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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) : June 29, 1998
SIGNAL CORP
(Exact name of registrant as specified in its charter)
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Ohio 0-17894 34-1622711
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) No.)
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135 East Liberty Street, Wooster, Ohio 44691
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (330) 264-8001
FIRSTFEDERAL FINANCIAL SERVICES CORP
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 29, 1998, Signal Corp ("Signal"), formerly FirstFederal
Financial Services Corp, consummated its acquisition of First Shenango Bancorp,
Inc. ("Shenango") (former NASDAQ - "SHEN")and its subsidiary First Federal
Savings bank of New Castle. The transaction was closed pursuant to the terms of
the Agreement of Affiliation and Plan of Merger ("Merger Agreement") dated
February 6, 1998. The acquisition was effected with Signal issuing approximately
3,087,000 shares of its common stock in exchange for the 2,161,000 outstanding
shares of Shenango. Based on Signal's closing price of $28.63 on June 26, 1998,
the transaction is valued at approximately $88 million. The transaction will be
treated as a pooling of interests.
The Merger Agreement was previously filed in connection with Signal's
Registration Statement on Form S-4 dated May 4, 1998, which is incorporated
herein by reference.
A press release announcing the consummation of the acquisition was
issued June 30, 1998 and is attached hereto as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
a) Financial Statements of Businesses Acquired
The financial statements required to be filed were previously reported
in the First Shenango Bancorp, Inc. Annual Report on Form 10-K for the year
ended December 31, 1997 and Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 and are incorporated herein by reference.
(b) Pro Forma Financial Information
Pro forma financial information as required by Section 13 or 15(d) of
the Securities Exchange Act of 1934 is not included herein. The pro forma
financial information will be filed as an amendment to this Form 8-K/A on or
before September 7, 1998.
(c) Exhibit 99 - News release dated June 30, 1998
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.
SIGNAL CORP
By: /s/ Jon W. Park
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Jon W. Park
Chief Financial Officer
Date: July 8, 1998
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Exhibit 99
N E W S R E L E A S E
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Gary G. Clark, C.E.O. FOR IMMEDIATE RELEASE
Signal Corp ---------------------
135 East Liberty Street
Wooster, OH 44691 June 30, 1998
Phone: (330) 264-8001 -------------
SIGNAL CORP COMPLETES ACQUISITION
OF FIRST SHENANGO BANCORP
Wooster, Ohio - - - Signal Corp (NASDAQ-SGNL, SGNLO)("Signal") today
announced that it has completed the acquisition of First Shenango ("Shenango"),
and its subsidiary, First Federal Savings Bank of New Castle ("First Federal").
The Shenango transaction, announced February 9, 1998, was completed on
June 29, 1998 with Signal issuing approximately 3,087,000 shares of common stock
in exchange for the 2,161,000 shares of Shenango outstanding. Based on Signal's
closing price of $28.63 on June 26, 1998, the transaction is valued at
approximately $88 million. First Federal, which operates four offices in
Lawrence County, Pennsylvania, had total assets of $407 million, total deposits
of $280 million and shareholders' equity of $49 million as of May 31, 1998.
Gary G. Clark, CEO of Signal stated that, "The completion of this
acquisition is important to furthering our community banking franchise and
deposit base." Signal plans to leverage First Federal's strong capital position
and its attractive funding base to grow it's consumer and commercial loan
portfolio as well as it's manufactured housing portfolio over the next several
quarters in lieu of asset backed securitizations. Second quarter combined
earnings will include a non-recurring pre-tax expense of approximately $8.5
million reflecting costs to integrate back-office operations, conform accounting
policies and acquisition transaction expenses. The Company expects to be able to
enhance First Federal's net interest margin and achieve annual cost savings of
approximately 20% of First Federal's operating expenses. The transaction is
expected to be neutral to Signal's recurring earnings per share within its first
full year.
Francis A. Bonadio, CEO of First Federal stated, "We're pleased with
our new association with Signal which enhances First Federal's commitment to
it's community and provides a more diverse mix of financial products to
individuals and business' in the Lawrence County market place."
Signal Corp operates in two business segments: community banking and
specialty finance. The community banking segment consists of Signal Bank, N.A.
with 25 full service banking offices and 3 limited service facilities in North
central Ohio, First Federal Savings Bank of New Castle with 4 full service
banking offices in Lawrence County, PA and Summit Bank, N.A. with 2 offices in
Summit County, OH. The specialty finance segment consists of Mobile Consultants,
Inc., a broker and servicer of manufactured housing finance contracts operating
in 44 states, as well as other subsidiaries of Signal providing broker/dealer,
registered investment advisor, leasing, consumer finance, insurance and property
appraisal services.
