PEOPLES FINANCIAL CORP \OH\
8-K, 1996-09-23
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                      SECURITIES AND EXCHANGE COMMISSION


                             Washington, DC 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): September 16, 1996

                         Peoples Financial Corporation
                     -------------------------------------
            (Exact name of registrant as specified in its charter)



          Ohio                  1-12103                   34-1822228
- --------------------------------------------------------------------------------
(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)




                  211 Lincoln Way East, Massillon Ohio 44646
                  ------------------------------------------
                   (Address of principal executive offices)


Registrant's telephone number, including area code: 330-832-7441.



<PAGE>
                                                                   Page 2 of 4


- ------------------------------------------------------------------------------
                                   FORM 8-K
- ------------------------------------------------------------------------------


Item 1.  Changes in Control of Registrant.

         Not applicable.

Item 2.  Acquisition or Disposition of Assets.

         Not applicable.

Item 3.  Bankruptcy or Receivership.

         Not applicable.

Item 4.  Changes in Registrant's Certifying Accountant.

     On September 16, 1996, Peoples Financial Corporation (the "Corporation"),
with  the  approval  of  the  Board  of  Directors,   decided  to  change  the
Corporation's  independent public auditors from Hall, Kistler & Company P.L.L.
to  Grant  Thornton  LLP.  Hall,  Kistler  &  Company  P.L.L.  served  as  the
Corporation's  independent  certified public accountants from 1968 through the
fiscal year ended  September  30, 1995.  The Board of  Directors'  decision to
engage Grant  Thornton LLP is based on that firm's  commitment  toward serving
mid-sized  community-based  financial  institutions.  Hall,  Kistler & Company
P.L.L.'s reports on the consolidated  financial  statements of the Corporation
for the past two years did not contain any adverse  opinion or  disclaimer  of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles. During the last two fiscal years of the Corporation and
Peoples Federal Savings and Loan Association of Massillon,  the  Corporation's
subsidiary  ("Peoples"),  and the interim period  through  September 16, 1996,
there have not been any  disagreements  between the Corporation or Peoples and
Hall,  Kistler & Company  P.L.L.  on any matter of  accounting  principles  or
practices,  consolidated  financial  statement  disclosure  or audit  scope or
procedure.

     Grant  Thornton  LLP has been  engaged as the  Corporation's  independent
certified  public  accountants  effective  September  16,  1996.  While  Grant
Thornton has been previously engaged with respect to certain tax matters,  the
Corporation  has not requested or obtained any advice from Grant  Thornton LLP
concerning  any material  accounting,  auditing or financial  reporting  issue
regarding the application of accounting  principles to a specified transaction
or the type of audit  opinion  that  might be  rendered  on the  Corporation's
consolidated financial statements.

Item 5.  Other Events.

         Not applicable.



<PAGE>
                                                                   Page 3 of 4


Item 6.  Resignations of Registrant's Directors.

         Not applicable.

Item 7.  Financial Statements and Exhibits.

         Exhibit 16.  Letter from Hall, Kistler & Company P.L.L.

Item 8.  Change in Fiscal Year.

         Not applicable.





                                  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 hereto duly authorized.



Date: September 20, 1996              PEOPLES FINANCIAL CORPORATION




                                  By: /s/ Paul von Gunten
                                      ---------------------------------------
                                      Paul von Gunten
                                      President and Chief Executive Officer



                                                                   Page 4 of 4


                                  EXHIBIT 16


                                                September 20, 1996



Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen

     We  were  previously   principal   accountants   for  Peoples   Financial
Corporation  (formerly,  Peoples  Federal  Savings  and  Loan  Association  of
Massillon  and,  under  the date of  October  30,  1995,  we  reported  on the
financial  statements  of Peoples  Federal  Savings  and Loan  Association  of
Massillon as of  September  30, 1995 and 1994 and for each of the years in the
three-year  period ended  September  30,  1995.  On  September  16, 1996,  our
appointment  as principal  accountants  was  terminated.  We have read Peoples
Financial Corporation's statements included under Item 4 of its Form 8-K dated
September 16, 1996, and we agree with such statements except that:

1.   Our report on the  financial  statements of Peoples  Federal  Savings and
     Loan  Association of Massillon as of September 30, 1995 and 1994, and for
     each of the years in the  three-year  period  ended  September  30,  1995
     contained  a separate  paragraph  stating  that the  Company  changed its
     method of accounting for investments as of October 1, 1994; and

2.   We are not in a position  to agree or  disagree  with  Peoples  Financial
     Corporation's  stated reason for changing  principal  accountants or that
     the change was approved by the Board of Directors; and

3.   We are not in a  position  to agree or  disagree  with  People  Financial
     Corporation's statement that Grant Thornton LLP was not engaged regarding
     the  application of accounting  principles to a specified  transaction or
     the type of audit  opinion  that might be rendered  on the  Corporation's
     consolidated financial statements.

     In connection with our audits of the two fiscal years ended September 30,
1995 and 1994, and the subsequent  interim period through  September 16, 1996,
there were no disagreements with us on any matter of accounting  principles or
practices,  financial  statement  disclosure  or auditing  scope or procedure,
which  disagreements if not resolved to our satisfaction  would have caused us
to make reference in connection  with our opinion to the subject matter of the
disagreement.

                                          Very truly yours,


                                          Hall, Kistler & Company P.L.L.



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