þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Ohio | 34-1558688 | |
State or other jurisdiction of | (IRS Employer | |
incorporation or organization | Identification No.) | |
100 East Water Street, Sandusky, Ohio | 44870 | |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Name of each exchange on which registered | |
Common shares, no par value | The NASDAQ Stock Market LLC (NASDAQ Capital Market) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ | |||
(Do not check if smaller reporting company) |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | ||||||||
Exhibits | ||||||||
SIGNATURES | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 |
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Name and Address of | Amount and Nature of | Percent | ||||||
Beneficial Owner | Beneficial Ownership | of Class | ||||||
George L. Mylander 155 Sunset Drive Sandusky, Ohio |
403,183 shares | 5.23 | % |
Name of Beneficial | ||||||||
Owner of Number of | Amount and Nature of | |||||||
Persons in Group (1) | Beneficial Ownership | Percent of Class (2) | ||||||
John O. Bacon (3) |
10,055 | * | ||||||
Laurence A. Bettcher (4) |
45,100 | * | ||||||
Barry W. Boerger (5) |
10,073 | * | ||||||
Thomas A. Depler (6) |
22,090 | * | ||||||
Blythe A. Friedley (7) |
86,650 | 1.12 | % | |||||
James D. Heckelman (8) |
24,128 | * | ||||||
Allen R. Maurice (9) |
58,931 | * | ||||||
James O. Miller (10) |
16,820 | * | ||||||
Margaret A. Murray (11) |
182,022 | 2.36 | % | |||||
W. Patrick Murray (12) |
172,234 | 2.23 | % | |||||
Allen R. Nickles (13) |
12,125 | * | ||||||
John P. Pheiffer (14) |
92,350 | 1.20 | % | |||||
J. William Springer (15) |
100 | * | ||||||
David A. Voight (16) |
11,795 | * | ||||||
Richard A. Weidrick (17) |
234 | * | ||||||
Daniel J. White (18) |
1,411 | * | ||||||
Gerald B. Wurm (19) |
27,583 | * | ||||||
Richard J. Dutton |
500 | * | ||||||
Todd A. Michel (20) |
6,422 | * | ||||||
James E. McGookey (21) |
1,085 | * | ||||||
Charles C. Riesterer (22) |
6,510 | * | ||||||
All current executive officers and directors as a group (21 persons) (23) |
788,218 | 10.22 | % |
(1) | Unless otherwise indicated, each executive officer or Director has voting and investment
power with respect to all of the common shares reflected in the table for such executive
officer or Director. The mailing address of each of the executive officers and Directors of
the Corporation is 100 East Water Street, P.O. Box 5016, Sandusky, Ohio 44870. |
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(2) | Percent of Class is computed based on the sum of (a) 7,707,917 common shares outstanding on
February 22, 2011, and (b) the number of common shares, if any, as to which the named person
or group has the right to acquire beneficial ownership upon the exercise of options which are
currently exercisable or will first become exercisable within 60 days after February 22, 2011.
* Indicates beneficial ownership of less than one percent of the outstanding common shares of
the Corporation. |
|
(3) | Includes 6,981 shares held by John O. Bacon Trust, as to which John O. Bacon, as trustee, has
voting and investment power; 1,784 shares held by John L. Bacon Trust, as to which John O.
Bacon, as trustee, has voting and investment power; and 1,290 shares held by John O. Bacon
IRAs. |
|
(4) | Includes 28,450 shares held by Laurence A. Bettcher IRA; 14,600 shares held by Laurence A.
Bettcher Trust, as to which Mr. Bettcher, as trustee, has voting and investment power; and
2,050 shares held by Sandusky Bay Company, Ltd., a limited liability company owned by Mr.
Bettcher. |
|
(5) | Includes 2,767 shares held by Barry W. Boerger Trust, as to which Mr. Boerger, as trustee,
has voting and investment power; 6,526 shares held by Barry W. Boerger IRA Trust, as to which
Mr. Boerger, as trustee, has voting and investment power; and 780 shares held by Judith A.
Boerger Trust, as to which Mr. Boergers spouse exercises voting and investment power. |
|
(6) | Includes 12,401 shares held by Thomas A. Depler Trust, as to which Mr. Depler, as trustee,
has voting and investment power; 9,168 shares held by John Depler Trust, as to which Mr.
Depler, as Trustee, has voting and investment power; 393 shares held jointly by Thomas A.
Depler and his spouse, Nancy S. Depler, as to which they have shared voting and investment
power; and 128 shares held by the son of Mr. Depler, as to which his son has voting and
investment power. |
|
(7) | Includes 64,832 shares held by Blythe A. Friedley Trust, as to which Blythe A. Friedley, as
trustee, has voting and investment power; 4,766 shares held by Arlene M. Friedley Trust, as to
which Blythe A. Friedley, as trustee, has voting and investment power; and 17,052 shares held
by Arlene M. Friedley CRUT Trust, as to which Blythe A. Friedley, as trustee, has voting and
investment power. |
|
(8) | Includes 8,722 shares owned by James D. Heckelman; 2,546 shares held by James D. Heckelman
IRA; 8,722 shares held by Margaret F. Heckelman, spouse of James D. Heckelman, as to which she
has voting and investment power; 2,546 shares held by Margaret F. Heckelman IRA, as to which
Mr. Heckelmans spouse has voting and investment power; and 1,591 shares held jointly by James
D. Heckelman and Margaret F. Heckelman, as to which they have shared voting and investment
power. |
|
(9) | Includes 1,641 shares owned by Allen R. Maurice; 450 shares owned by Susan C. Maurice, spouse
of Allen R. Maurice, as to which she has voting and investment power; and 56,840 shares held
by Allen R. Maurice IRA. |
|
(10) | Includes 4,240 shares held by James O. Miller IRA; 3,800 shares held by Martha M. Miller IRA,
as to which Mr. Millers spouse has voting and investment power; and 480 shares owned by the
children of James O. Miller, as to which Mr. Miller, as custodian, has voting and investment
power. Also includes 8,300 currently exercisable options. |
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(11) | Includes 28,848 shares owned by Margaret A. Murray; 37,548 shares held by Dennis E. Murray
Jr. TR FBO Margaret A. Murray and Dennis E. Murray Sr., spouse of Margaret A. Murray; 108,826
shares held by DPM Ltd. Benefit Trust FBO Margaret A. Murray and Dennis E. Murray Sr., spouse
of Margaret A. Murray; 6,000 shares held by DJM & JM Murray & Murray 401(k) FBO Margaret A.
Murray and Dennis E. Murray, spouse of Margaret A. Murray. |
|
(12) | Includes 17,562 shares held by W. Patrick Murray Trust, as to which Mr. Murrays spouse has
voting and investment power; 32,672 shares held by W. Patrick Murray IRA; 115,500 shares held
by Louise Murray Trust, as to which Mr. Murray has voting and investment power; and 6,500
shares owned by Mr. Murrays spouse, Louise Murray, as to which she has voting and investment
power. |
|
(13) | Includes 10,400 shares held by Allen R. Nickles IRA; 600 shares owned by Diane Nickles,
spouse of Allen R. Nickles, as to which she has voting and investment power; 500 shares held
by Diane Nickles IRA, as to which she has voting and investment power; and 625 shares owned by
a child of Allen R. Nickles, as to which the Mr. Nickles, as custodian, has voting and
investment power. |
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(14) | Includes 7,745 shares held by John P. Pheiffer IRA: 11,377 shares owned by John P. Pheiffer;
3,451 shares held by P. Pheiffer Trust, as to which Mr. Pheiffer, as trustee, has voting and
investment power; 13,869 shares held by C. Pheiffer Trust, as to which Mr. Pheiffer, as
trustee, has voting and investment power; and 55,908 shares held by Dorn Trust, as to which
Mr. Pheiffer, as trustee, has voting and investment power. |
|
(15) | Includes 100 shares held by John W. Springer Trust, as to which Mr. Springer, as trustee, has
voting and investment power. |
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(16) | Includes 11,795 shares held by the Voight Family Trust, as to which Mr. Voight, as trustee,
has voting and investment power. |
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(17) | Includes 234 shares held in Roth IRAs for children of Richard A. Weidrick, as to which Mr.
Weidrick, as custodian, has voting and investment power. |
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(18) | Includes 769 shares owned by Daniel J. White; and 641 shares held by Daniel J. White IRA. |
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(19) | Includes 24,956 shares held by Gerald B. Wurm Trust, as to which Mr. Wurm, as trustee, has
voting and investment power; 963 shares held under the Stefanie E. Wurm Trust, as to which Mr.
Wurm, as trustee, has voting and investment power; 564 shares held under the Valerie N. Wurm
Trust, as to which Mr. Wurm, as trustee, has voting and investment power; and 1,100 shares
held in the trusts of the grandchildren of Gerald B. Wurm, as to which Mr. Wurm, as trustee,
has voting and investment power. |
|
(20) | Includes 22 shares held jointly by Todd A. Michel and Lynn A. Michel, spouse of Todd A.
Michel, as to which they exercise shared voting and investment power. Also includes 6,400
currently exercisable options. |
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(21) | Includes 985 shares held by James E. McGookey IRA; and 100 shares held jointly by Mr.
McGookey and his spouse, Anne H. McGookey, as to which they have shared voting and investment
power. |
|
(22) | Includes 6,400 currently exercisable options. |
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(23) | Includes 21,100 currently exercisable options. |
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Number of | Number of securities | |||||||||||
securities to be | remaining available for | |||||||||||
issued upon | Weighted-average | future issuance under | ||||||||||
exercise of | exercise price of | equity compensation | ||||||||||
outstanding | outstanding | plans (excluding | ||||||||||
options, warrants | warrants options | securities rights | ||||||||||
and rights | and rights | reflected in column (a)) | ||||||||||
Plan Category | (a) | (b) | (c) | |||||||||
Equity compensation plans approved by security holders |
29,500 | $ | 25.42 | 0 | (1) | |||||||
Equity compensation plans not approved by security holders |
0 | 0 | 0 | |||||||||
Total |
29,500 | $ | 25.42 | 0 | (1) |
(1) | The Corporations Stock Option and Stock Appreciation Rights Plan expired in 2010, and no
further stock options or other awards may be granted by the Corporation under such plan. |
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Exhibit | Description | Location | ||||
31.1 | Rule 13a-14(a)/15-d-14(a) Certification of
Chief Executive Officer
|
Included herewith | ||||
31.2 | Rule 13a-14(a)/15-d-14(a) Certification of
Chief Financial Officer
|
Included herewith |
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(Registrant)
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First Citizens Banc Corp
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By
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/s/ James O. Miller
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By
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/s/ Todd A. Michel | |||
Todd A. Michel, Senior Vice President (Principal Financial Officer) |
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Exhibit | Description | Location | ||||
31.1 | Rule 13a-14(a)/15-d-14(a) Certification of
Chief Executive Officer
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Included herewith | ||||
31.2 | Rule 13a-14(a)/15-d-14(a) Certification of
Chief Financial Officer
|
Included herewith |
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1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of First
Citizens Banc Corp; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this report; |
Signature and Title:
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/s/ James O. Miller, President, Chief Executive Officer
|
Date: | April 8, 2011 |
1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of First
Citizens Banc Corp; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this report; |
Signature and Title:
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/s/ Todd A. Michel, Senior Vice President, Controller
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Date: | April 8, 2011 |