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To: Jim Bishop who wrote (69601)11/3/2000 2:08:53 AM
From: Jim Bishop  Respond to of 150070
 
PSBI buying IGAF for $13.55 share (closed at $11.75 Thurs)

PSB Bancorp, Inc. Announces Agreement to Acquire Jade Financial Corp.
PHILADELPHIA, Nov. 2 /PRNewswire/ -- PSB Bancorp, Inc. (NASDAQ/NMS: PSBI - news) and Jade Financial Corp. (NASDAQ/NMS: IGAF - news) announced today the execution of a definitive Agreement & Plan of Merger pursuant to which PSB will acquire Jade Financial Corp. and its wholly-owned subsidiary, IGA Federal Savings Bank in a cash transaction valued at approximately $24.1 million. Pursuant to the Agreement, PSB will purchase 100% of the outstanding shares of Jade Financial Corp. that PSB does not already own for $13.55 per share. All Jade shareholders, except its Employee Stock Ownership Plan (``ESOP''), will receive cash consideration. The Jade ESOP may receive cash, PSB stock or a combination of both. PSB will purchase its own shares in open market and privately-negotiated transactions in order to provide shares for the Jade ESOP.

In connection with the transaction, Jade's wholly-owned subsidiary IGA Federal Savings Bank will merge with and into PSB's wholly-owned subsidiary, First Penn Bank with the commercial bank charter of First Penn Bank surviving the merger.

The Agreement is subject to regulatory approval and the approval of Jade Financial Corp.'s shareholders.

Anthony DiSandro, President and COO of PSB, stated: ``We are delighted with this acquisition which represents a significant step in our commitment to profitably expand our franchise. The acquisition will be immediately accretive to our earnings per share. It will diversify our loan portfolio, bolster our core deposit base and will provide the customers of the combined company with a wide array of products and services. The acquisition will also expand our market presence in the counties surrounding Philadelphia.''

John J. O'Connell, Chairman of Jade Financial Corp. stated: ``We are very pleased with our affiliation a the growth oriented, community based organization like PSB Bancorp, Inc. We believe that this merger is in the best interests of our shareholders, depositors and customers of our bank.''

The transaction will be accounted for as a purchase for financial reporting purposes.

Repurchase of PSB Stock

As mentioned earlier, PSB intends to commence a share repurchase program for the purposes of funding the exchange of shares for Jade's ESOP. Based on current market pricing, PSB estimates that approximately 400,000 shares will be purchased in open market and privately-negotiated transactions. These shares may be reissued to the ESOP upon closing of the transaction. If PSB is unable to purchase enough shares for Jade's ESOP, the ESOP would receive cash for its shares and PSB would retire the repurchased shares.

Extension of Option Agreement

PSB and Lawrence Seidman have extended the term of the option agreement between the PSB and Mr. Seidman until December 31, 2000. The option agreement was signed on May 30, 2000 and was scheduled to expire on October 31, 2000. The agreement, as revised, gives PSB an option to purchase for $13.55 per share the 103,950 shares of Jade owned by Mr. Seidman.

PSB Third Quarter Earnings and Financial Condition

PSB today reported third quarter net income of $350,000, or $0.07 per share on a diluted basis. Net income for the nine months ended September 30, 2000 was $1.7 million, or $0.35 per share on a diluted basis. At September 30, 2000, PSB had total assets of $266.4 million, total deposits of $175.4 million, and shareholders' equity of $37.4 million. PSB is headquartered in Philadelphia and has seven offices in the Philadelphia metropolitan region.

Jade Third Quarter Earnings and Financial Condition

Jade today reported third quarter net income of $289,000, or $0.17 per share on a diluted basis. Net income for the nine months ended September 30, 2000 was $741,000, or $0.43 per share on a diluted basis. At September 30, 2000, Jade had total assets of $214.9 million, deposits of $187.1 million, and shareholders' equity of $27.7 million. Jade is headquartered in the Philadelphia suburb of Feasterville, PA and has five offices in the Philadelphia metropolitan region.



To: Jim Bishop who wrote (69601)11/3/2000 4:16:02 PM
From: CerealMan  Read Replies (1) | Respond to of 150070
 
friday's funnies...

The National Transportation Safety Board recently
divulged they had covertly funded a project with
the U.S. auto makers for the past five years, whereby
the auto makers were installing black boxes in four wheel
drive pick-up trucks in an effort to determine, in fatal
accidents, the circumstances in the last 15 seconds
before the crash.

They were surprised to find in 49 of the 50 states the
last words of drivers in 61.2% of fatal crashes were,
"Oh, dear God!"

Only the state of Texas was different, where 89.3% of
the final words were,

"Hey Y'all, hold my beer and watch this!"

this one is for speedy...

Julie, the blonde, was getting pretty desperate for money.
She decided to go to the nicer, richer neighborhoods around
town and look for odd jobs as a handy woman.

The first house she came to, a man answered the door and
told Julie,"Yeah, I have a job for you. How would you like
to paint the porch?"

"Sure that sounds great!" said Julie.

"Well, how much do you want me to pay you?" asked the man.

"Is fifty bucks all right?" Julie asked.

"Yeah, great. You'll find the paint and ladders you'll need
in the garage."

The man went back into his house to his wife who had been
listening.

"Fifty bucks! Does she know the porch goes all the way
around the house?" asked the wife.

"Well, she must, she was standing right on it!" her
husband replied.

About 45 minutes later, Julie knocked on the door. "I'm
all finished," she told the surprised homeowner.

The man was amazed. "You painted the whole porch?"

"Yeah," Julie replied, "I even had some paint left, so
I put on two coats!"

The man reached into his wallet to pay Julie.

"Oh, and by the way," said Julie:

"That's not a Porch, it's a Ferrari."

Top 10 Blonde Inventions...

1) The water-proof towel
2) Solar powered flashlight
3) Submarine screen door
4) A book on how to read
5) Inflatable dart board
6) A dictionary index
7) Ejector seat in a helicopter
8) Powdered water
9)Pedal-powered wheel chair
10) Water-proof tea bag

Men Are Like...

Coffee The best ones are rich, warm, full-bodied, and can keep you up all night long.

Chocolate Bars Sweet, smooth, and they usually head right for your hips.

Blenders You need one, but you're not quite sure why.

Coolers Load them with beer and you can take them anywhere.

Copiers You need them for reproduction, but that's about it.

Curling irons They're always hot, and they're always in your hair.

Government Bonds They take so long to mature.

and finally...
Someting Exciting...

The kindergarten class had a homework assignment to find out about something exciting and relate it to the class the next day.

When the time came for the little kids to give their reports, the teacher was calling on them one at a time. She was reluctant to call on little Johnny, knowing that he sometimes could be a bit crude. But, eventually, his turn came...

Little Johnny walked up to the front of the class and, with a piece of chalk, made a small white dot on the blackboard, then sat back down. Well, the teacher couldn't figure out what Johnny had in mind for his report or why the dot was exciting, so she asked him just what that was.

"It's a period," reported Johnny.

"Well, I can see that," she said, "but what is so exciting about a period?"

"Damned if I know", said Johnny, "but, this morning, my sister said she missed one. Then Dad had a heart attack, Mom fainted, and the man next door shot himself."

have good weekend...
pops