SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
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)
November 9, 1998
PHS BANCORP, INC
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(Exact name of Registrant as specified in its Charter)
Pennsylvania 23-2744266
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(State or other jurisdiction (File No.) (IRS Employer
of incorporation) Identification
Number)
1427 Seventh Avenue, Beaver Falls, Pennsylvania 15010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (724) 846-7300
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Not Applicable
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(Former name or former address, if changed since last Report)
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PHS BANCORP, INC.
INFORMATION TO BE INCLUDED IN REPORT
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Item 5. Other Events
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On November 9, 1998, Peoples Home Savings Bank, a
Pennsylvania-chartered savings bank ("Bank"), completed its stock holding
company reorganization, whereby the Bank became the wholly owned subsidiary of
PHS Bancorp, Inc., a Pennsylvania corporation ("PHSB"). PHSB is majority owned
by PHS Bancorp, M.H.C., a Pennsylvania chartered mutual holding company.
Pursuant to an agreement and plan of reorganization dated May 21, 1998,
each share of Bank common stock were exchanged for one share of common stock of
PHSB.
Registrar and Transfer Company, Cranford, New Jersey is PHSB's
transfer agent.
The filing of this Form 8-K by the Registrant registers the common
stock of PHSB with the Securities and Exchange Commission under Section 12(g) of
the Securities Exchange Act of 1934, as amended ("Exchange Act"), and its common
stock succeeded the Bank's common stock on the Nasdaq National Market under the
symbol "PHSB" on November 10, 1998.
The Bank previously filed Exchange Act reports with the Federal Deposit
Insurance Corporation.
A copy of a press release issued November 9, 1998 by the Registrant is
attached hereto as Exhibit 99 and is incorporated herein by reference in its
entirety.
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
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(c) Exhibits:
2 Agreement and Plan of Reorganization.
99 Press Release dated November 9, 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, thereunto duly authorized.
PHS BANCORP, INC.
Date: November 9, 1998 By: /s/James P. Wetzel, Jr.
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James P. Wetzel, Jr.
President
EXHIBIT 2
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PEOPLES HOME SAVINGS BANK
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of May 21, 1998, by
and among PEOPLES HOME SAVINGS BANK, a Pennsylvania chartered stock savings bank
(the "Savings Bank"); PHS BANCORP, INC., a to-be-formed Pennsylvania corporation
(the "Holding Company"); and PEOPLES HOME INTERIM SAVINGS BANK, a to-be-formed
interim stock savings institution ("Interim").
The parties hereto desire to enter into an Agreement and Plan of
Reorganization whereby the corporate structure of the Savings Bank will be
reorganized into the stock holding company form of ownership (the
"Reorganization"). The result of the Reorganization will be that, immediately
after the Effective Date (as defined herein), all of the issued and outstanding
shares of Common Stock of the Savings Bank will be held by the Holding Company
and the holders of the issued and outstanding shares of Common Stock of the
Savings Bank (i.e., the mutual holding company, PHS Bancorp, M.H.C., and the
minority public stockholders) will become the holders of the issued and
outstanding shares of Common Stock of the Holding Company.
The Reorganization of the Savings Bank will be accomplished by the
following steps: (1) the formation by the Savings Bank of a wholly-owned
subsidiary of the Savings Bank, PHS Bancorp, Inc., incorporated under the laws
of the Commonwealth of Pennsylvania for the primary purpose of becoming the sole
stockholder of a newly-formed interim stock savings institution, and
subsequently becoming the sole stockholder of the Common Stock of the Savings
Bank, which formation will include the issuance of up to 100,000 shares of the
Holding Company Common Stock to the Savings Bank for a price of $10 per share
($1,000,000) for the purpose of initially capitalizing the Holding Company; (2)
the formation of an interim Pennsylvania-chartered savings institution,
"Interim," which will be wholly-owned by the Holding Company; and (3) the merger
of Interim into the Savings Bank (the "Merger"), with the Savings Bank as the
surviving entity. Pursuant to such Merger: (i) all of the issued and outstanding
shares of Common Stock of the Holding Company held by the Savings Bank will be
canceled; (ii) all of the issued and outstanding shares of Common Stock of the
Savings Bank will automatically be converted by operation of law on a
one-for-one basis into issued and outstanding shares of Common Stock of the
Holding Company; (iii) all of the issued and outstanding shares of Common Stock
of Interim will automatically be converted by operation of law on a one-for-one
basis into an equal number of issued and outstanding shares of Common Stock of
the Savings Bank, which will be all of the issued and outstanding stock of the
Savings Bank.
NOW, THEREFORE, in order to consummate this Agreement and Plan of
Reorganization (the "Agreement"), and in consideration of the mutual covenants
herein set forth, the parties agree as follows:
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ARTICLE I
MERGER OF INTERIM INTO THE SAVINGS BANK
AND RELATED MATTERS
1.1 On the Effective Date, Interim will be merged with and into the
Savings Bank and the separate existence of Interim shall cease,
and all assets and property (real, personal and mixed, tangible
and intangible, chooses in action, rights and credits) then owned
by Interim, or which would inure to it, shall immediately and
automatically, by operation of law and without any conveyance,
transfer, or further action, become the property of the Savings
Bank. The Savings Bank shall be deemed to be a continuation of
Interim, and the Savings Bank shall succeed to the rights and
obligations of Interim.
1.2 Following the Merger, the existence of the Savings Bank shall
continue unaffected and unimpaired by the Merger, with all the
rights, privileges, immunities and powers, and subject to all of
the duties and liabilities, of a corporation organized under the
laws of Pennsylvania. The Articles and Bylaws of the Savings
Bank, as presently in effect, shall continue in full force and
effect and shall not be changed in any manner whatsoever by the
Merger.
1.3 From and after the Effective Date, and subject to the actions of
the Board of Trustees of the Savings Bank, the business presently
conducted by the Savings Bank (whether directly or through its
subsidiaries) will continue to be conducted by it, as a
wholly-owned subsidiary of the Holding Company, and the present
trustees and officers of the Savings Bank will continue in their
present positions. The home office and branch offices of the
Savings Bank in existence immediately prior to the Effective Date
shall continue to be the home office and branch offices of the
Savings Bank from and after the Effective Date.
1.4 The Reorganization will have no effect on the corporate structure
of the Mutual Holding Company, PHS Bancorp, M.H.C., which will
continue to operate under its current certificate and bylaws, and
the present trustees and officers of the Mutual Holding Company
will continue in their present positions.
ARTICLE II
CONVERSION OF STOCK
2.1 The terms and conditions of the Merger, the mode of carrying the
same into effect, and the manner and basis of converting the
Common Stock of the parties to this Agreement shall be as
follows:
A. On the Effective Date, all shares of Common Stock of the
Holding Company held by the Savings Bank shall be canceled
and shall no longer be deemed to be issued or outstanding
for any purpose.
B. On the Effective Date, each share of Common Stock, $.10 par
value, of the Savings Bank ("Savings Bank Common Stock')
issued and outstanding immediately prior to the Effective
Date shall automatically by operation of law
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be converted into and shall become one share of Common
Stock, $.10 par value, of the Holding Company ("Holding
Company Common Stock"), with the rights, privileges,
preferences and voting power incident to each share of
Savings Bank Common Stock prior to such Effective Date. Each
share of Common Stock of Interim issued and outstanding
immediately prior to the Effective Date shall, on the
Effective Date, automatically by operation of law be
converted into and become one share of Common Stock, $.10
par value, of the Savings Bank and shall not be further
converted into shares of the Holding Company Common Stock,
so that from and after the Effective Date, all of the issued
and outstanding shares of Common Stock of the Savings Bank
shall be held by the Holding Company.
C. From and after the Effective Date, each holder of an
outstanding certificate or certificates, which, prior
thereto, represented shares of Savings Bank Common Stock,
shall, upon surrender of the same to the Savings Bank or the
designated agent of the Savings Bank ("Exchange Agent"), be
entitled to receive, in exchange therefor, a certificate or
certificates representing the number of whole shares of
Holding Company Common Stock into which the shares
theretofore represented by the certificate or certificates
to be surrendered shall have been converted, as provided in
the foregoing provisions of this Section. Until so
surrendered, each such outstanding certificate which, prior
to the Effective Date, represented shares of Savings Bank
Common Stock shall be deemed for all corporate purposes to
evidence the ownership of the number of whole shares of
Holding Company Common Stock into which the shares of the
Common Stock of the Savings Bank shall have been so
converted.
D. All shares of Holding Company Common Stock into which shares
of Savings Bank Common Stock shall have been converted
pursuant to this Article shall be deemed to have been issued
in full satisfaction of all rights pertaining to such
converted shares.
E. On the Effective Date, the holders of certificates formerly
representing Savings Bank Common Stock outstanding on the
Effective Date shall cease to have any rights with respect
to Savings Bank Common Stock, and their sole rights shall be
with respect to the Holding Company Common Stock into which
their shares of Savings Bank Common Stock shall have been
converted by the Merger.
ARTICLE III
CONDITIONS
3.1 The obligations of the Savings Bank, the Holding Company and
Interim to effect the Merger and otherwise consummate the
transactions which are the subject matter hereof shall be subject
to satisfaction of the following conditions:
A. To the extent required by applicable law, rules, and
regulations, the holders of the outstanding shares of
Savings Bank Common Stock shall, at a meeting of the
stockholders of the Savings Bank duly called, have approved
this Agreement by
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the affirmative vote of a majority of the outstanding shares
of Savings Bank Common Stock.
B. The shares of Holding Company Common Stock to be issued to
the Savings Bank stockholders pursuant to the Merger shall
have been, if required by law, duly registered pursuant to
the Securities Act of 1933, as amended, and the Savings Bank
shall have complied with all applicable state securities or
"blue sky" laws relating to the issuance of the Holding
Company Common Stock.
C. Any and all approvals from the Pennsylvania Department of
Banking (the "PDB"), the Federal Deposit Insurance
Corporation, the Board of Governors of the Federal Reserve
System ("FRB"), the Securities and Exchange Commission and
any other governmental agency having jurisdiction necessary
for the lawful consummation of the Merger and the issuance
and delivery of the Holding Company Common Stock as
contemplated by this Agreement shall have been obtained.
D. The Savings Bank shall have received either (i) a ruling
from the Internal Revenue Service or (ii) an opinion from
its legal counsel, to the effect that the Reorganization
will be treated as a non-taxable transaction under
applicable provisions of the Internal Revenue Code and that
no gain or loss will be recognized by the stockholders of
the Savings Bank upon the exchange of Savings Bank Stock
held by them for Holding Company Stock.
ARTICLE IV
EFFECTIVE DATE OF MERGER
Upon satisfaction or waiver (in accordance with the provisions of this
Agreement) of each of the conditions set forth herein, the parties hereto shall
execute and cause to be filed Articles of Combination, and/or such certificates
or further documents as shall be required by the PDB, the Office of the
Secretary of the PDB, and with such other federal or state regulatory agencies
as may be required. Upon approval by the PDB, and endorsement of such
certificates, the Merger and other transactions contemplated by this Agreement
shall become effective. The Effective Date for all purposes hereunder shall be
the date of such endorsement.
ARTICLE V
AMENDMENT AND TERMINATION
5.1 The Savings Bank, the Holding Company and Interim, by mutual
consent of their respective Boards of Trustees or Incorporators,
as the case may be, to the extent permitted by law, may amend,
modify, supplement and interpret this Agreement in such manner as
may be mutually agreed upon by them at any time before or after
the approval and adoption thereof by the stockholders of the
Savings Bank; provided, however, that no such amendment,
modification, supplement or interpretation shall have a
materially adverse impact on the Savings Bank or its stockholders
except with the approval of the stockholders of the Savings Bank.
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5.2 This Agreement may be terminated at the election of any of the
parties hereto if any one or more of the conditions to the
obligations of any of them hereunder shall have been satisfied
and become incapable of fulfillment and shall have not been
waived. This Agreement may also be terminated at any time prior
to the Effective Date by the mutual consent of the respective
Boards of Trustees of the parties.
5.3 In the event of the termination of this Agreement pursuant to any
of the foregoing provisions, no party shall have any further
liability or obligation of any nature to any other party under
this Agreement.
ARTICLE VI
MISCELLANEOUS
6.1 This Agreement incorporates and adopts any restrictions that may
be (or have been) imposed on the Holding Company or the Mutual
Holding Company, relating to the waver of dividends by the Mutual
Holding Company, the repurchase of stock by the Holding Company
or the Mutual Holding Company or the conversion of the Mutual
Holding Company to stock form.
6.2 Any of the terms or conditions of this Agreement (other than the
necessary approvals of stockholders and government authorities)
may be waived at any time by any party hereto which is entitled
to the benefit thereof, by action taken by its Board of Trustees;
provided, however, that such action shall be taken only if, in
the judgment of the Board of Trustees taking the action, such
waiver will not have a materially adverse effect on the benefits
intended under this Agreement to be afforded to the stockholders
of the Savings Bank.
6.3 This Agreement embodies the entire agreement among the parties
and there have been and are no agreements, representations or
warranties among the parties other than those set forth or
provided for herein.
6.4 Any number of counterparts hereof may be executed and each such
counterpart shall be deemed to be an original instrument, but all
such counterparts together shall constitute but one instrument.
6.5 Any notice or waiver to be given to any party shall be in writing
and shall be deemed to have been duly given if delivered, mailed,
or sent by prepaid telegram, addressed to such party at 744
Shenango Road, Beaver Falls, Pennsylvania 15010.
6.6 The captions contained in this Agreement are solely for
convenient reference and shall not be deemed to affect the
meaning or interpretation of any paragraph hereof.
6.7 The Savings Bank will pay all fees and expenses incurred in
connection with the transactions contemplated by this Agreement.
After the Reorganization, the Holding Company will incur certain
expenses that arise from its creation for the purpose of serving
as, and continued existence as, the holding company of the
Savings Bank, such
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as the costs associated with the filing of reports with the PDB,
holding of trustees and stockholders meetings and maintaining
relations with and providing reports to stockholders. The Savings
Bank agrees that it will reimburse the Holding Company for such
ordinary and usual expenses when and as payable by the Holding
Company.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement and Plan of Reorganization as of the date first above written.
PEOPLES HOME SAVINGS BANK
BY: /s/ James P. Wetzel, Jr.
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James P. Wetzel, Jr., President
ATTEST: /s/ John M. Rowse
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John M. Rowse, Corporate Secretary
PHS BANCORP, INC. (In Formation)
BY: /s/ James P. Wetzel, Jr.
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James P. Wetzel, Jr., President
ATTEST: /s/ John M. Rowse
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John M. Rowse, Corporate Secretary
PEOPLES HOME INTERIM SAVINGS BANK
(In Formation)
BY: /s/ James P. Wetzel, Jr.
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James P. Wetzel, Jr., President
ATTEST: /s/ John M. Rowse
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John M. Rowse, Corporate Secretary
EXHIBIT 99
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Peoples Home Savings Bank Contact: James P. Wetzel, Jr.
PHS Bancorp, Inc. President
Beaver Falls, Pennsylvania (724) 846-7300
PEOPLES HOME SAVINGS BANK
ANNOUNCES COMPLETION OF STOCK HOLDING COMPANY REORGANIZATION
Beaver Falls, Pennsylvania -- November 9, 1998 (Nasdaq "PHSB") -- James P.
Wetzel, Jr., President of Peoples Home Savings Bank (the "Bank"), announced that
the Bank has completed its reorganization to the stock holding company form of
organization. In connection with the reorganization, stockholders of the Bank
will exchange their shares of common stock in the Bank for shares of common
stock in PHS Bancorp, Inc., a Pennsylvania corporation, on a one-for-one basis.
Upon completion of the reorganization, there will be 2,760,000 shares of common
stock of PHS Bancorp, Inc. issued and outstanding. PHS Bancorp, M.H.C. will own
55% of the outstanding stock of PHS Bancorp, the stock holding company.
Beginning Tuesday, November 10, 1998, the common stock of PHS Bancorp,
Inc. will succeed the Bank's common stock in the over-the-counter market on the
Nasdaq National Market and, for the first 20 trading days, will trade under the
symbol "PHSBD." Upon the expiration of the 20-day period, the common stock will
trade under the Bank's old symbol "PHSB."
PHS Bancorp, Inc. will file periodic financial reports with
the Securities and Exchange Commission.
The Bank, a Pennsylvania chartered savings bank, operates nine offices
in the Pennsylvania Counties of Beaver and Lawrence. At September 30, 1998, the
Bank had total assets of $236.9 million, total deposits of $176.9 million and
total stockholders' equity of $29.3 million.
