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)
January 6, 1999
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)
1
Item 5. Other Events
On January 6, 1999 and January 12, 1999, the Registrant issued
the attached press releases.
Item 7. Financial Statements and Exhibits
(a) Exhibits
99.1 Press release, dated January 6, 1999.
99.2 Press release, dated January 12, 1999.
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 thereunto duly authorized.
PEEKSKILL FINANCIAL CORPORATION
Date: January 13, 1999 By: /s/William J. LaCalamito
William J. LaCalamito
President and Chief
Operating Officer
EXHIBIT 99.1
[PEEKSKILL FINANCIAL CORPORATION LETTERHEAD]
CONTACT: William J. LaCalamito For Immediate
Release
President January 6, 1999
Peekskill Financial Corporation
(914) 737-2777
PEEKSKILL FINANCIAL CORPORATION REJECTS UNSOLICITED ACQUISITION
OFFER; CONTINUES PREVIOUSLY ANNOUNCED DUTCH AUCTION TENDER OFFER
Peekskill, New York.... January 6, 1999 - Peekskill Financial
Corporation (NASDAQ NMS: PEEK), Peekskill, New York, confirmed
today it had received and rejected an unsolicited expression of
interest in acquiring the Company for a cash purchase price of
$17.25 per share, subject to various contingencies, from BRT Realty
Trust. The Company also confirmed that it intended to continue its
previously announced "Modified Dutch Auction Tender Offer" to
repurchase up to 800,000 shares of its common stock at a price of
up to $16.75 per share.
According to Eldorus Maynard, the Company's Chairman of the
Board, "over the last several months, the Board of Directors has
conducted an in-depth review of the Company's future strategic
options. As a result of this study, the Board concluded that it
was in the best interests of shareholders for the Company to
execute its business plan and implement a modified dutch auction
tender offer. Based on the above, after due deliberation, the
Board of Directors reaffirmed its position that the Company is not
for sale and determined not to pursue the expression of interest."
* * *
EXHIBIT 99.2
[PEEKSKILL FINANCIAL CORPORATION LETTERHEAD]
CONTACT: William J. LaCalamito For Immediate
Release
President January 12,
1999
Peekskill Financial Corporation
(914) 737-2777
PEEKSKILL FINANCIAL CORPORATION ASSERTS THAT STOCKHOLDER SUIT IS
WITHOUT MERIT; INTENDS TO CONTEST IT VIGOROUSLY
Peekskill, New York.... January 12, 1999 - Peekskill Financial
announced today that a lawsuit has been filed by one of its
shareholders in the Chancery Court of the State of Delaware against
the Company and its directors. The lawsuit, which purports to be on
behalf of all shareholders, alleges that, among other things, the
directors violated their fiduciary obligations in connection with
the Board's rejection of an unsolicited expression of interest in
acquiring the Company from BRT Realty Trust.
According to Eldorus Maynard, the Company's Chairman of the
Board, "the Board of Directors has reviewed the complaint with
counsel and believes that it has no merit. Accordingly, the Board
intends to contest it vigorously."
Peekskill Financial had earlier announced an offer to
repurchase up to 800,000 of its own shares at prices ranging from
$14.75 to $16.75 in a "Modified Dutch Auction Tender Offer" to
expire on January 27, 1999. The Company announced no changes with
respect to such offer.
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