SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
May 28, 1998
PEOPLES-SIDNEY FINANCIAL CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 0 - 22223 31-1499862
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) No.)
101 E. Court Street, Sidney, Ohio 45365
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (937) 492-6129
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On May 28, 1998, Peoples-Sidney Financial Corporation issued the
attached press release announcing the payment of a cash dividend, its intention
to repurchase up to 5% of its outstanding stock and that shareholders had
approved the Company's proposals to create stock based incentive plans.
The Exhibits referred to in Item 5 of this Report and listed on the
accompanying Exhibit Index are filed as part of this Report and are incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits:
Exhibit 99 - Press release dated May 28, 1998
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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 hereunto duly authorized.
PEOPLES-SIDNEY FINANCIAL CORPORATION
Date: June 2, 1998 By: /S/ DOUGLAS STEWART
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Douglas Stewart
President and Chief Executive
Officer
NEWS RELEASE
FOR IMMEDIATE RELEASE Contact: Douglas Stewart
President
(937) 492-6129
Date: May 28, 1998
PEOPLES-SIDNEY FINANCIAL CORPORATION
ANNOUNCES RETURN OF CAPITAL, STOCK REPURCHASE PROGRAM,
AND APPROVAL OF BENEFIT PLANS
SIDNEY, OHIO, May 26, 1998 - Peoples-Sidney Financial Corporation
(NASDAQ: "PSFC") declared a special cash distribution in the amount of $4.00 per
share to each shareholder of record on June 11, 1998, with a payable date of
June 26, 1998. Management expects that a portion of the distribution will be a
non-taxable return of capital, and the exact amount that will be considered
non-taxable will be announced by the company after the conclusion of its
operating results for 1998.
The company also announced its intention today to commence the
repurchase up to 5% of its outstanding shares in the open market over the next
twelve-months. The repurchase program is expected to commence after July 1,
1998. These shares will be purchased at prevailing market prices from time to
time over a twelve-month period depending upon market conditions. Repurchase of
these shares are subject to the Office of Thrift Supervision approval.
The Company also announced that shareholders had overwhelmingly
approved the Company's proposals to create stock-based incentive plans, which
initially will take the form of options and restricted stock, and which will
further align the interests of management with the interest of the Company's
shareholders.
Douglas Stewart, President of the Company, indicated that the Board of
Directors approved the special cash distribution and the repurchase program in
view of the current price level of the Company's common stock and the strong
capital position of the Company's subsidiary, Peoples Federal Savings and Loan
Association of Sidney. Mr. Stewart stated that "we believe that the special cash
distribution is in the best interest of the Company and its shareholders and
that the repurchase of our shares represents an attractive investment
opportunity. The repurchased shares will become treasury shares and will be used
for general corporate purchases, including the issuance of shares in connection
with grants and awards under the Company's stock based benefit plans."
<PAGE>
Over the past three months, the shares traded between $17.50 and
$20.00. At March 31, 1998, the Company had $105 million in assets and
stockholders' equity of $26 million. On such date the Company had 1,785,375
shares outstanding.
