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)
February 16, 2000
PEEKSKILL FINANCIAL CORPORATION
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(Exact name of Registrant as specified in its Charter)
Delaware 0-27178 13-3858258
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) Number)
1019 Park Street, Peekskill, New York 10566
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 737-2777
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
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On February 16, 2000 Sound Federal Bancorp ("Sound Federal") entered
into an Agreement and Plan of Merger (the "Agreement") with Peekskill Financial
Corporation (the "Registrant"). Under the terms of the Agreement, the Registrant
will be merged into a subsidiary of Sound Federal, all shares of the Registrant
will be cancelled, and Sound Federal will pay $22.00 per share in cash for each
of the 1,762,228 outstanding shares of the Registrant's common stock. Each
option to purchase the Registrant's common stock shall be converted into the
right to receive in cash an amount equal to the difference (if a positive
number) between $22.00 and the exercise price of the option.
As a result of the merger, First Federal Savings Bank will merge into
Sound Federal Savings and Loan Association, the wholly-owned subsidiary of Sound
Federal, and the Registrant's main office and two branch locations will become
branch offices of Sound Federal Savings and Loan Association. The aggregate
purchase price for the transaction (including cash payments for the cancellation
of options) is approximately $41.7 million. The transaction will be accounted
for using the purchase method of accounting.
In connection with the execution of the Agreement, Sound Federal and
the Registrant entered into a Stock Option Agreement, dated as of February 16,
2000, pursuant to which the Registrant granted Sound Federal an option to
purchase, subject to certain terms and conditions contained therein, up to an
aggregate of 19.9% of the outstanding shares of the Registrant's common stock.
The option was granted as an inducement to Sound Federal's willingness to enter
into the Agreement. A copy of the Stock Option Agreement is attached hereto as
Exhibit 2.2 and is incorporated herein by reference.
Consummation of the merger is subject to approval by Peekskill's
shareholders and the receipt of all required regulatory approvals. It is
anticipated that the transaction will be completed by the end of the third
quarter of the year 2000. At December 31, 1999, the Registrant had total assets
of $212.7 million and total deposits of $152.7 million.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
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The following Exhibits are filed as part of this report:
Exhibit No. Description
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2.1 Agreement and Plan of Merger by and Between Sound Federal Bancorp,
Sound Federal Savings and Loan Association and Peekskill Financial
Corporation Dated as of February 16, 2000
2.2 Stock Option Agreement
99.1 Press Release of Peekskill Financial Corporation
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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.
PEEKSKILL FINANCIAL CORPORATION
DATE: February 29, 2000 By: /S/ William J. LaCalamito
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William J. LaCalamito
President and Chief Financial Officer
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EXHIBIT INDEX
The following Exhibits are filed as part of this report:
Exhibit No. Description
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2.1 Agreement and Plan of Merger by and Between Sound Federal
Bancorp, Sound Federal Savings and Loan Association and Peekskill
Financial Corporation Dated as of February 16, 2000
2.2 Stock Option Agreement
99.1 Press Release of Peekskill Financial Corporation
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