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): November 15, 2005

FC Banc Corp.

(Exact name of registrant as specified in its charter)

Ohio	33-53596	34-1718070
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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)

þ 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

Letter to Shareholders

Item 8.01. Other Events.

On November 15, 2005, Registrant mailed a letter to its shareholders discussing its results for the first nine months of 2005, unaudited, and mentioning its planned going private transaction. The letter is attached as Exhibit 99 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	Letter to shareholders.

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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: November 15, 2005	FC Banc Corp.
	By:	/s/ Coleman J. Clougherty
		Coleman J. Clougherty, President

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Exhibit Index

Number	Exhibit
99	Letter to shareholders.

4

EX-99

Exhibit 99

November 15, 2005

Dear Shareholder:

     As we close out the 3^rd Quarter of 2005 and look into the 4^th quarter of this year and the year ahead of us, we are excited about the opportunities. Although growth in our balance sheet has begun to produce positive results, our income statement suffered from continued pressure on both our Net Interest Margin and our Overhead Expense. Specifically the expenses of our “Going Private” transaction have been, and will continue to be in the coming quarter, a burden on earnings. We see the future benefit of this strategy far outweighing the short term cost of its implementation. We anticipate asking for your approval of this transaction at a special meeting of shareholders in the 4^th Quarter of 2005.

     In addition, our “Letter of Intent” to acquire the Monitor Bancorp of Big Prairie, Ohio continues to be an area in which we see significant long-term benefit to the company. We are confident that the synergies of our two companies would allow us to expand into the Wayne and Holmes County areas and increase our market share in these counties; thus adding to the overall financial performance of your company.

     In reviewing the first nine months of 2005, we would make the following observations:

• Net Income for the nine months ending September 30, 2005 came in at $389,000, a decrease of approximately 34% over the same period ending September 30, 2004. Although our net interest margin increased by almost 4.2%, and our Noninterest income also increased by almost 6.2%; our Noninterest expense increased by $335,000, or almost 9.5% over the same period ending a year earlier. A significant portion of that increase is related to one time expenses associated with our “Going Private” transaction.

• Total assets increased to just over $178 million as of September 30, 2005, an increase of almost 7% since June 30, 2005 and more than 20% over year end 2004. Total loans grew to a little over $84 million, which represents an increase of over 3.1% in the third quarter of 2005 and an increase of almost 7.1% since December 31, 2004.

• Total deposits increased to over $109 million, an increase of over 7.7% since December 31, 2004.

• Total Stockholders Equity also increased by $1.9 million in the third quarter, primarily a result of our private placement of common stock.

     We are pleased to enclose your dividend of $.05 per share in this mailing (or credited to your account), paid on November 15, 2005 to shareholders of record November 1, 2005. This will bring our total dividend paid this year to $.62 per share, which represents a slight decrease over the dividend paid in 2004. In 2004, we paid dividends of $.76 per share, which reflected a payment to our shareholders of almost 65% of earnings. These dividend payout ratios represent an increase over levels that we paid in 2003 and 2002. Thus in 2006, we expect to return to dividend payout ratios that are more in line with previous years and our peer banks. Although

the reduction of our dividend is a reflection of the bank’s weaker earnings, it does represent both a fair dividend practice to shareholders and a prudent retention of capital in the interest of the bank’s continued growth and expansion in order to maximize your investment in the company.

     On behalf of the Employees, Officers and the Board of Directors, we would like to thank you for the steadfast support you have shown us over the years. Our commitment to your investment is our highest priority and our focus every day we come to work.

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FC BANC CORP.
CONSOLIDATED BALANCE SHEET
(dollars in thousands)

	Sept 30,			June 30,			Dec 31,
	2005			2005			2004
				(Unaudited)
ASSETS
Cash and due from banks	$	3,350		$	3,310		$	3,584
Federal funds sold		4,100			0			0
Cash and cash equivalents		7,450			3,310			3,584
Investment securities available for sale		74,552			68,703			53,749
Loans		85,307			82,738			79,655
Less allowance for loan losses		1,052			1,026			966
Net loans		84,255			81,712			78,689
Premises and equipment		6,422			6,495			6,698
Accrued interest and other assets		5,707			6,879			5,571
TOTAL ASSETS	$	178,386		$	167,099		$	148,291
LIABILITIES
Deposits:
Non-interest bearing	$	16,001		$	13,511		$	14,259
Interest-bearing		93,034			87,877			86,951
Total deposits		109,035			101,388			101,210
Borrowed Funds		53,355			50,220			32,508
Accrued interest and other liabilities		925			2,320			1,305
TOTAL LIABILITIES		163,315			153,928			135,023
STOCKHOLDERS’ EQUITY
Common Stock		2,940			832			832
Additional paid-in capital		1,359			1,358			1,358
Retained Earnings		13,328			13,367			13,269
Accumulated other comprehensive income (loss)		(366	)		(195	)		5
Treasury stock, at cost		(2,190	)		(2,191	)		(2,196	)
TOTAL STOCKHOLDERS’ EQUITY		15,071			13,171			13,268
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	178,386		$	167,099		$	148,291

FC BANC CORP.
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands except per share data)

	Nine Months Ended Sept 30,
	2005		2004
	(Unaudited)
INTEREST INCOME
Interest and fees on loans	$	3,835	$	3,710
Interest and dividends on investments		2,115		1,582
Interest on federal funds sold		16		12
TOTAL INTEREST INCOME		5,966		5,304
INTEREST EXPENSE
Interest on deposits		1,340		1,335
Interest on borrowed funds		1,226		705
TOTAL INTEREST EXPENSE		2,566		2,040
NET INTEREST INCOME		3,400		3,264
Provision for loan losses		95		75
NET INTEREST INCOME AFTER PROVISION		3,305		3,189
OTHER INCOME
Service charges		475		737
Other income		525		205
TOTAL OTHER INCOME		1,000		942
OTHER EXPENSES
Salaries and benefits		1,827		1,634
Net occupancy and equipment expenses		562		588
Other expenses		1,478		1,310
TOTAL NON-INTEREST EXPENSE		3,867		3,532
NET INCOME BEFORE TAXES		438		599
Federal income tax expense		49		6
NET INCOME	$	389	$	593
Earnings Per Share-Basic	$	0.66	$	1.03
Earnings Per Share-Diluted	$	0.66	$	1.02

     We expect to hold the special meeting of shareholders at which the going private transaction will be considered in the fourth quarter of 2005. This letter 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 preliminary proxy statement for FC Banc Corp.’s special meeting of shareholders, as filed with the SEC on a Schedule 14A on September 14, 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.