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 SEPTEMBER 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 No.) incorporation or organization) 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 October 30, 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 September 30,1997 and December 31,1996 Condensed consolidated statements of income -- 4 Three and nine months ended September 30, 1997 and 1996 Condensed consolidated statement of cash flows -- 5 Nine months ended September 30, 1997 and 1996 Notes to condensed consolidated financial 6 statements -- September 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 13 FC BANC CORP. Bucyrus, Ohio CONSOLIDATED BALANCE SHEETS _________________________________________________________________________________________________ <--------Dollars in thousands--------> (Unaudited) (Unaudited) September 30, December 31, 1997 1996 ____ ____ Assets Cash and cash equivalents Cash and due from banks $ 3,775 $ 3,957 Federal funds sold 2,200 1,100 _______ _______ Total cash and cash equivalents 5,975 5,057 Investment securities available-for-sale, at fair value 27,450 32,194 Loans (net of unearned interest) 39,311 41,043 Less: Allowance for loan losses (1,077) (1,263) _______ _______ Loans - net 38,234 39,780 Properties and equipment 1,324 1,476 Accrued income receivable 758 837 Deferred federal income taxes 469 521 Other assets 1,718 1,580 _______ _______ Total assets $75,928 $81,445 _______ _______ Liabilities and Shareholders' Equity Deposits Demand accounts $19,136 $23,692 Savings accounts 18,344 20,208 Time deposits, $100,000 or more 627 914 Other time deposits 25,656 25,260 _______ _______ Total deposits 63,763 70,074 Federal funds purchased 0 0 Accrued interest payable 155 186 Accrued federal income taxes 206 63 Accrued expenses and other liabilities 567 455 _______ _______ Total liabilities 64,691 70,778 _______ _______ Shareholders' Equity Common share of $ 2.50 par value: 1,000,000 shares authorized; 832 832 332,816 shares issued at September 30, 1997, and December 31, 1996 Surplus 1,377 1,377 Retained earnings, substantially restricted 9,578 8,944 Unrealized loss on securities available-for-sale, (59) (164) net applicable deferred income taxes Less cost of common stock in treasury - 11,628 shares and 7,796 shares at September 30, 1997, and December 31, 1996, respectively (491) (322) _______ _______ Total shareholders' equity 11,237 10,667 _______ _______ Total liabilities and shareholders' equity $75,928 $81,445 _______ _______ <FN> The accompanying notes are an integral part of these financial statements. </FN> FC BANC CORP. Bucyrus, Ohio CONSOLIDATED STATEMENTS OF INCOME ____________________________________________________________________________________________________________ <----Dollars in thousands, except per share amounts----> (Unaudited) (Unaudited) 3 Months Ended 9 Months Ended September 30, September 30, 1997 1996 1997 1996 ____ ____ ____ ____ Interest income Interest and fees on loans $ 965 $ 886 $ 2,770 $ 2,551 Interest on investment securities: Taxable 341 421 1,080 1,228 Exempt from federal income tax 72 103 220 311 Interest on federal funds sold 21 11 38 91 _______ _______ _______ _______ Total interest income 1,399 1,421 4,108 4,181 _______ _______ _______ _______ Interest expense Interest on interest-bearing checking accounts 68 82 210 247 Interest on savings deposits 139 141 408 431 Interest on certificates of deposit 332 335 968 1,023 Interest on borrowed funds 0 3 6 20 _______ _______ _______ _______ Total interest expense 539 561 1,592 1,721 _______ _______ _______ _______ Net interest income 860 860 2,516 2,460 Provision for loan losses 0 0 27 0 _______ _______ _______ _______ Net interest income after provision for loan loss 860 860 2,489 2,460 Noninterest income Service charges on deposit accounts 110 85 274 266 Life insurance 17 16 51 55 Gain (loss) on sale of investment securities 2 0 2 (14) Loss on sale of real estate owned (25) 0 (25) 0 Gain on loans sold 0 24 0 24 Other income 22 31 75 78 _______ _______ _______ _______ Total noninterest income 126 156 377 409 _______ _______ _______ _______ Noninterst expense Salaries and employee benefits 295 361 892 1,227 Net occupancy expense 85 91 280 282 Equipment expense 29 25 86 93 FDIC deposit insurance assessment 2 5 16 15 State and other taxes (3) 39 79 121 Other expense 261 187 675 595 _______ _______ _______ _______ Total noninterest expense 669 708 2,028 2,333 _______ _______ _______ _______ Income before income taxes 317 308 838 536 Federal income tax expense 82 70 204 73 _______ _______ _______ _______ Net income $ 235 $ 238 $ 634 $ 463 _______ _______ _______ _______ ___________________________________________________________________________________________________________ Per share data: Net income per share of common stock $0.73 $0.73 $1.96 $1.42 Weighted average shares outstanding 321,188 325,020 322,838 326,031 ___________________________________________________________________________________________________________ <FN> The accompanying notes are an integral part of these financial statements. </FN> FC BANC CORP. Bucyrus, Ohio CONSOLIDATED STATEMENTS OF CASH FLOWS _________________________________________________________________________________________________ <-----Dollars in thousands-----> (Unaudited) (Unaudited) 9 Months Ended 9 Months Ended September 30, September 30, 1997 1996 ____ ____ Cash flows from operating activities: Net income $ 634 $ 463 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 201 206 Provision for loan losses 27 0 Provision for deferred taxes 0 (2) Gain (loss) on sale of investments (2) 14 Loss on other real estate 24 0 Gain on loans sold 0 (24) Amortization/Accretion - net 38 54 Change in other assets (138) (68) Change in income taxes payable 144 187 Change in interest receivable 79 (73) Change in interest payable (31) (56) Change in other liabilities 112 185 _______ _______ Total adjustments 454 423 _______ _______ Net cash provided by operating activities 1,088 886 Cash flows from investing activities: Proceeds from maturities of available-for-sale securities 4,949 5,026 Purchase of available-for-sale securities (2,307) (7,982) Net change in loans 1,239 (1,517) Proceeds from loans sold 0 1,119 Proceeds on sale of available-for-sale securities 2,223 2,422 Purchase of premises and equipment (48) (325) Proceeds from other real estate owned 254 0 _______ _______ Net cash used in investing activities 6,310 (1,257) _______ _______ Cash flows from financing activities: Net decrease in deposits (6,311) (4,004) Net decrease in short-term borrowing 0 (1,525) Purchase of treasury stock (169) (315) _______ _______ Net cash provided by financing activities (6,480) (5,844) _______ _______ Net increase (decrease) in cash and cash equivalents 918 (6,215) Cash and cash equivalents at beginning of period 5,057 9,529 _______ _______ Cash and cash equivalents at end of period $ 5,975 $ 3,314 _______ _______ ________________________________________________________________________________________________ Supplemental information: Cash paid for: Interest $ 1,623 $ 1,777 Net income taxes 61 (113) ________________________________________________________________________________________________ <FN> The accompanying notes are an integral part of these financial statements. </FN> FC BANC CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 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 nine-month periods ended September 30, 1997 and 1996. The weighted-average number of shares outstanding for the three-month periods ended September 30, 1997 and 1996, were 321,188 and 325,020, respectively. The weighted-average number of shares outstanding for the nine-month periods ended September 30,1997 and 1996, were 322,838 and 326,031, 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. 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 September 30, 1997, compared to December 31, 1996, and the results of operations for the three- and nine-month periods ended September 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 $5,975,000 at September 30, 1997. Investments and mortgage-backed securities available-for-sale were $27,450,000 at September 30, 1997. These amounts increased by $580,000 from June 30, 1997 and decreased by $3,826,000 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 48% at September 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 increased $484,000 from June 30, 1997 and decreased $6,311,000 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 additional growth during the remainder of 1997 as deposit products are repriced. 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 $11,237,000 at September 30, 1997, compared to $10,956,000 at June 30, 1997 and $10,667,000 at December 31, 1996, respectively. This increase was primarily due to quarterly earnings of $185,000, $214,000 and $235,000 in the first three quarters of 1997 being off-set by treasury stock purchases of $169,000 and net unrealized holding gains on securities available-for-sale of $105,000. As of September 30, 1997, the ratio of shareholders' equity to assets was 14.80% 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 are summarized as follows: Capital Position Regulatory as of Minimum September 30, 1997 December 31, 1996 ______________________________________________________________________ Tier I 4.00% 26.63% 22.61% risk-based capital...... Total Risk- 8.00% 27.90% 23.88% Based capital Tier I 3.00% - 5.00% 14.81% 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 $75.93 million at September 30, 1997, reflecting an increase of $149,000, or 0.20%, from the $75.78 million at June 30, 1997, and a decrease of $5.52 million or 6.77%, from the $81.45 million at December 31, 1996. This decline was primarily attributed to a decrease of $6.31 million in deposits coupled with decreased loan demand, primarily real estate loans, 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 $3.83 million between December 31, 1996 and September 30, 1997. The decline was primarily attributable to $4.87 million in net principal 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 $2.2 million at September 30, 1997. Loans Receivable. Total loans outstanding at September 30, 1997, equaled $39.31 million, compared to $39.96 million and $41.04 million at June 30, 1997 and December 31, 1996, respectively. The increase of $2.99 million in commercial loans since December 31, 1996 has been partially offset by decreases in mortgage and consumer based portfolios. However, total loans have decreased in the third quarter of 1997 by $650 thousand after a second quarter increase of $245 thousand. The results of managements initiation of an enhanced officer call program, the addition of two lending specialists and several new products are beginning to be reflected in the financial statements of the company. Deposits. Total deposits increased by $484 thousand, or 0.76%, during the quarter ended September 30,1997, for a total decrease of $6.31 million since December 31, 1996. Total demand and savings deposits remained relatively constant during the third quarter. Demand deposits increased by $65 thousand and savings deposits declined by $351 thousand which together accounts for approximately 59.10% of the total deposit decline during the three months ended September 30, 1997. The overall decline in deposits for the nine-month period ended September 30, 1997 was $6.31 million or 9.01% of which $6.42 million was attributed to demand and savings accounts. Liabilities other than deposits and federal funds purchased decreased by $616,000 during the third quarter of 1997 after an increase of $881,000 during the second 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 $235,000 for the third quarter of 1997, compared to $238,000 for the same quarter in 1996. Significant fluctuations were noted in noninterest income, an $18,000 increase before gains and losses on loans and real estate owned sold. Also, noninterest expense decreased by $39,000 in the third quarter of 1997 compared to the same quarter in 1996. Year-to-date net income for the nine months ended September 30,1997 as compared to September 30, 1996 was up by 36.93%, or $171,000. Three months ended, September 30, 1997 vs Three months ended, September 30, 1996 Net Interest Income. The Corporation's net interest income for the three months ended September 30, 1997, remained constant at $860,000, 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 from 3.46% for the three months ended September 30, 1996, to 4.84% for the same period in 1997, primarily as a result of the decline in volume of interest-bearing liabilities coupled with minor fluctuations in the yields, 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, increased to 4.01%. Average loans outstanding continued to show an increase over 1996 which contributed approximately $155,000 to the net interest income while the changes in average yield on loans outstanding increased the net interest income by approximately $64,000. 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 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 did not add to the allowance for loan losses during the quarter ended September 30, 1997, due to the results of management's quarterly evaluation of the loan portfolio. The Company also recognized $268,000 in losses on loans while recovering $61,000 on loans previously charged against the allowance for loan losses. Noninterest Income and Expense. Noninterest income was $126,000 for the three months ended September 30, 1997, compared to $156,000, for the same period in 1996. This decrease was primarily the result of the $25,000 loss recognized on the sale of other real estate in 1997 and the $24,000 gain on the sale of loans in 1996. Service charges on deposit accounts increased by $25,000 in 1997 compared to 1996. Noninterest expense declined $39,000 for the three months ended September 30, 1997, compared to the same period in 1996. Total personnel costs for the current period decreased $66,000. The larger personnel costs in 1996 were directly related to staffing changes and the retirement of long-term employees. Nine months ended, September 30, 1997 vs Nine months ended, September 30, 1996 Net Interest Income. The Corporation's net interest income for the nine months ended September 30, 1997, increased 2.28%, 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 3.99% to 4.74% for the nine months ended September 30, 1997, as compared to the same period in 1996. This is representative of the increase in the ratio of average total loans to average total deposits, from approximately 53% for the nine months ended September 30, 1996 to approximately 61% for the nine months ended September 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 nine months ended September 30, 1997, due to the results of management's quarterly evaluation of the loan portfolio. The Corporation also recognized $331,000 in losses on loans while recovering $117,000 on loans previously charged against the allowance for loan losses. Noninterest Income and Expense. Noninterest income was $377,000 for the nine months ended September 30, 1997, compared to $409,000, for the same period in 1996. This decrease was primarily the result of the $25,000 loss recognized on the sale of real estate owned in 1997 coupled with the $24,000 gain recognized on the sale of loans in 1996. The Corporation recorded a $2,000 gain on the sale of investment securities in 1997 when it recorded a loss of $14,000 during the same nine month period in 1996. Service charges on deposit accounts increased by $8,000 for the nine months ended September 30, 1997, compared to the same period in 1996. Noninterest expense also decreased by $305,000 for the nine months ended September 30, 1997, compared to the same period in 1996. The decrease was attributed to the decreased costs of employee salaries and benefit plans of $335,000, which was due to the changes in staffing and a reduction in the total number of employees. 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 Not Applicable ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K a. Exhibit 27: Financial Data Schedule b. Exhibit 99: Amended and Restated Articles of Incorporation of FC Banc Corp. c. No report on Form 8-K was filed during the quarter ended September 30, 1997. 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 /s/ November 13, 1997 /s/ G.W. Holden _______________________________ ________________________________ G. W. Holden President and Chief Executive Officer Date /s/ November 13, 1997 /s/ Terry L. Gernert ______________________________ ________________________________ Terry L. Gernert Secretary/Treasurer