June 21, 2012
Mr. Michael Clampitt
Senior Counsel
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: | First Citizens Banc Corp |
Registration | Statement on Form S-1 (SEC File No. 333-181579) |
Dear Mr. Clampitt:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of First Citizens Banc Corp that the effective date of the Registration Statement be accelerated so that it will be declared effective at 9:00 a.m., Eastern Time, on June 25, 2012.
Pursuant to Rule 460 under the Act, please be advised the undersigned intends to effect the following approximate distribution of copies of the Preliminary Prospectus to be dated June 25, 2012 (the “Preliminary Prospectus”):
No. of Copies | ||||
Institutions | 850 | |||
Others | 100 | |||
Total | 950 |
[SIGNATURE PAGE FOLLOWS]
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH | ||||
INCORPORATED | ||||
SANDLER O’NEILL & PARTNERS, L.P. | ||||
By: | MERRILL LYNCH, PIERCE, FENNER & SMITH | |||
INCORPORATED | ||||
By: | /s/ William D. Hobbs | |||
Authorized Signatory | ||||
By: | SANDLER O’NEILL & PARTNERS, L.P. | |||
By: | Sandler O’Neill & Partners Corp., | |||
the sole general partner | ||||
By: | /s/ Christopher S. Hooper | |||
Name: Christopher S. Hooper | ||||
Title: An officer of the Corporation |
For themselves and as Representatives of the other Underwriters named in Schedule A to the Underwriting Agreement