DCB Financial Corp Reaches Settlement in Proxy Contest

Apr 21, 2003, 01:00 ET from DCB Financial Corp

    DELAWARE, Ohio, April 21 /PRNewswire-FirstCall/ -- Today, the Directors of
 DCB Financial Corp (OTC: DCBF), parent company of The Delaware County Bank &
 Trust Company, announced they have agreed to purchase the outstanding shares
 of DCB Financial Corp common stock owned by a "group" of shareholders
 including S. Robert Davis for $23.75 per common share. The "group" represents
 approximately 245,000 shares. The Company intends to hold the repurchased
 shares as Treasury Stock, available for use in the future for corporate
     The Company and the Davis group have entered into a "standstill
 agreement."  Under the terms of the agreement, the Davis group has agreed to
 withdraw from the upcoming proxy contest, cease its efforts to win seats on
 the Board of Directors of the Company, and not acquire shares of the Company
 in the future. Also, Mr. Wallace E. "Eddie" Edwards, a member of the Davis
 group, has agreed to withdraw and not pursue his proposal to urge the
 Directors of the Company to hire an investment banking firm to solicit offers
 for the Company.
     "We just felt the time and money we were spending on these issues were
 counter productive to improving the performance of the Company," said Board
 Chairman G. William Parker. "Jeff Benton, our new CEO, has demonstrated both
 in past history and in his performance to date that he has the experience to
 increase shareholder value in the Company."
     "Based on advice of legal counsel, the experience of the last 12 months,
 and the continued time lost and expense incurred in this matter, the Board
 felt it was prudent to resolve this matter and concentrate on improving the
 future performance of the Company," said Benton.  "I am excited about being
 able to completely focus on the Company's positive future."
     Mr. Davis indicated he was pleased to have the issue resolved and felt
 that current management was making positive changes to improve the Company's
     In light of the repurchase of shares and the significant revision to the
 items to be considered at the annual meeting, the Company has elected to
 postpone its annual meeting. The Company will advise shareholders promptly
 upon the determination of the rescheduled date.
     The Company, located in Delaware County, Ohio operates 16 banking offices
 in Delaware, Union and Franklin Counties.

SOURCE DCB Financial Corp