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) OCTOBER 27, 2004
Ohio State Bancshares, Inc.
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(Exact name of registrant as specified in its charter)
OHIO 34-1816546
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
111 S. MAIN STREET, MARION, OHIO 43302
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 740-387-2265
N/A
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 27, 2004, Ohio State Bancshares, Inc. entered into an agreement to
purchase two banking branches from First Citizens Banc Corp. of Sandusky, Ohio.
The two branches are located in Richwood and Green Camp, Ohio. The transaction
will consist of approximately $19 million in deposits, $8 million in loans, and
two branch facilities. Ohio State Bancshares, Inc. expects to pay a premium of
approximately $848,000 subject to certain adjustments through the closing of
this transaction. Subject to regulatory approval, the transaction is expected to
close early in 2005. Both branches will be combined with Ohio State Bancshares,
Inc.'s, wholly owned subsidiary, The Marion Bank.
ITEM 8.01 OTHER EVENTS.
Ohio State Bancshares, Inc. is announcing that its wholly owned subsidiary, The
Marion Bank, will be changing its name to The Ohio State Bank early in 2005.
Along with the two branches to be purchased from First Citizens Banc Corp., the
Corporation is in negotiations on development land in Delaware County, where
plans are to begin construction of a full service branch in 2005. With the
expansion of services inside and outside of the City of Marion, the Corporation
concluded that a brand name change for the Bank would create a uniform regional
identity for customers and shareholders.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of businesses acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits
Exhibit Number Description of Exhibit
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2.1 Purchase of Assets and Liability Assumption Agreement, dated
October 27, 2004, by and between First Citizens Bank and The
Marion Bank.
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 authorized.
Dated: November 1, 2004
Ohio State Bancshares, Inc.
By /s/ Todd M. Wanner
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Todd M. Wanner
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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2.1 Purchase of Assets and Liability Assumption Agreement, dated
October 27, 2004, by and between First Citizens Bank and The
Marion Bank.