EXHIBIT 8.2
[LETTERHEAD APPEARS HERE]
June 22, 2000
Board of Directors
Xxxxxx Financial, Inc.
Xxxxxx Savings Bank
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Re: Plan of Conversion and Reorganization; Agreement and Plan of
Reorganization: Subscription Rights
New Xxxxxx Financial, Inc. and Xxxxxx Financial, Inc.
-----------------------------------------------------
Gentlemen:
All capitalized terms not otherwise defined in this letter have the
meanings given such terms in the Pan of Conversion and Reorganization (the
"Plan") adopted by Xxxxxx Financial, MHC ("Xxxxxx MHC") and an Agreement and
Plan of Reorganization (the "Agreement"), adopted by the Boards of Directors of
New Xxxxxx Financial, Inc. ("New Xxxxxx"), Xxxxxx Financial, Inc. ("Xxxxxx
Financial"), Xxxxxx Savings Bank ("Xxxxxx Savings"), Xxxxxx, MHC and York
Financial Corp. and York Federal Savings and Loan Association. Pursuant to the
Plan and the Agreement: (1) each of Xxxxxx Savings, Xxxxxx Financial and Xxxxxx
MHC will convert from state charters to federal charters; (2) Xxxxxx Financial
will convert to an interim federal stock savings bank and merge with and into
Xxxxxx Savings, with Xxxxxx Savings being the surviving entity; (3) Xxxxxx MHC,
which currently owns the majority interest in Xxxxxx Financial, will convert to
an interim federal stock savings bank and merge with and into Xxxxxx Savings,
with Xxxxxx Savings being the surviving entity and the outstanding Xxxxxx
Financial common stock held by Xxxxxx MHC will be cancelled; (4) New Xxxxxx will
have been formed as a wholly-owned subsidiary of Xxxxxx Savings; (5) an interim
federal stock savings bank will be formed as a wholly-owned subsidiary of New
Xxxxxx and merge with and into Xxxxxx Savings with the result that Xxxxxx
Savings will become a wholly-owned subsidiary of New Xxxxxx; (6) the
outstanding public shares of Xxxxxx Financial will be exchanged for shares of
New Xxxxxx pursuant to an exchange ratio that will result in the holders of such
shares owning in the aggregate approximately the same percentage of New Xxxxxx
as they currently own; and (7) New Xxxxxx will acquire York Financial pursuant
to the Agreement. In connection with the acquisition, York Financial will merge
with and into New Xxxxxx, and York Financial's wholly-owned subsidiary, York
Federal Savings and Loan Association ("York Federal") will merge with and into
Xxxxxx Savings. The separate corporate existence of both York Financial and
York Federal will therefore cease to exist.
We understand that in accordance with the Plan and Agreement, subscription
rights to purchase shares of common stock in Xxxxxx Financial are to be issued
to: (1) Eligible Account Holders; (2) The Tax-Qualified Employee Benefit Plans;
(3) Supplemental Eligible Account Holders; and (4) Other Depositors. Based
solely upon our observation that the subscription rights will be available to
such parties without cost, will be legally non-transferable and of short
duration, and will afford such parties the right only to purchase shares of
common stock at the same price as will be paid by members of the general public
in the community offering, but without undertaking any independent investigation
of state or federal law or the position of the Internal Revenue Service with
respect to this issue, we are of the belief that, as a factual matter:
RP Financial, LC.
Board of Directors
June 22, 2000
Page 2
(1) the subscription rights will have no ascertainable market value; and,
(2) the price at which the subscription rights are exercisable will not be
more or less than the pro forma market value of the shares upon
issuance.
Changes in the local and national economy, the legislative and regulatory
environment, the stock market, interest rates, and other external forces (such
as natural disasters or significant world events) may occur from time to time,
often with great unpredictability and may materially impact the value of thrift
stocks as a whole or New Xxxxxx' value alone. Accordingly, no assurance can be
given that persons who subscribe to shares of common stock in the subscription
offering will thereafter be able to buy or sell such shares at the same price
paid in the subscription offering.
Sincerely,
RP FINANCIAL, LC.
/s/ RP FINANCIAL, LC.
