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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 June 2, 2000
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FARMERS NATIONAL BANC CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 34-1371693
(STATE OR OTHER JURISDICTION OF 2-80339 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (COMMISSION FILE NUMBER) IDENTIFICATION
NUMBER)
20 SOUTH BROAD STREET
CANFIELD, OH 44406
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(330)533-3341
(REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)
COPY TO:
CHARLES D. NIEHAUS
BISCHOFF, KENNEY & NIEHAUS
5630 N. MAIN STREET
SYLVANIA, OHIO 43560
(419) 882-0594; E-MAIL: cniehaus@bknlaw.com
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
MERGER AGREEMENT WITH SECURITY FINANCIAL CORP.
On May 26, 2000, Farmers National Banc Corp. ("Farmers"), an Ohio
corporation, and Security Financial Corp. ("Security"), a Delaware corporation,
entered into an Agreement and Plan of Merger ("Agreement"), pursuant to which
Security will merge with and into Farmers through a tax-free, stock-for-stock
exchange, with Farmers as the surviving corporation ("Merger"). Under the terms
of the Agreement, upon the consummation of the Merger all shares of Security
common stock issued and outstanding immediately prior to the Effective Time (as
defined in the Agreement) of the Merger shall be converted into the right to
receive that number of shares of Farmers common stock equal to a number (rounded
to the nearest thousandth) obtained by dividing $90.00 by the Farmers Common
Stock Average Closing Price (as defined in the Agreement); provided however,
that the Exchange Ratio (as defined in the Agreement) shall not be less than
7.200, nor greater than 9.742, shares of Farmers common stock for each one share
of Security common stock. As of May 30, 2000, the value of the transaction was
approximately $32.6 million.
On May 30, 2000, Farmers and Security issued a joint press release
announcing the Merger, a copy of which is included as Exhibit 99.1 hereto and
incorporated by reference herein.
The Merger, which would be accounted for as a pooling of interests, is
expected to close in the fourth quarter of 2000.
The Agreement has been approved by the boards of directors of both
companies. Consummation of the Merger is subject to certain customary
conditions, including, among others, the adoption of the Agreement by the
Farmers and Security shareholders and receipt of regulatory approvals.
The preceding description of the Agreement is qualified in its
entirety by reference to the copy of the Agreement included as Exhibit 2.1
hereto, and which is incorporated by reference herein.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
2.1 Agreement and Plan of Merger dated May 26, 2000 by and
between Farmers National Banc Corp. and Security
Financial Corp.
99.1 Text of Press Release dated May 30, 2000 issued by
Farmers National Banc Corp.
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 hereunto duly authorized.
FARMERS NATIONAL BANC CORP.
Dated: June 2, 2000 By: /s/ Frank L. Paden
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Frank L. Paden, President and Secretary