HARVEST HOME FINANCIAL CORP
8-K, 1999-10-21
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 the earliest event reported)  October 20, 1999
                                                   ---------------------------

- ------------------------------------------------------------------------------
                       HARVEST HOME FINANCIAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

Ohio
(State or Other Jurisdiction of
incorporation or organization)

0-25300                                             31-1402988
(Commission File Number)                            (IRS Employer
                                                    Identification Number)

3621 Harrison Avenue
Cheviot, Ohio                                       45211
(Address of principal                               (Zip Code)
executive office)
                                 (513) 661-6612
              (Registrant's telephone number, including area code)
- ------------------------------------------------------------------------------

                           No change since last report
          (Former Name or Former Address, if Changed Since Last Report)


ITEM 5.  OTHER EVENTS

         On  September  30,  1999,  Harvest  Home  Financial   Corporation  (the
"Registrant"   or  "HHFC")  and  Peoples   Building  Loan  and  Savings  Company
("Peoples")  entered  into an  agreement  wherein  HHFC will merge with and into
Peoples  ("Acquisition").  In  connection  with the  Acquisition,  Peoples  will
undertake to convert  from a mutual to a stock  institution  ("Conversion")  and
form a holding company. Under the terms of the Acquisition agreement, each share
of  Harvest  Home  will be  exchanged  for a  combination  of $9.00 in cash plus
Peoples  Common Stock with a market value of $9.00,  based on the initial public
offering price of Peoples  Common Stock.  It is currently  anticipated  that the
number of Peoples  Common  Stock that will be  exchanged  for each share of HHFC
common  stock is 0.9 shares  assuming an initial  public  offering  price of the
Peoples' Common Stock of $10.00 per share.

<PAGE>

         The  consummation  of the Acquisition is subject to the approval of the
shareholders of HHFC,  consummation of the Merger, the Conversion of Peoples and
the receipt of all required  regulatory  approvals.  It is anticipated  that the
Merger  and  the  Acquisition  will  be  consummated   simultaneously  with  the
completion of the  Conversion.  The  transaction  is anticipated to close in the
second quarter of 2000.

         On October 1, 1999,  a joint  press  release was issued by the HHFC and
Peoples announcing the Acquisition,  Merger and Conversion. The press release is
attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 7.  FINANCIAL STATEMENTS, EXHIBITS

(c)      Exhibits

         99.1     Joint press release by HHFC and Peoples released on October 1,
                  1999 announcing the Acquisition, Merger and Conversion.


                                   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 hereunder duly authorized.


                                      HARVEST HOME FINANCIAL CORP.
                                      Registrant



                                      By: /s/ John E. Rathkamp
                                          John E. Rathkamp
                                          President, Chief Executive Officer
                                          And Secretary


Date:   October 20, 1999





                                  PRESS RELEASE

<TABLE>
<CAPTION>

<S>                                     <C>                            <C>
The Peoples Building, Loan      The Oakley Improved           Harvest Home Financial
And Savings Company             Building & Loan Company       Corporation
11 S. Broadway                  3924 Isabella                 3621 Harrison Avenue
Lebanon, Ohio                   Cincinnati, Ohio              Cheviot, Ohio
(513) 932-3876                  (513) 531-0591                (513) 661-6612

Contact: Jerry D. Williams      Contact:  Thomas J. Noe       Contact:  John E. Rathkamp
         President                        Managing Officer              Managing Officer

</TABLE>

         October 1, 1999, Peoples Building,  Loan and Savings Company,  Lebanon,
Ohio, and Harvest Home Financial  Corporation (Nasdaq:  HHFC), parent of Harvest
Home Savings Bank, Cheviot,  Ohio, announced today the execution of a definitive
agreement  pursuant to which  Harvest Home will merge with and into Peoples (the
"Acquisition").  In connection with the  Acquisition,  Peoples will undertake to
convert from a mutual to a stock institution  ("Conversion")  and form a holding
company.  Under the terms of the  agreement,  each share of Harvest Home will be
exchanged  for a  combination  of $9.00 per share in cash plus shares of Peoples
Common Stock with a value of $9.00,  based on the initial public  offering price
of Peoples Common Stock. It is currently  anticipated  that the number of shares
of Peoples  Common Stock that will be  exchanged  for each share of Harvest Home
Common Stock is 0.9 shares  assuming the initial  offering price of the Peoples'
Common Stock is $10.00 per share.

         In addition,  Peoples and The Oakley Improved  Building & Loan Company,
Cincinnati, Ohio, announced today the execution of a definitive merger agreement
pursuant to which Oakley will merge with and into Peoples  immediately  prior to
the Conversion.

         Jerry D. Williams, President of Peoples stated: "We are very pleased to
announce the combination of these three outstanding community institutions whose
franchises and operating philosophies complement each other. On a combined basis
we  will  operate  six  full-service  branch  offices  serving  Cincinnati  area
communities   located  in  Clinton,   Hamilton  and  Warren  Counties  in  Ohio.
Furthermore,  the capital raised in our stock conversion will facilitate greatly
further growth and diversification of our combined companies."

         John E.  Rathkamp,  President  and  Managing  Officer of Harvest  Home,
commented as follows:  "We are very excited about our proposed  affiliation with
Peoples. This combination will allow us to better serve consumers and businesses
in our market  area by  broadening  the  products  and  services we offer to our
customers.  Moreover, Peoples shares our commitment to community involvement and
quality  customer  service." Mr.  Rathkamp went on to state that the Merger will
provide Harvest Home  shareholders  with a strong return on their  investment as
well as a great opportunity to own stock in a strong community bank.

         Thomas J. Noe,  Managing Officer of Oakley stated,  "We look forward to
becoming part of this transaction and offering expanded  products,  services and
facilities to our customers. In addition, this affords certain of our depositors
the  opportunity  to  participate  in the  Conversion  and own stock in a strong
community bank with  strategic  geographic  locations in the greater  Cincinnati
market area."

<PAGE>

     Consummation  of  the  Acquisition  is  subject  to  the  approval  of  the
shareholders  of Harvest home,  consummation  of the Merger,  the  Conversion of
Peoples and the receipt of all required  regulatory  approvals.  Consummation of
the Merger is subject to the Conversion of Peoples,  the completion of all steps
necessary  to  consummate  the  Acquisition  and  the  receipt  of all  required
regulatory approvals. It is anticipated that the Merger and the Acquisition will
be  consummated  simultaneously  with  the  completion  of the  Conversion.  The
transaction is anticipated to close in the second quarter of 2000.

     Charles Webb & company,  A Division of Keefe,  Bruyette & Woods, Inc. acted
as financial advisor to Peoples. Elias, Matz, Tiernan & Herrick, L.L.P. acted as
special legal counsel to Peoples. Charles Webb & Company also acted as financial
advisor to  Harvest  Home.  Silver,  Freedman  & Taff,  L.L.P.  acted as special
counsel to Oakley. Kepley, Gilligan & Eyrich acted as special counsel to Harvest
Home.

     Peoples  operates  from its main  office in  Lebanon,  Ohio and one  branch
office in Blanchester. At June 30, 1999, Peoples had assets of $89.6 million and
total equity of $11.7 million.

     Harvest Home operates from its main office in Cheviot,  Ohio and two branch
offices in Cincinnati. At June 30, 1999, Harvest Home had consolidated assets of
$100.3 million and total stockholders' equity of $9.8 million.

     Oakley  operates one office in  Cincinnati.  At June 30,  1999,  Oakley had
total assets of $17.3 million and total equity of $3.1 million.





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