8-K/A

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)
December 17, 2007

First Citizens Banc Corp

(Exact name of Registrant as specified in its charter)

Ohio	0-25980	34-1558688
(State or other jurisdiction of organization)	(Commission File Number)	(IRS Employer incorporation or 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)

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:

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

o 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))

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 December 17, 2007 and filed on December 17, 2007 (the “Report”), as set forth below. The purpose of the Report was to disclose, pursuant to Item 2.01, First Citizens’ acquisition of Futura Banc Corp. (“Futura”). The purpose of this amendment is to file the required financial statements of Futura 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 Futura for the fiscal years ended December 31, 2006 and 2005 were included in First Citizens’ Registration Statement on Form S-4 as filed with the U.S. Securities and Exchange Commission on September 7, 2007 and are incorporated herein by reference.
	The consolidated unaudited financial statements of Futura for the period from January 1, 2007 through September 30, 2007 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 nine months ended September 30, 2007 and the fiscal year ended December 31, 2006 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 Futura as of September 30, 2007 , unaudited Consolidated Statement of Income of Futura for the nine months ended September 30, 2007 and Unaudited Statements of Cash Flows of Futura for the nine months ended September 30, 2006 and 2007.
99.2	Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet of First Citizens as of September 30, 2007 and unaudited Pro Forma Condensed Combined Statement of Income for the nine months ended September 30, 2007 and fiscal year ended December 31, 2006.

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/Richard J. Dutton	February 26, 2008
Richard J. Dutton Executive Vice President	Date

EX-99.1

Exhibit 99.1

Futura Banc Corporation
Consolidated Balance Sheets (Unaudited)
(In thousands, except share data)

	September 30, 2007
ASSETS
Cash and due from financial institutions	$	6,357
Federal funds sold		10,362
Cash and cash equivalents		16,719
Federal Home Loan Bank and Federal Reserve Bank stock		3,412
Securities available for sale		30,868
Loans, net of allowance of $2,384		211,968
Premises and equipment, net		9,477
Intangible assets		165
Other assets		3,044
Total assets	$	275,653
LIABILITIES
Deposits
Noninterest-bearing deposits	$	32,401
Interest-bearing deposits		196,862
Total deposits		229,263
Other short-term borrowings		22
Federal Home Loan Bank advances		14,520
Subordinated debentures		4,648
Other liabilities		2,221
Total liabilities		250,674
SHAREHOLDERS’ EQUITY
Common stock, no par value, 5,000,000 shares authorized, 2,633,260 shares issued and outstanding		20,044
Retained earnings		5,125
Treasury stock		(271	)
Accumulated other comprehensive income		81
Total shareholders’ equity		24,979
Total liabilities and shareholders’ equity	$	275,653

Futura Banc Corporation
Consolidated Statements of Income (Unaudited)
(In thousands, except per share data)

	Nine months ended September 30,
	2007		2006
Interest and dividend income
Loans, including fees	$	12,435	$	11,980
Interest on securities		1,225		1,051
Federal funds sold and other		491		428
Total interest income		14,151		13,459
Interest expense
Deposits		5,478		4,182
Federal Home Loan Bank advances		488		462
Subordinated debentures		226		217
Fed funds purchased and other borrowings		10		12
Total interest expense		6,202		4,873
Net interest income		7,949		8,586
Provision for loan losses		618		—
Net interest income after provision for loan losses		7,331		8,586
Noninterest income
Service charges		1,095		1,205
Investment and trust management fees		507		406
Net gain on sale of loans		130		201
Other		59		36
Total noninterest income		1,791		1,848
Noninterest expense
Salaries, wages and benefits		3,592		3,914
Net occupancy expense		619		688
Depreciation and Amortization		1,182		1,271
Franchise and other taxes		277		286
Professional services		567		270
Other operating expenses		1,012		1,131
Total noninterest expense		7,249		7,560
Income (loss) before taxes		1,873		2,874
Income tax expense		423		859
Net Income (loss)	$	1,450	$	2,015
Earnings per share, basic	$	0.55	$	0.76
Earnings per share, diluted	$	0.54	$	0.74

Futura Banc Corporation
Condensed Consolidated Statement of Cash Flows (Unaudited)
(In thousands)

	Nine months ended September 30,
	2007			2006
Net cash from operating activities	$	(144	)	$	972
Cash flows from investing activities
Available for sale securities
Maturities, prepayments and calls		2,112			4,886
Purchases		(1,000	)		(5,277	)
Loan originations and payments, net		1,893			(8,273	)
Net purchases of office premises and equipment		(1,319	)		642
Change in fed funds sold		(7,069	)		1,326
Net cash from investing activities		(5,383	)		(6,696	)
Cash flows from financing activities
Net change in deposits		1,109			5,878
Repayments of Federal Home Loan Bank Advances		4,680			(4,319	)
Change in U.S. Treasury interest-bearing notes payable		7			1
Change in treasury stock		9			(61	)
Dividends paid		(1,190	)		(930	)
Net cash from financing activities		4,615			569
Net change in cash and due from banks		(912	)		(5,155	)
Cash and due from banks at beginning of period		7,269			11,203
Cash and due from banks at end of period	$	6,357		$	6,048
Cash paid during the period for:
Interest	$	6,202		$	4,873
Income taxes	$	423		$	859

EX-99.2

Exhibit 99.2

PRO FORMA FINANCIAL INFORMATION

First Citizens Banc Corp and Futura Banc Corporation
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 Futura and subsidiaries giving effect to the consummation of the merger on September 30, 2007, 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 Balance Sheet for the nine months ended September 30, 2007 and Statements of Income for the nine months ended September 30, 2007 and the year ended December 31, 2006 combine the historical Consolidated Statements of Income of First Citizens and subsidiaries and Futura 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 Futura 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 Futura 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 Futura 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 Futura 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 Futura Banc Corporation
Pro Forma Condensed Combined Consolidated Balance Sheet
(Unaudited)

At September 30, 2007 (In thousands except per share data)

							Pro Forma
							Adjustments
	First Citizens			Futura			Increase /			Footnote		Pro Forma
	Historical			Historical			(Decrease)			Reference		Combined
Assets
Cash and due from banks	$	14,682		$	6,357		$	677				$	21,716
Federal funds sold		—			10,362			(10,362	)		(1)		—
Securities available for sale		104,604			30,868			—			(9)		135,472
Other Investments		11,147			3,412			—					14,559
Loans, net		582,816			211,968			(6,315	)		(2)(3)		788,469
Premises and equipment		11,581			9,477			1,323			(4)		22,381
Goodwill		26,093			165			39,502			(5)		65,760
Other identified intangible assets		2,809			—			6,185			(6)		8,994
Bank owned life insurance		10,748			—			—
Accrued interest and other assets		12,083			3,044			—					15,127
Total Assets	$	776,563		$	275,653		$	31,010				$	1,083,226
Liabilities
Deposits	$	551,650		$	229,263		$	881			(7)	$	781,794
Securities sold under repurchase agreements		23,025			—								23,025
FHLB borrowings		86,095			14,542			(10,362	)		(1)		90,275
Other borrowings		28,001			4,648			17,427			(8)(9)		50,076
Accrued expenses and other liabilities		10,904			2,221			2,108			(10)		15,233
Total Liabilities		699,675			250,674			10,054					960,403
Shareholders’ Equity
Common Stock		68,429			20,044			25,891			(11)		114,364
Retained earnings		27,258			5,125			(5,125	)		(11)		27,258
Treasury stock		(16,842	)		(271	)		271			(11)		(16,842	)
Accumulated other comprehensive income		(1,957	)		81			(81	)		(11)		(1,957	)
Total Shareholders’ Equity		76,888			24,979			20,956					122,823
Total Liabilities and Shareholders’ Equity	$	776,563		$	275,653		$	31,010				$	1,083,226

First Citizens Banc Corp and Futura Banc Corporation
Pro Forma Condensed Combined Consolidated Statement of Income
(Unaudited)

For the nine months ended September 30, 2007 (In thousands except per share data)

					Pro Forma
					Adjustments
	Historical		Historical		Increase /			Footnote		Pro Forma
	FCBC		FBC		(Decrease)			Reference		Combined
Interest income	$	36,658	$	14,151	$	1			(2)(12)	$	50,810
Interest expense		14,918		6,202		1,557			(7)(8)		22,677
Net interest income		21,740		7,949		(1,556	)				28,133
Provision for loan losses		1,154		618		—					1,772
Net interest income after provision		20,586		7,331		(1,556	)				26,361
Non-interest income		5,448		1,791		—					7,239
Non-interest expense		19,413		7,249		564			(4)(6)(9)		27,226
Income (loss) before income taxes		6,621		1,873		(2,120	)				6,374
Provision for income taxes (benefit)		1,924		423		(742	)		(13)		1,605
Net Income (loss)	$	4,697	$	1,450	$	(1,378	)			$	4,769
Earnings Per Share:
Basic	$	0.87	$	0.55
Diluted	$	0.87	$	0.55
Pro Forma Earnings Per Share
Basic									(14)	$	0.62
Diluted									(14)	$	0.62

First Citizens Banc Corp and Futura Banc Corporation
Pro Forma Condensed Combined Consolidated Statement of Income
(Unaudited)

For the year ended December 31, 2006 (In thousands except per share data)

					Pro Forma
					Adjustments
	Historical		Historical		Increase /			Footnote		Pro Forma
	FCBC		FBC		(Decrease)			Reference		Combined
Interest income	$	45,876	$	18,132	$	1			(2)(12)	$	64,009
Interest expense		15,615		6,820		2,076			(7)(8)		24,511
Net interest income		30,261		11,312		(2,075	)				39,498
Provision for loan losses		1,128		—		—					1,128
Net interest income after provision		29,133		11,312		(2,075	)				38,370
Non-interest income		6,670		3,101							9,771
Non-interest expense		26,977		10,253		752			(4)(6)(9)		37,982
Income (loss) before income taxes		8,826		4,160		(2,827	)				10,159
Provision for income taxes (benefit)		2,666		1,260		(989	)		(13)		2,937
Net Income (loss)	$	6,160	$	2,900	$	(1,838	)			$	7,222
Earnings Per Share:
Basic	$	1.12	$	1.09
Diluted	$	1.12	$	1.07
Pro Forma Earnings Per Share
Basic									(15)	$	0.92
Diluted									(15)	$	0.92

Notes:

(1) To reflect the planned use of FBC’s overnight funds sold to reduce FCBC’s overnight funds purchased.

(2) 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 repricing of the portfolio, which averages 7 1/2 years.

(3) Represents the estimated fair value adjustments related to loans for which FCBC’s plans for resolution and disposition of collateral differ from FBC’s current work-out plans.

(4) 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.

(5) Represents the estimate of the excess of the total direct acquisition costs over the estimated fair value of the net assets acquired.

(6) Represents the establishment of the estimated core deposit intangible related to the proposed acquisition by Citizens in the amount of $6,185, which is assumed to amortize into non-interest expense on an accelerated basis over 10 years.

(7) 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 deposits and 12 months for IRAs.

(8) Represents estimated amount FCBC will borrow to pay the cash portion to FBC shareholders. The borrowing is expected to be variable at 3 month LIBOR plus 1.25%.

(9) Represents the estimated fair market value adjustment related to subordinated debentures and is assumed to amortize over the remaining life to the call date (3 years).

(10) Represents accrual of certain estimated acquisition costs of $648 and deferred taxes related to estimated purchase accounting adjustments.

(11) Represents the elimination of FBC equity on a historical basis and the issuance of an estimated shares of First Citizens based on an exchange multiple of 1.1726.

(12) Represents amortization of fair value adjustment related to investment securities on a level yield basis over their estimated remaining lives which average 36 months.

(13) Represents the income tax effect of the estimated purchase accounting adjustments using an effective tax rate of 35%.

(14) Basic and diluted pro forma earnings per share for the nine months ended September 30, 2007 have been computed based on 7,732,917 weighted average shares outstanding.

(15) Basic and diluted pro forma earnings per share for the year ended December 31, 2006 have been computed based on 7,864,308 weighted average shares outstanding.