UNITED STATES

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) ~~May~~ 29August 7, 2009 (~~May 27~~July 31, 2009)

Peoples Community Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Maryland	000-29949	31-1686242
(State or other jurisdiction	(Commission	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)	File Number)	Identification No.)

6100 West Chester Road

West Chester, Ohio 45069

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (513) 870-3530

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.0102 ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

~~Amendment No.~~On May 115, 2009, toPeoples Community Bancorp, Inc. (the “Company”) and its wholly-owned subsidiary, Peoples Community Bank (the “Bank”), entered into a Purchase and Assumption Agreement, as amended May 27, 2009 (the “Purchase Agreement”), with First Financial Bank, N.A. (the “Buyer”), the wholly owned subsidiary of First Financial Bancorp. The Purchase Agreement provided for the purchase of certain of the Bank’s assets including 17 of the Bank’s branch offices located in southwestern Ohio and southeastern Indiana, approximately $260 million of certain business and consumer loans and other assets, as well as the assumption by the Buyer of approximately $310 million of the Bank’s deposits and certain other liabilities.

~~As previously~~On ~~reported, on May~~July 1531, 2009, ~~Peoples~~the ~~Community~~Office ~~Bancorp, Inc. (the~~of Thrift Supervision (“~~Company~~OTS”) ~~and~~closed ~~its~~the ~~wholly-owned~~Bank ~~subsidiary,~~and appointed ~~Peoples~~the ~~Community~~Federal ~~Bank~~Deposit ~~(the~~Insurance Corporation (“~~Bank~~FDIC”)~~, entered~~ ~~into~~as areceiver. ~~Purchase~~On ~~and~~the ~~Assumption~~same ~~Agreement~~date, (the ~~“Purchase~~Bank ~~Agreement”) with~~received ~~First~~written ~~Financial~~notice ~~Bank,~~from ~~N.A. (~~the “Buyer~~”),~~ ~~the~~that ~~wholly~~pursuant ~~owned~~to ~~subsidiary~~Section 25(g) of ~~First~~ ~~Financial~~the ~~Bancorp. The~~ Purchase Agreement ~~provides~~it ~~for~~was terminating the ~~purchase of~~Purchase ~~certain~~Agreement ofand abandoning the ~~Bank’s~~transactions ~~assets~~contemplated ~~that~~thereby, ~~include~~effective immediately. Under Section 1725(g) of the ~~Bank’s~~Purchase ~~branch~~and ~~offices located~~Assumption inAgreement, ~~southwestern~~the ~~Ohio~~Buyer ~~and~~had ~~southeastern~~the ~~Indiana,~~option ~~approximately~~to ~~$260 million~~terminate ofthe ~~certain~~Purchase ~~business~~Agreement ~~and~~upon ~~consumer~~the ~~loans~~commencement ~~and~~of ~~other~~an insolvency, ~~assets~~bankruptcy, asreceivership, ~~well~~custodianship, asliquidation, ~~the assumption~~dissolution, byreorganization, assignment for the ~~Buyer~~benefit of ~~approximately~~creditors ~~$310~~or ~~million~~similar ofproceeding with respect to the Bank~~’s deposits and~~ ~~certain~~or ~~other~~the ~~liabilities~~Company.

~~On May 27,~~Item ~~2009, the Company, the Bank and the Buyer entered into Amendment No.~~ 1 ~~to Purchase and Assumption Agreement (the “Amendment”)~~. ~~The~~03 ~~Amendment~~Bankruptcy was entered into following receipt by the Bank of an unsolicited non-binding offer to purchase the same 17 branch offices, substantially the same loans and other assets and to assume substantially the same deposit liabilities as are contemplated by the Purchase Agreement, however, this non-binding offer provided for a 5% deposit premium, which was 25% higher than the 4% deposit premium that the Buyer agreed to pay pursuant to the Purchase Agreement. All other consideration set forth in the non-binding offer was equivalent to the consideration to be paid by the Buyer pursuant to the Purchase Agreement. The non-binding offer was subject to, among other things, due diligence and negotiation of a definitive agreement. In considering this non-binding offer, the Bank also had to account for the $1.0 million termination fee that would have been payable to the Buyer had the Bank terminated the Purchase Agreement and entered into a definitive agreement with this third party. Upon consideration of the unsolicited non-binding offer, the progress that the parties had made toward obtaining required regulatory approvals and the execution and timing risk related to the non-binding offer, among other factors, the Buyer, the Company and the Bank entered into the Amendment that provides for an increase in the deposit premium to be paid by Buyer to 5% or ~~approximately $15~~Receivership.5 million. In order to provide for greater deal certainty and as consideration for the increase in the deposit premium, the Amendment provides for the removal of a provision of the Purchase Agreement which gave the Bank added flexibility to negotiate or otherwise explore unsolicited third party acquisition proposals for the assets and liabilities being sold pursuant to the Purchase Agreement. The Amendment also provides for an increase in the termination fee to $2.0 million that will be payable upon limited termination events as provided in the Purchase Agreement and the Amendment. In addition to the payment of the termination fee to the Buyer, the Amendment also provides that the Buyer may seek actual damages it may incur which are above the amount of the termination fee. The other material terms of the Purchase Agreement remain unchanged by the Amendment.

~~The completion~~On ofJuly 31, 2009, the ~~proposed~~OTS ~~transaction~~closed the isBank ~~subject~~and toappointed the ~~approval~~FDIC ofas ~~the~~receiver ~~Office~~ of ~~Thrift~~the ~~Supervision~~Bank. ~~and~~On the ~~Office~~same ofdate, the ~~Comptroller~~FDIC ofentered ~~the~~into ~~Currency.~~a ~~The Bank~~purchase and ~~the~~assumption ~~Buyer~~agreement ~~continue~~with toFirst ~~work~~Financial ~~diligently to obtain~~Bank, N.A., which provides for the ~~required regulatory~~ ~~approvals~~acquisition toof ~~complete~~most of the ~~transactions~~assets ~~contemplated~~and byliabilities of the Bank including the ~~Purchase~~assumption ~~Agreement~~of all of the deposits of the Bank.

2The Company is insolvent and intends to file a voluntary petition to liquidate its assets under Title 11 of the United States Code. It is the intent of management and the board of directors to tender their resignations after the filing of the bankruptcy petition.

~~The transactions~~Item ~~contemplated~~2.04 byTriggering ~~the Purchase~~Events ~~Agreement are~~That ~~expected~~Accelerate ~~to close~~or ~~during~~Increase ~~the~~a ~~third~~Direct ~~quarter~~Financial ofObligation ~~2009,~~or ~~subject~~an toObligation ~~the~~under ~~receipt~~an ofOff-Balance ~~all~~Sheet ~~necessary regulatory approvals and the satisfaction of certain other closing conditions as set forth in the Purchase Agreement~~Arrangement.

~~As previously~~Floating ~~disclosed,~~Rate atJunior ~~March 31,~~Subordinated ~~2009,~~Deferrable ~~the~~Interest ~~Bank~~Debentures ~~was~~Due ~~considered critically~~2035 undercapitalized under the regulatory framework for prompt corrective action. The Company believes that the completion of the transactions contemplated by the Purchase Agreement will be an important step for the Bank to once again be in compliance with applicable regulatory capital requirements. The Bank expects to continue to conduct its banking operations from its two branch offices in Lebanon, Ohio, supported by approximately $325 million in assets, including certain loans, investment securities and real estate assets as well as certain liabilities.

As of June 30, 2009, the Company had approximately $15 million Floating Rate Junior Subordinated Deferrable Interest Debentures (the “Debentures”) outstanding pursuant to an Indenture, dated as of June 30, 2005 (the “Indenture”), between the Company and Wilmington Trust Company, a Delaware banking corporation, as debenture trustee (“Trustee”). The July 31, 2009 appointment of the FDIC as receiver constitutes a triggering event, also ~~foregoing~~termed ~~summary~~an ~~description~~“Event of Default,” under the ~~Amendment~~ Indenture. Under the Indenture, an Event of Default occurs if, among other things, the Company or any substantial part of its property, including the Bank, is ~~not~~taken ~~intended~~possession toby bea receiver. Upon ~~complete~~such Event of Default, the principal amount of the debentures, together with any premium and isinterest ~~qualified~~accrued inbut ~~its~~unpaid, ~~entirety~~becomes bydue upon an Event of Default only after the ~~complete~~trustee ~~text~~or holders of not less than 25% in aggregate principal amount of the ~~Amendment~~ debentures then outstanding, ~~which~~by isnotice ~~attached~~in writing to ~~this~~the ~~Current~~Company ~~Report~~(and onto ~~Form 8-K as~~the ~~Exhibit 2.1~~trustee if given by the holders of the debentures), declare such principle and isaccrued ~~incorporated~~interest byimmediately ~~reference~~due ~~herein~~and payable.

~~Cautionary~~Line ~~Statement~~of ~~Regarding~~Credit ~~Forward~~with ~~Looking~~Integra ~~Statements~~Bank, N.A.

~~Certain statements~~As ~~contained~~of ~~in this Current Report on Form~~June ~~8-K~~30, ~~may~~2009, ~~be deemed to be forward-looking statements under federal securities laws and~~ the Company ~~intends~~ ~~that~~had ~~such forward-looking statements be subject to the safe-harbor created thereby~~$17.5 ~~The~~million ~~Company~~of ~~cautions~~principal ~~that~~plus ~~these~~accrued ~~statements~~interest ~~are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements. Additional information on these~~ and ~~other~~fees ~~factors~~outstanding isunder ~~contained~~a inline ~~the~~of ~~Company’s~~credit ~~Securities~~with ~~and~~Integra ~~Exchange Commission~~Bank, ~~filings~~N.A. ~~The~~(“Integra”), ~~Company~~which ~~assumes~~was ~~no,~~due and ~~hereby~~payable ~~disclaims any, obligation to update the forward-looking statements contained in this Current Report~~ on ~~Form~~ June ~~8-K~~30, 2008.

~~Item~~In ~~9.01~~connection ~~Financial~~with ~~Statements~~the Purchase Agreement, the Company received a written consent (the “Consent”) from Integra to, among other things, forbear and ~~Exhibits~~refrain from initiating or prosecuting any action in any court to exercise any rights with respect to the Bank’s common stock, which is pledged to Integra to secure the Company’s line of credit, or exercise any other rights or remedies available to Integra. The Consent terminated upon the termination of the Purchase Agreement.

(d)	Exhibits.
	Exhibit 2.1	Amendment No. 1 to Purchase and Assumption Agreement, dated as of May 27, 2009, by and among First Financial Bank, N.A., Peoples Community Bank, and Peoples Community Bancorp, Inc.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

3The Company announced today that on August 5, 2009, the Company received written notification from The Nasdaq Stock Market (the “Nasdaq”) advising the Company that trading in the Company’s common stock will be suspended at the opening of business on August 14, 2009, and a Form 25-NSE will be filed with the Securities and Exchange Commission which will remove the Company’s common stock from listing and registration on The NASDAQ Stock Market. The letter from NASDAQ advised us that the Company’s common stock will not be immediately eligible to trade on the OTC Bulletin Board or in the “Pink Sheets.”

~~SIGNATURES~~A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~Pursuant~~Item to5.02 ~~the~~Departure ~~requirements~~ of ~~the~~Directors ~~Securities Exchange~~or ~~Act~~Certain ofOfficers; ~~1934,~~Election ~~the~~of ~~Registrant~~Directors; ~~has~~Appointment ~~duly~~of ~~caused~~Certain ~~this~~Officers; ~~report~~Compensatory toArrangements beof ~~signed on~~Certain ~~its behalf by the undersigned hereunto duly authorized~~Officers.

~~Dated: May 29, 2009~~(b) Resignations of Senior Vice President and General Counsel

~~PEOPLES~~On August 3, ~~COMMUNITY BANCORP~~2009, ~~INC.~~Fred ~~By:~~Darlington ~~/s/~~tendered ~~JERRY~~his D.resignation ~~WILLIAMS~~as ~~Jerry~~the D.Senior ~~Williams~~Vice President and ~~Chief~~General ~~Executive~~Counsel ~~Officer~~of both Peoples Community Bancorp, Inc., and its wholly-owned banking subsidiary, Peoples Community Bank, with such resignation effective immediately.

4Item 9.01 Financial Statements and Exhibits.

~~Exhibit Index~~(d) Exhibits.

Exhibit No.		Description
2.1		Amendment No. 1 to Purchase and Assumption Agreement, dated as of May 27, 2009, by and among First Financial Bank, N.A., Peoples Community Bank, and Peoples Community Bancorp, Inc.


Exhibit 99.1		Press Release issued by Peoples Community Bancorp, Inc., dated August 7, 2009

5SIGNATURES

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.

Dated: August 7, 2009


PEOPLES COMMUNITY BANCORP, INC.

By:		/s/ JERRY D. WILLIAMS
		Jerry D. Williams
		President and Chief Executive Officer

Filing Compare · PEOPLES COMMUNITY BANCORP INC /MD/