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
October 11, 1996
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(Date of earliest event reported)
Fidelity Financial of Ohio, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 0-27868 31-1455721
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) (Identification No.)
4555 Montgomery Road, Cincinnati, Ohio 45212
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(Address of principal executive offices) (Zip Code)
(513) 351-6666
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(Registrant's telephone number, including area code)
Not Applicable
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Former name, former address and former fiscal year, if changed since last
report)
Exhibit Index appears on page 3.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 11, 1996, following receipt of all required regulatory and
stockholder approvals, Fidelity Financial of Ohio, Inc. ("FFOH") completed the
acquisition of Circle Financial Corporation ("CFC") pursuant to an Amended and
Restated Agreement of Merger, dated as of June 13, 1996, among FFOH, Fidelity
Acquisition Corporation ("FAC"), a wholly-owned subsidiary of FFOH, and CFC.
The acquisition was effected by means of the merger of CFC with and into FAC
(the "Merger"). Upon consummation of the Merger, each share of common stock,
$1.00 par value per share, of CFC ("CFC Common Stock") outstanding immediately
prior thereto was converted into the right to receive, at the election of the
holder thereof, $38.00 in cash or 3.85 shares of common stock, $0.10 par value
per share, of FFOH ("FFOH Common Stock") (or under certain circumstances, a
combination of cash and shares of FFOH Common Stock), subject to the condition
that the aggregate amount of cash consideration paid to CFC shareholders did not
exceed nor constitute less than 45% of the total consideration paid for the CFC
Common Stock by FFOH. FFOH's source of funds for the aggregate cash
consideration paid to shareholders of CFC were dividends paid by Fidelity
Federal Savings Bank, a federally chartered savings bank and a wholly owned
subsidiary of FAC (the "Bank"), to FFOH.
In addition, pursuant to the terms of an Amended and Restated Agreement of
Merger, dated as of June 13, 1996, between the Bank and People's Savings
Association, an Ohio-chartered savings association and a wholly owned subsidiary
of CFC (the "Association"), upon consummation of the Merger, the Association
merged with and into the Bank.
On October 15, 1996, FFOH filed a Form 8-K (the "Form 8-K") which discussed
this matter. The purpose of this Amendment to the Form 8-K is to provide
certain unaudited pro forma consolidated condensed combined financial
information of FFOH.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) The consolidated financial statements of CFC were previously filed.
(b) The Unaudited Pro Forma Consolidated Condensed Combined Financial
Statements of FFOH are attached hereto as Exhibit 99(a).
(c) The following exhibit is filed with this report.
Exhibit Number Description
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99(a) Unaudited Pro Forma Consolidated
Condensed Combined Financial
Statements as of and for the nine
months ended September 30, 1996, and
notes thereto.
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EXHIBIT INDEX
Exhibit Number Description
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99(a) Unaudited Pro Forma Consolidated
Condensed Combined Financial Statements
of FFOH as of and for the nine months
ended September 30, 1996, and notes
thereto.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIDELITY FINANCIAL OF OHIO, INC.
Date: December 12, 1996 By: /s/ Paul D. Staubach
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Paul D. Staubach
Senior Vice President and Chief
Financial Officer
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