DEFA14A

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): June 24, 2005

FC Banc Corp

(Exact name of registrant as specified in its charter)

Ohio
(State or other jurisdiction
of incorporation) 33-53596
(Commission
File Number) 34-1718070
(IRS Employer
Identification No.)

105 Washington Square, Bucyrus, Ohio	44820
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 419-562-7040

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 8.01. Other Events.
	Item 9.01.Financial Statements and Exhibits
Signature
Exhibit Index
FC Bancorp Letter to Shareholders

Item 8.01. Other Events.

On June 24, 2005, FC Banc Corp mailed a letter to its shareholders stating that its board of directors had preliminarily approved a going private transaction in which FC Banc Corp shareholders holding fewer than 500 shares would receive $29.12 in cash for each FC Banc Corp common share that they held prior to the going private transaction. The purpose of the transaction is to reduce the number of holders of record of FC Banc Corp common shares to less than 300, after which FC Banc Corp intends to terminate the registration of its common shares with the Securities and Exchange Commission. FC Banc Corp’s letter to its shareholders is filed as Exhibit 99 to this Current Report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

The following exhibit is filed with this Current Report on Form 8-K:

Number	Exhibit
99	FC Bancorp letter to its shareholders.

2

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 authorized.

Dated: June 24, 2005	FC Banc Corp
	By:	/s/ Coleman J. Clougherty
		Coleman J. Clougherty, President

3

Exhibit Index

Number	Exhibit
99	FC Bancorp letter to its shareholders.

4

EX-99

Exhibit 99

[FC Banc Corp letterhead]

June 24, 2005

Dear Fellow Shareholder:

The Board of Directors of FC Banc Corp, the bank holding company for The Farmers Citizens Bank, has preliminarily approved a “going private” transaction. The effect of this transaction will be that holders of less than 500 shares will receive $29.12 in cash for each common share that they hold prior to completion of the transaction. Shareholders owning 500 or more shares will continue to hold their shares after the transaction. The historical 90 day average price per common share of FC Banc Corp was $28.34 as of June 22, 2005.

This transaction will not result in a “sale” of FC Banc Corp or Farmers Citizens Bank. Your Board of Directors intends that the Bank remain a strong independent community bank serving our local area.

This action is being taken to allow FC Banc Corp to reduce the number of its shareholders of record to under 300, the level at which FC Banc Corp is required to continue to file reports with the Securities and Exchange Commission. Assuming that the going private transaction is consummated, FC Banc Corp intends to terminate the registration of its stock with the SEC. The Board of Directors believes that the increasing costs and complexities of being a “public” company are not justified by the benefits, given FC Banc Corp’s limited trading activity.

We expect to hold a special meeting of shareholders at which the going private transaction will be considered late in the third quarter or early in the fourth quarter of 2005. This letter is only intended to give you notice of the proposed transaction and is not a request for a proxy or an offer to acquire any of your FC Banc Corp common shares.

The proposed going private transaction will be submitted to shareholders of FC Banc Corp for their consideration. FC Banc Corp will file a proxy statement and other relevant documents concerning the proposed transaction with the Securities and Exchange Commission (the “SEC”). You are urged to read the proxy statement when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be able to obtain a free copy of the proxy statement, as well as other filings containing information about FC Banc Corp, at the SEC’s internet site (http://www.sec.gov).

Copies of the proxy statement can be obtained, when available and without charge, by directing a request to FC Banc Corp, c/o Farmers Citizens Bank, 105 Washington Square, Bucyrus, Ohio 44820, Attn: Jenny Gingery.

FC Banc Corp and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of FC Banc Corp in connection with the going private transaction. Information about the directors and executive officers of FC Banc Corp and their ownership of FC Banc Corp common stock is set forth in the proxy statement for FC Banc Corp’s annual meeting of shareholders held on April 27, 2005, as filed with the SEC on a Schedule 14A on March 25, 2005. Additional information regarding the interests of these participants may be obtained by reading the proxy statement regarding the proposed going private transaction when it becomes available.

Your Board of Directors very much appreciates your past loyalty and commitment to The Farmers Citizens Bank and FC Banc Corp, both as customers and shareholders. We look forward to continuing to serve you. Should you have any questions on this matter, please feel free to contact either one of us.

Sincerely,

/s/ ROBERT D. HORD	/s/ COLEMAN J. CLOUGHERTY
Robert D. Hord Chairman of the Board	Coleman J. Clougherty President