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
APRIL 3, 1997
(Date of earliest event reported)
PennFirst Bancorp, Inc.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 019345 25-1659846
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
600 LAWRENCE AVENUE, ELLWOOD CITY, PENNSYLVANIA 16117
(Address of principal executive offices) (Zip Code)
(412) 758-5584
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report)
Exhibit Index appears on page 6.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On April 3, 1997, following receipt of all required regulatory
and stockholder approvals, PennFirst Bancorp, Inc. ("PennFirst") completed
the acquisition of Troy Hill Bancorp, Inc. ("THB") pursuant to an Agreement
and Plan of Reorganization and a related Agreement of Merger, both dated as
of September 16, 1996, between PennFirst and THB. The acquisition was
effected by means of the merger of THB with and into PennFirst (the
"Merger"). Upon consummation of the Merger, each share of common stock,
$.01 par value per share, of THB ("THB Common Stock") outstanding
immediately prior thereto was converted into the right to receive, at the
election of the holder thereof, $21.15 in cash or 1.52 shares of common
stock, $.01 par value per share, of PennFirst ("PennFirst Common Stock")
(or under certain circumstances, a combination of cash and shares of
PennFirst Common Stock), subject to the condition that the aggregate amount
of cash consideration paid to THB shareholders constitute 40% of the total
consideration paid for the THB Common Stock by PennFirst.
(b) The physical property acquired in connection with the acquisition
of THB was used by THB in the conduct of its business as a thrift holding
company. PennFirst intends to continue such use.
For additional information, reference is made to Item 7 below:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) The following audited consolidated financial statements of THB
are incorporated by reference to the Report on Form 10-KSB for the year
ended June 30, 1996 filed by THB with the Securities and Exchange
Commission ("SEC") on October 15, 1996:
Consolidated Statements of Financial Condition as of June 30,
1996 and 1995
Consolidated Statements of Earnings for the years ended June 30,
1996, 1995 and 1994
Consolidated Statements of Stockholders' Equity for the years
ended June 30, 1996, 1995 and 1994
Consolidated Statements of Cash Flows for the years ended June
30, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
<PAGE>
The following unaudited consolidated financial statements of THB are
incorporated by reference to the Report on Form 10-QSB for the quarterly
period ended December 31, 1996 filed by THB with the SEC on February 14,
1997:
Consolidated Statements of Financial Condition as of December 31,
1996 and June 30, 1996
Consolidated Statements of Earnings for the three and six months
ended December 31, 1996 and 1995
Consolidated Statements of Cash Flows for the three and six
months ended December 31, 1996 and 1995
Consolidated Statement of Stockholders' Equity for the six months
ended December 31, 1996
Notes to Unaudited Consolidated Financial Statements
(b) Pro forma information was previously filed by PennFirst in its
Registration Statement on Form S-4 (File No. 333-17799) under "Unaudited
Pro Forma Condensed Combined Financial Information" contained in the Joint
Proxy Statement/Prospectus, dated December 13, 1996, filed with the SEC.
(c) The following exhibits are filed with or are incorporated by
reference in this Current Report on Form 8-K:
Exhibit Number Description
2 Agreement and Plan of
Reorganization, dated as of
September 16, 1996, between
PennFirst and THB (including the
Agreement of Merger, dated as of
September 16, 1996, between
PennFirst and THB and attached
as Appendix A thereto).*
10 Stock Option Agreement, dated as
of September 16, 1996, between
PennFirst (as grantee) and THB (as
issuer) and attached as Exhibit A
to the Agreement.*
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Exhibit Number Description
20(a) Press Release issued on September
16, 1996 with respect to the
Agreement.*
20(b) Press Release issued on April 3,
1997 with respect to the
consummation of the Merger.
_______________
*Incorporated by reference to the Current Report on Form 8-K filed by
PennFirst with the SEC on September 25, 1996.
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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.
PENNFIRST BANCORP, INC.
Date: April 3, 1997 By: /S/ CHARLOTTE A. ZUSCHLAG
-------------------------
Charlotte A. Zuschlag
President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
2 Agreement and Plan of
Reorganization, dated as of
September 16, 1996, between
PennFirst and THB (including
the Agreement of Merger, dated
as of September 16, 1996,
between PennFirst and THB and
attached as Appendix A thereto).*
10 Stock Option Agreement, dated as
of September 16, 1996, between
PennFirst (as grantee) and THB (as
issuer) and attached as Exhibit A
to the Agreement.*
20(a) Press Release issued on September
16, 1996 with respect to the
Agreement.*
20(b) Press Release issued on April 3,
1997 with respect to the
consummation of the Merger.
_______________
*Incorporated by reference to the Current Report on Form 8-K filed by
PennFirst with the SEC on September 25, 1996.
<PAGE>
EXHIBIT 20(B)
PRESS RELEASE ISSUED ON
APRIL 3, 1997 WITH RESPECT TO THE
CONSUMMATION OF THE MERGER
PENNFIRST BANCORP, INC.
600 Lawrence Avenue
Ellwood City, Pennsylvania 16117
412/758-5584
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JOINT PRESS RELEASE
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RELEASE DATE: CONTACT:
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April 3, 1997 Charlotte A. Zuschlag
President and Chief Executive Officer
PennFirst Bancorp, Inc.
412/758-5584
Ellry Norman Davis
President and Chief Executive Officer
Troy Hill Bancorp, Inc.
412/231-8238
PENNFIRST BANCORP, INC. COMPLETES ACQUISITION OF
TROY HILL BANCORP, INC.
Ellwood City, Pennsylvania - April 3, 1997 - PennFirst Bancorp, Inc.,
(NASDAQ NMS PWBC), parent holding company of ESB Bank, F.S.B., announced
today that it has completed its acquisition of Troy Hill Bancorp, Inc. and
its subsidiary, Troy Hill Federal Savings Bank, located in the Troy Hill
area of Pittsburgh. Troy Hill Bancorp, Inc. has two offices located in the
Allegheny County communities of Troy Hill and Wexford and at December 31,
1996 had total assets of $102.6 million.
Shareholders of both organizations overwhelmingly approved the acquisition
of Troy Hill Bancorp, Inc. by PennFirst Bancorp, Inc. at respective
shareholder meetings held on March 17 and 18, 1997, respectively.
Ms. Charlotte A. Zuschlag, President and Chief Executive Officer of
PennFirst Bancorp, Inc., reported that all regulatory approvals for
consummation of the merger have been received and stated "we are very
pleased to add the customers and staff of Troy Hill Federal Savings Bank to
the PennFirst family. Troy Hill Federal Savings Bank will continue to
operate as an independent subsidiary of PennFirst and customers can expect
to find the same knowledgeable branch personnel handling their daily
transactions."
Ellry Norman Davis, President and Chief Executive Officer of Troy Hill,
indicated that he and his directors were "pleased to be joining such a
quality organization as PennFirst and are looking forward to offering an
expanded array of products and services to Troy Hill customers and our
market area."
As a result of the acquisition, PennFirst Bancorp, Inc. will be the parent
holding company of ESB Bank, F.S.B. and Troy Hill Federal Savings Bank with
eleven offices in the contiguous Pennsylvania counties of Allegheny,
Lawrence, Beaver and Butler. With the acquisition, PennFirst will have
total assets of approximately $800 million.
