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
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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:(513) 325-4683
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N/A
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
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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
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(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:
(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.
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
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