Exhibit 99.1
Corporate Headquarters:
4555 Montgomery Road
Cincinnati, Ohio 45212
Phone: 513.351.6666
FIDELITY FINANCIAL OF OHIO, INC. Facsimile: 513.458.3473
For Immediate Release
September 28, 1998
For more information contact:
Fidelity Federal Savings Bank Glenway Financial Corporation
4555 Montgomery Road 5535 Glenway Avenue
Cincinnati, OH 45212 Clincinnati, OH 45238
(513) 351-6666 (513) 922- 5959
Contact: John R. Reusing Contact: Robert R. Sudbrook
MERGER OF EQUALS
Fidelity Financial of Ohio, Inc. ("Fidelity") ( Nasdaq National Market: FFOH)
and Glenway Financial Corporation ("Glenway") (Nasdaq National Market: GFCO)
announced today a merger of equals, forming a $835 million savings bank with 17
branches in Southwestern Ohio. Fidelity is the holding company for Fidelity
Federal Savings Bank ("Fidelity Bank") and Glenway is the holding company for
Centennial Savings Bank ("Centennial Bank").
The merger of equals will involve the merger of Glenway into a subsidiary of
Fidelity which will result in each shareholder of Glenway receiving 1.50 shares
of Fidelity common stock in exchange for each share of Glenway common stock and
cash in lieu of fractional shares followed immediately by the merger of Fidelity
Bank into Centennial Bank.
The Board of Directors of the combined company will consist of seven
representatives designated by Fidelity and five representatives designated by
Glenway. John R. Reusing will be the Chairman of the Board of Fidelity and
President of Centennial Bank and Robert R. Sudbrook will be the President and
Chief Executive Officer of Fidelity and Chairman of the Board and Chief
Executive Officer of Centennial Bank.
The merger is expected to be completed in the first quarter of 1999, following
the receipt of all regulatory and shareholder approvals. It is intended that the
transactions constitute a tax-free reorganization under the Internal Revenue
Code, so that shareholders of Glenway will not recognize gain or loss in
connection with the exchange. In addition, it is intended that the merger be
accounted for as a "pooling of interest" so that no goodwill be created.
Robert R. Sudbrook, President and Chief Executive Officer of Glenway, commented:
"This merger of equals presents a unique opportunity for us to achieve an asset
size, and related economies of scale, more quickly as a combined company than
either of us could have achieved independently. Glenway and Fidelity complement
each other in many important ways that will enable the combined company to
maximize the individual strength of the two companies. The
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combined company will benefit from a management team, operating systems and
capital level that will position us strategically to compete effectively in the
changing financial services industry. Our board took a long-term view in
assessing the merits of this combination.
John R. Reusing, President and Chief Executive Officer of Fidelity stated:
"Based on current asset sizes, the combined entity will be the largest savings
bank headquartered in Hamilton County when the merger is completed. As a result
of this merger of equals, we will achieve significant cost savings and are
confident that additional revenues will be generated as a result of our expanded
market share. In addition to geographic expansion, the larger infrastructure of
the combined company will support expansion of product lines, particularly
business and commercial financial services. We are excited about the
opportunities this merger presents to the shareholders, employees and customers
of both companies."
This transaction is expected to be accretive to earnings per share in the first
full year of combined operations for both sets of shareholders. Cost savings of
approximately $1.7 million or 12% of the combined last 12 months G&A expenses
are anticipated.
In connection with the agreement, Glenway granted Fidelity an option to acquire
up to 19.9% of the outstanding Glenway common stock upon the occurrence of
certain events. Concurrently, Fidelity granted Glenway an option to acquire up
to 19.9% of the outstanding Fidelity common stock upon the occurrence of certain
events, which events are essentially the same as those set forth in the Glenway
option.
At June 30, 1998, Fidelity had consolidated assets of $531.9 million and total
stockholders' equity of $66.0 million. Fidelity Bank operates 12 banking offices
in the Greater Cincinnati area, including Hamilton and Butler Counties.
At June 30, 1998, Glenway had consolidated assets of $303.3 million and total
stockholders' equity of $29.2 million. Centennial Bank operates five banking
offices in the Greater Cincinnati area, primarily western Hamilton county.
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