-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VzG4aDeq6WB1fmgZoJ+r93pcSunmuQOZ+ObSX3jgWqxvduZf58i9VxI1mLDHIb+/ 0Bfyd3cOhq9HfYVWlhwKOg== 0000946275-98-000176.txt : 19980324 0000946275-98-000176.hdr.sgml : 19980324 ACCESSION NUMBER: 0000946275-98-000176 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980320 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980323 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMCLAIRE FINANCIAL CORP CENTRAL INDEX KEY: 0000858800 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251606091 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-18464 FILM NUMBER: 98571191 BUSINESS ADDRESS: STREET 1: 612 MAIN ST CITY: EMLENTON STATE: PA ZIP: 16373 BUSINESS PHONE: 4128672311 MAIL ADDRESS: STREET 1: POST OFFICE BOX D STREET 2: 612 MAIN STREET CITY: EMLENTON STATE: PA ZIP: 16373 8-K 1 FORM 8-K 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 Emclaire Financial Corp. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) Pennsylvania 333-11773 25-1606091 - ---------------------------- -------------- -------------- (State or other jurisdiction (SEC File No.) (IRS Employer of incorporation) Identification Number) 612 Main Street, Box D, Emlenton, Pennsylvania 16373 - ---------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 724-867-2311 ------------ Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last Report) INFORMATION TO BE INCLUDED IN REPORT ------------------------------------ Item 5. Other Events ------------ 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 - -------- Exhibit 99 -- Press Release Concerning Letter of Intent dated March 20, 1998. - ---------- 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. Emclaire Financial Corp. Date: March 23, 1998 By: /s/John J. Boczar ---------------------------- John J. Boczar Treasurer EX-99 2 EXHIBIT 99 EXHIBIT 99 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." 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. -----END PRIVACY-ENHANCED MESSAGE-----