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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
Date of Report (Date of earliest event reported): January 13, 2000
MILTON FEDERAL FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
OHIO 0-24834 31-1412064
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(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer I.D. No.)
25 Lowry Drive, West Milton, Ohio 45383
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (937) 698-4168
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Item 5. Other Events.
On January 13, 2000, BancFirst Ohio Corp., a bank holding company
incorporated under the laws of Ohio ("BFOH"), The First National Bank of
Zanesville, a national bank incorporated under the laws of the United States
(the "BANK"), Milton Federal Financial Corporation, a savings and loan holding
company incorporated under the laws of Ohio ("MFFC"), and Milton Federal Savings
Bank, a federal savings bank incorporated under the laws of the United States
("MFSB"), entered into an Agreement and Plan of Reorganization, a copy of which
is attached hereto as Exhibit 2 (the "Agreement"). The Agreement provides for
the merger of MFFC with and into BFOH (the "BFOH Merger") and the immediately
subsequent merger of MFSB with and into the BANK (the "Bank Merger"). The
following summary of some of the material terms and conditions of the Agreement
is qualified in its entirety by reference to Exhibit 2.
In connection with the BFOH Merger, BFOH 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 BFOH's common stock of $20.375 on January 12,
2000, the transaction would be valued at $33.3 million.
The BFOH Merger and the Bank Merger are subject to the approval of the
shareholders of MFFC, respectively, regulatory approval and other customary
conditions of closing. The Agreement may be terminated by the Board of Directors
of MFFC or BFOH in the event that certain representations or warranties made by
the parties in the Agreement are not true in any material respect or in the
event certain conditions contained in the Agreement are not fulfilled, including
the failure of the BFOH Merger to be consummated on or before September 30,
2000.
Item 7. Financial Statements and Exhibits.
(a) and (b). Not applicable.
(c) Exhibits.
See Index to Exhibits.
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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.
MILTON FEDERAL
FINANCIAL CORPORATION
By: /s/ Glenn E. Aidt
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Glenn E. Aidt, President
Date: January 19, 2000
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INDEX TO EXHIBITS
Exhibit Number Description
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2 Agreement and Plan of Reorganization, dated January 13, 2000, by
and among BancFirst Ohio Corp., The First National Bank of
Zanesville, Milton Federal Financial Corporation and Milton
Federal Savings Bank
99 News Release of Milton Federal Financial Corporation, dated
January 13, 2000
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