SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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 19, 2000
----------------------------------------------------
(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: 118,721
8. SHARED VOTING POWER: 3,000
9. SOLE DISPOSITIVE POWER: 107,638
10. SHARED DISPOSITIVE POWER: 3,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
121,728
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
9.56%
14. TYPE OF REPORTING PERSON:
IN
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Item 1. Security and Issuer.
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Common shares, no par value
Peoples Financial Corporation
211 Lincoln Way East
Massillon, Ohio 44646
Item 2. Identity and Background.
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(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.
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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 shares through
his 401(k) plan account, 31,090 of which remained in his
401(k) account at January 19, 2000, 11,083 shares pursuant to
the Peoples Financial Corporation Employee Stock Ownership
Plan (the "ESOP"), 9,540 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 8,240
shares pursuant to the Stock Option Plan.
Item 4. Purpose of Transaction.
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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:
(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;
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(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.
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(a) Mr. von Gunten beneficially owns 121,728 shares,
which is 9.56% of the total issued and outstanding
common shares of the issuer.
(b) Mr. von Gunten has sole voting and dispositive power
with respect to 107,6380 shares, sole voting but not
dispositive power with respect to 11,083 shares, and
shared voting and dispositive power with respect to
3,000 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, 1999,) for no consideration. In
addition, on March 19, 2000, 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 8,240 shares awarded on March
19, 1997, pursuant to the Stock Option Plan.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
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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.
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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 (Incorporated by reference to
Schedule 13D Amendment No. 2 filed by Mr. von Gunten)
4. Second Amendment to Award Agreement
Signature
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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
1.18.00
Date
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EXHIBIT 4
SECOND 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 December 15, 1999, 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") 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 made
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, as set forth in an Amendment to Award Agreement Pursuant to
Peoples Financial Corporation 1997 Stock Option and Incentive Plan (the "FIRST
AMENDMENT");
WHEREAS, the OPTIONEE has agreed to a reduction in the number of shares
subject to the option to reduce his share ownership to be within the limitations
of Article Seventh of the Articles of Incorporation of the COMPANY; 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 14,001 common shares;
2. Subject to the provisions of the PLAN and the other provisions of
the AGREEMENT, as amended by the First Amendment, 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 2,479
3. All other terms and conditions of the option, as set forth in the
PLAN and the AGREEMENT, as amended by the FIRST AMENDMENT, shall continue in
full force and effect.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this
15th day of December, 1999.
PEOPLES FINANCIAL CORPORATION
By: /s/Vince E. Stephan
Vince E. Stephan
Its: CHAIRMAN
OPTIONEE
/s/Paul von Gunten
Paul von Gunten
