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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
July 18, 1997
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(Date of earliest event reported)
Enterprise Federal Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 0-24694 31-1396726
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
7810 Tylersville Square Drive, West Chester, Ohio 45069
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(Address of principal executive offices) (Zip Code)
(513) 755-4600
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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.
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ITEM 5. OTHER EVENTS
On July 18, 1997, Enterprise Federal Bancorp, Inc. ("Bancorp"), an
Ohio corporation headquartered in West Chester, Ohio, and North Cincinnati
Savings Bank ("NCSB"), an Ohio-chartered savings bank headquartered in Blue
Ash, Ohio , entered into an Agreement and Plan of Reorganization (the
"Agreement") (including a Plan of Merger) which sets forth the terms and
conditions under which NCSB will merge with and into Bancorp's wholly owned
subsidiary, Enterprise Federal Savings Bank (the "Bank") (the "Merger"). The
Bank shall be the surviving corporation of the Merger. Upon consummation of
the Merger, the separate corporate existence of NCSB shall terminate.
The Agreement provides that upon consummation of the Merger, and
subject to certain further terms, conditions, limitations and procedures set
forth in the Agreement, each share of common stock of NCSB, $1.00 par value per
share ("NCSB Common Stock"), issued and outstanding at the Effective Time (as
defined in the Agreement) (other than (i) shares the holder of which pursuant
to any applicable law providing for dissenters' or appraisal rights is entitled
to receive payment in accordance with the provisions of any such law, as to
which shares such holder shall have only the rights provided in any such law,
(ii) shares held directly or indirectly by Bancorp (other than shares held in a
fiduciary capacity or in satisfaction of a debt previously contracted), and
(iii) shares held as treasury stock of NCSB) shall become and be converted
into, at the election of the holder thereof, the right to receive $18.50 per
share valued in cash, Common Stock of Bancorp or a combination thereof, as set
forth in Section 1.04(a) of the Agreement upon consummation of the Merger,
subject to an overall requirement that no more than 75% of the shares of NCSB
Common Stock will be converted into the right to receive stock consideration
and no more than 40% of the shares of NCSB Common Stock will be converted into
the right to receive cash consideration.
Consummation of the Merger is subject to the approval of the NCSB
shareholders and the receipt of all required regulatory approvals, as well as
other customary conditions.
The Agreement and the press release issued by Bancorp and NCSB on July
21, 1997 regarding the Merger are attached as exhibits to this report and are
incorporated herein by reference. The foregoing summary of the Agreement does
not purport to be complete and is qualified in its entirety by reference to
such Agreement.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The following exhibits are filed with this report:
Exhibit Number Description
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2 Agreement and Plan of
Reorganization, dated as of July
18, 1997, between Bancorp and
NCSB (including the Plan of
Merger, between Bancorp, the
Bank and NCSB and attached
as Appendix B thereto)
20 Press Release issued on July 21,
1997 with respect to the
Agreement
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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.
ENTERPRISE FEDERAL BANCORP, INC.
Date: July 22, 1997 By: /s/ Thomas J. Noe
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Thomas J. Noe
Vice President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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2 Agreement and Plan of
Reorganization, dated as of July
18, 1997, between Bancorp and
NCSB (including the Plan of
Merger, between Bancorp, the
Bank and NCSB and attached
as Appendix B thereto)
20 Press Release issued on July 21,
1997 with respect to the
Agreement
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