U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 [ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ Commission file number - 33-53596 FC BANC CORP. (Exact name of small business issuer as specified in its charter) OHIO 34-1718070 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) No.) Farmers Citizens Bank Building, 105 Washington Square Box 567, Bucyrus, Ohio 44820-0567 (Address of principal executive offices) (Zip Code) (419) 562-7040 (Issuer's telephone number) N/A (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 . . As of August 4, 1997, 321,188 shares of Common Stock of the Registrant were outstanding. There were no preferred shares outstanding. FC BANC CORP. BUCYRUS, OHIO FORM 10-QSB INDEX _____________________________________________________________________________ Page Number PART I FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed consolidated balance sheets -- 3 June 30, 1997 and December 31, 1996 Condensed consolidated statements of income -- 4 Three and six months ended June 30, 1997 and 1996 Condensed consolidated statement of cash flows -- 5 Six months ended June 30, 1997 and 1996 Notes to condensed consolidated financial 6 statements -- June 30, 1997, 1996 and December 31, 1996 Item 2. Management's Discussion and Analysis of Financial 7 Condition and Results of Operations PART II OTHER INFORMATION Item 1. Legal Proceedings 12 Item 2. Changes in Securities 12 Item 3. Defaults upon Senior Securities 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 12 Signatures 14 FC BANC CORP. Bucyrus, Ohio CONSOLIDATED BALANCE SHEETS _________________________________________________________________________________________________ < ---------- Dollars in thousands -----------> (Unaudited) (Unaudited) June 30, December 31, 1997 1996 ____ ____ Assets Cash and Cash equivalents Cash and due from banks $ 3,981 $ 3,957 Federal funds sold 0 1,100 _______ _______ Total cash and cash equivalents 3,981 5,057 Investment securities available-for-sale, at fair value 28,864 32,194 Loans (net of unearned interest) 39,961 41,043 Less: Allowance for loan losses (1,283) (1,263) _______ _______ Loans - net 38,678 39,780 Properties and equipment 1,380 1,476 Accrued income receivable 728 837 Deferred federal income taxes 491 521 Other assets 1,657 1,580 _______ _______ Total assets $75,779 $81,445 _______ _______ Liabilities and Shareholders' Equity Deposits Demand accounts 19,071 23,692 Savings accounts 18,747 20,208 Time deposits, $100,000 or over 721 914 Other time deposits 24,740 25,260 _______ _______ Total deposits 63,279 70,074 Federal funds purchased 700 0 Accrued interest payable 168 186 Accrued federal income taxes 124 63 Accrued expenses and other liabilities 552 455 _______ _______ Total liabilities $64,823 $70,778 _______ _______ Shareholders' Equity Common stock -- $ 2.50 par value 832 832 Authorized -- 500,000 shares Issued -- 332,816 shares Surplus 1,377 1,377 Retained earnings 9,342 8,944 Treasury stock (11,628 shares in 1997 and 7,796 shares in 1996) (491) (322) Unrealized loss on securities available-for-sale, net of applicable deferred income taxes (104) (164) _______ _______ Total shareholders' equity 10,956 10,667 _______ _______ Total liabilities and shareholders' equity $75,779 $81,445 _______ _______ ______________________________________________________________________________________________________________ The accompanying notes are an integral part of these financial statements. FC BANC CORP. Bucyrus, Ohio CONSOLIDATED STATEMENTS OF INCOME _____________________________________________________________________________________________________________ <---------Dollars in thousands, except per share amounts--------> (Unaudited) (Unaudited) 3 Months Ended 6 Months Ended June 30, June 30, 1997 1996 1997 1996 ____ ____ ____ ____ Interest income Interest and fees on loans $ 910 $ 844 $1,806 $1,665 Interest on investment securities: Taxable 369 413 739 807 Exempt from federal income tax 73 104 148 208 Interest on federal funds sold 6 23 16 80 ______ ______ ______ ______ Total interest income 1,358 1,384 2,709 2,760 ______ ______ ______ ______ Interest expense Interest on interest-bearing checking accounts 68 79 142 165 Interest on savings deposits 137 143 269 290 Interest on certificates of deposit 322 350 636 688 Interest on borrowed funds 4 1 6 17 ______ ______ ______ ______ Total interest expense 531 573 1,053 1,160 ______ ______ ______ ______ Net interest income 827 811 1,656 1,600 Provision for loan losses 7 0 27 0 ______ ______ ______ ______ Net interest income after provision for loan loss 820 811 1,629 1,600 Noninterest income Service charges on deposit accounts 83 97 164 181 Life insurance 17 16 34 42 Other income 31 13 53 46 ______ ______ ______ ______ Total noninterest income 131 126 251 269 ______ ______ ______ ______ Noninterst expense Salaries and employee benefits 303 487 597 869 Net occupancy expense 92 92 195 193 Equipment expense 30 33 58 67 FDIC deposit insurance assessment 7 5 14 10 State and other taxes 40 41 82 81 Other expense 195 215 414 421 ______ ______ ______ ______ Total noninterest expense 667 873 1,360 1,641 ______ ______ ______ ______ Income before income taxes 284 64 520 228 Federal income tax expense 70 (14) 122 3 ______ ______ ______ ______ Net Income $ 214 $ 78 $ 398 $ 225 ______ ______ ______ ______ __________________________________________________________________________________________________________________ Per share data: Weighted average shares outstanding 322,359 327,150 323,374 327,778 Net income per share of common stock $ 0.66 $ 0.24 $ 1.23 $ 0.69 __________________________________________________________________________________________________________________ The accompanying notes are an integral part of these financial statements. FC BANC CORP. Bucyrus, Ohio CONSOLIDATED STATEMENTS OF CASH FLOWS ____________________________________________________________________________________________________ <------- Dollars in thousands -------> 6 Months Ended 6 Months Ended June 30, June 30, 1997 1996 (Unaudited) (Unaudited) Cash flows from operating activities: Net Income $ 398 $ 225 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 132 140 Provision for loan losses 27 0 Provision for deferred taxes 0 14 Amortization/Accretion - net 30 37 Change in accrued income and other assets 32 (173) Change in accrued expenses and other liabilities 141 369 _______ _______ Total adjustments 362 387 _______ _______ Net cash provided by operating activities 760 612 Cash flows from investing activities: Proceeds from maturities of available-for-sale securities 3,679 3,044 Purchase of available-for-sale securities (1,290) (7,005) Net change in loans 1,074 (421) Proceeds on sale of available for sale securities 1,001 873 Purchase of premises and equipment (37) (300) _______ _______ Net cash used in investing activities 4,427 (3,809) Cash flows from financing activities: Net decrease in deposits (6,795) 692 Net change in short-term borrowing 700 (1,025) Purchase of treasury stock (168) (315) _______ _______ Net cash provided by financing activities (6,263) (648) _______ _______ Net decrease in cash and cash equivalents (1,076) (3,845) Cash and cash equivalents at beginning of period 5,057 9,529 _______ _______ Cash and cash equivalents at end of period $ 3,981 $ 5,684 _______ _______ ____________________________________________________________________________________________________ Supplemental information: Interest paid $ 1,071 $ 1,176 Net Income taxes paid $ 61 $ (138) ____________________________________________________________________________________________________ The accompanying notes are an integral part of these financial statements. FC BANC CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 1997, 1996 and December 31,1996 ________________________________________________________________________________ NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Corporation is a bank holding company whose activities are primarily limited to holding the stock of the Farmers Citizens Bank, Bucyrus, Ohio, (the "Company"). The Company conducts a general banking business in north central Ohio which consists of attracting deposits from the general public and applying those funds to the origination of loans for residential, consumer and non-residential purposes. The Company's profitability is significantly dependent on net interest income which is the difference between interest income generated from interest-earning assets (i.e., loans and investments) and the interest expense paid on interest-bearing liabilities (i.e., customer deposits and borrowed funds). Net interest income is affected by the relative amount of interest-earning assets and interest-bearing liabilities and interest received or paid on these balances. The level of interest rates paid or received by the Company can be significantly influenced by a number of environmental factors, such as governmental monetary policy, that are outside of management control. Earnings per common share were computed by dividing net income by the weighted average number of shares outstanding for the three- and six-month periods ended June 30, 1997 and 1996. The weighted average number of shares outstanding for the three-month periods ended June 30, 1997 and 1996, were 322,359 and 327,150, respectively. The weighted average number of shares outstanding for the six-month periods ended June 30,1997 and 1996, were 323,374 and 327,778, respectively. The consolidated financial information presented herein has been prepared in accordance with generally accepted accounting principles ("GAAP") and general accounting practices within the financial services industry. In preparing consolidated financial statements in accordance with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from such estimates. NOTE B - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with instructions to Form 10-QSB and Article 10 of Regulation S-X and Rule 310 of Regulation SB. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results are not necessarily indicative of the results that may be expected for the year ended December 31, 1997. -6- FC BANC CORP. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ________________________________________________________________________________ The following focuses on the consolidated financial condition of FC Banc Corp. at June 30, 1997, compared to December 31, 1996, and the results of operations for the three- and six-month periods ended June 30, 1997, compared to the same periods in 1996. The purpose of this discussion is to provide a better understanding of the consolidated financial statements and footnotes included in the Form 10-QSB. The Registrant is not aware of any market or institutional trend, events or uncertainties that will have or are reasonably likely to have a material effect on liquidity, capital resources or operations except as discussed herein. Other than as discussed herein, the Registrant is not aware of any current recommendations by regulatory authorities which would have such effect if implemented. Note Regarding Forward-Looking Statements In addition to historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties. Economic circumstances, the Corporation's operations and the Corporation's actual results could differ significantly from those discussed in the forward-looking statements. Some of the factors that could cause or contribute to such differences are discussed herein but also include changes in the economy and interest rates in the nation and the Corporation's market area generally. Some of the forward-looking statements included herein are the statements regarding the allowance for loan losses. Financial Condition Liquidity Liquidity relates to the Company's ability to meet cash demands of its customers and their credit needs. Liquidity is provided by the Company's ability to readily convert assets to cash and readily marketable, short-term assets such as federal funds sold and deposits in other banks. Cash, amounts due from banks and federal funds sold totaled $3,981,000 at June 30, 1997. Investments and mortgage-backed securities available-for-sale were $28,864,000 at June 30, 1997. These amounts decreased by $2,986,000 from March 31, 1997 and $4,406,000 from December 31, 1996. These assets, as well as anticipated deposit balance fluctuations, scheduled loan payments and maturing investment securities, provide the Company with an adequate source of funds for expected future demand for loans and for fluctuations in deposit volume. They also provide management with the flexibility to change the composition of interest earning assets as market conditions change in the future. The Company's liquidity ratio was 50.06% at June 30, 1997, which exceeded the regulatory requirements and management's internal guideline of 20.00%. Liability liquidity relates to the Company's ability to retain existing deposits, obtain new deposits and borrow in the marketplace. Total deposits decreased $3,762,000 from March 31, 1997 and $6,795,000 from December 31, 1996. These decreases are attributable to the loss of $2 million public fund deposits, normal seasonal fluctuations, and management's decision not to aggressively price deposits. The Company has experienced some deposit disintermediation during 1997 which management attributes primarily to customer awareness of rate differentiation. Management does not anticipate any significant amount disintermediation through the end of 1997. Management expects total deposits to remain steady or experience some growth during the remainder of 1997 as deposit products are repriced. -7- Access to advances from the Federal Reserve Bank (FRB) in the form of Federal Funds Purchased and Securities Sold Under Agreement to Repurchase (Repo Agreements) are supplemental sources of cash to meet liquidity needs. Capital Resources Shareholders' equity totaled $10,956,000 at June 30, 1997, compared to $10,771,000 at March 31, 1997and $10,667,000 at December 31, 1996, respectively. This increase was primarily due to first quarter earnings of $184,000 and second quarter earnings of $214,000 being offset by net treasury stock purchases of $169,000 and net unrealized holding gains on securities available-for-sale of $80,000. As of June 30, 1997, the ratio of shareholders' equity to assets was 14.46% compared to 13.10% at December 31, 1996. Regulatory Capital Requirements The Company complies with the capital requirements established by the Federal Reserve System, which aresummarized as follows: Capital Position Regulatory as of Minimum June 30, 1997 December 31, 1996 ____________________________________________________________________________________ Tier I 4.00% 25.12% 22.61% risk-based capital...... Total Risk- 8.00% 26.39% 23.88% Based capital Tier I 3.00% - 5.00% 14.36% 13.04% leverage..... Under "Prompt Corrective Action" regulations adopted in September 1992, the Federal Deposit Insurance Corporation (FDIC) has defined five categories of capitalization (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized). The Company meets the "Well Capitalized" definition, which requires a total risk-based capital ratio of at least 10%, and a leverage ratio of at least 8%. Effective January 1, 1997, the Federal Financial Institutions Examination Council (the FFIEC) adopted the Uniform Financial Institutions Rating System (the UFIRS). Under the revised UFIRS interest rate risk became an additional element in measuring risk-based capital. This change is not expected to significantly impact the Company's compliance with capital guidelines. Changes in Financial Condition General. The Corporation's consolidated total assets were $75.78 million at June 30, 1997, reflecting a decrease of $2.69 million, or 3.43%, from the $78.47 million at March 31, 1997, and $5.66 million or 6.96%, from the $81.44 million at December 31, 1996. This decline was primarily attributed to a decrease in deposits coupled with decreased loan demand, primarily commercial and real estate, and maturing investment securities. Cash and Cash Equivalents, Investment Securities, and Mortgage-Backed Securities. Cash and cash equivalents, investment securities, and mortgage-backed securities decreased $4.41 million between December 31, -8- 1996 and June 30, 1997. The decline was primarily attributable to $3.68 million in principle reductions and maturing investment securities, the proceeds of which were utilized to satisfy depositor withdrawal requests. Dollars invested in overnight funds increased from $1.1 million at December 31, 1996 to $2.0 million at March 31, 1997 and then decreased to zero at June 30, 1997. Loans Receivable. Total loans outstanding at June 30, 1997, equaled $39.96 million, compared to $39.72 million and $41.04 million at March 31, 1997 and December 31, 1996, respectively. The decline of $1.30 million in commercial loans since December 31, 1996 has been partially offset by increases in consumer based portfolios. However, total loans have increased in the second quarter of 1997 by $245 thousand after a first quarter decline of $1.30 million. The results of managements initiation of an enhanced officer call program and several new products are beginning to be reflected in the financial statements of the company. Deposits. Total deposits decreased by $3.76 million, or 4.33%, during the quarter ended June 30,1997, for a total decrease of $6.80 million since December 31, 1996. Total demand and savings deposits have continued to decline in the second quarter. Demand deposits declined by $2.39 million and savings deposits declined a modest $0.42 million which together accounts for approximately 74.73% of the total deposit decline during the three months ended June 30, 1997. The overall decline in deposits for the six-month period ended June 30, 1997 was $6.80 million or 9.70% of which approximately 89.51%, or $6.08 million was attributed to demand and savings accounts. Liabilities other than deposits and federal funds purchased increased by $182,000 during the second quarter of 1997 after a decrease of $42,000 during the first quarter of 1997. The fluctuations noted in the other liability account are attributed primarily to the accrual for various operating expenses such as interest on deposits and federal funds purchased, federal income taxes, personnel expense, and so forth. Results of Operations General. The Corporation recorded a consolidated net income of $214,000 for the second quarter of 1997, compared to $78,000 for the same quarter in 1996. This growth was primarily attributable to a decrease in salaries and employee benefits. Year-to-date net income for the six months ended June 30,1997 as compared to June 30, 1996 was up by 76.88%, or $173,000. Three months ended, June 30, 1997 vs Three months ended, June 30, 1996 Net Interest Income. The Corporation's net interest income for the three months ended June 30, 1997, increased by 2.10%, from $811,000 to $820,000, compared to the same period in 1996. The net interest margin, which consists of net interest income as a percentage of average interest-earning assets, increased slightly, from 4.31% for the three months ended June 30, 1996, to 4.63% for the same period in 1997, primarily as a result of the decline in volume of interest-bearing liabilities coupled with a general decrease in the yield, or interest cost, of each category of interest-bearing liabilities. During the same period, net interest spread, which reflects average yield on interest-earning assets less costs of interest-bearing liabilities, decreased slightly to 4.45%. Average loans outstanding continued to show an increase over 1996 which contributed approximately $64,000 to the net interest income while the changes in average yield on loans outstanding decreased the net interest income by approximately $2,000. Provision for Loan Losses. The allowance for loan losses was established and is maintained by periodic charges to the provision for loan losses, an operating expense, in order to provide for the risk of loss inherent in the Corporation's loan portfolio. Loan losses and recoveries are charged or credited, respectively, to the allowance for loan losses as they occur. The allowance and provision for loan losses is determined by management upon consideration of such factors as the size and character of the loan portfolio, loan loss experience, problem loans and economic conditions in the -9- Corporation's market area. Management attempts to minimize the risk associated with each loan by evaluating each loan independently based upon criteria which include, but are not limited to, (a) the purpose of the loan, (b) the credit history of the borrower, (c) the borrower's financial standing and trends, (d) the market value of the collateral involved, and (e) the down payment received. Quarterly reviews of the loan portfolio are conducted to identify problem loans and to determine appropriate courses of action on a loan-by-loan basis. While management believes that it uses the best information available to determine the allowance for loan losses, unforeseen market conditions could result in material adjustments, and net earnings could be significantly adversely affected, if circumstances differ substantially from the assumptions used in making the final determination. Increases in the loan portfolio, increases in the types of loans carrying greater risk of loss, increases in non-performing loans and changes in the local and national economy all could cause the allowance for loan losses to be insufficient. The Company added $7,000 to the allowance for loan losses during the quarter ended June 30, 1997, due to the results of management's quarterly evaluation of the loan portfolio. The Company also recognized $22,000 in losses on loans while recovering $43,000 on loans previously charged against the allowance for loan losses. Noninterest Income and Expense. Noninterest income was $131,000 for the three months ended June 30, 1997, compared to $126,000, for the same period in 1996. This increase was primarily the result of the increases in credit card related fee income and other miscellaneous operating income. Service charges on deposit accounts decreased primarily as a result of the reduction in deposits. Noninterest expense declined $206,000 for the three months ended June 30, 1997, compared to the same period in 1996. Total personnel costs for the current period decreased $184,000. The larger personnel costs in 1996 were directly related to staffing changes and the retirement of long-term employees. Six months ended, June 30, 1997 vs Six months ended, June 30, 1996 Net Interest Income. The Corporation's net interest income for the six months ended June 30, 1997, increased 3.50%, or $56,000 over the same period in 1996. This increase was primarily attributable to the overall reduction in interest paid on deposits. The net interest margin, which consists of net interest income as a percentage of average interest-earning assets, increased from 4.25% to 4.62% for the six months ended June 30, 1997, as compared to the same period in 1996. This is representative of the increase in the ratio of total loans to total deposits and interest-bearing liabilities, from approximately 58% at June 30, 1996 to approximately 62% at June 30, 1997. Provision for Loan Losses. The allowance for loan losses was established and is maintained by periodic charges to the provision for loan losses, an operating expense, in order to provide for the risk of loss inherent in the Corporation's loan portfolio. Loan losses and recoveries are charged or credited, respectively, to the allowance for loan losses as they occur. The allowance and provision for loan losses is determined by management upon consideration of such factors as the size and character of the loan portfolio, loan loss experience, problem loans and economic conditions in the Corporation's market area. Management attempts to minimize the risk associated with each loan by evaluating each loan independently based upon criteria which include, but are not limited to, (a) the purpose of the loan, (b) the credit history of the borrower, (c) the borrower's financial standing and trends, (d) the market value of the collateral involved, and (e) the down payment received. Quarterly reviews of the loan portfolio are conducted to identify problem loans and to determine appropriate courses of action on a loan-by-loan basis. While management believes that it uses the best information available to determine the allowance for loan losses, unforeseen market conditions could result in material adjustments, and net earnings could be significantly adversely affected, if circumstances differ substantially from the assumptions used in making the final determination. Increases in the loan portfolio, increases in the types of loans carrying greater risk of loss, increases in non-performing loans and changes in the local and national economy all could cause the allowance for loan losses to be insufficient. The Corporation added $27,000 to the allowance for loan losses during the six months ended June 30, 1997, due to the results of management's quarterly evaluation of the loan portfolio. The Corporation also recognized -10- $63,000 in losses on loans while recovering $56,000 on loans previously charged against the allowance for loan losses. Noninterest Income and Expense. Noninterest income was $251,000 for the six months ended June 30, 1997, compared to $269,000, for the same period in 1996. This decrease was primarily the result of the decrease in credit card related fee income of $3,000. Service charges on deposit accounts also decreased by $17,000 for the six months ended June 30, 1997, compared to the same period in 1996. Noninterest expense also decreased by $281,000 for the three months ended June 30, 1997, compared to the same period in 1996. The decrease was attributed to the decreased costs of employee salaries and benefit plans of $272,000, which was due to the changes in staffing and a reduction in the total number of employees. -11- FC BANC CORP. PART II - OTHER INFORMATION ________________________________________________________________________________ ITEM 1 - LEGAL PROCEEDINGS Not Applicable ITEM 2 - CHANGES IN SECURITIES Not Applicable ITEM 3 - DEFAULTS UPON SENIOR SECURITIES Not Applicable ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable ITEM 5 - OTHER INFORMATION a. New Director Appointed Mr. James Spreng, who has been a director for several years, recently notified us that he had accepted a new position and as a requirement of his employment he could no longer serve in the capacity of director of the Bank. Therefore, he has tendered his resignation as director of both FC Banc Corp. and Farmers Citizens Bank, Bucyrus, Ohio, effective July 22, 1997. On July 22, 1997, the Board of Directors, after careful consider- ation, has appointed John O. Spreng, Jr. to the Board of Directors of both FC Banc Corp. and Farmers Citizens Bank. Mr. Spreng is a prominent local farmer, head of the Crawford County Fair Board, a director of the local Rotary Club and involved in numerous other civic activities. He also gives us representation from the eastern side of the county as well as the agricultural community. b. Subsidiary Management Additions Brad Murtiff joined the Farmers Citizens Bank, a wholly owned subsidiary, July 15, 1997 as Assistant Vice President and Mortgage Division Manager. He is responsible for building the Mortgage Department which includes the introduction of new products, increasing awareness in the community, and the overall growth and development of the mortgage business. Brad has morethan ten years of experience in the mortgage industry which includes the -12- formation of his own mortgage business. As a licensed mortgage broker, Brad handled all aspects of a mortgage from application to closing. Brad is a valuable addition to Farmers Citizens Bank as his background and skills will result in increased quality, profit- ability, and growth for many years to come. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K c. Exhibit 27: Financial Data Schedule d. A report on Form 8-K was filed during the quarter ended June 30, 1997. (A Shareholders' letter describing first quarter results, filed on April 24, 1997.) -13- SIGNATURES In accordance with 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, thereunto duly authorized. FC BANC CORP. Date AUGUST 12, 1997 /s/ G. W. Holden ___________________________ ____________________________ G. W. Holden President and Chief Executive Officer /s/ Terry L. Gernert ____________________________ Terry L. Gernert Secretary/Treasurer - -14-