PEOPLES FINANCIAL CORP
10QSB, 1996-09-09
STATE COMMERCIAL BANKS
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                                  FORM -10QSB

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

(Mark One)

[X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996

                                      OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ______________ to _____________

Commission File No. 333-02690

   _______________________PEOPLES FINANCIAL CORPORATION____________________
             Exact name of registrant as specified in its charter)

______________Ohio______________                        ______34-1822228_____
(State or other jurisdiction of                           (I.R.S. Employer
incorporation of organization)                          Identification Number)

211 Lincoln Way, East
Massillon, Ohio                                                 44646
- ---------------------                                         ----------
(Address of principal                                         (Zip Code)
executive office)

Registrant's telephone number, including area code: (330) 832-7441

Check  whether  the issuer (1) has filed all  reports  required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.

Yes _____                                              No __X*__

As of September 1, 1996, the latest practicable date, 100 common shares of the
registrant, no par value, were issued and outstanding.

*The registrant's Registration Statement on Form S-1 was declared effective on
July 25, 1996. The registrant has conducted no business except the offering of
its shares  and  preparation  to  acquire  Peoples  Federal  Savings  and Loan
Association  of Massillon.  The financial  information  contained in this Form
10-QSB  is,   therefore,   provided  for  Peoples  Federal  Savings  and  Loan
Association of Massillon.


                              Page 1 of 17 Pages

<PAGE>

                                     INDEX

                         PEOPLES FINANCIAL CORPORATION


                                                                          Page
                                                                         ------
PART I  -  FINANCIAL INFORMATION

           Consolidated Statements of Financial Condition                   3
           Consolidated Statements of Income                                4
           Consolidated Statements of Cash Flows                            5
           Notes to Consolidated Financial Statements                       7
           Management's Discussion and Analysis of
              Financial Condition and Results of Operations                11

PART II -  OTHER INFORMATION                                               16

SIGNATURES                                                                 17







                              Page 2 of 17 Pages

<PAGE>
<TABLE>

                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

   PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION OF MASSILLON AND SUBSIDIARY

                                (In thousands)

                                                              JUNE 30,  SEPTEMBER 30,
   ASSETS                                                       1996        1995
- ----------------                                             ---------- -------------
<S>                                                            <C>       <C>    
Cash and cash equivalents                                      $ 6,041   $ 1,864
Investment securities:
  Available for sale - at market                                 1,544       809
  Held to maturity - at cost - market value of $3,718
    and $7,941 at June 30, 1996 and September 30, 1995           3,687     7,912
Mortgage-backed securities:
  Available for sale - at market                                13,402         0
  Held to maturity - at cost - market value of $9,656
    and $25,820 at June 30, 1996 and September 30, 1995          9,532    26,008
Loans receivable - net                                          41,090    38,021
Federal Home Loan Bank stock - at cost                             722       685
Accrued interest receivable                                        317       375
Premises and equipment - at depreciated cost                     1,530     1,541
Prepaid Federal taxes on income                                     12         0
Other assets                                                       375        92
                                                             -------------------
                   Total Assets                                $78,252   $77,307
                                                             ===================


                         LIABILITIES AND RETAINED EARNINGS
Liabilities:
Deposits                                                       $67,543   $66,564
Accrued expenses and other liabilities                              54       318
Advance payments by borrowers for taxes and insurance                5         0
Federal taxes on income:
  Current                                                            0        33
  Deferred                                                         570       510
                                                             -------------------
                   Total Liabilities                            68,172    67,425
Retained earnings:
  Unrealized gains on securities available for sale,
    net of related tax effects                                     496       504
  Retained earnings, net                                         9,584     9,378
                                                             -------------------
                                                                10,080     9,882
                                                             -------------------
                   Total Liabilities and Retained Earnings .   $78,252   $77,307
                                                             ===================

</TABLE>
                              Page 3 of 17 Pages
<PAGE>
<TABLE>

                       CONSOLIDATED STATEMENTS OF INCOME

   PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION OF MASSILLON AND SUBSIDIARY

                                (In thousands)

                                             THREE MONTHS ENDED   NINE MONTHS ENDED
                                                  JUNE 30             JUNE 30
                                             ------------------   ----------------- 
                                                 1996      1995      1996      1995
                                                ------    ------    ------    ------
<S>                                             <C>       <C>       <C>       <C>  
Interest income:
  Loans receivable                            $   825    $  804   $ 2,393    $2,357
  Mortgage-backed and related securities          398       391     1,206     1,088
  Investment securities                            89       160       359       491
  Deposits                                         85        31       186        92
                                              -------------------------------------
            Total interest income               1,397     1,386     4,144     4,028
Interest expense on deposit accounts              834       813     2,555     2,297
                                              -------------------------------------
            Net interest income                   563       573     1,589     1,731
Provision for loan losses                           0         3       105         3
                                              -------------------------------------
            Net interest income after
              provision for loan losses           563       570     1,484     1,728
Other operating income                              7         5        19        18
                                              -------------------------------------
                                                  570       575     1,503     1,746
Noninterest expense:
  Salaries and employee benefits                  188       159       553       529
  Occupancy and equipment                          56        51       162       141
  Federal deposit insurance premiums               38        37       115       113
  Data processing costs                            18        24        50        65
  Advertising                                       5        24        24        55
  Franchise taxes                                  36        36        89       103
  Directors' fees                                  29        19        58        46
  Other                                            63        61       155       231
                                              -------------------------------------
                                                  433       411     1,206     1,283
                                              -------------------------------------
    Earnings before Federal taxes on income       137       164       297       463
Federal taxes on income:
  Current                                          45        49       114       128
  Deferred                                         (2)        3       (23)       16
                                              -------------------------------------
                                                   43        52        91       144
                                              -------------------------------------
            Net income                        $    94    $  112   $   206    $  319
                                              =====================================


</TABLE>

                              Page 4 of 17 Pages
<PAGE>
<TABLE>


                     CONSOLIDATED STATEMENTS OF CASH FLOWS

   PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION OF MASSILLON AND SUBSIDIARY

                                (In thousands)

                                                             THREE MONTHS ENDED    NINE MONTHS ENDED
                                                                  JUNE 30                JUNE 30
                                                              1996       1995       1996       1995
                                                             -------    -------    -------    -------
<S>                                                           <C>          <C>      <C>          <C>  
Cash flows from operating activities:
  Net income                                                 $    94    $   112    $   206    $   319
  Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depreciation of premises and equipment                        26         21         71         63
    Amortization of premiums and discounts
      on investment securities and
      mortgage-backed securities, net                             13          8         43         27
    Provision for loan losses                                      0          3        105          3
    Federal Home Loan Bank stock
      dividends                                                    0        (11)       (37)       (32)
  Changes in assets and liabilities:
    (Increase) decrease in accrued interest
      receivable                                                  37         24         58        (24)
    (Increase) decrease in other assets                         (159)         2       (276)       (13)
    Increase (decrease) in accrued
      expenses and other liabilities                               5         26       (265)       (22)
    Increase (decrease) in current and
      deferred Federal taxes on income                            43         (8)        18         24
                                                             ----------------------------------------
                    Net cash provided by (used in)
                            operating activities                  59        177        (77)       345
Cash flows from investing activities:
  Loan originations and principal repayments
    on loans, net                                             (2,782)      (487)    (3,182)      (235)
  Proceeds from:
    Principal repayments and maturities of
      mortgage-backed securities held to
      maturity                                                   553        731      2,546      3,748
    Principal repayments and maturities of
      mortgage-backed securities available
      for sale                                                   725          0      1,313
    Principal repayments and maturities of
      investment securities held to maturity                   4,000      1,170      4,288      6,131
    Principal repayments and maturities of
      investment securities available for sale                   144          0        337          0
  Purchases of:
    Mortgage-backed securities held to
      maturity                                                     0     (2,053)               (5,640)
    Mortgage-backed securities available
      for sale                                                  (973)         0       (973)
    Investment securities held to maturity                    (1,000)      (500)    (1,000)    (4,247)
    Premises and equipment                                       (53)        (5)       (60)       (14)
                                                             ----------------------------------------
                   Net cash provided by (used in)
                            investing activities                 614     (1,144)     3,269       (257)
                                                             ----------------------------------------
                   Net cash provided by (used in)
                    operating and investing activities
                     (subtotal carried forward)              $   673    ($  967)   $ 3,192    $    88

</TABLE>

                              Page 5 of 17 Pages
<PAGE>
<TABLE>


               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

   PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION OF MASSILLON AND SUBSIDIARY

                                (In thousands)

                                                             THREE MONTHS ENDED    NINE MONTHS ENDED
                                                                  JUNE 30                JUNE 30
                                                              1996       1995       1996       1995
                                                             -------    -------    -------    -------
<S>                                                           <C>          <C>      <C>          <C>  
Net cash provided by (used in)
  operating and investing activities
  (subtotal brought forward)                                 $   673    ($  967)   $ 3,192    $    88
Cash flows from financing activities:
  Net increase (decrease) in deposits                            169      1,017        980        700
  Net increase (decrease) in advance
    payments by borrowers for taxes and
    insurance                                                      3                     5          0
                                                             ----------------------------------------
                              Net cash provided by
                                     financing activities        172      1,017        985        700
                                                             ----------------------------------------

Net increase in cash and cash equivalents                        845         50      4,177        788

Cash and cash equivalents at beginning of
  period                                                       5,196      2,550      1,864      1,812
                                                             ----------------------------------------

Cash and cash equivalents at end of
  period                                                     $ 6,041    $ 2,600    $ 6,041    $ 2,600
                                                             ========================================

</TABLE>

                              Page 6 of 17 Pages
<PAGE>



                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION OF MASSILLON AND SUBSIDIARY

                  For the three and nine month periods ended
                            June 30, 1996 and 1995

1. Basis of Presentation

The accompanying  unaudited consolidated financial statements were prepared in
accordance with  instructions for Form 10-QSB and,  therefore,  do not include
information  or footnotes  necessary  for complete  presentation  of financial
position,  results of operations  and cash flows in conformity  with generally
accepted accounting principles. Accordingly, these financial statements should
be read in conjunction  with the consolidated  financial  statements and notes
thereto of Peoples Federal  Savings and Loan  Association of Massillon for the
year ended  September 30, 1995.  However,  in the opinion of  management,  all
adjustments (consisting of only normal recurring accruals) which are necessary
for fair  presentation  of the  consolidated  financial  statements  have been
included. The results of operations for the three and nine month periods ended
June 30, 1996 and 1995 are not necessarily indicative of the results which may
be expected for an entire fiscal year.

2. Principles of Consolidation

The accompanying  consolidated  financial  statements  include the accounts of
Peoples  Federal Savings and Loan  Association of Massillon (the  Association)
and its inactive  subsidiary.  All  significant  intercompany  items have been
eliminated.  Peoples Federal  Savings and Loan  Association of Massillon is in
the  process of  converting  to a stock  association  on July 25,  1996.  Upon
completion  of the  conversion,  the  Association  will become a  wholly-owned
subsidiary of Peoples Financial Corporation.

3. Effects of Recent Accounting Pronouncements

In May,  1993 the Financial  Accounting  Standards  Board issued  Statement of
financial  Accounting  Standards  No.  114  (SFAS  No.  114),  "Accounting  by
Creditors for Impairment of a Loan." SFAS No. 114 was amended by SFAS No. 118,
"Accounting  by Creditors for  Impairment of a Loan - Income  Recognition  and
Disclosures."  SFAS No. 114,  as  amended,  requires  that  impaired  loans be
measured based upon the present value of expected future cash flows discounted
at the loan's  effective  interest  rate or as a practical  expedient,  at the
loan's  observable  market  price  or  fair  value  of  the  collateral.   The
Association  adopted the Statement effective October 1, 1995, without material
effect on consolidated financial condition or results of operations.



                              Page 7 of 17 Pages


<PAGE>



            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

   PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION OF MASSILLON AND SUBSIDIARY

                  For the three and nine month periods ended
                            June 30, 1996 and 1995

3. Effects of Recent Accounting Pronouncements (continued)

In May 1993,  the Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards No. 115 (SFAS No. 115), "Accounting for Certain
Investments  in Debt and Equity  Securities".  SFAS No. 115 requires  that all
debt and marketable  equity  securities be classified  into three  categories:
held to maturity, available for sale or trading. Securities classified as held
to maturity  are carried at cost,  adjusted for  amortization  of premiums and
accretion  of  discounts.  Securities  classified  as  available  for sale are
carried at estimated fair value (market  value) with the net unrealized  gains
or losses  being  reflected  as a separate  component  of  retained  earnings.
Trading securities are carried at estimated fair value with the net unrealized
gains or losses reflected in the consolidated statement of income.  Management
determines the  appropriate  classification  of debt securities at the time of
purchase. The Association adopted the Statement effective October 1, 1994. The
initial  impact  of the  adoption  of SFAS No.  115 was to  increase  retained
earnings by  $382,000 on October 1, 1994,  representing  the  unrealized  fair
value appreciation on investment  securities designated as available for sale,
net of applicable  deferred  Federal  income  taxes.  Subsequent to October 1,
1994, the unrealized gains on securities designated as available for sale have
increased to a net unrealized gain of $496,000. The net increase was due to an
increase   in  the  fair   value  of  the   Association's   FHLMC   stock  and
reclassification of other securities as discussed in the following paragraph.

In November 1995, the Financial  Accounting  Standards  Board issued a Special
Report (the Special  Report) on  implementing  the provisions of SFAS No. 115.
The Special Report allowed the Association to reclassify securities, including
the  held  to  maturity  debt   securities,   without  calling  into  question
management's  intent  to hold  debt  securities  to  maturity  in the  future.
Pursuant to these provisions,  management  reclassified  $930,000 of corporate
debt securities and $13.9 million of  mortgage-backed  securities as available
for sale on December 31, 1995.







                              Page 8 of 17 Pages


<PAGE>



            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

   PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION OF MASSILLON AND SUBSIDIARY

                  For the three and nine month periods ended
                            June 30, 1996 and 1995

4.  Pending Legislative Changes

The Association's  savings deposits are insured up to the applicable limits by
the Savings Association Insurance Fund (SAIF) of the Federal Deposit Insurance
Corporation  (FDIC).  The  annual  FDIC  premium  assessment  has been .23% of
insured  deposits of the Association.  Congress is considering  legislation to
require  the FDIC to issue a special  assessment  to  enable  the SAIF to meet
certain reserve  requirements and to reduce the annual premiums charged by the
SAIF. The assumed  after-tax  amount of this special  assessment  based on the
rate as  currently  predicted  by the  FDIC,  of $.69 to $.71 per $100 of SAIF
deposits held at March 31, 1995, is approximately $299,000 to $308,000.

Congress is also  considering  legislation  that would merge the SAIF and Bank
Insurance  Fund (BIF) on January 1, 1998. The proposed  legislation  currently
provides  for  the  elimination  of the  thrift  charter  or  separate  thrift
regulation  under  Federal  law prior to the merger of the  deposit  insurance
funds. The Association would then be regulated as a bank under Federal law and
subject to the more  restrictive  activity  limits imposed on national  banks.
Upon  separate  legislation  recently  enacted  into law, the  Association  is
required to recapture  approximately  $500,000 of its tax bad debt reserve for
which deferred taxes have previously been provided.






                              Page 9 of 17 Pages

<PAGE>



            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

   PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION OF MASSILLON AND SUBSIDIARY
                  For the three and nine month periods ended
                            June 30, 1996 and 1995



5.  Consummation of the Conversion to a Stock Savings and Loan Association

On October 16, 1995,  the Board of Directors  of Peoples  Federal  unanimously
adopted a Plan of  Conversion  to convert  from a federally  chartered  mutual
savings and loan  association to a federally  chartered stock savings and loan
association  with  the  concurrent  formation  of a  newly  chartered  holding
company, Peoples Financial Corporation (the Corporation).  The conversion will
be accomplished through amendment of the Association's federal charter and the
sale of the  Corporation's  common  stock in an amount  equal to the pro forma
market value of the  Association  after  giving  effect to the  conversion.  A
subscription  offering of the shares of the Corporation's  common stock to the
Association's  members  and  to  an  employee  stock  benefit  plan  is  being
conducted.

At the time of  conversion,  Peoples  Federal  will  establish  a  liquidation
account in an amount equal to its regulatory  capital as of June 30, 1996. The
liquidation  account will be maintained for the benefit of eligible depositors
who  continue  to  maintain  their  accounts  at  Peoples  Federal  after  the
conversion.  The  liquidation  account will be reduced  annually to the extent
eligible  depositors  have  reduced  their  qualifying  deposits.   Subsequent
increases  will not  restore an  eligible  account  holder's  interest  in the
liquidation  account. In the event of complete  liquidation,  and only in such
event, each eligible depositor will be entitled to receive a distribution from
the liquidation  account in an amount  proportionate  to the current  adjusted
qualifying  balances  for  accounts  then held.  Peoples  Federal  may not pay
dividends   that  would  reduce   shareholders'   equity  below  the  required
liquidation account balance.

Under Office of Thrift  Supervision (OTS)  regulations,  limitations have been
imposed on all "capital  distributions",  including  cash dividends by savings
institutions.   The   regulation   establishes   a   three-tiered   system  of
restrictions, with the greatest flexibility afforded to thrifts which are both
well-capitalized  and given favorable  qualitative  examination ratings by the
OTS.

Conversion  costs are being deferred and will be deducted from the proceeds of
the shares sold in the  conversion.  If the conversion is not  completed,  all
costs will be charged to expense.  As of June 30, 1996, $250,000 of conversion
costs had been deferred.



                              Page 10 of 17 Pages
<PAGE>



          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

           PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION OF MASSILLON

Discussion  of Financial  Condition  Changes from  September  30, 1995 to June
30, 1996

The  Association's  assets  totaled  $78.3  million  as of June 30,  1996,  an
increase of $1.0 million,  or 1.2%,  from the September 30, 1995,  total.  The
increase  in  assets  resulted  primarily  from an  increase  in cash and cash
equivalents  of  $4.2  million,  or  224.1%,  and an  increase  in  net  loans
receivable of $3.1 million, or 8.1%, from the September 30, 1995, levels. Such
increases were partially offset by decreases in investment  securities of $3.5
million,  or 40.0%, and decreases in mortgage-backed and related securities of
$3.1 million, or 11.8%.

Net loans receivable  increased as of June 30, 1996 by $3.1 million,  or 8.1%,
from the  September  30,  1995,  total.  The  increase  is  attributed  to the
Association's  pursuit  of both  mortgage  and home  equity  loans  during the
nine-month period and the opening of a new lending office in Canton, Ohio.

Deposits increased by $979,000,  or 1.5%, from the September 30, 1995, amount.
The  Association has recently  offered  deposits at interest rates designed to
maintain deposit levels while reducing the cost of funds.

The  Association is required to meet each of three minimum  capital  standards
promulgated  by  the  OTS,  hereinafter  described  as  the  tangible  capital
requirement,   the  core  capital   requirement  and  the  risk-based  capital
requirement.  The tangible capital requirement provides for the maintenance of
retained  earnings less all intangible  assets equal to 1.5% of adjusted total
assets. The core capital requirement  provides for the maintenance of tangible
capital plus  certain  forms of  supervisory  goodwill to equal 3% of adjusted
total assets, while the risk-based capital requirement mandates maintenance of
core capital plus general loan loss  allowances  equal to 8% of  risk-weighted
assets as defined by OTS regulations.  As of June 30, 1996, the  Association's
tangible and core capital totaled $9.6 million,  or 12.3%,  which exceeded the
minimum requirements of $1.2 million and $2.3 million by $8.4 million and $7.2
million  respectively.  As of June  30,  1996,  the  Association's  risk-based
capital was $9.8  million,  or 31.5% of  risk-weighted  assets,  exceeding the
minimum requirement by $7.3 million.







                              Page 11 of 17 Pages


<PAGE>



          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (CONTINUED)

           PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION OF MASSILLON

Comparison of Operating Results for the Nine-Month Periods Ended June 30, 1996
and 1995.

General

Net income for the nine months ended June 30, 1996, was $206,000,  compared to
$319,000 for the same period in 1995, a decrease of  $113,000,  or 35.4%.  The
primary reasons for the decrease in net income were a decrease in net interest
income of $142,000,  or 8.2%, and an increase in the provision for loan losses
of $102,000,  which were partially offset by a decrease in noninterest expense
of $77,000, and a decrease in income tax expense of $53,000.

Net Interest Income and Provision for Loan Losses

Interest income on loans for the nine months ended June 30, 1996, increased by
$36,000,  or 1.5%,  from the  1995  period.  This  increase  resulted  from an
increase  in  average  portfolio  balance  outstanding  partially  offset by a
decrease in weighted  average yield.  Interest income on  mortgage-backed  and
related securities,  investment  securities and deposits increased by $80,000,
or 4.8%, from the 1995 period.  This increase  resulted from increases in both
average portfolio balances outstanding and weighted average yield.

Interest paid on deposits increased by $258,000, or 11.2%, for the nine months
ended June 30, 1996.  This increase  resulted  from  increases in both average
deposit  balances and weighted average yield paid. The increase in the cost of
deposits  generally  reflects  the overall  increase  in the general  level of
interest rates in the economy during the 1996 period.






                              Page 12 of 17 Pages


<PAGE>



          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (CONTINUED)

           PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION OF MASSILLON

Comparison of Operating Results for the Nine-Month Periods Ended June 30, 1996
and 1995 (continued).

Noninterest Expense

Noninterest  expense decreased by $77,000,  or 6.0%, for the nine months ended
June  30,  1996,  compared  to  the  same  period  in  1995.   Increased  loan
originations  resulted in deferred  loan costs under SFAS No. 91 of $68,000 in
1996,  compared to $4,000 in 1995.  Other  principal  decreases in noninterest
expense were a $31,000,  or 56.4% reduction in advertising  and a $15,000,  or
23.1%  decline in data  processing.  The  principal  increases in  noninterest
expense for 1996 over 1995 were $24,000, or 4.5%, in salaries and benefits and
$21,000, or 14.9%, in occupancy and equipment expense.  Advertising costs were
higher in 1995 due to an expanded  advertising program which was not continued
in 1996. Data processing costs were higher in 1995 due to contract termination
fees charged by the Association's former service bureau.  Salaries and benefit
costs  increased in 1996 due to the hiring of additional  employees and normal
salary increases. Occupancy costs increased in 1996 due to depreciation on new
premises and equipment required by opening of the new loan office and use of a
new  data  processing   service  bureau,   and  higher  than  normal  premises
maintenance costs.


Income Tax Expense

Income tax  expense is based on income  before tax for the nine  months  ended
June 30, 1996 and 1995.  The effective  tax rate did not change  significantly
period to period.






                              Page 13 of 17 Pages


<PAGE>



          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (CONTINUED)

           PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION OF MASSILLON

Comparison  of Operating  Results for the  Three-Month  Periods Ended June 30,
1996 and 1995.

General

Net income for the three months ended June 30, 1996, was $94,000,  compared to
$112,000  for the same period in 1995,  a decrease of $18,000,  or 16.1%.  The
primary  reasons  for the  decrease  in net  income  were a  reduction  in net
interest  income of $10,000,  or 1.7%, an increase in  noninterest  expense of
$22,000, and a decline in income tax expense of $9,000.

Net Interest Income and Provision for Loan Losses

Interest  income on loans for the three months ended June 30, 1996,  increased
by $21,000,  or 2.6%,  from the 1995 period.  This  increase  resulted from an
increase  in average  portfolio  balance  outstanding,  partially  offset by a
decrease in weighted  average yield.  Interest income on  mortgage-backed  and
related securities,  investment  securities and deposits decreased by $10,000,
or 1.7%,  from the 1995 period.  This  decrease  resulted  from a reduction in
average  portfolio  balances  outstanding,  and  was  partially  offset  by an
increase in weighted average yield.

Interest paid on deposits increased by $21,000,  or 2.6%, for the three months
ended June 30, 1996.  This increase  resulted  from growth in average  deposit
balances and a nominal increase in weighted average cost of funds.



                              Page 14 of 17 Pages


<PAGE>



          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (CONTINUED)

           PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION OF MASSILLON

Comparison  of Operating  Results for the  Three-month  Periods Ended June 30,
1996 and 1995 (continued).

Noninterest Expense

Noninterest  expense increased by $22,000, or 5.4%, for the three months ended
June 30,  1996,  compared to the same period in 1995.  Principal  increases in
noninterest  expense for 1996 over 1995 were $29,000, or 18.2% in salaries and
benefits,  $10,000,  or  52.6% in  directors'  fees and  $5,000,  or 9.8%,  in
occupancy costs. The principal  decreases in noninterest expense were $19,000,
or 79.2%, in advertising and $6,000,  or 25.0%, in data  processing.  Salaries
and benefit costs increased in 1996 due to the hiring of additional  employees
and normal  salary  increases.  Directors'  fees  increased in 1996 due to the
holding of special  meetings.  Occupancy costs increased in 1996 primarily due
to depreciation  expense on asset additions.  Advertising costs were higher in
1995 due to an expanded  advertising  program which was not continued in 1996.
Data  processing  costs were higher in 1995 due to contract  termination  fees
charged by the Association's former service bureau.


Income Tax Expense

Income tax  expense is based on income  before tax for the nine  months  ended
June 30, 1996 and 1995.  The effective  tax rate did not change  significantly
from period to period.





                              Page 15 of 17 Pages

<PAGE>




                                    PART II
                         PEOPLES FINANCIAL CORPORATION




ITEM 1.     Legal Proceedings
            Not applicable

ITEM 2.     Changes in Securities
            In May, 1996, the Articles of Incorporation of the registrant were
            amended to eliminate cumulative voting.

ITEM 3.     Defaults Upon Senior Securities
            Not applicable

ITEM 4.     Submission of Matters to a Vote of Security Holders
            The sole shareholder of the registrant approved by an action
            in writing dated May 6, 1996, an amendment to the Articles of
            Incorporation increasing the authorized shares to 6,000,000
            common shares and 1,000,000 preferred shares and eliminating
            cumulative voting.

ITEM 5.     Other Materially Important Events
            Not applicable

ITEM 6.     Exhibits and Reports on Form 8-K
            Not applicable




                              Page 16 of 17 Pages


<PAGE>







                                  SIGNATURES

                         PEOPLES FINANCIAL CORPORATION



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.


Date: September 6, 1996                 By: /s/Paul von Gunten
                                            _______________________________
                                            Paul von Gunten, President and
                                            Chief Executive Officer

Date: September 6, 1996                 By: /s/James R. Rinehart
                                            _______________________________
                                            James R. Rinehart, Treasurer



                              Page 17 of 17 Pages


<TABLE> <S> <C>


<ARTICLE> 9
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-START>                             OCT-01-1995
<PERIOD-END>                               JUN-30-1996
<CASH>                                             285
<INT-BEARING-DEPOSITS>                           5,756
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     14,946
<INVESTMENTS-CARRYING>                          13,219
<INVESTMENTS-MARKET>                            13,374
<LOANS>                                         41,090
<ALLOWANCE>                                        193
<TOTAL-ASSETS>                                  78,252
<DEPOSITS>                                      67,543
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                                629
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                      10,080
<TOTAL-LIABILITIES-AND-EQUITY>                  78,252
<INTEREST-LOAN>                                  2,393
<INTEREST-INVEST>                                1,565
<INTEREST-OTHER>                                   186
<INTEREST-TOTAL>                                 4,144
<INTEREST-DEPOSIT>                               2,555
<INTEREST-EXPENSE>                               2,555
<INTEREST-INCOME-NET>                            1,589
<LOAN-LOSSES>                                      105
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  1,206
<INCOME-PRETAX>                                    297
<INCOME-PRE-EXTRAORDINARY>                           0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       206
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<YIELD-ACTUAL>                                    7.30
<LOANS-NON>                                        596
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                    80
<CHARGE-OFFS>                                        0
<RECOVERIES>                                         8
<ALLOWANCE-CLOSE>                                  193
<ALLOWANCE-DOMESTIC>                               193
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        


</TABLE>


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