-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RxDRe9im34HqZqqMDnJhI6+98s0C2T9RuZkZ2HPgEI12zGvXIYhEjjYkyiXuAfiG KY6FIhgICXJS02g2eegsNQ== 0000950152-04-008047.txt : 20041108 0000950152-04-008047.hdr.sgml : 20041108 20041108154409 ACCESSION NUMBER: 0000950152-04-008047 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041008 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041108 DATE AS OF CHANGE: 20041108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST CITIZENS BANC CORP /OH CENTRAL INDEX KEY: 0000944745 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 341558688 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25980 FILM NUMBER: 041125723 BUSINESS ADDRESS: STREET 1: 100 EAST WATER ST STREET 2: P O BOX 5016 CITY: SANDUSKY STATE: OH ZIP: 44870 BUSINESS PHONE: 4196254121 MAIL ADDRESS: STREET 1: 100 EAST WATER ST STREET 2: P O BOX 5016 CITY: SANDUSKY STATE: OH ZIP: 44870 8-K/A 1 l10458ae8vkza.txt FIRST CITIZENS BANC CORP 8-K/AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 8, 2004 First Citizens Banc Corp ------------------------ (Exact name of Registrant as specified in its charter) Ohio 0-25980 34-1558688 ---- ------- ---------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) Identification No.)
100 East Water Street, P.O. Box 5016, Sandusky, Ohio 44870 ---------------------------------------------------- ----- (Address of principle executive offices) Registrant's telephone number, including area code: (419) 625-4121 N/A --- (Former name or former address, if changed since last report) ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS First Citizens Banc Corp. ("First Citizens") hereby amends Item 9.01 of its Current Report on Form 8-K, dated October 8, 2004 and filed on October 15, 2004 (the "Report"), as set forth below. The purpose of the Report was to disclose, pursuant to Item 2.01, First Citizens' acquisition of FNB Financial Corp. ("FNB"). The purpose of this amendment is to file the required financial statements of FNB and unaudited pro forma financial information. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. The consolidated audited financial statements of FNB for the fiscal years ended December 31, 2003 and 2002 were included in First Citizens' Registration Statement on Form S-4 as filed with the U.S. Securities and Exchange Commission on August 5, 2004 (File No. 333-117483) and are incorporated herein by reference. The consolidated unaudited balance sheet, income statement and cash flow statement of FNB for the period from January 1, 2004 through June 30, 2004 to be filed pursuant to Item 9.01(a) of Form 8-K is attached hereto as Exhibit 99.1 and incorporated herein by reference. (b) Pro Forma Information. The pro forma financial information as of and for the six months ended June 30, 2004 and the fiscal year ended December 31, 2003 to be filed pursuant to Item 9.01(b) of Form 8-K is attached hereto as Exhibit 99.2 and incorporated herein by reference. (c) Exhibits. 99.1 Unaudited Consolidated Balance Sheet of FNB as of June 30, 2004, unaudited Consolidated Statement of Income of FNB for the six months ended June 30, 2004 and unaudited statement of cash flows of FNB for the six months ended June 30, 2003 and 2004. 99.2 Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet of First Citizens as of June 30, 2004 and unaudited Pro Forma Condensed Combined Statement of Income for the six months ended June 30, 2004 and fiscal year ended December 31, 2003. SIGNATURES 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 duly authorized. First Citizens Banc Corp /s/James O. Miller November 8, 2004 - -------------------------------------------- ---------------- James O Miller Date Executive Vice President EX-99.1 2 l10458aexv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 FNB FINANCIAL CORP. Consolidated Balance Sheets (Unaudited) (In thousands, except share data)
June 30, ASSETS 2004 --------- Cash and due from financial institutions $ 6,342 Federal funds sold 10,790 --------- Cash and cash equivalents 17,132 Federal Home Loan Bank and Federal Reserve Bank stock 1,858 Securities available for sale 81,066 Loans held for sale 130 Loans, net of allowance of $5,117 and $3,512 94,412 Premises and equipment, net 1,843 Accrued interest receivable 1,360 Intangible assets 1,878 Other assets 1,269 --------- Total assets $ 200,948 ========= LIABILITIES Deposits Demand $ 50,909 Savings 38,788 Time deposits 78,883 --------- Total deposits 168,580 Securities sold under agreements to repurchase 5,577 Federal Home Loan Bank advances 1,016 Accrued interest payable 83 Dividends declared and unpaid 100 Other liabilities 341 --------- Total liabilities 175,697 SHAREHOLDERS' EQUITY Common stock, $10 par value, 1,000,000 shares authorized, 500,000 shares issued and outstanding 5,000 Paid in capital 7,000 Retained earnings 13,251 --------- Total shareholders' equity 25,251 --------- Total liabilities and shareholders' equity $ 200,948 =========
FNB FINANCIAL CORP. Consolidated Statements of Income (Unaudited) (In thousands, except per share data)
Six months ended June 30, ------------------------- 2004 2003 Interest and dividend income Loans, including fees $ 4,838 $ 5,933 Interest on securities 796 964 Federal funds sold and other 130 80 ------- ------- Total interest income 5,764 6,977 Interest expense Deposits 1,194 2,084 Repurchase agreements 22 33 Federal Home Loan Bank advances 37 56 ------- ------- Total interest expense 1,253 2,173 ------- ------- Net interest income 4,511 4,804 Provision for loan losses 1,490 4,351 ------- ------- Net interest income after provision for loan losses 3,021 453 Noninterest income Service charges 336 366 Other 93 296 ------- ------- Total noninterest income 429 662 Noninterest expense Salaries, wages and benefits 1,542 1,608 Director fees 95 95 Net occupancy expense 264 176 Depreciation and Amortization 102 102 Marketing and public relations 36 53 Professional services 772 241 Office supplies, printing postage and courier 123 110 Data processing 272 331 Other operating expenses 633 353 ------- ------- Total noninterest expense 3,839 3,069 ------- ------- Income (loss) before taxes (389) (1,954) Income tax expense (59) (907) ------- ------- Net Income (loss) $ (330) $(1,047) ======= ======= Earnings (loss) per share $ (0.66) $ (2.09)
FNB FINANCIAL CORP Condensed Consolidated Statement of Cash Flows (Unaudited) (In thousands)
Six months ended June 30, ------------------------- 2004 2003 -------- -------- Net cash from operating activities $ 4,280 $ (2,724) Cash flows from investing activities Available for sale securities Maturities, prepayments and calls 53,845 41,003 Purchases (86,682) (42,000) Loan originations and payments, net 11,063 6,278 Net purchases of office premises and equipment (8) 26 -------- -------- Net cash from investing activities (21,782) 5,307 Cash flows from financing activities Net change in deposits (12,832) (298) Change in securities sold under agreements to repurchase (209) (1,434) Repayments of Federal Home Loan Bank Advances (306) (11) Dividends paid (200) (603) -------- -------- Net cash from financing activities (13,547) (2,346) -------- -------- Net change in cash and due from banks (31,049) 237 Cash and due from banks at beginning of period 48,181 7,158 -------- -------- Cash and due from banks at end of period $ 17,132 $ 7,395 ======== ======== Cash paid during the period for: Interest $ 1,289 $ 1,635 Income taxes $ 435 $ 110 Supplemental non-cash disclosures Transfers to OREO $ 190 $ (31)
EX-99.2 3 l10458aexv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 PRO FORMA FINANCIAL INFORMATION FIRST CITIZENS BANC CORP. AND FNB FINANCIAL CORP. UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS The following Unaudited Pro Forma Condensed Combined Consolidated Statement of Financial Condition combines the historical Consolidated Statement of Financial Condition of First Citizens and subsidiaries and the historical Consolidated Statement of Financial Condition of FNB and subsidiaries giving effect to the consummation of the merger on June 30, 2004, using the purchase method of accounting and giving effect to the related pro forma adjustments described in the accompanying Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements. The following Unaudited Pro Forma Condensed Combined Consolidated Statements of Income for the six months ended June 30, 2004 and the year ended December 31, 2003 combine the historical Consolidated Statements of Income of First Citizens and subsidiaries and FNB giving effect to the merger as if the merger had become effective at the beginning of the period presented, using the purchase method of accounting and giving effect to the related pro forma adjustments described in the accompanying Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Data. Although pro forma financial information is not a measure of performance calculated in accordance with accounting principles generally accepted in the United States of America, First Citizens and FNB believe that pro forma financial information is important because it gives effect to the merger as if the merger had become effective at the beginning of the period presented. The manner in which First Citizens and FNB calculate pro forma financial information may differ from similarly titled measures reported by other companies. The unaudited pro forma condensed combined consolidated financial statements included herein are presented for informational purposes only. This information includes various estimates and may not necessarily be indicative of the financial position or results of operations that would have occurred if the merger had been consummated on the date or at the beginning of the period indicated or which may be obtained in the future. The unaudited pro forma condensed combined consolidated financial statements and accompanying notes should be read in conjunction with and are qualified in their entirety by reference to the historical financial statements and related notes thereto of First Citizens and subsidiaries and FNB and subsidiaries appearing elsewhere herein. These pro forma financial statements do not include the effects of any potential cost savings that management believes will result from operating the FNB banking business as branches and combining certain operations functions. It also does not necessarily reflect what the historical results of the combined company would have been had the companies been combined during these periods. First Citizens Banc Corp and FNB Financial Corp. Pro Forma Condensed Combined Consolidated Balance Sheet (Unaudited) At June 30, 2004 (In thousands except per share data)
Pro Forma Adjustments First Citizens FNB Increase / Footnote Pro Forma Historical Historical (Decrease) Reference Combined ASSETS Cash and due from banks $ 21,063 $ 6,342 $ (1,900) $ 25,505 Federal funds sold -- 10,790 -- 10,790 Interest-bearing deposits -- -- -- -- Securities available for sale 89,834 81,066 (220) (9) 170,680 Securities held to maturity 13 -- -- 13 Other Investments 7,328 1,858 -- 9,186 Loans held for sale 208 130 -- 338 Loans, net 482,072 94,412 (24) (1) 576,460 Premises and equipment 9,971 1,843 73 (2) 11,887 Goodwill 15,051 -- 11,839 (3) 26,890 Other identified intangible assets 2,263 1,878 (1,270) (4) 2,871 Accrued interest and other assets 8,528 2,629 -- 11,157 -------- --------- --------- --------- Total Assets $636,331 $ 200,948 $ 8,498 $ 845,777 ======== ========= ========= ========= LIABILITIES Deposits $493,565 $ 168,580 $ (302) (5) $ 661,843 Securities sold under repurchase agreements 10,511 5,577 -- 16,088 Federal funds purchased 36,910 -- -- 36,910 Other borrowings 23,026 1,016 12,500 (8) 36,542 Accrued expenses and other liabilities 4,591 524 486 (6) 5,601 -------- --------- --------- --------- Total Liabilities 568,603 175,697 12,684 756,984 SHAREHOLDERS' EQUITY Common Stock 47,370 5,000 16,065 (7) 68,435 Surplus -- 7,000 (7,000) (7) -- Retained earnings 28,458 13,251 (13,251) (7) 28,458 Treasury stock (7,383) -- -- (7) (7,383) Accumulated other comprehensive income (717) -- -- (7) (717) -------- --------- --------- --------- Total Shareholders' Equity 67,728 25,251 (4,186) 88,793 -------- --------- --------- --------- Total Liabilities and Shareholders' Equity $636,331 $ 200,948 $ 8,498 $ 845,777 ======== ========= ========= =========
First Citizens Banc Corp and FNB Financial Corp. Pro Forma Condensed Combined Consolidated Statement of Income (Unaudited) For the six months ended June 30, 2004 (In thousands except per share data)
Pro Forma Adjustments Historical Historical Increase / Footnote Pro Forma FCBC FNB (Decrease) Reference Combined ---------- ---------- ------------ --------- --------- Interest income $ 15,603 $ 5,764 $ 64 (1) (9) $ 21,431 Interest expense 3,656 1,254 537 (5) (8) 5,447 -------- -------- ------ -------- Net interest income 11,947 4,510 (473) 15,984 Provision for loan losses 920 1,490 -- 2,410 -------- -------- ------ -------- Net interest income after provision 11,027 3,020 (473) 13,574 Non-interest income 3,418 429 3,847 Non-interest expense 10,852 3,839 37 (2) (4) 14,728 -------- -------- ------ -------- Income (loss) before income taxes 3,593 (390) (510) 2,693 Provision for income taxes (benefit) 1,029 (59) (173) (10) 797 -------- -------- ------ -------- Net Income (loss) $ 2,564 $ (331) $ (337) $ 1,896 Earnings Per Share: Basic $ 0.51 $ (0.66) Diluted $ 0.51 $ (0.66) Pro Forma Earnings Per Share Basic (11) $ 0.33 Diluted (11) $ 0.33
First Citizens Banc Corp FNB Financial Corporation Pro Forma Condensed Combined Consolidated Statement of Income (Unaudited) For the year ended December 31, 2003 (In thousands except per share data)
Pro Forma Adjustments Historical Historical Increase / Footnote Pro Forma FCBC FNB (Decrease) Reference Combined ---------- ---------- ------------ --------- --------- Interest income $ 33,267 $ 13,244 $ 129 (1) (9) $ 46,640 Interest expense 8,417 3,833 1,074 (5) (8) 13,324 -------- -------- -------- -------- Net interest income 24,850 9,411 (945) 33,316 Provision for loan losses 1,944 6,800 -- 8,744 -------- -------- -------- -------- Net interest income after provision 22,906 2,611 (945) 24,572 Non-interest income 7,724 975 8,699 Non-interest expense 22,925 7,794 74 (2) (4) 30,793 -------- -------- -------- -------- Income (loss) before income taxes 7,705 (4,208) (1,019) 2,478 Provision for income taxes (benefit) 2,138 (1,445) (346) (10) 347 -------- -------- -------- -------- Net Income (loss) $ 5,567 $ (2,763) $ (673) $ 2,131 Earnings Per Share: Basic $ 1.11 $ (5.53) Diluted $ 1.10 $ (5.53) Pro Forma Earnings Per Share Basic (12) $ 0.37 Diluted (12) $ 0.37
Notes: (1) Represents the estimated fair market value adjustment related to the loan portfolio and is assumed to amortize into interest income on a level yield basis over the estimated period to maturity or reprising of the portfolio, which averages 7 1/2 years. (2) Represents the estimated fair market value adjustment related to the office properties and is assumed to amortize on a straight line basis over the estimated life of 39 years. (3) Represents the estimate of the excess of the total direct acquisition costs over the estimated fair value of the net assets acquired. (4) Represents the elimination of the historical core deposit intangible at FNB in the amount of $1,878 and establishment of the estimated core deposit intangible related to the proposed acquisition by First Citizens in the amount of $608, which is assumed to amortize into non-interest expense on an accelerated basis over 10 years. (5) Represents the estimated fair market value adjustment related to deposits and is assumed to amortize into interest expense on a level yield basis over the estimated remaining maturity of the deposits which averages 11 months for certificates of deposit and 17 months for IRAs. (6) Represents accrual of certain estimated acquisition costs of $440 and deferred taxes related to estimated purchase accounting adjustments of $444. (7) Represents the elimination of FNB equity on a historical basis and the issuance of an estimated shares of First Citizens based on an exchange multiple of 2.62. (8) Represents estimated amount First Citizens will borrow to pay the cash portion to FNB shareholders. The borrowing will be fixed at 7%. (9) Represents amortization of fair value adjustment related to investment securities on a level yield basis over their estimated remaining lives which average 21 months. (10) Represents the income tax effect of the estimated purchase accounting adjustments using an effective tax rate of 34%. (11) Basic and diluted pro forma earnings per share for the six months ended June 30, 2004 have been computed based on 5,819,166 and 5,825,655 weighted average shares outstanding. (12) Basic and diluted pro forma earnings per share for the year ended December 31, 2003 have been computed based on 5,819,203 and 5,827,469 weighted average shares outstanding. -----END PRIVACY-ENHANCED MESSAGE-----