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): July 21, 1999
SHS Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-22901 23-2912920
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State or other jurisdiction Commission (I.R.S. Employer
of incorporation File Number Identification No.)
One North Shore Center, Suite 120, Pittsburgh, Pennsylvania 15212
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (including area code): (412) 231-0809
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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On July 21, 1999, SHS Bancorp, Inc. ("SHS"), a Pennsylvania corporation
headquartered in Pittsburgh, Pennsylvania and ESB Financial Corporation
("ESB"), a Pennsylvania corporation headquartered in Ellwood City,
Pennsylvania, entered into an Agreement and Plan of Reorganization (the
"Agreement") (including an Agreement of Merger) which sets forth the terms and
conditions under which SHS will merge with and into ESB (the "Merger").
The Agreement provides that upon consummation of the Merger, and subject
to certain further terms, conditions, limitations and procedures set forth in
the Agreement, each outstanding share of common stock of SHS ("SHS Common
Stock") (other than (i) shares as to which dissenters' rights have been
asserted and duly perfected in accordance with Pennsylvania law and (ii) any
shares held by SHS (including treasury shares) or ESB or any of their
respective wholly-owned subsidiaries, in each case other than in a fiduciary
capacity) shall, by virtue of the Merger, and without any further action by
the holder thereof, be converted into and represent the right to receive, at
the election of the holder thereof:
(i) 1.30 shares of common stock of ESB ("ESB Common Stock") (the
"Exchange Ratio"), or
(ii) a cash amount equal to $17.80 per share of SHS Common Stock,
subject to an overall requirement that 40% of the total outstanding SHS Common
Stock be exchanged for cash.
SHS can terminate the Agreement if the average price of the ESB Common
Stock during a specified period after receipt of all required regulatory
approvals is less than 80 percent of the market price on the date before the
execution of the Agreement (the "Starting Date") and the percentage decline in
the value of the ESB Common Stock from the Starting Date represents a decline
that is more than 20 percentage points greater than the percentage decrease,
if any, in the index value of the SNL Thrift Index as reported by SNL
Securities. If this is the case ESB can voluntarily elect to revise the
Exchange Ratio and increase the number of shares of ESB Common Stock to be
received by SHS shareholders.
Concurrently with the execution and delivery of the Agreement (i) SHS
entered into a Stock Option Agreement with ESB (the "Stock Option Agreement")
whereby SHS granted to ESB an option to purchase up to 115,000 shares of SHS
Common Stock at a price of $11.00 per share, which is exercisable only upon
the occurrence of certain events and (ii) ESB entered into a stockholders
agreement with executive officers and directors of SHS (the "Stockholders
Agreement") whereby the executive officers and directors of SHS agreed to vote
their shares of SHS Common Stock in favor of the Merger at the meeting of SHS
stockholders to be called to approve the Merger.
Consummation of the Merger is subject to the approval of the stockholders
of SHS and the receipt of all required regulatory approvals, as well as other
customary conditions.
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The Agreement, the Stock Option Agreement, the Stockholders Agreement and
the press release issued by ESB and SHS on July 21, 1999 regarding the Merger
are incorporated herein by reference. The foregoing summaries of the
Agreement, the Stock Option Agreement and the Stockholders Agreement do not
purport to be complete and are qualified in their entirety by reference to
such agreements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are filed with this report:
Exhibit
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2 Agreement and Plan of Reorganization dated as of July 21, 1999
between ESB and SHS (including the related Agreement of Merger
attached as Appendix A thereto) (incorporated by reference to
Exhibit 2.1 of the Form 8-K filed on July 23, 1999 by ESB,
Commission File Number 0-19345)
10.1 Stock Option Agreement, dated as of July 21, 1999, between ESB
(as grantee) and SHS (as issuer) (incorporated by reference to
Exhibit 10.1 of the Form 8-K filed on July 23, 1999 by ESB,
Commission File Number 0-19345)
10.2 Stockholders Agreement, dated as of July 21, 1999 between ESB
and the executive officers and directors of SHS (incorporated by
reference to Exhibit 10.2 of the Form 8-K filed on July 23, 1999
by ESB, Commission File Number 0-19345)
99 Press Release dated July 21, 1999 (incorporated by reference to
Exhibit 99.1 of the Form 8-K filed on July 23, 1999 by ESB,
Commission File Number 0-19345)
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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.
SHS BANCORP, INC.
DATE: July 26, 1999 By: /s/ Thomas F. Angotti
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Thomas F. Angotti
President and Chief Executive Officer
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