UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Rurban Financial Corp.
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(Name of Issuer)
Common Shares, without par value
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(Title of Class of Securities)
78176 P 108
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(CUSIP Number)
December 31, 2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 78176 P 108 13G
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1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
The State Bank and Trust Company
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3 SEC Use Only
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4 Citizenship or Place of Organization
Ohio
-------------------------- -------- --------------------------------------------
5 Sole Voting Power
229,338
Number of
-------- --------------------------------------------
Shares 6 Shared Voting Power
Beneficially
Owned -0-
by Each
-------- --------------------------------------------
Reporting 7 Sole Dispositive Power
Person
With 173,668
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8 Shared Dispositive Power
468,968
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
642,636
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10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
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11 Percent of Class Represented by Amount in Row 9
13.16%
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12 Type of Reporting Person (See Instructions)
BK
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CUSIP No. 78176 P 108 13G
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1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Rurban Financial Corp. Employee Stock Ownership Plan
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3 SEC Use Only
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4 Citizenship or Place of Organization
Ohio
-------------------------- -------- --------------------------------------------
5 Sole Voting Power
55,670
Number of
-------- --------------------------------------------
Shares 6 Shared Voting Power
Beneficially
Owned -0-
by Each
-------- --------------------------------------------
Reporting 7 Sole Dispositive Power
Person
With -0-
-------- --------------------------------------------
8 Shared Dispositive Power
468,968
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
468,968
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10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
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11 Percent of Class Represented by Amount in Row 9
9.61%
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12 Type of Reporting Person (See Instructions)
EP
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Item 1(a). Name of Issuer:
Rurban Financial Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
401 Clinton Street
Defiance, Ohio 43512
Item 2(a). Names of Persons Filing:
The State Bank and Trust Company
Rurban Financial Corp. Employee Stock Ownership Plan
Item 2(b). Address of Principal Business Office or, if none, Residence:
The State Bank and Trust Company
401 Clinton Street
Defiance, Ohio 43512
Rurban Financial Corp. Employee Stock Ownership Plan
The State Bank and Trust Company, Trustee
401 Clinton Street
Defiance, Ohio 43512
Item 2(c). Citizenship:
The State Bank and Trust Company -
Organized under the laws of Ohio
Rurban Financial Corp. Employee Stock Ownership Plan -
Organized under the laws of Ohio
Item 2(d). Title and Class of Securities:
Common Shares, without par value
Item 2(e). CUSIP Number:
78176 P 108
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Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b),
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section
15 of the Act (15 U.S.C. 78o).
(b) [x] Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment Company registered under
section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
ss. 240.13d-1(b)(1)(ii)(E).
(f) [x] An employee benefit plan or endowment fund
in accordance with ss. 240.13d-1(b)(1)(ii)
(F).
(g) [ ] A parent holding company or control person
in accordance with ss. 240.13d-1(b)(1)(ii)
(G).
(h) [ ] A savings association as defined in
Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with ss. 240.13d-1(b)
(1)(ii)(J).
Item 4. Ownership:
The State Bank and Trust Company
(a) Amount beneficially owned: 642,636
(b) Percent of class: 13.16%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
229,338
(ii) Shared power to vote or to direct the vote:
-0-
(iii) Sole power to dispose or to direct the
disposition of: 173,668
(iv) Shared power to dispose or to direct the
disposition of: 468,968
Rurban Financial Corp. Employee Stock Ownership Plan
(a) Amount beneficially owned:
468,968
(b) Percent of class: 9.61%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
55,670
(ii) Shared power to vote or to direct the vote:
-0-
(iii) Sole power to dispose or to direct the
disposition of: -0-
(iv) Shared power to dispose or to direct the
disposition of: 468,968
At December 31, 2008, there were 468,968 common shares owned
by the Rurban Financial Corp. Employee Stock Ownership Plan
(the "Plan"). The State Bank and Trust Company is the trustee
of the Plan. Under the terms of the Plan, the trustee votes
all of the shares allocated to the accounts of participants as
directed by the participants to whose accounts such shares
have been allocated. With respect to unallocated shares, the
Plan provides that the Trustee shall vote such shares in the
Trustee's discretion. As of December 31, 2008, a total of
55,670 shares held by the Plan had not been allocated to Plan
participants.
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The trustee has limited power to dispose of Plan shares, as
set forth in the Plan, such as in order to pay Plan
participants. The trustee is directed by the Plan to invest
primarily in shares of Rurban Financial Corp.
The State Bank and Trust Company also holds additional common
shares as Trustee of various other trusts.
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the
Parent Holding Company:
Not applicable
Item 8. Identification and Classification of Members of the Group:
Not applicable
Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certification:
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
THE STATE BANK AND TRUST COMPANY
Date: February 17, 2009 By: /s/ David A. Bell
----------------- ---------------------------------------
David A. Bell, Executive Vice President
RURBAN FINANCIAL CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
By: The State Bank and Trust Company,
Trustee
Date: February 17, 2009 By: /s/ David A. Bell
----------------- ---------------------------------------
David A. Bell, Executive Vice President
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EXHIBIT A
AGREEMENT FOR JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G being filed with the
Securities and Exchange Commission to report their beneficial ownership of more
than 5% of the common shares of Rurban Financial Corp., an Ohio corporation,
shall be, and is, filed on behalf of each of the undersigned.
THE STATE BANK AND TRUST COMPANY
Date: February 17, 2009 By: /s/ David A. Bell
----------------- -----------------------------------------
David A. Bell, Executive Vice President
RURBAN FINANCIAL CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
By: The State Bank and Trust Company,
Trustee
Date: February 17, 2009 By: /s/ David A. Bell
----------------- -----------------------------------------
David A. Bell, Executive Vice President
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