<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-K / A
----------------------------------------------------
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1994 Commission file No. 0-17180
THE CIVISTA CORPORATION
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 34-1574988
- ------------------------ -------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
100 CENTRAL PLAZA SOUTH, CANTON, OHIO 44702-1403
- --------------------------------------- -------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (216) 456-7757
-------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS
- --------------------------------
COMMON SHARES, WITHOUT PAR VALUE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
The aggregate market value of the Registrant's common shares held by
nonaffiliates of the Registrant on December 1, 1994 was $106,294,824.
The number of the Registrant's common shares outstanding on December 1, 1994
was 3,498,904 shares.
================================================================================
<PAGE> 2
EXPLANATION TO FORM 10-K/A
--------------------------
This Form 10-K/A is filed to furnish an updated Independent Auditors' Consent
as Exhibit 24.1, in order to clarify that the previous consent was intended to
cover registration statements numbered 33-25925 and 33-59792, as set forth in
the consent filed herewith.
* * * * * *
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. The following financial statements appear in Part II of this report:
Consolidated Statements of Condition
September 30, 1994 and 1993
Consolidated Statements of Operations
Years ended September 30, 1994, 1993 and 1992
Consolidated Statements of Shareholders' Equity
Years ended September 30, 1994, 1993 and 1992
Consolidated Statements of Cash Flows
Years ended September 30, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
September 30, 1994, 1993 and 1992
Management's Report
Independent Auditors' Report
(a) 2. No financial statement schedules are filed with this report as the
required information is inapplicable.
(a) 3. Exhibits
2.1 Agreement of Affiliation and Plan of
Merger. (This document appears as
Exhibit 99.1 to the Form 8-K as filed
on August 16, 1994, and is incorporated
herein by reference.) CIVISTA agrees
upon request to furnish supplementally
the schedules to the Agreement of
Affiliation and Plan of Merger.
3.1 Amended Articles of Incorporation of
the Registrant. (This document appears
as Exhibit 3.1 to the Form 10-K for the
year ended September 30, 1992 as filed
by Amendment No. 1 to such Form 10-K
under cover of Form 8 as filed on March
23, 1993, and is incorporated herein by
reference.)
3.2 Code of Regulations of the Registrant.
(This document appears as Exhibit 3.2
to the Form 10-K for the year ended
September 30, 1993 filed December 21,
1993 and is incorporated herein by
reference.)
4.1 Article Fourth of the Amended Articles
of Incorporation and Article One of the
Amended Code of Regulations describe
the rights of security holders. See
Exhibits 3.1 and 3.2 above.
4.2 CIVISTA agrees upon request to furnish
to the SEC copies of financial
documents evidencing long-term debt,
which debt in 1994 does not exceed 10%
of the total assets of CIVISTA and its
subsidiaries on a consolidated basis.
<PAGE> 3
10.1* The CIVISTA Corporation Supplemental
Employee Retirement Plan between
CIVISTA and 11 key employees. (This
document appears as Exhibit 10.2 to the
Form 10-K filed December 23, 1991 and
is incorporated herein by reference.)
10.2* Stock Option Plan of The CIVISTA
Corporation. (This document appears as
Exhibit 10.2 to the Form 10-K for the
year ended September 30, 1993 filed
December 21, 1993 and is incorporated
herein by reference.)
10.3* The 1993 CIVISTA Corporation Stock
Option Plan. (This document appears as
Exhibit 28 to the Form S-8 registration
statement of the registrant, file
number 33-59792, and is incorporated
herein by reference.)
10.4* Severance payment agreements between
The CIVISTA Corporation, Citizens
Savings Bank and Richard G. Gilbert,
Paul G. Basner, Jack R. Gravo, James T.
Harbert, Emmanuel D. Paradeses, Jane A.
Pope and Janice R. Van Voorhis. (These
documents appear as Exhibit 10.4 to the
Form 10-K filed December 24, 1990 and
are incorporated herein by reference.)
10.5* Severance payment agreement between The
CIVISTA Corporation, The CASNET Group,
Inc. and Thomas L. Tuersley. (This
document appears as Exhibit 10.5 to the
Form 10-K filed December 24, 1990 and
is incorporated herein by reference.)
10.6* Severance payment agreement between The
CIVISTA Corporation, Citizens Savings
Bank and David A. Sarver. (This
document appears as Exhibit 10.5 to the
Form 10-K filed December 22, 1992, and
is incorporated herein by reference.)
11.1 Computation of earnings per share**
22.1 Subsidiaries of the Registrant**
23.1 Consent of KPMG Peat Marwick LLP
27.1 Financial Data Schedule.**
* Management contract or compensatory plan or arrangement.
** These documents appear as Exhibit 11.1, 22.1 and 27.1, respectively,
to the Form 10-K filed December 12, 1994, and are incorporated
herein by reference.
(b) On August 16, 1994, CIVISTA filed a Form 8-K reporting under Item 5 that
CIVISTA had entered into an Agreement of Affiliation and Plan of Merger
with First Bancorporation of Ohio (FBOH) on August 10, 1994, providing
for the merger of CIVISTA into FBOH and the merger of Citizens Savings
Bank of Canton, CIVISTA's savings and loan subsidiary, into The First
National Bank in Massillon, a Stark County subsidiary of FBOH.
<PAGE> 4
SIGNATURE
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.
THE CIVISTA CORPORATION
By /s/ Jack R. Gravo
------------------------------
Jack R. Gravo
President
Date: January 12, 1995
<PAGE> 1
Exhibit 23.1
KPMG Peat Marwick LLP
Certified Public Accountants
1 Cascade Plaza, Suite 1110
Akron, OH 44308
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
The CIVISTA Corporation:
We consent to incorporation by reference in the registration statements (No.
33-25925 and 33-59792) filed on Forms S-8 of The CIVISTA Corporation of our
report dated November 23, 1994, relating to the consolidated statements of
condition of The CIVISTA Corporation and subsidiaries as of September 30, 1994
and 1993, and the related consolidated statements of operations, shareholders'
equity, and cash flows for each of the years in the three-year period ended
September 30, 1994, which report appears in the September 30, 1994 annual
report on Form 10-K of The CIVISTA Corporation.
KPMG Peat Marwick LLP
Akron, Ohio
January 12, 1995
