Peoples Financial Corporation
Ticker: PFFC 211 Lincoln Way East
Exchange: NASDAQ-Small Cap Market Massillon, Ohio 44646
Industry: Financial (303) 832-7441

Type of Shares:Common Shares Filing Date:3/21/96
U.S. Shares:1,491,012 Offer Date:9/13/96
Non-U.S. Shares:0 Filing Price:$10.00
Primary Shares:1,491,012 Offer Price:$10.00
Secondary Shares:0 Gross Spread:$0.49
Offering Amount: $14,910,120 Selling:
Expenses: - Reallowance:
Shares Out After: -

ManagerTierPhone
McDonald & Company Securities, Inc.Lead Manager (216) 443-2300
Trident Securities, Inc.Co-manager (919) 781-8900

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
9/30/95 3/31/96 3/31/95 3/31/96
Revenue:$5.38$2.76$2.66Assets:$78.08
Net Income:$0.39$0.11$0.21Liabilities:$68.03
EPS:Equity:$10.05

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
PFC was incorporated under Ohio law in November 1995 at the direction of Peoples Federal for the purpose of purchasing all of the capital stock of Peoples Federal to be issued in connection with the Conversion. PFC has not conducted and will not conduct any business before the completion of the Conversion other than business related to the Conversion. Upon the consummation of the Conversion, PFC will be a unitary savings and loan holding company, the principal assets of which initially will be capital stock of People Federal, a loan to the ESOP and the investments made with 50% of the net proceeds retained from the sale of PFC shares in connection with the Conversion. Peoples Federal is a mutual savings and loan association which has served the Massillon, Ohio, area since 1892. Organized in 1892, under Ohio law as Peoples Building and Loan Company, Peoples Federal converted to a federally chartered savings and loan association in 1941, at which time the name Peoples Federal Savings and Loan Association of Massillon was adopted.

Use of Proceeds
The proceeds from the proposed offering will be used for the issuance of Common Shares to the ESOP and invested in the capital stock to be issued by Peoples Federal to PFC as a result of the conversion.

Last updated: 10/28/96

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