SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): February 1, 2013
(Exact name of registrant as specified in
|(State or other jurisdiction
|600 South Main Street, North Canton, Ohio
|(Address of principal executive offices)
(Registrant’s telephone number, including
(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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 1, 2013,
Premier Bank & Trust, National Association (“Premier”) located in North Canton, Ohio and a wholly-owned subsidiary
of Ohio Legacy Corp. (“Ohio Legacy”), entered into a Branch Office Purchase and Assumption Agreement (the “Agreement”),
with First National Bank, N.A. located in Orrville, Ohio (“FNB”), and a wholly owned subsidiary of National Bancshares
Corporation and with NBOH Properties, LLC, an Ohio limited liability company, for the purchase of certain assets and the assumption
of certain liabilities of FNB’s Fairlawn branch located at 3085 West Market Street, Akron, Ohio. Under the terms of the Agreement,
Premier will purchase $10 million to $12 million in loans and will assume $13 million to $16 million in deposits. Premier will
pay a deposit premium of approximately 5.25% based on the average amount of assumed deposits during a specified period prior to
the closing, with a minimum premium of $682,500. Premier will also purchase real estate owned by NBOH Properties, LLC for $1.1
million and other assets including fixtures and equipment associated with the branch location.
The transaction, which
is subject to regulatory approvals and certain closing conditions, is expected to be completed during the second quarter of 2013.
On February 4, 2013, Premier and FNB issued a joint press release announcing the transaction, a copy of which is attached hereto
as Exhibit 99.1 and incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
||Press Release, dated February 4, 2013 (filed herewith).|
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.
||Ohio Legacy Corp.|
||/s/ Rick L. Hull|
||Rick L. Hull|
President and Chief Executive Officer .
Date: February 4, 2013