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 AKRON, Ohio, Oct. 21 /PRNewswire/ -- After several months of careful study, the board of directors of First Bancorporation of Ohio (NASDAQ: FBOH) today adopted a shareholder rights plan and declared a dividend of one right for each outstanding share of First Bancorporation of Ohio common stock.
 The plan is similar to shareholder rights plans that have been adopted by more than 2,000 public corporations including over 120 financial institutions and bank holding companies.
 The rights dividend will be effective on Nov. 5, 1993 to shareholders of record as of Nov. 1, 1993. In addition to the rights dividend on currently outstanding common shares, the plan provides that each share of common stock issued after Nov. 1, 1993 will also have one right attached.
 "The plan was not adopted in response to any specific effort to acquire Bancorporation, and the board of directors is not aware of any such effort. The plan is not intended to prevent an acquisition of Bancorporation for a full and fair price in a transaction that is in the best interests of Bancorporation, its shareholders and other constituencies the board may consider," said Howard L. Flood, president and chief executive officer of First Bancorporation of Ohio, "and it is consistent with the philosophy of Bancorporation remaining an independent bank holding company.
 "The board adopted the plan to protect the interests of Bancorporation shareholders by discouraging unfair or financially inadequate takeover proposals, abusive takeover practices and to help ensure that the shareholders receive fair treatment in the event of a takeover attempt. The plan is designed to achieve this objective by encouraging a potential acquiror to negotiate with the board of directors.
 "The plan provides the board of directors flexibility in dealing with any takeover action that might occur," said Flood. "It would not impede any transaction that the board believes is in the best interests of the corporation, its shareholders or other constituencies the board may consider."
 The issuance of rights has no financial effect on Bancorporation, is not dilutive to the corporation, is not taxable to the corporation or its shareholders, and will not change the way in which Bancorporation's common shares are traded. Rights are not exercisable unless and until one of the events stated above would occur and the rights are distributed. They expire at the close of business on Oct. 20, 2003, unless earlier redeemed by Bancorporation.
 First Bancorporation of Ohio reported assets of $3.9 billion as of Sept. 30, 1993, and total shareholder equity of $383.8 million. First Bancorporation, headquartered in Akron, Ohio, operates First National Bank of Ohio, The Old Phoenix National Bank of Medina, Elyria Savings & Trust National Bank, The First National Bank in Massillon, Peoples Federal Savings Bank-Wooster, Peoples Savings Bank-Ashtabula, FBOH Credit Life Insurance Company and Bancorp Trust Company, N.A. in Florida.
 On Sept. 28, 1993, First Bancorporation announced it had entered into a definitive agreement to acquire Great Northern Financial Corporation of Barberton, Ohio, which acquisition is anticipated to be completed in the second quarter of 1994. Great Northern and its subsidiaries operate eleven offices in Summit, Medina and Wayne Counties, Ohio, and had assets as of June 30, 1993 of $384.0 million.
 More specific information on the terms of the rights plan, is as follows:
 Under the plan, the rights would be distributed on the 10th business day after either of the following events would occur, causing a person or group to become an "acquiring person:"
 -- Acquiring 15 percent or more of the outstanding common shares of Bancorporation, except if pursuant to a tender offer for all shares on terms determined by a majority of the continuing directors to be fair, or
 -- The commencement of a tender or exchange offer that would result in the ownership of 15 percent or more of the outstanding common shares.
 When distributed, each right would entitle the holder to purchase, at an "exercise price" of $90, 1/100th of a share of newly issued Series A Preferred Stock of Bancorporation. Any rights held by an acquiring person, however, would be void.
 In lieu of the purchase of Series A Preferred Stock, on and after a person or group becomes an acquiring person:
 -- Each holder of a right may receive that number of shares of Bancorporation's common shares having a market value of two times the exercise price of the right, or
 -- If Bancorporation is acquired in a merger, or there is a transfer of 50 percent or more of Bancorporation's assets or earning power, each right holder would be entitled to receive common shares of the acquiring company worth two times the exercise price of the right.
 In addition, at any time after the acquiring person purchases 15 percent or more of Bancorporation's common shares, but before the purchase of 50 percent, the board may exchange the rights at an exchange ratio of one share of Bancorporation's common stock for each right.
 Bancorporation may redeem the rights for $0.01 per right at any time prior to the 10th business day (subject to extension) following the date when a person or group becomes an acquiring person. Bancorporation may not redeem the rights once they are distributed.
 -0- 10/21/93
 /CONTACT: Terry E. Patton, senior vice president, of First Bancorporation of Ohio, 216-384-8000/

CO: First Bancorporation of Ohio ST: Ohio IN: FIN SU: SRP

BM-KL -- CL009 -- 5063 10/21/93 10:18 EDT
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Publication:PR Newswire
Date:Oct 21, 1993

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