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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
No. 1
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 are incorporated by
reference to the Company's Registration Statement on Form S-4,
File No. 99652733, filed on June 25, 1999.
(b) Pro forma financial information.
Pro forma statements of income reflecting the combined
operations of the entities for the latest fiscal year are
incorporated by reference to the Company's Registration
Statement on Form S-4, File No. 99652733, filed on June 25,
1999.
The following pro forma statements of income reflect
the combined operations of the entities for the interim period
ended September 30, 1999.
<TABLE>
<CAPTION>
PSB BANCORP, INC.
CONSOLIDATED STATEMENT OF INCOME
First Bank of Philadelphia PSB Bancorp, Inc. Consolidated
Nine Months Ended Nine Months Ended Nine Months Ended
30-Sep 30-Sep 30-Sep
1999 1999 1998
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C>
Interest income
Interest on Income $ 3,967 $ 5,584 $ 9,551
Mortgage-based securities - 1,831 1,831
Investment securities 22 959 581
Tax-exempt interest - 107 107
Interest-earning deposits 192 606 798
Total interest income 4,181 9,087 13,268
Interest expense
Interest on deposits 2,137 4,099 6,216
Interest - other - 301 301
Total interest expense 2,137 4,400 6,537
Net interest income 2,044 4,687 6,731
Provision for loan losses - - -
Net interest income after provision
For loan losses 2,044 4,687 6,731
Noninterest income
Gain on sale of loans 391 391
Loan fees 74 74
Service charges 313 313
Rental income 32 32
Other income 43 13 55
Total noninterest income 43 823 866
Noninterest Expenses
Corporation and employee benefits 557 2,054 2,611
Premises and occupancy costs 412 519 936
Federal Insurance premiums 59 59
Data processing 123 123
Advertising 94 94
Directors' Fees 151 151
Stationery, printing and postage 96 96
Expenses of real estate owned 238 238
Other 491 660 1,151
Total noninterest expenses 1,465 3,994 5,459
Income before provision for income issues 622 1,516 2,138
Provisions for federal and state income taxes
Current 260 481 221
Deferred tax (benefit)
Total income tax provision 481 221
Net Income $ 882 $ 1,015 $ 1,917
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</TABLE>
(c) Exhibits.
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.)*
*Previously filed
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: January 21, 2000 /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.)*
*Previously filed
01/21/00/SL1 37488v1/06016.006
