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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 5, 1996
PENFED BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-25750 61-1275478
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
215 Shelby
Falmouth, Kentucky 41040-1238
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (606) 654-6961
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Not Applicable
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(Former name or former address, if changed since last report)<PAGE>
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ITEM 5. OTHER EVENTS.
On August 14, 1996 the Registrant announced that it had
approved the establishment of a grantor trust that would commence
purchasing up to 10% of the Registrant's outstanding common stock,
or approximately 34,500 shares, over a twelve month period. The
Registrant's press release is attached hereto as Exhibit 99.1 and
incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
Exhibit 99.1 Press Release dated August 14, 1996
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SIGNATURE
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.
PENFED BANCORP, INC.
By: /s/ David C. Wills
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David C. Wills
President & Chief Operating
Officer
Date: September 4, 1996
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PENFED BANCORP, INC.
ANNOUNCES STOCK PLAN TRUST PURCHASE PROGRAM
Falmouth, Kentucky 41040-1238 ... August 30, 1996: Penfed
Bancorp announced today that its Board of Directors has approved
the establishment of a grantor trust that would commence purchasing
up to 34,500 shares of the company's common stock, which represents
approximately 10% of the outstanding common stock. The purchases
will be dependent upon market conditions and there is no guarantee
as to the exact number of shares to be purchased by the company's
trust.
Mr. David C. Wills, President & Chief Operating Officer of the
company, stated that the trust's purchases are expected to be
completed within the next twelve months, with shares being held
principally for delivery upon the exercise of outstanding stock
options. According to Mr. Wills, the trust's purchases generally
would be effected through open market purchases, although he did
not rule out the possibility of unsolicited negotiated transactions
or other types of repurchases. Mr. Wills explained that the
trust's purchases are designed to offset the future dilution
incurred in connection with implementation of the company's stock
option plan. In addition, Mr. Wills noted that the Board of
Directors considers the company's common stock to be an attractive
investment.
