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
September 16, 1996
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(Date of earliest event reported)
Troy Hill Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-24350 25-0844150
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1706 Lowrie Street, Pittsburgh, Pennsylvania 15212
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(Address of principal executive offices) (Zip Code)
(412) 231-8238
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
Exhibit Index appears on page 6.
ITEM 5. OTHER EVENTS
On September 16, 1996, PennFirst Bancorp, Inc. ("PennFirst"), a
Pennsylvania corporation headquartered in Ellwood City, Pennsylvania, and Troy
Hill Bancorp, Inc. ("THB"), a Pennsylvania corporation headquartered in
Pittsburgh, Pennsylvania, entered into an Agreement and Plan of Reorganization
(the "Agreement") (including an Agreement of Merger) which sets forth the terms
and conditions under which THB will merge with and into PennFirst (the
"Merger").
The Agreement provides that upon consummation of the Merger, and subject to
certain further terms, conditions, limitations and procedures set forth in the
Agreement, each outstanding share of Common Stock of THB ("THB Common Stock")
(other than (i) shares as to which dissenters' rights have been asserted and
duly perfected in accordance with Pennsylvania law and (ii) any shares held by
THB (including treasury shares) or PennFirst or any of their respective wholly-
owned subsidiaries) shall, by virtue of the Merger, and without any further
action by the holder thereof, be converted into and represent the right to
receive, at the election of the holder thereof,
(i) the number of shares of PennFirst Common Stock which is equal to (the
"Exchange Ratio") the quotient determined by dividing (x) $21.15 by (y)
the average of the high bid and low asked price per share of PennFirst
Common Stock, as reported on the Nasdaq Stock Market's National Market (as
reported by an authoritative source), for the 20 trading days ending on
the date PennFirst and THB receive all requisite regulatory approvals
and satisfy all applicable waiting periods, or
(ii) a cash amount equal to $21.15 per share of THB Common Stock,
subject to an overall requirement that 40% of the total outstanding Troy Hill
Common Stock exchanged for cash.
The Agreement provides that PennFirst shall maintain Troy Hill Federal
Savings Bank ("Troy Hill"), a federally chartered savings bank and wholly-owned
subsidiary of THB, as a separate subsidiary of PennFirst for a period of not
less than one year from the Effective Time (as defined in the Agreement).
Following such one-year period, PennFirst may, in its sole discretion, determine
to merge or consolidate Troy Hill with ESB Bank, FSB ("ESBB"), a federally
chartered savings bank and wholly-owned subsidiary of PennFirst.
Concurrently with the execution and delivery of the Agreement, (i) THB
entered into a Stock Option Agreement with PennFirst (the "Stock Option
Agreement") whereby THB granted to PennFirst an option to purchase up to 213,000
shares of THB Common Stock, representing 19.9% of the outstanding shares of THB
Common Stock, at a price of $15.75 per share, which is exercisable only upon the
occurrence of certain events. The Stock Option Agreement provides the grantee
with the right to require the issuer to register the
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Common Stock acquired by or issuable upon exercise of the option under the
Securities Act of 1933, as amended.
Consummation of the Merger is subject to the approval of the respective
shareholders of PennFirst and THB and the receipt of all required regulatory
approvals, as well as other customary conditions.
The Agreement, the Stock Option Agreement and the press release issued by
PennFirst and THB on September 16, 1996 regarding the Merger are attached as
exhibits to this report and are incorporated herein by reference. The foregoing
summaries of the Agreement and the Stock Option Agreement do not purport to be
complete and are qualified in their entirety by reference to such agreements.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The following exhibits are filed with this report:
Exhibit Number Description
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2 Agreement and Plan of Reorganization,
dated as of September 16, 1996, between
PennFirst and THB (including the
Agreement of Merger, dated as of
September 16, 1996, between PennFirst
and THB and attached as Appendix A
thereto)
10 Stock Option Agreement, dated as of September
16, 1996, between PennFirst (as grantee) and
THB (as issuer) and attached as Exhibit A to
the Agreement
20 Press Release issued on September 16, 1996
with respect to the Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to the signed on its behalf by the
undersigned thereunto duly authorized.
TROY HILL BANCORP, INC.
Date: September 25, 1996 By: /s/ Ellry N. Davis
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Ellry N. Davis
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
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2 Agreement and Plan of Reorganization,
dated as of September 16, 1996, between
PennFirst and THB (including the
Agreement of Merger, dated as of
September 16, 1996, between PennFirst
and THB and attached as Appendix A
thereto)
10 Stock Option Agreement, dated as of September
16, 1996, between PennFirst (as grantee) and
THB (as issuer) and attached as Exhibit A to
the Agreement
20 Press Release issued on September 16, 1996
with respect to the Agreement
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