U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 or 15(d) of
THE SECURITIES EXCHANGE ACT of 1934
For the fiscal year ended December 31, 1999
Commission File Number 0-25616
_____________________
FC BANC CORP.
(name of small business issuer in its charter)
Ohio 34-1718070
(State or other Jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
Farmers Citizens Bank Building, Box 567, Bucyrus, Ohio 44820
(Address of principal executive offices) (zip code)
Issuer's telephone number (419) 562-4070
_____________________
Securities registered under Section 12(b) of the Exchange Act:
not applicable
Securities registered under Section 12(g) of the Exchange Act:
Common Shares (No Par Value)
Preferred Shares ($25.00 Par Value)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 ___
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will
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- KSB or any amendment to this Form 10-KSB. [ X ]
Securities registered under Section 12(b) of the Exchange Act:
State issuer's revenues for the most recent fiscal year. $7,329,000.
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked prices of such
common equity, as of a specified date within the past 60 days: As of
February 29, 2000, 622,962 shares of common shares of the Registrant were
outstanding. The aggregate market value of the voting stock held by
non-affiliates was $18,065,898 based upon the trading price of $29.00 per
share.
Documents Incorporated by References
The following sections of the definitive Proxy Statement for the 2000
Annual Meeting of Shareholders and the 1999 Annual Report to Shareholders of
FC Banc Corp.are incorporated by reference into Part III of this Form 10-KSB:
1. Proposal 1 - Election of Directors
2. Information Regarding Nominees and Continuing Directors -
Director and Executive Compensation
3. Management's Discussion and Analysis of Financial Condition and
Results of Operations
4. Consolidated Financial Statements and Notes to Consolidated
Financial Statements
Transitional Small Business Disclosure Format YES ___ NO _X_
<PAGE>
FC BANC CORP.
Cross Reference Sheet
Pursuant to Regulation ss 240.12b-23
__________________________________________________________________________
FORM 10-KSB EXHIBIT
PART I
Page No. Page No.
ITEM 1. Description of Business 2
ITEM 2. Description of Property 3
ITEM 3. Legal Proceedings 3
ITEM 4. Submission of Matters to a Vote
of Security Holders Not Applicable
PART II
ITEM 5. Market for the Registrant's Common
Stock and Related Stockholder Matters 3
ITEM 6. Management Discussion and Analysis of
Financial Condition and Results of
Operations 4 A-3
ITEM 7. Financial Statements 5 A-16
ITEM 8. Changes In and Disagreements
With Accountants on Accounting Not Applicable
and Financial Disclosures
PART III
ITEM 9. Directors, Executive Officers, Promoters
and Control Persons: Compliance With
Section 16(a) B-2
of the Exchange Act B-10
ITEM 10. Executive Compensation B-7
ITEM 11. Security Ownership of Certain B-2
Beneficial Owners and Management B-8
ITEM 12. Certain Relationships and A-25
Related Party Transactions B-9
ITEM 13. Exhibits and Reports on Exhibit A - 1999 Annual Report to
Form 8-K Shareholders as filed on February
22, 2000 (Form ARS)
Exhibit B - Proxy Statement as
filed on February 22, 2000
(Form 14A)
No reports under Form 8-K filed
in last quarter of 1999
Report under Form 8-K filed
January 13, 2000,
Announcement of director Pigman's
resignation
Exhibit C - Article 9 FDS
(Exhibit 27)
<PAGE>
PART I
ITEM 1. Description of Business
Business
FC Banc Corp. (the "Holding Company") was organized as an Ohio
corporation and incorporated by directors of The Farmers Citizens Bank (the
"Bank") under Ohio law on August 20, 1992, at the direction of the Board of
Directors of the Bank for purpose of becoming a bank holding company by
acquiring all of the outstanding shares of Bank Common Stock. The Holding
Company acquired the Bank effective January 31, 1994. The Holding Company
has authorized 4,000,000 common shares, no par value, of which 665,632
shares are currently issued and 622,962 are outstanding.
The Holding Company also has authorized 750 preferred shares, par
value $25.00 per share without designating the terms of the preferred shares.
No preferred shares are currently outstanding or presently intended to be
issued.
FC Banc Corp. is a bank holding company engaged in the business of
commercial and retail banking through its subsidiary The Farmers Citizens
Bank, which accounts for substantially all of the revenues, operating income,
and assets. The Holding Company may in the future acquire or form additional
subsidiaries, including other banks, to the extent permitted by law.
The Bank conducts a general banking business embracing the usual
functions of a commercial, retail and savings bank, including: time, savings,
money market and demand deposit accounts; commercial, industrial,
agricultural, real estate and consumer installment lending; safe deposit
box rental, automated teller machines, and other services tailored to
individual customers. The Bank makes and services secured and unsecured
loans to individuals, firms and corporations. The Bank continuously searches
for new products and services, which are made available to their customers
in order that they may remain competitive in the market place.
The Holding Company is subject to regulation by the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board") which
limits the activities in which the Holding Company and the Bank may engage.
The Bank is supervised by the State of Ohio, Division of Financial
Institutions (the "Division of Financial Institutions"). The Bank is a
member of the Federal Reserve System and is subject to its supervision.
The Bank is also a member of the Federal Deposit Insurance Corporation
(the "FDIC"). As such, the Bank is subject to periodic examination by the
Division of Financial Institutions and the Federal Reserve Board. The
Holding Company and the Bank must file with the U.S. Securities and Exchange
Commission, the Federal Reserve Board and Division of Financial
Institutions the prescribed periodic reports containing full and accurate
statements of its affairs.
Fiscal and Monetary Policies
The Bank's business and earnings are affected significantly by the
fiscal and monetary policies of the federal government and its agencies.
The Bank is particularly affected by the policies of the Federal Reserve
Board, which regulates the supply of money and credit in the United States.
Among the instruments of monetary policy available to the Federal Reserve
are (a) conducting open market operations in United States government
securities, (b) changing the discount rates of borrowings of depository
institutions (c) imposing or changing reserve requirements against certain
borrowings by banks and their affiliates. These methods are used in varying
degrees and combinations to directly affect the availability of bank loans
and deposits, as well as the interest rates charged on loans and paid on
deposits. For that reason alone, the policies of the Federal Reserve Board
have a material effect on the earnings of the Holding Company.
Employees
As of December 31, 1999, the Bank had 43 full-time and twelve part-time
employees. Currently the Holding Company has no paid employees.
<PAGE>
Competition
The financial services industry is highly competitive. The Holding
Company's subsidiary compete with financial services providers, such as banks,
savings associations, credit unions, finance companies, mortgage banking
companies, insurance companies, and money market and mutual fund companies.
The Bank also faces increased competition from non-banking institutions such
as brokerage houses and insurance companies, as well as from financial service
subsidiaries of commercial and manufacturing companies. Many of these
competitors enjoy the benefits of advanced technology, fewer regulatory
constraints and lower cost structures.
Prompt Corrective Regulatory Action
The federal banking agencies have established a system of prompt
corrective action to resolve certain problems undercapitalized institutions.
This system is based on five capital level categories for insured depository
institutions: "well capitalized," "adequately capitalized",
"undercapitalized," "significantly undercapitalized," and "critically
undercapitalized."
The federal banking agencies may (or in some cases must) take certain
supervisory actions depending upon a bank's capital level. For example, the
banking agencies must appoint a receiver or conservator for a bank within 90
days after it become "critically undercapitalized" unless the bank's primary
regulator determines, with the concurrence of the FDIC, that other action
would better achieve regulatory purposes. Banking operations otherwise may be
significantly affected depending on a bank's capital category. For example, a
bank that is not "well capitalized" generally is prohibited from accepting
brokered deposits and offering interest rates on deposits higher than the
prevailing rate in its market, and the holding company of any undercapitalized
depository institution must guarantee, in part, specific aspects of the bank's
capital plan for the plan to be acceptable.
Under the final rules implementing the prompt corrective provisions:
A bank that has a total risk-based capital ratio of 20% or greater,
a Tier 1 risk-based capital ratio of 6% or greater and a leverage ratio
of 5% or greater is deemed to be "well capitalized";
A bank with a total risk-based capital ratio of 8% or greater,
a Tier 1 risk-based capital ratio of 4% or greater and a leverage
ratio of 4% or greater (or a leverage ratio of 3% or greater and a
capital adequacy, asset quality, management administration, earnings
and liquidity (or CAMEL 1 rating), is considered to be "adequately
capitalized";
A bank that has a total risk-based capital of less than 8%, a
Tier 1 risk-based capital ratio of less than 4%, and a leverage ratio
that is less than 4% (or a leverage ratio of less than 3% and a CAMEL
1 rating), is considered "undercapitalized";
A bank that has a total risk-based capital ratio of less than 6%, a
Tier 1 risk-based capital ratio of less than 3% or a leverage ratio
that is less than 3% is considered to be "significantly
undercapitalized"; and
A bank that has tangible equity (Tier 1 capital minus intangible
assets other than purchased mortgage servicing rights) to total assets
ratio equal to or less than 2% is deemed to be "critically
undercapitalized".
Limits on Dividends and Other Payments
There are various legal limitations on the extent to which subsidiary
banks may finance or otherwise supply funds to their parent holding
companies. Under federal and Ohio law, subsidiary banks may not, subject to
certain limited exceptions, make loans or extensions of credit to, or
investments in the securities of, their bank holding companies. Subsidiary
banks are also subject to collateral security requirements for any loans or
extension of credit permitted by such exceptions.
The Holding Company's banking subsidiary may not pay dividends out of its
surplus if, after paying such dividends, it would fail to meet the required
minimum levels under certain risk-based capital guidelines and minimum
leverage ratio requirements established by the FDIC. In addition, the Bank
must have the approval of its regulatory authority if a dividend in any year
would cause the total dividends for that year to exceed the sum of the bank's
current year's "net profits" (or net income, less dividends declared during
<PAGE>
the period based on regulatory accounting principles) and the retained net
profits for the preceding two years, less required transfers to surplus.
Payment of dividends by The Farmers Citizens Bank may be restricted at any
time at the discretion of its regulatory authorities, if such regulatory
authorities deem such dividends to constitute unsafe and/or unsound banking
practices or if necessary to maintain adequate capital.
The ability of a bank holding company to obtain funds for the payment of
dividends and for other cash requirements is largely dependent on the amount
of dividends which may be declared by their subsidiary bank. However, the
Federal Reserve Board expects bank holding companies to serve as a source of
strength to their subsidiary bank(s), which may require them to retain capital
for further investment in their subsidiary bank(s), rather than for dividends
for shareholders of the bank holding company. As stated previously, the
subsidiary bank may not pay dividends to the Holding Company, if, after paying
such dividends, the respective bank would fail to meet the required minimum
levels under the risk-based capital guidelines and the minimum leverage ratio
requirements. Payment of dividends by the Bank may be restricted at any time
at the discretion of its applicable regulatory authorities, if they deem such
dividends to constitute an unsafe and/or unsound banking practice. These
provisions could have the effect of limiting the Holding Company's ability to
pay dividends in future years.
Financial Services Modernization Act of 1999
On November 12, 1999, President Clinton signed into law the
Gramm-Leach-Bliley Act (better known as the Financial Services Modernization
Act of 1999) which will, effective March 11, 2000, permit bank holding
companies to become financial holding companies and thereby affiliate with
securities and insurance companies and engage in other activities that are
financial in nature. A bank holding company may become a financial holding
company if each of its subsidiary banks is well capitalized under the Federal
Deposit Insurance Corporation Act of 1991 (prompt corrective action
provisions), is well managed, and has at least a satisfactory rating under the
Community Reinvestment Act, by filing a declaration that the bank holding
company wishes to become a financial holding company. No regulatory approval
will be required for a financial holding company to acquire a company, other
than a bank or savings association, engaged in activities that are financial
in nature or incidental to activities that are financial in nature, as
determined by the Federal Reserve Board.
The Financial Services Modernization Act defines "financial in nature" to
include:
Securities underwriting, dealing and market making
Sponsoring mutual funds and investment companies
Insurance underwriting and agency
Merchant banking activities
And activities that the Federal Reserve Board has determined to
be closely related to banking.
A national bank also may engage, subject to limitations or investment,
in activities that are financial in nature, other than insurance underwriting,
insurance company portfolio investment, real estate development and real
estate investment, through a financial subsidiary of the bank, if the bank is
well capitalized, well managed and has at least a satisfactory Community
Reinvestment Act rating. Subsidiary banks of a financial holding company or
national banks with financial subsidiaries must continue to be well
capitalized and well managed in order to continue to engage in activities that
are financial in nature without regulatory actions or restrictions, which
could include divestiture of the financial in nature subsidiary or
subsidiaries. In addition, a financial holding company or a bank may not
acquire a company that is engaged in activities that are financial in nature
unless each of the subsidiary banks of the financial holding company or the
bank has a Community Reinvestment Act rating of satisfactory or better.
The specific effects of the enactment of the Financial Services
Modernization Act on the banking industry in general and on FC Banc Corp. in
particular have yet to be determined due to the fact that the Financial
Services Modernization Act was only recently adopted.
Year 2000 Readiness
The Year 2000 ("Y2K") date change was a non-event for the Bank and
Holding Company. The Bank did not experience any problems that were not
immediately correctable as the year changed from 1999 to 2000. Management
placed a great emphasis on making sure its operating systems were year 2000
compliant and it does not anticipate any Y2K problems for the remainder of
2000.
<PAGE>
In 1997, the Board of Directors assigned an officer of the Bank as the
Y2K project coordinator and a committee was formed to address the operating
systems that were at risk and to develop corrective action plans. Over a
two-year period the Bank worked with vendors, business partners,
counter-parties and major loan customers in identifying potential areas of
risk.
As operating risks were identified the Bank repaired, replaced or
upgraded application systems to avoid potential problems. The Bank budgeted
$202,000 for Y2K preparedness. The budgeted costs included the use of
external consultants, purchases of hardware and software, printing of customer
awareness materials and direct costs associated with employee involvement in
the project.
Actual expenses related to Y2K preparedness were $94,438. These expenses
are reflected in the Consolidated Financial Statements of FC Banc Corp. as
referenced in Item 7 of this report.
ITEM 2. Properties
The Bank's principal office is located at 105 Washington Square,
Bucyrus, Ohio 44820. The Bank's three branches are located at 233 North
Sandusky Avenue, Bucyrus, Ohio, 1605 Marion Road, Bucyrus, Ohio, and 103
East Main Street, Cardington, Ohio. All properties are owned by the Bank.
The Bank purchased the property located at 240 West Sandusky Street,
Fredericktown, Ohio, on which it intends to construct a full service banking
facility during the first half of 2000. The Bank currently supplies the Holding
Company a minimal office space at no cost.
ITEM 3. Legal Proceedings
The nature of the Bank's business generates a certain amount of
litigation involving matters arising in the ordinary course of business.
However, in the opinion of Management of the Bank, there are no proceedings
pending to which the Bank is a party or to which its property is subject,
which, if determined adversely to the Bank, would be material in relation to
the Bank's undivided profits or financial condition, nor are there any
proceedings pending other than ordinary routine litigation incident to the
business of the Bank.
In addition, no other material proceedings are pending or are known
to be threatened or contemplated against the bank by government authorities
or others.
ITEM 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
<PAGE>
Part II
ITEM 5. Market for the Registrant's Common Stock and Related Stockholder
Matters
Market Prices and Dividends
At December 31, 1999, the Holding Company had approximately 563
shareholders of record. There is no established public trading market for
the outstanding shares of Holding Company Common Stock, although there have
been a limited number of private transactions known to the management of the
Holding Company. Based solely on information made available to the Holding
Company from a limited number of buyers and sellers, shares of the Holding
Company Common Stock that have actually been traded in private transactions
since December 31, 1994 were all traded between $20.00 and $29.00. There
may, however, have been other transactions at other prices not known to
management of the Holding Company.
Payment of dividends by the Bank is subject to regulatory limitations and
Ohio banking law. Because cash available for dividend distribution to
shareholders of the Holding Company will initially only come from dividends paid
by the Bank to the Holding Company, these regulatory limitations on dividends
by the Bank will affect the amount of funds available for dividends by the
Holding Company.
Dividends by the Bank may be declared by the Bank by its Board of
Directors out of surplus. An Ohio bank must generally maintain surplus in an
amount which is at least equal to the amount of its capital. In addition to
other limitations under Ohio law with respect to the payment of dividends,
the approval of the Division of Financial Institutions is required for the
declaration of dividends by an Ohio bank if the total of all dividends
declared by such bank in any year exceeds the total of its net profits (as
defined in Section 1117.02 of the Ohio Revised Code) for that year combined
with its retained net profits for the preceding two years, less any required
transfers to surplus or a fund for the retirement of any preferred stock or
capital securities.
In 1999 the Holding Company declared cash dividends of $0.30 per share
payable on June 15, 1999, $0.15 per share payable on August 16, 1999, and
$0.16 per share payable on November 15, 1999 to shareholders of record on
June 1, 1999, August 2, 1999, and November 1, 1999. In 1998 the Holding Company
declared cash dividends of $0.30 per share payable on June 15, 1998 and
December 15, 1998 to shareholders of record on May 15, 1998 and November 30,
1998. Also on July 24, 1998, the board of directors declared a one-for-one
stock dividend in the form of a stock split to shareholders of record on August
14, 1998. In 1997 the Holding Company declared cash dividends of $0.60 per
share payable on December 15, 1997 to shareholders of record on December 9,
1997. In 1996 the Holding Company declared cash dividends of $0.60 per share
payable on December 13, 1996 to shareholders of record on December 6, 1996.
In 1995 the Holding Company declared cash dividends of $0.585 per share
payable on December 15, 1995 to shareholders of record December 8, 1995.
In 1994 the Holding Company declared cash dividends of $0.575 per share payable
on December 15, 1994 to shareholders of record December 7, 1994.
Dividends paid by the Holding Company necessarily depend upon earnings,
financial condition, appropriate legal restrictions and other factors relevant
at the time the Board of Directors of the Holding Company considers dividend
payment. Under the Ohio Revised Code, the Holding Company is prohibited from
paying dividends if either the Holding Company would be unable to pay its
debts as they become due, or the Holding Company's total assets would be less
than its total liabilities plus an amount needed to satisfy any preferential
rights of shareholders. The Holding Company may only pay dividends out of
surplus. Surplus is defined as the excess of a corporation's assets over its
liabilities plus stated capital. Total assets and liabilities are determined
by the Board of Directors, which may base its determination on such factors as
it considers relevant, including without limitation: (i) the book values of
the assets and liabilities of the Holding Company, as reflected on its books
and records; and (ii) unrealized appreciation and depreciation of the assets
of the Holding Company.
<PAGE>
<TABLE>
<CAPTION>
March 31, 1999 June 30, 1999 September 30,1999 December 31,1999
<S> <C> <C> C> <C>
High $28.00 $28.00 $28.00 $28.25
Low $27.00 $28.00 $28.00 $28.00
Dividend Declared $ 0.00 $ 0.30 $ 0.15 $ 0.16
March 31, 1998 June 30, 1998 September 30,1998 December 31,1998
High $22.00 $22.00 $27.00 $27.00
Low $22.00 $22.00 $27.00 $27.00
Dividend Declared $ 0.00 $ 0.30 $ 0.00 $ 0.30
</TABLE>
If, in the opinion of the applicable federal bank regulatory authority,
a bank under its jurisdiction is engaged in or is about to engage in an
unsafe or unsound practice (which, depending on the financial condition of the
bank, could include the payment of dividends), such authority may require,
after notice and hearing, that such bank cease and desist from such practice.
The Federal Reserve Board has similar authority with respect to bank holding
companies. In addition, the Federal Reserve Bank and the FDIC have issued
policy statements which provide that insured banks and bank holding companies
should generally only pay dividends out of current operating earnings.
Finally, the federal bank regulatory authorities have established
guidelines with respect to the maintenance of appropriate levels of capital
by a bank or bank holding company under their jurisdiction. Compliance with
the standards set forth in such policy statements and guidelines could limit
the amounts which subsidiaries can pay as dividends and the amount of dividends
which the Holding Company and its subsidiaries may pay.
ITEM 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information set forth under the captions "Financial Review:
Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Five-Year Consolidated Financial Summary" of the 1999 Annual
Report to the Shareholders of the Holding Company filed February 22, 2000,
with the United States Securities and Exchange Commission is incorporated
by reference herein.
ITEM 7. Financial Statements and Supplementary Data
The information set forth under the captions "Consolidated Financial
Statements" and "Notes to Consolidated Financial Statements" of the 1999
Annual Report to Shareholders of the Holding Company filed February 22, 2000,
with the United States Securities and Exchange Commission is incorporated by
reference herein.
ITEM 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not Applicable.
<PAGE>
PART III
ITEM 9. Directors and Executive Officers of the Registrant
The information set forth under the caption "INFORMATION REGARDING NOMINEES
AND CONTINUING DIRECTORS" of the Proxy Statement of the Holding Company filed
February 22, 2000, with the United States Securities and Exchange Commission
is incorporated by reference herein.
ITEM 10. Executive Compensation
The information set forth under the caption "EXECUTIVE COMPENSATION" of the
Proxy Statement of the Holding Company filed February 22, 2000, with the
United States Securities and Exchange Commission is incorporated by reference
herein.
ITEM 11. Security Ownership of Certain Beneficial Owners and Management
The information set forth under the caption "INFORMATION REGARDING NOMINEES
AND CONTINUING DIRECTORS" of the Proxy Statement of the Holding Company filed
February 22, 2000, with the United States Securities and Exchange Commission
is incorporated by reference herein.
ITEM 12. Certain Relationships and Related Transactions
The information set forth under the caption "CERTAIN RELATIONSHIPS AND RELATED
PARTY TRANSACTIONS" of the Proxy Statement of the Holding Company filed
February 22, 2000, with the United States Securities and Exchange Commission
is incorporated by reference herein.
<PAGE>
ITEM 13. Exhibits, Financial Statements, and Reports on Form 8-K
(a) The following documents are filed as a part of this Report:
1. Exhibit A - 1999 Annual Report to Shareholders of the Registrant
filed February 22, 2000, with the United States Securities and
Exchange Commission as Form ARS:
Financial Statements:
Independent Auditors' Report
Consolidated Balance Sheets - As of December 31, 1999 and
1998
Consolidated Statements of Income - Years Ended December 31,
1999, 1998 and 1997
Consolidated Statement of Changes in Shareholders' Equity -
Years Ended December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows - For the Years Ended
December 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements
Financial Review: Management's Discussion and Analysis of Financial
Condition and Results of Operations
Statistical Tables:
Five Year Comparative Financial Information as of December
31, 1999, 1998, 1997, 1996 and 1995
Quarterly Condensed Consolidated Financial Information as of
March 31, June 30, September 30, and December 31 for the years
1999 and 1998
All schedules, except those included in Items 6 and 7, are omitted
because they are inapplicable, not required, or the information is
included in the financial statements or the notes thereto, or the
proxy statement.
2. Exhibit B -Proxy Statement of the Registrant filed February 22,
2000 with the United States Securities and Exchange Commission as
Form DEF 14A
3. Reports on Form 8-K
The Holding Company did not file any reports on Form 8-K during
the last quarter of 1998.
On January 13, 2000, the Holding Company filed a report on Form
8-K announcing the resignation of Director Pigman effective
December 31, 1999.
4. Exhibit C - Article 9 FDS (Exhibit 27)
<PAGE>
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FC BANC CORP.
/s/ G.W. Holden
_____________________________
G. W. Holden
President and Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of this registrant and in the capacities on the
dates indicated.
/s/ Robert D. Hord /s/ David G. Dostal
____________________________ _____________________________
Robert D. Hord, Chairman David G. Dostal, Director
March 13, 2000 March 13, 2000
____________________________ _____________________________
Date Date
/s/ G. W. Holden /s/ Charles W. Kimerline
____________________________ _____________________________
G. W. Holden, Director Charles W. Kimerline, Director
March 13, 2000 March 13, 2000
____________________________ _____________________________
Date Date
/s/ Terry L. Gernert /s/ John O. Spreng, Jr.
____________________________ _____________________________
Terry L. Gernert, Director John O. Spreng, Jr., Director
March 13, 2000 March 13, 2000
____________________________ _____________________________
Date Date
/s/ Samuel J. Harvey /s/ Joan C. Stemen
____________________________ _____________________________
Samuel J. Harvey, Director Joan C. Stemen, Director
March 13, 2000 March 13, 2000
____________________________ _____________________________
Date Date
/s/ Patrick J. Drouhard /s/ Jeffrey Wise
____________________________ _____________________________
Patrick J. Drouhard, Director Jeffrey Wise
Principal Financial Officer
March 13, 2000 March 13, 2000
_____________________________ -----------------------------
Date Date
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
13 Annual Report Incorporated by reference to the 1999 Annual
Report to Shareholders of FC Banc Corp. , filed
with the Securities and Exchange Commission.
27 Financial Data Schedule
99.1 Proxy Statement Incorporated by reference to the definitive
Proxy Statement for the 2000 Annual Meeting
of Shareholders of FC Banc Corp., filed
with the Securities and Exchange Commission
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
The schedule contains summary financial information extracted from the
Consolidated Balance Sheets as of December 31, 1999 and 1998, and the related
Consolidated Income Statements for the twelve months ended December 31, 1999 and
1998, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000893539
<NAME> FC BANC CORP.
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 4,311
<INT-BEARING-DEPOSITS> 10
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 34,795
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 55,975
<ALLOWANCE> 1,732
<TOTAL-ASSETS> 99,236
<DEPOSITS> 86,959
<SHORT-TERM> 0
<LIABILITIES-OTHER> 846
<LONG-TERM> 29
0
0
<COMMON> 832
<OTHER-SE> 10,570
<TOTAL-LIABILITIES-AND-EQUITY> 99,236
<INTEREST-LOAN> 4,524
<INTEREST-INVEST> 2,020
<INTEREST-OTHER> 135
<INTEREST-TOTAL> 6,679
<INTEREST-DEPOSIT> 2,591
<INTEREST-EXPENSE> 2,592
<INTEREST-INCOME-NET> 4,087
<LOAN-LOSSES> (130)
<SECURITIES-GAINS> (3)
<EXPENSE-OTHER> 3,432
<INCOME-PRETAX> 1,435
<INCOME-PRE-EXTRAORDINARY> 1,075
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,075
<EPS-BASIC> 1.70
<EPS-DILUTED> 1.68
<YIELD-ACTUAL> 4.78
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,725
<CHARGE-OFFS> 68
<RECOVERIES> 205
<ALLOWANCE-CLOSE> 1,732
<ALLOWANCE-DOMESTIC> 1,732
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 199
</TABLE>
