SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Peoples Financial Corporation
(Name of Issuer)
Common Shares
(Title of Class of Securities)
71103A 10 4
(CUSIP Number)
Cynthia A. Shafer,
Vorys, Sater, Seymour and Pease,
Suite 2100, Atrium Two,
221 East Fourth Street
Cincinnati, Ohio 45202
(513) 723-4009
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1997
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
<PAGE>
SCHEDULE 13D
CUSIP NO. 71103A 10 4
1. NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF REPORTING PERSON:
Paul von Gunten
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3. SEC USE ONLY:
4. SOURCE OF FUNDS:
SC, PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e):
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 100,610
8. SHARED VOTING POWER: 13,000
9. SOLE DISPOSITIVE POWER: 97,004
10. SHARED DISPOSITIVE POWER: 13,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
113,610
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7.99%
14. TYPE OF REPORTING PERSON:
IN
<PAGE>
Item 1. Security and Issuer.
Common shares, no par value
Peoples Financial Corporation
211 Lincoln Way East
Massillon, Ohio 44646
Item 2. Identity and Background.
(a) Paul von Gunten
(b) 211 Lincoln Way East
Massillon, Ohio 44646
(c) President and Chief Executive Officer of Peoples
Financial Corporation and Peoples Federal Savings and
Loan Association of Massillon, 211 Lincoln Way East,
Massillon, Ohio 44646
(d) During the last five years, Mr. von Gunten has not been
convicted in a criminal proceeding.
(e) During the last five years, Mr. von Gunten has not been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Mr. von Gunten is a citizen of the United States of
America.
Item 3. Source and Amount of Funds and Other Consideration.
Mr. von Gunten purchased 17,200 shares on November 21, 1997,
with personal funds. He and his wife also purchased shares
with personal funds in connection with the initial public
offering by the issuer in September 1996. In 1996 and 1997,
Mr. von Gunten inherited shares from the estates of his
father and mother. Mr. von Gunten has also acquired 34,753
shares through his 401(k) plan account, 3,606 shares
pursuant to the Peoples Financial Corporation Employee Stock
Ownership Plan (the "ESOP"), and 2,385 shares pursuant to
the Peoples Financial Corporation Recognition and Retention
Plan and Trust Agreement (the "RRP"), and he has the right
within the next 60 days to exercise an option to purchase
4,473 shares pursuant to the Peoples Financial Corporation
1997 Stock Option and Incentive Plan (the "Stock Option
Plan"). (The number of shares subject to the option may be
adjusted by the Stock Option Committee due to a return of
capital declared by the issuer in 1997.)
Item 4. Purpose of Transaction.
All shares held by Mr. von Gunten are held for investment.
Item 5. Interest in Securities of the Issuer.
(a) Mr. von Gunten beneficially owns 113,610 shares, which
is 7.99% of the total issued and outstanding common
shares of the issuer.
(b) Mr. von Gunten has sole voting and dispositive power
with respect to 97,004 shares, sole voting but not
dispositive power with respect to 3,606 shares, and
shared voting and dispositive power with respect to
13,000 shares held by Mr. von Gunten's spouse.
Mr. von Gunten's wife is Dorothy von Gunten. Ms. von Gunten
is a citizen of the United States of America, and during the
past five years, Ms. von Gunten has neither been convicted
in a criminal proceeding nor been a party to a civil
proceeding of a judicial administrative body of competent
jurisdiction which resulted in a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. Ms.
von Gunten has the same address as Mr. von Gunten and is a
homemaker.
(c) Mr. von Gunten acquired shares under the ESOP as of
December 31, 1997, under the 401(k) plan as of December
31, 1997, and under the RRP pursuant to an award made
on March 19, 1997, and required to be distributed from
the RRP Trust as of March 19, 1998, all for no
consideration. Mr. von Gunten acquired the stock option
pursuant to an award made pursuant to the Stock Option
Plan on March 19, 1997, and first exercisable on March
19, 1998.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships between Mr. von Gunten and any other person
with respect to any securities of the issuer, except for
award agreements pursuant to the RRP and the Stock Option
Plan.
Item 7. Material to be Filed as Exhibits.
1. Stock Option Award Agreement
2. Recognition and Retention Plan and Trust Award Agreement
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.
/s/ Paul von Gunten
Signature
Paul von Gunten
Name
March 27, 1998
Date
<PAGE>
EXHIBIT 1
STOCK OPTION AWARD AGREEMENT
PURSUANT TO THE PEOPLES FINANCIAL CORPORATION
1997 STOCK OPTION AND INCENTIVE PLAN
(Incentive Stock Options)
THIS AGREEMENT is made to be effective as of March 19, 1997,
by and between Peoples Financial Corporation (the "COMPANY"), and Paul von
Gunten (the "OPTIONEE").
WITNESSETH:
WHEREAS, the Board of Directors of the COMPANY adopted the
Peoples Financial Corporation 1997 Stock Option and Incentive Plan (the "PLAN")
on January 22, 1997;
WHEREAS, the shareholders of the COMPANY approved the PLAN on
March 19, 1997;
WHEREAS, pursuant to the provisions of the PLAN, the Board of
Directors of the COMPANY has appointed a Stock Option Committee (the
"COMMITTEE") to administer the PLAN; and
WHEREAS, the COMMITTEE has determined that an option to
acquire common shares of the COMPANY, no par value per share (the "COMMON
SHARES"), should be granted to the OPTIONEE upon the terms and conditions set
forth in this AGREEMENT;
NOW, THEREFORE, in consideration of the above premises and
intending to be legally bound by this AGREEMENT, the parties hereto agree to the
following:
1. Grant of Option. The COMPANY hereby grants to the OPTIONEE
an option to purchase twenty-two thousand three hundred sixty-five (22,365)
COMMON SHARES (the "OPTION"). The OPTION is intended to qualify as an incentive
stock option (an "ISO") under Section 422 of the Internal Revenue Code of 1986,
as amended (the "CODE").
2. Terms and Conditions of the OPTION.
(A) OPTION Price. The purchase price (the "OPTION
PRICE") to be paid by the OPTIONEE to the COMPANY upon the exercise of the
OPTION shall be $16.00 per share, being 100% of the Fair Market Value (as that
term is defined in the PLAN) of a COMMON SHARE on March 19, 1997.
(B) Exercise of the OPTION. Subject to the provisions of
the PLAN and the other provisions of this AGREEMENT, the OPTION is exercisable
in accordance with the following schedule:
DATE NUMBER OF SHARES FIRST EXERCISABLE
March 19, 1998 4,473
March 19, 1999 4,473
March 19, 2000 4,473
March 19, 2001 4,473
March 19, 2002 4,473
The OPTION shall remain exercisable until the date of
expiration of the OPTION term. The OPTION may be exercised to purchase less
than the total number of COMMON SHARES subject to the OPTION and exercisable any
time and from time to time. The OPTION may not be exercised unless the
COMMON SHARES issued upon such exercise are first registered pursuant to
any applicable federal and state laws or regulations or, in the opinion of
the counsel to the COMPANY, are exemp from such registration. Nothing
contained in the PLAN or in this AGREEMENT shall be construed to require the
COMPANY to take any action whatsoever to make exercisable any OPTION or
to make transferable any shares issued upon the exercise of any OPTION.
<PAGE>
(C) OPTION Term. The OPTION shall in no event be exercisable
after the expiration of ten (10) years from the date of this AGREEMENT.
(D) Method of Exercise. The OPTION may be exercised by
delivering written notice of exercise to the COMPANY in care of its President
or Treasurer. The notice must state the number of shares subject to the
OPTION in respect of which it is being exercised and must be accompanied by
payment in full of the OPTION PRICE in cash unless the COMMITTEE in its sole
discretion permits payment of the OPTION PRICE in COMMON SHARES already
owned by the OPTIONEE or by the surrender of outstanding awards of OPTIONS.
3. Non-Assignability of the OPTION. Once granted, the OPTION
shall not be assignable or transferable except by will or by the laws of descent
and distribution. The terms and conditions of the OPTION shall be binding upon
each and every executor, administrator, heir, beneficiary, or other successor to
the OPTIONEE's interest.
4. Incentive Stock Option Qualification.
The OPTION is intended to be an ISO under Section 422 of the CODE. The
OPTIONEE acknowledges that in order for the OPTION to qualify as an ISO, the
OPTIONEE must comply with the following additional conditions:
(A) The OPTIONEE must remain employed by the COMPANY
(or a subsidiary of the COMPANY) at least until three months before the
OPTION is exercised (or one year in the case of an OPTIONEE who is disabled
within the meaning of Section 22(e)(3) of the Code);
(B) The OPTIONEE may not dispose of the COMMON SHARES
acquired upon the exercise of the OPTION (i) within two years of the date of the
grant of the OPTION, and (ii) within one year after the date of the exercise of
the OPTION; and
(C) The aggregate fair market value (determined as of the
date of the grant of the OPTION) of the COMMON SHARES with respect to
which ISO are exercisable under all plans of the COMPANY or a subsidiary for
the first time by the OPTIONEE during any calendar year shall not exceed
$100,000, or such other limit as may be required by the CODE.
To the extent that the OPTIONEE does not comply with the
foregoing conditions, such portion of the OPTION will not be deemed to be an
ISO under the CODE.
5. Governing Law. The rights and obligations of the OPTIONEE
and the COMPANY under this AGREEMENT shall be governed by and construed in
accordance with the laws of the State of Ohio (without giving effect to the
conflict of laws principles thereof) in all respects, including, without
limitation, matters relating to the validity, construction, interpretation,
administration, effect, enforcement, and remedies provisions of the PLAN and its
rules and regulations, except to the extent preempted by applicable federal law.
All disputes and matters whatsoever arising under, in connection with or
incident to this AGREEMENT shall be litigated, if at all, in and before a court
located in the State of Ohio, U.S.A., to the exclusion of the courts of any
other state or country.
6. Rights and Remedies Cumulative. All rights and remedies of
the COMPANY and of the OPTIONEE enumerated in this AGREEMENT shall be cumulative
and, except as expressly provided otherwise in this AGREEMENT, none shall
exclude any other rights or remedies allowed by law or in equity, and each of
said rights or remedies may be exercised and enforced concurrently.
7. Captions. The captions contained in this AGREEMENT are
included only for convenience of reference and do not define, limit, explain or
modify this AGREEMENT or its interpretation, construction or meaning and are in
no way to be construed as a part of this AGREEMENT.
<PAGE>
8. Severability. If any provision of this AGREEMENT or the
application of any provision hereof to any person or any circumstance shall be
determined to be invalid or unenforceable, then such determination shall not
affect any other provision of this AGREEMENT or the application of said
provision to any other person or circumstance, all of which other provisions
shall remain in full force and effect. It is the intention of each party to this
AGREEMENT that if any provision of this AGREEMENT is susceptible of two or more
constructions, one of which would render the provision enforceable and the other
or others of which would render the provision unenforceable, then the provision
shall have the meaning which renders it enforceable.
9. PLAN as Controlling. All terms and conditions of the PLAN
applicable to options granted thereunder which are not set forth in this
AGREEMENT shall be deemed incorporated herein by reference. In the event that
any provision in this AGREEMENT conflicts with any term in the PLAN, the term in
the PLAN shall be deemed controlling.
10. Entire Agreement. This AGREEMENT constitutes the entire
agreement between the COMPANY and the OPTIONEE in respect of the subject matter
of this AGREEMENT, and this AGREEMENT supersedes all prior and contemporaneous
agreements between the parties hereto in connection with the subject matter of
this AGREEMENT. All representations of any type relied upon by the OPTIONEE and
the COMPANY in making this AGREEMENT are specifically set forth herein, and the
OPTIONEE and the COMPANY each acknowledge that they have relied on no other
representation in entering into this AGREEMENT. No change, termination or
attempted waiver of any of the provisions of this AGREEMENT shall be binding
upon any party hereto unless contained in a writing signed by the party to be
charged.
IN WITNESS WHEREOF, the parties hereto have caused this
AGREEMENT to be executed to be effective as of March 19, 1997.
PEOPLES FINANCIAL CORPORATION
-----------------------------------------
By: Paul von Gunten
Its: President
OPTIONEE
------------------------------------------
Paul Von Gunten
<PAGE>
EXHIBIT 2
PEOPLES FINANCIAL CORPORATION
RECOGNITION AND RETENTION PLAN AND TRUST
AWARD AGREEMENT
THIS AGREEMENT is made to be effective as of March 19, 1997, by and
between Peoples Financial Corporation (the "COMPANY") and Paul von Gunten (the
"RECIPIENT").
WITNESSETH:
WHEREAS, the Board of Directors of the COMPANY adopted the Peoples
Financial Corporation Recognition and Retention Plan and Trust Agreement (the
"RRP") on January 22, 1997;
WHEREAS, the shareholders of the COMPANY approved the RRP on March 19,
1997;
WHEREAS, pursuant to the provisions of the RRP, the Board of Directors
of the COMPANY has appointed a Recognition and Retention Plan Committee (the
"RRP COMMITTEE") to administer the RRP and to determine persons to whom awards
will be made and the number of common shares of the COMPANY to be awarded
pursuant to the RRP;
WHEREAS, the Trust established by the RRP holds a pool of common shares
of the COMPANY, no par value per share (the "RRP PLAN SHARES"); and
WHEREAS, the RRP COMMITTEE has determined that an award of RRP PLAN
SHARES should be granted to the RECIPIENT upon the terms and conditions set
forth in this AGREEMENT;
NOW, THEREFORE, in consideration of the above premises and intending to
be legally bound by this AGREEMENT, the parties hereto agree to the following:
1. Grant of Award. The COMPANY hereby grants to the RECIPIENT an award
of eleven thousand nine hundred and twenty-eight (11,928) RRP PLAN SHARES (the
"AWARDED SHARES"). The RECIPIENT shall earn and be entitled, subject to the
forfeiture and other provisions of the RRP, to the AWARDED SHARES as follows:
a. Two thousand three hundred and eighty-five (2,385) of the
AWARDED SHARES shall be earned and nonforfeitable by the RECIPIENT on March 19,
1998;
b. Two thousand three hundred and eighty-five (2,385) of
the AWARDED SHARES shall be earned and nonforfeitabl by the RECIPIENT on
March 19, 1999;
c. Two thousand three hundred and eighty-five (2,385) of
the AWARDED SHARES shall be earned and nonforfeitable by the RECIPIENT on
March 19, 2000;
d. Two thousand three hundred and eighty-five (2,385) of
the AWARDED SHARES shall be earned and nonforfeitable by the RECIPIENT on
March 19, 2001; and
e. Two thousand three hundred and eighty-eight (2,388) of the
AWARDED SHARES shall be earned and nonforfeitable by the RECIPIENT on March 19,
2002.
2. Distribution of Shares. Pursuant to and as provided in Section 7.02
of the RRP, and subject to the other provisions of the RRP, the AWARDED SHARES
shall be distributed to the RECIPIENT as soon as practicable after they have
been earned; provided, however, that the AWARDED SHARES shall not be distributed
unless the AWARDED SHARES are first registered pursuant to any applicable
federal and state laws or regulations or, in the opinion of counsel to the
COMPANY, are exempt from such registration.
<PAGE>
3. Transfer of the AWARDED SHARES. Any sale, transfer or other
distribution by the RECIPIENT of the AWARDED SHARES is subject to all applicable
federal and state laws and regulations.
4. Incorporation of the RRP. By entering into this AGREEMENT, the
RECIPIENT agrees to be bound by all of the terms and conditions of the RRP,
which are incorporated by reference into this AGREEMENT. To the extent that any
provision of this AGREEMENT is in contradiction with any provision of the RRP,
the applicable provision of the RRP shall control over the applicable provision
of this AGREEMENT.
5. Governing Law. The rights and obligations of the RECIPIENT and the
COMPANY under this AGREEMENT shall be governed by and construed in accordance
with the laws of the State of Ohio (without giving effect to the conflict of
laws principles thereof) in all respects, including, without limitation, matters
relating to the validity, construction, interpretation, administration, effect,
enforcement, and remedies provisions of the RRP and its rules and regulations,
except to the extent preempted by applicable federal law. All disputes and
matters whatsoever arising under, in connection with or incident to this
AGREEMENT shall be litigated, if at all, in and before a court located in the
State of Ohio, U.S.A., to the exclusion of the courts of any other state or
country.
6. Rights and Remedies Cumulative. All rights and remedies of the
COMPANY and of the RECIPIENT enumerated in this AGREEMENT shall be cumulative
and, except as expressly provided otherwise in this AGREEMENT, none shall
exclude any other rights or remedies allowed by law or in equity, and each of
said rights or remedies may be exercised and enforced concurrently.
7. Captions. The captions contained in this AGREEMENT are included only
for convenience of reference and do not define, limit, explain or modify this
AGREEMENT or its interpretation, construction or meaning and are in no way to be
construed as a part of this AGREEMENT.
8. Severability. If any provision of this AGREEMENT or the application
of any provision thereof to any person or any circumstance shall be determined
to be invalid or unenforceable, then such determination shall not affect any
other provision of this AGREEMENT or the application of said provision to any
other person or circumstance, all of which other provisions shall remain in full
force and effect. It is the intention of each party to this AGREEMENT that if
any provision of this AGREEMENT is susceptible of two or more constructions, one
of which would render the provision enforceable and the other or others of which
would render the provision unenforceable, then the provision shall have the
meaning which renders it enforceable.
9. Entire Agreement. This AGREEMENT and the RRP constitute the entire
agreement between the COMPANY and the RECIPIENT in respect of the subject matter
of this AGREEMENT, and this AGREEMENT supersedes all prior and contemporaneous
agreements between the parties hereto in connection with the subject matter of
this AGREEMENT. All representations of any type relied upon by the RECIPIENT and
the COMPANY in making this AGREEMENT are specifically set forth herein, and the
RECIPIENT and the COMPANY each acknowledge that they have relied on no other
representations in entering into this AGREEMENT. No change, termination or
attempted waiver of any of the provisions of this AGREEMENT shall be binding
upon any party hereto unless contained in a writing signed by the party to be
charged.
10. Successors and Assigns. This AGREEMENT shall inure to the benefit
of and be binding upon the successors and assigns (including successive, as well
as immediate, successors and assigns) of the COMPANY and the RECIPIENT.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be
executed as of March 19, 1997.
PEOPLES FINANCIAL CORPORATION
----------------------------------
By: Paul von Gunten
Its: President
----------------------------------
Paul von Gunten
