COMBANC INC
8-K/A, 2000-03-20
STATE COMMERCIAL BANKS
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K/A
                                (Amendment No.1)
                                 CURRENT REPORT

Pursuant to the Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (date of earliest event reported)         3-8-2000
                                                 -------------------------------

                                  ComBanc, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


Delaware                                  00024925             34-1853493
- -------------------------------   ----------------------  ----------------------
(State or other jurisdiction of   Commission File Number  (IRS Employer ID No.)
incorporation)


230 E. Second St, P.O. Box 429, Delphos, Ohio            45833
- --------------------------------------------------------------------------------
(Address of principal executive offices)               (Zip Code)

(419) 695-1055
- --------------------------------------------------------------------------------
Registrant's Phone Number


- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)












<PAGE>   2

Item 4.   Changes in Registrant's Certifying Accountant

On March 8, 2000, Registrant selected Olive LLP as its independent accountant
and dismissed E.S. Evans and Company as its independent accountant, as
previously reported in Registrant's report on Form 8-K filed on March 13, 2000.
Exhibit No. 16.1 filed herewith sets forth the letter of E.S. Evans and Company
to the commission stating E.S. Evans and Company agrees with the statements made
by Registrant in that report and the respects, if any, in which E.S.
Evans and Company does not agree with Registrant's statements in that report.














<PAGE>   3

Item 7.  Financial Statements and Exhibits

(a)  None
(b)  None
(c)  Exhibit

Exhibit No.

16.1   Letter of E.S. Evans
       Re Change in Certifying Accountant

                                   Signatures

   Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                        ComBanc, Inc.

Dated: 3/20/00          By: /s/ Paul G. Wreede,
                               -------------------------------------------------
                               Paul G. Wreede,
                               President and Chief Executive Officer

Dated: 3/20/00          By: /s/ Kathleen A. Miller
                               -------------------------------------------------
                               Kathleen A. Miller
                               Senior Vice President and Chief Financial Officer






<PAGE>   4
                                 EXHIBIT INDEX
                                 -------------



Exhibit No.                   Description
- -----------                   -----------
   16                  Letter to E.S. Evans














<PAGE>   1

EXHIBIT 16.1




Office of the Chief Accountant
SEPCS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 W. Fifth St., N. W.
Washington, D. C. 20549



We were previously auditors for ComBanc, Inc., and on January 27, 2000, we
reported on the consolidated financial statements of ComBanc, Inc. as of
December 31, 1999 and 1998 and for the three years in the period ended December
31, 1999. On March 8, 2000, we were dismissed as auditors of ComBanc, Inc. We
have read ComBanc, Inc.'s statements included under Item 4 of Form 8-K for March
8, 2000, and we agree with such statements.


/s/  E. S. EVANS AND COMPANY


E. S. Evans and Company
Lima, Ohio
March 10, 2000


Cc: Ms. Kathleen Miller
    Senior Vice President and CFO
    ComBanc, Inc.













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