1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) September 5, 2001
BANCFIRST OHIO CORP.
- --------------------------------------------------------------------------------
(Exact name of Registrant as Specified in Charter)
OHIO 0-18840 31-1294136
- ----------------------------- --------------------- ----------------------
(State or other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
422 Main Street, P. O. Box 4654 Zanesville, Ohio 43702
------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (740) 452-8444
--------------
- -------------------------------------------------------------------------------
(Former Name or Former Address, if changed since last report)
2
Items 1-4. Not Applicable
Item 5. OTHER EVENTS
On September 5, 2001, Registrant and UNB Corp., an Ohio corporation
("UNB") entered into an Agreement of Merger and Plan of Reorganization (the
"Reorganization Agreement"), pursuant to which Registrant will be merged with
and into UNB as the surviving corporation (the "Merger"). Additionally,
Registrant's banking subsidiary, The First National Bank of Zanesville, will be
merged with and into UNB's banking subsidiary, United National Bank & Trust Co.
Pursuant to the Reorganization Agreement, each outstanding share of
common stock of Registrant ("BancFirst Common Stock") will be converted into
1.325 shares of common stock of UNB ("UNB Common Stock") effective upon the
Merger (the "Effective Time").
Consummation of the transaction contemplated by the Agreement is
subject to the terms and conditions contained in the Reorganization Agreement,
including, among other things, the receipt of approval of the Merger by the
respective shareholders of Registrant and UNB and the receipt of certain
regulatory approvals. The Merger and the transactions contemplated by the
Reorganization Agreement will be submitted for approval at meetings of the
shareholder of Registrant and UNB and, if approved, are expected to close in the
first quarter of 2002. The foregoing description is qualified in its entirety by
reference to the complete text of the Reorganization Agreement, which is filed
as Exhibit 2.1 hereto and hereby incorporated herein by reference.
Immediately following their execution and delivery of the
Reorganization Agreement, the Registrant and UNB entered into stock option
agreements (the "Stock Option Agreements") pursuant to one of which UNB granted
the Registrant the right, upon the terms and subject to the conditions set
forth therein, to purchase up to 1,561,064 shares of UNB common stock at a
price of $18.50 per share, and pursuant to the other of which the Registrant
granted UNB the right, upon the terms and subject to the conditions set forth
therein, to purchase up to 1,302,533 shares of BancFirst Common Stock at a
price of $20.95 per share. The number of shares subject to each of the Stock
Option Agreements represents approximately 14.9% of the voting power of the
holders of securities of each party in the election of directors of that party.
The foregoing description of the Stock Option Agreements is qualified in its
entirety by reference to the complete text of such Stock Option Agreements,
which are filed as Exhibits 99.1 and 99.2 hereto, respectively, and hereby
incorporated herein by reference.
A copy of the press release, dated September 6, 2001, jointly issued by
the Registrant and UNB relating to the Merger is attached as Exhibit 99.3 hereto
and is incorporated herein by reference.
A copy of the investors release dated September 6, 2001, jointly issued
by the Registrant and UNB relating to the Merger is attached hereto as Exhibit
99.4 and is incorporated herein by reference.
2
3
This current report on Form 8-K, and the exhibits hereto, contain
certain estimates and projections regarding the Registrant, UNB and the combined
company following the Merger, including without limitation estimates and
projections relating to the pro forma business and assets of the combined
company, the cost savings, revenue increases and restructuring charges expected
as a result of the merger and the expected impact of the transaction on earnings
per share of the constituent corporations. These estimates and projections
constitute forward-looking statements (within the meaning of the Private
Securities Litigation Reform Act of 1995), and they involve significant risks
and uncertainties. Actual results may differ materially from the results
discussed in these forward-looking statements. Factors that might cause such a
difference include, but are not limited to, risks and uncertainties related to
the consummation and execution of the Merger (including integration activities)
and the factors discussed in the section captioned "Risk Factors" in Item 1 of
the Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 2000 as filed with the Securities and Exchange Commission, which section is
hereby incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit 2.1 Agreement of Merger and Plan of Reorganization,
dated as of September 5, 2001 by and between BancFirst Ohio
Corp. and UNB Corp.
Exhibit 99.1 Stock Option Agreement, dated as of September 5,
2001 by and between UNB Corp., as issuer, and BancFirst Ohio
Corp., as grantee.
Exhibit 99.2 Stock Option Agreement, dated as of September 5,
2001 by and between BancFirst Ohio Corp., as issuer, and UNB
Corp., as grantee.
Exhibit 99.3 Joint press release dated September 6, 2001.
Exhibit 99.4 Joint investor release dated September 6, 2001
3
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.
Date: September 6, 2001 BANCFIRST OHIO CORP.
By: /s/ James H. Nicholson
------------------------------------
Its: EVP & Secretary
4