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)
August 3, 1999
OHSL FINANCIAL CORP.
(Exact name of Registrant as specified in its Charter)
Delaware 0-20886 31-1362390
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification Number)
5889 Bridgetown Road, Cincinnati, Ohio 45348-3199
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 574-3322
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events
On August 3, 1999, the Registrant issued a press release
announcing that they have signed a definitive agreement whereby
OHSL and its subsidiaries will merge into Provident Financial
Group, Inc. and its subsidiary, The Provident Bank.
Item 7. Financial Statements and Exhibits
(a) Exhibits
99.1 Press release of OHSL Financial Corp., dated August 3, 1999.
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 thereunto duly authorized.
OHSL FINANCIAL CORP.
Date: ___________1999 By: /S/ Charles F. Hertlein, Jr.
Charles F. Hertlein, Jr., Esq.
Attorney-in-fact for
Kenneth L. Hanauer
President and Chief
Executive Officer
Exhibit 99.1
Provident Financial Group, Inc. & OHSL Financial Corp. Announce
Definitive Agreement to Merge OHSL into Provident
Cincinnati, August 3, 1999 - Provident Financial Group, Inc.
(Nasdaq: PFGI) and OHSL Financial Corp. (Nasdaq: OHSL) today
announced that they have signed a definitive agreement whereby
OHSL and its subsidiaries will merge into Provident Financial
Group, Inc. and its subsidiary, The Provident Bank. OHSL
Financial Corp., with $284 million in assets, operates six full-service
banking offices in Cincinnati, Ohio through its subsidiary, Oak Hills
Savings and Loan Company, F.A.
Under terms of the agreement, OHSL shareholders will receive
shares of Provident common stock having an approximate value of
$57 million. The final exchange ratio will be determined based on
Provident's 10-day average closing price ending two days prior to
closing. OHSL shareholders will receive $22.50 worth of Provident
common stock if Provident's average per share price during the
pricing period is between $40.00 and $50.00. If Provident's price
is less than $40.00, OHSL shareholders will receive a fixed
exchange ratio of 0.5625 shares of Provident. If Provident's
price is more than $50.00, OHSL shareholders will receive a fixed
exchange ratio of 0.45 shares of Provident. Based upon
Provident's closing stock price of $43.25 on August 2, 1999, OHSL
shareholders would receive 0.5202 shares of Provident common stock
for each OHSL share, worth $22.50 per share. OHSL granted
Provident an option to acquire up to 18 percent of the outstanding
stock of OHSL, exercisable under certain conditions.
The transaction, which will be accounted for as a purchase, is
expected to close in the fourth quarter of 1999. Due diligence
work, including an assessment of Year 2000 readiness has been
completed by both companies and their advisors. The transaction,
approved by the boards of directors of both companies, is subject
to approval by OHSL shareholders and customary regulatory
approval. It is expected to be neutral to Provident's earnings
per share.
Provident president and chief executive officer, Robert L.
Hoverson, commented, "Expanding our presence within our current
market and further increasing our retail funding base is an
important component of our overall strategic plan. OHSL fits well
with our operating philosophy and we look forward to providing our
newest customers with the latest in products, services and
conveniences as well as new opportunities for employees."
Hoverson also noted, "As the industry continues to consolidate,
Provident expects to focus on additional opportunities to acquire
high-quality financial institutions within our local market."
OHSL president and chief executive officer, Kenneth L. Hanauer,
commented, "We view Provident as a respected and profitable bank,
with the ability to offer our customers an expanded range of
products and services as well as providing increased opportunities
for our employees. Our shareholders will also realize significant
benefits from the increased liquidity and market value this
combination provides."
About Provident Financial Group, Inc.
Provident Financial Group, Inc., a Cincinnati-based commercial
banking and financial services company with $8.5 billion in on-balance
sheet assets and $13.0 billion in managed assets, provides full-
service national and regional commercial and retail banking
operations through The Provident Bank and the Provident Bank of
Florida. Additional company information is available at
http://www.provident-financial.com.
About OHSL Financial Corp.
OHSL Financial Corp. offers traditional community bank-type
services to individual and business customers through its
subsidiary, Oak Hills Savings and Loan Company, F.A.
For further information, please contact:
Provident Financial Group, Inc. OHSL Financial Corp.
Christopher J. Carey Patrick J. Condren
Executive Vice President & Chief Chief Financial Officer
Financial Officer & Treasurer
513-639-4644/800-851-9521 513-574-3322
e-mail: InvestorRelations@provident-financial.com