SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
January 18, 1999
(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.
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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: 115,913
8. SHARED VOTING POWER: 13,000
9. SOLE DISPOSITIVE POWER: 107,804
10. SHARED DISPOSITIVE POWER: 13,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
128,913
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
9.99%
14. TYPE OF REPORTING PERSON:
IN
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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 36,120 shares
through his 401(k) plan account, 8,109 shares pursuant to the
Peoples Financial Corporation Employee Stock Ownership Plan
(the "ESOP"), 4,770 shares pursuant to the Peoples Financial
Corporation Recognition and Retention Plan and Trust Agreement
(the "RRP"), and 5,761 shares using personal funds to exercise
part of a stock option awarded pursuant to the Peoples
Financial Corporation 1997 Stock Option and Incentive Plan
(the "Stock Option Plan"). He also has the right within the
next 60 days to exercise an option to purchase 5,761 shares
pursuant to the Stock Option Plan. (The number of shares
subject to the option has been 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.
Other than as a member of the Board of Directors and
management of the issuer, which regularly considers such
matters, Mr. von Gunten has no plans or proposals relating to
or which would result in any of the following:
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(a) The acquisition by any person of additional securities
of the issuer, or the disposition of securities of the
issuer, other than additional shares that may be
acquired pursuant to the issuer's stock benefit plans;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
the issuer or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the issuer, including any plans or
proposals to change the number or term of directors or
to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure;
(g) Changes in the issuer's Articles of Incorporation or
Code of Regulations or other actions which may impede
the acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Mr. von Gunten beneficially owns 128,913 shares, which
is 9.99% of the total issued and outstanding common
shares of the issuer.
(b) Mr. von Gunten has sole voting and dispositive power
with respect to 107,804 shares, sole voting but not
dispositive power with respect to 8,109 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) During the last sixty days, Mr. von Gunten acquired
shares under the ESOP (allocated to his account as of
September 30, 1998, but not determined until December
11, 1998) for no consideration. In addition, on March
19, 1999, Mr. von Gunten will be entitled to a
distribution of 2,385 shares under the RRP pursuant to
an award made on March 19, 1997, also for no
consideration, and will be entitled to exercise an
option for 5,761 shares awarded on March 19, 1997,
pursuant to the Stock Option Plan.
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(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 (Incorporated by reference
to Schedule 13D Amendment No. 1 filed by Mr. von
Gunten)
2. Recognition and Retention Plan and Trust Award
Agreement (Incorporated by reference to Schedule 13D
Amendment No. 1 filed by Mr. von Gunten)
3. Amendment to 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
January 26, 1999
- -------------------------------------------
Date
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EXHIBIT 3
AMENDMENT TO AWARD AGREEMENT
PURSUANT TO THE PEOPLES FINANCIAL CORPORATION
1997 STOCK OPTION AND INCENTIVE PLAN
THIS AMENDMENT is made to be effective as of April 23, 1998, 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 Stock Option
Committee of the Board of Directors of the COMPANY (the "COMMITTEE") has
awarded an option to acquire common shares of the COMPANY, no par value per
share (the "COMMON SHARES"), to the OPTIONEE upon the terms and conditions
set forth in an agreement dated March 19, 1997 (the "AGREEMENT");
WHEREAS, the Board of Directors of the COMPANY and the COMMITTEE have
determined to make adjustments to the terms of such option in accordance
with Section 9 of the PLAN as a result of a return of capital paid to the
shareholders of the COMPANY in September 1997;
WHEREAS, the OPTIONEE has determined to consent to such adjustments;
and
WHEREAS, the COMPANY and the OPTIONEE desire to express agreement upon
the terms of the option as so adjusted;
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. The number of common shares of PFC subject to the option shall be
adjusted to 28,806 common shares;
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2. Subject to the provisions of the PLAN and the other provisions of
the AGREEMENT, the option shall be exercisable in accordance with
the following schedule:
Number of Shares
Date First Exercisable
March 19, 1998 5,761
March 19, 1999 5,761
March 19, 2000 5,761
March 19, 2001 5,761
March 19, 2002 5,762
3. The exercise price of the option shall be adjusted to $12.41; and
4. All other terms and conditions of the option, as set forth in the
PLAN and the AGREEMENT, shall continue in full force and effect.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this
__ day of April, 1998.
PEOPLES FINANCIAL CORPORATION
-----------------------------------------
By: _____________________________________
Its: __________________________
OPTIONEE
-----------------------------------------
Paul von Gunten
