<PAGE>
As filed with the Securities and Exchange Commission on September 17, 1997
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
(INCLUDING EXHIBITS)
TIMBERLAND BANCORP, INC.
--------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Washington 6036 Applied For
- ------------------------------- ----------------- ----------------
(State or other jurisdiction of (Primary SICC No.) (I.R.S. Employer
incorporation or organization) Identification No.)
624 SIMPSON AVENUE
HOQUIAM, WASHINGTON 98550
(360) 533-4747
--------------------------------------------------------------------
(Address and telephone number of principal executive offices)
John F. Breyer, Jr., Esquire
Victor L. Cangelosi, Esquire
BREYER & AGUGGIA
Suite 470 East
1300 I Street, N.W.
Washington, D.C. 20005
-------------------------------------------
(Name and address of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
===============================================================================================================================
Calculation of Registration Fee
===============================================================================================================================
Title of Each Class of Securities Proposed Maximum Proposed Offering Proposed Maximum Amount of
Being Registered Amount Being Price(1) Aggregate Offering Registration Fee
Registered(1) Price(1)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 Par Value 6,612,500 $10.00 $66,125,000 $20,038
Participation interests 196,945 -- -- (2)
===============================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee. As
described in the Prospectus, the actual number of shares to be issued and sold
are subject to adjustment based upon the estimated pro forma market value of
the registrant and market and financial conditions.
(2) The securities of Timberland Bancorp, Inc., to be purchased by the
Timberland Savings Bank, SSB 401(k) Plan are included in the amount shown for
Common Stock. Accordingly, pursuant to Rule 457(h) of the Securities Act of
1933, as amended, no separate fee is required for the participation interests.
Pursuant to such rule, the amount being registered has been calculated on the
basis of the number of shares of Common Stock that may be purchased with the
current assets of such Plan.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Cross Reference Sheet showing the location in the Prospectus
of the Items of Form S-1
<TABLE>
<CAPTION>
<S> <C> <C>
1. Forepart of the Registration Forepart of the Registration Statement;
Statement and Outside Front Outside Front Cover Page
Cover of Prospectus
2. Inside Front and Outside Back Inside Front Cover Page; Outside Back
Cover Pages of Prospectus Cover Page
3. Summary Information, Risk Factors Prospectus Summary; Risk Factors
and Ratio of Earnings
to Fixed Charges
4. Use of Proceeds Use of Proceeds; Capitalization
5. Determination of Offering Price Market for Common Stock
6. Dilution *
7. Selling Security Holders *
8. Plan of Distribution The Conversion
9. Description of Securities to be Description of Capital Stock
Registered
10. Interests of Named Experts and Legal and Tax Opinions; Experts
Counsel
11. Information with Respect to the
Registrant
(a) Description of Business Business of the Holding Company;
Business of the Savings Bank
(b) Description of Property Business of the Savings Bank -- Properties
(c) Legal Proceedings Business of the Savings Bank -- Legal
Proceedings
(d) Market Price of and Dividends Outside Front Cover Page; Market for
on the Registrant's Common Equity Common Stock; Dividend Policy
and Related Stockholder Matters
(e) Financial Statements Financial Statements; Pro Forma Data
(f) Selected Financial Data Selected Financial and Other Data
(g) Supplementary Financial *
Information
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(h) Management's Discussion and Management's Discussion and Analysis of
Analysis of Financial Condition Financial Condition and Results of Operations
and Results of Operations
(i) Changes in and Disagreements *
with Accountants on Accounting
and Financial Disclosure
(j) Directors and Executive Management of the Holding Company;
Officers Management of the Savings Bank
(k) Executive Compensation Management of the Holding Company; Management of
the Savings Bank -- Benefits -- Executive Compensation
(l) Security Ownership of Certain *
Beneficial Owners and Management
(m) Certain Relationships and Management of the Savings Bank -- Transactions with
Related Transactions the Savings Bank
12. Disclosure of Commission Position Part II - Item 17
on Indemnification for Securities
Act Liabilities
</TABLE>
- ----------------
*Item is omitted because answer is negative or item inapplicable.
<PAGE>
PROSPECTUS SUPPLEMENT
TIMBERLAND BANCORP, INC.
TIMBERLAND SAVINGS BANK, SSB
PROFIT SHARING PLAN
This Prospectus Supplement relates to the offer and sale to participants
("Participants") in the Timberland Savings Bank, SSB Profit Sharing Plan ("Plan"
or "Profit Sharing Plan") of participation interests and shares of Timberland
Bancorp, Inc. common stock, par value $.01 per share ("Common Stock"), as set
forth herein.
In connection with the proposed conversion of Timberland Savings Bank,
SSB ("Savings Bank" or "Employer") from a Washington chartered mutual savings
bank to a state chartered stock savings bank, a holding company, Timberland
Bancorp, Inc. ("Holding Company"), has been formed. The simultaneous conversion
of the Savings Bank to stock form, the issuance of the Savings Bank's common
stock to the Holding Company and the offer and sale of the Holding Company's
Common Stock to the public are herein referred to as the "Conversion."
Applicable provisions of the Profit Sharing Plan permit the investment of the
Plan assets in Common Stock of the Holding Company at the direction of a Plan
Participant. This Prospectus Supplement relates to the election of a Participant
to direct the purchase of Common Stock in connection with the Conversion.
The Prospectus, dated _________, 1997, of the Holding Company
("Prospectus"), which is attached to this Prospectus Supplement, includes
detailed information with respect to the Conversion, the Common Stock and the
financial condition, results of operation and business of the Savings Bank and
the Holding Company. This Prospectus Supplement, which provides detailed
information with respect to the Plan, should be read only in conjunction with
the Prospectus. Terms not otherwise defined in this Prospectus Supplement are
defined in the Plan or the Prospectus.
A PARTICIPANT'S ELIGIBILITY TO PURCHASE COMMON STOCK IN THE CONVERSION
THROUGH THE PLAN IS SUBJECT TO THE PARTICIPANT'S GENERAL ELIGIBILITY TO PURCHASE
SHARES OF COMMON STOCK IN THE CONVERSION AND THE MAXIMUM AND MINIMUM LIMITATIONS
SET FORTH IN THE PLAN OF CONVERSION. SEE "THE CONVERSION" AND "-- LIMITATIONS ON
PURCHASES OF SHARES" IN THE PROSPECTUS.
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY EACH
PARTICIPANT, SEE "RISK FACTORS" IN THE PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION ("SEC"), THE WASHINGTON DEPARTMENT OF FINANCIAL
INSTITUTIONS, DIVISION OF BANKING ("DIVISION"), THE FEDERAL DEPOSIT INSURANCE
CORPORATION ("FDIC") OR ANY OTHER FEDERAL AGENCY OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SEC, THE DIVISION, THE FDIC OR ANY OTHER AGENCY OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is _________, 1997.
<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in the Prospectus or this Prospectus
Supplement in connection with the offering made hereby, and, if given or made,
such information and representations must not be relied upon as having been
authorized by the Holding Company, the Savings Bank or the Plan. This Prospectus
Supplement does not constitute an offer to sell or solicitation of an offer to
buy any securities in any jurisdiction to any person to whom it is unlawful to
make such offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus Supplement and the Prospectus nor any sale made hereunder shall
under any circumstances create any implication that there has been no change in
the affairs of the Savings Bank or the Plan since the date hereof, or that the
information herein contained or incorporated by reference is correct as of any
time subsequent to the date hereof. This Prospectus Supplement should be read
only in conjunction with the Prospectus that is attached herein and should be
retained for future reference.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
The Offering
Securities Offered..................................................... S-
Election to Purchase Common Stock in the Conversion.................... S-
Value of Participation Interests....................................... S-
Method of Directing Transfer........................................... S-
Time for Directing Transfer............................................ S-
Irrevocability of Transfer Direction................................... S-
Direction Regarding Common Stock After the Conversion.................. S-
Purchase Price of Common Stock......................................... S-
Nature of a Participant's Interest in the Common Stock................. S-
Voting and Tender Rights of Common Stock............................... S-
Description of the Plan
Introduction........................................................... S-
Eligibility and Participation.......................................... S-
Contributions Under the Plan........................................... S-
Limitations on Contributions........................................... S-
Investment of Contributions............................................ S-
The Employer Stock Fund................................................ S-
Benefits Under the Plan................................................ S-
Withdrawals and Distributions from the Plan............................ S-
Administration of the Plan............................................. S-
Reports to Plan Participants........................................... S-
Plan Administrator..................................................... S-
Amendment and Termination.............................................. S-
Merger, Consolidation or Transfer...................................... S-
Federal Income Tax Consequences........................................ S-
Restrictions on Resale................................................. S-
Legal Opinions............................................................... S-
Investment Form.............................................................. S-
</TABLE>
i
<PAGE>
THE OFFERING
SECURITIES OFFERED
The securities offered hereby are participation interests in the Plan and
up to _______ shares, at the actual purchase price of $10.00 per share, of
Common Stock which may be acquired by the Plan for the accounts of employees
participating in the Plan. The Holding Company is the issuer of the Common
Stock. Only employees and former employees of the Savings Bank and their
beneficiaries may participate in the Plan. Information with regard to the Plan
is contained in this Prospectus Supplement and information with regard to the
Conversion and the financial condition, results of operation and business of the
Savings Bank and the Holding Company is contained in the attached Prospectus.
The address of the principal executive office of the Savings Bank is 624 Simpson
Avenue, Hoquiam, Washington 98550. The Savings Bank's telephone number is
(360) 533-4747.
ELECTION TO PURCHASE COMMON STOCK IN THE CONVERSION
In connection with the Savings Bank's Conversion, each Participant in the
Profit Plan may direct the trustees of the Plan (collectively, the "Trustee") to
transfer up to __% of a Participant's _______________ account balance to a newly
created Employer Stock Fund and to use such funds to purchase Common Stock
issued in connection with the Conversion. Amounts transferred may include
salary deferral, matching and profit sharing contributions. The Employer Stock
Fund may consist of investments in the Common Stock made on or after the
effective date of the Conversion. Funds not transferred to the Employer Stock
Fund may be invested at the Participant's discretion in the other investment
options available under the Plan. See "DESCRIPTION OF THE PLAN -- INVESTMENT OF
CONTRIBUTIONS" below. A PARTICIPANT'S ABILITY TO TRANSFER FUNDS TO THE EMPLOYER
STOCK FUND IN THE CONVERSION IS SUBJECT TO THE PARTICIPANT'S GENERAL ELIGIBILITY
TO PURCHASE SHARES OF COMMON STOCK IN THE CONVERSION. FOR GENERAL INFORMATION
AS TO THE ABILITY OF THE PARTICIPANTS TO PURCHASE SHARES IN THE CONVERSION, SEE
"THE CONVERSION -- THE SUBSCRIPTION, DIRECT COMMUNITY AND SYNDICATED COMMUNITY
OFFERINGS" IN THE ATTACHED PROSPECTUS.
VALUE OF PARTICIPATION INTERESTS
The assets of the Plan are valued on an ongoing basis and each
Participant is informed of the value of his or her beneficial interest in the
Plan on a quarterly basis. This value represents the market value of past
contributions to the Plan by the Savings Bank and by the Participants and
earnings thereon, less previous withdrawals, and transfers from other plans.
METHOD OF DIRECTING TRANSFER
The last page of this Prospectus Supplement is an investment form to
direct a transfer to the Employer Stock Fund ("Investment Form"). If a
Participant wishes to transfer funds to the Employer Stock Fund to purchase
Common Stock issued in connection with the Conversion, the
S-1
<PAGE>
Participant should indicate that decision in Part 2 of the Investment Form. If
a Participant does not wish to make such an election, he or she does not need to
take any action.
TIME FOR DIRECTING TRANSFER
THE DEADLINE FOR SUBMITTING A DIRECTION TO TRANSFER AMOUNTS TO THE
EMPLOYER STOCK FUND IN ORDER TO PURCHASE COMMON STOCK ISSUED IN CONNECTION WITH
THE CONVERSION IS ___________, 1997. The Investment Form should be returned to
_________ at the Savings Bank no later than the close of business on such date.
IRREVOCABILITY OF TRANSFER DIRECTION
A Participant's direction to transfer amounts credited to such
Participant's account in the Plan to the Employer Stock Fund in order to
purchase shares of Common Stock in connection with the Conversion shall be
irrevocable. Participants, however, will be able to direct the sale of Common
Stock, as explained below.
DIRECTION REGARDING COMMON STOCK AFTER THE CONVERSION
It is not currently anticipated that Participants will be permitted to
transfer additional funds from their existing account balances to the Employer
Stock Fund following the Conversion. If Common Stock is sold, the proceeds will
be credited to the Participant's account and may be reinvested in the other
investment options available under the Plan. In addition, cash dividends, if
any, paid on the Common Stock may be invested in the Plan's other investment
options but may not be used to purchase additional shares of Common Stock.
Special restrictions may apply to purchases or sales directed by those
Participants who are executive officers, directors and principal stockholders of
the Holding Company who are subject to the provisions of Section 16(b) of the
Securities and Exchange Act of 1934, as amended ("Exchange Act"), or applicable
OTS regulations.
PURCHASE PRICE OF COMMON STOCK
The funds transferred to the Employer Stock Fund for the purchase of
Common Stock in connection with the Conversion will be used by the Trustee to
purchase shares of Common Stock. The price paid for such shares of Common Stock
will be the same price as is paid by all other persons who purchase shares of
Common Stock in the Conversion.
NATURE OF A PARTICIPANT'S INTEREST IN THE COMMON STOCK
The Common Stock purchased for an account of a Participant will be held
in the name of the Trustee of the Plan in the Employer Stock Fund. Any earnings,
losses or expenses with respect to the Common Stock, including dividends and
appreciation or depreciation in value, will be credited or debited to the
account and will not be credited to or borne by any other accounts.
S-2
<PAGE>
VOTING AND TENDER RIGHTS OF COMMON STOCK
The Trustee generally will exercise voting and tender rights attributable
to all Common Stock held by the Trust as directed by Participants with an
interest in the Employer Stock Fund. With respect to each matter as to which
holders of Common Stock have the right to vote, each Participant will be
allocated a number of voting instruction rights reflecting such Participant's
proportionate interest in the Employer Stock Fund. The percentage of shares of
Common Stock held in the Employer Stock Fund that are voted in the affirmative
or negative on each matter shall be the same percentage of the total number of
voting instruction rights that are exercised in either the affirmative or
negative, respectively.
DESCRIPTION OF THE PLAN
INTRODUCTION
The Savings Bank adopted the Plan effective October 1, 1987 as an
amendment and restatement of the Savings Bank's prior defined contribution
retirement plan.
The Savings Bank intends that the Plan, in operation, will comply with
the requirements under Section 401(a) of the Code. The Savings Bank will adopt
any amendments to the Plan that may be necessary to ensure the qualified status
of the Plan under the Code and applicable Treasury Regulations. The Savings Bank
has received a determination from the Internal Revenue Service ("IRS") that the
Plan is qualified under Section 401(a) of the Code.
EMPLOYEE RETIREMENT INCOME SECURITY ACT. The Plan is an "individual
account plan" other than a "money purchase pension plan" within the meaning of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). As
such, the Plan is subject to all of the provisions of Title I (Protection of
Employee Benefit Rights) and Title II (Amendments to the Internal Revenue Code
Relating to Retirement Plans) of ERISA, except the funding requirements
contained in Part 3 of Title I of ERISA, which by their terms do not apply to an
individual account plan (other than a money purchase pension plan). The Plan is
not subject to Title IV (Plan Termination Insurance) of ERISA. Neither the
funding requirements contained in Title IV of ERISA nor the plan termination
insurance provisions contained in Title IV will be extended to Participants or
beneficiaries under the Plan.
S-3
<PAGE>
APPLICABLE FEDERAL LAW REQUIRES THE PLAN TO IMPOSE SUBSTANTIAL
RESTRICTIONS ON THE RIGHT OF A PLAN PARTICIPANT TO WITHDRAW AMOUNTS HELD FOR HIS
OR HER BENEFIT UNDER THE PLAN PRIOR TO THE PARTICIPANT'S TERMINATION OF
EMPLOYMENT WITH THE SAVINGS BANK. A SUBSTANTIAL FEDERAL TAX PENALTY MAY ALSO BE
IMPOSED ON WITHDRAWALS MADE PRIOR TO THE PARTICIPANT'S ATTAINMENT OF AGE 59 1/2,
UNLESS A PARTICIPANT RETIRES AS PERMITTED UNDER THIS PLAN REGARDLESS OF WHETHER
SUCH A WITHDRAWAL OCCURS DURING HIS OR HER EMPLOYMENT WITH THE SAVINGS BANK OR
AFTER TERMINATION OF EMPLOYMENT.
REFERENCE TO FULL TEXT OF PLAN. THE FOLLOWING STATEMENTS ARE SUMMARIES OF
THE MATERIAL PROVISIONS OF THE PLAN. THEY ARE NOT COMPLETE AND ARE QUALIFIED IN
THEIR ENTIRETY BY THE FULL TEXT OF THE PLAN, WHICH IS FILED AS AN EXHIBIT TO THE
REGISTRATION STATEMENT FILED WITH THE SEC. COPIES OF THE PLAN ARE AVAILABLE TO
ALL EMPLOYEES BY FILING A REQUEST WITH THE PLAN ADMINISTRATOR. EACH EMPLOYEE IS
URGED TO READ CAREFULLY THE FULL TEXT OF THE PLAN.
ELIGIBILITY AND PARTICIPATION
Any employee of the Savings Bank is eligible to participate and will
become a Participant in the Plan following completion of one year of service
with the Savings Bank in which the employee completes at least 1,000 hours of
service. The Plan year is a fiscal year ending September 30 ("Plan Year").
Directors who are not employees of the Savings Bank are not eligible to
participate in the Plan.
During 1996, approximately __ employees participated in the Plan.
CONTRIBUTIONS UNDER THE PLAN
All contributions to the Plan are Employer contributions. The amount of
the contribution is discretionary and is determined annually by the Board of
Directors of the Savings Bank.
To receive an allocation of Employer contribution, a Participant must
complete at least one hour of service during the Plan Year if the Participant is
employed on the last day of the Plan Year. A Participant who terminated
employment during the Plan Year must complete at least 501 hours of service in
order to share in Employer contributions for the Plan Year.
LIMITATIONS ON CONTRIBUTIONS
LIMITATIONS ON ANNUAL ADDITIONS AND BENEFITS. Pursuant to the
requirements of the Code, the Plan provides that the amount of contributions
allocated to each Participant's Account during any Plan Year may not exceed the
lesser of 25% of the Participant's "Section 415 Compensation" for the Plan Year
or $30,000 (as adjusted under applicable Code provisions). A Participant's
"Section 415 Compensation" is a Participant's Compensation, excluding any amount
S-4
<PAGE>
contributed to the Plan under a salary reduction agreement or any employer
contribution to the Plan or to any other plan or deferred compensation or any
distributions from a plan of deferred compensation. In addition, annual
additions are limited to the extent necessary to prevent the limitations for the
combined plans of the Savings Bank from being exceeded. To the extent that
these limitations would be exceeded by reason of excess annual additions to the
Plan with respect to a Participant, the excess must be reallocated to the
remaining Participants who are eligible for an allocation of Employer
contributions for the Plan Year.
TOP-HEAVY PLAN REQUIREMENTS. If, for any Plan Year, the Plan is a Top-
Heavy Plan (as defined below), then (i) the Savings Bank may be required to make
certain minimum contributions to the Plan on behalf of non-key employees (as
defined below), and (ii) certain additional restrictions would apply with
respect to the combination of annual additions to the Plan and projected annual
benefits under any defined plan maintained by the Savings Bank.
In general, the Plan will be regarded as a "Top-Heavy Plan" for any Plan
Year, if as of the last day of the preceding Plan Year, the aggregate balance of
the accounts of all Participants who are key Employees exceeds 60% of the
aggregate balance of the Accounts of the Participants. "Key Employees"
generally include any employee, who at any time during the Plan Year or any
other the four preceding Plan Years, if (1) an officer of the Savings Bank
having annual compensation in excess of $60,000 who is in an administrative or
policy-making capacity, (2) one of the ten employees having annual compensation
in excess of $30,000 and owing, directly or indirectly, the largest interest in
the employer, (3) a 5% owner of the employer (i.e., owns directly or indirectly
----
more than 5% of the stock of the employer, or stock possessing more than 5% of
the total combined voting power of all stock of the employer), or (4) a 1% owner
of the employer having compensation in excess of $150,000.
INVESTMENT OF CONTRIBUTIONS
All amounts credited to Participant's Accounts under the Plan are held in
the Trust which is administered by the Trustee which is appointed by the Savings
Bank's Board of Directors. The Plan provides that a Participant may direct the
Trustee to invest all or a portion of his or her Accounts in various investment
options, as listed below. A Participant may periodically elect to change his or
her investment directions with respect to both past contributions and additions
to the Participant's accounts invested in these investment options in accordance
with rules established by the Trustee.
Under the Plan, the Accounts of a Participant held in the Trust will be
invested by the Trustee at the direction of the Participant in the following
portfolios:
Option A - Aggressive Fund
Option B - Balanced Fund
Option C - Money Market
Option D - Employer Stock Fund
S-5
<PAGE>
For additional information regarding investment options A-C, which are
managed by the Frank Russell Investment Management Co., Tacoma,
Washington. Please contact _________.
In connection with the Conversion, a Participant may elect to have prior
contributions and additions to the Participant's Account invested either in the
Employer Stock Fund or in any of the other portfolios listed above. Any amounts
credited to a Participant's Accounts for which investment directions are not
given will be invested in Investment Option C.
The net gain (or loss) in the Accounts from investments (including
interest payments, dividends, realized and unrealized gains and losses on
securities, and expenses paid from the Trust) are determined on a daily basis.
For purposes of such allocation, all assets of the Trust are valued at their
fair market value.
THE EMPLOYER STOCK FUND
The Employer Stock Fund will consist of investments in Common Stock made
on and after the effective date of the Conversion. In connection with the
Conversion, pursuant to the attached Investment Form, Participants will be able
to change their investments at a time other than the normal election intervals.
When Common Stock is sold, the cost or net proceeds are charged or
credited to the Accounts of Participants affected by the purchase or sale. A
Participant's Account will be adjusted to reflect changes in the value of shares
of Common Stock resulting from stock dividends, stock splits and similar
changes.
To the extent dividends are not paid on Common Stock held in the Employer
Stock Fund, the return on any investment in the Employer Stock Fund will consist
only of the market value appreciation of the Common Stock subsequent to its
purchase. Declarations and payments of any dividends (regular and special) by
the Board of Directors will depend upon a number of factors, including the
amount of the net proceeds retained by the Holding Company, capital
requirements, regulatory limitations, the Savings Bank's and the Holding
Company's financial condition and results of operations, tax considerations and
general economic conditions.
As of the date of this Prospectus Supplement, none of the shares of
Common Stock have been issued or are outstanding and there is no established
market for the Common Stock. Accordingly, there is no record of the historical
performance of the Employer Stock Fund.
INVESTMENTS IN THE EMPLOYER STOCK FUND MAY INVOLVE CERTAIN RISK FACTORS
ASSOCIATED WITH INVESTMENTS IN COMMON STOCK OF THE HOLDING COMPANY. FOR A
DISCUSSION OF THESE RISK FACTORS, SEE "RISK FACTORS" IN THE PROSPECTUS.
S-6
<PAGE>
BENEFITS UNDER THE PLAN
VESTING. A Participant, has at all times a fully vested, nonforfeitable
interest in all of his or her deferred contributions and the earnings thereon
under the Plan. A Participant is 100% vested in his or her matching
contributions account and employer discretionary contributions after the
completion of six years of service under the Plan's graded vesting schedule (10%
vested in each of the first two years of service and 20% per year in years three
through six of service).
WITHDRAWALS AND DISTRIBUTIONS FROM THE PLAN
APPLICABLE FEDERAL LAW REQUIRES THE PLAN TO IMPOSE SUBSTANTIAL
RESTRICTIONS ON THE RIGHT OF A PLAN PARTICIPANT TO WITHDRAW AMOUNTS HELD FOR HIS
OR HER BENEFIT UNDER THE PLAN PRIOR TO THE PARTICIPANT'S ATTAINMENT OF AGE
59 1/2 UNLESS A PARTICIPANT RETIRES AS PERMITTED UNDER THE PLAN REGARDLESS OF
WHETHER SUCH A WITHDRAWAL OCCURS DURING HIS OR HER EMPLOYMENT WITH THE SAVINGS
BANK.
DISTRIBUTION UPON RETIREMENT, DISABILITY OR TERMINATION OF EMPLOYMENT.
Payment of benefits to a Participant who retires, incurs a disability, or
otherwise terminates employment may be made in the form of a lump sum cash
payment, installment payments over a specified period or in an annuity form. At
the request of the Participant, the distribution may include an in-kind
distribution of Common Stock of the Holding Company credited to the
Participant's Account. Benefits payments ordinarily shall be made not later
than 60 days following the end of the Plan Year in which occurs later of the
Participant's: (i) termination of employment; (ii) attainment of age 65; or
(iii) tenth anniversary of commencement of participation in the Plan; but in no
event later than April 1 following the calendar year in which the Participant
attains age 70 1/2 (if the Participant is retired). However, if the vested
portion of the Participant's Account balances exceeds $3,500, no distribution
shall be made from the Plan prior to the Participant's attaining age 65 unless
the Participant consents to an earlier distribution. Special rules may apply to
the distribution of Common Stock of the Holding Company to those Participants
who are executive officers, directors and principal shareholders of the Holding
Company who are subject to the provisions of Section 16(b) of the Exchange Act.
DISTRIBUTION UPON DEATH. A Participant who dies prior to the benefit
commencement date for retirement, disability or termination of employment, and
who has a surviving spouse, shall have his or her benefits paid to the surviving
spouse in a lump sum, or if the payment of his or her benefits had commenced
before his or her death, in accordance with the distribution method in effect at
his or her death. With respect to an unmarried Participant, and in the case of
a married Participant with spousal consent to the designation of another
beneficiary, payment of benefits to the beneficiary, or payments of benefits to
the beneficiary of a deceased Participant shall be made in the form of a lump
sum payment in cash or in Common Stock, or if the payment of his or her benefit
had commenced before his or her death, in accordance with the distribution
method if effect at death.
S-7
<PAGE>
NONALIENATION OF BENEFITS. Except with respect to federal income tax
withholding and as provided with respect to a qualified domestic relations order
(as defined in the Code), benefits payable under the Plan shall not be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, charge, garnishment, execution, or levy of any kind, either
voluntary or involuntary, and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber, charge or otherwise dispose of any rights to
benefits payable under the Plan shall be void.
ADMINISTRATION OF THE PLAN
TRUSTEE. The Trustee with respect to Plan assets is U.S. Bank of
Washington, N.A.
Pursuant to the terms of the Plan, the Trustee receives and holds
contributions to the Plan in trust and has exclusive authority and discretion to
manage and control the assets of the Plan pursuant to the terms of the Plan and
to manage, invest and reinvest the Trust and income therefrom. The Trustee has
the authority to invest and reinvest the Trust and may sell or otherwise dispose
of Trust investments at any time and may hold trust funds uninvested. The
Trustee has authority to invest the assets of the Trust in "any type of
property, investment or security" as defined under ERISA.
The Trustee has full power to vote any corporate securities in the Trust
in person or by proxy; provided, however, that the Participants will direct the
Trustee as to voting and tendering of all Common Stock held in the Employer
Stock Fund.
The Trustee is entitled to reasonable compensation for its services and
is also entitled to reimbursement for expenses properly and actually incurred in
the administration of the Trust. The expenses of the Trustee and the
compensation of the persons so employed is paid out of the Trust except to the
extent such expenses and compensation are paid by the Savings Bank.
The Trustee must render at least annual reports to the Savings Bank and
to the Participants in such form and containing information that the Trustee
deems necessary.
Reports to Plan Participants
The Plan Administrator furnishes to each Participant a statement at least
quarterly showing (i) the balance in the Participant's Account as of the end of
that period, (ii) the amount of contributions allocated to such Participant's
Account for that period, and (iii) the adjustments to such Participant's Account
to reflect earnings or losses (if any).
PLAN ADMINISTRATOR
The Savings Bank currently serves as the Plan Administrator. The Plan
Administrator is responsible for the administration of the Plan, interpretation
of the provisions of the Plan, prescribing procedures for filing applications
for benefits, preparation and distribution of
S-8
<PAGE>
information explaining the Plan, maintenance of plan records, books of account
and all other data necessary for the proper administration of the Plan, and
preparation and filing of all returns and reports relating to the Plan which are
required to be filed with the U.S. Department of Labor and the IRS, and for all
disclosures required to be made to Participants, beneficiaries and others under
Sections 104 and 105 of ERISA.
AMENDMENT AND TERMINATION
The Savings Bank may terminate the Plan at any time. If the Plan is
terminated in whole or in part, then regardless of other provisions in the Plan,
each employee who ceases to be a Participant shall have a fully vested interest
in his or her Account. The Savings Bank reserves the right to make, from time
to time, any amendment or amendments to the Plan which do not cause any part of
the Trust to be used for, or diverted to, any purpose other than the exclusive
benefit of the Participants or their beneficiaries.
MERGER, CONSOLIDATION OR TRANSFER
In the event of the merger or consolidation of the Plan with another plan,
or the transfer of the Trust to another plan, the Plan requires that each
Participant (if either the Plan or the other plan then terminated) receive a
benefit immediately after the merger, consolidation or transfer which is equal
to or greater than the benefit he or she would have been entitled to receive
immediately before the merger, consolidation or transfer (if the Plan had then
terminated).
FEDERAL INCOME TAX CONSEQUENCES
The following is only a brief summary of certain federal income tax aspects
of the Plan which are of general application under the Code and is not intended
to be a complete or definitive description of the federal income tax
consequences of participating in or receiving distributions from the Plan. The
summary is necessarily general in nature and does not purport to be complete.
Moreover, statutory provisions are subject to change, as are their
interpretations, and their application may vary in individual circumstances.
Finally, the consequences under applicable state and local income tax laws may
not be the same as under the federal income tax laws.
PARTICIPANTS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO ANY
DISTRIBUTION FROM THE PLAN AND TRANSACTIONS INVOLVING THE PLAN.
The Plan has received a determination from the IRS that it is qualified
under Sections 401(a) of the Code, and that the related Trust is exempt from tax
under Section 501(a) of the Code. A plan that is "qualified" under these
sections of the Code is afforded special tax treatment which include the
following: (1) the sponsoring employer is allowed an immediate tax deduction for
the amount contributed to the Plan of each year; (2) Participants pay no current
income tax on amounts contributed by the employer on their behalf; and (3)
earnings of the Plan are tax-
S-9
<PAGE>
exempt thereby permitting the tax-free accumulation of income and gains on
investments. The Plan will be administered to comply in operation with the
requirements of the Code as of the applicable effective date of any change in
the law. The Savings Bank expects to timely adopt any amendments to the Plan
that may be necessary to maintain the qualified status of the Plan under the
Code. Following such an amendment, the Plan will be submitted to the IRS for a
determination that the Plan, as amended, continues to qualify under Sections
401(a) and 501(a) of the Code and that it continues to satisfy the requirements
for a qualified cash or deferred arrangement under Section 401(k) of the Code.
Assuming that the Plan is administered in accordance with the requirements
of the Code, participation in the Plan under existing federal income tax laws
will have the following effects:
(a) Amounts contributed to a Participant's account and the investment
earnings are not subject to tax under such amounts actually distributed or
withdrawn from the Plan. Special tax treatment may apply to the taxable portion
of any distribution that includes Common Stock or qualified as a "Lump Sum
Distribution" (as described below).
(b) Income earned on assets held by the Trust will not be taxable to the
Trust.
Lump Sum Distribution. A distribution from the Plan to a Participant or
the beneficiary of a Participant will qualify as a "Lump Sum Distribution" if it
is made: (i) within a single taxable year of the Participant or beneficiary;
(ii) on account of the Participant's death or separation from service, or after
the Participant attains age 59 1/2; and (iii) consists of the balance to the
credits of the Participant under the Plan and all other profit sharing plans, if
any, maintained by the Savings Bank. The portion of any Lump Sum Distribution
that is required to be included in the Participant's or beneficiary's taxable
income for federal income tax purposes ("total taxable amount") consists of the
entire amount of such Lump Sum Distribution less the amount of after-tax
contributions, if any, made by the Participant to any other profit sharing plans
maintained by the Savings Bank which is included in such distribution.
Averaging Rules. The portion of the total taxable amount of a Lump Sum
Distribution ("ordinary income portion") will be taxable generally as ordinary
income for federal income tax purposes. However, for distributions occurring
prior to January 1, 2000, a Participant who has completed at least five years of
participation in the Plan before the taxable year in which the distribution is
made, or a beneficiary who receives a Lump Sum Distribution on account of the
Participant's death (regardless of the period of the Participant's participation
in the Plan or any other profit sharing plan maintained by the Employer), may
elect to have the ordinary income portion of such Lump Sum Distribution taxed
according to a special averaging rule ("five-year averaging"). The election of
the special averaging rules may apply only to one Lump Sum Distribution received
by the Participant or beneficiary, provided such amount is received on or after
the Participant turns 59 1/2 and the recipient elects to have any other Lump Sum
Distribution from a qualified plan received in the same taxable year taxed under
the special averaging rule. The special five-year averaging rule has been
repealed for distributions occurring after December 31, 1999. Under a special
grandfather rule, individuals who turned 50 by 1986 may elect to have
S-10
<PAGE>
their Lump Sum Distribution taxed under either the five-year averaging rule (if
available) or the prior law ten-year averaging rule. Such individuals also may
elect to have that portion of the Lump Sum Distribution attributable to the
Participant's pre-1974 participation in the Plan taxed at a flat 20% rate as
gain from the sale of a capital asset.
Common Stock Included In Lump Sum Distribution. If a Lump Sum Distribution
includes Common Stock, the distribution generally will be taxed in the manner
described above, except that the total taxable amount will be reduced by the
amount of any net unrealized appreciation with respect to such Common Stock,
i.e., the excess of the value of such Common Stock at the time of the
- ----
distribution over its cost to the Plan. The tax basis of such Common Stock to
the Participant or beneficiary for purposes of computing gain or loss on its
subsequent sale will be the value of the Common Stock at the time of
distribution less the amount of net unrealized appreciation. Any gain on a
subsequent sale or other taxable disposition of such Common Stock, to the extent
of the amount of net unrealized appreciation at the time of distribution, will
be considered long-term capital gain regardless of the holding period of such
Common Stock. Any gain on a subsequent sale or other taxable disposition of the
Common Stock in excess of the amount of net unrealized appreciation at the time
of distribution will be considered either short-term capital gain or long-term
capital gain depending upon the length of the holding period of the Common
Stock. The recipient of a distribution may elect to include the amount of any
net unrealized appreciation in the total taxable amount of such distribution to
the extent allowed by the regulations by the IRS.
Distributions: Rollovers and Direct Transfers to Another Qualified Plan or
to an IRA. Pursuant to a change in the law, effective January 1, 1993,
virtually all distributions from the Plan may be rolled over to another
qualified Plan or to an individual retirement account ("IRA") without regard to
whether the distribution is a Lump Sum Distribution or Partial Distribution.
Effective January 1, 1993, Participants have the right to elect to have the
Trustee transfer all or any portion of an "eligible rollover distribution"
directly to another plan qualified under Section 401(a) of the Code or to an
IRA. If the Participant does not elect to have an "eligible rollover
distribution" transferred directly to another qualified plan of to an IRA, the
distribution will be subject to a mandatory federal withholding tax equal to 20%
of the taxable distribution. An "eligible rollover distribution" means any
amount distributed from the Plan except: (1) a distribution that is (a) one of
a series of substantially equal periodic payments made (not less frequently than
annually) over the Participant's life of the joint life of the Participant and
the Participant's designated beneficiary, or (b) for a specified period of ten
years or more; (2) any amount that is required to be distributed under the
minimum distribution rules; and (3) any other distributions excepted under
applicable federal law. The tax law change described above did not modify the
special tax treatment of Lump Sum Distributions, that are not rolled over or
transferred, i.e., forward averaging, capital gains tax treatment and the
----
nonrecognition of net unrealized appreciation, discussed earlier.
Additional Tax on Early Distributions. A Participant who receives a
distribution from the Plan prior to attaining age 59 1/2 will be subject to an
additional income tax equal to 10% of the taxable amount of the distribution.
The 10% additional income tax will not apply, however,
S-11
<PAGE>
to the extent the distribution is rolled over into an IRA or another qualified
plan or the distribution is (i) made to a beneficiary (or to the estate of a
Participant) on or after the death of the Participant, (ii) attributable to the
Participant's being disabled within the meaning of Section 72(m)(7) of the Code,
(iii) part of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the
Participant or the joint lives (or joint life expectancies) of the Participant
and his or her beneficiary, (iv) made to the Participant after separation from
service on account of early retirement under the Plan after attainment of age
55, (v) made to pay medical expenses to the extent deductible for federal income
tax purposes, (vi) pursuant to a qualified domestic relations order, or (vii)
made to effect the distribution of excess contributions or excess deferrals.
THE FOREGOING IS ONLY A BRIEF SUMMARY OF CERTAIN FEDERAL INCOME TAX ASPECTS
OF THE PLAN WHICH ARE OF GENERAL APPLICATION UNDER THE CODE AND IS NOT INTENDED
TO BE A COMPLETE OR DEFINITIVE DESCRIPTION OF THE FEDERAL INCOME TAX
CONSEQUENCES OF PARTICIPATING IN OR RECEIVING DISTRIBUTIONS FROM THE PLAN.
ACCORDINGLY, EACH PARTICIPANT IS URGED TO CONSULT A TAX ADVISOR CONCERNING THE
FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF PARTICIPATING IN AND RECEIVING
DISTRIBUTIONS FROM THE PLAN.
Restrictions on Resale
Any person receiving shares of the Common Stock under the Plan who is an
"affiliate" of the Savings Bank or the Holding Company as the term "affiliate"
is used in Rules 144 and 405 under the Securities Act of 1933, as amended
("Securities Act") (e.g., directors, officers and substantial shareholders of
the Savings Bank) may reoffer or resell such shares only pursuant to a
registration statement filed under the Securities Act (the Holding Company and
the Savings Bank having no obligation to file such registration statement) or,
assuming the availability thereof, pursuant to Rule 144 or some other exemption
from the registration requirements of the Securities Act. Any person who may be
an "affiliate" of the Savings Bank or the Holding Company may wish to consult
with counsel before transferring any Common Stock owned by him or her. In
addition, Participants are advised to consult with counsel as to the
applicability of the reporting and short-swing profit liability rules of Section
16 of the Exchange Act which may affect the purchase and sale of the Common
Stock where acquired or sold under the Plan or otherwise.
LEGAL OPINIONS
The validity of the issuance of the Common Stock will be passed upon by
Breyer & Aguggia, Washington, D.C., which firm is acting as special counsel for
the Holding Company in connection with the Savings Bank's conversion from a
state chartered mutual savings bank to a state chartered stock savings bank and
the concurrent formation of the Holding Company.
S-12
<PAGE>
Investment Form
(Employer Stock Fund)
TIMBERLAND SAVINGS BANK, SSB
PROFIT SHARING PLAN
Name of Participant:
--------------------------------------------
Social Security Number:
-----------------------------------------
1. Instructions. In connection with the proposed conversion of
Timberland Savings Bank, SSB ("Savings Bank") to a stock savings bank and the
simultaneous formation of a holding company ("Conversion"), participants in the
Timberland Savings Bank, SSB Profit Sharing Plan ("Plan") may elect to direct
the investment of up to __% of their account balances into the Employer Stock
Fund ("Employer Stock Fund"). Amounts transferred at the direction of
Participants into the Employer Stock Fund will be used to purchase shares of the
common stock of Timberland Bancorp, Inc. ("Common Stock"), the proposed holding
company for the Savings Bank. A participant's eligibility to purchase shares of
Common Stock is subject to the Participant's general eligibility to purchase
shares of Common Stock in the Conversion and the maximum and minimum limitations
set forth in the Plan Conversion. See the Prospectus for additional
information.
You may use this form to direct a transfer of funds credited to your
account to the Employer Stock Fund, to purchase Common Stock in the Conversion.
To direct such a transfer to the Employer Stock Fund, you should complete this
form and return it to _________ at the Savings Bank, NO LATER THAN THE CLOSE OF
BUSINESS ON ___________, 1997. The Savings Bank will keep a copy of this form
and return a copy to you. (If you need assistance in completing this form,
please contact _________).
2. Transfer Direction. I hereby direct the Plan Administrator to
transfer $__________ (in increments of $10) to the Employer Stock Fund to be
applied to the purchase of Common Stock in the Conversion. Transfer this amount
from the following funds:_______________________________________________________
_______________________________________________________________________________.
3. Effectiveness of Direction. I understand that this Investment Form
shall be subject to all of the terms and conditions of the Plan and the terms
and conditions of the Conversion. I acknowledge that I have received a copy of
the Prospectus and the Prospectus Supplement.
- ------------------------------- -------------------------------
Signature Date
* * * * *
4. Acknowledgement of Receipt. This Investment Form was received by the
Plan Administrator and will become effective on the date noted below.
- ------------------------------- -------------------------------
Plan Administrator Date
S-13
<PAGE>
PROSPECTUS TIMBERLAND BANCORP, INC.
(Proposed Holding Company for Timberland Savings Bank, SSB)
Up to 5,750,000 Shares of Common Stock (Anticipated Maximum)
$10.00 Purchase Price Per Share
Timberland Bancorp, Inc. ("Holding Company"), a Washington corporation, is
offering between 4,250,000 and 5,750,000 shares of its common stock, $.01 par
value per share ("Common Stock"), in connection with the conversion of
Timberland Savings Bank, SSB ("Savings Bank") from a Washington-chartered mutual
savings bank to a Washington-chartered capital stock savings bank and the
simultaneous issuance of the Savings Bank's capital stock to the Holding
Company. The simultaneous conversion of the Savings Bank to stock form, the
issuance of the Savings Bank's capital stock to the Holding Company and the
offer and sale of the Common Stock by the Holding Company are being undertaken
pursuant to a Plan of Conversion ("Plan of Conversion"), and are referred to
herein as the "Conversion."
Nontransferable rights to subscribe for the Common Stock ("Subscription
Rights") have been given, in order of priority, to (i) depositors with $50.00 or
more on deposit at the Savings Bank as of December 31, 1995 ("Eligible Account
Holders"), (ii) the Savings Bank's employee stock ownership plan ("ESOP"), a
tax-qualified employee benefit plan, (iii) depositors with $50.00 or more on
deposit at the Savings Bank as of ________ __, 1997 ("Supplemental Eligible
Account Holders"), and (iv) depositors and borrowers of the Savings Bank as of
________ __, 1997 ("Voting Record Date") ("Other Members"), subject to the
priorities and purchase limitations set forth in the Plan of Conversion
("Subscription Offering"). Subscription Rights are non-transferable. Persons
found to be transferring Subscription Rights or attempting to purchase shares
on behalf of other persons will be subject to forfeiture of such rights and
possible further sanctions and penalties imposed by the Washington Department of
Financial Institutions, Division of Banks ("Division"). See "THE CONVERSION --
The Subscription, Direct Community and Syndicated Community Offerings" and "--
Limitations on Purchases of Shares." Concurrently, but subject to the prior
rights of holders of Subscription Rights, the Holding Company is offering the
Common Stock for sale through a direct community offering ("Direct Community
Offering") to natural persons and trusts of natural persons who are permanent
residents of Grays Harbor, Thurston, Pierce and King counties of Washington
("Local Community"), subject to the right of the Holding Company to accept or
reject these orders in whole or in part. If any shares remain available on the
Expiration Date (as hereinafter defined), the Direct Community Offering, in the
discretion of the Holding Company and the Savings Bank, may be expanded to
include other members of the general public. No orders will be accepted in the
Direct Community Offering from natural persons or trusts of natural persons
residing outside the Local Community unless the Direct Community Offering is
expanded to include such persons. The Subscription Offering and the Direct
Community Offering are referred to herein as the "Subscription and Direct
Community Offering." It is anticipated that shares of Common Stock not
subscribed for or purchased in the Subscription and Direct Community Offering
will be offered to eligible members of the general public on a best efforts
basis by a selling group of broker-dealers managed by Charles Webb & Company
("Webb"), a division of Keefe, Bruyette & Woods, Inc. ("Keefe, Bruyette"), in a
syndicated offering ("Syndicated Community Offering"). The Subscription and
Direct Community Offering and the Syndicated Community Offering are referred to
collectively as the "Offerings."
FOR INFORMATION ON HOW TO SUBSCRIBE FOR SHARES OF COMMON STOCK, CALL THE
STOCK INFORMATION CENTER AT (360) ___-____.
FOR A DISCUSSION OF CERTAIN RISKS THAT SHOULD BE CONSIDERED BY EACH
PROSPECTIVE INVESTOR, SEE "RISK FACTORS" BEGINNING ON PAGE 1.
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR SAVINGS
DEPOSITS AND WILL NOT BE INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
("FDIC"), THE SAVINGS ASSOCIATION INSURANCE FUND ("SAIF"), THE WASHINGTON
DEPARTMENT OF FINANCIAL INSTITUTIONS, DIVISION OF BANKS ("DIVISION") OR ANY
OTHER GOVERNMENT AGENCY, NOR ARE SUCH SHARES GUARANTEED BY THE HOLDING COMPANY
OR THE SAVINGS BANK AND THERE CAN BE NO ASSURANCE THAT PURCHASERS WILL BE ABLE
TO SELL THEIR SHARES AT OR ABOVE THE PURCHASE PRICE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION ("SEC"), THE DIVISION, THE FDIC OR ANY OTHER GOVERNMENT
AGENCY OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SEC, THE DIVISION, THE
FDIC OR ANY OTHER GOVERNMENT AGENCY OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
(cover continued on following page)
CHARLES WEBB & COMPANY,
a Division of Keefe, Bruyette & Woods, Inc.
The date of this Prospectus is ____________ __, 1997.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Estimated Underwriting
Purchase Commissions and Estimated Net
Price(1) Other Expenses(2) Proceeds to Issuer(3)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Minimum Price Per Share..................... $10.00 $0.23 $9.77
- --------------------------------------------------------------------------------------------------------------------
Midpoint Price Per Share.................... $10.00 $0.19 $9.81
- --------------------------------------------------------------------------------------------------------------------
Maximum Price Per Share..................... $10.00 $0.17 $9.83
- --------------------------------------------------------------------------------------------------------------------
Maximum Price Per Share, as adjusted(4)..... $10.00 $0.15 $9.85
- --------------------------------------------------------------------------------------------------------------------
Minimum Total(5)............................ $42,500,000 $965,000 $41,535,000
- --------------------------------------------------------------------------------------------------------------------
Midpoint Total(6)........................... $50,000,000 $965,000 $49,035,000
- --------------------------------------------------------------------------------------------------------------------
Maximum Total(7)............................ $57,500,000 $965,000 $56,535,000
- --------------------------------------------------------------------------------------------------------------------
Maximum Total, as adjusted(4)(8)............ $66,125,000 $965,000 $65,160,000
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Determined in accordance with an independent appraisal prepared by RP
Financial, LC. ("RP Financial") as of August 29, 1997, which states
that the estimated aggregate pro forma market value of the Holding
Company and the Savings Bank ranged from $42.5 million to $57.5
million, with a midpoint of $50.0 million ("Estimated Valuation
Range"). See "THE CONVERSION -- Stock Pricing and Number of Shares to
be Issued."
(2) Includes estimated costs to the Holding Company and the Savings Bank
arising from the Conversion, including fees to be paid to Webb in
connection with the Offerings. Such fees may be deemed to be
underwriting fees and Webb may be deemed to be an underwriter. Actual
expenses, and thus net proceeds, may be more or less than estimated
amounts. The Holding Company and the Savings Bank have agreed to
indemnify Webb against certain liabilities, including liabilities that
may arise under the Securities Act of 1933, as amended ("Securities
Act"). See "USE OF PROCEEDS" and "THE CONVERSION -- Plan of
Distribution for the Subscription, Direct Community and Syndicated
Community Offerings."
(3) Actual net proceeds may vary substantially from the estimated amounts
depending upon the relative number of shares sold in the Offerings.
See "USE OF PROCEEDS" and "PRO FORMA DATA."
(4) Gives effect to an increase in the number of shares that could be sold
in the Offerings due to an increase in the pro forma market value of
the Holding Company and the Savings Bank as converted up to 15% above
the maximum of the Estimated Valuation Range, without the
resolicitation of subscribers or any right of cancellation. The
issuance of such additional shares will be conditioned on a
determination of RP Financial that such issuance is compatible with
its determination of the estimated pro forma market value of the
Common Stock. See "THE CONVERSION -- Stock Pricing and Number of
Shares to be Issued."
(5) Assumes the issuance of 4,250,000 shares at $10.00 per share.
(6) Assumes the issuance of 5,000,000 shares at $10.00 per share.
(7) Assumes the issuance of 5,750,000 shares at $10.00 per share.
(8) Assumes the issuance of 6,612,500 shares at $10.00 per share.
Except for the ESOP, which is expected to purchase 8% of the Common
Stock issued in the Conversion, subject to the approval of the Division, no
Eligible Account Holder, Supplemental Eligible Account Holder or Other
Member may subscribe in their capacity as such in the Subscription Offering
for shares of Common Stock having an aggregate purchase price of more than
$200,000 (20,000 shares based on a purchase price of $10.00 per share
("Purchase Price")); no person, either alone or together with associates of
or persons acting in concert with such person, may purchase in the Direct
Community Offering, if any, or the Syndicated Community Offering, if any,
shares of Common Stock having an aggregate purchase price of more than
$200,000 (20,000 shares based on the Purchase Price); no person either
alone or together with associates of or persons acting in concert with such
person, may purchase in the aggregate more than the overall maximum
purchase limitation of 1% of the total number of shares of Common Stock
issued in the Conversion (exclusive of any shares issued pursuant to an
increase in the Estimated Valuation Range of up to 15%). Under certain
circumstances, the maximum purchase limitation may be increased at the sole
discretion of the Savings Bank and the Holding Company. The minimum
purchase is 25 shares. See "THE CONVERSION -- The Subscription, Direct
Community and Syndicated Community Offerings," "-- Limitations on Purchases
of Shares" and "-- Procedure for Purchasing Shares in the Subscription and
Direct Community Offering" for other purchase and sale limitations.
<PAGE>
The Subscription Offering will expire at Noon, Pacific Time, on
_________ __, 1997 ("Expiration Date"), unless extended by the Savings Bank
and the Holding Company for up to __ days to _______ __, 1997. Such
extension may be granted without additional notice to subscribers. The
Direct Community Offering is also expected to terminate at Noon, Pacific
Time, on ________ __, 1997 or at a date thereafter, however, in no event
later than ________ __, 1998. The Holding Company must receive at an
office of the Savings Bank the accompanying original Stock Order Form and a
fully executed Certification Form (collectively, the "Stock Order Form")
(facsimile copies and photocopies will not be accepted) along with full
payment (or appropriate instructions authorizing a withdrawal from a
deposit account at the Savings Bank) of $10.00 per share ("Purchase Price")
for all shares subscribed for or ordered by the Expiration Date. Payment
for shares of Common Stock by wire transfer will not be accepted. Funds so
received will be placed in segregated accounts created for this purpose at
the Savings Bank, and interest will be paid at the Savings Bank's passbook
rate (____% per annum as of the date hereof) from the date payment is
received until the Conversion is consummated or terminated. These funds
will be otherwise unavailable to the depositor until such time. Payments
authorized by withdrawals from deposit accounts will continue to earn
interest at the contractual rate until the Conversion is consummated or
terminated, although such funds will be unavailable for withdrawal until
the Conversion is consummated or terminated. Shares of Common Stock issued
in the Conversion are not deposit liabilities, will not earn interest, and
will not be insured by the FDIC, the SAIF or any other government agency.
Orders submitted are irrevocable until the consummation or termination of
the Conversion. If the Conversion is not consummated within 45 days after
the last day of the Subscription and Direct Community Offering (which date
will be no later than ________ __, 1998) and the Division consents to an
extension of time to consummate the Conversion, subscribers will be
notified in writing of the time period within which the subscriber must
notify the Savings Bank of his or her intention to increase, decrease or
rescind his or her subscription. If an affirmative response to any such
resolicitation is not received by the Holding Company or the Savings Bank
from subscribers, such orders will be rescinded and all funds will be
returned promptly with interest. If such period is not extended or, in any
event, if the Conversion is not consummated by __________ __, 1997, all
subscription funds will be promptly returned, together with accrued
interest, and all withdrawal authorizations terminated.
The Savings Bank and the Holding Company have engaged Webb as their
financial advisor and to assist the Holding Company in the sale of the
Common Stock in the Offerings. Neither Webb nor any other registered
broker-dealer is obligated to take or purchase any shares of Common Stock
in the Offerings. See "THE CONVERSION -- Plan of Distribution for the
Subscription, Direct Community and Syndicated Community Offerings." Webb
is a registered broker-dealer and member of the National Association of
Securities Dealers, Inc. ("NASD").
Prior to the Offerings, the Holding Company has not issued any capital
stock and accordingly there has been no market for the shares offered
hereby. There can be no assurance that an active and liquid trading market
for the Common Stock will develop or, if developed, will be maintained.
See "RISK FACTORS -- Absence of Prior Market for the Common Stock." The
Holding Company has received conditional approval to list the Common Stock
on the National Market System of the Nasdaq Stock Market under the symbol
"____." Keefe, Bruyette has advised the Holding Company that it intends to
act as a market maker for the Common Stock following the Conversion. See
"MARKET FOR COMMON STOCK."
<PAGE>
TIMBERLAND SAVINGS BANK, SSB
HOQUIAM, WASHINGTON
[Map to be filed by amendment]
THE SAVINGS BANK'S CONVERSION TO A STOCK ORGANIZATION IS CONTINGENT UPON
APPROVAL OF THE SAVINGS BANK'S PLAN OF CONVERSION BY AT LEAST A MAJORITY OF
ITS VOTING MEMBERS, THE SALE OF AT LEAST 4,250,000 SHARES OF COMMON STOCK
PURSUANT TO THE PLAN OF CONVERSION AND RECEIPT OF ALL REGULATORY APPROVALS.
<PAGE>
CAPSULE SUMMARY
The information set forth below should be read in conjunction with and
is qualified in its entirety by the more detailed information and
Consolidated Financial Statements (including the Notes thereto) presented
elsewhere in this Prospectus. The purchase of Common Stock is subject to
certain risks. See "RISK FACTORS."
Timberland Savings Bank, SSB The Savings Bank, a Washington-chartered
mutual savings bank, is a community oriented
financial institution engaged primarily in
the business of attracting deposits from the
general public and using these funds to
originate one- to- four family mortgage
loans, construction and land development
loans, multi-family loans and commercial
real estate loans. See "TIMBERLAND SAVINGS
BANK, SSB."
Timberland Bancorp, Inc. The Holding Company is a Washington
corporation organized on September 8, 1997
to become the holding company for the
Savings Bank upon consummation of the
Conversion. To date, the Holding Company
has not engaged in any significant business.
See "TIMBERLAND BANCORP, INC."
The Conversion The Savings Bank is converting from a
Washington-chartered mutual savings bank to
a Washington-chartered capital stock savings
bank, and in connection with the Conversion,
has formed the Holding Company. As part of
the Conversion, the Savings Bank will issue
all of its capital stock to the Holding
Company in exchange for 50% of the net
proceeds from the sale of the Common Stock.
See "THE CONVERSION."
The Subscription, Direct The Holding Company is offering up to
Community and Syndicated 5,750,000 shares of Common Stock (subject
Community Offerings to adjustment) at $10.00 per share to
holders of Subscription Rights in the
following order of priority: (i) Eligible
Account Holders; (ii) the Savings Bank's
ESOP; (iii) Supplemental Eligible Account
Holders; and (iv) Other Members.
Concurrently, and subject to the prior
rights of holders of Subscription Rights,
any shares of Common Stock not subscribed
for in the Subscription Offering are being
offered in the Direct Community Offering to
natural persons and trusts of natural
persons who are permanent residents of the
Local Community. If any shares remain
available on the Expiration Date of the
Direct Community Offering, in the discretion
of the Holding Company and the Savings Bank,
the Direct Community Offering may be
expanded to include other members of the
general public. No orders will be accepted
in the Direct Community Offering from
natural persons or trusts of natural persons
residing outside the Local Community unless
the Direct Community Offering is expanded to
include such persons. The Subscription
Offering will expire at Noon, Pacific Time,
on ___________ __, 1997, unless extended by
the Savings Bank and the Holding Company for
up to __ days. The Direct Community Offering
and Syndicated Community Offering, if any,
are also expected to terminate on
______________ __, 1997, and may
(i)
<PAGE>
terminate on any date thereafter, however,
in no event later than _____________ __,
1998. See "THE CONVERSION -- The
Subscription, Direct Community and
Syndicated Community Offerings."
Non-Transferability of Subscription Rights are non-transferrable.
Subscription Rights Persons found to be transferring
Subscription Rights or attempting to
purchase shares of Common Stock on behalf of
other persons will be subject to forfeiture
of such rights and possible further
sanctions and penalties.
Prospectus Delivery and To ensure that each purchaser receives a
Procedure for Purchasing Prospectus at least 48 hours prior to
Common Stock the Expiration Date, in accordance with Rule
15c2-8 under the Securities Exchange Act of
1934, as amended ("Exchange Act"), no
Prospectus will be mailed later than five
days or hand delivered any later than two
days prior to the Expiration Date. Execution
of the Order Form will confirm receipt or
delivery of a Prospectus in accordance with
Rule 15c2-8. Order Forms will be distributed
only with a Prospectus. Neither the Holding
Company, the Savings Bank nor Webb is
obligated to deliver a Prospectus and an
Order Form by any means other than the U.S.
Postal Service.
Purchase Limitations Except for the ESOP, which is expected to
subscribe for 8% of the shares of Common
Stock issued in the Conversion, no Eligible
Account Holder, Supplemental Eligible
Account Holder or Other Member may purchase
shares of Common Stock with an aggregate
purchase price of more than $200,000 (20,000
shares based on the Purchase Price); no
person, either alone or together with
associates of and persons acting in concert
with such person, may purchase in the Direct
Community Offering and the Syndicated
Community Offering shares of Common Stock
with an aggregate purchase price of more
than $200,000 (20,000 shares based on the
Purchase Price); and no person, either alone
or together with associates and persons
acting in concert with such person, may
purchase in the aggregate more than the
overall purchase limitation of 1% of the
total number of shares of Common Stock
issued in the Conversion (exclusive of any
shares purchased pursuant to an increase in
the Estimated Valuation Range of up to 15%).
See "THE CONVERSION -- Limitations on
Purchases of Shares."
Stock Pricing and Number of The Purchase Price for the shares Common
Shares to be Issued in the Stock is a Issued in the uniform, fixed
Conversion price for all subscribers, including the
Savings Bank's Board of Directors, its
management and tax-qualified employee plans,
and was set by the Board of Directors. The
number of shares to be offered at the
Purchase Price is based upon an independent
appraisal of the aggregate pro forma market
value of the Holding Company and the Savings
Bank as converted. The aggregate pro forma
market value was estimated by RP Financial
to range from $42.5 million to
(ii)
<PAGE>
$57.5 million as of August 29, 1997, or from
4,250,000 to 5,750,000 shares based on the
Purchase Price. See "THE CONVERSION --Stock
Pricing and Number of Shares to be Issued."
Payment for Shares of Common Payment for subscriptions for shares of
Stock Common Stock may be made (i) in cash (if
delivered in person), (ii) by check, bank
draft or money order, or (iii) by withdrawal
authorization from deposit account(s)
maintained at the Savings Bank. See "THE
CONVERSION -- Procedure for Purchasing
Shares in the Subscription and Direct
Community Offering."
Conditions to Closing of the Consummation of the Offerings is subject
Offerings to, among other things (i) consummation of
the Conversion, which is conditioned on,
among other things, approval of the Plan of
Conversion by the eligible voting members of
the Savings Bank, (ii) receipt by the
Division of RP Financial's updated appraisal
of the pro forma market value of the Holding
Company and the Savings Bank, and
authorization of the Division to sell the
Common Stock within the estimated valuation
range set forth in such updated appraisal,
(iii) the non-objection of the FDIC to the
Conversion, and (iv) the Board of Governors
of the Federal Reserve System's ("Federal
Reserve") approval of the Holding Company's
acquisition of the Savings Bank. There can
be no assurances that all such conditions
will be satisfied. See "RISK FACTORS -- Risk
of Delayed Offering" and "THE CONVERSION --
General."
Use of Proceeds The net proceeds from the sale of the Common
Stock are estimated to range from $41.5
million to $56.5 million, or to $65.2
million if the Estimated Valuation Range is
increased by 15%, depending upon the number
of shares sold and the expenses of the
Conversion. The Holding Company plans to
contribute to the Savings Bank 50% of the
net proceeds of the Offerings in exchange
for all of the issued and outstanding shares
of common stock of the Savings Bank and
retain the remaining net proceeds. This will
result in the Holding Company retaining
approximately $20.8 million to $28.3 million
of the net proceeds, or up to $32.6 million
if the Estimated Valuation Range is
increased by 15%, and the Savings Bank
receiving an equal amount. See "USE OF
PROCEEDS."
Market for Common Stock The Holding Company has never issued capital
stock to the public and, consequently, there
is no existing market for the Common Stock.
The Holding Company has received conditional
approval to have the Common Stock listed on
the National Market System of the Nasdaq
Stock Market under the symbol "____." See
"RISK FACTORS -- Absence of Prior Market for
the Common Stock" and "MARKET FOR COMMON
STOCK."
(iii)
<PAGE>
Dividends Declarations and payments of dividends,
regular or special, by the Board of
Directors will depend upon a number of
factors. See "DIVIDEND POLICY -- Current
Regulatory Restrictions" and "REGULATION --
The Savings Bank -- Dividends." No
assurances can be given that any dividends
will be declared or, if declared, what the
amount of dividends will be or whether such
dividends, once declared, will continue.
Officers' and Directors' Officers and directors of the Savings Bank
Common Stock Purchases and (18 persons) are expected to subscribe
Beneficial Ownership for approximately $2.2 million of Common
Stock, or 5.1% or 3.8%, of the shares based
on the minimum and maximum, respectively, of
the Estimated Valuation Range. See "SHARES
TO BE PURCHASED BY MANAGEMENT PURSUANT TO
SUBSCRIPTION RIGHTS." In addition,
purchases by the ESOP and allocations under
the Timberland Bancorp, Inc. Management
Recognition Plan and Trust ("MRP") and the
exercise of stock options issued under the
Timberland Bancorp, Inc. 1997 Stock Option
Plan ("Stock Option Plan"), will increase
the number of shares beneficially owned by
officers, directors and employees. See
"RISK FACTORS -- Anti-takeover
Considerations -- Voting Control by
Insiders."
Benefits of Conversion The Holding Company's and the Savings
to Management Bank's directors and executive officers will
receive certain benefits as a result of the
Conversion. See "MANAGEMENT OF THE SAVINGS
BANK -- Benefits -- Employee Severance
Compensation Plan," "-- Benefits -- Employee
Stock Ownership Plan," "-- Benefits -- 1997
Stock Option Plan" and "-- Benefits --
Management Recognition Plan."
No Board Recommendations The Boards of Directors of the Holding
Company and the Savings Bank make no
recommendations to anyone regarding the
suitability of an investment in the Common
Stock. An investment in the Common Stock
must only be made pursuant to each
investor's evaluation of his or her own best
interests.
Risk Factors See "RISK FACTORS" for a discussion of
certain risks related to the Offerings that
should be considered by all prospective
investors.
Stock Information Center If you have any questions regarding the
Conversion or the Offerings, call the Stock
Information Center at (360) _____-______.
(iv)
<PAGE>
THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR ACCOUNTS AND WILL NOT BE
INSURED OR GUARANTEED BY THE FDIC, THE SAIF, THE DIVISION OR ANY OTHER
GOVERNMENT AGENCY.
PROSPECTUS SUMMARY
The information set forth below should be read in conjunction with and
is qualified in its entirety by the more detailed information and
Consolidated Financial Statements (including the Notes thereto) presented
elsewhere in this Prospectus. The purchase of Common Stock is subject to
certain risks. See "RISK FACTORS."
Timberland Bancorp, Inc.
The Holding Company is a Washington corporation organized on September
8, 1997 at the direction of the Savings Bank to acquire all of the capital
stock that the Savings Bank will issue upon its conversion from the mutual
to stock form of ownership. The Holding Company has not engaged in any
significant business to date. Upon completion of the Conversion, the
Holding Company will be regulated by the Federal Reserve. The Holding
Company has filed an application with the Federal Reserve and the Division
to become a bank holding company and for approval to acquire the Savings
Bank. Immediately following the Conversion, the only significant assets of
the Holding Company will be the capital stock of the Savings Bank, that
portion of the net proceeds of the Offerings permitted by the Division to
be retained by the Holding Company and a note receivable from the ESOP
evidencing a loan from the Holding Company to fund the Savings Bank's ESOP.
See "USE OF PROCEEDS." Management believes that the holding company
structure and retention of proceeds may, should it decide to do so,
facilitate the repurchase of its stock without adverse tax consequences.
There are no present plans, arrangements, agreements, or understandings,
written or oral, regarding any such repurchases.
The office of the Holding Company is located at 624 Simpson Avenue,
Hoquiam, Washington 98550, and its telephone number is (360) 533-4747.
Timberland Savings Bank, SSB
The Savings Bank was established in 1915 as "Southwest Washington
Savings and Loan Association." In 1935, the Savings Bank converted from a
state-chartered mutual savings and loan association to a federally
chartered mutual savings and loan association, and in 1972, changed its the
name to "Timberland Federal Savings and Loan Association." In 1990, the
Savings Bank converted to a federally-chartered mutual savings bank under
the name "Timberland Savings Bank, FSB." In 1991, the Savings Bank
converted to a Washington-chartered mutual savings bank and adopted its
current name. The Savings Bank's deposits are insured by the FDIC up to
applicable legal limits under the SAIF. The Savings Bank has been a member
of the Federal Home Loan Bank ("FHLB") system since 1937. The Savings Bank
is regulated by the Division and the FDIC. At June 30, 1997, the Savings
Bank had total assets of $206.2 million, total deposit accounts of $167.1
million, and total capital of $23.9 million, on a consolidated basis.
The Savings Bank is a community oriented savings bank which has
traditionally offered a variety of savings products to its retail customers
while concentrating its lending activities on real estate mortgage loans.
Lending activities have been focused primarily on the origination of loans
secured by one- to four-family residential dwellings, including an emphasis
on construction and land development loans, as well as the origination of
multi-family and commercial real estate loans. The Savings Bank actively
originates adjustable rate residential mortgage loans to "subprime"
borrowers who do not qualify for conventional residential mortgage loans
under Federal Home Loan Mortgage Corporation ("FHLMC") guidelines. At June
30, 1997, the Savings Bank's gross loan portfolio totaled $204.6 million,
of which $102.0 million, or 49.8%, were one- to four-family residential
mortgage loans, $42.9
(v)
<PAGE>
million, or 21.0%, were construction and land development loans (the
majority of which related to one- to four-family residences), and $41.5
million, or 20.3%, were multi-family or commercial real estate loans.
Construction and commercial real estate loans generally involve a greater
risk of loss than one- to- four family mortgage loans. See "RISK FACTORS -
- Certain Lending Risks."
The Savings Bank also invests in short- to- intermediate term U.S.
Treasury securities and U.S. Government agency obligations and mortgage-
backed securities issued by U.S. Government agencies. At June 30, 1997,
the Savings Bank's investment and mortgage-backed securities portfolio had
a carrying value of $5.7 million. See "BUSINESS OF THE SAVINGS BANK --
Investment Securities."
Deposits have been the primary source of funds for the Savings Bank's
investment and lending activities. The Savings Bank plans to continue to
fund its operations primarily with deposits, although advances from the
FHLB-Seattle have been used as a supplemental source of funds. See
"BUSINESS OF THE SAVINGS BANK --Deposits and Other Sources of Funds."
The Savings Bank conducts its operations from its main office, seven
branch offices and a loan production office located in Western Washington
State. See "BUSINESS OF THE SAVINGS BANK -- Properties." The Savings
Bank's main office is located at 624 Simpson Avenue, Hoquiam, Washington,
98550 and its telephone number is (360) 533-4747.
The Conversion
The Savings Bank is converting from a Washington-chartered mutual
savings bank to a Washington-chartered capital stock savings bank and, in
connection with the Conversion, has formed the Holding Company. As part of
the Conversion, the Savings Bank will issue all of its capital stock to the
Holding Company in exchange for 50% of the net proceeds from the sale of
the Common Stock. Simultaneously, the Holding Company will sell its Common
Stock in the Offerings. Orders submitted are irrevocable until the
completion of the Conversion. The Conversion is subject to the approval of
the Division and the non-objection of the FDIC, as well as the approval of
the Savings Bank's eligible voting members at a special meeting to be held
on ____ __, 1997.
The Plan of Conversion requires that the aggregate purchase price of
the Common Stock to be issued in the Conversion be based upon an
independent appraisal of the estimated pro forma market value of the
Holding Company and the Savings Bank. RP Financial has advised the Savings
Bank that in its opinion, at August 29, 1997, the aggregate estimated pro
forma market value of the Holding Company and the Savings Bank ranged from
$42.5 million to $57.5 million or from 4,250,000 shares to 5,750,000
shares, assuming a $10.00 per share Purchase Price. The appraisal of the
pro forma market value of the Holding Company and the Savings Bank is based
on a number of factors and should not be considered a recommendation to buy
shares of the Common Stock or any assurance that after the Conversion
shares of Common Stock will be able to be resold at or above the Purchase
Price. The appraisal will be updated or confirmed prior to the completion
of the Conversion.
The Board of Directors and management of the Savings Bank believe that
the stock form of organization is preferable to the mutual form, especially
in light of the competitive and heavily regulated environments within which
the Savings Bank operates. The Board of Directors and management believe
that the Conversion is in the best interests of the Savings Bank's members
and its community. The Conversion is intended to: (i) support the Savings
Bank's current lending and investment activities, (ii) support possible
future expansion, merger and diversification of operations (currently,
there are no specific plans, arrangements or understandings, written or
oral, regarding any such activities); (iii) afford members of the Savings
Bank and others the opportunity to become stockholders of the Holding
Company and thereby participate more directly in, and contribute to, any
future growth of the Holding Company and the Savings Bank; and (iv) provide
future access to capital markets. See "THE CONVERSION --Purposes of
Conversion."
(vi)
<PAGE>
The Conversion will significantly increase the consolidated capital of
the Savings Bank and the newly formed Holding Company and as a result the
pro forma return on equity will be significantly less than the Savings
Bank's pre-Conversion return on equity. See "RISK FACTORS -- Return on
Average Equity After Conversion."
The Subscription, Direct Community and Syndicated Community Offerings
The Holding Company is offering up to 5,750,000 shares of Common Stock
(subject to adjustment) at $10.00 per share to holders of Subscription
Rights in the following order of priority: (i) Eligible Account Holders;
(ii) the Savings Bank's ESOP; (iii) Supplemental Eligible Account Holders;
and (iv) Other Members. Concurrently, and subject to the prior rights of
holders of Subscription Rights, any shares of Common Stock not subscribed
for in the Subscription Offering are being offered in the Direct Community
Offering to natural persons and trusts of natural persons who are
permanent residents of the Local Community. If any shares remain available
on the expiration date of the Direct Community Offering, in the discretion
of the Holding Company and the Savings Bank, the Direct Community Offering
may be expanded to include other members of the general public. No orders
will be accepted in the Direct Community Offering from natural persons or
trusts of natural persons residing outside the Local Community unless the
Direct Community Offering is expanded to include such persons. The Savings
Bank has engaged Webb to consult with and advise the Holding Company and
the Savings Bank in the Offerings, and Webb has agreed to use its best
efforts to assist the Holding Company with the solicitation of
subscriptions and purchase orders for shares of Common Stock in the
Offerings. Webb is not obligated to take or purchase any shares of Common
Stock in the Offerings. If all shares of Common Stock to be issued in the
Conversion are not sold through the Subscription and Direct Community
Offering, then the Holding Company expects to offer the remaining shares in
a Syndicated Community Offering managed by Webb, which would occur as soon
as practicable following the close of the Subscription and Direct Community
Offering but may commence during the Subscription and Direct Community
Offering, subject to the prior rights of subscribers in the Subscription
and Direct Community Offering and to the right of the Holding Company to
accept or reject these orders in whole or in part. All shares of Common
Stock will be sold at the same price per share in the Syndicated Community
Offering as in the Subscription and Direct Community Offering. See "USE OF
PROCEEDS," "PRO FORMA DATA" and "THE CONVERSION -- Stock Pricing and Number
of Shares to be Issued." The Subscription Offering will expire at Noon,
Pacific Time, on _________ __, 1997, unless extended by the Savings Bank
and the Holding Company for up to ___ days. The Direct Community Offering
and Syndicated Community Offering, if any, are also expected to terminate
on _________ __, 1997, and may terminate on any date thereafter, however,
in no event later than ________ __, 1998.
Subscription Rights are non-transferrable. Persons found to be
transferring Subscription Rights or attempting to purchase shares of Common
Stock on behalf of other persons will be subject to forfeiture of such
rights and possible further sanctions and penalties.
Prospectus Delivery and Procedure for Purchasing Common Stock
To ensure that each purchaser receives a Prospectus at least 48 hours
prior to the Expiration Date, in accordance with Rule 15c2-8 under the
Exchange Act, no Prospectus will be mailed later than five days or hand
delivered any later than two days prior to the Expiration Date. Execution
of the Order Form will confirm receipt or delivery of a Prospectus in
accordance with Rule 15c2-8. Order Forms will be distributed only with a
Prospectus. Neither the Holding Company, the Savings Bank nor Webb is
obligated to deliver a Prospectus and an Order Form by any means other than
the U.S. Postal Service.
To ensure that Eligible Account Holders, Supplemental Eligible Account
Holders, and Other Members are properly identified as to their stock
purchase priorities, such parties must list all deposit accounts on the
Order Form giving all names on each deposit account and/or loan and the
account and/or loan numbers at the applicable eligibility date.
(vii)
<PAGE>
Full payment by check, cash (except by mail), money order, bank draft
or withdrawal authorization (payment by wire transfer will not be accepted)
must accompany an original Order Form. The Holding Company will not accept
orders submitted on photocopied or telecopied Stock Order Forms. Orders
cannot and will not be accepted without the execution of the Certification
Form appearing on the reverse side of the Stock Order Form. See "THE
CONVERSION -- Procedure for Purchasing Shares in the Subscription and
Direct Community Offering."
Purchase Limitations
Except for the ESOP, which is expected to subscribe for 8% of the
shares of Common Stock issued in the Conversion, the Plan of Conversion
provides for the following purchase limitations: (i) No Eligible Account
Holder, Supplemental Eligible Account Holder or Other Member, including, in
each case, all persons on a joint account, may purchase shares of Common
Stock with an aggregate purchase price of more than $200,000 (20,000 shares
based on the Purchase Price), (ii) no person, either alone or together with
associates of or persons acting in concert with such person, may purchase
in the Direct Community Offering, if any, or in the Syndicated Community
Offering, if any, shares of Common Stock with an aggregate purchase price
of more than $200,000 (20,000 shares based on the Purchase Price), and
(iii) no person (including all persons on a joint account), either alone or
together with associates of or persons acting in concert with such person,
may purchase in the aggregate more than the overall maximum purchase
limitation of 1% of the total number of shares of Common Stock issued in
the Conversion (exclusive of any shares issued pursuant to an increase in
the Estimated Valuation Range of up to 15%). This maximum purchase
limitation may be increased consistent with regulations of the Division in
the sole discretion of the Holding Company and the Savings Bank subject to
any required regulatory approval. The minimum purchase is 25 shares.
The term "acting in concert" is defined in the Plan of Conversion to
mean: (i) knowing participation in a joint activity or interdependent
conscious parallel action towards a common goal whether or not pursuant to
an express agreement; or (ii) a combination or pooling of voting or other
interests in the securities of an issuer for a common purpose pursuant to
any contract, understanding, relationship, agreement or other arrangement,
whether written or otherwise. The Holding Company and the Savings Bank may
presume that certain persons are acting in concert based upon, among other
things, joint account relationships and the fact that such persons have
filed joint Schedules 13D with the Securities and Exchange Commission
("SEC") with respect to other companies. The term "associate" of a person
is defined in the Plan of Conversion to mean: (i) any corporation or
organization (other than the Savings Bank or a majority-owned subsidiary of
the Savings Bank) of which such person is an officer or partner or is,
directly or indirectly, the beneficial owner of 10% or more of any class of
equity securities; (ii) any trust or other estate in which such person has
a substantial beneficial interest or as to which such person serves as
trustee or in a similar fiduciary capacity (excluding tax-qualified
employee plans); and (iii) any relative or spouse of such person, or any
relative of such spouse, who either has the same home as such person or who
is a director or officer of the Savings Bank or any of its parents or
subsidiaries. The Holding Company and the Savings Bank may presume that
certain persons are acting in concert based upon, among other things, joint
account relationships and the fact that such persons have filed joint
Schedules 13D with the SEC with respect to other companies.
Stock orders received either through the Direct Community Offering or
the Syndicated Community Offering, if held, may be accepted or rejected, in
whole or in part, at the discretion of the Holding Company and the Savings
Bank. See "THE CONVERSION -- Limitations on Purchases of Shares." If an
order is rejected in part, the purchaser does not have the right to cancel
the remainder of the order. In the event of an oversubscription, shares
will be allocated in accordance with the Plan of Conversion. See "THE
CONVERSION -- The Subscription, Direct Community and Syndicated Community
Offerings."
Stock Pricing and Number of Shares to be Issued in the Conversion
The Purchase Price in the Offerings is a uniform, fixed price for all
subscribers, including the Savings Bank's Board of Directors, its
management and tax-qualified employee plans, and was set by the Savings
Bank's
(viii)
<PAGE>
Board of Directors. The number of shares to be offered at the Purchase
Price is based upon an independent appraisal of the aggregate pro forma
market value of the Holding Company and the Savings Bank as converted. The
aggregate pro forma market value was estimated by RP Financial to range
from $42.5 million to $57.5 million as of August 29, 1997, or from
4,250,000 to 5,750,000 shares based on the Purchase Price. See "THE
CONVERSION -- Stock Pricing and Number of Shares to be Issued." The
appraisal of the pro forma value of the Holding Company and the Savings
Bank as converted will be updated or confirmed immediately prior to the
completion of the Offerings. The maximum of the Estimated Valuation Range
may be increased by up to 15% and the number of shares of Common Stock to
be issued in the Conversion may be increased to 6,612,500 shares due to
regulatory considerations, material changes in the financial condition or
performance of the Savings Bank, changes in market conditions or general
financial and economic conditions. No resolicitation of subscribers will
be made and subscribers will not be permitted to modify or cancel their
subscriptions unless the gross proceeds from the sale of the Common Stock
are more than 15% above the maximum of the current Estimated Valuation
Range, or below the minimum of the Estimated Valuation Range. The
appraisal of the Common Stock is not intended and should not be construed
as a recommendation of any kind as to the advisability of purchasing such
stock nor can any assurance be given that purchasers of the Common Stock in
the Conversion will be able to sell such shares after the Conversion at a
price that is equal to or above the Purchase Price. Further, the pro forma
stockholders' equity is not intended to represent the fair market value of
the Common Stock and may be greater than amounts that would be available
for distribution to stockholders in the event of liquidation.
Conditions to Closing of the Offerings
Consummation of the Offerings is subject to, among other things (i)
consummation of the Conversion, which is conditioned on, among other
things, approval of the Plan of Conversion by the eligible voting members
of the Savings Bank, (ii) receipt by the Division of RP Financial's updated
appraisal of the pro forma market value of the Holding Company and the
Savings Bank, and authorization of the Division to sell the Common Stock
within the estimated valuation range set forth in such updated appraisal,
(iii) the non-objection of the FDIC to the Conversion, and (iv) Federal
Reserve approval of the Holding Company's acquisition of the Savings Bank.
There can be no assurances that all such conditions will be satisfied. See
"RISK FACTORS -- Risk of Delayed Offering" and "THE CONVERSION -- General."
Use of Proceeds
The net proceeds from the sale of the Common Stock are estimated to
range from $41.5 million to $56.5 million, or to $65.2 million if the
Estimated Valuation Range is increased by 15%, depending upon the number of
shares sold and the expenses of the Conversion. The Holding Company plans
to contribute to the Savings Bank 50% of the net proceeds of the Offerings
in exchange for all of the issued and outstanding shares of common stock of
the Savings Bank and retain the remaining net proceeds. This will result
in the Holding Company retaining approximately $20.8 million to $28.3
million of the net proceeds, or up to $32.6 million if the Estimated
Valuation Range is increased by 15%, and the Savings Bank receiving an
equal amount.
Receipt of 50% of the net proceeds of the sale of the Common Stock
will increase the Savings Bank's capital and as a result its pro forma
return on equity will be significantly less than its pre-Conversion return
on equity. See RISK FACTORS -- Return on Equity After Conversion." The
Savings Bank will use the funds contributed to it for general corporate
purposes, including, initially, local lending, investment in short term
U.S. government and agency obligations and the possible repayment of
outstanding FHLB advances. The Savings Bank may also use a portion of the
net proceeds contributed to it to acquire or establish additional branch
offices within its primary market area. Currently, there are no specific
plans, arrangements, agreements or understandings, written or oral,
regarding any additional branching activities. Shares of Common Stock may
be purchased with funds on deposit at the Savings Bank, which will reduce
deposits by the amounts of such purchases. The net amount of funds
available to the Savings Bank for investment following receipt of the
Conversion proceeds will be reduced to the extent shares are purchased with
funds on deposit.
(ix)
<PAGE>
A portion of the net proceeds retained by the Holding Company will be
used for a loan by the Holding Company to the Savings Bank's ESOP to enable
it to purchase 8% of the shares of Common Stock issued in the Conversion.
Such loan would fund the entire purchase price of the ESOP shares ($4.0
million at the maximum of the Estimated Valuation Range) and would be
repaid principally from the Savings Bank's contributions to the ESOP and
from dividends payable on the Common Stock held by the ESOP. The remaining
proceeds retained by the Holding Company initially will be invested
primarily in certificates of deposit and short term U.S. government and
agency obligations. Such proceeds will be available for additional
contributions to the Savings Bank in the form of debt or equity, to support
possible future diversification or acquisition activities, as a source of
dividends to the stockholders of the Holding Company and for future
repurchases of Common Stock (including possible repurchases to fund the
MRP) to the extent permitted under Washington law and regulations, and as a
source of funds for the Holding Company to make tax-free distributions to
stockholders in the form of returns of capital. Currently, as discussed
below under "USE OF PROCEEDS," there are no specific plans, arrangements,
agreements or understandings, written or oral, regarding any of such
activities.
Market for Common Stock
The Holding Company has never issued capital stock to the public and,
consequently, there is no existing market for the Common Stock. The
Holding Company has received conditional approval to have the Common Stock
listed on the National Market System of the Nasdaq Stock Market under the
symbol "____." Keefe, Bruyette has indicated its intention to act as a
market maker in the Common Stock following the consummation of the
Conversion, depending on trading volume and subject to compliance with
applicable laws and regulatory requirements. Furthermore, Webb has agreed
to use its best efforts to assist the Holding Company in obtaining
additional market makers for the Common Stock. No assurance can be given
that an active and liquid trading market for the Common Stock will develop.
Further, no assurance can be given that purchasers will be able to sell
their shares at or above the Purchase Price after the Conversion. See
"RISK FACTORS -- Absence of Prior Market for the Common Stock" and "MARKET
FOR COMMON STOCK."
Dividends
The Board of Directors of the Holding Company will consider a
dividend policy following the consummation of the Conversion. Declarations
and payments of dividends, regular or special, by the Board of Directors
will depend upon a number of factors, including the amount of the net
proceeds retained by the Holding Company, capital requirements, regulatory
limitations, the Savings Bank's and the Holding Company's financial
condition and results of operations, tax considerations and general
economic conditions. In order to pay such cash dividends, however, the
Holding Company must have available cash either from the net proceeds
raised in the Conversion and retained by the Holding Company, dividends
received from the Savings Bank or earnings on Holding Company assets.
There are certain limitations on the payment of dividends from the Savings
Bank to the Holding Company. See "DIVIDEND POLICY -- Current Regulatory
Restrictions" and "REGULATION -- The Savings Bank -- Dividends." No
assurances can be given that any dividends will be declared or, if
declared, what the amount of dividends will be or whether such dividends,
once declared, will continue.
Officers' and Directors' Common Stock Purchases and Beneficial Ownership
Officers and directors of the Savings Bank (18 persons) are expected
to subscribe for an aggregate of approximately $2.2 million of Common
Stock, or 5.1% and 3.8% of the shares to be issued in the Conversion based
on the minimum and maximum of the Estimated Valuation Range, respectively.
See "SHARES TO BE PURCHASED BY MANAGEMENT PURSUANT TO SUBSCRIPTION RIGHTS."
In addition, purchases by the ESOP, allocations under the MRP, and the
exercise of stock options issued under the Stock Option Plan, will increase
the number of shares beneficially owned by officers, directors and
employees. Allocations under the MRP will be at no cost to recipients.
Stock options are valuable only to the extent that they are exercisable and
to the extent that the market price for the underlying share of Common
Stock exceeds the exercise price. An option effectively eliminates the
market risk of holding the underlying security since the option holder pays
no consideration for the
(x)
<PAGE>
option until it is exercised. Therefore, the option holder may, within the
limits of the term of the option, wait to exercise the option until the
market price exceeds the exercise price. Assuming (i) the receipt of
stockholder approval for the MRP and the Stock Option Plan, (ii) the open
market purchase of shares on behalf of the MRP, (iii) the purchase by the
ESOP of 8% of the Common Stock sold in the Offerings, and (iv) the exercise
of stock options equal to 10% of the number of shares of Common Stock
issued in the Conversion, directors, officers and employees of the Holding
Company and the Savings Bank would have voting control, on a fully diluted
basis, of 24.65% and 23.44% of the Common Stock, based on the issuance of
Common Stock at the minimum and maximum of the Estimated Valuation Range,
respectively. See "RISK FACTORS -- Anti-takeover Considerations -- Voting
Control by Insiders." The MRP and Stock Option Plan are subject to
approval by the stockholders of the Holding Company at a meeting to be held
no earlier than six months following consummation of the Stock Conversion.
Risk Factors
See "RISK FACTORS" for a discussion of certain risks related to the
Offerings that should be considered by all prospective investors.
(xi)
<PAGE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following tables set forth certain information concerning the
consolidated financial position and results of operations of the Savings
Bank and its subsidiary at the dates and for the periods indicated.
Information at and for the nine months ended June 30, 1996 and 1997 is
unaudited, but, in the opinion of management, contains all adjustments
(none of which were other than normal recurring entries) necessary for a
fair statement of the results of such periods. This information is
qualified in its entirety by reference to the detailed information
contained in the Consolidated Financial Statements and Notes thereto
presented elsewhere in this Prospectus.
<TABLE>
<CAPTION>
At September 30,
-------------------------------------------- At June 30,
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
SELECTED FINANCIAL CONDITION DATA:
Total assets.............................. $123,889 $139,233 $151,044 $177,761 $194,357 $206,188
Loans receivable and loans held for
sale, net............................... 103,045 106,259 121,558 156,523 176,495 187,488
Investment securities held-to-maturity.... 999 1,695 8,597 3,504 -- --
Investment securities available-for sale.. 1,013 1,172 1,330 1,449 1,572 1,555
Mortgage-backed securities held-
to-maturity............................. 3,411 2,268 7,402 6,352 4,951 4,172
Cash and due from financial institutions.. 12,002 24,122 7,360 4,860 5,055 5,833
Deposit accounts.......................... 112,301 125,404 128,669 143,084 156,549 167,140
FHLB advances............................. -- -- 5,753 14,958 14,354 13,771
Total capital............................. 10,387 13,005 15,638 18,653 21,329 23,866
<CAPTION>
Nine Months
Ended
Year Ended September 30, June 30,
--------------------------------------------- ---------------
1992 1993 1994 1995 1996 1996 1997
---- ---- ---- ---- ---- ---- ----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
SELECTED OPERATING DATA:
Interest and dividend income.............. $ 11,290 $ 11,220 $ 11,307 $ 14,454 $ 16,500 $ 12,154 $13,370
Interest expense.......................... 5,769 4,938 4,715 6,360 7,629 5,682 6,237
-------- -------- -------- -------- -------- -------- -------
Net interest income....................... 5,521 6,282 6,592 8,094 8,871 6,472 7,133
Provision for loan losses................. 185 175 -- -- 70 45 334
-------- -------- -------- -------- -------- -------- -------
Net interest income
after provision for loan losses.......... 5,336 6,107 6,592 8,094 8,801 6,427 6,799
Gains (losses) from sale of loans......... 97 144 145 44 34 (52) 180
Noninterest income........................ 619 726 673 554 654 480 657
Noninterest expense....................... 2,888 3,117 3,613 4,089 5,392 3,359 3,652
Income before income taxes................ 3,164 3,860 3,797 4,603 4,097 3,496 3,984
Provision for income taxes................ 1,042 1,241 1,163 1,603 1,419 1,216 1,434
-------- -------- -------- -------- -------- -------- -------
Net income................................ $ 2,122 $ 2,619 $ 2,634 $ 3,000 $ 2,678 $ 2,280 $ 2,550
======== ======== ======== ======== ======== ======== =======
</TABLE>
(xii)
<PAGE>
<TABLE>
<CAPTION>
At September 30,
------------------------------------------ At June 30,
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
OTHER DATA:
Number of:
Real estate loans outstanding......... 2,560 2,366 2,344 2,535 2,512 2,681
Deposit accounts...................... 16,943 17,276 17,552 18,681 19,994 21,119
Full-service offices.................. 5 5 6 6 7 8
<CAPTION>
At or For
Nine Months
Ended
Year Ended September 30, June 30,
------------------------------------------ --------------
1992 1993 1994 1995 1996 1996 1997
---- ---- ---- ---- ---- ---- ----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
KEY FINANCIAL RATIOS(1):
Performance Ratios:
Return on average assets(2)........... 1.80% 1.99% 1.86% 1.82% 1.46% 1.67% 1.67%
Return on average equity(3)........... 22.53 22.11 18.27 17.44 13.21 15.27 14.95
Interest rate spread(4)............... 4.38 4.47 4.32 4.56 4.34 4.25 4.17
Net interest margin(5)................ 4.93 4.97 4.78 5.08 4.97 4.88 4.85
Average interest-earning assets
to average interest-bearing
liabilities.......................... 110.97 113.09 113.41 113.05 114.76 114.89 115.94
Noninterest expense as a
percent of average total assets...... 2.45 2.37 2.55 2.49 2.93 2.46 2.39
Efficiency ratio(6)................... 47.72 44.68 48.76 47.04 56.82 49.00 47.83
Asset Quality Ratios:
Nonaccrual and 90 days or more
past due loans as a percent
of loans receivable, net............. 1.39 0.76 0.45 0.66 0.86 0.63 4.28(7)
Nonperforming assets as a
percent of total assets.............. 1.87 0.93 0.63 0.70 0.85 0.64 4.05(8)
Allowance for losses as a
percent of loans receivable, net..... 0.94 1.07 0.92 0.71 0.64 0.67 0.78
Allowance for losses as a
percent of nonperforming loans....... 67.69 140.84 204.95 107.91 74.54 97.90 18.10(9)
Net charge-offs to average
outstanding loans.................... 0.02 0.01 0.02 -- -- 0.01 0.01
Capital Ratios:
Total equity-to-assets ratio.......... 8.38 9.34 10.35 10.49 10.97 11.18 11.57
Average equity to average assets(10).. 7.98 9.01 10.16 10.45 11.02 10.93 11.16
- ------------------
</TABLE>
(1) Annualized, where appropriate, for the nine months ended June 30, 1996 and
1997.
(2) Net income divided by average total assets.
(3) Net income divided by average equity.
(4) Difference between weighted average yield on interest-earning assets and
weighted average rate on interest-bearing liabilities.
(5) Net interest income (before provision for loan losses) as a percentage of
average interest-earning assets.
(6) Other expenses (excluding federal income tax expense) divided by the sum of
net interest income and noninterest income.
(7) This ratio would be 1.21% excluding the loans discussed under "BUSINESS OF
THE SAVINGS BANK -- Lending Activities -- Nonperforming Assets and
Delinquencies."
(8) This ratio would be 1.25% excluding the loans discussed under "BUSINESS OF
THE SAVINGS BANK -- Lending Activities -- Nonperforming Assets and
Delinquencies."
(9) This ratio would be 63.22% excluding the loans discussed under "BUSINESS OF
THE SAVINGS BANK -- Lending Activities -- Nonperforming Assets and
Delinquencies."
(10) Average total equity divided by average total assets.
(xiii)
<PAGE>
RISK FACTORS
Before investing in shares of the Common Stock offered hereby,
prospective investors should carefully consider the matters presented
below, in addition to matters discussed elsewhere in this Prospectus.
Certain Lending Risks
Risks of Construction and Land Development Lending. At June 30, 1997,
construction and land loans totalled $42.9 million, or 21.0%, of the total
loan portfolio. The majority of the construction loans were secured by
one- to four-family residences. These loans afford the Savings Bank the
opportunity to achieve higher interest rates and fees with shorter terms to
maturity than do its one- to- four family mortgage loans; however,
construction and land loans are generally considered to involve a higher
degree of risk than one- to- four family mortgage lending because of (i)
the increased difficulty at the time the loan is made of accurately
estimating total building costs and the eventual selling price of the
residence to be built, (ii) the increased difficulty and costs of
monitoring the loan, (iii) the higher degree of sensitivity to increases in
market rates of interest, and (iv) the increased difficulty of working out
problem loans. Speculative construction loans have the added risk
associated with identifying an end-purchaser for the finished home. At
June 30, 1997 nonperforming construction and land development loans were
$4.0 million compared to $771,000 at September 30, 1996. See "BUSINESS OF
THE SAVINGS BANK -- Lending Activities -- Nonperforming Assets and
Delinquencies."
Construction loans are more difficult to evaluate for potential loss
exposure than are permanent loans. At the time the loan is made, the value
of the collateral securing the loan must be estimated on the basis of a
projected selling price for the completed residence, which is typically not
established until six to 12 months later, and correlated with the estimated
building and other costs (including interest costs). Changes in the demand
for new housing in the area and higher-than-anticipated building costs may
cause actual results to vary significantly from those estimated.
Accordingly, the Savings Bank may be confronted, at the time the residence
is completed, with a loan balance exceeding the value of the collateral.
Because construction loans require active monitoring of the building
process, including cost comparisons and on-site inspections, these loans
are more difficult and costly to monitor. Increases in market rates of
interest may have a more pronounced effect on construction loans by rapidly
increasing the end-purchasers' borrowing costs, thereby reducing the
overall demand for new housing. Additionally, working out of problem
construction loans is complicated by the fact that in-process homes are
difficult to sell and typically must be completed in order to be sold
successfully. This may require the Savings Bank to advance additional
funds and contract with another builder to complete the residence.
Land development loans secured by land under development or improved
lots involve greater risks than one-to- four family residential mortgage
loans because such loans are advanced upon the predicted future value of
the developed property. If the estimate of such future value proves to be
inaccurate, in the event of default and foreclosure the Savings Bank may be
confronted with a property the value of which is insufficient to assure
full repayment.
The Savings Bank has sought to address the foregoing risks of its
construction and land development lending by developing and adhering to
underwriting policies, disbursement procedures, and monitoring practices.
Specifically, the Savings Bank (i) seeks to diversify loans among several
market areas, (ii) evaluates and documents the creditworthiness of the
borrower and the viability of the proposed project, (iii) limits loan-to-
value ratios to specified levels, (iv) controls the disbursements of
construction loan proceeds on the basis of on-site inspections by Savings
Bank personnel and independent fee inspectors and (v) monitors economic
conditions and housing inventory in each market. No assurances, however,
can be given that these practices will be successful in mitigating the
risks of construction and land development lending.
Risks of Commercial Real Estate and Multi-Family Lending. At June 30,
1997, the Savings Bank's loan portfolio included commercial real estate
loans totalling $28.9 million, or 14.1% of total loans and multi-family
loans totalling $12.6 million or 6.2% of total loans. Commercial real
estate and multi-family loans are generally viewed
1
<PAGE>
as exposing the lender to greater credit risk than one- to four-family
residential loans and typically involve higher loan principal amounts.
Repayment of these loans generally is dependent, in large part, on
sufficient income from the property to cover operating expense and debt
service. Economic events and government regulations, which are outside the
control of the borrower or lender, could impact the value of the security
for such loans or the future cash flow of the affected properties.
Approximately $18.4 million, or 63.7%, of the Savings Bank's commercial
real estate and multi-family loans are secured by properties located in
King, Pierce and Thurston Counties. At June 30, 1997, nonperforming
commercial real estate loans were $2.9 million, compared to none at
September 30, 1996. See "BUSINESS OF THE SAVINGS BANK -- Lending
Activities" and "-- Nonperforming Assets and Delinquencies."
Risks of Subprime Residential Mortgage Lending. The Savings Bank also
actively originates adjustable rate mortgage loans to "subprime" borrowers
(i.e. borrowers who do not qualify for conventional mortgage loans under
----
FHLMC guidelines) with loan to value ratios that vary in accordance with
the risk involved. Many of these loans are non-conforming because they do
not satisfy the requirements for sale in the secondary market. These loans
are secured by one- to four- family properties located in the Savings
Bank's primary market area and are originated, in many instances, to
individuals who do not qualify for conventional mortgages from secondary
market lenders because of their deficient credit history or lack of
sufficient credit history. To offset the risks of these loans, the Savings
Bank requires a lower loan-to-value ratio, a co-signer and/or other
compensating factors.
Loans to subprime borrowers present a higher risk of default than
conforming loans because of the increased potential for default by
borrowers who may have previous credit deficiencies or who do not have an
adequate credit history. Loans to subprime borrowers also involve
additional liquidity risk because they generally have a more limited
secondary market demand than conventional mortgage loans. The rates of
delinquencies, foreclosures and losses on loans to subprime borrowers could
be higher under adverse economic conditions than on loans to conventional
mortgage loan borrowers. The FDIC has recently issued a letter to all
FDIC-insured institutions highlighting the special risks associated with
subprime lending and the need for management controls. The Savings Bank
believes that the underwriting procedures and appraisal processes it
employs enable it to mitigate the higher risks inherent in subprime
lending, however, no assurance can be given that such procedures or
processes will afford adequate protection against such risks.
Potential Adverse Impact of Changes in Interest Rates
The financial condition and operations of the Savings Bank, and of
savings institutions in general, are influenced significantly by general
economic conditions, by the related monetary and fiscal policies of the
federal government and by the regulations of the Division, the FDIC and the
Federal Reserve. Deposit flows and the cost of funds are influenced by
interest rates of competing investments and general market rates of
interest. Lending activities are affected by the demand for mortgage
financing and for consumer and other types of loans, which in turn is
affected by the interest rates at which such financing may be offered and
by other factors affecting the supply of housing and the availability of
funds.
The Savings Bank's profitability is substantially dependent on its net
interest income, which is the difference between the interest income
received from its interest-earning assets and the interest expense incurred
in connection with its interest-bearing liabilities. When an institution's
interest-bearing liabilities exceed its interest-earning assets which
mature within a given period of time, material and prolonged increases in
interest rates generally would adversely affect net interest income, while
material and prolonged decreases in interest rates generally would have a
favorable effect on net interest income.
Changes in interest rates can affect the amount of loans originated by
an institution, as well as the value of its loans and other interest-
earning assets and the resultant ability to realize gains on the sale of
such assets. Changes in interest rates also can result in
disintermediation, which is the flow of funds away from savings
associations into direct investments, such as U.S. Government and corporate
securities, and other investment vehicles which, because of the absence of
federal insurance premiums and reserve requirements, generally can pay
higher rates of return than financial intermediaries such as commercial
banks and thrift institutions. See "MANAGEMENT'S DISCUSSION
2
<PAGE>
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- Asset and
Liability Management and Interest Rate Risk."
Return on Average Equity After Conversion
Return on average equity (net income for a given period divided by
average equity during that period) is a ratio used by many investors to
compare the performance of a particular financial institution to its peers.
The Holding Company's post-Conversion return on equity will be less than
the return on average equity for publicly traded thrift institutions and
their holding companies. See "SELECTED CONSOLIDATED FINANCIAL INFORMATION"
for numerical information regarding the Savings Bank's historical return on
equity and "CAPITALIZATION" for a discussion of the Holding Company's
estimated pro forma consolidated capitalization as a result of the
Conversion. In order for the Holding Company to achieve a return on
average equity comparable to the historical levels of the Savings Bank, the
Holding Company either would have to increase net income or reduce
stockholders' equity, or both, commensurate with the increase in equity
resulting from the Conversion. Reductions in equity could be achieved by,
among other things, the payment of regular or special cash dividends
(although no assurances can be given as to their payment or, if paid, their
amount and frequency), the repurchase of shares of Common Stock subject to
applicable regulatory restrictions, or the acquisition of branch offices,
other financial institutions or related businesses (neither the Holding
Company nor the Savings Bank has any present plans, arrangements, or
understandings, written or oral, regarding any repurchase or acquisitions).
Achievement of increased net income levels will depend on several important
factors outside management's control, such as general economic conditions,
including the level of market interest rates, competition and related
factors, among others. In addition, the expenses associated with the ESOP
and the MRP (see "-- New Expenses Associated with ESOP and MRP") are
expected to contribute initially to reduced earnings levels. Subject to
market conditions, initially the Savings Bank intends to deploy the net
proceeds of the Offerings to support its current lending and investment
activities to increase earnings per share and book value per share, without
assuming undue risk, with the goal of achieving a return on equity
comparable to the average for publicly traded thrift institutions and their
holding companies. This goal will likely take a number of years to achieve
and no assurances can be given that this goal can be attained.
Consequently, for the foreseeable future, investors should not expect a
return on equity which will meet or exceed the average return on equity for
publicly traded thrift institutions, many of which are not newly converted
institutions and have had time to deploy their conversion capital. See
"DIVIDEND POLICY" and "USE OF PROCEEDS."
Market Area Risk
The Savings Bank has been and intends to continue as a community
oriented financial institution, with a focus on serving customers in Grays
Harbor, Thurston, Pierce and King Counties, Washington and, to a lesser
extent, in adjoining Kitsap County. At June 30, 1997, most of the Savings
Bank's loan portfolio consisted of loans collateralized by properties
located in this market area. The Savings Bank has attempted to establish a
niche in this market area by originating owner/builder and custom
construction loans, particularly in Thurston, Pierce, King and Kitsap
Counties.
The Savings Bank considers its primary market area to include three
submarkets, each with its own risk characteristics. Grays Harbor County is
the Savings Bank's historical market area and its economy is based
primarily on the timber and fishing industries, which are subject to more
frequent and more severe recessionary periods. Secondly, Ocean Shores is a
coastal resort community in western Grays Harbor County whose economy
depends heavily on tourism and vacation home residents. A recession
typically affects a tourism and vacation based economy more significantly
than other economies. Finally, in order to diversify its market area
beyond Grays Harbor County, the Savings Bank has established branch offices
in Thurston, Pierce and King Counties and a loan production office in
Kitsap County. These counties are closer to the Olympia (Thurston County),
Tacoma (Pierce County) and Seattle (King County) metropolitan areas and
their economies are more diversified with the presence of state government
(Olympia is the state capital) and the aerospace and computer industries.
Workforce reductions in state government and/or a recession in the computer
and aerospace industries would be expected to have a material adverse
effect on
3
<PAGE>
the economies of Thurston, Pierce, King and Kitsap Counties. See "BUSINESS
OF THE SAVINGS BANK --Market Area."
Dependence on Key Personnel
The Holding Company's and the Savings Bank's future performance will
depend significantly upon the performance of key executive officers in
implementing future business strategy, the loss of one or more of whom
could have a material adverse effect on the Holding Company's and the
Savings Bank's operations. Mr. Hamre, President and Chief Executive
Officer of the Savings Bank since 1969, and Mr. Sand, Executive Vice
President of the Savings Bank since 1986, have made significant policy
decisions and have been instrumental in implementing the policies and
procedures established by the Savings Bank's Board of Directors. Although
the Board of Directors believes that other officers of the Savings Bank are
fully experienced and capable, the loss of Messrs. Hamre's or Sand's
services could have a material adverse impact on the Holding Company and
the Savings Bank. Management believes that the future success of the
Holding Company and the Savings Bank will also depend significantly upon
the ability to attract and retain qualified personnel. There can be no
assurance that the Holding Company and the Savings Bank will be successful
in attracting and retaining such personnel. See "MANAGEMENT OF THE SAVINGS
BANK."
Competition
The Savings Bank has faced, and will continue to face, strong
competition both in making loans and attracting deposits. Competition for
loans principally comes from commercial banks, thrift institutions and
mortgage banking companies. Historically, commercial banks, thrift
institutions and credit unions have been the Savings Bank's most direct
competition for deposits. The Savings Bank also competes with short-term
money market funds and with other financial institutions, such as brokerage
firms and insurance companies for deposits. In competing for loans, the
Savings Bank may be forced to offer lower loan interest rates. Conversely,
in competing for deposits, the Savings Bank may be forced to offer higher
deposit interest rates. Either case or both cases could adversely affect
net interest income. See "BUSINESS OF THE SAVINGS BANK -- Competition."
New Expenses Associated With ESOP and MRP
The Savings Bank expects to recognize additional material employee
compensation and benefit expenses associated with the implementation of the
ESOP and the MRP. The actual aggregate amount of these new expenses cannot
be currently predicted because applicable accounting practices require that
they be based on the fair market value of the shares of Common Stock when
the expenses are recognized, which would occur when shares are committed to
be released in the case of the ESOP and over the vesting period of awards
made to recipients in the case of the MRP. These expenses have been
reflected in the pro forma financial information under "PRO FORMA DATA"
assuming the Purchase Price ($10.00 per share) as fair market value.
Actual expenses, however, will be based on the fair market value of the
Common Stock at the time of recognition, which may be higher or lower than
the Purchase Price. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS -- Impact of Accounting Pronouncements
and Regulatory Policies -- Accounting for Employee Stock Ownership Plans,"
"-- Accounting for Stock-Based Compensation," "MANAGEMENT OF THE SAVINGS
BANK -- Benefits -- Employee Stock Ownership Plan" and "-- Benefits --
Management Recognition Plan."
Anti-takeover Considerations
Provisions in the Holding Company's Governing Instruments and
Washington and Federal Law. Certain provisions included in the Holding
Company's Articles of Incorporation and in the Washington Business
Corporation, as amended ("WBCA") might discourage potential proxy contests
and other potential takeover attempts, particularly those that have not
been negotiated with the Board of Directors. As a result, these provisions
may preclude takeover attempts that certain stockholders may deem to be in
their best interest and may tend to perpetuate
4
<PAGE>
existing management. These provisions include, among other things, a
provision limiting voting rights of beneficial owners of more than 10% of
the Common Stock and supermajority voting requirements for certain business
combinations. In addition, the Articles of Incorporation provides for the
election of directors to staggered terms of three years, eliminates
cumulative voting for directors, and permits the removal of directors
without cause only upon the vote of holders of 80% of the outstanding
voting shares. Certain provisions of the Articles of Incorporation of the
Holding Company cannot be amended by stockholders unless an 80% stockholder
vote is obtained. The Articles of Incorporation also contains provisions
regarding the timing and content of stockholder proposals and nominations
and limiting the calling of special meetings. The existence of these anti-
takeover provisions could result in the Holding Company being less
attractive to a potential acquiror and in stockholders receiving less for
their shares than otherwise might be available in the event of a takeover
attempt. Furthermore, regulations prohibit for three years after
consummation of the Conversion and Reorganization the ownership of more
than 10% of the Savings Bank or the Holding Company without prior Division
approval. See "RESTRICTIONS ON ACQUISITION OF THE HOLDING COMPANY."
Voting Control by Insiders. Directors and officers of the Savings
Bank and the Holding Company expect to purchase 217,550 shares of Common
Stock, or 3.8% of the shares issued in the Offerings at the maximum of the
Estimated Valuation Range. Directors and officers are also expected to
indirectly control the voting of approximately 8% of the shares of Common
Stock issued in the Conversion at the maximum of the Estimated Valuation
Range, through the ESOP. Under the terms of the ESOP, the unallocated
shares will be voted by the ESOP trustees in the same proportion as the
votes cast by participants with respect to the allocated shares.
At a meeting of stockholders to be held no earlier than six months
following the consummation of the Conversion, the Holding Company intends
to seek stockholder approval of the Holding Company's MRP, which is a non-
tax-qualified restricted stock plan for the benefit of key employees and
directors of the Holding Company and the Savings Bank. Assuming the
receipt of stockholder approval, the Holding Company expects to acquire
common stock of the Holding Company on behalf of the MRP in an amount equal
to 4% of the Common Stock issued in the Conversion, or 230,000 shares at
the maximum of the Estimated Valuation Range. These shares will be
acquired either through open market purchases or from authorized but
unissued Common Stock. Under the terms of the MRP, the MRP committee or
the MRP trustees will have the power to vote unallocated and unvested
shares. In addition, the Holding Company intends to reserve for future
issuance pursuant to the Stock Option Plan a number of authorized shares of
Common Stock equal to 10% of the Common Stock issued in the Conversion
(575,000 shares at the maximum of the Estimated Valuation Range). The
Holding Company also intends to seek approval of the Stock Option Plan at a
meeting of stockholders to be held no earlier than six months following the
consummation of the Conversion.
Assuming (i) the purchase of 217,550 shares of Common Stock by
officers and directors of the Savings Bank in the Conversion, (ii) the
receipt of stockholder approval for the MRP and the Stock Option Plan,
(iii) the open market purchase of shares on behalf of the MRP, (iv) the
purchase by the ESOP of 8% of the Common Stock sold in the Offerings, and
(v) the exercise of stock options equal to 10% of the number of shares of
Common Stock issued in the Conversion (with the option shares issued from
authorized but unissued shares), directors, officers and employees of the
Holding Company and the Savings Bank would have voting control, on a fully
diluted basis, of 23.44% of the Common Stock, based on the issuance of the
maximum of the Estimated Valuation Range. Management's potential voting
control could, together with additional stockholder support, preclude or
make more difficult takeover attempts that certain stockholders deem to be
in their best interest and may tend to perpetuate existing management.
Possible Dilutive Effect of Benefit Programs
The MRP intends to acquire an amount of Common Stock of the Holding
Company equal to 4% of the shares issued in the Conversion. Such shares of
Common Stock of the Holding Company may be acquired by the
5
<PAGE>
Holding Company either in the open market or from authorized but unissued
shares of Common Stock of the Holding Company, or a combination of both.
In the event that the MRP acquires authorized but unissued shares of Common
Stock from the Holding Company, the voting interests of existing
stockholders will be diluted and net income per share and stockholders'
equity per share will be decreased. See "PRO FORMA DATA" and "MANAGEMENT
OF THE SAVINGS BANK -- Benefits -- Management Recognition Plan." The MRP
is subject to approval by the Holding Company's stockholders.
The Stock Option Plan will provide for options for up to a number of
shares of Common Stock of the Holding Company equal to 10% of the shares
issued in the Conversion. Such shares may be authorized but unissued
shares of Common Stock of the Holding Company and, upon exercise of the
options, will result in the dilution of the voting interests of existing
stockholders and may decrease net income per share and stockholders' equity
per share. See "MANAGEMENT OF THE SAVINGS BANK -- Benefits -- 1997 Stock
Option Plan." The Stock Option Plan is subject to approval by the Holding
Company's stockholders.
Because the ESOP has a second priority Subscription Right (behind the
Eligible Account Holders) to purchase shares of Common Stock in the
Subscription Offering, it is possible that the ESOP's order will not be
filled as a result of an oversubscription. If the ESOP is not able to
purchase 8% of the shares of Common Stock issued in the Offerings, the ESOP
may either purchase such shares in the open market after the consummation
of the Conversion or acquire newly issued shares from the Holding Company,
or a combination of both. In the event the ESOP acquires newly issued
shares from the Holding Company, the voting interests of existing
stockholders will be diluted and net income per share and stockholders'
equity per share will be decreased. See "MANAGEMENT OF THE SAVINGS BANK --
Benefits -- Employee Stock Ownership Plan."
Assuming the MRP, Stock Option Plan and ESOP are funded entirely with
authorized but unissued shares from the Holding Company, the voting
interests of stockholders would be diluted by 18.03% at the minimum,
midpoint, maximum and maximum, as adjusted, of the Estimated Valuation
Range, respectively.
Absence of Prior Market for the Common Stock
The Holding Company has never issued capital stock and, consequently,
there is no existing market for the Common Stock. Although the Holding
Company has received conditional approval to list the Common Stock on
National Market System of the Nasdaq Stock Market under the symbol "____,"
there can be no assurance that an active and liquid trading market for the
Common Stock will develop, or once developed, will continue. Furthermore,
there can be no assurance that purchasers will be able to sell their shares
at or above the Purchase Price. See "MARKET FOR COMMON STOCK."
Possible Increase in Estimated Valuation Range and Number of Shares Issued
The Estimated Valuation Range may be increased up to 15% to reflect
material changes in the financial condition or results of operations of the
Savings Bank or changes in market conditions or general financial, economic
or regulatory conditions following the commencement of the Offerings. If
the Estimated Valuation Range is increased, it is expected that the Holding
Company would increase the Estimated Price Range so that up to 6,612,500
shares of Common Stock at the Purchase Price would be issued for an
aggregate price of up to $66.1 million. This increase in the number of
shares would decrease a subscriber's pro forma net income per share and
stockholders' equity per share, increase the Holding Company's pro forma
consolidated stockholders' equity and net income, and increase the Purchase
Price as a percentage of pro forma stockholders' equity per share and net
earnings per share. See "PRO FORMA DATA."
6
<PAGE>
Risk of Delayed Offering
The Holding Company and the Savings Bank expect to complete the
Conversion within the time periods indicated in this Prospectus.
Nevertheless, it is possible, although not anticipated, that there could be
a significant delay in the completion of the Conversion as a result of
delays in receiving approval of the Conversion by the Division, a notice of
non-objection to the Conversion from the FDIC or the approval of the
Federal Reserve of the Holding Company's acquisition of the Savings Bank.
If the Conversion is not completed by ________ __, 1997 (45 days after the
last day of the fully extended Subscription Offering) and the Division
consents to an extension of time to complete the Conversion, subscribers
will be given the right to modify or rescind their subscriptions. In such
event, unless an affirmative indication is received from subscribers that
they wish to continue to subscribe for shares, their funds will be returned
promptly, together with interest at the Savings Bank's passbook rate, or
their withdrawal authorizations will be terminated.
Potential Operating Restrictions Associated with Regulatory Oversight
The Savings Bank is, and the Holding Company upon consummation of the
Conversion will be, subject to extensive government regulation and
oversight. Such regulation and supervision govern the activities in which
an institution can engage and is designed primarily to protect the federal
deposit insurance fund and depositors. Regulatory authorities have
extensive discretion in connection with their supervisory and enforcement
activities, including the imposition of restrictions on the operation of an
institution, the classification of assets by the institution and the
determination of the adequacy of an institution's allowance for loan
losses. See "REGULATION."
Possible Adverse Income Tax Consequences of the Distribution of
Subscription Rights
If the Subscription Rights granted to Eligible Account Holders,
Supplemental Eligible Account Holders and Other Members of the Savings Bank
are deemed to have an ascertainable value, receipt of such rights may be a
taxable event (either as capital gain or ordinary income), which may be
recognizable by all or only by those Eligible Account Holders, Supplemental
Eligible Account Holders or Other Members who exercise the Subscription
Rights (either as capital gain or ordinary income) in an amount equal to
such value. Additionally, the Savings Bank could be required to recognize
a gain for tax purposes on such distribution. Whether Subscription Rights
are considered to have ascertainable value is an inherently factual
determination. The Savings Bank has been advised by RP Financial that such
rights have no value; however, RP Financial's conclusion is not binding on
the Internal Revenue Service ("IRS"). See "THE CONVERSION -- Effects of
Conversion to Stock Form on Depositors and Borrowers of the Savings Bank --
Tax Effects."
TIMBERLAND BANCORP, INC.
The Holding Company was organized as a Washington corporation at the
direction of the Savings Bank on September 8, 1997 to acquire all of the
outstanding capital stock of the Savings Bank to be issued upon its
Conversion. The Holding Company has filed an application with the Federal
Reserve and the Division to become a bank holding company and for approval
to acquire the Savings Bank. Prior to the Conversion, the Holding Company
will not engage in any significant operations. After the Conversion, the
Holding Company will be classified as a one-bank holding company subject to
regulation by the Division and the Federal Reserve, and its principal
business will be the ownership of the Savings Bank. Immediately following
the Conversion, the only significant assets of the Holding Company will be
the capital stock of the Savings Bank, that portion of the net proceeds of
the Offerings to be retained by the Holding Company and a note receivable
from the ESOP evidencing a loan from the Holding Company to fund the
Savings Bank's ESOP. See "BUSINESS OF THE HOLDING COMPANY."
The holding company structure will permit the Holding Company to
expand the financial services currently offered through the Savings Bank.
Management believes that the holding company structure and retention of a
portion of the proceeds of the Offerings will, should it decide to do so,
facilitate the repurchase of its stock without
7
<PAGE>
adverse tax consequences. There are no present plans, arrangements,
agreements, or understandings, written or oral, regarding any such
repurchases. See "REGULATION -- The Holding Company."
TIMBERLAND SAVINGS BANK, SSB
The Savings Bank was established in 1915 as "Southwest Washington
Savings and Loan Association." In 1935, the Savings Bank converted from a
state-chartered mutual savings and loan association to a federally
chartered mutual savings and loan association, and in 1972, changed its
name to "Timberland Federal Savings and Loan Association." In 1990, the
Savings Bank converted to a federally-chartered mutual savings bank under
the name "Timberland Savings Bank, FSB." In 1991, the Savings Bank
converted to a Washington-chartered mutual savings bank and adopted its
current name. In connection with the mutual to stock conversion, the
Savings Bank will convert to a Washington-chartered capital stock savings
bank and will become a subsidiary of the Holding Company. The Savings Bank
is regulated by the Division, its primary regulator, and the FDIC, the
insurer of its deposits. The Savings Bank's deposits are federally insured
by the FDIC under the SAIF. The Savings Bank is a member of the FHLB
System. At June 30, 1997, the Savings Bank had total assets of $206.2
million, total deposit accounts of $167.1 million and total capital of
$23.9 million, or 11.6% of total assets, on a consolidated basis.
The Savings Bank is a community oriented savings bank which has
traditionally offered a variety of savings products to its retail customers
while concentrating its lending activities on real estate mortgage loans.
Lending activities have been focused primarily on the origination of loans
secured by one- to four-family residential dwellings, including an emphasis
on residential construction and land development loans, as well as the
origination of multi-family and commercial real estate loans. The Savings
Bank actively originates adjustable rate residential mortgage loans to
"subprime" borrowers who do not qualify for conventional residential
mortgage loans under FHLMC guidelines. At June 30, 1997, the Savings
Bank's gross loan portfolio totaled $204.6 million, of which $102.0
million, or 49.8%, were one- to four-family residential mortgage loans,
$42.9 million, or 21.0%, were construction and land development loans (the
majority of which related to one- to four-family residences), and $41.5
million, or 20.3%, were multi-family or commercial real estate loans.
Construction and commercial real estate loans generally involve a greater
risk of loss than one- to- four family mortgage loans. See "RISK FACTORS -
- Certain Lending Risks."
The Savings Bank also invests in short- to- intermediate term U.S.
Treasury securities and U.S. Government agency obligations, and mortgage-
backed securities issued by U.S. Government agencies. At June 30, 1997,
the Savings Bank's investment and mortgage-backed securities portfolio had
a carrying value of $5.7 million. See "BUSINESS OF THE SAVINGS BANK --
Investment Securities."
Deposits have been the primary source of funds for the Savings Bank's
investment and lending activities. The Savings Bank plans to continue to
fund its operations primarily with deposits, although advances from the
FHLB-Seattle have been used as a supplemental source of funds. See
"BUSINESS OF THE SAVINGS BANK --Deposits and Other Sources of Funds."
The Savings Bank's primary market area is comprised of Grays Harbor,
Thurston, Pierce and King Counties, Washington. The Savings Bank also
originates loans in adjoining Kitsap County, Washington. The Savings
Bank's main office is located at 624 Simpson Avenue, Hoquiam, Washington
98550, and its telephone number is (360) 533-4747. See "BUSINESS OF THE
SAVINGS BANK -- Market Area."
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock offered hereby are
estimated to range from $41.5 million to $56.5 million, or up to $65.2
million if the Estimated Valuation Range is increased by 15%. See "PRO
FORMA DATA" for the assumptions used to arrive at such amounts. The
Holding Company plans to contribute to the Savings Bank 50% of the net
proceeds from the sale of the Common Stock to the Savings Bank in exchange
for all of the issued and outstanding shares of common stock of the Savings
Bank, and retain the remaining net proceeds.
8
<PAGE>
This will result in the Holding Company retaining approximately $20.8
million to $28.3 million of net proceeds, or up to $32.6 million if the
Estimated Valuation Range is increased by 15%, and the Savings Bank
receiving an equal amount.
Receipt of 50% of the net proceeds of the sale of the Common Stock
will increase the Savings Bank's capital and will support the expansion of
the Savings Bank's existing business activities. The Savings Bank will use
the funds contributed to it for general corporate purposes, including,
initially, local lending, investment in short term U.S. government and
agency obligations and the possible repayment of outstanding FHLB advances.
The Savings Bank may also use a portion of the net proceeds contributed to
it to acquire or establish additional branch offices within its primary
market area. Currently, there are no specific plans, arrangements,
agreements or understandings, written or oral, regarding any additional
branching activities.
In connection with the Conversion and the establishment of the ESOP,
the Holding Company intends to loan the ESOP the amount necessary to
purchase 8% of the shares sold in the Conversion. The Holding Company's
loan to fund the ESOP may range from $3.4 million to $4.6 million based on
the sale of 340,000 shares to the ESOP (at the minimum of the Estimated
Valuation Range) and 460,000 shares (at the maximum of the Estimated
Valuation Range), respectively, at $10.00 per share. If 15% above the
maximum of the Estimated Valuation Range, or 6,612,500 shares, are sold in
the Conversion, the Holding Company's loan to the ESOP would be
approximately $5.3 million. It is anticipated that the ESOP loan will have
a 10-year term with interest payable at the prime rate as published in The
Wall Street Journal on the closing date of the Conversion. The loan will
be repaid principally from the Savings Bank's contributions to the ESOP
and, if appropriate, from dividends payable on the Common Stock.
The remaining net proceeds retained by the Holding Company initially
will be invested primarily in short term U.S. government and agency
obligations. Such proceeds will be available for additional contributions
to the Savings Bank in the form of debt or equity, to support possible
future diversification or acquisition activities, as a source of dividends
to the stockholders of the Holding Company and for future repurchases of
Common Stock to the extent permitted under Washington law and federal
regulations. Currently, there are no specific plans, arrangements,
agreements or understandings, written or oral, regarding any such
activities.
Upon completion of the Conversion, the Board of Directors will have
the authority to adopt stock repurchase plans, subject to statutory and
regulatory requirements. Since the Holding Company has not yet issued
stock, there is currently insufficient information upon which an intention
to repurchase stock could be based. The facts and circumstances upon which
the Board of Directors may determine to repurchase stock in the future may
include but are not limited to: (i) market and economic factors such as the
price at which the stock is trading in the market, the volume of trading,
the attractiveness of other investment alternatives in terms of the rate of
return and risk involved in the investment, the ability to increase the
book value and/or earnings per share of the remaining outstanding shares,
and the ability to improve the Holding Company's return on equity; (ii) the
avoidance of dilution to stockholders by not having to issue additional
shares to cover the exercise of stock options or to fund employee stock
benefit plans; and (iii) any other circumstances in which repurchases would
be in the best interests of the Holding Company and its stockholders. Any
stock repurchases will be subject to a determination by the Board of
Directors that both the Holding Company and the Savings Bank will be
capitalized in excess of all applicable regulatory requirements after any
such repurchases and that capital will be adequate, taking into account,
among other things, the level of nonperforming and other risk assets, the
Holding Company's and the Savings Bank's current and projected results of
operations and asset/liability structure, the economic environment and tax
and other regulatory considerations. See "REGULATION -- The Holding
Company -- Stock Repurchases."
The consolidated capital levels of the Holding Company will be
significant after the consummation of the Conversion as a result of the net
proceeds from the Offerings. See "RISK FACTORS -- Return on Equity after
Conversion," "CAPITALIZATION," and "HISTORICAL AND PRO FORMA CAPITAL
COMPLIANCE." In light of such capital levels, the Holding Company may
consider a possible post-Conversion tax-free distribution to stockholders
in the form of a return of capital. However, there are no current plans
regarding such a distribution
9
<PAGE>
and the Holding Company has committed to the FDIC not to make any such
distribution within the first year following the consummation of the
Conversion.
DIVIDEND POLICY
General
The Board of Directors of the Holding Company will consider a
dividend policy following the consummation of the Conversion. Declarations
or payments of dividends, regular or special, will be subject to
determination by the Holding Company's Board of Directors, which will take
into account the amount of the net proceeds retained by the Holding
Company, the Holding Company's financial condition, results of operations,
tax considerations, capital requirements, industry standards, economic
conditions and other factors, including the regulatory restrictions which
affect the payment of dividends by the Savings Bank to the Holding Company
discussed below. No assurances can be given that any dividends will be
declared or, if declared, what the amount of dividends will be or whether
such dividends, once declared, will continue.
Current Regulatory Restrictions
Dividends from the Holding Company will depend, in part, upon receipt
of dividends from the Savings Bank because the Holding Company initially
will have no source of income other than dividends from the Savings Bank
and earnings from the investment of the net proceeds from the Conversion
retained by the Holding Company. Consequently, future declarations of cash
dividends by the Holding Company may depend upon dividend payments by the
Savings Bank to the Holding Company, which payments are subject to various
restrictions. As a converted institution, the Savings Bank also will be
subject to the regulatory restriction that it will not be permitted to
declare or pay a dividend on or repurchase any of its capital stock if the
effect thereof would be to cause its regulatory capital to be reduced below
the amount required for the liquidation account established in connection
with the Conversion. Under Washington law, the Holding Company is
prohibited from paying a dividend if, as a result of its payment, the
Holding Company would be unable to pay its debts as they become due in the
normal course of business, or if the Holding Company's total liabilities
would exceed its total assets. See "REGULATION -- The Savings Bank --
Dividends," "THE CONVERSION -- Effects of Conversion to Stock Form on
Depositors and Borrowers of the Savings Bank -- Liquidation Account" and
Note 15 of Notes to the Consolidated Financial Statements included
elsewhere herein.
Tax Considerations
In addition to the foregoing, retained earnings of the Savings Bank
appropriated to bad debt reserves and deducted for federal income tax
purposes cannot be used by the Savings Bank to pay cash dividends to the
Holding Company without the payment of federal income taxes by the Savings
Bank at the then current income tax rate on the amount deemed distributed,
which would include the amount of any federal income taxes attributable to
the distribution. See "TAXATION -- Federal Taxation" and Note 11 of Notes
to the Consolidated Financial Statements included elsewhere herein. The
Holding Company does not contemplate any distribution by the Savings Bank
that would result in a recapture of the Savings Bank's bad debt reserve or
create the above-mentioned federal tax liabilities.
MARKET FOR COMMON STOCK
The Holding Company has never issued capital stock and, consequently,
there is no existing market for the Common Stock. Although the Holding
Company has received conditional approval to list the Common Stock on the
National Market System of the Nasdaq Stock Market under the symbol "____,"
there can be no assurance that the Holding Company will meet Nasdaq
National Market System listing requirements, which include a minimum market
capitalization, at least three market makers and a minimum number of record
holders. Keefe, Bruyette has indicated its intention to act as a market
maker for the Holding Company's Common Stock following consummation
10
<PAGE>
of the Conversion and will assist the Holding Company in seeking to
encourage at least two additional market makers to establish and maintain a
market in the Common Stock. Making a market involves maintaining bid and
ask quotations and being able, as principal, to effect transactions in
reasonable quantities at those quoted prices, subject to various securities
laws and other regulatory requirements. The Holding Company anticipates
that prior to the completion of the Conversion it will be able to obtain
the commitment from at least two additional broker-dealers to act as market
maker for the Common Stock. Additionally, the development of a liquid
public market depends on the existence of willing buyers and sellers, the
presence of which is not within the control of the Holding Company, the
Savings Bank or any market maker. There can be no assurance that an active
and liquid trading market for the Common Stock will develop or that, if
developed, it will continue. The number of active buyers and sellers of
the Common Stock at any particular time may be limited. Under such
circumstances, investors in the Common Stock could have difficulty
disposing of their shares on short notice and should not view the Common
Stock as a short-term investment. Furthermore, there can be no assurance
that purchasers will be able to sell their shares at or above the Purchase
Price or that quotations will be available on the National Market System of
the Nasdaq Stock Market as contemplated.
11
<PAGE>
CAPITALIZATION
The following table presents the historical deposits, borrowings and
capitalization of the Savings Bank at June 30, 1997, and the pro forma
consolidated capitalization of the Holding Company after giving effect to the
assumptions set forth under "PRO FORMA DATA," based on (i) the sale of the
number of shares of Common Stock set forth below in the Conversion at the
minimum, midpoint and maximum of the Estimated Valuation Range, and based on
(ii) the sale of 6,612,500 shares (representing the shares that would be issued
in the Conversion after giving effect to an additional 15% increase in the
maximum valuation in the Estimated Valuation Range, subject to receipt of an
updated appraisal confirming such valuation and Division approval). A change in
the number of shares to be issued in the Conversion may materially affect pro
forma consolidated capitalization.
<TABLE>
<CAPTION>
Holding Company
Pro Forma Consolidated Capitalization
Based Upon the Sale of
------------------------------------------------------------
4,250,000 5,000,000 5,750,000 6,612,500
Shares at Shares at Shares at Shares at
Savings Bank $10.00 $10.00 $10.00 $10.00
Historical Per Share(1) Per Share(1) Per Share(1) Per Share(2)
------------ ---------- ---------- ------------- ------------
(In thousands)
<S> <C> <C> <C> <C> <C>
Deposits(3)............................ $167,140 $167,140 $167,140 $167,140 $167,140
ESOP borrowings(4)..................... -- -- -- -- --
Borrowings............................. 13,771 13,771 13,771 13,771 13,771
-------- -------- -------- -------- --------
Total deposits and borrowings.......... $180,911 $180,911 $180,911 $180,911 $180,911
======== ======== ======== ======== ========
Capital Stock:
Preferred Stock:
1,000,000 shares, $.01
par value per share,
authorized; none issued
or outstanding..................... $ -- -- -- -- --
Common Stock:
50,000,000 shares, $.01 par
value per share, authorized;
specified number of shares
assumed to be issued and
outstanding(5)..................... -- 43 50 58 66
Additional paid-in capital........... -- 41,492 48,985 56,477 65,094
Less:
Common Stock acquired by ESOP(4)... -- (3,400) (4,000) (4,600) (5,290)
Common Stock to be
acquired by MRP(6)................ -- (1,700) (2,000) (2,300) (2,645)
Undivided profits(7)................... 23,866 23,866 23,866 23,866 23,866
-------- -------- -------- -------- --------
Total stockholders' equity............. $ 23,866 $ 60,301 $ 66,901 $ 73,501 $ 81,091
======== ======== ======== ======== ========
</TABLE>
(footnotes on following page)
12
<PAGE>
-------------------
(1) Does not reflect the possible increase in the Estimated Valuation Range
to reflect changes in market or financial conditions or the issuance of
additional shares under the Stock Option Plan.
(2) This column represents the pro forma capitalization of the Holding
Company in the event the aggregate number of shares of Common Stock
issued in the Conversion is 15% above the maximum of the Estimated
Valuation Range as a result of changes in market or financial
conditions. See "PRO FORMA DATA" and Footnote 1 thereto.
(3) Withdrawals from deposit accounts for the purchase of Common Stock are
not reflected. Such withdrawals will reduce pro forma deposits by the
amounts thereof.
(4) Assumes that 8% of the Common Stock sold in the Conversion will be
acquired by the ESOP in the Conversion with funds borrowed from the
Holding Company. In accordance with generally accepted accounting
principles ("GAAP"), the amount of Common Stock to be purchased by the
ESOP represents unearned compensation and is, accordingly, reflected as
a reduction of capital. As shares are released to ESOP participant
accounts, a corresponding reduction in the charge against capital will
occur. Assuming shares of Common Stock appreciate in value over time,
Statement of Position ("SOP") 93-6 requires that compensation expense
be recorded based on the fair value of shares released with a
corresponding increase in paid in capital. The effect of SOP 93-6 on
net income and book value per share in future periods cannot be
predicted due to the uncertainty of the fair value of the shares of
Common Stock subsequent to their issue. Since the funds are borrowed
from the Holding Company, the borrowing would not be separately
reflected in the consolidated financial statements of the Holding
Company. On an unconsolidated basis, however, the outstanding
principal balance of the ESOP loan will be reflected as a liability on
the balance sheet of the Savings Bank, offset by a contra equity
account of equal amount representing unearned compensation. See
"MANAGEMENT OF THE SAVINGS BANK --Benefits -- Employee Stock Ownership
Plan."
(5) The Savings Bank's authorized capital will consist solely of 1,000
shares of common stock, $1.00 par value per share, all of which will be
issued to the Holding Company.
(6) Assumes the purchase in the open market, pursuant to the proposed MRP,
of a number of shares equal to 4% of the shares of Common Stock issued
in the Conversion at the minimum, midpoint, maximum and 15% above the
maximum of the Estimated Valuation Range. The issuance of an
additional 4% of the shares of Common Stock for the MRP from authorized
but unissued shares of Holding Company Common Stock would dilute the
ownership interest of stockholders by 3.85%. The shares are reflected
as a reduction of stockholders' equity. See "RISK FACTORS -- Possible
Dilutive Effect of Benefit Programs," "PRO FORMA DATA" and "MANAGEMENT
OF THE SAVINGS BANK -- Benefits -- Management Recognition Plan." The
MRP is subject to stockholder approval and is expected to be adopted by
stockholders at a meeting to be held no earlier than six months
following consummation of the Conversion.
(7) Undivided profits are substantially restricted by applicable regulatory
capital requirements. Additionally, the Savings Bank will be
prohibited from paying any dividend that would reduce its regulatory
capital below the amount in the liquidation account, which will be
established for the benefit of the Savings Bank's Eligible Account
Holders and Supplemental Eligible Account Holders at the time of the
Conversion and adjusted downward thereafter. See "THE CONVERSION --
Effects of Conversion to Stock Form on Depositors and Borrowers of the
Savings Bank -- Liquidation Account."
13
<PAGE>
HISTORICAL AND PRO FORMA CAPITAL COMPLIANCE
The following table presents the Savings Bank's historical and pro forma
capital position relative to its capital requirements at June 30, 1997. The
amount of capital infused into the Savings Bank for purposes of the following
table is 50% of the net proceeds from the sale of the Common Stock. For a
discussion of the assumptions underlying the pro forma capital calculations
presented below, see "USE OF PROCEEDS," "CAPITALIZATION" and "PRO FORMA DATA."
The definitions of the terms used in the table are those provided in the capital
regulations issued by the Division. See "REGULATION -- The Savings Bank --
Capital Requirements" and "REGULATION -- The Holding Company -- Capital
Requirements."
<TABLE>
<CAPTION>
PRO FORMA AT JUNE 30, 1997
--------------------------
Minimum of Estimated
Valuation Range
-----------------------
4,250,000 Shares
June 30, 1997 at $10.00 Per Share
----------------- ----------------------
Percent of Percent of
Adjusted Adjusted
Total Total
Amount Assets (1) Amount Assets (1)
------ ---------- ------ ----------
(Dollars in thousands)
<S> <C> <C> <C> <C>
GAAP capital............... $23,866 11.57% $34,434 15.52%
======= ===== ======= =====
Tier 1 (leverage) capital.. $23,866 11.71% $34,434 15.69%
Tier 1 (leverage) capital
requirement............... 6,114 3.00 6,584 3.00
------- ----- ------- -----
Excess..................... $17,752 8.71% $27,850 12.69%
======= ===== ======= =====
Tier 1 risk adjusted
capital................... $23,866 15.96% $34,434 21.88%
Tier 1 risk adjusted
capital requirement....... 5,981 4.00 6,294 4.00
------- ----- ------- -----
Excess..................... $17,885 11.96% $28,140 17.88%
======= ===== ======= =====
Total risk based capital... $25,320 16.93% $35,888 22.81%
Total risk based
capital requirement....... 11,962 8.00 12,589 8.00
------- ----- ------- -----
Excess..................... $13,358 8.93% $23,299 14.81%
======= ===== ======= =====
<CAPTION>
PRO FORMA AT JUNE 30, 1997
------------------------------------------------------------------------------
15% above
Midpoint of Estimated Maximum of Estimated Maximum of Estimated
Valuation Range Valuation Range Valuation Range
---------------------- -------------------- ---------------------
5,000,000 Shares 5,750,000 Shares 6,612,500 Shares
at $10.00 Per Share at $10.00 Per Share at $10.00 Per Share
---------------------- -------------------- ---------------------
Percent of Percent of Percent of
Adjusted Adjusted Adjusted
Total Total Total
Amount Assets (1) Amount Assets (1) Amount Assets (1)
------ ---------- ------ ---------- ------ ----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
GAAP capital............... $36,384 16.19% $38,334 16.85% $40,576 17.58%
======= ===== ======= ===== ======= =====
Tier 1 (leverage) capital.. $36,384 16.36% $38,334 17.02% $40,576 17.76%
Tier 1 (leverage) capital
requirement............... 6,670 3.00 6,755 3.00 6,854 3.00
------- ----- ------- ----- ------- -----
Excess..................... $29,714 13.36% $31,579 14.02% $33,722 14.76%
======= ===== ======= ===== ======= =====
Tier 1 risk adjusted
capital................... $36,384 22.91% $38,334 23.93% $40,576 25.07%
Tier 1 risk adjusted
capital requirement....... 6,351 4.00 6,408 4.00 6,474 4.00
------- ----- ------- ----- ------- -----
Excess..................... $30,033 18.91% $31,926 19.93% $34,102 21.07%
======= ===== ======= ===== ======= =====
Total risk based capital... $37,838 23.83% $39,788 24.83% $42,030 25.97%
Total risk based
capital requirement....... 12,703 8.00 12,817 8.00 12,948 8.00
------- ----- ------- ----- ------- -----
Excess..................... $25,135 15.83% $26,971 16.83% $29,082 17.97%
======= ===== ======= ===== ======= =====
</TABLE>
- ----------------------
(1) For the Tier 1 (leverage) capital and Washington regulatory capital
calculations, percent of total average assets. For the Tier 1 risk-based
capital and total risk-based capital calculations, percent of total risk-
weighted assets. Net proceeds (after ESOP and MRP) were assumed to be
invested in one- to four-family residential mortgage loans with a weighted
average risk-weight of 50%.
(2) As a Washington-chartered savings bank, the Savings Bank is subject to the
capital requirements of the FDIC and the Division. The FDIC requires state-
chartered savings banks, including the Savings Bank, to have a minimum
leverage ratio of Tier 1 capital to total assets of at least 3%, provided,
however, that all institutions, other than those (i) receiving the highest
rating during the examination process and (ii) not anticipating any
significant growth, are required to maintain a ratio of 1% to 2% above the
stated minimum, with an absolute total capital to risk-weighted assets of at
least 8%. The Savings Bank has not been notified by the FDIC of any leverage
capital requirement specifically applicable to it. However, for the purposes
of this table, the Savings Bank has assumed that its leverage capital
requirement is 4% of total average assets.
14
<PAGE>
PRO FORMA DATA
Under the Plan of Conversion, the Common Stock must be sold at a price
equal to the estimated pro forma market value of the Holding Company and the
Savings Bank, based upon an independent valuation. The Estimated Valuation Range
as of August 29, 1997 is from a minimum of $42.5 million to a maximum of $57.5
million with a midpoint of $50.0 million or, at a price per share of $10.00, a
minimum number of shares of 4,250,000, a maximum number of shares of 5,750,000
and a midpoint number of shares of 5,000,000. The actual net proceeds from the
sale of the Common Stock cannot be determined until the Conversion is completed.
However, net proceeds set forth on the following table are based upon the
following assumptions: (i) Webb will receive a management fee of $25,000; (ii)
all of the shares will be sold in the Subscription and Direct Community Offering
for which Webb will receive a fee of 1.25% (no fee will be paid for shares
purchased by the Savings Bank's directors, executive officers and members of
their immediate families, and the ESOP); (iii) Webb's management fee shall be
applied against the success fee, and the success fee shall not exceed $500,000;
and (iv) Conversion expenses, excluding fees paid to Webb, will be approximately
$465,000 at each of the minimum, midpoint, maximum and 15% above the maximum of
the Estimated Valuation Range. Actual expenses may vary from this estimate, and
the fees paid will depend upon the percentages and total number of shares sold
in the Offerings and other factors.
The pro forma consolidated net income of the Savings Bank for the year
ended September 30, 1996 and for the nine months ended June 30, 1997 has been
calculated as if the Conversion had been completed at the beginning of each
period and the estimated net proceeds received by the Holding Company and the
Savings Bank had been invested at the arithmetic average of the yield earned by
the Savings Bank on its interest-earning assets and the rates paid on its
deposits. As discussed under "USE OF PROCEEDS," the Holding Company expects to
retain 50% of the net proceeds of the Offerings from which it will fund the ESOP
loan. A pro forma after-tax return of 4.64% and 4.60% is used for both the
Holding Company and the Savings Bank for the year ended September 30, 1996 and
the nine months ended June 30, 1997, respectively, after giving effect to a
federal tax rate of 34.0%.
Historical and pro forma per share amounts have been calculated by
dividing historical and pro forma amounts by the indicated number of shares of
Common Stock. Per share amounts have been computed as if the Common Stock had
been outstanding at the beginning of the period or at the dates shown, but
without any adjustment of per share historical or pro forma stockholders' equity
to reflect the earnings on the estimated net proceeds.
The following tables summarize the historical net income and total equity
of the Savings Bank and the pro forma consolidated net income and stockholders'
equity of the Holding Company for the periods and at the dates indicated, based
on the minimum, midpoint and maximum of the Estimated Valuation Range and based
on a 15% increase in the maximum of the Estimated Valuation Range. No effect has
been given to (i) the shares to be reserved for issuance under the Holding
Company's Stock Option Plan, which is expected to be adopted by stockholders at
a meeting to be held no earlier than six months following consummation of the
Conversion; (ii) withdrawals from deposit accounts for the purpose of purchasing
Common Stock in the Conversion; (iii) the issuance of shares from authorized but
unissued shares to the MRP, which is expected to be adopted by stockholders at a
meeting to be held no earlier than six months following consummation of the
Conversion; or (iv) the establishment of a liquidation account for the benefit
of Eligible Account Holders and Supplemental Eligible Account Holders. See
"MANAGEMENT OF THE SAVINGS BANK -- Benefits -- 1997 Stock Option Plan" and "THE
CONVERSION -- Stock Pricing and Number of Shares to be Issued." Shares of Common
Stock may be purchased with funds on deposit at the Savings Bank, which will
reduce deposits by the amounts of such purchases. Accordingly, the net amount of
funds available for investment will be reduced to the extent shares are
purchased with funds on deposit.
The following pro forma information may not be representative of the
financial effects of the Conversion at the date on which the Conversion actually
occurs and should not be taken as indicative of future results of operations.
Stockholders' equity represents the difference between the stated amounts of
consolidated assets and liabilities of the Holding Company computed in
accordance with GAAP. Stockholders' equity has not been increased or decreased
to reflect the difference between the carrying value of loans and other assets
and market value. Stockholders' equity is not intended to represent fair market
value nor does it represent amounts that would be available for distribution to
stockholders in the event of liquidation.
15
<PAGE>
<TABLE>
<CAPTION>
At or For the Year Ended September 30, 1996
------------------------------------------------
Minimum of Midpoint of Maximum of 15% Above
Estimated Estimated Estimated Maximum of
Valuation Valuation Valuation Estimated
Range Range Range Valuation Range
---------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
4,250,000 5,000,000 5,750,000 6,612,500(1)
Shares Shares Shares Shares
at $10.00 at $10.00 at $10.00 at $10.00
Per Share Per Share Per Share Per Share
--------- --------- --------- ---------
(In thousands, except per share amounts)
Gross proceeds........... $42,500 $50,000 $57,500 $66,125
Less:
Estimated offering
expenses................ 965 965 965 965
------- ------- ------- -------
Estimated net proceeds $41,535 $49,035 $56,535 $65,160
Less:
ESOP shares.............. (3,400) (4,000) (4,600) (5,290)
MRP shares............... (1,700) (2,000) (2,300) (2,645)
------- ------- ------- -------
Estimated net cash
proceeds to the
Holding Company........ $36,435 $43,035 $49,635 $57,225
Consolidated net
income:
Historical.............. $ 2,678 $ 2,678 $ 2,678 $ 2,678
Pro forma income on
net proceeds(2)........ 1,691 1,997 2,303 2,655
Pro forma ESOP
adjustments(3)......... (224) (264) (304) (349)
Pro forma MRP
adjustments(4)......... (224) (264) (304) (349)
------- ------- ------- -------
Pro forma............. $ 3,921 $ 4,147 $ 4,373 $ 4,635
======= ======= ======= =======
Consolidated net income
per share(5)(6):
Historical.............. $ 0.68 $ 0.58 $ 0.50 $ 0.44
Pro forma income on
net proceeds........... 0.43 0.43 0.43 0.43
Pro forma ESOP
adjustments(3)......... (0.06) (0.06) (0.06) (0.06)
Pro forma MRP
adjustments(4)......... (0.06) (0.06) (0.06) (0.06)
------- ------- ------- -------
Pro forma............. $ 0.99 $ 0.89 $ 0.81 $ 0.75
======= ======= ======= =======
Consolidated
stockholders' equity
(book value)(7):
Historical.............. $21,329 $21,329 $21,329 $21,329
Estimated net
proceeds............... 41,535 49,035 56,535 65,160
Less:
Common Stock
acquired by ESOP....... (3,400) (4,000) (4,600) (5,290)
Common Stock to be
acquired by MRP(4)..... (1,700) (2,000) (2,300) (2,645)
------- ------- ------- -------
Pro forma(7).......... $57,764 $64,364 $70,964 $78,554
======= ======= ======= =======
Consolidated
stockholders' equity
per share(6)(8):
Historical(6)........... $ 5.02 $ 4.27 $ 3.71 $ 3.23
Estimated net
proceeds............... 9.77 9.81 9.83 9.85
Common Stock
acquired by ESOP....... (0.80) (0.80) (0.80) (0.80)
Common Stock to be
acquired by MRP(4)..... (0.40) (0.40) (0.40) (0.40)
------- ------- ------- -------
Pro forma(9).......... $ 13.59 $ 12.88 $ 12.34 $ 11.88
======= ======= ======= =======
Purchase Price as a
percentage of pro
forma stockholders'
equity per share........ 73.58% 77.64% 81.04% 84.18%
======= ======= ======= =======
Purchase Price as a
multiple of pro forma
net income per share.... 10.10x 11.24x 12.35x 13.33x
======= ======= ======= =======
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
At or For the Nine Months Ended June 30, 1997
----------------------------------------------------
Minimum of Midpoint of Maximum of
Estimated Estimated Estimated 15% Above
Valuation Valuation Valuation Estimated
Range Range Range Valuation Range
---------- ---------- ---------- ---------------
4,250,000 5,000,000 5,750,000 6,612,500(1)
Shares Shares Shares Shares
at $10.00 at $10.00 at $10.00 at $10.00
Per Share Per Share Per Share Per Share
--------- --------- --------- ---------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C>
Gross proceeds............. $42,500 $50,000 $57,500 $66,125
Less:
Estimated offering expenses 965 965 965 965
------- ------- ------ -------
Estimated net proceeds..... $41,535 $49,035 56,535 $65,160
Less:
ESOP shares................ (3,400) (4,000) (4,600) (5,290)
MRP shares................. (1,700) (2,000) (2,300) (2,645)
------- ------- ------- -------
Estimated net cash proceeds
to the Holding Company.... $36,435 $43,035 $49,635 $57,225
Consolidated net income:
Historical................. $ 2,550 $ 2,550 2,550 $ 2,550
Pro forma income on net
proceeds(2)............... 1,257 1,485 1,712 1,974
Pro forma ESOP
adjustments(3)............ (168) (198) (228) (262)
Pro forma MRP
adjustments(4)............ (168) (198) (228) (262)
------- ------- ------- -------
Pro forma................. $ 3,471 $ 3,639 $ 3,806 $ 4,000
======= ======= ======= =======
Consolidated net income
per share(5)(6):
Historical................. $ 0.65 $ 0.55 $ 0.48 $ 0.42
Pro forma income on net
proceeds.................. 0.31 0.32 0.32 0.32
Pro forma ESOP
adjustments(3)............ (0.04) (0.04) (0.04) (0.04)
Pro forma MRP
adjustments(4)............ (0.04) (0.04) (0.04) (0.04)
------- ------- ------- -------
Pro forma................. $ 0.88 $ 0.79 $ 0.72 $ 0.66
======= ======= ======= =======
Consolidated stockholders'
equity (book value)(7):
Historical................. $23,866 $23,866 23,866 $23,866
Estimated net proceeds..... 41,535 49,035 56,535 65,160
Less:
Common Stock acquired by
ESOP...................... (3,400) (4,000) (4,600) (5,290)
Common Stock to be
acquired by MRP(4)........ (1,700) (2,000) (2,300) (2,645)
------- ------- ------- -------
Pro forma(7).............. $60,301 $66,901 $73,501 $81,091
======= ======= ======= =======
Consolidated stockholders'
equity per share(6)(8):
Historical(6).............. $ 5.62 $ 4.77 $ 4.15 $ 3.61
Estimated net proceeds..... 9.77 9.81 9.83 9.85
Common Stock acquired by
ESOP...................... (0.80) (0.80) (0.80) (0.80)
Common Stock to be
acquired by MRP(4)........ (0.40) (0.40) (0.40) (0.40)
------- ------- ------- -------
Pro forma(9).............. $ 14.19 $ 13.38 $ 12.78 $ 12.26
======= ======= ======= =======
Purchase Price as a
percentage of pro forma
stockholders' equity per
share(10)................. 70.47% 74.74% 78.25% 81.57%
===== ===== ===== =====
Purchase Price as a
multiple of pro forma
net income per share 8.52x 9.49x 10.42x 11.36x
===== ==== ===== =====
</TABLE>
17
<PAGE>
-------------------
(1) Gives effect to the sale of an additional 862,500 shares in the
Conversion, which may be issued to cover an increase in the appraised
value of the Common Stock or additional subscriptions, without the
resolicitation of subscribers or any right of cancellation. The
issuance of such additional shares will be conditioned on a
determination of the independent appraiser that such issuance is
compatible with its determination of the estimated pro forma market
value of the Common Stock. See "THE CONVERSION -- Stock Pricing and
Number of Shares to be Issued."
(2) No effect has been given to withdrawals from savings accounts for the
purpose of purchasing Common Stock in the Conversion.
(3) It is assumed that 8% of the shares of Common Stock offered in the
Conversion will be purchased by the ESOP. The funds used to acquire
such shares will be borrowed by the ESOP (at an interest rate equal to
the prime rate as published in The Wall Street Journal on the closing
date of the Conversion, which rate is currently 8.50%), from the net
proceeds from the Conversion retained by the Holding Company. The
amount of this borrowing has been reflected as a reduction from gross
proceeds to determine estimated net Conversion proceeds. The Savings
Bank intends to make contributions to the ESOP in amounts at least
equal to the principal and interest requirement of the debt. As the
debt is paid down, stockholders' equity will be increased. The Savings
Bank's payment of the ESOP debt is based upon equal installments of
principal over a 10-year period and are recorded as an expense (tax
effected assuming a federal income tax rate of 34.0%) to the Holding
Company on a consolidated basis. Interest income earned by the Holding
Company on the ESOP debt offsets the interest paid by the Savings Bank
on the ESOP loan. No reinvestment is assumed on proceeds contributed
to fund the ESOP. The ESOP expense reflects adoption of SOP 93-6,
which will require recognition of expense based upon shares committed
to be released and the exclusion of unallocated shares from earnings
per share computations. The valuation of shares committed to be
released would be based upon the average market value of the shares
during the year, which, for purposes of this calculation, was assumed
to be equal to the $10.00 per share Purchase Price. See "MANAGEMENT OF
THE SAVINGS BANK -- Benefits -- Employee Stock Ownership Plan."
(4) In calculating the pro forma effect of the MRP, it is assumed that the
required stockholder approval has been received, that the shares were
acquired by the MRP at the beginning of the period presented in open
market purchases at the Purchase Price and that 20% of the amount
contributed was an amortized expense during such period. The issuance
of authorized but unissued shares of the Common Stock instead of open
market purchases would dilute the voting interests of existing
stockholders by approximately 3.85% and pro forma net income per share
would be $0.98, $0.89, $0.81 and $0.76 and $0.86, $0.77, $0.70 and
$0.64 at the minimum, midpoint, maximum and 15% above the maximum of
the Estimated Valuation Range for the year ended September 30, 1996 and
for the nine months ended June 30, 1997, respectively, and pro forma
stockholders' equity per share would be $13.46, $12.76, $12.26 and
$11.81 and $14.03, $13.25, $12.68 and $12.18 at the minimum, midpoint,
maximum and 15% above the maximum of the Estimated Valuation Range at
September 30, 1996 and June 30, 1997, respectively. Shares issued
under the MRP vest 20% per year and, for purposes of this table,
compensation expense is recognized on a straight-line basis over each
vesting period. In the event the fair market value per share is
greater than $10.00 per share on the date of stockholder approval of
the MRP, total MRP expense would increase. See "RISK FACTORS -- New
Expenses Associated with ESOP and MRP." The total estimated MRP
expense was multiplied by 20% for the year ended September 30, 1996
(the total percent of shares for which expense is recognized in the
first year) and 15% for the nine months ended June 30, 1997 resulting
in pre-tax MRP expense of $340,000, $400,000, $460,000 and $529,000,
and $255,000, $300,000, $345,000 and $396,750 at the minimum, midpoint,
maximum and 15% above the maximum of the Estimated Valuation Range for
the year ended September 30, 1996 and for the nine months ended June
30, 1997, respectively. No effect has been given to the shares
reserved for issuance under the proposed Stock Option Plan. If
stockholders approve the Stock Option Plan following the Conversion,
the Holding Company will have reserved for issuance under the Stock
Option Plan authorized but unissued shares of Common Stock representing
an amount of shares equal to 10% of the shares sold in the Conversion.
If all of the options were to be exercised utilizing these authorized
but unissued shares rather than treasury shares which could be
acquired, the voting interests of existing stockholders would be
diluted by approximately 10%. The issuance
18
<PAGE>
of authorized but unissued shares of the Common Stock assuming that all
stock options are issued and exercised on the closing date, the pro
forma net income per share would be $0.95, $0.86, $0.79 and $0.74, and
$0.83, $0.75, $0.68 and $0.63 at the minimum, midpoint, maximum and 15%
above the maximum of the Estimated Valuation Range for the year ending
September 30, 1996 and for the nine months ending June 30, 1997,
respectively. See "MANAGEMENT OF THE SAVINGS BANK -- Benefits -- 1997
Stock Option Plan" and "-- Management Recognition Plan" and "RISK
FACTORS -- Possible Dilutive Effect of Benefit Programs."
(5) Per share amounts are based upon shares outstanding of 3,927,000,
4,620,000, 5,313,000 and 6,109,950, and 3,922,750, 4,615,000, 5,307,250
and 6,103,338 at the minimum, midpoint, maximum and 15% above the
maximum of the Estimated Valuation Range for the year ended September
30, 1996 and for the nine months ended June 30, 1997, respectively,
which includes the shares of Common Stock sold in the Conversion less
the number of shares assumed to be held by the ESOP not committed to be
released within the first year following the Conversion.
(6) Historical per share amounts have been computed as if the shares of
Common Stock expected to be issued in the Conversion had been
outstanding at the beginning of the period or on the date shown, but
without any adjustment of historical net income or historical retained
earnings to reflect the investment of the estimated net proceeds of the
sale of shares in the Conversion, the additional ESOP expense or the
proposed MRP expense, as described above.
(7) "Book value" represents the difference between the stated amounts of
the Savings Bank's assets and liabilities. The amounts shown do not
reflect the liquidation account which will be established for the
benefit of Eligible Account Holders and Supplemental Eligible Account
Holders in the Conversion, or the federal income tax consequences of
the restoration to income of the Savings Bank's special bad debt
reserves for income tax purposes which would be required in the
unlikely event of liquidation. See "THE CONVERSION -- Effects of
Conversion to Stock Form on Depositors and Borrowers of the Savings
Bank" and "TAXATION." The amounts shown for book value do not
represent fair market values or amounts distributable to stockholders
in the unlikely event of liquidation.
(8) Per share amounts are based upon shares outstanding of 4,250,000,
5,000,000, 5,750,000 and 6,612,500 at the minimum, midpoint, maximum
and 15% above the maximum of the Estimated Valuation Range,
respectively.
(9) Does not represent, nor intended to represent, possible future price
appreciation or depreciation of the Common Stock.
(10) Annualized.
19
<PAGE>
SHARES TO BE PURCHASED BY MANAGEMENT PURSUANT TO SUBSCRIPTION RIGHTS
The following table sets forth certain information as to the
approximate purchases of Common Stock by each director and executive
officer of the Savings Bank, including their associates, as defined by
applicable regulations. No individual has entered into a binding agreement
with respect to such intended purchases, and, therefore, actual purchases
could be more or less than indicated below. Directors and officers of the
Savings Bank and their associates may not purchase in excess of 31% of the
shares sold in the Conversion. For purposes of the following table, it has
been assumed that sufficient shares will be available to satisfy
subscriptions in all categories. Directors, officers and employees will
pay the same price for the shares for which they subscribe as the price
that will be paid by all other subscribers.
<TABLE>
<CAPTION>
Percent of Percent of
Anticipated Anticipated Shares at Shares at
Number of Dollar Minimum of Maximum of
Name and Shares Amount Estimated Estimated
Position Purchased(1) Purchased Valuation Range Valuation Range
-------- ------------ ---------- --------------- ---------------
<S> <C> <C> <C> <C>
Clarence E. Hamre 40,000 $ 400,000 * *
Chairman of the Board,
President, Chief Executive
Officer and Director
Michael R. Sand 17,500 175,000 * *
Executive Vice President,
Secretary and Director
Andrea M. Clinton 1,000 10,000 * *
Director
Robert Backstrom 10,000 100,000 * *
Director
Richard R. Morris, Jr. 20,000 200,000 * *
Director
Alan E. Smith 13,500 135,000 * *
Director
Peter J. Majar 15,000 150,000 * *
Director
Jon C. Parker 20,000 200,000 * *
Director
James C. Mason 50,000(2) 500,000(2) 1.2 *
Director
Other officers (9 persons) 30,550 305,500 * *
------- ---------- --- ---
Total 217,550 $2,175,500 5.1% 3.8%
======= ========== ==== ====
- -----------------
</TABLE>
(1) Excludes any shares awarded pursuant to the ESOP and MRP and options
to acquire shares pursuant to the Stock Option Plan. For a
description of the number of shares to be purchased by the ESOP and
intended awards under the MRP and Stock Option Plan, see "MANAGEMENT
OF THE SAVINGS BANK -- Benefits -- Employee Stock Ownership Plan," "--
Benefits -- 1997 Stock Option Plan" and "-- Benefits -- Management
Recognition Plan."
(2) Based on the midpoint of the Estimated Valuation Range. Mr. Mason and
his associates intend to subscribe for up to the maximum purchase
limitation of 1% of the total number of shares of Common Stock issued
in the Conversion.
* Less than 1%.
20
<PAGE>
TIMBERLAND SAVINGS BANK, SSB AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
The following Consolidated Statements of Income of Timberland Savings
Bank, SSB and Subsidiary for each of the three years in the period ended
September 30, 1996 have been audited by Dwyer Pemberton & Coulson, P.C.,
independent certified public accountants, whose report thereon appears
elsewhere herein. The Consolidated Statements of Income for the nine months
ended June 30, 1996 and 1997, are unaudited but, in the opinion of
management, reflect all adjustments necessary for a fair presentation of
the results of operations for those periods. All such adjustments are of a
normal recurring nature. The results of operations for the nine months
ended June 30, 1997 are not necessarily indicative of the results of the
Savings Bank which may be expected for the entire year or any other
subsequent period. These consolidated statements of income should be read
in conjunction with the Savings Bank's Consolidated Financial Statements
and related Notes included elsewhere herein.
<TABLE>
<CAPTION>
Nine Months Ended
Year Ended September 30, June 30,
--------------------------------------- -------------------------------
1994 1995 1996 1996 1997
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Interest and dividend income:
Loans receivable............................ $10,168,594 $13,602,716 $15,879,506 $11,659,940 $12,974,675
Investments and mortgage-backed securities.. 427,910 666,671 396,571 322,818 215,349
Dividends................................... 109,806 98,471 126,189 96,728 84,924
Financial institutions...................... 600,528 85,461 97,283 73,853 95,159
----------- ----------- ----------- ----------- -----------
Total Interest Income................ 11,306,838 14,453,319 16,499,549 12,153,339 13,370,107
----------- ----------- ----------- ----------- -----------
Interest expense:
Deposits.................................... 4,616,078 5,695,604 6,949,485 5,147,148 5,565,230
FHLB advances and mortgage
indebtedness............................... 99,350 663,918 679,075 534,488 671,384
----------- ----------- ----------- ----------- -----------
Total interest expense............... 4,715,428 6,359,522 7,628,560 5,681,636 6,236,614
----------- ----------- ----------- ----------- -----------
Net interest income.................. 6,591,410 8,093,797 8,870,989 6,471,703 7,133,493
Provision for loan losses..................... -- -- 70,000 45,000 334,282
----------- ----------- ----------- ----------- -----------
Net interest income
after provision for loan losses... 6,591,410 8,093,797 8,800,989 6,426,703 6,799,211
----------- ----------- ----------- ----------- -----------
Non-interest income:
Service charges on deposits................. 251,505 277,275 278,046 207,956 225,982
Gain (loss) on sale of loans (net).......... 144,971 44,512 33,908 (51,566) 179,502
Other fees.................................. 83,400 113,129 163,419 114,728 140,167
Income (loss) on operations of real
estate (net).............................. 167,297 (17,216) (999) (12) 8,677
Escrow and annuity fees..................... 112,616 111,092 132,088 98,474 78,986
Servicing income on loans sold.............. -- -- -- -- 117,642
Other....................................... 57,888 69,490 81,927 58,617 85,056
----------- ----------- ----------- ----------- -----------
Total non-interest income............ 817,677 598,282 688,389 428,197 836,012
----------- ----------- ----------- ----------- -----------
Non-interest expense:
Salaries and employee benefits.............. 2,076,275 2,328,768 2,505,717 1,863,389 2,143,259
Premises and fixed assets................... 394,001 505,924 554,084 420,701 519,767
Deposit insurance premiums.................. 281,177 295,252 1,202,535 241,202 50,558
Advertising................................. 79,851 132,638 136,496 103,726 179,024
Other....................................... 781,172 826,828 993,435 729,970 759,098
----------- ----------- ----------- ----------- -----------
Total non-interest expenses.......... 3,612,476 4,089,410 5,392,267 3,358,988 3,651,706
----------- ----------- ----------- ----------- -----------
Income before income taxes........... 3,796,611 4,602,669 4,097,111 3,495,912 3,983,517
Provision for income taxes.................... 1,163,124 1,602,976 1,419,307 1,215,890 1,433,629
----------- ----------- ----------- ----------- -----------
Net income........................... $ 2,633,487 $ 2,999,693 $ 2,677,804 $ 2,280,022 $ 2,549,888
=========== =========== =========== =========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
21
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General
Management's discussion and analysis of financial condition and results of
operations is intended to assist in understanding the financial condition and
results of operations of the Savings Bank. The information contained in this
section should be read in conjunction with the Consolidated Financial Statements
and accompanying Notes thereto and the other sections contained in this
Prospectus.
Operating Strategy
The Savings Bank is a community oriented savings bank which has
traditionally offered a wide variety of savings products to its retail customers
while concentrating its lending activities on real estate loans. The primary
elements of the Savings Bank's operating strategy include:
. Emphasize Residential Mortgage Lending and Residential Construction
Lending. The Savings Bank has attempted to establish itself as a
niche lender in its primary market area by focusing its lending
activities primarily on the origination of loans secured by one- to-
four family residential dwellings, including an emphasis on loans for
the construction of residential dwellings. In an effort to meet the
credit needs of borrowers in its primary market area, the Savings Bank
actively originates one-to- four family mortgage loans to "subprime"
borrowers who do not qualify for conventional residential mortgage
loans under FHLMC guidelines. See "RISK FACTORS -- Certain Lending
Risks -- Risks of Subprime Residential Mortgage Lending." The Savings
Bank also originates loans secured by multi-family and commercial real
estate properties and, to a lesser extent, originates consumer loans.
While the Savings Bank's primary business has been that of a
traditional thrift institution, originating loans for portfolio in its
primary market area, the Savings Bank also has been an active
participant in the secondary market, originating residential loans for
sale to the FHLMC on a servicing retained basis. See "BUSINESS OF THE
SAVINGS BANK -- Lending Activities."
. Diversify Primary Market Area by Expanding Branch Office Network and
Establishing A Loan Production Office. In an effort to lessen its
dependence on the Grays Harbor County market whose economy has
historically been tied to the timber and fishing industries, since
1994 the Savings Bank has opened branch offices in Pierce, King and
Thurston Counties and a loan production office in Kitsap County.
Thurston, Pierce, King and Kitsap Counties contain the Olympia and
Seattle-Tacoma metropolitan areas and their economies are more
diversified with the presence of state government and the aerospace
and computer industries. See "RISK FACTORS -- Market Area Risk" and
"BUSINESS OF THE SAVINGS BANK -- Properties."
. Limit Exposure to Interest Rate Risk. In recent years the loans that
the Savings Bank has retained in its portfolio generally have periodic
interest rate adjustment features or have been relatively short-term
in nature. Loans originated for portfolio primarily have included ARM
loans, and short-term construction loans. Longer term fixed-rate
mortgage loans have generally been originated for sale in the
secondary market. Management believes the interest rate sensitivity
of these adjustable rate and short- term loans more appropriately
matches the interest rate sensitivity of the Savings Bank's funding
sources than do other longer duration assets with fixed interest
rates. See "-- Asset and Liability Management."
. Controlled Asset Growth and Controlling Operating Expenses. The
Savings Bank has attempted to maintain a strong capital position
through controlled asset growth and by controlling operating
22
<PAGE>
expenses. In recent years the Savings Bank has increased its capital
ratios by controlled asset growth to a level that is commensurate with
its ability to generate operating profits. The Savings Bank's Tier I
leverage ratio was 11.6% at June 30, 1997. Deposits have been the
Savings Bank's primary source of funds for its lending and investment
activities and the Savings Bank has attempted to retain and expand its
retail deposit base through competitive pricing and services. In
addition to deposits, the Savings Bank has funded the increase in
loans through the use of FHLB advances. The use of brokered deposits
has been avoided. In addition, the Savings Bank closely monitors its
operating expenses, seeking to control its operating expense ratio
while maintaining a staff consistent with providing a high level of
service to its communities and its customers. The Savings Bank's
ratio of operating (noninterest) expenses to average assets was 2.49%,
2.46% (excluding one-time SAIF assessment of $875,000), and 2.39%
respectively for the years ended September 30, 1995 and 1996 and the
nine months ended June 30, 1997.
Comparison of Financial Condition at September 30, 1996 and June 30, 1997
Total assets increased 6.1% from $194.4 million at September 30, 1996 to
$206.2 million at June 30, 1997, primarily as a result of an increase in loans
receivable, net, which was funded by increased deposits, FHLB advances and
retained net income.
Cash and due from financial institutions increased 15.4% from $5.1 million
at September 30, 1996 to $5.8 million at June 30, 1997, primarily as a result of
an increase in public unit funds on deposit.
Investments and mortgage-backed securities held to maturity decreased 15.7%
from $5.0 million at September 30, 1996 to $4.2 million at June 30, 1997. This
decrease was attributable primarily to prepayments.
Loans receivable, including loans held for sale, net, increased 6.2% from
$176.5 million at September 30, 1996 to $187.5 million at June 30, 1997,
primarily as a result of an increase in one- to- four family mortgage loans from
$96.0 million at September 30, 1996 to $102.0 million at June 30, 1997.
Increases in commercial real estate loans (from $26.5 million to $28.9 million)
and home equity and second mortgage loans (from $6.6 million to $7.9 million)
also contributed to the increase in loans receivable, net. See "RISK FACTORS --
Certain Lending Risks." The increase in loans receivable, net, was attributable
primarily to the opening of the South Hill branch office in October 1996 and the
Lacey branch office in May 1997, both in the Pierce County market, as well as
increased local loan demand. Construction and land development loans, however,
decreased from $47.1 million at September 30, 1996 to $42.9 million at June 30,
1997 primarily as a result of construction loans being converted to permanent
mortgage loans.
Loans held for sale decreased from $6.1 million at September 30, 1996 to
$5.4 million at June 30, 1997. This 11.7% decrease resulted primarily from
increased loan sales.
Premises and fixed assets, net, increased 13.1% from $4.9 million at
September 30, 1996 to $5.5 million at June 30, 1997, primarily as a result of
construction of the Lacey branch office, which opened in May 1997. See
"BUSINESS OF THE SAVINGS BANK -- Properties."
Deposits increased 6.8% from $156.5 million at September 30, 1996 to $167.1
million at June 30, 1997, primarily as a result of promotions associated with
the opening of the South Hill and Lacey branch offices. The Savings Bank
offered certificates of deposit with premium interest rates during a one month
period after the opening of each branch office as an incentive to attract
depositors in light of increased competition in the Pierce County market.
Total capital increased 11.9% from $21.3 million at September 30, 1996 to
$23.9 million at June 30, 1997, primarily as a result of retained net income for
the nine months ended June 30, 1997.
23
<PAGE>
Comparison of Financial Condition at September 30, 1995 and 1996
Total assets increased 9.3% from $177.8 million at September 30, 1995 to
$194.4 million at September 30, 1996, primarily as a result of an increase in
loans receivable, net, which was funded primarily by increased deposits,
proceeds from the maturity of investment and mortgage-backed securities held to
maturity, FHLB advances, and retained net income.
Cash and due from financial institutions increased 4.0% from $4.9 million
at September 31, 1995 to $5.1 million at September 30, 1996, primarily as a
result of the opening of three automated teller machines and an increase in
deposits in transit.
Investments and mortgage-backed securities held to maturity decreased 49.8%
from $9.9 million at September 30, 1995 to $5.0 million at September 30, 1996.
This decrease was attributable primarily to prepayments of mortgage-backed
securities and maturities of U.S. Treasury securities.
Loans receivable, including loans for sale, net, increased 12.8% from
$156.5 million at September 30, 1995 to $176.5 million at September 30, 1996,
primarily as a result of an increase in commercial real estate loans from $15.6
million at September 30, 1995 to $26.5 million at September 30, 1996 as a result
of loan demand in the primary market area, primarily in Ocean Shores and Port
Orchard. Increases in one- to- four family mortgage loans (from $93.6 million
to $96.0 million), multi-family loans (from $11.0 to $12.6 million),
construction and land development loans (from $42.8 million to $47.1 million)
and home equity and second mortgage loans (from $5.2 million to $6.6 million)
also contributed to the increase in loans receivable, net. See "RISK FACTORS --
Certain Lending Risks."
Premises and fixed assets, net, increased 34.6% from $3.6 million at
September 30, 1995 to $4.9 million at September 30, 1996, primarily as a result
of the purchase of property for the South Hill branch office and the
construction of the Lacey branch office. The South Hill branch office was opened
in September 1996 and the Lacey branch office was opened in May 1997. See
"BUSINESS OF THE SAVINGS BANK -- Properties."
Deposits increased 9.4% from $143.1 million at September 30, 1995 to $156.5
million at September 30, 1996, primarily as a result of the opening of the
Auburn branch office in September 1994 and the incorporation of the town of
Edgewood and the deposit of town funds at the Savings Bank.
Total capital increased 14.4% from $18.7 million at September 30, 1995 to
$21.3 million at September 30, 1996, primarily as a result of retained net
income for the fiscal year ended September 30, 1996.
Comparison of Operating Results for the Nine Months Ended June 30, 1996 and 1997
Net Income. Net income increased 11.8% from $2.3 million for the nine
months ended June 30, 1996 to $2.5 million for the nine months ended June 30,
1997 primarily as a result of higher net interest income and higher noninterest
income, partially offset by higher noninterest expense and an increase in the
provision for loan losses.
Net Interest Income. Net interest income increased 10.2% from $6.5 million
for the nine months ended June 30, 1996 to $7.1 million for the same period in
1997 as total interest income increased more than total interest expense.
Total interest income increased 10.0% from $12.2 million for the nine
months ended June 30, 1996 to $13.4 million for the nine months ended June 30,
1997 primarily as a result of an increase in the average balance of loans
receivable, net, which more than offset a decline in the average yield. The
average balance of loans receivable, net, increased from $165.8 million for the
nine months ended June 30, 1996 to $187.4 million for the nine months ended June
30, 1997 as a result of increased loan demand and a decrease in loans-in-
process. The average yield earned declined from 9.38% for the nine months ended
June 30, 1996 to 9.23% for the nine months ended June 30, 1997
24
<PAGE>
primarily as a result of a reduction in loan fees recognized as income under
applicable accounting principles. Interest earned on investment and mortgage-
backed securities decreased from $323,000 for the nine months ended June 30,
1996 to $215,000 for the nine months ended June 30, 1997 as average balances
decreased from $7.2 million for the nine months ended June 30, 1996 to $4.6
million for the nine months ended June 30, 1997 as a result of prepayments and
the reinvestment of proceeds in loans receivable, net. Interest earned from
financial institutions on interest-earning deposits increased from $74,000 for
the nine months ended June 30, 1996 to $95,000 for the nine months ended June
30, 1997 as a result of an increase in average balances from $2.1 million for
the nine months ended June 30, 1996 to $2.7 million for the nine months ended
June 30, 1997, coupled with an increase in the average rate earned from 4.60%
for the nine months ended June 30, 1996 to 4.71% for the nine months ended June
30, 1997.
Total interest expense increased 9.8% from $5.7 million for the nine months
ended June 30, 1996 to $6.2 million for the nine months ended June 30, 1997
primarily as a result of an increase in the average balance of certificates of
deposit from $87.3 million for the nine months ended June 30, 1996 to $97.5
million for the nine months ended June 30, 1997 as a result of the promotion of
certificates of deposit associated with new branch office openings and an
increase in the average balance of FHLB advances from $11.4 million for the nine
months ended June 30, 1996 to $16.7 million for the nine months ended June 30,
1997 to fund loan demand.
The Savings Bank's interest rate spread was 4.25% for the nine months ended
June 30, 1996 and 4.17% for the same period in 1997.
Provision for Loan Losses. The provision for loan losses was $45,000 for
the nine months ended June 30, 1996, compared to $334,000 for the nine months
ended June 30, 1997. Management deemed the increased provision in 1997
necessary as a result of the growth of the loan portfolio and its changing mix
to include more construction and land development, commercial real estate and
multi-family loans that are inherently riskier than one- to- four family
mortgage loans. See "BUSINESS OF THE SAVINGS BANK -- Lending Activities --
Allowance for Loan Losses."
Noninterest Income. Total noninterest income increased 95.2% from $428,000
for the nine months ended June 30, 1996 to $836,000 for the nine months ended
June 30, 1997. This increase resulted primarily from gain on sale of loans of
$180,000 in 1997, compared to a loss of $52,000 in 1996, and servicing income on
loans sold of $118,000 in 1997, compared to no such income in 1996 because of
the adoption of SFAS No. 125 effective January 1, 1997. See "-- Impact of New
Accounting Pronouncements." The loss on sale of loans in 1996 resulted from the
write down of loans held for sale to market value.
Noninterest Expense. Total noninterest expense increased 8.7% from $3.4
million for the nine months ended June 30, 1996 to $3.7 million for the nine
months ended June 30, 1997 primarily as a result of increases in salaries and
employee benefits and premises and fixed assets, offset by a decrease in deposit
insurance premiums. Salaries and employee benefits increased from $1.9 million
for the nine months ended June 30, 1996 to $2.1 million for the nine months
ended June 30, 1997 as a result of the opening of the Lacey branch office in May
1997, the hiring of a sales marketing employee in May 1997, the hiring of a
management trainee at the Auburn branch office in February 1997, and the
implementation a dental insurance plan on January 1, 1997. Premises and fixed
assets expense increased from $421,000 for the nine months ended June 30, 1996
to $520,000 for the nine months ended June 30, 1997 because of expenses
associated with the opening of the South Hill branch office in September 1996.
Deposit insurance premiums decreased from $241,000 for the nine months ended
June 30, 1996 to $51,000 for the nine months ended June 30, 1997 as a result of
lower premium rates implemented as a result of the SAIF recapitalization.
Noninterest expense can be expected to increase in subsequent periods following
the consummation of the Conversion as a result of increased costs associated
with operating as a public company and increased compensation expense as a
result of the adoption of the ESOP and, if approved by the Holding Company's
stockholders, the MRP. See "RISK FACTORS -- Return on Equity After Conversion"
and "-- New Expenses Associated With ESOP and MRP."
25
<PAGE>
Provision for Income Taxes. The provision for income taxes increased from
$1.2 million for the nine months ended June 30, 1996 to $1.4 million for the
nine months ended June 30, 1997 as a result of higher income before income
taxes. The effective tax rate was 34.8% for the nine months ended June 30, 1996
and 36.0% for the nine months ended June 30, 1997.
Comparison of Operating Results for the Years Ended September 30, 1995 and 1996
Net Income. Net income decreased 10.7% from $3.0 million in fiscal 1995 to
$2.7 million in fiscal 1996 primarily as a result of the legislatively-mandated,
one-time assessment levied by the FDIC on all SAIF-insured institutions to
recapitalize the SAIF. Without this assessment, which amounted to $875,000
($571,000 after tax), fiscal 1996 net income would have been $3.2 million.
Net Interest Income. Net interest income increased 9.6% from $8.1 million
in fiscal 1995 to $8.9 million in fiscal 1996 as total interest income increased
more than total interest expense.
Total interest income increased 14.2% from $14.5 million in fiscal 1995 to
$16.5 million in fiscal 1996 primarily as a result of an increase in the average
balance of loans receivable, net, from $143.1 million in fiscal 1995 to $168.1
million in fiscal 1996 as a result of increased loan demand. The average yield
earned on loans receivable, net, decreased from 9.51% in fiscal 1995 to 9.45% in
fiscal 1996 primarily because of a decline in market interest rates. Interest
earned on investment and mortgage-backed securities decreased from $667,000 in
fiscal 1995 to $397,000 in fiscal 1996 as average balances decreased from $12.7
million in fiscal 1995 to $6.7 million in fiscal 1996 as a result of prepayments
of mortgage-backed securities and the maturity of U.S. Treasury securities.
Dividend income from FHLB-Seattle and Financial Institution Insurance Group
("FIIG") stock increased from $98,000 in fiscal 1995 to $126,000 in fiscal 1996
primarily because of higher dividend rates. Interest earned from financial
institutions on interest-earning deposits increased from $85,000 in fiscal 1995
to $97,000 in fiscal 1996 as a result of an increase in the average rate paid
from 4.11% in fiscal 1995 to 4.68% in fiscal 1996.
Total interest expense increased 20.0% from $6.4 million in fiscal 1995 to
$7.6 million in fiscal 1996 primarily as a result of an increase in the average
balance of certificates of deposit from $73.6 million in fiscal 1995 to $89.0
million in fiscal 1996, coupled with an increase in the average rate paid from
5.41% in fiscal 1995 to 5.92% in fiscal 1996, as a result of promotions
associated with the opening of the South Hill branch office.
Interest rate spread decreased from 4.56% in fiscal 1995 to 4.34% in fiscal
1996. This decrease is primarily attributable to higher interest expense on
certificates of deposit associated with new branch office promotions.
Provision for Loan Losses. There was no provision for loan losses in
fiscal 1995 compared to $70,000 in fiscal 1996. Management increased the
provision in fiscal 1996 as a result of a larger loan portfolio and a change in
the loan mix to include a larger percentage of non-residential mortgage loans,
which are inherently riskier than one-to-four family mortgage loans. Management
deemed the allowance for loan losses adequate at September 30, 1996. See
"BUSINESS OF THE SAVINGS BANK -- Lending Activities -- Allowance for Loan
Losses."
Noninterest Income. Total noninterest income increased 15.1% from $598,000
in fiscal 1995 to $688,000 in fiscal 1996. The increase resulted primarily from
an increase in other fees from $113,000 in fiscal 1995 to $163,000 in fiscal
1996 as a result of an increased number of automated teller machines ("ATM's"),
together with increased escrow and annuity fees from $111,000 in fiscal 1995 to
$132,000 in fiscal 1996 as a result of establishing a second escrow company
division within the Savings Bank's service corporation subsidiary to service the
Puget Sound area. This increase was partially offset by a decrease in gains on
sales of loan from $45,000 in fiscal 1995 to $34,000 in fiscal 1996 because of
lower sales volume resulting from higher market interest rates.
Noninterest Expense. Total noninterest expense increased 31.9% from $4.1
million in fiscal 1995 to $5.4 million in fiscal 1996 primarily as a result of
an increase in deposit insurance premiums from $295,000 in fiscal 1995 to $1.2
million in fiscal 1996 attributable to the SAIF assessment. Prior to the SAIF
recapitalization, the Savings
26
<PAGE>
Bank's total annual deposit insurance premiums amounted to 0.23% of assessable
deposits. Effective January 1, 1997, the rate decreased to 0.065% of assessable
deposits. See "REGULATION -- Federal Regulation of the Saving Bank -- Federal
Deposit Insurance Corporation." Salaries and employee benefits increased from
$2.3 million in fiscal 1995 to $2.5 million in fiscal 1996 as a result of adding
and training of staff to operate the newly opened South Hill branch office.
Premises and fixed assets expense increased from $506,000 in fiscal 1995 to
$554,000 in fiscal 1996, also because of the opening of the South Hill branch
office. Noninterest expense can be expected to increase in subsequent periods
following the consummation of the Conversion as a result of increased costs
associated with operating as a public company and increased compensation expense
as a result of the adoption of the ESOP and, if approved by the Holding
Company's stockholders, the MRP. See "RISK FACTORS -- Return on Equity After
Conversion" and "-- New Expenses Associated With ESOP and MRP."
Provision for Income Taxes. The provision for income taxes decreased from
$1.6 million in fiscal 1995 to $1.4 million in fiscal 1996 as a result of lower
income before income taxes. The effective tax rate was 34.8% in fiscal 1995 and
34.6% in fiscal 1996.
Comparison of Operating Results for the Years Ended September 30, 1994 and 1995
Net Income. Net income increased 13.9% from $2.6 million in fiscal 1994 to
$3.0 million in fiscal 1995 primarily as a result of higher net interest income,
partially offset by lower noninterest income and higher noninterest expense.
Net Interest Income. Net interest income increased 22.8% from $6.6 million
in fiscal 1994 to $8.1 million in fiscal 1995 as total interest income increased
more than total interest expense.
Total interest income increased 27.8% from $11.3 million in fiscal 1994 to
$14.5 million in fiscal 1995 primarily as a result of increases in the average
balance of, and the average yield on, loans receivable, net. The average
balance of loans receivable, net, increased from $112.0 million in fiscal 1994
to $143.1 million in fiscal 1995 as a result of a decrease in the amount of
loans sold and an increased in the purchase of loan participation interests.
The average yield earned increased from 9.08% in fiscal 1994 to 9.51% in fiscal
1995 primarily because of an increased proportion of higher yielding
construction and land development, commercial real estate and multi-family
loans, relative to one- to- four family mortgage loans. Interest earned on
investment and mortgage-backed securities increased from $428,000 in fiscal 1994
to $667,000 in fiscal 1995 as average balances increased from $7.3 million in
fiscal 1994 to $12.7 million in fiscal 1995 as a result of the purchase of
mortgage-backed securities and U.S. Treasury securities. Interest earned from
financial institutions decreased from $601,000 in fiscal 1994 to $85,000 in
fiscal 1995 as a result of the investment of proceeds from maturing certificates
of deposit in mortgage loans.
Total interest expense increased 34.9% from $4.7 million in fiscal 1994 to
$6.4 million in fiscal 1995 primarily as a result of an increase in the average
balance of certificates of deposit from $61.8 million in fiscal 1994 to $73.6
million in fiscal 1995, coupled with an increase in the average rate paid from
4.62% in fiscal 1994 to 5.41% in fiscal 1995, as a result of promotions
associated with the opening of the Auburn branch office. The average balance of
FHLB advances and other borrowed money increased from $1.5 million in fiscal
1994 to $10.5 million in fiscal 1995 primarily because of increased loan demand
and decreased proceeds from the sale of loans.
The Savings Bank's interest rate spread increased from 4.32% in fiscal 1994
to 4.56% in fiscal 1995. This increase is primarily attributable to the higher
proportion of construction and land development, commercial real estate and
multi-family loans in portfolio, which generally carry higher interest rates
than one- to- four family mortgage loans to compensate for the higher credit
risk.
Provision for Loan Losses. Provisions for loan losses are charges to
earnings to bring the allowance for loan losses to a level that management
considers adequate to provide for estimated losses inherent in the loan
portfolio. In evaluating the adequacy of the allowance for loan losses,
management considers loan loss experience, prevailing market conditions and
current portfolio performance.
27
<PAGE>
In light of the composition of the loan portfolio and the low level of loss
experience, there was no provision for loan losses in either fiscal 1994 or
fiscal 1995. Management deemed the allowance for loan losses adequate at
September 30, 1995. See "BUSINESS OF THE SAVINGS BANK -- Lending Activities --
Allowance for Loan Losses."
Noninterest Income. Total noninterest income decreased 26.8% from $818,000
in fiscal 1994 to $598,000 in fiscal 1995. Service charges on deposit accounts
increased from $252,000 in fiscal 1994 to $277,000 in fiscal 1995 as a result of
an increased number of checking accounts. Other fees increased from $83,000
in fiscal 1994 to $113,000 in fiscal 1995 as a result of the establishment of
the Savings Bank's initial ATMs. Offsetting these increases were decreases in
gain on sale of loans and in net income on operations of real estate. Gains on
sale of loans decreased from $145,000 in fiscal 1994 to $45,000 in fiscal 1995
because of lower sales volume resulting from increasing market interest rates
that decreased customer preference for fixed-rate residential mortgage loans.
Net income on operations of real estate declined from $167,000 in fiscal 1994 to
a net loss of $17,000 in fiscal 1995 as a result of the recognition of a
$165,000 deferred gain on sale of real estate in fiscal 1994.
Noninterest Expense. Total noninterest expense increased 13.2% from $3.6
million in fiscal 1994 to $4.1 million in fiscal 1995 primarily as a result of
increases in salaries and employee benefits, premises and fixed assets and
advertising. Salaries and employee benefits increased from $2.1 million in
fiscal 1994 to $2.3 million in fiscal 1995 as a result of adding and training
staff at the newly opened Auburn branch office. Premises and fixed assets
expense increased from $394,000 in fiscal 1994 to $506,000 in fiscal 1995 also
because of the opening of the Auburn branch office. Advertising expense
increased from $80,000 in fiscal 1994 to $133,000 in fiscal 1995 primarily
because of increased advertising on regional television stations.
Provision for Income Taxes. The provision for income taxes increased from
$1.2 million in fiscal 1994 to $1.6 million in fiscal 1995 as a result of higher
income before income taxes. The effective tax rate was 30.6% in fiscal 1994 and
34.9% in fiscal 1995.
Average Balances, Interest and Average Yields/Cost
The following table sets forth certain information for the periods
indicated regarding average balances of assets and liabilities as well as the
total dollar amounts of interest income from average interest-earning assets and
interest expense on average interest-bearing liabilities and average yields and
costs. Such yields and costs for the periods indicated are derived by dividing
income or expense by the average weekly balance of assets or liabilities,
respectively, for the periods presented. Average balances are derived from
weekly balances. Management does not believe that the use of weekly balances
instead of daily balances has caused any material difference in the information
presented.
28
<PAGE>
<TABLE>
<CAPTION>
Year Ended September 30,
-------------------------------------------------------------------------------------------
1994 1995 1996
----------------------------- ----------------------------- -----------------------------
Interest Interest Interest
Average and Yield/ Average and Yield/ Average and Yield/
Balance Dividends Cost Balance Dividends Cost Balance Dividends Cost
-------- ---------- ------- -------- ---------- ------- -------- ---------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans receivable(1)....... $111,979 $10,168 9.08% $143,103 $13,603 9.51% $168,060 $15,880 9.45%
Mortgage-backed &
investment securities.... 7,263 428 5.89 12,676 667 5.26 6,689 397 5.94
FHLB stock & equity
securities............... 1,270 110 8.66 1,370 99 7.15 1,499 126 8.41
Interest Bearing Deposits. 17,299 601 3.47 2,069 85 4.11 2,072 97 4.68
-------- ------- -------- ------- -------- -------
Total interest-earning
assets................. $137,811 $11,307 8.20 $159,218 $14,454 9.08 $178,320 $16,500 9.25
Non-interest-earning assets 4,097 5,294 5,674
-------- -------- --------
Total assets............ $141,908 $164,512 $183,994
======== ======== ========
Interest-bearing
liabilities:..............
Passbook accounts......... $ 28,291 $ 955 3.38 $ 27,512 $ 821 2.98 $ 24,800 $ 738 2.98
Money market accounts..... 12,376 379 3.06 10,115 469 4.64 13,182 520 3.94
NOW accounts.............. 17,554 428 2.44 19,078 425 2.23 17,377 421 2.42
Certificates of deposit... 61,809 2,854 4.62 73,596 3,981 5.41 89,024 5,271 5.92
FHLB advances-other
borrowed money........... 1,491 99 6.64 10,539 664 6.30 11,005 679 6.17
-------- ------- -------- ------- -------- -------
Total interest bearing
liabilities............ 121,521 4,715 3.88 140,840 $ 6,360 4.52 $155,388 $ 7,629 4.91
Non-interest bearing
liabilities.............. 5,973 6,474 8,330
-------- --------
Total liabilities....... $127,494 $147,314 $163,718
Retained earnings.......... 14,414 17,198 20,276
-------- -------- --------
Total liabilities and
retained earnings...... $141,908 $164,512 $183,994
======== ======== ========
Net interest income........ $ 6,592 $ 8,094 $ 8,871
Interest rate spread....... 4.32% 4.56% 4.34%
Net interest margin(2)..... 4.78% 5.08% 4.97%
Ratio of interest-earning
assets to.................
average interest-bearing
liabilities.............. 113.41% 113.05% 114.76%
<CAPTION>
Nine Months Ended
June 30,
--------------------------------------------------------------
1996 1997
----------------------------- -------------------------------
Interest Interest
Average and Yield/ Average and Yield/
Balance Dividends Cost Balance Dividends Cost
-------- ---------- ------- -------- ---------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans receivable(1)....... $165,827 $11,660 9.38% $187,435 $12,975 9.23%
Mortgage-backed &
investment securities.... 7,233 323 5.95 4,613 215 6.21
FHLB stock & equity
securities............... 1,483 97 8.72 1,549 85 7.32
Interest Bearing Deposits. 2,145 74 4.60 2,690 95 4.71
-------- ------- -------- -------
Total interest-earning
assets................. $176,688 $12,154 9.17 $196,287 $13,370 9.08
Non-interest-earning assets 5,352 7,504
-------- --------
Total assets............ $182,040 $203,791
======== ========
Interest-bearing
liabilities:..............
Passbook accounts......... $ 24,699 $ 550 2.97 $ 24,769 $ 556 2.99
Money market accounts..... 13,205 393 3.97 12,695 378 3.97
NOW accounts.............. 17,181 311 2.41 17,707 330 2.48
Certificates of deposit... 87,333 3,893 5.94 97,472 4,302 5.88
FHLB advances-other
borrowed money........... 11,372 535 6.27 16,657 671 5.37
-------- ------- -------- -------
Total interest bearing
liabilities............ $153,790 $ 5,682 4.92 $169,300 $ 6,237 4.91
Non-interest bearing
liabilities.............. 8,345 11,749
Total liabilities....... $162,135 $181,049
Retained earnings.......... 19,905 22,742
-------- --------
Total liabilities and
retained earnings...... $182,040 $203,791
======== ========
Net interest income........ $ 6,472 $ 7,133
Interest rate spread....... 4.25% 4.17%
Net interest margin(2)..... 4.88% 4.85%
Ratio of interest-earning
assets to.................
average interest-bearing
liabilities.............. 114.89% 115.94%
</TABLE>
- -------------------------
(1) Does not include interest on loans 90 days or more past due. Includes
loans originated for sale.
(2) Net interest income divided by total interest earning assets.
29
<PAGE>
Yields Earned and Rates Paid
The following table sets forth (on a consolidated basis) for the periods
and at the dates indicated, the weighted average yields earned on the Savings
Bank's assets, the weighted average interest rates paid on the Savings Bank's
liabilities, together with the net yield on interest-earning assets.
<TABLE>
<CAPTION>
Nine Months
Ended
Year Ended September 30, June 30, At
------------------------- --------------- June 30,
1994 1995 1996 1996 1997 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Weighted average yield on:
Loans receivable(1)...... 9.08% 9.51% 9.45% 9.38% 9.23% 8.80%
Mortgage-backed
securities and
investment securities.. 5.89 5.26 5.94 5.95 6.21 6.37
FHLB stock and equity
securities.............. 8.66 7.15 8.41 8.72 7.32 7.50
Interest-bearing deposits 3.47 4.11 4.68 4.60 4.71 4.88
All interest-earning
assets.................. 8.20 9.08 9.25 9.17 9.08 8.72
Weighted average rate paid
on:
Passbook savings accounts 3.38 2.98 2.98 2.97 2.99 2.98
Money market accounts.... 3.06 4.64 3.94 3.97 3.97 3.92
NOW accounts............. 2.44 2.23 2.42 2.41 2.48 2.50
Certificate accounts..... 4.62 5.41 5.92 5.94 5.88 5.75
FHLB advances and other
borrowed money.......... 6.64 6.30 6.17 6.27 5.37 5.60
All interest-bearing
liabilities............. 3.88 4.52 4.91 4.93 4.91 4.87
Interest rate spread
(spread between weighted
average rate on
all interest-earning
assets and all interest-
bearing liabilities)..... 4.32 4.56 4.34 4.25 4.17 3.85
Net interest margin (net
interest income as a
percentage of average
interest-earning assets).. 4.78 5.08 4.97 4.88 4.85 N/A
- ------------------
</TABLE>
- ---------------
(1) Weighted average rate at June 30, 1997 excludes loan fees.
30
<PAGE>
Rate/Volume Analysis
The following table sets forth the effects of changing rates and volumes on
net interest income of the Savings Bank. Information is provided with respect
to (i) effects on interest income attributable to changes in volume (changes in
volume multiplied by prior rate); and (ii) effects on interest income
attributable to changes in rate (changes in rate multiplied by prior volume);
(iii) changes in rate/volume (change in rate multiplied by change in volume);
and (iv) the net change (sum of the prior columns).
<TABLE>
<CAPTION>
Year Ended September 30, Year Ended September 30, Nine Months Ended June 30,
1995 Compared to Year 1996 Compared to Year 1997 Compared to Nine Months
Ended September 30, 1994 Ended September 30, 1995 Ended June 30, 1996
Increase Increase Increase
(Decrease) (Decrease) (Decrease)
Due to Due to Due to
-------------------------------- --------------------------------- ---------------------------------
Rate/ Net Rate/ Net Rate/ Net
Rate Volume Volume Change Rate Volume Volume Change Rate Volume Volume Change
----- ------- ------- ------- ------ ------- ------- ------- ------ ------- ------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans receivable (1)...... $ 482 $2,820 $134 $3,436 $ (86) $2,377 $ (15) $2,276 $(187) $1,526 $(24) $1,315
Mortgage-backed
securities and
investment securities... (46) 319 (34) 239 86 (315) (41) (270) 14 (117) (5) (108)
FHLB stock and equity
securities............... (19) 9 (2) (12) 17 9 2 28 (15) 4 (1) (12)
Interest-bearing deposits. 111 (528) (99) (516) 12 -- -- 12 2 19 -- 21
----- ------ ---- ------ ----- ------ ----- ------ ----- ------ ---- ------
Total net change in income
on interest-earning assets 528 2,620 (1) 3,147 29 2,071 (54) 2,046 (186) 1,432 (30) 1,216
Interest-bearing
liabilities:
Passbook accounts......... (104) (27) (3) (134) -- (83) -- (83) 4 2 -- 6
NOW accounts.............. (37) 37 (3) (3) 36 (37) (3) (4) 9 9 1 19
Money market accounts..... 195 (69) (36) 90 (71) 144 (22) 51 -- (15) -- (15)
Certificate accounts...... 489 545 93 1,127 375 836 79 1,290 (39) 453 (5) 409
FHLB advances and other
borrowed money.......... (5) 601 (31) 565 (14) 30 (1) 15 (77) 249 (36) 136
----- ------ ---- ------ ----- ------ ----- ------ ----- ------ ---- ------
Total net change in expense
on interest-bearing
liabilities.............. 538 1,087 20 1,645 326 890 53 1,269 (103) 698 (40) 555
----- ------ ---- ------ ----- ------ ----- ------ ----- ------ ---- ------
Net change in net interest
income.................... $ (10) $1,533 $(21) $1,502 $(297) $1,181 $(107) $ 777 $ (83) $ 734 $ 10 $ 661
===== ====== ==== ====== ===== ====== ===== ====== ===== ====== ==== ======
- ---------------
</TABLE>
(1) Excludes interest on loans 90 days or more past due. Includes loans
originated for sale.
31
<PAGE>
Asset and Liability Management and Interest Rate Risk
The Savings Bank's principal financial objective is to achieve long-term
profitability while reducing its exposure to fluctuating market interest rates.
The Savings Bank has sought to reduce the exposure of its earnings to changes in
market interest rates by attempting to manage the mismatch between asset and
liability maturities and interest rates. The principal element in achieving
this objective is to increase the interest-rate sensitivity of the Savings
Bank's interest-earning assets by retaining for its portfolio loans with
interest rates subject to periodic adjustment to market conditions and selling
fixed-rate one- to four-family mortgage loans. The Savings Bank relies on
retail deposits as its primary source of funds. Management believes retail
deposits, compared to brokered deposits, reduce the effects of interest rate
fluctuations because they generally represent a more stable source of funds. As
part of its interest rate risk management strategy, the Savings Bank promotes
transaction accounts and certificates of deposit with terms up to six years.
The Savings Bank has adopted a strategy that is designed to maintain or
improve the interest rate sensitivity of assets relative to its liabilities.
The primary elements of this strategy involve the origination of ARM loans for
its portfolio; maintaining residential construction loans as a portion of total
net loans receivable because of their generally shorter terms and higher yields
than other one- to four-family residential mortgage loans; matching asset and
liability maturities; investing in short term securities; and the origination of
fixed-rate loans for sale in the secondary market and the retention of the
related loan servicing rights.
Sharp decreases in interest rates may adversely affect the Savings Bank's
earnings while increases in interest rates may beneficially affect the Savings
Bank's earnings because a larger portion of the Savings Bank's interest rate
sensitive assets than interest rate sensitive liabilities would reprice within a
one year period. Management has sought to sustain the match between asset and
liability maturities and rates, while maintaining an acceptable interest rate
spread. Pursuant to this strategy, the Savings Bank actively originates
adjustable rate loans for retention in its loan portfolio. Fixed-rate mortgage
loans generally are originated for the intended purpose of resale in the
secondary mortgage market. At June 30, 1997, adjustable rate loans and
adjustable rate mortgage-backed securities constituted $131.9 million, or 63.2%,
of the Savings Bank's total combined mortgage loan and mortgage-backed
securities portfolio. Although the Savings Bank has sought to originate ARM
loans, the ability to originate such loans depends to a great extent on market
interest rates and borrowers' preferences. Particularly in lower interest rate
environments, borrowers often prefer to obtain fixed rate loans.
Consumer loans and construction and land development loans typically have
shorter terms and higher yields than permanent residential mortgage loans, and
accordingly reduce the Savings Bank's exposure to fluctuations in interest
rates. At June 30, 1997, the construction and land development and consumer
loan portfolios amounted to $42.9 million and $10.7 million, or 21.0% and 5.2%
of total loans receivable, respectively. See "BUSINESS OF THE SAVINGS BANK --
Lending Activities -- Construction Lending" and "-- Lending Activities --
Consumer Lending."
The Savings Bank also invests in short-term to medium-term U.S.
Government securities as well as mortgage-backed securities issued or guaranteed
by U.S. Government agencies. See "BUSINESS OF THE SAVINGS BANK -- Investment
Activities."
32
<PAGE>
The following table presents the Savings Bank's interest sensitivity gap between
interest-earning assets and interest-bearing liabilities at June 30, 1997.
<TABLE>
<CAPTION>
First Year Repricing Later Repricing
----------------------------- -----------------------------------------------
0-3 4-6 7-12 1-3 3-5 5-10 10-20 Over 20
TOTAL Months Months Months Years Years Years Years Years
----- ------ ------ ------ ----- ----- ----- ----- -----
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LOANS(1)
ARMs.............................. $ 94,272 $28,339 $25,177 $18,818 $20,350 $ 1,588 $ -- -- $ --
Fixed rate mortgages.............. 19,418 1,178 1,047 1,940 5,830 3,576 3,942 1,656 249
Home equity/security mortgage..... 7,847 2,737 627 994 2,035 833 538 83 --
Consumer.......................... 1,745 1,032 189 204 227 55 30 8 --
Automobile........................ 1,041 135 114 199 443 114 30 6 --
Construction...................... 30,192 15,405 4,935 4,140 5,712 -- -- -- --
Nonresidential mortgage
(adjustable)..................... 21,696 3,614 4,923 4,954 8,205 -- -- -- --
Nonresidential mortgage (fixed)... 13,780 1,560 1,211 2,161 5,407 2,094 1,179 167 1
Commercial variable............... 9 9 -- -- -- -- -- -- --
Commercial fixed.................. 709 132 50 95 309 120 3 -- --
INVESTMENTS
Investment securities............. 2,312 2,312 -- -- -- -- -- -- --
Mortgage securities............... 4,172 1,155 1,684 1,236 69 23 4 1 --
-------- ------- ------- ------- ------- ------- ------- ------- -------
Total rate sensitive assets........ $197,193 $57,608 $39,957 $34,741 $48,587 $ 8,403 $ 5,726 $ 1,921 $ 250
======== ======= ======= ======= ======= ======= ======= ======= =======
LIABILITIES
Money market deposits............. $ 13,667 $ 4,527 $ 3,028 $ 3,379 $ 2,624 $ 105 $ 4 $ -- $ --
Certificates of deposit........... 104,007 25,074 16,254 35,770 24,156 2,343 360 50 --
Passbook accounts................. 25,130 2,144 1,961 3,434 8,971 4,396 3,514 690 20
NOW accounts...................... 17,515 1,494 1,366 2,394 6,253 3,064 2,449 481 14
BORROWINGS
FHLB advances..................... 13,771 1,500 -- -- 500 10,456 1,315 -- --
-------- ------- ------- ------- ------- ------- ------- ------- -------
Total rate sensitive liabilities... $174,090 $34,739 $22,609 $44,977 $42,504 $20,364 $ 7,642 $ 1,221 $ 34
======== ======= ======= ======= ======= ======= ======= ======= =======
PERIODIC GAP....................... -- $22,869 $17,348 $(10,236) $ 6,083 $(11,961) $(1,916) $ 700 $ 216
Gap ratio......................... -- 1.66 1.77 0.77 1.14 0.41 0.75 1.57 7.34
Gap percentage total.............. -- 11.09% 8.41% (4.96)% 2.95% (5.80)% (0.93)% 0.34% 0.10%
CUMULATIVE GAP..................... -- $22,869 $40,218 $ 29,982 $36,065 $ 24,105 $22,189 $22,889 $23,105
Gap ratio......................... -- 1.66 1.70 1.29 1.25 1.15 1.13 1.13 1.13
Gap percentage total.............. -- 11.09% 19.50% 14.54% 17.49% 11.69% 10.76% 11.10% 11.20%
- --------------------
</TABLE>
(1) Net of loans in process.
33
<PAGE>
The Savings Bank's analysis of its interest-rate sensitivity, as
illustrated in the preceding table, incorporates certain assumptions regarding
the amortization of loans and other interest-earning assets and the withdrawal
of deposits. The Savings Bank's interest-rate sensitivity analysis, as
illustrated in the foregoing table, could vary substantially if different
assumptions were used or if actual experience differs from the assumptions used.
The assumptions used in preparing the table are based on market loan prepayment
rates and market deposit decay rates observed by the FHLB-Seattle on or about
June 30, 1997. The Savings Bank believes that the FHLB-Seattle assumptions are
a realistic representation of its own portfolio.
Net Portfolio Value and Net Interest Income Analysis. In addition to the
interest rate gap analysis as discussed above, management monitors the Savings
Bank's interest rate sensitivity through the use of a model which estimates the
change in NPV (net portfolio value) and net interest income in response to a
range of assumed changes in market interest rates. The model first estimates
the level of the Savings Bank's NPV (market value of assets, less market value
of liabilities, plus or minus the market value of any off-balance sheet items)
under the current rate environment. In general, market values are estimated by
discounting the estimated cash flows of each instrument by appropriate discount
rates. The model then recalculates the Savings Bank's NPV under different
interest rate scenarios. The change in NPV under the different interest rate
scenarios provides a measure of the Savings Bank's exposure to interest rate
risk. The following information is presented as of June 30, 1997.
<TABLE>
<CAPTION>
Net Interest Income Current Market Value
Projected ------------------------------- -------------------------------
Interest Rate Estimated $ Change % Change Estimated $ Change % Change
Scenario Value from Base from Base Value from Base from Base
- --------------- --------- --------- --------- --------- --------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
400 $8,860 $ 96 1.10% $22,437 $ (2,213) (8.98)%
300 9,042 278 3.17 23,811 (838) (3.40)
200 9,211 447 5.10 24,996 346 1.40
100 9,090 326 3.71 25,273 624 2.53
BASE 8,764 -- -- 24,649 -- --
(100) 8,368 (396) (4.52) 23,402 (1,247) (5.06)
(200) 7,925 (839) (9.58) 21,866 (2,783) (11.29)
(300) 7,592 (1,172) (13.37) 20,836 (3,813) (15.47)
(400) 7,324 (1,440) (15.43) 20,645 (4,004) (16.24)
</TABLE>
Computations of prospective effects of hypothetical interest rate changes
are based on numerous assumptions, including relative levels of market interest
rates, loan repayments and deposit decay, and should not be relied upon as
indicative of actual results. Further, the computations do not reflect any
actions management may undertake in response to changes in interest rates.
In the event of a 200 basis point decrease in interest rates, the Savings
Bank would be expected to experience an 11.3% decrease in NPV and a 9.6%
decrease in net interest income. In the event of a 200 basis point increase in
interest rates, a 1.4% increase in NPV and a 5.1% increase in net interest
income would be expected. Based upon the modelling described above, the Savings
Bank's asset and liability structure results in decreases in NPV and decreases
in net interest income in a declining interest rate scenario and increases in
NPV and increases in net interest income in a rising interest rate scenario.
However, the amount of change in value of specific assets and liabilities due to
changes in rates is not the same in a rising rate environment as in a falling
rate environment.
As with any method of measuring interest rate risk, certain shortcomings
are inherent in the method of analysis presented in the foregoing table. For
example, although certain assets and liabilities may have similar maturities or
periods to repricing, they may react in different degrees to changes in market
interest rates. Also,
34
<PAGE>
the interest rates on certain types of assets and liabilities may fluctuate in
advance of changes in market interest rates, while interest rates on other types
may lag behind changes in market rates. Additionally, certain assets have
features which restrict changes in interest rates on a short-term basis and over
the life of the asset. Further, in the event of a change in interest rates,
expected rates of prepayments on loans and early withdrawals from certificates
could likely deviate significantly from those assumed in calculating the table.
Liquidity and Capital Resources
The Savings Bank's primary sources of funds are customer deposits, proceeds
from principal and interest payments on and the sale of loans, maturing
securities and FHLB advances. While maturities and scheduled amortization of
loans are a predictable source of funds, deposit flows and mortgage prepayments
are greatly influenced by general interest rates, economic conditions and
competition.
The Savings Bank must maintain an adequate level of liquidity to ensure the
availability of sufficient funds to fund loan originations and deposit
withdrawals, to satisfy other financial commitments and to take advantage of
investment opportunities. The Savings Bank generally maintains sufficient cash
and short-term investments to meet short-term liquidity needs. At June 30,
1997, the Savings Bank's regulatory liquidity ratio (net cash, and short term
and marketable assets, as a percentage of net deposits and short term
liabilities) was 8.8%. At June 30, 1997, the Savings Bank also maintained an
uncommitted credit facility with the FHLB-Seattle that provided for immediately
available advances up to an aggregate amount of $41.2 million, under which $13.8
million was outstanding.
Liquidity management is both a short- and long-term responsibility of the
Savings Bank's management. The Savings Bank adjusts its investments in liquid
assets based upon management's assessment of (i) expected loan demand, (ii)
projected loan sales, (iii) expected deposit flows, and (iv) yields available on
interest-bearing deposits. Excess liquidity is invested generally in interest-
bearing overnight deposits and other short-term government and agency
obligations. If the Savings Bank requires funds beyond its ability to generate
them internally, it has additional borrowing capacity with the FHLB and
collateral for repurchase agreements.
The Savings Bank's primary investing activity is the origination of one- to
four-family mortgage loans and construction and land development loans. During
the years ended September 30, 1994, 1995 and 1996 and the nine months ended June
30, 1997, the Savings Bank originated $28.3 million, $26.9 million, $24.5
million and $18.3 million of one- to- four family mortgage loans and $39.2
million, $33.2 million, $29.7 million and $26.2 million of construction and land
development loans, respectively. At June 30, 1997, the Savings Bank had
mortgage loan commitments totalling $4.7 million and undisbursed loans in
process totalling $13.9 million. The Savings Bank anticipates that it will have
sufficient funds available to meet current loan commitments. Certificates of
deposit that are scheduled to mature in less than one year from June 30, 1997
totalled $77.1 million. Historically, the Savings Bank has been able to retain
a significant amount of its deposits as they mature.
Federally-insured state-chartered banks are required to maintain minimum
levels of regulatory capital. Under current FDIC regulations, insured state-
chartered banks generally must maintain (i) a ratio of Tier 1 leverage capital
to total assets of at least 3.0% (4.0% to 5.0% for all but the most highly rated
banks), (ii) a ratio of Tier 1 capital to risk weighted assets of at least 4.0%
and (iii) a ratio of total capital to risk weighted assets of at least 8.0%. At
June 30, 1997, the Savings Bank was in compliance with all applicable capital
requirements. For a detailed discussion of regulatory capital requirements, see
"REGULATION -- The Savings Bank -- Capital Requirements." See also "HISTORICAL
AND PRO FORMA REGULATORY CAPITAL COMPLIANCE."
35
<PAGE>
Impact of New Accounting Pronouncements
Accounting for Employee Stock Ownership Plans. In November 1993 the
American Institute of Certified Public Accountants issued SOP 93-6, which
requires an employer to record compensation expense in an amount equal to the
fair value of shares committed to be released to employees from an employee
stock ownership plan and to exclude unallocated shares from earnings per share
computations. The effect of SOP 93-6 on net income and book value per share in
future periods cannot be predicted due to the uncertainty of the fair value of
the shares at the time they will be committed to be released. See "PRO FORMA
DATA."
Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities. See Note 1 of Notes to the Consolidated
Financial Statements for a discussion of Statement of Financial Accounting
Standards ("SFAS") No. 125, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishment of Liabilities," and of SFAS No. 127, "Deferral of the
Effective Date of Certain Provisions of SFAS No. 125. SFAS No. 127 defers the
effective date of the application of certain portions of SFAS No. 125 until
January 1, 1998. Following the adoption of SFAS No. 125 on January 1, 1997, the
Savings Bank recorded servicing income on loans sold of $118,000.
Earnings Per Share. SFAS No. 128, "Earnings Per Share," issued in February
1997, establishes standards for computing and presenting earnings per share
("EPS") and applies to entities with publicly-held common stock or potential
common stock. It replaces the presentation of primary EPS with a presentation
of basic EPS and requires the dual presentation of basic and diluted EPS on the
face of the income statement. SFAS No. 128 is effective for the financial
statements for the periods ending after December 15, 1997. SFAS No. 128
requires restatement of all prior period EPS data presented. The impact of its
adoption is not expected to be material to the Savings Bank.
Disclosure of Information About Capital Structure. SFAS No. 129,
"Disclosure of Information About Capital Structure," establishes standards for
disclosing information about an entity's capital structure and applies to all
entities. SFAS No. 129 continues the previous requirements to disclose certain
information about an entity's capital structure found in Accounting Principles
Board ("APB") Opinions No. 10, "Omnibus Opinion - 1966," and No. 15, "Earnings
Per Share," and SFAS No. 47, "Disclosure of Long-Term Obligations," for entities
that were subject to those standards. SFAS No. 129 is effective for financial
statements for periods ending after December 15, 1997. SFAS No. 129 contains no
change in disclosure requirements for entities that were previously subject to
the requirements of APB Opinions Nos. 10 and 15 and SFAS No. 47. The adoption
of the provisions of SFAS No. 129 is not expected to have a material impact on
the Savings Bank.
Comprehensive Income. SFAS No. 130, "Reporting Comprehensive Income,"
issued in July 1997, establishes standards for reporting and presenting of
comprehensive income and its components (revenues, expenses, gains, and losses)
in a full set of general-purpose financial statements. It requires that all
items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
presented with the same prominence as other financial statements. SFAS No. 130
requires that companies (i) classify items of other comprehensive income by
their nature in a financial statement and (ii) display the accumulated balance
of other comprehensive income separately from retained earnings and additional
paid-in capital in the equity section of the statement of financial condition.
SFAS No. 130 is effective for fiscal years beginning after December 15, 1997.
Reclassification of financial statements for earlier periods provided for
comprehensive purposes is required.
Disclosure About Segments. SFAS No. 131, "Disclosure About Segments of an
Enterprise and Related Information," issued in June 1997, establishes standards
for disclosure about operating segments in annual financial statements and
selected information in interim financial reports. It also establishes
standards for related disclosures about products and services, geographic areas,
and major customers. SFAS No. 131 supersedes SFAS No. 14, "Financial Reporting
for Segments of a Business Enterprise." SFAS No. 131 becomes effective for the
Savings
36
<PAGE>
Bank's fiscal year ending September 30, 1999, and requires that comparative
information from earlier years be restated to conform to its requirements. The
adoption of the provisions of SFAS No. 131 is not expected to have a material
impact on the Savings Bank.
Disclosures About Fair Value of Financial Instruments. See Notes 1 and 14
of Notes to the Consolidated Financial Statements for a discussion of Statement
of Financial Accounting Standards ("SFAS") No. 107, "Disclosures About Fair
Value of Financial Instruments." The Savings Bank adopted SFAS No. 107 for the
year ended September 30, 1996.
Accounting for Stock-Based Compensation. SFAS No. 123, "Accounting for
Stock-Based Compensation," establishes financial accounting and reporting
standards for stock-based employee compensation plans. This statement
encourages all entities to adopt a new method of accounting to measure
compensation cost of all employee stock compensation plans based on the
estimated fair value of the award at the date it is granted. Companies are,
however, allowed to continue to measure compensation cost for those plans using
the intrinsic value based method of accounting, which generally does not result
in compensation expense recognition for most plans. Companies that elect to
remain with the existing accounting method are required to disclose in a
footnote to the financial statements pro forma net income and, if presented,
earnings per share, as if this statement had been adopted. The accounting
requirements of this statement are effective for transactions entered into in
fiscal years that begin after December 15, 1995; however, companies are required
to disclose information for awards granted in their first fiscal year beginning
after December 15, 1994. Management expects to use the intrinsic value method
upon consummation of the Conversion and the adoption of stock based benefit
plans.
Effect of Inflation and Changing Prices
The consolidated financial statements and related financial data presented
herein have been prepared in accordance with GAAP, which require the measurement
of financial position and operating results in terms of historical dollars,
without considering the change in the relative purchasing power of money over
time due to inflation. The primary impact of inflation is reflected in the
increased cost of the Savings Bank's operations. Unlike most industrial
companies, virtually all the assets and liabilities of a financial institution
are monetary in nature. As a result, interest rates generally have a more
significant impact on a financial institution's performance than do general
levels of inflation. Interest rates do not necessarily move in the same
direction or to the same extent as the prices of goods and services. See "RISK
FACTORS -- Potential Adverse Impact of Changes in Interest Rates."
BUSINESS OF THE HOLDING COMPANY
General
The Holding Company was organized as a Washington business corporation at
the direction of the Savings Bank on September 8, 1997 for the purpose of
becoming a holding company for the Savings Bank upon completion of the
Conversion. Upon completion of the Conversion, the Savings Bank will be a
wholly-owned subsidiary of the Holding Company.
Business
Prior to the Conversion, the Holding Company will not engage in any
significant operations. Upon completion of the Conversion, the Holding
Company's sole business activity will be the ownership of all of the outstanding
capital stock of the Savings Bank. In the future, the Holding Company may
acquire or organize other operating subsidiaries, although there are no current
plans, arrangements, agreements or understandings, written or oral, to do so.
37
<PAGE>
Initially, the Holding Company will neither own nor lease any property but
will instead use the premises, equipment and furniture of the Savings Bank with
the payment of appropriate rental fees, as required by applicable law.
As the holding company for the Savings Bank, the competitive conditions
applicable to the Holding Company will be the same as those confronting the
Savings Bank. See "BUSINESS OF THE SAVINGS BANK -- Competition."
BUSINESS OF THE SAVINGS BANK
General
The Savings Bank operates as a community oriented financial institution
dedicated to serving the needs of its customers in its market area. The Savings
Bank's business consists primarily of attracting deposits from the general
public and using those funds to originate residential real estate loans and
loans secured by multi-family, land development and commercial properties.
Market Area
The Savings Bank considers Grays Harbor, Thurston, Pierce and King Counties
and, to a lesser extent, adjoining Kitsap County as its primary market area.
The Savings Bank conducts operations from its main office in Hoquiam (Grays
Harbor County), three branch offices in Grays Harbor County (Aberdeen, Montesano
and Ocean Shores), a branch office in King County (Auburn, opened in 1994), two
branch offices in Pierce County (Edgewood, opened in 1980, and Puyallup, opened
in 1996), a branch office in Thurston County (Lacey, opened in 1997) and a loan
production office in Kitsap County (Port Orchard, opened in 1995). See"--
Properties."
Hoquiam, population approximately 9,000, is located in Grays Harbor County
which is situated along Washington State's central Pacific coast. Hoquiam is
located approximately 110 miles southwest of Seattle and 145 miles northwest of
Portland, Oregon.
The Savings Bank considers its primary market area to include three
submarkets -- primarily rural Grays Harbor County with its historical dependence
on the timber and fishing industries; Ocean Shores with its dependence on
tourism and vacation home residents; and Pierce, King, Thurston and Kitsap
Counties with their dependence on state government in Olympia, the state
capital, and the aerospace and computer industries in the Seattle-Tacoma
metropolitan area. Each of these markets present operating risks to the Savings
Bank. See "RISK FACTORS --Market Area Risk." The Savings Bank's recent
expansion into Thurston, King and Kitsap Counties and recent opening of a second
branch office in Pierce County represents the Savings Bank's attempt to
diversify its primary market area to become less reliant on the economy of Grays
Harbor County.
Lending Activities
General. Historically, the principal lending activity of the Savings Bank
has consisted of the origination of loans secured by first mortgages on owner-
occupied, one- to four-family residences and loans for the construction of one-
to four-family residences. In recent years, the Savings Bank has increased its
origination of loans secured by multi-family properties, construction and land
development loans, land loans and commercial real estate loans. The Savings
Bank's net loans receivable totalled approximately $187.5 million at June 30,
1997, representing approximately 90.9% of consolidated total assets and at that
date construction and land development loans, land loans and loans secured by
commercial and multi-family properties were $91.2 million, or 44.6%, of total
loans.
38
<PAGE>
The Savings Bank's internal loan policy limits the maximum amount of loans to
one borrower to 25% of its capital. At June 30, 1997, the maximum amount which
the Savings Bank could have lent to any one borrower and the borrower's related
entities was approximately $6.0 million under its policy. At June 30, 1997, the
Savings Bank had no loans with an aggregate outstanding balance in excess of
this amount. At that date, the Savings Bank had 18 borrowers or related
borrowers with total loans outstanding in excess of $1.0 million. The largest
amount outstanding to any one borrower and the borrower's related entities was
approximately $2.9 million to developers for a condominium project, which was
not performing according to its terms at June 30, 1997. See "--Nonperforming
Assets and Delinquencies."
39
<PAGE>
Loan Portfolio Analysis. The following table sets forth the composition of the
Savings Bank's loan portfolio by type of loan as of the dates indicated.
<TABLE>
<CAPTION>
At September 30,
------------------------------------------------------------------------------------------------
1992 1993 1994 1995 1996
------------------ ------------------ ----------------- ----------------- -----------------
Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ ------- ------ ------- ------ -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Mortgage Loans:
One- to four-family
(1)(2)................... $ 67,872 59.43% $ 73,989 62.87% $ 73,754 52.94% $ 93,582 53.03% $ 95,978 48.51%
Multi-family.............. 6,270 5.49 2,374 2.02 4,806 3.45 10,965 6.21 12,569 6.35
Commercial................ 11,767 10.30 11,242 9.55 11,784 8.46 15,592 8.83 26,529 13.41
Construction and land
development.............. 21,296 18.65 23,202 19.72 40,113 28.79 42,752 24.23 47,140 23.83
Land(2)................... 2,181 1.91 2,277 1.94 4,118 2.96 6,118 3.47 6,115 3.09
-------- ------ -------- ------ -------- ------ -------- ------ -------- ------
Total mortgage loans..... 109,386 95.78 113,034 96.10 134,575 96.60 169,009 95.77 188,331 95.19
Consumer Loans:............
Home equity and second
mortgage................. 2,891 2.53 2,596 2.21 2,853 2.05 5,201 2.95 6,576 3.32
Other..................... 1,572 1.38 1,627 1.38 1,623 1.16 2,019 1.15 2,476 1.25
-------- ------ -------- ------ -------- ------ -------- ------ -------- ------
4,463 3.91 4,223 3.59 4,476 3.21 7,220 4.10 9,052 4.57
Commercial business loans.. 353 0.31 366 0.31 268 0.19 232 0.13 476 0.24
-------- ------ -------- ------ -------- ------ -------- ------ -------- ------
Total loans............ 114,202 100.00% 117,673 100.00% 139,319 100.00% 176,461 100.00% 197,859 100.00%
-------- ====== -------- ====== -------- ====== -------- ====== -------- ======
Less:
Undisbursed portion of
loans in process......... (9,260) (9,370) (15,316) (17,262) (18,434)
Unearned income........... (925) (906) (1,299) (1,554) (1,708)
Allowance for loan losses. (972) (1,138) (1,120) (1,119) (1,133)
Market value adjustment
of loans held for sale... -- -- (26) (3) (89)
-------- -------- -------- -------- --------
Total loans receivable,
net..................... $103,045 $106,259 $121,558 $156,523 $176,495
======== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
At June 30, 1997
----------------
Amount Percent
------ --------
<S> <C> <S>
Mortgage Loans:
One- to four-family(1)(2) $101,957 49.83%
Multi-family.............. 12,644 6.18
Commercial................ 28,867 14.11
Construction and land
development.............. 42,872 20.95
Land(2)................... 6,855 3.35
-------- ------
Total mortgage loans..... 193,195 94.42
Consumer Loans:............
Home equity and second
mortgage................. 7,898 3.86
Other..................... 2,785 1.37
-------- ------
10,683 5.23
Commercial business loans.. 718 0.35
-------- ------
Total loans............ 204,596 100.00%
-------- ======
Less:
Undisbursed portion of
loans in process......... (13,887)
Unearned income........... (1,704)
Allowance for loan losses. (1,454)
Market value adjustment
of loans held for sale... (63)
--------
Total loans receivable,
net..................... $187,488
========
</TABLE>
- ---------------
(1) Includes loans held-for-sale.
(2) Includes real estate contracts totalling $1.4 million at June 30, 1997.
See " -- Real Estate Contracts."
40
<PAGE>
Residential One- to Four-Family Lending. At June 30, 1997, $102.0 million,
or 49.8% of the Savings Bank's loan portfolio consisted of loans secured by one-
to four-family residences.
The Savings Bank originates both fixed-rate loans and adjustable-rate
loans. Generally, 15- and 30-year fixed-rate loans are originated to meet the
requirements for sale in the secondary market to the FHLMC, however, from time
to time, a portion of these fixed-rate loans originated by the Savings Bank may
be retained in the Savings Bank's loan portfolio to meet the Savings Bank's
asset/liability management objectives. The Savings Bank has recently begun to
utilize an automated underwriting program, which preliminarily qualifies a loan
as conforming to FHLMC underwriting standards when the loan is originated. At
June 30, 1997, $14.1 million, or 13.8% of the Savings Bank's one- to- four
family loan portfolio consisted of fixed rate one- to- four family mortgage
loans.
The Savings Bank also offers ARM loans at rates and terms competitive with
market conditions. All of the Savings Bank's ARM loans are retained in its loan
portfolio and not with a view toward sale in the secondary market.
The Savings Bank offers several ARM products which adjust annually after an
initial period ranging from one to five years subject to a limitation on the
annual increase of 2% and an overall limitation of 6%. These ARM products have
utilized the weekly average yield on one-year U.S. Treasury securities adjusted
to a constant maturity of one year plus a margin of 2.875% to 3.50%. ARM loans
held in the Savings Bank's portfolio do not permit negative amortization of
principal and carry no prepayment restrictions. Borrower demand for ARM loans
versus fixed-rate mortgage loans is a function of the level of interest rates,
the expectations of changes in the level of interest rates and the difference
between the initial interest rates and fees charged for each type of loan. The
relative amount of fixed-rate mortgage loans and ARM loans that can be
originated at any time is largely determined by the demand for each in a
competitive environment. At June 30, 1997, $87.9 million, or 86.2%, of the
Savings Bank's one- to- four family loan portfolio consisted of ARM loans.
The material portion of the Savings Bank's ARM loans are "non-conforming"
because they do not satisfy minimum loan amount requirements, acreage limits, or
various other requirements imposed by the FHLMC. Some of these loans are also
originated to meet the needs of borrowers who cannot otherwise satisfy the FHLMC
credit requirements because of personal and financial reasons (i.e., divorce,
bankruptcy, length of time employed, etc.), and other aspects, which do not
conform to the FHLMC's guidelines. Many of these borrowers have higher debt to
income ratios, or the loans are secured by unique properties in rural markets
for which there are no comparable sales of comparable properties to support
value according to secondary market requirements. These loans are known as
subprime loans and the Savings Bank generally requires additional collateral or
lower loan to value ratios prior to the origination of the loan. The Savings
Bank has historically found that its origination of these types of ARM loans has
not resulted in a higher amount of nonperforming loans. Management of the
Savings Bank attributes this low delinquency rate to its familiarity with its
customers and its knowledge of its primary market area. In addition, the
Savings Bank believes that these loans satisfy a need in its local market area.
As a result, subject to market conditions, the Savings Bank intends to continue
to originate such loans. See "RISK FACTORS -- Certain Lending Risks -- Risks
Associated With Subprime Residential Mortgage Lending."
The retention of ARM loans in the Savings Bank's loan portfolio helps
reduce the Savings Bank's exposure to changes in interest rates. There are,
however, unquantifiable credit risks resulting from the potential of increased
interest to be paid by the customer due to increases in interest rates. It is
possible that, during periods of rising interest rates, the risk of default on
ARM loans may increase as a result of repricing and the increased costs to the
borrower. Furthermore, because the ARM loans originated by the Savings Bank
generally provide, as a marketing incentive, for initial rates of interest below
the rates which would apply were the adjustment index used for pricing
initially, these loans are subject to increased risks of default or delinquency.
The Savings Bank attempts to reduce the potential for delinquencies and defaults
on ARM loans by qualifying the borrower based on the borrower's ability to repay
the ARM loan assuming that the maximum interest rate that could be charged at
the first adjustment period remains constant during the loan term. See "RISK
FACTORS -- Interest Rate Risk." Another consideration is that although ARM
loans allow the Savings Bank to increase the sensitivity of its asset base due
to changes in the interest rates, the extent of this interest sensitivity is
limited by the periodic and lifetime interest rate adjustment limits.
41
<PAGE>
Because of these considerations, the Savings Bank has no assurance that yields
on ARM loans will be sufficient to offset increases in the Savings Bank's cost
of funds.
While fixed-rate, single-family residential mortgage loans are normally
originated with 15 to 30 year terms, such loans typically remain outstanding for
substantially shorter periods. This is because borrowers often prepay their
loans in full upon sale of the property pledged as security or upon refinancing
the original loan. In addition, substantially all mortgage loans in the Savings
Bank's loan portfolio contain due-on-sale clauses providing that the Savings
Bank may declare the unpaid amount due and payable upon the sale of the property
securing the loan. Typically, the Savings Bank enforces these due-on-sale
clauses to the extent permitted by law and as business judgment dictates. Thus,
average loan maturity is a function of, among other factors, the level of
purchase and sale activity in the real estate market, prevailing interest rates
and the interest rates payable on outstanding loans.
The Savings Bank requires fire and extended coverage casualty insurance
(and on loans originated since 1994, if appropriate, generally requires flood
insurance) be maintained on all of its real estate secured loans.
The Savings Bank's lending policies generally limit the maximum loan-to-
value ratio on mortgage loans secured by owner-occupied properties to 95% of the
lesser of the appraised value or the purchase price. However, the Savings Bank
usually obtains private mortgage insurance ("PMI") on the portion of the
principal amount that exceeds 80% of the appraised value of the security
property. The maximum loan-to-value ratio on mortgage loans secured by non-
owner-occupied properties is generally 75% (70% for loans originated for sale in
the secondary market to the FHLMC).
Construction and Land Development Lending. Prompted by unfavorable
economic conditions in its primary market area in 1980, the Savings Bank sought
to establish a market niche and as a result initiated the origination of
construction lending. In recent periods, construction lending activities have
been primarily in the Pierce County and King County markets. Competition from
other financial institutions has increased in recent periods and the Savings
Bank expects that its margins on construction loans may be reduced in the
future.
The Savings Bank currently originates three types of residential
construction loans: (i) speculative construction loans, (ii) custom construction
loans and (iii) owner/builder loans. The Savings Bank initiated its
construction lending with the origination of speculative construction loans. As
a result, the Savings Bank began to establish contacts with the building
community and increased the origination of custom construction and land
development loans in rural market areas. The Savings Bank believes that its in-
house computer system has enabled it to establish processing and disbursement
procedures to meet the needs of these borrowers. To a lesser extent, the
Savings Bank also originates construction loans for the development of multi-
family and commercial properties. Annual originations of construction loans
have been $39.2 million, $33.2 million and $29.7 million for the three years
ended September 30, 1996 and $26.3 million for the nine months ended June 30,
1997. Subject to market conditions, the Savings Bank intends to continue to
emphasize its residential construction lending activities. See "RISK FACTORS --
Certain Lending Risks."
At June 30, 1997, the composition of the Savings Bank's construction loan
portfolio was as follows:
<TABLE>
<CAPTION>
Outstanding Percent of
Balance Total
------- -----
(In thousands)
<S> <C> <C>
Speculative construction............... $15,938 37.2%
Custom and owner/builder construction.. 11,604 27.1
Multi-family........................... 9,161 21.3
Land development....................... 4,972 11.6
Commercial real estate................. 1,197 2.8
------- ------
Total................................ $42,872 100.00%
======= ======
</TABLE>
42
<PAGE>
Speculative construction loans are made to home builders and are termed
"speculative" because the home builder does not have, at the time of loan
origination, a signed contract with a home buyer who has a commitment for
permanent financing with either the Savings Bank or another lender for the
finished home. The home buyer may be identified either during or after the
construction period, with the risk that the builder will have to debt service
the speculative construction loan and finance real estate taxes and other
carrying costs of the completed home for a significant time after the completion
of construction until the home buyer is identified. The Savings Bank lends to
approximately 75 builders located in the Savings Bank's primary market area,
each of which generally have three or four speculative loans outstanding from
the Savings Bank during a twelve month period. Rather than originating lines of
credit to home builders to construct several homes at once, the Savings Bank
originates and underwrites a separate loan for each home. Speculative
construction loans are originated for a term of 12 months, with fixed interest
rates ranging from 9.5% to 10.0%, and with a loan-to-value ratio of no more than
80% of the appraised estimated value of the completed property. During this 12
month period, the borrower is required to make monthly payments of accrued
interest on the outstanding loan balance. At June 30, 1997 speculative
construction loans totalled $15.9 million, or 37.2%, of the total construction
loan portfolio. At June 30, 1997, the Savings Bank had six borrowers each with
aggregate outstanding speculative loan balances of more than $500,000, all of
which were performing according to their respective terms and the largest of
which amounted to $320,000.
Unlike speculative construction loans, custom construction loans are made
to home builders who, at the time of construction, have a signed contract with a
home buyer who has a commitment for permanent financing for the finished home
with the Savings Bank or another lender. Custom construction loans are
generally originated for a term of 12 months, with fixed interest rates ranging
from 9.0% to 9.5%, and with loan-to-value ratios of 80% of the appraised
estimated value of the completed property or cost, whichever is less. During
this 12 month period, the borrower is required to make monthly payments of
accrued interest on the outstanding loan balance.
Owner/builder construction loans are originated to the home owner rather
than the home builder as a single loan that automatically converts to a
permanent loan at the completion of construction. The construction phase of a
owner/builder construction loan generally lasts six to nine months with fixed or
adjustable interest rates ranging from 9.0% to 9.5%, and with loan-to-value
ratios of 80% (or up to 95% with PMI) of the appraised estimated value of the
completed property or cost, whichever is less. During this 12 month period, the
borrower is required to make monthly payments of accrued interest on the
outstanding loan balance. At the completion of construction, the loan converts
automatically to either a fixed-rate mortgage loan, which conforms to secondary
market standards, or an ARM loan for retention in the Savings Bank's portfolio.
At June 30, 1997, custom and owner/builder construction loans totalled $11.6
million, or 27.1%, of the total construction loan portfolio. At June 30, 1997,
the largest outstanding custom construction loan had an outstanding balance of
$310,000 and was performing according to its terms.
The Savings Bank originates loans to local real estate developers with whom
it has established relationships for the purpose of developing residential
subdivisions (i.e., installing roads, sewers, water and other utilities)
----
(generally with 10 to 50 lots). At June 30, 1997, subdivision development loans
totalled $5.0 million, or 11.6% of construction and land development loans
receivable. Land development loans are secured by a lien on the property and
made for a period of two to five years with generally fixed interest rates, and
are made with loan-to-value ratios not exceeding 75%. Monthly interest payments
are required during the term of the loan. Land development loans are structured
so that the Savings Bank is repaid in full upon the sale by the borrower of
approximately 80% of the subdivision lots. Substantially all of the Savings
Bank's land development loans are secured by property located in its primary
market area. In addition, in the case of a corporate borrower, the Savings Bank
also generally obtains personal guarantees from corporate principals and reviews
of their personal financial statements. At June 30, 1997, the Savings Bank had
no nonaccruing land development loans.
Land development loans secured by land under development involve greater
risks than one- to- four family residential mortgage loans because such loans
are advanced upon the predicted future value of the developed property. If the
estimate of such future value proves to be inaccurate, in the event of default
and foreclosure the Savings Bank may be confronted with a property the value of
which is insufficient to assure full repayment. The
43
<PAGE>
Savings Bank attempts to minimize this risk by limiting the maximum loan-to-
value ratio on land loans to 75% of the estimated developed value of the secured
property.
To a lesser extent, the Savings Bank also provides construction financing
for multi-family and commercial properties. At June 30, 1997, such
construction loans amounted to $10.4 million. These loans are secured by
motels, apartment buildings, condominiums, office buildings and retail rental
space located in the Savings Bank's primary market area and typically range in
amount from $300,000 to $600,000. At June 30, 1997, the largest commercial
construction loan was for $600,000, secured by retail space located in Lacey,
Washington, and was performing according to its terms. Periodically, the
Savings Bank purchases (without recourse to the seller other than for fraud)
from other lenders participation interests in multi-family and commercial
construction loans secured by properties located in the Savings Bank's primary
market area. The Savings Bank underwrites such participation interests
according to its own standards. At June 30, 1997, the largest participation
interest had an outstanding balance of $2.6 million, which represented a 50%
interest in a construction loan secured by a multi-family property located in
Bremerton, Washington. The loan was performing according to its terms at June
30, 1997.
All construction loans must be approved by the Savings Bank's Loan
Committee. See "-- Loan Solicitation and Processing." Prior to preliminary
approval of any construction loan application, an independent fee appraiser
inspects the site and the Savings Bank reviews the existing or proposed
improvements, identifies the market for the proposed project and analyzes the
pro forma data and assumptions on the project. In the case of a speculative or
custom construction loan, the Savings Bank reviews the experience and expertise
of the builder. After preliminary approval has been given, the application is
processed, which includes obtaining credit reports, financial statements and tax
returns on the borrowers and guarantors, an independent appraisal of the
project, and any other expert reports necessary to evaluate the proposed
project. In the event of cost overruns, the Savings Bank requires that the
borrower increase the funds available for construction by depositing its own
funds into a loans in process account.
Loan disbursements during the construction period are made to the builder
based on a line item budget, which is assessed by periodic on-site inspections
by qualified Savings Bank employees. For most builders, the Savings Bank
disburses loan funds by providing vouchers to suppliers, which when used by the
builder to purchase supplies are submitted by the supplier to the Savings Bank
for payment.
The Savings Bank regularly monitors the construction loan disbursements
using an internal computer program. Property inspections are performed by
Savings Bank personnel for properties located within the Savings Bank's primary
market area and by independent inspectors for properties outside the primary
market area. The Savings Bank believes that its internal monitoring system
helps reduce many of the risks inherent in its construction lending.
The Savings Bank originates construction loan applications through customer
referrals, contacts in the business community and real estate brokers seeking
financing for their clients.
Construction lending affords the Savings Bank the opportunity to achieve
higher interest rates and fees with shorter terms to maturity than does its
single-family permanent mortgage lending. Construction lending, however, is
generally considered to involve a higher degree of risk than single-family
permanent mortgage lending because of the inherent difficulty in estimating both
a property's value at completion of the project and the estimated cost of the
project. The nature of these loans is such that they are generally more
difficult to evaluate and monitor. If the estimate of construction cost proves
to be inaccurate, the Savings Bank may be required to advance funds beyond the
amount originally committed to permit completion of the project. If the
estimate of value upon completion proves to be inaccurate, the Savings Bank may
be confronted with a project whose value is insufficient to assure full
repayment. Projects may also be jeopardized by disagreements between borrowers
and builders and by the failure of builders to pay subcontractors. Loans to
builders to construct homes for which no purchaser has been identified carry
more risk because the payoff for the loan depends on the builder's ability to
sell the property prior to the time that the construction loan is due. The
Savings Bank has sought to address these risks by adhering to strict
underwriting policies, disbursement procedures, and monitoring practices. In
addition, because the Savings Bank's
44
<PAGE>
construction lending is primarily secured by properties in its primary market
area changes in the local and state economies and real estate markets could
adversely affect the Savings Bank's construction loan portfolio.
Real Estate Contracts. The Savings Bank purchases real estate contracts
and deeds of trust from individuals who have privately sold their homes or
property. These contracts are generally secured by one- to four-family
properties, building lots and undeveloped land and range in principal amount
from $10,000 to $200,000, but typically are in amounts between $20,000 and
$40,000. Real estate contracts purchased by the Savings Bank are generally
located within its primary market area. Prior to purchasing the real estate
contract, the Savings Bank reviews the contract and analyzes and assesses the
collateral for the loan, the downpayment made by the borrower and the credit
history on the loan. As of June 30, 1997, the Savings Bank had outstanding $1.4
million of real estate contracts.
Multi-Family Lending. At June 30, 1997, the Savings Bank had $12.6
million, or 6.2% of the Savings Bank's total loan portfolio, secured by multi-
family dwelling units (more than four units) located primarily in the Savings
Bank's primary market area. Subject to market conditions, the Savings Bank
intends to become a more active originator of multi-family loans within its
primary market area. At June 30, 1997, approximately 40% of the Savings Bank's
multi-family loans represent participation interests in loans, secured by
properties located in the Savings Bank's primary market area, purchased from
other lenders. Such participation interests are purchased without recourse to
the seller other than for fraud. The Savings Bank underwrites such
participation interests according to its own standards.
Multi-family loans are generally originated with variable rates of interest
equal to 3.25% over the one-year constant maturity U.S. Treasury Bill Index,
with principal and interest payments fully amortizing over terms of up to 30
years. Multi-family loans generally range in principal balance from $300,000 to
$3.6 million. At June 30, 1997, the largest multi-family loan was a purchased
participation interest with an outstanding principal balance of $1.5 million and
was secured by an apartment building located in the Savings Bank's primary
market area. At June 30, 1997, this loan was performing according to its terms.
The maximum loan-to-value ratio for multi-family loans is generally 75%.
The Savings Bank requires its multi-family loan borrowers to submit financial
statements and rent rolls on the subject property annually. The Savings Bank
also inspects the subject property annually. The Savings Bank generally imposes
a minimum debt coverage ratio of approximately 1.10 for loans secured by multi-
family properties.
Multi-family mortgage lending affords the Savings Bank an opportunity to
receive interest at rates higher than those generally available from one- to-
four family residential lending. However, loans secured by such properties
usually are greater in amount, more difficult to evaluate and monitor and,
therefore, involve a greater degree of risk than one- to- four family
residential mortgage loans. Because payments on loans secured by multi-family
properties are often dependent on the successful operation and management of the
properties, repayment of such loans may be affected by adverse conditions in the
real estate market or the economy. The Savings Bank seeks to minimize these
risks by strictly scrutinizing the financial condition of the borrower, the
quality of the collateral and the management of the property securing the loan.
If the borrower is a corporation, the Savings Bank also generally obtains
personal guarantees from corporate principals based on a review of personal
financial statements. See "RISK FACTORS -- Certain Lending Risks -- Risks of
Commercial Real Estate and Multi-Family Lending."
Commercial Real Estate Lending. Commercial real estate loans totalled
$28.9 million, or 14.1% of total loans receivable at June 30, 1997 and consisted
of 122 loans. The Savings Bank originates commercial real estate loans
generally at variable interest rates and secured by properties, such as
restaurants, motels, office buildings and retail/wholesale facilities, located
in its primary market area. The principal balance of an average commercial real
estate loan generally ranges between $100,000 and $1.0 million. At June 30,
1997, the largest commercial real estate loan had an outstanding balance of $2.1
million and is secured by a motel located in the Savings Bank's primary market
area. This loan was performing according to its terms at June 30, 1997,
however, at June 30, 1997, $2.9
45
<PAGE>
million of commercial real estate loans were not performing according to terms.
See "--Nonperforming Assets and Delinquencies."
The Savings Bank requires appraisals of all properties securing commercial
real estate loans. Appraisals are performed by an independent appraiser
designated by the Savings Bank, all of which are reviewed by management. The
Savings Bank considers the quality and location of the real estate, the credit
of the borrower, the cash flow of the project and the quality of management
involved with the property. The Savings Bank generally imposes a minimum debt
coverage ratio of approximately 1.10 for originated loans secured by income
producing commercial properties. Loan-to-value ratios on commercial real estate
loans are generally limited to 75%. The Savings Bank generally obtains loan
guarantees from financially capable parties based on a review of personal
financial statements.
Commercial real estate lending affords the Savings Bank an opportunity to
receive interest at rates higher than those generally available from one- to-
four family residential lending. However, loans secured by such properties
usually are greater in amount, more difficult to evaluate and monitor and,
therefore, involve a greater degree of risk than one- to- four family
residential mortgage loans. Because payments on loans secured by commercial
properties often depend upon the successful operation and management of the
properties, repayment of such loans may be affected by adverse conditions in the
real estate market or the economy. The Savings Bank seeks to minimize these
risks by limiting the maximum loan-to-value ratio to 75% and strictly
scrutinizing the financial condition of the borrower, the quality of the
collateral and the management of the property securing the loan.
Land Lending. The Savings Bank occasionally originates loans for the
acquisition of land upon which the purchaser can then build or make improvements
necessary to build or to sell as improved lots. At June 30, 1997, the Savings
Bank's land loan portfolio totalled $6.9 million and consisted of 160 loans.
Land loans originated by the Savings Bank are generally fixed-rate loans and
have maturities of five to ten years. Land loans generally range in principal
amount from $40,000 to $60,000. The largest land loan had an outstanding
balance of $298,000 at June 30, 1997 and was performing according to its terms.
Loans secured by undeveloped land or improved lots involve greater risks
than one- to four-family residential mortgage loans because such loans are more
difficult to evaluate. If the estimate of value proves to be inaccurate, in the
event of default and foreclosure the Savings Bank may be confronted with a
property the value of which is insufficient to assure full repayment. The
Savings Bank attempts to minimize this risk by limiting the maximum loan-to-
value ratio on land loans to 75%.
Consumer Lending. Consumer lending has traditionally been a small part of
the Savings Bank's business. Consumer loans generally have shorter terms to
maturity and higher interest rates than mortgage loans. Consumer loans include
home equity lines of credit, Title I home improvement loans, second mortgage
loans, savings account loans, automobile loans, boat loans, motorcycle loans,
recreational vehicle loans and unsecured loans. Consumer loans are made with
both fixed and variable interest rates and with varying terms. At June 30, 1997,
consumer loans amounted to $10.7 million, or 5.2% of the total loan portfolio.
At June 30, 1997, the largest component of the consumer loan portfolio
consisted of second mortgage loans and home equity lines of credit, which
totalled $7.9 million, or 3.9% of the total loan portfolio. Home equity lines
of credit and second mortgage loans are made for purposes such as the
improvement of residential properties, debt consolidation and education
expenses, among others. The majority of these loans are made to existing
customers and are secured by a first or second mortgage on residential property.
The Savings Bank occasionally solicits these loans. The loan-to-value ratio is
typically 80% or less, when taking into account both the first and second
mortgage loans. Second mortgage loans typically carry fixed interest rates with
a fixed payment over a term between five and 20 years. Home equity lines of
credit are generally for a one year term and the interest rate is tied to the 26
week Treasury Bill plus 4.0%.
46
<PAGE>
Subsequent to June 30, 1997, the Savings Bank began issuing VISA credit
cards to its existing customers. The Savings Bank does not engage in direct
mailings of pre-approved credit cards.
Consumer loans entail greater risk than do residential mortgage loans,
particularly in the case of consumer loans that are unsecured or secured by
rapidly depreciating assets such as automobiles. In such cases, any repossessed
collateral for a defaulted consumer loan may not provide an adequate source of
repayment of the outstanding loan balance as a result of the greater likelihood
of damage, loss or depreciation. The remaining deficiency often does not
warrant further substantial collection efforts against the borrower beyond
obtaining a deficiency judgment. In addition, consumer loan collections are
dependent on the borrower's continuing financial stability, and are more likely
to be adversely affected by job loss, divorce, illness or personal bankruptcy.
Furthermore, the application of various federal and state laws, including
federal and state bankruptcy and insolvency laws, may limit the amount that can
be recovered on such loans. The Savings Bank believes that these risks are not
as prevalent in the case of the Savings Bank's consumer loan portfolio because a
large percentage of the portfolio consists of second mortgage loans and home
equity lines of credit that are underwritten in a manner such that they result
in credit risk that is substantially similar to one- to- four family residential
mortgage loans. Nevertheless, second mortgage loans and home equity lines of
credit have greater credit risk than one- to- four family residential mortgage
loans because they are secured by mortgages subordinated to the existing first
mortgage on the property, which may or may not be held by the Savings Bank. At
June 30, 1997, there were $1,000 of consumer loans delinquent in excess of 90
days.
47
<PAGE>
Loan Maturity and Repricing
The following table sets forth certain information at June 30, 1997
regarding the dollar amount of loans maturing in the Savings Bank's portfolio
based on their contractual terms to maturity, but does not include scheduled
payments or potential prepayments. Demand loans, loans having no stated
schedule of repayments and no stated maturity, and overdrafts are reported as
due in one year or less.
<TABLE>
<CAPTION>
Within One Year After 3 Years After 5 Years After
One Year Through 3 Years Through 5 Years Through 10 Years 10 Years Total
-------- --------------- --------------- ---------------- -------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Mortgage loans:
One-to four-family....................... $ 2,394 $ 781 $1,265 $ 3,763 $ 93,754 $101,957
Multi-family............................. -- 2 208 7,254 5,180 12,644
Commercial............................... 600 259 528 9,729 17,751 28,867
Construction and land development(1)..... 18,822 10,268 18 814 12,950 42,872
Land..................................... 435 1,706 4,248 323 143 6,855
Consumer loans:
Home equity and second mortgage.......... 2,275 545 1,360 1,656 2,062 7,898
Other.................................... 1,190 583 650 167 195 2,785
Commercial business loans................. 81 22 600 15 -- 718
------- ------- ------ ------- -------- --------
Total.................................. $25,797 $14,166 $8,877 $23,721 $132,035 $204,596
======= ======= ====== ======= ========
Less:
Undisbursed portion of loans in process.. (13,887)
Unearned income.......................... (1,704)
Allowance for loan losses................ (1,454)
Market value adjustment on loans
held for sale........................... (63)
--------
Loans receivable, net.................. $187,488
========
</TABLE>
- --------------------
(1) Includes construction/permanent that convert to a permanent mortgage loan
once construction is completed.
48
<PAGE>
The following table sets forth the dollar amount of all loans due after
June 30, 1997, which have fixed interest rates and have floating or adjustable
interest rates.
<TABLE>
<CAPTION>
Fixed Floating or
Rates Adjustable Rates Total
----- ---------------- -----
(In thousands)
<S> <C> <C> <C>
Mortgage loans:
One-to four-family................. $14,072 $ 87,885 $101,957
Multi-family....................... 5,411 7,233 12,644
Commercial......................... 7,030 21,837 28,867
Construction and land development.. 32,545 10,327 42,872
Land............................... 6,835 20 6,855
Consumer loans:
Home equity and second mortgage.... 5,888 2,010 7,898
Other.............................. 2,690 95 2,785
------- -------- --------
8,578 2,150 10,683
------- -------- --------
Commercial business loans........... 709 9 718
------- -------- --------
Total............................ $75,180 $129,416 $204,596
======= ======== ========
</TABLE>
Scheduled contractual principal repayments of loans do not reflect the
actual life of such assets. The average life of loans is substantially less than
their contractual terms because of prepayments. In addition, due-on-sale clauses
on loans generally give the Savings Bank the right to declare loans immediately
due and payable in the event, among other things, that the borrower sells the
real property subject to the mortgage and the loan is not repaid. The average
life of mortgage loans tends to increase, however, when current mortgage loan
market rates are substantially higher than rates on existing mortgage loans and,
conversely, decrease when rates on existing mortgage loans are substantially
higher than current mortgage loan market rates.
Loan Solicitation and Processing. Loan originations are obtained from a
variety of sources, including walk-in customers, and referrals from builders and
realtors. Upon receipt of a loan application from a prospective borrower, a
credit report and other data are obtained to verify specific information
relating to the loan applicant's employment, income and credit standing. An
appraisal of the real estate offered as collateral generally is undertaken by an
appraiser retained by the Savings Bank and certified by the State of Washington.
Mortgage loan applications are initiated by loan officers and are required
to be approved by the Savings Bank's Loan Committee, which consists of the
Savings Bank's President, Executive Vice President and Vice President. All
loans up to and including $300,000 may be approved by any two of the Savings
Bank's President, Executive Vice President or Vice President, without Board
approval. Loans in excess of $300,000, as well as loans of any size granted to
a single borrower whose aggregate lending relationship exceeds $300,000, must be
approved by the Savings Bank's Board of Directors.
Loan Originations, Purchases and Sales. During the year ended September 30,
1996 and the nine months ended June 30, 1997, the Savings Bank's total gross
loan originations were $76.5 million and $55.5 million, respectively.
Periodically, the Savings Bank purchases participation interests in construction
and land development loans and multi-family loans, secured by properties located
in the Savings Bank's primary market area, from other lenders. Such purchases
are underwritten to the Savings Bank's underwriting guidelines and are without
recourse to the seller other than for fraud. See "-- Construction and Land
Development Lending" and "-- Multi-Family Lending."
Consistent with its asset/liability management strategy, the Savings Bank's
policy has been to retain in its portfolio all of the ARM loans and generally
originates fixed rate loans with a view toward sale in the secondary market to
FHLMC; however, from time to time, a portion of fixed-rate loans may be retained
in the Savings Bank's
49
<PAGE>
portfolio to meet its asset-liability objectives. Loans sold in the secondary
market are generally sold on a servicing retained basis. At June 30, 1997, the
Savings Bank's loan servicing portfolio totalled $54.0 million.
The following table shows total loans originated, purchased, sold and
repaid during the periods indicated.
<TABLE>
<CAPTION>
Nine Months Ended
Year Ended September 30, June 30,
------------------------------- --------------------
1994 1995 1996 1996 1997
--------- --------- --------- --------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Loans originated:
Mortgage loans:
One-to four family..................... $ 28,317 $ 26,883 $ 24,512 $ 19,852 $ 18,309
Multi-family........................... 1,058 518 3,946 3,793 1,267
Commercial............................. 921 2,798 10,100 8,880 2,066
Construction and land development...... 39,207 33,240 29,662 20,202 26,260
Land................................... 3,507 2,876 2,590 1,725 1,951
Consumer................................ 2,996 6,091 5,358 4,257 5,300
Commercial business loans............... 129 89 348 355 413
-------- -------- -------- -------- --------
Total loans originated................. 76,135 72,495 76,516 59,064 55,506
Loans purchased:
Mortgage loans:
One-to four family..................... -- 704 367 297 64
Multi-family........................... 1,500 3,318 1,163 1,163 --
Commercial............................. -- 1,091 -- -- 546
Construction........................... 1,500 3,050 4,300 1,675 --
Land................................... -- 802 83 59 131
-------- -------- -------- -------- --------
Total loans purchased................. 3,000 8,965 5,913 3,194 741
-------- -------- -------- -------- --------
Total loans originated and purchased.. 79,135 81,460 82,429 62,258 56,247
Loans sold:
Total whole loans sold................. (22,154) (4,200) (9,153) (5,723) (11,256)
Participation loans.................... (725) -- (3,229) -- --
-------- -------- -------- -------- --------
Total loans sold....................... (22,879) (4,200) (12,382) (5,723) (11,256)
Mortgage loan principal repayments....... (34,610) (40,118) (48,649) (40,693) (38,254)
Increase (decrease) in other items, net.. (6,347) (2,177) (1,426) (3,251) 4,256
-------- -------- -------- -------- --------
Net increase in loans receivable, net.... $ 15,299 $ 34,965 $ 19,972 $ 12,591 $ 10,993
======== ======== ======== ======== ========
</TABLE>
Loan Origination and Other Fees. The Savings Bank, in some instances,
receives loan origination fees. Loan fees are a percentage of the principal
amount of the mortgage loan which are charged to the borrower for funding the
loan. The amount of fees charged by the Savings Bank is generally 1.0% to 2.0%.
Current accounting standards require fees received (net of certain loan
origination costs) for originating loans to be deferred and amortized into
interest income over the contractual life of the loan. Net deferred fees or
costs associated with loans that are prepaid are recognized as income at the
time of prepayment. The Savings Bank had $1.6 million of net deferred mortgage
loan fees at June 30, 1997.
Nonperforming Assets and Delinquencies. The Savings Bank assesses late fees
or penalty charges on delinquent loans of approximately 5% of the monthly loan
payment amount. Substantially all fixed-rate and ARM
50
<PAGE>
loan payments are due on the first day of the month; however, the borrower is
given a 15 day grace period to make the loan payment. When a mortgage loan
borrower fails to make a required payment when due, the Savings Bank institutes
collection procedures. The first notice is mailed to the borrower eight days
after the date the payment is due and, if necessary, a second written notice is
sent on the 16th day giving the borrower 15 days to respond and correct the
delinquency. Attempts to contact the borrower by telephone generally begin upon
the thirtieth day of delinquency. If a satisfactory response is not obtained,
continuous follow-up contacts are attempted until the loan has been brought
current. Before the 90th day of delinquency, attempts to interview the borrower,
preferably in person, are made to establish (i) the cause of the delinquency,
(ii) whether the cause is temporary, (iii) the attitude of the borrower toward
the debt, and (iv) a mutually satisfactory arrangement for curing the default.
If the borrower is chronically delinquent and all reasonable means of
obtaining payment on time have been exhausted, foreclosure is initiated
according to the terms of the security instrument and applicable law. Interest
income on loans is reduced by the full amount of accrued and uncollected
interest.
When a consumer loan borrower fails to make a required payment on a
consumer loan by the payment due date, the Savings Bank institutes the same
collection procedures as for its mortgage loan borrowers.
The Savings Bank's Board of Directors is informed monthly as to the status
of all mortgage and consumer loans that are delinquent by more than 30 days, the
status on all loans currently in foreclosure, and the status of all foreclosed
and repossessed property owned by the Savings Bank.
The following table sets forth information with respect to the Savings
Bank's non-performing assets at the dates indicated.
<TABLE>
<CAPTION>
At September 30,
--------------------------------------- At June 30,
1992 1993 1994 1995 1996 1997
------ ------ ------ ------ ------ ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Loans accounted for on a nonaccrual basis:
Mortgage loans:
One-to four-family........................ $ 469 $ 612 $ 392 $ 646 $ 735 $ 841
Commercial................................ -- -- -- -- -- 2,886(1)
Construction and land development......... 966 196 125 391 771 3,991(2)
Consumer loans............................ 1 -- 30 -- 14 1
Commercial business loans................. -- -- -- -- -- 11
------ ------ ----- ------ ------ ------
Total.................................. 1,436 808 547 1,037 1,520 7,730
Accruing loans which are contractually
past due 90 days or more:
Mortgage loans:
Construction and land development......... -- -- -- -- -- 303
------ ------ ----- ------ ------ ------
Total................................. -- -- -- -- -- 303
------ ------ ----- ------ ------ ------
Total of nonaccrual and
90 days past due loans..................... $1,436 $ 808 $ 547 $1,037 $1,520 $8,033
Real estate owned and other
repossessed assets......................... 879 484 407 209 125 317
------ ------ ----- ------ ------ ------
Total nonperforming assets............. 2,315 1,292 954 1,246 1,645 8,350
Restructured loans.......................... -- 11 29 207 158 71
</TABLE>
(table continued, and footnotes located, on following page)
51
<PAGE>
<TABLE>
<CAPTION>
At September 30,
----------------------------------------------------- At June 30,
1992 1993 1994 1995 1996 1997
--------- --------- --------- --------- --------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Nonaccrual and 90 days or more
past due loans as a percentage
of loans receivable, net................ 1.39% 0.76% 0.45% 0.66% 0.86% 4.28%(3)
Nonaccrual and 90 days or more past due
loans as a percentage of total assets... 1.16% 0.58% 0.36% 0.58% 0.78% 3.90%(4)
Nonperforming assets as a
percentage of total assets.............. 1.87% 0.93% 0.63% 0.70% 0.85% 4.05%(5)
Loans receivable, net.................... $103,045 $106,259 $121,558 $156,523 $176,495 $187,488
======== ======== ======== ======== ======== ========
Total assets............................. $123,889 $139,233 $151,044 $177,761 $194,357 $206,188
======== ======== ======== ======== ======== ========
- ------------
</TABLE>
(1) Includes two loans each with a balance of $1.4 million at June 30, 1997, as
discussed below.
(2) Includes two loans with balances of $1.9 million and $1.0 million at June
30, 1997, as discussed below.
(3) This ratio would be 1.21% excluding the loans described in footnotes 1 and
2.
(4) This ratio would be 1.10% excluding the loans described in footnotes 1 and
2.
(5) This ratio would be 1.25% excluding the loans described in footnotes 1 and
2.
Additional interest income, which would have been recorded for the year
ended September 30, 1996 and the nine months ended June 30, 1997 had nonaccruing
loans been current in accordance with their original terms, amounted to
approximately $42,000 and $214,000, respectively. No interest income was
included in the results of operations on such loans for the year ended September
30, 1996 and the nine months ended June 30, 1997.
The following is a discussion of the Savings Bank's major problem assets
included in commercial and construction and land development loans at June 30,
1997:
Convenience store/retail space and mini-storage, Kitsap County, Washington.
--------------------------------------------------------------------------
The Savings Bank has two loans that were originated in 1996 on two separate
properties: a convenience store combined with retail space and a 436 unit mini
storage facility. The original loan amounts (before additional advances) were
$1.4 million for the convenience store and retail space and $1.2 million for the
mini-storage facility. The convenience store is being operated by the borrowers
with the retail space currently in the lease up stage, with two of the six
spaces occupied. The mini-storage facility is in the lease up stage with
approximately 140 units leased. These loans are delinquent primarily because of
a dispute between the two borrowers. No specific reserves have been established
by the Savings Bank for these loans and the Savings Bank does not expect to
incur any losses from these loans based on a recent assessment of the real
estate collateral. At June 30, 1997, the loans were classified "special mention"
by the Savings Bank. See "-- Asset Classification."
Condominium loan, Southern King County, Washington. The Savings Bank has
---------------------------------------------------
two loans for the construction and sale of a 61-unit condominium complex. The
original loan amounts were $3.9 million and $1.7 million, respectively, and were
originated in 1994 and 1996. At June 30, 1997, 30 units had been sold, 15 units
were available for sale, and 16 units were in various stages of completion. No
specific reserves have been established by the Savings Bank for these loans and
the Savings Bank does not expect to incur any material losses from these loans
based on a recent assessment of the real estate collateral. At June 30, 1997,
the loans were classified "substandard" by the Savings Bank. See "-- Asset
Classification."
52
<PAGE>
Real Estate Owned. Real estate acquired by the Savings Bank as a result of
foreclosure or by deed-in-lieu of foreclosure is classified as real estate owned
until sold. When property is acquired it is recorded at the lower of its cost,
which is the unpaid principal balance of the related loan plus foreclosure
costs, or fair market value. Subsequent to foreclosure, the property is carried
at the lower of the foreclosed amount or fair value, less estimated selling
costs. At June 30, 1997, the Savings Bank had $317,000 in real estate owned
consisting primarily of one-to- four family properties.
Restructured Loans. Under GAAP, the Savings Bank is required to account for
certain loan modifications or restructuring as a "troubled debt restructuring."
In general, the modification or restructuring of a debt constitutes a troubled
debt restructuring if the Savings Bank for economic or legal reasons related to
the borrower's financial difficulties grants a concession to the borrowers that
the Savings Bank would not otherwise consider. Debt restructurings or loan
modifications for a borrower do not necessarily always constitute troubled debt
restructurings, however, and troubled debt restructurings do not necessarily
result in nonaccrual loans. The Savings Bank had $71,000 of restructured loans
as of June 30, 1997, which consisted of two one- to- four family mortgage loans
and one consumer loan.
Asset Classification. Applicable regulations require that each insured
institution review and classify its assets on a regular basis. In addition, in
connection with examinations of insured institutions, regulatory examiners have
authority to identify problem assets and, if appropriate, require them to be
classified. There are three classifications for problem assets: substandard,
doubtful and loss. Substandard assets have one or more defined weaknesses and
are characterized by the distinct possibility that the insured institution will
sustain some loss if the deficiencies are not corrected. Doubtful assets have
the weaknesses of substandard assets with the additional characteristic that the
weaknesses make collection or liquidation in full on the basis of currently
existing facts, conditions and values questionable, and there is a high
possibility of loss. An asset classified as loss is considered uncollectible and
of such little value that continuance as an asset of the institution is not
warranted. When an insured institution classifies problem assets as either
substandard or doubtful, it is required to establish general allowances for loan
losses in an amount deemed prudent by management. These allowances represent
loss allowances which have been established to recognize the inherent risk
associated with lending activities and the risks associated with particular
problem assets. When an insured institution classifies problem assets as loss,
it charges off the balances of the asset. Assets which do not currently expose
the insured institution to sufficient risk to warrant classification in one of
the aforementioned categories but possess weaknesses are required to be
designated as special mention. The Savings Bank's determination as to the
classification of its assets and the amount of its valuation allowances is
subject to review by the FDIC and the Division which can order the establishment
of additional loss allowances.
The aggregate amounts of the Savings Bank's classified assets (as determined
by the Savings Bank), and of the Savings Bank's general and specific loss
allowances at the dates indicated, were as follows:
<TABLE>
<CAPTION>
At September 30,
------------------------ At June 30,
1995 1996 1997
------ ------ ------
(In thousands)
<S> <C> <C> <C>
Loss...................... $ -- $ -- $ --
Doubtful.................. -- -- --
Substandard assets........ 1,371 2,061 5,510(1)
Special mention........... -- 97 2,886(1)
General loss allowances... 1,119 1,133 1,454
Specific loss allowances.. -- -- --
- --------------------
</TABLE>
(1) For further information concerning the increase in classified assets, see
"-- Nonperforming Assets and Delinquencies."
53
<PAGE>
Allowance for Loan Losses. The Savings Bank has established a systematic
methodology for the determination of provisions for loan losses that takes into
consideration the need for an overall general valuation allowance as well as
specific allowances assigned to individual loans.
In originating loans, the Savings Bank recognizes that losses will be
experienced and that the risk of loss will vary with, among other things, the
type of loan being made, the creditworthiness of the borrower over the term of
the loan, general economic conditions and, in the case of a secured loan, the
quality of the security for the loan. The Savings Bank increases its allowance
for loan losses by charging provisions for loan losses against the Savings
Bank's income.
The general valuation allowance is maintained to cover losses inherent in
the loan portfolio. Management reviews the adequacy of the allowance at least
quarterly based on management's assessment of current economic conditions, past
loss and collection experience, and risk characteristics of the loan portfolio.
Specific valuation allowances are established to absorb losses on loans for
which full collectibility may not be reasonably assured. The amount of the
allowance is based on the estimated value of the collateral securing the loan
and other analyses pertinent to each situation. Generally, a provision for
losses is charged against income monthly to maintain the allowances.
At June 30, 1997, the Savings Bank had a general allowance for loan losses
of $1.5 million and no specific allowance for loan losses. Management believes
that the amount maintained in the allowances will be adequate to absorb losses
inherent in the portfolio. Although management believes that it uses the best
information available to make such determinations, future adjustments to the
allowance for loan losses may be necessary and results of operations could be
significantly and adversely affected if circumstances differ substantially from
the assumptions used in making the determinations.
While the Savings Bank believes it has established its existing allowance
for loan losses in accordance with GAAP, there can be no assurance that
regulators, in reviewing the Savings Bank's loan portfolio, will not request the
Savings Bank to increase significantly its allowance for loan losses. In
addition, because future events affecting borrowers and collateral cannot be
predicted with certainty, there can be no assurance that the existing allowance
for loan losses is adequate or that substantial increases will not be necessary
should the quality of any loans deteriorate as a result of the factors discussed
above. Any material increase in the allowance for loan losses may adversely
affect the Savings Bank's financial condition and results of operations.
54
<PAGE>
The following table sets forth an analysis of the Savings Bank's gross
allowance for possible loan losses for the periods indicated.
<TABLE>
<CAPTION>
Nine Months
Ended
Year Ended September 30, June 30,
----------------------------------------------- ---------------------
1992 1993 1994 1995 1996 1996 1997
------- -------- -------- -------- -------- -------- -----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Allowance at beginning of period....... $ 799 $ 972 $ 1,138 $ 1,120 $1,119 $1,119 $1,133
Provision for loan losses.............. 188 175 -- -- 70 45 334
Recoveries:
Consumer loans:
Automobile........................... -- 8 -- -- -- -- --
Other................................ -- -- -- -- -- -- 9
------ ------- ------- ------- ------ ------ ------
Total recoveries.................... -- 8 -- -- -- -- 9
Charge-offs:
Mortgage loans:
One-to four-family................... -- -- -- -- -- 19 19
Home equity and second mortgage...... 15 6 18 -- -- -- --
Other................................ -- 1 -- 1 1 -- --
------ ------- ------- ------- ------ ------ ------
Total charge-offs................... 15 17 18 1 1 19 19
Net charge-offs..................... 15 9 18 1 1 19 10
Transfers........................... -- -- -- -- 55 -- 3
------ ------- ------- ------- ------ ------ ------
Balance at end of period.......... $ 972 $ 1,138 $ 1,120 $ 1,119 $1,133 $1,145 $1,454
====== ======= ======= ======= ====== ====== ======
Allowance for loan losses as a
percentage of total loans (net)
outstanding at the end of the period.. 0.94% 1.07% 0.92% 0.71% 0.64% 0.67% 0.78%
Net charge-offs as a percentage
of average loans outstanding
during the period..................... 0.02% 0.01% 0.02% --% --% 0.01% 0.01%
Allowance for loan losses as
a percentage of nonperforming
loans at end of period................ 67.69% 140.84% 204.75% 107.91% 74.54% 97.90% 18.10%(1)
- ---------------
</TABLE>
(1) This ratio would be 63.22% excluding the loans discussed under " --
Nonperforming Assets and Delinquencies."
55
<PAGE>
The following table sets forth the breakdown of the allowance for loan
losses by loan category at the dates indicated.
<TABLE>
<CAPTION>
At September 30,
------------------------------------------------------------------------------------------------------
1992 1993 1994 1995 1996
---------------- ---------------- ---------------- --------------- ---------------
Percent Percent Percent Percent Percent
of Loans of Loans of Loans of Loans of Loans
in Category in Category in Category in Category in Category
to Total to Total to Total to Total to Total
Amount Loans Amount Loans Amount Loans Amount Loans Amount Loans
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Mortgage loans:
One- to four-family.........$ -- 59.43% $ -- 62.88% $ 333 52.94% $ 278 53.03% $ 261 48.51%
Multi-family................ -- 5.49 -- 2.02 77 3.45 81 6.21 83 6.35
Commercial.................. -- 10.30 -- 9.55 266 8.46 271 8.84 317 13.41
Construction................ -- 18.65 -- 19.72 240 28.79 337 24.23 316 23.83
Land........................ -- 1.91 -- 1.94 158 2.96 98 3.47 102 3.09
Non-mortgage loans...........
Consumer loans............... -- 3.91 -- 3.58 39 3.21 44 4.09 46 4.57
Commercial business loans.... -- 0.31 -- 0.31 7 0.19 10 0.13 8 0.24
Unallocated.................. 972 N/A 1,138 N/A -- N/A -- N/A -- N/A
--- ------ ------- ------ ------- ------ ------- ------- ------ ------
Total allowance
for loan losses........ $972 100.00% $1,138 100.00% $1,120 100.00% $1,119 100.00% $1,133 100.00%
==== ====== ====== ====== ====== ====== ====== ====== ====== ======
<CAPTION>
At
June 30,
1997
-----------------
Percent
of Loans
in Category
to total
Amount Loans
------ -----
(Dollars in thousands)
<S> <C> <C>
Mortgage loans:
One- to four-family......... $ 253 49.83%
Multi-family................ 130 6.18
Commercial.................. 363 14.11
Construction................ 510 20.95
Land........................ 136 3.35
Non-mortgage loans...........
Consumer loans............... 50 5.23
Commercial business loans.... 50 0.35
Unallocated.................. -- N/A
------ ------
Total allowance
for loan losses........ $1,454 100.00%
====== ======
</TABLE>
56
<PAGE>
Investment Activities
Under Washington law, savings banks are permitted to invest in various
types of liquid assets, including U.S. Treasury obligations, securities of
various federal agencies, certain certificates of deposit of insured banks and
savings institutions, banker's acceptances, repurchase agreements, federal
funds, commercial paper, investment grade corporate debt securities and
obligations of States and their political sub-divisions.
As of June 30, 1997, the Savings Bank's investment securities portfolio
consisted entirely of mortgage-backed securities and FHLB-Seattle stock. At
June 30, 1997, the Savings Bank's investment in FHLB-Seattle stock totalled $1.6
million. The market value of the Savings Bank's investment securities portfolio
amounted to $11.2 million, $6.4 million and $5.7 million at September 30, 1995
and 1996 and June 30, 1997, respectively.
The Holding Company and the Savings Bank may invest a portion of the net
proceeds from the Offerings in short term U.S. government and agency
obligations. See "USE OF PROCEEDS."
57
<PAGE>
The following table sets forth the investment securities portfolio and
carrying values at the dates indicated.
<TABLE>
<CAPTION>
At September 30,
---------------------------------------------------------------------------- At June 30,
1994 1995 1996 1997
------------------------ ------------------------ ------------------------ ------------------------
Amortized Percent of Amortized Percent of Amortized Percent of Amortized Percent of
Cost(1) Total Cost(1) Total Cost(1) Total Cost(1) Total
--------- ---------- --------- ---------- --------- ---------- --------- ----------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Held to Maturity (at
amortized cost):
Debt Securities:
U.S. Treasury obligations $ 6,998 40.38% $ 2,504 22.15% $ -- --% $ -- --%
U.S. Government agency
obligations............. 1,000 5.77 1,000 8.84 -- -- -- --
Mortgage-backed securities. 7,402 42.71 6,352 56.19 4,951 75.91 4,172 72.85
Investment certificates of
deposit................... 599 3.46 -- -- -- -- -- --
------- ------ ------- ------ ------ ------ ------ ------
Total held to maturity
securities................ 15,999 92.32 9,856 87.18 4,951 75.91 4,172 72.85
Available for Sale (at
market value):
Mortgage-backed securities. -- -- -- -- -- -- -- --
FHLB stock................. 1,280 7.39% 1,363 12.06% 1,470 22.54% 1,555 27.15%
Other...................... 50 0.29 86 0.76 102 1.55 -- --
------- ------ ------- ------ ------ ------ ------ ------
Total available for sale
securities.............. 1,330 7.68 1,449 12.82 1,572 24.09 1,555 27.15
------- ------ ------- ------ ------ ------ ------ ------
Total portfolio............ $17,329 100.00% $11,305 100.00% $6,522 100.00% $5,727 100.00%
======= ====== ======= ====== ====== ====== ====== ======
</TABLE>
- ------------------
(1) The market value of the Savings Bank's investment portfolio amounted to
$5.7 million as of June 30, 1997, $6.4 million as of September 30, 1996,
$11.2 million as of September 30, 1995 and $16.9 million as of September
30, 1994. At June 30, 1997, the market values of the principal components
of the Savings Bank's investment portfolio were: $4.1 million in mortgage-
backed securities and $1.2 million in FHLB stock.
58
<PAGE>
The following table sets forth the maturities and weighted average yields
of the debt and mortgage-backed securities in the Savings Bank's investment
securities portfolio at June 30, 1997.
<TABLE>
<CAPTION>
Less Than One to Five to Over Ten
One Year Five Years Ten Years Years
----------------- -------------- --------------- ---------------
Amount Yield Amount Yield Amount Yield Amount Yield
--------- ------ ------ ------ ------- ------ ------- ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Held to Maturity:
Mortgage-backed securities........... $ -- --% $997 5.95% $ -- --% $3,175 6.50%
--------- ------ ------- -------
Total held to maturity securities.... $ -- -- 997 5.95 $ -- -- 3,175 6.50
========= ====== ======= =======
Available for Sale:
FHLB Stock........................... 1,555 7.50 -- -- -- -- -- --
Other................................ -- -- -- -- -- -- -- --
--------- ------ ------- -------
Total available for sale securities.. 1,555 7.50 -- -- -- -- -- --
--------- ------ ------- -------
Total portfolio...................... $1,555 7.50 $997 5.95 $ -- -- $3,175 6.50
========= ====== ======= =======
</TABLE>
59
<PAGE>
Deposit Activities and Other Sources of Funds
General. Deposits and loan repayments are the major sources of the Savings
Bank's funds for lending and other investment purposes. Scheduled loan
repayments are a relatively stable source of funds, while deposit inflows and
outflows and loan prepayments are influenced significantly by general interest
rates and money market conditions. Borrowings through the FHLB-Seattle may be
used to compensate for reductions in the availability of funds from other
sources. Presently, the Savings Bank has no other borrowing arrangements.
Deposit Accounts. Substantially all of the Savings Bank's depositors are
residents of Washington. Deposits are attracted from within the Savings Bank's
market area through the offering of a broad selection of deposit instruments,
including money market deposit accounts, regular savings accounts and
certificates of deposit. Deposit account terms vary, according to the minimum
balance required, the time periods the funds must remain on deposit and the
interest rate, among other factors. In determining the terms of its deposit
accounts, the Savings Bank considers current market interest rates,
profitability to the Savings Bank, matching deposit and loan products and its
customer preferences and concerns. In recent periods, the Savings Bank has used
deposit interest rate promotions in connection with the opening of new branch
offices. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS."
The Savings Bank has recently adopted a strategy to extend the term of its
liabilities in the form of longer term certificate accounts and maintain
adequate liquidity levels to address its interest rate risk exposure. The
implementation of such strategy, however, is not reflected in the Savings Bank's
recent financial data as most of its liabilities are still in the form of short
term certificate accounts. See "RISK FACTORS -- Potential Adverse Impact of
Changes in Interest Rates."
At June 30, 1997 the Savings Bank had $22.8 million of jumbo certificates
of deposit, which includes $8.0 million in public unit funds.. The Savings Bank
does not solicit brokered deposits and believes that its jumbo certificates of
deposit, which represented 13.6% of total deposits at June 30, 1997, present
similar interest rate risk to its other deposit products.
In the unlikely event the Savings Bank is liquidated after the Conversion,
depositors will be entitled to full payment of their deposit accounts prior to
any payment being made to the Holding Company, as the sole stockholder of the
Savings Bank. See "THE CONVERSION -- Effects of Conversion to Stock Form on
Depositors and Borrowers of the Savings Bank -- Liquidation Rights."
60
<PAGE>
The following table sets forth information concerning the Savings Bank's time
deposits and other interest-bearing deposits at June 30, 1997.
<TABLE>
<CAPTION>
Weighted
Average Percentage
Interest Minimum of Total
Rate Term Category Amount Balance Deposits
---- ---- -------- ------ ------- --------
(In thousands)
<S> <C> <C> <C> <C> <C>
--% Non-Interest Bearing $ 4,601 2.75%
2.50 NOW Checking 17,515 10.48
2.98 Passbook Savings 25,130 15.04
3.92 Money Market Accounts 13,667 8.18
Certificates of Deposit(1)
--------------------------
5.65 Maturing within 1 year 77,096 46.13
5.95 Maturing after 1 year but within 2 years 19,100 11.43
6.24 Maturing after 2 years but within 5 years 7,393 4.42
6.53 Maturing after 5 years 418 0.25
-------- ----------
104,007 62.23
-------- ----------
Other Deposits 2,220 1.32
-------- ----------
4.61 TOTAL $167,140 100.00%
======== ==========
</TABLE>
- ------------------
(1) Based on remaining maturity of certificates.
The following table indicates the amount of the Savings Bank's jumbo
certificates of deposit by time remaining until maturity as of June 30, 1997.
Jumbo certificates of deposit have principal balances of $100,000 or more and
the rates paid on such accounts are generally negotiable.
<TABLE>
<CAPTION>
Maturity Period Amount
- --------------- --------------
(In thousands)
<S> <C>
Three months or less............ $10,547
Over three through six months... 2,392
Over six through twelve months.. 5,913
Over twelve months.............. 3,937
-------
Total....................... $22,789
=======
</TABLE>
61
<PAGE>
Deposit Flow
The following table sets forth the balances of savings deposits in the
various types of savings accounts offered by the Savings Bank at the dates
indicated.
<TABLE>
<CAPTION>
At September 30,
----------------------------------------------------------------------------------
1994 1995 1996
------------------ ------------------------------ ------------------------------
Percent Percent Percent
of of Increase of Increase
Amount Total Amount Total (Decrease) Amount Total (Decrease)
-------- -------- -------- -------- ---------- -------- -------- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Non-interest-bearing....... $ 2,408 1.87% $ 3,116 2.18% $ 708 $ 3,571 2.28% $ 455
NOW checking............... 17,391 13.52 17,525 12.25 134 18,003 11.50 478
Passbook savings accounts.. 30,319 23.56 25,553 17.86 (4,766) 25,400 16.22 (153)
Money market deposit....... 11,948 9.29 12,734 8.90 786 13,364 8.54 630
Certificates of deposit
which mature in the year
ending:
Within 1 year.............. 43,087 33.49 52,658 36.80 9,571 64,202 41.01 11,544
After 1 year, but within 2
years..................... 13,959 10.85 19,434 13.58 5,475 18,737 11.97 (697)
After 2 years, but within
5 years................... 5,962 4.63 8,911 6.23 2,949 9,814 6.27 903
Certificates maturing
thereafter................ 951 0.74 844 0.59 (107) 579 0.37 (265)
Other...................... 2,644 2.05 2,309 1.61 (335) 2,879 1.84 570
-------- ------ -------- ------ ------- -------- ------ -------
Total................. $128,669 100.00% $143,084 100.00% $14,415 $156,549 100.00% $13,465
======== ====== ======== ====== ======= ======== ====== =======
<CAPTION>
At June 30, 1997
-------------------------------
Percent
of Increase
Amount Total (Decrease)
-------- -------- ----------
(Dollars in thousands)
<S> <C> <C> <C>
Non-interest-bearing....... $ 4,601 2.75% $ 1,030
NOW checking............... 17,515 10.48 (488)
Passbook savings accounts.. 25,130 15.04 (270)
Money market deposit....... 13,667 8.18 303
Certificates of deposit
which mature in the year
ending:
Within 1 year.............. 77,096 46.13 12,894
After 1 year, but within 2
years..................... 19,100 11.43 363
After 2 years, but within
5 years................... 7,393 4.42 (2,421)
Certificates maturing
thereafter................ 418 0.25 (161)
Other...................... 2,220 1.32 (659)
-------- ------ -------
Total................. $167,140 100.00% $10,591
======== ====== =======
</TABLE>
62
<PAGE>
Time Deposits by Rates
The following table sets forth the time deposits in the Savings Bank
classified by rates as of the dates indicated.
<TABLE>
<CAPTION>
At September 30, At
----------------------------------------- June 30,
1994 1995 1996 1997
-------- -------- -------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C>
2.00 - 3.99%..................................... $ 12,641 $ 346 $ 171 $ 158
4.00 - 4.99%..................................... 23,797 3,220 6,802 --
5.00 - 5.99%..................................... 24,003 39,921 53,278 83,766
6.00 - 6.99%..................................... 1,589 31,473 26,914 14,941
7.00% and over................................... 1,929 6,887 6,167 5,142
-------- -------- -------- --------
Total............................................ $ 63,959 $ 81,847 $ 93,332 $104,007
======== ======== ======== ========
</TABLE>
Time Deposits by Maturities
The following table sets forth the amount and maturities of time deposits at
June 30, 1997.
<TABLE>
<CAPTION>
Amount Due
----------------------------------------------------
After
One to Two to
Less Than Two Five After
One Year Years Years Five Years Total
--------- -------- -------- ---------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
2.00 - 3.99%..................................... $ 158 $ -- $ -- $ -- $ 158
4.00 - 4.99%..................................... -- -- -- -- --
5.00 - 5.99%..................................... 65,641 14,228 3,577 320 83,766
6.00 - 6.99%..................................... 10,843 1,902 2,195 1 14,941
7.00% and over................................... 454 2,970 1,621 97 5,142
-------- -------- -------- -------- --------
Total............................................ $ 77,096 $ 19,100 $ 7,393 $ 418 $104,007
======== ======== ======== ======== ========
</TABLE>
Deposit Activities
The following table sets forth the savings activities of the Savings Bank for
the periods indicated.
<TABLE>
<CAPTION>
Nine Months Ended
Year Ended September 30, June 30,
--------------------------------- --------------------
1994 1995 1996 1996 1997
---- ---- ---- ---- ----
(In thousands)
<S> <C> <C> <C> <C> <C>
Beginning balance................................ $125,402 $128,669 $143,084 $143,084 $156,549
Net deposits (withdrawals) before................
interest credited............................... (1,349) 8,719 6,516 7,276 5,026
Interest credited................................ 4,616 5,696 6,949 5,147 5,565
-------- -------- -------- -------- --------
Net increase in deposits......................... 3,267 14,415 13,465 12,423 10,591
-------- -------- -------- -------- --------
Ending balance................................... $128,669 $143,084 $156,549 $155,507 $167,140
======== ======== ======== ======== ========
</TABLE>
63
<PAGE>
Borrowings
Savings deposits are the primary source of funds for the Savings Bank's
lending and investment activities and for general business purposes. The
Savings Bank has the ability to use advances from the FHLB-Seattle to supplement
its supply of lendable funds and to meet deposit withdrawal requirements. The
FHLB-Seattle functions as a central reserve bank providing credit for savings
and loan associations and certain other member financial institutions. As a
member of the FHLB-Seattle, the Savings Bank is required to own capital stock in
the FHLB-Seattle and is authorized to apply for advances on the security of such
stock and certain of its mortgage loans and other assets (principally securities
which are obligations of, or guaranteed by, the U.S. Government) provided
certain creditworthiness standards have been met. Advances are made pursuant to
several different credit programs. Each credit program has its own interest
rate and range of maturities. Depending on the program, limitations on the
amount of advances are based on the financial condition of the member
institution and the adequacy of collateral pledged to secure the credit. At
June 30, 1997, the Savings Bank maintained an uncommitted credit facility with
the FHLB-Seattle that provided for immediately available advances up to an
aggregate amount of $41.2 million, under which $13.8 million was outstanding.
The following table sets forth certain information regarding short-term
borrowings by the Savings Bank at the end of and during the periods indicated
using monthly average balance:
<TABLE>
<CAPTION>
At or For the
Nine Months
At or For the Ended
Year Ended September 30, June 30,
------------------------------ ------------------
1994 1995 1996 1996 1997
---- ---- ---- ---- ----
(In thousands)
<S> <C> <C> <C> <C> <C>
Maximum amount of
short-term FHLB
advances at any month end... $3,200 $12,500 $13,000 $13,000 $16,500
Approximate average
short-term FHLB
advances outstanding........ 267 8,992 9,500 9,444 5,333
Approximate weighted
average rate paid on
short-term FHLB advances.... 5.41% 6.16% 5.57% 5.64% 5.48%
Total short-term FHLB
advances at end of
period...................... 3,200 12,500 12,000 7,000 2,000
</TABLE>
Competition
The Savings Bank operates in an intensely competitive market for the
attraction of savings deposits (its primary source of lendable funds) and in the
origination of loans. Historically, its most direct competition for savings
deposits has come from large commercial banks, thrift institutions and credit
unions in its primary market area. Particularly in times of high interest
rates, the Savings Bank has faced additional significant competition for
investors' funds from short-term money market securities and other corporate and
government securities. The Savings Bank's competition for loans comes
principally from mortgage bankers, commercial banks and other thrift
institutions. Such competition for deposits and the origination of loans may
limit the Savings Bank's future growth and earnings prospects.
64
<PAGE>
Subsidiary Activities
The Savings Bank has one wholly-owned subsidiary, Timberland Service
Corporation ("Timberland Service") whose primary function is to act as the
Savings Bank's escrow department. Additionally, Timberland Service's employees
sell annuities through the Savings Bank.
Properties
The Savings Bank operates eight full-service facilities. The Savings Bank
owns its all of its offices except for the Port Orchard Loan Center, which is
leased. The lease expires in July 1998.
The following table sets forth certain information regarding the Savings
Bank's offices at June 30, 1997, all of which are owned except for the loan
center, which is leased.
<TABLE>
<CAPTION>
Approximate
Location Year Opened Square Footage Deposits
- -------- ----------- -------------- --------
(In thousands)
<S> <C> <C> <C>
Main Office:
624 Simpson Avenue 1966 7,700 $55,986
Hoquiam, Washington 98550
Branch Offices:
300 N. Boone Street 1974 3,400 22,986
Aberdeen, Washington 98520
314 Main South 1975 2,800 23,251
Montesano, Washington 98563
361 Damon Road 1977 2,100 19,231
Ocean Shores, Washington 98569
2418 Meridian East 1980 2,400 31,895
Edgewood, Washington 98371
12814 Meridian East (South Hill) 1996 4,200 4,485
Puyallup, Washington 98373
202 Auburn Way South 1994 4,200 8,545
Auburn, Washington 98002
1201 Marvin Road, N.E. 1997 4,400 761
Lacey, Washington 98516
Loan Center:
Port Orchard Loan Center 1995 444 N/A
700 Prospect Street, Suite #102
Port Orchard, Washington 98366
</TABLE>
65
<PAGE>
<TABLE>
<CAPTION>
Approximate
Location Year Opened Square Footage Deposits
- -------- ----------- -------------- --------
<S> <C> <C> <C>
Data Center:
422 6th Street 1990 2,700 N/A
Hoquiam, Washington 98550
</TABLE>
The Savings Bank also operates 10 proprietary ATMs that are part of a
nationwide cash exchange network.
Personnel
As of June 30, 1997, the Savings Bank had 77 full-time employees and 17
part-time employees. The employees are not represented by a collective
bargaining unit and the Savings Bank believes its relationship with its
employees is good.
Legal Proceedings
Periodically, there have been various claims and lawsuits involving the
Savings Bank, such as claims to enforce liens, condemnation proceedings on
properties in which the Savings Bank holds security interests, claims involving
the making and servicing of real property loans and other issues incident to the
Savings Bank's business. The Savings Bank is not a party to any pending legal
proceedings that it believes would have a material adverse effect on the
financial condition or operations of the Savings Bank.
MANAGEMENT OF THE HOLDING COMPANY
Directors shall be elected by the stockholders of the Holding Company for
staggered three-year terms, or until their successors are elected and qualified.
The Holding Company's Board of Directors consists of nine persons divided into
three classes, each of which contains one third of the Board. One class,
consisting of Messrs. Richard R. Morris, Jon C. Parker and James C. Mason, has a
term of office expiring at the first annual meeting of stockholders; a second
class, consisting of Messrs. Clarence E. Hamre, Robert Backstrom and Ms. Andrea
Clinton, has a term of office expiring at the second annual meeting of
stockholders; and a third class, consisting of Messrs. Michael R. Sand, Alan E.
Smith and Peter J. Majar, has a term of office expiring at the third annual
meeting of stockholders.
The executive officers of the Holding Company are elected annually and hold
office until their respective successors have been elected and qualified or
until death, resignation or removal by the Board of Directors. The executive
officers of the Holding Company are:
<TABLE>
<CAPTION>
Name Position With Holding Company
---- -----------------------------
<S> <C>
Clarence E. Hamre Chairman of the Board, President and Chief Executive Officer
Michael R. Sand Executive Vice President and Secretary
Paul G. MacLeod Treasurer
</TABLE>
Since the formation of the Holding Company, none of the executive officers,
directors or other personnel has received remuneration from the Holding Company.
Information concerning the principal occupations, employment and compensation of
the directors and officers of the Holding Company during the past five years is
set forth under "MANAGEMENT OF THE SAVINGS BANK -- Biographical Information."
66
<PAGE>
MANAGEMENT OF THE SAVINGS BANK
Directors and Executive Officers
The Board of Directors of the Savings Bank is presently composed of nine
members, who are elected for terms of three years, one third of whom are elected
annually in accordance with the Bylaws of the Savings Bank. The executive
officers of the Savings Bank are elected annually by the Board of Directors and
serve at the Board's discretion. The following table sets forth information
with respect to the Directors and executive officers of the Savings Bank.
<TABLE>
<CAPTION>
Current
Position with Savings Director Term
Name Age (1) Bank Since Expires
- ---- ------- ----------------------- -------- -------
<S> <C> <C> <C> <C>
Clarence E. Hamre 63 Chairman of the Board, 1969 1999
President, Chief Executive
Officer and Director
Michael R. Sand 42 Executive Vice
President, Secretary
and Director 1993 2000
Andrea M. Clinton 40 Director 1996 1999
Robert Backstrom 68 Director 1992 1999
Richard R. Morris, Jr. 59 Director 1992 1998
Alan E. Smith 65 Director 1992 2000
Peter J. Majar 69 Director 1987 2000
Jon C. Parker 48 Director 1992 1998
James C. Mason 42 Director 1993 1998
- ----------------------
</TABLE>
(1) As of June 30, 1997.
Biographical Information
Set forth below is certain information regarding the Directors and
executive officers of the Savings Bank. Unless otherwise stated, each Director
and executive officer has held his or her current occupation for the last five
years. All Directors and executive officers reside in Hoquiam, Washington,
unless otherwise indicated. There are no family relationships among or between
the directors or executive officers.
Clarence E. Hamre has served as the Savings Bank's President and Chief
Executive Officer since 1969. Mr. Hamre is President of the 7th Street Theater
Rehabilitation Group and is a member of the Building Committee of the Saron
Lutheran Church. He also serves on the Board of Directors of the Hoquiam
Development Association and is past Chairman of the Board and a Board member of
the Washington Savings League.
Michael R. Sand is the Savings Bank's Executive Vice President. Mr. Sand is
the President of the Aberdeen Neighborhood Housing Services, the former
President of the Grays Harbor Chamber of Commerce and a member of the Hoquiam
Lion's Club.
Andrea M. Clinton is an interior designer and the owner of AMC Interiors.
Ms. Clinton is a volunteer for the Olympia School District, the Black Hills
Bambino Baseball League and the Christman Forest Auction. She resides in
Olympia, Washington.
Robert Backstrom is retired after serving as owner of Price & Price Real
Estate and Insurance, Montesano, Washington for 31 years. He is a past President
of the Montesano Chamber of Commerce and Montesano Little League. He resides in
Montesano, Washington.
67
<PAGE>
Richard R. Morris, Jr. is the owner of Dick's Food Centers, Inc., a retail
grocery. Mr. Morris serves on the Boards of Directors of the Washington Food
Industry and the Economic Development Council of Gray Harbor County. He is also
a member of the Hoquiam Rotary Club. He resides in Ocean Shores, Washington.
Alan E. Smith is the former owner of Harbor Drug, Inc., a retail pharmacy.
Mr. Smith is past President of the Hoquiam Development Association and the
Hoquiam Retail Trade Board and is a member of the Board of Directors of the
Washington State Pharmaceutical Association.
Peter J. Majar is retired as General Manager of Hoquiam Plywood Co., Inc.,
a plywood manufacturer, President of the Plywood Marketing Association and
President of PMA Transportation Company, Vancouver, Washington. Mr. Majar is a
member of the Aberdeen Lion's Club and is involved in various church, fraternal
and mission activities. He was a long time member of the Board of Directors of
Goodwill Industries when it was located in Grays Harbor, Washington. He resides
in Aberdeen, Washington.
Jon C. Parker is a member of the law firm of Parker, Johnson & Parker P.S.,
Hoquiam, Washington. Parker, Johnson & Parker P.S. serves as general counsel to
the Savings Bank. Mr. Parker was admitted to practice in 1974 and is a member in
good standing of the American, Washington State and Grays Harbor Bar
Associations. Mr. Parker is also involved in charitable and civic organizations
in Hoquiam and Grays Harbor County, Washington.
James C. Mason is the President and owner of Mason Timber Co. Mr. Mason is
past President of the Aberdeen YMCA and serves as a member of the Aberdeen
School Board, the Grays Harbor Community Hospital Foundation Board, the Bishop
Foundation Board, and the Aberdeen Rotary Club. He resides in Aberdeen,
Washington.
Meetings and Committees of the Board of Directors
The business of the Savings Bank is conducted through meetings and
activities of the Board of Directors and its committees. During the fiscal year
ended September 30, 1996, the Board of Directors held 24 meetings. No director
attended fewer than 75% of the total meetings of the Board of Directors and of
committees on which such director served.
The Audit Committee, consisting of Directors Backstrom, Majar, Smith, Hamre
and Sand, is responsible for meeting with the Savings Bank's internal and
external auditors to discuss the results of the annual audit and any related
matters. The Audit Committee is also responsible for the Savings Bank's employee
compliance issues. The Board also receives and reviews the reports and findings
and other information presented to them by the Savings Bank's outside auditor.
The Audit Committee meets as needed and met once during the nine months ended
June 30, 1997.
The Loan Committee, consisting of all of the Directors, meets bi-monthly
and is responsible for reviewing and approving the Savings Bank's loans. The
Loan Committee met 18 times during the nine months ended June 30, 1997.
The Salary Committee, consisting of Directors Mason and Morris, makes
recommendations to the full Board of Directors concerning employee compensation.
The Salary Committee meets as needed and met once during the nine months ended
June 30, 1997.
The Nominating Committee, consisting of Directors Majar, Parker and Morris,
meets as needed and is responsible for selecting qualified individuals to fill
openings on the Board of Directors. The Nominating Committee met once during the
nine months ended June 30, 1997.
The Savings Bank also maintains standing Community Reinvestment Act ("CRA")
and Budget Committees.
68
<PAGE>
Directors' Compensation
Board Fees. Except for the Messrs. Hamre and Sand, Directors are paid $500
per month and $250 for each regular Board meeting that they attend. Directors
also receive $200 for each special Board meeting or committee meeting that they
attend. Director fees totalled $59,985 for the year ended September 30, 1996. It
is currently anticipated that, after completion of the Conversion, directors'
fees will be paid by the Holding Company and no separate fees will be paid for
service on the Board of Directors of the Savings Bank.
Deferred Compensation Plan. The Savings Bank maintains a deferred
compensation plan for the benefit of directors who may elect to defer receipt of
all or a portion of their fees until retirement or termination of service. At
the director's election, benefits are distributed in a lump sum or installment
payments. At June 30, 1997, none of the Savings Bank's directors had elected to
participate in the plan.
Executive Compensation
Summary Compensation Table. The following information is furnished for Mr.
Hamre. No other executive officer of Savings Bank received salaries and bonuses
in excess of $100,000 during the year ended September 30, 1996.
<TABLE>
<CAPTION>
Annual Compensation
-----------------------------------------
Name and Other Annual All Other
Position Year Salary Bonus Compensation(1) Compensation(2)
- -------- ---- -------- -------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Clarence E. Hamre 1996 $146,588 $29,997 -- $59,148
President and Chief
Executive Officer
- ---------------------------------
</TABLE>
(1) Includes perquisites and other personal benefits, unless the aggregate
amount of such compensation is the lesser of either $50,000 or 10% or total
annual salary and bonus.
(2) Includes amounts paid in connection with (i) any contract or arrangement
with the Savings Bank, (ii) dollar value of amounts earned on long-term
incentive plans; (iii) contributions made by the Savings Bank on behalf of
the officer to vested and unvested defined contribution plans;
Deferred Compensation Agreement. The Savings Bank has entered into a
deferred compensation agreement with Mr. Hamre which provides that, commencing
upon his retirement at or after age 65, Mr. Hamre will receive $2,000 per month
for life. The monthly benefit is reduced to $1,600 per month in the event of Mr.
Hamre's retirement prior to age 65. At Mr. Hamre's death, the monthly benefit
would be payable to his surviving spouse until the earlier to occur of her death
or 60 months. At June 30, 1997, the Savings Bank had accrued $166,000 in
compensation expense with respect to its obligation to Mr. Hamre under the
agreement.
Benefits
General. The Savings Bank currently pays 100% of the premiums for medical,
life and disability insurance benefits for full-time employees, subject to
certain deductibles.
Employee Severance Compensation Plan. In connection with the Conversion,
the Board of Directors of the Savings Bank intends to adopt an Employee
Severance Compensation Plan (the "Severance Plan") to provide benefits to
eligible employees in the event of a change in control of the Holding Company or
the Savings Bank (as defined in the Severance Plan). In general, all employees
with two or more years of service will be eligible to participate in the
Severance Plan. Under the Severance Plan, in the event of a change in control of
the Holding Company or the Savings Bank, eligible employees who are terminated
or who terminate employment (but only upon the occurrence of events specified in
the Severance Plan) within 12 months of the effective date of a change in
69
<PAGE>
control will be entitled to a payment based on years of service with the Savings
Bank. The maximum payment for any eligible employee would be equal to 24 months
of their current compensation. Assuming that a change in control had occurred at
June 30, 1997 and the termination of all eligible employees, the maximum
aggregate payment due under the Severance Plan would have been approximately
$3.3 million.
Profit Sharing Plan. The Savings Bank maintains a tax-qualified profit
sharing plan (the "Plan") for the benefit of employees with one year of service
who have attained age 21. Eligible employees who are employed on the last day of
the Plan year must complete at least 501 hours of service during the Plan year
in order to share in the Savings Bank's annual discretionary contribution.
Employees who terminate employment during the Plan year must complete at least
501 hours of service in order to share in the annual contribution. The Savings
Bank's annual contribution is 10% of their individual compensation. For this
purpose, "compensation" includes a participant's wages, salary, overtime, bonus,
and commissions. However, under the Code only the first $160,000 (indexed) of
compensation is taken into account in determining the contribution on behalf of
each participant. The Savings Bank's contributions vest over a six-year period
with 10 percent vested upon the completion of each of the first two years of
service and an additional 20 percent vested for each additional year of service.
A participant is fully vested at retirement, upon death or disability, or upon
termination of the Plan. Distributions under the Plan are available, at the
participant's option, in a lump sum or in annual installments over a period not
exceeding the joint life expectancy of the participant and his or her designated
beneficiary.
Generally, the investment of Plan assets is directed by plan participants.
In connection with the Conversion, the investment options available to
participants will be expanded to include the opportunity to direct the
investment of their Plan account balance to purchase shares of the Common Stock.
A participant in the Plan who elects to purchase Common Stock in the Conversion
through the Plan will receive the same subscription priority and be subject to
the same individual purchase limitations as if the participant had elected to
make such a purchase using other funds. See "THE CONVERSION -- Limitations on
Purchases of Shares."
During the year ended September 30, 1996, the Savings Bank contributed
approximately $178,000 to the Plan.
Profit Sharing Bonus Plan. The Savings Bank maintains a discretionary bonus
plan which is based on the Savings Bank's net income for each fiscal year. Under
the Plan, Mr. Hamre receives 1% of the Savings Bank's net income and the
remaining employees of the Savings Bank receive a total of 2.84% of net income,
divided up based upon each employee's salary to total employees' salaries.
During the year ended September 30, 1996, Mr. Hamre received $30,000 under the
Plan.
Employee Stock Ownership Plan. The Board of Directors has authorized the
adoption by the Savings Bank of an ESOP for employees of the Savings Bank to
become effective upon the completion of the Conversion. The ESOP is intended to
satisfy the requirements for an employee stock ownership plan under the Code and
the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
Employees of the Holding Company and the Savings Bank who have been credited
with at least six months of service will be eligible to participate in the ESOP.
In order to fund the purchase of up to 8% of the Common Stock to be issued
in the Conversion, it is anticipated that the ESOP will borrow funds from the
Holding Company. Such loan will equal 100% of the aggregate purchase price of
the Common Stock. The loan to the ESOP will be repaid principally from the
Savings Bank's contributions to the ESOP and dividends payable on Common Stock
held by the ESOP over the anticipated 10 year term of the loan. The interest
rate for the ESOP loan is expected to be the prime rate as published in The Wall
Street Journal on the closing date of the Conversion. See "PRO FORMA DATA." To
the extent that the ESOP is unable to acquire 8% of the Common Stock issued in
the Conversion, it is anticipated that such additional shares will be acquired
following the Conversion through open market purchases.
70
<PAGE>
In any plan year, the Savings Bank may make additional discretionary
contributions to the ESOP for the benefit of plan participants in either cash or
shares of Common Stock, which may be acquired through the purchase of
outstanding shares in the market or from individual stockholders or which
constitute authorized but unissued shares or shares held in treasury by the
Holding Company. The timing, amount, and manner of such discretionary
contributions will be affected by several factors, including applicable
regulatory policies, the requirements of applicable laws and regulations, and
market conditions.
Shares purchased by the ESOP with the proceeds of the loan will be held in
a suspense account and released on a pro rata basis as the loan is repaid.
Discretionary contributions to the ESOP and shares released from the suspense
account will be allocated among participants on the basis of each participant's
proportional share of total compensation. Forfeitures will be reallocated among
the remaining plan participants.
Participants will vest in their accrued benefits under the ESOP at the rate
of 20% per year, beginning upon the completion of two years of participation. A
participant is fully vested at retirement, in the event of disability or upon
termination of the ESOP. Benefits are distributable upon a participant's
retirement, early retirement, death, disability, or termination of employment.
The Savings Bank's contributions to the ESOP are not fixed, so benefits payable
under the ESOP cannot be estimated.
It is anticipated that Messrs. ___________ and ______________ of the
Savings Bank will be appointed by the Board of Directors of the Savings Bank to
serve as trustees of the ESOP. Under the ESOP, the trustees must vote all
allocated shares held in the ESOP in accordance with the instructions of plan
participants and unallocated shares and allocated shares for which no
instructions are received must be voted in the same ratio on any matter as those
shares for which instructions are given.
Pursuant to SOP 93-6, compensation expense for a leveraged ESOP is recorded
at the fair market value of the ESOP shares when committed to be released to
participants' accounts. See "PRO FORMA DATA" and "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- Results of
Operations -- Comparison of Operating Results for the Nine Months Ended June 30,
1996 and 1997."
If the ESOP purchases newly issued shares from the Holding Company, total
stockholders' equity would neither increase nor decrease. However, on a per
share basis, stockholders' equity and per share net earnings would decrease
because of the increase in the number of outstanding shares. See "RISK FACTORS
- -- Possible Dilutive Effect of Benefit Programs."
The ESOP will be subject to the requirements of ERISA and the regulations
of the IRS and the Department of Labor issued thereunder. The Savings Bank
intends to request a determination letter from the IRS regarding the tax-
qualified status of the ESOP. Although no assurance can be given that a
favorable determination letter will be issued, the Savings Bank expects that a
favorable determination letter will be received by the ESOP.
1997 Stock Option Plan. The Board of Directors of the Holding Company
intends to adopt the Stock Option Plan and to submit the Stock Option Plan to
the stockholders for approval at a meeting held no earlier than six months
following consummation of the Conversion. The approval of a majority vote of
the Holding Company's outstanding shares is required prior to the implementation
of the Stock Option Plan within one year of the consummation of the Conversion.
The Stock Option Plan will comply with all applicable regulatory requirements.
The Stock Option Plan will be designed to attract and retain qualified
management personnel and nonemployee directors, to provide such officers, key
employees and nonemployee directors with a proprietary interest in the Holding
Company as an incentive to contribute to the success of the Holding Company and
the Savings Bank, and to reward officers and key employees for outstanding
performance. The Stock Option Plan will provide for the grant of incentive
stock options ("ISOs") intended to comply with the requirements of Section 422
of the Code and for nonqualified stock options ("NQOs"). Upon receipt of
stockholder approval of the Stock Option Plan, stock
71
<PAGE>
options may be granted to key employees of the Holding Company and its
subsidiaries, including the Savings Bank. Unless sooner terminated, the Stock
Option Plan will continue in effect for a period of ten years from the date the
Stock Option Plan is approved by stockholders.
A number of authorized shares of Common Stock equal to 10% of the number of
shares of Common Stock issued in connection with the Conversion will be reserved
for future issuance under the Stock Option Plan (575,000 shares based on the
issuance of 5,750,000 shares at the maximum of the Estimated Valuation Range).
Shares acquired upon exercise of options will be authorized but unissued shares
or treasury shares. In the event of a stock split, reverse stock split, stock
dividend, or similar event, the number of shares of Common Stock under the Stock
Option Plan, the number of shares to which any award relates and the exercise
price per share under any option may be adjusted by the Board to reflect the
increase or decrease in the total number of shares of Common Stock outstanding.
The Stock Option Plan will be administered and interpreted by the Board of
Directors. The Board will determine which nonemployee directors, officers and
key employees will be granted options, whether, in the case of officers and
employees, such options will be ISOs or NQOs, the number of shares subject to
each option, and the exercisability of such options. All options granted to
nonemployee directors will be NQOs. The per share exercise price of all options
will equal at least 100% of the fair market value of a share of Common Stock on
the date the option is granted.
Under current regulations, if the Stock Option Plan is implemented within
one year of the consummation of the Conversion, (i) no officer or employees
could receive an award of options covering in excess of 25%, (ii) no nonemployee
director could receive in excess of 5% and (iii) nonemployee directors, as a
group, could not receive in excess of 30% of the number of shares reserved for
issuance under the Stock Option Plan.
It is anticipated that all options granted under the Stock Option Plan will
be granted subject to a vesting schedule whereby the options become exercisable
over a specified period following the date of grant. Under current regulations,
if the Stock Option plan is implemented within the first year following
consummation of the Conversion the minimum vesting period will be five years.
All unvested options will be immediately exercisable in the event of the
recipient's death or disability. Unvested options also will be exercisable
following a change in control (as defined in the Stock Option Plan) of the
Holding Company or the Savings Bank to the extent authorized or not prohibited
by applicable law or regulations. Regulations currently provide that if the
Stock Option Plan is implemented prior to the first anniversary of the
Conversion, vesting may not be accelerated upon a change in control of the
Holding Company or the Savings Bank.
Each stock option that is awarded to an officer or key employee will remain
exercisable at any time on or after the date it vests through the earlier to
occur of the tenth anniversary of the date of grant or three months after the
date on which the optionee terminates employment (one year in the event of the
optionee's termination by reason of death or disability), unless such period is
extended by the Committee. Each stock option that is awarded to a nonemployee
director will remain exercisable through the earlier to occur of the tenth
anniversary of the date of grant or one year (two years in the event of a
nonemployee director's death or disability) following the termination of a
nonemployee director's service on the Board. All stock options are
nontransferable except by will or the laws of descent or distribution.
Under current provisions of the Code, the federal tax treatment of ISOs and
NQOs is different. With respect to ISOs, an optionee who satisfies certain
holding period requirements will not recognize income at the time the option is
granted or at the time the option is exercised. If the holding period
requirements are satisfied, the optionee will generally recognize capital gain
or loss upon a subsequent disposition of the shares of Common Stock received
upon the exercise of a stock option. If the holding period requirements are not
satisfied, the difference between the fair market value of the Common Stock on
the date of grant and the option exercise price, if any, will be taxable to the
optionee at ordinary income tax rates. A federal income tax deduction generally
will not be available to the Holding Company as a result of the grant or
exercise of an ISO, unless the optionee fails to satisfy the holding period
72
<PAGE>
requirements. With respect to NQOs, the grant of an NQO generally is not a
taxable event for the optionee and no tax deduction will be available to the
Holding Company. However, upon the exercise of an NQO, the difference between
the fair market value of the Common Stock on the date of exercise and the option
exercise price generally will be treated as compensation to the optionee upon
exercise, and the Holding Company will be entitled to a compensation expense
deduction in the amount of income realized by the optionee.
Although no specific award determinations have been made at this time, the
Holding Company and the Savings Bank anticipate that if stockholder approval is
obtained it would provide awards to its directors, officers and employees to the
extent and under terms and conditions permitted by applicable regulations. The
size of individual awards will be determined prior to submitting the Stock
Option Plan for stockholder approval, and disclosure of anticipated awards will
be included in the proxy materials for such meeting.
Management Recognition Plan. Following the Conversion, the Board of
Directors of the Holding Company intends to adopt an MRP for officers,
employees, and nonemployee directors of the Holding Company and the Savings
Bank, subject to shareholder approval. The MRP will enable the Holding Company
and the Savings Bank to provide participants with a proprietary interest in the
Holding Company as an incentive to contribute to the success of the Holding
Company and the Savings Bank. The MRP will comply with all applicable regulatory
requirements. Under current regulations, the approval of a majority vote of the
Holding Company's outstanding shares is required prior to the implementation of
the MRP within one year of the consummation of the Conversion.
The MRP expects to acquire a number of shares of Common Stock equal to 4%
of the Common Stock issued in connection with the Conversion (230,000 shares
based on the issuance of 5,750,000 shares in the Conversion at the maximum of
the Estimated Valuation Range). Such shares will be acquired on the open
market, if available, with funds contributed by the Holding Company or the
Savings Bank to a trust which the Holding Company may establish in conjunction
with the MRP ("MRP Trust") or from authorized but unissued shares or treasury
shares of the Holding Company.
The Board of Directors of the Holding Company will administer the MRP,
members of which will also serve as trustees of the MRP Trust, if formed. The
trustees will be responsible for the investment of all funds contributed by the
Holding Company or the Savings Bank to the MRP Trust. The Board of Directors of
the Holding Company may terminate the MRP at any time and, upon termination, all
unallocated shares of Common Stock will revert to the Holding Company.
Shares of Common Stock granted pursuant to the MRP will be in the form of
restricted stock payable ratably over a specified vesting period following the
date of grant. During the period of restriction, all shares will be held in
escrow by the Holding Company or by the MRP Trust. Under current regulations,
if the MRP is implemented within the first year following consummation of the
Conversion, the minimum vesting period will be five years. All unvested MRP
awards will vest in the event of the recipient's death or disability. Unvested
MRP awards will also vest following a change in control (as defined in the MRP)
of the Holding Company or the Savings Bank to the extent authorized or not
prohibited by applicable law or regulations. Regulations currently provide
that, if the MRP is implemented prior to the first anniversary of the
Conversion, vesting may not be accelerated upon a change in control of the
Holding Company or the Savings Bank.
A recipient of an MRP award in the form of restricted stock generally will
not recognize income upon an award of shares of Common Stock, and the Holding
Company will not be entitled to a federal income tax deduction, until the
termination of the restrictions. Upon such termination, the recipient will
recognize ordinary income in an amount equal to the fair market value of the
Common Stock at the time and the Holding Company will be entitled to a deduction
in the same amount after satisfying federal income tax withholding requirements.
However, the recipient may elect to recognize ordinary income in the year the
restricted stock is granted in an amount equal to the fair market value of the
shares at that time, determined without regard to the restrictions. In that
event, the Holding Company will be entitled to a deduction in such year and in
the same amount. Any gain or loss recognized by the recipient upon subsequent
disposition of the stock will be either a capital gain or capital loss.
73
<PAGE>
Although no specific award determinations have been made at this time, the
Holding Company and the Savings Bank anticipate that if stockholder approval is
obtained it would provide awards to its directors, officers and employees to the
extent and under terms and conditions permitted by applicable regulations.
Under current regulations, if the MRP is implemented within one year of the
consummation of the Conversion, (i) no officer or employees could receive an
award covering in excess of 25%, (ii) no nonemployee director could receive in
excess of 5% and (iii) nonemployee directors, as a group, could not receive in
excess of 30% of the number of shares reserved for issuance under the MRP. The
size of individual awards will be determined prior to submitting the MRP for
stockholder approval, and disclosure of anticipated awards will be included in
the proxy materials for such meeting.
Transactions with the Savings Bank
Federal regulations require that all loans or extensions of credit to
executive officers and directors must generally be made on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons (unless the loan or
extension of credit is made under a benefit program generally available to all
other employees and does not give preference to any insider over any other
employee) and must not involve more than the normal risk of repayment or present
other unfavorable features. The Savings Bank's policy is not to make any new
loans or extensions of credit to the Savings Bank's executive officers and
directors at different rates or terms than those offered to the general public.
In addition, loans made to a director or executive officer in an amount that,
when aggregated with the amount of all other loans to such person and his
related interests, are in excess of the greater of $25,000 or 5% of the Savings
Bank's capital and surplus (up to a maximum of $500,000) must be approved in
advance by a majority of the disinterested members of the Board of Directors.
See "REGULATION -- Federal Regulation of Savings Banks -- Transactions with
Affiliates." The aggregate amount of loans by the Savings Bank to its executive
officers and directors was $807,000 at June 30, 1997, or approximately 1.1% of
pro forma stockholders' equity (based on the issuance of the maximum of the
Estimated Valuation Range).
Jon C. Parker, a director of the Holding Company and the Savings Bank, is a
member of the law firm of Parker, Johnson & Parker, P.S., Hoquiam, Washington,
which serves as general counsel to the Savings Bank. The Savings Bank pays an
annual retainer of $12,200. During the year ended September 30, 1996, the
Savings Bank paid legal fees of approximately $11,500 to the firm.
REGULATION
The Savings Bank
General. As a state-chartered, federally insured savings bank, the Savings
Bank is subject to extensive regulation. Lending activities and other
investments must comply with various statutory and regulatory requirements,
including prescribed minimum capital standards. The Savings Bank is regularly
examined by the FDIC and the Division and files periodic reports concerning the
Savings Bank's activities and financial condition with its regulators. The
Savings Bank's relationship with depositors and borrowers also is regulated to a
great extent by both federal law and the laws of Washington, especially in such
matters as the ownership of savings accounts and the form and content of
mortgage documents.
Federal and state banking laws and regulations govern all areas of the
operation of the Savings Bank, including reserves, loans, mortgages, capital,
issuance of securities, payment of dividends and establishment of branches.
Federal and state bank regulatory agencies also have the general authority to
limit the dividends paid by insured banks and bank holding companies if such
payments should be deemed to constitute an unsafe and unsound practice. The
respective primary federal regulators of the Holding Company and the Savings
Bank have authority to impose penalties, initiate civil and administrative
actions and take other steps intended to prevent banks from engaging in unsafe
or unsound practices.
74
<PAGE>
State Regulation and Supervision. As a state-chartered savings bank, the
Savings Bank is subject to applicable provisions of Washington law and the
regulations of the Division adopted thereunder. Washington law and regulations
govern the Savings Bank's ability to take deposits and pay interest thereon, to
make loans on or invest in residential and other real estate, to make consumer
loans, to invest in securities, to offer various banking services to its
customers, and to establish branch offices. Under state law, savings banks in
Washington also generally have all of the powers that federal mutual savings
banks have under federal laws and regulations. The Savings Bank is subject to
periodic examination and reporting requirements by and of the Division.
Deposit Insurance. The FDIC insures deposits at the Savings Bank to the
maximum extent permitted by law. The Savings Bank currently pays deposit
insurance premiums to the FDIC based on a risk-based assessment system
established by the FDIC for all SAIF-member institutions. Under applicable
regulations, institutions are assigned to one of three capital groups which are
based solely on the level of an institution's capital --"well capitalized,"
"adequately capitalized," and "undercapitalized" -- which are defined in the
same manner as the regulations establishing the prompt corrective action system
under the Federal Deposit Insurance Act ("FDIA"), as discussed below. The FDIC
is authorized to raise assessment rates in certain circumstances. The Savings
Bank's assessments expensed for the year ended September 30, 1996, equaled $1.2
million (including the FDIC SAIF assessment of $875,000).
Pursuant to the Deposit Insurance Fund ("DIF") Act, which was enacted on
September 30, 1996, the FDIC imposed a special assessment on each depository
institution with SAIF-assessable deposits which resulted in the SAIF achieving
its designated reserve ratio. In connection therewith, the FDIC reduced the
assessment schedule for SAIF members, effective January 1, 1997, to a range of
0% to 0.27%, with most institutions, including the Savings Bank, paying 0%.
This assessment schedule is the same as that for the BIF, which reached its
designated reserve ratio in 1995. In addition, since January 1, 1997, SAIF
members are charged an assessment of 0.065% of SAIF-assessable deposits for the
purpose of paying interest on the obligations issued by the Financing
Corporation ("FICO") in the 1980's to help fund the thrift industry cleanup.
BIF-assessable deposits will be charged an assessment to help pay interest on
the FICO bonds at a rate of approximately .013% until the earlier of December
31, 1999 or the date upon which the last savings association ceases to exist,
after which time the assessment will be the same for all insured deposits.
The DIF Act provides for the merger of the BIF and the SAIF into the
Deposit Insurance Fund on January 1, 1999, but only if no insured depository
institution is a savings association on that date. The DIF Act contemplates the
development of a common charter for all federally chartered depository
institutions and the abolition of separate charters for national banks and
federal savings associations. It is not known what form the common charter may
take and what effect, if any, the adoption of a new charter would have on the
operation of the Savings Bank.
The FDIC may terminate the deposit insurance of any insured depository
institution if it determines after a hearing that the institution has engaged or
is engaging in unsafe or unsound practices, is in an unsafe or unsound condition
to continue operations, or has violated any applicable law, regulation, order or
any condition imposed by an agreement with the FDIC. It also may suspend
deposit insurance temporarily during the hearing process for the permanent
termination of insurance, if the institution has no tangible capital. If
insurance of accounts is terminated, the accounts at the institution at the time
of termination, less subsequent withdrawals, shall continue to be insured for a
period of six months to two years, as determined by the FDIC. Management is
aware of no existing circumstances which could result in termination of the
deposit insurance of the Savings Bank.
Prompt Corrective Action. The FDIA requires each federal banking agency
to implement a system of prompt corrective action for institutions which it
regulates. The federal banking agencies have promulgated substantially similar
regulations to implement this system of prompt corrective action. Under the
regulations, an institution shall be deemed to be: (i) "well capitalized" if it
has a total risk-based capital ratio of 10.0% or more, has a Tier I risk-based
capital ratio of 6.0% or more, has a Tier I leverage capital ratio of 5.0% or
more and is not subject to specified requirements to meet and maintain a
specific capital level for any capital measure; (ii) "adequately capitalized" if
it has a total risk-based capital ratio of 8.0% or more, a Tier I risk-based
75
<PAGE>
capital ratio of 4.0% or more and a Tier I leverage capital ratio of 4.0% or
more (3.0% under certain circumstances) and does not meet the definition of
"well capitalized;" (iii) "undercapitalized" if it has a total risk-based
capital ratio that is less than 8.0%, a Tier I risk-based capital ratio that is
less than 4.0% or a Tier I leverage capital ratio that is less than 4.0% (3.0%
under certain circumstances); (iv) "significantly undercapitalized" if it has a
total risk-based capital ratio that is less than 6.0%, a Tier I risk-based
capital ratio that is less than 3.0% or a Tier I leverage capital ratio that is
less than 3.0%; and (v) "critically undercapitalized" if it has a ratio of
tangible equity to total assets that is equal to or less than 2.0%.
Section 38 of the FDIA and the implementing regulations also provide that a
federal banking agency may, after notice and an opportunity for a hearing,
reclassify a well capitalized institution as adequately capitalized and may
require an adequately capitalized institution or an undercapitalized institution
to comply with supervisory actions as if it were in the next lower category if
the institution is in an unsafe or unsound condition or engaging in an unsafe or
unsound practice. (The FDIC may not, however, reclassify a significantly
undercapitalized institution as critically undercapitalized.)
An institution generally must file a written capital restoration plan which
meets specified requirements, as well as a performance guaranty by each company
that controls the institution, with the appropriate federal banking agency
within 45 days of the date that the institution receives notice or is deemed to
have notice that it is undercapitalized, significantly undercapitalized or
critically undercapitalized. Immediately upon becoming undercapitalized, an
institution shall become subject to the provisions of Section 38 of the FDIA,
which sets forth various mandatory and discretionary restrictions on its
operations.
At June 30, 1997, the Savings Bank was categorized as "well capitalized"
under the prompt corrective action regulations of the FDIC.
Standards for Safety and Soundness. The FDIA requires the federal banking
regulatory agencies to prescribe, by regulation, standards for all insured
depository institutions relating to: (i) internal controls, information systems
and internal audit systems; (ii) loan documentation; (iii) credit underwriting;
(iv) interest rate risk exposure; (v) asset growth; and (vi) compensation, fees
and benefits. The federal banking agencies recently adopted final regulations
and Interagency Guidelines Prescribing Standards for Safety and Soundness
("Guidelines") to implement safety and soundness standards required by the FDIA.
The Guidelines set forth the safety and soundness standards that the federal
banking agencies use to identify and address problems at insured depository
institutions before capital becomes impaired. The agencies also proposed asset
quality and earnings standards which, if adopted in final, would be added to the
Guidelines. Under the final regulations, if the FDIC determines that the
Savings Bank fails to meet any standard prescribed by the Guidelines, the agency
may require the Savings Bank to submit to the agency an acceptable plan to
achieve compliance with the standard, as required by the FDIA. The final
regulations establish deadlines for the submission and review of such safety and
soundness compliance plans.
Capital Requirements. The FDIC's minimum capital standards applicable to
FDIC-regulated banks and savings banks require the most highly-rated
institutions to meet a "Tier 1" leverage capital ratio of at least 3% of total
assets. Tier 1 (or "core capital") consists of common stockholders' equity,
noncumulative perpetual preferred stock and minority interests in consolidated
subsidiaries minus all intangible assets other than limited amounts of purchased
mortgage servicing rights and certain other accounting adjustments. All other
banks must have a Tier 1 leverage ratio of at least 100-200 basis points above
the 3% minimum. The FDIC capital regulations establish a minimum leverage ratio
of not less than 4% for banks that are not the most highly rated or are
anticipating or experiencing significant growth.
The FDIC's capital regulations require higher capital levels for banks
which exhibit more than a moderate degree of risk or exhibit other
characteristics which necessitate that higher than minimum levels of capital be
maintained. Any insured bank with a Tier 1 capital to total assets ratio of
less than 2% is deemed to be operating in an unsafe and unsound condition
pursuant to Section 8(a) of the FDIA unless the insured bank enters into a
written agreement, to which the FDIC is a party, to correct its capital
deficiency. Insured banks operating with Tier 1 capital
76
<PAGE>
levels below 2% (and which have not entered into a written agreement) are
subject to an insurance removal action. Insured banks operating with lower than
the prescribed minimum capital levels generally will not receive approval of
applications submitted to the FDIC. Also, inadequately capitalized state
nonmember banks will be subject to such administrative action as the FDIC deems
necessary.
FDIC regulations also require that banks meet a risk-based capital
standard. The risk-based capital standard requires the maintenance of total
capital (which is defined as Tier 1 capital and Tier 2 or supplementary capital)
to risk weighted assets of 8% and Tier 1 capital to risk-weighted assets of 4%.
In determining the amount of risk-weighted assets, all assets, plus certain off
balance sheet items, are multiplied by a risk-weight of 0% to 100%, based on the
risks the FDIC believes are inherent in the type of asset or item. The
components of Tier 1 capital are equivalent to those discussed above under the
3% leverage requirement. The components of supplementary capital currently
include cumulative perpetual preferred stock, adjustable-rate perpetual
preferred stock, mandatory convertible securities, term subordinated debt,
intermediate-term preferred stock and allowance for possible loan and lease
losses. Allowance for possible loan and lease losses includable in
supplementary capital is limited to a maximum of 1.25% of risk-weighted assets.
Overall, the amount of capital counted toward supplementary capital cannot
exceed 100% of Tier 1 capital. The FDIC includes in its evaluation of a bank's
capital adequacy an assessment of the exposure to declines in the economic value
of the bank's capital due to changes in interest rates. However, no measurement
framework for assessing the level of a bank's interest rate risk exposure has
been codified. In the future, the FDIC will issue a proposed rule that would
establish an explicit minimum capital charge for interest rate risk, based on
the level of a bank's measured interest rate risk exposure.
An undercapitalized, significantly undercapitalized, or critically
undercapitalized institution is required to submit an acceptable capital
restoration plan to its appropriate federal banking agency. The plan must
specify (i) the steps the institution will take to become adequately
capitalized, (ii) the capital levels to be attained each year, (iii) how the
institution will comply with any regulatory sanctions then in effect against the
institution and (iv) the types and levels of activities in which the institution
will engage. The banking agency may not accept a capital restoration plan
unless the agency determines, among other things, that the plan "is based on
realistic assumptions, and is likely to succeed in restoring the institution's
capital" and "would not appreciably increase the risk...to which the institution
is exposed." Under the FDIA, a bank holding company must guarantee that a
subsidiary depository institution meet its capital restoration plan, subject to
certain limitations. The obligation of a controlling bank holding company under
the FDIA to fund a capital restoration plan is limited to the lesser of 5.0% of
an undercapitalized subsidiary's assets and the amount required to meet
regulatory capital requirements.
The FDIA provides that the appropriate federal regulatory agency must
require an insured depository institution that is significantly undercapitalized
or is undercapitalized and either fails to submit an acceptable capital
restoration plan within the time period allowed or fails in any material respect
to implement a capital restoration plan accepted by the appropriate federal
banking agency to take one or more of the following actions: (i) sell enough
shares, including voting shares, to become adequately capitalized; (ii) merge
with (or be sold to) another institution (or holding company), but only if
grounds exist for appointing a conservator or receiver; (iii) restrict certain
transactions with banking affiliates as if the "sister bank" requirements of
Section 23A of the Federal Reserve Act ("FRA") did not exist; (iv) otherwise
restrict transactions with bank or non-bank affiliates; (v) restrict interest
rates that the institution pays on deposits to "prevailing rates" in the
institution's region; (vi) restrict asset growth or reduce total assets; (vii)
alter, reduce or terminate activities; (viii) hold a new election of directors;
(ix) dismiss any director or senior executive officer who held office for more
than 180 days immediately before the institution became undercapitalized; (x)
employ "qualified" senior executive officers; (xi) cease accepting deposits from
correspondent depository institutions; (xii) divest certain non-depository
affiliates which pose a danger to the institution; (xiii) be divested by a
parent holding company; and (xiv) take any other action which the agency
determines would better carry out the purposes of the Prompt Corrective Action
provisions. See "-- Prompt Corrective Action."
The Division requires that net worth equal at least 5% of total assets.
Intangible assets must be deducted from net worth and assets when computing
compliance with this requirement. At June 30, 1997, the Savings Bank had a Tier
1 leverage capital ratio of 11.7% and net worth of 11.6% of total assets. For a
complete description of
77
<PAGE>
the Savings Bank's required and actual capital levels on June 30, 1997, see
"HISTORICAL AND PRO FORMA CAPITAL COMPLIANCE."
The FDIC has adopted the Federal Financial Institutions Examination
Council's recommendation regarding the adoption of SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." Specifically, the agencies
determined that net unrealized holding gains or losses on available for sale
debt and equity securities should not be included when calculating core and
risk-based capital ratios.
FDIC capital requirements are designated as the minimum acceptable
standards for banks whose overall financial condition is fundamentally sound,
which are well-managed and have no material or significant financial weaknesses.
The FDIC capital regulations state that, where the FDIC determines that the
financial history or condition, including off-balance sheet risk, managerial
resources and/or the future earnings prospects of a bank are not adequate and/or
a bank has a significant volume of assets classified substandard, doubtful or
loss or otherwise criticized, the FDIC may determine that the minimum adequate
amount of capital for that bank is greater than the minimum standards
established in the regulation.
The Savings Bank's management believes that, under the current regulations,
the Savings Bank will continue to meet its minimum capital requirements in the
foreseeable future. However, events beyond the control of the Savings Bank,
such as a downturn in the economy in areas where the Savings Bank has most of
its loans, could adversely affect future earnings and, consequently, the ability
of the Savings Bank to meet its capital requirements.
Activities and Investments of Insured State-Chartered Banks. Section 24 of
the FDIA, as amended by the FDICIA, generally limits the activities and equity
investments of FDIC-insured, state-chartered banks to those that are permissible
for national banks. Under regulations dealing with equity investments, an
insured state bank generally may not directly or indirectly acquire or retain
any equity investment of a type, or in an amount, that is not permissible for a
national bank. An insured state bank is not prohibited from, among other
things, (i) acquiring or retaining a majority interest in a subsidiary, (ii)
investing as a limited partner in a partnership the sole purpose of which is
direct or indirect investment in the acquisition, rehabilitation or new
construction of a qualified housing project, provided that such limited
partnership investments may not exceed 2% of the bank's total assets, (iii)
acquiring up to 10% of the voting stock of a company that solely provides or
reinsures directors', trustees' and officers' liability insurance coverage or
bankers' blanket bond group insurance coverage for insured depository
institutions, and (iv) acquiring or retaining the voting shares of a depository
institution if certain requirements are met.
Subject to certain regulatory exceptions, FDIC regulations provide that an
insured state-chartered bank may not, directly, or indirectly through a
subsidiary, engage as "principal" in any activity that is not permissible for a
national bank unless the FDIC has determined that such activities would pose no
risk to the insurance fund of which it is a member and the bank is in compliance
with applicable regulatory capital requirements. Any insured state-chartered
bank directly or indirectly engaged in any activity that is not permitted for a
national bank or for which the FDIC has granted and exception must cease the
impermissible activity.
Environmental Issues Associated With Real Estate Lending. The
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"),
a federal statute, generally imposes strict liability on, among other things,
all prior and present "owners and operators" of hazardous waste sites. However,
the U.S. Congress created a safe harbor provision for secured creditors by
providing that the term "owner and operator" excludes a person who, without
participating in the management of the site, holds indicia of ownership
primarily to protect its security interest in the site. Since the enactment of
the CERCLA, this "secured creditor exemption" has been the subject of judicial
interpretations which have left open the possibility that lenders could be
liable for cleanup costs on contaminated property that they hold as collateral
for a loan.
In response to the uncertainty created by judicial interpretations, in
April 1992, the United States Environmental Protection Agency ("EPA"), an agency
within the Executive Branch of the government, promulgated
78
<PAGE>
a regulation clarifying when and how secured creditors could be liable for
cleanup costs under the CERCLA. Generally, the regulation protected a secured
creditor that acquired full title to collateral property through foreclosure as
long as the creditor did not participate in the property's management before
foreclosure and undertook certain due diligence efforts to divest itself of the
property. However, in February 1994, the U.S. Court of Appeals for the District
of Columbia Circuit held that the EPA lacked authority to promulgate such
regulation on the grounds that Congress meant for decisions on liability under
the CERCLA to be made by the courts and not the Executive Branch. In January
1995, the U.S. Supreme Court denied to review the U.S. Court of Appeal's
decision. In light of this adverse court ruling, in October 1995 the EPA issued
a statement entitled "Policy on CERCLA Enforcement Against Lenders and
Government Entities that Acquire Property Involuntarily" explaining that as an
enforcement policy, the EPA intended to apply as guidance the provisions of the
EPA lender liability rule promulgated in 1992.
To the extent that legal uncertainty exists in this area, all creditors,
including the Savings Bank, that have made loans secured by properties with
potential hazardous waste contamination (such as petroleum contamination) could
be subject to liability for cleanup costs, which costs often substantially
exceed the value of the collateral property.
Federal Reserve System. In 1980, Congress enacted legislation which imposed
Federal Reserve requirements (under "Regulation D") on all depository
institutions that maintain transaction accounts or nonpersonal time deposits.
These reserves may be in the form of cash or non-interest-bearing deposits with
the regional Federal Reserve Bank. NOW accounts and other types of accounts
that permit payments or transfers to third parties fall within the definition of
transaction accounts and are subject to Regulation D reserve requirements, as
are any nonpersonal time deposits at a bank. Under Regulation D, a bank must
establish reserves equal to 3% of the first $49.3 million of transaction
accounts and for amounts greater than $49.3 million, the reserve requirement is
10% of that portion of total transaction accounts in excess of $49.3 million.
The first $4.4 million of otherwise reservable balances are exempt from reserve
requirements. The reserve requirement on nonpersonal time deposits with original
maturities of less than 1-1/2 years is 0%. As of June 30, 1997, the Savings
Bank met its reserve requirements.
Affiliate Transactions. The Holding Company and the Savings Bank will be
legal entities separate and distinct. Various legal limitations restrict the
Savings Bank from lending or otherwise supplying funds to the Holding Company
(an "affiliate"), generally limiting such transactions with the affiliate to 10%
of the bank's capital and surplus and limiting all such transactions to 20% of
the bank's capital and surplus. Such transactions, including extensions of
credit, sales of securities or assets and provision of services, also must be on
terms and conditions consistent with safe and sound banking practices, including
credit standards, that are substantially the same or at least as favorable to
the bank as those prevailing at the time for transactions with unaffiliated
companies.
Federally insured banks are subject, with certain exceptions, to certain
restrictions on extensions of credit to their parent holding companies or other
affiliates, on investments in the stock or other securities of affiliates and on
the taking of such stock or securities as collateral from any borrower. In
addition, such banks are prohibited from engaging in certain tie-in arrangements
in connection with any extension of credit or the providing of any property or
service.
Community Reinvestment Act. Banks are also subject to the provisions of
the Community Reinvestment Act of 1977 ("CRA"), which requires the appropriate
federal bank regulatory agency, in connection with its regular examination of a
bank, to assess the bank's record in meeting the credit needs of the community
serviced by the bank, including low and moderate income neighborhoods. The
regulatory agency's assessment of the bank's record is made available to the
public. Further, such assessment is required of any bank which has applied,
among other things, to establish a new branch office that will accept deposits,
relocate an existing office or merge or consolidate with, or acquire the assets
or assume the liabilities of, a federally regulated financial institution. The
Savings Bank received a "satisfactory" rating during its most recent CRA
examination.
Dividends. Dividends from the Savings Bank will constitute the major
source of funds for dividends which may be paid by the Holding Company. The
amount of dividends payable by the Savings Bank to the Holding
79
<PAGE>
Company will depend upon the Savings Bank's earnings and capital position, and
is limited by federal and state laws, regulations and policies. According to
Washington law, the Savings Bank may not declare or pay a cash dividend on its
capital stock if it would cause its net worth to be reduced below (i) the amount
required for liquidation accounts or (ii) the net worth requirements, if any,
imposed by the Director of the Division. Dividends on the Savings Bank's
capital stock may not be paid in an aggregate amount greater than the aggregate
retained earnings of the Savings Bank, without the approval of the Director of
the Division.
The amount of dividends actually paid during any one period will be
strongly affected by the Savings Bank's management policy of maintaining a
strong capital position. Federal law further provides that no insured
depository institution may make any capital distribution (which would include a
cash dividend) if, after making the distribution, the institution would be
"undercapitalized," as defined in the prompt corrective action regulations.
Moreover, the federal bank regulatory agencies also have the general authority
to limit the dividends paid by insured banks if such payments should be deemed
to constitute an unsafe and unsound practice.
The Holding Company
General. The Holding Company, as the sole shareholder of the Savings Bank,
will become a bank holding company and will register as such with the Federal
Reserve. Bank holding companies are subject to comprehensive regulation by the
Federal Reserve under the Bank Holding Company Act of 1956, as amended ("BHCA")
and the regulations of the Federal Reserve. As a bank holding company, the
Holding Company will be required to file with the Federal Reserve annual reports
and such additional information as the Federal Reserve may require and will be
subject to regular examinations by the Federal Reserve. The Federal Reserve
also has extensive enforcement authority over bank holding companies, including,
among other things, the ability to assess civil money penalties, to issue cease
and desist or removal orders and to require that a holding company divest
subsidiaries (including its bank subsidiaries). In general, enforcement actions
may be initiated for violations of law and regulations and unsafe or unsound
practices.
Under the BHCA, a bank holding company must obtain Federal Reserve approval
before: (1) acquiring, directly or indirectly, ownership or control of any
voting shares of another bank or bank holding company if, after such
acquisition, it would own or control more than 5% of such shares (unless it
already owns or controls the majority of such shares); (2) acquiring all or
substantially all of the assets of another bank or bank holding company; or (3)
merging or consolidating with another bank holding company.
Any direct or indirect acquisition by a bank holding company or its
subsidiaries of more than 5% of the voting shares of, or substantially all of
the assets of, any bank located outside of the state in which the operations of
the bank holding company's banking subsidiaries are principally conducted, may
not be approved by the Federal Reserve unless the laws of the state in which the
bank to be acquired is located specifically authorize such an acquisition. Most
states have authorized interstate bank acquisitions by out-of-state bank holding
companies on either a regional or a national basis, and most such statutes
require the home state of the acquiring bank holding company to have enacted a
reciprocal statute. Washington law permits out-of-state bank holding companies
to acquire banks or bank holding companies located in Washington so long as the
laws of the state in which the acquiring bank holding company is located permit
bank holding companies located in Washington to acquire banks or bank holding
companies in the acquiror's state and the Washington bank sought to be acquired
has been in existence for at least three years. Beginning September 30, 1995,
federal law permits well capitalized and well managed bank holding companies to
acquire control of an existing bank in any state.
The BHCA also prohibits a bank holding company, with certain exceptions,
from acquiring direct or indirect ownership or control of more than 5% of the
voting shares of any company that is not a bank or bank holding company and from
engaging directly or indirectly in activities other than those of banking,
managing or controlling banks, or providing services for its subsidiaries.
Under the BHCA, the Federal Reserve is authorized to approve the ownership of
shares by a bank holding company in any company, the activities of which the
Federal Reserve has determined to be so closely related to the business of
banking or managing or controlling banks as to be a proper
80
<PAGE>
incident thereto. The list of activities determined by regulation to be closely
related to banking within the meaning of the BHCA includes, among other things:
operating a savings institution, mortgage company, finance company, credit card
company or factoring company; performing certain data processing operations;
providing certain investment and financial advice; underwriting and acting as an
insurance agent for certain types of credit-related insurance; leasing property
on a full-payout, non-operating basis; selling money orders, travelers' checks
and U.S. Savings Bonds; real estate and personal property appraising; providing
tax planning and preparation services; and, subject to certain limitations,
providing securities brokerage services for customers.
Interstate Banking. In September 1994, Congress passed the Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994 ("Interstate Banking
Act"). The Interstate Banking Act permits adequately capitalized bank and
savings bank holding companies to acquire control of banks and savings banks in
any state beginning on September 29, 1995, one year after the effectiveness of
the Interstate Banking Act. Washington adopted nationwide reciprocal interstate
acquisition legislation in 1994.
Such interstate acquisitions are subject to certain restrictions. States
may require the bank or savings bank being acquired to have been in existence
for a certain length of time, but not for more than five years. In addition, no
bank or savings bank may acquire more than 10% of the insured deposits in the
United States or more than 30% of the insured deposits in any one state, unless
the state specifically legislated a higher deposit cap. States are free to
legislate stricter deposit caps and, at present, 18 states have deposit caps
lower than 30%.
The Interstate Banking Act also provides for interstate branching. The
McFadden Act of 1927 established state lines as the ultimate barrier to
geographic expansion of a banking network by branching. The Interstate Banking
Act withdraws these barriers, effective June 1, 1997, allowing interstate
branching in all states, provided that a particular state has not specifically
prohibited interstate branching by legislation prior to such time. Unlike
interstate acquisitions, a state may prohibit interstate branching if it
specifically elects to do so by June 1, 1997. States may choose to allow
interstate branching prior to June 1, 1997 by opting-in to a group of states
that permits these transactions. These states generally allow interstate
branching via a merger of an out-of-state bank with an in-state bank, or on a de
novo basis. Washington has enacted legislation permitting interstate branching
transactions.
It is anticipated that the Interstate Banking Act will increase competition
within the market in which the Holding Company and the Savings Bank operate,
although the extent to which such competition will increase in such market or
the timing of such increase cannot be predicted. In addition, there can be no
assurance as to whether, or in what form, legislation may be enacted in
Washington in reaction to the Interstate Banking Act or what impact such
legislation or the Interstate Banking Act might have upon the Holding Company
and the Savings Bank.
Dividends. The Federal Reserve has issued a policy statement on the
payment of cash dividends by bank holding companies, which expresses the Federal
Reserve's view that a bank holding company should pay cash dividends only to the
extent that the company's net income for the past year is sufficient to cover
both the cash dividends and a rate of earnings retention that is consistent with
the company's capital needs, asset quality and overall financial condition. The
Federal Reserve also indicated that it would be inappropriate for a company
experiencing serious financial problems to borrow funds to pay dividends.
Furthermore, under the prompt corrective action regulations adopted by the
Federal Reserve pursuant to FDICIA, the Federal Reserve may prohibit a bank
holding company from paying any dividends if the holding company's bank
subsidiary is classified as "undercapitalized" under the prompt corrective
action regulations.
Stock Repurchases. Bank holding companies, except for certain "well-
capitalized" and highly rated bank holding companies, are required to give the
Federal Reserve prior written notice of any purchase or redemption of its
outstanding equity securities if the gross consideration for the purchase or
redemption, when combined with the net consideration paid for all such purchases
or redemptions during the preceding 12 months, is equal to 10% or more of their
consolidated net worth. The Federal Reserve may disapprove such a purchase or
redemption if it determines that the proposal would constitute an unsafe or
unsound practice or would violate any law, regulation, Federal Reserve order, or
any condition imposed by, or written agreement with, the Federal Reserve.
81
<PAGE>
Capital Requirements. The Federal Reserve has established capital adequacy
guidelines for bank holding companies that generally parallel the capital
requirements of the FDIC for the Savings Bank. The Federal Reserve regulations
provide that capital standards will be applied on a consolidated basis in the
case of a bank holding company with $150 million or more in total consolidated
assets. For bank holding companies with less than $150 million in consolidated
assets the guidelines are applied on a bank-only basis unless the parent bank
holding company (i) is engaged in nonbank activity involving significant
leverage or (ii) has a significant amount of outstanding debt that is held by
the general public.
Bank holding companies subject to the Federal Reserve's capital adequacy
guidelines are required to comply with the Federal Reserve's risk-based capital
regulations. Under these regulations, the minimum ratio of total capital to
risk-weighted assets (including certain off-balance sheet activities, such as
standby letters of credit) is 8%. At least half of the total capital is
required to be Tier 1 capital, principally consisting of common stockholders'
equity, noncumulative perpetual preferred stock, and a limited amount of
cumulative perpetual preferred stock, less certain goodwill items. The
remainder, Tier II capital, may consist of a limited amount of subordinated
debt, certain hybrid capital instruments and other debt securities, perpetual
preferred stock, and a limited amount of the general loan loss allowance. In
addition to the risk-based capital guidelines, the Federal Reserve has adopted a
minimum Tier I (leverage) capital ratio, under which a bank holding company must
maintain a minimum level of Tier 1 capital to average total consolidated assets
of at least 3% in the case of a bank holding company which has the highest
regulatory examination rating and is not contemplating significant growth or
expansion. All other bank holding companies are expected to maintain a Tier 1
(leverage) capital ratio of at least 1% to 2% above the state minimum.
Federal Securities Laws
The Holding Company has filed a registration statement on Form S-1
("Registration Statement") with the SEC under the Securities Act for the
registration of the Common Stock to be issued in the Conversion. See
"ADDITIONAL INFORMATION." Upon completion of the Conversion, the Common Stock
will be registered with the SEC under the Exchange Act and generally may not be
deregistered for at least three years thereafter. The Holding Company will then
be subject to the information, proxy solicitation, insider trading restrictions
and other requirements of the Exchange Act.
The registration under the Securities Act of the Common Stock to be issued
in the Conversion does not cover the resale of such shares. Shares of the
Common Stock purchased by persons who are not affiliates of the Holding Company
may be resold without registration. Shares purchased by an affiliate of the
Holding Company may comply with the resale restrictions of Rule 144 under the
Securities Act. If the Holding Company meets the current public information
requirements of Rule 144 under the Securities Act, each affiliate of the Holding
Company who complies with the other conditions of Rule 144 (including those that
require the affiliate's sale to be aggregated with those of certain other
persons) would be able to sell in the public market, without registration, a
number of shares not to exceed, in any three-month period, the greater of (i) 1%
of the outstanding shares of the Holding Company or (ii) the average weekly
volume of trading in such shares during the preceding four calendar weeks.
Provision may be made in the future by the Holding Company to permit affiliates
to have their shares registered for sale under the Securities Act under certain
circumstances. There are currently no demand registration rights outstanding.
However, in the event the Holding Company, at some future time, determines to
issue additional shares from its authorized but unissued shares, the Holding
Company might offer registration rights to certain of its affiliates who want to
sell their shares.
TAXATION
Federal Taxation
General. The Holding Company and the Savings Bank will report their income
on a fiscal year basis using the accrual method of accounting and will be
subject to federal income taxation in the same manner as other corporations with
some exceptions, including particularly the Savings Bank's reserve for bad debts
discussed below.
82
<PAGE>
The following discussion of tax matters is intended only as a summary and does
not purport to be a comprehensive description of the tax rules applicable to the
Savings Bank or the Holding Company.
Bad Debt Reserve. Historically, savings institutions such as the Savings
Bank which met certain definitional tests primarily related to their assets and
the nature of their business ("qualifying thrift") were permitted to establish a
reserve for bad debts and to make annual additions thereto, which may have been
deducted in arriving at their taxable income. The Savings Bank's deductions
with respect to "qualifying real property loans," which are generally loans
secured by certain interest in real property, were computed using an amount
based on the Savings Bank's actual loss experience, or a percentage equal to 8%
of the Savings Bank's taxable income, computed with certain modifications and
reduced by the amount of any permitted additions to the non-qualifying reserve.
Due to the Savings Bank's loss experience, the Savings Bank generally recognized
a bad debt deduction equal to 8% of taxable income.
The provisions repealing the current thrift bad debt rules were passed by
Congress as part of "The Small Business Job Protection Act of 1996." The new
rules eliminate the 8% of taxable income method for deducting additions to the
tax bad debt reserves for all thrifts for tax years beginning after December 31,
1995. These rules also require that all institutions recapture all or a portion
of their bad debt reserves added since the base year (last taxable year
beginning before January 1, 1988). The Savings Bank has previously recorded a
deferred tax liability equal to the bad debt recapture and as such the new rules
will have no effect on the net income or federal income tax expense. For
taxable years beginning after December 31, 1995, the Savings Bank's bad debt
deduction will be determined under the experience method using a formula based
on actual bad debt experience over a period of years or, if the Savings Bank is
a "large" association (assets in excess of $500 million) on the basis of net
charge-offs during the taxable year. The new rules allow an institution to
suspend bad debt reserve recapture for the 1996 and 1997 tax years if the
institution's lending activity for those years is equal to or greater than the
institutions average mortgage lending activity for the six taxable years
preceding 1996 adjusted for inflation. For this purpose, only home purchase or
home improvement loans are included and the institution can elect to have the
tax years with the highest and lowest lending activity removed from the average
calculation. If an institution is permitted to postpone the reserve recapture,
it must begin its six year recapture no later than the 1998 tax year. The
unrecaptured base year reserves will not be subject to recapture as long as the
institution continues to carry on the business of banking. In addition, the
balance of the pre-1988 bad debt reserves continue to be subject to provisions
of present law referred to below that require recapture in the case of certain
excess distributions to shareholders.
Distributions. To the extent that the Savings Bank makes "nondividend
distributions" to the Holding Company, such distributions will be considered to
result in distributions from the balance of its bad debt reserve as of December
31, 1987 (or a lesser amount if the Savings Bank's loan portfolio decreased
since December 31, 1987) and then from the supplemental reserve for losses on
loans ("Excess Distributions"), and an amount based on the Excess Distributions
will be included in the Savings Bank's taxable income. Nondividend
distributions include distributions in excess of the Savings Bank's current and
accumulated earnings and profits, distributions in redemption of stock and
distributions in partial or complete liquidation. However, dividends paid out
of the Savings Bank's current or accumulated earnings and profits, as calculated
for federal income tax purposes, will not be considered to result in a
distribution from the Savings Bank's bad debt reserve. The amount of additional
taxable income created from an Excess Distribution is an amount that, when
reduced by the tax attributable to the income, is equal to the amount of the
distribution. Thus, if, after the Conversion, the Savings Bank makes a
"nondividend distribution," then approximately one and one-half times the Excess
Distribution would be includable in gross income for federal income tax
purposes, assuming a 34% corporate income tax rate (exclusive of state and local
taxes). See "REGULATION" and "DIVIDEND POLICY" for limits on the payment of
dividends by the Savings Bank. The Savings Bank does not intend to pay
dividends that would result in a recapture of any portion of its tax bad debt
reserve.
Corporate Alternative Minimum Tax. The Code imposes a tax on alternative
minimum taxable income ("AMTI") at a rate of 20%. In addition, only 90% of AMTI
can be offset by net operating loss carryovers. AMTI is increased by an amount
equal to 75% of the amount by which the Savings Bank's adjusted current earnings
83
<PAGE>
exceeds its AMTI (determined without regard to this preference and prior to
reduction for net operating losses). For taxable years beginning after December
31, 1986, and before January 1, 1996, an environmental tax of 0.12% of the
excess of AMTI (with certain modification) over $2.0 million is imposed on
corporations, including the Savings Bank, whether or not an Alternative Minimum
Tax is paid.
Dividends-Received Deduction. The Holding Company may exclude from its
income 100% of dividends received from the Savings Bank as a member of the same
affiliated group of corporations. The corporate dividends-received deduction is
generally 70% in the case of dividends received from unaffiliated corporations
with which the Holding Company and the Savings Bank will not file a consolidated
tax return, except that if the Holding Company or the Savings Bank owns more
than 20% of the stock of a corporation distributing a dividend, then 80% of any
dividends received may be deducted.
Audits. The Savings Bank's federal income tax returns have been audited
through September 30, 1995 without any resulting additional tax liability.
Washington Taxation
The Savings Bank is subject to a business and occupation tax imposed under
Washington law at the rate of 1.60% of gross receipts. Interest received on
loans secured by mortgages or deeds of trust on residential properties is not
subject to such tax.
84
<PAGE>
THE CONVERSION
The Board of Directors has adopted and the Division has given approval to
the Plan of Conversion subject to its approval by the members of the Savings
Bank entitled to vote on the matter and subject to the satisfaction of certain
other conditions imposed by the Division in its approval. Approval by the
Division does not constitute a recommendation or endorsement of the Plan of
Conversion by the Division.
General
On July 10, 1997, the Board of Directors of the Savings Bank unanimously
adopted and on September 11, 1997, unanimously amended, the Plan of Conversion,
pursuant to which the Savings Bank will be converted from a Washington-chartered
mutual savings bank to a Washington-chartered stock savings bank to be held as a
wholly-owned subsidiary of the Holding Company, a newly formed Washington
corporation.
The following discussion of the Plan of Conversion is qualified in its
entirety by reference to the Plan of Conversion, which is attached as Exhibit A
to the Savings Bank's Proxy Statement and is available from the Savings Bank
upon request. By letter dated __________ __, 1997, the Division has approved
the Plan of Conversion, subject to its approval by the members of the Savings
Bank entitled to vote on the matter at a special meeting called for that purpose
to be held on __________ __, 1997, and subject to the satisfaction of certain
other conditions imposed by the Division in its approval. Consummation of the
Conversion is contingent also upon receipt of the approvals of the Federal
Reserve and the Division for the Holding Company to acquire the Savings Bank.
Finally, consummation of the Conversion is contingent upon receipt from the FDIC
of a final non-objection letter with respect to the transaction.
If the Board of Directors of the Savings Bank decides for any reason, such
as possible delays resulting from overlapping regulatory processing or policies
or conditions which could adversely affect the Savings Bank's or the Holding
Company's ability to consummate the Conversion and transact its business as
contemplated herein and in accordance with the Savings Bank's operating
policies, at any time prior to the issuance of the Common Stock, not to use the
holding company form of organization in implementing the Conversion, the Plan of
Conversion will be amended to not use the holding company form of organization
in the Conversion. In the event that such a decision is made, the Savings Bank
will promptly refund all subscriptions or orders received together with accrued
interest, withdraw the Holding Company's Registration Statement from the SEC and
will take all steps necessary to complete the Conversion and proceed with a new
offering without the Holding Company, including filing any necessary documents
with the Division. In such event, and provided there is no regulatory action,
directive or other consideration upon which basis the Savings Bank determines
not to complete the Conversion, the Savings Bank will issue and sell the common
stock of the Savings Bank. There can be no assurance that the Division would
approve the Conversion if the Savings Bank decided to proceed without the
Holding Company. The following description of the Plan of Conversion assumes
that a holding company form of organization will be utilized in the Conversion.
In the event that a holding company form of organization is not utilized, all
other pertinent terms of the Plan of Conversion as described below will apply to
the Conversion of the Savings Bank from mutual to stock form of organization and
the sale of the Savings Bank's common stock.
The Conversion will be accomplished through adoption of Amended Articles of
Incorporation and Bylaws to authorize the issuance of capital stock by the
Savings Bank. Under the Plan of Conversion, 4,250,000 to 5,750,000 shares of
Common Stock are being offered for sale by the Holding Company at the Purchase
Price of $10.00 per share. As part of the Conversion, the Savings Bank will
issue all of its newly issued common stock (1,000 shares) to the Holding Company
in exchange for 50% of the net proceeds from the sale of Common Stock by the
Holding Company.
The Plan of Conversion provides generally that (i) the Savings Bank will
convert from a Washington-chartered mutual savings bank to a Washington-
chartered stock savings bank; (ii) the Common Stock will be offered by the
Holding Company in the Subscription Offering to persons having Subscription
Rights and in the Direct
85
<PAGE>
Community Offering to certain members of the general public, with preference
given to natural persons and trusts of natural persons residing in the Local
Community; (iii) if necessary, shares of Common Stock not subscribed for in the
Subscription and Direct Community Offering will be offered to certain members of
the general public in a Syndicated Community Offering through a syndicate of
registered broker-dealers pursuant to selected dealers agreements; and (iv) the
Holding Company will purchase all of the capital stock of the Savings Bank to be
issued in connection with the Conversion. The Conversion will be effected only
upon completion of the sale of at least $42.5 million of Common Stock to be
issued pursuant to the Plan of Conversion.
As part of the Conversion, the Holding Company is making a Subscription
Offering of its Common Stock to holders of Subscription Rights in the following
order of priority: (i) Eligible Account Holders (depositors with $50.00 or more
on deposit as of December 31, 1995); (ii) the Savings Bank's ESOP; (iii)
Supplemental Eligible Account Holders (depositors with $50.00 or more on deposit
as of __________ __, 1997); and (iv) Other Members (depositors and borrowers of
the Savings Bank as of ________ __, 1997). Concurrent with the Subscription
Offering and subject to the prior rights of holders of Subscription Rights, the
Holding Company is offering the Common Stock for sale to certain members of the
general public through a Direct Community Offering.
Shares of Common Stock not subscribed in the Subscription and Direct
Community Offering may be offered for sale in the Syndicated Community Offering.
Regulations require that the Syndicated Community Offering be completed within
45 days after completion of the Subscription Offering unless extended by the
Savings Bank or the Holding Company with the approval of the regulatory
authorities. If the Syndicated Community Offering is determined not to be
feasible, the Board of Directors of the Savings Bank will consult with the
regulatory authorities to determine an appropriate alternative method for
selling the unsubscribed shares of Common Stock. The Plan of Conversion
provides that the Conversion must be completed within 24 months after the date
of the approval of the Plan of Conversion by the members of the Savings Bank.
No sales of Common Stock may be completed, either in the Subscription,
Direct Community or Syndicated Community Offerings, unless the Plan of
Conversion is approved by the members of the Savings Bank.
The completion of the Offerings, however, is subject to market conditions
and other factors beyond the Savings Bank's control. No assurance can be given
as to the length of time after approval of the Plan of Conversion at the special
meeting that will be required to complete the Director Community or the
Syndicated Community Offerings or other sale of the Common Stock. If delays are
experienced, significant changes may occur in the estimated pro forma market
value of the Holding Company and the Savings Bank, as converted, together with
corresponding changes in the net proceeds realized by the Holding Company from
the sale of the Common Stock. In the event the Conversion is terminated, the
Savings Bank would be required to charge all Conversion expenses against current
income.
Orders for shares of Common Stock will not be filled until at least
4,250,000 shares of Common Stock have been subscribed for or sold and the
Division approves and the FDIC does not object to the final valuation and the
Conversion closes. If the Conversion is not completed by _________ __, 1997 (45
days after the last day of the Subscription Offering) and the Division consents
to an extension of time to complete the Conversion, subscribers will be given
the right to increase, decrease or rescind their subscriptions. Unless an
affirmative indication is received from subscribers that they wish to continue
to subscribe for shares, the funds will be returned promptly, together with
accrued interest at the Savings Bank's passbook rate (3.0% per annum as of the
date hereof) from the date payment is received until the funds are returned to
the subscriber. If such period is not extended, or in any event, if the
conversion is completed, all withdrawal authorizations will be terminated and
all funds held will be promptly returned together with accrued interest at the
Savings Bank's passbook rate from the date payment is received until the
Conversion is terminated.
86
<PAGE>
Purposes of Conversion
The Board of Directors and management believe that the Conversion is in the
best interests of the Savings Bank, its members and the communities it serves.
The Savings Bank's Board of Directors has formed the Holding Company to serve as
a holding company, with the Savings Bank as its subsidiary, upon the
consummation of the Conversion. By converting to the stock form of
organization, the Holding Company and the Savings Bank will be structured in the
form used by holding companies of commercial banks and by a growing number of
savings institutions. Management of the Savings Bank believes that the
Conversion offers a number of advantages which will be important to the future
growth and performance of the Savings Bank. The capital raised in the
Conversion is intended to support the Savings Bank's current lending and
investment activities and may also support possible future expansion and
diversification of operations, although there are no current specific plans,
arrangements or understandings, written or oral, regarding any such expansion or
diversification. The Conversion is also expected to afford the Savings Bank's
members and others the opportunity to become stockholders of the Holding Company
and participate more directly in, and contribute to, any future growth of the
Holding Company and the Savings Bank. The Conversion will also enable the
Holding Company and the Savings Bank to raise additional capital in the public
equity or debt markets should the need arise, although there are no current
specific plans, arrangements or understandings, written or oral, regarding any
such financing activities.
Effects of Conversion to Stock Form on Depositors and Borrowers of the Savings
Bank
General. Upon the Savings Bank's conversion to stock form, its Articles of
Incorporation will be amended to authorize the issuance of capital stock to
represent the ownership of the Savings Bank, including its net worth. The
capital stock will be separate and apart from deposit accounts and will not be
insured by the FDIC or any other governmental authority. Certificates will be
issued to evidence ownership of the capital stock. All of the outstanding
capital stock of the Savings Bank will be acquired by the Holding Company, which
in turn will issue its Common Stock to purchasers in the Conversion. The stock
certificates issued by the Holding Company will be transferable and, therefore,
subject to applicable law, the stock could be sold or traded if a purchaser is
available with no effect on any deposit account the seller may hold at the
Savings Bank.
Voting Rights. Savings members and borrowers will have no voting rights in
the converted Savings Bank or the Holding Company and therefore will not be able
to elect directors of the Savings Bank or the Holding Company or to control
their affairs. Currently, these rights are accorded to savings members of the
Savings Bank. Subsequent to the Conversion, voting rights will be vested
exclusively in the Holding Company with respect to the Savings Bank and the
holders of the Common Stock as to matters pertaining to the Holding Company.
Each holder of Common Stock shall be entitled to vote on any matter to be
considered by the stockholders of the Holding Company. A stockholder will be
entitled to one vote for each share of Common Stock owned.
Savings Accounts and Loans. The Savings Bank's savings accounts, account
balances and existing FDIC insurance coverage of savings accounts will not be
affected by the Conversion. Furthermore, the Conversion will not affect the
loan accounts, loan balances or obligations of borrowers under their individual
contractual arrangements with the Savings Bank.
Tax Effects. The Savings Bank has received an opinion from Breyer &
Aguggia, Washington, D.C., that the Conversion will constitute a nontaxable
reorganization under Section 368(a)(1)(F) of the Code. Among other things, the
opinion states that: (i) no gain or loss will be recognized to the Savings Bank
in its mutual or stock form by reason of its Conversion; (ii) no gain or loss
will be recognized to its account holders upon the issuance to them of accounts
in the Savings Bank immediately after the Conversion, in the same dollar amounts
and on the same terms and conditions as their accounts at the Savings Bank in
its mutual form plus interest in the liquidation account; (iii) the tax basis of
account holders' accounts in the Savings Bank immediately after the Conversion
will be the same as the tax basis of their accounts immediately prior to
Conversion; (iv) the tax basis of each account holder's interest in the
liquidation account will be zero; (v) the tax basis of the Common Stock
purchased in the Conversion will be the amount paid and the holding period for
such stock will commence at the date of purchase; and (vi) no gain or
87
<PAGE>
loss will be recognized to account holders upon the receipt or exercise of
Subscription Rights in the Conversion, except to the extent Subscription Rights
are deemed to have value as discussed below. Unlike a private letter ruling
issued by the IRS, an opinion of counsel is not binding on the IRS and the IRS
could disagree with the conclusions reached therein. In the event of such
disagreement, no assurance can be given that the conclusions reached in an
opinion of counsel would be sustained by a court if contested by the IRS.
Based upon past rulings issued by the IRS, the opinion provides that the
receipt of Subscription Rights by Eligible Account Holders, Supplemental
Eligible Account Holders and Other Members under the Plan of Conversion will be
taxable to the extent, if any, that the Subscription Rights are deemed to have a
fair market value. RP Financial, a financial consulting firm retained by the
Savings Bank, whose findings are not binding on the IRS, has indicated that the
Subscription Rights do not have any value, based on the fact that such rights
are acquired by the recipients without cost, are nontransferable and of short
duration and afford the recipients the right only to purchase shares of the
Common Stock at a price equal to its estimated fair market value, which will be
the same price paid by purchasers in the Direct Community Offering for
unsubscribed shares of Common Stock. If the Subscription Rights are deemed to
have a fair market value, the receipt of such rights may only be taxable to
those Eligible Account Holders, Supplemental Eligible Account Holders and Other
Members who exercise their Subscription Rights. The Savings Bank could also
recognize a gain on the distribution of such Subscription Rights. Eligible
Account Holders, Supplemental Eligible Account Holders and Other Members are
encouraged to consult with their own tax advisers as to the tax consequences in
the event the Subscription Rights are deemed to have a fair market value.
The Savings Bank has also received an opinion from Dwyer, Pemberton &
Coulson, P.C., Tacoma, Washington, that, assuming the Conversion does not result
in any federal income tax liability to the Savings Bank, its account holders, or
the Holding Company, implementation of the Plan of Conversion will not result in
any Washington income tax liability to such entities or persons.
The opinions of Breyer & Aguggia and Dwyer, Pemberton & Coulson, P.C. and
the letter from RP Financial are filed as exhibits to the Registration
Statement. See "ADDITIONAL INFORMATION."
PROSPECTIVE INVESTORS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS
REGARDING THE TAX CONSEQUENCES OF THE CONVERSION PARTICULAR TO THEM.
Liquidation Account. In the unlikely event of a complete liquidation of
the Savings Bank in its present mutual form, each depositor in the Savings Bank
would receive a pro rata share of any assets of the Savings Bank remaining after
payment of claims of all creditors (including the claims of all depositors up to
the withdrawal value of their accounts). Each depositor's pro rata share of
such remaining assets would be in the same proportion as the value of his
deposit account to the total value of all deposit accounts in the Savings Bank
at the time of liquidation.
After the Conversion, holders of withdrawable deposit(s) in the Savings
Bank, including certificates of deposit ("Savings Account(s)"), shall not be
entitled to share in any residual assets in the event of liquidation of the
Savings Bank. However, the Savings Bank shall, at the time of the Conversion,
establish a liquidation account in an amount equal to its total equity as of the
date of the latest statement of financial condition contained herein.
The liquidation account shall be maintained by the Savings Bank subsequent
to the Conversion for the benefit of Eligible Account Holders and Supplemental
Eligible Account Holders who retain their Savings Accounts in the Savings Bank.
Each Eligible Account Holder and Supplemental Eligible Account Holder shall,
with respect to each Savings Account held, have a related inchoate interest in a
portion of the liquidation account balance ("subaccount").
The initial subaccount balance for a Savings Account held by an Eligible
Account Holder or a Supplemental Eligible Account Holder shall be determined by
multiplying the opening balance in the liquidation account by a fraction of
which the numerator is the amount of such holder's "qualifying deposit" in the
Savings Account and the
88
<PAGE>
denominator is the total amount of the "qualifying deposits" of all such
holders. Such initial subaccount balance shall not be increased, and it shall
be subject to downward adjustment as provided below.
If the deposit balance in any Savings Account of an Eligible Account Holder
or Supplemental Eligible Account Holder at the close of business on any annual
closing day of the Savings Bank subsequent to December 31, 1995 or _____ __,
1997 is less than the lesser of (i) the deposit balance in such Savings Account
at the close of business on any other annual closing date subsequent to December
31, 1995 or _____ __, 1997 or (ii) the amount of the "qualifying deposit" in
such Savings Account on December 31, 1995 or ______ __, 1997, then the
subaccount balance for such Savings Account shall be adjusted by reducing such
subaccount balance in an amount proportionate to the reduction in such deposit
balance. In the event of a downward adjustment, such subaccount balance shall
not be subsequently increased, notwithstanding any increase in the deposit
balance of the related Savings Account. If any such Savings Account is closed,
the related subaccount balance shall be reduced to zero.
In the event of a complete liquidation of the Savings Bank (and only in
such event) each Eligible Account Holder and Supplemental Eligible Account
Holder shall be entitled to receive a liquidation distribution from the
liquidation account in the amount of the then current adjusted subaccount
balance(s) for Savings Account(s) then held by such holder before any
liquidation distribution may be made to stockholders. No merger, consolidation,
bulk purchase of assets with assumptions of Savings Accounts and other
liabilities or similar transactions with another federally insured institution
in which the Savings Bank is not the surviving institution shall be considered
to be a complete liquidation. In any such transaction the liquidation account
shall be assumed by the surviving institution.
In the unlikely event the Savings Bank is liquidated after the Conversion,
depositors will be entitled to full payment of their deposit accounts before any
payment is made to the Holding Company as the sole stockholder of the Savings
Bank.
The Subscription, Direct Community and Syndicated Community Offerings
Subscription Offering. In accordance with the Plan of Conversion,
nontransferable Subscription Rights to purchase the Common Stock have been
issued to persons and entities entitled to purchase the Common Stock in the
Subscription Offering. The amount of the Common Stock which these parties may
purchase will be subject to the availability of the Common Stock for purchase
under the categories set forth in the Plan of Conversion. Subscription
priorities have been established for the allocation of stock to the extent that
the Common Stock is available. These priorities are as follows:
Category 1: Eligible Account Holders. Each depositor with $50.00 or more
on deposit at the Savings Bank as of December 31, 1995 will receive
nontransferable Subscription Rights to subscribe for up to the greater of
$200,000 of Common Stock, one-tenth of one percent of the total offering of
Common Stock or 15 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 qualifying deposit of
the Eligible Account Holder and the denominator is the total amount of
qualifying deposits of all Eligible Account Holders. If the exercise of
Subscription Rights in this category results in an oversubscription, shares of
Common Stock will be allocated among subscribing Eligible Account Holders so as
to permit each Eligible Account Holder, to the extent possible, to purchase a
number of shares sufficient to make such person's total allocation equal 100
shares or the number of shares actually subscribed for, whichever is less.
Thereafter, unallocated shares will be allocated among subscribing Eligible
Account Holders proportionately, based on the amount of their respective
qualifying deposits as compared to total qualifying deposits of all Eligible
Account Holders. Subscription Rights received by officers and directors in this
category based on their increased deposits in the Savings Bank in the one year
period preceding December 31, 1995 are subordinated to the Subscription Rights
of other Eligible Account Holders.
89
<PAGE>
Category 2: ESOP. The Plan of Conversion provides that the ESOP shall
receive nontransferable Subscription Rights to purchase up to 10% of the shares
of Common Stock issued in the Conversion. The ESOP intends to purchase 8% of
the shares of Common Stock issued in the Conversion.
Category 3: Supplemental Eligible Account Holders. Each depositor with
$50.00 or more on deposit as of _____ __, 1997 will receive nontransferable
Subscription Rights to subscribe for up to the greater of $200,000 of Common
Stock, one-tenth of one percent of the total offering of Common Stock or 15
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 qualifying deposits of the
Supplemental Eligible Account Holder and the denominator is the total amount of
qualifying deposits of all Supplemental Eligible Account Holders. If the
exercise of Subscription Rights in this category results in an oversubscription,
shares of Common Stock will be allocated among subscribing Supplemental Eligible
Account Holders so as to permit each Supplemental Eligible Account Holder, to
the extent possible, to purchase a number of shares sufficient to make his total
allocation equal 100 shares or the number of shares actually subscribed for,
whichever is less. Thereafter, unallocated shares will be allocated among
subscribing Supplemental Eligible Account Holders proportionately, based on the
amount of their respective qualifying deposits as compared to total qualifying
deposits of all Supplemental Eligible Account Holders.
Category 4: Other Members. Each depositor of the Savings Bank as of the
Voting Record Date (_____, 1997) will receive nontransferable Subscription
Rights to purchase up to $200,000 of Common Stock in the Conversion to the
extent shares are available following subscriptions by Eligible Account Holders,
the Savings Bank's ESOP and Supplemental Eligible Account Holders. In the event
of an oversubscription in this category, the available shares will be allocated
proportionately based on the amount of the respective subscriptions.
Subscription Rights are nontransferable. Persons selling or otherwise
transferring their rights to subscribe for Common Stock in the Subscription
Offering or subscribing for Common Stock on behalf of another person will be
subject to forfeiture of such rights and possible further sanctions and
penalties imposed by the Division or another agency of the U.S. Government.
Each person exercising Subscription Rights will be required to certify that he
or she is purchasing such shares solely for his or her own account and that he
or she has no agreement or understanding with any other person for the sale or
transfer of such shares. ONCE TENDERED, SUBSCRIPTION ORDERS CANNOT BE REVOKED
WITHOUT THE CONSENT OF THE SAVINGS BANK AND THE HOLDING COMPANY.
The Holding Company and the Savings Bank will make reasonable attempts to
provide a Prospectus and related offering materials to holders of Subscription
Rights. However, the Subscription Offering and all Subscription Rights under
the Plan of Conversion will expire at Noon, Pacific Time, on the Expiration
Date, whether or not the Savings Bank has been able to locate each person
entitled to such Subscription Rights. Orders for Common Stock in the
Subscription Offering received in hand by the Savings Bank after the Expiration
Date will not be accepted. The Subscription Offering may be extended by the
Holding Company and the Savings Bank up to ______ __ , 1997 without the
Division's approval. Regulations of the Division require that the Holding
Company complete the sale of Common Stock within 45 days after the close of the
Subscription Offering. If the Direct Community Offering and the Syndicated
Community Offerings are not completed by _____ __, 1997 (or ______ __, 1997, if
the Subscription Offering is fully extended), all funds received will be
promptly returned with interest at the Savings Bank's passbook rate (3.0% per
annum as of the date hereof) and all withdrawal authorizations will be canceled
or, if regulatory approval of an extension of the time period has been granted,
all subscribers and purchasers will be given the right to increase, decrease or
rescind their orders. If an extension of time is obtained, all subscribers will
be notified of such extension and of the duration of any extension that has been
granted, and will be given the right to increase, decrease or rescind their
orders. If an affirmative response to any resolicitation is not received by the
Holding Company from a subscriber, the subscriber's order will be rescinded and
all funds received will be promptly returned with interest (or withdrawal
authorizations will be canceled). No single extension can exceed 90 days.
90
<PAGE>
Direct Community Offering. Concurrently with the Subscription Offering,
the Holding Company is offering shares of the Common Stock to certain members of
the general public in a Direct Community Offering, with preference given to
natural persons and trusts of natural persons residing in the Local Community.
Purchasers in the Direct Community Offering are eligible to purchase up to
$200,000 of Common Stock in the Conversion. In the event an insufficient number
of shares are available to fill orders in the Direct Community Offering, the
available shares will be allocated on a pro rata basis determined by the amount
of the respective orders. Orders for the Common Stock in the Direct Community
Offering will be filled to the extent such shares remain available after the
satisfaction of all orders received in the Subscription Offering. The Direct
Community Offering may terminate on or at any time subsequent to the Expiration
Date, but no later than 45 days after the close of the Subscription Offering,
unless extended by the Holding Company and the Savings Bank, with approval of
the Division. Any extensions beyond 45 days after the close of the fully
extended Subscription Offering would require a resolicitation of orders, wherein
subscribers for the maximum numbers of shares of Common Stock would be, and
certain other large Subscribers in the discretion of the Holding Company and the
Savings Bank may be, given the opportunity to continue their orders, in which
case they will need to reconfirm affirmatively their subscriptions prior to the
expiration of the resolicitation offering or their subscription funds will be
promptly refunded with interest at the Savings Bank's passbook rate, or be
permitted to modify or cancel their orders. The right of any person to purchase
shares in the Direct Community Offering is subject to the absolute right of the
Holding Company and the Savings Bank to accept or reject such purchases in whole
or in part. If an order is rejected in part, the purchaser does not have the
right to cancel the remainder of the order. The Holding Company presently
intends to terminate the Direct Community Offering as soon as it has received
orders for all shares available for purchase in the Conversion.
If all of the Common Stock offered in the Subscription Offering is
subscribed for, no Common Stock will be available for purchase in the Direct
Community Offering.
Syndicated Community Offering. The Plan provides that shares of Common
Stock not purchased in the Subscription and Direct Community Offering, if any,
may be offered for sale to certain members of the general public in a Syndicated
Community Offering through a syndicate of registered broker-dealers to be
managed by Webb acting as agent of the Holding Company. The Holding Company and
the Savings Bank have the right to reject orders, in whole or part, in their
sole discretion in the Syndicated Community Offering. If an order is rejected
in part, the purchaser does not have the right to cancel the remainder of the
order. Neither Webb nor any registered broker-dealer shall have any obligation
to take or purchase any shares of the Common Stock in the Syndicated Community
Offering; however, Webb has agreed to use its best efforts in the sale of shares
in the Syndicated Community Offering.
Stock sold in the Syndicated Community Offering will be sold at the $10.00
Purchase Price, the same price as all other shares in the Offerings. See "--
Stock Pricing and Number of Shares to be Issued." No person, together with any
associate or group of persons acting in concert, will be permitted to subscribe
in the Syndicated Community Offering for shares of Common Stock with an
aggregate purchase price of more than $200,000. See "-- Plan of Distribution
for the Subscription, Direct Community and Syndicated Community Offerings" for a
description of the commission to be paid to any selected dealers and to Webb.
Webb may enter into agreements with selected dealers to assist in the sale
of shares in the Syndicated Community Offering. During the Syndicated Community
Offering, selected dealers may only solicit indications of interest from their
customers to place orders with the Holding Company as of a certain date ("Order
Date") for the purchase of shares of Conversion Stock. When and if Webb and the
Holding Company believe that enough indications of interest and orders have been
received in the Subscription Offering, the Direct Community Offering and the
Syndicated Community Offering to consummate the Conversion, Webb will request,
as of the Order Date, selected dealers to submit orders to purchase shares for
which they have received indications of interest from their customers. Selected
dealers will send confirmations to such customers on the next business day after
the Order Date. Selected dealers may debit the accounts of their customers on a
date which will be three business days from the Order Date ("Settlement Date").
Customers who authorize selected dealers to debit their brokerage accounts are
91
<PAGE>
required to have the funds for payment in their account on but not before the
Settlement Date. On the Settlement Date, selected dealers will remit funds to
the account that the Holding Company established for each selected dealer. Each
customer's funds so forwarded to the Holding Company, along with all other
accounts held in the same title, will be insured by the FDIC up to the
applicable $100,000 legal limit. After payment has been received by the Holding
Company from selected dealers, funds will earn interest at the Savings Bank's
passbook rate (3.0% per annum as of the date hereof) until the completion of
the Offerings. At the consummation of the Conversion the funds received in the
Offerings will be used to purchase the shares of Common Stock ordered. The
shares of Common Stock issued in the Conversion cannot and will not be insured
by the FDIC or any other government agency. In the event the Conversion is not
consummated as described above, funds with interest will be returned promptly to
the selected dealers, who, in turn, will promptly credit their customers'
brokerage accounts.
The Syndicated Community Offering may close as early as Noon, Pacific Time,
on ________ __, 1997, the Expiration Date, or any date thereafter at the
discretion of the Holding Company. The Syndicated Community Offering will
terminate no more than 45 days following the Expiration Date, unless extended by
the Holding Company with any required regulatory approval, but in no case later
than ______ __, 1997. The Syndicated Community Offering may run concurrent to
the Subscription and Direct Community Offering or subsequent thereto.
In the event the Savings Bank is unable to find purchasers from the general
public for all unsubscribed shares, other purchase arrangements will be made by
the Board of Directors of the Savings Bank, if feasible. Such other
arrangements will be subject to the approval of the Division. The Division may
grant one or more extensions of the offering period, provided that (i) no single
extension exceeds 90 days, (ii) subscribers are given the right to increase,
decrease or rescind their subscriptions during the extension period, and (iii)
the extensions do not go more than two years beyond the date on which the
members approved the Plan. If the Conversion is not consummated by ___________,
1997 (or, if the Offerings are fully extended, by ___________, 1997), either all
funds received will be returned with interest (and withdrawal authorizations
canceled) or, if the Division has granted an extension of such period, all
subscribers will be given the right to increase, decrease or rescind their
subscriptions at any time prior to 20 days before the end of the extension
period. If an extension of time is obtained, all subscribers will be notified
of such extension and of their rights to modify their orders. If an affirmative
response to any resolicitation is not received by the Holding Company from a
subscriber, the subscriber's order will be rescinded and all funds received will
be promptly returned with interest (or withdrawal authorizations will be
canceled). No single extension can exceed 90 days.
Persons in Non-Qualified States. The Holding Company and the Savings Bank
will make reasonable efforts to comply with the securities laws of all states in
the United States in which persons entitled to subscribe for stock pursuant to
the Plan of Conversion reside. However, the Holding Company and the Savings
Bank are not required to offer stock in the Subscription Offering to any person
who resides in a foreign country or resides in a state of the United States with
respect to which (i) a small number of persons otherwise eligible to subscribe
for shares of Common Stock reside in such state or (ii) the Holding Company or
the Savings Bank determines that compliance with the securities laws of such
state would be impracticable for reasons of cost or otherwise, including but not
limited to a request or requirement that the Holding Company and the Savings
Bank or their officers, directors or trustees register as a broker, dealer,
salesman or selling agent, under the securities laws of such state, or a request
or requirement to register or otherwise qualify the Subscription Rights or
Common Stock for sale or submit any filing with respect thereto in such state.
Where the number of persons eligible to subscribe for shares in one state is
small, the Holding Company and the Savings Bank will base their decision as to
whether or not to offer the Common Stock in such state on a number of factors,
including the size of accounts held by account holders in the state, the cost of
reviewing the registration and qualification requirements of the state (and of
actually registering or qualifying the shares) or the need to register the
Holding Company, its officers, directors or employees as brokers, dealers or
salesmen.
92
<PAGE>
Plan of Distribution for the Subscription, Direct Community and Syndicated
Community Offerings
The Holding Company and the Savings Bank have retained Webb to consult with
and to advise the Savings Bank and the Holding Company, and to assist the
Holding Company on a best efforts basis, in the distribution of the shares of
Common Stock in the Subscription and Community Offering. The services that Webb
will provide include, but are not limited to (i) training the employees of the
Savings Bank who will perform certain ministerial functions in the Subscription
and Community Offering regarding the mechanics and regulatory requirements of
the stock offering process, (ii) managing the Stock Information Center by
assisting interested stock subscribers and by keeping records of all stock
orders, (iii) preparing marketing materials, and (iv) assisting in the
solicitation of proxies from the Savings Bank's members for use at the Special
Meeting. For its services, Webb will receive a management fee of $25,000 and a
success fee of 1.25% of the aggregate Purchase Price of the shares of Common
Stock sold in the Subscription and Direct Community Offerings, excluding shares
purchased by the ESOP and officers and directors of the Savings Bank. Webb's
management fee shall be applied to its success fee, and the success fee shall
not exceed $500,000. In the event that selected dealers are used to assist in
the sale of shares of Common Stock in the Community Offering, such dealers will
be paid a fee of up to 5.5% of the aggregate Purchase Price of the shares sold
by such dealers. The Holding Company and the Savings Bank have agreed to
reimburse Webb for its out-of-pocket expenses, and its legal fees up to a total
of $35,000, and to indemnify Webb against certain claims or liabilities,
including certain liabilities under the Securities Act, and will contribute to
payments Webb may be required to make in connection with any such claims or
liabilities.
Sales of shares of Common Stock will be made primarily by registered
representatives affiliated with Webb or by the broker-dealers managed by Webb.
A Stock Information Center will be established at the main office of the Savings
Bank. The Holding Company will rely on Rule 3a4-1 of the Exchange Act and sales
of Common Stock will be conducted within the requirements of such Rule, so as to
permit officers, directors and employees to participate in the sale of the
Common Stock in those states where the law so permits. No officer, director or
employee of the Holding Company or the Savings Bank will be compensated directly
or indirectly by the payment of commissions or other remuneration in connection
with his or her participation in the sale of Common Stock.
Description of Sales Activities
The Common Stock will be offered in the Subscription and Direct Community
Offering principally by the distribution of this Prospectus and through
activities conducted at the Savings Bank's Stock Information Center at its
office facility. The Stock Information Center is expected to operate during
normal business hours throughout the Subscription and Direct Community Offering.
It is expected that at any particular time, one or more Webb employees will be
working at the Stock Information Center. Such employees of Webb will be
responsible for mailing materials relating to the Subscription and Direct
Community Offering, responding to questions regarding the Conversion and the
Subscription and Direct Community Offering and processing stock orders.
Sales of Common Stock will be made by registered representatives affiliated
with Webb or by the selected dealers managed by Webb. The management and
employees of the Savings Bank may participate in the Offerings in clerical
capacities, providing administrative support in effecting sales transactions or,
when permitted by state securities laws, answering questions of a mechanical
nature relating to the proper execution of the Order Form. Management of the
Savings Bank may answer questions regarding the business of the Savings Bank
when permitted by state securities laws. Other questions of prospective
purchasers, including questions as to the advisability or nature of the
investment, will be directed to registered representatives. The management and
employees of the Savings Bank have been instructed not to solicit offers to
purchase Common Stock or provide advice regarding the purchase of Common Stock.
No officer, director or employee of the Savings Bank or the Holding Company
will be compensated, directly or indirectly, for any activities in connection
with the offer or sale of securities issued in the Conversion.
93
<PAGE>
None of the Savings Bank's personnel participating in the Subscription and
Direct Community Offering is registered or licensed as a broker or dealer or an
agent of a broker or dealer. The Savings Bank's personnel will assist in the
above-described sales activities pursuant to an exemption from registration as a
broker or dealer provided by Rule 3a4-1 ("Rule 3a4-1") promulgated under the
Exchange Act. Rule 3a4-1 generally provides that an "associated person of an
issuer" of securities shall not be deemed a broker solely by reason of
participation in the sale of securities of such issuer if the associated person
meets certain conditions. Such conditions include, but are not limited to, that
the associated person participating in the sale of an issuer's securities not be
compensated in connection therewith at the time of participation, that such
person not be associated with a broker or dealer and that such person observe
certain limitations on his participation in the sale of securities. For
purposes of this exemption, "associated person of an issuer" is defined to
include any person who is a director, officer or employee of the issuer or a
company that controls, is controlled by or is under common control with the
issuer.
Procedure for Purchasing Shares in the Subscription and Direct Community
Offering
To ensure that each purchaser receives a prospectus at least 48 hours prior
to the Expiration Date in accordance with Rule 15c2-8 under the Exchange Act, no
Prospectus will be mailed any later than five days prior to such date or hand
delivered any later than two days prior to such date. Execution of the Order
Form will confirm receipt or delivery in accordance with Rule 15c2-8. Order
Forms will only be distributed with a Prospectus. The Savings Bank will accept
for processing only orders submitted on Order Forms.
To purchase shares in the Subscription and Direct Community Offering, an
executed Order Form with the required payment for each share subscribed for, or
with appropriate authorization for withdrawal from the subscriber's deposit
account with the Savings Bank (which may be given by completing the appropriate
blanks in the Order Form), must be received by the Savings Bank by Noon, Pacific
Time, on the Expiration Date. Order Forms which are not received by such time
or are executed defectively or are received without full payment (or appropriate
withdrawal instructions) are not required to be accepted. In addition, the
Savings Bank is not obligated to accept orders submitted on photocopied or
telecopied Order Forms. The Holding Company and the Savings Bank have the right
to waive or permit the correction of incomplete or improperly executed Order
Forms, but do not represent that they will do so. Pursuant to the Plan of
Conversion, the interpretation by the Holding Company and the Savings Bank of
the terms and conditions of the Plan of Conversion and of the Order Form will be
final. Once received, an executed Order Form may not be modified, amended or
rescinded without the consent of the Savings Bank unless the Conversion has not
been completed within 45 days after the end of the Subscription Offering, unless
such period has been extended.
In order to ensure that Eligible Account Holders, Supplemental Eligible
Account Holders and Other Members are properly identified as to their stock
purchase priorities, depositors as of the Eligibility Record Date (December 31,
1995) and/or the Supplemental Eligibility Record Date (__________ __, 1997)
and/or the Voting Record Date (________ __, 1997) must list all accounts on the
Order Form giving all names in each account, the account number and the
approximate account balance as of such date.
Payment for subscriptions may be made (i) in cash if delivered in person at
the Savings Bank, (ii) by check, bank draft, or money order, or (iii) by
authorization of withdrawal from deposit accounts maintained with the Savings
Bank. Appropriate means by which such withdrawals may be authorized are
provided on the Order Form. No wire transfers will be accepted. Interest will
be paid on payments made by cash, check, bank draft or money order at the
Savings Bank's passbook rate (3.0% per annum as of the date hereof) from the
date payment is received until the completion or termination of the Conversion.
Such interest checks will be mailed at the completion of the Conversion in
payment of interest earned on subscription funds. If payment is made by
authorization of withdrawal from deposit accounts, the funds authorized to be
withdrawn from a deposit account will continue to accrue interest at the
contractual rates until completion or termination of the Conversion (unless the
certificate matures after the date of receipt of the Order Form but prior to
closing, in which case funds will earn interest at the passbook rate from the
date of maturity until consummation 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. At the completion of the
94
<PAGE>
Conversion the funds received in the Offerings will be used to purchase the
shares of Common Stock ordered. The shares issued in the Conversion cannot and
will not be insured by the FDIC or any other government agency. In the event
that the Conversion is not consummated for any reason, all funds submitted will
be promptly refunded with interest as described above.
If a subscriber authorizes the Savings Bank to withdraw the amount of the
Purchase Price from his deposit account, the Savings Bank will do so as of the
effective date of Conversion. The Savings Bank will waive any applicable
penalties for early withdrawal from certificate accounts. If the remaining
balance in a certificate account is reduced below the applicable minimum balance
requirement at the time that the funds actually are transferred under the
authorization the certificate will be canceled at the time of the withdrawal,
without penalty, and the remaining balance will earn interest at the Savings
Bank's passbook rate.
If the ESOP subscribes for shares during the Subscription Offering, the
ESOP will not be required to pay for the shares subscribed for at the time it
subscribes, but rather may pay for such shares of Common Stock subscribed for at
the Purchase Price upon consummation of the Conversion, provided that there is
in force from the time of its subscription until such time, a loan commitment
from an unrelated financial institution or the Holding Company to lend to the
ESOP, at such time, the aggregate Purchase Price of the shares for which it
subscribed.
IRAs maintained in the Savings Bank do not permit investment in the Common
Stock. A depositor interested in using his or her IRA funds to purchase Common
Stock must do so through a self-directed IRA. Since the Savings Bank does not
offer such accounts, it will allow such a depositor to make a trustee-to-trustee
transfer of the IRA funds to a trustee offering a self-directed IRA program with
the agreement that such funds will be used to purchase the Common Stock in the
Offerings. There will be no early withdrawal or IRS interest penalties for such
transfers. The new trustee would hold the Common Stock in a self-directed
account in the same manner as the Savings Bank now holds the depositor's IRA
funds. An annual administrative fee may be payable to the new trustee.
Depositors interested in using funds in an Savings Bank IRA to purchase Common
Stock should contact the Stock Information Center at the Savings Bank as soon as
possible so that the necessary forms may be forwarded for execution and returned
prior to the Expiration Date. In addition, the provisions of ERISA and IRS
regulations require that officers, directors and 10% shareholders who use self-
directed IRA funds to purchase shares of Common Stock in the Subscription and
Direct Community Offering make such purchases for the exclusive benefit of IRAs.
Certificates representing shares of Common Stock purchased, and any refund
due, will be mailed to purchasers at such address as may be specified in
properly completed Order Forms to or the last address of such persons appearing
on the records of the Savings Bank as soon as practicable following consummation
of the sale of all shares of Common Stock. Any certificates returned as
undeliverable will be disposed of in accordance with applicable law. Until
certificates for the Common Stock are available and delivered to subscribers and
purchasers, subscribers and purchasers may not be able to sell the shares of
Common Stock for which they subscribed or purchased.
Stock Pricing and Number of Shares to be Issued
The Purchase Price of shares of the Common Stock sold in the Subscription
Offering, Community Offering and Syndicated Community Offering was determined by
the Boards of Directors of the Holding Company and the Savings Bank in
consultation with the Savings Bank's financial advisor and sales agent, Webb,
and was based upon a number of factors, including the market price per share of
the stock of other financial institutions. The Washington regulations governing
conversion of Washington-chartered mutual savings banks to stock form require
that the aggregate purchase price of the shares of Common Stock of the Holding
Company sold in connection with the Conversion be equal to not less than the
minimum, nor more than the maximum, of the Estimated Valuation Range which is
established by an independent appraisal in the Conversion and is described
below; provided however, that with the consent of the Division and the FDIC, the
aggregate purchase price of the Common Stock sold may be increased to up to 15%
above the maximum of the Estimated Valuation Range, without a resolicitation of
subscribers
95
<PAGE>
or any right to cancel, rescind or change subscription orders, to reflect
changes in market and financial conditions following commencement of the
Subscription Offering.
FDIC rules with respect to the appraisal require that the independent
appraisal must include a complete and detailed description of the elements of
the appraisal report, justification for the methodology employed and sufficient
support for the conclusions reached. The appraisal report must include a full
discussion of each peer group member and documented analytical evidence
supporting variances from peer group statistics. The appraisal report must also
include a complete analysis of the converting institution's pro forma earnings,
which should include the institution's full potential once it fully deploys the
capital from the conversion pursuant to its business plan.
The Savings Bank and the Holding Company have retained RP Financial to
prepare an appraisal of the pro forma market value of the common stock of the
Holding Company to be issued in connection with the Conversion, as well as a
business plan. RP Financial will receive a fee expected to total approximately
$27,500 for its appraisal services and preparation of a business plan, plus
reasonable out-of-pocket expenses incurred in connection with the appraisal.
The Savings Bank has agreed to indemnify RP Financial under certain
circumstances against liabilities and expenses (including legal fees) arising
out of, related to, or based upon the Conversion.
RP Financial has prepared an appraisal of the estimated pro forma market
value of the Savings Bank as converted taking into account the formation of the
Holding Company as the holding company for the Savings Bank. For its analysis,
RP Financial undertook substantial investigations to learn about the Savings
Bank's business and operations. Management supplied financial information,
including annual financial statements, information on the composition of assets
and liabilities, and other financial schedules. In addition to this
information, RP Financial reviewed the Savings Bank's Application to Convert a
Mutual Savings Bank to a Stock Owned Savings Bank and the Holding Company's Form
S-1 Registration Statement. Further, RP Financial visited the Savings Bank's
facilities and had discussions with the Savings Bank's management and its
special conversion legal counsel, Breyer & Aguggia. No detailed individual
analysis of the separate components of the Holding Company's or the Savings
Bank's assets and liabilities was performed in connection with the evaluation.
In estimating the pro forma market value of the Holding Company's Common
Stock, as required by applicable regulatory guidelines, RP Financial's analysis
utilized three selected valuation procedures, the Price/Book ("P/B") method, the
Price/Earnings ("P/E") method, and Price/Assets ("P/A") method, all of which are
described in its report. RP Financial placed the greatest emphasis on the P/E
and P/B methods in estimating pro forma market value. In applying these
procedures, RP Financial reviewed among other factors, the economic make-up of
the Savings Bank's primary market area, the Savings Bank's financial performance
and condition in relation to publicly-traded institutions that RP Financial
deemed comparable to the Savings Bank, the specific terms of the offering of the
Holding Company's Common Stock, the pro forma impact of the additional capital
raised in the Conversion, conditions of securities markets in general, and the
market for thrift institution common stock in particular. RP Financial's
analysis provides an approximation of the pro forma market value of the Holding
Company's Common Stock based on the valuation methods applied and the
assumptions outlined in its report. Included in its report were certain
assumptions as to the pro forma earnings of the Holding Company after the
Conversion that were utilized in determining the appraised value. These
assumptions included expenses of $965,000 at the midpoint of the Estimated
Valuation Range, an assumed after-tax rate of return on the net conversion
proceeds of 4.64% for the year ended September 30, 1996 and 4.60% for the nine
months ended June 30, 1997, purchases by the ESOP of 8% of the Common Stock sold
in the Conversion and purchases in the open market by the MRP of a number of
shares equal to 4% of the Common Stock sold in the Conversion at the Purchase
Price. See "PRO FORMA DATA" for additional information concerning these
assumptions. The use of different assumptions may yield somewhat different
results.
On the basis of the foregoing, RP Financial has advised the Holding Company
and the Savings Bank that, in its opinion, as of August 29, 1997, the aggregate
estimated pro forma market value of the Holding Company and, therefore, the
Common Stock was within the valuation range of $42.5 million to $57.5 million
with a midpoint of $50.0 million. After reviewing the methodology and the
assumptions used by RP Financial in the preparation of the
96
<PAGE>
appraisal, the Board of Directors established the Estimated Valuation Range
which is equal to the valuation range of $42.5 million to $57.5 million with a
midpoint of $50.0 million. Assuming that the shares are sold at $10.00 per
share in the Conversion, the estimated number of shares would be between
4,250,000 and 5,750,000 with a midpoint of 5,000,000 shares. The Purchase Price
of $10.00 was determined by discussion among the Boards of Directors of the
Savings Bank and the Holding Company and Webb, taking into account, among other
factors (i) the requirement under Washington regulations that the Common Stock
be offered in a manner that will achieve the widest distribution of the stock
and (ii) desired liquidity in the Common Stock subsequent to the Conversion.
Since the outcome of the Offerings relate in large measure to market conditions
at the time of sale, it is not possible to determine the exact number of shares
that will be issued by the Holding Company at this time. The Estimated
Valuation Range may be amended, with the approval of the Division, if
necessitated by developments following the date of such appraisal in, among
other things, market conditions, the financial condition or operating results of
the Savings Bank, regulatory guidelines or national or local economic
conditions.
RP Financial's appraisal report is filed as an exhibit to the Registration
Statement. A copy of the appraisal is also available for inspection at the
Savings Bank. See "ADDITIONAL INFORMATION."
If, upon completion of the Subscription and Direct Community Offering, at
least the minimum number of shares are subscribed for, RP Financial, after
taking into account factors similar to those involved in its prior appraisal,
will determine its estimate of the pro forma market value of the Savings Bank
and the Holding Company upon Conversion, as of the close of the Subscription and
Direct Community Offering.
No sale of the shares will take place unless prior thereto RP Financial
confirms to the Division and the FDIC that, to the best of RP Financial's
knowledge and judgment, nothing of a material nature has occurred which would
cause it to conclude that the actual total purchase price on an aggregate basis
was incompatible with its estimate of the total pro forma market value of the
Holding Company and the Savings Bank as converted at the time of the sale. If,
however, the facts do not justify such a statement, the Subscription, Direct
Community and Syndicated Community Offerings or other sale may be canceled, a
new Estimated Valuation Range and price per share set and new Subscription,
Direct Community and Syndicated Community Offerings held. Under such
circumstances, subscribers would have the right to modify or rescind their
subscriptions and to have their subscription funds returned promptly with
interest and holds on funds authorized for withdrawal from deposit accounts
would be released or reduced.
Depending upon market and financial conditions, the number of shares issued
may be more or less than the range in number of shares shown above. In the
event the total amount of shares issued is less than 4,250,000 or more than
6,612,500 (15% above the maximum of the Estimated Valuation Range), for
aggregate gross proceeds of less than $42.5 million or more than $66.1 million,
subscription funds will be returned promptly with interest to each subscriber
unless he indicates otherwise. In the event a new valuation range is
established by RP Financial, such new range will be subject to approval by the
Division.
If purchasers cannot be found for an insignificant residue of unsubscribed
shares from the general public, other purchase arrangements will be made by the
Boards of Directors of the Savings Bank and the Holding Company, if possible.
Such other purchase arrangements will be subject to the approval of the Division
and may provide for purchases for investment purposes by directors, officers,
their associates and other persons in excess of the limitations provided in the
Plan of Conversion and in excess of the proposed director purchases set forth
herein, although no such purchases are currently intended. If such other
purchase arrangements cannot be made, the Plan of Conversion will terminate.
In formulating its appraisal, RP Financial relied upon the truthfulness,
accuracy and completeness of all documents the Savings Bank furnished it. RP
Financial also considered financial and other information from regulatory
agencies, other financial institutions, and other public sources, as
appropriate. While RP Financial believes this information to be reliable, RP
Financial does not guarantee the accuracy or completeness of such information
and did not independently verify the financial statements and other data
provided by the Savings Bank and the
97
<PAGE>
Holding Company or independently value the assets or liabilities of the Holding
Company and the Savings Bank. The appraisal by RP Financial is not intended to
be, and must not be interpreted as, a recommendation of any kind as to the
advisability of voting to approve the Conversion or of purchasing shares of
Common Stock. Moreover, because the appraisal is necessarily based on many
factors which change from time to time, there is no assurance that persons who
purchase such shares in the Conversion will later be able to sell shares
thereafter at prices at or above the Purchase Price.
Limitations on Purchases of Shares
The Plan of Conversion provides for certain limitations to be placed upon
the purchase of Common Stock by eligible subscribers and others in the
Conversion. Each subscriber must subscribe for a minimum of 25 shares. With
the exception of the ESOP, which is expected to subscribe for 8% of the shares
of Common Stock issued in the Conversion, the Plan of Conversion provides for
the following purchase limitations: (i) No Eligible Account Holder, Supplemental
Eligible Account Holder or Other Member, including, in each case, all persons on
a joint account, may purchase shares of Common Stock with an aggregate purchase
price of more than $200,000 (20,000 shares based on the Purchase Price), (ii) no
person (including all persons on a joint account), either alone or together with
associates of or persons acting in concert with such person, may purchase in the
Direct Community Offering, if any, or in the Syndicated Community Offering, if
any, shares of Common Stock with an aggregate purchase price of more than
$200,000 (20,000 shares based on the Purchase Price), and (iii) no person,
either alone or together with associates of or persons acting in concert with
such person, may purchase in the aggregate more than the overall maximum
purchase limitation of 1% of the total number of shares of Common Stock issued
in the Conversion (exclusive of any shares issued pursuant to an increase in the
Estimated Valuation Range of up to 15%). For purposes of the Plan of
Conversion, the directors are not deemed to be acting in concert solely by
reason of their Board membership. Pro rata reductions within each Subscription
Rights category will be made in allocating shares to the extent that the maximum
purchase limitations are exceeded.
The Savings Bank's and the Holding Company's Boards of Directors may, in
their sole discretion, increase the maximum purchase limitation set forth above
up to 9.99% of the shares of Common Stock sold in the Conversion, provided that
orders for shares which exceed 5% of the shares of Common Stock sold in the
Conversion may not exceed, in the aggregate, 10% of the shares sold in the
Conversion. The Savings Bank and the Holding Company do not intend to increase
the maximum purchase limitation unless market conditions are such that an
increase in the maximum purchase limitation is necessary to sell a number of
shares in excess of the minimum of the Estimated Valuation Range. If the Boards
of Directors decide to increase the purchase limitation, all persons who
subscribed for the maximum number of shares will be given the opportunity to
increase their subscriptions accordingly, subject to the rights and preferences
of any person who has priority Subscription Rights.
The term "acting in concert" is defined in the Plan of Conversion to mean
(i) knowing participation in a joint activity or interdependent conscious
parallel action towards a common goal whether or not pursuant to an express
agreement; or (ii) a combination or pooling of voting or other interests in the
securities of an issuer for a common purpose pursuant to any contract,
understanding, relationship, agreement or other arrangement, whether written or
otherwise. In general, a person who acts in concert with another party shall
also be deemed to be acting in concert with any person who is also acting in
concert with that other party.
The term "associate" of a person is defined in the Plan of Conversion to
mean (i) any corporation or organization (other than the Savings Bank or a
majority-owned subsidiary of the Savings Bank, or the Holding Company) of which
such person is an officer or partner or is, directly or indirectly, the
beneficial owner of 10% or more of any class of equity securities; (ii) any
trust or other estate in which such person has a substantial beneficial interest
or as to which such person serves as trustee or in a similar fiduciary capacity
(excluding tax-qualified employee plans); and (iii) any relative or spouse of
such person, or any relative of such spouse, who either has the same home as
such person or who is a director or officer of the Savings Bank, its subsidiary,
or the Holding Company. For example, a corporation of which a person serves as
an officer would be an associate of such person,
98
<PAGE>
and, therefore, all shares purchased by such corporation would be included with
the number of shares which such person could purchase individually under the
above limitations.
The term "officer" is defined in the Plan of Conversion to mean an
executive officer of the Savings Bank, including its Chairman of the Board,
President, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents in
charge of principal business functions, the Secretary and Treasurer as well as
any other person performing similar functions.
Common Stock purchased pursuant to the Conversion will be freely
transferable, except for shares purchased by directors and officers of the
Savings Bank and the Holding Company and by NASD members. See "--Restrictions
on Transferability by Directors and Officers and NASD Members."
Restrictions on Transferability by Directors and Officers and NASD Members
Shares of Common Stock purchased by directors and officers of the Holding
Company may not be sold for a period of one year following completion of the
Conversion, except in the event of the death of the stockholder or in any
exchange of the Common Stock in connection with a merger or acquisition of the
Holding Company. Shares of Common Stock received by directors or officers upon
exercise of options issued pursuant to the Stock Option Plan are not subject to
this restriction. Accordingly, shares of Common Stock issued by the Holding
Company to directors and officers shall bear a legend giving appropriate notice
of the restriction, and, in addition, the Holding Company will give appropriate
instructions to the transfer agent for the Holding Company's Common Stock with
respect to the restriction on transfers. Any shares issued to directors and
officers as a stock dividend, stock split or otherwise with respect to
restricted Common Stock shall be subject to the same restrictions.
Purchases of outstanding shares of Common Stock of the Holding Company by
directors, executive officers (or any person who was an executive officer or
director of the Savings Bank after adoption of the Plan of Conversion) and their
associates during the three-year period following Conversion may be made only
through a broker or dealer registered with the SEC, except with the prior
written approval of the Division. This restriction does not apply, however, to
negotiated transactions involving more than 1% of the Holding Company's
outstanding Common Stock or to the purchase of stock pursuant to the Stock
Option Plan.
The Holding Company has filed with the SEC a Registration Statement under
the Securities Act for the registration of the Common Stock to be issued
pursuant to the Conversion. The registration under the Securities Act of shares
of the Common Stock to be issued in the Conversion does not cover the resale of
such shares. Shares of Common Stock purchased by persons who are not affiliates
of the Holding Company may be resold without registration. Shares purchased by
an affiliate of the Holding Company will be subject to the resale restrictions
of Rule 144 under the Securities Act. If the Holding Company meets the current
public information requirements of Rule 144 under the Securities Act, each
affiliate of the Holding Company who complies with the other conditions of Rule
144 (including those that require the affiliate's sale to be aggregated with
those of certain other persons) would be able to sell in the public market,
without registration, a number of shares not to exceed, in any three-month
period, the greater of (i) 1% of the outstanding shares of the Holding Company
or (ii) the average weekly volume of trading in such shares during the preceding
four calendar weeks. Provision may be made in the future by the Holding Company
to permit affiliates to have their shares registered for sale under the
Securities Act under certain circumstances.
In addition, under guidelines of the NASD, members of the NASD and their
associates are subject to certain restrictions on the transfer of securities
purchased in accordance with Subscription Rights and to certain reporting
requirements upon purchase of such securities.
99
<PAGE>
RESTRICTIONS ON ACQUISITION OF THE HOLDING COMPANY
The following discussion is a summary of certain provisions of federal law
and regulations and Washington corporate law, as well as the Articles of
Incorporation and Bylaws of the Holding Company, relating to stock ownership and
transfers, the Board of Directors and business combinations, all of which may be
deemed to have "anti-takeover" effects. The description of these provisions is
necessarily general and reference should be made to the actual law and
regulations and to the Articles of Incorporation and Bylaws of the Holding
Company. See "ADDITIONAL INFORMATION" as to how to obtain a copy of these
documents.
Change of Control Regulations
The Change in Bank Control Act, together with Washington regulations,
require that the consent of the Division and the Federal Reserve be obtained
prior to any person or company acquiring "control" of a Washington-chartered
savings bank or a Washington-chartered savings bank holding company. Upon
acquiring control, such acquiror will be deemed to be a bank holding company.
Control is conclusively presumed to exist if, among other things, an individual
or company acquires the power, directly or indirectly, to direct the management
or policies of the Holding Company or the Savings Bank or to vote 25% or more of
any class of voting stock. Control is rebuttably presumed to exist under the
Change in Bank Control Act if, among other things, a person acquires more than
10% of any class of voting stock, and the issuer's securities are registered
under Section 12 of the Exchange Act or the person would be the single largest
stockholder. Restrictions applicable to the operations of bank holding
companies and conditions imposed by the Federal Reserve in connection with its
approval of such acquisitions may deter potential acquirors from seeking to
obtain control of the Holding Company. See "REGULATION -- The Holding Company."
Anti-takeover Provisions in the Holding Company's Articles of Incorporation and
Bylaws
The Articles of Incorporation and Bylaws of the Holding Company contain
certain provisions that are intended to encourage a potential acquiror to
negotiate any proposed acquisition of the Holding Company directly with the
Holding Company's Board of Directors. An unsolicited non-negotiated takeover
proposal can seriously disrupt the business and management of a corporation and
cause it great expense. Accordingly, the Board of Directors believes it is in
the best interests of the Holding Company and its stockholders to encourage
potential acquirors to negotiate directly with management. The Board of
Directors believes that these provisions will encourage such negotiations and
discourage hostile takeover attempts. It is also the Board of Directors' view
that these provisions should not discourage persons from proposing a merger or
transaction at prices reflective of the true value of the Holding Company and
that otherwise is in the best interests of all stockholders. However, these
provisions may have the effect of discouraging offers to purchase the Holding
Company or its securities which are not approved by the Board of Directors but
which certain of the Holding Company's stockholders may deem to be in their best
interests or pursuant to which stockholders would receive a substantial premium
for their shares over the current market prices. As a result, stockholders who
might desire to participate in such a transaction may not have an opportunity to
do so. Such provisions will also render the removal of the current Board of
Directors and management more difficult. The Boards of Directors of the Savings
Bank and the Holding Company believe these provisions are in the best interests
of the stockholders because they will assist the Holding Company's Board of
Directors in managing the affairs of the Holding Company in the manner they
believe to be in the best interests of stockholders generally and because a
company's board of directors is often best able in terms of knowledge regarding
the company's business and prospects, as well as resources, to negotiate the
best transaction for its stockholders as a whole.
The following description of certain of the provisions of the Articles of
Incorporation and Bylaws of the Holding Company is necessarily general and
reference should be made in each instance to such Articles of Incorporation and
Bylaws. See "ADDITIONAL INFORMATION" regarding how to obtain a copy of these
documents.
100
<PAGE>
Board of Directors. The Articles of Incorporation provide that the number
of directors shall not be less than five nor more than 15. The initial number
of directors is nine, but such number may be changed by resolution of the Board
of Directors. These provisions have the effect of enabling the Board of
Directors to elect directors friendly to management in the event of a non-
negotiated takeover attempt and may make it more difficult for a person seeking
to acquire control of the Holding Company to gain majority representation on the
Board of Directors in a relatively short period of time. The Holding Company
believes these provisions to be important to continuity in the composition and
policies of the Board of Directors.
The Articles of Incorporation provide that there will be staggered
elections of directors so that the directors will each be initially elected to
one, two or three-year terms, and thereafter all directors will be elected to
terms of three years each. This provision also has the effect of making it more
difficult for a person seeking to acquire control of the Holding Company to gain
majority representation on the Board of Directors.
Cumulative Voting. The Articles of Incorporation do not provide for
cumulative voting in an election of directors. Cumulative voting in election of
directors entitles a stockholder to cast a total number of votes equal to the
number of directors to be elected multiplied by the number of his or her shares
and to distribute that number of votes among such number of nominees as the
stockholder chooses. The absence of cumulative voting for directors limits the
ability of a minority stockholder to elect directors. Because the holder of
less than a majority of the Holding Company's shares cannot be assured
representation on the Board of Directors, the absence of cumulative voting may
discourage accumulations of the Holding Company's shares or proxy contests that
would result in changes in the Holding Company's management. The Board of
Directors believes that (i) elimination of cumulative voting will help to assure
continuity and stability of management and policies; (ii) directors should be
elected by a majority of the stockholders to represent the interests of the
stockholders as a whole rather than be the special representatives of particular
minority interests; and (iii) efforts to elect directors representing specific
minority interests are potentially divisive and could impair the operations of
the Holding Company.
Special Meetings. The Articles of Incorporation of the Holding Company
provide that special meetings of stockholders of the Holding Company may be
called by the President or by the Board of Directors. If a special meeting is
not called by such person or entity, stockholder proposals cannot be presented
to the stockholders for action until the next annual meeting. Stockholders are
not permitted to call special meetings under the Holding Company's Articles of
Incorporation.
Authorized Capital Stock. The Articles of Incorporation of the Holding
Company authorize the issuance of 50,000,000 shares of common stock and
1,000,000 shares of preferred stock. The shares of Common Stock and Preferred
Stock were authorized in an amount greater than that to be issued in the
Conversion to provide the Holding Company's Board of Directors with flexibility
to effect, among other transactions, financings, acquisitions, stock dividends,
stock splits and employee stock options. However, these additional authorized
shares may also be used by the Board of Directors consistent with its fiduciary
duty to deter future attempts to gain control of the Holding Company. The Board
of Directors also has sole authority to determine the terms of any one or more
series of Preferred Stock, including voting rights, conversion rates, and
liquidation preferences. As a result of the ability to fix voting rights for a
series of Preferred Stock, the Board has the power, to the extent consistent
with its fiduciary duty, to issue a series of Preferred Stock to persons
friendly to management in order to attempt to block a post tender offer merger
or other transaction by which a third party seeks control, and thereby assist
management to retain its position. The Holding Company's Board currently has no
plan for the issuance of additional shares, other than the issuance of
additional shares pursuant to stock benefit plans.
Director Nominations. The Articles of Incorporation of the Holding Company
require a stockholder who intends to nominate a candidate for election to the
Board of Directors at a stockholders' meeting to give written notice to the
Secretary of the Holding Company at least 30 days (but not more than 60 days) in
advance of the date of the meeting at which such nominations will be made. The
nomination notice is also required to include specified information concerning
the nominee and the proposing stockholder. The Board of Directors of the
Holding Company believes that it is in the best interests of the Holding Company
and its stockholders to provide sufficient time for the
101
<PAGE>
Board of Directors to study all nominations and to determine whether to
recommend to the stockholders that such nominees be considered.
Supermajority Voting Provisions. The Holding Company's Articles of
Incorporation require the affirmative vote of 80% of the outstanding shares
entitled to vote to approve a merger, consolidation, or other business
combination, unless the transaction is approved, prior to consummation, by the
vote of at least 80% of the number of the Continuing Directors (as defined in
the Articles of Incorporation) on the Holding Company's Board of Directors.
"Continuing Directors" generally includes all members of the Board of Directors
who are not affiliated with any individual, partnership, trust or other person
or entity (or the affiliates and associates of such person or entity) which is a
beneficial owner of 10% or more of the voting shares of the Holding Company.
This provision could tend to make the acquisition of the Holding Company more
difficult to accomplish without the cooperation or favorable recommendation of
the Holding Company's Board of Directors.
Amendment of Articles of Incorporation and Bylaws. The Holding Company's
Articles of Incorporation may be amended by the vote of the holders of a
majority of the outstanding shares of Holding Company Common Stock, except that
the provisions of the Articles of Incorporation governing (i) the duration of
the corporation, (ii) the purpose and powers of the corporation, (iii)
authorized capital stock, (iv) denial of preemptive rights, (v) the number and
staggered terms of directors, (vi) removal of directors, (vii) approval of
certain business combinations, (viii) the evaluation of certain business
combinations, (ix) elimination of directors' liability, (x) indemnification of
officers and directors, (xi) calling of special meetings of shareholders, (xii)
the authority to repurchase shares and (xiii) the manner of amending the
Articles of Incorporation may not be repealed, altered, amended or rescinded
except by the vote of the holders of at least 80% of the outstanding shares of
the Holding Company. This provision is intended to prevent the holders of a
lesser percentage of the outstanding stock of the Holding Company from
circumventing any of the foregoing provisions by amending the Articles of
Incorporation to delete or modify one of such provisions.
The Holding Company's Bylaws may only be amended by a majority vote of the
Board of Directors of the Holding Company or by the holders of at least 80% of
the outstanding stock by the Holding Company.
Purpose and Takeover Defensive Effects of the Holding Company's Articles of
Incorporation and Bylaws. The Board of Directors believes that the provisions
described above are prudent and will reduce the Holding Company's vulnerability
to takeover attempts and certain other transactions that have not been
negotiated with and approved by its Board of Directors. These provisions will
also assist in the orderly deployment of the Conversion proceeds into productive
assets during the initial period after the Conversion. The Board of Directors
believes these provisions are in the best interest of the Savings Bank and the
Holding Company and its stockholders. In the judgment of the Board of
Directors, the Holding Company's Board will be in the best position to determine
the true value of the Holding Company and to negotiate more effectively for what
may be in the best interests of its stockholders. Accordingly, the Board of
Directors believes that it is in the best interest of the Holding Company and
its stockholders to encourage potential acquirors to negotiate directly with the
Board of Directors of the Holding Company and that these provisions will
encourage such negotiations and discourage hostile takeover attempts. It is
also the view of the Board of Directors that these provisions should not
discourage persons from proposing a merger or other transaction at a price
reflective of the true value of the Holding Company and that is in the best
interest of all stockholders.
Attempts to acquire control of financial institutions and their holding
companies have recently become increasingly common. Takeover attempts that have
not been negotiated with and approved by the Board of Directors present to
stockholders the risk of a takeover on terms that may be less favorable than
might otherwise be available. A transaction that is negotiated and approved by
the Board of Directors, on the other hand, can be carefully planned and
undertaken at an opportune time in order to obtain maximum value of the Holding
Company for its stockholders, with due consideration given to matters such as
the management and business of the acquiring corporation and maximum strategic
development of the Holding Company's assets.
102
<PAGE>
An unsolicited takeover proposal can seriously disrupt the business and
management of a corporation and cause it great expense. Although a tender offer
or other takeover attempt may be made at a price substantially above the current
market prices, such offers are sometimes made for less than all of the
outstanding shares of a target company. As a result, stockholders may be
presented with the alternative of partially liquidating their investment at a
time that may be disadvantageous, or retaining their investment in an enterprise
that is under different management and whose objectives may not be similar to
those of the remaining stockholders. The concentration of control, which could
result from a tender offer or other takeover attempt, could also deprive the
Holding Company's remaining stockholders of benefits of certain protective
provisions of the Exchange Act, if the number of beneficial owners became less
than 300, thereby allowing for deregistration under the Exchange Act.
Despite the belief of the Savings Bank and the Holding Company as to the
benefits to stockholders of these provisions of the Holding Company's Articles
of Incorporation and Bylaws, these provisions may also have the effect of
discouraging a future takeover attempt that would not be approved by the Holding
Company's Board, but pursuant to which stockholders may receive a substantial
premium for their shares over then current market prices. As a result,
stockholders who might desire to participate in such a transaction may not have
any opportunity to do so. Such provisions will also render the removal of the
Holding Company's Board of Directors and of management more difficult. The
Board of Directors of the Savings Bank and the Holding Company, however, have
concluded that the potential benefits outweigh the possible disadvantages.
Following the Conversion, pursuant to applicable law and, if required,
following the approval by stockholders, the Holding Company may adopt additional
anti-takeover charter provisions or other devices regarding the acquisition of
its equity securities that would be permitted for a Washington business
corporation.
The cumulative effect of the restriction on acquisition of the Holding
Company contained in the Articles of Incorporation and Bylaws of the Holding
Company and in Federal and Washington law may be to discourage potential
takeover attempts and perpetuate incumbent management, even though certain
stockholders of the Holding Company may deem a potential acquisition to be in
their best interests, or deem existing management not to be acting in their best
interests.
DESCRIPTION OF CAPITAL STOCK OF THE HOLDING COMPANY
General
The Holding Company is authorized to issue 50,000,000 shares of Common
Stock having a par value of $.01 per share and 1,000,000 shares of preferred
stock having a par value of $.01 per share. The Holding Company currently
expects to issue up to 5,750,000 shares of Common Stock (subject to adjustment
up to 6,612,500 shares) and no shares of preferred stock in the Conversion.
Each share of the Holding Company's Common Stock will have the same relative
rights as, and will be identical in all respects with, each other share of
Common Stock. Upon payment of the Purchase Price for the Common Stock, in
accordance with the Plan of Conversion, all such stock will be duly authorized,
fully paid and nonassessable.
The Common Stock of the Holding Company will represent nonwithdrawable
capital, will not be an account of any type, and will not be insured by the FDIC
or any other government agency.
Common Stock
Dividends. The Holding Company can pay dividends out of statutory surplus
or from certain net profits if, as and when declared by its Board of Directors.
The payment of dividends by the Holding Company is subject to limitations which
are imposed by law and applicable regulation. See "DIVIDEND POLICY" and
"REGULATION." The holders of Common Stock of the Holding Company will be
entitled to receive and share equally in such dividends as may be declared by
the Board of Directors of the Holding Company out of funds legally
103
<PAGE>
available therefor. If the Holding Company issues preferred stock, the holders
thereof may have a priority over the holders of the Common Stock with respect to
dividends.
Stock Repurchases. Federal Reserve regulations place certain limitations
on the repurchase of the Holding Company's capital stock. See "REGULATION --
The Holding Company -- Stock Repurchases" and "USE OF PROCEEDS."
Voting Rights. Upon Conversion, the holders of Common Stock of the Holding
Company will possess exclusive voting rights in the Holding Company. They will
elect the Holding Company's Board of Directors and act on such other matters as
are required to be presented to them under Washington law or as are otherwise
presented to them by the Board of Directors. Except as discussed in
"RESTRICTIONS ON ACQUISITION OF THE HOLDING COMPANY," each holder of Common
Stock will be entitled to one vote per share and will not have any right to
cumulate votes in the election of directors. If the Holding Company issues
preferred stock, holders of the Holding Company preferred stock may also possess
voting rights. Certain matters require a vote of 80% of the outstanding shares
entitled to vote thereon. See "RESTRICTIONS ON ACQUISITION OF THE HOLDING
COMPANY."
As a state mutual savings bank, corporate powers and control of the Savings
Bank are vested in its Board of Directors, who elect the officers of the Savings
Bank and who fill any vacancies on the Board of Directors as it exists upon
Conversion. Subsequent to the Conversion, voting rights will be vested
exclusively in the owners of the shares of capital stock of the Savings Bank,
all of which will be owned by the Holding Company, and voted at the direction of
the Holding Company's Board of Directors. Consequently, the holders of the
Common Stock will not have direct control of the Savings Bank.
Liquidation. In the event of any liquidation, dissolution or winding up of
the Savings Bank, the Holding Company, as holder of the Savings Bank's capital
stock would be entitled to receive, after payment or provision for payment of
all debts and liabilities of the Savings Bank (including all deposit accounts
and accrued interest thereon) and after distribution of the balance in the
special liquidation account to Eligible Account Holders and Supplemental
Eligible Account Holders (see "THE CONVERSION"), all assets of the Savings Bank
available for distribution. In the event of liquidation, dissolution or winding
up of the Holding Company, the holders of its common stock would be entitled to
receive, after payment or provision for payment of all its debts and
liabilities, all of the assets of the Holding Company available for
distribution. If Holding Company preferred stock is issued, the holders thereof
may have a priority over the holders of the Common Stock in the event of
liquidation or dissolution.
Preemptive Rights. Holders of the Common Stock of the Holding Company will
not be entitled to preemptive rights with respect to any shares that may be
issued. The Common Stock is not subject to redemption.
Preferred Stock
None of the shares of the authorized Holding Company preferred stock will
be issued in the Conversion there are no plans to issue the preferred stock.
Such stock may be issued with such designations, powers, preferences and rights
as the Board of Directors may from time to time determine. The Board of
Directors can, without stockholder approval, issue preferred stock with voting,
dividend, liquidation and conversion rights that could dilute the voting
strength of the holders of the Common Stock and may assist management in
impeding an unfriendly takeover or attempted change in control.
Restrictions on Acquisition
Acquisitions of the Holding Company are restricted by provisions in its
Articles of Incorporation and Bylaws and by the rules and regulations of various
regulatory agencies. See "REGULATION" and "RESTRICTIONS ON ACQUISITION OF THE
HOLDING COMPANY."
104
<PAGE>
REGISTRATION REQUIREMENTS
The Holding Company will register the Common Stock with the SEC
pursuant to Section 12(g) of the Exchange Act upon the completion of the
Conversion and will not deregister its Common Stock for a period of at least
three years following the completion of the Conversion. Upon such registration
the proxy and tender offer rules, insider trading reporting requirements and
restrictions, annual and periodic reporting and other requirements of the
Exchange Act will be applicable to the Holding Company.
LEGAL AND TAX OPINIONS
The legality of the Common Stock has been passed upon for the Holding
Company by Breyer & Aguggia, Washington, D.C. The federal tax consequences of
the Offerings have been opined upon by Breyer & Aguggia and the Washington tax
consequences of the Offerings have been opined upon by Dwyer Pemberton and
Coulson, P.C., Tacoma, Washington. Breyer & Aguggia and Dwyer Pemberton &
Coulson, P.C. have consented to the references herein to their opinions. Certain
legal matters will be passed upon for Webb by Muldoon, Murphy & Faucette,
Washington, D.C.
EXPERTS
The consolidated financial statements of the Savings Bank as of
September 30, 1995 and 1996, and for each of the years in the three year period
ended September 30, 1996 included in this Prospectus have been so included in
reliance upon the report of Dwyer Pemberton & Coulson, P.C., independent
certified public accountants, appearing elsewhere herein, and upon the authority
of said firm as experts in accounting and auditing.
RP Financial has consented to the publication herein of the summary of
its letter to the Savings Bank setting forth its opinion as to the estimated pro
forma market value of the Holding Company and the Savings Bank and to the use of
its name and statements with respect to it appearing herein.
ADDITIONAL INFORMATION
The Holding Company has filed with the SEC a Registration Statement on
Form S-1 (File No. 333-_____) under the Securities Act with respect to the
Common Stock offered in the Conversion. This Prospectus does not contain all
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the SEC. Such
information may be inspected at the public reference facilities maintained by
the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549; 500 West
Madison Street, Suite 1400, Room 1100, Chicago, Illinois 60661; and 75 Park
Place, New York, New York 10007. Copies may be obtained at prescribed rates
from the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Registration Statement is also available through
the SEC's World Wide Web site on the Internet (www.sec.gov)
The Savings Bank has filed with the Division an Application to Convert a
Mutual Savings Bank to a Stock Owned Savings Bank. Pursuant to the Washington
conversion regulations, this Prospectus omits certain information contained in
such Application. The Application, which contains a copy of RP Financial's
appraisal report, may be inspected at the office of the Division, Department of
Financial Institutions, General Administration Building, 3rd Floor, Room 300,
210 11th Avenue, Olympia, Washington 98504. The Savings Bank has also filed a
copy of such Application with the FDIC. Copies of the Plan of Conversion, which
includes a copy of the Savings Bank's proposed Amended Articles of Incorporation
and Stock Bylaws, and copies of the Holding Company's Articles of Incorporation
and Bylaws are available for inspection at the Savings Bank's office and may be
obtained by writing to the Savings Bank at 624 Simpson Avenue, Hoquiam,
Washington 98550; Attention: Clarence E. Hamre, Chief Executive Officer, or by
telephoning the Savings Bank at (360) 533-4747. A copy of RP Financial's
independent appraisal report is also available for inspection at the Savings
Bank.
105
<PAGE>
Index To Consolidated Financial Statements
Timberland Savings Bank, SSB and Subsidiary
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Accountant's Report...................................... F-1
Consolidated Balance Sheets as of September 30, 1995 and 1996
and June 30, 1997 (unaudited)....................................... F-2
Consolidated Statements of Income for the Years Ended September
30, 1994, 1995 and 1996 and for the Nine Months Ended
June 30, 1996 and 1997 (unaudited).................................. 21
Consolidated Statements of Capital for the Years Ended September
30, 1994, 1995 and 1996 and for the Nine Months Ended
June 30, 1997 (unaudited)........................................... F-3
Consolidated Statements of Cash Flows for the Years Ended September
30, 1994, 1995 and 1996 and for the Nine Months Ended
June 30, 1996 and 1997 (unaudited).................................. F-4
Notes to Consolidated Financial Statements........................... F-5
</TABLE>
* * *
All schedules are omitted as the required information either is not
applicable or is included in the Consolidated Financial Statements or related
Notes.
Separate financial statements for the Holding Company have not been
included since it will not engage in material transactions, if any, until after
the Conversion. The Holding Company, which has only engaged in organizational
activities to date, has no significant assets, liabilities (contingent or
otherwise), revenues or expenses.
106
<PAGE>
No dealer, salesman or any other person has been authorized to give any
information or to make any representation other than as contained in this
Prospectus in connection with the offering made hereby, and, if given or made,
such other information or representation must not be relied upon as having been
authorized by the Holding Company, the Savings Bank or Webb. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any of
the securities offered hereby to any person or in any jurisdiction in which such
offer or solicitation is not authorized or in which the person making such offer
or solicitation is not qualified to do so, or to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale hereunder shall under any circumstances
create any implication that there has been no change in the affairs of the
Holding Company, or the Savings Bank since any of the dates as of which
information is furnished herein or since the date hereof.
<TABLE>
<CAPTION>
Table of Contents Page
----------------- ----
<S> <C>
Prospectus Summary..............................
Selected Consolidated Financial Information.....
Risk Factors....................................
Timberland Bancorp, Inc.........................
Timberland Savings Bank, SSB ...................
Use of Proceeds.................................
Dividend Policy.................................
Market for Common Stock.........................
Capitalization..................................
Historical and Pro Forma Capital Compliance.....
Pro Forma Data..................................
Timberland Savings Bank, SSB and Subsidiary
Consolidated Statements of Income..............
Management's Discussion and Analysis of
Financial Condition and Results of Operations..
Business of the Holding Company.................
Business of the Savings Bank....................
Management of the Holding Company...............
Management of the Savings Bank..................
Regulation......................................
Taxation........................................
The Conversion..................................
Restrictions on Acquisition of the Holding
Company........................................
Description of Capital Stock of the Holding
Company........................................
Registration Requirements.......................
Legal and Tax Opinions..........................
Experts.........................................
Additional Information..........................
Index to Consolidated Financial Statements......
</TABLE>
Until the later of ___________ __, 1997, or 25 days after commencement of the
Syndicated Community Offering of Common Stock, if any, all dealers effecting
transactions in the registered securities, whether or not participating in this
distribution, may be required to deliver a prospectus. This is in addition to
the obligation of dealers to deliver a prospectus when acting as underwriters
and with respect to their unsold allotments or subscriptions.
TIMBERLAND BANCORP, INC.
[LOGO OF TIMBERLAND BANCORP, INC. APPEARS HERE]
(Proposed Holding Company for Timberland
Savings Bank, SSB)
4,250,000 to 5,750,000 Shares of
Common Stock
----------------
Prospectus
----------------
CHARLES WEBB AND COMPANY,
a division of Keefe, Bruyette & Woods, Inc.
_________ __, 1997
<PAGE>
[LETTERHEAD OF DWYER PEMBERTON AND COULSON, P.C. APPEARS HERE]
Board of Trustees
Timberland Savings Bank, S.S.B.
We have audited the accompanying consolidated balance sheets of Timberland
Savings Bank, S.S.B. and subsidiary as of September 30, 1995 and 1996, and the
related consolidated statements of income, capital, and cash flows for each of
the three years in the period ended September 30, 1996. These consolidated
financial statements are the responsibility of the Savings Bank's management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Timberland Savings
Bank, S.S.B. and subsidiary as of September 30, 1995 and 1996, and the results
of their operations and their cash flows for each of the three years in the
period ended September 30, 1996, in conformity with generally accepted
accounting principles.
As discussed in Note 1 to the consolidated financial statements, the Savings
Bank adopted Statement of Financial Accounting Standards No. 115, Accounting For
Certain Investments in Debt and Equity Securities, as of October 1, 1994, and
adopted Statement of Financial Accounting Standards No. 107, Disclosures About
Fair Value of Financial Instruments, as of September 30, 1996.
Dwyer, Pemberton & Coulson
November 22, 1996
Tacoma, Washington
F-1
<PAGE>
TIMBERLAND SAVINGS BANK, S.S.B.
CONSOLIDATED BALANCE SHEETS
September 30, 1995, and 1996
and June 30, 1997 (Unaudited)
================================================================================
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 30
-------------------------- JUNE 30
1995 1996 1997
-------------------------- ------------
<S> <C> <C> <C>
Cash and due from financial institutions:
Noninterest bearing deposits $ 3,913,209 $ 3,930,641 $ 5,076,349
Interest bearing deposits 947,111 1,124,684 756,569
------------ ------------ ------------
4,860,320 5,055,325 5,832,918
------------ ------------ ------------
Investments and mortgage-backed securities:
Held to maturity, market value: 1995 - $9,761,569;
1996 - $4,865,614; 1997 - $4,147,656 9,855,642 4,950,794 4,171,739
Available for sale, cost: 1995 - $1,427,380;
1996 - $1,551,540 - 1997 - $1,555,100 1,449,100 1,571,676 1,555,100
------------ ------------ ------------
11,304,742 6,522,470 5,726,839
------------ ------------ ------------
Loans receivable - net 150,999,204 170,368,073 182,077,908
Loans held for sale - at market value 5,523,736 6,126,870 5,409,767
------------ ------------ ------------
156,522,940 176,494,943 187,487,675
------------ ------------ ------------
Accrued interest receivable 1,019,918 1,056,885 973,057
Premises and fixed assets - net 3,608,003 4,856,347 5,492,102
Other real estate owned - net 209,029 124,533 317,407
Other assets 235,972 246,301 357,552
------------ ------------ ------------
TOTAL ASSETS $177,760,924 $194,356,804 $206,187,550
============ ============ ============
<CAPTION>
LIABILITIES AND CAPITAL
LIABILITIES
<S> <C> <C> <C>
Deposits $143,084,223 $156,549,417 $167,140,412
Federal Home Loan Bank advances 14,958,128 14,354,380 13,770,579
Other liabilities and accrued expenses 1,066,030 2,123,705 1,410,681
------------ ------------ ------------
TOTAL LIABILITIES 159,108,381 173,027,502 182,321,672
------------ ------------ ------------
CAPITAL
Undivided profits 18,638,186 21,315,990 23,865,878
Net unrealized appreciation in equity investments,
net of deferred federal income taxes of $6,824
in 1996 and $7,363 in 1995 14,357 13,312 -0-
------------ ------------ ------------
TOTAL CAPITAL 18,652,543 21,329,302 23,865,878
------------ ------------ ------------
TOTAL LIABILITIES AND CAPITAL $177,760,924 $194,356,804 $206,187,550
============ ============ ============
</TABLE>
See accompanying notes.
F-2
<PAGE>
TIMBERLAND SAVINGS BANK, S.S.B.
CONSOLIDATED STATEMENTS OF CAPITAL
For the years ended September 30, 1994, 1995 and 1996
and for the nine months ended June 30, 1997 (Unaudited)
================================================================================
<TABLE>
<CAPTION>
NET
UNREALIZED
APPRECIATION
UNDIVIDED IN EQUITY TOTAL
PROFITS INVESTMENTS CAPITAL
-----------------------------------------
<S> <C> <C> <C>
BALANCE, October 1, 1993 $ 13,005,006 $ -0- $ 13,005,006
Net income 2,633,487 2,633,487
-----------------------------------------
BALANCE, September 30, 1994 15,638,493 15,638,493
Net income 2,999,693 2,999,693
Unrealized appreciation in available-
for-sale investments, net of
deferred income taxes of $7,363 14,357 14,357
-----------------------------------------
BALANCE, September 30, 1995 18,638,186 14,357 18,652,543
Net income 2,677,804 2,677,804
Unrealized depreciation in
available-for-sale investments,
net of deferred income taxes
of $539 (1,045) (1,045)
-----------------------------------------
BALANCE, September 30, 1996 21,315,990 13,312 21,329,302
Net income (unaudited) 2,549,888 2,549,888
Realized gain on sale of investments,
net of deferred income taxes of
$6,824 (13,312) (13,312)
-----------------------------------------
BALANCE, June 30, 1997 (unaudited) $ 23,865,878 $ -0- $ 23,865,878
=========================================
</TABLE>
See accompanying notes.
F-3
<PAGE>
TIMBERLAND SAVINGS BANK, S.S.B.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended September 30, 1994, 1995 and 1996
and for the nine months ended June 30, 1996 and 1997 (Unaudited)
================================================================================
<TABLE>
<CAPTION>
SEPTEMBER 30 JUNE 30
------------------------------------------- ----------------------------
1994 1995 1996 1996 1997
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income $ 2,633,487 $ 2,999,693 $ 2,677,804 $ 2,280,021 $ 2,549,888
------------------------------------------ ---------------------------
Noncash revenues, expenses,
gains and losses included in
income:
Depreciation 164,857 223,346 243,291 171,269 210,320
Deferred federal income taxes 76,000 180,000 (188,000) 20,000 118,000
Federal Home Loan Bank
stock dividends (108,500) (82,900) (107,000) (78,000) (84,800)
Market value adjustment -
loans held for sale 26,082 (23,502) 86,793 117,801 (26,631)
Loss (gain) on sale of other
real estate owned, net (168,324) 20,591 (28) (28) (12,358)
FIIG stock dividends -0- (14,080) (17,160) (17,160) -0-
Provision for loan and other
real estate owned losses -0- -0- 72,000 45,000 334,282
Increase in other assets, net (90,453) (288,707) (47,296) (60,736) (27,423)
Increase (decrease) in other
liabilities and accrued
expenses, net 246,254 (104,412) 1,245,675 349,006 (831,024)
------------------------------------------ ---------------------------
145,916 (89,664) 1,288,275 547,152 (319,634)
------------------------------------------ ---------------------------
NET CASH PROVIDED
BY OPERATING
ACTIVITIES 2,779,403 2,910,029 3,966,079 2,827,173 2,230,254
------------ ------------ ------------ ------------ ------------
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of investments and
mortgage-backed securities (13,822,695) (2,552,775) -0- -0- -0-
Sales of investments and
principal repayments on
mortgage-backed securities 1,787,106 8,695,567 4,905,387 4,702,684 867,119
Increase in loans receivable
and loans held for sale, net (15,343,343) (34,941,634) (20,128,796) (12,711,152) (11,300,383)
Additions to premises and fixed
assets, net (1,211,200) (370,912) (1,491,635) (591,593) (846,075)
Additions to other real estate
owned (48,064) (14,830) (98,759) (60,767) (450,998)
Dispositions of other real estate
owned 128,606 191,726 181,283 145,221 270,482
Investment in limited partnership (45,398) (36,898) -0- -0- -0-
------------ ------------ ------------ ------------ ------------
NET CASH USED
BY INVESTING
ACTIVITIES (28,554,988) (29,029,756) (16,632,520) (8,515,607) (11,459,855)
------------ ------------ ------------ ------------ ------------
</TABLE>
F-4
<PAGE>
<TABLE>
<CAPTION>
SEPTEMBER 30 JUNE 30
----------------------------------------- ----------------------
1994 1995 1996 1996 1997
----------------------------------------- ----------------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM FINANCING
ACTIVITIES
Increase in certificates of
deposit, net 3,233,385 17,888,549 11,485,062 12,892,996 10,674,853
Increase (decrease) in other
deposits, net 33,363 (3,473,501) 1,980,132 (468,938) (83,858)
Increase (decrease) in Federal
Home Loan Bank advances, net 5,753,318 9,204,810 (603,748) (5,576,888) (583,801)
------------ ----------- ----------- ----------- -----------
NET CASH PROVIDED
BY FINANCING
ACTIVITIES 9,020,066 23,619,858 12,861,446 6,847,170 10,007,194
------------ ----------- ----------- ----------- -----------
NET INCREASE
(DECREASE) IN CASH (16,755,519) (2,499,869) 195,005 1,158,736 777,593
CASH AND DUE FROM FINANCIAL
INSTITUTIONS, Beginning 24,115,708 7,360,189 4,860,320 4,860,320 5,055,325
------------ ----------- ----------- ----------- -----------
CASH AND DUE FROM FINANCIAL
INSTITUTIONS, Ending $ 7,360,189 $ 4,860,320 $ 5,055,325 $ 6,019,056 $ 5,832,918
============ =========== =========== =========== ===========
<CAPTION>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<S> <C> <C> <C> <C> <C>
Income taxes paid $ 1,075,095 $ 1,450,000 $ 1,545,000 $ 1,095,000 $ 1,303,367
Interest paid $ 4,689,237 $ 6,255,112 $ 7,628,336 $ 5,127,058 $ 6,232,147
<CAPTION>
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES
<S> <C> <C> <C> <C> <C>
Market value adjustment of
investments held for sale $ -0- $ 21,720 $ (1,584) $ (3,960) $ (20,136)
Deferred federal income taxes
on market value adjustment of
investments held for sale $ -0- $ (7,363) $ 539 $ 1,347 $ 6,824
Loans transferred to other real
estate owned $ 273,653 $ -0- $ 85,253 $ 66,309 $ 390,838
</TABLE>
See accompanying notes.
F-5
<PAGE>
TIMBERLAND SAVINGS BANK, S.S.B.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended September 30, 1995 and 1996
and for the nine months ended June 30, 1996 and 1997 (Unaudited)
NOTE 1. Organization and Summary of Significant Accounting Policies
Timberland Savings Bank, S.S.B. (the Savings Bank) was established in
1915 and provides financial services to borrowers and depositors
located primarily in Western Washington.
The accounting principles followed by the Savings Bank and its wholly-
owned subsidiary, Timberland Service Corp., and the methods of applying
them conform with generally accepted accounting principles and with
general industry practice. The more significant accounting policies are
summarized below.
Principles of Consolidation:
All significant intercompany balances and transactions between the
Savings Bank and its subsidiary have been eliminated in consolidation.
Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Financial Instruments:
For the year ended September 30, 1996, the Savings Bank has adopted
Statement of Financial Accounting Standards (SFAS) No. 107, Disclosures
About Fair Value of Financial Instruments. Under SFAS No. 107, the fair
value of a financial instrument is the amount at which the instrument
could be exchanged in a current transaction between willing parties
(Note 14).
Investments and Mortgage-Backed Securities:
In accordance with Statement of Financial Accounting Standards No. 115,
Accounting for Certain Investments in Debt and Equity Securities, the
Savings Bank has classified its investments and mortgage-backed
securities as follows:
Held-to-Maturity: Debt securities that management has the positive
----------------
intent and ability to hold until maturity are classified as held-to-
maturity and are stated at their remaining unpaid principal balance,
net of unamortized premiums or unaccreted discounts. Premiums are
amortized and discounts are accreted using the interest method.
Available-for-Sale: Debt and equity securities that will be held for
------------------
indefinite periods of time, including securities that may be sold in
response to changes in market interest rates, prepayment rates, need
for liquidity, and changes in the availability of and the yield of
alternative investments are classified as available-for-sale. These
assets are stated at market value. Market value is determined using
published quotes as of the close of business. Unrealized gains and
losses are excluded from earnings and reported as a separate component
of capital until realized.
Trading Securities: Debt and equity securities that are bought and held
------------------
principally for the purpose of selling them in the near term are
classified as trading securities and stated at market value with
unrealized gains and losses included in earnings. The Savings Bank has
no investments or mortgage-backed securities classified for trading
purposes.
F-6
<PAGE>
NOTE 1. (Continued)
Gains or losses upon disposition of securities, regardless of
classification, are based on the net proceeds and the adjusted stated
amount of the securities sold, using the specific-identification
method.
Loans Receivable:
----------------
Loans receivable are reported at the principal amount outstanding, net
of loans in process of completion, unearned income, an allowance for
loans losses and participating interests sold.
Allowance for Losses:
Allowances for losses on specific problem loans and other real estate
owned are charged to earnings when it is determined that the value of
these loans and properties, in the judgment of management, is impaired.
In addition to specific reserves, the Savings Bank also maintains
general provisions for loan losses based on evaluating known and
inherent risks in the loan portfolio, including management's continuing
analysis of the factors and trends underlying the quality of the loan
portfolio. These factors include changes in the size and composition of
the loan portfolio, actual loan loss experience, current and
anticipated economic conditions, detailed analysis of individual loans
for which full collectibility may not be assured, and determination of
the existence and realizable value of the collateral and guarantees
securing the loans. The ultimate recovery of loans is susceptible to
future market factors beyond the Savings Bank's control, which may
result in losses or recoveries differing significantly from those
provided in the consolidated financial statements.
The Savings Bank accounts for impaired loans in accordance with SFAS
No. 114, Accounting by Creditors for Impairment of a Loan, as amended
by SFAS No. 118, Accounting by Creditors for Impairment of a Loan-
Income Recognition and Disclosures. These statements address the
disclosure requirements and allocations of the allowance for loan
losses for certain impaired loans. A loan within the scope of these
statements is considered impaired when, based on current information
and events, it is probable that a creditor will be unable to collect
all amounts due according to the contractual terms of the loan
agreement, including scheduled interest payments. The Savings Bank
excludes smaller balance homogeneous loans, including single family
residential and consumer loans from the scope of this statement.
When a loan has been identified as being impaired, the amount of the
impairment is measured by using discounted cash flows, except when it
is determined that the sole source of repayment for the loan is the
operation or liquidation of the underlying collateral. In such case,
impairment is measured at current fair value of the collateral, reduced
by estimated selling costs. When the measurement of the impaired loan
is less than the recorded investment in the loan (including accrued
interest and net deferred loan fees or costs), loan impairment is
recognized by establishing or adjusting an allocation of the allowance
for loan losses. The Savings Bank generally considers loans on a
nonaccrual status to be impaired. SFAS No. 114, as amended, does not
change the timing of charge-offs of loans to reflect the amount
ultimately expected to be collected. At September 30, 1995 and 1996,
and at June 30, 1997, respectively, the Savings Bank had no loans
deemed to be impaired as defined by SFAS No. 114.
Loans Held for Sale:
Mortgage loans originated and intended for sale in the secondary market
are stated at the lower of cost or estimated market value in the
aggregate. Gains or losses on sales of loans are recognized at the time
of sale and include adjustments to record such loans at the lower of
cost or market. The gain or loss is determined by the difference
between the net sales proceeds and the recorded value of the loans,
including any remaining deferred loan fees.
F-7
<PAGE>
NOTE 1. (Continued)
Premises and Fixed Assets:
Premises and fixed assets are recorded at cost. Depreciation is
computed on the straight-line method over the following estimated
useful lives: buildings -thirty to forty years; furniture and
equipment - three to five years; automobile - five years. The cost of
maintenance and repairs is charged to expense as incurred.
Other Real Estate Owned:
Other real estate owned consists of properties acquired through loan
foreclosure and are initially recorded at fair value at the date of
foreclosure. Costs relating to development and improvement of property
are capitalized, whereas costs relating to holding property are
expensed.
Valuations are periodically performed by management, and an allowance
for losses is established by a charge to operations if the recorded
value of a property exceeds its estimated net realizable value.
Interest on Loans and Loan Fees:
Interest on loans is recorded as income as borrowers' monthly payments
become due. Allowances are established for uncollected interest on
loans for which the interest is determined to be uncollectible. All
loans past due three or more payments are placed on nonaccrual status
and internally classified as substandard. Any interest income recorded
in the current reporting period is fully reserved. Subsequent
collections are applied proportionately to past due principal and
interest. Loans are removed from nonaccrual status only when the loan
is deemed current, and collectibility of principal and interest is no
longer doubtful.
The Savings Bank charges fees for originating and servicing loans.
These fees are for inspection of property and other miscellaneous
services. That portion of loan fees exceeding the estimated cost of
initiating and closing loans is deferred and amortized to income, on
the level-yield basis, over the loan term. If the loan is repaid prior
to maturity, the remaining balance is credited to income at the time of
repayment.
Loan Servicing Fees:
Fees earned for servicing loans for the Federal Home Loan Mortgage
Corporation ("FHLMC") are reported as income when the related mortgage
loan payments are collected. Loan servicing costs are charged to
expense as incurred.
Income Taxes:
The Savings Bank files a consolidated federal income tax return with
its subsidiary. The Savings Bank qualifies under provisions of the
Internal Revenue Code which permit, as a deduction from taxable income,
an allowance for bad debts based on a percentage of taxable income. The
percentage method bad debt deduction available was 8 percent for the
years ended September 30, 1994, 1995 and 1996.
Due to the passage of the Small Business Job Protection Act, effective
October 1, 1996, the percentage-of-income bad debt deduction for
federal tax purposes was eliminated. In addition, federal tax bad debt
reserves which have been accumulated since October 1, 1988, that exceed
the reserves which would have been accumulated based on actual
experience, are subject to recapture over a six-year recapture period
effective for tax years beginning October 1, 1996. However, the six-
year recapture period may be postponed for up to two years provided the
Savings Bank satisfies a mortgage origination test. As of September 30,
1996, the Savings Bank's federal tax bad debt reserves subject to
recapture approximated $1,700,000.
F-8
<PAGE>
NOTE 1. (Continued)
Deferred federal income taxes result from temporary differences between
the tax basis of assets and liabilities and their reported amounts on
the financial statements. These will result in differences between
income for tax purposes and income for financial statement purposes in
future years (Note 11).
Advertising:
The Savings Bank expenses all advertising costs as incurred. Direct-
response advertising costs incurred will be capitalized and amortized
over the estimated period to be benefited.
Statement of Cash Flows:
Cash and due from financial institutions include cash, funds due from
financial institutions, and certificates of deposit with maturities of
ninety days or less.
Recently Adopted Accounting Standards:
In June 1996, the FASB issued SFAS No. 125, Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities.
This Statement amends SFAS Nos. 65 and 115 and supersedes SFAS Nos. 76,
77 and 122 and provides accounting and reporting standards for
transfers and servicing of financial assets and extinguishments of
liabilities. It requires that liabilities and derivatives incurred or
obtained by transferors as part of financial assets be initially
measured at fair value, if practicable. It also requires that servicing
assets and other retained interests in the transferred assets be
measured by allocating the previous carrying amount between the assets
sold, if any, and retained interests, if any, based on their relative
fair values at the date of the transfer. Servicing assets and
liabilities must be subsequently measured by amortization in proportion
to and over the period of estimated net servicing income or loss and
assessment for asset impairment or increased obligation based on their
fair values. This Statement is effective for transfers and servicing of
financial assets and extinguishments of liabilities occurring after
December 31, 1996. In December 1996, the FASB issued SFAS No. 127,
Deferral of the Effective Date of Certain Provision of FASB Statement
No. 125. This Statement defers the effective date of application of
certain transfer and collateral provisions of SFAS No. 125 until
January 1, 1998.
The adoption of the provisions of SFAS Nos. 125 and 127 on January 1,
1997, is not expected to have a significant impact on the Savings
Bank's financial position or results of operations.
Unaudited Financial Information:
Information as of June 30, 1997 and for the nine-month periods ended
June 30, 1996 and 1997 is unaudited. The unaudited information
furnished reflects all adjustments, which consist solely or normal
recurring accruals, which are , in the opinion of management, necessary
for a fair presentation of the financial position at June 30, 1997, and
the results of operations and cash flows for the nine-month periods
ended June 30, 1996 and 1997. The results of the nine-month periods are
not necessarily indicative of the results of the Savings Bank which may
be expected for the entire year.
Reclassifications:
Certain September 30, 1994, 1995 and 1996 amounts have been
reclassified to conform to the June 30, 1997 presentation.
F-9
<PAGE>
NOTE 2. Investments and Mortgage-Backed Securities
The following tables summarize the amortized cost, gross unrealized
gains and losses, and the estimated market value of the Bank's
investments and mortgage-backed securities at September 30, 1995 and
1996, and at June 30, 1997:
<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
1995 COST GAINS LOSSES VALUE
- ---- -----------------------------------------------------
<S> <C> <C> <C> <C>
Held-to-Maturity
U.S. Government and
agencies $ 3,503,549 $ -0- $ (9,644) $ 3,493,905
Mortgage-backed securities:
FHLMC 2,505,635 2,860 (42,732) 2,465,763
FNMA 2,019,508 2,091 (47,591) 1,974,008
GNMA 1,826,950 3,283 (2,340) 1,827,893
-----------------------------------------------------
TOTAL HELD-TO-
MATURITY $ 9,855,642 $ 8,234 $ (102,307) $ 9,761,569
=====================================================
Available-for-Sale
FHLB stock $ 1,363,300 $ -0- $ -0- $ 1,363,300
FIIG stock 64,080 21,720 85,800
-----------------------------------------------------
TOTAL AVAILABLE-
FOR-SALE $ 1,427,380 $ 21,720 $ -0- $ 1,449,100
=====================================================
1996
----
Held-to-Maturity
Mortgage-backed securities:
FHLMC $ 1,848,550 $ 2,356 $ (28,472) $ 1,822,434
FNMA 1,536,235 5,095 (58,637) 1,482,693
GNMA 1,566,009 -0- (5,522) 1,560,487
-----------------------------------------------------
TOTAL HELD-TO-
MATURITY $ 4,950,794 $ 7,451 $ (92,631) $ 4,865,614
=====================================================
Available-for-Sale
FHLB stock $ 1,470,300 $ -0- $ -0- $ 1,470,300
FIIG stock 81,240 20,136 101,376
-----------------------------------------------------
TOTAL AVAILABLE-FOR-
SALE $ 1,551,540 $ 20,136 $ -0- $ 1,571,676
=====================================================
1997 (Unaudited)
- ---------------
Held-to-Maturity
Mortgage-backed securities:
FHLMC $ 1,457,816 $ 6,327 $ (15,973) $ 1,448,170
FNMA 1,307,476 9,754 (47,937) 1,269,293
GNMA 1,406,447 23,746 -0- 1,430,193
-----------------------------------------------------
TOTAL HELD-TO-
MATURITY $ 4,171,739 $ 39,827 $ (63,910) $ 4,147,656
=====================================================
Available-for-Sale
FHLB stock $ 1,555,100 $ -0- $ -0- $ 1,555,100
=====================================================
</TABLE>
The FHLB stock has a par value of $100 per share and is recorded at
cost. Stock owned in excess of required amounts can only be redeemed by
the Federal Home Loan Bank of Seattle.
Mortgage-backed securities pledged as collateral for public fund
deposits totaled $1,320,000, $1,161,000 and $1,747,000 at September 30,
1995 and 1996, and at June 30, 1997, respectively.
F-10
<PAGE>
NOTE 2. (Continued)
The contractual maturity of investments and mortgage-backed securities
at June 30, 1997 follows. Expected maturities may differ from
contractual maturities due to the prepayment of principal or call
provision.
<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
-------------------------------------------------------
<S> <C> <C> <C> <C>
Held-To-Maturity:
- -----------------
Due after 1 year through 5 years $ 997,155 $ 584 $ (15,973) $ 981,766
Due after 10 years 3,174,584 39,243 (47,937) 3,165,890
-------------------------------------------------------
4,171,739 39,827 (63,910) 4,147,656
-------------------------------------------------------
Available-For-Sale:
- -------------------
FHLB stock 1,555,100 1,555,100
-------------------------------------------------------
TOTAL $5,726,839 $ 39,827 $ (63,910) $ 5,702,756
=======================================================
</TABLE>
NOTE 3. Loans Receivable - Net and Loans Held for Sale
Loans receivable including loans held for sale consisted of the
following:
<TABLE>
<CAPTION>
September 30
------------------------------ June 30, 1997
1995 1996 (Unaudited)
------------------------------ -------------
<S> <C> <C> <C>
Mortgage loans:
One-to-four family $ 88,055,913 $ 89,761,659 $ 96,484,011
Multi-family 10,964,753 12,569,371 12,644,422
Commercial 15,591,521 26,529,011 28,867,220
Construction and land development 42,751,879 47,140,084 42,871,616
Land 6,117,622 6,115,264 6,854,959
-----------------------------------------------
TOTAL MORTGAGE LOANS 163,481,688 182,115,389 187,722,228
-----------------------------------------------
Consumer loans:
Home equity and second mortgage 5,201,378 6,576,284 7,897,564
Other 2,020,050 2,474,958 2,784,813
-----------------------------------------------
TOTAL CONSUMER LOANS 7,221,428 9,051,242 10,682,377
-----------------------------------------------
Commercial business loans 231,050 475,731 718,184
-----------------------------------------------
TOTAL LOANS RECEIVABLE 170,934,166 191,642,362 199,122,789
-----------------------------------------------
Less:
Undisbursed portion of loans in process 17,261,784 18,433,608 13,887,111
Unearned income 1,554,019 1,707,718 1,704,160
Allowance for loan losses 1,119,159 1,132,963 1,453,610
-----------------------------------------------
19,934,962 21,274,289 17,044,881
-----------------------------------------------
LOANS RECEIVABLE - NET 150,999,204 170,368,073 182,077,908
-----------------------------------------------
Loans held for sale 5,526,316 6,216,243 5,472,509
Market-value adjustment (2,580) (89,373) (62,742)
-----------------------------------------------
LOANS HELD FOR SALE - NET 5,523,736 6,126,870 5,409,767
-----------------------------------------------
LOANS RECEIVABLE AND
LOANS HELD FOR SALE - NET $ 156,522,940 $ 176,494,943 $ 187,487,675
===============================================
</TABLE>
F-11
<PAGE>
NOTE 3. (Continued)
The composition of loans receivable including loans held for sale by
interest rate type at June 30, 1997(unaudited), is as follows:
<TABLE>
<CAPTION>
FIXED ADJUSTABLE
RATE RATE TOTAL
----------------------------------------
<S> <C> <C> <C>
Mortgage loans:
One-to-four family $ 14,071,305 $ 87,885,215 $101,956,520
Multi-family 5,411,504 7,232,918 12,644,422
Commercial 7,630,452 21,236,768 28,867,220
Construction and land development 32,544,567 10,327,049 42,871,616
Land 6,835,272 19,687 6,854,959
----------------------------------------
TOTAL MORTGAGE LOANS 66,493,100 126,701,637 193,194,737
----------------------------------------
Consumer loans:
Home equity and second mortgage 5,887,285 2,010,279 7,897,564
Other 2,689,433 95,380 2,784,813
----------------------------------------
TOTAL CONSUMER LOANS 8,576,718 2,105,659 10,682,377
----------------------------------------
Commercial business loans 709,072 9,112 718,184
----------------------------------------
TOTAL LOANS $ 75,778,890 $128,816,408 204,595,298
========================== ------------
Less:
Undisbursed portion of loans in process 13,887,111
Unearned income 1,704,160
Allowance for loan losses 1,453,610
Market-value adjustment - loans held for sale 62,742
------------
17,107,623
------------
LOANS RECEIVABLE AND LOANS HELD FOR SALE - NET $187,487,675
============
</TABLE>
F-12
<PAGE>
NOTE 3. (Continued)
The contractual maturity of loans receivable including loans held for
sale at June 30, 1997 (unaudited), is as follows:
<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS
WITHIN TO TO TO AFTER
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS TEN YEARS TOTAL
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mortgage loans:
One-to-four
family $ 2,394,400 $ 780,830 $1,264,477 $ 3,763,292 $ 93,753,521 $101,956,520
Multi-family 58 2,088 207,564 7,254,424 5,180,288 12,644,422
Commercial 600,174 259,388 527,524 9,729,003 17,751,131 28,867,220
Construction
and land
development 18,821,964 10,268,007 17,883 814,000 12,949,762 42,871,616
Land 434,727 1,706,356 4,248,317 322,429 143,130 6,854,959
------------------------------------------------------------------------------
TOTAL MORT-
GAGE LOANS 22,251,323 13,016,669 6,265,765 21,883,148 129,777,832 193,194,737
------------------------------------------------------------------------------
Consumer loans:
Home equity and
second mortgage 2,274,615 545,389 1,359,752 1,656,378 2,061,430 7,897,564
Other 1,190,040 583,301 649,050 167,775 194,647 2,784,813
------------------------------------------------------------------------------
TOTAL CON-
SUMER LOANS 3,464,655 1,128,690 2,008,802 1,824,153 2,256,077 10,682,377
------------------------------------------------------------------------------
Commercial business
loans 80,634 22,625 599,919 15,006 -0- 718,184
------------------------------------------------------------------------------
TOTAL LOANS $25,796,612 $14,167,984 $8,874,486 $23,722,307 $132,033,909 204,595,298
================================================================ ------------
Less:
Undisbursed portion of loans in process 13,887,111
Unearned income 1,704,160
Allowance for loan losses 1,453,610
Market-value adjustment - loans held for sale 62,742
------------
17,107,623
------------
LOANS RECEIVABLE AND LOANS HELD FOR SALE - NET $187,487,675
============
</TABLE>
The weighted average interest rate on all loans at September 30, 1995
and 1996, and at June 30, 1997, was 8.60 percent, 8.77 percent and
8.80 percent respectively.
Loans serviced for the Federal Home Loan Mortgage Corporation and
others at September 30, 1995 and 1996, and at June 30, 1997, totaled
$43,531,000, $45,859,000 and $53,968,000 respectively.
At September 30, 1995 and 1996, and at June 30, 1997, the Savings
Bank had commitments outstanding to originate mortgage loans at
current market rates totaling $8,000,000, $2,642,000 and $4,731,000
respectively.
At September 30, 1995 and 1996, and at June 30, 1997, the Savings
Bank had commitments outstanding for nonmortgage loans totaling
$1,396,000, $1,621,000 and $1,869,000 respectively.
Officers, employees and trustees of the Savings Bank have outstanding
loans which were made in the ordinary course of business. At
September 30, 1995 and 1996, and at June 30, 1997, such loans
approximated $1,606,000, $1,862,000 and $1,883,000 respectively.
An analysis of loans outstanding to executive officers and trustees,
net of percentage sold, follows:
<TABLE>
<CAPTION>
September 30
----------------------------- June 30, 1997
1995 1996 (Unaudited)
----------------------------- -----------
<S> <C> <C> <C>
Balance, Beginning of period $ 499,786 $ 702,392 $845,444
New loans 381,190 377,150 17,500
Repayments/sales (178,584) (234,098) (56,027)
------------------------- --------
Balance, End of period $ 702,392 $ 845,444 $806,917
========================= ========
</TABLE>
F-13
<PAGE>
NOTE 3. (Continued)
At September 30, 1995 and 1996, and at June 30, 1997, the Savings
Bank had non-accruing loans totaling approximately $1,037,000,
$1,520,000 and $7,730,000 respectively. At June 30, 1997,
approximately $303,000 of loans were past due ninety days or more and
still accruing. Unrecorded interest on the non-accrual loans totaled
approximately $214,000 at June 30, 1997. No interest income was
recorded on non-accrual loans for the nine months ended June 30,
1997.
An analysis of the allowance for loan losses follows:
<TABLE>
<CAPTION>
Nine months ended
Year ended September 30 ----------------------------
------------------------------------------ June 30, 1996 June 30, 1997
1994 1995 1996 (Unaudited) (Unaudited)
------------------------------------------ ----------------------------
<S> <C> <C> <C> <C> <C>
Balance, Beginning of period $1,137,983 $1,120,108 $1,119,159 $1,119,159 $1,132,963
Provision for loan losses 70,000 45,000 334,282
Transfers (54,718) (18,656) (3,000)
Loans charged off (17,875) (949) (1,478) (422) (19,160)
Recoveries 8,525
------------------------------------------ ----------------------------
Balance, End of period $1,120,108 $1,119,159 $1,132,963 $1,145,081 $1,453,610
========================================== ============================
</TABLE>
NOTE 4. Premises and Fixed Assets
Premises and fixed assets consisted of the following:
<TABLE>
<CAPTION>
September 30
-------------------------- June 30, 1997
1995 1996 (Unaudited)
-------------------------- -------------
<S> <C> <C> <C>
Land $1,130,286 $1,130,286 $1,426,586
Office buildings and improvements 3,035,138 3,073,018 3,566,258
Furniture and equipment 1,578,558 1,680,731 1,705,723
Automobiles 35,181 21,883 21,883
Property held for future expansion 20,584 20,584 20,584
Construction and purchases in progress 14,931 1,230,679 1,237,765
-------------------------- ----------
5,814,678 7,157,181 7,978,799
Less accumulated depreciation 2,206,675 2,300,834 2,486,697
-------------------------- ----------
TOTAL $3,608,003 $4,856,347 $5,492,102
========================== ==========
</TABLE>
The construction and purchases in progress account includes the
expenditures for the South Hill and Lacey branch offices which are
substantially completed at June 30, 1997.
NOTE 5. Other Real Estate Owned
Other real estate owned consisted of the following:
<TABLE>
<CAPTION>
September 30
------------------------- June 30, 1997
1995 1996 (Unaudited)
------------------------- -------------
<S> <C> <C> <C>
Real estate acquired through
foreclosure $222,543 $194,765 $349,577
Allowance for possible losses (13,514) (70,232) (32,170)
------------------------- --------
TOTAL $209,029 $124,533 $317,407
========================= ========
</TABLE>
F-14
<PAGE>
NOTE 5. (Continued)
An analysis of the allowance for possible losses follows:
<TABLE>
<CAPTION>
Nine months ended
Year ended September 30 ------------------------------
--------------------------------------------------- June 30, 1996 June 30, 1997
1994 1995 1996 (Unaudited) (Unaudited)
---------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C> <C>
Balance, Beginning of period $ 24,147 $ 13,514 $ 13,514 $ 13,514 $ 70,232
Provision for additional losses 105 17,550 2,000
Transfers 54,718 18,656 3,000
Charged off (10,738) (17,550) (41,062)
-----------------------------------------------------------------------------------
Balance, End of period $ 13,514 $ 13,514 $ 70,232 $ 32,170 $ 32,170
=================================================== ============================
</TABLE>
NOTE 6. Accrued Interest Receivable
Accrued interest receivable consisted of the following:
<TABLE>
<CAPTION>
September 30
-------------------------- June 30, 1997
1995 1996 (Unaudited)
-------------------------- ----------
<S> <C> <C> <C>
Loans receivable $ 939,752 $1,102,107 $1,226,698
Less reserve for uncollected interest 31,852 84,204 291,485
-------------------------- ----------
907,900 1,017,903 935,213
Interest bearing deposits and securities 112,018 38,982 37,844
-------------------------- ----------
TOTAL $1,019,918 $1,056,885 $ 973,057
========================== ==========
</TABLE>
NOTE 7. Deposits
Deposits consisted of the following:
<TABLE>
<CAPTION>
September 30
---------------------------- June 30, 1997
1995 1996 (Unaudited)
---------------------------- ------------
<S> <C> <C> <C>
Noninterest bearing $ 3,116,078 $ 3,571,060 $ 4,601,368
N.O.W. checking 17,524,549 18,002,534 17,514,549
Passbook savings 25,552,625 25,400,165 25,130,455
Money market accounts 12,734,336 13,364,304 13,666,733
Certificates of deposit 81,847,159 93,332,220 104,007,073
Other 2,309,476 2,879,134 2,220,234
---------------------------- ------------
TOTAL $143,084,223 $156,549,417 $167,140,412
============================ ============
</TABLE>
The weighted-average interest rate on all deposits at September 30,
1995 and 1996, and at June 30, 1997, was 4.60 percent, 4.55 percent
and 4.61 percent respectively.
Officers, employees and trustees of the Savings Bank have deposits
totaling $1,083,650, $1,089,823 and $1,024,895 at September 30, 1995
and 1996, and at June 30, 1997 respectively.
Deposits of $100,000 or greater totaled $14,771,000, $17,721,000 and
$24,577,000 at September 30, 1995 and 1996, and at June 30, 1997
respectively.
F-15
<PAGE>
NOTE 7. (Continued)
Scheduled maturities of certificates of deposit accounts are as
follows:
<TABLE>
<CAPTION>
September 30
------------------------ June 30, 1997
1995 1996 (Unaudited)
------------------------ -------------
<S> <C> <C> <C>
Within one year $52,658,051 $64,201,806 $77,096,398
One to two years 19,434,194 18,737,200 19,100,079
Two to five years 8,911,170 9,814,221 7,392,986
After five years 843,744 578,993 417,610
------------------------ ------------
TOTAL $81,847,159 $93,332,220 $104,007,073
======================== ============
</TABLE>
Certificates of deposit by scheduled maturity and interest rate at
June 30, 1997 (unaudited), are as follows:
<TABLE>
<CAPTION>
WITHIN ONE TO TWO TO OVER FIVE
INTEREST RATE RANGE ONE YEAR TWO YEARS FIVE YEARS YEARS TOTAL
------------------- ---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
2.00 - 3.99% $ 158,181 $ -0- $ -0- $ -0- $ 158,181
5.00 - 5.99% 65,640,923 14,228,048 3,576,988 319,414 83,765,373
6.00 - 6.99% 10,843,217 1,901,576 2,195,512 1,095 14,941,400
7.00 and over 454,077 2,970,455 1,620,486 97,101 5,142,119
---------------------------------------------------------------------
TOTAL $77,096,398 $19,100,079 $ 7,392,986 $ 417,610 $104,007,073
=====================================================================
</TABLE>
Interest expense, by account type, is as follows:
<TABLE>
<CAPTION>
Nine months ended
Year ended September 30 ----------------------------
---------------------------------------- June 30, 1996 June 30, 1997
1994 1995 1996 (Unaudited) (Unaudited)
---------------------------------------- ---------------------------
<S> <C> <C> <C> <C> <C>
Certificates of deposit $ 2,854,986 $ 3,980,879 $ 5,270,398 $ 3,892,999 $ 4,302,246
Money market accounts 379,040 468,575 520,235 392,546 377,370
Passbook savings 954,096 820,657 737,665 550,266 555,880
N.O.W. checking 427,956 425,493 421,187 311,337 329,734
---------------------------------------- ---------------------------
TOTAL $ 4,616,078 $ 5,695,604 $ 6,949,485 $ 5,147,148 $ 5,565,230
======================================== ===========================
</TABLE>
NOTE 8. Federal Home Loan Bank Advances
The Savings Bank has been approved for participation in the Federal
Home Loan Bank of Seattle Cash Management Advance Program, maturing
September 19, 1997, with a maximum facility of $9,244,000. Advances
requested under this program are payable on demand or, if no demand
is made, in one year from the date of advance and bear interest at
the rate in effect at that time. Advances are subject to the existing
Advances, Security and Deposit Agreement and are granted at the sole
discretion of the Federal Home Loan Bank of Seattle. There were no
advances outstanding under the Cash Management Advance Program at
September 30, 1995 and 1996, or at June 30, 1997.
Under the Advances, Security and Deposit Agreement which, including
the Cash Management Advance Program, is maintained at 20 percent of
total assets, the Savings Bank had advances at June 30, 1997, as
follows:
<TABLE>
<CAPTION>
Balance
Borrowing Interest Rate Maturity Date (Unaudited)
------------- -------------- ------------- ------------
<S> <C> <C> <C>
Fixed rate 5.60% 07/25/97 $ 1,500,000
Fixed rate 6.70% 04/28/98 500,000
Fixed rate
(monthly
amortization) 6.11% 02/22/02 455,318
Fixed rate
callable 5.39% 06/03/02 10,000,000
Fixed rate
(monthly
amortization) 6.55% 02/22/06 1,315,261
-----------
$13,770,579
===========
</TABLE>
The weighted average rate for all advances at June 30, 1997 was 5.60
percent.
Under the Advances, Security and Deposit Agreement, virtually all of
the Savings Bank's assets, not otherwise encumbered, are pledged as
collateral for advances.
At June 30, 1997, annual repayments of FHLB advances, through June
30, 2002, and thereafter, totaled $2,120,601; $131,455; $143,274;
$156,157; $10,310,407; and $908,676 respectively.
F-16
<PAGE>
NOTE 9. Other Liabilities and Accrued Expenses
Other liabilities and accrued expenses consisted of the following:
<TABLE>
<CAPTION>
September 30
--------------------------- June 30, 1997
1995 1996 (Unaudited)
--------------------------- -----------
<S> <C> <C> <C>
S.A.I.F. special assessment $ -0- $ 874,917 $ -0-
Federal income taxes 363,967 237,735 361,173
Accrued pension and profit sharing 208,284 417,137 411,403
Accrued interest on deposits and
FHLB advances 138,022 138,246 142,714
Accounts payable and accrued
expenses - other 355,757 455,670 495,391
------------------------- ----------
TOTAL $1,066,030 $2,123,705 $1,410,681
========================= ==========
</TABLE>
NOTE 10. Capital
The Savings Bank is required to maintain minimum risk-based capital
of 8 percent of its adjusted total assets. At September 30, 1995 and
1996, and at June 30, 1997, the Savings Bank's capital to risk
weighted assets was 17.0 percent, 16.8 percent and 16.9 percent
respectively. The Savings Bank's total capital to total assets at
September 30, 1995 and 1996, and at June 30, 1997, was 10.5 percent,
11.0 percent and 11.6 percent respectively, compared to a minimum
requirement of 6.0 percent.
NOTE 11. Federal Income Taxes
The Savings Bank has qualified under provisions of the Internal
Revenue Code that permit federal income taxes to be computed after
deduction of additions to bad debt reserves. Accordingly, capital
includes approximately $2,100,000 for which no provision for federal
income taxes has been made. If in the future capital is used for any
purpose other than to absorb bad debt losses, federal income taxes at
the current applicable rates would be imposed.
The components of the provision for income taxes are as follows:
<TABLE>
<CAPTION>
September 30
------------------------------------- June 30, 1997
1994 1995 1996 (Unaudited)
------------------------------------- -----------
<S> <C> <C> <C> <C>
Current $1,087,124 $1,422,976 $1,607,307 $1,315,629
Deferred (credit) 76,000 180,000 (188,000) 118,000
----------------------------------- ----------
TOTAL $1,163,124 $1,602,976 $1,419,307 $1,433,629
=================================== ==========
</TABLE>
The components of federal income taxes are as follows:
<TABLE>
<CAPTION>
September 30
----------------------- June 30, 1997
1995 1996 (Unaudited)
----------------------- ----------
<S> <C> <C> <C>
Current (receivable) $ (13,396) $ 48,911 $ 61,173
Deferred 370,000 182,000 300,000
Deferred,
available-for-sale
securities 7,363 6,824 -0-
----------------------- ----------
TOTAL $ 363,967 $ 237,735 $ 361,173
======================= ==========
</TABLE>
F-17
<PAGE>
NOTE 11. (Continued)
The components of the Bank's deferred tax assets and liabilities are
as follows:
<TABLE>
<CAPTION>
September 30
----------------------- June 30, 1997
1995 1996 (Unaudited)
----------------------- ----------
<S> <C> <C> <C>
Deferred tax assets:
S.A.I.F. special assessment $ -0 $ 297,472 $ -0-
Depreciation 20,723 22,620 32,450
Accrued vacation 16,046 18,112 24,806
Deferred compensation 15,010 30,021 41,278
Loans held for sale market value adjustment 877 30,387 21,332
----------------------- ----------
TOTAL DEFERRED TAX ASSETS 52,656 398,612 119,866
----------------------- ----------
Deferred tax liabilities:
FHLB and FIIG stock dividends 235,477 277,692 295,902
Federal income tax bad debt deduction 153,644 269,274 85,361
Real estate sale, installment basis 33,535 33,212 32,872
Unrealized securities gains 7,363 6,824 -0-
Other -0- 434 5,731
----------------------- ----------
TOTAL DEFERRED TAX LIABILITIES 430,019 587,436 419,866
----------------------- ----------
DEFERRED TAX LIABILITY - NET $ 377,363 $ 188,824 $ 300,000
======================= ==========
</TABLE>
The provision for federal income taxes differs from that computed at
the statutory corporate tax rate as follows:
<TABLE>
<CAPTION>
Year ended September 30
--------------------------------------- June 30, 1997
1994 1995 1996 (Unaudited)
--------------------------------------- ----------
<S> <C> <C> <C> <C>
Tax provision at
statutory rate $1,290,848 $1,564,907 $1,393,018 $1,354,396
Bad debt deduction (51,381)
Gain on sale of other
real estate owned (32,744)
Nondeductible losses/
expenses - net (1,799) 10,021 27,659 12,372
Other - net (45,398) 28,048 (1,370) 66,861
--------------------------------------- ------------
TOTAL TAX EXPENSE $1,163,124 $1,602,976 $1,419,307 $1,433,629
======================================= ============
</TABLE>
NOTE 12. Profit Sharing Plans
The Savings Bank maintains a tax-qualified profit sharing plan for
the benefit of all eligible employees who are at least twenty-one
years of age and work a minimum of 501 hours. The Savings Bank
contributed $133,750, $148,976 and $177,581 to the plan in 1994, 1995
and 1996 respectively. Contributions are made on a discretionary
basis.
In addition, the Savings Bank has an employee bonus plan based on net
income. Bonuses accrued for the years ended September 30, 1994, 1995
and 1996, totaled $105,336, $119,988 and $107,112 respectively.
NOTE 13. Deferred Compensation/Noncompetition Agreement
The Savings Bank has a deferred compensation/noncompetition
arrangement with its chief executive officer which will provide
monthly payments of $1,600 per month if retirement occurs at age
sixty-two or $2,000 per month if retirement occurs at age sixty-five.
Once payments have commenced they will continue until his death, at
which time payments will continue to his surviving spouse until her
death or for sixty months. The present value of the payments based
upon the life expectancy of the chief executive officer are being
accrued based on a retirement age of sixty-five and are included in
other liabilities in the consolidated financial statements. As of
September 30, 1995 and 1996, and at June 30, 1997, $88,296, $132,444
and $165,555 respectively, has been accrued under the agreement.
F-18
<PAGE>
NOTE 14. Fair Value of Financial Instruments
The Savings Bank has adopted Statement of Financial Accounting
Standards No. 107, Disclosure About Fair Value of Financial
Instruments, which requires disclosure of estimated fair values for
financial instruments. Such estimates are subjective in nature and
significant judgment is required regarding the risk characteristics
of various financial instruments at a discrete point in time.
Therefore, such estimates could vary significantly if assumptions
regarding uncertain factors were to change. Major assumptions,
methods, and fair value estimates for the Savings Bank's significant
financial instruments are set forth below.
Cash and Due from Financial Institutions: The recorded amount is a
reasonable estimate of fair value.
Investments and Mortgage-backed Securities and Loans Held for Sale:
The fair value of investments and mortgage-backed securities and
loans held for sale have been based upon quoted market prices or
dealer quotes.
Loans Receivable - Net: Fair values for loans are estimated for
portfolios of loans with similar financial characteristics. Fair
value is estimated by discounting the future cash flows using the
current rates at which similar loans would be made to borrowers for
the same remaining maturities. Prepayments are based upon the
historical experience of the Savings Bank.
Other Assets, Other Liabilities and Accrued Expenses: The recorded
amount is a reasonable estimate of fair value because of the short-
term nature of these items.
Deposits: The fair value of deposits with no stated maturity date are
included at the amount payable on demand. The fair value of fixed-
maturity certificates of deposit is estimated by discounting future
cash flows using the rates currently offered by the Savings Bank for
deposits of similar remaining maturities.
Federal Home Loan Bank Advances: The fair value of borrowed funds is
estimated by discounting the future cash flows of the borrowings at a
rate which approximates the current offering rate of the borrowings
with a comparable remaining life.
The estimated fair values of financial instruments at September 30,
1996, are as follows:
<TABLE>
<CAPTION>
RECORDED FAIR
AMOUNT VALUE
------------ ------------
<S> <C> <C>
Financial assets:
Cash and due from financial institutions $ 5,055,325 $ 5,055,000
Investments and mortgage-backed securities 6,522,470 6,437,000
Loans receivable - net and loans held for sale 176,494,943 179,491,000
Other assets 1,226,469 1,226,000
Financial liabilities:
Deposits 156,549,309 157,126,000
Federal Home Loan Bank advances 14,354,380 14,412,000
Other liabilities and accrued expenses 2,123,705 2,124,000
</TABLE>
F-19
<PAGE>
NOTE 15. Conversion to Capital Stock Form of Ownership (unaudited):
Subsequent to the issuance of the auditors' report on November 22,
1996, the Board of Trustees of the Savings Bank adopted a Plan of
Conversion on July 10, 1997, to convert from a Washington-chartered
mutual savings bank to a Washington-chartered capital stock savings
bank with the concurrent formation of a holding company, subject to
approval by the regulatory authorities and members of the Savings
Bank. The conversion is expected to be accomplished through amendment
of the Savings Bank's Washington charter and the sale of the holding
company's common stock in an amount equal to the consolidated
proforma market value of the holding company and the Savings Bank
after giving effect to the conversion. The shares of common stock
will be offered initially to the Savings Bank's depositors, employee
benefit plans and to certain other eligible subscribers in a
subscription offering. It is anticipated that any shares not
purchased in the subscription offering will be offered in a direct
community offering, and then any remaining shares offered to the
general public in a syndicated community offering.
At the time of the conversion, the Savings Bank will establish a
liquidation account in an amount equal to its capital as of the last
date of the consolidated statement of financial condition appearing
in the final prospectus. The liquidation account will be maintained
for the benefit of eligible account holders who continue to maintain
their accounts at the Savings Bank after conversion. The liquidation
account will be reduced annually to the extent that eligible account
holders have reduced their qualifying deposits as of each anniversary
date. Subsequent increases will not restore an eligible account
holder's interest in the liquidation account. In the event of a
complete liquidation of the Savings Bank, each eligible account
holder will be entitled to receive a distribution from the
liquidation account in an amount proportionate to the current
adjusted qualifying balances for accounts then held.
Under Washington law, the holding company is prohibited from paying a
dividend if, as a result of its payment, the holding company would be
unable to pay its debts as they become due in the normal course of
business, or if the Holding Company's total liabilities would exceed
its total assets. As a converted institution, the Savings Bank also
will be subject to the regulatory restriction that it will not be
permitted to declare or pay a dividend on or repurchase any of its
capital stock if the effect thereof would be to cause its regulatory
capital to be reduced below the amount required for the liquidation
account established in connection with the conversion.
Conversion costs will be deferred and reduce the proceeds from the
shares sold in the conversion. If the conversion is not completed,
all costs will be charged as an expense. Conversion costs incurred
for the nine months ended June 30, 1997, were immaterial.
F-20
<PAGE>
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution(1)
<TABLE>
<S> <C>
Legal fees and expenses........................ $150,000
Securities Marketing Firm legal fees........... 35,000
EDGAR, printing, postage, copying and mailing.. 100,000
Appraisal/business plan fees................... 27,500
Accounting fees................................ 85,000
Securities marketing fees...................... 500,000(1)
Data processing fees and expenses.............. 7,500
SEC filing fee................................. 20,000
Washington filing fee.......................... 2,000
Blue sky legal fees and expenses............... 5,000
Other.......................................... 33,000
--------
Total........................................ $965,000
========
</TABLE>
- ----------
(1) Equal to 1.25% of the aggregate dollar amount of stock sold (excluding
shares sold to officers, directors, their associates and the ESOP), not to
exceed $500,000.
Item 14. Indemnification of Officers and Directors
In accordance with the Washington Business Corporation Law, RCW
(S)23B.08.570, Article XIII of the Registrant's Articles of Incorporation
provides as follows:
"ARTICLE XIII. INDEMNIFICATION. The corporation shall indemnify and
advance expenses to its directors, officers, agents and employees as follows:
A. Directors and Officers. In all circumstances and to the full extent
----------------------
permitted by the Washington Business Corporation Act now or hereafter in force,
the corporation shall indemnify any person who is or was a director, officer or
agent of the corporation and who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and whether formal or
informal (including an action by or in the right of the corporation), by reason
of the fact that he is or was an agent of the corporation, against expenses,
judgments, fines, and amounts paid in settlement and incurred by him in
connection with such action, suit or proceeding. However, such indemnity shall
not apply on account of: (a) acts or omissions of the director and officer
finally adjudged to be in violation of law; (b) conduct of the director and
officer finally adjudged to be in violation of RCW 23B.08.310, or (c) any
transaction with respect to which it was finally adjudged that such director and
officer personally received a benefit in money, property, or services to which
the director was not legally entitled. The corporation shall advance expenses
incurred in a proceeding for such persons pursuant to the terms set forth in a
separate directors' resolution or contract.
B. Implementation. The Board of Directors may take such action as is
--------------
necessary to carry out these indemnification and expense advancement provisions.
It is expressly empowered to adopt, approve and amend from time to time such
Bylaws, resolutions, contracts or further indemnification and expense
advancement arrangements as may be permitted by law, implementing these
provisions. Such Bylaws, resolutions, contracts, or further arrangements shall
include, but not be limited to, implementing the manner in which determinations
as to any indemnity or advancement of expenses shall be made.
C. Survival of Indemnification Rights. No amendment or repeal of this
----------------------------------
Article shall apply to or have any effect on any right to indemnification
provided hereunder with respect to acts or omissions occurring prior to such
amendment or repeal.
II-1
<PAGE>
D. Service for Other Entities. The indemnification and advancement of
--------------------------
expenses provided under this Article shall apply to directors, officers,
employees, or agents of the corporation for both (a) service in such capacities
for the corporation, and (b) service at the corporation's request as a
director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise. A person is considered to be serving an employee benefit
plan at the corporation's request if such person's duties to the corporation
also impose duties on, or otherwise involve services by, the director to the
plan or to participants in or beneficiaries of the plan.
E. Insurance. The corporation may purchase and maintain insurance on
---------
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise against liability asserted
against him and incurred by him in such capacity or arising out of his status as
such, whether or not the corporation would have had the power to indemnify him
against such liability under the provisions of this bylaw and Washington law.
F. Other Rights. The indemnification provided by this section shall
------------
not be deemed exclusive of any other right to which those indemnified may be
entitled under any other bylaw, agreement, vote of stockholders, or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such an office, and
shall continue as to a person who has ceased to be a director, trustee, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such person."
Item 15. Recent Sales of Unregistered Securities.
Not Applicable
Item 16. Exhibits and Financial Statement Schedules:
The financial statements and exhibits filed as part of this
Registration Statement are as follows:
(a) List of Exhibits
1.1 - Form of proposed Agency Agreement among Timberland Bancorp, Inc.,
Timberland Savings Bank, SSB and Charles Webb & Co.
1.2 - Engagement Letter between Timberland Savings Bank, SSB and Charles Webb
& Co.
2 - Plan of Conversion of Timberland Savings Bank, SSB (attached as an
exhibit to the Proxy Statement included herein as Exhibit 99.5)
3.1 - Articles of Incorporation of Timberland Bancorp, Inc.
3.2 - Bylaws of Timberland Bancorp, Inc.
4 - Form of Certificate for Common Stock
5 - Opinion of Breyer & Aguggia regarding legality of securities registered
8.1 - Federal Tax Opinion of Breyer & Aguggia
8.2 - State Tax Opinion of Dwyer Pemberton and Coulson, P.C.
8.3 - Opinion of RP Financial, LP as to the value of subscription rights
II-2
<PAGE>
10.1 - Proposed Form of Employee Stock Ownership Plan
10.2 - Timberland Savings Bank, SSB 401(k) Plan (a)
10.3 - Proposed Form of Timberland Savings Bank, SSB Employee Severance
Compensation Plan
21 - Subsidiaries of Timberland Bancorp, Inc.
23.1 - Consent of Dwyer Pemberton and Coulson, P.C.
23.2 - Consent of Breyer & Aguggia (contained in opinion included as Exhibit
5)
23.3 - Consent of Breyer & Aguggia as to its Federal Tax Opinion (contained
in opinion included as Exhibit 8.1)
23.4 - Consent of Dwyer Pemberton and Coulson, P.C. as to its State Tax
Opinion (contained in opinion included in Exhibit 8.2)
23.5 - Consent of RP Financial, LC.
24 - Power of Attorney (contained in signature page to the Registration
Statement)
99.1 - Order and Certification Form (contained in the marketing materials
included as Exhibit 99.2)
99.2 - Solicitation and Marketing Materials
99.3 - Appraisal Agreement with RP Financial, LC.
99.4 - Appraisal Report of RP Financial, LC. (a)
99.5 - Proxy Statement for Special Meeting of Members of Timberland Savings
Bank, SSB
- ---------------------
(a) To be filed by amendment.
II-3
<PAGE>
Financial Statements and Schedules
TIMBERLAND SAVINGS BANK, SSB AND SUBSIDIARY
<TABLE>
<CAPTION>
Pages
<S> <C>
Independent Auditors' Report - Dwyer Pemberton and Coulson, P.C... F-1
Consolidated Balance Sheets as of June 30, 1997
and September 30, 1996........................................... F-2
Consolidated Statements of Income for the
Nine Months Ended June 30, 1997
and the Years Ended September 30, 1996 and 1995.................. 21
Consolidated Statements of Equity for the
Nine Months Ended June 30, 1997 and for the
Years Ended September 30, 1996 and 1995.......................... F-3
Consolidated Statements of Cash Flows for
the Nine Months Ended June 30, 1997
and the Years Ended September 30, 1996 and 1995.................. F-4
Notes to Consolidated Financial Statements........................ F-5
</TABLE>
All schedules are omitted because the required information is either not
applicable or is included in the financial statements or related notes.
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended ("Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
II-4
<PAGE>
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act") (and, where
applicable, each filing of any employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act, and is therefore, unenforceable. In the event that a claim for
indemnification against liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the questions whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Baker City, Washington
on the 17th day of September 1997.
TIMBERLAND BANCORP, INC.
By: /s/Clarence E. Hamre
-----------------------------------------
Clarence E. Hamre
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Timberland Bancorp, Inc., do
hereby severally constitute and appoint Clarence E. Hamre, our true and lawful
attorney and agent, to do any and all things and acts in our names in the
capacities indicated below and to execute all instruments for us and in our
names in the capacities indicated below which said Clarence E. Hamre may deem
necessary or advisable to enable Timberland Bancorp, Inc., to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the Registration
Statement on Form S-1 relating to the offering of Timberland Bancorp, Inc.'s
Common Stock, including specifically but not limited to, power and authority to
sign for us or any of us in our names in the capacities indicated below the
Registration Statement and any and all amendments (including post-effective
amendments) thereto; and we hereby ratify and confirm all that Clarence E. Hamre
shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Clarence E. Hamre Chairman of the Board, President September 17, 1997
- ------------------------- and Chief Executive Officer
Clarence E. Hamre (Principal Executive Officer)
/s/ Michael R. Sand Executive Vice President, September 17, 1997
- ------------------------- Secretary, and Director
Michael R. Sand (Principal Financial and
Accounting Officer)
/s/ Andrea M. Clinton Director September 17, 1997
- -------------------------
Andrea M. Clinton
/s/ Robert Backstrom Director September 17, 1997
- -------------------------
Robert Backstrom
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Richard R. Morris Director September 17, 1997
- -------------------------
Richard R. Morris
/s/ Alan E. Smith Director September 17, 1997
- -------------------------
Alan E. Smith
/s/ Peter J. Majar Director September 17, 1997
- -------------------------
Peter J. Majar
/s/ Jon C. Parker Director September 17, 1997
- -------------------------
Jon C. Parker
/s/ James C. Mason Director September 17, 1997
- -------------------------
James C. Mason
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<S> <C>
1.1 - Form of proposed Agency Agreement among Timberland Bancorp, Inc.,
Timberland Savings Bank, SSB and Charles Webb & Co. (a)
1.2 - Engagement Letter between Timberland Savings Bank, SSB and Charles
Webb & Co.
2 - Plan of Conversion of Timberland Savings Bank, SSB (attached as an
exhibit to the Proxy Statement included herein as Exhibit 99.5)
3.1 - Articles of Incorporation of Timberland Bancorp, Inc.
3.2 - Bylaws of Timberland Bancorp, Inc.
4 - Form of Certificate for Common Stock
5 - Opinion of Breyer & Aguggia regarding legality of securities
registered
8.1 - Federal Tax Opinion of Breyer & Aguggia
8.2 - State Tax Opinion of Dwyer Pemberton and Coulson, P.C.
8.3 - Opinion of RP Financial, LP as to the value of subscription rights
10.1 - Proposed Form of Employee Stock Ownership Plan
10.2 - Timberland Savings Bank, SSB 401(k) Plan (a)
10.3 - Proposed Form of Timberland Savings Bank, SSB Employee Severance
Compensation Plan
21 - Subsidiaries of Timberland Bancorp, Inc.
23.1 - Consent of Dwyer Pemberton and Coulson, P.C.
23.2 - Consent of Breyer & Aguggia (contained in opinion included as Exhibit
5)
23.3 - Consent of Breyer & Aguggia as to its Federal Tax Opinion (contained
in opinion included as Exhibit 8.1)
23.4 - Consent of Dwyer Pemberton and Coulson, P.C. as to its State Tax
Opinion (contained in opinion included in Exhibit 8.2)
23.5 - Consent of RP Financial, LC.
24 - Power of Attorney (contained in signature page to the Registration
Statement)
99.1 - Order and Certification Form (contained in the marketing materials
included as Exhibit 99.2)
99.2 - Solicitation and Marketing Materials
99.3 - Appraisal Agreement with RP Financial, LC.
99.4 - Appraisal Report of RP Financial, LC. (a)
99.5 - Proxy Statement for Special Meeting of Members of Timberland Savings
Bank, SSB
</TABLE>
- ---------------------
(a) To be filed by amendment.
<PAGE>
Exhibit 1.2
[LETTERHEAD OF CHARLES WEBB & COMPANY APPEARS HERE]
July 28, 1997
Mr. Clarence E. Hamre
Chairman, President and Chief Executive Officer
Timberland Savings Bank, S.S.B.
624 Simpson Avenue
Hoquiam, Washington 98550-3688
Dear Mr. Hamre:
This proposal is in connection with Timberland Savings Bank's (the "Bank")
intention to convert from a mutual to a capital stock form of organization (the
"Conversion"). In order to effect the Conversion, it is contemplated that all
of the Bank's common stock to be outstanding pursuant to the Conversion will be
issued to a holding company (the "Company") to be formed by the Bank, and that
the Company will offer and sell shares of its common stock first to eligible
persons (pursuant to the Bank's Plan of Conversion) in a Subscription and
Community Offering.
Charles Webb & Company ("Webb"), a Division of Keefe, Bruyette and Woods, Inc.
("KBW"), will act as the Bank's and the Company's exclusive financial advisor
and marketing agent in connection with the Conversion. This letter sets forth
selected terms and conditions of our engagement.
1. Advisory/Conversion Services. As the Bank's and Company's financial advisor
----------------------------
and marketing agent, Webb will provide the Bank and the Company with a
comprehensive program of conversion services designed to promote an orderly,
efficient, cost-effective and long-term stock distribution. Webb will provide
financial and logistical advice to the Bank and the Company concerning the
offering and related issues. Webb will assist in providing conversion
enhancement services intended to maximize stock sales in the Subscription
Offering and to residents of the Bank's market area, if necessary, in the
Community Offering.
Webb shall provide financial advisory services to the Bank which are typical in
connection with an equity offering and include, but are not limited to, overall
financial analysis of the client with a focus on identifying factors which
impact the valuation of the common stock and provide the appropriate
recommendations for the betterment of the equity valuation.
Additionally, post conversion financial advisory services will include advice on
shareholder relations, NASDAQ listing, dividend policy (for both regular and
special dividends), stock repurchase strategy and communication with market
makers. Prior to the closing of the offering,
<PAGE>
Mr. Clarence E. Hamre
July 28, 1997
Page 2 of 5
Webb shall furnish to client a Post-Conversion reference manual which will
include specifics relative to these items. (The nature of the services to be
provided by Webb as the Bank's and the Company's financial advisor and marketing
agent are further described in Exhibit A attached hereto.)
2. Preparation of Offering Documents. The Bank, the Company and their counsel
---------------------------------
will draft the Registration Statement, Application for Conversion, Prospectus
and other documents to be used in connection with the Conversion. Webb will
attend meetings to review these documents and advise you on their form and
content. Webb and its counsel will draft appropriate agency agreement and
related documents as well as marketing materials other than the Prospectus.
3. Due Diligence Review. Prior to filing the Registration Statement,
--------------------
Application for Conversion or any offering or other documents naming Webb as the
Bank's and the Company's financial advisor and marketing agent, Webb and their
representatives will undertake substantial investigations to learn about the
Bank's business and operations ("due diligence review") in order to confirm
information provided to us and to evaluate information to be contained in the
Bank's and/or the Company's offering documents. The Bank agrees that it will
make available to Webb all relevant information, whether or not publicly
available, which Webb reasonably requests, and will permit Webb to discuss with
management the operations and prospects of the Bank. Webb will treat all
material non-public information as confidential. The Bank acknowledges that
Webb will rely upon the accuracy and completeness of all information received
from the Bank, its officers, directors, employees, agents and representatives,
accountants and counsel including this letter to serve as the Bank's and the
Company's financial advisor and marketing agent.
4. Regulatory Filings. The Bank and/or the Company will cause appropriate
------------------
offering documents to be filed with all regulatory agencies including, the
Securities and Exchange Commission ("SEC"), the National Bank of Securities
Dealers ("NASD"), Office of Thrift Supervision ("OTS") and such state securities
commissioners as may be determined by the Bank.
5. Agency Agreement. The specific terms of the conversion services, conversion
----------------
offering enhancement and syndicated offering services contemplated in this
letter shall be set forth in an Agency Agreement between Webb and the Bank and
the Company to be executed prior to commencement of the offering, and dated the
date that the Company's Prospectus is declared effective and/or authorized to be
disseminated by the appropriate regulatory agencies, the SEC, the NASD, the OTS
and such state securities commissioners and other regulatory agencies as
required by applicable law.
6. Representations, Warranties and Covenants. The Agency Agreement will
-----------------------------------------
provide for customary representations, warranties and covenants by the Bank and
Webb, and for the Company to indemnify Webb and their controlling persons (and,
if applicable, the members of the selling group and their controlling persons),
and for Webb to indemnify the Bank and the
<PAGE>
Mr. Clarence E. Hamre
July 28, 1997
Page 3 of 5
Company against certain liabilities, including, without limitation, liabilities
under the Securities Act of 1933.
7. Fees. For the services hereunder, the Bank and/or Company shall pay the
----
following fees to Webb at closing unless stated otherwise:
(a) Management Fee. Management Fee of $25,000 payable in four consecutive
--------------
monthly installments of $6,250 commencing with the signing of this
letter. Such fees shall be deemed to have been earned when due. Should
the Conversion be terminated for any reason not attributable to the
action or inaction of Webb, Webb shall have earned and be entitled to
be paid fees accruing through the stage at which point the termination
occurred.
(b) Success Fee. A Success Fee of 1.25% of the aggregate Purchase Price
-----------
of Common Stock sold in the Subscription Offering and Community
Offering excluding shares purchased by the Bank's officers, directors,
or employees (or members of their immediate families) plus any ESOP,
tax-qualified or stock based compensation plans (except IRA's) or
similar plan created by the Bank for some or all of its directors or
employees. The Management Fee described in 7(a) will be applied against
the Success Fee. This Success Fee shall not exceed $500,000.
(c) Broker-Dealer Pass-Thru. If any shares of the Company's stock remain
-----------------------
available after the subscription offering, at the request of the Bank,
Webb will seek to form a syndicate of registered broker-dealers to
assist in the sale of such common stock on a best efforts basis,
subject to the terms and conditions set forth in the selected dealers
agreement. Webb will endeavor to distribute the common stock among
dealers in a fashion which best meets the distribution objectives of
the Bank and the Plan of Conversion. Webb will be paid a fee not to
exceed 5.5% of the aggregate Purchase Price of the shares of common
stock sold by them. Webb will pass onto selected broker-dealers, who
assist in the syndicated community, an amount competitive with gross
underwriting discounts charged at such time for comparable amounts of
stock sold at a comparable price per share in a similar market
environment. Fees with respect to purchases affected with the
assistance of a broker/dealer other than Webb shall be transmitted by
Webb to such broker/dealer. The decision to utilize selected broker-
dealers will be made by the Bank upon consultation with Webb. In the
event, with respect to any stock purchases, fees are paid pursuant to
this subparagraph 7(c), such fees shall be in lieu of, and not in
addition to, payment pursuant to subparagraph 7(a) and 7(b).
<PAGE>
Mr. Clarence E. Hamre
July 28, 1997
Page 4 of 5
8. Additional Services. Webb further agrees to provide financial advisory
-------------------
assistance to the Company and the Bank for a period of one year following
completion of the Conversion, including formation of a dividend policy and share
repurchase program, assistance with shareholder reporting and shareholder
relations matters, general advice on mergers and acquisitions and other related
financial matters, without the payment by the Company and the Bank of any fees
in addition to those set forth in Section 7 hereof. Nothing in this Agreement
shall require the Company and the Bank to obtain such services from Webb.
Following this initial one year term, if both parties wish to continue the
relationship, a fee will be negotiated and an agreement entered into at that
time.
9. Expenses. The Bank will bear those expenses of the proposed offering
--------
customarily borne by issuers, including, without limitation, regulatory filing
fees, SEC, "Blue Sky," and NASD filing and registration fees; the fees of the
Bank's accountants, attorneys, appraiser, transfer agent and registrar,
printing, mailing and marketing and syndicate expenses associated with the
Conversion; the fees set forth in Section 7; and fees for "Blue Sky" legal work.
If Webb incurs expenses on behalf of Client, Client will reimburse Webb for such
expenses.
Webb shall be reimbursed for reasonable out-of-pocket expenses, including costs
of travel, meals and lodging, photocopying, telephone, facsimile and couriers
and reasonable fees and expenses of their counsel (such fees of counsel will not
be incurred without the prior approval of Client). The selection of such
counsel will be done by Webb, with the approval of the Bank. Such reimbursement
of legal fees will not exceed $35,000.
10. Conditions. Webb's willingness and obligation to proceed hereunder shall
----------
be subject to, among other things, satisfaction of the following conditions in
Webb's opinion, which opinion shall have been formed in good faith by Webb after
reasonable determination and consideration of all relevant factors: (a) full and
satisfactory disclosure of all relevant material, financial and other
information in the disclosure documents and a determination by Webb, in its sole
discretion, that the sale of stock on the terms proposed is reasonable given
such disclosures; (b) no material adverse change in the condition or operations
of the Bank subsequent to the execution of the agreement; and (c) no adverse
market conditions at the time of offering which in Webb's opinion make the sale
of the shares by the Company inadvisable.
12. Benefit. This Agreement shall inure to the benefit of the parties hereto
-------
and their respective successors and to the parties indemnified pursuant to the
terms and conditions of the Agency Agreement and their successors, and the
obligations and liabilities assumed hereunder by the parties hereto shall be
binding upon their respective successors provided, however, that this Agreement
shall not be assignable by Webb.
13. Definitive Agreement. This letter reflects Webb's present intention of
--------------------
proceeding to work with the Bank on its proposed conversion. It does not create
a binding obligation on the
<PAGE>
Mr. Clarence E. Hamre
July 28, 1997
Page 5 of 5
part of the Bank, the Company or Webb except as to the agreement to maintain the
confidentiality of non-public information set forth in Section 3, the payment of
certain fees as set forth in Section 7(a) and 7(b) and the assumption of
expenses as set forth in Section 9, all of which shall constitute the binding
obligations of the parties hereto and which shall survive the termination of
this Agreement or the completion of the services furnished hereunder and shall
remain operative and in full force and effect. You further acknowledge that any
report or analysis rendered by Webb pursuant to this engagement is rendered for
use solely by the management of the Bank and its agents in connection with the
Conversion. Accordingly, you agree that you will not provide any such
information to any other person without our prior written consent.
Webb acknowledges that in offering the Company's stock no person will be
authorized to give any information or to make any representation not contained
in the offering prospectus and related offering materials filed as part of a
registration statement to be declared effective in connection with the offering.
Accordingly, Webb agrees that in connection with the offering it will not give
any unauthorized information or make any unauthorized representation. We will
be pleased to elaborate on any of the matters discussed in this letter at your
convenience.
If the foregoing correctly sets forth our mutual understanding, please so
indicate by signing and returning the original copy of this letter to the
undersigned.
Very truly yours,
CHARLES WEBB & COMPANY,
A DIVISION OF KEEFE, BRUYETTE & WOODS, INC.
By: /s/ Patricia A.. McJoynt
--------------------------------
Patricia A. McJoynt
Executive Vice President
TIMBERLAND SAVINGS BANK, S.S.B.
By: /s/ Clarence E. Hamre Date: 8/1/97
-------------------------------- ---------------
Clarence E. Hamre
Chairman, President and Chief Executive Officer
<PAGE>
EXHIBIT A
---------
CONVERSION SERVICES PROPOSAL
TO TIMBERLAND SAVINGS BANK, S.S.B.
Charles Webb & Company provides thrift institutions converting from mutual to
stock form of ownership with a comprehensive program of conversion services
designed to promote an orderly, efficient, cost-effective and long-term stock
distribution. The following list is representative of the conversion services,
if appropriate, we propose to perform on behalf of the Bank.
General Services
- ----------------
Assist management and legal counsel with the design of the transaction
structure.
Analyze and make recommendations on bids from printing, transfer agent, and
appraisal firms.
Assist officers and directors in obtaining bank loans to purchase stock, if
requested.
Assist in drafting and distribution of press releases as required or
appropriate.
Conversion Offering Enhancement Services
- ----------------------------------------
Establish and manage Stock Information Center at the Bank. Stock Information
Center personnel will track prospective investors; record stock orders; mail
order confirmations; provide the Bank's senior management with daily reports;
answer customer inquiries; and handle special situations as they arise.
Assign Webb's personnel to be at the Bank through completion of the Subscription
and Community Offerings to manage the Stock Information Center, meet with
prospective shareholders at individual and community information meetings,
solicit local investor interest through a tele-marketing campaign, answer
inquiries, and otherwise assist in the sale of stock in the Subscription and
Community Offerings. This effort will be lead by a Principal of Webb/KBW.
Create target investor list based upon review of the Bank's depositor base.
Provide intensive financial and marketing input for drafting of the prospectus.
<PAGE>
Conversion Offering Enhancement Services- Continued
- ---------------------------------------------------
Prepare other marketing materials, including prospecting letters and brochures,
and media advertisements.
Arrange logistics of community information meeting(s) as required.
Prepare audio-visual presentation by senior management for community information
meeting(s).
Prepare management for question-and-answer period at community information
meeting(s).
Attend and address community information meeting(s) and be available to answer
questions.
Broker-Assisted Sales Services.
- ------------------------------
Arrange for broker information meeting(s) as required.
Prepare audio-visual presentation for broker information meeting(s).
Prepare script for presentation by senior management at broker information
meeting(s).
Prepare management for question-and-answer period at broker information
meeting(s).
Attend and address broker information meeting(s) and be available to answer
questions.
Produce confidential broker memorandum to assist participating brokers in
selling the Bank's common stock.
Aftermarket Support Services.
- ----------------------------
Webb will use their best efforts to secure market making and on-going research
commitment from at least two NASD firms, one of which will be Keefe, Bruyette &
Woods, Inc.
<PAGE>
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
TIMBERLAND BANCORP, INC.
Pursuant to the provisions of Title 23B of the Revised Code of Washington
("RCW") (the Washington Business Corporation Act), the following shall
constitute the Articles of Incorporation of Riverview Bancorp, Inc., a
Washington corporation:
ARTICLE I. NAME. The name of the corporation is Timberland Bancorp, Inc.
(the "corporation").
ARTICLE II. DURATION. The duration of the corporation is perpetual.
ARTICLE III. PURPOSE AND POWERS. The nature of the business and the
objects and purposes to be transacted, promoted or carried on by the corporation
are to engage in the activities of a savings and loan holding company and in any
other lawful act or business for which corporations may be organized under the
Washington Business Corporation Act (as now in existence or as may hereafter be
amended, the "WBCA").
ARTICLE IV. CAPITAL STOCK. The total number of shares of all classes of
capital stock which the corporation has authority to issue is 51,000,000, of
which 50,000,000 shall be common stock of par value of $0.01 per share, and of
which 1,000,000 shall be serial preferred stock of par value $0.01 per share.
The shares may be issued from time to time as authorized by the Board of
Directors without further approval of the shareholders, except to the extent
that such approval is required by governing law, rule or regulation. The
consideration for the issuance of the shares shall be paid in full before their
issuance and shall not be less than the stated par value per share. Upon payment
of such consideration such shares shall be deemed to be fully paid and
nonassessable. Upon authorization by its Board of Directors, the corporation may
issue its own shares in exchange for or in conversion of its outstanding shares
or distribute its own shares, pro rata to its shareholders or the shareholders
of one or more classes or series, to effectuate stock dividends or splits, and
any such transaction shall not require consideration.
Except as expressly provided by applicable law, these Articles of
Incorporation or by any resolution of the board of directors designating and
establishing the terms of any series of preferred stock, no holders of any class
or series of capital stock shall have any right to vote as a separate class or
series or to vote more than one vote per share. The shareholders of the
corporation shall not be entitled to cumulative voting in any election of
directors.
A description of the different classes and series (if any) of the
corporation's capital stock and a statement of the designations, and the
relative rights, preferences and limitations of the shares of each class and
series (if any) of capital stock are as follows:
A. Common Stock. On matters on which holders of common stock are
------------
entitled to vote, each holder of shares of common stock shall be entitled to one
vote for each share held by such holder.
Whenever there shall have been paid, or declared and set aside for payment,
to the holders of the outstanding shares of any class of stock having preference
over the common stock as to the payment of dividends, the full amount of
dividends and of sinking fund, retirement fund or other retirement payments, if
any, to which such holders are respectively entitled in preference to the common
stock, then dividends may be paid on the common stock and on any class or series
of stock entitled to participate therewith as to dividends, out of any assets
legally available for the payment of dividends, but only when and as declared by
the board of directors.
In the event of any liquidation, dissolution or winding up of the
corporation, the holders of the common stock (and the holders of any class or
series of stock entitled to participate with the common stock in the
distribution of assets) shall be entitled to receive, in cash or in kind, the
assets of the corporation available for distribution remaining after: (i)
payment or provision for payment of the corporation's debts and liabilities;
(ii) distributions or provision for distributions in settlement of its
liquidation account; and (iii) distributions or provision for distributions
<PAGE>
to holders of any class or series of stock having preference over the common
stock in the liquidation, dissolution or winding up of the corporation. Each
share of common stock shall have the same relative rights as and be identical in
all respects with all the other shares of common stock.
B. Serial Preferred Stock. The board of directors of the corporation is
----------------------
authorized by resolution or resolutions from time to time adopted to provide for
the issuance of preferred stock in series and to fix and state the voting
powers, designations, preferences and relative, participating, optional or other
special rights of the shares of each such series and the qualifications,
limitations and restrictions thereof, including, but not limited to,
determination of any of the following:
(a) The distinctive serial designation and the number of shares
constituting such series;
(b) The dividend rate or the amount of dividends to be paid on the
shares of such series, whether dividends shall be cumulative and, if so, from
which date or dates, the payment date or dates for dividends, and the
participating or other special rights, if any, with respect to dividends;
(c) The voting powers, full or limited, if any, of shares of such
series;
(d) Whether the shares of such series shall be redeemable and, if so,
the price(s) at which, and the terms and conditions on which, such shares may be
redeemed;
(e) The amount(s) payable upon the shares of such series in the event
of voluntary or involuntary liquidation, dissolution or winding up of the
corporation;
(f) Whether the shares or such series shall be entitled to the
benefit of a sinking or retirement fund to be applied to the purchase or
redemption of such shares, and if so entitled, the amount of such fund and the
manner of its application, including the price(s) at which such shares may be
redeemed or purchased through the application of such fund;
(g) Whether the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes or of any other series of
the same or any other class or classes of stock of the corporation, and, if so
convertible or exchangeable, the conversion price(s), or the rate or rates of
exchange, and the adjustments thereof, if any, at which such conversion or
exchange may be made, and any other terms and conditions of such conversion or
exchange;
(h) The price or other consideration for which the shares of such
series shall be issued; and
(i) Whether the shares of such series which are redeemed or converted
shall have the status of authorized but unissued shares of serial preferred
stock and whether such shares may be reissued as shares of the same or any other
series of serial preferred stock.
Each share of each series of preferred stock shall have the same relative
rights as and be identical in all respects with all other shares of the same
series.
C. 1. Notwithstanding any other provision of these Articles of
Incorporation, in no event shall any record owner of any outstanding common
stock which is beneficially owned, directly or indirectly, by a person who, as
of any record date for the determination of shareholders entitled to vote on any
matter, beneficially owns in excess of 10% of the then-outstanding shares of
common stock ("Limit"), be entitled, or permitted to any vote in respect of the
shares held in excess of the Limit, unless a majority of the Whole Board (as
hereinafter defined) shall have by resolution granted in advance such
entitlement or permission. The number of votes which may be cast by any record
owner by virtue of the provisions hereof in respect of common stock beneficially
owned by such person owning shares in excess of the Limit shall be a number
equal to the total number of votes which a single
2
<PAGE>
record owner of all common stock owned by such person would be entitled to cast,
multiplied by a fraction, the numerator of which is the number of shares of such
class or series which are both beneficially owned by such person and owned of
record by such record owner and the denominator of which is the total number of
shares of common stock beneficially owned by such person owning shares in excess
of the Limit.
2. The following definitions shall apply to this Section C of this
Article VII.
(a) "Affiliate" shall have the meaning ascribed to it in Rule
12b-2 of the General Rules and Regulations under the Securities Exchange Act of
1934, as in effect on the date of filing of these Articles of Incorporation.
(b) "Beneficial ownership" shall be determined pursuant to Rule
13d-3 of the General Rules and Regulations under the Securities Exchange Act of
1934 (or any successor rule or statutory provision), or, if said Rule 13d-3
shall be rescinded and there shall be no successor rule or provision thereto,
pursuant to said Rule 13d-3 as in effect on the date of filing of these Articles
of Incorporation; provided, however, that a person shall, in any event, also be
-------- -------
deemed the "beneficial owner" of any common stock:
(i) which such person or any of its affiliates
beneficially owns, directly or indirectly; or
(ii) which such person or any of its affiliates has (A) the
right to acquire (whether such right is exercisable immediately or only after
the passage of time), pursuant to any agreement, arrangement or understanding
(but shall not be deemed to be the beneficial owner of any voting shares solely
by reason of an agreement, contract, or other arrangement with the corporation
to effect any transaction which is described in any one or more of subparagraphs
A(1)(a) through (h) of Article X hereof or upon the exercise of conversion
rights, exchange rights, warrants, or options or otherwise, or (B) sole or
shared voting or investment power with respect thereto pursuant to any
agreement, arrangement, understanding, relationship or otherwise (but shall not
be deemed to be the beneficial owner of any voting shares solely by reason of a
revocable proxy granted for a particular meeting of shareholders, pursuant to a
public solicitation of proxies for such meeting, with respect to shares of which
neither such person nor any such affiliate is otherwise deemed the beneficial
owner); or
(iii) which are beneficially owned, directly or indirectly,
by any other person with which such first mentioned person or any of its
affiliates acts as a partnership, limited partnership, syndicate or other group
pursuant to any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of any shares of capital stock of the
corporation; and provided further, however, that (i) no director or officer of
-------------------------
the corporation (or any Affiliate of any such director or officer) shall, solely
by reason of any or all of such directors of officers acting in their capacities
as such, be deemed, for any purposes hereof, to beneficially own any common
stock beneficially owned by any other such director or officer (or any Affiliate
thereof), and (ii) neither any employee stock ownership or similar plan of the
corporation or any subsidiary of the corporation, nor any trustee with respect
thereto or any Affiliate of such trustee (solely by reason of such capacity of
such trustee), shall be deemed, for any purposes hereof, to beneficially own any
common stock held under any such plan. For purposes of computing the percentage
beneficial ownership of common stock of a person, the outstanding common stock
shall include shares deemed owned by such person through application of this
subsection but shall not include any other common stock which may be issuable by
the corporation pursuant to any agreement, or upon exercise of conversion
rights, warrants or options, or otherwise. For all other purposes, the
outstanding common stock shall include only common stock then outstanding and
shall not include any common stock which may be issuable by the corporation
pursuant to any agreement, or upon the exercise of conversion rights, warrants
or options, or otherwise.
(c) A "person" shall mean any individual, firm, corporation, or
other entity.
(d) "Whole Board" shall mean the total number of directors which
the corporation would have if there were no vacancies on the board of directors.
3
<PAGE>
3. The board of directors shall have the power to construe and
apply the provisions of this Section C and to make all determinations necessary
or desirable to implement such provisions, including but not limited to matters
with respect to (i) the number of shares of common stock beneficially owned by
any person, (ii) whether a person is an affiliate of another, (iii) whether a
person has an agreement, arrangement, or understanding with another as to the
matters referred to in the definition of beneficial ownership, (iv) the
application of any other definition or operative provision of this Section C to
the given facts, or (v) any other matter relating to the applicability or effect
of this Section C.
4. The board of directors shall have the right to demand that any
person who is reasonably believed to beneficially own common stock in excess of
the Limit (or holds of record common stock beneficially owned by any person in
excess of the Limit) supply the corporation with complete information as to (i)
the record owner(s) of all shares beneficially owned by such person who is
reasonably believed to own shares in excess of the Limit, and (ii) any other
factual matter relating to the applicability or effect of this section as may
reasonably be required of such person.
5. Except as otherwise provided by law or expressly provided in
this Section C, the presence, in person or by proxy, of the holders of record of
shares of capital stock of the corporation entitling the holders thereof to cast
a majority of the votes (after giving effect, if required, to the provisions of
this Section C) entitled to be cast by the holders of shares of capital stock of
the corporation entitled to vote shall constitute a quorum at all meetings of
the shareholders, and every reference in these Articles of Incorporation to a
majority or other proportion of capital stock (or the holders thereof) for
purposes of determining any quorum requirement or any requirement for
shareholder consent or approval shall be deemed to refer to such majority or
other proportion of the votes (or the holders thereof) then entitled to be cast
in respect of such capital stock.
6. Any constructions, applications, or determinations made by the
board of directors pursuant to this Section C in good faith and on the basis of
such information and assistance as was then reasonably available for such
purpose shall be conclusive and binding upon the corporation and its
shareholders.
7. In the event any provision (or portion thereof) of this
Section C shall be found to be invalid, prohibited or unenforceable for any
reason, the remaining provisions (or portions thereof) of this Section C shall
remain in full force and effect, and shall be construed as if such invalid,
prohibited or unenforceable provision had been stricken herefrom or otherwise
rendered inapplicable, it being the intent of the corporation and its
shareholders that each such remaining provision (or portion thereof) of this
Section C remain, to the fullest extent permitted by law, applicable and
enforceable as to all shareholders, including shareholders owning an amount of
stock over the Limit, notwithstanding any such finding.
ARTICLE V. PREEMPTIVE RIGHTS. Holders of the capital stock of the
corporation shall not be entitled to preemptive rights with respect to any
shares of the corporation which may be issued.
ARTICLE VI. INITIAL DIRECTORS. The persons who shall serve as the initial
directors of the corporation are: Clarence E. Hamre, Michael R. Sand, Andrea M.
Clinton, Robert Backstrom, Richard R. Morris, Jr., Alan E. Smith, Peter J.
Majar, Jon C. Parker and James C. Mason. The address of each initial director
is 624 Simpson Avenue, Hoquiam, Washington 98550. The initial directors shall
serve until the first annual meeting of shareholders, at which time they may
stand for reelection.
ARTICLE VII. DIRECTORS.
A. Number. The corporation shall be under the direction of a Board of
------
Directors. The number of directors shall be as stated in the corporation's
bylaws, but in no event shall be fewer than five nor more than 15.
4
<PAGE>
B. Classified Board. The board of directors shall be divided into three
----------------
groups, with each group containing one-third of the total number of directors,
or as near as may be. The terms of the directors in the first group shall
expire at the first annual shareholders' meeting following their election, the
terms of the second group shall expire at the second shareholders' meeting
following their election, and the terms of the third group shall expire at the
third annual shareholders' meeting following their election. At each annual
shareholders' meeting held thereafter, directors shall be chosen for a term of
three years to succeed those whose terms expire.
C. Vacancies. Any vacancy occurring in the board of directors may be
---------
filled only by the affirmative vote of a majority of the remaining directors,
although less than a quorum of the board of directors. A director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office. A directorship to be filled by reason of an increase in the number of
directors may be filled by election by the board of directors for a term
continuing only until the next election of directors by the shareholders.
ARTICLE VIII. REMOVAL OF DIRECTORS. Notwithstanding any other provisions
of these articles of incorporation or the corporation's bylaws (and
notwithstanding the fact that some lesser percentage may be specified by law,
these articles of incorporation or the corporation's bylaws), any director or
the entire Board of Directors may be removed only for cause and only by the
affirmative vote of the holders of at least 80% of the total votes eligible to
be cast at a legal meeting called expressly for such purpose. For purpose of
this Article VIII, "cause" shall mean fraudulent or dishonest acts, a gross
abuse of authority in discharge of duties to the corporation or acts that are
detrimental or hostile to the interests of the corporation.
ARTICLE IX. REGISTERED OFFICE AND AGENT. The registered office of the
corporation shall be located at 624 Simpson Avenue, Hoquiam, Washington 98550.
The initial registered agent of the corporation at such address shall be
Clarence E. Hamre.
ARTICLE X. NOTICE FOR SHAREHOLDER NOMINATIONS AND PROPOSALS.
A. Nominations for the election of directors and proposals for any new
business to be taken up at any annual or special meeting of shareholders may be
made by the board of directors of the corporation or by any shareholder of the
corporation entitled to vote generally in the election of directors. In order
for a shareholder of the corporation to make any such nominations and/or
proposals, he or she shall give notice thereof in writing, delivered or mailed
by first class United States mail, postage prepaid, to the Secretary of the
corporation not less than thirty days nor more than sixty days prior to any such
meeting; provided, however, that if less than thirty-one days' notice of the
meeting is given to shareholders, such written notice shall be delivered or
mailed, as prescribed, to the Secretary of the corporation not later than the
close of the tenth day following the day on which notice of the meeting was
mailed to shareholders. Each such notice given by a shareholder with respect to
nominations for election of directors shall set forth (i) the name, age,
business address and, if known, residence address of each nominee proposed in
such notice, (ii) the principal occupation or employment of each such nominees,
(iii) the number of shares of stock of the corporation which are beneficially
owned by each such nominee, (iv) such other information as would be required to
be included in a proxy statement soliciting proxies for the election of the
proposed nominee pursuant to Regulation 14A of the General Rules and Regulations
of the Securities Exchange Act of 1934, including, without limitation, such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director, if elected, and (v) as to the shareholder giving such
notice (a) his name and address as they appear on the corporation's books and
(b) the class and number of shares of the corporation which are beneficially
owned by such shareholder. In addition, the shareholder making such nomination
shall promptly provide any other information reasonably requested by the
corporation.
B. Each such notice given by a shareholder to the Secretary with respect
to business proposals to bring before a meeting shall set forth in writing as to
each matter: (i) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting,
(ii) the name and address, as they appear on the corporation's books, of the
shareholder proposing such business; (iii) the class and number of
5
<PAGE>
shares of the corporation which are beneficially owned by the shareholder; and
(iv) any material interest of the shareholder in such business. Notwithstanding
anything in this Certificate to the contrary, no business shall be conducted at
the meeting except in accordance with the procedures set forth in this Article.
C. The Chairman of the annual or special meeting of shareholders may, if
the facts warrant, determine and declare to the meeting that a nomination or
proposal was not made in accordance with the foregoing procedure, and, if the
Chairman should so determine, the Chairman shall so declare to the meeting and
the defective nomination or proposal shall be disregarded and laid over for
action at the next succeeding adjourned, special or annual meeting of the
shareholders taking place thirty days or more thereafter. This provision shall
not require the holding of any adjourned or special meeting of shareholders for
the purpose of considering such defective nomination or proposal.
ARTICLE XI. APPROVAL OF CERTAIN BUSINESS COMBINATIONS. The shareholder
vote required to approve Business Combinations (as hereinafter defined) shall be
as set forth in this section.
A. (1) Except as otherwise expressly provided in this Article
XI, the affirmative vote of the holders of (i) at least 80% of the outstanding
shares entitled to vote thereon (and, if any class or series of shares is
entitled to vote thereon separately, the affirmative vote of the holders of at
least 80% of the outstanding shares of each such class or series), and (ii) at
least a majority of the outstanding shares entitled to vote thereon, not
including shares deemed beneficially owned by a Related Person (as hereinafter
defined), shall be required to authorize any of the following:
(a) any merger or consolidation of the corporation with
or into a Related Person;
(b) any sale, lease, exchange, transfer or other
disposition, including without limitation, a mortgage, or any other security
device, of all or any Substantial Part (as hereinafter defined) of the assets of
the corporation (including without limitation any voting securities of a
subsidiary) or of a subsidiary, to a Related Person;
(c) any merger or consolidation of a Related Person with
or into the corporation or a subsidiary of the corporation;
(d) any sale, lease, exchange, transfer or other
disposition of all or any Substantial Part of the assets of a Related Person to
the corporation or a subsidiary of the corporation;
(e) the issuance of any securities of the corporation or
a subsidiary of the corporation to a Related Person;
(f) the acquisition by the corporation or a subsidiary of
the corporation of any securities of a Related Person;
(g) any reclassification of the common stock of the
corporation, or any recapitalization involving the common stock of the
corporation;
(h) any liquidation or dissolution of the corporation;
and
(i) any agreement, contract or other arrangement
providing for any of the transactions described in this Article XI.
(2) Such affirmative vote shall be required notwithstanding
any other provision of these Articles of Incorporation, any provision of law, or
any agreement with any regulatory agency or national securities exchange which
might otherwise permit a lesser vote or no vote.
6
<PAGE>
(3) The term "Business Combination" as used in this Article
XI shall mean any transaction which is referred to in any one or more of
subparagraphs (a) through (i) above.
B. The provisions of Part A of this Article XI shall not be
applicable to any particular Business Combination, which shall require only such
affirmative vote as is required by any other provision of these Articles of
Incorporation, any provision of law, or any agreement with any regulatory agency
or national securities exchange, if such particular Business Combination shall
have been approved by two-thirds of the Continuing Directors (as hereinafter
defined); provided, however, that such approval shall only be effective if
-----------------
obtained at a meeting at which a Continuing Director Quorum (as hereinafter
defined) is present.
C. For the purposes of this Article XI the following definitions
apply:
(1) The term "Related Person" shall mean and include (a) any
individual, corporation, partnership or other person or entity which together
with its "affiliates" (as that term is defined in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934), "beneficially
owns" (as that term is defined in Rule 13d-3 of the General Rules and
Regulations under the Securities Act of 1934) in the aggregate 10% or more of
the outstanding shares of the common stock of the corporation (excluding tax-
qualified benefit plans of the corporation); and (b) any "affiliate" (as that
term is defined in Rule 12b-2 under the Securities Exchange Act of 1934) of any
such individual, corporation, partnership or other person or entity. Without
limitation, any shares of the common stock of the corporation which any Related
Person has the right to acquire pursuant to any agreement, or upon exercise or
conversion rights, warrants or options, or otherwise, shall be deemed
"beneficially owned" by such Related Person.
(2) The term "Substantial Part" shall mean more than 25% of
the total assets of the corporation as of the end of its most recent fiscal year
prior to when the determination is made.
(3) The term "Continuing Director" shall mean any member of
the board of directors of the corporation who is unaffiliated with the Related
Person and was a member of the board of directors prior to the time the Related
Person became a Related Person, and any successor of a Continuing Director who
is unaffiliated with the Related Person and is recommended to succeed a
Continuing Director by a majority of Continuing Directors then on the board of
directors.
(4) The term "Continuing Director Quorum" shall mean seventy-
five percent (75%) of the Continuing Directors capable of exercising the powers
conferred on them.
D. Nothing contained in this Article XI shall be construed to
relieve a Related Person from any fiduciary obligation imposed by law. In
addition, nothing contained in the Article XI shall prevent any shareholders of
the corporation from objecting to any Business Combination and from demanding
any appraisal rights which may be available to such shareholder.
E. No amendment, alteration, change, or repeal of any provision
of the Article XI may be effected unless it is approved at a meeting of the
corporation's shareholders called for that purpose. Notwithstanding any other
provision of this charter, the affirmative vote of the holders of not less than
80% of the outstanding shares entitled to vote thereon shall be required to
amend, alter, change, or repeal, directly or indirectly, any provision of this
Article XI; provided, however, that the preceding provisions of this Part E
-------- -------
shall not be applicable to any amendment to this Article XI if such amendment
receives this affirmative vote required by law and any other provisions of these
Articles of Incorporation and if such amendment has been approved by a majority
of the Continuing Directors.
ARTICLE XII. EVALUATION OF BUSINESS COMBINATIONS. In connection with the
exercise of its judgment in determining what is in the best interests of the
corporation and of the shareholders, when evaluating a Business
7
<PAGE>
Combination (as defined in Article XI) or a tender or exchange offer, the board
of directors of the corporation, in addition to considering the adequacy of the
amount to be paid in connection with any such transaction, shall consider all of
the following factors and any other factors which it deems relevant: (i) the
social and economic effects of the transaction on the corporation and its
subsidiaries, employees, depositors, loan and other customers, creditors and
other elements of the communities in which the corporation and its subsidiaries
operate or are located; (ii) the business and financial condition and earnings
prospects of the acquiring person or entity, including, but not limited to, debt
service and other existing financial obligations, financial obligations to be
incurred in connection with the acquisition and other likely financial
obligations of the acquiring person or entity and the possible effect of such
conditions upon the corporation and its subsidiaries and the other elements of
the communities in which the corporation and its subsidiaries operate or are
located; and (iii) the competence, experience, and integrity of the acquiring
person or entity and its or their management.
ARTICLE XIII. LIMITATION OF DIRECTORS' LIABILITY. To the fullest extent
permitted by the WBCA, a director of the corporation shall not be personally
liable to the corporation or its shareholders for monetary damages for conduct
as a director, except for liability of the director for acts or omissions that
involve: (i) intentional misconduct by the director; (ii) a knowing violation of
law by the director; (iii) conduct violating RCW Section 23B.08.310 (relating to
unlawful distributions by the corporation); or (iv) any transaction from which
the director will personally receive a benefit in money, property or services to
which the director is not legally entitled. If the WBCA is amended in the
future to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the full extent permitted by the
WBCA, as so amended, without any requirement or further action by shareholders.
An amendment or repeal of this Article XII shall not adversely affect any right
or protection of a director of the corporation existing at the time of such
amendment or repeal.
ARTICLE XIV. INDEMNIFICATION. The corporation shall indemnify and
advance expenses to its directors, officers, agents and employees as follows:
A. Directors and Officers. In all circumstances and to the
----------------------
full extent permitted by the WBCA, the corporation shall indemnify any person
who is or was a director, officer or agent of the corporation and who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal (including an action by or in the
right of the corporation), by reason of the fact that he is or was an agent of
the corporation, against expenses, judgments, fines, and amounts paid in
settlement and incurred by him in connection with such action, suit or
proceeding. However, such indemnity shall not apply to: (a) acts or omissions of
the director or officer finally adjudged to violate law; (b) conduct of the
director or officer finally adjudged to violate RCW Section 23B.08.310 (relating
to unlawful distributions by the corporation), or (c) any transaction with
respect to which it was finally adjudged that such director and officer
personally received a benefit in money, property, or services to which the
director was not legally entitled. The corporation shall advance expenses
incurred in a proceeding for such persons pursuant to the terms set forth in a
separate directors' resolution or contract.
B. Implementation. The board of directors may take such action
--------------
as is necessary to carry out these indemnification and expense advancement
provisions. It is expressly empowered to adopt, approve and amend from time to
time such bylaws, resolutions, contracts or further indemnification and expense
advancement arrangements as may be permitted by law, implementing these
provisions. Such bylaws, resolutions, contracts, or further arrangements shall
include, but not be limited to, implementing the manner in which determinations
as to any indemnity or advancement of expenses shall be made.
C. Survival of Indemnification Rights. No amendment or repeal
----------------------------------
of this Article XIV shall apply to or have any effect on any right to
indemnification provided hereunder with respect to acts or omissions occurring
prior to such amendment or repeal.
8
<PAGE>
D. Service for Other Entities. The indemnification and
--------------------------
advancement of expenses provided under this Article XIV shall apply to
directors, officers, employees, or agents of the corporation for both (a)
service in such capacities for the corporation, and (b) service at the
corporation's request as a director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan, or other enterprise. A person is considered to be
serving an employee benefit plan at the corporation's request if such person's
duties to the corporation also impose duties on, or otherwise involve services
by, the director to the plan or to participants in or beneficiaries of the plan.
E. Insurance. The corporation may purchase and maintain
---------
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, trustee, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise against liability asserted
against him and incurred by him in such capacity or arising out of his status as
such, whether or not the corporation would have had the power to indemnify him
against such liability under the provisions of this bylaw and the WBCA.
F. Other Rights. The indemnification provided by this
------------
section shall not be deemed exclusive of any other right to which those
indemnified may be entitled under any other bylaw, agreement, vote of
shareholders, or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such an
office, and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such person.
ARTICLE XV. SPECIAL MEETING OF SHAREHOLDERS. Special meetings of the
shareholders for any purpose or purposes may be called only by the president or
by the Board of Directors. The right of shareholders of the corporation to call
special meetings is specifically denied.
ARTICLE XVI. REPURCHASE OF SHARES. The corporation may from time to
time, pursuant to authorization by the board of directors of the corporation and
without action by the shareholders, purchase or otherwise acquire shares of any
class, bonds, debentures, notes, scrip, warrants, obligations, evidences of
indebtedness, or other securities of the corporation in such manner, upon such
terms, and in such amounts as the board of directors shall determine; subject,
however, to such limitations or restrictions, if any, as are contained in the
express terms of any class of shares of the corporation outstanding at the time
of the purchase or acquisition in question or as are imposed by law.
ARTICLE XVII. AMENDMENT OF BYLAWS. In furtherance and not in limitation
of the powers conferred by statute, the board of directors of the corporation is
expressly authorized to make, repeal, alter, amend and rescind the bylaws of the
corporation by a majority vote of the board of directors. Notwithstanding any
other provision of these Articles of Incorporation or the bylaws of the
corporation (and notwithstanding the fact that some lesser percentage may be
specified by law), the bylaws shall not be adopted, repealed, altered, amended
or rescinded by the shareholders of the corporation except by the vote of the
holders of not less than 80% of the outstanding shares of capital stock of the
corporation entitled to vote generally in the election of directors (considered
for this purpose as one class) cast at a meeting of the shareholders called for
that purpose (provided that notice of such proposed adoption, repeal,
alteration, amendment or rescission is included in the notice of such meeting),
or, as set forth above, by the board of directors.
ARTICLE XVIII. AMENDMENT OF ARTICLES OF INCORPORATION. The corporation
reserves the right to repeal, alter, amend or rescind any provision contained in
the Articles of Incorporation in the manner now or hereafter prescribed by law,
and all rights conferred on shareholders herein are granted subject to this
reservation. Notwithstanding the foregoing, the provisions set forth in
Articles II, III, IV (other than a change to the number of authorized shares in
connection with a split of, or stock dividend in, the corporation's own shares,
provided the corporation has only one class of shares outstanding or a change in
the par value of such shares), V, VI, VIII, X,
9
<PAGE>
XI, XII, XIII, XIV, XV, XVI, XVII and this Article XVIII of these Articles of
Incorporation may not be repealed, altered, amended or rescinded in any respect
unless the same is approved by the affirmative vote of the holders of not less
than 80% of the votes entitled to be cast by each separate voting group entitled
to vote thereon, cast at a meeting of the shareholders called for that purpose
(provided that notice of such proposed adoption, repeal, alteration, amendment
or rescission is included in the notice of such meeting).
ARTICLE XIX. INCORPORATOR. The name and mailing address of the
incorporator are Clarence E. Hamre, P.O. Box 697, Hoquiam, Washington 98550.
* * *
10
<PAGE>
Executed this 4th day of September, 1997.
/s/ Clarence E. Hamre
------------------------------------------------
Clarence E. Hamre
Incorporator
11
<PAGE>
Exhibit 3.2
BYLAWS
OF
TIMBERLAND BANCORP, INC.
ARTICLE I
PRINCIPAL OFFICE
SECTION 1. PRINCIPAL OFFICE. The principal office and place of business
of the corporation in the state of Washington shall be located in the City of
Hoquiam, Grays Harbor County.
SECTION 2. OTHER OFFICES. The corporation may have such other offices as
the Board of Directors may designate or the business of the corporation may
require from time to time.
ARTICLE II
SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. All annual and special meetings of the
shareholders shall be held at the principal office of the corporation or at such
other place within the State of Washington as the Board of Directors may
determine.
SECTION 2. ANNUAL MEETING. A meeting of the shareholders of the
corporation for the election of directors and for the transaction of any other
business of the corporation shall be held annually on the third ______day of
January, if not a legal holiday, and if a legal holiday, then on the next day
following which is not a legal holiday, at __:00 _.m., Pacific time, or at such
other date and time as the Board of Directors may determine.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose or purposes shall be called in accordance with the procedures set
forth in the Articles of Incorporation.
SECTION 4. CONDUCT OF MEETINGS. Annual and special meetings shall be
conducted in accordance with rules prescribed by the presiding officer of the
meeting, unless otherwise prescribed by these bylaws. The Board of Directors
shall designate, when present, either the chairman of the board or the president
to preside at such meetings.
SECTION 5. NOTICE OF MEETING. Written notice stating the place, day and
hour of the meeting and, in the case of a special meeting of shareholders, the
purpose or purposes for which the meeting is called, shall be delivered not less
than 10 nor more than 60 days before the date of the meeting, either personally
or by mail, by or at the direction of the chairman of the board, the president,
the secretary, or the directors calling the meeting, to each shareholder of
record entitled to vote at such meeting; provided, however, that notice of a
-----------------
shareholders meeting to act on an amendment to the Articles of Incorporation, a
plan of merger or share exchange, a proposed sale of assets pursuant to
Section 23B.12.020 of the Revised Code of Washington or its successor, or the
dissolution of the corporation shall be given no fewer than 20 nor more than 60
days before the meeting date. If mailed, such notice shall be deemed to be
delivered when deposited in the mail, addressed to the shareholder at the
address as it appears on the stock transfer books or records of the corporation
as of the record date prescribed in Section 6 of this Article II, with postage
thereon prepaid. When any shareholders' meeting, either annual or special, is
adjourned for 120 days or more, notice of the adjourned meeting shall be given
as in the case of an original meeting. It shall not be necessary to give any
notice of the time and place of any meeting adjourned for less than 120 days or
of the business to be transacted at the meeting, other than an announcement at
the meeting at which such adjournment is taken.
SECTION 6. FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive payment
<PAGE>
of any dividend, or in order to make a determination of shareholders for any
other proper purpose, the Board of Directors shall fix, in advance, a date as
the record date for any such determination of shareholders. Such date in any
case shall be not more than 60 days, and in case of a meeting of shareholders,
not less than 10 days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. If no record date
is fixed for the determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the day before the date on which notice of the meeting is mailed or
the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment.
SECTION 7. VOTING LISTS. At least 10 days before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books for
shares of the corporation shall make a complete list of the shareholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
This list of shareholders shall be kept on file at the home office of the
corporation and shall be subject to inspection by any shareholder at any time
during usual business hours, for a period of 10 days prior to such meeting.
Such list shall also be produced and kept open at the time and place of the
meeting and shall be subject to inspection by any shareholder during the entire
time of the meeting. The original stock transfer book shall be prima facie
evidence of the shareholders entitled to examine such list or transfer books or
to vote at any meeting of shareholders. Failure to comply with the requirements
of this bylaw shall not affect the validity of any action taken at the meeting.
SECTION 8. QUORUM. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum. If a quorum is
present or represented at a meeting, a majority of those present or represented
may transact any business which comes before the meeting, unless a greater
percentage is required by law. If less than a quorum of the outstanding shares
is represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified, and in the case of any adjourned meeting called for the election of
directors, those who attend the second of the adjourned meetings, although less
than a quorum, shall nevertheless constitute a quorum for the purpose of
electing directors.
SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Proxies solicited on behalf of the management shall be voted
as directed by the shareholder or, in the absence of such direction, as
determined by a majority of the board of directors. All proxies shall be filed
with the secretary of the corporation before or at the commencement of meetings.
No proxy may be effectively revoked until notice in writing of such revocation
has been given to the secretary of the corporation by the shareholder (or his
duly authorized attorney in fact, as the case may be) granting the proxy. No
proxy shall be valid after eleven months from the date of its execution unless
it is coupled with an interest.
SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation may be voted by any officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine. A certified copy
of a resolution adopted by such directors shall be conclusive as to their
action.
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted
2
<PAGE>
by him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do is
contained in an appropriate order of the court or other public authority by
which such receiver was appointed.
If shares are held jointly by three or more fiduciaries, the will of the
majority of the fiduciaries shall control the manner of voting or giving of a
proxy, unless the instrument or order appointing such fiduciaries otherwise
directs.
A shareholder, whose shares are pledged, shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter, the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the corporation, nor
shares held by another corporation, if a majority of the shares entitled to vote
for the election of directors of such other corporation held by the corporation,
shall be voted at any meeting or counted in determining the total number of
outstanding shares at any given time for purposes of any meeting.
SECTION 11. VOTING. Every holder of outstanding shares of capital stock
of the corporation entitled to vote at any meeting shall be entitled to the
number of votes (if any) as set forth in the Articles of Incorporation.
Shareholders shall not be entitled to cumulative voting rights in the election
of directors. Unless otherwise provided in the Articles of Incorporation, by
statute, or by these bylaws, a majority of those votes cast by shareholders at a
lawful meeting shall be sufficient to pass on a transaction or matter.
SECTION 12. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
shareholders entitled to vote with respect to the subject matter.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. All corporate powers shall be exercised by, or
under authority of, and the business and affairs of the corporation shall be
managed under the direction of, the Board of Directors. The Board of Directors
shall annually elect a chairman of the board and a president from among its
members and shall designate, when present, either the chairman of the board or
the president to preside at its meetings.
SECTION 2. NUMBER, TERM AND ELECTION. The Board of Directors shall
consist of nine (9) members. The number of directors may be increased or
decreased from time to time by amendment to or in the manner provided in these
bylaws, but shall be no less than and no more than the numbers set forth in the
Articles of Incorporation. No decrease, however, shall have the effect of
shortening the term of any incumbent director unless such director is removed in
accordance with the provisions of these bylaws. Unless removed in accordance
with the Articles of Incorporation, each director shall hold office until his
successor shall have been elected and qualified.
SECTION 3. REGULAR MEETINGS. An annual meeting of the Board of Directors
shall be held without other notice than this bylaw immediately after the annual
meeting of shareholders, and at the same place as other regularly scheduled
meetings of the Board of Directors. The Board of Directors may provide, by
resolution, the time and place, for the holding of additional regular meetings
without other notice than such resolution. The president
3
<PAGE>
of the corporation, the Board of Directors or any director may call a special
meeting of the Board. Regular meetings may be held in or out of the state of
Washington.
Members of the Board of Directors may participate in regular or special
meetings by means of conference telephone or similar communications equipment by
which all persons participating in the meeting can hear each other. Such
participation shall constitute attendance in person, but shall not constitute
attendance for the purpose of compensation pursuant to SECTION 13 of this
Article.
SECTION 4. NOTICE OF SPECIAL MEETING. Written notice of any special
meeting shall be given to each director at least two days prior thereto. If
mailed to the address at which the director is most likely to be reached, such
notice shall be deemed to be delivered when deposited in the mail so addressed,
with postage thereon prepaid. Any director may waive notice of any meeting by a
writing filed with the secretary. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.
Special meetings may be held in or out of the state of Washington.
SECTION 5. QUORUM. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time. Notice of any adjourned meeting shall be
given in the same manner as prescribed by Section 6 of this Article III.
SECTION 6. MANNER OF ACTING. The act of the majority of the directors
present at a meeting or adjourned meeting at which a quorum is present shall be
the act of the board of directors, unless a greater number is prescribed by
these bylaws.
SECTION 7. ACTION WITHOUT A MEETING. Any action required or permitted to
be taken by the Board of Directors at a meeting may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the directors.
SECTION 8. RESIGNATION. Any director may resign at any time by sending a
written notice of such resignation to the principal office of the corporation
addressed to the chairman of the board or the president. Unless otherwise
specified therein, such resignation shall take effect upon receipt thereof by
the chairman of the board or the president.
SECTION 9. REMOVAL. A director or the entire board of directors may be
removed only in accordance with the procedures set forth in the Articles of
Incorporation.
SECTION 10. VACANCIES. Vacancies of the board of directors may be filled
only in accordance with the procedures set forth in the Articles of
Incorporation.
SECTION 11. COMPENSATION. Directors, as such, may receive a stated fee
for their services. By resolution of the board of directors, a reasonable fixed
sum, and reasonable expenses of attendance, if any, may be allowed for actual
attendance at each regular or special meeting of the board of directors.
Members of either standing or special committees may be allowed such
compensation for actual attendance at committee meetings as the board of
directors may determine. Nothing herein shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
remuneration therefor.
SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors at which action on a corporation
matter is taken shall be presumed to have assented to the action
4
<PAGE>
taken unless his dissent or abstention shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the secretary of the
corporation within five (5) days after the date he receives a copy of the
minutes of the meeting. Such right to dissent shall not apply to a director who
voted in favor of such action.
ARTICLE IV
COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 1. APPOINTMENT. The board of directors may, by resolution adopted
by a majority of the full board, designate one or more committees, each
consisting of two or more directors, to serve at the pleasure of the board of
directors. The board of directors may designate one or more directors as
alternate members of any committee, who may replace any absent member at any
meeting of any such committee.
SECTION 2. AUTHORITY. Any such committee shall have all the authority of
the board of directors, except to the extent, if any, that such authority shall
be limited by the resolution appointing the committee; and except also that no
committee shall have the authority of the board of directors with reference to:
the declaration of dividends; the amendment of the charter or bylaws of the
Corporation, or recommending to the shareholders a plan of merger,
consolidation, or conversion; the sale, lease, or other disposition of all or
substantially all of the property and assets of the Corporation otherwise than
in the usual and regular course of its business; a voluntary dissolution of the
Corporation; a revocation of any of the foregoing; the approval of a transaction
in which any member of the committee, directly or indirectly, has any material
beneficial interest; the filling of vacancies on the board of directors or in
any committee; or the appointment of other committees of the board of directors
or members thereof.
SECTION 3. TENURE. Subject to the provisions of Section 8 of this
Article III, each member of a committee shall hold office until the next regular
annual meeting of the board of directors following his or her designation and
until a successor is designated as a member of the committee.
SECTION 4. MEETINGS. Unless the board of directors shall otherwise
provide, regular meetings of any committee appointed pursuant to this Article
III shall be at such times and places as are determined by the board of
directors, or by any such committee. Special meetings of any such committee may
be held at the principal executive office of the Corporation, or at any place
which has been designated from time to time by resolution of such committee or
by written consent of all members thereof, and may be called by any member
thereof upon not less than one day's notice stating the place, date, and hour of
the meeting, which notice shall been given in the manner provided for the giving
of notice to members of the board of directors of the time and place of special
meetings of the board of directors.
SECTION 5. QUORUM. A majority of the members of any committee shall
constitute a quorum for the transaction of business at any meeting thereof.
SECTION 6. ACTION WITHOUT A MEETING. Any action required or permitted to
be taken by any committee at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the members of any such committee.
SECTION 7. RESIGNATIONS AND REMOVAL. Any member of any committee may be
removed at any time with or without cause by resolution adopted by a majority of
the full board of directors. Any member of any committee may resign from any
such committee at any time by giving written notice to the president or
secretary of the Corporation. Unless otherwise specified, such resignation
shall take effect upon its receipt; the acceptance of such resignation shall not
be necessary to make it effective.
5
<PAGE>
SECTION 8. PROCEDURE. Unless the board of directors otherwise provides,
each committee shall elect a presiding officer from its members and may fix its
own rules of procedure which shall not be inconsistent with these bylaws. It
shall keep regular minutes of its proceedings and report the same to the board
of directors for its information at the meeting held next after the proceedings
shall have occurred.
ARTICLE V
OFFICERS
SECTION 1. POSITIONS. The officers of the Corporation shall be a
president, a secretary and a treasurer, each of whom shall be elected by the
board of directors. The board of directors may also designate the chairman of
the board as an officer. The president shall be the chief executive officer
unless the board of directors designates the chairman of the board as chief
executive officer. The president shall be a director of the Corporation. The
offices of the secretary and treasurer may be held by the same person and a vice
president may also be either the secretary or the treasurer. The board of
directors may designate one or more vice presidents as executive vice president
or senior vice president. The board of directors may also elect or authorize
the appointment of such other officers as the business of the Corporation may
require. The officers shall have such authority and perform such duties as the
board of directors may from time to time authorize or determine. In the absence
of action by the board of directors, the officers shall have such powers and
duties as generally pertain to their respective offices.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected annually by the board of directors at the first meeting of the
board of directors held after each annual meeting of the shareholders. If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible. Each officer shall hold office until his successor
shall have been duly elected and qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided. Election
or appointment of an officer, employee or agent shall not of itself create
contract rights. The board of directors may authorize the corporation to enter
into an employment contract with any officer in accordance with applicable law.
SECTION 3. REMOVAL. Any officer may be removed by vote of two-thirds of
the board of directors whenever, in its judgment, the best interests of the
Corporation will be served thereby, but such removal, other than for cause,
shall be without prejudice to the contract rights, if any, of the person so
removed.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.
SECTION 5. REMUNERATION. The remuneration of the officers shall be fixed
from time to time by the board of directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. Except as otherwise prescribed by these bylaws with
respect to certificates for shares, the Board of Directors may authorize any
officer, employee, or agent of the bank to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the corporation.
Such authority may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name, unless
authorized by the Board of Directors. Such authority may be general or confined
to specific instances.
6
<PAGE>
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for
the payment of money, notes, or other evidences of indebtedness in the name of
the corporation shall be signed by one or more officer, employee, or agent of
the corporation in such manner as shall from time to time be determined by the
Board of Directors.
SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposits form time to time to the credit of the corporation in any of
its duly authorized depositories as the Board of Directors may select.
SECTION 5. CONTRACTS WITH DIRECTORS AND OFFICERS. To the fullest extent
authorized by and in conformance with Washington law, the corporation may enter
into contracts with and otherwise transact business as vendor, purchaser, or
otherwise, with its directors, officers, employees and shareholders and with
corporations, associations, firms, and entities in which they are or may become
interested as directors, officers, shareholders, or otherwise, as freely as
though such interest did not exist, except that no loans shall be made by the
corporation secured by its shares. In the absence of fraud, the fact that any
director, officer, employee, shareholder, or any corporation, association, firm
or other entity of which any director, officer, employee or shareholder is
interested, is in any way interested in any transaction or contract shall not
make the transaction or contract void or voidable, or require the director,
officer, employee or shareholder to account to this corporation for any profits
therefrom if the transaction or contract is or shall be authorized, ratified, or
approved by (i) the vote of a majority of the Board of Directors excluding any
interested director or directors, (ii) the written consent of the holders of a
majority of the shares entitled to vote, or (iii) a general resolution approving
the acts of the directors and officers adopted at a shareholders meeting by vote
of the holders of the majority of the shares entitled to vote. All loans to
officers and directors shall be subject to Federal and state laws and
regulations. Nothing herein contained shall create or imply any liability in
the circumstances above described or prevent the authorization, ratification or
approval of such transactions or contracts in any other manner.
SECTION 6. SHARES OF ANOTHER CORPORATION. Shares of another corporation
held by this corporation may be voted by the president or any vice president, or
by proxy appointment form by either of them, unless the directors by resolution
shall designate some other person to vote the shares.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of
capital stock of the corporation shall be in such form as shall be determined by
the Board of Directors. Such certificates shall be signed by the chief
executive officer or by any other officer of the corporation authorized by the
Board of Directors, attested by the secretary or an assistant secretary, and
sealed with the corporate seal or a facsimile thereof. The signatures of such
officers upon a certificate may be facsimiles if the certificate is manually
signed on behalf of a transfer agent or a registrar, other than the corporation
itself or one of its employees. Each certificate for shares of capital stock
shall be consecutively numbered or otherwise identified. The name and address
of the person to whom the shares are issued, with the number of shares and date
of issue, shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for the like
number of shares has been surrendered and canceled, except that in case of a
lost or destroyed certificate, a new certificate may be issued therefor upon
such terms and indemnity to the corporation as the Board of Directors may
prescribe.
SECTION 2. TRANSFER OF SHARES. Transfer of shares of capital stock of the
corporation shall be made only on its stock transfer books. Authority for such
transfer shall be given only by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of such authority, or by his
attorney authorized by power of attorney duly executed and filed with the
corporation. Such transfer shall be made only on surrender for cancellation of
the certificate for such shares. The person in whose name of shares of capital
stock stand on the books of the corporation shall be deemed by the corporation
to be the owner thereof for all purposes.
7
<PAGE>
SECTION 3. CERTIFICATION OF BENEFICIAL OWNERSHIP. The Board of Directors
may adopt by resolution a procedure whereby a shareholder of the bank may
certify in writing to the corporation that all or a portion of the shares
registered in the name of such shareholder are held for the account of a
specified person or persons. Upon receipt by the corporation of a certification
complying with such procedure, the persons specified in the certification shall
be deemed, for the purpose or purposes set forth in the certification, to be the
holders of record of the number of shares specified in place of the shareholder
making the certification.
SECTION 4. LOST CERTIFICATES. The board of directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. When authorizing such issue of a new certificate,
the board of directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen, or destroyed
certificate, or his legal representative, to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen,
or destroyed.
ARTICLE VIII
FISCAL YEAR; ANNUAL AUDIT
The fiscal year of the corporation shall end on the last day of September
of each year. The corporation shall be subject to an annual audit as of the end
of its fiscal year by the independent public accountants appointed by and
responsible to the Board of Directors.
ARTICLE IX
DIVIDENDS
Subject to the terms of the corporation's Articles of Incorporation and the
laws of the State of Washington, the Board of Directors may, from time to time,
declare, and the corporation may pay, dividends upon its outstanding shares of
capital stock.
ARTICLE X
CORPORATE SEAL
The corporation need not have a corporate seal. If the directors adopt a
corporate seal, the seal of the corporation shall be circular in form and
consist of the name of the corporation, the state and year of incorporation, and
the words "Corporate Seal."
ARTICLE XI
AMENDMENTS
In accordance with the corporation's Articles of Incorporation, these
bylaws may be repealed, altered, amended or rescinded by the shareholders of the
corporation only by vote of not less than 80% of the outstanding shares of
capital stock of the corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast at a meeting of the
shareholders called for that purpose (provided that notice of such proposed
repeal, alteration, amendment or rescission is included in the notice of such
meeting). In addition, the board of directors may repeal, alter, amend or
rescind these bylaws by vote of two-thirds of the board of directors at a legal
meeting held in accordance with the provisions of these bylaws.
* * *
8
<PAGE>
Exhibit 4
TIMBERLAND BANCORP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON
COMMON STOCK CUSIP
See Reverse For
Certain Definitions
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER
SHARE, OF
Timberland Bancorp, Inc., a stock corporation incorporated under the laws of the
State of Washington. The shares represented by this Certificate are
transferable only on the stock transfer books of the Corporation by the holder
of record hereof or by his duly authorized attorney or legal representative upon
the surrender of this Certificate properly endorsed. Such shares are non-
withdrawable and not insurable. Such shares are not insured by the Federal
government. The Articles and shares represented hereby are issued and shall be
held subject to all provisions of the Articles of Incorporation and Bylaws of
the Corporation and any amendments thereto (copies of which are on file with the
Transfer Agent), to all of which provisions the holder by acceptance hereof,
assents.
IN WITNESS WHEREOF, Timberland Bancorp, Inc. has caused this Certificate to
be executed by the facsimile signatures of its duly authorized officers and has
caused a facsimile of its corporate seal to be hereunto affixed.
CORPORATE SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER
TRANSFER AGENT
[SEAL]
<PAGE>
TIMBERLAND BANCORP, INC.
The shares represented by this Certificate are issued subject to all the
provisions of the Articles of Incorporation and Bylaws of Timberland Bancorp,
Inc. ("Corporation") as from time to time amended (copies of which are on file
with the Transfer Agent and at the principal executive offices of the
Corporation).
The shares represented by this Certificate are subject to a limitation
contained in the Articles of Incorporation to the effect that in no event shall
any record owner of any outstanding common stock which is beneficially owned,
directly or indirectly, by a person who beneficially owns in excess of 10% of
the outstanding shares of common stock (the "Limit") be entitled or permitted to
vote in respect of the shares held in excess of the Limit, unless a majority of
the whole Board of Directors, as defined, shall have by resolution granted in
advance such entitlement or permission.
The Board of Directors of the Corporation is authorized by resolution(s),
from time to time adopted, to provide for the issuance of preferred stock in
series and to fix and state the powers, designations, preferences and relative,
participating, optional or other special rights of the shares of each such
series and the qualifications, limitations and restrictions thereof. The
Corporation will furnish to any shareholder upon request and without charge a
full description of each class of stock and any series thereof.
The shares represented by this Certificate may not be cumulatively voted on
any matter. The affirmative vote of the holders of at least 80% of the voting
stock of the Corporation, voting together as a single class, shall be required
to approve certain business combinations and other transactions, pursuant to the
Articles of Incorporation, or to amend certain provisions of the Articles of
Incorporation.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as through they were written out in full
according to applicable laws or regulations.
TEN COM -as tenants in common
TEN ENT -as tenants by the entireties
JT TEN -as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT -_______ Custodian _______ under Uniform Gifts to
(Cust) (Minor)
Minors Act _________
(State)
Additional abbreviations may also be used though not in the above list
For value received, ___________________________________________ hereby
sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please print or typewrite name and address, including postal zip code, of
assignee
- --------------------------------------------------------------------------------
shares of the Common Stock evidenced by this Certificate, and do hereby
irrevocably constitute and appoint __________________________________ Attorney,
to transfer the said shares on the books of the within named Corporation, with
full power of substitution.
Dated _________________
----------------------------------
Signature
----------------------------------
Signature
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the Certificate in every
particular, without alteration or
enlargement or any change whatever.
<PAGE>
Exhibit 5
[LETTERHEAD OF BREYER & AGUGGIA APPEARS HERE]
September 17, 1997
Board of Directors
Timberland Bancorp, Inc.
624 Simpson Avenue
Hoquiam, Washington 98550
RE: Timberland Bancorp, Inc.
Registration Statement on Form S-1
Gentlemen and Lady:
You have requested our opinion as special counsel for Timberland Bancorp,
Inc., a Washington corporation, in connection with the above-referenced
registration statement filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended.
In rendering this opinion, we understand that the common stock of
Timberland Bancorp, Inc. will be offered and sold in the manner described in the
Prospectus, which is part of the Registration Statement. We have examined such
records and documents and made such examination as we have deemed relevant in
connection with this opinion.
Based upon the foregoing, it is our opinion that the shares of common stock
of Timberland Bancorp, Inc. will upon issuance be legally issued, fully paid and
nonassessable.
This opinion is furnished for use as an exhibit to the Registration
Statement. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "LEGAL
OPINIONS."
Very truly yours,
/s/ Breyer & Aguggia
BREYER & AGUGGIA
Washington, D.C.
<PAGE>
Exhibit 8.1
[LETTERHEAD OF BREYER & AGUGGIA APPEARS HERE]
September 11, 1997
Boards of Directors
Timberland Savings Bank, SSB
Timberland Bancorp, Inc.
624 Simpson Avenue
Hoquiam, Washington 98550
Re: Certain Federal Income Tax Consequences Relating to Proposed Holding
Company Conversion of Timberland Savings Bank, SSB
--------------------------------------------------------------------
Gentlemen and Lady:
In accordance with your request, set forth herein is the opinion of this
firm relating to certain federal income tax consequences of (i) the proposed
conversion of Timberland Savings Bank, SSB (the "Savings Bank") from a
Washington-chartered mutual savings bank to a Washington-chartered capital stock
savings bank (the "Converted Savings Bank") (the "Stock Conversion") and (ii)
the concurrent acquisition of 100% of the outstanding capital stock of the
Converted Savings Bank by a parent holding company formed at the direction of
the Board of Directors of the Savings Bank and to be known as "Timberland
Bancorp, Inc." (the "Holding Company").
For purposes of this opinion, we have examined such documents and questions
of law as we have considered necessary or appropriate, including but not limited
to the Plan of Conversion as adopted by the Savings Bank's Board of Directors on
July 10, 1997 (the "Plan"); the mutual charter and bylaws of the Savings Bank;
the certificate of incorporation and bylaws of the Holding Company; the
Affidavit of Representations dated September 10, 1997 provided to us by the
Savings Bank (the "Affidavit"), and the Prospectus (the "Prospectus") included
in the Registration Statement on Form S-1 to be filed with the Securities and
Exchange Commission ("SEC") (the "Registration Statement"). In such
examination, we have assumed, and have not independently verified, the
genuineness of all signatures on original documents where due execution and
delivery are requirements to the effectiveness thereof. Terms used but not
defined herein, whether capitalized or not, shall have the same meaning as
defined in the Plan.
<PAGE>
Boards of Directors
Timberland Savings Bank, SSB
Timberland Bancorp, Inc.
September 11, 1997
Page 2
BACKGROUND
----------
Based solely upon our review of such documents, and upon such information
as the Savings Bank has provided to us (which we have not attempted to verify in
any respect), and in reliance upon such documents and information, we set forth
herein a general summary of the relevant facts and proposed transactions,
qualified in its entirety by reference to the documents cited above.
The Savings Bank is a Washington-chartered mutual savings bank which is in
the process of converting to a Washington-chartered stock savings bank. The
Savings Bank was initially organized in 1915. The Savings Bank is also a member
of the Federal Home Loan Bank System and its deposits are federally insured
under the Savings Association Insurance Fund ("SAIF") of the Federal Deposit
Insurance Corporation ("FDIC"). The Savings Bank main office is located in
Hoquiam, Washington.
The Savings Bank is engaged primarily in the business of attracting
deposits from the general public and using such funds to originate fixed-rate
mortgage loans and adjustable rate mortgage loans secured by one- to- four
family residential real estate located in its primary market area. The Savings
Bank is also an active originator of residential construction loans and
commercial real estate loans. At June 30, 1997, the Savings Bank had total
assets of $206.2 million, total deposit accounts of $167.1 million, and total
shareholders' equity of $23.9 million, on a consolidated basis.
As a Washington-chartered mutual savings bank, the Savings Bank has no
authorized capital stock. Instead, the Savings Bank, in mutual form, has a
unique equity structure. A savings depositor of the Savings Bank is entitled to
payment of interest on his account balance as declared and paid by the Savings
Bank, but has no right to a distribution of any earnings of the Savings Bank
except for interest paid on his deposit. Rather, such earnings become retained
earnings of the Savings Bank.
However, a savings depositor does have a right to share pro rata, with
--- ----
respect to the withdrawal value of his respective savings account, in any
liquidation proceeds distributed if the Savings Bank is ever liquidated.
Savings depositors and certain borrowers are members of the Savings Bank and
thereby have voting rights in the Savings Bank. Each savings depositor is
entitled to cast votes in proportion to the size of their account balances or
fraction thereof held in a withdrawable deposit account of the Savings Bank, and
each borrower member (hereinafter "borrower") is entitled to one vote in
addition to the votes (if any) to which such person is entitled in such
borrower's capacity as a savings depositor of the Savings Bank. All of the
<PAGE>
Boards of Directors
Timberland Savings Bank, SSB
Timberland Bancorp, Inc.
September 11, 1997
Page 3
interests held by a savings depositor in the Savings Bank cease when such
depositor closes his accounts with the Savings Bank.
The Holding Company was incorporated on September 8, 1997 under the laws of
the State of Washington as a general business corporation in order to act as a
savings institution holding company. The Holding Company has an authorized
capital structure of 50 million shares of common stock and one million shares of
preferred stock.
PROPOSED TRANSACTION
--------------------
Management of the Savings Bank believes that the Stock Conversion offers a
number of advantages which will be important to the future growth and
performance of the Converted Savings Bank in that it is intended to support the
Converted Savings Bank's current lending and investment activities and also
support possible future expansion and diversification of operations; afford the
Converted Savings Bank's members and others the opportunity to become
stockholders of the Holding Company and participate more directly in, and
contribute to, any future growth of the Holding Company and the Converted
Savings Bank; enable the Holding Company and the Converted Savings Bank to raise
additional capital in the public equity or debt markets should the need arise.
Accordingly, pursuant to the Plan, the Savings Bank will undergo the Stock
Conversion whereby it will be converted from a Washington-chartered mutual
savings bank to a Washington-chartered stock savings bank. As part of the Stock
Conversion, the Savings Bank will amend its existing mutual savings bank charter
and bylaws to read in the form of a Washington stock charter and bylaws. The
Converted Savings Bank will then issue to the Holding Company shares of the
Converted Savings Bank's common stock representing all of the shares of capital
stock to be issued by the Converted Savings Bank in the Conversion, in exchange
for payment by the Holding Company of at least 50% of the net proceeds realized
by the Holding Company from such sale of its Common Stock, less amounts
necessary to fund the Employee Stock Ownership Plan of the Savings Bank, or such
other percentage as the FDIC or Washington Department of Financial Institutions,
Division of Banks (the "Division") may authorize or require.
Also pursuant to the Plan, the Holding Company will offer its shares of
Common Stock for sale in a Subscription Offering and Community Offering. The
aggregate purchase price at which all shares of Common Stock will be offered and
sold pursuant to the Plan and the total number of shares of Common Stock to be
offered in the Conversion will be determined by the Boards of Directors of the
Savings Bank and the Holding Company on the basis of the estimated pro forma
--- -----
market value of the Converted Savings Bank as a subsidiary of the Holding
Company.
<PAGE>
Boards of Directors
Timberland Savings Bank, SSB
Timberland Bancorp, Inc.
September 11, 1997
Page 4
The estimated pro forma market value will be determined by an independent
--- -----
appraiser. Pursuant to the Plan, all such shares will be issued and sold at a
uniform price per share. The Stock Conversion, including the sale of newly
issued shares of the stock of the Converted Savings Bank to the Holding Company,
will be deemed effective concurrently with the closing of the sale of the Common
Stock.
Under the Plan and in accordance with regulations of the FDIC and the
Division, the shares of Common Stock will first be offered through the
Subscription Offering pursuant to non-transferable subscription rights on the
basis of preference categories in the following order of priority:
(1) Eligible Account Holders;
(2) Tax-Qualified Employee Stock Benefit Plans of the Savings Bank;
(3) Supplemental Eligible Account Holders; and
(4) Other Members.
Any shares of Common Stock not subscribed for in the Subscription Offering
will be offered in the Community Offering in the following order of priority:
(a) Natural persons residing in each county in which the Savings Bank has
a home or branch office; and
(b) The general public.
Any shares of Common Stock not subscribed for in the Community Offering
will be offered to certain members of the general public on a best efforts basis
by a selling group of broker dealers in a Syndicated Community Offering.
The Plan also provides for the establishment of a Liquidation Account by
the Converted Savings Bank for the benefit of all Eligible Account Holders and
any Supplemental Eligible Account Holders in an amount equal to the net worth of
the Savings Bank as of the date of the latest statement of financial condition
contained in the final prospectus issued in connection with the Conversion. The
establishment of the Liquidation Account will not operate to restrict the use or
application of any of the net worth accounts of the Converted Savings Bank. The
account holders will have an inchoate interest in a proportionate amount of the
Liquidation Account with
<PAGE>
Boards of Directors
Timberland Savings Bank, SSB
Timberland Bancorp, Inc.
September 11, 1997
Page 5
respect to each savings account held and will be paid by the Converted Savings
Bank in event of liquidation prior to any liquidation distribution being made
with respect to capital stock.
Following the Stock Conversion, voting rights in the Converted Savings Bank
shall be vested in the sole holder of stock in the Converted Savings Bank, which
will be the Holding Company. Voting rights in the Holding Company after the
Stock Conversion will be vested in the holders of the Common Stock.
The Stock Conversion will not interrupt the business of the Savings Bank.
The Converted Savings Bank will continue to engage in the same business as the
Savings Bank immediately prior to the Stock Conversion, and the Converted
Savings Bank will continue to have its savings accounts insured by the SAIF.
Each depositor will retain a withdrawable savings account or accounts equal in
dollar amount to, and on the same terms and conditions as, the withdrawable
account or accounts at the time of Stock Conversion except to the extent funds
on deposit are used to pay for Common Stock purchased in the Stock Conversion.
All loans of the Savings Bank will remain unchanged and retain their same
characteristics in the Converted Savings Bank.
The Plan must be approved by the FDIC and the Division and by an
affirmative vote of at least a majority of the total votes eligible to be cast
at a meeting of the Savings Bank's members called to vote on the Plan.
Immediately prior to the Conversion, the Savings Bank will have a positive
net worth determined in accordance with generally accepted accounting
principles.
OPINION
-------
Based on the foregoing and in reliance thereon, and subject to the
conditions stated herein, it is our opinion that the following federal income
tax consequences will result from the proposed transaction.
1. The Stock Conversion will constitute a reorganization within the
meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986,
as amended (the "Code"), and no gain or loss will be recognized to
either the Savings Bank or the Converted Savings Bank as a result of
the Stock Conversion (see Rev. Rul. 80-105, 1980-1 C.B. 78).
---
<PAGE>
Boards of Directors
Timberland Savings Bank, SSB
Timberland Bancorp, Inc.
September 11, 1997
Page 6
2. The assets of the Savings Bank will have the same basis in the hands
of the Converted Savings Bank as in the hands of the Savings Bank
immediately prior to the Stock Conversion (Section 362(b) of the
Code).
3. The holding period of the assets of the Savings Bank to be received
by the Converted Savings Bank will include the period during which
the assets were held by the Savings Bank prior to the Stock
Conversion (Section 1223(2) of the Code).
4. No gain or loss will be recognized by the Converted Savings Bank on
the receipt of money from the Holding Company in exchange for shares
of common stock of the Converted Savings Bank (Section 1032(a) of the
Code). The Holding Company will be transferring solely cash to the
Converted Savings Bank in exchange for all the outstanding capital
stock of the Converted Savings Bank and therefore will not recognize
any gain or loss upon such transfer. (Section 351(a) of the Code;
see Rev. Rul. 69-357, 1969-1 C.B. 101).
---
5. No gain or loss will be recognized by the Holding Company upon
receipt of money from stockholders in exchange for shares of Common
Stock (Section 1032(a) of the Code).
6. No gain or loss will be recognized by the Eligible Account Holders
and Supplemental Eligible Account Holders of the Savings Bank upon
the issuance of them of deposit accounts in the Converted Savings
Bank in the same dollar amount and on the same terms and conditions
in exchange for their deposit accounts in the Savings Bank held
immediately prior to the Stock Conversion (Section 1001(a) of the
Code; Treas. Reg. (S)1.1001-1(a)).
7. The tax basis of the Eligible Account Holders' and Supplemental
Eligible Account Holders' savings accounts in the Converted Savings
Bank received as part of the Stock Conversion will equal the tax
basis of such account holders' corresponding deposit accounts in the
Savings Bank surrendered in exchange therefor (Section 1012 of the
Code).
8. Gain or loss, if any, will be realized by the deposit account holders
of the Savings Bank upon the constructive receipt of their interest
in the liquidation account of the Converted Savings Bank and on the
nontransferable subscription rights to purchase stock of the Holding
Company in exchange for their proprietary rights in the Savings Bank.
Any such gain will be recognized by the Savings Bank deposit account
holders, but only in an amount not in excess of the fair market
<PAGE>
Boards of Directors
Timberland Savings Bank, SSB
Timberland Bancorp, Inc.
September 11, 1997
Page 7
value of the liquidation account and subscription rights received.
(Section 1001 of the Code; Paulsen v. Commissioner, 469 U.S. 131
-----------------------
(1985); Rev. Rul. 69-646, 1969-2 C.B. 54.)
9. The basis of each account holder's interest in the Liquidation
Account received in the Stock Conversion and to be established by the
Converted Savings Bank pursuant to the Stock Conversion will be equal
to the value, if any, of that interest.
10. No gain or loss will be recognized upon the exercise of a
subscription right in the Stock Conversion. (Rev. Rul. 56-572, 1956-2
C.B. 182).
11. The basis of the Common Stock acquired in the Stock Conversion will
be equal to the purchase price of such stock, increased, in the case
of such stock acquired pursuant to the exercise of subscription
rights, by the fair market value, if any, of the subscription rights
exercised (Section 1012 of the Code).
12. The holding period of the Common Stock acquired in the Stock
Conversion pursuant to the exercise of subscription rights will
commence on the date on which the subscription rights are exercised
(Section 1223(6) of the Code). The holding period of the Common
Stock acquired in the Community Offering will commence on the date
following the date on which such stock is purchased (Rev. Rul. 70-
598, 1970-2 C.B. 168; Rev. Rul. 66-97, 1966-1 C.B. 190).
SCOPE OF OPINION
----------------
Our opinion is limited to the federal income tax matters described above
and does not address any other federal income tax considerations or any federal,
state, local, foreign or other tax considerations. If any of the information
upon which we have relied is incorrect, or if changes in the relevant facts
occur after the date hereof, our opinion could be affected thereby. Moreover,
our opinion is based on the case law, Code, Treasury Regulations thereunder and
Internal Revenue Service rulings as they now exist. These authorities are all
subject to change, and such change may be made with retroactive effect. We can
give no assurance that, after such change, our opinion would not be different.
We undertake no responsibility to update or supplement our opinion. This
opinion is not binding on the Internal Revenue Service and there can be no
assurance, and none is hereby given, that the Internal Revenue Service will not
take a position contrary to one or more of the positions reflected in the
foregoing opinion, or that our opinion will be upheld by the courts if
challenged by the Internal Revenue Service.
<PAGE>
Boards of Directors
Timberland Savings Bank, SSB
Timberland Bancorp, Inc.
September 11, 1997
Page 8
CONSENTS
--------
We hereby consent to the filing of this opinion with the Division and the
FDIC as an exhibit to the Application to Convert a Mutual Savings Bank to a
Stock Owned Savings Bank.
We also hereby consent to the filing of this opinion with the SEC as an
exhibit to the Registration Statement and to the reference on our firm in the
Prospectus, which is a part of the Registration Statement, under the headings
"THE CONVERSION -- Effect of Conversion to Stock Form on Depositors and
Borrowers of the Savings Bank -- Tax Effects" and "LEGAL AND TAX OPINIONS."
Very truly yours,
/s/ Breyer & Aguggia
BREYER & AGUGGIA
<PAGE>
Exhibit 8.2
[Letterhead of Dwyer Pemberton and Coulson, P.C.]
September 11, 1997
Boards of Directors
Timberland Savings Bank, SSB
Timberland Bancorp, Inc.
624 Simpson Avenue
Hoquiam, Washington 98550
Gentlemen:
In accordance with your request, set forth herein is the opinion of this firm
relating to certain Washington tax consequences of (i) the proposed conversion
of Timberland Savings Bank, SSB ("Savings Bank") from a Washington-chartered
mutual savings bank to a Washington-chartered stock savings bank ("Converted
Savings Bank") and (ii) the concurrent acquisition of 100% of the outstanding
capital stock of the Converted Savings Bank by a parent holding company formed
at the direction of the Board of Directors of the Savings Bank and to be known
as Timberland Bancorp, Inc. ("Holding Company") (collectively, the "Stock
Conversion").
You have previously received the opinion of Breyer & Aguggia regarding the
federal income tax consequences of the Stock Conversion to the Savings Bank, the
Converted Savings Bank, the Holding Company and the deposit account holders of
the Savings Bank under the Internal Revenue Code of 1986, as amended ("Code").
The federal tax opinion concludes, inter alia, that the proposed transactions
----- ----
qualify as a tax-free reorganization under Section 368(a)(1)(F) of the Code.
The State of Washington does not have a state income tax per se, but relies
instead for its revenue on other types of taxes. These other taxes primarily
include property taxes, retail sales/use taxes, and business and occupation
taxes. Money, credits, accounts, bonds, stocks and shares of private
corporations, along with various other intangibles, are expressly exempted from
an valorem (property) taxation, under RCW 84.36.070. Through reasoning similar
to that employed by the federal taxing authority in the case of exchanges
described in under Code Section 351, the State of Washington, Department of
Revenue takes the position, in WAC 458-20-106, that the retail sales/use tax
does not apply to a transfer of capital to a corporation in exchange for stock
therein. Likewise, the business and occupation ("B&O") tax does not apply to
"casual or isolated sales," WAC 458-20-106, which are defined as "sales[s] made
by a person who is not engaged in the business of selling the type of property
involved." Since Timberland Bancorp, Inc. is not in the business of selling
shares of stock in itself, we are of the opinion that issuance of shares of
stock in exchange for capital contributions fits within this definition, and is,
therefore, a casual or isolated sale not subject to the B&O tax.
<PAGE>
Based upon the facts and circumstances attendant to the proposed reorganization,
as they have been related to us via the Breyer & Aguggia opinion letter referred
to above, it is our opinion that, under the laws of the State of Washington, no
adverse tax consequences will be incurred by either the Savings Bank or its
depositors as a result of the implementation of the transactions contemplated by
the Plan.
No opinion is expressed on any matter other than state tax consequences which
might result from the implementation of the Stock Conversion.
We hereby consent to the filing of this opinion with the SEC and the FDIC as
exhibits to the Registration Statement on Form S-1 and the Savings Bank's
Application for Conversion, respectively, and the reference on our firm in the
Prospectus, which is a part such Registration Statement and Application, under
the headings "THE CONVERSION -- Effects of Conversion on Depositors and
Borrowers of the Savings Bank -- Tax Effects" and "LEGAL AND TAX OPINIONS."
/s/ DWYER PEMBERTON AND COULSON, P.C.
<PAGE>
Exhibit 8.3
[LETTERHEAD OF RP FINANCIAL, L.C. APPEARS HERE]
August 29, 1997
Board of Directors
Timberland Savings Bank
624 Simpson Avenue
Hoquiam, Washington 98550
Gentlemen:
Re: Plan of Conversion: Subscription Rights
Timberland Savings Bank, SSB
Gentlemen:
All capitalized terms not otherwise defined in this letter have the
meanings given such terms in the Plan of Conversion adopted by the Board of
Directors of Timberland Savings Bank, SSB, ("Timberland" or the "Bank") whereby
the Bank will convert from a state-chartered chartered mutual savings bank to a
state-chartered stock savings bank and issue all of the Bank's outstanding
capital stock to Timberland Bancorp, Inc. (the "Holding Company").
Simultaneously, the Holding Company will issue shares of common stock.
We understand that in accordance with the Plan of Conversion, Subscription
Rights to purchase shares of Common Stock in the Holding Company are to be
issued to: (1) Eligible Account Holders; (2) the ESOP; (3) Supplemental Eligible
Account Holders; and (4) Other Members of the Bank. 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, pursuant to our valuation of the Subscription
Rights:
(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 the Holding Company's value alone. Accordingly, no
assurance can be given that persons who subscribe to shares of common stock in
the conversion will thereafter be able to buy or sell such shares at the same
price paid in the Subscription Offering.
Sincerely,
/s/ James P. Hennessey
James P. Hennessey
Senior Vice President
<PAGE>
Exhibit 10.1
TIMBERLAND SAVINGS BANK, SSB
EMPLOYEE STOCK OWNERSHIP PLAN
Effective as of October 1, 1997
<PAGE>
TIMBERLAND SAVINGS BANK, SSB
EMPLOYEE STOCK OWNERSHIP PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
PREAMBLE..................................................................... 1
ARTICLE I
DEFINITION OF TERMS AND CONSTRUCTION
1.1 Definitions............................................................. 2
1.2 Plurals and Gender...................................................... 7
1.3 Incorporation of Trust Agreement........................................ 7
1.4 Headings................................................................ 7
1.5 Severability............................................................ 8
1.6 References to Governmental Regulations.................................. 8
ARTICLE II
PARTICIPATION
2.1 Commencement of Participation........................................... 9
2.2 Termination of Participation............................................ 9
2.3 Resumption of Participation............................................. 9
2.4 Determination of Eligibility............................................ 10
ARTICLE III
CREDITED SERVICE
3.1 Service Counted for Eligibility Purposes................................ 11
3.2 Service Counted for Vesting Purposes.................................... 11
3.3 Credit for Pre-Break Service............................................ 11
3.4 Service Credit During Authorized Leaves................................. 11
3.5 Service Credit During Maternity or Paternity Leave...................... 12
3.6 Ineligible Employees.................................................... 12
ARTICLE IV
CONTRIBUTIONS
4.1 Employee Stock Ownership Contributions.................................. 13
4.2 Time and Manner of Employee Stock Ownership Contributions............... 13
</TABLE>
i
<PAGE>
<TABLE>
<S> <C>
4.3 Records of Contributions............................................... 14
4.4 Erroneous Contributions................................................ 14
ARTICLE V
ACCOUNTS, ALLOCATIONS AND INVESTMENTS
5.1 Establishment of Separate Participant Accounts......................... 15
5.2 Establishment of Suspense Account...................................... 15
5.3 Allocation of Earnings, Losses and Expenses............................ 16
5.4 Allocation of Forfeitures.............................................. 16
5.5 Allocation of Annual Employee Stock Ownership Contributions............ 16
5.6 Limitation on Annual Additions......................................... 17
5.7 Erroneous Allocations.................................................. 20
5.8 Value of Participant's Interest in Fund................................ 21
5.9 Investment of Account Balances......................................... 21
ARTICLE VI
RETIREMENT, DEATH AND DESIGNATION OF BENEFICIARY
6.1 Normal Retirement...................................................... 22
6.2 Early Retirement....................................................... 22
6.3 Disability Retirement.................................................. 22
6.4 Death Benefits......................................................... 22
6.5 Designation of Death Beneficiary and Manner of Payment................. 23
ARTICLE VII
VESTING AND FORFEITURES
7.1 Vesting on Death, Disability, Retirement, Change in Control............ 24
7.2 Vesting on Termination of Participation................................ 24
7.3 Disposition of Forfeitures............................................. 25
ARTICLE VIII
EMPLOYEE STOCK OWNERSHIP RULES
8.1 Right to Demand Employer Securities.................................... 26
8.2 Voting Rights.......................................................... 26
8.3 Nondiscrimination in Employee Stock Ownership Contributions............ 26
8.4 Dividends.............................................................. 27
8.5 Exempt Loans........................................................... 27
8.6 Exempt Loan Payments................................................... 28
8.7 Put Option............................................................. 29
8.8 Diversification Requirements........................................... 30
</TABLE>
ii
<PAGE>
<TABLE>
<S> <C>
8.9 Independent Appraiser................................................. 30
8.10 Limitation on Allocation.............................................. 30
ARTICLE IX
PAYMENTS AND DISTRIBUTIONS
9.1 Payments on Termination of Service -- In General...................... 32
9.2 Commencement of Payments.............................................. 32
9.3 Mandatory Commencement of Benefits.................................... 32
9.4 Required Beginning Date............................................... 35
9.5 Form of Payment....................................................... 35
9.6 Payments Upon Termination of Plan..................................... 35
9.7 Distribution Pursuant to Qualified Domestic Relations Orders.......... 36
9.8 Cash-Out Distributions................................................ 36
9.9 ESOP Distribution Rule................................................ 37
9.10 Withholding........................................................... 37
9.11 Waiver of 30-day Notice............................................... 38
ARTICLE X
PROVISIONS RELATING TO TOP-HEAVY PLANS
10.1 Top-Heavy Rules to Control............................................ 39
10.2 Top-Heavy Plan Definitions............................................ 39
10.3 Calculation of Accrued Benefits....................................... 41
10.4 Determination of Top-Heavy Status..................................... 42
10.5 Determination of Super Top-Heavy Status............................... 43
10.6 Minimum Contribution.................................................. 43
10.7 Maximum Benefit Limitation............................................ 44
10.8 Vesting............................................................... 44
ARTICLE XI
ADMINISTRATION
11.1 Appointment of Administrator.......................................... 45
11.2 Resignation or Removal of Administrator............................... 45
11.3 Appointment of Successors: Terms of Office, Etc....................... 45
11.4 Powers and Duties of Administrator.................................... 45
11.5 Action by Administrator............................................... 46
11.6 Participation by Administrators....................................... 47
11.7 Agents................................................................ 47
11.8 Allocation of Duties.................................................. 47
11.9 Delegation of Duties.................................................. 47
11.10 Administrator's Action Conclusive..................................... 47
11.11 Compensation and Expenses of Administrator............................ 47
</TABLE>
iii
<PAGE>
<TABLE>
<S> <C>
11.12 Records and Reports.................................................. 48
11.13 Reports of Fund Open to Participants................................. 48
11.14 Named Fiduciary...................................................... 48
11.15 Information from Employer............................................ 48
11.16 Reservation of Rights by Employer.................................... 48
11.17 Liability and Indemnification........................................ 49
11.18 Service as Trustee and Administrator................................. 49
ARTICLE XII
CLAIMS PROCEDURE
12.1 Notice of Denial...................................................... 50
12.2 Right to Reconsideration.............................................. 50
12.3 Review of Documents................................................... 50
12.4 Decision by Administrator............................................. 50
12.5 Notice by Administrator............................................... 50
ARTICLE XIII
AMENDMENTS, TERMINATION AND MERGER
13.1 Amendments............................................................ 51
13.2 Consolidation, Merger or Other Transactions of Employer............... 51
13.3 Consolidation or Merger of Trust...................................... 52
13.4 Bankruptcy or Insolvency of Employer.................................. 52
13.5 Voluntary Termination................................................. 53
13.6 Partial Termination of Plan or Permanent Discontinuance of
Contributions........................................................ 53
ARTICLE XIV
MISCELLANEOUS
14.1 No Diversion of Funds................................................. 54
14.2 Liability Limited..................................................... 54
14.3 Incapacity............................................................ 54
14.4 Spendthrift Clause.................................................... 54
14.5 Benefits Limited to Fund.............................................. 55
14.6 Cooperation of Parties................................................ 55
14.7 Payments Due Missing Persons.......................................... 55
14.8 Governing Law......................................................... 55
14.9 Nonguarantee of Employment............................................ 55
14.10 Counsel............................................................... 56
</TABLE>
iv
<PAGE>
Timberland Savings Bank, SSB
EMPLOYEE STOCK OWNERSHIP PLAN
PREAMBLE
Effective as of October 1, 1997, Timberland Savings Bank, SSB (the
"Sponsor"), a Washington chartered stock savings bank (the "Sponsor"), has
adopted the Timberland Savings Bank, SSB Employee Stock Ownership Plan in order
to enable Participants to share in the growth and prosperity of the Sponsor, and
to provide Participants with an opportunity to accumulate capital for their
future economic security by accumulating funds to provide retirement, death and
disability benefits. The Plan is a stock bonus plan designed to meet the
requirements of an employee stock ownership plan as described at Section
4975(e)(7) of the Code and Section 407(d)(6) of ERISA. The primary purpose of
the employee stock ownership plan is to invest in employer securities. The
Sponsor intends that the Plan will qualify under Sections 401(a) and 501(a) of
the Code and will comply with the provisions of ERISA.
The terms of this Plan shall apply only with respect to Employees of the
Employer on and after October 1, 1997.
<PAGE>
ARTICLE I
DEFINITION OF TERMS AND CONSTRUCTION
1.1 Definitions.
Unless a different meaning is plainly implied by the context, the following
terms as used in this Plan shall have the following meanings:
(a) "Act" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time, or any successor statute.
(b) "Administrator" shall mean the administrative committee provided for in
Article XI.
(c) "Annual Additions" shall mean, with respect to each Participant, the
sum of those amounts allocated to the Participant's accounts under this Plan and
under any other qualified defined contribution plan to which the Employer
contributes for any Limitation Year, consisting of the following:
(1) Employer contributions;
(2) Forfeitures; and
(3) Voluntary contributions (if any).
(d) "Authorized Leave of Absence" shall mean an absence from Service with
respect to which the Employee may or may not be entitled to Compensation and
which meets any one of the following requirements:
(1) Service in any of the armed forces of the United States for up to
36 months, provided that the Employee resumes Service within 90
days after discharge, or such longer period of time during which
such Employee's employment rights are protected by law; or
(2) Any other absence or leave expressly approved and granted by the
Employer which does not exceed 24 months, provided that the
Employee resumes Service at or before the end of such approved
leave period. In approving such leaves of absence, the Employer
shall treat all Employees on a uniform and nondiscriminatory
basis.
(e) "Beneficiary" shall mean such persons as may be designated by the
Participant to receive benefits after the death of the Participant, or such
persons designated by the Administrator to receive benefits after the death of
the Participant, all as provided in Section 6.5.
2
<PAGE>
(f) "Board of Directors" shall mean the Board of Directors of the Sponsor.
(g) "Break" shall mean a Plan Year during which an Employee fails to
complete more than 500 Hours of Service.
(h) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, or any successor statute.
(i) "Compensation" shall mean the amount of remuneration paid to an
Employee by the Employer, after the date on which the Employee becomes a
Participant, for services rendered to the Employer during a Plan Year, including
base salary, bonuses, overtime and commissions, and any amount of compensation
contributed pursuant to a salary reduction election under Code Section 401(k)
and any amount of compensation contributed to a cafeteria plan described at
Section 125 of the Code, but excluding amounts paid by the Employer or accrued
with respect to this Plan or any other qualified or non-qualified unfunded plan
of deferred compensation or other employee welfare plan to which the Employer
contributes, payments for group insurance, medical benefits, reimbursement for
expenses, and other forms of extraordinary pay, and excluding amounts accrued
for a prior year.
Notwithstanding the foregoing, for purposes of complying with Code Section
415, a Participant's contributions to a 401(k) Plan and cafeteria plan shall not
be included in the Participant's compensation. Notwithstanding anything herein
to the contrary, the annual Compensation of each Participant taken into account
under the Plan for any Plan Year shall not exceed $150,000, as adjusted from
time to time in accordance with Section 417 of the Code.
(j) "Date of Hire" shall mean the date on which a person shall perform his
first Hour of Service. Notwithstanding the foregoing, in the event a person
incurs one or more consecutive Breaks after his initial Date of Hire which
results in the forfeiture of his pre-Break Service pursuant to Section 3.3, his
"Date of Hire" shall thereafter be the date on which he completes his first Hour
of Service after such Break or Breaks.
(k) "Disability" shall mean a physical or mental impairment which prohibits
a Participant from engaging in any occupation for wages or profit and which has
caused the Social Security Administration to classify the individual as
"disabled" for purposes of Social Security.
(l) "Disability Retirement Date" shall mean the first day of the month
after which a Participant incurs a Disability.
(m) "Early Retirement Date" shall mean the first day of the month
coincident with or next following the date on which a Participant attains age 55
and completes ten (10) Years of Service.
(n) "Effective Date" shall mean October 1, 1997.
3
<PAGE>
(o) "Eligibility Period" shall mean the period of 12 consecutive months
commencing on an Employee's Date of Hire.
(p) "Employee" shall mean any person employed by the Employer, including
officers but excluding directors in their capacity as such; provided, however,
that the term "Employee" shall not include leased employees, employees regularly
employed outside the employer's own offices in connection with the operation and
maintenance of buildings or other properties acquired through foreclosure or
deed, and any employee included in a unit of employees covered by a collective-
bargaining agreement with the Employer that does not expressly provide for
participation of such employees in this Plan, where there has been good-faith
bargaining between the Employer and employees' representatives on the subject of
retirement benefits.
(q) "Employer" shall mean Timberland Savings Bank, SSB, a Washington
chartered stock savings bank, or any successors to the aforesaid by merger,
consolidation or otherwise, which may agree to continue this Plan, or any
affiliated or subsidiary corporation or business organization of any Employer
which, with the consent of the Sponsor, shall agree to become a party to this
Plan.
(r) "Employer Securities" shall mean the common stock issued by Timberland
Bancorp, Inc., a Washington corporation, or any employer security within the
meaning of Section 4975(c)(8) of the Code and Section 407(d)(1) of ERISA.
(s) "Entry Date" shall mean October 1 and April 1 of each Plan Year.
(t) "Exempt Loan" shall mean a loan described at Section 4975(d)(1) of the
Code to the Trustee to purchase Employer Securities for the Plan, made or
guaranteed by a disqualified person, as defined at Section 4975(e)(2) of the
Code, including, but not limited to, a direct loan of cash, a purchase money
transaction, an assumption of an obligation of the Trustee, an unsecured
guarantee or the use of assets of such disqualified person as collateral for
such a loan.
(u) "Former Participant" shall mean any previous Participant whose
participation has terminated but who has a vested interest in the Plan which has
not been distributed in full.
(v) "Fund" shall mean the Fund maintained by the Trustee pursuant to the
Trust Agreement in order to provide for the payment of the benefits specified in
the Plan.
(w) "Hour of Service" shall mean each hour for which an Employee is
directly or indirectly paid or entitled to payment by an Employer for the
performance of duties or for reasons other than the performance of duties (such
as vacation time, holidays, sickness, disability, paid lay-offs, jury duty and
similar periods of paid nonworking time). To the extent not otherwise included,
Hours of Service shall also include each hour for which back pay, irrespective
of mitigation of damages, is either awarded or agreed to by the Employer. Hours
of working time shall be credited on the basis of actual hours worked, even
though compensated at a premium rate for overtime or other reasons. In
computing and crediting Hours of Service for an
4
<PAGE>
Employee under this Plan, the rules set forth in Sections 2530.200b-2(b) and (c)
of the Department of Labor Regulations shall apply, said Sections being herein
incorporated by reference. Hours of Service shall be credited to the Plan Year
or other relevant period during which the services were performed or the
nonworking time occurred, regardless of the time when Compensation therefor may
be paid. Any Employee for whom no hourly employment records are kept by the
Employer shall be credited with 45 Hours of Service for each calendar week in
which he would have been credited with a least one Hour or Service under the
foregoing provisions, if hourly records were available. Solely for purposes of
determining whether a Break for participation and vesting purposes has occurred
in an Eligibility Period or Plan Year, an individual who is absent from work for
maternity or paternity reasons shall receive credit for the Hours of Service
which would otherwise have been credited to such individual but for such
absence, or in any case in which such hours cannot be determined, eight Hours of
Service per day of such absence. For purposes of this Section 1.1(w), an
absence from work for maternity or paternity reasons means an absence (1) by
reason of the pregnancy of the individual, (2) by reason of a birth of a child
of the individual, (3) by reason of the placement of a child with the individual
in connection with the adoption of such child by such individual, or (4) for
purposes of caring for such child for a period beginning immediately following
such birth or placement. The Hours of Service credited under this provision
shall be credited (1) in the computation period in which the absence begins if
the crediting is necessary to prevent a Break in that period, or (2) in all
other cases, in the following computation period.
(x) "Investment Adjustments" shall mean the increases and/or decreases in
the value of a Participant's accounts attributable to earnings, gains, losses
and expenses of the Fund, as set forth in Section 5.3.
(y) "Limitation Year" shall mean the Plan Year.
(z) "Normal Retirement Date" shall mean the first day of the month
coincident with or during which a Participant attains age 65.
(aa) "Participant" shall mean an Employee who has met all of the
eligibility requirements of the Plan and who is currently included in the Plan
as provided in Article II hereof.
(bb) "Plan" shall mean the Timberland Savings Bank, SSB Employee Stock
Ownership Plan, as described herein or as hereafter amended from time to time.
(cc) "Plan Year" shall mean any 12 consecutive month period commencing on
October 1 and ending on September 30.
(dd) "Qualified Domestic Relations Order" shall mean any judgment, decree
or order (including approval of a property settlement agreement) that relates to
the provision of child support, alimony, marital property rights to a spouse,
former spouse, child or other dependent of the Participant (all such persons
hereinafter termed "alternate payee") and is made pursuant to a State domestic
relations law (including community property law) and, further, that creates or
5
<PAGE>
recognizes the existence of an alternate payee's right to, or assigns to an
alternate payee the right to receive all or a portion of the benefits payable
with respect to a Participant and that clearly specifies the following:
(1) the name and last known mailing address (if available) of the
Participant and the name and mailing address of each alternate payee
to which the order relates;
(2) the amount or percentage of the Participant's benefits to be paid to
an alternate payee or the manner in which the amount is to be
determined; and
(3) the number of payments or period for which payments are required.
A domestic relations order is not a Qualified Domestic Relations Order if
it:
(1) requires the Plan to provide any type or form of benefit or any option
not otherwise provided under the Plan; or,
(2) requires the Plan to provide increased benefits; or
(3) requires payment of benefits to an alternate payee that is required to
be paid to another alternate payee under a previously existing
Qualified Domestic Relations Order.
(ee) "Retirement" shall mean termination of employment which qualifies as
early, normal or Disability retirement as described in Article VI.
(ff) "Service" shall mean employment with the Employer.
(gg) "Sponsor" shall mean Timberland Savings Bank, SSB, a Washington
chartered stock savings bank.
(hh) "Trust Agreement" shall mean the agreement, the Sponsor and the
Trustee (or any successor Trustee governing the administration of the Trust as
it may be amended from time to time.
(ii) "Trustee" shall mean the Trustee or Trustees by whom the assets of the
Plan are held, as provided in the Trust Agreement, or his or their successors.
(jj) "Valuation Date" shall mean the last day of each Plan Year. The
Trustee may make additional valuations, at the instruction of the Administrator,
but in no event may the Administrator request additional valuations by the
Trustee more frequently than quarterly.
6
<PAGE>
Whenever such date falls on a Saturday, Sunday or holiday, the preceding
business day shall be the Valuation Date.
(kk) "Year of Service" shall mean any Plan Year during which an Employee
has completed at least 1,000 Hours of Service. Except as otherwise specified in
Article III, in the determination of Years of Service for eligibility and
vesting purposes under this Plan, the term "Year of Service" shall also mean any
Plan Year during which an Employee has completed at least 1,000 Hours of Service
with an entity that is:
(1) a member of a controlled group including the Employer, while it is a
member of such controlled group (within the meaning of Section 414(b)
of the Code);
(2) in a group of trades or businesses under common control with the
Employer, while it is under common control (within the meaning of
Section 414(c) of the Code);
(3) a member of an affiliated service group including the Employer, while
it is a member of such affiliated service group (within the meaning of
Section 414(m) of the Code); or
(4) a leasing organization, under the circumstances described in Section
414(n) of the Code.
1.2 Plurals and Gender.
Where appearing in the Plan and the Trust Agreement, the masculine gender
shall include the feminine and neuter genders, and the singular shall include
the plural, and vice versa, unless the context clearly indicates a different
meaning.
1.3 Incorporation of Trust Agreement.
The Trust Agreement, as the same may be amended from time to time, is
intended to be and hereby is incorporated by reference into this Plan and for
all purposes shall be deemed a part of the Plan.
1.4 Headings.
The headings and sub-headings in this Plan are inserted for the convenience
of reference only and are to be ignored in any construction of the provisions
hereof.
7
<PAGE>
1.5 Severability.
In case any provision of this Plan shall be held illegal or void, such
illegality or invalidity shall not affect the remaining provisions of this Plan,
but shall be fully severable, and the Plan shall be construed and enforced as if
said illegal or invalid provisions had never been inserted herein.
1.6 References to Governmental Regulations.
References in this Plan to regulations issued by the Internal Revenue
Service, the Department of Labor, or other governmental agencies shall include
all regulations, rulings, procedures, releases and other position statements
issued by any such agency.
8
<PAGE>
ARTICLE II
PARTICIPATION
2.1 Commencement of Participation.
(a) Any Employee who completes at least 1,000 Hours of Service during his
Eligibility Period or during any Plan Year beginning after his Date of Hire
shall initially become a Participant on the Entry Date coincident with or next
following the later of the following dates, provided he is employed by the
Employer on that Entry Date:
(1) The date which is 12 months after his Date of Hire; and
(2) The date on which he attains age 21.
(b) Any Employee who had satisfied the requirements set forth in Section
2.1(a) during the 12-month period prior to the Effective Date shall become a
Participant on the Effective Date, provided he is still employed by the Employer
on the Effective Date.
2.2 Termination of Participation.
After commencement or resumption of his participation, an Employee shall
remain a Participant during each consecutive Plan Year thereafter until the
earliest of the following dates:
(a) His actual Retirement date;
(b) His date of death; or
(c) The last day of a Plan Year during which he incurs a Break.
2.3 Resumption of Participation
(a) Any Participant whose employment terminates and who resumes Service
before he incurs a Break shall resume participation immediately on the date he
is reemployed.
(b) Except as otherwise provided in Section 2.3(c), any Participant who
incurs one or more Breaks and resumes Service shall resume participation
retroactively as of the first day of the first Plan Year in which he completes a
Year of Service after such Break(s).
(c) Any Participant who incurs one or more Breaks and resumes Service, but
whose pre-Break Service is not reinstated to his credit pursuant to Section 3.3,
shall be treated as a new Employee and shall again be required to satisfy the
eligibility requirements contained in Section 2.1 before resuming participation
on the appropriate Entry Date, as specified in Section 2.1.
9
<PAGE>
2.4 Determination of Eligibility.
The Administrator shall determine the eligibility of Employees in
accordance with the provisions of this Article. For each Plan Year, the Employer
shall furnish the Administrator a list of all Employees, indicating the original
date of their reemployment with the Employer and any Breaks they may have
incurred.
10
<PAGE>
ARTICLE III
CREDITED SERVICE
3.1 Service Counted for Eligibility Purposes.
Except as provided in Section 3.3, all Service completed by an Employee
shall be counted in determining his eligibility to become a Participant on and
after the Effective Date, whether such Service was completed before or after the
Effective Date.
3.2 Service Counted for Vesting Purposes.
All Years of Service completed by an Employee (including Years of Service
completed prior to the Effective Date) shall be counted in determining his
vested interest in this Plan, except the following:
(a) Service which is disregarded under the provisions of Section 3.3; and
(b) Service prior to the Effective Date of this Plan if such Service would
have been disregarded under the "break in service" rules (within the meaning of
Section 1.411(a)-5(b)(6) of the Treasury Regulations).
3.3 Credit for Pre-Break Service.
Upon his resumption of participation following one or a series of
consecutive Breaks, an Employee's pre-Break Service shall be reinstated to his
credit for all purposes of this Plan only if either:
(a) He was vested in any portion of his accrued benefit at the time the
Break(s) began; or
(b) The number of his consecutive Breaks does not equal or exceed the
greater of five or the number of his Years of Service credited to him before the
Breaks began.
Except as provided in the foregoing, none of an Employee's Service prior to
one or a series of consecutive Breaks shall be counted for any purpose in
connection with his participation in this Plan thereafter.
3.4 Service Credit During Authorized Leaves.
An Employee shall receive no Service credit under Section 3.1 or 3.2 during
any Authorized Leave of Absence. However, solely for the purpose of determining
whether he has incurred a Break during any Plan Year in which he is absent from
Service for one or more Authorized Leaves of Absence, he shall be credited with
45 Hours of Service for each week
11
<PAGE>
during any such leave period. Notwithstanding the foregoing, if an Employee
fails to return to Service on or before the end of a leave period, he shall be
deemed to have terminated Service as of the first day of such leave period and
his credit for Hours of Service, determined under this Section 3.4, shall be
revoked. Notwithstanding anything contained herein to the contrary, an Employee
who is absent by reason of military service as set forth in Section 1.1(d)(1)
shall be given Service credit under this Plan for such military leave period to
the extent, and for all purposes, required by law.
3.5 Service Credit During Maternity or Paternity Leave.
For purposes of determining whether a Break has occurred for participation
and vesting purposes, an individual who is on maternity or paternity leave as
described in Section 1.1(w), shall be deemed to have completed Hours of Service
during such period of absence, all in accordance with Section 1.1(w).
Notwithstanding the foregoing, no credit shall be given for such Hours of
Service unless the individual furnishes to the Administrator such timely
information as the Administrator may reasonably require to determine:
(a) that the absence from Service was attributable to one of the maternity
or paternity reasons enumerated in Section 1.1(w); and
(b) the number of days for which such absence lasted.
In no event, however, shall any credit be given for such leave other than
for determining whether a Break has occurred.
3.6 Ineligible Employees.
Notwithstanding any provisions of this Plan to the contrary, any person who
is employed by the Employer, but who is ineligible to participate in this Plan,
either because of his failure:
(a) To meet the eligibility requirements contained in Article II; or
(b) To be an Employee, as defined in Section 1.1(p), shall, nevertheless,
earn Years of Service for eligibility and vesting purposes pursuant to the rules
contained in this Article III. However, such a person shall not be entitled to
receive any contributions hereunder unless and until he becomes a Participant in
this Plan, and then, only during his period of participation.
12
<PAGE>
ARTICLE IV
CONTRIBUTIONS
4.1 Employee Stock Ownership Contributions.
(a) Subject to all of the provisions of this Article IV, for each Plan Year
commencing on or after the Effective Date, the Employer shall make an Employee
Stock Ownership contribution to the Fund, in such amount as may be determined by
the Board of Directors in its discretion. Such contribution shall be in the
form of cash or Employer Securities. In determining the value of Employer
Securities transferred to the Fund as an Employee Stock Ownership contribution,
the Administrator may determine the average of closing prices of such securities
for a period of up to 90 consecutive days immediately preceding the date on
which the securities are contributed to the Fund. In the event that the
Employer Securities are not readily tradable on an established securities
market, the value of the Employer Securities transferred to the Fund shall be
determined by an independent appraiser in accordance with Section 8.9.
(b) In no event shall such contribution by the Employer exceed for any Plan
Year the maximum amount that may be deducted by the Employer under Section 404
of the Code, nor shall such contribution cause the Employer to violate its
regulatory capital requirements. Each Employee Stock Ownership contribution by
the Employer shall be deemed to be made on the express condition that the Plan,
as then in effect, shall be qualified under Sections 401 and 501 of the Code and
that the amount of such contribution shall be deductible from the Employer's
income under Section 404 of the Code.
4.2 Time and Manner of Employee Stock Ownership Contributions.
(a) The Employee Stock Ownership contribution (if any) for each Plan Year
shall be paid to the Trustee in one lump sum or installments at any time on or
before the expiration of the time prescribed by law (including any extensions)
for filing of the Employer's federal income tax return for its fiscal year
ending concurrent with or during such Plan Year. Any portion of the Employee
Stock Ownership contribution for each Plan Year that may be made prior to the
last day of the Plan Year shall be maintained by the Trustee in the Employee
Stock Ownership suspense account described in Section 5.2 until the last day of
such Plan Year.
(b) If an Employee Stock Ownership contribution for a Plan Year is paid
after the close of the Employer's fiscal year which ends concurrent with or
during such Plan Year but on or prior to the due date (including any extensions)
for filing of the Employer's federal income tax return for such fiscal year, it
shall be considered, for allocation purposes, as an Employee Stock Ownership
contribution to the Fund for the Plan Year for which it was computed and
accrued, unless such contribution is accompanied by a statement to the Trustee,
signed by a representative of the Employer, which specifies that the Employee
Stock Ownership contribution is made with respect to the Plan Year in which it
is received by the Trustee. Any Employee Stock Ownership contribution paid by
the Employer during any Plan Year but after the due date (including any
extensions) for filing of its federal income tax return for the fiscal year of
the Employer ending
13
<PAGE>
on or before the last day of the preceding Plan Year shall be treated, for
allocation purposes, as an Employee Stock Ownership contribution to the Fund for
the Plan Year in which the contribution is paid to the Trustee.
(c) Notwithstanding anything contained herein to the contrary, no Employee
Stock Ownership contribution shall be made for any year during which a
"limitations account" created pursuant to Section 5.6(c)(2) is in existence
until the balance of such limitations account has been reallocated in accordance
with Section 5.6(c)(2).
4.3 Records of Contributions.
The Employer shall deliver at least annually to the Trustee, with respect
to the contributions contemplated in Section 4.1, a certificate of the
Administrator, in such form as the Trustee shall approve, setting forth:
(a) The aggregate amount of contributions, if any, to the Fund for such
Plan Year;
(b) The names, Internal Revenue Service identifying numbers and current
residential addresses of all Participants in the Plan;
(c) The amount and category of contributions to be allocated to each such
Participant; and
(d) Any other information reasonably required for the proper operation of
the Plan.
4.4 Erroneous Contributions.
(a) Notwithstanding anything herein to the contrary, upon the Employer's
request, a contribution which was made by a mistake of fact, or conditioned upon
the initial qualification of the Plan, under Code Section 401, or upon the
deductibility of the contribution under Section 404 of the Code, shall be
returned to the Employer by the Trustee within one year after the payment of the
contribution, the denial of the qualification or the disallowance of the
deduction (to the extent disallowed), whichever is applicable; provided,
however, that in the case of denial of the initial qualification of the Plan, a
contribution shall not be returned unless an Application for Determination has
been timely filed with the Internal Revenue Service. Any portion of a
contribution returned pursuant to this Section 4.4 shall be adjusted to reflect
its proportionate share of the losses of the fund, but shall not be adjusted to
reflect any earnings or gains. Notwithstanding any provisions of this Plan to
the contrary, the right or claim of any Participant or Beneficiary to any asset
of the Fund or any benefit under this Plan shall be subject to and limited by
this Section 4.4.
(b) In no event shall voluntary Employee contributions be accepted. Any
such voluntary Employee contributions (and any earnings attributable thereto)
mistakenly received by the Trustee shall promptly be returned to the
Participant.
14
<PAGE>
ARTICLE V
ACCOUNTS, ALLOCATIONS AND INVESTMENTS
5.1 Establishment of Separate Participant Accounts.
The Administrator shall establish and maintain separate individual accounts
for Participants in the Plan and for each Former Participant in accordance with
the provisions of this Article V. Such separate accounts shall be for
accounting purposes only and shall not require a segregation of the Fund, and no
Participant, Former Participant or Beneficiary shall acquire any right to or
interest in any specific assets of the Fund as a result of the allocations
provided for under this Plan, except where segregation is expressly provided for
in this Plan.
(a) Employee Stock Ownership Accounts.
The Administrator shall establish a separate Employee Stock Ownership
Account in the Fund for each Participant. The account shall be credited as of
the last day of each Plan Year with the amounts allocated to the Participant
under Sections 5.4 and 5.5. The Administrator may establish subaccounts
hereunder, including an Employer Stock Account reflecting a Participant's
interest in Employer Securities held by the Trust and an Other Investments
Account reflecting the Participant's interest in his Employee Stock Ownership
Account other than Employer Securities.
(b) Distribution Accounts.
In any case where distribution of a terminated Participant's vested
interest in the Plan is to be deferred, the Administrator shall establish a
separate, nonforfeitable account in the Fund to which the balance in his
Employee Stock Ownership Account in the Plan shall be transferred after such
Participant incurs a Break. Unless the Former Participant's distribution
accounts are segregated for investment purposes pursuant to section 9.4, they
shall share in Investment Adjustments.
(c) Other Accounts.
The Administrator shall establish such other separate accounts for each
Participant as may be necessary or desirable for the convenient administration
of the Fund.
5.2 Establishment of Suspense Accounts.
The Administrator shall establish separate accounts to be known as
"suspense accounts." There shall be credited to such appropriate suspense
accounts any Employee Stock Ownership contributions that may be made prior to
the last day of the Plan Year, as provided in Section 4.2. The suspense accounts
shall share proportionately as to time and amount in any Investment Adjustments.
As of the last day of each Plan Year, the balance of the Employee Stock
15
<PAGE>
Ownership suspense account shall be added to the Employee Stock Ownership
contribution and allocated to the Employee Stock Ownership Accounts of
Participants as provided in Section 5.5, except as provided herein. In the
event that the Plan takes an Exempt Loan, the Employer Securities purchased
thereby shall be allocated to a separate Exempt Loan Suspense Account, from
which allocations shall be made in accordance with Section 8.5.
5.3 Allocation of Earnings, Losses and Expenses.
As of each Valuation Date, any increase or decrease in the net worth of the
aggregate Employee Stock Ownership Accounts held in the Fund attributable to
earnings, losses, expenses and unrealized appreciation or depreciation in each
such aggregate Account, as determined by the Trustee pursuant to the Trust
Agreement, shall be credited to or deducted from the appropriate suspense
accounts and all Participants' Employee Stock Ownership Accounts (except
segregated distribution accounts described in Section 5.1(b) and the
"limitations account" described in Section 5.6(c)(4)) in the proportion that the
value of each such Account (determined immediately prior to such allocation and
before crediting any Employee Stock Ownership contributions and forfeitures for
the current Plan Year but after adjustment for any transfer to or from such
Accounts and for the time such funds were in such Accounts) bears to the value
of all Employee Stock Ownership Accounts.
5.4 Allocation of Forfeitures.
As of the last day of each Plan Year, all forfeitures attributable to the
Employee Stock Ownership Accounts which are then available for reallocation
shall be, as appropriate, added to the Employee Stock Ownership contribution (if
any) for such year and allocated among the Participants' Employee Stock
Ownership Accounts, as appropriate, in the manner provided in Sections 5.5 and
5.6.
5.5 Allocation of Annual Employee Stock Ownership Contributions.
As of the last day of each Plan Year for which the Employer shall make an
Employee Stock Ownership contribution, the Administrator shall allocate the
Employee Stock Ownership contribution (including reallocable forfeitures) for
such Plan Year to the Employee Stock Ownership account of each Participant who
completed at least 1,000 Hours of Service during that Plan Year, provided that
he is still employed by the Employer on the last day of the Plan Year. Such
allocation shall be made in the same proportion that each such Participant's
Compensation for such Plan Year bears to the total Compensation of all such
Participants for such Plan Year, subject to Section 5.6. Notwithstanding the
foregoing, if a Participant attains his Normal Retirement Date and terminates
Service prior to the last day of the Plan Year, or terminates Service by reason
of is death or Disability, he shall be entitled to an allocation based on his
Compensation earned prior to his termination and during the Plan Year.
Furthermore, if a Participant completes 1,000 Hours of Service and is on a Leave
of Absence on the last day of the Plan Year because of pregnancy or other
medical reason, such a Participant shall be entitled to an allocation based on
his Compensation earned during such Plan Year.
16
<PAGE>
5.6 Limitation on Annual Additions.
(a) Notwithstanding any provisions of this Plan to the contrary, the total
Annual Additions credited to a Participant's accounts under this Plan (and under
any other defined contribution plan to which the Employer contributes) for any
Limitation Year shall not exceed the lesser of:
(1) 25% of the Participant's compensation for such Limitation Year; or
(2) $30,000 (or, if greater, one-fourth of the defined benefit dollar
limitation set forth in Section 415(b)(1)(A) of the Code). Whenever
otherwise allowed by law, the maximum amount of $30,000 shall be
automatically adjusted annually for cost-of-living increases in
accordance with Section 415(d) of the Code and the highest such
increase effective at any time during the Limitation Year shall be
effective for the entire Limitation Year, without any amendment to
this Plan.
(b) Solely for the purpose of this Section 5.6, the term "compensation" is
defined as wages, salaries, and fees for professional services and other amounts
received (without regard to whether or not an amount is paid in cash) for
personal services actually rendered in the course of employment with the
Employer maintaining the Plan to the extent that the amounts are includable in
gross income (including, but not limited to, commissions paid to salesmen,
compensation for services on the basis of a percentage of profits, commissions
on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or
other expense allowances under a nonaccountable plan (as described in Treas.
Regs. Section 1.62-2(c)), and excluding the following:
(1) Employer contributions to a plan of deferred compensation which are
not includable in the Employee's gross income for the taxable year in
which contributed, or Employer contributions under a simplified
employee pension plan to the extent such contributions are deductible
by the Employee, or any distributions from a plan of deferred
compensation;
(2) Amounts realized from the exercise of a non-qualified stock option, or
when restricted stock (or property) held by the employee either
becomes freely transferable or is no longer subject to a substantial
risk of forfeiture;
(3) Amounts realized from the sale, exchange or other disposition of stock
acquired under a qualified stock option; and
(4) Other amounts which received special tax benefits, or contributions
made by the employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity contract described in
section 403(b) of the Code (whether or not the contributions are
actually excludable from the gross income of the Employee).
17
<PAGE>
(c) In the event that the limitations on Annual Additions described in this
Section 5.6(a) above are exceeded with respect to any Participant in any
Limitation Year, then the contributions allocable to the Participant for such
year shall be reduced to the minimum extent required by such limitations in the
following order of priority:
(1) If any further reductions in Annual Additions are necessary, then the
Employee Stock Ownership contributions and forfeitures allocated
during such Limitation Year to the Participant's Employee Stock
Ownership Account shall be reduced. The amount of any such reductions
in the Employee Stock Ownership contributions and forfeitures shall be
reallocated to all other Participants in the same manner as set forth
under Sections 5.4 and 5.5.
(2) Any amounts which cannot be reallocated to other Participants in a
current Limitation Year in accordance with Section 5.6(c)(1) above
because of the limitations contained in Sections 5.6(a) and (d) shall
be credited to an account designated as the "limitations account" and
carried forward to the next and subsequent Limitation Years until it
can be reallocated to all Participants as set forth in Sections 5.4,
and 5.5, as appropriate. No Investment Adjustments shall be allocated
to this limitations account. In the next and subsequent Limitation
Years, all amounts in the limitations account must be allocated in the
manner described in Sections 5.4 and 5.5, as appropriate, before any
Employee Stock Ownership contributions may be made to this Plan for
that Limitation Year.
(3) The Administrator shall determine to what extent the Annual Additions
to any Participant's Employee Stock Ownership Account must be reduced
in each Limitation Year. The Administrator shall reduce the Annual
Additions to all other tax-qualified retirement plans maintained by
the Employer in accordance with the terms contained therein for
required reductions or reallocations mandated by Section 415 of the
Code before reducing any Annual Additions in this Plan.
(4) In the event this Plan is voluntarily terminated by the Employer under
Section 13.5, any amounts credited to the limitations account
described in Section 5.6(c)(2) above which have not be reallocated as
set forth herein shall be distributed to the Participants who are
still employed by the Employer on the date of termination, in the
proportion that each Participant's Compensation bears to the
Compensation of all Participants.
(d) The Annual Additions credited to a Participant's accounts for each
Limitation Year are further limited so that in the case of an Employee who is a
Participant in both this Plan and any qualified defined benefit plan
(hereinafter referred to as a "pension plan") of the Employer, the sum of (1)
and (2) below will not exceed 1.0:
18
<PAGE>
(1) (A) The projected annual normal retirement benefit of a Participant under
the pension plan, divided by
(B) The lesser of:
(i) The product of 1.25 multiplied by the dollar limitation in
effect under Section 415(b)(1)(A) of the Code for such
Limitation Year; or
(ii) The product of 1.4 multiplied by the amount of compensation
which may be taken into account under Section 415(b)(1)(B)
of the Code for the Participant for such Limitation Year;
plus
(2) (A) The sum of Annual Additions credited to the Participant under this
Plan for all Limitation Years, divided by:
(B) The sum of the lesser of the following amounts determined for such
Limitation Year and for each prior year of service with the Employer:
(i) The product of 1.25 multiplied by the dollar limitation in
effect under Section 415(b)(1)(A) of the Code for such
Limitation Year, or
(ii) The product of 1.4 multiplied by the amount of compensation
which may be taken into account under Section 415(b)(1)(B)
of the Code for the Participant for such Limitation Year.
The Administrator may, in calculating the defined
contribution plan fraction described in Section 5.6(d)(2),
elect to use the transitional rule pursuant to Section
415(e)(6) of the Code, if applicable. If the sum of the
fractions produced above will exceed 1.0, even after the use
of the "fresh start" rule contained in Section 235 of the
Tax Equity and Fiscal Responsibility Act of 1982 ("TEFRA"),
if applicable, then the same provisions as stated in Section
5.6(c) above shall apply. If, even after the
19
<PAGE>
reductions provided for in Section 5.6(c), the sum of the
fractions still exceed 1.0, then the benefits of the
Participant provided under the pension plan shall be reduced
to the extent necessary, in accordance with Treasury
Regulations issued under the Code. Solely for the purposes
of this Section 5.6(d), the term "years of service" shall
mean all years of service defined by Treasury Regulations
issued under Section 415 of the Code.
(e) In the event that the Employer is a member of (1) a controlled group of
corporations or a group of trades or businesses under common control (as
described in Section 414(b) or (c) of the Code, as modified by Section 415(h)
thereof), or (2) an affiliated service group (as described in Section 414(m) of
the Code), the Annual Additions credited to any Participant's accounts in any
such Limitation Year shall be further limited by reason of the existence of all
other qualified retirement plans maintained by such affiliated corporations,
other entities under common control or other members of the affiliated service
group, to the extent such reduction is required by Section 415 of the Code and
the regulations promulgated thereunder. The Administrator shall determine if
any such reduction in the Annual Additions to a Participant's accounts is
required for this reason, and if so, the same provisions as stated in 5.6(c) and
(d) above shall apply.
(f) Annual Additions shall not include any Employer contributions which are
used by the Trust to pay interest on an Exempt Loan nor any forfeitures of
Employer Securities purchased with the proceeds of an Exempt Loan, provided that
not more than one-third of the Employer contributions are allocated to
Participants who are among the group of employees deemed "highly compensated
employees" within the meaning of Code Section 414(q).
5.7 Erroneous Allocations.
No Participant shall be entitled to any Annual Additions or other
allocations to his accounts in excess of those permitted under Sections 5.3,
5.4, 5.5, and 5.6. If it is determined at anytime that the Administrator and/or
Trustees have erred in accepting and allocating any contributions or forfeitures
under this Plan, or in allocating Investment Adjustments, or in excluding or
including any person as a Participant, then the Administrator, in a uniform and
nondiscriminatory manner, shall determine the manner in which such error shall
be corrected and shall promptly advise the Trustee in writing of such error and
of the method for correcting such error. The accounts of any or all
Participants may be revised, if necessary, in order to correct such error.
20
<PAGE>
5.8 Value of Participant's Interest in Fund
At any time, the value of a Participant's interest in the Fund shall
consist of the aggregate value of his Employee Stock Ownership Account and his
distribution account, if any, determined as of the next-preceding Valuation
Date. The Administrator shall maintain adequate records of the cost basis of
Employer Securities allocated to each Participant's Employer Stock Ownership
Account.
5.9 Investment of Account Balances.
The Employee Stock Ownership Accounts shall be invested primarily in
Employer Securities. All sales of Employer Securities by the Trustee
attributable to the Employee Stock Ownership Accounts of all Participants shall
be charged pro rata to the Employee Stock Ownership Accounts of all
Participants.
21
<PAGE>
ARTICLE VI
RETIREMENT, DEATH AND DESIGNATION OF BENEFICIARY
6.1 Normal Retirement.
A Participant who reaches his Normal Retirement Date and who shall retire
at that time shall thereupon be entitled to retirement benefits based on the
value of his interest in the Fund, payable pursuant to the provisions of Section
9.1. A Participant who remains in Service after his Normal Retirement Date
shall not be entitled to any retirement benefits until his actual termination of
Service thereafter (except as provided in Section 9.3(g)) and he shall meanwhile
continue to participate in this Plan.
6.2 Early Retirement.
A Participant who reaches his Early Retirement Date may retire at such time
(or, at his election, as of the first day of any month thereafter prior to his
Normal Retirement Date) and shall thereupon be entitled to retirement benefits
based on the value of his interest in the Fund, payable pursuant to the
provisions of Section 9.1.
6.3 Disability Retirement.
In the event a Participant incurs a Disability, he may retire on his
Disability Retirement Date and shall thereupon be entitled to retirement
benefits based on the value of his interest in the Fund, payable pursuant to the
provisions of Section 9.1.
6.4 Death Benefits.
(a) Upon the death of a Participant before his Retirement or other
termination of Service, the value of his interest in the Fund shall be payable
pursuant to the provisions of Section 9.1. The Administrator shall direct the
Trustee to distribute his interest in the Fund to any surviving Beneficiary
designated by the Participant or, if none, to such persons designated by the
Administrator pursuant to Section 6.5.
(b) Upon the death of a Former Participant, the Administrator shall direct
the Trustee to distribute any undistributed balance of his interest in the Fund
to any surviving Beneficiary designated by him or, if none, to such persons
designated by the Administrator pursuant to Section 6.5.
(c) The Administrator may require such proper proof of death and such
evidence of the right of any person to receive the interest in the Fund of a
deceased Participant or Former Participant as the Administrator may deem
desirable. The Administrator's determination of death and of the right of any
person to receive payment shall be conclusive.
22
<PAGE>
6.5 Designation of Death Beneficiary and Manner of Payment.
(a) Each Participant shall have the right to designate a Beneficiary or
Beneficiaries to receive the sum or sums to which he may be entitled upon his
death. The Participant may also designate the manner in which any death
benefits under this Plan shall be payable to his Beneficiary, provided that such
designation is in accordance with Section 9.4. Such designation of Beneficiary
and manner of payment shall be in writing and delivered to the Administrator,
and shall be effective when received by the Administrator. The Participant
shall have the right to change such designation by notice in writing to the
Administrator. Such change of Beneficiary or the manner of payment shall become
effective upon its receipt by the Administrator. Any such change shall be
deemed to revoke all prior designations.
(b) If a Participant shall fail to designate validly a Beneficiary or if no
designated Beneficiary survives the Participant, his interest in the Fund shall
be paid to the person or persons in the first of the following classes of
successive preference Beneficiaries surviving at the death of the Participant:
the Participant's (1) widow or widower, (2) children, (3) parents, and (4)
estate. The Administrator shall decide what Beneficiaries, if any, shall have
been validly designated, and its decision shall be binding and conclusive on all
persons.
(c) Notwithstanding the foregoing, if a Participant has been married
throughout the 12 month period preceding the date of his death, the sum or sums
to which he may be entitled under this Plan upon his death shall be paid to his
spouse, unless the Participant's spouse shall have consented to the election of
another Beneficiary. Such a spousal consent shall be in writing and shall be
witnessed either by a representative of the Plan or a notary public. If it is
established to the satisfaction of the Administrator that such spousal consent
cannot be obtained because there is no spouse, because the spouse cannot be
located, or other reasons prescribed by governmental regulations, the consent of
the spouse may be waived, and the Participant may designate a Beneficiary or
Beneficiaries other than his spouse.
23
<PAGE>
ARTICLE VII
VESTING AND FORFEITURES
7.1 Vesting on Death, Disability, Retirement and Change in Control.
Unless his participation in this Plan shall have terminated prior thereto,
upon a Participant's death, Disability, Early Retirement, or upon his attainment
of Normal Retirement Date (whether or not he actually retires at that time)
while he is still employed by the Employer, the Participant's entire interest in
the Fund shall be fully vested and nonforfeitable. In addition, a Participant's
interest shall be fully vested and unforfeitable upon a Change in Control. For
purposes of this Plan, a "Change in Control" shall mean an event deemed to occur
if and when (1) an offeror other than the Timberland Bancorp, Inc. purchases
shares of the stock of Timberland Bancorp, Inc. or the Sponsor pursuant to a
tender or exchange offer for such shares, (2) any person (as such term is used
in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the beneficial
owner, directly or indirectly, of securities of Timberland Bancorp, Inc. or the
Sponsor representing 25% or more of the combined voting power of Timberland
Bancorp, Inc.'s or the Sponsor's then outstanding securities, (3) the membership
of the board of directors of Timberland Bancorp, Inc. or the Sponsor changes as
the result of a contested election, such that individuals who were directors at
the beginning of any 24 month period (whether commencing before or after the
date of adoption of this Plan) do not constitute a majority of the Board at the
end of such period, or (4) shareholders of Timberland Bancorp, Inc. or the
Sponsor approve a merger, consolidation, sale or disposition of all or
substantially all of Timberland Bancorp, Inc.'s or the Sponsor's assets, or a
plan of partial or complete liquidation. If any of the events enumerated in
clauses (1) - (4) occur, the Board of Directors shall determine the effective
date of the change in control resulting therefrom.
7.2 Vesting on Termination of Participation.
Upon termination of his participation in this Plan for any reason other
than death, Disability, or Normal Retirement, a Participant shall be vested in a
percentage of his Employee Stock Ownership Account, such vested percentages to
be determined under the following table, based on the Years of Service
(including Years of Service prior to the Effective Date) credited to him for
vesting purposes at the time of his termination of participation:
<TABLE>
<CAPTION>
Years of Service Completed Percentage Vested
<S> <C>
Less than 1 0%
1 10%
2 20%
3 40%
4 60%
5 80%
6 or more 100%
</TABLE>
24
<PAGE>
Any portion of the Participant's Employee Stock Ownership Account which is
not vested at the time he incurs a Break shall thereupon be forfeited and
disposed of pursuant to Section 7.3. Distribution of the vested portion of a
terminated Participant's interest in the Plan may be authorized by the
Administrator in any manner permitted under Section 9.1.
7.3 Disposition of Forfeitures.
(a) In the event a Participant incurs a Break and subsequently resumes both
his Service and his participation in the Plan prior to incurring at least five
Breaks, the forfeitable portion of his Employee Stock Ownership Account shall be
reinstated to the credit of the Participant as of the date he resumes
participation.
(b) In the event a Participant terminates Service and subsequently incurs a
Break and receives a distribution, or in the event a Participant does not
terminate Service, but incurs at least five Breaks, or in the event that a
Participant terminates Service and incurs at least five Breaks but has not
received a distribution, then the forfeitable portion of his Employer Account,
including Investment Adjustments, shall be reallocated to other Participants,
pursuant to Section 5.4 as of the date the Participant incurs such Break or
Breaks, as the case may be.
(c) In the event a former Participant who had received a distribution from
the Plan is rehired, he shall repay the amount of his distribution before the
earlier of five years after the date of his rehire by the Employer, or the close
of the first period of five consecutive Breaks commencing after the withdrawal
in order for any forfeited amounts to be restored to him.
25
<PAGE>
ARTICLE VIII
EMPLOYEE STOCK OWNERSHIP PROVISIONS
8.1 Right to Demand Employer Securities.
A Participant entitled to a distribution from his Employee Stock Ownership
Account shall be entitled to demand that his interest in the Account be
distributed to him in the form of Employer Securities, all subject to Section
9.9. In the event that the Employer Securities are not readily tradable on an
established market, the Participant shall be entitled to require that the
Employer repurchase the Employer Securities under a fair valuation formula, as
provided by governmental regulations. The Participant or Beneficiary shall be
entitled to exercise the put option described in the preceding sentence for a
period of not more than 60 days following the date of distribution of Employer
Securities to him. If the put option is not exercised within such 60-day
period, the Participant or Beneficiary may exercise the put option during an
additional period of not more than 60 days after the beginning of the first day
of the first Plan Year following the Plan Year in which the first put option
period occurred, all as provided in regulations promulgated by the Secretary of
the Treasury.
8.2 Voting Rights.
Each Participant with an Employee Stock Ownership Account shall be entitled
to direct the Trustee as to the manner in which the Employer Securities in such
Account are to be voted. Employer Securities held in the Employee Stock
Ownership Suspense Account or the Exempt Loan Suspense Account shall be voted by
the Trustee on each issue with respect to which shareholders are entitled to
vote in the manner directed by the majority of the Participants who directed the
Trustee as to the manner of voting their shares in the Employee Stock Ownership
Accounts with respect to such issue. Prior to the initial allocation of shares,
the Trustee shall be entitled to vote the shares in the Suspense Account without
prior direction from the Participants or the Administrator. In the event that a
Participant fails to give timely voting instructions to the Trustee with respect
to the voting of his allocated Employer Securities, the Trustee shall be
entitled to vote such shares in its discretion.
8.3 Nondiscrimination in Employee Stock Ownership Contributions.
In the event that the amount of the Employee Stock Ownership contributions
that would be required in any Plan Year to make the scheduled payments on an
Exempt Loan would exceed the amount that would otherwise be deductible by the
Employer for such Plan Year under Code Section 404, then no more than one-third
of the Employee Stock Ownership contributions for the Plan Year, which is also
the Employer's taxable year, shall be allocated to the group of Employees who
during the Plan Year or the preceding Plan Year:
(a) During the Plan Year or the preceding Plan Year was at any time a 5%
owner of the Employer; or
26
<PAGE>
(b) During the preceding Plan Year, received compensation from the Employer
in excess of $80,000, as adjusted under Code Section 414(q) and, if elected by
the Employer, was in the top paid group of Employees for such Plan Year.
8.4 Dividends.
Any cash dividends or other cash contributions received by the Trustee of
Employer Securities allocated to the Employee Stock Account of Participants
shall be credited to the applicable Participants' Ownership Accounts unless the
Sponsor, in its sole discretion, elects to pay the cash dividends directly to
the applicable Participants or directs the Trustee to pay the cash dividends to
the Participants (or, if applicable, their Beneficiaries) within 90 calendar
days of the close of the Plan Year in which the cash dividend were paid to the
Fund. Notwithstanding anything contained in this Section to the contrary, the
Sponsor may direct cash dividends, including dividends on non-allocated shares,
be applied to repay an Exempt Loan, but only to the extent shares of Employer
Securities with an aggregate fair market value equal to the amount of dividends
so applied are allocated to the Employee Stock Ownership Account of the
applicable Participants and to the extent the cash dividends are deductible
under Section 404(k) of the Code. To the extent cash dividends on allocated
shares are applied to repay an Exempt Loan, shares released from encumbrance the
value equal to the amount of the dividends which, but for the repayment of the
Exempt Loan, would have been allocated to Participants' Employee Stock Ownership
Accounts shall be allocated to the Employee Stock Ownership Accounts of the
affected Participants, and the remaining shares to be allocated shall be
allocated among the Participants in accordance with Section 5.5. Dividends on
Employer Securities obtained pursuant to an Exempt Loan and not yet allocated
may be used to make payments on an Exempt Loan, as described in Section 8.5.
8.5 Exempt Loans.
(a) The Sponsor may direct the Trustee to obtain Exempt Loans. The Exempt
Loan may take the form of (i) a loan from a bank or other commercial lender to
purchase Employer Securities (ii) a loan from the Employer or affiliated
corporation, to the Plan; or (iii) an installment sale of Employer Securities to
the Plan. The proceeds of any such Exempt Loan shall be used, within a
reasonable time after the Exempt Loan is obtained, only to purchase Employer
Securities, repay the Exempt Loan, or repay any prior Exempt Loan. Any such
Exempt Loan shall provide for no more than a reasonable rate of interest and
shall be without recourse against the Plan. The number of years to maturity
under the Exempt Loan must be definitely ascertainable at all times. The only
assets of the Plan that may be given as collateral for an Exempt Loan are
Employer Securities acquired with the proceeds of the Exempt Loan and Employer
Securities that were used as collateral for a prior Exempt Loan repaid with the
proceeds of the current Exempt Loan. Such Employer Securities so pledged shall
be placed in an Exempt Loan Suspense Account. No person or institution entitled
to payment under an Exempt Loan shall have recourse against Trust assets other
than the aforesaid collateral, Employer Stock Ownership contributions (other
than contributions of Employer Securities) that are available under the Plan to
meet obligations under the Exempt Loan and earnings attributable to such
27
<PAGE>
collateral and the investment of such contributions. All Employee Stock
Ownership contributions paid during the Plan Year in which an Exempt Loan is
made (whether before or after the date the proceeds of the Exempt Loan are
received), all Employee Stock Ownership contributions paid thereafter until the
Exempt Loan has been repaid in full, and all earnings from investment of such
Employee Stock Ownership contributions, without regard to whether any such
Employee Stock Ownership contributions and earnings have been allocated to
Participants' Employee Stock Ownership Accounts, shall be available to meet
obligations under the Exempt Loan as such obligations accrue, or prior to the
time such obligations accrue, unless otherwise provided by the Employer at the
time any such contribution is made. Any pledge of Employer Securities shall
provide for the release of shares so pledged upon the payment of any portion of
the Exempt Loan.
(b) For each Plan Year during the duration of the Exempt Loan, the number
of shares of Employer Securities released from such pledge shall equal the
number of encumbered shares held immediately before release for the current Plan
Year multiplied by a fraction. The numerator of the fraction is the sum of
principal and interest paid in such Plan Year. The denominator of the fraction
is the sum of the numerator plus the principal and interest to be paid for all
future years. Such years will be determined without taking into account any
possible extension or renewal periods. If interest on any Exempt Loan is
variable, the interest to be paid in future years under the Exempt Loan shall be
computed by using the interest rate applicable as of the end of the Plan Year.
(c) Notwithstanding the foregoing, the Trustee may obtain an Exempt Loan
pursuant to the terms of which the number of Employer Securities to be released
from encumbrance shall be determined solely with reference to principal
payments. In the event that such an Exempt Loan is obtained, annual payments of
principal and interest shall be at a cumulative rate that is not less rapid at
any time than level payments of such amounts for not more than 10 years. The
amount of interest in any such annual loan repayment shall be disregarded only
to the extent that it would be determined to be interest under standard loan
amortization tables. The requirement set forth in the preceding sentence shall
not be applicable from the time that, by reason of a renewal, extension, or
refinancing, the sum of the expired duration of the Exempt Loan, the renewal
period, the extension period, and the duration of a new Exempt Loan exceeds 10
years.
8.6 Exempt Loan Payments.
(a) Payments of principal and interest on any Exempt Loan during a Plan
Year shall be made by the Trustee (as directed by the Administrator) only from
(1) Employee Stock Ownership contributions to the Trust made to meet the Plan's
obligation under an Exempt Loan (other than contributions of Employer
Securities) and from any earnings attributable to Employer Securities held as
collateral for an Exempt Loan and investments of such contributions (both
received during or prior to the Plan Year); (2) the proceeds of a subsequent
Exempt Loan made to repay a prior Exempt Loan; and (3) the proceeds of the sale
of any Employer Securities held as collateral for an Exempt Loan. Such
contribution and earnings shall be accounted for separately by the Plan until
the Exempt Loan is repaid.
28
<PAGE>
(b) Employer Securities released by reason of the payment of principal or
interest on an Exempt Loan from amounts allocated to Participants' Employee
Stock Ownership Accounts shall be allocated as set forth in Section 5.5.
(c) The Employer shall contribute to the Trust sufficient amounts to enable
the Trust to pay principal and interest on any such Exempt Loans as they are
due, provided however that no such contribution shall exceed the limitations in
Section 5.6. In the event that such contributions by reason of the limitations
in Section 5.6 are insufficient to enable the Trust to pay principal and
interest on such Exempt Loan as it is due, then upon the Trustee's request the
Employer or an affiliated corporation shall:
(1) Make an Exempt Loan to the Trust in sufficient amounts to meet such
principal and interest payments. Such new Exempt Loan shall be
subordinated to the prior Exempt Loan. Securities released from the
pledge of the prior Exempt Loan shall be pledged as collateral to
secure the new Exempt Loan. Such Employer Securities will be released
from this new pledge and allocated to the Employee Stock Ownership
Accounts of the Participants in accordance with applicable provisions
of the Plan;
(2) Purchase any Employer Securities pledged as collateral in an amount
necessary to provide the Trustee with sufficient funds to meet the
principal and interest repayments. Any such sale by the Plan shall
meet the requirements of Section 408(e) of ERISA; or
(3) Any combination of the foregoing. However, the Employer shall not,
pursuant to the provisions of this subsection, do, fail to do or cause
to be done any act or thing which would result in a disqualification
of the Plan as an Employee Stock Ownership Plan under the Code.
(d) Except as provided in Section 8.1 above and notwithstanding any
amendment to or termination of the Plan which causes it to cease to qualify as
an Employee Stock Ownership plan within the meaning of Section 4975(e)(7) of the
Code, or any repayment of an Exempt Loan, no shares of Employer Securities
acquired with the proceeds of an Exempt Loan obtained by the Trust to purchase
Employer Securities may be subject to a put, call or other option, or buy-sell
or similar arrangement while such shares are held by the Plan or when such
Shares are distributed from the Plan.
8.7 Put Option.
If a Participant exercises a put option (as set forth in Section 8.1) with
respect to Employer Securities that were distributed as part of a total
distribution pursuant to which a Participant's Employee Stock Ownership Account
is distributed to him in a single taxable year, the Employer or the Plan may
elect to pay the purchase price of the Employer Securities over a period not to
exceed five years. Such payments shall be made in substantially equal
29
<PAGE>
installments not less frequently than annually over a period beginning not later
than 30 days after the exercise of the put option. Reasonable interest shall be
paid to the Participant with respect to the unpaid balance of the purchase price
and adequate security shall be provided with respect thereto. In the event that
a Participant exercises a put option with respect to Employer Securities that
are distributed as part of an installment distribution, the amount to be paid
for such securities shall be paid not later than 30 days after the exercise of
the put option.
8.8 Diversification Requirements
Each Participant who has completed at least 10 years of participation in
the Plan and has attained age 55 may elect within 90 days after the close of
each Plan Year during his "qualified election period" to direct the Plan as to
the investment of at least 25% of his Employee Stock Ownership Account (to the
extent such percentage exceeds the amount to which a prior election under this
Section 8.8 had been made). For purposes of this Section 8.8, the term
"qualified election period" shall mean the five-Plan Year period beginning with
the Plan Year after the Plan Year in which the Participant attains age 55 (or,
if later, beginning with the Plan Year after the first Plan Year in which the
Employee first completes at least 10 years of participation in the Plan). In
the case of the Employee who has attained age 60 and completed 10 years of
participation in the prior Plan Year and in the case of the election year in
which any other Participant who has met the minimum age and service requirements
for diversification can make his last election hereunder, he shall be entitled
to direct the Plan as to the investment of at least 50% of his Employee Stock
Ownership Account (to the extent such percentage exceeds the amount to which a
prior election under this Section 8.8 had been made). The Plan shall make
available at least three investment options (not inconsistent with regulations
prescribed by the Department of Treasury) to each Participant making an election
hereunder. The Plan shall be deemed to have met the requirements of this
Section if the portion of the Participant's Employee Stock Ownership Account
covered by the election hereunder is distributed to the Participant or his
designated Beneficiary within 90 days after the period during which the election
may be made. In the absence of such a distribution, the Trustee shall implement
the Participant's election within 90 days following the expiration of the
qualified election period.
8.9 Independent Appraiser.
An independent appraiser meeting the requirements of Code 170(a)(1) shall
value the Employer Securities in those Plan Years when such securities are not
readily tradable on an established securities market.
8.10 Limitation on Allocations.
In the event that the Trustee acquires shares of Employer Securities in a
transaction to which section 1042 of the Code applies, such Shares shall not be
allocated, directly or indirectly, to any Participant described in Section
409(n)(1) of the Code for the duration of the "nonallocation period" (as defined
in Section 409(n)(3)(C) of the Code). Where any shares of Employer Securities
are prevented from being allocated due to he prohibition contained in this
30
<PAGE>
section the allocation of contributions otherwise provided under Section 5.5
shall be adjusted to reflect such result.
31
<PAGE>
ARTICLE IX
PAYMENTS AND DISTRIBUTIONS
9.1 Payments on Termination of Service -- In General.
All benefits provided under this Plan shall be funded by the value of a
Participant's vested interest in the Fund. As soon as practicable after a
Participant's Retirement, death or termination of Service, the Administrator
shall ascertain the value of his vested interest in the Fund, as provided in
Article V, and the Administrator shall hold or dispose of the same in accordance
with the following provisions of this Article IX.
9.2 Commencement of Payments.
(a) Distributions upon Retirement or Death. Upon a Participant's
Retirement or Death, payment of benefits under this Plan shall, unless the
Participant otherwise elects (in accordance with Section 9.3), commence no later
than six months after the close of the Plan Year in which occurs the date of the
Participant's Retirement or death.
(b) Distribution following Termination of Service. Unless a Participant
elects otherwise, if a Participant terminates Service prior to Retirement or
death, he shall be accorded an opportunity to commence receipt of distributions
from his Accounts within six months after the Valuation Date next following the
date of his termination of service. A Participant who terminates Service with a
deferred vested benefit shall be entitled to receive from the Administrator a
statement of his benefits. In the event that a Participant elects not to
commence receipt of distributions from his Accounts in accordance with this
Section 9.2(b), after the Participant incurs a Break, the Administrator shall
transfer his deferred vested interest to a distribution account. If a
Participant's vested Employer Account does not exceed (or at the time of any
prior distribution did not exceed) $3,500, the Plan Administrator may distribute
the vested portion of his Employer Account as soon as administratively feasible
without the consent of the Participant or his spouse.
(c) Distribution of Accounts Greater Than $3,500. If the value of a
Participant's vested Account balance exceeds (or at the time of any prior
distribution exceeded) $3,500, and the Account balance is immediately
distributable, the Participant must consent to any distribution of such Account
balance. The Plan Administrator shall notify the Participant of the right to
defer any distribution until the Participant's Account balance is no longer
immediately distributable. The consent of the Participant shall not be required
to the extent that a distribution is required to satisfy Code Section 401(a)(9)
or Code Section 415.
9.3 Mandatory Commencement of Benefits.
(a) Unless a Participant elects otherwise, in writing, distribution of
benefits will begin no later than the 60th day after the latest of the close of
the Plan Year in which (i) the Participant
32
<PAGE>
attains age 65, (ii) occurs the tenth anniversary of the year in which the
Participant commenced participation in the Plan Year, or (iii) the Participant
terminates Service with the Employer.
(b) In the event that the Plan shall be subsequently amended to provide for
a form of distribution other than a lump sum, as of the first distribution
calendar year, distributions, if not made in a lump sum, may be made only over
one of the following periods (or a combination thereof):
(i) the life of the Participant,
(ii) the life of the Participant and the designated beneficiary,
(iii) a period certain not extending beyond the life expectancy of the
Participant, or
(iv) a period certain not extending beyond the joint and last survivor
expectancy of the Participant and a designated beneficiary.
(c) In the event that the Plan shall be subsequently amended to provide for
a form of distribution other than a lump sum, if the participant's interest is
to be distributed in other than a lump sum, the following minimum distribution
rules shall apply on or after the required beginning date:
(i) If a Participant's benefit is to be distributed over (1) a period
not extending beyond the life expectancy of the Participant or the
joint life and last survivor expectancy of the Participant and the
Participant's designated beneficiary or (2) a period not extending
beyond the life expectancy of the designated beneficiary, the amount
required to be distributed for each calendar year, beginning with
distributions for the first distribution calendar year, must at
least equal the quotient obtained by dividing the Participant's
benefit by the applicable life expectancy.
(ii) The amount to be distributed each year, beginning with distributions
for the first distribution calendar year shall not be less than the
quotient obtained by dividing the Participant's benefit by the
lesser of (1) the applicable life expectancy or (2) if the
Participant's spouse is not the designated beneficiary, the
applicable divisor determined from the table set forth in Q&A-4 of
section 1.401(a)(9)-2 of the Proposed Regulations. Distributions
after the death of the participant shall be distributed using the
applicable life expectancy in sub-section (iii) above as the
relevant divisor without regard to Proposed Regulations 1.401(a)(9)-
2.
(iii) The minimum distribution required for the Participant's first
distribution calendar year must be made on or before the
Participant's required
33
<PAGE>
beginning date. The minimum distribution for other calendar years,
including the minimum distribution for the distribution calendar
year in which the employee's required beginning date occurs, must be
made on or before December 31 of the distribution calendar year.
(d) If a Participant dies after a distribution has commenced in accordance
with Section 8.3(b) but before his entire interest has been distributed to him,
the remaining portion of such interest shall be distributed to his Beneficiary
at least as rapidly as under the method of distribution in effect as of the date
of his death.
(e) If a Participant shall die before the distribution of his interest in
the Plan has begun, the entire interest of the Participant shall be distributed
by December 31 of the calendar year containing the fifth anniversary of the
death of the Participant, except in the following events:
(i) If any portion of the Participant's interest is payable to (or for
the benefit of) a designated beneficiary over a period not extending
beyond the life expectancy of such beneficiary and such
distributions begin not later than December 31 of the calendar year
immediately following the calendar year in which the Participant
died.
(ii) If any portion of the Participant's interest is payable to (or for
the benefit of) the Participant's spouse over a period not extending
beyond the life expectancy of such spouse and such distributions
begin no later than December 31 of the calendar year in which the
Participant would have attained age 70-1/2.
If the Participant has not made a distribution election by the time
of his death, the Participant's designated beneficiary shall elect
the method of distribution no later than the earlier of (1) December
31 of the calendar year in which distributions would be required to
begin under this Article or (2) December 31 of the calendar year
which contains the fifth anniversary of the date of death of the
Participant. If the Participant has no designated beneficiary, or if
the designated beneficiary does not elect a method of distribution,
distribution of the Participant's entire interest shall be completed
by December 31 of the calendar year containing the fifth anniversary
of the Participant's death.
(f) For purposes of this Article, the life expectancy of a Participant and
his spouse may be redetermined but not more frequently than annually. The life
expectancy (or joint and last survivor expectancy) shall be calculated using the
attained age of the Participant (or designated beneficiary) as of the
Participant's (or designated beneficiary's) birthday in the applicable calendar
year reduced by one for each calendar year which has elapsed since the date life
expectancy was first calculated. If life expectancy is being recalculated, the
applicable life expectancy shall be the life expectancy as so recalculated. The
applicable calendar year shall be
34
<PAGE>
the first distribution calendar year, and if life expectancy is being
recalculated, such succeeding calendar year. Unless otherwise elected by the
Participant (or his spouse, if applicable) by the time distributions are
required to begin, life expectancies shall be recalculated annually. Any such
election not to recalculate shall be irrevocable and shall apply to all
subsequent years. The life expectancy of a nonspouse beneficiary may not be
recalculated.
(g) For purposes of Section 9.3(b) and 9.3(e), any amount paid to a child
shall be treated as if it had been paid to a surviving spouse if such amount
will become payable to the surviving spouse upon such child reaching majority
(or other designated event permitted under regulations).
(h) For distributions beginning before the Participant's death, the first
distribution calendar year is the calendar year immediately preceding the
calendar year which contains the Participant's required beginning date. For
distributions beginning after the Participant's death, the first distribution
calendar year is the calendar year in which distributions are required to begin
pursuant to this Article.
9.4 Required Beginning Dates.
The required beginning date of a Participant is the first day of April of
the calendar year following the later of (1) calendar year in which the
participant attains age 70-1/2 or (2) the calendar year in which the Participant
terminated his employment, unless he is a 5% owner (as defined in Section 416)
with respect to the Plan Year ending in the calendar year in which he attains
age 70-1/2, in which case clause (2) shall not apply.
9.5 Form of Payment.
Each Participant's vested interest shall be distributed in a lump sum
payment. Notwithstanding the preceding sentence, but subject to Section 9.3, the
Administrator may not distribute a lump sum when the present value of a
Participant's total Account balances is in excess of $3,500 without the
Participant's consent. This form of payment shall be the normal form of
distribution provided, however, that in the event that the Administrator must
commence distributions with respect to an Employee who has attained age 70-1/2
and is still employed by the Employer, if the Employee does not elect a lump sum
distribution, payments shall be made in installments in such amounts as shall
satisfy the minimum distribution rules of Section 9.3.
9.6 Payments Upon Termination of Plan.
Upon termination of this Plan pursuant to Sections 13.2, 13.4, 13.5 or
13.6, the Administrator shall continue to perform its duties and the Trustee
shall make all payments upon the following terms, conditions and provisions: All
interests of Participants shall immediately become fully vested; the value of
the interests of all Participants shall be determined within 60 days after such
termination, and the Administrator shall have the same powers to direct the
Trustee in making payments as contained in Sections 9.1 and 13.5.
35
<PAGE>
9.7 Distributions Pursuant to Qualified Domestic Relations Orders.
Upon receipt of a domestic relations order, the Administrator shall notify
promptly the Participant and any alternate payee of receipt of the order and the
Plan's procedure for determining whether the order is a Qualified Domestic
Relations Order. While the issue of whether a domestic relations order is a
Qualified Domestic Relations Order is being determined, if the benefits would
otherwise be paid, the Administrator shall segregate in a separate account in
the Plan the amounts that would be payable to the alternate payee during such
period if the order were a Qualified Domestic Relations Order. If within 18
months the order is determined to be a Qualified Domestic Relations Order, the
amounts so segregated, along with the interest or investment earnings
attributable thereto shall be paid to the alternate payee. Alternatively, if
within 18 months, it is determined that the order is not a Qualified Domestic
Relations Order or if the issue is still unresolved, the amounts segregated
under this Section 9.6, with the earnings attributable thereto, shall be paid to
the Participant or Beneficiary who would have been entitled to such amounts if
there had been no order. The determination as to whether the order is qualified
shall be applied prospectively. Thus, if the Administrator determines that the
order is a Qualified Domestic Relations Order after the 18-month period, the
Plan shall not be liable for payments to the alternative payee for the period
before the order is determined to be a Qualified Domestic Relations Order.
9.8 Cash-Out Distributions
If a Participant receives a distribution of the entire present value of his
vested Account balances under this Plan because of the termination of his
participation in the Plan, the Plan shall disregard a Participant's Service with
respect to which such cash-out distribution shall have been made, in computing
his accrued benefit under the Plan in the event that a Former Participant shall
again become an Employee and become eligible to participate in the Plan. Such a
distribution shall be deemed to be made on termination of participation in the
Plan if it is made not later than the close of the second Plan Year following
the Plan Year in which such termination occurs. The forfeitable portion of a
Participant's accrued benefit shall be restored upon repayment to the Plan by
such former Participant of the full amount of the cash-out distribution,
provided that the former Participant again becomes an Employee. Such repayment
must be made by the Employee not later than the end of the five-year period
beginning with the date of the distribution. Forfeitures required to be
restored by virtue of such repayment shall be restored from the following
sources in the following order of preference: (i) current forfeitures; (ii)
additional employee stock ownership contributions, as appropriate and as subject
to Section 5.6; and (iii) investment earnings of the Fund. In the event that a
Participant's interest in the Plan is totally forfeitable, a Participant shall
be deemed to have received a distribution of zero upon his termination of
Service. In the event of a return to Service within five years of the date of
his deemed distribution, the Participant shall be deemed to have repaid his
distribution in accordance with the rules of this Section 9.8.
36
<PAGE>
9.9 ESOP Distribution Rules.
Notwithstanding any provision of this Article IX to the contrary, the
distribution of a Participant's Employee Stock Ownership Account (unless the
Participant elects otherwise in writing), shall commence as soon as
administratively feasible as of the first Valuation Date coincident with or next
following his death, disability or termination of Service, but not later than
one year after the close of the Plan Year in which the Participant separates
from Service by reason of the attainment of his Normal Retirement Date,
disability, death or separation from Service. In addition, all distributions
hereunder shall, to the extent that the Participant's Account is invested in
Employer Securities, be made in the form of Employer Securities. Fractional
shares, however, may be distributed in the form of cash.
9.10 Withholding.
(a) Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a distributee's election under this Article IX, a distributee
may elect, at the time and in the manner prescribed by the Plan Administrator,
to have any portion of an "eligible rollover distribution" paid directly to an
"eligible retirement plan" specified by the distributee in a "direct rollover."
(b) For purposes of this Section 9.10, an "eligible rollover distribution"
is any distribution of all or any portion of the balance to the credit of the
distributee, except that an "eligible rollover distribution" does not include:
any distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life expectancies)
of the distributee and the distributee's designated beneficiary, or for a
specified period of 10 years or more; any distribution to the extent such
distribution is required under section 401(a)(9) of the Code; and the portion of
any distribution that is not includable in gross income (determined without
regard to the exclusion for net unrealized appreciation with respect to Employer
Securities).
(c) For purposes of this Section 9.10, an "eligible retirement plan" is an
individual retirement account described in section 408(a) of the Code, an
individual retirement annuity described in section 408(b) of the Code, an
annuity plan described in section 403(a) of the Code, or a qualified trust
described in section 401(a) of the Code, that accepts the distributee's eligible
rollover distribution. However, in the case of an "eligible rollover
distribution" to the surviving spouse, an "eligible retirement plan" is an
individual retirement account or individual retirement annuity.
(d) For purposes of this Section 9.10, a distributee includes a Participant
or former Participant. In addition, the Participant's or former Participant's
surviving spouse and the Participant's or former Participant's spouse or former
spouse who is the alternate payee under a qualified domestic relations order, as
defined in section 414(p) of the Code, are "distributees" with regard to the
interest of the spouse or former spouse.
37
<PAGE>
(e) For purposes of this Section 9.10, a "direct rollover" is a payment by
the Plan to the "eligible retirement plan" specified by the distributee.
9.11 Waiver of 30-day Notice.
If a distribution is one to which sections 401(a)(11) and 417 of the Code
do not apply, such distribution may commence less than 30 days after the notice
required under Section 1.411(a)-11(c) of the Income Tax Regulations is given,
provided that: (1) the Plan Administrator clearly informs the Participant that
the Participant has a right to a period of at least 30 days after receiving the
notice to consider the decision of whether or not to elect a distribution (and,
if applicable, a particular distribution option), and (2) the Participant, after
receiving the notice, affirmatively elects a distribution.
38
<PAGE>
ARTICLE X
PROVISIONS RELATING TO TOP-HEAVY PLANS
10.1 Top-Heavy Rules to Control.
Anything contained in this Plan to the contrary notwithstanding, if for any
Plan Year the Plan is a top-heavy plan, as determined pursuant to Section 416 of
the Code, then the Plan must meet the requirements of this Article X for such
Plan Year.
10.2 Top-Heavy Plan Definitions.
Unless a different meaning is plainly implied by the context, the following
terms as used in this Article X shall have the following meanings:
(a) "Accrued Benefit" shall mean the account balances or accrued benefits
of an Employee, calculated pursuant to Section 10.3.
(b) "Determination Date" shall mean, with respect to any particular Plan
Year of this Plan, the last day of the preceding Plan Year (or, in the case of
the first Plan Year of the Plan, the last day of the first Plan Year). In
addition, the term "Determination Date" shall mean, with respect to any
particular plan year of any plan (other than this Plan) in a Required
Aggregation Group or a Permissive Aggregation Group, the last day of the plan
year of such plan which falls within the same calendar year as the Determination
Date for this Plan.
(c) "Employer" shall mean the Employer (as defined in Section 1.1(q)) and
any entity which is (1) a member of a controlled group including such Employer,
while it is a member of such controlled group (within the meaning of Section
414(b) of the Code), (2) in a group of trades or businesses under common control
with such Employer, while it is under common control (within the meaning of
Section 414(c) of the Code), and (3) a member of an affiliated service group
including such Employer, while it is a member of such affiliated service group
(within the meaning of Section 414(m) of the Code).
(d) "Key Employee" shall mean any Employee or former Employee (or any
Beneficiary of such Employee or former Employee, as the case may be) who, at any
time during the Plan Year or during the four immediately preceding Plan Years is
one of the following:
(1) An officer of the Employer who has compensation greater than 50% of
the amount in effect under Code 415(b)(1)(A) for the Plan Year;
provided, however, that no more than 50 Employees (or, if lesser, the
greater of three or 10% of the Employees) shall be deemed officers;
(2) One of the 10 Employees having annual compensation (as defined in
Section 415 of the Code) in excess of the limitation in effect under
Section
39
<PAGE>
415(c)(1)(A) of the Code, and owning (or considered as owning, within
the meaning of Section 318 of the Code) the largest interests in the
Employer;
(3) Any Employee owning (or considered as owning, within the meaning of
Section 318 of the Code) more than 5% of the outstanding stock of the
Employer or stock possessing more than 5% of the total combined voting
power of all stock of the Employer; or
(4) Any Employee having annual compensation (as defined in Section 415 of
the Code) of more than $150,000 and who would be described in Section
10.2(d)(3) if "1%" were substituted for "5%" wherever the latter
percentage appears.
For purposes of applying Section 318 of the Code to the provisions of
this Section 10.2(d), Section 318(a)(2)(C) of the Code shall be
applied by substituting "5%" for "50%" wherever the latter percentage
appears. In addition, for purposes of this Section 10.2(d), the
provisions of Section 414(b), (c) and (m) shall not apply in
determining ownership interests in the Employer. However, for
purposes of determining whether an individual has compensation in
excess of $150,000, or whether an individual is a Key Employee under
Section 10.2(d)(1) and (2), compensation from each entity required to
be aggregated under Sections 414(b), (c) and (m) of the Code shall be
taken into account. Notwithstanding anything contained herein to the
contrary, all determinations as to whether a person is or is not a Key
Employee shall be resolved by reference to Section 416 of the Code and
any rules and regulations promulgated thereunder.
(e) "Non-Key Employee" shall mean any Employee or former Employee (or any
Beneficiary of such Employee or former Employee, as the case may be) who is not
considered to be a Key Employee with respect to this Plan.
(f) "Permissive Aggregation Group" shall mean all plans in the Required
Aggregation Group and any other plans maintained by the Employer which satisfy
Sections 401(a)(4) and 410 of the Code when considered together with the
Required Aggregation Group.
(g) "Required Aggregation Group" shall mean each plan (including any
terminated plan) of the Employer in which a Key Employee is (or in the case of a
terminated plan, had been) a Participant in the Plan Year containing the
Determination Date or any of the four preceding Plan Years, and each other plan
of the Employer which enables any plan of the Employer in which a Key Employee
is a Participant to meet the requirement of Sections 401(a)(4) and 410 of the
Code.
40
<PAGE>
10.3 Calculation of Accrued Benefits.
(a) An Employee's Accrued Benefit shall be equal to:
(1) With respect to this Plan or any other defined contribution plan
(other than a defined contribution pension plan) in a Required
Aggregation Group or a Permissive Aggregation Group, the Employee's
account balances under the respective plan, determined as of the most
recent plan valuation date within a 12-month period ending on the
Determination Date, including contributions actually made after the
valuation date but before the Determination Date (and, in the first
plan year of a plan, also including any contributions made after the
Determination Date which are allocated as of a date in the first plan
year).
(2) With respect to any defined contribution pension plan in a Required
Aggregation Group or a Permissive Aggregation Group, the Employee's
account balances under the plan, determined as of the most recent plan
valuation date within a 12-month period ending on the Determination
Date, including contributions which have not actually been made, but
which are due to be made as of the Determination Date.
(3) With respect to any defined benefit plan in a Required Aggregation
Group or a Permissive Aggregation Group, the present value of the
Employee's accrued benefits under the plan, determined as of the most
recent plan valuation date within a 12-month period ending on the
Determination Date, pursuant to the actuarial assumptions used by such
plan, and calculated as if the Employee terminated Service under such
plan as of the valuation date (except that, in the first plan year of
a plan, a current Participant's estimated Accrued Benefit Plan as of
the Determination Date shall be taken into account).
(4) If any individual has not performed services for the Employer
maintaining the Plan at any time during the five-year period ending on
the Determination Date, any Accrued Benefit for such individual shall
not be taken into account.
(b) The Accrued Benefit of any Employee shall be further adjusted as
follows:
(1) The Accrued Benefit shall be calculated to include all amounts
attributable to both Employer and Employee contributions, but shall
exclude amounts attributable to voluntary deductible Employee
contributions, if any.
41
<PAGE>
(2) The Accrued Benefit shall be increased by the aggregate distributions
made with respect to an Employee under the plan or plans, as the case
may be, during the five-year period ending on the Determination Date.
(3) Rollover and direct plan-to-plan transfers shall be taken into account
as follows:
(A) If the transfer is initiated by the Employee and made from a plan
maintained by one employer to a plan maintained by another
unrelated employer, the transferring plan shall continue to count
the amount transferred; the receiving plan shall not count the
amount transferred.
(B) If the transfer is not initiated by the Employee or is made
between plans maintained by related employers, the transferring
plan shall no longer count the amount transferred; the receiving
plan shall count the amount transferred.
(c) If any individual has not performed services for the Employer at any
time during the five-year period ending on the Determination Date, any accrued
benefit for such individual (and the account of such individual) shall not be
taken into account.
10.4 Determination of Top-Heavy Status.
This Plan shall be considered to be a top-heavy plan for any Plan Year if,
as of the Determination Date, the value of the Accrued Benefits of Key Employees
exceeds 60% of the value of the Accrued Benefits of all eligible Employees under
the Plan. Notwithstanding the foregoing, if the Employer maintains any other
qualified plan, the determination of whether this Plan is top-heavy shall be
made after aggregating all other plans of the Employer in the Required
Aggregation Group and, if desired by the Employer as a means of avoiding top-
heavy status, after aggregating any other plan of the Employer in the Permissive
Aggregation Group. If the required Aggregation Group is top-heavy, then each
plan contained in such group shall be deemed to be top-heavy, notwithstanding
that any particular plan in such group would not otherwise be deemed to be top-
heavy. Conversely, if the Permissive Aggregation Group is not top-heavy, then
no plan contained in such group shall be deemed to be top-heavy, notwithstanding
that any particular plan in such group would otherwise be deemed to be top-
heavy. In no event shall a plan included in a top-heavy Permissive Aggregation
Group be deemed a top-heavy plan unless such plan is also included in a top-
heavy Required Aggregation Group.
42
<PAGE>
10.5 Determination of Super Top-Heavy Status.
The Plan shall be considered to be a super top-heavy plan if, as of the
Determination Date, the Plan would meet the test specified in Section 10.4 above
for classification as a top-heavy plan, except that "90%" shall be substituted
for "60%" whenever the latter percentage appears.
10.6 Minimum Contribution.
(a) For any year in which the Plan is top-heavy, each Non-Key Employee who
has met the age and service requirements, if any, contained in the Plan, shall
be entitled to a minimum contribution (which may include forfeitures otherwise
allocable) equal to a percentage of such Non-Key Employee's compensation (as
defined in Section 415 of the Code) as follows:
(1) If the Non-Key Employee is not covered by a defined benefit plan
maintained by the Employer, then the minimum contribution under this
Plan shall be 3% of such Non-Key Employee's compensation.
(2) If the Non-Key Employee is covered by a defined benefit plan
maintained by the Employer, then the minimum contribution under this
Plan shall be 5% of such Non-Key Employee's compensation.
(b) Notwithstanding the foregoing, the minimum contribution otherwise
allocable to a Non-Key Employee under this Plan shall be reduced in the
following circumstances:
(1) The percentage minimum contribution required under this Plan shall in
no event exceed the percentage contribution made for the Key Employee
for whom such percentage is the highest for the Plan Year after
taking into account contributions under other defined contribution
plans in this Plan's Required Aggregation Group; provided, however,
that this Section 10.7(b)(1) shall not apply if this Plan is included
in a Required Aggregation Group and this Plan enables a defined
benefit plan in such Required Aggregation Group to meet the
requirements of Section 401(a)(4) or 410 of the Code.
(2) No minimum contribution shall be required (or the minimum
contribution shall be reduced, as the case may be) for a Non-Key
Employee under this Plan for any Plan Year if the Employer maintains
another qualified plan under which a minimum benefit or contribution
is being accrued or made on account of such Plan Year, in whole or in
part, on behalf of the Non-Key Employee, in accordance with Section
416(c) of the Code.
(c) For purposes of this Section 10.6, there shall be disregarded (1) any
Employer contributions attributable to a salary reduction or similar
arrangement, or (2) any Employer
43
<PAGE>
contributions to or any benefits under Chapter 21 of the Code (relating to the
Federal Insurance Contributions Act), Title II of the Social Security Act, or
any other federal or state law.
(d) For purposes of this Section 10.6, minimum contributions shall be
required to be made on behalf of only those Non-Key Employees, as described in
Section 10.7(a), who have not terminated Service as of the last day of the Plan
Year. If a Non-Key Employee is otherwise entitled to receive a minimum
contribution pursuant to this Section 10.6(d), the fact that such Non-Key
Employee failed to complete 1,000 Hours of Service or failed to make any
mandatory or elective contributions under this Plan, if any are so required,
shall not preclude him from receiving such minimum contribution.
10.7 Maximum Benefit Limitation.
For any Plan Year in which the Plan is a top-heavy plan, Section
5.6(d)(1)(B)(i) and Section 5.6(d)(2)(B)(i)shall be read by substituting "1.0"
for "1.25" wherever the latter figure appears; provided, however, that such
substitution shall not have the effect of reducing any benefit accrued under a
defined benefit plan prior to the first day of the plan year in which this
Section 10.8 becomes applicable.
10.8 Vesting.
(a) For any Plan Year in which the Plan is a top-heavy plan, a
Participant's Employer account shall continue to vest according to the schedule
set forth in Section 7.2.
(b) For purposes of Section 10.8(a), the term "year of service" shall have
the same meaning as set forth in Section 1.1(kk), as modified by Section 3.2
(c) If for any Plan Year the Plan becomes top-heavy and the vesting
schedule set forth in Section 10.8(a) becomes effective, then, even if the Plan
ceases to be top-heavy in any subsequent Plan Year, the vesting schedule set
forth in Section 10.8(a) shall remain applicable with respect to any Participant
who has completed 3 Years of Service.
44
<PAGE>
ARTICLE XI
ADMINISTRATION
11.1 Appointment of Administrator.
This Plan shall be administered by a committee consisting of up to five
persons, whether or not Employees or Participants, who shall be appointed from
time to time by the Board of Directors to serve at its pleasure. The Sponsor
may require that each person appointed as an Administrator shall signify his
acceptance by filing an acceptance with the Sponsor. The term "Administrator"
as used in this Plan shall refer to the members of the committee, either
individually or collectively, as appropriate. In the event that the Sponsor
shall elect not to appoint any individuals to constitute a committee to
administer the Plan, the Sponsor shall serve as the Administrator hereunder.
11.2 Resignation or Removal of Administrator.
An Administrator shall have the right to resign at any time by giving
notice in writing, mailed or delivered to the Employer and to the Trustee. Any
Administrator who was an employee of the Employer at the time of his appointment
shall be deemed to have resigned as an Administrator upon his termination of
Service. The Board of Directors may, in its discretion, remove any
Administrator with or without cause, by giving notice in writing, mailed or
delivered to the Administrator and to the Trustee.
11.3 Appointment of Successors: Terms of Office, Etc.
Upon the death, resignation or removal of an Administrator, the Employer
may appoint, by Board of Directors' resolution, a successor or successors.
Notice of termination of an Administrator and notice of appointment of a
successor shall be made by the Employer in writing, with copies mailed or
delivered to the Trustee, and the successor shall have all the rights and
privileges and all of the duties and obligations of the predecessor.
11.4 Powers and Duties of Administrator.
The Administrator shall have the following duties and responsibilities in
connection with the administration of this Plan:
(a) To promulgate and enforce such rules, regulations and procedures as
shall be proper for the efficient administration of the Plan, such rules,
regulations and procedures to apply uniformly to all Employees, Participants and
Beneficiaries;
(b) To determine all questions arising in the administration,
interpretation and application of the Plan, including questions of eligibility
and of the status and rights of Participants, Beneficiaries and any other
persons hereunder;
45
<PAGE>
(c) To decide any dispute arising hereunder strictly in accordance with the
terms of the Plan; provided, however, that no Administrator shall participate in
any matter involving any questions relating solely to his own participation or
benefits under this Plan;
(d) To advise the Employer and the Trustee regarding the known future needs
for funds to be available for distribution in order that the Trustee may
establish investments accordingly;
(e) To correct defects, supply omissions and reconcile inconsistencies to
the extent necessary to effectuate the Plan;
(f) To advise the Employer of the maximum deductible contribution to the
Plan for each fiscal year;
(g) To direct the Trustee concerning all payments which shall be made out
of the Fund pursuant to the provisions of this Plan;
(h) To advise the Trustee on all terminations of Service by Participants,
unless the Employer has so notified the Trustee;
(i) To confer with the Trustee on the settling of any claims against the
Fund;
(j) To make recommendations to the Board of Directors with respect to
proposed amendments to the Plan and the Trust Agreement;
(k) To file all reports with government agencies, Employees and other
parties as may be required by law, whether such reports are initially the
obligation of the Employer, the Plan or the Trustee; and
(l) To have all such other powers as may be necessary to discharge its
duties hereunder.
Reasonable discretion is granted to the Administrator to affect the
benefits, rights and privileges of Participants, Beneficiaries or other persons
affected by this Plan. The Administrator shall exercise reasonable discretion
under the terms of this Plan and shall administer the Plan strictly in
accordance with its terms, such administration to be exercised uniformly so that
all persons similarly situated shall be similarly treated.
11.5 Action by Administrator.
The Administrator may elect a Chairman and Secretary from among its members
and may adopt rules for the conduct of its business. A majority of the members
then serving shall constitute a quorum for the transaction of business. All
resolutions or other action taken by the Administrator shall be by vote of a
majority of those present at such meeting and entitled to vote. Resolutions may
be adopted or other action taken without a meeting upon written consent signed
by at least a majority of the members. All documents, instruments, orders,
requests, directions,
46
<PAGE>
instructions and other papers shall be executed on behalf of the Administrator
by either the Chairman or the Secretary of the Administrator, if any, or by any
member or agent of the Administrator duly authorized to act on the
Administrator's behalf.
11.6 Participation by Administrators.
No Administrator shall be precluded from becoming a Participant in the Plan
if he would be otherwise eligible, but he shall not be entitled to vote or act
upon matters or to sign any documents relating specifically to his own
participation under the Plan, except when such matters or documents relate to
benefits generally. If this disqualification results in the lack of a quorum,
then the Board of Directors shall appoint a sufficient number of temporary
Administrators who shall serve for the sole purpose of determining such a
question.
11.7 Agents.
The Administrator may employ agents and provide for such clerical, legal,
actuarial, accounting, medical, advisory or other services as it deems necessary
to perform its duties under this Plan. The cost of such services and all other
expenses incurred by the Administrator in connection with the administration of
the Plan shall be paid from the Fund, unless paid by the Employer.
11.8 Allocation of Duties.
The duties, powers and responsibilities reserved to the Administrator may
be allocated among its members so long as such allocation is pursuant to written
procedures adopted by the Administrator, in which case, except as may be
required by the Act, no Administrator shall have any liability, with respect to
any duties, powers or responsibilities not allocated to him, for the acts of
omissions of any other Administrator.
11.9 Delegation of Duties.
The Administrator may delegate any of its duties to other employees of the
Employer, to the Trustee with its consent, or to any other person or firm,
provided that the Administrator shall prudently choose such agents and rely in
good faith on their actions.
11.10 Administrator's Action Conclusive.
Any action on matters within the authority of the Administrator shall be
final and conclusive except as provided in Article XII.
11.11 Compensation and Expenses of Administrator.
No Administrator who is receiving compensation from the Employer as a full-
time employee, as a director or agent, shall be entitled to receive any
compensation or fee for his
47
<PAGE>
services hereunder. Any other Administrator shall be entitled to receive such
reasonable compensation for his services as an Administrator hereunder as may be
mutually agreed upon between the Employer and such Administrator. Any such
compensation shall be paid from the Fund, unless paid by the Employer. Each
Administrator shall be entitled to reimbursement by the Employer for any
reasonable and necessary expenditures incurred in the discharge of his duties.
11.12 Records and Reports.
The Administrator shall maintain adequate records of its actions and
proceedings in administering this Plan and shall file all reports and take all
other actions as it deems appropriate in order to comply with the Act, the Code
and governmental regulations issued thereunder.
11.13 Reports of Fund Open to Participants.
The Administrator shall keep on file, in such form as it shall deem
convenient and proper, all annual reports of the Fund received by the
Administrator from the Trustee, and a statement of each Participant's interest
in the Fund as from time to time determined. The annual reports of the Fund and
the statement of his own interest in the Fund, as well as a complete copy of the
Plan and the Trust Agreement and copies of annual reports to the Internal
Revenue Service, shall be made available by the Administrator to the Employer
for examination by each Participant during reasonable hours at the office of the
Employer, provided, however, that the statement of a Participant's interest
shall not be made available for examination by any other Participant.
11.14 Named Fiduciary.
The Administrator is the named fiduciary for purposes of the Act and shall
be the designated agent for receipt of service of process on behalf of the Plan.
It shall use ordinary care and diligence in the performance of its duties under
this Plan. Nothing in this Plan shall preclude the Employer from indemnifying
the Administrator for all actions under this Plan, or from purchasing liability
insurance to protect it with respect to its duties under this Plan.
11.15 Information from Employer.
The Employer shall promptly furnish all necessary information to the
Administrator to permit it to perform its duties under this Plan. The
Administrator shall be entitled to rely upon the accuracy and completeness of
all information furnished to it by the Employer, unless it knows or should have
known that such information is erroneous.
11.16 Reservation of Rights by Employer.
Where rights are reserved in this Plan to the Employer, such rights shall
be exercised only by action of the Board of Directors, except where the Board of
Directors, by written resolution, delegates any such rights to one or more
officers of the Employer or to the Administrator.
48
<PAGE>
Subject to the rights reserved to the Board of Directors acting on behalf of the
Employer as set forth in this Plan, no member of the Board of Directors shall
have any duties or responsibilities under this Plan, except to the extent he
shall be acting in the capacity of an Administrator or Trustee.
11.17 Liability and Indemnification.
(a) The Administrator shall perform all duties required of it under this
Plan in a prudent manner. To the extent not prohibited by the Act, the
Administrator shall not be responsible in any way for any action or omission of
the Employer, the Trustee or any other fiduciaries in the performance of their
duties and obligations set forth in this Plan and in the Trust Agreement. To
the extent not prohibited by the Act, the Administrator shall also not be
responsible for any act or omission of any of its agents, or with respect to
reliance upon advice of its counsel (whether or not such counsel is also counsel
to the Employer or the Trustee), provided that such agents or counsel were
prudently chosen by the Administrator and that the Administrator relied in good
faith upon the action of such agent or the advice of such counsel.
(b) The Administrator shall not be relieved from responsibility or
liability for any responsibility, obligation or duty imposed upon it under this
Plan or under the Act. Except for its own gross negligence, willful misconduct
or willful breach of the terms of this Plan, the Administrator shall be
indemnified and held harmless by the Employer against liability or losses
occurring by reason of any act or omission of the Administrator to the extent
that such indemnification does not violate the Act or any other federal or state
laws.
11.18 Service as Trustee and Administrator.
Nothing in this Plan shall prevent one or more Trustees from serving as
Administrator under this Plan.
49
<PAGE>
ARTICLE XII
CLAIMS PROCEDURE
12.1 Notice of Denial.
If a Participant or his Beneficiary is denied any benefits under this Plan,
either in whole or in part, the Administrator shall advise the claimant in
writing of the amount of his benefit, if any, and the specific reasons for the
denial. The Administrator shall also furnish the claimant at that time with a
written notice containing:
(a) A specific reference to pertinent Plan provisions;
(b) A description of any additional material or information necessary for
the claimant to perfect his claim, if possible, and an explanation of why such
material or information is needed; and
(c) An explanation of the Plan's claim review procedure.
12.2 Right to Reconsideration.
Within 60 days of receipt of the information described in 12.1 above, the
claimant shall, if he desires further review, file a written request for
reconsideration with the Administrator.
12.3 Review of Documents.
So long as the claimant's request for review is pending (including the
60-day period described in Section 12.2 above), the claimant or his duly
authorized representative may review pertinent Plan documents and the Trust
Agreement (and any pertinent related documents) and may submit issues and
comments in writing to the Administrator.
12.4 Decision by Administrator.
A final and binding decision shall be made by the Administrator within 60
days of the filing by the claimant of his request for reconsideration; provided,
however, that if the Administrator feels that a hearing with the claimant or his
representative present is necessary or desirable, this period shall be extended
an additional 60 days.
12.5 Notice by Administrator.
The Administrator's decision shall be conveyed to the claimant in
writing and shall include specific reasons for the decision, written in a manner
calculated to be understood by the claimant, with specific references to the
pertinent Plan provisions on which the decision is based.
50
<PAGE>
ARTICLE XIII
AMENDMENTS, TERMINATION AND MERGER
13.1 Amendments.
The Employer reserves the right at any time and from time to time, and
retroactively if deemed necessary or appropriate by it, to the extent
permissible under law, to conform with governmental regulations or other
policies, to amend in whole or in part any or all of the provisions of this
Plan, provided that:
(a) No amendment shall make it possible for any part of the Fund to be used
for, or diverted to, purposes other than for the exclusive benefit of
Participants or their Beneficiaries under the Trust Agreement, except to the
extent provided in Section 4.4;
(b) No amendment may, directly or indirectly, reduce the vested portion of
any Participant's interest as of the effective date of the amendment or change
the vesting schedule with respect to the future accrual of Employer
contributions for any Participants unless each Participant with three or more
Years of Service with the Employer is permitted to elect to have the vesting
schedule in effect before the amendment used to determine his vested benefit;
(c) No amendment may eliminate an optional form of benefit;
(d) No amendment may increase the duties of the Trustee without its
consent; and
(e) No amendment that shall change any of the following types of provisions
shall be made more than once every six months, other than to comport with
changes in the Code, the Act or the regulations thereunder: (i) any provision
stating the amount and price of Employer Securities to be awarded to designated
officers and directors or categories of officers and directors; (ii) any
provisions specifying the timing of awards or allocations to officers and
directors; (iii) any provision setting forth a formula that determines the
amount, price and timing of allocations or awards, using objective criteria such
as earnings of the issuer, value of the Employer Securities, Years of Service,
job classification and Compensation levels.
Amendments may be made in the form of Board of Directors' resolutions or
separate written document. Copies of all amendments shall be delivered to the
Trustee.
13.2 Consolidation, Merger or Other Transactions of Employer.
Nothing in this Plan shall prevent the consolidation, merger,
reorganization or liquidation of the Employer, or prevent the sale by Employer
of any or all of its property. Any successor corporation or other entity formed
and resulting from any such transaction shall have the right to become a party
to this Plan by adopting the same by resolution and by appointing a new Trustee
as though the Trustee had resigned in accordance with the Trust Agreement, and
by
51
<PAGE>
executing a proper supplemental agreement with the Trustee. If, within 180 days
from the effective date of such transaction, such new entity does not become a
party to this Plan as above provided, this Plan shall automatically be
terminated and the Trustee shall make payments to the persons entitled thereto
in accordance with Section 9.5.
13.3 Consolidation or Merger of Trust.
In the event of any merger or consolidation of the Fund with, or transfer
in whole or in part of the assets and liabilities of the Fund to, another trust
fund held under any other plan of deferred compensation maintained or to be
established for the benefit of all or some of the Participants of this Plan, the
assets of the Fund applicable to such Participants shall be transferred to the
other trust fund only if:
(a) Each Participant would receive a benefit under such successor trust
fund immediately after the merger, consolidation or transfer which is equal to
or greater than the benefit he would have been entitled to receive immediately
before the merger, consolidation or transfer (determined as if this Plan and
such transferee trust fund had then terminated);
(b) Resolutions of the Board of Directors under this Plan, or of any new or
successor employer of the affected Participants, shall authorize such transfer
of assets, and, in the case of the new or successor employer of the affected
Participants, its resolutions shall include an assumption of liabilities with
respect to such Participants' inclusion in the new employer's plan; and
(c) Such other plan and trust are qualified under Sections 401(a) and
501(a) of the Code.
13.4 Bankruptcy or Insolvency of Employer.
In the event of (a) the Employer's legal dissolution or liquidation by any
procedure other than a consolidation or merger, (b) the Employer's receivership,
insolvency, or cessation of its business as a going concern, or (c) the
commencement of any proceeding by or against the Employer under the federal
bankruptcy laws, and similar federal or state statute, or any federal or state
statute or rule providing for the relief of debtors, compensation of creditors,
arrangement, receivership, liquidation or any similar event which is not
dismissed within 30 days, this Plan shall terminate automatically on such date
(provided, however, that if a proceeding is brought against the Employer for
reorganization under Chapter 11 of the United States Bankruptcy Code or any
similar federal or state statute, then this Plan shall terminate automatically
if and when said proceeding results in a liquidation of the Employer, or the
approval of any Plan providing therefor, or the proceeding is converted to a
case under Chapter 7 of the Bankruptcy Code or any similar conversion to a
liquidation proceeding under federal or state law including, but not limited to,
a receivership proceeding). In the event of any such termination as provided in
the foregoing sentence, the Trustee shall make payments to the persons entitled
thereto in accordance with Section 9.5 hereof.
52
<PAGE>
13.5 Voluntary Termination.
The Board of Directors reserves the right to terminate this Plan at any time by
giving to the Trustee and the Administrator notice in writing of such desire to
terminate. The Plan shall terminate upon the date of receipt of such notice,
the interests of all Participants shall become fully vested, and the Trustee
shall make payments to each Participant or Beneficiary in accordance with
Section 9.5. Alternatively, the Employer, in its discretion, may determine to
continue the Trust Agreement and to continue the maintenance of the Fund, in
which event distributions shall be made upon the contingencies and in all the
circumstances which would have been entitled such distributions on a fully
vested basis, had there been no termination of the Plan.
13.6 Partial Termination of Plan or Permanent Discontinuance of
Contributions.
In the event that a partial termination of the Plan shall be deemed to have
occurred, or if the Employer shall discontinue completely its contributions
hereunder, the right of each affected Participant to his interest in the Fund
shall be fully vested. The Employer, in its discretion, shall decide whether to
direct the Trustee to make immediate distribution of such portion of the Fund
assets to the persons entitled thereto or to make distribution in the
circumstances and contingencies which would have controlled such distributions
if there had been no partial termination or discontinuance of contributions.
53
<PAGE>
ARTICLE XIV
MISCELLANEOUS
14.1 No Diversion of Funds.
It is the intention of the Employer that it shall be impossible for any
part of the corpus or income of the Fund to be used for, or diverted to,
purposes other than for the exclusive benefit of the Participants or their
Beneficiaries, except to extent that a return of the Employer's contribution is
permitted under Section 4.4.
14.2 Liability Limited.
Neither the Employer nor the Administrator, nor any agents, employees,
officers, directors or shareholders of any of them, nor the Trustee, nor any
other person shall have any liability or responsibility with respect to this
Plan, except as expressly provided herein.
14.3 Incapacity.
If the Administrator shall receive evidence satisfactory to it that a
Participant or Beneficiary entitled to receive any benefit under the Plan is, at
the time when such benefit becomes payable, a minor, or is physically or
mentally incompetent to receive such benefit and to give a valid release
therefor, and that another person or an institution is then maintaining or has
custody of such Participant or Beneficiary, and that no guardian, committee or
other representative of the estate of such Participant or Beneficiary shall have
been duly appointed, the Administrator may direct the Trustee to make payment of
such benefit otherwise payable to such Participant or Beneficiary, to such other
person or institution, including a custodian under a Uniform Gifts to Minor Act,
or corresponding legislation (who shall be an adult, a guardian of the minor or
a trust company), and the release of such other person or institution shall be a
valid and complete discharge for the payment of such benefit.
14.4 Spendthrift Clause.
Except as permitted by the Act or the Code, no benefits or other amounts
payable under the Plan shall be subject in any manner to anticipation, sale,
transfer, assignment, pledge, encumbrance, charge or alienation. If the
Administrator determines that any person entitled to any payments under the Plan
has become insolvent or bankrupt or has attempted to anticipate, sell, transfer,
assign, pledge, encumber, charge or otherwise in any manner alienate any benefit
or other amount payable to him under the Plan or that there is any danger of any
levy or attachment or other court process or encumbrance on the part of any
creditor of such person entitled to payments under the Plan against any benefit
or other accounts payable to such person, the Administrator may, at any time, in
its discretion, direct the Trustee to withhold any or all payments to such
person under the Plan and apply the same for the benefit of such person, in such
manner and in such proportion as the Administrator may deem proper.
54
<PAGE>
14.5 Benefits Limited to Fund.
All contributions by the Employer to the Fund shall be voluntary, and the
Employer shall be under no legal liability to make any such contributions. The
benefits of this Plan shall be only as can be provided by the assets of the
Fund, and no liability for the payment of benefits under the Plan or for any
loss of assets due to any action or inaction of the Trustee shall be imposed
upon the Employer.
14.6 Cooperation of Parties.
All parties to this Plan and any party claiming interest hereunder agree to
perform any and all acts and execute any and all documents and papers which are
necessary and desirable for carrying out this Plan or any of its provisions.
14.7 Payments Due Missing Persons.
The Administrator shall direct the Trustee to make a reasonable effort to
locate all persons entitled to benefits under the Plan; however, notwithstanding
any provision in the Plan to the contrary, if, after a period of five years from
the date such benefit shall be due, any such persons entitled to benefits have
not been located, their rights under the Plan shall stand suspended. Before
this provision becomes operative, the Trustee shall send a certified letter to
all such persons at their last known address advising them that their interest
in benefits under the Plan shall be suspended. Any such suspended amounts shall
be held by the Trustee for a period of three additional years (or a total of
eight years from the time the benefits first became payable), and thereafter
such amounts shall be reallocated among current Participants in the same manner
that a current contribution would be allocated. However, if a person
subsequently makes a valid claim with respect to such reallocated amounts and
any earnings thereon, the Plan earnings or the Employer's contribution to be
allocated for the year in which the claim shall be paid shall be reduced by the
amount of such payment. Any such suspended amounts shall be handled in a manner
not inconsistent with regulations issued by the Internal Revenue Service and
Department of Labor.
14.8 Governing Law.
This Plan has been executed in the State of Washington and all questions
pertaining to its validity, construction and administration shall be determined
in accordance with the laws of that State, except to the extent superseded by
the Act.
14.9 Nonguarantee of Employment.
Nothing contained in this Plan shall be construed as a contract of
employment between the Employer and any Employee, or as a right of any Employee
to be continued in the employment of the Employer, or as a limitation of the
right of the Employer to discharge any of its Employees, with or without cause.
55
<PAGE>
14.10 Counsel.
The Trustee and the Administrator may consult with legal counsel, who may
be counsel for the Employer and for the Administrator or the Trustee (as the
case may be), with respect to the meaning or construction of this Plan and the
Trust Agreement, their respective obligations or duties hereunder or with
respect to any action or proceeding or any question of law, and they shall be
fully protected with respect to any action taken or omitted by them in good
faith pursuant to the advice of legal counsel.
IN WITNESS WHEREOF, the Sponsor has caused this Plan to be executed by its
duly authorized officer and its corporate seal to be affixed on this ____ day of
________, 1997.
Attest: TIMBERLAND SAVINGS BANK, SSB
By:
- ------------------------------- ----------------------------------------
Secretary Clarence E. Hamre
President and Chief Executive Officer
56
<PAGE>
Exhibit 10.3
FORM OF THE
TIMBERLAND SAVINGS BANK, SSB
EMPLOYEE SEVERANCE COMPENSATION PLAN
PLAN PURPOSE
The purpose of this Timberland Savings Bank, SSB Employee Severance
Compensation Plan is to assure the services of Employees of the Savings Bank in
the event of a Change in Control. The benefits contemplated by the Plan
recognize the value to the Savings Bank of the services and contributions of the
Employees of the Savings Bank and the effect upon the Savings Bank resulting
from the uncertainties of continued employment, reduced employee benefits,
management changes and relocations that may arise in the event of a Change in
Control. The Board believes that the Plan will also aid the Savings Bank in
attracting and retaining the highly qualified individuals who are essential to
its success and that the Plan's assurance of fair treatment of the Savings
Bank's Employees will reduce the distractions and other adverse effects on
Employees' performance in the event of a Change in Control.
ARTICLE I
ESTABLISHMENT OF PLAN
1.1 Establishment of Plan
---------------------
As of the Effective Date of the Plan as defined herein, the Savings Bank
hereby establishes an employee severance compensation plan to be known as the
Timberland Savings Bank, SSB Employee Severance Compensation Plan." The purposes
of the Plan are as set forth above.
1.2 Application of Plan
-------------------
The benefits provided by this Plan shall be available to all Employees of
the Savings Bank, who, at or after the Effective Date, meet the eligibility
requirements of Article III, except for those officers of the Savings Bank who
have entered into, or who enter into in the future, and continue to be subject
to, an employment or change in control agreement with the Employer.
1.3 Contractual Right to Benefits
-----------------------------
This plan establishes and vests in each Participant a contractual right to
the benefits to which each Participant is entitled hereunder in the event of a
Change in Control, enforceable by the Participant against the Employer, the
Savings Bank, or both. The Plan does not provide, and should not be construed as
providing, benefits of any kind to any Employee, except in the event of a Change
in Control and, in the event of a Change in Control, only upon the involuntary
or voluntary termination of an Employee in the manner contemplated herein.
1
<PAGE>
ARTICLE II
DEFINITIONS AND CONSTRUCTION
2.1 Definitions
-----------
Whenever used in the Plan, the following terms shall have the meanings set
forth below.
"Annual Compensation" of a Participant means and includes all wages,
salary, bonus, and cash compensation, if any, paid (including accrued amounts)
by an Employer as consideration for the Participant's service during the 12-
month period ending on the last day of the month preceding the date of a
Participant's termination pursuant to Section 4.2. For purposes of this Plan, a
Participant's "Monthly Compensation" shall equal one-twelfth of a Participant's
Annual Compensation as determined in accordance with this paragraph.
"Board" means the Board of Directors of the Savings Bank.
CHANGE IN CONTROL shall mean an event deemed to occur if and when (a) an
offeror other than the Company purchases shares of the common stock of the
Company or the Savings Bank pursuant to a tender or exchange offer for such
shares, (b) any person (as such term is used in Sections 13(d) and 14(d)(2) of
the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of
securities of the Company or Savings Bank representing twenty-five percent (25%)
or more of the combined voting power of the Company's or the Savings Bank's then
outstanding securities, (c) the membership of the board of directors of the
Company or the Savings Bank changes as the result of a contested election, such
that individuals who were directors at the beginning of any twenty-four (24)
month period (whether commencing before or after the date of adoption of this
Plan) do not constitute a majority of the Board at the end of such period, or
(d) shareholders of the Company or the Savings Bank approve a merger,
consolidation, sale or disposition of all or substantially all of the Company's
or the Savings Bank's assets or a plan of partial or complete liquidation. If
any of the events enumerated in clauses (a) - (d) occur, the Board shall
determine the effective date of the change in control resulting therefrom.
"Company" means Timberland Bancorp, Inc., a Washington corporation, the
holding company of the Savings Bank.
"Disability" means the permanent and total inability by reason of mental or
physical infirmity, or both, of an Employee to perform the work customarily
assigned to him. Additionally, a medical doctor selected or approved by the
Board must advise the Board that it is either not possible to determine if or
when such Disability will terminate or that it appears probable that such
Disability will be permanent during the remainder of said Employee's lifetime.
"Effective Date" means the date the Plan is approved by the Board of the
Savings Bank, or such other date as the Board shall designate in its resolution
approving the Plan.
2
<PAGE>
"Employee" means any employee of the Savings Bank or another Employer.
"Employer" means (i) the Savings Bank or (ii) a subsidiary of the Savings
Bank or a parent company of the Savings Bank which has adopted the plan pursuant
to Article VI hereof.
"Expiration Date" means a date ten (10) years from the Effective Date
unless earlier terminated pursuant to Section 8.2 or extended pursuant to
Section 8.1.
"Just Cause" shall means termination because of Participant's personal
dishonesty, incompetence, willful misconduct, any breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties, willful
violation of any law, rule or regulation (other than traffic violations or other
similar offenses) or any final cease-and desist order.
"Payment" means the payment of severance compensation as provided in
Article IV hereof.
"Participant" means an Employee who meets the eligibility requirements of
Article III.
"Plan" means this Timberland Savings Bank, SSB Employee Severance
Compensation Plan.
"Savings Bank" means Timberland Savings Bank, SSB or any successor as
provided for in Article VII hereof.
2.2 Applicable Law
--------------
The laws of the State of Washington shall be controlling law in all matters
relating to the Plan to the extent not preempted by Federal law.
2.3 Severability
------------
If a provision of this Plan shall be held illegal or invalid, the
illegality or invalidity shall not affect the remaining parts of the Plan and
the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.
3
<PAGE>
ARTICLE III
ELIGIBILITY
3.1 Participation
-------------
The term "Participant" shall include all Employees of an Employer who have
completed at least two (2) years of service with the Employer at the time of any
termination pursuant to Section 4.2 herein. Notwithstanding the foregoing,
persons who have entered into and continue to be covered by an individual
employment contract or change in control agreement with an Employer shall not be
entitled to participate in this Plan.
3.2 Duration of Participation
-------------------------
A Participant shall cease to be a Participant in the Plan when the
Participant ceases to be an Employee of an Employer, unless such Participant is
entitled to a Payment as provided in the Plan. A Participant entitled to receipt
of a Payment shall remain a Participant in this Plan until the full amount of
such Payment has been paid to the Participant.
ARTICLE IV
PAYMENTS
4.1 Right to Payment
----------------
A Participant shall be entitled to receive from his or her Employer a
Payment in the amount provided in Section 4.3 if a Change in Control occurs and
if, within one (1) year thereafter, the Participant's employment by an Employer
shall terminate for any reason specified in Section 4.2. A Participant shall not
be entitled to a Payment if termination occurs by reason of death, voluntary
retirement, voluntary termination other than for the reasons specified in
Section 4.2, Disability or for Just Cause.
4.2 Reasons for Termination
-----------------------
Following a Change in Control, a Participant shall be entitled to a Payment
in accordance with Section 4.3 if employment by an Employer is terminated,
voluntary or involuntary, for any one or more of the following reasons:
(a) The Employer reduces the Participant's base salary or rate of
compensation as in effect immediately prior to the Change in Control, or as the
same may have been increased thereafter.
(b) The Employer materially changes Participant's function, duties or
responsibilities which would cause the Participant's position to be one of
lesser responsibility, importance or scope with the Employer than immediately
prior to the Change in Control.
4
<PAGE>
(c) The Employer requires the Participant to change the location of
the Participant's job or office, so that such Participant will be based at a
location more than thirty-five (35) miles from the location of the Participant's
job or office immediately prior to the Change in Control provided that such new
location is not closer to Participant's home.
(d) The Employer materially reduces the benefits and perquisites
available to the Participant immediately prior to the Change in Control;
provided, however, that a material reduction in benefits and perquisites
generally provided to all Employees of the Savings Bank on a nondiscriminatory
basis shall not trigger a Payment pursuant to this Plan.
(e) A successor to the Employer fails or refuses to assume the
Employer's obligations under this Plan, as required by Article VII.
(f) The Employer, or any successor to the Employer, breaches any
other provisions of this Plan.
(g) The Employer terminates the employment of a Participant at or
after a Change in Control other than for Just Cause.
4.3 Amount of Payment
-----------------
Each Participant entitled to a Payment under this Plan shall receive
from the Employer a lump sum cash payment equal to the product of the
Participant's Monthly Compensation and the Participant's years of service
(including partial years rounded up to the nearest full month) from the
Employee's date of hire through the date of termination. Notwithstanding
anything herein to the contrary, the maximum payment to a Participant under the
Plan shall not exceed two hundred percent (200%) of the Participant's Annual
Compensation
The Participant shall not be required to mitigate damages on the amount of
the Payment by seeking other employment or otherwise, nor shall the amount of
such Payment be reduced by any compensation earned by the Participant as a
result of employment after termination of employment hereunder.
4.4 Time of Payment
---------------
The Payment to which a Participant is entitled shall be paid to the
Participant by the Employer or the successor to the Employer, in cash and in
full, not later than thirty (30) business days after the termination of the
Participant's employment. If any Participant should die after termination of
the employment but before all amounts have been paid, such unpaid amounts shall
be paid to the Participant's named beneficiary, if living, otherwise to the
personal representative of behalf of or for the benefit of the Participant's
estate.
5
<PAGE>
4.5 Suspension of Payment
---------------------
Notwithstanding the foregoing, no payments or portions thereof shall be
made under this Plan, if such payment or portion would result in the Savings
Bank failing to meet its minimum regulatory capital requirements as required by
12 C.F.R. (S)567.2. Any payments or portions thereof not paid shall be suspended
until such time as their payment would not result in a failure to meet the
Savings Bank's minimum regulatory capital requirements. Any portion of benefit
payments which have not been suspended will be paid on an equitable basis, pro
rata based upon amounts due each Participant, among all eligible Participants.
ARTICLE V
OTHER RIGHTS AND BENEFITS NOT AFFECTED
5.1 Other Benefits
--------------
Neither the provisions of this Plan nor the Payment provided for hereunder
shall reduce any amounts otherwise payable, or in any way diminish the
Participant's rights as an Employee of an Employer, whether existing now or
hereafter, under any benefit, incentive, retirement, stock option, stock bonus,
stock ownership or any employment agreement or other plan or arrangement.
5.2 Employment Status
-----------------
This Plan does not constitute a contract of employment or impose on the
Participant's Employer any obligation to retain the Participant, to maintain the
status of the Participant's employment, or to change the Employer's policies
regarding termination of employment.
ARTICLE VI
PARTICIPATING EMPLOYERS
6.1 Upon approval by the Board of the Savings Bank, this Plan may be
adopted by any subsidiary of the Savings Bank or by the Company. Upon such
adoption, the subsidiary or the Company shall become an Employer hereunder and
the provisions of the Plan shall be fully applicable to the Employees of that
subsidiary or the Company. The term "subsidiary" means any corporation in which
the Savings Bank, directly or indirectly, holds a majority of the voting power
of its outstanding shares of capital stock.
ARTICLE VII
SUCCESSOR TO THE SAVINGS BANK
7.1 The Savings Bank shall require any successor or assignee, whether
direct or indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Savings Bank, expressly and
unconditionally to assume and agree to perform the Savings Bank's obligations
under this plan, in the same manner and to the same extent that the Savings Bank
would be required to perform if no such succession or assignment had taken
place.
6
<PAGE>
ARTICLE VIII
DURATION, AMENDMENT AND TERMINATION
8.1 Duration
--------
If a Change in Control has not occurred, this Plan shall expire as of the
Expiration Date, unless sooner terminated as provided in Section 8.2, or unless
extended for an additional period or periods by resolution adopted by the Board
of the Savings Bank.
Notwithstanding the foregoing, if a Change in Control occurs this Plan
shall continue in full force and effect, and shall not terminate or expire until
such date as all Participants who become entitled to Payments hereunder shall
have received such Payments in full.
8.2 Amendment and Termination
-------------------------
The Plan may be terminated or amended in any respect by resolution adopted
by a majority of the Board of the Savings Bank, unless a Change in Control has
previously occurred. If a Change in Control occurs, the Plan no longer shall be
subject to amendment, change, substitution, deletion, revocation or termination
in any respect whatsoever.
8.3 Form of Amendment
-----------------
The form of any proper amendment or termination of the Plan shall be a
written instrument signed by a duly authorized officer or officers of the
Savings Bank, certifying that the amendment or termination has been approved by
the Board. A proper termination of the Plan automatically shall effect a
termination of all Participants' rights and benefits hereunder.
8.4 No Attachment
-------------
(a) Except as required by law, no right to receive payments under this
Plan shall be subject to anticipation, commutation, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation, or to execution,
attachment, levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to affect such action shall be null, void,
and of no effect.
(b) This Plan shall be binding upon, and inure to the benefit of, each
Employee, the Employer and their respective successors and assigns.
7
<PAGE>
ARTICLE IX
LEGAL FEES AND EXPENSES
9.1 All reasonable legal fees and other expenses paid or incurred by a
party hereto pursuant to any dispute or question of interpretation relating to
this Plan shall be paid or reimbursed by the prevailing party in any legal
judgment, arbitration or settlement.
ARTICLE X
REQUIRED PROVISIONS
10.1 The Savings Bank may terminate the Employee's employment at any time,
but any termination by the Savings Bank, other than Termination for Cause, shall
not prejudice Employee's right to compensation or other benefits under this
Agreement if the Employee is otherwise entitled to a benefit. Employee shall
not have the right to receive compensation or other benefits for any period
after termination for Just Cause as defined in Section 2.1 hereinabove.
10.2 If the Employee is suspended and/or temporarily prohibited from
participating in the conduct of the Savings Bank's affairs by a notice served
under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
(S)1818(e)(3) or (g)(1), the Savings Bank's obligations under this Plan to such
Employee shall be suspended as of the date of service, unless stated by
appropriate proceedings. If the charges in the notice are dismissed, the Savings
Bank may in its discretion (i) pay the Employee all or part of the compensation
withheld while their contract obligations were suspended and (ii) reinstate (in
whole or in part) any of the obligation which were suspended.
10.3 If the Employee is removed and/or permanently prohibited from
participating in the conduct of the Savings Bank's affairs by an order issued
under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
(S)1818(e)(4) or (g)(1), all obligations of the Savings Bank under this Plan to
the Employee shall terminate as of the effective date of the order, but vested
rights of the contracting parties shall not be affected.
10.4 If the Savings Bank is in default as defined in Section 3(x)(1) of the
Federal Deposit Insurance Act, 12 U.S.C. (S)1818(x)(1), all obligations of the
Savings Bank under this Plan shall terminate as of the date of default, but this
paragraph shall not affect any vested rights of the contracting parties.
10.5 All obligations of the Savings Bank under this contract shall be
terminated, except to the extent determined that continuation of the contract is
necessary for the continued operation of the institution, (i) by the Director of
the OTS (or his designee) or (ii) the Federal Deposit Insurance Corporation
("FDIC") at the time FDIC enters into an agreement to provide assistance to or
on behalf of the Savings Bank under the authority contained in Section 13(c) of
the Federal Deposits Insurance Act, 12 U.S.C. (S)1823(c); or (ii) by the
Director of the OTS (or his designee) at the time the Director (or his designee)
approves a supervisory merger to resolve problems
8
<PAGE>
related to the operations of the Savings Bank or when the Savings Bank is
determined by the Director to be in an unsafe or unsound condition. Any rights
of the parties that have already vested, however, shall not be affected by such
action.
10.6 Any payments made to an Employee pursuant to this Plan or otherwise
shall be conditioned upon compliance under 12 U.S.C. (S)1828(k) and any
regulations promulgated thereunder.
ARTICLE XI
ADMINISTRATION OF THE PLAN
11.1 The Plan shall be administered by the Board (or, by a committee of
non-employee directors designated by the Board). Subject to the other
provisions of the Plan, the Board shall have authority to adopt, amend, alter
and repeal such administrative rules, guidelines and practices governing the
operation of the Plan as it shall from time to time consider advisable, to
interpret the provisions of the Plan and to decide all disputes arising in
connection with the Plan. The Board may correct any defect or supply any
omission or reconcile any inconsistency in the Plan in the manner and to the
extent it shall deem appropriate to carry the Plan into effect, in its sole and
absolute discretion. The Board's decision and interpretations shall be final and
binding. Any action of the Board with respect to the administration of the Plan
shall be taken pursuant to a majority vote or by the unanimous written consent
of its members.
Having been adopted by its Board on ___________, 1997, this Plan is
executed by duly authorized officer of the Savings Bank this ______ day of
__________________, 1997.
Attest
- ------------------------ ----------------------------------------
Secretary Clarence E. Hamre
President and Chief Executive Officer
9
<PAGE>
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
Parent
- ------
Timberland Bancorp, Inc.
Percentage Jurisdiction or
Subsidiaries (a) of Ownership State of Incorporation
- ---------------- ------------ ----------------------
Timberland Savings
Bank, SSB (1) 100% Washington
Timberland Service
Corporation (2) 100% Washington
- ------------------
(1) Upon consummation of the Conversion, Timberland Savings Bank, SSB will
become a wholly-owned subsidiary of the Registrant.
(2) This corporation is a wholly owned subsidiary of Timberland Savings Bank,
SSB.
<PAGE>
Exhibit 23.1
[LETTERHEAD OF DWYER PEMBERTON AND COULSON, P.C.]
CONSENT OF INDEPENDENT AUDITORS
The Boards of Directors
Timberland Bancorp, Inc.
Timberland Savings Bank, SSB
Hoquiam, Washington
We consent to the use in this Registration Statement on Form S-1 on behalf of
Timberland Bancorp, Inc., of our report dated November 22, 1996, relating to the
consolidated financial statements of Timberland Savings Bank, SSB and subsidiary
contained in the Prospectus, which is part of such Registration Statement.
We also consent to the reference to us under the headings "Legal and Tax
Opinions" and "Experts" contained in this Prospectus, which is a part of such
Registration Statement.
/s/ Dwyer, Pemberton & Coulson
DWYER PEMBERTON & COULSON, P.C.
Tacoma, Washington
September 17, 1997
<PAGE>
Exhibit 23.5
[LETTERHEAD OF RP FINANCIAL, LC. APPEARS HERE]
September 10, 1997
Board of Directors
Timberland Savings Bank
624 Simpson Avenue
Hoquiam, Washington 98550
Gentlemen:
We hereby consent to the use of our firm's name in the Application for
Conversion of Timberland Savings Bank, SSB, Hoquiam, Washington, and any
amendments thereto, and in the Form S-1 Registration Statement and any
amendments thereto for Timberland Bancorp, Inc. We also hereby consent to the
inclusion of, summary of and references to our Appraisal Report and our
statement concerning subscription rights in such filings including the
Prospectus of Timberland Bancorp, Inc.
Sincerely,
RP FINANCIAL, LC.
James P. Hennessey
James P. Hennessey
Senior Vice President
<PAGE>
Exhibit 99.2
[LETTERHEAD OF TIMBERLAND BANCORP APPEARS HERE]
Stock Order Form
- --------------------------------------------------------------------------------
Deadline The Subscription Offering ends at Noon, Pacific Time, on xxxxxxxx xx,
1997. Your original Stock Order and Certification Form, properly executed and
with the correct payment, must be received at the address on the top of this
form by this deadline, or it will be considered void.
- --------------------------------------------------------------------------------
(1) Number of Shares Price Per Share (2) Total Amount Due
x $10.00 =
- -------------------- --------------------
$
- -------------------- --------------------
The minimum number of shares that may be subscribed for is 25. The maximum
individual subscription is 20,000 shares. No person, together with associates
and persons acting in concert with such person may purchase more than 1.0% of
the Common Stock sold in the Conversion. There are additional purchase
limitations for associates and groups acting in concert as defined in the
Prospectus.
- --------------------------------------------------------------------------------
Method of Payment
(3) [_] Enclosed is a check, bank draft or money order payable to Timberland
Bancorp, Inc. for $_________________ (or cash if presented in person).
(4) [_] I authorize Timberland Savings Bank to make withdrawals from my
Timberland Savings Bank certificate or savings account(s) shown below,
and understand that the amounts will not otherwise be available for
withdrawal:
Account Number(s) Amount(s)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Total Withdrawal
--------------------------------
- --------------------------------------------------------------------------------
(5) [_] Check here if you are a director, officer or employee of Timberland
Savings Bank or a member of such person's immediate family.
- --------------------------------------------------------------------------------
(6) [_] Associate - Acting in Concert
Check here, and complete the reverse side of this form, if you or any
associates (as defined on the reverse side of this form) or persons acting in
concert with you have submitted other orders for shares in the Subscription
Offering and/or Direct Community Offering.
- --------------------------------------------------------------------------------
(7) Purchaser Information
a. [_] Eligible Account Holder Check here if you were a depositor with $50.00 or
more on deposit with Timberland Savings Bank as of 12/31/95. Enter
information below for all deposit accounts that you had at Timberland
Savings Bank on 12/31/95.
b. [_] Supplemental Eligible Account Holder - Check here if you were a depositor
with $50.00 or more on deposit with Timberland Savings Bank as of 9/30/97
but are not an Eligible Account Holder. Enter information below for all
deposit accounts that you had at Timberland Savings Bank on 9/30/97
c. [_] Other Member - Check here if you were a depositor of Timberland Savings
Bank as of ____________, but are not an Eligible Account Holder or a
Supplemental Eligible Account Holder. Enter information below for all
deposit accounts that you had at Timberland Savings Bank on
_____________.
d. [_] Local Community - Check here if you are a permanent resident of Grays
Harbor, Thurston, Pierce, or King Counties, Washington, but are not an
Eligible Account Holder, Supplemental Eligible Account Holder, or Other
Member.
Account Title(Names on Accounts) Account Number
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(additional space on back of form)
- --------------------------------------------------------------------------------
(8) Stock Registration
<TABLE>
<S> <C> <C>
[_] Individual [_] Uniform Transfer to Minors [_] Partnership
[_] Joint Tenants [_] Uniform Gift to Minors [_] Individual Retirement Account
[_] Tenants in Common [_] Corporation [_] Fiduciary/Trust (Under Agreement Dated _________________)
</TABLE>
- --------------------------------------------------------------------------------
Name Social Security or Tax I.D.
- --------------------------------------------------------------------------------
Name Social Security or Tax I.D.
- --------------------------------------------------------------------------------
Street Daytime
Address Telephone
- --------------------------------------------------------------------------------
Zip Evening
City State Code County Telephone
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[_] NASD Affiliation (This section only applies to those individuals who meet
the delineated criteria)
Check here if you are a member of the National Association of Securities
Dealers, Inc. ("NASD"), a person associated with an NASD member, a member of the
immediate family of any such person to whose support such person contributes,
directly or indirectly, or the holder of an account in which an NASD member or
person associated with an NASD member has a beneficial interest. To comply with
conditions under which an exemption from the NASD's Interpretation With Respect
to Free-Riding and Withholding is available, you agree, if you have checked the
NASD affiliation box: (1) not to sell, transfer or hypothecate the stock for a
period of three months following the issuance and (2) to report this
subscription in writing to the applicable NASD member within one day of the
payment therefor.
- --------------------------------------------------------------------------------
Acknowledgment By signing below, I acknowledge receipt of the Prospectus dated
XXXXXXX XX, 1997 and understand I may not change or revoke my order once it is
received by Timberland Bancorp, Inc. I also certify that this stock order is for
my account and there is no agreement or understanding regarding any further sale
or transfer of these shares. Applicable regulations prohibit any persons from
transferring, or entering into any agreement directly or indirectly to transfer,
the legal or beneficial ownership of conversion subscription rights or the
underlying securities to the account of another person. Timberland Savings Bank
will pursue any and all legal and equitable remedies in the event it becomes
aware of the transfer of subscription rights and will not honor orders known by
it to involve such transfer. Under penalties of perjury, I further certify that:
(1) the social security number or taxpayer identification number given above is
correct; and (2) I am not subject to backup withholding. You must cross out this
item, (2) above, if you have been notified by the Internal Revenue Service that
you are subject to backup withholding because of under-reporting interest or
dividends on your tax return. By signing below, I also acknowledge that I have
not waived any rights under the Securities Act of 1933 and the Securities
Exchange Act of 1934.
Signature THIS FORM MUST BE SIGNED AND DATED TWICE: Here and on the
---------------------------------------------------------
Certification Form on the reverse hereof. THIS ORDER IS NOT VALID IF THE STOCK
- ----------------------------------------
ORDER FORM AND CERTIFICATION FORM ARE NOT BOTH SIGNED. YOUR ORDER WILL BE FILLED
--- ----
IN ACCORDANCE WITH THE PROVISIONS OF THE PROSPECTUS. When purchasing as a
custodian, corporate officer, etc., include your full title. An additional
signature is required only if payment is by withdrawal from an account that
requires more than one signature to withdraw funds.
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS AND ARE NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE SAVINGS
ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.
- --------------------------------------------------------------------------------
Signature Title(if applicable) Date
- --------------------------------------------------------------------------------
Signature Title(if applicable) Date
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FOR OFFICE Date Rec'd _____/____/_____ Check # _________
USE Amount $ _______________ Category _________
Batch# ________ - ________________Order # Deposit $ _________
- --------------------------------------------------------------------------------
<PAGE>
Timberland Bancorp, Inc.
Proposed Holding Company for Timberland Savings Bank, SSB
- --------------------------------------------------------------------------------
Item (6) continued; Associate - Acting in Concert
Associates listed on Number of
other stock orders shares ordered
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Item (7) continued; Purchaser Information
- --------------------------------------------------------------------------------
Account Title (Names on Accounts) Account Number
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Definition of Associate
The term "associate" of a person is defined to mean (i) any corporation or other
organization (other than Timberland Bancorp, Inc. ("Company"), Timberland
Savings Bank, SSB ("Timberland Savings"), or a majority owned subsidiary of
Timberland Savings of which such person is a director, officer or partner or is
directly or indirectly the beneficial owner of 10% or more of any class of
equity securities; (ii) any trust or other estate in which such person has a
substantial beneficial interest or as to which such person serves as trustee or
in a similar fiduciary capacity, provided, however, that such term shall not
include any tax-qualified employee stock benefit plan of the Company or
Timberland Savings in which such person has a substantial beneficial interest or
serves as a trustee or in a similar fiduciary capacity; and (iii) any relative
or spouse of such person, or any relative of such person, who either has the
same home as such person or who is a director or officer of the Company or
Timberland Savings or any of their subsidiaries.
- --------------------------------------------------------------------------------
CERTIFICATION FORM
(This Certification Must Be Signed In Addition to the
Stock Order Form On Reverse Hereof)
I ACKNOWLEDGE THAT THE SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF
TIMBERLAND BANCORP, INC. IS NOT A DEPOSIT OR AN ACCOUNT AND IS NOT FEDERALLY
INSURED, AND IS NOT GUARANTEED BY TIMBERLAND SAVINGS BANK OR BY THE FEDERAL
GOVERNMENT.
If anyone asserts that the shares of common stock are federally insured or
guaranteed, or are as safe as an insured deposit, I should call the Director of
the Washington Department of Financial Institutions, John Bley, at (360)
902-8700.
I further certify that, before purchasing the shares of common stock of
Timberland Bancorp, Inc., I received a copy of the Prospectus dated ___________,
1997 which discloses the nature of the shares of common stock being offered
thereby and describes the following risks involved in an investment in the
common stock under the heading "Risk Factors" beginning on page __ of the
Prospectus:
1. Certain Lending Risks
2. Potential Adverse Impact of Changes in Interest Rates
3. Return on Average Equity After Conversion
4. Market Area Risk
5. Dependence on Key Personnel
6. Competition
7. New Expenses Associated With ESOP and MRP
8. Anti-takeover Considerations
9. Possible Dilutive Effect of Benefit Programs
10. Absence of Prior Market for the Common Stock
11. Possible Increase in Estimated Valuation Range and Number of Shares
Issued
12. Risk of Delayed Offering
13. Potential Operating Restrictions Associated with Regulatory Oversight
14. Possible Adverse Income Tax Consequences of the Distribution of
Subscription Rights
- ------------------------------------- ------------------------------------
Signature Date Signature Date
- ------------------------------------- ------------------------------------
(Note: If stock is to be held jointly, both parties must sign)
----
<PAGE>
[LETTERHEAD OF CHARLES WEBB & COMPANY APPEARS HERE]
To Members and Friends of
Timberland Savings Bank, SSB
- --------------------------------------------------------------------------------
Keefe, Bruyette & Woods, Inc., a member of the National Association of
Securities Dealers, Inc., through its division Charles Webb & Company, is
assisting Timberland Savings Bank, SSB ("Savings Bank") in its conversion from
a state chartered mutual savings bank to a state chartered capital stock savings
bank and the concurrent offering of shares of common stock by Timberland
Bancorp, Inc. (the "Holding Company"), the newly formed corporation that will
serve as the holding company for the Savings Bank following the conversion.
At the request of the Holding Company, we are enclosing materials explaining the
conversion, including the opportunity to invest in shares of the Holding
Company's common stock being offered to customers and the community through
December XX, 1997. Please read the enclosed offering materials carefully. The
Holding Company has asked us to forward these documents to you in view of
certain requirements of the securities laws of your state.
If you have any questions, please visit our Stock Information Center at 624
Simpson Avenue, Hoquiam, Washington, or feel free to call the Stock Information
Center at (360) XXX-XXXX.
Very truly yours,
Charles Webb & Company
a Division of Keefe, Bruyette & Woods, Inc.
THE SHARES OF COMMON STOCK OFFERED IN THE CONVERSION 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
GOVERNMENTAL AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
<PAGE>
XXXXXXXX XX, 1997
Dear Member:
We are pleased to announce that Timberland Savings Bank, SSB ("Savings
Bank") is converting from a state chartered mutual savings bank to a state
chartered capital stock savings bank ("Conversion"). In conjunction with the
Conversion, Timberland Bancorp, Inc. the newly-formed corporation that will
serve as holding company for the Savings Bank, is offering shares of common
stock in a subscription offering and community offering.
Unfortunately, Timberland Bancorp, Inc. is unable to either offer or sell
its common stock to you because the small number of eligible subscribers in your
jurisdiction makes registration or qualification of the common stock under the
securities laws of your jurisdiction impractical, for reasons of cost or
otherwise. Accordingly, this letter should not be considered an offer to sell or
a solicitation of an offer to buy the common stock of Timberland Bancorp, Inc.
However, as a member of the Savings Bank, you have the right to vote on the
Plan of Conversion at the Special Meeting of Members to be held on XXXXXXXX XX,
1997. Therefore, enclosed is a Proxy Card, a Proxy Statement (which includes
the Notice of the Special Meeting), Prospectus (which contains information
incorporated into the Proxy Statement) and a return envelope for your proxy
card.
I invite you to attend the Special Meeting on XXXXXXXX XX, 1997. However,
whether or not you are able to attend, please complete the enclosed proxy card
and return it in the enclosed envelope.
Sincerely,
Clarence E. Hamre
Chairman, President and Chief Executive Officer
<PAGE>
XXXXXX XX, 1997
Dear Member:
We are pleased to announce that Timberland Savings Bank, SSB ("Savings
Bank") is converting from a state chartered mutual savings bank to a state
chartered capital stock savings bank ("Conversion"). In conjunction with the
Conversion, Timberland Bancorp, Inc. ("Holding Company"), the newly-formed
corporation that will serve as holding company for the Savings Bank, is offering
shares of common stock in a subscription offering and community offering to
certain of our depositors, to our Employee Stock Ownership Plan and certain
members of the general public pursuant to a Plan of Conversion.
To accomplish the Conversion, we need your participation in an important
vote. Enclosed is a proxy statement describing the Plan of Conversion and your
voting and subscription rights. The Plan of Conversion has been approved by the
Washington State Department of Financial Institutions, Division of Banks and the
non-objection of the Federal Deposit Insurance Corporation ("FDIC") and now must
be approved by you. YOUR VOTE IS VERY IMPORTANT.
Enclosed, as part of the proxy material, is your proxy card located behind
the window of your mailing envelope. This proxy should be separated from the
Stock Order and Certification Form, signed and returned to us prior to the
Special Meeting scheduled for XXXXXXXX XX, 1997. After carefully reviewing the
enclosed Proxy Statement, please take a moment to sign the enclosed proxy card
and return it to us in the postage-paid envelope provided. FAILURE TO VOTE HAS
THE SAME EFFECT AS VOTING AGAINST THE CONVERSION.
The Board of Directors of the Savings Bank believes that the Conversion is
in the best interests of the Savings Bank and its members, offering a number of
advantages, such as an opportunity for depositors and customers of the Savings
Bank to become shareholders of the Holding Company. Please remember:
. Your accounts at the Savings Bank will continue to be insured up to the
maximum legal limit by the FDIC.
. There will be no change in the balance, interest rate, or maturity of any
of your deposit accounts or loans because of the Conversion.
. You have the right, but no obligation, to buy stock before it is offered to
the public.
. Like all stock, stock issued by the Holding Company will not be insured by
the FDIC.
Enclosed also are materials describing the stock offering. We urge you to
read these materials carefully. If you are interested in ordering the common
stock of the Holding Company, you must submit your Stock Order Form and
Certification Form, and payment prior to Noon, Pacific Time, XXXXXXXX XX, 1997.
If you have any questions regarding the stock offering, please call us at
(360) XXX-XXXX, Monday through Friday 9:00 a.m. to 5:00 p.m. or stop by the
Stock Information Center located at 624 Simpson Avenue, Hoquiam, Washington.
Sincerely,
Clarence E. Hamre
Chairman, President and Chief Executive Officer
THE SHARES OF COMMON STOCK OFFERED IN THE CONVERSION ARE NOT SAVINGS ACCOUNTS OR
DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
BANK INSURANCE FUND OR THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
<PAGE>
XXXXXXXX XX, 1997
Dear Friend:
We are pleased to announce that Timberland Savings Bank, SSB ("Savings
Bank") is converting from a state chartered mutual savings bank to a state
chartered capital stock savings bank ("Conversion"). In conjunction with the
Conversion, Timberland Bancorp, Inc ("Holding Company") the newly-formed
corporation that will serve as holding company for the Savings Bank, is offering
shares of common stock in a subscription offering and community offering. The
sale of stock in connection with the Conversion will raise capital to support
and enhance the Savings Bank's current operations.
Because we believe you may be interested in learning more about the
Conversion, we are sending you the following materials which describe the stock
offering. Please read these materials carefully before you submit a Stock Order
and Certification Form.
PROSPECTUS: This document provides detailed information about the
operations of the Holding Company and the Savings Bank and the proposed
stock offering.
QUESTIONS AND ANSWERS BROCHURE: Key questions and answers about the stock
offering are found in this brochure.
STOCK ORDER AND CERTIFICATION FORM: This form is used to order stock by
returning it with your payment in the enclosed business reply envelope.
The deadline for ordering stock is Noon, Pacific Time, XXXXXXXX XX, 1997.
As a friend of the Savings Bank, you will have the opportunity to buy stock
directly from THE Holding Company in the Conversion without commission or fee.
If you have additional questions regarding the Conversion and stock offering,
please call us at (360) XXX-XXXX, Monday through Friday from 9:00 a.m. to 5:00
p.m. or stop by the Stock Information Center at 624 Simpson Avenue, Hoquiam,
Washington.
We are pleased to offer you this opportunity to become a charter
shareholder of Timberland Bancorp, Inc.
Sincerely,
Clarence E. Hamre
Chairman, President and Chief Executive Officer
THE SHARES OF COMMON STOCK OFFERED IN THE CONVERSION 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
GOVERNMENTAL AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
<PAGE>
XXXXXXX XX, 1997
Dear Prospective Investor:
We are pleased to announce that Timberland Savings Bank, SSB ("Savings
Bank") is converting from a state chartered mutual savings bank to a state
chartered capital stock savings bank ("Conversion"). In conjunction with the
Conversion, Timberland Bancorp, Inc. ("Holding Company") the newly-formed
corporation that will serve as the holding company for the Savings Bank, is
offering shares of common stock in a subscription offering and community
offering. The sale of stock in connection with the Conversion will raise
capital to support and enhance the Savings Bank's current operations.
We have enclosed the following materials to help you learn more about the
Conversion. Please read and review the materials carefully before you submit a
Stock Order and Certification Form.
PROSPECTUS: This document provides detailed information about the
operations of the Holding Company and the Savings Bank and the proposed
stock offering.
QUESTIONS AND ANSWERS BROCHURE: Key questions and answers about the stock
offering are found in this brochure.
STOCK ORDER AND CERTIFICATION FORM: This form is used to order stock by
returning it with your payment in the enclosed business reply envelope.
The deadline for ordering stock is Noon, Pacific Time, XXXXXX XX, 1997.
We invite our loyal customers and local community members to take advantage
of the opportunity to become charter shareholders of the Holding Company.
Through this offering you have the opportunity to buy stock directly from the
Holding Company without commission or fee. The Board of Trustees and management
of the Savings Bank fully support the stock offering.
If you have additional questions regarding the Conversion and stock
offering, please call us at (360) XXX-XXXX, Monday through Friday from 9:00 a.m.
to 5:00 p.m. or stop by the Stock Information Center located at 624 Simpson
Avenue in Hoquiam, Washington.
Sincerely,
Clarence E. Hamre
Chairman, President, and Chief Executive Officer
THE SHARES OF COMMON STOCK OFFERED IN THE CONVERSION 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
GOVERNMENTAL AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
<PAGE>
Facts About Conversion
The Board of Trustees of Timberland Savings Bank, SSB ("Savings Bank") has
unanimously adopted a Plan of Conversion, to convert from a state chartered
mutual savings bank to a state chartered capital stock savings bank as a wholly-
owned subsidiary of a newly chartered holding company (Conversion").
This brochure answers some of the most frequently asked questions about the
Conversion and about your opportunity to invest in Timberland Bancorp, Inc.
("Holding Company"), the newly formed corporation that will serve as the holding
company for the Savings Bank following the Conversion.
Investment in the stock of the Holding Company involves certain risks. For a
discussion of these risks and other factors, investors are urged to read the
accompanying Prospectus, especially the discussion under the heading "Risk
Factors".
Why is the Savings Bank converting to stock form?
- --------------------------------------------------------------------------------
The stock form of ownership is used by most business corporations and an
increasing number of savings institutions. Through the sale of stock, the
Holding Company will raise additional capital to enable the Savings Bank to:
. support and expand its current financial and other services.
. allow customers and friends the opportunity to purchase stock and share in the
Holding Company's and the Savings Bank's future.
Will the Conversion affect any of my deposit accounts or loans?
- --------------------------------------------------------------------------------
No. The Conversion will have no effect on the balance or terms of any savings
account or loan, and your deposits will continue to be federally insured by the
Federal Deposit Insurance Corporation ("FDIC") to the maximum legal limit. Your
savings account is not being converted to stock.
Who is eligible to purchase stock in the subscription and community offerings?
- --------------------------------------------------------------------------------
Certain past and present depositors of the Savings Bank, the Savings Bank's
Employee Stock Ownership Plan and members of the general public.
How many shares of stock are being offered and at what price?
- --------------------------------------------------------------------------------
The Holding Company is offering up to X,XXX,XXX shares of common stock, subject
to adjustment as described in the Prospectus, at a price of $10.00 per share
through the Prospectus.
How much stock may I buy?
- --------------------------------------------------------------------------------
The minimum order is 25 shares. No person alone may order more than $200,000 of
the common stock issued in the Conversion. No person together with associates of
and persons acting in concert with such person, may order more than 1% of the
common stock issued in the Conversion.
Do members have to buy stock?
- --------------------------------------------------------------------------------
No. However, the Conversion will allow the Savings Bank's depositors an
opportunity to buy stock and become charter shareholders of the Holding Company
for the local financial institution with which they do business.
How do I order stock?
- --------------------------------------------------------------------------------
You must complete the enclosed Stock Order and Certification Form. Instructions
for completing your Stock Order and Certification Form are contained in this
packet. Your order must be received by Noon, Pacific Time, on XXXXXXXXX, XX
1997.
How may I pay for my shares of stock?
- --------------------------------------------------------------------------------
First, you may pay for stock by check, cash (only if presented in person) or
money order. Interest will be paid by the Savings Bank on these funds at the
passbook rate, which is currently ___% per annum, from the day the funds are
received until the completion or termination of the Conversion. Second, you may
authorize us to withdraw funds from your savings account(s)or certificate(s) of
deposit at the Savings Bank for the amount of funds you specify for payment.
You will not have access to these funds from the day we receive your order until
completion or termination of the Conversion.
<PAGE>
- --------------------------------------------------------------------------------
STOCK OFFERING
QUESTIONS
AND ANSWERS
- --------------------------------------------------------------------------------
Can I purchase shares using funds in my Savings Bank IRA account?
- --------------------------------------------------------------------------------
Applicable regulations do not permit the purchase of conversion stock from your
existing Savings Bank IRA account. To accommodate our depositors, however, we
have made arrangements with an outside trustee to allow such purchases. Please
call our Stock Information Center for additional information.
Will the stock be insured?
- --------------------------------------------------------------------------------
No. Like any other stock, the Holding Company's stock will not be insured.
Will dividends be paid on the stock?
- --------------------------------------------------------------------------------
The Holding Company's Board of Directors will consider whether to pay a cash
dividend in the future, subject to regulatory limits and requirements. No
decision has been made as to the amount or timing of such dividends, if any
How will the stock be traded?
- --------------------------------------------------------------------------------
The Holding Company has applied to list its common stock for trading on the
Nasdaq National Market under the symbol "XXXX". However, no assurance can be
given that such approval will be received or, if received, that an active and
liquid market will develop.
Are officers and directors of the Savings Bank planning to purchase stock?
- --------------------------------------------------------------------------------
Yes! The Savings Bank's officers and directors plan to purchase, in the
aggregate, $X.X million worth of stock or approximately X.X% of the stock
offered at the maximum of the estimated offering range.
Must I pay a commission?
- --------------------------------------------------------------------------------
No. You will not be charged a commission or fee on the purchase of shares in
the Conversion.
Should I vote?
- --------------------------------------------------------------------------------
Yes. Your "YES" vote is very important!
PLEASE VOTE, SIGN AND RETURN ALL PROXY CARDS!
Why did I get several proxy cards?
- --------------------------------------------------------------------------------
If you have more than one account, you could receive more than one proxy card,
depending on the ownership structure of your accounts.
How many votes do I have?
- --------------------------------------------------------------------------------
Your proxy card(s) show(s) the number of votes you have. Every depositor
entitled to vote may cast one vote for each $XXX, or fraction thereof, on
deposit as of the voting record date (XXXX XX, 1997) but no more than XXXX
votes. These voting rights are established by the Savings Bank's charter.
May I vote in person at the special meeting?
- --------------------------------------------------------------------------------
Yes, but we would still like you to sign and mail your proxy card, today. If
you decide to revoke your proxy you may do so by executing and delivering a
subsequently dated proxy card or by giving notice at the special meeting.
FOR ADDITIONAL INFORMATION YOU MAY CALL OUR STOCK INFORMATION CENTER BETWEEN
9:00 A.M. AND 5:00 P.M. MONDAY THROUGH FRIDAY.
- --------------------------------------------------------------------------------
STOCK INFORMATION CENTER
(360) XXX-XXXX
- --------------------------------------------------------------------------------
Timberland Bancorp, Inc.
624 Simpson Avenue
Hoquiam, Washington 98550-3688
STOCK OFFERING QUESTIONS AND ANSWERS
THE SHARES OF COMMON STOCK OFFERED IN THE CONVERSION 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
GOVERNMENTAL AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
<PAGE>
Timberland Bancorp, Inc.
Stock Ownership Guide and Stock Order Form Instructions
Stock Order Form Instructions
- --------------------------------------------------------------------------------
Item 1 and 2 - Fill in the number of shares that you wish to purchase and the
total payment due. The amount due is determined by multiplying the number of
shares ordered by the subscription price of $10.00 per share. The minimum
purchase is 25 shares. The maximum individual subscription is 20,000 shares of
Common Stock in the Subscription and Direct Community Offerings. No person
(including all parties on a joint account), either alone or together with
associates of or persons acting in concert with such person, may purchase more
than 1% of shares of Common Stock issued in the Conversion. Timberland Bancorp,
Inc. reserves the right to reject the subscription of any order received in the
Direct Community Offering, if any, in whole or in part.
Item 3 - Payment for shares may be made in cash (only if delivered by you in
person), by check, bank draft or money order payable to
Timberland Bancorp, Inc. DO NOT MAIL CASH. Your funds will earn interest at
Timberland Savings Bank's passbook rate which is currently ____%.
Item 4 - To pay by withdrawal from a savings account or certificate of deposit
at Timberland Savings Bank, insert the account number(s) and the amount(s) you
wish to withdraw from each account. If more than one signature is required to
withdraw, each must sign in the signature box on the front of this form. To
withdraw from an account with checking privileges, please write a check. No
early withdrawal penalty will be charged on funds used to purchase stock. A
hold will be placed on the account(s) for the amount(s) you show. Payments will
remain in account(s) until the stock offering closes. If a partial withdrawal
reduces the balance of a certificate account to less than the applicable
minimum, the remaining balance will be refunded.
Item 5 - Please check this box to indicate whether you are a director, officer
or employee of Timberland Savings Bank or a member of such person's immediate
family.
Item 6 - Please check this box if you or any associate (as defined on the
reverse side of the Stock Order Form) or person acting in concert with you has
submitted another order for shares and complete the reverse side of the Stock
Order Form.
Item 7 - Please check the appropriate box if you were:
a) A depositor with $50.00 or more on deposit at Timberland Savings
Bank as of 12/31/95. Enter information below for all deposit
accounts that you had at Timberland Savings Bank on 12/31/95.
b) A depositor with $50.00 or more on deposit at Timberland Savings
Bank as of 9/30/97, but are not an Eligible Account Holder. Enter
information below for all deposit accounts that you had at
Timberland Savings Bank on 9/30/97.
c) A depositor of Timberland Savings Bank, Bank as of _____________,
but are not an Eligible Account Holder or a Supplemental Eligible
Account Holder. Enter information below for all deposit accounts
that you had at Timberland Savings Bank on __________.
d) A permanent resident of Grays Harbor, Thurston, Pierce, or King
Counties, Washington.
Item 8 - The stock transfer industry has developed a uniform system of
shareholder registrations that we will use in the issuance of Timberland
Bancorp, Inc. common stock. Please complete this section as fully and
accurately as possible, and be certain to supply your social security or Tax
I.D. number(s) and your daytime and evening phone numbers. We will need to call
you if we can not execute you order as given. If you have any questions
regarding the registration of your stock, please consult your legal advisor.
Subscription rights are not transferable. If you are a qualified member, to
protect your priority over other purchasers as described in the Prospectus, you
must take ownership in at least one of the account holder's names.
Stock Ownership Guide
- --------------------------------------------------------------------------------
Individual - The Stock is to be registered in an individual's name only, You
may not list beneficiaries for this ownership.
Joint Tenants - Joint tenants with rights of survivorship identifies two or more
owners. When stock is held by joint tenants with rights of survivorship,
ownership automatically passes to the surviving joint tenant(s) upon the death
of any joint tenant. You may not list beneficiaries for this ownership.
Tenants in Common - Tenants in common may also identify two or more owners.
When stock is to be held by tenants in common, upon the death of one co-tenant,
ownership of the stock will be held by the surviving co-tenant(s) and by the
heirs of the deceased co-tenant. All parties must agree to the transfer or sale
of shares held by tenants in common. You may not list beneficiaries for this
ownership.
Uniform Gift to Minors - For residents of many states, stock may by held in the
name of a custodian for the benefit of a minor under the Uniform Gift to Minors
Act. For residents in other states, stock may be held in a similar type of
ownership under the Uniform Transfer to Minors Act of the individual state. For
either ownership, the minor is the actual owner of the stock with the adult
custodian being responsible for the investment until the child reaches legal
age. Only one custodian and one minor may be designated.
Instructions: On the first Name line, print the first name, middle initial and
last name of the custodian, with the abbreviation "CUST" after the name. Print
the first name, middle initial and last name of the minor on the second Name
line. Use the minor's social security number.
Corporation/Partnership - Corporations and Partnerships may purchase stock.
Please provide the Corporation/Partnership's legal name and Tax I.D. To have
depositor rights, the Corporation/Partnership must have an account in the legal
name. Please contact the Stock Information Center to verify depositor rights
and purchase limitations.
Individual Retirement Account - Individual Retirement Account ("IRA") holders
may make stock purchases from their deposits through a prearranged "trustee-to-
trustee" transfer. Stock may only be held in a self-directed IRA. Timberland
Savings Bank does not offer a self-directed IRA. Please contact the Stock
Information Center if you have any questions about your IRA account.
Fiduciary/Trust - Generally, fiduciary relationships (such as Trusts, Estates,
Guardianships, etc.) are established under a form of trust agreement or pursuant
to a court order. Without a legal document establishing a fiduciary
relationship, your stock may not be registered in a fiduciary capacity.
Instructions: On the first name line, print the first name, middle initial and
last name of the fiduciary if the fiduciary is an individual. If the fiduciary
is a corporation, list the corporate title on the first name line. Following
the name, print the fiduciary title such as trustee, executor, personal
representative, etc. On the second name line, print the name of the maker ,
donor or testator or the name of the beneficiary. Following the name, indicate
the type of legal document establishing the fiduciary relationship (agreement,
court order, etc.). In the blank after "Under Agreement Dated", fill in the
date of the document governing the relationship. The date of the document need
not be provided for a trust created by a will.
<PAGE>
(receipt of order letter - Timberland Bancorp, Inc. letterhead)
Date
Name
Address Tax I.D. Number XXX-XX-XXX
City, State, Zip
Receipt of Order
This letter is to acknowledge receipt of your order to purchase common stock
offered by Timberland Bancorp, Inc. Please check the following information
carefully to ensure that we have entered your order correctly. Each order is
assigned a prioritized category described below. Acceptance of your order and
the shares of stock you actually receive will be subject to the allocation
provisions of the Plan of Conversion, as well as other conditions and
limitations described in the Prospectus.
Our records indicate the following:
Number of Shares Ordered: _________
Purchase Price Per Share: $10.00
Total Order Amount: $________
Date Order Received: __/__/__
Order Number: _________
Category Assigned: _________
Category Description
--------------------
1. Eligible Account Holders - Depositors as of December 31, 1995 with
$50.00 or more on deposit
2. Employee Stock Ownership Plan (ESOP)
3. Supplemental Eligible Account Holders - Depositors as of September
30, 1997 with $50.00 or more on deposit
4. Other Members as of _________, 1997
5. Permanent Residents of Grays Harbor, Thurston, Pierce, or King
Counties, Washington
6. General Public
If this does not agree with your records or if you have any questions, please
call our Stock Information Center at (360) XXX-XXXX. Thank you for your order.
Sincerely,
Clarence E. Hamre
Chairman, President and Chief Executive Officer
<PAGE>
================================================================================
STOCK GRAM
We are pleased to announce that Timberland Bancorp, Inc. ("Holding Company"),
the proposed holding company for Timberland Savings Bank, SSB ("Savings Bank"),
is offering shares of common stock in a subscription and community offering. The
sale of stock in connection with the offering will support and enhance the
Savings Bank's current operations.
We previously mailed to you a Prospectus providing detailed information about
the operations of the Holding Company and the Savings Bank and the proposed
stock offering. We urge you to read this carefully.
We invite our loyal customers and community members to take advantage of the
opportunity to become shareholders of Timberland Bancorp, Inc. If you are
interested in purchasing the common stock of Timberland Bancorp Inc., you must
submit your Stock Order Form/Certification Form and payment prior to Noon,
Pacific Time on ________________, 1997.
Should you have additional questions regarding the stock offering or need
additional materials, please call the Stock Information Center at (360) XXX-XXXX
or stop by the Stock Information Center at 624 Simpson Avenue in Hoquiam.
The shares of common stock being offered 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 governmental
agency. This is not an offer to sell or a solicitation of an offer to buy common
stock. The offer is made only by the Prospectus.
================================================================================
<PAGE>
================================================================================
PROXY GRAM
We recently forwarded to you a proxy statement and related materials regarding a
proposal to convert Timberland Savings Bank, SSB from a state chartered mutual
savings bank to a state chartered capital stock savings bank.
Your vote on our Plan of Conversion has not yet been received. Failure to Vote
- -------------------------------------------------------------
has the Same Effect as Voting Against the Plan of Conversion.
Your vote is important to us, and we, therefore, are requesting that you sign
the enclosed proxy card and return it promptly in the enclosed postage-paid
envelope.
Voting for the Plan of Conversion does not obligate you to purchase stock or
affect the terms or insurance on your accounts.
The Board of Directors unanimously recommend you vote "FOR" the Plan of
- -----------------------------------------------------------------------
Conversion.
- ----------
TIMBERLAND SAVINGS BANK, SSB
Hoquiam, Washington
Clarence E. Hamre
Chairman, President, and Chief Executive Officer
If you mailed the proxy, please accept our thanks and disregard this request.
- ----------------------------------------------------------------------------
For further information call (360) XXX-XXXX.
- -------------------------------------------
The shares of common stock offered in the Conversion 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
governmental agency. This is not an offer to sell or a solicitation of an offer
to buy common stock. The offer is made only by the Prospectus.
================================================================================
<PAGE>
Exhibit 99.3
[LETTERHEAD OF RP FINANCIAL, L.C. APPEARS HERE]
May 28, 1997
Mr. Clarence E. Hamre
Chairman, President and Chief Excecutive Officer
Timberland Savings Bank, SSB
624 Simpson Avenue
Hoquiam, Washington 98550-0697
Dear Mr. Hamre:
This letter sets forth the agreement between. Timberland Savings Bank SSB,
Hoquiam, Washington ("Timberland Savings" or the "Bank"), and RP Financial, L.C.
("RP Financial") for certain conversion appraisal services pertaining to the
Bank's mutual-to-stock conversion and simultaneous holding company formation.
The specific appraisal services to be rendered by RP Financial are described
below. These appraisal services will be rendered by a team of one to two senior
consultants on staff and will be directed by the undersigned.
Description of Conversion Appraisal Services
- --------------------------------------------
Prior to preparing the valuation report, RP Financial will conduct a
financial due diligence, including on-site interviews of senior management and
reviews of financial and other documents and records, to gain insight into the
Bank's operations, financial condition, profitability, market area, risks and
various internal and external factors which impact the pro forma value of the
Bank. RP Financial will prepare a written detailed valuation report of
Timberland Savings which will be fully consistent with applicable regulatory
guidelines and standard pro forma valuation practices. The appraisal report will
include an in-depth analysis of the Bank's financial condition and operating
results, as well as an assessment of the Bank's interest rate risk, credit risk
and liquidity risk. The appraisal report will describe the Bank's business
strategies, market area, prospectus for the future and the intended use of
proceeds both in the short term and over the longer term. A peer group analysis
relative to publicly-traded savings institutions will be conducted for the
purpose of determining appropriate valuation adjustments relative to the group.
We will review pertinent sections of the prospectus to obtain necessary data and
information for the appraisal, including the impact of key deal elements on the
appraised value, such as dividend policy, use of proceeds and reinvestment rate,
tax rate, conversion expenses and characteristics of stock plans. The appraisal
report will establish a midpoint pro forma value as well as the range of value.
The appraisal report may be periodically updated throughout the conversion
process and there will be at least one updated valuation prepared at the time of
the closing of the stock offering.
<PAGE>
RP Financial, LC.
Mr. Clarence E. Hamre
May 28, 1997
Page 2
Timberland Savings at the above address in conjunction with the filing of
the regulatory application. Subsequent updates will be filed promptly as certain
events occur which would warrant the preparation and filing of such valuation
updates. Further, RP Financial agrees to perform such other services as are
necessary or required in connection with the regulatory review of the appraisal
and respond to the regulatory comments, if any, regarding the valuation
appraisal and subsequent updates.
Fee Structure and Payment Schedule
- ----------------------------------
Timberland Savings agrees to pay RP Financial a fixed fee of $20,000 for
these services, plus reimbursable expenses. Payment of these fees shall be made
according to the following schedule:
. $5,000 upon execution of the letter of agreement engaging RP
Financial's appraisal services;
. $12,500 upon delivery of the completed original appraisal report; and
. $2,500 upon completion of the conversion to cover all subsequent
valuation updates that may be required.
The Bank will reimburse RP Financial for out-of-pocket expenses incurred in
preparation of the valuation. Such out-of-pocket expenses will likely include
travel, printing, telephone, facsimile, shipping, computer and data services. RP
Financial will agree to limit reimbursable expenses to a reasonable cap, subject
to written authorization from the Bank to exceed such level.
In the event Timberland Savings shall, for any reason, discontinue the
proposed conversion prior to delivery of the completed documents set forth above
and payment of the respective progress payment fees, Timberland Savings agrees
to compensate RP Financial according to RP Financial's standard billing rates
for consulting services based on accumulated and verifiable time expenses, not
to exceed the respective fee caps noted above, after giving full credit to the
initial retainer fee. RP Financial's standard billing rates range from $75 per
hour for research associates to $250 per hour for managing directors.
If during the course of the proposed transaction, unforeseen events occur
so as to materially change the nature or the work content of the services
described in this contract, the terms of said contract shall be subject to
renegotiation by Timberland Savings and RP Financial. Such unforeseen events
shall include, but not be limited to, major changes in the conversion
regulations, appraisal guidelines or processing procedures as they relate to
conversion appraisals, major changes in management or procedures, operating
policies or philosophies, and excessive delays or suspension of processing of
conversion applications by the regulators such that completion of the conversion
transaction requires the preparation by RP Financial of a new appraisal or
financial projections.
<PAGE>
RP Financial, LC.
Mr. Clarence E. Hamre
May 28, 1997
Page 3
Representations and Warranties
- ------------------------------
Timberland Savings and RP Financial agree to the following:
1. The Bank agrees to make available or to supply to RP Financial such
information with respect to its business and financial condition as RP Financial
may reasonably request in order to provide the aforesaid valuation. Such
information heretofore or hereafter supplied or made available to RP Financial
shall include: annual financial statements, periodic regulatory filings and
material agreements, debt instruments, off balance sheet assets or liabilities,
commitments and contingencies, unrealized gains or losses and corporate books
and records. All information provided by the Bank to RP Financial shall remain
strictly confidential (unless such information is otherwise made available to
the public), and if conversion is not consummated or the services of RP
Financial are terminated hereunder, RP Financial shall upon request promptly
return to the Bank the original and any copies of such information.
2. The Bank hereby represents and warrants to RP Financial that any
information provided to RP Financial does not and will not, to the best of the
Bank's knowledge, at the times it is provided to RP Financial, contain any
untrue statement of a material fact or fail to state a material fact necessary
to make the statements therein not false or misleading in light of the
circumstances under which they were made.
3. (a) The Bank agrees that it will indemnify and hold harmless RP
Financial, any affiliates of RP Financial, the respective directors, officers,
agents and employees of RP Financial or their successors and assigns who act for
or on behalf of RP Financial in connection with the services called for under
this agreement (hereinafter referred to as "RP Financial"), from and against any
and all losses, claims, damages and liabilities (including, but not limited to,
all losses and expenses in connection with claims under the federal securities
laws) attributable to (i) any untrue statement or alleged untrue statement of a
material fact contained in the financial statements or other information
furnished or otherwise provided by the Bank to RP Financial, either orally or in
writing; (ii) the omission or alleged omission of a material fact from the
financial statements or other information furnished or otherwise made available
by the Bank to RP Financial; or (iii) any action or omission to act by the Bank,
or the Bank's respective officers, directors, employees or agents which action
or omission is willful or negligent. The Bank will be under no obligation to
indemnify RP Financial hereunder if a court determines that RP Financial was
negligent or acted in bad faith with respect to any actions or omissions of RP
Financial related to a matter for which indemnification is sought hereunder. Any
time devoted by employees of RP Financial to situations for which
indemnification is provided hereunder, shall be an indemnifiable cost payable by
the Bank at the normal hourly professional rate chargeable by such employee.
(b) RP Financial shall give written notice to the Bank of such claim
or facts within thirty days of the assertion of any claim or discovery of
material facts upon which the RP Financial intends to base a claim for
indemnification hereunder. In the event the Bank elects, within seven days of
the receipt of the original notice thereof, to contest such claim by written
notice to RP Financial, RP
<PAGE>
RP Financial, L.C.
Mr. Clarence E. Hamre
May 28, 1997
Page 4
Financial will be entitled to be paid any amounts payable by the Bank hereunder,
together with interest on such costs from the date incurred at the annual rate
of prime plus two percent within five days after the final determination of such
contest either by written acknowledgement of the Bank or a final judgment of a
court of competent jurisdiction. If the Bank does not so elect, RP Financial
shall be paid promptly and in any event within thirty days after receipt by the
Bank of the notice of the claim.
(c) The Bank shall pay for or reimburse the reasonable expenses,
including attorneys' fees, incurred by RP Financial in advance of the final
disposition of any proceeding within thirty days of the receipt of such request
if RP Financial furnishes the Bank: (1) a written statement of RP Financial's
good faith belief that it is entitled to indemnification hereunder, and (2) a
written undertaking to repay the advance if it ultimately is determined in a
final adjudication of such proceeding that it or be is not entitled to such
indemnification.
(d) In the event the Bank does not pay any indemnified loss or make
advance reimbursements of expenses in accordance with the terms of this
agreement, RP Financial shall have all remedies available at law or in equity to
enforce such obligation.
It is understood that, in connection with RP Financial's above-mentioned
engagement, RP Financial may also be engaged to act for the Bank in one or more
additional capacities, and that the terms of the original engagement may be
embodied in one or more separate agreements. The provisions of Paragraph 3
herein shall apply to the original engagement, any such additional engagement,
any modification of the original engagement or such additional engagement and
shall remain in full force and effect following the completion or termination of
RP Financial's engagement(s). This agreement constitutes the entire
understanding of the Bank and RP Financial concerning the subject matter
addressed herein, and such contract shall be governed and construed in
accordance with the laws of the Commonwealth of Virginia. This agreement may not
be modified, supplemented or amended except by written agreement executed by
both parties.
Timberland Savings and RP Financial are not affiliated, and neither
Timberland Savings nor RP Financial has an economic interest in, or is held in
common with, the other and has not derived a significant portion of its gross
revenues, receipts or net income for any period from transactions with the
other.
<PAGE>
RP Financial, LC.
Mr. Clarence F. Hamre
May 28, 1997
Page 5
* * * * * * * * * * *
Please acknowledge your agreement to the foregoing by signing as indicated
below and returning to RP Financial a signed copy of this letter, together with
the initial retainer fee of $5,000.
Sincerely,
Ronald S. Riggins
Ronald S. Riggins
President and Managing Director
Agreed To and Accepted by: Clarence E. Hamre Clarence E. Hamre
-------------------------------
Chairman, President and Chief Executive Officer
Upon Authorization by the Board of Directors For: Timberland Savings Bank, SSB
Hoquiam, Washington
Date Executed: 6/12/97
---------------------
<PAGE>
Exhibit 99.5
TIMBERLAND SAVINGS BANK, SSB
624 SIMPSON AVENUE
HOQUIAM, WASHINGTON 98550
(360) 533-4747
NOTICE OF SPECIAL MEETING OF MEMBERS
TO BE HELD ON ____________ __, 1997
Notice is hereby given that a special meeting of members ("Special
Meeting") of Timberland Savings Bank, SSB ("Savings Bank") will be held at the
Savings Bank's office at 624 Simpson Avenue, Hoquiam, Washington, on ________,
_____________ __, 1997, at _:__ p.m., Pacific Time. Business to be taken up at
the Special Meeting shall be:
(1) To consider and vote upon an Amended Plan of Conversion ("Plan of
Conversion") pursuant to which (i) the Savings Bank will convert from a
Washington-chartered mutual savings bank to a Washington-chartered capital stock
savings bank, and in connection therewith will adopt an Amended Articles of
Incorporation and Bylaws, (ii) the Savings Bank will sell its capital stock to
Timberland Bancorp, Inc. ("Holding Company"), a Washington corporation, and
become the wholly-owned subsidiary of the Holding Company and (iii) the Holding
Company will offer and sell shares of its common stock in a subscription
offering and, if necessary, in a community offering and, if necessary, in a
syndicated community offering (collectively, the "Conversion"), all as more
specifically set forth in the Plan of Conversion; and
(2) To consider and vote upon any other matters that may lawfully come
before the Special Meeting.
Note: As of the date of mailing of this Notice, the Board of Directors is
not aware of any other matters that may come before the Special
Meeting.
The members entitled to vote at the Special Meeting and any adjournments
thereof shall be those members of the Savings Bank as of the close of business
on ___________ __, 1997.
BY ORDER OF THE BOARD OF DIRECTORS
MICHAEL R. SAND
SECRETARY
Hoquiam, Washington
_________ __, 1997
PLEASE SIGN AND RETURN PROMPTLY EACH PROXY CARD YOU RECEIVE IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. THIS WILL ASSURE NECESSARY REPRESENTATION AT THE SPECIAL
MEETING, BUT WILL NOT PREVENT YOU FROM VOTING IN PERSON IF YOU SO DESIRE. THE
PROXY IS SOLICITED ONLY FOR THIS SPECIAL MEETING (AND ANY ADJOURNMENTS THEREOF)
AND WILL NOT BE USED FOR ANY OTHER MEETING. YOU MAY REVOKE YOUR WRITTEN PROXY
BY WRITTEN INSTRUMENT DELIVERED TO MICHAEL R. SAND, SECRETARY, TIMBERLAND
SAVINGS BANK, SSB, AT THE ABOVE ADDRESS AT ANY TIME PRIOR TO OR AT THE SPECIAL
MEETING.
<PAGE>
TIMBERLAND SAVINGS BANK, SSB
624 SIMPSON AVENUE
HOQUIAM, WASHINGTON 98550
(360) 533-4747
PROXY STATEMENT
_________ __, 1997
YOUR PROXY, IN THE FORM ENCLOSED, IS SOLICITED BY THE BOARD OF DIRECTORS OF
TIMBERLAND SAVINGS BANK, SSB FOR USE AT A SPECIAL MEETING OF MEMBERS TO BE HELD
ON ____________, _____________ __, 1997, AND ANY ADJOURNMENT OF THAT MEETING,
FOR THE PURPOSES SET FORTH IN THE FOREGOING NOTICE OF SPECIAL MEETING. YOUR
BOARD OF DIRECTORS AND MANAGEMENT URGE YOU TO VOTE FOR THE PLAN OF CONVERSION.
PURPOSE OF MEETING -- SUMMARY
A special meeting of members ("Special Meeting") of Timberland Savings
Bank, SSB ("Savings Bank") will be held at the Savings Bank's office at 624
Simpson Avenue, Hoquiam, Washington, on ________, _______ __, 1997, at _:__
p.m., Pacific Time, for the purpose of considering and voting upon an Amended
Plan of Conversion ("Plan of Conversion"), which provides for the conversion of
the Savings Bank from a Washington-chartered mutual savings bank to a
Washington-chartered capital stock savings bank and the formation of a Holding
Company, which, if approved by a majority of the total votes of the members
eligible to be cast at the Special Meeting or any adjournments thereof, will
permit the Savings Bank to convert from a Washington-chartered mutual savings
bank to a Washington-chartered capital stock savings bank, to be held as a
subsidiary of Timberland Bancorp, Inc. ("Holding Company"), a newly organized
Washington corporation formed by the Savings Bank. The conversion of the
Savings Bank and the acquisition of control of the Savings Bank by the Holding
Company are collectively referred to herein as the "Conversion."
Members entitled to vote on the Plan of Conversion are members of the
Savings Bank as of _________ __, 1997. The Conversion requires the approval of
not less than a majority of the total votes eligible to be cast at the Special
Meeting.
The Plan of Conversion provides in part that, after receiving final
authorization from the Washington Department of Financial Institutions, Division
of Banks ("Division") and the non-objection of the Federal Deposit Insurance
Corporation ("FDIC"), the Savings Bank will offer for sale shares of common
stock of the Holding Company ("Common Stock"), through the issuance of
nontransferable subscription rights ("Subscription Rights"), first to depositors
with $50.00 or more on deposit at the Savings Bank as of December 31, 1995
("Eligible Account Holders"), then to the Savings Bank's employee stock
ownership plan ("ESOP"), a tax-qualified employee benefit plan, then to
depositors with $50.00 or more on deposit at the Savings Bank as of ________ __,
1997 ("Supplemental Eligible Account Holders"), and then to depositors and
borrowers of the Savings Bank as of ________ __, 1997 ("Other Members"), in a
subscription offering ("Subscription Offering"), and concurrently, but subject
to the prior rights of holders of Subscription Rights, to certain members of the
general public in a direct community offering ("Direct Community Offering").
The Subscription and Direct Community Offerings are referred to herein as the
"Subscription and Direct Community Offering." It is anticipated that shares of
Common Stock not subscribed for in the Subscription and Direct Community
Offering will be offered to the general public with the assistance of Charles
Webb & Company ("Webb"), a division of Keefe, Bruyette & Woods, Inc. ("Keefe,
Bruyette") and, if necessary, a selling group of broker-dealers managed by Webb
in a syndicated community offering ("Syndicated Community Offering"). The
Subscription, Direct Community and Syndicated Community Offerings are referred
to herein as the "Offerings."
Adoption of an Amended Articles of Incorporation and Bylaws of the Savings
Bank is an integral part of the Plan of Conversion. Copies of the Plan of
Conversion and the proposed Amended Articles of Incorporation and
<PAGE>
the Bylaws for the Savings Bank are attached to this Proxy Statement as
exhibits. They provide, among other things, for the termination of voting rights
of members and their rights to receive any surplus remaining after liquidation
of the Savings Bank. These rights, except for the rights of Eligible Account
Holders and Supplemental Eligible Account Holders in the liquidation account,
will vest exclusively in the holders of the stock in the Savings Bank. See "THE
CONVERSION -- Effects of Conversion to Stock Form on Depositors and Borrowers of
the Savings Bank."
The Common Stock is being offered by the Holding Company at a fixed price
of $10.00 per share ("Purchase Price"). The Purchase Price was established by
the Savings Bank's Board of Directors based on an independent appraisal prepared
by RP Financial LP. ("RP Financial") as of April 10, 1996, which states that the
estimated aggregate pro forma market value of the Holding Company and the
Savings Bank ranged from $42.5 million to $57.5 million, or 4,250,000 and
5,750,000 shares of Common Stock, with a mid point of $50.0 million, or
5,000,000 shares of Common Stock. See "THE CONVERSION -- Stock Pricing and
Number of Shares to be Issued" contained in the Prospectus.
TIMBERLAND SAVINGS BANK, SSB
The Savings Bank was established in 1915 as "Southwest Washington Savings
and Loan Association." In 1935, the Savings Bank converted from a state-
chartered mutual savings and loan association to a federally chartered mutual
savings and loan association, and in 1972, changed its the name to "Timberland
Federal Savings and Loan Association." In 1990, the Savings Bank converted to a
federally-chartered mutual savings bank under the name "Timberland Savings Bank,
FSB." In 1991, the Savings Bank converted to a Washington-chartered mutual
savings bank and adopted its current name. The Savings Bank's deposits are
insured by the FDIC up to applicable legal limits under the SAIF. The Savings
Bank has been a member of the Federal Home Loan Bank ("FHLB") system since 1937.
The Savings Bank is regulated by the Division and the FDIC. At June 30, 1997,
the Savings Bank had total assets of $206.2 million, total deposit accounts of
$167.1 million, and total capital of $23.9 million, on a consolidated basis.
The Savings Bank is a community oriented savings bank which has
traditionally offered a variety of savings products to its retail customers
while concentrating its lending activities on real estate mortgage loans.
Lending activities have been focused primarily on the origination of loans
secured by one- to four-family residential dwellings, including an emphasis on
construction and land development loans, as well as the origination of multi-
family and commercial real estate loans. The Savings Bank actively originates
adjustable rate residential mortgage loans to "subprime" borrowers who do not
qualify for conventional residential mortgage loans under Federal Home Loan
Mortgage Corporation guidelines. At June 30, 1997, the Savings Bank's gross loan
portfolio totaled $204.6 million, of which $102.0 million, or 49.8%, were one-
to four-family residential mortgage loans, $42.9 million, or 21.0%, were
construction and land development loans (the majority of which related to one-to
four-family residences), and $41.5 million, or 20.3%, were multi-family or
commercial real estate loans. Construction and commercial real estate loans
generally involve a greater risk of loss than one- to- four family mortgage
loans. See "RISK FACTORS --Certain Lending Risks" contained in the Prospectus.
The Savings Bank also invests in short- to- intermediate term U.S. Treasury
securities and U.S. Government agency obligations and mortgage-backed securities
issued by U.S. Government agencies. At June 30, 1997, the Savings Bank's
investment and mortgage-backed securities portfolio had a carrying value of $5.7
million. See "BUSINESS OF THE SAVINGS BANK -- Investment Securities" contained
in the Prospectus.
Deposits have been the primary source of funds for the Savings Bank's
investment and lending activities. The Savings Bank plans to continue to fund
its operations primarily with deposits, although advances from the FHLB-Seattle
have been used as a supplemental source of funds. See "BUSINESS OF THE SAVINGS
BANK -- Deposits and Other Sources of Funds" contained in the Prospectus.
2
<PAGE>
The Savings Bank conducts its operations from its main office, seven branch
offices and a loan production office located in Western Washington State. See
"BUSINESS OF THE SAVINGS BANK -- Properties" contained in the Prospectus. The
Savings Bank's main office is located at 624 Simpson Avenue, Hoquiam,
Washington, 98550 and its telephone number is (360) 533-4747.
VOTING RIGHTS AND VOTE REQUIRED FOR APPROVAL
The Board of Directors of the Savings Bank has fixed the close of business
on _________ __, 1997, as the record date ("Voting Record Date") for the
determination of members entitled to notice of and to vote at the Special
Meeting. All holders of the Savings Bank's savings or other authorized accounts
are members of the Savings Bank under its current Certificate of Incorporation.
All members of record as of the close of business on the Voting Record Date will
be entitled to vote at the Special Meeting or any adjournment thereof.
Each eligible depositor member will be entitled at the Special Meeting to
cast one vote for each $100, or fraction thereof, of the aggregate withdrawal
value of all of his or her savings accounts in the Savings Bank as of the Voting
Record Date. Borrowers with loans outstanding as of the Voting Record Date will
be entitled to cast one vote in addition to the number of votes he or she may be
entitled to as a depositor. No member is entitled to cast more than 1,000
votes. Twenty-five members present in person or by proxy at the Special Meeting
will constitute a quorum for the transaction of business.
Approval of the Plan of Conversion will require the affirmative vote of a
majority of the total outstanding votes of the Savings Bank's members eligible
to be cast at the Special Meeting. As of the Voting Record Date for the Special
Meeting, there were approximately _______ votes eligible to be cast, of which
______ votes constitutes a majority.
PROXIES
Members may vote at the Special Meeting or any adjournment thereof in
person or by proxy. Enclosed is a proxy which may be used by any member to vote
on the Plan of Conversion. All properly executed proxies received by management
will be voted in accordance with the instructions indicated thereon by the
members giving such proxies. If no instructions are given, such proxies will be
voted in favor of the Plan of Conversion. If any other matters are properly
presented at the Special Meeting and may properly be voted on, all proxies will
be voted on such matters in accordance with the best judgment of the proxy
holders named therein. If the enclosed proxy is returned, it may be revoked at
any time before it is voted by written notice to the Secretary of the Savings
Bank, by submitting a later dated proxy, or by attending and voting in person at
the Special Meeting. The proxies being solicited are only for use at the
Special Meeting and at any and all adjournments thereof and will not be used for
any other meeting. Management is not aware of any other business to be
presented at the Special Meeting.
To the extent necessary to permit approval of the Plan of Conversion,
proxies may be solicited by officers, directors or regular employees of the
Savings Bank, in person, by telephone or through other forms of communication
and, if necessary, the Special Meeting may be adjourned to an alternative date.
Such persons will be reimbursed by the Savings Bank for their reasonable out-of-
pocket expenses incurred in connection with such solicitation.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS OF THE SAVINGS BANK UNANIMOUSLY RECOMMENDS THAT YOU
VOTE FOR THE PLAN OF CONVERSION. VOTING IN FAVOR OF THE PLAN OF CONVERSION WILL
NOT OBLIGATE ANY VOTER TO PURCHASE ANY STOCK. VOTING AGAINST THE PLAN OF
CONVERSION DOES NOT PRECLUDE ANY VOTER FROM PURCHASING STOCK.
3
<PAGE>
THE CONVERSION
THE BOARD OF DIRECTORS HAS ADOPTED AND THE DIVISION HAS GIVEN APPROVAL TO
THE PLAN OF CONVERSION SUBJECT TO ITS APPROVAL BY THE MEMBERS OF THE SAVINGS
BANK ENTITLED TO VOTE ON THE MATTER AND SUBJECT TO THE SATISFACTION OF CERTAIN
OTHER CONDITIONS IMPOSED BY THE DIVISION IN ITS APPROVAL. APPROVAL BY THE
DIVISION DOES NOT CONSTITUTE A RECOMMENDATION OR ENDORSEMENT OF THE PLAN BY THE
DIVISION.
CONSUMMATION OF THE CONVERSION IS CONTINGENT ALSO UPON RECEIPT OF THE
APPROVALS OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM AND THE
DIVISION FOR THE HOLDING COMPANY TO ACQUIRE THE SAVINGS BANK. CONSUMMATION OF
THE CONVERSION IS ALSO CONTINGENT UPON RECEIPT FROM THE FDIC OF A FINAL NON-
OBJECTION LETTER WITH RESPECT TO THE TRANSACTION.
GENERAL
On July 10, 1997, the Board of Directors of the Savings Bank unanimously
adopted and on September 11, 1997, unanimously amended, the Plan of Conversion,
pursuant to which the Savings Bank will be converted from a Washington-chartered
mutual savings bank to a Washington-chartered stock savings bank to be held as a
wholly-owned subsidiary of the Holding Company, a newly formed Washington
corporation.
The following discussion of the Plan of Conversion is qualified in its
entirety by reference to the Plan of Conversion, which is attached as Exhibit A
to the Savings Bank's Proxy Statement and is available from the Savings Bank
upon request. By letter dated __________ __, 1997, the Division has approved the
Plan of Conversion, subject to its approval by the members of the Savings Bank
entitled to vote on the matter at a special meeting called for that purpose to
be held on __________ __, 1997, and subject to the satisfaction of certain other
conditions imposed by the Division in its approval. Consummation of the
Conversion is contingent also upon receipt of the approvals of the Federal
Reserve and the Division for the Holding Company to acquire the Savings Bank.
Finally, consummation of the Conversion is contingent upon receipt from the FDIC
of a final non-objection letter with respect to the transaction.
If the Board of Directors of the Savings Bank decides for any reason, such
as possible delays resulting from overlapping regulatory processing or policies
or conditions which could adversely affect the Savings Bank's or the Holding
Company's ability to consummate the Conversion and transact its business as
contemplated herein and in accordance with the Savings Bank's operating
policies, at any time prior to the issuance of the Common Stock, not to use the
holding company form of organization in implementing the Conversion, the Plan of
Conversion will be amended to not use the holding company form of organization
in the Conversion. In the event that such a decision is made, the Savings Bank
will promptly refund all subscriptions or orders received together with accrued
interest, withdraw the Holding Company's Registration Statement from the SEC and
will take all steps necessary to complete the Conversion and proceed with a new
offering without the Holding Company, including filing any necessary documents
with the Division. In such event, and provided there is no regulatory action,
directive or other consideration upon which basis the Savings Bank determines
not to complete the Conversion, the Savings Bank will issue and sell the common
stock of the Savings Bank. There can be no assurance that the Division would
approve the Conversion if the Savings Bank decided to proceed without the
Holding Company. The following description of the Plan of Conversion assumes
that a holding company form of organization will be utilized in the Conversion.
In the event that a holding company form of organization is not utilized, all
other pertinent terms of the Plan of Conversion as described below will apply to
the Conversion of the Savings Bank from mutual to stock form of organization and
the sale of the Savings Bank's common stock.
The Conversion will be accomplished through adoption of Amended Articles of
Incorporation and Bylaws to authorize the issuance of capital stock by the
Savings Bank. Under the Plan of Conversion, 4,250,000 to
4
<PAGE>
5,750,000 shares of Common Stock are being offered for sale by the Holding
Company at the Purchase Price of $10.00 per share. As part of the Conversion,
the Savings Bank will issue all of its newly issued common stock (1,000 shares)
to the Holding Company in exchange for 50% of the net proceeds from the sale of
Common Stock by the Holding Company.
The Plan of Conversion provides generally that (i) the Savings Bank will
convert from a Washington-chartered mutual savings bank to a Washington-
chartered stock savings bank; (ii) the Common Stock will be offered by the
Holding Company in the Subscription Offering to persons having Subscription
Rights and in the Direct Community Offering to certain members of the general
public, with preference given to natural persons and trusts of natural persons
residing in the Local Community; (iii) if necessary, shares of Common Stock not
subscribed for in the Subscription and Direct Community Offering will be offered
to certain members of the general public in a Syndicated Community Offering
through a syndicate of registered broker-dealers pursuant to selected dealers
agreements; and (iv) the Holding Company will purchase all of the capital stock
of the Savings Bank to be issued in connection with the Conversion. The
Conversion will be effected only upon completion of the sale of at least $42.5
million of Common Stock to be issued pursuant to the Plan of Conversion.
As part of the Conversion, the Holding Company is making a Subscription
Offering of its Common Stock to holders of Subscription Rights in the following
order of priority: (i) Eligible Account Holders (depositors with $50.00 or more
on deposit as of December 31, 1995); (ii) the Savings Bank's ESOP; (iii)
Supplemental Eligible Account Holders (depositors with $50.00 or more on deposit
as of __________ __, 1997); and (iv) Other Members (depositors and borrowers of
the Savings Bank as of ________ __, 1997). Concurrent with the Subscription
Offering and subject to the prior rights of holders of Subscription Rights, the
Holding Company is offering the Common Stock for sale to certain members of the
general public through a Direct Community Offering.
Shares of Common Stock not subscribed in the Subscription and Direct
Community Offering may be offered for sale in the Syndicated Community Offering.
Regulations require that the Syndicated Community Offering be completed within
45 days after completion of the Subscription Offering unless extended by the
Savings Bank or the Holding Company with the approval of the regulatory
authorities. If the Syndicated Community Offering is determined not to be
feasible, the Board of Directors of the Savings Bank will consult with the
regulatory authorities to determine an appropriate alternative method for
selling the unsubscribed shares of Common Stock. The Plan of Conversion provides
that the Conversion must be completed within 24 months after the date of the
approval of the Plan of Conversion by the members of the Savings Bank.
No sales of Common Stock may be completed, either in the Subscription,
Direct Community or Syndicated Community Offerings, unless the Plan of
Conversion is approved by the members of the Savings Bank.
The completion of the Offerings, however, is subject to market conditions
and other factors beyond the Savings Bank's control. No assurance can be given
as to the length of time after approval of the Plan of Conversion at the special
meeting that will be required to complete the Director Community or the
Syndicated Community Offerings or other sale of the Common Stock. If delays are
experienced, significant changes may occur in the estimated pro forma market
value of the Holding Company and the Savings Bank, as converted, together with
corresponding changes in the net proceeds realized by the Holding Company from
the sale of the Common Stock. In the event the Conversion is terminated, the
Savings Bank would be required to charge all Conversion expenses against current
income.
Orders for shares of Common Stock will not be filled until at least
4,250,000 shares of Common Stock have been subscribed for or sold and the
Division approves and the FDIC does not object to the final valuation and the
Conversion closes. If the Conversion is not completed by _________ __, 1997 (45
days after the last day of the Subscription Offering) and the Division consents
to an extension of time to complete the Conversion, subscribers will be given
the right to increase, decrease or rescind their subscriptions. Unless an
affirmative indication is received from subscribers that they wish to continue
to subscribe for shares, the funds will be returned promptly, together with
accrued interest at the Savings Bank's passbook rate (__% per annum as of the
date hereof) from the
5
<PAGE>
date payment is received until the funds are returned to the subscriber. If
such period is not extended, or in any event, if the conversion is completed,
all withdrawal authorizations will be terminated and all funds held will be
promptly returned together with accrued interest at the Savings Bank's passbook
rate from the date payment is received until the Conversion is terminated.
Purposes of Conversion
The Board of Directors and management believe that the Conversion is in the
best interests of the Savings Bank, its members and the communities it serves.
The Savings Bank's Board of Directors has formed the Holding Company to serve as
a holding company, with the Savings Bank as its subsidiary, upon the
consummation of the Conversion. By converting to the stock form of organization,
the Holding Company and the Savings Bank will be structured in the form used by
holding companies of commercial banks and by a growing number of savings
institutions. Management of the Savings Bank believes that the Conversion offers
a number of advantages which will be important to the future growth and
performance of the Savings Bank. The capital raised in the Conversion is
intended to support the Savings Bank's current lending and investment activities
and may also support possible future expansion and diversification of
operations, although there are no current specific plans, arrangements or
understandings, written or oral, regarding any such expansion or
diversification. The Conversion is also expected to afford the Savings Bank's
members and others the opportunity to become stockholders of the Holding Company
and participate more directly in, and contribute to, any future growth of the
Holding Company and the Savings Bank. The Conversion will also enable the
Holding Company and the Savings Bank to raise additional capital in the public
equity or debt markets should the need arise, although there are no current
specific plans, arrangements or understandings, written or oral, regarding any
such financing activities.
Effects of Conversion to Stock Form on Depositors and Borrowers of the Savings
Bank
General. Upon the Savings Bank's conversion to stock form, its Articles of
Incorporation will be amended to authorize the issuance of capital stock to
represent the ownership of the Savings Bank, including its net worth. The
capital stock will be separate and apart from deposit accounts and will not be
insured by the FDIC or any other governmental authority. Certificates will be
issued to evidence ownership of the capital stock. All of the outstanding
capital stock of the Savings Bank will be acquired by the Holding Company, which
in turn will issue its Common Stock to purchasers in the Conversion. The stock
certificates issued by the Holding Company will be transferable and, therefore,
subject to applicable law, the stock could be sold or traded if a purchaser is
available with no effect on any deposit account the seller may hold at the
Savings Bank.
Voting Rights. Savings members and borrowers will have no voting rights in
the converted Savings Bank or the Holding Company and therefore will not be able
to elect directors of the Savings Bank or the Holding Company or to control
their affairs. Currently, these rights are accorded to savings members of the
Savings Bank. Subsequent to the Conversion, voting rights will be vested
exclusively in the Holding Company with respect to the Savings Bank and the
holders of the Common Stock as to matters pertaining to the Holding Company.
Each holder of Common Stock shall be entitled to vote on any matter to be
considered by the stockholders of the Holding Company. A stockholder will be
entitled to one vote for each share of Common Stock owned.
Savings Accounts and Loans. The Savings Bank's savings accounts, account
balances and existing FDIC insurance coverage of savings accounts will not be
affected by the Conversion. Furthermore, the Conversion will not affect the
loan accounts, loan balances or obligations of borrowers under their individual
contractual arrangements with the Savings Bank.
Tax Effects. The Savings Bank has received an opinion from Breyer &
Aguggia, Washington, D.C., that the Conversion will constitute a nontaxable
reorganization under Section 368(a)(1)(F) of the Code. Among other things, the
opinion states that: (i) no gain or loss will be recognized to the Savings Bank
in its mutual or stock form by reason of its Conversion; (ii) no gain or loss
will be recognized to its account holders upon the issuance to them of accounts
in the Savings Bank immediately after the Conversion, in the same dollar amounts
and on the same terms
6
<PAGE>
and conditions as their accounts at the Savings Bank in its mutual form plus
interest in the liquidation account; (iii) the tax basis of account holders'
accounts in the Savings Bank immediately after the Conversion will be the same
as the tax basis of their accounts immediately prior to Conversion; (iv) the tax
basis of each account holder's interest in the liquidation account will be zero;
(v) the tax basis of the Common Stock purchased in the Conversion will be the
amount paid and the holding period for such stock will commence at the date of
purchase; and (vi) no gain or loss will be recognized to account holders upon
the receipt or exercise of Subscription Rights in the Conversion, except to the
extent Subscription Rights are deemed to have value as discussed below. Unlike
a private letter ruling issued by the IRS, an opinion of counsel is not binding
on the IRS and the IRS could disagree with the conclusions reached therein. In
the event of such disagreement, no assurance can be given that the conclusions
reached in an opinion of counsel would be sustained by a court if contested by
the IRS.
Based upon past rulings issued by the IRS, the opinion provides that the
receipt of Subscription Rights by Eligible Account Holders, Supplemental
Eligible Account Holders and Other Members under the Plan of Conversion will be
taxable to the extent, if any, that the Subscription Rights are deemed to have a
fair market value. RP Financial, a financial consulting firm retained by the
Savings Bank, whose findings are not binding on the IRS, has indicated that the
Subscription Rights do not have any value, based on the fact that such rights
are acquired by the recipients without cost, are nontransferable and of short
duration and afford the recipients the right only to purchase shares of the
Common Stock at a price equal to its estimated fair market value, which will be
the same price paid by purchasers in the Direct Community Offering for
unsubscribed shares of Common Stock. If the Subscription Rights are deemed to
have a fair market value, the receipt of such rights may only be taxable to
those Eligible Account Holders, Supplemental Eligible Account Holders and Other
Members who exercise their Subscription Rights. The Savings Bank could also
recognize a gain on the distribution of such Subscription Rights. Eligible
Account Holders, Supplemental Eligible Account Holders and Other Members are
encouraged to consult with their own tax advisers as to the tax consequences in
the event the Subscription Rights are deemed to have a fair market value.
The Savings Bank has also received an opinion from Dwyer, Pemberton &
Coulson, P.C., Tacoma, Washington, that, assuming the Conversion does not result
in any federal income tax liability to the Savings Bank, its account holders, or
the Holding Company, implementation of the Plan of Conversion will not result in
any Washington income tax liability to such entities or persons.
The opinions of Breyer & Aguggia and Dwyer, Pemberton & Coulson, P.C. and
the letter from RP Financial are filed as exhibits to the Registration
Statement. See "ADDITIONAL INFORMATION."
PROSPECTIVE INVESTORS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS
REGARDING THE TAX CONSEQUENCES OF THE CONVERSION PARTICULAR TO THEM.
Liquidation Account. In the unlikely event of a complete liquidation of
the Savings Bank in its present mutual form, each depositor in the Savings Bank
would receive a pro rata share of any assets of the Savings Bank remaining after
payment of claims of all creditors (including the claims of all depositors up to
the withdrawal value of their accounts). Each depositor's pro rata share of
such remaining assets would be in the same proportion as the value of his
deposit account to the total value of all deposit accounts in the Savings Bank
at the time of liquidation.
After the Conversion, holders of withdrawable deposit(s) in the Savings
Bank, including certificates of deposit ("Savings Account(s)"), shall not be
entitled to share in any residual assets in the event of liquidation of the
Savings Bank. However, the Savings Bank shall, at the time of the Conversion,
establish a liquidation account in an amount equal to its total equity as of the
date of the latest statement of financial condition contained herein.
The liquidation account shall be maintained by the Savings Bank subsequent
to the Conversion for the benefit of Eligible Account Holders and Supplemental
Eligible Account Holders who retain their Savings Accounts in the Savings Bank.
Each Eligible Account Holder and Supplemental Eligible Account Holder shall,
with respect to each Savings Account held, have a related inchoate interest in a
portion of the liquidation account balance ("subaccount").
7
<PAGE>
The initial subaccount balance for a Savings Account held by an Eligible
Account Holder or a Supplemental Eligible Account Holder shall be determined by
multiplying the opening balance in the liquidation account by a fraction of
which the numerator is the amount of such holder's "qualifying deposit" in the
Savings Account and the denominator is the total amount of the "qualifying
deposits" of all such holders. Such initial subaccount balance shall not be
increased, and it shall be subject to downward adjustment as provided below.
If the deposit balance in any Savings Account of an Eligible Account Holder
or Supplemental Eligible Account Holder at the close of business on any annual
closing day of the Savings Bank subsequent to December 31, 1995 or _____ __,
1997 is less than the lesser of (i) the deposit balance in such Savings Account
at the close of business on any other annual closing date subsequent to December
31, 1995 or _____ __, 1997 or (ii) the amount of the "qualifying deposit" in
such Savings Account on December 31, 1995 or ______ __, 1997, then the
subaccount balance for such Savings Account shall be adjusted by reducing such
subaccount balance in an amount proportionate to the reduction in such deposit
balance. In the event of a downward adjustment, such subaccount balance shall
not be subsequently increased, notwithstanding any increase in the deposit
balance of the related Savings Account. If any such Savings Account is closed,
the related subaccount balance shall be reduced to zero.
In the event of a complete liquidation of the Savings Bank (and only in
such event) each Eligible Account Holder and Supplemental Eligible Account
Holder shall be entitled to receive a liquidation distribution from the
liquidation account in the amount of the then current adjusted subaccount
balance(s) for Savings Account(s) then held by such holder before any
liquidation distribution may be made to stockholders. No merger, consolidation,
bulk purchase of assets with assumptions of Savings Accounts and other
liabilities or similar transactions with another federally insured institution
in which the Savings Bank is not the surviving institution shall be considered
to be a complete liquidation. In any such transaction the liquidation account
shall be assumed by the surviving institution.
In the unlikely event the Savings Bank is liquidated after the Conversion,
depositors will be entitled to full payment of their deposit accounts before any
payment is made to the Holding Company as the sole stockholder of the Savings
Bank.
ADDITIONAL INFORMATION
The Holding Company has filed with the SEC a Registration Statement on Form
S-1 (File No. 333-_____) under the Securities Act with respect to the Common
Stock offered in the Conversion. This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the SEC. Such
information may be inspected at the public reference facilities maintained by
the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549; 500 West
Madison Street, Suite 1400, Room 1100, Chicago, Illinois 60661; and 75 Park
Place, New York, New York 10007. Copies may be obtained at prescribed rates
from the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Registration Statement is also available through
the SEC's World Wide Web site on the Internet (www.sec.gov)
The Savings Bank has filed with the Division an Application to Convert a
Mutual Savings Bank to a Stock Owned Savings Bank. Pursuant to the Washington
conversion regulations, this Prospectus omits certain information contained in
such Application. The Application, which contains a copy of RP Financial's
appraisal report, may be inspected at the office of the Division, Department of
Financial Institutions, General Administration Building, 3rd Floor, Room 300,
210 11th Avenue, Olympia, Washington 98504. The Savings Bank has also filed a
copy of such Application with the FDIC. Copies of the Plan of Conversion, which
includes a copy of the Savings Bank's proposed Amended Articles of Incorporation
and Stock Bylaws, and copies of the Holding Company's Articles of Incorporation
and Bylaws are available for inspection at the Savings Bank's office and may be
obtained by writing to the Savings Bank at 624 Simpson Avenue, Hoquiam,
Washington 98550; Attention: Clarence E. Hamre, Chief Executive Officer, or by
telephoning the Savings Bank at (360) 533-4747. A copy of RP Financial's
independent appraisal report is also available for inspection at the Savings
Bank.
8
<PAGE>
All persons eligible to vote at the Special Meeting should review both this
Proxy Statement and the accompanying Prospectus carefully. However, no person
is obligated to purchase any Common Stock. For additional information, you may
call the Stock Information Center at (360) ___-____. If you are out of the
area, please call collect.
BY ORDER OF THE BOARD OF DIRECTORS
MICHAEL R. SAND
SECRETARY
Hoquiam, Washington
_________ __, 1997
YOUR BOARD OF DIRECTORS URGES YOU TO CONSIDER CAREFULLY THE INFORMATION
CONTAINED IN THIS PROXY STATEMENT AND, WHETHER OR NOT YOU PLAN TO BE PRESENT IN
PERSON AT THE SPECIAL MEETING, TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED
PROXY CARD(S) AS SOON AS POSSIBLE TO ASSURE THAT YOUR VOTES WILL BE COUNTED.
THIS WILL NOT PREVENT YOU FROM VOTING IN PERSON IF YOU ATTEND THE SPECIAL
MEETING. YOU MAY REVOKE YOUR PROXY BY WRITTEN INSTRUMENT DELIVERED TO THE
SECRETARY OF THE SAVINGS BANK AT ANY TIME PRIOR TO OR AT THE SPECIAL MEETING OR
BY ATTENDING THE SPECIAL MEETING AND VOTING IN PERSON.
THIS PROXY STATEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS IN THOSE
JURISDICTIONS WHERE IT IS LAWFUL TO MAKE SUCH OFFER.
9
<PAGE>
EXHIBIT A
TIMBERLAND SAVINGS BANK, SSB
HOQUIAM, WASHINGTON
AMENDED PLAN OF CONVERSION
FROM STATE MUTUAL SAVINGS BANK
TO STATE STOCK SAVINGS BANK
AND FORMATION OF A HOLDING COMPANY
INTRODUCTION
------------
I. General
-------
The Board of Trustees desires to attract new capital to the Savings Bank to
increase its net worth, to support future savings growth, to increase the amount
of funds available for other lending and investment, to provide greater
resources for the expansion of customer services and to facilitate future
expansion by the Savings Bank. In addition, the Board of Trustees intends to
implement stock option plans and other stock benefit plans as part of the
Conversion in order to attract and retain qualified directors and officers. The
Board of Trustees further desires to reorganize the Savings Bank as the wholly
owned subsidiary of a holding company to enhance flexibility of operations,
diversification of business opportunities and financial capability for business
and regulatory purposes and to enable the Savings Bank to compete more
effectively with other financial service organizations. Accordingly, on July
10, 1997, the Board of Trustees of Timberland Savings Bank, SSB ("Savings
Bank"), after careful study and consideration, adopted, and on September 11,
1997 subsequently amended, by unanimous vote this Plan of Conversion ("Plan"),
which provides for the conversion of the Savings Bank from a state chartered
mutual savings bank to a state chartered stock savings bank and the concurrent
formation of a holding company for the Savings Bank ("Holding Company").
All capitalized terms contained in the Plan shall have the meanings
ascribed to them in Section II hereof.
Pursuant to the Plan, shares of Conversion Stock will be offered as part of
the Conversion in a Subscription Offering pursuant to nontransferable
Subscription Rights at a predetermined and uniform price first to the Savings
Bank's Eligible Account Holders, second to the Tax-Qualified Employee Stock
Benefit Plans, third to Supplemental Eligible Account Holders, and fourth to
Other Members of the Savings Bank. Concurrently with the Subscription Offering,
shares not subscribed for in the Subscription Offering will be offered as part
of the Conversion to the general public in a Direct Community Offering. Shares
remaining may then be offered to the general public in a Syndicated Community
Offering, an underwritten public offering or otherwise. The aggregate Purchase
Price of the Conversion Stock will be based upon an independent appraisal of the
Savings Bank and will reflect the estimated pro forma market value of the
Savings Bank as a subsidiary of the Holding Company.
Consummation of the Conversion is subject to the approval of this Plan and
the Conversion by the Division and by the affirmative vote of Members of the
Savings Bank holding not less than a majority of the total votes eligible to be
cast at a special meeting of the Members to be called to consider the
Conversion. In addition, in order to consummate the Conversion, this Plan must
be filed with and receive the non-objection of the FDIC in accordance with
applicable FDIC regulations.
No change will be made in the Board of Trustees or management of the
Savings Bank as a result of the Conversion.
A-1
<PAGE>
II. Definitions
-----------
As used in this Plan, the terms set forth below have the following
meanings:
A. Acting in Concert: (1) Knowing participation in a joint activity or
-----------------
interdependent conscious parallel action towards a common goal whether or not
pursuant to an express agreement; or (2) a combination or pooling of voting or
other interests in the securities of an issuer for a common purpose pursuant to
any contract, understanding, relationship, agreement or other arrangement,
whether written or otherwise. A Person who acts in concert with another Person
("other party") shall also be deemed to be acting in concert with any Person who
is also acting in concert with that other party, except that any Tax-Qualified
Employee Stock Benefit Plan will not be deemed to be acting in concert with its
trustee or a Person who serves in a similar capacity solely for the purpose of
determining whether stock held by the trustee and stock held by the Tax-
Qualified Employee Benefit Plan will be aggregated.
B. Application: The application submitted to the Division for approval
-----------
of the Conversion.
C. Associate: When used to indicate a relationship with any Person,
---------
means (i) any corporation or organization (other than the Savings Bank or a
majority-owned subsidiary of the Savings Bank, or the Holding Company) of which
such Person is an officer or partner or is, directly or indirectly, the
beneficial owner of ten percent or more of any class of equity securities, (ii)
any trust or other estate in which such Person has a substantial beneficial
interest or as to which such Person serves as trustee or in a similar fiduciary
capacity, except a Tax-Qualified Employee Stock Benefit Plan and (iii) any
relative or spouse of such Person, or any relative of such spouse, who has the
same home as such Person or who is a director or officer of the Savings Bank,
any of its subsidiaries, or the Holding Company.
D. Capital Stock: Any and all authorized capital stock in the Converted
-------------
Savings Bank.
E. Common Stock: Any and all authorized common stock in the Holding
------------
Company subsequent to the Conversion.
F. Conversion: Collectively, (i) amendment of the Savings Bank's Charter
----------
and Bylaws to authorize issuance of shares of Capital Stock by the Converted
Savings Bank and to conform to the requirements of a Washington-chartered stock
savings bank under the laws of the State of Washington and regulations of the
Division; (ii) issuance and sale of Conversion Stock by the Holding Company in
the Subscription Offering and Direct Community Offering; and (iii) purchase by
the Holding Company of the Capital Stock of the Converted Savings Bank to be
issued in the Conversion immediately following or concurrently with the close of
the sale of all Conversion Stock.
G. Conversion Stock: Holding Company common stock to be issued and sold
----------------
by the Holding Company pursuant to the Plan.
H. Converted Savings Bank: Timberland Savings Bank, SSB, in its
----------------------
converted form as a state chartered capital stock savings bank.
I. Direct Community Offering: The offering for sale of Conversion Stock
-------------------------
to the public.
J. Division: The Washington Department of Financial Institutions,
--------
Division of Banks.
K. Eligibility Record Date: December 31, 1995.
-----------------------
L. Eligible Account Holder: Holder of a Qualifying Deposit in the
-----------------------
Savings Bank on the Eligibility Record Date.
A-2
<PAGE>
M. FDIC: Federal Deposit Insurance Corporation.
----
N. Federal Reserve: The Board of Governors of the Federal Reserve
---------------
System.
O. FR Y-3 Application: The application submitted to the Federal Reserve
------------------
on FR Y-3 for approval of the Holding Company's acquisition of all of the
Capital Stock of the Converted Savings Bank.
P. Holding Company: A corporation to be formed by the Savings Bank under
---------------
state law for the purpose of becoming a holding company through the issuance and
sale of its stock under the Plan, and concurrent acquisition of 100% of the
Capital Stock of the Converted Savings Bank to be issued pursuant to the Plan.
Q. Holding Company Stock: Any and all authorized capital stock of the
---------------------
Holding Company.
R. Local Community: Grays Harbor, Thurston, Pierce and King Counties of
---------------
the State of Washington, the counties in which the Savings Bank maintains an
office(s).
S. Market Maker: A dealer (i.e., any Person who engages directly or
------------
indirectly as agent, broker, or principal in the business of offering, buying,
selling, or otherwise dealing or trading in securities issued by another Person)
who, with respect to a particular security, (i) regularly publishes bona fide,
competitive bid and offer quotations in a recognized inter-dealer quotation
system or furnishes bona fide competitive bid and offer quotations on request
and (ii) is ready, willing and able to effect transactions in reasonable
quantities at his quoted prices with other brokers or dealers.
T. Members: All Persons who are depositors and/or borrowers of the
-------
Savings Bank prior to the Conversion.
U. Notice: The Notice of Intent to Convert to Stock Form, including
------
amendments thereto, as filed by the Savings Bank with the FDIC pursuant to 12
C.F.R. Part 303.
V. Officer: An executive officer of the Savings Bank, which includes the
-------
Chairman of the Board, President, Executive Vice President, Senior Vice
Presidents, Vice Presidents in charge of principal business functions, the
Secretary and the Treasurer as well as any other person performing similar
functions.
W. Order Forms: Forms to be used to order Conversion Stock sent to
-----------
Eligible Account Holders and other parties eligible to purchase Conversion Stock
in the Subscription Offering pursuant to the Plan.
X. Other Member: Holder of a Savings Account (other than Eligible
------------
Account Holders and Supplemental Eligible Account Holders) and borrowers from
the Savings Bank as of the Record Date.
Y. Person: An individual, a corporation, a partnership, an association,
------
a joint stock company, a trust, an unincorporated organization or a government
or any political subdivision thereof.
Z. Plan: This Plan of Conversion, which provides for the conversion of
----
the Savings Bank from a Washington-chartered mutual savings bank to a
Washington-chartered capital stock savings bank as a wholly owned subsidiary of
the Holding Company, as originally adopted by the Board of Trustees or as
amended in accordance with the terms thereof.
AA. Qualifying Deposit: The balance in any Savings Account as of the
------------------
Eligibility Record Date or the Supplemental Eligibility Record Date, as
applicable; provided, however, that no Savings Account with a balance of less
than $50 shall constitute a Qualifying Deposit.
BB. RCW: Revised Code of Washington, as amended.
---
A-3
<PAGE>
CC. Record Date: Date which determines which Members are entitled to
-----------
vote at the Special Meeting.
DD. Registration Statement: The registration statement on Form S-1 or
----------------------
other applicable forms filed by the Holding Company with the SEC for the purpose
of registering the Conversion Stock under the Securities Act of 1933, as
amended.
EE. Savings Account(s): Withdrawable deposit(s) in the Savings Bank,
------------------
including certificates of deposit, demand deposit accounts and non-interest-
bearing deposit accounts.
FF. Savings Bank: Timberland Savings Bank, SSB, in its present form as a
------------
state chartered mutual savings bank.
GG. SEC: Securities and Exchange Commission.
---
HH. Special Meeting: The special meeting of Members called for the
---------------
purpose of considering the Plan for approval.
II. Subscription Offering: The offering of Conversion Stock to Eligible
---------------------
Account Holders, Tax-Qualified Employee Stock Benefit Plans, Supplemental
Eligible Account Holders and Other Members under the Plan.
JJ. Subscription Rights: Non-transferable, non-negotiable, personal
-------------------
rights of Eligible Account Holders, Tax-Qualified Employee Stock Benefit Plans,
Supplemental Eligible Account Holders and Other Members to purchase Conversion
Stock.
KK. Supplemental Eligibility Record Date: The last day of the calendar
------------------------------------
quarter preceding the approval of the Plan by the Division.
LL. Supplemental Eligible Account Holder: Holder of a Qualifying Deposit
------------------------------------
in the Savings Bank (other than an Officer or director or their Associates) on
the Supplemental Eligibility Record Date.
MM. Syndicated Community Offering: The offering for sale by a syndicate
-----------------------------
of broker-dealers to the general public of shares of Conversion Stock not
purchased in the Subscription Offering and the Direct Community Offering.
NN. Tax Qualified Employee Stock Benefit Plan: Any defined benefit plan or
-----------------------------------------
defined contribution plan of the Savings Bank or Holding Company, such as an
employee stock ownership plan, bonus plan, profit-sharing plan or other plan,
which, with its related trust meets the requirements to be "qualified" under
section 401 of the Internal Revenue Code. A "non-tax-qualified employee stock
benefit plan" is any defined benefit plan or defined contribution plan that is
not so qualified.
III. Steps Prior to Submission of the Plan to the Members for Approval
-----------------------------------------------------------------
Prior to submission of the Plan to the Members for approval, the Savings
Bank must receive approval from the Division of the Application and the FDIC
must have issued a notice of non-objection to the proposed Conversion or the
time period for FDIC review and objection shall have expired without objection
by the FDIC. Prior to such regulatory approval:
A. The Board of Trustees shall adopt the Plan by a vote of not less than
two-thirds of its entire membership.
B. The Savings Bank shall notify the Members of the adoption of the Plan
by publishing legal notice in a newspaper having a general circulation in each
community in which the Savings Bank maintains an office.
A-4
<PAGE>
C. A press release relating to the proposed Conversion may be submitted to
the local media.
D. Copies of the Plan as adopted by the Board of Trustees shall be made
available for inspection at each office of the Savings Bank.
E. The Savings Bank shall cause the Holding Company to be incorporated
under state law and the Board of Trustees of the Holding Company shall concur in
the Plan by at least a two-thirds vote.
F. As soon as practicable following the adoption of this Plan, the
Savings Bank shall file the Application with the Division and the Notice with
the FDIC, and the Holding Company shall file the Registration Statement and the
FR Y-3 Application. Upon filing the Application, the Savings Bank shall publish
legal notice of the filing of the Application in a newspaper having a general
circulation in each community in which the Savings Bank maintains an office
and/or by mailing a letter to each of its Members, and shall publish such other
notices of the Conversion as may be required in connection with the FR Y-3
Application and by the regulations and policies of the Federal Reserve.
G. The Savings Bank shall obtain an opinion of its tax advisors or a
favorable ruling from the United States Internal Revenue Service which shall
state that the Conversion will not result in any gain or loss for Federal income
tax purposes to the Savings Bank or its Eligible Account Holders, Supplemental
Eligible Account Holders and Other Members. Receipt of a favorable opinion or
ruling is a condition precedent to completion of the Conversion.
IV. Meeting of Members
------------------
Upon receipt of approval of the Application by the Division and (i) receipt
from the FDIC of a conditional intention to issue a notice of non-objection or
(ii) expiration of the time period for FDIC review and objection without receipt
of an objection by the FDIC, the Special Meeting shall be scheduled in
accordance with the Savings Bank's Bylaws. Promptly after receipt of approval
from the Division and at least 20 days but not more than 45 days prior to the
Special Meeting, the Savings Bank shall distribute proxy solicitation materials
to all Members and beneficial owners of accounts held in fiduciary capacities
where the beneficial owners possess voting rights, as of the Record Date. The
proxy solicitation materials shall include a copy of the proxy statement to be
used in connection with such solicitation ("Proxy Statement") and other
documents authorized for use by the regulatory authorities and may also include
a copy of the Plan and/or a prospectus ("Prospectus") as provided in Paragraph V
below. The Savings Bank shall also advise each Eligible Account Holder and
Supplemental Eligible Account Holder not entitled to vote at the Special Meeting
of the proposed Conversion and the scheduled Special Meeting, and provide a
postage prepaid card on which to indicate whether he wishes to receive the
Prospectus, if the Subscription Offering is not held concurrently with the proxy
solicitation.
At the Special Meeting, an affirmative vote of not less than a majority of
the total outstanding votes of the Members is required for approval of the Plan.
For purposes of voting at the Special Meeting, Members who are depositors of the
Savings Bank shall be entitled to cast one vote for each $100, or fraction
thereof, of the aggregate withdrawable value of all of the depositor's Savings
Accounts as of the Record Date, Members who are borrowers shall be entitled to
cast one vote, in addition to any votes they may also be entitled to cast as
depositors, and no Member shall be entitled to cast more than 1,000 votes.
Voting may be in person or by proxy. The Division shall be notified promptly of
the actions of the Members.
V. Summary Proxy Statement
-----------------------
The Proxy Statement furnished to Members may be in summary form, provided
that a statement is made in bold-face type that a more detailed description of
the proposed transaction may be obtained by returning an enclosed postage
prepaid card or other written communication requesting supplemental information.
Without prior approval of the Division, the Special Meeting shall not be held
less than 20 days after the last day on which the
A-5
<PAGE>
supplemental information statement is mailed to requesting Members. The
supplemental information statement may be combined with the Prospectus if the
Subscription Offering is commenced concurrently with or during the proxy
solicitation of Members for the Special Meeting.
VI. Offering Documents
------------------
The Holding Company may commence the Subscription Offering and, provided
that the Subscription Offering has commenced, may commence the Direct Community
Offering concurrently with or during the proxy solicitation of Members. The
Holding Company may close the Subscription Offering before the Special Meeting,
provided that the offer and sale of the Conversion Stock shall be conditioned
upon approval of the Plan by the Members at the Special Meeting. The Savings
Bank's proxy solicitation materials may require Eligible Account Holders,
Supplemental Eligible Account Holders and Other Members to return to the Savings
Bank by a reasonable certain date a postage prepaid card or other written
communication requesting receipt of a Prospectus with respect to the
Subscription Offering, provided that if the Prospectus is not mailed
concurrently with the proxy solicitation materials, the Subscription Offering
shall not be closed until the expiration of 30 days after the mailing of the
proxy solicitation materials. If the Subscription Offering is not commenced
within 45 days after the Special Meeting, the Savings Bank may transmit, not
more than 30 days prior to the commencement of the Subscription Offering, to
each Eligible Account Holder, Supplemental Eligible Account Holder and other
eligible subscribers who had been furnished with proxy solicitation materials a
notice which shall state that the Savings Bank is not required to furnish a
Prospectus to them unless they return by a reasonable date certain a postage
prepaid card or other written communication requesting the receipt of the
Prospectus.
Prior to commencement of the Subscription Offering, the Direct Community
Offering and the Syndicated Community Offering, the Holding Company shall file
the Registration Statement. The Holding Company shall not distribute the final
Prospectus until the Registration Statement containing same has been declared
effective by the SEC and the Prospectus has been declared effective by the
Division.
VII. Combined Subscription and Direct Community Offering
---------------------------------------------------
Instead of a separate Subscription Offering, all Subscription Rights may
be exercised by delivery of properly completed and executed Order Forms to the
Savings Bank or selling group utilized in connection with the Direct Community
Offering and the Syndicated Community Offering. If a separate Subscription
Offering is not held, orders for Conversion Stock in the Direct Community
Offering shall first be filled pursuant to the priorities and limitations stated
in Paragraph IX.C., below.
VIII. Consummation of the Conversion
------------------------------
After receipt of all orders for Conversion Stock, and concurrently with the
execution thereof, the amendment of the Savings Bank's mutual Charter and Bylaws
to authorize the issuance of shares of Capital Stock and to conform to the
requirements of a Washington-chartered capital stock savings bank will be
declared effective by the Division, the amended Charter and Bylaws approved by
the Members will become effective. At such time, the Conversion Stock will be
issued and sold by the Holding Company, the Capital Stock to be issued in the
Conversion will be issued and sold to the Holding Company, and the Converted
Savings Bank will become a wholly owned subsidiary of the Holding Company. The
Converted Savings Bank will issue to the Holding Company 1,000 shares of its
common stock, representing all of the shares of Capital Stock to be issued by
the Converted Savings Bank, and the Holding Company will make payment to the
Converted Savings Bank of that portion of the aggregate net proceeds realized by
the Holding Company from the sale of the Conversion Stock under the Plan as may
be authorized or required by the Division.
A-6
<PAGE>
IX. Stock Offering
--------------
A. Number of Shares
----------------
The number of shares of Conversion Stock to be offered pursuant to the Plan
shall be determined initially by the Board of Trustees of the Savings Bank and
the Board of Trustees of the Holding Company in conjunction with the
determination of the Purchase Price (as that term is defined in Paragraph IX.B.
below). The number of shares to be offered may be subsequently adjusted by the
Board of Trustees prior to completion of the offering.
B. Independent Evaluation and Purchase Price of Shares
---------------------------------------------------
All shares of Conversion Stock sold in the Conversion, including shares
sold in any Direct Community Offering, shall be sold at a uniform price per
share, referred to herein as the "Purchase Price." The Purchase Price shall be
determined by the Board of Trustees of the Savings Bank and the Board of
Directors of the Holding Company immediately prior to the simultaneous
completion of all such sales contemplated by this Plan on the basis of the
estimated pro forma market value of the Converted Savings Bank, as converted, at
such time. The estimated pro forma market value of the Converted Savings Bank
shall be determined for such purpose by an independent appraiser on the basis of
such appropriate factors not inconsistent with the regulations of the Division.
Immediately prior to the Subscription Offering, a subscription price range shall
be established which shall vary from 15% above to 15% below the average of the
minimum and maximum of the estimated price range. The maximum subscription
price (i.e., the per share amount to be remitted when subscribing for shares of
Conversion Stock) shall then be determined within the subscription price range
by the Board of Trustees of the Savings Bank. The subscription price range and
the number of shares to be offered may be revised after the completion of the
Subscription Offering with Division approval without a resolicitation of proxies
or Order Forms or both.
C. Method of Offering Shares
-------------------------
Subscription Rights shall be issued at no cost to Eligible Account Holders,
Tax-Qualified Employee Stock Benefit Plans, Supplemental Eligible Account
Holders and Other Members pursuant to priorities established by this Plan and
the regulations of the Division. In order to effect the Conversion, all shares
of Conversion Stock proposed to be issued in connection with the Conversion must
be sold and, to the extent that shares are available, no subscriber shall be
allowed to purchase less than 25 shares; provided, however, that if the purchase
price is greater than $20 per share, the minimum number of shares which must be
subscribed for shall be adjusted so that the aggregate actual purchase price
required to be paid for such minimum number of shares does not exceed $500. The
priorities established for the purchase of shares are as follows:
1. Category 1: Eligible Account Holders
-------------------------------------
a. Each Eligible Account Holder shall receive, without payment,
Subscription Rights entitling such Eligible Account Holder to purchase
that number of shares of Conversion Stock which is equal to the
greater of the maximum purchase limitation established for the Direct
Community Offering, one-tenth of one percent of the total offering or
15 times the product (round ed down to the next whole number) obtained
by multiplying the total number of shares of Conversion Stock to be
issued by a fraction of which the numerator is the amount of the
Qualifying Deposit of the Eligible Account Holder and the denominator
is the total amount of Qualifying Deposits of all Eligible Account
Holders. If the allocation made in this paragraph results in an
oversubscription, shares of Conversion Stock shall be allocated among
subscribing Eligible Account Holders so as to permit each such
account holder, to the extent possible, to purchase a number of shares
of Conversion Stock sufficient to make his total allocation equal to
100 shares of Conversion Stock or the total amount of his
subscription, whichever is less. Any shares of Conversion Stock not
so allocated shall be allocated among the subscribing Eligible Account
A-7
<PAGE>
Holders on an equitable basis, related to the amounts of their
respective Qualifying Deposits as compared to the total Qualifying
Deposits of all Eligible Account Holders.
b. Subscription Rights received by Officers and directors of the
Savings Bank and their Associates, as Eligible Account Holders, based
on their increased deposits in the Savings Bank in the one-year period
preceding the Eligibility Record Date shall be subordinated to all
other subscriptions involving the exercise of Subscription Rights
pursuant to this Category.
2. Category 2: Tax-Qualified Employee Stock Benefit Plans
------------------------------------------------------
a. Tax-Qualified Employee Stock Benefit Plans of the Savings Bank
shall receive, without payment, non-transferable Subscription Rights
to purchase in the aggregate up to 8% of the Conversion Stock,
including shares of Conversion Stock to be issued in the Conversion as
result of an increase in the estimated price range after commencement
of the Subscription Offering and prior to the completion of the
Conversion. The Subscription Rights granted to Tax-Qualified Stock
Benefit Plans of the Savings Bank shall be subject to the availability
of shares of Conversion Stock after taking into account the shares of
Conversion Stock purchased by Eligible Account Holders; provided,
however, that in the event the number of shares offered in the
Conversion is increased to an amount greater than the maximum of the
estimated price range as set forth in the Prospectus ("Maximum
Shares"), the Tax-Qualified Employee Stock Benefit Plans shall have a
priority right to purchase any such shares exceeding the Maximum
Shares up to an aggregate of 8% of the Conversion Stock. Tax-
Qualified Employee Stock Benefit Plans may use funds contributed or
borrowed by the Holding Company or the Savings Bank and/or borrowed
from an independent financial institution to exercise such
Subscription Rights, and the Holding Company and the Savings Bank may
make scheduled discretionary contributions thereto, provided that such
contributions do not cause the Holding Company or the Savings Bank to
fail to meet any applicable capital requirements.
3. Category 3: Supplemental Eligible Account Holders
--------------------------------------------------
a. In the event that the Eligibility Record Date is more than 15
months prior to the date of the latest amendment to the Application
filed prior to the Division's approval, then, and only in that event,
each Supplemental Eligible Account Holder shall receive, without
payment, Subscription Rights entitling such Supplemental Eligible
Account Holder to purchase that number of shares of Conversion Stock
which is equal to the greater of the maximum purchase limitation
established for the Direct Community Offering, one-tenth of one
percent of the total offering or 15 times the product (rounded down to
the next whole number) obtained by multiplying the total number of
shares of Conversion Stock to be issued by a fraction of which the
numerator is the amount of the Qualifying Deposit of the Supplemental
Eligible Account Holder and the denominator is the total amount of the
Qualifying Deposits of all Supplemental Eligible Account Holders.
b. Subscription Rights received pursuant to this category shall
be subordinated to Subscription Rights granted to Eligible Account
Holders and Tax-Qualified Employee Stock Benefit Plans.
c. Any Subscription Rights to purchase shares of Conversion Stock
received by an Eligible Account Holder in accordance with Category
Number 1 shall reduce to the extent thereof the Subscription Rights to
be distributed pursuant to this Category.
A-8
<PAGE>
d. In the event of an oversubscription for shares of Conversion
Stock pursuant to this Category, shares of Conversion Stock shall be
allocated among the subscribing Supplemental Eligible Account Holders
as follows:
(1) Shares of Conversion Stock shall be allocated so as to
permit each such Supplemental Eligible Account Holder, to the
extent possible, to purchase a number of shares of Conversion
Stock sufficient to make his total allocation (including the
number of shares of Conversion Stock, if any, allocated in
accordance with Category Number 1) equal to 100 shares of
Conversion Stock or the total amount of his subscription,
whichever is less.
(2) Any shares of Conversion Stock not allocated in
accordance with subparagraph (1) above shall be allocated among
the subscribing Supplemental Eligible Account Holders on an
equitable basis, related to the amounts of their respective
Qualifying Deposits as compared to the total Qualifying Deposits
of all Supplemental Eligible Account Holders.
4. Category 4: Other Members
--------------------------
a. Other Members shall receive Subscription Rights to purchase
shares of Conversion Stock, after satisfying the subscriptions of
Eligible Account Holders, Tax-Qualified Employee Stock Benefit Plans
and Supplemental Eligible Account Holders pursuant to Category Nos. l,
2 and 3 above, subject to the following conditions:
(1) Each such Other Member shall be entitled to subscribe
for the greater of the maximum purchase limitation established
for the Direct Community Offering or one-tenth of one percent of
the total offering.
(2) In the event of an oversubscription for shares of
Conversion Stock pursuant to Category No. 4, the shares of
Conversion Stock available shall be allocated among the
subscribing Other Members pro rata on the basis of the amounts of
their respective subscriptions.
D. Direct Community Offering and Syndicated Community Offering
-----------------------------------------------------------
1. Any shares of Conversion Stock not purchased through the exercise
of Subscription Rights set forth in Category Nos. 1 through 4 above may be
sold by the Holding Company to Persons under such terms and conditions as
may be established by the Savings Bank's Board of Trustees with the
concurrence of the Division. The Direct Community Offering may commence
concurrently with or as soon as possible after the completion of the
Subscription Offering and must be completed within 45 days after completion
of the Subscription Offering, unless extended with the approval of the
Division. No Person may purchase in the Direct Community Offering shares
of Conversion Stock with an aggregate purchase price that exceeds $200,000.
The right to purchase shares of Conversion Stock under this Category is
subject to the right of the Savings Bank or the Holding Company to accept
or reject such subscriptions in whole or in part. In the event of an
oversubscription for shares in this Category, the shares available shall be
allocated among prospective purchasers pro rata on the basis of the amounts
of their respective orders. The offering price for which such shares are
sold to the general public in the Direct Community Offering shall be the
Purchase Price.
2. Orders received in the Direct Community Offering first shall be
filled up to a maximum of 2% of the Conversion Stock and thereafter
remaining shares shall be allocated on an equal number of shares basis per
order until all orders have been filled.
A-9
<PAGE>
3. The Conversion Stock offered in the Direct Community Offering
shall be offered and sold in a manner that will achieve the widest
distribution thereof. Preference shall be given in the Direct Community
Offering to natural Persons and trusts of natural Persons residing in the
Local Community and then to natural Persons and trusts of natural Persons
residing in the counties contiguous to the Local Community.
4. Subject to such terms, conditions and procedures as may be
determined by the Savings Bank and the Holding Company, all shares of
Conversion Stock not subscribed for in the Subscription Offering or ordered
in the Direct Community Offering may be sold by a syndicate of broker-
dealers to the general public in a Syndicated Community Offering. Each
order for Conversion Stock in the Syndicated Community Offering shall be
subject to the absolute right of the Savings Bank and the Holding Company
to accept or reject any such order in whole or in part either at the time
of receipt of an order or as soon as practicable after completion of the
Syndicated Community Offering. No Person may purchase in the Syndicated
Community Offering shares of Conversion Stock with an aggregate purchase
price that exceeds $200,000. The Savings Bank and the Holding Company may
commence the Syndicated Community Offering concurrently with, at any time
during, or as soon as practicable after the end of the Subscription
Offering and/or Direct Community Offering, provided that the Syndicated
Community Offering must be completed within 45 days after the completion of
the Subscription Offering, unless extended by the Savings Bank and the
Holding Company with the approval of the Division.
5. If for any reason a Syndicated Community Offering of shares of
Conversion Stock not sold in the Subscription Offering and the Direct
Community Offering cannot be effected, or in the event that any
insignificant residue of shares of Conversion Stock is not sold in the
Subscription Offering, Direct Community Offering or Syndicated Community
Offering, the Savings Bank and the Holding Company shall use their best
efforts to obtain other purchasers for such shares in such manner and upon
such conditions as may be satisfactory to the Division.
6. In the event a Direct Community Offering or Syndicated Community
Offering appears not feasible, the Savings Bank will immediately consult
with the Division to determine the most viable alternative available to
effect the completion of the Conversion. Should no viable alternative
exist, the Savings Bank may terminate the Conversion with the concurrence
of the Division.
E. Limitations Upon Purchases
--------------------------
The following additional limitations and exceptions shall be imposed upon
purchases of shares of Conversion Stock:
1. Purchases of shares of Conversion Stock in the Conversion,
including purchases in the Direct Community Offering by any Person, and
Associates thereof, or a group of Persons Acting in Concert, shall not
exceed 1% of the shares of Conversion Stock issued in the Conversion
(exclusive of any shares issued pursuant to an increase in the range of
minimum and maximum aggregate values within which the aggregate amount of
Conversion Stock issued in the Conversion will fall), except that Tax-
Qualified Employee Stock Benefit Plans may purchase up to 8% of the total
Conversion Stock issued and shares held or to be held by the Tax-Qualified
Employee Stock Benefit Plans and attributable to a Person shall not be
aggregated with other shares purchased directly by or otherwise
attributable to such Person.
2. Officers and directors and Associates thereof may not purchase in
the aggregate more than 31% of the shares issued in the Conversion.
3. The Savings Bank's Board of Trustees and Holding Company's Board
of Directors will not be deemed to be Associates or a group of Persons
Acting in Concert with other directors or trustees
A-10
<PAGE>
solely as a result of membership on the Savings Bank's Board of Trustees
and Holding Company's Board of Directors.
4. The Savings Bank's Board of Trustees, with the approval of the
Division and without further approval of Members, may, as a result of
market conditions and other factors, increase or decrease the purchase
limitation in paragraphs 1 and 4 above or the number of shares of
Conversion Stock to be sold in the Conversion. If the Savings Bank or the
Holding Company, as the case may be, increases the maximum purchase
limitations or the number of shares of Conversion Stock to be sold in the
Conversion, the Savings Bank or the Holding Company, as the case may be, is
only required to resolicit Persons who subscribed for the maximum purchase
amount and may, in the sole discretion of the Savings Bank or the Holding
Company, as the case may be, resolicit certain other large subscribers. If
the Savings Bank or the Holding Company, as the case may be, decreases the
maximum purchase limitations or the number of shares of Conversion Stock to
be sold in the Conversion, the orders of any Person who subscribed for the
maximum purchase amount shall be decreased by the minimum amount necessary
so that such Person shall be in compliance with the then maximum number of
shares permitted to be subscribed for by such Person.
Each Person purchasing Conversion Stock in the Conversion shall be deemed
to confirm that such purchase does not conflict with the purchase limitations
under the Plan or otherwise imposed by law, rule or regulation. In the event
that such purchase limitations are violated by any Person (including any
Associate or group of Persons affiliated or otherwise Acting in Concert with
such Person), the Holding Company shall have the right to purchase from such
Person at the actual Purchase Price per share all shares acquired by such Person
in excess of such purchase limitations or, if such excess shares have been sold
by such Person, to receive from such Person the difference between the actual
Purchase Price per share paid for such excess shares and the price at which such
excess shares were sold by such Persons. This right of the Holding Company to
purchase such excess shares shall be assignable by the Holding Company.
F. Restrictions On and Other Characteristics of the Conversion Stock
-----------------------------------------------------------------
1. Transferability. Conversion Stock purchased by Officers and
---------------
trustees of the Savings Bank and officers and directors of the Holding
Company shall not be sold or otherwise disposed of for value for a period
of one year from the date of Conversion, except for any disposition (i)
following the death of the original purchaser or (ii) resulting from an
exchange of securities in a merger or acquisition approved by the
regulatory authorities having jurisdiction.
The Conversion Stock issued by the Holding Company to such Officers,
trustees and directors shall bear a legend giving appropriate notice of the
one-year holding period restriction. Said legend shall state as follows:
"The shares evidenced by this certificate are restricted as to transfer
for a period of one year from the date of this certificate pursuant to
the laws of the State of Washington. These shares may not be
transferred prior thereto without a legal opinion of counsel that said
transfer is permissible under the provisions of applicable laws and
regulations."
In addition, the Holding Company shall give appropriate instructions
to the transfer agent of the Holding Company Stock with respect to the
foregoing restrictions. Any shares of Holding Company Stock subsequently
issued as a stock dividend, stock split or otherwise, with respect to any
such restricted stock, shall be subject to the same holding period
restrictions for such Persons as may be then applicable to such restricted
stock.
2. Subsequent Purchases by Officers and Directors. Without prior
----------------------------------------------
approval of the Division, if applicable, Officers and directors of the
converted Savings Bank and officers and directors of the Holding
A-11
<PAGE>
Company, and their Associates, shall be prohibited for a period of three
years following completion of the Conversion from purchasing outstanding
shares of Holding Company Stock, except from a broker or dealer registered
with the SEC and/or the Secretary of State of the State of Washington.
Notwithstanding this restriction, purchases involving more than 1% of the
total outstanding shares of Holding Company Stock and purchases made and
shares held by a Tax-Qualified or non-Tax-Qualified Employee Stock Benefit
Plan which may be attributable to such directors and officers may be made
in negotiated transactions without the Division's permission or the use of
a broker or dealer.
3. Repurchase and Dividend Rights. The Holding Company may
------------------------------
repurchase Holding Company Stock subject to applicable laws and
regulations.
The Converted Savings Bank may not declare or pay a cash dividend on
the Capital Stock if the result thereof would be to reduce the regulatory
capital of the Converted Savings Bank below (i) the amount required for the
Liquidation Account or (ii) the amount required by the Division.
For a period of ten years after the consummation of the Conversion,
the Converted Savings Bank may not, without the prior approval of the
Division, declare or pay a cash dividend on the Capital Stock in an amount
in excess of one-half of the greater of (i) the Converted Savings Bank's
net income for the then current fiscal year or (ii) the average of the
Converted Savings Bank's net income for the then current fiscal year and
not more than two of the immediately preceding fiscal years. For such
purposes, "net income" shall be determined by generally accepted accounting
principles.
Any dividend declared or paid on, or repurchase of, the Capital Stock
shall be in compliance with the rules and regulations of the Division, or
other applicable regulations. The above limitations shall not preclude
payment of dividends on, or repurchases of, Capital Stock in the event
applicable regulatory limitations are liberalized subsequent to the
Conversion.
4. Voting Rights. After the Conversion, exclusive voting rights with
-------------
respect to the Holding Company shall be vested in the holders of Holding
Company Stock and the Holding Company will have exclusive voting rights
with respect to the Capital Stock.
G. Mailing of Offering Materials and Collation of Subscriptions
------------------------------------------------------------
The sale of all shares of Conversion Stock offered pursuant to the Plan
must be completed within 24 months after approval of the Plan at the Special
Meeting. After (i) approval of the Plan by the Division, (ii) the receipt of a
notice of non-objection from the FDIC with respect to the Notice or expiration
of the time period for FDIC review and objection without receipt of an objection
from the FDIC and (iii) the declaration of the effectiveness of the Prospectus,
the Holding Company shall distribute Prospectuses and Order Forms for the
purchase of shares of Conversion Stock in accordance with the terms of the Plan.
The recipient of an Order Form shall be provided not less than 20 days nor
more than 45 days from the date of mailing, unless extended, properly to
complete, execute and return the Order Form to the Holding Company or the
Savings Bank. Self-addressed, postage prepaid, return envelopes shall accompany
all Order Forms when they are mailed. Failure of any eligible subscriber to
return a properly completed and executed Order Form within the prescribed time
limits shall be deemed a waiver and a release by such eligible subscriber of any
rights to purchase shares of Conversion Stock under the Plan.
The sale of all shares of Conversion Stock proposed to be issued in
connection with the Conversion must be completed within 45 days after the last
day of the Subscription Offering, unless extended by the Holding Company with
the approval of the Division.
A-12
<PAGE>
H. Method of Payment
-----------------
Payment for all shares of Conversion Stock may be made in cash, by check or
by money order, or if a subscriber has a Savings Account in the Savings Bank
such subscriber may authorize the Savings Bank to charge the subscriber's
Savings Account. The Holding Company shall pay interest at not less than the
passbook rate on all amounts paid in cash or by check or money order to purchase
shares of Conversion Stock in the Subscription Offering from the date payment is
received until the Conversion is completed or terminated. The Savings Bank is
not permitted knowingly to loan funds or otherwise extend any credit to any
Person for the purpose of purchasing Conversion Stock.
If a subscriber authorizes the Savings Bank to charge the subscriber's
Savings Account, the funds shall remain in the subscriber's Savings Account and
shall continue to earn interest, but may not be used by such subscriber until
the Conversion is completed or terminated, whichever is earlier. The withdrawal
shall be given effect only concurrently with the sale of all shares of
Conversion Stock proposed to be sold in the Conversion and only to the extent
necessary to satisfy the subscription at a price equal to the Purchase Price.
The Savings Bank shall allow subscribers to purchase shares of Conversion Stock
by withdrawing funds from certificate accounts held with the Savings Bank
without the assessment of early withdrawal penalties, subject to the approval,
if necessary, of the applicable regulatory authorities. In the case of early
withdrawal of only a portion of such account, the certificate evidencing such
account shall be canceled if the remaining balance of the account is less than
the applicable minimum balance requirement. In that event, the remaining
balance shall earn interest at the passbook rate. This waiver of the early
withdrawal penalty is applicable only to withdrawals made in connection with the
purchase of Conversion Stock under the Plan.
Tax-Qualified Employee Stock Benefit Plans may subscribe for shares by
submitting an Order Form, along with evidence of a loan commitment from a
financial institution for the purchase of shares, if applicable, during the
Subscription Offering and by making payment for the shares on the date of the
closing of the Conversion.
I. Undelivered, Defective or Late Order Forms; Insufficient Payment
----------------------------------------------------------------
If an Order Form (i) is not delivered and is returned to the Holding
Company or the Savings Bank by the United States Postal Service (or the Holding
Company or Savings Bank is unable to locate the addressee); (ii) is not returned
to the Holding Company or Savings Bank, or is returned to the Holding Company or
Savings Bank after expiration of the date specified thereon; (iii) is
defectively completed or executed; or (iv) is not accompanied by the total
required payment for the shares of Conversion Stock subscribed for (including
cases in which the subscribers' Savings Accounts are insufficient to cover the
authorized withdrawal for the required payment), the Subscription Rights of the
Person to whom such rights have been granted shall not be honored and shall be
treated as though such Person failed to return the completed Order Form within
the time period specified therein. Alternatively, the Holding Company or
Savings Bank may, but shall not be required to, waive any irregularity relating
to any Order Form or require the submission of a corrected Order Form or the
remittance of full payment for the shares of Conversion Stock subscribed for by
such date as the Holding Company or Savings Bank may specify. Subscription
orders, once tendered, shall not be revocable. The Holding Company's and
Savings Bank's interpretation of the terms and conditions of the Plan and of the
Order Forms shall be final.
J. Members in Non-Qualified States or in Foreign Countries
-------------------------------------------------------
The Holding Company shall make reasonable efforts to comply with the
securities laws of all states of the United States in which Persons entitled to
subscribe for shares of Conversion Stock pursuant to the Plan reside. However,
no such Person shall be offered or receive any such shares under the Plan who
resides in a foreign country or who resides in a state of the United States with
respect to which any of the following apply: (a) a small number of Persons
otherwise eligible to subscribe for shares of Conversion Stock reside in such
state; (b) the granting of Subscription Rights or offer or sale of shares of
Conversion Stock to such Persons would require the Holding Company to register,
under the securities laws of such state, as a broker or dealer or to register or
otherwise qualify
A-13
<PAGE>
its securities for sale in such state; or (c) such registration or qualification
would be impractical for reasons of cost or otherwise.
X. Articles of Incorporation and Bylaws
------------------------------------
As part of the Conversion, Articles of Incorporation and Bylaws for the
Converted Savings Bank will be adopted to authorize the Converted Savings Bank
to operate as a Washington-chartered capital stock savings bank. By approving
the Plan, the Members shall thereby approve such Articles of Incorporation and
Bylaws. Prior to completion of the Conversion, the proposed Articles of
Incorporation and Bylaws may be amended in accordance with the provisions and
limitations for amending the Plan under Paragraph XVII below. The effective
date of the adoption of the Articles of Incorporation and Bylaws shall be the
date of the issuance of the Conversion Stock, which shall be the date of
consummation of the Conversion.
XI. Post Conversion Filing and Market Making
----------------------------------------
In connection with the Conversion, the Holding Company shall register the
Conversion Stock with the SEC pursuant to the Securities Exchange Act of 1934,
as amended, and shall undertake not to deregister such Conversion Stock for a
period of three years thereafter.
The Holding Company shall use its best efforts to encourage and assist
various Market Makers to establish and maintain a market for the shares of its
stock. The Holding Company shall also use its best efforts to list its stock
through The Nasdaq Stock Market or on a national or regional securities
exchange.
XII. Status of Savings Accounts and Loans Subsequent to Conversion
-------------------------------------------------------------
All Savings Accounts shall retain the same status after Conversion as these
accounts had prior to Conversion. Each Savings Account holder shall retain,
without payment, a withdrawable Savings Account or accounts after the
Conversion, equal in amount to the withdrawable value of such holder's Savings
Account or accounts prior to Conversion. All Savings Accounts will continue to
be insured by the Savings Association Insurance Fund of the FDIC up to the
applicable limits of insurance coverage. All loans shall retain the same status
after the Conversion as they had prior to the Conversion. See Paragraph IX.F.4.
with respect to the termination of voting rights of Members.
XIII. Liquidation Account
-------------------
After the Conversion, holders of Savings Accounts shall not be entitled to
share in any residual assets in the event of liquidation of the Converted
Savings Bank. However, the Savings Bank shall, at the time of the Conversion,
establish a liquidation account in an amount equal to its total net worth as of
the date of the latest statement of financial condition contained in the final
Prospectus. The function of the liquidation account shall be to establish a
priority on liquidation and, except as provided in Paragraph IX.F.3 above, the
existence of the liquidation account shall not operate to restrict the use or
application of any of the net worth accounts of the Converted Savings Bank.
The liquidation account shall be maintained by the Converted Savings Bank
subsequent to the Conversion for the benefit of Eligible Account Holders and
Supplemental Eligible Account Holders who retain their Savings Accounts in the
Converted Savings Bank. Each Eligible Account Holder and Supplemental Eligible
Account Holder shall, with respect to each Savings Account held, have a related
inchoate interest in a portion of the liquidation account balance
("subaccount").
The initial subaccount balance for a Savings Account held by an Eligible
Account Holder and/or a Supplemental Eligible Account Holder shall be determined
by multiplying the opening balance in the liquidation account by a fraction of
which the numerator is the amount of such holder's Qualifying Deposit in the
Savings
A-14
<PAGE>
Account and the denominator is the total amount of the Qualifying Deposits of
all Eligible Account Holders and Supplemental Eligible Account Holders. Such
initial subaccount balance shall not be increased, and it shall be subject to
downward adjustment as provided below.
If the deposit balance in any Savings Account of an Eligible Account Holder
or Supplemental Eligible Account Holder at the close of business on any annual
closing date subsequent to the Eligibility Record Date is less than the lesser
of (i) the deposit balance in such Savings Account at the close of business on
any other annual closing date subsequent to the Eligibility Record Date or the
Supplemental Eligibility Record Date or (ii) the amount of the Qualifying
Deposit in such Savings Account on the Eligibility Record Date or the
Supplemental Eligibility Record Date, then the subaccount balance for such
Savings Account shall be adjusted by reducing such subaccount balance in an
amount proportionate to the reduction in such deposit balance. In the event of
a downward adjustment, such subaccount balance shall not be subsequently
increased, notwithstanding any increase in the deposit balance of the related
Savings Account. If any such Savings Account is closed, the related subaccount
balance shall be reduced to zero.
In the event of a complete liquidation of the Converted Savings Bank, each
Eligible Account Holder and Supplemental Eligible Account Holder shall be
entitled to receive a liquidation distribution from the liquidation account in
the amount of the then current adjusted subaccount balance(s) for Savings
Account(s) then held by such holder before any liquidation distribution may be
made to stockholders. No merger, consolidation, bulk purchase of assets with
assumptions of Savings Accounts and other liabilities or similar transactions
with another Federally-insured institution in which the Converted Savings Bank
is not the surviving institution shall be considered to be a complete
liquidation. In any such transaction, the liquidation account shall be assumed
by the surviving institution.
XIV. Restrictions on Acquisition of Stock of the Holding Company
-----------------------------------------------------------
A. As soon as practicable following Conversion, the Converted Savings
Bank shall enter into an agreement with the Division which will provide that for
a period of three years following the date of Conversion, any company
significantly engaged in an unrelated business activity (either directly or
through an affiliate thereof) shall not be permitted to acquire control of the
Converted Savings Bank. Any acquisition of the Converted Savings Bank shall also
comply with RCW 32.32.228.
B. Definitions (for purposes of this section only):
1. The term "affiliate" means any person or company which controls,
is controlled by, or is under common control with, a specified company.
2. A person or company shall be deemed to have "control" of:
(i) A savings bank if the person directly or indirectly or
acting in concert with one or more other persons or through one or
more subsidiaries, owns, controls, or holds with power to vote, or
holds proxies representing, more than twenty-five percent of the
voting shares of the savings bank, or controls in any manner the
election of a majority of the directors of the bank;
(ii) Any other company if the person directly or indirectly or
acting in concert with one or more other persons, or through one or
more subsidiaries, owns, controls, or holds with power to vote, or
holds proxies representing, more than twenty-five percent of the
voting shares or rights of the other company, or controls in any
manner the election or appointment of a majority of the directors or
trustees of the other company, or is a general partner in or has
contributed more than twenty-five percent of the capital of the other
company;
(iii) A trust if the person is a trustee thereof; or
A-15
<PAGE>
(iv) A savings bank or any other company if the Division
determines, after reasonable notice and opportunity for hearing, that
the person directly or indirectly exercise a controlling influence
over the management or policies of the savings bank or other company.
3. A company shall be deemed to be "significantly engaged" in an
unrelated business activity of its unrelated business activity represents
on either an actual or a pro forma basis more than fifteen percent of its
consolidated net worth at the close of its preceding fiscal year or of its
consolidated net earnings for such fiscal year.
4. The term "unrelated business activity" means any business activity
not authorized for a savings bank or any subsidiary thereof.
C. In addition, for a period of three years following completion of the
Conversion, no Person may make directly, or indirectly, any offer to acquire or
actually acquire Capital Stock of the Converted Savings Bank if, after
consummation of such acquisition, such person would be the beneficial owner of
more than ten percent of the Converted Savings Bank's Capital Stock, without the
prior approval of the Division. However, approval is not required for purchases
directly from the Savings Bank or the underwriters or selling group acting on
its behalf with a view towards public resale, or for purchases not exceeding one
percent per annum of the shares outstanding. Civil penalties may be imposed by
the Division for willful violation or assistance of any violation.
D. The Holding Company may provide in its articles of incorporation a
provision that, for a specified period of up to five years following the date of
the completion of the Conversion, no Person shall directly or indirectly offer
to acquire or actually acquire the beneficial ownership of more than 10% of any
class of equity security of the Holding Company. Such provisions would not
apply to acquisition of securities by Tax-Qualified Employee Stock Benefit Plans
provided that such plans do not have beneficial ownership of more than 25% of
any class of equity security of the Holding Company. The Holding Company may
provide in its articles of incorporation for such other provisions affecting the
acquisition of its stock as shall be determined by its Board of Directors.
XV. Directors and Officers of the Converted Savings Bank
----------------------------------------------------
The Conversion is not intended to result in any change in the trustees or
Officers. Each Person serving as a trustee of the Savings Bank at the time of
Conversion shall continue to serve as a member of the Converted Savings Bank's
Board of Directors, subject to the Converted Savings Bank's charter and bylaws.
The Persons serving as Officers immediately prior to the Conversion will
continue to serve at the discretion of the Board of Directors in their
respective capacities as Officers of the Converted Savings Bank. In connection
with the Conversion, the Savings Bank and the Holding Company may enter into
employment agreements on such terms and with such officers as shall be
determined by the Boards of Directors of the Savings Bank and the Holding
Company.
XVI. Executive Compensation
----------------------
The Savings Bank and the Holding Company may adopt, subject to any required
approvals, executive compensation or other benefit programs, including but not
limited to compensation plans involving stock options, stock appreciation
rights, restricted stock grants, employee recognition programs and the like.
XVII. Amendment or Termination of Plan
--------------------------------
If necessary or desirable, the Plan may be amended by a two-thirds vote of
the Savings Bank's Board of Trustees, at any time prior to submission of the
Plan and proxy materials to the Members. At any time after submission of the
Plan and proxy materials to the Members, the Plan may be amended by a two-thirds
vote of the Board of Trustees only with the concurrence of the Division. The
Plan may be terminated by a two-thirds vote of the Board of Trustees at any time
prior to the Special Meeting, and at any time following such Special Meeting
with
A-16
<PAGE>
the concurrence of the Division. In its discretion, the Board of Trustees may
modify or terminate the Plan upon the order of the regulatory authorities
without a resolicitation of proxies or another meeting of the Members.
In the event that mandatory new regulations pertaining to conversions are
adopted by the Division prior to the completion of the Conversion, the Plan
shall be amended to conform to the new mandatory regulations without a
resolicitation of proxies or another meeting of Members. In the event that new
conversion regulations adopted by the Division prior to completion of the
Conversion contain optional provisions, the Plan may be amended to utilize such
optional provisions at the discretion of the Board of Trustees without a
resolicitation of proxies or another meeting of Members.
By adoption of the Plan, the Members authorize the Board of Trustees to
amend and/or terminate the Plan under the circumstances set forth above.
XVIII. Expenses of the Conversion
--------------------------
The Holding Company and the Savings Bank shall use their best efforts to
assure that expenses incurred in connection with the Conversion shall be
reasonable.
XIX. Contributions to Tax-Qualified Plans
------------------------------------
The Holding Company and/or the Converted Savings Bank may make
discretionary contributions to the Tax-Qualified Employee Stock Benefit Plans,
provided such contributions do not cause the Converted Savings Bank to fail to
meet its regulatory capital requirements.
* * *
A-17
<PAGE>
EXHIBIT B
AMENDED ARTICLES OF INCORPORATION
OF
TIMBERLAND SAVINGS BANK, SSB
The following shall constitute the Amended Articles of Incorporation of
Timberland Savings Bank, SSB, a stock savings bank as defined under Title 32 of
the Revised Code of Washington (hereinafter the "RCW").
ARTICLE I
NAME
The name of the savings bank is Timberland Savings Bank, SSB (hereinafter
the "savings bank").
ARTICLE II
OFFICE
The principal office of the savings bank shall be located at 624 Simpson
Avenue, in the City of Hoquiam and the County of Grays Harbor, State of
Washington.
ARTICLE III
DURATION
The duration of the savings bank is perpetual.
ARTICLE IV
PURPOSE AND POWERS
The nature of the business and the objects and purposes to be transacted,
promoted or carried on by the savings bank are to engage in any lawful act of
business for which savings banks may be organized under the laws of the State of
Washington as now in existence or as such laws may hereafter be amended, or as
may be preempted by Federal law.
ARTICLE V
CAPITAL STOCK
The total number of shares of all classes of capital stock which the
savings bank has authority to issue is 10,000, of which 1,000 shall be common
stock of par value of $1.00 per share, and of which 9,000 shall be preferred
stock. The shares may be issued from time to time as authorized by the Board of
Directors without further approval of the stockholders, except to the extent
that such approval is required by governing law, rule or regulation. The
consideration for the issuance of the shares shall be paid in full before their
issuance and shall not be less than the par value per share. Neither promissory
notes nor future services shall constitute payment or part payment for the
issuance of shares of the savings bank. The consideration for the shares shall
be cash, tangible or intangible property, labor, or services actually performed
for the savings bank, or any combination of the foregoing. In the absence of
actual fraud in the transaction, the value of such property, labor or services,
as determined by the Board of Directors of the savings bank, shall be
conclusive. Upon payment of such consideration such shares shall be deemed to
be fully paid and nonassessable. Upon authorization by its Board of Directors,
the savings bank may issue its own shares in exchange for or in conversion of
its outstanding shares or distribute its own shares, pro rata to its
shareholders or the shareholders of one or more classes or series, to effectuate
stock dividends or splits, and any such transaction shall not require
consideration.
<PAGE>
Nothing contained in this Article V shall entitle the holders of any class
or series of capital stock to vote as a separate class or series or to more than
one vote per share, with no cumulative voting in the election of directors.
A description of the different classes and series (if any) of the savings
bank's capital stock and a statement of the designations, and the relative
rights, preferences and limitations of the shares of each class and series (if
any) of capital stock are as follows:
A. Common Stock. Except as provided in this Article V, the holders of the
------------
common stock shall exclusively possess all voting power. Each holder of shares
of common stock shall be entitled to one vote for each share held by such
holder.
Whenever there shall have been paid, or declared and set aside for payment,
to the holders of the outstanding shares of any class of stock having preference
over the common stock as to the payment of dividends, the full amount of
dividends and of sinking fund, retirement fund or other retirement payments, if
any, to which such holders are respectively entitled in preference to the common
stock, then dividends may be paid on the common stock and on any class or series
of stock entitled to participate therewith as to dividends out of any assets
legally available for the payment of dividends.
In the event of any liquidation, dissolution or winding up of the savings
bank, the holders of the common stock (and the holders of any class or series of
stock entitled to participate with the common stock in the distribution of
assets) shall be entitled to receive, in cash or in kind, the assets of the
savings bank available for distribution remaining after: (i) payment or
provision for payment of the savings bank's debts and liabilities; (ii)
distributions or provision for distributions in settlement of its liquidation
account; and (iii) distributions or provision for distributions to holders of
any class or series of stock having preference over the common stock in the
liquidation, dissolution or winding up of the savings bank. Each share of
common stock shall have the same relative rights as and be identical in all
respects with all the other shares of common stock.
B. Preferred Stock. The Board of Directors of the savings bank is
---------------
authorized by resolution or resolutions from time to time adopted to provide for
the issuance of serial preferred stock in series and to fix and state the voting
powers, designations, preferences and relative, participating, optional or other
special rights of the shares of each such series and the qualifications,
limitations and restrictions thereof, including, but not limited to,
determination of any of the following:
(a) The distinctive serial designation and the number of shares
constituting such series;
(b) The dividend rate or the amount of dividends to be paid on the shares
of such series, whether dividends shall be cumulative and, if so, from which
date or dates, the payment date or dates for dividends, and the participating or
other special rights, if any, with respect to dividends;
(c) The voting powers, full or limited, if any, of shares of such series;
(d) Whether the shares of such series shall be redeemable and, if so, the
price or prices at which, and the terms and conditions on which, such shares may
be redeemed;
(e) The amount or amounts payable upon the shares of such series in the
event of voluntary or involuntary liquidation, dissolution or winding up of the
savings bank;
(f) Whether the shares or such series shall be entitled to the benefit of
a sinking or retirement fund to be applied to the purchase or redemption of such
shares, and if so entitled, the amount of such fund and the manner of its
application, including the price or prices at which such shares may be redeemed
or purchased through the application of such fund;
B-2
<PAGE>
(g) Whether the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes or of any other series of
the same or any other class or classes of stock of the savings bank, and, if so
convertible or exchangeable, the conversion prices or prices, or the rate or
rates of exchange, and the adjustments thereof, if any, at which such conversion
or exchange may be made, and any other terms and conditions of such conversion
or exchange;
(h) The price or other consideration for which the shares of such series
shall be issued; and
(i) Whether the shares of such series which are redeemed or converted
shall have the status of authorized but unissued shares of serial preferred
stock and whether such shares may be reissued as shares of the same or any other
series of serial preferred stock.
Each share of each series preferred stock shall have the same relative
rights as and be identical in all respects with all other shares of the same
series.
ARTICLE VI
PREEMPTIVE RIGHTS
Holders of the capital stock of the savings bank shall not be entitled to
preemptive rights with respect to any shares of the savings bank which may be
issued.
ARTICLE VII
CERTAIN PROVISIONS APPLICABLE FOR FIVE YEARS
Notwithstanding anything contained in the savings bank's article of
incorporation or bylaws to the contrary, for a period of five years from the
effective date of these Articles of Incorporation, the following provisions
shall apply:
A. Beneficial Ownership Limitation. No person, other than Timberland
-------------------------------
Bancorp, Inc., the holding company for the savings bank, shall directly or
indirectly offer to acquire or acquire the beneficial ownership of more than 10%
of any class of an equity security of the savings bank. This limitation shall
not apply to a transaction in which the savings bank forms a savings and loan
holding company or a bank holding company without change in the respective
beneficial ownership interests of its stockholders other than pursuant to the
exercise of any dissenter and appraisal rights or the purchase of shares by
underwriters in connection with a public offering, or to the shares held by such
holding company in excess of 10% of any class of any equity security of the
savings bank.
In the event shares are acquired in violation of this Article VII, all
shares beneficially owned by any person in excess of 10% shall be considered
"excess shares" and shall not be counted as shares entitled to vote and shall
not be voted by any person or counted as voting shares in connection with any
matters submitted to the stockholders for a vote. The terms "person" and
"affiliate" shall have the meaning defined in Sections 32.32.435 and 32.32.025,
respectively, of the RCW as now or hereafter in effect.
B. Call for Special Meetings. Special meetings of stockholders relating
-------------------------
to changes in control of the savings bank or amendments to its charter shall be
called only upon direction of the Board of Directors.
ARTICLE VIII
DIRECTORS
The savings bank shall be under the direction of a Board of Directors. The
number of directors shall be as stated in the savings bank's Bylaws, but in no
event shall be fewer than five.
B-3
<PAGE>
ARTICLE IX
DIRECTORS
The name, occupation and residential addresses of each persons who shall
serve as the Board of Directors of the savings bank are as follows:
<TABLE>
<CAPTION>
NAME OCCUPATION ADDRESS
- ---- ---------- -------
<S> <C> <C>
Clarence E. Hamre President and Chief Executive 90 Westview Drive, Hoquiam, WA 98550
Officer of Savings Bank
Michael R. Sand Executive Vice President, 128 Beacon Hill Drive, Hoquiam, WA 98550
and Secretary of Savings Bank
Andrea M. Clinton Interior Designer 4520 Green Cove Ct., N.W., Olympia, WA 98502
Robert Backstrom Retired owner of insurance 608 W. McBryde, Montesano, WA 98563
and real estate company
Richard R. Morris Owner of retail grocery 447 Dolphin Avenue, N.E., Ocean Shores, WA 95869
Alan E. Smith Owner of retail pharmacy 100 Gale Street, Hoquiam, WA 98550
Peter J. Majar General manager of 540 Bel Aire, Aberdeen, WA 98520
plywood manufacturer
Jon C. Parker Attorney 320 Prospect Avenue, Hoquiam, WA 98550
James C. Mason Owner of a timber company 1300 Robert Gray Blvd., Aberdeen, WA 98520
</TABLE>
ARTICLE X
REMOVAL OF DIRECTORS
Notwithstanding any other provisions of these Articles of Incorporation or
the savings bank's Bylaws (and notwithstanding the fact that some lesser
percentage may be specified by law, these articles and certificate of
incorporation or the savings bank's Bylaws), any director or the entire Board of
Directors may be removed at any time, but only by the affirmative vote of the
holders of a majority of the total votes eligible to be cast at a legal meeting
called expressly for such purpose.
ARTICLE XI
REGISTERED OFFICE AND AGENT
The registered office of the savings bank shall be located at 624 Simpson
Avenue, Hoquiam, Washington. The registered agent of the savings bank at such
address shall be Clarence E. Hamre.
ARTICLE XII
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
Any person against whom any action is brought or threatened by reason of
the fact that such person is or was a director, officer or employee of this
savings bank shall be indemnified by the savings bank to the fullest extent
authorized by Washington law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the savings bank to provide broader indemnification
B-4
<PAGE>
rights than permitted prior thereto), for any amount for which such person
becomes liable by reason of any judgment in such action; reasonable costs and
expenses, including reasonable attorney's fees, actually paid or incurred by
such person in connection with proceedings related to the defense or settlement
of such action, and reasonable costs and expenses, including reasonable
attorney's fees, actually paid or incurred in any action to enforce his rights
under this Article XII that results in a final judgment in favor of such person.
However, even if the proceedings do not result in a final judgment on the merits
in favor of the director, officer or employee, the Board of Directors may make
the indemnification provided in the preceding sentence, provided that a majority
of disinterested directors determine that such director or officer was acting in
good faith within the scope of his employment or authority as he could
reasonable have perceived it under the circumstances and for purposes he could
reasonable have believed under the circumstances were in the best interests of
this savings bank or its stockholders. If a majority of the directors concludes
that, in connection with an action, any person ultimately may become entitled to
indemnification under this Article XII, the directors may authorize payment of
reasonable costs and expenses, including reasonable attorney's fees, arising
from the defense or settlement of such action; provided, however, that before
making advance payment of expenses under this Article XII, the savings bank
shall obtain an agreement that the savings bank will be repaid if the person on
whose behalf payment is made is later determined not to be entitled to such
indemnification. The Board of Directors may authorize the obtaining of
insurance to protect against such losses.
ARTICLE XIII
LIMITATION OF DIRECTORS' LIABILITY
Effective July 1, 1990 and to the fullest extent permitted by Washington
law, as it now exists or may hereafter be amended, a director of this savings
bank shall not be personally liable to the savings bank or its stockholders for
monetary damages for conduct as a director, except for liability of the director
for acts or omissions that involve: (i) intentional misconduct by the director;
(ii) a knowing violation of law by the director; (iii) conduct violating Section
23B.08.310 of the RCW regarding unlawful distributions; or (iv) any transaction
from which the director will personally receive a benefit in money, property or
services to which the director is not legally entitled. An amendment or repeal
of this Article XIII shall not adversely affect any right or protection of a
director of the savings bank existing at the time of such amendment or repeal.
ARTICLE XIV
AMENDMENT OF CHARTER
No amendment to these articles and certificate of incorporation shall be
made unless such is first approved by a majority of the directors of the savings
bank and thereafter approved by the stockholders by a majority of the total
votes eligible to be cast at a lawful meeting. All amendments to these articles
of incorporation shall be subject to the approval of the Supervisor of Banking,
State of Washington.
ARTICLE XV
ASSETS, LIABILITIES AND CAPITAL
The savings bank's total assets, total liabilities and total capital as of
September 30, 1997 is $________, $__________ and $__________, respectively.
B-5
<PAGE>
ARTICLE XVI
DECLARATION OF SIGNERS
Each of the undersigned hereby declares that he will accept the
responsibilities and faithfully discharge the duties of a Director of the
savings bank, and that he is free from all disqualifications specified in the
RCW applicable to savings banks.
Executed this ______ day of _______________, 1997
- ---------------------------- ----------------------------------
Clarence E. Hamre Alan E. Smith
- ---------------------------- ----------------------------------
Michael R. Sand Peter J. Majar
- ---------------------------- ----------------------------------
Andrea M. Clinton Jon C. Parker
- ---------------------------- ----------------------------------
Robert Backstrom James C. Mason
- ----------------------------
Richard R. Morris
B-6
<PAGE>
EXHIBIT C
AMENDED BYLAWS OF
TIMBERLAND SAVINGS BANK, SSB
ARTICLE I
PRINCIPAL OFFICE
The principal office of the savings bank shall be located in the City and
County of Grays Harbor, in the State of Washington.
ARTICLE II
STOCKHOLDERS
SECTION 1. PLACE OF MEETINGS. All annual and special meetings of the
stockholders shall be held at the principal office of the savings bank or at
such other place within the State of Washington as the Board of Directors may
determine.
SECTION 2. ANNUAL MEETING. A meeting of the stockholders of the savings
bank for the election of directors and for the transaction of any other business
of the savings bank shall be held annually on the third Tuesday of January, if
not a legal holiday, and if a legal holiday, then on the next day following
which is not a legal holiday, at 2:00 p.m., Pacific time, or at such other date
and time within 120 days after the end of the savings bank's fiscal year as the
Board of Director may determine.
SECTION 3. SPECIAL MEETINGS. Special meetings of the stockholders for any
purpose or purposes may be called at any time by the chairman of the board, the
president, or a majority of the Board of Directors, and shall be called by the
chairman of the board, the president or the secretary upon the written request
of the holders of not less than one-tenth of all the outstanding capital stock
of the savings bank entitled to vote at the meeting. Such written request shall
state the purpose or purposes of the meeting and shall be delivered at the
principal office of the savings bank addressed to the chairman of the board, the
president or the secretary.
SECTION 4. CONDUCT OF MEETINGS. Annual and special meetings shall be
conducted in accordance with rules prescribed by the presiding officer of the
meeting, unless otherwise prescribed by these bylaws. The Board of Directors
shall designate, when present, either the chairman of the board or the president
to preside at such meetings.
SECTION 5. NOTICE OF MEETING. Written notice stating the place, day and
hour of the meeting and the purpose or purposes for which the meeting is called
shall be delivered not less than 20 nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the chairman of
the board, the president, or the secretary, or the directors calling the
meeting, to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the mail,
addressed to the stockholder at the address as it appears on the stock transfer
books or records of the savings bank as of the record date prescribed in Section
6 of this Article II, with postage thereon prepaid. When any stockholders'
meeting, either annual or special, is adjourned for 30 days or more, notice of
the adjourned meeting shall be given as in the case of an original meeting. It
shall not be necessary to give any notice of the time and place of any meeting
adjourned for less than 30 days or of the business to be transacted at the
meeting, other than an announcement at the meeting at which such adjournment is
taken.
SECTION 6. FIXING OF RECORD DATE. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the Board of
C-1
<PAGE>
Directors shall fix, in advance, a date as the record date for any such
determination of stockholders. Such date in any case shall be not more than 60
days, and in case of a meeting of stockholders, not less than 20 days prior to
the date on which the particular action, requiring such determination of
stockholders, is to be taken. When a determination of stockholders entitled to
vote at any meeting of stockholders has been made as provided in this section,
such determination shall apply to any adjournment.
SECTION 7. VOTING LISTS. At least 20 days before each meeting of the
stockholders, the officer or agent having charge of the stock transfer books for
shares of the savings bank shall make a complete list of the stockholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
This list of stockholders shall be kept on file at the home office of the
savings bank and shall be subject to inspection by any stockholder at any time
during usual business hours, for a period of 20 days prior to such meeting.
Such list shall also be produced and kept open at the time and place of the
meeting and shall be subject to inspection by any stockholder during the entire
time of the meeting. The original stock transfer book shall be prima facie
evidence of the stockholders entitled to examine such list or transfer books or
to vote at any meeting of stockholders.
SECTION 8. STOCKHOLDER ACCESS TO BOOKS AND RECORDS. Any stockholder or
group of stockholders of the savings bank who (1) have held of record voting
stock of the savings bank for at least six months before making written demand,
or (2) hold of record not less than five percent of the total outstanding voting
stock of the savings bank, upon making written demand to the secretary of the
savings bank under oath and stating the purpose thereof, shall have the right to
examine for any proper purpose, in person or by agent, at any reasonable time or
times, its books and records of accounts, minutes, and record of stockholders,
and to make extracts therefrom. A "proper purpose" shall mean a purpose
reasonable related to such person's interest as a stockholder. No stockholder
or group of stockholders of the savings bank shall have any other right under
this section or common law to examine its books and records of account, minutes
and record of stockholders, except as provided in these bylaws with respect to
inspection of a list of stockholders.
The right to examination authorized by this Section 8 may be denied to any
stockholder or group of stockholders upon the refusal of any stockholder or
group of stockholders to furnish the savings bank, its transfer agent or
registrar an affidavit that such examination or inspection is not desired for
any purpose which is in the interest of a business or object other than the
business of the savings bank, that such stockholder has not within the two years
preceding the date of the affidavit sold or offered for sale, and does not now
intend to sell or offer for sale, any list of stockholders of the savings bank
or of any other savings bank, and that such stockholder has not within said two-
year period assisted any person in procuring any list of stockholders for
purposes of selling or offering for sale such list. The savings bank may deny a
demand under this Section 8 if the requesting stockholder has improperly used
any information secured through prior examination of the books and records of
accounts, or minutes, or record of stockholders.
Notwithstanding any provision of this Section 8 or common law, no
stockholder, group of stockholders, or any other person shall have the right to
obtain, inspect or copy any portion of any books or records of the savings bank
containing: (1) a list of depositors in or borrowers from the savings bank; (2)
their addresses; (3) individual deposit or loan balances or records; or (4) any
data from which such information could be reasonably constructed.
SECTION 9. QUORUM. One-third of the outstanding shares of the savings
bank entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of stockholders. If less than a quorum of the outstanding
shares is represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
C-2
<PAGE>
SECTION 10. PROXIES. At all meetings of stockholders, a stockholder may
vote by proxy executed in writing by the stockholder or by his duly authorized
attorney in fact. Proxies solicited on behalf of the management shall be voted
as directed by the stockholder or, in the absence of such direction, as
determined by a majority of the Board of Directors. No proxy shall be valid
after eleven months from the date of its execution unless otherwise provided in
the proxy.
SECTION 11. VOTING OF SHARES IN THE NAME OF TWO OR MORE PERSONS. When
ownership stands in the name of two or more persons, in the absence of written
directions to the savings bank to the contrary, at any meeting of the
stockholders of the savings bank any one or more of such stockholders may cast,
in person or by proxy, all votes to which such ownership is entitled. In the
event an attempt is made to cast conflicting votes, in person or by proxy, by
the several persons in whose name shares of stocks stand, the vote or votes to
which these persons are entitled shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting, but
no votes shall be cast for such stock if a majority cannot agree.
SECTION 12. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another savings bank may be voted by any officer, agent or proxy as the
bylaws of such savings bank may prescribe, or, in the absence of such provision,
as the board of directors of such savings bank may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name. Shares standing in the name of a
receiver may be voted by such receiver, and shares held by or under the control
of a receiver may be voted by such receiver without the transfer thereof into
his name if authority so to do is contained in an appropriate order of the court
or other public authority by which such receiver was appointed.
A stockholder, whose shares are pledged, shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter, the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the savings bank, nor
shares held by another savings bank, if a majority of the shares entitled to
vote for the election of directors of such other savings bank held by the
savings bank, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.
SECTION 13. VOTING. Every stockholder entitled to vote at any meeting
shall be entitled to one vote for each share of stock held by him. Unless
otherwise provided in the charter of the savings bank, by statute, or by these
bylaws, a majority of those votes cast by stockholders at a lawful meeting shall
be sufficient to pass on a transaction or matter.
SECTION 14. NOMINATING COMMITTEE. Only persons who are nominated in
accordance with the procedures set forth in this Section 14 shall be eligible
for election as directors. The Board of Directors shall act as a nominating
committee for selecting the management nominees for election as directors.
Except in the case of a nominee substituted as a result of the death or other
incapacity of a management nominee, the nominating committee shall deliver
written nominations to the secretary at least 20 days prior to the date of the
annual meeting. Upon delivery, such nominations shall forthwith be posted in a
conspicuous place in each office of the savings bank. Provided such committee
makes such nominations, no nominations for directors, except those made by the
nominating committee, shall be voted upon at the annual meeting, unless other
nominations by stockholders are made in accordance with the provisions of this
Section 14.
Nominations of individuals for election to the Board of Directors of the
savings bank at an annual meeting of stockholders may be made by any stockholder
of the savings bank entitled to vote for the election of directors at that
meeting who complies with the notice procedures set forth in Section 14. Such
nominations, other than those made by the Board of Directors acting as
nominating committee, shall be made pursuant to timely notice in writing to the
secretary of the savings bank as set forth in this Section 14. To be timely, a
stockholder's notice shall be
C-3
<PAGE>
delivered to or received at the principal executive offices of the savings bank
not later than 20 days prior to the meeting; provided, however, that in the
event that less than 30 days' notice of the date of the meeting is given to
stockholders (which notice must be accompanied by a proxy or information
statement which identifies the nominees of the Board of Directors), notice by
the stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed. Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or re-
election as a director, (i) the name, age, business address, and residence
address of such person, (ii) the principal occupation or employment of such
person, and (iii) such person's written consent to serving as a director, if
elected; (b) as to the stockholder giving the notice, (i) the name and address
of such stockholder, and (ii) the class and number of shares of the savings bank
which are owned of record by such stockholder.
At the request of the Board of Directors, any person nominated by the Board
of Directors for election as a director shall furnish to the secretary of the
savings bank that information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee together with the required written
consents. No person shall be elected as a director of the savings bank unless
nominated in accordance with the procedures set forth in this Section 14.
Ballots bearing the name of all the persons nominated by the nominating
committee and by stockholders shall be provided for use at the annual meeting.
If the nominating committee shall fail or refuse to act at least 20 days prior
to the annual meeting, nominations for directors may be made at the annual
meeting by any stockholder entitled to vote and shall be voted upon.
SECTION 15. NEW BUSINESS. At an annual meeting of stockholders, only such
new business shall be conducted, and only such proposals shall be acted upon, as
shall have been properly brought before the meeting. Notwithstanding anything
in these Bylaws to the contrary, no business shall be conducted at an annual
meeting, except in accordance with the procedures set forth in this Section 15.
For any new business proposed by management to be properly brought before
the annual meeting, such new business shall be approved by the Board of
Directors, either directly or through its approval of proxy solicitation
materials related thereto, and shall be stated in writing and filed with the
secretary of the savings bank at least 20 days before the date of at the annual
meeting, and all business so stated, proposed and filed shall be considered at
the annual meeting. Any stockholder may make any other proposal at the annual
meeting and the same may be discussed and considered, but unless properly
brought before the meeting, such proposal shall not be acted upon at the
meeting.
For a proposal to be properly brought before the annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the secretary of the savings bank. To be timely, a stockholder's notice must be
delivered to or received at the principal executive offices of the savings bank,
not less than 20 days prior to the meeting; provided, however, that in the event
that less than 30 days' notice of the date of the meeting is given to
stockholders (which notice shall be accompanied by a proxy or information
statement which describes each matter proposed by the Board of Directors to be
acted upon at the meeting), notice by the stockholder to be timely must be so
received not later than the close of business on the 10th day following the day
on which such notice of the date of the annual meeting was mailed. A
stockholder's notice to the secretary shall set forth as to each such matter the
stockholder proposes such business, and (c) the class and number of shares of
the savings bank which are owned of record by the stockholder.
SECTION 16. INFORMAL ACTION BY STOCKHOLDERS. Any action required to be
taken at a meeting of the stockholders, or any other action which may be taken
at a meeting of the stockholders, may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be given by all of the
stockholders entitled to vote with respect to the subject matter.
SECTION 17. STOCKHOLDER DERIVATIVE ACTIONS. No action shall be brought by
a stockholder to enforce a right of the savings bank unless the plaintiff was a
holder of record of stock at the time of the transaction of which he or she
complains, or his or her stock thereafter devolved upon him or her by operation
of law from a person who
C-4
<PAGE>
was a holder of record at such time. Any action shall include information as to
the efforts, if any, made to obtain the action the stockholder desires from the
Board of Directors and, if necessary, from the stockholders, and the reason for
the failure to obtain such action or for not making the effort.
In any action hereafter instituted to enforce a right of the savings bank
by the holder or holders of record of stock of the savings bank, the court
having jurisdiction, upon final judgment and a finding that the action was
brought without reasonable cause, may require the plaintiff or plaintiffs to pay
to the parties named as defendant or the savings bank if it has indemnified
those parties, the reasonable expenses, including attorneys' fees, incurred by
them in the defense of such action.
In any action now pending or hereafter instituted or maintained to enforce
a right of the savings bank by the holders of record of less than five percent
of the outstanding stock of any class of the savings bank, unless the stock so
held has a market value in excess of $25,000, the savings bank on whose behalf
such action is brought shall be entitled at any time before final judgment to
require the plaintiff or plaintiffs to give security for the reasonable
expenses, including attorneys' fees, that may be incurred by the savings bank in
connection with such action or may be incurred by other parties named as
defendant for which the savings bank may become legally liable. Market value
shall be determined as of the date that the plaintiff institutes the action or,
in the case of any intervenor, as of the date that he or she becomes a party to
the action. The amount of such security may from time to time be increased or
decreased, in the discretion of the court, upon showing that the security
provided has or may become inadequate or is excessive. The savings bank shall
have recourse to such security in such amount as the court having jurisdiction
shall determine upon the termination of such action, whether or not the court
finds the action was brought without reasonable cause.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. All corporate powers shall be exercised by, or
under authority of, and the business and affairs of the savings bank shall be
managed under the direction of, the Board of Directors. The Board of Directors
shall annually elect a chairman of the board and a president from among its
members and shall designate, when present, either the chairman of the board or
the president to preside at its meetings.
SECTION 2. NUMBER, TERM AND ELECTION. The Board of Directors shall
consist of nine (9) members divided into three classes as nearby equal in number
as possible. The member of each class shall be elected by ballot for a term of
(3) years and shall serve until his or her successor is elected and qualified.
One class shall be elected by ballot each year at the annual meeting.
SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice than this bylaw immediately after the annual
meeting of stockholders, and at the same place as other regularly scheduled
meetings of the Board of Directors. The Board of Directors may provide, by
resolution, the time and place, within the savings bank's normal lending
territory, for the holding of additional regular meetings without other notice
than such resolution.
SECTION 4. QUALIFICATIONS. A person shall not be a Director of the
savings bank if that individual: (i) is not a resident of a state of the United
States; (ii) has been adjudicated a bankrupt or has taken the benefit of any
insolvency law or has made a general assignment for the benefit or creditors;
(iii) has suffered a judgment for a sum of money which has remained unsatisfied
after all legal proceedings have been of record or unsecured on appeal for a
period of more than three months; (iv) is a director, officer, clerk or other
employee of any other savings bank; (v) is a director of a bank, trust company,
or national banking association, a majority of the Board of Directors of which
are directors of this savings bank; or (vi) is 75 years of age or older.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, the President,
or one-third of the directors. The persons authorized to call
C-5
<PAGE>
special meetings of the Board of Directors may fix any place, within the savings
bank's normal lending territory, as the place for holding any special meeting of
the Board of Directors called by such persons.
Members of the Board of Directors may participate in special meetings by
means of conference telephone or similar communications equipment by which all
persons participating in the meeting can hear each other. Such participation
shall constitute attendance in person, but shall not constitute attendance for
the purpose of compensation pursuant to Section 12 of this Article.
SECTION 6. NOTICE OF SPECIAL MEETING. Written notice of any special
meeting shall be given to each director at least two days prior thereto, when
delivered personally or by telegram, or at least five days prior thereto, when
delivered by mail at the address at which the director is most likely to be
reached. Such notice shall be deemed to be delivered when deposited in the mail
so addressed, with postage thereon prepaid if mailed, or when delivered to the
telegraph company if sent by telegram. Any director may waive notice of any
meeting by a writing filed with the secretary. The attendance of a director at
a meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
SECTION 7. QUORUM. A majority of the number of directors fixed by Section
2 of this Article III shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors, but if less than such majority is
present at a meeting, a majority of the directors present may adjourn the
meeting from time to time. Notice of any adjourned meeting shall be given in
the same manner as prescribed by Section 6 of this Article III.
SECTION 8. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless a greater number is prescribed by these Bylaws.
SECTION 9. ACTION WITHOUT A MEETING. Any action required or permitted to
be taken by the Board of Directors at a meeting may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the directors.
SECTION 10. RESIGNATION. Any director may resign at any time by sending a
written notice of such resignation to the home office of the savings bank
addressed to the chairman of the board or the president. Unless otherwise
specified therein, such resignation shall take effect upon receipt thereof by
the chairman of the board or the president. More than three consecutive
absences from regular meetings of the Board of Directors, unless excused by
resolution of the Board of Directors, shall automatically constitute a
resignation, effective when such resignation is accepted by the Board of
Directors.
SECTION 11. VACANCIES. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors,
although less than a quorum of the Board of Directors. A director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office. A directorship to be filled by reason of an increase in the number of
directors may be filled by election by the Board of Directors for a term
continuing only until the next election of directors by the stockholders.
SECTION 12. COMPENSATION. A director may receive, by the affirmative vote
of a majority of all the directors, reasonable compensation for (i) attendance
at meetings of the Board of Directors; (ii) service as an officer of the savings
bank, provided his duties as officer require and receive his regular and
faithful attendance at the savings bank; (iii) service in appraising real
property for the savings bank; and (iv) service as a member of a committee of
the Board of Directors; provided, however, that a director receiving
compensation for services as an officer pursuant to (ii) shall not receive any
additional compensation for service under (i), (iii) or (iv).
C-6
<PAGE>
SECTION 13. PRESUMPTION OF ASSENT. A director of the savings bank who is
present at a meeting of the Board of Directors at which action on a savings bank
matter is taken shall be presumed to have assented to the action taken unless
his or her dissent or abstention shall be entered in the minutes of the meeting
or unless he or she shall file his written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the secretary of the savings
bank within five (5) days after the date he receives a copy of the minutes of
the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.
SECTION 14. PERFORMANCE OF DUTIES. A director shall perform his or her
duties as a director, including the duties as a member or any committee of the
board upon which he or she may serve, in good faith, in a manner he or she
reasonable believes to be in the best interest of the savings bank, and with
such care as an ordinarily prudent person in a like position would use under
similar circumstances. In performing such duties, a director shall be entitled
to rely on information, opinion, reports or statements, including financial
statements and other financial data, in each case prepared or presented by: (i)
one or more officers or employees of the savings bank whom the director
reasonably believes to be reliable and competent in the matters presented; (ii)
counsel, public accountants or other persons as to matters which the director
reasonably believes to be within such person's professional or expert
competence; or (iii) a committee of the board upon which he or she does not
serve, duly designated in accordance with a provision of these Bylaws, as to
matters within it designated authority, which committee the director reasonable
believes to merit confidence. However, a director shall not be considered to be
acting in good faith if he or she has knowledge concerning the matter in
question that would cause such reliance to be unwarranted.
ARTICLE IV
EXECUTIVE AND OTHER COMMITTEES
SECTION 1. APPOINTMENT. The Board of Directors, by resolution adopted by
a majority of the full Board, may designate the chief executive officer and two
(2) or more of the other directors to constitute an executive committee. The
designation of any committee pursuant to this Article IV, and the delegation of
authority thereto, shall not operate to relieve the Board of Directors, or any
director, of any responsibility imposed by law or regulation.
SECTION 2. AUTHORITY. The executive committee, when the Board of
Directors is not in session, shall have and may exercise all of the authority of
the Board of Directors, except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee; and except also
that the executive committee shall not have the authority of the Board of
Directors with reference to: the declaration of dividends; the amendment of the
charter of the savings bank or bylaws of the savings bank, or recommending to
the stockholders a plan of merger, consolidation, or conversion; the sale,
lease, or other disposition of all or substantially all of the property and
assets of the savings bank otherwise than in the usual and regular course of its
business; a voluntary dissolution of the savings bank; a revocation of any of
the foregoing; or the approval of a transaction in which any member of the
executive committee, directly or indirectly, has any material beneficial
interest.
SECTION 3. TENURE. Subject to the provision of Section 8 of this Article
IV, each member of the executive committee shall hold office until the next
regular annual meeting of the Board of Directors following his or her
designation and until his or her successor is designated as a member of the
executive committee.
SECTION 4. MEETINGS. Regular meetings of the executive committee may be
held without notice at such times and places as the executive committee may fix
from time to time by resolution. Special meetings of the executive committee
may be called by any member thereof upon not less than one day's notice stating
the place, date, and hour of the meeting, which notice may be written or oral.
Any member of the executive committee may waive notice of any meeting and no
notice of any meeting need be given to any member thereof who attends in person.
The notice of a meeting of the executive committee need not state the business
proposed to be transacted at the meeting.
C-7
<PAGE>
SECTION 5. QUORUM. A majority of the members of the executive committee
shall constitute a quorum for the transaction of any business at a meeting
thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
SECTION 6. ACTION WITHOUT A MEETING. Any action required or permitted to
be taken by the Executive Committee at a meeting may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the members of the executive committee.
SECTION 7. VACANCIES. Any vacancy in the executive committee may be
filled by a resolution adapted by a majority of the full Board of Directors.
SECTION 8. RESIGNATIONS AND REMOVAL. Any member of the executive committee
may be removed at any time with or without cause by resolution adopted by a
majority of the full Board of Directors. Any member of the executive committee
may resign from the executive committee at any time by giving written notice to
the president or secretary of the savings bank. Unless otherwise specified
thereon, such resignation shall take effect upon receipt. The acceptance of
such resignation shall not be necessary to make it effective.
SECTION 9. PROCEDURE. The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure, which shall not
be inconsistent with these bylaws. It shall keep regular minutes of its
proceedings and report the same to the Board of Directors for its information at
the meeting next after the proceedings shall have occurred.
SECTION 10. AUDIT COMMITTEE. At each annual meeting of the Board of
Directors, the chairman, with the approval of the Board, shall appoint from
among members of the Board, an Audit Committee consisting of not less than three
members of the Board, none of whom may be members of management, all of whom
shall serve until the next annual meeting and until their successors are
appointed and confirmed.
The Audit Committee shall, on or before the last day of March and the last
day of October of each year, fully examine the records and affairs of the
savings bank for the purposes of determining its financial condition. The Board
may employ such assistants as it deems necessary to assist the Audit Committee
in making such examination. A report of such examination shall be presented to
the Board at a regular meeting of the Board of Directors held within 30 days
after the completion of the examination and shall be filed in the records of the
savings bank.
SECTION 11. OTHER COMMITTEES. The Board of Directors may, by resolution,
establish such other committees composed of directors as they may determine to
be necessary or appropriate for the conduct of the business of the savings bank
and may prescribe the duties, constitution, and procedures thereof.
ARTICLE V
OFFICERS
SECTION 1. POSITIONS. The officers of the savings bank shall include a
President, one or more Vice Presidents, a Secretary and a Treasurer, each of
whom shall be elected by the Board of Directors. The Board of Directors may
also designate the Chairman of the Board as an officer. The President shall be
the Chief Executive Officer, unless the Board of Directors designates the
Chairman of the Board as the Chief Executive Officer. The President shall be a
director of the bank. The offices of the Secretary and Treasurer may be held by
the same person and a Vice President may also be either the Secretary or the
Treasurer. The Board of Directors may designate one or more Vice Presidents as
Executive Vice President or Senior Vice President. The Board of Directors may
also elect or authorize the appointment of such other officers as the business
of the savings bank may require. The officers shall have such authority and
perform such duties as the Board of Directors may from time to time authorize or
determine. In the absence of action by the Board of Directors, the officers
shall have such powers and duties as generally pertain to their respective
offices.
C-8
<PAGE>
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the savings bank
shall be elected annually at the first meeting of the Board of Directors held
after each annual meeting of the stockholders. If the election of the officers
is not held at such meeting such election shall be held as soon thereafter as
possible. Each officer shall hold officer until his or her successor shall have
been duly elected and qualified or until the officer's death or resignation or
removal in the manner hereinafter provided. Election or appointment of an
officer, employee, or agent shall not of itself create contractual rights. The
Board of Directors may authorize the savings bank to enter into an employment
contract with any officer, but no such contract shall impair the right of the
Board of Directors to remove any officer at any time in accordance with Section
3 of this Article V.
SECTION 3. REMOVAL. Any officer may be removed by the Board of Directors
whenever in its judgment the best interests of the savings bank will be served
thereby, but such removal, other than for cause, shall be without prejudice to
the contractual rights, if any, of the person so removed.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
SECTION 5. REMUNERATION. The remuneration of the officers shall be fixed
from time to time by the Board of Directors.
SECTION 6. RESTRICTIONS ON OFFICERS. An officer of this savings bank
shall not:
(1) Personally or as agent or partner of another, directly or indirectly,
use any of the funds or deposits held by this savings bank or pay or emolument
for services rendered to any borrower by the savings bank in connection with
such loan, except as authorized by the Board of Directors;
(2) Receive, directly or indirectly, and retain any commission on or
benefit from any loan made by this savings bank or pay or emolument for services
rendered to any borrower by the savings bank in connection with such loan,
except as authorized by the Board of Directors;
(3) Become an endorser, surety or guarantor or in any manner an obligor for
any loan made by the savings bank; or
(4) Personally or as agent or partner of another, directly or indirectly,
borrow any of the funds or deposits held by the savings bank or become the owner
of real property upon which the savings bank holds a mortgage, except as
authorized by the Board of Directors. For purposes of this provision, a loan to
or a purchase by an organization in which such officer is the owner of a 15
percent equity interest or in which that officer and other officers of the
savings bank hold a 25 percent equity interest shall be deemed a loan to or a
purchase by such officer within the meaning of this provision, unless the loan
to or purchase by such organization occurred without such officer's knowledge or
against such officer's protest. A deposit in a bank shall not be deemed a loan
within the meaning of this provision.
SECTION 7. UNAUTHORIZED COMPENSATION. If an officer or employee of this
savings bank receives any commission on any loan made by this savings bank which
that individual is not authorized by the Board of Directors to retain, the
officer or employee shall immediately pay the same over to the savings bank.
ARTICLE VI
DEPOSITS AND WITHDRAWALS
SECTION 1. DEPOSITS. The savings bank may limit the aggregate amount which
an individual or any savings bank or society may have to his, her or its credit
to such sum as the savings bank may deem expedient to receive; and may in its
discretion refuse to receive a deposit, or may at any time return all or any
part of any deposits or require the withdrawal of any interest.
C-9
<PAGE>
SECTION 2. WITHDRAWALS. The sums deposited with the savings bank,
together with any interest credited thereto, shall be repaid to the depositors
thereof respectively, or to their legal representatives, after demand in such
manner, and at such times, and under such regulations, as the Board of Directors
shall prescribe. Such regulations shall be posted in a conspicuous place in the
principal office and each branch office of the savings bank, and shall be
available to depositors upon request. All such regulations, and all amendments
thereto, from time to time in effect, shall be binding upon all depositors.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. Except as otherwise prescribed by these bylaws with
respect to certificates for shares, the Board of Directors may authorize any
officer, employee, or agent of the bank to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the savings bank.
Such authority may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the savings
bank and no evidence of indebtedness shall be issued in its name, unless
authorized by the Board of Directors. Such authority may be general or confined
to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for
the payment of money, notes, or other evidences of indebtedness in the name of
the savings bank shall be signed by one or more officer, employee, or agent of
the savings bank in such manner as shall from time to time be determined by the
Board of Directors.
SECTION 4. DEPOSITS. All funds of the savings bank not otherwise employed
shall be deposits from time to time to the credit of the savings bank in any of
its duly authorized depositories as the Board of Directors may select.
ARTICLE VIII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of
capital stock of the savings bank shall be in such form as shall be determined
by the Board of Directors. Such certificates shall be signed by the chief
executive officer or by any other officer of the savings bank authorized by the
Board of Directors, attested by the secretary or an assistant secretary, and
sealed with the corporate seal or a facsimile thereof. The signatures of such
officers upon a certificate may be facsimiles if the certificate is manually
signed on behalf of a transfer agent or a registrar, other than the savings bank
itself or one of its employees. Each certificate for shares of capital stock
shall be consecutively numbered or otherwise identified. The name and address
of the person to whom the shares are issued, with the number of shares and date
of issue, shall be entered on the stock transfer books of the savings bank. All
certificates surrendered to the savings bank for transfer shall be canceled and
no new certificate shall be issued until the former certificate for the like
number of shares has been surrendered and canceled, except that in case of a
lost or destroyed certificate, a new certificate may be issued therefor upon
such terms and indemnity to the savings bank as the Board of Directors may
prescribe.
SECTION 2. TRANSFER OF SHARES. Transfer of shares of capital stock of the
savings bank shall be made only on its stock transfer books. Authority for such
transfer shall be given only by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of such authority, or by his
attorney authorized by power of attorney duly executed and filed with the
savings bank. Such transfer shall be made only on surrender for cancellation of
the certificate for such shares. The person in whose name of shares of capital
stock stand on the books of the savings bank shall be deemed by the savings bank
to be the owner thereof for all purposes.
C-10
<PAGE>
ARTICLE IX
FISCAL YEAR; ANNUAL AUDIT
The fiscal year of the savings bank shall end on the last day of December
of each year. The savings bank shall be subject to an annual audit as of the
end of its fiscal year by the independent public accountants appointed by and
responsible to the Board of Directors.
ARTICLE X
DIVIDENDS
Subject to the terms of the savings bank's Articles and Certificate of
Incorporation and the laws of the State of Washington, the Board of Directors
may, from time to time, declare, and the savings bank may pay, dividends upon
its outstanding shares of capital stock.
ARTICLE XI
CORPORATE SEAL
The Board of Directors shall provide a corporate seal, which shall be two
concentric circles between which shall be the name of the savings bank. The
year of incorporation of the savings bank or an emblem may appear in the center.
ARTICLE XII
CONFORMITY
Any article, section or provision of these Bylaws in conflict with any laws
or regulations relating to or governing this savings bank or the activities
thereof shall be deemed amended to conform therewith. Whether or not
specifically provided in these Bylaws, this savings bank, its Board of Directors
and its officers shall have all authority, control, management and power granted
to or provided for savings banks by the laws of the State of Washington and any
other laws not or hereafter in effect. If any provision of these Bylaws should
be held invalid or in violation of any law or regulations, it shall not affect
the validity of the remainder of these Bylaws or of the article, section or
other subdivision thereof in which such provision appears.
ARTICLE XIII
AMENDMENTS
These Bylaws may be amended at any time by a majority vote of the full
Board of Directors or by a majority of votes eligible to be cast by the
stockholders of the savings bank at any legal meeting.
* * * * *
C-11
<PAGE>
REVOCABLE PROXY
SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
OF
TIMBERLAND SAVINGS BANK, SSB
FOR THE SPECIAL MEETING OF MEMBERS
TO BE HELD ON _________ __, 1997
The undersigned member of Timberland Savings Bank, SSB ("Savings Bank") hereby
appoints the Board of Directors, with full powers of substitution, as attorneys-
in-fact and agents for and in the name of the undersigned, to vote such shares
as the undersigned may be entitled to cast at the Special Meeting of Members
("Meeting") of the Savings Bank to be held at the Savings Bank's main office at
624 Simpson Avenue, Hoquiam, Washington, on the date and time indicated on the
Notice of Special Meeting of Members, and at any adjournment thereof. They are
authorized to cast all votes to which the undersigned is entitled, as follows:
FOR AGAINST
(1) To approve a Plan of Conversion adopted by the
Board of Directors on July 10, 1997, and
subsequently amended on September 11, 1997, to
convert the Savings Bank from a Washington-
chartered mutual savings bank to a Washington-
chartered capital stock savings bank to be held
as a wholly-owned subsidiary of a new holding
company, Timberland Bancorp, Inc., including the
adoption of a Articles and Bylaws for the Savings
Bank, pursuant to the laws of the United States
and the rules and regulations of the Washington
Department of Financial Institutions, Division
of Banks.
[_] [_]
NOTE: The Board of Directors is not aware of any other matter that may come
before the Meeting.
IMPORTANT: PLEASE SIGN DATE AND RETURN THIS PROXY IN THE PRE-ADDRESSED ENVELOPE
PROVIDED. VOTING FOR THE PLAN OF CONVERSION IN NO WAY OBLIGATES YOU TO BUY ANY
STOCK.
<PAGE>
THIS PROXY WILL BE VOTED FOR THE PROPOSITION
STATED IF NO CHOICE IS MADE HEREIN
Should the undersigned be present and elect to vote at said Meeting or at
any adjournment thereof and, after notification to the Secretary of the Savings
Bank at said Meeting of the member's decision to terminate this Proxy, then the
power of said attorney-in-fact or agents shall be deemed terminated and of no
further force and effect.
The undersigned acknowledges receipt of a Notice of Special Meeting of
Members of the Savings Bank called on the date and time indicated on the Notice
of Special Meeting, and a Proxy Statement relating to said Meeting from the
Savings Bank, prior to the execution of this Proxy.
- -------------------------
Date
- -------------------------
Signature
- -------------------------
Signature
Note: Only one signature is required in the case of a joint account but all
account holders should sign, if possible. When signing as an attorney,
administrator, agent, corporate officer, executor, trustee, guardian or
other fiduciary capacity, indicate your full title.
