Peoples-Sidney Financial Corporation
Ticker:PSFC 101 E. Court Street
Exchange:NASDAQ-National Market Sidney, OH 45365
Industry:Financial (SIC Code 6035) (937) 492-6129

Offering Information
Type of Shares:Common Shares Filing Date:1/31/97
U.S. Shares:1,758,375 Offer Date:4/28/97
Non-U.S. Shares:0 Filing Price:$10.00
Primary Shares:1,758,375 Offer Price:$10.00
Secondary Shares:0 Gross Spread:$0.38
Offering Amount: $17,583,750 Selling:
Expenses:$188,070 Reallowance:
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Charles Webb & CompanyLead Manager (614) 766-8400

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Silver, Freedman & Taff
Auditor: Crowe, Chizek and Company

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
4 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/96 10/31/96 10/31/95 10/31/96
Revenue:$6.57$2.28$2.14Assets:$89.96
Net Income:$0.85-$0.25$0.30Curr Assets:
EPS:Liabilities:$80.77
Prior EPS:$0.52$0.51Curr Liabilities:
Cash Flow/Oper:$0.84Equity:$9.19
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company was founded in 1886 as an Ohio-chartered mutual association and converted to a federally chartered association in 1958. The company serves the financial needs of families and local businesses in its primarily market area through its office. Its deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation. At October 31, 1996, the company had total assets of $90.0 million, deposits of $79.9 million and retained earnings of $9.2 million. The company seeks to provide financial services to families and local businesses residing in Shelby County, Ohio. The company's business involves attracting deposits form the general public and using such deposits to originate one- to four-family permanent and construction residential mortgage and, to a lesser extent, commercial real estate, consumer, land, multi-family and commercial business loans in its market area, consisting primarily of Shelby County, Ohio and to a lesser extent, contiguous counties in Ohio. The company also invests in investment securities consisting primarily of U.S. government obligations and various types of short-term liquid assets.

Competition
The company experiences strong competition both in originating real estate loans and in attracting deposits. This competition arises from a highly competitive market area with numerous savings institutions and commercial banks, as well as credit unions, mortgage bankers and national and local securities firms. The Association competes for loans principally on the basis of the interest rates and loan fees it charges, the types of loans it originates and the quality of services it provides to borrowers.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes.

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