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):
November 6, 1997
Progressive Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0- To Be Applied For
(State or other (Commission File (I.R.S. Employer
jurisdiction of No.) Identification No.)
incorporation)
Registrant's telephone number, including area code:
(309) 347-5101
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
After the close of business on November 6, 1997, Progressive
Bancorp, Inc. (the "Company") became a savings bank holding
company in accordance with the terms of an Agreement and Plan of
Reorganization, dated February 26, 1997 (the "Agreement"), by and
between Pekin Savings, s.b. (the "Bank") an Illinois-chartered
stock savings bank, Pekin Interim Savings Bank ("Interim"), an
Illinois-chartered stock savings bank and the Company, a
Delaware-chartered stock corporation. Pursuant to the Agreement:
(1) the Company was organized as a wholly owned subsidiary of the
Bank; (2) Interim was organized as a wholly owned subsidiary of
the Company; (3) Interim merged with and into the Bank, with the
Bank as the surviving institution, and (4) upon such merger, (i)
the outstanding shares of common stock, par value $1.00 per
share, of the Bank became, by operation of law, on a one-for-one
basis, common stock, par value $.01 per share, of the Company,
(ii) the common stock of Interim held by the Company was
converted into common stock of the Bank and (iii) the common
stock of the Company held by the Bank was canceled. Accordingly,
the Bank became a wholly owned subsidiary of the Company and the
shareholders of the Bank became shareholders of the Company.
The Common Stock of the Bank was previously registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), with the Federal Deposit Insurance
Corporation. Pursuant to Rule 12g-3 promulgated under the
Exchange Act, the Company's Common Stock is deemed automatically
registered under the Exchange Act. In addition, the Common Stock
of the Company has been substituted for the Common Stock of the
Bank on the Nasdaq OTC Bulletin Board under the symbol "PEKS."
Item 7. Financial Statements, Pro Forma Financial Information,
and Exhibits
Please see the Index of Exhibits attached.
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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.
PROGRESSIVE BANCORP, INC.
DATE: December 30, 1997 By: \s\ Arthur E. Krile, Jr.
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Arthur E. Krile, Jr.
President and Chief Executive
Officer
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EXHIBIT INDEX
The following Exhibits are filed as part of this report:
Exhibit 2 Agreement and Plan of Reorganization*
Exhibit 3.1 Certificate of Incorporation of Progressive
Bancorp, Inc.*
Exhibit 3.2 Bylaws of Progressive Bancorp, Inc.*
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*previously filed
