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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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): February 16, 1996
COBANCORP INC.
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(Exact name of Registrant as specified in its Charter)
OHIO 0-13166 34-1465382
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(State or other Jurisdiction of (Commission (IRS Employer
incorporation) File number) Identification No.)
124 Middle Avenue, Elyria, Ohio 44035
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 329-8000
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ITEM 2. ACQUISITION OF ASSETS
Pursuant to an Office Purchase and Assumption Agreement dated November
10, 1995 (the "Agreement") by and among CoBancorp Inc., PremierBank & Trust and
Bank One, Cleveland, N.A., as amended, on February 16, 1996 the Registrant
(CoBancorp Inc.) and its banking subsidiary, PremierBank & Trust (the "Bank"),
completed the acquisition of eleven branches of Bank One, Cleveland, N.A.
("Bank One") located in Lorain County, Ohio. The branches acquired by Premier
have total deposits of approximately $111 million. The acquisition of these
branch offices and assumption by the Bank of the deposit liabilities associated
with the offices increases the total number of full-service offices of the Bank
to 38. The branches were acquired by the Bank for total consideration of
$5,526,681, representing a premium of 5% on core deposits.
Under the terms of the transaction, the Bank acquired the branches and
associated assets such as furniture, fixtures and equipment and certain deposit
account-related loans, and the Bank assumed the deposit account liabilities of
Bank One associated with these branches, as well as liabilities under leases
related to the acquired branches. The following table identifies the branches
acquired and indicates which of them are located on leased property, with the
remainder situated on real estate acquired by the Bank as part of the
transaction:
1619 Kansas Avenue 5 South Main Street 672 Oberlin Road
Lorain, Ohio Oberlin, Ohio (Leased, except Elyria, Ohio
for auto teller)
2808 West 21st Street 107 North Lake Street 220 Third Street
Lorain, Ohio South Amherst, Ohio Elyria, Ohio (Leased)
301 West Erie Avenue State and Rosa Streets 515 North Abbe Road
Lorain, Ohio Kipton, Ohio Elyria, Ohio (Leased)
1139 Tower Boulevard 216 North Main Street
Lorain, Ohio (including ATM) Wellington, Ohio
At this time, the Bank intends to operate the acquired branches as its
own.
Headquartered in Elyria, Ohio, CoBancorp Inc. is a publicly traded
one-bank holding company (NASDAQ symbol "COBI") incorporated under the laws of
the State of Ohio and reporting under Section 13 or 15(d) of the Securities
Exchange Act of 1934. As of December 31, 1995, CoBancorp Inc. reported assets
of $529,530,350 and shareholders' equity of $50,672,221. Through the Bank, it
operates banking offices in Lorain County and portions of Cuyahoga, Erie,
Richland, Huron, Franklin, Delaware and Crawford Counties, Ohio. The Bank also
operates a consumer loan production office in Franklin County, Ohio. With
working capital and retained earnings as the source of financing for the
transaction, the acquisition of branches was completed without the use by
CoBancorp Inc. or the Bank of funds borrowed for the purpose of completing the
acquisition.
There is no material relationship between the Registrant and Bank One,
nor any material relationship between the Bank and Bank One, including any
director, officer, or affiliate relationships.
The foregoing information does not purport to be complete and is
qualified in its entirety by reference to the exhibits to this Current Report
on Form 8-K.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA, FINANCIAL INFORMATION, AND EXHIBITS
(b) Pro Forma financial information:
As of the date of filing of this Current Report on Form 8-K,
it is impracticable for the Registrant to provide the pro
forma financial information required by this Item 7(b). In
accordance with Item 7(b) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no
later than 60 days after March 4, 1996.
(c) Exhibits:
10 Office Purchase and Assumption Agreement dated
November 10, 1995 by and among CoBancorp Inc.,
PremierBank & Trust and Bank One, Cleveland, N.A.,
and amendments thereto.
27 Financial Data Schedule (To be filed by Amendment).
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 thereunto duly authorized.
COBANCORP INC.
Date: March 1, 1996 By: /s/ John S. Kreighbaum
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John S. Kreighbaum
Chairman, President and Chief Executive
Officer