<PAGE> 1
10-K/A NO. 2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
----------------------------------
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12,13, OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
SECURITY BANC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year ended December 31, 1996, as set forth in the pages attached hereto:
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K
(a) Report of Independent Auditors -- Signature in typed form
(b) Separate report of other auditors pursuant to Rule 2-05 of
Regulation SX
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
SECURITY BANC CORPORATION
By /s/ Thomas L. Miller Date: December 5, 1997
----------------------------- ------------------
Thomas L. Miller
Vice President/Controller
TOTAL NUMBER OF PAGES 3
-------
10-K/A NO. 2 1
<PAGE> 2
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT AUDITORS
Board of Directors
Security Banc Corporation
We have audited the accompanying consolidated statement of
condition of Security Banc Corporation and subsidiaries as of December
31, 1996 and 1995, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the three years in the
period ended December 31, 1996. These financial statements are the
responsibility of Security Banc Corporation's management. Our
responsibility is to express an opinion on these financial statements
based on our audits. The consolidated financial statements give
retroactive effect to the merger of Security Banc Corporation and Citnat
Bancorp (Citnat), which as been accounted for using the pooling of
interests accounting method as described in Note 2 to the consolidated
financial statements. We did not audit the 1995 and 1994 financial
statements of Citnat, which statements reflect total assets constituting
26% for 1995 and net income constituting 15% for 1995 and 14% for 1994
of the related consolidated financial statement totals. Those statements
were audited by other auditors whose report has been furnished to us,
and our opinion, insofar as it relates to the amounts included for
Citnat, is based solely on the report of other auditors.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion based on our audits and for 1995 and 1994 the
reports of other auditors, the financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Security Banc Corporation and subsidiaries at December 31,
1996 and 1995, and the consolidated results of their operations and
their cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting
principles.
/s/ Ernst and Young
Columbus, Ohio
January 23, 1997
10-K/A NO. 2 2
<PAGE> 3
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
CitNat Bancorp, Inc.
Urbana, Ohio
We have audited the accompanying consolidated balance sheets of CitNat Bancorp,
Inc. as of December 31, 1995 and 1994, and the related consolidated statements
of income, changes in shareholders' equity, and cash flows for the years then
ended. These consolidated financial statements are the responsibility of
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of CitNat Bancorp, Inc.
as of December 31, 1995 and 1994, and the results of its operations and cash
flows for the years then ended in conformity with generally accepted accounting
principles.
As discussed in Note 1 to the financial statements, the Company changed its
method of accounting for impaired loans in 1995 and certain investment
securities in 1994 to comply with new accounting guidance.
/s/Crowe, Chizek and Company LLP
Columbus, Ohio
January 5, 1996
- --------------------------------------------------------------------------------
10-K/A NO. 2 3
