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): July 22, 2005 (July 21, 2005)
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:
[X] 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 2.02. Results of Operations and Financial Condition
On July 21, 2005, Rurban Financial Corp. (the "Company") issued a news
release reporting results for the second fiscal quarter ended June 30, 2005. A
copy of the July 21, 2005 news release is furnished as Exhibit 99.1 and is
incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1 furnished
herewith, is being furnished and shall not be deemed to be "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to the liabilities of that Section, nor shall such information
be deemed to be incorporated by reference in any registration statement or other
document filed under the Securities Act of 1933 (the "Securities Act") or the
Exchange Act, except as otherwise stated in such filing.
Item 7.01 - Regulation FD Disclosure
On July 21, 2005, the Company issued a press release announcing that its
Board of Directors has declared a third quarter 2005 dividend of $0.05 per share
payable on August 19, 2005 to all shareholders of record on August 5, 2005. A
copy of the July 21, 2005 news release is furnished as Exhibit 99.2 and is
incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.2 furnished
herewith, is being furnished and shall not be deemed to be "filed" for purposes
of Section 18 of the Exchange Act or otherwise subject to the liabilities of
that Section, nor shall such information be deemed to be incorporated by
reference in any registration statement or other document filed under the
Securities Act or the Exchange Act, except as otherwise stated in such filing.
Item 8.01 - Other Events
On July 21, 2005, the Company issued a news release reporting results for
the second fiscal quarter ended June 30, 2005. A copy of the July 21, 2005 news
release is furnished as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of business acquired - Not Applicable
(b) Pro forma financial information - Not Applicable
(c) Exhibits
Exhibit No. Description
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99.1 News release issued by Rurban Financial Corp. on July 21, 2005
regarding results for the second fiscal quarter ended June 30,
2005.
99.2 News release issued by Rurban Financial Corp. on July 21, 2005
regarding declaration of third quarter dividend
[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: July 22, 2005 By: /s/ James E. Adams
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James E. Adams
Executive Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
Current Report on Form 8-K
Dated July 22, 2005
Rurban Financial Corp.
Exhibit No. Description
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99.1 News release issued by Rurban Financial Corp. on July 21, 2005
regarding results for the second fiscal quarter ended June 30,
2005.
99.2 News release issued by Rurban Financial Corp. on July 21, 2005
regarding declaration of third quarter dividend.
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