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)

April 22, 2015

First Citizens Banc Corp

(Exact name of Registrant as specified in its charter)

Ohio	001-36192	34-1558688
(State or other jurisdiction of	(Commission	( IRS Employer
incorporation or organization)	File Number)	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:

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

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On April 21, 2015, First Citizens Banc Corp held its Annual Meeting of shareholders. The presentation material is attached hereto as Exhibit 99.1.

First Citizens Banc Corp is a $1.4 billion financial holding company headquartered in Sandusky, Ohio. The Company’s banking subsidiary, The Citizens Banking Company, operates 28 locations in Central, North Central and Southwestern Ohio.

First Citizens Banc Corp may be accessed at www.fcza.com. The Company’s common shares are traded on the NASDAQ Capital Market under the symbol “FCZA”. The Company’s depositary shares, each representing a 1/40^th ownership interest in a Series B Preferred Share, are traded on the NASDAQ Capital Market under the symbol “FCZAP”.

Item 9.01 Financial Statements and Exhibits

(c) Exhibit 99.1 Annual Meeting presentation material

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 thereunto duly authorized.

	First Citizens Banc Corp (Registrant)
Date: April 22, 2015	/s/ Todd A. Michel
	Todd A. Michel,
	Senior Vice President & Controller

EX-99.1

First

Citizens

Banc

Corp

Annual

Shareholder

Meeting

April

21,

2015

Exhibit 99.1

Cautionary Statement Regarding Forward-Looking Information

Comments made in this presentation include

“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 the 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 speak only as of the date

of this presentation, and First Citizens Banc Corp assumes no duty to update

any forward-looking statements to reflect events or circumstances after the

date of this presentation, except to the extent required by law.

9

th

Largest

Publicly

Traded Commercial

Bank in Ohio

Community Bank

Operating in 11 Ohio

Counties

Commercial Banking

Retail Banking

Wealth Management

Key Facts

(as of 3/31/15)

($ millions)

Assets

$1,407.2

Loans

$    984.1

Deposits

$1,197.3

Market Cap

$      86.4

Company Overview

December 31, 2014

December 31, 2013

Change

Balance Sheet

Assets

$1,213,191,000

$1,167,546,000

3.91%

Gross Loans

$   914,857,000

$ 861,241,000

6.23%

Deposits

$   968,918,000

$ 942,475,000

2.81%

Performance

Net Income

$       9,528,000

$ 6,179,000

54.20%

Return on Average Assets

0.77%

0.53%

45.28%

Return on Average Equity

8.34%

5.97%

39.70%

Return on Average Tangible

Common Equity

12.44%

9.93%

25.28%

Financial Highlights

Last Year’s Strategy Commitment

Long-term Shareholder Value

through Growth and

Profitability

2014 Company Successes

Completed the placement of $25,000,000 in preferred stock

-

strengthening the capital of the company

Opening of Loan Production office in Mayfield Heights

Agreement to acquire TCNB, Dayton, Ohio -

growing the

company $100,000,000 and opening a new market

Recognition by SNL Securities for a 61% return in our

common stock for 2014

Consolidation of our brand identity under Civista Bank and

Civista Bancshares, Inc.

Mayfield Heights Office

Dayton Offices

Huber Heights

Springboro Pike

Whipp Road

Sandusky / Akron, Ohio

$556 million in loans

$590 million in deposits

11 branch locations

#1 deposit market share

in Sandusky, Ohio with

~ 43% market share

North Central Ohio

$101 million in loans

$187million in deposits

7 branch locations

~40% deposit market

share

West Central Ohio

$258 million in loans

$192 million in deposits

7 branch locations

23% deposit market

share in the rural

markets

Greater Dayton, Ohio

$78  million in loans

$90 million in deposits

3 branch locations

~1.47% deposit market

share

First Citizens Banc Corp Locations

Target

Market

Highlights

SNL Financial Recognition

Top Returning Bank Stock for Banks Under $100M in Capitalization

2014 Total Return of 61.15%

Stock

Recovery

from

September

2011

Low

Company Rebranding

316 Citizens Banks in the country

16 Citizens in the State of Ohio

Citizens/Champaign confusing

Identity confusion on the internet

Need to set ourselves apart from the others

Company Rebranding

Bank Logo

Company Rebranding

Logo Extensions

2014 Operating Successes

Grew Loans by $53,600,000

Grew Deposits by $26,400,000

Grew Net Interest Income by $1,892,000

Grew Noninterest Income by $1,812,000

Reduced Noninterest Expense by $1,834,000

Reduced Non-Performing Assets from 2.2% to 1.6% of assets

Peer

Leading

Net

Interest

Margin

Non-Interest Metrics and Initiatives

From AB Magazine, November  ©

2014 SourceMedia, Inc.. All rights reserved.  Used by permission and protected by the

Copyright Laws of the United States.  The printing, copying, redistribution, or retransmission of this Content without expressed

written permission is prohibited.   *Civista Bank, formerly Citizens and Champaign Banks.

Improving efficiency and operating leverage

Investment

in

people

*

Revised retirement plan in Q2 2014

reducing net expenses $195 thousand in

2014

Rightsizing branch network

Projected annual cost savings of $450

thousand

Growing fee income platform

Wealth management

~$464 million in AUM

Earned $3.2 million during 2014, a

19% increase from the prior year

Income tax refund processing program

Evaluated / refined our process

over four tax seasons

Specialized payment processing

earned $2.3 million during 2014

Non-Interest Income / Average Assets

Net Operating Expense / Average Assets

0.85%

0.89%

0.98%

1.00%

1.12%

2010

2011

2012

2013

2014

2.20%

2.24%

2.31%

2.63%

2.17%

2010

2011

2012

2013

2014

Operating Results

($s in thousands, except per share data)

For the Years Ended December 31,

2010

2011

2012

2013

2014

Net Interest Income

$41,461 

$41,361 

$40,578 

$39,974 

$41,866 

Provision for Loan Losses

17,940 

9,800 

6,400 

1,100 

1,500 

Noninterest Income

9,154 

9,971 

11,200 

12,062 

13,874 

Noninterest Expense

35,774 

36,727 

38,074 

43,384 

41,550 

Net Income

(1,268)

3,958 

5,579 

6,179 

9,528 

Net Income Available to Common

Shareholders

(2,444)

2,782 

4,386 

5,020 

7,655 

Basic EPS per Common Share

($0.32)

$0.36 

$0.57 

$0.65 

$0.99 

Diluted EPS per Common Share

(0.32)

0.36 

0.57 

0.64 

0.85 

Return on Average Assets (ROAA)

(0.11%)

0.35%

0.49%

0.53%

0.77%

Return on Average Equity (ROAE)

(1.27)

3.96 

5.36 

5.97 

8.34 

Our Strategy Remains Unchanged

Grow the Company

Grow to spread expenses over a larger base

Cost of Regulation and Compliance

Cost of Technology

Grow to spread Risk

Diversity of markets and customer base

Grow to increase attractiveness of company

Expand and diversify shareholder base

Increase liquidity of stock

Our Strategy Remains Unchanged

Grow the Company

Leading to Increased

Shareholder Value

Our Story to the Investment Community

THANK

YOU