Converted by EDGARwiz

0000906318-14-000008.txt : 20140124 0000906318-14-000008.hdr.sgml : 20140124 20140124160740 ACCESSION NUMBER: 0000906318-14-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140124 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140124 DATE AS OF CHANGE: 20140124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LCNB CORP CENTRAL INDEX KEY: 0001074902 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 311626393 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35292 FILM NUMBER: 14546151 BUSINESS ADDRESS: STREET 1: 2 NORTH BROADWAY CITY: LEBANON STATE: OH ZIP: 45036 BUSINESS PHONE: 5139321414 MAIL ADDRESS: STREET 1: 2 NORTH BROADWAY CITY: LEBANON STATE: OH ZIP: 45036 8-K 1 lcnb8k12414.htm FORM 8-K Converted by EDGARwiz

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8K

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 24, 2014

LCNB CORP.

(Exact name of Registrant as specified in its Charter)


Ohio	0-26121	31-1626393
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification Number)


2 North Broadway, Lebanon, Ohio	45036
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (513) 932-1414

N/A

(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 (see General Instruction A.2. below):

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.

On January 24, 2014, LCNB Corp. (“LCNB”) consummated the acquisition of Eaton National Bank & Trust Co. (“Eaton National”), a national bank and wholly-owned subsidiary of Colonial Banc Corp. (“Colonial”), and its merger with and into LCNB National Bank, a national bank and wholly-owned subsidiary of LCNB, in accordance with the Stock Purchase Agreement, dated as of October 28, 2013, by and between LCNB and Colonial (the “Purchase Agreement”).

Pursuant to the terms of the Purchase Agreement, the all-cash purchase price paid for all of the issued and outstanding shares of Eaton National was $24.75 million.

The description of the Purchase Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated by reference.

LCNB issued a press release on January 24, 2014 announcing the consummation of the acquisition and merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.

Item 7.01 Regulation FD Disclosure.

The information set forth in Item 2.01 of this Current Report on Form 8-K and in the press release attached as Exhibit 99.1 is incorporated in this Item 7.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

2.1

Stock Purchase Agreement dated as of October 28, 2013, by and between LCNB Corp. and Colonial Banc Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by LCNB with the Securities and Exchange Commission on October 28, 2013)

99.1

Press release issued by LCNB Corp. on January 24, 2014.

SIGNATURES

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.


	LCNB CORP.


Date: January 24, 2014	By: /s/ Robert C. Haines II
		Robert C. Haines II Chief Financial Officer

EX-99 2 ex991.htm EXHIBIT 99.1 Converted by EDGARwiz

Exhibit 99.1

January 24, 2014

For more information contact

Stephen P. Wilson, Chairman and CEO

TO ALL MEDIA:

Steve P. Foster, President

FOR IMMEDIATE RELEASE

at 800-344-BANK

RE:

LCNB National Bank and Eaton National Bank & Trust Co. Complete Their Merger

On Friday, January 24, 2014, LCNB Corp. consummated its acquisition of all of the shares of stock in Eaton National Bank & Trust Co. (ENB) from Colonial Banc Corp., and the merger of ENB into LCNB Corp.’s wholly-owned subsidiary, LCNB National Bank. The ENB offices will now assume the name, LCNB National Bank, and the management and staff will essentially remain the same.

Brian Shera, ENB President and CEO, stated, "We look forward to what the future holds as LCNB National Bank. Both banks shared many similarities and the merger will only strengthen the position of LCNB as one of the premiere community banks in Ohio. Our customers should enjoy the same level of personal service they have come to expect, but with additional benefits such as a full service Trust and Investment Department, a higher lending limit and mobile banking."

Stephen P. Wilson, Chairman and CEO of LCNB Corp., stated, "We are very pleased to be expanding into the Preble County market with this transaction. Eaton National is well respected and its team has done an excellent job in building the bank to its current position. Now, as part of LCNB, we believe that we will be able to broaden our reach in serving consumers and businesses in this new market and adjacent markets." Steve Foster, President of LCNB National Bank, added, "LCNB's success, like Eaton National's, has been built on providing excellent customer service." He continued, "We are confident that we can now provide to Eaton National’s customers the same products and services as the region's larger banks, but we deliver them with a community bank's level of personal service."

LCNB Corp. is a financial holding company headquartered in Lebanon, Ohio. LCNB National Bank is its wholly-owned subsidiary with 36 offices located in Butler, Clermont, Clinton, Fayette, Hamilton, Montgomery, Preble, Ross, and Warren Counties, Ohio. Additional information about LCNB Corp. and information about products and services offered by LCNB National Bank can be found on the Internet at www.LCNB.com.

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Certain statements made herein may be deemed to be forward-looking statements that involve risks and uncertainties, including regulatory policy changes, interest rate fluctuations, loan demand, loan delinquencies and losses, and other risks. Actual strategies and results in future time periods may differ materially from those currently expected. Such forward-looking statements represent management’s judgment as of the current date. LCNB disclaims any intent or obligation to update such forward-looking statements. LCNB intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.