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)
March 4, 2004
First Citizens Banc Corp
------------------------
(Exact name of Registrant as specified in its charter)
Ohio 0-25980 34-1558688
----- ------- ----------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
100 East Water Street, P.O. Box 5016, Sandusky, Ohio 44870
----------------------------------------------------------
(Address of principle executive offices)
Registrant's telephone number, including area code: (419) 625-4121
N/A
---
(Former name or former address, if changed since last report)
Date of report: March 4, 2004
-------------
ITEM 5. OTHER EVENTS
FIRST CITIZENS BANC CORP
AGREES TO ACQUIRE
FNB FINANCIAL CORPORATION
March 4, 2004 (Sandusky, Ohio; Nasdaq: FCZA) First Citizens Banc Corp announced
today the execution of a definitive agreement to acquire FNB Financial
Corporation, a $215 million bank holding company headquartered in Shelby, Ohio.
The transaction includes a mixture of cash and stock with a total value of
approximately $35.5 million based on First Citizens' closing price on March 3,
2004. The acquisition is expected to be completed in the fourth quarter of 2004.
Under the terms of the agreement, FNB Financial Corporation shareholders will be
able to elect to receive 2.62 shares of First Citizens common shares, $72.00 in
cash or a combination of 60% stock and 40% cash, subject to an overall
limitation. The maximum number of First Citizens common shares that will be
issued is 786,000 and the maximum cash consideration will be $14.4 million.
The combined financial institution would rank as the 15th largest bank in Ohio,
with total assets of $860 million, total deposits of approximately $700 million,
shareholders' equity of approximately $91 million and a market capitalization of
$156 million. Banking business will be conducted in its 24 banking centers
throughout Erie, Huron, Crawford, Richland, Huron, Marion, Ottawa and Union
counties.
It is anticipated that following the merger of FNB Financial Corporation with
and into First Citizens, FNB Financial Corporation's bank subsidiary, First
National Bank of Shelby, will be merged into The Farmers State Bank, a wholly
owned subsidiary of First Citizens, to create a $330 million commercial bank
serving primarily the Richland and Crawford county markets.
David A. Voight, President and Chief Executive Officer of First Citizens, stated
that "FNB Financial Corporation represents a strategic opportunity to expand our
banking franchise in North Central Ohio, and we are extremely pleased to have
them join us. The partnership among our two companies complements our existing
market area and will enable us to realize important synergies in our retail,
commercial and fee-based businesses. With our continued focus on community
banking, we plan to provide products and services that are similar to those of
First National Bank, and are designed to meet the needs of our new Shelby area
customers."
J. George Williams, Chairman of the Board of FNB Financial stated, "We are
extremely excited about our partnership with First Citizens and delighted to
become part of the First Citizens family. We believe that our similar business
philosophies with regard to quality customer service and addressing the local
community needs will enable this partnership to serve the local customer banking
needs. I am confident that the shareholders will benefit tremendously by this
affiliation with one of the truly exceptional community banking franchises in
the Midwest."
In connection with the agreement, First Citizens and FNB Financial have entered
into an Administrative Services Agreement, whereby First Citizens will provide
certain administrative and operational services to First National Bank until the
closing of the transaction. These services will include oversight in lending,
operations, and administration. The services to be provided by First Citizens
are advisory in nature and all First Citizens' recommendations will be subject
to the final approval of First National Bank and its board of directors.
The merger, which is to be accounted for as a purchase transaction, is expected
to be accretive to earnings per share in the first full year of operations. FNB
Financial has agreed to pay to First Citizens a $1.5 million break-up fee upon
the occurrence of certain events. The definitive agreement, which was approved
by the respective boards of directors of First Citizens and FNB Financial, is
subject to approval by regulatory authorities and by
FNB Financial shareholders. First Citizens Banc Corp is a diversified financial
services holding company headquartered in Sandusky, Ohio. The Company's banking
affiliates include The Citizens Banking Company (Sandusky, Ohio) and Farmers
State Bank (New Washington, Ohio). The Company's financial services affiliates
include Mr. Money Finance Company, SCC Resources, Inc., R.A. Reynolds Appraisal
Service, Inc., First Citizens Insurance Agency, Inc., First Citizens Title
Insurance Agency and Water Street Properties.
The information contained in this press release contains forward-looking
statements regarding expected future financial performance which are not
historical facts and which involve risks and uncertainties. Actual results and
performance could differ materially from those contemplated by these
forward-looking statements.
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.
First Citizens Banc Corp
/s/ James O. Miller March 4, 2004
- ------------------------- ----------------------
James O. Miller Date
Executive Vice President