Two longtime Cincinnati thrifts agreed last week to merge in a $5.5 million stock swap.

Winton Financial Corp. said it would pay about $48.79 per share, or 156.8% of book value, for Benchmark Federal Savings Bank. Winton plans to exchange 3.35 of its common shares for each share of Benchmark.

Benchmark, with $55 million of assets, has the right to terminate the transaction if Winton's stock price falls below $10.50 a share. It was trading at $13.625 Tuesday morning.

The two thrifts are among the city's oldest. Winton, the $354 million- asset parent of Winton Savings and Loan Co., was founded in 1887 and Benchmark in 1885. Under terms of the agreement, Benchmark's branches would be converted to Winton offices.

"This acquisition provides Winton Financial an opportunity to expand into another attractive Cincinnati market," said president Robert L. Bollin.

Winton said it expects the merger to be accretive to earnings in the fiscal year that will end Sept. 30, 2000.

The pooling-of-interests deal is expected to close in the second quarter.

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