PLAN OF CONVERSION AND REORGANIZATION

EXHIBIT 2.1

 

 

 

 

 

 

 

 

 

 

 

 

PLAN OF CONVERSION AND REORGANIZATION

 

of

 

NORTH PENN MUTUAL HOLDING COMPANY,

 

NORTH PENN BANCORP, INC.

 

and

 

NORTH PENN BANK

 

 

 

DATED AS OF APRIL 24, 2007

 

 

TABLE OF CONTENTS

 

 

 

 

 

 

1.

INTRODUCTION.

 

For purposes of this section, all capitalized terms have the meanings ascribed to them in Section 2.

 

On June 1, 2005, North Penn Bank, a Pennsylvania-chartered mutual savings bank, reorganized into the two-tiered mutual holding company form of organization.  In connection with the transaction, North Penn Bancorp, Inc., a Pennsylvania corporation, was formed, which issued 636,863 shares of its common stock to North Penn Bank’s eligible depositors, the North Penn Bank Employee Stock Ownership Plan and members of the public, 28,277 shares to the North Penn Charitable Foundation and 778,415 shares to North Penn Mutual Holding Company, a Pennsylvania-chartered mutual holding company.   Also, in connection with this transaction, North Penn Bank converted to a stock savings bank and became the wholly-owned subsidiary of the Holding Company.  As of the date hereof, the MHC beneficially and of record owns 778,415 shares of common stock, par value $0.10 per share, of the Holding Company, representing approximately 53.74% of the outstanding voting stock of the Holding Company, and the remaining 670,015 shares of the Holding Company’ common stock, or 46.26%, are owned by persons other than the MHC.

 

The Boards of Directors of the MHC, the Holding Company and the Bank believe that a conversion of the MHC to stock form pursuant to this Plan of Conversion and Reorganization is in the best interests of the MHC, the Holding Company and the Bank, as well as the best interests of Depositors and Stockholders. The Boards of Directors determined that this Plan equitably provides for the interests of Depositors through the granting of subscription rights and the establishment of a liquidation account. The Conversion and Reorganization will result in the raising of additional capital for the Bank and the Holding Company and is expected to result in a more active and liquid market for the Holding Company Common Stock than currently exists. In addition, the Conversion and Reorganization have been structured to re-unite the accumulated earnings and profits tax attribute retained by the MHC with the retained earnings of the Holding Company through a tax-free reorganization. Finally, the Conversion and Reorganization is designed to enable the Bank and the Holding Company to more effectively compete in the financial services marketplace.

 

The Bank is committed to growth and diversification. The additional funds received in the Conversion and Reorganization will facilitate the Bank’s ability to continue to grow in accordance with its business plan, through both internal growth and potential acquisitions of other institutions or branch offices. The Bank believes that its current mutual holding company form may impede its ability to undertake acquisitions. The Bank believes that the Conversion and Reorganization will enhance its ability to continue its growth through acquisitions and will support its ability to more fully serve the borrowing and other financial needs of the communities it serves. The Mid-Tier Holding Company has also gained experience in meeting the filing requirements of the Securities Exchange Act of 1934 and in conducting stockholder meetings and other stockholder matters, such as communications, press releases, and dividend payments. In light of the foregoing, the Boards of Directors of the MHC, the Mid-Tier Holding Company and the Bank believe that it is in the best interests of such companies and Depositors and Stockholders to raise additional capital at this time, and that the most feasible way to do so is through the Conversion and Reorganization.

 

In connection with the Conversion and Reorganization, the Bank will make an election under Section 10(l) of the HOLA to be treated as a savings association. As described in more detail in Section 3, the MHC will convert from the mutual to the stock form of organization through a series of substantially simultaneous mergers pursuant to which (i) the MHC will cease to exist and a liquidation account will be established by the Bank for the benefit of Depositors as of specified dates and (ii) the Bank will become a wholly owned subsidiary of the Holding Company. In connection therewith, each share of Mid-Tier

 

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Holding Company Common Stock outstanding immediately prior to the effective time thereof shall be automatically converted, without further action by the holder thereof, into and become the right to receive shares of Holding Company Common Stock based on the Exchange Ratio, plus cash in lieu of any fractional share interest.

 

In connection with the Conversion and Reorganization, the Holding Company will offer shares of Conversion Stock in the Offerings as provided herein. Shares of Conversion Stock will be offered in a Subscription Offering in descending order of priority to Eligible Account Holders, Tax-Qualified Employee Stock Benefit Plans, Supplemental Eligible Account Holders and Other Depositors. The Subscription Rights granted in connection with the Subscription Offering are non-transferrable. Any shares of Conversion Stock remaining unsold after the Subscription Offering may be offered for sale to the public through a Community Offering, Syndicated Community Offering and/or Public Offering, as determined by the Board of Directors of the Holding Company in its sole discretion.

 

On April 24, 2007, after careful study and consideration, the Boards of Directors of the Holding Company, the MHC and the Bank adopted this Plan.  The Plan must be approved by:  (1) the affirmative vote of a majority of the total number of votes eligible to be cast by Depositors; (2) by the holders of at least two-thirds of the outstanding shares of Mid-Tier Holding Company Common Stock eligible to vote; and (3) by the holders of a majority of the outstanding shares of Mid-Tier Holding Company Common Stock owned by Minority Stockholders.  After the Conversion and Reorganization, the Bank will continue to be regulated by the Department, as its chartering authority, and by the FDIC. The Holding Company will be regulated by the OTS. In addition, the Bank will continue to be a member of the Federal Home Loan Bank System and all insured savings deposits will continue to be insured by the FDIC up to the maximum provided by law.

 

2.

DEFINITIONS.

 

As used in this Plan, the terms set forth below have the following meaning:

 

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 understanding; 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 Stock Benefit 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 and participants or beneficiaries of any such Tax-Qualified Employee Stock Benefit Plan will not be deemed to be acting in concert solely as a result of their common interests as participants or beneficiaries. When Persons act together for such purpose, their group is deemed to have acquired their stock. The determination of whether a group is Acting in Concert shall be made solely by the Board of Directors of the Holding Company or Officers delegated by such Board and may be based on any evidence upon which the Board or such delegatee chooses to rely, including, without limitation, joint account relationships or the fact that such Persons share a common address (whether or not related by blood or marriage) or have filed joint Schedules 13D or Schedules 13G with the SEC with respect to other companies. Directors of the Holding Company, the Bank and the MHC shall not be deemed to be Acting in Concert solely as a result of their membership on any such board or boards.

 

 

 

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AFFILIATE means a Person who, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with the Person specified.

 

ASSOCIATE of a Person means (i) a corporation or organization (other than the MHC, the Mid-Tier Holding Company, the Bank or a majority-owned subsidiary of the MHC, the Mid-Tier Holding Company or the Bank), if the 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) a 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, provided, however, that such term shall not include any Tax-Qualified Employee Stock Benefit Plan of the MHC, the Mid-Tier Holding Company or the Bank in which such Person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity, and (iii) any person who is related by blood or marriage to such Person and who lives in the same home as the Person or who is a director or senior officer of the MHC, the Holding Company or the Bank or any of their subsidiaries.

 

BANK means North Penn Bank.

 

BANK BENEFIT PLAN(S) includes, but is not limited to, Tax Qualified Employee Stock Benefit Plans and Non-Tax Qualified Employee Stock Benefit Plans.

 

BANK MERGER means the merger of Interim Savings Bank with and into the Bank pursuant to the Plan of Merger included as Annex A hereto.

 

CODE means the Internal Revenue Code of 1986, as amended.

 

COMMUNITY OFFERING means the offering for sale by the Holding Company of any shares of Conversion Stock not subscribed for in the Subscription Offering to such Persons as may be selected by the Holding Company in its sole discretion and to whom a copy of the Prospectus is delivered by or on behalf of the Holding Company.

 

CONTROL (including the terms “controlling,” “controlled by,” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

 

CONVERSION AND REORGANIZATION means the series of transactions provided for in this Plan, including but not limited to (i) the mutual to stock conversion of the MHC and its subsequent merger pursuant to which it will cease to exist, (ii) the merger of the Mid-Tier Holding Company with the Bank, pursuant to which it will cease to exist and the Bank will become a wholly owned subsidiary of the Holding Company and, in connection therewith, each share of Mid-Tier Holding Company Common Stock outstanding immediately prior to the effective time thereof shall automatically be converted into and become the right to receive shares of Holding Company Common Stock based on the Exchange Ratio, plus cash in lieu of any fractional share interest, and (iii) the issuance of Conversion Stock by the Holding Company in the Offerings as provided herein. All such transactions shall occur substantially simultaneously.

 

CONVERSION STOCK means the Holding Company Common Stock to be issued and sold in the Offerings pursuant to the Plan.

 

DEPARTMENT means the Department of Banking for the Commonwealth of Pennsylvania.

 

 

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DEPOSIT ACCOUNT means any withdrawable account maintained at the Bank, including, without limitation, savings, time, demand, NOW accounts, money market, certificate and passbook accounts; provided, however, that the term "Deposit Account" shall not include any escrow accounts maintained at the Bank.

 

DEPOSITOR means the holder of a Deposit Account.

 

ELIGIBLE ACCOUNT HOLDER means any Person holding a Qualifying Deposit on the Eligibility Record Date for purposes of determining Subscription Rights.

 

ELIGIBILITY RECORD DATE means the date for determining Qualifying Deposits of Eligible Account Holders and is the close of business on December 31, 2005.

 

ESOP means the North Penn Bank Employee Stock Ownership Plan or such other Tax Qualified Employee Stock Benefit Plan adopted by the Holding Company or the Bank in connection with the Conversion and Reorganization, the purpose of which shall be to hold Holding Company Common Stock.

 

ESTIMATED PRICE RANGE means the range of the estimated aggregate pro forma market value of the total number of shares of Conversion Stock to be issued in the Offerings, as determined by the Independent Appraiser in accordance with Section 4 hereof.

 

EXCHANGE RATIO means the rate at which shares of Holding Company Common Stock will be issued in exchange for shares of Mid-Tier Holding Company Common Stock held by the Minority Stockholders in connection with the Bank Merger. The exact rate (which shall be rounded to four decimal places) shall be determined by the MHC, the Mid-Tier Holding Company and the Bank in order to ensure that upon consummation of the Conversion and Reorganization, the Minority Stockholders will own in the aggregate approximately the same percentage of the Holding Company Common Stock to be outstanding upon completion of the Conversion and Reorganization as the percentage of Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to consummation of the Conversion and Reorganization, before giving effect to (a) cash paid in lieu of any fractional interests of Holding Company Common Stock and (b) any shares of Conversion Stock purchased by the Minority Stockholders in the Offerings.

 

EXCHANGE SHARES mean the shares of Holding Company Common Stock to be issued to the Minority Stockholders in connection with the Bank Merger.

 

FDIC means the Federal Deposit Insurance Corporation or any successor thereto.

 

HOLA means the Home Owners’ Loan Act, as amended.

 

HOLDING COMPANY means New North Penn Bancorp, Inc., a stock corporation to be organized under the laws of the Commonwealth of Pennsylvania.  Upon completion of the Conversion and Reorganization, the Holding Company shall be renamed North Penn Bancorp, Inc.

 

HOLDING COMPANY COMMON STOCK means the shares of common stock, par value $0.10 per share, of the Holding Company.  The Holding Company Common Stock is not insured by the FDIC.

 

INDEPENDENT APPRAISER means the independent investment banking or financial consulting firm retained by the Mid-Tier Holding Company and the Bank to prepare an appraisal of the estimated pro forma market value of the Conversion Stock.

 

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INTERIM SAVINGS BANK means North Penn Interim Savings Bank, which will be formed as a first-tier, wholly-owned subsidiary of the Holding Company to facilitate the Bank Merger.

 

MANAGEMENT PERSON means any Officer or director of the Bank or the Mid-Tier Holding Company or any Affiliate of the Bank or the Mid-Tier Holding Company and any person Acting in Concert with such Officer or director.

 

MHC means North Penn Mutual Holding Company.

 

MHC MERGER means the merger of the MHC (following its conversion into a federal interim stock savings association) with and into the Bank pursuant to the Plan of Merger included as Annex B hereto.

 

MID-TIER HOLDING COMPANY means North Penn Bancorp, Inc., an existing Pennsylvania corporation.

 

MID-TIER HOLDING COMPANY COMMON STOCK means the shares of common stock, par value $0.10 per share, of the Mid-Tier Holding Company.  The Mid-Tier Holding Company Common Stock is not insured by the FDIC.

 

MID-TIER HOLDING COMPANY MERGER means the merger of the Mid-Tier Mutual Holding Company (following its conversion to a federal interim stock savings association) with and into the Bank pursuant to the Plan of Merger included as Annex C hereto.

 

MINORITY STOCKHOLDER means any owner of the Mid-Tier Holding Company Common Stock other than the MHC.

 

OFFERINGS mean the offering of Conversion Stock to Persons other than the MHC in the Subscription Offering, the Community Offering and the Syndicated Community or Public Offering.

 

OFFICER means the president, chief executive officer, vice-president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer and any other person performing similar functions with respect to any organization whether incorporated or unincorporated.

 

ORDER FORM means the form or forms to be provided by the Holding Company, containing all such terms and provisions as set forth in Section 11 hereof, to a Participant or other Person by which Conversion Stock may be ordered in the Subscription Offering and in the Community Offering.

 

OTHER DEPOSITOR means a Voting Depositor who is not an Eligible Account Holder or a Supplemental Eligible Account Holder.

 

OTS means the Office of Thrift Supervision or any successor thereto.

 

PARTICIPANT means any Eligible Account Holder, Tax-Qualified Employee Stock Benefit Plan, Supplemental Eligible Account Holder or Other Depositor, but does not include the MHC.

 

PERSON means an individual, a corporation, a partnership, an association, a joint-stock company, a limited liability company, a trust, an unincorporated organization or a government or political subdivision of a government.

 

 

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PLAN and PLAN OF CONVERSION AND REORGANIZATION mean this Plan of Conversion and Reorganization as adopted by the Boards of Directors of the MHC, the Mid-Tier Holding Company and the Bank and any amendment hereto approved as provided herein.  The Board of Directors of the Holding Company shall adopt this Plan as soon as practicable following its organization, and the Board of Directors of Interim Savings Bank shall adopt the Plan of Merger included as Annex C hereto as soon as practicable following its organization.

 

PRIMARY PARTIES mean the MHC, the Mid-Tier Holding Company, the Bank and the Holding Company.

 

PROSPECTUS means the one or more documents to be used in offering the Conversion Stock in the Offerings.

 

PUBLIC OFFERING means an underwritten firm commitment offering to the public through one or more underwriters.

 

PURCHASE PRICE means the price per share at which the Conversion Stock is sold by the Holding Company in the Offerings in accordance with the terms hereof.

 

QUALIFYING DEPOSIT means the aggregate balance of all Deposit Accounts in the Bank of (i) an Eligible Account Holder at the close of business on the Eligibility Record Date, provided such aggregate balance is not less than $50, and (ii) a Supplemental Eligible Account Holder at the close of business on the Supplemental Eligibility Record Date, provided such aggregate balance is not less than $50.

 

SEC means the United States Securities and Exchange Commission.

 

SPECIAL MEETING OF DEPOSITORS means the Special Meeting of Depositors called for the purpose of submitting this Plan to the Voting Depositors for their approval, including any adjournments of such meeting.

 

SPECIAL MEETING OF STOCKHOLDERS means the Special Meeting of Stockholders of the Mid-Tier Holding Company called for the purpose of submitting this Plan to the Stockholders for their approval, including any adjournments of such meeting.

 

STOCKHOLDERS mean those Persons who own shares of Mid-Tier Holding Company Common Stock.

 

STOCKHOLDER VOTING RECORD DATE means the date for determining the eligibility of Stockholders to vote at the Special Meeting of Stockholders, as determined by the Board of Directors of the Mid-Tier Holding Company.

 

SUBSCRIPTION OFFERING means the offering of the Conversion Stock to Participants.

 

SUBSCRIPTION RIGHTS mean nontransferable rights to subscribe for Conversion Stock granted to Participants pursuant to the terms of this Plan.

 

SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDER means any Person, except directors and Officers of the Bank, the Mid-Tier Holding Company or the MHC and their Associates, holding a Qualifying Deposit at the close of business on the Supplemental Eligibility Record Date.

 

 

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SUPPLEMENTAL ELIGIBILITY RECORD DATE , if applicable, means the date for determining Supplemental Eligible Account Holders and shall be required if the Eligibility Record Date is more than 15 months prior to the date of the approval of the Plan by the OTS.  If applicable, the Supplemental Eligibility Record Date shall be the last day of the calendar quarter preceding approval by the OTS of the Plan.

 

SYNDICATED COMMUNITY OFFERING means the offering for sale by a syndicate of broker-dealers to the general public of shares of Conversion Stock not purchased in the Subscription Offering and the Community Offering.

 

TAX-QUALIFIED EMPLOYEE STOCK BENEFIT PLAN means any defined benefit plan or defined contribution plan, such as an employee stock ownership plan, stock bonus plan, profit-sharing plan or other plan, which is established for the benefit of the employees of the Holding Company and/or the Bank and any Affiliate thereof and which, with its related trust, meets the requirements to be “qualified” under Section 401 of the Code as from time to time in effect.  A “Non-Tax-Qualified Employee Stock Benefit Plan” is any defined benefit plan or defined contribution stock benefit plan that is not so qualified.

 

VOTING DEPOSITOR means a Person who, at the close of business on the Voting Record Date, is entitled to vote as a Depositor of the Bank in accordance the Plan.

 

VOTING RECORD DATE means the date for determining the eligibility of Depositors to vote at the Special Meeting of Depositors.

 

3.

GENERAL PROCEDURE FOR THE CONVERSION AND REORGANIZATION.

 

A.

Steps for Conversion and Reorganization

 

 

The Conversion and Reorganization may be effected in the manner set forth herein or in any manner approved by the OTS, and, to the extent required, the Department and the FDIC, that is consistent with the purposes of this Plan and applicable law and regulations. This Plan is subject to the approval of the OTS and must be adopted by (1) at least a majority of the total number of votes eligible to be cast by Voting Depositors at the Special Meeting of Depositors, (2) the holders of at least two-thirds of the outstanding shares of Mid-Tier Holding Company Common Stock eligible to vote; and (3) the holders of a majority of the outstanding shares of Mid-Tier Holding Company Common Stock owned by Minority Stockholders.   It is currently anticipated that the Conversion and Reorganization will be effected in accordance with the procedures specified below.  At the effective date of the Conversion and Reorganization, the following transactions will occur:

 

(i)  

The Bank’s election to be treated as a savings association pursuant to Section 10(l) of the HOLA shall become effective and the MHC and the Mid-Tier Holding Company will adopt federal charters for a mutual holding company and mid-tier holding company, respectively, in accordance with the policies of the OTS through the following transactions: (i) a new federally chartered mutual holding company (“Federal MHC”) will be organized and the MHC will merge with and into the Federal MHC with the Federal MHC surviving pursuant to the Plan of Merger included as Annex D hereto, (ii) a new federally chartered mid-tier holding company (“Federal Mid-Tier Company”) will be organized and the Mid-Tier Holding Company will be merged with and into Federal Mid-Tier Company with Federal Mid-Tier Company surviving pursuant to the Plan of Merger included as Annex E hereto.

 

 

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(ii)

The Federal MHC shall convert from a mutual holding company to a federal interim stock savings association (“Interim Association I”). The Federal Mid-Tier Company shall convert into a federal interim stock savings association (“Interim Association II”) and simultaneously merge with and into the Bank in the Mid-Tier Holding Company Merger, with the Bank being the surviving institution. Immediately thereafter, the Federal MHC, as converted to Interim Association I, shall merge with and into the Bank in the MHC Merger, with the Bank being the surviving institution. As a result of the MHC Merger and the Mid-Tier Holding Company Merger, (x) the shares of Mid-Tier Holding Company Common Stock held by the MHC (following its conversion to Interim Association I) shall be extinguished and (y) certain Depositors will be granted interests in the liquidation account to be established by the Bank pursuant to Section 15 hereof.

 

(iii)

The Holding Company shall be organized as a subsidiary of the Bank.  Interim Savings Bank, a first-tier wholly owned subsidiary of the Holding Company, shall merge with and into the Bank pursuant to the Bank Merger, with the Bank being the surviving institution. As a result of the Bank Merger, (x) the shares of Holding Company Common Stock held by the Bank shall be extinguished; (y) the shares of Mid-Tier Holding Company Common Stock held by the Minority Stockholders shall be converted into the right to receive shares of Holding Company Common Stock based upon the Exchange Ratio, plus cash in lieu of any fractional share interest based upon the Purchase Price; and (z) the shares of common stock of Interim Savings Bank held by the Holding Company shall be converted into shares of Bank Common Stock on a one-for-one basis, with the result that the Bank shall become a wholly owned subsidiary of the Holding Company. In addition, as a result of the Bank Merger, options to purchase shares of Mid-Tier Holding Company Common Stock which are outstanding immediately prior to consummation of the Conversion and Reorganization shall be converted into options to purchase shares of Holding Company Common Stock, with the number of shares subject to the option and the exercise price per share to be adjusted based upon the Exchange Ratio so that the aggregate exercise price remains unchanged, and with the duration of the option remaining unchanged.

 

(iv)

The Holding Company shall sell the Conversion Stock in the Offerings, as provided herein.

 

The effective date of the Conversion and Reorganization shall be the date upon which the last of the following actions occurs: (i) the filing of Articles of Merger with the Pennsylvania Department of State with respect to the Mid-Tier Holding Company Merger, (ii) the filing of Articles of Merger with the Pennsylvania Department of State with respect to the MHC Merger, (iii) the filing of Articles of Merger with the Pennsylvania Department of State with respect to the Bank Merger and (iv) the closing of the issuance of the shares of Conversion Stock in the Offerings. The filing of Articles of Merger relating to the MHC Merger, the Mid-Tier Holding Company Merger and the Bank Merger and the closing of the issuance of shares of Conversion Stock in the Offerings shall not occur until all requisite regulatory, Depositor and Stockholder approvals have been obtained, all applicable waiting periods have expired and sufficient subscriptions and orders for the Conversion Stock have been received. It is intended that the closing of the MHC Company Merger, the Mid-Tier Holding Company Merger, the Bank Merger and the sale of shares of Conversion Stock in the Offerings shall occur consecutively and substantially simultaneously.

 

 

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B.

Regulatory Filings

 

(i)

To the extent required by applicable laws and regulations, or as the OTS, the FDIC or the Department may otherwise require, the MHC, the Mid-Tier Holding Company and the Bank shall provide public notice of the adoption of the Plan. Such notice shall be made by means of the placing of an advertisement in a newspaper of general circulation in each community where the Bank maintains an office. In addition, the Bank shall cause copies of the Plan to be made available at each of its offices for inspection by Depositors.

 

(ii)

An application for the Conversion and Reorganization, including the Plan and all other requisite material (the “Application for Conversion”), shall be submitted to the OTS and, if applicable, the Department and the FDIC for approval. The MHC, the Mid-Tier Holding Company and the Bank will again cause to be published, in accordance with the requirements of applicable regulations of the OTS, a notice of the filing with the OTS of an application to convert the MHC and will post the notice of the filing for the Application for Conversion in each of the Bank’s offices.

 

(iii)

The Primary Parties shall submit or cause to be submitted to the OTS, the Department and the FDIC, as applicable, all holding company, merger, charter conversion and other applications or notices necessary for the Conversion and Reorganization.  All notices required to be published in connection with such applications shall be published at the times required.

 

(iv)

The Holding Company shall file one or more Registration Statements with the SEC to register the Holding Company Common Stock to be issued in the Conversion and Reorganization under the Securities Act of 1933, as amended, and shall register such Holding Company Common Stock under any applicable state securities laws.  Upon registration and after the receipt of all required regulatory approvals, the Conversion Stock shall be first offered for sale in a Subscription Offering to Eligible Account Holders, the Tax-Qualified Employee Stock Benefit Plan, Supplemental Eligible Account Holders, if any, and Other Depositors.  It is anticipated that any shares of Conversion Stock remaining unsold after the Subscription Offering will be sold through a Community Offering, a Syndicated Community Offering and/or a Public Offering.  The purchase price per share for the Conversion Stock shall be a uniform price determined in accordance with Section 4 hereof and shall be set forth in the Prospectus.  The Holding Company shall contribute to the Bank an amount of the net proceeds received by the Holding Company from the sale of Conversion Stock as shall be determined by the Boards of Directors of the Holding Company and the Bank and as shall be approved by the OTS and, if applicable, the Department, but not less than fifty percent (50%) of the net proceeds received by the Holding Company from the sale of the Conversion Stock.

 

C.

Approval of Plan By Voting Depositors; The Special Meeting

 

(i)

The MHC shall file preliminary proxy materials with the OTS, the Department and the FDIC, as required.  Promptly following receipt of requisite approval of the OTS, Department and the FDIC, this Plan will be submitted to the Voting Depositors for their consideration and approval at the Special Meeting of Depositors.  The Plan must be approved by a majority of the total number of votes eligible to be cast by Voting Depositors at the Special Meeting of Depositors. The Bank will mail to all Depositors as of the Voting Record Date, at their last known address appearing on the records of the Bank, a notice of special meeting and a proxy statement describing the Plan.

 

(ii)

The Special Meeting of Depositors shall be held upon written notice given no less than 20 days nor more than 50 days prior to the date of the Special Meeting of Depositors. At the Special Meeting of Depositors, each Voting Depositor shall be entitled to cast one vote in person or by proxy for every $100.00 of Deposit Accounts, or fraction thereof, such Voting Depositor had at the Bank

 

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as of the Voting Record Date.  Deposits held in trust or other fiduciary capacity may be voted by the trustee or other fiduciary to whom voting rights are provided under the trust instrument or other governing document or applicable law.

 

 

D.

Approval of Plan By Stockholders; The Special Meeting of Stockholders

 

(i)

The Holding Company shall file a Registration Statement with the SEC to register the Exchange Shares.  A prospectus contained in such Registration Statement shall also constitute proxy materials of the Mid-Tier Holding Company with respect to the Special Meeting of Stockholders.  Promptly following the effectiveness of such Registration Statement and the receipt of any other requisite approval of the Department, the FDIC or the OTS, this Plan will be submitted to the Stockholders for their consideration and approval at the Special Meeting of Stockholders. The Plan must be approved by (1) the holders of at least two-thirds of the outstanding shares of Mid-Tier Holding