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)
October 8, 2004
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, P.O. Box 5016, Sandusky, Ohio 44870
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(Address of principle 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: October 15, 2004
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ITEM 2.01 ACQUISITION OR DISPOSITION OF ASSETS
On October 8, 2004, First Citizens Banc Corp ("First Citizens")
completed its acquisition of FNB Financial Corporation ("FNB Financial"),
Shelby, Ohio, which merged with and into First Citizens (the "Merger"). First
Citizens had previously announced the signing of the Agreement and Plan of
Merger (the "Merger Agreement") by First Citizens and FNB Financial on March 4,
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 Merger has been approved by all applicable banking regulators and
by the Board of Directors and the shareholders of FNB Financial. In addition,
the First Citizens common shares to be issued to the FNB Financial shareholders
in exchange for their FNB Financial common shares have been registered with the
Securities and Exchange Commission.
Immediately following the Merger, FNB Financial's bank subsidiary, The
First National Bank of Shelby, merged with and into First Citizens' bank
subsidiary, The Farmers State Bank of New Washington. Effective upon the merger,
the combined bank changed its name to First Citizens Bank. The merged banking
affiliates will serve the Ohio communities of Shelby, New Washington, Willard,
Crestline, Shiloh, Tiro, Chatfield, Plymouth, Greenwich, Richwood and Greencamp.
Following the Merger, one director of FNB Financial, J. George
Williams, will serve on the Board of Directors of First Citizens Banc Corp. Six
other FNB Financial directors, Larry L. Cornell, Thomas A. Depler, Kent Knaus,
Dr. William Mako, Jr., Timothy E. Morse and Marjorie E. Roush, will serve on the
Board of Directors of First Citizens Bank.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of businesses acquired.
Financial statements of FNB Financial were filed as part of First
Citizens' Registration Statement on Form S-4 filed on July 19, 2004, as amended
by Amendment No. 1 thereto filed on August 5, 2004, and declared effective on
August 6, 2004 (the "Registration Statement"). Updated financial statements will
be filed as soon as practicable but in no case later than sixty days after the
date this 8-K was required to be filed.
(b) Pro forma financial information.
Pro forma financial information regarding the acquisition was filed as
part of First Citizens' Registration Statement. Updated pro forma financial
information will be filed as soon as practicable but in no case later than sixty
days after the date this 8-K was required to be filed.
(c) Exhibits.
99. Text of Press Release, dated October 8, 2004, issued by First Citizens
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 October 15, 2004
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James O. Miller Date
Executive Vice President