Exhibit 2
PLAN OF CONVERSION AND
REORGANIZATION
OF
HARVARD SAVINGS,
MHC
TABLE OF CONTENTS
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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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1
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3.
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PROCEDURES FOR
CONVERSION
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6
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4.
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HOLDING COMPANY
APPLICATIONS, REGISTRATIONS AND NOTICES
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8
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5.
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SALE OF
SHARES
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8
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6.
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PURCHASE PRICE
AND NUMBER OF SUBSCRIPTION SHARES
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8
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7.
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RETENTION OF
OFFERING PROCEEDS BY THE HOLDING COMPANY
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9
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8.
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SUBSCRIPTION
RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY)
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9
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9.
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SUBSCRIPTION
RIGHTS OF EMPLOYEE PLANS (SECOND PRIORITY)
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10
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10.
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SUBSCRIPTION
RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD
PRIORITY)
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11
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11.
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SUBSCRIPTION
RIGHTS OF OTHER MEMBERS (FOURTH PRIORITY)
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11
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12.
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COMMUNITY
OFFERING
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12
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13.
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SYNDICATED
COMMUNITY OFFERING
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12
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14.
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LIMITATION ON
PURCHASES
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13
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15.
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PAYMENT FOR
SUBSCRIPTION SHARES
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14
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16.
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MANNER OF
EXERCISING SUBSCRIPTION RIGHTS THROUGH ORDER FORMS
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15
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17.
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UNDELIVERED,
DEFECTIVE OR LATE ORDER FORM; INSUFFICIENT PAYMENT
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16
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18.
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RESIDENTS OF
FOREIGN COUNTRIES AND CERTAIN STATES
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16
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19.
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ESTABLISHMENT
OF LIQUIDATION ACCOUNT
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17
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20.
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VOTING RIGHTS
OF STOCKHOLDERS
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18
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21.
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RESTRICTIONS ON
RESALE OR SUBSEQUENT DISPOSITION
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18
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22.
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REQUIREMENTS
FOR STOCK PURCHASES BY DIRECTORS AND OFFICERS FOLLOWING THE
CONVERSION
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19
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23.
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TRANSFER OF
DEPOSIT ACCOUNTS
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19
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24.
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REGISTRATION
AND MARKETING
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19
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25.
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TAX RULINGS OR
OPINIONS
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19
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26.
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STOCK BENEFIT
PLANS AND EMPLOYMENT AGREEMENTS
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20
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27.
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RESTRICTIONS ON
ACQUISITION OF BANK AND HOLDING COMPANY
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20
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28.
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PAYMENT OF
DIVIDENDS AND REPURCHASE OF STOCK
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21
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29.
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CONSUMMATION OF
CONVERSION AND EFFECTIVE DATE
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21
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30.
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EXPENSES OF
CONVERSION
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21
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31.
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AMENDMENT OR
TERMINATION OF PLAN
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21
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32.
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CONDITIONS TO
CONVERSION
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22
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33.
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INTERPRETATION
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22
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EXHIBIT A
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AGREEMENT OF
MERGER AMONG HARVARD ILLINOIS FINANCIAL CORPORATION, HARVARD
SAVINGS BANK AND HARVARD SB INTERIM I
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EXHIBIT B
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AGREEMENT OF
MERGER AMONG HARVARD SAVINGS, MHC, HARVARD SAVINGS BANK AND HARVARD
SB INTERIM II
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ii
PLAN OF CONVERSION AND
REORGANIZATION
OF
HARVARD SAVINGS,
MHC
This Plan of Conversion and
Reorganization (this “Plan”) provides for the
conversion of Harvard Savings, MHC, a federal mutual holding
company (the “Mutual Holding Company”), into the
capital stock form of organization. The Mutual Holding Company
currently owns 100% of the common stock of Harvard Illinois
Financial Corporation, a federal stock corporation (the
“Mid-Tier Holding Company”), which owns 100% of the
common stock of Harvard Savings Bank (the “Bank”), an
Illinois stock savings bank that is headquartered in Harvard,
Illinois. A new stock holding company (the “Holding
Company”) will be established as part of the Conversion and
will succeed to all the rights and obligations of the Mutual
Holding Company and the Mid-Tier Holding Company and issue Common
Stock in the Conversion. The purpose of the Conversion is to
convert the Mutual Holding Company to the capital stock form of
organization and to raise capital in the Offering. The Holding
Company will offer its Common Stock in the Offering upon the terms
and conditions set forth herein. The subscription rights granted to
Participants in the Subscription Offering are set forth in Sections
8 through 11 hereof. All sales of Common Stock in the Community
Offering or the Syndicated Community Offering will be at the sole
discretion of the Board of Directors of the Mutual Holding Company
and the Holding Company.
The Conversion will have no impact
on depositors, borrowers or customers of the Bank. After the
Conversion, the Bank’s insured deposits will continue to be
insured by the FDIC to the extent provided by applicable
law.
This Plan has been adopted by the
Boards of Directors of the Mutual Holding Company, and the Mid-Tier
Holding Company and the Bank and will be approved by the Board of
the Holding Company. This Plan also must be approved by a majority
of the total number of outstanding votes entitled to be cast by
Voting Members of the Mutual Holding Company at a Special Meeting
of Members to be called for that purpose. If required, the OTS,
FDIC and the IDFPR must approve or not object to this Plan before
it is presented to Voting Members for their approval.
For the purposes of this Plan, the
following terms have the following meanings:
Account Holder
– Any Person holding a Deposit
Account in the Bank.
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 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.
Affiliate – Any Person that directly or indirectly,
through one or more intermediaries, controls, is controlled by, or
is under common control with another Person.
Appraised Value Range
– The range of the estimated
consolidated pro forma market value of the Holding Company, which
shall also be equal to the estimated pro forma market value of the
total number of Subscription Shares to be issued in the Conversion,
as determined by the Independent Appraiser prior to the
Subscription Offering and as it may be amended from time to time
thereafter. The maximum and minimum of the Appraised Value Range
may vary as much as 15% above and 15% below, respectively, the
midpoint of the Appraised Value Range. The maximum of the Appraisal
Value Range may be adjusted by up to 15% subsequent to the
commencement of the Subscription Offering to reflect changes in
market or financial conditions or demand for the Common
Stock.
Associate – The term Associate when used to indicate
a relationship with any Person, means (i) any corporation or
organization (other than the Mid-Tier Holding Company, Mutual
Holding Company, Holding Company, the Bank or a majority-owned
subsidiary of any such party) 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) 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 except that for the
purposes of this Plan relating to subscriptions in the Offering and
the sale of Subscription Shares following the Conversion, a Person
who has a substantial beneficial interest in any Non-Tax-Qualified
Employee Stock Benefit Plan or any Tax-Qualified Employee Stock
Benefit Plan, or who is a trustee or fiduciary of such plan, is not
an Associate of such plan, and except that, for purposes of
aggregating total shares that may be held by Officers and Directors
the term “Associate” does not include any Tax-Qualified
Employee Stock Benefit Plan, and (iii) any Person who is
related by blood or marriage to such Person and who lives in the
same home as such Person or who is a Director or Officer of the
Mid-Tier Holding Company, MHC, the Bank or the Holding Company, or
any of its parents or subsidiaries.
Bank – Harvard Savings Bank.
Common Stock
– The common stock, par value
$0.01 per share, of the Holding Company. The Common Stock is not
insured by the FDIC.
Community – McHenry and Grundy Counties,
Illinois.
Community Offering
– The offering for sale to
certain members of the general public directly by the Holding
Company of shares not subscribed for in the Subscription
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 or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise as
described in 12 C.F.R. Part 574.
2
Conversion
– The conversion and
reorganization of the Mutual Holding Company to stock form pursuant
to this Plan, and all steps incident or necessary thereto,
including the Offering.
Deposit Account
– Any withdrawable account,
including, without limitation, savings, time, demand, NOW accounts,
money market, certificate and passbook accounts.
Director – A member of the Board of Directors of
the Bank, the Mid-Tier Holding Company, the Holding Company or the
Mutual Holding Company, as appropriate in the context.
Eligible Account
Holder – Any Person
holding a Qualifying Deposit on the Eligibility Record Date for
purposes of determining subscription rights and establishing
subaccount balances in the Liquidation Account.
Eligibility Record
Date – The date for
determining Eligible Account Holders of the Bank, which is
June 30, 2008.
Employees – All Persons who are employed by the
Bank, Mid-Tier Holding Company, Holding Company or Mutual Holding
Company.
Employee Plans
– Any one or more
Tax-Qualified Employee Stock Benefit Plans of the Bank or the
Holding Company, including any ESOP and 401(k) Plan.
ESOP – The Bank’s Employee Stock
Ownership Plan and related trust.
FDIC – The Federal Deposit Insurance
Corporation.
Holding Company
– The corporation formed for
the purpose of acquiring all of the shares of capital stock of the
Bank in connection with the Conversion. Shares of Common Stock will
be issued in the Conversion to Participants and others in the
Offering.
IDFPR – The Illinois Department of Financial and
Professional Regulation.
Independent Appraiser
– The independent appraiser
retained by the Mutual Holding Company, the Mid-Tier Holding
Company and the Bank to prepare an appraisal of the pro forma
market value of the Subscription Shares.
Liquidation Account
– The interest in the Bank
received by Eligible Account Holders and Supplemental Eligible
Account Holders in exchange for their interest in the Mutual
Holding Company in connection with the Conversion.
Member – Any Person or entity who qualifies as a
member of the Mutual Holding Company pursuant to its charter and
bylaws.
3
MHC Merger
– The conversion of the Mutual
Holding Company into an interim stock savings bank and subsequent
merger with and into the Bank, which shall occur immediately prior
to completion of the Conversion, as set forth in this
Plan.
Mid-Tier Holding
Company – The
federal corporation that owns 100% of the Bank’s Common Stock
and any successor thereto.
Mid-Tier Merger
– The conversion of the
Mid-Tier Holding Company into an interim stock savings bank and
subsequent merger with and into the Bank, which shall occur
immediately prior to completion of the Conversion, as set forth in
this Plan.
Mutual Holding Company
– Harvard Savings, MHC, the
mutual holding company of the Mid-Tier Holding Company.
Offering – The offering and issuance, pursuant to
this Plan, of Common Stock in a Subscription Offering, Community
Offering or Syndicated Community Offering, as the case may
be.
Offering Range
– The range of the number of
shares of Common Stock offered for sale in the Offering. The
Offering Range shall be equal to the Appraised Value Range divided
by the Subscription Price.
Officer – Means the chairman of the board,
president, vice president, treasurer, secretary, or comptroller of
any company, or any other person who participates in its major
policy decisions.
Order Form
– Any form (together with any
cover letter and acknowledgments) sent to any Participant or Person
containing among other things a description of the alternatives
available to such Person under this Plan and by which any such
Person may make elections regarding subscriptions for Subscription
Shares.
Other Member
– Any person holding a Deposit
Account on the Voting Record Date who is not an Eligible Account
Holder or Supplemental Eligible Account Holder, or any borrower who
qualifies as a Voting Member.
OTS – The Office of Thrift Supervision, a
division of the United States Department of Treasury, and any
successor.
Participant
– Any Eligible Account Holder,
Employee Plan, Supplemental Eligible Account Holder, or Other
Member.
Person – 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.
Plan – This Plan of Conversion and
Reorganization of the Mutual Holding Company as it exists on the
date hereof and as it may hereafter be amended in accordance with
its terms.
4
Prospectus
– The one or more documents
used in offering the Subscription Shares.
Qualifying Deposit
– 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.
Resident – Any Person who occupies a dwelling
within the Community, has a present intent to remain within the
Community for a period of time, and 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 determine
residency under this provision. To the extent a person is a
personal benefit plan or trustees, the circumstances of the
beneficiary shall apply with respect to this definition. In the
case of all other benefit plans or trusts, the circumstances of the
trustee shall be examined for purposes of this definition. The
Mutual Holding Company and Holding Company may utilize deposit or
loan records of the Bank 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 Mutual Holding Company and Holding Company. A
Participant must be a “Resident” for purposes of
determining whether such person “resides” in the
Community as such term is used in this Plan.
SEC – The Securities and Exchange
Commission.
Special Meeting of
Members – The
special meeting of Voting Members, and any adjournments thereof,
held to consider and vote upon this Plan.
Subscription Offering
– The offering of Subscription
Shares to Participants.
Subscription Price
– The price per Subscription
Share to be paid by Participants and others in the Offering. The
Subscription Price will be determined by the Board of Directors of
the Holding Company and fixed prior to the commencement of the
Subscription Offering.
Subscription Shares
– Shares of Common Stock
offered for sale in the Offering.
Supplemental Eligible Account
Holder – Any
Person, other than Directors and Officers of the Bank MHC and the
Mid-Tier Holding Company and their Associates, holding a Qualifying
Deposit on the Supplemental Eligibility Record Date, who is not an
Eligible Account Holder.
Supplemental Eligibility Record
Date – The date for
determining Supplemental Eligible Account Holders, which shall be
the last day of the calendar quarter preceding OTS approval of the
application for conversion.
Syndicated Community
Offering – The
offering of Subscription Shares, at the sole discretion of the
Holding Company, following commencement of the Subscription
Offering through a syndicate of broker-dealers.
5
Tax-Qualified Employee Stock
Benefit Plan – 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, with its related trust, meets the
requirements to be “qualified” under Section 401
of the Internal Revenue Code of 1986, as amended. The Bank may make
scheduled discretionary contributions to a tax-qualified employee
stock benefit plan, provided such contributions do not cause
the Bank to fail to meet its regulatory capital requirements. A
“Non-Tax-Qualified Employee Stock Benefit Plan” is any
defined benefit plan or defined contribution plan that is not so
qualified.
Voting Member –
Any Person who at the close of
business on the Voting Record Date is entitled to vote as a Member
of the Mutual Holding Company pursuant to its charter and
bylaws.
Voting Record Date
– The date fixed by the
Directors for determining eligibility to vote at the Special
Meeting of Members.
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3.
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PROCEDURES
FOR CONVERSION
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A. After approval of this Plan by
the Boards of Directors of the Mutual Holding Company and Holding
Company, if required, this Plan together with all other requisite
material shall be submitted to the OTS, FDIC and IDFPR for approval
or non-objection. Notice of the adoption of this Plan by the Boards
of Directors of the Mutual Holding Company and Holding Company and
the submission of this Plan to the OTS, FDIC and IDFPR for approval
or non-objection will, if required by applicable regulation, be
published in a newspaper having general circulation in each
community in which an office of the Bank is located, and copies of
this Plan will be made available at each office of the Bank for
inspection by depositors. The Mutual Holding Company and Holding
Company also will publish a notice of the filing with the OTS, FDIC
and IDFPR of appropriate applications if required by applicable
regulation.
B. Following approval or
non-objection of this Plan by the OTS, FDIC and IDFPR, this Plan
will be submitted to a vote of the Voting Members at the Special
Meeting of Members. The Mutual Holding Company will mail to all
Voting Members, at their last known address appearing on the
records of the Bank, a proxy statement in either long or summary
form describing this Plan, which will be submitted to a vote of
Voting Members at the Special Meeting of Members. The Holding
Company also will mail to all Participants a Prospectus and Order
Form for the purchase of Subscription Shares. Upon approval of this
Plan by a majority of the total number of votes entitled to be cast
by Voting Members, the Holding Company and Mutual Holding Company
will take all other necessary steps pursuant to applicable laws and
regulations to consummate the Conversion and Offering. The
Conversion must be completed within 24 months of the approval of
this Plan by Voting Members, unless a longer time period is
permitted by governing laws and regulations.
C. The Conversion will be effected
as follows, or in any other manner that is consistent with the
purposes of this Plan and applicable laws and regulations,
including mergers of the Mutual Holding Company and Mid-Tier
Holding Company into the Bank followed immediately by the closing
of the sale of Subscription Shares. The choice of which method to
use to effect the Conversion will be made by the Board of Directors
of the Mutual Holding Company immediately prior to the closing of
the Conversion. Each of the steps set forth below
6
shall be deemed to occur in such order as is
necessary to consummate the Conversion pursuant to this Plan, the
intent of the Board of Directors of the Mutual Holding Company and
Holding Company, and applicable federal and state regulations and
policy. Approval of this Plan by Voting Members also shall
constitute approval of each of the transactions necessary to
implement this Plan.
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(1)
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The Bank will
establish the Holding Company as a stock corporation.
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(2)
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The Mid-Tier
Holding Company will convert to an interim stock savings bank and
merge with and into the Bank (the “Mid-Tier Merger”)
with the Bank as the resulting entity pursuant to the Agreement of
Merger attached hereto as Exhibit A between the Mid-Tier Holding
Company and the Bank, whereby the Mutual Holding Company will
receive shares of Bank common stock in exchange for its Mid-Tier
Holding Company common stock.
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(3)
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Immediately
after the Mid-Tier Merger, the Mutual Holding Company will convert
to an interim stock savings bank and will merge with and into the
Bank (the “MHC Merger”) pursuant to the Agreement of
Merger attached hereto as Exhibit B between the Mutual Holding
Company and the Bank, whereby the shares of Bank common stock held
by the Mutual Holding Company will be canceled and each Eligible
Account Holder and Supplemental Eligible Account Holder will
receive an interest in a Liquidation Account of the Bank in
exchange for such person’s interest in the Mutual Holding
Company.
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(4)
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Immediately
after the MHC Merger, the Bank will issue 100 shares of its common
stock to Holding Company in exchange for at least fifty percent
(50%) of the net proceeds raised in the Offering. As a result,
the Bank will become a wholly-owned subsidiary of Holding
Company.
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D. The Holding Company shall
register the issuance of the Subscription Shares with the SEC and
any appropriate state securities authorities.
E. All assets, rights, interests,
privileges, powers, franchises and property (real, personal and
mixed) of the Mid-Tier Holding Company and Mutual Holding Company
shall be automatically transferred to and vested in the Holding
Company by virtue of the Conversion without any deed or other
document of transfer. The Holding Company, without any order or
action on the part of any court or otherwise and without any
documents of assumption or assignment, shall hold and enjoy all of
the properties, franchises and interests, including appointments,
powers, designations, nominations and all other rights and
interests as the agent or other fiduciary in the same manner and to
the same extent as such rights, franchises, and interests and
powers were held or enjoyed by the Mid-Tier Holding Company and
Mutual Holding Company. The Holding Company shall be responsible
for all of the liabilities, restrictions and duties of every kind
and description of the Mid-Tier Holding Company and Mutual Holding
Company immediately prior to the Conversion, including liabilities
for all debts, obligations and contracts of the Mid-Tier Holding
Company and Mutual Holding Company, matured or
7
unmatured, whether accrued, absolute, contingent
or otherwise and whether or not reflected or reserved against on
balance sheets, books or accounts or records of the Mid-Tier
Holding Company and Mutual Holding Company.
F. The home office and branch
offices of the Bank shall be unaffected by the Conversion. The
executive offices of the Holding Company shall be located at the
current offices of the Mutual Holding Company and Mid-Tier Holding
Company.
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4.
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HOLDING
COMPANY APPLICATIONS, REGISTRATIONS AND NOTICES
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The Boards of Directors of the
Mutual Holding Company, the Mid-Tier Holding Company, the Holding
Company and the Bank will take all necessary steps to convert the
Mutual Holding Company to stock form, form the Holding Company and
complete the Offering. The Mutual Holding Company, Mid-Tier Holding
Company, Bank and Holding Company shall make timely applications to
the OTS, FDIC and IDFPR and filings with the SEC for any requisite
regulatory approvals to complete the Conversion.
The Subscription Shares will be
offered simultaneously in the Subscription Offering to the
Participants in the respective priorities set forth in this Plan.
The Subscription Offering may begin as early as the mailing of the
Proxy Statement for the Special Meeting of Members. The Bank will
not extend credit to any Person for the purpose of purchasing
shares of Common Stock.
Any shares of Common Stock for which
subscriptions have not been received in the Subscription Offering
may be issued in the Community Offering or Syndicated Community
Offering. The Community Offering and Syndicated Community Offering
may begin at any time after commencement of or concurrent with the
Subscription Offering and the Community Offering must be completed
within 45 days after completion of the Subscription Offering unless
extended by the Mutual Holding Company and the Holding Company with
any required regulatory approval.
Any shares of Common Stock sold in a
Community Offering or Syndicated Community Offering, or in any
other manner permitted by the OTS, FDIC and IDFPR that will achieve
the widest distribution of the Common Stock. The Syndicated
Community may be conducted in addition to, or instead of, a
Community Offering. The issuance of Common Stock in any
Subscription Offering and any Community Offering will be
consummated simultaneously on the date the sale of Common Stock in
the Syndicated Community Offering is consummated and only if the
required minimum number of shares of Common Stock has been
issued.
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6.
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PURCHASE
PRICE AND NUMBER OF SUBSCRIPTION SHARES
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The total number of shares, or a
range thereof, of Subscription Shares to be offered for sale in the
Offering will be determined jointly by the Boards of Directors of
the Mutual Holding Company and the Holding Company immediately
prior to the commencement of the Subscription Offering, and will be
based on the Appraised Value Range and the Subscription Price. The
Offering Range will be equal to the Appraised Value Range divided
by the
8
Subscription Price. The estimated pro forma
consolidated market value of the Holding Company will be subject to
adjustment within the Appraised Value Range if necessitated by
market or financial conditions, with the receipt of any required
approvals of the OTS, FDIC and IDFPR, and the maximum of the
Appraised Value Range may be increased by up to 15% subsequent to
the commencement of the Subscription Offering to reflect changes in
market and financial conditions or demand for the Common Stock. The
number of Subscription Shares issued in the Offering will be equal
to the estimated pro forma consolidated market value of the Holding
Company, as may be amended, divided by the Subscription
Price.
In the event that the Subscription
Price multiplied by the number of Subscription Shares to be issued
in the Offering is below the minimum of the Appraised Value Range,
or materially above the maximum of the Appraised Value Range, a
resolicitation of purchasers may be required, provided that
up to a 15% increase above the maximum of the Appraised Value Range
will not be deemed material so as to require a resolicitation. Any
such resolicitation shall be effected in such manner and within
such time as the Holding Company and the Mutual Holding Company
shall establish, if all required regulatory approvals are
obtained.
Notwithstanding the foregoing,
Subscription Shares will not be issued unless, prior to the
consummation of the Offering, the Independent Appraiser confirms to
the Bank, the Mutual Holding Company, the Holding Company and, if
required, the OTS, FDIC and IDFPR, that, to the best knowledge of
the Independent Appraiser, nothing of a material nature has
occurred which, taking into account all relevant factors, would
cause the Independent Appraiser to conclude that the number of
Subscription Shares to be issued in the Offering multiplied by the
Subscription Price is incompatible with its estimate of the
aggregate consolidated pro forma market value of the Holding
Company. If such confirmation is not received, the Holding Company
may cancel the Offering, extend the Offering and establish a new
Subscription Price and/or Appraised Value Range, extend, reopen or
hold a new Offering, or take such other action as the OTS, IDFPR
and FDIC (if required) may permit.
The Common Stock to be issued in the
Offering shall be fully paid and non-assessable.
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7.
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RETENTION OF
OFFERING PROCEEDS BY THE HOLDING COMPANY
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The Holding Company may retain up to
50% of the net proceeds of the Offering. The Holding Company
believes that the Offering proceeds will provide economic strength
to the Holding Company and the Bank for the future in a highly
competitive and regulated financial services environment and would
facilitate the continued expansion through acquisitions of
financial service organizations, continued diversification into
other related businesses and for other business and investment
purposes, including the possible payment of dividends and possible
future repurchases of the Common Stock as permitted by applicable
federal and state regulations and policy.
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8.
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SUBSCRIPTION
RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY)
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A. Each Eligible Account Holder
shall have nontransferable subscription rights to subscribe for in
the Subscription Offering up to the greater of 10,000 shares of
Common Stock,
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0.10% of the total number of shares of Common
Stock issued in the Offering, or fifteen times the product (rounded
down to the next whole number) obtained by multiplying the number
of Subscription Shares offered in the Offering by a fraction of
which the numerator is the amount of the Eligible Account
Holder’s Qualifying Deposit and the denominator is the total
amount of Qualifying Deposits of all Eligible Account Holders, in
each case on the Eligibility Record Date, subject to the provisions
of Section 14.
B. In the event that Eligible
Account Holders exercise subscription rights for a number of
Subscription Shares in excess of the total number of such shares
eligible for subscription, the Subscription Shares shall be
allocated among the subscribing Eligible Account Holders so as to
permit each subscribing Eligible Account Holder to purchase a
number of shares sufficient to make his or her total allocation of
Subscription Shares equal to the lesser of 100 shares or the number
of shares for which such Eligible Account Holder has subscribed.
Any remaining shares will be allocated among the subscribing
Eligible Account Holders whose subscriptions remain unsatisfied in
the proportion that the amount of the Qualifying Deposit of each
Eligible Account Holder whose subscription remains unsatisfied
bears to the total amount of the Qualifying Deposits of all
Eligible Account Holders whose subscriptions remain unsatisfied. If
the amount so allocated exceeds the amount subscribed for by any
one or more Eligible Account Holders, the excess shall be
reallocated (one or more times as necessary) among those Eligible
Account Holders whose subscriptions are still not fully satisfied
on the same principle until all available shares have been
allocated.
C. Subscription rights as Eligible
Account Holders received by Directors and Officers and their
Associates that are based on increased deposits during the year
before the Eligibility Record Date shall be subordinated to the
subscription rights of all other Eligible Account Holders, except
as permitted by the OTS, IDFPR and FDIC (if required).
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9.
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SUBSCRIPTION
RIGHTS OF EMPLOYEE PLANS (SECOND PRIORITY)
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The Employee Plans of the Holding
Company and the Bank shall have subscription rights to purchase in
the aggregate up to 10% of the Subscription Shares issued in the
Offering, including any Subscription Shares to be issued as a
result of an increase in the maximum of the Offering Range after
commencement of the Subscription Offering and prior to completion
of the Offering. Consistent with applicable laws and regulations
and practices and policies, the Employee Plans may use funds
contributed by the Holding Company or the Bank and/or borrowed from
an independent financial institution to exercise such subscription
rights, and the Holding Company and the Bank may make scheduled
discretionary contributions thereto, provided that such
contributions do not cause the Holding Company or the Bank to fail
to meet any applicable regulatory capital requirements. The
Employee Plans shall not be deemed to be Associates or Affiliates
of or Persons Acting in Concert with any Director or Officer of the
Mutual Holding Company, Holding Company, Mid-Tier Holding Company,
Bank or a majority owned subsidiary of any such entity.
Alternatively, if permitted by the OTS, IDFPR and FDIC (if
required), the Employee Plans may purchase all or a portion of such
shares in the open market.
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10.
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SUBSCRIPTION
RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD
PRIORITY)
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A. Each Supplemental Eligible
Account Holder shall have nontransferable subscription rights to
subscribe for in the Subscription Offering up to the greater of
10,000 shares of Common Stock, 0.10% of the total number of shares
of Common Stock issued in the Offering, or fifteen times the
product (rounded down to the next whole number) obtained by
multiplying the number of shares Subscription Shares offered in the
Offering by a fraction of which the numerator is the amount of the
Supplemental Eligible Account Holder’s Qualifying Deposit and
the denominator is the total amount of Qualifying Deposits of all
Supplemental Eligible Account Holders, in each case on the
Supplemental Eligibility Record Date, subject to the availability
of sufficient shares after filling in full all subscription orders
of the Eligible Account Holders and Employee Plans and to the
purchase limitations specified in Section 14.
B. In the event that Supplemental
Eligible Account Holders exercise subscription rights for a number
of Subscription Shares in excess of the total number of such shares
eligible for subscription, the Subscription Shares shall be
allocated among the subscribing Supplemental Eligible Account
Holders so as to permit each such subscribing Supplemental Eligible
Account Holder, to the extent possible, to purchase a number of
shares sufficient to make his or her total allocation of
Subscription Shares equal to the lesser of 100 shares or the number
of shares for which each such Supplemental Eligible Account Holder
has subscribed. Any remaining shares will be allocated among the
subscribing Supplemental Eligible Account Holders whose
subscriptions remain unsatisfied in the proportion that the amount
of the Qualifying Deposit of each such Supplemental Eligible
Account Holder bears to the total amount of the Qualifying Deposits
of all Supplemental Eligible Account Holders whose subscriptions
remain unsatisfied. If the amount so allocated exceeds the amount
subscribed for by any one or more Supplemental Eligible Account
Holders, the excess shall be reallocated (one or more times as
necessary) among those Supplemental Eligible Account Holders whose
subscriptions are still not fully satisfied on the same principle
until all available shares have been allocated.
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11.
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SUBSCRIPTION
RIGHTS OF OTHER MEMBERS (FOURTH PRIORITY)
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A. Each Other Member shall have
nontransferable subscription rights to subscribe for in the
Subscription Offering up to the greater of 10,000 shares of Common
Stock or 0.10% of the total number of shares of Common Stock issued
in the Offering, subject to the availability of sufficient shares
after filling in full all subscription orders of Eligible Account
Holders, Employee Plans and Supplemental Eligible Account Holders
and subject to the purchase limitations specified in
Section 14.
B. In the event that such Other
Members subscribe for a number of Subscription Shares which, when
added to the Subscription Shares subscribed for by the
Eligible