1 UNITED STATES 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): June 20, 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 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS 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"), which was closed by the parties, with the merger effective on June 20, 2000. 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. The Company will fund the cash portion of the acquisition through cash from operations. Attached hereto as Appendix A and incorporated herein by this reference is a copy of the press release issued by BancFirst Ohio Corp. on June 20, 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. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of businesses acquired The Registrant incorporates herein by this reference the Consolidated Financial Statements and notes thereto of Milton Federal Financial Corporation filed with the Securities and Exchange Commission as a part of the Milton Federal Financial Corporation Annual Report on Form 10-K for the year ended September 30, 1999 and as a part of the Milton Federal Financial Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (Commission File No. 0-24834). (b) Pro forma financial information Unaudited Pro Forma Condensed Consolidated Balance Sheet................B-1 Unaudited Pro Forma Condensed Consolidated Statement of Income...........................................................B-2 Notes to Unaudited Pro Forma Consolidated Condensed Financial Statements................................................B-3 (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 (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K dated January 13, 2000). 99.1 Milton Federal Financial Corporation Financial Statements Incorporated Herein by Reference: Consolidated Balance Sheets....................................A-1 Consolidated Statements of Income..............................A-2 Consolidated Statements of Comprehensive Income................A-3 Consolidated Statements of Changes in Shareholders' Equity.....A-4 Consolidated Statements of Cash Flows..........................A-6 Notes to Consolidated Financial Statements.....................A-8 Consolidated Balance Sheets...................................A-25 Consolidated Statements of Income.............................A-26 Consolidated Statements of Comprehensive Income...............A-27 Consolidated Statements of Changes in Shareholders' Equity....A-28 Consolidated Statements of Cash Flows.........................A-29 Notes to Consolidated Financial Statements....................A-30 4 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 17th day of August, 2000. BANCFIRST OHIO CORP. By: /s/ Kim M. Taylor ------------------------ Kim M. Taylor, Chief Financial Officer 5 APPENDIX A N E W S R E L E A S E BANCFIRST OHIO CORP. 422 MAIN STREET ZANESVILLE, OH 43701 CONTACT: KIM TAYLOR (740) 588-6795 JUNE 20, 2000 - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE: BANCFIRST OHIO CORP. CLOSES MERGER WITH MILTON ---------------------------------------------- FEDERAL FINANCIAL CORPORATION ----------------------------- ZANESVILLE, OHIO, June 20, 2000, BancFirst Ohio Corp. (NASDAQ - NMS: BFOH) announced today that it has closed the merger of Milton Federal Financial Corporation ("MFFC") into BancFirst Ohio Corp. ("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. Simultaneous with the merger, Milton Federal Savings Bank has been merged into The First National Bank of Zanesville and will operate as Bank First National financial centers. Under the terms of the merger agreement, BFOH exchanged .444 shares of its common stock and $6.80 for each of the 2,099,995 outstanding shares of MFFC. 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. Gary N. Fields, President and Chief Executive Officer of BFOH, states, "Milton Federal Financial Corporation represents a very strategic acquisition for BancFirst Ohio Corp. and significantly complements our existing financial centers in Bellbrook and Centerville. Under the direction of Glenn Aidt this company has maintained high asset quality and has expanded its presence in the rapidly growing Dayton area. We are pleased that Glenn will remain with BancFirst as Dayton area executive, and look forward to implementing our complete menu of community banking services to Milton Federal customers in the West Milton, Tipp City, Englewood, and Brookville communities. We now have a $1.5 billion bank along the 6 I-70 corridor that is well positioned to pursue new growth opportunities." Glenn Aidt states, "Milton Federal is excited to have found a merger partner that shares our community banking philosophy with a strong focus on customer service. We will now be able to offer a broader array of banking products which will include internet banking, trust services, financial planning services, and strong capabilities in small business banking." 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. 7 BancFirst Ohio Corp. Unaudited Pro Forma Condensed Consolidated Balance Sheet March 31, 2000 BancFirst Milton Pro Forma Pro Forma Historical Historical Adjustments Consolidated ---------- ---------- ----------- ------------ (In thousands) ASSETS: Cash and due from banks, federal funds sold and interest bearing deposits $ 26,850 $ 2,117 $ -- $ 28,967 Investment securities 350,050 49,914 (2,363)(2) 380,720 (16,881)(1) Loans receivable - net 874,150 200,553 (7,803)(2) 1,066,900 Premises and equipment 14,997 2,525 975 (2) 18,497 Goodwill and other intangibles 12,255 -- 10,098 (1) 24,053 1,700 (2) Other assets 42,734 3,867 3,066 (2) 49,667 ---------- -------- -------- ---------- Total assets $1,321,036 $258,976 $(11,208) $1,568,804 ========== ======== ======== ========== LIABILITIES AND SHAREHOLDERS' EQUITY: Liabilities: Deposits $ 807,367 $164,353 $ 97 (2) $ 971,817 Federal funds purchased 26,200 -- -- 26,200 Borrowings 396,898 68,366 (559)(2) 464,705 Other liabilities 11,485 1,268 -- 12,753 ---------- -------- -------- ---------- Total liabilities 1,241,950 233,987 (462) 1,475,475 ---------- -------- -------- ---------- Shareholders' Equity: Common stock, no par value 66,313 25,295 (25,295)(3) 80,556 14,243 (1) Retained earnings 37,798 8,773 (8,773)(3) 37,798 Accumulated other comprehensive income (8,466) (665) 665 (3) (8,466) Treasury stock and other (16,559) (8,414) 8,414 (3) (16,559) ---------- -------- -------- ---------- Total shareholders' equity 79,086 24,989 (10,746) 93,329 ---------- -------- -------- ---------- Total liabilities and shareholders' equity $1,321,036 $258,976 $(11,208) $1,568,804 ========== ======== ======== ========== B-1 8 BancFirst Ohio Corp. Unaudited Pro Forma Condensed Consolidated Statement of Income Three Months Ended March 31, 2000 BancFirst Milton Pro Forma Pro Forma Historical Historical Adjustments Consolidated ---------- ---------- ----------- ------------ (In thousands) Interest income: Interest and fees on loans $18,025 $ 3,776 $ 324 (1) $22,125 Securities 6,030 814 105 (1) $ 6,675 -- -- (274)(2) -- ------- ------- ------- ------- Total interest income 24,055 4,590 155 28,800 ------- ------- ------- ------- Interest expense: Deposits 8,256 1,962 (12)(1) 10,206 Borrowings 6,188 987 33 (1) 7,208 ------- ------- ------- ------- Total interest expense 14,444 2,949 21 17,414 ------- ------- ------- ------- Net interest income 9,611 1,641 134 11,386 Provision for possible loan losses 450 20 -- 470 ------- ------- ------- ------- Net interest income after provision for possible loan losses 9,161 1,621 134 10,916 ------- ------- ------- ------- Other income: Trust and custodian fees 650 -- -- 650 Customer service fees 528 98 -- 626 Gains on sales of loans 615 -- -- 615 Other 1,180 30 -- 1,210 ------- ------- ------- ------- Total other income 2,973 128 -- 3,101 ------- ------- ------- ------- Other expenses: Salaries and employee benefits 4,417 658 -- 5,075 Net occupancy expense 527 107 9 (1) 643 Amortization of intangibles 351 -- 180 (1) 531 Other 2,390 371 -- 2,761 ------- ------- ------- ------- Total other expenses 7,685 1,136 189 9,010 ------- ------- ------- ------- Income before income taxes and extraordinary item 4,449 613 (55) 5,007 Provision for federal income taxes 1,375 213 44 (3) 1,632 ------- ------- ------- ------- Net income $ 3,074 $ 400 $ (99) $ 3,375 ======= ======= ======= ======= Earnings per share: Basic $ 0.41 $ 0.20 $ 0.40 Diluted $ 0.41 $ 0.20 $ 0.40 Weighted average number of shares outstanding: Basic 7,560 1,986 (1,986)(4) 8,479 919 (5) Diluted 7,574 2,000 (2,000)(4) 8,493 919 (5) B-2 9 BANCFIRST OHIO CORP. NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) BASIS OF PRESENTATION The following pro forma adjustments are based on available information and certain estimates and assumptions. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments. The Company believes that such assumptions provide a reasonable basis for presenting all of the significant effects of the following transactions and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma consolidated condensed financial statements. ADJUSTMENTS TO PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET (1) Represents the acquisition for a total purchase price of $28,316. In addition, acquisition related costs totaling $2,808 are capitalized for obligations under employment contracts, severance payments and legal and other transaction related fees. The acquisition, which was funded partially with the issuance of approximately 919,00 shares of BancFirst common stock and partially with cash obtained from sales of investment securities, is summarized as follows: Value of BancFirst common stock issued $14,243 Cash paid to Milton shareholders 14,073 ------- Total purchase price 28,316 Capitalized acquisition costs 2,808 ------- Total acquisition cost 31,124 Milton shareholders' equity 24,989 ------- Excess acquisition cost over book value 6,135 Adjustments to reflect fair value (see (2) below) 3,963 ------- Total goodwill $10,098 ======= (2) Represents adjustments to reflect fair values of assets and liabilities as follows: Securities held to maturity $(2,363) Loans receivable (7,803) Fixed assets 975 Deposits (97) Borrowings 559 Core deposit intangible 1,700 Deferred income tax asset 3,066 ------- Total fair value adjustments $(3,963) ======= (3) Represents elimination of Milton equity accounts. B-3 10 BANCFIRST OHIO CORP. NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS ADJUSTMENTS TO PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF INCOME (1) Represents the amortization of the purchase accounting adjustments over the following periods: Amortization Amortization Period Method ------ ------ Securities held to maturity 8 years Level yield Loans receivable 8 years Level yield Fixed assets 30 years Straight line Deposits 2 years Straight line Borrowings 4.25 years Straight line Core deposit intangible 10 years Straight line Goodwill 20 years Straight line (2) Represents reduction in interest income on securities sold to provide the cash funding for the acquisition. (3) Represents the estimated income tax effects on the pro forma adjustments at an effective tax rate of 35%. (4) Eliminate common shares outstanding of Milton. (5) Represents common shares of BancFirst issued in connection with the acquisition. B-4