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 30, 2004 (July 28, 2004)
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 Number) (IRS Employer
of incorporation or organization) 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.)
Item 7. Financial Statements and Exhibits
(a) Financial Statements - Not Applicable
(b) Pro Forma Financial Information - Not Applicable
(c) Exhibits
Exhibit No. Description
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99 Transcript of webcast conducted by Rurban Financial Corp.
on July 28, 2004.
Item 9. Regulation FD Disclosure.
On July 28, 2004, Rurban Financial Corp. (the "Company") conducted a
webcast to discuss its results for the second fiscal quarter ended June 30,
2004. During the webcast, the Company inadvertently stated that classified loans
decreased by $11 million in the second quarter, when in fact they decreased by
$6 million. A transcript of the July 28, 2004 webcast, with the correct
information noted regarding the decrease in the amount of classified noted loans
(the "Transcript"), is furnished as Exhibit 99 and is incorporated herein by
reference.
Item 12. Results of Operations and Financial Condition.
On July 28, 2004, the Company conducted a webcast to discuss its results
for the second fiscal quarter ended June 30, 2004. During the webcast, the
Company inadvertently stated that classified loans decreased by $11 million in
the second quarter, when in fact they decreased by $6 million. A copy of the
Transcript is furnished as Exhibit 99 and is incorporated herein by reference.
During the July 28, 2004 webcast, the Company was asked to provide
information regarding its book value per share as of June 30, 2004. In response
to this question, the Company provided a GAAP calculation of book value as well
as non-GAAP calculation of book value which exceeded unrealized losses on
securities. The following table sets forth the calculation of non-GAAP book
value and a reconciliation to GAAP book value as of June 30, 2004:
GAAP Book-Value Non-GAAP Book-Value
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Equity as of 6/30/04 48,227,216 48,227,216
Unrealized Loss on Securities 0 1,371,828
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Adjusted Equity as of 6/30/04 48,227,216 49,599,044
Average Diluted Shares Outstanding 4,566,606 4,566,606
Book Value Per Share $ 10.56 $ 10.86
The information in this Current Report on Form 8-K, including Exhibit
99 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 or the
Exchange Act, except as otherwise stated in such filing.
[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 30, 2004 By: /s/ Keeta J. Diller
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Keeta J. Diller
Vice President and Corporate Secretary
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INDEX TO EXHIBITS
Current Report on Form 8-K
Dated July 30, 2004
Rurban Financial Corp.
Exhibit No. Description
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99 Transcript of webcast conducted by Rurban Financial Corp. on July 28, 2004.
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