Registration No. 333-_____
Filed July 16, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PENNFIRST BANCORP, INC.
(Exact Name of Registrant as specified in its Articles of Incorporation)
PENNSYLVANIA 25-1659846
(State of incorporation) (IRS Employer Identification No.)
600 Lawrence Avenue
Ellwood City, Pennsylvania 16117
(Address of principal executive offices, including zip code)
1997 Stock Option Plan
(Full Title of the Plan)
Charlotte A. Zuschlag Copies to:
President and Chief Executive Officer Jeffrey D. Haas, Esq.
PennFirst Bancorp, Inc. Patricia J. Wohl, Esq.
600 Lawrence Avenue Elias, Matz, Tiernan & Herrick L.L.P.
Ellwood City, Pennsylvania 16117 734 15th Street, N.W.
(412) 758-5584 Washington, D.C. 20005
(Name, address and telephone number of (202) 347-0300
agent for service)
Page 1 of 17 pages
Index to Exhibits is located on page 8.
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------
Common Stock, 40,700 $14.125(3) $ 574,887(3) $ 174.21
par value
$.01
Common Stock, 154,300 $17.75(4) 2,738,825(4) 829.95
par value ------- --------- ------
$.01
Total 195,000(2) $ 3,313,712 $ 1,004.16
======= ========= ========
- ----------------------------------------------------------------------------
</TABLE>
(1) Together with an indeterminate number of additional shares which may
be necessary to adjust the number of shares reserved for issuance
pursuant to the PennFirst Bancorp, Inc. ("Company" or "Registrant")
1997 Stock Option Plan ("Stock Option Plan") as a result of a stock
split, stock dividend or similar adjustment of the outstanding common
stock, $.01 par value per share ("Common Stock"), of the Company.
(2) Represents shares currently reserved for issuance pursuant to the
Stock Option Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h) promulgated under
the Securities Act of 1933, as amended ("Securities Act"). The
Proposed Maximum Offering Price Per Share is equal to the weighted
average exercise price for the options to purchase 40,700 shares of
Common Stock which have been granted under the Stock Option Plan as of
the date hereof but not yet exercised.
(4) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(c) promulgated under the Securities Act.
The Proposed Maximum Offering Price Per Share for 154,300 shares for
which stock options have not been granted under the Stock Option Plan
is equal to the average of the high and low prices of the Common Stock
of the Company on July 14, 1997 on the National Association of
Securities Dealers Automated Quotation ("NASDAQ") National Market.
__________________________
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act
and 17 C.F.R. <section> 230.462.
2
<PAGE>
PART I
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
- --------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended ("Securities Act"),
and the Note to Part I on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in
this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) All reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), since the end of the fiscal year covered
by the Form 10-K referred to in clause (a) above.
(c) The description of the Common Stock of the Company contained
in the Company's Registration Statement on Form 8-B filed
with the Commission on June 13, 1991.
(d) All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold.
Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a
3
<PAGE>
statement contained herein, or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable since the Company's Common Stock is registered under
Section 12 of the Exchange Act.
ITEM. 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 9 of the Registrant's Amended and Restated Articles of
Incorporation provides as follows:
ARTICLE 9. INDEMNIFICATION, ETC. OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS.
A. PERSONAL LIABILITY OF DIRECTORS. A director of the Corporation
shall not be personally liable for monetary damages for any action taken,
or any failure to taken any action, as a director except to the extent that
by law a director's liability for monetary damages may not be limited.
B. INDEMNIFICATION. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, including actions by or in
the right of the Corporation, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines, excise
taxes and amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding to the full
extent permissible under Pennsylvania law.
C. ADVANCEMENT OF EXPENSES. Reasonable expenses incurred by a
director, officer, or employee or agent of the Corporation in defending a
civil or criminal action, suit or proceeding described in Article 9.B may
be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf
of such person to repay such amount if it shall ultimately be determined
that the person is not entitled to be indemnified by the Corporation.
4
<PAGE>
D. OTHER RIGHTS. The indemnification and advancement of expenses
provided by or pursuant to this Article 9 shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any insurance or other agreement, vote of
stockholders or directors or otherwise, both as to actions in their
official capacity and as to actions in another capacity while holding an
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.
E. INSURANCE. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, or other
enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not
the Corporation would have the power to indemnify him against such
liability under the provisions of this Article 9.
F. SECURITY FUND; INDEMNITY AGREEMENTS. By action of the Board of
Directors (notwithstanding their interest in the transaction), the
Corporation may create and fund a trust fund or fund of any nature, and may
enter into agreements with its officers, directors, employees and agents
for the purpose of securing or insuring in any manner its obligation to
indemnify or advance expenses provided for in this Article 9.
G. MODIFICATION. The duties of the Corporation to indemnify and to
advance expenses to any person as provided in this Article 9 shall be in
the nature of a contract between the Corporation and each such person, and
no amendment or repeal of any provision of this Article 9, and no amendment
or termination of any trust or other fund created pursuant to Article 9.F
hereof, shall alter to the detriment of such person the right of such
person to the advancement of expenses or indemnification related to a claim
based on an act or failure to act which took place prior to such amendment,
repeal or termination.
H. PROCEEDINGS INITIATED BY INDEMNIFIED PERSONS. Notwithstanding
any other provision of this Article 9, the Corporation shall not indemnify
a director, officer, employee or agent for any liability incurred in an
action, suit or proceeding initiated by (which shall not be deemed to
include counter-claims or affirmative defenses) or participated in as an
intervenor or amicus curiae by the person seeking indemnification unless
such initiation of or participation in the action, suit or proceeding is
authorized, either before or after its commencement, by the affirmative
vote of a majority of the directors then in office.
Sections 1741 to 1747 of the Pennsylvania Business Corporation Law
provide as follows with respect to indemnification:
1741 THIRD-PARTY ACTIONS.--Unless otherwise restricted in its bylaws,
a business corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending
or completed action or
5
<PAGE>
proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by
reason of the fact that he is or was a representative of the corporation,
or is or was serving at the request of the corporation as a representative
of another domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgements, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the
action or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action
or proceeding by judgement, order, settlement or conviction or upon a plea
of nolo contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner that
he reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal proceeding, had
reasonable cause to believe that his conduct was unlawful.
1742 DERIVATIVE AND CORPORATE ACTIONS.--Unless otherwise restricted in
its bylaws, a business corporation shall have power to indemnify any person
who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action by or in the right of the
corporation to procure a judgement in its favor by reason of the fact that
he is or was a representative of the corporation or is or was serving at
the request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the
defense or settlement of the action if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation. Indemnification shall not be made under this
section in respect of any claim, issue or matter as to which the person has
been adjudged to be liable to the corporation unless and only to the extent
that the court of common pleas of the judicial district embracing the
county in which the registered office of the corporation is located or the
court in which the action was brought determines upon application that,
despite the adjudication of liability but in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for
the expenses that the court of common pleas or other court deems proper.
1743 MANDATORY INDEMNIFICATION.--To the extent that a representative
of a business corporation has been successful on the merits or otherwise in
defense of any action or proceeding referred to in Section 1741 (relating
to third-party actions) or 1742 (relating to derivative and corporate
actions) or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorney fees) actually and
reasonably incurred by him in connection therewith.
1744 PROCEDURE FOR EFFECTING INDEMNIFICATION.--Unless ordered by a
court, any indemnification under Section 1741 (relating to third-party
actions) or 1742 (relating to derivative and corporate actions) shall be
made by the business corporation only as authorized in the specific case
upon a determination that indemnification of the
6
<PAGE>
representative is proper in the circumstances because he has met the
applicable standard of conduct set forth in those sections. The
determination shall be made:
(1) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to the action or proceeding;
(2) if such a quorum is not obtainable or if obtainable and a
majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
(3) by the shareholders.
1745 ADVANCING EXPENSES.--Expenses (including attorneys' fees)
incurred in defending any action or proceeding referred to in this
subchapter may be paid by a business corporation in advance of the final
disposition of the action or proceeding upon receipt of an undertaking by
or on behalf of the representative to repay the amount if it is ultimately
determined that he is not entitled to be indemnified by the corporation as
authorized in this subchapter or otherwise.
1746 SUPPLEMENTARY COVERAGE.--(a) General rule.--The indemnification
and advancement of expenses provided by, or granted pursuant to, the other
sections of this subchapter shall not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding that office.
Section 1728 (relating to interested directors or officers; quorum) and in,
the case of a registered corporation, section 2538 (relating to approval of
transactions with interested shareholders) shall be applicable to any
bylaw, contract or transaction authorized by the directors under this
section. A corporation may create a fund of any nature, which may, but
need not be, under the control of a trustee, or otherwise secure or insure
in any manner its indemnification obligations, whether arising under or
pursuant to this section or otherwise.
(b) When indemnification is not to be made.--Indemnification pursuant
to subsection (a) shall not be made in any case where that act or failure
to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness. The articles
may not provide for indemnification in the case of willful misconduct or
recklessness.
(c) Grounds.--Indemnification pursuant to subsection (a) under any
bylaw, agreement, vote of shareholders or directors or otherwise may be
granted for any action taken and may be made whether or not the corporation
would have the power to indemnify the person under any other provision of
law except as provided in this section and whether or not the indemnified
liability arises or arose from any threatened, pending or completed action
by or in the right of the corporation. Such indemnification is declared to
be consistent with the public policy of this Commonwealth.
7
<PAGE>
1747 POWER TO PURCHASE INSURANCE.--Unless otherwise restricted in its
bylaws, a business corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a representative of the
corporation or is or was serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against that liability
under the provisions of this subchapter. Such insurance is declared to be
consistent with the public policy of this Commonwealth.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference
into this Registration Statement on Form S-8 (numbering corresponds to
Exhibit Table in Item 601 of Regulation S-K):
NO. EXHIBIT
4 Specimen Common Stock Certificate.(1)
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(contained in the opinion included as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement).
99 1997 Stock Option Plan(2)
(FOOTNOTES ON FOLLOWING PAGE)
8
<PAGE>
- --------------------
(1) Incorporated by reference from the Company's Registration
Statement on Form S-4 (Commission File No. 33-39219) filed
with the Commission on March 1, 1991.
(2) Incorporated by reference from the Company's definitive proxy
materials filed with the Commission on March 14, 1997.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933, (ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change in such information in the
Registration Statement; provided, however, that clauses (i) and (ii) do not
apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
4. That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
9
<PAGE>
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Ellwood City, Pennsylvania, on this 15th day
of July 1997.
PENNFIRST BANCORP, INC.
By:/S/ CHARLOTTE A. ZUSCHLAG
-------------------------
Charlotte A. Zuschlag, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby makes, constitutes and appoints Charlotte A. Zuschlag his or
her true and lawful attorney, with full power to sign for such person and
in such person's name and capacity indicated below, and with full power of
substitution any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by
said attorney to any and all amendments.
/S/ CHARLOTTE A. ZUSCHLAG July 15, 1997
Charlotte A. Zuschlag
President and Chief Executive Officer
/S/ WILLIAM B. SALSGIVER July 15, 1997
William B. Salsgiver
Chairman of the Board
/S/ HERBERT S. SKUBA July 15, 1997
Herbert S. Skuba
Vice Chairman of the Board
/S/ CHARLES P. EVANOSKI July 15, 1997
Charles P. Evanoski
Senior Vice President of Finance
(principal financial officer)
11
<PAGE>
/S/ GEORGE WILLIAM BLANK, JR. July 15, 1997
George William Blank, Jr.
Director
/S/ LLOYD L. KILDOO July 15, 1997
Lloyd L. Kildoo
Director
/S/ CHARLES DELMAN July 15, 1997
Charles Delman
Director
/S/ EDMUND C. SMITH July 15, 1997
Edmund C. Smith
Director
/S/ EDWIN A. THANER July 15, 1997
Edwin A. Thaner
Director
12
Exhibit 5
Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities
<PAGE>
[LETTERHEAD OF ELIAS, MATZ, TIERNAN & HERRICK, LLP]
July 15, 1997
Board of Directors
PennFirst Bancorp, Inc.
600 Lawrence Avenue
Ellwood City, Pennsylvania 16117
Re: Registration Statement on Form S-8
195,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as special counsel to PennFirst Bancorp, Inc., a
Pennsylvania corporation ("PennFirst"), in connection with the preparation and
filing with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, of a Registration Statement on Form S-8 (the
"Registration Statement"), relating to the registration of up to 195,000
shares of common stock, par value $.01 per share ("Common Stock"), to be
issued upon the exercise of stock options and/or appreciation rights (referred
to as "Option Rights") granted pursuant to PennFirst's 1997 Stock Option Plan
("Stock Option Plan"). The Registration Statement also registers an
indeterminate number of additional shares which may be necessary under the
Stock Option Plan to adjust the number of shares reserved thereby for
issuance as the result of a stock split, stock dividend or similar adjustment
of the outstanding and issued Common Stock of PennFirst. We have been
requested to furnish an opinion to be included as an exhibit to the
Registration Statement.
In this regard, we have reviewed the Registration Statement and
related Prospectus for the Plan, the Amended and Restated Articles of
Incorporation and Bylaws of PennFirst, the Stock Option Plan, a specimen stock
certificate evidencing the Common Stock of PennFirst and such other corporate
records and documents as we have deemed appropriate for the purposes of this
opinion. We are relying upon the originals, or copies certified or otherwise
identified to our satisfaction, of the corporate records of PennFirst and
such other instruments, certificates and representations of public officials,
officers and representatives of PennFirst as we have deemed applicable or
relevant as a basis for the opinions set forth below. In addition, we have
assumed, without independent verification, the genuineness of all signatures
and the authenticity of all documents furnished to us and the conformance in
all respects of copies to originals. Furthermore, we have made such factual
inquiries and reviewed such laws as we determined to be relevant for the
purposes of this opinion.
<PAGE>
Board of Directors
July 15, 1997
Page 2
For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to Option Rights granted under the terms of
the Stock Option Plan will continue to be validly authorized on the dates the
Common Stock is issued pursuant to the exercise of Option Rights; (ii) on the
dates the Option Rights are exercised, the Option Rights granted under the
terms of the Stock Option Plan will constitute valid, legal and binding
obligations of PennFirst and will (subject to applicable bankruptcy,
moratorium, insolvency, reorganization and other laws and legal principles
affecting the enforceability of creditors' rights generally) be enforceable as
to PennFirst in accordance with their terms; (iii) the Option Rights are
exercised in accordance with their terms and the exercise price therefor is
paid in accordance with the terms thereof; (iv) no change occurs in applicable
law or the pertinent facts; and (v) the provisions of "blue sky" and other
securities laws as may be applicable will have been complied with to the
extent required.
Based on the foregoing, and subject to the assumptions set forth
herein, we are of the opinion as of the date hereof that the shares of Common
Stock to be issued pursuant to the Stock Option Plan, when issued and sold
pursuant to the Stock Option Plan and upon receipt of the consideration
required thereby, will be legally issued, fully paid and non-assessable shares
of Common Stock of PennFirst.
We hereby consent to the reference to this firm under the caption
"Legal Opinion" in the Prospectus of the Stock Option Plan and to the filing
of this opinion as an exhibit to the Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /S/ JEFFREY D. HAAS
Jeffrey D. Haas, a Partner
Exhibit 23.2
Consent of KPMG Peat Marwick LLP
<PAGE>
EXHIBIT 23.2
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
PennFirst Bancorp, Inc.:
We consent to incorporation by reference in the Registration Statement on
Form S-8 of PennFirst Bancorp, Inc. of our report dated January 23, 1997,
relating to the consolidated statements of financial condition of PennFirst
Bancorp, Inc. and subsidiaries as of December 31, 1996 and 1995, and the
related consolidated statements of income, stockholders' equity and cash
flows for each of the years in the three-year period ended December 31,
1996, which report is incorporated by reference in the December 31, 1996
annual report on Form 10-K of PennFirst Bancorp, Inc.
/s/ KPMG Peat Marwick LLP
Pittsburgh, Pennsylvania
July 15, 1997
