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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 27, 1997
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.)
1530 West River Road North, 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 OR DISPOSITION OF ASSETS
On February 27, 1997 CoBancorp Inc. ("CoBancorp") acquired Jefferson
Savings Bank, an Ohio-chartered savings association ("Jefferson") with assets of
approximately $62 million, by means of a merger of an interim subsidiary of
CoBancorp with and into Jefferson. Cash in the amount of $6,733,000 was paid to
Jefferson's shareholders, they also received additional consideration of
$649,498 attributable to certain favorable tax benefits (confirmed by an IRS
Private Letter Ruling dated May 31, 1996) in exchange for Jefferson's 3,535
issued and outstanding shares. The transaction was accounted for under the
purchase method. Jefferson remains a separate savings association subsidiary
of CoBancorp.
The terms of the sale, including the purchase price and form of
consideration were the result of arms'-length negotiations between the parties.
Prior to this transaction, there has been no material relationship between
Jefferson and CoBancorp, its affiliates, any officer or director of CoBancorp or
any of their affiliates.
In connection with the acquisition, CoBancorp acquired all of the
equipment and other physical property of Jefferson, consisting of equipment and
physical property used in Jefferson's banking business. CoBancorp intends to
continue to use the assets acquired in this transaction in the manner utilized
by Jefferson prior to the acquisition.
Jefferson conducts its operations in the following locations, all of
which will continue in operation for the immediate future following the
acquisition:
Location Description
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1. One East Main Street Main Office
West Jefferson, Ohio 43162
2. 101 West High Street London Office
London, Ohio 43140
3. 299 Yankee Town Road Mt. Sterling Office
Mt. Sterling, Ohio 43143
Headquartered in Elyria, Ohio, CoBancorp Inc. is a publicly traded bank
holding company (Nasdaq symbol "COBI") incorporated under the laws of the State
of Ohio and reporting under the Securities Exchange Act of 1934. As of December
31, 1996, CoBancorp Inc. reported assets of $598,917,714 and shareholders'
equity of $54,644,617. Through CoBancorp's principal banking subsidiary,
PREMIERBank & Trust, banking offices operate in Lorain County and portions of
Cuyahoga, Erie, Richland, Huron, Franklin, Delaware and Crawford Counties, Ohio.
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
Exhibits:
10 Agreement and Plan of Reorganization and Merger dated
August 26, 1996 by and among CoBancorp Inc., Prime
Interim Savings Bank and Jefferson Savings Bank and
amendments thereto.
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 13, 1997 By: /s/ Timothy W. Esson
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Timothy W. Esson
Executive Vice President
and Treasurer