<PAGE>
As filed with the Securities and Exchange Commission on May 14, 1998
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
Amendment No. 5
to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(INCLUDING EXHIBITS)
---------------------
PSB BANCORP, INC.
(Exact name of registrant in its charter)
<TABLE>
<CAPTION>
Pennsylvania 6035 23-2930740
<S> <C> <C>
(State or other jurisdiction of (Primary SIC No.) (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
Eleven Penn Center, Suite 2601
1835 Market Street
Philadelphia, PA 19103
(215) 979-7900
(Address and telephone number of principal executive offices and place of
business)
---------------------
Anthony DiSandro
President and Chief Operating Officer
Eleven Penn Center, Suite 2601
1835 Market Street
Philadelphia, PA 19103
(215) 979-7900
(Name, address and telephone number of agent for service)
---------------------
Copies of all communications to:
Jeffrey P. Waldron, Esquire John F. Breyer, Jr., Esquire
Stevens & Lee Aaron M. Kaslow, Esquire
One Glenhardie Corporate Center Breyer & Aguggia
1275 Drummers Lane 1300 I Street, N.W.
P.O. Box 236 Suite 470 East
Wayne, PA 19087 Washington, DC 20005
(610) 964-1480 (202) 737-7900
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this registration statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 426(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
---------------------
The registrant hereby amends this Registration Statement on such date as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
Calculation of Registration Fee
<TABLE>
<CAPTION>
=====================================================================================================
Title
of Each Proposed Proposed
Class of Maximum Maximum Amount
Securities Amount Proposed Aggregate of
Being Being Offering Offering Registration
Registered Registered Price Price Fee
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
Common Stock, no Par
Value ................. 1,851,500(1) $ 10.00(1) $18,515,000(1) $ 5,610.61
- -----------------------------------------------------------------------------------------------------
Common Stock, no Par
Value ................. 1,713,198(2) $ 25.75(2) $14,919,292(2) $ 4,521.00
- -----------------------------------------------------------------------------------------------------
Total .................. 3,564,698 -- 33,434,292 $ 10,131.61
- -----------------------------------------------------------------------------------------------------
Participation interests 143,037 -- -- (3)
=====================================================================================================
</TABLE>
- --------------------------------------------------------------------------------
(1) As to the shares of Common Stock to be issued in the Conversion Offerings,
the Purchase Price has been estimated solely for purposes of calculating
the registration fee pursuant to Rule 457(a) of the Securities Act of 1933
(the "1933 Act"). The actual number of shares to be issued and sold is
subject to adjustment based upon the estimated pro forma market value of
the registrant and market and financial conditions.
(2) The offering price of shares of Common Stock issued to security holders in
exchange for shares of Savings Bank Common Stock for purposes of the
filing fee shall be calculated pursuant to Rule 457(f)(1) and Rule 457(c)
of the 1933 Act based on the average of the bid and asked price of Savings
Bank Common Stock on October 6, 1997 multiplied by the number of shares of
Savings Bank Common Stock to be received by the registrant.
(3) The securities of PSB Bancorp, Inc. to be purchased by Pennsylvania Savings
Bank 401(k) Plan are included in the amount shown for Common Stock.
Accordingly, pursuant to Rule 457(h) of the Act, no separate fee is
required for the participation interests. Pursuant to such rule, the
amount being registered has been calculated on the basis of the number of
shares of Common Stock that may be purchased with the current assets of
such Plan.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988 provide that the Holding Company may indemnify any officer or director
acting in his capacity as a representative of the Holding Company who was, is,
or is threatened to be made a party to any action or proceeding against
expenses, judgments, penalties, fines and amounts paid in settlement in
connection with such action or proceeding whether the action was instituted by
a third party or arose by or in the right of the Holding Company (a derivative
action). Generally, the only limitation on the ability of the Holding Company
to indemnify its officers and directors is if the act violates a criminal
statute (unless the person had no reasonable cause to believe his conduct was
unlawful) or if the officer or director did not act in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests
of the corporation. Indemnification is not permitted in a derivative action if
the officer or director in question has been adjudged liable to the
Corporation, unless such indemnification is approved by the court.
The Holding Company's Bylaws provide a right to indemnification to the
full extent permitted by law, for expenses (including attorney's fees),
damages, punitive damages, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by any director or officer whether
or not the indemnified liability arises or arose from any threatened, pending
or completed proceeding by or in the right of the Holding Company (a derivative
action) by reason of the fact that such director or officer is or was serving
as a director, officer, employee or agent of the Holding Company or, at the
request of the Holding Company, as a director, officer, partner, fiduciary or
trustee of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise. The Holding Company's Bylaws provide for the
advancement of expenses to an indemnified party upon receipt of an undertaking
by the party to repay those amounts if it is finally determined that the
indemnified party is not entitled to indemnification.
The Holding Company's Bylaws authorize the Holding Company to take steps
to ensure that all persons entitled to the indemnification are properly
indemnified, including, if the Board of Directors so determines, purchasing and
maintaining insurance. As of the date of this Prospectus, no such insurance has
been purchased.
Item 25. Other Expenses of Issuance and Distribution
The estimated expenses payable by the Holding Company in connection with
the issuance and distribution of the securities being registered (other than
underwriting discounts and commissions and the Underwriter's non-accountable
expense allowance) are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee ......... $ 10,131.61
Edgar, printing, copying, postage, mailing .................. 60,000.00
Appraisal/business plan fees and expenses ................... 30,000.00
Securities marketing fees ................................... 100,000.00
Securities marketing firm legal fees ........................ 30,000.00
Data processing fees and expenses ........................... 7,000.00
Legal fees and expenses ..................................... 150,000.00
Accounting fees and expenses ................................ 75,000.00
Blue Sky fees and expenses (including legal fees) ........... 7,000.00
Total ..................................................... $ 475,000.00
</TABLE>
II-1
<PAGE>
Item 26. Recent Sales of Unregistered Securities
Within the past three years no securities of the Holding Company have been
sold without registration under the Securities and Exchange Act of 1933 (the
"Act"), as amended.
Item 27. Exhibits
(a) Exhibits:
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
- --------- ------------------------------------------------------------------------------------ -------
<S> <C> <C>
1.1* Form of Agency Agreement.
2* PSB Mutual Holding Company and Pennsylvania Savings Bank Plan of Conversion
From Mutual Holding Company to Stock Holding Company and Agreement and Plan of
Reorganization.
3.1* Articles of Incorporation of PSB Bancorp, Inc.
3.2* Bylaws of PSB Bancorp, Inc.
4.1* Specimen Stock Certificate representing the Common Stock of PSB Bancorp, Inc.
5.1* Opinion of Stevens & Lee regarding legality of securities being registered.
5.2* Subscription Rights Letter of RP Financial, L.C.
8.1 Opinion of Stevens & Lee regarding certain tax matters.
10.1* Pennsylvania Savings Bank Retirement Plan.
10.2* Pennsylvania Savings Cash or Deferred Profit Sharing Plan.
10.3* Pennsylvania Savings Bank Profit Sharing Plan.
10.4* Employment Agreement with Vincent J. Fumo.
10.5* Employment Agreement with Anthony DiSandro.
10.6* Pennsylvania Savings Bank Employee Stock Ownership Plan.
10.7* Lease Agreement between Eleven Colonial Penn Plaza Associates and Pennsylvania
Savings Bank, dated as of October 10, 1995.
10.8* Lease Agreement between Eleven Colonial Penn Plaza Associates and Pennsylvania
Savings Bank, dated as of October 12, 1995.
21.1* Schedule of Subsidiaries.
23.1* Form of Consent of Stevens & Lee (included in its opinion filed as Exhibit 5.1).
23.2* Consent of Stockton Bates & Co., P.C.
23.3* Consent of RP Financial, LC.
23.4* Consent of James W. Eastwood
24.1* Power of Attorney (included on signature page).
27.1* Financial Data Schedule.
99.1* Appraisal Agreement with RP Financial, LC.
99.2* Appraisal Report of RP Financial, LC.
99.3* Updated Appraisal Report of RP Financial, L.C.
99.4* Order and Acknowledgment Form (contained in the marketing materials included herein
as Exhibit 99.5).
99.5* Solicitation and Marketing Materials.
99.6* Proxy Statement for Special Meeting of Members of PSB Mutual Holding Company.
99.7* Proxy Statement for Special Meeting of Pennsylvania Savings Bank.
</TABLE>
- ------------
*Previously filed.
II-2
<PAGE>
Item 28. Undertakings.
The Undersigned registrant hereby undertakes to:
(1) file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) include any prospectus required by section 10(a)(3) of the
Securities Act.
(ii) reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information set forth in the Registration Statement, and
(iii) include any additional or changed material information on the
plan of distribution;
(2) for determining liability under the Act, treat each such
post-effective amendment as a new registration of the securities offered
and the offering of such securities at that time to be the initial bona
fide offering; and
(3) file a post-effective amendment to remove from registration any of
the securities that remain unsold at the termination of this offering.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes: (12) to provide to the
underwriters at the closing specified in the underwriting agreement
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser; (2) that for the
purpose of determining any liability under the Act, treat the information
omitted from the form of prospectus filed as part of this Registration
Statement in reliance upon Rule 430A, and contained in a prospectus filed by
the Registrant pursuant to Rule 424(b)(1) or (4) or 497(b) under the Act as a
part of this Registration Statement as of the time the Securities and Exchange
Commission declares it effective and (3) that for the purpose of determining
any liability under the Act, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement for the
securities offered in the Registration Statement therein and that the offering
of the securities at that time is the initial bona fide offering of those
securities.
II-3
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Amendment No. 4 to Form S-1 and has
authorized this Registration Statement to be signed on its behalf by the
undersigned, in the City of Philadelphia, Commonwealth of Pennsylvania on May
14, 1998.
PSB BANCORP, INC.
By /s/ Anthony DiSandro
----------------------------------------
Anthony DiSandro
Chairman and Chief Operating
Officer
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Vincent J. Fumo Chairman, Chief Executive Officer May 14, 1998
- --------------------------- and Director
Vincent J. Fumo
/s/ Anthony DiSandro* President and Chief Operating May 14, 1998
- --------------------------- Officer
Anthony DiSandro
/s/ Gary Polimeno Vice President and Treasurer May 14, 1998
- --------------------------- (Principal Accounting and
Gary Polimeno Financial Officer)
/s/ Jane Scaccetti Fumo Director May 14, 1998
- ---------------------------
Jane Scaccetti Fumo
/s/ Roseanne Pauciello Director May 14, 1998
- ---------------------------
Roseanne Pauciello
</TABLE>
*Attorney-in-fact
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
------ ----------- ------
<S> <C> <C>
1.1* Form of Agency Agreement.
2* PSB Mutual Holding Company and Pennsylvania Savings Bank Plan of
Conversion From Mutual Holding Company to Stock Holding Company
and Agreement and Plan of Reorganization.
3.1* Articles of Incorporation of PSB Bancorp, Inc.
3.2* Bylaws of PSB Bancorp, Inc.
4.1* Specimen Stock Certificate representing the Common Stock of PSB Ban-
corp, Inc.
5.1* Opinion of Stevens & Lee regarding legality of securities being registered.
5.2* Subscription Rights Letter of RP Financial, L.C.
8.1 Opinion of Stevens & Lee regarding certain tax matters.
10.1* Pennsylvania Savings Bank Retirement Plan.
10.2* Pennsylvania Savings Cash or Deferred Profit Sharing Plan.
10.3* Pennsylvania Savings Bank Profit Sharing Plan.
10.4* Employment Agreement with Vincent J. Fumo.
10.5* Employment Agreement with Anthony DiSandro.
10.6* Pennsylvania Savings Bank Employee Stock Ownership Plan.
10.7* Lease Agreement between Eleven Colonial Penn Plaza Associates and
Pennsylvania Savings Bank, dated as of October 10, 1995.
10.8* Lease Agreement between Eleven Colonial Penn Plaza Associates and
Pennsylvania Savings Bank, dated as of October 12, 1995.
21.1* Schedule of Subsidiaries.
23.1* Form of Consent of Stevens & Lee (included in its opinion filed as Exhibit
5.1).
23.2* Consent of Stockton Bates & Co., P.C.
23.3* Consent of RP Financial, LC.
23.4* Consent of James W. Eastwood
24.1* Power of Attorney (included on signature page).
27.1* Financial Data Schedule.
99.1* Appraisal Agreement with RP Financial, LC.
99.2* Appraisal Report of RP Financial, LC.
99.3* Updated Appraisal Report of RP Financial, L.C.
99.4* Order and Acknowledgment Form (contained in the marketing materials
included herein as Exhibit 99.5).
99.5* Solicitation and Marketing Materials.
99.6* Proxy Statement for Special Meeting of Members of PSB Mutual Holding
Company.
99.7* Proxy Statement for Special Meeting of Pennsylvania Savings Bank.
</TABLE>
- ------------
*Previously filed.
<PAGE>
Direct Dial
(717) 399-6629
May 14, 1998
Board of Directors
Pennsylvania Savings Bank
Eleven Penn Center, Suite 2601
1835 Market Street
Philadelphia, PA 19103
Re: Acquisition of Pennsylvania Savings Bank
By PSB Bancorp, Inc.
Ladies and Gentlemen:
You have requested our opinion as to material federal and Pennsylvania
income tax consequences of the transactions contemplated by the Plan of
Conversion From Mutual Holding Company to Stock Holding Company and Agreement
and Plan of Reorganization, as originally adopted by the Boards of Directors of
PSB Mutual Holding Company, Philadelphia, Pennsylvania ("MHC"), a
Pennsylvania-chartered mutual holding company, and Pennsylvania Savings Bank,
Philadelphia, Pennsylvania (the "Savings Bank"), a Pennsylvania-chartered
savings bank, on July 17, 1997, as thereafter amended according to its terms
(the"Plan"), pursuant to which the Savings Bank will become a wholly-owned
subsidiary of a stock holding company, PSB Bancorp, Inc. (the "Holding
Company"), which was organized on October 3, 1997, at the direction and as a
subsidiary of the Savings Bank to become the holding company for the Savings
Bank.
On the effective date, as provided in Section X of the Plan, the
Savings Bank will become a wholly-owned subsidiary of the Holding Company upon
consummation of the transactions described below (collectively, the "Conversion
and Reorganization"),which shall occur consecutively and essentially
simultaneously:
<PAGE>
Board of Directors
Pennsylvania Savings Bank
May 14, 1998
Page 2
(1) The MHC Merger. The MHC will convert into an interim state stock
savings bank ("Interim A") and merge with and into the Savings Bank, with the
Savings Bank as the surviving entity (the "MHC Merger"). As a result of the MHC
Merger, (a) the Savings Bank Common Stock held by the MHC will be cancelled, (b)
certain "Eligible Account Holders" (as defined in the Plan) and "Supplemental
Eligible Account Holders" (as defined in the Plan) of the Savings Bank will be
granted ratable interests in the liquidation account to be established by the
Savings Bank, as described in Section XIV of the Plan, (c) the separate
existence of the MHC will cease, and (d) holders of Savings Accounts in the
Savings Bank will cease to have any voting rights in or with respect to the MHC
or the Savings Bank.
(2) The Savings Bank Merger. PSB Interim B Savings Bank, a transitory
state stock savings bank formed as a wholly-owned subsidiary of the Holding
Company ("Interim B"), will merge with and into the Savings Bank, with the
Savings Bank as the surviving entity (the "Savings Bank Merger"). As a result of
the Savings Bank Merger, (a) the shares of Holding Company Common Stock held by
the Savings Bank will be cancelled, (b) the shares of common stock of Interim B
held by the Holding Company will be converted on a one-to-one basis into shares
of Savings Bank Common Stock, which will result in the Savings Bank becoming a
wholly-owned subsidiary of the Holding Company, (c) the separate existence of
Interim B will cease, and (d) the "Public Shareholders" (as defined in the Plan)
who own Savings Bank Common Stock will exchange their shares of Savings Bank
Common Stock for shares of Holding Company Common Stock based upon the "Exchange
Ratio," as defined and provided in the Plan. In addition, all options to
purchase shares of Savings Bank Common Stock that are outstanding immediately
prior to consummation of the Conversion and Reorganization will be converted
into options to purchase shares of Holding Company Common Stock.
<PAGE>
Board of Directors
Pennsylvania Savings Bank
May 14, 1998
Page 3
Upon consummation of the Conversion and the Reorganization, all of the
Savings Bank Common Stock will be owned by the Holding Company, and the Public
Shareholders who exchanged Savings Bank Common Stock for Holding Company Common
Stock will own approximately the same percentage of the Holding Company Common
Stock as the percentage of the Savings Bank Common Stock owned by them
immediately prior to the exchange, except for (a) any cash paid in lieu of any
fractional interests of Holding Company Common Stock, (b) any shares of
"Conversion Stock" (as defined in the Plan) purchased by the Public Shareholders
and other subscribers in the Offerings described in the Plan, and (c) any shares
of Savings Bank Common Stock with respect to which the holder exercises
statutory appraisal rights.
Upon consummation of the Conversion and the Reorganization, (a) all
Savings Accounts in the Savings Bank shall have the same status as existed prior
to the Conversion and the Reorganization, (b) all loans granted by the Savings
Bank shall have the same status as existed prior to the Conversion and the
Reorganization, and (c) the Savings Bank will establish the liquidation account
described in Section XIV of the Plan for the benefit of Eligible Account Holders
and Supplemental Eligible Account Holders who retain their Savings Accounts in
the Savings Bank. In addition, the Holding Company will issue rights (the
"Subscription Rights"), without charge, to purchase at the uniform price of
$10.00 per share (the "Purchase Price"), shares of Holding Company Common
Stock (the "Conversion Stock") in a subscription offering (the "Subscription
Offering"). The Subscription Rights will be nontransferable, non-negotiable,
personal rights to purchase at the Purchase Price shares of Conversion Stock
offered for sale in the Subscription Offering, and will be issued to Eligible
Account Holders, Tax-Qualified Employee Stock Benefit Plans of the Savings Bank
or the Holding Company and Supplemental Eligible Account Holders in the
priorities established for the purchase of Conversion Stock in the Plan.
<PAGE>
Board of Directors
Pennsylvania Savings Bank
May 14, 1998
Page 4
This opinion is being furnished pursuant to Section IV.G. of the Plan.
All capitalized terms herein have the meanings assigned to them in the Plan,
except as otherwise specified herein.
In connection with our opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the Plan, the exhibits thereto, including the Articles and Plan of Merger for
the MHC Merger and the Articles and Plan of Reorganization for the Savings Bank
Merger, and such other documents as we have deemed necessary or appropriate for
the opinions set forth below. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, and the authenticity of such latter
documents. As to any facts material to this opinion, we have relied upon the
foregoing documents and upon statements and representations of officers (which
statements and representations we have neither investigated or verified)
contained in the certificate of an officer of the MHC and the Savings Bank
provided to us and dated May 14, 1998, and have assumed that such certificate
will be complete and accurate as of the effective date of the Conversion and
Reorganization. The opinions expressed herein are conditioned on the initial and
continuing accuracy of the facts, information, and representations contained in
the aforesaid documents or otherwise referred to above.
<PAGE>
Board of Directors
Pennsylvania Savings Bank
May 14, 1998
Page 5
In preparing our opinion, we have considered applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
regulations, pertinent judicial authorities, interpretive rulings of the
Internal Revenue Service, private letter rulings issued by the Internal Revenue
Service to other taxpayers in comparable transactions (which may not be used or
cited as precedent), the Pennsylvania Tax Reform Code of 1971, as amended, and
such other authorities as we have deemed relevant. In our judgment, the
following opinions address all material federal income tax consequences of the
Conversion and Reorganization and investment in the Common Stock.
Based solely upon the foregoing and upon the assumptions set forth
herein, and subject to the qualifications and caveats set forth herein, we are
of the opinion that, under present law, for federal income tax purposes:
(1) The conversion of the MHC from a mutual holding company to a
state-chartered interim stock savings bank (Interim A) and its simultaneous
merger with and into the Savings Bank, with the Savings Bank as the surviving
entity, will qualify as one or more reorganizations within the meaning of
Section 368(a) of the Code;
<PAGE>
Board of Directors
Pennsylvania Savings Bank
May 14, 1998
Page 6
(2) No gain or loss will be recognized by the Savings Bank upon the
receipt of the assets of the MHC in the MHC Merger;
(3) The merger of Interim B with and into the Savings Bank, with the
Savings Bank as the surviving entity, will qualify as a reorganization within
the meaning of Section 368(a)(1)(A) and (a)(2)(E) of the Code;
(4) No gain or loss will be recognized by Interim B upon the transfer
of its assets to the Savings Bank in the Savings Bank Merger;
(5) No gain or loss will be recognized by the Savings Bank upon the
receipt of the assets of Interim B in the Savings Bank Merger;
(6) No gain or loss will be recognized by the Holding Company upon the
receipt of Savings Bank Common Stock from the Public Shareholders solely in
exchange for Holding Company Common Stock in the Savings Bank Merger;
(7) No gain or loss will be recognized by the Public Shareholders upon
the receipt of Holding Company Common Stock (including any fractional share
interests) from the Holding Company solely in exchange for Savings Bank Common
Stock in the Savings Bank Merger;
<PAGE>
Board of Directors
Pennsylvania Savings Bank
May 14, 1998
Page 7
(8) The basis of the Holding Company Common Stock (including any
fractional share interests) to be received by the Public Shareholders in the
Savings Bank Merger (the "Exchange Shares") will be the same as the basis of the
Savings Bank Common Stock surrendered in exchange therefor (the "Public Savings
Bank Shares"), before giving effect to any payment of cash in lieu of fractional
Exchange Shares;
(9) The holding period of the Exchange Shares to be received by the
Public Shareholders will include the holding period of the Public Savings Bank
Shares surrendered in exchange therefor, provided the Public Savings Bank Shares
were held as a capital asset on the date of the exchange;
(10) No gain or loss will be recognized by the Holding Company upon the
sale of shares of Conversion Stock in the Offerings;
(11) The Eligible Account Holders and Supplemental Eligible Account
Holders will recognize gain, if any, upon the issuance to them on consummation
of the Conversion and Reorganization of withdrawable savings accounts in the
Savings Bank, ratable interests in the liquidation account to be established by
the Savings Bank and Subscription Rights to purchase Conversion Stock, but only
to the extent of the value, if any, of the Subscription Rights; and
<PAGE>
Board of Directors
Pennsylvania Savings Bank
May 14, 1998
Page 8
(12) The basis to the holders of Conversion Stock purchased in the
Offerings will be the amount paid therefor, plus, in the case of shares
purchased in the Subscription Offering, the basis, if any, of the Subscription
Rights exercised by the holder to acquire such shares, and the holding period
for the Conversion Stock will begin on the date of purchase for shares acquired
pursuant to the exercise of Subscription Rights in the Subscription Offering, or
on the day following the date of purchase for shares acquired in the Direct
Community Offering or the Syndicated Community Offering.
We are also of the opinion that, for Pennsylvania tax purposes: (a) the
Savings Bank will not recognize any net income or net loss for purposes of the
Mutual Thrift Institutions Tax solely as a result of the Conversion and the
Reorganization, provided the Savings Bank does not recognize any net income or
net loss under generally accepted accounting principles, applied as required by
the law imposing such tax; and (b) the Eligible Account Holders, Supplemental
Eligible Account Holders, and the Holding Company will not recognize any gain or
loss for Pennsylvania income tax purposes, solely as a result of consummation of
the transactions constituting the Conversion and the Reorganization, provided
that the Eligible Account Holders, Supplemental Eligible Account Holders and the
Holding Company do not recognize any gain or loss for federal income tax
purposes solely as a result of such transactions. Nevertheless, it is likely
that the Eligible Account Holders and Supplemental Eligible Account Holders will
recognize gain for Pennsylvania income tax purposes upon the receipt of
Subscription Rights to the same extent, if any, that such account holders are
required to recognize gain upon the receipt of Subscription Rights for federal
income tax purposes.
<PAGE>
Board of Directors
Pennsylvania Savings Bank
May 14, 1998
Page 9
We call to your attention that, notwithstanding our opinions concerning
the tax effects of the Conversion and the Reorganization: (a) the Savings Bank
could be required to recognize gain in connection with the distribution of
Subscription Rights if and to the extent, if any, that the Subscription Rights
are determined to have any ascertainable value; and (b) any payments of cash in
lieu of fractional share interests of Holding Company Common Stock in the
Savings Bank Merger will be treated as if the fractional share interests were
distributed as part of such merger and then redeemed by the Holding Company.
Such cash payments will be treated as having been received as distributions in
full payment in exchange for the fractional share interests redeemed, as
provided in Section 302(a) of the Code.
We also call to your attention the fact that certain portions of this
opinion relating to the treatment of Savings Bank shareholders may not be
applicable to persons who received their Savings Bank stock pursuant to the
exercise of employee stock options or otherwise as compensation, or to foreign
persons or persons who, because of their circumstances or status, are subject to
special federal or Pennsylvania income tax treatment.
<PAGE>
Board of Directors
Pennsylvania Savings Bank
May 14, 1998
Page 10
Except as set forth above, we express no other opinion as to the tax
consequences of the transactions constituting the Conversion, the Reorganization
or the Offerings to any party under federal, state, local or foreign laws.
Sincerely,
/s/ STEVENS & LEE
------------------------------
STEVENS & LEE
JP/jbh
