Exhibit 2
CULLMAN SAVINGS
BANK
PLAN OF
REORGANIZATION
FROM A MUTUAL SAVINGS
BANK
TO A MUTUAL HOLDING
COMPANY
AND STOCK ISSUANCE
PLAN
TABLE OF CONTENTS
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Page
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1.
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Introduction
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1
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2.
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Definitions
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2
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3.
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The Reorganization
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8
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4.
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Conditions to Implementation of the
Reorganization
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10
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5.
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Special Meeting of Members
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11
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6.
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Rights of Members of the MHC
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11
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7.
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Conversion of MHC to Stock Form
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11
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8.
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Timing of the Reorganization and Sale of
Capital Stock
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12
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9.
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Number of Shares to be Offered
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13
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10.
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Independent Valuation and Purchase Price of
Shares
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13
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11.
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Method of Offering Shares and Rights to
Purchase Stock
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12.
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Additional Limitations on Purchases of Common
Stock
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13.
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Payment for Stock
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14.
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Manner of Exercising Subscription Rights
Through Order Forms
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15.
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Undelivered, Defective or Late Order Form;
Insufficient Payment
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16.
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Completion of the Stock Offering
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17.
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Establishment and Funding of Charitable
Foundation
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18.
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Market for Common Stock
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19.
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Stock Purchases by Management Persons After the
Stock Offering
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20.
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Resales of Stock by Directors and
Officers
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21.
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Stock Certificates
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24
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22.
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Restriction on Financing Stock
Purchases
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23.
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Stock Benefit Plans
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24.
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Post-Reorganization Filing and Market
Making
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24
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25.
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Payment of Dividends and Repurchase of
Stock
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25
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26.
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Reorganization and Stock Offering
Expenses
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25
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27.
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Employment and Other Severance
Agreements
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25
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28.
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Residents of Foreign Countries and Certain
States
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25
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29.
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Interpretation
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30.
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Amendment or Termination of the Plan
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This Plan of Reorganization from a
Mutual Savings Association to a Mutual Holding Company and Stock
Issuance Plan, dated as of April 30, 2009 (the
“Plan”) provides for the reorganization of Cullman
Savings Bank (the “Bank”) from a federally-chartered
mutual savings bank into the mutual holding company structure (the
“Reorganization”) under the laws of the United States
of America and the regulations of the Office of Thrift Supervision
(“OTS”). The mutual holding company (the
“MHC”) will be a mutually-owned federal corporation,
and all of the current ownership and voting rights of the Members
of the Bank will be transferred to the MHC. As part of the
Reorganization and the Plan, the Bank will convert to a federal
stock savings bank (the “Stock Bank”), and a stock
holding company (the “Holding Company”) will be
established as a federal corporation and a majority-owned
subsidiary of the MHC at all times so long as the MHC remains in
existence. Concurrently with the Reorganization, the Holding
Company intends to offer for sale up to 49.9% of its Common Stock
in the Stock Offering. The Common Stock will be offered on a
priority basis to depositors and the Tax-Qualified Employee Plans
of the Bank, with any remaining shares offered to the public in a
Community Offering or a Syndicated Community Offering, or a
combination thereof. The Reorganization, Stock Offering and
Issuance of Common Stock shall be conducted in accordance with 12
C.F.R. Parts 563g and 575, to the extent applicable, Form OC of the
Regulations. By this Plan, any prior plan of conversion or
reorganization, to the extent not already terminated or abandoned,
is hereby terminated and all rights thereunder
extinguished.
The primary purpose of the
Reorganization is to establish a holding company and to convert the
Bank to the stock form of ownership, which will enable the Bank to
compete and expand more effectively in the financial services
marketplace. The Reorganization will permit the Holding Company to
issue Capital Stock, which is a source of capital not available to
mutual savings associations. Since the Holding Company will not
offer all of its Common Stock for sale to depositors and the public
in the Stock Offering, the Reorganization will result in less
capital raised in comparison to a standard mutual-to-stock
conversion. The Reorganization, however, will also permit the Bank
to raise additional capital since a majority of the Holding
Company’s common stock will be available for sale in the
future. It will also provide the Bank with greater flexibility to
structure and finance the expansion of its operations, including
the potential acquisition of other financial institutions. Lastly,
the Reorganization will enable the Bank to better manage its
capital by (i) providing broader acquisition and investment
opportunities through the holding company structure,
(ii) enabling the Bank to distribute capital to stockholders
of the Holding Company in the form of dividends, and
(iii) enabling the Holding Company to repurchase its common
stock as market conditions warrant. Although the Reorganization and
Stock Offering will create a stock savings bank and stock holding
company, only a minority of the Common Stock will be offered for
sale in the Stock Offering. As a result, the Bank’s mutual
form of ownership and its ability to remain an independent
community savings bank will be preserved through the mutual holding
company structure. The Reorganization is subject to the approval of
the OTS, and must be approved by the affirmative vote of a majority
of the total votes eligible to be cast by Members.
In the event the Board of Directors
of the Bank determines not to establish the Holding Company as part
of the Reorganization, then all references in this Plan to the
issuance of Common Stock by the Holding Company, including all
references to Employee Plans of the
Holding Company, shall mean the issuance of
common stock by the Bank and Employee Plans of the Bank. If no
Holding Company is established as part of the Reorganization, the
Board of Directors may elect to establish the Holding Company
subsequent to the completion of the Reorganization and Stock
Offering.
As part of the Stock Offering and
consistent with the Bank’s ongoing commitment to remain an
independent community-oriented savings bank, the Bank may establish
a charitable foundation or trust. The charitable foundation would
complement the Bank’s existing community reinvestment and
charitable activities in a manner that will allow the community to
share in the growth and success of the Bank. Accordingly,
concurrently with the completion of the Stock Offering, the Stock
Holding Company may contribute to a new charitable foundation
shares of Common Stock and/or cash, provided the total contribution
of Common Stock and/or cash to the charitable foundation does not
exceed 8% of the gross proceeds of the Stock Offering, and provided
that the number of shares of Common Stock to be held by the
charitable foundation following such contribution shall be less
than 2% of the total number of shares of Common Stock to be
outstanding.
As used in this Plan, the terms set
forth below have the following meanings:
Acting in Concert:
The term Acting in Concert means
(i) knowing participation in a joint activity or
interdependent conscious parallel action towards a common goal
whether or not pursuant to an express agreement; or (ii) a
combination or pooling of voting or other interests in the
securities of an issuer for a common purpose pursuant to any
contract, understanding, relationship, agreement or other
arrangement, whether written or otherwise. A Person or company
which acts in concert with another Person or company (“other
party”) shall also be deemed to be acting in concert with any
Person or company who is also acting in concert with that other
party, except that any Tax-Qualified Employee Plan will not be
deemed to be acting in concert with its trustee or a Person who
serves in a similar capacity solely for the purpose of determining
whether stock held by the trustee and stock held by the plan will
be aggregated.
Actual Purchase Price:
The price per share, determined as
provided in this Plan, at which the Common Stock will be sold in
the Stock Offering.
Affiliate:
Any Person that directly or
indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with another
Person.
Associate:
The term “Associate,”
when used to indicate a relationship with any Person, means:
(i) any corporation or organization (other than the Bank, the
Holding Company, the MHC or a majority-owned subsidiary of any
thereof) of which such Person is a senior officer or partner, or
beneficially owns, directly or indirectly, 10% or more of any class
of equity securities of the corporation or organization;
(ii) any trust or other estate, if the Person has a
substantial beneficial interest in the trust or estate or is a
trustee or fiduciary of the trust or estate. For purposes of
§§563b.370, 563b.380, 563b.385, 563b.390, 563b.395 and
563b.505 of the Regulations, a Person who has a substantial
beneficial interest in a Tax-Qualified or Non-Tax Qualified
Employee Plan, or who is a trustee or a fiduciary of the plan, is
not an Associate of the
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plan. For purposes of §563b.370 of the
Regulations, a Tax-Qualified Employee Plan is not an Associate of a
Person; (iii) any Person who is related by blood or marriage
to such Person and (a) who lives in the same house as the
Person; or (b) who is a director or senior officer of the
Bank, the Holding Company, the MHC or a subsidiary
thereof.
Bank: Cullman Savings Bank in its pre-Reorganization
mutual form or post-Reorganization stock form, as indicated by the
context.
Capital Stock:
Any and all authorized stock of the
Bank or the Holding Company.
Common Stock:
Common stock issuable by the Holding
Company in connection with the Reorganization, including securities
convertible into Common Stock, pursuant to its stock
charter.
Community:
Cullman County, Alabama.
Community Offering:
The offering to certain members of
the general public of any unsubscribed shares in the Subscription
Offering. The Community Offering may include a Syndicated Community
Offering or public offering.
Control: (including the terms “controlling,”
“controlled by” and “under common control
with”) means the direct or indirect power to direct or
exercise a controlling influence over the management and policies
of a person, whether through the ownership of voting securities, by
contract, or otherwise as described in Part 574 of the
Regulations.
Deposit Account(s):
Any withdrawable account as defined
in Section 561.42 of the Regulations, and shall include all
demand deposit accounts as defined in Section 561.16 of the
Regulations and certificates of deposit.
Effective Date:
The date upon which all necessary
approvals have been obtained to complete the Reorganization, and
the Reorganization and Stock Offering have been
completed.
Eligible Account
Holder: Any person
holding a Qualifying Deposit on the Eligibility Record Date for
purposes of determining subscription rights.
Eligibility Record
Date: March 31,
2008, the date for determining who qualifies as an Eligible Account
Holder of the Bank.
Employee Plans:
The Tax-Qualified and Non-Tax
Qualified Employee Plans of the Bank and/or the Company.
ESOP: The Bank’s employee stock ownership
plan.
Estimated Valuation
Range: The range of the
estimated pro forma market value of the total number of shares of
Common Stock to be issued by the Holding Company to the MHC and to
Minority Stockholders, as determined by the Independent Appraiser
prior to the Subscription Offering and as it may be amended from
time to time thereafter.
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Exchange Act:
The Securities Exchange Act of 1934,
as amended.
FDIC: The Federal Deposit Insurance
Corporation.
Foundation:
Any new and/or existing charitable
foundation intended to qualify as an exempt organization under
Section 501(c)(3) of the Internal Revenue Code that will
receive Common Stock and/or cash in connection with the Stock
Offering.
HOLA: The Home Owners’ Loan Act, as
amended.
Holding Company:
The federal corporation created in
the Reorganization. The Holding Company will be majority-owned by
the MHC and will own 100% of the common stock of the
Bank.
Holding Company
Application: The Holding
Company Application on Form H(e)-1 or H(e)-1-s to be submitted by
the Bank to the OTS to have the Holding Company acquire the common
stock of the Bank.
Independent Appraiser:
The appraiser retained by the Bank
to prepare an appraisal of the pro forma market value of the Bank
and the Holding Company.
Management Person:
Any Officer or director of the Bank
or any Affiliate of the Bank, and any person acting in concert with
any such Officer or director.
Market Maker:
A dealer ( i.e ., any person
who engages directly or indirectly as agent, broker, or principal
in the business of offering, buying, selling or otherwise dealing
or trading in securities issued by another person) who, with
respect to a particular security, (1) regularly publishes
bona fide competitive bid and offer quotations on request,
and (2) is ready, willing and able to effect transactions in
reasonable quantities at the dealer’s quoted prices with
other brokers or dealers.
Member: Any person or entity who qualifies as a member
of the Bank pursuant to its charter and bylaws.
MHC: The mutual holding company created in the
Reorganization.
Minority Ownership
Interest: The shares of
the Holding Company’s Common Stock owned by persons other
than the MHC, expressed as a percentage of the total shares of
Holding Company Common Stock outstanding.
Minority Stock
Offering: One or more
offerings of less than 50% in the aggregate of the outstanding
Common Stock of the Holding Company to persons other than the
MHC.
Minority Stockholder:
Any owner of the Holding
Company’s Common Stock, other than the MHC.
Non-Voting Stock:
Any Capital Stock other than Voting
Stock.
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Notice: The Notice of Mutual Holding Company
Reorganization to be submitted by the Bank to the OTS to notify the
OTS of the Reorganization and the Stock Offering.
Offering Range:
The aggregate purchase price of the
Common Stock to be sold in the Stock Offering based on the
Independent Valuation expressed as a range, which may vary within
15% above or 15% below the midpoint of such range, with a possible
adjustment by up to 15% above the maximum of such range. The
Offering Range will be based on the Estimated Valuation Range, but
will represent a Minority Ownership Interest equal to up to 49.9%
of the Common Stock.
Officer: An executive officer of the Holding Company or
the Bank, including the Chief Executive Officer, President, Senior
Vice Presidents in charge of principal business functions,
Secretary, Treasurer and any other person performing similar
functions.
Order Form:
Any form (together with any attached
cover letter and/or certifications or acknowledgements), sent by
the Bank to any Person containing among other things a description
of the alternatives available to such Person under the Plan and by
which any such Person may make elections regarding purchases of
Common Stock in the Subscription and Community
Offerings.
Other Member:
Any person who is a Member of the
Bank at the close of business on the Voting Record Date who is not
an Eligible Account Holder or Supplemental Eligible Account Holder,
or Tax-Qualified Employee Plan.
OTS: The Office of Thrift Supervision, and any
successor thereto.
Person: An individual, corporation, partnership,
association, joint-stock company, limited liability company, trust,
unincorporated organization, or a government or political
subdivision of a government.
Plan: This Plan of Reorganization from a Mutual
Savings Association to a Mutual Holding Company and Stock Issuance
Plan.
Qualifying Deposit:
The aggregate balance of each
Deposit Account of an Eligible Account Holder as of the close of
business on the Eligibility Record Date or of a Supplemental
Eligible Account Holder as of the close of business on the
Supplemental Eligibility Record Date, as the case may be, provided
such aggregate balance is not less than $50.
Regulations:
The rules and regulations of the
OTS, including the OTS rules and regulations regarding mutual
holding companies.
Reorganization:
The reorganization of the Bank into
the mutual holding company structure including the organization of
the MHC, the Holding Company and the Bank in stock form pursuant to
this Plan.
Resident: The terms “resident,”
“residence,” “reside,”
“resided” or “residing” as used herein with
respect to any person shall mean any person who occupied a dwelling
within the Bank’s Community, has an intent to remain with the
Community for a period of time, and
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manifests the genuineness of that intent by
establishing an ongoing physical presence within the Community
together with an indication that such presence within the Community
is something other than merely transitory in nature. To the extent
the Person is a corporation or other business entity, the principal
place of business or headquarters shall be in the Community. To the
extent a person is a personal benefit plan, the circumstances of
the beneficiary shall apply with respect to this definition. In the
case of all other benefit plans, the circumstances of the trustee
shall be examined for purposes of this definition. The Bank may
utilize deposit or loan records or such other evidence provided to
it to make a determination as to whether a person is a resident. In
all cases, however, such a determination shall be in the sole
discretion of the Bank.
SEC: The Securities and Exchange
Commission.
Special Meeting:
The Special Meeting of Members
called for the purpose of voting on the Plan.
Stock Bank:
The federally chartered stock
savings bank resulting from the conversion of the Bank to stock
form pursuant to this Plan.
Stock Offering:
The offering of Common Stock of the
Holding Company to persons other than the MHC, in a Subscription
Offering and, to the extent shares remain available, in a Community
Offering.
Subscription Offering:
The offering of Common Stock of the
Holding Company for subscription and purchase pursuant to
Section 11 of this Plan.
Subsidiary:
A company that is controlled by
another company, either directly or indirectly through one or more
subsidiaries.
Supplemental Eligible Account
Holder: Any Person
holding a Qualifying Deposit on the Supplemental Eligibility Record
Date, who is not an Eligible Account Holder, a Tax-Qualified
Employee Plan or an Officer or director of the Bank.
Supplemental Eligibility Record
Date: The last day of the
calendar quarter preceding approval of the Plan by the
OTS.
Syndicated Community
Offering: The offering of
Common Stock following or contemporaneously with the Community
Offering through a syndicate of broker-dealers.
Tax-Qualified Employee
Plan: Any defined benefit
plan or defined contribution plan (including any employee stock
ownership plan, stock bonus plan, profit-sharing plan, or other
plan) of the Bank, the Holding Company, the MHC or any of their
affiliates, which, with its related trusts, meets the requirements
to be qualified under Section 401 of the Internal Revenue
Code. The term “Non-Tax-Qualified Employee Plan” means
any stock benefit plan which is not so qualified under
Section 401 of the Internal Revenue Code.
Voting Member:
Any Person who at the close of
business on the Voting Record Date is entitled to vote as a Member
of the Bank pursuant to its charter and bylaws.
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Voting Record Date:
The date established by the Bank
for determining which Members are entitled to vote on the
Plan.
Voting Stock:
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(1)
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Voting Stock
means common stock or preferred stock, or similar interests if the
shares by statute, charter or in any manner, entitle the
holder:
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(i)
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To vote for or
to select directors of the Bank or the Holding Company;
and
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(ii)
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To vote on or
to direct the conduct of the operations or other significant
policies of the Bank or the Holding Company.
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(2)
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Notwithstanding
anything in paragraph (1) above, preferred stock is not
“Voting Stock” if:
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(i)
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Voting rights
associated with the preferred stock are limited solely to the type
customarily provided by statute with regard to matters that would
significantly and adversely affect the rights or preferences of the
preferred stock, such as the issuance of additional amounts or
classes of senior securities, the modification of the terms of the
preferred stock, the dissolution of the Bank, or the payment of
dividends by the Bank when preferred dividends are in
arrears;
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(ii)
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The preferred
stock represents an essentially passive investment or financing
device and does not otherwise provide the holder with control over
the issuer; and
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(iii)
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The preferred
stock does not at the time entitle the holder, by statute, charter,
or otherwise, to select or to vote for the selection of directors
of the Bank or the Holding Company.
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(3)
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Notwithstanding
anything in paragraphs (1) and (2) above, “Voting
Stock” shall be deemed to include preferred stock and other
securities that, upon transfer or otherwise, are convertible into
Voting Stock or exercisable to acquire Voting Stock where the
holder of the stock, convertible security or right to acquire
Voting Stock has the preponderant economic risk in the underlying
Voting Stock. Securities immediately convertible into Voting Stock
at the option of the holder without payment of additional
consideration shall be deemed to constitute the Voting Stock into
which they are convertible; other convertible securities and rights
to acquire Voting Stock shall not be deemed to vest the holder with
the preponderant economic risk in the underlying Voting Stock if
the holder has paid less than 50% of the consideration required to
directly acquire the Voting Stock and has no other economic
interest in the underlying Voting Stock.
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A.
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Organization
of the Holding Companies and the Bank
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As part of the Reorganization, the
Bank will convert to a federal stock charter and become the Stock
Bank, and the Holding Company and the MHC will be established as
federal corporations. The Reorganization will be effected as
follows, or in any manner approved by the OTS that is consistent
with the purposes of this Plan and applicable laws and regulations:
(i) the Bank will organize an interim stock savings bank as a
wholly-owned subsidiary (“Interim One”);
(ii) Interim One will also organize an interim stock savings
bank as a wholly-owned subsidiary (“Interim Two”);
(iii) Interim One will organize the Holding Company as a
wholly-owned subsidiary; (iv) the Bank will exchange its
charter for a federal stock savings bank charter to become the
Stock Bank and Interim One will exchange its charter for a federal
mutual holding company charter to become the MHC;
(v) simultaneously with step (iv), Interim Two will merge
with and into the Stock Bank with the Stock Bank as the resulting
institution; (vi) all of the initially issued stock of the
Stock Bank will be transferred to the MHC in exchange for
membership interests in the MHC; and (vii) the MHC will
contribute the capital stock of the Stock Bank to the Holding
Company, and the Stock Bank will become a wholly-owned subsidiary
of the Holding Company.
Contemporaneously with the
Reorganization, the Holding Company will offer for sale in the
Stock Offering shares of Common Stock representing the pro forma
market value of the Holding Company and the Bank. Upon consummation
of the Reorganization, the legal existence of the Bank will not
terminate, but the Stock Bank will be a continuation of the Bank,
and all property of the Bank, including its right, title, and
interest in and to all of its property and assets of every
conceivable value or benefit then existing or pertaining to the
Bank, or which would inure to the Bank will by operation of law and
without the necessity of any conveyance or transfer and without any
further act or deed, vest in the Stock Bank. The Stock Bank will
have, hold, and enjoy the same in its right and fully and to the
same extent as the same was possessed, held, and enjoyed by the
Bank. The Stock Bank will continue to have, succeed to, and be
responsible for all the assets, rights, liabilities and obligations
of the Bank and will maintain its headquarters and operations at
the Bank’s present locations.
Upon consummation of the
Reorganization, substantially all of the assets and liabilities
(including the savings accounts, demand accounts, tax and loan
accounts, United States Treasury General Accounts, or United States
Treasury Time Deposit Open Accounts, as defined in the Regulations)
of the Bank shall become the assets and liabilities of the Stock
Bank, which will thereupon become an operating savings bank
subsidiary of the Holding Company and of the MHC. The Bank will
apply to the OTS to have the Holding Company receive or retain (as
the case may be) up to 50% of the net proceeds of the Stock
Offering, or such other amount as may be determined by the Board of
Directors. The Stock Bank may distribute additional capital to the
Holding Company following the Reorganization, subject to the OTS
regulations governing capital distributions.
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B.
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Effect on
Deposit Accounts and Borrowings
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Each deposit account in the Bank on
the Effective Date will remain a deposit account in the Stock Bank
in the same amount and upon the same terms and conditions, and will
continue to be federally insured up to the legal maximum by the
FDIC in the same manner as the deposit account existed in the Bank
immediately prior to the Reorganization. Upon consummation of the
Reorganization, all loans and other borrowings from the Bank shall
retain the same status with the Stock Bank after the Reorganization
as they had with the Bank immediately prior to the
Reorganization.
Upon completion of the
Reorganization the Stock Bank will be authorized to exercise any
and all powers, rights and privileges of, and will be subject to
all limitations applicable to, capital stock savings banks under
federal law. A copy of the proposed charter and bylaws of the Stock
Bank is attached hereto as Exhibit A and made a part of this
Plan. The Reorganization will not result in any reduction of the
amount of retained earnings (other than the assets of the Bank
retained by or distributed to the Holding Company or the MHC),
undivided profits, and general loss reserves that the Bank had
prior to the Reorganization. Such retained earnings and general
loss reserves will be accounted for by the MHC, the Holding Company
and the Stock Bank on a consolidated basis in accordance with
generally accepted accounting principles.
The initial members of the Board of
Directors of the Stock Bank will be the members of the existing
Board of Directors of the Bank. The Stock Bank will be wholly-owned
by the Holding Company. The Holding Company will be wholly-owned by
its stockholders who will consist of the MHC and the persons who
purchase Common Stock in the Stock Offering and any subsequent
Minority Stock Offering. Upon the Effective Date of the
Reorganization, the voting and membership rights of Members will be
transferred to the MHC, subject to the conditions specified
below.
The Holding Company will be
authorized to exercise any and all powers, rights and privileges,
and will be subject to all limitations applicable to savings and
loan holding companies and mutual holding companies under federal
law and regulations. The initial members of the Board of Directors
of the Holding Company will be the existing Board of Directors of
the Bank. Thereafter, the voting stockholders of the Holding
Company will elect approximately one-third of the Holding
Company’s directors annually. A copy of the proposed charter
and bylaws of the Holding Company is attached as Exhibit B and
made part of this Plan.
The Holding Company will have the
power to issue shares of Capital Stock to persons other than the
MHC. However, so long as the MHC is in existence, the MHC will be
required to own at least a majority of the Voting Stock of the
Holding Company. The Holding Company may issue any amount of
Non-Voting Stock to persons other than the MHC. The Holding Company
will be authorized to undertake one or more Minority Stock
Offerings of less than 50% in the aggregate of the total
outstanding Common Stock of the Holding Company, and the Holding
Company intends to offer for sale up to 49.9% of its Common Stock
in the Stock Offering.
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E.
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The Mutual
Holding Company
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As a mutual corporation, the MHC
will have no stockholders. The members of the MHC will have
exclusive voting authority as to all matters requiring a vote of
members under the charter of the MHC. Persons who have membership
rights with respect to the Bank under its existing charter
immediately prior to the Reorganization shall continue to have such
rights solely with respect to the MHC after the Reorganization so
long as such persons remain depositors of the Bank after the
Reorganization. In addition, all persons who become depositors of
the Stock Bank following the Reorganization will have membership
rights with respect to the MHC. The rights and powers of the MHC
will be defined by the MHC’s charter and bylaws (a copy of
which is attached to this Plan as Exhibit C and made a part
hereof) and by the statutory and regulatory provisions applicable
to savings and loan holding companies and mutual holding companies.
In particular, the MHC will be subject to the limitations and
restrictions imposed on savings and loan holding companies by
Section 10(o)(5) of the HOLA.
The initial members of the Board of
Directors of the MHC will be the existing Board of Directors of the
Bank. Thereafter, approximately one-third of the directors of the
MHC will be elected annually by the members of the MHC who will
consist of the former Members of the Bank and all persons who
become depositors of the Bank after the Reorganization.
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4.
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Conditions
to Implementation of the Reorganization
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Consummation of the Reorganization
is expressly conditioned upon the following:
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A.
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Approval of the
Plan by a majority of the Board of Directors of the
Bank.
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B.
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The filing of a
Reorganization Notice, including the Plan, with the OTS and
either:
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(i)
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The OTS has
given written notice of its intent not to disapprove the
Reorganization; or
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(ii)
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Sixty days have
passed since the OTS received the Reorganization Notice and deemed
it complete under § 516.210 or § 516.220 of the
OTS regulations, and the OTS has not given written notice that the
Reorganization is disapproved or extended for an additional 30 days
the period during which disapproval may be issued.
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C.
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The filing of a
holding company application with and approval by the OTS pursuant
to the HOLA for the Holding Company and MHC to become mutual
savings and loan holding companies by owning or acquiring up to
100% of the common stock of the Stock Bank and the Holding Company,
respectively, to be issued in connection with the
Reorganization.
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10
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D.
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Submission of
the Plan to the Members for approval pursuant to a Proxy Statement
and form of proxy cleared in advance by the OTS, and such Plan is
approved by a majority of the total votes of the Voting Members
eligible to be cast at a meeting held at the call of the directors
in accordance with the procedures prescribed by the Bank’s
charter and bylaws.
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E.
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All necessary
approvals have been obtained from the OTS in connection with the
adoption of the charter and bylaws of the MHC, the Holding Company
and the Stock Bank, the conversion of the Bank to a stock charter,
and any transfer of assets and liabilities of the Bank to the Stock
Bank pursuant to the Plan; and all conditions specified or
otherwise imposed by the OTS in connection with the issuance of a
notice of intent not to disapprove the Notice have been
satisfied.
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5.
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Special
Meeting of Members
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Subsequent to the approval of the
Plan by the OTS, the Special Meeting shall be scheduled in
accordance with the Bank’s Bylaws. Promptly after receipt of
approval and at least 20 days but not more than 45 days prior to
the Special Meeting, the Bank shall distribute proxy solicitation
materials to all Voting Members. The proxy solicitation materials
shall include a proxy statement and other documents authorized for
use by the regulatory authorities. A copy of the Plan will be made
available to Voting Members upon request. Pursuant to the
Regulations, an affirmative vote of not less than a majority of the
total outstanding votes of the Voting Members is required for
approval of the Plan. Voting may be in person or by proxy. The OTS
shall be notified promptly of the actions of the Voting
Members.
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6.
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Rights of
Members of the MHC
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Following the Reorganization, all
persons who had membership