-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tt28R67jbzcdyE7Q1rGML2qHf31vHUxfXFvrUuKvNmyUY4PkLCL8kiVFu2g3+Zqw 9pog7sOK0HEbCoLd5vPSRw== 0001021408-02-012484.txt : 20021011 0001021408-02-012484.hdr.sgml : 20021011 20021011154628 ACCESSION NUMBER: 0001021408-02-012484 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIS S ROBERT CENTRAL INDEX KEY: 0001131403 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 13900 CONLAN CIRCLE STREET 2: STE 150 CITY: CHARLOTTE STATE: NC ZIP: 28277 MAIL ADDRESS: STREET 1: 13900 CONLAN CIRCLE STREET 2: STE 150 CITY: CHARLOTTE STATE: NC ZIP: 28277 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DCB FINANCIAL CORP CENTRAL INDEX KEY: 0001025877 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 311469837 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78240 FILM NUMBER: 02787575 BUSINESS ADDRESS: STREET 1: 110 RIVERBEND AVE. CITY: LEWIS CENTER STATE: OH ZIP: 43035 BUSINESS PHONE: 740-657-7000 MAIL ADDRESS: STREET 1: 110 RIVERBEND AVE. CITY: LEWIS CENTER STATE: OH ZIP: 43035 SC 13D/A 1 dsc13da.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) DCB Financial Corp. ------------------- (Name of Issuer) Common Shares, without par value -------------------------------- (Title of Class of Securities) 233075100 --------- (CUSIP Number) S. Robert Davis 5695 Avery Road Dublin, Ohio 43016 (614) 889-1143 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 11, 2002 ---------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [_] 1 CUSIP No. 233075100 - -------------------------------------------------------------------------------- (1) Name of Reporting Person S. Robert Davis - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [_] (b) [X] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds BK - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant To Items 2(d) or 2(e) Not applicable. - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 204,300 shares 4.9% Shares ----------------------------------------------------------------- Beneficially (8) Shared Voting Power 0 shares Owned by ----------------------------------------------------------------- Each (9) Sole Dispositive Power 204,300 shares 4.9% Reporting ----------------------------------------------------------------- Person With (10) Shared Dispositive Power 0 shares ----------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 204,300 shares - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares N/A - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row 11 4.9% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 2 The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed with the Securities and Exchange Commission by Mr. S. Robert Davis ("Mr. Davis") on May 7, 2001. This Amendment No. 1 amends the Schedule 13D as specifically set forth below. Item 4 of the Schedule 13D, "Purpose of Transaction", is hereby amended and restated as follows: Item 4. Purpose Of Transaction The securities covered by this Statement were acquired for the purpose of investment and to take such actions as Mr. Davis deems appropriate to enhance the value of his investment. As of October 11, 2002, Mr. Davis has a present plan to seek representation on the Board of Directors of the Issuer by nominating a slate of three candidates, including himself, for election as Directors at the Issuer's 2003 Annual Meeting of Stockholders, and by engaging in a competing proxy solicitation in accordance with Rule 14a of the Securities Exchange Act of 1934, as amended, seeking proxy authority to elect the nominated slate. Item 7 of the Schedule 13D, "Material to be Filed as Exhibits", is hereby amended and restated as follows: Item 7. Material to be Filed as Exhibits Press Release of S. Robert Davis dated October 11, 2002 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: October 11, 2002 By: /s/ S. Robert Davis ------------------------------ S. Robert Davis 3 EX-99 3 dex99.txt PRESS RELEASE FOR IMMEDIATE RELEASE For Further Information Contact: S. Robert Davis (614)889-1143 S. ROBERT DAVIS TO SOLICIT PROXIES IN OPPOSITION TO BOARD OF DCB FINANCIAL CORP. DUBLIN, OH - October 11, 2002 - S. Robert Davis filed today an amendment to the Schedule 13D filing originally filed with the Securities and Exchange Commission on May 7, 2002. The Amendment discloses that Mr. Davis intends to seek representation on the Board of Directors of DCB Financial Corp. by nominating a slate of three Director candidates for election at the 2003 Annual Shareholders' Meeting of DCB Financial Corp. The Amendment also indicates that Mr. Davis intends to solicit proxies from the company's shareholders to vote their shares in favor of his proposed slate of Directors. S. Robert Davis, a shareholder of DCB Financial Corp., said: "I have consistently maintained that the shareholders are not realizing the full value of their investment in the company. So far, the Board has ignored my requests that it take what I consider to be necessary steps towards improving the company's performance. I hope that by gaining representation on the Board of Directors, I might be able to accelerate that process." Mr. Davis also stated that the recent termination of Larry D. Coburn as the President and Chief Executive Officer of DCB Financial Corp. will have no impact on the lawsuit that he filed against the company's Board of Directors on June 21, 2002 in the United States District Court for the Southern District of Ohio. "Although I support the Board's decision to terminate Mr. Coburn's employment and in fact had demanded that the Board do so at the company's 2002 Annual Shareholders' Meeting, that action does not diminish the allegations contained in my complaint. I have no plans to voluntarily dismiss that action, and will continue to vigorously pursue the complaint for the benefit of the company." As of today's date, U.S. District Court Judge Graham had not issued a decision on pending motions filed by counsel for both sides, and there was no indication as to when a decision might be issued. # # # -----END PRIVACY-ENHANCED MESSAGE-----