UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-23134 INTERCOUNTY BANCSHARES, INC. (Exact name of registrant as specified in its charter) Ohio 31-1004998 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 48 N. South Street, Wilmington, Ohio 45177 (Address of principal executive offices) (Zip Code) Registrant's telephone number: (513) 382-1441 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to 12(g) of the Act: Common Shares, without par value (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The issuer's common shares are not traded on any securities exchange and are not quoted by a national quotation service. Management is aware of a sale of the issuer's shares for $46.00 per share on March 9, 1998. Based upon such price, the aggregate market value of the issuer's shares held by nonaffiliates was $58,191,058. As of March 18, 1998, 1,550,433 common shares were issued and outstanding. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. InterCounty Bancshares, Inc. By /s/ Timothy L. Smith ------------------------- March 17, 1998 Timothy L. Smith President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been duly signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /s/ Charles L. Dehner By /s/ B. Anthony Williams - ---------------------------- ------------------------------ Charles L. Dehner B. Anthony Williams Executive Vice President, Chairman of the Board and a Director Treasurer and a Director (Principal Accounting Officer) Date March 17, 1998 Date March 17, 1998 By /s/ James W. Foland By /s/ Timothy L. Smith - --------------------------- ------------------------------ James W. Foland Timothy L. Smith Secretary and a Director President, Chief Executive Officer and a Director Date March 17, 1998 Date March 17, 1998 By /s/ S. Craig Beam By - --------------------------- ------------------------------ S. Craig Beam George F. Bush Director Director Date March 17, 1998 Date By /s/ Georgia H. Miller By /s/ Robert A. Raizk - --------------------------- ------------------------------ Georgia H. Miller Robert A. Raizk Director Director Date March 17, 1998 Date March 17, 1998 By /s/ Darleen M. Myers - --------------------------- Darleen M. Myers Director Date March 17, 1998