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): March 20, 1998
PEOPLES SAVINGS FINANCIAL CORPORATION
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(Exact name of Registrant as specified in its Charter)
Pennsylvania 0-22812 25-1720517
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(State or other jurisdiction (SEC File No.) (IRS Employer
of incorporation) Identification
Number)
173 Main Street, Ridgway, Pennsylvania 15853-1096
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(814) 773-3195
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Not Applicable
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(Former name or former address, if changed since last Report)
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PEOPLES SAVINGS FINANCIAL CORPORATION
INFORMATION TO BE INCLUDED IN REPORT
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Item 5. Other Events
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On March 20, 1998, Emclaire Financial Corp., Emlenton, Pennsylvania
("Emclaire") entered into a letter of intent to acquire all of the outstanding
stock of Peoples Savings Financial Corporation ("Peoples"), Ridgway,
Pennsylvania ("Acquisition").
A copy of a press release issued March 20, 1998 by the Registrant is
attached hereto as Exhibit 99 and is incorporated herein by reference in its
entirety.
In addition, in the event the Acquisition is not completed and, among
other things, there is a subsequent third party acquisition of, or agreement of
acquisition for, Peoples, the parties have agreed that Emclaire will be entitled
to a break-up fee equal to 5% of the total deal value.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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Exhibit 99 -- Press Release Concerning Letter of Intent dated March 20, 1998.
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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, hereunto duly authorized.
PEOPLES SAVINGS FINANCIAL CORPORATION
Date: April 2, 1998 By: /s/ Glenn R. Pentz
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Glenn R. Pentz
Secretary and
Chief Financial Officer
EXHIBIT 99
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Emclaire Financial Corp. Contact: David L. Cox, President
The Farmers National Bank of Emlenton and Chief Executive Officer
Emlenton, Pennsylvania John J. Boczar, Treasurer
(724) 867-2311
Peoples Savings Financial Corporation
Peoples Savings Bank
Ridgway, Pennsylvania
FOR IMMEDIATE RELEASE
EMCLAIRE FINANCIAL CORP. ENTERS INTO LETTER OF INTENT TO ACQUIRE
PEOPLES SAVINGS FINANCIAL CORPORATION
Emlenton, Pennsylvania -- March 20, 1998 -- Mr. David L. Cox, President and
Chief Executive Officer of Emclaire Financial Corp. (OTCBB: EMCF), Emlenton,
Pennsylvania, ("Emclaire" or the "Company"), the holding company of The Farmers
National Bank of Emlenton ("Farmers"), announced today that the Company has
signed a binding letter of intent providing for the acquisition ("Acquisition")
of Peoples Savings Financial Corporation (OTCBB: PSVF), Ridgway, Pennsylvania
("Peoples"), the holding company of Peoples Savings Bank ("Peoples Savings").
Emclaire will purchase 100% of the outstanding stock of Peoples. Shares of
Peoples common stock will be exchanged for $26.00, payable in the aggregate in
the form of 45% cash and 55% common stock of the Company. Each shareholder of
Peoples may select payment in the form of cash, stock or a combination thereof,
subject to proration in the event too many shareholders select one form of
consideration. The number of shares of common stock to be exchanged will be
determined by a floating exchange ratio if Emclaire's stock price, as determined
at the time of closing, is between $15 and $21 per share. Based upon the last
known sales price of Emclaire's Common Stock as of March 20, 1998, approximately
383,000 shares of Emclaire Common Stock and $5.5 million in cash will be issued
and paid, respectively, by the Company in the transaction.
The Acquisition is expected to be accounted for as a purchase and to be tax-free
to the shareholders of Peoples to the extent that they receive Emclaire Common
Stock in exchange for Peoples stock. The transaction is subject to certain
contingencies including the execution of a final definitive merger agreement,
satisfaction of applicable federal regulatory requirements, approval by the
shareholders of the Company and Peoples, and completion of a due diligence
examination. It is anticipated the transaction will close during the third
quarter of 1998.
David L. Cox, President and Chief Executive Officer of the Company said, "This
merger is a natural fit for Emclaire. The markets served by Peoples adjoin or
overlap markets served by Farmers. The acquisition of Peoples is a tremendous
opportunity for us to expand those markets, and to expand the products and
services currently offered to Peoples' customers."
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Norbert J. Pontzer, President and Chief Executive Officer of Peoples said, "We
feel this merger is a unique opportunity for Peoples stockholders and customers.
We chose to associate with The Farmers National Bank of Emlenton because of
their dedication to the communities they serve, their customers, and their
employees."
Emclaire Financial Corp. is a bank holding company which owns all of the
outstanding stock of Farmers. Farmers, with eight offices in Venango, Butler and
Clarion counties, is a community-oriented, commercial bank providing a full
range of retail banking services. The Company's common stock is quoted on the
OTC Electronic Bulletin Board under the symbol "EMCF."
Peoples is a bank holding company, which owns all of the outstanding stock of
Peoples Savings Bank. Peoples Savings is a community-oriented retail savings
institution offering traditional deposit and mortgage loan products through
three offices in Elk, Jefferson and Clearfield counties, Pennsylvania. At
December 31, 1997, Peoples had consolidated total assets, deposits and
shareholders' equity of $44.5 million, $35.2 million and $9.3 million,
respectively.
Hopper Soliday & Co. Inc. is assisting Emclaire in the proposed Acquisition.
