
McDonald & Company Securities, Inc. is serving as Western Ohio's Financial
Advisor in connection with this transaction.
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Exhibit 99.2
JUNE 16, 1998 IMMEDIATE RELEASE
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Contact: Otto L. Keeton John W. Raisbeck
President And Chief Executive Officer President And Chief Executive Officer
Enterprise Federal Bancorp Western Ohio Financial Corporation
7810 Tylersville Square Drive 28 East Main Street
West Chester, Ohio 45069 Springfield, Ohio 45502
(513) 755-4600 (937) 325-4683
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Enterprise Federal to Acquire Deposits of
Three Western Ohio Financial Branch Offices
West Chester, Ohio - Enterprise Federal Bancorp Inc. (Nasdaq: "EFBI") and
Western Ohio Financial Corporation (Nasdaq: "WOFC") jointly announced today that
their banking subsidiaries, Enterprise Federal Savings Bank and Cornerstone
Bank, have signed a definitive agreement in which Enterprise Federal Savings
Bank will purchase the deposits of three branch offices in Cincinnati from
Cornerstone Bank.
Under the terms of the agreement, Enterprise will acquire the deposits
associated with Cornerstone's branches located at 4860 Hunt Road, 1440 Main
Street and 8370 Colerain Avenue. Combined the three branches have approximately
$70.1 million in deposits. Terms of the transaction were not disclosed. The
acquisition, subject to regulatory approval, is expected to be completed in the
fourth quarter.
Otto L. Keeton, President and Chief Executive Officer of Enterprise Federal
Bancorp, stated, "The acquisition contributes significantly to the continued
growth of our Company and our strategy for the Greater Cincinnati market. It
enhances our market share and enables us to broaden our lending capabilities in
these markets. We look forward to welcoming these Cornerstone Bank customers and
employees."
The sale of the branch deposits is part of Western Ohio's exit strategy from the
Cincinnati market area. John W. Raisbeck, President and Chief Executive Officer
of Western Ohio, commented, "This transaction represents a part of our broader
strategy of concentrating more fully on our traditional strengths and the
greater west central Ohio market area. This divestiture will significantly
enhance our company's efficiency ratio and allow us to improve our financial
performance."
WOFC expects to take an estimated one-time charge of $913,000 upon completion of
the sale of its Cincinnati offices. WOFC expects this transaction to be
immediately accretive to future earnings per share as well as improve its return
on assets and return on equity.
McDonald & Company Securities, Inc. is serving as Western Ohio's Financial
Advisor in connection with this transaction.
