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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): January 23, 2017
DCB FINANCIAL CORP
(Exact name of registrant as specified in its charter)
| | | | | |
| Ohio | | 0-22387 | | 31-1469837 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 110 Riverbend Avenue, Lewis Center, Ohio | | 43035 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (740) 657-7000
Not Applicable
(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 (see General Instruction A.2. below):
| 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)) |
On January 23, 2017,First Commonwealth Financial Corporation (“First Commonwealth”) and DCB Financial Corp (“DCB Financial”) issued a joint press release, which announced the receipt of all required regulatory approvals for the proposed merger of DCB Financial and First Commonwealth. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated into this report by this reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description |
| 99.1 | Press Release dated January 23, 2017. |
SIGNATURES
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.
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| | DCB FINANCIAL CORP | |
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| Date: January 23, 2017 | By: | /s/ J. Daniel Mohr | |
| | | J. Daniel Mohr | |
| | | Executive Vice President and Chief Financial Officer | |
EXHIBIT INDEX
| Exhibit No. | Description |
| | |
| 99.1 | Press Release dated January 23, 2017. |
