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): January 5, 2006
(December 31, 2005)
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RURBAN FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
Ohio 0-13507 34-1395608
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation or organization) Number) Identification No.)
401 Clinton Street, Defiance, Ohio 43512
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(Address of principal executive offices) (Zip Code)
(419) 783-8950
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(Registrant's telephone number, including area code)
Not Applicable
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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:
/ / 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 2.01. Completion of Acquisition or Disposition of Assets
Rurban Financial Corp., an Ohio corporation ("Rurban"), completed the
acquisition of Exchange Bancshares, Inc., an Ohio corporation ("Exchange"), and
its wholly-owned subsidiary, Exchange Bank, headquartered in Luckey, Ohio,
effective after the close of business on December 31, 2005. In accordance with
the terms and conditions of the Agreement and Plan of Merger, dated as of April
13, 2005, by and between Rurban and Exchange (the "Merger Agreement"), Exchange
was merged with and into Rurban, with Rurban being the surviving corporation in
the merger. As a result of the merger, Exchange Bank became a wholly-owned bank
subsidiary of Rurban. As of September 30, 2005, Exchange had consolidated assets
of $82.2 million, total loans of $58.3 million and total deposits of $71.1
million.
Pursuant to the terms and conditions of the Merger Agreement, each of
the 586,644 issued and outstanding common shares of Exchange were converted on
December 31, 2005 into the right to receive either $22.00 in cash or 1.555
common shares of Rurban. Shareholders of Exchange who own 100 or fewer shares
will receive all cash, while shareholders of Exchange who own more than 100
shares may elect to receive cash, Rurban common shares or a combination of cash
and Rurban common shares. Elections made by Exchange shareholders may be
prorated, if necessary, to ensure that the aggregate consideration paid by
Rurban to Exchange shareholders, including cash paid in lieu of the issuance of
fractional shares, equals $6,453,084. Rurban will use a portion of the proceeds
of its September 15, 2005 trust preferred securities offering to fund the cash
portion of the merger consideration.
A copy of the press release announcing the completion of the
acquisition of Exchange is furnished as Exhibit 99 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of business acquired
The financial statements of the business acquired are not being filed
with this report. Such financial statements, if required, will be filed
by amendment to this report within 71 days after the date that this
report on Form 8-K is required to be filed.
(b) Pro forma financial information
Pro forma financial information is not being filed with this report.
Such pro forma financial information, if required, will be filed by
amendment to this report within 71 days after the date that this report
on Form 8-K is required to be filed.
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(c) Exhibits
Exhibit No. Description Location
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2 Agreement and Plan of Merger, dated as of Incorporated herein by reference to Rurban's
April 13, 2005, by and between Rurban Current Report on Form 8-K filed April 14,
Financial Corp. and Exchange Bancshares, Inc. 2005 (File No. 0-13507) [Exhibit 2.1]
99 News Release issued by Rurban Financial Filed herewith
Corp. on January 3, 2006
[Remainder of page intentionally left blank; signature on following page.]
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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 duly authorized.
RURBAN FINANCIAL CORP.
Dated: January 5, 2006 By: /s/ Duane L. Sinn
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Duane L. Sinn
Chief Financial Officer
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INDEX TO EXHIBITS
Current Report on Form 8-K
Dated January 5, 2006
Rurban Financial Corp.
Exhibit No. Description Location
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2 Agreement and Plan of Merger, dated as of Incorporated herein by reference to Rurban's
April 13, 2005, by and between Rurban Current Report on Form 8-K filed April 14,
Financial Corp. and Exchange Bancshares, Inc. 2005 (File No. 0-13507) [Exhibit 2.1]
99 News Release issued by Rurban Financial Filed herewith
Corp. on January 3, 2006
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