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) April 18, 2003
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DCB Financial Corp.
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(Exact Name of Registrant as Specified in its Charter)
Ohio 0-22387 31-1469837
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
110 Riverbend Avenue, Lewis Center, Ohio 43035
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (740) 657-7000
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit Number Description of Exhibit
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10 Purchase and Standstill Agreement executed by and between the
Company and members of the Davis Shareholder Block.
99 Press Release Announcing the execution of the Purchase and
Standstill Agreement.
ITEM 9. REGULATION FD DISCLOSURE
On April 18, 2003, the Company entered into an agreement (the "Purchase and
Standstill Agreement") to purchase all of the outstanding shares of DCB
Financial Corp. common stock currently held by a block of shareholders including
S. Robert Davis (the "Davis Group"), which represents approximately 245,000
shares. The terms of the Purchase and Standstill Agreement provide that the
Company will purchase all such shares at the price of $23.75 per common share.
The Company intends to hold the repurchased shares as Treasury Stock.
The Purchase and Standstill Agreement also requires the Davis Group to agree to
withdraw from the upcoming proxy contest, cease its efforts to win seats on the
Company's Board of Directors, and not acquire shares of the Company in the
future. In addition, Mr. Wallace E. "Eddie" Edwards, a member of the Davis
Group, has agreed separately to withdraw and not pursue his proposal to urge
the Directors of the Company to hire an investment banking firm to solicit
offers for the purchase of the Company. A copy of the Purchase and Standstill
Agreement is attached hereto as Exhibit 10. On April 21, 2003, the Company also
issued a press release announcing the execution of the Purchase and Standstill
Agreement. A copy of that press release is attached hereto as Exhibit 99.
In light of the repurchase of shares from the Davis Group and the significant
revision to the items to be considered at the annual meeting, the Company has
elected to postpone its annual meeting and will advise shareholders promptly
upon the determination of the rescheduled date.
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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 authorized.
Dated: April 21, 2003
/s/ Jeffrey T. Benton
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Jeffrey T. Benton
President and CEO
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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10 Purchase and Standstill Agreement executed by and between the
Company and members of the Davis Shareholder Block.
99 Press Release Announcing the execution of the Purchase and
Standstill Agreement.
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