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UNITED STATES
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): June 4, 2002
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PFSB BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Missouri 0-25355 31-1627743
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(State or other Jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
123 West Lafayette Street, P.O. Box 72, Palmyra, Missouri 63461
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(Address of principal executive offices)
(573) 769-2134
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
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On June 4, 2002, PFSB Bancorp, Inc. ("PFSB Bancorp"), the parent
company of Palmyra Savings, and First Federal Bancshares, Inc. ("First Federal
Bancshares"), the parent company of First Federal Bank, entered into an
Agreement and Plan of Merger (the "Merger Agreement") pursuant to which PFSB
Bancorp will merge with and into First Federal Bancshares. Concurrently with the
merger, Palmyra Savings will merge with and into First Federal Bank.
Under the terms of the agreement, PFSB Bancorp shareholders may elect
to receive either shares of First Federal Bancshares common stock, $21.00 in
cash or a combination of stock and cash in exchange for their shares of PFSB
Bancorp common stock. The elections of PFSB Bancorp shareholders will be subject
to the requirement that 50% of PFSB Bancorp shares be exchanged for cash and 50%
be exchanged for First Federal Bancshares common stock. To the extent they
receive shares of First Federal Bancshares, the transaction is expected to be
tax-free to PFSB Bancorp shareholders.
The number of shares of First Federal Bancshares common stock into
which each PFSB Bancorp share will be exchanged will be based on the price of
First Federal Bancshares common stock over a measurement period prior to the
closing, as follows:
Average closing price of
First Federal Bancshares common stock
during measurement period Exchange Ratio
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1. $13.09 or less 1. 1.364
2. Greater than $13.09 and less than $14.83 2. $17.85 divided by average
3. $14.83 or more and less than $20.07 closing price
4. $20.07 or more 3. 1.203
4. $24.15 divided by average
closing price
PFSB Bancorp may elect to terminate the agreement if the value of First
Federal Bancshares stock declines below $13.09 and underperforms the SNL Thrift
Index w/ Assets <$250M by 15% during a specified measurement period. Prior to
PFSB Bancorp terminating the agreement under such circumstances, First Federal
Bancshares may elect to increase the exchange ratio.
The transaction is expected to close in the fourth quarter of 2002. It
is subject to certain conditions, including the approval of the shareholders of
PFSB Bancorp and the receipt of regulatory approval. Each of the directors of
PFSB Bancorp, who hold in the aggregate approximately 6.9% of the outstanding
shares of PFSB Bancorp, have agreed to vote their shares in favor of the merger.
First Federal Bancshares' management team and board of directors will
remain intact following the merger. One member of PFSB Bancorp's board of
directors will be added to the boards of directors of First Federal Bancshares
and First Federal Bank.
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The foregoing summary of the Merger Agreement is not complete and is
qualified in its entirety by reference to the complete text of such document,
which is filed as Exhibit 2.1 to this Form 8-K and which incorporated herein by
reference in its entirety.
A press release announcing the transaction was issued on June 4, 2002,
a copy of which is filed as Exhibit 99.1 to this Form 8-K and which is
incorporated herein by reference in its entirety.
ITEM 7. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
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Exhibit 2.1 Agreement and Plan of Merger dated June 4, 2002 by and
between First Federal Bancshares, Inc. and PFSB Bancorp,
Inc.
Exhibit 99.1 Press release dated June 4, 2002.
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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.
PFSB BANCORP, INC.
Dated: June 6, 2002 By: /s/ Eldon R. Mette
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Eldon R. Mette
President and Chief Executive Officer
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