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UNITED STATES
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): January 13, 2000
BANCFIRST OHIO CORP.
(Exact name of registrant as specified in its charter)
Ohio 0-18840 31-1294136
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
422 Main Street, P.O. Box 4658
Zanesville, Ohio 43702
(Address of principal executive offices, with zip code)
Registrant's telephone number, including area code: (740) 452-8444
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ITEM 5. OTHER EVENTS.
On January 13, 2000, the Company entered into an Agreement and Plan of
Reorganization with Milton Federal Financial Corporation ("MFFC") and Milton
Federal Savings Bank to merge MFFC with and into the Company (the "Merger"). In
connection with the Merger, the Company will issue .444 shares of its common
stock and $6.80 for each of the 2,099,995 outstanding shares of MFFC. Based upon
the closing price for the Company's common stock of $20.375 on January 12, 2000,
the transaction would be valued at $33.3 million. The merger is subject to the
approval of the shareholders of MMFC, regulatory approval and other customary
conditions of closing. The Company expects to fund the cash portion of the
acquisition through cash from operations. Attached hereto as Schedule A and
incorporated herein by this reference is a copy of the press release issued by
BancFirst Ohio Corp. on January 13, 2000.
The terms of the Merger, including the purchase price and form of
consideration was the result of arms'-length negotiations between the parties.
Prior to this transaction, there has been no material relationship between MFFC
and the Company, its affiliates, any officer or director of the Company or any
of their affiliates.
In connection with the Merger, the Company will acquire all of the
equipment and other physical property of MFFC and its wholly-owned subsidiary,
Milton Federal Savings Bank ("MFSB"), consisting of equipment and physical
property used in MFSB's banking business. The Company intends to continue to use
the assets acquired in this transaction in the manner utilized by MFSB prior to
the acquisition.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of businesses acquired
Not Applicable
(b) Pro forma financial information
Not Applicable
(c) Exhibits.
2.1 Agreement and Plan of Reorganization by and among BancFirst
Ohio Corp., The First National Bank of Zanesville, Milton
Federal Financial Corporation and Milton Federal Savings Bank
dated January 13, 2000.
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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 hereunto duly authorized on this 18th day of January, 2000.
BANCFIRST OHIO CORP.
By: /s/ Kim M. Taylor
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Kim M. Taylor,
Chief Financial Officer
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SCHEDULE A
BANCFIRST OHIO CORP. AND MILTON FEDERAL FINANCIAL CORPORATION SIGN DEFINITIVE
AGREEMENT
ZANESVILLE, Ohio -- Jan. 13, 2000--BancFirst Ohio Corp. (Nasdaq: BFOH) and
Milton Federal Financial Corporation (Nasdaq: MFFC) jointly announced today the
signing of a definitive agreement for the acquisition of MFFC by BFOH. BFOH is a
single bank holding company, with the First National Bank of Zanesville as its
wholly owned subsidiary. The bank operates as First National Bank in Muskingum
County, Ohio and as Bank First National, a division of The First National Bank
of Zanesville in all other areas. It has nine full service banking offices in
Muskingum County, six in Licking County, five in Franklin County and two banking
locations in the Dayton area. The bank also has business lending centers in
Columbus, Cleveland, Dayton, Cincinnati, Louisville, Indianapolis and Detroit
and offers complete trust services through First Financial Services Group, N.A.
and financial planning services through Chornyak & Associates, Inc.,
subsidiaries of First National Bank. MFFC, the holding company for Milton
Federal Savings Bank has four offices located in Montgomery and Miami Counties.
Upon completion of the merger, Milton Federal Savings Bank will be merged into
First National Bank
Under the terms of the agreement, BFOH will exchange .444 shares of its common
stock and $6.80 for each of the 2,099,995 outstanding shares of MFFC. MFFC's
outstanding stock options will be redeemed for cash equal to the acquisition
price per share less than the exercise price of the options prior to closing.
Based on BFOH's closing price of $20.375 on January 12, 2000, the transaction
would be valued at $33.3 million. The merger will be accounted for as a
purchase, and is expected to be accretive to earnings per share in the first
full year of combined operations. The merger is expected to be consummated in
the second quarter of 2000, pending approval by MFFC's shareholders, regulatory
approval and other customary conditions of closing. The stock portion received
in the transaction is expected to be considered "tax-free". MFFC has granted to
BFOH an option to purchase up to 19.9% of MFFC's outstanding shares upon the
occurrence of certain events.
At September 30, 1999, MFFC had total assets of $256.7 million, deposits of
$168.5 million and shareholders' equity of $25.0 million. For the twelve months
ended September 30, 1999, MFFC reported net income of $1.6 million with a return
on assets of 0.63% and a return on shareholders' equity of 6.19%. At September
30, 1999, BFOH had total assets of $1.2 billion, deposits of $789.3 million and
shareholders' equity of $83.6 million.
Gary N. Fields, President and Chief Executive Officer of BFOH, states, "We are
very pleased to announce this merger with Milton Federal Financial Corporation.
This acquisition is consistent with our strategy of developing banking
franchises in high growth markets along the I-70 corridor and certainly
compliments our existing banking franchise in the Dayton area. Also, this
acquisition is consistent with our stated priorities of having very high asset
quality. We will now have a $1.5 billion bank that will be well positioned to
pursue other growth opportunities. We look forward to welcoming Milton Federal's
customers and employees."
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Glenn E. Aidt, President and Chief Executive Officer of Milton Federal Financial
Corporation, stated, "We believe that this transaction will benefit our
shareholders, customers, employees and community. Our shareholders will realize
significant benefits from the increased liquidity and market value this
combination provides. BancFirst is one of Ohio's premier community financial
institutions and offers a broad array of products that meet the needs of our
customers."
THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE SECURITIES CONTEMPLATED
HEREBY IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL
PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE. AN OFFER TO SELL SHALL ONLY BE MADE PURSUANT TO A PROSPECTUS PREPARED
PURSUANT TO THE SECURITIES ACT OF 1933.
This release contains certain estimates and projections regarding the combined
company following the merger. These estimates and projections constitute
forward-looking statements (within the meaning of the Private Securities
Litigation reform act of 1995), which involve significant risks and
uncertainties. Actual results may differ materially from the results discussed
in these forward-looking statements. Internal and external factors that could
cause such a difference include, but are not limited to: (1) expected cost
savings from the mergers cannot be fully realized or realized within the
expected time frame; (2) revenues following mergers are lower than expected; (3)
competitive pressures among depository institutions increase significantly; (4)
costs or difficulties related to the integration; (5) changes in the interest
rate environment reduce net interest income; (6) general economic conditions
deteriorate, either nationally or in the markets in which the combined company
will be doing business; and (7) legislation or regulatory changes adversely
affect the businesses in which the combined company would be engaged.
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