<PAGE>   1

                                   EXHIBIT 99

                                 PROXY STATEMENT

                               DCB FINANCIAL CORP.
                             North Sandusky Street
                              Delaware, Ohio 43015

              NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD

                                  May 20, 1998

                  TO THE SHAREHOLDERS OF DCB FINANCIAL CORP.:


You are hereby notified that the annual meeting of the shareholders of DCB
Financial Corp. (the "Company") will be held on May 20, 1998 at 7:30 P.M.
(Dinner at 6:30 P.M.) at Branch Rickey Arena (South Sandusky Street), Ohio
Wesleyan University, Delaware, Ohio, for the purpose of considering and acting
upon the following:

1.   To elect Class II directors to hold office until the expiration of their
     terms (3 years) expiring is at the Annual Meeting in 2001 or until their
     successors shall be duly elected and qualified, and

2.   To transact such other business as may properly come before the meeting or
     any adjournment thereof.

This is the second Annual Meeting for the Company which acquired The Delaware
County Bank and Trust Company (the "Bank") effective as of the conclusion of
business on March 14, 1997. The Board of Directors has fixed April 1, 1998 as
the record date for the determination of shareholders entitled to notice of and
to vote at the annual meeting. As of the record date there were 4,228,200 shares
of the Company's no par value common stock outstanding. The stock transfer books
of the Company will not be closed prior to the meeting.

A copy of the Bank's Annual Report, which includes the Bank's audited Balance
Sheets as of December 31, 1997 and 1996, the related audited statements of
Income, Statements of Changes in Shareholders' Equity, and Statements of Cash
Flows for each of the two years ended December 31, 1997 and 1996, is enclosed.


                                                    By the order of the Board of
                                                    Directors



                                                    Larry D. Coburn, President


April 17, 1998

YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. YOU MAY
REVOKE YOUR EXECUTED PROXY AT ANY TIME BEFORE IT IS EXERCISED AT THE ANNUAL
MEETING OF SHAREHOLDERS BY NOTIFYING THE CHAIRMAN OF THE MEETING OR THE
SECRETARY OF THE COMPANY AT, OR PRIOR TO THE MEETING, OF YOUR INTENTION. IF YOUR
STOCK IS HELD IN MORE THAN ONE (1) NAME, ALL PARTIES MUST SIGN THE PROXY FORM.



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<PAGE>   2


                               GENERAL INFORMATION
This Proxy Statement and the accompanying form of proxy is furnished in
connection with the solicitation, by the Board of Directors of DCB Financial
Corp., 41 North Sandusky Street, Delaware, Ohio 43015, (740) 363-1133, of
proxies to be voted at the annual meeting of the shareholders of DCB Financial
Corp. to be held on May 20, 1998 at 7:30 P.M. (Dinner at 6:30 P.M.) at Branch
Rickey Arena (South Sandusky Street), Ohio Wesleyan University, Delaware, Ohio,
in accordance with the foregoing notice.

DCB Financial Corp. is a registered bank holding company of which The Delaware
County Bank and Trust Company (the "Bank") is its only subsidiary. The Company
and the Bank are at times hereinafter collectively referred to as the "Company".
This is the second Annual Meeting for the Company which acquired the Bank
effective as of the conclusion of business on March 14, 1997.

The solicitation of proxies on the enclosed form is made on behalf of the Board
of Directors of the Company. All costs associated with the solicitation will be
borne by the Company. The Company does not intend to solicit proxies other than
by use of the mails, but certain officers and regular employees of the Company
or its subsidiaries, without additional compensation, may use their personal
efforts, by telephone or otherwise, to obtain proxies. The proxy materials are
first being mailed to shareholders on April 17, 1998.

Any shareholder executing a proxy has the right to revoke it by the execution of
a subsequently dated proxy, by written notice delivered to the Secretary of the
Company prior to the exercise of the proxy in person by voting at the meeting.
The shares will be voted in accordance with the direction of the shareholder as
specified on the proxy. In the absence of instruction, the proxy will be voted
"FOR" the election of the nominees listed in this proxy statement.

                                VOTING SECURITIES
Only shareholders of record at the close of business on April 1, 1998 will be
eligible to vote at the Annual Meeting or any adjournment thereof. As of April
1, 1998, the Company had outstanding 4,213,200 shares of no par value common
stock. Shareholders are entitled to one vote for each share of common stock
owned as of the record date, and shall have the right to cumulate votes in the
election of Directors in accordance with Ohio law. Cumulative voting permits a
shareholder to multiply the number of shares held by the number of directors to
be elected, and cast those votes for one candidate or spread those votes among
several candidates as he or she deems appropriate.

All Directors and Executive Officers of the Company as a group (comprised of 20
individuals), beneficially held 328,071 shares of the Company's common stock as
of February 28, 1998, representing 7.79 percent of the outstanding common stock
of the company.


                PROPOSAL #1 ELECTION OF DIRECTORS AND INFORMATION
                     WITH RESPECT TO DIRECTORS AND OFFICERS
At the meeting May 20, 1998, Class II Directors are to be elected to hold office
until the expiration of their term (3 years) which will be at the Annual Meeting
2001 or until their successor shall be duly elected and qualified.

The Code of Regulations for the Company provides that the Directors shall be
divided into three Classes, as nearly equal in number as possible. The number of
members and year of term expiration for each Class is as follows:

              Class I      5 Members        Term Expiration 2000
              Class II     5 Members        Term Expiration 2001
              Class III    3 Members        Term Expiration 1999




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<PAGE>   3


The Board is designating the following individuals to serve as nominees for
election as Class II Directors for terms expiring at the Annual Meeting in 2001.
In the event any of the nominees should be unable to serve, the persons named in
the proxy will vote for such substitute nominees as shall have been designated
by the Board. Information regarding these nominees is set forth as follows:

<TABLE>
<CAPTION>
                                                           Director
Name                                    Age                 Since *                Occupation During Past Five Years
----                                    ---                 -----                  ---------------------------------
<S>                                     <C>                  <C>                  <C>
C. William Bonner                       63                   1988                        Real Estate Developer
Merrill L. Kaufman                      63                   1988                   President, Peoples Store, Inc.
Terry M. Kramer                         51                   1992                President/Owner, Kramer Exploration
                                                                                                Company
Thomas T. Porter                        63                   1990                  President, Garth's Auctions, Inc.
Edward Powers                           52                   1985                   President, R. B. Powers Company
</TABLE>
* Service includes the time served as a Director of The Delaware County Bank and
Trust Company

The election of each nominee will require the affirmative vote of the majority
of the outstanding shares of the common stock of the Company.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth the number and percentage of shares of common stock
owned by the Directors and Executive Officers of the Company. As of the date of
this Proxy Statement, management is not aware of any person who beneficially
owns five percent or more of the Company's common stock.

<TABLE>
<CAPTION>
                                                           Amount and Nature
                                                        of Beneficial Ownership
Name                                                       February 28, 1998           Percentage
----                                                       -----------------           ----------
<S>                                                               <C>                      <C>
Larry D. Coburn, Director & CEO (1)                               9,393                    0.22%
William R. Oberfield, Director (2)                               11,000                    0.25%
G. William Parker, Director (3)                                  26,502                    0.62%
Gary M. Skinner, Director (4)                                     8,693                    0.21%
C. William Bonner, Director                                       3,600                    0.08%
Merrill L. Kaufman, Director (5)                                 17,040                    0.39%
Terry M. Kramer, Director (6)                                    47,190                    1.10%
Thomas T. Porter, Director (7)                                   28,350                    0.66%
Edward Powers, Director                                          20,040                    0.47%
Jerome J. Harmeyer, Director (8)                                 46,998                    1.09%
Rodney B. Hurl (9)                                               42,750                    1.00%
G. Edwin Johnson, Director (10)                                   5,336                    0.13%
Vickie J. Lewis, Director (11)                                   16,700                    0.38%
Richard L. Bump, Secretary to the Board                           5,809                    0.22%
David G. Bernon, Executive Officer                                4,134                    0.10%
Donald R. Blackburn, Executive Officer                            5,233                    0.13%
Donna R. Warbel, Executive Officer                                  678                    0.02%
Larry E. Westbrook, Executive Officer                            19,426                    0.46%
Thomas R. Whitney, Executive Officer                              9,199                    0.21%
</TABLE>

(1)      9,393 shares owned by CEDE & Co., Custodian.
(2)      8,008 shares owned by William Oberfield individually, 600 shares owned
         by Janet Oberfield, 1,482 shares owned by William Oberfield IRA, 910
         shares owned by Janet Oberfield IRA.
(3)      24,843 shares owned by G. William Parker individually and 1,659 shares
         owned by G. William Parker Trust.
(4)      3,636 shares owned by Gary or Carolyn Skinner jointly, 72 shares owned
         by Carolyn Skinner individually and 5,085 shares owned by Gary Skinner
         IRA.


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<PAGE>   4

(5)      1,800 shares owned by Merrill Kaufman individually, 8,640 shares owned
         by Merrill or Charlotte Kaufman jointly and 6,600 shares owned by Cede
         & Co., Custodian.
(6)      25,770 shares owned by Terry Kramer individually and 21,420 shares
         owned by Sandra Kramer individually.
(7)      1,800 shares owned by Thomas Porter individually, 450 shares owned by
         Carolyn Porter individually, 25,050 shares owned by Garth's Auctions,
         Inc., 600 shares owned by Thomas T. Porter 401(k) Plan and 450 shares
         owned by Carolyn B. Porter 401(k) plan.
(8)      1,800 shares owned by Jerome Harmeyer individually, 1,944 shares owned
         by Jerome or Madelyn Harmeyer jointly and 43,254 shares owned by
         Madelyn Harmeyer individually.
(9)      10,250 shares owned by Rodney B. Hurl Revocable Trust, 31,150 shares
         owned by Rodney B. Hurl IRA and 1,350 shares owned by Judith Hurl
         individually.
(10)     2,476 shares owned by G. Edwin and Marilyn Johnson and 2,860 shares
         owned by G. Edwin Johnson individually.
(11)     500 shares owned by Vickie J. Lewis individually and 15,700 shares
         owned by Jonathan Lewis individually.

              COMMITTEES AND COMPENSATION OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the Board and
through its committees. The Board of Directors of the Company and the Bank has
appointed and maintains an Audit Committee, Salary Committee, Nominating
Committee and Trust Committee.

The Audit Committee reviews with the Company's independent auditors, the audit
plan, the scope and results of their audit engagement and the accompanying
management letter, if any; reviews the scope and results of the Company's
internal auditing procedures; consults with the independent auditors and
management with regard to the Company's accounting methods and the adequacy of
its internal accounting controls; approves professional services provided by the
independent auditors; reviews the independence of the independent auditors; and
reviews the range of the independent auditors' audit and nonaudit fees. The
Audit Committee is comprised of Kramer, Parker. Porter and Powers. The Audit
Committee met (seven (7) times during 1997.

The Salary Committee is responsible for administering the Company's employee
benefit plans; setting the compensation of officers; reviewing the criteria that
forms the basis for management's officer and employee compensation
recommendations and reviewing management's recommendations in this regard. The
Salary Committee is composed of Coburn, Johnson, Kramer, Parker and Porter. The
Salary Committee met seven (7) times during 1997.

The Company's Nominating Committee is responsible for making annual nominations
for Directors to fill vacancies created by expiring terms of Directors and from
time to time, making appointments to fill vacancies created prior to the
expiration of a Director's term. During 1997 the Committee met one (1) time to
consider and act upon the nomination of Directors. The Nomination Committee is
composed of Coburn, Kaufman and Porter.

The Trust Committee is a committee of the Bank and oversees all activities of
the Trust Division of the Bank to assure that all fiduciary obligations are
fulfilled ethically, professionally and prudently. Coburn, Harmeyer, Hurl,
Oberfield and Lewis served on the committee in 1997 meeting twelve (12) times.

The Board of Directors of the Company meets monthly for its regular meetings and
upon call for special meetings. During 1997, the Board of Directors of the
Company met twelve (12) times. All but one Director of the Company attended at
least 75 percent of the Board and Committee Meetings that they were scheduled to
attend during 1997. Mr. C. William Bonner was given a 6 month leave of absence
due to an extended illness to a family member.



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<PAGE>   5

Directors are paid a monthly retainer of $125 for serving on the Board, except
for the Chairman of the Board who receives a retainer of $500 per month. In
addition, the Directors receive $175 per board meeting attended and $125 for
each committee meeting attended.

                  EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table provides certain summary information concerning compensation
paid or accrued by the Company and/or its subsidiaries, to or on behalf of the
Bank's Chief Executive Officer for the fiscal years ended December 31, 1997 and
1996, and to all executive officers as a group during 1997:

                 SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION
<TABLE>
<CAPTION>
                                                                                             All Other
Name and Principal Position               Year           Salary           Bonus           Compensation(1)
---------------------------               ----           ------           -----           ------------
<S>                                       <C>           <C>              <C>                  <C>
Larry D. Coburn                           1997          $140,000         $48,000              $9,475
President - The Delaware County
  Bank & Trust                            1996          $117,034         $40,000              $7,965
All Executive Officers (2) as a
  Group [Seven (7) in number]             1997          $637,449
</TABLE>

(1) The Bank pays no "fringe benefits" for its Executive Officers except for use
of an automobile by the President, the total value of which is less than $5,000.
Includes compensation for attendance at Board meetings while serving as a
Director and the Bank's contribution to the 401(k) plan.
(2) Includes Mr. Coburn; David G. Bernon, Senior Vice President - Loans; Donald
R. Blackburn, Vice President - Retail Banking and Customer Relations; Marcy H.
Niendam, Vice President - Credit Administration & Controller; Donna R. Warbel,
Vice President - Human Resources; Larry E. Westbrook - Senior Vice President &
Cashier; and Thomas R. Whitney - Vice President & Senior Trust Officer.

                              EMPLOYMENT CONTRACTS
The Bank has employment contracts currently in place with Larry D. Coburn,
President and CEO of the Company and the Bank, Thomas R. Whitney, Vice President
and Senior Trust Officer of the Bank and Larry E. Westbrook, Senior Vice
President and Cashier of the Bank and Treasurer of the Company.

The contract with Mr. Coburn was entered for the period from August 14, 1995,
the effective date of his employment with the Bank, until December 31, 1995. The
contract is renewed for successive one year terms after a performance evaluation
upon the written consent of the Bank and Mr. Coburn. The contract provides for a
base salary of $140,000, subject to the adjustment upward at the discretion of
the Board of Directors. Fringe benefits are provided that are comparable to
other executive employees except that Mr. Coburn is granted the use of an
automobile unlike any other employee. The contract also provides for a severance
payment in the event that the Bank terminates Mr. Coburn for other than: (i)
"Just Cause" (as defined in the contract); (ii) Mr. Coburn reaching retirement
age: or (iii) the Bank's decision not to renew the contract. In such a
termination, the Bank is obligated under the contract to pay Mr. Coburn an
amount equal to his monthly salary for up to 12 months or until he accepts other
employment. In the event the Bank is the subject of an acquisition to which Mr.
Coburn does not consent, and his position with the Bank is changed
significantly, Mr. Coburn may voluntarily terminate the contract and receive as
severance an amount equal to the average annual salary he has received from the
Bank for the past five years.

The contract with Mr. Whitney was entered for the period from August 1, 1996
through December 31, 1996. The contract is renewed for successive one year terms
upon the written consent of the Bank and Mr. Whitney. The contract provides for
a base salary to be set by the Board's Salary Committee and the employee is
entitled to participate in any bonus and other employee benefit plans. The
contract also provides for a severance payment in the event that the Bank
terminates Mr. Whitney for other than: (i) "Just Cause" (as defined in the
contract); (ii) Mr. Whitney reaching retirement age: or (iii) the Bank's
decision not to renew the contract. In such a termination, the Bank is obligated
under the contract to pay Mr. Whitney an amount equal to his monthly salary for
up to 12 months or until he accepts other employment. In the event the Bank is
the subject of an acquisition to which Mr. Whitney does not consent,



                                       71
<PAGE>   6

and his position with the Bank is changed significantly, Mr. Whitney may
voluntarily terminate the contract and receive as severance an amount equal to
the average annual salary he has received from the Bank for the past five years.

The contract for Mr. Westbrook was entered into on April 12, 1990 with an
initial term ending December 31, 1990. The contract automatically renews for
annual periods unless the Bank does not less than 10 nor more than 20 days
notice that the Bank chooses not to renew the contract. The contract also
provides for termination "for cause" (as defined in the contract). The contract
can be terminated by Mr. Westbrook at any time, upon 90 days written notice. Mr.
Westbrook's contract also contains a "change in control" provision providing for
payment to the employee if, in connection with any acquisition of the Bank or
for one year thereafter, the employee is terminated or exercises his right to
terminate the agreement for "Good Reason" (as defined in the contracts) because
his position with the Bank is changed significantly. In the event of such
termination, the employee is entitled to receive as severance an amount equal to
the average annual salary he has received from the Bank for the past 5 years.
The contract for Mr. Westbrook is silent as to compensation and such amounts are
set by the Board of Directors on an annual basis.

      REPORT OF THE SALARY COMMITTEE OF DCB FINANCIAL CORP. ON COMPENSATION
Under rules established by the Securities and Exchange Commission (the "SEC"),
the Company is required to provide certain data and information in regard to the
compensation and benefits provided to the Company's President and Chief
Executive Officer and, if applicable, the four other most highly compensated
Executive Officers, whose compensation exceeded $100,000 during the Company's
fiscal year. The disclosure requirements, as applied to the Company, include
only the Company's President and Chief Executive Officer, Larry D. Coburn. The
disclosure includes the use of tables and a report explaining the rationale and
considerations that led to fundamental executive compensation decisions
affecting such officers. The Company is a bank holding company and owns a single
operating subsidiary, The Delaware County Bank and Trust Company. The Company
has no direct employees. All disclosures contained in this Proxy Statement
regarding executive compensation reflect compensation paid by the Bank. The
Salary Committee of this company has the responsibility of determining the
compensation policy and practices with respect to all Executive Officers. At the
direction of the Board of Directors, the Salary Committee of the Company has
prepared the following report for inclusion in the Proxy Statement.

Compensation Policy. The report reflects the Company's compensation philosophy
as endorsed by the Salary Committee. The Salary Committee makes the
recommendation regarding the level of compensation for all Executive Officers
including Mr. Coburn and Mr. Coburn has input into the compensation levels for
all Executive Officers, except himself.

The executive compensation program of the Company has been designed to:

Support a pay-for-performance policy that awards Executive Officers for
corporate performance.

Motivate key Executive Officers to achieve strategic business goals.

Provide compensation opportunities which are comparable to those offered by
other peer group companies, thus allowing the Company to compete for and retain
talented executive's who are critical to the Company's long-term success.

The Salary Committee approved compensation increases for all Executive Officers
of the Company during 1997. Executive Officer salary increase determinations are
based upon an evaluation of such executives performance against goals set in the
prior year.

The Bank maintains a cash bonus plan (the "Bonus Plan") which allocates a
portion of the Bank's pre-tax income for the purpose of employee cash bonuses on
an annual basis. The Bonus Plan is administered by the Salary Committee. The
award of a bonus to any employee under the terms of the Bonus Plan is



                                       72
<PAGE>   7

discretionary and is determined by the Board of Directors upon the
recommendation of the Salary Committee.

The Salary Committee has determined that a significant portion of executive
compensation should be payable in an annual bonus which shall be based
principally upon the financial performance of the Company and that of the
individual in attaining his or her established goals.

This Report of Compensation is submitted by the Salary Committee Members: Larry
D. Coburn, G. Edwin Johnson, Terry M. Kramer, G. William Parker and Thomas T.
Porter.

              SALARY COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Larry D. Coburn, Company's President and Chief Executive Officer served on the
Salary Committee of the Company, which is responsible for compensation matters
(see "Report of the Salary Committee" in this Proxy Statement).

Although Mr. Coburn served on the Salary Committee, he did not participate in
any decisions regarding his own compensation as an Executive Officer. Each year,
the Salary Committee recommends that amount of the bonus award for Mr. Coburn
(pursuant to the Bonus Plan described above) and salary for the ensuing year.
Mr. Coburn did not participate in discussions nor decision-making relative to
his own compensation.

           PERFORMANCE GRAPH - FIVE YEAR SHAREHOLDER RETURN COMPARISON
The SEC requires that the Company include in this Proxy Statement a line-graph
presentation comparing cumulative five year shareholder returns on an indexed
basis with a broad equity market index and either a nationally recognized
industry standard or an index of peer companies selected by the Company. The
Company has selected the S&P 500 Market Index and the S&P Regional Bank Index
for the purposes of this performance comparison. The chart below compares the
value of $100 invested on December 31, 1992, in the Bank's stock, S&P 500 Market
Index and the S&P Regional Bank Index. The Company has used the Bank's
performance because the Company was not an operating company during this time.

The Delaware County Bank and Trust Company Common Stock performance was used
through March 17, 1997 when the holding company, DCB Financial Corp, was formed.
The performance of DCB Financial Corp then was used for the rest of 1997.

<TABLE>
<CAPTION>
                                                        1992       1993       1994     1995      1996        1997
                                                        ----       ----       ----     ----      ----        ----
<S>                                                  <C>        <C>        <C>       <C>        <C>        <C>
DCB Financial Corp.                                  $100.00    $119.99    $131.57   $145.66    $268.67    $352.63
S&P 500 Index                                        $100.00    $110.08    $111.54   $153.47    $188.71    $251.17
S&P Major Regional Bank Index                        $100.00    $106.03    $100.35   $158.00    $215.91    $322.92
</TABLE>


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no existing or proposed material transactions between the Company and
any of the Company's officers, directors or the immediate family or associates
of any of the foregoing persons, except as indicated below:

1. Mr. Rodney Hurl, a Director of the Company and Ms. Marcy H. Niendam, an
officer of the Bank, are father and daughter. This statement is made to comply
with securities disclosures and has bearing upon the operation of the Company.



                                       73
<PAGE>   8

2. Mr. C. William Bonner, a Director of the Company, purchased land and built
two office complexes located at 6156 Highland Lakes Avenue, Westerville and
10149 Brewster Lane, Powell. The Bank entered into a lease for these office
complexes with initial terms of 20 years at a rent of $83,840 and $71,000 per
year, respectively. The Board of Directors approved the lease transactions with
Mr. Bonner abstaining from consideration of the matter. The Board believes that
the rent to be paid to Mr. Bonner and the other terms and conditions of the
lease transactions are comparable to those which would be available from an
unrelated party.

Some of the directors of the Company, as well as the companies with which such
directors are associated, are customers of, and have had banking transactions
with the Bank in the ordinary course of the Bank's business and the Bank expects
to have such ordinary banking transactions with such persons in the future. In
the opinion of management of the Company and the Bank, all loans and commitments
to lend included in such transactions were made in compliance with applicable
laws on substantially the same terms, including interest rates and collateral,
as those prevailing for comparable transactions with other persons of similar
creditworthiness and did not involve more than a normal risk of collectablility
or present other unfavorable features. During 1997 none of the Bank's Directors
or principal officers had outstanding indebtedness that exceeded ten percent
(10%) of the Bank's equity capital accounts.

The Bank expects to have in the future, banking transactions, in the ordinary
course of its business with directors, officers and principal shareholders, and
their associates of the Bank and the Company, on substantially the same terms,
including interest rates and collateral on loans, as those prevailing at the
same time for comparable transactions with others and which do not involve more
than the normal risk of collectability or present other unfavorable features.

      COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and Directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, Directors and greater than ten percent shareholders are required by
the SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. Prior to the acquisition of the Bank by the Company, such reports
were filed with the Federal Deposit Insurance Company as the Bank was a "public
bank."

Based solely on review of the copies of such forms furnished to the Company or
written representations that no such forms were required, the Company believes
that during 1997 all Section 16(a) filing requirements applicable to its
officers and Directors were complied with. The Company has no shareholders who
are ten percent beneficial owners.

                    RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The Board of Directors engaged the accounting firm of Crowe Chizek & Company LLP
to perform the certified audit of the Bank's books as of year-end 1997. Their
certification is included in the Annual Report which accompanies this proxy
material. In addition to the audit report, the Bank relies on Crowe Chizek &
Company LLP for consultation on other accounting, investment and tax-related
matters as needed by management. The Bank's Board has determined that the
performance of non-audit services for the Bank by Crowe Chizek & Company LLP
will not have an adverse effect on the independence of that firm with respect to
its certified audit report. The independent accountants, Crowe Chizek & Company
LLP, will be in attendance at the annual meeting. The Board of Directors will
determine who shall perform the 1998 annual certified audit at a later date.

                              SHAREHOLDER PROPOSALS
Any proposals to be considered for inclusion in the proxy material to be
provided to shareholders of the Company for its next annual meeting, to be held
in 1999, must be made by a qualified shareholder and must be received by the
Company no later than February 18, 1999.




                                       74
<PAGE>   9


                                  OTHER MATTERS
The Board of Directors of the Company is not aware of any other matters that may
come before the meeting. However, the enclosed Proxy will confer discretionary
authority with respect to matters which are not known to the Board of Directors
at this time of printing and which may properly come before the meeting. A copy
of the Company's 1997 report filed with the Securities and Exchange Commission,
on Form 10-K, will be available without charge to shareholders on request.
Address all requests, in writing, for this document to Donald R. Blackburn, Vice
President, The Delaware County Bank and Trust Company, 41 North Sandusky Street,
Delaware, Ohio 43015.

                                           By Order of the Board of Directors of
                                           DCB Financial Corp



                                           Larry D. Coburn, President






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<PAGE>   10


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                           DCB FINANCIAL CORP.

                                           By:
                                              ----------------------------------
                                              Larry D. Coburn, President and CEO



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

              Signatures                              Title
              ----------                              -----


-----------------------------              President CEO and Director (Principal
Larry D. Coburn                            Executive Officer)


-----------------------------
Date


                                           Director, Chairman of the Board
-----------------------------
Jerome J. Harmeyer


-----------------------------
Date


                                           Director
-----------------------------
Charles W. Bonner


-----------------------------
Date


                                           Director
-----------------------------
William R. Oberfield


-----------------------------
Date


                                           Director
-----------------------------
Rodney B. Hurl, M.D.


-----------------------------
Date





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<PAGE>   11



                                           Director
-----------------------------
G. William Parker, M.D.


-----------------------------
Date


                                           Director
-----------------------------
Thomas T. Porter


-----------------------------
Date

                                           Director
-----------------------------
Edward A. Powers


                                           Director
-----------------------------
Merrill Kaufman


-----------------------------
Date


                                           Director
-----------------------------
Gary M. Skinner


-----------------------------
Date


                                           Director
-----------------------------
Terry M. Kramer


-----------------------------
Date


                                           Director
-----------------------------
G. Edwin Johnson


-----------------------------
Date


                                           Director
-----------------------------
Vickie J. Lewis


-----------------------------
Date


                                           Director
-----------------------------
Richard L. Bump


-----------------------------
Date


                                       77