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EX-99.1 - EXHIBIT 99.1 - DCB FINANCIAL CORPv457301_ex99-1.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 23, 2017

 

 

DCB FINANCIAL CORP

(Exact name of registrant as specified in its charter)

 

 

 

         
Ohio   0-22387   31-1469837

(State or other jurisdiction

of incorporation)

 

(Commission

File Number) 

 

(IRS Employer

Identification No.)

 

110 Riverbend Avenue, Lewis Center, Ohio   43035
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (740) 657-7000

 

Not Applicable

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

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

 

Item 8.01.Other Events

 

On January 23, 2017, First Commonwealth Financial Corporation (“First Commonwealth”) and DCB Financial Corp (“DCB Financial”) issued a joint press release, which announced the receipt of all required regulatory approvals for the proposed merger of DCB Financial and First Commonwealth. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated into this report by this reference.

 

Item 9.01Financial Statements and Exhibits.

 

Exhibit No. Description
99.1 Press Release dated January 23, 2017.

 

 

 

 

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.

 

       
  DCB FINANCIAL CORP  
       
Date: January 23, 2017 By:

/s/ J. Daniel Mohr

 
    J. Daniel Mohr  
    Executive Vice President and Chief Financial Officer  

 

 

 

 

EXHIBIT INDEX

 

Exhibit No. Description
   
99.1 Press Release dated January 23, 2017.