<PAGE>
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)
February 19, 1998
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: (973) 325-9994
- ------------------------------------------------------------------------------
<PAGE>
Item 5. Other Events.
On February 19, 1998, the Board of Directors of Western Ohio
Financial Corporation (the "Company") amended its Bylaws to require: (i) that
stockholder proposals be received at the principal executive offices of the
Company not less than sixty days prior to the anniversary of the preceding
year's annual meeting and (ii) that any member of the board of directors must,
in order to qualify as such, be domiciled in or have their primary place of
business located in any county, a portion of which is within a fifty mile
radius of any office of any financial institution subsidiary of the Company.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
3. Resolutions amending the Company's Bylaws.
2
<PAGE>
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: February 23, 1998 By:/s/ John W. Raisbeck
------------------ --------------------
John W. Raisbeck
President
and Chief Executive Officer
<PAGE>
RESOLUTIONS
OF THE
BOARD OF DIRECTORS OF
WESTERN OHIO FINANCIAL CORPORATION
RELATING TO
AMENDMENTS TO THE BY-LAWS
WHEREAS, the Board of Directors (the "Board") met and discussed its
intention that the Company continue to be the holding company of a
community-oriented financial institution designed to meet the needs of the
communities it serves; and
WHEREAS, substantially all of the Company's loans are originated
within its primary market area and substantially all of its deposits are
obtained from individuals or entities located in its primary market area; and
WHEREAS, the Board has determined that in order to adequately assess
and best serve the needs of the Company's primary market area a director must
be knowledgeable of and actively involved in the communities the Company
serves; and
WHEREAS, the Board believes, based upon the foregoing, that it would
be appropriate and in the best interest of the Company and its shareholders to
amend its By-laws to require that all directors be domiciled in or have their
primary place of business located in the Company's primary market area; and
WHEREAS, the Board has considered the size and diversity of the
population base of its primary market area and believes that, if necessary or
desired, there is a sufficient pool of potentially qualified individuals
located therein who would be available for consideration for nomination as a
director of the Company; and
WHEREAS, the Board has further reviewed the bylaws of the Company in
order to ensure that they serve and provide sufficient flexibility to the
Company and has determined, upon consultation with counsel, that certain
futher amendments be made to such bylaws in order to assist in accomplishing
such goals,
NOW THEREFORE, be it
RESOLVED, that the Board hereby approves the adoption of an amendment
to Article I, Section 6(b) of the Company's bylaws and that such section be
amended to read, in its entirety, as follows:
(b) At any annual meeting of the stockholders, only such
business shall be conducted as shall have been brought before the
meeting (i) by or at the direction of the Board of Directors or (ii)
by any stockholder of the Corporation who is entitled to vote with
respect thereto and who complies with
<PAGE>
the notice procedures set forth in this Section 6(b). For business to
be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a stockholder's notice
must be delivered or mailed to and received at the principal
executive offices of the Corporation not less than sixty (60) days
prior to the anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual
meeting is advanced by more than twenty (20) days, or delayed by more
than fifty (50) days from such anniversary date, notice by the
stockholder to be timely must be so delivered not later than the
close of business on the later of the sixtieth day prior to such
annual meeting or the tenth day following the day on which notice of
the date of the annual meeting was mailed or public announcement of
the date of such meeting is first made. A stockholder's notice to the
Secretary shall set forth as to each matter such stockholder proposes
to bring before the annual meeting (i) a brief description of the
business desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting, (ii) the
name and address, as they appear on the Corporation's books, of the
stockholder who proposed such business, (iii) the class and number of
shares of the Corporation's capital stock that are beneficially owned
by such stockholder and (iv) any material interest of such
stockholder in such business. Notwithstanding anything in these
By-laws to the contrary, no business shall be brought before or
conducted at an annual meeting except in accordance with the
provisions of this Section 6(b). The officer of the Corporation or
other person presiding over the annual meeting shall, if the facts so
warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions
of this Section 6(b) and, if he should so determine, he shall so
declare to the meeting and any such business so determined to be not
properly brought before the meeting shall not be transacted.
At any special meeting of the stockholders, only
such business shall be conducted as shall have been brought before
the meeting by or at the direction of the Board of Directors.
RESOLVED, that the Board hereby approves the adoption of an amendment
to Article II of the By-laws by adding the following new Section 10, as
follows:
Section 10. Qualifications. Any member of the Board
of directors shall, in order to qualify as such, be domiciled in or
have his or her primary place of business located in any county, a
portion of which is within a FIFTY mile radius of any office of any
financial institution subsidiary of the Company.
BE IT FURTHER RESOLVED, that the appropriate officers of the Company
be and hereby are authorized and directed to take all action necessary or
appropriate to implement
<PAGE>
the foregoing resolutions and any actions previously taken by such officers be
and hereby are approved, ratified and confirmed.
