FC BANC CORP
8-K, 1999-03-24
STATE COMMERCIAL BANKS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

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



                         Date of Report: March 24, 1999
                        (Date of earliest event reported)


                                  FC BANC CORP.
                    ----------------------------------------
                    (Exact name as specified in its charter)



              Ohio                  0-25616               34-17178070
- --------------------------------------------------------------------------------
 (State or other jurisdiction     (Commission          (I.R.S. Employer
   of incorporation)              File Number)        Identification No.)


     105 Washington Square, Box 567, Bucyrus, Ohio         44820-0567
- --------------------------------------------------------------------------------
     (Address of principal executive offices)              (Zip Code)


     Registrant's telephone number, including area code: (419) 562-7040

                                  -------------


                                 Not Applicable
- --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)


<PAGE>   2



ITEM 5.  OTHER EVENTS.


     On March 24, 1999 the Registrant announced that it is commencing a stock
repurchase program to acquire up to 31,111 shares of the Company's outstanding
common stock. The Company currently has approximately 634,929 shares
outstanding. For additional information, reference is made to the Registrant's
press release dated March 24, 1999 which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.



ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
         AND EXHIBITS


     Exhibit 99.1 -- Press Release dated March 24, 1999









<PAGE>   3




                                   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.

                                        FC BANC CORP.



                                        By: /s/  G.W. Holden
                                        ---------------------------------  
                                        G.W. Holden, President
                                        Chief Executive Officer and Director


Date:  March 24, 1999




<PAGE>   1



                                                                    Exhibit 99.1




FC BANC CORP. NEWS RELEASE

FC Banc Corp.
105 Washington Square
Bucyrus, Ohio 44820

                   Contact:         G.W. ("Bill") Holden
                                    President and CEO
                                    (419) 562-7040

FC BANC CORP. TO REPURCHASE UP TO 4.9% OF ITS OUTSTANDING SHARES

BUCYRUS, Ohio (March 24, 1999) - FC Banc Corp. (Electronic Bulletin Board: FCBQ)
today announced that the Company's Board of Directors has approved a stock
repurchase program authorizing the repurchase of up to 31,111 shares of the
Company's outstanding common stock. This repurchase program will depend on
market conditions and, accordingly, there is no guaranty as to the exact number
of shares to be repurchased by the Company. Currently FC Banc Corp. has
approximately 634,929 shares outstanding.

         G.W. Holden, President and Chief Executive Officer of FC Banc Corp.,
stated that the repurchase program will expire in March, 2000. The board of
directors approved the repurchase program in view of current economic and market
factors, alternate investment strategies and the strong capital position of the
Company and its subsidiary, The Farmers Citizens Bank. The repurchased shares
will become treasury shares available for general corporate purposes. The
Company believes that the repurchase of its shares represents an attractive
investment opportunity which will benefit the Company and its stockholders. The
Company repurchased 7,447 shares during 1998.

         According to Mr. Holden, the repurchases generally would be effected
through open market purchases or in privately negotiated transactions in
accordance with applicable regulations of the Securities and Exchange
Commission. The repurchased shares will become treasury shares available for
general corporate purposes including possible use in connection with
acquisitions or other distributions such as stock dividends or stock splits.

         At December 31, 1998, FC Banc Corp. reported total assets of $93.7
million and shareholders' equity of $11.5 million, or 12.3% of total assets.

         Through its subsidiary, The Farmers Citizens Bank, FC Banc Corp. offers
an extensive line of retail and small business banking services in North Central
Ohio through its main office in Bucyrus, two full-service branches in Bucyrus
and the Company's full-service branch in Cardington established in January,
1998. The Cardington branch (located in Morrow County) is the Company's first
branch located outside Crawford County.








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