Common use of The Offering Clause in Contracts

The Offering. The Bank, in accordance with the plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30, 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Maryland. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 2 contracts

Samples: Agency Agreement (OBA Financial Services, Inc.), Agency Agreement (OBA Financial Services, Inc.)

AutoNDA by SimpleDocs

The Offering. The Bank, in In accordance with the a plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Bank (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 3,680,000 shares (subject to increase up to 4,628,750 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common SharesStock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April September 30, 2008 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”Holders (as defined in the Plan), ; and (4) Other Members of the MHC (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the State Community (as defined in the Plan), and thereafter to cover orders of Marylandother members of the general public. It is anticipated that shares any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In December 2007connection with the Conversion, the Bank’s mutual predecessor reorganized into Bank filed with the mutual Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company form of organization by forming under the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion HOLA and the Offeringregulations promulgated thereunder. In addition, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 2 contracts

Samples: Agency Agreement (Sunshine Bancorp, Inc.), Agency Agreement (Sunshine Bancorp, Inc.)

The Offering. The Bank, in In accordance with the plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the "Plan"), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 714,200 shares (subject to increase up to 4,628,750 shares) of its common stock, par value, $0.01 par value .01 per share (the "Shares" or "Common Shares”Stock"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) account balances of $50.00 or more as of April 30December 31, 2008 1998 ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by depositors of the Bank with account balances of $50.00 or more as of September 30, 2001 (the “ESOP”"Supplemental Eligible Account Holders"), (3) depositors of the Bank with Qualifying Deposits as of the close of business on ___________ (“_, who continue as depositors as of the Special Meeting who are not Eligible Account Holders or Supplemental Eligible Account Holders”Holders ("Other Members"), and (4) Other Members employees, officers and directors of the MHC as defined Bank to the extent they are not Eligible Account Holders, Supplemental Eligible Account Holders, or Other Members. To the extent Shares remain unsold in the Plan. Subject to the prior subscription rights of the above-listed partiesSubscription Offering, the Company may offer is offering for sale in a direct community offering (the "Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered public, with a preference given first to natural persons residing in the State Illinois county of MarylandDuPage ("Other Subscribers"), (all such offerees being referred to in the aggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “Syndicated Community "Public Offering") (the Subscription Offering, Community Offering and Syndicated Community Public Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Public Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with will issue the Securities and Exchange Commission Shares at a purchase price of $10.00 per share (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”"Purchase Price").

Appears in 2 contracts

Samples: Agency Agreement (Allied First Bancorp Inc), Agency Agreement (Allied First Bancorp Inc)

The Offering. The Bank, in accordance with the plan of conversion and reorganization adopted by the Board Boards of Directors of each of the OBA Parties, as amended Company and the Bank (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 10,350,000 shares (subject to increase up to 4,628,750 11,902,500 shares) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30March 31, 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ September 30, 2009 (“Supplemental Eligible Account Holders”), and (4) Other Members other members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State Texas counties of MarylandCollin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, Xxxxxx, Xxxxxxx and Xxxx. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-161894) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 2 contracts

Samples: Agency Agreement (OmniAmerican Bancorp, Inc.), Agency Agreement (OmniAmerican Bancorp, Inc.)

The Offering. The Bank, in accordance with the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the OBA Parties, as amended Madison Parties (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 4,140,000 shares (subject to increase up to 4,628,750 4,761,000 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of ___________ June 30, 2012 (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the State Nebraska Counties of MarylandCedar, Boone, Knox, Madison and Xxxxxx, and next to cover orders of other persons residing in the Community, and thereafter to cover orders of other members of the general public. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorpthe Mid-Tier. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp The Mid-Tier currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp , The Mid-Tier has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp the Mid-Tier will cease to exist and the Bank will be a wholly owned subsidiary of the Holding Company. The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. __________333-181070) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part 563b 239 of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office Board of Thrift Supervision Governors of the Federal Reserve (the “OTSFRB”) an Application For Conversion on Form AC (the “Form ACConversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, Financial LC., dated September __March 31, 2009 2012 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSFRB. The Form AC Conversion Application which includes the prospectus has been approved by the OTS and the related Prospectus has been authorized for use by the OTSFRB. In addition, the Holding Company has filed with the OTS FRB an Application on Form H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Madison County Financial, Inc.)

The Offering. The BankCompany, in accordance with the plan its amended Plan of conversion Reorganization from a Mutual Savings Bank to a Mutual Holding Company and reorganization Stock Issuance adopted by the its Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 [MAX] shares (subject to increase up to 4,628,750 [SMAX] shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April September 30, 2008 2006 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)plan, (3) depositors of the Bank Bank, other than directors and officers of the Bank, with Qualifying Deposits as of ___________ March 31, 2008 (“Supplemental Eligible Account Holders”), and (4) Other Members members of the MHC Bank as defined in the Planof ____________, 2008 who are not Eligible Account Holders or Supplemental Eligible Account Holders (“Other Members”). Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a direct community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of MarylandAndroscoggin County, Maine. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Public Offering”) (the Subscription Offering, Community Offering and Syndicated Community Public Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Public Offering. In December 2007, The Company will issue the Bank’s mutual predecessor reorganized into Shares at a purchase price of $10.00 per share (the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company“Purchase Price”). The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-149723) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 1933, as amended, (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) of the 1933 Act Regulations from and after the time said prospectus is filed with the CommissionCommission and shall include any supplements and amendments thereto from and after the dates of effectiveness or use, respectively. In accordance with Title 12, Part 563b The Plan provides for the reorganization of the Code Bank into a two-tier mutual holding company structure, the issuance of Federal Regulations all of the Bank’s outstanding common stock to the Company, and the issuance of a majority of the outstanding common stock of the Company to the MHC (the “Conversion RegulationsReorganization”). Upon completion of the Reorganization, the MHC has filed with Bank will be a wholly owned subsidiary of the Company and the Company will be a majority owned subsidiary of the MHC. The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC ). In accordance with Title 12, Part 575 of the Code of Federal Regulations (the “MHC Regulations”), the Bank has filed with the OTS a Form ACMHC-1 Notice of Mutual Holding Company Reorganization and a Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “MHC Applications”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP FinancialXxxxxx & Company, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares Inc. (the “Appraisal”), ) and has filed such amendments thereto as may have been required by the OTS. The Form AC has MHC Applications have been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Auburn Bancorp, Inc.)

The Offering. The Savings Bank, in accordance with the and pursuant to its plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Savings Bank (the "Plan"), intends to convert be converted from the a federally chartered mutual holding company form savings bank to a federally chartered stock savings bank and will sell all of organization its issued and outstanding stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the The Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share stock (the “Shares” or “"Common Shares”), Stock") in a subscription offering (the “"Subscription Offering") to (1) depositors of the Savings Bank with Qualifying Deposits (as defined in the Plan) as of April June 30, 2008 1997 ("Eligible Account Holders"), (2) the Bank’s tax-tax qualified employee benefit plans, including plans of the employee stock ownership plan established by the Bank (the “ESOP”)Savings Bank, (3) depositors of the Savings Bank with Qualifying Deposits as of ___________ December 31, 1998 ("Supplemental Eligible Account Holders"), and (4) Other Members certain other members of the MHC as defined in Savings Bank ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the Plan"Shares"). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Savings Bank's offices in a direct community offering (the "Direct Community Offering") conducted after the Subscription Offering and the Company may offer its Common Stock for sale in a community public offering to selected persons (the "Public Offering,") conducted after the Direct Community Offering” and when referred to together with or subsequent to the Subscription . The Public Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Maryland. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Direct Community Offering and Syndicated Community Subscription Offering are refereed to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the “Offering”)Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, reject in whole or in part, part any orders subscriptions received from subscribers in the Community Public Offering or Syndicated Direct Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion Company and the Offering, Savings Bank desire to retain Capital Resources to assist the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration its sale of the Shares under in the Securities Act of 1933 (the “1933 Act”), Offering. By and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In additionthrough this Agreement, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (Savings Bank confirm the “Control Act Regulations”)retention of Capital Resources to assist the Company and the Savings Bank during the Offering.

Appears in 1 contract

Samples: First Bancorp of Indiana Inc

The Offering. The Bank, in accordance with the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the OBA Parties, as amended Melrose Parties (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 2,990,000 shares (subject to increase up to 4,628,750 3,438,500 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 2012 (“Eligible Account Holders”), (2) depositors of the Bank with Qualifying Deposits as of (“Supplemental Eligible Account Holders”) and (3) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State City of MarylandMelrose, Massachusetts, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-194475) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual co-operative banks to stock form (including, Part 563b without limitation, Chapter 170 of the Massachusetts General Laws and Chapter 33 of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the Bank has filed with the Massachusetts Commissioner of Banks (the “Commissioner”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the Bank’s Notice and Information Statement for a Special Meeting of its Shareholders relating to the Conversion (the “Information Statement”), the Pro Forma Valuation Report prepared by RP Financial, LC. (the “Appraisal”) and the Prospectus. In accordance with the rules and regulations of the Federal Regulations Deposit Insurance Corporation (the “FDIC”) governing the conversion of state chartered co-operative banks to stock form (including, without limitation, 12 C.F.R. Part 303, Subpart I and 12 C.F.R. 333.4), as amended (the “FDIC Regulations”, and together with the Massachusetts Conversion Regulations, the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision FDIC a notice and application for conversion (such notice and application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “OTSFDIC Conversion Application) an Application For , and together with the Massachusetts Conversion on Form AC (Application, the “Form ACConversion Applications”), including copies of the Prospectus Information Statement, the Appraisal and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSProspectus. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application H-(e)l-S application on Form FRY-3 for approval, pursuant to Section 3(a)(1) of the Bank Holding Company Act of 1956, as amended (the “FRB Regulations”), for the Holding Company to become a bank holding company with respect to the Bank (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Melrose Bancorp, Inc.)

The Offering. The Bank, in In accordance with the plan Plan of conversion and reorganization Conversion adopted by the its Board of Directors of each of the OBA Parties, as amended (the "Plan"), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 264,500 shares (subject to increase up to 4,628,750 shares) of its common stock, par value, $0.01 par value 10.00 per share (the "Shares" or "Common Shares”Stock"), in a subscription offering (the "Subscription Offering") to (1) depositors who held at least $50.00 with the Bank on September 30, 1999; (2) depositors who held at least $50.00 with the Bank on December 31, 2000; (3) other members of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30, 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of on ___________ (“Supplemental Eligible Account Holders”), 2001; and (4) Other Members of the MHC as defined Bank's director, officers and employees. To the extent Shares remain unsold in the Plan. Subject to the prior subscription rights of the above-listed partiesSubscription Offering, the Company may offer is offering for sale to the general public in a direct community offering (the "Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public ("Other Subscribers"), (all such offerees being referred to whom a copy of in the Prospectus (aggregate as hereinafter defined"Eligible Offerees") is delivered with a preference given first to natural persons residing in the State residents of MarylandTarrant County, Texas. It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, The Company will issue the Bank’s mutual predecessor reorganized into Shares at a purchase price of $10.00 per share (the mutual holding company form of organization by forming the MHC"Purchase Price"). The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. NEXT PAGE The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 SB-2 (File No. _333-_________) (the "Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the "1933 Act"), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term "Registration Statement" shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has Bank and the Company have filed with the Office of Thrift Supervision (the "OTS") an Application For for Approval of Conversion of the Bank on Form AC with respect to the stock issuance (the “Form AC”"Conversion Application"), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP FinancialXxxxxxxx & Company, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares Inc. (the "Appraisal”), ") and has filed such amendments thereto as may have been required by the OTS. The Form AC Company has filed an Application to become a savings and loan holding company (the "Holding Company Application") pursuant to the Savings and Loan Holding Company Act, as amended (the "SLHC Act") with the OTS. The Conversion Application and Holding Company Application have each been approved by the OTS OTS, and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)use.

Appears in 1 contract

Samples: Common Stock (Bancaffiliated Inc)

The Offering. The Bank, in accordance with the its plan of ------------ conversion and reorganization adopted by the its Board of Directors of each Trustees of the OBA Parties, as amended Bank (the "Plan"), intends to convert from the a state chartered mutual holding company form savings bank to a state chartered stock savings bank, and to issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 6,612,500 shares (subject to increase up to 4,628,750 shares) of its common stock, par value $0.01 par value per share (the "Shares" or "Common Shares”Stock"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) savings accounts of $50 or more as of April 30December 31, 2008 1995 ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank 's Employee Stock Ownership Plan (the “"ESOP"), (3) depositors of the Bank with Qualifying Deposits savings accounts of $50 or more as of ___________ __, 1997 ("Supplemental Eligible Account Holders”), ") and (4) Other Members depositors of the MHC Bank as defined in of the PlanVoting Record date, __________, 1997 ("Other Members"). Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a direct community offering (the "Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given first to natural persons residing and trusts of natural persons who are permanent residents of Grays Harbor, Xxxxxxxx, Xxxxxx and Xxxx Counties of Washington (the "Local Community") ("Other Subscribers") (all such offerees being referred to in the State of Marylandaggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through by a selected selling group of broker-dealers agreement managed by Xxxx (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. "Conversion." The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (File No. __________333-35817) (the "Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the "1933 Act"), and has filed such amendments thereof thereof, if any, and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Revised Code of Federal Regulations Washington (the “Conversion Regulations”"RCW"), the MHC Bank has filed with the Office Washington Department of Thrift Supervision Financial Institutions, Division of Banks (the “OTS”"Division") an Application For for Conversion on Form AC (the “Form AC”"Conversion Application"), including the Prospectus prospectus, and has filed such amendments thereto, if any, as may have been required by the Division. The Conversion Application has been approved by the Division and the related Prospectus has been authorized for use by the Division. The Bank has also filed a Notice of Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), "Notice") with the FDIC and has filed such amendments thereto as may have been required by the OTSFDIC. The Form AC FDIC has been approved by provided the OTS and Bank with a Notice of Non- Objection (the related Prospectus has been authorized for use by "Non-Objection Notice") to the OTSConversion. In addition, the Company has filed with the OTS Board of Governors of the Federal Reserve System ("FRB") and the Division an Application H-(e)l-S application (the "Holding Company Application") to become a savings and loan bank holding company under and for approval to acquire the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)Bank.

Appears in 1 contract

Samples: Form of Proposed Agency Agreement (Timberland Bancorp Inc)

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp Territorial Savings Group will cease. The Conversion will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the “OTS”). Pursuant to the Plan, the Company will offer and sell up to 4,025,000 8,740,000 shares (subject to increase up to 4,628,750 10,051,000 shares) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April September 30, 2008 2007 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ December 31, 2008 (“Supplemental Eligible Account Holders”), and (4) Other Members other depositor members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of MarylandHawaii. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007September 2002, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA BancorpTerritorial Savings Group. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp Territorial Savings Group currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp Territorial Savings Group has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp Territorial Savings Group will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333- ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision (the “OTS”) OTS an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP FinancialFinPro, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares Inc. (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Territorial Bancorp Inc.)

The Offering. The BankAssociation, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the "Plan"), intends to convert from the an Ohio chartered mutual holding company form savings and loan association to an Ohio chartered stock savings and loan association, and will issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 776,250 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 no par value per share (the "Shares" or "Common Shares"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank Association with Qualifying Deposits (as defined in the PlanAssociation's Plan of Conversion) as of April 30December 31, 2008 1995 ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plansOhio State Financial Services, including the employee stock ownership plan established by the Bank Inc. Employee Stock Ownership Plan (the "ESOP"), (3) depositors of the Bank Association with Qualifying Deposits as of ___________ September 30, 1997 ("Supplemental Eligible Account Holders"), and (4) the Association's Other Eligible Members of the MHC (as defined in the PlanAssociation's Plan of Conversion) and (5) employees, officers and directors of the Association. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a community offering (the "Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered ("Other Subscribers"), with a preference given first to natural persons residing who reside in Belmont County, Ohio (all such offerees being referred to in the State of Marylandaggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Association may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC"Conversion., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)."

Appears in 1 contract

Samples: Agency Agreement (Ohio State Financial Services Inc)

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the "Plan"), intends to convert reorganize from an Ohio-chartered mutual savings and loan association into the mutual holding company form structure (the "Reorganization"), and issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (Company. The Reorganization will be accomplished pursuant to Ohio state law, federal law and the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary rules and regulations of the Company, and the corporate existence Office of the MHC and OBA Bancorp will ceaseThrift Supervision. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 _________ shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 .01 par value per share (the "Shares" or "Common Shares"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30, 2008 ______________ ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Cheviot Savings Bank Employee Stock Ownership Plan (the "ESOP"), (3) depositors of the Bank with Qualifying Deposits as of __________________ ("Supplemental Eligible Account Holders”), ") and (4) the Bank's Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the "Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State people who are residents of MarylandHamilton County, Ohio. It is anticipated xxxxxxxxted that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Reorganization." In December 2007addition, as part of the Reorganization, and subject to compliance with certain conditions as may be imposed by regulatory authorities, the Bank’s mutual predecessor reorganized into Company will contribute $750,000 in cash and 75,000 newly issued shares of Common Stock to the mutual holding company form Cheviot Savings Bank Charitable Foundation (the "Charitable Foundation"), the shares contributed to the Charitable Foundation hereinafter being referred to as the "Charitable Foundation Shares." The Common Shares offered for sale in the Offering and the Charitable Foundation Shares will represent a minority ownership interest of organization by forming the MHC. The MHC currently owns 10045% of the Company's total outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LCCommon Shares., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Cheviot Financial Corp)

The Offering. The Bank, in accordance with the plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Bank (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the following will occur: (1) the Bank will become a wholly owned subsidiary convert its charter to the North Carolina stock savings bank charter, which authorizes the issuance of capital stock; (2) the Holding Company will purchase all of the Companycapital stock issued by the Bank in connection with its conversion from the mutual to stock form, and the corporate existence for at least 50% of the MHC net proceeds of the offering (the “Offering”); and OBA Bancorp (3) the Holding Company will ceaseissue shares of its common stock in the Offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 7,245,000 shares (subject to increase up to 4,628,750 8,331,750 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30February 28, 2008 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) but excluding the Bank’s 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of ___________ June 30, 2011 (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the State North Carolina Counties of MarylandBuncombe, Madison, McDowell, Xxxxxxxxx and Transylvania, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC Bank is a North Carolina mutual holding company savings bank that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp legal existence of the Bank will cease to exist and not terminate but the Bank will be a wholly owned subsidiary continuation of the Companyentity of the mutual Bank and all property of the mutual Bank, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank. The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. __________333-174527) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part 563b the banking laws of the Code State of Federal Regulations North Carolina and the regulations of the North Carolina State Banking Commissioner (the “Commissioner”) and the regulations of the FDIC governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the MHC Bank filed an Application for Conversion with the Commissioner and a notice of intent to convert to stock form with the FDIC, and has filed with such amendments thereto and supplementary materials as may have been required as of the Office of Thrift Supervision date hereof by the Commissioner and the FDIC (collectively, the “OTS”) an Application For Conversion on Form AC (the “Form ACApplication”), including . The Conversion Application included the Prospectus and the Conversion Valuation Appraisal Report prepared by RP FinancialXxxxxxx Financial Advisors, LC.Inc., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS2011. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Holding Company also has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application H-(e)l-S FR Y-3 (the “Holding Company Application”) to become a savings and loan bank holding company controlling the Bank under the Home Owners’ Loan Act, as amended (“HOLA”) Bank Holding Company Act of 1956 and the regulations promulgated thereunder (collectively, the “Control Act RegulationsBHCA”). The Conversion Application, which included the Prospectus, has been approved by the Commissioner and not objected to by the FDIC and the Holding Company Application has been approved by the FRB.

Appears in 1 contract

Samples: Agency Agreement (ASB Bancorp Inc)

The Offering. The BankCompany, in accordance with the plan its Plan of conversion Reorganization and reorganization Stock Issuance adopted by the its Board of Directors of each of the OBA Parties, as amended (the "Plan"), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 1,467,400 shares (subject to increase up to 4,628,750 1,687,510 shares) (the "Shares") of its common stock, $0.01 par value per share (the “Shares” or “"Common Shares"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April June 30, 2008 2006 ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including plans of the employee stock ownership plan established by the Bank (the “ESOP”)Bank, (3) depositors of the Bank Bank, other than directors and officers of the Bank, with Qualifying Deposits as of September 30, 2007 ("Supplemental Eligible Account Holders"), and (4) depositors of the Bank as of _________ ___ (“2007, who are not Eligible Account Holders or Supplemental Eligible Account Holders”Holders ("Other Members"), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a direct community offering (the "Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in counties in which the State of MarylandBank has offices. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community "Public Offering") (the Subscription Offering, Community 1NEXT PAGE Offering and Syndicated Community Public Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Public Offering. In December 2007The Company will issue the Shares at a purchase price of $10.00 per share (the "Purchase Price"). As part of the Reorganization (as defined below), and subject to compliance with certain conditions as may be imposed by regulatory authorities, the Bank’s mutual predecessor reorganized into Company will contribute to a new foundation, the mutual holding company form Sound Community Foundation (the "Charitable Foundation"), shares equal to 1.0% of organization by forming all shares issued and outstanding following the MHCOffering plus $200,000 in cash. The MHC currently owns 100shares contributed to the Charitable Foundation hereinafter being referred to as the "Charitable Foundation Shares." The Common Shares offered for sale in the Offering and the Charitable Foundation Shares contributed to the Charitable Foundation will in the aggregate represent a minority ownership interest of 45.0% of the Company's total outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the CompanyCommon Shares. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 SB-2 (File No. __________333-146196) (the "Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 1933, as amended, (the "1933 Act"), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term "Registration Statement" shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) of the 1933 Act Regulations from and after the time said prospectus is filed with the Commission. The Plan provides for the reorganization of the Bank into a two-tier mutual holding company structure, the issuance of all of the Bank's outstanding common stock to the Company, and the issuance of a majority of the outstanding common stock of the Company to the MHC (the "Reorganization"). Upon completion of the Reorganization, the Bank will be a wholly owned subsidiary of the Company and the Company will be a majority owned subsidiary of the MHC. The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the "OTS"). In accordance with Title 12, Part 563b 575 of the Code of Federal Regulations (the “Conversion "MHC Regulations"), the MHC Bank has filed with the Office OTS a Form MHC-1 Notice of Thrift Supervision Mutual Holding Company Reorganization and a Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “OTS”) an Application For Conversion on Form AC (the “Form AC”"MHC Applications"), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares . (the "Appraisal”), ") and has filed such amendments thereto as may have been required by the OTS. The Form AC has MHC Applications have been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).2NEXT PAGE

Appears in 1 contract

Samples: Sound Financial, Inc.

The Offering. The BankCompany, in accordance with the plan Agreement and Plan of Conversion Merger dated as of November 14, 2014 (the “Merger Agreement”) by and among the Company, the Bank and St. Jxxxx, intends to acquire St. Jxxxx in connection with St. Jxxxx’ conversion from the mutual form of organization to the stock form of organization (the “Conversion”), and reorganization immediately thereafter to cause St. Jxxxx to merge with and into the Bank, with the Bank as the resulting institution (the “Merger” and, together with the Conversion, the “Conversion Merger”). Pursuant to a Plan of Conversion Merger of St. Jxxxx with the Bank, adopted by the Board of Directors of each of St. Jxxxx, the OBA Parties, as amended Company and the Bank (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 97,963 shares (subject to increase up to 4,628,750 112,657 shares) of its common stock, $0.01 0.10 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank St. Jxxxx with Qualifying Deposits (as defined in the Plan) ), as of April September 30, 2008 2013 (“Eligible Account Holders”), (2) the BankCompany’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank St. Jxxxx with Qualifying Deposits (as defined in the Plan), as of ___________ [DATE] (“Supplemental Eligible Account Holders”), and (4) Other Members other depositor members of the MHC St. Jxxxx as defined in the PlanPlan (“Other Members”). Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and and, when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given first to natural persons residing in (including trusts of natural persons) who are residents of St. Jxxxx, Minnesota or Watonwan County, Minnesota, and second to the State Company’s existing shareholders as of Maryland___________. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Wells Financial Corp)

The Offering. The Bank, in accordance with the plan its Amended and Restated Plan of conversion Reorganization and reorganization Minority Stock Issuance adopted by the its Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert reorganize from a Connecticut-chartered stock savings bank in the single tier mutual holding company form of organization to structure into a Connecticut-chartered stock savings bank in the stock two-tier mutual holding company form of organization (structure. Following the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary reorganization all of the Bank’s issued and outstanding capital stock will be held by the Company, . The Reorganization will be accomplished pursuant to Connecticut state law and the corporate existence of the MHC and OBA Bancorp will ceasefederal law. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 8,357,050 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 no par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30March 31, 2008 2003 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plansplans of the MHC, the Company and the Bank, including the employee stock ownership plan established by the Rockville Bank Employee Stock Ownership Plan (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ December 31, 2004 (“Supplemental Eligible Account Holders”), and (4) Other Members employees, officers and directors of Rockville Bank that do not qualify under priorities (1) or (3), and (5) corporators of the MHC as defined in the Planwho do not qualify under priorities (1), (3) or (4). Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and and, when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) conducted concurrently with or following the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing people who are residents of Hartford or Tolland Counties in the State of MarylandConnecticut. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged The parties hereto acknowledge that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions are referred to herein as the “Reorganization.” In December 2007addition, as part of the Reorganization, and subject to compliance with certain conditions as may be imposed by regulatory authorities, the Bank’s mutual predecessor reorganized into Company will contribute to the mutual holding company form of organization by forming newly created Rockville Bank Community Foundation, Inc. (the MHC. The MHC currently owns 100“Charitable Foundation”), shares equal to 4.4% of the total of the shares sold in the Offering and those contributed to the Charitable Foundation, or 2% of all shares issued and outstanding following the Offering. The shares contributed to the Charitable Foundation hereinafter being referred to as the “Charitable Foundation Shares.” The Common Shares offered for sale in the Offering and the Charitable Foundation Shares contributed to the Charitable Foundation will in the aggregate represent a minority ownership interest of 45% of the Company’s total outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the CompanyCommon Shares. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-121421) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12the State of Connecticut, Part 563b Department of the Code of Federal Regulations Banking Financial Institutional Division (the “Conversion RegulationsDepartment”), the MHC Company has filed with an Acquisition Statement and Application to Form a Mutual Holding Company Subsidiary Holding Company and Stock Issuance and Application to the Office Board of Thrift Supervision Governors of the Federal Reserve System (the OTSFRB”) an Application For Conversion on Form AC pursuant to Section 3(a)(1) and 3(a)(3) of the Bank Holding Company Act of 1956, as amended (collectively, the “Form ACReorganization Application”), including the Prospectus and the Conversion Reorganization Valuation Appraisal Report prepared by RP FinancialFinPro, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares Inc. (the “Appraisal”), ) and has filed such amendments thereto as may have been required by the OTSFRB, Department and, if applicable, the FDIC. The Form AC Reorganization Application has been approved by the OTS Department, the FRB and, if necessary, the FDIC and the related Prospectus has been authorized for use by the OTSDepartment and the Commission. In addition, the Company has filed with the OTS an Application H-(e)l-S FRB the Company’s bank holding company application (the “Holding Company Application”) to become a savings and loan registered holding company under the Home Owners’ Loan ActBank Holding Company Act of 1956, as amended (“HOLABHCA”) and the regulations promulgated thereunder (the "Control Act Regulations").

Appears in 1 contract

Samples: Agency Agreement (Rockville Financial Inc.)

The Offering. The Bank, in accordance with the plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Bank (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the following will occur: (1) the Bank will become a wholly owned subsidiary convert its charter to the federal stock savings bank charter, which authorizes the issuance of capital stock; (2) the Holding Company will purchase all of the Companycapital stock issued by the Bank in connection with its conversion from the mutual to stock form, and the corporate existence for at least 50% of the MHC net proceeds of the offering (the “Offering”); and OBA Bancorp (3) the Holding Company will ceaseissue shares of its common stock in the Offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 18,400,000 shares (subject to increase up to 4,628,750 21,160,000 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April November 30, 2008 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) but excluding the Bank’s 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of ___________ [ ], 2012 (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the State North Carolina Counties of MarylandBuncombe, Cleveland, Davidson, Gaston, Haywood, Henderson, Polk, Rockingham and Xxxxxxxxxx, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC Bank is a federal mutual holding company savings bank that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp legal existence of the Bank will cease to exist and not terminate but the Bank will be a wholly owned subsidiary continuation of the Companyentity of the mutual Bank and all property of the mutual Bank, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank. The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. __________333-178817) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part 563b 192 of the Code of Federal Regulations (the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision the Comptroller of the Currency (the “OTSOCC”) an Application For Conversion on Form AC (the “Form ACConversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP FinancialXxxxxxx Financial Advisors, LC.Inc., dated September __, 2009 2012 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSOCC. The Form AC Conversion Application has been approved by the OTS OCC and the related Prospectus has been authorized for use by the OTSOCC. In addition, the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application on Form H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (HomeTrust Bancshares, Inc.)

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert reorganize from a federally-chartered mutual savings bank into the mutual holding company form of organization to the stock holding company form of organization structure (the “ConversionReorganization”), and issue all of its issued and outstanding capital stock to the Company. In connection with The Reorganization will be accomplished pursuant to federal law and the Conversion, the Bank will become a wholly owned subsidiary rules and regulations of the Company, and Office of Thrift Supervision (the corporate existence of the MHC and OBA Bancorp will cease“OTS”). Pursuant to the Plan, the Company will offer and sell up to 4,025,000 776,250 shares (subject to increase up to 4,628,750 shares892,688) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30March 31, 2008 2005 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ June 30, 2006 (“Supplemental Eligible Account Holders”), and (4) Other Members other depositor members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State who are residents of MarylandXxxx County, Illinois. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, The Common Shares offered for sale in the Bank’s mutual predecessor reorganized into the mutual holding company form Offering will represent a minority ownership interest of organization by forming the MHC. The MHC currently owns 10045% of the Company‘s total outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the CompanyCommon Shares. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 SB-2 (File No. __________333- ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b 575 of the Code of Federal Regulations (the “Conversion Reorganization Regulations”), the MHC Bank has filed with the Office OTS a Form MHC-1 Notice of Thrift Supervision Mutual Holding Company Reorganization and a Form MHC-2 Application for Approval of a Minority Stock Issuance (by a Subsidiary of a Mutual Holding Company (collectively, the “OTS”) an Application For Conversion on Form AC (the “Form ACMHC-1/MHC-2 Application”), including the Prospectus and the Conversion Reorganization Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares . (the “Appraisal”), ) and has filed such amendments thereto as may have been required by the OTS. The Form AC MHC-l/MHC-2 Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S its application on Form H-(e)l (the “Holding Company Application”) to become a registered savings and loan holding company under the Home OwnersLoan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Ben Franklin Financial, Inc.)

The Offering. The Bank, in In accordance with the plan of conversion and reorganization as adopted by the Board of Directors of each of the OBA Parties, as amended Bank (the “Plan”), the Bank intends to convert from the current mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 2,070,000 shares (subject to increase up to 4,628,750 2,380,500 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April June 30, 2008 2013 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank is establishing in connection with the conversion (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”Holders (as defined in the Plan), and (4) Other Members of the MHC (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the State Community (as defined in the Plan), and thereafter to cover orders of Marylandother members of the general public. It is anticipated that shares any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders order received in the Community Offering or the Syndicated Community Offering. In December 2007connection with the Conversion, the Bank’s mutual predecessor reorganized into Bank filed with the mutual holding company form Office of organization the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by forming the MHCOCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the Securities and Exchange Commission Board of Governors of the Federal Reserve System (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTSFRB”) an Application For Conversion application on Form AC H-(e)1 (the “Form AC”)together with any other required ancillary applications and/or notices, including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a unitary savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) HOLA and the regulations promulgated thereunder (the “Control Act Regulations”).promulgated

Appears in 1 contract

Samples: Agency Agreement (MB Bancorp Inc)

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the "Plan"), intends to convert from the a federally chartered mutual holding company form savings bank to a federally chartered stock savings bank, and will issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) 1,520,875 of its common stockshares, $0.01 par value $.01 per share (the "Shares" or "Common Shares"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 1999 ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Company's Employee Stock Ownership Plan (the "ESOP"), (3) depositors of the Bank with Qualifying Deposits as of ___________ June 30, 2000 ("Supplemental Eligible Account Holders”), ") and (4) the Bank's Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a community offering (the "Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State residents of MarylandDearborn, Switzerland and Ohio Counties, Indiana. It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). In the event of a Syndicated Community Offering, the Agent shall assemble and manage a selling group of broker-dealers which are members of the National Association of Securities Dealers, Inc. ("NASD"), to participate in the solicitation of purchase orders for shares under a selected dealers' agreement in the form attached hereto as Exhibit A. It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Conversion." In December 2007connection with the Conversion, the Bank’s mutual predecessor reorganized into the mutual holding company form Company will issue an additional number of organization by forming the MHC. The MHC currently owns 100% Shares equal to two percent of the outstanding shares of OBA Bancorp. The MHC is Shares sold in the Offering to the PFS Community Foundation (the "Foundation"), a mutual holding company that has no stockholders and is controlled charitable foundation which will be formed to promote charitable activities, including community development activities, within the communities served by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares As a result of its stock the issuance of Common Stock to the public. Pursuant to Foundation the terms minimum number of Shares that will be outstanding following the Plan, upon completion of the Conversion will be 997,050 Shares, and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank maximum number of Shares that will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LCoutstanding will be 1,551,293 Shares., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: PFS Bancorp Inc

The Offering. The BankAssociation, in accordance with the and pursuant to its plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Association (the "Plan"), intends to convert be converted from the a federally chartered mutual holding company form savings association to a federally chartered stock savings association and will change its name to Peoples Community Bank and sell all of organization its issued and outstanding stock to the stock holding company form of organization (the “Conversion”)Holding Company. In connection These events along with the simultaneous issuance of common stock by the Holding Company are referred to as the "Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the ." The Holding Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share stock (the "Common Stock" or the "Shares” or “Common Shares”), ") in a subscription offering (the “"Subscription Offering") to (1) depositors of the Bank Association with Qualifying Deposits (as defined in the Plan) $50.00 or more on deposit as of April 30December 31, 2008 1996 ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank Association with Qualifying Deposits $50.00 or more on deposit as of ___________ March 31, 1998 ("Supplemental Eligible Account Holders”), ") and (43) Other Members deposit account holders of the MHC Association as defined in of a voting record date and borrowers of the PlanAssociation with loans outstanding as of February 25, 1998 which continue to be outstanding as of a voting record date ("Other Members"). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a direct community offering (the "Community Offering," and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offerings") conducted after the Subscription Offering”) , the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public (all such offerees being referred to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Maryland. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to aggregate as the “Offering”"Eligible Offerees"). It is acknowledged that the purchase of Shares in the Offering Subscription and Community Offerings is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, reject in whole or in part, part any orders subscriptions received from subscribers in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion Holding Company and the Offering, Association desire to retain Capital Resources to assist the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration its sale of the Shares under in the Securities Act of 1933 (the “1933 Act”)Subscription and Community Offerings and, and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed deemed necessary by the Company pursuant to Rule 424(b) or (c) of the rules Holding Company, in a syndicated community offering. By and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effectivethrough this Agreement, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus Holding Company and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding Association confirm the estimated pro forma value retention of Capital Resources to assist the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS Holding Company and the related Prospectus has been authorized for use by Association during the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings Subscription and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)Community Offerings.

Appears in 1 contract

Samples: PCB Holding Co

The Offering. The Bank, in In accordance with the a plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Bank (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 [1,012,000] shares (subject to increase up to 4,628,750 [1,163,800] shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common SharesStock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April September 30, 2008 2011 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), ) (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”Holders (as defined in the Plan), ; and (4) Other Members of the MHC (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the State Community (as defined in the Plan), and thereafter to cover orders of Marylandother members of the general public. It is anticipated that shares any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In December 2007connection with the Conversion, the Bank’s mutual predecessor reorganized into Bank filed with the mutual FDIC and the Wisconsin Department of Financial Institutions, Division of Banking (the “DFI”) an application for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FDIC and the DFI. The Holding Company has also filed with the Board of Governors of the Federal Reserve System (“FRB”) an application on Form FRY-3 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a bank holding company form under the Bank Holding Company Act of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan1956, upon completion of the Conversion as amended (“BHCA”) and the Offeringregulations promulgated thereunder. In addition, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-189668) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Home Bancorp Wisconsin, Inc.)

The Offering. The Bank, in accordance with the and pursuant to its plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Bank (the "Plan"), intends to convert be converted from the a federally-chartered mutual holding company form savings bank to a federally-chartered stock savings bank and will sell all of organization its issued and outstanding stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the The Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share stock (the “Shares” or “"Common Shares”), Stock") in a subscription offering (the “"Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 1995 ("Eligible Account Holders"), (2) the Bank’s tax-tax qualified employee benefit plans, including plans of the employee stock ownership plan established by the Bank (the “ESOP”)Bank, (3) depositors of the Bank with Qualifying Deposits as of ___________ March 31, 1997 ("Supplemental Eligible Account Holders”), ") and (4) Other Members certain other deposit account holders of the MHC as defined in Bank ("Other Members"), pursuant to rights to subscribe for shares of Common Stock (the Plan"Shares"). Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community public offering (the “Community "Public Offering," and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Public Offerings") conducted after the Subscription Offering”) , the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public (all such offerees being referred to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Maryland. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to aggregate as the “Offering”"Eligible Offerees"). It is acknowledged that the purchase of Shares in the Offering Subscription and Public Offerings is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, reject in whole or in part, part any orders subscriptions received from subscribers in the Community Offering or Syndicated Community Public Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist Company and the Bank will be a wholly owned subsidiary of desire to retain Capital Resources to assist the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration its sale of the Shares under in the Securities Act of 1933 (the “1933 Act”), Subscription and has filed such amendments thereof Public Offerings. By and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In additionthrough this Agreement, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (Bank confirm the “Control Act Regulations”)retention of Capital Resources to assist the Company and the Bank during the Subscription and Public Offerings.

Appears in 1 contract

Samples: Agency Agreement (GSB Financial Corp)

The Offering. The Bank, in accordance with the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the OBA Parties, as amended Madison Parties (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 3,737,500 shares (subject to increase up to 4,628,750 4,298,125 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of ___________ June 30, 2012 (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State Nebraska Counties of MarylandCedar, Boone, Knox, Madison and Xxxxxx, and next to cover orders of other persons residing in the Community, and thereafter to cover orders of other members of the general public. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorpthe Mid-Tier. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp The Mid-Tier currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp , The Mid-Tier has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp the Mid-Tier will cease to exist and the Bank will be a wholly owned subsidiary of the Holding Company. The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. __________333-181070) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part 563b 239 of the Code of Federal Regulations (the “Conversion Regulations”), the MHC Bank has filed with the Office Board of Thrift Supervision Governors of the Federal Reserve (the “OTSFRB”) an Application For Conversion on Form AC (the “Form ACConversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, Financial LC., dated September __March 31, 2009 2012 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSFRB. The Form AC Conversion Application has been approved by the OTS FRB and the related Prospectus has been authorized for use by the OTSFRB. In addition, the Holding Company has filed with the OTS FRB an Application on Form H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Madison County Financial, Inc.)

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert from the a Washington state-chartered mutual holding company form of organization savings bank to the a Washington state-chartered stock holding company form of organization savings bank (the “Conversion”), and issue all of its issued and outstanding capital stock to the Company. In connection with The Conversion will be accomplished pursuant to Washington state law and federal law and the Conversion, the Bank will become a wholly owned subsidiary rules and regulations of the Company, Washington Department of Financial Institutions (“WDFI”) and the corporate existence of the MHC and OBA Bancorp will ceaseFDIC. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 [Max Shares] shares (subject to increase up to 4,628,750 [S-Max Shares] shares) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April June 30, 2008 2007 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of _______ ___, 200__ (“Supplemental Eligible Account Holders”), and (4) Other Members other depositor of the MHC Bank as defined in the Planof _______ ___, 200__. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State who are residents of MarylandClallam, King, Kitsup, Xxxxxx and Snohomish Counties, Washington. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __333-________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b the regulations of the Code of Federal Regulations WDFI and the FDIC (the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision (WDFI and the “OTS”) FDIC an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares . (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSWDFI and the FDIC. The Form AC has been approved by received the OTS approval of the WDFI and the non-objection of the FDIC and the related Prospectus has been authorized for use by the OTSWDFI and the FDIC. In addition, the Company has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application H-(e)l-S FR Y-3 Application (the “Holding Company Application”) to become a savings and loan bank holding company under the Home Owners’ Loan Act, as amended Bank Holding Company Act of 1956 (the HOLABHCA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (1st Security Bancorp Inc)

The Offering. The Bank, in accordance with the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the OBA Parties, as amended Meetinghouse Parties (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 575,000 shares (subject to increase up to 4,628,750 661,250 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 2010 (“Eligible Account Holders”), (2) depositors of the Bank with Qualifying Deposits as of December 31, 2011 (“Supplemental Eligible Account Holders”), (3) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”), and (4) each Officer, Employee or Director who is not an Eligible Account Holder or Supplemental Eligible Account Holder “Other Members of the MHC as defined in the PlanEligible Subscribers”). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State Massachusetts communities of MarylandDorchester and Xxxxxx, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-180026) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual co-operative banks to stock form (including, Part 563b without limitation, Chapter 170 of the Massachusetts General Laws and Chapter 33 of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the Bank has filed with the Massachusetts Commissioner of Banks (the “Commissioner”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the Bank’s Notice and Information Statement for a Special Meeting of its Depositors relating to the Conversion (the “Information Statement”), the Pro Forma Valuation Report prepared by RP Financial, LC. (the “Appraisal”) and the Prospectus. In accordance with the rules and regulations of the Federal Regulations Deposit Insurance Corporation (the “FDIC”) governing the conversion of state chartered co-operative banks to stock form (including, without limitation, 12 C.F.R. Part 303, Subpart I and 12 C.F.R. 333.4), as amended (the “FDIC Regulations”, and together with the Massachusetts Conversion Regulations, the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision FDIC a notice and application for conversion (such notice and application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “OTSFDIC Conversion Application) an Application For , and together with the Massachusetts Conversion on Form AC (Application, the “Form ACConversion Applications”), including copies of the Prospectus Information Statement, the Appraisal and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSProspectus. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application H-(e)l-S application on Form FRY-3 for approval, pursuant to Section 3(a)(1) of the Bank Holding Company Act of 1956, as amended (the “FRB Regulations”), for the Holding Company to become a bank holding company with respect to the Bank (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Meetinghouse Bancorp, Inc.)

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended Bank (the "Plan"), intends to convert from the a federally chartered mutual holding company form savings bank to a federally chartered stock savings bank, and to issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 17,853,750 shares (subject to increase up to 4,628,750 shares) of its common stock, par value $0.01 par value per share (the "Shares" or "Common Shares”Stock"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) savings accounts of $50 or more as of April 30the close of business on January 31, 2008 1996 ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Company's Employee Stock Ownership Plan (the “"ESOP"), (3) depositors of the Bank with Qualifying Deposits savings accounts of $50 or more as of March 21, 1998 ("Supplemental Eligible Account Holders") and (4) depositors and certain borrowers of the Bank as of the Voting Record Date, ___________ ___, 1998 (“Supplemental Eligible Account Holders”"Other Members"), and (4v) Other Members certain officers, directors and employees of the MHC as defined in the PlanBank. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a direct community offering (the "Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first ("Other Subscribers") (all such offerees being referred to natural persons residing in the State of Marylandaggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through by a selected selling group of broker-dealers agreement managed by Xxxx (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Conversion." In addition, on December 200729, 1997, the Bank’s mutual predecessor reorganized Bank entered into an Agreement and Plan of Merger (the "Merger Agreement") with SuburbFed Financial Corp., a Delaware corporation ("SFC"), pursuant to which SFC will be merged with and into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the publicCompany. Pursuant to the terms of the PlanMerger Agreement, upon completion consummation of the Conversion merger of SFC with and into the OfferingCompany (the "Merger"), each share of SFC common stock, par value $0.01 per share (the "SFC Common Stock"), will be converted into the right to receive shares of Company Common Stock with a value of $36.00, or 3.6 shares based on the Purchase Price of $10.00. It is anticipated that, based on the number of outstanding shares of SFC Common Stock as of December 31, 1997, the MHC and OBA Bancorp Merger will cease result in an aggregate of 4,556,451 shares of Common Stock being issued in exchange for shares of SFC Common Stock and, in the event all previously granted options to exist and the Bank will acquire SFC Common Stock were exercised, up to 5,507,424 shares of Common Stock could be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission issued in exchange for SFC Common Stock (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”"Exchange Shares").

Appears in 1 contract

Samples: Agency Agreement (CFS Bancorp Inc)

The Offering. The Bank, in In accordance with the a plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended (the “Plan” or “Plan of Conversion”), intends to convert from adopted by the mutual holding company form Boards of organization to Directors of the stock holding company form of organization (Company and the “Conversion”). In connection with the ConversionBank, the Bank will become convert from the federal mutual savings structure to a wholly owned subsidiary capital stock structure. As part of the CompanyPlan, and the corporate existence following steps will be effectuated: (a) the Bank will convert its charter to a federal stock savings association charter; (b) the Company will purchase all of the MHC capital stock issued by the Bank in connection with its conversion; and OBA Bancorp (c) the Company will ceaseoffer for sale its common stock, par value of $0.01 per share, (the “Shares”) in the Offering (as defined herein). Pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) 3,910,000 of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to to: (1) depositors of the Bank with Qualifying Deposits (Deposits, as defined in the Plan) , as of April 30February 28, 2008 2010 (“Eligible Account Holders”), ; (2) the Bank’s tax-qualified employee benefit plans, including Employee Plans (as defined in the employee stock ownership plan established by the Bank (the “ESOP”Plan), ; (3) depositors of the Bank with Qualifying Deposits Deposits, as defined in the Plan, as of ___________ March 31, 2011 (“Supplemental Eligible Account Holders”), ; and (4) any Other Members of the MHC Member, as defined in the Plan, who is not an Eligible Account Holder or a Supplemental Eligible Account Holder on [the VOTING RECORD DATE]. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a community offering (the “Community Offering,” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) that may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the State of MarylandIroquois and Xxxxxxxxxx Counties in Illinois. It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the minimum and maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” Pursuant to the Plan, the Bank’s mutual predecessor reorganized into Company and the mutual holding company form Bank intend to donate cash and/or Shares in an aggregate amount of organization by forming the MHC. The MHC currently owns 100up to 8% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% value of the outstanding shares of common stock of Shares sold in the Bank. OBA Bancorp has not issued shares of its stock Offering to a charitable foundation the public. Pursuant Company intends to the terms of the Plan, upon completion of establish in connection with the Conversion and (the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company“Foundation”). The Company has filed with the United States Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. __________333-172843) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part 563b the rules and regulations of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC governing federal mutual-to-stock conversions (collectively, the “Form ACConversion Regulations”), including the Prospectus and Bank filed an Application for Conversion with the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”)OTS, and has filed such amendments thereto and supplementary materials as may have been required by to the OTS. The Form AC has been approved date hereof and amendments thereto as required by the OTS and (the related Prospectus has been authorized for use by the OTS“Conversion Application”). In addition, the The Company also has filed with the OTS an Application H-(e)lH-(e)1-S Application (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (by the “Control Act Regulations”)OTS.

Appears in 1 contract

Samples: Agency Agreement (If Bancorp, Inc.)

The Offering. The Bank, in accordance with the plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Bank (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the following will occur: (1) the Bank will become a wholly owned subsidiary convert its charter to the federal stock savings and loan association charter, which authorizes the issuance of capital stock; (2)the Holding Company will purchase all of the Companycapital stock issued by the Bank in connection with its conversion from the mutual to stock form, and the corporate existence for at least 50% of the MHC net proceeds of the offering; and OBA Bancorp (3) the Holding Company will ceaseissue the common stock in the offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 2,760,000 shares (subject to increase up to 4,628,750 3,174,000 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April September 30, 2008 2009 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ , 2011 (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State Kentucky Counties of MarylandXxxx, Greenup and Xxxxxxxx, and next to cover orders of other persons residing in the Community, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC Bank is a federal mutual holding company savings and loan association that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp legal existence of the Bank will cease to exist and not terminate but the Bank will be a wholly owned subsidiary continuation of the Companyentity of the mutual Bank and all property of the mutual Bank, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-172192) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __April 1, 2009 2011 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Holding Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Poage Bankshares, Inc.)

The Offering. The Bank, in In accordance with the a plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Bank (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 [1,086,750] shares (subject to increase up to 4,628,750 [1,249,763] shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common SharesStock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April September 30, 2008 2011 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), ) (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”Holders (as defined in the Plan), ; and (4) Other Members of the MHC (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the State Community (as defined in the Plan), and thereafter to cover orders of Marylandother members of the general public. It is anticipated that shares any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In December 2007connection with the Conversion, the Bank’s mutual predecessor reorganized into Bank filed with the mutual FDIC and the Wisconsin Department of Financial Institutions, Division of Banking (the “DFI”) an application for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FDIC and the DFI. The Holding Company has also filed with the Board of Governors of the Federal Reserve System (“FRB”) an application on Form FRY-3 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a bank holding company form under the Bank Holding Company Act of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan1956, upon completion of the Conversion as amended (“BHCA”) and the Offeringregulations promulgated thereunder. In addition, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-[ ]) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Home Bancorp Wisconsin, Inc.)

The Offering. The Bank, in accordance with the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the OBA Parties, as amended 1st Security Parties (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with The Conversion will be accomplished pursuant to Washington state law and federal law and the Conversion, the Bank will become a wholly owned subsidiary rules and regulations of the Company, Washington Department of Financial Institutions (“WDFI”) and the corporate existence of the MHC and OBA Bancorp will ceaseFederal Deposit Insurance Corporation (“FDIC”). Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 2,817,500 shares (subject to increase up to 4,628,750 3,240,125 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April June 30, 2008 2007 (“Eligible Account Holders”), (2) the BankHolding Company’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of ___________ ____, 2011 (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State Washington Counties of MarylandKing, Kitsup, Xxxxxx and Snohomish, and next to cover orders of other persons residing in the Community, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (FS Bancorp, Inc.)

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended Bank (the "Plan"), intends to convert from the a state chartered mutual holding company form savings bank to a state chartered stock savings bank, and to issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 6,936,513 shares (subject to increase up to 4,628,750 shares) of its common stock, par value $0.01 par value per share (the "Shares" or "Common Shares”Stock"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) savings accounts of $50 or more as of April 30July 31, 2008 1996 ("Eligible Account Holders"), (2) the Company's and Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank 's Employee Stock Ownership Plan (the “"ESOP"), (3) depositors of the Bank with Qualifying Deposits savings accounts of $50 or more as of ____December 31, 1997 ("Supplemental Eligible Account Holders") and (4) depositors of the Bank as of the Voting Record Date, _______ __, 1998 (“Supplemental Eligible Account Holders”"Other Members"), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a direct community offering (the "Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given first to natural persons residing and trusts of natural persons who are permanent residents of Kaxx, Cook and McXxxxx Xounties of Illinois (the "Local Community") ("Other Subscribers") (all such offerees being referred to in the State of Marylandaggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through by a selected selling group of broker-dealers agreement managed by Wexx (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Conversion." In December 2007, connection with the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders Conversion and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant pursuant to the terms of the PlanPlan as described in the Prospectus, upon completion immediately following the consummation of the Conversion and Conversion, subject to the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary approval of the Company. The Company has filed members of Bank and compliance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses certain conditions as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated be imposed by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In additionregulatory authorities, the Company has filed with will contribute newly issued Common Stock equal to 8% of such Shares sold in the OTS an Application H-(e)l-S Conversion to the Elgin Financial Foundation (the “Holding Company Application”"Foundation") such shares hereinafter being referred to become a savings and loan holding company under as the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”"Foundation Shares").

Appears in 1 contract

Samples: Agency Agreement (Efc Bancorp Inc)

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the "Plan"), intends to convert from the a federally chartered mutual holding company form savings bank to a federally chartered stock savings bank, and will issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 828,000 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 no par value per share (the "Shares" or "Common Shares”Stock"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the PlanBank's Plan of Conversion) as of April June 30, 2008 1995 ("Eligible Account Holders"), (2) the Bank’s 's tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank plans (the “ESOP”"TQEPs"), (3) depositors of the Bank with Qualifying Deposits as of ___________ September 30, 1996 ("Supplemental Eligible Account Holders"), and (4) the Bank's Other Eligible Members of the MHC (as defined in the PlanBank's Plan of Conversion) and (5) employees, officers and directors of the Bank. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a community offering (the "Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is 2 delivered with a preference given first ("Other Subscribers") (all such offerees being referred to natural persons residing in the State of Marylandaggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC"Conversion., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)."

Appears in 1 contract

Samples: Agency Agreement (Home City Financial Corp)

The Offering. The Bank, in accordance with the plan Plan of conversion and reorganization adopted by the Board Conversion of Directors of each of the OBA PartiesNew Buffalo Savings Bank, as amended dated May 28, 2015 (the “Plan”), intends to convert from the mutual to stock form and to reorganize into a holding company form structure as a wholly owned subsidiary of organization to the stock holding company form of organization Company (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common SharesStock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) $50.00 or more on deposit as of April 30the close of business on March 31, 2008 2014 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including plans of the employee stock ownership plan established by the Bank (the “ESOP”)Bank, (3) depositors of the Bank with Qualifying Deposits $50.00 or more on deposit as of ___________ the close of business on , 2015 (“Supplemental Eligible Account Holders”), and (4) Other Members other eligible depositors of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed partiesclose of business on , 2015 and eligible borrowers of the Bank as of December 31, 1989 who maintain such borrowings as of the close of business on , 2015 (“Other Members”). The Company may offer for sale Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given first to natural persons and trusts of natural persons residing in Berrien County, Michigan. In the State of Marylandevent a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. It is anticipated that shares Depending on market conditions, Shares available for sale but not subscribed for in the Subscription and Offering or purchased in the Community Offering may may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant to the Plan, the Company is offering a minimum of 595,000 shares and a maximum of 805,000 shares (subject to an increase up to 925,750 shares) of Common Stock (the “Shares”), in the Subscription Offering, and, if necessary, in the Community Offering and and/or the Syndicated Community Offering are collectively referred to as (collectively, the “Offering”). It is acknowledged that Upon completion of the purchase of Shares in the Offering is subject Offering, pursuant to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of held by the Company. The Company has filed with will sell the Securities and Exchange Commission Shares in the Offering at $10.00 per share (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration StatementPurchase Price”), containing a prospectus relating to . If the Offering, for the registration number of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file offered is increased or decreased in accordance with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effectivePlan, the term “ProspectusShares” shall refer to the prospectus filed pursuant to Rule 424(b) mean such greater or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Actlesser number, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)applicable.

Appears in 1 contract

Samples: Agency Agreement (New Bancorp, Inc.)

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of (as amended, the OBA Parties, as amended (the “"Plan"), intends to convert from the an Indiana chartered mutual holding company form savings bank to an Indiana chartered stock savings bank, and issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 1,653,125 shares (subject to increase up to 4,628,750 shares) of its common stockshares, $0.01 without par value per share (the "Shares" or "Common Shares"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 2002 ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Mutual Savings Bank Employee Stock Ownership Plan (the "ESOP"), (3) depositors of the Bank with Qualifying Deposits as of ___________ March 31, 2004 ("Supplemental Eligible Account Holders”), ") and (4) the Bank's Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the "Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons people residing in the State of MarylandXxxxxxx County, Indiana. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC"Conversion., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)."

Appears in 1 contract

Samples: Third Century Bancorp

The Offering. The Bank, in In accordance with a Plan of Conversion (the plan “Plan” or “Plan of conversion and reorganization Conversion”) adopted by the Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the ConversionBank, the Bank will become convert from a wholly owned subsidiary federally-chartered mutual savings association to a public stock holding company structure and will sell 100% of its issued and outstanding shares of common stock to the Company. In addition, pursuant to the Plan, and the Company will offer and sell 10,350,000 shares (subject to an increase up to 11,902,500 shares in the event of an over subscription) of the Company’s Common Stock, and par value $0.01 per share (the corporate existence “Common Stock”). The shares of the MHC and OBA Bancorp will cease. Common Stock to be sold by the Company are hereinafter called the “Shares.” Pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) 10,350,000 of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”)Stock, in a subscription offering (the “Subscription Offering”) to to: (1) depositors of the Bank with Qualifying Deposits (Deposits, as defined in the Plan) , as of April 30February 28, 2008 2006 (“Eligible Account Holders”), ; (2) the Bank’s taxTax-qualified employee benefit plans, including the employee stock ownership plan established by Qualified Employee Stock Benefit Plans of the Bank or the Company (as defined in the “ESOP”Plan), ; (3) depositors of the Bank with Qualifying Deposits as of ___________ [ • ], 2007 (“Supplemental Eligible Account Holders”), ; and (4) Other Members of the MHC Members, as defined in the PlanPlan (“Other Members”). The Common Stock to be sold by the Company in the Offering (as defined below) is hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a direct community offering (the “Community Offering,” or “Direct Community Offering,” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) which may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State Bank’s Community Reinvestment Act assessment area, which consists of Marylandthe New York counties of Onondaga, Madison, Oneida and Oswego, the Tennessee counties of Coffee, Dekalb, Xxxxxx, Xxxxxx, Xxxxxxxxxx and White, the Texas counties of Xxxxx, Xxxx and Cherokee and the Massachusetts county of Middlesex (“Preferred Subscribers”). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the minimum and maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions described in this Section 1 are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. “Conversion.” The Company has filed with the United States Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. ____333-______) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part Parts 575 and 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has Bank filed with the Office of Thrift Supervision (the “OTS”) OTS an Application For for Approval of Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto and supplementary materials as may have been required by to the OTS. The Form AC has been approved date hereof and amendments thereto as required by the OTS and (the related Prospectus has been authorized for use by the OTS“Conversion Application”). In addition, the The Company has also filed with the OTS an Application H-(e)l-S application for approval to acquire the Bank and to become a registered savings and loan holding company on Form H-(e)-1 (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan ActAct of 1933, as amended (“HOLA”) amended, and the regulations promulgated thereunder (the “Control Act RegulationsHOLA”).

Appears in 1 contract

Samples: Agency Agreement (Beacon Federal Bancorp, Inc.)

The Offering. The BankCompany, in accordance with the a plan of conversion and reorganization stock issuance adopted by the Board of Directors of each of the OBA PartiesDirectors, as amended (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company ) will offer and sell up to 4,025,000 7,848,750 shares (subject to increase up to 4,628,750 shares9,026,063) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April November 30, 2008 2003 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ March 31, 2005 (“Supplemental Eligible Account Holders”), and (4) the Bank’s Other Members of the MHC Depositors as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State who are residents of MarylandHampden and Hampshire Counties, Massachusetts. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, The Common Shares offered for sale in the Bank’s mutual predecessor reorganized into the mutual holding company form Offering will represent a minority ownership interest of organization by forming the MHC. The MHC currently owns 10044.6% of the Company’s total outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the CompanyCommon Shares. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333- ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, 12 C.F.R. Part 563b of the Code of Federal Regulations 575 (the “Conversion Reorganization Regulations”), the MHC Company has filed with the Office OTS a Form MHC-2 Application for Approval of Thrift Supervision a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the OTS”) an Application For Conversion on Form AC (the “Form ACMHC-2 Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares . (the “Appraisal”), ) and has filed such amendments thereto as may have been required by the OTS. The Form AC has MHC-2 Application have been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (United Financial Bancorp Inc)

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the "Plan"), intends to convert reorganize from an Ohio-chartered mutual savings and loan association into the mutual holding company form structure (the "Reorganization"), and issue all of organization its issued and outstanding capital stock to the stock holding company form Company. The Reorganization will be accomplished pursuant to Ohio state law, federal law and the rules and regulations of organization the Office of Thrift Supervision (the “Conversion”"OTS"). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 _________ shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 .01 par value per share (the "Shares" or "Common Shares"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30, 2008 ______________ ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Cheviot Savings Bank Employee Stock Ownership Plan (the "ESOP"), (3) depositors of the Bank with Qualifying Deposits as of __________________ ("Supplemental Eligible Account Holders”), ") and (4) the Bank's Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the "Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State people who are residents of MarylandHamilton County, Ohio. It is anticipated that shares not subscribed for in the fox xx xxx Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Reorganization." In December 2007addition, as part of the Reorganization, and subject to compliance with certain conditions as may be imposed by regulatory authorities, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not Company will contribute 75,000 newly issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist Common Stock and the Bank will be contribute $750,000 in cash to the Cheviot Savings Bank Charitable Foundation (the "Charitable Foundation"), the shares contributed to the Charitable Foundation hereinafter being referred to as the "Charitable Foundation Shares." The Common Shares offered for sale in the Offering and the Charitable Foundation Shares will represent a wholly owned subsidiary minority ownership interest of 45% of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration 's total outstanding shares of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LCCommon Shares., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Cheviot Financial Corp)

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization savings bank to the a federal stock holding company form of organization savings bank (the “Conversion”), and issue all of its issued and outstanding capital stock to the Company. In connection with The Conversion will be accomplished pursuant to federal law and the Conversion, the Bank will become a wholly owned subsidiary rules and regulations of the Company, and Office of Thrift Supervision (the corporate existence of the MHC and OBA Bancorp will cease“OTS”). Pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30March 31, 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ September 30, 2009 (“Supplemental Eligible Account Holders”), and (4) Other Members other depositor and borrower members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing who are residents of Blount, Bradley, Hamilton, Knox, Loudon, McMinn, Xxxxx, Xxxxxx and Polk Counties in the State of MarylandTennessee. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, connection with the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders Conversion and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant pursuant to the terms of the PlanPlan as described in the Prospectus, upon completion immediately following the consummation of the Conversion Conversion, subject to the approval of the Bank’s depositors and the Offeringcompliance with certain conditions as may be imposed by regulatory authorities, the MHC Company will contribute $100,000 and OBA Bancorp will cease 100,000 shares of Common Stock to exist and the Bank will be a wholly owned subsidiary of Athens Federal Foundation (the Company“Foundation”) such shares hereinafter being referred to as the (“Foundation Shares”). The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333- ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision (the “OTS”) OTS an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP FinancialXxxxxx & Company, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares Inc. (the “Appraisal”), ) and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an its Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Athens Bancshares Corp

The Offering. The BankMHC, in accordance with the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the OBA Parties, as amended Blue Hills Parties (the “Plan”), intends to convert from the current mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 24,150,000 shares (subject to increase up to 4,628,750 27,772,500 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30February 28, 2008 2013 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), and (3) depositors employees, officers, directors, trustees and corporators of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”)Bank, the Mid-Tier and (4) Other Members of the MHC as defined in the Planwho do not have a higher priority to purchase stock. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a direct community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the State local community as defined in the Plan, and thereafter to cover orders of Marylandother members of the general public. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) or to certain members of the general public in a firm commitment underwritten offering (the “Underwritten Offering”) with the Agent acting as sole book-running manager (the Underwritten Offering, Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders order received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-194486) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual holding companies to stock holding companies (including, Part 563b without limitation, Chapter 167H of the Massachusetts General Laws and Chapter 33, Subpart D of the Code of Federal Regulations Massachusetts Regulations), as from time to time amended or supplemented (the “Conversion Massachusetts Regulations”), the MHC has filed the Plan with the Office Massachusetts Division of Thrift Supervision Banks (the “OTSDivision”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto and supplementary materials as may have been required by to the OTS. The Form AC has been approved by date hereof (such application, as amended to date, if applicable, and as subsequently amended, if applicable, is hereinafter referred to as the OTS “Massachusetts Conversion Application”), including copies of the MHC’s Notice and Information Statement for a Special Meeting of its Corporators relating to the Conversion (the “Information Statement”), the Appraisal, and the related Prospectus has been authorized for use by the OTSProspectus. In addition, the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application H-(e)l-S to Become a Bank Holding Company and/or Acquire an Additional Bank or Bank Holding Company on Form FR Y-3 (the “Holding Company Application”) to become a savings and loan bank holding company under Section 3 of the Home Owners’ Loan ActBank Holding Company Act of 1956, as amended (the HOLABHCA) ), as in effect at the time and the regulations promulgated thereunder (FRB has approved the Holding Company Application. The Massachusetts Conversion Application and the Holding Company Application are collectively referred to herein as the “Control Act RegulationsApplications).

Appears in 1 contract

Samples: Agency Agreement (Blue Hills Bancorp, Inc.)

The Offering. The BankMHC, in accordance with the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the OBA Parties, as amended Sugar Creek Parties (the “Plan”), intends to convert from the federal mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 616,072 shares (subject to increase up to 4,628,750 708,483 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April September 30, 2008 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ December 31, 2013 (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the State counties of MarylandClinton, Madison and St. Clair in Illinois, and next to cover orders of the public shareholders of the Mid-Tier as of [VOTING RECORD DATE], and thereafter to cover orders of other members of the general public. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. The Bank was originally founded in 1889. In December 2007, the Bank’s mutual predecessor reorganized into Bank converted to a stock form and became a wholly-owned subsidiary of the Mid-Tier as part of a mutual holding company form of organization by forming the MHCreorganization and stock issuance. The MHC currently owns 10055.7% of the outstanding shares of OBA Bancorpthe Mid-Tier. The MHC is a mutual holding company that has no stockholders shareholders and is controlled by its members. OBA Bancorp The Mid-Tier currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares The Mid-Tier sold 44.3% of its stock outstanding shares to the publicpublic shareholders as part of its reorganization. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp the Mid-Tier will cease to exist and the Bank will be a wholly owned subsidiary of the Holding Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-192700) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b 192 of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office Board of Thrift Supervision Governors of the Federal Reserve System (the “OTSFRB”) an Application For Approval of Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC.L.C., dated September __, 2009 [ 2013] and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSfederal regulators. The Form AC has been approved by the OTS FRB and any other appropriate regulator, and the related Prospectus has been authorized for use by the OTSFRB. In addition, the Holding Company has filed with the OTS FRB an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under Section 10 of the Home Owners’ Loan Act, as amended (“HOLA”) ), as in effect at the time and the regulations promulgated thereunder (FRB has approved the “Control Act Regulations”)Holding Company Application.

Appears in 1 contract

Samples: Agency Agreement (Sugar Creek Financial Corp./Md/)

The Offering. The Bank, in accordance with the its plan of ------------ conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the "Plan"), intends to convert from the a federally chartered mutual holding company form savings bank to a federally chartered stock savings bank, and will issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) _____________________ of its common stockshares, $0.01 .01 par value per share (the "Shares" or "Common Shares"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April [June 30, 2008 1998] ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Security Financial Bancorp Employee Stock Ownership Plan (the "ESOP"), (3) depositors of the Bank with Qualifying Deposits as of ___________ September 30, 1999 ("Supplemental Eligible Account Holders”), ") and (4) the Bank's Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a community offering (the "Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State residents of MarylandLake and Xxxxxx Counties, Indiana. It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC"Conversion., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)."

Appears in 1 contract

Samples: Agency Agreement (Security Financial Bancorp Inc)

The Offering. The BankMHC, in accordance with the plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Harvard Parties, [as amended amended] (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp Harvard Financial will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 1,092,500 shares (subject to increase up to 4,628,750 1,256,375 shares) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April June 30, 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ [SUPPLEMENTAL DATE] (“Supplemental Eligible Account Holders”), and (4) Other Members other members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the counties of McHenry and Grundy in the State of MarylandIllinois. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007October 2005, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA BancorpHarvard Financial. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp Harvard Financial currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp Harvard Financial has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp Harvard Financial will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-161931) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __August 28, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”). The Bank has filed an Application with the Director (the “Director”) of the Division of Banking of the Illinois Department of Financial and Professional Regulation (the “Division”), including the Prospectus, exhibits, and all amendments and supplements required to be filed with respect thereto to the date hereof (as so amended and supplemented, the “Division Application”) for approval of the Conversion and with the FDIC under the Bank Merger Act (the “FDIC Application”). The Division Application and the FDIC Application include, among other things, the Plan and the MHC’s proxy statement (the “Proxy Statement”) for the special meeting of the MHC’s members to approve the Plan to be held on , 2010 (the “Special Meeting”) and the Prospectus.

Appears in 1 contract

Samples: Agency Agreement (Harvard Illinois Bancorp, Inc.)

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Bank (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 2,530,000 shares (subject to increase up to 4,628,750 2,909,500 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30October 31, 2008 2009 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ March 31, 2011 (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the State of MarylandJefferson, Orleans and St. Tammany Parishes, Louisiana. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-172659) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision (the “OTS,” which term shall include any successor agency thereto) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC.LC dated February 25, dated September __, 2009 2011 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Form of Agency Agreement (State Investors Bancorp, Inc.)

The Offering. The BankAssociation, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the "Plan"), intends to convert from the a federally chartered mutual holding company form savings bank to a federally chartered stock savings association, and to issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 2,254,000 shares (subject to increase up to 4,628,750 shares) of its common stock, par value $0.01 par value per share (the "Shares" or "Common Shares”Stock"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank Association with Qualifying Deposits (as defined in the Plan) savings accounts as of April 30March 31, 2008 1995 ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Association's Employee Stock Ownership Plan (the “"ESOP"), (3) depositors of the Bank Association with Qualifying Deposits savings accounts as of September 30, 1996 ("Supplemental Eligible Account Holders") and (4) depositors of the Association (other than Eligible Account Holders and Supplemental Eligible Account Holders) [AND CERTAIN BORROWERS OF THE BANK] as of ___________ , 1996 (“Supplemental Eligible Account Holders”"Other Members"), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a community offering (the "Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given first to natural persons residing who are permanent residents of Park, Gallatin and Sweet Grass Counties of Montana (the "Local Community") ("Other Subscribers") (all such offerees being referred to in the State of Marylandaggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Association may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. "Conversion." The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (File No. ___33-_______) (the "Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the "1933 Act"), and has filed such amendments thereof thereof, if any, and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, 12 C.F.R. Part 563b of the Code of Federal Regulations (the "Conversion Regulations"), the MHC Bank has filed with the Office of Thrift Supervision (the "OTS") an Application For for Conversion on Form AC (the “Form AC”"Conversion Application"), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”)prospectus, and has filed such amendments thereto thereto, if any, as may have been required by the OTS. The Form AC Conversion Application has been approved [APPROVED] by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)lH- (e)1-S (the "Holding Company Application") to become a registered savings and loan holding company under Section 10 of the Home Owners' Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”"SLHCA"), which has been [APPROVED].

Appears in 1 contract

Samples: Empire Federal Bancorp Inc

The Offering. The BankAssociation, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended Association (the "Plan"), intends to convert from the a federally chartered mutual holding company form savings association and to simultaneously merge with and into First Federal Savings and Loan Association of organization to the stock holding company form of organization Independence, ("First Federal") a Federal savings and loan association (the "Merger Conversion"). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares Association's plan of merger conversion (subject to increase up to 4,628,750 shares) "Plan of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”Merger Conversion"), non-transferable rights to subscribe ("Subscription Rights") for the Company's common stock ("Shares" or "Common Stock") have been given, in a subscription offering (the “Subscription Offering”) to order of priority, to: (1) depositors Eligible Account Holders (deposit account holders of the Bank with Qualifying Deposits (as defined in the Plan) Association as of April December 31, 1996); (2) Tax-Qualified Employee Plans; (3) Supplemental Eligible Account Holders (deposit account holders of the Association as of June 30, 2008 1998); (4) members of the Association, other than Eligible Account Holders and Supplemental Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ________ ____ , 1998, the voting record date for the Special Meeting (“Supplemental Eligible Account Holders”"Other Members"); and (5) officers, directors and employees of the Association (the "Subscription and Community Offering"). Concurrently, and (4) Other Members of the MHC as defined in the Plan. Subject subject to the prior subscription rights of the above-listed partiesholders of Subscription Rights, the Company may offer is offering its common stock for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered public, with a first preference given first to natural persons residing in Xxxxxx County, Kansas (the State of Maryland"Community Offering"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the "Syndicated Community Offering") (the Subscription Offering, the Community Offering and the Syndicated Community Offering are collectively referred to collectively as the "Subscription and Community Offering"). It is acknowledged that the purchase of Shares in the Offering is All purchases will be subject to the maximum and minimum purchase limitations as and other terms and conditions described in the Plan of Merger Conversion including the Association's and that the Company may rejectCompany's right, in their sole discretion, to reject orders received in the Community and the Syndicated Community Offering in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100shares will be offered at a price equal to 95% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary average market price of the Company. The Company has filed with 's common stock (based on the Securities average of the closing bid and Exchange Commission ask quotations on the NASDAQ SmallCap Market) for the ten trading days ending on the expiration date of the offering (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”"Purchase Price").

Appears in 1 contract

Samples: Agency Agreement (First Independence Corp /De/)

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended Trustees (the "Plan"), intends to convert from the a New York State chartered mutual holding company form savings bank to a New York State chartered stock savings bank, and will issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 8,050,000 shares (subject to increase up to 4,628,750 shares) of its common stock, par value, $0.01 par value .01 per share (the "Shares" or "Common Shares"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Bank's Plan) as of April 30March 31, 2008 1997 ("Eligible Account Holders"), (2) the Bank’s taxTax-qualified employee benefit plansQualified Employee Plans, including as defined in the employee stock ownership plan established by the Bank Plan (the “ESOP”"Employee Plans"), and (3) depositors of the Bank with Qualifying Deposits as of ___________ September 30, 1998 ("Supplemental Eligible Account Holders"), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the "Community Offering" and when referred to together with the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered ("Other Subscribers"), with a preference given first to natural persons residing who reside in the State Bank's local community which includes Albany, Saratoga, Schenectady and Rensselaer Counties and a portion of MarylandXxxxxx County in New York (all such offerees being referred to in the aggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Conversion." The shares will be sold in the Offering for a purchase price of $10.00 per Share (the "Purchase Price). In December 2007, connection with the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders Conversion and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant pursuant to the terms of the PlanPlan as described in the Prospectus (as defined below), upon completion immediately following the consummation of the Conversion Conversion, subject to the approval of the depositors of the Bank and compliance with certain conditions as may be imposed by regulatory authorities, the Company will contribute to the Cohoes Savings Foundation, a charitable foundation (the "Foundation") a number of shares equal to 3% of the Shares sold in the Offering, the MHC or between 178,500 and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common 241,500 Shares (subject to increase in certain circumstances to 277,725 Shares). Such Shares are hereinafter referred to as the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)"Foundation Shares."

Appears in 1 contract

Samples: Agency Agreement (Cohoes Bancorp Inc)

The Offering. The BankAssociation, in accordance with the and pursuant to its plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Association (the "Plan"), intends to convert be converted from the a federally-chartered mutual holding company form savings and loan association to a federally-chartered stock savings and loan association and will sell all of organization its issued and outstanding stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the The Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share stock (the “Shares” or “"Common Shares”), Stock") in a subscription offering (the “"Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April November 30, 2008 1996 ("Eligible Account Holders"), (2) the Bank’s tax-tax qualified employee benefit plans, including plans of the employee stock ownership plan established by the Bank (the “ESOP”)Association, (3) depositors of the Bank with Qualifying Deposits Association as of ___________ March 31, 1998 ("Supplemental Eligible Account Holders"), and (4) Other Members certain other members of the MHC as defined in Association ("Other Members") and (5) its employees, officers and directors, pursuant to rights to subscribe for shares of Common Stock (the Plan"Shares"). Subject to the prior subscription rights of the above-listed parties, the Company may offer its Common Stock for sale in a public offering to selected persons (the "Public Offering,") and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Association's Offices in a direct community offering (the "Direct Community Offering” and when referred to together with or subsequent to ") conducted after the Subscription Offering. The Public Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Maryland. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Direct Community Offering and Syndicated Community Subscription Offering are refereed to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the “Offering”)Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, reject in whole or in part, part any orders subscriptions received from subscribers in the Community Public Offering or Syndicated Direct Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion Company and the Offering, Association desire to retain Capital Resources to assist the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration its sale of the Shares under in the Securities Act of 1933 (the “1933 Act”), Offering. By and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In additionthrough this Agreement, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (Association confirm the “Control Act Regulations”)retention of Capital Resources to assist the Company and the Association during the Offering.

Appears in 1 contract

Samples: Agency Agreement (Carnegie Financial Corp)

AutoNDA by SimpleDocs

The Offering. The Bank, in accordance with the plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Bank (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the following will occur: (1) the Bank will become convert its charter to a wholly owned subsidiary federal stock savings bank charter, which authorizes the issuance of capital stock; (2) the Holding Company will purchase all of the Companycapital stock issued by the Bank in connection with its conversion from the mutual to stock form, and the corporate existence for at least 50% of the MHC net proceeds of the Offering (as hereinafter defined); and OBA Bancorp (3) the Holding Company will ceaseissue shares of its common stock in the Offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 747,500 shares (subject to increase up to 4,628,750 859,625 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 2014 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ March 31, 2016 (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the State Illinois Counties of MarylandMadison or St. Clair, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007As a federally-chartered mutual savings and loan association, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that Bank has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp legal existence of the Bank will cease to exist and not terminate but the Bank will be a wholly owned subsidiary continuation of the Companyentity of the mutual Bank and all property of the mutual Bank, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank. The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. __________333-210109) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance connection with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”)Conversion, the MHC Bank has filed with the Office of Thrift Supervision the Comptroller of the Currency (the “OTSOCC”) an Application For Conversion on Form AC (the “Form ACConversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP FinancialKxxxxx & Company, LC.Inc., dated September __February 12, 2009 2016, and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSOCC. The Form AC Conversion Application has been approved by the OTS OCC and the related Prospectus has been authorized for use by the OTSOCC. In addition, the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application H-(e)l-S on Form H-(e)l (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”). The Conversion Application and the Holding Company Application are referred to herein collectively as the “Reorganization Applications.

Appears in 1 contract

Samples: Agency Agreement (Best Hometown Bancorp, Inc.)

The Offering. The BankCompany, in accordance with the a plan of conversion and reorganization stock issuance adopted by the Board of Directors of each of the OBA PartiesDirectors, as amended (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company ) will offer and sell up to 4,025,000 931,500 shares (subject to increase up to 4,628,750 shares1,071,225) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 2004 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ March 31, 2006 (“Supplemental Eligible Account Holders”), and (4) Other Members depositors who had Qualifying Deposits as of the MHC as defined in the PlanApril 28, 2006. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State who are residents of MarylandSeneca, Cayuga and Ontario Counties, New York. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, The Common Shares offered for sale in the Bank’s mutual predecessor reorganized into the mutual holding company form Offering will represent a minority ownership interest of organization by forming the MHC. The MHC currently owns 10045% of the Company’s total outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the CompanyCommon Shares. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333- ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, 12 C.F.R. Part 563b of the Code of Federal Regulations 575 (the “Conversion Reorganization Regulations”), the MHC Company has filed with the Office OTS a Form MHC-2 Application for Approval of Thrift Supervision a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the OTS”) an Application For Conversion on Form AC (the “Form ACMHC-2 Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP FinancialXxxxxx & Company, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares Inc. (the “Appraisal”), ) and has filed such amendments thereto as may have been required by the OTS. The Form AC Bank has filed an application to convert from a New York-chartered savings bank to a federally chartered savings bank (“charter flip application”). The MHC-2 Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with OTS and the OTS an Application H-(e)l-S (has approved the “Holding Company Application”) conversion of the Bank to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)federal charter.

Appears in 1 contract

Samples: Agency Agreement (Seneca-Cayuga Bancorp, Inc.)

The Offering. The Bank, in accordance with the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the OBA Parties, as amended West End Parties (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 _______ shares (subject to increase up to 4,628,750 ________ shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30March 31, 2008 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of ___________ September 30, 2011 (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State Indiana Counties of MarylandUnion and Xxxxx, and next to cover orders of other persons residing in the Community, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December addition, in connection with the Plan, the Holding Company intends to establish the West End Bank Charitable Foundation (the “Foundation”) and upon consummation of the Conversion, donate $125,000 and 38,000 shares of Holding Company Common Stock to the Foundation. In 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorpthe Mid-Tier. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp The Mid-Tier currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp , The Mid-Tier has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp the Mid-Tier will cease to exist and the Bank will be a wholly owned subsidiary of the Holding Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-175509) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b 192 of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has Bank filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __June 10, 2009 2011 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSfederal regulators. The Form AC has been approved by the OTS Board of Governor’s of the Federal Reserve Board (“FRB”) and any other appropriate regulator and the related Prospectus has been authorized for use by the OTSFRB. In addition, the Holding Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under Section 10 of the Home Owners’ Loan Act, as amended (“HOLA”) and ), as in effect at the regulations promulgated thereunder (the “Control Act Regulations”)time.

Appears in 1 contract

Samples: Agency Agreement (West End Indiana Bancshares, Inc.)

The Offering. The BankAssociation, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the "Plan"), intends to convert from the a Louisiana chartered mutual holding company form savings association to a Louisiana chartered stock savings association, and will issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 2,990,000 shares (subject to increase up to 4,628,750 shares) of its common stock, par value, $0.01 par value .01 per share (the "Shares" or "Common Shares"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank Association with Qualifying Deposits (as defined in the PlanAssociation's Plan of Conversion) as of April September 30, 2008 1995 ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank GS Financial Corp. Employee Stock Ownership Plan (the "ESOP"), (3) depositors of the Bank Association with Qualifying Deposits as of ___________ December 31, 1996 ("Supplemental Eligible Account Holders"), and (4) the Association's Other Eligible Members of the MHC (as defined in the PlanAssociation's Plan of Conversion) and (5) employees, officers and directors of the Association. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a community offering (the "Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered ("Other Subscribers"), with a preference given first to natural persons residing who reside in Orleans, St. Tammany and Jefferson Parishes, Louisiana (all such offerees being referred to in the State of Marylandaggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Association may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC"Conversion., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)."

Appears in 1 contract

Samples: Agency Agreement (Gs Financial Corp)

The Offering. The Bank, in In accordance with the plan of conversion and reorganization as adopted by the Board of Directors of each of the OBA Parties, as amended Association (the “Plan”), the Association intends to convert from the current mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank Association will become a wholly owned subsidiary of the Holding Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 1495,000 shares (subject to increase up to 4,628,750 1,719,250 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank Association with Qualifying Deposits (as defined in the Plan) as of April June 30, 2008 2014 (“Eligible Account Holders”), (2) the BankAssociation’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Association is establishing in connection with the conversion (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”Holders (as defined in the Plan), and (4) Other Members of the MHC (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the State Local Community (as defined in the Plan), and thereafter to cover orders of Marylandother members of the general public. It is anticipated that shares any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders order received in the Community Offering or the Syndicated Community Offering. In December 2007addition, pursuant to the Plan, in connection with the Offering, the Bank’s mutual predecessor reorganized into Association is establishing the mutual holding company form of organization by forming Central Federal Community Foundation, a charitable foundation (the MHC. The MHC currently owns 100% of “Foundation”), and the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders Holding Company expects to fund the Foundation with $100,000 in cash and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding remainder in shares of common stock equal to 4% of the BankShares sold the Offering (between 44,200 and 59,800 shares, subject to increase under certain circumstances to 68,770 shares) (the “Foundation Shares”). OBA Bancorp has not issued shares of its stock to In connection with the public. Pursuant to Conversion, the terms Association filed with the Office of the Plan, upon completion Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock savings and loan association (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the Offeringregulations promulgated thereunder. In addition, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-206874) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Central Federal Bancshares, Inc)

The Offering. The Bank, in In accordance with a Plan of Conversion from ------------ Mutual to Stock Organization (the plan "Plan" or "Plan of conversion and reorganization Conversion") adopted by the Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the ConversionBank, the Bank will become convert from a wholly owned subsidiary federally chartered mutual savings bank to a federally chartered stock savings bank and issue all of its outstanding capital stock to the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) _________ of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), Shares in a subscription offering (the "Subscription Offering") to to: (1) depositors of the Bank with Qualifying Deposits (Deposits, as defined in the Plan) , as of April 30December 31, 2008 2001 ("Eligible Account Holders"), ; (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ March 31, 2003 ("Supplemental Eligible Account Holders"), ; and (43) Other Members Members, as of the MHC Voting Record Date (as defined in the Plan), who are not Eligible Account Holders or Supplemental Eligible Account Holders ("Other Members"). The Common Shares to be sold by the Company in the Offering (as defined below) are hereinafter called the "Shares." Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a direct community offering (the "Community Offering," or "Direct Community Offering," and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") which may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of MarylandHopkins County, Kentucky ("Xxxxxxred Subscribers"). It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may Offering, at the request of the Company and the Bank, will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion Offering and the Offering, other activities described in the MHC and OBA Bancorp will cease Plan are referred to exist and herein as the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC"Conversion., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)."

Appears in 1 contract

Samples: Agency Agreement (Community First Bancorp Inc)

The Offering. The Bank, in accordance with the plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Bank (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the following will occur: (1) the Bank will become a wholly owned subsidiary convert its charter to the federal stock savings bank charter, which authorizes the issuance of capital stock; (2) the Holding Company will purchase all of the Companycapital stock issued by the Bank in connection with its conversion from the mutual to stock form, and the corporate existence for at least 50% of the MHC net proceeds of the offering (the “Offering”); and OBA Bancorp (3) the Holding Company will ceaseissue shares of its common stock in the Offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 874,000 shares (subject to increase up to 4,628,750 1,005,100 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April June 30, 2008 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) but excluding the Bank’s 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of ___________ September 30, 2013 (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the State Michigan Counties of MarylandBerrien, Cass and Van Buren, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC Bank is a federal mutual holding company savings bank that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp legal existence of the Bank will cease to exist and not terminate but the Bank will be a wholly owned subsidiary continuation of the Companyentity of the mutual Bank and all property of the mutual Bank, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank. The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. __________333-191125) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part 563b 192 of the Code of Federal Regulations (the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision the Comptroller of the Currency (the “OTSOCC”) an Application For Conversion on Form AC (the “Form ACConversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP FinancialXxxxxx & Company, LC.Inc., dated September __August 15, 2009 2013 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSOCC. The Form AC Conversion Application has been approved by the OTS OCC and the related Prospectus has been authorized for use by the OTSOCC. In addition, the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application H-(e)l-S on Form H-(e)l (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”). The Conversion Application and the Holding Company Application are referred to herein collectively as the “Reorganization Applications.

Appears in 1 contract

Samples: Agency Agreement (Edgewater Bancorp, Inc.)

The Offering. The BankAssociation, in accordance with the and pursuant to its plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Association (the "Plan"), intends to convert be converted from the a federally-chartered mutual holding company form savings and loan association to a federally-chartered stock savings and loan association and will sell all of organization its issued and outstanding stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the The Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share stock (the “Shares” or “"Common Shares”), Stock") in a subscription offering (the “"Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April September 30, 2008 1996 ("Eligible Account Holders"), (2) the Bank’s tax-tax qualified employee benefit plans, including plans of the employee stock ownership plan established by the Bank (the “ESOP”)Association, (3) depositors of the Bank with Qualifying Deposits Association as of ___________ , 1998 ("Supplemental Eligible Account Holders"), and (4) Other Members certain other members of the MHC as defined in Association ("Other Members") and (5) its employees, officers and directors, pursuant to rights to subscribe for shares of Common Stock (the Plan"Shares"). Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community public offering (the “Community "Public Offering," and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Public Offerings") conducted after the Subscription Offering”) , the Shares not so subscribed for or ordered in the Subscription Offering to members selected persons of the general public (all such offerees being referred to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Marylandaggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for Shares may also be sold in the Subscription Public Offering by a selling group of broker-dealers organized and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”)managed by Capital Resources. It is acknowledged that the purchase of Shares in the Offering Subscription and Public Offerings is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, reject in whole or in part, part any orders subscriptions received from subscribers in the Community Offering or Syndicated Community Public Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed and the Association desire to retain Capital Resources to assist the Company with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration its sale of the Shares under in the Securities Act of 1933 (the “1933 Act”), Subscription and has filed such amendments thereof Public Offerings. By and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In additionthrough this Agreement, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (Association confirm the “Control Act Regulations”)retention of Capital Resources to assist the Company and the Association during the Subscription and Public Offerings.

Appears in 1 contract

Samples: Agency Agreement (Adirondack Financial Services Bancorp Inc)

The Offering. The BankMHC, in accordance with the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the OBA Parties, as amended Primary Parties (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 230,000,000 shares (subject to increase up to 4,628,750 264,500,000 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common SharesStock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April November 30, 2008 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the Bank’s 401(k) Plan, (3) [depositors of the Bank with Qualifying Deposits as of ___________ [ ], 201[ ] (“Supplemental Eligible Account Holders”), ,] and (4) Other Members Depositors of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Maryland. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on in a best efforts basis through a selected dealers agreement firm commitment underwritten offering (the “Syndicated Community Underwritten Offering”) with KBW and RBC Capital Markets, LLC (“RBC”) acting as joint book-running managers (the Agent and RBC may hereinafter referred to collectively as the “Joint Bookrunning Managers”) (the Subscription Offering, Community Offering and Syndicated Community Underwritten Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the publicPlan. Pursuant to the terms Plan, as part of the PlanConversion, upon completion the Holding Company intends to contribute 1,000,000 shares of Common Stock (the Conversion “Foundation Shares”) and $10.0 million in cash to the Investors Charitable Foundation (the “Foundation”) (the Shares and the Offering, Foundation Shares may be referred to collectively as the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company“Conversion Shares”). The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-192966) (the “Registration Statement”), containing a prospectus relating to the Subscription Offering, for the registration of the Conversion Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12the Bank Holding Company Act of 1956, Part 563b of the Code of Federal Regulations as amended (the “Conversion RegulationsBHCA”), and the regulations of the Board of Governors of the Federal Reserve System (the “FRB”), the MHC Holding Company has filed with an application on Form FR Y-3 for approval of its acquisition of the Office of Thrift Supervision Bank (the “OTSHolding Company Application”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSFRB. The Form AC Holding Company Application [has been approved approved] by the OTS and FRB. The MHC also has filed an Application for Conversion with the related Prospectus has been authorized for use by FRB (the OTS“Conversion Application”). In addition, the Holding Company has filed with the OTS an Application H-(e)l-S New Jersey Department of Banking and Insurance (the “Holding Company ApplicationNew Jersey Banking Department”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder an Application for Conversion (the “Control Act RegulationsNew Jersey Application”), and such amendments and supplements thereto as may have been required by the New Jersey Banking Department. The New Jersey Application [has been approved] by New Jersey Banking Department.

Appears in 1 contract

Samples: Agency Agreement (New Investors Bancorp, Inc.)

The Offering. The BankMHC, in accordance with the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the OBA Parties, as amended Primary Parties (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 230,000,000 shares (subject to increase up to 4,628,750 264,500,000 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common SharesStock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April November 30, 2008 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the Bank’s 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”), as defined in the Plan, if any, and (4) Other Members Depositors of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Maryland. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on in a best efforts basis through a selected dealers agreement firm commitment underwritten offering (the “Syndicated Community Underwritten Offering”) with KBW and RBC Capital Markets, LLC (“RBC”) acting as joint book-running managers (the Agent and RBC may hereinafter referred to collectively as the “Joint Bookrunning Managers”) (the Subscription Offering, Community Offering and Syndicated Community Underwritten Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the publicPlan. Pursuant to the terms Plan, as part of the PlanConversion, upon completion the Holding Company intends to contribute 1,000,000 shares of Common Stock (the Conversion “Foundation Shares”) and $10.0 million in cash to the Investors Charitable Foundation (the “Foundation”) (the Shares and the Offering, Foundation Shares may be referred to collectively as the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company“Conversion Shares”). The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-192966) (the “Registration Statement”), containing a prospectus relating to the Subscription Offering, for the registration of the Conversion Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12the Bank Holding Company Act of 1956, Part 563b of the Code of Federal Regulations as amended (the “Conversion RegulationsBHCA”), and the regulations of the Board of Governors of the Federal Reserve System (the “FRB”), the MHC Holding Company has filed with an application on Form FR Y-3 for approval of its acquisition of the Office of Thrift Supervision Bank (the “OTSHolding Company Application”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSFRB. The Form AC Holding Company Application has been approved by the OTS and FRB. The MHC also has filed a Letter Application for Conversion with the related Prospectus has been authorized for use by FRB (the OTS“Conversion Application”). In addition, the Holding Company has filed with the OTS an Application H-(e)l-S New Jersey Department of Banking and Insurance (the “Holding Company ApplicationNew Jersey Banking Department”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder an Application for Conversion (the “Control Act RegulationsNew Jersey Application”), and such amendments and supplements thereto as may have been required by the New Jersey Banking Department. The New Jersey Application has been approved by New Jersey Banking Department.

Appears in 1 contract

Samples: Agency Agreement (Investors Bancorp Inc)

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the "Plan"), intends to convert from the a federally chartered mutual holding company form savings bank to a federally chartered stock savings bank, and will issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) 8,676,875 of its common stockshares, $0.01 no par value per share (the "Shares" or "Common Shares"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April June 30, 2008 1997 ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Lincoln Bancorp Employee Stock Ownership Plan (the "ESOP"), (3) depositors of the Bank with Qualifying Deposits as of ___________ September 30, 1998 ("Supplemental Eligible Account Holders”), ") and (4) the Bank's Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a community offering (the "Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State residents of MarylandXxxxxxxxx, Xxxxxxxxxx and Xxxxxxx Counties, Indiana. It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC"Conversion., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)."

Appears in 1 contract

Samples: Agency Agreement (Lincoln Bancorp /In/)

The Offering. The Bank, in accordance with the its plan of conversion reorganization and reorganization stock issuance adopted by the its Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert reorganize from a federally-chartered mutual savings bank into the mutual holding company form structure, and issue all of organization its issued and outstanding capital stock to the stock holding company form Company (collectively, these transactions are referred to herein as the “Reorganization”). The Reorganization will be accomplished pursuant to federal law and the rules and regulations of organization the Office of Thrift Supervision (the “ConversionOTS”). In connection with , except as such rules and regulations are waived by the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will ceaseOTS. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 939,550 shares (subject to increase up to 4,628,750 1,080,483 shares) (the “Shares”) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30March 31, 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ June 30, 2009 (“Supplemental Eligible Account Holders”), and (4) the Bank’s Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing who are residents of Cullman County, Alabama. Subscribers’ checks will be transmitted to the Bank by no later than noon of the next business day where they will be invested in the State of Marylandinvestments that are permissible under Rule 15c2-4. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007The Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). As part of the Reorganization, and subject to compliance with certain conditions as may be imposed by regulatory authorities, the Bank’s mutual predecessor reorganized into Company will contribute to a new foundation, the mutual holding company form Cullman Savings Bank Charitable Foundation (the “Charitable Foundation”), shares equal to 2.0% of organization by forming all shares issued and outstanding following the MHCOffering plus $100,000 in cash. The MHC currently owns 100shares contributed to the Charitable Foundation hereinafter being referred to as the “Charitable Foundation Shares.” The Common Shares offered for sale in the Offering and the Charitable Foundation Shares contributed to the Charitable Foundation will in the aggregate represent a minority ownership interest of 45% of the Company’s total outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the CompanyCommon Shares. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333- ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b 575 of the Code of Federal Regulations (the “Conversion Reorganization Regulations”), the MHC Bank has filed with the Office OTS a combined Form MHC-1 Notice of Thrift Supervision Mutual Holding Company Reorganization and Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (collectively, the “OTS”) an Application For Conversion on Form AC (the “Form ACMHC-1/MHC-2 Application”), including the Prospectus and the Conversion Reorganization Valuation Appraisal Report prepared by RP FinancialXxxxxx & Company, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares Inc. (the “Appraisal”), ) and has filed such amendments thereto as may have been required by the OTS. The Form AC MHC-l/MHC-2 Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application its application on Form H-(e)l-S (the “Holding Company Application”) to become a registered savings and loan holding company under the Home Owners* Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Cullman Bancorp, Inc.)

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the "Plan"), intends to convert from the an Illinois chartered mutual holding company form savings bank to an Illinois chartered stock savings bank, and issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 575,000 shares (subject to increase up to 4,628,750 shares) of its common stockshares, $0.01 .01 par value per share (the "Shares" or "Common Shares"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30May 31, 2008 2001 ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Clover Leaf Bank Employee Stock Ownership Plan (the "ESOP"), (3) depositors of the Bank with Qualifying Deposits as of ___________ September 30, 2001 ("Supplemental Eligible Account Holders”), ") and (4) the Bank's Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the "Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Marylandpeople. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC"Conversion., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)."

Appears in 1 contract

Samples: Agency Agreement (Clover Leaf Financial Corp)

The Offering. The BankCompany, in accordance with the plan of conversion and reorganization its Stock Issuance Plan adopted by the its Board of Directors of each of the OBA Parties, as amended (the "Plan"), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 1,914,750 shares (subject to increase up to 4,628,750 2,201,963 shares) of its common stock, $0.01 .10 par value per share (the "Shares" or "Common Shares"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April September 30, 2008 2002 ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by Employee Stock Ownership Plan of the Bank (the "ESOP”), ") and (3) depositors of the Bank with Qualifying Deposits as of ___________ March 31, 2004 ("Supplemental Eligible Account Holders"), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the "Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State people who are residents of MarylandMadison County, Illinois. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, The Common Shares offered for sale in the Bank’s mutual predecessor reorganized into the mutual holding company form Offering will represent a minority ownership interest of organization by forming the MHC. The MHC currently owns 10045% of the Company* s total outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the CompanyCommon Shares. The Company has filed with will issue the Securities and Exchange Commission Shares at a purchase price of $10.00 per share (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”"Purchase Price").

Appears in 1 contract

Samples: Agency Agreement (First Federal Financial Services Inc)

The Offering. The Bank, in accordance with the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the OBA Parties, as amended Meetinghouse Parties (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 575,000 shares (subject to increase up to 4,628,750 661,250 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 2010 (“Eligible Account Holders”), (2) depositors of the Bank with Qualifying Deposits as of December 31, 2011 (“Supplemental Eligible Account Holders”), (3) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”), and (4) each Officer, Employee or Director who is not an Eligible Account Holder or Supplemental Eligible Account Holder “Other Members of the MHC as defined in the PlanEligible Subscribers”). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State Massachusetts communities of MarylandDorchester and Xxxxxx, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-180026) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual co-operative banks to stock form (including, Part 563b without limitation, Chapter 170 of the Massachusetts General Laws and Chapter 33 of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the Bank has filed with the Massachusetts Commissioner of Banks (the “Commissioner”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter,, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the Bank’s Notice and Information Statement for a Special Meeting of its Shareholders relating to the Conversion (the “Information Statement”), the Pro Forma Valuation Report prepared by RP Financial, LC. (the “Appraisal”) and the Prospectus. In accordance with the rules and regulations of the Federal Regulations Deposit Insurance Corporation (the “FDIC”) governing the conversion of state chartered co-operative banks to stock form (including, without limitation, 12 C.F.R. Part 303, Subpart I and 12 C.F.R. 333.4), as amended (the “FDIC Regulations”, and together with the Massachusetts Conversion Regulations, the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision FDIC a notice and application for conversion (such notice and application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “OTSFDIC Conversion Application) an Application For , and together with the Massachusetts Conversion on Form AC (Application, the “Form ACConversion Applications”), including copies of the Prospectus Information Statement, the Appraisal and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSProspectus. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application H-(e)l-S application on Form FRY-3 for approval, pursuant to Section 3(a)(1) of the Bank Holding Company Act of 1956, as amended (the “FRB Regulations”), for the Holding Company to become a bank holding company with respect to the Bank (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Meetinghouse Bancorp, Inc.)

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp Territorial Savings Group will cease. The Conversion will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the “OTS”). Pursuant to the Plan, the Company will offer and sell up to 4,025,000 10,925,000 shares (subject to increase up to 4,628,750 12,563,750 shares) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April September 30, 2008 2007 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ December 31, 2008 (“Supplemental Eligible Account Holders”), and (4) Other Members other depositor members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of MarylandHawaii. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007September 2002, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA BancorpTerritorial Savings Group. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp Territorial Savings Group currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp Territorial Savings Group has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp Territorial Savings Group will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333- ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision (the “OTS”) OTS an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP FinancialFinPro, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares Inc. (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Territorial Bancorp Inc.)

The Offering. The BankAssociation, in accordance with the and pursuant to its plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Association (the "Plan"), intends to convert be converted from the a federally chartered mutual holding company form savings and loan association to a federally chartered stock savings and loan association and will sell all of organization its issued and outstanding stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the The Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share stock (the “Shares” or “"Common Shares”), Stock") in a subscription offering (the “"Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) Association as of April 30December 31, 2008 1997 ("Eligible Account Holders"), (2) the Bank’s tax-tax qualified employee benefit plans, including plans of the employee stock ownership plan established by the Bank (the “ESOP”)Association, (3) depositors of the Bank with Qualifying Deposits Association as of ___________ March 31, 1999 ("Supplemental Eligible Account Holders"), and (4) Other Members certain other members of the MHC as defined in Association ("Other Members") pursuant to rights to subscribe for shares of Common Stock (the Plan"Shares"). Subject to the prior subscription rights of the above-listed parties, and, depending on market conditions, the Company may also offer the Common Stock for sale to persons residing in communities near the Association's Offices in a community offering and syndicated community offering (the "Community Offering") conducted after the Subscription Offering and the Company may offer its Common Stock for sale in a community public offering to selected persons (the "Public Offering,") conducted after the Community Offering” and when referred to together with or subsequent to the Subscription . The Public Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Maryland. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Subscription Offering are refereed to collectively as the "Offering," and all such Offerees being referred to in the aggregate as "Eligible Offerees." Shares may also be sold in the “Offering”)Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, reject in whole or in part, part any orders subscriptions received from subscribers in the Community Public Offering or Syndicated Direct Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion Company and the Offering, Association desire to retain Capital Resources to assist the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration its sale of the Shares under in the Securities Act of 1933 (the “1933 Act”), Offering. By and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In additionthrough this Agreement, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (Association confirm the “Control Act Regulations”)retention of Capital Resources to assist the Company and the Association during the Offering.

Appears in 1 contract

Samples: Steelton Bancorp Inc

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the "Plan"), intends to convert from the a federally chartered mutual holding company form savings bank to a federally chartered stock savings bank, and issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 859,625 shares (subject to increase up to 4,628,750 shares) of its common stockshares, $0.01 .01 par value per share (the "Shares" or "Common Shares"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30March 31, 2008 1999 ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Xxxxxxxx Federal Savings Bank Employee Stock Ownership Plan (the "ESOP"), (3) depositors of the Bank with Qualifying Deposits as of ___________ September 30, 2000 ("Supplemental Eligible Account Holders”), ") and (4) the Bank's Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the "Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State people and trusts of Marylandpeople who are residents of Xxxxxxxx and Scioto Counties, Ohio, Greenup and Xxxx Counties, Kentucky, and Xxxxxx County, West Virginia. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC"Conversion., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)."

Appears in 1 contract

Samples: Agency Agreement (Lawrence Financial Holdings Inc)

The Offering. The Bank, in accordance with the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the OBA Parties, as amended Melrose Parties (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 2,990,000 shares (subject to increase up to 4,628,750 3,438,500 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 2012 (“Eligible Account Holders”), (2) depositors of the Bank with Qualifying Deposits as of March 10, 2014 (“Supplemental Eligible Account Holders”) and (3) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State City of MarylandMelrose, Massachusetts, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-194475) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual co-operative banks to stock form (including, Part 563b without limitation, Chapter 170 of the Massachusetts General Laws and Chapter 33 of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the Bank has filed with the Massachusetts Commissioner of Banks (the “Commissioner”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the Bank’s Notice and Information Statement for a Special Meeting of its Shareholders relating to the Conversion (the “Information Statement”), the Pro Forma Valuation Report prepared by RP Financial, LC. (the “Appraisal”) and the Prospectus. In accordance with the rules and regulations of the Federal Regulations Deposit Insurance Corporation (the “FDIC”) governing the conversion of state chartered co-operative banks to stock form (including, without limitation, 12 C.F.R. Part 303, Subpart I and 12 C.F.R. 333.4), as amended (the “FDIC Regulations”, and together with the Massachusetts Conversion Regulations, the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision FDIC a notice and application for conversion (such notice and application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “OTSFDIC Conversion Application) an Application For , and together with the Massachusetts Conversion on Form AC (Application, the “Form ACConversion Applications”), including copies of the Prospectus Information Statement, the Appraisal and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSProspectus. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application H-(e)l-S application on Form FRY-3 for approval, pursuant to Section 3(a)(1) of the Bank Holding Company Act of 1956, as amended (the “FRB Regulations”), for the Holding Company to become a bank holding company with respect to the Bank (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Melrose Bancorp, Inc.)

The Offering. The Bank, in In accordance with the plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the "Plan"), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 _________ shares (subject to increase up to 4,628,750 shares) of its common stock, par value, $0.01 par value .01 per share (the "Shares" or "Common Shares”Stock"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) account balances of $_____ or more as of April 30December 31, 2008 1999 ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)Company's Employee Stock Ownership Plan, (3) depositors of the Bank with Qualifying Deposits account balances of $50.00 or more as of March 31, 2002 ("Supplemental Eligible Account Holders"), (4) depositors of the Bank as of the close of business on ___________ _, who continue as depositors as of the Special Meeting who are not Eligible Account Holders or Supplemental Eligible Account Holders ("Other Members"), and (5) employees, officers and directors of the Bank to the extent they are not Eligible Account Holders, Supplemental Eligible Account Holders”), and (4) or Other Members of Members. To the MHC as defined extent Shares remain unsold in the Plan. Subject to the prior subscription rights of the above-listed partiesSubscription Offering, the Company may offer is offering for sale in a direct community offering (the "Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered public, with a preference given first to natural persons residing in the State of Marylandcounties where the Bank has offices ("Other Subscribers"), (all such offerees being referred to in the aggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Next Page Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “Syndicated Community "Public Offering") (the Subscription Offering, Community Offering and Syndicated Community Public Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Public Offering. In December 2007, The Company will issue the Bank’s mutual predecessor reorganized into Shares at a purchase price of $10.00 per share (the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company"Purchase Price"). The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (File No. ___333-_______) (the "Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the "1933 Act"), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term "Registration Statement" shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") differing from the prospectus Prospectus on file at the time the Registration Statement initially became becomes effective, the term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of The Bank and the Code of Federal Regulations (the “Conversion Regulations”), the MHC has Company have filed with the Office of Thrift Supervision (the “"OTS") an Application For for Conversion on Form AC for the Bank with respect to the stock issuance (the “Form AC”"Conversion Application"), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares Financial LC (the "Appraisal”), ") and has filed such amendments thereto as may have been required by the OTS. The Form AC Company has filed an Application H-(e)1-S to become a savings and loan holding company (the "Holding Company Application") pursuant to the Home Owner's Loan Act, as amended (the "HOLA") with the OTS. The Conversion Application and Holding Company Application have each been approved by the OTS and the related Prospectus has been authorized for use by the OTSuse. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)Section 2.

Appears in 1 contract

Samples: First Pactrust Bancorp Inc

The Offering. The Bank, in accordance with the plan its Plan of conversion and reorganization Conversion adopted by the its Board of Directors of each of (as amended, the OBA Parties, as amended (the “"Plan"), intends to convert from a mutual savings association to a stock savings association. The Plan also includes the mutual concurrent formation of the Company as the Bank's holding company form of organization to the stock holding company form of organization (the “Conversion”)company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) between 1,275,000 and 1,983,750 of its common stockshares, $0.01 par value $.01 per share (the “Shares” or “"Common Shares"), in a subscription offering (the "Subscription Offering") to (1) depositors eligible account holders of record as of the Bank with Qualifying Deposits Eligibility Record Date (as defined in the Plan) as of April 30, 2008 ("Eligible Account Holders"), ; (2) the Company's and the Bank’s tax's Tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), Qualified Employee Plans; (3) depositors Supplemental Eligible Account Holders of record as of the Bank with Qualifying Deposits Supplemental Eligibility Record Date (as of ___________ defined in the Plan ) ("Supplemental Eligible Account Holders"), and ; (4) Other Members of the MHC (as defined in the Plan. Subject to the prior subscription rights ); and (5) directors, officers, and employees of the above-listed parties, Bank. The Common Shares to be sold by the Company may offer for sale in a community offering the Offering (as defined below) are hereinafter called the “Community Offering” and when referred to together with "Shares." Concurrently with, at any time during, or subsequent to promptly after the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering on a lowest priority basis, an opportunity to members of subscribe may also be offered to the general public to whom in a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Maryland. It is anticipated that shares not subscribed for in the Subscription and Direct Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community or Public Offering”) (the , if necessary. The Subscription Offering, Direct Community Offering and Syndicated Community Public Offering are collectively referred to as the "Offering”). ." It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Direct Next Page Community Offering or Syndicated Community Public Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. "Conversion." The Company has filed with the Securities and Exchange Commission (the “Commission”"SEC") a registration statement on Form S-1 SB-2 (File No. ___________) (the "Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the "1933 Act"), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term "Registration Statement" shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part 563b of The Company and the Code of Federal Regulations (the “Conversion Regulations”), the MHC has Bank have filed with the Office of Thrift Supervision an Application to Become a Savings and Loan Holding Company on Form H-(e)1 (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “"Holding Company Application") to become a savings and loan holding company under the Home Owners' Loan ActAct ("HOLA"), as amended (“HOLA”) and the regulations promulgated thereunder thereunder, which has been approved. Finally, the Company and the Bank have received (1) either a private letter ruling from the “Control Act Regulations”)Internal Revenue Service or an opinion of counsel as to the federal income tax consequences of the Conversion and (2) either a private letter ruling of the Michigan Department of Revenue or the Company's independent public accountants as to the Michigan income tax consequences of the Conversion. Section 2.

Appears in 1 contract

Samples: Share Agency Agreement (Monarch Community Bancorp Inc)

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the "Plan"), intends to convert reorganize from a federally-chartered mutual savings and loan association into the mutual holding company form structure (the "Reorganization"), and issue all of organization its issued and outstanding capital stock to the stock holding company form Company. The Reorganization will be accomplished pursuant to federal law and the rules and regulations of organization the Office of Thrift Supervision (the “Conversion”"OTS"). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 596,514 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 .01 par value per share (the "Shares" or "Common Shares"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30August 31, 2008 2002 ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Osage Federal Savings Bank Employee Stock Ownership Plan (the "ESOP"), (3) depositors of the Bank with Qualifying Deposits as of ___________ December 31, 2003 ("Supplemental Eligible Account Holders”), ") and (4) the Bank*s Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the "Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State people who are residents of MarylandOsage and Washington Counties, Oklahoma. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into "Reorganization." The Common Shares offered for sale in the mutual holding company form Offering will represent a minority ownership interest of organization by forming the MHC. The MHC currently owns 10030% of the Company*s total outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LCCommon Shares., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Osage Federal Financial Inc)

The Offering. The BankCompany, in accordance with the plan its Plan of conversion Reorganization and reorganization Stock Issuance adopted by the its Board of Directors of each of the OBA Parties, as amended (the "Plan"), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 931,500 shares (subject to increase up to 4,628,750 1,071,225 shares) (the "Shares") of its common stock, $0.01 par value per share (the “Shares” or “"Common Shares"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 2006 ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including plans of the employee stock ownership plan established by the Bank (the “ESOP”)Bank, (3) depositors of the Bank Bank, other than directors and officers of the Bank, with Qualifying Deposits as of June 30, 2008 ("Supplemental Eligible Account Holders"), and (4) depositors of the Bank as of___________ (“___, 2008, who are not Eligible Account Holders or Supplemental Eligible Account Holders”Holders ("Other Members"), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a direct community offering (the "Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in counties in which the State of MarylandBank has offices. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community "Public Offering") (the Subscription Offering, Community Offering and Syndicated Community Public Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Public Offering. In December 2007, The Company will issue the Bank’s mutual predecessor reorganized into Shares at a purchase price of $10.00 per share (the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company"Purchase Price"). The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (File No. __________333-151131) (the "Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 1933, as amended, (the "1933 Act"), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term "Registration Statement" shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) of the 1933 Act Regulations from and after the time said prospectus is filed with the Commission. The Plan provides for the reorganization of the Bank into a two-tier mutual holding company structure, the issuance of all of the Bank's outstanding common stock to the Company, and the issuance of a majority of the outstanding common stock of the Company to the MHC (the "Reorganization"). Upon completion of the Reorganization, the Bank will be a wholly owned subsidiary of the Company and the Company will be a majority owned subsidiary of the MHC. The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the "OTS"). In accordance with Title 12, Part 563b 575 of the Code of Federal Regulations (the “Conversion "MHC Regulations"), the MHC Bank has filed with the Office OTS a Form MHC-1 Notice of Thrift Supervision Mutual Holding Company Reorganization and a Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “OTS”) an Application For Conversion on Form AC (the “Form AC”"MHC Applications"), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP FinancialXxxxxxx Financial Advisors, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares Inc. (the "Appraisal”), ") and has filed such amendments thereto as may have been required by the OTS. The Form AC has MHC Applications have been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Sunshine Financial Inc.)

The Offering. The Bank, in accordance with the plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Bank (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the following will occur: (1) the Bank will become convert its charter to a wholly owned subsidiary federal stock savings bank charter, which authorizes the issuance of capital stock; (2) the Holding Company will purchase all of the Companycapital stock issued by the Bank in connection with its conversion from the mutual to stock form, and the corporate existence for at least 50% of the MHC net proceeds of the Offering (as hereinafter defined); and OBA Bancorp (3) the Holding Company will ceaseissue shares of its common stock in the Offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 747,500 shares (subject to increase up to 4,628,750 859,625 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 2014 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ March 31, 2016 (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC Bank (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the State Illinois Counties of MarylandMadison or St. Clair, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007As a federally-chartered mutual savings and loan association, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that Bank has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp legal existence of the Bank will cease to exist and not terminate but the Bank will be a wholly owned subsidiary continuation of the Companyentity of the mutual Bank and all property of the mutual Bank, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank. The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. __________333-210109) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance connection with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”)Conversion, the MHC Bank has filed with the Office of Thrift Supervision the Comptroller of the Currency (the “OTSOCC”) an Application For Conversion on Form AC (the “Form ACConversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP FinancialKxxxxx & Company, LC.Inc., dated September __February 12, 2009 2016, and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSOCC. The Form AC Conversion Application has been approved by the OTS OCC and the related Prospectus has been authorized for use by the OTSOCC. In addition, the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application H-(e)l-S on Form H-(e)l (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”). The Conversion Application and the Holding Company Application are referred to herein collectively as the “Reorganization Applications.

Appears in 1 contract

Samples: Agency Agreement (Best Hometown Bancorp, Inc.)

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization savings bank to the a federal stock holding company form of organization savings bank (the “Conversion”), and issue all of its issued and outstanding capital stock to the Company. In connection with The Conversion will be accomplished pursuant to federal law and the Conversion, the Bank will become a wholly owned subsidiary rules and regulations of the Company, and Office of Thrift Supervision (the corporate existence of the MHC and OBA Bancorp will cease“OTS”). Pursuant to the Plan, the Company will offer and sell up to 4,025,000 6,670,000 shares (subject to increase up to 4,628,750 7,670,500 shares) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 2005 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ June 30, 2007 (“Supplemental Eligible Account Holders”), and (4) Other Members other depositor members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State who are residents of MarylandMxxxxxxxxx County, Tennessee. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-144454) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision (the “OTS”) OTS an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP FinancialKxxxxx & Company, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares Inc. (the “Appraisal”), ) and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an its Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: First Advantage (First Advantage Bancorp)

The Offering. The Bank, in In accordance with the a plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended MHC (the “Plan”), the MHC intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 [Max] shares (subject to increase up to 4,628,750 [SuperMax] shares) (the “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common SharesStock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April September 30, 2008 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the Bank’s 401(k) plan, (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”Holders (as defined in the Plan), ; and (4) Other Members of the MHC Depositors (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the State Community (as defined in the Plan) and second to Minority Stockholders (as defined in the Plan) as of Marylandthe Voting Record Date (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that shares any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In December 2007Pursuant to the Plan, the Bank’s mutual predecessor reorganized into Holding Company will issue a minimum of and a maximum of shares of its Common Stock (subject to increase up to shares) (the mutual holding company form “Exchange Shares”) to existing public stockholders of organization by forming the MHC. The MHC currently owns Mid-Tier Holding Company in exchange for their existing shares of Mid-Tier Holding Company common stock (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the BankBank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. OBA Bancorp has not issued shares Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of its stock to the public. Pursuant to the terms of Shares is increased or decreased in accordance with the Plan, upon completion of the Conversion and term “Shares” shall mean such greater or lesser number, where applicable. In connection with the OfferingConversion, the MHC filed with the Board of Governors of the Federal Reserve System (“FRB”) an application for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and OBA Bancorp will cease amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB). The Holding Company has also filed with the FRB an application on Form H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices, the “Holding Company Application”) to exist become a unitary savings and loan holding company under the HOLA and the Bank will be a wholly owned subsidiary of regulations promulgated thereunder. In addition, the Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-180018) (the “Registration Statement”), containing a prospectus relating to the OfferingOffering and a proxy statement/prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Holding Company for the meeting to approve the Plan and to offer the Exchange Shares, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses or proxy statement/prospectus as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus and proxy statement/prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus” and the “Stockholders’ Proxy Statement,” respectively, except that if any prospectus or proxy statement/prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus or proxy statement/prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” and “Stockholders’ Proxy Statement” shall refer to the prospectus and proxy statement/prospectus, as the case may be, filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Georgetown Bancorp, Inc.)

The Offering. The Bank, in In accordance with the a plan of conversion and reorganization adopted by the Board of Directors of each Trustees of the OBA Parties, as amended MHC (the “Plan”), the MHC intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 7,820,000 shares (subject to increase up to 4,628,750 8,993,000 shares) (the “Shares” or “Common Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common SharesStock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30May 31, 2008 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), and (3) depositors employees, officers, directors, trustees and corporators of the Bank with Qualifying Deposits as of ___________ Bank, the Mid-Tier Holding Company and the MHC who do not have a higher priority right to subscribe for the Shares (the Supplemental Other Eligible Account HoldersSubscribers”), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of MarylandLocal Community (as defined in the Plan). It is anticipated that shares any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion As part of the Conversion and in accordance with the OfferingPlan, the MHC Holding Company intends to establish a charitable foundation, to be known as the “Belmont Savings Bank Foundation” (the “Foundation”), and OBA Bancorp contribute to the Foundation $200,000 in cash and a number of shares of Common Stock equal to 2% of the number of Shares sold in the Offering (the “Foundation Shares”). The Foundation will cease to exist qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The MHC, the Mid-Tier Holding Company and the Bank will be a wholly owned subsidiary have jointly filed an application with respect to the conversion (as amended or supplemented, the “Application”) with the Massachusetts Commissioner of Banks (the Company“Commissioner”). The Holding Company has filed a bank holding company application on Form FR Y-3 (as amended or supplemented, the “Holding Company Application”) with the Federal Reserve Board (“FRB”) and has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-174808) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of both the Shares and the Foundation Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (BSB Bancorp, Inc.)

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the "Plan"), intends to convert from the a federally chartered mutual holding company form savings bank to a federally chartered stock savings bank, and will issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) 6,348,000 of its common stockshares, $0.01 par value $.01 per share (the “Shares” or “"Common Shares"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30July 31, 2008 1998 ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Mutual Federal Savings Bank Employee Stock Ownership Plan (the "ESOP"), (3) depositors of the Bank with Qualifying Deposits as of ___________ September 30, 1999 ("Supplemental Eligible Account Holders"), and (4) the Bank's Other Members of the MHC as defined in the PlanPlan and (5) directors, officers and employees of the Bank. The Common Shares to be sold by the Company in the Offering (as defined below) are hereinafter called the "Shares." Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a community offering (the "Community Offering" and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State residents of MarylandDelaware, Xxxxxxxx and Kosciusko Counties, Indiana. It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). In addition, as described in the Plan, the Company and the Bank expect to contribute cash and Common Shares in an amount equal to 8% of the Shares sold in the Offering to The Mutual Federal Savings Bank Charitable Foundation (the "Foundation"). Such Common Shares are referred to herein as the "Foundation Shares." It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the "Conversion." Immediately following the consummation of the Conversion, subject to the approval of the establishment of the Foundation by the members of the Bank and compliance with certain conditions as may be imposed by regulatory authorities, the Bank’s mutual predecessor reorganized into Company will contribute to the mutual holding company form of organization by forming the MHC. The MHC currently owns 100Foundation newly issued Common Shares in an amount equal to 4% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of Shares sold in the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating contribute to the Offering, for the registration Foundation cash in an amount equal to 4% of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and sold in the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding (based upon the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”$10.00 per share subscription price).

Appears in 1 contract

Samples: Agency Agreement (MFS Financial Inc)

The Offering. The BankMHC, in accordance with the plan its Plan of conversion ------------ Reorganization and reorganization Minority Stock Issuance adopted by the its Board of Directors of each of Trustees (as amended, the OBA Parties, as amended (the “"Plan"), intends to convert from form the mutual holding company form Company as its subsidiary and exchange 100% of organization to the common stock holding company form of organization (the “Conversion”)Bank for a majority interest in the Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) ___ of its common stockshares, $0.01 par value $.01 per share (the “Shares” or “"Common Shares"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 1999 ("Eligible Account Holders"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ December 31, 2000 ("Supplemental Eligible Account Holders"), and (43) Other Members Tax-Qualified Employee Stock Benefit Plans of the MHC Bank (as defined in the Plan). The Common Shares to be sold by the Company in the Offering (as defined below) are hereinafter called the "Shares." Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a community offering (the "Community Offering," or "Direct Community Offering," and when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering") which may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of MarylandBank's Local Community, as defined in the Plan. It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the "Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC"Reorganization., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)."

Appears in 1 contract

Samples: Agency Agreement (Westfield Financial Inc)

The Offering. The BankCompany, in accordance with the a plan of conversion and reorganization stock issuance adopted by the Board of Directors of each of the OBA PartiesDirectors, as amended (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company ) will offer and sell up to 4,025,000 __ shares (subject to increase up to 4,628,750 shares__) of its common stock, $0.01 0.10 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April September 30, 2008 2006 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ December 31, 2007 (“Supplemental Eligible Account Holders”), and (4) Other Members all other depositors of the MHC Bank as defined in of January 31, 2008 and borrowers off the PlanBank as of June 1, 2005 whose borrowings remained outstanding as of January 31, 2008. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to (1) natural persons residing in who are residents of Bucks County, Pennsylvania, (2) other residents of Pennsylvania, and (3) the State of Marylandgeneral public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, The Common Shares offered for sale in the Bank’s mutual predecessor reorganized into the mutual holding company form Offering will represent a minority ownership interest of organization by forming the MHC. The MHC currently owns 10028.0% of the Company’s total outstanding shares of OBA BancorpCommon Shares. The MHC is a mutual holding company that has no stockholders In connection with the Offering and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant pursuant to the terms of the PlanPlan as described in the Prospectus (as hereinafter defined), upon completion immediately following the consummation of the Conversion and the Offering, subject to compliance with certain conditions as may be imposed by regulatory authorities, the MHC and OBA Bancorp Company will cease contribute __ shares of Common Stock to exist and the Xxxxxxx Penn Bank will be a wholly owned subsidiary of Community Foundation (the Company. “Foundation”) such shares hereinafter being referred to as the “Foundation Shares.” The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 SB-2 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, 12 C.F.R. Part 563b of the Code of Federal Regulations 575 (the “Conversion Reorganization Regulations”), the MHC Bank has filed with the Office OTS a Form MHC-1 Notice of Thrift Supervision Mutual Holding Company Reorganization (the OTSForm MHC-1”) an and a Form MHC-2 Application For Conversion on Form AC for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “Form ACMHC-2”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares LC (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has MHC-1 and Form MHC-2, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, are hereafter collectively referred to as the “MHC Notice.” The Company and the MHC have filed with the OTS an application on Form H-(e)1-S (the “Holding Company Application”) to become savings and loan holding companies under the Home Owners’ Loan Act, as amended (the “HOLA”), and the regulations promulgated thereunder. Collectively, the MHC Notice and the Holding Company Application may also be termed the “Applications.” The Applications have been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: William Penn (William Penn Bancorp Inc)

The Offering. The BankAssociation, in accordance with the its plan of conversion and reorganization ("Plan"), adopted by the its Board of Directors of each of the OBA Parties, as amended (the “Plan”)Directors, intends to convert from the a federal mutual holding company form savings and loan association to a federal stock savings and loan association and issue all of organization its outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will intends to offer and sell up to 4,025,000 1,437,500 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share (the “"Shares" or "Common Stock"), subject to possible increase to up to 1,653,125 Shares”), in a subscription offering (the “"Subscription Offering") to (1i) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30Association on October 31, 2008 1995 ("Eligible Account Holders"), (2ii) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Association's Employee Stock Ownership Plan (the “"ESOP"), (3iii) depositors in the Association on December 31, 1996 ("Supplemental Eligible Account Holders"), (iv) members of the Bank with Qualifying Deposits Association other than Eligible Account Holders and Supplemental Eligible Account Holders as of ___________ , 1997 (“Supplemental Eligible Account Holders”"Other Members"), and (4v) Other Members employees, officers and directors of the MHC as defined in the PlanAssociation. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a community offering (the “"Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the "Subscription and Community Offering”) "), conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered ("Other Subscribers"), with a preference given first to natural persons residing who reside in Shelby County, Ohio ("Local Community") (all such offerees being referred to in the State of Marylandaggregate as "Eligible Offerees"). It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Association may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. "Conversion." The Company has filed with the Securities and Exchange Commission (the “"Commission") a registration statement Registration Statement on Form S-1 (File No. __________) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act"), and has filed such amendments thereof thereto, if any, and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC The Association has filed with the Office of Thrift Supervision (the “"OTS") an Application For for Approval of Conversion on Form AC (the “Form AC”"Conversion Application"), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”)Prospectus, and has filed such amendments thereto thereto, if any, as may have been required by the OTSOTS pursuant to the Home Owners' Loan Act, as amended ("HOLA"), and 12 C.F.R. Part 563b ("Conversion Regulations"). The Form AC Conversion Application has been approved by the OTS and the related Prospectus and proxy statement has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)lapplication on Form H-(e) 1-S (the “"Holding Company Application”) "), and has filed such amendments thereto as may have been required by the OTS, to become a registered savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

Appears in 1 contract

Samples: Agency Agreement (Peoples Sidney Financial Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!