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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Troy Hill Bancorp, Inc.
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(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
897332102
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(CUSIP Number)
Charlotte A. Zuschlag
President and Chief Executive Officer
PennFirst Bancorp, Inc.
600 Lawrence Avenue
Ellwood City, Pennsylvania 16117
(412) 758-5584
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 16, 1996
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(Date of Event Which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement:
[ X ]. (A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.)
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act.
The total number of shares reported herein is 213,000 shares, which
constitutes approximately 19.9% of the total number of shares of the issuer
outstanding as of September 16, 1996. Unless otherwise indicated, all
ownership percentages set forth herein assume that as of September 16, 1996,
there were 1,067,917 shares of the issuer outstanding.
(Continued on following pages)
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CUSIP No. 897332102 Page 2 of 13 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PennFirst Bancorp, Inc.
IRS Employer Identification No. 25-1659846
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
Not Applicable (b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) / /
Not applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF 7. SOLE VOTING POWER
SHARES 213,000(1)
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 213,000(1)
10. SHARED DISPOSITIVE POWER
0
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(1) The Reporting Person disclaims beneficial ownership of these shares
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as
amended. See Item 5 of this Schedule 13D.
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CUSIP No. 897332102 Page 3 of 13 Pages
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213,000(2)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
Not Applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
14. TYPE OF REPORTING PERSON
CO, HC
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, $0.01 par value per share
("THB Common Stock," an individual share of which, a "Share"), of Troy Hill
Bancorp, Inc. ("THB"), a corporation organized and existing under the laws of
the State of Pennsylvania and registered as a savings and loan holding
company with the Office of Thrift Supervision ("OTS") under the Home Owners'
Loan Act, as amended ("HOLA"). The principal executive offices of THB are
located at 1706 Lowrie Street, Pittsburgh, Pennsylvania 15212.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f) This Schedule 13D is filed by PennFirst Bancorp, Inc.
("PennFirst"), a corporation organized and existing under the laws of the
State of Pennsylvania and registered as a savings and loan holding company
with the OTS under HOLA. Through ESB Bank, FSB ("ESBB"), a federally
chartered savings bank and a wholly owned subsidiary of PennFirst, PennFirst
provides a wide range of financial services to individuals and businesses
located in Pennsylvania. PennFirst's principal offices are located at 600
Lawrence Avenue, Ellwood City, Pennsylvania 16117.
Each executive officer and each director of PennFirst is a citizen of the
United States. The name, business address, and present principal occupation
of each executive officer and
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(2) The Reporting Person disclaims beneficial ownership of these shares
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as
amended. See Item 5 of this Schedule 13D.
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CUSIP No. 897332102 Page 4 of 13 Pages
director is set forth in Exhibit 1 to this Schedule 13D and is specifically
incorporated herein by reference.
(d)-(e) During the last five years, neither PennFirst nor, to the best
of PennFirst's knowledge, any of its executive officers or directors has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which PennFirst
or such person was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a stock option agreement, dated as of September 16, 1996, by
and between THB, as issuer, and PennFirst, as grantee (the "THB Option
Agreement"), THB has granted PennFirst an irrevocable option to purchase the
Shares covered by this Schedule 13D (the "THB Option"). Specifically, the THB
Option grants PennFirst the right to purchase up to 213,000 Shares
(approximately 19.9% of the number of Shares outstanding on September 16,
1996, without giving effect to the issuance of any Shares pursuant to an
exercise of the THB Option), subject to certain adjustments, at a price,
subject to certain adjustments, of $15.75 per Share. The THB Option was
granted by THB as a condition of and in consideration for PennFirst entering
into the Agreement and Plan of Reorganization and related Agreement of
Merger, each dated as of September 16, 1996, by and between PennFirst and THB
(the "Reorganization Agreement").
The exercise of the THB Option for the full number of Shares currently
covered thereby would require aggregate funds of $3,354,750. It is
anticipated that, should the THB Option become exercisable and should
PennFirst elect to exercise the THB Option, PennFirst would obtain the funds
for purchase from working capital.
A copy of the THB Option Agreement is included as Exhibit 10 to
PennFirst's Current Report on Form 8-K dated as of September 16, 1996 (the
"PennFirst Form 8-K") and is incorporated herein by reference in its entirety.
ITEM 4. PURPOSE OF TRANSACTION.
On September 16, 1996, PennFirst and THB entered into the Reorganization
Agreement, pursuant to which THB will, subject to the conditions and upon the
terms stated therein, merge with and into PennFirst (the "Merger"), with
PennFirst surviving the Merger.
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CUSIP No. 897332102 Page 5 of 13 Pages
Concurrently with entering into the Reorganization Agreement, PennFirst
and THB entered into the THB Option Agreement pursuant to which THB granted
to PennFirst the THB Option. The THB Option was granted by THB as a
condition of and in consideration for PennFirst entering into the
Reorganization Agreement.
In accordance with the Reorganization Agreement, and subject to certain
further terms, conditions, limitations and procedures set forth in the
Agreement, each outstanding share of Common Stock of THB ("THB Common Stock")
(other than (i) shares as to which dissenters' rights have been asserted and
duly perfected in accordance with Pennsylvania law and (ii) any shares held
by THB (including treasury shares) or PennFirst 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 PennFirst Common Stock which is equal to (the
"Exchange Ratio") the quotient determined by dividing (x) $21.15 by (y)
the average of the high bid and low asked price per share of PennFirst
Common Stock, as reported on the Nasdaq Stock Market's National Market
(as reported by an authoritative source), for the 20 trading days ending
on the date PennFirst and THB receive all requisite regulatory approvals
and satisfy all applicable waiting periods, or
(ii) a cash amount equal to $21.15 per share of THB Common Stock,
subject to an overall requirement that 40% of the total outstanding Troy Hill
Common Stock be exchanged for cash.
At the Effective Time, each share of PennFirst Common Stock issued and
outstanding immediately prior to the Effective Time will be unchanged and
will remain issued and outstanding.
The Merger is subject to customary closing conditions, including, among
other things, approval of the Merger by the respective shareholders of THB
and PennFirst, the receipt of certain regulatory approvals and the receipt of
a favorable legal opinion with respect to the tax consequences of the
transactions contemplated by the Reorganization Agreement. A further
description of the Reorganization Agreement and the proposed terms of the
Merger is contained in the PennFirst Form 8-K, which is incorporated by
reference herein in its entirety.
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CUSIP No. 897332102 Page 6 of 13 Pages
Under the THB Option Agreement, the THB Option will become exercisable
upon the occurrence of a Purchase Event (as defined in the THB Option
Agreement), including, among other things, (1) THB entering into an agreement
(other than with PennFirst or any subsidiary thereof) to effect (a) a merger,
consolidation or similar transaction, (b) disposition of all or substantially
all of the consolidated assets or deposits of THB or any of its subsidiaries,
or (c) the issuance, sale or other disposition of securities representing 15%
or more of the voting power of THB or any of its subsidiaries; or (2) the
acquisition of beneficial ownership of at least 15% or more of the then
outstanding shares of THB Common Stock (other than by PennFirst or any
subsidiary thereof).
The THB Option Agreement terminates upon the earliest of (i) immediately
prior to the Effective Time of the Merger (as defined in the Reorganization
Agreement), (ii) 12 months after the first occurrence of a Purchase Event (as
defined in the THB Option Agreement), (iii) 12 months following a termination
of the Reorganization Agreement by PennFirst due to a breach by THB of
covenants or undertakings made by it therein prior to the occurrence of a
Purchase Event, and (iv) a termination of the Reorganization Agreement in
accordance with its terms prior to the occurrence of a Purchase Event.
Except as may occur as a result of the Merger pursuant to the terms of
the Reorganization Agreement and as otherwise set forth herein or in the
Exhibits hereto, to the best of PennFirst's knowledge, THB does not have any
current plans or proposals that relate to or would result in:
(A) The acquisition by any person of additional shares of THB Common
Stock or the disposition of shares of THB Common Stock;
(B) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving THB or any of its
subsidiaries;
(C) A sale or transfer of a material amount of assets of THB or any of
its subsidiaries;
(D) Any change in the present Board of Directors or management of THB,
including any plans or proposals to change the number or terms of
directors or to fill any existing vacancies on the board;
(E) Any material change in the present capitalization or dividend policy
of THB;
(F) Any other material change in THB's business or corporate structure;
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CUSIP No. 897332102 Page 7 of 13 Pages
(G) Any changes in THB's articles, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of THB by any person;
(H) Causing a class of securities of THB to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(I) A class of equity securities of THB becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(J) Any action similar to any of those enumerated above.
The foregoing descriptions of the Reorganization Agreement, the THB
Option Agreement and the press release, dated September 16, 1996, issued by
THB and PennFirst relating to the transactions contemplated by the
Reorganization Agreement and the THB Option Agreement are qualified in their
entirety by reference to copies of each of such documents which are included
as Exhibits 2, 10, and 20, respectively, to the PennFirst Form 8-K dated as
of September 16, 1996 and are incorporated herein by reference in their
entirety.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a)-(b) By reason of its execution of the THB Option Agreement, pursuant
to Rule 13d-3(d)(1)(i) promulgated under the Exchange Act, PennFirst may be
deemed to have sole voting and dispositive power with respect to the THB
Common Stock subject to the THB Option and, accordingly, may be deemed to
beneficially own 213,000 shares of THB Common Stock, or 19.9% of the THB
Common Stock issued and outstanding as of September 16, 1996, without giving
effect to the issuance of any shares pursuant to an exercise of the THB
Option. However, because the THB Option is exercisable only in the event of
certain circumstances, none of which has occurred as of the date hereof,
PennFirst expressly disclaims any beneficial ownership of the 213,000 shares
of THB Common Stock which are obtainable by PennFirst upon exercise of the
THB Option.
Except as set forth above, neither PennFirst nor, to the best of
PennFirst's knowledge, any of the individuals named in Exhibit 1 hereto, is a
beneficial owner of any THB Common Stock.
(c) Except as set forth above, no transactions in THB Common Stock were
effected during the past 60 days by PennFirst or, to the best of PennFirst's
knowledge, by any of the individuals named in Exhibit 1 hereto.
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CUSIP No. 897332102 Page 8 of 13 Pages
(d) So long as PennFirst has not purchased the Shares of THB Common Stock
subject to the THB Option, PennFirst does not have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, any Shares of THB Common Stock.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Reorganization Agreement contains certain customary restrictions on
the conduct of the business of THB, including certain customary restrictions
relating to the THB Common Stock. Except as provided in the Reorganization
Agreement and the THB Option Agreement, neither PennFirst nor, to the best of
PennFirst's knowledge, any of the individuals named in Exhibit 1 hereto, has
any contracts, arrangements, understandings, or relationships (legal or
otherwise), with any person with respect to any securities of THB, including,
but not limited to, transfer or voting of any securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of
proxies.
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CUSIP No. 897332102 Page 9 of 13 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed as part of this Schedule 13D:
Exhibit 1 - Name, Business Address, and Present Principal Occupation of Each
Executive Officer and Director of PennFirst Bancorp, Inc.
Exhibit 2 - Stock Option Agreement, dated as of September 16, 1996, by and
between Troy Hill Bancorp, Inc., as issuer, and PennFirst Bancorp,
Inc., as grantee (incorporated by reference to Exhibit 10 to
PennFirst Bancorp, Inc.'s Current Report on Form 8-K dated as
of September 16, 1996).
Exhibit 3 - Agreement and Plan of Reorganization, dated as of September 16,
1996, by and between PennFirst Bancorp, Inc. and Troy Hill Bancorp,
Inc. (incorporated by reference to Exhibit 2 to PennFirst Bancorp,
Inc.'s Current Report on Form 8-K dated as of September 16, 1996).
Exhibit 4 - Press Release, dated September 16, 1996, relating to transactions
between PennFirst Bancorp, Inc. and Troy Hill Bancorp, Inc.
(incorporated by reference to Exhibit 20 to PennFirst Bancorp,
Inc.'s Current Report on Form 8-K dated as of September 16, 1996).
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CUSIP No. 897332102 Page 10 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete,
and correct.
PENNFIRST BANCORP, INC.
By: /s/ Charlotte A. Zuschlag
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Charlotte A. Zuschlag
President and Chief Executive Officer
September 26, 1996
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CUSIP No. 897332102 Page 11 of 13 Pages
EXHIBIT INDEX
EXHIBIT DESCRIPTION SEQUENTIAL
PAGE NO.
1 Name, Business Address, and Present Principal
Occupation of Each Executive Officer and Director
of PennFirst Bancorp, Inc. 12
2 Stock Option Agreement, dated as of September 16,
1996, by and between Troy Hill Bancorp, Inc., as
issuer, and PennFirst Bancorp, Inc., as grantee
(incorporated by reference to Exhibit 10 to
PennFirst Bancorp, Inc.'s Current Report on Form
8-K dated as of September 16, 1996). --
3 Agreement and Plan of Reorganization, dated as of
September 16, 1996, by and between PennFirst Bancorp,
Inc. and Troy Hill Bancorp, Inc. (incorporated
by reference to Exhibit 2 to PennFirst Bancorp, Inc.'s
Current Report on Form 8-K dated as of September 16, 1996). --
4 Press Release, dated September 16, 1996, relating to
transactions between PennFirst Bancorp, Inc. and Troy
Hill Bancorp, Inc. (incorporated by reference to
Exhibit 20 to PennFirst Bancorp, Inc.'s Current Report
on Form 8-K dated as of September 16, 1996). --
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CUSIP No. 897332102 Page 12 of 13 Pages
EXHIBIT 1
Directors and Executive Officers of PennFirst Bancorp, Inc.
DIRECTORS OF PENNFIRST BANCORP, INC.
Present Principal Occupation
and Name and Address Where Address of
Name Such Employment Is Conducted Business or Residence
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William B. Salsgiver Chairman of the Board
PennFirst Bancorp, Inc. ESB Bank,
F.S.B.
Principal 558 Callery Road
Perry Homes Evans City,
Zelienople, Pennsylvania Pennsylvania 16033
Herbert S. Skuba Vice Chairman of the Board
PennFirst Bancorp, Inc. ESB Bank,
F.S.B.
Director, President and Chief 728 Morningstar Drive
Executive Officer Ellwood City,
Ellwood City Hospital Pennsylvania 16117
Ellwood City, Pennsylvania
Charlotte A. Zuschlag President and Chief Executive 600 Lawrence Avenue
Officer Ellwood City,
PennFirst Bancorp, Inc. Pennsylvania 16117
ESB Bank, F.S.B.
Charles Delman Retired 102 West Woodland Drive
Aliquippa,
Pennsylvania 15001
Edmund C. Smith Retired 103 Grouse Lane
Sewickley,
Pennsylvania 15143
George William President 712 Morningstar Drive
Blank, Jr. George W. Blank Supply Ellwood City,
Co., Inc., Pennsylvania 16117
Ellwood City, Pennsylvania
Lloyd L. Kildoo Owner and Funeral Director Rd. #4, Box 528
Glenn-Kildoo Funeral Homes New Castle,
of Zelienople and Cranberry, Pennsylvania 16101
Pennsylvania
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CUSIP No. 897332102 Page 13 of 13 Pages
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS OF PENNFIRST BANCORP, INC.
Present Principal Occupation
and Name and Address Where Address of
Name Such Employment Is Conducted Business or Residence
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Frank D. Martz Senior Vice President of 600 Lawrence Avenue
Operations and Secretary Ellwood City,
PennFirst Bancorp, Inc. Pennsylvania 16117
ESB Bank, F.S.B.
Charles P. Evanoski Senior Vice President and 600 Lawrence Avenue
Chief Financial Officer Ellwood City,
PennFirst Bancorp, Inc. Pennsylvania 16117
ESB Bank, F.S.B.
Todd F. Palkovich Senior Vice President of 600 Lawrence Avenue
Lending Ellwood City,
PennFirst Bancorp, Inc. Pennsylvania 16117
ESB Bank, F.S.B.
John T. Stunda Senior Vice President 600 Lawrence Avenue
of Administration Ellwood City,
PennFirst Bancorp, Inc. Pennsylvania 16117
ESB Bank, F.S.B.
Robert C. Hilliard Senior Vice President 600 Lawrence Avenue
of Internal Audit/Compliance Ellwood City,
PennFirst Bancorp, Inc. Pennsylvania 16117
ESB Bank, F.S.B.
