PEOPLES SAVINGS FINANCIAL CORP /PA/
8-K, 1997-09-26
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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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): September 22, 1997





                      PEOPLES SAVINGS FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)




       Pennsylvania                   0-22812           25-1720517    
- -----------------------------     ----------------    ----------------          
(State or other jurisdiction       (SEC File No.)      (IRS Employer
     of incorporation)                                 Identification
                                                          Number)
                             



173 Main Street, Ridgway, Pennsylvania                   15853-1096
- ----------------------------------------               --------------  
(Address of principal executive offices)                 (Zip Code)




Registrant's telephone number, including area code:    (814) 773-3195
                                                       --------------   



                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last Report)



<PAGE>




                      PEOPLES SAVINGS FINANCIAL CORPORATION

                      INFORMATION TO BE INCLUDED IN REPORT
                      ------------------------------------



Item 5.  Other Events
- ---------------------

         The  Registrant  announced  earnings  for the year ended June 30, 1997,
that the Board had declared a $.25 per share cash  dividend,  and that the Board
is seeking to enhance shareholder value.

         For  further  details,  reference  is made to the Press  Release  dated
September  22,  1997,  which is attached  hereto as Exhibit 99 and  incorporated
herein by this reference.




Item 7.  Financial Statements, Pro Forma Financial Information
         and Exhibits
- --------------------------------------------------------------------------------

Exhibit 99 -- Press Release dated September 22, 1997.
- ----------




<PAGE>





                                   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.


                                   PEOPLES SAVINGS FINANCIAL CORPORATION



Date: September 25, 1997           By: /s/Glenn R. Pentz, Jr.
      ------------------               -----------------------------------------
                                       Glenn R. Pentz, Jr.
                                       Chief Financial Officer






                                   EXHIBIT 99


Peoples Savings Financial Corporation                   Contact: Glenn R. Pentz
Ridgway, Pennsylvania                                   Chief Financial Officer,
September 22, 1997                                      Treasurer and Secretary
                                                        (814) 773-3195

                              For Immediate Release


                 PEOPLES SAVINGS FINANCIAL CORPORATION ANNOUNCES
                               FISCAL 1997 RESULTS

               ANNOUNCES STRATEGIC ALTERNATIVES AND CASH DIVIDEND


         Ridgway,   Pennsylvania  --  September  22,  1997  --  Peoples  Savings
Financial Corporation, Ridgway, Pennsylvania (the "Company"), the parent holding
company of Peoples  Savings Bank (the  "Bank"),  announced  that  primarily as a
result of a one-time  charge to  SAIF-insured  institutions,  net income for the
year ended June 30, 1997  declined  32.5%,  to $301,000 or $.68 per share,  from
$446,000 or $1.01 per share for the same period ended 1996.  Absent the one-time
charge, net income would have been $456,000 or $1.03 per share.

         Net  interest  income  increased  $84,000 or 5.1%,  due  primarily to a
decrease in interest expense. In addition,  during these periods,  the Company's
average  interest rate spread  increased from 2.83% to 2.96%.  At June 30, 1997,
the Company's interest rate spread was a positive 2.88%.

         Noninterest income,  which is comprised  principally of service charges
on deposit accounts and loan service fees, decreased $17,000 or 28.1% to $44,000
for the year ended June 30, 1997 from $61,000 for the same period ended 1996.

         Noninterest  expense  increased  $251,000 or 24.9%.  This  increase was
largely  attributed  to a  one-time  charge of  $235,000  in  federal  insurance
premiums. On September 30, 1996, the President signed into law legislation which
included the recapitalization of the Savings Association Insurance Fund ("SAIF")
of the FDIC by a one time  charge to  SAIF-insured  institutions  of 65.7  basis
points per one hundred dollars of insurable deposits. Furthermore,  compensation
and benefits increased $33,000 or 7.1%, primarily due to an increase in employee
stock ownership plan expenses from the distribution of additional shares.

         Total assets remained relatively stable,  decreasing $18,000. The total
mix  of  assets  changed  however,   as  funds  from  maturing   investment  and
mortgage-backed securities and loans receivable exceeded investments and thereby
increased  cash and cash  equivalents.  Management  is presently  developing  an
investment  strategy in coordination  with its liquidity  requirements for these
funds. Loans receivable decreased primarily due to a decrease in commercial real
estate


<PAGE>



of $555,000  due to the early payoff of a  participation  loan and a decrease of
$192,000 in consumer loans and consumer lines of credit,  offset  somewhat by an
increase of one-to-four family mortgages of $521,000.

         Deposits  decreased  $889,000  or 2.5%.  Certificates  of  deposit  and
savings  accounts  declined  $1,178,000  and $652,000,  respectively,  which was
offset  somewhat by an increase in NOW  accounts  and money  market  accounts of
$855,000. Advances from the FHLB increased by $500,000 as the Bank utilized such
funds to offset the decline in deposits.

         Stockholders'  equity increased  $272,000 or 3.0%. The increase was the
result of earnings for the year and recognition of shares in the Company's stock
benefit plans, offset somewhat by dividends paid in fiscal 1997.

         The  Corporation  experienced  an  increase in  nonperforming  loans in
fiscal 1997 due primarily to a single lending relationship.

         In  addition  the  Company  announced  that its Board of  Directors  is
evaluating  strategic  alternatives  in order  to  maximize  shareholder  value.
Included  in the  Company's  strategic  alternatives  is a possible  sale of the
Company,  however,  at this time,  it is not possible to  determine  whether the
Company will receive any  expressions  of interest  that will be  acceptable  or
result in the Company entering into negotiations with any potential acquiror.

         As a matter of policy,  the Company does not intend to comment publicly
concerning any proposals that may be received or any possible  negotiations  the
Company may enter into in connection  with any such proposals  until the Company
determines that public disclosure would be appropriate.

         Furthermore,  the Company's Board of Directors declared a cash dividend
of $0.25 per  share.  The  dividend  is  payable  to  stockholders  of record on
September 30, 1997 to be paid on or about October 15, 1997. The cash dividend is
being  paid as a  result  of  continued  profitability  of the  Company.  Future
dividends  will be subject to the  Company's  earnings  and  capital.  It is the
current  intention of the Company to continue to pay regular  cash  dividends as
determined by the Board.

         The Bank is a  community-oriented  retail savings institution  offering
traditional  deposit  and  loan  products  in  and  around  Elk,  Jefferson  and
Clearfield Counties,  Pennsylvania.  The Company's common stock is traded in the
over-the-counter  market  through  brokers  participating  in the National Daily
Quotation Service ("pink sheets") under the symbol "PSVF."



<PAGE>



                         Selected Financial Information
<TABLE>
<CAPTION>
                                                                                             At June 30,
                                                                                     --------------------------
                                                                                        1997             1996
                                                                                     ---------        ---------
                                                                                           (In Thousands)
<S>                                                                                   <C>              <C>    
Assets......................................................................          $44,835          $44,852
Loans receivable............................................................           31,948           32,127
Mortgage-back securities....................................................            6,123            7,466
Investments ................................................................            2,825            4,053
Cash and cash equivalents...................................................              117              742
Savings deposits............................................................           34,976           35,865
Other borrowings............................................................              500               --
Total stockholder's equity/retained earnings................................            9,184            8,912

</TABLE>

<TABLE>
<CAPTION>

                                                                                          Year Ended June 30,
                                                                                       ------------------------
                                                                                        1997             1996
                                                                                       -------         --------
                                                                                           (In Thousands)
<S>                                                                                    <C>              <C>   
Interest income.............................................................           $3,430           $3,430
Interest expense............................................................            1,694            1,778
Net interest income.........................................................            1,736            1,652
Provision for loan losses...................................................               24               24
Noninterest income..........................................................               44               61
Noninterest expense.........................................................            1,261            1,010
Net income..................................................................              301              446

</TABLE>

<TABLE>
<CAPTION>
                                                                                           At or For the
                                                                                        Year Ended June 30,
                                                                                      --------------------------
                                                                                        1997              1996
                                                                                      --------           -------
<S>                                                                                    <C>              <C>  
Return on average assets (net income
 divided by average total assets)...........................................             0.67%            1.00%
Return on average equity (net income
 divided by average equity).................................................             3.33             5.17
Net interest rate spread....................................................             2.96             2.83
Net yield on average interest earning assets................................             3.89             3.79
Non-performing assets to total assets.......................................             1.95             0.97
Non-performing loans to total loans.........................................             2.64             1.34
Allowance for loan losses to non-performing                                             29.70            52.30
 assets.....................................................................
Average interest earning assets to average
 interest-bearing liabilities...............................................           124.38           123.66

</TABLE>



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