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File Pursuant to Rule 424(b)(3)
Registration No. 333-12855
PROSPECTUS SUPPLEMENT
(to Prospectus dated November 12, 1996)
FIRSTFED AMERICA BANCORP, INC.
(Proposed Holding Company for First Federal Savings Bank of America)
Offer to Sell Up to 7,015,000 Shares of Common Stock
INTRODUCTION
This prospectus supplement (the "Prospectus Supplement") supplements the
prospectus dated November 12, 1996 (the "Prospectus") which was previously
distributed regarding the offering by FIRSTFED AMERICA BANCORP, INC. (the
"Company") of up to 7,015,000 shares of its common stock, $.01 par value per
share (the "Common Stock"), in connection with the conversion of First Federal
Savings Bank of America, Fall River, Massachusetts (the "Bank") to a federally
chartered stock savings bank pursuant to the Bank's plan of conversion, as
amended (the "Plan" or "Plan of Conversion"). Pursuant to the Plan, the
Company intends to establish The FIRSTFED Charitable Foundation (the
"Foundation"), a charitable organization dedicated to the promotion of
charitable purposes within the communities in which the Bank operates which will
be funded with 8% of the stock sold in the conversion. The simultaneous
conversion of the Bank to stock form, issuance of the Bank's common stock to
FIRSTFED AMERICA BANCORP, INC., establishment and funding of the Foundation, and
the offer and sale of the Common Stock by FIRSTFED AMERICA BANCORP, INC., all
pursuant to the Plan, is referred to herein as the "Conversion."
The Office of Thrift Supervision ("OTS"), the Bank's primary banking
regulator, determined on December 17, 1996, by Order No. 96-123, to revise its
prior approval of the Conversion issued on November 12, 1996 (the "Revised OTS
Approval") to remove its approval of the provisions of the Plan of Conversion
which provided Eligible Account Holders, Supplemental Eligible Account Holders
and Other Members that resided in the Bank's Local Community as of the
Eligibility Record Date, Supplemental Eligibility Record Date and Voting Record
Date, which ever may be applicable, with a stock subscription priority over
those Eligible Account Holders, Supplemental Eligible Account Holders and Other
Members who did not reside in the Bank's Local Community as of such applicable
dates (such stock subscription priority is hereinafter referred to as the "Local
Member Preference"). It is the Bank's and Company's opinion that the OTS action
of December 17, 1996 was not the result of any act or omission on the part of
the Bank, the Company or its agents. The Bank was advised that OTS took the
action because of its determination that it would need to conduct further
analysis in order to develop an adequate record on the reasonableness of the
Local Member Preference. In response to the Revised OTS Approval, the Board of
Directors amended the Plan to remove the Local Member Preference and, pursuant
to the terms of the Revised OTS Approval, the Bank is: 1) providing members of
the Bank who are eligible to vote at the Special Meeting and who have previously
voted by proxy with the opportunity to revise their vote; 2) extending the
Subscription Offering to January 10, 1997; and 3) providing subscribers who have
previously submitted orders for Common Stock an opportunity to rescind or modify
their orders (hereinafter referred to as the "Resolicitation Subscription
Offering"). For a discussion of the terms of the Revised OTS Approval, see
"Petition to Review the OTS Approval and Revised OTS Approval."
Pursuant to the Resolicitation Subscription Offering, all subscribers who
have previously subscribed for Common Stock must confirm, increase, decrease or
cancel their original subscription orders (hereinafter referred to as a
"Resolicitation Purchase Order"). Each such subscriber's Resolicitation
Purchase Order must be received by 5:00 p.m., Fall River time, on January 10,
1997 (the "Resolicitation Expiration Date") unless such date is extended by the
Bank and Company with the approval of the OTS, if necessary. The Resolicitation
Subscription Offering will also provide all Eligible Account Holders,
Supplemental Eligible Account Holders, Other Members and community members who
have not yet subscribed for Common Stock with the opportunity to subscribe for
Common Stock by returning a Stock Order Form and Certification Form to the Bank
at any branch office of the Bank or the Bank's Conversion Center by 5:00 p.m.
Fall River time on the Resolicitation Expiration Date. A SUBSCRIBER WHO HAS
PREVIOUSLY SUBMITTED A STOCK ORDER FORM AND WHO WISHES TO CONFIRM OR CHANGE HIS
OR HER ORDER MUST COMPLETE AND RETURN THE ENCLOSED ELECTION FORM SO THAT IT IS
RECEIVED AT ANY BRANCH OFFICE OF THE BANK OR AT THE BANK'S CONVERSION CENTER
PRIOR TO 5:00 P.M. ON THE RESOLICITATION EXPIRATION DATE. ANY SUBSCRIBER WHO
HAS PREVIOUSLY SUBMITTED A STOCK ORDER AND WHO DOES NOT COMPLETE AND RETURN THE
ENCLOSED ELECTION FORM WILL HAVE HIS OR HER ORIGINAL SUBSCRIPTION ORDER
CANCELLED AND ALL FUNDS PROMPTLY RETURNED WITH INTEREST. The period from the
date of this Prospectus Supplement to the Resolicitation Expiration Date is
referred to as the "Resolicitation Period."
THIS PROSPECTUS SUPPLEMENT INCORPORATES THE INFORMATION CONTAINED IN THE
PROSPECTUS DATED NOVEMBER 12, 1996 AND SHOULD BE READ IN CONJUNCTION WITH SUCH
PROSPECTUS. ALL CAPITALIZED TERMS NOT DEFINED HEREIN SHALL HAVE THE MEANING SET
FORTH IN THE PROSPECTUS. TO THE EXTENT ANY OF THE INFORMATION PRESENTED HEREIN
CONFLICTS WITH INFORMATION IN THE PROSPECTUS, THE INFORMATION CONTAINED HEREIN
SHALL SUPERSEDE ANY CONTRARY INFORMATION IN THE PROSPECTUS.
The date of this Prospectus Supplement is December 19, 1996
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THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS
ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE BANK INSURANCE FUND, THE
SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY NOR IS THE
COMMON STOCK INSURED OR GUARANTEED BY THE COMPANY OR THE BANK. THE COMMON STOCK
OFFERED HEREBY IS SUBJECT TO INVESTMENT RISK,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL INVESTED.
REASONS FOR THE AMENDMENT OF THE PLAN AND RESOLICITATION
ORIGINAL OTS ORDER OF APPROVAL OF THE PLAN OF CONVERSION
On November 12, 1996, by Order No. 96-108, the OTS approved the Bank's
application to convert from a federally chartered mutual savings bank to a
federally chartered stock savings bank (the "Original OTS Approval"). The
Original OTS Approval approved the Bank's Plan of Conversion, which included
provisions providing for the Local Member Preference. On such date, by Order No.
96-109, the OTS also approved the acquisition of the Bank by the Company in
connection with the Conversion. In reliance upon such approvals, the Bank and
Company established various dates applicable to the Special Meeting, established
various dates applicable to the commencement and expiration of the Subscription
and Community Offerings and distributed and made available the proxy
solicitation and stock offering materials, including the Prospectus and Proxy
Statement.
PETITION TO REVIEW THE OTS APPROVAL AND REVISED OTS APPROVAL
On December 9, 1996, the Thrift Depositors of America, Inc. ("TDA"),
the members of which the Bank believes may be depositors of the Bank who do not
reside in the Bank's Local Community, filed a petition for review of the
Original OTS Approval in the U.S. Court of Appeals for the District of Columbia
Circuit, No. 96-1467. Although the petition did not set forth the basis for
TDA's request for review of the Original OTS Approval, the OTS was advised by
the TDA that the TDA objected to the Local Member Preference. The TDA further
advised the OTS that if the OTS revised its approval to remove its approval of
the Local Member Preference that the TDA would dismiss the petition for review.
On December 13, 1996, the OTS notified the Bank that the OTS had reviewed its
internal administrative record and determined that the OTS would need to conduct
further analysis of the Local Member Preference in the Plan of Conversion in
order to develop an adequate administrative record on the reasonableness of the
provisions which comprised the Local Member Preference. The OTS notice further
stated that the OTS would issue a new order of approval, to be effective
December 17, 1996, amending the Original OTS Approval and would require the Bank
to amend the Plan of Conversion to remove the Local Member Preference before
consummating the Conversion. The Bank then requested the OTS to reconsider its
determination to issue the Revised OTS Approval.
By Order No. 96-123, which was issued on December 17, 1996, the OTS
issued the Revised OTS Approval which withdrew the approval of the Local Member
Preference provisions in the Plan of Conversion embodied in the Original OTS
Approval and provided that if the Bank determines to proceed with the Conversion
that the Bank will be required to: 1) promptly amend the Plan to delete the
Local Member Preference; 2) not utilize any Local Member Preference for filling
subscriptions for shares offered in connection with the Conversion; 3) provide
its members with appropriate disclosure regarding the deletion of the Local
Member Preference from the Plan and the opportunity to change or revoke
previously submitted proxies; 4) provide each subscriber and each ordering
person with appropriate disclosure regarding the deletion of the Local Member
Preference from the Plan and the opportunity to
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increase, decrease or rescind their orders for Common Stock; and 5) promptly
file with the OTS an amended Plan of Conversion and additional proxy soliciting
and stock offering materials.
On December 18, 1996, the TDA and the OTS filed a stipulation of
voluntary dismissal of the TDA petition for review of the Original OTS Approval,
with prejudice, thereby terminating the proceedings filed by the TDA in the U.S.
Court of Appeals for the District of Columbia Circuit.
RESPONSE OF THE BOARD OF DIRECTORS OF THE BANK
As a result of the OTS determination that it would need to conduct
further analysis in order to develop an adequate record on the reasonableness of
the Local Member Preference and its issuance of the Revised OTS Approval, the
Board of Directors of the Bank determined that it would be in the best interest
of the Bank, its members and the communities served by the Bank, to proceed with
the Conversion by amending the Plan to remove the Local Member Preference and
comply with the other terms of the Revised OTS Approval. In reaching its
determination regarding the action the Bank should take in response to the
Revised OTS Approval, the Board considered various factors, including the effect
of taking action against the OTS for its failure to properly process the Bank's
Conversion application, the effect of the termination of the Plan, the costs
associated with the implementation of the Plan incurred by the Bank and Company
to date, the effect of proceeding with the Plan with a Local Member Preference
and the attendant costs and delays associated with preparing new regulatory
applications and proxy soliciting and stock offering materials and the market
risks involved with such delays. After such consideration, the Board determined
to that it would be in the best interests of the Bank, its members and the
communities it serves to amend the Plan in accordance with the Revised OTS
Approval and abide by the other requirements of the Revised OTS Approval. Such
amendment to the Plan was approved by the OTS on December 19, 1996.
AMENDMENT TO THE PLAN OF CONVERSION
GENERAL
On December 18, 1996, the Plan of Conversion was amended to remove the
provisions in the Plan which provided for the Local Member Preference in the
event of an oversubscription of the Subscription and Community Offerings.
Specifically, Eligible Account Holders, Supplemental Eligible Account Holders
and Other Members who resided in the counties in which the Bank maintains a
branch office or a loan origination office and all contiguous counties (which
consist of the Massachusetts Counties of Bristol, Plymouth, Barnstable,
Middlesex, Worcester, Hampden and Norfolk and the Rhode Island Counties of
Bristol, Newport, Washington, Kent and Providence) will now be treated on an
equal basis as all other Eligible Account Holders, Supplemental Eligible Account
Holders and Other Members. Whether such change to the Plan of Conversion will
have any relevance to any individual subscriber will depend on various factors,
including the amount of valid subscriptions for Common Stock received by the
Bank, the amount of stock that such subscriber has ordered, amount of such
subscriber's deposit accounts with the Bank as of the applicable date and the
final pricing of the Common Stock to be issued in the Conversion as determined
by the final appraisal of Keller & Co., Inc. and approved by the OTS. To the
extent that an oversubscription for Common Stock does not occur, the Bank and
the Company do not believe such amendment would have any effect on the
allocation of Common Stock among Eligible Account Holders, Supplemental Eligible
Account Holders or Other Members.
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REVISION OF SUBSCRIPTION PRIORITIES
As a result of the new terms of the Plan, the Plan provides for
subscription priorities as follows:
Priority 1: Eligible Account Holders. Each Eligible Account Holder
will receive, without payment therefor, first priority, nontransferable
subscription rights to subscribe for in the Subscription Offering up to the
greater of the amount permitted to be purchased in the Community Offering,
currently $300,000 of Common Stock, one-tenth of one percent (.10%) of the total
offering of shares of Common Stock or fifteen times the product (rounded down to
the next whole number) obtained by multiplying the total number of shares of
Common Stock to be issued by a fraction of which the numerator is the amount of
the Eligible Account Holder's Qualifying Deposit (defined by the Plan as any
deposit account in the Bank with a balance of $50 or more as of June 30, 1995)
and the denominator is the total amount of Qualifying Deposits of all Eligible
Account Holders, in each case on the Eligibility Record Date, subject to the
overall purchase limitation and exclusive of an increase in the shares issued
pursuant to an increase in the Estimated Price Range of up to 15%.
In the event that Eligible Account Holders exercise subscription rights
for a number of shares in excess of the total number of shares eligible for
subscription, the shares will be allocated so as to permit each subscribing
Eligible Account Holder to purchase a number of shares sufficient to make his
total allocation equal to the lesser of 100 shares or the number of shares
subscribed for. Thereafter, unallocated shares will be allocated among the
remaining subscribing Eligible Account Holders whose subscriptions remain
unfilled in the proportion that the amounts of their respective eligible
deposits bear to the total amount of eligible deposits of all remaining Eligible
Account Holders whose subscriptions remain unfilled, exclusive of any increase
in the shares issued pursuant to an increase in the Estimated Price Range of up
to 15%.
To ensure proper allocation of stock, each Eligible Account Holder must
list on his subscription order form all accounts in which he has an ownership
interest. Failure to list an account could result in less shares being allocated
than if all accounts had been disclosed. The subscription rights of Eligible
Account Holders who are also Directors or Officers of the Bank or their
associates will be subordinated to the subscription rights of other Eligible
Account Holders to the extent attributable to increased deposits in the 12
months preceding June 30, 1995.
Priority 2: Employee Stock Ownership Plan. To the extent that there
are sufficient shares remaining after satisfaction of the subscriptions by
Eligible Account Holders, the ESOP will receive, without payment therefor,
second priority, nontransferable subscription rights to purchase, in the
aggregate, up to 10% of Common Stock issued in the Conversion, including shares
contributed to the Foundation and any increase in the number of shares of Common
Stock to be issued in the Conversion after the date hereof as a result of an
increase of up to 15% in the maximum of the Estimated Price Range. The ESOP
intends to purchase 8% of the shares to be issued in the Conversion, including
shares issued to the Foundation, or 447,984 shares and 606,096 shares, based on
the issuance of 5,599,800 shares and 7,576,200 shares, respectively.
Subscriptions by the ESOP will not be aggregated with shares of Common Stock
purchased directly by or which are otherwise attributable to any other
participants in the Subscription and Community Offerings, including
subscriptions of any of the Bank's directors, officers, employees or associates
thereof.
Priority 3: Supplemental Eligible Account Holders. To the extent
there are sufficient shares remaining after satisfaction of subscriptions by
Eligible Account Holders and ESOP, each Supplemental Eligible Account Holder
will receive, without payment therefor, third priority, nontransferable
subscription rights to subscribe for in the Subscription Offering up to the
greater of the amount permitted to be
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purchased in the Community Offering, currently $300,000 of Common Stock, one-
tenth of one percent (.10%) of the total offering of shares of Common Stock or
fifteen times the product (rounded down to the next whole number) obtained by
multiplying the total number of shares of Common Stock to be issued by a
fraction of which the numerator is the amount of the Supplemental Eligible
Account Holder's Qualifying Deposit and the denominator is the total amount of
Qualifying Deposits of all Supplemental Eligible Account Holders, in each case
on the Supplemental Eligibility Record Date, subject to the overall purchase
limitation and exclusive of an increase in the shares issued pursuant to an
increase in the Estimated Price Range of up to 15%.
In the event Supplemental Eligible Account Holders exercise
subscription rights for a number of shares in excess of the total number of
shares eligible for subscription, the shares will be allocated so as to permit
each subscribing Supplemental Eligible Account Holder, to the extent possible,
to purchase a number of shares sufficient to make his total allocation equal to
the lesser of 100 shares or the number of shares subscribed for. Thereafter,
unallocated shares will be allocated among the remaining subscribing
Supplemental Eligible Account Holders whose subscriptions remain unfilled in the
proportion that the amounts of their respective eligible deposits bear to the
total amount of eligible deposits of all remaining Supplemental Eligible Account
Holders whose subscriptions remain unfilled, exclusive of any increase in the
shares issued pursuant to an increase in the Estimated Price Range of up to 15%.
To ensure proper allocation of stock, each Supplemental Eligible
Account Holder must list on his or her subscription order form all accounts in
which he has an ownership interest. Failure to list an account could result in
less shares being allocated than if all accounts had been disclosed. The
subscription rights received by Eligible Account Holders will be applied in
partial satisfaction to the subscription rights to be received as a Supplemental
Eligible Account Holder.
Priority 4: Other Members. To the extent that there are sufficient
shares remaining after satisfaction of subscriptions by Eligible Account
Holders, the ESOP and Supplemental Eligible Account Holders, each Other Member
will receive, without payment therefor, fourth priority nontransferable
subscription rights to subscribe for Common Stock in the Subscription Offering
up to the greater of the amount permitted to be purchased in the Community
Offering, currently $300,000 of Common Stock, or one-tenth of one percent (.10%)
of the total offering of shares of Common Stock, subject to the overall purchase
limitation and exclusive of an increase in shares issued pursuant to an increase
in the Estimated Price Range of up to 15%.
In the event Other Members exercise subscription rights for a number of
shares in excess of the total number of shares eligible for subscription, the
shares will be allocated so as to permit each subscribing Other Member, to the
extent possible, to purchase a number of shares sufficient to make his total
allocation equal to the lesser of 100 shares or the number of shares subscribed
for. Thereafter, unallocated shares will be allocated among the remaining
subscribing Other Members whose subscriptions remain unfilled on a pro rata
basis in the same proportion as a subscribing Other Member's total votes on the
Voting Record Date for the Special Meeting bears to the total votes of all
subscribing Other Members on such date.
PROCEDURE FOR CHANGING STOCK SUBSCRIPTIONS DURING
THE RESOLICITATION PERIOD
Due to the issuance of the Revised OTS Order and amendment of the Plan
of Conversion, the Bank and Company are conducting the Resolicitation
Subscription Offering whereby it is resoliciting orders from all persons who
subscribed for shares of Common Stock, and whose orders were valid and would
have been accepted by the Bank and Company, in the Subscription and Community
Offerings.
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Thus, the Company is hereby offering to all subscribers who have previously
submitted valid orders in the Subscription and Community Offerings the
opportunity to confirm their original orders, to increase or decrease the number
of shares subscribed for or to cancel their original orders. Each subscriber,
regardless of his or her original order, must now: (1) confirm his or her order
for the number of shares indicated on his or her previously submitted Stock
Order Form; (2) increase the number of shares subscribed for, subject to the
maximum purchase limitations; (3) decrease the number of shares subscribed for,
with any excess payment to be refunded promptly or any excess authorization for
withdrawal to be cancelled promptly; or (4) cancel his or her order in its
entirety, with any payment to be refunded with interest thereon and any
authorization for withdrawal to be cancelled promptly.
A subscriber who wishes to confirm, cancel, increase or decrease his or
her original order as provided herein must return a duly completed Election Form
(with any additional payment or withdrawal authorization as required due to an
increase in the payment required for the number of shares ordered over the
amount previously paid) to the Bank's Conversion Center by 5:00 p.m. Fall River
time, on the Resolicitation Expiration Date (January 10, 1997). An executed
Election Form once received may not be modified, amended or rescinded prior to
the Resolicitation Expiration Date without the consent of the Bank. The Bank may
extend the Resolicitation Period or the period in which it must complete the
sale of the Common Stock, if permitted by applicable regulatory authorities, or
it may waive or permit correction of any incomplete or improperly executed
Election Form. IF THE SUBSCRIBER WHO HAVE PREVIOUSLY SUBMITTED A STOCK ORDER
FORM DOES NOT RETURN A COMPLETED ELECTION FORM OR IF IT IS RECEIVED BY THE
COMPANY OR BANK AFTER THE RESOLICITATION EXPIRATION DATE, SUCH SUBSCRIBER'S
ORIGINAL ORDER WILL BE CANCELLED AUTOMATICALLY AND HIS OR HER FUNDS WILL BE
RETURNED PROMPTLY WITH INTEREST.
Any necessary payment for additional subscribed shares may be made: (1)
in cash if delivered in person at any branch office of the Bank; (2) by check or
money order; or (3) by authorization of withdrawal from deposit accounts
maintained with the Bank. Interest will continue to be paid on subscriptions
made by check, money order or in cash at the Bank's passbook rate of interest
from the date the payment is received by the Bank until the completion or
termination of the Conversion. If payment is made by authorization of withdrawal
from deposit accounts, the funds authorized to be withdrawn will continue to
accrue interest at the contractual rates until completion or termination of the
Conversion, but a hold will be placed on such funds, thereby making them
unavailable to the depositor, until completion or termination of the Conversion.
Appropriate means by which such withdrawals may be authorized are contained in
the Election Form. A subscriber who pays for additional shares by cash, check,
bank draft or money order will earn interest on those funds at the Bank's
passbook rate of interest from the date the order is received by the Bank until
completion or termination of the Conversion. Payments authorized by withdrawal
from deposit accounts at the Bank will continue to earn interest at the
contractual rate until completion or termination of the Conversion.
PROCEDURE FOR PLACING AN ORIGINAL ORDER FOR
COMMON STOCK DURING THE RESOLICITATION PERIOD
Pursuant to the Resolicitation Subscription Offering, the Bank and
Company are also giving Eligible Account Holders, Supplemental Eligible Account
Holders, Other Members and community members who have not yet subscribed for
Common Stock an opportunity to subscribe for Common Stock during the
Resolicitation Period. The original Subscription Offering is scheduled to expire
on December 20, 1996 at 5:00 p.m., Fall River time. However, due to the
Resolicitation Subscription Offering, Eligible Account Holders, Supplemental
Eligible Account Holders, Other Members and community members who
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desire to subscribe for Common Stock may do so by reviewing the stock offering
materials, including the Prospectus and the Prospectus Supplement, and
completing and returning the enclosed Stock Order Form and Certification Form to
the Bank at any branch office of the Bank or the Bank's Conversion Center by
5:00 p.m., Fall River time, on the Resolicitation Expiration Date (January 10,
1997).
PURCHASE AND TIMING LIMITATIONS
Except for the ESOP, which intends to subscribe for up to 8% of the
Common Stock issued in connection with the Conversion, including shares issued
to The FIRSTFED Charitable Foundation, no Eligible Account Holder, Supplemental
Eligible Account Holder or Other Member may, in their respective capacities as
such, purchase in the Subscription Offering more than $300,000 of Common Stock;
no person, together with associates of and persons acting in concert with such
person, may purchase in the Community Offering and the Syndicated Community
Offering more than $300,000 of Common Stock; and no person, together with
associates of and persons acting in concert with such person, may purchase in
the aggregate more than the overall maximum purchase limitation of 1.0% of the
total number of shares of Common Stock offered in the Conversion; provided,
however, that the overall maximum purchase limitation may be increased and the
amount that may be subscribed for may be increased or decreased in the sole
discretion of the Bank or the Company without further approval of the Bank's
members. The minimum purchase is 25 shares of Common Stock.
To ensure that each purchaser receives a Prospectus and Prospectus
Supplement at least 48 hours prior to the Resolicitation Expiration Date in
accordance with Rule 15c2-8 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), no Prospectus or Prospectus Supplement will be mailed any
later than five days prior to the Resolicitation Expiration Date or hand
delivered any later than two days prior to such date. Stock order forms will
only be distributed with a Prospectus and Prospectus Supplement. The Bank and
Company are not obligated to accept for processing orders not submitted on
original stock order forms. Stock order forms unaccompanied by an executed
certification form will not be accepted. Payment by check, money order, bank
draft, cash or debit authorization to an existing account at the Bank must
accompany the stock order and certification forms. No wire transfers will be
accepted.
TIME PERIOD TO COMPLETE THE CONVERSION
OTS regulations provide that the sale of the Common Stock must be
completed by February 3, 1997, unless such date is extended by the OTS. The Bank
and the Company have not requested an extension of such date to complete the
Conversion. If the Conversion is not completed by February 3, 1997, either all
funds received will be returned with interest and withdrawal authorizations
cancelled or, if the Bank requests, and the OTS grants an extension of such
period, all subscribers will again be given the right to confirm, increase,
decrease or cancel their subscriptions at any time prior to 20 days before the
end of the extension period. Such extensions may not go beyond December 30,
1998.
UNTIL JANUARY 28, 1997 OR 25 DAYS AFTER COMMENCEMENT OF THE SYNDICATED
COMMUNITY OFFERING, IF ANY, WHICHEVER IS LATER, ALL DEALERS EFFECTING
TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS
DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS SUPPLEMENT ACCOMPANIED BY
A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS SUPPLEMENT ACCOMPANIED BY A PROSPECTUS WHEN ACTING AS UNDERWRITERS
AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
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