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
September 19, 2000
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(Date of earliest event reported)
Peoples Community Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-29949 31-1686242
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
11 S. Broadway, Lebanon, Ohio 45036
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(Address of principal executive offices) (Zip Code)
(513) 932-3876
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
Page 1 of 5 Pages
Exhibit Index appears on Page 5
Item 5. Other Events
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On September 19, 2000, Peoples Community Bancorp, Inc. ("Peoples"), a
Delaware corporation headquartered in Lebanon, Ohio, and Market Financial
Corp. ("Market"), an Ohio corporation headquartered in Mount Healthy, Ohio,
entered into an Agreement and Plan of Reorganization (the "Agreement")
(including an Agreement of Merger) which sets forth the terms and conditions
under which Market will merge with and into Peoples (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 share of common stock of Market ("Market Common Stock")
outstanding immediately prior to the effective time of the Merger shall be
cancelled and extinguished. Each of such shares (other than (i) shares as to
which dissenters' rights have been asserted in accordance with Ohio law and
(ii) any shares held by Market (including treasury shares) or Peoples or any
of their respective wholly-owned subsidiaries) 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) the number of shares of common stock of Peoples ("Peoples Common
Stock") which is equal to the quotient, rounded to four decimal places
(the "Exchange Ratio") determined by dividing $13.00 by the daily
average of the closing price per share of Peoples Common Stock, as
reported on the Nasdaq Stock Market's National Market (as reported by an
authoritative source), as of the close of trading for each of the 20
trading days ending at the close of business on the business day
immediately preceding the effective time of the Merger, or
(ii) a cash amount equal to $13.00 per share of Market Common Stock,
subject to an overall requirement that 50% of the total outstanding Market
Common Stock be exchanged for cash.
Consummation of the Merger is subject to the approval of the
stockholders of Market and Peoples and the receipt of all required regulatory
approvals, as well as other customary conditions.
The Agreement and the press release issued by Peoples and Market on
September 19, 2000 regarding the Merger are attached as exhibits to this
report and are incorporated herein by reference. The foregoing summary of the
Agreement does not purport to be complete and is qualified in its entirety by
reference to such Agreement.
Peoples and Market will be filing relevant documents concerning the
Merger with the Securities and Exchange Commission ("SEC"). WE URGE INVESTORS
TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors
will be able to obtain the documents free of charge at the SEC's website,
www.sec.gov. In addition, documents filed with the SEC by Peoples will be
available free of charge from the Secretary of
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Peoples at 11 S. Broadway, Lebanon, Ohio 45036, telephone (513) 932-3876.
Documents filed with the SEC by Market will be available free of charge from
the Secretary of Market at 7522 Hamilton Avenue, Mt. Healthy, Ohio 45231,
telephone (513) 521-9772. INVESTORS SHOULD READ THE JOINT PROXY
STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.
Peoples and Market and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies to approve the
Merger. INFORMATION ABOUT THE PARTICIPANTS MAY BE OBTAINED FROM THE
RESPECTIVE COMPANIES.
This Form 8-K does not constitute an offer of any securities for sale.
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 Number Description
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2.1 Agreement and Plan of Reorganization, dated as
of September 19, 2000, between Peoples and
Market (including the related Agreement of
Merger attached as Exhibit B thereto)
99.1 Press Release dated September 19, 2000
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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 thereunto duly authorized.
PEOPLES COMMUNITY BANCORP, INC.
Date: September 20, 2000 By: /s/ Jerry D. Williams
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Jerry D. Williams
President and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit Number Description
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2.1 Agreement and Plan of Reorganization, dated as
of September 19, 2000, between Peoples and
Market (including the related Agreement of
Merger attached as Exhibit B thereto)
99.1 Press Release dated September 19, 2000
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