8-K

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): December 19, 2008

First Citizens Banc Corp

(Exact name of Registrant as specified in its charter)

Ohio	0-25980	34-1558688
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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)

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))

Item 8.01. Other Events.

Receipt of Preliminary Approval for Participation in TARP Capital Purchase Program

On December 16, 2008, First Citizens Banc Corp (“First Citizens”) received preliminary approval from the U.S. Department of the Treasury (the “Treasury”) of its application to participate in the TARP Capital Purchase Program. Upon execution of definitive agreements and subject to standard closing conditions, the Treasury will purchase from First Citizens up to $23,184,000 of senior preferred shares and a related warrant to purchase First Citizens common shares. The terms and conditions of the senior preferred shares and the warrant will conform to those provided by the Treasury.

Under First Citizens’ existing Articles of Incorporation, First Citizens does not have the authority to issue preferred shares. As a result, in order to permit First Citizens to participate in the Capital Purchase Program, the shareholders of First Citizens must adopt an amendment to Article FOURTH of the Articles of Incorporation to authorize First Citizens to issue preferred shares. A Special Meeting of Shareholders of First Citizens has been scheduled for January 5, 2009, for the purpose of considering and voting upon the adoption of a proposed amendment to Article FOURTH of the Articles of Incorporation. Shareholders of record as of the close of business on November 6, 2008, will be entitled to vote in person or by proxy at the Special Meeting of Shareholders.

On or about December 22, 2008, First Citizens intends to mail a letter to shareholders announcing that it has received preliminary approval from the Treasury of its application to participate in the Capital Purchase Program and clarifying the effect that First Citizens’ participation in the Capital Purchase Program would have on First Citizens’ ability to pay dividends on its common shares. A copy of the shareholder letter is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Goodwill Impairment Testing

The letter to be mailed to shareholders of First Citizens on or about December 22, 2008, also states that First Citizens is in the process of performing the annual review of the goodwill on its books and anticipates that the review may lead to a significant write-down in the value of goodwill for the fourth quarter of 2008. A copy of the shareholder letter is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a)	Not applicable
(b)	Not applicable
(c)	Not applicable

(d) Exhibits

     The following exhibits are included with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Letter to be mailed to shareholders of First Citizens Banc Corp on or about December 22, 2008

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 James O. Miller President and CEO	December 19, 2008 Date

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Letter to be mailed to shareholders of First Citizens Banc Corp on or about December 22, 2008

EX-99.1

Exhibit 99.1

First Citizens Banc Corp
100 East Water Street,
Sandusky, Ohio 44870-2514
419-625-4121
www.fcza.com	December 22, 2008

To our Shareholders:

You should have recently received proxy materials for the Special Meeting to be held on January 5, 2009, at which you will be asked to consider and vote upon the adoption of a proposed amendment to our articles of incorporation that would authorize us to issue preferred shares. If adopted, the proposed amendment to our articles would permit us to participate in the US Treasury’s TARP Capital Purchase Program. With the encouragement of our banking regulators, we have applied and received preliminary approval to sell up to $23,184,000 of senior preferred shares to the Treasury under this program.

The Treasury’s program is being used to strengthen healthy institutions, and they are the only ones who have been offered the opportunity to participate. Since we cannot know how long the current economic problems will last or how serious they will get, we believe that it is prudent to consider the option. The availability of the additional capital may also make it possible to take advantage of opportunities that may arise due to the weakness of others. Our plan would be to quickly put the money received from the Treasury to work to make it self-sustaining.

I have received several questions about the effect that participation in the program will have on dividends. Acceptance of the Treasury investment does not prohibit the payment of dividends on our common shares but will limit our maximum per share dividend to $.15 per quarter for three years. Increases in our quarterly dividend above this amount would require the approval of the Treasury. Like debt payments, the dividends payable on the senior preferred shares issued to the Treasury would need to be paid before the payment of common share dividends. Again, we believe the benefits of additional capital and liquidity outweigh the short term restrictions.

To preserve the possibility of accepting the Treasury funding, we need your vote in favor of the amendment to the articles. As indicated in the proxy materials previously mailed to you, your Board of Directors recommends that you vote “FOR” the adoption of the proposed amendment to the articles.

I also want to inform you that we are presently reviewing the value of the goodwill on our books. Over several years, as we made acquisitions, accounting rules have required that we record as goodwill the difference between the market value of the stock issued to make the acquisition and the book value of the assets acquired. In those better times in the market, market values were substantially higher than book values, which provided greater purchasing power in the transactions. The result has been the recording of over $65,000,000 in goodwill on our books.

(continued on reverse side)

Accounting rules require that we review the value of this goodwill periodically, and we are in the process of completing such a review. Since the value of everything is down, we anticipate that this review may lead to a significant write-down in the value of the goodwill on our books. It is important to remember that writing down goodwill:

• Does not affect the cash of the corporation

• Does not affect cash earnings of the corporation

• Does not affect your dividends

• Does not affect the regulatory capital of the corporation

The goodwill adjustment will be considered for the fourth quarter 2008. I will provide additional information regarding our goodwill after the current review is completed. We have seen and expect to see more companies making such adjustments.

If you have any questions, please call. If you have any proxy questions, feel free to call Jim McGookey our corporate secretary and counsel.

Very truly yours,

/s/ James O. Miller

James O. Miller
President and CEO

Cautionary Statement Regarding Forward-Looking Information

This letter contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to numerous assumptions, risks and uncertainties. Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results or future events could differ, possibly materially, from those anticipated in these forward-looking statements. The forward-looking statements in this letter speak only as of the date of the letter, and First Citizens Banc Corp assumes no duty, and does not undertake, to update any such forward-looking statements to reflect events or circumstances after the date of this letter, except to the extent required by law.