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)
November 1, 2001
First Citizens Banc Corp
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(Exact name of Registrant as specified in its charter)
Ohio 0-25980 34-1558688
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
100 East Water Street, Sandusky, Ohio 44870
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(Address of principal executive offices)
Registrant's telephone number, including area code: (419) 625-4121
N/A
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(Former name or former address, if changed since last report)
Date of report: November 1, 2001
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Item 5. Other Events
This current report on Form 8-K contains forward-looking statements
that involve risk and uncertainty. It should be noted that a variety of factors
could cause the company's actual results and experience to differ materially
from the anticipated results or other expectations expressed in the combined
company's forward-looking statements.
The risks and uncertainties that may affect the operations,
performance, development, growth projections and results of the combined
company's business include, but are not limited to, the growth of the economy,
interest rate movements, timely development by the combined company of
technology enhancements for its products and operating systems, the impact of
competitive products, services and pricing, customer business requirements,
Congressional legislation, acquisition cost savings and revenue enhancements and
similar matters. Readers of this report are cautioned not to place undue
reliance on forward-looking statements which are subject to influence by the
named risk factors and unanticipated future events. Actual results, accordingly,
may differ materially from management expectations.
On November 1, 2001, First Citizens Banc Corp ("First Citizens") and
Independent Community Banc Corp. ("ICBC") announced the signing of a definitive
agreement to merge (the "Merger").
Under the terms of the Merger, ICBC shareholders will receive 1.7 First
Citizens common shares for each ICBC common share owned as of the effective time
of the Merger. The Merger will be a tax-free exchange of common shares and will
be accounted for as a purchase transaction. The Merger has been approved by the
Board of Directors of each of First Citizens and ICBC. The Merger is subject to
the approval of First Citizens and ICBC shareholders, approval of applicable
banking regulators and the registration of the First Citizens common shares to
be used in the Merger with the Securities and Exchange Commission.
It is anticipated that, following the Merger, and upon the receipt of
all necessary regulatory approvals, ICBC's bank subsidiary, Citizens National
Bank of Norwalk, will be merged into First Citizens' bank subsidiary, The
Citizens Banking Company.
Following the Merger, ICBC will be given two (2) seats on the First
Citizens Board of Directors. In addition, following the merger of the bank
subsidiaries, the
Board of Directors of The Citizens Banking Company will include two (2) current
members of the ICBC Board of Directors.
Item 7. Exhibits.
2 Agreement and Plan of Merger dated as of November 1, 2001 by and
between First Citizens and ICBC
99 Text of Press Release, dated November 1, 2001, issued by First
Citizens and ICBC
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.
First Citizens Banc Corp
/S/ James O. Miller November 1, 2001
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James O. Miller Date
Executive Vice President