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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)
October 12, 1999
PSB BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-24601 23-2930740
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Ident. No.)
11 Penn Center, 1835 Market Street, Philadelphia, PA 19103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215)979-7900
N/A
(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets
On October 12, 1999 (the "Effective Date"), First Bank of
Philadelphia. ("FBKP"), a Pennsylvania-chartered bank, PSB
Bancorp, Inc. ("PSB"), a Pennsylvania corporation and registered
bank holding company, and Pennsylvania Savings Bank, a
Pennsylvania-chartered stock savings bank, (the "Savings
Bank")completed the merger (the "Merger") contemplated by the
Agreement and Plan of Reorganization, dated as of March 19,
1999, among such parties (the "Agreement").
On the Effective Date, pursuant to the Agreement, the
Savings Bank merged with and into FBKP, with FBKP surviving the
Merger, the separate existence of the Savings Bank ceased, and
all property, rights, powers, duties, obligations and
liabilities of the Savings Bank were automatically transferred
to FBKP, in accordance with Pennsylvania law.
In connection with the Merger, the Articles of
Incorporation of FBKP were amended to, among other things,
change the name of FBKP to "First Penn Bank" ("First Penn"). A
copy of the Articles of Merger of which the amended Articles of
Incorporation are contained therein is filed with this Form 8-K
as Exhibit 99.1.
Immediately prior to completion of the Merger, 1,676,875
shares of common stock of FBKP, par value $0.25 per share ("FBKP
Common Stock"), were issued and outstanding and 1,612,500
options for the purchase of FBKP Common Stock ("FBKP
Options")were outstanding and immediately exercisable. On the
Effective Date, each outstanding share of FBKP Common Stock was
automatically converted into 0.857 shares of common stock of
PSB, $1.00 par value ("PSB Common Stock")and each outstanding
FBKP Option was converted into a right to receive .857 shares of
PSB Common Stock. A total of approximately 1,467,265 shares of
PSB Common Stock were issued in the Merger and approximately
1,381,912 options were issued for purchase of PSB Common Stock
("PSB Options"). On the Effective Date, the last reported sale
price of PSB Common Stock was $6.188 per share. The Merger was
treated as a pooling of interests for financial accounting
purposes and as a reorganization for federal tax purposes.
The foregoing summary of the Merger is qualified in its
entirety by reference to the Agreement, which is incorporated
herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Financial Statements of FBKP required by this
Item 7(a) will be filed by an amendment to this Form 8-K not
later than 60 days from the date hereof. PSB expects that the
amendment containing such financial information will be filed on
or prior to November 30, 1999.
(b) Pro forma financial information.
Pro forma financial information required by this
Item 7(b) will be filed by an amendment to this Form 8-K not
later than 60 days from the date hereof. PSB expects that the
amendment containing such pro forma financial information will
be filed on or prior to November 30, 1999.
(c) Exhibits.
Articles of Merger between First Bank of Philadelphia
and Pennsylvania Savings Bank filed with the Pennsylvania
Department of State on October 12, 1999 (Amended Articles of
Incorporation of First Bank are contained therein.)
99.1 Articles of Merger between First Bank of Philadelphia
and Pennsylvania Savings Bank filed with the
Pennsylvania Department of State on October 12, 1999
(Amended Articles of Incorporation of First Bank are
contained therein.)
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.
PSB BANCORP, INC.
Dated: October 29, 1999 /S/ Anthony DiSandro
Anthony DiSandro
President and Chief Operating
Officer
EXHIBIT INDEX
Exhibit
Number Description
2.1 Articles of Merger between First Bank of
Philadelphia and Pennsylvania Savings Bank filed
with the Pennsylvania Department of State on
October 12, 1999 (Amended Articles of
Incorporation of First Bank are contained
therein.)
99.1 Articles of Merger between First Bank of
Philadelphia and Pennsylvania Savings Bank filed
with the Pennsylvania Department of State on
October 12, 1999 (Amended Articles of
Incorporation of First Bank are contained
therein.)
