As filed with the Securities and Exchange Commission on May 4, 1998
Registration No. 333-48003
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LIBERTY BANCORP, INC.
(Name of Small Business Issuer in Its Charter )
Federal 6712 (To be applied for)
(State or Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation or Industrial Classification Code Identification No.)
Organization) Number)
1410 St. Georges Avenue
Avenel, New Jersey 07001
(732) 499-7200
(Address and Telephone Number of Principal Executive Offices)
1410 St. Georges Avenue
Avenel, New Jersey 07001
(Address of Principal Place of Business or Intended Principal Place of Business)
John R. Bowen
1410 St. Georges Avenue
Avenel, New Jersey 07001
(732) 499-7200
(Name, Address and Telephone Number of Agent for Service)
Copies to:
Eric Luse, Esq.
Kenneth R. Lehman, Esq.
Luse Lehman Gorman Pomerenk & Schick, P.C.
5335 Wisconsin Avenue, N.W., Suite 400
(202) 274-2000
Washington, D.C. 20015
Approximate date of proposed sale to the public: As soon as practicable after
this registration statement becomes effective.
If this Form is filed to register additional shares for an offering pursuant to
Rule 462(b) under the Securities Act 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, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: |_|
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: |_|
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|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
maximum aggregate
Title of each class of Amount to be offering price offering price Amount of
securities to be registered registered per share (1) registration fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value per share 1,888,655 shares $10.00 $18,886,550 $5,572.00
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) A fee of $5,410 was submitted with the registrant's previous filing; a fee
of $162.00 is being submitted herewith to register an additional 55,009
shares at an offering price per share of $10.00, for an additional
aggregate offering price of $550,090.
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 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 Securities and Exchange Commission, acting pursuant to said Section
8(a), may determine.
<PAGE>
PROSPECTUS
Liberty Bancorp, Inc.
(Proposed Holding Company for Liberty Bank)
1,594,475 Shares of Common Stock
Liberty Bancorp, Inc., a federal corporation (the "Company"), is offering
up to 1,594,475 shares (subject to adjustment to up to 1,833,646 shares as
described herein) of its common stock, par value $1.00 per share (the "Common
Stock"), in connection with the mutual holding company reorganization (the
"Reorganization") of Axia Federal Savings Bank (the "Bank") pursuant to a Plan
of Reorganization from Mutual Savings Association to Mutual Holding Company and
Stock Issuance Plan (the "Plan of Reorganization"). As part of the
Reorganization, Axia Federal Savings Bank will convert from a federal mutual
savings bank to a federal stock savings bank, change its name to "Liberty Bank"
and will become a wholly-owned subsidiary of the Company. The Company will issue
a majority of its Common Stock to Liberty Bancorp, MHC (the "Mutual Holding
Company") and sell a minority portion of its Common Stock to the public in a
subscription offering and possibly a community offering.
Non-transferable rights to subscribe for Common Stock in a subscription
offering (the "Subscription Offering") have been granted, in the following order
of priority: (i) depositors of the Bank with aggregate account balances of $50
or more as of September 30, 1996 (the "Eligibility Record Date," and such
account holders are defined as "Eligible Account Holders"); (ii) the Bank's
employee stock ownership plan and related trust (the "ESOP") in an amount up to
8% of the shares of Common Stock to be sold in the Offering (as defined below);
(iii) depositors of the Bank with aggregate account balances of $50 or more as
of March 31, 1998 (the "Supplemental Eligibility Record Date") who are not
Eligible Account Holders ("Supplemental Eligible Account Holders"); and (iv)
depositors of the Bank as of May ___, 1998 (the "Voting Record Date") and
borrowers of the Bank as of December 10, 1986 whose loans are outstanding as of
the Voting Record Date, who are not Eligible Account Holders or Supplemental
Eligible Account Holders ("Other Members"). Subscription rights are
nontransferable. Persons found to be transferring subscription rights will be
subject to the forfeiture of such rights and possible further sanctions and
penalties imposed by the Office of Thrift Supervision (the "OTS"). Shares of
Common Stock not subscribed for in the Subscription Offering may be offered for
sale in a community offering (the "Community Offering") to certain members of
the general public with preference given to natural persons residing in the New
Jersey counties of Union and Middlesex (the "Community"). The Community
Offering, if any, may commence at any time after the commencement of the
Subscription Offering. The Company retains the right, in its sole discretion, to
accept or reject any order in the Community Offering. The Subscription Offering
and Community Offering are referred to collectively as the "Offering."
(continued on next page)
FOR INFORMATION ON HOW TO SUBSCRIBE, CALL THE STOCK INFORMATION CENTER AT
(732) ________ FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY EACH PROSPECTIVE INVESTOR, SEE "RISK FACTORS"
BEGINNING ON PAGE ______.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, THE OFFICE OF THRIFT SUPERVISION, OR ANY
OTHER FEDERAL AGENCY OR ANY STATE SECURITIES COMMISSION, NOR
HAS SUCH COMMISSION, OFFICE OR 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 SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR DEPOSITS
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE BANK INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE
FUND OR ANY OTHER GOVERNMENT AGENCY.
<TABLE>
<CAPTION>
Estimated Minority Estimated Underwriting
Ownership Interest (2) Commissions and Other Estimated Net
Subscription Price (1) Fees and Expenses (3) Proceeds (4)
<S> <C> <C> <C> <C>
Minimum Price Per Share............ $10.00 N/A $.51 $9.49
Midpoint Price Per Share........... $10.00 N/A $.43 $9.57
Maximum Price Per Share............ $10.00 N/A $.38 $9.62
Minimum Total...................... $11,785,250 47.0% $600,000 $11,185,250
Midpoint Total..................... $13,865,000 47.0% $600,000 $13,265,000
Maximum Total...................... $15,944,750 47.0% $600,000 $15,344,750
Adjusted Maximum Total (5)......... $18,336,460 47.0% $600,000 $17,736,460
=================================== ======================= ====================== ========================= ====================
(footnotes on following page)
</TABLE>
[RYAN, BECK LOGO]
The date of this Prospectus is May _____, 1998
<PAGE>
Pursuant to the Plan, the Bank will organize the Mutual Holding Company
as a federally-chartered mutual holding company, which will own at least a
majority of the Common Stock of the Company for so long as the Mutual Holding
Company remains in existence. The Bank will be a wholly-owned subsidiary of the
Company. The shares of Common Stock sold in the Offering will represent a
minority ownership interest equal to 47% of the Common Stock of the Company. The
remaining issued and outstanding shares will be owned by the Mutual Holding
Company. References to the Bank shall include Axia Federal Savings Bank in its
current mutual form, or Liberty Bank as indicated by the context. References to
the "Stock Bank" shall mean Liberty Bank.
In addition to the Common Stock issued in the Reorganization, the Board
of Directors of the Company and the Mutual Holding Company may determine to
issue or allocate additional Common Stock ("Contingent Shares") in an amount
equal to up to 3% of the Common Stock issued in the Offering to address
allocation oversights, lost or damaged stock order forms which should have been
filled, or orders initially rejected but later found to be legitimate. See
"Summary - Contingent Shares."
The minimum number of shares that may be purchased is 25 shares. Except
for the ESOP, no Eligible Account Holder, Supplemental Eligible Account Holder
or Other Member may in their capacities as such purchase in the Subscription
Offering more than $100,000 of Common Stock. No person, together with associates
of and persons acting in concert with such person, may purchase in the Offering
more than $200,000 of Common Stock; provided, however, that the maximum purchase
limitation may be increased or decreased at the sole discretion of the Company
and the Bank. See "The Reorganization--Subscription Offering and Subscription
Rights," "--Community Offering" and "--Limitations on Common Stock Purchases."
The Subscription Offering and Community Offering will terminate at
10:00 a.m., New Jersey time, on June ____, 1998 (the "Expiration Date") unless
either or both are extended by the Bank and the Company, with the approval of
the OTS, if necessary. The Bank and the Company are not required to give
subscribers notice of any such extension. The Community Offering must be
completed within 45 days after the expiration of the Subscription Offering
unless extended by the Bank and the Company with the approval of the OTS, if
necessary. Orders submitted are irrevocable until the completion or termination
of the Reorganization; provided that all subscribers will have their funds
returned promptly, with interest, and all withdrawal authorizations will be
canceled if the Reorganization is not completed within 45 days after the
expiration of the Subscription Offering, unless such period has been extended
with the consent of the OTS, if necessary. No such extension may be granted past
June ___, 2000. See "The Reorganization--Subscription Offering and Subscription
Rights" and "--Procedure for Purchasing Shares in Subscription and Community
Offerings."
The Company has applied to have the Common Stock quoted on the Nasdaq
National Market under the symbol "____." The Company has never issued stock to
the public or any person, and there can be no assurance that an active and
liquid trading market for the Common Stock will develop or that purchasers will
be able to sell their shares at or above the Subscription Price. Ryan, Beck &
Co., Inc. ("Ryan Beck") has advised the Company that it intends to act as a
market maker for the Common Stock following consummation of the Reorganization.
See "Market for the Common Stock."
- -------------------------------
(footnotes for preceding table)
(1) Determined in accordance with an independent appraisal prepared by FinPro,
Inc. ("FinPro") dated as of March 16, 1998, which states that the
estimated pro forma market value of the Common Stock ranged from
$25,075,000 to $33,925,000, with a midpoint of $29,500,000 (the "Valuation
Range"). The independent appraisal of FinPro is based upon estimates and
projections that are subject to change, and the valuation is not a
recommendation for purchasing the Common Stock nor an assurance as to the
price for which a purchaser of Common Stock will thereafter be able to sell
the Common Stock. The Boards of Directors of the Company and the Bank have
determined to offer 47% of the Company's to-be-outstanding shares of Common
Stock to the public in the Offering. Accordingly $11.8 million to $15.9
million of Common Stock or between 1,178,525 and 1,594,475 shares of Common
Stock are being offered at the subscription price of $10.00 per share in
the Offering. See "The Reorganization and Offering--Stock Pricing and
Number of Shares to be Offered in the Offering."
(2) The Company will issue to the Mutual Holding Company 53% of the shares of
Common Stock that will be outstanding at the conclusion of the
Reorganization and Offering; 47% of the Company's to-be outstanding shares
will be sold in the Offering.
(3) Consists of the estimated costs to the Bank and the Company arising from
the Reorganization and Offering, including estimated expenses of
approximately $465,000, and marketing and advisory fees to be paid to Ryan
Beck of $135,000. See "The Reorganization and Offering--Plan of
Distribution and Selling Commissions." The actual fees and expenses may
vary from the estimates.
(4) Actual net proceeds may vary substantially from estimated amounts depending
upon the number of shares sold and other factors. Includes the purchase of
shares of Common Stock by the Bank's ESOP which is intended to be funded by
a loan to the ESOP from the Company or from a third party, which will be
deducted from the Company's stockholders' equity. See "Use of Proceeds" and
"Pro Forma Data."
(5) As adjusted to reflect a 15% increase in the maximum of the Valuation Range
and a corresponding 15% increase in the maximum of the Offering Range
immediately prior to the completion of the Offering due to regulatory
considerations or changes in market and financial conditions. See "Pro
Forma Data" and "The Reorganization and Offering--Stock Pricing and Number
of Shares to be Issued." For a discussion of the distribution and
allocation of the additional shares, if any, see "The Reorganization and
Offering--Subscription Offering and Subscription Rights," "--Community
Offering" and "--Limitations on Common Stock Purchases."
2
<PAGE>
[INSERT MAP]
3
<PAGE>
QUESTIONS AND ANSWERS ABOUT THE REORGANIZATION AND OFFERING
Q: What is the purpose of the Reorganization and Offering?
A: The primary purpose of the Reorganization is to establish a stock
holding company and to raise additional capital for the Bank, which will enable
it to compete and expand more effectively in the financial services marketplace.
The Reorganization will permit the Company to issue capital stock, which is a
source of capital not available to mutual savings banks, and will enable
depositors, employees, management and directors to obtain an equity ownership
interest in the Bank. The Reorganization also will provide the Bank with greater
flexibility to structure and finance the expansion of its operations, including
the potential acquisition of other financial institutions, and to diversify into
other financial services, to the extent permissible by applicable law and
regulation.
Q: Who will be the minority stockholders of the Company?
A: All persons who purchase Common Stock in the Offering, including the ESOP,
will be the minority stockholders (the "Minority Stockholders") of the
Company, and will own 47% of its Common Stock upon completion of the
Offering. The Mutual Holding Company will own 53% of the Common Stock of
the Company, and will remain its majority stockholder as long as the Mutual
Holding Company remains in existence.
Q: Why is the Bank forming a two-tier mutual holding company and conducting a
minority stock offering instead of undergoing a full conversion to stock
form?
A: The Bank's Board of Directors determined that the two-tier mutual holding
company structure was in the best interests of the Bank, its members and
the communities served by the Bank. In accordance with OTS regulatory
requirements, a savings institution that converts from the mutual to stock
form of organization using the mutual holding company structure sells less
than half of its shares to the public at the time of the Reorganization. By
doing so, the converting institution raises less than half the proceeds
than would be obtained in a full conversion. Such proceeds will provide
the Bank with ample capital to implement its business strategy without the
necessity of making investments that management believes to be overly risky
in order to deploy the capital that would be raised in a full conversion.
In addition, because OTS regulations and policy generally prohibit the sale
of a savings association in the mutual holding company structure, the
Reorganization and Offering will permit the Bank to achieve the benefits of
a stock company without the threat of an acquisition by another
institution, as often occurs following a standard conversion from mutual to
stock form. Sales of locally based, independent savings institutions to
larger, regional financial institutions can result in closed branches,
fewer choices for consumers, employee layoffs and the loss of community
support for and involvement by financial institutions.
Q: How do investors order Common Stock?
A: Prospective investors must complete the order form and certification
(together, the "Stock Order Form"), together with full payment for the
shares purchased, so that it is received on or before 10:00 a.m., New
Jersey time, on June ____, 1998.
4
<PAGE>
Q: How much stock may be ordered?
A: The minimum number of shares that may be purchased is 25 shares. Except for
the ESOP, no Eligible Account Holder, Supplemental Eligible Account Holder
or Other Member may in their capacities as such purchase in the
Subscription Offering more than $100,000 of Common Stock. No person,
together with associates of and persons acting in concert with such person,
may purchase in the Offering more than $200,000 of Common Stock. However,
the maximum purchase limitation may be increased or decreased at the sole
discretion of the Company and the Bank, provided that the aggregate
purchase limition may not be reduced below 1% of the Common Stock issued in
the Offering.
Q: What happens if there are not enough shares to fill all orders?
A: If the Offering is oversubscribed, the Bank will allocate shares based on
the purchase priorities that have been adopted in the Plan of
Reorganization. These purchase priorities are in accordance with OTS
regulations. If the Offering is oversubscribed in a particular category,
then shares will be allocated among all subscribers in that category based
on a formula that is described in detail in "The Reorganization and
Offering." The priorities are described in answer to the next question.
Q: Who will be permitted to purchase Common Stock?
A: The Common Stock will be offered on a priority basis to the following
persons:
o holders of deposit accounts in the Bank with aggregate account
balances of $50 or more on September 30, 1996 ("Eligible Account
Holders");
o the Bank's ESOP;
o holders of deposit accounts in the Bank with aggregate account
balances of $50 or more on March 31, 1998 ("Supplemental Eligible
Account Holders");
o holders of deposit accounts in the Bank on April 30, 1998, the voting
voting record date for the Special Meeting (the "Voting Record Date")
and borrowers of the Bank as of December 10, 1986 whose loans are
outstanding as of the Voting Record Date, who are not Eligible Account
Holders or Supplemental Eligible Account Holders ("Other Members").
If the above persons do not subscribe for all of the shares, the remaining
shares will be offered to certain members of the general public, with
preference given to natural persons residing in the New Jersey Counties of
Union and Middlesex.
Q: What will happen if a depositor does not order any Common Stock?
A: Depositors are not required to purchase Common Stock. Deposit accounts,
certificate accounts and any loans held with the Bank will not be affected
by the Reorganization.
Q: How should potential investors decide whether to buy Common Stock in the
Offering?
A: In order to make an informed investment decision, potential investors
should read this entire Prospectus, particularly the section titled "Risk
Factors."
Q: Who can help answer any questions about the Offering?
Please contact the Stock Information Center at the following address:
Stock Information Center
Axia Federal Savings Bank
1410 St. Georges Avenue
Avenel, New Jersey 07001
(732) 499-_____
5
<PAGE>
SUMMARY
The following summary does not purport to be complete, and is qualified
in its entirety by the more detailed information including the Consolidated
Financial Statements and Notes thereto of the Bank appearing elsewhere in this
Prospectus.
The Reorganization and Offering
The Reorganization involves a number of steps, including the following:
o The Bank will establish the Company and the Mutual Holding Company,
neither of which will have any assets prior to the completion of the
Reorganization.
o The Bank will convert from a federal mutual savings bank to a federal
stock savings bank and issue 100% of its capital stock to the Company.
o The Company will issue between 2,507,500 and 3,392,500 shares of its
Common Stock in the Reorganization; 53% of these shares (or between
1,328,975 shares and 1,798,025 shares) will be issued to the Mutual
Holding Company, and 47% (or between 1,178,525 shares and 1,594,475
shares) will be sold to depositors and possibly the public.
o Membership interests that depositors had in the Bank will become
membership interests in the Mutual Holding Company. As a result,
members of the Bank who controlled 100% of the votes eligible to be
cast by the Bank's members prior to the Reorganization will, through
the Mutual Holding Company, control 53% of the votes eligible to be
cast by the Bank's stockholders immediately following the
Reorganization.
Description of the Mutual Holding Company Structure
Following completion of the Reorganization, the corporate structure of the
Bank will be as follows:
- -------------------- ----------------
Public
Liberty Bancorp, MHC Stockholders
(Including ESOP)
- -------------------- ----------------
53% of the 47% of the
Common Common
Stock Stock
---------------------
Liberty Bancorp, Inc.
---------------------
100% of the
Common Stock
------------
Liberty Bank
------------
The mutual holding company structure differs in significant respects
from the savings and loan holding company structure that is used in a standard
mutual-to-stock conversion. In a standard conversion, a converting mutual
institution or its newly-formed holding company sells 100% of its common stock
in a stock offering. A savings
6
<PAGE>
institution that converts from the mutual to stock form of organization using
the mutual holding company structure sells less than half of its shares at the
time of the reorganization. By doing so, a converting institution using the
mutual holding company structure will raise less than half the capital that it
would have raised in a standard mutual to stock conversion.
The shares that are issued to the Mutual Holding Company may be
subsequently sold to the Bank's depositors if the Mutual Holding Company
converts from the mutual to the stock form of organization. See "Conversion of
the Mutual Holding Company to the Stock Form of Organization." In addition,
because OTS regulations and policy generally prohibit the sale of a savings
association in the mutual holding company structure, the Reorganization and
Offering will permit the Bank to achieve the benefits of a stock company without
the threat of an acquisition by another institution as often occurs following a
standard conversion from mutual to stock form. Sales of locally based,
independent savings institutions to larger, regional financial institutions can
result in closed branches, fewer choices for consumers, employee layoffs and the
loss of community support for and involvement by financial institutions.
Because the Mutual Holding Company is a mutual corporation, its actions
will not necessarily always be in the best interests of the Company's
stockholders. In making business decisions, the Mutual Holding Company's Board
of Directors, will consider a variety of constituencies, including the
depositors of the Bank, the employees of the Bank, and the communities in which
the Bank operates. As the majority stockholder of the Company, the Mutual
Holding Company is also interested in the continued success and profitability of
the Bank and the Company. Consequently, the Mutual Holding Company will act in a
manner that furthers the general interest of all of its constituencies,
including, but not limited to, the interest of the stockholders of the Company.
The Mutual Holding Company believes that the interests of the stockholders of
the Company, and those of the Mutual Holding Company's other constituencies, are
in many circumstances the same, such as the increased profitability of the
Company and the Bank and continued service to the communities in which the Bank
operates.
Conversion of the Mutual Holding Company to the Stock Form of Organization
OTS regulations and the Plan of Reorganization permit the Mutual
Holding Company to convert from the mutual to the capital stock form of
organization (a "Conversion Transaction"). If the Mutual Holding Company were to
undertake a Conversion Transaction, the transaction would in most circumstances
be structured as follows:
o The Mutual Holding Company and the Company would cease to exist.
o The Bank would form a new stock holding company.
o The new stock holding company would sell shares of its common stock in
a subscription offering to certain of the Mutual Holding Company's
members.
o In addition to the shares it would sell in the subscription offering,
the new stock holding company would issue shares of its common stock
to the Company's stockholders in exchange for their shares of the
Company's Common Stock.
After the Conversion Transaction, the Company's public stockholders
would own approximately the same percentage of the new stock holding company as
they owned of the Company. Purchasers in the Conversion Transaction subscription
offering would own approximately the same percentage of the new stock holding
company as the Mutual Holding Company owned in the Company prior to the
Conversion Transaction. If the Mutual Holding Company waived any dividends paid
by the Company prior to the Conversion Transaction, however, then the Company's
Minority Stockholders would receive a smaller percentage of the new stock
holding company's common stock. See "Regulation--Holding Company Regulation."
There can be no assurance that the Mutual Holding Company will convert to the
stock form, and the Board of Directors has no current plan to do so.
7
<PAGE>
Liberty Bancorp, MHC
The Mutual Holding Company will be organized by the Bank as a
federally-chartered mutual holding company, and will own 53% of the Common Stock
of the Company upon completion of the Reorganization. It is expected that the
Mutual Holding Company will not engage in any business activity other than to
hold a majority of the Common Stock of the Company and to invest any funds held
by the Mutual Holding Company. The Mutual Holding Company's offices will be
located at 1410 St. Georges Avenue, Avenel, New Jersey 07001, and its telephone
number at that location will be (732) 499-7200. See "The Mutual Holding
Company."
Liberty Bancorp, Inc.
The Company will be organized by the Bank as a federally-chartered
corporation for the purpose of owning all of the capital stock of the Bank upon
completion of the Reorganization. It is expected that the Company will not
engage in any business activity other than to hold 100% of the common stock of
the Bank, to make the loan to the ESOP, and to invest up to 50% of the net
proceeds of the Offering as described in "Use of Proceeds." The Company's
offices will be located at 1410 St. Georges Avenue, Avenel, New Jersey 07001,
and its telephone number at that location will be (732) 499-7200. See "The
Company," "Use of Proceeds" and "Regulations and Supervision--Holding Company
Regulation."
Axia Federal Savings Bank
The Bank was organized as a building and loan association in 1927 and
became a federal savings and loan association in 1942. In 1986 it converted to a
federal mutual savings bank charter. The Bank conducts its business from its
corporate headquarters located in Avenel, New Jersey and three branch offices
located in Union and Middlesex Counties, New Jersey. The Bank has traditionally
operated as a community-oriented lender offering various mortgage and consumer
loan products. The Bank is primarily engaged in the business of offering savings
and other FDIC-insured deposits to the general public and using the funds from
such deposits to originate loans secured by one-to-four family residences
located in Union and Middlesex Counties. Loans secured by one-to-four family
residences totalled $143.6 million, or 93.9%, of the Bank's total loan portfolio
at December 31, 1997. At December 31, 1997, the Bank had total assets of $217.4
million, total deposits of $198.4 million, and retained earnings of $16.5
million. The Bank's executive offices are located at 1410 St. Georges Avenue,
Avenel, New Jersey 07001, and its telephone number at that location is (732)
499-7200. See "The Bank" and "Business of the Bank."
The Stock Offering
The Company is offering for sale between 1,178,525 and 1,594,475 shares
of its Common Stock, for a price per share of $10.00. The Bank and the Company
may increase the Offering to up to 1,833,646 shares without further notice to
investors if the maximum of the Valuation Range is increased as a result of
market or financial conditions prior to completion of the Offering. The number
of shares that are sold in the Offering is subject to approval of the OTS.
Stock Purchase Priorities
The Company will offer Common Stock on the basis of purchase
priorities. Certain depositors, borrowers and the ESOP will receive subscription
rights to purchase shares. The Company may offer shares not purchased in the
Subscription Offering to the general public in a Community Offering. The Bank
has engaged Ryan Beck to assist the Bank and the Company on a best efforts basis
in selling the Common Stock in the Offering. See pages _____ to _____.
Prohibition on Transfer of Subscription Rights
No person may sell or assign subscription rights. Any transfer of
subscription rights is prohibited by law. See "The Reorganization
Offering--Restrictions on Transfer of Subscription Rights and Shares."
8
<PAGE>
Stock Pricing and Number of Shares to be Issued
The Bank's Board of Directors set the subscription price per share at
$10.00 (the "Subscription Price"), the subscription price most commonly used in
stock offerings involving mutual to stock conversions of mutual savings
institutions. The number of shares of Common Stock issued in the Offering is
based on the independent valuation prepared by FinPro, Inc., Liberty Corner, New
Jersey (the "Independent Valuation"). The Independent Valuation states that as
of February __, 1998, the estimated market value of the Company after giving
effect to the Reorganization ranged from a minimum of $25,075,000 to a maximum
of $33,925,000, with a midpoint of $29,500,000. Based on the Independent
Valuation and the Subscription Price, the number of shares of Common Stock that
the Company will issue will range from between 2,507,000 shares to 3,392,500
shares, excluding Contingent Shares. The Board of Directors has decided to offer
47% of these shares, or between 1,178,525 shares and 1,594,475 shares, to
depositors and the public pursuant to this Prospectus. The Board determined to
sell 47% of the stock in the Offering in order to raise the maximum amount of
proceeds while permitting the Company to issue additional shares of Common Stock
in the future pursuant to the restricted stock plan (the "Recognition Plan") and
stock option plan (the "Stock Option Plan") that the Company intends to adopt no
sooner than six months after the Reorganization and Offering. The 53% of the
shares of Company's Common Stock that are not sold in the Offering will be
issued to the Mutual Holding Company.
Changes in the market and financial conditions and demand for the
Common Stock may result in an increase of up to 15% in the Independent Valuation
(to up to $39,013,750) and a corresponding increase in the maximum of the
Offering Range (to up to 1,833,646 shares). The number of shares issued is
subject to approval of the OTS. Subscribers will not be notified if the maximum
of the Independent Valuation and the maximum of the Offering Range are increased
by 15% or less. However, subscribers will be notified if the maximum of the
Independent Valuation is increased by more than 15%, or if the minimum of the
Independent Valuation is decreased. The Independent Valuation is not a
recommendation of as to the advisability of purchasing Common Stock. Potential
investors should read this entire Prospectus in order to make an informed
investment decision.
Contingent Shares
For a period of 30 days following the completion of the Reorganization,
the Boards of Directors of the Company and the Mutual Holding Company, in their
sole discretion, may determine to issue or allocate Contingent Shares (a) to
subscribers to fill orders resulting from (i) any allocation oversights in the
event of an oversubscription, (ii) lost or damaged stock order forms which the
Company's Board determines should have been filled in the Offering, or (iii)
orders initially rejected but later found to be legitimate, or (b) in the event
of an issuance described in (a), to the Mutual Holding Company in order to
maintain the Mutual Holding Company's ownership interest in Common Stock at a
percentage desired by the Boards of Directors of the Mutual Holding Company and
the Company, Contingent Shares may be authorized but unissued shares or shares
originally issued to the Mutual Holding Company in the Reorganization, and shall
include no more than a number of shares equal to 3% of the shares issued in the
Offering. Contingent Shares will not be included in the total number of shares
for purposes of determining any individual or maximum purchase limitation or the
number of shares of stock to be purchased by the ESOP. In the event of an
oversubscription in the Offering, Contingent Shares will be allocated to a
subscriber based upon the allocation of shares to persons who had the same or
similar deposit account balance as that subscriber.
Termination of the Offering
The Subscription Offering will terminate at 10:00 a.m., New Jersey
time, on June __, 1998. The Community Offering, if any, may commence any time
following commencement of the Subscription Offering. The Company may terminate
the Community Offering at any time prior to ___________, 1998, or later if
permitted by the OTS.
9
<PAGE>
Benefits to Management from the Offering
The Bank's full-time employees will participate in the ESOP. The
Company also intends to implement the Recognition Plan and Stock Option Plan
following completion of the Reorganization, which will benefit the Bank and the
Company's officers and directors. If the Recognition Plan is adopted, certain
officers and directors will be awarded shares of Common Stock at no cost to
them. However, the Recognition Plan and Stock Option Plan may not be adopted
until at least six months after completion of the Reorganization and are subject
to shareholder approval. The Bank will also enter into employment agreements
with certain officers of the Bank, which will provide for benefits and cash
payments in the event of a change in control of the Company or the Bank. See
"Management of the Bank - Benefit Plans."
Use of the Proceeds Raised from the Sale of Common Stock
Net proceeds from the sale of the Common Stock are estimated to be
between $11.4 million and $15.3 million, depending on the number of shares of
Common Stock sold and the expenses of the Offering. Up to 50% of the net
proceeds of the Offering will be retained by the Company and used for general
business purposes, including a loan by the Company to the ESOP to enable the
ESOP to purchase up to 8% of the Common Stock issued in the Offering. The
remaining net proceeds retained by the Company will be invested initially in
short- and medium-term investments and securities, including mortgage-backed
securities, Treasury obligations and deposits of the Bank and may be used as a
possible source of funds for the payment of dividends to stockholders, the
repurchase of stock and for other general corporate purposes. To the extent
shares are unavailable to satisfy the ESOP's subscription for 8% of the Common
Stock issued, the ESOP may purchase Common Stock in open market transactions
subsequent to the Offering. The portion of net proceeds from the Offering
contributed to the Bank will be used by the Bank for general corporate purposes,
including origination of loans and purchase of investments in the ordinary
course of business. Initially, the net proceeds are expected to be invested
primarily in mortgage-backed securities and short- and medium-term Treasury
securities. The Bank also may use the proceeds for the expansion of its
facilities and to acquire branch offices and deposits. See "Use of Proceeds."
Dividends
Although no decision has been made yet regarding the payment of
dividends, the Company will consider a policy of paying quarterly cash dividends
on the Common Stock, with the first such dividend to be declared and paid as
early as the first full quarter following completion of the Offering. There can
be no assurance that dividends will be paid or, if paid, what the amount of the
dividends will be, or whether such dividends, once paid, will continue to be
paid.
Market for the Common Stock
The Company was recently formed and has never issued capital stock. The
Bank, as a mutual institution, has never issued capital stock. The Company has
applied to have the Common Stock quoted on the Nasdaq National Market under the
symbol "____." The requirements for listing include a minimum number of publicly
traded shares, market makers and record holders, and a minimum market
capitalization. Although under no obligation to do so, Ryan Beck has indicated
its intention to make a market in the Common Stock, and based on management's
analysis of the results of recent conversion stock offerings, the Bank believes
that the Company will satisfy these requirements. If the Company is unable, for
any reason, to list the Common Stock on the Nasdaq National Market, or to
continue to be eligible for such listing, then management believes that the
Common Stock will be traded on the over-the-counter market with quotations
available through the OTC Bulletin Board.
Risk Factors
The purchase of Common Stock involves a substantial degree of risk.
Prospective shareholders should carefully consider the matters set forth in this
Prospectus, including "Risk Factors."
10
<PAGE>
SELECTED CONSOLIDATED FINANCIAL
AND OTHER DATA OF AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
The following tables set forth selected consolidated historical
financial and other data of the Bank (including its subsidiary) for the periods
and at the dates indicated. The information is derived in part from and should
be read in conjunction with the Consolidated Financial Statements and Notes
thereto of the Bank contained elsewhere herein.
At December 31,
-------------------
1997 1996
-------- --------
(In Thousands)
Financial Condition Data:
Total assets .............................................$217,437 $201,574
Loans Receivable, net .................................... 152,200 130,690
Securities available for sale:
Investment securities ................................. 992 4,064
Mortgage-backed securities ............................ 52,925 55,525
Deposits ................................................. 198,363 184,709
Retained earnings-substantially restricted ............... 16,541 14,812
Year Ended December 31,
-----------------------
1997 1996(1)
--------- --------
(In Thousands)
Operating Data:
Interest income...........................................$ 15,083 $ 13,723
Interest expense.......................................... 9,004 8,049
--------- --------
Net interest income....................................... 6,079 5,674
Provision for loan losses................................. 200 43
--------- --------
Net interest income after provision
for loan losses........................................ 5,879 5,631
--------- --------
Non-interest income:
Fees and service charges............................... 299 278
Gain on sales of securities............................ 129 --
Other non-interest income.............................. 104 73
--------- --------
Total non-interest income.......................... 532 351
--------- --------
Non-interest expense:
Salaries and employee benefits......................... 1,980 1,967
Net occupancy expense.................................. 445 469
Equipment.............................................. 416 355
Advertising............................................ 184 97
Federal insurance premium.............................. 120 1,382
Miscellaneous.......................................... 836 820
--------- --------
Total non-interest expense......................... 3,981 5,090(1)
--------- --------
Income before income taxes................................ 2,430 892
Income taxes.............................................. 877 283(1)
--------- --------
Net income................................................$ 1,553 $ 609(1)
========= ========
- -------------------------------
(1) Operating data for the year ended December 31, 1996 includes the effect
of a one-time Savings Association Insurance Fund ("SAIF")
recapitalization assessment of $1.0 million, or $648,000 net of taxes.
Excluding this non-recurring assessment, total non-interest expense would
have been $4.0 million, income taxes would have totalled $635,000 and net
income would have been $1.3 million.
11
<PAGE>
At or For The Year
Ended December 31,
------------------------
1997 1996
--------- --------
Selected Ratios:
Performance Ratios:
Return on assets (ratio of net income to
average total assets)(2)........................ 0.73% 0.32%
Return on retained earnings (ratio of net
income to average equity)(2).................... 9.95% 4.23%
Interest rate spread information (1):
Average during period........................... 2.54% 2.65%
End of period................................... 2.61% 2.67%
Net interest margin (net income divided by
average interest-earning assets)................ 2.92% 3.01%
Operating expenses to
average total assets............................ 1.88% 2.64%
Average interest-earning assets to
average interest-bearing liabilities............ 108.77% 108.31%
Asset Quality Ratios:
Non-performing assets to total assets............. 0.49% 0.46%
Allowance for loan losses to
non-performing loans............................ 77.41% 51.61%
Allowance for loan losses to
loans receivable, net........................... 0.48% 0.41%
Capital Ratios:
Retained earnings to total assets
at end of period................................ 7.61% 7.35%
Average retained earnings to
average assets(2)............................... 7.37% 7.47%
Other Data:
Number of full service customer facilities
at end of period................................ 4 4
- -----------------------
(1) Interest rate spread represents the difference between the weighted average
yield on average interest-earning assets and the weighted average cost of
average interest-bearing liabilities.
(2) For the year ended December 31, 1995, return on assets was 0.73%, return on
retained earnings was 9.78% and average retained earnings to average assets
was 7.50%.
12
<PAGE>
RECENT DEVELOPMENTS
The following table sets forth certain consolidated financial and other
information of the Bank for the periods at the dates indicated. The selected
consolidated financial data, operating data and ratios and other data as of
March 31, 1998 and December 31, 1997 and for the three months ended March 31,
1997 and March 31, 1998 are derived from unaudited consolidated financial
statements. In the opinion of the management, all adjustments (consisting only
of normal recurring accruals) considered necessary for the fair presentation of
financial data and operating data for the three months ended March 31, 1998 and
1997 are included. The results of operations and ratios and other data presented
for the three months ended March 31, 1998 are not necessarily indicative of the
results of operations for the year ending December 31, 1998.
<TABLE>
<CAPTION>
At March 31, At December 31,
1998 1997
------------- --------------
(In Thousands)
Selected Financial Data:
<S> <C> <C>
Total assets..................................... $ 225,178 $ 217,437
Loans Receivable, net (1)........................ 150,889 152,200
Securities available for sale:
Investment securities......................... 994 992
Mortgage-backed securities.................... 51,073 52,925
Deposits......................................... 205,944 198,363
Retained earnings-substantially restricted 16,851 16,541
For the Three Months Ended March 31,
------------------------------------
1998 1997
------------- --------------
(In Thousands)
Selected Operating Data:
Interest income................................... $ 3,753 $ 3,621
Interest expense.................................. 2,305 2,125
--------- ---------
Net interest income............................... 1,448 1,496
Provision for loan losses......................... 15 50
Non-interest income............................... 118 100
Non-interest expense.............................. 1,057 992
--------- ---------
Income before income taxes........................ 494 554
Income taxes...................................... 186 224
--------- ---------
Net income........................................ $ 308 $ 330
========= =========
</TABLE>
- -------------------------------
(1) The allowance for loan losses at March 31, 1998 and 1997 was $731,000 and
$634,000, respectively.
13
<PAGE>
<TABLE>
<CAPTION>
At or For the Three Months
Ended March 31, (1)
1998 1997
------------- -----------
Selected Financial Ratios and Other Data:
Performance Ratios:
<S> <C> <C>
Return on average assets................................ .56% .65%
Return on average retained earnings..................... 7.33 8.88
Average retained earnings/average assets................ 7.61 7.31
Interest rate spread.................................... 2.28 2.68
Net interest margin..................................... 2.68 3.00
Retained earnings/total assets.......................... 7.48 7.15
Efficiency ratio........................................ 67.78 62.49
Asset Quality Ratios:
Non-performing loans to total assets.................... .38 .53
Non-performing loans to total loans receivable.......... .57 .81
Non-performing assets to total assets................... .38 .53
Allowance for loan losses to non-performing loans 84.69 52.83
Average interest-earning assets/average
interest-bearing liabilities.......................... 1.09x 1.08x
Net interest income after provision for loan losses
to non-interest expense............................... 1.35x 1.43x
Regulatory Capital Ratios:
Tangible capital........................................ 7.31 7.23
Core capital............................................ 7.31 7.23
Risk-based capital...................................... 17.85 17.41
Number of full service customer facilities.............. 4 4
</TABLE>
- -----------------------------
(1) Ratios are annualized where appropriate.
(2) Interest rate spread represents the difference between the weighted average
yield on interest-earning assets and the weighted average cost of
interest-bearing liabilities.
Comparison of Financial Condition at March 31, 1998 and December 31, 1997
The Bank's total assets increased by $7.7 million, or 3.6%, to $225.2
million at March 31, 1998 from $217.4 million at December 31, 1997. Investment
securities increased by $2,000, or 0.2%, to $994,000 at March 31, 1998 from
$992,000 million at December 31, 1997, and mortgage-backed securities decreased
$1.9 million, or 3.6%, to $51.1 million at March 31, 1998 from $52.9 million at
December 31, 1997. Loans receivable decreased slightly, by $1.3 million, or 0.9%
to $150.9 million at March 31, 1998 from $152.2 million at December 31, 1997.
Real estate owned (REO) remained unchanged at $121,000 at March 31, 1998 and
December 31, 1997. Deposits increased by $7.7 million, or 3.6%, to $205.9
million at March 31, 1998 from $198.4 million at December 31, 1997. Retained
earnings increased by $310,000 to $16.9 million at March 31, 1998 from $16.5
million at December 31, 1997.
Comparison of Operating Results for the Three Months Ended March 31, 1998 and
1997
General
The Bank's net income decreased by $22,000, or 6.7%, to $308,000 for
the three months ended March 31, 1998 compared with $330,000 for the three
months ended March 31, 1997. The decrease in net income during the three month
period in 1998 resulted from a decrease in net interest income and non-interest
income and an increase in non-interest expense, partially offset by a decrease
in the provision for loan losses and income taxes.
14
<PAGE>
Interest Income
Interest income increased by $132,000, or 3.6%, to $3.8 million for the
three months ended March 31, 1998 from $3.6 million for the same period in 1997.
The increase for the three month period in 1998 resulted from an increase in
average interest earning assets of $16.9 million partially offset by a decrease
in the yield thereon of 32 basis points. This reduction of yield primarily
resulted from employing an interest rate risk reduction strategy wherein the
Bank sold fixed rate mortgage-backed securities and purchased adjustable rate
mortgage-backed securities.
Interest Expense
Interest expense increased by $180,000, or 8.5%, to $2.3 million for
the three months ended March 31, 1998, compared to $2.1 million for the same
period in 1997. Such increase for the three month period in 1998 was
attributable to an increase of $12.7 million in the average balance of
interest-bearing liabilities outstanding and an increase of 7 basis points in
the cost of such liabilities.
Net Interest Income
Net interest income decreased $48,000, or 3.2%, to $1.4 million for the
three months ended March 31, 1998, from $1.5 million for the same period in
1997. Such decrease was due to an 32 basis point reduction in the net interest
margin to 2.68% during the three months ended March 31, 1998 from 3.00% for the
same period in 1997.
Provision for Loan Losses
During the three months ended March 31, 1998 and 1997, the Bank
provided $15,000 and $50,000, respectively, for loan losses. The allowance for
loan losses is based on management's evaluation of the risk inherent in its loan
portfolio and gives due consideration to the changes in general market
conditions and in the nature and volume of the Bank's loan activity. The Bank
intends to continue to provided for loan losses based on its periodic review of
the loan portfolio and general market conditions. At March 31, 1998 and 1997,
the Bank's non-performing loans, which were delinquent 90 days or more, totaled
$1.1 million, or .53%, and $863,000, or .38%, respectively. At March 31, 1998
and 1997, all non-performing loans were on non-accrual status.
Non-interest Income
Non-interest income increased by $18,000, or 18.0%, to $118,000 during
the three months ended March 31, 1998 compared with $100,000 during the same
period in 1997.
Non-interest Expense
Non-interest expense increased by $65,000, or 6.5%, to $1.06 million
during the three months ended March 31, 1998, compared with $992,000 during the
same period in 1997. The increase was primarily caused by increases in salaries
and advertising.
Income Taxes
Income taxes totaled $186,000 and $224,000 during the three months
ended March 31, 1998 and 1997, respectively. The decrease during the 1998 period
resulted from a decrease in pre-tax income.
15
<PAGE>
RISK FACTORS
The following risk factors, in addition to the other information
discussed elsewhere in this Prospectus, should be considered by investors in
deciding whether to purchase the Common Stock offered hereby.
Potential Effects of Changes in Interest Rates and the Current Interest Rate
Environment
The net income of the Bank substantially depends on its net interest
income, which is the difference between the interest income earned on its
interest-earning assets and the interest expense paid on its interest-bearing
liabilities. Like most savings institutions, the Bank's earnings are affected by
changes in market interest rates, and other economic factors beyond its control.
If an institution's interest-earning assets have longer effective maturities
than its interest-bearing liabilities, the yield on the institution's
interest-earning assets generally will adjust more slowly than the cost of its
interest-bearing liabilities and, as a result, the institution's net interest
income and interest rate spread generally would be adversely affected by
material and prolonged increases in interest rates. Accordingly, an increase in
interest rates generally would result in a decrease in the Bank's average
interest rate spread and net interest income. As a result of increases in the
rates paid by the Bank on its deposits without a commensurate increase in the
yields earned on its interest-earning assets, the Bank's average interest rate
spread decreased to 2.54% for the year ended December 31, 1997 from 2.65% for
the year ended December 31, 1996. No assurance can be given that the Bank's
average interest rate spread will not decrease in future periods. Any such
decrease in the Bank's average interest rate spread would adversely affect the
Bank's net interest income. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Assets and Liability Management."
In addition to affecting interest income and expense, changes in
interest rates also can affect the value of the Bank's interest-earning assets,
which comprise fixed- and adjustable-rate instruments, and the ability to
realize gains from the sale of such assets. Generally, the value of fixed-rate
instruments fluctuates inversely with changes in interest rates. At December 31,
1997, the Bank had $53.9 million of securities available for sale and the Bank
had $652,000 of net unrealized gains with respect to such securities, which were
included, net of income taxes, as a separate component in the Bank's retained
earnings, as of such date.
Changes in interest rates also can affect the average life of loans and
mortgage-backed securities. The relatively lower interest rates in recent
periods have resulted in increased prepayments of loans and mortgage-backed
securities, as many borrowers have refinanced their mortgages to reduce their
borrowing costs. Under these circumstances, the Bank is subject to reinvestment
risk to the extent that it is not able to reinvest such prepayments at rates
which are comparable to the rates on the prepaid loans or securities. Moreover,
volatility in interest rates also can result in the flow of funds away from the
Bank into other investments such as U.S. Government and corporate securities and
investments which generally pay higher rates of return than the rates paid on
deposits by savings institutions.
Uncertainty as to Future Growth Opportunities and Ability to Successfully Deploy
Offering Proceeds
The Bank intends to use the net proceeds of the Offering to increase
its loan and deposit growth. It may also seek to expand its banking franchise by
acquiring other financial institutions or branches. The Bank's ability to grow
through selective acquisitions of other financial institutions or branches of
such institutions will depend on successfully identifying, acquiring and
integrating such institutions or branches. There can be no assurance the Bank
will be able to generate internal growth or to identify attractive acquisition
candidates, acquire such candidates on favorable terms, successfully integrate
any acquired institutions or branches into the Bank, or increase profits
sufficiently to offset the increase in expenses that will result from an
acquisition. Neither the Company nor the Bank has any specific plans,
arrangements or understandings regarding any additional expansions or
acquisitions at this time.
Possible Increase in Valuation Range and Number of Shares Issued
The amount of Common Stock to be issued in the Reorganization may be
increased by up to 15% (excluding Contingent Shares) to reflect changes in
market and financial conditions following the commencement of the Subscription
and Community Offerings. If the Independent Valuation increases, then the
interests of those who purchase shares in the Offering will be diluted because
more shares will be outstanding at the conclusion of the Offering. Such an
increase in the number
16
<PAGE>
of shares issued in the Reorganization will also decrease a subscriber's pro
forma annualized net earnings per share and pro forma stockholders' equity per
share. See "Pro Forma Data."
Reduced Return on Equity After Reorganization
Return on 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 Bank's
return on equity for the year ended December 31, 1997 was 9.95%. See "Selected
Financial and Other Data of Axia Federal Savings Bank" for numerical information
regarding the Bank's historical return on equity and "Capitalization" for a
discussion of the Company's estimated pro forma consolidated capitalization as a
result of the Offering. In addition, the expenses associated with the ESOP and
the Recognition Plan (see "Pro Forma Data"), along with other
post-Reorganization expenses, are expected to contribute initially to reduced
earnings. In the short-term, the Bank will have difficulty in improving its
interest rate spread and thus the return on equity to stockholders.
Consequently, for the foreseeable future, investors should not expect a return
on equity that will meet or exceed the average return on equity for publicly
traded thrift institutions, and no assurances can be given that this goal can be
attained.
Control by Current Directors
As the majority stockholder of the Company, the Mutual Holding Company
will be able to elect all of the directors of the Company and direct its
business and affairs. The Company will be controlled by its Board of Directors
which will consist initially of those persons who currently are directors of the
Bank. After the Reorganization, the initial Board of Directors of the Mutual
Holding Company will also consist of those persons who currently are members of
the Board of Directors of the Bank. In the future, the directors of the Mutual
Holding Company will be elected by the Mutual Holding Company's members at an
annual meeting of members in the same manner that directors of the Bank in its
mutual form were elected by the Bank's members. It is expected that the Board of
Directors of the Mutual Holding Company will exercise control over the Mutual
Holding Company and, consequently, may be capable of perpetuating the Board of
Directors and management of the Mutual Holding Company, the Company and the
Bank. Executive officers and directors of the Company will own 1.8% of the
Common Stock outstanding at the completion of the Offering (assuming shares are
sold at the midpoint of the Offering Range and that executive officers and
directors receive all the shares for which they are expected to subscribe).
Assuming shares are sold at the midpoint of the Offering Range and including
shares held by the Mutual Holding Company and shares proposed to be issued
pursuant to the Recognition Plan, directors may control up to 56.7% of the
Common Stock outstanding following the Offering. Such percentage may increase
assuming the exercise of stock options granted pursuant to the Stock Option
Plan. The purchasers of the Common Stock in the Offering will be Minority
Stockholders of the Company and will have limited influence in electing
directors or otherwise directing the affairs of the Company as long as the
Mutual Holding Company remains in existence. The Company's Federal charter will
prohibit cumulative voting. Therefore, the Mutual Holding Company, under the
direction of the Bank's current Board of Directors, will have the power to elect
all the directors of the Company, and thus control the future course of the
Company. No assurances can be given that the Mutual Holding Company will not
take action that the Minority Stockholders believe to be contrary to their
interests.
17
<PAGE>
Minority Public Ownership and Certain Anti-Takeover Provisions
Voting Control of the Mutual Holding Company. Under OTS regulations and
the Plan of Reorganization, a majority of the Company's voting shares must be
owned by the Mutual Holding Company, and the Mutual Holding Company will own
53.0% of the Common Stock outstanding at the completion of the Offering. The
Mutual Holding Company will be controlled by its executive officers and
directors, who initially will consist of persons who are executive officers and
directors of the Company. Assuming shares are sold at the midpoint of the
Offering Range and including shares held by the Mutual Holding Company and
shares proposed to be issued pursuant to the Recognition Plan, directors may
control up to 56.5% of the Common Stock outstanding following the Offering. Such
percentage may increase assuming the exercise of stock options granted pursuant
to the Stock Option Plan. The Mutual Holding Company will elect all members of
the Board of Directors of the Company and, with certain exceptions, will control
the outcome of matters presented to the stockholders of the Company for
resolution by vote. The situations in which the Mutual Holding Company may not
control the outcome of such vote include any stockholder vote to approve a
restricted stock plan or stock option plan instituted within one year of the
Offering (which would require the approval of a majority of the shares other
than shares held by the Mutual Holding Company), any stockholder vote relating
to the Mutual Holding Company's conversion from the mutual to the stock form of
organization (which would require the approval of a majority of shares other
than shares held by the Mutual Holding Company and of two-thirds of all shares
including shares held by the Mutual Holding Company), or any other stockholder
vote in which the OTS may impose such a requirement. The Mutual Holding Company,
acting through its Board of Directors, will be able to control the business and
operations of the Company and the Bank and will be able to prevent any challenge
to the ownership or control of the Company by stockholders other than the Mutual
Holding Company. Although OTS regulations and the Plan of Reorganization permit
the Mutual Holding Company to convert from the mutual to the capital stock form
of organization, there can be no assurance when, if ever, a conversion of the
Mutual Holding Company will occur.
Provisions in the Company's and the Bank's Governing Instruments. In
addition, certain provisions of the Company's charter and bylaws, particularly a
provision limiting voting rights, as well as certain federal regulations will
assist the Company in maintaining its status as an independent publicly owned
corporation. These provisions provide for, among other things, staggered boards
of directors, no cumulative voting for directors, limits on the calling of
special meetings of shareholders, and limits on the ability to vote Common Stock
in excess of 10% of outstanding shares (except as to shares held by the Mutual
Holding Company and the ESOP).
Possible Dilution in Ownership Interest
Dividend Waivers by the Mutual Holding Company. It has been the policy
of many mutual holding companies to waive the receipt of dividends declared by
their subsidiaries. OTS regulations require that mutual holding companies
receive OTS approval before they waive dividends. The OTS has generally
permitted mutual holding companies to waive dividends under certain conditions.
Management believes that one of the conditions to such permission would be that,
in the event the Mutual Holding Company undertakes a Conversion Transaction in
the future, any waived dividends would reduce the percentage of the resulting
entity's shares of common stock issued to Minority Stockholders in exchange for
their shares of Common Stock. The Plan of Reorganization also provides for such
an adjustment. See "Regulation--Holding Company Regulation--Conversion of the
Mutual Holding Company to Stock Form." The Mutual Holding Company has not
determined whether it will waive dividends declared by the Company. There is no
assurance that the OTS would approve the waiver of dividends should the Mutual
Holding Company request it to do so.
Terms of Any Conversion Transaction. If the Mutual Holding Company
conducts a Conversion Transaction, the stock offering that would be conducted as
part of the Conversion Transaction would include maximum purchase limitations
that restrict the amount of stock that a person could purchase. Minority
Stockholders would be likely to receive shares of the resulting entity in
exchange for their shares of Common Stock. Under current OTS policy, the shares
of the resulting entity that Minority Stockholders receive in exchange for their
shares of Common Stock will be included in the maximum purchase limitations that
apply to the stock offering. This means that certain Minority Stockholders may
not be able to exercise subscription rights to purchase shares of common stock
sold in the Conversion Transaction, and in certain circumstances, may be
required by the OTS to divest shares of Common Stock.
18
<PAGE>
Implementation of Proposed Stock Benefit Plan
Following the Reorganization, the Company intends to seek stockholder
approval of the Recognition Plan and the Stock Option Plan at a meeting of
stockholders which, under current OTS regulation, may be held no earlier than
six months after completion of the Offering. If the Recognition Plan is approved
by stockholders of the Company, the Recognition Plan intends to acquire an
amount of Common Stock equal to 4% of the shares of Common Stock sold in the
Offering, or 63,779 shares of Common Stock at the maximum of the Offering Range.
Such shares would be granted to officers and directors of the Bank at no cost to
these recipients, for a total value of $637,790 at the maximum of the Offering
Range and based on the $10 per share subscription price. If the Stock Option
Plan is approved by stockholders of the Company, the Company intends to reserve
for future issuance pursuant to such plan a number of shares of Common Stock
equal to 10% of the Common Stock sold in the Offering. Options to purchase these
shares of Common Stock will be granted to officers and directors of the Bank and
the Company at no cost to them, and without risk as there is no requirement that
officers and directors exercise their options.
Possible Dilutive Effective of Issuance of Additional Shares
Shares of Common Stock to be acquired by the Recognition Plan or issued
upon exercise of stock options granted pursuant to the Stock Option Plan may be
acquired in the open market with funds provided by the Company, or from
authorized but unissued shares of Common Stock. In the event that such shares
are issued from authorized but unissued shares of Common Stock, the voting
interests of stockholders will be diluted by approximately ^ 6.80% and net
earnings per share and stockholders' equity per share would be decreased.
Any issuance of Contingent Shares would also have a dilutive effect. If
the maximum number of Contingent Shares were issued, such issuance would dilute
the voting interests of stockholders by approximately 1.45%, and net income per
share and stockholders' equity per share would also be decreased.
Higher Compensation Expenses in Future Periods
The Bank's and the Company's compensation expense is likely to increase
substantially in the future due to the additional stock benefit plans that the
Bank and the Company intend to implement. Among the benefit plans that the Bank
and the Company intend to establish are the Recognition Plan and the ESOP.
Generally accepted accounting principles will require the Company to record
compensation expense upon the vesting of shares of restricted stock awarded
pursuant to the Recognition Plan and upon the commitment to release shares under
the ESOP. For the ESOP, the compensation expense will be equal to the fair value
of the shares at the time the shares are committed to be released, and future
increases and decreases in fair value of Common Stock committed to be released
will have a corresponding effect on compensation expense related to the ESOP. To
the extent that the fair value of the Bank's ESOP shares differ from the cost of
such shares, the differential will be charged or credited to equity.
Competition
Competition in the banking and financial services industry is intense.
In its market area, the Bank competes for loans and deposits with commercial
banks, savings institutions, mortgage brokerage firms, credit unions, finance
companies, mutual funds, insurance companies, and brokerage and investment
banking firms operating locally and elsewhere. Many of these competitors have
substantially greater resources and lending limits than the Company and the Bank
and may offer certain services that the Company and the Bank do not or cannot
provide. Such competition may have an adverse effect on the Company's and the
Bank's growth and profitability in the future.
Lack of Active Market for the Common Stock
The Company has never issued capital stock to the public, and due to
the relatively small size of the Offering there can be no assurance that an
active and liquid trading market for the Common Stock will develop or be
maintained. It is anticipated that the Common Stock will be quoted on the Nasdaq
National Market. Ryan Beck has indicated its intention to make a market in the
Common Stock, although it is not required to do so. If the Common Stock cannot
be quoted and traded on the Nasdaq National Market, it is expected that the
Common Stock will be traded on the over-the-counter market with quotations
available through the OTC Bulletin Board. Investors who purchase shares of
Common Stock, may not be able to sell them when they want to at a price that
equals or exceeds the price paid for the Common Stock.
19
<PAGE>
Regulatory Oversight and Legislation
The Bank is subject to extensive regulation, supervision and
examination by the OTS, as its chartering authority, and by the FDIC as insurer
of its deposits up to applicable limits. The Bank is a member of the Federal
Home Loan Bank (the "FHLB") of New York and is subject to certain limited
regulations promulgated by the Board of Governors of the Federal Reserve System
(the "FRB"). As the holding company of the Bank, the Company also will be
subject to regulation and oversight by the OTS. Such regulation and supervision
govern the activities in which an institution can engage and are intended
primarily for the protection of the insurance fund and depositors. Regulatory
authorities have been granted extensive discretion in connection with their
supervisory and enforcement activities which are intended to strengthen the
financial condition of the banking and thrift industries, including the
imposition of restrictions on the operation of an institution, the
classification of assets by an institution and the adequacy of an institution's
allowance for loan losses. Any change in such regulation and oversight, whether
by the OTS, the FDIC or Congress, could have a material impact on the Company,
the Bank and their respective operations.
See "Regulation."
Legislation is proposed periodically providing for a comprehensive
reform of the banking and thrift industries, and has included provisions that
would (i) require federal savings associations to convert to a national bank or
a state-chartered bank or thrift, (ii) require all savings and loan holding
companies to become bank holding companies and (iii) abolish the OTS. It is
uncertain when or if any of this type of legislation will be passed and, if
passed, in what form the legislation would be passed. As a result, management
cannot accurately predict the possible impact of such legislation on the Bank.
Capability of the Bank's Data Processing Hardware to Accommodate the Year 2000
Like many financial institutions the Bank relies upon computers for the
daily conduct of its business and for data processing generally. There is
concern among industry experts that on January 1, 2000 computers will be unable
to "read" the new year and there may be widespread computer malfunctions. The
Bank generally relies on independent third parties to provide data processing
services to the Bank, and has been advised by such parties that the issue is
being addressed. Based on these representations, management does not believe
that significant additional costs will be incurred in connection with the year
2000 issue. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Capability of the Bank's Data Processing Hardware to
Accommodate the Year 2000."
THE MUTUAL HOLDING COMPANY
The Mutual Holding Company will be formed as a federal mutual holding
company and will initially own 53% of the Common Stock following the completion
of the Reorganization. The Company has not yet been formed, although the OTS has
approved an application for the Mutual Holding Company to become a savings and
loan holding company. The Mutual Holding Company will have all of the powers set
forth in its federal charter, and federal law and OTS regulations. The Mutual
Holding Company initially will not conduct any active business other than
activities relating to its investment in a majority of the Common Stock and
maintenance of books and records relating to its members. The Mutual Holding
Company does not intend to employ any persons other than its officers, although
it may utilize the Bank's support staff from time to time. Federal law and OTS
regulations, and the Plan of Reorganization, require that as long as the Mutual
Holding Company is in existence it must own a majority of the Common Stock.
Federal law and OTS regulations, and the Plan of Reorganization, permit the
Mutual Holding Company to convert to the capital stock form of organization. The
manner in which such a transaction would be conducted and the regulations and
policy affecting such a transaction are described in "Regulation--Holding
Company Regulation."
20
<PAGE>
Although many federal mutual holding companies waive the receipt of
cash dividends declared by their subsidiaries, the Mutual Holding Company has
not determined whether or not it will do so, and intends to make such a
determination at the time the Company declares a dividend, if any. OTS
regulations require the Mutual Holding Company to give the OTS prior written
notice of any such waiver, and the conditions pursuant to which the OTS
generally approves dividend waivers are described in "Regulation--Holding
Company Regulation." The Mutual Holding Company's Board of Directors will waive
dividends paid by the Company if the Board determines that such a waiver is in
the Mutual Holding Company's members' best interest because, among other
reasons: (i) the Mutual Holding Company has no need for the dividend considering
its business operations; (ii) the cash that would be received could be invested
by the Company or the Bank at a more favorable rate of return; (iii) such waiver
may increase the capital of the Bank and enhance its business so that members
will continue to have access to the offices and services of the Bank; and (iv)
such waiver preserves the net worth of the Mutual Holding Company through its
principal asset (the Company, and indirectly, the Bank), which would be
available for distribution in the unlikely event of a voluntary liquidation of
the Company and the Bank after satisfaction of claims of depositors and
creditors. The Board of Directors may consider other factors in determining
whether such waiver is consistent with its fiduciary duties to members of the
Mutual Holding Company. Any waiver of dividends by the Mutual Holding Company is
likely to result in a downward adjustment to the ratio pursuant to which shares
of Common Stock are exchanged for shares of the resulting company in any future
Conversion Transaction.
The Mutual Holding Company's Board of Directors will accept dividends
paid by the Company in an amount necessary to pay the Mutual Holding Company's
expenses, and will accept additional dividends if it determines that accepting
such dividends is in the Mutual Holding Company's members' best interest
because, among other reasons: (i) the Mutual Holding Company may increase its
direct ownership of the Company, and indirect ownership of the Bank, by using
cash dividends to purchase additional shares of Common Stock in the open market
from time to time; and (ii) such dividends may be used to promote activities
that are in the interest of members and the Bank's community. Any purchases of
Common Stock by the Mutual Holding Company will increase the percentage of the
outstanding shares of Common Stock held by the Mutual Holding Company and, in a
Conversion Transaction, will decrease the aggregate number of shares of the
resulting company issued to Minority Stockholders in exchange for their shares
of Common Stock.
The office of the Mutual Holding Company will be located at 1410 St.
Georges Avenue, Avenel, New Jersey 07001, and its telephone number will be (732)
499-7200.
THE COMPANY
The Company will be organized for the purpose of acquiring all of the
outstanding shares of common stock of the Bank. Immediately after the
Reorganization, it is expected that the only business activities of the Company
will be the ownership of 100% of the common stock of the Bank, making the loan
to the ESOP, and investing the remainder of the 50% of the net proceeds received
in the Offering. See "Use of Proceeds." Initially, the Company will neither own
nor lease any property, but instead will use the premises, equipment and
furniture of the Bank. At the present time, the Company does not intend to
employ any persons other than officers of the Bank but will utilize the support
staff of the Bank from time to time. Additional employees will be hired as
appropriate to the extent the Company expands its business. See "Management of
the Company."
Management believes that the holding company structure will provide the
Company with additional flexibility to diversify its business activities through
existing or newly formed subsidiaries, or through acquisitions of or mergers
with other financial institutions and financial services related companies, or
for other business or investment purposes, including the possible repurchase of
Common Stock as permitted by the OTS. Although there are no current
arrangements, understandings or agreements, written or oral, regarding any such
opportunities or transactions, the Company will be in a position after the
Reorganization, subject to regulatory limitations and the Company's financial
position, to take advantage of any such acquisition and expansion opportunities
that may arise. The initial activities of the Company are anticipated to be
funded by the proceeds from the Offering permitted to be retained by the Company
and earnings thereon or, alternatively, through dividends received from the
Bank.
21
<PAGE>
The Company's offices will be located at 1410 St. Georges Avenue,
Avenel, New Jersey 07001, and its telephone number will be (732) 499-7200.
THE BANK
The Bank was organized as a building and loan association in 1927 and
became a federal savings and loan association in 1942. In 1986 it converted to a
federal savings bank charter. The Bank conducts its business from its corporate
headquarters located in Avenel, New Jersey and three branch offices located in
Union and Middlesex Counties, New Jersey. The Bank has traditionally operated as
a community-oriented savings institution providing mortgage and consumer loans
to its local community. The Bank is primarily engaged in the business of
offering FDIC-insured deposits to the general public through its offices and
using those funds to originate mortgage loans secured by one-to-four family
residences located primarily in Union and Middlesex Counties. Loans secured by
one-to-four family residences totalled $143.6 million, or 93.9%, of the Bank's
total loan portfolio at December 31, 1997. At December 31, 1997, the Bank had
total assets of $217.4 million, total deposits of $198.4 million, and retained
earnings of $16.5 million.
The Bank's executive offices are located at 1410 St. Georges Avenue,
Avenel, New Jersey 07001, and its telephone number at that location is (732)
499-7200.
22
<PAGE>
HISTORICAL AND PRO FORMA CAPITAL COMPLIANCE
At December 31, 1997, the Bank exceeded all OTS regulatory capital
requirements. Set forth below is a summary of the Bank's compliance with the OTS
capital standards as of December 31, 1997, on a historical and pro forma basis
assuming that the indicated number of shares were sold as of such date, and that
the Company contributes to the Bank 50% of the estimated net proceeds of the
Offering. See "Pro Forma Data" for the assumptions used to determine the net
proceeds of the Offering.
<TABLE>
<CAPTION>
Pro Forma at December 31, 1997, Based Upon the Sale of
-----------------------------------------------------------------------------------
1,833,646 Shares
1,178,525 Shares at 1,368,500 Shares at 1,594,475 Shares at At Adjusted
Historical at Minimum of Midpoint of Maximum of Maximum of
December 31, 1997 Offering Range Offering Range Offering Range Offering Range (1)
------------------ ----------------- ----------------- ----------------- ------------------
Percent Percent Percent Percent Percent
of of of of of
Amount Assets(2) Amount Assets(2) Amount Assets(2) Amount Assets(2) Amount Assets(2)
------ --------- ------ --------- ------ --------- ------ --------- ------ ---------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GAAP capital............. $ 16,541 7.61% $ 20,721 9.35% $ 21,511 9.67% $ 22,298 9.99% $ 23,210 10.36%
Tangible capital:
Capital level (3)...... $ 16,123 7.43% $ 20,303 9.18% $ 21,093 9.50% $ 21,880 9.82% $ 22,792 10.19%
Requirement............ 3,255 1.50 3,318 1.50 3,331 1.50 3,344 1.50 3,355 1.50
-------- ------ --------- ------ --------- ------ -------- ------ -------- -----
Excess............... $ 12,868 5.93% $ 16,985 7.68% $ 17,762 8.04% $ 18,538 8.32% $ 19,437 8.69%
======== ====== ========= ====== ========= ====== ======== ====== ======== =====
Core capital:
Capital level (3)...... $ 16,123 7.43% $ 20,303 9.18% $ 21,093 9.50% $ 21,880 9.82% $ 22,792 10.19%
Requirement (4)........ 6,511 3.00 6,636 3.00 6,660 3.00 6,683 3.00 6,711 3.00
-------- ------ --------- ------ --------- ------ -------- ------ -------- -----
Excess............... $ 9,612 4.43% $ 13,667 6.18% $ 14,433 6.50% $ 15,197 6.82% $ 16,081 7.19%
======== ====== ========= ====== ========= ====== ======== ====== ======== =====
Risk-based capital:
Capital level (3)(5) $ 16,834 17.69% $21,014 21.60% $21,804 22.33% $22,591 23.04% $23,503 23.86%
Requirement............ 7,614 8.00 7,781 8.00 7,813 8.00 7,844 8.00 7,881 8.00
-------- ------ --------- ------ --------- ------ -------- ------ -------- -----
Excess............... $ 9,220 9.69% $ 13,233 13.60% $ 13,991 14.33% $ 14,747 15.04% $ 15,622 15.86%
======== ====== ========= ====== ========= ====== ======== ====== ======== =====
</TABLE>
(1) As adjusted to give effect to an increase in the number of shares which
could occur due to an increase in the Offering Range of up to 15% to
reflect changes in market and financial conditions following commencement
of the Subscription Offering and the Community Offering, if any, as well as
to reflect demand for the Common Stock.
(2) Tangible and core capital levels are shown as a percentage of total
adjusted assets. Risk-based capital levels are shown as a percentage of
risk-weighted assets. Pro forma total adjusted and risk-weighted assets
used for the capital calculations include the proceeds of the ESOP's
purchase of 8%of the Common Stock issued in the Offering.
(3) Regulatory capital levels exclude net unrealized gains on securities. Pro
forma capital levels assume that the Bank funds the Recognition Plan
purchases of a number of shares equal to 4% of the Common Stock sold in the
Offering, the ESOP purchases 8% of the shares sold in the Offering, and the
Mutual Holding Company is capitalized with $100,000. See "Management of the
Bank" for a discussion of the Recognition Plan and ESOP.
(4) The current OTS core capital requirement for savings banks is 3% of total
adjusted assets. The OTS has proposed core capital requirements that would
require a core capital ratio of 3% of total adjusted assets for savings
banks that receive the highest supervisory rating for safety and soundness,
and a 4% to 5% core capital ratio requirement for all other savings banks.
See "Regulation--Federal Regulation of Savings Institution--Capital
Requirements."
(5) Pro forma amounts and percentages assume net proceeds are invested in
assets that carry a 50% risk-weighting.
USE OF PROCEEDS
The net proceeds from the sale of Common Stock, based on the minimum,
midpoint, maximum and 15% above the maximum of the Offering Range, are estimated
at $11.2 million, $13.3 million, $15.3 million and $17.7 million, respectively.
The Company will be unable to utilize any of the net proceeds of the Offering
until the consummation of the Reorganization.
The Company will retain up to 50% of the net proceeds of the Offering.
Net proceeds retained by the Company will be used to fund the loan to the Bank's
ESOP to acquire up to 8% of the Common Stock issued in the Offering. Any
remaining net proceeds retained by the Company will be invested in short-term
and medium-term investment securities, including mortgage-backed securities,
Treasury obligations, and deposits of the Bank. The Company will contribute to
the Bank at least 50% of the net proceeds of the Offering, which will be added
to the
23
<PAGE>
Bank's general funds that management currently intends to use initially for
general corporate purposes, including investment in one-to-four family
residential real estate loans and other loans and investment in short-term and
intermediate-term securities and mortgage-backed securities.
The net proceeds retained by the Company and proceeds contributed to
the Bank, may also be used to support the future expansion of operations through
branch acquisitions, the establishment of new branch offices, and the
acquisition of financial institutions or their assets or diversification into
other banking related businesses. However, neither the Company nor the Bank has
any specific plans, arrangements or understandings regarding any additional
expansions or acquisitions at this time.
Upon completion of the Reorganization, the Board of Directors of the
Company will have the authority to repurchase stock, subject to statutory and
regulatory requirements. Based upon facts and circumstances following the
Reorganization and subject to applicable regulatory requirements, the Board of
Directors may determine to repurchase Common Stock in the future. Such facts and
circumstances may include but will not be limited to (i) market and economic
factors such as the price at which the Common 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 opportunity to improve the 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 Company and its shareholders. In the event the Company
determines to repurchase stock, such repurchases may be made at market prices
which may be in excess of the Subscription Price in the Offering.
DIVIDEND POLICY
Although no decision has been made yet regarding the payment of
dividends, the Company will consider a policy of paying quarterly cash dividends
on the Common Stock, with the first such dividend to be declared and paid as
early as the first full quarter following completion of the Offering.
Declarations of dividends by the Company's Board of Directors will depend upon a
number of factors, including the amount of the net proceeds from the Offering
retained by the Company, investment opportunities available to the Company or
the Bank, capital requirements, regulatory limitations, the Company's and the
Bank's financial condition and results of operations, tax considerations and
general economic conditions. Consequently, there can be no assurance that
dividends will in fact be paid on the Common Stock or that, if paid, such
dividends will not be reduced or eliminated in future periods. See "Market for
the Common Stock."
The Company will not be subject to OTS regulatory restrictions on the
payment of dividends although the source of such dividends depend in part upon
the receipt of dividends from the Bank. The Bank must provide the OTS with 30
days prior notice of its intention to make a capital distribution to the
Company. OTS regulations in certain circumstances limit the amount of any
capital distribution by federal savings banks. In addition, the portion of the
Bank's earnings which has been appropriated for bad debt reserves and deducted
for federal income tax purposes cannot be used by the Bank to pay cash dividends
to the Company without the payment of federal income taxes by the 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.
The Company does not contemplate any distribution by the Bank that would result
in a recapture of the Bank's bad debt reserve or otherwise create federal tax
liabilities. See "Taxation--Federal Income Taxes" and Note 9 to Consolidated
Financial Statements, and "Regulation--Federal Regulation of Savings
Institutions--Limitations on Capital Distributions."
Additionally, in connection with the Reorganization, the Company and
the Bank have committed to the OTS that during the one-year period following the
consummation of the Reorganization and the Offering, the Company will not take
any action to declare an extraordinary dividend to stockholders which would be
treated by recipient stockholders as a tax-free return of capital for federal
income tax purposes without prior approval of the OTS.
24
<PAGE>
MARKET FOR THE COMMON STOCK
The Company was recently formed and has never issued capital stock. The
Bank, as a mutual institution, has never issued capital stock. The Company has
applied to have the Common Stock quoted on the Nasdaq National Market under the
symbol "____." The requirements for listing include a minimum number of publicly
traded shares, market markers and record holders, and a minimum market
capitalization. Although under no obligation to do so, Ryan Beck has indicated
its intention to make a market in the Common Stock. Based on management's
analysis of the results of recent conversion stock offerings, the Bank believes
that the Company will satisfy these requirements. If the Company is unable, for
any reason, to list the Common Stock on the Nasdaq National Market, or to
continue to be eligible for such listing, then Management believes that the
Common Stock will be traded on the over-the-counter market with quotations
available through the OTC Bulletin Board.
Additionally, the development of a public market having the desirable
characteristics of depth, liquidity and orderliness depends on the existence of
willing buyers and sellers, the presence of which is not within the control of
the Company, the Bank or any market maker. There can be no assurance that
persons purchasing the Common Stock will be able to sell their shares at or
above the Subscription Price. Therefore, purchasers of the Common Stock should
have a long-term investment intent and should recognize that a possibly limited
trading market may make it difficult to sell the Common Stock, and may have an
adverse effect on the price of the Common Stock.
CAPITALIZATION
The following table presents the historical capitalization of the Bank
at December 31, 1997, and the pro forma consolidated capitalization of the
Company as of that date after giving effect to the Reorganization and Offering,
based upon the assumptions set forth in the "Pro Forma Data" section.
<TABLE>
<CAPTION>
Pro Forma Consolidated Capitalization
Based Upon the Issuance of
---------------------------------------------------------
1,833,646
1,178,525 1,368,500 1,594,475 Shares of
Shares at Shares at Shares at Adjusted
Minimum Midpoint Maximum Maximum
Historical of Offering of Offering of Offering of Offering
Capitalization Range Range Range Range(1)
-------------- ----- ----- ----- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Deposits (2)............................ $ 198,363 $198,363 $ 198,363 $ 198,363 $198,363
========= ======== ========= ========= ========
Stockholders' equity (3):
Preferred Stock, $1.00 par value, 10,000,000
shares authorized; none to be issued -- -- -- -- --
Common Stock, $1.00 par value, 20,000,000
shares authorized; minority shares to be issued
as reflected......................... -- 2,508 2,950 3,393 3,901
Additional paid-in capital............ -- 8,677 10,315 11,952 13,835
Net unrealized holding gain on securities 418 418 418 418 418
Less:
Common Stock acquired by ESOP (4) -- 943 1,109 1,276 1,467
Common Stock acquired by
Recognition Plan (5).............. -- 471 555 638 733
--------- -------- --------- --------- --------
Retained earnings, substantially restricted(6) 16,123 16,123 16,123 16,123 16,123
Total stockholders' equity........ $ 16,541 $ 26,312 $ 28,142 $ 29,972 $ 32,077
========= ======== ========= ========= ========
Total stockholders' equity as a percentage of
pro forma total assets.............. 7.6% 11.0% 11.6% 12.1% 12.8%
========= ======== ========= ========= ========
</TABLE>
(footnotes on following page)
25
<PAGE>
(1) As adjusted to give effect to an increase in the number of shares which
could occur due to an increase in the maximum of the Valuation Range and
the maximum of the Offering Range of up to 15% to reflect changes in market
and financial conditions following the commencement of the Offering.
(2) Excludes withdrawals from deposit accounts for the purchase of Common
Stock. Such withdrawals will reduce pro forma deposits by the amount
thereof.
(3) Does not reflect additional shares of Common Stock that could be purchased
pursuant to the Stock Option Plan, if implemented, under which directors,
executive officers and other employees of the Company would be granted
options to purchase an aggregate amount of Common Stock equal to 10% of the
shares issued in the Offering. Implementation of the Stock Option Plan
requires shareholder approval, which may be sought no earlier than six
months following the Reorganization.
(4) Assumes purchases by the ESOP of a number of shares equal to 8% of the
shares sold in the Offering. The funds used to acquire the ESOP shares will
be borrowed from the Company. See "Use of Proceeds." The Bank intends to
make contributions to the ESOP sufficient to service and ultimately retire
its debt. The Common Stock acquired by the ESOP is reflected as a reduction
of shareholders' equity. As the ESOP debt is repaid, shares will be
released and allocated to participants' accounts. See "Management--Benefit
Plans--Employee Stock Ownership Plan and Trust."
(5) Assuming the receipt of shareholder approval, the Company intends to
implement the Recognition Plan. Assuming such implementation, the
Recognition Plan will purchase an amount of shares equal to 4% of the
Common Stock sold in the Offering. Such shares may be purchased from
authorized but unissued shares or in the open market. If shares for the
Recognition Plan are issued from authorized but unissued shares, the
dilution of such issuance to the voting interest of existing stockholders
would be 1.94%. The Common Stock to be purchased by the Recognition Plan
represents unearned compensation and is, accordingly, reflected as a
reduction to pro forma stockholders' equity.
(6) Retained earnings are substantially restricted, see "Financial Statements."
Pro forma amounts are reduced by $100,000 that will be used to capitalize
the Mutual Holding Company.
PRO FORMA DATA
The actual net proceeds from the sale of the Common Stock cannot be
determined until the Offering is completed. The following estimated pro forma
information is based upon the assumptions that the Reorganization expenses,
including the fees payable to Ryan Beck, will be approximately $600,000, and
that no Contingent Shares will be issued. Actual expenses may vary from those
estimated.
Pro forma consolidated net income of the Company for the year ended
December 31, 1997 has been calculated as if the Company had been in existence
and estimated net proceeds received by the Company and the Bank had been
invested at an assumed interest rate of 5.55% for the year ended December 31,
1997. The reinvestment rate was calculated based on the one year U.S. Treasury
bill rate (which, in light of changes in interest rates in recent periods are
deemed by the Company and the Bank to more accurately reflect pro forma
reinvestment rates than the arithmetic average method). The effect of
withdrawals from deposit accounts for the purchase of Common Stock has not been
reflected. The pro forma after-tax yield on the estimated net proceeds is
assumed to be 3.50% for the year ended December 31, 1997, based on an effective
tax rate of 37.0%. 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. No effect has been given in the pro forma
stockholders' equity calculations for the assumed earnings on the net proceeds.
It is assumed that the Company will retain 50% of the estimated adjusted net
Offering proceeds.
The following pro forma information may not be representative of the
financial effects of the foregoing transactions at the dates on which such
transactions actually occur and should not be taken as indicative of future
results of operations. Pro forma consolidated stockholders' equity represents
the difference between the stated amount of assets and liabilities of the
Company computed in accordance with generally accepted accounting principles
("GAAP"). 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.
26
<PAGE>
The following table summarizes historical data of the Bank and pro
forma data of the Company at or for the year ended December 31, 1997, based on
assumptions set forth above and in the table and should not be used as a basis
for projections of market value of the Common Stock following the
Reorganization. No effect has been given in the tables to the possible issuance
of additional shares reserved for future issuance pursuant to the Stock Option
Plan. See "The Reorganization--Liquidation Rights," and "Management of the
Bank--Directors' Compensation," and "--Executive Compensation."
<TABLE>
<CAPTION>
At or For the Year Ended December 31, 1997
Based upon the Sale for $10.00 of
---------------------------------------------------
1,178,525 1,386,500 1,594,475 1,833,646
Shares Shares Shares Shares (1)
------ ------ ------ ----------
(Dollars in Thousands, Except Per Share Data)
<S> <C> <C> <C> <C>
Gross proceeds.............................................. $ 11,785 $ 13,865 $ 15,945 $ 18,336
Less Offering expenses...................................... 600 600 600 600
---------- ---------- ---------- ----------
Estimated net proceeds.................................... $ 11,185 $ 13,265 $ 15,345 $ 17,736
---------- ---------- ---------- ----------
Common Stock purchased by ESOP.............................. (943) (1,109) (1,276) (1,467)
Common Stock purchased by Recognition Plan.................. (471) (555) (638) (733)
---------- ----------- ----------- -----------
Estimated investable proceeds............................. $ 9,771 $ 11,601 $ 13,431 $ 15,536
========== ========== ========== ==========
Net earnings:
Historical................................................ $ 1,553 $ 1,553 $ 1,553 $ 1,553
Pro forma income on net proceeds (2)...................... 342 406 470 543
Pro forma ESOP adjustment (3)............................. (59) (70) (80) (92)
Pro forma Recognition Plan adjustment (4)................. (59) (70) (80) (92)
---------- ----------- ----------- -----------
Pro forma net earnings................................. $ 1,777 $ 1,819 $ 1,863 $ 1,912
========== ========== ========== ==========
Per share net earnings: (5) (6)
Historical................................................ $ 0.62 $ 0.53 $ 0.46 $ 0.40
Pro forma income on net proceeds (2)...................... 0.14 0.14 0.14 0.14
Pro forma ESOP adjustment (3)............................. (0.02) (0.02) (0.02) (0.02)
Pro forma Recognition Plan adjustment (4)................. (0.02) (0.02) (0.02) (0.02)
---------- ----------- ----------- -----------
Pro forma net earnings per share (4)(5)................ $ 0.74 $ 0.64 $ 0.57 $ 0.51
========== ========== ========== ==========
Stockholders' equity:
Historical (8)............................................ $ 16,541 $ 16,541 $ 16,541 $ 16,541
Estimated adjusted net proceeds (9)....................... 11,185 13,265 15,345 17,736
Common Stock acquired by ESOP (3)......................... (943) (1,109) (1,276) (1,467)
Common Stock acquired by Recognition Plan (4)............. (471) (555) (638) (733)
---------- ----------- ----------- -----------
Pro forma stockholders' equity............................ $ 26,312 $ 28,142 $ 29,972 $ 32,077
========== ========== ========== ==========
Stockholders' equity per share: (5) (7)
Historical................................................ $ 6.60 $ 5.61 $ 4.88 $ 4.24
Estimated adjusted net proceeds (8)....................... 4.46 4.50 4.52 4.55
Common Stock acquired by ESOP (3)......................... (0.38) (0.38) (0.38) (0.38)
Common Stock acquired by Recognition Plan (4)............. (0.19) (0.19) (0.19) (0.19)
---------- ----------- ----------- -----------
Pro forma stockholders' equity per share (5).............. $ 10.49 $ 9.54 $ 8.83 $ 8.22
========== ========== ========== ==========
Offering price as a percentage of pro forma stockholders' equity 95.33% 104.82% 113.25% 121.65%
======== ========== ======= ==========
Offering price to pro forma net earnings per share (5) 13.51x 15.63x 17.54x 19.61x
======== ======== ======== ======
</TABLE>
(footnotes on following page)
27
<PAGE>
(1) Assumes that at the conclusion of the Offering the maximum of the Valuation
Range increases by 15% to $39,013,750 and that the Bank increases the
number of shares sold in the Offering to 1,833,646.
(2) No effect has been given to withdrawals from savings accounts for the
purpose of purchasing Common Stock. Since funds on deposit at the Bank may
be withdrawn to purchase shares of Common Stock (which will reduce deposits
by the amount of such purchases), the net amount of funds available to the
Bank for investment following receipt of the net proceeds of the Offering
will be reduced by the amount of such withdrawals.
(3) Assumes that 8% of the shares of Common Stock sold in the Offering will be
purchased by the ESOP. The funds used to acquire such shares will be
borrowed by the ESOP from the Company. The Bank intends to make annual
contributions to the ESOP in an amount at least equal to the principal and
interest requirements of the debt, which is expected to have a maturity of
10 years. The pro forma net earnings assume that the Bank's total annual
contribution is equivalent to the debt service requirement for the year
ended December 31, 1997, and was made at the end of each period.
(4) Subsequent to the completion of the Offering, and subject to the approval
by stockholders the Recognition Plan intends to purchase an aggregate
number of shares of Common Stock equal to 4% of the shares to be issued in
the Offering. The shares may be acquired directly from the Company from
authorized but unissued shares, or through open market purchases. The funds
to be used by the Recognition Plan to purchase the shares will be provided
by the Company or the Bank. Assumes that the Recognition Plan acquires the
shares from the Company at the Subscription Price with funds contributed by
the Company, and that 20% of the amount contributed to the Recognition Plan
is amortized as an expense for the year ended December 31, 1998. If shares
for the Recognition Plan are issued from authorized but unissued shares,
pro forma net earnings per share would be $0.73, $0.63, $0.56 and $0.50 at
the minimum, midpoint, maximum and adjusted maximum of the Valuation Range,
respectively; pro forma book value per share would be $10.30, $9.36, $8.67
and $8.07 at the minimum, midpoint, maximum and adjusted maximum of the
Valuation Range, respectively; and the voting dilution of such issuance
would be 1.94% on all stockholders.
(5) Assumes 2,507,500 shares, 2,950,000 shares, 3,392,500 shares, and 3,901,375
shares are outstanding at the minimum, midpoint, maximum, and adjusted
maximum of the Valuation Range. Such number of shares includes shares sold
in the Offering and shares issued to the Mutual Holding Company in the
Reorganization. In accordance with The American Institute of Certified
Public Accountants Statement of Position 93-6, "Employers' Accounting for
Employee Stock Option Plans," 9,428, 11,092, 12,756 and 14,669 ESOP shares
at the minimum, midpoint, maximum and adjusted maximum of the Valuation
Range, respectively were also considered outstanding for purposes of
calculating net earnings per share. No effect has been given to the
issuance of additional shares of Common Stock pursuant to the Company's ^
Stock Option Plans. However, the number of shares to be issued pursuant to
stock options would be 117,853, 138,650, 159,448 and 183,365 at the
minimum, midpoint, maximum, and adjusted maximum of the Valuation Range,
respectively. Assuming all shares reserved under the Stock Option Plan are
issued at an exercise price of $10.00 per share, pro forma net earnings per
share would be $0.70, $0.61, $0.54 and $0.48 at the minimum, midpoint,
maximum and adjusted maximum of the Valuation Range, respectively,
stockholders' equity per share would be $10.47, $9.56, $8.89 and $8.30 at
the at the minimum, midpoint, maximum and adjusted maximum of the Valuation
Range, respectively, and the dilution to the voting interest of existing
stockholders would be 4.86%.
(6) Annualized where appropriate.
(7) Stockholders' equity represents the excess of the carrying value of the
assets of the Bank over its liabilities. The amounts shown do not reflect
the federal income tax consequences of the potential restoration to income
of the bad debt reserves for income tax purposes, which would be required
in the event of liquidation.
(8) Includes assumed proceeds from sale to the Recognition Plans for $10.00 per
share of a number of authorized but unissued shares equal to 4% of the
number of shares sold in the Offering. Purchases by the Recognition Plan
will be made at the fair market value of such shares at the time of
purchase, which may be more or less than $10.00.
28
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
The following Consolidated Statements of Income of the Bank and
subsidiary for the fiscal years ended December 31, 1997 and 1996 have been
audited by Radics & Co., LLC, independent certified public accountants, whose
report thereon appears elsewhere in this Prospectus. These statements should be
read in conjunction with the Consolidated Financial Statements and Notes thereto
and Management's Discussion and Analysis of Financial Condition and Results of
Operations included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------------
1997 1996
------------- --------------
Interest income:
<S> <C> <C>
Loans (see notes 1 and 3).................................... $ 10,942,843 $ 9,067,269
Mortgage-backed securities available for sale (see note 1) 3,536,358 4,036,856
Investment securities available for sale (see note 1) 197,426 248,508
Other interest-earning assets (see note 1)................... 406,373 370,650
------------- -------------
Total interest income...................................... 15,083,000 13,723,283
------------- -------------
Interest expense:
Deposits (see notes 1 and 6)................................. 8,908,267 8,048,040
Advances..................................................... 95,774 645
------------- -------------
Total interest expense..................................... 9,004,041 8,048,685
------------- -------------
Net interest income............................................. 6,078,959 5,674,598
Provision for loan losses (see notes 1 and 3)................... 200,000 43,056
------------- -------------
Net interest income after provision for loan losses............. 5,878,959 5,631,542
------------- -------------
Non-interest income:
Fees and service charges on deposits......................... 178,606 171,440
Fees and service charges on loans (see note 1)............... 120,302 106,866
Gain on sales of securities available
for sale (see notes 1 and 2) .............................. 128,716 --
Gain on sale of office building.............................. -- 23,372
Gain on sale of loans........................................ 4,395 --
Miscellaneous................................................ 99,929 49,470
------------- -------------
Total non-interest income.................................. 531,948 351,148
------------- -------------
Non-interest expenses:
Salaries and employee benefits (see note 8).................. 1,980,390 1,966,496
Net occupancy expense of premises (see note 1)............... 445,516 468,782
Equipment (see note 1)....................................... 415,666 355,226
Advertising.................................................. 184,000 97,432
Federal insurance premium ................................... 119,643 1,382,048
Loss from foreclosed real estate (see note 12)............... 3,144 3,945
Miscellaneous (see note 1)................................... 832,393 816,358
------------- -------------
Total non-interest expense................................. 3,980,752 5,090,287
------------- -------------
Income before income taxes...................................... 2,430,155 892,403
Income taxes (see notes 1, 9 and 12)............................ 876,950 283,481
------------- -------------
Net income...................................................... $ 1,553,205 $ 608,922
============= =============
</TABLE>
See notes to consolidated financial statements.
29
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
The Company has not yet been formed and, accordingly, has no results of
operations. The Bank's results of operations depend primarily on its net
interest income, which is the difference between the income earned on its loan
and securities portfolios and the interest expense paid on interest-bearing
liabilities. Results of operations are also affected by the Bank's provision for
loan losses, fees and service charges on deposits and loans, and gains on sales
of securities. The Bank's non-interest expense consists primarily of salaries
and employee benefits, occupancy expense, equipment expense, federal deposit
insurance premiums, advertising and other expenses. Results of operations are
also significantly affected by general economic and competitive conditions,
particularly changes in market interest rates, government policies and actions
of regulatory authorities.
Business Strategy
The Bank has several strategies designed to enhance profitability
consistent with safety and soundness. These strategies include but are not
limited to: (i) emphasizing one-to-four family residential real estate lending;
(ii) complementing the Bank's traditional lending by increasing consumer,
multi-family and commercial real estate loans; (iii) maintaining asset quality;
(iv) expanding its deposit products to include checking and other transaction
accounts; and (v) growing at a controlled rate as market conditions permit and
consistent with profitability objectives. The Bank is subject to intense
competition, and there can be no assurances that the Company will successfully
implement these strategies.
o Emphasizing Traditional One-to-Four Family Residential Real Estate
Lending. Historically, the Bank has emphasized one-to-four family residential
lending within the Bank's primary market area. As of December 31, 1997,
approximately 93.9% of the Bank's total loan portfolio consisted of one-to-four
family residential real estate loans. During the year ended December 31, 1997,
the Bank originated $38.6 million of one-to-four family residential real estate
loans, and the Bank's portfolio of such loans totaled $143.6 million at December
31, 1997. Although the yields on residential mortgage loans are often less than
the yields on consumer loans and commercial real estate loans, the Bank intends
to continue to emphasize one-to-four family lending because of its expertise
with such lending, and the relatively low delinquency rates on one-to-four
family mortgage loans compared to other loans.
o Increasing Consumer and Other Lending. To complement the Bank's
continued emphasis on one-to-four family residential real estate lending, the
Bank intends to increase consumer, multi-family and commercial real estate
lending as market conditions permit, and consistent with safety and soundness.
As of December 31, 1997, commercial and multi-family residential real estate
loans totaled $3.2 million, or 2.1% of the Bank's gross loan portfolio, and
consumer loans totaled $6.2 million, or 4.1% of the Bank's gross loan portfolio.
To accomplish the desired growth in these areas, the Bank has evaluated consumer
and multi-family loan products offered by competitors, and intends to offer
variations that management believes will be attractive to consumers in the
Bank's market area. The Bank will also increase its advertising of these loan
products to compete more effectively in its marketplace. Management believes
that it can safely originate, service and monitor these loans; however, such
loans generally have greater credit risk than one-to-four family residential
real estate loans.
o Maintaining Asset Quality While Implementing the Bank's Lending
Strategies. As of December 31, 1997, the Bank had $934,000 of loans delinquent
90 days or more, which represented .61% of net loans. The Bank's allowance for
loan losses as of December 31, 1997 was $723,000, or .48% of net loans and 77.4%
of nonperforming loans. During the year ended December 31, 1997, the Bank
charged-off loans totaling $11,000. The Bank had no loan charge-offs in 1996.
The Bank's goal is to gradually increase its portfolio of multi-family loans
while applying prudent underwriting standards. It may be necessary to increase
the provision for loan losses, which will have an adverse effect on the Bank's
net income.
30
<PAGE>
o Attracting Checking and Other Transaction Accounts. As of December
31, 1997 the Bank had $15.9 million of transaction accounts, which represented
8.0% of total deposits. Of total checking accounts, $3.4 million were
non-interest bearing deposits. At December 31, 1997, the Bank had $45.2 million
of savings accounts, which represented 22.8% of total deposits. The Bank's goal
is to continue to increase these types of deposits through advertising. The Bank
believes that building relationships with core deposit customers is an effective
means of marketing and selling loan products and other services.
o Sustained Growth and Profitability. Total assets of the Bank have
grown by 35.6% during the past five years from $160.3 million at December 31,
1992 to $217.4 million at December 31, 1997. The Bank intends to continue to
grow and expand its operations as market conditions permit, and consistent with
management's profitability objectives. The Bank may effect such growth through
new branches and branch acquisitions.
Management of Market Risk
General. As with other savings institutions, the Bank's most
significant form of market risk is interest rate risk. The Bank's assets,
consisting primarily of mortgage loans, have longer maturities than its
liabilities, consisting primarily of deposits. As a result, a principal part of
the Bank's business strategy is to manage interest rate risk and reduce the
exposure of the Bank's net interest income to changes in market interest rates.
Accordingly, the Board of Directors has established an Asset/Liability
Management Committee which is responsible for evaluating the interest rate risk
inherent in the Bank's assets and liabilities, determining the level of risk
that is appropriate given the Bank's business strategy, operating environment,
capital, liquidity and performance objectives, and managing this risk consistent
with the guidelines approved by the Board of Directors. The Asset/Liability
Management Committee consists of senior management operating under a policy
adopted by the Board of Directors and meets at least quarterly to review the
Bank's asset/liability policies and interest rate risk position. See "Risk
Factors--Potential Effects of Changes in Interest Rates and the Current Interest
Rate Environment."
In recent years, the Bank has used the following strategies to manage
interest rate risk: (1) emphasizing one-to- four family adjustable rate mortgage
("ARM") and fixed-rate mortgage lending with maturities of 15 years or less, (2)
purchasing adjustable rate mortgage-backed securities guaranteed by FNMA or
FHLMC, (3) increasing adjustable rate home equity lending and fixed rate home
equity lending with maturities of five years or less, and (4) investing in
shorter-term securities which generally have lower yields compared to longer
term investments, but which better position the Bank to reinvest its assets if
market interest rates increase. The Bank does not engage in, trading activities
or use derivative instruments to control interest rate risk.
The Bank's current investment strategy is to maintain a securities
portfolio that provides a source of liquidity and that contributes to the Bank's
overall profitability and asset mix within given quality and maturity
considerations. The securities portfolio consists primarily of U.S. Treasury,
Federal Government and government sponsored corporation securities. All of the
Bank's investment securities, other than FHLB stock, are classified as available
for sale to provide management with the flexibility to make adjustments to the
portfolio in the event of changes in interest rates, to fulfill unanticipated
liquidity needs, or to take advantage of alternative investment opportunities.
Net Portfolio Value. In recent years, the Bank had measured the
interest rate sensitivity by computing the "gap" between the assets and
liabilities which were expected to mature or reprice within certain time
periods, based on assumptions regarding loan prepayment and deposit decay rates
formerly provided by the OTS. However, the OTS now requires the computation of
amounts by which the net present value of an institution's cash flow from
assets, liabilities and off balance sheet items (the institution's net portfolio
value or "NPV") would change in the event of a range of assumed changes in
market interest rates. These computations estimate the effect on an
institution's NPV from instantaneous and permanent 1% to 4% (100 to 400 basis
points) increases and decreases in market interest rates.
31
<PAGE>
The following table presents the Bank's NPV at December 31, 1997, as
calculated by the OTS, which is based upon quarterly information that the Bank
provided voluntarily to the OTS.
<TABLE>
<CAPTION>
Percentage Change in Net Portfolio Value
----------------------------------------
Changes Board
in Market Projected Policy Estimated Amount of
Interest Rates Change (1) Guidelines(2) NPV Change
- ----------------- ------------------ ------------- ------------------- ----------------
(basis points)
(Dollars in Thousands)
<S> <C> <C> <C> <C>
400 (71.0)% (75.0)% $ 6,034 $ (14,786)
300 (50.0)% (50.0)% 10,417 (10,403)
200 (30.0)% (37.5)% 14,543 (6,277)
100 (13.0)% (18.8)% 18,174 (2,646)
0 --% --% 20,820 --
(100) 8.0% (15.0)% 22,424 1,604
(200) 11.0% (25.0)% 23,035 2,215
(300) 11.0% (50.0)% 23,170 2,349
(400) 16.0% (100.0)% 24,153 3,332
- -------------------------
</TABLE>
(1) Calculated as the amount of change in the estimated NPV divided by the
estimated NPV assuming no change in interest rates.
Certain shortcomings are inherent in the methodology used in the above
interest rate risk measurement. Modeling changes in NPV requires making certain
assumptions which may or may not reflect the manner in which actual yields and
costs respond to changes in market interest rates. In this regard, the NPV table
presented assumes that the composition of the Bank's interest sensitive assets
and liabilities existing at the beginning of a period remain constant over the
period being measured and assumes that a particular change in interest rates is
reflected uniformly across the yield curve regardless of the duration to
maturity or repricing of specific assets and liabilities. Accordingly, although
the NPV table provides an indication of the Bank's interest rate risk exposure
at a particular point in time, such measurements are not intended to and do not
provide a precise forecast of the effect of changes in market interest rates on
the Bank's net interest income, and will differ from actual results.
Additionally, the guidelines established by the Board of Directors are not
strict limitations. While a goal of the Asset/Liability Management Committee and
the Board of Directors is to limit projected NPV changes within the Board's
guidelines, the Bank will not necessarily limit projected changes in NPV if the
required action would present disproportionate risk to the Bank's continued
profitability.
Comparison of Financial Condition at December 31, 1997 and 1996
Assets. Total assets for the year ended December 31, 1997 increased by
$15.9 million, or 7.9%, to $217.4 million from $201.5 million. The increase in
total assets resulted primarily from a $21.5 million, or a 16.3%, increase in
gross loans receivable to $153.0 million from $131.5 million. This increase was
partially offset by a $2.6 million, or 4.7%, decrease in mortgage backed
securities from $55.5 million to $52.9 million. The increase in loans receivable
resulted primarily from continued demand for one-to four-family mortgage loans
as the Bank originated $38.6 million of such mortgage loans during 1997.
Mortgage backed securities decreased primarily because the Bank was able to
invest part of the proceeds of mortgage-backed securities prepayments and
repayments in new one-to four-family mortgage loans. Government and government
agency securities decreased by $3.0 million, or 75.0% from $4.0 million to $1.0
million. This decrease was the result of a maturity of one investment security
and another being called by the issuer.
Liabilities. Total liabilities for the year ended December 31, 1997,
increased by $14.1 million, or 7.6% from $186.7 million to $200.8 million. This
increase was primarily due to a $11.1 million, or 8.8%, increase in certificates
of deposit to $137.3 million from $126.2 million which resulted, in part, from
increased advertising in the Bank's market area.
32
<PAGE>
Total Retained Earnings. Total retained earnings as of the year ended
December 31, 1997, increased by $1.7 million, or 11.5% to $16.5 million from
$14.8 million. The increase in total retained earnings was due to net income of
$1.56 million and a $175,000 increase in the unrealized gain on securities (net
of taxes) available for sale.
Analysis of Results of Operations
Net Interest Income. Net interest income represents the difference
between income on interest-earning assets and expense on interest-bearing
liabilities. Net interest income depends on the interest yield on interest
earning assets and the interest paid on interest-bearing liabilities, as well as
the relative amounts of interest-earning assets and interest-bearing
liabilities.
33
<PAGE>
The following table sets forth certain information relating to the Bank
at December 31, 1997, and for the years ended December 31, 1997, 1996 and 1995.
For the periods indicated, the total dollar amount of interest income from
average interest-earning assets and the resultant yields, as well as the
interest expense on average interest-bearing liabilities and the resultant cost,
is expressed both in dollars and rates. No tax equivalent adjustments were made.
All average balances are monthly averages.
<TABLE>
<CAPTION>
Years Ended December 31,
At --------------------------------------------------------------
December 31, 1997 1997 1996
-------------------- ------------------------------- -----------------------------
Yield/ Average Yield/ Average Yield/
Balance Cost Balance Interest Cost Balance Interest Cost
------- ---- ------- -------- ---- ------- -------- ----
(Dollars in Thousands)
Interest-earning assets:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Loans receivable (1)(2)..... $152,923 7.54% $144,513 $10,944 7.57% $117,720 $ 9,067 7.70%
Mortgage-backed securities 52,925 6.51 53,333 3,536 6.63 61,131 4,037 6.60
Investment securities....... 992 6.49 3,126 197 6.30 3,264 249 7.63
Other interest-earning assets 6,543 5.91 7,086 406 5.73 6,602 371 5.62
------ ------ ------ ------- -----
Total interest-earning assets 213,383 7.23 208,058 15,083 7.25 188,717 13,724 7.27
------ ------
Non-interest earning assets 4,054 3,572 3,855
--------- --------- -------
Total assets................... $217,437 $211,630 $192,572
======== ======== ========
Interest-bearing liabilities:
Interest bearing deposits
Demand.................... $12,505 1.77 $12,358 $ 244 1.97 $12,453 290 2.33
Savings and Club.......... 45,168 3.00 44,803 1,346 3.00 44,426 1,312 2.95
Certificate of deposit.... 137,314 5.52 132,467 7,318 5.52 117,347 6,446 5.49
Borrowed funds.............. -- -- 1,663 96 5.77 12 1 5.49
------- ------- ------- ------- -------
Total interest-bearing liabilities 194,987 4.62 191,291 9,004 4.71 174,238 8,049 4.62
------ -----
Non-interest bearing liabilities 5,909 4,734 3,943
Retained earnings.............. 16,541 15,605 14,391
------- ------- -------
Total liabilities and retained
earnings..................... $217,437 $211,630 $192,572
======== ======== ========
Net interest income............ $ 6,079 $ 5,675
======= =======
Net interest rate spread....... 2.61% 2.54% 2.65%
====== ====== =====
Net yield on average
interest-earning assets...... 2.92% 3.01%
====== =====
Ratio of average interest-earning assets
to interest-bearing liabilities 1.09x 1.08x
==== ====
</TABLE>
<PAGE>
Year Ended December 31,
-----------------------------
1995
-----------------------------
Average Yield/
Balance Interest Cost
------- -------- ----
(Dollars in Thousands)
Interest-earning assets:
Loans receivable (1)(2)..... $103,179 $ 8,050 7.80%
Mortgage-backed securities 58,451 3,952 6.76
Investment securities....... 5,561 351 6.31
Other interest-earning assets 4,717 342 7.25
------- ------
Total interest-earning assets 171,908 12,695 7.38
------
Non-interest earning assets 4,305
-------
Total assets................... $176,213
========
Interest-bearing liabilities:
Interest bearing deposits
Demand.................... 11,039 294 2.66
Savings and Club.......... 45,842 1,366 2.98
Certificate of deposit.... 100,558 5,225 5.20
Borrowed funds.............. 962 45 4.68
------- -----
Total interest-bearing liabilities 158,401 6,930 4.37
-----
Non-interest bearing liabilities 4,597
Retained earnings.............. 13,215
-------
Total liabilities and retained
earnings..................... $176,213
========
Net interest income............ 5,765
=====
Net interest rate spread....... 3.01%
====
Net yield on average
interest-earning assets...... 3.35%
====
Ratio of average interest-earning assets
to interest-bearing liabilities 109x
========
(1) Calculated net of deferred loan fees and discounts and loans in process.
(2) Includes non-accrual loans.
34
<PAGE>
The table below sets forth information regarding changes in the Bank's
interest income and interest expense for the periods indicated. For each
category of interest-earning assets and interest-bearing liabilities,
information is provided on changes attributable to (i) changes in volume
(changes in volume multiplied by old rate) and (ii) changes in rate (changes in
rate multiplied by old volume). Changes attributable to both rate and volume,
which cannot be segregated, have been allocated proportionately to the change
due to volume and the change due to rate.
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, 1996 vs December 31, 1997 December 31, 1996 vs December 31, 1995
Increase (Decrease) Increase (Decrease)
Due to Due to
----------------------------------------- ----------------------------------------
Volume Rate Total Volume Rate Total
------ ---- ----- ------ ---- -----
(In Thousands)
Interest income:
<S> <C> <C> <C> <C> <C> <C>
Loans receivable................. $ 2,032 $ (155) $ 1,877 $ 1,121 $ (104) $ 1.017
Mortgage backed securities....... (519) 18 (501) 179 (94) 85
Investment securities............ (10) (42) (52) (165) 63 (102)
Other interest-earning assets.... 28 7 35 117 (88) 29
---------- --------- ---------- ---------- --------- ----------
Total interest income........ 1,531 (172) 1,359 1,253 (224) 1,029
---------- ---------- ---------- ---------- ---------- ----------
Interest expense:
Interest-bearing demand.......... (2) (44) (46) 35 (39) (4)
Savings and club accounts........ 11 23 34 (41) (13) (54)
Certificates of deposit.......... 837 35 872 915 306 1,221
Borrowed funds................... 95 0 95 (51) 7 (44)
---------- --------- ---------- ---------- --------- ----------
Total interest expense....... 941 14 955 859 260 1,119
---------- --------- ---------- ---------- --------- ----------
Change in interest income............. $ 590 $ (186) $ 404 $ 394 $ (484) $ (90)
========== ========== ========== ========== ========== ==========
</TABLE>
Comparison of Operating Results For the Years Ended December 31, 1997 and 1996
General. The Bank's net income depends primarily on its level of net
interest income, which is the difference between interest earned on the Bank's
interest-earning assets, consisting primarily of one-to-four family mortgage
loans, mortgage-backed securities, home equity loans, commercial real estate
loans, multi-family real estate loans, and investment securities, and the
interest paid on interest-bearing liabilities, consisting primarily of deposits.
Net interest income is affected primarily by (i) the Bank's interest rate
spread, which is the difference between the average yield earned on
interest-earning assets and the average rate paid on interest-bearing
liabilities, and by (ii) the average balance of interest-earning assets as
compared to interest-bearing liabilities. The Bank's net income is also affected
by its level of non-interest income consisting primarily of fees and service
charges on deposits and loans, and gains on sale of securities, loans and other
assets, as well as its level of non-interest expense, including salaries and
employee benefits, occupancy, equipment, advertising, deposit insurance,
professional services and other non-interest expenses.
Interest Income. Interest income increased by $1.4 million, or 10.2%,
to $15.1 million for the year ended December 31, 1997 from $13.7 million for the
prior year. The increase was due to a $1.9 million increase in income on loans
and a $35,000 increase in income on other interest earning assets, which was
only partially offset by a $500,000 decrease in income from mortgage backed
securities, and a $52,000 decrease in income from investment securities. The
increase in income from loans was attributable primarily to a $26.8 million, or
22.8%, increase in the average balance of loans to $144.5 million from $117.7
million, which was offset by a 13 basis point decrease in the average yield on
loans to 7.57% in 1997 from 7.70% in 1996. The increase in the Bank's average
loan portfolio resulted from the Bank's originations exceeding repayments and
loans sold by $21.5 million. The Bank's strategy is to continue to prudently
grow its loan portfolio, although there can be no assurances that the Bank will
be able to do so. The decrease in average yield on loans receivable resulted
from originating lower yielding residential mortgage loans in a relatively low
interest rate environment.
35
<PAGE>
Interest income on the Bank's investment securities decreased by
$52,000, or 20.5%, to $197,000 from approximately $249,000. The decrease in
interest income on investment securities resulted from a scheduled maturity of
one investment and another investment being called, the interest rate of which
exceeded the average rate for the Bank's investment securities, which resulted
in a decrease in the average yield on investment securities to 6.30% during 1997
from 7.63% during 1996. Interest income on mortgage-backed securities decreased
by $500,000, or 12.5%, to $3.5 million in 1997 from $4.0 million in 1996. The
decrease in interest income on mortgage-backed securities resulted from a $7.8
million, or 12.8%, decrease in average mortgage-backed securities to $53.3
million from $61.1 million, which was only partially offset by a slight increase
in the yield on average mortgage-backed securities to 6.63% from 6.60%. The
yield on mortgage-backed securities decreased to 6.51% at December 31, 1997. The
decline in yield as of December 31, 1997 resulted primarily from management's
strategy to replace $27.0 million of fixed rate mortgage backed securities with
$27.0 million of adjustable rate mortgage securities. This strategy was
implemented in the third and fourth quarters of 1997 in an effort to reduce the
Bank's overall interest rate risk. The decrease in the average balance of
mortgage-backed securities also resulted from prepayments of the underlying
mortgage loans in a declining interest rate environment and the reinvestment of
the proceeds of such prepayments in one-to-four family mortgage loans.
Interest Expense. Interest expense increased by $955,000, or 11.9%, to
$9.0 million for the year ended December 31, 1997 from $8.0 million for the
prior year. This increase was the result of a $17.1 million, or 9.8%, increase
in the Bank's average interest bearing liabilities combined with a slight
increase in the Bank's average cost of funds to 4.71% from 4.62%. The increase
in average interest bearing liabilities resulted primarily from increases in the
average balances of the Bank's certificate of deposit products, as well as, an
increase in other borrowed funds. The increase in the average cost of the Bank's
deposits resulted from increasing the rates paid on deposits in order to better
compete with rates offered by other financial institutions.
Net Interest Income. Net interest income increased by $404,000, or
7.1%, to $6.1 million from $5.7 million. The increase in net interest income
resulted from a greater increase in average interest earning assets compared to
average interest bearing liabilities, which was partially offset by a narrowing
of the Bank's average interest rate spread to 2.54% in 1997 from 2.65% in 1996.
Management believes that the narrowing of the Bank's interest rate spread is due
in part to the relatively large percentage of the Bank's total loan portfolio
that had been originated in the low interest rate environment of the past two
years, and the fact that 69.2% of the Bank's total deposits consisted of
certificates of deposit at December 31, 1997. The Bank's net interest income
spread was 2.61% at December 31, 1997.
Provision for Loan Losses. The Bank establishes provisions for loan
losses, which are charged to operations, in order to maintain the allowance for
loan losses at a level which is deemed appropriate to absorb future charge-offs
of loans deemed uncollectible. In determining the appropriate level of the
allowance for loan losses, management considers past and anticipated loss
experience, valuations of real estate collateral, current and anticipated
economic conditions, volume and type of lending and the levels of nonperforming
and other classified loans. The amount of the allowance is based on estimates
and the ultimate losses may vary from such estimates. Management of the Bank
assesses the allowance for loan losses on a quarterly basis and makes provisions
for loan losses monthly in order to maintain the adequacy of the allowance.
The Bank provided $200,000 and $43,000 in loan loss provisions during
the years ended December 31, 1997 and 1996, respectively. The increase was based
in part on the increase in the Bank's loan portfolio and in part on the Bank's
strategy of increasing its portfolio of home equity lending which, based on the
Bank's experience and industry experience, exposes the Bank's operations to
greater risk of loss than the one-to-four family residential real estate loans
that the Bank has traditionally emphasized. Management's review also included an
analysis of the inherent risk of loss associated with maintaining a larger loan
portfolio both in terms of asset size and number of loans. At December 31, 1997
and 1996 the Bank's allowance for loan losses was $723,000 and $534,000,
respectively, and the Bank's loans delinquent for ninety days or more were
$934,000 and $930,000, respectively. The Bank's allowance for loan losses as a
percentage of total nonperforming loans at December 31, 1997 and 1996 was 77.4%
and 57.6%, respectively. While management believes that, based on information
currently available, the Bank's allowance for loan losses is sufficient to cover
losses inherent in its loan portfolio at this time, future loan loss provisions
may be necessary based on changes in economic conditions. In addition, various
regulatory agencies, as an integral part of their examination process,
periodically review the allowance for loan losses and may require the Bank to
recognize additional provisions based on their judgment of information available
to them at the
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<PAGE>
time of their examination. See "Business of the Bank--Nonperforming Assets and
Delinquencies" and "--Allowance for Loan Losses".
Noninterest Income. Noninterest income consists primarily of fees and
service charges on deposit accounts and loans, gain on sale of securities and
other assets, and other income. Noninterest income increased by $181,000, or
51.6%, to $532,000 for the year ended December 31, 1997 from $351,000 for the
prior year, as service charges increased by $20,000 or 7.2%, and gain on sale of
securities increased to $129,000 from no gain in the prior year, and other
income increased by $32,000, or 44.4%.
Noninterest Expense. Noninterest expense decreased by $1.1 million, or
21.8%, to $4.0 million for the year ended December 31, 1997 from $5.1 million
for the prior year. The decrease was due to a $1.3 million decrease in deposit
insurance as a result of legislation, enacted in September 1996, to recapitalize
the SAIF. The one-time assessment was 65.7 basis points per $100 in SAIF-insured
deposits held as of March 31, 1995, payable on November 30, 1996. For the Bank,
the assessment amounted to $1.0 million (or approximately $648,000, on an
after-tax basis), based on the Bank's SAIF-insured deposits as of March 31,
1995. Excluding this one-time assessment, non-interest expense totaled $4.0
million for the year ended December 31, 1996. In addition, beginning January 1,
1997, pursuant to the legislation, interest payments on FICO bonds issued in the
late 1980's by the Financing Corporation to recapitalize the former Federal
Savings and Loan Insurance Corporation are paid jointly by institutions insured
by the Bank Insurance Fund (the "BIF") and SAIF-insured institutions. The FICO
assessment will be 1.29 basis points per $100 of BIF deposits and 6.44 basis
points per $100 in SAIF deposits. Beginning January 1, 2000, the FICO interest
payments will be paid pro-rata by banks and thrifts based on deposits
(approximately 2.4 basis points per $100 of deposits).
Salaries and employee benefits increased by $14,000, or 0.7%, to $1.98
million for the year ended December 31, 1997 from $1.97 million for the prior
year. Net occupancy expense decreased slightly in 1997 from 1996 because of the
sale of a previously closed branch office. Equipment expense increased by
$60,000, or 17.0%, because of an increase in data processing expense.
Advertising expense increased $87,000, or 88.8%, because of increased
advertising to promote the Bank's new consumer loans and other loan products and
services.
Following the completion of the Reorganization, noninterest expense is
likely to increase as a result of added expenses associated with being a public
company and complying with the financial and business reports required to be
filed with regulatory agencies. In addition, compensation expense will increase
as a result of the implementation of the ESOP, Recognition Plan and Stock Option
Plan. See "Risk Factors--Implementation of Proposed Stock Benefit Plans."
Provision for Income Taxes. The Bank's provision for income taxes was
$877,000 and $283,000 for the years ended December 31, 1997 and 1996,
respectively. The higher provision for the year ended December 31, 1997 related
primarily to an increase in income before income taxes.
Net Income. Net income increased by $944,000, or 155.1% to $1.6 million
for the year ended December 31, 1997 from $609,000 for the prior year. The
increase was primarily due to $404,000 increase in net interest income, a
$181,000 increase in non-interest income, and a $1.1 million decrease in
noninterest expense (primarily due to the special assessment in 1996 to
recapitalize the SAIF), which were only partially offset by a $157,000 increase
in the provision for loan losses and a $594,000 increase in the provision for
income taxes. Excluding the special SAIF assessment, net income totaled $1.3
million for the year ended December 31, 1996.
Liquidity and Capital Resources
The objective of the Bank's liquidity management is to ensure the
availability of sufficient cash flows to meet all financial commitments and to
capitalize on opportunities for expansion. Liquidity management addresses the
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<PAGE>
Bank's ability to meet deposit withdrawals on demand or at contractual maturity,
to repay borrowings as they mature, and to fund new loans and investments as
opportunities arise.
The Bank's primary sources of internally generated funds are principal
and interest payments on loans receivable, cash flows generated from operations,
and cash flows generated by investments. External sources of funds include
increases in deposits and advances from the FHLB of New York. At December 31,
1997, the Bank had outstanding $2.1 million in commitments to originate loans.
If the Bank requires funds beyond its internal funding capabilities, agreements
with the FHLB of New York are available to borrow funds up to $10.5 million. At
December 31, 1997, approximately $90.3 million in certificates of deposit were
scheduled to mature within a year. The Bank's experience has been that a large
portion of its maturing certificates of deposit accounts remain on deposit with
the Bank.
The Bank is required under applicable federal regulations to maintain
specified levels of "liquid" investments in qualifying types of U.S. Government,
federal agency and other investments having maturities of five years or less.
Current OTS regulations require that a savings association maintain liquid
assets of not less than 4% of its average daily balance of net withdrawable
deposit accounts and borrowings payable in one year or less. Monetary penalties
may be imposed for failure to meet applicable liquidity requirements. At
December 31, 1997, the Bank's liquidity, as measured for regulatory purposes,
was in excess of the minimum OTS requirement.
Following the Reorganization, the Company will initially conduct no
business other than holding the capital stock of the Bank, the loan it will make
to the ESOP, and the investment of the remaining 50% of the net proceeds of the
Offering. See "Use of Proceeds." In the future, the Company's primary source of
funds, other than income from its investments and principal and interest
payments received on the ESOP loan, is expected to be capital dividends from the
Bank. As a stock savings association, the Bank may not declare or pay a cash
dividend on or repurchase any of its capital stock if the effect of such
transaction would be to reduce its net worth to an amount which is less than the
minimum amount required by applicable federal regulations. At December 31, 1997,
the Bank was in compliance with all applicable capital requirements.
Capability of the Bank's Data Processing Hardware to Accommodate the Year 2000
Like many financial institutions the Bank relies upon computers for the
daily conduct of its business and for data processing generally. There is
concern among industry experts that on January 1, 2000 computers will be unable
to "read" the new year and there may be widespread computer malfunctions. The
Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Bank's
computer programs that would have date-sensitive software may recognize a date
during "00" as the year 1900 rather than the year 2000. This could result in a
systems failure or miscalculations causing disruptions of operations, including
among other things, a temporary inability to process transactions, send
invoices, or engage in similar normal business activities.
The Bank recognized that a comprehensive and coordinated plan of action
was needed to ensure complete readiness to perform Year 2000 processing. Year
2000 compliance responsibility has been assigned to initiate and implement the
Year 2000 project, policies, document readiness of the Bank to accommodate Year
2000 processing, and to track and test progress towards full compliance. The
Bank generally relies on independent third parties to provide data processing
service to the Bank, and has been advised by its data processing service center
that the issue is being addressed. The Bank is also in the process of ensuring
that external vendors and additional servicers are adequately addressing the
system and software issues related to the Year 2000.
Beginning in the third quarter of 1998, the Bank will coordinate
end-to-end tests with primary servicers, which allow the Bank to simulate daily
processing on sensitive century dates. In the evaluation, the Bank will ensure
that critical operations will continue if servicers or vendors are unable to
achieve the Year 2000 requirements. The Bank expects to complete the Year 2000
project no later than December 31, 1998. The Bank is in the process of
38
<PAGE>
determining the costs and time associated with the Year 2000 project and does
not expect that the total cost of the Year 2000 project will have a material
adverse impact on the financial condition or operations of the Bank. To date,
the Bank has not incurred or expensed any amount related to the assessment of,
and preliminary efforts in connection with the Year 2000 project and the
development of a remediation plan.
Impact of New Accounting Standards
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income," which establishes standards for reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements. The comprehensive income and related cumulative equity
impact of comprehensive income items will be required to be disclosed
prominently as part of the notes to the financial statements. Only the impact of
unrealized gains or losses on securities available for sale is expected to be
disclosed as an additional component of the Bank's income under the requirements
of SFAS No. 130. This statement is effective for fiscal years beginning after
December 15, 1997.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information," which changes the way public
companies report information about segments of their business on their annual
financial statements and requires them to report selected segment information in
their quarterly reports issued to shareholders. It also requires entity wide
disclosures about the products and services an entity provides, the foreign
countries in which it holds assets and reports revenues, and its major
customers. This statement is effective for fiscal years beginning after December
15, 1997.
In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits," which standardizes the
disclosure requirements for pensions and other prostretirement benefits,
requires additional information on changes in the benefit obligations and fair
values of plan assets that will facilitate financial analysis, and eliminates
certain disclosures that the FASB no longer considers as useful as when they
were issued. This statement suggest combined formats for presentation of pension
and other postretirement benefit disclosures. This statement is effective for
fiscal years beginning after December 15, 1997.
Impact of Inflation and Changing Prices
The financial statements and related financial data presented herein
have been prepared in accordance with GAAP, which requires the measurement of
financial position and operating results in terms of historical dollars, without
considering changes in relative purchasing power over time due to inflation.
Unlike most industrial companies, virtually all of the Bank's assets
and liabilities are monetary in nature. As a result, interest rates generally
have a more significant impact on a financial institution's performance than
does the effect of inflation.
BUSINESS OF THE BANK
General
The Bank operates, and intends to continue to operate, as a
community-oriented financial institution dedicated to serving the credit and
savings needs of its customers. The Bank's business consists primarily of
accepting FDIC-insured deposits from the general public and using those funds to
originate one-to-four family residential real estate loans, and, to a lesser
extent, consumer loans, multi-family real estate loans and commercial real
estate loans. See "--Lending Activities."
Market Area
The Bank's headquarters is located in Avenel, New Jersey in the
township of Woodbridge. Branch offices of the Bank are located in East
Brunswick, Rahway and Linden, all of which branches, and the main office, are
located in the Bank's primary market area consisting of Middlesex and Union
Counties. Middlesex and Union Counties are contiguous and are located in the
eastern central part of New Jersey. As of 1990, Middlesex and Union Counties had
a population of approximately 672,000 and 494,000, respectively. Their economies
are based on retail services and light manufacturing, especially
pharmaceuticals. Both Johnson and Johnson and Merck and Co. have an
administrative and research presence in this market. Among the largest employers
in Middlesex and Union Counties
39
<PAGE>
are John F. Kennedy Medical Center, Robert Wood Johnson Medical Center, Merck
and Co. and Johnson & Johnson. The Bank faces intense competition from many
financial institutions for deposits and loan originations. See "Risk
Factors--Strong Competition Within the Bank's Market Area."
Lending Activities
General. At December 31, 1997, the Bank's net loans receivable totaled
$152.2 million, or 70.0% of total assets at that date. The Bank has
traditionally concentrated its lending activities on first mortgage loans
secured by one-to-four family properties that conform to the underwriting
guidelines of FNMA and FHLMC (often referred to as "conforming loans"). FNMA and
FHLMC are federally chartered corporations that purchase loans in the secondary
mortgage market and issue mortgage-backed securities that are secured by the
underlying mortgages. Mortgage loans secured by one-to-four family properties
totalled $143.6 million, or 93.9% of gross loans receivable at December 31,
1997. In addition, the Bank originates construction loans, multi-family
residential real estate loans, commercial real estate loans, home equity loans
and other consumer loans.
Loan Portfolio Analysis. The following tables set forth the composition
of the Bank's loan portfolio at the dates indicated. The Bank had no
concentration of loans exceeding 10% of total gross loans other than as
disclosed below.
<TABLE>
<CAPTION>
At December 31,
----------------------------------------------------------------------------------
1997 1996 1995
------------------------ ------------------------ ------------------------
Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ -------
(Dollars in Thousands)
Real estate loans:
<S> <C> <C> <C> <C> <C> <C>
One-to-four family................... $ 143,623 93.88% $ 120,892 92.10% $ 97,007 92.08%
Multi-family......................... 1,258 0.82 1,875 1.43 2,018 1.92
Commercial........................... 1,906 1.25 2,035 1.55 1,862 1.76
Construction......................... -- -- 237 0.00 -- --
---------- ------ ---------- ------- ---------- -------
Total real estate loans........... 146,787 95.95 125,039 95.08 100,887 95.76
---------- ------ ---------- ------- ---------- -------
Consumer loans:
Home equity.......................... 5,706 3.73 5,364 4.08 3,345 3.17
Other................................ 491 0.32 1,101 0.84 1,123 1.07
---------- ------ ---------- ------- ---------- -------
Total consumer loans................. 6,197 4.05 6,465 4.92 4,468 4.24
---------- ------ ---------- ------- ---------- -------
Total loans.......................... 152,984 100.00% 131,504 100.00% 105,355 100.00%
---------- ====== ---------- ======= ---------- =======
Less:
Loans in process..................... -- 3 --
Deferred loan origination fees....... 61 277 392
Allowance for loan losses............ 723 534 490
---------- ---------- ----------
Total loans, net.......................... $ 152,200 $ 130,690 $ 104,473
========== ========== ==========
</TABLE>
40
<PAGE>
<TABLE>
<CAPTION>
At December 31,
---------------
1994 1993
Amount Percent Amount Percent
------ ------- ------ -------
(Dollars in Thousands)
Real estate loans:
<S> <C> <C> <C> <C>
One-to-four family...... $ 91,895 91.56% $ 81,404 91.33%
Multi-family............ 2,102 2.09 2,004 2.25
Commercial.............. 2,049 2.04 1,184 1.33
Construction............ -- -- -- --
--------- ------- --------- -------
Total real estate loans 96,046 95.69 84,592 94.91
--------- ------- --------- -------
Consumer loans:
Home equity............. 3,005 2.99 3,168 3.55
Other................. 1,321 1.32 1,370 1.54
Total consumer loans 4,326 4.31 4,538 5.09
--------- ------- --------- ------
Total loans............. 100,372 100.00% 89,130 100.00%
--------- ======= --------- ======
Less:
Loans in process........ -- --
Deferred loan origination fees 428 507
Allowance for loan losses 442 392
--------- ---------
Total loans, net............ $ 99,502 $ 88,231
========= =========
</TABLE>
Loan Portfolio Composition. The following table shows the composition
of the Bank's loan portfolios by fixed and adjustable rate at the dates
indicated.
<TABLE>
<CAPTION>
At December 31,
----------------------------------------------------------------------------
1997 1996 1995
---------------------- ----------------------- -----------------------
Amount Percent Amount Percent Amount Percent
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Fixed rate loans:
Real estate:
One-to-four family............................... $ 73,490 48.04% $ 80,748 61.40% $ 69,530 66.00%
Multi-family..................................... 1,193 0.78 1,107 0.84 1,182 1.12
Commercial....................................... 799 0.52 918 0.70 925 .88
Construction..................................... -- -- 237 0.18 -- --
--------- --------- --------- --------- --------- ---------
Total real estate loans....................... 75,482 49.34 83,010 63.12 71,637 68.00
--------- --------- --------- --------- --------- ---------
Consumer........................................... 3,838 2.51 2,925 2.22 2,067 1.96
--------- --------- --------- --------- --------- ---------
Total fixed rate loans........................ 79,320 51.85 85,935 65.35 73,704 69.96
Adjustable rate loans:
Real estate:
One-to-four family............................... 70,133 45.84 40,144 30.53 27,477 26.08
Multi-family..................................... 65 0.04 768 0.58 836 .79
Commercial....................................... 1,107 0.72 1,117 0.85 937 .89
Construction..................................... -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Total real estate loans....................... 71,305 46.61 42,029 31.96 29,250 27.76
Consumer........................................... 2,359 1.54 3,540 2.69 2,401 2.28
--------- --------- --------- --------- --------- ---------
Total adjustable rate loans................... 73,664 48.15 45,569 34.65 31,651 30.04
--------- --------- --------- --------- --------- ---------
Total loans................................... $ 152,984 100.00% $ 131,504 100.00% $ 105,355 100.00%
========= ========= ========= ========= ========= =========
Less:
Loans in process................................... -- 3 --
Deferred fees and discounts........................ 61 277 392
Allowance for loan losses.......................... 723 534 490
--------- --------- ---------
Total loans receivable, net................... $ 152,200 $ 130,690 $ 104,473
========= ========= =========
(1) Includes mortgage loans which adjust annually after an initial fixed rate
period of five, seven or ten years.
</TABLE>
41
<PAGE>
One-to-Four Family Real Estate Lending. Historically, the Bank has
concentrated its lending activities on the origination of conforming first
mortgage loans secured by one-to-four family residences located in its primary
market area. At December 31, 1997, $143.6 million, or 93.9%, of the Bank's gross
loans receivable, consisted of one-to-four family residential real estate loans.
The Bank originated $38.6 million and $38.3 million of one-to-four family
residential mortgage loans during the years ended December 31, 1997 and 1996,
respectively.
The Bank originates fixed rate mortgage loans and adjustable rate
mortgage ("ARM") loans. The Bank's fixed-rate one-to-four family mortgage loans
have maturities ranging from 10 to 30 years and are fully amortizing with
monthly payments sufficient to repay the total amount of the loan with interest
at the end of the loan term. Fixed rate loans are generally originated under
terms, conditions and documentation which permit them to be sold to FNMA and
FHLMC in the secondary mortgage market, although the Bank rarely sells
fixed-rate loans. The Bank's fixed-rate loans customarily include "due on sale"
clauses, which give the Bank the right to declare a loan immediately due and
payable in the event the borrower sells or otherwise disposes of the real
property subject to the mortgage and the loan is not paid.
The Bank offers ARM loans at competitive interest rates and terms. At
December 31, 1997, $51.3 million, or 33.6%, of the Bank's gross loan portfolio
consisted of ARM loans or other loans subject to periodic interest rate
adjustments. Substantially all of the Bank's ARM loans meet the underwriting
standards of FNMA or FHLMC, even though the Bank originates ARM loans primarily
for its own portfolio. Most of the Bank's ARM loans have interest rates that
adjust every year based on the one year Treasury constant maturity index. The
Bank also originates ARM loans that have fixed interest rates for an initial
period of three to ten years, and thereafter adjust annually based on the one
year Treasury constant maturity index. A small percentage of the Bank's ARM
loans adjust based on other indices. Most of the Bank's ARM loans amortize over
a 30-year period. The Bank determines whether a borrower qualifies for an ARM
loan based on the initial interest rate on the loan, except that one year ARM
loan borrowers are qualified at the initial rate plus 2%. The Bank's current ARM
loans do not provide for negative amortization. The Bank's ARM loans generally
provide for annual and lifetime interest rate adjustment limits of 2% and 6%,
respectively. The Bank offers initial interest rates that may be more than 2%
below the interest rate to which the loan may adjust after the first adjustment
date, (based on market interest rates at the time the loan is originated).
Accordingly, because of the Bank's 2% interest rate adjustment limitation, the
interest rates on these loans would not adjust to the fully-indexed rate at the
end of the adjustment period if interest rates were to increase or remain
unchanged at the end of the adjustment period.
Borrower demand for ARM loans versus fixed-rate mortgage loans is
affected by market interest rates, borrowers' expectations of future changes in
the level of market 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 the Bank originates at any time is
largely determined by borrowers' demand for each type of loan.
Retaining ARM loans helps reduce the Bank's exposure to changes in
interest rates. There are, however, potential credit risks associated with ARM
loans in a rising interest rate environment. Specifically, during periods of
rising interest rates the risk of default on ARM loans may increase as a result
of repricing and the increased monthly payments required of the borrower. See
"Risk Factors--Potential Changes in Interest Rates and the Current Interest Rate
Environment." In addition, although ARM loans allow the Bank to increase the
sensitivity of its asset base to changes in market interest rates, the extent of
this interest sensitivity is limited by the annual and lifetime interest rate
adjustment limits. Because of these considerations, the Bank has no assurance
that yields on ARM loans will be sufficient to offset increases in the Bank's
cost of funds. The Bank believes these risks, which have not had a material
adverse effect on the Bank to date, generally are less than the risks associated
with holding long-term, fixed-rate loans in portfolio during a rising interest
rate environment.
The Bank requires title insurance insuring the status of the underlying
mortgaged properties and an acceptable attorney's opinion on all loans where
real estate is the primary source of security. The Bank also requires that fire
and casualty insurance be maintained in an amount at least equal to the
outstanding loan balance and, if appropriate, flood insurance also must be
maintained.
Pursuant to underwriting guidelines adopted by the Bank's Board of
Directors, the Bank can lend up to 95% of the appraised value of the property
securing a one-to-four family residential loan. The Bank does not require
private mortgage insurance for loans of up to and including 80% of the appraised
value of the property. The Bank requires private mortgage insurance for between
17% and 30% of the amount of the loan for loans of 80% to 95% of the appraised
value of the property.
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<PAGE>
Multi-Family Residential Real Estate Lending. The Bank originates
mortgage loans secured by multi-family residential properties (consisting of
more than four units). At December 31, 1997, $1.3 million, or 0.8%, of the
Bank's total gross loan portfolio consisted of loans secured by multi-family
residential real estate. The majority of the Bank's multi-family residential
real estate loans are secured by apartment buildings located in the Bank's
primary market area. The Bank offers both fixed rate and adjustable rate
multi-family residential real estate loans. Fixed rate loans are generally
offered with balloon terms of three, five and seven years, with a 25 year
amortization period, and with a "balloon" or final principal payment due at
maturity. The Bank also offers a 15 year fixed rate multi-family residential
loan with a 15 year term and amortization period and a one year adjustable rate
loan with a 25 year term and amortization period. The interest rate on the
adjustable rate loans is tied to the one year constant maturity Treasury index,
with annual and lifetime interest rate adjustment limits of 2% and 6%,
respectively. At December 31, 1997, the average balance of the Bank's
multi-family residential real estate loans was $251,000, and the largest such
loan had a balance of $484,068 and was performing in accordance with its
contractual terms.
The Bank requires appraisals of all properties securing multi-family
residential real estate loans. Appraisals are performed by an independent State
licensed and qualified appraiser approved by the Bank, and all appraisals are
reviewed by management. The Bank, when underwriting such loans, considers the
quality of the real estate, the credit of the borrower, the cash flow of the
project and the quality of management involved with the property. Loan-to-value
ratios on the Bank's multi-family residential real estate loans are generally
limited to 75%. As part of the criteria for underwriting multi-family
residential real estate loans, the Bank generally imposes a debt coverage ratio
(the ratio of net cash from operations before payment of debt service to debt
service) of not less than 1.25. The Bank's policy is also to obtain personal
guarantees from the principals of its corporate borrowers on multi-family
residential real estate loans.
Multi-family residential real estate loans generally have higher
interest rates than those available on one-to-four family residential loans.
However, loans secured by multi-family residential real estate usually have
higher balances and are more difficult to evaluate and monitor and, therefore,
may involve a greater degree of credit risk than one-to-four family residential
mortgage loans. If the estimated value is inaccurate, the value of the property
may be insufficient to assure full repayment in the event of default and
foreclosure. Because payments on such loans often depend 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
Bank seeks to minimize these risks by limiting the maximum loan-to-value ratio,
and strictly scrutinizing the financial condition of the borrower, the quality
of the collateral and the management of the property securing the loan. The Bank
also generally obtains loan guarantees from financially capable parties based on
a review of personal financial statements.
Commercial Real Estate Lending. The Bank originates mortgage loans for
the acquisition and refinancing of commercial real estate properties. At
December 31, 1997, $1.9 million, or 1.3% of the Bank's total gross loan
portfolio consisted of loans secured by commercial real estate properties. The
majority of the Bank's commercial real estate loans are secured by office
buildings, and retail stores, which are located in the Bank's primary market
area. The Bank offers both fixed rate and adjustable rate commercial real estate
loans. Fixed rate loans are generally approved with terms of three, five and
seven years, with a 25 year amortization period, resulting in a balloon payment
at the end of the stated term. The Bank also offers an adjustable rate
commercial real estate loan with annual interest rate adjustments tied to the
one year Treasury constant maturity index, and with annual and lifetime interest
rate adjustment limits of 2% and 6%, respectively. Adjustable rate commercial
real estate loans are offered for terms of 25 years and are fully amortizing. At
December 31, 1997, the average balance of the Bank's commercial real estate
loans was $163,085, and the largest such loan had a balance of $682,060 and was
performing in accordance with its contractual terms.
43
<PAGE>
The Bank requires appraisals of all properties securing commercial real
estate loans. Appraisals are performed by an independent State licensed and
qualified appraiser approved by the Bank, all of which are reviewed by
management. The Bank, when underwriting such loans, 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.
Loan-to-value ratios on the Bank's commercial real estate loans are
generally limited to 75% of the appraised value of the secured property. As part
of the criteria for underwriting commercial real estate loans, the Bank
generally imposes a debt coverage ratio (the ratio of net cash from operations
before payment of debt service to debt service) of not less than 1.25. It is
also the Bank's policy to obtain personal guarantees from the principals of its
corporate borrowers on its commercial real estate loans.
Commercial real estate loans generally have higher interest rates than
those available on one-to-four family residential loans. However, loans secured
by such properties usually have higher balances and are more difficult to
evaluate and monitor and, therefore, may involve a greater degree of risk than
one-to-four family residential mortgage loans. If the estimated value is
inaccurate, in the event of default and foreclosure the value of the property
securing the loan may be insufficient to assure full repayment. Because payments
on such loans often depend on the successful development, 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 Bank seeks to minimize
these risks by limiting the maximum loan-to-value ratio and strictly
scrutinizing the financial condition of the borrower, the quality of the
collateral and the management of the property securing the loan. The Bank also
obtains loan guarantees from financially capable parties based on a review of
personal financial statements.
Construction Lending. To a lesser extent, the Bank originates
residential construction loans to local home builders, generally with whom it
has an established relationship, and to individuals who have a contract with a
builder for the construction of their residence. The Bank's construction loans
are generally secured by property located in the Bank's primary market area. At
December 31, 1997, the Bank had no construction loans outstanding.
The Bank's construction loans to home builders generally have fixed
interest rates and are for a term of 12 months. Construction loans to builders
typically are originated with a maximum loan to value ratio of 80%. Construction
loans to individuals are generally originated pursuant to the same policy
guidelines regarding loan to value ratios that are used in connection with loans
secured by one-to-four family residential real estate.
Construction loans to builders are made where the home is pre-sold or
on a speculative (unsold) basis. However, the Bank generally limits the number
of outstanding loans on unsold homes under construction to individual builders,
with the amount dependent on the financial strength of the builder, the present
exposure of the builder, and prior sales of homes in the development. Prior to
making a commitment to fund a construction loan, the Bank requires an appraisal
of the property, and all appraisals are reviewed by management. Loan proceeds
are disbursed after an inspection of the property based on a percentage of
completion. Monthly payment of accrued interest is required.
Construction loans generally have higher interest rates with shorter
terms to maturity relative to single-family permanent mortgage lending.
Construction loans, however, are generally considered to involve a higher degree
of risk than single-family permanent mortgage loans because of the inherent
difficulty in estimating both a property's value at completion of the project
and the estimated cost of the project. If the estimate of construction costs is
inaccurate, the 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 is inaccurate, the value of the property may be
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 repayment of the loan depends on
the builder's ability to sell the property prior to the time that the
construction loan is due. The Bank has attempted to minimize the foregoing risks
by, among other things, limiting its construction lending primarily to
residential properties and generally requiring personal guarantees from the
principals of its corporate borrowers.
44
<PAGE>
Consumer Lending. The Bank's consumer loans consist of both fixed-rate
and adjustable-rate line of credit home equity loans, and loans secured by
deposit accounts. The Bank's home equity loans and lines of credit are secured
by a first or second mortgage on residential property, and have fixed and
variable interest rates that are tied to The Wall Street Journal prime lending
rate (the "Prime Rate"). Variable interest rate equity lines of credit adjust
monthly and generally have terms of up to 20 years. Home equity loans are
offered with fixed interest rates and have terms from five to 20 years. Loans
secured by deposit accounts do not have a fixed term, and are due and payable
when the underlying deposit account or certificate is withdrawn or matures. At
December 31, 1997, consumer loans totalled $6.2 million, or 4.1% of the total
loan portfolio. The Bank promotes consumer loans by contacting existing
customers and by other promotions and advertising directed at existing and
prospective customers. All of the Bank's consumer loans are secured by real
estate or deposits. At December 31, 1997, $3.8 million, or 61.3% of consumer
loans had fixed interest rates, and $2.4 million, or 38.7%, had adjustable
interest rates.
Consumer lending is an important part of the Bank's business because
such loans generally have shorter terms and higher yields than one-to-four
family mortgage loans, thus reducing exposure to changes in interest rates. In
addition, consumer loans expand the products and services offered by the Bank to
better meet all of the financial services needs of its customers. Consumer loans
generally involve greater credit risk than residential mortgage loans because of
the difference in the underlying collateral. Repossessed collateral for a
defaulted consumer loan may not provide an adequate source of repayment of the
outstanding loan balance because of the greater likelihood of damage, loss or
depreciation in the underlying collateral. The remaining deficiency often does
not warrant further substantial collection efforts against the borrower beyond
obtaining a deficiency judgment. In addition, consumer loan collections depend
on the borrower's personal financial stability. 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
Bank believes that these risks are not as prevalent in the case of the Bank's
consumer loan portfolio because a large percentage of the portfolio consists of
home equity loans that are underwritten so that their credit risk is
substantially similar to that of one-to-four family residential mortgage loans.
Nevertheless, these loans have greater credit risk than one-to-four family
residential mortgage loans because they often are secured by mortgages
subordinated to the existing first mortgage on the property, which may or may
not be held by the Bank.
The Bank's underwriting procedures for consumer loans include an
assessment of the applicant's credit history and the ability to meet existing
and proposed debt obligations. Although the applicant's creditworthiness is the
primary consideration, the underwriting process also includes a comparison of
the value of the security, to the proposed loan amount. The Bank underwrites and
originates its consumer loans internally, which the Bank believes limits its
exposure to credit risks associated with loans underwritten or purchased from
brokers and other external sources.
Maturity of Loan Portfolio. The following table sets forth certain
information at December 31, 1997 regarding the dollar amount of loans maturing
in the Bank's portfolio based on their contractual terms to maturity, but does
not include scheduled payments or potential prepayments. Demand loans and loans
with no stated maturity are reported as becoming due within one year. Loan
balances do not include undisbursed loan proceeds, unearned discounts, unearned
income and allowance for loans losses.
<TABLE>
<CAPTION>
One-to-Four
Family Multi-Family Commercial Consumer Total
------ ------------ ---------- -------- -----
(In Thousands)
Amounts Due:
<S> <C> <C> <C> <C> <C>
Within 1 year............................... $ 91 $ -- $ 75 $ 184 $ 350
Over 1 to 2 years........................... 158 -- -- 98 256
Over 2 to 3 years........................... 109 -- -- 156 265
Over 3 to 5 years........................... 3,910 -- -- 494 4,404
Over 5 to 10 years.......................... 19,162 484 23 1,536 21,205
Over 10 to 25 years......................... 47,133 774 1,049 3,729 52,685
Over 25 years............................... 73,060 -- 759 -- 73,819
--------- --------- --------- --------- ---------
Total amount due............................ $ 143,623 $ 1,258 $ 1,906 $ 6,197 $ 152,984
========= ========= ========= ========= =========
</TABLE>
45
<PAGE>
The following table sets forth the dollar amount of all loans for which
final payment is not due until after December 31, 1998. The table also shows the
amount of loans which have fixed rates of interest and those which have
adjustable rates of interest.
Fixed Rates Adjustable Rates Total
----------- ---------------- -----
(In Thousands)
Real estate loans:
One-to-four family ....$ 73,364 $ 70,168 $ 143,532
Multi-family........... 1,193 65 1,258
Commercial............. 724 1,107 1,831
------------- ------------- -------------
Total real estate loans.. 75,281 71,340 146,621
------------- ------------- -------------
Consumer................. 3,831 2,182 6,013
------------- ------------- -------------
Total loans............$ 79,112 $ 73,522 $ 152,634
============= ============= =============
Scheduled contractual principal repayments of loans do not necessarily
reflect the actual life of such loans. The actual life of a loan is often less
than its contractual term because of the possibility of prepayment. In addition,
due-on-sale clauses on mortgage loans give the 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 the Bank's mortgage loans portfolio tends to increase, however,
when current mortgage loan market interest rates are substantially higher than
interest rates on existing mortgage loans. Conversely, the average life of the
Bank's loan portfolio would decrease when interest rates on existing mortgage
loans are substantially higher than current mortgage loan market interest rates.
Loan Solicitation and Processing. The Bank's lending activities are
subject to the written underwriting standards and loan origination procedures
established by the Board of Directors. Loan originations come from a number of
sources. The principal sources of loan originations are newspaper advertising,
real estate agents, home builders, walk-in customers, referrals and existing
customers. The Bank uses professional fee appraisers for residential real estate
loans and construction loans and all commercial real estate loans. The Bank
requires hazard, title and, to the extent applicable, flood insurance on all
property securing its real estate loans. Mortgage loan applications are
initiated by loan officers. All loans of $500,000 or more must be approved by
the Board of Directors. Loans of less than $500,000 may be approved by the
Bank's Loan Committee, which consists of the Bank's President and two lending
officers.
46
<PAGE>
Loan Originations, Sales and Purchases. The following table sets forth
total loans originated and repaid during the periods indicated.
<TABLE>
<CAPTION>
Years Ended December 31,
----------------------------------------------
1997 1996 1995
------------- ------------ ------------
(In Thousands)
Originations:
Adjustable rate:
Real Estate
<S> <C> <C> <C>
One-to-four family (1)..................... $ 22,317 $ 22,542 $ 10,916
Multi-family............................... -- -- --
Commercial................................. -- -- --
Construction............................... -- -- --
Consumer..................................... 1,654 2,122 893
--------- --------- ---------
Total adjustable rate...................... 23,971 24,664 11,809
Fixed rate:
Real estate
One-to-four family......................... 16,234 15,713 4,439
Multi-family............................... -- -- --
Commercial................................. -- -- --
Construction............................... 140 631 148
Consumer..................................... 838 564 298
--------- --------- ---------
Total fixed rate........................... 17,212 16,908 4,885
--------- --------- ---------
Total loans originated..................... 41,183 41,572 16,694
--------- --------- ---------
Purchases:
Real estate
One-to-four family........................... -- -- --
Multi-family................................. -- 97 97
Commercial................................... -- -- --
Consumer....................................... -- -- --
--------- --------- ---------
Total loans purchased........................ -- 97 97
--------- --------- ---------
Sales and Repayments:
Real estate....................................
One-to-four family........................... -- -- --
Multi-family................................. -- -- --
Commercial................................... -- -- --
Consumer....................................... 647 -- --
--------- --------- ---------
Total loans sold............................. 647 -- --
--------- --------- ---------
Principal repayments.............................. 19,056 15,524 11,735
--------- --------- ---------
Total reductions............................... 19,703 15,524 11,735
--------- --------- ---------
Increase in other items, net...................... 30 62 12
--------- --------- ---------
Net increase (decrease)........................ $ 21,510 $ 26,207 $ 4,971
========= ========= =========
</TABLE>
(1) Originations include mortgage loans which adjust annually after an initial
fixed rate period of five, seven or ten years in the following amounts:
Years Ended December 31,
----------------------------
1997 1996
----------- ------------
(In Thousands)
Initial fixed rate:
Five years................................ $ 6,087 $ 2,871
Seven years............................... 6,909 3,377
Ten years................................. 1,027 2,866
Loan Commitments. The Bank issues commitments for mortgage loans
conditioned upon the occurrence of certain events. Such commitments are made in
writing on specified terms and conditions and generally remain outstanding for
45 to 60 days from the date the commitment is issued, depending on the type of
transaction. At
47
<PAGE>
December 31, 1997, the Bank had total loan commitments of $2.1 million and
commitments to customers for unused lines of credit of $3.1 million outstanding.
See Note 10 of Notes to Consolidated Financial Statements.
Loan Fees. In addition to interest earned on loans, the Bank receives
income from fees in connection with loan originations, late payments and for
miscellaneous services related to its loans. Income from these activities varies
from period-to-period depending upon the volume and type of loans made and
competitive conditions.
The Bank charges loan origination fees which are calculated as a
percentage of the amount borrowed. In accordance with applicable accounting
procedures, loan origination fees in excess of loan origination costs are
deferred and recognized over the contractual remaining lives of the related
loans on a level yield basis. Discounts and premiums on loans purchased are
accreted and amortized in the same manner. The Bank recognized income of $69,000
and $44,000 of deferred loan fees during the years ended December 31, 1997 and
1996, respectively.
Nonperforming Assets and Delinquencies. When a borrower fails to make a
required payment on a loan, the Bank attempts to cure the deficiency by
contacting the borrower and seeking the payment. Computer generated late notices
are mailed 15 days after a payment is due. In most cases, deficiencies are cured
promptly. If a delinquency continues, additional contact is made either through
a notice or other means, and the Bank will attempt to work out a payment
schedule and actively encourage delinquent borrowers to seek home ownership
counseling. While the Bank generally prefers to work with borrowers to resolve
such problems, the Bank will institute foreclosure or other proceedings, as
necessary, to minimize any potential loss.
Loans are placed on nonaccrual status generally if, in the opinion of
management, principal or interest payments are not likely to be received in
accordance with the terms of the loan agreement, or when principal or interest
is past due 90 days or more. Interest accrued but not collected at the date the
loan is placed on nonaccrual status is reversed against income when it is
considered uncollectible. Loans may be reinstated to accrual status when
payments are under 90 days past due and, in the opinion of management,
collection of the remaining past due balances can be reasonably expected.
The Bank's Board of Directors is informed monthly of the status of all
mortgage loans delinquent more than 60 days, all loans in foreclosure and all
foreclosed and repossessed property owned by the Bank.
48
<PAGE>
The following table sets forth information with respect to the Bank's
nonperforming assets at the dates indicated. As of such dates, the Bank had no
restructured loans within the meaning of SFAS No. 15.
<TABLE>
<CAPTION>
At December 31,
------------------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(Dollars in Thousands)
Non-accruing loans:
<S> <C> <C> <C> <C> <C>
One to four family.............................. $ 844 $ 841 $ 368 $ 737 $ 766
Multi-family.................................... 65 63 -- -- --
Commercial...................................... -- -- -- -- --
Consumer........................................ -- -- -- -- --
-------- -------- -------- -------- --------
Total........................................... 909 904 368 737 766
-------- -------- -------- -------- --------
Accruing loans delinquent 90 days or more:
One to four family.............................. -- -- 440 58 70
Multi-family.................................... -- -- -- -- --
Commercial...................................... -- -- -- -- --
Consumer (1).................................... 25 26 15 51 30
-------- -------- -------- -------- --------
Total........................................... 25 26 455 109 82
-------- -------- -------- -------- --------
Real estate owned............................... 121 -- 134 144 82
-------- -------- -------- -------- --------
Total non-performing assets..................... $ 1,055 $ 930 $ 957 $ 990 $ 948
======== ======== ======== ======== ========
Total as a percentage of total assets........... 0.49% 0.46% 0.51% 0.58% 0.57%
- ---------------------
</TABLE>
(1) Consists of student loans backed by a government guarantee.
Interest income that would have been recorded for the fiscal years
ended December 31, 1997 and 1996 had nonaccruing loans been current in
accordance with their original terms amounted to $84,000 and $77,000,
respectively. The Bank recorded $36,000 and $35,000, respectively, of interest
income on such loans for such periods.
The following table sets forth the Bank's loan delinquencies by type,
by amount and by percentage of type at December 31, 1997.
<TABLE>
<CAPTION>
Loans delinquent for:
--------------------------------------------------------------------------------------
60-89 days 90 Days and Over Total Delinquent Loans
-------------------------- --------------------------- ----------------------------
Percent Percent Percent
of Loan of Loan of Loan
Number Amount Category Number Amount Category Number Amount Category
------ ------ -------- ------ ------ -------- ------ ------ --------
(Dollars in Thousands)
Real Estate:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One-to-four family.......... 4 $ 208 0.14 9 $ 844 0.59 13 $1,052 0.73
Multi-family................ -- -- -- 1 65 5.17 1 65 5.17
Commercial.................. -- -- -- -- -- -- -- -- --
Consumer....................... 2 6 0.10 7 25 0.40 9 31 0.50
---- ------- ---- ------ ---- ------
6 $ 214 0.14 17 $ 934 0.61 23 $1,148 0.75
==== ======= ==== ====== ==== ======
</TABLE>
Real Estate Acquired in Settlement of Loans. Real estate acquired by
the Bank as a result of foreclosure or by deed-in-lieu of foreclosure is
classified as real estate acquired in settlement of loans until sold. Foreclosed
real estate is held for sale and such assets are carried at fair value minus
estimated cost to sell the property. After the date of acquisition, all costs
incurred in maintaining the property are expensed and costs incurred for the
improvement or
49
<PAGE>
development of such property are capitalized up to the extent of their fair
value. At December 31, 1997, the Bank had $121,000 of real estate acquired in
settlement of loans.
Restructured Loans. Under GAAP, the 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 Bank for economic or legal reasons related to the
borrower's financial difficulties grants a concession to the borrowers that the
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 Bank had no restructured loans as of December 31, 1997.
Asset Classification. The OTS has adopted various regulations regarding
problem assets of savings institutions. The regulations require that each
insured institution review and classify its assets on a regular basis. In
addition, in connection with examinations of insured institutions, OTS 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. If an asset or portion thereof is classified as loss, the insured
institution establishes specific allowances for loan losses for the full amount
of the portion of the asset classified as loss. All or a portion of general loan
loss allowances established to cover possible losses related to assets
classified substandard or doubtful can be included in determining an
institution's regulatory risk based capital, while specific valuation allowances
for loan losses generally do not qualify as regulatory capital. Assets that do
not currently expose the insured institution to sufficient risk to warrant
classification in one of the aforementioned categories but possess weaknesses
are designated "special mention" and monitored by the Bank. As of December 31,
1997, the Bank had $285,000 of assets classified as "special mention."
At December 31, 1997, the Bank had $1.1 million of assets classified
substandard, and no assets classified doubtful or loss.
Allowance for Loan Losses. The Bank has established a systematic
methodology for the determination of provisions for loan losses. The methodology
is set forth in a formal policy and takes into consideration the need for an
overall general valuation allowance as well as specific allowances that are tied
to individual loans.
In originating loans, the 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 Bank increases its allowance for loan
losses by charging provisions for loan losses against the Bank's income.
The general valuation allowance is maintained to cover losses inherent
in the loan portfolio. Management's periodic evaluation of the adequacy of the
allowance is based on the Bank's past loan loss experience, known and inherent
risks in the portfolio, adverse situations that may affect the borrower's
ability to repay, the estimated value of any underlying collateral, current
economic conditions and the size and growth of the loan portfolio. Specific
valuation allowances are established to absorb losses on loans for which full
collectibility cannot 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 December 31, 1997, the Bank had an allowance for loan losses of
$723,000. Management believes that the amount maintained in the allowance at
December 31, 1997 will be adequate to absorb losses inherent in the portfolio.
Although management believes that it uses the best information available to make
such determinations,
50
<PAGE>
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.
Furthermore, while the 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 Bank's loan portfolio, will not request the 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 loan deteriorate as a result of the factors discussed above. Any
material increase in the allowance for loan losses may adversely affect the
Bank's financial condition and results of operations.
The following table sets forth an analysis of the Bank's allowance for
loan losses.
<TABLE>
<CAPTION>
At and For the Years
Ended December 31,
-------------------------------------------------------------------------------------
1997 1996 1995 1994 1993
-------------- -------------- -------------- -------------- --------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Balance at beginning of period............... $ 534 $ 490 $ 442 $ 392 $ 317
--------- --------- --------- --------- ---------
Charge-offs
Real estate:
One-to-four family........................ 11 -- 12 3 --
Multi-family and other.................... -- -- -- -- 2
--------- --------- --------- --------- ---------
Total................................... 11 -- 12 3 2
Total Recoveries............................. -- 1 -- -- 1
Net charge-offs.............................. 11 (1) 12 3 1
--------- ---------- ---------- ---------- ----------
Additions charged to operations.............. 200 43 60 53 76
--------- --------- --------- --------- ---------
Balance at end of period..................... $ 723 $ 534 $ 490 $ 442 $ 392
========= ========= ========= ========= =========
Ratio of net charge-offs during the
period to average loans
outstanding during the period.............. 0.01% -- 0.01% -- --
========= ========= ========= ========= =========
Ratio of net charge-offs during the
period to average non-performing assets.... 1.04% -- 1.23% 0.31% 0.10%
========= ========= ========= ========= =========
</TABLE>
The activity in allowance for loan losses follows:
<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------- -------------- -------------- --------------
1997 1996 1995 1994 1993
--------------- ------------- ------------- ------------- -------------
(In Thousands)
<S> <C> <C> <C> <C> <C>
Balance - beginning.................... $ 534 $ 490 $ 442 $ 392 $ 317
Provisions charged to operations....... 200 43 60 53 76
Loans charged off, net of recoveries... (11) 1 (12) (3) (1)
--------- --------- --------- --------- ---------
Balance - ending....................... $ 723 $ 534 $ 490 $ 442 $ 392
========= ========= ========= ========= =========
</TABLE>
51
<PAGE>
The following tables set forth the breakdown of the allowance for loan
losses by loan category at the dates indicated. Management believes that the
allowance can be allocated by category only on an approximate basis. The
allocation of the allowance to each category is not necessarily indicative of
future losses and does not restrict the use of the allowance to absorb losses in
any other category.
<TABLE>
<CAPTION>
At December 31,
-----------------------------------------------------------------------------------------------------------
1997 1996 1995
----------------------------------- ----------------------------------- -----------------------------------
% of % of % of
Loan Loans in Loan Loans in Loan Loans in
Amount of Amounts Each Category Amount of Amounts Each Category Amount of Amounts Each Category
Loan Loss by to Total Loan Loss by to Total Loan Loss by to Total
Allowances Category Loans Allowances Category Loans Allowances Category Loans
---------- -------- ----- ---------- -------- ----- ---------- -------- -----
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One- to Four-family... $ 402 $ 143,623 93.88% $ 356 $ 121,129 92.10% $ 296 $ 97,007 92.08%
Multi-family.......... 22 1,258 0.82 42 1,875 1.43 43 2,018 1.92
Commercial real estate 37 1,906 1.25 61 2,035 1.55 61 1,862 1.76
Home equity........... 59 5,706 3.73 75 5,364 4.08 44 3,345 3.17
Other consumer........ 3 491 0.32 -- 1,101 0.84 -- 1,123 1.07
Unallocated........... 200 -- 0.00 -- -- 0.00 46 -- 0.00
------- --------- ------ ------ --------- ----- ------ --------- -----
$ 723 $ 152,984 100.00% $ 534 $ 131,504 100.00% $ 490 $ 105,355 100.00%
======= ========= ====== ====== ========= ====== ====== ========= ======
</TABLE>
<TABLE>
<CAPTION>
At December 31,
------------------------------------------------------------------------
1994 1993
----------------------------------- -----------------------------------
% of % of
Loan Loans in Loan Loans in
Amount of Amounts Each Category Amount of Amounts Each Category
Loan Loss by to Total Loan Loss by to Total
Allowances Category Loans Allowances Category Loans
---------- -------- ----- ---------- -------- -----
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
One- to Four-family... $ 240 $ 91,895 91.56% $ 204 $ 81,404 91.33%
Multi-family.......... 37 2,102 2.09 35 2,004 2.25
Commercial real estate 33 2,049 2.04 21 1,184 1.33
Home equity........... 30 3,005 2.99 33 3,168 3.55
Other consumer........ -- 1,321 1.32 -- 1,370 1.54
Unallocated........... 102 -- 0.00 99 -- 0.00
------- ------- ------- ------- ------- -------
$ 442 $ 100,372 100.00% $ 392 $ 89,130 100.00%
======= ======= ======= ======= ======= =======
</TABLE>
Investment Activities
The Bank is permitted under federal law to invest in various types of
liquid assets, including U.S. Treasury obligations, government sponsored
corporation securities, securities of various federal agencies and of state and
municipal governments, deposits at the FHLB of New York, certificates of deposit
of federally insured institutions, certain bankers' acceptances and federal
funds. Subject to various restrictions, the Bank may also invest a portion of
its assets in commercial paper and corporate debt securities. The Bank is not
permitted to invest in corporate equity securities. Savings institutions like
the Bank are also required to maintain an investment in FHLB stock. The Bank is
required under federal regulations to maintain a minimum amount of liquid
assets. See "Regulation" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
The Bank purchases investment securities with excess liquidity arising
when investable funds exceed loan demand. The Bank's current investment policy
limits investments to U.S. Government and government sponsored corporation
securities, certificates of deposit, marketable corporate debt obligations, and
mortgage-backed securities. The Bank's investment policy does not permit
engaging directly in hedging activities or purchasing high risk mortgage
derivative products or non-investment grade corporate bonds. Investments are
made based on certain considerations, which include the interest rate, yield,
settlement date and maturity of the investment, the Bank's liquidity position,
and anticipated cash needs and sources (which in turn include outstanding
commitments, upcoming maturities, estimated deposits and anticipated loan
amortization and repayments). The effect that the proposed investment would have
on the Bank's credit and interest rate risk and risk-based capital is also
considered.
52
<PAGE>
The following table sets forth the carrying value of the Bank's
securities portfolio, at the dates indicated. All investment securities, other
than FHLB stock, are available for sale.
<TABLE>
<CAPTION>
At December 31,
-----------------------------------------------------------------
1997 1996 1995
-------------------- -------------------- ---------------------
Carrying % of Carrying % of Carrying % of
Value Total Value Total Value Total
----- ----- ----- ----- ----- -----
(Dollars in Thousands)
Available for sale:
<S> <C> <C> <C> <C> <C> <C>
Federal agency obligations................. $ 1,000 1.85% $ 4,007 6.72% $ 5,018 7.30%
Unrealized gain (loss), net................ (8) (.01) (63) (.10) (13) (.02)
Equity securities.......................... -- -- -- -- -- --
Unrealized gains (loss), net............... -- -- 120 .20 91 .13
Total investment securities............. 992 1.84 4,064 682 5,096 7.41
--------- ------- --------- ------- ------- ------
GNMA..................................... 1,184 2.20 1,813 3.04 2,220 3.23
FNMA..................................... 19,922 36.95 12,300 20.64 11,632 16.92
FHLMC.................................... 30,614 56.78 40,604 68.14 48,746 70.89
Net unamortized premium, (discounts) 545 1.01 487 0.82 512 0.74
Unrealized gains, net...................... 660 1.22 321 0.54 559 0.81
--------- ------- --------- ------- ------- ------
Total mortgage backed securities........ 52,925 98.16 55,525 93.18 63,669 92.59
========= ======= ========= ======= ======= ======
Total securities available for sale........ $ 53,917 100.00% $ 59,589 100.00% $ 68,765 100.00%
========= ======= ========= ======= ======= ======
FHLB Stock................................. $ 1,804 -- $ 1,615 -- $ 1,537 --
========= ======= ========= ======= ======= ======
Other interest savings assets:
Interest bearing deposits in banks $ 4,739 -- $ 4,471 -- $ 6,197 --
</TABLE>
The following table shows mortgage-backed securities purchases and
repayment activities of the Bank for the periods indicated.
Years Ended December 31
-------------------------
1997 1996
---------- ----------
(In Thousands)
Purchases:
Adjustable-rate.................................... $ 29,207 $ 4,280
Fixed-rate......................................... 12,072 2,000
--------- ---------
Total purchases................................. 41,279 6,280
--------- ---------
Sales:
Adjustable rate.................................... -- --
Fixed-rate......................................... 30,714 --
--------- ---------
Total sales..................................... 30,714 --
--------- ---------
Principal Repayments............................... 13,375 14,051
Increase (decrease) in other items, net............ 210 (373)
--------- ---------
Net increase (decrease)......................... $ (2,600) $ (8,144)
========= =========
53
<PAGE>
The following table sets forth the amount of investment and
mortgage-backed securities which mature during each of the periods indicated and
the weighted average yields for each of the range at maturities at December 31,
1997.
<TABLE>
<CAPTION>
After One Year After Five Years
One Year or Less Through Five Years Through Ten Years After Ten Years Total
------------------ ------------------ ------------------ ----------------- ----------------
Carrying Average Carrying Average Carrying Average Carrying Average Carrying Average
Value Yield Value Yield Value Yield Value Yield Value Yield
------------------ ------------------ ------------------ ----------------- ----------------
(Dollars in Thousands)
Securities available for sale:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Government Securities...... $ -- --% $ -- --% $ -- --% $ -- --% $ -- --%
Federal Agency Debentures....... -- -- -- -- 1,000 6.49 -- -- 1,000 6.49
Mortgage Backed Securities...... 71 5.56 5,113 6.49 -- -- 47,081 6.38 52,265 6.39
----- ------- ------- ------- -------
Total Investment Securities........ $ 71 5.56% $ 5,113 6.49% $ 1,000 6.49% $47,081 6.38% $53,265 6.39
===== ======= ======= ======= =======
Weighted Average Rate.............. 5.50% 6.55% 6.49% 6.49% 6.50%
</TABLE>
54
<PAGE>
Deposit Activities and Other Sources of Funds
General. Deposits are the major external source of funds for the Bank's
lending and other investment activities. In addition, the Bank also generates
funds internally from loan principal repayments and prepayments and maturing
investment securities. 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
from the FHLB of New York may be used on a short-term basis to compensate for
reductions in the flow of funds from other sources or as a long-term funding
strategy. Presently, the Bank has no other borrowing arrangements.
Deposit Accounts. The Bank's deposit products include negotiable order
of withdrawal ("NOW") accounts, demand deposit accounts, money market accounts,
regular passbook savings, statement savings accounts and term certificate
accounts. Deposit account terms vary with the principal difference being the
minimum balance deposit, early withdrawal penalties and the interest rate. The
Bank reviews its deposit mix and pricing weekly. The Bank does not utilize
brokered deposits, nor has it sought jumbo certificates of deposit.
The Bank believes it is competitive in the type of accounts and
interest rates it offers on its deposit products. The Bank determines the rates
paid based on a number of conditions, including rates paid by competitors, rates
on U.S. Treasury securities, rates offered on various FHLB of New York lending
programs, and the deposit growth rate the Bank is seeking to achieve.
The Bank may use premiums to attract new checking accounts,
particularly in conjunction with new branch openings. These premiums are
reflected as an increase in the Bank's advertising and promotion expense, as
well as its cost of funds. The Bank also attracts business checking accounts and
promotes individual retirement accounts ("IRAs").
In the unlikely event the Bank is liquidated after the Reorganization,
depositors would be entitled to full payment of their deposit accounts before
any payment is made to any stockholder of the Bank.
The following table sets forth an analysis of deposit accounts by type,
maturity, and rate at December 31, 1997, 1996 and 1995, as well as the savings
flows.
<TABLE>
<CAPTION>
At December 31, 1997 At December 31, 1996 At December 31, 1995
------------------------------- ------------------------------ -----------------------------
Weighted Weighted Weighted
Average % of Average % of Average % of
Amount Rate Total Amount Rate Total Amount Rate Total
------ ---- ----- ------ ---- ----- ------ ---- -----
(Dollars in Thousands)
Transactions and savings
deposits
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Non-interest bearing............. $ 3,376 --% 1.70% $ 2,417 --% 1.31% $ 2,682 --% 1.58%
Money market accounts............ 2,809 2.69 1.42 3,160 2.75 1.71 3,564 2.77 2.10
NOW accounts..................... 9,696 1.50 4.89 8,816 2.25 4.77 8,799 2.25 5.18
Passbook and statement savings... 45,168 3.00 22.77 44,120 2.99 23.89 44,274 3.00 26.07
Total transactions and
savings deposits ............ 61,049 2.58% 30.78 58,513 2.74% 31.68 59,319 2.74% 34.93
======== ====== ======== ====== ======= ======
Certificate accounts with
remaining maturities of:
6 months or less................. 62,587 5.30 31.55 52,974 5.05 28.68 43,090 5.08 25.37
Over 6 to 12 months.............. 27,714 5.37 13.97 31,902 5.50 17.27 31,516 5.48 64.43
Over 12 months................... 47,013 5.89 23.70 41,320 5.75 22.37 35,917 5.84 21.15
------- ------ ------- ------ ------- ------
Total certificates............. 137,314 5.52 69.22 126,196 5.39 68.32 110,523 5.44 65.07
------- ------ ------- ------ ------- ------
Total deposits.................$198,363 4.62% 100.00% $184,709 4.55% 100.00% 169,842 4.50% 100.00%
======== ====== ======== ====== ======= ======
</TABLE>
55
<PAGE>
Time Deposits by Maturities. The following table sets forth the amount
of time deposits in the Bank categorized by rates and maturities at December 31,
1997.
<TABLE>
<CAPTION>
After
December 31, December 31, December 31, December 31,
1998 1999 2000 2000 Total
--------------- --------------- --------------- ---------------- -----------
(In Thousands)
<S> <C> <C> <C> <C> <C>
4.00-5.99%....... $ 88,289 $ 22,656 $ 15,559 $ 1,316 $ 127,820
6.00-7.99%....... 2,012 782 6,700 -- 9,494
--------- --------- --------- -------- ----------
Total............ $ 90,301 $ 23,438 $ 22,259 $ 1,316 $ 137,314
========= ========= ========= ======== ==========
</TABLE>
The following table indicates the amount of the Bank's certificates of
deposit and other deposits by time remaining until maturity as of December 31,
1997.
<TABLE>
<CAPTION>
Maturity
--------------------------------------------------------
3 Months Over 3 Months Over 12 Months Over
Or Less to 12 Months to 36 Months 36 Months Total
-------- ------------ ------------ --------- -----
(In Thousands)
<S> <C> <C> <C> <C> <C>
Certificates of Deposit
less than $100,000............ $31,220 $54,072 $42,613 $1,097 $129,002
Certificates of Deposit
of $100,000 or more........... 2,482 2,532 3,080 218 8,312
------- ------- ------- ------ --------
Total Certificates of Deposit.... $33,702 $56,604 $45,693 $1,315 $137,314
======= ======= ======= ====== ========
</TABLE>
Deposit Activity. The following table sets forth the deposit activity of
the Bank for the periods indicated.
<TABLE>
<CAPTION>
At December 31,
----------------------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- --------- --------- ---------
(In Thousands)
<S> <C> <C> <C> <C> <C>
Beginning balance.................................... $184,709 $169,842 $ 153,769 $ 154,055 $149,742
-------- -------- --------- --------- --------
Net increase (decrease) before interest credited..... 5,283 7,343 6,446 (5,192) (1,042)
Interest credited.................................... 8,371 7,524 9,627 4,906 5,335
-------- -------- --------- --------- --------
Net increase (decrease) in savings deposits.......... 13,654 14,867 16,073 (286) 4,313
-------- -------- --------- --------- --------
Ending balance....................................... $198,363 $184,709 $ 169,842 $153,769 $154,055
======== ======== ========= ========= ========
</TABLE>
Borrowings. Savings deposits are the primary source of funds for the
Bank's lending and investment activities and for its general business purposes.
The Bank has the ability to use advances from the FHLB of New York to supplement
its supply of lendable funds and to meet deposit withdrawal requirements. The
FHLB of New York functions as a central reserve bank providing credit for
savings associations and certain other member financial institutions. As a
member of the FHLB of New York, the Bank is required to own capital stock in the
FHLB of New York and is authorized to apply for advances on the security of such
stock and certain of its mortgage loans and other assets (principally securities
that 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.
56
<PAGE>
The following table sets forth the maximum month-end balance and
average balance of FHLB of New York advances for the periods indicated.
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------------------------
1997 1996 1995 1994 1993
------------- ---------- ---------- ---------- -----------
(In Thousands)
Maximum Balance:
<S> <C> <C> <C> <C> <C>
FHLB advances............................. $ 7,500 $ 800 $ 4,200 $ 4,100 $ --
Average Balance:
FHLB advances............................. $ 1,663 $ 12 $ 962 $ 304 $ --
</TABLE>
At December 31, 1997 and 1996, no advances were outstanding from the
FHLB of New York.
Competition
The Bank faces intense competition in its primary market area for the
attraction of savings deposits (its primary source of lendable funds) and the
origination of loans. Its most direct competition for savings deposits has
historically come from commercial banks, credit unions, other thrifts operating
in its market area, mutual funds and other financial institutions such as
brokerage firms and insurance companies. Particularly in times of high interest
rates, the Bank has faced additional significant competition for investors'
funds from short-term money market securities and other corporate and government
securities. The Bank's competition for loans comes from commercial banks, thrift
institutions, credit unions and mortgage bankers. Such competition for deposits
and the origination of loans may limit the Bank's growth in the future. See
"Risk Factors--Strong Competition Within the Bank's Market Area."
Subsidiary Activities
Under OTS regulations, the Bank generally may invest up to 3% of its
assets in service corporations, provided that at least one-half of investment in
excess of 1% is used primarily for community, inner-city and community
development projects. The Bank's investment in its wholly-owned service
corporation, Axia Financial Corporation which was $19,522 at December 31, 1997,
did not exceed these limits. The Bank's other service corporation, Axia
Financial Services, is unfunded and inactive at this time.
Properties
The following table sets forth certain information regarding the Bank's
offices at December 31, 1997.
Location Year Opened Approximate Square Feet Deposits
- -------- ----------- ----------------------- --------
1410 St. Georges Avenue 1986 9,200 $57.6 million
Avenel, NJ 07001
1515 Irving Street 1995 7,300 $42.0 million
Rahway, NJ 07065
225 North Wood Ave. 1977 1,400 $39.2 million
Linden, NJ 07036
755 State Highway 18 1974 2,000 $59.5 million
East Brunswick, NJ 08816
At December 31, 1997, the net book value of the Bank's office
properties and fixtures, furniture, and equipments was $2.1 million.
57
<PAGE>
Employees
As of December 31, 1997, the Bank had 43 full-time and 1 part-time
employees none of whom is represented by a collective bargaining unit. The Bank
believes its relationship with its employees is good.
Legal Proceedings
Periodically, there have been various claims and lawsuits involving the
Bank, such as claims to enforce liens, condemnation proceedings on properties in
which the Bank holds security interests, claims involving the making and
servicing of real property loans and other issues incident to the Bank's
business. The 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 Bank.
REGULATION
As a federally chartered SAIF-insured savings bank, the Bank is subject
to examination, supervision and extensive regulation by the OTS and the FDIC.
The Bank is a member of the FHLB of New York. This regulation and supervision
establishes a comprehensive framework of activities in which an institution can
engage and is intended primarily for the protection of the insurance fund and
depositors. The Bank also is subject to regulation by the Board of Governors of
the Federal Reserve System (the "Federal Reserve Board") governing reserves to
be maintained against deposits and certain other matters. The OTS examines the
Bank and prepares reports for the consideration of the Bank's Board of
Directors. The FDIC also examines the Bank in its role as the administrator of
the SAIF. The Bank's relationship with its depositors and borrowers also is
regulated to a great extent by both federal and state laws, especially in such
matters as the ownership of savings accounts and the form and content of the
Bank's mortgage documents. Any change in such regulation, whether by the FDIC,
OTS, or Congress, could have a material adverse impact on the Company and the
Bank and their operations.
Federal Regulation of Savings Institutions
Business Activities. The activities of savings institutions are
governed by the Home Owners' Loan Act, as amended (the "HOLA") and, in certain
respects, the Federal Deposit Insurance Act (the "FDI Act") and the regulations
issued by the agencies to implement these statutes. These laws and regulations
delineate the nature and extent of the activities in which savings association
may engage. The description of statutory provisions and regulations applicable
to savings associations set forth herein does not purport to be a complete
description of such statutes and regulations and their effect on the Bank.
Loans to One Borrower. Under the HOLA, savings institutions are
generally subject to the national bank limits on loans to a single or related
group of borrowers. Generally, this limit is 15% of the Bank's unimpaired
capital and surplus, and an additional 10% of unimpaired capital and surplus if
such loan is secured by readily-marketable collateral, which is defined to
include certain financial instruments and bullion. The OTS by regulation has
amended the loans to one borrower rule to permit savings associations meeting
certain requirements to extend loans to one borrower in additional amounts under
circumstances limited essentially to loans to develop or complete residential
housing units.
Qualified Thrift Lender Test. In general, savings associations are
required to maintain at least 65% of their portfolio assets in certain qualified
thrift investments (which consist primarily of loans and other investments
related to residential real estate and certain other assets). A savings
association that fails the qualified thrift lender test is subject to
substantial restrictions on activities and to other significant penalties.
Recent legislation permits a savings association to qualify as a qualified
thrift lender not only by maintaining 65% of portfolio assets in qualified
thrift investments (the "QTL test") but also, in the alternative, by qualifying
under the Internal Revenue Code of 1986, as amended (the "Code") as a "domestic
building and loan association." The Bank is a domestic building and loan
association as defined in the Code.
58
<PAGE>
Recent legislation also expands the QTL test to provide savings
associations with greater authority to lend and diversify their portfolios. In
particular, credit card and education loans may now be made by savings
associations without regard to any percentage-of-assets limit, and commercial
loans may be made in an amount up to 10 percent of total assets, plus an
additional 10 percent for small business loans. Loans for personal, family and
household purposes (other than credit card, small business and educational
loans) are now included without limit with other assets that, in the aggregate,
may account for up to 20% of total assets. At December 31, 1997, under the
expanded QTL test, approximately 99.99% of the Bank's portfolio assets were
qualified thrift investments, which exceeded then applicable requirements.
Limitation on Capital Distributions. OTS regulations impose limitations
upon all capital distributions by savings institutions, such as cash dividends,
payments to repurchase or otherwise acquire its shares, payments to stockholders
of another institution in a cash-out merger and other distributions charged
against capital. The rule establishes three tiers of institutions, which are
based primarily on an institution's capital level. An institution, such as the
Bank, that exceeds all fully phased-in capital requirements before and after a
proposed capital distribution ("Tier 1 Association") and has not been advised by
the OTS that it is in need of more than normal supervision, could, after prior
notice but without the approval of the OTS, make capital distributions during a
calendar year equal to the greater of: (i) 100% of its net earnings to date
during the calendar year plus the amount that would reduce by one-half its
"surplus capital ratio" (the excess capital over its fully phased-in capital
requirements) at the beginning of the calendar year; or (ii) 75% of its net
earnings for the previous four quarters; provided that the institution would not
be undercapitalized, as that term is defined in the OTS Prompt Corrective Action
regulations, following the capital distribution. Any additional capital
distributions would require prior regulatory approval. In the event the Bank's
capital fell below its fully-phased in requirement or the OTS notified it that
it was in need of more than normal supervision, the Bank's ability to make
capital distributions could be restricted. In addition, the OTS could prohibit a
proposed capital distribution by any institution, which would otherwise be
permitted by the regulation, if the OTS determines that such distribution would
constitute an unsafe or unsound practice.
Liquidity. The Bank is required to maintain an average daily balance of
specified liquid assets equal to a monthly average of not less than a specified
percentage (currently 4%) of its net withdrawable deposit accounts plus
borrowings payable in one year or less. Monetary penalties may be imposed for
failure to meet these liquidity requirements. The Bank's average liquidity ratio
at December 31, 1997 was 37.9%, which exceeded the then applicable requirements.
Community Reinvestment Act and Fair Lending Laws. Savings association
share a responsibility under the Community Reinvestment Act ("CRA") and related
regulations of the OTS to help meet the credit needs of their communities,
including low- and moderate-income neighborhoods. In addition, the Equal Credit
Opportunity Act and the Fair Housing Act (together, the "Fair Lending Laws")
prohibit lenders from discriminating in their lending practices on the basis of
characteristics specified in those statutes. An institution's failure to comply
with the provisions of CRA could, at a minimum, result in regulatory
restrictions on its activities, and failure to complete with the Fair Lending
Laws could result in enforcement actions by the OTS, as well as other federal
regulatory agencies and the Department of Justice. The Bank received a
satisfactory CRA rating under the current CRA regulations in its most recent
federal examination by the OTS.
Transactions with Related Parties. The Bank's authority to engage in
transactions with related parties or "affiliates" (i.e., any company that
controls or is under common control with an institution, including the Company
and any nonsavings institution subsidiaries) or to make loans to certain
insiders, is limited by Sections 23A and 23B of the Federal Reserve Act ("FRA").
Section 23A limits the aggregate amount of transactions with any individual
affiliate to 10% of the capital and surplus of the savings institution and also
limits the aggregate amount of transactions with all affiliates to 20% of the
savings institution's capital and surplus. Certain transactions with affiliates
are required to be secured by collateral in an amount and of a type described in
Section 23A and the purchase of low quality assets from affiliates is generally
prohibited. Section 23B provides that certain transactions with affiliates,
including loans and asset purchases, must be on terms and under circumstances,
including credit standards, that are substantially the same or at least as
favorable to the institution as those prevailing at the time for comparable
transactions with nonaffiliated companies.
59
<PAGE>
Enforcement. Under the FDI Act, the OTS has primary enforcement
responsibility over savings institutions and has the authority to bring
enforcement action against all "institution-related parties," including
stockholders, and attorneys, appraisers and accountants who knowingly or
recklessly participate in wrongful action likely to have an adverse effect on an
insured institution. Formal enforcement action may range from the issuance of a
capital directive or cease and desist order to removal of officers and/or
directors of the institutions, receivership, conservatorship or the termination
of deposit insurance. Civil penalties cover a wide range of violations and
actions, and range up to $25,000 per day, unless a finding of reckless disregard
is made, in which case penalties may be as high as $1 million per day. Under the
FDI Act, the FDIC has the authority to recommend to the Director of OTS that
enforcement action be taken with respect to a particular savings institution. If
action is not taken by the Director, the FDIC has authority to take such action
under certain circumstances.
Standards for Safety and Soundness. The FDI Act requires each federal
banking agency to prescribe for all insured depository institutions standards
relating to, among other things, internal controls, information systems and
audit systems, loan documentation, credit underwriting, interest rate risk
exposure, asset growth, and compensation fees and benefits and such other
operational and managerial standards as the agency deems appropriate. The
federal banking agencies adopted a final regulation and Interagency Guidelines
Prescribing Standards for Safety and Soundness ("Guidelines") to implement the
safety and soundness standards required under the FDI Act. 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 Guidelines address internal controls and
information systems; internal audit systems; credit underwriting; loan
documentation; interest rate risk exposure; asset growth; and compensation, fees
and benefits. If the appropriate federal banking agency determines that an
institution fails to meet any standard prescribed by the Guidelines, the agency
may require the institution to submit to the agency an acceptable plan to
achieve compliance with the standard, as required by the FDI Act. The final
regulations establish deadlines for the submission and review of such safety and
soundness compliance plans.
Capital Requirements. The OTS capital regulations require savings
institutions to meet three capital standards: a 1.5% tangible capital standard,
a 3% leverage (core capital) ratio and an 8% risk based capital standard. Core
capital is defined as common stockholders' equity (including retained earnings),
certain noncumulative perpetual preferred stock and related surplus, minority
interests in equity accounts of consolidated subsidiaries less intangibles other
than certain mortgage servicing rights ("MSRs"), and credit card relationships.
The OTS regulations require that, in meeting the leverage ratio, tangible and
risk-based capital standards institutions generally must deduct investments in
and loans to subsidiaries engaged in activities not permissible for a national
bank. In addition, the OTS prompt corrective action regulation provides that a
savings institution that has a leverage capital ratio of less than 4% (3% for
institutions receiving the highest CAMEL examination rating) will be deemed to
be "undercapitalized" and may be subject to certain restrictions. See "--Prompt
Corrective Regulatory Action."
The risk-based capital standard for savings institutions requires the
maintenance of total capital (which is defined as core capital and supplementary
capital) to risk-weighted assets of 8%. In determining the amount of
risk-weighted assets, all assets, including certain off-balance sheet assets,
are multiplied by a risk-weight of 0% to 100%, as assigned by the OTS capital
regulation based on the risks OTS believes are inherent in the type of asset.
The components of core capital are equivalent to those discussed earlier under
the 3% leverage standard. The components of supplementary capital currently
include cumulative preferred stock, long-term perpetual preferred stock,
mandatory convertible securities, subordinated debt and intermediate preferred
stock and, within specified limits, the allowance for loan and lease losses.
Overall, the amount of supplementary capital included as part of total capital
cannot exceed 100% of core capital.
The OTS has incorporated an interest rate risk component into its
regulatory capital rule. The final interest rate risk rule also adjusts the
risk-weighting for certain mortgage derivative securities. Under the rule,
savings associations with "above normal" interest rate risk exposure would be
subject to a deduction from total capital for purposes of calculating their
risk-based capital requirements. A savings association's interest rate risk is
measured by the decline in the net portfolio value of its assets (i.e., the
difference between incoming and outgoing discounted cash flows from assets,
liabilities and off-balance sheet contracts) that would result from a
hypothetical 200-basis point increase or decrease in market interest rates
divided by the estimated economic value of the association's assets, as
60
<PAGE>
calculated in accordance with guidelines set forth by the OTS. A savings
association whose measured interest rate risk exposure exceeds 2% must deduct an
interest rate component in calculating its total capital under the risk-based
capital rule. The interest rate risk component is an amount equal to one-half of
the difference between the institution's measured interest rate risk and 2%,
multiplied by the estimated economic value of the association's assets. That
dollar amount is deducted from an association's total capital in calculating
compliance with its risk-based capital requirement. Under the rule, there is a
two quarter lag between the reporting date of an institution's financial data
and the effective date for the new capital requirement based on that data. A
savings association with assets of less than $300 million and risk-based capital
ratios in excess of 12% is not subject to the interest rate risk component,
unless the OTS determines otherwise. The rule also provides that the Director of
the OTS may waive or defer an association's interest rate risk component on a
case-by-case basis. The OTS has postponed the effective date of the capital
component in order to provide it with an opportunity to review the interest rate
risk approaches taken by the other federal banking agencies.
At December 31, 1997, the Bank met each of its capital requirements, in
each case on a fully phased-in basis. See "Regulatory Capital Compliance" for a
table which sets forth in terms of dollars and percentages the OTS tangible,
leverage and risk-based capital requirements, the Bank's historical amounts and
percentages at December 31, 1997, and pro forma amounts and percentages based
upon the issuance of the shares within the Offering Range and assuming that a
portion of the net proceeds are retained by the Company.
Thrift Charter. Congress has been considering legislation in various
forms that would require federal thrifts, such as the Bank, to convert their
charters to national or state bank charters. Legislation enacted in 1996
required the Treasury Department to prepare for Congress a comprehensive study
on development of a common charter for federal savings associations and
commercial banks; and provided for the merger of the BIF and the SAIF into a
single deposit insurance fund on January 1, 1999 provided the thrift charter was
eliminated. The Bank cannot determine whether, or in what form, such legislation
may eventually be enacted and there can be no assurance that any legislation
that is enacted would not adversely affect the Bank and the Company.
Prompt Corrective Regulatory Action
Under the OTS Prompt Corrective Action regulations, the OTS is required
to take certain supervisory actions against undercapitalized institutions, the
severity of which depends upon the institution's degree of capitalization.
Generally, a savings institution that has total risk-based capital of less than
8.0% or a leverage ratio or a Tier 1 core capital ratio that is less than 4.0%
is considered to be undercapitalized. A savings institution that has total
risk-based capital of less than 6.0%, a Tier 1 core risk-based capital ratio of
less than 3.0% or a leverage ratio that is less than 3.0% is considered to be
"significantly undercapitalized," and a savings institution that has a tangible
capital to assets ratio equal to or less than 2.0% is deemed to be "critically
undercapitalized." Subject to a narrow exception, the banking regulator is
required to appoint a receiver or conservator for an institution that is
"critically undercapitalized." The regulation also provides that a capital
restoration plan must be filed with the OTS within 45 days of the date an
institution receives notice that it is "undercapitalized," "significantly
undercapitalized" or "critically undercapitalized." In addition, numerous
mandatory supervisory actions become immediately applicable to the institution,
including, but not limited to, restrictions on growth, investment activities,
capital distributions, and affiliate transactions. The OTS may also take any one
of a number of discretionary supervisory actions, including the issuance of a
capital directive and the replacement of senior executive officers and
directors.
Insurance of Deposit Accounts
The FDIC has adopted a risk-based insurance assessment system. The FDIC
assigns an institution to one of three capital categories based on the
institution's financial information, as of the reporting period ending seven
months before the assessment period, consisting of (1) well capitalized, (2)
adequately capitalized or (3) undercapitalized, and one of three supervisory
subcategories within each capital group. The supervisory subgroup to which an
institution is assigned is based on a supervisory evaluation provided to the
FDIC by the institution's primary federal regulator and information which the
FDIC determines to be relevant to the institution's financial condition and the
risk posed to the deposit insurance funds. An institution's assessment rate
depends on the capital
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<PAGE>
category and supervisory category to which it is assigned. The FDIC is
authorized to raise the assessment rates in certain circumstances. The FDIC has
exercised this authority several times in the past and may raise insurance
premiums in the future. If such action is taken by the FDIC, it could have an
adverse effect on the earnings of the Bank.
Federal Home Loan Bank System
The Bank, as a federal association, is required to be a member of the
FHLB System, which consists of 12 regional FHLBs. The FHLB provides a central
credit facility primarily for member institutions. The Bank, as a member of the
FHLB of New York, is required to acquire and hold shares of capital stock in
that FHLB in an amount at least equal to 1% of the aggregate principal amount of
its unpaid residential mortgage loans and similar obligations at the beginning
of each year, or 1/20 of its advances (borrowings) from the FHLB, whichever is
greater. As of December 31, 1997, the Bank was in compliance with this
requirement. The FHLBs are required to provide funds for the resolution of
insolvent thrifts and to contribute funds for affordable housing programs. These
requirements could reduce the amount of dividends that the FHLBs pay to their
members and could also result in the FHLBs imposing a higher rate of interest on
advances to their members.
Federal Reserve System
The Federal Reserve Board regulations require savings institutions to
maintain noninterest-earning reserves against their transaction accounts
(primarily NOW and regular checking accounts). At December 31, 1997, the Bank
was in compliance with these reserve requirements. The balances maintained to
meet the reserve requirements imposed by the FRB may be used to satisfy
liquidity requirements imposed by the OTS.
Holding Company Regulation
Generally. The Mutual Holding Company and the Company are
nondiversified mutual savings and loan holding companies within the meaning of
the HOLA, as amended. As such, the Mutual Holding Company and the Company are
registered with the OTS and are subject to OTS regulations, examinations,
supervision and reporting requirements. In addition, the OTS has enforcement
authority over the Mutual Holding Company and the Company and any nonsavings
institution subsidiaries. Among other things, this authority permits the OTS to
restrict or prohibit activities that are determined to be a serious risk to the
subsidiary savings institution. As federal corporations, the Company and the
Mutual Holding Company are generally not subject to state business organizations
law.
Permitted Activities. Pursuant to Section 10(o) of the HOLA and OTS
regulations and policy, a mutual holding company and a federally chartered
mid-tier holding company such as the Company may engage in the following
activities: (i) investing in the stock of a savings association; (ii) acquiring
a mutual association through the merger of such association into a savings
association subsidiary of such holding company or an interim savings association
subsidiary of such holding company; (iii) merging with or acquiring another
holding company, one of whose subsidiaries is a savings association; (iv)
investing in a corporation, the capital stock of which is available for purchase
by a savings association under federal law or under the law of any state where
the subsidiary savings association or associations share their home offices; (v)
furnishing or performing management services for a savings association
subsidiary of such company; (vi) holding, managing or liquidating assets owned
or acquired from a savings subsidiary of such company; (vii) holding or managing
properties used or occupied by a savings association subsidiary of such company
properties used or occupied by a savings association subsidiary of such company;
(viii) acting as trustee under deeds of trust; (ix) any other activity (A) that
the Federal Reserve Board, by regulation, has determined to be permissible for
bank holding companies under Section 4(c) of the Bank Holding Company Act of
1956, unless the Director, by regulation, prohibits or limits any such activity
for savings and loan holding companies; or (B) in which multiple savings and
loan holding companies were authorized (by regulation) to directly engage on
March 5, 1987; and (x) purchasing, holding, or disposing of stock acquired in
connection with a qualified stock issuance if the purchase of such stock by such
savings and loan holding company is approved by the Director. If a mutual
holding company acquires or merges with another holding company, the holding
company acquired or the holding company resulting from such merger or
acquisition may only invest in assets and engage in activities listed in (i)
through
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(x) above, and has a period of two years to cease any nonconforming activities
and divest of any nonconforming investments.
The HOLA prohibits a savings and loan holding company, including the
Company and the Mutual Holding Company, directly or indirectly, or through one
or more subsidiaries, from acquiring another savings institution or holding
company thereof, without prior written approval of the OTS. It also prohibits
the acquisition or retention of, with certain exceptions, more than 5% of a
nonsubsidiary savings institution, a nonsubsidiary holding company, or a
nonsubsidiary company engaged in activities other than those permitted by the
HOLA; or acquiring or retaining control of an institution that is not federally
insured. In evaluating applications by holding companies to acquire savings
institutions, the OTS must consider the financial and managerial resources,
future prospects of the company and institution involved, the effect of the
acquisition on the risk to the insurance fund, the convenience and needs of the
community and competitive factors.
The OTS is prohibited from approving any acquisition that would result
in a multiple savings and loan holding company controlling savings institutions
in more than one state, subject to two exceptions: (i) the approval of
interstate supervisory acquisitions by savings and loan holding companies, and
(ii) the acquisition of a savings institution in another state if the laws of
the state of the target savings institution specifically permit such
acquisitions. The states vary in the extent to which they permit interstate
savings and loan holding company acquisitions.
Waivers of Dividends by the Mutual Holding Company. OTS regulations
require the Mutual Holding Company to notify the OTS of any proposed waiver of
its right to receive dividends. The OTS reviews dividend waiver notices on a
case-by-case basis, and, in general, does not object to any such waiver if: (i)
the mutual holding company's board of directors determines that such waiver is
consistent with such directors' fiduciary duties to the mutual holding company's
members; (ii) for as long as the savings association subsidiary is controlled by
the mutual holding company, the dollar amount of dividends waived by the mutual
holding company are considered as a restriction to the retained earnings of the
savings association, which restriction, if material, is disclosed in the public
financial statements of the savings association as a note to the financial
statements; (iii) the amount of any dividend waived by the mutual holding
company is available for declaration as a dividend solely to the mutual holding
company, and, in accordance with SFAS 5, where the savings association
determines that the payment of such dividend to the mutual holding company is
probable, an appropriate dollar amount is recorded as a liability; (iv) the
amount of any waived dividend is considered as having been paid by the savings
association in evaluating any proposed dividend under OTS capital distribution
regulations; and (v) in the event the mutual holding company converts to stock
form, the appraisal submitted to the OTS in connection with the conversion
application takes into account the aggregate amount of the dividends waived by
the mutual holding company.
Conversion of the Mutual Holding Company to Stock Form. OTS regulations
and the Plan of Reorganization permit the Mutual Holding Company to undertake a
Conversion Transaction. There can be no assurance when, if ever, a Conversion
Transaction will occur, and the Board of Directors has no current intention or
plan to undertake a Conversion Transaction. In a Conversion Transaction a new
holding company would be formed as the successor to the Company (the "New
Holding Company"), the Mutual Holding Company's corporate existence would end,
and certain depositors of the Bank would receive the right to subscribe for
additional shares of the New Holding Company. In a Conversion Transaction, each
share of Common Stock held by Minority Stockholders would be automatically
converted into a number of shares of common stock of the New Holding Company
determined pursuant an exchange ratio that ensures that after the Conversion
Transaction, subject to the Dividend Waiver Adjustment described below and any
adjustment to reflect the receipt of cash in lieu of fractional shares, the
percentage of the to-be outstanding shares of the New Holding Company issued to
Minority Stockholders in exchange for their Common Stock would be equal to the
percentage of the outstanding shares of Common Stock held by Minority
Stockholders immediately prior to the Conversion Transaction. The total number
of shares held by Minority Stockholders after the Conversion Transaction would
also be affected by any purchases by such persons in the offering that would be
conducted as part of the Conversion Transaction.
The Dividend Waiver Adjustment would decrease the percentage of the
to-be outstanding shares of common stock of the New Holding Company issued to
Minority Stockholders in exchange for their shares of Common Stock
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to reflect (i) the aggregate amount of dividends waived by the Mutual Holding
Company and (ii) assets other than Common Stock held by the Mutual Holding
Company. Pursuant to the Dividend Waiver Adjustment, the percentage of the to-be
outstanding shares of the New Holding Company issued to Minority Stockholders in
exchange for their shares of Common Stock would be equal to the percentage of
the outstanding shares of Common Stock held by Minority Stockholders multiplied
by the Dividend Waiver Fraction. The Dividend Waiver Fraction is equal to the
product of (a) a fraction, of which the numerator is equal to the Company's
stockholders' equity at the time of the Conversion Transaction less the
aggregate amount of dividends waived by the Mutual Holding Company and the
denominator is equal to the Company's stockholders' equity at the time of the
Conversion Transaction, and (b) a fraction, of which the numerator is equal to
the appraised pro forma market value of the New Holding Company minus the value
of the Mutual Holding Company's assets other than Common Stock and the
denominator is equal to the pro forma market value of the New Holding Company.
Federal Securities Law
The Common Stock to be issued in the Offering will be registered with
the SEC under the Securities Exchange Act of 1934 (the "Exchange Act"). The
Company will be subject to the information, proxy solicitation, insider trading
restrictions and other requirements of the SEC under the Exchange Act. Common
Stock held by persons who are affiliates (generally officers, directors and
principal stockholders) of the Company may not be resold without registration or
unless sold in accordance with certain resale restrictions. If the Company meets
specified current public information requirements, each affiliate of the Company
is able to sell in the public market, without registration, a limited number of
shares in any three-month period.
TAXATION
Federal Income Taxes
General. The Bank is, and the Company will be, subject to federal
income taxation in the same general manner as other corporations, with some
exceptions discussed below. The following discussion of federal taxation is
intended only to summarize certain pertinent federal income tax matters and is
not a comprehensive description of the tax rules applicable to the Bank.
Method of Accounting. For federal income tax purposes, the Bank
currently reports its income and expenses on the accrual method of accounting
and uses a tax year ending December 31 for filing its federal income tax
returns. The Small Business Protection Act of 1996 (the "1996 Act") eliminated
the use of the reserve method of accounting for bad debt reserves by savings
institutions, effective for taxable years beginning after 1995.
Bad Debt Reserves. Prior to the 1996 Act, the Bank was permitted to
establish a reserve for bad debts and to make annual additions to the reserve.
These additions could, within specified formula limits, be deducted in arriving
at the Bank's taxable income. As a result of the 1996 Act, the Bank must use the
specific charge off method in computing its bad debt deduction beginning with
its 1996 Federal tax return. In addition, the federal legislation requires the
recapture (over a six year period) of the excess of tax bad debt reserves at
December 31, 1995 over those established as of December 31, 1987. The amount of
such reserve subject to recapture as of December 31, 1997, was approximately
$880,000.
Taxable Distributions and Recapture. Prior to the 1996 Act, bad debt
reserves created prior to January 1, 1988 were subject to recapture into taxable
income should the Bank fail to meet certain thrift asset and definitional tests.
New federal legislation eliminated these thrift related recapture rules.
However, under current law, pre-1988 reserves remain subject to recapture should
the Bank make certain non-dividend distributions or cease to maintain a savings
bank charter.
At December 31, 1997, the Bank's total federal pre-1988 reserve was
approximately $3.0 million. This reserve reflects the cumulative effects of
federal tax deductions by the Bank for which no Federal income tax provision has
been made.
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Minimum Tax. The Code imposes an alternative minimum tax ("AMT") at a
rate of 20% on a base of regular taxable income plus certain tax preferences
("alternative minimum taxable income" or "AMTI"). The AMT is payable to the
extent such AMTI is in excess of an exemption amount. Net operating losses can
offset no more than 90% of AMTI. Certain payments of alternative minimum tax may
be used as credits against regular tax liabilities in future years. The Bank has
not been subject to the alternative minimum tax and has no such amounts
available as credits for carryover.
Net Operating Loss Carryovers. A financial institution may carry back
net operating losses to the preceding two taxable years and forward to the
succeeding 20 taxable years. This provision applies to losses incurred in
taxable years beginning after 1986. At December 31, 1997, the Bank had no net
operating loss carryforwards for federal income tax purposes.
Corporate Dividends-Received Deduction. The Company may exclude from
its income 100% of dividends received from the Bank as a member of the same
affiliated group of corporations. The corporate dividends-received deduction is
80% in the case of dividends received from corporations with which a corporate
recipient does not file a consolidated return, and corporations which own less
than 20% of the stock of a corporation distributing a dividend may deduct only
70% of dividends received or accrued on their behalf.
The Bank is not currently under audit with respect to its federal
income tax returns and has not been audited with respect to its federal income
tax returns during the past five years.
State and Local Taxation
State of New Jersey. The Bank files New Jersey income tax returns. For
New Jersey income tax purposes, savings institutions are presented taxed at a
rate equal to 3% of taxable income. For this purpose, "taxable income" generally
means federal taxable income, subject to certain adjustments (including the
addition of net interest income on state and municipal obligations). The Bank is
not currently under audit with respect to its New Jersey income tax returns.
The Company will be required to file a New Jersey income tax return
because it will be doing business in New Jersey. For New Jersey tax purposes,
regular corporations are presently taxed at a rate equal to 9% of taxable
income. For this purpose, "taxable income" generally means Federal taxable
income subject to certain adjustments (including addition of interest income on
state and municipal obligation). However, if the Company meets certain
requirements, it may be eligible to elect to be taxed as a New Jersey Investment
Company at a tax rate presently equal to 2.25% (25% of 9%) of taxable income.
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MANAGEMENT OF THE COMPANY
The Board of Directors of the Company will consist of nine members and
will be divided into three classes and will be elected by the stockholders of
the Company, for staggered three year terms and until their successors are
elected and qualified. One class of directors, consisting of directors John C.
Marsh, McGovern and Taylor, Jr. will have terms of office expiring in 2001; a
second class, consisting of directors Bowen, Widmer and Donald F. Marsh will
have terms of office expiring in 1999; and a third class, consisting of
directors Caruso, Fox and Bryson have terms of office expiring in 2000. Their
names and biographical information are set forth under "Management of the
Bank--Directors of the Bank."
The following individuals will hold positions as executive officers of
the Company as is set forth below opposite their names.
Name Position With the Company
---- -------------------------
John R. Bowen....................... President and Chief Executive Officer
Michael J. Widmer................... Executive Vice President and
Chief Financial Officer
Lucille Capece...................... Vice President
Brian C. Messett.................... Vice President
Joseph F. Coccaro................... Treasurer
Leslie C. Whelan.................... Corporate Secretary
The executive officers of the Company will be 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 Board of Directors initially is expected to have, among others, a
standing Executive Committee and Finance and Audit Committee. The Company's full
Board of Directors will act as the Nominating Committee, or may appoint a
Nominating Committee. The Company does not intend initially to have a
compensation committee, as it is not anticipated that the officers of the
Company will initially be compensated as such.
The Executive Committee initially will consist of Directors Fox (who
will serve as Chairman), Bowen, Donald F. Marsh and Taylor, Jr. The Executive
Committee is expected to meet as necessary when the Board is not in session to
exercise general control and supervision in all matters pertaining to the
interests of the Stock Company, subject at all times to the direction of the
Board of Directors.
The Finance and Audit Committee initially will consist of Directors
Taylor, Jr. (who will serve as Chairman), Caruso, Donald F. Marsh, and McGovern.
The Finance and Audit Committee is expected to meet as necessary to review and
recommend the independent auditors to be engaged by the Company, to review the
audit report with the independent auditors of the Company and to review and
approve the internal audit program of the Company.
None of the executive officers, directors or other personnel has
received remuneration from the Company. Information concerning the principal
occupations, employment and compensation of the directors and officers of the
Company during the past five years is set forth under "Management of the Bank."
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MANAGEMENT OF THE BANK
Directors of the Bank
Upon completion of the Reorganization, the directors of the Bank will
consist of those persons who currently serve on the Board of Directors of the
Bank. The directors of the Bank will have three year terms which will be
staggered to provide for the election of approximately one-third of the board
members each year. Directors of the Bank will be elected by the Company as sole
stockholder of the Bank. The directors and executive officers of the Bank are as
follows:
<TABLE>
<CAPTION>
Age at Current
Name December 31, 1997 Position Director Since (1) Term Expires
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John R. Bowen 57 Chairman, President & 1973 1999
Chief Executive Officer
Michael J. Widmer 38 Executive Vice President, 1998 1999
Chief Financial Officer
and Director
Donald F. Marsh 94 Director 1930 1999
Anthony V. Caruso 71 Director and Legal Counsel 1984 (2) 2000
John W. Fox 60 Director 1968 2000
Nelson L. Taylor, Jr. 67 Director 1966 2001
John C. Marsh 70 Director 1968 2001
Paul J. McGovern 51 Director 1988 2001
Neil R. Byrson, DDS 57 Director 1990 2000
</TABLE>
- --------
(1) Reflects initial appointment to the Board of Directors of the Bank.
(2) Also previously served as a director from January 1958 through May 1977.
Executive Officers Who Are Not Directors
The following table sets forth information regarding the executive
officers of the Bank who are not also directors.
Positions
Age At Held in the
Name December 31, 1997 Bank
---- ----------------- --------------
Lucille Capece 53 Vice President
Brian C. Messett 37 Vice President
Joseph F. Coccaro 40 Treasurer
Leslie C. Whelan 34 Secretary
The principal occupation during the past five years of each director
and executive officer of the Bank is set forth below. All directors have held
their present positions for five years unless otherwise stated.
John R. Bowen is the President, Chief Executive Officer and Chairman of
the Board of Directors. Mr. Bowen has been employed by the Bank in various
capacities since 1964. Mr. Bowen was elected President and Chief Executive
Officer in 1973 and Chairman in 1995. He serves as Vice Chairman of the Board of
Trustees of the Rahway Center Partnership, a non-profit community development
organization.
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Michael J. Widmer has served as Chief Financial Officer of the Bank
since February 1998 and Executive Vice President of the Bank since March 1996.
Mr. Widmer is a member of the Board of Trustees of the Union County Arts Center.
Mr. Widmer served as President and as a member of the Board of Directors of
Chatham Savings Bank in Chatham, New Jersey from 1990 to 1996.
Donald F. Marsh served as Chairman of the Board of Directors of the
Bank from 1967 until 1995. Mr. Marsh is retired from the position of President,
Chief Executive Officer and a member of the Board of Directors of Boorum &
Pease, Co. and subsidiaries, manufacturers of office supplies and equipment.
Anthony V. Caruso has served as the Bank's legal counsel since 1963.
Mr. Caruso is a practicing attorney with thirty-nine years of experience. Mr.
Caruso is a former Municipal Judge of Rahway, New Jersey and is a member of the
Board of Governors of The Rahway Hospital.
John W. Fox is a General Partner of The Linden Investment Co., a real
estate investment company. Mr. Fox is Chairman of the Board of Trustees of
Children's Specialized Hospital, Mountainside, New Jersey.
Nelson L. Taylor, Jr. is the President and Owner of West End Garage,
Inc., a Chrysler Plymouth automobile agency in Rahway, New Jersey. Mr. Taylor is
a member of the Board of Governors of The Rahway Hospital.
John C. Marsh is President and Chief Executive Officer of Consumers
International. Prior to that position, Mr. Marsh held various administrative
positions in area hospitals. Mr. Marsh is a former Mayor of the City of Rahway,
New Jersey.
Paul J. McGovern is retired from the position of Senior Director of
Internal Auditing for Merck & Co., Inc. Mr. McGovern is a Certified Public
Accountant. Mr. McGovern is a member of the Board of Trustees of Don Bosco
Preparatory School, Ramsey, New Jersey.
Neil R. Bryson is a Doctor of Dental Surgery, a Board Certified
Periodontist, a Prosthiodontist and a member of the American Dental Association
in private practice in Colonia, New Jersey.
Lucille Capece has served as Vice President of Operations of the Bank
since 1979.
Brian C. Messett joined the Bank as Vice President of Lending in August
of 1997. Prior to joining the Bank, Mr. Messett was Assistant Vice President of
Lending for Spencer Savings Bank, Garfield, New Jersey.
Joseph F. Coccaro has served as Treasurer of the Bank since 1988.
Leslie C. Whelan joined the Bank in 1991 and has served as Corporate
Secretary since October of 1993.
Meetings of the Board of Directors of the Bank
The Board of Directors of the Bank meets monthly and may have
additional special meetings as may be called by the Chairman or as otherwise
provided by the Bank's current Bylaws. During the fiscal year ended December,
1997, the Board held 14 meetings. No director attended fewer than 75% in the
aggregate of the total number of meetings of the Board or Board Committees on
which such Director served during fiscal 1997.
Directors Compensation
During the year ended December 31, 1997, directors of the Bank received
a retainer fee of $12,000, plus a fee of $300 per board meeting or committee
meeting attended. The Bank provides all employees with medical, dental and life
insurance, and also offers these benefits to its directors. During the year
ended December 31, 1997 the Bank provided insurance benefits to directors Donald
F. Marsh, Taylor, Jr., Bryson, and Caruso of $3,600, $7,200, $11,700 and $11,000
respectively. Employee directors Bowen and Widmer received
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benefits of $11,700 and $7,500, respectively, pursuant to these plans. The Bank
also provides that a director's beneficiary will receive a $10,000 cash payment
should the director die while in office.
Executive Compensation
Summary Compensation Table. The following table sets forth for the year
ended December 31, 1997, certain information as to the total remuneration paid
by the Bank to the Chief Executive Officer and the Executive Vice President,
each of whose salary and bonuses exceeded $100,000 in 1997.
<TABLE>
<CAPTION>
Summary Compensation Table
- -------------------------------------------------------------------------------------------------------------------
Long-Term
Compensation
Annual Compensation(1) Awards
- ------------------------------------------------------------------------- --------------------
Other Restricted
Annual Stock Options/ All Other
Name and Principal Fiscal Compensation Award SARs Compensation
Position Year(1) Salary($)(2) Bonus($) ($)(3) ($) (#) ($)
------------------ ------- ------------ -------- ------------ ---------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
John R. Bowen, 1997 186,200 16,320 -- -- -- --
President and Chief
Executive Officer
Michael J. Widmer, 1997 97,000 8,262 -- -- -- --
Executive Vice President
and Chief Financial Officer
</TABLE>
- ----------
(1) In accordance with the rules on executive officer and director compensation
disclosure adopted by the SEC, Summary Compensation information is excluded
for the fiscal years ended December 31, 1996 and 1995, as the Bank was not
a public company during such periods.
(2) Salary amount for Mr. Bowen includes directors fees of $16,200 for the year
ended December 31, 1997.
(3) The Bank also provides certain members of senior management with the use of
an automobile, and all employees of the Bank with medical, dental and life
insurance. These benefits did not exceed the lesser of $50,000 or 10% of
the total annual salary and bonus reported for each officer.
Benefit Plans
Employment Agreements. The Bank intends to enter into employment
agreements with Messrs. Bowen and Widmer and Ms. Capece, each of which will
provide for a term of 36 months. On each anniversary date, the agreement may be
extended for an additional twelve months, so that the remaining term shall be 36
months. If the agreement is not renewed, the agreement will expire 36 months
following the anniversary date. The agreement provides for, among other things,
base salary (which may be increased, but not decreased), participation in stock
benefit plans and other employee and fringe benefits applicable to executive
personnel. The agreement provides for termination by the Bank for cause at any
time. In the event the Bank terminates the executive's employment for reasons
other than for disability, retirement or for cause, or in the event of the
executive's resignation from the Bank upon (i) failure to re-elect the executive
to his current offices, (ii) a material change in the executive's functions,
duties or responsibilities, (iii) liquidation or dissolution of the Bank or
Company, (iv) a breach of the agreement by the Bank or, (v) a change in control
of the Bank or Company, the executive, or in the event of death, the executive's
beneficiary would be entitled to severance pay in an amount equal to three times
the annual rate of Base Salary (which includes any salary deferred at the
election of Mr. Bowen, Mr. Widmer or Ms. Capece) at the time of termination,
plus the
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highest annual cash bonus paid to him during the prior three years. The Bank
would also continue the executive's life, health, dental and disability coverage
for 36 months from the date of termination. In the event the payments to the
executive would include an "excess parachute payment" as defined by Code Section
280G (relating to payments made in connection with a change in control), the
payments would be reduced in order to avoid having an excess parachute payment.
The executive's employment may be terminated upon his/her retirement at
age 65, or such later age as consented to by the Bank or in accordance with any
retirement policy established by the Bank. Upon the executive's retirement,
he/she will be entitled to all benefits available to him/her under any
retirement or other benefit plan maintained by the Bank. In the event of the
executive's disability for a period of six months, the Bank may terminate the
agreement provided that the Bank will be obligated to pay the executive his/her
Base Salary for the remaining term of the agreement or one year, whichever is
longer, reduced by any benefits paid to the executive pursuant to any disability
insurance policy or similar arrangement maintained by the Bank. In the event of
the executive's death, the Bank will pay his/her Base Salary to his/her named
beneficiaries for one year following his/her death, and will also continue
medical, dental, and other benefits to his/her family (as applicable) for one
year.
The employment agreement provides that, following termination of
employment, the executive will not compete with the Bank for a period of one
year within 25 miles of any existing branch of the Bank or within 25 miles of
any office for which the Bank and/or the Company has filed for regulatory
approval to establish an office.
Defined Benefit Pension Plan. The Bank maintains The Retirement Plan
for Employees of Axia Federal Savings Bank in RSI Retirement Trust, which is a
qualified, tax-exempt defined benefit plan ("Retirement Plan"). All employees
age 20 1/2 or older who have worked at the Bank for a period of one year and
have been credited with 1,000 or more hours of service with the Bank during the
year are eligible to participant in the Retirement Plan provided, however, that
leased employees, employees paid on a contract basis and employees in a unit
covered by a collective bargaining agreement are not eligible to participate.
The Bank annually contributes an amount to the Retirement Plan necessary to
satisfy the actuarially determined minimum funding requirements in accordance
with the Employee Retirement Income Security Act ("ERISA").
The regular form of all retirement benefits (normal, early or
disability) is guaranteed for the life of the retiree, but not less than 120
monthly installments. For a married participant, the normal form of benefit is a
joint and 50% survivor annuity where, upon the participant's death, the
participant's spouse is entitled to receive a benefit equal to 50% of that paid
during the participant's lifetime. Alternatively, a participant may elect (with
proper spousal consent, if necessary) an optional form of benefit. These
optional forms include various annuity forms as well as a lump sum payment. All
forms in which a participant's benefit may be paid will be actuarially
equivalent to a ten (10) year period certain and life benefit. For an unmarried
participant, benefits payable upon death are made in a lump sum.
The normal retirement benefit payable at the later of age 65 or the
fifth anniversary of participation in the plan, is an amount equal to the
greater of (i) 30.5% of a participant's average annual earnings, plus 19.5% of
the amount in excess of $10,000, multiplied by a fraction, not to exceed 1, the
numerator of which is the number of years of the Participant's credited service
at normal retirement date and the denominator of which is 30 and (ii) 2% of a
participant's average annual earnings multiplied by the participant's years of
credited service (up to a maximum of 10 years). Retirement benefits are also
payable upon retirement due to early and late retirement or death. A reduced
benefit is payable upon early retirement at age 55 and , for employees who first
become participants on or after January 1, 1998, ten (10) years of credited
service, or after the sum of the participant's attained age and vested service
equals 75. Upon termination of employment other than as specified above, a
participant who is employed on or after January 1, 1998 and has 5 years of
vested service after age 18 is eligible to receive his or her accrued benefit
commencing, generally, on such participant's normal retirement date. (Employees
employed prior to January 1, 1998 are eligible to receive a vested retirement
benefit that vests after age 18 over a five year period at a rate of 20% per
year, beginning in the second year of service, until a participant is 100%
vested after five years). For the plan year ended December 31, 1997, the Bank
made a contribution to the Retirement Plan of $102,039.
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The following table indicates the annual retirement benefit that would
be payable under the Retirement Plan upon retirement at age 65 in calendar year
1997, expressed in the form of a single life annuity for the average salary and
benefit service classifications specified below.
High Five-Year
Average Years of Service and Benefit Payable at Retirement
---------------------------------------------------------------
Compensation 15 20 25 30 35 40
- -------------- ---------------------------------------------------------------
$50,000 $11,525 $15,367 $19,208 $23,050 $23,050 $23,050
75,000 17,775 23,700 29,625 35,550 35,550 35,550
100,000 24,025 32,033 40,042 48,050 48,050 48,050
125,000 30,275 40,367 50,458 60,550 60,550 60,550
160,000 39,025 52,033 65,042 78,050 78,050 78,050
The maximum annual compensation which may be taken into account under
the Internal Revenue Code, as amended (the "Code") for calculating contributions
under qualified defined benefit plans such as the Retirement Plan is currently
$160,000. As of December 31, 1997, Messrs. Bowen and Widmer had 33 years and two
years, respectively, of credited service (i.e., benefit service), under the
plan.
Employee Stock Ownership Plan and Trust
The Bank intends to implement the ESOP in connection with the
Reorganization. Employees with at least one year of employment in which they
complete 1000 hours of service for the Bank and who have attained age 21 are
eligible to participate. As part of the Reorganization, the ESOP intends to
borrow funds from the Company and use those funds to purchase a number of shares
equal to up to 8% of the Common Stock to be sold in the Offering. Collateral for
the loan will be the common stock purchased by the ESOP. The loan will be repaid
principally from the Bank's discretionary contributions to the ESOP over a
period of not less than ten years. It is anticipated that the interest rate for
the loan will be a floating rate equal to the Prime Rate. Shares purchased by
the ESOP will be held in a suspense account for allocation among participants as
the loan is repaid.
Contributions to the ESOP and shares released from the suspense account
in an amount proportional to the repayment of the ESOP loan will be allocated
among ESOP participants on the basis of compensation in the year of allocation.
Participants in the ESOP will receive credit for service prior to the effective
date of the ESOP. Benefits generally vest after five years of credited service,
upon normal retirement (as defined in the ESOP), early retirement, disability or
death of the participant. A participant who terminates employment for reasons
other than death, retirement, or disability prior to five years of credited
service will forfeit his benefits under the ESOP. Benefits will be payable in
the form of common stock and/or cash upon death, retirement, early retirement,
disability or separation from service. The Bank's contributions to the ESOP are
discretionary, subject to the loan terms and tax law limits, and, therefore,
benefits payable under the ESOP cannot be estimated. Pursuant to The American
Institute of Certified Public Accountants Statement of Position 93-6,
"Employers' Accounting for Employee Stock Ownership Plans" the Bank is required
to record compensation expense in an amount equal to the fair market value of
the shares released from the suspense account each year.
In connection with the establishment of the ESOP, the Bank will
establish a committee of non-employee directors to administer the ESOP. The Bank
will either appoint its non-employee directors or an independent financial
institution to serve as trustee of the ESOP. The ESOP Committee may instruct the
trustee regarding investment of funds contributed to the ESOP. The ESOP trustee,
subject to its fiduciary duty, must vote all allocated shares held in the ESOP
in accordance with the instructions of participating employees. Under the ESOP,
nondirected shares, and shares held in the suspense account, will be voted in a
manner calculated to most accurately reflect the instructions it has received
from participants regarding the allocated stock so long as such vote is in
accordance with the provisions of ERISA.
Stock Option Plan. At a meeting of the Company's shareholders to be
held no earlier than six months after the completion of the Offering, the Board
of Directors intends to submit for shareholder approval a stock option plan
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for directors and officers of the Bank and of the Company (the "Stock Option
Plan"). If approved by the shareholders, Common Stock in an aggregate amount
equal to 10% of the shares sold in the Offering would be reserved for issuance
by the Company upon the exercise of the stock options granted under the Stock
Option Plan. Ten percent of the shares issued in the Offering would amount to
117,853 shares, 138,650 shares, 159,448 shares or 183,365 shares at the minimum,
midpoint, maximum and adjusted maximum of the Offering Range, respectively. No
options would be granted under the Stock Option Plan until the date on which
shareholder approval is received.
It is anticipated that options would be granted for terms of
approximately 10 years. Options granted under the Stock Option Plan would be
adjusted for capital changes such as stock splits and stock dividends. Awards
would be 100% vested upon termination of employment due to death or disability,
and if the Stock Option Plan is adopted more than 12 months after the Offering,
awards may be 100% vested upon normal retirement or a change in control of the
Bank or the Company. Under OTS rules, if the Stock Option Plan is adopted within
the first 12 months after the Offering, no individual officer may receive more
than 25% of the awards under the plan, no outside director may receive more than
5% of the awards under the plan, all outside directors as a group may receive no
more than 30% of the awards under the plan in the aggregate, the exercise price
of the options must be equal to the fair market value of the shares on the date
of grant, options may become exercisable at a rate of no more than 20% at the
end of each 12 months of service with the Bank after the date of grant (subject
to early vesting only in the event of death or disability), and the plan must be
approved by a majority of Minority Stockholders.
The Stock Option Plan would be administered by a Committee of
non-employee members of the Company's Board of Directors. Options granted under
the Stock Option Plan to employees could be "incentive" stock options designed
to result in a beneficial tax treatment to the employee but no tax deduction to
the Company. Non-qualified stock options could also be granted under the Stock
Option Plan and would be granted to the non-employee directors who receive
grants of stock options. In the event an option recipient terminated his
employment or service as an employee or director, the options would terminate
during certain specified periods.
Recognition and Retention Plan. At a meeting of the Company's
shareholders to be held no earlier than six months after the completion of the
Offering, the Board of Directors also intends to submit a Recognition and
Retention Plan (the "Recognition Plan") for shareholder approval. The
Recognition Plan will provide the Bank's directors and officers an ownership
interest in the Company in a manner designed to encourage them to continue their
service with the Bank. The Bank will contribute funds to the Recognition Plan
from time to time to enable it to acquire an aggregate amount of common stock
equal to up to 4% of the shares of Common Stock sold in the Offering, either
directly from the Company or in open market purchases. Four percent of the
shares issued in the Offering would amount to 47,141 shares, 55,460 shares,
63,779 or 73,346 shares at the minimum, midpoint, maximum and adjusted maximum
of the Offering Range, respectively. In the event that additional authorized but
unissued shares would be acquired by the Recognition Plan after the Offering,
the interests of existing shareholders would be diluted. The executive officers
and directors will be awarded common stock under the Recognition Plan at no cost
to them. No awards under the Recognition Plan would be made until the date the
Recognition Plan is approved by the Company's shareholders.
Awards under the Recognition Plan would be nontransferable and
nonassignable, and during the lifetime of the recipient could only be earned by
him. Awards would be adjusted for capital changes such as stock dividends and
stock splits and would be 100% vested upon termination of employment due to
death or disability. If the Recognition Plan is adopted more than 12 months
after the Offering, awards may be 100% vested upon normal retirement or a change
in control of the Bank or the Company. If employment or service were to
terminate for other reasons, the award recipient would forfeit any nonvested
award. If employment or service is terminated for cause (as defined in the
Recognition Plan), shares not already delivered under the Recognition Plan would
be forfeited.
Under OTS rules, if the Recognition Plan is adopted within the first 12
months after the Offering, no individual officer may receive more than 25% of
the awards under the plan, no outside director may receive more than 5% of the
awards under the plan, all outside directors as a group may receive no more than
30% of the awards under the plan in the aggregate, awards may vest at a rate of
no more than 20% at the end of each 12 months of
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service with the Bank after the date of grant (subject to early vesting only in
the event of death or disability), and the plan must be approved by a majority
of Minority Stockholders.
When shares become vested under the Recognition Plan, the participant
will recognize income equal to the fair market value of the common stock earned,
determined as of the date of vesting, unless the recipient makes an election
under ss. 83(b) of the Code to be taxed earlier. The amount of income recognized
by the participant would be a deductible expense for tax purposes for the
Company. If the Recognition Plan is adopted within one year following the
Offering, dividends and other earnings will accrue and be payable to the award
recipient when the shares vest. If the Recognition Plan is adopted within one
year following the Offering, shares not yet vested under the Recognition Plan
will be voted by the trustee of the Recognition Plan, taking into account the
best interests of the recipients of the Recognition Plan awards. If the
Recognition Plan is adopted more than one year following the Offering, dividends
declared on unvested shares will be distributed to the participant when paid,
and the participant will be entitled to vote the unvested shares.
Transactions With Certain Related Persons
The Bank offers to directors, officers, and employees real estate
mortgage loans secured by their principal residence. All loans to the Bank's
directors, officers and employees are made on substantially the same terms,
including interest rates and collateral as those prevailing at the time for
comparable transactions, and do not involve more than minimal risk of
collectibility.
Director Anthony V. Caruso has served as the Bank's legal counsel since
1963. During the year ended December 31, 1997 the Bank paid $61,100 in legal
fees to Mr. Caruso.
PARTICIPATION BY MANAGEMENT
The following table sets forth information regarding intended common
stock subscriptions by each of the Directors and executive officers of the Bank
and Directors of the Company who do not serve as directors of the Bank and their
families, and by all such Directors and executive officers as a group. In the
event the individual maximum purchase limitation is increased, persons
subscribing for the maximum amount may increase their purchase order. This table
excludes shares to be purchased by the ESOP, as well as any Recognition Plan
awards or stock option grants that may be made no earlier than six months after
the completion of the Reorganization. See "Management of the Bank--Recognition
and Retention Plan" and "--Stock Option Plan."
<TABLE>
<CAPTION>
Percent of
Shares Issued
Position Aggregate Price in the
Name With the Bank Total Shares of Shares Offering(1)
---- ------------------------ ------------ --------------- ------------
<S> <C> <C> <C> <C>
John R. Bowen Chairman, President & 10,000 $100,000 *
Chief Executive Officer
Michael J. Widmer Executive Vice President, 7,500 75,000 *
Chief Financial Officer
and Director
Donald F. Marsh Director 1,000 10,000 *
Anthony V. Caruso Director and Legal Counsel 1,000 10,000 *
John W. Fox Director 2,500 25,000 *
Nelson L. Taylor, Jr. Director 10,000 100,000 *
John C. Marsh Director 2,000 20,000 *
Paul J. McGovern Director 10,000 100,000 *
Neil R. Bryson, DDS Director 10,000 100,000 *
All directors and 54,000 540,000 3.9%
executive officers
as a group (13 persons)
</TABLE>
- ---------
* Less than 1%.
(1) At the midpoint of the Offering Range.
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THE REORGANIZATION AND OFFERING
THE BOARD OF DIRECTORS OF THE BANK, AND THE OTS, HAVE APPROVED THE PLAN
OF REORGANIZATION, SUBJECT TO APPROVAL BY THE MEMBERS OF THE MUTUAL HOLDING
COMPANY ENTITLED TO VOTE ON THE MATTER AND THE SATISFACTION OF CERTAIN OTHER
CONDITIONS. SUCH OTS APPROVAL, HOWEVER, DOES NOT CONSTITUTE A RECOMMENDATION OR
ENDORSEMENT OF THE PLAN BY SUCH AGENCY.
General
On October 15, 1997, the Board of Directors of the Bank adopted the
Plan of Reorganization, pursuant to which the Bank will be converted from a
federally chartered mutual savings bank to a federally chartered stock savings
bank. The Plan of Reorganization was approved by the OTS, subject to, among
other things, approval of the Plan of Reorganization by the Bank's members. The
Special Meeting of Members has been called for this purpose.
Pursuant to the Plan of Reorganization, the Reorganization will be
effected as follows or in any other manner that is consistent with applicable
federal law and regulations and the intent of the Plan of Reorganization.
(i) the Bank will organize an interim stock savings bank as a wholly-owned
subsidiary ("Interim One");
(ii) Interim One will organize an interim stock savings bank as a
wholly-owned subsidiary ("Interim Two");
(iii) Interim One will organize the Company as a wholly-owned subsidiary;
(iv) the Bank will exchange its charter for a federal stock savings bank
charter and Interim One will exchange its charter for a federal mutual
holding company charter to become the Mutual Holding Company;
(v) simultaneously with step (iv), Interim Two will merge with and into
the Bank with the Bank as the resulting institution;
(vi) all of the initially issued stock of the Bank will be transferred to
the Mutual Holding Company in exchange for membership interests in the
Mutual Holding Company;
(vii)the Mutual Holding Company will contribute the capital stock of the
Bank to the Company, and the Bank will become a wholly-owned
subsidiary of the Company; and
(viii) contemporaneously with the Reorganization, the Company will sell the
shares of Common Stock in the Offering.
The Company expects to receive the approval of the OTS to become a
savings and loan holding company and to own all of the common stock of the Bank.
The Company intends to contribute at least 50% of the net proceeds of the
Offering to the Bank. The Reorganization will be effected only upon completion
of the sale of all of the shares of Common Stock to be issued pursuant to the
Plan.
The Plan provides generally for consummation of the Reorganization in
accordance with the steps set forth above. As part of the Reorganization the
Company will offer shares of Common Stock for sale in the Subscription Offering
to Eligible Account Holders, the Bank's ESOP, Supplemental Eligible Account
Holders and Other Members. Subject to the prior rights of these holders of
subscription rights, the Company will offer Common Stock for sale in a Community
Offering that may commence anytime subsequent to the commencement of the
Subscription Offering to certain members of the general public, with a
preference given to natural persons residing in the Community. The Bank has the
right to accept or reject, in its sole discretion, in whole or in part, any
orders to purchase shares of the
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Common Stock received in the Community Offering. The Community Offering must be
completed within 45 days after the completion of the Subscription Offering
unless otherwise extended by the OTS. See "--Community Offering."
The number of shares of Common Stock to be issued in the Offering will
be determined based upon an independent appraisal of the estimated pro forma
market value of the Common Stock of the Company. All shares of Common Stock to
be issued and sold in the Offering will be sold at the same price. The
Independent Valuation will be updated and the final number of the shares to be
issued in the Offering will be determined at the completion of the Offering. See
"--Stock Pricing and Number of Shares to be Issued" for more information as to
the determination of the estimated pro forma market value of the Common Stock.
This summary of the Reorganization is qualified in its entirety by
reference to the provisions of the Plan of Reorganization. A copy of the Plan of
Reorganization is available for inspection at each branch of the Bank and at the
Northeast Region and Washington, D.C. offices of the OTS. The Plan of
Reorganization is also filed as an Exhibit to the Application to Convert from
Mutual to Stock Form of which this Prospectus is a part, copies of which may be
obtained from the OTS. See "Additional Information."
Purposes of the Reorganization
In adopting the Plan of Reorganization, the Board of Directors
unanimously determined that the Reorganization is in the best interest of the
Bank. The primary purpose of the Reorganization is to establish a structure that
will enable the Bank to compete and expand more effectively in the financial
services marketplace, and that will enable the Bank's depositors, employees,
management and directors to obtain an equity ownership interest in the Bank. The
holding company structure permits the Company to issue capital stock, which is a
source of capital not available to mutual savings banks. Since the Company is
not offering all of its common stock for sale to depositors and the public in
the Offering (but is issuing a majority of its stock to the Mutual Holding
Company in accordance with OTS regulations), the Reorganization will result in
less capital raised in comparison to a standard mutual-to-stock conversion. The
Reorganization, however, will also offer the Bank the opportunity to raise
additional capital since the stock held by the Mutual Holding Company will be
available for sale in the future in the event of the Mutual Holding Company
decides to convert to the capital stock form of organization. See
"Regulation--Holding Company Regulation--Conversion of the Mutual Holding
Company to Stock Form."
The Reorganization will also provide greater flexibility to structure
and finance the expansion of the Company's operations, including the potential
acquisition of other financial institutions, and to diversify into other
financial services. The holding company form of organization is expected to
provide additional flexibility to diversify the Bank's business activities
through existing or newly formed subsidiaries, or through acquisitions of or
mergers with other financial institutions, as well as other companies. Although
the Bank and the Company have no current arrangements, understandings or
agreements regarding any such opportunities, the Company will be in a position
after the Reorganization, subject to regulatory limitations and the Company's
financial position, to take advantage of any such opportunities that may arise.
Lastly, the Reorganization will enable the Bank to better manage its capital by
giving broader investment opportunities through the holding company structure,
and enable the Company to distribute capital to its stockholders in the form of
dividends. Because only a minority of the common stock will be offered for sale
in the Offering, the current mutual form of ownership and ability to remain an
independent savings bank and to provide community-oriented financial services
will be preserved through the mutual holding company structure.
The Board of Directors believes that these advantages outweigh the
potential disadvantages of the mutual holding company structure, which may
include: (i) the inability of stockholders other than the Mutual Holding Company
to obtain majority ownership of the Company and the Bank, which may result in
the perpetuation of the management and Board of Directors of the Bank and the
Company; and (ii) that the mutual holding company structure is a relatively new
form of corporate ownership, and new regulatory policies relating to the mutual
interest in the Mutual Holding Company that may be adopted from time-to-time may
have an adverse impact on minority stockholders. A majority of the voting stock
of the Company will be owned by the Mutual Holding Company, which is a mutual
institution that will be controlled by members. While this structure will permit
management to focus on
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the Company's and the Bank's long-term business strategy for growth and capital
redeployment, it will also serve to perpetuate the existing management and
directors of the Bank. The Mutual Holding Company will be able to elect all
members of the Board of Directors of the Company, and will be able to control
the outcome of all matters presented to the stockholders of the Company for
resolution by vote except for certain matters that must be approved by more than
a majority of stockholders of the Company. No assurance can be given that the
Company will not take action adverse to the interests of the Minority
Stockholders. For example, the Company could revise the dividend policy or
defeat a candidate for the Board of Directors of the Bank or other proposals put
forth by the Minority Stockholders.
The Reorganization does not preclude the Reorganization of the Mutual
Holding Company from the mutual to stock form of organization. A conversion of
the Mutual Holding Company from the mutual to stock form of organization is not
anticipated for the foreseeable future. See "Regulation--Holding Company
Regulation--Conversion of the Mutual Holding Company to Stock Form."
Approvals Required
The affirmative vote of a majority of the total eligible votes of the
members of the Bank at the Special Meeting of Members is required to approve the
Plan of Reorganization. Consummation of the Reorganization is also subject to
the approval of the OTS.
Effects of Reorganization on Depositors, Borrowers and Members
General. Following the completion of the Reorganization, all members of
the Bank as of the effective date of the Reorganization will become members of
the Mutual Holding Company so long as they continue to hold deposit accounts
with the Bank. In addition, all persons who become depositors subsequent to the
Reorganization will become members of the Mutual Holding Company.
Continuity. While the Reorganization is being accomplished, the normal
business of the Bank of accepting deposits and making loans will continue
without interruption. The Bank will continue to be subject to regulation by the
OTS and the FDIC. After the Reorganization, the Bank will continue to provide
services for depositors and borrowers under current policies by its present
management and staff. The Directors serving the Bank at the time of the
Reorganization will serve as Directors of the Bank after the Reorganization.
Effect on Deposit Accounts. Under the Plan of Reorganization, each
depositor in the Bank at the time of the Reorganization will automatically
continue as a depositor after the Reorganization, and each such deposit account
will remain the same with respect to deposit balance, interest rate and other
terms. Each such account will be insured by the FDIC to the same extent as
before the Reorganization. Depositors will continue to hold their existing
certificates, passbooks and other evidences of their accounts.
Effect on Loans. No loan outstanding from the Bank will be affected by
the Reorganization, and the amount, interest rate, maturity and security for
each loan will remain as they were contractually fixed prior to the
Reorganization.
Effect on Voting Rights of Members. At present, all depositors of the
Bank are members of, and have voting rights in, the Bank as to all matters
requiring membership action. Upon completion of the Reorganization, all voting
rights in the Bank will be vested in the Company as the sole shareholder of the
Bank. Exclusive voting rights with respect to the Company will be vested in the
holders of Common Stock. Depositors of the Bank will not have voting rights
after the Reorganization except to the extent that they become stockholders of
the Company through the purchase of Common Stock.
Tax Effects. The Bank will receive an opinion with regard to federal
and state income taxation to the effect that the adoption and implementation of
the Plan of Reorganization will not be taxable for federal or state income tax
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<PAGE>
purposes to the Bank, the Mutual Holding Company, members of the Bank, eligible
account holders or the Company. See "--Tax Effects of the Reorganization."
Effect on Liquidation Rights. Were the Bank to liquidate prior to the
Reorganization, all claims of creditors of the Bank, including those of
depositors to the extent of their deposit balances, would be paid first. In the
unlikely event that the Bank were to liquidate after Reorganization and
Offering, all claims of creditors (including those of depositors, to the extent
of their deposit balances) would also be paid first, with any assets remaining
thereafter distributed to the Company as the holder of the Bank's capital stock.
Stock Pricing and Number of Shares to be Issued
The Plan of Reorganization and Federal regulations require that the
aggregate purchase price of the Common Stock in the Offering must be based on
the appraised pro forma market value of the Common Stock, as determined by an
independent valuation (the "Independent Valuation"). The Bank has retained
FinPro, Inc. ("FinPro") to make such valuation. For its services in making such
appraisal, FinPro will receive a fee of $13,500 (which amount does not include a
fee of $11,000 to be paid to FinPro for assistance in preparation of a business
plan). The Bank and the Company have agreed to indemnify FinPro and its
employees and affiliates against certain losses (including any losses in
connection with claims under the federal securities laws) arising out of its
services as appraiser, except where FinPro's liability results from its
negligence or bad faith.
The Independent Valuation was prepared by FinPro in reliance upon the
information contained in the Prospectus, including the Consolidated Financial
Statements. FinPro also considered the following factors, among others: the
present and projected operating results and financial condition of the Company
and the Bank and the economic and demographic conditions in the Bank's existing
marketing area; certain historical, financial and other information relating to
the Bank; a comparative evaluation of the operating and financial statistics of
the Bank with those of other publicly traded savings institutions located in the
mid-Atlantic region and on a national basis; the aggregate size of the Offering;
the impact of the consolidated stockholders' equity and earnings potential; the
proposed dividend policy of the Company; and the trading market for securities
of comparable institutions and general conditions in the market for such
securities.
The Independent Valuation, however, is not intended, and must not be
construed, as a recommendation of any kind as to the advisability of purchasing
such shares. FinPro did not independently verify the Consolidated Financial
Statements and other information provided by the Bank, nor did FinPro value
independently the assets or liabilities of the Bank. The Independent Valuation
considers the Bank as a going concern and should not be considered as an
indication of the liquidation value of the Bank. Moreover, because such
valuation is necessarily based upon estimates and projections of a number of
matters, all of which are subject to change from time to time, no assurance can
be given that persons purchasing such shares in the Offering will thereafter be
able to sell such shares at prices at or above the Purchase Price.
The Independent Valuation states that as of March ___, 1998, the
estimated pro forma market value of the Common Stock ranged from a minimum of
$25,075,000 to a maximum of $33,925,000 with a midpoint of $29,500,000 (the
"Estimated Valuation Range"). The Board of Directors reviewed the Independent
Valuation and, in particular, considered (i) the Bank's financial condition and
results of operations for the year ended December 31, 1997, (ii) financial
comparisons of the Bank in relation to financial institutions of similar size
and asset quality, and (iii) stock market conditions generally and in particular
for financial institutions, all of which are set forth in the Independent
Valuation. The Board also reviewed the methodology and the assumptions used by
FinPro in preparing the Independent Valuation. The Bank's Board of Directors
determined to offer the shares in the Offering for the Subscription Price of
$10.00 per share. Based on the Estimated Valuation Range and the Subscription
Price, the number of shares of Common Stock that the Company will issue,
excluding Contingent Shares, will range from 2,507,500 shares to 3,392,500
shares, with a midpoint of 2,950,000 shares. The Bank's Board of Directors
determined to offer 47% of such shares in the Offering, or between 1,178,525
shares and 1,594,475 shares with a midpoint of 1,386,500 shares (the "Offering
Range"). The 53% of the to-be outstanding shares of Common Stock that are not
sold in the Offering will be issued to the Mutual Holding Company.
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Following commencement of the Subscription Offering, the Independent
Appraisal may be updated and the Estimated Valuation Range may be amended, if
necessitated by subsequent developments in the financial condition of the Bank,
market conditions generally, or the results of the Offering. The maximum of the
Estimated Valuation Range may be increased by up to 15% to up to $39,013,750,
which will result in a corresponding increase in the maximum of the Offering
Range to up to 1,833,646 shares without the resolicitation of subscribers. The
minimum of the Estimated Valuation Range and the minimum of the Offering Range
may not be decreased without a resolicitation of subscribers. If the update to
the Independent Valuation at the conclusion of the Offering results in an
increase in the maximum of the Estimated Valuation Range to more than
$39,013,750, or a decrease in the minimum of the Estimated Valuation Range to
less than $25,075,000, then the Company, after consulting with the OTS, may
terminate the Plan of Reorganization and return all funds promptly with interest
at the Bank's passbook rate of interest on payments made by check, certified or
teller's check, bank draft or money order, extend or hold a new Subscription
Offering, Community Offering, or both, establish a new Estimated Valuation Range
and Offering Range, commence a resolicitation of subscribers, or take such other
actions as permitted by the OTS in order to complete the Reorganization and the
Offering. If a resolicitation is commenced, unless subscribers respond
affirmatively by the close of the resolicitation period as to which all
subscribers would be notified, all funds will be promptly returned, with
interest, to subscribers as described above. A resolicitation, if any, following
the conclusion of the Subscription and Community Offerings would not exceed 45
days unless further extended by the OTS for periods of up to 90 days through no
later than June ____, 2000.
An increase in the Independent Valuation and the number of shares to be
issued in the Reorganization would decrease both a subscriber's ownership
interest and the Company's pro forma earnings and stockholders' equity on a per
share basis while increasing pro forma earnings and stockholders' equity on an
aggregate basis. A decrease in the Independent Valuation and the number of
shares to be issued in the Reorganization would increase both a subscriber's
ownership interest and the Company's pro forma earnings and stockholders' equity
on a per share basis while decreasing pro forma net income and stockholders'
equity on an aggregate basis. For a presentation of the effects of such changes,
see "Pro Forma Data."
Copies of the appraisal report of FinPro and the detailed memorandum of
the appraiser setting forth the method and assumptions for such appraisal are
available for inspection at the main office of the Bank and the other locations
specified under "Additional Information."
No sale of shares of Common Stock may be consummated unless, prior to
such consummation, FinPro confirms to the Bank and the OTS that, to the best of
its knowledge, nothing of a material nature has occurred that, taking into
account all relevant factors, would cause FinPro to conclude that the
Independent Valuation is incompatible with its estimate of the pro forma market
value of the Common Stock of the Company at the conclusion of the Offering. If
such confirmation is not received, the Bank may extend the Offering, reopen or
begin a new offering, establish a new Estimated Valuation Range and begin a
resolicitation of all purchasers with the approval of the OTS or take such other
actions as permitted by the OTS in order to complete the Offering.
Subscription Offering and Subscription Rights
In accordance with the Plan of Reorganization, rights to subscribe for
the purchase of Common Stock in the Subscription Offering have been granted
under the Plan of Reorganization in the following order of descending priority.
All subscriptions received will be subject to the availability of Common Stock
after satisfaction of all subscriptions of all persons having prior rights in
the Subscription Offering and to the maximum, minimum, and overall purchase
limitations set forth in the Plan of Reorganization and as described below under
"--Limitations on Common Stock Purchases."
Priority 1: Eligible Account Holders. Each depositor with aggregate
deposit account balances of $50 or more (a "Qualifying Deposit") as of September
30, 1996 (the "Eligibility Record Date," and such account holders, "Eligible
Account Holders") will receive, nontransferable subscription rights to subscribe
in the Subscription Offering for Common Stock equal to up to the greater of
$100,000, or fifteen times the product (rounded down to the next whole number)
obtained by multiplying the aggregate number of shares of Common Stock issued in
the Offering by a fraction
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of which the numerator is the amount of the Eligible Account Holder's Qualifying
Deposit and the denominator is the total amount of Qualifying Deposits of all
Eligible Account Holders, in each case on the Eligibility Record Date, subject
to the overall purchase limitation and exclusive of shares purchased by the ESOP
from any increase in the shares offered pursuant to an increase in the maximum
of the Offering Range. See "--Limitations on Common Stock Purchases." If there
are not sufficient shares available to satisfy all subscriptions, shares first
will be allocated so as to permit each subscribing Eligible Account Holder to
purchase a number of shares sufficient to make his total allocation equal to the
lesser of 100 shares or the number of shares for which he subscribed.
Thereafter, unallocated shares (except for additional shares issued to the ESOP
upon an increase in the maximum of the Offering Range) will be allocated to each
subscribing Eligible Account Holder whose subscription remains unfilled in the
proportion that the amount of his aggregate Qualifying Deposit bears to the
total amount of Qualifying Deposits of all subscribing Eligible Account Holders
whose subscriptions remain unfilled. If an amount so allocated exceeds the
amount subscribed for by any one or more Eligible Account Holders, the excess
shall be reallocated among those Eligible Account Holders whose subscriptions
are not fully satisfied until all available shares have been allocated.
To ensure proper allocation of stock, each Eligible Account Holder must
list on his Order Form all deposit accounts in which he has an ownership
interest on the Eligibility Record Date. Failure to list an account could result
in fewer shares being allocated than if all accounts had been disclosed. Neither
the Company nor the Bank nor any of their agents shall be responsible for orders
on which all Qualifying Deposit accounts have not been fully and accurately
disclosed. The subscription rights of Eligible Account Holders who are also
directors or officers of the Bank or their associates will be subordinated to
the subscription rights of other Eligible Account Holders to the extent
attributable to increased deposits in the twelve months preceding the
Eligibility Record Date.
Priority 2: Employee Plans. To the extent that there are sufficient
shares remaining after satisfaction of subscriptions by Eligible Account
Holders, the ESOP will receive, nontransferable subscription rights to purchase
Common Stock in the Offering on behalf of ESOP participants subject to the
purchase limitations described herein. The ESOP intends to subscribe for up to
8% of the Common Stock issued in the Offering. The right of the Employee Plans
to subscribe for shares is subordinate to the right of the Eligible Account
Holders to subscribe for shares. However, in the event the Offering results in
the issuance of shares above the maximum of the Offering Range (1,594,475
shares), the Employee Plans have a priority right to fill their subscription.
Priority 3: Supplemental Eligible Account Holders. To the extent that
there are sufficient shares remaining after satisfaction of subscriptions by
Eligible Account Holders and the ESOP, each depositor with a Qualifying Deposit
as of March 31, 1998 (the "Supplemental Eligibility Record Date") who is not an
Eligible Account Holder ("Supplemental Eligible Account Holder") will receive,
nontransferable subscription rights to subscribe in the Subscription Offering
for Common Stock equal to the greater of $100,000, or fifteen times the product
(rounded down to the next whole number) obtained by multiplying the aggregate
number of shares of Common Stock issued in the Offering, by a fraction of which
the numerator is the amount of the Supplemental Eligible Account Holder's
Qualifying Deposit and the denominator is the total amount of Qualifying
Deposits of all Supplemental Eligible Account Holders, in each case on the
Supplemental Eligibility Record Date, subject to the overall purchase
limitation. See "--Limitations on Common Stock Purchases." If there are not
sufficient shares available to satisfy all subscriptions, shares first will be
allocated so as to permit each subscribing Supplemental Eligible Account Holder
to purchase a number of shares sufficient to make his total allocation equal to
the lesser of 100 shares or the number of shares for which he subscribed.
Thereafter, unallocated shares will be allocated to each subscribing
Supplemental Eligible Account Holder and whose subscription remains unfilled in
the proportion that the amount of his Qualifying Deposit bears to the total
amount of Qualifying Deposits of all subscribing Supplemental Eligible Account
Holders whose subscriptions remain unfilled.
To ensure proper allocation of stock, each Supplemental Eligible
Account Holder must list on his Order Form all deposit accounts in which he has
an ownership interest on the Supplemental Eligibility Record Date. Failure to
list an account could result in less shares being allocated than if all accounts
had been disclosed. Neither the Company nor the Bank nor any of their agents
shall be responsible for orders on which all Qualifying Deposit accounts have
not been fully and accurately disclosed.
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Priority 4: Other Members. To the extent that there are shares
remaining after satisfaction of subscriptions by Eligible Account Holders, the
Employee Plans, and Supplemental Eligible Account Holders, each depositor on the
Voting Record Date and each borrower of the Bank as of December 10, 1986 whose
loans are outstanding as of the Voting Record Date ("Other Members") who are not
Eligible Account Holders or Supplemental Eligible Account Holders will receive,
nontransferable subscription rights to subscribe in the Subscription Offering
for Common Stock equal to up to the greater of $100,000, or .10% of the total
offering of shares, subject to the overall purchase limitation. See
"--Limitations on Stock Purchases." If there are not sufficient shares available
to satisfy all subscriptions, available shares will be allocated in proportion
to the amounts of the subscriptions.
Expiration Date for the Subscription Offering. The Subscription
Offering will expire on June __, 1998, unless extended for up to 45 days or such
additional periods by the Bank with the approval of the OTS, if necessary (as so
extended, the "Expiration Date"). The Bank and the Company are not required to
give subscribers notice of any such extension. Subscription rights which have
not been exercised prior to the Expiration Date will become void.
Members in Nonqualified States or Foreign Countries. The Company 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 Reorganization reside. However, the Company is not required to offer
stock in the 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 Company 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 that the Company or its officers or
directors, under the securities laws of such state, register as a broker,
dealer, salesman or selling agent or to register or otherwise qualify the
subscription rights or Common Stock for sale or subject any filing with respect
thereto in such state. Where the number of persons eligible to subscribe for
shares in one state is small, the Company will base its decision as to whether
or not to offer the Common Stock in such state on a number of factors, including
the size of accounts being held by account holders in the state, the cost of
registering or qualifying the shares or the need to register the Company, its
officers, directors or employees as brokers, dealers or salesmen.
Community Offering
Any shares of Common Stock not subscribed for in the Subscription
Offering may be offered for sale in a Community Offering. If a Community
Offering is conducted, it will be for a period of not more than 45 days unless
extended by the Company and the Bank, and may commence anytime subsequent to the
commencement of the Subscription Offering. The Common Stock will be offered and
sold in the Community Offering, in accordance with OTS regulations, so as to
achieve the widest distribution of the Common Stock. No person, by himself or
herself, or with an associate or group of persons acting in concert, may
subscribe for or purchase more than $200,000 of Common Stock offered in the
Community Offering. Further, the Company may limit total subscriptions so as to
assure that the number of shares available for the public offering may be up to
a specified percentage of the number of shares of Common Stock. Finally, the
Company may reserve shares offered in the Community Offering for sales to
institutional investors.
In the event of an oversubscription for shares in the Community
Offering, shares may be allocated in the sole discretion of the Bank (to the
extent shares remain available) first to cover orders of natural persons
residing in the Bank's local community of the New Jersey counties of Union and
Middlesex (the "Community"), then to cover the orders of any other person
subscribing for shares in the Community Offering so that each such person may
receive 1,000 shares, and thereafter, on a pro rata basis to such persons based
on the amount of their respective subscriptions.
The terms "residence," "reside," "resided" or "residing" as used herein
with respect to any person shall mean any person who occupied a dwelling within
the Bank's Community, has an intent to remain within the Community for a period
of time, and manifests the genuineness of that intent by establishing an ongoing
physical presence within the Community together with an indication that such
presence within the Community is something other than merely transitory in
nature. To the extent the person is a corporation or other business entity, the
principal place of business or headquarters shall be in the Community. To the
extent a person is a personal benefit plan, the circumstances of
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the beneficiary shall apply with respect to this definition. In the case of all
other benefit plans, the circumstances of the trustee shall be examined for
purposes of this definition. The Bank may utilize deposit or loan records or
such other evidence provided to it to make a determination as to whether a
person is a resident. In all cases, however, such a determination shall be in
the sole discretion of the Bank.
The Bank and the Company, in their sole discretion, may reject
subscriptions, in whole or in part, received from any person.
Syndicated Community Offering
Any shares of Common Stock not sold in the Subscription Offering or in
the Community Offering, if any, may be offered for sale to the general public by
a selling group of broker-dealers, which may include Ryan Beck, to be managed by
Ryan Beck in a Syndicated Community Offering, subject to terms, conditions and
procedures as may be determined by the Bank and the Company in a manner that is
intended to achieve the widest distribution of the Common Stock subject to the
rights of the Company to accept or reject in whole or in part all orders in the
Syndicated Community Offering. It is expected that the Syndicated Community
Offering, if any, will commence as soon as practicable after termination of the
Subscription Offering and the Community Offering, if any. The Syndicated
Community Offering shall be completed within 45 days after the termination of
the Subscription Offering, unless such period is extended as provided herein.
The Company will pay a fee of up to 5.5% of the total dollar amount of the
Common Stock sold by selected dealers.
If for any reason a Syndicated Community Offering of unsubscribed
shares of Common Stock cannot be effected and any shares remain unsold after the
Subscription Offering and any Community Offering, the Boards of Directors of the
Bank and the Company will seek to make other arrangements to sell the remaining
shares. Such other arrangements will be subject to OTS approval and to
compliance with applicable state and federal securities laws.
Plan of Distribution and Selling Commissions
Offering materials for the Offering initially have been distributed to
certain persons by mail, with additional copies made available at the Bank's
offices and by Ryan Beck. All prospective purchasers are to send payment along
with a properly completed Order Form directly to the Bank, where such funds will
be held in a segregated special escrow account and not released until the
Offering is completed or terminated.
To assist in the marketing of the Common Stock, the Bank and the
Company have retained Ryan Beck, a broker-dealer registered with the National
Association of Securities Dealers, Inc. (the "NASD"). Ryan Beck will provide
advisory assistance and assist the Bank in the Offering as follows: (i) in
training and educating the Bank's employees regarding the mechanics and
regulatory requirements of the Reorganization; (ii) in conducting any
informational meetings for employees, customers and the general public; (iii) in
coordinating the selling efforts in the Bank's local communities; and (iv)
keeping records of all orders for Common Stock. For these services, Ryan Beck
will receive an advisory and marketing fee of $135,000. The Bank has made an
advance payment to Ryan Beck in the amount of $25,000. Offers and sales in the
Offering will be on a best efforts basis and, as a result, Ryan Beck is not
obligated to purchase Shares of the Common Stock in the Offering.
The Bank also will reimburse Ryan Beck for its reasonable out-of-pocket
expenses associated with its marketing effort, the estimated maximum of which
are $35,000 (including legal fees up to a maximum of $25,000). The Bank has made
an advance payment to Ryan Beck in the amount of $25,000. The Bank and the
Company will indemnify Ryan Beck against liabilities and expenses (including
legal fees) incurred in connection with certain claims or litigation arising out
of or based upon untrue statements or omissions contained in the offering
material for the Common Stock, including liabilities under the Securities Act of
1933.
Certain directors and executive officers of the Company and Bank may
participate in the solicitation of offers to purchase Common Stock. Such persons
will be reimbursed by the Bank for their reasonable out-of-pocket expenses,
including, but not limited to, de minimis telephone and postage expenses,
incurred in connection with such solicitation. Other regular, full-time
employees of the Bank may participate in the Offering but only in ministerial
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capacities, providing clerical work in effecting a sales transaction or
answering questions of a potential purchaser provided that the content of the
employee's responses is limited to information contained in the Prospectus or
other offering documents, and no offers or sales may be made by tellers or at
the teller counter. All sales activity will be conducted in a segregated or
separately identifiable area of the Bank's offices apart from the area
accessible to the general public for the purpose of making deposits or
withdrawals. Other questions of prospective purchasers will be directed to
executive officers or registered representatives. Such other employees have been
instructed not to solicit offers to purchase Common Stock or provide advice
regarding the purchase of Common Stock. The Company will rely on Rule 3a4-1
under the Securities Exchange Act of 1934 (the "Exchange Act"), and sales of
Common Stock will be conducted within the requirements of Rule 3a4-1, so as to
permit officers, directors and employees to participate in the sale of Common
Stock. No officer, director or employee of the Company or the Bank will be
compensated in connection with his participation by the payment of commissions
or other remuneration based either directly or indirectly on the transactions in
the Common Stock.
Procedure for Purchasing Shares
Expiration Date. The Offering will terminate at 10:00 a.m., New Jersey
time, on June __, 1998, unless extended by the Company, with prior approval of
the OTS, if required, for up to an additional 45 days. Such extension may be
granted by the Company, in its sole discretion, without further approval or
additional notice to purchasers in the Offering. Any extension of the Offering
beyond the Expiration Date would be subject to OTS approval and potential
purchasers would be given the right to increase, decrease, or rescind their
orders for Common Stock. If the minimum number of shares offered in the Offering
(1,178,525 shares) is not sold by the Expiration Date the Company may terminate
the Offering and promptly refund all orders for Common Stock. If the number of
shares is reduced below the minimum of the Offering Range, purchasers will be
given an opportunity to increase, decrease, or rescind their orders.
To ensure that each purchaser receives a Prospectus at least 48 hours
before the Expiration Date in accordance with Rule 15c2-8 of 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 an Order Form
will confirm receipt or delivery in accordance with Rule 15c2-8. Order Forms
will be distributed only with a Prospectus.
The Company reserves the right in its sole discretion to terminate the
Offering at any time and for any reason, in which case the Company will promptly
return all purchase orders, plus interest at its current passbook rate from the
date of receipt and cancel all authorized withdrawals from savings accounts.
Use of Order Forms. In order to purchase the Common Stock, each
purchaser must complete an Order Form, except for certain persons purchasing in
the Syndicated Community Offering as more fully described above. Incomplete
Order Forms will not be accepted. Any person receiving an Order Form who desires
to purchase Common Stock must do so by delivering (by mail or in person) to the
Company a properly executed and completed Order Form, together with full payment
for the shares purchased, which must be received by the Company prior to 10:00
a.m., New Jersey time on June __, 1998. Once tendered, an Order Form cannot be
modified or revoked without the consent of the Company. The Company reserves the
absolute right, in its sole discretion, to reject orders received in the
Community Offering, in whole or in part, at the time of receipt or at any time
prior to completion of the Offering. Each person ordering shares is required to
represent that he is purchasing such shares for his own account and that he has
no agreement or understanding with any person for the sale or transfer of such
shares. The interpretation by the Company of the terms and conditions of the
Plan of Reorganization and of the acceptability of the Order Forms will be
final.
Payment for Shares. Payment for all shares will be required to
accompany all completed Order Forms for the purchase to be valid. Payment for
shares may be made by (i) cash, (ii) check or money order made payable to the
Company, or (iii) authorization of withdrawal from savings accounts (including
certificates of deposit) maintained with the Bank. Appropriate means by which
such withdrawals may be authorized are provided in the Order Forms. Once such a
withdrawal amount has been authorized, a hold will be placed on such funds,
making them unavailable to the depositor until the Offering has been completed
or terminated. In the case of payments authorized to be made
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through withdrawal from deposit accounts, all funds authorized for withdrawal
will continue to earn interest at the contract rate until the Offering is
completed or terminated. Interest penalties for early withdrawal applicable to
certificate accounts will not apply to withdrawals authorized for the purchase
of shares; however, if a withdrawal results in a certificate account with a
balance less than the applicable minimum balance requirement, the certificate
shall be canceled at the time of withdrawal without penalty, and the remaining
balance will earn interest at the passbook rate subsequent to the withdrawal. In
the case of payments made by cash, check or money order, such funds will be
placed in a segregated savings account and interest will be paid by the Bank at
the current passbook rate per annum, from the date payment is received until the
Offering is completed or terminated. An executed Order Form, once received by
the Bank, may not be modified, amended or rescinded without the consent of the
Bank, unless the Offering is not completed by the Expiration Date, in which
event purchasers may be given the opportunity to increase, decrease, or rescind
their orders for a specified period of time.
A depositor interested in using his or her IRA funds to purchase Common
Stock must do so through a self-directed IRA. Since the Bank does not offer such
accounts, it will allow 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 Offering. 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 Bank now holds the depositor's IRS funds. An annual administrative
fee may be payable to the new trustee. Depositors interested in using funds in a
Bank IRA to purchase Common Stock should contact the Stock Center at the 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 Service regulations require
that executive officers, directors and 10% stockholders who use self-directed
IRA funds to purchase shares of Common Stock in the Offering, make such purchase
for the exclusive benefit of the IRA participant.
The ESOP will not be required to pay for shares purchased until
consummation of the Offering, provided that there is in force from the time the
order is received a loan commitment from an unrelated financial institution or
the Company to lend to the ESOP the necessary amount to fund the purchase.
Delivery of Stock Certificates. Certificates representing Common Stock
issued in the Offering and Bank checks representing interest paid on
subscriptions made by cash, check, or money order will be mailed by the Bank to
the persons entitled thereto at the address noted on the Order Form, as soon as
practicable following consummation of the Offering and receipt of all necessary
regulatory approvals. Any certificates returned as undeliverable will be held by
the Bank until claimed by persons legally entitled thereto or otherwise disposed
of in accordance with applicable law. Until certificates for the Common Stock
are available and delivered to purchasers, purchasers may not be able to sell
the shares of stock which they ordered. Regulations prohibit the Bank from
lending funds or extending credit to any persons to purchase Common Stock in the
Offering.
Other Restrictions. Notwithstanding any other provision of the Plan of
Reorganization, no person is entitled to purchase any Common Stock to the extent
such purchase would be illegal under any federal or state law or regulation
(including state "blue-sky" registrations), or would violate regulations or
policies of the NASD, particularly those regarding free riding and withholding.
The Bank and/or its agents may ask for an acceptable legal opinion from any
purchaser as to the legality of such purchase and may refuse to honor any such
purchase order if such opinion is not timely furnished.
Restrictions on Transfer of Subscription Rights and Shares
Prior to the completion of the Reorganization, the OTS conversion
regulations prohibit any person with subscription rights from transferring or
entering into any agreement or understanding to transfer the legal or beneficial
ownership of the subscription rights issued under the Plan of Reorganization or
the shares of Common Stock to be issued upon their exercise. Such rights may be
exercised only by the person to whom they are granted and only for his account.
Each person exercising such subscription rights will be required to certify
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that he is purchasing shares solely for his own account and that he has no
agreement or understanding regarding the sale or transfer of such shares. The
regulations also prohibit any person from offering or making an announcement of
an offer or intent to make an offer to purchase such subscription rights or
shares of Common Stock prior to the completion of the Reorganization.
The Bank and the Company will pursue any and all legal and equitable
remedies in the event they become aware of the transfer of subscription rights
and will not honor orders known by them to involve the transfer of such rights.
Limitations on Common Stock Purchases
The following additional limitations have been imposed upon purchases
of shares of Common Stock. Defined terms used in this section and not otherwise
defined in this Prospectus shall have the meaning set forth in the Plan of
Reorganization. In all cases, the Bank shall have the right, in its sole
discretion, to determine whether prospective purchasers are "Associates," or
"Acting in Concert" as defined by the Plan and in interpreting any and all other
provisions of the Plan. All such determinations are in the sole discretion of
the Bank, and may be based on whatever evidence the Bank chooses to use in
making any such determination.
(1) The aggregate amount of outstanding Common Stock of the Company
owned or controlled by persons other than Mutual Holding Company at the close of
the Offering shall not exceed 49.9% of the Company's total outstanding Common
Stock.
(2) Except for the ESOP, no Eligible Account Holder, Supplemental
Eligible Account Holder or Other Member may in their capacities as such purchase
in the Subscription Offering more than $100,000 of Common Stock, and no person
or group of persons Acting in Concert may purchase more than $200,000 of Common
Stock issued in the Offering to Persons other than the Mutual Holding Company,
except that: (i) the Company may, in its sole discretion and without further
notice to or solicitation of subscribers or other prospective purchasers,
increase such maximum purchase limitation to up to 5% of the number of shares
issued in the Offering or decrease such maximum aggregate purchase limitation to
1% of the number of shares issued in the Offering; (ii) Tax-Qualified Employee
Plans may purchase up to 10% of the shares issued in the Offering; and (iii) for
purposes of this paragraph shares to be held by any Tax-Qualified Employee Plan
and attributable to a person shall not be aggregated with other shares purchased
directly by or otherwise attributable to such person.
(3) The aggregate amount of Common Stock acquired in the Offering by
all Management Persons and their Associates, exclusive of any stock acquired by
such persons in the secondary market, shall not exceed 31% of the outstanding
shares of Common Stock of the Company held by persons other than the Mutual
Holding Company at the close of the Offering. In calculating the number of
shares held by Management Persons and their Associates under this paragraph or
under the provisions of paragraph 4 below, shares held by any Tax-Qualified
Employee Benefit Plan or any Non-Tax-Qualified Employee Benefit Plan of the Bank
that are attributable to such persons shall not be counted.
(4) The aggregate amount of Common Stock acquired in the Offering by
all Management Persons and their Associates, exclusive of any common stock
acquired by such persons in the secondary market, shall not exceed 31% of the
stockholders' equity of the Bank. In calculating the number of shares held by
Management Persons and their Associates under this paragraph or under the
provisions of paragraph 3 of this section, shares held by any Tax-Qualified
Employee Benefit Plan or any Non-Tax-Qualified Employee Benefit Plan of the Bank
that are attributable to such persons shall not be counted.
(5) The Boards of Directors of the Bank and the Company may, in their
sole discretion, increase the maximum purchase limitation to up to 9.9%,
provided that orders for Common Stock in excess of 5% of the number of shares of
Common Stock issued in the Offering shall not in the aggregate exceed 10% of the
total shares of common stock issued in the Offering (except that this limitation
shall not apply to purchases by Tax-Qualified Employee Plans). If such 5%
limitation is increased, subscribers for the maximum amount will be, and certain
other large subscribers in the sole discretion of the Company and the Bank may
be, given the opportunity to increase their
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subscriptions up to the then applicable limit. Requests to purchase additional
shares of Common Stock under this provision will be determined by the Board of
Directors of the Company, in its sole discretion.
(6) In the event of an increase in the total number of shares offered
in the Subscription Offering due to an increase in the maximum of the Estimated
Valuation Range of up to 15% (the "Adjusted Maximum"), the additional shares
will be issued in the following order of priority: (i) to fill the Employee
Plans' subscription; and (ii) to fill unfulfilled subscriptions of such
subscribers according to their respective priorities set forth in the Plan of
Reorganization.
(7) Notwithstanding any other provision of the Plan of Reorganization,
no person shall be entitled to purchase any Common Stock to the extent such
purchase would be illegal under any federal law or state law or regulation or
would violate regulations or policies of the NASD, particularly those regarding
free riding and withholding. The Company and/or its agents may ask for an
acceptable legal opinion from any purchaser as to the legality of such purchase
and may refuse to honor any purchase order if such opinion is not timely
furnished.
(8) The Board of Directors of the Company has the right in its sole
discretion to reject any order submitted by a person whose representations the
Board of Directors believes to be false or who it otherwise believes, either
alone or acting in concert with others, is violating, circumventing, or intends
to violate, evade or circumvent the terms and conditions of the Plan of
Reorganization.
The Company, in its sole discretion, may make reasonable efforts to
comply with the securities laws of any state in the United States in which its
depositors reside, and will only offer and sell the common stock in states in
which the offers and sales comply with such states' securities laws. However, no
person will be offered or allowed to purchase any common stock under the Plan if
they reside in a foreign country or in a state of the United States with respect
to which any of the following apply: (i) a small number of persons otherwise
eligible to purchase shares under the Plan reside in such state or foreign
county; (ii) the offer or sale of shares of common stock to such persons would
require the Bank or its employees to register, under the securities laws of such
state or foreign country, as a broker or dealer or to register or otherwise
qualify its securities for sale in such state or foreign country; or (iii) such
registration or qualification would be impracticable for reasons of cost or
otherwise.
OTS regulations define "acting in concert" as (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 Bank will presume that
certain persons are acting in concert based upon various facts, including the
fact that persons have joint account relationships or the fact that such persons
have filed joint Schedules 13D with the SEC with respect to other companies.
Directors are not treated as Associates of one another solely because
of their board membership. Compliance with the foregoing limitations does not
necessarily constitute compliance with other regulatory restrictions on
acquisitions of the Common Stock. For a further discussion of limitations on
purchases of the common stock during and subsequent to Reorganization, see
"--Certain Restrictions on Purchases or Transfer of Shares After
Reorganization."
Tax Effects of the Reorganization
The Bank intends to proceed with the Reorganization on the basis of an
opinion from its special counsel, Luse Lehman Gorman Pomerenk & Schick, P.C.,
Washington, D.C., as to certain tax matters that are material to the
Reorganization. The opinion is based, among other things, on certain
representations made by the Bank, including the representation that the exercise
price of the subscription rights to purchase the Common Stock will be
approximately equal to the fair market value of the stock at the time of the
completion of the Reorganization. With
85
<PAGE>
respect to the subscription rights, the Bank has received an opinion of FinPro
which, based on certain assumptions, concludes that the subscription rights to
be received by Eligible Account Holders, Supplemental Eligible Account Holders
and Other Members do not have any economic value at the time of distribution or
the time the subscription rights are exercised, whether or not a Community
Offering takes place, and Luse Lehman Gorman Pomerenk & Schick, P.C.'s opinion
is given in reliance thereon. If the subscription rights granted to Eligible
Account Holders and Supplemental Eligible Account Holders are deemed to have an
ascertainable value, receipt of such rights could result in taxable gain to
those Eligible Account Holders and Supplemental Eligible Account Holders who
exercise the subscription rights in an amount equal to such value and the Bank
could recognize gain on such distribution. Eligible Account Holders and
Supplemental Eligible Account Holders are encouraged to consult with their own
tax advisor as to the tax consequences in the event that such subscription
rights are deemed to have an ascertainable value. The material aspects of Luse
Lehman Gorman Pomerenk & Schick, P.C.'s federal tax opinion are as follows:
1. The change in the Bank's form from a mutual savings bank to a stock
savings bank (the "Stock Bank") will qualify as a reorganization under
Section 368(a)(1)(F) of the Code, as amended ("Code"), and no gain or
loss will be recognized to the Bank in either its mutual form or stock
form by reason of the Reorganization.
2. No gain or loss will be recognized by the Bank or the Stock Bank upon
the transfer of the Bank's assets to the Stock Bank solely in exchange
for shares of Stock Bank stock and the assumption by the Stock Bank of
the liabilities of the Bank.
3. The Stock Bank's holding period in the assets received from the Bank
will include the period during which such assets were held by the
Bank.
4. The Stock Bank's basis in the assets of the Bank will be the same as
the basis of such assets in the Bank immediately prior to the
Reorganization.
5. The Stock Bank will succeed to and take into account the Bank's
earnings and profits or deficit in earnings and profits, as of the
date of the Reorganization.
6. The Stock Bank's depositors will recognize no gain or loss solely by
reason of the Reorganization.
7. The Mutual Holding Company and the Minority Stockholders will
recognize no gain or loss upon the transfer of Stock Bank stock and
cash, respectively, to the Company in exchange for Common Stock of the
Company.
8. The Company will recognize no gain or loss upon its receipt of
property from the Mutual Holding Company and Minority Stockholders in
exchange for Common Stock of the Company.
9. The basis of the Company Common Stock to the Minority Stockholders
will be the actual purchase price thereof, and the holding period for
Common Stock acquired through the exercise of subscription rights will
begin on the date the rights are exercised.
The opinions of Luse Lehman Gorman Pomerenk & Schick, P.C., unlike a
letter ruling issued by the Internal Revenue Service (the "Service"), are not
binding on the Service and the conclusions expressed herein may be challenged at
a future date. The Service has issued favorable rulings for transactions
substantially similar to the proposed Reorganization, but any such ruling may
not be cited as precedent by any taxpayer other than the taxpayer to whom the
ruling is addressed. The Bank does not plan to apply for a letter ruling
concerning the transactions described herein.
86
<PAGE>
The Bank has also received an opinion from Radics & Co., LLC that
implementation of the Plan will not result in any New Jersey income tax
liability to the Bank, its depositors, borrowers, the Company or the Mutual
Holding Company.
Certain Restrictions on Purchase or Transfer of Shares After Reorganization
All Common Stock purchased in the Offering by a director or an
executive officer of the Bank will be subject to a restriction that the shares
not be sold for a period of one year following the Reorganization, except in the
event of the death of such director or executive officer. Each certificate for
restricted shares will bear a legend giving notice of this restriction on
transfer, and instructions will be issued to the effect that any transfer within
such time period of any certificate or record ownership of such shares other
than as provided above is a violation of the restriction. Any shares of Common
Stock issued at a later date as a stock dividend, stock split, or otherwise,
with respect to such restricted stock will be subject to the same restrictions.
The directors and executive officers of the Bank and the Company and certain
other persons in receipt of material non-public information will also be subject
to the insider trading rules promulgated pursuant to the Exchange Act.
Purchases of outstanding shares of Common Stock of the Company by
directors, executive officers (or any person who was an executive officer or
director of the Bank after adoption of the Plan of Reorganization) and their
associates during the three-year period following the Reorganization may be made
only through a broker or dealer registered with the SEC, except with the prior
written approval of the OTS. This restriction does not apply, however, to
negotiated transactions involving more than 1% of the Company's outstanding
Common Stock or to the purchase of stock pursuant to a stock option plan or any
tax qualified employee stock benefit plan of or non-tax qualified employee stock
benefit plan of the Bank or Company (including any employee plan, recognition
plan or restricted stock plan).
OTS regulations and policy currently prohibit the Company from
repurchasing any of its shares within three years following the Offering unless
the repurchase is (i) part of a general repurchase made on a pro rata basis
pursuant to an offer approved by the OTS and made to all stockholders (except
the Mutual Holding Company may be excluded from the repurchase with OTS
approval), (ii) limited to the repurchase of qualifying shares of a director, or
(iii) in open market transactions by a tax-qualified or nontax qualified
employee benefit plan in an amount reasonable and appropriate to fund such plan.
RESTRICTIONS ON THE ACQUISITION OF THE COMPANY AND THE BANK
General
The following discussion is a general summary of certain regulatory
restrictions on the acquisition of the Common Stock. In addition, the following
discussion generally summarizes certain provisions of the charter and bylaws of
the Company and the Bank and certain regulatory provisions that may be deemed to
have an "anti-takeover" effect.
The Mutual Holding Company Structure
Under OTS regulations, the Plan of Reorganization, and the charter of
the Company, at least a majority of the Company's voting shares must be owned by
the Mutual Holding Company. The Mutual Holding Company will be controlled by its
Board of Directors, which will initially consist of the same persons who are
members of the Board of Directors of the Bank and the Company. The Mutual
Holding Company will be able to elect all members of the Board of Directors of
the Company, and as a general matter, will be able to control the outcome of all
matters presented to the stockholders of the Company for resolution by vote,
except for matters that require a vote greater than a majority. The Mutual
Holding Company, acting through its Board of Directors, will be able to control
the business, and operations of the Company and the Bank, and will be able to
prevent any challenge to the ownership or control of the Company by Minority
Stockholders. Accordingly, a change in control of the Company and the Bank
cannot occur unless the Mutual Holding Company first converts to the stock form
of organization. Although OTS
87
<PAGE>
regulations and policy and the Plan of Reorganization permit the Mutual Holding
Company to convert from the mutual to the capital stock form of organization,
the Board of Directors has no current plan to do so.
Provisions of the Company's Charter and Bylaws
In addition to the anti-takeover aspects of the mutual holding company
structure, the following discussion is a general summary of certain provisions
of the Company's charter and bylaws and certain other regulatory provisions
which will restrict the ability of stockholders to influence management
policies, and which may be deemed to have an "anti-takeover" effect. The
following description of certain of these provisions is necessarily general and,
with respect to provisions contained in the Company's and the Bank's proposed
charter and bylaws and the Bank's proposed stock charter and bylaws, reference
should be made in each case to the document in question, each of which is part
of the Bank's application to the OTS and the Company's Registration Statement
filed with the SEC. See "Additional Information."
Classified Board of Directors and Related Provisions. The Company's
Charter provides that the Board of Directors is to be divided into three classes
which shall be as nearly equal in number as possible. The directors in each
class hold office for terms of three years and until their successors are
elected and qualified. One class is elected annually. Management of the Company
believes that the staggered election of directors tends to promote continuity
and stability of management but makes it more difficult for stockholders to
change a majority of the directors because it generally takes at least two
annual elections of directors for this to occur.
Absence of Cumulative Voting. The Company's Charter provides that there
shall be no cumulative voting rights in the election of directors.
Authorization of Preferred Stock. The Company's Charter authorizes
shares of serial preferred stock, without par value. The Company is authorized
to issue preferred stock from time to time in one or more series subject to
applicable provisions of law; and the Board of Directors is authorized to fix
the designations, and relative preferences, limitations, voting rights, if any,
including without limitation, conversion rights of such shares (which could be
multiple or as a separate class). In the event of a proposed merger, tender
offer or other attempt to gain control of the Company that the Board of
Directors does not approve, it might be possible for the Board of Directors to
authorize the issuance of a series of preferred stock with rights and
preferences that would impede the completion of such a transaction. An effect of
the possible issuance of preferred stock, therefore, may be to deter a future
takeover attempt. The Board of Directors has no present plans or understandings
for the issuance of any preferred stock but it may issue any preferred stock on
terms which the Board considers to be in the best interests of the Company and
its stockholders.
Restrictions on Acquisitions of Securities. The Company's Charter
provides that for a period of five years from the effective date of the charter,
no person other than the Mutual Holding Company, may directly or indirectly
offer to acquire or acquire the beneficial ownership of more than 10% of any
class of equity security of the Company. In addition, for a period of five years
following the effective date of the Charter each share beneficially owned in
violation of the foregoing percentage limitation shall not be counted as shares
entitled to vote, shall not be voted by any person or counted as voting shares
in connection with any matter submitted to stockholders for a vote, and shall
not be counted as outstanding for purposes of determining a quorum or the
affirmative vote necessary to approve any matter submitted to the stockholders
for a vote.
Special Meeting of Stockholders. The Company's Charter provides that
for five years after the effective date of the Charter, special meetings of
stockholders relating to changes in control of the Company or amendments to the
Charter may be called only by the Board of Directors.
Change in Bank Control Act and Savings and Loan Holding Company Provisions of
the HOLA
The Change in Bank Control Act provides that no person, acting directly
or indirectly or through or in concert with one or more other persons, may
acquire control of a savings and loan holding company unless the OTS
88
<PAGE>
has been given 60 days' prior written notice. The Home Owners' Loan Act provides
that no company may acquire "control" of a savings and loan holding company
without the prior approval of the OTS. Any company that acquires such control
becomes a "savings and loan holding company" subject to registration,
examination, and regulation by the OTS. Pursuant to federal regulations, control
of a savings and loan holding company is conclusively deemed to have been
acquired by, among other things, the acquisition of more than 25% of any class
of voting stock of the institution or the ability to control the election of a
majority of the directors of the institution. Moreover, control is presumed to
have been acquired, subject to rebuttal, upon the acquisition of more than 10%
of any class of voting stock, or of more than 25% of any class of stock, of a
savings and loan holding company, where certain enumerated "control factors" are
also present in the acquisition. The OTS may prohibit an acquisition of control
if (i) it would result in a monopoly or substantially lessen competition, (ii)
the financial condition of the acquiring person might jeopardize the financial
stability of the institution, or (iii) the competence, experience, or integrity
of the acquiring person indicates that it would not be in the interest of the
depositors or of the public to permit the acquisition of control by such person.
The foregoing restrictions do not apply to the acquisition of the Company's
capital stock by one or more tax-qualified employee stock benefit plans,
provided that the plan or plans do not have beneficial ownership in the
aggregate of more than 25% of any class of equity security of the Company.
DESCRIPTION OF CAPITAL STOCK OF THE COMPANY
Company Capital Stock
The 30,000,000 shares of capital stock authorized by the Company's
Charter are divided into two classes, consisting of 20,000,000 shares of common
stock ($1.00 par value) and 10,000,000 shares of serial preferred stock. The
aggregate stated value of the issued shares will constitute the capital account
of the Company on a consolidated basis. The balance of the Subscription Price of
Common Stock, less expenses of the Reorganization and Offering, will be
reflected as paid-in capital on a consolidated basis. See "Capitalization." Upon
payment of the Subscription Price for the Common Stock, in accordance with the
Plan, all such stock will be duly authorized, fully paid, validly issued and
nonassessable.
Common Stock. Each share of the Common Stock will have the same
relative rights and will be identical in all respects with each other share of
the Common Stock. The Common Stock of the Company will represent
non-withdrawable capital, will not be of an insurable type and will not be
insured by the FDIC. The holders of the Common Stock will possess exclusive
voting power in the Company. Each stockholder will be entitled to one vote for
each share held on all matters voted upon by stockholders, subject to the
limitation discussed under "Restrictions on Acquisition of the
Company--Provisions of the Company's Charter and Bylaws." If the Company issues
preferred stock subsequent to the Reorganization, holders of the preferred stock
may also possess voting powers.
No Preemptive Rights. Holders of the Common Stock will not be entitled
to preemptive rights with respect to any shares which may be issued. The Common
Stock will not be subject to call for redemption, and, upon receipt by the
Company of the full purchase price therefor, each share of the Common Stock will
be fully paid and nonassessable.
Preferred Stock. After the Reorganization, the Board of Directors of
the Company will be authorized to issue 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. Preferred stock may rank
prior to the Common Stock as to dividend rights, liquidation preferences, or
both, and may have full or limited voting rights. The holders of preferred stock
will be entitled to vote as a separate class or series under certain
circumstances, regardless of any other voting rights which such holders may
have.
Except as discussed herein, the Company has no present plans for the
issuance of the additional authorized shares of Common Stock or for the issuance
of any shares of preferred stock. In the future, the authorized but unissued and
unreserved shares of Common Stock will be available for general corporate
purposes including but not limited to possible issuance as stock dividends or
stock splits, in future mergers or acquisitions, under a cash dividend
reinvestment and stock purchase plan, in a future underwritten or other public
offering or under an employee stock
89
<PAGE>
ownership plan, stock option or restricted stock plan. The authorized but
unissued shares of preferred stock will similarly be available for issuance in
future mergers or acquisitions, in a future underwritten public offering or
private placement or for other general corporate purposes. Except as described
above or as otherwise required to approve the transaction in which the
additional authorized shares of Common Stock or authorized shares of preferred
stock would be issued, no stockholder approval will be required for the issuance
of these shares. Accordingly, the Board of Directors of the Company, without
stockholder approval, can issue preferred stock with voting and conversion
rights which could adversely affect the voting power of the holders of Common
Stock.
Dividends. Upon consummation of the formation of the Company, the
Company's only asset will be the Bank's common stock and $100,000. Although it
is anticipated that the Company will retain up to 50% of the net proceeds of the
Offering, dividends from the Bank will be an important source of income for the
Company. Should the Bank elect to retain its income, the ability of the Company
to pay dividends to its own shareholders may be adversely affected. Furthermore,
if at any time in the future the Company owns less than 100% of the outstanding
stock of the Bank, certain tax benefits under the Code as to inter-company
distributions will not be fully available to the Company and it will be required
to pay federal income tax on a portion of the dividends received from the Bank,
thereby reducing the amount of income available for distribution to the
shareholders of the Company.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is Chase Mellon
Shareholder Services.
EXPERTS
The consolidated financial statements of the Bank as of December 31,
1997 and 1996 have been included herein in reliance upon the report of Radics &
Co., LLC, independent certified public accountants, appearing elsewhere herein,
and upon the authority of said firm as experts in accounting and auditing.
FinPro has consented to the publication herein of the summary of its
report to the Bank and Company setting forth its opinion as to the estimated pro
forma market value of the Common Stock upon Reorganization and its opinion with
respect to subscription rights.
LEGAL OPINIONS
The legality of the Common Stock and the federal income tax
consequences of the Reorganization will be passed upon for the Bank and Company
by Luse Lehman Gorman Pomerenk & Schick, P.C., Washington, D.C., special counsel
to the Bank and Company. The New Jersey income tax consequences of the
Reorganization will be passed upon for the Bank and the Company by Radics & Co.,
LLC. Certain legal matters will be passed upon for Ryan Beck by McCarter &
English, LLP, Newark, New Jersey.
ADDITIONAL INFORMATION
The Company has filed with the SEC a registration statement under the
Securities Act with respect to the Common Stock offered hereby. As permitted by
the rules and regulations of the SEC, this Prospectus does not contain all the
information set forth in the registration statement. Such information, including
the Reorganization Valuation Appraisal Report which is an exhibit to the
Registration Statement, can be examined without charge at the public reference
facilities of the SEC located at 450 Fifth Street, N.W., Washington, D.C. 20549,
and copies of such material can be obtained from the SEC at prescribed rates.
The SEC maintains a web site (http://www.sec.gov) that contains reports, proxy
and information statements and other information regarding registrants,
including the Company, that file electronically. The statements contained in
this Prospectus as to the contents of any contract or other document filed as an
exhibit to the registration statement are, of necessity, brief descriptions
thereof and are not necessarily complete.
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<PAGE>
In connection with the Reorganization, the Bank has filed with the OTS
a notice of its intent to reorganize into a mutual holding company and to
conduct a minority stock issuance, and the Company filed with the OTS an
application to become a savings and loan holding company. Pursuant to the rules
and regulations of the OTS, this Prospectus omits certain information contained
in that application. The application may be examined at the principal office of
the OTS, 1700 G Street, N.W., Washington, D.C. 20552 and at the Office of the
District Director of the OTS located at 10 Exchange Place, 18th Floor, Jersey
City, New Jersey 07302.
In connection with the Reorganization, the Company will register its
Common Stock with the SEC under Section 12(g) of the Exchange Act, and, upon
such registration, the Company and the holders of its stock will become subject
to the proxy solicitation rules, reporting requirements and restrictions on
stock purchases and sales by directors, officers and greater than 10%
stockholders, the annual and periodic reporting and certain other requirements
of the Exchange Act. Under the Plan of Reorganization, the Company has
undertaken that it will not terminate such registration for a period of at least
three years following the Reorganization.
A copy of the Federal Stock Charter and Bylaws of the Company and the
Bank are available without charge from the Bank.
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<PAGE>
AXIA FEDERAL SAVINGS BANK
AND SUBSIDIARY
Consolidated Financial Statements
CONTENTS
Page
INDEPENDENT AUDITORS' REPORT............................................ F-2
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(As of December 31, 1997 and 1996)................................. F-3
CONSOLIDATED STATEMENTS OF INCOME
(For the years ended December 31, 1997 and 1996)................... 25
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
(For the years ended December 31, 1997 and 1996)................... F-4
CONSOLIDATED STATEMENTS OF CASH FLOWS
(For the years ended December 31, 1997 and 1996)................... F-5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(For the years ended December 31, 1997 and 1996)................... F-7
All schedules are omitted as the required information is not applicable or the
information is presented in the consolidated financial statements.
Financial statements of Liberty Bancorp, Inc. (the "Company") are not presented
herein because the Company has not yet issued any stock, has no assets and no
liabilities, and has not conducted any business other than of an organizational
nature.
F-1
<PAGE>
[RADICS & CO. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
----------------------------
To The Board of Directors
Axia Federal Savings Bank
We have audited the accompanying consolidated statements of financial condition
of Axia Federal Savings Bank (the "Savings Bank") and Subsidiary as of December
31, 1997 and 1996 and the related consolidated statements of income, retained
earnings and cash flows for the years then ended. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to in the second
preceding paragraph present fairly, in all material respects, the consolidated
financial position of Axia Federal Savings Bank and Subsidiary as of December
31, 1997 and 1996, and the results of their operations and their cash flows for
the years then ended, in conformity with generally accepted accounting
principles.
/s/ Radics & Co., LLC
January 23, 1998
Pine Brook, New Jersey
F-2
<PAGE>
AXIA FEDERAL SAVINGS BANK
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
----------------------------------------------
<TABLE>
<CAPTION>
December 31,
---------------------------
Note(s) 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Assets
- ------
Cash and amounts due from depository institutions $ 1,192,270 $ 1,303,678
Interest-bearing deposits in other banks 4,738,621 4,471,105
------------ ------------
Total cash and cash equivalents 1 and 11 5,930,891 5,774,783
Securities available for sale 1,2 and 11 53,917,520 59,589,169
Loans receivable 1,3 and 11 152,199,868 130,689,693
Premises and equipment 1,4 and 10 2,113,904 2,308,323
Foreclosed real estate 1 121,064 --
Federal Home Loan Bank of New York stock 1,804,100 1,615,400
Interest receivable 1,5 and 11 1,219,978 1,223,487
Other assets 9 and 13 129,395 372,903
------------ ------------
Total assets $217,436,720 $201,573,758
============ ============
Liabilities and retained earnings
- ---------------------------------
Liabilities
- -----------
Deposits 6 and 11 $198,362,828 $184,709,001
Advance payments by borrowers for taxes and insurance 1,659,615 1,484,384
Other liabilities 1,8 and 9 873,434 568,610
------------ ------------
Total liabilities 200,895,877 186,761,995
------------ ------------
Commitments and contingencies 10 -- --
Retained earnings 7,9 and 13
- -----------------
Retained earnings - substantially restricted 16,122,933 14,569,728
Unrealized gain on securities available for sale,
net of income taxes 1 417,910 242,035
------------ ------------
Total retained earnings 16,540,843 14,811,763
------------ ------------
Total liabilities and retained earnings $217,436,720 $201,573,758
============ ============
</TABLE>
See notes to consolidated financial statements.
F-3
<PAGE>
AXIA FEDERAL SAVINGS BANK
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
--------------------------------------------
<TABLE>
<CAPTION>
Unrealized
Retained Gain on
Earnings - Securities
Substantially Available
Restricted For Sale, net Total
------------- ------------- ------------
<S> <C> <C> <C>
Balance, December 31, 1995 $ 13,960,806 $ 408,239 $ 14,369,045
Net income for the year ended December 31, 1996 608,922 -- 608,922
Change in unrealized gain on securities
available for sale, net -- (166,204) (166,204)
------------- ------------- ------------
Balance, December 31, 1996 14,569,728 242,035 14,811,763
Net income for the year ended December 31, 1997 1,553,205 -- 1,553,205
Change in unrealized gain on securities
available for sale, net -- 175,875 175,875
------------- ------------- ------------
Balance, December 31, 1997 $ 16,122,933 $ 417,910 $ 16,540,843
============= ============= ============
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,553,205 $ 608,922
Adjustments to reconcile net income to net cash
provided by operating activities:
Deferred income taxes (24,501) (21,793)
Depreciation and amortization of premises and equipment 218,465 216,424
Amortization of premiums, net of accretion of discounts
and deferred loan fees 60,411 100,565
Loss on sale of real estate owned 520 --
Provision for loan losses 200,000 43,056
Gain on sale of securities available for sale (128,716) --
Gain on sale of premises and equipment -- (23,372)
Gain on sale of loans (4,395) --
Decrease in accrued interest receivable 3,509 68,844
Decrease (increase) in other assets 243,508 (172,067)
(Decrease) in accrued interest payable (1,154) (946)
Increase (decrease) in other liabilities 230,278 (200,324)
------------ ------------
Net cash provided by operating activities 2,351,130 619,309
------------ ------------
Cash flows from investing activities:
Purchases of securities available for sale (41,279,181) (6,280,414)
Principal repayments on securities available for sale 13,375,397 14,051,794
Calls of securities available for sale 2,000,000 1,000,000
Proceeds from sale of securities available for sale 31,842,498 --
Net increase in loans receivable (22,422,328) (26,144,078)
Proceeds from sale of loans receivable 651,014 --
Net additions to premises and equipment (24,046) (254,510)
Proceeds from sale of office building -- 84,000
Capitalized expense on foreclosed real estate (675) --
Proceeds from sale and recovery from insurance on foreclosed
real estate 20,787 134,068
Purchase of Federal Home Loan Bank of New York stock (188,700) (78,400)
------------ ------------
Net cash (used in) investment activities (16,025,234) (17,487,540)
------------ ------------
Cash flows from financing activities:
Increase in deposits 13,654,981 14,867,718
Increase in advance payments by borrowers for taxes
and insurance 175,231 295,709
------------ ------------
Net cash provided by financing activities 13,830,212 15,163,427
------------ ------------
Net increase (decrease) in cash and cash equivalents 156,108 (1,704,804)
Cash and cash equivalents - beginning 5,774,783 7,479,587
------------ ------------
Cash and cash equivalents - ending $ 5,930,891 $ 5,774,783
============ ============
</TABLE>
See notes to consolidated financial statements.
F-5
<PAGE>
AXIA FEDERAL SAVINGS BANK
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------
1997 1996
----------- -----------
<S> <C> <C>
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest $ 9,005,195 $ 8,049,631
=========== ===========
Income taxes, net of refunds $ 455,900 $ 493,017
=========== ===========
Supplemental disclosure of noncash activities:
Loans receivable transferred from foreclosed real estate $ 204,696 $ --
=========== ===========
Loan to facilitate the sale of foreclosed real estate $ (63,000) $ --
=========== ===========
Loan made in conjunction with sale of office building $ -- $ 75,000
Imputed interest -- (13,544)
----------- -----------
$ -- $ 61,456
=========== ===========
Unrealized gain on securities available for sale:
Unrealized appreciation (depreciation) $ 274,922 $ (259,611)
Deferred income taxes (benefit) (99,047) 93,407
----------- -----------
$ 175,875 $ (166,204)
=========== ===========
</TABLE>
See notes to consolidated financial statements.
F-6
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------
Principles of consolidation
---------------------------
The consolidated financial statements include the accounts of the
Savings Bank and its wholly owned subsidiary, Axia Financial
Corporation (the "Corporation"). All significant intercompany accounts
and transactions have been eliminated in consolidation.
Basis of presentation
---------------------
The consolidated financial statements have been prepared in conformity
with generally accepted accounting principles. In preparing the
consolidated financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets
and liabilities as of the date of the consolidated statement of
financial condition and revenues and expenses for the period then
ended. Actual results could differ significantly from those estimates.
Material estimates that are particularly susceptible to significant
changes relate to the determination of the allowance for loan losses
and the assessment of prepayment risks associated with mortgage-backed
securities. Management believes that the allowance for loan losses is
adequate and that the risks associated with mortgage-backed securities
prepayments have been properly recognized. While management uses
available information to recognize losses on loans, future additions to
the allowance for loan losses may be necessary based on changes in
economic conditions in the market area. Additionally, assessments of
prepayment risks related to mortgage-backed securities are based upon
current market conditions, which are subject to frequent change.
In addition, various regulatory agencies, as an integral part of their
examination process, periodically review the Savings Bank's allowances
for loan losses. Such agencies may require the Savings Bank to
recognize additions to the allowance based on their judgments about
information available to them at the time of their examination.
Cash and cash equivalents
-------------------------
Cash and cash equivalents include cash and amounts due from depository
institutions and interest-bearing deposits in other banks with initial
maturities of three months or less.
Securities
----------
Investments in debt securities that the Savings Bank has the positive
intent and ability to hold to maturity are classified as
held-to-maturity securities and reported at amortized cost. 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 reported at fair value, with unrealized holding gains and losses
included in earnings. Debt and equity securities not classified as
trading securities nor as held-to-maturity securities are classified as
available for sale securities and reported at fair value, with
unrealized holding gains or losses, net of applicable deferred income
taxes, reported in a separate component of retained earnings.
F-7
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd.)
- ---------------------------------------------
Securities (Cont'd.)
----------
Premiums and discounts on all securities are amortized/accreted using
the interest method. Interest and dividend income on securities, which
includes amortization of premiums and accretion of discounts, is
recognized in the consolidated financial statements when earned. The
adjusted cost basis of an identified security sold or called is used
for determining security gains and losses recognized in the
consolidated statements of income.
Loans receivable
----------------
Loans receivable are stated at unpaid principal balances, less the
allowance for loan losses and net deferred loan origination fees and
discounts.
The Savings Bank defers loan origination fees and certain direct loan
origination costs and accretes such amounts as an adjustment of yield
over the contractual lives of the related loans. Discounts on loans are
recognized as income by use of a method which approximates the
level-yield method over the terms of the respective loans.
Allowance for loan losses
-------------------------
An allowance for loan losses is maintained at a level considered
adequate to absorb loan losses. Management of the Savings Bank, in
determining the allowance for loan losses, considers the risks inherent
in its loan portfolio and changes in the nature and volume of its loan
activities, along with general economic and real estate market
conditions. The Savings Bank utilizes a two tier approach: (1)
identification of impaired loans and the establishment of specific loss
allowances on such loans; and (2) establishment of general valuation
allowances on the remainder of its loan portfolio. The Savings Bank
maintains a loan review system which allows for a periodic review of
its loan portfolio and the early identification of potential impaired
loans. Such system takes into consideration, among other things,
delinquency status, size of loans, types of collateral and financial
condition of the borrowers. Specific loan loss allowances are
established for identified loans based on a review of such information
and/or appraisals of the underlying collateral. General loan loss
allowances are based upon a combination of factors including, but not
limited to, actual loan loss experience, composition of the loan
portfolio, current economic conditions and management's judgment.
Although management believes that adequate specific and general loan
loss allowances are established, actual losses are dependent upon
future events and, as such, further additions to the level of the loan
loss allowance may be necessary.
Impaired loans are measured based on the present value of expected
future cash flows discounted at the loan's effective interest rate or,
as a practical expedient, at the loan's observable market price or the
fair value of the collateral if the loan is collateral dependent. A
loan evaluated for impairment is deemed to be impaired when, based on
current information and events, it is probable that the Savings Bank
will be unable to collect all amounts due according to the contractual
terms of the loan agreement. All loans identified as impaired are
evaluated independently. The Savings Bank does not aggregate such loans
for evaluation purposes. Payments received on impaired loans are
applied first to accrued interest receivable and then to principal. The
Savings Bank does not have any loans deemed to be impaired.
F-8
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd.)
- ---------------------------------------------
Concentration of risk
---------------------
The Savings Bank's lending activity is concentrated in loans secured by
real estate located in the State of New Jersey.
Premises and equipment
----------------------
Premises and equipment are comprised of land, at cost, and buildings,
building improvements, furnishings and equipment and leasehold
improvements, at cost, less accumulated depreciation and amortization.
Depreciation and amortization charges are computed on the straight-line
method over the following estimated useful lives:
Buildings and improvements 30 to 50 years
Furnishings and equipment 3 to 10 years
Leasehold improvements Shorter of estimated useful
life or term of lease
Significant renewals and betterments are charged to the premises and
equipment account. Maintenance and repairs are charged to operations in
the year incurred.
Foreclosed real estate
----------------------
Real estate properties acquired through, or in lieu of, foreclosure are
initially recorded at the lower of cost or estimated fair value at date
of acquisition. Subsequent valuations are periodically performed and an
allowance for losses established by a charge to operations if the
carrying value of a property exceeds its fair value less estimated
selling costs. Costs relating to development or improvement of
properties for sale are capitalized. Income and expenses of holding and
operating properties are recorded in operations as incurred or earned.
Gains and losses from sales of these properties are recognized as
incurred.
F-9
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd.)
- ---------------------------------------------
Allowance for uncollected interest
----------------------------------
The Savings Bank provides an allowance for the loss of uncollected
interest on loans based upon management's evaluation of the
collectibility of such interest. Such interest ultimately collected is
credited to income in the period of recovery.
Income taxes
------------
The Savings Bank and its subsidiary file a consolidated federal income
tax return. Income taxes are allocated based on the contribution of
income to the consolidated income tax return. Separate state income tax
returns are filed.
Federal and state income taxes have been provided on the basis of
reported income. The amounts reflected on the Savings Bank's tax return
differ from these provisions due principally to temporary differences
in the reporting of certain items for financial reporting and income
tax reporting purposes. Deferred income tax expense or benefit is
determined by recognizing deferred tax assets and liabilities for the
estimated future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in earnings in
the period that includes the enactment date. The realization of
deferred tax assets is assessed and a valuation allowance provided,
when necessary, for that portion of the asset which is not likely to be
realized. Management believes, based upon current facts, that it is
more likely than not that there will be sufficient taxable income in
future years to realize all deferred tax assets.
Interest rate risk
------------------
The Savings Bank is principally engaged in the business of attracting
deposits from the general public and using these deposits, together
with other funds, to purchase securities and to make loans secured by
real estate. The potential for interest-rate risk exists as a result of
the generally shorter duration of the Savings Bank's interest-sensitive
liabilities compared to the generally longer duration of
interest-sensitive assets. In a rising rate environment, liabilities
will reprice faster than assets, thereby reducing net interest income.
For this reason, management regularly monitors the maturity structure
of the Savings Bank's interest-earning assets and interest-bearing
liabilities in order to measure its level of interest-rate risk and to
plan for future volatility.
Fair value of financial instruments
-----------------------------------
The fair value of a financial instrument is defined as the amount at
which the instrument could be exchanged in a current transaction
between willing parties, other than a forced or liquidation sale.
Significant estimations were used for the purposes of this disclosures.
Estimated fair value have been determined using the best available data
and estimation methodology suitable for each category of financial
instruments. The estimation methodologies used and assumptions made in
estimating fair values of financial instruments are set forth below.
F-10
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd.)
- ---------------------------------------------
Cash and cash equivalents and accrued interest receivable
---------------------------------------------------------
The carrying amounts for cash and cash equivalents and accrued interest
receivable approximate fair value because they mature in three months
or less.
Securities
----------
The fair values for securities available for sale are based on quoted
market or dealer prices, if available. If quoted market or dealer
prices are not available, fair value is estimated using quoted market
prices for similar securities.
Loans receivable
----------------
Fair value is estimated by discounting future cash flows, using the
current rates at which similar loans would be made to borrowers with
similar credit ratings and for the same remaining maturities, of such
loans.
Deposits
--------
The fair value of demand deposits, savings accounts and club accounts
is equal to the amount payable on demand at the reporting date. The
fair value of certificates of deposit is estimated by discounting
future cash flows, using rates currently offered for deposits of
similar remaining maturities. The fair value estimates do not include
the benefit that results from the low-cost funding provided by deposit
liabilities compared to the cost of borrowing funds in the market.
Commitments
-----------
The fair value of loan commitments is estimated using fees currently
charged to enter into similar agreements taking into account the
remaining terms of the agreements and the present creditworthiness of
the counterparties. For fixed rate loan commitments, fair value also
considers the difference between current levels of interest and the
committed rates.
F-11
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd.)
- ---------------------------------------------
Impact of new accounting standards
----------------------------------
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130,
"Reporting Comprehensive Income". SFAS No. 130 requires that all items
that are components of "comprehensive income" be reported in a
financial statement that is displayed with the same prominence as other
financial statements. Comprehensive income is defined as the "change in
equity [net assets] of a business enterprise during a period from
transactions and other events and circumstances from nonowner sources.
It includes all changes in equity during a period except those
resulting from investments by owners and distributors to owners".
Companies will be required to (a) classify items of other comprehensive
income by their nature in the financial statements and (b) display the
accumulated balance of other comprehensive income separately from
retained earnings and additional paid-in capital in the equity-section
of a statement of financial position. SFAS No. 130 is effective for
fiscal years beginning after December 15, 1997 and requires
reclassification of prior periods presented. As the requirements of
SFAS No. 130 are disclosure-related, its implementation will have no
impact on the Savings Bank's consolidated financial condition or
results of operations.
In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments
of an Enterprise and Related Information". SFAS No. 131 requires that
enterprises report certain financial and descriptive information about
operating segments in complete sets of financial statements of the
company and in condensed financial statements of interim period issued
to shareholders. It also requires that a company report certain
information about their products and services, geographic areas in
which they operate and their major customers. SFAS No. 131 is effective
for fiscal years beginning after December 15, 1997 and requires interim
periods to be presented in the second year of application. As the
requirements of SFAS No. 131 are disclosure-related, its implementation
will have no impact on the Savings Bank's consolidated financial
condition or results of operations.
Reclassification
----------------
Certain amounts for the year ended December 31, 1996 have been
reclassified to conform to the current year's presentation.
F-12
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
2. SECURITIES AVAILABLE FOR SALE
- --------------------------------
<TABLE>
<CAPTION>
December 31, 1997
-----------------------------------------------------
Gross Unrealized
Amortized ------------------------- Carrying
Cost Gains Losses Value
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Mortgage-backed:
Due in one year or less $ 71,353 $ -- $ 1,360 $ 69,993
Due after one year through five years 5,113,106 25,322 -- 5,138,428
Due after five years 47,080,077 636,835 -- 47,716,912
----------- ----------- ----------- -----------
52,264,536 662,157 1,360 52,925,333
U.S. Government Agencies
Due after five years 1,000,000 -- 7,813 992,187
----------- ----------- ----------- -----------
$53,264,536 $ 662,157 $ 9,173 $53,917,520
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996
-----------------------------------------------------
Gross Unrealized
Amortized ------------------------- Carrying
Cost Gains Losses Value
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Mortgage-backed:
Due in one year or less $ 1,474,247 $ 5,672 $ -- $ 1,479,919
Due after one year through five years 2,170,818 24,897 27 2,195,688
Due after five years 51,558,568 693,144 402,605 51,849,107
----------- ----------- ----------- -----------
55,203,633 723,713 402,632 55,524,714
----------- ----------- ----------- -----------
U.S. Government Agencies:
Due after one year through five years 999,061 -- 9,061 990,000
Due after five years 3,008,413 -- 54,038 2,954,375
----------- ----------- ----------- -----------
4,007,474 -- 63,099 3,944,375
----------- ----------- ----------- -----------
Equity securities -- 120,080 -- 120,080
----------- ----------- ----------- -----------
$59,211,107 $ 843,793 $ 465,731 $59,589,169
=========== =========== =========== ===========
</TABLE>
All mortgage-backed securities available for sale are issued by the Government
National Mortgage Association, Federal Home Loan Mortgage Corporation or Federal
National Mortgage Association.
Proceeds from the sales of securities available for sale during the year ended
December 31, 1997 totalled $31,842,498. Gross gains of $389,869 and gross losses
of $261,153 were realized on those sales. There were no sales of securities
available for sale during the year ended December 31, 1996.
Securities available for sale with a carrying value of approximately $220,000
and $476,000 at December 31, 1997 and 1996, respectively, were pledged to secure
public funds.
F-13
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
3. LOANS RECEIVABLE
- -------------------
December 31,
-----------------------------
1997 1996
------------ ------------
Real estate mortgage:
One-to-four family $142,551,575 $119,501,193
Multi-family 1,257,488 1,875,303
Commercial 1,906,160 2,034,955
FHA insured and VA guaranteed 1,072,455 1,390,124
------------ ------------
146,787,678 124,801,575
------------ ------------
Real estate construction -- 237,000
------------ ------------
Consumer:
Home improvement 6,644 9,819
Student education 90,148 782,919
Passbook or certificate 394,039 308,660
Home equity loans 2,978,788 2,606,151
Home equity line of credit 2,727,096 2,757,462
------------ ------------
6,196,715 6,465,011
------------ ------------
Total loans 152,984,393 131,503,586
------------ ------------
Less:
Loans in process -- 3,360
Allowance for loan losses 723,319 533,840
Deferred loan fees and discounts 61,206 276,693
------------ ------------
784,525 813,893
------------ ------------
$152,199,868 $130,689,693
============ ============
The Savings Bank has granted loans to its officers and directors and to their
associates. Related party loans are made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with unrelated persons and do not involve more than
normal risk of collectibility. Activity in such loans is as follows:
Year Ended December 31,
---------------------------
1997 1996
--------- ----------
Balance - beginning $ 438,000 $ 453,000
New loans 323,000 --
Repayments (19,000) (15,000)
Other changes (172,000) --
--------- ---------
Balance - ending $ 570,000 $ 438,000
========= =========
F-14
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
3. LOANS RECEIVABLE (Cont'd.)
- -------------------
Nonaccrual loans totalled approximately $909,000 and $904,000 at December 31,
1997 and 1996, respectively. Interest income recognized on these loans during
the years ended December 31, 1997 and 1996, was approximately $36,000 and
$35,000, respectively. Had these loans been performing in accordance with their
original terms, interest income for the years ended December 31, 1997 and 1996,
would have been approximately $84,000 and $77,000, respectively. The Savings
Bank is not committed to lend additional funds to the borrowers whose loans have
been placed on nonaccrual status.
The activity in allowance for loan losses follows:
Year Ended
December 31,
--------------------------
1997 1996
--------- ---------
Balance - beginning $ 533,840 $ 490,000
Provisions charged to operations 200,000 43,056
Loans charged off (10,521) --
Loans recovered -- 784
--------- ---------
Balance - ending $ 723,319 $ 533,840
========= =========
At December 31, 1997 and 1996, loans serviced for the benefit of others totalled
approximately $337,000 and $416,000, respectively.
4. PREMISES AND EQUIPMENT
- -------------------------
December 31,
-------------------------
1997 1996
---------- ----------
Land $ 181,386 $ 181,386
---------- ----------
Buildings and improvements 628,179 628,179
Less accumulated depreciation 52,847 31,916
---------- ----------
575,332 596,263
---------- ----------
Leasehold improvements, net of amortization 983,089 1,031,998
---------- ----------
Furnishings and equipment 1,440,226 1,421,384
Less accumulated depreciation 1,066,129 922,708
---------- ----------
374,097 498,676
---------- ----------
$2,113,904 $2,308,323
========== ==========
F-15
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
5. INTEREST RECEIVABLE
- ----------------------
December 31,
------------------------
1997 1996
---------- ----------
Loans, net of allowance for uncollected
interest of $134,403 (1997) and $126,660 (1996) $ 769,385 $ 685,890
Mortgage-backed securities available for sale 426,039 450,057
Investment securities available for sale 23,958 86,776
Other interest-earnings assets 596 764
---------- ----------
$1,219,978 $1,223,487
========== ==========
6. DEPOSITS
- -----------
December 31,
----------------------------------------------
1997 1996
---------------------- ----------------------
Weighted Weighted
Average Average
Rate Amount Rate Amount
-------- ------------ -------- ------------
Demand accounts:
Non-interest bearing 0% $ 3,375,404 0% $ 2,417,617
Money Market 2.69% 2,809,401 2.75% 3,159,630
NOW 1.50% 9,695,916 2.25% 8,815,781
------------ ------------
1.39% 15,880,721 1.98% 14,393,028
Savings and clubs 3.00% 45,168,430 2.99% 44,120,173
Certificates of deposit 5.52% 137,313,677 5.39% 126,195,800
------------ ------------
4.62% $198,362,828 4.55% $184,709,001
============ ============
The scheduled maturities of certificates of deposit are as follows:
December 31,
--------------------------
Maturity Period 1997 1996
--------------- -------- --------
(In Thousands)
One year or less $ 90,301 $ 84,876
After one through three years 45,697 38,355
After three years 1,316 2,965
-------- --------
$137,314 $126,196
======== ========
At December 31, 1997 and 1996, certificates of deposit of $100,000 or more
totalled approximately $8,312,000 and $6,541,000, respectively. Deposits in
excess of $100,000 are not insured by the Savings Association Fund.
F-16
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
6. DEPOSITS (Cont'd.)
- -----------
Interest expense on deposits consist of the following:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1997 1996
---------- ----------
<S> <C> <C>
Money Market $ 80,720 $ 93,505
NOW 163,128 196,627
Savings club 1,345,955 1,311,719
Certificates of deposit 7,344,414 6,476,132
---------- ----------
8,934,217 8,077,983
Less penalties for early withdrawal of certificates
of deposits 25,950 29,943
---------- ----------
$8,908,267 $8,048,040
========== ==========
</TABLE>
7. REGULATORY CAPITAL
- ---------------------
The Savings Bank is subject to various regulatory capital requirements
administered by the Federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory, and possibly additional
discretionary, actions by regulators that, if undertaken, could have a direct
material effect on the Savings Bank. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Savings Bank must meet
specific capital guidelines that involve quantitative measures of the Savings
Bank's assets, liabilities, and certain off-balance-sheet items as calculated
under regulatory accounting practices. The Savings Bank's capital amounts and
classifications are also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors.
The Office of Thrift Supervision ("OTS") has prescribed capital requirements
which include three separate measurements of capital adequacy (the "Capital
Rule"). The Capital Rule requires each savings institution to maintain tangible
capital equal to at least 1.5% of its tangible assets and core capital equal to
at least 3.0% of its adjusted total assets. The Capital Rule further requires
each savings institution to maintain total capital equal to at least 8.0% of its
risk-weighted assets. The following table sets forth the capital position of the
Savings Bank as of December 31, 1997:
<TABLE>
<CAPTION>
Tangible Capital Core Capital Risk-based Capital
-------------------- -------------------- --------------------
Amount Percent Amount Percent Amount Percent
-------- ------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
GAAP retained earnings $ 16,541 7.62% $ 16,541 7.62% $ 16,541 17.38%
Unrealized (gain) on securities
available for sale, net (418) (.19) (418) (.19) (418) (.44)
General loan loss allowance -- -- -- -- 711 .75
-------- ----- -------- ----- -------- -----
Regulatory capital 16,123 7.43 16,123 7.43 16,834 17.69
Required regulatory capital 3,255 1.50 6,510 3.00 7,614 8.00
-------- ----- -------- ----- -------- -----
Excess $ 12,868 5.93% $ 9,613 4.43% $ 9,220 9.69%
======== ===== ======== ===== ======== =====
</TABLE>
F-17
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
7. REGULATORY CAPITAL (Cont'd.)
- ---------------------
Quantitative measures established by regulation to ensure capital adequacy
require the Savings Bank to maintain minimum amounts and ratios of Total and
Tier I capital (as defined in the regulations) to risk-weighted assets (as
defined), and of Tier I capital to average assets (as defined). Management
believes, as of December 31, 1997, that the Savings Bank meets all capital
adequacy requirements to which it is subject.
As of March 31, 1997, the most recent notification from the OTS, the Savings
Bank was categorized as well capitalized under the regulatory framework for
prompt corrective action. To be categorized as well capitalized, the Savings
Bank must maintain minimum total, risk-based, and Tier I leverage ratios of 10%,
6% and 5%, respectively. There are no conditions existing or events which have
occurred since notification that management believes have changed the
institution's category.
8. BENEFIT PLANS
- ----------------
Retirement plan
- ---------------
The Savings Bank has a non-contributory pension plan covering all eligible
employees. The plan is a defined benefit plan which provides benefits based on a
participant's years of service and compensation. The Savings Bank's funding
policy is to contribute annually the maximum amount that can be deducted for
federal income tax purposes.
Plan assets are comprised primarily of stocks, bonds, mutual funds and bank
deposits. The following tables set forth the plan's funded status and components
of net periodic pension cost:
<TABLE>
<CAPTION>
December 31,
--------------------------
1997 1996
----------- -----------
<S> <C> <C>
Actuarial present value of benefit obligation, including
vested benefits of $943,000 and $642,000, respectively $ 954,000 $ 670,000
=========== ===========
Projected benefit obligation $ 1,366,000 $ 1,067,000
Plan assets at fair value 1,047,000 809,000
----------- -----------
Projected benefit obligation in excess of plan assets 319,000 258,000
Unrecognized net transition liability (90,000) (54,000)
Unrecognized net (loss) (198,000) (130,000)
----------- -----------
Pension liability included in other liabilities $ 31,000 $ 74,000
=========== ===========
</TABLE>
Net periodic pension cost for the plan included the following components:
Year Ended
December 31,
----------------------
1997 1996
--------- ---------
Service cost $ 77,439 $ 74,260
Interest cost 80,404 68,982
Return on plan assets (97,001) (38,148)
Net amortization and deferral 41,197 2,343
--------- ---------
Net periodic pension cost
included in salaries and employee benefits $ 102,039 $ 107,437
========= =========
F-18
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
8. BENEFIT PLANS (Cont'd.)
- ----------------
Assumptions used in accounting for the plan are as follows:
Year Ended
December 31,
--------------------
1997 1996
-------- --------
Discount rate 7.5% 7.0%
Rate of increase in compensation 5.5% 5.0%
Long-term rate of return on plan assets 8.0% 7.0%
Postretirement benefits
- -----------------------
Postretirement benefits offered by the Savings Bank include health care and life
insurance coverage. Benfits under the plan are available to all employees
retiring after attainment of age 60 and fifteen years of service. The plan is
unfunded. The following tables set forth the plan's funded status and components
of postretirement benefit costs:
<TABLE>
<CAPTION>
December 31,
------------------------
1997 1996
--------- ---------
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees $ 274,758 $ 282,204
Other active plan participants 281,060 249,237
--------- ---------
Accumulated and unfunded postretirement benefit
obligation 555,818 531,441
Unrecognized prior service cost (421,711) (446,517)
Unrecognized net loss 50,143 37,617
--------- ---------
Postretirement obligation included in other liabilities $ 184,250 $ 122,541
========= =========
</TABLE>
Postretirement benefit cost for the plan included the following components:
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------
1997 1996
--------- ---------
<S> <C> <C>
Service cost $ 21,004 $ 19,539
Interest cost on accumulated postretirement benefit
obligation 38,992 36,504
Amortization of unrecognized prior service costs 24,806 24,806
--------- ---------
Net postretirement benefit cost included in
compensation and employee benefits $ 84,802 $ 80,849
========= =========
</TABLE>
Assumptions used in accounting for the plan are as follows:
Year Ended
December 31,
------------------------
1997 1996
--------- ---------
Discount rate 7.50% 7.50%
Rate of increase in compensation 5.50% 5.50%
F-19
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
8. BENEFIT PLANS (Cont'd.)
- ----------------
Postretirement benefits
For the years ended December 31, 1997 and 1996, a medical cost trend rate
of 7.00% and 7.50%, respectively, decreasing 0.5% per year thereafter until
an ultimate rate of 5.00% is reached, was used in the plan's valuation.
Increasing the assumed medical cost trend by one percent in each year would
increase the accumulated postretirement benefit obligation as of December
31, 1997, by $91,000 and the aggregate of the service and interest
components of net periodic postretirement benefit cost for the year ended
December 31, 1997, by $14,000.
9. INCOME TAXES
- ---------------
The Savings Bank qualifies as a thrift institution under the provisions of the
Internal Revenue Code and, therefore, was permitted, prior to January 1, 1996,
to deduct from taxable income an allowance for bad debts based on eight percent
of taxable income before such deduction. Effective January 1, 1996, the Savings
Bank must calculate its bad debt deduction using either the experience or the
specific charge off method. Retained earnings at December 31, 1997, includes
approximately $3,009,000 of such bad debt, for which income taxes have not been
provided. If such amount is used for purposes other than for bad debts losses,
including distributions in liquidation, it will be subject to income tax at the
then current rate. See Note 12.
The components of income taxes are summarized as follows:
Year Ended
December 31,
------------------------------
1997 1996
--------- ---------
Current tax expense:
Federal income $ 827,699 $ 281,585
State income 73,752 23,689
--------- ---------
901,451 305,274
--------- ---------
Deferred tax (benefit):
Federal income (22,466) (20,058)
State income (2,035) (1,735)
--------- ---------
(24,501) (21,793)
--------- ---------
$ 876,950 $ 283,481
========= =========
The following table presents a reconciliation between the reported income taxes
and the income taxes which would be computed by applying the normal federal
income tax rate of 34% to income before income taxes:
<TABLE>
<CAPTION>
Year Ended
December 31,
-----------------------
1997 1996
--------- ---------
<S> <C> <C>
Federal income tax expense $ 826,253 $ 303,417
Increases (reductions) in income taxes resulting from:
New Jersey savings institution tax, net of federal income tax effect 47,333 14,490
Other items, net 3,364 (34,426)
--------- ---------
Effective income tax $ 876,950 $ 283,481
========= =========
</TABLE>
F-20
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
9. INCOME TAXES (Cont'd.)
- ---------------
The effective income tax rate for the years ended December 31, 1997 and 1996 is
36.09% and 31.77%, respectively.
The tax effects of existing temporary differences that give rise to significant
positions of deferred tax assets and deferred tax liabilities are as follows:
<TABLE>
<CAPTION>
December 31,
----------------------
Deferred tax assets 1997 1996
------------------- --------- ---------
<S> <C> <C>
Benefit plans $ 84,742 $ 89,608
Deferred loan fees 80,311 98,602
Uncollected interest 49,729 45,572
Allowance for loss on loans 267,628 192,075
Other items 1,433 4,527
--------- ---------
483,843 430,384
--------- ---------
Deferred tax liabilities
------------------------
Unrealized gain on securities available for sale 235,074 136,027
Depreciation 128,936 108,950
Bad debt deduction in excess of base year 325,439 316,467
--------- ---------
689,449 561,444
--------- ---------
Net deferred tax liabilities included in other liabilities $(205,606) $(131,060)
========= =========
</TABLE>
Refundable income taxes of $232,757 at December 31, 1996 are included in other
assets. Current income tax liabilities of $192,516 at December 31, 1997 are
included in other liabilities.
10. COMMITMENTS AND CONTINGENCIES
- ---------------------------------
The Savings Bank is a party to financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of its customers
and reduce its own exposure to fluctuations in interest rates. These financial
instruments include commitments to extend credit and purchase securities. The
commitments involve, to varying degrees, elements of credit and interest rate
risk in excess of the amount recognized in the consolidated statement of
financial condition. The Savings Bank's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for commitments to
extend credit is represented by the contractual notional amount of those
instruments. The Savings Bank uses the same credit policies in making
commitments as it does for on-balance-sheet instruments.
F-21
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
10. COMMITMENTS AND CONTINGENCIES (Cont'd.)
- -------------------------------------------
Commitments to extend credit are agreements to lend a customer as long as there
is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee. Since commitments may expire without being drawn upon,
the total commitment amounts do not necessarily represent future cash
requirements. The Savings Bank evaluates each customer's creditworthiness on a
case-by-case basis. The amount of collateral obtained, if deemed necessary by
the Savings Bank upon extension of credit, is based on management's credit
evaluation of the counterparty. Collateral held varies but primarily includes
residential real estate.
Commitments to purchase securities are contracts for delayed delivery of
securities in which the seller agrees to make delivery at a specified future
date of a specified instrument, at a specified price or yield. Risks arise from
the possible inability of counterparties to meet the terms of their contracts
and from movements in securities values and interest rates.
The Savings Bank has the following outstanding commitments:
<TABLE>
<CAPTION>
December 31,
-----------------------
1997 1996
---------- ----------
<S> <C> <C>
To originate loans, expiring in three months or less:
Mortgage $1,950,000 $2,410,000
Fixed rate home equity loans 74,000 90,000
Home equity credit lines 29,000 54,000
---------- ----------
$2,053,000 $2,554,000
========== ==========
</TABLE>
At December 31, 1997, of the $2,053,000 in commitments to originate loans,
$1,849,000 are for loans at fixed interest rates ranging from 6.50% to 9.625%
and $204,000 are for loans at adjustable interest rates with initial rates
ranging from 6.75% to 10.25%.
At December 31, 1997 and 1996, outstanding commitments related to unused home
equity lines of credit totalled approximately $3,098,000 and $3,633,000,
respectively. At December 31, 1997 and 1996, the Savings Bank had outstanding
$150,000 and $250,000, respectively, in loan participation purchase commitments.
Loan participation purchase commitments represent commitments to purchase
participation interests in loans where the interest rate will be set at the
funding date based upon the Federal Home Loan Bank of New York C.I.P. advance
rates plus a margin.
Commitments under home equity credit line programs represent undisbursed funds
from approved lines of credit. Unless specifically cancelled by notice from the
Savings Bank, these are firm commitments to the respective borrowers on demand.
The lines of credit are secured by one-to-four family residential property owned
by the borrowers. The interest rate charged for any month on funds disbursed
under the Homeowners' Equity Credit Line Program is 1.75% above the prime rate
as most recently published in The Wall Street Journal prior to the last business
day of the month immediately preceding the month in which the billing cycle
begins. The interest rate charged under the Preferred Home Equity Credit Line is
fixed at 6.49% for one year, and thereafter is adjusted monthly to a rate of
1.00% above the prime rate as discussed above.
F-22
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
10. COMMITMENTS AND CONTINGENCIES (Cont'd.)
- ---------------------------------
Rentals, including related expenses, under long-term operating leases for
certain branch offices amounted to approximately $178,000 and $166,000 for the
years ended December 31, 1997 and 1996, respectively. At December 31, 1997, the
minimum rental commitments under all noncancellable leases with initial or
remaining terms of more than one year and expiring through March 31, 2002 are as
follows:
Year Ending Minimum
December 31, Rent
------------- ---------
1998 $ 177,000
1999 181,000
2000 152,000
2001 117,000
2002 29,000
---------
$ 656,000
=========
The Savings Bank also has, in the normal course of business, commitments for
services and supplies. Management does not anticipate losses on any of these
transactions.
The Savings Bank is also a party to litigation which arises primarily in the
ordinary course of business. In the opinion of management, the ultimate
disposition of such litigation should not have a material effect on consolidated
financial position or operations.
11. FAIR VALUE OF FINANCIAL INSTRUMENTS
- ---------------------------------------
The carrying amounts and fair values of the Savings Bank's financial instruments
are as follows:
<TABLE>
<CAPTION>
December 31,
------------------------------------------------
1997 1996
---------------------- ----------------------
Carrying Estimated Carrying Estimated
Financial assets Amount Fair Value Amount Fair Value
---------------- -------- ---------- -------- ----------
(In Thousands)
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 5,931 $ 5,931 $ 5,775 $ 5,775
Securities available for sale 53,918 53,918 59,589 59,589
Loans receivable 152,200 154,192 130,690 131,153
Interest receivable 1,220 1,220 1,223 1,223
Financial liabilities
---------------------
Deposits 198,363 198,717 184,709 185,122
Commitments
-----------
To originate loans 2,053 2,053 2,554 2,554
Unused lines of credit 3,098 3,098 3,633 3,633
Loan participation purchase 150 150 250 250
</TABLE>
F-23
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
11. FAIR VALUE OF FINANCIAL INSTRUMENTS (Cont'd.)
- ---------------------------------------
The fair value estimates are made at a discrete point in time based on relevant
market information and information about the financial instruments. Because no
market exists for a significant portion of the Savings Bank's financial
instruments, fair value estimates are based on judgments regarding future
expected loss experience, current economic conditions, risk characteristics of
various financial instruments, and other factors. These estimates are subjective
in nature and involve uncertainties and matters of significant judgment and,
therefore, cannot be determined with precision. Changes in assumptions could
significantly affect the estimates.
In addition, the fair value estimates were based on existing on-and-of balance
sheet financial instruments without attempting to value anticipated future
business and the value of assets and liabilities that are not considered
financial instruments. Other significant assets and liabilities that are not
considered financial assets and liabilities include premises and equipment and
advances from borrowers for taxes and insurance. In addition, the tax
ramifications related to the realization of the unrealized gains and losses can
have a significant effect on fair value estimates and have not been considered
in any of the estimates.
Finally, reasonable comparability between financial institutions may not be
likely due to the wide range of permitted valuation techniques and numerous
estimates which must be made given the absence of active secondary markets for
many of the financial instruments. This lack of uniform valuation methodologies
introduces a greater degree of subjectivity to these estimated fair values.
12. LEGISLATIVE MATTERS
- -----------------------
On September 30, 1996, legislation was enacted which, among other things,
imposed a special one-time assessment on Savings Association Insurance fund
("SAIF") member institutions, including the Savings Bank, to recapitalize the
SAIF and spread the obligation for payment of Financial Corporation ("FICO")
bonds across all SAIF and Bank Insurance Fund ("BIF") members. The special
assessment levied amounted to 65.7 basis points on SAIF assessable deposits held
as of March 31, 1995. The special assessment was recognized in September 1996
and was tax deductible. The Savings Bank took a charge of approximately
$1,012,000 as a result of the special assessment. This legislation eliminated
the substantial disparity between the amount that BIF and SAIF members had been
paying for deposit insurance premiums.
Currently, the Federal Deposit Insurance Corporation ("FDIC") has estimated
that, in addition to normal deposit insurance premiums, BIF members will pay a
portion of the FICO payments equal to 1.3 basis points on BIF-insured deposits
compared to 6.3 basis points by SAIF members on SAIF-insured deposits. All
institutions will pay a pro-rata share of the FICO payment on the earlier of
January 1, 2000 or the date upon which the last savings association ceases to
exist. The legislation also requires BIF and SAIF to be merged by January 1,
1999 provided that legislation is adopted to eliminate the savings association
charter and no savings associations remain as of that time.
The FDIC has lowered SAIF assessments to a range comparable to that of BIF
members, although SAIF members must also make the FICO payments described above.
Management cannot predict the precise level of FDIC insurance assessments on an
ongoing basis or whether the BIF and SAIF will eventually be merged.
F-24
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
12. LEGISLATIVE MATTERS (Cont'd.)
- -----------------------
On August 21, 1996, legislation was enacted to allow for the recapture of
post-1987 tax bad debt reserves ("excess reserves"). Prior to enactment, certain
thrift institutions such as the Savings Bank were allowed deductions for bad
debts under methods more favorable than those granted to other taxpayers. This
legislation repealed the Code Section 593 reserve method of accounting for bad
debts by thrift institutions, effective for taxable years beginning after 1995.
Thrift institutions that are treated as small banks are allowed to utilize the
experience method applicable to such institutions, while thrift institutions
that are treated as large banks are required to use only the specific charge off
method.
For small institutions such as the Savings Bank, the amount of the institution's
applicable excess reserves generally is the excess of (i) the balances of its
reserve for losses on qualifying real property loans and its reserve for losses
on nonqualifying loans as of the close of its last taxable year beginning before
January 1, 1996, over (ii) the greater of the balance of (a) its pre-1988 tax
reserves or (b) what the reserves would have been at the close of its last tax
year beginning before January 1, 1996, had the Savings Bank always used the
experience method. The amount of the applicable excess reserves will be
recaptured ratably over a six taxable year period, beginning with the first
taxable year beginning after 1995, subject to a residential loan requirement
which can delay the beginning of the recapture period by up to two years. The
Savings Bank has met the residential loan requirement and, as such, the
recapture period will begin in 1998. At December 31, 1995, the Savings Bank had
approximately $880,000 of excess reserves. Since the percentage of taxable
income method for tax bad debt deductions and the corresponding increase in the
tax bad debt reserve in excess of the base year have been recorded as temporary
differences pursuant to FASB Statement No. 109, this change in the tax law is
not expected to have a material effect on the Savings Bank's consolidated
financial statements.
13. PROPOSED CONVERSION TO STOCK FORM OF OWNERSHIP
- --------------------------------------------------
On October 15, 1997, the Board of Directors the Bank unanimously adopted the
Plan of Reorganization from Mutual Savings Association to Mutual Holding Company
and Stock Issuance (the "Plan"). Pursuant to the Plan, the Bank will: (i)
convert to a stock savings bank as the successor to the Bank in its current
mutual form; (ii) organize the Company as a federally-chartered corporation that
will own 100% of the common stock of the Stock Bank; and (iii) organize the
Mutual Holding Company as a federally-chartered mutual holding company that will
own at least 51% of the Common Stock of the Company so long as the Mutual
Holding Company remains in existence. The Stock Bank will succeed to the
business and operations of the Bank in its mutual form, and the Company will
sell 47% of its Common Stock in the Offering. The Plan must be approved by both
the OTS and by the Savings Bank's depositors and borrowers with outstanding
loans as of September 30, 1996, provided such loans remain outstanding as of the
voting record date (the "Members").
Following the completion of the reorganization, all depositors who had
membership or liquidation rights with respect to the Savings Bank as of the
effective date of the reorganization will continue to have such rights solely
with respect to the holding company so long as they continue to hold deposit
accounts with the Savings Bank. In addition, all persons who become depositors
of the Savings Bank subsequent to the reorganization will have such membership
and liquidation rights with respect to the holding company. Borrower members of
the Savings Bank at the time of the reorganization will have the same membership
rights in the holding company that they had in the Bank immediately prior to the
reorganization so long as their existing borrowings remain outstanding.
Borrowers will not receive membership rights in connection with any new
borrowings made after the reorganization.
F-25
<PAGE>
AXIA FEDERAL SAVINGS BANK AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
13. PROPOSED CONVERSION TO STOCK FORM OF OWNERSHIP (Cont'd.)
- --------------------------------------------------
The Company plans to offer to the public shares of common stock representing a
minority ownership of the estimated pro forma market value of the Savings Bank
as determined by an independent appraisal. The Mutual Holding Company will
maintain the majority ownership of the Company. Cost incurred in connection with
the offering, which totalled $5,000 at December 31, 1997, and is included in
other assets, will be recorded as a reduction of the proceeds from the offering.
If the transaction is not consummated, all costs incurred in connection with the
transaction will be expensed. The transaction is subject to approval by the OTS
and the majority of the Bank's members.
F-26
<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 Company, the Bank or the Agent. 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 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 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 Company or the
Bank since any of the dates as of which information is furnished herein or since
the date hereof.
SUMMARY..........................................................
SELECTED CONSOLIDATED FINANCIAL
AND OTHER DATA OF AXIA FEDERAL SAVINGS BANK
AND SUBSIDIARY................................................
RISK FACTORS.....................................................
THE COMPANY......................................................
THE BANK.........................................................
HISTORICAL AND PRO FORMA CAPITAL COMPLIANCE......................
USE OF PROCEEDS..................................................
DIVIDEND POLICY..................................................
MARKET FOR THE COMMON STOCK......................................
CAPITALIZATION...................................................
PRO FORMA DATA...................................................
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................
BUSINESS OF THE BANK.............................................
REGULATION.......................................................
TAXATION.........................................................
MANAGEMENT OF THE COMPANY........................................
MANAGEMENT OF THE BANK...........................................
THE REORGANIZATION...............................................
RESTRICTIONS ON THE ACQUISITION OF THE COMPANY
AND THE BANK...................................................
DESCRIPTION OF CAPITAL STOCK OF THE COMPANY......................
DESCRIPTION OF CAPITAL STOCK OF THE BANK.........................
TRANSFER AGENT AND REGISTRAR.....................................
EXPERTS..........................................................
LEGAL OPINIONS...................................................
ADDITIONAL INFORMATION...........................................
Until June __, 1998 or 25 days after commencement of the Syndicated
Community Offering, if any, whichever is later, all dealers effecting
transactions in the registered securities, whether or not participating in this
distribution, may be required to deliver a Prospectus when acting as
underwriters and with respect to their unsold allotments of subscriptions.
___________ Shares
Liberty
Bancorp, Inc.
(Proposed Holding Company for
Liberty Bank)
COMMON STOCK
Par Value $1.00 per share
PROSPECTUS
RYAN, BECK & CO., INC.
May __, 1998
<PAGE>
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers of Axia Federal Savings Bank,
and Liberty Bancorp, Inc.
Generally, federal regulations define areas for indemnity coverage for
federal savings associations, and proposed federal regulations define areas for
indemnity coverage for federal MHC subsidiary holding companies, as follows:
(a) Any person against whom any action is brought by reason of the
fact that such person is or was a director or officer of the savings
association shall be indemnified by the savings association for:
(i) Reasonable costs and expenses, including reasonable
attorneys' fees, actually paid or incurred by such person in
connection with proceedings related to the defense or settlement of
such action;
(ii) Any amount for which such person becomes liable by reason of
any judgment in such action;
(iii) Reasonable costs and expenses, including reasonable
attorneys' fees, actually paid or incurred in any action to enforce
his rights under this section, if the person attains a final judgment
in favor of such person in such enforcement action.
(b) Indemnification provided for in subparagraph (a) shall be made to
such officer or director only if the requirements of this subsection are
met:
(i) The savings association shall make the indemnification
provided by subparagraph (a) in connection with any such action which
results in a final judgment on the merits in favor of such officer or
director.
(ii) The savings association shall make the indemnification
provided by subparagraph (a) in case of settlement of such action,
final judgment against such director or officer or final judgment in
favor of such director or officer other than on the merits except in
relation to matters as to which he shall be adjudged to be liable for
negligence or misconduct in the performance of duty, only if a
majority of the directors of the savings association determines that
such a director or officer was acting in good faith within what he was
reasonably entitled to believe under the circumstances was the scope
of his employment or authority and for a purpose which he was
reasonably entitled to believe under the circumstances was in the best
interest of the savings association or its members.
(c) As used in this paragraph:
(i) "Action" means any action, suit or other judicial or
administrative proceeding, or threatened proceeding, whether civil,
criminal, or otherwise, including any appeal or other proceeding for
review;
(ii) "Court" includes, without limitation, any court to which or
in which any appeal or any proceeding for review is brought;
(iii) "Final Judgment" means a judgment, decree, or order which
is appealable and as to which the period for appeal has expired and no
appeal has been taken;
(iv) "Settlement" includes the entry of a judgment by consent or
by confession or upon a plea of guilty or of nolo contendere.
<PAGE>
Item 25. Other Expenses of Issuance and Distribution Amount
* Legal Fees and Expenses.............................. $ 90,000
* Printing, Postage, Mailing, EDGAR and Application
photocopying ...................................... 150,000
* Appraisal and Business Plan Fees and Expenses........ 25,000
* Accounting Fees and Expenses......................... 30,000
** Underwriter's Fees and Expenses...................... 175,000
* Filing Fees (NASD, OTS and SEC)...................... 65,000
* State Securities fees................................ 15,000
* Other Expenses....................................... 40,000
-----------
* Total ............................................... $ 600,000
===========
* Estimated
** Liberty Bancorp, Inc. has retained Ryan, Beck & Co. ("Ryan Beck") to assist
in the sale of common stock on best efforts basis in the Offerings.
Item 26. Recent Sales of Unregistered Securities
Not Applicable.
Item 27. Exhibits:
The exhibits filed as part of this registration statement are
incorporated by reference from the Exhibit Index.
Item 28. Undertakings
The undersigned Registrant hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) 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 duration 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) Include any additional or changed material information on
the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
<PAGE>
The small business issuer will provide to the underwriter at the
closing specified in the Underwriting Agreement certificates in such
documentation and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer 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 small business
issuer 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 Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the Township of
Woodbridge, State of New Jersey, on March 13, 1998.
LIBERTY BANCORP, INC. (In formation)
By: /s/ John R. Bowen
----------------------------------
John R. Bowen
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Liberty Bancorp, Inc. (in
formation, and the "Company") hereby severally constitute and appoint John R.
Bowen as our true and lawful attorney and agent, to do any and all things in our
names in the capacities indicated below which said John R. Bowen may deem
necessary or advisable to enable the Company to comply with the Securities Act
of 1933, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the registration statement on Form SB-2
relating to the offering of the Company's Common Stock, including specifically,
but not limited to, power and authority to sign for 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 approve, ratify and
confirm all that said John R. Bowen shall do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and as of the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ John R. Bowen President, Chief Executive April 30, 1998
- ----------------------- Officer and Chairman of the
John R. Bowen Board
(Principal Executive Officer)
/s/ Michael J. Widmer Executive Vice President, Chief April 30, 1998
- ----------------------- Financial Officer and Director
Michael J. Widmer (Principal Financial Officer)
/s/ Joseph F. Coccaro Treasurer April 30, 1998
- ----------------------- (Principal Accounting Officer)
Joseph F. Coccaro
/s/ Neil R. Bryson, DDS Director April 30, 1998
- -----------------------
Neil R. Bryson, DDS
/s/ Anthony V. Caruso Director April 30, 1998
- -----------------------
Anthony V. Caruso
/s/ John W. Fox Director April 30, 1998
- -----------------------
John W. Fox
<PAGE>
Signatures Title Date
---------- ----- ----
/s/ Donald F. Marsh Director April 30, 1998
- -----------------------
Donald F. Marsh
/s/ John C. Marsh Director April 30, 1998
- -----------------------
John C. Marsh
/s/ Paul J. McGovern Director April 30, 1998
- -----------------------
Paul J. McGovern
/s/Nelson L. Taylor, Jr. Director April 30, 1998
- ----------------------
Nelson L. Taylor, Jr.
<PAGE>
As filed with the Securities and Exchange Commission on May 4, 1998
================================================================================
Registration No. 333-48003
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
EXHIBITS
TO
PRE-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
LIBERTY BANCORP, INC.
AVENEL, NEW JERSEY
<PAGE>
EXHIBIT INDEX
1.1 Engagement Letter between Axia Federal Savings Bank and Ryan, Beck &
Co., Inc.*
1.2 Agency Agreement among Liberty Bancorp, Inc., Axia Federal Savings Bank
and Ryan, Beck & Co., Inc.
2 Plan of Reorganization from Mutual Savings Association to Mutual
Holding Company and Stock Issuance Plan
3.1 Proposed Federal Holding Company Charter of Liberty Bancorp,
Inc.(contained in Exhibit 2)
3.2 Proposed Bylaws of Liberty Bancorp, Inc.(contained in Exhibit 2)
4 Form of Common Stock Certificate of Liberty Bancorp, Inc.*
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, P.C. regarding
legality of securities being registered*
8.1 Form of Federal Tax Opinion of Luse Lehman Gorman Pomerenk & Schick,
P.C.
8.2 Form of State Tax Opinion**
8.3 Opinion of FinPro, Inc. with respect to Subscription Rights
10.1 Form of Employment Agreement*
10.2 Form of Employee Stock Ownership Plan*
21 Subsidiaries of the Registrant*
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, P.C. (contained in
Opinions included on Exhibits 5 and 8.1)
23.2 Consent of Radics & Co., LLC
23.3 Consent of FinPro, Inc.
24 Power of Attorney (set forth on signature page)
27 EDGAR Financial Data Schedule
99.1 Appraisal Agreement between Axia Federal Savings Bank and FinPro, Inc.*
99.2 Appraisal Report of FinPro, Inc.
99.3 Proxy Statement*
99.4 Marketing Materials
99.5 Order and Acknowledgment Form and Certification Form
* Previously filed.
** To be filed supplementally or by amendment.
LIBERTY BANCORP, INC.
(a Federal Corporation - in Formation)
1,594,475 Shares
(Subject to Increase Up to 1,833,646 Shares)
COMMON STOCK ($1.00 Par Value)
Subscription Price $10.00 Per Share
AGENCY AGREEMENT
----------------
May , 1998
Ryan, Beck & Co., Inc.
220 South Orange Avenue
Livingston, New Jersey 07039-5817
Ladies and Gentlemen:
Liberty Bancorp, Inc., a federal corporation in formation (the "Holding
Company"), Liberty Bancorp, MHC, a federal mutual holding company in formation
(the "MHC") and Axia Federal Savings Bank (the "Association") (collectively, the
"Primary Parties") hereby confirm, jointly and severally their agreement with
Ryan, Beck & Co., Inc. (the "Agent"), as follows:
Section 1. The Offering. The Holding Company is offering up to
1,594,475 shares of common stock, par value $1.00 per share (the "Common Stock")
(subject to an increase up to 1,833,646 shares), in (i) a subscription offering
(the "Subscription Offering"), and, if necessary, (ii) a direct community
offering (the "Direct Community Offering") and (iii) a syndicated community
offering (the "Syndicated Community Offering"), in connection with the
conversion and reorganization of the Association from a mutual savings
association to a stock savings association and wholly-owned subsidiary of the
Holding Company (the "Reorganization"), all pursuant to the Plan of
Reorganization from a Mutual Savings Association to Mutual Holding Company and
Stock Issuance Plan (the "Plan"). References to the Association herein shall
include the Association in its current mutual form or post-Reorganization stock
form as a wholly-owned subsidiary of the Holding Company.
Pursuant to the Plan, the Holding Company will offer and sell shares of
its Common Stock (the "Conversion Shares" or "Shares") in the Subscription
Offering, Direct Community Offering, and Syndicated Community Offering
(collectively, the "Conversion Offerings" or Offering") so that, upon completion
of the Conversion Offerings, the purchasers of Conversion Shares in the
Conversion Offerings will own 47% of the outstanding Common Stock and the MHC
will own 53% of the outstanding Common Stock. The Holding Company will issue the
Shares at a purchase price of $10.00 per share (the "Purchase Price"). If the
number of Conversion Shares is increased or decreased in accordance with the
Plan, the term "Shares" shall mean such greater or lesser number, where
applicable.
In the Subscription Offering, non-transferable rights to subscribe for
between 1,178,525 and 1,594,475 shares (subject to an increase up to 1,833,646
shares) of the Common Stock ("Subscription Rights") will be granted, in the
following priority: (1) the Association's depositors with account balances of
$50.00 or more as of September 30, 1996 ("Eligible Account Holders"); (2) the
Association's tax-qualified Employee Stock Ownership Plan ("ESOP"); (3) the
Association's depositors with account balances of $50.00 or more as of March 31,
1998 ("Supplemental Eligible Account Holders"); and (4) depositors (other than
Eligible Account Holders and Supplemental Eligible Account Holders) and
borrowers of the Association as of the date for determining members entitled to
vote on the approval of the Plan (the "Voting Record Date") (collectively,
"Other Members"), subject to the priorities and purchase limitations set forth
in the Plan. The Holding Company may offer all shares of Common Stock offered
but not subscribed for in the Subscription Offering to members of the general
public, with first preference given to residents of the Association's local
community of the New Jersey counties of Union and Middlesex. In the event a
Direct Community Offering is held, it may be held at any time during or
immediately after the Subscription Offering. Depending on market conditions,
shares not subscribed for in the Subscription Offering or purchased in the
Direct Community Offering may be offered in the Syndicated Community Offering to
eligible members of the general public on a best efforts basis by approved
broker-dealer firms ("Assisting Brokers") which are members of the National
Association of Securities Dealers, Inc. ("NASD").
The Holding Company has filed with the U.S. Securities and Exchange
Commission (the "Commission") a Registration Statement on Form SB-2 (File No.
333-48003) in order to register the Shares under the Securities Act of 1933, as
amended (the "1933 Act"), and has filed such amendments thereto as have been
required to the date hereof (the "Registration Statement"). The prospectus, as
amended, included in the Registration Statement at the time it initially became
effective is hereinafter called the "Prospectus", except that if any prospectus
is filed by the Holding Company pursuant to Rule 424(b) or (c) of the
regulations of the Commission under the 1933 Act differing from the prospectus
included in the Registration Statement at the time it initially becomes
effective, the term "Prospectus" shall refer to the prospectus filed pursuant to
Rule 424(b) or (c) from and after the time said prospectus is filed with the
Commission and shall include any supplements and amendments thereto from and
after their dates of effectiveness or use, respectively.
In connection with the Reorganization, the Association filed with the
Office of Thrift Supervision (the "OTS"), pursuant to Title 12, Parts 575 and
563b of the Code of Federal Regulations (the "MHC Regulations"), a Notice of
Mutual Holding Company Reorganization and Application for Approval of an
Issuance by a Subsidiary of a Mutual Holding Company, including exhibits and the
Prospectus, and has filed amendments thereto as required by the OTS (as so
amended, the "MHC Notice and Application"). The Holding Company filed with the
OTS its application on Form H-(e)1 (the "Holding Company Application") to
acquire the Association under the Home Owners Loan Act and the regulations
promulgated thereunder ("HOLA"). The Association's application with the OTS for
approval of the formation of an interim stock savings bank and the merger of the
interim stock savings bank with and into the Association (the "Merger
Application") was filed as an exhibit to the Holding Company Application. The
MHC Notice and Application and the Holding Company Application (including the
Merger Application) shall collectively be hereinafter referred to as the "OTS
Applications."
<PAGE>
Section 2. Appointment of Agent. Subject to the terms and conditions of
this Agreement, the Primary Parties hereby appoint Agent as their financial
advisor and marketing agent to utilize its best efforts to solicit subscriptions
for the Conversion Shares and to advise and assist the Primary Parties with
respect to the sale of the Conversion Shares in the Conversion Offerings.
On the basis of the representations and warranties of the Primary
Parties contained in, and subject to the terms and conditions of, this Agreement
the Agent accepts such appointment and agrees to consult with and advise the
MHC, the Holding Company and the Association as to the matters set forth in the
letter agreement ("Letter Agreement"), dated February 10, 1998, between the
Association and Agent (a copy of which is attached hereto as Exhibit A). It is
acknowledged by the Primary Parties that the Agent shall not be obligated to
purchase any Shares and shall not be obligated to take any action which is
inconsistent with any applicable law, regulation, decision or order.
Subscriptions for Conversion Shares will be offered by means of order forms as
described in the Prospectus. Except as provided in the last paragraph of this
Section 2, the appointment of the Agent hereunder shall terminate upon
consummation of the Offerings.
If selected broker-dealers are used to assist in the sale of Conversion
Shares in the Syndicated Community Offering, the Primary Parties hereby appoint,
subject to the terms and conditions of this Agreement, Agent to manage such
broker-dealers in this Syndicated Community Offering. On the basis of the
representations and warranties of the Primary Parties contained in, and subject
to the terms and conditions of, this Agreement, Agent accepts such appointment
and agrees to manage the selling group of broker-dealers in the Syndicated
Community Offering.
Agent agrees to make available to the Association, MHC and the Holding
Company for a period of 12 months following the consummation of the
Reorganization its Strategic Advisory Services ("STARS") program. If the
Association elects to participate in the STARS program, the Agent will meet with
the Association at its request and will render general advice on the financial
matters listed in Section 9 of the Letter Agreement (but not including (i) any
in-depth merger and acquisition analyses or studies which are available under
Agent's normal fee schedule, or (ii) advice with respect to a specific
acquisition transaction by, or sale of, the Association or the Holding Company).
If the Association elects to participate in the STARS program, the Agent will
waive the regular retainer fee and hourly charges for the first 18 months of
such participation. The Association would be required, however, to reimburse
Agent for its reasonable out-of-pocket expenses incurred in conjunction with the
performance of these services. Such out-of-pocket expenses include travel, legal
and other miscellaneous expenses. Agent would not be permitted to incur any
single expense in excess of $1,000 pursuant to this paragraph without the prior
approval of the Association. If negotiations for a transaction conducted during
the 12-month participation period result in the execution of a definitive
agreement and/or consummation of a transaction for which Agent customarily would
be entitled to a fee for its advisory or other investment banking services,
Agent shall receive a contingent advisory fee in accordance with the terms of a
separate engagement letter to be entered into with respect to such transaction.
Nothing in this Agreement shall require the Holding Company or the
<PAGE>
Association to obtain such financial advisory services from Agent. After the
completion of such 12-month participation period, if the parties wish to
continue the relationship, a fee will be negotiated and an agreement with
respect to specific advisory services will be entered into at this time.
Section 3. Refund of Purchase Price. In the event that the
Reorganization is not consummated for any reason, including but not limited to
the inability to sell the Conversion Shares during the Offerings (including any
permitted extension thereof), this Agreement shall terminate and any persons who
have subscribed for any of the Conversion Shares shall have refunded to them the
full amount which has been received from such person, together with interest at
the Association's current passbook rate, from the date payment is received as
provided in the Prospectus. Upon termination of this Agreement, neither the
Agent nor the Primary Parties shall have any obligation to the other except that
(i) the Primary Parties shall remain liable for any amounts due pursuant to
Sections 4(a), 8, 10 and 11 hereof, unless the transaction is not consummated
due to the breach by the Agent of a warranty, representation or covenant; and
(ii) the Agent shall remain liable for any amount due pursuant to Sections 10
and 11 hereof, unless the transaction is not consummated due to the breach by
the Primary Parties of a warranty, representation or covenant.
Section 4. Fees. In addition to the expenses specified in Section 8
hereof, as compensation for the Agent's services under this Agreement, the Agent
has received or will receive the following fees from the Primary Parties:
(a) An advisory and administrative services fee in the amount of
$25,000. Such fee has been earned and paid in full. This fee shall be
applied to the fees payable pursuant to subsection (b).
(b) A marketing and advisory fee of $135,000.
(c) A fee not to exceed 5.5% of the aggregate Purchase Price of the
Conversion Shares sold by Assisting Brokers in any Syndicated Community
Offering. The Agent will pay the Assisting Brokers that assist in the
purchase of Conversation Shares in the Syndicated Community Offering a fee
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. Assisting Brokers will not be utilized without
the prior approval of the Primary Parties, and it is agreed that Agent will
manage the Assisting Brokers in the Syndicated Offering.
Section 5. Closing. If the minimum number of Conversion Shares
permitted to be sold in the Reorganization on the basis of the most recently
updated Appraisal (as defined in Section 6(h)) are subscribed for at or before
the termination of the Offerings, and the other conditions to the completion of
the Reorganization are satisfied, the Holding Company agrees to issue the Shares
on the Closing Date (as hereinafter defined) against payment therefor by the
means authorized by the Plan and to deliver certificates evidencing ownership of
the Conversion Shares in such authorized denominations and registered in such
names as may be indicated on the subscription order forms directly to the
purchasers thereof as promptly as practicable after the
<PAGE>
Closing Date. The Closing shall be held at the offices of special counsel to the
Primary Parties, or at such other place as shall be agreed upon among the
Primary Parties and the Agent, at 10:00 a.m. on the business day selected by the
Holding Company which business day shall be no less than two business days
following the giving of prior notice by the Holding Company to the Agent or at
such other time as shall be agreed upon by the Primary Parties and the Agent. At
the Closing, the Primary Parties shall deliver to the Agent in same-day funds
the commissions, fees and expenses owing to the Agent as set forth in Sections 4
and 8 hereof and the opinions required hereby and other documents deemed
reasonably necessary by the Agent shall be executed and delivered to effect the
sale of the Shares as contemplated hereby and pursuant to the terms of the
Prospectus. The Holding Company shall notify the Agent when funds shall have
been received for the minimum number of shares of the Common Stock. The date
upon which the Holding Company shall release the Conversion Shares for delivery
in accordance with the terms hereof is referred to herein as the "Closing Date."
Section 6.A. Representations and Warranties of the Primary Parties. The
Primary Parties jointly and severally represent and warrant to the Agent that:
(a) The Holding Company and the Association have, and as of the
Closing Date, the MHC will have, all such power, authority, authorizations,
approvals and orders as may be required to enter into this Agreement, to
carry out the provisions and conditions hereof and to issue and sell the
Shares as provided herein and as described in the Prospectus. The
consummation of the Reorganization, the execution, delivery and performance
of this Agreement and the consummation of the transactions herein
contemplated have been duly and validly authorized by all necessary
corporate action on the part of the Holding Company and the Association
and, as of the Closing Date, will have been duly and validly authorized by
all necessary action of the part of MHC. This Agreement had been validly
executed and delivered by the Holding Company and the Association and, as
of the Closing Date, this Agreement will be the valid, legal and binding
agreement of the MHC, in each case enforceable in accordance with its
terms, except to the extent, if any, that the provisions of Sections 10 and
11 hereof may be unenforceable as against public policy, and except to the
extent that such enforceability may be limited by bankruptcy laws,
insolvency laws, or other laws affecting the enforcement of creditors'
rights generally, or the rights of creditors of savings institutions
insured by the FDIC (including the laws relating to the rights of the
contracting parties to equitable remedies).
(b) The Plan has been approved by the OTS.
(c) The Registration Statement was declared effective by the
Commission on [ ], 1998; and no stop order has been issued with respect
thereto and no proceedings therefor have been initiated or to the best
knowledge of the Primary Parties threatened by the Commission. At the time
the Registration Statement, including the Prospectus contained therein
(including any amendment or supplement thereto), became effective, the
Registration Statement complied as to form in all material respects with
the 1933 Act and the regulations promulgated thereunder and the
Registration Statement, including the Prospectus contained therein
(including any amendment or supplement thereto), any Blue Sky Application
or any Sales Information (as such terms are defined in Section 10 hereof)
authorized by the Primary Parties for use in connection with the Offerings
did not contain an untrue statement of a material fact or omit to
<PAGE>
state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, and at the time any Rule 424(b) or (c) Prospectus was
filed with the Commission and at the Closing Date referred to in Section 5,
the Registration Statement, including the Prospectus contained therein
(including any amendment or supplement thereto), and any Blue Sky
Application or any Sales Information authorized by the Primary Parties for
use in connection with the Offerings will not contain an untrue statement
of a material fact or omit to state a material fact necessary in order to
make the statements therein, in light of the circumstances under which they
were made, not misleading; provided, however, that the representations and
warranties in this Section 6(c) shall not apply to statements or omissions
made in reliance upon and in conformity with written information furnished
to the Primary Parties by the Agent expressly regarding the Agent for use
under the captions ["Market for the Common Stock" and "The Reorganization
and Offering -- Plan of Distribution and Selling Commissions"] or written
statements or omissions from any sales information or information filed
pursuant to state securities or blue sky laws or regulations regarding the
Agent.
(d) The MHC Notice and Application, including the Prospectus, was
approved by the OTS on February __, 1998; and the Proxy Statement of the
Association relating to the special meeting of the members of the
Association at which the Plan shall be considered for approval by the
Association's eligible voting members (the "Proxy Statement"), was
authorized for use by the Notice and Application, including the Prospectus,
by the OTS (including any amendment or supplement thereto) and at all times
subsequent thereto until the Closing Date, the MHC Notice and Application,
including the Prospectus, did and will comply as to form in all material
respects with the MHC Regulations and any other applicable rules and
regulations of the OTS (except as modified or waived in writing by the
OTS). At the time of the approval of the MHC Notice and Application,
including the Prospectus (including any amendment or supplement thereto),
did not and does not include any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which
they were made, not misleading; provided, however, that representations or
warranties in this subsection (d) shall not apply to statements or
omissions made in reliance upon and in conformity with written information
furnished to the Primary Parties by the Agent expressly regarding the Agent
for use in Prospectus contained in the Application for Conversion under the
captions ["Market for the Common Stock" and "The Reorganization and
Offering -- Plan of Distribution and Selling Commissions"] or written
statements or omissions from any sales information or information filed
pursuant to state securities or blue sky laws or regulations regarding the
Agent.
(e) No order has been issued by the OTS, the Commission, or any state
regulatory authority, preventing or suspending the use of the Prospectus
and no action by or before any such government entity to revoke any
approval, authorization or order of effectiveness related to the
Reorganization is pending or, to the best knowledge of the Primary Parties,
threatened.
(f) The Plan has been duly adopted by the Board of Directors of the
Association. To the best knowledge of the Primary Parties, no person has,
or at the Closing Date will have, sought to obtain review of the final
action of the OTS in approving the Plan, the
<PAGE>
Reorganization, or the OTS Applications, pursuant to the HOLA or any other
statute or regulation.
(g) The Holding Company has filed with the OTS the Holding Company
Application (including the Merger Application) and the OTS has approved of
the Holding Company's acquisition of the Association.
(h) FinPro, Inc., which prepared the appraisal of the aggregate pro
forma market value of the Holding Company and the Association on which the
Offerings were based (the "Appraisal"), has advised the Primary Parties
within the meaning of the Conversion Regulations.
(i) Radics & Co., LLP, which certified the financial statements filed
as part of the Registration Statement and the MHC Notice and Application,
has advised the Primary Parties that it is, with respect to each of the
Primary Parties, an independent certified public accountant within the
meaning of 12 C.F.R. Sections 563c.3 and 571.2(c)(3) and under the 1933 Act
and the Regulations promulgated thereunder.
(j) The financial statements and the notes thereto which are including
in the Registration Statement and which are a part of the Prospectus
present fairly the financial condition and retained earnings of the
Association as of the dates indicated and the results of operations and
cash flows for the periods specified. The financial statements comply in
all material respects with the applicable accounting requirements of Title
12 of the Code of Federal Regulations, Regulation S-X of the Commission and
generally accepted accounting principles ("GAAP") applied on a consistent
basis during the periods presented except as otherwise noted therein, and
present fairly in all material respects the information required to be
stated therein. The other financial, statistical and pro forma information
and related notes included in the Prospectus present fairly the information
shown therein on a basis consistent with the audited and unaudited
financial statements included in the Prospectus, and as to the pro forma
adjustments, the adjustments made therein have been properly applied on the
basis described therein.
(k) Since the respective dates as of which information is given in the
Registration Statement, including the Prospectus; (i) there has not been
any material adverse change in the financial condition or in the earnings,
capital, properties or business affairs of any of the Primary Parties or of
the Primary Parties considered as one enterprise, whether or not arising in
the ordinary course of business; (ii) there has not been any change in
total assets of the Association in an amount greater than $25.0 million,
any material increase in the aggregate amount of loans past due ninety (90)
days or more, or any real estate acquired by foreclosure or loans
characterized as "in substance foreclosure"; nor has the Association issued
any securities or incurred any liability or obligation for borrowings other
than in the ordinary course of business; (iii) there have not been any
material transactions entered into by any of the Primary Parties, other
than those in the ordinary course of business; and (iv) the capitalization,
liabilities, assets, properties and business of the Primary Parties conform
in all material respects to the descriptions thereof contained in the
Prospectus and, none of the Primary Parties has any material liabilities of
<PAGE>
any kind, contingent or otherwise, except as disclosed in Registration
Statement or the Prospectus.
(l) As of the Closing Date, the Holding Company will be a corporation
duly organized and in good standing under the federal laws of the United
States, with corporate power authority to own its properties and to conduct
its business as described in the Prospectus, and will be qualified to
transact business and in good standing in each jurisdiction in which the
conduct of business requires such qualification unless the failure to
qualify in one or more of such jurisdictions would not have a material
adverse effect on the financial condition, earnings, capital, properties or
business affairs of the Primary Parties. As of the Closing Date, the
Holding Company will have obtained all licenses, permits and other
governmental authorizations required for the conduct of its business,
except those that individually or in the aggregate would not materially
adversely affect the financial condition, earnings, capital, assets or
properties of the Primary Parties taken as a whole; and as of the Closing
Date, all such licenses permits and governmental authorizations will be in
full force and effect, and the Holding Company will be in compliance
therewith in all material aspects.
(m) As of the Closing Date, the MHC will be duly organized and will be
validly existing as a federally chartered mutual holding company under the
laws of the United States, duly authorized to conduct its business and own
its property as described in the Registration Statement and the Prospectus;
as of the Closing Date, the MHC will have obtained all licenses, permits
and other governmental authorizations required for the conduct of its
business except those that individually or in the aggregate would not
materially adversely affect the financial condition, earnings, capital,
assets or properties of the Primary Parties taken as a whole; as of the
Closing Date, all such licenses, permits and governmental authorizations
will be in full force and effect and the MHC will be in compliance
therewith in all material respects; as of the Closing Date, the MHC will be
duly qualified as a foreign corporation to transact business in each
jurisdiction in which the failure to be so qualified in one or more of such
jurisdictions would have a material adverse effect on the financial
condition, earnings, capital, assets properties or business of the Primary
Parties.
(n) The MHC does not own any equity securities or any equity interest
in any business enterprise except as described in the Prospectus.
(o) The MHC is not authorized to issue any shares of capital stock.
(p) The Association is duly organized and validly existing federally
chartered savings association in mutual form, duly authorized to conduct
its business as described in the Prospectus; the activities of the
Association are permitted by the rules, regulations and practices of the
OTS; the Association has obtained all licenses, permits and other
governmental authorizations currently required for the conduct of its
business except those that individually or in the aggregate would not
materially adversely affect the financial condition of the Primary Parties
taken as a whole; all such licenses, permits and other governmental
authorizations are in full force and effect and the Association is in good
standing under the laws of the United States and is duly qualified as a
foreign corporation to transact business in each jurisdiction in which
failure to so qualify would have a material adverse effect upon the
financial condition, earnings,
<PAGE>
capital, properties or business affairs of the Association; all of the
issued and outstanding capital stock of the Association after the
Reorganization will be duly and validly issued and fully paid and
nonassessable; and the Holding Company will directly own all of such
capital stock free and clear of any mortgage, pledge, lien, encumbrance,
claim or restriction. The Association does not own equity securities or any
equity interest in any other business enterprise except as otherwise
described in the Prospectus.
(q) The Association is a member of the Federal Home Loan Bank of New
York ("FHLB of New York"); the deposit accounts of the Association are
insured by the FDIC up to applicable limits. Upon consummation of the
Reorganization, the rights of the members of the Association in its mutual
form shall be transferred to MHC in accordance with the Plan and the
requirements of the MHC Regulations.
(r) The Association is not authorized to issue any shares of capital
stock.
(s) Upon consummation of the Reorganization, the authorized, issued
and outstanding equity capital of the Holding Company will be within the
range set forth in the Prospectus under the caption "Capitalization" and,
except for the shares of Common Stock held by MHC, no shares of Common
Stock have been or will be issued and outstanding prior to the Closing
Date; and the shares of Common Stock to be subscribed for in the Offering
have been duly and validly authorized for issuance and, when issued and
delivered by the Holding Company pursuant to the Plan against payment of
the consideration calculated as set forth in the Plan and the Prospectus,
will be duly and validly issued and fully paid and nonassessable; the
issuance of the Shares is not subject to preemptive rights, except for the
Subscription Rights granted pursuant to the Plan; and the terms and
provisions of the shares of Common Stock will conform in all material
respects to the description thereof contained in the Prospectus. Upon
issuance of the Shares, good title to the Shares will be transferred from
the Holding Company to the purchasers of Shares against payment therefor in
the Offering as set forth in the Plan and the Prospectus.
(t) The Association is not, and as of the Closing Date neither the
Holding Company nor the MHC will be, in violation of their respective
articles of incorporation or charter or their respective bylaws, or in
material default in the performance or observance of any obligation,
agreement, covenant, or condition contained in any contract, lease, loan
agreement, indenture or other instrument to which they are a party or by
which they, or any of their respective property, may be bound which would
result in a material adverse change in the condition (financial or
otherwise), earnings, capital, properties or assets. The consummation of
the transactions herein contemplated will not (i) conflict with or
constitute a breach of, or default under, the Articles of Incorporation,,
charter or bylaws of the Association or, as of the Closing Date, the
Holding Company or the MHC, or materially conflict with or constitute a
material breach of, or default under, any material contract, lease or other
instrument to which any of the Primary Parties has a beneficial interest,
or any applicable law, rule, regulation or order that is material to the
financial condition of the Primary Parties on a consolidated basis; (ii)
violate any authorization, approval, judgment, decree, order, statute, rule
or regulation applicable to the Primary Parties except for such violations
which would not have a material adverse effect on the financial condition
and results of operations of the Primary Parties on a consolidated basis;
<PAGE>
or (iii) result in the creation of any material lien, charge or encumbrance
upon any property of the Primary Parties.
(u) No material default exists, and no event has occurred which with
notice or lapse of time, or both, would constitute a material default on
the part of any of the Primary Parties, in the due performance and
observance of any term, covenant or condition of any indenture, mortgage,
deed of trust, note, bank loan or credit agreement or any other material
instrument or agreement to which any of the Primary Parties is a party or
by which any of them or any of their property is bound or affected in any
respect which, in any such case, is material to the Primary Parties
individually or considered as one enterprise, and such agreements are in
full force and effect; and no other party to any such agreements has
instituted or, to the best knowledge of the Primary Parties, threatened any
action or proceeding wherein any of the Primary Parties is alleged to be in
default thereunder under circumstances where such action or proceeding, if
determined adversely to any of the Primary Parties, would have a material
adverse effect upon the Primary Parties individually or considered as one
enterprise.
(v) The Primary Parties have good and marketable title to all assets
which are material to the businesses of the Primary Parties and to those
assets described in the Prospectus as owned by them, free and clear of all
material liens, charges, encumbrances, restrictions or other claims, except
such as are described in the Prospectus or which do not have a material
adverse effect on the businesses of the Primary Parties taken as a whole;
and all of the leases and subleases which are material to the businesses of
the Primary Parties, as described in the Registration Statement or
Prospectus, are in full force and effect.
(w) Except as may be described in the Prospectus, the Primary Parties
are not in material violation of any directive from the OTS, the FDIC, the
Commission or any other agency to make any material change in the method of
conducting their respective businesses; the Primary Parties have conducted
and are conducting their respective businesses so as to comply in all
respects with all applicable statutes and regulations (including, without
limitation, regulations, decisions, directives and orders of the OTS, the
Commission and the FDIC), except where the failure to so comply would not
reasonably be expected to result in any material adverse change in the
financial condition, results of operations, capital, properties or business
affairs of the Primary Parties considered as one enterprise and, except as
set forth in the Prospectus, there is no charge, investigation, action,
suit or proceeding before or by any court, regulatory authority or
governmental agency or body pending or, to the best knowledge any of the
Primary Parties, threatened, which would reasonably be expected to
materially and adversely affect the Reorganization, the performance of this
Agreement, or the consummation of the transactions contemplated in the Plan
as described in the Registration Statement, or which would reasonably be
expected to result in any material adverse change in the financial
condition results of operations, capital, properties or business affairs of
the Primary Parties considered as one enterprise.
(x) Prior to the Closing Date, the Primary Parties will have received
an opinion of their special counsel, Luse Lehman Gorman Pomerenk & Schick
("Luse Lehman"), with respect to the federal income tax consequences of the
Reorganization, as described in the Registration Statement and the
Prospectus, and an opinion from [ ]("[ ]")
<PAGE>
with respect to the tax consequences of the proposed transaction under the
laws of the State of New Jersey; and the facts and representations upon
which such opinions are based are truthful, accurate and complete, and none
of the Primary Parties will take any action inconsistent therewith.
(y) The Association has timely filed all required federal and state
tax returns, has paid all taxes that have become due and payable in respect
of such returns, except where permitted to be extended, has made adequate
reserves for similar future tax liabilities, and, except as disclosed in
the Prospectus, no deficiency has been asserted with respect thereto by any
taxing authority.
(z) No approval, authorization, consent or other order of any
regulatory or supervisory or other public authority is required for the
execution and delivery by the Primary Parties of this Agreement, or the
issuance of the Shares, except for the approval of the OTS and the
Commission (which have been received) and any necessary qualification,
notification, or registration or exemption under the securities or blue sky
laws of the various states in which the Shares are to be offered.
(aa) None of the Primary Parties has: (i) issued any securities within
the last 18 months (except for (a) notes to evidence bank loans or other
liabilities in the ordinary course of business or as described in the
Prospectus, and (b) shares of Common Stock issued to the MHC with respect
to the initial capitalization of the Holding Company); (ii) had any
dealings with respect to sales of securities within the 12 months prior to
the date hereof with any member of the NASD, or any person related to or
associated with such member, other than discussions and meetings relating
to the Offering and purchases and sales of U.S. government and agency and
other securities in the ordinary course of business; (iii) entered into a
financial or management consulting agreement except for the Letter
Agreement and as contemplated hereunder; or (iv) engaged any intermediary
between the Agent and the Primary Parties in connection with the Offering
or the offering of shares of the common stock of the Association, and no
person is being compensated in any manner for such services.
(ab) Neither the Primary Parties nor, to the best knowledge of the
Primary Parties, any employee of the Primary Parties has made any payment
of funds of the Primary Parties as a loan to any person for the purchase of
Conversion Shares, except for the Holding Company's loan to the ESOP the
proceeds of which will be used to purchase Conversion Shares, or has made
any other payment of funds prohibited by law, and no funds have been set
aside to be used for any payment prohibited by law.
(ac) The Association complies in all material respects with the
applicable financial record keeping and reporting requirements of the
Currency and Foreign Transactions Reporting Act of 1970, as amended, and
the regulations and rules thereunder.
(ad) The Primary Parties have not relied upon Agent or its counsel for
any legal, tax or accounting advice in connection with the Reorganization.
<PAGE>
(ae) The records of Eligible Account Holders, Supplemental Eligible
Account Holders and Other Members are accurate and complete in all material
respects.
(af) The Primary Parties comply with all laws, rules and regulations
relating to environmental protection, and none of them has been notified or
is otherwise aware that any of them is potentially liable, or is considered
potentially liable, under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, or any other Federal,
state or local environmental laws and regulations; no action, suit,
regulatory investigation or other proceeding is pending, threatened against
the Primary Parties relating to environmental protection, nor do the
Primary parties have any reason to believe any such proceedings may be
brought against any of them; and no disposal, release or discharge of
hazardous or toxic substances, pollutants or contaminants, including
petroleum and gas products, as any of such terms may be defined under
federal, state or local law, has occurred on, in, at or about any
facilities or properties owned or leased by any of the Primary Parties or,
to the best knowledge of the Association, in which the Association has a
security interest.
(ag) All of the loans represented as assets on the most recent
financial statements or selected financial information of the Association
included in the Prospectus meet or are exempt from all requirements of
federal, state and local law pertaining to lending, including, without
limitation, truth in lending (including the requirements of Regulations Z
and 12 C.F.R. Part 226), real estate settlement procedures, consumer credit
protection, equal credit opportunity and all disclosure laws applicable to
such loans, except for violations which, if asserted, would not result in a
material adverse effect on the financial condition, results of operations
or business of the Primary Parties taken as a whole.
(ah) None of the Primary Parties are required to be registered as an
investment company under the Investment Company Act of 1940.
(ai) As of the date hereof, the charters of the Holding Company and
the MHC have been filed with the OTS, but neither charter is effective or
otherwise in force.
Any certificates signed by an officer of any of the Primary Parties and
delivered to the Agent or its counsel that refer to this Agreement shall be
deemed to be a representation and warranty by the Primary Parties to the Agent
as to the matters covered thereby with the same effect as if such representation
and warranty were set forth herein.
Section 6.B. Representations and Warranties of the Agent. Agent
represents and warrants to the Primary Parties that:
(a) Agent is a corporation and is validly existing in good standing
under the laws of the State of New Jersey with full power and authority to
provide the services to be furnished to the Primary Parties hereunder.
(b) The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly and validly
authorized by all necessary action on the part of Agent, and this Agreement
and is the legal, valid and binding agreement of
<PAGE>
Agent, enforceable in accordance with its terms except as the legality,
validity, binding nature and enforceability thereof may be limited by (i)
bankruptcy, insolvency, moratorium, reorganization, conservatorship,
receivership or other similar laws relating to or affecting the enforcement
of creditors' rights generally, (ii) general equity principles regardless
of whether such enforceability is considered in a proceeding in equity or
at law, and (iii) the extent, if any, that the provisions of Sections 10 or
11 hereof may be unenforceable as against public policy.
(c) Except for licenses, approvals and permits required by the [State
of Arkansas] or required by the another jurisdiction solely because the
Offering is being made in such jurisdiction, each of Agent and its
employees, agents and representatives who shall perform any of the services
hereunder shall have, and until the Reorganization is completed or
terminated shall maintain all licenses, approvals and permits necessary to
perform such services.
(d) No action, suit, charge or proceeding before the Commission, the
NASD, any state securities commission or any court is pending, or to the
knowledge of Agent threatened, against Agent which, if determined adversely
to Agent, would have a material adverse effect upon the ability of Agent to
perform its obligations under this Agreement.
(e) Agent is registered as a broker/dealer pursuant to Section 15(b)
of the 1934 Act and is a member of the National Association of Securities
Dealers, Inc.
(f) Any funds received in the Offering by the Agent will be handled by
the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent
applicable.
Section 7. Covenants of the Primary Parties. The Primary Parties hereby
jointly and severally covenant with the Agent as follows:
(a) The Holding Company will not, at any time after the date the
Registration Statement is declared effective, file any amendment or
supplement to the Registration Statement without providing the Agent and
its counsel an opportunity to review such amendment or file any amendment
or supplement to which amendment the Agent or its counsel shall reasonably
object.
(b) The Primary Parties will not, at any time after the date any OTS
Application is approved, file any amendment or supplement to such OTS
Application without providing the Agent and its counsel an opportunity to
review such amendment or supplement or file any amendment or supplement to
which amendment or supplement the Agent or its counsel shall reasonably
object.
(c) The Primary Parties will use their best efforts to cause the OTS
to approve the Holding Company's acquisition of the Association, and will
use their best efforts to cause any post-effective amendment to the
Registration Statement to be declared effective by the Commission and any
post-effective amendment to the OTS Applications to be approved by the OTS,
and will immediately upon receipt of any information concerning the events
listed below notify the Agent (i) when the Registration Statement, as
amended, has become effective; (ii) when the MHC Notice and Application, as
amended, has been approved by the OTS; (iii) when
<PAGE>
the Holding Company Application, as amended, has been approved by the OTS;
(iv) when the Merger Application has been approved by the OTS; (v) of the
receipt of any comments from the Commission, the OTS, or any other
governmental entity with respect to the Reorganization or the transactions
contemplated by this Agreement; (vi) of any request by the Commission, the
OTS, any other governmental entity for any amendment or supplement to the
Registration Statement or the OTS Applications or for additional
information; (vii) of the issuance by the Commission, the OTS, or any other
governmental agency of any order or other action suspending the Offerings
or the use of the Registration Statement or the Prospectus or any other
filing of the Primary Parties under the Conversion Regulations or other
applicable law, or the threat of any such action; (viii) of the issuance by
the Commission, the OTS, the FDIC or any state authority of any stop order
suspending the effectiveness of the Registration Statement or of the
initiation or threat of initiation or threat of any proceedings for that
purpose; or (ix) of the occurrence of any event mentioned in paragraph (f)
below. The Primary Parties will make every reasonable effort to prevent the
issuance by the Commission, the OTS, the FDIC or any state authority of any
order referred to in (vii) and (viii) above and, if any such order shall at
any time be issued, to obtain the lifting thereof at the earliest possible
time.
(d) The Primary Parties will deliver to the Agent and to its counsel
conformed copies of each of the following documents, with all exhibits:
each of the OTS Applications as originally filed and of each amendment or
supplement thereto, and the Registration Statement, as originally filed and
each amendment thereto. Further, the Primary Parties will deliver such
additional copies of the foregoing documents to counsel to the Agent as may
be required for any NASD filings. In addition, the Primary Parties will
also deliver to the Agent such number of copies of the Prospectus, as
amended or supplemented, as the Agent may reasonably request.
(e) The Primary Parties will comply in all material respects with any
and all terms, conditions, requirements and provisions with respect to the
Reorganization and the transactions contemplated thereby imposed by the
Commission, by applicable state law and regulations, and by the 1933 Act,
the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the
rules and regulations of the Commission promulgated under such statutes, to
be complied with prior to or subsequent to the Closing Date; and when the
Prospectus is required to be delivered, the Primary Parties will comply in
all material respects, at their own expense, with all material requirements
imposed upon them by the OTS, the Conversion Regulations (except as
modified or waived in writing by the OTS), the Commission, by applicable
state law and regulations and by the 1933 Act, the 1934 Act and the rules
and regulations of the Commission promulgated under such statutes, in each
case as from time to time in force, so far as necessary to permit the
continuance of sales or dealing in shares of Common Stock during such
period in accordance with the provisions hereof and the Prospectus.
(f) Each of the Primary Parties will inform the Agent of any event or
circumstances of which it is or becomes aware as a result of which the
Registration Statement and/or Prospectus, as then supplemented or amended,
would include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein not
misleading. If it is necessary, in the reasonable opinion of counsel for
the Primary Parties, to amend or supplement the Registration Statement or
the Prospectus in order to correct such untrue statement of a material fact
or to make the statements therein not misleading in light of the
<PAGE>
circumstances existing at the time of their use, the Primary Parties will,
at their expense, prepare, file with the Commission and the OTS, and
furnish to the Agent, a reasonable number of copies of an amendment or
amendments of, or a supplement or supplements to, the Registration
Statement and the Prospectus (in form and substance reasonably satisfactory
to counsel for the Agent after a reasonable time for review) which will
amend or supplement the Registration Statement and/or the Prospectus so
that as amended or supplemented it will not contain an untrue statement of
a material fact or omit to state a material fact necessary in order to make
the statements therein, in light of the circumstances existing at the time,
not misleading. For the purpose of this subsection, each of the Primary
Parties will furnish such information with respect to itself as the Agent
may from time to time reasonably request.
(g) Pursuant to the terms of the Plan, the Holding Company will
endeavor in good faith, in cooperation with the Agent, to register or to
qualify the Shares for offering and sale or to exempt such Shares from
registration and to exempt the Holding Company and its officers, directors
and employees from registration as broker-dealers, under the applicable
securities laws of the jurisdictions in which the Offering will be
conducted; provided, however, that the Holding Company shall not be
obligated to file any general consent to service of process or to qualify
to do business in any jurisdiction in which it is not so qualified. In each
jurisdiction where any of the Shares shall have been registered or
qualified as above provided, the Holding Company will make and file such
statements and reports in each year as are or may be required by the laws
of such jurisdictions.
(h) The Holding Company will not sell or issue, contract to sell or
otherwise dispose of, for a period of 90 days after the date hereof,
without the Agent's prior written consent, which consent shall not be
unreasonably withheld, any shares of Common Stock other than in connection
with any plan or arrangement described in the Prospectus.
(i) For the period of three years from the date of this Agreement, the
Holding Company will furnish to the Agent upon request (i) a copy of each
report of the Holding Company furnished to or filed with the Commission
under the 1934 Act or any national securities exchange or system on which
any class of securities of the Holding Company is listed or quoted, (ii) a
copy of each report of the Holding Company mailed to holders of Common
Stock or non-confidential report filed with the Commission or the OTS or
any other supervisory or regulatory authority or any national securities
exchange or system on which any class of the securities of the Holding
Company is listed or quoted, and (iii) from time-to-time, such other
publicly available information concerning the Primary Parties as the Agent
may reasonably request.
(j) The Primary Parties will use the net proceeds from the sale of the
Common Stock in the manner set forth in the Prospectus under the caption
"Use of Proceeds."
(k) The Holding Company and the Association will distribute the
Prospectus or other offering materials in connection with the offering and
sale of the Common Stock only in accordance with the Conversion
Regulations, the 1933 Act and the 1934 Act and the rules and regulations
promulgated under such statutes, and the laws of any state in which the
shares are qualified for sale.
<PAGE>
(l) Prior to the Closing Date, the Holding Company shall register its
Common Stock under Section 12(g) of the 1934 Act. The Holding Company shall
maintain the effectiveness of such registration for not less than three
years or such shorter period as permitted by the OTS.
(m) For so long as the Common Stock is registered under the 1934 Act,
the Holding Company will furnish to its stockholders as soon as practicable
after the end of each fiscal year such reports and other information as are
required to be furnished to its stockholders under the 1934 Act (including
consolidated financial statements of the Holding Company and its
subsidiaries, certified by independent public accountants).
(n) The Holding Company will comply with the provisions of Rule 158 of
the 1933 Act.
(o) The Holding Company will file with the Commission within the
required time period, such reports on Form SR as may be required pursuant
to Rule 463 under the 1933 Act.
(p) The Primary Parties will maintain appropriate arrangements for
depositing all funds received from persons mailing subscriptions for or
orders to purchase Conversion Shares on an interest bearing basis at the
rate described in the Prospectus until the Closing Date and satisfaction of
all conditions precedent to the release of the Holding Company's obligation
to refund payments received from persons subscribing for or ordering
Conversion Shares in the Conversion Offerings, in accordance with the Plan
as described in the Prospectus, or until refunds of such funds have been
made to the persons entitled thereto or withdrawal authorizations canceled
in accordance with the Plan and as described in the Prospectus. The Primary
Parties will maintain such records of all funds received to permit the
funds of each subscriber to be separately insured by the FDIC (to the
maximum extent allowable) and to enable the Primary Parties to make the
appropriate refunds of such funds in the event that such refunds are
required to be made in accordance with the Plan and as described in the
Prospectus.
(q) Prior to the Closing Date, the MHC and the Holding Company will
each register as a savings and loan holding company under the HOLA.
(r) The Primary Parties will take such actions and furnish such
information as are reasonably requested by the Agent in order for the Agent
to ensure compliance with the "Interpretation of the Board of Governors of
the NASD on Free Riding and Withholding."
(s) The Primary Parties will conduct their businesses in compliance in
all material respects with all applicable federal and state laws, rules,
regulations, decisions, directives and orders including, all decisions,
directives and orders of the Commission, the OTS and the FDIC.
(t) The Primary Parties will not amend the Plan without notifying the
Agent prior thereto.
<PAGE>
(u) The Holding Company shall provide the Agent with any information
necessary to carry out the allocation of the Conversion Shares in the event
of an oversubscription, and such information shall be accurate and reliable
in all material respects.
(v) The Holding Company will not deliver the Shares until the Primary
Parties have satisfied or caused to be satisfied each condition set forth
in Section 9 hereof, unless such condition is waived in writing by the
Agent.
(w) Upon completion of the sale by the Holding Company of the Shares
contemplated by the Plan and the Prospectus, (i) the MHC shall have been
formed pursuant to the Plan and shall own at all times more than 50% of the
issued and outstanding shares of Common Stock, (ii) all of the issued and
outstanding shares of capital stock of the Association shall be owned by
the Holding Company, (iii) the Holding Company shall have no direct
subsidiaries other than the Association, and (iv) the Reorganization shall
have been effected in accordance with all applicable statutes, regulations,
decisions and orders; and all terms, conditions, requirements and
provisions with respect to the Reorganization (except those that are
conditions subsequent) imposed by the Commission, the OTS or any other
governmental agency, if any, shall have been complied with by the Primary
Parties in all material respects or appropriate waivers shall have been
obtained and all notice and waiting periods shall have been satisfied,
waived or elapsed.
(x) Prior to the Closing Date, the Plan shall have been approved by
the eligible voting members of the Association in accordance with the
Conversion Regulations and the provisions of the Association's charter and
bylaws.
(y) As of the Closing Date, the Primary Parties shall have completed
all conditions precedent to the Reorganization in accordance with the Plan
and shall have complied in all material respects with applicable laws,
regulations (except as modified or waived in writing by the OTS), decisions
and orders, including all terms, conditions, requirements and provisions
precedent to the Reorganization imposed upon it by the OTS as set forth in
correspondence received from the OTS.
(z) On or before the Closing Date, the Primary Parties will have
completed all conditions precedent to the Reorganization specified in the
Plan and the offer and sale of the Shares will have been conducted in all
material respects in accordance with the Plan, the Conversion Regulations
(except as modified or waived in writing by the OTS) and with all other
applicable laws, regulations, decisions and orders, including all terms,
conditions, requirements and provisions precedent to the Reorganization
imposed upon any of the Primary Parties by the OTS, the Commission or any
other regulatory authority and in the manner described in the Prospectus.
Section 8. Payment of Expenses. Whether or not the Reorganization is
completed or the sale and exchange of the Shares by the Holding Company is
consummated, the Primary Parties will pay for all expenses incident to the
performance of this Agreement, including without limitation: (a) the preparation
and filing of the OTS Applications; (b) the preparation, printing, filing,
<PAGE>
delivery and shipment of the Registration Statement, including the Prospectus,
and all amendments and supplements thereto; (c) all filing fees and expenses in
connection with the qualification or registration of the Shares for offer and
sale by the Holding Company or the Association under the securities or "blue
sky" laws, including without limitation filing fees, reasonable legal fees and
disbursements of counsel in connection therewith, and in connection with the
preparation of a blue sky law survey; (d) the filing fees of the NASD; and (e)
the reasonable expenses of the Agent. Notwithstanding the foregoing, the Primary
Parties shall not be required to reimburse Agent for more than $25,000 in legal
fees (other than such fees as shall be related to "blue sky" matters) and
$10,000 in non-legal out-of-pocket expenses, except in the event of any material
delay in the Offering that would require an update of the financial information
in tabular form contained in the Registration Statement, as amended or
supplemented, to reflect a period later than that set forth in the original
Registration Statement. Not later than three days prior to the Closing Date, the
Agent will provide the Association with a detailed accounting of all
reimbursable expenses to be paid at the Closing.
Section 9. Conditions to the Agent's obligations. The obligations of
the Agent hereunder and the occurrence of the Closing and the Reorganization are
subject to the condition that all representations and warranties and other
statements of the Primary Parties herein contained are, at and as of the
commencement of the Offering and at and as of the Closing Date, true and
correct, the condition that the Primary Parties shall have performed all of
their obligations hereunder to be performed on or before such dates and to the
following further conditions:
(a) The Registration Statement shall have been declared effective by
the Commission and the MHC Notice and Application approved by the OTS prior
to the commencement of the Offering, the Holding Company Application shall
have been approved, and no stop order or other action suspending the
effectiveness of the Registration Statement shall have been issued under
the 1933 Act or proceedings therefor initiated or, to any of the Primary
Parties' best knowledge, threatened by the Commission or any state
authority and no order or other action suspending the authorization for use
of the Prospectus or the consummation of the Reorganization shall have been
issued or proceedings therefor initiated or, to any of the Primary Parties'
best knowledge, threatened by the OTS, the Commission, or any other
governmental body.
(b) At the Closing Date, the Agent shall have received:
(1) The favorable opinion, dated as of the Closing Date, of Luse
Lehman, in form and substance satisfactory to counsel for the Agent to
the effect that:
(i) The Holding Company is a corporation duly organized and
validly existing and in good standing under the federal laws of
the United States of America, with corporate power and authority
to own its properties and to conduct its business as described in
the Prospectus, and is duly qualified to transact business and is
in good standing in each jurisdiction in which the conduct of its
business requires such qualification and in which the failure to
qualify would have a material adverse effect on the financial
condition, earnings, capital, properties or business affairs of
the Primary Parties.
<PAGE>
(ii) The Association is a duly organized and validly
existing federally chartered mutual savings association with full
power and authority to own its properties and to conduct its
business as described in the Prospectus and to enter into this
Agreement and perform its obligations hereunder; the activities
of the Association as described in the Prospectus are permitted
by the rules, regulations and practices of the OTS; the issuance
and sale of the capital stock of the Association to the Holding
Company in the Reorganization has been duly and validly
authorized by all necessary corporate action on the part of the
Holding Company and the Association and, upon payment therefor in
accordance with the terms of the Plan, will be validly issued,
fully paid and nonassessable; and will be owned of record and
beneficially by the Holding Company, free and clear of any
mortgage, pledge, lien, encumbrance, claim or restriction.
(iii) The Association is a member of the FHLB of New York
and the Association is an insured depository institution under
the provisions of the Federal Deposit Insurance Act, as amended,
and to such counsel's knowledge no proceedings for the
termination or revocation of such insurance are pending or
threatened.
(iv) The MHC has been duly organized and is validly existing
as a federally chartered mutual holding company, duly authorized
to conduct its business and own its properties as described in
the Registration Statement and Prospectus.
(v) Upon consummation of the Reorganization, (a) the
authorized, issued and outstanding capital stock of the Holding
Company will be within the range set forth in the Prospectus
under the caption "Capitalization," and no shares of Common Stock
have been or will be issued and outstanding prior to the Closing
Date (except for the shares issued to the MHC upon incorporation
of the Holding Company); (b) the shares of Common Stock of the
Holding Company issued to the MHC will have been duly and validly
authorized for issuance and will be fully paid and nonassessable;
(c) the shares of Common Stock of the Holding Company to be
subscribed for in the Offering will have been duly and validly
authorized for issuance, and when issued and delivered by the
Holding Company pursuant to the Plan against payment of the
consideration calculated as set forth in the Plan, will be fully
paid and nonassessable; and (d) the issuance of the shares of
Common Stock is not subject to preemptive rights under the
charter, articles of incorporation or bylaws of any of the
Primary Parties, or arising or outstanding by operation of law
or, to the best knowledge of such counsel, under any contract,
indenture, agreement, instrument or other document, except for
the subscription rights under the Plan.
(vi) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of
the Primary Parties; and this Agreement constitutes a valid,
legal and binding obligation of each of the Primary Parties,
enforceable in accordance with its terms, except to the extent
that the provisions of Sections 10 and 11 hereof may be
unenforceable as against public policy, and except to the extent
that such enforceability may be limited by bankruptcy laws,
insolvency laws, or other laws affecting the enforcement of
<PAGE>
creditors' rights generally, or the rights of creditors of
savings institutions insured by the FDIC (including the laws
relating to the rights of the contracting parties to equitable
remedies).
(vii) The Plan has been duly adopted by the board of
directors of the Association and by the members of the
Association, in the manner required by the MHC Regulations and
the Association's respective charter and bylaws.
(viii) The OTS Applications have been approved by the OTS
and the Prospectus and the Proxy Statement have been authorized
for use by the OTS, and subject to the satisfaction of any
conditions set forth in such OTS approvals, no further approval,
registration, authorization, consent or other order of any
federal or state regulatory agency, public board or body is
required in connection with the execution and delivery of this
Agreement, the offer, sale and issuance of the Shares and the
consummation of the Reorganization.
(ix) The purchase by the Holding Company of all of the
issued and outstanding capital stock of the Association has been
authorized by the OTS and no action has been taken, or, to such
counsel's knowledge, is pending or threatened, to revoke any such
authorization or approval.
(x) The Registration Statement has become effective under
the 1933 Act, no stop order suspending the effectiveness of the
Registration Statement has been issued, and, to the best of such
counsel's knowledge, no proceedings for that purpose have been
instituted or threatened.
(xi) The material tax consequences of the Reorganization are
set forth in the Prospectus under the caption ["The
Reorganization and Offering -- Tax Effects of the
Reorganization."] The information in the Prospectus under the
caption ["The Reorganization and Offering -- Tax Effects of the
Reorganization"] has been reviewed by such counsel and fairly
describes such opinions rendered by such counsel and [local tax
counsel] to the Primary Parties with respect to such matters.
(xii) The terms and provisions of the shares of Common Stock
conform to the description thereof contained in the Registration
Statement and the Prospectus and such description describes in
all material respects the rights of the holders thereof; the
information in the Prospectus under the captions ["Restrictions
on the Acquisition of the Company and the Bank -- Absence of
Cumulative Voting" and "-- Authorization of Preferred Stock,"
"Restrictions on the Acquisition of the Company" and "Description
of Capital Stock of the Company,"] to the extent that they
constitute matters of law or legal conclusions, has been prepared
by such counsel and is accurate in all material respects; and the
forms of certificates proposed to be used to evidence the shares
of Common Stock are in due and proper form.
(xiii) At the time the MHC Notice and Application was
approved, the MHC Notice and Application (as amended or
supplemented) including the Prospectus contained therein,
complied as to form in all material respects with the
requirements of the MHC Regulations and all applicable laws,
rules and regulations and decisions and orders of the OTS, except
<PAGE>
as modified or waived in writing by the OTS (other than the
financial statements, notes to financial statements, financial
tables and other financial and statistical data included therein
and the appraisal valuation as to which counsel need express no
opinion). To such counsel's knowledge, no person has sought to
obtain regulatory or judicial review of the final action of the
OTS approving the OTS Applications.
(xiv) At the time that the Registration Statement became
effective the Registration Statement, including the Prospectus
contained therein (as amended or supplemented) (other than the
financial statements, notes to financial statements, financial
tables or other financial and statistical data included therein
and the appraisal valuation as to which counsel need express no
opinion), complied as to form in all material respects with the
requirements of the 1933 Act and the rules and regulations
promulgated thereunder.
(xv) To the best of such counsel's knowledge, there are no
legal or governmental proceedings pending, or threatened (i)
asserting the invalidity of this Agreement or (ii) seeking to
prevent the Reorganization or the offer, sale or issuance of the
Shares.
(xvi) The information in the Prospectus under the captions
"Regulation," "Taxation," and "The Reorganization and Offering,"
to the extent that it constitutes matters of law, summaries of
legal matters, documents or proceedings, or legal conclusions,
has been prepared by such counsel and is accurate in all material
respects (except as to the financial statements and other
financial data included therein as to which such counsel need
express no opinion).
(xvii) None of the Primary Parties are required to be
registered as an investment company under the Investment Company
Act of 1940.
(xviii) The Association has duly adopted a federal stock
charter and bylaws effective upon consummation of the
Reorganization, and none of the Primary Parties is in violation
of its articles of incorporation or its charter, as the case may
be, or its bylaws or, to the best of such counsel's knowledge,
any material obligation, agreement, covenant or condition
contained in any material contract, indenture, mortgage, loan
agreement, note, lease or other instrument filed as an exhibit
to, or incorporated by reference in, the Registration Statement,
which violation would have a material adverse effect on the
financial condition of the Primary Parties considered as one
enterprise, or on the earnings, capital, properties or business
affairs of the Primary Parties considered as one enterprise. In
addition, the execution and delivery of and performance under
this Agreement by the Primary Parties, the incurrence of the
obligations set forth herein and the consummation of the
transactions contemplated herein will not result in any material
violation of the provisions of the articles of incorporation or
charter, as the case may be, or the bylaws of any of the Primary
Parties or any material violation of any applicable law, act,
regulation, or to such counsel's knowledge, order or court order,
writ, injunction or decree.
The opinion may be limited to matters governed by the laws of the
United States and the State of New Jersey. In rendering such opinion, such
counsel may rely (A) as to matters involving the application of laws of any
jurisdiction other than the United States, to the extent such counsel deems
<PAGE>
proper and specified in such opinion, upon the opinion of other counsel of good
standing, as long as such other opinion indicates that the Agent may rely on the
opinion, and (B) as to matters of fact, to the extent such counsel deems proper,
on certificates of responsible officers of the Primary Parties and public
officials; provided copies of any such opinion(s) or certificates of public
officials are delivered to Agent together with the opinion to be rendered
hereunder by special counsel to the Primary Parties. The opinion of such counsel
for the Primary Parties shall state that it has no reason to believe that the
Agent is not justified in relying thereon.
(2) The letter of Luse Lehman in form and substance to the effect that
during the preparation of the Registration Statement and the Prospectus,
Luse Lehman participated in conferences with certain officers of and other
representatives of the Primary Parties, counsel to the Agent,
representatives of the independent public accountants for the Primary
Parties and representatives of the Agent at which the contents of the
Registration Statement and the Prospectus and related matters were
discussed and has considered the matters required to be stated therein and
the statements contained therein and, although (without limiting the
opinions provided pursuant to Section 9(b)(1)) Luse Lehman has not
independently verified the accuracy, completeness or fairness of the
statements contained in the Registration Statement and Prospectus, on the
basis of the foregoing, nothing has come to the attention of Luse Lehman
that caused Luse Lehman to believe that the Registration Statement at the
time it was declared effective by the SEC and as of the date of such
letter, contained or contains any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading (it being understood that
counsel need express no comment or opinion with respect to the financial
statements, schedules and other financial and statistical data included, or
statistical or appraisal methodology employed, in the Registration
Statement or Prospectus).
(3) The favorable opinion, dated as of the Closing Date, of McCarter &
English, LLP, counsel for the Agent, with respect to such matters as the
Agent may reasonably require; such opinion may rely, as to matters of fact,
upon certificates of officers and directors of the Primary Parties
delivered pursuant hereto or as such counsel may reasonably request.
(c) Concurrently with the execution of this Agreement, the Agent
shall receive a letter from Radics & Co., LLP, dated the date hereof
and addressed to the Agent, such letter confirming that Radics & Co.,
LLP is a firm of independent public accountants within the meaning of
the Code of Professional Ethics of the American Institute of Certified
Public Accountants, the 1933 Act and the regulations promulgated
thereunder and 12 C.F.R. Section 571.2(c)(3), and no information
concerning its relationship with or interests in the Primary Parties
is required by the OTS Applications or [Item 10] of the Registration
Statement, and stating in effect that in Radics & Co., LLP's opinion
the financial statements of the Association included in the Prospectus
comply as to form in all material respects with the applicable
accounting requirements of the 1933 Act, the 1934 act and the related
published rules and regulations of the Commission thereunder and the
Conversion Regulations and generally accepted accounting principles
consistently applied; (ii) stating in effect that, on the basis of
certain agreed upon procedures (but not an audit examination in
accordance with generally accepted auditing standards) consisting of a
<PAGE>
reading of the latest available unaudited interim financial statements
of the Association prepared by the Association, a reading of the
minutes of the meetings of the Board of Directors of the Association
and the members of the Association, a review of interim financial
information in accordance with Statement on Auditing Standards No. 71,
and consultations with officers of the Association responsible for
financial and accounting matters, nothing came to their attention
which caused them to believe that: (A) such unaudited financial
statements, including recent developments, if any, are not in
conformity with generally accepted accounting principles applied on a
basis substantially consistent with that of the audited financial
statements included in the Prospectus; or (B) during the period from
the date of the latest unaudited consolidated financial statements
included in the Prospectus to a specified date not more than three
business days prior to the date hereof, there was any increase in
borrowings (defined as advances from the FHLB of New York, securities
sold under agreements to repurchase and any other form of debt other
than deposits) of any of the Primary Parties or in nonperforming loans
of the Association; or (C) there was any decrease in retained earnings
of the Association at the date of such letter as compared with amounts
shown in the latest unaudited statement of condition included in the
Prospectus or there was any decrease in net income or net interest
income of the Association for the number of full months commencing
immediately after the period covered by the latest unaudited income
statement included in the Prospectus and ended on the latest month end
prior to the date of the Prospectus or in such letter as compared to
the corresponding period in the preceding year; and (iii) stating
that, in addition to the audit examination referred to in its opinion
included in the Prospectus and the performance of the procedures
referred to in clause (ii) of this subsection (c), they have compared
with the general accounting records of the Primary Parties, which are
subject to the internal controls of the accounting system of the
Primary Parties and other data prepared by the Primary Parties
directly from such accounting records, to the extent specified in such
letter, such amounts and/or percentages set forth in the Prospectus as
the Agent may reasonably request, and they have found such amounts and
percentages to be in agreement therewith (subject to rounding).
(d) At the Closing Date, the Agent shall receive a letter from
Radics & Co., LLP dated the Closing Date, addressed to the Agent,
confirming the statements made by its letter delivered by it pursuant
to subsection (c) of this Section 9, the "specified date" referred to
in clause (ii)(B) thereof to be a date specified in such letter, which
shall not be more than three business days prior to the Closing Date.
(e) At the Closing Date, counsel to the Agent shall have been
furnished with such documents and opinions as counsel for the Agent
may require for the purpose of enabling them to advise the Agent with
respect to the issuance and sale of the Common Stock as herein
contemplated and related proceedings, or in order to evidence the
accuracy of any of the representations and warranties, or the
fulfillment of any of the conditions herein contained.
(f) At the Closing Date, the Agent shall receive a certificate of
the Chief Executive Officer and Chief Financial Officer of each of the
Primary Parties, dated the Closing Date, to the effect that: (i) they
have examined the Prospectus and at the time the Prospectus became
authorized for final use, the Prospectus did not contain an untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; (ii) there
has not been, since the respective dates as of which information is
<PAGE>
given in the Prospectus, any material adverse change in the financial
condition or in the earnings, capital, properties, business prospects
or business affairs of the Primary Parties, considered as one
enterprise, whether or not arising in the ordinary course of business;
(iii) the representations and warranties contained in Section 6 of
this Agreement are true and correct with the same force and effect as
though made at and as of the Closing Date; (iv) the Primary Parties
have complied in all material respects with all material agreements
and satisfied all conditions on its part to be performed or satisfied
at or prior to the Closing Date including the conditions contained in
this Section 9; (v) no stop order has been issued or, to the best of
their knowledge, is threatened, by the Commission or any other
governmental body; (vi) no order suspending the Offering, the
Reorganization, the acquisition of all of the shares of the
Association by the Holding Company, the acquisition by the MHC of
shares of the Common Stock or the effectiveness of the Prospectus has
been issued and to the best of their knowledge, no proceedings for any
such purpose have been initiated or threatened by the OTS, the
Commission, or any other federal or state authority; (vii) to the best
of their knowledge, no person has sought to obtain regulatory or
judicial review of the action of the OTS in approving the Plan or to
enjoin the Reorganization.
(g) At the Closing Date, the Agent shall receive a letter from
FinPro, Inc., dated as of the Closing Date, (i) confirming that said
firm is independent of the Primary Parties and is experienced and
expert in the area of corporate appraisals within the meaning of the
Conversion Regulations, (ii) stating in effect that the Appraisal
complies in all material respects with the applicable requirements of
the Conversion Regulations, and (iii) further stating that its opinion
of the aggregate pro forma market value of the Primary Parties, as
converted, expressed in the Appraisal as most recently updated,
remains in effect.
(h) None of the Primary Parties shall have sustained, since the
date of the latest audited financial statements included in the
Registration Statement and Prospectus, any material loss or
interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise
than as set forth in the Registration Statement and the Prospectus,
and since the respective dates as of which information is given in the
Registration Statement and the Prospectus, there shall not have been
any material change, or any development involving a prospective
material change in, or affecting the general affairs of, management,
financial position, retained earnings, long-term debt, stockholders'
equity or results of operations of any of the Primary Parties,
otherwise than as set forth or contemplated in the Registration
Statement and the Prospectus, the effect of which, in any such case
described above, is in the Agent's reasonable judgment sufficiently
material and adverse as to make it impracticable or inadvisable to
proceed with the Offering or the delivery of the Shares on the terms
and in the manner contemplated in the Prospectus.
(i) Prior to and at the Closing Date: (i) there shall have been
no material transaction entered into by the Primary Parties,
considered as one enterprise, from the latest date as of which the
financial condition of the Primary Parties is set forth in the
Prospectus, other than transactions referred to or contemplated
therein; none of the Primary Parties shall have received from the OTS
or the FDIC any direction (oral or written) to make any material
change in the method of conducting their business with which it has
not complied in all material respects (which direction, if any, shall
have been disclosed to the Agent) and which would reasonably be
<PAGE>
expected to have a material and adverse effect on the condition
(financial or otherwise) or on the earnings, capital, properties or
business affairs of the Primary Parties considered as one enterprise;
(iii) none of the Primary Parties shall have been in default (nor
shall an event have occurred which, with notice or lapse of time or
both, would constitute a default) under any provision of any agreement
or instrument relating to any material outstanding indebtedness; (iv)
no action, suit or proceeding, at law or in equity or before or by any
federal or state commission, board or other administrative agency,
shall be pending or, to the knowledge of the Primary Parties,
threatened against any of the Primary Parties or affecting any of
their properties wherein an unfavorable decision, ruling or finding
would reasonably be expected to have a material and adverse effect on
the financial condition or on the earnings, capital, properties or
business affairs of the Primary Parties, considered as one enterprise;
and (vi) the Shares have been qualified or registered for offering and
sale under the securities or "blue sky" laws of the jurisdictions
requested by the Agent.
(j) At or prior to the Closing Date, the Agent shall receive (i)
a copy of the letter from the OTS authorizing the use of the
Prospectus and approving the MHC Notice and Application, (ii) a copy
of the order from the Commission declaring the Registration Statement
effective, (iii) a copy of a certificate of existence for the
Association , (iv) a certificate & or other writing, in form and
substance reasonably satisfactory to Agent evidencing the valid
existence, from the appropriate federal authority of the Holding
Company as of the Closing Date, (v) a copy of the letter from the OTS
approving the Holding Company Application, (vi) a certificate from the
FDIC evidencing the Association's insurance of accounts, (vii) a
certificate of the FHLB of New York evidencing the Association's
membership therein, (viii) a certificate or other writing from the
OTS, in form and substance reasonably satisfactory to Agent,
evidencing the valid existence of the MHC as of the Closing Date, (ix)
a copy of the letters from the OTS approving the Merger Application
and (x) any other documents that Agent shall reasonably request.
(k) Subsequent to the date hereof, there shall not have occurred
any of the following: (i) a suspension or limitation in trading in
securities generally on the New York Stock Exchange or American Stock
Exchange or in the over-the-counter market, or quotations halted
generally on the Nasdaq Stock Market, or minimum or maximum prices for
trading have been fixed, or maximum ranges for prices for securities
have been required by either of such exchanges or the NASD or by order
of the Commission or any other governmental authority other than
temporary trading halts (A) imposed as a result of intraday changes in
the Dow Jones Industrial Average, (B) lasting no longer than until the
regularly scheduled commencement of trading on the next succeeding
business-day, and (C) which, when combined with all other such halts
occurring during the previous five business days, total less than
three; (ii) a general moratorium on the operations of commercial banks
or other federally-insured financial institutions or general
moratorium on the withdrawal of deposits from commercial banks or
other federally-insured financial institutions declared by either
federal or state authorities; (iii) the engagement by the United
States in hostilities which have resulted in the declaration, on or
after the date hereof, of a national emergency or war; or (iv) a
material decline in the price of equity or debt securities if the
effect of any of (i) through (iv) herein, in the Agent's reasonable
judgment, makes it impracticable or inadvisable to proceed with the
offering or the delivery of the Shares on the terms and in the manner
contemplated in the Registration Statement and the Prospectus.
<PAGE>
Section 10. Indemnification.
(a) The Primary Parties jointly and severally agree to indemnify and
hold harmless the Agent, its officers, directors, agents, attorneys, servants
and employees and each person, if any, who controls the Agent within the meaning
of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and
all loss, liability, claim, damage or expense whatsoever (including but not
limited to settlement expenses, subject to the limitation set forth in the last
sentence of paragraph (c) below), joint or several, that the Agent or any of
such officers, directors, agents, attorneys, servants, employees and controlling
Persons (collectively, the "Related Persons") may suffer or to which the Agent
or the Related Persons may become subject under all applicable federal and state
laws or otherwise, and to promptly reimburse the Agent and any Related Persons
upon written demand for any reasonable expenses (including reasonable fees and
disbursements of counsel) incurred by the Agent or any Related Persons in
connection with investigating, preparing or defending any actions, proceedings
or claims (whether commenced or threatened) to the extent such losses, claims,
damages, liabilities or actions: (i) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment or supplement thereto), preliminary or
final Prospectus (or any amendment or supplement thereto), the OTS Applications,
or any blue sky application or other instrument or document of the Primary
Parties or based upon written information supplied by any of the Primary Parties
filed in any state or jurisdiction to register or qualify any or all of the
Shares under the securities laws thereof (collectively, the "Blue Sky
Applications"), or any application or other document, advertisement, or
communication ("Sales Information") prepared, made or executed by or on behalf
of any of the Primary Parties with its consent or based upon written information
furnished by or on behalf of any of the Primary Parties, whether or not filed in
any Jurisdiction in order to qualify or register the Shares under the securities
laws thereof, (ii) arise out of or are based upon the omission or alleged
omission to state in any of the foregoing documents or information, a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; (iii)
arise from any theory of liability whatsoever relating to or arising from or
based upon the Registration Statement (or any amendment or supplement thereto),
preliminary or final Prospectus (or any amendment or supplement thereto), the
OTS Applications, any Blue Sky Applications or Sales Information or other
documentation distributed in connection with the Reorganization; or (iv) result
from any claims made with respect to the accuracy, reliability and completeness
of the records of Eligible Account Holders, Supplemental Eligible Account
Holders and Other Members or for any denial or reduction of a subscription or
order to purchase Common Stock, whether as a result of a properly calculated
allocation pursuant to the Plan or otherwise, based upon such records; provided,
however, that no indemnification is required under this paragraph (a) to the
extent such losses, claims, damages, liabilities or actions arise out of or are
based upon any untrue material statements or alleged untrue material statements
in, or material omission or alleged material omission from, the Registration
Statement (or any amendment or supplement thereto) or the preliminary or final
Prospectus (or any amendment or supplement thereto), the OTS Applications, the
Blue Sky Applications or Sales Information or other documentation distributed in
connection with the Reorganization made in reliance upon and in conformity with
written information furnished to the Primary Parties by the Agent or its
<PAGE>
representatives (including counsel) with respect to the Agent expressly for use
in the Registration Statement (or any amendment or supplement thereto) or
Prospectus (or any amendment or supplement thereto) under the captions ["Market
for the Common Stock" and "The Reorganization and Offering -- Plan of
Distribution and Selling Commissions" or statistical information regarding the
Holding Company prepared by the Agent for use in the Sales Information, except
for information derived from the Prospectus. Provided further, that the Primary
Parties will not be responsible for any loss, liability, claim, damage or
expense to the extent they result primarily from material oral misstatements by
the Agent to a purchaser of Shares which are not based upon information in the
Registration Statement or Prospectus, or from actions taken or omitted to be
taken by the Agent in bad faith or from the Agent's gross negligence or willful
misconduct, and the Agent agrees to repay to the Primary Parties any amounts
advanced to it by the Primary Parties in connection with matters as to which it
is found not to be entitled to indemnification hereunder.
(b) The Agent agrees to indemnify and hold harmless the Primary
Parties, their directors and officers, agents, servants and employees and each
person, if any, who controls any of the Primary Parties within the meaning of
Section 15 of the 1933 Act or Section 20(a) of the 1934 Act against any and all
loss, liability, claim, damage or expense whatsoever (including but not limited
to settlement expenses ,subject to the limitation set forth in the last sentence
of paragraph (c) below), joint or several which they, or any of them, may suffer
or to which they, or any of them, may become subject under all applicable
federal and state laws or otherwise, and to promptly reimburse the Primary
Parties and any such persons upon written demand for any reasonable expenses
(including fees and disbursements of counsel) incurred by them in connection
with investigating, preparing or defending any actions, proceedings or claims
(whether commenced or threatened) to the extent such losses, claims, damages,
liabilities or actions arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement (or any amendment of supplement thereto), the OTS Applications or any
Blue Sky Applications or Sales Information or are based upon the omission or
alleged omission to state in any of the foregoing documents a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided, however, that the Agent's obligations under this Section 10(b) shall
exist only if and only to the extent that such untrue statement or alleged
untrue statement was made in, or such material fact or alleged material fact was
omitted from, the Registration Statement (or any amendment or supplement
thereto) or the Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with written information furnished to the Primary Parties
by the Agent expressly for use under the captions ["Market for the Common Stock"
and "The Reorganization and Offering - Plan of Distribution and Selling
Commissions" or statistical information regarding the Holding Company prepared
by the Agent for use in the Sales information (except for statistical
information derived from the Prospectus).
(c) Each indemnified party shall give prompt written notice to each
indemnifying party of any action, proceeding, claim (whether commenced or
threatened), or suit instituted against it in respect of which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve it from any liability which it may have on account of this Section 10,
Section 11 or otherwise. An indemnifying party may participate at its own
expense in the defense of such action. In addition, if it so elects within a
<PAGE>
reasonable time after receipt of such notice, an indemnifying party, jointly
with any other indemnifying parties receiving such notice, may assume defense of
such action with counsel chosen by it and approved by the indemnified parties
that are defendants in such action, unless such indemnified parties reasonably
object to such assumption on the ground that there may be legal defenses
available to them that are different from or in addition to those available to
such indemnifying party. If an indemnifying party assumes the defense of such
action, the indemnifying parties shall not be liable for any fees and expenses
of counsel for the indemnified parties incurred thereafter in connection with
such action, proceeding or claim, other than reasonable costs of investigation.
In no event shall the indemnifying parties be liable for the fees and expenses
of more than one separate firm of attorneys (unless an indemnified party or
parties shall have reasonably concluded that there may be defenses available to
it or them which are different from or in addition to those of other indemnified
parties)- for all indemnified parties in connection with any one action,
proceeding or claim or separate but similar or related actions, proceedings or
claims in the same jurisdiction arising out of the same general allegations or
circumstances. No indemnifying party, shall be liable for any settlement of any
action, proceeding or suit, which settlement is effected without its prior
written consent.
(d) The agreements contained in this Section 10 and in Section 11
hereof and the representations and warranties of the Primary Parties set forth
in this Agreement shall remain operative and in full force and effect regardless
of (i) any investigation made by or on behalf of the Agent or its officers,
directors, controlling persons, agents or employees or by or on behalf of any of
the Primary Parties or any officers, directors, controlling persons, agents or
employees of any of the Primary Parties; (ii) delivery of and payment hereunder
for the Shares; or (iii) any termination of this Agreement.
Section 11. Contribution.
(a) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in Section 10 is due in
accordance with its terms but is for any reason held by a court to be
unavailable from the Primary Parties on the one hand, or the Agent on the other
hand, as the case may be, the Primary Parties on the one hand, or the Agent on
the other hand, as the case may be, shall contribute to the aggregate losses,
claims, damages and liabilities (including any investigation, legal and other
expenses incurred in connection therewith and any amount paid in settlement of
any action, suit or proceeding of any claims asserted, but after deducting any
contribution received by the Primary Parties on the one hand, or the Agent on
the other hand, as the case may be, from persons other than the other party
thereto, who may also be liable for contribution) in such proportion so that (i)
the Agent is responsible for that portion represented by the percentage that the
fees paid to the Agent pursuant to Section 4 of this Agreement (not including
expenses) ("Agent's Fees"), less any portion of Agent's Fees paid by Agent to
Assisting Brokers, bear to the total proceeds received by the Primary Parties
from the sale of the Conversion Shares in the Conversion Offerings, net of all
expenses of the Offerings except Agent's Fees, and (ii) the Primary Parties
shall be responsible for the balance. If, however, the allocation provided above
is not permitted by applicable law or if the indemnified party failed to give
the notice required under Section 10 above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative fault of the
Primary Parties on
<PAGE>
the one hand and the Agent on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions, proceedings or claims in respect thereof), but also the relative
benefits received by the Primary Parties on the one hand and the Agent on the
other from the Offering, as well as any other relevant equitable considerations.
The relative benefits received by the Primary Parties on the one hand and the
Agent on the other hand shall be deemed to be in the same proportion as the
total proceeds from the Conversion Offerings, net of all expenses of the
Conversion Offerings except Agent's Fees, received by the Primary Parties bear,
with respect to the Agent, to the total fees (not including expenses) received
by the Agent less the portion of such fees paid by the Agent to Assisting
Brokers. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Primary Parties on the one hand or the Agent on the other and
the parties relative intent, good faith, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Primary
Parties and the Agent agree that it would not be just and equitable if
contribution pursuant to this Section 11 were determined by pro-rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 11. The amount paid
or payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or action, proceedings or claims in respect thereof) referred to
above in this Section 11 shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action, proceeding or claim. It is expressly agreed that
the Agent shall not be liable for any loss, liability, claim, damage or expense
or be required to contribute any amount which in the aggregate exceeds the
amount paid (excluding reimbursable expenses) to the Agent under this Agreement
less the portion of such fees paid by the Agent to Assisting Brokers. It is
understood and agreed that the above-stated limitation on the Agent's liability
is essential to the Agent and that the Agent would not have entered into this
Agreement if such limitation had not been agreed to by the parties to this
Agreement. No person found guilty of any fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any person who was not found guilty of such fraudulent misrepresentation.
The duties, obligations and liabilities of the Primary Parties and the Agent
under this Section 11 and under Section 10 shall be in addition to any duties,
obligations and liabilities which the Primary Parties and the Agent may
otherwise have. For purposes of this Section 11, each of the Agent's and the
Primary Parties' officers and directors and each person, if any, who controls
the Agent or any of the Primary Parties within the meaning of the 1933 Act and
the 1934 Act shall have the same rights to contribution as the Primary Parties
and the Agent. Any party entitled to contribution, promptly after receipt of
notice of commencement of any action, suit, claim or proceeding against such
party in respect of which a claim for contribution may be made against another
party under this Section 11, will notify such party from whom contribution may
be sought, but the omission to so notify such party shall not relive the party
from whom contribution may be sought from any other obligation it may have
hereunder or otherwise than under this Section 11.
Section 12. Representations, Warranties and Indemnities to Survive
Delivery. All representations, warranties and indemnities and other statements
contained in this Agreement, or contained in certificates of officers of the
Primary Parties or the Agent submitted pursuant hereto, shall remain operative
and in full force and effect, regardless of any termination or cancellation of
<PAGE>
this Agreement or any investigation made by or on behalf of the Agent or its
controlling persons, or by or on behalf of the Primary Parties and shall survive
the issuance of the Shares, and any legal representative, successor or assign of
the Agent, any of the Primary Parties, and any indemnified person shall be
entitled to the benefit of the respective agreements, indemnities, warranties
and representations.
Section 13. Termination. Agent may terminate this Agreement by giving
the notice indicated below in this Section at any time after this Agreement
becomes effective as follows:
(a) In the event the Holding Company fails to sell the minimum number
of the Conversion Shares within the period specified in accordance with the
provisions of the Plan or as required by the Conversion Regulations and
applicable law, this Agreement shall terminate upon refund by the Primary
Parties to each person who has subscribed for or ordered any of the
Conversion Shares the full amount which it may have received from such
person, together with interest in accordance with Section 3, and no party
to this Agreement shall have any obligation to the other hereunder, except
as set forth in Sections 3, 4, 8, 10 and 11 hereof.
(b) If any of the conditions specified in Section 9 shall not have
been fulfilled when and as required by this Agreement, or by the Closing
Date, or waived in writing by the Agent, this Agreement and all of the
Agent's obligations hereunder may be canceled by the Agent by notifying the
Association of such cancellation in writing at any time at or prior to the
Closing Date, and any such cancellation shall be without liability of any
party to any other party except as otherwise provided in Sections 3, 4, 8,
10 and 11 hereof.
(c) If Agent elects to terminate this Agreement as provided in this
Section, the Association shall be notified by the Agent as provided in
Section 14 hereof.
(d) If this Agreement is terminated in accordance with the provisions
of Sections 3, 9, or 13, the Primary Parties shall pay the Agent the fees
earned pursuant to Section 4 and will reimburse the Agent for its
reasonable expenses pursuant to Section 8, including without limitation
accounting, communication, legal and travel expenses.
Section 14. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to Agent shall be
directed to Ryan, Beck & Co., 220 South Orange Avenue, Livingston, New Jersey
07039, Attention: Richard Weiss (with a copy to Kenneth E. Thompson, Esquire,
McCarter & English, 100 Mulberry Street, Four Gateway Center, Newark, New Jersey
07102-4096); notices to the Primary Parties shall be directed to [Axia Federal
Savings Bank], 1410 St. Georges Avenue, Avenel, New Jersey 07001 Attention: John
R. Bowen, President and Chief Executive Officer (with a copy to Eric Luse,
Esquire, Luse Lehman Gorman Pomerenk & Schick, P.C., 5335 Wisconsin Avenue,
N.W., Suite 400, Washington, D.C. 20015).
Section 15. Parties. This Agreement shall inure to the benefit of and
be binding upon the Agent and the Primary Parties, and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
<PAGE>
shall be construed to give any person, firm or corporation, other than the
parties hereto and their respective successors and the controlling persons and
officers and directors referred to in Sections 10 and 11 and their heirs and
legal representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provisions herein contained. It is understood
and agreed that this Agreement is the exclusive agreement among the parties,
supersedes any prior Agreement among the parties and may not be varied except by
a writing signed by all parties.
Section 16. Partial Invalidity. In the event that any term, provision
or covenant herein or the application thereof to any circumstances or situation
shall be invalid or unenforceable, in whole or in part, the remainder hereof and
the application of said term, provision or covenant to any other circumstance or
situation shall not be affected thereby, and each term, provision or covenant
herein shall be valid and enforceable to the full extent permitted by law.
Section 17. Construction. This Agreement shall be construed in
accordance with the laws of the State of New Jersey.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument along with all counterparts will become a binding agreement between
you and us in accordance with its terms.
Very truly yours,
LIBERTY BANCORP, INC.
(In Formation)
By:__________________________
John R. Bowen,
President and Chief
Executive Officer
LIBERTY BANCORP, MHC
(In Formation)
By:____________________________
John R. Bowen,
President and Chief
Executive Officer
AXIA FEDERAL SAVINGS BANK
By:____________________________
John R. Bowen,
President and Chief
Executive Officer
<PAGE>
The foregoing Agency Agreement is
hereby confirmed and accepted as of
the date first set and above written.
RYAN, BECK & CO., INC.
By:__________________________
Ben A. Plotkin,
President and Chief
Executive Officer
<PAGE>
LIBERTY BANCORP, INC.
(A Federal Corporation)
Up to 1,594,475,000 Shares
(Par Value $1.00 Per Share)
_______________, 1998
Ladies and Gentlemen:
We have agreed to assist Liberty Bancorp, Inc. (the "Holding Company"),
a federal corporation, and Axia Federal Savings Bank ("Axia" or the
"Association"), a federally chartered mutual savings association, in connection
with the offer and sale by the Holding Company of up to 1,594,475 shares of the
common stock, $1.00 par value per share (the "Common Stock"). These shares are
to be issued in connection with the reorganization of the Association from a
mutual savings association to a stock savings association and wholly owned
subsidiary of the Holding Company (the "Reorganization"), in accordance with the
Plan of Reorganization from a Mutual Savings Association to Mutual Holding
Company and Stock Issuance Plan (the "Plan"). Under the Plan, the Holding
Company will become, upon consummation of the Reorganization, a majority-owned
subsidiary of Liberty Bancorp, MHC, a federally chartered mutual holding
company. The offering price per share of the Common Stock has been fixed at
$10.00. The Common Stock and certain of the terms on which it is being offered
are more fully described in the enclosed prospectus dated ___________, 1998 (the
"Prospectus"). Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Prospectus.
In connection with the Reorganization, the Holding Company is offering
the Common Stock in a Subscription Offering to the Eligible Account Holders, the
ESOP, the Supplemental Eligible Account Holders and the Other Members. The
Holding Company is also offering all shares of Common Stock offered but not
subscribed for in the Subscription Offering in the Community Offering to members
of the general public, with preference given first to residents of the
Association's local community of the New Jersey counties of Union and Middlesex.
The Common Stock is also being offered in accordance with the Plan by a selling
group of broker-dealers in the Syndicated Community Offering.
We are offering the selected dealers (of which you are one) the
opportunity to participate in the solicitation of offers to buy the Common Stock
and we will pay you a fee in the amount of ________ percent (_______%) of the
dollar amount of the Common Stock sold on behalf of the Holding Company by you,
as evidenced by the authorized designation of your firm on the order form or
forms for such Common Stock accompanying the funds transmitted for payment
therefor to the special account established by the Association for the purpose
of holding such funds. Any purchase of Common Stock made pursuant to this
Agreement is subject to the maximum purchase limitations provided for in the
Plan and described in the Prospectus. It is understood, of course, that payment
of your fee will be made to you directly by the Holding Company for the Common
Stock sold on behalf of the Holding Company by you, as evidenced in accordance
<PAGE>
with the preceding sentence. As soon as practicable after the closing date of
the Offering, the Holding Company will remit to you the fees to which you are
entitled hereunder.
Each order form for the purchase of Common Stock must set forth the
identity and address of each person to whom the certificates for such Common
Stock should be issued and delivered. Such order form should clearly identify
your firm. You shall instruct any subscriber who elects to send his order form
to you to make any accompanying check payable to the Association.
This offer is made subject to the terms and conditions herein set forth
and contained in the Plan and is made only to selected dealers who are (i)
members in good standing of the National Association of Securities Dealers, Inc.
(the "NASD") who are to comply with all applicable rules of the NASD, including,
without limitation, the NASD's Interpretation With Respect to Free-Riding and
Withholding and Section 24 of Article III of the NASD's Rules of Fair Practice,
or (ii) foreign dealers not eligible for membership in the NASD who agree (A)
not to sell any Common Stock within the United States, its territories or
possessions or to persons who are citizens thereof or resident therein and (B)
in making other sales to comply with the above-mentioned NASD Interpretation,
Sections 8, 24 and 36 of the above-mentioned Article III as if they were NASD
members and Section 2S of such Article III as it applies to non-member brokers
or dealers in a foreign country.
Orders for Common Stock will be strictly subject to confirmation and
we, acting on behalf of the Holding Company, reserve the right in our
unrestricted discretion to reject any order in whole or in part, to accept or
reject orders in the order of their receipt or otherwise, and to allot. Neither
you nor any other person is authorized by the Holding Company or by us to give
any information or make any representations other than those contained in the
Prospectus in connection with the sale of any of the Common Stock. No selected
dealer is authorized to act as agent for us when soliciting offers to buy the
Common Stock from the public or otherwise. No selected dealer shall engage in
any stabilizing (as defined in Regulation M promulgated under the Securities
Exchange Act of 1934) with respect to the Common Stock during the offering.
We and each selected dealer assisting in selling Common Stock pursuant
hereto agree to comply with the applicable requirements of the Securities
Exchange Act of 1934 and applicable state rules and regulations. In addition, we
and each selected dealer confirm that the Securities and Exchange Commission
interprets Rule 15c2-8 promulgated under the Securities Exchange Act of 1934 as
requiring that a Prospectus be supplied to each person who is expected to
receive a confirmation of sale 48 hours prior to delivery of such person's order
form.
We and each selected dealer within the meaning of Rule 15c3-1(a)(1)
further agree to the extent that our customers desire to pay for shares with
funds held by or to be deposited with us, in accordance with the interpretation
of the Securities and Exchange Commission of Rule 15c2-4 promulgated under the
Securities Exchange Act of 1934, either (a) upon receipt of an executed order
form or direction to execute an order form on behalf of a customer to forward
the offering price for the Common Stock ordered on or before twelve noon of the
business day following receipt or execution of an order form by us to the
Holding Company for deposit in a segregated account or (b) to solicit
indications of interest in which event (i) we will subsequently contact any
<PAGE>
customer indicating interest to confirm the interest and give instructions to
execute and return an order form or to receive authorization to execute the
order form on the customer's behalf, (ii) we will mail acknowledgements of
receipt of orders to each customer confirming interest on the business day
following such confirmation, (iii) we will debit accounts of such customers on
the third business day (the "Debit Date") following receipt of the confirmation
referred to in (i), and (iv) we will forward completed order forms together with
such funds to the Holding Company on or before twelve noon on the next business
day following the Debit Date for deposit in a segregated account. We and each
selected dealer acknowledge that if the procedure in (b) is adopted, our
customers' funds are not required to be in their accounts until the Debit Date.
Unless earlier terminated by us, this Agreement shall terminate upon
the closing date of the Offering. We may terminate this Agreement or any
provisions hereof at any time by written or telegraphic notice to you. Of
course, our obligations hereunder are subject to the successful completion of
the Offering.
You agree that at any time or times prior to the termination of this
Agreement you will, upon our request, report to us the number of shares of
Common Stock sold on behalf of the Holding Company by you under this Agreement.
We shall have full authority to take such actions as we may deem
advisable in respect of all matters pertaining to the offering. We shall be
under no liability to you except for lack of good faith and for obligations
expressly assumed by us in this Agreement.
Upon application to us, we will inform you as to the states in which we
believe the Common Stock has been qualified for sale under, or are exempt from
the requirements of, the respective blue sky laws of such states, but we assume
no responsibility or obligation as to your rights to sell Common Stock in any
state.
Additional copies of the Prospectus and any supplements thereto will be
supplied in reasonable quantities upon request.
Any notice from us to you shall be deemed to have been duly given if
mailed, telephoned, or telegraphed to you at the address to which this Agreement
is mailed.
This Agreement shall be construed in accordance with the laws of the
State of New Jersey.
<PAGE>
Please confirm your agreement hereto by signing and returning the
confirmation accompanying this letter at once to us at Ryan, Beck & Co., Inc.,
220 South Orange Avenue, Livingston, New Jersey 07039. The enclosed duplicate
copy will evidence the agreement between us.
RYAN, BECK a CO., INC.
By:_____________________________
Ben A. Plotkin
President and Chief Executive
Officer
Agreed and accepted as of _________________, 1998
_____________________________
_____________________________
Dated October 15, 1997
Amended April 15, 1998
AXIA FEDERAL SAVINGS BANK
PLAN OF REORGANIZATION
FROM MUTUAL SAVINGS ASSOCIATION
TO MUTUAL HOLDING COMPANY
AND STOCK ISSUANCE PLAN
<PAGE>
TABLE OF CONTENTS
Page
----
1. Introduction........................................................... 1
2. Definitions............................................................ 1
3. The Reorganization..................................................... 6
4. Conditions to Implementation of the Reorganization..................... 8
5. Special Meeting of Members............................................. 9
6. Rights of Members of the MHC........................................... 9
7. Conversion of MHC to Stock Form........................................ 9
8. Timing of the Reorganization and Sale of Capital Stock................. 10
9. Number of Shares to be Offered......................................... 11
10. Independent Valuation and Purchase Price of Shares..................... 11
11. Method of Offering Shares and Rights to Purchase Stock................. 12
12. Additional Limitations on Purchases of Common Stock.................... 15
13. Payment for Stock...................................................... 17
14. Manner of Exercising Subscription Rights Through Order Forms........... 17
15. Undelivered, Defective or Late Order Form; Insufficient Payment........ 18
16. Completion of the Stock Offering....................................... 19
17. Market for Common Stock................................................ 19
18. Stock Purchases by Management Persons After the Offering............... 19
19. Resales of Stock by Management Persons................................. 19
20. Stock Certificates..................................................... 19
21. Restriction on Financing Stock Purchases............................... 20
22. Stock Benefit Plans.................................................... 20
23. Post-Reorganization Filing and Market Making........................... 20
24. Payment of Dividends and Repurchase of Stock........................... 21
25. Reorganization and Stock Offering Expenses............................. 21
26. Employment and Other Severance Agreements.............................. 21
27. Interpretation......................................................... 21
28. Amendment or Termination of the Plan................................... 21
Exhibits
- --------
Exhibit A Charter and Bylaws of the Bank
Exhibit B Charter and Bylaws of the Holding Company
Exhibit C Charter and Bylaws of the Mutual Holding Company
<PAGE>
1. Introduction
The Board of Directors of Axia Federal Savings Bank (the "Bank") has
adopted this Plan of Reorganization from Mutual Savings Association to Mutual
Holding Company and Stock Issuance Plan (the "Plan") pursuant to which the Bank
proposes to reorganize from a federally-chartered mutual savings association
into the mutual holding company structure (the "Reorganization") under the laws
of the United States of America and the regulations of the Office of Thrift
Supervision ("OTS"). The mutual holding company (the "MHC") will be a
mutually-owned federal corporation, and all of the current ownership and voting
rights of the Members of the Bank will be transferred to the MHC. As part of the
Reorganization and the Plan, the Bank will convert to a federal stock savings
bank (the "Stock Bank") and will establish a stock holding company (the "Holding
Company") which will be a majority-owned subsidiary of the MHC at all times so
long as the MHC remains in existence. Concurrently with the Reorganization, the
Holding Company intends to offer for sale up to 49.9% of its Common Stock in the
Stock Offering. The Common Stock will be offered on a priority basis to
depositors and Tax-Qualified Employee Plans of the Bank, with any remaining
shares offered to the public in a Direct Community Offering.
The primary purpose of the Reorganization is to establish a holding
company and to convert the Bank to the stock form of ownership, which will
enable the Bank to compete and expand more effectively in the financial services
marketplace. The Reorganization will permit the Holding Company to issue Capital
Stock, which is a source of capital not available to mutual savings
associations. Since the Holding Company will not be offering all of its Common
Stock for sale to depositors and the public in the Stock Offering, the
Reorganization will result in less capital raised in comparison to a standard
mutual-to-stock conversion. The Reorganization, however, will also offer the
Bank the opportunity to raise additional capital since a majority of the Holding
Company's common stock will be available for sale in the future. It will also
provide the Bank with greater flexibility to structure and finance the expansion
of its operations, including the potential acquisition of other financial
institutions. Lastly, the Reorganization will enable the Bank to better manage
its capital by providing broader investment opportunities through the holding
company structure, and by enabling the Bank to distribute capital to
stockholders of the Holding Company in the form of dividends and stock
repurchases. Although the Reorganization and Stock Offering will create a stock
savings bank and stock holding company, only a minority of the Common Stock will
be offered for sale in the Stock Offering. As a result, the Bank's mutual form
of ownership and its ability to remain an independent savings bank and to
provide community-oriented financial services will be preserved through the
mutual holding company structure. The Reorganization is subject to the approval
of the OTS, and must be adopted by the affirmative vote of a majority of the
total votes eligible to be cast by Members.
2. Definitions
As used in this Plan, the terms set forth below have the following
meanings:
Acting in Concert: The term "acting in concert" shall have the
definition given in 12 C.F.R. ss.574.2(c). The determination of whether a group
is acting in concert shall be made solely by the Board of Directors of the Bank
or officers delegated by such Board and may be based on any evidence upon which
the Board or such delegatee chooses to rely.
Actual Subscription Price: The price per share, determined as provided
in this Plan, at which the Common Stock will be sold in the Subscription
Offering.
Affiliate: Any Person that controls, is controlled by, or is under
common control with another person.
1
<PAGE>
Associate: The term "Associate," when used to indicate a relationship
with any Person, means: (i) any corporation or organization (other than the
Bank, the Holding Company, the MHC or a majority-owned subsidiary of any
thereof) 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; (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 Bank, the MHC, the Stock Holding Company or any
subsidiary of the MHC or the Holding Company or any affiliate thereof; and (iv)
any person acting in concert with any of the persons or entities specified in
clauses (i) through (iii) above; provided, however, that any Tax-Qualified or
Non-Tax-Qualified Employee Plan shall not be deemed to be an associate of any
director or officer of the MHC, the Holding Company or the Bank, to the extent
provided in Sections 11-13 hereof. When used to refer to a Person other than an
officer or director of the Bank, the Bank in its sole discretion may determine
the Persons that are Associates of other Persons.
Bank: Axia Federal Savings Bank in its pre-Reorganization form.
Capital Stock: Any and all authorized stock of the Bank or the Holding
Company.
Common Stock: Common stock issuable by the Holding Company in
connection with the Reorganization, including securities convertible into Common
Stock, pursuant to its stock charter.
Community: Union County and Middlesex County.
Deposit Account(s): Any withdrawable deposit(s) offered by the Bank,
including NOW account deposits, certificates of deposit, demand deposits and IRA
accounts and Keogh plans for which the Bank acts as custodian or trustee.
Direct Community Offering: The offering to certain members of the
general public of any unsubscribed shares in the Subscription Offering which may
be effected pursuant to Section 11 of this Plan. The Direct Community Offering
may include a Syndicated Community Offering or public offering.
Effective Date: The date upon which all necessary approvals have been
obtained to consummate the Reorganization, and the transfer of assets and
liabilities of the Bank to the Bank in its stock form is completed.
Eligible Account Holder: Any person holding a Qualifying Deposit on the
Eligibility Record Date.
Eligibility Record Date: September 30, 1996, the date for determining
who qualifies as an Eligible Account Holder.
ESOP: The Bank's employee stock ownership plan.
Exchange Act: The Securities Exchange Act of 1934, as amended.
FDIC: The Federal Deposit Insurance Corporation.
2
<PAGE>
HOLA: The Home Owners' Loan Act, as amended.
Holding Company: Liberty Bancorp, Inc., the federal corporation which
will be majority-owned by the MHC and which will own 100% of the common stock of
the Bank.
Holding Company Application: The Holding Company Application on Form
H(e)-1 to be submitted by the Bank to the OTS to have the Holding Company
acquire the common stock of the Bank.
Independent Appraiser: The appraiser retained by the Bank to prepare an
appraisal of the pro forma market value of the Bank and the Holding Company.
Management Person: Any Officer or director of the Bank or any Affiliate
of the Bank, and any person acting in concert with any such Officer or director.
Marketing Agent: The broker-dealer responsible for organizing and
managing the Stock Offering and sale of the Common Stock.
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, (1) regularly publishes bona fide
competitive bid and offer quotations on request, and (2) is ready, willing and
able to effect transactions in reasonable quantities at the dealer's quoted
prices with other brokers or dealers.
Members: Any person or entity who qualifies as a member of the Bank
pursuant to its charter and bylaws.
MHC: Liberty Bancorp, MHC, the mutual holding company resulting from
the Reorganization.
Minority Stock Offering: One or more offerings of less than 50% in the
aggregate of the outstanding Common Stock of the Holding Company to persons
other than the MHC.
Minority Stockholder: Any owner of the Holding Company's Common Stock,
other than the MHC.
Non-Voting Stock: Any Capital Stock other than Voting Stock.
Notice: The Notice of Mutual Holding Company Reorganization to be
submitted by the Bank to the OTS to notify the OTS of the Reorganization and the
Stock Offering.
Officer: An executive officer of the Holding Company or the Bank,
including the Chief Executive Officer, President, Senior Vice Presidents in
charge of principal business functions, Secretary, Treasurer and any other
person performing similar functions.
Other Member: Any person who is a Member of the Bank at the close of
business on the Voting Record Date who is not an Eligible Account Holder or
Supplemental Eligible Account Holder, or Tax-Qualified Employee Plan.
3
<PAGE>
OTS: The Office of Thrift Supervision, and any successor thereto.
Parent: A company that controls another company, either directly or
indirectly through one or more subsidiaries.
Person: An individual, corporation, partnership, association,
joint-stock company, trust (including Individual Retirement Accounts and KEOGH
Accounts), unincorporated organization, government entity or political
subdivision thereof or any other entity.
Plan: This Plan of Reorganization from Mutual Savings Association to
Mutual Holding Company and Stock Issuance Plan.
Qualifying Deposit: The aggregate balance of each Deposit Account of an
Eligible Account Holder as of the close of business on the Eligibility Record
Date or of a Supplemental Eligible Account Holder as of the close of business on
the Supplemental Eligibility Record Date, as the case may be, provided such
aggregate balance is not less than $50.
Regulations: The regulations of the OTS regarding mutual holding
companies.
Reorganization: The reorganization of the Bank into the mutual holding
company structure including the organization of the MHC, the Holding Company and
the Bank in stock form pursuant to this Plan.
Residence: The terms "residence," "reside," "resided" or "residing" as
used herein with respect to any person shall mean any person who occupied a
dwelling within the Bank's Community, has an intent to remain with the Community
for a period of time, and manifests the genuineness of that intent by
establishing an ongoing physical presence within the Community together with an
indication that such presence within the Community is something other than
merely transitory in nature. To the extent the Person is a corporation or other
business entity, the principal place of business or headquarters shall be in the
Community. To the extent a person is a personal benefit plan, the circumstances
of the beneficiary shall apply with respect to this definition. In the case of
all other benefit plans, the circumstances of the trustee shall be examined for
purposes of this definition. The Bank may utilize deposit or loan records or
such other evidence provided to it to make a determination as to whether a
person is a resident. In all cases, however, such a determination shall be in
the sole discretion of the Bank.
SAIF: The Savings Association Insurance Fund, which is a division of
the FDIC.
SEC: The Securities and Exchange Commission.
Special Meeting: The Special Meeting of Members called for the purpose
of voting on the Plan.
Stock Bank: The federally chartered stock savings bank to be named
"Liberty Bank," resulting from the Reorganization in accordance with the Plan.
Stock Offering: The offering of Common Stock of the Holding Company to
persons other than the MHC, in a Subscription Offering and, to the extent shares
remain available, in a Direct Community Offering.
4
<PAGE>
Subscription Offering: The offering of Common Stock of the Holding
Company for subscription and purchase pursuant to Section 11 of this Plan.
Subsidiary: A company that is controlled by another company, either
directly or indirectly through one or more subsidiaries.
Supplemental Eligible Account Holder: Any Person holding a Qualifying
Deposit on the Supplemental Eligibility Record Date, who is not an Eligible
Account Holder, a Tax-Qualified Employee Plan or an Officer or director of the
Bank.
Supplemental Eligibility Record Date: The last day of the calendar
quarter preceding approval of the Plan by the OTS.
Syndicated Community Offering: The offering of Common Stock following
or contemporaneously with the Direct Community Offering through a syndicate of
broker-dealers.
Tax-Qualified Employee Plan: Any defined benefit plan or defined
contribution plan (including any employee stock ownership plan, stock bonus
plan, profit-sharing plan, or other plan) of the Bank, the Holding Company, the
MHC or any of their affiliates, which, with its related trusts, meets the
requirements to be qualified under Section 401 of the Internal Revenue Code. The
term Non-Tax-Qualified Employee Stock Benefit Plan means any defined benefit
plan or defined contribution plan which is not so qualified.
Voting Members: Those Members of the Bank as of the Voting Record Date.
Voting Record Date: The date established by the Bank for determining
which Members are entitled to vote on the Plan.
Voting Stock:
(1) Voting Stock means common stock or preferred stock, or similar
interests if the shares by statute, charter or in any manner, entitle the
holder:
(i) To vote for or to select directors of the Bank or the
Holding Company; and
(ii) To vote on or to direct the conduct of the operations or
other significant policies of the Bank or the Holding
Company.
(2) Notwithstanding anything in paragraph (1) above, preferred stock is
not "Voting Stock" if:
(i) Voting rights associated with the preferred stock are
limited solely to the type customarily provided by statute
with regard to matters that would significantly and
adversely affect the rights or preferences of the preferred
stock, such as the issuance of additional amounts or classes
of senior securities, the modification of the terms of the
preferred stock, the
5
<PAGE>
dissolution of the Bank, or the payment of dividends by the
Bank when preferred dividends are in arrears;
(ii) The preferred stock represents an essentially passive
investment or financing device and does not otherwise
provide the holder with control over the issuer; and
(iii)The preferred stock does not at the time entitle the
holder, by statute, charter, or otherwise, to select or to
vote for the selection of directors of the Bank or the
Holding Company.
(3) Notwithstanding anything in paragraphs (1) and (2) above, "Voting
Stock" shall be deemed to include preferred stock and other securities that,
upon transfer or otherwise, are convertible into Voting Stock or exercisable to
acquire Voting Stock where the holder of the stock, convertible security or
right to acquire Voting Stock has the preponderant economic risk in the
underlying Voting Stock. Securities immediately convertible into Voting Stock at
the option of the holder without payment of additional consideration shall be
deemed to constitute the Voting Stock into which they are convertible; other
convertible securities and rights to acquire Voting Stock shall not be deemed to
vest the holder with the preponderant economic risk in the underlying Voting
Stock if the holder has paid less than 50% of the consideration required to
directly acquire the Voting Stock and has no other economic interest in the
underlying Voting Stock.
3. The Reorganization
A. Organization of the Holding Companies and the Bank
As part of the Reorganization the Bank will convert to a federal stock
savings bank, and will establish the Holding Company and the MHC as federal
corporations. The Reorganization will be effected as follows, or in any manner
approved by the OTS that is consistent with the purposes of this Plan and
applicable laws and regulations.
As part of the Reorganization: (i) the Bank will organize an interim
stock savings bank as a wholly-owned subsidiary ("Interim One"); (ii) Interim
One will organize an interim stock savings bank as a wholly-owned subsidiary
("Interim Two"); (iii) Interim One will organize the Holding Company as a
wholly-owned subsidiary; (iv) the Bank will exchange its charter for a federal
stock savings bank charter to become the Stock Bank and Interim One will
exchange its charter for a federal mutual holding company charter to become the
MHC; (v) simultaneously with step (iv), Interim Two will merge with and into the
Stock Bank with the Stock Bank as the resulting institution; (vi) all of the
initially issued stock of the Stock Bank will be transferred to the MHC in
exchange for membership interests in the MHC; and (vii) the MHC will contribute
the capital stock of the Stock Bank to the Holding Company, and the Stock Bank
will become a wholly-owned subsidiary of the Holding Company. Contemporaneously
with the Reorganization, the Holding Company will offer for sale in the Stock
Offering shares of Common Stock representing the pro forma market value of the
Holding Company and the Bank. Upon consummation of the Reorganization, the legal
existence of the Bank will not terminate, but the Stock Bank will be a
continuation of the Bank, and all property of the Bank, including its right,
title, and interest in and to all property of whatsoever kind and nature,
interest and asset of every conceivable value or benefit then existing or
pertaining to the Bank, or which would inure to the Bank immediately by
operation of law and without the necessity of any conveyance or transfer and
without any further act or deed, will vest in the Stock Bank. The Stock Bank
6
<PAGE>
will have, hold, and enjoy the same in its right and fully and to the same
extent as the same was possessed, held, and enjoyed by the Bank. The Stock Bank
will continue to have, succeed to, and be responsible for all the rights,
liabilities and obligations of the Bank and will maintain its headquarters and
operations at the Bank's present locations.
Upon consummation of the Reorganization, substantially all of the
assets and liabilities (including the savings accounts, demand accounts, tax and
loan accounts, United States Treasury general accounts, or United States
Treasury Time Deposit Accounts, as defined in the OTS regulations) of the Bank
shall be become the assets and liabilities of the Stock Bank, which will
thereupon become an operating savings bank subsidiary of the Holding Company and
of the MHC. The Bank will apply to the OTS to have the Holding Company receive
or retain (as the case may be) up to 50% of the net proceeds of the Stock
Offering, or such other amount as may be determined by the Board of Directors.
The Stock Bank may distribute additional capital to the Holding Company
following the Reorganization, subject to the OTS regulations governing capital
distributions.
B. Effect on Deposit Accounts and Borrowings
Each deposit account in the Bank on the Effective Date will remain a
deposit account in the Stock Bank in the same amount and upon the same terms and
conditions, and will continue to be federally insured up to the legal maximum by
the FDIC in the same manner as the deposit account existed in the Bank
immediately prior to the Reorganization. Upon consummation of the
Reorganization, all loans and other borrowings from the Bank shall retain the
same status with the Stock Bank after the Reorganization as they had with the
Bank immediately prior to the Reorganization.
C. The Bank
Upon completion of the Reorganization the Stock Bank will be authorized
to exercise any and all powers, rights and privileges of, and will be subject to
all limitations applicable to, capital stock savings banks under federal law. A
copy of the proposed Charter and Bylaws of the Stock Bank is attached hereto as
Exhibit A and made a part of this Plan. The Reorganization will not result in
any reduction of the amount of retained earnings (other than the assets of the
Bank retained by or distributed to the Holding Company or the MHC), undivided
profits, and general loss reserves that the Bank had prior to the
Reorganization. Such retained earnings and general loss reserves will be
accounted for by the MHC, the Holding Company and the Stock Bank on a
consolidated basis in accordance with generally accepted accounting principles.
The initial members of the Board of Directors of the Stock Bank will be
the members of the existing Board of Directors of the Bank. The Stock Bank will
be wholly-owned by the Holding Company. The Holding Company will be wholly-owned
by its stockholders who will consist of the MHC and the persons who purchase
Common Stock in the Stock Offering and any subsequent Minority Stock Offering.
Upon the Effective Date of the Reorganization, the voting and membership rights
of Members will be transferred to the MHC, subject to the conditions specified
below.
D. The Holding Company
The Holding Company will be authorized to exercise any and all powers,
rights and privileges, and will be subject to all limitations applicable to
savings and loan holding companies and mutual holding companies under federal
law and regulations. The initial members of the Board of Directors of the
Holding
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Company will be the existing Board of Directors of the Bank. Thereafter, the
voting stockholders of the Holding Company will elect approximately one-third of
the Holding Company's directors annually. A copy of the proposed Charter and
Bylaws of the Holding Company is attached as Exhibit B and are made part of this
Plan.
The Holding Company will have the power to issue shares of Capital
Stock to persons other than the MHC. However, so long as the MHC is in
existence, the MHC will be required to own at least a majority of the Voting
Stock of the Holding Company. The Holding Company may issue any amount of
Non-Voting Stock to persons other than the MHC. The Holding Company will be
authorized to undertake one or more Minority Stock Offerings of less than 50% in
the aggregate of the total outstanding Common Stock of the Holding Company, and
the Holding Company intends to offer for sale up to 49.9% of its Common Stock in
the Stock Offering.
E. The Mutual Holding Company
As a mutual corporation, the MHC will have no stockholders. The members
of the MHC will have exclusive voting authority as to all matters requiring a
vote of members under the Charter of the MHC. Persons who have membership rights
with respect to the Bank under its existing Charter immediately prior to the
Reorganization shall continue to have such rights solely with respect to the MHC
after the Reorganization so long as such persons remain depositors or borrowers,
as the case may be, of the Bank after the Reorganization. In addition, all
persons who become depositors of the Stock Bank following the Reorganization
will have membership rights with respect to the MHC. The rights and powers of
the MHC will be defined by the MHC's Charter and Bylaws (a copy of which is
attached to this Plan as Exhibit C and made a part hereof) and by the statutory
and regulatory provisions applicable to savings and loan holding companies and
mutual holding companies. In particular, the MHC shall be subject to the
limitations and restrictions imposed on savings and loan holding companies by
Section 10(o)(5) of the HOLA.
The initial members of the Board of Directors of the MHC will be the
existing Board of Directors of the Bank. Thereafter, approximately one-third of
the directors of the MHC will be elected annually by the members of the MHC who
will consist of the former Members of the Bank and all persons who become
depositors of the Bank after the Reorganization.
4. Conditions to Implementation of the Reorganization
Consummation of the Reorganization is expressly conditioned upon the
following:
A. Approval of the Plan by a majority of the Board of Directors of the
Bank.
B. The filing of a Reorganization Notice, including the Plan, with the
OTS and either:
(i) The OTS has given written notice of its intent not to disapprove
the Reorganization; or
(ii) Sixty days have passed since the OTS received the Reorganization
Notice and deemed it sufficient under ss. 516.2(c) of the OTS
regulations, and the OTS has not given written notice that the
Reorganization is disapproved or extended for an additional 30
days the period during which disapproval may be issued.
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C. The filing of a holding company application with and approval by the
OTS pursuant to the HOLA for the Holding Company and MHC to become savings and
loan holding companies by owning or acquiring 100% of the common stock of the
Stock Bank and the Holding Company, respectively, to be issued in connection
with the Reorganization.
D. Submission of the Plan to the Members for approval pursuant to a
Proxy Statement and form of proxy cleared in advance by the OTS, and such Plan
is approved by a majority of the total votes of the Voting Members eligible to
be cast at a meeting held at the call of the directors in accordance with the
procedures prescribed by the Bank's Charter and Bylaws.
E. All necessary approvals have been obtained from the OTS in
connection with the adoption of the charter and bylaws of the MHC, the Holding
Company and the Stock Bank, the conversion of the Bank to a stock charter, and
any transfer of assets and liabilities of the Bank to the Stock Bank pursuant to
the Plan; and all conditions specified or otherwise imposed by the OTS in
connection with the issuance of a notice of intent not to disapprove the Notice
have been satisfied.
5. Special Meeting of Members
Subsequent to the approval of the Plan by the OTS, the Special Meeting
shall be scheduled in accordance with the Bank's Bylaws. Promptly after receipt
of approval and at least 20 days but not more than 45 days prior to the Special
Meeting, the Bank shall distribute proxy solicitation materials to all Voting
Members. The proxy solicitation materials shall include a proxy statement, and
other documents authorized for use by the regulatory authorities. A copy of the
Plan will be made available to Voting Members upon request. Pursuant to the
Regulations, an affirmative vote of not less than a majority of the total
outstanding votes of the Voting Members is required for approval of the Plan.
Voting may be in person or by proxy. The OTS shall be notified promptly of the
actions of the Voting Members.
6. Rights of Members of the MHC
Following the Reorganization, all persons who had membership rights
with respect to the Bank as of the date of the Reorganization will continue to
have such rights solely with respect to the MHC. All existing proxies granted by
members of the Bank to the Board of Directors of the Bank shall automatically
become proxies granted to the Board of Directors of the MHC. In addition, all
persons who become depositors of the Stock Bank subsequent to the Reorganization
also will have membership rights with respect to the MHC. In each case, no
person who ceases to be the holder of a deposit account with the Stock Bank
after the Reorganization shall have any membership or rights with respect to the
MHC. Borrowers of the Stock Bank who were borrower members of the Bank at the
time of Reorganization will have the same membership rights in the MHC as they
had in the Bank immediately prior to the Reorganization for so long as their
pre-Reorganization borrowings remain outstanding. Borrowers will not receive
membership rights in connection with any new borrowings made after the
Reorganization.
7. Conversion of MHC to Stock Form
Following the completion of the Reorganization, the MHC may elect to
convert to stock form in accordance with applicable law (a "Conversion
Transaction"). There can be no assurance when, if ever, a Conversion Transaction
will occur. If the Conversion Transaction does not occur, the MHC will always
own a majority of the Common Stock of the Holding Company.
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In a Conversion Transaction, the MHC would merge with and into the
Stock Bank or the Holding Company, with the Stock Bank or the Holding Company as
the resulting entity, and the depositors of the Stock Bank would receive the
right to subscribe for a number of shares of common stock of the Holding
Company, as determined by the formula set forth in the following paragraphs. The
additional shares of Common stock of the Holding Company issued in the
Conversion Transaction would be sold at their aggregate pro forma market value
as determined by an Independent Appraisal.
In any Conversion Transaction, Minority Stockholders, if any, will be
entitled without additional consideration to maintain the same percentage
ownership interest in the Holding Company after the Conversion Transaction as
their percentage ownership interest in the Holding Company immediately prior to
the Conversion Transaction (i.e., the "Minority Ownership Interest"), subject
only to the following adjustments (if required by federal or state law,
regulation, or regulatory policy) to reflect: (i) the cumulative effect of the
aggregate amount of dividends waived by the MHC; and (ii) the market value of
assets of the MHC (other than common stock of the Holding Company).
The adjustment referred to in clause (i) of the preceding paragraph
above would require that the Minority Ownership Interest (expressed as a
percentage) be adjusted by multiplying the Minority Ownership Interest by the
following fraction:
(Holding Company stockholders' equity immediately prior to
Conversion Transaction) - (aggregate amount of dividends
waived by MHC) Holding Company stockholders' equity
immediately prior to Conversion Transaction
The Minority Ownership Interest shall also be adjusted to reflect any
assets of the MHC other than Common Stock of the Holding Company by multiplying
the result obtained in the immediately preceding paragraph by the following
fraction:
(pro forma market value of Holding Company) -
(market value of assets of MHC other than
Holding Company common stock) pro forma
market value of Holding Company
At the sole discretion of the Board of Directors of the MHC and the
Holding Company, a Conversion Transaction may be effected in any other manner
necessary to qualify the Conversion Transaction as a tax-free reorganization
under applicable federal and state tax laws, provided such Conversion
Transaction does not diminish the rights and ownership interest of Minority
Stockholders as set forth in the preceding paragraphs. If a Conversion
Transaction does not occur, the MHC will always own a majority of the voting
stock of the Holding Company. Management of the Bank has no current intention to
conduct a Conversion Transaction.
A Conversion Transaction would require the approval of applicable
federal regulators, and would be presented to a vote of the members of the MHC.
Federal regulatory policy requires that in any Conversion Transaction the
members of the MHC will be accorded the same stock purchase priorities as if the
MHC were a mutual savings bank converting to stock form.
8. Timing of the Reorganization and Sale of Capital Stock
The Bank intends to consummate the Reorganization as soon as feasible
following the receipt of all approvals referred to in Section 4 of the Plan.
Subject to the approval of the OTS, the Holding Company intends to commence the
Stock Offering concurrently with the proxy solicitation of Members. The Holding
Company may close the Stock Offering before the Special Meeting, provided that
the offer and sale of the Common Stock shall be conditioned upon approval of the
Plan by the Members at the
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Special Meeting. The Bank's proxy solicitation materials may permit certain
Members to return to the Bank by a reasonable date certain a postage paid card
or other written communication requesting receipt of the prospectus if the
prospectus is not mailed concurrently with the proxy solicitation materials. The
Stock Offering shall be conducted in compliance with the securities offering
regulations of the SEC. The Bank will not finance or loan funds to any person to
purchase Common Stock.
9. Number of Shares to be Offered
A. The total number of shares (or range thereof) of Common Stock to be
issued and offered for sale pursuant to the Plan shall be determined initially
by the Board of Directors of the Bank and the Holding Company in conjunction
with the determination of the Independent Appraiser. The number of shares to be
offered may be adjusted prior to completion of the Stock Offering. The total
number of shares of Common Stock that may be issued to persons other than the
MHC at the close of the Stock Offering must be less than 50% of the issued and
outstanding shares of Common Stock of the Holding Company.
B. For a period of 30 days following the completion of the
Reorganization, the Boards of Directors of the Holding Company and the MHC, in
their sole discretion, may determine to issue or allocate shares of Common Stock
("Contingent Shares") (a) to subscribers to fill orders resulting from (i) any
allocation oversights in the event of an oversubscription, (ii) lost or damaged
stock order forms which the Company's Board determines should have been filled
in the Offering, or (iii) orders initially rejected but later found to be
legitimate, or (b) in the event of an issuance described in (a), to the MHC in
order to maintain a Minority Ownership Interest at a percentage desired by the
Boards of Directors of the MHC and the Holding Company. Contingent Shares may be
authorized but unissued shares or shares issued to the MHC in the
Reorganization, and shall include no more than a number of shares equal to 3% of
the shares issued in the Offering. Contingent Shares will not be included in the
total number of shares for purposes of determining any individual or maximum
purchase limitation or the number of shares of stock to be purchased by
Tax-Qualified Employee Plans. In the event of an oversubscription in the
Offering, Contingent Shares will be allocated to a subscriber based upon the
allocation of shares to persons who had the same or similar deposit account
balance as that subscriber.
10. Independent Valuation and Purchase Price of Shares
All shares of Common Stock sold in the Stock Offering shall be sold at
a uniform price per share. The purchase price and number of shares to be
outstanding shall be determined by the Board of Directors of the Holding Company
on the basis of the estimated pro forma market value of the Holding Company and
the Bank. The aggregate purchase price for the Common Stock will not be
inconsistent with such market value of the Holding Company and the Bank. The pro
forma market value of the Holding Company and the Bank will be determined for
such purposes by the Independent Appraiser.
Prior to the commencement of the Stock Offering, an estimated valuation
range will be established, which range may vary within 15% above to 15% below
the midpoint of such range, and up to 15% greater than the maximum of such
range, as determined by the Board of Directors at the time of the Stock Offering
and consistent with OTS regulations. The Holding Company intends to issue up to
49.9% of its common in the Stock Offering. The number of shares of Common Stock
to be issued and the ownership interest of the MHC may be increased or decreased
by the Holding Company, taking into consideration any change in the independent
valuation and other factors, at the discretion of the Board of Directors of the
Bank and the Holding Company.
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Based upon the independent valuation as updated prior to the
commencement of the Stock Offering, the Board of Directors may establish the
minimum and maximum ownership percentage applicable to the Stock Offering, or
may fix the ownership percentage of the Minority Stockholders. In the event the
ownership percentage of the Minority Stockholders is not fixed in the Stock
Offering, the minority ownership percentage (the "Minority Ownership
Percentage") will be determined as follows: (a) the product of (x) the total
number of shares of Common Stock issued by the Holding Company and (y) the
purchase price per share divided by (b) the estimated aggregate pro forma market
value of the Bank and the Holding Company immediately after the Stock Offering
as determined by the Independent Appraiser, expressed in terms of a specific
aggregate dollar amount rather than as a range, upon the closing of the Stock
Offering or sale of all the Common Stock.
Notwithstanding the foregoing, no sale of Common Stock may be
consummated unless, prior to such consummation, the Independent Appraiser
confirms to the Holding Company, the Bank and to the OTS that, to the best
knowledge of the Independent Appraiser, nothing of a material nature has
occurred which, taking into account all relevant factors, would cause the
Independent Appraiser to conclude that the aggregate value of the Common Stock
at the Purchase Price is incompatible with its estimate of the aggregate
consolidated pro forma market value of the Holding Company and the Bank. If such
confirmation is not received, the Holding Company may cancel the Stock Offering,
extend the Stock Offering and establish a new price range and/or estimated price
range, extend, reopen or hold a new Stock Offering or take such other action as
the OTS may permit.
The estimated market value of the Holding Company and the Bank shall be
determined for such purpose by an Independent Appraiser on the basis of such
appropriate factors as are not inconsistent with OTS regulations. The Common
Stock to be issued in the Stock Offering shall be fully paid and nonassessable.
The aggregate amount of outstanding Common Stock that may be owned or
controlled by persons other than the MHC parent at the close of the Stock
Offering shall be less than 50% of the Holding Company's total outstanding
Common Stock.
If there is a Direct Community Offering or Syndicated Community
Offering of shares of Common Stock not subscribed for in the Subscription
Offering, the price per share at which the Common Stock is sold in such Direct
Community Offering or Syndicated Community Offering shall be equal to the
purchase price per share at which the Common Stock is sold to persons in the
Subscription Offering. Shares sold in the Direct Community Offering or
Syndicated Community Offering will be subject to the same limitations as shares
sold in the Subscription Offering.
11. Method of Offering Shares and Rights to Purchase Stock
In descending order of priority, the opportunity to purchase Common
Stock shall be given in the Subscription Offering to: (1) Eligible Account
Holders; (2) Tax-Qualified Employee Plans; (3) Supplemental Eligible Account
Holders; (4) Other Members; and (5) directors, officers and employees of the
Bank pursuant to priorities established by the Board of Directors. Any shares of
Common Stock that are not subscribed for in the Subscription Offering may at the
discretion of the Bank and the Holding Company be offered for sale in a Direct
Community Offering or a Syndicated Community Offering. The minimum purchase by
any Person shall be 25 shares. The Holding Company may use its discretion in
determining whether prospective purchasers are "residents," "associates," or
"acting in concert" as defined in the Plan, and in interpreting any and all
other provisions of the Plan. All such determinations are in the
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sole discretion of the Holding Company, and may be based on whatever evidence
the Holding Company chooses to use in making any such determination.
In addition to the priorities set forth below, the Board of Directors
may establish other priorities for the purchase of Common Stock, subject to the
approval of the OTS. The priorities for the purchase of shares in the Stock
Offering are as follows:
A. Subscription Offering
Priority 1: Eligible Account Holders. Each Eligible Account Holder
shall be given the opportunity to purchase up to the greater of $100,000 of
Common Stock offered in the Stock Offering or 15 times the product (rounded down
to the next whole number) obtained by multiplying the total number of shares of
Common Stock offered in the Stock Offering by a fraction of which the numerator
is the amount of the Eligible Account Holder's Qualifying Deposit and the
denominator is the total amount of Qualifying Deposits of all Eligible Account
Holders; provided that the Holding Company may, in its sole discretion and
without further notice to or solicitation of subscribers or other prospective
purchasers, increase such maximum purchase limitation to 5% of the maximum
number of shares offered in the Stock Offering, subject to the overall purchase
limitation set forth in Section 12. If there are insufficient shares available
to satisfy all subscriptions of Eligible Account Holders, shares will be
allocated to Eligible Account Holders so as to permit each such subscribing
Eligible Account Holder to purchase a number of shares sufficient to make his
total allocation equal to the lesser of 100 shares or the number of shares
subscribed for. Thereafter, unallocated shares will be allocated pro rata to
remaining subscribing Eligible Account Holders whose subscriptions remain
unfilled in the same proportion that each such subscriber's Qualifying Deposit
bears to the total amount of Qualifying Deposits of all subscribing Eligible
Account Holders whose subscriptions remain unfilled. To ensure proper allocation
of stock, each Eligible Account Holder must list on his subscription order form
all accounts in which he had an ownership interest as of the Eligibility Record
Date.
Priority 2: Tax-Qualified Employee Plans. The Tax-Qualified Employee
Plans shall be given the opportunity to purchase in the aggregate up to 10% of
the Common Stock issued in the Stock Offering. In the event of an
oversubscription in the Stock Offering, subscriptions for shares by the
Tax-Qualified Employee Plans may be satisfied, in whole or in part, out of
authorized but unissued shares of the Holding Company subject to the maximum
purchase limitations applicable to such plans and set forth in Section 12, or
may be satisfied, in whole or in part, through open market purchases by the
Tax-Qualified Employee Plans subsequent to the closing of the Stock Offering. In
the event that the number of shares offered is increased as a result of an
increase in the Independent Valuation, the ESOP will have a priority right to
fill its subscription in whole or in part prior to all other subscriptions.
Priority 3: Supplemental Eligible Account Holders. To the extent there
are sufficient shares remaining after satisfaction of subscriptions by Eligible
Account Holders, and the Tax-Qualified Employee Plans, each Supplemental
Eligible Account Holder shall have the opportunity to purchase up to the greater
of $100,000 of Common Stock offered in the Stock Offering or 15 times the
product (rounded down to the next whole number) obtained by multiplying the
total number of shares of Common Stock offered in the Stock Offering by a
fraction of which the numerator is the amount of the Supplemental Eligible
Account Holder's Qualifying Deposit and the denominator is the total amount of
Qualifying Deposits of all Supplemental Eligible Account Holders, provided that
the Bank may, in its sole discretion and without further notice to or
solicitation of subscribers or other prospective purchasers, increase such
maximum purchase limitation to 5% of the maximum number of shares offered in the
Stock Offering subject to the
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overall purchase limitations set forth in Section 12. In the event Supplemental
Eligible Account Holders subscribe for a number of shares which, when added to
the shares subscribed for by Eligible Account Holders, and the Tax-Qualified
Employee Plans, the shares of Common Stock will be allocated among subscribing
Supplemental Eligible Account Holders so as to permit each subscribing
Supplemental Eligible Account Holder to purchase a number of shares sufficient
to make his total allocation equal to the lesser of 100 shares or the number of
shares subscribed for. Thereafter, unallocated shares will be allocated to each
subscribing Supplemental Eligible Account Holder whose subscription remains
unfilled in the same proportion that such subscriber's Qualifying Deposits on
the Supplemental Eligibility Record Date bear to the total amount of Qualifying
Deposits of all subscribing Supplemental Eligible Account Holders whose
subscriptions remain unfilled.
Priority 4: Other Members. To the extent that there are sufficient
shares remaining after satisfaction of subscriptions by Eligible Account
Holders, the Tax-Qualified Employee Plans and Supplemental Eligible Account
Holders, each Other Member shall have the opportunity to purchase up to $100,000
of Common Stock offered in the Stock Offering, provided that the Bank may, in
its sole discretion and without further notice to or solicitation of subscribers
or other prospective purchasers, increase such maximum purchase limitation to 5%
of the maximum number of shares offered in the Stock Offering, subject to the
overall purchase limitations set forth in Section 12. In the event Other Members
subscribe for a number of shares which, when added to the shares subscribed for
by the Eligible Account Holders, Tax-Qualified Employee Plans and Supplemental
Eligible Account Holders is in excess of the total number of shares offered in
the Stock Offering, the subscriptions of such Other Members will be allocated
among subscribing Other Members on a pro rata basis based on the size of such
Other Members' orders.
Priority 5: Directors, Officers and Employees. To the extent that
shares remain available for purchase after satisfaction of all subscriptions of
the Eligible Account Holders, Tax-Qualified Employee Plans, Supplemental
Eligible Account Holders, and Other Members, employees, officers and directors
of the Bank shall have the opportunity to purchase up to $100,000 of the Common
Stock offered in the Stock Offering; provided that the Bank may, in its sole
discretion, and without further notice to or solicitation of subscribers or
other prospective purchasers, increase such maximum purchase limitation to 5% of
the maximum number of shares offered in the Stock Offering, subject to the
overall purchase limitations set forth in Section 12. In the event that
directors, officers and employees subscribe for a number of shares, which, when
added to the shares subscribed for by Eligible Account Holders, Tax-Qualified
Employee Plans, Supplemental Eligible Account Holders, and Other Members is in
excess of the total shares offered in the Stock Offering, the subscriptions of
such Persons will be allocated among directors, officers and employees on a pro
rata basis based on the size of each Person's orders.
B. Direct Community Offering
Any shares of Common Stock not subscribed for in the Subscription
Offering may be offered for sale in a Direct Community Offering. This will
involve an offering of all unsubscribed shares directly to the general public
with a preference to those natural persons residing in the counties in which the
Bank maintains its offices. The Direct Community Offering, if any, shall be for
a period of not more than 45 days unless extended by the Holding Company and the
Bank, and shall commence concurrently with, during or promptly after the
Subscription Offering. The Holding Company and the Bank may use an investment
banking firm or firms on a best efforts basis to sell the unsubscribed shares in
the Subscription and Direct Community Offering. The Holding Company and the Bank
may pay a commission or other fee to such investment banking firm or firms as to
the shares sold by such firm or firms in the Subscription and Direct Community
Offering and may also reimburse such firm or firms for expenses incurred in
connection
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with the sale. The Direct Community Offering may include a syndicated community
offering managed by such investment banking firm or firms. The Common Stock will
be offered and sold in the Direct Community Offering, in accordance with OTS
regulations, so as to achieve the widest distribution of the Common Stock. No
person, by himself or herself, or with an Associate or group of Persons acting
in concert, may subscribe for or purchase more than $100,000 of Common Stock
offered in the Direct Community Offering. Further, the Bank may limit total
subscriptions under this Section 11(B) so as to assure that the number of shares
available for the public offering may be up to a specified percentage of the
number of shares of Common Stock. Finally, the Bank may reserve shares offered
in the Direct Community Offering for sales to institutional investors.
In the event of an oversubscription for shares in the Direct Community
Offering, shares may be allocated (to the extent shares remain available) first
to cover any reservation of shares for a public offering or institutional
orders, next to cover orders of natural persons residing in the counties in
which the Bank maintains its offices, then to cover the orders of any other
person subscribing for shares in the Direct Community Offering so that each such
person may receive 1,000 shares, and thereafter, on a pro rata basis to such
persons based on the amount of their respective subscriptions.
The Bank and the Holding Company, in their sole discretion, may reject
subscriptions, in whole or in part, received from any Person under this Section
11(B).
C. Syndicated Community Offering
Any shares of Common Stock not sold in the Subscription Offering or in
the Direct Community Offering, if any, may be offered for sale to the general
public by a selling group of broker-dealers in a Syndicated Community Offering,
subject to terms, conditions and procedures, including the timing of the
offering, as may be determined by the Bank and the Holding Company in a manner
that is intended to achieve the widest distribution of the Common Stock subject
to the rights of the Holding Company to accept or reject in whole or in part all
order in the Syndicated Community Offering. It is expected that the Syndicated
Community Offering would commence as soon as practicable after termination of
the Subscription Offering and the Direct Community Offering, if any. The
Syndicated Community Offering shall be completed within 45 days after the
termination of the Subscription Offering, unless such period is extended as
provided herein. The Syndicated Community Offering price and the underwriting
discount in the Syndicated Community Offering shall be determined by an
underwriting agreement between the Holding Company, the Bank and the
underwriters. Such underwriting agreement shall be filed with the OTS and the
SEC.
If for any reason a Syndicated Community Offering of unsubscribed
shares of Common Stock cannot be effected and any shares remain unsold after the
Subscription Offering and the Direct Community Offering, if any, the Boards of
Directors of the Holding Company and the Bank will seek to make other
arrangements for the sale of the remaining shares. Such other arrangements will
be subject to the approval of the OTS and to compliance with applicable
securities laws.
12. Additional Limitations on Purchases of Common Stock
Purchases of Common Stock in the Stock Offering will be subject to the
following purchase limitations:
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A. The aggregate amount of outstanding Common Stock of the Holding
Company owned or controlled by persons other than MHC at the close of the Stock
Offering shall be less than 50% of the Holding Company's total outstanding
Common Stock.
B. No Person, Associate thereof, or group of persons acting in concert,
may purchase more than $200,000 of Common Stock offered in the Stock Offering to
persons other than the MHC, except that: (i) the Holding Company may, in its
sole discretion and without further notice to or solicitation of subscribers or
other prospective purchasers, increase such maximum purchase limitation to 5% of
the number of shares offered in the Stock Offering; (ii) Tax-Qualified Employee
Plans may purchase up to 10% of the shares offered in the Stock Offering; and
(iii) for purposes of this subsection 12(B) shares to be held by any
Tax-Qualified Employee Plan and attributable to a person shall not be aggregated
with other shares purchased directly by or otherwise attributable to such
person.
C. The aggregate amount of Common Stock acquired in the Stock Offering
by all Management Persons and their Associates, exclusive of any stock acquired
by such persons in the secondary market, shall not exceed 30% of the outstanding
shares of Common Stock of the Holding Company held by persons other than the MHC
at the close of the Stock Offering. In calculating the number of shares held by
Management Persons and their Associates under this paragraph or under the
provisions of paragraph D of this section, shares held by any Tax-Qualified
Employee Benefit Plans of the Bank that are attributable to such persons shall
not be counted.
D. The aggregate amount of Common Stock acquired in the Stock Offering
by all Management Persons and their Associates, exclusive of any Common Stock
acquired by such plans or persons in the secondary market, shall not exceed 30%
of the stockholders' equity of the Holding Company other than the MHC at the
close of the Stock Offering.
E. The Boards of Directors of the Bank and the Holding Company may, in
their section, increase the maximum purchase limitation set forth in paragraph
12(B) hereof to up to 9.9%, provided that orders for Common Stock in excess of
5% of the number of shares of Common Stock offered in the Stock Offering shall
not in the aggregate exceed 10% of the total shares of Common Stock offered in
the Stock Offering (except that this limitation shall not apply to purchases by
Tax-Qualified Employee Plans). If such 5% limitation is increased, subscribers
for the maximum amount will be, and certain other large subscribers in the sole
discretion of the Holding Company and the Bank may be, given the opportunity to
increase their subscriptions up to the then applicable limit. Requests to
purchase additional shares of Common Stock under this provision will be
determined by the Board of Directors of the Holding Company, in its sole
discretion.
F. Notwithstanding any other provision of this Plan, no person shall be
entitled to purchase any Common Stock to the extent such purchase would be
illegal under any federal law or state law or regulation or would violate
regulations or policies of the National Association of Securities Dealers, Inc.,
particularly those regarding free riding and withholding. The Holding Company
and/or its agents may ask for an acceptable legal opinion from any purchaser as
to the legality of such purchase and may refuse to honor any purchase order if
such opinion is not timely furnished.
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G. The Board of Directors of the Holding Company has the right in its
sole discretion to reject any order submitted by a person whose representations
the Board of Directors believes to be false or who it otherwise believes, either
alone or acting in concert with others, is violating, circumventing, or intends
to violate, evade or circumvent the terms and conditions of this Plan.
Prior to the consummation of the Stock Offering, no person shall offer
to transfer, or enter into any agreement or understanding to transfer the legal
or beneficial ownership of any subscription rights or shares of Common Stock,
except pursuant to this Plan. Each person purchasing Common Stock shall be
deemed to confirm that such purchase does not conflict with the above purchase
limitations contained in this Plan.
EACH PERSON PURCHASING COMMON STOCK IN THE STOCK OFFERING WILL BE
DEEMED TO CONFIRM THAT SUCH PURCHASE DOES NOT CONFLICT WITH THE PURCHASE
LIMITATIONS IN THIS PLAN. ALL QUESTIONS CONCERNING WHETHER ANY PERSONS ARE
ASSOCIATES OR A GROUP ACTING IN CONCERT OR WHETHER ANY PURCHASE CONFLICTS WITH
THE PURCHASE LIMITATIONS IN THIS PLAN OR OTHERWISE VIOLATES ANY PROVISION OF
THIS PLAN SHALL BE DETERMINED BY THE BANK IN ITS SOLE DISCRETION. SUCH
DETERMINATION SHALL BE CONCLUSIVE, FINAL AND BINDING ON ALL PERSONS AND THE BANK
MAY TAKE ANY REMEDIAL ACTION, INCLUDING WITHOUT LIMITATION REJECTING THE
PURCHASE OR REFERRING THE MATTER TO THE OTS FOR ACTION, AS IN ITS SOLE
DISCRETION THE BANK MAY DEEM APPROPRIATE.
13. Payment for Stock
All payments for Common Stock subscribed for or ordered in the Stock
Offering must be delivered in full to the Bank, together with a properly
completed and executed order form, or purchase order in the case of the
Syndicated Community Offering, on or prior to the expiration date specified on
the order form or purchase order, as the case may be, unless such date is
extended by the Bank; provided, that if the Employee Plans subscribe for shares
during the Subscription Offering, such plans will not be required to pay for the
shares at the time they subscribe but rather may pay for such shares of Common
Stock subscribed for by such plans at the Actual Subscription Price upon
consummation of the Stock Offering, provided that, in the case of the ESOP there
is in force from the time of its subscription until the consummation of the
Stock Offering, a loan commitment to lend to the ESOP, at such time, the
aggregated Actual Subscription Price of the shares for which it subscribed. The
Holding Company or the Bank may make scheduled discretionary contributions to an
Employee Plan provided such contributions from the Bank, if any, do not cause
the Bank to fail to meet its regulatory capital requirement.
Payment for Common Stock shall be made either by check or money order,
or if a purchaser has a Deposit Account in the Bank, such purchaser may pay for
the shares subscribed for by authorizing the Bank to make a withdrawal from the
purchaser's passbook, money market or certificate account at the Bank in an
amount equal to the purchase price of such shares. Such authorized withdrawal,
whether from a savings passbook or certificate account, shall be without penalty
as to premature withdrawal. If the authorized withdrawal is from a certificate
account, and the remaining balance does not meet the applicable minimum balance
requirements, the certificate shall be canceled at the time of withdrawal,
without penalty, and the remaining balance will earn interest at the passbook
rate. Funds for which a withdrawal is authorized will remain in the purchaser's
Deposit Account but may not be used by the purchaser until the Common Stock has
been sold or the 45-day period (or such longer period as may be approved by the
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Commissioner) following the Stock Offering has expired, whichever occurs first.
Thereafter, the withdrawal will be given effect only to the extent necessary to
satisfy the subscription (to the extent it can be filled) at the purchase price
per share. Interest will continue to be earned on any amounts authorized for
withdrawal until such withdrawal is given effect. Interest will be paid by the
Bank at a rate established by the Bank on payment for Common Stock received in
cash or by check. Such interest will be paid from the date payment is received
by the Bank until consummation or termination of the Stock Offering. If for any
reason the Stock Offering is not consummated, all payments made by subscribers
in the Stock Offering will be refunded to them with interest. In case of amounts
authorized for withdrawal from Deposit Accounts, refunds will be made by
canceling the authorization for withdrawal.
14. Manner of Exercising Subscription Rights Through Order Forms
As soon as practicable after the prospectus prepared by the Holding
Company and the Bank has been declared effective by the OTS and the SEC, copies
of the prospectus and order forms will be distributed to all Eligible Account
Holders, Supplemental Eligible Account Holders, the Employee Plans and
employees, officers and directors at their last known addresses appearing on the
records of the Bank for the purpose of subscribing for shares of Common Stock in
the Subscription Offering and will be made available for use by those persons
entitled to purchase in the Direct Community Offering.
Each order form will be preceded or accompanied by the prospectus
describing the Holding Company, the Bank, the Common Stock and the Subscription
and Direct Community Offerings. Each order form will contain, among other
things, the following:
A. A specified date by which all order forms must be received by the
Bank, which date shall be not less than 20, nor more than 45 days, following the
date on which the order forms are mailed by the Bank, and which date will
constitute the termination of the Subscription Offering;
B. The purchase price per share for shares of Common Stock to be sold
in the Subscription and Direct Community Offerings;
C. A description of the minimum and maximum number of shares of Common
Stock that may be subscribed for pursuant to the exercise of Subscription Rights
or otherwise purchased in the Direct Community Offering;
D. Instructions as to how the recipient of the order form is to
indicate thereon the number of shares of Common Stock for which such Person
elects to subscribe and the available alternative methods of payment therefor;
E. An acknowledgment that the recipient of the order form has received
a final copy of the prospectus prior to execution of the order form;
F. A statement indicating the consequences of failing to properly
complete and return the order form, including a statement to the effect that all
subscription rights are nontransferable, will be void at the end of the
Subscription Offering, and can only be exercised by delivering to the Bank
within the subscription period such properly completed and executed order form,
together with cash (if delivered in person), check or money order in the full
amount of the purchase price as specified in the order form for the shares of
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Common Stock for which the recipient elects to subscribe in the Subscription
Offering (or by authorizing on the order form that the Bank withdraw said amount
from the subscriber's Deposit Account at the Bank); and
G. A statement to the effect that the executed order form, once
received by the Bank, may not be modified or amended by the subscriber without
the consent of the Bank.
Notwithstanding the above, the Bank and the Holding Company reserve the
right in their sole discretion to accept or reject orders received on
photocopied or facsimilied order forms.
15. Undelivered, Defective or Late Order Form; Insufficient Payment
In the event order forms (a) are not delivered and are returned to the
Bank by the United States Postal Service or the Bank is unable to locate the
addressee, (b) are not received back by the Bank or are received by the Bank
after the expiration date specified thereon, (c) are defectively filled out or
executed, (d) are not accompanied by the full required payment for the shares of
Common Stock subscribed for (including cases in which Deposit Accounts from
which withdrawals are authorized are insufficient to cover the amount of the
required payment), or (e) are not mailed pursuant to a "no mail" order placed in
effect by the account holder, the subscription rights of the Person to whom such
rights have been granted will lapse as though such Person failed to return the
contemplated order form within the time period specified thereon; provided, that
the Bank may, but will not be required to, waive any immaterial irregularity on
any order form or require the submission of corrected order forms or the
remittance of full payment for subscribed shares by such date as the Bank may
specify. The interpretation by the Bank of terms and conditions of this Plan and
of the order forms will be final, subject to the authority of the OTS.
16. Completion of the Stock Offering
The Stock Offering will be terminated if not completed within 90 days
from the date of approval by the OTS, unless an extension is approved by the
OTS.
17. Market for Common Stock
If at the close of the Stock Offering the Holding Company has more than
100 shareholders of any class of stock, the Holding Company shall use its best
efforts to:
(i) encourage and assist a market maker to establish and maintain a
market for that class of stock; and
(ii) list that class of stock on a national or regional securities
exchange, or on the Nasdaq system.
18. Stock Purchases by Management Persons After the Offering
For a period of three years after the proposed Stock Offering, no
Management Person or his or her Associates may purchase, without the prior
written approval of the OTS, any Common Stock of the Holding Company, except
from a broker-dealer registered with the SEC, except that the foregoing shall
not apply to:
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A. Negotiated transactions involving more than 1% of the outstanding
stock in the class of stock; or
B. Purchases of stock made by and held by any Tax-Qualified or Non-Tax
Qualified Employee Plan of the Stock Bank or the Holding Company even if such
stock is attributable to Management Persons or their Associates.
19. Resales of Stock by Management Persons
Common Stock purchased by Management Persons and their Associates in
the Stock Offering may not be resold for a period of at least one year following
the date of purchase, except in the case of death of the Management Person or
Associate.
20. Stock Certificates
Each stock certificate shall bear a legend giving appropriate notice of
the restrictions set forth in Section 19 above. Appropriate instructions shall
be issued to the Holding Company's transfer agent with respect to applicable
restrictions on transfers of such stock. Any shares of stock issued as a stock
dividend, stock split or otherwise with respect to such restricted stock, shall
be subject to the same restrictions as apply to the restricted stock.
21. Restriction on Financing Stock Purchases
The Holding Company will not offer or sell any of the Common Stock
proposed to be issued to any person whose purchase would be financed by funds
loaned to the person by the Holding Company, the Bank or any of their
Affiliates.
22. Stock Benefit Plans
The Board of Directors of the Bank and/or the Holding Company intend to
adopt one or more stock benefit plans for its employees, officers and directors,
including an ESOP, stock award plans and stock option plans, which will be
authorized to purchase Common Stock and grant options for Common Stock. However,
only the Tax-Qualified Employee Plans will be permitted to purchase Common Stock
in the Stock Offering subject to the purchase priorities set forth in this Plan.
The Board of Directors of the Bank intends to establish the ESOP and authorize
the ESOP and any other Tax-Qualified Employee Plans to purchase in the aggregate
up to 10% of the Common Stock issued in the Stock Offering. The Stock Bank or
the Holding Company may make scheduled discretionary contributions to one or
more Tax-Qualified Employee Plans to purchase Common Stock issued in the Stock
Offering or to purchase issued and outstanding shares of Common Stock or
authorized but unissued shares of Common Stock subsequent to the completion of
the Stock Offering, provided such contributions do not cause the Stock Bank to
fail to meet any of its regulatory capital requirements. This Plan specifically
authorizes the grant and issuance by the Holding Company of (i) awards of Common
Stock after the Stock Offering pursuant to one or more stock recognition and
award plans (the "Recognition Plans") in an amount equal to up to 4% of the
number of shares of Common Stock issued in the Stock Offering (and in an amount
equal to up to 5% of the Common Stock issued in the Stock Offering if the
Recognition Plans are adopted more than one year after the completion of the
Stock Offering), (ii) options to purchase a number of shares of the Holding
Company's Common Stock in an amount equal to up to 10% of the number of shares
of Common Stock issued in the Stock Offering and shares of Common Stock issuable
upon exercise of such options, and (iii)
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Common Stock to one or more Tax Qualified Employee Plans, including the ESOP, at
the closing of the Stock Offering or at any time thereafter, in an amount equal
to up to 8% of the number of shares of Common Stock issued in the Stock Offering
if the Recognition Plans award Common Stock sooner than one year after the
completion of the Stock Offering, and up to 10% of the number of shares of
Common Stock issued in the Stock Offering if the Recognition Plans are adopted
more than one year after the completion of the Stock Offering. Shares awarded to
the Tax Qualified Employee Plans or pursuant to the Recognition Plans, and
shares issued upon exercise of options may be authorized but unissued shares of
the Holding Company's Common Stock, or shares of Common Stock purchased by the
Holding Company or such plans on the open market. Any awards of Common Stock
under the Recognition Plans and the stock option plans will be subject to prior
stockholder approval.
23. Post-Reorganization Filing and Market Making
It is likely that there will be a limited market for the Common Stock
sold in the Stock Offering, and purchasers must be prepared to hold the Common
Stock for an indefinite period of time. If the Holding Company has more than 35
stockholders of any class of stock, the Holding Company shall register its
Common Stock with the SEC pursuant to the Exchange Act, and shall undertake not
to deregister such Common Stock for a period of three years thereafter.
24. Payment of Dividends and Repurchase of Stock
The Holding Company may not declare or pay a cash dividend on its
Common Stock if the effect thereof would cause the regulatory capital of the
Bank to be reduced below the amount required under ss. 567.2 of the OTS rules
and regulations. Otherwise, the Holding Company may declare dividends or make
other capital distributions in accordance with applicable laws and regulations.
Following completion of the Stock Offering, the Holding Company may repurchase
its Common Stock subject to ss. 563b.3(g) of the OTS rules and regulations, as
long as such repurchases do not cause the regulatory capital of the Bank to be
reduced below the amount required under 12 C.F.R. ss. 567.2. The MHC may from
time to time purchase Common Stock of the Holding Company. Subject to the
approval of the OTS, the MHC may waive its right to receive dividends declared
by the Holding Company.
25. Reorganization and Stock Offering Expenses
The Regulations require that the expenses of any Stock Offering must be
reasonable. The Bank will use its best efforts to assure that the expenses
incurred by the Bank and the Holding Company in effecting the Reorganization and
the Stock Offering will be reasonable.
26. Employment and Other Severance Agreements
Following or contemporaneously with the Reorganization, the Bank and/or
the Holding Company may enter into employment and/or severance arrangements with
one or more executive officers of the Bank and/or the Holding Company. It is
anticipated that any employment contracts entered into by the Bank and/or the
Holding Company will be for terms not exceeding three years and that such
contracts will provide for annual renewals of the term of the contracts, subject
to approval by the Board of Directors. The Bank and/or the Holding Company also
may enter into severance arrangements with one or more executive officers which
provide for the payment of severance compensation in the event of a change in
control of the Bank and/or the Holding Company. The terms of such employment and
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severance arrangements have not been determined as of this time, but will be
described in any prospectus circulated in connection with the Stock Offering and
will be subject to and comply with all regulations of the OTS.
27. Interpretation
All interpretations of this Plan and application of its provisions to
particular circumstances by a majority of the Board of Directors of the Bank
shall be final, subject to the authority of the OTS.
28. Amendment or Termination of the Plan
If necessary or desirable, the terms of the Plan may be substantially
amended by a majority vote of the Bank's Board of Directors as a result of
comments from regulatory authorities or otherwise, 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 terms of the Plan
that relate to the Reorganization may be amended by a majority vote of the Board
of Directors only with the concurrence of the OTS. Terms of the Plan relating to
the Stock Offering including, without limitation, Sections 8 through 20, may be
amended by a majority vote of the Bank's Board of Directors as a result of
comments from regulatory authorities or otherwise at any time prior to the
approval of the Plan by the OTS and at any time thereafter with the concurrence
of the OTS. The Plan may be terminated by a majority vote of the Board of
Directors at any time prior to the earlier of approval of the Plan by the OTS
and the date of the Special Meeting, and may be terminated by a majority vote of
the Board of Directors at any time thereafter with the concurrence of the OTS.
In its discretion, the Board of Directors may modify or terminate the Plan upon
the order of the regulatory authorities without a resolicitation of proxies or
another meeting of the Members; however, any material amendment of the terms of
the Plan that relate to the Reorganization which occur after the Special Meeting
shall require a resolicitation of Members.
The Plan shall be terminated if the Reorganization is not completed
within 24 months from the date upon which the Members of the Bank approve the
Plan, and may not be extended by the Bank or the OTS.
Dated: October 15, 1997.
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LIBERTY BANK
FEDERAL STOCK CHARTER
Section 1. Corporate Title. The full corporate title of the savings
association is Liberty Bank (the "Association").
Section 2. Office. The home office shall be located in the City of
Avenel, County of Middlesex, State of New Jersey.
Section 3. Duration. The duration of the Association is perpetual.
Section 4. Purpose and Powers. The purpose of the Association is to
pursue any or all of the lawful objectives of a Federal savings association
chartered under 10(o) of the Home Owners' Loan Act, 12 U.S.C. 1467(o) and to
exercise all of the express, implied, and incidental powers conferred thereby
and by all acts amendatory thereof and supplemental thereto, subject to the
Constitution and laws of the United States as they are now in effect, or as they
may hereafter be amended, and subject to all lawful and applicable rules,
regulations, and orders of the Office of Thrift Supervision (the "Office").
Section 5. Capital Stock. The total number of shares of all classes of
the capital stock which the Association has authority to issue is 30,000,000 of
which 20,000,000 shares shall be common stock, par value $.10 per share, and of
which 10,000,000 shares shall be serial preferred stock. The shares may be
issued from time to time as authorized by the board of directors without the
approval of its stockholders except as otherwise provided in this Section 5 or
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. Neither
promissory notes nor future services shall constitute payment or part payment
for the issuance of shares of the Association. The consideration for the shares
shall be cash, tangible or intangible property (to the extent direct investment
in such property would be permitted to the Association), labor or services
actually performed for the Association, 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 Association,
shall be conclusive. Upon payment of such consideration, such shares shall be
deemed to be fully paid and nonassessable. In the case of a stock dividend, that
part of the surplus of the Association which is transferred to stated capital
upon the issuance of shares as a share dividend shall be deemed to be the
consideration for their issuance.
Except for shares issuable in connection with the conversion of the
Association from the mutual to the stock form of capitalization, no shares of
capital stock (including shares issuable upon conversion, exchange, or exercise
of other securities) shall be issued, directly or indirectly, to officers,
directors, or controlling persons of the Association other than as part of a
general public offering or as qualifying shares to a director, unless their
issuance or the plan under which they would be issued has been approved by a
majority of the total votes eligible to be cast at a legal meeting.
Nothing contained in this Section 5 (or in any supplementary sections
hereto) 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, except as
to the cumulation of votes for the election of directors. Provided, that this
restriction on voting separately by class or series shall not apply:
(i) To any provision which would authorize the holders of preferred
stock, voting as a class or series, to elect some members of the
board of directors, less than a majority thereof, in the event of
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default in the payment of dividends on any class or series of
preferred stock;
(ii) To any provision which would require the holders of preferred
stock, voting as a class or series, to approve the merger or
consolidation of the Association with another corporation or the
sale, lease, or conveyance (other than by mortgage or pledge) of
properties or business in exchange for securities of a
corporation other than the Association if the preferred stock is
exchanged for securities of such other corporation: Provided,
that no provision may require such approval for transactions
undertaken with the assistance or pursuant to the direction of
the Office, the Federal Deposit Insurance Corporation, or the
Resolution Trust Corporation;
(iii)To any amendment which would adversely change the specific terms
of any class or series of capital stock as set forth in this
Section 5 (or in any supplementary sections hereto), including
any amendment which would create or enlarge any class or series
ranking prior thereto in rights and preferences. An amendment
which increases the number of authorized shares of any class or
series of capital stock, or substitutes the surviving Association
in a merger or consolidation for the Association, shall not be
considered to be such an adverse change.
A description of the different classes and series of the Association's
capital stock and a statement of the designations, and the relative rights,
preferences and limitations of the shares of each class of and series of capital
stock are as follows:
A. Common Stock. Except as provided in this Section 5 (or in any
supplementary sections thereto) the holders of 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 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
Association, 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 Association available for distribution remaining after: (i)
payment or provision for payment of the Association's debts and liabilities;
(ii) distributions or provision for distributions in settlement of its
liquidation account; and (iii) distributions or provisions 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 Association. Each share of
common stock shall have the same rights as and be identical in all respects with
all the other shares of common stock.
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B. Preferred Stock. The Association may provide in supplementary
sections to its charter for one or more classes of preferred stock, which shall
be separately identified. The shares of any class may be divided into and issued
in series, with each series separately designated so as to distinguish the
shares thereof from the shares of all other series and classes. The terms of
each series shall be set forth in a supplementary section to the charter. All
shares of the same class shall be identical, except as to the following relative
rights and preferences, as to which there may be variations between different
series:
(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(s), the payment date(s) 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 of 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 Association;
(f) Whether the shares of 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 of stock
of the Association and, if so, the conversion price(s) or the
rate(s) 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 serial preferred stock shall have the same
relative rights as and be identical in all respects with all the other shares of
the same series.
The board of directors shall have authority to divide, by the adoption
of supplementary charter sections, any authorized class of preferred stock into
series and, within the limitations set forth in this section and the remainder
of this charter, fix and determine the relative rights and preferences of the
shares of any series so established.
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Prior to the issuance of any preferred shares of a series established
by a supplementary charter section adopted by the board of directors, the
Association shall file with the Secretary to the Office a dated copy of that
supplementary section of this charter establishing and designating the series
and fixing and determining the relative rights and preferences thereof.
Section 6. Preemptive Rights. Holders of the capital stock of the
Association shall not be entitled to preemptive rights with respect to any
shares of the Association which may be issued.
Section 7. Directors. The Association shall be under the direction of a
board of directors. The authorized number of directors, as stated in the
Association's bylaws, shall not be fewer than five nor more than fifteen except
when a greater number is approved by the Director of the Office.
Section 8. Certain Provisions Applicable for Five Years.
Notwithstanding anything contained in the Association's charter or bylaws to the
contrary, for a period of five years from the effective date of this Charter,
the following provisions shall apply:
A. Beneficial Ownership Limitation. No person, other than Liberty
Bancorp, Inc. and Liberty Bancorp, MHC, the mutual holding company of the
Association, shall directly or indirectly offer to acquire or acquire the
beneficial ownership of more than 10 percent of the common stock of the
Association. This limitation shall not apply to a transaction in which the
Association forms a stock 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, the purchase of shares by
underwriters in connection with a public offering, or the purchase of shares by
a tax-qualified employee stock benefit plan which is exempt from the approval
requirements under 574.3(c)(l)(vi) of the Office's regulations.
In the event shares are acquired in violation of this Section 8, 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.
For purposes of this Section 8, the following definitions apply:
(1) The term "person" includes an individual, a group acting in
concert, a corporation, a partnership, an association, a joint stock company, a
trust, an unincorporated organization or similar company, a syndicate or any
other group formed for the purpose of acquiring, holding or disposing of the
common stock of the Association.
(2) The term "offer" includes every offer to buy or otherwise acquire,
solicitation of an offer to sell, tender offer for, or request or invitation for
tenders of, a security or interest in a security for value.
(3) The term "acquire" includes every type of acquisition, whether
effected by purchase, exchange, operation of law or otherwise.
(4) The term "acting in concert" means (a) knowing participation in a
joint activity or conscious parallel action towards a common goal whether or not
pursuant to an express agreement, or (b) 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 arrangements,
whether written or otherwise.
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B. Call for Special Meetings. Special meetings of stockholders relating
to changes in control of the Association or amendments to its charter shall be
called only upon direction of the board of directors.
Section 9. Amendment of Charter. Except as provided in Section 5, no
amendment, addition, alteration, change, or repeal of this charter shall be
made, unless such is first proposed by the board of directors of the
Association, approved by the shareholders of a majority of the votes eligible to
be cast at a legal meeting, unless a higher vote is otherwise required, and
approved or preapproved by the Office.
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LIBERTY BANK
Attest: ______________________________________
Leslie C. Whelan, Secretary
By: ______________________________________
John R. Bowen, President and
Chief Executive Officer
OFFICE OF THRIFT SUPERVISION
Attest: ______________________________________
Secretary of the Office of Thrift Supervision
By: ______________________________________
Director of the Office of Thrift Supervision
Declared effective this ____________ day of ______________ , 1998.
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LIBERTY BANK
BYLAWS
ARTICLE I - Home Office
The home office of Liberty Bank (the "Association") shall be located at
1410 St. Georges Avenue in the City of Avenel, in the County of Midllesex, in
the State of New Jersey.
ARTICLE II - Shareholders
Section 1. Place of Meetings. All annual and special meetings of
shareholders shall be held at the home office of the Association or at such
other place in the State in which the principal place of business of the
Association is located as the board of directors may determine.
Section 2. Annual Meeting. A meeting of the shareholders of the
Association for the election of directors and for the transaction of any other
business of the Association shall be held annually within 150 days after the end
of the Association's fiscal year, on the _____ __________ in _____, 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., or at such other date and time within such
150-day period as the board of directors may determine.
Section 3. Special Meetings. Subject to the limitations set forth in
Section 8 of the Association's Charter, special meetings of the shareholders for
any purpose or purposes, unless otherwise prescribed by the regulations of the
Office of Thrift Supervision (the "Office"), 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 of the outstanding capital stock of the Association entitled to vote at the
meeting. Such written request shall state the purpose or purposes of the meeting
and shall be delivered to the home office of the Association 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 the most current edition of Robert's Rules of Order
unless otherwise prescribed by regulations of the Office or these bylaws or the
Board of Directors adopts another written procedure for the conduct of meetings.
The Board of Directors shall designate, when present, either the chairman of the
board or president to preside at such meetings.
Section 5. Notice of Meetings. Written notice stating the place, date,
and hour of the meeting and the purpose(s) for which the meeting is called shall
be delivered not fewer than 10 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 shareholder 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 shareholder at the address as it appears on the stock transfer
books or records of the Association as of the record date prescribed in Section
6 of this Article II with postage prepaid. When any shareholders 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
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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
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders entitled to receive payment 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 fewer than 10 days prior
to the date on which the particular action, requiring such determination of
shareholders, is to be taken. 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 List. At least 20 days before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books for
shares of the Association shall make a complete list of the shareholders
entitled to vote at such meeting, or any adjournment, arranged in alphabetical
order, with the address and the number of shares held by each. This list of
shareholders shall be kept on file at the home office of the Association and
shall be subject to inspection by any shareholder at any time during usual
business hours for a period of 20 days prior to such meeting. Such list also
shall 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 constitute prima facie evidence
of the shareholders entitled to examine such list or transfer books or to vote
at any meeting of shareholders.
In lieu of making the shareholder list available for inspection by
shareholders as provided in the preceding paragraph, the board of directors may
elect to follow the procedures described in ss. 552.6(d) of the Office's
regulations as now or hereafter in effect.
Section 8. Quorum. A majority of the outstanding shares of the
Association entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority 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 shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to constitute less than a quorum.
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. No proxy shall be valid more
than eleven months from the date of its execution except for a proxy coupled
with an interest.
Section 10. Voting of Shares in the Name of Two or More Persons. When
ownership stands in the name of two or more persons, at any meeting of the
shareholders of the Association, any one or more of such shareholders may cast,
in person or by proxy, all votes to which such ownership is entitled in the
absence of written directions to the Association to the contrary. In the event
an attempt is made to cast conflicting votes, in person or by proxy, by the
several persons in whose names shares of stock stand, the vote or votes to which
those persons are entitled shall be cast as directed by a majority of those
holding such
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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 11. Voting of Shares of 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. 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 into his name if
authority to do so is contained in an appropriate order of the court or other
public authority by which such receiver was appointed.
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 Association nor
shares held by another corporation, if a majority of the shares entitled to vote
for the election of directors of such other corporation are held by the
Association, 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 12. Cumulative Voting. Stockholders may not cumulate their
votes for election of directors.
Section 13. Inspectors of Election. In advance of any meeting of
shareholders, the board of directors may appoint any person other than nominees
for office as inspectors of election to act at such meeting or any adjournment.
The number of inspectors shall be either one or three. Any such appointment
shall not be altered at the meeting. If inspectors of election are not so
appointed, the chairman of the board or the president may or at the request of
not fewer than 10 percent of the votes represented at the meeting shall, make
such appointment at the meeting. If appointed at the meeting, the majority of
the votes present shall determine whether one or three inspectors are to be
appointed. In case any person appointed as inspector fails to appear or fails or
refuses to act, the vacancy may be filled by appointment by the board of
directors in advance of the meeting or at the meeting by the chairman of the
board or the president.
Unless otherwise prescribed by regulations of the Office, the duties of
such inspectors shall include: determining the number of shares and the voting
power of each share, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity and effect of proxies; receiving votes,
ballots, or consents; hearing and determining all challenges and questions in
any way arising in connection with the rights to vote; counting and tabulating
all votes or consents; determining the result; and such acts as may be proper to
conduct the election or vote with fairness to all shareholders.
Section 14. Nominating Committee. 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,
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such nominations shall be posted in a conspicuous place in each office of the
Association. No nominations for directors except those made by the nominating
committee shall be voted upon at the annual meeting unless other nominations by
shareholders are made in writing and delivered to the secretary of the
Association at least five days prior to the date of the annual meeting. Upon
delivery, such nominations shall be posted in a conspicuous place in each office
of the Association. Ballots bearing the names of all persons nominated by the
nominating committee and by shareholders shall be provided for use at the annual
meeting. However, 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 shareholder entitled to vote and shall be voted
upon.
Section 15. New Business. Any new business to be taken up at the annual
meeting shall be stated in writing and filed with the secretary of the
Association at least five days prior to the date of the annual meeting, and all
business so stated, proposed, and filed shall be considered at the annual
meeting; but no other proposal shall be acted upon at the annual meeting. Any
shareholder may make any other proposal at the annual meeting and the same may
be discussed and considered, but unless stated in writing and filed with the
secretary at least five days before the meeting, such proposal shall be laid
over for action at an adjourned, special or annual meeting of the shareholders
taking place 30 days or more thereafter. This provision shall not prevent the
consideration and approval or disapproval at the annual meeting of reports of
officers, directors, and committees; but in connection with such reports, no new
business shall be acted upon at such annual meeting unless stated and filed as
herein provided.
Section 16. 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 shareholders, may be taken without a meeting if consent in
writing, setting forth the action to be 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. The business and affairs of the Association
shall be under the direction of its 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 and Term. The board of directors shall consist of
nine members and shall be divided into three classes as nearly equal in number
as possible. The members of each class shall be elected for a term of three
years and until their successors are elected and qualified. One class shall be
elected annually by ballot.
Section 3. Regular Meetings. A regular meeting of the board of
directors shall be held without notice other than this bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place, within the
Association's normal lending territory, for the holding of additional regular
meetings without notice other than such resolution.
Section 4. 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 special meetings
of the board of directors may fix any place, within the Association's normal
lending territory, as the place for holding any special meeting of the board of
directors called by such persons.
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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 presence in person but shall not constitute attendance for the
purpose of compensation pursuant to Section 11 of this Article.
Section 5. Notice. 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
prepaid if sent by mail 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 of waiver of notice of such meeting.
Section 6. 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 5 of this Article III.
Section 7. 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 regulation of the Office
or by these bylaws.
Section 8. 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 9. Resignation. Any director may resign at any time by sending
a written notice of such resignation to the home office of the Association
addressed to the chairman of the board or the president. Unless otherwise
specified, such resignation shall take effect upon receipt 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 10. Vacancies. Any vacancy occurring on 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 to serve until the next election of directors by
the shareholders. Any 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 of office continuing only until the next election of directors by the
shareholders.
Section 11. Compensation. Directors, as such, may receive a stated
salary 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.
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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.
Section 12. Presumption of Assent. A director of the Association who is
present at a meeting of the board of directors at which action on any
Association matter is taken shall be presumed to have assented to the action
taken unless his dissent or abstention shall be entered in the minutes of the
meeting or unless he shall file a 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 Association
within five days after the date a copy of the minutes of the meeting is
received. Such right to dissent shall not apply to a director who voted in favor
of such action.
Section 13. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director may be removed for cause by a vote of
the holders of a majority of the shares then entitled to vote at an election of
directors. If less than the entire board is to be removed, no one of the
directors may be removed if the votes cast against the removal would be
sufficient to elect a director if then cumulatively voted at an election of the
class of directors of which such director is a part. Whenever the holders of the
shares of any class are entitled to elect one or more directors by the
provisions of the charter or supplemental sections thereto, the provisions of
this section shall apply, in respect to the removal of a director or directors
so elected, to the vote of the holders of the outstanding shares of that class
and not to the vote of the outstanding shares as a whole.
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 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 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 or bylaws of the Association; 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 Association otherwise
than in the usual and regular course of its business; a voluntary dissolution of
the Association; 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 provisions 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 a 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 days notice stating the
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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.
Section 5. Quorum. A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at any 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 adopted 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 Association. Unless otherwise
specified, such resignation shall take effect upon its 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 held next after the proceedings shall have occurred.
Section 10. Other Committees. The board of directors may by resolution
establish an audit, loan, or other committee composed of directors as they may
determine to be necessary or appropriate for the conduct of the business of the
Association and may prescribe the duties, constitution, and procedures thereof.
ARTICLE V - Officers
Section 1. Positions. The officers of the Association shall be 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 also may
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 Association. The offices of the secretary and treasurer may be held by the
same person and a vice president also may 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 also
may elect or authorize the appointment of such other officers as the business of
the Association 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.
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Section 2. Election and Term of Office. The officers of the Association
shall be elected annually 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 a successor has been duly elected
and qualified or until the officers death, 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 Association to enter into an employment contract with any officer
in accordance with regulations of the Office; 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 Association will be
served thereby, but such removal, other than for cause, shall be without
prejudice to any contractual rights 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.
ARTICLE VI - Contracts, Loans, Checks, and Deposits
Section 1. Contracts. To the extent permitted by regulations of the
Office, and 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 Association to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Association. Such
authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
Association 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 issued in the
name of the Association shall be signed by one or more officers, employees, or
agents of the Association in such manner as shall from time to time be
determined by the board of directors.
Section 4. Deposits. All funds of the Association not otherwise
employed shall be deposited from time to time to the credit of the Association
in any duly authorized depositories as the board of directors may select.
ARTICLE VII - Certificates for Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing shares of
capital stock of the Association shall be in such form as shall be determined by
the board of directors and approved by the Office. Such certificates shall be
signed by the chief executive officer or by any other officer of the Association
authorized by the board of directors, attested by the secretary or an assistant
secretary, and
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sealed with the corporate seal or a facsimile thereof. The signature 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 Association
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 Association. All
certificates surrendered to the Association for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares has been surrendered and cancelled, except that in the case of
a lost or destroyed certificate, a new certificate may be issued upon such terms
and indemnity to the Association as the board of directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of capital stock of
the Association shall be made only on its stock transfer books. Authority for
such transfer shall be given only by the holder of record or by his legal
representative, who shall furnish proper evidence of such authority, or by his
attorney authorized by a duly executed power of attorney and filed with the
Association. Such transfer shall be made only on surrender for cancellation of
the certificate for such shares. The person in whose name shares of capital
stock stand on the books of the Association shall be deemed by the Association
to be the owner for all purposes.
ARTICLE VIII - Fiscal Year; Annual Audit
The fiscal year of the Association shall end on the last day of
December of each year. The Association shall be subject to an annual audit as of
the end of its fiscal year by independent public accountants appointed by and
responsible to the board of directors. The appointment of such accountants shall
be subject to annual ratification by the shareholders.
ARTICLE IX - Dividends
Subject to the terms of the Association's charter and the regulations
and orders of the Office, the board of directors may, from time to time,
declare, and the Association may pay, dividends on its outstanding shares of
capital stock.
ARTICLE X - Corporate Seal
The board of directors shall provide an Association seal which shall be
two concentric circles between which shall be the name of the Association. The
year of incorporation or an emblem may appear in the center.
ARTICLE XI - Amendments
These bylaws may be amended in a manner consistent with regulations of
the Office and shall be effective after: (i) approval of the amendment by a
majority vote of the authorized board of directors, or by a majority vote of the
votes cast by the shareholders of the Association at any legal meeting, and (ii)
receipt of any applicable regulatory approval. When an association fails to meet
its quorum requirements, solely due to vacancies on the board, then the
affirmative vote of a majority of the sitting board will be required to amend
the bylaws.
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LIBERTY BANCORP, INC.
STOCK HOLDING COMPANY CHARTER
Section 1. Corporate Title. The full corporate title of the MHC
subsidiary holding company is Liberty Bancorp (the "Company").
Section 2. Domicile. The domicile of the Company shall be located in
the City of Avenel, in the State of New Jersey.
Section 3. Duration. The duration of the Company is perpetual.
Section 4. Purpose and Powers. The purpose of the Company is to pursue
any or all of the lawful objectives of a federal mutual holding company
chartered under Section 10(o) of the Home Owners' Loan Act, 12 U.S.C. 1467a(o),
and to exercise all of the express, implied, and incidental powers conferred
thereby and by all acts amendatory thereof and supplemental thereto, subject to
the Constitution and laws of the United States as they are now in effect, or as
they may hereafter be amended, and subject to all lawful and applicable rules,
regulations, and orders of the Office of Thrift Supervision (the "Office").
Section 5. Capital Stock. The total number of shares of all classes of
the capital stock which the Company has authority to issue is 30,000,000 of
which 20,000,000 shares shall be common stock, par value $0.10 per share, and of
which 10,000,000 shares shall be serial preferred stock. The shares may be
issued from time to time as authorized by the board of directors without the
approval of its shareholders, except as otherwise provided in this Section 5 or
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. Neither
promissory notes nor future services shall constitute payment or part payment
for the issuance of shares of the Company. The consideration for the shares
shall be cash, tangible or intangible property (to the extent direct investment
in such property would be permitted to the Company), labor, or services actually
performed for the Company, 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 Company, shall be
conclusive. Upon payment of such consideration, such shares shall be deemed to
be fully paid and nonassessable. In the case of a stock dividend, that part of
the retained earnings of the Company that is transferred to common stock or paid
in capital accounts upon the issuance of shares as a stock dividend shall be
deemed to be the consideration for their issuance.
Except for shares issued in the initial organization of the Company, no
shares of capital stock (including shares issuable upon conversion, exchange, or
exercise of other securities) shall be issued, directly or indirectly, to
officers, directors, or controlling persons (except for shares issued to the
parent mutual holding company) of the Company other than as part of a general
public offering or as qualifying shares to a director, unless their issuance or
the plan under which they would be issued has been approved by a majority of the
total votes eligible to be cast at a legal meeting.
Nothing contained in this Section 5 (or in any supplementary sections
hereto) shall entitle the holders of any class or series of capital stock to
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vote as a separate class or series or to more than one vote per share, and there
shall be no cumulation of votes for the election of directors. Provided, that
this restriction on voting separately by class or series shall not apply:
(i) To any provision which would authorize the holders of preferred
stock, voting as a class or series, to elect some members of the
board of directors, less than a majority thereof, in the event of
default in the payment of dividends on any class or series of
preferred stock;
(ii) To any provision which would require the holders of preferred
stock, voting as a class or series, to approve the merger or
consolidation of the Company with another corporation or the
sale, lease, or conveyance (other than by mortgage or pledge) of
properties or business in exchange for securities of a
corporation other than the Company if the preferred stock is
exchanged for securities of such other corporation: Provided,
that no provision may require such approval for transactions
undertaken with the assistance or pursuant to the direction of
the Office, the Federal Deposit Insurance Corporation, or the
Resolution Trust Corporation;
(iii)To any amendment which would adversely change the specific terms
of any class or series of capital stock as set forth in this
Section 5 (or in any supplementary sections hereto), including
any amendment which would create or enlarge any class or series
ranking prior thereto in rights and preferences. An amendment
which increases the number of authorized shares of any class or
series of capital stock, or substitutes the surviving Company in
a merger or consolidation for the Company, shall not be
considered to be such an adverse change.
A description of the different classes and series of the Company's
capital stock and a statement of the designations, and the relative rights,
preferences and limitations of the shares of each class of and series of capital
stock are as follows:
A. Common Stock. Except as provided in this Section 5 (or in any
supplementary sections thereto) the holders of 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 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
Company, 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
Company available for distribution remaining after: (i) payment or provision for
payment of the Company's debts and liabilities; (ii) distributions or provision
for distributions in settlement of its liquidation account; and (iii)
distributions or provisions for distributions to holders of any class or series
of stock having preference over
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the common stock in the liquidation, dissolution, or winding up of the Company.
Each share of common stock shall have the same rights as and be identical in all
respects with all the other shares of common stock.
B. Preferred Stock. The Company may provide in supplementary sections
to its charter for one or more classes of preferred stock, which shall be
separately identified. The shares of any class may be divided into and issued in
series, with each series separately designated so as to distinguish the shares
thereof from the shares of all other series and classes. The terms of each
series shall be set forth in a supplementary section to the charter. All shares
of the same class shall be identical, except as to the following relative rights
and preferences, as to which there may be variations between different series:
(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(s), the payment date(s) 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 of 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 Company;
(f) Whether the shares of 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 of stock
of the Company and, if so, the conversion price(s) or the rate(s)
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 serial preferred stock shall have the same
relative rights as and be identical in all respects with all the other shares of
the same series.
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The board of directors shall have authority to divide, by the adoption
of supplementary charter sections, any authorized class of preferred stock into
series and, within the limitations set forth in this section and the remainder
of this charter, fix and determine the relative rights and preferences of the
shares of any series so established.
Prior to the issuance of any preferred shares of a series established
by a supplementary charter section adopted by the board of directors, the
Company shall file with the Secretary to the Office a dated copy of that
supplementary section of this charter establishing and designating the series
and fixing and determining the relative rights and preferences thereof.
Section 6. Preemptive Rights. Holders of the capital stock of the
Company shall not be entitled to preemptive rights with respect to any shares of
the Company which may be issued.
Section 7. Directors. The Company shall be under the direction of a
board of directors. The authorized number of directors, as stated in the
Company's bylaws, shall not be fewer than five nor more than fifteen except when
a greater or lesser number is approved by the Director of the Office, or his or
her delegate.
Section 8. Certain Provisions Applicable for Five Years.
Notwithstanding anything contained in the Company's charter or bylaws to the
contrary, for a period of five years from the date of the organization of the
Bank in capital stock form, the following provisions shall apply:
A. Beneficial Ownership Limitation. No person other than the parent
mutual holding company shall directly or indirectly offer to acquire or acquire
the beneficial ownership of more than 10% of any class of any equity security of
the Company. This limitation shall not apply to the purchase of shares by
underwriters in connection with a public offering, or the purchase of shares by
a tax-qualified employee stock benefit plan which is exempt from the approval
requirements under 574.3(c)(l)(vii) of the Office's regulations.
In the event shares are acquired in violation of this Section 8, 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 shareholders for a vote.
For purposes of this Section 8, the following definitions apply:
(1) The term "person" includes an individual, a group acting in
concert; a corporation, a partnership, a savings bank, a savings and loan
association, a joint stock company, a trust, an unincorporated organization or
similar company, a syndicate or any other group formed for the purpose of
acquiring, holding or disposing of the equity securities of the Company.
(2) The term "offer" includes every offer to buy or otherwise acquire,
solicitation of an offer to sell, tender offer for, or request or invitation for
tenders of, a security or interest in a security for value.
(3) The term "acquire" includes every type of acquisition, whether
effected by purchase, exchange, operation of law or otherwise.
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(4) The term "acting in concert" means (a) knowing participation in a
joint activity or conscious parallel action towards a common goal whether or not
pursuant to an express agreement, or (b) 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 arrangements,
whether written or otherwise.
B. Call for Special Meetings. Special meetings of shareholders relating
to changes in control of the Company or amendments to its charter shall be
called only upon direction of the Board of Directors.
Section 9. Amendment of Charter. Except as provided in Section 5, no
amendment, addition, alteration, change or repeal of this charter shall be made,
unless such is proposed by the board of directors of the Company, approved by
the shareholders by a majority of the votes eligible to be cast at a legal
meeting, unless a higher vote is otherwise required, and approved or preapproved
by the Office.
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LIBERTY BANCORP, INC.
Attest: _____________________________________________
Leslie C. Whelan, Secretary
By: _____________________________________________
John R. Bowen, President and
Chief Executive Officer
OFFICE OF THRIFT SUPERVISION
Attest: _____________________________________________
Secretary of the Office of Thrift Supervision
By: _____________________________________________
Director of the Office of Thrift Supervision
Effective Date: ________________________
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LIBERTY BANCORP, INC.
BYLAWS
ARTICLE I - Home Office
The home office of Liberty Bancorp, Inc. (the "Company") shall be at
1410 St. Georges Avenue, Avenel, in the County of Middlesex, in the State of New
Jersey.
ARTICLE II - Shareholders
Section 1. Place of Meetings. All annual and special meetings of
shareholders shall be held at the home office of the Company or at such other
convenient place as the board of directors may determine.
Section 2. Annual Meeting. A meeting of the shareholders of the Company
for the election of directors and for the transaction of any other business of
the Company shall be held annually within 150 days after the end of the
Company's fiscal year on the _____ ________ in ___ if not a legal holiday, and
if a legal holiday, then on the next day following which is not a legal holiday,
at __________, or at such other date and time within such 150-day period as the
board of directors may determine.
Section 3. Special Meetings. Special meetings of the shareholders for
any purpose or purposes, unless otherwise prescribed by the regulations of the
Office of Thrift Supervision (the "Office"), 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 of the outstanding capital stock of the Company entitled to vote at the
meeting. Such written request shall state the purpose or purposes of the meeting
and shall be delivered to the home office of the Company 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 the most current edition of Robert's Rules of Order
unless otherwise prescribed by regulations of the Office or these bylaws or the
Board of Directors adopts another written procedure for the conduct of meetings.
The Board of Directors shall designate, when present, either the chairman of the
board or president to preside at such meetings.
Section 5. Notice of Meetings. Written notice stating the place, day,
and hour of the meeting and the purpose(s) for which the meeting is called shall
be delivered not fewer 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 shareholder 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 shareholder at the address as it appears on the stock transfer
books or records of the Company as of the record date prescribed in Section 6 of
this Article II with postage prepaid. When any shareholders 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.
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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, or shareholders entitled to receive payment 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
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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 fewer than 10 days prior
to the date on which the particular action, requiring such determination of
shareholders, is to be taken. 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 List. At least 20 days before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books for
shares of the Company shall make a complete list of the shareholders of record
entitled to vote at such meeting, or any adjournment, arranged in alphabetical
order, with the address and the number of shares held by each. This list of
shareholders shall be kept on file at the home office of the Company and shall
be subject to inspection by any shareholder of record or the shareholder's agent
at any time during usual business hours for a period of 20 days prior to such
meeting. Such list also shall be produced and kept open at the time and place of
the meeting and shall be subject to inspection by any shareholder of record or
the shareholder's agent during the entire time of the meeting. The original
stock transfer book shall constitute prima facie evidence of the shareholders
entitled to examine such list or transfer books or to vote at any meeting of
shareholders.
In lieu of making the shareholder list available for inspection by
shareholders as provided in the preceding paragraph, the board of directors may
elect to follow the procedures described in ss. 552.6(d) of the Office's
regulations as now or hereafter in effect.
Section 8. Quorum. A majority of the outstanding shares of the Company
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority 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 shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to constitute less than a quorum. If a quorum is present the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the shareholders,
unless the vote of a greater number of shareholders voting together or voting by
classes is required by law or the charter. Directors, however, are elected by a
plurality of the votes cast at an election of directors.
Section 9. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his or her duly
authorized attorney in fact. Proxies may be given telephonically or
electronically as long as the holder uses a procedure for verifying the identity
of the shareholder. 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. No proxy shall be valid more
than eleven months from the date of its execution except for a proxy coupled
with an interest.
Section 10. 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 Company to the contrary,
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at any meeting of the shareholders of the Company any one ore more of such
shareholders 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 names shares of stock stand,
the vote or votes to which those persons are entitled shall be cast as directed
by a majority of those holding such 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 11. Voting of Shares of 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. Shares held by an
administrator, executor, guardian, or conservator may be voted by him or her,
either in person or by proxy, without a transfer of such shares into his or her
name. Shares standing in the name of a trustee may be voted by him or her,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him or her without a transfer of such shares into his name. Shares held
in trust in an IRA or Keogh Account, however, may be voted by the Company if no
other instructions are received. 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 into his or her name if
authority to do so is contained in an appropriate order of the court or other
public authority by which such receiver was appointed.
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 Company nor shares
held by another corporation, if a majority of the shares entitled to vote for
the election of directors of such other corporation are held by the Company,
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 12. Cumulative Voting. Stockholders may not cumulate their
votes for election of directors.
Section 13. Inspectors of Election. In advance of any meeting of
shareholders, the board of directors may appoint any person other than nominees
for office as inspectors of election to act at such meeting or any adjournment.
The number of inspectors shall be either one or three. Any such appointment
shall not be altered at the meeting. If inspectors of election are not so
appointed, the chairman of the board or the president may, or on the request of
not fewer than 10 percent of the votes represented at the meeting shall, make
such appointment at the meeting. If appointed at the meeting, the majority of
the votes present shall determine whether one or three inspectors are to be
appointed. In case any person appointed as inspector fails to appear or fails or
refuses to act, the vacancy may be filled by appointment by the board of
directors in advance of the meeting or at the meeting by the chairman of the
board or the president.
Unless otherwise prescribed by regulations of the Office, the duties of
such inspectors shall include: determining the number of shares and the voting
power of each share, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity and effect of proxies; receiving votes,
ballots, or consents; hearing and determining all challenges and questions in
any way arising in connection
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with the rights to vote; counting and tabulating all votes or consents;
determining the result; and such acts as may be proper to conduct the election
or vote with fairness to all shareholders.
Section 14. Nominating Committee. 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 be posted in a
conspicuous place in each office of the Company. No nominations for directors
except those made by the nominating committee shall be voted upon at the annual
meeting unless other nominations by shareholders are made in writing and
delivered to the secretary of the Company at least five days prior to the date
of the annual meeting. Upon delivery, such nominations shall be posted in a
conspicuous place in each office of the Company. Ballots bearing the names of
all persons nominated by the nominating committee and by shareholders shall be
provided for use at the annual meeting. However, 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 shareholder
entitled to vote and shall be voted upon.
Section 15. New Business. Any new business to be taken up at the annual
meeting shall be stated in writing and filed with the secretary of the Company
at least five days prior to the date of the annual meeting, and all business so
stated, proposed, and filed shall be considered at the annual meeting; but no
other proposal shall be acted upon at the annual meeting. Any shareholder may
make any other proposal at the annual meeting and the same may be discussed and
considered, but unless stated in writing and filed with the secretary at least
five days before the meeting, such proposal shall be laid over for action at an
adjourned, special or annual meeting of the shareholders taking place 30 days or
more thereafter. This provision shall not prevent the consideration and approval
or disapproval at the annual meeting of reports of officers, directors, and
committees; but in connection with such reports, no new business shall be acted
upon at such annual meeting unless stated and filed as herein provided.
Section 16. 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 shareholders, may be taken without a meeting if consent in
writing, setting forth the action to be 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. The business and affairs of the Company
shall be under the direction of its 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 and Term. The board of directors shall consist of
nine members and shall be divided into three classes as nearly equal in number
as possible. The members of each class shall be elected for a term of three
years and until their successors are elected and qualified. One class shall be
elected by ballot annually.
Section 3. Regular Meetings. A regular meeting of the board of
directors shall be held without notice other than this bylaw following the
annual meeting of shareholders. The board of directors may provide, by
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resolution, the time and place for the holding of additional regular meetings
without notice other than such resolution. Directors may participate in a
meeting by means of a conference telephone or similar communications device
through which all persons participating can hear each other at the same time.
Participation by such means shall constitute presence in person for all
purposes.
Section 4. Qualification. Each director shall at all times be the
beneficial owner of not less than 100 shares of capital stock of the Company
unless the company is a wholly-owned subsidiary of a holding company.
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 special meetings
of the board of directors may fix any place, within the Company's normal market
area, 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 presence in person for all purposes.
Section 6. Notice. Written notice of any special meeting shall be given
to each director at least 24 hours 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
prepaid if sent by mail, when delivered to the telegraph company if sent by
telegram or when the Company receives notice of delivery if electronically
transmitted. 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 of 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 5 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 regulation of the Office
or 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 Company addressed
to the chairman of the board or the president.
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Unless otherwise specified, such resignation shall take effect upon receipt 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 on 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 to serve until the next election of directors by
the shareholders. Any 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 of office continuing only until the next election of directors by the
shareholders.
Section 12. Compensation. Directors, as such, may receive a stated
salary 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.
Section 13. Presumption of Assent. A director of the Company who is
present at a meeting of the board of directors at which action on any Company
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 a 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 Company within
five days after the date a copy of the minutes of the meeting is received. Such
right to dissent shall not apply to a director who voted in favor of such
action.
Section 14. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director may be removed for cause by a vote of
the holders of a majority of the shares then entitled to vote at an election of
directors. Whenever the holders of the shares of any class are entitled to elect
one or more directors by the provisions of the charter or supplemental sections
thereto, the provisions of this section shall apply, in respect to the removal
of a director or directors so elected, to the vote of the holders of the
outstanding shares of that class and not to the vote of the outstanding shares
as a whole.
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 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 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 or bylaws of the Company or recommending to the shareholders a plan of
merger, consolidation, or conversion; the sale, lease, or other disposition of
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all or substantially all of the property and assets of the Company otherwise
than in the usual and regular course of its business; a voluntary dissolution of
the Company; 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 provisions 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 a 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 days 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.
Section 5. Quorum. A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at any 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 adopted 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 Company. Unless otherwise specified,
such resignation shall take effect upon its 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 held next after the proceedings shall have occurred.
Section 10. Other Committees. The board of directors may by resolution
establish an audit, loan, or other committee composed of directors as they may
determine to be necessary or appropriate for the conduct of the business of the
Company and may prescribe the duties, constitution, and procedures thereof.
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ARTICLE V - Officers
Section 1. Positions. The officers of the Company shall be 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 also may 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 Company. The
offices of the secretary and treasurer may be held by the same person and a vice
president also may 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 also may elect or authorize
the appointment of such other officers as the business of the Company 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 Company
shall be elected annually 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 a successor has been duly elected
and qualified or until the officers death, 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 Company to enter into an employment contract with any officer in
accordance with regulations of the Office; 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 Company will be
served thereby, but such removal, other than for cause, shall be without
prejudice to any contractual rights 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.
ARTICLE VI - Contracts, Loans, Checks, and Deposits
Section 1. Contracts. To the extent permitted by regulations of the
Office, and 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 Company to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Company. Such
authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Company
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.
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Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for
the payment of money, notes, or other evidences of indebtedness issued in the
name of the Company shall be signed by one or more officers, employees, or
agents of the Company in such manner as shall from time to time be determined by
the board of directors.
Section 4. Deposits. All funds of the Company not otherwise employed
shall be deposited from time to time to the credit of the association in any
duly authorized depositors as the board of directors may select.
ARTICLE VII - Certificates for Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing shares of
capital stock of the Company shall be in such form as shall be determined by the
board of directors and approved by the Office. Such certificates shall be signed
by the chief executive officer or by any other officer of the Company 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 signature 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 Company
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 Company. All
certificates surrendered to the Company for transfer shall be cancelled and no
new certificate shall be issued until the former certificate for a like number
of shares has been surrendered and cancelled, except that in the case of a lost
or destroyed certificate, a new certificate may be issued upon such terms and
indemnity to the Company as the board of directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of capital stock of
the Company shall be made only on its stock transfer books. Authority for such
transfer shall be given only by the holder of record or by his or her legal
representative, who shall furnish proper evidence of such authority, or by his
or her attorney authorized by a duly executed power of attorney and filed with
the Company. Such transfer shall be made only on surrender for cancellation of
the certificate for such shares. The person in whose name shares of capital
stock stand on the books of the Company shall be deemed by the Company to be the
owner for all purposes.
ARTICLE VIII - Fiscal Year; Annual Audit
The fiscal year of the Company shall end on the last day of December of
each year. The Company shall be subject to an annual audit as of the end of its
fiscal year by independent public accountants appointed by and responsible to
the board of directors.
ARTICLE IX - Dividends
Subject only to the terms of the Company's charter and the regulations
and orders of the Office, the board of directors may, from time to time,
declare, and the Company may pay, dividends on its outstanding shares of capital
stock.
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ARTICLE X - Corporate Seal
The board of directors shall provide a Company seal which shall be two
concentric circles between which shall be the name of the Company. The year of
incorporation or an emblem may appear in the center.
ARTICLE XI - Amendments
These bylaws may be amended in a manner consistent with regulations of
the Office and shall be effective after: (i) approval of the amendment by a
majority vote of the authorized board of directors, or by a majority vote of the
votes cast by the shareholders of the Company at any legal meeting; and (ii)
receipt of any applicable regulatory approval. When the Company fails to meet
its quorum requirements, solely due to vacancies on the board, then the
affirmative vote of a majority of the sitting board will be required to amend
the bylaws.
10
<PAGE>
LIBERTY BANCORP, MHC
MUTUAL HOLDING COMPANY CHARTER
Section 1. Corporate Title. The name of the mutual holding company
hereby chartered is Liberty Bancorp, MHC (the "Mutual Company").
Section 2. Duration. The duration of the Mutual Company is perpetual.
Section 3. Purpose and Powers. The purpose of the Mutual Company is to
pursue any or all of the lawful objectives of a federal mutual savings bank
holding company chartered under section 10(o) of the Home Owners' Loan Act, 12
U.S.C. 1467a(o), and to exercise all of the express, implied, and incidental
powers conferred thereby and all acts amendatory thereof and supplemental
thereto, subject to the Constitution and the laws of the United States as they
are now in effect, or as they may hereafter be amended, and subject to all
lawful and applicable rules, regulations, and orders of the Office of Thrift
Supervision ("OTS").
Section 4. Capital. The Mutual Company shall have no capital stock.
Section 5. Members. All holders of savings, demand, or other authorized
accounts of Liberty Bank (the "Association") are members of the Mutual Company.
With respect to all questions requiring action by the members of the Mutual
Company, each holder of an account in the Association shall be permitted to cast
one vote for each $100, or fraction thereof, of the withdrawal value of the
member's account. In addition, borrowers from the Association as of the date of
this charter shall be entitled to one vote for the period of time during which
such borrowings are in existence. No member, however, shall cast more than 1,000
votes. Voting may be by proxy, subject to the rules and regulations of the OTS.
Any number of members present and voting, represented in person or by proxy, at
a regular or special meeting of the members shall constitute a quorum. A
majority of all votes cast at any meeting of the members shall determine any
question, subject to the rules and regulations of the OTS. All accounts shall be
nonassessable.
Section 6. Directors. The Mutual Company shall be under the direction
of a board of directors. The authorized number of directors shall not be fewer
than five nor more than 15, as fixed in the Mutual Company's bylaws, except that
the number of directors may be increased to a number greater than 15 with the
prior approval of the Director of the OTS or his or her delegate. Each director
of the Mutual Company shall be a member of the Mutual Company. Members of the
Mutual Company shall elect the directors, provided that, in the event of a
vacancy on the board, the board of directors may fill such vacancy, if the
members of the Mutual Company fail to do so, by electing a director to serve
until the next annual meeting of members. Directors shall be elected for periods
of three years and until their successors are elected and qualified, except that
provision shall be made for the election of approximately one-third of the board
each year.
Section 7. Capital, Suprlus, and Distribution of Earnings. The Mutual
Company shall distribute net earnings to account holders of the Association on
such basis and in accordance with such terms and conditions as may from time to
time be authorized by the Director of the OTS, provided that the Mutual Company
may establish minimum account balance requirements for account holders to be
eligible for distributions of earnings.
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All holders of accounts of the Association shall be entitled to equal
distribution of the assets of the Mutual Company, pro rata to the value of their
accounts in the Association, in the event of a voluntary or involuntary
liquidation, dissolution, or winding up of the Mutual Company.
Section 8. Amendment. Adoption of any preapproved charter amendment
shall be effective after such preapproved amendment has been approved by the
members at a legal meeting. Any other amendment, addition, alteration, change or
repeal of this charter must be submitted to and preliminarily approved by the
OTS prior to submission to and approval by the members at a legal meeting. Any
amendment, addition, alteration, change, or repeal so acted upon and approved
shall be effective upon filing with the OTS in accordance with regulatory
procedures.
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LIBERTY BANCORP, MHC
Attest: _____________________________________________
Leslie C. Whelan, Secretary
By: _____________________________________________
John R. Bowen, President and
Chief Executive Officer
OFFICE OF THRIFT SUPERVISION
Attest: _____________________________________________
Secretary of the Office of Thrift Supervision
By: _____________________________________________
Director of the Office of Thrift Supervision
Date: ________________________
3
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LIBERTY BANCORP, MHC
BYLAWS
Section 1. Annual Meeting of Members. The annual meeting of the members
of Liberty Bancorp, MHC (the "Mutual Company") for the election of directors and
for the transaction of any other business of the Mutual Company shall be held,
as designated by the board of directors, at a location within the state of New
Jersey that constitutes the principal place of business of the Mutual Company at
____ __.m. on the _____________ of __________ of each calendar year, if not a
legal holiday, or if a legal holiday, then on the next succeeding day not a
legal holiday. The annual meeting may be held at such other times on such day or
at such other place in the state as the board of directors may determine. At
each annual meeting, the officers shall make a full report of the financial
condition of the Mutual Company and of its progress for the preceding year and
shall outline a program for the succeeding year.
Section 2. Special Meetings of Members. Special meetings of the members
of the Mutual Company may be called at any time by the president or the board of
directors and shall be called by the president, a vice president, or the
secretary upon the written request of members of record, holding in the
aggregate at least one-tenth of the capital of the Mutual Company. Such written
request shall state the purpose of the meeting and shall be delivered at the
principal place of business of the Mutual Company addressed to the president.
Annual and special meetings shall be conducted in accordance with rules
established by the Board of Directors and made available for inspection by
members at the annual or special meeting.
Section 3. Notice of Meeting of Members.
(a) Notice of each annual meeting shall be either published once a
week for the two successive calendar weeks (in each instance on any day of
the week) immediately prior to the week in which such annual meeting shall
convene, in a newspaper printed in the English language and of general
circulation in the city or county in which the principal place of business
of the Mutual Company is located, or mailed postage prepaid at least 15
days and not more than 45 days prior to the date on which such annual
meeting shall convene, to each of its members of record at the last address
appearing on the books of the Mutual Company. Such notice shall state the
name of the Mutual Company, the place of the annual meeting, the date and
time when it shall convene, and the matters to be considered. A similar
notice shall be posted in a conspicuous place in each of the offices of the
Mutual Company during the 14 days immediately preceding the date on which
such annual meeting shall convene. If any member, in person or by
authorized attorney, shall waive in writing notice of any annual meeting of
members, notice thereof need not be given to such member.
(b) Notice of each special meeting shall be either published once a
week for the two consecutive calendar weeks (in each instance on any day of
the week) immediately prior to the week in which such special meeting shall
convene, in a newspaper printed in the English language and of general
circulation in the city or county in which the principal place of business
of the Mutual Company is located, or mailed postage prepaid at least 15
days and not more than 45 days prior to the date on which such special
meeting shall convene to each of its members of record at the member's last
address appearing on the books of the Mutual Company. Such notice shall
state the name of the Mutual Company, the purpose(s) for which the meeting
is called, the place of the special meeting and the date and time when it
shall convene. A similar notice shall be posted in a conspicuous place in
each of the offices of the Mutual Company during the 14 days immediately
preceding the date on which such special meeting shall convene.
1
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If any member, in person or by authorized attorney, shall waive in writing
notice of any special meeting of members, notice thereof need not be given
to such member.
Section 4. Fixing of Record Date. For the purpose of determining
members entitled to notice of or to vote at any meeting of members or any
adjournment thereof, or in order to make a determination of members for any
other proper purpose, the board of directors shall fix in advance a record date
for any such determination of members. Such date shall be not more than 60 days
nor fewer than 10 days prior to the date on which the action, requiring such
determination of members, is to be taken. The member entitled to participate in
any such action shall be the member of record on the books of the Mutual Company
on such record date. The number of votes which each member shall be entitled to
cast at any meeting of the members shall be determined from the books of the
Mutual Company as of such record date. Any member of such record date who ceases
to be a member prior to such meeting shall not be entitled to vote at that
meeting.
Section 5. Voting by Proxy. Voting at any annual or special meeting of
the members may be by proxy pursuant to the rules and regulations of the Office,
provided, that no proxies shall be voted at any meeting unless such proxies
shall have been placed on file with the secretary of the Mutual Company, for
verification, prior to the convening of such meeting. All proxies with a term
greater than eleven months or solicited at the expense of the Mutual Company
must run to the board of directors as a whole, or to a committee appointed by a
majority of such board.
Section 6. Communication Between Members. Communication between members
shall be subject to any applicable rules or regulations of the Office.
Section 7. Number of Directors. The number of directors of the Mutual
Company shall be nine.
Section 8. Meetings of the Board. The board of directors shall meet
regularly without notice at the principal place of business of the Mutual
Company at least once each month at an hour and date fixed by resolution of the
board, provided that the place of meeting may be changed by the directors.
Special meetings of the board may be held at any place specified in a notice of
such meeting and shall be called by the secretary upon the written request of
the chairman or of three directors. All special meetings shall be held upon at
least three days' written notice to each director unless notice is waived in
writing before or after such meeting. Such notice shall state the place, date,
time and purposes of such meeting. A majority of the authorized directors shall
constitute a quorum for the transaction of business. The act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board. Action may be taken without a meeting if unanimous written consent
is obtained for such action. The meetings shall be under the direction of a
chairman, appointed annually by the board, or in the absence of the chairman,
the meetings shall be under the direction of the president.
Section 9. Officers, Employees and Agents. At the meeting of the board
of directors of the Mutual Company next following the annual meeting of the
members of the Mutual Company, the board shall annually elect a president, one
or more vice presidents, a secretary, and a treasurer; provided, that the
offices of president and secretary may not be held by the same person and a vice
president may also be the treasurer. The board may appoint such additional
officers, employees, and agents as it may from time to time determine. The term
of office of all officers shall be one year or until their respective successors
are elected and qualified; but any officer may be removed at any time by the
2
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board. In the absence of designation from time to time of powers and duties by
the board, the officers shall have such powers and duties as generally pertain
to their respective offices.
Any indemnification by the Mutual Company of the Mutual Company's
personnel is subject to any applicable rules or regulations of the Office.
Section 10. Resignation or Removal of Directors. Any director may
resign at any time by sending a written notice of such resignation to the office
of the Mutual Company delivered to the secretary. Unless otherwise specified
therein such resignation shall take effect upon receipt by the secretary. More
than three consecutive absences from regular meetings of the board, unless
excused by resolution of the board, shall automatically constitute a
resignation, effective when such resignation is accepted by the board.
At a meeting of members called expressly for that purpose, directors or
the entire board may be removed, only with cause, by a vote of the holders of a
majority of the shares then entitled to vote at an election of directors.
Section 11. Powers of the Board. The board of directors shall have the
power:
(a) By resolution, to appoint from among its members an executive
committee, which committee shall have and may exercise the powers of the
board between the meetings of the board, but no such committee shall have
the authority of the board to amend the charter or bylaws, adopt a plan of
merger, consolidation, dissolution, or provide for the disposition of all
or substantially all the property and assets of the Mutual Company. Such
committee shall not operate to relieve the board, or any member thereof, of
any responsibility imposed by law;
(b) To appoint and remove by resolution the members of such other
committees as may be deemed necessary and prescribe the duties thereof;
(c) To fix the compensation of directors, officers, and employees, and
to remove any officer or employee at any time with or without cause; and
(d) To exercise any and all of the powers of the Mutual Company not
expressly reserved by the charter to the members.
Section 12. Execution of Instruments, Generally. All documents and
instruments or writings of any nature shall be signed, executed, verified,
acknowledged, and delivered by such officers, agents, or employees of the Mutual
Company or any one of them and in such manner as from time to time may be
determined by resolution of the board. All notes, drafts, acceptances, checks,
endorsements, and all evidences of indebtedness of the Mutual Company whatsoever
shall be signed by such officer or officers or such agent or agents of the
Mutual Company and in such manner as the board may from time to time determine.
Endorsements for deposit to the credit of the Mutual Company in any of its duly
authorized depositories shall be made in such manner as the board may from time
to time determine. Proxies to vote with respect to shares or accounts of other
associations or stock of other corporations owned by, or standing in the name
of, the Mutual Company may be executed and delivered from time to time on behalf
of the Mutual Company by the president or a vice president and the secretary or
an assistant secretary of the Mutual Company or by any other persons so
authorized by the board.
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Section 13. Nominating Committee. The chairman, at least 30 days prior
to the date of each annual meeting, shall appoint a nominating committee of
three persons who are members of the Mutual Company. Such committee shall make
nominations for directors in writing and deliver to the secretary such written
nominations at least 15 days prior to the date of the annual meeting, which
nominations shall then be posted in a prominent place in the principal place of
business for the 15-day period prior to the date of the annual meeting. Provided
such committee is appointed and 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 members are made in writing and
delivered to the secretary of the Mutual Company at least 10 days prior to the
date of the annual meeting, which nominations shall then be posted in a
prominent place in the principal place of business for the 10-day period prior
to the date of the annual meeting. Ballots bearing the names of all persons
nominated by the nominating committee and by other members prior to the annual
meeting shall be provided for use by the members at the annual meeting. If at
any time the chairman shall fail to appoint such nominating committee, or the
nominating committee shall fail or refuse to act at least 15 days prior to the
annual meeting, nominations for directors may be made at the annual meeting by
any member and shall be voted upon.
Section 14. New Business. Any new business to be taken up at the annual
meeting, including any proposal to increase or decrease the number of directors
of the Mutual Company, shall be stated in writing and filed with the secretary
of the Mutual Company at least 30 days before the date of the annual meeting,
and all business so stated, proposed, and filed shall be considered at the
annual meeting; but no other proposal shall be acted upon at the annual meeting.
Any member may make any other proposal at the annual meeting and the same may be
discussed and considered; but unless stated in writing and filed with the
secretary 30 days before the meeting, such proposal shall be laid over for
action at an adjourned, special, or regular meeting of the members taking place
at least 30 days thereafter. This provision shall not prevent the consideration
and approval or disapproval at the annual meeting of the reports of officers and
committees, but in connection with such reports no new business shall be acted
upon at such annual meeting unless stated and filed as herein provided.
Section 15. Seal. The seal shall be two concentric circles between
which shall be the name of the Mutual Company. The year of incorporation, the
word "incorporated," or an emblem may appear in the center.
Section 16. Amendment. Adoption of any bylaw amendment, as long as
consistent with applicable law, rules and regulations, and which adequately
addresses the subject and purpose of the stated bylaw section, shall be
effective upon filing with the Office in accordance with the regulatory
procedures after such amendment has been approved by a two-thirds affirmative
vote of the authorized board, or by a vote of the members of the Mutual Company.
4
_____________, 1998
Board of Directors
Axia Federal Savings Bank
1410 St. George Avenue
Avenel, New Jersey 07001
Re: Mutual Holding Company Formation and Stock Issuance
Ladies and Gentlemen:
We have been requested as special counsel to Axia Federal Savings Bank
to express our opinion concerning the Federal income tax consequences relating
to the proposed conversion of the Bank from a federally chartered mutual savings
and loan association (the "Bank") to a federally chartered stock bank to be
called Liberty Bank ("Stock Bank") and the formation of Liberty Bancorp, MHC, a
federal mutual holding company ("Mutual Holding Company") which will acquire the
outstanding stock of Stock Bank and subsequently contribute Stock Bank's stock
to Liberty Bancorp, Inc. ("Stock Holding Company").
In connection therewith, we have examined the Plan of Reorganization
(as defined below) and certain other documents of or relating to the
Reorganization (as defined below), some of which are described or referred to in
the Plan of Reorganization and which we deemed necessary to examine in order to
issue the opinions set forth below. Unless otherwise defined, all terms used
herein have the meanings given to such terms in the Plan of Reorganization.
In our examination, we have assumed the authenticity of original
documents, the accuracy of copies and the genuineness of signatures. We have
further assumed the absence of adverse facts not apparent from the face of the
instruments and documents we examined.
In issuing our opinions, we have assumed that the Plan of
Reorganization has been duly and validly authorized and has been approved and
adopted by the board of directors of the Bank at a meeting duly called and held;
that the Bank will comply with the terms and conditions of the Plan of
Reorganization, and that the various representations and warranties which are
provided to us are accurate, complete, true and correct. Accordingly, we express
no opinion concerning the effect, if any, of variations from the foregoing. We
specifically express no opinion concerning tax matters relating to the Plan of
Reorganization under state and local tax laws and under Federal income tax laws
except on the basis of the documents and assumptions described above.
<PAGE>
Board of Directors
Axia Federal Savings Bank
___________, 1998
Page 2
For purposes of this opinion, we are relying on the representations
provided to us by the Bank, which are incorporated herein by reference.
In issuing the opinions set forth below, we have referred solely to
existing provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), existing and proposed Treasury Regulations thereunder, current
administrative rulings, notices and procedures and court decisions. Such laws,
regulations, administrative rulings, notices and procedures and court decisions
are subject to change at any time. Any such change could affect the continuing
validity of the opinions set forth below. This opinion is as of the date hereof,
and we disclaim any obligation to advise you of any change in any matter
considered herein after the date hereof.
In rendering our opinions, we have assumed that the persons and
entities identified in the Plan of Reorganization will at all times comply with
the requirements of Code sections 368 and 351, the other applicable state and
Federal laws and the representations of the Bank. In addition, we have assumed
that the activities of the persons and entities identified in the Plan of
Reorganization will be conducted strictly in accordance with the Plan of
Reorganization. Any variations may affect the opinions we are rendering.
We emphasize that the outcome of litigation cannot be predicted with
certainty and, although we have attempted in good faith to opine as to the
probable outcome of the merits of each tax issue with respect to which an
opinion was requested, there can be no assurance that our conclusions are
correct or that they would be adopted by the IRS or a court.
SUMMARY OF OPINIONS
Based on the facts, representations and assumptions set forth herein,
we are of the opinion that:
With Respect to the Exchange of the Bank's Charter for a Stock Charter
("Bank Conversion"):
1. Bank's exchange of its charter for a federal stock savings bank
charter is a mere change in identity and form and therefore qualifies as a
reorganization within the meaning of Section 368(a)(1)(F) of the Internal
Revenue Code ("Code").
<PAGE>
Board of Directors
Axia Federal Savings Bank
___________, 1998
Page 3
2. No gain or loss will be recognized by Bank upon the transfer of its
assets to Stock Bank solely in exchange for shares of Stock Bank stock and the
assumption by Stock Bank of the liabilities of Bank. (Code Sections 361(a) and
357(a)).
3 No gain or loss will be recognized by Stock Bank upon the receipt of
the assets of Bank in exchange for shares of Stock Bank common stock. (Code
Section 1032(a)).
4. Stock Bank's holding period in the assets received from Bank will
include the period during which such assets were held by the Bank. (Code Section
1223(2)).
5. Stock Bank's basis in the assets of Bank will be the same as the
basis of such assets in the hands of Bank immediately prior to the proposed
transaction. (Code Section 362(b)).
6. Bank members will recognize no gain or loss upon the constructive
receipt of Stock Bank common stock solely in exchange for their membership
interests in Bank. (Code Section 354(a)(1)).
7. The basis of the Stock Bank common stock to be constructively
received by the Bank's members will be the same as their basis in their
membership interests in the Bank surrendered in exchange therefor. (Code Section
358(a)(1)).
8. The holding period of the Stock Bank common stock constructively
received by the members of the Bank will include the period during which the
Bank members held their membership interests, provided that the membership
interests were held as capital assets on the date of the exchange. (Code Section
1223(1)).
9. The Stock bank will succeed to and take into account the Bank's
earnings and profits or deficit in earnings and profits, as of the date of the
proposed transaction. (Code Section 381).
<PAGE>
Board of Directors
Axia Federal Savings Bank
___________, 1998
Page 4
With Respect to the Transfer of Stock Bank Stock to Mutual Holding
Company for Membership Interests (the "351 Transaction"):
10. The exchange of stock by the Stock Bank stockholders in exchange
for membership interests in the Mutual Holding Company will constitute a
tax-free exchange of property solely for voting "stock" pursuant to Section 351
of the Internal Revenue Code.
11. Stock Bank's stockholders will recognize no gain or loss upon the
transfer of the Stock Bank stock they constructively received in the Bank
conversion to the Mutual Holding Company solely in exchange for membership
interests in the Mutual Holding Company. (Code Section 351).
12. Stock Bank stockholder's basis in the Mutual Holding Company
membership interests received in the transaction will be the same as the basis
of the property transferred in exchange therefor, reduced by the sum of the
liabilities assumed by Mutual Holding Company or to which assets transferred are
taken subject. (Code Section 358(a)(1)).
13. Stock Bank stockholder's holding period for the membership
interests in Mutual Holding Company received in the transaction will include the
period during which the property exchanged was held by Stock Bank stockholders,
provided that such property was a capital asset on the date of the exchange.
(Code Section 1223(1)).
14. Mutual Holding Company will recognize no gain or loss upon the
receipt of property from Stock Bank stockholders in exchange for membership
interests in the Mutual Holding Company. (Code Section 1032(a)).
15. Mutual Holding Company's basis in the property received from Stock
Bank stockholders will be the same as the basis of such property in the hands of
Stock Bank stockholders immediately prior to the transaction. (Code Section
362(a)).
16. Mutual Holding Company's holding period for the property received
from Stock Bank's stockholders will include the period during which such
property was held by Stock Bank stockholders. (Code Section 1223(2)).
17. Stock Bank depositors will recognize no gain or loss solely by
reason of the transaction.
<PAGE>
Board of Directors
Axia Federal Savings Bank
___________, 1998
Page 5
With Respect to the Transfers to the Stock Holding Company in Exchange
for Common Stock in the Stock Holding Company
18. The Mutual Holding Company and the persons who purchased Common
Stock of the Stock Holding Company in the Subscription and Community Offering
("Minority Stockholders") will recognize no gain or loss upon the transfer of
Stock Bank stock and cash, respectively, to the Stock Holding Company in
exchange for stock in the Stock Holding Company.
Code Sections 351(a) and 357(a).
19. Stock Holding Company will recognize no gain or loss on its receipt
of Stock Bank stock and cash in exchange for Stock Holding Company Stock. (Code
Section 1032(a)).
20. The basis of the Stock Holding Company Common Stock to the Minority
Stockholders will be the actual purchase price thereof, and a shareholders
holding period for Common Stock acquired through the exercise of subscription
rights will begin on the date the rights are exercised.
PROPOSED TRANSACTION
On October 15, 1997, the board of directors of the Bank adopted that
certain Plan of Reorganization From A Mutual Savings Association to A Mutual
Holding Company and Stock Issuance Plan (the "Plan of Reorganization"). For what
are represented to be valid business purposes, the Bank's board of directors has
decided to convert to a mutual holding company structure pursuant to statutes.
The following steps are proposed:
(i) The Bank will organize an interim stock savings bank (Interim
One) as its wholly-owned subsidiary;
(ii) Interim One will organize a federal mid-tier holding company
as its wholly-owned subsidiary (Stock Holding Company); and
(iii) Interim One will also organize another interim federal stock
savings bank as its wholly-owned subsidiary (Interim Two).
The following transactions will occur simultaneously:
<PAGE>
Board of Directors
Axia Federal Savings Bank
___________, 1998
Page 6
(iv) The Bank will exchange its charter for a federal stock savings
bank charter and become a stock savings bank that will
constructively issue its common stock to members of the Bank;
(v) Interim One will cancel its outstanding stock and exchange its
charter for a federal mutual holding company charter and
thereby become the Mutual Holding Company;
(vi) Interim Two will merge with and into the Bank with the Bank as
the surviving entity, the former members of the Bank who
constructively hold stock in the Bank will exchange their
stock in the Bank for membership interests in the Mutual
Holding Company; and
(vii) The Mutual Holding Company will contribute the Bank's stock to
the Stock Holding Company, a wholly-owned subsidiary of the
Mutual Holding Company for additional shares of Bank Stock.
(viii) Contemporaneously, with the contribution set forth in "(vii)"
the Stock Holding Company will offer to sell up to 49.9% of
its Common Stock in the Subscription Offering and, if
applicable, the Direct Community Offering.
These transactions are referred to herein collectively as the
"Reorganization."
Those persons who, as of the date of the Bank Conversion (the
"Effective Date"), hold depository rights with respect to the Bank will
thereafter have such rights solely with respect to the Stock Bank. Each deposit
account with the Bank at the time of the exchange will become a deposit account
in the Stock Bank in the same amount and upon the same terms and conditions.
Following the completion of the Reorganization, all depositors and borrowers who
had membership rights with respect to the Bank immediately prior to the
Reorganization will continue to have such rights solely with respect to the
Mutual Holding Company so long as they continue to hold deposit accounts or
borrowings with the Stock Bank. All new depositors of the Stock Bank after the
completion of the Reorganization will have ownership rights solely with respect
to the Mutual Holding Company so long as they continue to hold deposit accounts
with the Stock Bank.
The shares of Interim Two common stock owned by the Mutual Holding
Company prior to the Reorganization shall be converted into and become shares of
common stock of the Stock Bank on the Effective Date. The shares of Stock Bank
common stock constructively received by
<PAGE>
Board of Directors
Axia Federal Savings Bank
___________, 1998
Page 7
the Stock Bank stockholders (formerly the members holding liquidation rights of
the Bank) will be transferred to the Mutual Holding Company by such persons in
exchange for liquidation rights in the Mutual Holding Company.
The Stock Holding Company will have the power to issue shares of
capital stock (including common and preferred stock) to persons other than the
Mutual Holding Company. So long as the Mutual Holding Company is in existence,
however, it must own a majority of the voting stock of Stock Holding Company.
Stock Holding Company may issue any amount of non-voting stock to persons other
than Mutual Holding Company. No such non-voting stock will be issued as of the
date of the Reorganization.
* * *
The opinions set forth above represent our conclusions as to the
application of existing Federal income tax law to the facts of the instant
transaction, and we can give no assurance that changes in such law, or in the
interpretation thereof, will not affect the opinions expressed by us. Moreover,
there can be no assurance that contrary positions may not be taken by the IRS,
or that a court considering the issues would not hold contrary to such opinions.
All of the opinions set forth above are qualified to the extent that
the validity of any provision of any agreement may be subject to or affected by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally. We do not express any opinion as to
the availability of any equitable or specific remedy upon any breach of any of
the covenants, warranties or other provisions contained in any agreement. We
have not examined, and we express no opinion with respect to the applicability
of, or liability under, any Federal, state or local law, ordinance, or
regulation governing or pertaining to environmental matters, hazardous wastes,
toxic substances, asbestos, or the like.
It is expressly understood that the opinions set forth above represent
our conclusions based upon the documents reviewed by us and the facts presented
to us. Any material amendments to such documents or changes in any significant
fact would affect the opinions expressed herein.
<PAGE>
Board of Directors
Axia Federal Savings Bank
___________, 1998
Page 8
We have not been asked to, and we do not, render any opinion with
respect to any matters other than those expressly set forth above.
We hereby consent to the filing of the opinion as an exhibit to the
Bank's combined Form MHC-1/MHC-2 Notice of Mutual Holding Company Reorganization
and Application for Approval of a Minority Stock Issuance by a Subsidiary of
Mutual Holding Company as filed with the OTS and to the Stock Holding Company's
Registration Statement on Form SB-2 as filed with the SEC. We also consent to
the references to our firm in the Prospectus contained in the Forms MHC- 1/MHC-2
and SB-2 under the captions "The Reorganization and Offering - Tax Effects of
the Reorganization" and "Legal and Tax Opinions," and to the summarization of
our opinion in such Prospectus.
Very truly yours,
LUSE LEHMAN GORMAN POMERENK & SCHICK
A Professional Corporation
[FINPRO LETTERHEAD]
April 30, 1998
Board of directors
Axia Federal Savings Bank
1410 St. Georges Avenue
Avenel, New Jersey 07001
Dear Board Members:
All capitalized terms not otherwise defined in this letter have the meanings
given such terms in the Plan of Reorganization from Mutual Savings Association
of Mutual Holding Company and Stock Issuance Plan (the "Plan") adopted by the
Board of Directors of Axia Federal Savings Bank (the "Bank"), whereby the Bank
will reorganize into the Mutual Holding Company form of organization by
converting from a federally chartered mutual savings association to a federally
chartered stock savings bank and issuing in excess of 50% of the Bank's
outstanding capital stock to Liberty Bancorp, Inc. (the "Company") so long as
the Company remains in the mutual form.
We understand that in accordance with the Plan, Subscription Rights to purchase
shares of the Common Stock are to be issued to (i) Eligible Account Holders;
(ii) the ESOP; (iii) Supplemental Eligible Account Holders; (iv) Other Members;
and (v) Directors, Officers and Employees, collectively referred to as the
"Recipients". Based solely on our observation that the Subscription Rights will
be available to such Recipients without cost, will be legally non-transferable
and of short duration, and will afford the Recipients 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 Selected 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 opinion that:
(1) the Subscription rights will have no ascertainable market values; and
(2) the price at which the Subscription Rights are exercisable will not be
more 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 Companys' value alone. Accordingly no assurance can be
given that persons who subscribe to shares of Conversion Stock in the conversion
will thereafter be able to buy or sell such shares at the same price paid in the
Subscription Offering.
Very Truly Yours,
FinPro, Inc.
/s/ Donald J. Musso
--------------------------------
Donald J. Musso
President
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Axia Federal Savings Bank
We consent to use of our report dated January 23, 1998 included in the Notice of
Mutual Holding Company Reorganization on Form MHC-1, the Application for
Approval of a Minority Stock Issuance by a Savings Bank Subsidiary of a Mutual
Holding Company on form MHC-2 and the Registration Statement on Form SB-2
relating to the statements of financial condition of Axia Federal Savings Bank
as of December 31, 1997 and 1996, and the related statements of income, retained
earnings, and cash flows for each of the years in the two-year period ended
December 31, 1997. We further consent to the reference to our firm under the
headings of "Experts" and "Legal Opinions" in the offering circular.
/s/ Radics & Co., LLC
Pine Brook, New Jersey
May 1, 1998
[FINPRO LETTERHEAD]
April 30, 1998
Board of Directors
Axia Federal Savings Bank
1410 St. Georges Avenue
Avenel, New Jersey 07001
Dear Board Members:
We hereby consent to the use of our firm's name, FinPro, Inc. ("FinPro") in the
Form SB-2 Registration Statement, and amendments thereto, of Liberty Bancorp,
Inc. so filed with the Securities and Exchange Commission, the combined Notice
of Mutual Holding Company Reorganization and Application for Approval of a
Minority Stock Issuance by a Subsidiary of a Mutual Holding Company on "Form
MHC-1/MHC-2" filed by Axia Federal Savings Bank, and any amendments thereto, and
the Conversion Valuation Appraisal Report ("Report") regarding the valuation of
the Association provided by FinPro, and our opinion regarding subscription
rights filed as exhibits to the form SB-2 and the forms MHC-1/MHC-2. We also
consent to the use of our firm's name and the inclusion of, summary of and
references to our Report and Opinion in the Prospectus included in the form SB-2
and the forms MHC-1/MHC-2, and any amendments thereto.
Very Truly Yours,
/s/ Donald J. Musso
Donald J. Musso
Liberty Corner, New Jersey
April 30, 1998
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRATION STATEMENT ON FORM S-1 FOR THE FISCAL QUARTER ENDED DECEMBER 31,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 1,192,270
<INT-BEARING-DEPOSITS> 4,738,621
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 53,917,520
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 152,923,187
<ALLOWANCE> 723,319
<TOTAL-ASSETS> 217,436,720
<DEPOSITS> 198,362,828
<SHORT-TERM> 0
<LIABILITIES-OTHER> 2,533,049
<LONG-TERM> 0
0
0
<COMMON> 0
<OTHER-SE> 16,540,843
<TOTAL-LIABILITIES-AND-EQUITY> 217,436,720
<INTEREST-LOAN> 11,063,145
<INTEREST-INVEST> 3,733,784
<INTEREST-OTHER> 406,373
<INTEREST-TOTAL> 15,083,000
<INTEREST-DEPOSIT> 8,908,267
<INTEREST-EXPENSE> 9,004,041
<INTEREST-INCOME-NET> 6,078,959
<LOAN-LOSSES> 200,000
<SECURITIES-GAINS> 128,716
<EXPENSE-OTHER> 3,980,752
<INCOME-PRETAX> 2,430,155
<INCOME-PRE-EXTRAORDINARY> 2,430,155
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,553,205
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 7.23
<LOANS-NON> 909,000
<LOANS-PAST> 25,000
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 1,148,000
<ALLOWANCE-OPEN> 533,840
<CHARGE-OFFS> 10,521
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 723,319
<ALLOWANCE-DOMESTIC> 523,319
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 200,000
</TABLE>
================================================================================
Axia Federal Savings Bank
Conversion
Valuation
Appraisal
Date Issued: March 16, 1998
Date of Market Prices: March 3, 1998
================================================================================
<PAGE>
Table of Contents
Axia Bancorp, Inc.
Avenel, New Jersey
INTRODUCTION 1
- --------------------------------------------------------------------------------
1. OVERVIEW AND FINANCIAL ANALYSIS 3
- --------------------------------------------------------------------------------
GENERAL OVERVIEW 3
HISTORY 4
STRATEGIC DIRECTION 5
BUSINESS STRATEGY 6
BALANCE SHEET TRENDS 8
LOAN PORTFOLIO 11
SECURITIES 14
INVESTMENTS AND MORTGAGE-BACKED SECURITIES 15
ASSET QUALITY 16
FUNDING COMPOSITION 19
ASSET/LIABILITY MANAGEMENT 21
NET WORTH AND CAPITAL 22
INCOME AND EXPENSE TRENDS 23
SUBSIDIARIES 27
LEGAL PROCEEDINGS 27
2. MARKET AREA ANALYSIS 28
- --------------------------------------------------------------------------------
MARKET AREA DEMOGRAPHICS 28
MARKET AREA DEPOSIT CHARACTERISTICS 31
3. COMPARISONS WITH PUBLICLY TRADED THRIFTS 33
- --------------------------------------------------------------------------------
INTRODUCTION 33
SELECTION SCREENS 33
SELECTION CRITERIA 34
COMPARABLE GROUP PROFILES 36
CORPORATE DATA 41
KEY FINANCIAL DATA 42
CAPITAL DATA 43
ASSET QUALITY DATA 44
PROFITABILITY DATA 45
INCOME STATEMENT DATA 46
GROWTH DATA 47
MARKET CAPITALIZATION DATA 48
- --------------------------------------------------------------------------------
DIVIDEND DATA 49
PRICING DATA 50
EARNINGS DATA 51
4. MARKET VALUE DETERMINATION 52
- --------------------------------------------------------------------------------
INTRODUCTION 52
BALANCE SHEET 53
ASSET QUALITY 54
EARNINGS QUALITY, PREDICTABILITY AND GROWTH 55
MARKET AREA 59
MANAGEMENT 60
DIVIDENDS 61
LIQUIDITY OF THE ISSUE 62
SUBSCRIPTION INTEREST 63
RECENT REGULATORY MATTERS 64
MARKET FOR SEASONED THRIFT STOCKS 65
MARKET FOR MHCS STOCKS 69
ACQUISITION MARKET 71
ADJUSTMENTS TO VALUE 76
VALUATION APPROACH 77
VALUATION CONCLUSION 81
- --------------------------------------------------------------------------------
<PAGE>
List of Figures
Axia Bancorp, Inc.
Avenel, New Jersey
FIGURE 1 - CURRENT BRANCH LIST 3
FIGURE 2 - ASSET AND RETAINED EARNINGS CHART 8
FIGURE 3 - AVERAGE YIELDS AND COSTS 9
FIGURE 4 - KEY BALANCE SHEET DATA 10
FIGURE 5 - KEY RATIOS 10
FIGURE 6 - LOAN MIX AS OF DECEMBER 31, 1997 11
FIGURE 7 - NET LOANS RECEIVABLE CHART 12
FIGURE 8 - LOAN MIX 13
FIGURE 9 - SECURITIES CHART 14
FIGURE 10 - INVESTMENT MIX 15
FIGURE 11 - INVESTMENT PORTFOLIO MATURITY 15
FIGURE 12 - NON-PERFORMING ASSETS CHART 16
FIGURE 13 - NON-PERFORMING LOANS 17
FIGURE 14 - ALLOWANCE FOR POSSIBLE LOAN AND LEASE LOSSES CHART 18
FIGURE 15 - DEPOSIT MIX 19
FIGURE 16 - DEPOSIT AND BORROWING TREND CHART 20
FIGURE 17 - NET PORTFOLIO VALUE 21
FIGURE 18 - CAPITAL ANALYSIS 22
FIGURE 19 - NET INCOME CHART 23
FIGURE 20 - SPREAD AND MARGIN CHART 24
FIGURE 21 - INCOME STATEMENT TRENDS 25
FIGURE 22 - PROFITABILITY TREND CHART 26
FIGURE 23 - POPULATION DEMOGRAPHICS 29
FIGURE 24 - HOUSEHOLD CHARACTERISTICS 30
FIGURE 25 - AVENEL BRANCH DEPOSITS 31
FIGURE 26 - E. BRUNSWICK BRANCH DEPOSITS 31
FIGURE 27 - LINDEN BRANCH DEPOSITS 32
FIGURE 28 - RAHWAY BRANCH DEPOSITS 32
FIGURE 29 - KEY FINANCIAL INDICATORS 39
FIGURE 30 - COMPARABLE CORPORATE DATA 41
FIGURE 31 - COMPARABLE KEY FINANCIAL DATA 42
FIGURE 32 - COMPARABLE CAPITAL DATA 43
FIGURE 33 - COMPARABLE ASSET QUALITY DATA 44
FIGURE 34 - COMPARABLE PROFITABILITY DATA 45
FIGURE 35 - COMPARABLE INCOME STATEMENT DATA 46
FIGURE 36 - COMPARABLE GROWTH DATA 47
FIGURE 37 - COMPARABLE MARKET CAPITALIZATION DATA 48
FIGURE 38 - COMPARABLE DIVIDEND DATA 49
FIGURE 39 - COMPARABLE PRICING DATA 50
FIGURE 40 - COMPARABLE EARNINGS DATA 51
FIGURE 41 - ASSET QUALITY TABLE 54
FIGURE 42 - NET INCOME CHART 56
FIGURE 43 - SPREAD AND MARGIN CHART 57
FIGURE 44 - SNL THRIFT INDEX CHART 65
FIGURE 45 - HISTORICAL SNL INDEX 66
FIGURE 46 - EQUITY INDICES 67
FIGURE 47 - HISTORICAL RATES 68
- --------------------------------------------------------------------------------
<PAGE>
FIGURE 48 - MHC REORGANIZATIONS, SINCE 1/1/96 69
FIGURE 49 - MHC STOCK PERFORMANCE 69
FIGURE 50 - RECENT SECOND STEP TRADING MULTIPLES, SINCE 1/1/96 70
FIGURE 51 - MHC TRADING DISCOUNT 70
FIGURE 52 - DEALS FOR LAST ELEVEN QUARTERS 71
FIGURE 53 - CURRENT THRIFT ACQUISITION MULTIPLES, PRICE TO BOOK 72
FIGURE 54 - CURRENT THRIFT ACQUISITION MULTIPLES, PRICE TO TANGIBLE BOOK 73
FIGURE 55 - THRIFT ACQUISITION MULTIPLES, PRICE TO EARNINGS 73
FIGURE 56 - CURRENT THRIFT ACQUISITION MULTIPLES, PRICE TO ASSETS 74
FIGURE 57 - CURRENT THRIFT ACQUISITION MULTIPLES, PRICE TO DEPOSITS 74
FIGURE 58 - DEAL MULTIPLES 75
FIGURE 59 - ACQUISITION TABLE 75
FIGURE 60 - VALUE RANGE OFFERING DATA 78
FIGURE 61 - VALUE RANGE OFFERING DATA 78
FIGURE 62 - COMPARABLE PRICING MULTIPLES TO THE BANK'S PROFORMA MIDPOINT
(FULL CONVERSION) 79
FIGURE 63 - COMPARABLE PRICING MULTIPLES TO THE BANK'S PROFORMA SUPERMAXIMUM
(FULL CONVERSION) 79
FIGURE 64 - MHC PROFORMA MULTIPLES TO THE BANK'S PROFORMA MIDPOINT 79
FIGURE 65 - MHC PROFORMA MULTIPLES TO THE BANK'S PROFORMA SUPERMAXIMUM 80
- --------------------------------------------------------------------------------
<PAGE>
List of Exhibits
Axia Bancorp, Inc.
Avenel, New Jersey
EXHIBIT
- -------
1 Consolidated Statements of Financial Condition
2 Consolidated Statements of Income
3 Consolidated Statements of Changes in Net Worth
4 Consolidated Statements of Cash Flows
5 Selected Data on All Public Thrifts
6 Industry Multiples
7 MHC Institutions - Selected Market Data
8 Proforma December 31, 1997 - 12 Months Data
9 MHC Proforma December 31, 1997 - 12 Months Data
10 Profile of FinPro, Inc.
11 Income Reconciliation to the TFR
- --------------------------------------------------------------------------------
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 1
================================================================================
Introduction
This report represents FinPro, Inc.'s ("FinPro") independent appraisal of the
estimated pro-forma market value of the common stock ( the "Common Stock") of
Axia Federal Savings Bank ( the "Bank" or "Axia") in connection with the Plan of
Mutual Holding Company Reorganization and Stock Issuance ("Plan") of the Bank.
Pursuant to the Plan, the Bank will (i) exchange its mutual savings association
charter for a federal stock savings bank charter and (ii) Liberty Bancorp, MHC
(the "Holding Company"), a federal mutual holding company, which will own in
excess of 50% of the Common Stock of Liberty Bancorp, Inc. (the "Company") with
less than 50% of the Common Stock being sold to depositors and the public.
Reference herein to the Bank shall refer to Axia Federal Savings Bank (who will
change its name to Liberty Bank) in its current mutual form or in its
post-reorganization stock form, as indicated by the context.
It is our understanding that the Bank will offer its stock in a subscription and
community offering to the Bank's Eligible Account Holders, to the Bank's ESOP,
to Supplemental Eligible Account Holders of the Bank, to Other Participants, to
the board members, officers and employees of the Bank, and to the community.
This appraisal has been prepared in accordance with Regulation 563b.7 and with
the "Guidelines for Appraisal Reports for the Valuation of Savings and Loan
Associations Converting from Mutual to Stock Form of Organization" of the Office
of Thrift Supervision ("OTS") which have been adopted in practice by the Federal
Deposit Insurance Corporation ("FDIC"), including the most recent revisions as
of October 21, 1994, and applicable regulatory interpretations thereof. Pursuant
to the Reorganization, the Bank is filing with the Office of Thrift Supervision
("OTS") a Notice of Mutual Holding Company Reorganization and an Application for
approval of a Minority Stock Issuance by a Savings Association Subsidiary of a
Mutual Holding Company on Forms MHC-1 and MHC-2 ("Form MHC-1/MHC-2").
In the course of preparing our report, we reviewed the audited financial
statements of the Bank's operations for the twelve month period ended December
31, 1997 and the Bank's operations and financials for the prior year period. We
have conducted due diligence analysis of the Bank and the Company (hereinafter,
collectively referred to as "the Bank") and held due diligence related
discussions with the Bank's management and board, Radics & Co., LLP, (the Bank's
independent audit firm), Luse Lehman Gorman Pomerenk & Schick P.C. (the Bank's
special counsel), and Ryan Beck & Company (the Bank's financial and marketing
advisor). The valuation parameters set forth in the appraisal were predicated on
these discussions but all conclusions related to the valuation were reached and
made independent of such discussions.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 2
================================================================================
Where appropriate, we considered information based upon other publicly available
sources, which we believe to be reliable; however, we cannot guarantee the
accuracy or completeness of such information. We visited the Bank's primary
market area and reviewed the market area economic condition. We also reviewed
the competitive environment in which the Bank operates and its relative
strengths and weaknesses. We compared the Bank's performance with selected
publicly traded thrift institutions. We reviewed conditions in the securities
markets in general and in the market for savings institutions in particular. Our
analysis included a review of the estimated effects of the Reorganization on the
Bank, operation and expected financial performance as they related to the Bank's
estimated pro-forma value.
In preparing our valuation, we relied upon and assumed the accuracy and
completeness of financial and other information provided to us by the Bank and
its independent accountants. We did not independently verify the financial
statements and other information provided by the Bank and its independent
accountants, nor did we independently value any of the Bank's assets or
liabilities. This estimated valuation considers the Bank only as a going concern
and should not be considered as an indication of its liquidation value.
Our valuation is not intended, and must not be construed, to be a recommendation
of any kind as the advisability of purchasing shares of Common Stock in the
Reorganization. Moreover, because such valuation is necessarily based upon
estimates and projections of a number of matters, all of which are subject to
change from time to time, no assurance can be given that persons who purchase
shares of Common Stock in the Reorganization will thereafter be able to sell
such shares at prices related to the foregoing valuation of the pro-forma market
value thereof. FinPro is not a seller of securities within the meaning of any
federal or state securities laws and any report prepared by FinPro shall not be
used as an offer or solicitation with respect to the purchase or sale of any
securities.
The estimated valuation herein will be updated as appropriate. These updates
will consider, among other factors, any developments or changes in the Bank's
financial condition, operating performance, management policies and procedures,
and current conditions in the securities market for thrift institution common
stock. Should any such developments or changes, in our opinion, be material to
the estimated pro-forma market value of the Bank, appropriate adjustments to the
estimated pro-forma market value will be made. The reasons for any such
adjustments will be explained at that time.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 3
================================================================================
1. Overview and Financial Analysis
----------------------
GENERAL OVERVIEW
----------------------
The Bank after the Reorganization, will be a federally chartered mutual holding
company. As of December 31, 1997, the Bank had $217.4 million in total assets,
$198.4 million in deposits, $152.2 million in net loans and $16.5 million in
equity.
The following table shows the Bank's branch network as of December 31, 1997.
FIGURE 1 - CURRENT BRANCH LIST
Branch Office Town
- --------------------------------------------------------------------------------
Middlesex County
1410 St. Georges Ave. Avenel
755 State Highway 18 East Brunswick
Union County
1515 Irving St. Rahway
25 North Wood Ave. Linden
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 4
================================================================================
-------------
HISTORY
-------------
1927 Axia Federal Savings Bank was incorporated as a Building and Loan and
operated out of one office in Rahway, NJ.
1938 Received FSLIC insurance of accounts.
1942 Became chartered as a Federal Savings and Loan.
1974 Opened the first branch in East Brunswick.
1977 Opened Linden branch.
1978 Opened Metuchen branch.
1982 Moved the location of the Linden branch.
1986 Opened the Avenel branch and new headquarters.
1986 Became a Federally Chartered Savings Bank.
1992 Closed our Metuchen location.
1993 Moved the location of the East Brunswick office.
1995 Moved the location of the Rahway office.
1997 Adopted Plan of Conversion to convert to a Mutual Holding Company.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 5
================================================================================
-------------------------
STRATEGIC DIRECTION
-------------------------
It is anticipated, for planning purposes that the reorganization to a mutual
holding company with a public offering will raise gross proceeds of $13.9
million, based upon preliminary appraisal data for the midpoint of the value
range. Conversion costs are estimated to be approximately $600 thousand.
It is anticipated that the Bank will form an Employee Stock Ownership Plan
("ESOP") and a Management Recognition and Retention Plan ("MRP") as part of the
conversion. No option plans or restricted stock plans will be implemented for at
least six months after the Conversion and Reorganization.
The Board of Directors of the Bank believes that the formation of a mutual
holding company is in the best interests of all parties associated with the
bank. The resultant entity will:
o be financially stronger, primarily as a result of additional capital;
o be better positioned to compete in the markets the Bank serves;
o facilitate possible acquisition opportunities and possible
diversification;
o provide access to capital markets;
o allow for a wider array of products and services; and
o provide financial capacity to buy or build critical mass in new
geographic markets or in the markets it currently serves.
The conversion also provides the Bank and its Mutual Holding Company the
corporate flexibility to raise additional capital and further diversify into
bank related activities when such opportunities or need arise. The Bank can
utilize the Mutual Holding Company structure to:
o form new subsidiaries; and
o purchase branches, acquire or merger with other banks, thrifts, or
financial services related company.
Although there are no current arrangements, understandings or agreements
regarding any such opportunities, the Mutual Holding Company will be in a
position after the conversion (subject to regulatory limitations and the Mutual
Holding Company's financial condition) to take advantage of any such opportunity
that may arise.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 6
================================================================================
-----------------------
BUSINESS STRATEGY
-----------------------
The Bank has implemented several strategies designed to enhance profitability
consistent with safety and soundness. These strategies include: (i) emphasizing
one-to four family residential real estate lending; (ii) complementing the
Bank's traditional lending by increasing consumer and multi-family loans; (iii)
maintaining asset quality; (iv) expanding its deposit products to include
checking and other transaction accounts; and (v) growing as market conditions
permit and consistent with profitability objectives.
Emphasizing Traditional One-to-Four Family Residential Real Estate Lending.
Historically, the Bank has emphasized one-to-four family residential lending
within the Bank's primary market area. As of December 31, 1997, approximately
93.9% of the Bank's total loan portfolio consisted of one-to-four family
residential real estate loans. During the year ended December 31, 1997, the Bank
originated $38.6 million of one-to-four family residential real estate loans,
and the Bank's portfolio of such loans totaled $143.6 million at December 31,
1997. Although the yields on residential mortgage loans are often less than the
yields on consumer loans and commercial real estate loans, the Bank intends to
continue to emphasize one-to-four family lending because of its expertise with
such lending, and the relatively low delinquency rates on one-to-four family
mortgage loans compares to other loans.
Increasing Consumer and Other Lending. To complement the Bank's traditional
emphasis on one-to-four family residential real estate lending, the Bank intends
to increase consumer and multi-family real estate lending as market conditions
permit, and consistent with safety and soundness. As of December 31, 1997,
commercial and multi-family residential real estate loans totaled $3.2 million,
or 2.1% of the Bank's gross loan portfolio, and consumer loans totaled $6.2
million, or 4.1 % of the Bank's gross loan portfolio. To accomplish the desired
growth in this area, the Bank has evaluated consumer and multi-family loan
products offered by competing financial institutions, and intends to improve
upon these products and services for its customers. The Bank also will increase
it advertising of these loans products to compete more effectively in its
marketplace. Although management believes that it can safely originate, service
and monitor these loans, such loans generally have greater credit risk than
one-to-four family residential real estate loans.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 7
================================================================================
Maintaining Asset Quality While Implementing the Bank's Lending Strategies. As
of December 31, 1997, the Bank had $934,000 of loans delinquent 90 days or more,
which represented .61% of net loans. The Bank's allowance for loan losses as of
December 31, 1997 was $723,000, or .48% of net loans and 77.5% of nonperforming
loans. During the years ended December 31, 1997, the Bank charged-off loans
totaling $11,500. The Bank had no loan charge-offs in 1996. The Bank's goal is
to gradually increase its portfolio of multi-family loans while applying prudent
underwriting standards. To accomplish this objective the Bank intends to
maintain strict underwriting standards. It also may be necessary to increase the
provision for loan losses, which will have an adverse effect on the Bank's net
income.
Attracting Checking and Other Transaction Accounts. As of December 31, 1997 the
Bank had $15.9 million of checking accounts, which represented 8.0% of total
deposits. Of total checking accounts, $3.4 million were non-interest bearing
deposits. At December 31, 1997, the Bank had $45.2 million of savings accounts,
which represented 22.8% of total deposits. The Bank's goal to continue to
increase these type of deposits through advertising The Bank believes that
building relationships with core deposits customers is an effective means of
marketing and selling other loan products and services.
Sustained Growth and Profitability. Total assets of the Bank have grown by 35.6%
during the past five years from $160.3 million at December 31, 1992 to $217.4
million at December 31, 1997. The Bank intends to continue to grow and expand
its operations as market conditions permit, and consistent with management's
profitability objectives. The Bank may effect such growth through new branches
and branch acquisitions.
<PAGE>
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--------------------------
BALANCE SHEET TRENDS
--------------------------
Since December 31, 1996, the Bank's balance sheet has grown from $201.6 million
to $217.4 million. This represents growth of 7.87% since December 31, 1996.
Retained earnings has increased $1.7 million from $14.8 million at December 31,
1996 to $16.5 million at December 31, 1997.
FIGURE 2 - ASSET AND RETAINED EARNINGS CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
<PAGE>
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Interest rate spread and margin decreased for the twelve months ending December
31, 1997, when compared to the same period ending December 31, 1996. The change
is primarily due to an increased cost of funds.
FIGURE 3 - AVERAGE YIELDS AND COSTS
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------------------
At December 31, 1997 1997 1996
-------------------- ---------------------------- ---------------------------
Yield/ Average Yield/ Average Yield/
Balance Cost Balance Interest Cost Balance Interest Cost
------- ------ ------- -------- ------ ------- -------- ------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Interest-earning assets:
Loans receivable $152,923 7.54% $144,513 $10,944 7.57% $117,720 $ 9,067 7.70%
Mortgage-backed securities 52,925 6.51% 53,333 3,536 6.63% 61,131 4,037 6.60%
Investment securities 992 6.49% 3,126 197 6.30% 3,264 249 7.63%
Other interest earning assets 6,543 5.91% 7,086 406 5.73% 6,602 371 5.62%
-------- -------- ------- -------- -------
Total interest-earning assets 213,383 7.23% 208,058 15,083 7.25% 188,717 13,724 7.27%
Non-interest earning assets 4,054 3,572 3,855
-------- -------- --------
Total assets $217,437 $211,630 $192,572
======== ======== ========
Liabilities and Retained Earnings:
Interest-bearing liabilities:
Demand 12,505 1.77% 12,358 244 1.97% 12,453 290 2.33%
Savings and Club 45,168 3.00% 44,803 1,346 3.00% 44,426 1,312 2.95%
Certificate of deposit 137,314 5.52% 132,467 7,318 5.52% 117,347 6,446 5.49%
Borrowed fund -- 0.00% 1,663 96 5.77% 12 1 5.49%
-------- -------- ------- -------- -------
Total interest-bearing liabilities 194,987 4.62% 191,291 9,004 4.71% 174,238 8,049 4.62%
------- -------
Non-interest bearing liabilities 5,909 4,734 3,943
Retained earnings 16,541 15,605 14,391
-------- -------- --------
Total liabilities and retained earnings $217,437 $211,630 $192,572
======== ======== ========
Net interest income $ 6,079 $ 5,675
======= =======
Interest rate spread 2.61% 2.54% 2.65%
==== ==== ====
Net yield on average interest-earning assets 2.92% 3.01%
==== ====
Ratio of average interest-earning assets to 1.09x 1.08x
interest-bearing liabilities ======== ========
</TABLE>
Source: Offering Prospectus
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Conversion Valuation Appraisal Report Page: 1 - 10
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The following tables set forth certain information concerning the financial
position of the Bank along with selected ratios at the dates indicated.
FIGURE 4 - KEY BALANCE SHEET DATA
At December 31, At December 31,
1997 1996
--------------- ---------------
($ in thousands)
Financial Condition Data:
Total assets $217,437 $201,574
Loans receivable, net 152,200 130,690
Securities available for sale:
Investments 992 4,064
Mortgage-backed securities 52,925 55,525
Deposits 198,363 184,709
Retained Earnings-substantially restricted 16,541 14,812
Source: Offering Prospectus
FIGURE 5 - KEY RATIOS
<TABLE>
<CAPTION>
At or For the Year At or For the Year
Ended December 31 Ended December 31
1997 1996
------------------ ------------------
<S> <C> <C>
Selected Financial Ratios and Other Data:
Performance Ratios:
Return on assets(ratio of net income to average
total assets) 0.73% 0.32%
Return on retained earnings (ratio of net income to
average equity) 9.95% 4.23%
Interest rate spread information
Average during period 2.54% 2.65%
End of period 2.61% 2.67%
Net interest margin (net income divided by average
interest-earning assets) 2.92% 3.01%
Ratio of operating expenses to average total assets 1.88% 2.64%
Ratios of average interest-earning assets to average
bearing liabilities 108.77% 108.31%
Asset Quality Ratios:
Non-performing assets to total assets 0.49% 0.46%
Allowance for loan losses to non-performing loans 79.57% 59.27%
Allowance for loan losses to loans receivable, net 0.48% 0.41%
Capital Ratios:
Retained earnings to total assets at end of period 7.61% 7.35%
Average retained earning to average assets 7.37% 7.47%
</TABLE>
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 11
================================================================================
--------------------
LOAN PORTFOLIO
--------------------
The Bank's loan portfolio is one dimensional. However, the Bank intends to
diversify this mix by placing a heavier emphasis on consumer loans.
FIGURE 6 - LOAN MIX AS OF DECEMBER 31, 1997
[GRAPHIC OMITTED]
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 12
================================================================================
The Bank increased its lending portfolio by $21.5 million, from $130.7 million
at December 31, 1996, to $152.2 million at December 31, 1997. The Bank's net
loan to asset ratio was 70.00% at December 31, 1997.
FIGURE 7 - NET LOANS RECEIVABLE CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 13
================================================================================
The Bank's loan portfolio is one dimensional. However, the Bank plans to shift
the mix toward consumer loans.
FIGURE 8 - LOAN MIX
At December 31,
--------------------------------------------
1997 1996
-------------------- --------------------
Amount Percent Amount Percent
------ ------- ------ -------
Real Estate Loans:
One to four family $143,623 93.88% $120,892 92.11%
Multi-family 1,258 0.82% 1,875 1.43%
Commercial 1,906 1.25% 2,035 1.55%
Construction Loans -- -- 237 0.00%
-------- ------ -------- ------
Total Real Estate Loans 146,787 95.95% 125,039 95.09%
Consumer Loans:
Home equity 5,706 3.73% 5,364 4.08%
Other 491 0.32% 1,101 0.84%
Total Consumer Loans 6,197 4.05% 6,465 4.92%
-------- ------ -------- ------
Total Loans 152,984 100.00% 131,504 100.00%
Less:
Loans in process -- 3
Deferred loan origination fees 61 277
Allowance for loan losses 723 534
-------- --------
Total loans net $152,200 $130,690
======== ========
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 14
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----------------
SECURITIES
----------------
The Bank's security portfolio has shrunk from $59.6 million at December 31,
1996, to $53.9 million at December 31, 1997. The portfolio is primarily composed
of MBS.
FIGURE 9 - SECURITIES CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 15
================================================================================
------------------------------------------------
INVESTMENTS AND MORTGAGE-BACKED SECURITIES
------------------------------------------------
The majority of the Bank's investment portfolio is MBS classified as
available-for-sale.
FIGURE 10 - INVESTMENT MIX
At December 31,
---------------------
1997 1996
------- -------
Investments
Federal agency obligations $ 992 $ 4,001
FHLB Stock 1,804 1,615
Interest bearing deposits in banks 4,739 4,471
------ -------
7,535 10,087
Mortgage backed securities
GNMA $ 1,184 $ 1,813
FNMA 19,922 12,300
FHLMC 30,614 40,604
------- -------
51,720 54,717
Net amortized premium, (discount) 545 487
Unrealized gains 660 321
------- -------
Total Mortgage backed securities available for sale $52,925 $55,525
Source: Offering Prospectus
FIGURE 11 - INVESTMENT PORTFOLIO MATURITY
<TABLE>
<CAPTION>
As of December 31, 1997
---------------------------------------------------------------------------------------------------
One Year or Less One and Five Years Five and Ten Years More than Ten Years Total
------------------ ------------------ ------------------ ------------------- ------------------
Carrying Average Carrying Average Carrying Average Carrying Average Carrying Average
Value Yield Value Yield Value Yield Value Yield Value Yield
-------- ------- -------- ------- -------- ------- -------- ------- -------- -------
(in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Securities available for sale:
United States government agency
securities $ -- 0.00% $ -- 0.00% $ -- 0.00% $ -- 0.00% $ -- 0.00%
Federal Agency Debentures -- -- -- -- 1,000 6.49% -- -- 1,000 6.49%
Mortgage-backed securities 71 5.56% 5,113 6.49% -- -- 47,081 6.38% 52,265 6.39%
---- ------ ------ ------- -------
71 5,113 1,000 47,081 53,265
Weighted Average Rate 5.50% 6.55% 6.49% 6.49% 6.50%
</TABLE>
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 16
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-------------------
ASSET QUALITY
-------------------
The Bank has a modest level of non-performing loans. As a percentage of assets,
total non-performing assets have increased from 0.46% at December 31, 1996, to
0.49% at December 31, 1997.
FIGURE 12 - NON-PERFORMING ASSETS CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 17
================================================================================
FIGURE 13 - NON-PERFORMING LOANS
- --------------------------------------------------------------------------------
At December 31, 1997
($ in thousands)
- --------------------------------------------------------------------------------
Non-performing loans $ 934
- --------------------------------------------------------------------------------
Real estate owned, net $ 121
- --------------------------------------------------------------------------------
Total non-performing assets $1,055
- --------------------------------------------------------------------------------
Non-performing loans as a percentage of net loans 0.69%
- --------------------------------------------------------------------------------
Non-performing assets as a percent of total assets 0.49%
- --------------------------------------------------------------------------------
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 18
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The Bank has grown its allowance for loan and lease losses from $534 million at
December 31, 1996 to $723 million at December 31, 1997. As a percentage of
loans, ALLL grew from 0.41% at December 31, 1996 to 0.48% at December 31, 1997.
ALLL to non-performing assets was 68.53% as of December 31, 1997.
FIGURE 14 - ALLOWANCE FOR POSSIBLE LOAN AND LEASE LOSSES CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
<PAGE>
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-------------------------
FUNDING COMPOSITION
-------------------------
The Bank's deposit mix as of December 31, 1997, is presented below. Time
deposits composed 69.22% of the deposit mix at December 31, 1997. The Bank has
grown all deposit types with the exception of money market accounts.
FIGURE 15 - DEPOSIT MIX
<TABLE>
<CAPTION>
December 31, 1997 December 31, 1996
--------------------------- ---------------------------
Weighted Increase Weighted
Average % of (Decrease) Average % of
Category Amount Rate Total in Amount Amount Rate Total
- -------- -------- -------- ------- ---------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Non-interest Accounts $ 3,376 --% 1.70% 959 $ 2,417 --% 1.31%
Money market accounts 2,809 2.69% 1.42% (351) 3,160 2.75% 1.71%
Now 9,696 1.50% 4.89% 880 8,816 2.25% 4.77%
Passport and Statement Savings 45,168 3.00% 22.77% 1,048 44,120 2.99% 23.89%
Certificates of deposits with
remaining maturities:
6 months or less 62,587 5.30% 31.55% 9,613 52,974 5.05% 28.68%
Over 6 months or less 27,714 5.37% 13.97% (4,188) 31,902 5.50% 17.27%
Over 12 months 47,013 5.89% 23.70% 5,693 41,320 5.75% 22.37%
-------- ------ ------ -------- ------
Total certificate 137,314 5.52% 69.22% 11,118 126,196 5.39% 68.32%
-------- ------ ------ -------- ------
Total deposits 198,363 4.62% 100.00% 13,654 184,709 4.55% 100.00%
======== ====== ====== ======== ======
</TABLE>
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 20
================================================================================
Deposits have grown $13.7 million from $184.7 at December 31, 1996 to $198.4
million at December 31, 1997, or 7.39%. The Bank had no borrowings as of
December 31, 1997.
FIGURE 16 - DEPOSIT AND BORROWING TREND CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 21
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--------------------------------
ASSET/LIABILITY MANAGEMENT
--------------------------------
The Bank manages its interest rate risk through normal balance sheet activities
and does not utilize any hedging techniques. The following chart illustrates the
Bank's net portfolio value at December 31, 1997, as calculated by the OTS.
FIGURE 17 - NET PORTFOLIO VALUE
[GRAPHIC OMITTED]
Source: OTS at December 31, 1997
<PAGE>
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---------------------------
NET WORTH AND CAPITAL
---------------------------
At December 31, 1997, the Bank had capital in excess of the minimum requirements
for all three measures.
FIGURE 18 - CAPITAL ANALYSIS
December 31, 1997
---------------------
Amount Percent
Regulatory Capital Position (000's) of Assets
--------------------------- ------- ---------
GAAP capital $16,541 7.61%
Tangible capital:
Capital level $16,123 7.43%
Requirement 3,255 1.50%
------- -----
Excess $12,868 5.93%
======= =====
Core Capital:
Capital level $16,123 7.43%
Requirement 6,511 3.00%
------- -----
Excess $ 9,612 4.43%
======= =====
Risk-based capital
Capital level $16,834 17.69%
Requirement 7,614 8.00%
------- -----
Excess $ 9,220 9.69%
======= =====
Source: Offering Prospectus
<PAGE>
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-------------------------------
INCOME AND EXPENSE TRENDS
-------------------------------
The Bank's income increased for the period ended December 31, 1997. However, the
December 31, 1996 figure is skewed due to the one-time SAIF assessment of
approximately $1.0 million on a pre-tax basis (or approximately $684,000, on an
after-tax basis).
FIGURE 19 - NET INCOME CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 24
================================================================================
Both spread and margin declined for the year ended December 31, 1997, when
compared to the year ended December 31, 1996.
FIGURE 20 - SPREAD AND MARGIN CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 25
================================================================================
A summary of the Bank's income statement is presented below. The December 31,
1997 net income is higher than that for the same period ended December 31, 1996.
The December 31, 1996 income is due to the one-time SAIF assessment.
FIGURE 21 - INCOME STATEMENT TRENDS
Year Ended Year Ended
December 31 December 31
1997 1996
----------- -----------
($ in thousands)
Operating Data:
Total interest income $15,083 $13,723
Total interest expense 9,004 8,049
------- -------
Net interest income 6,079 5,674
Provision for loan losses 200 43
------- -------
Net interest income after provision for loan losses 5,879 5,631
Non-interest income:
Fees and Service charges 299 278
Gains on sales of securities 129 --
Other non-interest income 104 73
------- -------
Total non-interest income 532 351
Non-interest expense
Salaries and employee benefits 1,980 1,967
Net occupancy expense 445 469
Equipment 416 355
Advertising 184 97
Federal insurance premium 120 1,382
Miscellaneous 836 820
------- -------
Total Non-interest expense 3,981 5,090
------- -------
Income before income taxes 2,430 892
Income taxes 877 283
------- -------
Net income $ 1,553 $ 609
======= =======
Source: Offering Prospectus
<PAGE>
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The ROA and ROE increased since December 31, 1996.
FIGURE 22 - PROFITABILITY TREND CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
<PAGE>
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------------------
SUBSIDIARIES
------------------
Under OTS regulations, the Bank generally may invest up to 3% of its assets in
service corporations, provided that at least one-half of investment in excess of
1% is used primarily for community, inner-city and community development
projects. The Bank's investment in its wholly-owned service corporation Axia
Financial Corporation which was $19,522 at December 31, 1997, did not exceed
these limits. Axia Financial Services is funded but inactive at this time.
-----------------------
LEGAL PROCEEDINGS
-----------------------
Periodically, there have been various claims and lawsuits involving the Bank due
to its line of business. The Bank is not party to any pending legal proceedings
that it believes would have a material adverse effect on the financial condition
or operations of the Bank.
<PAGE>
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2. Market Area Analysis
------------------------------
MARKET AREA DEMOGRAPHICS
------------------------------
The following tables summarize deposits for the Bank's markets. The markets were
defined as the minor civil division in which a branch was located.
<PAGE>
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FIGURE 23 - POPULATION DEMOGRAPHICS
<TABLE>
<CAPTION>
EAST
BRUNSWICK AVENEL RAHWAY LINDEN NJ Total
--------- ------ ------ ------ --------
POPULATION CHARACTERISTICS
<S> <C> <C> <C> <C> <C>
LAND AREA (miles) 3.12 3.12 3.12 3.12 7,407.00
POPULATION
1980 CENSUS 10,643 17,254 20,071 16,593 7,365,011
1990 CENSUS 11,109 17,027 19,102 16,487 7,730,188
1997 ESTIMATE 11,783 17,078 19,579 16,688 8,018,326
2002 PROJECTION 12,204 17,173 19,841 16,753 8,201,583
GROWTH 1980 TO 1990 4.38% -1.32% -4.83% -0.63% 4.96%
PROJECTED GROWTH 1990 TO 2002 9.86% 0.86% 3.87% 1.61% 6.10%
POPULATION DENSITY 1997 (persons/sq mile) 3,778.3 5,476.3 6,277.8 5,350.9 1,082.5
POPULATION BY URBAN VS. RURAL 11,109 17,065 19,105 16,480 7,730,188
URBAN 100.00% 100.00% 100.00% 100.00% 89.40%
RURAL 0.00% 0.00% 0.00% 0.00% 10.60%
POPULATION BY SEX - 1997 EST 11,783 17,078 19,579 16,688 8,018,326
MALE 48.86% 52.16% 48.05% 48.16% 48.34%
FEMALE 51.14% 47.84% 51.95% 51.84% 51.66%
MARITAL STATUS 8,869 14,287 15,634 13,734 6,223,524
SINGLE 24.83% 29.84% 28.66% 29.12% 29.15%
MARRIED 63.55% 54.19% 51.74% 48.97% 53.81%
SEPERATED/DIVORCED 5.70% 9.50% 10.28% 10.63% 9.03%
WIDOWED 5.92% 6.46% 9.31% 11.27% 8.01%
POPULATON BY RACE - 1997 EST 11,783 17,078 19,579 16,688 8,018,326
WHITE 78.87% 68.69% 60.07% 60.16% 69.75%
BLACK 2.97% 14.20% 25.32% 26.65% 13.23%
INDIAN 0.19% 0.18% 0.18% 0.22% 0.18%
ASIAN 11.93% 7.49% 2.75% 2.04% 4.77%
OTHER 0.14% 0.14% 0.16% 0.06% 0.17%
HISPANIC 5.91% 9.30% 11.52% 10.86% 11.90%
POPULATION BY AGE - 1997 EST 11,783 17,078 19,579 16,688 8,018,326
UNDER 5 YEARS 6.66% 5.66% 6.68% 5.94% 6.67%
5 TO 14 YEARS 13.74% 11.37% 12.57% 11.77% 13.10%
15 TO 24 YEARS 10.62% 10.46% 10.09% 10.02% 12.03%
25 TO 34 YEARS 13.90% 18.37% 16.45% 16.28% 15.03%
35 TO 44 YEARS 17.02% 17.90% 17.57% 16.29% 16.52%
45 TO 54 YEARS 15.27% 12.97% 12.36% 12.92% 13.37%
55 TO 64 YEARS 10.50% 10.02% 9.11% 9.04% 9.03%
65 + YEARS 12.30% 13.24% 15.16% 17.74% 14.25%
MEDIAN AGE 38.2 38.7 37.3 39.0 36.9
MEDIAN AGE OF HOUSEHOLDER 49.5 46.6 48.4 50.2 48.2
POPULATION 25+ BY EDUCATION LEVEL 7,327 12,348 13,192 11,717 5,166,233
ELEMENTARY 8.28% 9.76% 8.99% 13.91% 9.41%
SOME HIGH SCHOOL 10.20% 13.68% 14.55% 18.45% 13.92%
HIGH SCHOOL GRADUATE 31.42% 38.48% 36.84% 38.43% 31.10%
SOME COLLEGE 15.05% 16.17% 17.60% 13.74% 15.52%
ASSOCIATES DEGREE ONLY 5.87% 5.02% 4.92% 3.94% 5.20%
BACHELORS DEGREE ONLY 18.35% 12.01% 12.62% 8.01% 16.01%
GRADUATE DEGREE 10.83% 4.88% 4.47% 3.51% 8.85%
POPULATION ENROLLED IN SCHOOL 2,805 3,529 4,159 3,315 1,867,402
PRE-PRIMARY - PUBLIC 5.30% 3.57% 4.07% 4.17% 4.20%
PRE-PRIMARY - PRIVATE 5.88% 3.15% 4.80% 2.38% 4.07%
ELEM/HIGH - PUBLIC 56.08% 55.81% 52.27% 55.85% 54.56%
ELEM/HIGH - PRIVATE 6.72% 7.76% 8.85% 8.61% 9.41%
COLLEGE - PUBLIC 19.63% 21.36% 22.86% 23.62% 19.07%
COLLEGE - PRIVATE 6.39% 8.35% 7.16% 5.38% 8.69%
</TABLE>
Source: Claritas
<PAGE>
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FIGURE 24 - HOUSEHOLD CHARACTERISTICS
<TABLE>
<CAPTION>
EAST
BRUNSWICK AVENEL RAHWAY LINDEN NJ Total
--------- ------ ------ ------ --------
HOUSEHOLD CHARACTERISTICS
<S> <C> <C> <C> <C> <C>
HOUSEHOLDS
1980 CENSUS 3,119 5,741 7,488 6,222 2,548,590
1990 CENSUS 3,699 5,843 7,312 6,443 2,794,711
1997 ESTIMATE 3,965 5,904 7,383 6,424 2,887,181
2002 PROJECTION 4,141 5,968 7,466 6,439 2,959,777
GROWTH 1980 TO 1990 18.60% 1.78% -2.34% 3.55% 9.66%
PROJECTED GROWTH 1990 TO 2002 11.93% 2.14% 2.10% -0.05% 5.91%
HOUSEHOLD SIZE
AVG PERSONS PER HH 1980 3.41 3.01 2.68 2.67 2.89
AVG PERSONS PER HH 1990 3.00 2.91 2.61 2.56 2.77
AVG PERSONS PER HH 1997 EST 2.97 2.89 2.65 2.60 2.78
AVG PERSONS PER HH 2002 PROJ 2.95 2.88 2.66 2.60 2.77
CHANGE 1980 TO 1997 -0.44 -0.11 -0.03 -0.07 -0.11
POPULATION BY HOUSEHOLD TYPE 3,965 5,904 7,383 6,424 2,887,181
FAMILY HOUSEHOLDS 83.32% 74.64% 68.00% 65.85% 71.62%
NON-FAMILY HOUSEHOLDS 16.68% 2.96% 29.82% 29.85% 22.72%
GROUP QUARTERS 0.00% 22.39% 2.18% 4.30% 5.66%
HOUSEHOLDS BY TYPE 3,699 5,843 7,312 6,443 2,794,711
SINGLE MALE 4.88% 8.72% 10.27% 11.92% 8.98%
SINGLE FEMALE 8.32% 11.69% 16.27% 16.19% 14.14%
MARRIED COUPLE 72.53% 61.50% 51.86% 48.57% 56.49%
OTHER FAMILY - MALE HEAD 2.80% 3.56% 4.02% 4.52% 3.73%
OTHER FAMILY - FEMALE HEAD 8.91% 10.27% 13.14% 13.87% 12.11%
NON FAMILY - MALE HEAD 1.57% 2.59% 2.48% 2.96% 2.72%
NON FAMILY - FEMALE HEAD 0.99% 1.68% 1.96% 1.97% 1.83%
HOUSEHOLDS WITH CHILDREN 3,723 5,856 7,325 6,522 2,794,316
MARRIED COUPLE FAMILY 73.97% 62.37% 52.70% 49.87% 57.70%
OTHER FAMILY - MALE HEAD 1.92% 2.28% 3.50% 3.98% 3.47%
OTHER FAMILY - FEMALE HEAD 8.97% 11.09% 13.80% 13.46% 11.75%
NON FAMILY 15.15% 24.27% 30.01% 32.69% 27.07%
HOUSEHOLDS BY INCOME - 1997 EST 3,965 5,904 7,383 6,424 2,887,181
UNDER $5,000 1.52% 1.37% 2.52% 2.15% 2.51%
$5,000 TO 10,000 3.14% 2.95% 6.95% 6.22% 5.47%
$10,000 TO $15,000 3.22% 4.06% 5.76% 5.76% 5.35%
$15,000 TO $25,000 7.55% 9.86% 9.13% 14.15% 10.51%
$25,000 TO $35,000 8.44% 11.88% 11.61% 15.44% 10.99%
$35,000 TO $50,000 13.08% 20.35% 18.56% 17.41% 15.72%
$50,000 TO $75,000 22.42% 27.05% 24.52% 25.88% 21.95%
$75,000 TO $100,000 18.67% 12.17% 11.98% 8.24% 12.70%
$100,000 OR MORE 21.97% 10.31% 8.95% 4.75% 14.81%
MEDIAN HOUSEHOLD INCOME - 1997 EST $67,635 $50,867 $45,854 $43,149 $49,366
MEDIAN FAMILY INCOME - 1997 EST $73,613 $57,874 $54,427 $51,963 $59,023
PER CAPITA INCOME - 1997 EST $25,457 $22,451 $19,945 $20,780 $23,684
PUBLIC ASSISTANCE INCOME 3,723 5,856 7,325 6,522 2,794,316
WITH PUBLIC ASSISTANCE INCOME 3.06% 3.73% 3.77% 6.06% 5.68%
NO PUBLIC ASSISTANCE INCOME 96.94% 96.27% 96.23% 93.94% 94.32%
RETIREMENT INCOME 3,723 5,856 7,325 6,522 2,794,316
WITH RETIREMENT INCOME 19.13% 19.78% 19.63% 18.66% 17.42%
NO RETIREMENT INCOME 84.03% 84.10% 84.29% 87.78% 88.60%
HOUSEHOLDS BY NUMBER OF VEHICLES 3,699 5,809 7,242 6,531 2,794,711
NO VEHICLES 4.11% 7.22% 12.06% 12.27% 12.89%
1 VEHICLE 25.27% 34.39% 38.59% 42.86% 34.58%
2 VEHICLES 48.08% 42.96% 36.56% 32.61% 36.88%
3+ VEHICLES 22.54% 15.44% 12.79% 12.26% 15.65%
ESTIMATED TOTAL VEHICLES 7,305 10,322 11,490 9,436 4,517,638
</TABLE>
Source: Claritas
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 31
================================================================================
------------------------------------------
MARKET AREA DEPOSIT CHARACTERISTICS
------------------------------------------
The following tables summarize deposits for the Bank's markets. The markets were
defined as the minor civil division in which a branch was located.
FIGURE 25 - AVENEL BRANCH DEPOSITS
AVENEL: Market Share by Institution
<TABLE>
<CAPTION>
Total Mkt Share $ Growth % Growth Avg Branch Efficiency
Institution 1997 1997 1993-1997 1993-1997 1997 Count Ratio
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Total $278,830 100.00% $ 17,064 6.52% $ 55,766 5 100.0%
===================================================================================================
CORESTATES $ 15,260 5.47% $ (279) -1.80% $ 15,260 1 27.4%
PNC BANK NA $ 44,764 16.05% $ (1,347) -2.92% $ 44,764 1 80.3%
DIME SAVINGS BANK OF $143,919 51.62% $ 20,978 17.06% $143,919 1 258.1%
AXIA FSB $ 55,537 19.92% $ 7,965 16.74% $ 55,537 1 99.6%
FIRST UNION NB $ 19,350 6.94% $(10,253) -34.64% $ 19,350 1 34.7%
</TABLE>
Source: FDIC data, FinPro calculations.
FIGURE 26 - E. BRUNSWICK BRANCH DEPOSITS
E BRUNSWICK: Market Share by Institution
<TABLE>
<CAPTION>
Total Mkt Share $ Growth % Growth Avg Branch Efficiency
Institution 1997 1997 1993-1997 1993-1997 1997 Count Ratio
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Total $237,001 100.00% $ 1,091 0.46% $47,400 5 100.0%
===================================================================================================
SUMMIT $ 34,899 14.73% $ 20,928 149.80% $34,899 1 73.6%
CORESTATES $ 51,641 21.79% $(15,657) -23.27% $51,641 1 108.9%
SOUTHERN MIDDLESEX T $ 11,973 5.05% $ 4,875 68.68% $11,973 1 25.3%
AXIA FSB $ 57,860 24.41% $ 18,911 48.55% $57,860 1 122.1%
FLEET BK NA $ 80,628 34.02% $(27,966) -25.75% $80,628 1 170.1%
PULSE $ 0 0.00% $ 0 0.00% $ 0 0 0.0%
</TABLE>
Source: FDIC data, FinPro calculations.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 32
================================================================================
FIGURE 27 - LINDEN BRANCH DEPOSITS
LINDEN: Market Share by Institution
<TABLE>
<CAPTION>
Total Mkt Share $ Growth % Growth Avg Branch Efficiency
Institution 1997 1997 1993-1997 1993-1997 1997 Count Ratio
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Total $414,718 100.00% $(41,146) -9.03% $51,840 8 100.0%
===================================================================================================
SUMMIT $ 77,396 18.66% $ (9,528) -10.96% $77,396 1 149.3%
CORESTATES $ 63,627 15.34% $(36,196) -36.26% $63,627 1 122.7%
FIRST UNION NB $ 74,744 18.02% $(15,862) -17.51% $74,744 1 144.2%
EXXON 53 FCU $ 38,462 9.27% $ (4,690) -10.87% $38,462 1 74.2%
LINDEN ASSEMBLERS FC $ 38,627 9.31% $ 6,725 21.08% $38,627 1 74.5%
UNITED INVESTORS FCU $ 5,171 1.25% $ 303 6.22% $ 5,171 1 10.0%
AXIA FSB $ 38,829 9.36% $ 8,264 27.04% $38,829 1 74.9%
COLUMBIA SAVINGS $ 77,862 18.77% $ 9,838 14.46% $77,862 1 150.2%
FIRST COMMUNITY $ 0 0.00% $ 0 0.00% $ 0 0 0.0%
</TABLE>
Source: FDIC data, FinPro calculations.
FIGURE 28 - RAHWAY BRANCH DEPOSITS
RAHWAY: Market Share by Institution
<TABLE>
<CAPTION>
Total Mkt Share $ Growth % Growth Avg Branch Efficiency
Institution 1997 1997 1993-1997 1993-1997 1997 Count Ratio
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Total $909,497 100.00% $139,620 18.14% $129,928 7 100.0%
===================================================================================================
SUMMIT $ 98,450 10.82% $ 43,447 78.99% $ 98,450 1 75.8%
CORESTATES $ 25,392 2.79% $(12,090) -32.26% $ 25,392 1 19.5%
RAHWAY SVGS $321,986 35.40% $ 63,165 24.40% $321,986 1 247.8%
HUDSON UNITED BK $ 15,894 1.75% $ 15,894 0.00% $ 15,894 1 12.2%
MERCK EMPLOYEES FCU $405,522 44.59% $ 53,658 15.25% $405,522 1 312.1%
LOCAL 8 149 OCAW FCU $ 582 0.06% $ 61 11.71% $ 582 1 0.4%
CROSSLAND SAVINGS $ 0 0.00% $(27,776) -100.00% $ 0 0 0.0%
AXIA FSB $ 41,671 4.58% $ 3,261 8.49% $ 41,671 1 32.1%
</TABLE>
Source: FDIC data, FinPro calculations.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 33
================================================================================
3. Comparisons With Publicly Traded Thrifts
------------------
INTRODUCTION
------------------
This chapter presents an analysis of the Bank's operations against a Comparable
Group of publicly traded savings institutions. The Comparable Group ("Comparable
Group") was selected from a universe of 394 public thrifts as of March 3, 1998.
The Comparable Group was selected based upon similarity of characteristics to
the Bank. The Comparable Group multiples provide the basis for the fair market
valuation of the Bank. Factors that influence the Bank's value such as balance
sheet structure and size, profitability, income and expense trends, capital
levels, credit risk, interest rate risk and recent operating results can be
measured against the Comparable Group. The Comparable Group current market
pricing, coupled with the appropriate adjustments for differences between the
Bank and the Comparable Group, will then be utilized as the basis for the
pro-forma valuation of the Bank to-be-issued common stock.
-----------------------
SELECTION SCREENS
-----------------------
The selection screens utilized to identify possible Comparables from the list of
394 public thrifts at March 3, 1998 included:
1. The IPO date had to be on or before January 1, 1997, eliminating any new
conversions.
2. The conversion type had to be a full standard conversion.
3. The total asset size had to be less than or equal to $500 million, but
greater than or equal to $200 million.
4. The loan to asset ratio had to be greater than or equal to 50.00%
5. The institution had to be located in the Mid-Atlantic Region.
6. The price to book trading multiple had to be less than or equal to 200% to
eliminate those institutions with speculation included in their price.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 34
================================================================================
This resulted in 10 institutions.
<TABLE>
<CAPTION>
Deposit
Number Insurance
of Agency Conversion
Ticker Short Name Exchange City State Offices IPO Date (BIF/SAIF) Type
- -------------------------------------- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CNY Carver Bancorp Inc. AMSE New York NY 7 10/25/94 SAIF Regular
ESBK Elmira Savings Bank (The) NASDAQ Elmira NY 6 03/01/85 BIF Regular
FIBC Financial Bancorp Inc. NASDAQ Long Island City NY 5 08/17/94 SAIF Regular
FKFS First Keystone Financial NASDAQ Media PA 6 01/26/95 SAIF Regular
HRBF Harbor Federal Bancorp Inc. NASDAQ Baltimore MD 9 08/12/94 SAIF Regular
IFSB Independence Federal Svgs Bank NASDAQ Washington DC 2 06/06/85 SAIF Regular
PBCI Pamrapo Bancorp Inc. NASDAQ Bayonne NJ 9 11/14/89 SAIF Regular
PHFC Pittsburgh Home Financial Corp NASDAQ Pittsburgh PA 8 04/01/96 SAIF Regular
SKAN Skaneateles Bancorp Inc. NASDAQ Skaneateles NY 9 06/02/86 BIF Regular
WYNE Wayne Bancorp Inc. NASDAQ Wayne NJ 5 06/27/96 SAIF Regular
</TABLE>
------------------------
SELECTION CRITERIA
------------------------
Excluded from the Comparable Group were institutions that were pending mergers
or acquisitions along with companies whose prices appear to be distorted by
speculative factors or unusual operating conditions. Also, institutions that
completed their conversions within the last year were also excluded as the
earnings of newly converted institutions do not reflect a full years benefit
from the reinvestment of proceeds, and thus the price/earnings multiples and
return on equity measures for these institutions tend to be skewed upward and
downward respectively.
In an ideal world, all of the Comparable Group would contain the exact
characteristics of the Bank. The goal of the selection criteria process is to
find those institutions that most closely match those of the Bank. None of the
Comparables selected will be exact clones of the Bank.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 35
================================================================================
The members of the Comparable Group were selected based upon the following
criteria:
1. Asset size
2. Profitability
3. Capital level
4. Asset mix
5. Operating strategy
6. Date of conversion
1. Asset size The Comparable Group should have a similar asset size to the
Bank. Large institutions are not appropriate for the peer group due to a more
extensive branch network, greater financial strength, more access to diverse
markets and more capacity in terms of infrastructure. The Comparable Group
ranged in size from $228.3 million to $415.8 million in total assets with an
average of $301.6 million. The Bank's asset size was $217.4 million as of
December 31, 1997 and will be $229.0 million on a proforma basis at the midpoint
of the valuation range.
2. Profitability The Comparable Group should have similar financial conditions
and recent earnings that are comparable to the Bank. They should show a
comparable return on equity and return on assets measures. As such, the
Comparable Group have ROAAs averaging 0.71% and ROAEs averaging 7.43% for the
most recent quarter available. The Comparable Group profitability measures had a
dispersion about the mean for the ROAA measure ranging from a low of (0.11%) to
a high of 1.37%, while the ROAE measure ranged from a low of (1.33%) to a high
of 11.60%. The Bank had an ROAA of 0.73% and ROAE of 9.95% for the year ending
December 31, 1997.
3. Capital level The Comparable Group should have a capital level similar to
the Bank's. Capital is important in that it is a determinant of asset size and
regulatory rating. Institutions with capital in a similar range as the Bank were
selected. The average equity to assets ratio for the Comparable Group was 9.06%
with a high of 12.88% and a low of 6.35%. At December 31, 1997, the Bank had an
equity to assets ratio of 7.61%. On a proforma basis, at the midpoint the Bank
would have an equity to assets ratio of 12.28%.
4. Asset Mix The asset mix is very important in the selection criteria for
Comparables. At December 31, 1997, the Bank had a total net loan to asset ratio
of 70.00%, but this ratio will be lower after the offering. The average loan to
asset ratio for the Comparables was 63.56%, ranging from a low of 51.95% to a
high of 83.96%.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 36
================================================================================
5. Operating strategy An institution's operating characteristics are important
because they determine future performance. They also affect expected rates of
return and investor's general perception of the quality, risk and attractiveness
of a given company. Specific operating characteristics include profitability,
balance sheet growth, asset quality, capitalization, and non-financial factors
such as management strategies and lines of business.
6. Date of conversion Recent conversions, those completed after January 1,
1997, were excluded since the earnings of a newly converted institution do not
reflect a full year's benefits of reinvestment of conversion proceeds.
Additionally, new issues tend to trade at a discount to the market averages.
-------------------------------
COMPARABLE GROUP PROFILES
-------------------------------
o Carver Bancorp Inc. CNY is a SAIF insured thrift that operates 7
branches in New York City. CNY is listed on the American Stock
Exchange. Carver is the largest thrift in the Comparable Group with
$415.8 million in assets. CNY posted a net loss in the most recent
quarter, which translated into a ROAA of (0.11%) and an ROAE of
(1.33%). Carver did not pay any dividends for the most recent quarter.
Carver was select based on asset size, geographic proximity,
dependence on net interest income, moderate level of NPLs, and
moderate efficiency ratio.
o Elmira Saving Bank ESBK is a BIF insured institution that operates 6
branches in Elmira, New York. Elmira is the smallest thrift in the
Comparable group with $228.3 million in assets. ESBK had the lowest
level of borrowings 1.97%, the lowest equity to asset ratio 6.35% and
the lowest NPL/loan ratio 0.64%. ESBK was selected to the Group based
on asset size, geographic proximity, asset quality, low level of
borrowings, low level of noninterest income, modest efficiency ratio,
number of branches, loan levels and dependence on net interest income.
o Financial Bancorp Inc. FIBC is a SAIF insured institution with $308.2
million in assets. Financial Bancorp had 5 branches and is located in
Long Island, New York. FIBC had the lowest loan to asset ratio,
51.95%, the second lowest ROAA, 0.93% and the lowest efficiency ratio,
51.62%. FIBC was selected to the Group based on asset size, geographic
proximity, comparable profitability, moderate interest rate margin,
moderate efficiency ratio, loan to asset ratio, capital level, and
dependence on net interest income.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 37
================================================================================
o First Keystone Financial FKFS is a SAIF insured institution that
operates 5 branches and is located in Media, Pennsylvania. First
Keystone had $378.5 million in assets. FKFS had the second lowest
equity to assets ratio, 6.62%, the highest ROAE 11.60% and the second
lowest dividend payout ratio 8.40%. It was selected as a comparable
based on its asset size, geographic proximity, dependence on net
interest income, low level of non-interest income, moderate efficiency
ratio, number of branches, asset quality and solid loan to asset
ratio.
o Harbor Federal Bancorp, Inc. HRBF has 9 branches and is a SAIF insured
institution located in Baltimore, Maryland. HRBF had the second
highest equity to asset ratio in the Comparable Group, 12.49%, has the
lowest level of non-performing assets as a percentage of assets, 0.53%
and the second lowest ROAE, 5.77%. Harbor had the second lowest level
of net interest income, 2.94%, and the lowest level of noninterest
income 0.13%. HRBF was included in the Comparable Group based on its
asset size, low level of noninterest income, loan to asset ratio,
solid efficiency ratio and loans to assets ratio.
o Independence Federal Saving Bank IFSB is a SAIF insured institution
with 2 branches located in Washington DC. Independence had $251.6
million in assets. IFSB had the lowest margin, 2.62%, due to the
second lowest asset yield, 7.22%, combined with the highest interest
expense, 4.73%. IFSB is the only Comparable to experience deposit
runoff, (2.45%). IFSB was included with the Comparable Group based on
its size, loan to asset ratio, deposit to assets ratio and asset
quality.
o Pamrapo Bancorp Inc. PBCI is a SAIF insured institution that operates
9 offices and is located in Bayonne, New Jersey. Pamrapo has $376.7
billion in assets and is listed on NASDAQ. Pamrapo had the highest net
interest margin, 4.72%, due to both the second high yield on assets,
7.69%, and the lowest interest expense, 3.21%. PBCI was included in
the Comparable Group based on its asset size, geographic proximity,
level of loans, modest level of noninterest income and modest level of
borrowings.
o Pittsburgh Home Financial Corp. PHFC is a SAIF insured Pennsylvania
institution that operates 8 branches. Pittsburgh Home had total assets
of $299.7 million. Pittsburgh Home had the lowest deposit to asset
ratio, 47.93%, and the highest borrowing to asset ratio, 42.53% and
the second lowest net interest margin, 2.97%, due to the highest level
of interest expense, 4.66%. PHFC had the lowest noninterest expense
ratio 1.82%. PHFC was included in the Comparable Group based on its
asset size, asset composition, dependence on net interest income, low
level of non-interest income, and level of capital.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 38
================================================================================
o Skaneateles Bancorp Inc. SKAN is a BIF insured institution that
operates 9 branches and is based in Skaneateles, New York. Skaneateles
had $256.1 in assets. SKAN had the highest loan to asset ratio,
83.96%, and the second lowest level of borrowings, 7.05%, in the
Comparable Group. It was included in the Comparable Group based on its
asset size, geographic proximity, capital levels, moderate
profitability and loan to asset ratio.
o Wayne Bancorp Inc. Wayne is a SAIF insured institution that operates 5
branches and is based in Wayne, New Jersey. Wayne had $267.3 in assets
and has been public the shortest period of time. Wayne had the second
highest reserves to non-performing loans ratio, 88.41%, the highest
deposit growth rate, 9.84%, and the second lowest dividend yield
0.78%. It was included in the Comparable Group based on its asset
size, capital levels, geographic proximity, loan to asset ratio,
moderate profitability, number of branches, and modest noninterest
income.
All data presented in figures 29 through 40 is from SNL Securities utilizing the
most recent quarter for balance sheet and income statement related items. All
data for the Bank is from the prospectus or the audited financials. The market
pricing data for the Comparables is as of March 3, 1997.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 39
================================================================================
FIGURE 29 - KEY FINANCIAL INDICATORS
The Bank and the Comparable Group
- --------------------------------------------------------------------------------
Comparable Group
Quarter Average
The Bank at (Most Recent
December 31, 1997 Quarter)
- --------------------------------------------------------------------------------
Balance Sheet Data
- --------------------------------------------------------------------------------
Gross Loans to Deposits 77.09% 89.21%
- --------------------------------------------------------------------------------
Total Net Loans to Assets 70.00% 63.56%
- --------------------------------------------------------------------------------
Deposits to Assets 91.23% 72.80%
- --------------------------------------------------------------------------------
Borrowed Funds to Assets 0.00% 16.50%
- --------------------------------------------------------------------------------
Balance Sheet Growth
- --------------------------------------------------------------------------------
Asset Growth Rate 7.87% 12.23%
- --------------------------------------------------------------------------------
Loan Growth Rate 16.46% 23.02%
- --------------------------------------------------------------------------------
Deposit Growth Rate 7.39% 4.10%
- --------------------------------------------------------------------------------
Capital
- --------------------------------------------------------------------------------
Equity to Assets 7.61% 9.06%
- --------------------------------------------------------------------------------
Tangible Equity to Assets 7.43% 8.90%
- --------------------------------------------------------------------------------
Intangible Assets to Equity 0.00% 2.23%
- --------------------------------------------------------------------------------
Regulatory Core Capital to Assets 7.43% 9.08%
- --------------------------------------------------------------------------------
Equity + Reserves to Assets 7.94% 9.62%
- --------------------------------------------------------------------------------
Total Capital to Risk Adjusted Assets 17.69% 18.17%
- --------------------------------------------------------------------------------
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 40
================================================================================
FIGURE 29 - KEY FINANCIAL INDICATORS (Continued)
- --------------------------------------------------------------------------------
The Bank Comparable
- --------------------------------------------------------------------------------
Asset Quality
- --------------------------------------------------------------------------------
Non-Performing Loans to Loans 0.61% 1.49%
- --------------------------------------------------------------------------------
Reserves to Non-Performing Loans 77.41% 69.38%
- --------------------------------------------------------------------------------
Non-Performing Assets to Assets 0.49% 1.27%
- --------------------------------------------------------------------------------
Non-Performing Assets to Equity 6.38% 14.79%
- --------------------------------------------------------------------------------
Reserves to Loans 0.48% 0.88%
- --------------------------------------------------------------------------------
Reserves to Non-Performing Assets + 90 Days Del. 68.53% 49.57%
- --------------------------------------------------------------------------------
Profitability
- --------------------------------------------------------------------------------
Return on Average Assets 0.73% 0.71%
- --------------------------------------------------------------------------------
Return on Average Equity 9.95% 7.43%
- --------------------------------------------------------------------------------
Income Statement
- --------------------------------------------------------------------------------
Net Interest Margin 2.92% 3.51%
- --------------------------------------------------------------------------------
Interest Income to Average Assets 7.13% 7.37%
- --------------------------------------------------------------------------------
Interest Expense to Average Assets 4.25% 4.01%
- --------------------------------------------------------------------------------
Net Interest Income to Average Assets 2.87% 3.36%
- --------------------------------------------------------------------------------
Noninterest Income to Average Assets 0.25% 0.43%
- --------------------------------------------------------------------------------
Noninterest Expense to Average Assets 1.88% 2.52%
- --------------------------------------------------------------------------------
Efficiency Ratio 60.22% 65.48%
- --------------------------------------------------------------------------------
Overhead Ratio 56.74% 61.72%
- --------------------------------------------------------------------------------
Source: The Bank Offering Prospectus, FinPro calculations and SNL Securities
Note: All of the Bank data is for the twelve months ended December 31, 1997.
Note: All of the Comparable data is as of the most recent quarter.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 41
================================================================================
--------------------
CORPORATE DATA
--------------------
FIGURE 30 - COMPARABLE CORPORATE DATA
<TABLE>
<CAPTION>
Deposit
Number Insurance
of Agency Conversion
Ticker Short Name Exchange City State Offices IPO Date (BIF/SAIF) Type
- -------------------------------------- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CNY Carver Bancorp Inc. AMSE New York NY 7 10/25/94 SAIF Regular
ESBK Elmira Savings Bank (The) NASDAQ Elmira NY 6 03/01/85 BIF Regular
FIBC Financial Bancorp Inc. NASDAQ Long Island City NY 5 08/17/94 SAIF Regular
FKFS First Keystone Financial NASDAQ Media PA 6 01/26/95 SAIF Regular
HRBF Harbor Federal Bancorp Inc. NASDAQ Baltimore MD 9 08/12/94 SAIF Regular
IFSB Independence Federal Svgs Bank NASDAQ Washington DC 2 06/06/85 SAIF Regular
PBCI Pamrapo Bancorp Inc. NASDAQ Bayonne NJ 9 11/14/89 SAIF Regular
PHFC Pittsburgh Home Financial Corp NASDAQ Pittsburgh PA 8 04/01/96 SAIF Regular
SKAN Skaneateles Bancorp Inc. NASDAQ Skaneateles NY 9 06/02/86 BIF Regular
WYNE Wayne Bancorp Inc. NASDAQ Wayne NJ 5 06/27/96 SAIF Regular
</TABLE>
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 42
================================================================================
------------------------
KEY FINANCIAL DATA
------------------------
Selected balance sheet ratios for the Comparable Group are shown in the
following table:
FIGURE 31 - COMPARABLE KEY FINANCIAL DATA
<TABLE>
<CAPTION>
Key Financial Data as of The Most Recent Quarter
-------------------------------------------------
Total Loans/ Loans/ Deposits/ Borrowings/
Assets Deposits Assets Assets Assets
Ticker Short Name ($000) (%) (%) (%) (%)
- -------------------------------------- -------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CNY Carver Bancorp Inc. 415,767 92.08 59.60 64.73 26.37
ESBK Elmira Savings Bank (The) 228,268 84.47 76.74 90.85 1.97
FIBC Financial Bancorp Inc. 308,248 72.91 51.95 71.25 18.42
FKFS First Keystone Financial 378,527 85.84 52.24 60.86 26.62
HRBF Harbor Federal Bancorp Inc. 233,572 84.08 63.59 75.64 10.74
IFSB Independence Federal Svgs Bank 251,561 75.18 60.02 79.84 12.00
PBCI Pamrapo Bancorp Inc. 376,714 69.48 56.71 81.62 3.68
PHFC Pittsburgh Home Financial Corp 299,669 135.12 63.99 47.36 42.53
SKAN Skaneateles Bancorp Inc. 256,101 99.34 83.96 84.52 7.05
WYNE Wayne Bancorp Inc. 267,285 93.56 66.75 71.34 15.61
-------------------------------------------------
Average 301,571 89.21 63.56 72.80 16.50
Median 283,477 85.16 61.81 73.49 13.81
Maximum 415,767 135.12 83.96 90.85 42.53
Minimum 228,268 69.48 51.95 47.36 1.97
</TABLE>
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 43
================================================================================
------------------
CAPITAL DATA
------------------
FIGURE 32 - COMPARABLE CAPITAL DATA
<TABLE>
<CAPTION>
Capital as of The Most Recent Quarter
----------------------------------------------------------------------
Tangible Intangible Regulatory Equity + Total Capital/
Equity Equity Assets/ Core Cap/ Reserves/ Risk Adjusted
Assets Tang Assets Equity Assets Assets Assets
Ticker Short Name (%) (%) (%) (%) (%) (%)
- -------------------------------------- ----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CNY Carver Bancorp Inc. 8.48 8.19 3.78 7.63 9.17 18.01
ESBK Elmira Savings Bank (The) 6.35 6.20 2.62 6.19 7.01 10.23
FIBC Financial Bancorp Inc. 8.93 8.90 0.44 6.58 9.43 17.93
FKFS First Keystone Financial 6.62 6.62 0.00 8.42 7.07 20.51
HRBF Harbor Federal Bancorp Inc. 12.49 12.49 0.00 9.41 12.68 21.79
IFSB Independence Federal Svgs Bank 7.25 6.50 10.99 6.43 7.46 16.01
PBCI Pamrapo Bancorp Inc. 12.88 12.81 0.62 11.67 13.54 25.15
PHFC Pittsburgh Home Financial Corp 8.23 8.14 1.19 17.52 8.71 17.52
SKAN Skaneateles Bancorp Inc. 6.90 6.73 2.70 6.72 7.90 11.31
WYNE Wayne Bancorp Inc. 12.43 12.43 0.00 10.18 13.22 23.21
----------------------------------------------------------------------
Average 9.06 8.90 2.23 9.08 9.62 18.17
Median 8.36 8.17 0.91 8.03 8.94 17.97
Maximum 12.88 12.81 10.99 17.52 13.54 25.15
Minimum 6.35 6.20 0.00 6.19 7.01 10.23
</TABLE>
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 44
================================================================================
------------------------
ASSET QUALITY DATA
------------------------
FIGURE 33 - COMPARABLE ASSET QUALITY DATA
<TABLE>
<CAPTION>
Asset Quality as of The Most Recent Quarter
------------------------------------------------------
NPLs/ Reserves/ NPAs/ NPAs/ Reserves/ Reserves/
Loans NPLs Assets Equity Loans NPAs + 90
Ticker Short Name (%) (%) (%) (%) (%) (%)
- -------------------------------------- ------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CNY Carver Bancorp Inc. 1.73 66.93 1.05 12.36 1.15 41.11
ESBK Elmira Savings Bank (The) 0.64 133.30 0.63 9.89 0.86 103.23
FIBC Financial Bancorp Inc. 1.15 83.07 1.89 21.11 0.95 25.52
FKFS First Keystone Financial 1.29 66.39 1.15 17.38 0.86 38.88
HRBF Harbor Federal Bancorp Inc. 0.83 37.43 0.53 4.21 0.31 37.43
IFSB Independence Federal Svgs Bank NA NA NA NA 0.36 NA
PBCI Pamrapo Bancorp Inc. 2.36 49.10 1.70 13.18 1.16 29.81
PHFC Pittsburgh Home Financial Corp 2.23 33.93 1.68 20.40 0.76 28.88
SKAN Skaneateles Bancorp Inc. 1.81 65.84 1.89 27.38 1.19 52.90
WYNE Wayne Bancorp Inc. 1.34 88.41 0.89 7.20 1.18 88.41
------------------------------------------------------
Average 1.49 69.38 1.27 14.79 0.88 49.57
Median 1.34 66.39 1.15 13.18 0.91 38.88
Maximum 2.36 133.30 1.89 27.38 1.19 103.23
Minimum 0.64 33.93 0.53 4.21 0.31 25.52
</TABLE>
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 45
================================================================================
------------------------
PROFITABILITY DATA
------------------------
FIGURE 34 - COMPARABLE PROFITABILITY DATA
<TABLE>
<CAPTION>
Profitability as of The
Most Recent Quarter
-----------------------
Return on Return on
Avg Assets Avg Equity
Ticker Short Name (%) (%)
- -------------------------------------- -----------------------
<S> <C> <C> <C>
CNY Carver Bancorp Inc. (0.11) (1.33)
ESBK Elmira Savings Bank (The) 0.42 6.67
FIBC Financial Bancorp Inc. 0.93 9.85
FKFS First Keystone Financial 0.81 11.60
HRBF Harbor Federal Bancorp Inc. 0.75 5.77
IFSB Independence Federal Svgs Bank 0.54 8.03
PBCI Pamrapo Bancorp Inc. 1.37 10.34
PHFC Pittsburgh Home Financial Corp 0.82 7.53
SKAN Skaneateles Bancorp Inc. 0.68 9.78
WYNE Wayne Bancorp Inc. 0.86 6.01
-----------------------
Average 0.71 7.43
Median 0.78 7.78
Maximum 1.37 11.60
Minimum (0.11) (1.33)
</TABLE>
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 46
================================================================================
---------------------------
INCOME STATEMENT DATA
---------------------------
FIGURE 35 - COMPARABLE INCOME STATEMENT DATA
<TABLE>
<CAPTION>
Income Statement as of The Most Recent Quarter
---------------------------------------------------------------------------------------------
Net Interest Interest Net Interest Noninterest Noninterest
Interest Income/ Expense/ Income/ Income/ Expense/ Efficiency Overhead
Margin Avg Assets Avg Assets Avg Assets Avg Assets Avg Assets Ratio Ratio
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- ------------------------------------- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CNY Carver Bancorp Inc. 3.13 6.48 3.52 2.96 0.33 2.45 72.86 69.86
ESBK Elmira Savings Bank (The) 3.74 7.60 4.04 3.56 0.76 3.49 79.74 75.39
FIBC Financial Bancorp Inc. 3.80 7.32 3.71 3.61 0.23 1.96 51.62 48.49
FKFS First Keystone Financial 3.34 7.30 4.08 3.22 0.30 2.24 63.66 60.22
HRBF Harbor Federal Bancorp Inc. 3.00 7.38 4.44 2.94 0.13 1.87 60.75 58.96
IFSB Independence Federal Svgs Bank 2.62 7.22 4.73 2.49 1.05 3.05 82.36 74.88
PBCI Pamrapo Bancorp Inc. 4.72 7.69 3.21 4.48 0.36 2.65 53.02 49.28
PHFC Pittsburgh Home Financial Corp 2.97 7.53 4.66 2.86 0.20 1.82 58.81 55.92
SKAN Skaneateles Bancorp Inc. 4.13 7.73 3.84 3.88 0.72 3.38 72.00 66.80
WYNE Wayne Bancorp Inc. 3.64 7.40 3.83 3.57 0.23 2.25 59.97 57.42
---------------------------------------------------------------------------------------------
Average 3.51 7.37 4.01 3.36 0.43 2.52 65.48 61.72
Median 3.49 7.39 3.94 3.39 0.32 2.35 62.21 59.59
Maximum 4.72 7.73 4.73 4.48 1.05 3.49 82.36 75.39
Minimum 2.62 6.48 3.21 2.49 0.13 1.82 51.62 48.49
</TABLE>
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 47
================================================================================
-----------------
GROWTH DATA
-----------------
FIGURE 36 - COMPARABLE GROWTH DATA
<TABLE>
<CAPTION>
Balance Sheet Growth as of
The Most Recent Quarter
---------------------------
Asset Loan Deposit
Growth Growth Growth
Rate Rate Rate
Ticker Short Name (%) (%) (%)
- -------------------------------------- ---------------------------
<S> <C> <C> <C> <C>
CNY Carver Bancorp Inc. 11.72 136.40 2.18
ESBK Elmira Savings Bank (The) 3.43 4.49 1.46
FIBC Financial Bancorp Inc. 18.97 8.82 7.93
FKFS First Keystone Financial 21.83 10.31 3.68
HRBF Harbor Federal Bancorp Inc. 6.76 4.32 5.35
IFSB Independence Federal Svgs Bank 1.48 2.01 (2.45)
PBCI Pamrapo Bancorp Inc. 3.80 1.63 2.22
PHFC Pittsburgh Home Financial Corp 37.03 28.29 4.35
SKAN Skaneateles Bancorp Inc. 5.75 3.90 6.48
WYNE Wayne Bancorp Inc. 11.55 30.05 9.84
---------------------------
Average 12.23 23.02 4.10
Median 9.16 6.66 4.02
Maximum 37.03 136.40 9.84
Minimum 1.48 1.63 (2.45)
</TABLE>
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 48
================================================================================
--------------------------------
MARKET CAPITALIZATION DATA
--------------------------------
FIGURE 37 - COMPARABLE MARKET CAPITALIZATION DATA
<TABLE>
<CAPTION>
Market Data as of The Most Recent Quarter
------------------------------------------------------------
MRQ MRQ MRQ MRQ MRQ Pubicly MRQ Tangible
Market Price Price Price Reported Publicly Rep
Value Per Share High Low Book Value Book Value
Ticker Short Name ($) ($) (%) ($) ($) ($)
- -------------------------------------- ------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CNY Carver Bancorp Inc. 34.14 16.250 17.125 8.375 15.23 14.65
ESBK Elmira Savings Bank (The) 21.60 28.333 28.333 14.048 20.07 19.54
FIBC Financial Bancorp Inc. 44.45 24.125 25.750 14.875 16.10 16.03
FKFS First Keystone Financial 41.62 17.875 18.688 9.500 10.38 10.38
HRBF Harbor Federal Bancorp Inc. 41.49 25.250 25.250 15.375 17.22 17.22
IFSB Independence Federal Svgs Bank 20.82 14.125 14.750 7.000 14.23 12.67
PBCI Pamrapo Bancorp Inc. 75.69 27.250 27.250 18.500 17.07 16.96
PHFC Pittsburgh Home Financial Corp 35.45 18.000 20.813 13.000 12.52 12.37
SKAN Skaneateles Bancorp Inc. 27.48 22.125 22.125 10.667 12.30 11.97
WYNE Wayne Bancorp Inc. 51.86 24.500 24.875 13.688 16.49 16.49
------------------------------------------------------------
Average 39.46 21.78 22.50 12.50 15.16 14.83
Median 38.47 23.13 23.50 13.34 15.67 15.34
Maximum 75.69 28.33 28.33 18.50 20.07 19.54
Minimum 20.82 14.13 14.75 7.00 10.38 10.38
</TABLE>
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 49
================================================================================
-------------------
DIVIDEND DATA
-------------------
FIGURE 38 - COMPARABLE DIVIDEND DATA
<TABLE>
<CAPTION>
Dividends
-----------------------
Current LTM Dividend
Dividend Payout
Yield Ratio
Ticker Short Name ($) (%)
- -------------------------------------- -----------------------
<S> <C> <C> <C>
CNY Carver Bancorp Inc. 0.000 NM
ESBK Elmira Savings Bank (The) 2.197 46.89
FIBC Financial Bancorp Inc. 1.923 25.48
FKFS First Keystone Financial 1.159 8.40
HRBF Harbor Federal Bancorp Inc. 1.959 44.44
IFSB Independence Federal Svgs Bank 6.154 20.18
PBCI Pamrapo Bancorp Inc. 4.207 57.47
PHFC Pittsburgh Home Financial Corp 1.333 240.35
SKAN Skaneateles Bancorp Inc. 1.464 23.61
WYNE Wayne Bancorp Inc. 0.777 13.89
-----------------------
Average 2.12 53.41
Median 1.69 25.48
Maximum 6.15 240.35
Minimum 0.00 8.40
</TABLE>
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 50
================================================================================
------------------
PRICING DATA
------------------
FIGURE 39 - COMPARABLE PRICING DATA
<TABLE>
<CAPTION>
Current Pricing Data as of 03/03/98
---------------------------------------------------------------
Price/ Price/ Price/Tang
LTM Price/ Price/ Price/ Publicly Rep Publicly Rep
Core EPS Assets Earnings LTM EPS Book Value Book Value
Ticker Short Name (x) (%) (x) (x) (%) (%)
- -------------------------------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CNY Carver Bancorp Inc. NM 8.21 26.34 NM 96.85 100.68
ESBK Elmira Savings Bank (The) 22.40 9.46 15.83 22.40 145.12 149.05
FIBC Financial Bancorp Inc. 16.56 14.42 15.48 16.56 161.49 162.20
FKFS First Keystone Financial 14.50 11.00 14.87 14.50 166.18 166.18
HRBF Harbor Federal Bancorp Inc. 24.75 17.76 24.50 24.75 142.28 142.28
IFSB Independence Federal Svgs Bank 14.91 8.28 25.39 14.91 114.20 128.26
PBCI Pamrapo Bancorp Inc. 15.30 20.09 15.13 15.30 155.98 156.99
PHFC Pittsburgh Home Financial Corp 15.79 11.83 14.52 15.79 143.77 145.51
SKAN Skaneateles Bancorp Inc. 16.92 10.73 18.39 16.92 155.49 159.77
WYNE Wayne Bancorp Inc. 23.84 19.40 25.75 23.84 156.16 156.16
---------------------------------------------------------------
Average 18.33 13.12 19.62 18.33 143.75 146.71
Median 16.56 11.42 17.11 16.56 150.31 152.61
Maximum 24.75 20.09 26.34 24.75 166.18 166.18
Minimum 14.50 8.21 14.52 14.50 96.85 100.68
</TABLE>
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 51
================================================================================
-------------------
EARNINGS DATA
-------------------
FIGURE 40 - COMPARABLE EARNINGS DATA
<TABLE>
<CAPTION>
Income
---------------------------------------------------------------------------------
Net Income Core Income Core EPS EPS Net Income Core Income Core EPS EPS
Ticker Short Name LTM LTM LTM LTM MRQ MRQ MRQ MRQ
- -------------------------------------- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CNY Carver Bancorp Inc. (460) 867 0.34 (0.21) 301 179 0.08 0.14
ESBK Elmira Savings Bank (The) 946 5,832 1.05 1.30 331 174 0.24 0.46
FIBC Financial Bancorp Inc. 2,611 7,664 1.68 1.57 700 700 0.42 0.42
FKFS First Keystone Financial 2,694 2,783 1.06 1.19 672 589 0.25 0.29
HRBF Harbor Federal Bancorp Inc. 1,627 1,594 0.95 0.99 414 352 0.21 0.25
IFSB Independence Federal Svgs Bank 1,393 8,865 0.46 1.09 211 91 0.07 0.16
PBCI Pamrapo Bancorp Inc. 5,071 48,253 1.66 1.74 1,233 1,072 0.38 0.44
PHFC Pittsburgh Home Financial Corp 2,111 4,283 0.99 1.14 571 487 0.26 0.31
SKAN Skaneateles Bancorp Inc. 1,662 2,258 1.09 1.13 383 378 0.26 0.26
WYNE Wayne Bancorp Inc. 2,147 1,712 1.08 1.08 483 483 0.25 0.25
---------------------------------------------------------------------------------
Average 1,980 8,411 1.04 1.10 530 451 0.24 0.30
Median 1,887 3,533 1.06 1.14 449 431 0.25 0.28
Maximum 5,071 48,253 1.68 1.74 1,233 1,072 0.42 0.46
Minimum (460) 867 0.34 (0.21) 211 91 0.07 0.14
</TABLE>
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 52
================================================================================
4. Market Value Determination
------------------
INTRODUCTION
------------------
The estimated pro-forma market value of the Bank, along with certain adjustments
to its value relative to market values for the Comparable Group are delineated
in this section. The adjustments delineated in this section are made from
potential investors' viewpoints. A potential investor includes depositors
holding subscription rights and unrelated parties who may purchase stock in the
community offering and who are assumed to be aware of all relevant and necessary
facts as they pertain to the value of the Bank relative to other publicly traded
thrift institutions and relative to alternative investment opportunities.
There are numerous criteria on which the market value adjustments are based, but
the major ones utilized for purposes of this report include:
o Balance Sheet
o Asset Quality
o Earnings Quality, Predictability and Growth
o Market Area
o Management
o Dividends
o Liquidity of the Issue
o Subscription Interest
o Recent Regulatory Matters
o Market for Seasoned Thrift Stocks
o Market for MHC Stocks
o Acquisition Market
After identifying the adjustments that should be made to market value, the
pro-forma market value for the Bank is computed and adjusted. The estimated
pro-forma market value for the Bank is then compared with the market valuation
ratios of the Comparable Group, MHC public thrifts and the aggregate ratios for
all public thrifts.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 53
================================================================================
-------------------
BALANCE SHEET
-------------------
The balance sheet strength of an institution is an important market value
determinant, as the investment community considers such factors as bank
liquidity, capitalization, asset composition, funding mix, intangible levels and
interest rate risk in assessing the attractiveness of investing in the common
stock of a thrift. Following is a synopsis of the key financial elements of the
Bank measured against the Comparable Group. The numbers utilized for the Bank in
this comparison were on a pro-forma basis.
Liquidity - The liquidity of the Bank and the Comparable Group appear
similar and were sufficient to meet all regulatory guidelines.
Capitalization - The Comparable Group's average equity to assets ratio of
9.06% is above the Bank's ratio of 7.61%, but will be below the Bank's pro
forma equity to assets ratio of 12.28% at the midpoint of the valuation
range.
Asset Composition - The Bank's net loan to asset ratio of 70.00% is above
the average for the Comparable Group of 63.56%. However, the Bank's loan to
asset ratio after the conversion will be closer to the Comparable Group.
Funding Mix - The Bank is funded through deposits and retained earnings.
The Comparable Group had 16.50% of its funding base from borrowings while
the Bank had no borrowings. The Bank's lack of borrowings leaves room for
an additional funding source in the future.
Intangible Levels - One of the most important factors influencing market
values is the level of intangibles that an institution carries on its
books. The Comparable Group has a limited level of intangibles averaging
2.23% of equity. Thrifts trade more on tangible book than on book. The Bank
had no intangible assets at December 31, 1997.
Interest Rate Risk - The Bank has a moderate level of interest rate risk,
evidenced by a net portfolio value above tangible equity at rate shocks up
to and including +100 basis points.
Based on these factors, the Bank's market value should not be adjusted in
comparison to the Comparable Group for these measures.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 54
================================================================================
-------------------
ASSET QUALITY
-------------------
The asset quality of an institution is an important determinant of market value.
The investment community considers levels of nonperforming loans, REO and levels
of ALLL in assessing the attractiveness of investing in the common stock of an
institution.
FIGURE 41 - ASSET QUALITY TABLE
- --------------------------------------------------------------------------------
As of December 31, 1997
- --------------------------------------------------------------------------------
Dollars in Thousands
Nonperforming Loans $934
REO $121
ALLL $723
ALLL to Loans 0.48%
ALLL to Nonperforming Loans 79.57%
- --------------------------------------------------------------------------------
The Bank has a lower level of non-performing loans to total loans at 0.61% when
compared to the Comparable Group at 1.49%, as well as a lower level of
non-performing assets to assets of 0.49% as compared to the Comparable Group at
1.27%. The ALLL to loans ratio is 0.48%, which is below the Comparable Group's
0.88%. The Bank's reserves to non-performing loans ratio, 77.41%, is slightly
above the Comparable Group's, 69.38%. The Bank's low level of reserves is offset
by its high asset quality, as such no adjustment is warranted for this factor.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 55
================================================================================
-------------------------------
EARNINGS QUALITY,
PREDICTABILITY AND GROWTH
-------------------------------
The earnings quality, predictability and growth are critical components in the
establishment of market values for thrifts. Thrift earnings are primarily a
function of:
o net interest income
o loan loss provision
o non-interest income
o non-interest expense
The quality and predictability of earnings is dependent on both internal and
external factors. Some internal factors include the mix of the balance sheet,
the interest rate sensitivity of the balance sheet, the asset quality, and the
infrastructure in place to deliver the assets and liabilities to the public.
External factors include the competitive market for both assets and liabilities,
the global interest rate scenario, local economic factors and regulatory issues.
Each of these factors can influence the earnings of an institution, and each of
these factors is volatile. Investors prefer stability and consistency. As such,
solid, consistent earnings are preferred to high but risky earnings. Investors
also prefer earnings to be diversified and not entirely dependent on interest
income.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 56
================================================================================
The Bank's net income for 1997 was solid and represents a substantial increase
over the prior year end. The December 31, 1996 year end net income is skewed
downward because of the one time SAIF special assessment. The Bank's portion of
the SAIF assessment was approximately $1.0 million on a pre-tax basis.
FIGURE 42 - NET INCOME CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 57
================================================================================
Spread and margin declined for the year ended December 31, 1997 when compared to
the year prior.
FIGURE 43 - SPREAD AND MARGIN CHART
[GRAPHIC OMITTED]
Source: Offering Prospectus
The Bank's net interest income to average assets figure of 2.87% was below the
Comparable Group's 3.36%. This disadvantage is primarily due to a higher
interest expense, 4.25%, when compared to the Comparable Group's ratio of 4.01%.
This is despite the Bank's lack of borrowings when compared to the Comparable
Group's amount of borrowings, 16.50%. Additionally, the Bank had a lower level
of interest income, 7.13%, verses 7.37% for the Comparable Group, even though
the Bank has a higher loan to asset ratio.
For the twelve months ended December 31, 1997, the Bank had a non-interest
expense to average assets ratio of 1.88%, which was lower than the 2.52% average
of the Comparable Group. The Bank also had a lower level of non-interest income
0.25% of average assets, when compared to the Comparable Group's non-interest
income to average assets ratio of 0.43%. As a result of the lower noninterest
expense ratio, the Bank had a better efficiency ratio, 60.22%, as compared to
65.48% for the Comparable Group.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 58
================================================================================
Currently, investors are focusing on earnings sustainability as the interest
rate volatility has caused wide variation in income levels. With the intense
competition for both assets and deposits, banks can not easily replace lost
spread and margin with balance sheet growth.
The Bank's ability to control noninterest expense has offset its net interest
income disadvantage. Therefore, no adjustment is warranted to the market value
for earnings.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 59
================================================================================
-----------------
MARKET AREA
-----------------
The market area that an institution serves has a significant impact on value, as
future success is interrelated with the economic, demographic and competitive
aspects of the market. Specifics on the Bank's market were delineated in Section
2 - Market Area Analysis.
The Bank's markets are mixed. In terms of projected population growth, only one
of the Bank's markets is projected to grow at a rate in excess of the state
projected growth rate, while one market is projected to decline. All of the
Bank's markets have a high average branch size, indicative of under-banked
markets. However, one of the markets has declined in size over the past five
years and one of the markets has remained flat over the past five years. New
players are expected to enter the Bank's markets in the near future.
The competition for both loans and deposits in New Jersey marketplace continues
to grow. This competition is due to the industry's need to grow and leverage
capital. This situation will be exacerbated by the increased interest in de-novo
institutions and the public offerings of large thrifts in the local area, namely
Staten Island, Bayonne Bancshares, First Source Bancorp and Peoples Bancorp.
These converting institutions will have to grow at all costs, which will
inevitably lead to decreased spreads in the marketplace.
Based on these factors no adjustment is warranted for this factor.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 60
================================================================================
-----------------
MANAGEMENT
-----------------
The Bank has developed a good management team with considerable banking
experience and length of service with the bank. The Bank's current
organizational structure is reasonable for an institution of its size and
complexity. The Board is active and oversees and advises on all key strategic
and policy decisions and holds the management to high performance standards.
As such, no adjustment appears to be warranted for this factor.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 61
================================================================================
---------------
DIVIDENDS
---------------
Historically, banks have not established dividend policies immediately at or
after conversion to stock ownership. Rather, newly converted institutions, in
general, have preferred to establish an earnings track record, fully invest the
conversion proceeds, and allow for seasoning of the stock before establishing a
dividend policy. In the late 1980's and early 1990's however, there has been a
tendency toward initiating dividend policies concurrent with the conversion as a
means of increasing the attractiveness of the issue and to utilize the proceeds.
The last few years have seen yet another shift away from dividend policies
concurrent with conversion. Recent issues have been fully or over subscribing
without the need for the additional enticement of dividends. After the
conversion is another issue, however. Recent pressures on ROE and on internal
rate of returns to investors has prompted the industry toward cash dividends.
This trend is exacerbated by the lack of growth potential. Typically, when
institutions are in a growth mode, they issue stock dividends or do not declare
a dividend. When growth is stunted, these institutions shift toward reducing
equity levels and thus utilize cash dividends as a tool in this regard.
All of the nine of the ten comparable institutions had declared dividends. The
average dividend payout ratio for the Comparable Group was 53.41%, ranging from
a high of 240.35% to a low of 8.40%.
Although the Bank will have the capital levels to afford to pay dividends, the
regulators recent clamor about dividend waivers may cause newer MHC's to not
"waive dividends" but rather pay them to the majority shareholders. This will
increase tax expense and will dilute the remaining book value for the minority
shareholders. As such, a downward adjustment is indicated for this factor.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 62
================================================================================
----------------------------
LIQUIDITY OF THE ISSUE
----------------------------
The Comparable Group is by definition composed only of companies that trade in
the public markets with all of the Comparables trading on NASDAQ or AMEX.
Typically, the number of shares outstanding and the market capitalization
provides an indication of how much liquidity there will be in a given stock. The
actual liquidity can be measured by volume traded over a given period of time.
The market capitalization values of the Comparable Group range from a low of
$20.8 million to a high of $75.7 million with an average market capitalization
of $39.5 million. The Bank expects to have $13.9 million of market capital at
the midpoint on a pro forma basis.
Based on the comparison with the Comparable Group and the above data, a slight
downward adjustment appears warranted.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 63
================================================================================
---------------------------
SUBSCRIPTION INTEREST
---------------------------
The outcome of subscription offerings has been, historically, difficult to
predict. Since 1992, however, the conversions have experienced robust
subscription interest with the exception of late 1994 when the pricing multiples
were high. During late 1994, many subscriptions had the need to resolicit due to
lack of professional investor demand. During 1995, the investor demand returned
and the subscription interest increased, primarily the result of lower market
multiples. The vast majority of recent conversions have oversubscribed and gone
off at the maximum or super-maximum.
Of more importance is the general strength of the aftermarket. Thrift stock
prices, including MHC's have soared upwards in recent months (see Figure 43) and
is showing strength across the board. Additionally, as shown in Exhibit 7, the
most recent second step conversions (since January 1, 1996) have demonstrated a
strong price appreciation.
Recently, on a national level there were deals which significantly over
subscribed, resulting in re-solicitations and an upward adjustment to the
valuations.
As such, an upward adjustment for subscription interest is warranted at this
time.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 64
================================================================================
-------------------------------
RECENT REGULATORY MATTERS
-------------------------------
As a result of large after-market price increases of conversions during 1993 and
early 1994, the regulatory agencies have issued guidelines on appraisals for
conversions. The regulators publicly indicated that only modest immediate
after-market price increases are appropriate for converting institutions. The
guidelines issued November 22, 1994, indicate that the reasonableness and
adequacy of an appraisal will be partially judged by the immediate price
movement of the conversion stock in the after-market, using a very short time
frame of the second day of trading following closing. The guidelines further
discuss that the average price appreciation for all IPOs has been between 10%
and 15%, which was deemed to be too high.
At around the same time period, IPO pricing was elevated on a book basis and
IPOs in late 1994 did not experience much appreciation. In fact, numerous IPOs
actually depreciated. 1995 brought back lower premiums to book but they have
been rising throughout 1996 to approximately the same levels as late 1994. 1997
has continued the trend with IPOs popping over 40% on average, for the first day
of trading.
The recent interest in thrift IPOs has caused large oversubscriptions, which in
turn have caused large price appreciations in the aftermarket. Recently,
regulators have been indicating the need for increased pricing of new issues in
the attempt lessen the aftermarket appreciation. Also, regulators have been
concerned with capital redistributions from thrifts which have converted within
the past three years. Regulatory agencies are publicly indicating that they will
enforce the limits of stock buy backs to: 0% in the first year, 5% in the second
year and 5% in the third year.
This threat to newly converted institutions, of not being able to use all of the
capital markets tools available, will hurt the stocks attractiveness, as it will
put them at a significant competitive disadvantage to the rest of the industry.
As such, a downward adjustment for this measure is warranted based on the
uncertainty surrounding the regulatory environment.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 65
================================================================================
---------------------------------------
MARKET FOR SEASONED THRIFT STOCKS
---------------------------------------
Data for all public thrifts as of March 3, 1998 is provided in Exhibit 5. A
common measure utilized as a proxy for the performance of the thrift industry is
the SNL thrift index graphically shown below and tabularly shown on the
following page:
FIGURE 44 - SNL THRIFT INDEX CHART
[GRAPHIC OMITTED]
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 66
================================================================================
FIGURE 45 - HISTORICAL SNL INDEX
------------------------------------
SNL THRIFT INDEX MONTHLY PERFORMANCE
January 2, 1992 to March 3, 1998
------------------------------------
<TABLE>
<CAPTION>
SNL % Change % Change % Change % Change % Change % Change % Change
Thrift Since Since Since Since Since Since Since
Date Index 1/2/92 1/4/93 1/3/94 12/30/94 12/29/95 12/31/96 12/31/97
- ------ ------ -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jan-92 143.9 -- -- -- -- -- -- --
Jul-92 175.1 21.7% -- -- -- -- -- --
Jan-93 201.1 39.7% -- -- -- -- -- --
Jul-93 220.5 53.2% 9.6% -- -- -- -- --
Jan-94 252.5 75.5% 25.6% -- -- -- -- --
Jul-94 273.8 90.3% 36.2% 8.4% -- -- -- --
Jan-95 256.1 78.0% 27.3% 1.4% -- -- -- --
Jul-95 328.2 128.1% 63.2% 30.0% 28.2% -- -- --
Jan-96 370.7 157.6% 84.3% 46.8% 44.7% -- -- --
Jul-96 389.9 171.0% 93.9% 54.4% 52.2% 5.2% -- --
Jan-97 520.1 261.4% 158.6% 106.0% 103.1% 40.3% -- --
Jul-97 684.5 375.7% 240.4% 171.1% 167.3% 84.7% 31.6% --
Jan-98 768.3 433.9% 282.0% 204.3% 217.1% 104.1% 58.9% -5.6%
3-Mar 820.6 470.3% 308.1% 225.0% 238.7% 118.0% 69.7% 0.8%
</TABLE>
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 67
================================================================================
FIGURE 46 - EQUITY INDICES
[GRAPHIC OMITTED]
Index Comparisons
----------------------------------------
SNL S&P DJIA
----------------------------------------
6/30/94 269.6 444.3 3,625.0
12/30/94 244.7 459.3 3,834.4
6/30/95 313.5 544.8 4,556.1
12/29/95 376.5 615.9 5,117.1
6/28/96 387.2 670.6 5,654.6
12/31/96 483.6 740.7 6,448.3
6/30/97 624.5 885.2 7,672.8
12/30/97 814.1 970.4 7,903.0
3/03/98 820.6 1,052.0 8,584.8
----------------------------------------
As the Figures 43 and 44 illustrate, the performance of the SNL index has been
robust through 1992, 1993, 1994 and 1995. The dip in the index, occurring in
late 1994, was the product of the interest rate rise during that period along
with the overall uneasiness in the stock market in general. The rate scenario
covering the same period as the SNL index can be seen in the following chart.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 68
================================================================================
FIGURE 47 - HISTORICAL RATES
[GRAPHIC OMITTED]
Source: Prudential Bache Securities
As the graph demonstrates, the rate rise in late 1994 correlates closely to the
fall in thrift prices. The drop in rates in 1995 was one of the primary drivers
of the rapid rise in the SNL index. During 1996, rates increased slightly and
then remained stable, fueling the rise in the conversion prices. 1997 has seen a
continuation of this trend, with the average IPO pricing at 70.9%, 69.7%, 70.9%,
and 73.6% of book value for the first, second, third, and fourth quarters of
1997, respectively.
Thrift pricing in general was robust in 1995 due to the falling interest rates,
the industry consolidation and renewed earnings. Contrasting this view, in late
1994 investors faced shrinking spreads and margins due to rising rates and
consolidation that was tailing off and slowing down. The blockbuster level of
consolidations have led many investors to think that all institutions are fair
game for acquisitions and prices have risen accordingly.
As Figure 45 and 46 show, in 1997, the SNL index has continued to increase as a
result of the flat interest rate environment. In addition, the market continues
to demonstrate evidence of acquisition speculation. For the first two month of
1998, the thrift market appreciation has leveled off.
As such, a slight downward adjustment for this measure is warranted, as newly
converted institutions will trade at a discount to the market as newly converted
institutions need time to invest the proceeds raised in the offering.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 69
================================================================================
---------------------------
MARKET FOR MHC STOCKS
---------------------------
As the Bank is undergoing an MHC reorganization, it should be compared to other
publicly traded institutions which have undergone a similar process. MHC's trade
at discounts to full converted thrifts due to a number of factors which include:
reduced liquidity, insider control and lack of acquisition speculation. However,
these negative factors are slightly offset by trading premiums built into MHC's
for the possibility for a secondary offering.
FIGURE 48 - MHC REORGANIZATIONS, SINCE 1/1/96
<TABLE>
<CAPTION>
-----------------
Price to Proforma
-----------------
Gross Book LTM
Proceeds Value EPS
Ticker Name IPO Date Price ($000) (%) (x)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MRQT Marquette Savings Bank (MHC) 01/22/98 8.000 8,539 100.6 47.4
ROEB Roebling Savings Bank (MHC) 10/02/97 10.000 1,960 102.0 26.3
PHSB Peoples Home Savings Bank (MHC) 07/10/97 10.000 12,420 106.2 30.1
SKBO First Carnegie Deposit (MHC) 04/04/97 10.000 10,350 98.8 117.3
PLSK Pulaski Savings Bank (MHC) 04/03/97 10.000 9,522 103.2 18.2
- -----------------------------------------------------------------------------------------------
Average 102.2 47.9
Median 102.0 30.1
- -----------------------------------------------------------------------------------------------
</TABLE>
Source: SNL Securities
FIGURE 49 - MHC STOCK PERFORMANCE
<TABLE>
<CAPTION>
--------------------------------------------------------------------
Current Price in Relation to
Current Current --------------------------------------------------------------------
Stock Market Price/LTM Price/ Tangible
Price Value Earnings LTM EPS Core EPS Core Book Value Book Value Assets
Ticker Short Name ($) ($M) (x) (x) (x) (x) (%) (%) (%)
- -------------------------------------------------------------------------------------------------------------------------------
MHCs
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CMSV Community Savings Bnkshrs (MHC) 36.25 184.69 29.23 33.56 36.62 39.40 223.49 223.49 26.04
FFFL Fidelity Bankshares Inc. (MHC) 32.75 222.21 27.29 34.84 40.94 37.22 258.89 260.54 21.24
SKBO First Carnegie Deposit (MHC) 18.63 42.84 77.60 NA NA 116.41 173.42 173.42 29.82
FFSX First Fed SB of Siouxland (MHC) 35.50 100.62 31.70 29.83 30.87 32.87 247.56 249.47 21.92
FSLA First Savings Bank (MHC) 45.38 363.74 36.59 39.12 37.19 36.59 357.85 391.84 34.66
GDVS Greater Delaware Valley (MHC) 31.00 101.45 59.62 50.00 50.00 59.62 347.92 347.92 38.95
HARB Harbor Florida Bancorp (MHC) 71.75 358.36 22.15 25.18 26.09 24.91 354.50 365.33 31.64
HARS Harris Financial Inc. (MHC) 20.75 701.15 64.84 39.90 56.08 86.46 392.25 439.62 31.85
JXSB Jacksonville Savings Bk (MHC) 23.00 43.89 57.50 46.00 57.50 95.83 250.82 250.82 26.12
LFED Leeds Federal Bankshares (MHC) 22.00 114.01 34.38 33.33 33.33 34.38 235.29 235.29 39.13
NWSB Northwest Bancorp Inc. (MHC) 15.63 731.21 35.51 37.20 37.20 35.51 351.91 396.57 32.52
PBHC Pathfinder Bancorp Inc. (MHC) 21.00 60.37 65.63 32.31 37.50 105.00 256.10 302.16 30.72
PBCT People's Bank (MHC) 38.06 2,328.03 23.21 25.21 43.25 43.25 327.85 329.55 28.45
TSBS Peoples Bancorp Inc. (MHC) 42.75 386.74 62.87 52.13 70.08 62.87 351.56 389.34 60.39
PHSB Peoples Home Savings Bk (MHC) 19.00 52.44 26.39 NA NA 27.94 183.22 183.22 24.08
PERT Perpetual Bank (MHC) 65.00 98.08 39.63 50.00 43.33 39.63 320.35 320.35 33.58
PFSL Pocahontas FS&LA (MHC) 44.25 72.23 32.54 30.73 31.16 33.52 291.89 291.89 18.55
PULB Pulaski Bank, Svgs Bank (MHC) 49.13 103.01 55.82 53.98 61.41 61.41 425.69 425.69 57.08
PLSK Pulaski Savings Bank (MHC) 18.25 38.47 41.48 NA NA 41.48 177.36 177.36 21.17
SBFL SB of the Finger Lakes (MHC) 15.50 55.34 64.58 67.39 103.33 77.50 260.07 260.07 24.27
WAYN Wayne Savings Bancshares (MHC) 29.50 66.59 36.88 35.54 38.31 40.97 275.19 275.19 26.10
WCFB Webster City Federal SB (MHC) 20.50 43.24 32.03 31.54 31.54 32.03 193.40 193.40 45.46
MHC Average 284.94 43.52 39.36 45.56 52.95 284.39 294.66 31.99
MHC Median 101.04 36.74 35.54 38.31 40.30 267.63 283.54 30.27
</TABLE>
Source: SNL Securities
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 70
================================================================================
FIGURE 50 - RECENT SECOND STEP TRADING MULTIPLES, SINCE 1/1/96
<TABLE>
<CAPTION>
-------------------------------------------------------------------------
Current Price to
Current -------------------------------------------------------------------------
Stock Price Book Value Tang. Book LTM Earnings Earnings Core EPS LTM EPS Assets
Ticker Short Name IPO Date 3/3/98 (%) (%) (X) (X) (X) (X) (%)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FSNJ Bayonne Bancshares Inc. 08/22/97 13.875 130.530 130.530 NA 26.680 26.680 NA 20.560
MONT Montgomery Financial Corp. 07/01/97 12.750 107.230 107.230 NA 24.520 24.520 NA 19.940
BNKU Bank United Corp. 08/09/96 47.125 243.040 249.340 19.000 18.700 19.000 21.620 11.890
CMSB Commonwealth Bancorp Inc. 06/17/96 20.375 154.120 195.160 19.980 19.590 29.960 29.110 14.590
JXVL Jacksonville Bancorp Inc. 04/01/96 20.250 143.720 143.720 14.890 15.820 15.820 14.890 21.020
FFFD North Central Bancshares Inc. 03/21/96 21.000 136.100 136.100 17.360 15.440 18.100 18.100 30.910
FFOH Fidelity Financial of Ohio 03/04/96 18.188 158.290 179.550 20.440 19.770 21.650 21.400 19.010
FFBA First Colorado Bancorp Inc. 01/02/96 27.125 217.870 222.340 22.230 18.840 21.880 23.380 29.310
-----------------------------------------------------------------------------------------------------------------------------
Q1`98 Average 22.586 161.363 170.496 18.983 19.920 22.201 21.417 20.904
Median 20.313 148.920 161.635 19.490 19.215 21.765 21.510 20.250
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Source: SNL Securities
FIGURE 51 - MHC TRADING DISCOUNT
----------------------------------------------------------------------
Pricing as of 1/30/98
----------------------------------------------------------------------
Price to Price to
LTM EPS Book
-------- --------
Median Trading Value for all thrifts 19.6 154.6
Median Trading Value for MHCs 21.6 110.9
Median Trading Value for MHCs which
have not announced a second step 21.4 107.0
MHC (Discount)/Premium 10.20% -28.27%
Adjusted MHC (Discount)/Premium 9.18% -30.79%
----------------------------------------------------------------------
Source: SNL Securities
Note: the MHC multiples have been adjusted by SNL to provide a reasonable
comparison.
As shown in figure 51, MHCs that have not announced a second step are presently
trading at a 9.18% premium on an earnings basis and a 30.79% discount on a book
basis, when compared to fully converted thrifts. Even the adjusted MHC have the
second step speculation built into their pricing. There will be little
speculation of the Bank under-going a second step conversion for at least one
year. A downward adjustment is warranted for this factor as the Bank will not
trade on a fully converted basis, as the Comparables do.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 71
================================================================================
------------------------
ACQUISITION MARKET
------------------------
FIGURE 52 - DEALS FOR LAST ELEVEN QUARTERS
[GRAPHIC OMITTED]
Source: SNL Securities
Note: Figures for the fourth quarter of 1997 are through December 8, 1997.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 72
================================================================================
From 1994 through March 3, 1998, thrift deal prices remained high.
FIGURE 53 - CURRENT THRIFT ACQUISITION MULTIPLES, PRICE TO BOOK
[GRAPHIC OMITTED]
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 73
================================================================================
FIGURE 54 - CURRENT THRIFT ACQUISITION MULTIPLES, PRICE TO TANGIBLE BOOK
[GRAPHIC OMITTED]
FIGURE 55 - THRIFT ACQUISITION MULTIPLES, PRICE TO EARNINGS
[GRAPHIC OMITTED]
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 74
================================================================================
FIGURE 56 - CURRENT THRIFT ACQUISITION MULTIPLES, PRICE TO ASSETS
[GRAPHIC OMITTED]
FIGURE 57 - CURRENT THRIFT ACQUISITION MULTIPLES, PRICE TO DEPOSITS
[GRAPHIC OMITTED]
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 75
================================================================================
FIGURE 58 - DEAL MULTIPLES
Median Price to LTM Earnings 1995 1996 1997 1998 YTD
- ---------------------------- ---- ---- ---- --------
Thrifts - Nationwide 18.6 17.7 25.3 23.6
Thrifts - Mid-Atlantic 17.9 17.0 21.7 23.4
Thrifts - Deal Value $10-$50 Million 17.6 18.7 31.7 NA
Average Price to Book
- ---------------------
Thrifts - Nationwide 144.7 149.5 185.7 210.6
Thrifts - Mid-Atlantic 156.5 156.9 212.2 197.6
Thrifts - Deal Value $10-$50 Million 146.0 141.0 169.9 209.5
Average Price to Tangible Book
- ------------------------------
Thrifts - Nationwide 150.0 153.6 192.4 215.7
Thrifts - Mid-Atlantic 157.6 159.4 228.1 198.4
Thrifts - Deal Value $10-$50 Million 155.8 144.4 171.2 209.5
Average Price to Assets
- -----------------------
Thrifts - Nationwide 14.8 15.0 18.4 16.5
Thrifts - Mid-Atlantic 15.3 17.7 16.5 19.0
Thrifts - Deal Value $10-$50 Million 15.3 16.7 19.2 12.8
Average Price to Deposits
- -------------------------
Thrifts - Nationwide 19.2 19.9 25.0 23.1
Thrifts - Mid-Atlantic 20.3 24.5 26.1 26.0
Thrifts - Deal Value $10-$50 Million 20.0 22.1 24.6 16.0
Currently, there is one thrift acquisition pending in New Jersey. First Home
Bancorp is being acquired by Sovereign Bancorp for a price to book of 235% and a
price to LTM earnings of 18.2. In February 1998 the acquisition of Westwood
Financial Corp. by Lakeview Financial Corp., closed. The announced deal
multiples were 186% of book value and 26.1X last twelve month's earnings. The
acquisition multiples associated with all deals are shown below.
FIGURE 59 - ACQUISITION TABLE
At Announcement Offer Divided By
--------------------------------
Book Value LTM EPS
---------- -------
Pending Merger Median 201% 26.1x
Completed Merger Median 195% 19.9x
Source: SNL Securities
No adjustment is warranted for this factor, as the adjustment for the lack of
acquisition speculation was already taken in the MHC adjustment section.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 76
================================================================================
--------------------------
ADJUSTMENTS TO VALUE
--------------------------
Overall, FinPro believes that the Bank pro-forma market value should be
discounted relative to the Comparable Group, reflecting the following
adjustments.
Key Valuation Parameters Valuation Adjustment
- --------------------------------------------------------------------------------
Balance Sheet No Adjustment
Asset Quality No Adjustment
Earnings Quality, Predictability and Growth No Adjustment
Market Area No Adjustment
Management No Adjustment
Dividends Downward
Liquidity of the Issue Slight Downward
Subscription Interest Upward
Recent Regulatory Matters Downward
Market for Seasoned Thrift Stocks Slight Downward
Market for MHC Stocks Downward
Acquisition Market No Adjustment
As a result of all the factors discussed, a full offering discount of
approximately 23.55% on an earnings multiple basis and a 53.18% discount on a
price to book basis appears to be reasonable.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 77
================================================================================
------------------------
VALUATION APPROACH
------------------------
In applying the accepted valuation methodology promulgated by the regulators,
i.e., the pro-forma market value approach, four key pricing multiples were
considered. The four multiples include:
Price to earnings ("P/E")
Price to tangible book value ("P/TB")
Price to book value ("P/B")
Price to assets ("P/A")
All of the approaches were calculated on a pro-forma basis including the effects
of the conversion proceeds. All of the assumptions utilized are presented in
Exhibit 8, 9,10 and 11.
To ascertain the pro-forma estimated market value of the Bank, the market
multiples for the Comparable Group, all publicly traded thrifts and the recent
(1996 to date) second step conversion group were assessed.
Since thrift earnings in general have had a high degree of volatility over the
past decade, the P/B approach had gained in importance and was utilized
frequently as the benchmark for market value. It is interesting to note that the
P/B approach is more of a benchmark than a reliable valuation technique. A
better approach is the P/TB approach. In general, investors tend to price
financial institutions on a tangible book basis, because it incorporates the P/B
approach adjusted for intangibles. Most recently, the P/E approach has regained
favor among investors.
The evidence of the movement towards the P/E Multiple can be seen in the
acquisition, trading and IPO markets. The P/LTM EPS multiple for the completed
mergers is 26.1x, for all public thrifts the trading P/LTM is 23.9x and for
recent IPO's it is 19.7x.
As such, in estimating the market value for the Bank, the most emphasis was
placed on the P/E approach. The P/B and P/TB were given much less weight and the
P/A ratio was not given much weight at all.
In terms of the market multiples, most weight was given to the Comparable Group.
Less weight was ascribed to all public thrifts and all New Jersey thrifts. The
multiples for the Comparable Group, all publicly traded thrifts, and New Jersey
publicly traded thrifts are shown in Exhibit 6.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 78
================================================================================
Based upon the premiums and discounts defined in the section above, the Bank
pricing at the midpoint is estimated to be $13,865,000 or 47% of the full
offering value of $29,500,000. Based upon a range below and above the midpoint
value, the relative values are $11,785,250 at the minimum and $15,944,750 at the
maximum respectively. At the supermaximum of the range the offering value would
be $18,336,463.
At the various levels of the estimated value range, the offering would result in
the following offering data:
FIGURE 60 - VALUE RANGE OFFERING DATA
Total Price per Total
Conclusion Shares Share Value
- ---------- ------ --------- -----
Appraised Value - $25,075,000 at 47% 1,178,525 $10 $11,785,250
Appraised Value - $29,500,000 at 47% 1,386,500 $10 $13,865,000
Appraised Value - $33,925,000 at 47% 1,594,475 $10 $15,944,750
Appraised Value - $39,013,750 at 47% 1,833,646 $10 $18,336,463
Source: FinPro Inc. Proforma Model
FIGURE 61 - VALUE RANGE OFFERING DATA
<TABLE>
<CAPTION>
Bank Comparables State National
----- --------------- --------------- ---------------
Mean Median Mean Median Mean Median
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Min 11.24
Price-Earnings Ratio P/E Mid 12.66 18.33 16.56 23.97 18.57 23.93 20.41
- ------------------------ Max 13.89
Smax 15.15
Min 65.96%
Price-to-Book Ratio P/B Mid 70.37% 143.75% 150.31% 190.85% 160.59% 176.79% 157.54%
- ----------------------- Max 74.07%
Smax 77.58%
Min 65.96%
Price-to-Tangible Book Ratio P/TB Mid 70.37% 146.71% 152.61% 200.07% 177.36% 184.17% 162.12%
- --------------------------------- Max 74.07%
Smax 77.58%
Min 10.50%
Price-to-Assets Ratio P/A Mid 12.15% 13.12% 11.42% 21.58% 19.49% 20.72% 18.70%
- ------------------------- Max 13.75%
Smax 15.53%
</TABLE>
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 79
================================================================================
This equates to the following multiple comparisons:
FIGURE 62 - COMPARABLE PRICING MULTIPLES TO THE BANK'S PROFORMA MIDPOINT
(FULL CONVERSION)
Comparables
<TABLE>
<CAPTION>
------------------------------------------------------
Price Relative to
------------------------------------------------------
Earnings Core Earnings Book Tangible Book Assets
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
The Bank (at midpoint) Full Conversion 12.66 12.66 70.37% 70.37% 12.15%
- --------------------------------------------------------------------------------------------------
Comparable Group Average 16.56 16.56 150.31% 152.61% 11.42%
- --------------------------------------------------------------------------------------------------
(Discount) Premium -23.55% -23.55% -53.18% -53.89% 6.39%
- --------------------------------------------------------------------------------------------------
</TABLE>
Source: FinPro Calculations
FIGURE 63 - COMPARABLE PRICING MULTIPLES TO THE BANK'S PROFORMA SUPERMAXIMUM
(FULL CONVERSION)
Comparables
<TABLE>
<CAPTION>
------------------------------------------------------
Price Relative to
------------------------------------------------------
Earnings Core Earnings Book Tangible Book Assets
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
The Bank (at the supermax) Full Conversion 15.15 15.15 77.58% 77.58% 15.53%
- --------------------------------------------------------------------------------------------------
Comparable Group Average 16.56 16.56 150.31% 152.61% 11.42%
- --------------------------------------------------------------------------------------------------
(Discount) Premium -8.51% -8.51% -48.39% -49.16% 35.99%
- --------------------------------------------------------------------------------------------------
</TABLE>
Source: FinPro Calculations
As the figure 62 demonstrates, the Bank is priced at a discount of 23.55% on an
earnings basis. A discount of 53.18% is applied to the Bank relative to the
Comparable Group on a price to book basis. When comparing the Bank's EVR at the
supermaximum to the Comparable Group, the Bank is priced at a 8.51% discount on
an earnings basis and at a 48.39% discount on a book basis.
FIGURE 64 - MHC PROFORMA MULTIPLES TO THE BANK'S PROFORMA MIDPOINT
MHC Conversions
-------------------
Price Relative to
-------------------
Earnings Book
------------------------------------------------------------
The Bank (at midpoint) MHC 15.63 104.82%
------------------------------------------------------------
MHC Conversions (1996 & 1997) 30.10 102.00%
------------------------------------------------------------
(Discount) Premium -48.07% 2.76%
------------------------------------------------------------
Source: FinPro Calculations
Figure 64 illustrates that the Bank is price at a 48.07% discount to earnings
and a 2.76% premium to book when compared to the recent proforma MHC closing
multiples. However, figure 64 is not a good comparison as recent MHC offerings
have closed at the supermaximum. Figure 65 compares recent MHC proforma
multiples to the Bank's proforma multiples at the supermaximum and shows that
the Bank is priced at a 34.85% discount to earnings and a 19.26% premium to
book.
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 80
================================================================================
FIGURE 65 - MHC PROFORMA MULTIPLES TO THE BANK'S PROFORMA SUPERMAXIMUM
MHC Conversions
-------------------
Price Relative to
-------------------
Earnings Book
------------------------------------------------------------
The Bank (at the supermax) MHC 19.61 121.65%
------------------------------------------------------------
MHC Conversions 30.10 102.00%
------------------------------------------------------------
(Discount) Premium -34.85% 19.26%
------------------------------------------------------------
Source: FinPro Calculations
<PAGE>
Conversion Valuation Appraisal Report Page: 1 - 81
================================================================================
--------------------------
VALUATION CONCLUSION
--------------------------
It is, therefore, our opinion that as of March 13, 1998, the estimated pro-forma
market value of the Bank in a full offering was $29,500,000 at the midpoint of a
range with a minimum of $25,075,000 to a maximum of $33,925,000 at 15% below and
15% above the midpoint of the range respectively. Assuming an adjusted maximum
value of 15% above the maximum value, the adjusted maximum value or supermaximum
value in a full offering is $39,013,750. The stock will be issued at $10.00 per
share.
Using the proforma market values for a full offering shown above, the amount of
stock publicly offered as part of the MHC reorganization issuing 47% will equal
1,178,525 shares, 1,386,500 shares, 1,594,475 shares and 1,833,646 shares at the
minimum, midpoint, maximum and supermaximum, respectively. The resulting gross
proceeds of the public offering will equal:
Total Price per Total
Conclusion Shares Share Value
- ---------- ------ --------- -----
Appraised Value - $25,075,000 at 47% 1,178,525 $10 $11,785,250
Appraised Value - $29,500,000 at 47% 1,386,500 $10 $13,865,000
Appraised Value - $29,500,000 at 47% 1,386,500 $10 $13,865,000
Appraised Value - $33,925,000 at 47% 1,594,475 $10 $15,944,750
Appraised Value - $39,013,750 at 47% 1,833,646 $10 $18,336,463
Pro-forma comparisons of the Bank's value range with the Comparable Group, all
public thrifts, New Jersey public thrifts and the MHC group is shown in Exhibits
9, 10 and 11.
<PAGE>
Exhibit 1
Consolidated Statements of Financial Condition
- --------------------------------------------------------------------------------
Twelve Months Twelve Months
Assets December 31, December 31,
------ ------------- -------------
1997 1996
------------- -------------
Assets:
- -------
Cash and amounts due from depository institutions $ 1,192,270 $ 1,303,678
Interest-bearing deposits in other banks 4,738,621 4,471,105
------------ ------------
Total cash and cash equivalents 5,930,891 5,774,783
Securities available for sale 53,917,520 59,589,169
Loans receivable 152,199,868 130,689,693
Premises and equipment 2,113,904 2,308,323
Foreclosed real estate 121,064 --
Federal Home Loan Bank of New York stock 1,804,100 1,615,400
Interest receivable 1,219,978 1,223,487
Other assets 129,395 372,903
------------ ------------
Total Assets 217,436,720 201,573,758
============ ============
Liabilities and retained earnings
---------------------------------
Liabilities:
- ------------
Deposits 198,362,828 184,709,001
Advance payments by borrowers for taxes and insurance 1,659,615 1,484,384
Other liabilities 873,434 568,610
------------ ------------
Total liabilities 200,895,877 186,761,995
Retained Earnings:
- ------------------
Retained earnings, substantially restricted 16,122,933 14,569,728
Unrealized gain on securities available for sale, net 417,910 242,035
------------ ------------
Total retained earnings 16,540,843 14,811,763
------------ ------------
Total liabilities and retained earnings $217,436,720 $201,573,758
============ ============
- --------------------------------------------------------------------------------
Source: Audited Financial Statements
<PAGE>
Exhibit 2
Consolidated Statements of Income
$ in 000's
- --------------------------------------------------------------------------------
Year Ended December 31,
--------------------------
1997 1996
----------- -----------
Interest income:
Loans $10,942,843 $ 9,067,269
Mortgage-backed securities available for sale 3,536,358 4,036,856
Investment securities available for sale: 197,426 248,508
Other interest-earning assets 406,373 370,650
----------- -----------
Total interest income 15,083,000 13,723,283
Interest Expense:
Deposits 8,908,267 8,048,040
Advances 95,774 645
----------- -----------
Total interest expense 9,004,041 8,048,685
Net interest income 6,078,959 5,674,598
Provision for loan losses 200,000 43,056
----------- -----------
Net interest income after Provision for loan losses 5,878,959 5,631,542
----------- -----------
Noninterest income:
Fees and service charges on deposits 178,606 171,440
Fees and service charges on loans 120,302 106,866
Gain on sale of securities available for sale 128,716 --
Gain on sale of office building -- 23,372
Gain on sale of loans 4,395 --
Miscellaneous 99,929 49,470
----------- -----------
Total non-interest income: 531,948 351,148
----------- -----------
Noninterest expense:
Salaries and employee benefits 1,980,390 1,966,496
Net occupancy expense of premises 445,516 468,782
Equipment 415,666 355,226
Advertising 184,000 97,432
Federal insurance premium 119,643 1,382,048
Loss from foreclosed real estate 3,144 3,945
Miscellaneous 832,393 816,358
----------- -----------
Total non-interest expense 3,980,752 5,090,287
Income before income taxes 2,430,155 892,403
Income taxes 876,950 283,481
----------- -----------
Net income 1,553,205 608,922
=========== ===========
Source: Audited Financial Statements
- --------------------------------------------------------------------------------
<PAGE>
Exhibit 3
Consolidated Statements of Changes in Net Worth
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
Net Unrealized
gain/(loss) on
Retained Securities
Earnings AFS, net Total
-------- -------- -----
<S> <C> <C> <C>
Balance at December 31, 1995 $13,960,806 $408,239 $14,369,045
Net income for the year ended December 31,1996 608,922 -- 608,922
Change in unrealized gain on securities
available-for-sale, net -- (166,204) (166,204)
----------- -------- -----------
Balance at December 31, 1996 $14,569,728 $242,035 $14,811,763
Net income for the year ended December 31,1997 1,553,205 -- 1,553,205
Change in unrealized gain on securities
available-for-sale, net -- 175,875 175,875
----------- -------- -----------
Balance at December 31, 1997 $16,122,933 $417,910 $16,540,843
Source: Audited Financial Statements
- ----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Exhibit 4
Consolidated Statements of Cash Flows
- --------------------------------------------------------------------------------
For the Years Ended
December 31,
-------------------------
1997 1996
----------- ------------
Cash flows from operating activities:
Net earnings $ 1,553,205 $ 608,922
Adjustments to reconcile net income to net cash
provided by operating activities:
Deferred income taxes (24,501) (21,793)
Depreciation and amortization of premises
and equipment 218,465 216,424
Amortization of premiums, net of accretion
of discounts and deferred loan fees 60,411 100,565
Loss on sale of real estate owned 520 --
Provision for loan losses 200,000 43,056
Gain on sale of securities available for sale (128,716) --
Gain on sale of premises and equipment -- (23,372)
Gain on sale of loans (4,395) --
Decrease in accrued interest receivable 3,509 68,844
Decrease (increase) in other assets 243,508 (172,067)
(Decrease) in accrued interest payable (1,154) (946)
Increase (decrease) in other liabilities 230,278 (200,324)
----------- -----------
Net cash provided by operating activities 2,351,130 619,309
Cash flows from investing activities:
Purchases of securities available for sale (41,279,181) (6,280,414)
Principal repayment on securities available for sale 13,375,397 14,051,794
Calls of securities available for sale 2,000,000 1,000,000
Proceeds from sale of securities available for sale 31,842,498 --
Net increase in loans receivable (22,422,328) (26,144,078)
Proceeds from sale of loans receivable 651,014 --
Net additions to premises and equipment (24,046) (254,510)
Proceeds from sale of office building -- 84,000
Capitalized expense on foreclosed real estate (675) --
Proceeds from sale and recovery from insurance on
foreclosed real estate 20,787 134,068
Purchase of Federal Home Loan Bank of New York Stock (188,700) (78,400)
----------- -----------
(16,025,234) (17,487,540)
Cash flow from financing activities:
Increase in deposits 13,654,981 14,867,718
Increase in advance payments by borrowers for taxes
and insurance 175,231 295,709
----------- -----------
Net cash provided by financing activities 13,830,212 15,163,427
----------- -----------
Net increase (decrease) in cash and cash equivalents 156,108 (1,704,804)
Cash and cash equivalents - beginning 5,774,783 7,479,587
----------- -----------
Cash and cash equivalents - ending 5,930,891 5,774,783
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest 9,005,195 8,049,631
=========== ===========
Income taxes, net of refunds 455,900 493,017
=========== ===========
Supplemental disclosure of noncash activities: 204,696 0
=========== ===========
Loan to facilitate the sale of foreclosed real
estate (63,000) 0
=========== ===========
Loan made in conjunction with the sale of office
building 0 75,000
----------- -----------
Inputted interest 0 (13,544)
----------- -----------
0 61,456
=========== ===========
Unrealized gain on securities available for sale:
Unrealized appreciation (depreciation) 274,922 (259,611)
Deferred income taxes (benefit) (99,047) 93,407
----------- -----------
175,875 (166,204)
=========== ===========
- --------------------------------------------------------------------------------
Source: Audited Financial Statements
<PAGE>
Exhibit 5
Selected Data on all Public Thrifts
<TABLE>
<CAPTION>
Corporate
--------------------------------------------------------------------------
Deposit
Number Insurance
of Agency Conversion
Ticker Short Name Exchange City State Offices IPO Date (BIF/SAIF) Type
- -------------------------------------- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
%CAL California Federal Bank Private San Francisco CA 227 NA SAIF Not Avail.
%CCMD Chevy Chase Bank, FSB Private Chevy Chase MD 128 NA SAIF Not Avail.
AABC Access Anytime Bancorp Inc. NASDAQ Clovis NM 3 08/08/86 SAIF Regular
AADV Advantage Bancorp Inc. NASDAQ Kenosha WI 15 03/23/92 SAIF Regular
ABBK Abington Bancorp Inc. NASDAQ Abington MA 8 06/10/86 BIF Regular
ABCL Alliance Bancorp Inc. NASDAQ Hinsdale IL 14 07/07/92 SAIF Regular
ABCW Anchor BanCorp Wisconsin NASDAQ Madison WI 35 07/16/92 SAIF Regular
AFBC Advance Financial Bancorp NASDAQ Wellsburg WV 2 01/02/97 SAIF Regular
AFCB Affiliated Community Bancorp NASDAQ Waltham MA 12 10/19/95 SAIF Not Avail.
AFED AFSALA Bancorp Inc. NASDAQ Amsterdam NY 6 10/01/96 SAIF Regular
AHCI Ambanc Holding Co. NASDAQ Amsterdam NY 12 12/27/95 BIF Regular
AHM H.F. Ahmanson & Co. NYSE Irwindale CA 462 10/25/72 SAIF Regular
ALBC Albion Banc Corp. NASDAQ Albion NY 2 07/26/93 SAIF Regular
ALBK ALBANK Financial Corp. NASDAQ Albany NY 109 04/01/92 SAIF Regular
AMFC AMB Financial Corp. NASDAQ Munster IN 4 04/01/96 SAIF Regular
ANA Acadiana Bancshares Inc. AMSE Lafayette LA 5 07/16/96 SAIF Regular
ANDB Andover Bancorp Inc. NASDAQ Andover MA 12 05/08/86 BIF Regular
ANE Alliance Bncp of New England AMSE Vernon CT 7 12/19/86 BIF Regular
ASBI Ameriana Bancorp NASDAQ New Castle IN 9 03/02/87 SAIF Regular
ASBP ASB Financial Corp. NASDAQ Portsmouth OH 1 05/11/95 SAIF Regular
ASFC Astoria Financial Corp. NASDAQ Lake Success NY 61 11/18/93 SAIF Regular
ATSB AmTrust Capital Corp. NASDAQ Peru IN 2 03/28/95 SAIF Regular
AVND Avondale Financial Corp. NASDAQ Chicago IL 5 04/07/95 SAIF Regular
BANC BankAtlantic Bancorp Inc. NASDAQ Fort Lauderdale FL 65 11/29/83 SAIF Regular
BDJI First Federal Bancorp. NASDAQ Bemidji MN 5 04/04/95 SAIF Regular
BFD BostonFed Bancorp Inc. AMSE Burlington MA 10 10/24/95 SAIF Regular
BFFC Big Foot Financial Corp. NASDAQ Long Grove IL 3 12/20/96 SAIF Regular
BFSB Bedford Bancshares Inc. NASDAQ Bedford VA 3 08/22/94 SAIF Regular
BKC American Bank of Connecticut AMSE Waterbury CT 14 12/01/81 BIF Regular
BKCT Bancorp Connecticut Inc. NASDAQ Southington CT 3 07/03/86 BIF Regular
BKUNA BankUnited Financial Corp. NASDAQ Coral Gables FL 18 12/11/85 SAIF Regular
BNKU Bank United Corp. NASDAQ Houston TX 80 08/09/96 SAIF Not Avail.
BPLS Bank Plus Corp. NASDAQ Los Angeles CA 38 NA SAIF Not Avail.
BTHL Bethel Bancorp NASDAQ Portland ME 8 08/19/87 BIF Regular
BVCC Bay View Capital Corp. NASDAQ San Mateo CA 63 05/09/86 SAIF Regular
BWFC Bank West Financial Corp. NASDAQ Grand Rapids MI 3 03/30/95 SAIF Regular
BYFC Broadway Financial Corp. NASDAQ Los Angeles CA 3 01/09/96 SAIF Regular
CAFI Camco Financial Corp. NASDAQ Cambridge OH 13 NA SAIF Not Avail.
CAPS Capital Savings Bancorp Inc. NASDAQ Jefferson City MO 8 12/29/93 SAIF Regular
CASB Cascade Financial Corp. NASDAQ Everett WA 11 09/16/92 SAIF Regular
CASH First Midwest Financial Inc. NASDAQ Storm Lake IA 13 09/20/93 SAIF Regular
CATB Catskill Financial Corp. NASDAQ Catskill NY 4 04/18/96 BIF Regular
CBCI Calumet Bancorp Inc. NASDAQ Dolton IL 5 02/20/92 SAIF Regular
CBES CBES Bancorp Inc. NASDAQ Excelsior Springs MO 2 09/30/96 SAIF Regular
CBK Citizens First Financial Corp. AMSE Bloomington IL 6 05/01/96 SAIF Regular
CBSA Coastal Bancorp Inc. NASDAQ Houston TX 37 NA SAIF Not Avail.
CBSB Charter Financial Inc. NASDAQ Sparta IL 8 12/29/95 SAIF Not Avail.
CCFH CCF Holding Co. NASDAQ Jonesboro GA 5 07/12/95 SAIF Regular
CEBK Central Co-operative Bank NASDAQ Somerville MA 8 10/24/86 BIF Regular
CENB Century Bancorp Inc. NASDAQ Thomasville NC 1 12/23/96 SAIF Regular
CENF CENFED Financial Corp. NASDAQ Pasadena CA 18 10/25/91 SAIF Regular
CFB Commercial Federal Corp. NYSE Omaha NE 164 12/31/84 SAIF Regular
CFBC Community First Banking Co. NASDAQ Carrollton GA 12 07/01/97 SAIF Regular
CFCP Coastal Financial Corp. NASDAQ Myrtle Beach SC 10 09/26/90 SAIF Regular
CFFC Community Financial Corp. NASDAQ Staunton VA 4 03/30/88 SAIF Regular
CFNC Carolina Fincorp Inc. NASDAQ Rockingham NC 4 11/25/96 SAIF Regular
CFSB CFSB Bancorp Inc. NASDAQ Lansing MI 17 06/22/90 SAIF Regular
CFTP Community Federal Bancorp NASDAQ Tupelo MS 2 03/26/96 SAIF Regular
CFX CFX Corp. AMSE Keene NH 43 02/12/87 BIF Regular
CIBI Community Investors Bancorp NASDAQ Bucyrus OH 3 02/07/95 SAIF Regular
CKFB CKF Bancorp Inc. NASDAQ Danville KY 1 01/04/95 SAIF Regular
CLAS Classic Bancshares Inc. NASDAQ Ashland KY 3 12/29/95 SAIF Regular
CMRN Cameron Financial Corp NASDAQ Cameron MO 4 04/03/95 SAIF Regular
CMSB Commonwealth Bancorp Inc. NASDAQ Norristown PA 56 06/17/96 SAIF Not Avail.
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
Corporate
--------------------------------------------------------------------------
Deposit
Number Insurance
of Agency Conversion
Ticker Short Name Exchange City State Offices IPO Date (BIF/SAIF) Type
- -------------------------------------- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CMSV Community Savings Bnkshrs(MHC) NASDAQ North Palm Beach FL 21 10/24/94 SAIF Mutual HC
CNIT CENIT Bancorp Inc. NASDAQ Norfolk VA 20 08/06/92 SAIF Regular
CNSB CNS Bancorp Inc. NASDAQ Jefferson City MO 5 06/12/96 SAIF Regular
CNY Carver Bancorp Inc. AMSE New York NY 7 10/25/94 SAIF Regular
COFI Charter One Financial NASDAQ Cleveland OH 220 01/22/88 SAIF Regular
CONE Conestoga Bancorp, Inc. NASDAQ Roslyn NY 8 03/30/94 SAIF Regular
COOP Cooperative Bankshares Inc. NASDAQ Wilmington NC 16 08/21/91 SAIF Regular
CRSB Crusader Holding Corp. NASDAQ Philadelphia PA 2 NA SAIF Not Avail.
CRZY Crazy Woman Creek Bancorp NASDAQ Buffalo WY 1 03/29/96 SAIF Regular
CSBF CSB Financial Group Inc. NASDAQ Centralia IL 2 10/09/95 SAIF Regular
CTZN CitFed Bancorp Inc. NASDAQ Dayton OH 36 01/23/92 SAIF Regular
CVAL Chester Valley Bancorp Inc. NASDAQ Downingtown PA 7 03/27/87 SAIF Regular
DCBI Delphos Citizens Bancorp Inc. NASDAQ Delphos OH 1 11/21/96 SAIF Regular
DIBK Dime Financial Corp. NASDAQ Wallingford CT 11 07/09/86 BIF Regular
DIME Dime Community Bancorp Inc. NASDAQ Brooklyn NY 15 06/26/96 BIF Regular
DME Dime Bancorp Inc. NYSE New York NY 91 08/19/86 BIF Regular
DNFC D & N Financial Corp. NASDAQ Hancock MI 36 02/13/85 SAIF Regular
DSL Downey Financial Corp. NYSE Newport Beach CA 86 01/01/71 SAIF Not Avail.
EBI Equality Bancorp Inc. AMSE St. Louis MO 3 12/02/97 SAIF Mutual HC
EBSI Eagle Bancshares NASDAQ Tucker GA 14 04/01/86 SAIF Regular
EFBC Empire Federal Bancorp Inc. NASDAQ Livingston MT 3 01/27/97 SAIF Regular
EFBI Enterprise Federal Bancorp NASDAQ West Chester OH 7 10/17/94 SAIF Regular
EGFC Eagle Financial Corp. NASDAQ Bristol CT 30 02/03/87 SAIF Regular
EGLB Eagle BancGroup Inc. NASDAQ Bloomington IL 3 07/01/96 SAIF Regular
EMLD Emerald Financial Corp. NASDAQ Strongsville OH 14 NA SAIF Regular
EQSB Equitable Federal Savings Bank NASDAQ Wheaton MD 4 09/10/93 SAIF Supervisory
ESBK Elmira Savings Bank (The) NASDAQ Elmira NY 6 03/01/85 BIF Regular
ESX Essex Bancorp Inc. AMSE Norfolk VA 4 07/18/90 SAIF Not Avail.
ETFS East Texas Financial Services NASDAQ Tyler TX 2 01/10/95 SAIF Regular
FAB FIRSTFED AMERICA BANCORP INC. AMSE Swansea MA 13 01/15/97 SAIF Regular
FBBC First Bell Bancorp Inc. NASDAQ Pittsburgh PA 7 06/29/95 SAIF Regular
FBCI Fidelity Bancorp Inc. NASDAQ Chicago IL 5 12/15/93 SAIF Regular
FBCV 1ST Bancorp NASDAQ Vincennes IN 2 04/07/87 SAIF Regular
FBER 1st Bergen Bancorp NASDAQ Wood-Ridge NJ 4 04/01/96 SAIF Regular
FBHC Fort Bend Holding Corp. NASDAQ Rosenberg TX 6 06/30/93 SAIF Regular
FBNW FirstBank Corp. NASDAQ Lewiston ID 6 07/02/97 SAIF Regular
FBSI First Bancshares Inc. NASDAQ Mountain Grove MO 6 12/22/93 SAIF Regular
FCB Falmouth Bancorp Inc. AMSE Falmouth MA 3 03/28/96 BIF Regular
FCBF FCB Financial Corp. NASDAQ Oshkosh WI 13 09/24/93 SAIF Regular
FCME First Coastal Corp. NASDAQ Westbrook ME 7 NA BIF Not Avail.
FDEF First Defiance Financial NASDAQ Defiance OH 10 10/02/95 SAIF Not Avail.
FED FirstFed Financial Corp. NYSE Santa Monica CA 24 12/16/83 SAIF Regular
FESX First Essex Bancorp Inc. NASDAQ Andover MA 15 08/04/87 BIF Regular
FFBA First Colorado Bancorp Inc. NASDAQ Lakewood CO 27 01/02/96 SAIF Not Avail.
FFBH First Federal Bancshares of AR NASDAQ Harrison AR 14 05/03/96 SAIF Regular
FFBI First Financial Bancorp Inc. NASDAQ Belvidere IL 2 10/04/93 SAIF Regular
FFBS FFBS BanCorp Inc. NASDAQ Columbus MS 3 07/01/93 SAIF Regular
FFBZ First Federal Bancorp Inc. NASDAQ Zanesville OH 6 07/13/92 SAIF Regular
FFCH First Financial Holdings Inc. NASDAQ Charleston SC 34 11/10/83 SAIF Regular
FFDB FirstFed Bancorp Inc. NASDAQ Bessemer AL 8 11/19/91 SAIF Regular
FFDF FFD Financial Corp. NASDAQ Dover OH 1 04/03/96 SAIF Regular
FFED Fidelity Federal Bancorp NASDAQ Evansville IN 4 08/31/87 SAIF Regular
FFES First Federal of East Hartford NASDAQ East Hartford CT 12 06/23/87 SAIF Regular
FFFC FFVA Financial Corp. NASDAQ Lynchburg VA 12 10/12/94 SAIF Regular
FFFD North Central Bancshares Inc. NASDAQ Fort Dodge IA 7 03/21/96 SAIF Not Avail.
FFFL Fidelity Bankshares Inc. (MHC) NASDAQ West Palm Beach FL 21 01/07/94 SAIF Mutual HC
FFHH FSF Financial Corp. NASDAQ Hutchinson MN 11 10/07/94 SAIF Regular
FFHS First Franklin Corp. NASDAQ Cincinnati OH 7 01/26/88 SAIF Regular
FFIC Flushing Financial Corp. NASDAQ Flushing NY 7 11/21/95 BIF Regular
FFKY First Federal Financial Corp. NASDAQ Elizabethtown KY 8 07/15/87 SAIF Regular
FFLC FFLC Bancorp Inc. NASDAQ Leesburg FL 9 01/04/94 SAIF Regular
FFOH Fidelity Financial of Ohio NASDAQ Cincinnati OH 12 03/04/96 SAIF Not Avail.
FFPB First Palm Beach Bancorp Inc. NASDAQ West Palm Beach FL 48 09/29/93 SAIF Regular
FFSL First Independence Corp. NASDAQ Independence KS 2 10/08/93 SAIF Regular
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Corporate
--------------------------------------------------------------------------
Deposit
Number Insurance
of Agency Conversion
Ticker Short Name Exchange City State Offices IPO Date (BIF/SAIF) Type
- -------------------------------------- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
FFSX First Fed SB of Siouxland(MHC) NASDAQ Sioux City IA 13 07/13/92 SAIF Mutual HC
FFWC FFW Corp. NASDAQ Wabash IN 4 04/05/93 SAIF Regular
FFWD Wood Bancorp Inc. NASDAQ Bowling Green OH 7 08/31/93 SAIF Regular
FFYF FFY Financial Corp. NASDAQ Youngstown OH 10 06/28/93 SAIF Regular
FGHC First Georgia Holding Inc. NASDAQ Brunswick GA 7 02/11/87 SAIF Regular
FIBC Financial Bancorp Inc. NASDAQ Long Island City NY 5 08/17/94 SAIF Regular
FISB First Indiana Corp. NASDAQ Indianapolis IN 26 08/02/83 SAIF Regular
FKFS First Keystone Financial NASDAQ Media PA 6 01/26/95 SAIF Regular
FKKY Frankfort First Bancorp Inc. NASDAQ Frankfort KY 3 07/10/95 SAIF Regular
FLAG FLAG Financial Corp. NASDAQ LaGrange GA 4 12/11/86 SAIF Regular
FLFC First Liberty Financial Corp. NASDAQ Macon GA 31 12/06/83 SAIF Regular
FLGS Flagstar Bancorp Inc. NASDAQ Bloomfield Hills MI 19 NA SAIF Not Avail.
FLKY First Lancaster Bancshares NASDAQ Lancaster KY 1 07/01/96 SAIF Regular
FMBD First Mutual Bancorp Inc. NASDAQ Decatur IL 14 07/05/95 SAIF Regular
FMCO FMS Financial Corp. NASDAQ Burlington NJ 20 12/14/88 SAIF Regular
FMSB First Mutual Savings Bank NASDAQ Bellevue WA 8 12/17/85 BIF Regular
FNGB First Northern Capital Corp. NASDAQ Green Bay WI 19 12/29/83 SAIF Regular
FOBC Fed One Bancorp NASDAQ Wheeling WV 12 01/19/95 SAIF Not Avail.
FPRY First Financial Bancorp NASDAQ Tallahassee FL 6 03/29/88 SAIF Regular
FSBI Fidelity Bancorp Inc. NASDAQ Pittsburgh PA 8 06/24/88 SAIF Regular
FSFF First SecurityFed Financial NASDAQ Chicago IL 5 10/31/97 SAIF Regular
FSLA First Savings Bank (MHC) NASDAQ Woodbridge NJ 17 07/10/92 SAIF Mutual HC
FSNJ Bayonne Bancshares Inc. NASDAQ Bayonne NJ 4 08/22/97 SAIF Not Avail.
FSPG First Home Bancorp Inc. NASDAQ Pennsville NJ 10 04/20/87 SAIF Regular
FSPT FirstSpartan Financial Corp. NASDAQ Spartanburg SC 7 07/09/97 SAIF Regular
FSSB First FS&LA of San Bernardino NASDAQ San Bernardino CA 4 02/02/93 SAIF Regular
FSTC First Citizens Corp. NASDAQ Newnan GA 9 03/01/86 SAIF Regular
FTF Texarkana First Financial Corp AMSE Texarkana AR 5 07/07/95 SAIF Regular
FTFC First Federal Capital Corp. NASDAQ La Crosse WI 50 11/02/89 SAIF Regular
FTNB Fulton Bancorp Inc. NASDAQ Fulton MO 2 10/18/96 SAIF Regular
FTSB Fort Thomas Financial Corp. NASDAQ Fort Thomas KY 2 06/28/95 SAIF Regular
FWWB First SB of Washington Bancorp NASDAQ Walla Walla WA 20 11/01/95 SAIF Regular
GAF GA Financial Inc. AMSE Pittsburgh PA 13 03/26/96 SAIF Regular
GDVS Greater Delaware Valley (MHC) NASDAQ Broomall PA 7 03/03/95 SAIF Mutual HC
GDW Golden West Financial NYSE Oakland CA 250 05/29/59 SAIF Not Avail.
GFCO Glenway Financial Corp. NASDAQ Cincinnati OH 5 11/30/90 SAIF Regular
GFED Guaranty Federal Bcshs Inc. NASDAQ Springfield MO 5 12/31/97 SAIF Mutual HC
GFSB GFS Bancorp Inc. NASDAQ Grinnell IA 1 01/06/94 SAIF Regular
GLMR Gilmer Financial Svcs, Inc. NASDAQ Gilmer TX 1 02/09/95 SAIF Regular
GOSB GSB Financial Corp. NASDAQ Goshen NY 2 07/09/97 BIF Regular
GPT GreenPoint Financial Corp. NYSE New York NY 74 01/28/94 BIF Regular
GSB Golden State Bancorp Inc. NYSE Glendale CA 181 10/01/83 SAIF Regular
GSBC Great Southern Bancorp Inc. NASDAQ Springfield MO 25 12/14/89 SAIF Regular
GSFC Green Street Financial Corp. NASDAQ Fayetteville NC 3 04/04/96 SAIF Regular
GSLA GS Financial Corp. NASDAQ Metairie LA 3 04/01/97 SAIF Regular
GTPS Great American Bancorp NASDAQ Champaign IL 3 06/30/95 SAIF Regular
GUPB GFSB Bancorp Inc. NASDAQ Gallup NM 1 06/30/95 SAIF Regular
HALL Hallmark Capital Corp. NASDAQ West Allis WI 3 01/03/94 SAIF Regular
HARB Harbor Florida Bancorp (MHC) NASDAQ Fort Pierce FL 24 01/06/94 SAIF Mutual HC
HARL Harleysville Savings Bank NASDAQ Harleysville PA 4 08/04/87 SAIF Regular
HARS Harris Financial Inc. (MHC) NASDAQ Harrisburg PA 34 01/25/94 SAIF Mutual HC
HAVN Haven Bancorp Inc. NASDAQ Woodhaven NY 40 09/23/93 SAIF Regular
HBBI Home Building Bancorp NASDAQ Washington IN 2 02/08/95 SAIF Regular
HBEI Home Bancorp of Elgin Inc. NASDAQ Elgin IL 4 09/27/96 SAIF Regular
HBFW Home Bancorp NASDAQ Fort Wayne IN 9 03/30/95 SAIF Regular
HBNK Highland Bancorp Inc. NASDAQ Burbank CA 7 NA SAIF Not Avail.
HBS Haywood Bancshares Inc. AMSE Waynesville NC 4 12/18/87 BIF Not Avail.
HCBB HCB Bancshares Inc. NASDAQ Camden AR 7 05/07/97 SAIF Regular
HCBC High Country Bancorp Inc. NASDAQ Salida CO 3 12/10/97 SAIF Regular
HCFC Home City Financial Corp. NASDAQ Springfield OH 1 12/30/96 SAIF Regular
HEMT HF Bancorp Inc. NASDAQ Hemet CA 19 06/30/95 SAIF Regular
HFBC HopFed Bancorp Inc. NASDAQ Hopkinsville KY 5 02/09/98 SAIF Regular
HFFB Harrodsburg First Fin Bancorp NASDAQ Harrodsburg KY 2 10/04/95 SAIF Regular
HFFC HF Financial Corp. NASDAQ Sioux Falls SD 19 04/08/92 SAIF Regular
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Corporate
--------------------------------------------------------------------------
Deposit
Number Insurance
of Agency Conversion
Ticker Short Name Exchange City State Offices IPO Date (BIF/SAIF) Type
- -------------------------------------- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
HFGI Harrington Financial Group NASDAQ Richmond IN 5 NA SAIF Not Avail.
HFNC HFNC Financial Corp. NASDAQ Charlotte NC 10 12/29/95 SAIF Regular
HFSA Hardin Bancorp Inc. NASDAQ Hardin MO 3 09/29/95 SAIF Regular
HFWA Heritage Financial Corp. NASDAQ Olympia WA 10 01/09/98 SAIF Mutual HC
HHFC Harvest Home Financial Corp. NASDAQ Cheviot OH 3 10/10/94 SAIF Regular
HIFS Hingham Instit. for Savings NASDAQ Hingham MA 5 12/20/88 BIF Regular
HMLK Hemlock Federal Financial Corp NASDAQ Oak Forest IL 3 04/02/97 SAIF Regular
HMNF HMN Financial Inc. NASDAQ Spring Valley MN 10 06/30/94 SAIF Regular
HOMF Home Federal Bancorp NASDAQ Seymour IN 16 01/23/88 SAIF Regular
HPBC Home Port Bancorp Inc. NASDAQ Nantucket MA 2 08/25/88 BIF Regular
HRBF Harbor Federal Bancorp Inc. NASDAQ Baltimore MD 9 08/12/94 SAIF Regular
HRZB Horizon Financial Corp. NASDAQ Bellingham WA 12 08/01/86 BIF Regular
HTHR Hawthorne Financial Corp. NASDAQ El Segundo CA 6 NA SAIF Not Avail.
HWEN Home Financial Bancorp NASDAQ Spencer IN 1 07/02/96 SAIF Regular
HZFS Horizon Financial Svcs Corp. NASDAQ Oskaloosa IA 3 06/30/94 SAIF Regular
IBSF IBS Financial Corp. NASDAQ Cherry Hill NJ 10 10/13/94 SAIF Regular
IFSB Independence Federal Svgs Bank NASDAQ Washington DC 2 06/06/85 SAIF Regular
INBI Industrial Bancorp Inc. NASDAQ Bellevue OH 10 08/01/95 SAIF Regular
INCB Indiana Community Bank SB NASDAQ Lebanon IN 4 12/15/94 SAIF Regular
IPSW Ipswich Savings Bank NASDAQ Ipswich MA 6 05/26/93 BIF Regular
ITLA ITLA Capital Corp. NASDAQ La Jolla CA 6 10/24/95 BIF Not Avail.
IWBK InterWest Bancorp Inc. NASDAQ Oak Harbor WA 42 NA SAIF Not Avail.
JOAC Joachim Bancorp Inc. NASDAQ De Soto MO 1 12/28/95 SAIF Regular
JSB JSB Financial Inc. NYSE Lynbrook NY 13 06/27/90 BIF Regular
JSBA Jefferson Savings Bancorp NASDAQ Ballwin MO 31 04/08/93 SAIF Regular
JXSB Jacksonville Savings Bk (MHC) NASDAQ Jacksonville IL 5 04/21/95 SAIF Mutual HC
JXVL Jacksonville Bancorp Inc. NASDAQ Jacksonville TX 7 04/01/96 SAIF Not Avail.
KFBI Klamath First Bancorp NASDAQ Klamath Falls OR 33 10/05/95 SAIF Regular
KNK Kankakee Bancorp Inc. AMSE Kankakee IL 9 01/06/93 SAIF Regular
KSAV KS Bancorp Inc. NASDAQ Kenly NC 5 12/30/93 SAIF Regular
KSBK KSB Bancorp Inc. NASDAQ Kingfield ME 8 06/24/93 BIF Regular
KYF Kentucky First Bancorp Inc. AMSE Cynthiana KY 2 08/29/95 SAIF Regular
LARK Landmark Bancshares Inc. NASDAQ Dodge City KS 5 03/28/94 SAIF Regular
LARL Laurel Capital Group Inc. NASDAQ Allison Park PA 6 02/20/87 SAIF Regular
LFBI Little Falls Bancorp Inc. NASDAQ Little Falls NJ 6 01/05/96 SAIF Regular
LFCO Life Financial Corp. NASDAQ Riverside CA 5 NA SAIF Not Avail.
LFED Leeds Federal Bankshares (MHC) NASDAQ Baltimore MD 1 05/02/94 SAIF Mutual HC
LISB Long Island Bancorp Inc. NASDAQ Melville NY 35 04/18/94 SAIF Regular
LOGN Logansport Financial Corp. NASDAQ Logansport IN 1 06/14/95 SAIF Regular
LONF London Financial Corp. NASDAQ London OH 1 04/01/96 SAIF Regular
LSBI LSB Financial Corp. NASDAQ Lafayette IN 4 02/03/95 BIF Regular
LSBX Lawrence Savings Bank NASDAQ North Andover MA 5 05/02/86 BIF Regular
LVSB Lakeview Financial NASDAQ Paterson NJ 8 12/22/93 SAIF Regular
LXMO Lexington B&L Financial Corp. NASDAQ Lexington MO 1 06/06/96 SAIF Regular
MAFB MAF Bancorp Inc. NASDAQ Clarendon Hills IL 22 01/12/90 SAIF Regular
MARN Marion Capital Holdings NASDAQ Marion IN 4 03/18/93 SAIF Regular
MASB MASSBANK Corp. NASDAQ Reading MA 15 05/28/86 BIF Regular
MBB MSB Bancorp Inc. AMSE Goshen NY 16 09/03/92 BIF Regular
MBBC Monterey Bay Bancorp Inc. NASDAQ Watsonville CA 7 02/15/95 SAIF Regular
MBLF MBLA Financial Corp. NASDAQ Macon MO 2 06/24/93 SAIF Regular
MBSP Mitchell Bancorp Inc. NASDAQ Spruce Pine NC 1 07/12/96 SAIF Regular
MCBN Mid-Coast Bancorp Inc. NASDAQ Waldoboro ME 2 11/02/89 SAIF Regular
MDBK Medford Bancorp Inc. NASDAQ Medford MA 16 03/18/86 BIF Regular
MECH MECH Financial Inc. NASDAQ Hartford CT 14 06/26/96 BIF Regular
MERI Meritrust Federal SB NASDAQ Thibodaux LA 8 NA SAIF Not Avail.
METF Metropolitan Financial Corp. NASDAQ Mayfield Heights OH 15 NA SAIF Not Avail.
MFBC MFB Corp. NASDAQ Mishawaka IN 5 03/25/94 SAIF Regular
MFFC Milton Federal Financial Corp. NASDAQ West Milton OH 3 10/07/94 SAIF Regular
MFLR Mayflower Co-operative Bank NASDAQ Middleboro MA 4 12/23/87 BIF Regular
MFSL Maryland Federal Bancorp NASDAQ Hyattsville MD 27 06/02/87 SAIF Regular
MIFC Mid-Iowa Financial Corp. NASDAQ Newton IA 7 10/14/92 SAIF Regular
MIVI Mississippi View Holding Co. NASDAQ Little Falls MN 1 03/24/95 SAIF Regular
MONT Montgomery Financial Corp. NASDAQ Crawfordsville IN 4 07/01/97 SAIF Not Avail.
MRKF Market Financial Corp. NASDAQ Mount Healthy OH 2 03/27/97 SAIF Regular
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Corporate
--------------------------------------------------------------------------
Deposit
Number Insurance
of Agency Conversion
Ticker Short Name Exchange City State Offices IPO Date (BIF/SAIF) Type
- -------------------------------------- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MSBF MSB Financial Inc. NASDAQ Marshall MI 2 02/06/95 SAIF Regular
MSBK Mutual Savings Bank FSB NASDAQ Bay City MI 22 07/17/92 SAIF Regular
MWBI Midwest Bancshares Inc. NASDAQ Burlington IA 5 11/12/92 SAIF Regular
MWBX MetroWest Bank NASDAQ Framingham MA 13 10/10/86 BIF Regular
MWFD Midwest Federal Financial NASDAQ Baraboo WI 9 07/08/92 SAIF Regular
MYST Mystic Financial Inc. NASDAQ Medford MA 3 01/09/98 BIF Regular
NASB North American Savings Bank NASDAQ Grandview MO 7 09/27/85 SAIF Not Avail.
NBN Northeast Bancorp AMSE Auburn ME 12 08/19/87 BIF Regular
NBSI North Bancshares Inc. NASDAQ Chicago IL 2 12/21/93 SAIF Regular
NEIB Northeast Indiana Bancorp NASDAQ Huntington IN 3 06/28/95 SAIF Regular
NHTB New Hampshire Thrift Bncshrs NASDAQ Newport NH 11 05/22/86 SAIF Regular
NMSB NewMil Bancorp Inc. NASDAQ New Milford CT 15 02/01/86 BIF Regular
NSLB NS&L Bancorp Inc. NASDAQ Neosho MO 2 06/08/95 SAIF Regular
NSSY NSS Bancorp Inc. NASDAQ Norwalk CT 8 06/16/94 BIF Regular
NTBK Net.B@nk Inc. NASDAQ Atlanta GA NA NA SAIF Not Avail.
NTMG Nutmeg Federal S&LA NASDAQ Danbury CT 3 NA SAIF Not Avail.
NWEQ Northwest Equity Corp. NASDAQ Amery WI 3 10/11/94 SAIF Regular
NWSB Northwest Bancorp Inc. (MHC) NASDAQ Warren PA 67 11/07/94 SAIF Mutual HC
NYB New York Bancorp Inc. NYSE Douglaston NY 36 01/28/88 SAIF Regular
OCFC Ocean Financial Corp. NASDAQ Toms River NJ 10 07/03/96 SAIF Regular
OCN Ocwen Financial Corp. NYSE West Palm Beach FL 1 NA SAIF Not Avail.
OFCP Ottawa Financial Corp. NASDAQ Holland MI 26 08/19/94 SAIF Regular
OHSL OHSL Financial Corp. NASDAQ Cincinnati OH 5 02/10/93 SAIF Regular
OSFS Ohio State Financial Services NASDAQ Bridgeport OH 2 09/29/97 SAIF Regular
OTFC Oregon Trail Financial Corp. NASDAQ Baker City OR 7 10/06/97 SAIF Regular
PBCI Pamrapo Bancorp Inc. NASDAQ Bayonne NJ 9 11/14/89 SAIF Regular
PBCT People's Bank (MHC) NASDAQ Bridgeport CT 128 07/06/88 BIF Mutual HC
PBHC Pathfinder Bancorp Inc. (MHC) NASDAQ Oswego NY 5 11/16/95 BIF Mutual HC
PBKB People's Bancshares Inc. NASDAQ New Bedford MA 14 10/30/86 BIF Regular
PCBC Perry County Financial Corp. NASDAQ Perryville MO 1 02/13/95 SAIF Regular
PDB Piedmont Bancorp Inc. AMSE Hillsborough NC 1 12/08/95 SAIF Regular
PEDE Great Pee Dee Bancorp NASDAQ Cheraw SC 1 12/31/97 SAIF Regular
PEEK Peekskill Financial Corp. NASDAQ Peekskill NY 3 12/29/95 SAIF Regular
PERM Permanent Bancorp Inc. NASDAQ Evansville IN 11 04/04/94 SAIF Regular
PERT Perpetual Bank (MHC) NASDAQ Anderson SC 6 10/26/93 SAIF Mutual HC
PFDC Peoples Bancorp NASDAQ Auburn IN 7 07/07/87 SAIF Regular
PFED Park Bancorp Inc. NASDAQ Chicago IL 3 08/12/96 SAIF Regular
PFFB PFF Bancorp Inc. NASDAQ Pomona CA 23 03/29/96 SAIF Regular
PFFC Peoples Financial Corp. NASDAQ Massillon OH 2 09/13/96 SAIF Regular
PFNC Progress Financial Corp. NASDAQ Blue Bell PA 10 07/18/83 SAIF Regular
PFSB PennFed Financial Services Inc NASDAQ West Orange NJ 18 07/15/94 SAIF Regular
PFSL Pocahontas FS&LA (MHC) NASDAQ Pocahontas AR 6 04/05/94 SAIF Mutual HC
PHBK Peoples Heritage Finl Group NASDAQ Portland ME 142 12/04/86 BIF Regular
PHFC Pittsburgh Home Financial Corp NASDAQ Pittsburgh PA 8 04/01/96 SAIF Regular
PHSB Peoples Home Savings Bk (MHC) NASDAQ Beaver Falls PA 9 07/10/97 SAIF Mutual HC
PKPS Poughkeepsie Financial Corp. NASDAQ Poughkeepsie NY 16 11/19/85 SAIF Regular
PLSK Pulaski Savings Bank (MHC) NASDAQ Springfield NJ 6 04/03/97 SAIF Mutual HC
PMFI Perpetual Midwest Financial NASDAQ Cedar Rapids IA 5 03/31/94 SAIF Regular
PRBC Prestige Bancorp Inc. NASDAQ Pleasant Hills PA 5 06/27/96 SAIF Regular
PROV Provident Financial Holdings NASDAQ Riverside CA 10 06/28/96 SAIF Regular
PSBK Progressive Bank Inc. NASDAQ Fishkill NY 17 08/01/84 BIF Regular
PSFC Peoples-Sidney Financial Corp. NASDAQ Sidney OH 1 04/28/97 SAIF Regular
PSFI PS Financial Inc. NASDAQ Chicago IL 1 11/27/96 SAIF Regular
PTRS Potters Financial Corp. NASDAQ East Liverpool OH 4 12/31/93 SAIF Regular
PULB Pulaski Bank, Svgs Bank (MHC) NASDAQ St. Louis MO 5 05/11/94 SAIF Mutual HC
PULS Pulse Bancorp NASDAQ South River NJ 5 09/18/86 SAIF Regular
PVFC PVF Capital Corp. NASDAQ Bedford Heights OH 9 12/30/92 SAIF Supervisory
PVSA Parkvale Financial Corp. NASDAQ Monroeville PA 29 07/16/87 SAIF Regular
PWBC PennFirst Bancorp Inc. NASDAQ Ellwood City PA 11 06/13/90 SAIF Regular
PWBK Pennwood Bancorp Inc. NASDAQ Pittsburgh PA 3 07/15/96 SAIF Regular
QCBC Quaker City Bancorp Inc. NASDAQ Whittier CA 8 12/30/93 SAIF Regular
QCFB QCF Bancorp Inc. NASDAQ Virginia MN 2 04/03/95 SAIF Regular
QCSB Queens County Bancorp Inc. NASDAQ Flushing NY 11 11/23/93 BIF Regular
RARB Raritan Bancorp Inc. NASDAQ Bridgewater NJ 7 03/01/87 BIF Regular
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Corporate
--------------------------------------------------------------------------
Deposit
Number Insurance
of Agency Conversion
Ticker Short Name Exchange City State Offices IPO Date (BIF/SAIF) Type
- -------------------------------------- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
RCBK Richmond County Financial Corp NASDAQ Staten Island NY 13 02/18/98 SAIF Regular
REDF RedFed Bancorp Inc. NASDAQ Redlands CA 14 04/08/94 SAIF Regular
RELI Reliance Bancshares Inc. NASDAQ Milwaukee WI 1 04/19/96 SAIF Regular
RELY Reliance Bancorp Inc. NASDAQ Garden City NY 30 03/31/94 SAIF Regular
RIVR River Valley Bancorp NASDAQ Madison IN 6 12/20/96 SAIF Regular
ROSE TR Financial Corp. NASDAQ Garden City NY 15 06/29/93 BIF Regular
RSLN Roslyn Bancorp Inc. NASDAQ Roslyn NY 8 01/13/97 BIF Regular
RVSB Riverview Bancorp Inc. NASDAQ Camas WA 9 10/01/97 SAIF Regular
SBFL SB of the Finger Lakes (MHC) NASDAQ Geneva NY 5 11/11/94 SAIF Mutual HC
SBOS Boston Bancorp (The) NASDAQ South Boston MA 7 11/09/83 BIF Regular
SCBS Southern Community Bancshares NASDAQ Cullman AL 1 12/23/96 SAIF Regular
SCCB S. Carolina Community Bancshrs NASDAQ Winnsboro SC 3 07/07/94 SAIF Regular
SFED SFS Bancorp Inc. NASDAQ Schenectady NY 4 06/30/95 SAIF Regular
SFFC StateFed Financial Corp. NASDAQ Des Moines IA 2 01/05/94 SAIF Regular
SFIN Statewide Financial Corp. NASDAQ Jersey City NJ 16 10/02/95 SAIF Regular
SFSB SuburbFed Financial Corp. NASDAQ Flossmoor IL 12 03/04/92 SAIF Regular
SFSL Security First Corp. NASDAQ Mayfield Heights OH 14 01/22/88 SAIF Regular
SGVB SGV Bancorp Inc. NASDAQ West Covina CA 8 06/29/95 SAIF Regular
SHEN First Shenango Bancorp Inc. NASDAQ New Castle PA 4 04/06/93 SAIF Regular
SHSB SHS Bancorp Inc. NASDAQ Pittsburgh PA 3 10/01/97 SAIF Regular
SIB Staten Island Bancorp Inc. NYSE Staten Island NY 17 12/22/97 BIF Regular
SISB SIS Bancorp Inc. NASDAQ Springfield MA 34 02/08/95 BIF Regular
SKAN Skaneateles Bancorp Inc. NASDAQ Skaneateles NY 9 06/02/86 BIF Regular
SKBO First Carnegie Deposit (MHC) NASDAQ Carnegie PA 3 04/04/97 SAIF Mutual HC
SMBC Southern Missouri Bancorp Inc. NASDAQ Poplar Bluff MO 8 04/13/94 SAIF Regular
SOBI Sobieski Bancorp Inc. NASDAQ South Bend IN 3 03/31/95 SAIF Regular
SOPN First Savings Bancorp Inc. NASDAQ Southern Pines NC 5 01/06/94 SAIF Regular
SOSA Somerset Savings Bank NASDAQ Somerville MA 5 07/09/86 BIF Regular
SPBC St. Paul Bancorp Inc. NASDAQ Chicago IL 53 05/18/87 SAIF Regular
SRN Southern Banc Co. AMSE Gadsden AL 4 10/05/95 SAIF Regular
SSB Scotland Bancorp Inc. AMSE Laurinburg NC 2 04/01/96 SAIF Regular
SSFC South Street Financial Corp. NASDAQ Albemarle NC 2 10/03/96 SAIF Regular
SSM Stone Street Bancorp Inc. AMSE Mocksville NC 2 04/01/96 SAIF Regular
STFR St. Francis Capital Corp. NASDAQ Brookfield WI 24 06/21/93 SAIF Regular
STSA Sterling Financial Corp. NASDAQ Spokane WA 41 NA SAIF Not Avail.
SVRN Sovereign Bancorp Inc. NASDAQ Wyomissing PA 179 08/12/86 SAIF Regular
SWBI Southwest Bancshares NASDAQ Hometown IL 6 06/24/92 SAIF Regular
SWCB Sandwich Bancorp Inc. NASDAQ Sandwich MA 11 07/25/86 BIF Regular
SZB SouthFirst Bancshares Inc. AMSE Sylacauga AL 4 02/14/95 SAIF Regular
THR Three Rivers Financial Corp. AMSE Three Rivers MI 4 08/24/95 SAIF Regular
THRD TF Financial Corp. NASDAQ Newtown PA 14 07/13/94 SAIF Regular
TPNZ Tappan Zee Financial Inc. NASDAQ Tarrytown NY 1 10/05/95 SAIF Regular
TRIC Tri-County Bancorp Inc. NASDAQ Torrington WY 2 09/30/93 SAIF Regular
TSBK Timberland Bancorp Inc. NASDAQ Hoquiam WA 8 01/13/98 SAIF Regular
TSBS Peoples Bancorp Inc. (MHC) NASDAQ Lawrenceville NJ 14 08/03/95 BIF Mutual HC
TSH Teche Holding Co. AMSE Franklin LA 9 04/19/95 SAIF Regular
TWIN Twin City Bancorp NASDAQ Bristol TN 3 01/04/95 SAIF Regular
UBMT United Financial Corp. NASDAQ Great Falls MT 4 09/23/86 SAIF Regular
UCBC Union Community Bancorp NASDAQ Crawfordsville IN 1 12/29/97 SAIF Regular
UFRM United Federal Savings Bank NASDAQ Rocky Mount NC 13 07/01/80 SAIF Regular
USAB USABancshares, Inc. NASDAQ Philadelphia PA 1 NA BIF Not Avail.
UTBI United Tennessee Bankshares NASDAQ Newport TN 2 01/05/98 SAIF Regular
VABF Virginia Beach Fed. Financial NASDAQ Virginia Beach VA 14 11/01/80 SAIF Not Avail.
WAMU Washington Mutual Inc. NASDAQ Seattle WA 914 03/11/83 BIF Regular
WAYN Wayne Savings Bancshares (MHC) NASDAQ Wooster OH 6 06/25/93 SAIF Mutual HC
WBST Webster Financial Corp. NASDAQ Waterbury CT 84 12/12/86 SAIF Regular
WCBI Westco Bancorp NASDAQ Westchester IL 1 06/26/92 SAIF Regular
WCFB Webster City Federal SB (MHC) NASDAQ Webster City IA 1 08/15/94 SAIF Mutual HC
WEFC Wells Financial Corp. NASDAQ Wells MN 8 04/11/95 SAIF Regular
WEHO Westwood Homestead Fin. Corp. NASDAQ Cincinnati OH 2 09/30/96 SAIF Regular
WES Westcorp NYSE Irvine CA 26 05/01/86 SAIF Not Avail.
WFI Winton Financial Corp. AMSE Cincinnati OH 5 08/04/88 SAIF Regular
WFSL Washington Federal Inc. NASDAQ Seattle WA 104 11/17/82 SAIF Regular
WHGB WHG Bancshares Corp. NASDAQ Lutherville MD 5 04/01/96 SAIF Regular
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Corporate
--------------------------------------------------------------------------
Deposit
Number Insurance
of Agency Conversion
Ticker Short Name Exchange City State Offices IPO Date (BIF/SAIF) Type
- -------------------------------------- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
WOFC Western Ohio Financial Corp. NASDAQ Springfield OH 10 07/29/94 SAIF Regular
WRNB Warren Bancorp Inc. NASDAQ Peabody MA 6 07/09/86 BIF Regular
WSB Washington Savings Bank, FSB AMSE Bowie MD 5 NA SAIF Not Avail.
WSBI Warwick Community Bancorp NASDAQ Warwick NY 4 12/23/97 BIF Regular
WSFS WSFS Financial Corp. NASDAQ Wilmington DE 16 11/26/86 BIF Regular
WSTR WesterFed Financial Corp. NASDAQ Missoula MT 36 01/10/94 SAIF Regular
WVFC WVS Financial Corp. NASDAQ Pittsburgh PA 5 11/29/93 SAIF Regular
WYNE Wayne Bancorp Inc. NASDAQ Wayne NJ 5 06/27/96 SAIF Regular
YFCB Yonkers Financial Corp. NASDAQ Yonkers NY 5 04/18/96 SAIF Regular
YFED York Financial Corp. NASDAQ York PA 22 02/01/84 SAIF Regular
--------------------------------------------------------------------------
Average
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Corporate
--------------------------------------------------------------------------
Deposit
Number Insurance
of Agency Conversion
Ticker Short Name Exchange City State Offices IPO Date (BIF/SAIF) Type
- -------------------------------------- --------------------------------------------------------------------------
Comparable Thrift Data
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CNY Carver Bancorp Inc. AMSE New York NY 7 10/25/94 SAIF Regular
ESBK Elmira Savings Bank (The) NASDAQ Elmira NY 6 03/01/85 BIF Regular
FIBC Financial Bancorp Inc. NASDAQ Long Island City NY 5 08/17/94 SAIF Regular
FKFS First Keystone Financial NASDAQ Media PA 6 01/26/95 SAIF Regular
HRBF Harbor Federal Bancorp Inc. NASDAQ Baltimore MD 9 08/12/94 SAIF Regular
IFSB Independence Federal Svgs Bank NASDAQ Washington DC 2 06/06/85 SAIF Regular
PBCI Pamrapo Bancorp Inc. NASDAQ Bayonne NJ 9 11/14/89 SAIF Regular
PHFC Pittsburgh Home Financial Corp NASDAQ Pittsburgh PA 8 04/01/96 SAIF Regular
SKAN Skaneateles Bancorp Inc. NASDAQ Skaneateles NY 9 06/02/86 BIF Regular
WYNE Wayne Bancorp Inc. NASDAQ Wayne NJ 5 06/27/96 SAIF Regular
--------------------------------------------------------------------------
Average
Median
Maximum
Minimum
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Key Financial Data as of The Most Recent Quarter
-----------------------------------------------------
Total Loans/ Loans/ Deposits/ Borrowings/
Assets Deposits Assets Assets Assets
Ticker Short Name ($000) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
%CAL California Federal Bank 30,876,530 124.06 66.94 53.96 34.85
%CCMD Chevy Chase Bank, FSB 6,160,256 54.64 44.30 81.08 7.74
AABC Access Anytime Bancorp Inc. 105,639 57.86 52.34 90.46 0.00
AADV Advantage Bancorp Inc. 1,026,526 84.25 54.23 64.37 24.24
ABBK Abington Bancorp Inc. 531,986 102.50 62.61 61.08 31.19
ABCL Alliance Bancorp Inc. 1,363,825 94.20 70.63 74.98 13.48
ABCW Anchor BanCorp Wisconsin 1,941,180 114.99 80.31 69.84 22.66
AFBC Advance Financial Bancorp 108,032 116.56 87.64 75.19 9.01
AFCB Affiliated Community Bancorp 1,155,048 98.16 61.96 63.12 26.37
AFED AFSALA Bancorp Inc. 160,408 56.77 48.16 84.84 1.13
AHCI Ambanc Holding Co. 529,309 84.84 53.00 62.47 19.64
AHM H.F. Ahmanson & Co. 46,678,752 95.64 66.11 69.13 23.20
ALBC Albion Banc Corp. 70,810 92.67 71.80 77.48 13.07
ALBK ALBANK Financial Corp. 4,083,097 81.98 69.95 85.32 2.18
AMFC AMB Financial Corp. 100,003 107.96 77.50 71.78 12.00
ANA Acadiana Bancshares Inc. 274,018 110.19 76.00 68.97 13.37
ANDB Andover Bancorp Inc. 1,322,745 103.95 74.42 71.59 19.56
ANE Alliance Bncp of New England 247,129 71.01 63.71 89.72 2.32
ASBI Ameriana Bancorp 393,028 92.69 75.86 81.84 4.87
ASBP ASB Financial Corp. 113,176 86.07 69.06 80.24 2.89
ASFC Astoria Financial Corp. 10,528,393 69.85 41.27 59.09 31.09
ATSB AmTrust Capital Corp. 69,106 104.82 70.11 66.89 21.51
AVND Avondale Financial Corp. 542,196 62.01 45.42 73.24 16.75
BANC BankAtlantic Bancorp Inc. 3,064,480 119.14 68.57 57.55 30.54
BDJI First Federal Bancorp. 118,838 66.11 46.94 71.00 16.38
BFD BostonFed Bancorp Inc. 974,680 130.38 82.91 63.59 27.05
BFFC Big Foot Financial Corp. 216,260 81.93 46.51 56.77 23.44
BFSB Bedford Bancshares Inc. 136,908 114.52 86.48 75.52 9.50
BKC American Bank of Connecticut 639,013 80.06 57.59 71.94 18.21
BKCT Bancorp Connecticut Inc. 443,025 82.63 58.85 71.23 17.15
BKUNA BankUnited Financial Corp. 3,028,776 185.30 88.35 47.68 46.47
BNKU Bank United Corp. 12,523,459 183.49 77.50 42.24 47.39
BPLS Bank Plus Corp. 4,167,806 99.39 68.96 69.38 25.47
BTHL Bethel Bancorp 218,187 114.79 77.14 67.20 22.23
BVCC Bay View Capital Corp. 3,246,476 143.79 74.28 51.66 41.77
BWFC Bank West Financial Corp. 169,577 108.61 70.16 64.60 21.23
BYFC Broadway Financial Corp. 124,740 97.58 83.95 86.04 2.00
CAFI Camco Financial Corp. 520,582 117.16 86.02 73.42 15.43
CAPS Capital Savings Bancorp Inc. 242,208 115.76 81.36 70.29 18.99
CASB Cascade Financial Corp. 422,530 121.02 85.95 71.02 19.41
CASH First Midwest Financial Inc. 407,592 98.43 62.63 63.63 24.57
CATB Catskill Financial Corp. 294,656 62.82 43.10 68.60 5.63
CBCI Calumet Bancorp Inc. 486,626 109.93 78.72 71.61 9.26
CBES CBES Bancorp Inc. 111,127 125.13 90.19 72.08 11.02
CBK Citizens First Financial Corp. 273,600 117.15 85.05 72.60 12.41
CBSA Coastal Bancorp Inc. 2,911,410 92.28 43.58 47.23 47.48
CBSB Charter Financial Inc. 382,384 105.00 74.67 71.12 12.62
CCFH CCF Holding Co. 109,342 103.98 82.17 79.03 9.15
CEBK Central Co-operative Bank 367,096 95.87 72.38 75.50 13.88
CENB Century Bancorp Inc. 102,281 94.08 65.07 69.17 0.00
CENF CENFED Financial Corp. 2,304,678 101.07 69.17 68.44 25.10
CFB Commercial Federal Corp. 7,189,342 126.04 74.49 59.10 33.15
CFBC Community First Banking Co. 394,570 94.04 75.08 79.84 1.72
CFCP Coastal Financial Corp. 563,866 123.17 75.09 60.96 31.88
CFFC Community Financial Corp. 183,278 126.26 88.35 69.97 15.82
CFNC Carolina Fincorp Inc. 114,660 94.83 72.01 75.94 0.00
CFSB CFSB Bancorp Inc. 852,888 135.05 89.05 65.94 24.94
CFTP Community Federal Bancorp 228,656 99.79 58.44 58.56 12.11
CFX CFX Corp. 2,873,767 106.72 72.12 67.58 22.70
CIBI Community Investors Bancorp 95,876 108.71 85.32 78.48 9.30
CKFB CKF Bancorp Inc. 62,865 129.52 89.11 68.80 8.29
CLAS Classic Bancshares Inc. 132,793 90.15 67.70 75.09 8.71
CMRN Cameron Financial Corp 211,253 137.78 85.48 62.04 15.27
CMSB Commonwealth Bancorp Inc. 2,268,595 84.12 57.58 68.45 20.24
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Key Financial Data as of The Most Recent Quarter
-----------------------------------------------------
Total Loans/ Loans/ Deposits/ Borrowings/
Assets Deposits Assets Assets Assets
Ticker Short Name ($000) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CMSV Community Savings Bnkshrs(MHC) 709,220 77.42 59.42 76.75 9.46
CNIT CENIT Bancorp Inc. 701,708 96.17 69.83 72.61 19.87
CNSB CNS Bancorp Inc. 97,411 93.03 69.68 74.91 0.00
CNY Carver Bancorp Inc. 415,767 92.08 59.60 64.73 26.37
COFI Charter One Financial 19,760,265 125.41 64.86 51.72 38.95
CONE Conestoga Bancorp, Inc. 494,348 28.70 23.21 80.86 2.02
COOP Cooperative Bankshares Inc. 369,121 99.61 77.91 78.21 13.61
CRSB Crusader Holding Corp. 134,538 100.44 82.59 82.23 11.25
CRZY Crazy Woman Creek Bancorp 60,774 95.07 47.73 50.20 25.42
CSBF CSB Financial Group Inc. 47,602 75.10 57.23 76.21 0.00
CTZN CitFed Bancorp Inc. 3,460,297 97.65 52.27 53.53 39.19
CVAL Chester Valley Bancorp Inc. 325,643 100.49 82.28 81.88 7.73
DCBI Delphos Citizens Bancorp Inc. 107,747 110.96 80.27 72.34 0.00
DIBK Dime Financial Corp. 958,503 45.77 39.02 85.25 6.05
DIME Dime Community Bancorp Inc. 1,488,074 82.72 57.11 69.03 16.14
DME Dime Bancorp Inc. 21,848,000 107.07 67.86 63.38 28.03
DNFC D & N Financial Corp. 1,815,315 125.72 72.25 57.46 34.13
DSL Downey Financial Corp. 5,835,825 109.84 91.66 83.45 8.29
EBI Equality Bancorp Inc. 229,280 NA NA 50.87 37.07
EBSI Eagle Bancshares 934,458 112.54 72.80 64.69 24.69
EFBC Empire Federal Bancorp Inc. 110,540 65.37 40.30 61.65 0.64
EFBI Enterprise Federal Bancorp 301,261 133.30 65.06 48.80 39.83
EGFC Eagle Financial Corp. 2,157,171 82.75 52.56 63.52 26.12
EGLB Eagle BancGroup Inc. 171,134 93.83 72.07 76.81 10.52
EMLD Emerald Financial Corp. 603,965 90.41 77.94 86.21 4.66
EQSB Equitable Federal Savings Bank 321,687 89.38 69.16 77.38 16.79
ESBK Elmira Savings Bank (The) 228,268 84.47 76.74 90.85 1.97
ESX Essex Bancorp Inc. 191,886 108.86 85.65 78.67 12.39
ETFS East Texas Financial Services 120,093 66.47 50.40 75.82 6.26
FAB FIRSTFED AMERICA BANCORP INC. 1,159,508 127.15 77.37 60.85 25.75
FBBC First Bell Bancorp Inc. 675,684 117.18 85.86 73.27 13.32
FBCI Fidelity Bancorp Inc. 489,673 119.27 80.36 67.38 19.87
FBCV 1ST Bancorp 255,927 140.45 73.90 52.62 37.28
FBER 1st Bergen Bancorp 284,739 57.55 43.56 75.69 9.60
FBHC Fort Bend Holding Corp. 302,728 61.78 52.18 84.47 5.28
FBNW FirstBank Corp. 183,292 129.75 78.87 60.79 21.22
FBSI First Bancshares Inc. 161,527 114.78 85.85 74.79 10.56
FCB Falmouth Bancorp Inc. 97,564 82.96 61.57 74.21 1.09
FCBF FCB Financial Corp. 519,911 127.18 77.30 60.78 22.43
FCME First Coastal Corp. 148,571 91.39 71.56 78.30 11.76
FDEF First Defiance Financial 579,698 112.46 76.69 68.19 12.36
FED FirstFed Financial Corp. 4,160,115 166.17 77.63 46.72 46.67
FESX First Essex Bancorp Inc. 1,197,459 96.56 60.02 62.16 28.69
FFBA First Colorado Bancorp Inc. 1,555,274 98.93 75.18 76.00 8.16
FFBH First Federal Bancshares of AR 547,119 94.30 77.74 82.44 1.83
FFBI First Financial Bancorp Inc. 84,242 83.44 67.21 80.54 9.73
FFBS FFBS BanCorp Inc. 134,952 90.62 71.00 78.35 3.41
FFBZ First Federal Bancorp Inc. 208,840 143.60 87.14 60.68 30.83
FFCH First Financial Holdings Inc. 1,793,325 128.17 80.57 62.86 29.13
FFDB FirstFed Bancorp Inc. 178,792 75.88 68.05 89.68 0.00
FFDF FFD Financial Corp. 92,364 109.70 69.80 63.63 10.86
FFED Fidelity Federal Bancorp 215,821 109.76 82.24 74.93 16.79
FFES First Federal of East Hartford 982,747 33.78 19.80 58.60 34.12
FFFC FFVA Financial Corp. 579,694 79.53 57.04 71.72 14.15
FFFD North Central Bancshares Inc. 221,954 137.04 87.14 63.58 12.86
FFFL Fidelity Bankshares Inc. (MHC) 1,045,692 97.51 73.78 75.66 13.70
FFHH FSF Financial Corp. 402,850 129.52 68.38 52.79 35.68
FFHS First Franklin Corp. 231,189 75.46 66.30 87.86 2.64
FFIC Flushing Financial Corp. 1,088,476 92.51 55.57 60.07 26.38
FFKY First Federal Financial Corp. 388,329 119.10 89.05 74.77 10.68
FFLC FFLC Bancorp Inc. 400,237 100.52 79.21 78.80 7.50
FFOH Fidelity Financial of Ohio 535,100 101.50 81.95 80.74 6.40
FFPB First Palm Beach Bancorp Inc. 1,821,077 93.03 63.81 68.59 23.61
FFSL First Independence Corp. 113,669 107.81 72.19 66.97 22.31
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Key Financial Data as of The Most Recent Quarter
-----------------------------------------------------
Total Loans/ Loans/ Deposits/ Borrowings/
Assets Deposits Assets Assets Assets
Ticker Short Name ($000) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FFSX First Fed SB of Siouxland(MHC) 458,940 104.57 74.86 71.59 18.30
FFWC FFW Corp. 191,298 111.18 67.41 60.63 27.54
FFWD Wood Bancorp Inc. 166,546 107.84 82.40 76.41 10.11
FFYF FFY Financial Corp. 614,749 102.57 75.73 73.83 11.39
FGHC First Georgia Holding Inc. 166,386 108.66 87.35 80.40 10.04
FIBC Financial Bancorp Inc. 308,248 72.91 51.95 71.25 18.42
FISB First Indiana Corp. 1,613,405 123.78 84.97 68.65 20.65
FKFS First Keystone Financial 378,527 85.84 52.24 60.86 26.62
FKKY Frankfort First Bancorp Inc. 132,809 149.57 93.58 62.57 19.44
FLAG FLAG Financial Corp. 238,463 92.76 69.10 74.49 14.27
FLFC First Liberty Financial Corp. 1,275,398 96.26 70.84 73.60 17.72
FLGS Flagstar Bancorp Inc. 2,033,260 178.76 88.94 49.75 35.36
FLKY First Lancaster Bancshares 47,184 190.54 90.69 47.59 21.02
FMBD First Mutual Bancorp Inc. 391,439 97.09 79.38 81.76 3.19
FMCO FMS Financial Corp. 581,660 64.86 53.29 82.17 10.31
FMSB First Mutual Savings Bank 445,762 97.95 81.92 83.64 7.68
FNGB First Northern Capital Corp. 667,696 124.29 89.69 72.16 15.47
FOBC Fed One Bancorp 366,776 64.74 45.70 70.59 17.75
FPRY First Financial Bancorp 240,379 88.86 77.63 87.36 5.41
FSBI Fidelity Bancorp Inc. 393,076 76.49 49.20 64.33 27.68
FSFF First SecurityFed Financial 267,332 81.39 67.52 82.95 4.49
FSLA First Savings Bank (MHC) 1,049,316 72.84 56.67 77.79 11.34
FSNJ Bayonne Bancshares Inc. 610,639 55.62 38.51 69.23 13.98
FSPG First Home Bancorp Inc. 525,092 87.30 53.80 61.63 31.09
FSPT FirstSpartan Financial Corp. 495,319 111.60 80.67 72.29 0.00
FSSB First FS&LA of San Bernardino 103,674 75.29 71.56 95.05 0.00
FSTC First Citizens Corp. 352,233 88.26 76.16 86.29 2.93
FTF Texarkana First Financial Corp 180,259 103.06 82.23 79.79 3.59
FTFC First Federal Capital Corp. 1,544,294 108.77 80.76 74.24 17.86
FTNB Fulton Bancorp Inc. 107,988 128.83 82.19 63.80 11.54
FTSB Fort Thomas Financial Corp. 99,873 127.88 91.66 71.68 11.31
FWWB First SB of Washington Bancorp 1,136,693 131.97 67.61 51.23 33.72
GAF GA Financial Inc. 783,948 66.61 39.27 58.95 25.29
GDVS Greater Delaware Valley (MHC) 260,464 73.75 59.12 80.17 8.16
GDW Golden West Financial 39,590,271 138.92 84.60 60.90 30.49
GFCO Glenway Financial Corp. 304,621 113.58 84.64 74.52 14.24
GFED Guaranty Federal Bcshs Inc. 230,616 122.15 76.06 62.27 6.56
GFSB GFS Bancorp Inc. 94,546 129.85 84.99 65.45 21.61
GLMR Gilmer Financial Svcs, Inc. 42,171 81.48 56.24 69.02 20.27
GOSB GSB Financial Corp. 115,884 84.26 59.22 70.28 0.00
GPT GreenPoint Financial Corp. 13,083,518 81.20 68.10 83.87 2.34
GSB Golden State Bancorp Inc. 16,029,116 124.59 74.18 59.54 32.08
GSBC Great Southern Bancorp Inc. 750,458 137.52 85.11 61.89 28.89
GSFC Green Street Financial Corp. 179,700 114.11 72.61 63.63 0.00
GSLA GS Financial Corp. 131,071 85.99 36.77 42.76 13.00
GTPS Great American Bancorp 141,976 100.29 79.11 78.88 0.00
GUPB GFSB Bancorp Inc. 114,745 100.38 55.33 55.12 31.43
HALL Hallmark Capital Corp. 413,511 109.74 69.83 63.63 27.95
HARB Harbor Florida Bancorp (MHC) 1,128,942 94.21 77.24 81.99 8.01
HARL Harleysville Savings Bank 347,882 90.17 71.95 79.79 12.35
HARS Harris Financial Inc. (MHC) 2,201,304 79.74 41.52 52.07 38.79
HAVN Haven Bancorp Inc. 1,974,890 84.31 58.27 69.12 23.64
HBBI Home Building Bancorp 42,430 90.16 68.17 75.61 9.43
HBEI Home Bancorp of Elgin Inc. 352,595 NA NA 70.40 1.42
HBFW Home Bancorp 350,038 97.67 84.49 86.51 0.00
HBNK Highland Bancorp Inc. 549,638 119.91 79.34 66.17 24.56
HBS Haywood Bancshares Inc. 152,796 97.44 75.44 77.42 6.87
HCBB HCB Bancshares Inc. 204,944 71.41 51.73 72.44 7.86
HCBC High Country Bancorp Inc. 76,324 113.50 83.50 73.57 17.71
HCFC Home City Financial Corp. 70,110 116.70 85.94 73.64 6.15
HEMT HF Bancorp Inc. 1,063,267 69.89 56.24 80.47 10.35
HFBC HopFed Bancorp Inc. 202,009 55.83 49.95 89.48 0.00
HFFB Harrodsburg First Fin Bancorp 108,908 106.30 76.37 71.85 0.00
HFFC HF Financial Corp. 580,668 99.65 76.30 76.57 11.31
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Key Financial Data as of The Most Recent Quarter
-----------------------------------------------------
Total Loans/ Loans/ Deposits/ Borrowings/
Assets Deposits Assets Assets Assets
Ticker Short Name ($000) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
HFGI Harrington Financial Group 544,677 80.26 20.27 25.25 69.47
HFNC HFNC Financial Corp. 910,786 168.46 80.99 48.08 32.59
HFSA Hardin Bancorp Inc. 115,434 78.57 52.17 66.39 21.22
HFWA Heritage Financial Corp. 328,601 96.25 65.58 68.13 0.00
HHFC Harvest Home Financial Corp. 93,141 73.76 47.74 64.72 23.43
HIFS Hingham Instit. for Savings 222,584 108.66 78.35 72.11 17.28
HMLK Hemlock Federal Financial Corp 176,683 58.75 43.54 74.12 6.23
HMNF HMN Financial Inc. 691,232 95.67 64.68 67.61 18.47
HOMF Home Federal Bancorp 709,412 110.08 83.51 75.87 14.60
HPBC Home Port Bancorp Inc. 208,815 124.63 85.01 68.21 19.99
HRBF Harbor Federal Bancorp Inc. 233,572 84.08 63.59 75.64 10.74
HRZB Horizon Financial Corp. 532,767 97.75 80.46 82.32 0.00
HTHR Hawthorne Financial Corp. 891,163 100.52 87.57 87.11 5.90
HWEN Home Financial Bancorp 43,504 134.87 80.32 59.55 22.99
HZFS Horizon Financial Svcs Corp. 88,769 99.02 63.43 64.05 24.86
IBSF IBS Financial Corp. 728,181 38.98 29.98 76.91 4.54
IFSB Independence Federal Svgs Bank 251,561 75.18 60.02 79.84 12.00
INBI Industrial Bancorp Inc. 364,023 119.36 88.84 74.43 7.97
INCB Indiana Community Bank SB 95,378 85.55 74.47 87.05 0.00
IPSW Ipswich Savings Bank 227,244 101.31 76.34 75.36 17.76
ITLA ITLA Capital Corp. 1,015,909 96.42 80.08 83.06 6.05
IWBK InterWest Bancorp Inc. 1,982,317 100.38 58.48 58.26 34.43
JOAC Joachim Bancorp Inc. 34,229 105.57 74.11 70.20 0.00
JSB JSB Financial Inc. 1,531,068 83.22 61.03 73.33 0.00
JSBA Jefferson Savings Bancorp 1,257,753 89.04 75.72 85.04 4.08
JXSB Jacksonville Savings Bk (MHC) 168,036 88.88 77.83 87.56 0.13
JXVL Jacksonville Bancorp Inc. 235,405 89.87 74.84 83.27 0.88
KFBI Klamath First Bancorp 975,207 84.67 58.93 69.61 14.46
KNK Kankakee Bancorp Inc. 343,409 86.13 70.23 81.54 6.84
KSAV KS Bancorp Inc. 113,978 105.55 83.64 79.24 7.02
KSBK KSB Bancorp Inc. 152,752 108.57 78.69 72.48 18.47
KYF Kentucky First Bancorp Inc. 86,307 91.21 57.96 63.55 18.50
LARK Landmark Bancshares Inc. 233,640 114.98 71.83 62.48 22.04
LARL Laurel Capital Group Inc. 213,379 85.85 69.99 81.53 6.11
LFBI Little Falls Bancorp Inc. 324,425 64.60 45.05 69.74 18.03
LFCO Life Financial Corp. 409,357 151.54 78.40 51.73 26.81
LFED Leeds Federal Bankshares (MHC) 291,408 77.29 62.93 81.41 0.21
LISB Long Island Bancorp Inc. 6,072,524 99.12 61.09 61.63 26.58
LOGN Logansport Financial Corp. 86,115 105.42 74.18 70.37 7.55
LONF London Financial Corp. 37,916 94.91 76.78 80.90 4.48
LSBI LSB Financial Corp. 206,584 130.74 87.14 66.65 24.29
LSBX Lawrence Savings Bank 359,855 64.65 45.71 70.71 17.62
LVSB Lakeview Financial 517,974 64.23 45.77 71.25 16.56
LXMO Lexington B&L Financial Corp. 58,783 107.96 78.41 72.63 0.00
MAFB MAF Bancorp Inc. 3,457,664 116.50 78.74 67.59 23.04
MARN Marion Capital Holdings 191,854 117.66 81.96 69.66 5.57
MASB MASSBANK Corp. 925,403 33.62 29.43 87.51 0.08
MBB MSB Bancorp Inc. 773,991 54.77 48.40 88.38 0.04
MBBC Monterey Bay Bancorp Inc. 408,096 82.96 65.16 78.55 9.18
MBLF MBLA Financial Corp. 223,558 119.87 58.40 48.72 37.91
MBSP Mitchell Bancorp Inc. 36,103 142.96 80.82 56.54 0.00
MCBN Mid-Coast Bancorp Inc. 62,632 106.45 79.24 74.43 16.27
MDBK Medford Bancorp Inc. 1,135,572 70.29 50.86 72.36 18.12
MECH MECH Financial Inc. 892,371 87.94 65.79 74.81 14.54
MERI Meritrust Federal SB 233,803 57.97 52.29 90.20 0.00
METF Metropolitan Financial Corp. 924,985 96.71 77.14 79.76 14.69
MFBC MFB Corp. 264,097 120.27 78.98 65.67 20.90
MFFC Milton Federal Financial Corp. 218,826 95.72 63.39 66.22 21.26
MFLR Mayflower Co-operative Bank 131,908 75.13 58.05 77.27 12.13
MFSL Maryland Federal Bancorp 1,184,294 120.86 84.08 69.57 20.43
MIFC Mid-Iowa Financial Corp. 135,345 83.54 53.05 63.50 25.86
MIVI Mississippi View Holding Co. 68,619 82.66 66.10 79.96 0.00
MONT Montgomery Financial Corp. 105,671 123.48 88.98 72.06 7.82
MRKF Market Financial Corp. 56,833 81.28 50.91 62.64 0.00
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Key Financial Data as of The Most Recent Quarter
-----------------------------------------------------
Total Loans/ Loans/ Deposits/ Borrowings/
Assets Deposits Assets Assets Assets
Ticker Short Name ($000) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MSBF MSB Financial Inc. 77,444 170.35 93.18 54.70 27.33
MSBK Mutual Savings Bank FSB 644,740 78.29 49.47 63.19 28.78
MWBI Midwest Bancshares Inc. 147,724 87.24 62.17 71.27 20.65
MWBX MetroWest Bank 608,941 91.58 75.56 82.51 9.10
MWFD Midwest Federal Financial 211,689 101.01 76.07 75.31 14.46
MYST Mystic Financial Inc. 198,417 72.13 62.99 87.32 5.80
NASB North American Savings Bank 734,091 121.46 86.66 71.34 19.35
NBN Northeast Bancorp 265,442 135.67 78.84 58.12 33.39
NBSI North Bancshares Inc. 122,978 105.58 64.43 61.03 23.66
NEIB Northeast Indiana Bancorp 190,319 175.42 89.38 50.95 34.15
NHTB New Hampshire Thrift Bncshrs 319,338 96.15 81.03 84.28 7.06
NMSB NewMil Bancorp Inc. 355,526 59.97 48.16 80.31 9.56
NSLB NS&L Bancorp Inc. 59,817 77.29 56.71 73.38 5.02
NSSY NSS Bancorp Inc. 670,749 104.06 66.01 63.43 27.12
NTBK Net.B@nk Inc. 81,104 74.74 42.42 56.76 0.00
NTMG Nutmeg Federal S&LA 105,151 111.58 88.08 78.94 9.99
NWEQ Northwest Equity Corp. 99,558 129.34 81.80 63.25 24.47
NWSB Northwest Bancorp Inc. (MHC) 2,248,816 86.53 73.31 84.73 5.06
NYB New York Bancorp Inc. 3,264,749 122.25 63.01 51.54 40.14
OCFC Ocean Financial Corp. 1,489,220 78.83 51.12 64.85 19.31
OCN Ocwen Financial Corp. 3,069,165 NA NA 64.60 14.78
OFCP Ottawa Financial Corp. 885,817 114.99 84.97 73.89 16.42
OHSL OHSL Financial Corp. 238,905 93.69 72.43 77.31 11.12
OSFS Ohio State Financial Services 38,559 89.49 63.95 71.46 0.00
OTFC Oregon Trail Financial Corp. 257,049 80.51 58.73 72.94 0.00
PBCI Pamrapo Bancorp Inc. 376,714 69.48 56.71 81.62 3.68
PBCT People's Bank (MHC) 8,184,000 94.10 66.90 71.09 19.01
PBHC Pathfinder Bancorp Inc. (MHC) 196,529 80.32 62.29 77.55 9.50
PBKB People's Bancshares Inc. 762,910 115.87 53.93 46.54 46.74
PCBC Perry County Financial Corp. 85,030 24.44 17.73 72.56 7.64
PDB Piedmont Bancorp Inc. 130,167 125.16 83.05 66.35 16.59
PEDE Great Pee Dee Bancorp 72,057 140.32 76.90 54.80 1.60
PEEK Peekskill Financial Corp. 184,215 36.07 26.40 73.20 0.00
PERM Permanent Bancorp Inc. 419,819 79.45 51.70 65.07 23.71
PERT Perpetual Bank (MHC) 292,059 94.75 65.71 69.36 18.49
PFDC Peoples Bancorp 294,291 99.60 82.42 82.75 1.41
PFED Park Bancorp Inc. 176,957 50.57 38.90 76.92 0.00
PFFB PFF Bancorp Inc. 2,765,855 110.18 67.98 61.70 27.41
PFFC Peoples Financial Corp. 82,464 91.04 72.37 79.49 0.00
PFNC Progress Financial Corp. 493,406 96.61 66.72 69.06 14.42
PFSB PennFed Financial Services Inc 1,475,509 102.90 67.74 65.83 23.69
PFSL Pocahontas FS&LA (MHC) 389,405 113.74 43.33 38.10 54.54
PHBK Peoples Heritage Finl Group 6,795,337 100.99 71.37 70.68 19.57
PHFC Pittsburgh Home Financial Corp 299,669 135.12 63.99 47.36 42.53
PHSB Peoples Home Savings Bk (MHC) 217,735 58.00 46.43 80.05 6.08
PKPS Poughkeepsie Financial Corp. 875,492 108.73 77.05 70.86 19.28
PLSK Pulaski Savings Bank (MHC) 181,732 67.30 56.75 84.31 3.10
PMFI Perpetual Midwest Financial 392,093 108.64 86.97 80.05 9.87
PRBC Prestige Bancorp Inc. 143,263 105.95 67.42 63.63 24.21
PROV Provident Financial Holdings 723,696 117.56 86.72 73.77 12.80
PSBK Progressive Bank Inc. 883,494 71.92 65.00 90.39 0.00
PSFC Peoples-Sidney Financial Corp. 106,239 117.64 88.16 74.94 0.00
PSFI PS Financial Inc. 85,698 86.24 41.58 48.21 9.92
PTRS Potters Financial Corp. 122,716 78.90 64.84 82.19 8.03
PULB Pulaski Bank, Svgs Bank (MHC) 180,485 95.57 80.53 84.26 1.22
PULS Pulse Bancorp 539,322 33.28 25.70 77.24 13.66
PVFC PVF Capital Corp. 396,214 116.54 92.95 79.76 10.49
PVSA Parkvale Financial Corp. 1,019,143 84.62 75.17 88.84 1.95
PWBC PennFirst Bancorp Inc. 822,350 85.15 40.81 47.93 42.64
PWBK Pennwood Bancorp Inc. 47,211 84.23 64.71 76.82 3.07
QCBC Quaker City Bancorp Inc. 852,154 120.26 78.97 65.66 24.35
QCFB QCF Bancorp Inc. 152,668 63.75 43.30 67.92 11.89
QCSB Queens County Bancorp Inc. 1,541,049 129.11 88.10 68.23 17.99
RARB Raritan Bancorp Inc. 408,308 79.42 65.56 82.56 8.60
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Key Financial Data as of The Most Recent Quarter
-----------------------------------------------------
Total Loans/ Loans/ Deposits/ Borrowings/
Assets Deposits Assets Assets Assets
Ticker Short Name ($000) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
RCBK Richmond County Financial Corp 1,096,040 59.86 49.82 83.23 6.36
REDF RedFed Bancorp Inc. 1,009,754 106.89 89.41 83.65 6.38
RELI Reliance Bancshares Inc. 44,544 156.23 61.99 39.68 8.98
RELY Reliance Bancorp Inc. 2,243,100 61.83 44.18 71.46 17.62
RIVR River Valley Bancorp 138,461 98.31 82.13 83.54 2.17
ROSE TR Financial Corp. 3,843,056 93.67 53.68 57.31 33.79
RSLN Roslyn Bancorp Inc. 3,601,079 51.16 27.59 53.94 26.84
RVSB Riverview Bancorp Inc. 263,045 95.96 62.52 65.15 11.23
SBFL SB of the Finger Lakes (MHC) 227,971 57.88 46.64 80.58 9.08
SBOS Boston Bancorp (The) 1,715,070 24.42 19.25 78.85 7.61
SCBS Southern Community Bancshares 70,893 82.38 65.68 79.73 0.00
SCCB S. Carolina Community Bancshrs 45,092 102.09 79.79 78.16 0.00
SFED SFS Bancorp Inc. 174,428 89.43 77.15 86.26 0.00
SFFC StateFed Financial Corp. 88,608 129.09 77.43 59.98 21.44
SFIN Statewide Financial Corp. 703,112 75.00 47.20 62.93 26.75
SFSB SuburbFed Financial Corp. 438,462 93.01 67.17 72.22 19.40
SFSL Security First Corp. 677,876 122.18 90.78 74.30 15.22
SGVB SGV Bancorp Inc. 407,821 107.32 77.78 72.47 18.94
SHEN First Shenango Bancorp Inc. 374,972 94.19 69.14 73.40 12.73
SHSB SHS Bancorp Inc. 88,460 89.35 65.63 73.46 12.05
SIB Staten Island Bancorp Inc. 2,144,500 63.15 49.07 77.71 11.46
SISB SIS Bancorp Inc. 1,733,618 67.19 49.12 73.10 17.30
SKAN Skaneateles Bancorp Inc. 256,101 99.34 83.96 84.52 7.05
SKBO First Carnegie Deposit (MHC) 143,650 80.92 43.54 53.81 27.58
SMBC Southern Missouri Bancorp Inc. 159,926 105.93 73.51 69.40 13.15
SOBI Sobieski Bancorp Inc. 87,553 119.91 78.90 65.80 19.25
SOPN First Savings Bancorp Inc. 300,816 95.76 66.82 69.78 6.65
SOSA Somerset Savings Bank 539,672 92.09 77.80 84.47 8.04
SPBC St. Paul Bancorp Inc. 4,557,336 99.16 71.46 72.07 17.31
SRN Southern Banc Co. 105,116 45.68 37.36 81.78 0.00
SSB Scotland Bancorp Inc. 61,473 98.05 72.79 74.24 0.00
SSFC South Street Financial Corp. 228,491 79.16 49.54 62.58 9.19
SSM Stone Street Bancorp Inc. 104,773 135.09 86.03 63.68 4.82
STFR St. Francis Capital Corp. 1,597,648 70.33 46.86 66.63 24.26
STSA Sterling Financial Corp. 1,876,250 104.57 57.76 55.24 37.70
SVRN Sovereign Bancorp Inc. 14,336,283 126.06 69.38 55.03 38.31
SWBI Southwest Bancshares 368,282 95.87 73.68 76.86 9.19
SWCB Sandwich Bancorp Inc. 518,697 87.64 71.48 81.55 8.79
SZB SouthFirst Bancshares Inc. 165,388 77.55 61.16 78.86 10.73
THR Three Rivers Financial Corp. 97,487 102.81 64.69 62.93 22.30
THRD TF Financial Corp. 597,047 56.11 42.33 75.44 14.80
TPNZ Tappan Zee Financial Inc. 126,470 57.04 46.57 81.63 0.00
TRIC Tri-County Bancorp Inc. 89,999 90.20 45.50 50.45 33.00
TSBK Timberland Bancorp Inc. 211,553 109.10 89.22 81.78 5.79
TSBS Peoples Bancorp Inc. (MHC) 640,419 81.04 62.44 77.04 4.68
TSH Teche Holding Co. 408,591 125.67 85.57 68.09 17.60
TWIN Twin City Bancorp 106,932 84.74 71.02 83.81 0.94
UBMT United Financial Corp. 103,082 47.48 33.21 69.95 4.85
UCBC Union Community Bancorp 82,789 120.55 88.00 73.00 9.52
UFRM United Federal Savings Bank 304,159 96.81 84.64 87.42 3.29
USAB USABancshares, Inc. 64,269 73.78 53.03 71.88 18.99
UTBI United Tennessee Bankshares 64,860 83.00 73.05 88.02 0.00
VABF Virginia Beach Fed. Financial 605,486 120.74 77.29 64.01 28.11
WAMU Washington Mutual Inc. 97,068,825 133.00 69.86 52.53 39.35
WAYN Wayne Savings Bancshares (MHC) 255,124 96.59 81.25 84.12 5.49
WBST Webster Financial Corp. 7,019,621 89.74 55.81 62.19 28.89
WCBI Westco Bancorp 315,944 92.83 76.28 82.17 0.00
WCFB Webster City Federal SB (MHC) 95,121 76.48 57.51 75.20 0.25
WEFC Wells Financial Corp. 201,436 NA NA 72.17 12.16
WEHO Westwood Homestead Fin. Corp. 134,259 133.64 87.83 65.72 11.00
WES Westcorp 3,728,865 93.59 50.22 53.66 21.54
WFI Winton Financial Corp. 329,897 114.46 86.07 75.20 16.19
WFSL Washington Federal Inc. 5,713,308 145.30 74.04 50.96 33.90
WHGB WHG Bancshares Corp. 101,331 104.08 78.47 75.39 3.95
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Key Financial Data as of The Most Recent Quarter
-----------------------------------------------------
Total Loans/ Loans/ Deposits/ Borrowings/
Assets Deposits Assets Assets Assets
Ticker Short Name ($000) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
WOFC Western Ohio Financial Corp. 397,425 126.01 76.82 60.96 24.66
WRNB Warren Bancorp Inc. 370,993 74.33 65.17 87.68 0.79
WSB Washington Savings Bank, FSB 264,904 53.13 47.35 89.13 1.89
WSBI Warwick Community Bancorp 298,170 79.95 57.96 72.49 14.54
WSFS WSFS Financial Corp. 1,515,217 102.91 52.09 50.62 42.55
WSTR WesterFed Financial Corp. 1,035,096 105.14 65.50 62.29 25.33
WVFC WVS Financial Corp. 292,022 97.44 55.77 57.23 28.97
WYNE Wayne Bancorp Inc. 267,285 93.56 66.75 71.34 15.61
YFCB Yonkers Financial Corp. 331,802 65.56 42.85 65.36 20.43
YFED York Financial Corp. 1,182,276 101.73 87.29 85.81 3.46
-----------------------------------------------------
Average 1,531,390 97.64 67.67 70.64 15.16
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Key Financial Data as of The Most Recent Quarter
-----------------------------------------------------
Total Loans/ Loans/ Deposits/ Borrowings/
Assets Deposits Assets Assets Assets
Ticker Short Name ($000) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------
Comparable Thrift Data
<S> <C> <C> <C> <C> <C> <C>
CNY Carver Bancorp Inc. 415,767 92.08 59.60 64.73 26.37
ESBK Elmira Savings Bank (The) 228,268 84.47 76.74 90.85 1.97
FIBC Financial Bancorp Inc. 308,248 72.91 51.95 71.25 18.42
FKFS First Keystone Financial 378,527 85.84 52.24 60.86 26.62
HRBF Harbor Federal Bancorp Inc. 233,572 84.08 63.59 75.64 10.74
IFSB Independence Federal Svgs Bank 251,561 75.18 60.02 79.84 12.00
PBCI Pamrapo Bancorp Inc. 376,714 69.48 56.71 81.62 3.68
PHFC Pittsburgh Home Financial Corp 299,669 135.12 63.99 47.36 42.53
SKAN Skaneateles Bancorp Inc. 256,101 99.34 83.96 84.52 7.05
WYNE Wayne Bancorp Inc. 267,285 93.56 66.75 71.34 15.61
-----------------------------------------------------
Average 301,571 89.21 63.56 72.80 16.50
Median 283,477 85.16 61.81 73.49 13.81
Maximum 415,767 135.12 83.96 90.85 42.53
Minimum 228,268 69.48 51.95 47.36 1.97
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
Capital as of The Most Recent Quarter
-----------------------------------------------------------------------
Tangible Intangible Regulatory Equity + Total Capital/
Equity/ Equity/ Assets/ Core Cap/ Reserves/ Risk Adjusted
Assets Tang Assets Equity Assets Assets Assets
Ticker Short Name (%) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
%CAL California Federal Bank 7.44 5.33 29.97 5.73 8.77 11.83
%CCMD Chevy Chase Bank, FSB 6.08 5.05 17.72 6.65 7.91 13.01
AABC Access Anytime Bancorp Inc. 8.65 8.65 0.00 7.35 9.14 16.79
AADV Advantage Bancorp Inc. 10.02 9.44 6.45 6.58 10.59 14.97
ABBK Abington Bancorp Inc. 6.83 6.25 8.97 6.01 7.26 13.02
ABCL Alliance Bancorp Inc. 9.60 9.50 1.16 8.50 10.00 16.48
ABCW Anchor BanCorp Wisconsin 6.65 6.54 1.63 5.79 7.78 10.51
AFBC Advance Financial Bancorp 15.22 15.22 0.00 15.50 15.53 23.60
AFCB Affiliated Community Bancorp 9.79 9.74 0.50 9.88 10.54 18.59
AFED AFSALA Bancorp Inc. 12.52 12.52 0.00 12.48 13.22 29.70
AHCI Ambanc Holding Co. 11.37 11.37 0.00 9.27 12.16 21.87
AHM H.F. Ahmanson & Co. 5.13 4.56 11.70 5.87 5.94 11.82
ALBC Albion Banc Corp. 8.56 8.56 0.00 NA 8.95 NA
ALBK ALBANK Financial Corp. 8.81 6.98 22.32 NA 9.52 NA
AMFC AMB Financial Corp. 14.77 14.77 0.00 NA 15.18 NA
ANA Acadiana Bancshares Inc. 16.95 16.95 0.00 13.74 17.95 26.66
ANDB Andover Bancorp Inc. 8.10 8.10 0.00 8.20 9.04 15.04
ANE Alliance Bncp of New England 7.61 7.41 2.79 NA 8.82 NA
ASBI Ameriana Bancorp 11.21 11.20 0.06 10.46 11.49 19.12
ASBP ASB Financial Corp. 15.46 15.46 0.00 12.70 16.18 27.60
ASFC Astoria Financial Corp. 8.54 6.24 28.72 5.41 8.92 15.08
ATSB AmTrust Capital Corp. 10.83 10.73 0.99 10.00 11.55 17.00
AVND Avondale Financial Corp. 8.48 8.48 0.00 8.31 9.64 16.54
BANC BankAtlantic Bancorp Inc. 6.76 5.96 12.64 11.12 7.69 18.64
BDJI First Federal Bancorp. 10.18 10.18 0.00 9.27 10.55 18.78
BFD BostonFed Bancorp Inc. 8.37 8.09 3.66 NA 9.05 NA
BFFC Big Foot Financial Corp. 17.54 17.54 0.00 12.38 17.68 34.07
BFSB Bedford Bancshares Inc. 14.52 14.52 0.00 12.88 15.04 25.37
BKC American Bank of Connecticut 9.02 8.75 3.29 7.58 9.90 14.40
BKCT Bancorp Connecticut Inc. 10.60 10.60 0.00 10.02 11.79 17.33
BKUNA BankUnited Financial Corp. 4.81 4.35 10.00 7.12 4.95 12.91
BNKU Bank United Corp. 4.89 4.77 2.54 7.41 5.17 11.98
BPLS Bank Plus Corp. 4.35 3.98 8.92 5.48 5.56 11.99
BTHL Bethel Bancorp 8.48 7.36 14.28 7.38 9.63 13.39
BVCC Bay View Capital Corp. 5.35 4.48 16.99 6.36 6.53 10.87
BWFC Bank West Financial Corp. 13.66 13.66 0.00 11.62 13.81 22.22
BYFC Broadway Financial Corp. 10.57 10.57 0.00 8.61 11.43 14.69
CAFI Camco Financial Corp. 9.41 8.78 7.25 9.16 9.66 16.74
CAPS Capital Savings Bancorp Inc. 9.43 9.43 0.00 8.26 9.75 16.86
CASB Cascade Financial Corp. 6.94 6.94 0.00 6.88 7.91 11.96
CASH First Midwest Financial Inc. 10.83 9.77 10.82 8.40 11.33 14.30
CATB Catskill Financial Corp. 24.32 24.32 0.00 20.65 24.96 61.01
CBCI Calumet Bancorp Inc. 16.77 16.77 0.00 10.68 18.02 17.38
CBES CBES Bancorp Inc. 15.78 15.78 0.00 12.01 16.27 14.89
CBK Citizens First Financial Corp. 13.88 13.88 0.00 11.08 14.18 18.49
CBSA Coastal Bancorp Inc. 3.60 3.08 14.99 5.52 3.86 11.98
CBSB Charter Financial Inc. 15.54 14.14 10.49 12.53 16.11 22.83
CCFH CCF Holding Co. 10.66 10.66 0.00 9.53 11.23 15.08
CEBK Central Co-operative Bank 9.82 8.97 9.58 NA 10.61 NA
CENB Century Bancorp Inc. 30.15 30.15 0.00 19.17 30.69 44.51
CENF CENFED Financial Corp. 5.56 5.55 0.16 5.69 6.30 11.43
CFB Commercial Federal Corp. 6.38 5.79 9.83 6.83 7.04 14.40
CFBC Community First Banking Co. 17.80 17.61 1.32 12.00 18.36 17.42
CFCP Coastal Financial Corp. 5.97 5.97 0.00 6.01 6.87 11.09
CFFC Community Financial Corp. 13.21 13.21 0.00 11.34 13.80 17.23
CFNC Carolina Fincorp Inc. 22.71 22.71 0.00 14.98 23.07 NA
CFSB CFSB Bancorp Inc. 7.92 7.92 0.00 7.63 8.47 13.77
CFTP Community Federal Bancorp 26.46 26.46 0.00 23.54 26.72 54.93
CFX CFX Corp. 8.55 8.27 3.54 8.32 9.31 14.39
CIBI Community Investors Bancorp 11.58 11.58 0.00 11.00 12.12 20.70
CKFB CKF Bancorp Inc. 21.89 21.89 0.00 19.59 22.09 34.13
CLAS Classic Bancshares Inc. 15.06 13.14 14.67 11.60 15.68 23.5
CMRN Cameron Financial Corp 21.44 21.44 0.00 16.89 22.25 25.56
CMSB Commonwealth Bancorp Inc. 9.47 7.63 21.06 6.60 9.87 13.40
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
Capital as of The Most Recent Quarter
-----------------------------------------------------------------------
Tangible Intangible Regulatory Equity + Total Capital/
Equity/ Equity/ Assets/ Core Cap/ Reserves/ Risk Adjusted
Assets Tang Assets Equity Assets Assets Assets
Ticker Short Name (%) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CMSV Community Savings Bnkshrs(MHC) 11.34 11.34 0.00 11.40 11.71 23.10
CNIT CENIT Bancorp Inc. 6.95 6.40 8.41 NA 7.49 NA
CNSB CNS Bancorp Inc. 24.33 24.33 0.00 19.92 24.73 40.19
CNY Carver Bancorp Inc. 8.48 8.19 3.78 7.63 9.17 18.01
COFI Charter One Financial 6.97 6.54 6.57 NA 7.54 NA
CONE Conestoga Bancorp, Inc. 16.18 16.18 0.00 12.17 16.22 27.71
COOP Cooperative Bankshares Inc. 7.67 7.67 0.00 7.67 7.90 14.92
CRSB Crusader Holding Corp. 2.88 2.88 0.00 NA 3.24 NA
CRZY Crazy Woman Creek Bancorp 23.64 23.64 0.00 18.41 24.07 46.36
CSBF CSB Financial Group Inc. 23.10 22.04 5.87 21.41 23.46 48.40
CTZN CitFed Bancorp Inc. 6.06 5.57 8.65 5.7 6.59 13.36
CVAL Chester Valley Bancorp Inc. 8.82 8.82 0.00 8.54 9.76 14.56
DCBI Delphos Citizens Bancorp Inc. 26.78 26.78 0.00 12.50 26.89 26.50
DIBK Dime Financial Corp. 8.27 8.07 2.61 8.17 9.56 21.90
DIME Dime Community Bancorp Inc. 12.51 11.00 13.55 9.22 13.29 18.68
DME Dime Bancorp Inc. 6.02 4.99 17.97 5.64 6.50 11.17
DNFC D & N Financial Corp. 5.40 5.36 0.91 6.55 5.98 11.98
DSL Downey Financial Corp. 7.37 NA NA 6.61 7.92 12.64
EBI Equality Bancorp Inc. 11.18 11.18 0.00 NA NA NA
EBSI Eagle Bancshares 7.83 7.83 0.00 5.91 8.50 9.08
EFBC Empire Federal Bancorp Inc. 36.37 36.37 0.00 23.83 36.55 65.78
EFBI Enterprise Federal Bancorp 10.75 10.75 0.04 9.97 10.96 17.95
EGFC Eagle Financial Corp. 7.06 5.80 18.94 7.65 7.51 18.37
EGLB Eagle BancGroup Inc. 11.86 11.86 0.00 9.99 12.41 16.30
EMLD Emerald Financial Corp. 8.03 7.93 1.37 7.74 8.30 12.85
EQSB Equitable Federal Savings Bank 5.20 5.20 0.00 5.20 5.38 11.66
ESBK Elmira Savings Bank (The) 6.35 6.20 2.62 6.19 7.01 10.23
ESX Essex Bancorp Inc. 7.83 7.75 1.16 8.07 8.92 14.47
ETFS East Texas Financial Services 17.47 17.47 0.00 14.80 17.70 38.80
FAB FIRSTFED AMERICA BANCORP INC. 11.17 11.17 0.00 9.36 12.09 19.35
FBBC First Bell Bancorp Inc. 10.80 10.80 0.00 10.59 10.91 23.39
FBCI Fidelity Bancorp Inc. 10.47 10.45 0.19 9.00 10.57 19.10
FBCV 1ST Bancorp 8.98 8.83 1.76 8.56 9.44 15.49
FBER 1st Bergen Bancorp 13.65 13.65 0.00 10.60 14.73 29.30
FBHC Fort Bend Holding Corp. 6.77 6.37 6.25 7.40 7.30 15.16
FBNW FirstBank Corp. 16.18 16.18 0.00 11.18 16.76 17.70
FBSI First Bancshares Inc. 14.40 14.40 0.00 11.72 14.72 17.62
FCB Falmouth Bancorp Inc. 23.94 23.94 0.00 NA 24.45 NA
FCBF FCB Financial Corp. 14.10 14.10 0.00 11.51 14.79 19.79
FCME First Coastal Corp. 9.75 9.75 0.00 9.02 11.53 15.95
FDEF First Defiance Financial 18.44 18.44 0.00 13.65 18.90 21.55
FED FirstFed Financial Corp. 5.36 5.31 0.84 6.28 7.39 12.29
FESX First Essex Bancorp Inc. 7.60 6.75 12.10 6.65 8.49 12.28
FFBA First Colorado Bancorp Inc. 13.46 13.22 2.03 12.49 13.76 23.76
FFBH First Federal Bancshares of AR 14.89 14.89 0.00 11.81 15.11 22.48
FFBI First Financial Bancorp Inc. 8.92 8.92 0.00 8.44 9.50 15.17
FFBS FFBS BanCorp Inc. 16.71 16.71 0.00 14.04 17.13 26.11
FFBZ First Federal Bancorp Inc. 7.61 7.60 0.10 6.75 8.57 11.10
FFCH First Financial Holdings Inc. 6.44 6.44 0.00 6.71 7.10 11.30
FFDB FirstFed Bancorp Inc. 9.69 8.97 8.17 8.91 10.34 17.01
FFDF FFD Financial Corp. 24.06 24.06 0.00 16.40 24.35 32.70
FFED Fidelity Federal Bancorp 7.28 7.28 0.00 8.74 8.11 13.16
FFES First Federal of East Hartford 6.82 6.82 0.00 6.95 7.08 23.13
FFFC FFVA Financial Corp. 13.69 13.47 1.87 10.35 14.27 20.78
FFFD North Central Bancshares Inc. 22.72 22.72 0.00 NA 23.68 NA
FFFL Fidelity Bankshares Inc. (MHC) 8.20 8.16 0.62 7.90 8.41 15.80
FFHH FSF Financial Corp. 10.91 10.91 0.00 9.90 11.13 18.50
FFHS First Franklin Corp. 9.02 8.97 0.56 6.56 9.44 14.12
FFIC Flushing Financial Corp. 12.54 12.10 3.94 9.11 13.13 19.76
FFKY First Federal Financial Corp. 13.67 13.02 5.47 12.26 14.14 19.48
FFLC FFLC Bancorp Inc. 12.85 12.85 0.00 NA 13.27 NA
FFOH Fidelity Financial of Ohio 12.01 10.74 11.87 10.12 12.32 19.33
FFPB First Palm Beach Bancorp Inc. 6.37 6.24 2.22 7.20 6.66 15.10
FFSL First Independence Corp. 9.99 9.99 0.00 8.51 10.58 19.87
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
Capital as of The Most Recent Quarter
-----------------------------------------------------------------------
Tangible Intangible Regulatory Equity + Total Capital/
Equity/ Equity/ Assets/ Core Cap/ Reserves/ Risk Adjusted
Assets Tang Assets Equity Assets Assets Assets
Ticker Short Name (%) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
FFSX First Fed SB of Siouxland(MHC) 8.85 8.79 0.77 8.73 9.22 17.24
FFWC FFW Corp. 9.57 8.81 8.81 6.75 9.95 12.05
FFWD Wood Bancorp Inc. 12.80 12.80 0.00 9.41 13.16 15.76
FFYF FFY Financial Corp. 13.59 13.59 0.00 9.16 14.06 16.26
FGHC First Georgia Holding Inc. 8.30 7.75 7.25 8.24 8.92 10.14
FIBC Financial Bancorp Inc. 8.93 8.90 0.44 6.58 9.43 17.93
FISB First Indiana Corp. 9.49 9.39 1.15 8.37 10.87 12.05
FKFS First Keystone Financial 6.62 6.62 0.00 8.42 7.07 20.51
FKKY Frankfort First Bancorp Inc. 16.96 16.96 0.00 18.83 17.04 36.55
FLAG FLAG Financial Corp. 9.11 9.11 0.00 8.65 11.06 14.54
FLFC First Liberty Financial Corp. 7.59 6.95 9.11 7.60 8.56 11.61
FLGS Flagstar Bancorp Inc. 5.98 5.75 3.98 5.71 6.22 10.83
FLKY First Lancaster Bancshares 29.47 29.47 0.00 NA 29.79 NA
FMBD First Mutual Bancorp Inc. 13.84 10.97 23.33 18.91 14.21 19.56
FMCO FMS Financial Corp. 6.49 6.40 1.46 7.51 6.99 16.23
FMSB First Mutual Savings Bank 6.88 6.88 0.00 NA 7.97 NA
FNGB First Northern Capital Corp. 11.06 11.06 0.00 10.19 11.53 16.65
FOBC Fed One Bancorp 11.06 10.65 4.21 9.80 11.47 24.50
FPRY First Financial Bancorp 6.35 6.35 0.00 6.20 7.00 10.80
FSBI Fidelity Bancorp Inc. 6.84 6.84 0.00 9.05 7.35 18.98
FSFF First SecurityFed Financial 11.76 11.66 0.97 11.60 12.43 24.60
FSLA First Savings Bank (MHC) 9.69 8.93 8.66 8.86 10.27 22.44
FSNJ Bayonne Bancshares Inc. 15.75 15.75 0 NA 16.24 NA
FSPG First Home Bancorp Inc. 6.86 6.77 1.51 6.57 7.60 17.05
FSPT FirstSpartan Financial Corp. 26.40 26.40 0.00 19.00 26.79 31.57
FSSB First FS&LA of San Bernardino 4.33 4.18 3.63 4.29 5.38 8.52
FSTC First Citizens Corp. 10.09 8.24 20.03 8.20 11.20 12.56
FTF Texarkana First Financial Corp 15.15 15.15 0.00 15.11 15.78 25.68
FTFC First Federal Capital Corp. 7.08 6.72 5.41 6.39 7.58 12.23
FTNB Fulton Bancorp Inc. 23.98 23.98 0.00 16.20 24.89 29.60
FTSB Fort Thomas Financial Corp. 15.82 15.82 0.00 15.04 16.29 24.15
FWWB First SB of Washington Bancorp 13.38 12.51 7.39 12.63 14.03 23.03
GAF GA Financial Inc. 14.81 14.69 0.94 12.59 14.98 33.76
GDVS Greater Delaware Valley (MHC) 11.19 11.19 0.00 11.36 11.78 26.47
GDW Golden West Financial 6.81 6.81 0.00 6.47 7.40 13.14
GFCO Glenway Financial Corp. 9.29 9.20 1.05 8.40 9.61 13.80
GFED Guaranty Federal Bcshs Inc. 30.15 30.15 0.00 29.06 31.10 51.14
GFSB GFS Bancorp Inc. 11.83 11.83 0.00 10.20 12.52 19.37
GLMR Gilmer Financial Svcs, Inc. 9.02 9.02 0.00 8.80 9.75 19.20
GOSB GSB Financial Corp. 28.44 28.44 0.00 20.10 28.57 40.64
GPT GreenPoint Financial Corp. 9.70 5.54 45.46 7.08 10.54 15.49
GSB Golden State Bancorp Inc. 6.76 6.20 8.73 6.10 7.73 12.18
GSBC Great Southern Bancorp Inc. 8.74 8.68 0.81 7.50 10.85 11.20
GSFC Green Street Financial Corp. 35.23 35.23 0.00 35.23 35.37 79.66
GSLA GS Financial Corp. 43.13 43.13 0.00 32.84 43.42 95.29
GTPS Great American Bancorp 19.93 19.93 0.00 NA 20.28 NA
GUPB GFSB Bancorp Inc. 12.50 12.50 0.00 NA 12.82 NA
HALL Hallmark Capital Corp. 7.62 7.62 0.00 6.70 8.12 12.32
HARB Harbor Florida Bancorp (MHC) 8.93 8.68 2.97 7.69 9.94 15.52
HARL Harleysville Savings Bank 6.81 6.81 0.00 6.82 7.37 14.24
HARS Harris Financial Inc. (MHC) 8.12 7.31 10.85 6.81 8.51 13.65
HAVN Haven Bancorp Inc. 5.72 5.70 0.28 6.42 6.35 14.04
HBBI Home Building Bancorp 14.06 14.06 0.00 10.77 14.26 21.56
HBEI Home Bancorp of Elgin Inc. 27.00 27.00 0.00 20.88 NA 37.81
HBFW Home Bancorp 12.15 12.15 0.00 9.71 12.55 20.66
HBNK Highland Bancorp Inc. 7.55 7.55 0.00 6.85 9.16 10.65
HBS Haywood Bancshares Inc. 14.18 13.77 3.42 13.78 14.66 27.54
HCBB HCB Bancshares Inc. 18.65 18.12 3.49 NA 19.38 NA
HCBC High Country Bancorp Inc. 7.81 7.81 0.00 7.80 8.60 13.73
HCFC Home City Financial Corp. 19.61 19.61 0.00 15.19 20.24 26.57
HEMT HF Bancorp Inc. 7.87 6.70 15.90 6.17 8.24 15.58
HFBC HopFed Bancorp Inc. 9.27 9.27 0.00 7.98 9.39 21.95
HFFB Harrodsburg First Fin Bancorp 26.73 26.73 0.00 22.50 27.05 43.1
HFFC HF Financial Corp. 9.58 9.58 0.00 7.47 10.45 12.77
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
Capital as of The Most Recent Quarter
-----------------------------------------------------------------------
Tangible Intangible Regulatory Equity + Total Capital/
Equity/ Equity/ Assets/ Core Cap/ Reserves/ Risk Adjusted
Assets Tang Assets Equity Assets Assets Assets
Ticker Short Name (%) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
HFGI Harrington Financial Group 4.47 4.47 0.00 6.08 4.51 26.82
HFNC HFNC Financial Corp. 18.24 18.24 0.00 16.20 19.03 30.60
HFSA Hardin Bancorp Inc. 11.34 11.34 0.00 10.32 11.54 20.84
HFWA Heritage Financial Corp. 8.82 8.82 0.00 10.90 9.67 15.80
HHFC Harvest Home Financial Corp. 11.12 11.12 0.00 NA 11.25 NA
HIFS Hingham Instit. for Savings 9.60 9.60 0.00 9.80 10.30 15.66
HMLK Hemlock Federal Financial Corp 17.22 17.22 0.00 NA 17.66 NA
HMNF HMN Financial Inc. 12.22 11.45 7.16 NA 12.62 NA
HOMF Home Federal Bancorp 8.80 8.58 2.80 8.2 9.36 12.41
HPBC Home Port Bancorp Inc. 10.51 10.51 0.00 10.51 11.76 18.59
HRBF Harbor Federal Bancorp Inc. 12.49 12.49 0.00 9.41 12.68 21.79
HRZB Horizon Financial Corp. 15.93 15.93 0.00 15.90 16.60 29.25
HTHR Hawthorne Financial Corp. 6.16 6.16 0.00 7.41 7.64 11.99
HWEN Home Financial Bancorp 16.99 16.99 0.00 14.40 17.62 25.50
HZFS Horizon Financial Svcs Corp. 10.16 10.16 0.00 7.48 10.59 13.76
IBSF IBS Financial Corp. 17.74 17.74 0.00 17.58 17.89 61.69
IFSB Independence Federal Svgs Bank 7.25 6.50 10.99 6.43 7.46 16.01
INBI Industrial Bancorp Inc. 16.72 16.72 0.00 9.86 17.20 19.03
INCB Indiana Community Bank SB 12.15 12.15 0.00 NA 12.85 NA
IPSW Ipswich Savings Bank 5.21 5.21 0.00 5.40 5.94 11.59
ITLA ITLA Capital Corp. 9.78 NA NA NA 10.98 12.70
IWBK InterWest Bancorp Inc. 6.73 6.62 1.68 6.56 7.16 13.89
JOAC Joachim Bancorp Inc. 28.91 28.91 0.00 24.20 29.13 48.40
JSB JSB Financial Inc. 23.21 23.21 0.00 15.07 23.59 20.78
JSBA Jefferson Savings Bancorp 9.03 7.22 21.56 7.44 9.70 13.91
JXSB Jacksonville Savings Bk (MHC) 10.41 10.41 0.00 10.36 10.81 15.24
JXVL Jacksonville Bancorp Inc. 14.63 14.63 0.00 NA 15.12 NA
KFBI Klamath First Bancorp 15.07 13.96 8.62 11.44 15.22 24.34
KNK Kankakee Bancorp Inc. 11.01 10.45 5.72 9.00 11.63 16.30
KSAV KS Bancorp Inc. 12.81 12.81 0.02 NA 13.10 12.03
KSBK KSB Bancorp Inc. 7.56 7.25 4.47 NA 8.44 NA
KYF Kentucky First Bancorp Inc. 17.02 17.02 0.00 14.50 17.47 27.06
LARK Landmark Bancshares Inc. 14.09 14.09 0.00 10.77 14.54 22.68
LARL Laurel Capital Group Inc. 10.57 10.57 0.00 10.33 11.42 21.21
LFBI Little Falls Bancorp Inc. 11.68 10.87 7.77 8.04 12.03 22.13
LFCO Life Financial Corp. 13.39 13.39 0.00 5.30 14.02 10.32
LFED Leeds Federal Bankshares (MHC) 16.63 16.63 0.00 16.19 16.82 32.64
LISB Long Island Bancorp Inc. 9.18 9.10 0.89 7.37 9.73 15.81
LOGN Logansport Financial Corp. 19.21 19.21 0.00 19.10 19.49 35.37
LONF London Financial Corp. 13.76 13.76 0.00 16.00 14.24 31.48
LSBI LSB Financial Corp. 8.58 8.58 0.00 NA 9.30 NA
LSBX Lawrence Savings Bank 10.45 10.45 0.00 9.85 11.33 18.14
LVSB Lakeview Financial 10.69 9.19 15.40 7.60 11.37 14.50
LXMO Lexington B&L Financial Corp. 26.63 26.63 0.00 20.60 27.00 39.80
MAFB MAF Bancorp Inc. 7.62 6.77 11.89 6.88 8.07 14.34
MARN Marion Capital Holdings 20.78 20.43 2.15 18.74 21.85 29.81
MASB MASSBANK Corp. 11.21 11.07 1.43 10.15 11.47 35.01
MBB MSB Bancorp Inc. 9.84 6.23 39.05 6.27 10.14 13.41
MBBC Monterey Bay Bancorp Inc. 11.75 11.04 6.74 9.40 12.15 17.24
MBLF MBLA Financial Corp. 12.68 12.68 0.00 11.88 12.98 32.10
MBSP Mitchell Bancorp Inc. 40.13 40.13 0.00 32.30 40.65 57.00
MCBN Mid-Coast Bancorp Inc. 8.34 8.34 0.00 8.01 8.86 14.92
MDBK Medford Bancorp Inc. 8.94 8.46 5.89 8.46 9.53 15.75
MECH MECH Financial Inc. 9.92 9.92 0.00 NA 11.50 NA
MERI Meritrust Federal SB 8.50 8.50 0.00 8.68 8.71 18.08
METF Metropolitan Financial Corp. 3.96 3.65 8.15 5.47 4.57 8.39
MFBC MFB Corp. 12.70 12.70 0.00 12.30 12.84 24.68
MFFC Milton Federal Financial Corp. 11.84 11.84 0.00 10.02 12.07 21.77
MFLR Mayflower Co-operative Bank 9.75 9.62 1.52 9.75 10.62 15.55
MFSL Maryland Federal Bancorp 8.66 8.58 1.04 8.08 9.06 16.13
MIFC Mid-Iowa Financial Corp. 9.36 9.35 0.09 7.58 9.58 18.81
MIVI Mississippi View Holding Co. 18.18 18.18 0.00 16.36 19.44 33.09
MONT Montgomery Financial Corp. 18.60 18.60 0.00 14.32 18.78 21.92
MRKF Market Financial Corp. 35.56 35.56 0.00 23.72 35.65 64.07
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
Capital as of The Most Recent Quarter
-----------------------------------------------------------------------
Tangible Intangible Regulatory Equity + Total Capital/
Equity/ Equity/ Assets/ Core Cap/ Reserves/ Risk Adjusted
Assets Tang Assets Equity Assets Assets Assets
Ticker Short Name (%) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
MSBF MSB Financial Inc. 16.86 16.86 0.00 12.51 17.29 21.21
MSBK Mutual Savings Bank FSB 6.58 6.58 0.00 6.65 6.89 15.76
MWBI Midwest Bancshares Inc. 7.23 7.23 0.00 6.42 7.61 14.82
MWBX MetroWest Bank 7.35 7.35 0.00 7.49 8.69 11.25
MWFD Midwest Federal Financial 9.00 8.73 3.32 7.27 9.77 10.01
MYST Mystic Financial Inc. 6.36 6.36 0.00 NA 6.93 NA
NASB North American Savings Bank 8.49 8.26 2.92 8.40 9.35 14.00
NBN Northeast Bancorp 7.71 6.96 10.49 6.99 8.67 12.21
NBSI North Bancshares Inc. 13.49 13.49 0.00 10.86 13.66 24.65
NEIB Northeast Indiana Bancorp 14.37 14.37 0.00 12.09 14.97 20.03
NHTB New Hampshire Thrift Bncshrs 7.82 6.79 14.10 6.43 8.74 11.92
NMSB NewMil Bancorp Inc. 9.32 9.32 0.00 10.35 10.88 20.27
NSLB NS&L Bancorp Inc. 19.77 19.66 0.70 14.90 19.84 34.80
NSSY NSS Bancorp Inc. 8.14 7.92 2.94 7.80 9.10 15.87
NTBK Net.B@nk Inc. 43.11 43.11 0.00 34.23 43.59 69.95
NTMG Nutmeg Federal S&LA 8.25 8.25 0.00 8.15 8.73 13.42
NWEQ Northwest Equity Corp. 11.61 11.61 0.00 8.86 12.08 13.93
NWSB Northwest Bancorp Inc. (MHC) 9.25 8.29 11.26 8.32 9.87 16.77
NYB New York Bancorp Inc. 5.46 5.46 0.00 5.03 6.03 11.53
OCFC Ocean Financial Corp. 15.17 15.17 0 11.89 15.61 30.15
OCN Ocwen Financial Corp. 13.67 13.23 3.71 NA NA NA
OFCP Ottawa Financial Corp. 8.62 7.13 18.66 6.78 8.99 11.34
OHSL OHSL Financial Corp. 10.90 10.90 0.00 8.77 11.12 17.26
OSFS Ohio State Financial Services 27.08 27.08 0.00 27.08 27.45 46.45
OTFC Oregon Trail Financial Corp. 25.85 25.85 0.00 18.06 26.17 35.78
PBCI Pamrapo Bancorp Inc. 12.88 12.81 0.62 11.67 13.54 25.15
PBCT People's Bank (MHC) 8.67 8.63 0.52 8.80 9.72 13.00
PBHC Pathfinder Bancorp Inc. (MHC) 12.00 10.36 15.29 NA 12.42 NA
PBKB People's Bancshares Inc. 3.95 3.81 3.81 NA 4.51 NA
PCBC Perry County Financial Corp. 19.24 19.24 0.00 16.00 19.27 70.20
PDB Piedmont Bancorp Inc. 16.18 16.18 0.00 15.03 16.85 28.18
PEDE Great Pee Dee Bancorp 42.85 42.85 0.00 NA 43.29 NA
PEEK Peekskill Financial Corp. 25.24 25.24 0.00 NA 25.59 NA
PERM Permanent Bancorp Inc. 10.00 9.89 1.17 8.95 10.50 22.05
PERT Perpetual Bank (MHC) 10.48 10.48 0.00 9.44 11.15 15.57
PFDC Peoples Bancorp 15.26 15.26 0.00 12.20 15.57 24.80
PFED Park Bancorp Inc. 21.81 21.81 0.00 14.50 22.10 37.80
PFFB PFF Bancorp Inc. 9.70 9.62 0.99 8.12 10.64 15.65
PFFC Peoples Financial Corp. 18.85 18.85 0.00 16.62 19.03 36.47
PFNC Progress Financial Corp. 5.09 4.31 16.05 6.50 5.76 10.00
PFSB PennFed Financial Services Inc 6.96 6.02 14.31 6.93 7.15 15.20
PFSL Pocahontas FS&LA (MHC) 6.36 6.36 0.00 6.36 6.80 16.18
PHBK Peoples Heritage Finl Group 6.99 5.35 24.84 7.17 7.99 11.95
PHFC Pittsburgh Home Financial Corp 8.23 8.14 1.19 17.52 8.71 17.52
PHSB Peoples Home Savings Bk (MHC) 13.14 13.14 0.00 NA 13.78 NA
PKPS Poughkeepsie Financial Corp. 8.29 8.29 0.00 6.95 9.37 11.62
PLSK Pulaski Savings Bank (MHC) 11.93 11.93 0.00 11.93 12.44 28.28
PMFI Perpetual Midwest Financial 8.92 8.92 0.00 8.19 9.67 12.23
PRBC Prestige Bancorp Inc. 10.91 10.91 0.00 8.83 11.19 18.78
PROV Provident Financial Holdings 11.58 11.58 0.00 8.63 12.41 14.32
PSBK Progressive Bank Inc. 8.88 8.12 9.33 7.98 9.99 15.79
PSFC Peoples-Sidney Financial Corp. 24.74 24.74 0.00 16.70 25.13 27.10
PSFI PS Financial Inc. 37.32 37.32 0.00 37.33 37.54 110.85
PTRS Potters Financial Corp. 8.81 8.81 0.00 7.98 10.53 17.63
PULB Pulaski Bank, Svgs Bank (MHC) 13.41 13.41 0.00 13.38 13.78 26.90
PULS Pulse Bancorp 8.20 8.20 0.00 7.51 8.63 26.88
PVFC PVF Capital Corp. 7.28 7.28 0.00 7.32 7.98 10.53
PVSA Parkvale Financial Corp. 7.91 7.87 0.56 7.27 9.33 14.28
PWBC PennFirst Bancorp Inc. 8.37 7.51 11.07 7.13 8.96 20.13
PWBK Pennwood Bancorp Inc. 17.98 17.98 0.00 17.98 18.50 32.39
QCBC Quaker City Bancorp Inc. 8.63 8.63 0.00 7.30 9.56 13.19
QCFB QCF Bancorp Inc. 17.57 17.57 0.00 NA 18.41 NA
QCSB Queens County Bancorp Inc. 11.22 11.22 0.00 10.32 11.83 16.85
RARB Raritan Bancorp Inc. 7.56 7.46 1.40 7.33 8.37 13.51
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
Capital as of The Most Recent Quarter
-----------------------------------------------------------------------
Tangible Intangible Regulatory Equity + Total Capital/
Equity/ Equity/ Assets/ Core Cap/ Reserves/ Risk Adjusted
Assets Tang Assets Equity Assets Assets Assets
Ticker Short Name (%) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
RCBK Richmond County Financial Corp 9.80 9.69 1.28 NA 10.36 NA
REDF RedFed Bancorp Inc. 8.34 8.32 0.35 7.81 9.11 11.94
RELI Reliance Bancshares Inc. 50.09 50.09 0.00 46.47 50.44 70.12
RELY Reliance Bancorp Inc. 8.55 5.99 31.90 5.53 8.94 14.29
RIVR River Valley Bancorp 12.72 12.56 1.43 12.47 13.59 20.85
ROSE TR Financial Corp. 6.27 6.27 0 6.26 6.66 18.61
RSLN Roslyn Bancorp Inc. 17.45 17.38 0.46 12.32 18.12 27.60
RVSB Riverview Bancorp Inc. 22.72 22.11 3.49 17.20 23.09 33.90
SBFL SB of the Finger Lakes (MHC) 9.34 9.34 0.00 9.22 9.85 23.73
SBOS Boston Bancorp (The) 12.34 12.34 0.00 10.06 12.45 26.75
SCBS Southern Community Bancshares 19.89 19.89 0.00 NA 21.02 NA
SCCB S. Carolina Community Bancshrs 20.68 20.68 0.00 18.30 21.33 38.90
SFED SFS Bancorp Inc. 12.29 12.29 0.00 12.28 12.73 23.78
SFFC StateFed Financial Corp. 17.66 17.66 0.00 10.66 17.91 18.94
SFIN Statewide Financial Corp. 9.36 9.35 0.17 8.37 9.76 22.15
SFSB SuburbFed Financial Corp. 6.73 6.71 0.29 5.99 6.93 13.32
SFSL Security First Corp. 9.36 9.23 1.50 8.17 10.12 11.33
SGVB SGV Bancorp Inc. 7.55 7.45 1.43 6.56 7.88 13.72
SHEN First Shenango Bancorp Inc. 12.76 12.76 0.00 10.42 13.63 20.25
SHSB SHS Bancorp Inc. 13.34 13.34 0.00 10.68 13.82 23.70
SIB Staten Island Bancorp Inc. 9.11 8.30 9.70 8.01 9.78 18.87
SISB SIS Bancorp Inc. 7.24 7.24 0.00 7.17 8.55 13.13
SKAN Skaneateles Bancorp Inc. 6.90 6.73 2.70 6.72 7.90 11.31
SKBO First Carnegie Deposit (MHC) 17.19 17.19 0.00 17.19 17.56 57.80
SMBC Southern Missouri Bancorp Inc. 16.60 16.60 0.00 13.75 17.08 24.95
SOBI Sobieski Bancorp Inc. 14.39 14.39 0.00 10.50 14.62 24.10
SOPN First Savings Bancorp Inc. 22.77 22.77 0 22.69 22.97 50.03
SOSA Somerset Savings Bank 6.65 6.65 0.00 6.76 8.07 10.80
SPBC St. Paul Bancorp Inc. 9.17 9.15 0.27 8.61 9.92 17.12
SRN Southern Banc Co. 17.37 17.25 0.83 NA 17.44 NA
SSB Scotland Bancorp Inc. 24.07 24.07 0.00 20.65 24.48 43.59
SSFC South Street Financial Corp. 14.90 14.90 0.00 14.43 15.09 41.97
SSM Stone Street Bancorp Inc. 29.57 29.57 0.00 25.00 30.10 45.54
STFR St. Francis Capital Corp. 8.27 7.44 10.85 7.41 8.65 12.20
STSA Sterling Financial Corp. 5.48 5.09 7.57 7.57 5.96 13.60
SVRN Sovereign Bancorp Inc. 5.43 4.66 14.89 5.24 6.06 12.15
SWBI Southwest Bancshares 11.96 11.96 0.00 8.20 12.17 13.82
SWCB Sandwich Bancorp Inc. 8.10 7.84 3.47 7.77 8.89 14.73
SZB SouthFirst Bancshares Inc. 9.67 9.67 0.00 NA 10.15 NA
THR Three Rivers Financial Corp. 13.46 13.43 0.34 11.60 13.98 22.42
THRD TF Financial Corp. 8.39 7.10 16.52 7.20 8.73 17.48
TPNZ Tappan Zee Financial Inc. 17.02 17.02 0.00 13.5 17.56 41.7
TRIC Tri-County Bancorp Inc. 15.36 15.36 0.00 13.30 15.82 35.01
TSBK Timberland Bancorp Inc. 11.65 11.65 0.00 12.01 12.46 17.43
TSBS Peoples Bancorp Inc. (MHC) 17.18 15.78 9.67 15.76 17.72 26.48
TSH Teche Holding Co. 13.54 13.54 0.00 12.21 14.36 22.76
TWIN Twin City Bancorp 12.94 12.94 0.00 12.14 13.08 22.32
UBMT United Financial Corp. 24.02 24.02 0.00 16.10 24.09 42.70
UCBC Union Community Bancorp 16.80 16.80 0.00 16.80 16.99 33.63
UFRM United Federal Savings Bank 7.23 7.23 0.00 7.21 8.16 10.10
USAB USABancshares, Inc. 8.43 8.32 1.51 11.00 8.83 11.20
UTBI United Tennessee Bankshares 10.41 10.41 0.00 9.50 11.34 21.95
VABF Virginia Beach Fed. Financial 7.15 7.15 0.00 6.92 7.89 12.68
WAMU Washington Mutual Inc. 5.47 5.12 6.72 NA 6.16 NA
WAYN Wayne Savings Bancshares (MHC) 9.48 9.48 0.00 9.10 9.86 17.49
WBST Webster Financial Corp. 5.44 4.78 12.80 5.61 6.19 13.41
WCBI Westco Bancorp 15.38 15.38 0.00 13.43 15.66 29.32
WCFB Webster City Federal SB (MHC) 23.50 23.50 0.00 23.50 23.90 54.01
WEFC Wells Financial Corp. 14.71 14.71 0.00 NA NA NA
WEHO Westwood Homestead Fin. Corp. 22.45 22.45 0.00 21.80 22.65 40.36
WES Westcorp 9.35 9.33 0.24 NA 10.26 NA
WFI Winton Financial Corp. 7.39 7.27 1.84 7.10 7.64 11.10
WFSL Washington Federal Inc. 12.90 12.01 7.77 11.08 13.31 20.27
WHGB WHG Bancshares Corp. 19.65 19.65 0.00 15.82 19.84 31.97
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
Capital as of The Most Recent Quarter
-----------------------------------------------------------------------
Tangible Intangible Regulatory Equity + Total Capital/
Equity/ Equity/ Assets/ Core Cap/ Reserves/ Risk Adjusted
Assets Tang Assets Equity Assets Assets Assets
Ticker Short Name (%) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
WOFC Western Ohio Financial Corp. 13.87 13.06 6.65 12.10 14.38 22.60
WRNB Warren Bancorp Inc. 10.79 10.79 0.00 9.21 11.89 12.53
WSB Washington Savings Bank, FSB 8.51 8.51 0.00 8.00 8.97 20.93
WSBI Warwick Community Bancorp 10.17 10.17 0.00 9.76 10.63 19.91
WSFS WSFS Financial Corp. 5.73 5.69 0.64 6.93 7.37 11.05
WSTR WesterFed Financial Corp. 10.40 8.62 18.75 7.83 10.88 13.29
WVFC WVS Financial Corp. 10.66 10.66 0.00 10.78 11.29 22.03
WYNE Wayne Bancorp Inc. 12.43 12.43 0.00 10.18 13.22 23.21
YFCB Yonkers Financial Corp. 13.54 13.54 0.00 11.60 13.89 30.79
YFED York Financial Corp. 8.86 8.86 0.00 7.70 9.52 12.36
-----------------------------------------------------------------------
Average 12.62 12.40 2.99 10.95 13.17 22.03
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
Capital as of The Most Recent Quarter
-----------------------------------------------------------------------
Tangible Intangible Regulatory Equity + Total Capital/
Equity/ Equity/ Assets/ Core Cap/ Reserves/ Risk Adjusted
Assets Tang Assets Equity Assets Assets Assets
Ticker Short Name (%) (%) (%) (%) (%)
- -------------------------------------- -----------------------------------------------------------------------
Comparable Thrift Data
<S> <C> <C> <C> <C> <C> <C> <C>
CNY Carver Bancorp Inc. 8.48 8.19 3.78 7.63 9.17 18.01
ESBK Elmira Savings Bank (The) 6.35 6.20 2.62 6.19 7.01 10.23
FIBC Financial Bancorp Inc. 8.93 8.90 0.44 6.58 9.43 17.93
FKFS First Keystone Financial 6.62 6.62 0.00 8.42 7.07 20.51
HRBF Harbor Federal Bancorp Inc. 12.49 12.49 0.00 9.41 12.68 21.79
IFSB Independence Federal Svgs Bank 7.25 6.50 10.99 6.43 7.46 16.01
PBCI Pamrapo Bancorp Inc. 12.88 12.81 0.62 11.67 13.54 25.15
PHFC Pittsburgh Home Financial Corp 8.23 8.14 1.19 17.52 8.71 17.52
SKAN Skaneateles Bancorp Inc. 6.90 6.73 2.70 6.72 7.90 11.31
WYNE Wayne Bancorp Inc. 12.43 12.43 0.00 10.18 13.22 23.21
-----------------------------------------------------------------------
Average 9.06 8.90 2.23 9.08 9.62 18.17
Median 8.36 8.17 0.91 8.03 8.94 17.97
Maximum 12.88 12.81 10.99 17.52 13.54 25.15
Minimum 6.35 6.20 0.00 6.19 7.01 10.23
</TABLE>
24
<PAGE>
<TABLE>
<CAPTION>
Profitability as of
Asset Quality as of The Most Recent Quarter The Most Recent Quarter
------------------------------------------------------ -----------------------
NPLs/ Reserves/ NPAs/ NPAs/ Reserves/ Reserves/ Return on Return on
Loans NPLs Assets Equity Loans NPAs + 90 Avg Assets Avg Equity
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- ------------------------------------------------------ -----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
%CAL California Federal Bank 1.24 160.38 1.11 14.92 1.99 119.83 0.86 11.17
%CCMD Chevy Chase Bank, FSB 1.03 402.39 1.84 30.30 4.15 80.93 0.77 13.65
AABC Access Anytime Bancorp Inc. 2.90 32.57 1.58 18.26 0.95 31.35 1.44 22.55
AADV Advantage Bancorp Inc. 0.50 208.92 0.47 4.66 1.05 121.57 1.13 12.18
ABBK Abington Bancorp Inc. 0.19 366.56 0.17 2.44 0.68 233.13 0.87 12.60
ABCL Alliance Bancorp Inc. 0.31 178.52 0.27 2.79 0.56 147.57 0.79 8.54
ABCW Anchor BanCorp Wisconsin 0.60 235.13 0.97 14.59 1.42 117.38 1.04 15.95
AFBC Advance Financial Bancorp 0.90 38.71 0.79 5.17 0.35 27.69 0.87 5.67
AFCB Affiliated Community Bancorp 0.63 192.11 0.39 3.98 1.21 192.06 1.09 11.14
AFED AFSALA Bancorp Inc. 0.58 250.44 0.3 2.39 1.46 234.3 0.79 5.91
AHCI Ambanc Holding Co. 1.09 135.52 0.62 5.46 1.48 107.99 (0.54) (4.24)
AHM H.F. Ahmanson & Co. 2.09 58.49 1.73 33.72 1.22 46.72 0.87 17.14
ALBC Albion Banc Corp. 0.17 321.43 0.12 1.39 0.53 321.43 0.50 5.54
ALBK ALBANK Financial Corp. 0.86 118.60 0.7 7.94 1.02 81.33 1.19 13.03
AMFC AMB Financial Corp. NA NA NA NA 0.53 NA 1.10 6.83
ANA Acadiana Bancshares Inc. 0.59 223.09 0.50 2.94 1.32 201.03 0.98 5.62
ANDB Andover Bancorp Inc. 0.80 159.52 0.62 7.71 1.27 151.68 1.06 13.24
ANE Alliance Bncp of New England 2.06 92.34 1.56 20.56 1.91 75.91 0.86 12.29
ASBI Ameriana Bancorp 0.56 65.63 0.49 4.4 0.37 53.03 0.92 8.36
ASBP ASB Financial Corp. 0.12 876.09 0.08 0.53 1.03 78.25 0.92 5.89
ASFC Astoria Financial Corp. 0.88 105.11 0.52 6.04 0.92 67.77 0.82 10.23
ATSB AmTrust Capital Corp. 2.37 43.83 1.81 16.68 1.04 40.38 0.41 3.87
AVND Avondale Financial Corp. 2.52 101.74 1.35 15.88 2.56 86.34 (2.03) (22.59)
BANC BankAtlantic Bancorp Inc. NA NA 1.07 15.90 1.35 84.73 1.01 17.43
BDJI First Federal Bancorp. 0.03 NM 0.03 0.27 0.79 198.64 0.66 6.10
BFD BostonFed Bancorp Inc. 0.20 417.19 0.18 2.18 0.82 371.41 0.75 8.21
BFFC Big Foot Financial Corp. NA NA NA NA 0.30 150.75 NA NA
BFSB Bedford Bancshares Inc. 0.00 NM 0.00 0.00 0.60 96.46 1.20 8.39
BKC American Bank of Connecticut 3.07 49.97 2.11 23.44 1.54 41.86 1.33 15.85
BKCT Bancorp Connecticut Inc. 1.10 185.46 0.91 8.60 2.04 131.37 1.39 13.48
BKUNA BankUnited Financial Corp. 0.39 40.78 0.37 7.78 0.16 37.97 0.44 7.37
BNKU Bank United Corp. 0.72 50.53 0.68 14.00 0.36 41.06 0.70 13.66
BPLS Bank Plus Corp. 1.99 88.56 1.66 38.25 1.76 72.86 0.35 6.36
BTHL Bethel Bancorp NA NA NA NA 1.48 NA 0.68 7.97
BVCC Bay View Capital Corp. 0.49 328.08 0.51 9.50 1.59 230.25 0.45 7.32
BWFC Bank West Financial Corp. 0.50 44.48 0.48 3.53 0.22 32.03 0.72 4.92
BYFC Broadway Financial Corp. 0.93 109.40 1.62 15.37 1.02 52.84 0.29 2.61
CAFI Camco Financial Corp. 0.18 162.58 0.29 3.04 0.30 53.21 1.15 12.00
CAPS Capital Savings Bancorp Inc. 0.31 126.46 0.28 2.92 0.40 78.85 0.99 11.07
CASB Cascade Financial Corp. 0.17 663.11 0.35 5.09 1.13 274.48 0.66 10.11
CASH First Midwest Financial Inc. 0.58 137.44 0.74 6.84 0.80 67.97 0.96 8.51
CATB Catskill Financial Corp. 0.62 241.07 0.35 1.43 1.49 184.75 1.35 5.24
CBCI Calumet Bancorp Inc. 1.43 110.93 1.64 9.76 1.58 76.23 1.61 10.20
CBES CBES Bancorp Inc. 0.36 151.96 0.54 3.42 0.54 90.67 1.11 6.32
CBK Citizens First Financial Corp. 0.46 77.92 0.62 4.43 0.36 44.35 0.71 4.82
CBSA Coastal Bancorp Inc. 1.37 42.72 0.71 19.60 0.58 NA 0.40 11.68
CBSB Charter Financial Inc. 0.67 113.66 0.62 4.02 0.76 90.95 1.35 9.19
CCFH CCF Holding Co. 0.24 288.02 0.20 1.86 0.70 288.02 0.14 1.10
CEBK Central Co-operative Bank 0.58 185.68 0.42 4.30 1.08 185.68 0.82 8.11
CENB Century Bancorp Inc. 0.82 102.01 0.58 1.93 0.84 93.95 1.63 5.89
CENF CENFED Financial Corp. 0.90 118.49 0.97 17.36 1.07 76.38 0.64 12.38
CFB Commercial Federal Corp. 0.86 104.11 0.84 13.10 0.90 80.01 0.97 16.07
CFBC Community First Banking Co. 0.74 101.37 2.19 12.28 0.75 25.76 0.51 4.66
CFCP Coastal Financial Corp. 0.73 164.09 0.59 9.93 1.20 151.67 1.23 19.77
CFFC Community Financial Corp. 0.51 129.84 0.56 4.22 0.67 105.58 1.12 8.18
CFNC Carolina Fincorp Inc. 0.14 365.18 0.10 0.43 0.50 365.18 1.22 5.29
CFSB CFSB Bancorp Inc. 0.12 535.67 0.10 1.31 0.62 526.14 1.26 16.39
CFTP Community Federal Bancorp 0.69 65.50 0.49 1.87 0.45 53.05 1.32 4.54
CFX CFX Corp. 0.67 156.56 0.59 6.91 1.06 128.94 0.71 7.63
CIBI Community Investors Bancorp 0.71 88.24 0.65 5.57 0.62 82.39 0.97 8.33
CKFB CKF Bancorp Inc. 0.12 189.39 0.10 0.48 0.22 42.66 1.82 7.74
CLAS Classic Bancshares Inc. 0.25 374.21 0.34 2.25 0.92 148.74 0.83 5.58
CMRN Cameron Financial Corp 0.34 279.51 0.38 1.78 0.94 82.65 1.17 5.30
CMSB Commonwealth Bancorp Inc. 0.68 100.96 0.42 4.45 0.69 94.35 0.73 7.56
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
Profitability as of
Asset Quality as of The Most Recent Quarter The Most Recent Quarter
------------------------------------------------------ -----------------------
NPLs/ Reserves/ NPAs/ NPAs/ Reserves/ Reserves/ Return on Return on
Loans NPLs Assets Equity Loans NPAs + 90 Avg Assets Avg Equity
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- ------------------------------------------------------ -----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CMSV Community Savings Bnkshrs(MHC) 0.55 113.79 0.41 3.61 0.62 90.57 0.80 7.02
CNIT CENIT Bancorp Inc. 0.28 273.59 0.45 6.49 0.77 103.38 0.80 11.24
CNSB CNS Bancorp Inc. 0.72 80.20 0.50 2.07 0.58 80.20 0.79 3.20
CNY Carver Bancorp Inc. 1.73 66.93 1.05 12.36 1.15 41.11 (0.11) (1.33)
COFI Charter One Financial 0.35 251.20 0.30 4.27 0.89 150.61 0.79 11.28
CONE Conestoga Bancorp, Inc. 0.23 80.00 0.16 0.99 0.18 26.87 0.66 4.10
COOP Cooperative Bankshares Inc. 0.00 NM 0.07 0.90 0.30 142.58 0.61 7.87
CRSB Crusader Holding Corp. 0.56 78.42 0.54 18.75 0.44 45.13 NA NA
CRZY Crazy Woman Creek Bancorp 0.39 237.50 0.18 0.78 0.92 237.50 1.29 5.05
CSBF CSB Financial Group Inc. NA NA NA NA 0.63 52.91 0.49 1.98
CTZN CitFed Bancorp Inc. 0.51 198.71 0.37 6.03 1.01 143.6 0.88 13.82
CVAL Chester Valley Bancorp Inc. 0.30 385.96 0.25 2.78 1.15 385.96 1.00 11.64
DCBI Delphos Citizens Bancorp Inc. 0.43 29.22 0.35 1.29 0.13 29.22 1.62 5.82
DIBK Dime Financial Corp. 0.61 539.86 0.29 3.49 3.30 433.25 1.94 24.20
DIME Dime Community Bancorp Inc. 0.82 165.95 0.53 4.24 1.36 145.69 0.90 6.15
DME Dime Bancorp Inc. 1.37 51.54 1.06 17.57 0.71 45.34 0.60 11.04
DNFC D & N Financial Corp. 0.29 275.65 0.29 5.4 0.80 199.00 0.88 15.75
DSL Downey Financial Corp. 0.78 76.96 0.89 12.05 0.60 61.86 0.79 11.07
EBI Equality Bancorp Inc. NA NA NA NA NA NA 0.54 7.87
EBSI Eagle Bancshares 1.31 70.43 1.18 15.04 0.92 56.90 0.64 7.50
EFBC Empire Federal Bancorp Inc. 0.00 NM 0.00 0.00 0.45 357.14 NA NA
EFBI Enterprise Federal Bancorp 0.00 NM 0.00 0.00 0.32 NM 0.83 6.94
EGFC Eagle Financial Corp. 0.74 116.03 0.52 7.32 0.86 87.45 0.42 5.93
EGLB Eagle BancGroup Inc. 1.37 55.33 1.36 11.44 0.76 40.27 0.30 2.46
EMLD Emerald Financial Corp. NA NA NA NA 0.35 NA 1.03 13.45
EQSB Equitable Federal Savings Bank 0.00 NM 0.38 7.31 0.26 32.66 0.75 14.84
ESBK Elmira Savings Bank (The) 0.64 133.30 0.63 9.89 0.86 103.23 0.42 6.67
ESX Essex Bancorp Inc. 1.06 119.5 1.92 24.53 1.27 51.58 0.12 1.41
ETFS East Texas Financial Services 0.66 68.42 0.33 1.90 0.45 68.42 0.64 3.48
FAB FIRSTFED AMERICA BANCORP INC. 0.37 324.39 0.35 3.14 1.19 263.67 0.17 1.49
FBBC First Bell Bancorp Inc. 0.11 112.78 0.09 0.87 0.12 112.78 1.08 10.25
FBCI Fidelity Bancorp Inc. 0.43 29.54 NA NA 0.13 NA 0.22 2.11
FBCV 1ST Bancorp 1.26 49.69 1.23 13.68 0.63 31.23 0.74 8.86
FBER 1st Bergen Bancorp 1.77 139.83 0.84 6.18 2.47 127.66 0.77 4.94
FBHC Fort Bend Holding Corp. 0.84 120.69 0.47 6.88 1.02 114.18 0.67 10.68
FBNW FirstBank Corp. 0.39 187.17 0.63 3.90 0.74 90.64 0.92 8.82
FBSI First Bancshares Inc. 0.04 905.26 0.04 0.25 0.37 76.11 1.16 8.38
FCB Falmouth Bancorp Inc. 0 NM 0 0 0.83 NM 1.00 4.04
FCBF FCB Financial Corp. 0.29 305.09 0.26 1.82 0.89 269.82 1.12 7.50
FCME First Coastal Corp. 2.06 121.23 1.59 16.33 2.49 108.25 4.13 46.76
FDEF First Defiance Financial 0.31 196.78 0.33 1.78 0.60 140.92 0.96 4.69
FED FirstFed Financial Corp. 0.91 287.76 0.96 18.00 2.62 210.84 0.56 11.25
FESX First Essex Bancorp Inc. 0.77 190.66 0.54 7.07 1.47 164.26 0.82 11.18
FFBA First Colorado Bancorp Inc. 0.18 223.19 0.15 1.12 0.40 201.71 1.31 9.92
FFBH First Federal Bancshares of AR 1.18 24.28 0.96 6.42 0.29 23.38 1.06 6.82
FFBI First Financial Bancorp Inc. 0.48 180.81 0.32 3.61 0.87 178.83 (0.07) (0.86)
FFBS FFBS BanCorp Inc. 0.04 NM 0.03 0.17 0.59 72.88 1.41 7.42
FFBZ First Federal Bancorp Inc. 0.66 166.83 0.57 7.55 1.10 149.74 0.97 12.67
FFCH First Financial Holdings Inc. 0.86 95.05 1.35 20.92 0.82 48.83 0.88 14.21
FFDB FirstFed Bancorp Inc. 0.92 103.21 NA NA 0.95 NA 0.96 9.89
FFDF FFD Financial Corp. 0.07 642.86 0.05 0.19 0.42 642.86 1.83 7.49
FFED Fidelity Federal Bancorp 0.34 299.50 0.30 4.11 1.01 240.48 0.73 12.62
FFES First Federal of East Hartford 1.23 108.72 0.25 3.64 1.33 88.43 0.57 8.80
FFFC FFVA Financial Corp. 0.19 530.28 0.11 0.80 1.02 530.28 1.15 8.65
FFFD North Central Bancshares Inc. NA NA NA NA 1.11 NA 1.86 7.94
FFFL Fidelity Bankshares Inc. (MHC) 0.47 58.82 0.40 4.82 0.28 51.95 0.67 7.63
FFHH FSF Financial Corp. 0.30 108.91 0.22 1.98 0.32 102.41 0.83 7.24
FFHS First Franklin Corp. 0.50 127.79 0.33 3.69 0.64 90.77 0.55 6.18
FFIC Flushing Financial Corp. 0.41 263.38 0.27 2.12 1.07 223.94 0.92 6.33
FFKY First Federal Financial Corp. 0 NM 0.07 0.49 0.52 98.79 1.63 11.94
FFLC FFLC Bancorp Inc. 0.08 695.87 0.19 1.46 0.53 224.83 1.00 7.18
FFOH Fidelity Financial of Ohio 0.23 167.81 0.18 1.54 0.38 167.81 0.93 7.22
FFPB First Palm Beach Bancorp Inc. 0.56 80.21 0.52 8.22 0.45 53.27 0.56 8.53
FFSL First Independence Corp. 1.15 70.91 0.89 8.90 0.81 40.91 0.65 6.26
</TABLE>
26
<PAGE>
<TABLE>
<CAPTION>
Profitability as of
Asset Quality as of The Most Recent Quarter The Most Recent Quarter
------------------------------------------------------ -----------------------
NPLs/ Reserves/ NPAs/ NPAs/ Reserves/ Reserves/ Return on Return on
Loans NPLs Assets Equity Loans NPAs + 90 Avg Assets Avg Equity
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- ------------------------------------------------------ -----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFSX First Fed SB of Siouxland(MHC) 0.19 257.66 0.14 1.62 0.49 195.85 0.74 8.70
FFWC FFW Corp. 0.33 168.93 0.31 3.28 0.56 120.30 1.03 10.50
FFWD Wood Bancorp Inc. 0.00 NM 0.02 0.14 0.44 93.94 1.44 11.43
FFYF FFY Financial Corp. 0.82 74.80 0.62 4.57 0.61 74.80 1.29 9.34
FGHC First Georgia Holding Inc. 1.59 44.40 1.64 19.79 0.71 12.42 1.12 13.49
FIBC Financial Bancorp Inc. 1.15 83.07 1.89 21.11 0.95 25.52 0.93 9.85
FISB First Indiana Corp. 1.34 121.6 1.38 14.60 1.63 100.34 1.17 12.16
FKFS First Keystone Financial 1.29 66.39 1.15 17.38 0.86 38.88 0.81 11.60
FKKY Frankfort First Bancorp Inc. 0.00 NM 0.00 0.00 0.08 71.94 0.18 0.84
FLAG FLAG Financial Corp. 5.47 51.58 3.92 43.07 2.82 49.66 0.91 10.01
FLFC First Liberty Financial Corp. 0.81 168.99 1.00 13.21 1.37 96.64 0.76 10.16
FLGS Flagstar Bancorp Inc. 2.44 11.23 3.04 50.79 0.27 8.02 1.43 22.94
FLKY First Lancaster Bancshares 2.52 13.93 2.28 7.74 0.35 13.93 1.24 3.64
FMBD First Mutual Bancorp Inc. 0.15 302.11 0.13 0.93 0.46 92.09 0.24 1.79
FMCO FMS Financial Corp. 1.63 57.50 1.15 17.73 0.94 43.53 1.03 15.86
FMSB First Mutual Savings Bank 0.00 NM 0.00 0.00 1.33 720.77 1.05 15.58
FNGB First Northern Capital Corp. 0.07 722.05 0.09 0.80 0.53 535.75 0.94 8.38
FOBC Fed One Bancorp 0.37 241.60 0.17 1.55 0.88 111.94 0.92 8.18
FPRY First Financial Bancorp NA NA NA NA 0.84 NA 0.57 8.95
FSBI Fidelity Bancorp Inc. 0.29 362.66 0.15 2.15 1.04 349.48 0.78 11.40
FSFF First SecurityFed Financial 0.00 NM 0.00 0.03 0.98 85.16 NA NA
FSLA First Savings Bank (MHC) 0.71 143.66 0.54 5.53 1.03 98.01 0.90 9.55
FSNJ Bayonne Bancshares Inc. NA NA NA NA 1.27 48.09 0.45 4.04
FSPG First Home Bancorp Inc. 1.11 122.39 0.77 11.17 1.36 95.63 0.93 14.03
FSPT FirstSpartan Financial Corp. 0.33 144.54 0.28 1.04 0.48 82.73 1.24 6.93
FSSB First FS&LA of San Bernardino 1.43 102.26 2.31 53.29 1.47 45.41 (1.18) (24.70)
FSTC First Citizens Corp. 1.45 100.93 1.12 11.11 1.46 99.21 1.88 19.41
FTF Texarkana First Financial Corp 0.00 NM 0.07 0.49 0.76 377.18 1.74 11.13
FTFC First Federal Capital Corp. 0.35 173.20 0.32 4.48 0.61 155.81 1.13 17.20
FTNB Fulton Bancorp Inc. 1.1 100.1 1.05 4.38 1.10 86.26 1.26 5.09
FTSB Fort Thomas Financial Corp. 2.22 23.24 2.04 12.88 0.52 23.24 1.23 7.53
FWWB First SB of Washington Bancorp 0.11 914.11 0.19 1.42 0.97 263.53 1.21 8.47
GAF GA Financial Inc. 0.56 76.28 0.22 1.49 0.43 76.28 1.15 7.19
GDVS Greater Delaware Valley (MHC) 0.49 203.17 1.32 11.80 1.00 38.83 0.83 7.20
GDW Golden West Financial 1.08 64.56 1.07 15.68 0.70 55.16 0.91 14.14
GFCO Glenway Financial Corp. 0.05 718.38 0.06 0.64 0.38 542.78 0.83 8.78
GFED Guaranty Federal Bcshs Inc. 0.52 237.08 0.61 2.02 1.24 154.73 1.02 7.19
GFSB GFS Bancorp Inc. 1.57 51.83 1.55 13.14 0.81 44.35 1.28 11.10
GLMR Gilmer Financial Svcs, Inc. 2.51 51.93 1.65 18.25 1.30 44.52 0.06 0.59
GOSB GSB Financial Corp. NA NA 0.10 0.35 0.23 137.39 0.64 3.79
GPT GreenPoint Financial Corp. 3.99 30.70 2.90 29.86 1.22 28.75 1.12 11.00
GSB Golden State Bancorp Inc. 1.04 125.35 1.08 15.92 1.31 90.12 0.66 10.22
GSBC Great Southern Bancorp Inc. 1.60 155.26 1.84 20.99 2.48 114.98 1.90 22.00
GSFC Green Street Financial Corp. 0.10 197.67 0.07 0.20 0.20 197.67 1.60 4.48
GSLA GS Financial Corp. 0.00 NM 0.01 0.02 0.81 211.96 1.31 3.48
GTPS Great American Bancorp NA NA NA NA 0.44 126.79 0.63 3.02
GUPB GFSB Bancorp Inc. 0.44 132.26 0.24 1.95 0.58 132.26 0.89 6.11
HALL Hallmark Capital Corp. 0.13 563.39 0.09 1.20 0.71 471.85 0.67 9.31
HARB Harbor Florida Bancorp (MHC) 0.37 355.94 0.51 5.69 1.31 197.92 1.28 15.29
HARL Harleysville Savings Bank 0.00 NM 0.00 0.02 0.78 NM 1.02 15.63
HARS Harris Financial Inc. (MHC) 0.76 124.14 0.62 7.63 0.94 63.10 0.89 10.80
HAVN Haven Bancorp Inc. 1.09 99.97 0.66 11.51 1.09 96.47 0.62 10.41
HBBI Home Building Bancorp 0.99 29.02 0.67 4.79 0.29 29.02 0.75 5.70
HBEI Home Bancorp of Elgin Inc. NA NA 0.35 1.31 NA NA 0.80 2.93
HBFW Home Bancorp 0.00 NM 0.00 0.00 0.47 464.55 0.86 6.54
HBNK Highland Bancorp Inc. 2.09 96.94 1.94 25.70 2.03 82.92 1.20 16.17
HBS Haywood Bancshares Inc. 0.71 90.28 0.67 4.76 0.64 71.19 1.37 9.41
HCBB HCB Bancshares Inc. NA NA NA NA 1.42 NA 0.30 2.00
HCBC High Country Bancorp Inc. 0.22 431.43 0.23 2.94 0.95 345.14 0.06 0.74
HCFC Home City Financial Corp. 0.95 77.27 0.82 4.16 0.73 77.27 NA NA
HEMT HF Bancorp Inc. 1.45 46.07 1.38 17.49 0.67 27.21 0.03 0.43
HFBC HopFed Bancorp Inc. 0 NM 0 0 0.23 93.93 0.77 8.99
HFFB Harrodsburg First Fin Bancorp 0.00 NM 0.00 0.00 0.41 70.72 1.36 5.06
HFFC HF Financial Corp. 0.35 324.37 0.33 3.44 1.14 241.11 1.07 11.48
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
Profitability as of
Asset Quality as of The Most Recent Quarter The Most Recent Quarter
------------------------------------------------------ -----------------------
NPLs/ Reserves/ NPAs/ NPAs/ Reserves/ Reserves/ Return on Return on
Loans NPLs Assets Equity Loans NPAs + 90 Avg Assets Avg Equity
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- ------------------------------------------------------ -----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HFGI Harrington Financial Group 0.27 69.97 0.18 3.96 0.19 21.99 0.20 3.99
HFNC HFNC Financial Corp. 0.62 157.77 0.79 4.33 0.98 100.96 1.22 5.96
HFSA Hardin Bancorp Inc. 0.36 106.88 0.19 1.67 0.39 106.88 0.76 6.06
HFWA Heritage Financial Corp. 0.16 817.44 0.10 1.19 1.30 817.44 NA NA
HHFC Harvest Home Financial Corp. 0.07 393.33 0.03 0.29 0.27 393.33 0.67 5.73
HIFS Hingham Instit. for Savings 0.98 91.33 0.77 7.99 0.89 91.33 1.26 13.00
HMLK Hemlock Federal Financial Corp 0.33 301.56 0.15 0.84 1.01 301.56 0.58 4.44
HMNF HMN Financial Inc. NA NA NA NA 0.61 340.52 0.98 6.79
HOMF Home Federal Bancorp 0.64 104.49 0.55 6.25 0.67 101.25 1.38 16.20
HPBC Home Port Bancorp Inc. 0 NM 0 0 1.47 NM 1.68 15.77
HRBF Harbor Federal Bancorp Inc. 0.83 37.43 0.53 4.21 0.31 37.43 0.75 5.77
HRZB Horizon Financial Corp. 0 NM 0 0 0.84 NM 1.57 10.05
HTHR Hawthorne Financial Corp. 7.34 23.14 8.06 130.98 1.70 18.44 1.07 19.43
HWEN Home Financial Bancorp 1.23 64.10 1.63 9.61 0.79 38.73 0.81 4.55
HZFS Horizon Financial Svcs Corp. 1.29 52.34 0.96 9.45 0.67 44.55 0.85 8.36
IBSF IBS Financial Corp. 0.38 130.18 0.11 0.64 0.49 130.18 0.79 4.36
IFSB Independence Federal Svgs Bank NA NA NA NA 0.36 NA 0.54 8.03
INBI Industrial Bancorp Inc. 0.23 236.04 0.23 1.35 0.54 155.81 1.48 8.38
INCB Indiana Community Bank SB NA NA NA NA 0.94 NA 0.52 4.28
IPSW Ipswich Savings Bank 0.55 176.11 0.95 18.29 0.96 77.31 1.18 20.68
ITLA ITLA Capital Corp. NA NA NA NA 1.50 NA 1.37 13.26
IWBK InterWest Bancorp Inc. 0.56 132.39 0.69 10.26 0.74 62.65 1.09 16.51
JOAC Joachim Bancorp Inc. 0.29 102.74 0.21 0.74 0.30 89.29 0.75 2.62
JSB JSB Financial Inc. 1.56 39.27 1.02 4.39 0.61 35.16 1.93 8.62
JSBA Jefferson Savings Bancorp 0.49 183.25 0.67 7.38 0.89 101.16 0.79 9.60
JXSB Jacksonville Savings Bk (MHC) 1.17 43.32 0.94 9.05 0.51 42.01 0.59 5.69
JXVL Jacksonville Bancorp Inc. 0.63 104.86 0.7 4.81 0.66 70.27 1.49 9.90
KFBI Klamath First Bancorp 0.03 932.65 0.02 0.10 0.24 932.65 1.07 6.11
KNK Kankakee Bancorp Inc. 0.72 122.13 0.89 8.1 0.88 49.02 0.87 8.04
KSAV KS Bancorp Inc. 0.53 64.74 0.44 3.44 0.34 64.74 1.09 8.37
KSBK KSB Bancorp Inc. NA NA NA NA 1.12 NA 1.08 14.51
KYF Kentucky First Bancorp Inc. 0.07 NM 0.04 0.22 0.77 348.65 1.13 6.77
LARK Landmark Bancshares Inc. 0.07 949.09 0.15 1.08 0.62 151.09 1.08 7.63
LARL Laurel Capital Group Inc. 0.54 225.09 0.42 3.96 1.22 203.92 1.40 13.45
LFBI Little Falls Bancorp Inc. 1.68 45.47 0.9 7.67 0.77 38.49 0.57 4.37
LFCO Life Financial Corp. NA NA NA NA 0.80 NA 3.61 31.20
LFED Leeds Federal Bankshares (MHC) 0.05 566.67 0.03 0.2 0.30 453.33 1.21 7.36
LISB Long Island Bancorp Inc. 1.24 73.47 0.89 9.66 0.91 62.67 0.86 9.45
LOGN Logansport Financial Corp. 0.67 56.84 0.62 3.25 0.38 45.62 1.50 7.71
LONF London Financial Corp. 0.26 238.16 0.20 1.46 0.62 238.16 1.08 5.62
LSBI LSB Financial Corp. NA NA NA NA 0.82 NA 0.80 9.07
LSBX Lawrence Savings Bank 0.64 298.58 0.52 4.95 1.91 168.85 2.31 25.64
LVSB Lakeview Financial 1.75 85.36 1.14 10.67 1.49 59.91 1.43 13.47
LXMO Lexington B&L Financial Corp. 0.85 56.09 0.67 2.52 0.48 56.09 1.24 4.22
MAFB MAF Bancorp Inc. 0.31 182.92 0.26 3.40 0.57 138.86 1.14 14.69
MARN Marion Capital Holdings 1.24 104.88 1.43 6.91 1.30 74.17 1.58 7.09
MASB MASSBANK Corp. 0.65 131.79 0.19 1.71 0.86 131.79 1.12 10.51
MBB MSB Bancorp Inc. NA NA NA NA 0.63 NA 0.53 6.15
MBBC Monterey Bay Bancorp Inc. 0.88 71.14 0.65 5.56 0.63 62.58 0.43 3.87
MBLF MBLA Financial Corp. 0.81 62.09 0.48 3.75 0.51 62.09 0.81 6.31
MBSP Mitchell Bancorp Inc. 1.88 34.31 1.77 4.41 0.64 29.42 1.51 3.62
MCBN Mid-Coast Bancorp Inc. 0.93 71.43 0.85 10.25 0.66 48.53 0.75 8.91
MDBK Medford Bancorp Inc. 0.30 390.09 0.16 1.75 1.17 379.54 1.05 11.81
MECH MECH Financial Inc. 0.68 351.65 0.58 5.87 2.39 270.14 1.61 15.99
MERI Meritrust Federal SB 0.32 128.24 0.20 2.31 0.41 62.38 1.18 14.45
METF Metropolitan Financial Corp. 0.39 203.47 0.52 13.09 0.79 108.45 0.69 17.58
MFBC MFB Corp. 0.00 NM 0.00 0.00 0.18 162.45 0.83 6.04
MFFC Milton Federal Financial Corp. 0.14 243.72 0.09 0.77 0.35 83.77 0.65 4.87
MFLR Mayflower Co-operative Bank 1.12 132.79 0.65 6.68 1.49 124.95 1.11 11.51
MFSL Maryland Federal Bancorp 0.35 135.21 0.42 4.88 0.47 65.66 0.82 9.73
MIFC Mid-Iowa Financial Corp. 0.39 105.32 0.21 2.23 0.41 105.32 1.21 13.06
MIVI Mississippi View Holding Co. 0.65 290.24 0.43 2.38 1.90 225.65 1.08 6.37
MONT Montgomery Financial Corp. 0.67 29.14 0.75 4.02 0.19 22.34 0.73 4.61
MRKF Market Financial Corp. 0.00 NM 0.00 0.00 0.18 26.94 1.04 3.15
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
Profitability as of
Asset Quality as of The Most Recent Quarter The Most Recent Quarter
------------------------------------------------------ -----------------------
NPLs/ Reserves/ NPAs/ NPAs/ Reserves/ Reserves/ Return on Return on
Loans NPLs Assets Equity Loans NPAs + 90 Avg Assets Avg Equity
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- ------------------------------------------------------ -----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MSBF MSB Financial Inc. 0.02 NM 0.02 0.12 0.46 51.31 1.51 8.83
MSBK Mutual Savings Bank FSB 0.08 754.41 0.07 1.07 0.62 434.66 0.08 1.19
MWBI Midwest Bancshares Inc. 0.84 73.86 0.73 10.15 0.62 52.45 0.87 12.56
MWBX MetroWest Bank 0.62 287.10 0.58 7.90 1.78 130.81 1.33 17.94
MWFD Midwest Federal Financial NA NA NA NA 1.02 NA 1.45 16.71
MYST Mystic Financial Inc. 0.29 315.24 0.18 2.86 0.91 315.24 NA NA
NASB North American Savings Bank 2.93 33.69 3.07 36.15 0.99 27.86 1.67 21.18
NBN Northeast Bancorp 1.09 112.63 1.03 13.34 1.22 93.77 0.75 9.72
NBSI North Bancshares Inc. 0.00 NM 0.00 0.00 0.26 NM 0.53 3.70
NEIB Northeast Indiana Bancorp 0.19 353.23 0.17 1.20 0.67 350.00 1.20 7.78
NHTB New Hampshire Thrift Bncshrs 0.79 143.45 0.87 11.13 1.14 105.97 0.74 9.98
NMSB NewMil Bancorp Inc. 1.51 214.55 0.78 8.39 3.24 172.67 0.87 8.49
NSLB NS&L Bancorp Inc. 0.06 220 0.03 0.17 0.13 51.16 0.78 3.83
NSSY NSS Bancorp Inc. 1.69 86.23 1.14 14.03 1.46 73.30 0.94 11.68
NTBK Net.B@nk Inc. 0.00 NM 0.00 0.00 1.14 NM NA NA
NTMG Nutmeg Federal S&LA NA NA NA NA 0.55 NA 0.68 9.71
NWEQ Northwest Equity Corp. 1.43 40.58 1.33 11.47 0.58 35.37 1.06 9.14
NWSB Northwest Bancorp Inc. (MHC) 0.72 117.54 0.72 7.83 0.85 86.28 0.94 9.80
NYB New York Bancorp Inc. 1.12 80.91 0.74 13.53 0.91 66.31 1.65 31.67
OCFC Ocean Financial Corp. 0.89 96.09 0.52 3.44 0.86 83.85 1.00 5.71
OCN Ocwen Financial Corp. NA NA NA NA NA NA 2.78 27.22
OFCP Ottawa Financial Corp. 0.28 158.32 0.27 3.09 0.44 109.69 0.87 9.93
OHSL OHSL Financial Corp. 0.04 688.31 0.03 0.30 0.31 73.10 0.87 7.86
OSFS Ohio State Financial Services 0.68 83.93 0.44 1.61 0.57 83.93 0.98 6.13
OTFC Oregon Trail Financial Corp. 0.30 180.70 0.18 0.69 0.55 180.70 NA NA
PBCI Pamrapo Bancorp Inc. 2.36 49.10 1.70 13.18 1.16 29.81 1.37 10.34
PBCT People's Bank (MHC) 0.96 163.86 0.68 7.85 1.57 153.86 1.18 13.92
PBHC Pathfinder Bancorp Inc. (MHC) NA NA NA NA 0.68 NA 0.97 8.24
PBKB People's Bancshares Inc. 1.03 101.37 0.57 14.41 1.04 98.78 0.83 16.65
PCBC Perry County Financial Corp. 0.06 277.78 0.01 0.06 0.17 277.78 1.08 5.72
PDB Piedmont Bancorp Inc. 0.87 93.11 1.13 6.96 0.81 52.20 1.22 7.26
PEDE Great Pee Dee Bancorp 0.56 102.58 0.45 1.06 0.57 97.55 NA NA
PEEK Peekskill Financial Corp. 2.90 46.24 0.77 3.03 1.34 39.49 1.09 4.23
PERM Permanent Bancorp Inc. 1.25 77.05 0.70 7.05 0.97 70.95 0.62 6.54
PERT Perpetual Bank (MHC) NA NA NA NA 1.02 NA 0.78 6.55
PFDC Peoples Bancorp 0.28 133.33 0.25 1.67 0.37 102.04 1.49 9.78
PFED Park Bancorp Inc. 0.49 147.06 0.23 1.04 0.73 125.00 0.87 3.84
PFFB PFF Bancorp Inc. 1.61 85.46 1.38 14.27 1.38 67 0.55 5.32
PFFC Peoples Financial Corp. 0.02 NM 0.04 0.2 0.25 480.65 0.79 3.27
PFNC Progress Financial Corp. 0.63 157.35 0.50 9.83 1.00 63.33 0.92 17.51
PFSB PennFed Financial Services Inc 0.63 44.69 0.55 7.97 0.28 33.00 0.81 11.05
PFSL Pocahontas FS&LA (MHC) 0.26 396.55 0.13 2.08 1.02 194.26 0.63 9.86
PHBK Peoples Heritage Finl Group 0.90 155.33 0.75 10.78 1.40 114.30 1.28 16.45
PHFC Pittsburgh Home Financial Corp 2.23 33.93 1.68 20.40 0.76 28.88 0.82 7.53
PHSB Peoples Home Savings Bk (MHC) 0.80 173.17 0.38 2.93 1.38 146.58 0.79 7.33
PKPS Poughkeepsie Financial Corp. 3.63 38.49 3.32 40.01 1.40 26.72 0.28 3.29
PLSK Pulaski Savings Bank (MHC) 0.86 102.47 0.53 4.43 0.89 95.10 0.64 6.01
PMFI Perpetual Midwest Financial 0.43 199.93 0.37 4.19 0.86 193.33 0.49 5.67
PRBC Prestige Bancorp Inc. 0.63 65.96 0.43 3.91 0.42 65.96 0.59 5.12
PROV Provident Financial Holdings 1.07 90.34 1.41 12.19 0.96 56.25 0.78 5.74
PSBK Progressive Bank Inc. 1.02 167.65 0.73 8.22 1.71 150.14 0.98 11.46
PSFC Peoples-Sidney Financial Corp. 0.94 47.72 0.82 3.33 0.45 34.69 1.14 5.75
PSFI PS Financial Inc. 1.64 31.79 0.68 1.83 0.52 31.79 2.03 5.26
PTRS Potters Financial Corp. 0.68 389.09 0.44 5.00 2.65 389.09 0.98 10.93
PULB Pulaski Bank, Svgs Bank (MHC) NA NA NA NA 0.46 NA 1.07 8.15
PULS Pulse Bancorp 2.75 60.73 0.85 10.32 1.67 43.79 1.10 13.71
PVFC PVF Capital Corp. 0.73 102.9 0.96 13.14 0.75 65.77 1.36 19.17
PVSA Parkvale Financial Corp. 0.47 397.79 0.36 4.49 1.88 397.79 1.07 14.71
PWBC PennFirst Bancorp Inc. 1.50 96.88 0.68 8.07 1.45 87.79 0.66 8.60
PWBK Pennwood Bancorp Inc. 1.07 74.85 0.74 4.13 0.80 34.66 0.96 5.14
QCBC Quaker City Bancorp Inc. 1.41 83.43 1.33 15.40 1.18 70.08 0.73 8.37
QCFB QCF Bancorp Inc. 0.67 288.79 0.39 2.24 1.95 214.67 1.62 9.27
QCSB Queens County Bancorp Inc. 0.50 138.71 0.53 4.74 0.69 89.32 1.57 11.69
RARB Raritan Bancorp Inc. 0.34 365.19 0.23 3.06 1.23 349.74 1.02 13.13
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
Profitability as of
Asset Quality as of The Most Recent Quarter The Most Recent Quarter
------------------------------------------------------ -----------------------
NPLs/ Reserves/ NPAs/ NPAs/ Reserves/ Reserves/ Return on Return on
Loans NPLs Assets Equity Loans NPAs + 90 Avg Assets Avg Equity
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- ------------------------------------------------------ -----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
RCBK Richmond County Financial Corp NA NA NA NA 1.12 NA NA NA
REDF RedFed Bancorp Inc. 1.36 62.87 1.69 20.25 0.86 45.34 1.12 13.43
RELI Reliance Bancshares Inc. 0.00 NM 0.00 0.00 0.57 NM 1.07 2.18
RELY Reliance Bancorp Inc. 1.15 76.23 0.54 6.35 0.88 69.33 0.9 10.92
RIVR River Valley Bancorp 0.79 133.67 0.71 5.56 1.05 122.47 0.80 6.79
ROSE TR Financial Corp. 0.85 84.84 0.48 7.73 0.72 74.9 0.98 15.86
RSLN Roslyn Bancorp Inc. 0.65 370.82 0.18 1.06 2.42 362.05 0.93 7.61
RVSB Riverview Bancorp Inc. 0.27 218.00 0.17 0.73 0.58 218.00 1.40 9.76
SBFL SB of the Finger Lakes (MHC) 0.90 121.93 0.50 5.33 1.10 103.35 0.37 3.83
SBOS Boston Bancorp (The) 1.41 42.86 0.65 5.23 0.61 18.09 1.89 21.12
SCBS Southern Community Bancshares 3.30 52.44 2.17 10.90 1.73 48.64 1.20 5.66
SCCB S. Carolina Community Bancshrs 1.64 49.66 1.53 7.41 0.81 42.40 1.00 3.95
SFED SFS Bancorp Inc. 0.99 58.58 0.82 6.71 0.58 53.36 0.63 5.04
SFFC StateFed Financial Corp. 1.89 17.52 1.74 9.86 0.33 14.72 1.27 7.21
SFIN Statewide Financial Corp. 0.64 132.09 0.33 3.56 0.84 104.03 0.81 8.46
SFSB SuburbFed Financial Corp. 0.51 58.49 0.37 5.53 0.30 42.37 0.66 10.03
SFSL Security First Corp. 0.48 176.82 0.43 4.62 0.84 176.70 1.37 14.73
SGVB SGV Bancorp Inc. 1.15 36.53 1.23 16.25 0.42 26.58 0.33 4.46
SHEN First Shenango Bancorp Inc. 1.07 116.66 1.04 8.11 1.25 83.27 1.15 10.20
SHSB SHS Bancorp Inc. 2.13 34.68 1.42 10.67 0.74 33.94 (0.23) (3.36)
SIB Staten Island Bancorp Inc. 2.24 61.72 1.13 12.45 1.38 58.76 1.17 12.33
SISB SIS Bancorp Inc. 0.76 350.9 0.44 6.12 2.67 279.99 0.68 9.53
SKAN Skaneateles Bancorp Inc. 1.81 65.84 1.89 27.38 1.19 52.90 0.68 9.78
SKBO First Carnegie Deposit (MHC) 1.12 76.50 0.50 2.89 0.85 47.72 0.63 4.49
SMBC Southern Missouri Bancorp Inc. 1.07 61.51 0.83 4.98 0.66 58.44 0.85 5.25
SOBI Sobieski Bancorp Inc. 0.11 259.74 0.26 1.82 0.29 87.34 0.61 3.95
SOPN First Savings Bancorp Inc. 0.30 101.34 0.20 0.87 0.30 101.34 1.75 7.43
SOSA Somerset Savings Bank 4.89 37.37 4.86 73.11 1.83 29.23 1.16 18.38
SPBC St. Paul Bancorp Inc. 0.20 533.34 0.17 1.91 1.06 308.50 1.09 12.24
SRN Southern Banc Co. 0.00 NM 0.00 0.00 0.19 NM 0.47 2.76
SSB Scotland Bancorp Inc. 0.00 NM 0.00 0.00 0.57 NM 1.66 5.21
SSFC South Street Financial Corp. 0.30 124.71 0.16 1.06 0.38 118.51 0.85 3.41
SSM Stone Street Bancorp Inc. 0.00 NM 0.00 0.00 0.62 229.34 1.56 4.57
STFR St. Francis Capital Corp. 0.42 190.95 0.21 2.59 0.81 126.18 0.78 9.55
STSA Sterling Financial Corp. 0.45 182.65 0.73 13.34 0.83 65.29 0.56 10.35
SVRN Sovereign Bancorp Inc. 0.81 112.56 0.63 11.52 0.91 94.38 0.58 10.58
SWBI Southwest Bancshares 0.25 115.50 0.18 1.52 0.29 115.50 1.10 9.80
SWCB Sandwich Bancorp Inc. 0.63 176.5 0.56 6.95 1.11 140.03 0.98 12.38
SZB SouthFirst Bancshares Inc. NA NA NA NA 0.78 NA 0.59 4.51
THR Three Rivers Financial Corp. 1.41 56.61 0.95 7.04 0.80 47.87 0.88 6.45
THRD TF Financial Corp. 0.55 146.82 0.29 3.46 0.80 117.08 0.77 7.39
TPNZ Tappan Zee Financial Inc. 2.56 45.98 1.19 6.99 1.18 39.34 0.84 4.85
TRIC Tri-County Bancorp Inc. 0.00 NM 0.00 0.00 1.01 NM 1.02 6.72
TSBK Timberland Bancorp Inc. NA NA NA NA 0.91 NA 1.64 14.48
TSBS Peoples Bancorp Inc. (MHC) 1.18 72.46 0.78 4.54 0.85 68.34 1.18 6.99
TSH Teche Holding Co. 0.44 219.88 0.38 2.84 0.97 215.27 0.98 7.31
TWIN Twin City Bancorp 0.00 NM 0.08 0.60 0.20 88.17 0.85 6.65
UBMT United Financial Corp. 0.00 NM 0.35 1.44 0.22 15.21 1.41 6.09
UCBC Union Community Bancorp 0.67 32.52 0.59 3.52 0.22 32.52 1.13 6.54
UFRM United Federal Savings Bank 0.97 114.45 0.91 12.62 1.10 88.10 0.64 8.70
USAB USABancshares, Inc. 1.07 70.22 0.57 6.75 0.75 70.22 0.53 4.57
UTBI United Tennessee Bankshares 0.00 NM 0.09 0.89 1.27 123.77 NA NA
VABF Virginia Beach Fed. Financial 0.14 677.24 0.50 6.98 0.95 59.40 0.62 9.13
WAMU Washington Mutual Inc. NA NA NA NA 0.99 NA 0.52 9.21
WAYN Wayne Savings Bancshares (MHC) 0.13 368.58 0.43 4.58 0.46 83.22 0.75 7.99
WBST Webster Financial Corp. 0.96 139.06 0.65 12.00 1.34 114.22 0.53 9.72
WCBI Westco Bancorp 0.25 147.79 0.19 1.26 0.37 147.79 1.51 9.81
WCFB Webster City Federal SB (MHC) 0.00 NM 0.06 0.26 0.70 652.54 1.45 6.18
WEFC Wells Financial Corp. NA NA NA NA NA NA 1.09 7.67
WEHO Westwood Homestead Fin. Corp. 0.00 NM 0.00 0.00 0.23 171.61 0.66 2.23
WES Westcorp NA NA NA NA 1.81 NA 1.04 11.04
WFI Winton Financial Corp. 0.07 398.08 0.22 2.94 0.29 100.24 1.09 15.13
WFSL Washington Federal Inc. 0.44 126.40 0.60 4.63 0.56 69.21 1.89 15.51
WHGB WHG Bancshares Corp. 1.21 19.59 0.95 4.85 0.24 19.59 0.76 3.61
</TABLE>
30
<PAGE>
<TABLE>
<CAPTION>
Profitability as of
Asset Quality as of The Most Recent Quarter The Most Recent Quarter
------------------------------------------------------ -----------------------
NPLs/ Reserves/ NPAs/ NPAs/ Reserves/ Reserves/ Return on Return on
Loans NPLs Assets Equity Loans NPAs + 90 Avg Assets Avg Equity
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- ------------------------------------------------------ -----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WOFC Western Ohio Financial Corp. 0.56 118.98 0.44 3.19 0.66 115.19 0.37 2.74
WRNB Warren Bancorp Inc. 0.44 381.43 0.83 7.68 1.68 132.18 2.03 19.53
WSB Washington Savings Bank, FSB NA NA NA NA 0.96 NA 0.88 10.54
WSBI Warwick Community Bancorp 1.02 78.04 0.67 6.63 0.80 67.04 NA NA
WSFS WSFS Financial Corp. 1.75 179.85 1.23 21.48 3.15 117.68 1.11 20.25
WSTR WesterFed Financial Corp. 0.44 164.57 0.29 2.82 0.73 136.97 0.78 7.16
WVFC WVS Financial Corp. 0.36 312.48 0.20 1.91 1.14 312.48 1.31 10.96
WYNE Wayne Bancorp Inc. 1.34 88.41 0.89 7.20 1.18 88.41 0.86 6.01
YFCB Yonkers Financial Corp. 0.96 85.97 0.49 3.63 0.82 71.78 1.05 7.11
YFED York Financial Corp. 0.08 921.36 1.01 11.41 0.75 29.20 0.95 11.22
-------------------------------------------------------------------------------
Average 0.79 181.11 0.67 7.39 0.89 132.63 0.96 8.97
</TABLE>
31
<PAGE>
<TABLE>
<CAPTION>
Profitability as of
Asset Quality as of The Most Recent Quarter The Most Recent Quarter
------------------------------------------------------ -----------------------
NPLs/ Reserves/ NPAs/ NPAs/ Reserves/ Reserves/ Return on Return on
Loans NPLs Assets Equity Loans NPAs + 90 Avg Assets Avg Equity
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- ------------------------------------------------------ -----------------------
Comparable Thrift Data
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CNY Carver Bancorp Inc. 1.73 66.93 1.05 12.36 1.15 41.11 (0.11) (1.33)
ESBK Elmira Savings Bank (The) 0.64 133.30 0.63 9.89 0.86 103.23 0.42 6.67
FIBC Financial Bancorp Inc. 1.15 83.07 1.89 21.11 0.95 25.52 0.93 9.85
FKFS First Keystone Financial 1.29 66.39 1.15 17.38 0.86 38.88 0.81 11.60
HRBF Harbor Federal Bancorp Inc. 0.83 37.43 0.53 4.21 0.31 37.43 0.75 5.77
IFSB Independence Federal Svgs Bank NA NA NA NA 0.36 NA 0.54 8.03
PBCI Pamrapo Bancorp Inc. 2.36 49.10 1.70 13.18 1.16 29.81 1.37 10.34
PHFC Pittsburgh Home Financial Corp 2.23 33.93 1.68 20.40 0.76 28.88 0.82 7.53
SKAN Skaneateles Bancorp Inc. 1.81 65.84 1.89 27.38 1.19 52.90 0.68 9.78
WYNE Wayne Bancorp Inc. 1.34 88.41 0.89 7.20 1.18 88.41 0.86 6.01
-------------------------------------------------------------------------------
Average 1.49 69.38 1.27 14.79 0.88 49.57 0.71 7.43
Median 1.34 66.39 1.15 13.18 0.91 38.88 0.78 7.78
Maximum 2.36 133.30 1.89 27.38 1.19 103.23 1.37 11.60
Minimum 0.64 33.93 0.53 4.21 0.31 25.52 (0.11) (1.33)
</TABLE>
32
<PAGE>
<TABLE>
<CAPTION>
Income Statement as of The Most Recent Quarter
--------------------------------------------------------------------------------------------
Net Interest Interest Net Interest Noninterest Noninterest
Interest Income/ Expense/ Income/ Income/ Expense/ Efficiency Overhead
Margin Avg Assets Avg Assets Avg Assets Avg Assets Avg Assets Ratio Ratio
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
%CAL California Federal Bank 2.63 6.91 4.50 2.41 1.02 2.27 62.36 46.37
%CCMD Chevy Chase Bank, FSB 3.89 7.14 3.89 3.25 5.86 7.60 79.02 41.20
AABC Access Anytime Bancorp Inc. 2.95 6.83 3.97 2.86 0.66 3.29 93.27 91.71
AADV Advantage Bancorp Inc. 3.18 7.54 4.49 3.05 0.66 2.13 54.74 44.91
ABBK Abington Bancorp Inc. 3.39 7.24 4.01 3.23 0.82 2.67 63.80 54.63
ABCL Alliance Bancorp Inc. 2.92 7.13 4.32 2.81 1.20 2.62 64.89 49.95
ABCW Anchor BanCorp Wisconsin 3.10 7.66 4.68 2.97 0.68 2.07 57.34 47.55
AFBC Advance Financial Bancorp 3.88 7.70 3.92 3.78 0.33 2.72 66.71 63.79
AFCB Affiliated Community Bancorp 3.35 7.49 4.23 3.26 0.16 1.65 48.43 45.96
AFED AFSALA Bancorp Inc. 3.56 7.00 3.61 3.39 0.24 2.30 63.33 60.73
AHCI Ambanc Holding Co. 3.42 7.27 3.97 3.31 0.22 2.82 68.59 66.48
AHM H.F. Ahmanson & Co. 2.69 7.12 4.54 2.58 0.53 1.75 49.55 39.19
ALBC Albion Banc Corp. 3.55 7.54 4.14 3.39 0.47 2.96 78.16 75.17
ALBK ALBANK Financial Corp. 3.96 7.39 3.64 3.75 0.38 2.32 52.70 47.95
AMFC AMB Financial Corp. 3.69 7.69 4.08 3.61 0.57 2.89 69.04 64.14
ANA Acadiana Bancshares Inc. 3.64 7.57 4.03 3.54 0.39 2.34 60.19 55.81
ANDB Andover Bancorp Inc. 3.22 7.28 4.17 3.10 0.43 1.84 49.95 43.09
ANE Alliance Bncp of New England 3.57 7.14 3.74 3.40 0.49 2.80 67.15 62.41
ASBI Ameriana Bancorp 3.16 7.38 4.35 3.03 0.56 2.25 62.77 55.89
ASBP ASB Financial Corp. 3.28 7.58 4.35 3.23 0.26 2.12 60.85 57.75
ASFC Astoria Financial Corp. 2.70 6.98 4.39 2.59 0.18 1.40 45.20 41.32
ATSB AmTrust Capital Corp. 2.82 7.04 4.35 2.69 0.55 2.87 88.31 85.91
AVND Avondale Financial Corp. 4.50 8.80 4.62 4.19 0.96 3.73 73.25 67.14
BANC BankAtlantic Bancorp Inc. 3.75 7.63 4.17 3.46 0.82 2.96 67.01 59.18
BDJI First Federal Bancorp. 3.30 7.27 4.13 3.13 0.53 2.54 68.86 63.59
BFD BostonFed Bancorp Inc. 3.40 7.23 3.95 3.29 0.39 2.28 65.01 60.83
BFFC Big Foot Financial Corp. NA NA NA NA NA NA NA NA
BFSB Bedford Bancshares Inc. 4.03 7.75 3.90 3.86 0.45 2.31 53.74 48.37
BKC American Bank of Connecticut 3.32 7.23 4.03 3.20 0.57 1.81 45.02 35.13
BKCT Bancorp Connecticut Inc. 3.80 7.54 3.83 3.71 0.31 2.06 50.86 46.73
BKUNA BankUnited Financial Corp. 2.08 7.17 5.17 2.00 0.17 1.45 64.48 61.40
BNKU Bank United Corp. 2.48 7.27 4.94 2.34 0.49 1.60 55.49 46.09
BPLS Bank Plus Corp. 2.28 6.99 4.77 2.22 0.34 2.02 71.75 67.39
BTHL Bethel Bancorp 4.47 8.57 4.34 4.24 0.80 3.89 74.42 69.60
BVCC Bay View Capital Corp. 2.86 7.74 4.95 2.79 0.38 2.11 63.65 58.72
BWFC Bank West Financial Corp. 3.06 7.32 4.43 2.89 0.57 2.60 75.10 70.20
BYFC Broadway Financial Corp. 4.47 7.51 3.18 4.33 0.39 3.99 80.80 79.06
CAFI Camco Financial Corp. 3.56 7.67 4.29 3.38 0.45 2.37 61.18 56.01
CAPS Capital Savings Bancorp Inc. 3.33 7.63 4.41 3.23 0.61 2.22 57.96 50.01
CASB Cascade Financial Corp. 3.06 7.92 4.96 2.95 0.36 2.26 67.75 63.83
CASH First Midwest Financial Inc. 3.26 7.69 4.55 3.15 0.37 1.96 52.84 47.23
CATB Catskill Financial Corp. 4.14 7.29 3.23 4.06 0.14 1.91 46.03 44.13
CBCI Calumet Bancorp Inc. 3.92 7.87 4.24 3.63 0.17 1.23 50.67 48.35
CBES CBES Bancorp Inc. 4.51 8.21 3.85 4.36 0.44 3.14 64.32 60.71
CBK Citizens First Financial Corp. 3.36 7.59 4.38 3.20 0.39 2.59 71.92 68.54
CBSA Coastal Bancorp Inc. 2.02 6.93 4.97 1.96 0.21 1.45 62.24 58.16
CBSB Charter Financial Inc. 3.82 7.67 4.05 3.62 0.61 2.30 50.32 41.87
CCFH CCF Holding Co. 4.03 7.44 3.66 3.78 0.77 4.68 103.01 103.62
CEBK Central Co-operative Bank 3.51 7.14 3.75 3.39 0.22 2.47 65.76 63.50
CENB Century Bancorp Inc. 3.77 7.18 3.53 3.65 0.04 1.21 33.21 32.49
CENF CENFED Financial Corp. 2.37 7.28 4.98 2.30 0.36 1.50 54.23 47.02
CFB Commercial Federal Corp. 2.58 7.41 4.96 2.45 0.87 1.73 49.11 31.01
CFBC Community First Banking Co. 4.20 8.06 4.05 4.01 0.97 3.90 78.00 72.68
CFCP Coastal Financial Corp. 3.96 7.89 4.18 3.71 0.70 2.62 58.94 51.19
CFFC Community Financial Corp. 3.96 7.84 4.05 3.78 0.37 2.07 49.88 45.02
CFNC Carolina Fincorp Inc. 4.06 7.40 3.50 3.90 0.47 2.50 57.15 51.97
CFSB CFSB Bancorp Inc. 3.06 7.40 4.39 3.00 0.63 1.87 51.34 41.12
CFTP Community Federal Bancorp 3.53 6.92 3.48 3.44 0.12 1.49 42.11 40.17
CFX CFX Corp. 3.95 7.43 3.77 3.66 0.68 2.77 62.72 55.84
CIBI Community Investors Bancorp 3.46 7.71 4.32 3.39 0.18 1.98 54.22 51.84
CKFB CKF Bancorp Inc. 3.75 7.46 3.80 3.66 0.10 1.67 42.50 40.92
CLAS Classic Bancshares Inc. 3.85 7.25 3.62 3.62 0.35 2.98 71.98 69.30
CMRN Cameron Financial Corp 3.94 7.96 4.19 3.77 0.11 1.91 49.12 47.69
CMSB Commonwealth Bancorp Inc. 3.36 6.93 3.79 3.14 0.62 2.95 71.15 65.50
</TABLE>
33
<PAGE>
<TABLE>
<CAPTION>
Income Statement as of The Most Recent Quarter
--------------------------------------------------------------------------------------------
Net Interest Interest Net Interest Noninterest Noninterest
Interest Income/ Expense/ Income/ Income/ Expense/ Efficiency Overhead
Margin Avg Assets Avg Assets Avg Assets Avg Assets Avg Assets Ratio Ratio
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CMSV Community Savings Bnkshrs(MHC) 3.54 7.27 3.93 3.34 0.58 2.71 69.13 63.76
CNIT CENIT Bancorp Inc. 3.25 7.23 4.17 3.06 0.58 2.35 62.48 55.39
CNSB CNS Bancorp Inc. 3.57 7.17 3.71 3.46 0.17 2.22 61.29 59.37
CNY Carver Bancorp Inc. 3.13 6.48 3.52 2.96 0.33 2.45 72.86 69.86
COFI Charter One Financial 2.93 7.38 4.55 2.82 0.71 1.66 46.26 32.79
CONE Conestoga Bancorp, Inc. 3.13 6.65 3.75 2.89 0.17 1.93 63.13 60.99
COOP Cooperative Bankshares Inc. 2.90 7.08 4.27 2.81 0.16 1.96 65.73 63.83
CRSB Crusader Holding Corp. NA NA NA NA NA NA NA NA
CRZY Crazy Woman Creek Bancorp 3.58 7.35 3.83 3.53 0.14 1.72 47.02 44.92
CSBF CSB Financial Group Inc. 3.35 6.65 3.41 3.24 0.22 2.73 75.34 73.70
CTZN CitFed Bancorp Inc. 2.40 6.93 4.66 2.27 1.06 1.96 55.38 34.52
CVAL Chester Valley Bancorp Inc. 3.80 7.70 3.98 3.72 0.39 2.58 62.82 58.91
DCBI Delphos Citizens Bancorp Inc. 3.98 7.43 3.52 3.91 0.25 1.71 41.11 37.30
DIBK Dime Financial Corp. 3.33 7.30 4.03 3.27 0.24 1.56 42.98 38.86
DIME Dime Community Bancorp Inc. 3.88 7.33 3.64 3.69 0.26 2.07 47.09 43.38
DME Dime Bancorp Inc. 2.51 6.85 4.46 2.39 0.51 1.69 56.68 47.40
DNFC D & N Financial Corp. 3.08 7.73 4.72 3.01 0.41 2.12 61.90 56.72
DSL Downey Financial Corp. 2.88 7.34 4.65 2.69 0.32 1.52 57.73 52.72
EBI Equality Bancorp Inc. 2.41 6.73 4.40 2.32 0.62 2.67 90.79 88.35
EBSI Eagle Bancshares 4.09 8.25 4.53 3.72 1.62 3.90 77.84 68.21
EFBC Empire Federal Bancorp Inc. NA NA NA NA NA NA NA NA
EFBI Enterprise Federal Bancorp 2.80 7.53 4.79 2.74 0.05 1.58 56.14 55.27
EGFC Eagle Financial Corp. 3.20 7.02 3.97 3.05 0.35 2.02 51.89 46.34
EGLB Eagle BancGroup Inc. 2.53 7.17 4.72 2.45 0.19 2.18 83.01 81.66
EMLD Emerald Financial Corp. 2.87 7.55 4.75 2.80 0.31 1.57 49.63 44.01
EQSB Equitable Federal Savings Bank 2.48 7.31 4.90 2.41 0.50 1.68 59.44 50.94
ESBK Elmira Savings Bank (The) 3.74 7.60 4.04 3.56 0.76 3.49 79.74 75.39
ESX Essex Bancorp Inc. 2.99 7.80 4.97 2.84 1.34 4.12 93.36 90.23
ETFS East Texas Financial Services 3.03 6.95 3.98 2.97 0.19 2.25 71.07 69.18
FAB FIRSTFED AMERICA BANCORP INC. 2.98 7.12 4.26 2.86 0.47 2.06 61.60 55.32
FBBC First Bell Bancorp Inc. 2.45 7.03 4.62 2.41 0.08 0.72 28.99 26.66
FBCI Fidelity Bancorp Inc. 3.00 7.36 4.42 2.94 0.24 1.86 58.28 54.91
FBCV 1ST Bancorp 2.59 7.52 5.04 2.48 0.43 2.29 75.23 70.91
FBER 1st Bergen Bancorp 3.58 7.19 3.73 3.47 0.10 2.15 60.20 59.06
FBHC Fort Bend Holding Corp. 3.24 6.97 4.00 2.97 1.83 3.98 84.03 74.22
FBNW FirstBank Corp. 4.37 8.20 4.08 4.11 0.83 3.86 78.20 73.82
FBSI First Bancshares Inc. 3.57 7.67 4.26 3.40 0.31 1.94 53.39 49.19
FCB Falmouth Bancorp Inc. 4.12 7.08 3.07 4.00 0.17 2.85 68.26 66.93
FCBF FCB Financial Corp. 3.46 7.74 4.34 3.40 0.38 1.82 48.07 42.34
FCME First Coastal Corp. 4.18 7.83 3.93 3.90 0.42 3.32 75.23 72.57
FDEF First Defiance Financial 4.20 7.82 3.81 4.01 0.25 2.51 57.91 55.28
FED FirstFed Financial Corp. 2.39 7.25 4.95 2.30 0.23 1.07 41.43 35.55
FESX First Essex Bancorp Inc. 3.31 7.59 4.42 3.18 0.25 2.01 55.12 51.52
FFBA First Colorado Bancorp Inc. 3.29 7.09 3.94 3.15 0.36 1.58 46.71 40.57
FFBH First Federal Bancshares of AR 3.21 7.59 4.43 3.16 0.25 1.83 54.29 50.64
FFBI First Financial Bancorp Inc. 3.01 7.21 4.31 2.90 0.55 2.72 78.85 74.88
FFBS FFBS BanCorp Inc. 3.70 7.48 3.84 3.64 0.50 1.92 46.26 38.94
FFBZ First Federal Bancorp Inc. 3.76 7.67 4.24 3.44 0.46 2.37 59.82 54.48
FFCH First Financial Holdings Inc. 3.11 7.54 4.53 3.01 0.73 2.23 59.43 49.60
FFDB FirstFed Bancorp Inc. 3.62 7.61 4.12 3.49 0.50 2.17 59.64 53.84
FFDF FFD Financial Corp. 3.35 6.98 3.68 3.31 0.07 1.95 57.77 56.88
FFED Fidelity Federal Bancorp 2.77 8.01 5.42 2.59 1.38 2.92 73.56 59.45
FFES First Federal of East Hartford 2.36 6.77 4.48 2.29 0.16 1.39 56.76 53.78
FFFC FFVA Financial Corp. 3.84 7.85 4.15 3.70 0.25 1.77 44.22 40.50
FFFD North Central Bancshares Inc. 4.06 7.69 3.75 3.94 1.09 2.17 43.21 27.56
FFFL Fidelity Bankshares Inc. (MHC) 3.36 7.29 4.10 3.18 0.41 2.56 70.69 66.90
FFHH FSF Financial Corp. 3.01 7.41 4.49 2.93 0.40 1.92 57.76 51.97
FFHS First Franklin Corp. 2.76 7.25 4.57 2.68 0.17 1.83 63.13 60.77
FFIC Flushing Financial Corp. 3.62 7.18 3.73 3.44 0.23 2.07 55.79 52.81
FFKY First Federal Financial Corp. 4.17 7.92 4.01 3.92 0.62 2.07 44.23 35.43
FFLC FFLC Bancorp Inc. 3.53 7.50 4.11 3.39 0.24 1.99 54.76 51.55
FFOH Fidelity Financial of Ohio 3.11 7.32 4.33 2.99 0.21 1.80 51.96 48.62
FFPB First Palm Beach Bancorp Inc. 2.77 7.34 4.67 2.67 0.39 2.12 69.50 65.04
FFSL First Independence Corp. 2.85 7.40 4.61 2.78 0.23 1.93 64.77 61.80
</TABLE>
34
<PAGE>
<TABLE>
<CAPTION>
Income Statement as of The Most Recent Quarter
--------------------------------------------------------------------------------------------
Net Interest Interest Net Interest Noninterest Noninterest
Interest Income/ Expense/ Income/ Income/ Expense/ Efficiency Overhead
Margin Avg Assets Avg Assets Avg Assets Avg Assets Avg Assets Ratio Ratio
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFSX First Fed SB of Siouxland(MHC) 3.08 7.41 4.47 2.94 0.54 2.30 66.05 59.83
FFWC FFW Corp. 3.28 7.71 4.53 3.17 0.45 1.97 53.11 46.47
FFWD Wood Bancorp Inc. 4.30 8.12 3.96 4.16 0.26 2.30 52.30 49.37
FFYF FFY Financial Corp. 3.75 7.81 4.16 3.65 0.17 1.82 47.63 45.22
FGHC First Georgia Holding Inc. 4.25 8.47 4.54 3.93 0.87 3.15 64.45 56.58
FIBC Financial Bancorp Inc. 3.80 7.32 3.71 3.61 0.23 1.96 51.62 48.49
FISB First Indiana Corp. 4.36 8.43 4.26 4.17 0.79 2.66 54.02 45.32
FKFS First Keystone Financial 3.34 7.30 4.08 3.22 0.30 2.24 63.66 60.22
FKKY Frankfort First Bancorp Inc. 3.35 7.24 3.97 3.28 0.04 1.69 51.02 50.42
FLAG FLAG Financial Corp. 3.67 7.40 4.03 3.37 1.24 3.32 71.24 60.66
FLFC First Liberty Financial Corp. 3.92 7.88 4.30 3.58 0.86 2.74 58.82 48.91
FLGS Flagstar Bancorp Inc. 2.71 6.84 4.40 2.44 4.29 4.10 55.37 (23.12)
FLKY First Lancaster Bancshares 4.86 8.30 3.50 4.79 0.00 2.73 56.95 56.95
FMBD First Mutual Bancorp Inc. 3.00 6.96 4.18 2.78 0.36 2.72 81.13 78.72
FMCO FMS Financial Corp. 3.77 7.29 3.69 3.60 0.46 2.46 58.12 52.73
FMSB First Mutual Savings Bank 3.78 8.46 4.78 3.67 0.36 2.25 55.77 51.39
FNGB First Northern Capital Corp. 3.26 7.28 4.14 3.14 0.44 2.09 58.32 52.45
FOBC Fed One Bancorp 3.40 7.26 3.97 3.29 0.18 2.00 55.55 53.11
FPRY First Financial Bancorp 3.13 7.64 4.68 2.95 0.50 2.71 77.74 74.01
FSBI Fidelity Bancorp Inc. 2.99 7.16 4.24 2.91 0.23 1.88 59.50 56.26
FSFF First SecurityFed Financial NA NA NA NA NA NA NA NA
FSLA First Savings Bank (MHC) 3.23 7.05 3.97 3.09 0.23 1.70 48.63 44.87
FSNJ Bayonne Bancshares Inc. 2.61 6.74 4.19 2.55 0.21 1.67 60.02 56.72
FSPG First Home Bancorp Inc. 3.08 7.57 4.57 3.00 0.20 1.77 54.34 51.36
FSPT FirstSpartan Financial Corp. 3.69 7.14 3.54 3.60 0.34 1.87 47.46 42.50
FSSB First FS&LA of San Bernardino 3.56 7.66 4.34 3.32 0.91 4.38 98.33 97.87
FSTC First Citizens Corp. 4.46 7.86 3.62 4.24 0.71 2.28 65.26 59.48
FTF Texarkana First Financial Corp 3.89 7.96 4.16 3.80 0.43 1.50 35.71 28.51
FTFC First Federal Capital Corp. 3.07 7.47 4.56 2.90 1.21 2.61 62.75 47.28
FTNB Fulton Bancorp Inc. 3.85 7.61 3.82 3.79 0.45 2.45 56.84 51.67
FTSB Fort Thomas Financial Corp. 4.15 8.49 4.46 4.03 0.31 2.29 52.81 49.23
FWWB First SB of Washington Bancorp 3.69 7.78 4.23 3.55 0.31 1.94 47.97 43.46
GAF GA Financial Inc. 3.61 7.26 3.75 3.51 0.27 2.03 53.20 49.62
GDVS Greater Delaware Valley (MHC) 3.55 7.17 3.74 3.42 0.24 2.37 64.71 62.22
GDW Golden West Financial 2.36 7.30 5.00 2.29 0.19 0.84 33.93 28.51
GFCO Glenway Financial Corp. 3.22 7.52 4.42 3.10 0.29 2.02 57.57 53.64
GFED Guaranty Federal Bcshs Inc. 3.56 7.73 4.33 3.4 0.33 2.12 57.16 53.06
GFSB GFS Bancorp Inc. 3.51 8.12 4.64 3.48 0.20 1.80 48.95 46.01
GLMR Gilmer Financial Svcs, Inc. 2.78 7.50 4.74 2.76 0.51 2.41 73.93 69.11
GOSB GSB Financial Corp. 3.69 6.26 2.73 3.53 0.20 2.66 71.29 69.67
GPT GreenPoint Financial Corp. 3.87 7.39 3.78 3.61 0.35 2.03 42.81 37.25
GSB Golden State Bancorp Inc. 2.72 7.06 4.48 2.58 0.62 1.80 54.15 43.16
GSBC Great Southern Bancorp Inc. 4.09 8.23 4.29 3.94 1.41 2.57 48.88 30.56
GSFC Green Street Financial Corp. 4.37 7.43 3.10 4.33 0.05 1.79 41.01 40.29
GSLA GS Financial Corp. 4.60 7.12 2.70 4.42 0.03 2.39 53.73 53.43
GTPS Great American Bancorp 4.35 7.33 3.28 4.04 0.54 3.37 74.09 70.63
GUPB GFSB Bancorp Inc. 3.00 7.35 4.38 2.97 0.06 1.67 54.92 53.97
HALL Hallmark Capital Corp. 2.55 7.66 5.18 2.48 0.22 1.52 56.28 52.48
HARB Harbor Florida Bancorp (MHC) 3.81 7.83 4.12 3.71 0.35 1.97 47.94 42.97
HARL Harleysville Savings Bank 2.78 7.41 4.70 2.71 0.12 1.25 44.34 41.91
HARS Harris Financial Inc. (MHC) 2.50 7.07 4.67 2.40 0.33 1.80 62.68 57.54
HAVN Haven Bancorp Inc. 3.08 7.09 4.18 2.91 0.78 2.56 68.71 60.32
HBBI Home Building Bancorp 3.54 7.56 4.14 3.43 0.25 2.50 68.18 65.89
HBEI Home Bancorp of Elgin Inc. 4.31 7.04 2.97 4.07 0.29 3.07 70.95 68.89
HBFW Home Bancorp 2.86 7.41 4.59 2.81 0.08 1.39 48.15 46.73
HBNK Highland Bancorp Inc. 4.40 8.77 4.76 4.01 0.35 2.05 44.43 39.55
HBS Haywood Bancshares Inc. 3.39 7.34 4.10 3.24 0.27 1.40 58.55 55.05
HCBB HCB Bancshares Inc. 3.14 7.25 4.23 3.02 0.25 2.66 79.15 77.41
HCBC High Country Bancorp Inc. 4.41 8.09 3.95 4.14 0.20 3.37 77.66 76.58
HCFC Home City Financial Corp. NA NA NA NA NA NA NA NA
HEMT HF Bancorp Inc. 2.44 7.02 4.67 2.35 0.25 2.21 73.06 70.25
HFBC HopFed Bancorp Inc. 2.17 6.52 4.39 2.13 0.30 1.20 49.51 42.50
HFFB Harrodsburg First Fin Bancorp 3.63 7.12 3.56 3.56 0.09 1.55 42.33 40.86
HFFC HF Financial Corp. 3.71 8.01 4.49 3.53 1.46 3.19 62.21 46.59
</TABLE>
35
<PAGE>
<TABLE>
<CAPTION>
Income Statement as of The Most Recent Quarter
--------------------------------------------------------------------------------------------
Net Interest Interest Net Interest Noninterest Noninterest
Interest Income/ Expense/ Income/ Income/ Expense/ Efficiency Overhead
Margin Avg Assets Avg Assets Avg Assets Avg Assets Avg Assets Ratio Ratio
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HFGI Harrington Financial Group 1.35 6.58 5.26 1.31 0.05 1.03 75.04 74.02
HFNC HFNC Financial Corp. 3.40 7.61 4.31 3.29 0.12 1.84 53.55 51.92
HFSA Hardin Bancorp Inc. 2.77 7.37 4.64 2.74 0.25 1.80 60.72 57.15
HFWA Heritage Financial Corp. NA NA NA NA NA NA NA NA
HHFC Harvest Home Financial Corp. 2.65 7.06 4.46 2.61 0.06 1.65 62.00 61.07
HIFS Hingham Instit. for Savings 4.02 7.76 3.86 3.90 0.31 2.11 50.10 46.15
HMLK Hemlock Federal Financial Corp 3.50 6.99 3.54 3.45 0.33 2.17 57.44 53.32
HMNF HMN Financial Inc. 2.77 7.18 4.48 2.70 0.18 1.58 54.74 51.80
HOMF Home Federal Bancorp 3.69 7.92 4.41 3.51 0.86 2.16 50.22 37.96
HPBC Home Port Bancorp Inc. 4.71 8.13 3.58 4.56 0.46 2.21 44.09 38.47
HRBF Harbor Federal Bancorp Inc. 3.00 7.38 4.44 2.94 0.13 1.87 60.75 58.96
HRZB Horizon Financial Corp. 3.64 7.75 4.23 3.52 0.26 1.40 37.01 32.28
HTHR Hawthorne Financial Corp. 3.62 8.60 5.07 3.53 0.37 2.50 63.75 59.97
HWEN Home Financial Bancorp 4.39 8.60 4.36 4.24 0.32 3.35 74.61 72.71
HZFS Horizon Financial Svcs Corp. 3.27 7.62 4.48 3.13 0.51 2.38 64.08 58.23
IBSF IBS Financial Corp. 3.12 6.98 3.95 3.03 0.11 1.93 61.58 60.22
IFSB Independence Federal Svgs Bank 2.62 7.22 4.73 2.49 1.05 3.05 82.36 74.88
INBI Industrial Bancorp Inc. 4.05 8.04 4.07 3.97 0.15 1.78 43.27 41.16
INCB Indiana Community Bank SB 4.28 7.74 3.57 4.17 1.04 3.97 76.12 70.14
IPSW Ipswich Savings Bank 3.60 7.17 3.74 3.43 0.58 2.39 60.16 53.44
ITLA ITLA Capital Corp. 4.65 9.32 4.74 4.58 0.18 2.04 41.96 39.69
IWBK InterWest Bancorp Inc. 3.25 7.56 4.51 3.05 0.61 2.17 58.16 49.74
JOAC Joachim Bancorp Inc. 4.22 7.19 3.06 4.12 0.14 2.95 69.75 68.74
JSB JSB Financial Inc. 4.71 7.03 2.61 4.43 0.26 1.75 39.02 35.39
JSBA Jefferson Savings Bancorp 3.04 7.50 4.56 2.94 0.16 1.77 53.48 50.96
JXSB Jacksonville Savings Bk (MHC) 3.53 7.60 4.29 3.31 0.41 2.82 75.69 72.64
JXVL Jacksonville Bancorp Inc. 3.89 7.78 3.99 3.79 0.56 2.17 52.33 45.28
KFBI Klamath First Bancorp 3.32 7.14 3.92 3.22 0.17 1.71 47.68 44.92
KNK Kankakee Bancorp Inc. 3.22 7.23 4.15 3.09 0.46 2.37 65.13 59.95
KSAV KS Bancorp Inc. 3.86 7.80 4.12 3.68 0.11 2.01 52.79 51.36
KSBK KSB Bancorp Inc. 4.49 8.36 4.01 4.35 0.78 3.21 61.08 54.15
KYF Kentucky First Bancorp Inc. 3.46 7.23 3.85 3.37 0.18 1.91 53.63 51.11
LARK Landmark Bancshares Inc. 3.15 7.50 4.41 3.09 0.25 1.60 47.64 43.37
LARL Laurel Capital Group Inc. 3.69 7.43 3.81 3.62 0.32 1.72 43.61 38.58
LFBI Little Falls Bancorp Inc. 2.69 6.60 4.02 2.58 0.07 1.78 60.34 59.22
LFCO Life Financial Corp. 3.74 6.00 3.64 2.36 8.89 4.30 37.89 (196.30)
LFED Leeds Federal Bankshares (MHC) 2.95 7.06 4.16 2.90 0.10 1.05 35.11 32.88
LISB Long Island Bancorp Inc. 2.80 6.93 4.24 2.69 0.46 1.86 58.33 51.28
LOGN Logansport Financial Corp. 3.95 7.62 3.80 3.81 0.20 1.55 38.75 35.59
LONF London Financial Corp. 3.73 7.66 3.97 3.69 0.18 2.34 60.61 58.70
LSBI LSB Financial Corp. 3.44 7.80 4.45 3.34 0.35 2.45 66.28 62.77
LSBX Lawrence Savings Bank 3.26 7.23 4.07 3.17 0.38 2.21 62.11 57.60
LVSB Lakeview Financial 3.42 6.91 3.63 3.28 0.66 2.29 50.07 40.01
LXMO Lexington B&L Financial Corp. 3.93 7.61 3.80 3.81 0.13 2.01 51.18 49.50
MAFB MAF Bancorp Inc. 2.97 7.20 4.38 2.83 0.45 1.44 47.82 39.48
MARN Marion Capital Holdings 4.30 7.79 3.81 3.98 0.60 2.51 49.75 42.19
MASB MASSBANK Corp. 2.91 6.66 3.81 2.86 0.20 1.39 44.33 40.35
MBB MSB Bancorp Inc. 3.26 6.65 3.66 3.00 0.52 2.48 57.01 49.52
MBBC Monterey Bay Bancorp Inc. 2.83 7.15 4.44 2.72 0.33 2.29 68.20 64.31
MBLF MBLA Financial Corp. 2.10 6.95 4.87 2.08 0.01 0.64 30.44 30.26
MBSP Mitchell Bancorp Inc. 5.10 7.71 2.76 4.95 0.01 2.41 48.69 48.54
MCBN Mid-Coast Bancorp Inc. 3.99 7.97 4.27 3.71 0.39 2.92 70.84 67.77
MDBK Medford Bancorp Inc. 3.26 6.95 3.82 3.14 0.25 1.72 47.33 43.06
MECH MECH Financial Inc. 3.84 7.08 3.46 3.61 0.92 2.79 61.67 51.90
MERI Meritrust Federal SB 3.53 7.28 3.90 3.38 0.73 2.24 54.85 45.14
METF Metropolitan Financial Corp. 3.48 8.27 4.97 3.30 0.42 2.40 63.73 59.06
MFBC MFB Corp. 3.23 7.52 4.35 3.17 0.18 1.96 58.39 55.99
MFFC Milton Federal Financial Corp. 2.97 7.33 4.45 2.88 0.14 2.04 67.70 66.16
MFLR Mayflower Co-operative Bank 4.00 7.47 3.71 3.76 0.37 2.40 57.37 53.23
MFSL Maryland Federal Bancorp 2.73 7.26 4.58 2.67 0.23 1.60 53.99 49.99
MIFC Mid-Iowa Financial Corp. 3.00 7.32 4.41 2.91 0.92 2.15 56.25 42.50
MIVI Mississippi View Holding Co. 3.91 7.48 3.62 3.85 0.25 2.35 57.68 54.88
MONT Montgomery Financial Corp. 3.39 7.76 4.50 3.25 0.03 1.97 61.50 61.14
MRKF Market Financial Corp. 3.69 6.72 3.07 3.65 0.01 2.08 56.77 56.64
</TABLE>
36
<PAGE>
<TABLE>
<CAPTION>
Income Statement as of The Most Recent Quarter
--------------------------------------------------------------------------------------------
Net Interest Interest Net Interest Noninterest Noninterest
Interest Income/ Expense/ Income/ Income/ Expense/ Efficiency Overhead
Margin Avg Assets Avg Assets Avg Assets Avg Assets Avg Assets Ratio Ratio
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MSBF MSB Financial Inc. 4.78 8.26 3.65 4.61 0.46 2.80 55.35 50.86
MSBK Mutual Savings Bank FSB 1.75 6.49 4.77 1.72 0.47 2.18 99.81 99.76
MWBI Midwest Bancshares Inc. 2.88 7.42 4.64 2.78 0.23 1.78 59.12 55.71
MWBX MetroWest Bank 4.11 7.73 3.81 3.92 0.39 2.64 59.83 55.83
MWFD Midwest Federal Financial 4.00 7.99 4.21 3.78 0.86 2.90 61.55 52.82
MYST Mystic Financial Inc. NA NA NA NA NA NA NA NA
NASB North American Savings Bank 3.61 8.41 4.88 3.53 0.82 2.04 47.31 35.08
NBN Northeast Bancorp 4.08 8.32 4.41 3.91 0.58 3.28 70.33 65.93
NBSI North Bancshares Inc. 3.27 7.28 4.14 3.14 0.19 2.55 76.56 75.13
NEIB Northeast Indiana Bancorp 3.58 7.87 4.33 3.53 0.30 1.73 45.15 40.52
NHTB New Hampshire Thrift Bncshrs 3.86 8.00 4.35 3.65 0.64 2.97 65.64 59.64
NMSB NewMil Bancorp Inc. 3.97 7.37 3.54 3.84 0.45 2.67 65.15 61.07
NSLB NS&L Bancorp Inc. 3.23 6.65 3.52 3.14 0.34 2.34 67.29 63.77
NSSY NSS Bancorp Inc. 3.06 7.11 4.13 2.98 0.67 2.63 68.74 61.67
NTBK Net.B@nk Inc. NA NA NA NA NA NA NA NA
NTMG Nutmeg Federal S&LA 4.20 7.30 3.30 3.99 1.23 4.07 76.54 69.33
NWEQ Northwest Equity Corp. 3.83 8.01 4.39 3.62 0.44 2.34 55.95 50.54
NWSB Northwest Bancorp Inc. (MHC) 3.80 7.85 4.22 3.63 0.31 2.26 55.23 51.41
NYB New York Bancorp Inc. 3.81 7.66 3.93 3.73 0.38 1.61 38.52 32.27
OCFC Ocean Financial Corp. 3.23 6.92 3.78 3.14 0.16 1.65 50.90 48.32
OCN Ocwen Financial Corp. 4.91 9.61 5.51 4.10 0.99 3.23 85.96 82.56
OFCP Ottawa Financial Corp. 3.35 7.45 4.34 3.11 0.41 2.15 57.12 51.43
OHSL OHSL Financial Corp. 3.17 7.63 4.54 3.09 0.16 1.98 61.03 58.97
OSFS Ohio State Financial Services 3.85 7.10 3.35 3.76 0.12 2.39 61.92 60.72
OTFC Oregon Trail Financial Corp. NA NA NA NA NA NA NA NA
PBCI Pamrapo Bancorp Inc. 4.72 7.69 3.21 4.48 0.36 2.65 53.02 49.28
PBCT People's Bank (MHC) 3.51 6.70 3.47 3.23 2.43 4.07 70.74 48.74
PBHC Pathfinder Bancorp Inc. (MHC) 11.97 7.39 3.60 3.80 0.51 3.02 66.18 61.64
PBKB People's Bancshares Inc. 3.11 7.24 4.26 2.98 0.29 2.61 77.55 75.34
PCBC Perry County Financial Corp. 2.85 6.88 4.07 2.81 0.04 1.08 37.74 36.82
PDB Piedmont Bancorp Inc. 3.95 7.84 3.99 3.85 0.28 2.13 52.18 48.65
PEDE Great Pee Dee Bancorp NA NA NA NA NA NA NA NA
PEEK Peekskill Financial Corp. 3.69 6.74 3.10 3.64 0.12 1.82 48.28 46.54
PERM Permanent Bancorp Inc. 2.72 7.15 4.54 2.62 0.43 1.99 64.17 58.27
PERT Perpetual Bank (MHC) 3.85 7.72 4.04 3.68 0.91 2.93 63.96 55.05
PFDC Peoples Bancorp 3.69 7.70 4.05 3.65 0.22 1.45 37.31 33.47
PFED Park Bancorp Inc. 3.56 7.03 3.60 3.42 0.10 2.20 66.89 65.89
PFFB PFF Bancorp Inc. 2.89 7.23 4.42 2.81 0.47 2.03 60.59 54.06
PFFC Peoples Financial Corp. 3.71 7.19 3.58 3.61 0.03 2.42 66.44 66.13
PFNC Progress Financial Corp. 4.57 8.21 3.96 4.25 1.21 4.06 71.06 62.82
PFSB PennFed Financial Services Inc 2.59 7.13 4.64 2.49 0.16 1.32 42.55 38.95
PFSL Pocahontas FS&LA (MHC) 2.02 6.97 5.01 1.96 0.33 1.31 57.35 50.13
PHBK Peoples Heritage Finl Group 4.66 7.68 3.41 4.28 0.95 3.26 59.53 50.59
PHFC Pittsburgh Home Financial Corp 2.97 7.53 4.66 2.86 0.20 1.82 58.81 55.92
PHSB Peoples Home Savings Bk (MHC) 3.54 7.24 3.80 3.43 0.38 2.75 72.11 68.98
PKPS Poughkeepsie Financial Corp. 3.30 7.66 4.51 3.15 0.44 2.74 68.28 63.90
PLSK Pulaski Savings Bank (MHC) 3.23 7.25 4.19 3.06 0.10 2.04 64.22 63.03
PMFI Perpetual Midwest Financial 2.97 7.67 4.83 2.84 0.39 2.21 68.41 64.10
PRBC Prestige Bancorp Inc. 3.18 7.00 3.91 3.08 0.26 2.33 69.66 67.08
PROV Provident Financial Holdings 3.19 7.13 4.06 3.07 0.70 2.83 75.79 70.25
PSBK Progressive Bank Inc. 4.05 7.78 3.93 3.85 0.38 2.43 53.62 49.04
PSFC Peoples-Sidney Financial Corp. 3.79 7.76 4.04 3.72 0.06 1.91 50.42 49.57
PSFI PS Financial Inc. 5.20 7.42 2.52 4.90 0.10 1.55 30.97 29.58
PTRS Potters Financial Corp. 3.36 7.13 3.88 3.25 0.29 2.44 70.91 68.28
PULB Pulaski Bank, Svgs Bank (MHC) 3.78 7.61 3.92 3.69 0.27 2.39 60.31 57.39
PULS Pulse Bancorp 2.68 7.00 4.38 2.63 0.08 1.02 37.71 35.92
PVFC PVF Capital Corp. 3.96 8.77 4.83 3.94 0.32 2.23 52.46 48.63
PVSA Parkvale Financial Corp. 2.98 7.23 4.30 2.93 0.23 1.44 44.92 40.59
PWBC PennFirst Bancorp Inc. 2.16 6.89 4.79 2.10 0.13 1.20 50.85 47.87
PWBK Pennwood Bancorp Inc. 4.43 7.91 3.70 4.20 0.25 2.85 62.07 59.81
QCBC Quaker City Bancorp Inc. 3.06 7.65 4.65 3.00 0.33 1.86 53.17 48.08
QCFB QCF Bancorp Inc. 4.14 7.19 3.12 4.07 0.38 1.80 40.43 34.85
QCSB Queens County Bancorp Inc. 4.54 8.14 3.72 4.42 0.12 1.92 42.29 40.78
RARB Raritan Bancorp Inc. 3.57 7.22 3.80 3.43 0.25 1.95 52.01 48.52
</TABLE>
37
<PAGE>
<TABLE>
<CAPTION>
Income Statement as of The Most Recent Quarter
--------------------------------------------------------------------------------------------
Net Interest Interest Net Interest Noninterest Noninterest
Interest Income/ Expense/ Income/ Income/ Expense/ Efficiency Overhead
Margin Avg Assets Avg Assets Avg Assets Avg Assets Avg Assets Ratio Ratio
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
RCBK Richmond County Financial Corp NA NA NA NA NA NA NA NA
REDF RedFed Bancorp Inc. 3.37 7.13 3.94 3.19 0.75 2.66 64.00 55.50
RELI Reliance Bancshares Inc. 5.02 7.39 2.59 4.80 0.05 3.11 64.15 63.80
RELY Reliance Bancorp Inc. 3.41 7.16 3.94 3.22 0.2 1.79 46.67 43.28
RIVR River Valley Bancorp 3.71 7.01 3.45 3.57 0.53 2.86 69.21 64.59
ROSE TR Financial Corp. 2.63 7.19 4.61 2.58 0.20 1.29 46.09 41.84
RSLN Roslyn Bancorp Inc. 2.76 6.23 3.50 2.73 0.19 1.33 44.80 40.98
RVSB Riverview Bancorp Inc. 4.51 8.17 3.94 4.24 0.86 2.95 54.96 45.77
SBFL SB of the Finger Lakes (MHC) 3.16 7.15 4.10 3.05 0.26 2.81 83.05 81.61
SBOS Boston Bancorp (The) 2.72 6.92 4.27 2.65 0.16 1.51 56.25 53.67
SCBS Southern Community Bancshares 3.97 7.30 3.39 3.91 0.24 2.28 54.94 52.14
SCCB S. Carolina Community Bancshrs 4.14 7.68 3.62 4.06 0.25 2.68 61.79 59.42
SFED SFS Bancorp Inc. 3.46 7.26 3.89 3.37 0.25 2.55 70.82 68.67
SFFC StateFed Financial Corp. 3.47 7.79 4.51 3.28 0.16 1.44 52.28 50.02
SFIN Statewide Financial Corp. 3.70 7.28 3.68 3.60 0.29 2.49 63.67 60.76
SFSB SuburbFed Financial Corp. 2.85 7.12 4.37 2.75 0.67 2.56 74.48 68.24
SFSL Security First Corp. 4.00 8.26 4.40 3.86 0.26 1.99 47.85 44.31
SGVB SGV Bancorp Inc. 2.60 7.19 4.68 2.52 0.27 2.15 74.85 72.18
SHEN First Shenango Bancorp Inc. 3.22 7.44 4.27 3.17 0.19 1.47 42.86 39.36
SHSB SHS Bancorp Inc. 2.90 7.75 4.91 2.85 0.14 2.16 69.84 68.32
SIB Staten Island Bancorp Inc. 4.38 7.07 2.83 4.24 0.39 2.27 46.61 41.69
SISB SIS Bancorp Inc. 3.80 7.12 3.53 3.59 0.92 2.99 65.85 57.08
SKAN Skaneateles Bancorp Inc. 4.13 7.73 3.84 3.88 0.72 3.38 72.00 66.80
SKBO First Carnegie Deposit (MHC) 2.66 6.74 4.16 2.58 0.06 1.62 61.43 60.60
SMBC Southern Missouri Bancorp Inc. 3.19 7.07 3.94 3.14 0.35 2.05 61.45 57.14
SOBI Sobieski Bancorp Inc. 3.38 7.27 4.02 3.25 0.17 2.39 70.09 68.55
SOPN First Savings Bancorp Inc. 3.90 7.57 3.75 3.83 0.17 1.24 30.99 27.85
SOSA Somerset Savings Bank 4.04 8.17 4.31 3.85 0.22 2.96 63.36 61.24
SPBC St. Paul Bancorp Inc. 3.01 7.00 4.11 2.88 0.90 2.14 59.09 46.34
SRN Southern Banc Co. 2.77 7.05 4.33 2.72 0.10 2.08 72.14 71.15
SSB Scotland Bancorp Inc. 4.58 7.56 3.06 4.50 0.11 2.26 48.91 47.66
SSFC South Street Financial Corp. 3.37 7.15 3.85 3.30 0.06 1.93 57.30 56.46
SSM Stone Street Bancorp Inc. 4.80 7.91 3.24 4.68 0.14 2.25 46.72 45.11
STFR St. Francis Capital Corp. 2.74 7.11 4.57 2.54 0.37 1.99 64.20 59.00
STSA Sterling Financial Corp. 2.81 7.62 4.97 2.65 0.48 2.16 64.77 58.45
SVRN Sovereign Bancorp Inc. 2.63 7.16 4.62 2.54 0.23 1.36 45.74 40.73
SWBI Southwest Bancshares 3.34 7.46 4.28 3.18 0.19 1.74 56.11 53.50
SWCB Sandwich Bancorp Inc. 3.72 7.23 3.69 3.54 0.51 2.46 58.18 52.13
SZB SouthFirst Bancshares Inc. 3.88 7.59 3.95 3.64 1.11 3.62 76.33 69.12
THR Three Rivers Financial Corp. 3.70 7.53 3.95 3.58 0.53 2.82 68.85 64.29
THRD TF Financial Corp. 3.12 6.85 3.82 3.03 0.19 2.15 61.67 59.25
TPNZ Tappan Zee Financial Inc. 3.78 7.43 3.72 3.71 0.13 2.40 62.22 60.92
TRIC Tri-County Bancorp Inc. 3.19 7.33 4.22 3.11 0.16 1.84 56.26 54.01
TSBK Timberland Bancorp Inc. 4.86 8.84 4.13 4.71 0.44 2.48 48.24 43.44
TSBS Peoples Bancorp Inc. (MHC) 3.66 6.94 3.45 3.48 0.31 2.13 52.66 48.41
TSH Teche Holding Co. 3.39 7.56 4.25 3.31 0.73 2.55 63.87 55.95
TWIN Twin City Bancorp 3.92 7.75 3.96 3.78 0.40 2.59 62.68 58.70
UBMT United Financial Corp. 3.80 7.02 3.36 3.66 0.62 2.04 47.68 38.81
UCBC Union Community Bancorp 3.53 7.81 4.37 3.43 0.07 1.42 34.24 32.85
UFRM United Federal Savings Bank 3.86 8.19 4.59 3.60 0.95 3.45 75.52 69.04
USAB USABancshares, Inc. 4.80 9.17 4.50 4.67 0.57 4.00 73.80 70.58
UTBI United Tennessee Bankshares NA NA NA NA NA NA NA NA
VABF Virginia Beach Fed. Financial 3.15 7.98 4.91 3.07 0.36 2.60 75.37 72.44
WAMU Washington Mutual Inc. 3.03 7.38 4.50 2.88 0.84 1.98 51.23 37.06
WAYN Wayne Savings Bancshares (MHC) 3.33 7.56 4.35 3.21 0.23 2.37 68.82 66.58
WBST Webster Financial Corp. 3.16 7.02 4.00 3.02 0.51 2.07 54.92 47.37
WCBI Westco Bancorp 3.64 7.58 4.04 3.54 0.26 1.56 41.31 37.07
WCFB Webster City Federal SB (MHC) 3.65 7.15 3.57 3.58 0.22 1.46 38.40 34.66
WEFC Wells Financial Corp. 3.42 7.56 4.21 3.36 0.50 1.96 50.95 43.69
WEHO Westwood Homestead Fin. Corp. 3.56 7.68 4.16 3.52 0.11 2.00 55.03 53.65
WES Westcorp 3.57 7.66 4.56 3.10 4.26 6.96 94.89 87.87
WFI Winton Financial Corp. 3.19 8.04 4.92 3.12 0.13 1.87 57.25 55.44
WFSL Washington Federal Inc. 3.68 8.16 4.58 3.58 0.08 0.74 18.27 16.54
WHGB WHG Bancshares Corp. 3.84 7.22 3.55 3.68 0.13 2.47 64.91 63.65
</TABLE>
38
<PAGE>
<TABLE>
<CAPTION>
Income Statement as of The Most Recent Quarter
--------------------------------------------------------------------------------------------
Net Interest Interest Net Interest Noninterest Noninterest
Interest Income/ Expense/ Income/ Income/ Expense/ Efficiency Overhead
Margin Avg Assets Avg Assets Avg Assets Avg Assets Avg Assets Ratio Ratio
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WOFC Western Ohio Financial Corp. 3.04 7.36 4.47 2.90 0.15 2.23 71.39 69.96
WRNB Warren Bancorp Inc. 4.97 7.94 3.17 4.76 0.29 2.74 51.97 49.05
WSB Washington Savings Bank, FSB 2.49 8.04 5.65 2.39 0.23 1.71 71.21 68.47
WSBI Warwick Community Bancorp NA NA NA NA NA NA NA NA
WSFS WSFS Financial Corp. 3.06 7.45 4.73 2.72 1.31 2.39 57.20 36.60
WSTR WesterFed Financial Corp. 3.51 7.24 4.05 3.19 0.65 2.60 64.36 57.07
WVFC WVS Financial Corp. 3.65 7.64 4.02 3.61 0.12 1.67 44.79 42.93
WYNE Wayne Bancorp Inc. 3.64 7.40 3.83 3.57 0.23 2.25 59.97 57.42
YFCB Yonkers Financial Corp. 3.92 7.51 3.66 3.84 0.30 2.24 53.97 50.43
YFED York Financial Corp. 3.32 7.58 4.44 3.14 0.44 2.10 59.99 54.38
--------------------------------------------------------------------------------------------
Average 3.49 7.46 4.13 3.33 0.46 2.27 59.13 53.60
</TABLE>
39
<PAGE>
<TABLE>
<CAPTION>
Income Statement as of The Most Recent Quarter
--------------------------------------------------------------------------------------------
Net Interest Interest Net Interest Noninterest Noninterest
Interest Income/ Expense/ Income/ Income/ Expense/ Efficiency Overhead
Margin Avg Assets Avg Assets Avg Assets Avg Assets Avg Assets Ratio Ratio
Ticker Short Name (%) (%) (%) (%) (%) (%) (%) (%)
- -------------------------------------- --------------------------------------------------------------------------------------------
Comparable Thrift Data
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CNY Carver Bancorp Inc. 3.13 6.48 3.52 2.96 0.33 2.45 72.86 69.86
ESBK Elmira Savings Bank (The) 3.74 7.60 4.04 3.56 0.76 3.49 79.74 75.39
FIBC Financial Bancorp Inc. 3.80 7.32 3.71 3.61 0.23 1.96 51.62 48.49
FKFS First Keystone Financial 3.34 7.30 4.08 3.22 0.30 2.24 63.66 60.22
HRBF Harbor Federal Bancorp Inc. 3.00 7.38 4.44 2.94 0.13 1.87 60.75 58.96
IFSB Independence Federal Svgs Bank 2.62 7.22 4.73 2.49 1.05 3.05 82.36 74.88
PBCI Pamrapo Bancorp Inc. 4.72 7.69 3.21 4.48 0.36 2.65 53.02 49.28
PHFC Pittsburgh Home Financial Corp 2.97 7.53 4.66 2.86 0.20 1.82 58.81 55.92
SKAN Skaneateles Bancorp Inc. 4.13 7.73 3.84 3.88 0.72 3.38 72.00 66.80
WYNE Wayne Bancorp Inc. 3.64 7.40 3.83 3.57 0.23 2.25 59.97 57.42
--------------------------------------------------------------------------------------------
Average 3.51 7.37 4.01 3.36 0.43 2.52 65.48 61.72
Median 3.49 7.39 3.94 3.39 0.32 2.35 62.21 59.59
Maximum 4.72 7.73 4.73 4.48 1.05 3.49 82.36 75.39
Minimum 2.62 6.48 3.21 2.49 0.13 1.82 51.62 48.49
</TABLE>
40
<PAGE>
<TABLE>
<CAPTION>
Balance Sheet Growth as of
The Most Recent Quarter Market Data as of The Most Recent Quarter
-------------------------- ----------------------------------------------------------------
Asset Loan Deposit MRQ MRQ MRQ MRQ MRQ Publicly MRQ Tangible
Growth Growth Growth Market Price Price Price Reported Publicly Rep
Rate Rate Rate Value Per Share High Low Book Value Book Value
Ticker Short Name (%) (%) (%) ($) ($) ($) ($) ($) ($)
- -------------------------------------- -------------------------- ----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
%CAL California Federal Bank 83.69 79.23 89.33 NA NA NA NA NA NA
%CCMD Chevy Chase Bank, FSB (0.26) (25.07) 18.75 NA NA NA NA NA NA
AABC Access Anytime Bancorp Inc. (3.01) 28.97 (6.67) 12.53 7.598 8.088 5.147 7.51 7.51
AADV Advantage Bancorp Inc. (0.46) (3.60) (4.31) 220.02 70.875 70.875 31.750 31.79 29.74
ABBK Abington Bancorp Inc. 9.25 10.74 8.15 76.38 21.000 22.000 9.500 9.99 9.09
ABCL Alliance Bancorp Inc. 104.18 57.49 120.93 222.61 26.500 28.375 16.500 16.32 16.13
ABCW Anchor BanCorp Wisconsin 3.85 7.04 3.84 379.05 36.375 37.000 17.750 14.25 14.02
AFBC Advance Financial Bancorp 7.81 12.70 6.71 21.96 17.375 17.875 12.750 15.16 15.16
AFCB Affiliated Community Bancorp 11.90 9.50 11.74 243.07 37.750 37.750 17.300 17.61 17.52
AFED AFSALA Bancorp Inc. 7.05 5.61 8.29 26.19 19.250 19.500 12.000 16.35 16.35
AHCI Ambanc Holding Co. 6.61 1.18 10.22 78.59 16.125 16.625 10.000 13.98 13.98
AHM H.F. Ahmanson & Co. (6.46) (4.09) (7.21) 6,639.85 66.938 66.938 32.000 20.57 17.56
ALBC Albion Banc Corp. 18.29 7.54 16.47 8.06 8.583 8.583 5.500 8.08 8.08
ALBK ALBANK Financial Corp. 16.46 11.29 15.62 632.44 51.438 51.438 30.500 27.86 21.64
AMFC AMB Financial Corp. 16.14 14.44 18.83 16.93 15.875 17.750 12.750 15.33 15.33
ANA Acadiana Bancshares Inc. 3.37 15.12 (3.16) 58.78 22.250 22.250 13.625 17.21 17.21
ANDB Andover Bancorp Inc. 9.79 12.85 14.88 204.79 40.250 42.000 25.000 20.72 20.72
ANE Alliance Bncp of New England 6.39 7.47 7.84 32.73 16.500 18.000 8.719 11.49 11.17
ASBI Ameriana Bancorp (1.67) 4.24 5.44 65.03 20.250 22.000 14.000 13.63 13.62
ASBP ASB Financial Corp. 1.21 11.79 3.89 22.49 13.250 13.875 11.500 10.59 10.59
ASFC Astoria Financial Corp. 44.76 63.87 37.84 1,499.82 55.750 58.125 34.750 32.42 22.56
ATSB AmTrust Capital Corp. (4.31) (5.50) (7.14) 7.53 13.875 14.500 10.000 14.66 14.51
AVND Avondale Financial Corp. (8.96) (24.12) 20.10 51.52 16.250 18.875 12.750 13.83 13.83
BANC BankAtlantic Bancorp Inc. 17.61 13.55 (3.77) 338.73 16.750 17.125 12.125 8.04 7.02
BDJI First Federal Bancorp. 8.30 7.67 0.75 20.71 22.000 22.000 11.667 12.11 12.11
BFD BostonFed Bancorp Inc. 18.78 17.97 44.54 120.07 21.875 22.313 14.375 15.72 15.15
BFFC Big Foot Financial Corp. NA NA NA 57.79 21.000 NA NA 15.09 15.09
BFSB Bedford Bancshares Inc. 5.64 5.49 7.38 33.42 34.000 34.500 17.500 18.28 18.28
BKC American Bank of Connecticut 14.43 1.60 14.47 116.05 48.750 49.500 27.375 24.82 24.00
BKCT Bancorp Connecticut Inc. 5.63 3.81 1.85 99.30 21.000 25.000 10.750 9.22 9.22
BKUNA BankUnited Financial Corp. 127.89 154.94 64.45 202.48 15.406 15.625 8.500 9.13 8.11
BNKU Bank United Corp. 13.24 21.31 5.81 1,488.94 48.938 49.875 24.250 19.39 18.90
BPLS Bank Plus Corp. 25.15 4.53 15.86 285.67 12.625 13.750 9.625 9.36 8.52
BTHL Bethel Bancorp 4.55 0.81 (1.91) 15.15 13.250 13.250 10.750 13.71 11.51
BVCC Bay View Capital Corp. (1.63) (3.68) (4.92) 697.60 36.250 36.250 20.625 14.38 11.94
BWFC Bank West Financial Corp. 18.43 16.81 12.42 38.37 16.125 17.500 7.000 8.83 8.83
BYFC Broadway Financial Corp. 6.39 8.27 6.00 11.01 11.500 11.500 9.000 14.77 14.77
CAFI Camco Financial Corp. 10.89 14.78 6.76 81.63 25.500 27.000 14.048 15.22 14.12
CAPS Capital Savings Bancorp Inc. 2.77 6.22 5.55 41.84 25.250 25.250 12.750 12.08 12.08
CASB Cascade Financial Corp. 21.40 34.68 33.19 52.62 13.250 16.800 11.600 8.63 8.63
CASH First Midwest Financial Inc. 10.19 3.58 11.49 61.58 22.500 22.625 15.000 16.39 14.62
CATB Catskill Financial Corp. 6.90 1.08 4.06 86.24 18.875 19.125 13.750 15.48 15.48
CBCI Calumet Bancorp Inc. (4.62) (0.98) (2.48) 122.52 33.250 34.000 21.667 25.98 25.98
CBES CBES Bancorp Inc. 21.22 20.33 23.63 25.83 22.250 22.500 14.000 17.08 17.08
CBK Citizens First Financial Corp. 4.57 8.44 (1.73) 50.64 20.250 20.250 13.875 16.60 16.60
CBSA Coastal Bancorp Inc. 1.23 2.58 4.90 160.29 34.875 34.875 22.375 20.67 17.57
CBSB Charter Financial Inc. 0.61 4.00 5.38 136.56 25.125 25.500 12.500 14.24 12.75
CCFH CCF Holding Co. 36.20 72.66 39.77 19.06 15.227 15.568 11.762 12.92 12.92
CEBK Central Co-operative Bank 13.20 13.49 6.48 60.92 28.500 30.250 15.875 18.35 16.59
CENB Century Bancorp Inc. 4.25 14.69 3.76 38.19 84.750 85.000 62.000 75.70 75.70
CENF CENFED Financial Corp. 6.65 3.78 3.17 255.04 35.938 36.875 21.818 21.51 21.48
CFB Commercial Federal Corp. 4.68 4.64 (3.90) 1,418.21 35.563 36.500 20.750 14.06 12.68
CFBC Community First Banking Co. NA NA NA 106.20 37.750 37.750 31.875 31.49 31.07
CFCP Coastal Financial Corp. 24.21 9.75 6.74 96.11 24.500 27.750 14.438 7.21 7.21
CFFC Community Financial Corp. 13.99 12.44 16.18 37.04 21.500 23.500 20.500 18.99 18.99
CFNC Carolina Fincorp Inc. 6.99 14.94 9.24 33.59 18.500 18.500 13.313 14.06 14.06
CFSB CFSB Bancorp Inc. 2.78 5.16 1.60 223.00 26.250 26.250 11.515 8.88 8.88
CFTP Community Federal Bancorp 10.99 9.60 2.10 86.21 20.250 21.000 16.375 14.73 14.73
CFX CFX Corp. 21.29 28.62 10.9 740.18 30.625 30.625 15.125 10.21 9.85
CIBI Community Investors Bancorp 0.09 12.57 6.96 15.57 16.156 17.000 10.333 12.31 12.31
CKFB CKF Bancorp Inc. 4.77 5.12 0.98 17.01 18.500 20.500 17.500 17.14 17.14
CLAS Classic Bancshares Inc. 3.45 11.53 2.42 26.00 16.750 17.250 11.625 15.38 13.12
CMRN Cameron Financial Corp 10.10 12.31 5.63 49.96 20.500 21.000 15.500 17.66 17.66
CMSB Commonwealth Bancorp Inc. 7.01 14.54 4.12 331.04 19.875 21.500 13.500 13.22 10.44
</TABLE>
41
<PAGE>
<TABLE>
<CAPTION>
Balance Sheet Growth as of
The Most Recent Quarter Market Data as of The Most Recent Quarter
-------------------------- ----------------------------------------------------------------
Asset Loan Deposit MRQ MRQ MRQ MRQ MRQ Publicly MRQ Tangible
Growth Growth Growth Market Price Price Price Reported Publicly Rep
Rate Rate Rate Value Per Share High Low Book Value Book Value
Ticker Short Name (%) (%) (%) ($) ($) ($) ($) ($) ($)
- -------------------------------------- -------------------------- ----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CMSV Community Savings Bnkshrs(MHC) 9.06 11.32 9.09 184.69 36.250 36.875 16.375 16.22 16.22
CNIT CENIT Bancorp Inc. 2.30 26.20 3.38 112.57 61.750 61.750 38.500 31.01 28.40
CNSB CNS Bancorp Inc. (1.50) 17.14 (0.73) 29.76 17.750 18.500 13.000 14.34 14.34
CNY Carver Bancorp Inc. 11.72 136.40 2.18 34.14 16.250 17.125 8.375 15.23 14.65
COFI Charter One Financial 10.48 25.49 0.09 3,846.89 63.125 64.000 39.167 21.56 20.14
CONE Conestoga Bancorp, Inc. 11.04 (0.08) 13.23 NA 20.625 20.780 14.375 17.58 17.58
COOP Cooperative Bankshares Inc. 8.15 8.88 3.79 53.72 24.500 25.000 10.000 9.48 9.48
CRSB Crusader Holding Corp. NA NA NA 51.85 NA NA NA 1.65 1.65
CRZY Crazy Woman Creek Bancorp 15.56 7.73 4.95 16.11 15.000 15.688 11.875 15.04 15.04
CSBF CSB Financial Group Inc. 0.16 (2.11) 2.67 11.13 13.500 13.500 10.000 13.09 12.32
CTZN CitFed Bancorp Inc. 18.58 10.90 15.29 666.43 39.000 40.125 21.000 16.14 14.74
CVAL Chester Valley Bancorp Inc. 12.22 9.67 9.86 70.77 29.250 29.250 14.095 13.24 13.24
DCBI Delphos Citizens Bancorp Inc. 1.07 17.19 2.46 45.72 20.750 20.750 12.000 14.83 14.83
DIBK Dime Financial Corp. 27.58 (6.55) 31.63 160.73 30.500 32.000 17.250 15.35 14.95
DIME Dime Community Bancorp Inc. 20.78 32.36 8.32 298.51 23.750 25.500 14.500 14.97 12.94
DME Dime Bancorp Inc. 15.78 36.61 7.70 3,505.28 30.250 30.250 14.625 11.30 9.27
DNFC D & N Financial Corp. 23.23 22.92 8.20 234.30 26.500 26.750 14.886 10.78 10.68
DSL Downey Financial Corp. 12.27 13.84 16.70 782.61 28.438 29.000 18.095 16.08 NA
EBI Equality Bancorp Inc. 13.17 NA (4.12) 39.46 14.500 15.375 12.000 10.31 10.31
EBSI Eagle Bancshares 15.84 21.55 11.98 114.37 22.000 22.000 14.750 12.84 12.84
EFBC Empire Federal Bancorp Inc. NA NA NA 45.69 17.625 NA NA 15.51 15.51
EFBI Enterprise Federal Bancorp 22.27 20.89 2.78 66.53 31.500 31.500 14.125 16.31 16.30
EGFC Eagle Financial Corp. 47.95 35.41 28.36 344.01 55.000 55.000 26.750 23.39 18.96
EGLB Eagle BancGroup Inc. (0.89) 14.67 (1.90) 24.29 18.875 20.000 14.500 17.24 17.24
EMLD Emerald Financial Corp. 6.43 10.17 5.52 109.06 22.125 22.125 10.625 9.56 9.43
EQSB Equitable Federal Savings Bank 12.23 10.62 7.95 36.50 26.500 26.500 14.250 13.77 13.77
ESBK Elmira Savings Bank (The) 3.43 4.49 1.46 21.60 28.333 28.333 14.048 20.07 19.54
ESX Essex Bancorp Inc. 11.89 15.71 16.74 5.62 4.750 7.938 1.000 0.03 (0.16)
ETFS East Texas Financial Services 5.87 19.71 (0.87) 21.81 23.750 23.750 16.875 20.44 20.44
FAB FIRSTFED AMERICA BANCORP INC. 19.35 13.47 2.49 170.88 21.875 22.125 13.625 16.01 16.01
FBBC First Bell Bancorp Inc. 2.97 9.15 2.30 122.07 19.000 19.375 13.250 11.21 11.21
FBCI Fidelity Bancorp Inc. 1.15 7.41 0.76 71.43 25.625 25.750 16.875 18.22 18.19
FBCV 1ST Bancorp (2.21) 3.81 (0.16) 29.97 29.286 29.286 18.095 21.08 20.71
FBER 1st Bergen Bancorp 14.00 1.52 5.39 55.86 18.375 19.500 10.938 13.57 13.57
FBHC Fort Bend Holding Corp. 8.69 27.04 7.22 34.75 21.750 24.000 11.000 12.28 11.51
FBNW FirstBank Corp. 37.61 29.12 5.76 38.93 18.875 19.000 15.500 16.19 16.19
FBSI First Bancshares Inc. 2.87 9.85 7.03 34.97 15.625 15.625 8.250 10.64 10.64
FCB Falmouth Bancorp Inc. 10.22 36.78 10.95 34.19 20.500 22.000 13.125 16.06 16.06
FCBF FCB Financial Corp. 93.62 78.23 106.79 124.57 29.500 30.000 18.500 18.97 18.97
FCME First Coastal Corp. 8.90 7.49 (1.44) 19.88 13.125 13.188 6.625 10.66 10.66
FDEF First Defiance Financial 6.68 6.33 3.35 131.11 16.000 16.250 11.813 12.53 12.53
FED FirstFed Financial Corp. 0.39 3.36 (0.71) 432.11 38.750 39.500 21.500 21.04 20.86
FESX First Essex Bancorp Inc. 12.21 1.99 7.72 189.35 23.250 23.250 13.375 12.08 10.62
FFBA First Colorado Bancorp Inc. 2.72 9.76 4.06 455.93 23.75 26.125 16 12.45 12.2
FFBH First Federal Bancshares of AR 7.36 10.13 7.00 123.63 21.313 21.625 15.000 16.64 16.64
FFBI First Financial Bancorp Inc. (13.28) (22.95) 2.99 9.65 19.500 19.500 15.500 18.10 18.10
FFBS FFBS BanCorp Inc. 7.34 11.76 6.52 34.98 21.250 26.000 21.000 15.07 15.07
FFBZ First Federal Bancorp Inc. 10.46 10.39 0.33 37.11 21.125 21.500 16.000 9.14 9.13
FFCH First Financial Holdings Inc. 13.34 8.77 6.36 360.43 53.125 53.125 22.250 17.08 17.08
FFDB FirstFed Bancorp Inc. 1.30 (7.33) 2.19 27.43 21.625 22.750 12.500 15.00 13.77
FFDF FFD Financial Corp. 7.20 25.22 7.93 27.81 18.000 19.500 13.000 15.38 15.38
FFED Fidelity Federal Bancorp (17.05) (16.22) (14.09) 30.30 10.313 10.500 7.500 5.02 5.02
FFES First Federal of East Hartford 2.52 14.12 2.95 105.18 37.250 37.750 22.875 24.76 24.76
FFFC FFVA Financial Corp. 8.59 1.80 4.61 176.36 39.125 40.000 20.000 18.02 17.68
FFFD North Central Bancshares Inc. 9.29 15.27 8.79 68.60 19.875 20.000 13.500 15.43 15.43
FFFL Fidelity Bankshares Inc. (MHC) 21.97 19.91 19.33 222.21 28.500 28.500 15.000 12.65 12.57
FFHH FSF Financial Corp. 11.17 21.04 5.88 62.43 20.938 21.000 14.750 16.34 16.34
FFHS First Franklin Corp. 5.89 2.54 7.32 32.18 23.500 23.750 14.250 17.49 17.39
FFIC Flushing Financial Corp. 40.39 55.81 12.53 191.70 23.875 24.000 17.375 17.35 16.67
FFKY First Federal Financial Corp. 5.79 8.05 8.76 90.83 22.750 23.500 17.750 12.81 12.11
FFLC FFLC Bancorp Inc. 15.53 38.44 11.58 71.14 21.750 23.500 12.300 13.74 13.74
FFOH Fidelity Financial of Ohio 7.04 10.15 5.85 101.72 15.500 16.375 11.500 11.49 10.13
FFPB First Palm Beach Bancorp Inc. 21.16 10.26 6.96 199.03 43.125 43.125 23.250 22.95 22.44
FFSL First Independence Corp. 4.37 16.52 8.53 14.07 14.000 15.000 10.250 11.91 11.91
</TABLE>
42
<PAGE>
<TABLE>
<CAPTION>
Balance Sheet Growth as of
The Most Recent Quarter Market Data as of The Most Recent Quarter
-------------------------- ----------------------------------------------------------------
Asset Loan Deposit MRQ MRQ MRQ MRQ MRQ Publicly MRQ Tangible
Growth Growth Growth Market Price Price Price Reported Publicly Rep
Rate Rate Rate Value Per Share High Low Book Value Book Value
Ticker Short Name (%) (%) (%) ($) ($) ($) ($) ($) ($)
- -------------------------------------- -------------------------- ----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFSX First Fed SB of Siouxland(MHC) 0.36 2.52 (0.50) 100.62 31.750 34.500 18.833 14.34 14.23
FFWC FFW Corp. 20.92 19.45 18.48 27.18 19.000 20.875 10.750 12.69 11.57
FFWD Wood Bancorp Inc. 4.29 7.66 9.22 55.67 18.800 18.800 8.400 8.04 8.04
FFYF FFY Financial Corp. 5.57 1.92 (1.49) 142.45 33.125 33.125 25.000 20.53 20.53
FGHC First Georgia Holding Inc. 10.52 16.40 6.67 31.10 9.500 9.500 5.333 4.53 4.20
FIBC Financial Bancorp Inc. 18.97 8.82 7.93 44.45 24.125 25.750 14.875 16.10 16.03
FISB First Indiana Corp. 7.82 11.07 1.10 361.04 25.208 26.458 14.479 12.08 11.94
FKFS First Keystone Financial 21.83 10.31 3.68 41.62 17.875 18.688 9.500 10.38 10.38
FKKY Frankfort First Bancorp Inc. 2.23 7.58 (5.25) 26.51 17.625 24.500 16.000 13.92 13.92
FLAG FLAG Financial Corp. 4.17 3.21 (3.32) 40.74 16.125 16.500 10.250 10.66 10.66
FLFC First Liberty Financial Corp. 5.17 4.34 8.22 251.83 32.000 33.750 18.250 12.49 11.35
FLGS Flagstar Bancorp Inc. NA NA NA 302.45 20.750 21.500 13.000 8.89 8.54
FLKY First Lancaster Bancshares 24.69 32.45 3.03 14.39 16.000 16.250 13.875 14.62 14.62
FMBD First Mutual Bancorp Inc. 17.98 9.25 57.71 67.51 25.000 25.000 13.750 16.80 12.88
FMCO FMS Financial Corp. 12.17 1.33 8.94 82.97 27.250 31.500 15.500 15.80 15.57
FMSB First Mutual Savings Bank 6.94 8.58 13.53 74.25 18.500 20.167 10.606 7.43 7.43
FNGB First Northern Capital Corp. 8.48 7.04 5.12 116.10 14.000 14.000 8.125 8.35 8.35
FOBC Fed One Bancorp 7.28 24.31 3.70 86.99 27.500 27.500 15.750 17.67 16.93
FPRY First Financial Bancorp 10.78 25.03 10.52 NA 20.750 21.125 17.250 17.07 17.07
FSBI Fidelity Bancorp Inc. 22.71 24.67 8.23 45.77 29.000 29.250 16.818 17.21 17.21
FSFF First SecurityFed Financial NA NA NA 98.13 NA NA NA NA NA
FSLA First Savings Bank (MHC) 6.30 15.40 2.73 363.74 54.500 54.500 16.591 12.68 11.58
FSNJ Bayonne Bancshares Inc. 5.54 (2.88) (4.20) 126.10 13.375 13.375 7.16 10.63 10.63
FSPG First Home Bancorp Inc. 7.78 7.02 17.57 81.25 22.000 22.375 13.500 13.31 13.11
FSPT FirstSpartan Financial Corp. 31.90 19.37 10.53 191.60 40.250 40.250 35.000 29.52 29.52
FSSB First FS&LA of San Bernardino 0.37 11.00 1.86 3.16 9.750 11.500 9.000 13.68 13.18
FSTC First Citizens Corp. 36.90 31.41 42.51 88.72 34.000 35.500 14.167 12.86 10.28
FTF Texarkana First Financial Corp 10.20 8.10 6.35 51.91 25.000 27.000 14.875 15.52 15.52
FTFC First Federal Capital Corp. 1.91 9.95 11.96 290.65 33.875 34.000 15.833 11.90 11.26
FTNB Fulton Bancorp Inc. 8.57 2.63 1.73 37.28 22.125 26.500 14.750 15.06 15.06
FTSB Fort Thomas Financial Corp. 9.62 12.18 10.00 22.85 15.375 15.500 9.250 10.71 10.71
FWWB First SB of Washington Bancorp 16.34 26.39 9.36 252.78 27.500 28.563 18.000 16.12 14.93
GAF GA Financial Inc. 23.64 32.24 2.80 147.60 18.875 19.813 14.875 15.05 14.91
GDVS Greater Delaware Valley (MHC) 10.25 11.64 10.53 101.45 31.000 32.500 10.125 8.91 8.91
GDW Golden West Financial 4.93 10.51 9.09 5,061.29 97.813 97.813 59.875 47.28 47.28
GFCO Glenway Financial Corp. 9.29 12.40 (0.76) 46.79 18.750 19.500 9.500 12.41 12.28
GFED Guaranty Federal Bcshs Inc. 20.79 17.51 -2.16 76.21 12.875 14.436 5.955 11.18 11.18
GFSB GFS Bancorp Inc. 7.90 4.92 5.86 17.06 17.063 17.625 10.125 11.23 11.23
GLMR Gilmer Financial Svcs, Inc. 7.89 14.84 14.24 2.70 11.000 12.000 10.000 19.88 19.88
GOSB GSB Financial Corp. 19.51 12.23 (1.38) 37.38 18.063 18.938 14.250 14.66 14.66
GPT GreenPoint Financial Corp. (1.82) 20.34 (4.19) 3,057.62 72.563 72.563 45.625 34.00 18.54
GSB Golden State Bancorp Inc. 5.96 5.18 8.69 1,824.08 37.438 37.438 22.500 16.62 15.00
GSBC Great Southern Bancorp Inc. 12.10 10.04 22.38 205.22 24.500 25.875 16.000 8.13 8.06
GSFC Green Street Financial Corp. 2.00 5.43 2.20 76.29 18.250 20.750 15.500 14.73 14.73
GSLA GS Financial Corp. 51.49 11.07 (7.35) 71.14 16.375 16.375 13.375 16.44 16.44
GTPS Great American Bancorp 7.26 22.32 11.19 33.44 19.000 20.000 14.563 18.47 18.47
GUPB GFSB Bancorp Inc. 40.32 47.60 17.44 16.31 21.125 22.250 15.750 17.91 17.91
HALL Hallmark Capital Corp. 4.21 12.58 1.01 46.94 17.000 18.000 8.500 10.75 10.75
HARB Harbor Florida Bancorp (MHC) 6.47 9.01 7.24 358.36 66.250 69.750 33.500 20.24 19.64
HARL Harleysville Savings Bank 7.29 5.37 7.42 48.76 27.500 30.250 15.200 14.23 14.23
HARS Harris Financial Inc. (MHC) 24.50 8.64 (2.32) 701.15 19.875 20.750 6.042 5.29 4.72
HAVN Haven Bancorp Inc. 24.71 35.77 19.97 217.42 22.500 22.688 13.938 12.85 12.81
HBBI Home Building Bancorp (4.79) 1.69 (7.69) 7.01 21.250 23.750 18.500 20.61 20.61
HBEI Home Bancorp of Elgin Inc. (1.05) NA (1.42) 125.98 17.875 19.313 13 13.89 13.89
HBFW Home Bancorp 7.65 14.66 9.30 81.40 29.500 29.500 19.000 17.83 17.83
HBNK Highland Bancorp Inc. 12.19 14.39 (5.52) 82.88 32.750 33.125 17.500 17.90 17.90
HBS Haywood Bancshares Inc. 16.76 7.27 9.20 27.35 21.625 21.750 15.625 17.33 16.74
HCBB HCB Bancshares Inc. 16.12 8.46 (1.86) 38.35 14.500 14.500 12.625 14.45 13.95
HCBC High Country Bancorp Inc. 20.79 26.23 13.35 19.51 NA NA NA NA NA
HCFC Home City Financial Corp. NA NA NA 17.05 15.000 NA NA 15.20 15.20
HEMT HF Bancorp Inc. 4.98 30.20 1.12 113.42 17.500 17.875 11.000 13.29 11.18
HFBC HopFed Bancorp Inc. NA NA NA 68.32 NA NA NA NA NA
HFFB Harrodsburg First Fin Bancorp 1.73 5.17 1.07 31.23 16.750 18.250 14.750 15.85 15.85
HFFC HF Financial Corp. 5.05 0.02 7.48 86.72 26.500 27.250 16.750 18.70 18.70
</TABLE>
43
<PAGE>
<TABLE>
<CAPTION>
Balance Sheet Growth as of
The Most Recent Quarter Market Data as of The Most Recent Quarter
-------------------------- ----------------------------------------------------------------
Asset Loan Deposit MRQ MRQ MRQ MRQ MRQ Publicly MRQ Tangible
Growth Growth Growth Market Price Price Price Reported Publicly Rep
Rate Rate Rate Value Per Share High Low Book Value Book Value
Ticker Short Name (%) (%) (%) ($) ($) ($) ($) ($) ($)
- -------------------------------------- -------------------------- ----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HFGI Harrington Financial Group 3.28 36.76 4.22 38.95 13.000 13.750 9.750 7.50 7.50
HFNC HFNC Financial Corp. 1.02 22.59 (1.36) 247.14 14.500 22.063 13.938 9.66 9.66
HFSA Hardin Bancorp Inc. 18.99 14.78 12.93 15.44 18.250 18.625 12.250 15.89 15.89
HFWA Heritage Financial Corp. NA NA NA 145.05 NA NA NA NA NA
HHFC Harvest Home Financial Corp. 11.33 3.81 4.37 13.15 15.750 15.750 9.250 11.62 11.62
HIFS Hingham Instit. for Savings 10.42 14.32 6.99 43.02 28.750 29.000 18.000 16.40 16.40
HMLK Hemlock Federal Financial Corp 20.68 41.73 (0.22) 38.93 17.125 17.500 12.500 14.65 14.65
HMNF HMN Financial Inc. 24.61 26.98 28.93 120.19 32.500 32.500 18.000 20.38 18.92
HOMF Home Federal Bancorp 9.07 7.51 6.28 166.40 26.000 28.250 16.167 12.21 11.87
HPBC Home Port Bancorp Inc. 9.94 15.52 5.44 49.04 23.125 25 16.125 11.92 11.92
HRBF Harbor Federal Bancorp Inc. 6.76 4.32 5.35 41.49 25.250 25.250 15.375 17.22 17.22
HRZB Horizon Financial Corp. 5.59 3.55 5.11 133.28 17.750 18.375 11.522 11.38 11.38
HTHR Hawthorne Financial Corp. 7.66 10.92 17.69 60.80 18.000 18.000 6.625 14.01 14.01
HWEN Home Financial Bancorp 11.46 17.08 6.24 8.59 9.250 9.250 6.375 7.95 7.95
HZFS Horizon Financial Svcs Corp. 19.89 9.29 2.56 12.37 12.000 13.000 7.500 10.58 10.58
IBSF IBS Financial Corp. (3.27) 13.73 (2.68) 195.63 17.688 18.750 13.261 11.80 11.80
IFSB Independence Federal Svgs Bank 1.48 2.01 (2.45) 20.82 14.125 14.750 7.000 14.23 12.67
INBI Industrial Bancorp Inc. 11.45 12.55 4.59 93.76 17.750 18.313 12.000 11.93 11.93
INCB Indiana Community Bank SB 6.91 (2.48) 7.54 19.02 20.500 20.500 15.000 12.57 12.57
IPSW Ipswich Savings Bank 42.97 42.98 32.39 33.99 16.500 16.500 5.938 4.96 4.96
ITLA ITLA Capital Corp. 25.35 22.92 25.88 156.45 19.25 21.25 14 12.62 NA
IWBK InterWest Bancorp Inc. 16.38 16.67 0.01 333.54 37.750 43.250 27.625 16.60 16.32
JOAC Joachim Bancorp Inc. (2.51) 5.24 (0.15) 12.01 16.000 16.000 14.000 13.70 13.70
JSB JSB Financial Inc. 0.81 10.79 (2.45) 531.96 48.938 49.375 35.625 35.91 35.91
JSBA Jefferson Savings Bancorp 11.47 15.34 22.02 260.39 20.188 20.188 11.125 12.29 9.64
JXSB Jacksonville Savings Bk (MHC) 17.88 10.31 19.31 43.89 20.000 20.000 9.167 9.17 9.17
JXVL Jacksonville Bancorp Inc. 7.85 10.51 11.16 49.48 23.250 23.250 13.250 14.09 14.09
KFBI Klamath First Bancorp 44.88 17.39 68.93 222.37 21.500 24.250 15.000 15.92 14.55
KNK Kankakee Bancorp Inc. (2.06) 2.06 0.96 46.38 37.750 37.750 23.375 27.57 25.99
KSAV KS Bancorp Inc. 13.03 16.52 9.68 NA 24.750 25.500 14.813 16.50 16.50
KSBK KSB Bancorp Inc. 13.69 20.09 1.23 22.92 22.500 22.500 7.667 9.33 8.91
KYF Kentucky First Bancorp Inc. (1.78) 4.17 0.61 17.23 14.938 14.938 10.563 11.32 11.32
LARK Landmark Bancshares Inc. 5.25 19.99 2.38 37.15 24.875 27.250 18.000 19.49 19.49
LARL Laurel Capital Group Inc. 5.39 0.41 2.45 46.76 21.667 22.167 11.000 10.37 10.37
LFBI Little Falls Bancorp Inc. 15.62 30.35 (4.50) 52.16 18.500 18.500 11.375 14.53 13.40
LFCO Life Financial Corp. 293.57 361.50 147.07 108.82 12.625 21.875 11.750 8.37 8.37
LFED Leeds Federal Bankshares (MHC) 4.71 12.28 3.85 114.01 21.750 23.500 10.333 9.35 9.35
LISB Long Island Bancorp Inc. 5.44 7.33 2.22 1,468.75 49.625 49.750 33.000 23.19 22.98
LOGN Logansport Financial Corp. 10.88 11.99 5.57 21.91 18.000 18.000 11.125 13.12 13.12
LONF London Financial Corp. 1.62 3.80 6.52 7.65 16.750 21.000 14.000 10.23 10.23
LSBI LSB Financial Corp. 11.90 11.86 17.73 27.15 28.500 28.500 17.857 20.64 20.64
LSBX Lawrence Savings Bank 6.51 7.09 3.41 77.72 16.375 16.375 8.125 8.77 8.77
LVSB Lakeview Financial 9.58 29.98 2.23 108.27 24.750 26.000 11.250 13.29 11.24
LXMO Lexington B&L Financial Corp. (4.68) 1.20 1.08 18.49 16.250 16.625 11.125 14.79 14.79
MAFB MAF Bancorp Inc. 7.04 11.22 3.31 570.49 35.375 35.375 22.250 17.55 15.46
MARN Marion Capital Holdings 9.13 5.66 7.85 47.21 27.125 28.125 19.250 22.38 21.90
MASB MASSBANK Corp. 4.18 9.07 2.73 177.65 47.625 48.250 28.125 29.06 28.64
MBB MSB Bancorp Inc. (8.75) 14.02 (8.61) 98.83 28.875 28.875 15.500 22.40 11.94
MBBC Monterey Bay Bancorp Inc. (4.15) 13.33 0.76 64.59 19.500 20.500 14.625 15.83 14.76
MBLF MBLA Financial Corp. 7.02 15.88 18.24 35.27 30.500 30.500 19.000 22.32 22.32
MBSP Mitchell Bancorp Inc. 5.56 8.25 11.09 15.48 17.000 18.000 14.000 15.56 15.56
MCBN Mid-Coast Bancorp Inc. 8.29 2.65 9.84 8.86 30.000 32.500 18.500 22.03 22.03
MDBK Medford Bancorp Inc. 9.28 1.67 3.73 197.54 39.25 42 24.5 22.35 21.03
MECH MECH Financial Inc. 19.51 16.86 1.91 138.95 26.063 28.000 15.500 16.73 16.73
MERI Meritrust Federal SB 3.18 4.36 2.30 61.55 69.000 69.000 31.500 25.66 25.66
METF Metropolitan Financial Corp. 20.27 9.66 18.59 112.82 15.500 15.750 5.375 5.20 4.78
MFBC MFB Corp. 17.93 25.55 7.34 45.14 30.375 30.375 16.625 20.61 20.61
MFFC Milton Federal Financial Corp. 24.54 25.26 9.86 36.55 15.375 15.938 13.250 12.21 12.21
MFLR Mayflower Co-operative Bank 9.51 4.22 2.79 23.83 25.000 26.750 15.750 14.31 14.09
MFSL Maryland Federal Bancorp 4.83 0.28 2.72 234.14 26.625 26.625 16.375 15.84 15.68
MIFC Mid-Iowa Financial Corp. 15.61 13.86 8.71 20.31 11.500 11.750 6.375 7.41 7.40
MIVI Mississippi View Holding Co. (2.43) 1.39 (2.62) 13.97 18.500 19.750 12.000 16.85 16.85
MONT Montgomery Financial Corp. 11.68 12.03 5.26 21.08 12.875 14.000 11.000 11.89 11.89
MRKF Market Financial Corp. 24.28 22.13 (4.88) 23.13 15.625 16.000 12.250 15.13 15.13
</TABLE>
44
<PAGE>
<TABLE>
<CAPTION>
Balance Sheet Growth as of
The Most Recent Quarter Market Data as of The Most Recent Quarter
-------------------------- ----------------------------------------------------------------
Asset Loan Deposit MRQ MRQ MRQ MRQ MRQ Publicly MRQ Tangible
Growth Growth Growth Market Price Price Price Reported Publicly Rep
Rate Rate Rate Value Per Share High Low Book Value Book Value
Ticker Short Name (%) (%) (%) ($) ($) ($) ($) ($) ($)
- -------------------------------------- -------------------------- ----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MSBF MSB Financial Inc. 16.39 14.98 2.52 21.09 19.000 19.500 9.500 10.56 10.56
MSBK Mutual Savings Bank FSB (3.00) 25.81 (0.71) 57.81 13.000 14.625 5.500 9.91 9.91
MWBI Midwest Bancshares Inc. 8.28 12.13 3.30 16.97 18.250 19.500 8.833 10.46 10.46
MWBX MetroWest Bank 16.53 17.37 13.96 112.87 9.000 9.500 4.625 3.17 3.17
MWFD Midwest Federal Financial 8.72 13.01 4.01 48.22 23.500 24.500 16.750 11.70 11.31
MYST Mystic Financial Inc. NA NA NA 46.94 NA NA NA NA NA
NASB North American Savings Bank (0.62) (2.16) 6.96 146.70 53.125 56.000 33.875 27.83 27.02
NBN Northeast Bancorp 15.46 20.71 5.99 40.15 12.667 13.250 8.667 9.51 8.40
NBSI North Bancshares Inc. 4.69 7.68 1.96 25.02 17.875 18.833 10.500 11.60 11.60
NEIB Northeast Indiana Bancorp 18.93 21.33 24.44 37.33 19.500 20.250 12.750 15.51 15.51
NHTB New Hampshire Thrift Bncshrs 20.95 19.54 30.26 42.29 20.750 20.750 11.625 12.04 10.34
NMSB NewMil Bancorp Inc. 14.00 4.68 8.21 52.37 13.000 14.500 8.750 8.54 8.54
NSLB NS&L Bancorp Inc. (3.22) 9.11 (9.40) 12.26 19.000 19.500 12.500 16.61 16.49
NSSY NSS Bancorp Inc. 5.27 (2.24) (9.64) NA 36.000 37.000 22.688 22.49 21.83
NTBK Net.B@nk Inc. NA NA NA 102.94 10.625 NA NA 5.69 5.69
NTMG Nutmeg Federal S&LA 11.95 8.84 11.10 10.24 8.438 8.438 5.250 5.88 5.88
NWEQ Northwest Equity Corp. 3.15 3.46 0.85 18.03 20.750 20.750 11.875 14.82 14.82
NWSB Northwest Bancorp Inc. (MHC) 17.62 13.25 23.41 731.21 14.125 16.375 6.625 4.44 3.94
NYB New York Bancorp Inc. 4.57 7.39 (1.07) 855.72 39.719 39.719 18.656 8.34 8.34
OCFC Ocean Financial Corp. 25.14 15.99 4.26 284.53 35.500 35.750 23.500 27.63 27.63
OCN Ocwen Financial Corp. 23.57 NA 3.29 1,816.98 25.438 28.282 12.625 6.93 6.67
OFCP Ottawa Financial Corp. 4.42 4.73 5.15 158.40 34.000 34.000 15.341 14.37 11.69
OHSL OHSL Financial Corp. 10.77 8.85 8.97 45.61 27.000 28.250 21.000 21.60 21.60
OSFS Ohio State Financial Services 12.17 (2.73) (5.90) 10.15 15.500 15.500 15.500 16.47 16.47
OTFC Oregon Trail Financial Corp. NA NA NA 79.07 17.375 NA NA 15.34 15.34
PBCI Pamrapo Bancorp Inc. 3.80 1.63 2.22 75.69 27.250 27.250 18.500 17.07 16.96
PBCT People's Bank (MHC) 7.05 3.76 11.88 2,328.03 38.000 38.000 18.959 11.61 11.55
PBHC Pathfinder Bancorp Inc. (MHC) 3.47 11.64 (4.15) 60.37 20.000 20.000 6.253 8.20 6.95
PBKB People's Bancshares Inc. 53.77 48.79 5.60 73.17 22.750 24.500 10.500 9.16 8.81
PCBC Perry County Financial Corp. 5.75 23.91 (1.20) 19.77 24.125 25.000 17.000 19.76 19.76
PDB Piedmont Bancorp Inc. 4.06 11.92 6.69 29.57 10.875 11.625 9.250 7.66 7.66
PEDE Great Pee Dee Bancorp NA NA NA 35.78 16.125 NA NA 14.15 14.15
PEEK Peekskill Financial Corp. (1.77) 10.47 3.24 52.77 16.750 18.250 13.375 14.87 14.87
PERM Permanent Bancorp Inc. 1.66 2.40 0.69 60.07 31.125 31.125 20.375 20.67 20.43
PERT Perpetual Bank (MHC) 30.97 26.27 20.89 98.08 60.625 65.500 22.563 20.29 20.29
PFDC Peoples Bancorp 4.98 8.57 3.99 75.24 22.000 25.000 13.000 13.25 13.25
PFED Park Bancorp Inc. (0.69) 3.22 5.64 44.03 18.625 18.625 13.000 16.55 16.55
PFFB PFF Bancorp Inc. 9.56 2.75 1.39 343.40 19.875 21.500 13.625 14.95 14.80
PFFC Peoples Financial Corp. (7.60) 29.29 2.17 23.37 15.125 19.000 12.750 10.98 10.98
PFNC Progress Financial Corp. 28.61 28.93 11.27 70.10 16.500 16.500 7.679 6.18 5.19
PFSB PennFed Financial Services Inc 21.57 20.74 11.00 178.45 17.125 17.375 10.000 11.52 9.87
PFSL Pocahontas FS&LA (MHC) 4.37 17.15 28.95 72.23 44.500 45.000 16.750 15.16 15.16
PHBK Peoples Heritage Finl Group 25.88 29.06 14.75 1,298.47 46.000 47.000 26.188 17.13 12.87
PHFC Pittsburgh Home Financial Corp 37.03 28.29 4.35 35.45 18.000 20.813 13.000 12.52 12.37
PHSB Peoples Home Savings Bk (MHC) 7.67 3.99 (0.93) 52.44 18.875 19.750 13.625 10.37 10.37
PKPS Poughkeepsie Financial Corp. 1.96 4.85 7.85 133.98 11.625 11.625 5.250 5.75 5.75
PLSK Pulaski Savings Bank (MHC) 13.07 6.20 4.09 38.47 19.250 24.500 11.500 10.29 10.29
PMFI Perpetual Midwest Financial 0.92 12.67 9.99 56.52 29.250 30.500 18.750 18.49 18.49
PRBC Prestige Bancorp Inc. 24.97 25.68 8.75 17.38 20.000 20.000 13.000 17.08 17.08
PROV Provident Financial Holdings 22.41 25.37 9.69 107.51 21.875 22.250 13.750 17.85 17.85
PSBK Progressive Bank Inc. 0.95 (3.12) 0.55 157.10 38.250 39.250 22.750 20.48 18.57
PSFC Peoples-Sidney Financial Corp. 15.11 9.45 (1.99) 31.91 17.875 18.500 12.563 15.85 15.85
PSFI PS Financial Inc. NA NA NA 29.29 17.125 18.000 11.625 14.76 14.76
PTRS Potters Financial Corp. (2.22) 36.78 2.96 18.09 14.125 14.125 7.750 11.21 11.21
PULB Pulaski Bank, Svgs Bank (MHC) 2.29 6.52 2.28 103.01 31.375 32.500 14.500 11.54 11.54
PULS Pulse Bancorp 5.81 5.04 3.77 81.17 26.125 29.750 15.750 14.31 14.31
PVFC PVF Capital Corp. 13.99 13.89 13.61 57.83 20.188 21.750 13.636 10.85 10.85
PVSA Parkvale Financial Corp. 7.81 20.76 7.58 159.95 34.250 34.250 19.600 15.79 15.70
PWBC PennFirst Bancorp Inc. 17.35 55.99 20.96 101.57 17.625 19.500 12.273 12.96 11.52
PWBK Pennwood Bancorp Inc. 1.08 41.99 3.58 12.11 19.750 19.750 13.000 16.76 16.76
QCBC Quaker City Bancorp Inc. 11.47 4.12 7.27 93.16 21.250 24.563 14.200 15.73 15.73
QCFB QCF Bancorp Inc. 3.91 12.02 0.83 38.86 29.750 29.750 17.500 19.41 19.41
QCSB Queens County Bancorp Inc. 16.23 20.78 4.70 589.06 34.542 36.167 16.389 13.26 13.26
RARB Raritan Bancorp Inc. 8.77 13.88 1.78 65.09 28.000 29.250 15.500 13.01 12.83
</TABLE>
45
<PAGE>
<TABLE>
<CAPTION>
Balance Sheet Growth as of
The Most Recent Quarter Market Data as of The Most Recent Quarter
-------------------------- ----------------------------------------------------------------
Asset Loan Deposit MRQ MRQ MRQ MRQ MRQ Publicly MRQ Tangible
Growth Growth Growth Market Price Price Price Reported Publicly Rep
Rate Rate Rate Value Per Share High Low Book Value Book Value
Ticker Short Name (%) (%) (%) ($) ($) ($) ($) ($) ($)
- -------------------------------------- -------------------------- ----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
RCBK Richmond County Financial Corp NA NA NA 414.41 NA NA NA NA NA
REDF RedFed Bancorp Inc. 14.42 22.00 6.81 142.84 19.875 21.125 12.375 11.65 11.61
RELI Reliance Bancshares Inc. (0.14) 9.48 (1.41) 22.74 9.500 9.688 6.625 8.71 8.71
RELY Reliance Bancorp Inc. 19.43 17.35 16.86 355.25 36.625 36.875 18.625 19.92 13.57
RIVR River Valley Bancorp 64.64 92.27 50.56 23.51 17.000 17.250 13.250 14.80 14.59
ROSE TR Financial Corp. 17.90 20.2 (6.02) 602.73 33.25 35 16.563 14.54 14.54
RSLN Roslyn Bancorp Inc. (0.47) 88.77 (0.68) 971.04 23.250 24.313 15.000 14.40 14.33
RVSB Riverview Bancorp Inc. 17.18 10.56 2.17 98.13 17.750 18.000 6.005 9.75 9.41
SBFL SB of the Finger Lakes (MHC) 15.47 20.52 22.65 55.34 12.000 12.750 6.375 5.96 5.96
SBOS Boston Bancorp (The) (15.43) (13.03) 0.65 NA 41.750 44.000 28.750 40.29 40.29
SCBS Southern Community Bancshares (1.74) 17.30 0.90 20.47 18.250 19.000 13.000 12.40 12.40
SCCB S. Carolina Community Bancshrs (1.80) 0.58 5.20 12.54 22.5 25.25 15 15.99 15.99
SFED SFS Bancorp Inc. 5.79 12.99 7.01 27.79 26.875 26.875 14.750 17.73 17.73
SFFC StateFed Financial Corp. 7.00 0.51 10.23 22.22 14.750 14.750 8.250 10.04 10.04
SFIN Statewide Financial Corp. 6.20 4.04 0.02 102.02 21.500 21.625 12.625 14.34 14.32
SFSB SuburbFed Financial Corp. 8.51 21.31 2.29 61.70 50.000 50.000 19.000 23.31 23.24
SFSL Security First Corp. 8.58 10.71 12.89 163.74 20.875 21.500 11.667 8.38 8.25
SGVB SGV Bancorp Inc. 10.27 10.92 18.95 41.34 17.750 19.375 11.125 13.13 12.94
SHEN First Shenango Bancorp Inc. (7.59) 0.23 2.84 89.48 37.000 37.000 21.750 23.13 23.13
SHSB SHS Bancorp Inc. 10.79 6.69 4.60 14.76 NA NA NA NA NA
SIB Staten Island Bancorp Inc. NA NA NA 908.25 NA NA NA NA NA
SISB SIS Bancorp Inc. 8.58 9.88 7.62 259.67 40.188 40.250 22.375 18.17 18.17
SKAN Skaneateles Bancorp Inc. 5.75 3.90 6.48 27.48 22.125 22.125 10.667 12.30 11.97
SKBO First Carnegie Deposit (MHC) 2.25 3.50 (4.82) 42.84 18.750 19.875 11.625 10.74 10.74
SMBC Southern Missouri Bancorp Inc. 0.17 14.37 (6.53) 35.52 20.500 20.500 14.250 16.47 16.47
SOBI Sobieski Bancorp Inc. 10.86 24.36 (2.33) 16.86 20.375 20.375 13.750 17.75 17.75
SOPN First Savings Bancorp Inc. 13.14 8.53 6.72 87.07 25.500 25.500 17.875 18.51 18.51
SOSA Somerset Savings Bank 4.32 6.30 3.02 81.21 5.000 5.938 1.984 2.15 2.15
SPBC St. Paul Bancorp Inc. 4.59 15.08 (1.58) 917.13 26.250 28.500 15.200 12.22 12.19
SRN Southern Banc Co. (0.12) 15.53 (1.19) 20.76 17.750 18.000 13.125 14.84 14.72
SSB Scotland Bancorp Inc. (9.69) (3.36) 9.21 19.38 9.938 19.250 9.875 7.73 7.73
SSFC South Street Financial Corp. (0.01) 1.64 1.61 60.79 19.000 20.000 13.750 7.85 7.85
SSM Stone Street Bancorp Inc. (1.50) 11.56 (0.14) 38.67 21.250 27.250 18.000 16.32 16.32
STFR St. Francis Capital Corp. 13.36 17.00 19.00 230.40 50.500 50.500 26.000 24.73 22.05
STSA Sterling Financial Corp. 22.12 14.28 14.87 179.31 21.750 22.500 13.625 13.59 12.56
SVRN Sovereign Bancorp Inc. 14.68 19.05 9.05 1,903.92 20.750 21.625 10.938 7.61 6.32
SWBI Southwest Bancshares (3.69) 3.11 0.93 85.51 29.750 30.125 18.000 16.22 16.22
SWCB Sandwich Bancorp Inc. 11.65 15.55 8.95 112.65 44.000 45.000 27.250 21.63 20.88
SZB SouthFirst Bancshares Inc. 77.63 52.31 101.60 21.22 22.750 22.750 12.875 16.40 16.40
THR Three Rivers Financial Corp. 9.20 5.97 1.61 18.96 21.750 21.750 13.750 15.92 15.87
THRD TF Financial Corp. (7.84) (18.83) (3.98) 82.07 30.000 30.000 16.250 17.36 14.49
TPNZ Tappan Zee Financial Inc. 8.35 3.86 10.23 27.34 18.750 22.625 13.625 14.56 14.56
TRIC Tri-County Bancorp Inc. 4.79 14.49 (6.45) 16.34 15.000 15.000 9.000 11.84 11.84
TSBK Timberland Bancorp Inc. 8.85 6.26 10.51 117.79 NA NA NA NA NA
TSBS Peoples Bancorp Inc. (MHC) 6.56 4.35 0.44 386.74 45.250 45.250 15.750 12.16 10.98
TSH Teche Holding Co. 5.06 5.07 5.25 72.19 22.750 23.500 14.375 16.09 16.09
TWIN Twin City Bancorp (0.13) (3.89) 4.57 18.77 13.500 13.875 11.250 10.87 10.87
UBMT United Financial Corp. (4.51) 1.71 (7.89) 33.03 23.750 24.250 18.500 20.24 20.24
UCBC Union Community Bancorp 12.44 18.68 5.28 44.49 NA NA NA NA NA
UFRM United Federal Savings Bank 16.63 33.72 12.93 57.84 19.625 21.000 8.000 6.93 6.93
USAB USABancshares, Inc. 105.16 128.73 94.24 7.69 8.500 9.750 6.375 6.73 6.63
UTBI United Tennessee Bankshares NA NA NA 20.55 NA NA NA NA NA
VABF Virginia Beach Fed. Financial 0.24 6.36 (10.46) 98.99 16.250 16.750 8.625 8.70 8.70
WAMU Washington Mutual Inc. 11.03 9.67 (3.19) 17,562.50 63.813 72.375 42.750 20.80 19.37
WAYN Wayne Savings Bancshares (MHC) 2.03 (1.42) 2.58 66.59 29.000 33.000 15.833 10.72 10.72
WBST Webster Financial Corp. 25.19 4.09 (2.06) 877.22 66.500 66.750 35.125 27.99 24.41
WCBI Westco Bancorp 1.59 7.22 1.75 71.47 27.250 29.250 20.000 19.72 19.72
WCFB Webster City Federal SB (MHC) 1.40 0.36 0.81 43.24 20.000 22.000 12.750 10.60 10.60
WEFC Wells Financial Corp. 0.05 NA 0.02 36.98 17.875 19.000 12.875 15.13 15.13
WEHO Westwood Homestead Fin. Corp. 11.93 38.37 11.57 41.94 17.000 18.125 12.000 10.60 10.60
WES Westcorp 11.81 8.16 6.77 491.09 16.875 23.500 13.250 13.27 13.24
WFI Winton Financial Corp. 12.88 13.06 11.96 55.20 20.375 20.625 11.750 12.16 11.94
WFSL Washington Federal Inc. (2.66) 1.72 4.93 1,464.00 28.580 30.285 20.455 14.09 12.99
WHGB WHG Bancshares Corp. 5.71 1.13 7.13 25.70 18.750 18.750 13.125 14.34 14.34
</TABLE>
46
<PAGE>
<TABLE>
<CAPTION>
Balance Sheet Growth as of
The Most Recent Quarter Market Data as of The Most Recent Quarter
-------------------------- ----------------------------------------------------------------
Asset Loan Deposit MRQ MRQ MRQ MRQ MRQ Publicly MRQ Tangible
Growth Growth Growth Market Price Price Price Reported Publicly Rep
Rate Rate Rate Value Per Share High Low Book Value Book Value
Ticker Short Name (%) (%) (%) ($) ($) ($) ($) ($) ($)
- -------------------------------------- -------------------------- ----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WOFC Western Ohio Financial Corp. 14.30 16.99 26.47 62.86 27.125 27.125 19.625 23.40 21.84
WRNB Warren Bancorp Inc. 3.35 7.06 2.82 88.49 23.000 24.125 14.750 10.52 10.52
WSB Washington Savings Bank, FSB 3.86 (1.81) 6.69 36.81 7.500 8.250 4.375 5.13 5.13
WSBI Warwick Community Bancorp NA NA NA 106.95 NA NA NA NA NA
WSFS WSFS Financial Corp. 11.61 (7.10) 2.96 255.43 20.000 21.750 10.500 6.96 6.92
WSTR WesterFed Financial Corp. 83.65 83.99 87.53 144.78 25.500 27.000 17.625 19.31 15.69
WVFC WVS Financial Corp. 5.84 7.04 (0.52) 68.71 35.250 35.250 23.500 17.75 17.75
WYNE Wayne Bancorp Inc. 11.55 30.05 9.84 51.86 24.500 24.875 13.688 16.49 16.49
YFCB Yonkers Financial Corp. 26.58 60.39 11.63 57.39 19.250 22.000 12.750 14.87 14.87
YFED York Financial Corp. 1.92 1.23 7.60 221.29 25.750 27.250 12.800 11.84 11.84
--------------------------------------------------------------------------------------------
Average 12.23 15.49 8.69 257.62 24.76 25.89 15.16 14.95 14.45
</TABLE>
47
<PAGE>
<TABLE>
<CAPTION>
Balance Sheet Growth as of
The Most Recent Quarter Market Data as of The Most Recent Quarter
-------------------------- ----------------------------------------------------------------
Asset Loan Deposit MRQ MRQ MRQ MRQ MRQ Publicly MRQ Tangible
Growth Growth Growth Market Price Price Price Reported Publicly Rep
Rate Rate Rate Value Per Share High Low Book Value Book Value
Ticker Short Name (%) (%) (%) ($) ($) ($) ($) ($) ($)
- -------------------------------------- -------------------------- ----------------------------------------------------------------
Comparable Thrift Data
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CNY Carver Bancorp Inc. 11.72 136.40 2.18 34.14 16.250 17.125 8.375 15.23 14.65
ESBK Elmira Savings Bank (The) 3.43 4.49 1.46 21.60 28.333 28.333 14.048 20.07 19.54
FIBC Financial Bancorp Inc. 18.97 8.82 7.93 44.45 24.125 25.750 14.875 16.10 16.03
FKFS First Keystone Financial 21.83 10.31 3.68 41.62 17.875 18.688 9.500 10.38 10.38
HRBF Harbor Federal Bancorp Inc. 6.76 4.32 5.35 41.49 25.250 25.250 15.375 17.22 17.22
IFSB Independence Federal Svgs Bank 1.48 2.01 (2.45) 20.82 14.125 14.750 7.000 14.23 12.67
PBCI Pamrapo Bancorp Inc. 3.80 1.63 2.22 75.69 27.250 27.250 18.500 17.07 16.96
PHFC Pittsburgh Home Financial Corp 37.03 28.29 4.35 35.45 18.000 20.813 13.000 12.52 12.37
SKAN Skaneateles Bancorp Inc. 5.75 3.90 6.48 27.48 22.125 22.125 10.667 12.30 11.97
WYNE Wayne Bancorp Inc. 11.55 30.05 9.84 51.86 24.500 24.875 13.688 16.49 16.49
--------------------------------------------------------------------------------------------
Average 12.23 23.02 4.10 39.46 21.78 22.50 12.50 15.16 14.83
Median 9.16 6.66 4.02 38.47 23.13 23.50 13.34 15.67 15.34
Maximum 37.03 136.40 9.84 75.69 28.33 28.33 18.50 20.07 19.54
Minimum 1.48 1.63 (2.45) 20.82 14.13 14.75 7.00 10.38 10.38
</TABLE>
48
<PAGE>
<TABLE>
<CAPTION>
Dividends Current Pricing Data as of 03/03/98
---------------------- ---------------------------------------------------------------
Current LTM Dividend Price/ Price/ Price/Tang
Dividend Payout LTM Price/ Price/ Price/ Publicly Rep Publicly Rep
Yield Ratio Core EPS Assets Earnings LTM EPS Book Value Book Value
Ticker Short Name ($) (%) (x) (%) (x) (x) (%) (%)
- -------------------------------------- ---------------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
%CAL California Federal Bank NA NA NA NA NA NA NA NA
%CCMD Chevy Chase Bank, FSB NA NA NA NA NA NA NA NA
AABC Access Anytime Bancorp Inc. 0.000 0.00 8.4 12.10 2.43 8.4 139.81 139.81
AADV Advantage Bancorp Inc. 0.588 11.87 20.18 21.43 17.35 20.18 213.90 228.65
ABBK Abington Bancorp Inc. 0.952 18.18 19.09 14.36 18.75 19.09 210.21 231.02
ABCL Alliance Bancorp Inc. 1.586 30.86 21.68 16.32 21.02 21.68 170.04 172.04
ABCW Anchor BanCorp Wisconsin 0.764 14.13 20.23 19.53 18.05 20.23 293.86 298.68
AFBC Advance Financial Bancorp 1.580 NA NA 20.33 24.11 NA 133.58 133.58
AFCB Affiliated Community Bancorp 1.605 28.65 21.00 21.04 20.76 21.00 212.24 213.33
AFED AFSALA Bancorp Inc. 1.474 15.05 20.43 16.39 19.79 20.43 116.21 116.21
AHCI Ambanc Holding Co. 1.315 13.51 49.32 14.85 24.01 49.32 130.54 130.54
AHM H.F. Ahmanson & Co. 1.443 24.51 16.99 12.17 17.13 16.99 296.55 347.38
ALBC Albion Banc Corp. 0.992 35.59 24.43 11.39 22.40 24.43 133.04 133.04
ALBK ALBANK Financial Corp. 1.469 20.82 15.46 15.49 11.04 15.46 175.88 226.43
AMFC AMB Financial Corp. 1.594 22.73 15.97 16.93 15.68 15.97 114.57 114.57
ANA Acadiana Bancshares Inc. 1.989 33.64 20.68 21.78 19.07 20.68 128.56 128.56
ANDB Andover Bancorp Inc. 1.918 27.31 15.91 15.48 15.24 15.91 191.24 191.24
ANE Alliance Bncp of New England 1.000 14.23 16.26 13.24 15.15 16.26 174.06 179.05
ASBI Ameriana Bancorp 3.180 54.46 17.97 16.55 16.23 17.97 147.65 147.76
ASBP ASB Financial Corp. 2.909 62.50 21.48 20.08 21.48 21.48 129.84 129.84
ASFC Astoria Financial Corp. 1.397 18.42 18.83 14.25 19.34 18.83 176.59 253.77
ATSB AmTrust Capital Corp. 1.356 35.09 25.88 10.89 28.37 25.88 100.61 101.65
AVND Avondale Financial Corp. 0.000 0.00 NM 9.50 6.25 NM 112.08 112.08
BANC BankAtlantic Bancorp Inc. 0.969 838.57 13.90 11.45 12.62 13.90 169.47 194.09
BDJI First Federal Bancorp. 0.000 0.00 24.13 17.43 19.95 24.13 171.35 171.35
BFD BostonFed Bancorp Inc. 1.287 20.97 17.54 12.32 17.54 17.54 138.36 143.56
BFFC Big Foot Financial Corp. 0.000 NA NA 26.72 28.75 NA 152.42 152.42
BFSB Bedford Bancshares Inc. 1.915 38.73 20.60 24.41 22.16 20.60 160.01 160.01
BKC American Bank of Connecticut 3.040 46.61 14.75 18.16 14.04 14.75 201.45 208.33
BKCT Bancorp Connecticut Inc. 2.667 42.82 18.06 22.41 18.06 18.06 211.50 211.50
BKUNA BankUnited Financial Corp. 0.000 0.00 26.89 6.69 29.69 26.89 156.08 175.71
BNKU Bank United Corp. 1.358 23.39 19.00 11.89 18.70 19.00 243.04 249.34
BPLS Bank Plus Corp. 0.000 0.00 22.35 6.85 40.97 22.35 157.59 173.12
BTHL Bethel Bancorp 2.560 20.83 13.02 6.89 16.45 13.02 91.17 108.60
BVCC Bay View Capital Corp. 1.155 32.08 32.67 12.87 96.18 32.67 240.79 289.99
BWFC Bank West Financial Corp. 1.641 43.42 32.5 22.62 NM 32.5 165.63 165.63
BYFC Broadway Financial Corp. 1.569 51.28 32.69 8.49 28.98 32.69 86.32 86.32
CAFI Camco Financial Corp. 2.128 29.70 14.84 15.68 15.86 14.84 166.72 179.71
CAPS Capital Savings Bancorp Inc. 1.085 19.51 17.99 17.28 17.29 17.99 183.15 183.15
CASB Cascade Financial Corp. 0.000 0.00 20.39 12.45 18.45 20.39 179.61 179.61
CASH First Midwest Financial Inc. 2.098 29.77 17.46 15.11 15.89 17.46 139.57 156.46
CATB Catskill Financial Corp. 1.718 34.12 21.91 29.27 21.16 21.91 120.32 120.32
CBCI Calumet Bancorp Inc. 0.000 0.00 17.03 25.18 13.54 17.03 150.12 150.12
CBES CBES Bancorp Inc. 1.569 33.90 21.61 23.45 28.98 21.61 149.30 149.30
CBK Citizens First Financial Corp. 0.000 0.00 28.55 18.51 19.56 28.55 127.26 127.26
CBSA Coastal Bancorp Inc. 1.500 20.44 14.22 5.51 14.81 14.22 154.81 182.13
CBSB Charter Financial Inc. 0.979 26.02 26.58 35.68 35.53 26.58 229.55 256.38
CCFH CCF Holding Co. 2.582 469.73 140.83 17.43 NM 140.83 163.51 163.51
CEBK Central Co-operative Bank 1.032 22.38 21.68 16.59 22.79 21.68 168.94 186.86
CENB Century Bancorp Inc. 2.133 34.64 21.65 37.34 25.20 21.65 123.84 123.84
CENF CENFED Financial Corp. 0.846 13.86 17.59 11.01 14.78 17.59 197.88 198.15
CFB Commercial Federal Corp. 0.625 9.43 17.00 15.96 16.29 17.00 250.27 277.51
CFBC Community First Banking Co. 1.364 NA NA 26.91 NA NA 139.73 141.62
CFCP Coastal Financial Corp. 1.751 27.98 16.32 17.04 15.58 16.32 285.20 285.20
CFFC Community Financial Corp. 1.931 36.67 19.33 20.18 27.88 19.33 152.71 152.71
CFNC Carolina Fincorp Inc. 1.362 22.37 23.19 28.46 23.19 23.19 125.36 125.36
CFSB CFSB Bancorp Inc. 1.637 31.66 21.88 26.15 20.94 21.88 330.10 330.10
CFTP Community Federal Bancorp 1.718 438.28 29.10 37.70 31.04 29.10 126.44 126.44
CFX CFX Corp. 2.862 112.82 39.42 25.76 48.05 39.42 301.18 312.18
CIBI Community Investors Bancorp 1.855 27.68 16.27 16.24 17.25 16.27 140.13 140.13
CKFB CKF Bancorp Inc. 2.548 113.95 15.21 27.07 18.87 15.21 114.50 114.50
CLAS Classic Bancshares Inc. 1.400 31.46 22.47 19.58 21.74 22.47 130.04 152.44
CMRN Cameron Financial Corp 1.436 29.17 20.31 23.67 22.16 20.31 110.42 110.42
CMSB Commonwealth Bancorp Inc. 1.374 27.45 19.98 14.59 19.59 19.98 154.12 195.16
</TABLE>
49
<PAGE>
<TABLE>
<CAPTION>
Dividends Current Pricing Data as of 03/03/98
---------------------- ---------------------------------------------------------------
Current LTM Dividend Price/ Price/ Price/Tang
Dividend Payout LTM Price/ Price/ Price/ Publicly Rep Publicly Rep
Yield Ratio Core EPS Assets Earnings LTM EPS Book Value Book Value
Ticker Short Name ($) (%) (x) (%) (x) (x) (%) (%)
- -------------------------------------- ---------------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CMSV Community Savings Bnkshrs(MHC) 2.483 81.02 33.56 26.04 29.23 33.56 223.49 223.49
CNIT CENIT Bancorp Inc. 1.678 30.30 21.67 16.86 17.52 21.67 230.57 251.76
CNSB CNS Bancorp Inc. 1.333 41.18 35.29 30.54 34.62 35.29 125.52 125.52
CNY Carver Bancorp Inc. 0.000 NM NM 8.21 26.34 NM 96.85 100.68
COFI Charter One Financial 1.660 41.28 26.31 19.47 NM 26.31 279.45 299.16
CONE Conestoga Bancorp, Inc. NA 28.17 NA NA NA NA NA NA
COOP Cooperative Bankshares Inc. 0.000 0.00 25.71 14.55 25.00 25.71 189.87 189.87
CRSB Crusader Holding Corp. 0.000 NA NA 25.87 11.95 NA NM NM
CRZY Crazy Woman Creek Bancorp 2.370 51.28 21.63 26.51 20.09 21.63 112.20 112.20
CSBF CSB Financial Group Inc. 0.000 0.00 49.07 23.37 27.6 49.07 101.22 107.55
CTZN CitFed Bancorp Inc. 0.706 11.16 25.12 19.16 23.18 25.12 315.99 346.00
CVAL Chester Valley Bancorp Inc. 1.354 31.49 22.57 21.64 21.38 22.57 245.47 245.47
DCBI Delphos Citizens Bancorp Inc. 1.021 0.00 24.74 42.43 26.7 24.74 158.46 158.46
DIBK Dime Financial Corp. 1.542 12.66 9.85 16.77 9.38 9.85 202.77 208.19
DIME Dime Community Bancorp Inc. 1.333 11.17 25.53 20.06 25.00 25.53 160.32 185.47
DME Dime Bancorp Inc. 0.531 10.71 26.90 16.04 41.84 26.90 266.59 324.97
DNFC D & N Financial Corp. 0.707 5.95 16.83 12.91 16.09 16.83 238.87 241.10
DSL Downey Financial Corp. 1.094 18.71 17.31 13.41 13.80 17.31 181.90 NA
EBI Equality Bancorp Inc. 1.512 NA NA 17.21 NA NA 153.98 153.98
EBSI Eagle Bancshares 3.000 66.67 22.22 12.24 16.67 22.22 155.76 155.76
EFBC Empire Federal Bancorp Inc. 1.702 NA NA 41.33 25.92 NA 113.64 113.64
EFBI Enterprise Federal Bancorp 2.985 89.29 29.91 22.08 33.50 29.91 205.40 205.52
EGFC Eagle Financial Corp. 1.893 71.11 39.12 15.95 17.84 39.12 225.79 278.55
EGLB Eagle BancGroup Inc. 0.000 0.00 47.97 14.19 57.29 47.97 119.63 119.63
EMLD Emerald Financial Corp. 1.302 20.34 18.22 18.06 17.92 18.22 224.90 228.00
EQSB Equitable Federal Savings Bank 0.000 0.00 16.67 11.33 17.05 16.67 217.86 217.86
ESBK Elmira Savings Bank (The) 2.197 46.89 22.40 9.46 15.83 22.40 145.12 149.05
ESX Essex Bancorp Inc. 0.000 0 NM 2.93 NM NM NM NM
ETFS East Texas Financial Services 0.941 26.67 28.33 18.16 35.42 28.33 103.96 103.96
FAB FIRSTFED AMERICA BANCORP INC. 0.000 NA NA 14.74 20.44 NA 122.58 122.58
FBBC First Bell Bancorp Inc. 2.133 32.52 15.24 18.07 15.12 15.24 167.26 167.26
FBCI Fidelity Bancorp Inc. 1.576 88.89 70.49 14.58 18.66 70.49 139.27 139.50
FBCV 1ST Bancorp 0.970 14.29 15.28 11.71 17.19 15.28 130.46 132.79
FBER 1st Bergen Bancorp 1.026 19.18 26.71 19.62 27.08 26.71 143.70 143.70
FBHC Fort Bend Holding Corp. 1.928 22.68 21.39 11.43 22.55 21.39 168.97 180.28
FBNW FirstBank Corp. 1.427 NA NA 21.24 19.63 NA 121.22 121.22
FBSI First Bancshares Inc. 0.625 11.49 18.39 21.65 17.39 18.39 150.38 150.38
FCB Falmouth Bancorp Inc. 1.021 29.85 35.07 35.04 23.5 35.07 146.33 146.33
FCBF FCB Financial Corp. 2.481 54.68 23.20 23.96 17.92 23.20 170.01 170.01
FCME First Coastal Corp. 0.000 0.00 3.26 13.38 15.23 3.26 137.20 137.20
FDEF First Defiance Financial 2.341 53.23 24.80 22.62 34.94 24.80 122.71 122.71
FED FirstFed Financial Corp. 0.000 0 18.98 10.39 16.73 18.98 193.98 195.65
FESX First Essex Bancorp Inc. 2.229 40.00 20.10 15.81 20.94 20.10 207.99 236.58
FFBA First Colorado Bancorp Inc. 1.917 37.7 22.23 29.31 18.84 22.23 217.87 222.34
FFBH First Federal Bancshares of AR 1.109 13.22 20.87 22.60 21.77 20.87 151.74 151.74
FFBI First Financial Bancorp Inc. 0.000 0.00 NM 11.46 20.04 NM 128.45 128.45
FFBS FFBS BanCorp Inc. 2.247 208.33 18.54 25.92 18.54 18.54 147.64 147.64
FFBZ First Federal Bancorp Inc. 1.188 22.73 21.42 17.77 28.05 21.42 257.80 258.08
FFCH First Financial Holdings Inc. 1.576 33.63 23.91 20.10 24.23 23.91 312.14 312.14
FFDB FirstFed Bancorp Inc. 2.105 41.67 17.21 15.34 17.46 17.21 158.33 172.48
FFDF FFD Financial Corp. 1.558 23.11 16.18 30.11 40.10 16.18 125.16 125.16
FFED Fidelity Federal Bancorp 4.129 62.50 15.14 14.04 18.63 15.14 192.99 192.99
FFES First Federal of East Hartford 1.749 29.70 19.25 10.70 17.05 19.25 157.01 157.01
FFFC FFVA Financial Corp. 1.558 37.23 28.1 30.42 87.50 28.1 213.65 217.76
FFFD North Central Bancshares Inc. 1.524 20.66 17.36 30.91 15.44 17.36 136.10 136.10
FFFL Fidelity Bankshares Inc. (MHC) 2.748 87.77 34.84 21.24 27.29 34.84 258.89 260.54
FFHH FSF Financial Corp. 2.439 45.45 18.64 15.34 19.71 18.64 125.46 125.46
FFHS First Franklin Corp. 1.481 33.33 26.47 13.92 20.45 26.47 154.37 155.26
FFIC Flushing Financial Corp. 1.313 18.64 20.66 17.61 19.04 20.66 140.49 146.22
FFKY First Federal Financial Corp. 2.545 36.49 14.86 23.48 15.71 14.86 171.74 181.67
FFLC FFLC Bancorp Inc. 1.895 30.00 19.79 17.77 19.00 19.79 138.28 138.28
FFOH Fidelity Financial of Ohio 1.539 143.82 20.44 19.01 19.77 20.44 158.29 179.55
FFPB First Palm Beach Bancorp Inc. 1.778 33.78 21.28 10.93 21.88 21.28 171.57 175.47
FFSL First Independence Corp. 2.034 34.72 20.49 12.38 20.49 20.49 123.85 123.85
</TABLE>
50
<PAGE>
<TABLE>
<CAPTION>
Dividends Current Pricing Data as of 03/03/98
---------------------- ---------------------------------------------------------------
Current LTM Dividend Price/ Price/ Price/Tang
Dividend Payout LTM Price/ Price/ Price/ Publicly Rep Publicly Rep
Yield Ratio Core EPS Assets Earnings LTM EPS Book Value Book Value
Ticker Short Name ($) (%) (x) (%) (x) (x) (%) (%)
- -------------------------------------- ---------------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFSX First Fed SB of Siouxland(MHC) 1.352 40.34 29.83 21.92 31.70 29.83 247.56 249.47
FFWC FFW Corp. 1.920 27.38 14.88 14.14 13.79 14.88 147.75 162.06
FFWD Wood Bancorp Inc. 1.619 31.39 24.71 33.43 25.00 24.71 261.19 261.19
FFYF FFY Financial Corp. 2.286 37.18 17.95 23.17 17.50 17.95 170.48 170.48
FGHC First Georgia Holding Inc. 3.926 0.00 18.87 18.69 16.98 18.87 224.90 242.57
FIBC Financial Bancorp Inc. 1.923 25.48 16.56 14.42 15.48 16.56 161.49 162.20
FISB First Indiana Corp. 1.684 29.41 20.96 22.38 18.75 20.96 235.93 238.69
FKFS First Keystone Financial 1.159 8.40 14.50 11.00 14.87 14.50 166.18 166.18
FKKY Frankfort First Bancorp Inc. 4.885 NM 116.96 19.96 17.06 116.96 117.64 117.64
FLAG FLAG Financial Corp. 1.700 34 20.00 17.08 20.00 20 187.62 187.62
FLFC First Liberty Financial Corp. 1.354 33.33 26.42 19.74 17.66 26.42 260.21 286.34
FLGS Flagstar Bancorp Inc. 1.085 0.00 12.64 14.87 12.29 12.64 248.88 259.07
FLKY First Lancaster Bancshares 3.306 45.45 27.50 30.49 31.51 27.50 103.45 103.45
FMBD First Mutual Bancorp Inc. 1.662 103.23 62.10 17.25 80.21 62.10 114.58 149.46
FMCO FMS Financial Corp. 0.806 9.65 15.24 14.27 15.24 15.24 219.94 223.19
FMSB First Mutual Savings Bank 1.111 46.44 16.82 16.66 16.67 16.82 242.26 242.26
FNGB First Northern Capital Corp. 2.743 48.48 19.89 17.39 18.23 19.89 157.19 157.19
FOBC Fed One Bancorp 1.693 44.12 26.93 23.72 26.93 26.93 207.27 216.33
FPRY First Financial Bancorp NA 39.66 NA NA NA NA NA NA
FSBI Fidelity Bancorp Inc. 1.231 20.45 17.01 11.62 17.84 17.01 169.96 169.96
FSFF First SecurityFed Financial 0.000 NA NA NA NA NA NA NA
FSLA First Savings Bank (MHC) 1.058 36.99 39.12 34.66 36.59 39.12 357.85 391.84
FSNJ Bayonne Bancshares Inc. 1.225 NA NA 20.56 26.68 NA 130.53 130.53
FSPG First Home Bancorp Inc. 1.333 23.26 17.44 15.47 17.86 17.44 225.39 228.83
FSPT FirstSpartan Financial Corp. 1.387 NA NA 38.68 25.15 NA 146.51 146.51
FSSB First FS&LA of San Bernardino 0.000 0.00 NM 3.05 NM NM 70.36 73.03
FSTC First Citizens Corp. 1.000 14.42 15.38 25.12 17.39 15.38 248.83 311.28
FTF Texarkana First Financial Corp 1.898 30.08 16.67 28.80 16.76 16.67 190.08 190.08
FTFC First Federal Capital Corp. 1.518 26.37 17.87 18.82 16.47 17.87 265.76 280.86
FTNB Fulton Bancorp Inc. 0.92 26.32 28.62 34.63 27.19 28.62 144.42 144.42
FTSB Fort Thomas Financial Corp. 1.613 36.59 18.90 22.88 18.45 18.90 144.72 144.72
FWWB First SB of Washington Bancorp 1.426 21.21 19.13 22.56 18.57 19.13 156.64 169.12
GAF GA Financial Inc. 2.510 36.52 16.63 18.83 14.94 16.63 127.08 128.27
GDVS Greater Delaware Valley (MHC) 1.161 58.06 50.00 38.95 59.62 50.00 347.92 347.92
GDW Golden West Financial 0.564 7.42 14.47 12.78 13.69 14.47 187.58 187.58
GFCO Glenway Financial Corp. 1.951 35.58 19.71 15.35 18.98 19.71 165.19 166.94
GFED Guaranty Federal Bcshs Inc. 1.860 NA NA 33.05 NA NA 109.57 109.57
GFSB GFS Bancorp Inc. 1.518 21.49 15.02 18.05 15.86 15.02 152.49 152.49
GLMR Gilmer Financial Svcs, Inc. 0.000 0.00 117.71 6.41 NM 117.71 71.05 71.05
GOSB GSB Financial Corp. 0.000 NA NA 32.26 29.69 NA 113.40 113.40
GPT GreenPoint Financial Corp. 1.772 26.88 19.42 23.37 18.43 19.42 212.50 389.70
GSB Golden State Bancorp Inc. 0.000 0 23.83 11.38 21.80 23.83 215.10 238.33
GSBC Great Southern Bancorp Inc. 1.725 25.15 15.64 27.41 14.49 15.64 313.65 316.38
GSFC Green Street Financial Corp. 2.479 85.29 26.10 42.45 26.10 26.10 120.50 120.50
GSLA GS Financial Corp. 1.353 NA NA 54.27 30.42 NA 125.84 125.84
GTPS Great American Bancorp 2.000 81.63 40.82 23.55 33.33 40.82 108.28 108.28
GUPB GFSB Bancorp Inc. 1.963 36.7 18.69 14.22 16.98 18.69 113.76 113.76
HALL Hallmark Capital Corp. 0.000 0.00 16.84 11.35 16.67 16.84 148.84 148.84
HARB Harbor Florida Bancorp (MHC) 1.951 49.12 25.18 31.64 22.15 25.18 354.50 365.33
HARL Harleysville Savings Bank 1.504 20.40 14.55 14.01 15.23 14.55 205.55 205.55
HARS Harris Financial Inc. (MHC) 1.060 38.44 39.90 31.85 64.84 39.90 392.25 439.62
HAVN Haven Bancorp Inc. 1.212 24.19 19.96 11.01 18.20 19.96 192.61 193.21
HBBI Home Building Bancorp 1.333 26.32 19.74 16.53 23.44 19.74 109.17 109.17
HBEI Home Bancorp of Elgin Inc. 2.177 68.18 41.76 35.73 45.94 41.76 132.29 132.29
HBFW Home Bancorp 0.586 16.39 27.97 23.25 30.47 27.97 191.39 191.39
HBNK Highland Bancorp Inc. 0.000 0.00 13.86 15.08 12.41 13.86 199.72 199.72
HBS Haywood Bancshares Inc. 2.743 35.90 14.02 17.90 8.29 14.02 126.23 130.68
HCBB HCB Bancshares Inc. 1.379 NA NA 18.71 51.79 NA 100.35 103.94
HCBC High Country Bancorp Inc. 0.000 NA NA NA NA NA NA NA
HCFC Home City Financial Corp. 1.910 NA NA 24.31 16.24 NA 123.97 123.97
HEMT HF Bancorp Inc. 0.000 0.00 NM 10.65 40.91 NM 135.44 161.00
HFBC HopFed Bancorp Inc. 0.000 NA NA NA NA NA NA NA
HFFB Harrodsburg First Fin Bancorp 2.388 75.95 21.2 30.54 20.94 21.20 105.68 105.68
HFFC HF Financial Corp. 1.442 19.70 14.71 14.93 13.24 14.71 155.75 155.75
</TABLE>
51
<PAGE>
<TABLE>
<CAPTION>
Dividends Current Pricing Data as of 03/03/98
---------------------- ---------------------------------------------------------------
Current LTM Dividend Price/ Price/ Price/Tang
Dividend Payout LTM Price/ Price/ Price/ Publicly Rep Publicly Rep
Yield Ratio Core EPS Assets Earnings LTM EPS Book Value Book Value
Ticker Short Name ($) (%) (x) (%) (x) (x) (%) (%)
- -------------------------------------- ---------------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HFGI Harrington Financial Group 1.000 29.03 38.71 7.15 NM 38.71 160.00 160.00
HFNC HFNC Financial Corp. 2.226 788.06 21.46 27.13 21.14 21.46 148.81 148.81
HFSA Hardin Bancorp Inc. 2.560 46.00 18.75 13.38 16.74 18.75 118.00 118.00
HFWA Heritage Financial Corp. 0.000 NA NA NA NA NA NA NA
HHFC Harvest Home Financial Corp. 2.983 62.12 22.35 14.12 26.34 22.35 126.94 126.94
HIFS Hingham Instit. for Savings 1.455 29.5 16.5 19.33 16.18 16.5 201.22 201.22
HMLK Hemlock Federal Financial Corp 1.493 NA NA 22.04 21.31 NA 127.99 127.99
HMNF HMN Financial Inc. 0.000 0.00 20.57 17.39 23.39 20.57 142.30 153.28
HOMF Home Federal Bancorp 1.231 18.12 18.36 23.42 16.58 18.36 266.18 273.80
HPBC Home Port Bancorp Inc. 3.005 44.69 14.87 23.49 14.16 14.87 223.36 223.36
HRBF Harbor Federal Bancorp Inc. 1.959 44.44 24.75 17.76 24.50 24.75 142.28 142.28
HRZB Horizon Financial Corp. 2.462 36.67 16.10 25.01 15.96 16.1 157.07 157.07
HTHR Hawthorne Financial Corp. 0.000 0.00 14.92 6.82 10.47 14.92 140.53 140.53
HWEN Home Financial Bancorp 1.081 26.32 24.34 19.75 23.13 24.34 116.35 116.35
HZFS Horizon Financial Svcs Corp. 1.241 19.64 17.26 13.93 14.50 17.26 137.05 137.05
IBSF IBS Financial Corp. 2.238 64.74 33.10 26.86 31.92 33.10 151.48 151.48
IFSB Independence Federal Svgs Bank 6.154 20.18 14.91 8.28 25.39 14.91 114.20 128.26
INBI Industrial Bancorp Inc. 3.048 46.6 17.84 25.76 16.41 17.84 154.02 154.02
INCB Indiana Community Bank SB 1.745 69.23 39.66 19.94 34.38 39.66 164.08 164.08
IPSW Ipswich Savings Bank 1.123 14.20 16.19 14.96 14.84 16.19 287.30 287.30
ITLA ITLA Capital Corp. 0.000 0 12.66 15.4 11.83 12.66 157.49 NA
IWBK InterWest Bancorp Inc. 1.735 25.10 16.53 16.83 16.47 16.53 250.00 254.29
JOAC Joachim Bancorp Inc. 3.008 138.89 46.18 35.09 46.18 46.18 121.35 121.35
JSB JSB Financial Inc. 2.984 47.20 18.75 34.67 16.35 18.75 149.33 149.33
JSBA Jefferson Savings Bancorp 1.077 17.43 23.85 20.70 26.00 23.85 211.55 269.71
JXSB Jacksonville Savings Bk (MHC) 1.304 55.02 46.00 26.12 57.50 46.00 250.82 250.82
JXVL Jacksonville Bancorp Inc. 2.469 36.76 14.89 21.02 15.82 14.89 143.72 143.72
KFBI Klamath First Bancorp 1.438 33.33 23.92 22.80 25.28 23.92 139.76 152.92
KNK Kankakee Bancorp Inc. 1.420 24 16.91 13.51 16.91 16.91 122.64 130.10
KSAV KS Bancorp Inc. NA 63.46 NA NA NA NA NA NA
KSBK KSB Bancorp Inc. 0.541 5.64 14.23 15.01 12.85 14.23 198.29 207.63
KYF Kentucky First Bancorp Inc. 3.636 64.10 17.63 20.67 21.48 17.63 121.47 121.47
LARK Landmark Bancshares Inc. 1.818 29.20 16.06 15.90 15.71 16.06 112.88 112.88
LARL Laurel Capital Group Inc. 1.613 25.20 16.93 21.91 18.53 16.93 207.33 207.33
LFBI Little Falls Bancorp Inc. 1.000 19.4 29.85 16.08 27.78 29.85 137.65 149.25
LFCO Life Financial Corp. 0.000 0.00 6.68 26.58 5.69 6.68 198.63 198.63
LFED Leeds Federal Bankshares (MHC) 2.545 78.80 33.33 39.13 34.38 33.33 235.29 235.29
LISB Long Island Bancorp Inc. 0.982 27.78 28.30 24.19 26.81 28.30 263.58 265.99
LOGN Logansport Financial Corp. 2.302 42.11 18.29 25.44 14.98 18.29 132.43 132.43
LONF London Financial Corp. 1.600 609.30 17.44 20.18 15.00 17.44 146.63 146.63
LSBI LSB Financial Corp. 1.350 18.49 16.74 13.14 15.11 16.74 143.53 143.53
LSBX Lawrence Savings Bank 0.000 0.00 9.96 21.60 5.39 9.96 206.67 206.67
LVSB Lakeview Financial 0.482 8.94 18.57 20.90 25.00 18.57 195.64 231.32
LXMO Lexington B&L Financial Corp. 1.818 21.43 23.57 29.71 24.26 23.57 111.56 111.56
MAFB MAF Bancorp Inc. 0.737 11.34 15.97 16.50 16.10 15.97 216.52 245.80
MARN Marion Capital Holdings 3.321 56.58 17.43 24.61 23.66 17.43 118.41 121.00
MASB MASSBANK Corp. 2.010 31.95 17.96 19.20 17.27 17.96 171.20 173.71
MBB MSB Bancorp Inc. 1.727 53.57 31.03 12.77 26.33 31.03 155.13 291.04
MBBC Monterey Bay Bancorp Inc. 0.700 19.64 35.71 15.83 38.46 35.71 126.34 135.50
MBLF MBLA Financial Corp. 1.422 30.08 21.15 15.98 19.53 21.15 126.01 126.01
MBSP Mitchell Bancorp Inc. 2.406 66.67 27.71 42.87 31.97 27.71 106.84 106.84
MCBN Mid-Coast Bancorp Inc. 1.391 26.53 19.07 14.14 16.99 19.07 169.66 169.66
MDBK Medford Bancorp Inc. 1.839 37.66 18.2 17.40 18.75 18.2 194.63 206.85
MECH MECH Financial Inc. 0.000 0.00 10.54 15.57 17.27 10.54 156.90 156.90
MERI Meritrust Federal SB 0.881 21.08 23.95 26.32 25.16 23.95 309.82 309.82
METF Metropolitan Financial Corp. 0.000 0.00 19.51 12.20 15.38 19.51 307.69 334.73
MFBC MFB Corp. 1.225 26.89 23.32 17.09 23.13 23.32 134.64 134.64
MFFC Milton Federal Financial Corp. 3.721 103.45 27.8 16.70 31.01 27.8 132.06 132.06
MFLR Mayflower Co-operative Bank 3.019 40.76 16.88 18.07 14.72 16.88 185.19 188.08
MFSL Maryland Federal Bancorp 1.246 28.79 24.91 19.75 23.77 24.91 228.06 230.39
MIFC Mid-Iowa Financial Corp. 0.674 9.09 13.49 15.00 14.84 13.49 160.26 160.47
MIVI Mississippi View Holding Co. 1.695 16.84 19.87 20.36 19.66 19.87 112.02 112.02
MONT Montgomery Financial Corp. 1.725 NA NA 19.94 24.52 NA 107.23 107.23
MRKF Market Financial Corp. 1.617 NA NA 40.69 36.07 NA 114.43 114.43
</TABLE>
52
<PAGE>
<TABLE>
<CAPTION>
Dividends Current Pricing Data as of 03/03/98
---------------------- ---------------------------------------------------------------
Current LTM Dividend Price/ Price/ Price/Tang
Dividend Payout LTM Price/ Price/ Price/ Publicly Rep Publicly Rep
Yield Ratio Core EPS Assets Earnings LTM EPS Book Value Book Value
Ticker Short Name ($) (%) (x) (%) (x) (x) (%) (%)
- -------------------------------------- ---------------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MSBF MSB Financial Inc. 1.752 29.95 18.82 27.34 17.13 18.82 162.17 162.17
MSBK Mutual Savings Bank FSB 0.000 0.00 112.50 8.97 112.50 112.50 136.23 136.23
MWBI Midwest Bancshares Inc. 1.444 18.42 14.58 11.49 14.84 14.58 158.94 158.94
MWBX MetroWest Bank 1.500 32.08 15.09 18.54 15.38 15.09 252.37 252.37
MWFD Midwest Federal Financial 1.148 19.53 17.53 22.78 16.46 17.53 253.21 261.94
MYST Mystic Financial Inc. 0.000 NA NA NA NA NA NA NA
NASB North American Savings Bank 1.527 14.87 12.17 19.98 11.70 12.17 235.36 242.41
NBN Northeast Bancorp 1.174 26.99 22.86 13.20 19.63 22.86 189.94 215.04
NBSI North Bancshares Inc. 2.286 76.19 41.67 20.35 54.69 41.67 150.86 150.86
NEIB Northeast Indiana Bancorp 1.563 26.45 17.98 20.14 16.48 17.98 140.23 140.23
NHTB New Hampshire Thrift Bncshrs 2.963 50.51 20.45 13.16 15.34 20.45 168.19 195.84
NMSB NewMil Bancorp Inc. 2.370 39.39 20.45 14.73 19.85 20.45 158.08 158.08
NSLB NS&L Bancorp Inc. 2.878 73.53 25.55 20.67 31.03 25.55 104.61 105.37
NSSY NSS Bancorp Inc. 0.950 12.20 17.12 15.24 15.26 17.12 187.31 192.97
NTBK Net.B@nk Inc. 0.000 NA NA 126.89 NM NA 294.38 294.38
NTMG Nutmeg Federal S&LA 1.928 6.85 25.30 9.73 28.82 25.30 176.45 176.45
NWEQ Northwest Equity Corp. 2.791 37.04 15.93 18.11 14.53 15.93 145.07 145.07
NWSB Northwest Bancorp Inc. (MHC) 1.024 38.10 37.2 32.52 35.51 37.20 351.91 396.57
NYB New York Bancorp Inc. 1.498 23.94 17.05 26.21 18.55 17.05 480.37 480.37
OCFC Ocean Financial Corp. 2.254 24.39 21.65 19.49 19.72 21.65 128.48 128.48
OCN Ocwen Financial Corp. 0.000 0 21.58 59.21 20.27 21.58 432.9 449.78
OFCP Ottawa Financial Corp. 1.342 27.34 22.42 17.88 20.14 22.42 207.47 255.03
OHSL OHSL Financial Corp. 2.395 54.32 22.69 19.09 24.18 22.69 170.14 170.14
OSFS Ohio State Financial Services 0.000 NA NA 26.32 NA NA 97.15 97.15
OTFC Oregon Trail Financial Corp. 1.096 NA NA 30.76 NA NA 118.97 118.97
PBCI Pamrapo Bancorp Inc. 4.207 57.47 15.30 20.09 15.13 15.30 155.98 156.99
PBCT People's Bank (MHC) 1.997 44.60 25.21 28.45 23.21 25.21 327.85 329.55
PBHC Pathfinder Bancorp Inc. (MHC) 0.890 26.66 32.31 30.72 65.63 32.31 256.10 302.16
PBKB People's Bancshares Inc. 2.157 28.57 15.14 9.59 13.91 15.14 242.90 252.55
PCBC Perry County Financial Corp. 1.675 34.48 20.58 23.25 22.96 20.58 120.82 120.82
PDB Piedmont Bancorp Inc. 3.721 71.43 19.20 22.72 20.67 19.20 140.34 140.34
PEDE Great Pee Dee Bancorp 0.000 NA NA 49.21 NA NA 114.84 114.84
PEEK Peekskill Financial Corp. 2.133 53.73 25.19 28.65 26.37 25.19 113.48 113.48
PERM Permanent Bancorp Inc. 1.544 28.69 23.36 14.28 21.59 23.36 137.88 139.5
PERT Perpetual Bank (MHC) 2.154 103.85 50.00 33.58 39.63 50.00 320.35 320.35
PFDC Peoples Bancorp 1.978 33.34 17.80 25.64 18.54 17.80 167.92 167.92
PFED Park Bancorp Inc. 0.000 0.00 28.17 24.88 78.65 28.17 114.05 114.05
PFFB PFF Bancorp Inc. 0.000 0.00 23.32 12.42 17.08 23.32 127.93 129.22
PFFC Peoples Financial Corp. 3.030 NM 3.67 28.35 45.83 33.67 150.27 150.27
PFNC Progress Financial Corp. 0.696 10.73 19.17 14.21 19.60 19.17 279.13 332.37
PFSB PennFed Financial Services Inc 0.757 12.39 16.37 12.09 15.95 16.37 160.59 187.44
PFSL Pocahontas FS&LA (MHC) 2.034 62.5 30.73 18.55 32.54 30.73 291.89 291.89
PHBK Peoples Heritage Finl Group 1.880 29.34 18.07 19.11 16.48 18.07 273.28 363.74
PHFC Pittsburgh Home Financial Corp 1.333 240.35 15.79 11.83 14.52 15.79 143.77 145.51
PHSB Peoples Home Savings Bk (MHC) 1.263 NA NA 24.08 26.39 NA 183.22 183.22
PKPS Poughkeepsie Financial Corp. 2.259 69.44 59.03 15.30 NM 59.03 184.78 184.78
PLSK Pulaski Savings Bank (MHC) 1.644 NA NA 21.17 41.48 NA 177.36 177.36
PMFI Perpetual Midwest Financial 1.017 29.70 29.21 14.23 32.07 29.21 159.55 159.55
PRBC Prestige Bancorp Inc. 1.053 13.04 20.65 12.13 26.39 20.65 111.24 111.24
PROV Provident Financial Holdings 0.000 0.00 21.90 14.91 23.00 21.90 128.85 128.85
PSBK Progressive Bank Inc. 1.951 30.91 18.64 17.78 18.98 18.64 200.20 220.79
PSFC Peoples-Sidney Financial Corp. 1.566 NA NA 30.04 22.34 NA 112.78 112.78
PSFI PS Financial Inc. 3.398 NA NA 35.71 18.59 NA 95.70 95.70
PTRS Potters Financial Corp. 1.067 13.68 16.03 14.74 16.74 16.03 167.26 167.26
PULB Pulaski Bank, Svgs Bank (MHC) 2.239 115.38 53.98 57.08 55.82 53.98 425.69 425.69
PULS Pulse Bancorp 3.048 40.50 14.66 15.03 15.63 14.66 183.44 183.44
PVFC PVF Capital Corp. 0.000 0.00 11.89 14.60 11.57 11.89 200.46 200.46
PVSA Parkvale Financial Corp. 1.667 23.17 15.44 15.63 14.99 15.44 197.52 198.65
PWBC PennFirst Bancorp Inc. 1.882 32.25 18.39 12.35 17.71 18.39 147.57 166.02
PWBK Pennwood Bancorp Inc. 1.636 38.1 26.19 25.66 26.19 26.19 131.26 131.26
QCBC Quaker City Bancorp Inc. 0.000 0.00 15.63 10.97 14.71 15.63 127.15 127.15
QCFB QCF Bancorp Inc. 0.000 0 13.79 25.46 12.34 13.79 144.90 144.90
QCSB Queens County Bancorp Inc. 2.025 36.52 27.62 38.73 25.99 27.62 297.89 297.89
RARB Raritan Bancorp Inc. 2.187 30.74 17.82 15.94 17.59 17.82 210.90 213.86
</TABLE>
53
<PAGE>
<TABLE>
<CAPTION>
Dividends Current Pricing Data as of 03/03/98
---------------------- ---------------------------------------------------------------
Current LTM Dividend Price/ Price/ Price/Tang
Dividend Payout LTM Price/ Price/ Price/ Publicly Rep Publicly Rep
Yield Ratio Core EPS Assets Earnings LTM EPS Book Value Book Value
Ticker Short Name ($) (%) (x) (%) (x) (x) (%) (%)
- -------------------------------------- ---------------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
RCBK Richmond County Financial Corp 0.000 NA NA NA NA NA NA NA
REDF RedFed Bancorp Inc. 0.000 0.00 14.01 14.15 12.99 14.01 169.53 170.11
RELI Reliance Bancshares Inc. 0.000 0 42.26 51.06 44.38 42.26 101.89 101.89
RELY Reliance Bancorp Inc. 1.736 32.49 18.72 15.84 18.44 18.72 185.12 271.74
RIVR River Valley Bancorp 1.013 NA NA 16.98 17.03 NA 133.45 135.37
ROSE TR Financial Corp. 1.985 28.06 17.47 15.68 16.16 17.47 235.56 235.56
RSLN Roslyn Bancorp Inc. 1.438 NA NA 26.97 23.18 NA 154.51 155.27
RVSB Riverview Bancorp Inc. 0.750 NA NA 37.30 NA NA 164.10 170.03
SBFL SB of the Finger Lakes (MHC) 1.290 86.96 67.39 24.27 64.58 67.39 260.07 260.07
SBOS Boston Bancorp (The) NA 10.89 NA NA NA NA NA NA
SCBS Southern Community Bancshares 1.667 34.88 20.93 28.88 20.45 20.93 145.16 145.16
SCCB S. Carolina Community Bancshrs 2.977 88.57 30.71 27.81 44.79 30.71 134.46 134.46
SFED SFS Bancorp Inc. 1.391 29.03 24.73 15.93 22.12 24.73 129.72 129.72
SFFC StateFed Financial Corp. 1.404 27.78 19.79 25.05 19.79 19.79 141.93 141.93
SFIN Statewide Financial Corp. 1.945 32.28 17.81 14.77 17.14 17.81 157.78 158.00
SFSB SuburbFed Financial Corp. 0.656 15.38 23.44 14.07 23.00 23.44 209.14 209.77
SFSL Security First Corp. 1.471 29.28 20.33 24.29 19.42 20.33 259.55 263.64
SGVB SGV Bancorp Inc. 0.000 0.00 30.39 10.14 48.96 30.39 134.23 136.21
SHEN First Shenango Bancorp Inc. 1.387 25.45 19.31 23.86 20.79 19.31 186.99 186.99
SHSB SHS Bancorp Inc. 0.000 NA NA NA NA NA NA NA
SIB Staten Island Bancorp Inc. 0.000 NA NA NA NA NA NA NA
SISB SIS Bancorp Inc. 1.712 31.52 22.65 14.98 103.82 22.65 205.70 205.70
SKAN Skaneateles Bancorp Inc. 1.464 23.61 16.92 10.73 18.39 16.92 155.49 159.77
SKBO First Carnegie Deposit (MHC) 1.611 NA NA 29.82 77.60 NA 173.42 173.42
SMBC Southern Missouri Bancorp Inc. 2.247 58.14 25.87 22.43 30.90 25.87 135.09 135.09
SOBI Sobieski Bancorp Inc. 1.488 45.45 32.58 18.76 31.62 32.58 121.13 121.13
SOPN First Savings Bancorp Inc. 3.745 67.2 18.8 28.91 18.36 18.8 126.96 126.96
SOSA Somerset Savings Bank 0.000 0.00 13.93 15.05 13.54 13.93 226.74 226.74
SPBC St. Paul Bancorp Inc. 1.492 25.71 19.15 20.12 18.62 19.15 219.42 219.96
SRN Southern Banc Co. 2.074 83.33 40.18 19.75 46.88 40.18 113.71 114.64
SSB Scotland Bancorp Inc. 1.975 965.38 15.58 31.52 28.13 15.58 130.98 130.98
SSFC South Street Financial Corp. 3.077 NM 27.08 26.61 NM 27.08 165.61 165.61
SSM Stone Street Bancorp Inc. 2.258 512.08 22.89 36.91 25.47 22.89 124.85 124.85
STFR St. Francis Capital Corp. 1.276 21.46 18.83 14.42 15.23 18.83 177.42 198.98
STSA Sterling Financial Corp. 0 0.00 18.95 9.56 17.95 18.95 174.3 188.6
SVRN Sovereign Bancorp Inc. 0.393 10.53 26.81 13.28 17.56 26.81 267.74 322.39
SWBI Southwest Bancshares 2.540 51.68 21.14 23.22 20.72 21.14 194.20 194.20
SWCB Sandwich Bancorp Inc. 2.414 51.02 23.67 21.72 20.42 23.67 268.15 277.78
SZB SouthFirst Bancshares Inc. 2.759 67.57 29.39 12.83 20.14 29.39 132.62 132.62
THR Three Rivers Financial Corp. 1.913 35.51 21.50 19.45 22.12 21.50 144.47 144.93
THRD TF Financial Corp. 1.864 32.00 20.60 13.75 20.77 20.60 148.33 177.71
TPNZ Tappan Zee Financial Inc. 1.514 33.33 25.69 21.62 25.69 25.69 127.06 127.06
TRIC Tri-County Bancorp Inc. 2.857 43.33 18.67 18.16 19.44 18.67 118.24 118.24
TSBK Timberland Bancorp Inc. 0.000 NA NA NA NA NA NA NA
TSBS Peoples Bancorp Inc. (MHC) 0.819 42.68 52.13 60.39 62.87 52.13 351.56 389.34
TSH Teche Holding Co. 2.381 41.67 17.5 17.67 18.75 17.50 130.52 130.52
TWIN Twin City Bancorp 2.712 59.28 20.49 17.55 16.03 20.49 135.69 135.69
UBMT United Financial Corp. 3.704 77.24 21.95 32.04 20.45 21.95 133.40 133.40
UCBC Union Community Bancorp 0.000 NA NA NA NA NA NA NA
UFRM United Federal Savings Bank 1.315 40.35 32.02 19.02 41.48 32.02 263.35 263.35
USAB USABancshares, Inc. 0.000 0.00 36.21 11.97 16.41 36.21 156.02 158.37
UTBI United Tennessee Bankshares 0.000 NA NA NA NA NA NA NA
VABF Virginia Beach Fed. Financial 1.208 25.33 26.50 16.34 22.59 26.50 228.45 228.45
WAMU Washington Mutual Inc. 1.701 56.99 36.66 18.09 18.14 36.66 327.83 352.03
WAYN Wayne Savings Bancshares (MHC) 2.102 74.49 35.54 26.10 36.88 35.54 275.19 275.19
WBST Webster Financial Corp. 1.245 31.97 26.33 12.50 15.15 26.33 229.55 263.21
WCBI Westco Bancorp 2.345 35.43 16.57 22.62 16.11 16.57 147.06 147.06
WCFB Webster City Federal SB (MHC) 3.902 123.08 31.54 45.46 32.03 31.54 193.40 193.40
WEFC Wells Financial Corp. 2.543 20.69 16.27 18.36 16.27 16.27 124.75 124.75
WEHO Westwood Homestead Fin. Corp. 2.441 NM 44.70 31.24 NM 44.70 139.15 139.15
WES Westcorp 2.140 28.57 13.35 13.17 12.29 13.35 140.83 141.15
WFI Winton Financial Corp. 1.818 27.33 15.99 16.72 14.32 15.99 226.15 230.32
WFSL Washington Federal Inc. 3.117 41.00 13.73 25.62 13.73 13.73 198.72 215.55
WHGB WHG Bancshares Corp. 1.730 41.82 33.64 25.36 38.54 33.64 129.01 129.01
</TABLE>
54
<PAGE>
<TABLE>
<CAPTION>
Dividends Current Pricing Data as of 03/03/98
---------------------- ---------------------------------------------------------------
Current LTM Dividend Price/ Price/ Price/Tang
Dividend Payout LTM Price/ Price/ Price/ Publicly Rep Publicly Rep
Yield Ratio Core EPS Assets Earnings LTM EPS Book Value Book Value
Ticker Short Name ($) (%) (x) (%) (x) (x) (%) (%)
- -------------------------------------- ---------------------- ---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WOFC Western Ohio Financial Corp. 3.865 149.25 38.62 15.34 215.63 38.62 110.58 118.48
WRNB Warren Bancorp Inc. 2.237 47.54 12.70 23.85 15.71 12.7 221.01 221.01
WSB Washington Savings Bank, FSB 1.194 19.61 16.42 13.89 16.11 16.42 163.26 163.26
WSBI Warwick Community Bancorp 0.000 NA NA NA NA NA NA NA
WSFS WSFS Financial Corp. 0.000 0.00 15.89 16.86 16.53 15.89 294.54 296.24
WSTR WesterFed Financial Corp. 1.851 35.41 19.50 13.98 17.53 19.50 134.32 165.32
WVFC WVS Financial Corp. 3.158 255.92 18.01 22.81 16.96 18.01 214.08 214.08
WYNE Wayne Bancorp Inc. 0.777 13.89 23.84 19.40 25.75 23.84 156.16 156.16
YFCB Yonkers Financial Corp. 1.474 20.18 17.43 17.30 16.38 17.43 127.77 127.77
YFED York Financial Corp. 2.080 39.67 20.66 18.72 20.16 20.66 211.15 211.15
---------------------------------------------------------------------------------------
Average 1.507 46.94 23.93 20.72 24.24 23.93 176.79 184.17
</TABLE>
55
<PAGE>
<TABLE>
<CAPTION>
Dividends Current Pricing Data as of 03/03/98
---------------------- ---------------------------------------------------------------
Current LTM Dividend Price/ Price/ Price/Tang
Dividend Payout LTM Price/ Price/ Price/ Publicly Rep Publicly Rep
Yield Ratio Core EPS Assets Earnings LTM EPS Book Value Book Value
Ticker Short Name ($) (%) (x) (%) (x) (x) (%) (%)
- -------------------------------------- ---------------------- ---------------------------------------------------------------
Comparable Thrift Data
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CNY Carver Bancorp Inc. 0.000 NM NM 8.21 26.34 NM 96.85 100.68
ESBK Elmira Savings Bank (The) 2.197 46.89 22.40 9.46 15.83 22.40 145.12 149.05
FIBC Financial Bancorp Inc. 1.923 25.48 16.56 14.42 15.48 16.56 161.49 162.20
FKFS First Keystone Financial 1.159 8.40 14.50 11.00 14.87 14.50 166.18 166.18
HRBF Harbor Federal Bancorp Inc. 1.959 44.44 24.75 17.76 24.50 24.75 142.28 142.28
IFSB Independence Federal Svgs Bank 6.154 20.18 14.91 8.28 25.39 14.91 114.20 128.26
PBCI Pamrapo Bancorp Inc. 4.207 57.47 15.30 20.09 15.13 15.30 155.98 156.99
PHFC Pittsburgh Home Financial Corp 1.333 240.35 15.79 11.83 14.52 15.79 143.77 145.51
SKAN Skaneateles Bancorp Inc. 1.464 23.61 16.92 10.73 18.39 16.92 155.49 159.77
WYNE Wayne Bancorp Inc. 0.777 13.89 23.84 19.40 25.75 23.84 156.16 156.16
---------------------------------------------------------------------------------------
Average 2.12 53.41 18.33 13.12 19.62 18.33 143.75 146.71
Median 1.69 25.48 16.56 11.42 17.11 16.56 150.31 152.61
Maximum 6.15 240.35 24.75 20.09 26.34 24.75 166.18 166.18
Minimum 0.00 8.40 14.50 8.21 14.52 14.50 96.85 100.68
</TABLE>
56
<PAGE>
<TABLE>
<CAPTION>
Productivity
---------------
Full Time
Equivalent
Employees
Ticker Short Name Most Recent Qtr
- -------------------------------------- ---------------
<S> <C> <C>
%CAL California Federal Bank 5,031
%CCMD Chevy Chase Bank, FSB NA
AABC Access Anytime Bancorp Inc. NA
AADV Advantage Bancorp Inc. 280
ABBK Abington Bancorp Inc. 165
ABCL Alliance Bancorp Inc. 440
ABCW Anchor BanCorp Wisconsin 551
AFBC Advance Financial Bancorp NA
AFCB Affiliated Community Bancorp 220
AFED AFSALA Bancorp Inc. NA
AHCI Ambanc Holding Co. 185
AHM H.F. Ahmanson & Co. 7,849
ALBC Albion Banc Corp. NA
ALBK ALBANK Financial Corp. 1,438
AMFC AMB Financial Corp. NA
ANA Acadiana Bancshares Inc. 84
ANDB Andover Bancorp Inc. 280
ANE Alliance Bncp of New England 83
ASBI Ameriana Bancorp 145
ASBP ASB Financial Corp. 21
ASFC Astoria Financial Corp. 1,241
ATSB AmTrust Capital Corp. NA
AVND Avondale Financial Corp. 201
BANC BankAtlantic Bancorp Inc. NA
BDJI First Federal Bancorp. 39
BFD BostonFed Bancorp Inc. 252
BFFC Big Foot Financial Corp. NA
BFSB Bedford Bancshares Inc. 39
BKC American Bank of Connecticut 133
BKCT Bancorp Connecticut Inc. 110
BKUNA BankUnited Financial Corp. 258
BNKU Bank United Corp. 1,593
BPLS Bank Plus Corp. 506
BTHL Bethel Bancorp NA
BVCC Bay View Capital Corp. 640
BWFC Bank West Financial Corp. 66
BYFC Broadway Financial Corp. 51
CAFI Camco Financial Corp. 194
CAPS Capital Savings Bancorp Inc. 80
CASB Cascade Financial Corp. 143
CASH First Midwest Financial Inc. 104
CATB Catskill Financial Corp. 70
CBCI Calumet Bancorp Inc. 135
CBES CBES Bancorp Inc. 55
CBK Citizens First Financial Corp. 100
CBSA Coastal Bancorp Inc. NA
CBSB Charter Financial Inc. 104
CCFH CCF Holding Co. 67
CEBK Central Co-operative Bank NA
CENB Century Bancorp Inc. 11
CENF CENFED Financial Corp. 339
CFB Commercial Federal Corp. 1,569
CFBC Community First Banking Co. 176
CFCP Coastal Financial Corp. 180
CFFC Community Financial Corp. 52
CFNC Carolina Fincorp Inc. 42
CFSB CFSB Bancorp Inc. 240
CFTP Community Federal Bancorp 34
CFX CFX Corp. 976
CIBI Community Investors Bancorp NA
CKFB CKF Bancorp Inc. 9
CLAS Classic Bancshares Inc. NA
CMRN Cameron Financial Corp 57
CMSB Commonwealth Bancorp Inc. 732
</TABLE>
57
<PAGE>
<TABLE>
<CAPTION>
Productivity
---------------
Full Time
Equivalent
Employees
Ticker Short Name Most Recent Qtr
- -------------------------------------- ---------------
<S> <C> <C>
CMSV Community Savings Bnkshrs(MHC) 273
CNIT CENIT Bancorp Inc. NA
CNSB CNS Bancorp Inc. 27
CNY Carver Bancorp Inc. 115
COFI Charter One Financial 4,327
CONE Conestoga Bancorp, Inc. 105
COOP Cooperative Bankshares Inc. 114
CRSB Crusader Holding Corp. NA
CRZY Crazy Woman Creek Bancorp 10
CSBF CSB Financial Group Inc. NA
CTZN CitFed Bancorp Inc. 775
CVAL Chester Valley Bancorp Inc. 107
DCBI Delphos Citizens Bancorp Inc. NA
DIBK Dime Financial Corp. 147
DIME Dime Community Bancorp Inc. 245
DME Dime Bancorp Inc. 6,000
DNFC D & N Financial Corp. 487
DSL Downey Financial Corp. NA
EBI Equality Bancorp Inc. NA
EBSI Eagle Bancshares 546
EFBC Empire Federal Bancorp Inc. 36
EFBI Enterprise Federal Bancorp 38
EGFC Eagle Financial Corp. 406
EGLB Eagle BancGroup Inc. 52
EMLD Emerald Financial Corp. 122
EQSB Equitable Federal Savings Bank NA
ESBK Elmira Savings Bank (The) 111
ESX Essex Bancorp Inc. 95
ETFS East Texas Financial Services 29
FAB FIRSTFED AMERICA BANCORP INC. NA
FBBC First Bell Bancorp Inc. 56
FBCI Fidelity Bancorp Inc. NA
FBCV 1ST Bancorp 90
FBER 1st Bergen Bancorp 55
FBHC Fort Bend Holding Corp. 146
FBNW FirstBank Corp. 91
FBSI First Bancshares Inc. 65
FCB Falmouth Bancorp Inc. 29
FCBF FCB Financial Corp. NA
FCME First Coastal Corp. 68
FDEF First Defiance Financial 155
FED FirstFed Financial Corp. 437
FESX First Essex Bancorp Inc. 274
FFBA First Colorado Bancorp Inc. 367
FFBH First Federal Bancshares of AR 156
FFBI First Financial Bancorp Inc. 37
FFBS FFBS BanCorp Inc. 32
FFBZ First Federal Bancorp Inc. 70
FFCH First Financial Holdings Inc. 571
FFDB FirstFed Bancorp Inc. NA
FFDF FFD Financial Corp. 24
FFED Fidelity Federal Bancorp 107
FFES First Federal of East Hartford 178
FFFC FFVA Financial Corp. 135
FFFD North Central Bancshares Inc. NA
FFFL Fidelity Bankshares Inc. (MHC) NA
FFHH FSF Financial Corp. 91
FFHS First Franklin Corp. 50
FFIC Flushing Financial Corp. NA
FFKY First Federal Financial Corp. 103
FFLC FFLC Bancorp Inc. 131
FFOH Fidelity Financial of Ohio 102
FFPB First Palm Beach Bancorp Inc. 436
FFSL First Independence Corp. 27
</TABLE>
58
<PAGE>
<TABLE>
<CAPTION>
Productivity
---------------
Full Time
Equivalent
Employees
Ticker Short Name Most Recent Qtr
- -------------------------------------- ---------------
<S> <C> <C>
FFSX First Fed SB of Siouxland(MHC) 169
FFWC FFW Corp. 53
FFWD Wood Bancorp Inc. 47
FFYF FFY Financial Corp. 177
FGHC First Georgia Holding Inc. 85
FIBC Financial Bancorp Inc. 56
FISB First Indiana Corp. 625
FKFS First Keystone Financial 74
FKKY Frankfort First Bancorp Inc. 25
FLAG FLAG Financial Corp. 108
FLFC First Liberty Financial Corp. NA
FLGS Flagstar Bancorp Inc. 1,088
FLKY First Lancaster Bancshares 10
FMBD First Mutual Bancorp Inc. 173
FMCO FMS Financial Corp. 281
FMSB First Mutual Savings Bank 125
FNGB First Northern Capital Corp. 216
FOBC Fed One Bancorp 134
FPRY First Financial Bancorp NA
FSBI Fidelity Bancorp Inc. NA
FSFF First SecurityFed Financial 68
FSLA First Savings Bank (MHC) 214
FSNJ Bayonne Bancshares Inc. NA
FSPG First Home Bancorp Inc. 119
FSPT FirstSpartan Financial Corp. 130
FSSB First FS&LA of San Bernardino 51
FSTC First Citizens Corp. NA
FTF Texarkana First Financial Corp 35
FTFC First Federal Capital Corp. 690
FTNB Fulton Bancorp Inc. NA
FTSB Fort Thomas Financial Corp. 20
FWWB First SB of Washington Bancorp NA
GAF GA Financial Inc. 206
GDVS Greater Delaware Valley (MHC) 73
GDW Golden West Financial 4,031
GFCO Glenway Financial Corp. 69
GFED Guaranty Federal Bcshs Inc. 79
GFSB GFS Bancorp Inc. 16
GLMR Gilmer Financial Svcs, Inc. 12
GOSB GSB Financial Corp. 41
GPT GreenPoint Financial Corp. 1,831
GSB Golden State Bancorp Inc. 2,865
GSBC Great Southern Bancorp Inc. 419
GSFC Green Street Financial Corp. 31
GSLA GS Financial Corp. 33
GTPS Great American Bancorp NA
GUPB GFSB Bancorp Inc. NA
HALL Hallmark Capital Corp. 77
HARB Harbor Florida Bancorp (MHC) 336
HARL Harleysville Savings Bank 54
HARS Harris Financial Inc. (MHC) 483
HAVN Haven Bancorp Inc. 593
HBBI Home Building Bancorp 13
HBEI Home Bancorp of Elgin Inc. NA
HBFW Home Bancorp 83
HBNK Highland Bancorp Inc. 110
HBS Haywood Bancshares Inc. 34
HCBB HCB Bancshares Inc. NA
HCBC High Country Bancorp Inc. 37
HCFC Home City Financial Corp. 15
HEMT HF Bancorp Inc. NA
HFBC HopFed Bancorp Inc. 29
HFFB Harrodsburg First Fin Bancorp 15
HFFC HF Financial Corp. 252
</TABLE>
59
<PAGE>
<TABLE>
<CAPTION>
Productivity
---------------
Full Time
Equivalent
Employees
Ticker Short Name Most Recent Qtr
- -------------------------------------- ---------------
<S> <C> <C>
HFGI Harrington Financial Group 68
HFNC HFNC Financial Corp. 125
HFSA Hardin Bancorp Inc. 20
HFWA Heritage Financial Corp. 146
HHFC Harvest Home Financial Corp. NA
HIFS Hingham Instit. for Savings 63
HMLK Hemlock Federal Financial Corp NA
HMNF HMN Financial Inc. 150
HOMF Home Federal Bancorp 252
HPBC Home Port Bancorp Inc. 50
HRBF Harbor Federal Bancorp Inc. 48
HRZB Horizon Financial Corp. 117
HTHR Hawthorne Financial Corp. 196
HWEN Home Financial Bancorp 18
HZFS Horizon Financial Svcs Corp. 27
IBSF IBS Financial Corp. 132
IFSB Independence Federal Svgs Bank NA
INBI Industrial Bancorp Inc. 86
INCB Indiana Community Bank SB NA
IPSW Ipswich Savings Bank 64
ITLA ITLA Capital Corp. NA
IWBK InterWest Bancorp Inc. 627
JOAC Joachim Bancorp Inc. 14
JSB JSB Financial Inc. 354
JSBA Jefferson Savings Bancorp NA
JXSB Jacksonville Savings Bk (MHC) 83
JXVL Jacksonville Bancorp Inc. NA
KFBI Klamath First Bancorp 234
KNK Kankakee Bancorp Inc. 114
KSAV KS Bancorp Inc. 33
KSBK KSB Bancorp Inc. NA
KYF Kentucky First Bancorp Inc. 20
LARK Landmark Bancshares Inc. 49
LARL Laurel Capital Group Inc. 50
LFBI Little Falls Bancorp Inc. 41
LFCO Life Financial Corp. NA
LFED Leeds Federal Bankshares (MHC) 28
LISB Long Island Bancorp Inc. 1,336
LOGN Logansport Financial Corp. 14
LONF London Financial Corp. 10
LSBI LSB Financial Corp. NA
LSBX Lawrence Savings Bank 100
LVSB Lakeview Financial NA
LXMO Lexington B&L Financial Corp. 10
MAFB MAF Bancorp Inc. 855
MARN Marion Capital Holdings 44
MASB MASSBANK Corp. 178
MBB MSB Bancorp Inc. NA
MBBC Monterey Bay Bancorp Inc. 99
MBLF MBLA Financial Corp. 12
MBSP Mitchell Bancorp Inc. 6
MCBN Mid-Coast Bancorp Inc. 25
MDBK Medford Bancorp Inc. 252
MECH MECH Financial Inc. 232
MERI Meritrust Federal SB 96
METF Metropolitan Financial Corp. 281
MFBC MFB Corp. 69
MFFC Milton Federal Financial Corp. 52
MFLR Mayflower Co-operative Bank 48
MFSL Maryland Federal Bancorp 280
MIFC Mid-Iowa Financial Corp. 37
MIVI Mississippi View Holding Co. 21
MONT Montgomery Financial Corp. 31
MRKF Market Financial Corp. 9
</TABLE>
60
<PAGE>
<TABLE>
<CAPTION>
Productivity
---------------
Full Time
Equivalent
Employees
Ticker Short Name Most Recent Qtr
- -------------------------------------- ---------------
<S> <C> <C>
MSBF MSB Financial Inc. 19
MSBK Mutual Savings Bank FSB NA
MWBI Midwest Bancshares Inc. 42
MWBX MetroWest Bank 175
MWFD Midwest Federal Financial NA
MYST Mystic Financial Inc. NA
NASB North American Savings Bank 247
NBN Northeast Bancorp 123
NBSI North Bancshares Inc. 39
NEIB Northeast Indiana Bancorp 40
NHTB New Hampshire Thrift Bncshrs 113
NMSB NewMil Bancorp Inc. 134
NSLB NS&L Bancorp Inc. 24
NSSY NSS Bancorp Inc. NA
NTBK Net.B@nk Inc. NA
NTMG Nutmeg Federal S&LA NA
NWEQ Northwest Equity Corp. 36
NWSB Northwest Bancorp Inc. (MHC) 831
NYB New York Bancorp Inc. 520
OCFC Ocean Financial Corp. 235
OCN Ocwen Financial Corp. NA
OFCP Ottawa Financial Corp. 252
OHSL OHSL Financial Corp. 60
OSFS Ohio State Financial Services 14
OTFC Oregon Trail Financial Corp. NA
PBCI Pamrapo Bancorp Inc. 95
PBCT People's Bank (MHC) NA
PBHC Pathfinder Bancorp Inc. (MHC) NA
PBKB People's Bancshares Inc. NA
PCBC Perry County Financial Corp. NA
PDB Piedmont Bancorp Inc. 27
PEDE Great Pee Dee Bancorp NA
PEEK Peekskill Financial Corp. 25
PERM Permanent Bancorp Inc. 128
PERT Perpetual Bank (MHC) NA
PFDC Peoples Bancorp 80
PFED Park Bancorp Inc. 44
PFFB PFF Bancorp Inc. 509
PFFC Peoples Financial Corp. 19
PFNC Progress Financial Corp. 200
PFSB PennFed Financial Services Inc 203
PFSL Pocahontas FS&LA (MHC) 60
PHBK Peoples Heritage Finl Group 2,560
PHFC Pittsburgh Home Financial Corp 64
PHSB Peoples Home Savings Bk (MHC) NA
PKPS Poughkeepsie Financial Corp. 261
PLSK Pulaski Savings Bank (MHC) 43
PMFI Perpetual Midwest Financial 100
PRBC Prestige Bancorp Inc. 41
PROV Provident Financial Holdings NA
PSBK Progressive Bank Inc. 265
PSFC Peoples-Sidney Financial Corp. 17
PSFI PS Financial Inc. 15
PTRS Potters Financial Corp. 45
PULB Pulaski Bank, Svgs Bank (MHC) NA
PULS Pulse Bancorp 61
PVFC PVF Capital Corp. NA
PVSA Parkvale Financial Corp. 230
PWBC PennFirst Bancorp Inc. 133
PWBK Pennwood Bancorp Inc. 11
QCBC Quaker City Bancorp Inc. 140
QCFB QCF Bancorp Inc. NA
QCSB Queens County Bancorp Inc. 279
RARB Raritan Bancorp Inc. 90
</TABLE>
61
<PAGE>
<TABLE>
<CAPTION>
Productivity
---------------
Full Time
Equivalent
Employees
Ticker Short Name Most Recent Qtr
- -------------------------------------- ---------------
<S> <C> <C>
RCBK Richmond County Financial Corp NA
REDF RedFed Bancorp Inc. 273
RELI Reliance Bancshares Inc. NA
RELY Reliance Bancorp Inc. 423
RIVR River Valley Bancorp 62
ROSE TR Financial Corp. 435
RSLN Roslyn Bancorp Inc. NA
RVSB Riverview Bancorp Inc. 91
SBFL SB of the Finger Lakes (MHC) 74
SBOS Boston Bancorp (The) NA
SCBS Southern Community Bancshares NA
SCCB S. Carolina Community Bancshrs NA
SFED SFS Bancorp Inc. 60
SFFC StateFed Financial Corp. NA
SFIN Statewide Financial Corp. 213
SFSB SuburbFed Financial Corp. 169
SFSL Security First Corp. 155
SGVB SGV Bancorp Inc. 94
SHEN First Shenango Bancorp Inc. 101
SHSB SHS Bancorp Inc. 24
SIB Staten Island Bancorp Inc. 563
SISB SIS Bancorp Inc. 622
SKAN Skaneateles Bancorp Inc. 119
SKBO First Carnegie Deposit (MHC) 19
SMBC Southern Missouri Bancorp Inc. 54
SOBI Sobieski Bancorp Inc. 24
SOPN First Savings Bancorp Inc. 42
SOSA Somerset Savings Bank 145
SPBC St. Paul Bancorp Inc. 1,079
SRN Southern Banc Co. NA
SSB Scotland Bancorp Inc. 13
SSFC South Street Financial Corp. 37
SSM Stone Street Bancorp Inc. 18
STFR St. Francis Capital Corp. 376
STSA Sterling Financial Corp. 510
SVRN Sovereign Bancorp Inc. 2,170
SWBI Southwest Bancshares 93
SWCB Sandwich Bancorp Inc. 158
SZB SouthFirst Bancshares Inc. NA
THR Three Rivers Financial Corp. NA
THRD TF Financial Corp. 155
TPNZ Tappan Zee Financial Inc. 14
TRIC Tri-County Bancorp Inc. 19
TSBK Timberland Bancorp Inc. NA
TSBS Peoples Bancorp Inc. (MHC) 151
TSH Teche Holding Co. 165
TWIN Twin City Bancorp 53
UBMT United Financial Corp. 27
UCBC Union Community Bancorp 10
UFRM United Federal Savings Bank 142
USAB USABancshares, Inc. 11
UTBI United Tennessee Bankshares NA
VABF Virginia Beach Fed. Financial 192
WAMU Washington Mutual Inc. NA
WAYN Wayne Savings Bancshares (MHC) 98
WBST Webster Financial Corp. 1,286
WCBI Westco Bancorp 55
WCFB Webster City Federal SB (MHC) 21
WEFC Wells Financial Corp. NA
WEHO Westwood Homestead Fin. Corp. 20
WES Westcorp NA
WFI Winton Financial Corp. NA
WFSL Washington Federal Inc. 660
WHGB WHG Bancshares Corp. NA
</TABLE>
62
<PAGE>
<TABLE>
<CAPTION>
Productivity
---------------
Full Time
Equivalent
Employees
Ticker Short Name Most Recent Qtr
- -------------------------------------- ---------------
<S> <C> <C>
WOFC Western Ohio Financial Corp. 103
WRNB Warren Bancorp Inc. 137
WSB Washington Savings Bank, FSB NA
WSBI Warwick Community Bancorp NA
WSFS WSFS Financial Corp. 301
WSTR WesterFed Financial Corp. 367
WVFC WVS Financial Corp. 59
WYNE Wayne Bancorp Inc. 56
YFCB Yonkers Financial Corp. 68
YFED York Financial Corp. 389
---------------
Average 299
</TABLE>
63
<PAGE>
<TABLE>
<CAPTION>
Productivity
---------------
Full Time
Equivalent
Employees
Ticker Short Name Most Recent Qtr
- -------------------------------------- ---------------
Comparable Thrift Data
<S> <C> <C>
CNY Carver Bancorp Inc. 115
ESBK Elmira Savings Bank (The) 111
FIBC Financial Bancorp Inc. 56
FKFS First Keystone Financial 74
HRBF Harbor Federal Bancorp Inc. 48
IFSB Independence Federal Svgs Bank NA
PBCI Pamrapo Bancorp Inc. 95
PHFC Pittsburgh Home Financial Corp 64
SKAN Skaneateles Bancorp Inc. 119
WYNE Wayne Bancorp Inc. 56
---------------
Average 82.00
Median 74.00
Maximum 119.00
Minimum 48.00
</TABLE>
64
<PAGE>
<TABLE>
<CAPTION>
Income
------------------------------------------------------------------------------
Net Income Core Income Core EPS EPS Net Income Core Income Core EPS EPS
Ticker Short Name LTM LTM LTM LTM MRQ MRQ MRQ MRQ
- -------------------------------------- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
%CAL California Federal Bank 233,058 209,082 NA NA 87,873 74,987 NA NA
%CCMD Chevy Chase Bank, FSB 47,452 (11,847) NA NA 16,605 (7,804) NA NA
AABC Access Anytime Bancorp Inc. 1,533 1,420 1.12 1.25 1,319 1,288 1.05 1.08
AADV Advantage Bancorp Inc. 11,539 10,166 2.96 3.37 3,304 2,739 0.81 0.98
ABBK Abington Bancorp Inc. 4,378 3,874 0.97 1.10 1,103 921 0.23 0.28
ABCL Alliance Bancorp Inc. 10,249 11,102 1.39 1.28 2,844 2,659 0.31 0.33
ABCW Anchor BanCorp Wisconsin 19,934 18,371 1.91 2.07 5,657 5,070 0.52 0.58
AFBC Advance Financial Bancorp 914 873 NA NA 216 199 0.19 0.21
AFCB Affiliated Community Bancorp 11,856 11,468 1.72 1.78 3,028 2,758 0.41 0.45
AFED AFSALA Bancorp Inc. 1,231 1,189 0.93 0.93 311 311 0.24 0.24
AHCI Ambanc Holding Co. (2,644) (2,964) 0.29 0.37 736 523 0.14 0.19
AHM H.F. Ahmanson & Co. 413,782 367,894 3.16 3.59 99,494 97,257 0.87 0.89
ALBC Albion Banc Corp. 328 323 0.43 0.44 93 93 0.12 0.12
ALBK ALBANK Financial Corp. 43,424 43,072 3.14 3.17 15,288 15,145 1.10 1.11
AMFC AMB Financial Corp. 1,023 657 0.71 1.10 253 144 0.16 0.28
ANA Acadiana Bancshares Inc. 2,612 2,530 1.04 1.07 694 648 0.27 0.29
ANDB Andover Bancorp Inc. 13,206 12,932 2.44 2.49 3,468 3,355 0.63 0.65
ANE Alliance Bncp of New England 2,017 1,392 0.85 1.23 563 222 0.13 0.33
ASBI Ameriana Bancorp 3,656 3,322 1.02 1.12 994 913 0.28 0.31
ASBP ASB Financial Corp. 1,030 1,021 0.64 0.64 254 251 0.16 0.16
ASFC Astoria Financial Corp. 68,464 63,885 2.83 3.04 20,931 19,404 0.68 0.74
ATSB AmTrust Capital Corp. 288 125 0.25 0.57 64 (4) (0.01) 0.13
AVND Avondale Financial Corp. (12,482) (11,208) (3.22) (3.59) 2,130 (197) (0.06) 0.62
BANC BankAtlantic Bancorp Inc. 27,769 14,516 0.51 0.98 8,178 3,170 0.10 0.27
BDJI First Federal Bancorp. 731 690 0.86 0.86 214 214 0.26 0.26
BFD BostonFed Bancorp Inc. 7,055 6,331 1.11 1.24 1,735 1,481 0.26 0.31
BFFC Big Foot Financial Corp. NA NA NA NA 453 304 0.13 0.20
BFSB Bedford Bancshares Inc. 1,618 1,609 1.42 1.42 384 382 0.33 0.33
BKC American Bank of Connecticut 7,940 6,882 2.94 3.39 2,104 1,622 0.69 0.89
BKCT Bancorp Connecticut Inc. 5,896 5,256 0.96 1.08 1,481 1,299 0.24 0.27
BKUNA BankUnited Financial Corp. 7,975 6,712 0.43 0.53 1,975 1,250 0.07 0.12
BNKU Bank United Corp. 79,738 69,990 2.18 2.48 20,430 19,948 0.62 0.63
BPLS Bank Plus Corp. 12,653 14,038 0.73 0.66 1,780 4,860 0.25 0.09
BTHL Bethel Bancorp 1,435 1,141 0.74 0.96 302 263 0.16 0.19
BVCC Bay View Capital Corp. 14,021 19,137 1.45 1.06 1,191 4,639 0.35 0.09
BWFC Bank West Financial Corp. 1,121 839 0.33 0.45 (60) 204 0.07 (0.02)
BYFC Broadway Financial Corp. 351 370 0.43 0.39 102 29 0.02 0.11
CAFI Camco Financial Corp. 5,626 4,585 1.39 1.71 1,286 838 0.26 0.40
CAPS Capital Savings Bancorp Inc. 2,367 2,262 1.17 1.23 627 567 0.29 0.32
CASB Cascade Financial Corp. 2,529 2,198 0.74 0.76 773 683 0.19 0.21
CASH First Midwest Financial Inc. 3,679 3,446 1.22 1.31 989 915 0.33 0.36
CATB Catskill Financial Corp. 3,799 3,764 0.85 0.85 958 946 0.22 0.22
CBCI Calumet Bancorp Inc. 7,987 8,028 2.30 2.29 2,475 2,625 0.76 0.72
CBES CBES Bancorp Inc. 1,118 976 1.03 1.18 211 152 0.16 0.22
CBK Citizens First Financial Corp. 1,889 1,275 0.50 0.74 665 173 0.07 0.27
CBSA Coastal Bancorp Inc. 11,563 11,492 2.24 2.25 2,789 2,789 0.54 0.54
CBSB Charter Financial Inc. 5,268 4,390 0.97 1.23 990 923 0.21 0.23
CCFH CCF Holding Co. 131 (140) (0.20) 0.15 (6) (29) (0.05) (0.01)
CEBK Central Co-operative Bank 2,796 2,764 1.31 1.43 663 662 0.34 0.34
CENB Century Bancorp Inc. 1,628 1,633 4.34 4.33 350 350 0.93 0.93
CENF CENFED Financial Corp. 14,360 12,929 2.18 2.42 4,300 4,099 0.69 0.72
CFB Commercial Federal Corp. 68,105 66,785 2.04 2.07 17,760 16,991 0.52 0.54
CFBC Community First Banking Co. 1,944 1,837 NA NA 916 916 NA NA
CFCP Coastal Financial Corp. 6,140 5,153 1.05 1.26 1,627 1,243 0.25 0.33
CFFC Community Financial Corp. 1,915 1,923 1.50 1.50 329 330 0.26 0.26
CFNC Carolina Fincorp Inc. 1,361 1,303 0.73 0.76 330 316 0.18 0.19
CFSB CFSB Bancorp Inc. 10,673 9,945 1.25 1.34 2,769 2,532 0.32 0.35
CFTP Community Federal Bancorp 2,813 2,819 0.64 0.64 660 665 0.15 0.15
CFX CFX Corp. 18,934 25,992 1.07 0.78 3,944 6,833 0.28 0.16
CIBI Community Investors Bancorp 923 923 1.06 1.06 212 212 0.25 0.25
CKFB CKF Bancorp Inc. 1,117 843 0.97 1.29 214 214 0.26 0.26
CLAS Classic Bancshares Inc. 1,089 819 0.70 0.89 281 275 0.23 0.23
CMRN Cameron Financial Corp 2,401 2,500 0.96 0.96 535 523 0.22 0.22
CMSB Commonwealth Bancorp Inc. 16,369 11,209 0.70 1.02 4,018 2,578 0.17 0.26
</TABLE>
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Net Income Core Income Core EPS EPS Net Income Core Income Core EPS EPS
Ticker Short Name LTM LTM LTM LTM MRQ MRQ MRQ MRQ
- -------------------------------------- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CMSV Community Savings Bnkshrs(MHC) 5,443 5,010 0.99 1.08 1,549 1,151 0.23 0.31
CNIT CENIT Bancorp Inc. 5,610 5,468 3.22 3.30 1,709 1,596 0.95 1.02
CNSB CNS Bancorp Inc. 776 783 0.52 0.51 192 192 0.13 0.13
CNY Carver Bancorp Inc. (460) 867 0.34 (0.21) 301 179 0.08 0.14
COFI Charter One Financial 148,409 206,040 3.18 2.29 (12,035) 47,286 0.76 (0.19)
CONE Conestoga Bancorp, Inc. 3,210 2,607 0.58 0.71 742 334 0.07 0.16
COOP Cooperative Bankshares Inc. 2,234 2,201 0.69 0.70 581 556 0.17 0.18
CRSB Crusader Holding Corp. NA NA NA NA 665 597 0.28 0.31
CRZY Crazy Woman Creek Bancorp 719 728 0.79 0.78 190 192 0.21 0.21
CSBF CSB Financial Group Inc. 234 60,942 0.25 0.27 97 92 0.11 0.12
CTZN CitFed Bancorp Inc. 27,332 210 2.03 2.03 7,435 7,373 0.55 0.55
CVAL Chester Valley Bancorp Inc. 3,153 27,274 1.36 1.44 831 781 0.36 0.38
DCBI Delphos Citizens Bancorp Inc. 1,729 2,990 0.95 0.95 400 400 0.22 0.22
DIBK Dime Financial Corp. 16,748 1,813 3.14 3.16 4,429 4,407 0.83 0.83
DIME Dime Community Bancorp Inc. 11,878 16,621 0.89 0.94 2,887 2,801 0.23 0.24
DME Dime Bancorp Inc. 121,714 11,313 1.12 1.12 21,499 26,613 0.22 0.18
DNFC D & N Financial Corp. 14,325 121,806 1.37 1.53 3,730 3,167 0.34 0.40
DSL Downey Financial Corp. 45,234 12,851 1.63 1.69 14,037 13,743 0.52 0.53
EBI Equality Bancorp Inc. 1,154 43,495 NA NA 364 128 NA NA
EBSI Eagle Bancshares 5,288 171 1.09 0.90 1,764 1,761 0.30 0.30
EFBC Empire Federal Bancorp Inc. NA 6,165 NA NA 408 408 0.17 0.17
EFBI Enterprise Federal Bancorp 2,195 NA 1.00 1.12 516 501 0.24 0.25
EGFC Eagle Financial Corp. 7,889 1,981 1.73 1.35 4,898 4,841 0.73 0.74
EGLB Eagle BancGroup Inc. 509 10,102 0.31 0.43 109 55 0.05 0.09
EMLD Emerald Financial Corp. 6,141 363 1.12 1.18 1,592 1,456 0.27 0.30
EQSB Equitable Federal Savings Bank 2,306 3,559 1.78 1.80 568 556 0.43 0.44
ESBK Elmira Savings Bank (The) 946 5,832 1.05 1.30 331 174 0.24 0.46
ESX Essex Bancorp Inc. 214 2,232 (1.19) (1.21) (491) (491) (0.85) (0.85)
ETFS East Texas Financial Services 728 766 0.70 0.75 144 130 0.14 0.15
FAB FIRSTFED AMERICA BANCORP INC. 1,718 45 NA NA 1,933 1,497 0.19 0.24
FBBC First Bell Bancorp Inc. 7,575 675 1.20 1.23 1,818 1,818 0.31 0.31
FBCI Fidelity Bancorp Inc. 1,068 5,451 1.07 0.36 977 963 0.34 0.34
FBCV 1ST Bancorp 1,968 7,413 1.18 1.80 437 358 0.33 0.40
FBER 1st Bergen Bancorp 2,026 3,017 0.73 0.73 490 490 0.18 0.18
FBHC Fort Bend Holding Corp. 2,045 1,300 0.69 0.97 492 292 0.14 0.23
FBNW FirstBank Corp. 1,391 2,026 NA NA 458 259 0.14 0.25
FBSI First Bancshares Inc. 1,870 1,441 0.83 0.87 493 495 0.23 0.23
FCB Falmouth Bancorp Inc. 910 862 0.56 0.67 348 284 0.20 0.25
FCBF FCB Financial Corp. 4,813 1,799 1.43 1.39 1,718 1,596 0.42 0.45
FCME First Coastal Corp. 6,138 774 4.31 4.48 334 263 0.19 0.24
FDEF First Defiance Financial 5,407 3,992 0.60 0.62 945 927 0.11 0.11
FED FirstFed Financial Corp. 23,100 5,903 2.11 2.15 6,613 6,238 0.58 0.61
FESX First Essex Bancorp Inc. 9,713 5,263 1.12 1.25 2,390 2,371 0.30 0.30
FFBA First Colorado Bancorp Inc. 19,914 22,676 1.16 1.22 5,894 5,028 0.31 0.36
FFBH First Federal Bancshares of AR 5,551 8,714 1.15 1.21 1,311 1,311 0.29 0.29
FFBI First Financial Bancorp Inc. (64) 18,932 0.91 (0.12) 119 91 0.22 0.29
FFBS FFBS BanCorp Inc. 1,824 5,295 1.20 1.20 451 451 0.30 0.30
FFBZ First Federal Bancorp Inc. 1,922 384 1.05 1.10 373 357 0.20 0.21
FFCH First Financial Holdings Inc. 14,845 1,824 2.17 2.23 3,872 3,876 0.55 0.55
FFDB FirstFed Bancorp Inc. 1,705 1,822 1.38 1.38 413 413 0.34 0.34
FFDF FFD Financial Corp. 1,607 14,519 0.56 1.19 164 164 0.12 0.12
FFED Fidelity Federal Bancorp 1,760 1,783 0.61 0.64 408 329 0.10 0.13
FFES First Federal of East Hartford 5,575 838 2.23 2.02 1,585 1,621 0.58 0.57
FFFC FFVA Financial Corp. 6,436 1,652 1.62 1.37 530 1,890 0.39 0.11
FFFD North Central Bancshares Inc. 3,917 6,155 1.16 1.21 1,096 934 0.29 0.34
FFFL Fidelity Bankshares Inc. (MHC) 6,313 7,598 0.80 0.94 2,010 1,493 0.22 0.30
FFHH FSF Financial Corp. 3,148 3,755 1.10 1.10 746 736 0.26 0.26
FFHS First Franklin Corp. 1,248 5,362 1.21 1.02 409 373 0.30 0.33
FFIC Flushing Financial Corp. 8,531 3,110 1.13 1.18 2,325 2,174 0.30 0.32
FFKY First Federal Financial Corp. 6,156 1,476 1.46 1.48 1,452 1,452 0.35 0.35
FFLC FFLC Bancorp Inc. 3,754 8,204 0.91 0.96 953 953 0.25 0.25
FFOH Fidelity Financial of Ohio 4,876 6,080 0.85 0.89 1,231 1,141 0.21 0.23
FFPB First Palm Beach Bancorp Inc. 9,397 3,551 1.42 1.85 2,314 1,356 0.26 0.45
FFSL First Independence Corp. 726 4,679 0.72 0.72 180 180 0.18 0.18
</TABLE>
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Net Income Core Income Core EPS EPS Net Income Core Income Core EPS EPS
Ticker Short Name LTM LTM LTM LTM MRQ MRQ MRQ MRQ
- -------------------------------------- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FFSX First Fed SB of Siouxland(MHC) 3,383 7,279 1.15 1.19 817 790 0.27 0.28
FFWC FFW Corp. 1,787 726 1.24 1.26 479 462 0.33 0.34
FFWD Wood Bancorp Inc. 2,358 3,266 0.76 0.85 579 502 0.18 0.21
FFYF FFY Financial Corp. 7,761 1,702 1.93 1.95 1,940 1,906 0.49 0.50
FGHC First Georgia Holding Inc. 1,755 2,125 0.45 0.54 465 465 0.15 0.15
FIBC Financial Bancorp Inc. 2,611 7,664 1.68 1.57 700 700 0.42 0.42
FISB First Indiana Corp. 17,744 1,473 1.10 1.36 4,986 3,673 0.28 0.38
FKFS First Keystone Financial 2,694 2,783 1.06 1.19 672 589 0.25 0.29
FKKY Frankfort First Bancorp Inc. 233 14,397 0.60 0.14 381 381 0.24 0.24
FLAG FLAG Financial Corp. 2,049 2,433 0.80 1.00 502 405 0.20 0.25
FLFC First Liberty Financial Corp. 9,556 948 1.26 1.23 3,624 2,776 0.35 0.46
FLGS Flagstar Bancorp Inc. 21,539 1,632 1.75 1.75 6,194 6,194 0.45 0.45
FLKY First Lancaster Bancshares 504 9,920 0.55 0.55 111 111 0.12 0.12
FMBD First Mutual Bancorp Inc. 986 21,539 0.26 0.31 198 130 0.04 0.06
FMCO FMS Financial Corp. 5,581 504 2.27 2.28 1,394 1,389 0.57 0.57
FMSB First Mutual Savings Bank 4,519 820 1.05 1.07 1,168 1,194 0.28 0.27
FNGB First Northern Capital Corp. 6,036 5,540 0.63 0.66 1,606 1,502 0.17 0.18
FOBC Fed One Bancorp 3,242 4,428 1.35 1.36 800 791 0.34 0.34
FPRY First Financial Bancorp 1,313 5,745 1.09 1.45 257 141 0.15 0.28
FSBI Fidelity Bancorp Inc. 2,764 3,214 1.68 1.72 668 661 0.41 0.41
FSFF First SecurityFed Financial NA 985 NA NA 861 849 NA NA
FSLA First Savings Bank (MHC) 9,295 2,705 1.22 1.16 2,535 2,535 0.31 0.31
FSNJ Bayonne Bancshares Inc. 2,698 NA NA NA 1,135 1,135 0.13 0.13
FSPG First Home Bancorp Inc. 4,718 9,501 1.68 1.72 1,152 1,123 0.41 0.42
FSPT FirstSpartan Financial Corp. 5,909 3,172 NA NA 1,759 1,759 0.43 0.43
FSSB First FS&LA of San Bernardino (1,202) 4,603 (3.67) (3.67) (32) (32) (0.10) (0.10)
FSTC First Citizens Corp. 6,149 5,906 1.88 2.08 1,361 1,219 0.41 0.46
FTF Texarkana First Financial Corp 3,021 (1,205) 1.74 1.77 756 712 0.41 0.44
FTFC First Federal Capital Corp. 17,390 5,321 1.40 1.77 4,733 3,332 0.34 0.48
FTNB Fulton Bancorp Inc. 1,286 2,963 0.62 0.76 323 241 0.15 0.20
FTSB Fort Thomas Financial Corp. 1,185 13,718 0.82 0.82 306 306 0.21 0.21
FWWB First SB of Washington Bancorp 12,759 1,080 1.25 1.32 3,205 2,939 0.31 0.34
GAF GA Financial Inc. 8,317 1,185 1.09 1.15 2,276 1,964 0.28 0.32
GDVS Greater Delaware Valley (MHC) 2,037 11,919 0.62 0.62 410 410 0.13 0.13
GDW Golden West Financial 354,138 7,859 6.04 6.13 93,480 92,161 1.60 1.62
GFCO Glenway Financial Corp. 2,402 8,517 1.04 1.04 651 651 0.27 0.27
GFED Guaranty Federal Bcshs Inc. 2,070 2,037 NA NA 595 583 NA NA
GFSB GFS Bancorp Inc. 1,172 348,810 1.08 1.14 286 226 0.21 0.27
GLMR Gilmer Financial Svcs, Inc. 23 2,402 0.68 0.12 (54) (57) (0.32) (0.30)
GOSB GSB Financial Corp. 756 1,880 NA NA 295 242 0.11 0.14
GPT GreenPoint Financial Corp. 147,648 1,114 3.60 3.72 36,755 36,267 0.97 0.98
GSB Golden State Bancorp Inc. 104,614 130 1.80 1.50 28,911 34,108 0.49 0.41
GSBC Great Southern Bancorp Inc. 13,419 782 1.51 1.63 3,620 3,181 0.39 0.44
GSFC Green Street Financial Corp. 2,826 142,737 0.68 0.68 689 689 0.17 0.17
GSLA GS Financial Corp. 1,396 123,100 NA NA 529 529 0.17 0.17
GTPS Great American Bancorp 873 11,980 0.49 0.49 261 261 0.15 0.15
GUPB GFSB Bancorp Inc. 866 2,826 1.09 1.09 232 231 0.30 0.30
HALL Hallmark Capital Corp. 2,761 1,404 0.93 0.95 714 707 0.24 0.24
HARB Harbor Florida Bancorp (MHC) 14,322 872 2.75 2.85 4,095 3,628 0.72 0.81
HARL Harleysville Savings Bank 3,435 778 2.01 2.01 820 820 0.48 0.48
HARS Harris Financial Inc. (MHC) 17,771 2,560 0.37 0.52 2,739 2,129 0.06 0.08
HAVN Haven Bancorp Inc. 11,083 13,797 1.25 1.24 3,027 3,015 0.34 0.34
HBBI Home Building Bancorp 329 3,442 1.09 1.14 69 64 0.22 0.24
HBEI Home Bancorp of Elgin Inc. 2,843 13,484 0.42 0.44 612 612 0.10 0.10
HBFW Home Bancorp 2,907 11,184 1.21 1.22 665 641 0.27 0.28
HBNK Highland Bancorp Inc. 6,123 318 2.00 2.58 1,740 1,667 0.69 0.72
HBS Haywood Bancshares Inc. 1,953 2,725 1.56 1.56 827 827 0.66 0.66
HCBB HCB Bancshares Inc. 579 2,883 NA NA 171 163 0.07 0.07
HCBC High Country Bancorp Inc. 44 4,737 NA NA NA NA NA NA
HCFC Home City Financial Corp. NA 1,953 NA NA 243 243 0.29 0.29
HEMT HF Bancorp Inc. 350 NA 0.36 0.04 727 695 0.11 0.11
HFBC HopFed Bancorp Inc. 1,575 273 NA NA 477 477 NA NA
HFFB Harrodsburg First Fin Bancorp 1,475 842 0.79 0.79 360 360 0.20 0.20
HFFC HF Financial Corp. 6,092 2,190 1.84 1.98 1,622 1,573 0.53 0.55
</TABLE>
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Net Income Core Income Core EPS EPS Net Income Core Income Core EPS EPS
Ticker Short Name LTM LTM LTM LTM MRQ MRQ MRQ MRQ
- -------------------------------------- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HFGI Harrington Financial Group 988 1,575 0.31 0.31 (609) (25) (0.01) (0.19)
HFNC HFNC Financial Corp. 10,768 1,475 0.53 0.67 2,792 1,822 0.11 0.17
HFSA Hardin Bancorp Inc. 814 5,671 0.92 1.00 220 195 0.25 0.28
HFWA Heritage Financial Corp. NA 1,022 NA NA 646 282 NA NA
HHFC Harvest Home Financial Corp. 594 8,329 0.66 0.66 124 120 0.14 0.14
HIFS Hingham Instit. for Savings 2,659 746 2.00 2.00 681 681 0.51 0.51
HMLK Hemlock Federal Financial Corp 944 1,483 NA NA 416 416 0.22 0.22
HMNF HMN Financial Inc. 5,579 622 1.13 1.41 1,248 915 0.23 0.31
HOMF Home Federal Bancorp 9,397 2,659 1.56 1.77 2,687 2,164 0.39 0.49
HPBC Home Port Bancorp Inc. 3,297 1,225 1.75 1.79 874 831 0.45 0.47
HRBF Harbor Federal Bancorp Inc. 1,627 1,594 0.95 0.99 414 352 0.21 0.25
HRZB Horizon Financial Corp. 8,140 4,462 1.10 1.11 2,074 2,151 0.29 0.28
HTHR Hawthorne Financial Corp. 9,126 8,299 1.25 1.32 3,214 3,217 0.47 0.47
HWEN Home Financial Bancorp 335 3,226 0.29 0.38 79 46 0.06 0.10
HZFS Horizon Financial Svcs Corp. 709 1,565 0.67 0.84 214 158 0.18 0.25
IBSF IBS Financial Corp. 5,793 8,019 0.54 0.54 1,540 1,540 0.14 0.14
IFSB Independence Federal Svgs Bank 1,393 8,865 0.46 1.09 211 91 0.07 0.16
INBI Industrial Bancorp Inc. 5,113 299 1.03 1.03 1,380 1,380 0.28 0.28
INCB Indiana Community Bank SB 488 568 0.52 0.52 140 140 0.15 0.15
IPSW Ipswich Savings Bank 2,212 5,793 0.72 0.88 616 491 0.19 0.24
ITLA ITLA Capital Corp. 12,477 590 1.57 1.57 3,369 3,369 0.42 0.42
IWBK InterWest Bancorp Inc. 20,507 5,113 2.18 2.51 5,161 4,042 0.49 0.63
JOAC Joachim Bancorp Inc. 264 487 0.36 0.36 60 60 0.09 0.09
JSB JSB Financial Inc. 29,398 1,813 2.55 2.86 8,554 6,677 0.64 0.82
JSBA Jefferson Savings Bancorp 9,697 12,477 1.05 1.09 2,359 2,217 0.23 0.25
JXSB Jacksonville Savings Bk (MHC) 976 17,859 0.40 0.50 184 109 0.06 0.10
JXVL Jacksonville Bancorp Inc. 3,371 264 1.36 1.36 783 783 0.32 0.32
KFBI Klamath First Bancorp 8,791 26,164 0.93 0.93 2,146 2,146 0.22 0.22
KNK Kankakee Bancorp Inc. 3,012 9,416 1.96 2.00 747 711 0.48 0.50
KSAV KS Bancorp Inc. 1,221 852 1.30 1.30 252 252 0.27 0.27
KSBK KSB Bancorp Inc. 1,549 3,371 1.26 1.30 424 404 0.34 0.36
KYF Kentucky First Bancorp Inc. 993 8,566 0.77 0.78 207 204 0.16 0.16
LARK Landmark Bancshares Inc. 2,458 2,952 1.26 1.37 596 560 0.33 0.35
LARL Laurel Capital Group Inc. 2,925 1,221 1.27 1.27 672 723 0.31 0.29
LFBI Little Falls Bancorp Inc. 1,728 1,501 0.60 0.67 457 457 0.18 0.18
LFCO Life Financial Corp. 12,700 983 2.60 2.49 5,005 5,568 0.81 0.73
LFED Leeds Federal Bankshares (MHC) 3,429 2,234 0.66 0.66 819 819 0.16 0.16
LISB Long Island Bancorp Inc. 50,668 2,933 1.79 2.16 13,182 10,466 0.45 0.57
LOGN Logansport Financial Corp. 1,232 1,557 0.96 0.95 360 367 0.30 0.29
LONF London Financial Corp. 411 13,263 0.80 0.86 121 117 0.24 0.25
LSBI LSB Financial Corp. 1,566 3,338 1.59 1.77 434 385 0.43 0.49
LSBX Lawrence Savings Bank 8,112 12,342 1.80 1.82 3,804 3,757 0.83 0.84
LVSB Lakeview Financial 6,981 41,890 0.88 1.40 1,266 1,274 0.26 0.26
LXMO Lexington B&L Financial Corp. 746 1,249 0.70 0.70 164 161 0.17 0.17
MAFB MAF Bancorp Inc. 37,948 381 2.35 2.38 9,256 8,980 0.57 0.59
MARN Marion Capital Holdings 2,812 1,408 1.52 1.52 503 503 0.28 0.28
MASB MASSBANK Corp. 10,167 8,029 2.56 2.77 2,656 2,371 0.64 0.72
MBB MSB Bancorp Inc. 4,337 4,373 1.12 1.12 1,230 1,183 0.31 0.33
MBBC Monterey Bay Bancorp Inc. 1,766 743 0.51 0.56 409 376 0.12 0.13
MBLF MBLA Financial Corp. 1,792 37,405 1.35 1.33 474 465 0.35 0.36
MBSP Mitchell Bancorp Inc. 523 2,812 0.60 0.60 109 109 0.13 0.13
MCBN Mid-Coast Bancorp Inc. 456 9,412 1.84 1.96 129 116 0.49 0.55
MDBK Medford Bancorp Inc. 11,390 4,347 2.30 2.39 2,757 3,028 0.64 0.58
MECH MECH Financial Inc. 13,076 1,717 2.46 2.49 2,003 1,852 0.35 0.38
MERI Meritrust Federal SB 2,716 1,821 3.32 3.32 652 652 0.79 0.79
METF Metropolitan Financial Corp. 5,803 523 0.77 0.82 1,810 1,712 0.25 0.26
MFBC MFB Corp. 2,028 423 1.18 1.19 502 486 0.29 0.30
MFFC Milton Federal Financial Corp. 1,275 4,274 0.56 0.58 291 291 0.13 0.13
MFLR Mayflower Co-operative Bank 1,399 10,981 1.41 1.57 403 334 0.37 0.45
MFSL Maryland Federal Bancorp 9,523 12,906 1.37 1.45 2,526 2,350 0.35 0.38
MIFC Mid-Iowa Financial Corp. 1,528 2,716 0.80 0.88 351 351 0.20 0.20
MIVI Mississippi View Holding Co. 744 5,426 0.94 0.95 177 175 0.24 0.24
MONT Montgomery Financial Corp. 721 2,011 NA NA 200 200 0.13 0.13
MRKF Market Financial Corp. 575 1,221 NA NA 147 147 0.12 0.12
</TABLE>
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Net Income Core Income Core EPS EPS Net Income Core Income Core EPS EPS
Ticker Short Name LTM LTM LTM LTM MRQ MRQ MRQ MRQ
- -------------------------------------- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MSBF MSB Financial Inc. 1,123 1,162 0.84 0.91 308 263 0.21 0.25
MSBK Mutual Savings Bank FSB 495 9,085 0.02 0.12 145 (4) -- 0.03
MWBI Midwest Bancshares Inc. 1,265 1,384 1.01 1.14 311 286 0.26 0.28
MWBX MetroWest Bank 7,555 732 0.53 0.53 1,899 1,892 0.13 0.13
MWFD Midwest Federal Financial 2,930 10,232 1.30 1.69 777 544 0.32 0.45
MYST Mystic Financial Inc. NA 721 NA NA 236 228 NA NA
NASB North American Savings Bank 12,085 575 4.39 5.38 3,133 2,776 1.24 1.40
NBN Northeast Bancorp 1,876 1,038 0.63 0.79 553 482 0.20 0.23
NBSI North Bancshares Inc. 636 86 0.39 0.42 120 115 0.08 0.08
NEIB Northeast Indiana Bancorp 2,085 1,122 1.21 1.21 586 586 0.33 0.33
NHTB New Hampshire Thrift Bncshrs 2,060 7,509 0.78 0.99 701 383 0.18 0.33
NMSB NewMil Bancorp Inc. 2,758 2,247 0.66 0.66 705 819 0.20 0.17
NSLB NS&L Bancorp Inc. 456 627 0.64 0.68 68 68 0.14 0.14
NSSY NSS Bancorp Inc. 5,928 9,177 0.73 2.46 1,677 1,422 0.59 0.69
NTBK Net.B@nk Inc. NA 1,523 NA NA (1,518) (1,518) NA --
NTMG Nutmeg Federal S&LA 657 597 0.27 0.41 210 174 0.07 0.09
NWEQ Northwest Equity Corp. 1,020 2,085 1.30 1.35 285 269 0.35 0.37
NWSB Northwest Bancorp Inc. (MHC) 19,410 1,630 0.42 0.42 4,941 5,016 0.11 0.11
NYB New York Bancorp Inc. 52,939 2,775 2.15 2.35 11,992 11,907 0.54 0.54
OCFC Ocean Financial Corp. 13,550 432 1.64 1.64 3,540 3,539 0.45 0.45
OCN Ocwen Financial Corp. 78,932 6,408 0.48 1.39 22,934 (512) (0.01) 0.37
OFCP Ottawa Financial Corp. 7,527 2,063 1.27 1.33 2,119 1,906 0.33 0.37
OHSL OHSL Financial Corp. 2,007 486 1.56 1.62 465 416 0.34 0.38
OSFS Ohio State Financial Services 340 979 NA NA 80 80 NA NA
OTFC Oregon Trail Financial Corp. NA 19,692 NA NA 914 914 NA NA
PBCI Pamrapo Bancorp Inc. 5,071 48,253 1.66 1.74 1,233 1,072 0.38 0.44
PBCT People's Bank (MHC) 92,400 13,543 0.88 1.51 25,200 13,305 0.22 0.41
PBHC Pathfinder Bancorp Inc. (MHC) 1,854 27,114 0.56 0.65 238 137 0.05 0.08
PBKB People's Bancshares Inc. 5,131 7,183 0.70 1.47 1,328 519 0.16 0.40
PCBC Perry County Financial Corp. 886 1,928 1.16 1.16 200 200 0.26 0.26
PDB Piedmont Bancorp Inc. 1,491 340 0.56 0.56 363 362 0.13 0.13
PEDE Great Pee Dee Bancorp NA NA NA NA 46 176 NA NA
PEEK Peekskill Financial Corp. 1,993 4,410 0.67 0.67 461 461 0.16 0.16
PERM Permanent Bancorp Inc. 2,631 4,838 1.20 1.22 705 671 0.31 0.33
PERT Perpetual Bank (MHC) 1,979 53,595 1.50 1.30 635 628 0.41 0.41
PFDC Peoples Bancorp 4,283 1,593 1.25 1.25 1,025 1,025 0.30 0.30
PFED Park Bancorp Inc. 1,543 2,448 0.65 0.67 143 182 0.08 0.06
PFFB PFF Bancorp Inc. 14,229 886 0.77 0.82 4,752 4,070 0.24 0.28
PFFC Peoples Financial Corp. 684 1,491 0.49 0.49 122 122 0.09 0.09
PFNC Progress Financial Corp. 3,872 NA 0.69 0.90 979 729 0.16 0.22
PFSB PennFed Financial Services Inc 10,685 1,993 1.12 1.13 2,742 2,672 0.28 0.29
PFSL Pocahontas FS&LA (MHC) 2,371 2,634 1.42 1.44 579 561 0.33 0.34
PHBK Peoples Heritage Finl Group 73,401 2,028 2.54 2.59 19,997 19,952 0.71 0.71
PHFC Pittsburgh Home Financial Corp 2,111 4,283 0.99 1.14 571 487 0.26 0.31
PHSB Peoples Home Savings Bk (MHC) 1,638 1,507 NA NA 468 430 0.17 0.18
PKPS Poughkeepsie Financial Corp. 2,429 13,420 0.22 0.18 (953) (512) (0.04) (0.08)
PLSK Pulaski Savings Bank (MHC) 1,121 674 NA NA 221 221 0.11 0.11
PMFI Perpetual Midwest Financial 1,931 2,956 0.89 1.01 438 406 0.21 0.23
PRBC Prestige Bancorp Inc. 784 10,615 0.90 0.92 154 138 0.16 0.18
PROV Provident Financial Holdings 4,899 2,336 0.55 1.05 1,153 465 0.10 0.25
PSBK Progressive Bank Inc. 8,632 71,987 2.15 2.20 2,122 2,083 0.53 0.54
PSFC Peoples-Sidney Financial Corp. 1,146 1,825 NA NA 338 338 0.20 0.20
PSFI PS Financial Inc. 1,557 1,648 NA NA 418 417 0.19 0.19
PTRS Potters Financial Corp. 1,157 2,991 1.15 1.17 274 242 0.25 0.28
PULB Pulaski Bank, Svgs Bank (MHC) 1,915 1,077 0.80 0.91 473 421 0.20 0.22
PULS Pulse Bancorp 5,705 1,722 1.77 1.79 1,362 1,362 0.42 0.42
PVFC PVF Capital Corp. 5,039 770 1.73 1.83 1,301 1,232 0.45 0.47
PVSA Parkvale Financial Corp. 10,591 2,599 2.02 2.02 2,732 2,732 0.52 0.52
PWBC PennFirst Bancorp Inc. 5,047 8,442 1.04 1.04 1,432 1,405 0.26 0.27
PWBK Pennwood Bancorp Inc. 458 1,000 0.86 0.84 112 83 0.16 0.21
QCBC Quaker City Bancorp Inc. 5,917 1,609 1.24 1.28 1,559 1,536 0.33 0.34
QCFB QCF Bancorp Inc. 2,487 1,135 2.04 2.04 654 654 0.57 0.57
QCSB Queens County Bancorp Inc. 21,681 1,658 1.41 1.43 5,395 5,395 0.38 0.38
RARB Raritan Bancorp Inc. 3,908 5,640 1.52 1.54 989 986 0.39 0.39
</TABLE>
69
<PAGE>
<TABLE>
<CAPTION>
Income
------------------------------------------------------------------------------
Net Income Core Income Core EPS EPS Net Income Core Income Core EPS EPS
Ticker Short Name LTM LTM LTM LTM MRQ MRQ MRQ MRQ
- -------------------------------------- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
RCBK Richmond County Financial Corp NA 4,773 NA NA 2,811 2,760 NA NA
REDF RedFed Bancorp Inc. 10,433 10,591 1.44 1.41 2,865 3,123 0.41 0.38
RELI Reliance Bancshares Inc. 499 5,053 0.20 0.21 129 126 0.05 0.05
RELY Reliance Bancorp Inc. 18,089 515 1.86 1.97 4,887 4,806 0.49 0.50
RIVR River Valley Bancorp 1,076 5,715 NA NA 315 282 0.26 0.29
ROSE TR Financial Corp. 34,728 2,504 1.75 1.96 9,518 8,368 0.47 0.53
RSLN Roslyn Bancorp Inc. 33,390 21,408 NA NA 9,425 8,001 0.20 0.24
RVSB Riverview Bancorp Inc. 3,313 3,808 NA NA 1,073 1,058 NA NA
SBFL SB of the Finger Lakes (MHC) 784 10,683 0.15 0.23 193 157 0.05 0.06
SBOS Boston Bancorp (The) 37,152 485 3.40 6.98 14,315 5,073 0.95 2.69
SCBS Southern Community Bancshares 848 17,080 0.87 0.86 216 216 0.22 0.22
SCCB S. Carolina Community Bancshrs 462 814 0.70 0.70 70 70 0.12 0.12
SFED SFS Bancorp Inc. 1,068 31,016 0.90 0.93 279 243 0.23 0.26
SFFC StateFed Financial Corp. 1,096 38,242 0.72 0.72 273 273 0.18 0.18
SFIN Statewide Financial Corp. 5,462 3,226 1.27 1.27 1,382 1,382 0.33 0.33
SFSB SuburbFed Financial Corp. 2,790 518 1.68 2.08 713 530 0.39 0.53
SFSL Security First Corp. 9,000 18,104 1.07 1.07 2,356 2,329 0.28 0.28
SGVB SGV Bancorp Inc. 1,344 792 0.48 0.58 234 225 0.09 0.09
SHEN First Shenango Bancorp Inc. 4,586 526 2.24 2.24 1,064 1,071 0.52 0.52
SHSB SHS Bancorp Inc. (188) 1,032 NA NA 147 147 NA NA
SIB Staten Island Bancorp Inc. 22,185 1,078 NA NA 6,037 5,912 NA NA
SISB SIS Bancorp Inc. 11,418 5,461 2.10 1.65 593 3,996 0.61 0.09
SKAN Skaneateles Bancorp Inc. 1,662 2,258 1.09 1.13 383 378 0.26 0.26
SKBO First Carnegie Deposit (MHC) 937 9,029 NA NA 127 92 0.04 0.06
SMBC Southern Missouri Bancorp Inc. 1,378 1,095 0.82 0.86 293 268 0.16 0.18
SOBI Sobieski Bancorp Inc. 497 4,576 0.66 0.66 127 127 0.17 0.17
SOPN First Savings Bancorp Inc. 5,005 288 1.25 1.25 1,298 1,298 0.32 0.32
SOSA Somerset Savings Bank 5,967 24,095 0.34 0.35 1,522 1,514 0.09 0.09
SPBC St. Paul Bancorp Inc. 49,058 14,530 1.41 1.40 12,453 12,294 0.36 0.36
SRN Southern Banc Co. 495 1,609 0.42 0.42 103 103 0.09 0.09
SSB Scotland Bancorp Inc. 1,113 819 0.65 0.65 158 158 0.09 0.09
SSFC South Street Financial Corp. 2,029 1,457 0.46 0.48 (208) (236) (0.06) (0.05)
SSM Stone Street Bancorp Inc. 1,639 459 0.89 0.89 386 386 0.20 0.20
STFR St. Francis Capital Corp. 12,359 5,005 2.24 2.33 3,798 2,724 0.52 0.72
STSA Sterling Financial Corp. 9,636 5,833 1.14 1.25 2,543 2,515 0.33 0.33
SVRN Sovereign Bancorp Inc. 77,640 49,092 0.91 0.76 30,065 28,764 0.28 0.29
SWBI Southwest Bancshares 4,111 501 1.49 1.49 1,045 1,165 0.42 0.38
SWCB Sandwich Bancorp Inc. 4,860 1,108 2.39 2.45 1,428 1,376 0.68 0.71
SZB SouthFirst Bancshares Inc. 618 1,870 0.84 0.74 250 220 0.24 0.27
THR Three Rivers Financial Corp. 827 1,639 1.01 1.07 203 186 0.24 0.26
THRD TF Financial Corp. 4,874 11,878 1.06 1.25 1,078 929 0.27 0.31
TPNZ Tappan Zee Financial Inc. 1,032 8,858 0.70 0.72 254 233 0.17 0.18
TRIC Tri-County Bancorp Inc. 901 92,116 0.77 0.75 218 221 0.18 0.18
TSBK Timberland Bancorp Inc. 3,329 4,118 NA NA 779 676 NA NA
TSBS Peoples Bancorp Inc. (MHC) 7,462 4,746 0.61 0.82 1,564 1,564 0.17 0.17
TSH Teche Holding Co. 3,897 561 1.15 1.20 913 910 0.28 0.28
TWIN Twin City Bancorp 903 789 0.60 0.72 290 241 0.19 0.23
UBMT United Financial Corp. 1,491 4,143 1.22 1.23 402 402 0.33 0.33
UCBC Union Community Bancorp 886 989 NA NA NA NA NA NA
UFRM United Federal Savings Bank 1,803 924 0.37 0.57 350 179 0.06 0.11
USAB USABancshares, Inc. 231 3,109 0.26 0.29 128 122 0.15 0.16
UTBI United Tennessee Bankshares NA 5,562 NA NA 195 195 NA NA
VABF Virginia Beach Fed. Financial 3,741 3,689 0.61 0.75 1,099 838 0.17 0.22
WAMU Washington Mutual Inc. 481,778 759 3.15 1.86 237,900 228,459 0.90 0.94
WAYN Wayne Savings Bancshares (MHC) 1,889 1,479 0.77 0.83 461 418 0.18 0.20
WBST Webster Financial Corp. 33,798 1,121 3.53 2.44 14,805 13,868 0.99 1.06
WCBI Westco Bancorp 4,708 1,180 1.63 1.75 1,204 1,084 0.41 0.45
WCFB Webster City Federal SB (MHC) 1,364 206 0.65 0.65 346 346 0.16 0.16
WEFC Wells Financial Corp. 2,209 NA 1.13 1.16 555 530 0.28 0.29
WEHO Westwood Homestead Fin. Corp. 883 2,968 0.52 0.33 3 344 NA --
WES Westcorp 36,788 799,978 (0.26) 1.40 10,079 (6,859) (0.26) 0.38
WFI Winton Financial Corp. 3,429 1,723 1.44 1.72 960 799 0.40 0.48
WFSL Washington Federal Inc. 108,033 48,902 2.02 2.04 27,084 26,600 0.50 0.51
WHGB WHG Bancshares Corp. 752 4,388 0.56 0.55 153 153 0.12 0.12
</TABLE>
70
<PAGE>
<TABLE>
<CAPTION>
Income
------------------------------------------------------------------------------
Net Income Core Income Core EPS EPS Net Income Core Income Core EPS EPS
Ticker Short Name LTM LTM LTM LTM MRQ MRQ MRQ MRQ
- -------------------------------------- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WOFC Western Ohio Financial Corp. 1,482 1,336 0.80 0.67 60 397 0.20 0.03
WRNB Warren Bancorp Inc. 7,285 2,154 1.46 1.83 1,493 1,394 0.35 0.37
WSB Washington Savings Bank, FSB 2,293 1,389 0.30 0.51 575 258 0.06 0.13
WSBI Warwick Community Bancorp NA (6,707) NA NA 694 649 NA NA
WSFS WSFS Financial Corp. 16,389 2,863 1.27 1.29 3,872 3,747 0.30 0.31
WSTR WesterFed Financial Corp. 7,241 106,939 1.30 1.33 2,098 2,022 0.36 0.37
WVFC WVS Financial Corp. 3,728 764 2.12 2.11 996 1,030 0.58 0.56
WYNE Wayne Bancorp Inc. 2,147 1,712 1.08 1.08 483 483 0.25 0.25
YFCB Yonkers Financial Corp. 3,093 5,793 1.07 1.09 808 729 0.26 0.29
YFED York Financial Corp. 11,154 9,400 1.02 1.21 2,911 2,175 0.23 0.31
------------------------------------------------------------------------------
Average 12,531 12,611.20 1.19 1.26 3,479 3,269 0.30 0.32
</TABLE>
71
<PAGE>
<TABLE>
<CAPTION>
Income
------------------------------------------------------------------------------
Net Income Core Income Core EPS EPS Net Income Core Income Core EPS EPS
Ticker Short Name LTM LTM LTM LTM MRQ MRQ MRQ MRQ
- -------------------------------------- ------------------------------------------------------------------------------
Comparable Thrift Data
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CNY Carver Bancorp Inc. (460) 867 0.34 (0.21) 301 179 0.08 0.14
ESBK Elmira Savings Bank (The) 946 5,832 1.05 1.30 331 174 0.24 0.46
FIBC Financial Bancorp Inc. 2,611 7,664 1.68 1.57 700 700 0.42 0.42
FKFS First Keystone Financial 2,694 2,783 1.06 1.19 672 589 0.25 0.29
HRBF Harbor Federal Bancorp Inc. 1,627 1,594 0.95 0.99 414 352 0.21 0.25
IFSB Independence Federal Svgs Bank 1,393 8,865 0.46 1.09 211 91 0.07 0.16
PBCI Pamrapo Bancorp Inc. 5,071 48,253 1.66 1.74 1,233 1,072 0.38 0.44
PHFC Pittsburgh Home Financial Corp 2,111 4,283 0.99 1.14 571 487 0.26 0.31
SKAN Skaneateles Bancorp Inc. 1,662 2,258 1.09 1.13 383 378 0.26 0.26
WYNE Wayne Bancorp Inc. 2,147 1,712 1.08 1.08 483 483 0.25 0.25
------------------------------------------------------------------------------
Average 1,980 8,411 1.04 1.10 530 451 0.24 0.30
Median 1,887 3,533 1.06 1.14 449 431 0.25 0.28
Maximum 5,071 48,253 1.68 1.74 1,233 1,072 0.42 0.46
Minimum (460) 867 0.34 (0.21) 211 91 0.07 0.14
</TABLE>
72
<PAGE>
Exhibit 6
Industry Multiples
Pricing Data as of March 3, 1998
<TABLE>
<CAPTION>
--------------------------------------------------------------------
Current Price in Relation to
Current Current --------------------------------------------------------------------
Stock Market Price/LTM Price/ Tangible
Price Value Earnings LTM EPS Core EPS Core Book Value Book Value Assets
Ticker Short Name ($) ($M) (x) (x) (x) (x) (%) (%) (%)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
%CAL California Federal Bank NA NA NA NA NA NA NA NA NA
%CCMD Chevy Chase Bank, FSB NA NA NA NA NA NA NA NA NA
AABC Access Anytime Bancorp Inc. 10.50 12.53 2.43 8.40 9.37 2.50 139.81 139.81 12.10
AADV Advantage Bancorp Inc. 68.00 220.02 17.35 20.18 22.97 20.99 213.90 228.65 21.43
ABBK Abington Bancorp Inc. 21.00 76.38 18.75 19.09 21.65 22.83 210.21 231.02 14.36
ABCL Alliance Bancorp Inc. 27.75 222.61 21.02 21.68 19.96 22.38 170.04 172.04 16.32
ABCW Anchor BanCorp Wisconsin 41.88 379.05 18.05 20.23 21.92 20.13 293.86 298.68 19.53
AFBC Advance Financial Bancorp 20.25 21.96 24.11 NA NA 26.64 133.58 133.58 20.33
AFCB Affiliated Community Bancorp 37.38 243.07 20.76 21.00 21.73 22.79 212.24 213.33 21.04
AFED AFSALA Bancorp Inc. 19.00 26.19 19.79 20.43 20.43 19.79 116.21 116.21 16.39
AHCI Ambanc Holding Co. 18.25 78.59 24.01 49.32 62.93 32.59 130.54 130.54 14.85
AHM H.F. Ahmanson & Co. 61.00 6,639.85 17.13 16.99 19.30 17.53 296.55 347.38 12.17
ALBC Albion Banc Corp. 10.75 8.06 22.40 24.43 25.00 22.40 133.04 133.04 11.39
ALBK ALBANK Financial Corp. 49.00 632.44 11.04 15.46 15.61 11.14 175.88 226.43 15.49
AMFC AMB Financial Corp. 17.56 16.93 15.68 15.97 24.74 27.44 114.57 114.57 16.93
ANA Acadiana Bancshares Inc. 22.13 58.78 19.07 20.68 21.27 20.49 128.56 128.56 21.78
ANDB Andover Bancorp Inc. 39.63 204.79 15.24 15.91 16.24 15.72 191.24 191.24 15.48
ANE Alliance Bncp of New England 20.00 32.73 15.15 16.26 23.53 38.46 174.06 179.05 13.24
ASBI Ameriana Bancorp 20.13 65.03 16.23 17.97 19.73 17.97 147.65 147.76 16.55
ASBP ASB Financial Corp. 13.75 22.49 21.48 21.48 21.48 21.48 129.84 129.84 20.08
ASFC Astoria Financial Corp. 57.25 1,499.82 19.34 18.83 20.23 21.05 176.59 253.77 14.25
ATSB AmTrust Capital Corp. 14.75 7.53 28.37 25.88 59.00 NM 100.61 101.65 10.89
AVND Avondale Financial Corp. 15.50 51.52 6.25 NM NM NM 112.08 112.08 9.50
BANC BankAtlantic Bancorp Inc. 13.63 338.73 12.62 13.90 26.72 34.06 169.47 194.09 11.45
BDJI First Federal Bancorp. 20.75 20.71 19.95 24.13 24.13 19.95 171.35 171.35 17.43
BFD BostonFed Bancorp Inc. 21.75 120.07 17.54 17.54 19.59 20.91 138.36 143.56 12.32
BFFC Big Foot Financial Corp. 23.00 57.79 28.75 NA NA 44.23 152.42 152.42 26.72
BFSB Bedford Bancshares Inc. 29.25 33.42 22.16 20.60 20.60 22.16 160.01 160.01 24.41
BKC American Bank of Connecticut 50.00 116.05 14.04 14.75 17.01 18.12 201.45 208.33 18.16
BKCT Bancorp Connecticut Inc. 19.50 99.30 18.06 18.06 20.31 20.31 211.50 211.50 22.41
BKUNA BankUnited Financial Corp. 14.25 202.48 29.69 26.89 33.14 50.89 156.08 175.71 6.69
BNKU Bank United Corp. 47.13 1,488.94 18.70 19.00 21.62 19.00 243.04 249.34 11.89
BPLS Bank Plus Corp. 14.75 285.67 40.97 22.35 20.21 14.75 157.59 173.12 6.85
BTHL Bethel Bancorp 12.50 15.15 16.45 13.02 16.89 19.53 91.17 108.60 6.89
BVCC Bay View Capital Corp. 34.63 697.60 96.18 32.67 23.88 24.73 240.79 289.99 12.87
BWFC Bank West Financial Corp. 14.63 38.37 NM 32.50 44.32 52.23 165.63 165.63 22.62
BYFC Broadway Financial Corp. 12.75 11.01 28.98 32.69 29.65 159.38 86.32 86.32 8.49
CAFI Camco Financial Corp. 25.38 81.63 15.86 14.84 18.26 24.40 166.72 179.71 15.68
CAPS Capital Savings Bancorp Inc. 22.13 41.84 17.29 17.99 18.91 19.07 183.15 183.15 17.28
CASB Cascade Financial Corp. 15.50 52.62 18.45 20.39 20.95 20.39 179.61 179.61 12.45
CASH First Midwest Financial Inc. 22.88 61.58 15.89 17.46 18.75 17.33 139.57 156.46 15.11
CATB Catskill Financial Corp. 18.63 86.24 21.16 21.91 21.91 21.16 120.32 120.32 29.27
CBCI Calumet Bancorp Inc. 39.00 122.52 13.54 17.03 16.96 12.83 150.12 150.12 25.18
CBES CBES Bancorp Inc. 25.50 25.83 28.98 21.61 24.76 39.84 149.30 149.30 23.45
CBK Citizens First Financial Corp. 21.13 50.64 19.56 28.55 42.25 75.45 127.26 127.26 18.51
CBSA Coastal Bancorp Inc. 32.00 160.29 14.81 14.22 14.29 14.81 154.81 182.13 5.51
CBSB Charter Financial Inc. 32.69 136.56 35.53 26.58 33.70 38.91 229.55 256.38 35.68
CCFH CCF Holding Co. 21.13 19.06 NM 140.83 NM NM 163.51 163.51 17.43
CEBK Central Co-operative Bank 31.00 60.92 22.79 21.68 23.66 22.79 168.94 186.86 16.59
CENB Century Bancorp Inc. 93.75 38.19 25.20 21.65 21.60 25.20 123.84 123.84 37.34
CENF CENFED Financial Corp. 42.56 255.04 14.78 17.59 19.52 15.42 197.88 198.15 11.01
CFB Commercial Federal Corp. 35.19 1,418.21 16.29 17.00 17.25 16.92 250.27 277.51 15.96
CFBC Community First Banking Co. 44.00 106.20 NA NA NA NA 139.73 141.62 26.91
CFCP Coastal Financial Corp. 20.56 96.11 15.58 16.32 19.58 20.56 285.20 285.20 17.04
CFFC Community Financial Corp. 29.00 37.04 27.88 19.33 19.33 27.88 152.71 152.71 20.18
CFNC Carolina Fincorp Inc. 17.63 33.59 23.19 23.19 24.14 24.48 125.36 125.36 28.46
CFSB CFSB Bancorp Inc. 29.31 223.00 20.94 21.88 23.45 22.90 330.10 330.10 26.15
CFTP Community Federal Bancorp 18.63 86.21 31.04 29.10 29.10 31.04 126.44 126.44 37.70
CFX CFX Corp. 30.75 740.18 48.05 39.42 28.74 27.46 301.18 312.18 25.76
CIBI Community Investors Bancorp 17.25 15.57 17.25 16.27 16.27 17.25 140.13 140.13 16.24
CKFB CKF Bancorp Inc. 19.63 17.01 18.87 15.21 20.23 18.87 114.50 114.50 27.07
CLAS Classic Bancshares Inc. 20.00 26.00 21.74 22.47 28.57 21.74 130.04 152.44 19.58
CMRN Cameron Financial Corp 19.50 49.96 22.16 20.31 20.31 22.16 110.42 110.42 23.67
CMSB Commonwealth Bancorp Inc. 20.38 331.04 19.59 19.98 29.11 29.96 154.12 195.16 14.59
CMSV Community Savings Bnkshrs(MHC) 36.25 184.69 29.23 33.56 36.62 39.40 223.49 223.49 26.04
CNIT CENIT Bancorp Inc. 71.50 112.57 17.52 21.67 22.20 18.82 230.57 251.76 16.86
CNSB CNS Bancorp Inc. 18.00 29.76 34.62 35.29 34.62 34.62 125.52 125.52 30.54
CNY Carver Bancorp Inc. 14.75 34.14 26.34 NM 43.38 46.09 96.85 100.68 8.21
COFI Charter One Financial 60.25 3,846.89 NM 26.31 18.95 19.82 279.45 299.16 19.47
CONE Conestoga Bancorp, Inc. NA NA NA NA NA NA NA NA NA
COOP Cooperative Bankshares Inc. 18.00 53.72 25.00 25.71 26.09 26.47 189.87 189.87 14.55
CRSB Crusader Holding Corp. 14.81 51.85 11.95 NA NA 13.23 NM NM 25.87
CRZY Crazy Woman Creek Bancorp 16.88 16.11 20.09 21.63 21.36 20.09 112.20 112.20 26.51
CSBF CSB Financial Group Inc. 13.25 11.13 27.60 49.07 53.00 30.11 101.22 107.55 23.37
CTZN CitFed Bancorp Inc. 51.00 666.43 23.18 25.12 25.12 23.18 315.99 346.00 19.16
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------
Current Price in Relation to
Current Current --------------------------------------------------------------------
Stock Market Price/LTM Price/ Tangible
Price Value Earnings LTM EPS Core EPS Core Book Value Book Value Assets
Ticker Short Name ($) ($M) (x) (x) (x) (x) (%) (%) (%)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CVAL Chester Valley Bancorp Inc. 32.50 70.77 21.38 22.57 23.90 22.57 245.47 245.47 21.64
DCBI Delphos Citizens Bancorp Inc. 23.50 45.72 26.70 24.74 24.74 26.70 158.46 158.46 42.43
DIBK Dime Financial Corp. 31.13 160.73 9.38 9.85 9.91 9.38 202.77 208.19 16.77
DIME Dime Community Bancorp Inc. 24.00 298.51 25.00 25.53 26.97 26.09 160.32 185.47 20.06
DME Dime Bancorp Inc. 30.13 3,505.28 41.84 26.90 26.90 34.23 266.59 324.97 16.04
DNFC D & N Financial Corp. 25.75 234.30 16.09 16.83 18.80 18.93 238.87 241.10 12.91
DSL Downey Financial Corp. 29.25 782.61 13.80 17.31 17.94 14.06 181.90 NA 13.41
EBI Equality Bancorp Inc. 15.88 39.46 NA NA NA NA 153.98 153.98 17.21
EBSI Eagle Bancshares 20.00 114.37 16.67 22.22 18.35 16.67 155.76 155.76 12.24
EFBC Empire Federal Bancorp Inc. 17.63 45.69 25.92 NA NA 25.92 113.64 113.64 41.33
EFBI Enterprise Federal Bancorp 33.50 66.53 33.50 29.91 33.50 34.90 205.40 205.52 22.08
EGFC Eagle Financial Corp. 52.81 344.01 17.84 39.12 30.53 18.09 225.79 278.55 15.95
EGLB Eagle BancGroup Inc. 20.63 24.29 57.29 47.97 66.53 103.13 119.63 119.63 14.19
EMLD Emerald Financial Corp. 21.50 109.06 17.92 18.22 19.20 19.91 224.90 228.00 18.06
EQSB Equitable Federal Savings Bank 30.00 36.50 17.05 16.67 16.85 17.44 217.86 217.86 11.33
ESBK Elmira Savings Bank (The) 29.13 21.60 15.83 22.40 27.74 30.34 145.12 149.05 9.46
ESX Essex Bancorp Inc. 5.31 5.62 NM NM NM NM NM NM 2.93
ETFS East Texas Financial Services 21.25 21.81 35.42 28.33 30.36 37.95 103.96 103.96 18.16
FAB FIRSTFED AMERICA BANCORP INC. 19.63 170.88 20.44 NA NA 25.82 122.58 122.58 14.74
FBBC First Bell Bancorp Inc. 18.75 122.07 15.12 15.24 15.63 15.12 167.26 167.26 18.07
FBCI Fidelity Bancorp Inc. 25.38 71.43 18.66 70.49 23.71 18.66 139.27 139.50 14.58
FBCV 1ST Bancorp 27.50 29.97 17.19 15.28 23.31 20.83 130.46 132.79 11.71
FBER 1st Bergen Bancorp 19.50 55.86 27.08 26.71 26.71 27.08 143.70 143.70 19.62
FBHC Fort Bend Holding Corp. 20.75 34.75 22.55 21.39 30.07 37.05 168.97 180.28 11.43
FBNW FirstBank Corp. 19.63 38.93 19.63 NA NA 35.04 121.22 121.22 21.24
FBSI First Bancshares Inc. 16.00 34.97 17.39 18.39 19.28 17.39 150.38 150.38 21.65
FCB Falmouth Bancorp Inc. 23.50 34.19 23.50 35.07 41.96 29.38 146.33 146.33 35.04
FCBF FCB Financial Corp. 32.25 124.57 17.92 23.20 22.55 19.20 170.01 170.01 23.96
FCME First Coastal Corp. 14.63 19.88 15.23 3.26 3.39 19.24 137.20 137.20 13.38
FDEF First Defiance Financial 15.38 131.11 34.94 24.80 25.63 34.94 122.71 122.71 22.62
FED FirstFed Financial Corp. 40.81 432.11 16.73 18.98 19.34 17.59 193.98 195.65 10.39
FESX First Essex Bancorp Inc. 25.13 189.35 20.94 20.10 22.43 20.94 207.99 236.58 15.81
FFBA First Colorado Bancorp Inc. 27.13 455.93 18.84 22.23 23.38 21.88 217.87 222.34 29.31
FFBH First Federal Bancshares of AR 25.25 123.63 21.77 20.87 21.96 21.77 151.74 151.74 22.60
FFBI First Financial Bancorp Inc. 23.25 9.65 20.04 NM 25.55 26.42 128.45 128.45 11.46
FFBS FFBS BanCorp Inc. 22.25 34.98 18.54 18.54 18.54 18.54 147.64 147.64 25.92
FFBZ First Federal Bancorp Inc. 23.56 37.11 28.05 21.42 22.44 29.45 257.80 258.08 17.77
FFCH First Financial Holdings Inc. 53.31 360.43 24.23 23.91 24.57 24.23 312.14 312.14 20.10
FFDB FirstFed Bancorp Inc. 23.75 27.43 17.46 17.21 17.21 17.46 158.33 172.48 15.34
FFDF FFD Financial Corp. 19.25 27.81 40.10 16.18 34.38 40.10 125.16 125.16 30.11
FFED Fidelity Federal Bancorp 9.69 30.30 18.63 15.14 15.88 24.22 192.99 192.99 14.04
FFES First Federal of East Hartford 38.88 105.18 17.05 19.25 17.43 16.76 157.01 157.01 10.70
FFFC FFVA Financial Corp. 38.50 176.36 87.50 28.10 23.77 24.68 213.65 217.76 30.42
FFFD North Central Bancshares Inc. 21.00 68.60 15.44 17.36 18.10 18.10 136.10 136.10 30.91
FFFL Fidelity Bankshares Inc. (MHC) 32.75 222.21 27.29 34.84 40.94 37.22 258.89 260.54 21.24
FFHH FSF Financial Corp. 20.50 62.43 19.71 18.64 18.64 19.71 125.46 125.46 15.34
FFHS First Franklin Corp. 27.00 32.18 20.45 26.47 22.31 22.50 154.37 155.26 13.92
FFIC Flushing Financial Corp. 24.38 191.70 19.04 20.66 21.57 20.31 140.49 146.22 17.61
FFKY First Federal Financial Corp. 22.00 90.83 15.71 14.86 15.07 15.71 171.74 181.67 23.48
FFLC FFLC Bancorp Inc. 19.00 71.14 19.00 19.79 20.88 19.00 138.28 138.28 17.77
FFOH Fidelity Financial of Ohio 18.19 101.72 19.77 20.44 21.40 21.65 158.29 179.55 19.01
FFPB First Palm Beach Bancorp Inc. 39.38 199.03 21.88 21.28 27.73 37.86 171.57 175.47 10.93
FFSL First Independence Corp. 14.75 14.07 20.49 20.49 20.49 20.49 123.85 123.85 12.38
FFSX First Fed SB of Siouxland(MHC) 35.50 100.62 31.70 29.83 30.87 32.87 247.56 249.47 21.92
FFWC FFW Corp. 18.75 27.18 13.79 14.88 15.12 14.20 147.75 162.06 14.14
FFWD Wood Bancorp Inc. 21.00 55.67 25.00 24.71 27.63 29.17 261.19 261.19 33.43
FFYF FFY Financial Corp. 35.00 142.45 17.50 17.95 18.13 17.86 170.48 170.48 23.17
FGHC First Georgia Holding Inc. 10.19 31.10 16.98 18.87 22.64 16.98 224.90 242.57 18.69
FIBC Financial Bancorp Inc. 26.00 44.45 15.48 16.56 15.48 15.48 161.49 162.20 14.42
FISB First Indiana Corp. 28.50 361.04 18.75 20.96 25.91 25.45 235.93 238.69 22.38
FKFS First Keystone Financial 17.25 41.62 14.87 14.50 16.27 17.25 166.18 166.18 11.00
FKKY Frankfort First Bancorp Inc. 16.38 26.51 17.06 116.96 27.29 17.06 117.64 117.64 19.96
FLAG FLAG Financial Corp. 20.00 40.74 20.00 20.00 25.00 25.00 187.62 187.62 17.08
FLFC First Liberty Financial Corp. 32.50 251.83 17.66 26.42 25.79 23.21 260.21 286.34 19.74
FLGS Flagstar Bancorp Inc. 22.13 302.45 12.29 12.64 12.64 12.29 248.88 259.07 14.87
FLKY First Lancaster Bancshares 15.13 14.39 31.51 27.50 27.50 31.51 103.45 103.45 30.49
FMBD First Mutual Bancorp Inc. 19.25 67.51 80.21 62.10 74.04 120.31 114.58 149.46 17.25
FMCO FMS Financial Corp. 34.75 82.97 15.24 15.24 15.31 15.24 219.94 223.19 14.27
FMSB First Mutual Savings Bank 18.00 74.25 16.67 16.82 17.14 16.07 242.26 242.26 16.66
FNGB First Northern Capital Corp. 13.13 116.10 18.23 19.89 20.83 19.30 157.19 157.19 17.39
FOBC Fed One Bancorp 36.63 86.99 26.93 26.93 27.13 26.93 207.27 216.33 23.72
FPRY First Financial Bancorp NA NA NA NA NA NA NA NA NA
FSBI Fidelity Bancorp Inc. 29.25 45.77 17.84 17.01 17.41 17.84 169.96 169.96 11.62
FSFF First SecurityFed Financial 15.31 98.13 NA NA NA NA NA NA NA
FSLA First Savings Bank (MHC) 45.38 363.74 36.59 39.12 37.19 36.59 357.85 391.84 34.66
</TABLE>
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Current Price in Relation to
Current Current --------------------------------------------------------------------
Stock Market Price/LTM Price/ Tangible
Price Value Earnings LTM EPS Core EPS Core Book Value Book Value Assets
Ticker Short Name ($) ($M) (x) (x) (x) (x) (%) (%) (%)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FSNJ Bayonne Bancshares Inc. 13.88 126.10 26.68 NA NA 26.68 130.53 130.53 20.56
FSPG First Home Bancorp Inc. 30.00 81.25 17.86 17.44 17.86 18.29 225.39 228.83 15.47
FSPT FirstSpartan Financial Corp. 43.25 191.60 25.15 NA NA 25.15 146.51 146.51 38.68
FSSB First FS&LA of San Bernardino 9.63 3.16 NM NM NM NM 70.36 73.03 3.05
FSTC First Citizens Corp. 32.00 88.72 17.39 15.38 17.02 19.51 248.83 311.28 25.12
FTF Texarkana First Financial Corp 29.50 51.91 16.76 16.67 16.95 17.99 190.08 190.08 28.80
FTFC First Federal Capital Corp. 31.63 290.65 16.47 17.87 22.59 23.25 265.76 280.86 18.82
FTNB Fulton Bancorp Inc. 21.75 37.28 27.19 28.62 35.08 36.25 144.42 144.42 34.63
FTSB Fort Thomas Financial Corp. 15.50 22.85 18.45 18.90 18.90 18.45 144.72 144.72 22.88
FWWB First SB of Washington Bancorp 25.25 252.78 18.57 19.13 20.20 20.36 156.64 169.12 22.56
GAF GA Financial Inc. 19.13 147.60 14.94 16.63 17.55 17.08 127.08 128.27 18.83
GDVS Greater Delaware Valley (MHC) 31.00 101.45 59.62 50.00 50.00 59.62 347.92 347.92 38.95
GDW Golden West Financial 88.69 5,061.29 13.69 14.47 14.68 13.86 187.58 187.58 12.78
GFCO Glenway Financial Corp. 20.50 46.79 18.98 19.71 19.71 18.98 165.19 166.94 15.35
GFED Guaranty Federal Bcshs Inc. 12.25 76.21 NA NA NA NA 109.57 109.57 33.05
GFSB GFS Bancorp Inc. 17.13 17.06 15.86 15.02 15.86 20.39 152.49 152.49 18.05
GLMR Gilmer Financial Svcs, Inc. 14.13 2.70 NM 117.71 20.77 NM 71.05 71.05 6.41
GOSB GSB Financial Corp. 16.63 37.38 29.69 NA NA 37.78 113.40 113.40 32.26
GPT GreenPoint Financial Corp. 72.25 3,057.62 18.43 19.42 20.07 18.62 212.50 389.70 23.37
GSB Golden State Bancorp Inc. 35.75 1,824.08 21.80 23.83 19.86 18.24 215.10 238.33 11.38
GSBC Great Southern Bancorp Inc. 25.50 205.22 14.49 15.64 16.89 16.35 313.65 316.38 27.41
GSFC Green Street Financial Corp. 17.75 76.29 26.10 26.10 26.10 26.10 120.50 120.50 42.45
GSLA GS Financial Corp. 20.69 71.14 30.42 NA NA 30.42 125.84 125.84 54.27
GTPS Great American Bancorp 20.00 33.44 33.33 40.82 40.82 33.33 108.28 108.28 23.55
GUPB GFSB Bancorp Inc. 20.38 16.31 16.98 18.69 18.69 16.98 113.76 113.76 14.22
HALL Hallmark Capital Corp. 16.00 46.94 16.67 16.84 17.20 16.67 148.84 148.84 11.35
HARB Harbor Florida Bancorp (MHC) 71.75 358.36 22.15 25.18 26.09 24.91 354.50 365.33 31.64
HARL Harleysville Savings Bank 29.25 48.76 15.23 14.55 14.55 15.23 205.55 205.55 14.01
HARS Harris Financial Inc. (MHC) 20.75 701.15 64.84 39.90 56.08 86.46 392.25 439.62 31.85
HAVN Haven Bancorp Inc. 24.75 217.42 18.20 19.96 19.80 18.20 192.61 193.21 11.01
HBBI Home Building Bancorp 22.50 7.01 23.44 19.74 20.64 25.57 109.17 109.17 16.53
HBEI Home Bancorp of Elgin Inc. 18.38 125.98 45.94 41.76 43.75 45.94 132.29 132.29 35.73
HBFW Home Bancorp 34.13 81.40 30.47 27.97 28.20 31.60 191.39 191.39 23.25
HBNK Highland Bancorp Inc. 35.75 82.88 12.41 13.86 17.88 12.95 199.72 199.72 15.08
HBS Haywood Bancshares Inc. 21.88 27.35 8.29 14.02 14.02 8.29 126.23 130.68 17.90
HCBB HCB Bancshares Inc. 14.50 38.35 51.79 NA NA 51.79 100.35 103.94 18.71
HCBC High Country Bancorp Inc. 14.75 19.51 NA NA NA NA NA NA NA
HCFC Home City Financial Corp. 18.84 17.05 16.24 NA NA 16.24 123.97 123.97 24.31
HEMT HF Bancorp Inc. 18.00 113.42 40.91 NM 50.00 40.91 135.44 161.00 10.65
HFBC HopFed Bancorp Inc. 16.94 68.32 NA NA NA NA NA NA NA
HFFB Harrodsburg First Fin Bancorp 16.75 31.23 20.94 21.20 21.20 20.94 105.68 105.68 30.54
HFFC HF Financial Corp. 29.13 86.72 13.24 14.71 15.83 13.74 155.75 155.75 14.93
HFGI Harrington Financial Group 12.00 38.95 NM 38.71 38.71 NM 160.00 160.00 7.15
HFNC HFNC Financial Corp. 14.38 247.14 21.14 21.46 27.12 32.67 148.81 148.81 27.13
HFSA Hardin Bancorp Inc. 18.75 15.44 16.74 18.75 20.38 18.75 118.00 118.00 13.38
HFWA Heritage Financial Corp. 14.88 145.05 NA NA NA NA NA NA NA
HHFC Harvest Home Financial Corp. 14.75 13.15 26.34 22.35 22.35 26.34 126.94 126.94 14.12
HIFS Hingham Instit. for Savings 33.00 43.02 16.18 16.50 16.50 16.18 201.22 201.22 19.33
HMLK Hemlock Federal Financial Corp 18.75 38.93 21.31 NA NA 21.31 127.99 127.99 22.04
HMNF HMN Financial Inc. 29.00 120.19 23.39 20.57 25.66 31.52 142.30 153.28 17.39
HOMF Home Federal Bancorp 32.50 166.40 16.58 18.36 20.83 20.83 266.18 273.80 23.42
HPBC Home Port Bancorp Inc. 26.63 49.04 14.16 14.87 15.21 14.79 223.36 223.36 23.49
HRBF Harbor Federal Bancorp Inc. 24.50 41.49 24.50 24.75 25.79 29.17 142.28 142.28 17.76
HRZB Horizon Financial Corp. 17.88 133.28 15.96 16.10 16.25 15.41 157.07 157.07 25.01
HTHR Hawthorne Financial Corp. 19.69 60.80 10.47 14.92 15.75 10.47 140.53 140.53 6.82
HWEN Home Financial Bancorp 9.25 8.59 23.13 24.34 31.90 38.54 116.35 116.35 19.75
HZFS Horizon Financial Svcs Corp. 14.50 12.37 14.50 17.26 21.64 20.14 137.05 137.05 13.93
IBSF IBS Financial Corp. 17.88 195.63 31.92 33.10 33.10 31.92 151.48 151.48 26.86
IFSB Independence Federal Svgs Bank 16.25 20.82 25.39 14.91 35.33 58.04 114.20 128.26 8.28
INBI Industrial Bancorp Inc. 18.38 93.76 16.41 17.84 17.84 16.41 154.02 154.02 25.76
INCB Indiana Community Bank SB 20.63 19.02 34.38 39.66 39.66 34.38 164.08 164.08 19.94
IPSW Ipswich Savings Bank 14.25 33.99 14.84 16.19 19.79 18.75 287.30 287.30 14.96
ITLA ITLA Capital Corp. 19.88 156.45 11.83 12.66 12.66 11.83 157.49 NA 15.40
IWBK InterWest Bancorp Inc. 41.50 333.54 16.47 16.53 19.04 21.17 250.00 254.29 16.83
JOAC Joachim Bancorp Inc. 16.63 12.01 46.18 46.18 46.18 46.18 121.35 121.35 35.09
JSB JSB Financial Inc. 53.63 531.96 16.35 18.75 21.03 20.95 149.33 149.33 34.67
JSBA Jefferson Savings Bancorp 26.00 260.39 26.00 23.85 24.76 28.26 211.55 269.71 20.70
JXSB Jacksonville Savings Bk (MHC) 23.00 43.89 57.50 46.00 57.50 95.83 250.82 250.82 26.12
JXVL Jacksonville Bancorp Inc. 20.25 49.48 15.82 14.89 14.89 15.82 143.72 143.72 21.02
KFBI Klamath First Bancorp 22.25 222.37 25.28 23.92 23.92 25.28 139.76 152.92 22.80
KNK Kankakee Bancorp Inc. 33.81 46.38 16.91 16.91 17.25 17.61 122.64 130.10 13.51
KSAV KS Bancorp Inc. NA NA NA NA NA NA NA NA NA
KSBK KSB Bancorp Inc. 18.50 22.92 12.85 14.23 14.68 13.60 198.29 207.63 15.01
KYF Kentucky First Bancorp Inc. 13.75 17.23 21.48 17.63 17.86 21.48 121.47 121.47 20.67
LARK Landmark Bancshares Inc. 22.00 37.15 15.71 16.06 17.46 16.67 112.88 112.88 15.90
</TABLE>
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Current Price in Relation to
Current Current --------------------------------------------------------------------
Stock Market Price/LTM Price/ Tangible
Price Value Earnings LTM EPS Core EPS Core Book Value Book Value Assets
Ticker Short Name ($) ($M) (x) (x) (x) (x) (%) (%) (%)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LARL Laurel Capital Group Inc. 21.50 46.76 18.53 16.93 16.93 17.34 207.33 207.33 21.91
LFBI Little Falls Bancorp Inc. 20.00 52.16 27.78 29.85 33.33 27.78 137.65 149.25 16.08
LFCO Life Financial Corp. 16.63 108.82 5.69 6.68 6.39 5.13 198.63 198.63 26.58
LFED Leeds Federal Bankshares (MHC) 22.00 114.01 34.38 33.33 33.33 34.38 235.29 235.29 39.13
LISB Long Island Bancorp Inc. 61.13 1,468.75 26.81 28.30 34.15 33.96 263.58 265.99 24.19
LOGN Logansport Financial Corp. 17.38 21.91 14.98 18.29 18.10 14.48 132.43 132.43 25.44
LONF London Financial Corp. 15.00 7.65 15.00 17.44 18.75 15.63 146.63 146.63 20.18
LSBI LSB Financial Corp. 29.63 27.15 15.11 16.74 18.63 17.22 143.53 143.53 13.14
LSBX Lawrence Savings Bank 18.13 77.72 5.39 9.96 10.07 5.46 206.67 206.67 21.60
LVSB Lakeview Financial 26.00 108.27 25.00 18.57 29.55 25.00 195.64 231.32 20.90
LXMO Lexington B&L Financial Corp. 16.50 18.49 24.26 23.57 23.57 24.26 111.56 111.56 29.71
MAFB MAF Bancorp Inc. 38.00 570.49 16.10 15.97 16.17 16.67 216.52 245.80 16.50
MARN Marion Capital Holdings 26.50 47.21 23.66 17.43 17.43 23.66 118.41 121.00 24.61
MASB MASSBANK Corp. 49.75 177.65 17.27 17.96 19.43 19.43 171.20 173.71 19.20
MBB MSB Bancorp Inc. 34.75 98.83 26.33 31.03 31.03 28.02 155.13 291.04 12.77
MBBC Monterey Bay Bancorp Inc. 20.00 64.59 38.46 35.71 39.22 41.67 126.34 135.50 15.83
MBLF MBLA Financial Corp. 28.13 35.27 19.53 21.15 20.83 20.09 126.01 126.01 15.98
MBSP Mitchell Bancorp Inc. 16.63 15.48 31.97 27.71 27.71 31.97 106.84 106.84 42.87
MCBN Mid-Coast Bancorp Inc. 37.38 8.86 16.99 19.07 20.31 19.07 169.66 169.66 14.14
MDBK Medford Bancorp Inc. 43.50 197.54 18.75 18.20 18.91 16.99 194.63 206.85 17.40
MECH MECH Financial Inc. 26.25 138.95 17.27 10.54 10.67 18.75 156.90 156.90 15.57
MERI Meritrust Federal SB 79.50 61.55 25.16 23.95 23.95 25.16 309.82 309.82 26.32
METF Metropolitan Financial Corp. 16.00 112.82 15.38 19.51 20.78 16.00 307.69 334.73 12.20
MFBC MFB Corp. 27.75 45.14 23.13 23.32 23.52 23.92 134.64 134.64 17.09
MFFC Milton Federal Financial Corp. 16.13 36.55 31.01 27.80 28.79 31.01 132.06 132.06 16.70
MFLR Mayflower Co-operative Bank 26.50 23.83 14.72 16.88 18.79 17.91 185.19 188.08 18.07
MFSL Maryland Federal Bancorp 36.13 234.14 23.77 24.91 26.37 25.80 228.06 230.39 19.75
MIFC Mid-Iowa Financial Corp. 11.88 20.31 14.84 13.49 14.84 14.84 160.26 160.47 15.00
MIVI Mississippi View Holding Co. 18.88 13.97 19.66 19.87 20.08 19.66 112.02 112.02 20.36
MONT Montgomery Financial Corp. 12.75 21.08 24.52 NA NA 24.52 107.23 107.23 19.94
MRKF Market Financial Corp. 17.31 23.13 36.07 NA NA 36.07 114.43 114.43 40.69
MSBF MSB Financial Inc. 17.13 21.09 17.13 18.82 20.39 20.39 162.17 162.17 27.34
MSBK Mutual Savings Bank FSB 13.50 57.81 112.50 112.50 NM NM 136.23 136.23 8.97
MWBI Midwest Bancshares Inc. 16.63 16.97 14.84 14.58 16.46 15.99 158.94 158.94 11.49
MWBX MetroWest Bank 8.00 112.87 15.38 15.09 15.09 15.38 252.37 252.37 18.54
MWFD Midwest Federal Financial 29.63 48.22 16.46 17.53 22.79 23.14 253.21 261.94 22.78
MYST Mystic Financial Inc. 17.31 46.94 NA NA NA NA NA NA NA
NASB North American Savings Bank 65.50 146.70 11.70 12.17 14.92 13.21 235.36 242.41 19.98
NBN Northeast Bancorp 18.06 40.15 19.63 22.86 28.67 22.58 189.94 215.04 13.20
NBSI North Bancshares Inc. 17.50 25.02 54.69 41.67 44.87 54.69 150.86 150.86 20.35
NEIB Northeast Indiana Bancorp 21.75 37.33 16.48 17.98 17.98 16.48 140.23 140.23 20.14
NHTB New Hampshire Thrift Bncshrs 20.25 42.29 15.34 20.45 25.96 28.13 168.19 195.84 13.16
NMSB NewMil Bancorp Inc. 13.50 52.37 19.85 20.45 20.45 16.88 158.08 158.08 14.73
NSLB NS&L Bancorp Inc. 17.38 12.26 31.03 25.55 27.15 31.03 104.61 105.37 20.67
NSSY NSS Bancorp Inc. 42.13 NA 15.26 17.12 57.71 17.85 187.31 192.97 15.24
NTBK Net.B@nk Inc. 16.75 102.94 NM NA NA NA 294.38 294.38 126.89
NTMG Nutmeg Federal S&LA 10.38 10.24 28.82 25.30 38.43 37.05 176.45 176.45 9.73
NWEQ Northwest Equity Corp. 21.50 18.03 14.53 15.93 16.54 15.36 145.07 145.07 18.11
NWSB Northwest Bancorp Inc. (MHC) 15.63 731.21 35.51 37.20 37.20 35.51 351.91 396.57 32.52
NYB New York Bancorp Inc. 40.06 855.72 18.55 17.05 18.63 18.55 480.37 480.37 26.21
OCFC Ocean Financial Corp. 35.50 284.53 19.72 21.65 21.65 19.72 128.48 128.48 19.49
OCN Ocwen Financial Corp. 30.00 1,816.98 20.27 21.58 62.50 NM 432.90 449.78 59.21
OFCP Ottawa Financial Corp. 29.81 158.40 20.14 22.42 23.47 22.59 207.47 255.03 17.88
OHSL OHSL Financial Corp. 36.75 45.61 24.18 22.69 23.56 27.02 170.14 170.14 19.09
OSFS Ohio State Financial Services 16.00 10.15 NA NA NA NA 97.15 97.15 26.32
OTFC Oregon Trail Financial Corp. 18.25 79.07 NA NA NA NA 118.97 118.97 30.76
PBCI Pamrapo Bancorp Inc. 26.63 75.69 15.13 15.30 16.04 17.52 155.98 156.99 20.09
PBCT People's Bank (MHC) 38.06 2,328.03 23.21 25.21 43.25 43.25 327.85 329.55 28.45
PBHC Pathfinder Bancorp Inc. (MHC) 21.00 60.37 65.63 32.31 37.50 105.00 256.10 302.16 30.72
PBKB People's Bancshares Inc. 22.25 73.17 13.91 15.14 31.79 34.77 242.90 252.55 9.59
PCBC Perry County Financial Corp. 23.88 19.77 22.96 20.58 20.58 22.96 120.82 120.82 23.25
PDB Piedmont Bancorp Inc. 10.75 29.57 20.67 19.20 19.20 20.67 140.34 140.34 22.72
PEDE Great Pee Dee Bancorp 16.25 35.78 NA NA NA NA 114.84 114.84 49.21
PEEK Peekskill Financial Corp. 16.88 52.77 26.37 25.19 25.19 26.37 113.48 113.48 28.65
PERM Permanent Bancorp Inc. 28.50 60.07 21.59 23.36 23.75 22.98 137.88 139.50 14.28
PERT Perpetual Bank (MHC) 65.00 98.08 39.63 50.00 43.33 39.63 320.35 320.35 33.58
PFDC Peoples Bancorp 22.25 75.24 18.54 17.80 17.80 18.54 167.92 167.92 25.64
PFED Park Bancorp Inc. 18.88 44.03 78.65 28.17 29.04 58.98 114.05 114.05 24.88
PFFB PFF Bancorp Inc. 19.13 343.40 17.08 23.32 24.84 19.92 127.93 129.22 12.42
PFFC Peoples Financial Corp. 16.50 23.37 45.83 33.67 33.67 45.83 150.27 150.27 28.35
PFNC Progress Financial Corp. 17.25 70.10 19.60 19.17 25.00 26.95 279.13 332.37 14.21
PFSB PennFed Financial Services Inc 18.50 178.45 15.95 16.37 16.52 16.52 160.59 187.44 12.09
PFSL Pocahontas FS&LA (MHC) 44.25 72.23 32.54 30.73 31.16 33.52 291.89 291.89 18.55
PHBK Peoples Heritage Finl Group 46.81 1,298.47 16.48 18.07 18.43 16.48 273.28 363.74 19.11
PHFC Pittsburgh Home Financial Corp 18.00 35.45 14.52 15.79 18.18 17.31 143.77 145.51 11.83
</TABLE>
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Current Price in Relation to
Current Current --------------------------------------------------------------------
Stock Market Price/LTM Price/ Tangible
Price Value Earnings LTM EPS Core EPS Core Book Value Book Value Assets
Ticker Short Name ($) ($M) (x) (x) (x) (x) (%) (%) (%)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PHSB Peoples Home Savings Bk (MHC) 19.00 52.44 26.39 NA NA 27.94 183.22 183.22 24.08
PKPS Poughkeepsie Financial Corp. 10.63 133.98 NM 59.03 48.30 NM 184.78 184.78 15.30
PLSK Pulaski Savings Bank (MHC) 18.25 38.47 41.48 NA NA 41.48 177.36 177.36 21.17
PMFI Perpetual Midwest Financial 29.50 56.52 32.07 29.21 33.15 35.12 159.55 159.55 14.23
PRBC Prestige Bancorp Inc. 19.00 17.38 26.39 20.65 21.11 29.69 111.24 111.24 12.13
PROV Provident Financial Holdings 23.00 107.51 23.00 21.90 41.82 57.50 128.85 128.85 14.91
PSBK Progressive Bank Inc. 41.00 157.10 18.98 18.64 19.07 19.34 200.20 220.79 17.78
PSFC Peoples-Sidney Financial Corp. 17.88 31.91 22.34 NA NA 22.34 112.78 112.78 30.04
PSFI PS Financial Inc. 14.13 29.29 18.59 NA NA 18.59 95.70 95.70 35.71
PTRS Potters Financial Corp. 18.75 18.09 16.74 16.03 16.30 18.75 167.26 167.26 14.74
PULB Pulaski Bank, Svgs Bank (MHC) 49.13 103.01 55.82 53.98 61.41 61.41 425.69 425.69 57.08
PULS Pulse Bancorp 26.25 81.17 15.63 14.66 14.83 15.63 183.44 183.44 15.03
PVFC PVF Capital Corp. 21.75 57.83 11.57 11.89 12.57 12.08 200.46 200.46 14.60
PVSA Parkvale Financial Corp. 31.19 159.95 14.99 15.44 15.44 14.99 197.52 198.65 15.63
PWBC PennFirst Bancorp Inc. 19.13 101.57 17.71 18.39 18.39 18.39 147.57 166.02 12.35
PWBK Pennwood Bancorp Inc. 22.00 12.11 26.19 26.19 25.58 34.38 131.26 131.26 25.66
QCBC Quaker City Bancorp Inc. 20.00 93.16 14.71 15.63 16.13 15.15 127.15 127.15 10.97
QCFB QCF Bancorp Inc. 28.13 38.86 12.34 13.79 13.79 12.34 144.90 144.90 25.46
QCSB Queens County Bancorp Inc. 39.50 589.06 25.99 27.62 28.01 25.99 297.89 297.89 38.73
RARB Raritan Bancorp Inc. 27.44 65.09 17.59 17.82 18.05 17.59 210.90 213.86 15.94
RCBK Richmond County Financial Corp 16.94 414.41 NA NA NA NA NA NA NA
REDF RedFed Bancorp Inc. 19.75 142.84 12.99 14.01 13.72 12.04 169.53 170.11 14.15
RELI Reliance Bancshares Inc. 8.88 22.74 44.38 42.26 44.38 44.38 101.89 101.89 51.06
RELY Reliance Bancorp Inc. 36.88 355.25 18.44 18.72 19.83 18.81 185.12 271.74 15.84
RIVR River Valley Bancorp 19.75 23.51 17.03 NA NA 18.99 133.45 135.37 16.98
ROSE TR Financial Corp. 34.25 602.73 16.16 17.47 19.57 18.22 235.56 235.56 15.68
RSLN Roslyn Bancorp Inc. 22.25 971.04 23.18 NA NA 27.81 154.51 155.27 26.97
RVSB Riverview Bancorp Inc. 16.00 98.13 NA NA NA NA 164.10 170.03 37.30
SBFL SB of the Finger Lakes (MHC) 15.50 55.34 64.58 67.39 103.33 77.50 260.07 260.07 24.27
SBOS Boston Bancorp (The) NA NA NA NA NA NA NA NA NA
SCBS Southern Community Bancshares 18.00 20.47 20.45 20.93 20.69 20.45 145.16 145.16 28.88
SCCB S. Carolina Community Bancshrs 21.50 12.54 44.79 30.71 30.71 44.79 134.46 134.46 27.81
SFED SFS Bancorp Inc. 23.00 27.79 22.12 24.73 25.56 25.00 129.72 129.72 15.93
SFFC StateFed Financial Corp. 14.25 22.22 19.79 19.79 19.79 19.79 141.93 141.93 25.05
SFIN Statewide Financial Corp. 22.63 102.02 17.14 17.81 17.81 17.14 157.78 158.00 14.77
SFSB SuburbFed Financial Corp. 48.75 61.70 23.00 23.44 29.02 31.25 209.14 209.77 14.07
SFSL Security First Corp. 21.75 163.74 19.42 20.33 20.33 19.42 259.55 263.64 24.29
SGVB SGV Bancorp Inc. 17.63 41.34 48.96 30.39 36.72 48.96 134.23 136.21 10.14
SHEN First Shenango Bancorp Inc. 43.25 89.48 20.79 19.31 19.31 20.79 186.99 186.99 23.86
SHSB SHS Bancorp Inc. 18.00 14.76 NA NA NA NA NA NA NA
SIB Staten Island Bancorp Inc. 20.13 908.25 NA NA NA NA NA NA NA
SISB SIS Bancorp Inc. 37.38 259.67 103.82 22.65 17.80 15.32 205.70 205.70 14.98
SKAN Skaneateles Bancorp Inc. 19.13 27.48 18.39 16.92 17.55 18.39 155.49 159.77 10.73
SKBO First Carnegie Deposit (MHC) 18.63 42.84 77.60 NA NA 116.41 173.42 173.42 29.82
SMBC Southern Missouri Bancorp Inc. 22.25 35.52 30.90 25.87 27.13 34.77 135.09 135.09 22.43
SOBI Sobieski Bancorp Inc. 21.50 16.86 31.62 32.58 32.58 31.62 121.13 121.13 18.76
SOPN First Savings Bancorp Inc. 23.50 87.07 18.36 18.80 18.80 18.36 126.96 126.96 28.91
SOSA Somerset Savings Bank 4.88 81.21 13.54 13.93 14.34 13.54 226.74 226.74 15.05
SPBC St. Paul Bancorp Inc. 26.81 917.13 18.62 19.15 19.02 18.62 219.42 219.96 20.12
SRN Southern Banc Co. 16.88 20.76 46.88 40.18 40.18 46.88 113.71 114.64 19.75
SSB Scotland Bancorp Inc. 10.13 19.38 28.13 15.58 15.58 28.13 130.98 130.98 31.52
SSFC South Street Financial Corp. 13.00 60.79 NM 27.08 28.26 NM 165.61 165.61 26.61
SSM Stone Street Bancorp Inc. 20.38 38.67 25.47 22.89 22.89 25.47 124.85 124.85 36.91
STFR St. Francis Capital Corp. 43.88 230.40 15.23 18.83 19.59 21.09 177.42 198.98 14.42
STSA Sterling Financial Corp. 23.69 179.31 17.95 18.95 20.78 17.95 174.30 188.60 9.56
SVRN Sovereign Bancorp Inc. 20.38 1,903.92 17.56 26.81 22.39 18.19 267.74 322.39 13.28
SWBI Southwest Bancshares 31.50 85.51 20.72 21.14 21.14 18.75 194.20 194.20 23.22
SWCB Sandwich Bancorp Inc. 58.00 112.65 20.42 23.67 24.27 21.32 268.15 277.78 21.72
SZB SouthFirst Bancshares Inc. 21.75 21.22 20.14 29.39 25.89 22.66 132.62 132.62 12.83
THR Three Rivers Financial Corp. 23.00 18.96 22.12 21.50 22.77 23.96 144.47 144.93 19.45
THRD TF Financial Corp. 25.75 82.07 20.77 20.60 24.29 23.84 148.33 177.71 13.75
TPNZ Tappan Zee Financial Inc. 18.50 27.34 25.69 25.69 26.43 27.21 127.06 127.06 21.62
TRIC Tri-County Bancorp Inc. 14.00 16.34 19.44 18.67 18.18 19.44 118.24 118.24 18.16
TSBK Timberland Bancorp Inc. 17.81 117.79 NA NA NA NA NA NA NA
TSBS Peoples Bancorp Inc. (MHC) 42.75 386.74 62.87 52.13 70.08 62.87 351.56 389.34 60.39
TSH Teche Holding Co. 21.00 72.19 18.75 17.50 18.26 18.75 130.52 130.52 17.67
TWIN Twin City Bancorp 14.75 18.77 16.03 20.49 24.58 19.41 135.69 135.69 17.55
UBMT United Financial Corp. 27.00 33.03 20.45 21.95 22.13 20.45 133.40 133.40 32.04
UCBC Union Community Bancorp 14.63 44.49 NA NA NA NA NA NA NA
UFRM United Federal Savings Bank 18.25 57.84 41.48 32.02 49.32 76.04 263.35 263.35 19.02
USAB USABancshares, Inc. 10.50 7.69 16.41 36.21 40.38 17.50 156.02 158.37 11.97
UTBI United Tennessee Bankshares 14.13 20.55 NA NA NA NA NA NA NA
VABF Virginia Beach Fed. Financial 19.88 98.99 22.59 26.50 32.58 29.23 228.45 228.45 16.34
WAMU Washington Mutual Inc. 68.19 17,562.50 18.14 36.66 21.65 18.94 327.83 352.03 18.09
WAYN Wayne Savings Bancshares (MHC) 29.50 66.59 36.88 35.54 38.31 40.97 275.19 275.19 26.10
</TABLE>
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<CAPTION>
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Current Price in Relation to
Current Current --------------------------------------------------------------------
Stock Market Price/LTM Price/ Tangible
Price Value Earnings LTM EPS Core EPS Core Book Value Book Value Assets
Ticker Short Name ($) ($M) (x) (x) (x) (x) (%) (%) (%)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WBST Webster Financial Corp. 64.25 877.22 15.15 26.33 18.20 16.22 229.55 263.21 12.50
WCBI Westco Bancorp 29.00 71.47 16.11 16.57 17.79 17.68 147.06 147.06 22.62
WCFB Webster City Federal SB (MHC) 20.50 43.24 32.03 31.54 31.54 32.03 193.40 193.40 45.46
WEFC Wells Financial Corp. 18.88 36.98 16.27 16.27 16.70 16.85 124.75 124.75 18.36
WEHO Westwood Homestead Fin. Corp. 14.75 41.94 NM 44.70 28.37 NA 139.15 139.15 31.24
WES Westcorp 18.69 491.09 12.29 13.35 NM NM 140.83 141.15 13.17
WFI Winton Financial Corp. 27.50 55.20 14.32 15.99 19.10 17.19 226.15 230.32 16.72
WFSL Washington Federal Inc. 28.00 1,464.00 13.73 13.73 13.86 14.00 198.72 215.55 25.62
WHGB WHG Bancshares Corp. 18.50 25.70 38.54 33.64 33.04 38.54 129.01 129.01 25.36
WOFC Western Ohio Financial Corp. 25.88 62.86 215.63 38.62 32.34 32.34 110.58 118.48 15.34
WRNB Warren Bancorp Inc. 23.25 88.49 15.71 12.70 15.92 16.61 221.01 221.01 23.85
WSB Washington Savings Bank, FSB 8.38 36.81 16.11 16.42 27.92 34.90 163.26 163.26 13.89
WSBI Warwick Community Bancorp 16.19 106.95 NA NA NA NA NA NA NA
WSFS WSFS Financial Corp. 20.50 255.43 16.53 15.89 16.14 17.08 294.54 296.24 16.86
WSTR WesterFed Financial Corp. 25.94 144.78 17.53 19.50 19.95 18.01 134.32 165.32 13.98
WVFC WVS Financial Corp. 38.00 68.71 16.96 18.01 17.92 16.38 214.08 214.08 22.81
WYNE Wayne Bancorp Inc. 25.75 51.86 25.75 23.84 23.84 25.75 156.16 156.16 19.40
YFCB Yonkers Financial Corp. 19.00 57.39 16.38 17.43 17.76 18.27 127.77 127.77 17.30
YFED York Financial Corp. 25.00 221.29 20.16 20.66 24.51 27.17 211.15 211.15 18.72
</TABLE>
6
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<TABLE>
<CAPTION>
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Current Price in Relation to
Current Current --------------------------------------------------------------------
Stock Market Price/LTM Price/ Tangible
Price Value Earnings LTM EPS Core EPS Core Book Value Book Value Assets
Ticker Short Name ($) ($M) (x) (x) (x) (x) (%) (%) (%)
- -------------------------------------------------------------------------------------------------------------------------------
New Jersey
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FBER 1st Bergen Bancorp 19.50 55.86 27.08 26.71 26.71 27.08 143.70 143.70 19.62
FMCO FMS Financial Corp. 34.75 82.97 15.24 15.24 15.31 15.24 219.94 223.19 14.27
FSLA First Savings Bank (MHC) 45.38 363.74 36.59 39.12 37.19 36.59 357.85 391.84 34.66
FSNJ Bayonne Bancshares Inc. 13.88 126.10 26.68 NA NA 26.68 130.53 130.53 20.56
FSPG First Home Bancorp Inc. 30.00 81.25 17.86 17.44 17.86 18.29 225.39 228.83 15.47
IBSF IBS Financial Corp. 17.88 195.63 31.92 33.10 33.10 31.92 151.48 151.48 26.86
LFBI Little Falls Bancorp Inc. 20.00 52.16 27.78 29.85 33.33 27.78 137.65 149.25 16.08
LVSB Lakeview Financial 26.00 108.27 25.00 18.57 29.55 25.00 195.64 231.32 20.90
OCFC Ocean Financial Corp. 35.50 284.53 19.72 21.65 21.65 19.72 128.48 128.48 19.49
PBCI Pamrapo Bancorp Inc. 26.63 75.69 15.13 15.30 16.04 17.52 155.98 156.99 20.09
PFSB PennFed Financial Services Inc 18.50 178.45 15.95 16.37 16.52 16.52 160.59 187.44 12.09
PLSK Pulaski Savings Bank (MHC) 18.25 38.47 41.48 NA NA 41.48 177.36 177.36 21.17
PULS Pulse Bancorp 26.25 81.17 15.63 14.66 14.83 15.63 183.44 183.44 15.03
RARB Raritan Bancorp Inc. 27.44 65.09 17.59 17.82 18.05 17.59 210.90 213.86 15.94
SFIN Statewide Financial Corp. 22.63 102.02 17.14 17.81 17.81 17.14 157.78 158.00 14.77
TSBS Peoples Bancorp Inc. (MHC) 42.75 386.74 62.87 52.13 70.08 62.87 351.56 389.34 60.39
WYNE Wayne Bancorp Inc. 25.75 51.86 25.75 23.84 23.84 25.75 156.16 156.16 19.40
New Jersey Average 137.06 25.85 23.97 26.12 26.05 190.85 200.07 21.58
New Jersey Median 82.97 25.00 18.57 21.65 25.00 160.59 177.36 19.49
</TABLE>
7
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<CAPTION>
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Current Price in Relation to
Current Current --------------------------------------------------------------------
Stock Market Price/LTM Price/ Tangible
Price Value Earnings LTM EPS Core EPS Core Book Value Book Value Assets
Ticker Short Name ($) ($M) (x) (x) (x) (x) (%) (%) (%)
- -------------------------------------------------------------------------------------------------------------------------------
Comparable Group
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CNY Carver Bancorp Inc. 14.75 34.14 26.34 NM 43.38 46.09 96.85 100.68 8.21
ESBK Elmira Savings Bank (The) 29.13 21.60 15.83 22.40 27.74 30.34 145.12 149.05 9.46
FIBC Financial Bancorp Inc. 26.00 44.45 15.48 16.56 15.48 15.48 161.49 162.20 14.42
FKFS First Keystone Financial 17.25 41.62 14.87 14.50 16.27 17.25 166.18 166.18 11.00
HRBF Harbor Federal Bancorp Inc. 24.50 41.49 24.50 24.75 25.79 29.17 142.28 142.28 17.76
IFSB Independence Federal Svgs Bank 16.25 20.82 25.39 14.91 35.33 58.04 114.20 128.26 8.28
PBCI Pamrapo Bancorp Inc. 26.63 75.69 15.13 15.30 16.04 17.52 155.98 156.99 20.09
PHFC Pittsburgh Home Financial Corp 18.00 35.45 14.52 15.79 18.18 17.31 143.77 145.51 11.83
SKAN Skaneateles Bancorp Inc. 19.13 27.48 18.39 16.92 17.55 18.39 155.49 159.77 10.73
WYNE Wayne Bancorp Inc. 25.75 51.86 25.75 23.84 23.84 25.75 156.16 156.16 19.40
Comparable Average 39.46 19.62 18.33 23.96 27.53 143.75 146.71 13.12
Comparable Median 38.47 17.11 16.56 21.01 22.07 150.31 152.61 11.42
All Public Average 257.62 24.24 23.93 24.85 26.31 176.79 184.17 20.72
All Public Median 61.70 19.60 20.41 21.59 21.05 157.54 162.12 18.70
New Jersey Average 137.06 25.85 23.97 26.12 26.05 190.85 200.07 21.58
New Jersey Median 82.97 25.00 18.57 21.65 25.00 160.59 177.36 19.49
</TABLE>
8
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<TABLE>
<CAPTION>
Current LTM
Dividend Dividend
Yield Payout Ratio
Ticker Short Name (%) (%)
- --------------------------------------------------------------
<S> <C> <C> <C>
%CAL California Federal Bank NA NA
%CCMD Chevy Chase Bank, FSB NA NA
AABC Access Anytime Bancorp Inc. 0.00 0.00
AADV Advantage Bancorp Inc. 0.59 11.87
ABBK Abington Bancorp Inc. 0.95 18.18
ABCL Alliance Bancorp Inc. 1.59 30.86
ABCW Anchor BanCorp Wisconsin 0.76 14.13
AFBC Advance Financial Bancorp 1.58 NA
AFCB Affiliated Community Bancorp 1.61 28.65
AFED AFSALA Bancorp Inc. 1.47 15.05
AHCI Ambanc Holding Co. 1.32 13.51
AHM H.F. Ahmanson & Co. 1.44 24.51
ALBC Albion Banc Corp. 0.99 35.59
ALBK ALBANK Financial Corp. 1.47 20.82
AMFC AMB Financial Corp. 1.59 22.73
ANA Acadiana Bancshares Inc. 1.99 33.64
ANDB Andover Bancorp Inc. 1.92 27.31
ANE Alliance Bncp of New England 1.00 14.23
ASBI Ameriana Bancorp 3.18 54.46
ASBP ASB Financial Corp. 2.91 62.50
ASFC Astoria Financial Corp. 1.40 18.42
ATSB AmTrust Capital Corp. 1.36 35.09
AVND Avondale Financial Corp. 0.00 0.00
BANC BankAtlantic Bancorp Inc. 0.97 838.57
BDJI First Federal Bancorp. 0.00 0.00
BFD BostonFed Bancorp Inc. 1.29 20.97
BFFC Big Foot Financial Corp. 0.00 NA
BFSB Bedford Bancshares Inc. 1.92 38.73
BKC American Bank of Connecticut 3.04 46.61
BKCT Bancorp Connecticut Inc. 2.67 42.82
BKUNA BankUnited Financial Corp. 0.00 0.00
BNKU Bank United Corp. 1.36 23.39
BPLS Bank Plus Corp. 0.00 0.00
BTHL Bethel Bancorp 2.56 20.83
BVCC Bay View Capital Corp. 1.16 32.08
BWFC Bank West Financial Corp. 1.64 43.42
BYFC Broadway Financial Corp. 1.57 51.28
CAFI Camco Financial Corp. 2.13 29.70
CAPS Capital Savings Bancorp Inc. 1.09 19.51
CASB Cascade Financial Corp. 0.00 0.00
CASH First Midwest Financial Inc. 2.10 29.77
CATB Catskill Financial Corp. 1.72 34.12
CBCI Calumet Bancorp Inc. 0.00 0.00
CBES CBES Bancorp Inc. 1.57 33.90
CBK Citizens First Financial Corp. 0.00 0.00
CBSA Coastal Bancorp Inc. 1.50 20.44
CBSB Charter Financial Inc. 0.98 26.02
CCFH CCF Holding Co. 2.58 469.73
CEBK Central Co-operative Bank 1.03 22.38
CENB Century Bancorp Inc. 2.13 34.64
CENF CENFED Financial Corp. 0.85 13.86
CFB Commercial Federal Corp. 0.63 9.43
CFBC Community First Banking Co. 1.36 NA
CFCP Coastal Financial Corp. 1.75 27.98
CFFC Community Financial Corp. 1.93 36.67
CFNC Carolina Fincorp Inc. 1.36 22.37
CFSB CFSB Bancorp Inc. 1.64 31.66
CFTP Community Federal Bancorp 1.72 438.28
CFX CFX Corp. 2.86 112.82
CIBI Community Investors Bancorp 1.86 27.68
CKFB CKF Bancorp Inc. 2.55 113.95
CLAS Classic Bancshares Inc. 1.40 31.46
CMRN Cameron Financial Corp 1.44 29.17
CMSB Commonwealth Bancorp Inc. 1.37 27.45
CMSV Community Savings Bnkshrs(MHC) 2.48 81.02
CNIT CENIT Bancorp Inc. 1.68 30.30
CNSB CNS Bancorp Inc. 1.33 41.18
CNY Carver Bancorp Inc. 0.00 NM
COFI Charter One Financial 1.66 41.28
CONE Conestoga Bancorp, Inc. NA 28.17
COOP Cooperative Bankshares Inc. 0.00 0.00
CRSB Crusader Holding Corp. 0.00 NA
CRZY Crazy Woman Creek Bancorp 2.37 51.28
CSBF CSB Financial Group Inc. 0.00 0.00
CTZN CitFed Bancorp Inc. 0.71 11.16
</TABLE>
9
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<TABLE>
<CAPTION>
Current LTM
Dividend Dividend
Yield Payout Ratio
Ticker Short Name (%) (%)
- --------------------------------------------------------------
<S> <C> <C> <C>
CVAL Chester Valley Bancorp Inc. 1.35 31.49
DCBI Delphos Citizens Bancorp Inc. 1.02 0.00
DIBK Dime Financial Corp. 1.54 12.66
DIME Dime Community Bancorp Inc. 1.33 11.17
DME Dime Bancorp Inc. 0.53 10.71
DNFC D & N Financial Corp. 0.71 5.95
DSL Downey Financial Corp. 1.09 18.71
EBI Equality Bancorp Inc. 1.51 NA
EBSI Eagle Bancshares 3.00 66.67
EFBC Empire Federal Bancorp Inc. 1.70 NA
EFBI Enterprise Federal Bancorp 2.99 89.29
EGFC Eagle Financial Corp. 1.89 71.11
EGLB Eagle BancGroup Inc. 0.00 0.00
EMLD Emerald Financial Corp. 1.30 20.34
EQSB Equitable Federal Savings Bank 0.00 0.00
ESBK Elmira Savings Bank (The) 2.20 46.89
ESX Essex Bancorp Inc. 0.00 0.00
ETFS East Texas Financial Services 0.94 26.67
FAB FIRSTFED AMERICA BANCORP INC. 0.00 NA
FBBC First Bell Bancorp Inc. 2.13 32.52
FBCI Fidelity Bancorp Inc. 1.58 88.89
FBCV 1ST Bancorp 0.97 14.29
FBER 1st Bergen Bancorp 1.03 19.18
FBHC Fort Bend Holding Corp. 1.93 22.68
FBNW FirstBank Corp. 1.43 NA
FBSI First Bancshares Inc. 0.63 11.49
FCB Falmouth Bancorp Inc. 1.02 29.85
FCBF FCB Financial Corp. 2.48 54.68
FCME First Coastal Corp. 0.00 0.00
FDEF First Defiance Financial 2.34 53.23
FED FirstFed Financial Corp. 0.00 0.00
FESX First Essex Bancorp Inc. 2.23 40.00
FFBA First Colorado Bancorp Inc. 1.92 37.70
FFBH First Federal Bancshares of AR 1.11 13.22
FFBI First Financial Bancorp Inc. 0.00 0.00
FFBS FFBS BanCorp Inc. 2.25 208.33
FFBZ First Federal Bancorp Inc. 1.19 22.73
FFCH First Financial Holdings Inc. 1.58 33.63
FFDB FirstFed Bancorp Inc. 2.11 41.67
FFDF FFD Financial Corp. 1.56 23.11
FFED Fidelity Federal Bancorp 4.13 62.50
FFES First Federal of East Hartford 1.75 29.70
FFFC FFVA Financial Corp. 1.56 37.23
FFFD North Central Bancshares Inc. 1.52 20.66
FFFL Fidelity Bankshares Inc. (MHC) 2.75 87.77
FFHH FSF Financial Corp. 2.44 45.45
FFHS First Franklin Corp. 1.48 33.33
FFIC Flushing Financial Corp. 1.31 18.64
FFKY First Federal Financial Corp. 2.55 36.49
FFLC FFLC Bancorp Inc. 1.90 30.00
FFOH Fidelity Financial of Ohio 1.54 143.82
FFPB First Palm Beach Bancorp Inc. 1.78 33.78
FFSL First Independence Corp. 2.03 34.72
FFSX First Fed SB of Siouxland(MHC) 1.35 40.34
FFWC FFW Corp. 1.92 27.38
FFWD Wood Bancorp Inc. 1.62 31.39
FFYF FFY Financial Corp. 2.29 37.18
FGHC First Georgia Holding Inc. 3.93 0.00
FIBC Financial Bancorp Inc. 1.92 25.48
FISB First Indiana Corp. 1.68 29.41
FKFS First Keystone Financial 1.16 8.40
FKKY Frankfort First Bancorp Inc. 4.89 NM
FLAG FLAG Financial Corp. 1.70 34.00
FLFC First Liberty Financial Corp. 1.35 33.33
FLGS Flagstar Bancorp Inc. 1.09 0.00
FLKY First Lancaster Bancshares 3.31 45.45
FMBD First Mutual Bancorp Inc. 1.66 103.23
FMCO FMS Financial Corp. 0.81 9.65
FMSB First Mutual Savings Bank 1.11 46.44
FNGB First Northern Capital Corp. 2.74 48.48
FOBC Fed One Bancorp 1.69 44.12
FPRY First Financial Bancorp NA 39.66
FSBI Fidelity Bancorp Inc. 1.23 20.45
FSFF First SecurityFed Financial 0.00 NA
FSLA First Savings Bank (MHC) 1.06 36.99
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Current LTM
Dividend Dividend
Yield Payout Ratio
Ticker Short Name (%) (%)
- --------------------------------------------------------------
<S> <C> <C> <C>
FSNJ Bayonne Bancshares Inc. 1.23 NA
FSPG First Home Bancorp Inc. 1.33 23.26
FSPT FirstSpartan Financial Corp. 1.39 NA
FSSB First FS&LA of San Bernardino 0.00 0.00
FSTC First Citizens Corp. 1.00 14.42
FTF Texarkana First Financial Corp 1.90 30.08
FTFC First Federal Capital Corp. 1.52 26.37
FTNB Fulton Bancorp Inc. 0.92 26.32
FTSB Fort Thomas Financial Corp. 1.61 36.59
FWWB First SB of Washington Bancorp 1.43 21.21
GAF GA Financial Inc. 2.51 36.52
GDVS Greater Delaware Valley (MHC) 1.16 58.06
GDW Golden West Financial 0.56 7.42
GFCO Glenway Financial Corp. 1.95 35.58
GFED Guaranty Federal Bcshs Inc. 1.86 NA
GFSB GFS Bancorp Inc. 1.52 21.49
GLMR Gilmer Financial Svcs, Inc. 0.00 0.00
GOSB GSB Financial Corp. 0.00 NA
GPT GreenPoint Financial Corp. 1.77 26.88
GSB Golden State Bancorp Inc. 0.00 0.00
GSBC Great Southern Bancorp Inc. 1.73 25.15
GSFC Green Street Financial Corp. 2.48 85.29
GSLA GS Financial Corp. 1.35 NA
GTPS Great American Bancorp 2.00 81.63
GUPB GFSB Bancorp Inc. 1.96 36.70
HALL Hallmark Capital Corp. 0.00 0.00
HARB Harbor Florida Bancorp (MHC) 1.95 49.12
HARL Harleysville Savings Bank 1.50 20.40
HARS Harris Financial Inc. (MHC) 1.06 38.44
HAVN Haven Bancorp Inc. 1.21 24.19
HBBI Home Building Bancorp 1.33 26.32
HBEI Home Bancorp of Elgin Inc. 2.18 68.18
HBFW Home Bancorp 0.59 16.39
HBNK Highland Bancorp Inc. 0.00 0.00
HBS Haywood Bancshares Inc. 2.74 35.90
HCBB HCB Bancshares Inc. 1.38 NA
HCBC High Country Bancorp Inc. 0.00 NA
HCFC Home City Financial Corp. 1.91 NA
HEMT HF Bancorp Inc. 0.00 0.00
HFBC HopFed Bancorp Inc. 0.00 NA
HFFB Harrodsburg First Fin Bancorp 2.39 75.95
HFFC HF Financial Corp. 1.44 19.70
HFGI Harrington Financial Group 1.00 29.03
HFNC HFNC Financial Corp. 2.23 788.06
HFSA Hardin Bancorp Inc. 2.56 46.00
HFWA Heritage Financial Corp. 0.00 NA
HHFC Harvest Home Financial Corp. 2.98 62.12
HIFS Hingham Instit. for Savings 1.46 29.50
HMLK Hemlock Federal Financial Corp 1.49 NA
HMNF HMN Financial Inc. 0.00 0.00
HOMF Home Federal Bancorp 1.23 18.12
HPBC Home Port Bancorp Inc. 3.01 44.69
HRBF Harbor Federal Bancorp Inc. 1.96 44.44
HRZB Horizon Financial Corp. 2.46 36.67
HTHR Hawthorne Financial Corp. 0.00 0.00
HWEN Home Financial Bancorp 1.08 26.32
HZFS Horizon Financial Svcs Corp. 1.24 19.64
IBSF IBS Financial Corp. 2.24 64.74
IFSB Independence Federal Svgs Bank 6.15 20.18
INBI Industrial Bancorp Inc. 3.05 46.60
INCB Indiana Community Bank SB 1.75 69.23
IPSW Ipswich Savings Bank 1.12 14.20
ITLA ITLA Capital Corp. 0.00 0.00
IWBK InterWest Bancorp Inc. 1.74 25.10
JOAC Joachim Bancorp Inc. 3.01 138.89
JSB JSB Financial Inc. 2.98 47.20
JSBA Jefferson Savings Bancorp 1.08 17.43
JXSB Jacksonville Savings Bk (MHC) 1.30 55.02
JXVL Jacksonville Bancorp Inc. 2.47 36.76
KFBI Klamath First Bancorp 1.44 33.33
KNK Kankakee Bancorp Inc. 1.42 24.00
KSAV KS Bancorp Inc. NA 63.46
KSBK KSB Bancorp Inc. 0.54 5.64
KYF Kentucky First Bancorp Inc. 3.64 64.10
LARK Landmark Bancshares Inc. 1.82 29.20
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Current LTM
Dividend Dividend
Yield Payout Ratio
Ticker Short Name (%) (%)
- --------------------------------------------------------------
<S> <C> <C> <C>
LARL Laurel Capital Group Inc. 1.61 25.20
LFBI Little Falls Bancorp Inc. 1.00 19.40
LFCO Life Financial Corp. 0.00 0.00
LFED Leeds Federal Bankshares (MHC) 2.55 78.80
LISB Long Island Bancorp Inc. 0.98 27.78
LOGN Logansport Financial Corp. 2.30 42.11
LONF London Financial Corp. 1.60 609.30
LSBI LSB Financial Corp. 1.35 18.49
LSBX Lawrence Savings Bank 0.00 0.00
LVSB Lakeview Financial 0.48 8.94
LXMO Lexington B&L Financial Corp. 1.82 21.43
MAFB MAF Bancorp Inc. 0.74 11.34
MARN Marion Capital Holdings 3.32 56.58
MASB MASSBANK Corp. 2.01 31.95
MBB MSB Bancorp Inc. 1.73 53.57
MBBC Monterey Bay Bancorp Inc. 0.70 19.64
MBLF MBLA Financial Corp. 1.42 30.08
MBSP Mitchell Bancorp Inc. 2.41 66.67
MCBN Mid-Coast Bancorp Inc. 1.39 26.53
MDBK Medford Bancorp Inc. 1.84 37.66
MECH MECH Financial Inc. 0.00 0.00
MERI Meritrust Federal SB 0.88 21.08
METF Metropolitan Financial Corp. 0.00 0.00
MFBC MFB Corp. 1.23 26.89
MFFC Milton Federal Financial Corp. 3.72 103.45
MFLR Mayflower Co-operative Bank 3.02 40.76
MFSL Maryland Federal Bancorp 1.25 28.79
MIFC Mid-Iowa Financial Corp. 0.67 9.09
MIVI Mississippi View Holding Co. 1.70 16.84
MONT Montgomery Financial Corp. 1.73 NA
MRKF Market Financial Corp. 1.62 NA
MSBF MSB Financial Inc. 1.75 29.95
MSBK Mutual Savings Bank FSB 0.00 0.00
MWBI Midwest Bancshares Inc. 1.44 18.42
MWBX MetroWest Bank 1.50 32.08
MWFD Midwest Federal Financial 1.15 19.53
MYST Mystic Financial Inc. 0.00 NA
NASB North American Savings Bank 1.53 14.87
NBN Northeast Bancorp 1.17 26.99
NBSI North Bancshares Inc. 2.29 76.19
NEIB Northeast Indiana Bancorp 1.56 26.45
NHTB New Hampshire Thrift Bncshrs 2.96 50.51
NMSB NewMil Bancorp Inc. 2.37 39.39
NSLB NS&L Bancorp Inc. 2.88 73.53
NSSY NSS Bancorp Inc. 0.95 12.20
NTBK Net.B@nk Inc. 0.00 NA
NTMG Nutmeg Federal S&LA 1.93 6.85
NWEQ Northwest Equity Corp. 2.79 37.04
NWSB Northwest Bancorp Inc. (MHC) 1.02 38.10
NYB New York Bancorp Inc. 1.50 23.94
OCFC Ocean Financial Corp. 2.25 24.39
OCN Ocwen Financial Corp. 0.00 0.00
OFCP Ottawa Financial Corp. 1.34 27.34
OHSL OHSL Financial Corp. 2.40 54.32
OSFS Ohio State Financial Services 0.00 NA
OTFC Oregon Trail Financial Corp. 1.10 NA
PBCI Pamrapo Bancorp Inc. 4.21 57.47
PBCT People's Bank (MHC) 2.00 44.60
PBHC Pathfinder Bancorp Inc. (MHC) 0.89 26.66
PBKB People's Bancshares Inc. 2.16 28.57
PCBC Perry County Financial Corp. 1.68 34.48
PDB Piedmont Bancorp Inc. 3.72 71.43
PEDE Great Pee Dee Bancorp 0.00 NA
PEEK Peekskill Financial Corp. 2.13 53.73
PERM Permanent Bancorp Inc. 1.54 28.69
PERT Perpetual Bank (MHC) 2.15 103.85
PFDC Peoples Bancorp 1.98 33.34
PFED Park Bancorp Inc. 0.00 0.00
PFFB PFF Bancorp Inc. 0.00 0.00
PFFC Peoples Financial Corp. 3.03 NM
PFNC Progress Financial Corp. 0.70 10.73
PFSB PennFed Financial Services Inc 0.76 12.39
PFSL Pocahontas FS&LA (MHC) 2.03 62.50
PHBK Peoples Heritage Finl Group 1.88 29.34
PHFC Pittsburgh Home Financial Corp 1.33 240.35
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Current LTM
Dividend Dividend
Yield Payout Ratio
Ticker Short Name (%) (%)
- --------------------------------------------------------------
<S> <C> <C> <C>
PHSB Peoples Home Savings Bk (MHC) 1.26 NA
PKPS Poughkeepsie Financial Corp. 2.26 69.44
PLSK Pulaski Savings Bank (MHC) 1.64 NA
PMFI Perpetual Midwest Financial 1.02 29.70
PRBC Prestige Bancorp Inc. 1.05 13.04
PROV Provident Financial Holdings 0.00 0.00
PSBK Progressive Bank Inc. 1.95 30.91
PSFC Peoples-Sidney Financial Corp. 1.57 NA
PSFI PS Financial Inc. 3.40 NA
PTRS Potters Financial Corp. 1.07 13.68
PULB Pulaski Bank, Svgs Bank (MHC) 2.24 115.38
PULS Pulse Bancorp 3.05 40.50
PVFC PVF Capital Corp. 0.00 0.00
PVSA Parkvale Financial Corp. 1.67 23.17
PWBC PennFirst Bancorp Inc. 1.88 32.25
PWBK Pennwood Bancorp Inc. 1.64 38.10
QCBC Quaker City Bancorp Inc. 0.00 0.00
QCFB QCF Bancorp Inc. 0.00 0.00
QCSB Queens County Bancorp Inc. 2.03 36.52
RARB Raritan Bancorp Inc. 2.19 30.74
RCBK Richmond County Financial Corp 0.00 NA
REDF RedFed Bancorp Inc. 0.00 0.00
RELI Reliance Bancshares Inc. 0.00 0.00
RELY Reliance Bancorp Inc. 1.74 32.49
RIVR River Valley Bancorp 1.01 NA
ROSE TR Financial Corp. 1.99 28.06
RSLN Roslyn Bancorp Inc. 1.44 NA
RVSB Riverview Bancorp Inc. 0.75 NA
SBFL SB of the Finger Lakes (MHC) 1.29 86.96
SBOS Boston Bancorp (The) NA 10.89
SCBS Southern Community Bancshares 1.67 34.88
SCCB S. Carolina Community Bancshrs 2.98 88.57
SFED SFS Bancorp Inc. 1.39 29.03
SFFC StateFed Financial Corp. 1.40 27.78
SFIN Statewide Financial Corp. 1.95 32.28
SFSB SuburbFed Financial Corp. 0.66 15.38
SFSL Security First Corp. 1.47 29.28
SGVB SGV Bancorp Inc. 0.00 0.00
SHEN First Shenango Bancorp Inc. 1.39 25.45
SHSB SHS Bancorp Inc. 0.00 NA
SIB Staten Island Bancorp Inc. 0.00 NA
SISB SIS Bancorp Inc. 1.71 31.52
SKAN Skaneateles Bancorp Inc. 1.46 23.61
SKBO First Carnegie Deposit (MHC) 1.61 NA
SMBC Southern Missouri Bancorp Inc. 2.25 58.14
SOBI Sobieski Bancorp Inc. 1.49 45.45
SOPN First Savings Bancorp Inc. 3.75 67.20
SOSA Somerset Savings Bank 0.00 0.00
SPBC St. Paul Bancorp Inc. 1.49 25.71
SRN Southern Banc Co. 2.07 83.33
SSB Scotland Bancorp Inc. 1.98 965.38
SSFC South Street Financial Corp. 3.08 NM
SSM Stone Street Bancorp Inc. 2.26 512.08
STFR St. Francis Capital Corp. 1.28 21.46
STSA Sterling Financial Corp. 0.00 0.00
SVRN Sovereign Bancorp Inc. 0.39 10.53
SWBI Southwest Bancshares 2.54 51.68
SWCB Sandwich Bancorp Inc. 2.41 51.02
SZB SouthFirst Bancshares Inc. 2.76 67.57
THR Three Rivers Financial Corp. 1.91 35.51
THRD TF Financial Corp. 1.86 32.00
TPNZ Tappan Zee Financial Inc. 1.51 33.33
TRIC Tri-County Bancorp Inc. 2.86 43.33
TSBK Timberland Bancorp Inc. 0.00 NA
TSBS Peoples Bancorp Inc. (MHC) 0.82 42.68
TSH Teche Holding Co. 2.38 41.67
TWIN Twin City Bancorp 2.71 59.28
UBMT United Financial Corp. 3.70 77.24
UCBC Union Community Bancorp 0.00 NA
UFRM United Federal Savings Bank 1.32 40.35
USAB USABancshares, Inc. 0.00 0.00
UTBI United Tennessee Bankshares 0.00 NA
VABF Virginia Beach Fed. Financial 1.21 25.33
WAMU Washington Mutual Inc. 1.70 56.99
WAYN Wayne Savings Bancshares (MHC) 2.10 74.49
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Current LTM
Dividend Dividend
Yield Payout Ratio
Ticker Short Name (%) (%)
- --------------------------------------------------------------
<S> <C> <C> <C>
WBST Webster Financial Corp. 1.25 31.97
WCBI Westco Bancorp 2.35 35.43
WCFB Webster City Federal SB (MHC) 3.90 123.08
WEFC Wells Financial Corp. 2.54 20.69
WEHO Westwood Homestead Fin. Corp. 2.44 NM
WES Westcorp 2.14 28.57
WFI Winton Financial Corp. 1.82 27.33
WFSL Washington Federal Inc. 3.12 41.00
WHGB WHG Bancshares Corp. 1.73 41.82
WOFC Western Ohio Financial Corp. 3.87 149.25
WRNB Warren Bancorp Inc. 2.24 47.54
WSB Washington Savings Bank, FSB 1.19 19.61
WSBI Warwick Community Bancorp 0.00 NA
WSFS WSFS Financial Corp. 0.00 0.00
WSTR WesterFed Financial Corp. 1.85 35.41
WVFC WVS Financial Corp. 3.16 255.92
WYNE Wayne Bancorp Inc. 0.78 13.89
YFCB Yonkers Financial Corp. 1.47 20.18
YFED York Financial Corp. 2.08 39.67
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Current LTM
Dividend Dividend
Yield Payout Ratio
Ticker Short Name (%) (%)
- --------------------------------------------------------------
New Jersey
<S> <C> <C> <C>
FBER 1st Bergen Bancorp 1.03 19.18
FMCO FMS Financial Corp. 0.81 9.65
FSLA First Savings Bank (MHC) 1.06 36.99
FSNJ Bayonne Bancshares Inc. 1.23 NA
FSPG First Home Bancorp Inc. 1.33 23.26
IBSF IBS Financial Corp. 2.24 64.74
LFBI Little Falls Bancorp Inc. 1.00 19.40
LVSB Lakeview Financial 0.48 8.94
OCFC Ocean Financial Corp. 2.25 24.39
PBCI Pamrapo Bancorp Inc. 4.21 57.47
PFSB PennFed Financial Services Inc 0.76 12.39
PLSK Pulaski Savings Bank (MHC) 1.64 NA
PULS Pulse Bancorp 3.05 40.50
RARB Raritan Bancorp Inc. 2.19 30.74
SFIN Statewide Financial Corp. 1.95 32.28
TSBS Peoples Bancorp Inc. (MHC) 0.82 42.68
WYNE Wayne Bancorp Inc. 0.78 13.89
New Jersey Average 1.58 29.10
New Jersey Median 1.23 24.39
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Current LTM
Dividend Dividend
Yield Payout Ratio
Ticker Short Name (%) (%)
- --------------------------------------------------------------
Comparable Group
<S> <C> <C> <C>
CNY Carver Bancorp Inc. 0.00 NM
ESBK Elmira Savings Bank (The) 2.20 46.89
FIBC Financial Bancorp Inc. 1.92 25.48
FKFS First Keystone Financial 1.16 8.40
HRBF Harbor Federal Bancorp Inc. 1.96 44.44
IFSB Independence Federal Svgs Bank 6.15 20.18
PBCI Pamrapo Bancorp Inc. 4.21 57.47
PHFC Pittsburgh Home Financial Corp 1.33 240.35
SKAN Skaneateles Bancorp Inc. 1.46 23.61
WYNE Wayne Bancorp Inc. 0.78 13.89
Comparable Average 2.12 53.41
Comparable Median 1.69 25.48
All Public Average 1.51 46.94
All Public Median 1.50 29.41
New Jersey Average 1.58 29.10
New Jersey Median 1.23 24.39
</TABLE>
16
<PAGE>
Exhibit 7
MHC Industry Multiples
Pricing Data as of March 3, 1998
<TABLE>
<CAPTION>
--------------------------------------------------------------------
Current Price in Relation to
Current Current --------------------------------------------------------------------
Stock Market Price/LTM Price/ Tangible
Price Value Earnings LTM EPS Core EPS Core Book Value Book Value Assets
Ticker Short Name ($) ($M) (x) (x) (x) (x) (%) (%) (%)
- -------------------------------------------------------------------------------------------------------------------------------
MHCs
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CMSV Community Savings Bnkshrs (MHC) 36.25 184.69 29.23 33.56 36.62 39.40 223.49 223.49 26.04
FFFL Fidelity Bankshares Inc. (MHC) 32.75 222.21 27.29 34.84 40.94 37.22 258.89 260.54 21.24
SKBO First Carnegie Deposit (MHC) 18.63 42.84 77.60 NA NA 116.41 173.42 173.42 29.82
FFSX First Fed SB of Siouxland (MHC) 35.50 100.62 31.70 29.83 30.87 32.87 247.56 249.47 21.92
FSLA First Savings Bank (MHC) 45.38 363.74 36.59 39.12 37.19 36.59 357.85 391.84 34.66
GDVS Greater Delaware Valley (MHC) 31.00 101.45 59.62 50.00 50.00 59.62 347.92 347.92 38.95
HARB Harbor Florida Bancorp (MHC) 71.75 358.36 22.15 25.18 26.09 24.91 354.50 365.33 31.64
HARS Harris Financial Inc. (MHC) 20.75 701.15 64.84 39.90 56.08 86.46 392.25 439.62 31.85
JXSB Jacksonville Savings Bk (MHC) 23.00 43.89 57.50 46.00 57.50 95.83 250.82 250.82 26.12
LFED Leeds Federal Bankshares (MHC) 22.00 114.01 34.38 33.33 33.33 34.38 235.29 235.29 39.13
NWSB Northwest Bancorp Inc. (MHC) 15.63 731.21 35.51 37.20 37.20 35.51 351.91 396.57 32.52
PBHC Pathfinder Bancorp Inc. (MHC) 21.00 60.37 65.63 32.31 37.50 105.00 256.10 302.16 30.72
PBCT People's Bank (MHC) 38.06 2,328.03 23.21 25.21 43.25 43.25 327.85 329.55 28.45
TSBS Peoples Bancorp Inc. (MHC) 42.75 386.74 62.87 52.13 70.08 62.87 351.56 389.34 60.39
PHSB Peoples Home Savings Bk (MHC) 19.00 52.44 26.39 NA NA 27.94 183.22 183.22 24.08
PERT Perpetual Bank (MHC) 65.00 98.08 39.63 50.00 43.33 39.63 320.35 320.35 33.58
PFSL Pocahontas FS&LA (MHC) 44.25 72.23 32.54 30.73 31.16 33.52 291.89 291.89 18.55
PULB Pulaski Bank, Svgs Bank (MHC) 49.13 103.01 55.82 53.98 61.41 61.41 425.69 425.69 57.08
PLSK Pulaski Savings Bank (MHC) 18.25 38.47 41.48 NA NA 41.48 177.36 177.36 21.17
SBFL SB of the Finger Lakes (MHC) 15.50 55.34 64.58 67.39 103.33 77.50 260.07 260.07 24.27
WAYN Wayne Savings Bancshares (MHC) 29.50 66.59 36.88 35.54 38.31 40.97 275.19 275.19 26.10
WCFB Webster City Federal SB (MHC) 20.50 43.24 32.03 31.54 31.54 32.03 193.40 193.40 45.46
MHC Average 278.38 43.52 40.34 45.70 52.95 280.00 289.88 31.26
MHC Median 101.45 36.74 36.37 39.63 40.30 260.00 275.19 29.82
</TABLE>
<TABLE>
<CAPTION>
Current LTM
Dividend Dividend
Yield Payout Ratio
Ticker Short Name (%) (%)
- --------------------------------------------------------------
MHCs
<S> <C> <C> <C>
CMSV Community Savings Bnkshrs (MHC) 2.48 81.02
FFFL Fidelity Bankshares Inc. (MHC) 2.75 87.77
SKBO First Carnegie Deposit (MHC) 1.61 NA
FFSX First Fed SB of Siouxland (MHC) 1.35 40.34
FSLA First Savings Bank (MHC) 1.06 36.99
GDVS Greater Delaware Valley (MHC) 1.16 58.06
HARB Harbor Florida Bancorp (MHC) 1.95 49.12
HARS Harris Financial Inc. (MHC) 1.06 38.44
JXSB Jacksonville Savings Bk (MHC) 1.30 55.02
LFED Leeds Federal Bankshares (MHC) 2.55 78.80
NWSB Northwest Bancorp Inc. (MHC) 1.02 38.10
PBHC Pathfinder Bancorp Inc. (MHC) 0.89 26.66
PBCT People's Bank (MHC) 2.00 44.60
TSBS Peoples Bancorp Inc. (MHC) 0.82 42.68
PHSB Peoples Home Savings Bk (MHC) 1.26 NA
PERT Perpetual Bank (MHC) 2.15 103.85
PFSL Pocahontas FS&LA (MHC) 2.03 62.50
PULB Pulaski Bank, Svgs Bank (MHC) 2.24 115.38
PLSK Pulaski Savings Bank (MHC) 1.64 NA
SBFL SB of the Finger Lakes (MHC) 1.29 86.96
WAYN Wayne Savings Bancshares (MHC) 2.10 74.49
WCFB Webster City Federal SB (MHC) 3.90 123.08
MHC Average 1.78 65.67
MHC Median 1.64 60.28
</TABLE>
1
<PAGE>
Exhibit 8 No Foundation
Axia Federal Savings Bank
Pro-Forma Analysis Sheet - Twelve Months Ended
December 31, 1997
Includes SOP 93-6
<TABLE>
<CAPTION>
Bank Comparables State National
----- --------------- --------------- ---------------
Mean Median Mean Median Mean Median
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Min 11.24
Price-Earnings Ratio P/E Mid 12.66 18.33 16.56 23.97 18.57 23.93 20.41
- ------------------------ Max 13.89
Smax 15.15
Min 65.96%
Price-to-Book Ratio P/B Mid 70.37% 143.75% 150.31% 190.85% 160.59% 176.79% 157.54%
- ----------------------- Max 74.07%
Smax 77.58%
Min 65.96%
Price-to-Tangible Book Ratio P/TB Mid 70.37% 146.71% 152.61% 200.07% 177.36% 184.17% 162.12%
- --------------------------------- Max 74.07%
Smax 77.58%
Min 10.50%
Price-to-Assets Ratio P/A Mid 12.15% 13.12% 11.42% 21.58% 19.49% 20.72% 18.70%
- ------------------------- Max 13.75%
Smax 15.53%
</TABLE>
Page 1
<PAGE>
Exhibit 8 (continued) No Foundation
Valuation Parameters
- --------------------------------------------------------------------------------
Prior Twelve Mos. Earning Base Y
Period Ended December 31, 1997 $ 1,553 (1)
- --------------------------------------------------------------------------------
Pre-Conversion Book Value B
As of December 31, 1997 $ 16,541
- --------------------------------------------------------------------------------
Pre-Conversion Assets A
As of December 31, 1997 $217,437
- --------------------------------------------------------------------------------
Return on Money R 3.50%(2)
- --------------------------------------------------------------------------------
Conversion Expenses $ 600
X 2.03%(3)
- --------------------------------------------------------------------------------
Proceeds Not Invested $ 3,540 (4)
- --------------------------------------------------------------------------------
Estimated ESOP Borrowings $ 2,360
ESOP Purchases E 8.00%(5)
Cost of ESOP Borrowings $ 236 (5)
Cost of ESOP Borrowings S 0.00%(5)
Amort of ESOP Borrowings T 10 Years
- --------------------------------------------------------------------------------
Amort of MRP Amount N 5 Years
Estimated MRP Amount $ 1,180 (6)
MRP Purchases M 4.00%
MRP Expense $ 236
- --------------------------------------------------------------------------------
Foundation Amount $ -- (7)
Foundation Amount F 0.00 0.00%
Foundation Opportunity Cost $ --
Tax Benefit Z $ -- (8)
- --------------------------------------------------------------------------------
Tax Rate TAX 37.00%
- --------------------------------------------------------------------------------
Percentage Sold PCT 100.00%
- --------------------------------------------------------------------------------
Amount to be issued to Public $ 29,500 (9)
- --------------------------------------------------------------------------------
Earnings Multiple (1 if stub period, 0 if full twelve months) 12 0
- --------------------------------------------------------------------------------
(1) Net income for the twelve months ended December 31, 1997.
(2) Net Return assumes a reinvestment rate of 5.55 percent (the 1 year Treasury
at December 31, 1997), and a tax rate of 37%.
(3) Conversion expenses reflect estimated expenses as presented in the offering
document.
(4) Includes Stock from ESOP and MRP.
(5) Assumes ESOP is amortized straight line over 10 years.
(6) Assumes MRP is amortized straight line over 5 years.
(7) Not applicable.
(8) Not Applicable.
(9) The amount to be offered to public.
Page 2
<PAGE>
Exhibit 8 (continued) No Foundation
Pro Forma Calculation
Calculation of Estimated Value (V) at Midpoint Value
3. V= P/E*Y = $29,500,000
-----
1-P/E*PCT*((1-X-E-M-F)*R-(1-TAX)*E/T-(1-TAX)*M/N)
2. V= P/B*(B+Z) = $29,500,000
---------
1-P/B*PCT*(1-X-E-M-F)
1. V= P/A*A = $29,500,000
-----
1-P/A*PCT*(1-X-E-M-F)
Total Shares Price Total
Conclusion Shares Per Share Value
- ---------- ------------ --------- -----
Appraised Value - Midpoint 2,950,000 $10 $29,500,000
Range:
- Minimum 2,507,500 $10 25,075,000
- Maximum 3,392,500 10 33,925,000
- Super Maximum 3,901,375 10 39,013,750
Pre Foundation
------------------------------------------------------
Appraised Value
------------------------------------------------------
Conclusion Minimum Midpoint Maximum SuperMaximum*
----------- ----------- ----------- -------------
Total Shares 2,507,500 2,950,000 3,392,500 3,901,375
Price per Share $ 10 $ 10 $ 10 $ 10
Full Conversion Value $25,075,000 $29,500,000 $33,925,000 $39,013,750
Exchange Shares 0 0 0 0
Exchange Percent 0.00% 0.00% 0.00% 0.00%
Conversion Shares 2,507,500 2,950,000 3,392,500 3,901,375
Conversion Percent 100.00% 100.00% 100.00% 100.00%
Gross Proceeds $25,075,000 $29,500,000 $33,925,000 $39,013,750
Exchange Value $ -- $ -- $ -- $ --
Exchange Ratio 0.0000 0.0000 0.0000 0.0000
------------------------------------------------------
* SuperMaximum is an overallotment option that is 15% above the maximum amount.
Page 3
<PAGE>
Exhibit 8 (continued) No Foundation
Proforma Effect of Conversion Proceeds
As of December 31, 1997
(Dollars in Thousands)
-------------------------------------------
Minimum Midpoint Maximum SuperMax
- ----------------------------------- -------------------------------------------
Conversion Proceeds
- -----------------------------------
Total Shares Offered 2,507,500 2,950,000 3,392,500 3,901,375
Conversion Shares Offered 2,507,500 2,950,000 3,392,500 3,901,375
Price Per Share $ 10 $ 10 $ 10 $ 10
-------------------------------------------
Gross Proceeds $ 25,075 $ 29,500 $ 33,925 $ 39,014
Plus: Value issued to Foundation (9) -- -- -- --
-------------------------------------------
Pro Forma Market Capitalization 25,075 29,500 33,925 39,014
===========================================
Gross Proceeds 25,075 29,500 33,925 39,014
Less: Est. Conversion Expenses 600 600 600 600
-------------------------------------------
Net Proceeds $ 24,475 $ 28,900 $ 33,325 $ 38,414
===========================================
- -----------------------------------
Estimated Income from Proceeds
- -----------------------------------
Net Conversion Proceeds $ 24,475 $ 28,900 $ 33,325 $ 38,414
Less: ESOP Adjustment (3) 2,006 2,360 2,714 3,121
Less: MRP Adjustment (3) 1,003 1,180 1,357 1,561
-------------------------------------------
Net Proceeds Reinvested $ 21,466 $ 25,360 $ 29,254 $ 33,732
Estimated Incremental Rate of Return 3.50% 3.50% 3.50% 3.50%
-------------------------------------------
Estimated Incremental Return $ 751 $ 888 $ 1,024 $ 1,181
Less: Cost of ESOP (4) -- -- -- --
Less: Amortization of ESOP (7) 126 149 171 197
Less: MRP Adjustment (7) 126 149 171 197
-------------------------------------------
Pro-forma Net Income 499 590 682 787
Earnings Before Conversion 1,553 1,553 1,553 1,553
-------------------------------------------
Earnings Excluding Adjustment 2,052 2,143 2,235 2,340
Earnings Adjustment (6) -- -- -- --
-------------------------------------------
Earnings After Conversion $ 2,052 $ 2,143 $ 2,235 $ 2,340
-------------------------------------------
Page 4
<PAGE>
Exhibit 8 (continued) No Foundation
Proforma Effect of Conversion Proceeds
As of December 31, 1997
(Dollars in Thousands)
-------------------------------------------
Minimum Midpoint Maximum SuperMax
- ----------------------------------- -------------------------------------------
Pro-forma Net Worth
- -----------------------------------
Net Worth at December 31, 1997 $ 16,541 $ 16,541 $ 16,541 $ 16,541
Net Conversion Proceeds 24,475 28,900 33,325 38,414
Plus: MHC Adjustment (7) -- -- -- --
Plus: After tax Foundation Contribution -- -- -- --
Less: ESOP Adjustment (1) (2,006) (2,360) (2,714) (3,121)
Less: MRP Adjustment (2) (1,003) (1,180) (1,357) (1,561)
-------------------------------------------
Pro-forma Net Worth $ 38,007 $ 41,901 $ 45,795 $ 50,273
- ---------------------------------
Pro-forma Tangible Net Worth
- ---------------------------------
Pro-forma Net Worth $ 38,007 $ 41,901 $ 45,795 $ 50,273
Less: Intangible (5) -- -- -- --
-------------------------------------------
Pro-forma Tangible Net Worth $ 38,007 $ 41,901 $ 45,795 $ 50,273
- ---------------------------------
Pro-forma Assets
- ---------------------------------
Total Assets at December 31, 1997 $ 217,437 $ 217,437 $ 217,437 $ 217,437
Net Conversion Proceeds 24,475 28,900 33,325 38,414
Plus: MHC Adjustment (7) -- -- -- --
Plus: Tax Benefit of Foundation -- -- -- --
Less: ESOP Adjustment (1) (2,006) (2,360) (2,714) (3,121)
Less: MRP Adjustment (2) (1,003) (1,180) (1,357) (1,561)
-------------------------------------------
Pro-forma Assets Excluding Adjustment 238,903 242,797 246,691 251,169
Plus: Adjustment (6) -- -- -- --
-------------------------------------------
Pro-forma Total Assets $ 238,903 $ 242,797 $ 246,691 $ 251,169
-------------------------------------------
- ---------------------------------
Stockholder's Equity Per Share
- ---------------------------------
Net Worth at December 31, 1997 $ 6.60 $ 5.61 $ 4.88 $ 4.24
Estimated Net Proceeds 9.76 9.80 9.82 9.85
Plus: MHC Adjustment -- -- -- --
Plus: Foundation Contribution -- -- -- --
Less: ESOP Stock (0.80) (0.80) (0.80) (0.80)
Less: MRP Stock (0.40) (0.40) (0.40) (0.40)
-------------------------------------------
Pro-forma Net Worth Per Share 15.16 14.21 13.50 12.89
Less: Intangible -- -- -- --
-------------------------------------------
Pro-forma Tangible Net Worth
Per Share $ 15.16 $ 14.21 $ 13.50 $ 12.89
-------------------------------------------
Page 5
<PAGE>
Exhibit 8 (continued) No Foundation
Proforma Effect of Conversion Proceeds
As of December 31, 1997
(Dollars in Thousands)
-------------------------------------------
Minimum Midpoint Maximum SuperMax
- ----------------------------------- -------------------------------------------
Net Earnings Per Share
- -----------------------------------
Historical Earnings Per Share (8) $ 0.67 $ 0.57 $ 0.49 $ 0.43
Incremental return Per Share (8) 0.32 0.32 0.33 0.33
ESOP Adjustment Per Share (8) (0.05) (0.05) (0.05) (0.05)
MRP Adjustment Per Share (8) (0.05) (0.05) (0.05) (0.05)
Normalizing Adjustment Per Share -- -- -- --
-------------------------------------------
Proforma Earnings Per Share (8) $ 0.89 $ 0.79 $ 0.72 $ 0.66
- ---------------------------------
Shares Utilized
- ---------------------------------
Shares Utilized 2,327 2,738 3,149 3,620
- ---------------------------------
Pro-forma Ratios
- ---------------------------------
Price/EPS without Adjustment 11.24 12.66 13.89 15.15
Price/EPS with Adjustment 11.24 12.66 13.89 15.15
Price/Book Value per Share 65.96% 70.37% 74.07% 77.58%
Price/Tangible Book Value 65.96% 70.37% 74.07% 77.58%
Market Value/Assets 10.50% 12.15% 13.75% 15.53%
-------------------------------------------
(1) ESOP Borrowings are deducted from net worth and assets, and amortized over
10 years.
(2) MRP Borrowings are omitted from net worth and assets, and amortized over 5
years.
(3) Consists of ESOP and MRP amortization.
(4) The ESOP loan is from the Holding Company and therefore, there are no
costs.
(5) Not applicable.
(6) Not applicable.
(7) ESOP and MRP are amortized over 10 and 5 years respectively, and tax
impacted at 37%.
(8) All EPS computations are done in accordance with SOP 93-6.
(9) Not applicable.
Page 6
<PAGE>
Exhibit 8 (continued) No Foundation
- ---------------------------------
Expense Calculations
- ---------------------------------
Total Shares Offered 2,508 2,950 3,393 3,901
Price Per Share $ 10 $ 10 $ 10 $ 10
-------------------------------------------
Gross Proceeds $ 25,075 $ 29,500 $ 33,925 $ 39,014
Estimated Insider Purchases -- -- -- --
ESOP Purchases (2,006) (2,360) (2,714) (3,121)
-------------------------------------------
Proceeds to Base Fee On $ 23,069 $ 27,140 $ 31,211 35,893
Underwriters Percentage 0.00% 0.00% 0.00% 0.00%
-------------------------------------------
Underwriters Fee $ -- $ -- $ -- $ --
Advisory Fee -- -- -- --
-------------------------------------------
Total Underwriters Fee -- -- -- --
All Other Expenses 600 600 600 600
-------------------------------------------
Total Expense $ 600 $ 600 $ 600 $ 600
- ---------------------------------
Shares Calculations
- ---------------------------------
Shares Outstanding 2,508 2,950 3,393 3,901
Less: New ESOP Adjustment 201 236 271 312
Less: Old ESOP Adjustment (1) 0 0 0 0
Plus: New SOP 93-6 ESOP Shares (2) 20 24 27 31
Plus: Old SOP 93-6 ESOP Shares (2) 0 0 0 0
-- -- -- --
Shares for all EPS Calculations 2,327 2,738 3,149 3,620
Post Foundation
---------------------------------------------------
Appraised Value
---------------------------------------------------
Conclusion Minimum Midpoint Maximum SuperMaximum
----------- ----------- ----------- ------------
Shares Issued and Exchanged 2,507,500 2,950,000 3,392,500 3,901,375
Price per Share $ 10 $ 10 $ 10 $ 10
Shares Issued to Foundation -- -- -- --
Total Shares 2,507,500 2,950,000 3,392,500 3,901,375
Exchange Shares -- -- -- --
Conversion Shares 2,507,500 2,950,000 3,392,500 3,901,375
Implied Exhange Ratio -- -- -- --
Gross Proceeds $25,075,000 $29,500,000 $33,925,000 $39,013,750
Exchange Value $ -- $ -- $ -- $ --
---------------------------------------------------
Page 7
<PAGE>
Exhibit 8 (continued) No Foundation
- ---------------------------------
MRP Dilution
- --------------------------------------------------------------------------------
Shares Outstanding 2,508 2,950 3,393 3,901
Less: New ESOP Adjustment 201 236 271 312
Less: Old ESOP Adjustment 0 0 0 0
Plus: New MRP issued (1) 100 118 136 156
Plus: New SOP 93-6 ESOP Shares (2) 20 24 27 31
Plus: Old SOP 93-6 ESOP Shares 0 0 0 0
(2)
Shares for all EPS Calculations 2,427 2,856 3,284 3,776
EPS $ 0.86 $ 0.76 $ 0.69 $ 0.63
BV/Share $ 14.57 $ 13.66 $ 12.98 $ 12.39
Voting Dilution 4.31% 4.31% 4.31% 4.31%
- --------------------------------------------------------------------------------
- ---------------------------------
Option Dilution
- --------------------------------------------------------------------------------
Shares Outstanding 2,508 2,950 3,393 3,901
Less: New ESOP Adjustment 201 236 271 312
Less: Old ESOP Adjustment 0 0 0 0
Plus: Options (1) 251 295 339 390
Plus: New SOP 93-6 ESOP Shares (2) 20 24 27 31
Plus: Old SOP 93-6 ESOP Shares (2) 0 0 0 0
Shares for all EPS Calculations 2,577 3,033 3,488 4,011
EPS $ 0.80 $ 0.71 $ 0.64 $ 0.58
BV/Share $ 14.69 $ 13.82 $ 13.18 $ 12.62
Voting Dilution 10.78% 10.77% 10.77% 10.78%
- --------------------------------------------------------------------------------
Page 8
<PAGE>
Exhibit 9 MHC
Axia Federal Savings Bank
Pro-Forma Analysis Sheet - Twelve Months Ended
December 31, 1997
Includes SOP 93-6
<TABLE>
<CAPTION>
Bank Comparables State National
----- --------------- --------------- ---------------
Mean Median Mean Median Mean Median
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$25,075,000 13.51
Price-Earnings Ratio P/E $29,500,000 15.63 18.33 16.56 23.97 18.57 23.93 20.41
- ------------------------ $29,500,000 15.63
$33,925,000 17.54
$39,013,750 19.61
$25,075,000 95.33%
Price-to-Book Ratio P/B $29,500,000 104.82% 143.75% 150.31% 190.85% 160.59% 176.79% 157.54%
- ----------------------- $29,500,000 104.82%
$33,925,000 113.25%
$39,013,750 121.65%
$25,075,000 95.33%
Price-to-Tangible Book Ratio P/TB $29,500,000 104.82% 146.71% 152.61% 200.07% 177.36% 184.17% 162.12%
- --------------------------------- $29,500,000 104.82%
$33,925,000 113.25%
$39,013,750 121.65%
$25,075,000 11.04%
Price-to-Assets Ratio P/A $29,500,000 12.88% 13.12% 11.42% 21.58% 19.49% 20.72% 18.70%
- ------------------------- $29,500,000 12.88%
$33,925,000 14.70%
$39,013,750 16.74%
</TABLE>
Page 1
<PAGE>
Exhibit 9 (continued) MHC
Valuation Parameters
- --------------------------------------------------------------------------------
Twelve Months Ended Y
Period Ended December 31, 1997 $ 1,553 (1)
- --------------------------------------------------------------------------------
Pre-Conversion Book Value B
As of December 31, 1997 $ 16,541
- --------------------------------------------------------------------------------
Pre-Conversion Assets A
As of December 31, 1997 $217,437
- --------------------------------------------------------------------------------
Return on Money R 3.50%(2)
- --------------------------------------------------------------------------------
Conversion Expenses $ 600
X 4.33%(3)
- --------------------------------------------------------------------------------
Proceeds Not Invested $ 1,664 (4)
- --------------------------------------------------------------------------------
Estimated ESOP Borrowings $ 1,109
ESOP Purchases E 8.00%(5)
Cost of ESOP Borrowings $ 111 (5)
Cost of ESOP Borrowings S 0.00%(5)
Amort of ESOP Borrowings T 10 Years
- --------------------------------------------------------------------------------
Amort of MRP Amount N 5 Years
Estimated MRP Amount $ 555 (6)
MRP Purchases M 4.00%
MRP Expense $ 111
- --------------------------------------------------------------------------------
Foundation Amount $ --
Foundation Amount F 0.00%
- --------------------------------------------------------------------------------
Tax Rate TAX 37.00%
- --------------------------------------------------------------------------------
Percentage Sold PCT 47.00%
- --------------------------------------------------------------------------------
Tax Benefit Z $ 0
- --------------------------------------------------------------------------------
Earnings Multiple (1 if stub period, 0 if full twelve months) 12 0
- --------------------------------------------------------------------------------
(1) Net income for the twelve months ended December 31, 1997.
(2) Net Return assumes a reinvestment rate of 5.55 percent (the 1 year Treasury
at December 31, 1997), and a tax rate of 37%.
(3) Conversion expenses reflect estimated expenses as presented in the offering
document.
(4) Includes Stock from ESOP and MRP.
(5) Assumes ESOP is amortized straight line over 10 years at a cost of 0.00%.
(6) Assumes MRP is amortized straight line over 5 years.
Page 2
<PAGE>
Exhibit 9 (continued) MHC
Pro Forma Calculation
Calculation of Estimated Value (V) at Midpoint Value
3. V= P/E*Y = $13,865,000
-----
1-P/E*PCT*((1-X-E-M-F)*R-(1-TAX)*E/T-(1-TAX)*M/N)
2. V= P/B*(B+Z) = $13,865,000
---------
1-P/B*PCT*(1-X-E-M-F)
1. V= P/A*A = $13,865,000
-----
1-P/A*PCT*(1-X-E-M-F)
Total Price Total
Conclusion Shares Per Share Value
- ---------- --------- --------- -----------
Appraised Value - $25,075,000 at 47% 1,178,525 $10 $11,785,250
Appraised Value - $29,500,000 at 47% 1,386,500 $10 $13,865,000
Appraised Value - $29,500,000 at 47% 1,386,500 $10 $13,865,000
Appraised Value - $33,925,000 at 47% 1,594,475 $10 $15,944,750
Appraised Value - $39,013,750 at 47% 1,833,646 $10 $18,336,463
Page 3
<PAGE>
Exhibit 9 (continued) MHC
Proforma Effect of Conversion Proceeds
As of December 31, 1997
<TABLE>
<CAPTION>
$25,075,000 $29,500,000 $29,500,000 $33,925,000 $39,013,750
Independent Independent Independent Independent Independent
Valuation Valuation Valuation Valuation Valuation
(Dollars in Thousands, Except Per Share Amounts)
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Minority % 47% 47% 47% 47% 47%
---------------------------------------------------------------
Minority Shares 1,178,525 1,386,500 1,386,500 1,594,475 1,833,646
- ----------------------------------- ---------------------------------------------------------------
Conversion Proceeds 2,508 2,950 2,950 3,393 3,901
- ----------------------------------- ---------------------------------------------------------------
Shares Offered 1,179 1,387 1,387 1,594 1,834
Price Per Share $ 10 $ 10 $ 10 $ 10 $ 10
---------------------------------------------------------------
Gross Proceeds $11,785 $13,865 $13,865 $15,945 $18,336
Plus: Value issued to Foundation (9) $ 0 $ 0 $ 0 $ 0 $ 0
---------------------------------------------------------------
Pro Forma Market Capitalization $11,785 $13,865 $13,865 $15,945 $18,336
===============================================================
Gross Proceeds $11,785 $13,865 $13,865 $15,945 $18,336
Less: Est. Conversion Expenses $ 600 $ 600 $ 600 $ 600 $ 600
---------------------------------------------------------------
Net Proceeds $11,185 $13,265 $13,265 $15,345 $17,736
- -----------------------------------
Estimated Income from Proceeds
- -----------------------------------
Net Conversion Proceeds $11,185 $13,265 $13,265 $15,345 $17,736
Less: ESOP Adjustment (3) $ 943 $ 1,109 $ 1,109 $ 1,276 $ 1,467
Less: MRP Adjustment (3) $ 471 $ 555 $ 555 $ 638 $ 733
---------------------------------------------------------------
Net Proceeds Reinvested $ 9,771 $11,601 $11,601 $13,431 $15,536
Estimated Incremental Rate of Return 3.50% 3.50% 3.50% 3.50% 3.50%
---------------------------------------------------------------
Estimated Incremental Return $ 342 $ 406 $ 406 $ 470 $ 543
Less: Interest Cost of ESOP (4) $ 0 $ 0 $ 0 $ 0 $ 0
Less: Amortization of ESOP (7) $ 59 $ 70 $ 70 $ 80 $ 92
Less: Amortization of MRP (8) $ 59 $ 70 $ 70 $ 80 $ 92
---------------------------------------------------------------
Pro-forma Net Income $ 224 $ 266 $ 266 $ 310 $ 359
Earnings Before Conversion $ 1,553 $ 1,553 $ 1,553 $ 1,553 $ 1,553
---------------------------------------------------------------
Earnings Excluding Adjustment $ 1,777 $ 1,819 $ 1,819 $ 1,863 $ 1,912
Earnings Adjustment (6) $ 0 $ 0 $ 0 $ 0 $ 0
---------------------------------------------------------------
Earnings After Conversion $ 1,777 $ 1,819 $ 1,819 $ 1,863 $ 1,912
---------------------------------------------------------------
</TABLE>
Page 4
<PAGE>
Exhibit 9 (continued) MHC
Proforma Effect of Conversion Proceeds
As of December 31, 1997
<TABLE>
<CAPTION>
$25,075,000 $29,500,000 $29,500,000 $33,925,000 $39,013,750
Independent Independent Independent Independent Independent
Valuation Valuation Valuation Valuation Valuation
(Dollars in Thousands, Except Per Share Amounts)
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- -----------------------------------
Pro-forma Net Worth
- -----------------------------------
Net Worth at December 31, 1997 $ 16,541 $ 16,541 $ 16,541 $ 16,541 $ 16,541
Net Conversion Proceeds $ 11,185 $ 13,265 $ 13,265 $ 15,345 $ 17,736
Less: ESOP Adjustment (1) (943) (1,109) (1,109) (1,276) (1,467)
Less: MRP Adjustment (2) (471) (555) (555) (638) (733)
---------------------------------------------------------------
Pro-forma Net Worth $ 26,312 $ 28,142 $ 28,142 $ 29,972 $ 32,077
- -----------------------------------
Pro-forma Tangible Net Worth
- -----------------------------------
Pro-forma Net Worth $ 26,312 $ 28,142 $ 28,142 $ 29,972 $ 32,077
Less: Intangible (5) $ 0 $ 0 $ 0 $ 0 $ 0
---------------------------------------------------------------
Pro-forma Tangible Net Worth $ 26,312 $ 28,142 $ 28,142 $ 29,972 $ 32,077
- ----------------------------------- ---------------------------------------------------------------
Pro-forma Assets
- -----------------------------------
Total Assets at December 31, 1997 $217,437 $217,437 $217,437 $217,437 $217,437
Net Conversion Proceeds $ 11,185 $ 13,265 $ 13,265 $ 15,345 $ 17,736
Less: ESOP Adjustment (1) (943) (1,109) (1,109) (1,276) (1,467)
Less: MRP Adjustment (2) (471) (555) (555) (638) (733)
---------------------------------------------------------------
Pro-forma Assets Excluding Adjustment 227,208 229,038 229,038 230,868 232,973
Plus: Adjustment (6) 0 0 0 0 0
---------------------------------------------------------------
Pro-forma Total Assets $227,208 $229,038 $229,038 $230,868 $232,973
- -----------------------------------
Per Share Data
- -----------------------------------
Net Worth at December 31, 1997 $ 6.60 $ 5.61 $ 5.61 $ 4.88 $ 4.24
Estimated Net Proceeds $ 4.46 $ 4.50 $ 4.50 $ 4.52 $ 4.55
Less: ESOP Stock $(0.38) $(0.38) $(0.38) $(0.38) $(0.38)
Less: MRP Stock $(0.19) $(0.19) $(0.19) $(0.19) $(0.19)
------ ------ ------ ------ ------
Pro-forma Net Worth Per Share $10.49 $ 9.54 $ 9.54 $ 8.83 $ 8.22
Less: Intangible $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
------ ------ ------ ------ ------
Pro-forma Tangible Net Worth Per Share $10.49 $ 9.54 $ 9.54 $ 8.83 $ 8.22
---------------------------------------------------------------
</TABLE>
Page 5
<PAGE>
Exhibit 9 (continued) MHC
Proforma Effect of Conversion Proceeds
As of December 31, 1997
<TABLE>
<CAPTION>
$25,075,000 $29,500,000 $29,500,000 $33,925,000 $39,013,750
Independent Independent Independent Independent Independent
Valuation Valuation Valuation Valuation Valuation
(Dollars in Thousands, Except Per Share Amounts)
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Historical Earnings Per Share (8) $ 0.64 $ 0.54 $ 0.54 $ 0.47 $ 0.41
Incremental return Per Share (8) $ 0.14 $ 0.14 $ 0.14 $ 0.14 $ 0.14
ESOP Adjustment Per Share (8) $(0.02) $(0.02) $(0.02) $(0.02) $(0.02)
MRP Adjustment Per Share (8) $(0.02) $(0.02) $(0.02) $(0.02) $(0.02)
Normalizing Adjustment Per Share $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
------ ------ ------ ------ ------
Proforma Earnings Per Share (8) $ 0.74 $ 0.64 $ 0.64 $ 0.57 $ 0.51
Shares Utilized for EPS (8) 2,423 2,850 2,850 3,278 3,769
Shares Utilized for Stockholders Equity (9) 2,508 2,950 2,950 3,393 3,901
- ---------------------------------------
Pro-forma Ratios
- ---------------------------------------
Price/EPS without Adjustment 13.51 15.63 15.63 17.54 19.61
Price/EPS with Adjustment 13.51 15.63 15.63 17.54 19.61
Price/Book Value per Share 95.33% 104.82% 104.82% 113.25% 121.65%
Price/Tangible Book Value 95.33% 104.82% 104.82% 113.25% 121.65%
Market Value/Assets 11.04% 12.88% 12.88% 14.70% 16.74%
---------------------------------------------------------------
</TABLE>
(1) ESOP Borrowings are deducted from net worth and assets, and amortized over
10 years.
(2) MRP Borrowings are omitted from net worth and assets, and amortized over 5
years.
(3) Consists of ESOP and MRP amortization.
(4) The ESOP loan is from the Holding Company and therefore, there are no
costs.
(5) Not applicable.
(6) Not applicable.
(7) ESOP and MRP are amortized over 10 and 5 years respectively, and tax
impacted at 37%.
(8) All EPS computations are done in accordance with SOP 93-6.
(9) All other per share computations assume the MRP plan is issued, not bought
in the open market.
Page 6
<PAGE>
Exhibit 9 (continued) MHC
Shares Offered 1,179 1,387 1,387 1,594 1,834
Price Per Share 10 10 10 10 10
----------------------------------------------
Gross Proceeds 11,790 13,870 13,870 15,940 18,340
Estimated Insider Purchases 0 0 0 0 0
ESOP Purchases -943 -1,109 -1,109 -1,276 -1,467
----------------------------------------------
Proceeds to Base Fee On 10,847 12,761 12,761 14,664 16,873
Underwriters Percentage 0.00% 0.00% 0.00% 0.00% 0.00%
----------------------------------------------
Underwriters Fee 0 0 0 0 0
Advisory Fee 0 0 0 0 0
----------------------------------------------
Total Underwriters Fee 0 0 0 0 0
All Other Expenses 600 600 600 600 600
----------------------------------------------
Total Expense 600 600 600 600 600
Full Shares 2,508 2,950 2,950 3,393 3,901
Shares Outstanding 1,179 1,387 1,387 1,594 1,834
Less: ESOP Adjustment 94 111 111 128 147
Plus: SOP 93-6 ESOP Shares 9 11 11 13 15
----------------------------------------------
Shares for all EPS Calculations 2,423 2,850 2,850 3,278 3,769
<TABLE>
<CAPTION>
Post Foundation
---------------------------------------------------------------
Appraised Value
---------------------------------------------------------------
$25,075,000 $29,500,000 $29,500,000 $33,925,000 $39,013,750
---------------------------------------------------------------
Conclusion 47% 47% 47% 47% 47%
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Shares Issued and Exchanged 25,075 29,500 29,500 33,925 39,014
Price per Share $ 10 $ 10 $ 10 $ 10 $ 10
Shares Issued to Foundation -- -- -- -- --
Total Shares 25,075 29,500 29,500 33,925 39,014
Exchange Shares 1 -- -- -- -- --
Conversion Shares 25,075 29,500 29,500 33,925 39,014
Implied Exhange Ratio -- -- -- -- --
Gross Proceeds $250,750 $295,000 $295,000 $339,250 $390,138
Exchange Value $ 0 $ 0 $ 0 $ 0 $ 0
---------------------------------------------------------------
</TABLE>
Page 7
<PAGE>
Exhibit 9 (continued) MHC
- ---------------------------------
MRP Dilution
- --------------------------------------------------------------------------------
Shares Outstanding 2,508 2,950 2,950 3,393 3,901
Less: New ESOP Adjustment 94 111 111 128 147
Plus: New MRP issued (1) 47 56 56 64 73
Plus: New SOP 93-6 ESOP Shares (2) 9 11 11 13 15
Shares for all EPS Calculations 2,470 2,906 2,906 3,342 3,842
EPS $ 0.72 $ 0.63 $ 0.63 $ 0.56 $ 0.50
BV/Share $10.30 $ 9.36 $ 9.36 $ 8.67 $ 8.07
Voting Dilution 1.94% 1.96% 1.96% 1.95% 1.94%
- --------------------------------------------------------------------------------
- ---------------------------------
Option Dilution
- --------------------------------------------------------------------------------
Shares Outstanding 2,508 2,950 2,950 3,393 3,901
Less: New ESOP Adjustment 94 111 111 128 147
Plus: Options (1) 118 139 139 159 183
Plus: New SOP 93-6 ESOP Shares (2) 9 11 11 13 15
Shares for all EPS Calculations 2,541 2,989 2,989 3,437 3,952
EPS $ 0.70 $ 0.61 $ 0.61 $ 0.54 $ 0.48
BV/Share $10.02 $ 0.59 $ 0.59 $ 0.52 $ 0.47
Voting Dilution 4.87% 4.88% 4.88% 4.85% 4.86%
- --------------------------------------------------------------------------------
Page 8
<PAGE>
Exhibit 10
[LOGO OMITTED]
- ------------------------
About the Firm
- ------------------------
FinPro, Inc. was established in 1988 as a full service management consulting
firm specializing in providing advisory services to the Financial Institutions
Industry. FinPro provides management advisory services for Banks, Thrifts,
Finance Companies and NonBank Banks. Additionally, FinPro has performed work for
the Federal Bankruptcy Court, Federal Deposit Insurance Corporation, Office of
Thrift Supervision and the Resolution Trust Corporation. FinPro is recognized as
an expert in banking and in loan analysis by the Federal Bankruptcy Court.
FinPro is independently owned, not associated or affiliated with any transaction
oriented firm. This provides FinPro with an unbiased platform from which to make
analytical recommendations. FinPro believes that a client deserves to be told
all of the alternatives, along with their associated benefits and downsides and
that a decision should be made on its merits. This uniquely positions FinPro as
an objective third party willing to suggest the unpopular strategies, unlike its
competitors who rely on a transaction to get paid.
FinPro is headquartered in Liberty Corner, New Jersey and has a branch office in
Buffalo, New York. FinPro focuses geographically on the Mid-Atlantic region, but
has performed work in all other regions across the nation.
FinPro principals are frequent speakers and presenters at financial institution
trade association functions. In addition, FinPro designed the Statistical Report
Analysis currently produced quarterly by the New Jersey Savings League for its
members. FinPro also hosts a tri-annual President's Breakfast for Presidents of
New Jersey Community Banks.
FinPro maintains a library of databases encompassing bank and thrift capital
markets data, census data, branch deposit data, national peer data, market
research data along with many other related topics. As such, FinPro can provide
quick, current and precise analytical assessments based on timely data. In
addition, FinPro's geographic mapping capabilities give it a unique capability
to thematically illustrate multiple issues and to provide targeted marketing
opportunities to its clients.
<PAGE>
FinPro, Inc.
About the Firm Page: 2
- --------------------------------------------------------------------------------
FinPro has also designed and built PC-based software programs to utilize as
tools in its work. Examples include:
o A proprietary software program (LaRS (R)) to perform loan review
analytics.
o A duration based asset/liability model.
o A five year strategic planning, three year business planning, and one
year budgetary model that completely simulates an entire institution.
o A branch and product profitability model.
o A market performance grid and branch improvement grid model.
Using systems such as these, FinPro provides state-of-the-art end products in
all of its product and service areas.
<PAGE>
FinPro, Inc.
About the Firm Page: 3
- --------------------------------------------------------------------------------
- --------------------------------
Key Player Biographies
- --------------------------------
Donald J. Musso - Managing Director and President
Donald founded FinPro, Inc. in 1987 as a consulting and investment banking
firm located in New Jersey that specializes in providing advisory services
to the financial institutions industry. Mr. Musso has a broad background in
capital markets, bank valuations, enhancing franchise value, corporate
finance, mergers and acquisitions, asset/liability management, strategic
planning, market feasibility and differentiation, branch acquisition,
sales, consolidation and profitability, financial modeling and analysis,
balance sheet restructuring, product and segment profitability, business
development and project management. Besides his consulting experience, he
has solid industry experience, having worked for two $10 billion plus east
coast financial institutions.
Mr. Musso has provided expert testimony on financial institutions matters
for the Federal Bankruptcy Court, the Office of Thrift Supervision and the
United States Attorney's Office.
He is a frequent speaker on Financial Institution related topics and has
assisted trade groups in various activities.
Prior to establishing FinPro, Donald had direct industry experience having
managed the Corporate Planning and Mergers and Acquisitions departments for
Meritor Financial Group, a $20 billion institution in Philadelphia. Before
that, he had responsibility for the banking, thrift and real estate
consulting practice in the State of New Jersey for Deloitte Haskins &
Sells.
Donald has a B.S. in Finance from Villanova University and a M.B.A. in
Finance from Fairleigh Dickenson University.
<PAGE>
FinPro, Inc.
About the Firm Page: 4
- --------------------------------------------------------------------------------
Steven P. Musso - Managing Director
Steve joined FinPro in 1989 and is one of the founding members of the firm.
He has extensive experience in performing a wide array of market
feasibility studies, branch profitability analysis, CRA analysis, loan
reviews and work-outs and strategic planning engagements.
Steve manages the FinPro office in Western New York. Additionally, he is
responsible for managing many strategic planning, loan reviews, market
feasibility and CRA engagements.
Steve is responsible for the development of FinPro's CRA, market
feasibility and Loan Review products.
Steve is currently a licensed real estate agent in New Jersey. Prior to
joining FinPro he practiced real estate in Philadelphia, Pennsylvania.
Mr. Musso has a B.S. in Finance from Syracuse University.
<PAGE>
FinPro, Inc.
About the Firm Page: 5
- --------------------------------------------------------------------------------
Kenneth G. Emerson, CPA - Director
Ken joined FinPro in October 1996 and has concentrated on bank valuations,
strategic plans, and branch profitability. His twelve years of experience
at banks and brokerage firms, with respect to accounting, reporting, and
information systems serve him well in this capacity. Ken's prior employers
include Summit Bancorp, Valley Savings Bank, Howard Savings Bank, Carteret
Mortgage Company, CIT Data Corp., and Mahler & Emerson Inc. While at those
institutions his responsibilities included asset/liability, cash, back
office, operations, objective, and LAN management, in addition to
regulatory reporting (FRB, FDIC, OTS, State of New Jersey Department of
Banking, and NASD), SEC reporting, shareholder reporting, budgeting,
acquisitions, sales, conversions, interfaces, and FASB implementation.
Mr. Emerson has a B.A. in Accounting from Franklin & Marshall College.
<PAGE>
FinPro, Inc.
About the Firm Page: 6
- --------------------------------------------------------------------------------
Dennis E. Gibney - Senior Financial Analyst
Dennis has been concentrating on the firm's asset/liability products.
Market feasibility, competitive analysis, branch profitability and branch
sales/acquisitions are other areas of specialization.
Dennis joined the firm in June of 1996. He received a B.S. from Babson
College with a triple-major in Finance, Investments and Economics. Prior to
joining the firm, Dennis received broad based experience in the securities
industry.
Dennis worked for Merrill Lynch & Co. supporting their Mortgage-Backed
trading desk in New York as an Allocations Specialist and for Sandler
O'Neill & Partners, where he provided sales and trade support.
<PAGE>
Income Reconciliation to TFR
- --------------------------------------------------------------------------------
Exhibit 11
- --------------------------------------------------------------------------------
Axia Federal Savings Bank
OTS Docket # : 01773
TFR Schedule SO and Audited Income Statement Reconciliation
For the Twelve Months Ended December 31, 1997
(Dollars in thousands)
Financial
Statement
Description TFR Description Income
- ----------- --- ----------- ------
3/31/97 SO Net Income $ 380 Twelve Months Ended 12/31/97 $1,553
6/30/97 SO Net Income 421
9/30/97 SO Net Income 477
12/31/97 SO Net Income 275
------ ------
Twelve Months Ended 12/31/97 $1,553 Twelve Months Ended 12/31/97 $1,553
Rounding difference --
- --------------------------------------------------------------------------------
<PAGE>
March 16, 1998
Board of Directors
Axia Federal Savings Bank
1410 St. Georges Avenue
Avenel, New Jersey 07001
Dear Board Members:
We hereby consent to the use of our firm's name, FinPro, Inc. ("FinPro") in the
Application for approval of a Minority Stock Issuance by a Savings Association
Subsidiary of a Mutual Holding Company on "Form MHC-2" filed by Axia Bancorp,
Inc., and any amendments thereto, and the Conversion Valuation Appraisal Report
("Report") regarding the valuation of the Association provided by FinPro, and
our opinion regarding subscription rights filed as an exhibit to the MHC-2. We
also consent to the use of our firm's name and the inclusion of, summary of and
references to our Report and Opinion in the Offering Circular included in the
Form MHC-2, and any amendments thereto.
Very Truly Yours,
Donald J. Musso
Liberty Corner, New Jersey
March 16, 1998
<PAGE>
March 16, 1998
Board of Directors
Axia Federal Savings Bank
1410 St. Georges Avenue
Avenel, New Jersey 07001
Dear Board Members:
All capitalized terms not otherwise defined in this letter have the meanings
given such terms in the Plan of Mutual Holding Company Reorganization and Stock
Issuance (the "Plan") adopted by the Board of Directors of Axia Federal Savings
Bank (the "Bank"), whereby the Bank will reorganize into the Mutual Holding
Company form of organization by converting from a federally chartered mutual
savings association to a federally chartered stock savings bank and issuing in
excess of 50% of the Bank's outstanding capital stock to Axia Bancorp, Inc. (the
"Company") so long as the Company remains in the mutual form.
We understand that in accordance with the Plan, Subscription Rights to purchase
shares of the Conversion Stock are to be issued to (i) Eligible Account Holders;
(ii) the ESOP; (iii) Supplemental Eligible Account Holders; and (iv) Other
Members, collectively referred to as the "Recipients". Based solely on our
observation that the Subscription Rights will be available to such Recipients
without cost, will be legally non-transferable and of short duration, and will
afford the Recipients the right only to purchase shares of Conversion Stock at
the same price as will be paid by members of the general public in the Selected
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:
(1) the Subscription Rights will have no ascertainable market value; and
(2) the price at which the Subscription Rights are excercisable 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 Company's value alone. Accordingly, no assurance can be
given that persons who subscribe to shares of Conversion Stock in the conversion
will thereafter be able to buy or sell such shares at the same price paid in the
Subscription Offering.
Very Truly Yours,
FinPro, Inc.
Donald J. Musso
President
<PAGE>
November 21, 1997
Mr. John R. Bowen
Chairman of the Board/President and CEO
Axia Federal Savings Bank
1410 St. Georges Avenue
Avenel, NJ 07001
Dear Mr. Bowen:
FinPro, Inc. ("FinPro") is pleased to submit this proposal to assist Axia
Federal Savings Bank ("the Bank") and a mutual holding company formed to hold
the majority of the stock of the Bank (the "Company") in compiling a business
plan and in performing an appraisal on the Bank and the Company in connection
with its conversion to the mutual holding company form of organization and
concurrent minority stock offering (the "conversion"). It is FinPro's
understanding that the Bank intends to use December 31, 1997 financials for this
purpose. FinPro has performed similar plans and appraisals for:
Standard Conversions Mutual Holding Companies
- -------------------- ------------------------
Little Falls Savings Bank Pulaski Savings Bank
South Bergen Savings Bank First Carnegie Deposit
Wayne Savings Bank Roebling Savings Bank
Rosyln Savings Bank
Dollar Savings Bank Step Two Conversions
Landmark Community Bank --------------------
First Security Federal Savings Bank Westwood Savings Bank
Ninth Ward Savings Bank (in process) First Savings of New Jersey
Elgin Financial Center (in process) Peoples Bancorp, Inc. (in process)
The Warwick Savings Bank (in process) First Savings Bank, MHC (in process)
Quitman Federal Savings Bank (in process)
Stanton Federal Savings (in process)
The Little Falls appraisal was unique in that it was the first appraisal done
with a concurrent acquisition included in the pro-forma analysis. The Westwood
Savings appraisal was unique in that it was the first New Jersey State Chartered
thrift to undertake a second step conversion and to involve the Federal Reserve
in the appraisal process. The Roslyn Savings Bank appraisal included a
foundation. The Pulaski, Carnegie and Roebling appraisals were for the
formulation of MHC's.
FinPro would welcome the opportunity to meet with you to show you our work
product. We urge you to compare it with any others offered.
<PAGE>
Axia Federal Savings Bank
November 21, 1997 Page: 2
- --------------------------------------------------------------------------------
Section 1: Services to be Rendered
As part of the Strategic Plan compilation, the following major tasks will be
included:
o assist the Bank in the potential acquisition of a Summit branch(s);
o compile a historical trend analysis utilizing the past five year ends
of Regulatory Reports;
o perform detailed peer analysis;
o assess competitive situation;
o analyze the Bank markets and customers from a demographic standpoint;
o conduct branch market tour and identify competitive positioning,
branching opportunities and market threats;
o assess the regulatory, social, political and economic environment;
o document the internal situation assessment;
o analyze the current ALM position;
o analyze the CRA position;
o identify and document strengths and weaknesses;
o document the Bank's mission statement;
o document the objectives and goals;
o document strategies;
o compile five year projections of performance;
o prepare assessment of strategic alternatives;
o conduct one or two planning retreats with the Board and Management to
review strategies;
o map the Bank's general ledger to FinPro's planning model and to the
Regulatory Reports;
o assess the Bank from a capital markets perspective including
comparison to national, regional, state and similar size
organizations;
o prepare a written business plan in form and substance satisfactory to
all applicable regulatory authorities for purposes of submission and
dissemination in connection with the application for conversion and
related proxy, offering circular and other documents concerning the
mutual-to-stock conversion of the Bank;
o prepare and deliver an opinion, in form and substance acceptable to
legal and tax counsel of the Bank, to the effect that the subscription
rights granted to eligible account holders, the applicable stock
benefit plans and others in connection with the conversion of the Bank
from a mutual-to-stock form, have no value.
- --------------------------------------------------------------------------------
- Confidential -
<PAGE>
Axia Federal Savings Bank
November 21, 1997 Page: 3
- --------------------------------------------------------------------------------
Appraisal
As part of the conversion appraisal services, the following major tasks will be
included:
o conduct financial due diligence, including on-site interviews of
senior management and reviews of financial and other records;
o gather an understanding of the banks financial condition,
profitability, risk characteristics, operations and external factors
that might influence or impact the bank;
o prepare a written detailed valuation report of the Bank and the
Company that is consistent with applicable regulatory guidelines and
standard valuation practices.
The valuation report will:
o include an in-depth analysis of the operating results and financial
condition of the Bank;
o assess the interest rate risk, credit risk and liquidity risk;
o describe the business strategies of the Bank and the Company, the
market area, competition and potential for the future;
o include a detailed peer analysis of publicly traded savings
institutions for use in determining appropriate valuation adjustments
based upon multiple factors;
o include a midpoint proforma valuation along with a range of value
around the midpoint value;
o comply, in form and substance to all applicable requirements of
regulatory authorities for purposes of its use to establish the
estimated pro-forma market value of the common stock of the Company
following the conversion.
The valuation report may be periodically updated throughout the conversion
process and will be updated at the time of the closing of the stock offering.
FinPro will perform such other services as are necessary or required in
connection with the regulatory review of the appraisal and will respond to the
regulatory comments, if any, regarding the valuation appraisal and any
subsequent updates.
Section 2: Information Requirements of the Bank
To accomplish the tasks set forth in Section 1 of this proposal, the following
information and work effort is expected of the Bank:
o provide FinPro with all financial and other information, whether or
not publicly available, necessary to familiarize FinPro with the
business and operations of the Bank;
o allow FinPro the opportunity, from time to time, to discuss the
operation of the Bank business with bank personnel;
o promptly advise FinPro of any material or contemplated material
transactions which may have an effect on the day-to-day operations of
the Bank;
o provide FinPro with all support schedules required to compile
Regulatory, Board and Management reports;
- --------------------------------------------------------------------------------
- Confidential -
<PAGE>
Axia Federal Savings Bank
November 21, 1997 Page: 4
- --------------------------------------------------------------------------------
o provide FinPro with offering circular, prospectus and all other
materials relevant to the appraisal function for the conversion;
o have system download capability;
o promptly review all work products of FinPro and provide necessary
sign-offs on each work product so that FinPro can move on to the next
phase;
o provide FinPro with office space to perform its daily tasks. The
office space requirements consists of a table with at least two chairs
along with access to electrical outlets for FinPro's computers;
Section 3: Project Deliverables
The following is a list of deliverables that will result from FinPro's effort:
1. Mapping of data from general ledger to plan model
2. Institution Valuation
3. Strategic Business Plan document
Section 4: Term of the Agreement and Staffing
It is anticipated that it will take approximately four weeks of elapsed time to
complete the tasks outlined in this proposal. During this time, FinPro will be
on-site at the Bank's facilities on a regular basis, during normal business
hours.
FinPro will assign Donald J. Musso and Kenneth Emerson to this engagement.
Although some back office analytics may be performed by other FinPro staff,
Donald Musso will be the firms point man on this engagement and will be active
in all aspects of this engagement.
- --------------------------------------------------------------------------------
- Confidential -
<PAGE>
Axia Federal Savings Bank
November 21, 1997 Page: 5
- --------------------------------------------------------------------------------
Section 5: Fees and Expenses
Based on FinPro's understanding of the Bank's situation, FinPro's fees for
providing the services outlined in this proposal will be:
$11,000 for the business plan component.
$13,500 for the appraisal.
Any work done in compiling tables and schedules will be billed on an hourly per
diem basis.
This fee is payable according to the following schedule:
o prior to starting, a retainer of $5,000; plus
o upon the submission of the business plan to the regulators, a
non-refundable fee of $6,000; plus
o upon submission of the appraisal to the regulators, a non-refundable
fee of $7,000; plus
o upon completion of the offering, a non-refundable fee equal to the
remainder, unless only the plan is selected in which case the
remainder would be due upon regulatory approval of the business plan.
In addition to any fees that may be payable to FinPro hereunder, the Bank hereby
agrees to reimburse FinPro for all of FinPro's travel and other out-of-pocket
expenses incurred in connection with FinPro's engagement up to a limit of
$1,500, excluding color copies which will be billed on an actual $.89 per page
basis. Such out-of-pocket expenses will consist of travel to and from the Bank's
facilities from FinPro's offices, normal delivery charges such as Federal
Express, and costs associated with the actual Plan document such as black and
white copying. The out-of-pocket expenses will not include expenses such as food
or lodging as FinPro is local. It is FinPro policy to provide you with an
itemized accounting of the out-of-pocket expenditures so that you can control
them.
In the event that the Bank shall, for any reason, discontinue the proposed
conversion prior to delivery of the completed documents set forth above, the
Bank agrees to compensate FinPro according to FinPro's standard billing rates
for consulting services based on accumulated time and expenses, not to exceed
the respective fee caps noted above. FinPro's standard hourly rates are as
follows:
o Managing Director Level $250
o Staff Consultant Level $125
- --------------------------------------------------------------------------------
- Confidential -
<PAGE>
Axia Federal Savings Bank
November 21, 1997 Page: 6
- --------------------------------------------------------------------------------
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 renegotiations by
the Bank and FinPro. 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
FinPro of a new or updated appraisal.
FinPro agrees to execute a suitable confidentiality agreement with the Bank. The
Bank acknowledges that all opinions, valuations and advice (written or oral)
given by FinPro to the Bank in connection with FinPro's engagement are intended
solely for the benefit and use of the Bank (and it's directors, management, and
attorneys) in connection with the matters contemplated hereby and the Bank
agrees that no such opinion, valuation, or advice shall be used for any other
purpose, except with respect to the opinion and valuation which may be used for
the proper corporate purposes of the client, or reproduced, or disseminated,
quoted or referred to at any time, in any manner or for any purpose, nor shall
any public references to FinPro be made by the Bank (or such persons), without
the prior written consent of FinPro, which consent shall not be unreasonably
withheld.
Section 6: Representations and Warranties
FinPro, the Bank and the Company agree to the following:
1.) The Bank agrees to make available or to supply to FinPro the
information set forth in Section 2 of this agreement.
2.) The Bank hereby represents and warrants to FinPro that any information
provided to FinPro does not and will not, to the best of the Bank's
knowledge, at the times it is provided to FinPro, 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 FinPro,
its directors, officers, agents and employees of FinPro or its
successors who act for or on behalf of FinPro in connection with the
services called for under this agreement ( hereinafter referred to as
"The Agreement"), 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)
arising out of or in any way related to the services provided by
FinPro under this agreement, except to the extent arising out of or
attributable to the negligence or willful misconduct of FinPro, its
directors, officers, agents or employees.
(b) FinPro 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 FinPro intends to base a claim for
indemnification hereunder. In the event the Bank elects, within seven
days of the
- --------------------------------------------------------------------------------
- Confidential -
<PAGE>
Axia Federal Savings Bank
November 21, 1997 Page: 7
- --------------------------------------------------------------------------------
receipt of the original notice thereof, to contest such claim by
written notice to FinPro, FinPro 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 rate of ten percent (10%) per
annum within five days after the final determination of such contest
either by written acknowledgment of the Bank or a final judgment of a
court of competent jurisdiction. If the Bank does not so elect, FinPro
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 FinPro in connection with the
contest of any claim subject to indemnification hereunder in advance
of the final determination of any proceeding within thirty days of the
receipt of such request if FinPro furnishes the Bank:
1. a written statement of FinPro's good faith belief that it is
entitled to indemnification hereunder; and
2. a written undertaking by FinPro to repay the advance if its
ultimately is determined in a final adjudication of such
proceeding that it or he is not entitled to such
indemnification.
(d) In the event that the Bank elects to contest the claim, (I)
FinPro will cooperate in Good Faith with the contest, (ii) FinPro will
provide the Bank with an irrevocable power-of-attorney permitting the
Bank to pursue the claim in the name of FinPro, and (iii) FinPro will
be prohibited from settling or compromising the claim without written
consent of the Bank.
(e) 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, FinPro shall have all remedies available at law or
in equity to enforce such obligation.
It is understood that, in connection with FinPro's above mentioned engagement,
FinPro 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 FinPro's engagement(s).
This agreement constitutes the entire understanding of the Bank and FinPro
concerning the subject matter addressed herein, and such contract shall be
governed and construed in accordance with the laws of the State of New Jersey.
This agreement may not be modified, supplemented or amended except by written
agreement executed by both parties.
The Bank and FinPro are not affiliated, and neither the Bank nor FinPro 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.
- --------------------------------------------------------------------------------
- Confidential -
<PAGE>
Axia Federal Savings Bank
November 21, 1997 Page: 8
- --------------------------------------------------------------------------------
Please confirm that the foregoing is in accordance with your understanding and
agreement with FinPro by signing and returning to FinPro the duplicate of the
letter enclosed herewith.
Sincerely:
FinPro, Inc.
By:
- ------------------------------------ ---------------------------------------
Donald J. Musso John R. Bowen
Managing Director Chairman of the Board/President and CEO
- ------------------------------------ ---------------------------------------
Date Date
- --------------------------------------------------------------------------------
- Confidential -
MARKETING MATERIALS
FOR
AXIA FEDERAL SAVINGS BANK
AVENEL, NEW JERSEY
REVISED DRAFT DATED 4/24/98
<PAGE>
AXIA FEDERAL SAVINGS BANK
TABLE OF CONTENTS
CORRESPONDENCE
Letter to Eligible Account Holders
Letter to Closed Accounts
Letter to Potential Investors (Non-Customers)
"Blue Sky" Member Letter
Ryan, Beck "Broker Dealer" Letter
Proxygram
Stock Order Form Acknowledgment
Stock Certificate Mailing Letter
Invitation {Optional}
ADVERTISEMENTS
Lobby Poster
Tombstone Advertisement
Community Meeting Advertisement {Optional}
PRESS RELEASES
Press Release for Approval of Sale
Press Release, Offering Completed
BROCHURES
Q&A
Folder
FORMS
Stock Order Form
<PAGE>
LETTER TO ELIGIBLE ACCOUNT HOLDERS
[Axia Federal Savings Bank Letterhead]
May , 1998
Dear Depositor:
I am pleased to inform you that the directors of Axia Federal Savings Bank have
unanimously approved a Plan of Reorganization from Mutual Savings Association to
Mutual Holding Company and Stock Issuance Plan (the "Plan"). Pursuant to the
Plan, Axia Federal Savings Bank will convert to a stock savings bank and form a
federally-chartered stock holding company which will own 100% of the outstanding
common stock of the converted savings bank. The Plan will permit the proposed
holding company to issue capital stock, a source of capital not available to
mutual savings institutions. Our new mutual holding company structure will
enable us to continue to serve you as an independent community-oriented
institution.
The name of our bank will change to Liberty Bank at the consummation of the
transaction. The new name will give us better recognition and reflects the steps
we are taking toward a more competitive future.
Our proposed holding company is offering between 1,178,525 and 1,833,646 shares
of common stock at $10.00 per share to certain of our customers and members of
the public. The shares of stock sold to investors will represent a minority
interest in our proposed holding company, Liberty Bancorp, Inc. Our newly-formed
mutual holding company, Liberty Bancorp, MHC, will own the remainder of the
outstanding shares.
The Plan is subject to a favorable vote of our members. Our officers and
directors urge you to vote "FOR" the Plan. Enclosed you will find a Proxy
Statement describing the Plan, Proxy Card(s) and a reply envelope. Please vote
and sign the Proxy Card(s), then mail it in the enclosed reply envelope or bring
your card(s) into any of our offices. In order to ensure that your vote will be
counted, we must receive your proxy card(s) by 10:00 a.m., New Jersey time, on
___, 1998.
We have also enclosed a Prospectus, Stock Order Form, reply envelope and
Questions & Answers Brochure. We urge you to read the Prospectus carefully
before submitting your Stock Order Form. If you are interested in purchasing
shares, you may do so during the Offering without paying a commission or fee.
Your completed Stock Order Form, along with payment or authorization to withdraw
funds from your deposit account(s) at Axia Federal Savings Bank, must be
received by us by 10:00 a.m., New Jersey time, on ___, 1998.
<PAGE>
LETTER TO ELIGIBLE ACCOUNT HOLDERS
Page 2
Interest will be paid on all funds received by us at our rate of interest on
passbook savings accounts, or at the account contract rate with respect to
withdrawals from existing accounts. You may purchase the common stock through a
withdrawal from your savings or certificate account without the customary early
withdrawal penalty.
Please call the Stock Information Center early in the Offering period if you
intend to utilize IRA or other tax-qualified funds to purchase the common stock.
Additional processing time is required as the common stock must be purchased
through a self-directed IRA held with an outside trustee. Please note that your
Axia Federal Savings Bank IRAs are not self-directed.
Please remember:
* YOUR SAVINGS ACCOUNTS, CERTIFICATES OF DEPOSIT AND CHECKING ACCOUNTS AT
AXIA FEDERAL SAVINGS BANK WILL CONTINUE TO BE INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION UP TO APPLICABLE LIMITS.
* THERE WILL BE NO CHANGE IN THE TERMS OF YOUR ACCOUNTS OR LOANS.
* CUSTOMERS WILL ENJOY THE SAME SERVICES WITH THE SAME STAFF.
* YOUR VOTE IN FAVOR OF THE PLAN DOES NOT OBLIGATE YOU TO BUY COMMON STOCK.
* CERTAIN DEPOSITORS OF AXIA FEDERAL SAVINGS BANK MAY BUY COMMON STOCK BEFORE
IT IS SOLD TO THE GENERAL PUBLIC.
If you have any questions, please call the Stock Information Center at (732)
___-___ , 9:00 a.m. to 4:00 p.m., Monday through Friday.
We hope that you will take advantage of this opportunity to join us as a charter
stockholder.
Sincerely,
John R. Bowen
Chairman, President and Chief Executive Officer
<PAGE>
LETTER TO ELIGIBLE ACCOUNT HOLDERS
Page 3
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
- --------------------------------------------------------------------------------
Stock Information Center
1410 St. Georges Avenue
Avenel, New Jersey 07001
(732) ___-___
<PAGE>
LETTER TO DEPOSITORS NOT ELIGIBLE TO VOTE (CLOSED ACCOUNTS)
[Axia Federal Savings Bank Letterhead]
May , 1998
Dear Sir/Madam:
I am pleased to inform you that the directors of Axia Federal Savings Bank have
unanimously approved a Plan of Reorganization from Mutual Savings Association to
Mutual Holding Company and Stock Issuance Plan (the "Plan"). Pursuant to the
Plan, Axia Federal Savings Bank will convert to a stock savings bank and form a
federally-chartered stock holding company, which will own 100% of the
outstanding common stock of the converted savings bank. The Plan will permit the
proposed holding company to issue capital stock, a source of capital not
available to mutual savings institutions. Our new mutual holding company
structure will enable us to continue to serve you as an independent
community-oriented institution.
The name of our bank will change to Liberty Bank at the consummation of the
transaction. The new name will give us better recognition and reflects the steps
we are taking toward a more competitive future.
Our proposed holding company is offering between 1,178,525 and 1,833,646 shares
of common stock at $10.00 per share to certain of our customers and members of
the public. The shares of stock sold to investors will represent a minority
interest in our proposed holding company, Liberty Bancorp, Inc. Our newly-formed
mutual holding company, Liberty Bancorp, MHC, will own the remainder of the
outstanding shares.
AS A DEPOSITOR OF AXIA FEDERAL SAVINGS BANK AS OF SEPTEMBER 30, 1996 OR
MARCH 31, 1998, YOU HAVE PRIORITY TO BUY COMMON STOCK BEFORE IT IS SOLD TO
THE GENERAL PUBLIC.
We have enclosed a Prospectus, Stock Order Form, reply envelope and Questions
and Answers Brochure. If you are interested in purchasing shares, you may do so
during the Offering without paying a commission or fee. We urge you to read the
Prospectus carefully before submitting your Stock Order Form. Your completed
Stock Order Form, along with payment must be received by Axia Federal Savings
Bank by 10:00 a.m., New Jersey time, on ___, 1998.
Interest will be paid by Axia Federal Savings Bank at our passbook savings
account rate on all funds received until the Offering is completed.
If you have any questions, please call the Stock Information Center at (732)
___-___, 9:00 a.m. to 4:00 p.m., Monday through Friday.
<PAGE>
LETTER TO DEPOSITORS NOT ELIGIBLE TO VOTE (CLOSED ACCOUNTS)
Page 2
We hope that you will take advantage of this opportunity to join us as a charter
stockholder.
Sincerely,
John R. Bowen
Chairman, President and Chief Executive Officer
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
- -------------------------------------------------------------------------------
Stock Information Center
1410 St. Georges Avenue
Avenel, New Jersey 07001
(732) ___-___
<PAGE>
POTENTIAL INVESTOR LETTER (Non-Customers)
[Axia Federal Savings Bank Letterhead]
May , 1998
Dear Potential Investor:
I am pleased to inform you that the directors of Axia Federal Savings Bank have
unanimously approved a Plan of Reorganization from Mutual Savings Association to
Mutual Holding Company and Stock Issuance Plan (the "Plan"). Pursuant to the
Plan, Axia Federal Savings Bank will convert to a stock savings bank and form a
federally-chartered stock holding company, which will own 100% of the
outstanding common stock of the converted savings bank. The Plan will permit the
proposed holding company to issue capital stock, a source of capital not
available to mutual savings institutions. Our new mutual holding company
structure will enable us to continue to serve you as an independent
community-oriented institution.
The name of our bank will change to Liberty Bank at the consummation of the
transaction. The new name will give us better recognition and reflects the steps
we are taking toward a more competitive future.
Our proposed holding company is offering between 1,178,525 and 1,833,646 shares
of common stock at $10.00 per share to certain of our customers and members of
the public. The shares of stock sold to investors will represent a minority
interest in our proposed holding company, Liberty Bancorp, Inc. Our newly-formed
mutual holding company, Liberty Bancorp, MHC, will own the remainder of the
outstanding shares.
We have enclosed a Prospectus, Stock Order Form and Questions and Answers
Brochure. If you are interested in purchasing shares, you may do so during the
Offering without paying a commission or fee. We urge you to read the Prospectus
carefully before submitting your Stock Order Form. To order, your completed
Stock Order Form, along with payment must be received by Axia Federal Savings
Bank by 10:00 a.m., New Jersey time, on _________________, 1998.
Interest will be paid by Axia Federal Savings Bank at our passbook savings
account rate on all funds received until the Offering is completed.
If you have any questions, please call our Stock Information Center at
(732) - , 9:00 a.m. to 4:00 p.m., Monday through Friday.
We hope that you will take advantage of this opportunity to join us as
stockholders of Liberty Bancorp, Inc.
<PAGE>
POTENTIAL INVESTOR LETTER (Non-Customers)
Page 2
Sincerely,
John R. Bowen
Chairman, President and Chief Executive Officer
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
- -------------------------------------------------------------------------------
Stock Information Center
1410 St. Georges Avenue
Avenel, New Jersey 07001
(732) -
<PAGE>
"BLUE SKY" MEMBER LETTER
[Axia Federal Savings Bank Letterhead]
May , 1998
Dear Member:
I am pleased to inform you that the directors of Axia Federal Savings Bank have
unanimously approved a Plan of Reorganization from Mutual Savings Association to
Mutual Holding Company and Stock Issuance Plan (the "Plan"). Pursuant to the
Plan, Axia Federal Savings Bank will convert to a stock savings bank and form a
federally-chartered stock holding company, which will own 100% of the
outstanding common stock of the converted savings bank. The Plan will permit the
proposed holding company to issue capital stock, a source of capital not
available to mutual savings institutions. Our new mutual holding company
structure will enable us to continue to serve you as an independent
community-oriented institution.
The name of our bank will change to Liberty Bank at the consummation of the
transaction. The new name will give us better recognition and reflects the steps
we are taking toward a more competitive future.
The Plan is subject to a favorable vote of our members. Our officers and
directors urge you to vote "FOR" the Plan. Enclosed you will find a Proxy
Statement describing the Plan, Proxy Card(s) and a reply envelope. Please vote
and sign the Proxy Card(s), then mail it in the enclosed reply envelope. In
order to ensure that your vote will be counted, we must receive your proxy
card(s) by :00 .m., New Jersey time, on ____________________ , 1998.
The Board of Directors of Axia Federal Savings Bank believes that the mutual
holding company formation and related stock offering are in the best interest of
its customers and the communities it serves. Please remember:
THERE WILL BE NO CHANGE IN YOUR DEPOSIT ACCOUNTS OR LOANS. YOUR DEPOSIT ACCOUNTS
AT AXIA FEDERAL SAVINGS BANK WILL CONTINUE TO BE INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION UP TO APPLICABLE LIMITS.
Although you may vote on the Plan, we regret that our proposed holding company,
Liberty Bancorp, Inc., is unable to offer or sell its common stock to you
because the small number of depositors in your state makes registration or
qualification of the common stock under your state securities laws impractical.
<PAGE>
"BLUE SKY" MEMBER LETTER
Page 2
If you have any questions about your voting rights or the Plan, please call the
Stock Information Center at (732) - , 9:00 a.m. to 4:00 p.m., Monday through
Friday.
Sincerely,
John R. Bowen
Chairman, President and Chief Executive Officer
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
- --------------------------------------------------------------------------------
Stock Information Center
1410 St. Georges Avenue
Avenel, New Jersey 07001
(732) -
<PAGE>
RYAN, BECK "BROKER DEALER" LETTER
[Ryan, Beck Letterhead]
May , 1998
Dear Sir/Madam:
At the request of Axia Federal Savings Bank and Liberty Bancorp, Inc., we are
enclosing materials regarding its stock offering. The materials include a
Prospectus, Stock Order Form and Questions and Answers Brochure describing the
Axia Federal Savings Bank mutual holding company reorganization and the related
offering of the Liberty Bancorp, Inc. common stock. Ryan, Beck & Co., Inc. has
been retained by Axia Federal Savings Bank as its selling agent in connection
with the Offering.
We have been asked to forward these materials to you in view of certain
regulatory requirements and the securities laws of your state.
Sincerely,
[GRAPHIC OMITTED]
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
________________________
This letter goes only in packages located in specified states.
<PAGE>
PROXYGRAM
[Axia Federal Savings Bank Letterhead]
PROXYGRAM
DEAR AXIA FEDERAL SAVINGS BANK MEMBER:
TIME IS RUNNING OUT TO VOTE ON THE PLAN OF REORGANIZATION!
YOU SHOULD HAVE RECENTLY RECEIVED A PROXY STATEMENT AND PROXY CARD(S). HOWEVER,
WE HAVE NOT YET RECEIVED YOUR PROXY VOTE.
YOUR VOTE IS IMPORTANT TO US. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR THE PLAN. PLEASE VOTE AND SIGN ALL OF THE ENCLOSED PROXY CARD(S) AND RETURN
THEM PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR DELIVER THEM TO ANY OF
OUR OFFICES! VOTES WILL BE CAST ON _______________, 1998.
VOTING ON THE PLAN DOES NOT OBLIGATE YOU TO PURCHASE STOCK IN OUR COMMON STOCK
OFFERING.
IF YOU HAVE ANY QUESTIONS, OR WOULD LIKE TO RECEIVE ANOTHER COPY OF THE PROXY
STATEMENT, PLEASE CALL THE STOCK INFORMATION CENTER AT (732) - , 9:00 A.M. TO
4:00 P.M., MONDAY THROUGH FRIDAY.
Sincerely,
John R. Bowen
Chairman, President and Chief Executive Officer
THIS PROXYGRAM IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
<PAGE>
STOCK ORDER ACKNOWLEDGMENT LETTER
[Axia Federal Savings Bank Letterhead]
[Name]
[Social Security Number]
Dear Investor:
We are pleased to confirm the receipt of your order in the amount of $______ for
the purchase of Liberty Bancorp, Inc. Common Stock.
The Common Stock will be registered in the name(s) shown above. Please verify
the Social Security number and the spelling and accuracy of your name and
address. If this information is incorrect, please contact our conversion agent,
Chase/Mellon Shareholder Services at (800) 526-0801.
Please note this acknowledgment does not represent the total number of shares
that you may receive. The actual purchase will be determined by the total number
of orders received. The allocation process is described in more detail in the
Prospectus.
We appreciate your confidence in our future and look forward to having you as a
stockholder.
___________________________
Printed and mailed by conversion agent. (The contact name/phone is at conversion
agent's office.)
<PAGE>
STOCK CERTIFICATE MAILING LETTER
__________, 1998
Dear Stockholder:
On behalf of the Board of Directors of Liberty Bancorp, Inc., I would like to
welcome you as a shareholder. A total of ________ shares were issued; of these,
_____ were purchased by investors at $10.00 per share. Our mutual holding
company, Liberty Bancorp, MHC, owns the balance of the outstanding shares.
Your stock certificate is enclosed. Please review it to make sure the
registration and number of shares are correct. If you find an error or have
questions about your certificate, please call or write our Transfer Agent:
[NAME & ADDRESS TO BE PROVIDED]
If the original stock certificate must be forwarded for reissue, it is
recommended that it be sent to the Transfer Agent by registered mail. If you
should change your address, please notify the Transfer Agent immediately so you
will continue to receive all Liberty Bancorp, Inc. stockholder communications.
If you paid for your shares by check, please find enclosed a check representing
the interest which accrued on the amount of your check between the date of
receipt and the close of the Offering. However, if we were not able to fully
fill your order, this check also represents a refund of the amount of your
subscription that we were unable to fill.
If you paid for your shares by authorizing withdrawal from an Axia Federal
Savings Bank deposit account, that withdrawal has now been made. If we were
unable to fill your entire order, and you paid for your subscription in this
manner, only the amount necessary to pay for your allotment was withdrawn from
your account(s). Accrued interest earned during the Offering remains in your
account.
We thank you for your participation in our Offering.
Sincerely,
John R. Bowen
Chairman, President and Chief Executive Officer
<PAGE>
INVITATION (Optional)
An Opportunity . . .
YOU ARE CORDIALLY INVITED
To a Community Investor Meeting and Reception
to learn about the formation of
Liberty Bancorp, MHC
and the related Common Stock offering of
Liberty Bancorp, Inc.
___________, 1998
or
___________, 1998
7:00 p.m.
LOCATIONS TO FOLLOW
Light Refreshments Served
Senior executives of Axia Federal Savings Bank will present information and
answer your questions about Axia Federal Savings Bank's Plan of Reorganization
from Mutual Savings Association to Mutual Holding Company and related Stock
Offering. You'll also be presented with information about Axia Federal Savings
Bank's business focus and results of operations.
SEATING IS LIMITED Please call
and make your reservation.
(732) ___-____
Stock Information Center
[LOGO]
THIS INVITATION IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
<PAGE>
LOBBY POSTER
1,833,646 Shares of Common Stock
Axia Federal Savings Bank. is conducting an offering of Common Stock.
If you have any questions, please call the Stock Information Center at (732) - ,
from 9:00 a.m. to 4:00 p.m., Monday through Friday.
[LOGO]
THIS NOTICE IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
<PAGE>
TOMBSTONE ADVERTISEMENT (Optional)
(Post-Community Meetings)
[LOGO]
Liberty Bancorp, Inc.
Proposed Holding Company for
Axia Federal Savings Bank
UP TO SHARES
Common Stock
$10.00 Per Share
(Purchase Price)
Shares may be purchased during the Offering, without payment of additional
commissions or fees.
This Offering expires at 10:00 a.m., New Jersey time, on ________, 1998.
To receive a copy of the Prospectus, please call the Stock Information Center at
(732)_____ - _______, 9:00 a.m. to 4:00 p.m., Monday through Friday.
THIS ADVERTISEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
<PAGE>
COMMUNITY MEETING ADVERTISEMENT (Optional)
Axia Federal Savings Bank is reorganizing from a mutual savings association to a
mutual holding company. As part of its reorganization, Liberty Bancorp, Inc. is
offering up to shares of common stock at a subscription price of $10.00 per
share. Purchasers will not be required to pay a commission or brokerage fee. -
YOU ARE INVITED
to a Community Investors Meeting and Reception
to meet senior officers and Directors of the Axia Federal Savings Bank
In addition to hearing a discussion about the benefits of the mutual holding
company structure and stock offering, you'll learn more about Axia Federal
Savings Bank's business focus and results of operations.
Community Investors Meeting
____________, 1998
or
____________, 1998
7:00 p.m.
[Location]
To receive a copy of the Prospectus, or to make a reservation to attend a
meeting, please call our Stock Information Center at (732) - .
Axia Federal Savings Bank [LOGO]
THIS ADVERTISEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
<PAGE>
PRESS RELEASE
CONTACT: John R. Bowen, Chairman, President and Chief Executive Officer
TELEPHONE: (732) 499-7200
FOR IMMEDIATE RELEASE
- --------------------------------------------------------------------------------
Avenel, New Jersey. May ____, 1998 -- Axia Federal Savings Bank has received
conditional approval from regulatory authorities to begin an offering of common
stock in connection with its mutual holding company reorganization as a
subsidiary of Liberty Bancorp, Inc. Shares of common stock of Liberty Bancorp,
Inc. are being offered to certain of its customers and to the public. Upon
consummation of the transaction, Axia Federal Savings Bank will change its name
to Liberty Bank.
Liberty Bancorp, Inc. is offering up to 1,833,646 shares of voting common stock
at a purchase price of $10.00 per share. The offering will represent 47% of the
total issued and outstanding shares of Liberty Bancorp Inc. Outstanding shares
not issued in the Offering will be owned by Liberty Bancorp, MHC, the
newly-formed mutual holding company.
The best-efforts offering, which is being managed by Ryan, Beck & Co., Inc. is
expected to conclude on ________, 1998.
Axia Federal Savings Bank's deposits are and will continue to be insured up to
the applicable limits by the FDIC.
Further information, including details of the Offering, and business and
financial information about Axia Federal Savings Bank are described in a
prospectus, which is available upon request by calling the Stock Information
Center at (732) - .
THIS NOTICE IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
<PAGE>
PRESS RELEASE
CONTACT: John R. Bowen, Chairman, President and Chief Executive Officer
TELEPHONE: (732) 499-7200
FOR IMMEDIATE RELEASE
- --------------------------------------------------------------------------------
Avenel, New Jersey. __________, 1998. John R. Bowen , President & Chief
Executive Officer of Liberty Bank announced today the completion of its
reorganization and common stock offering. The bank, previously known as Axia
Federal Savings Bank, changed its name upon completion of the reorganization.
In connection with the stock offering by the bank's holding company, Liberty
Bancorp, Inc., a mutual holding company named Liberty Bancorp, MHC was also
formed. Shares of voting common stock of Liberty Bancorp, Inc. were sold to its
eligible depositors and to the employee stock ownership plan at $10.00 per
share. The ______ shares sold in the Offering represent a 47% minority interest
in Liberty Bancorp, Inc. The remaining outstanding shares of stock are owned by
Liberty Bancorp, MHC.
Mr. Bowen expressed his appreciation to the more than ___ individuals who have
become stockholders of Liberty Bancorp, Inc. Mr. Bowen was delighted by the
support and confidence shown by customers and the local community.
Net proceeds of approximately $____ million were realized in the Offering, which
will add to Liberty Bank's capital base and will support traditional investment
and lending activities. Ryan, Beck & Co., Inc. served as financial advisor and
selling agent with regard to the transaction. Ryan, Beck & Co. makes a market in
Liberty Bancorp's common stock which will start trading on , 1998 and be listed
on the Nasdaq National Market under the symbol "___ ".
<PAGE>
FOLDER COVER
Axia Federal Savings Bank
[LOGO]
<PAGE>
BROCHURE
Cover:
Questions & Answers
[LOGO]
Inside Cover:
The reorganization of Axia Federal Savings Bank into a mutual holding company
structure, including the organization of Liberty Bancorp, Inc. and its related
stock offering, is referred to as the "Transaction" in this pamphlet. References
herein to Axia Savings include Axia Federal Savings Bank in its current mutual
form or post-reorganization stock form as indicated by the context.
This pamphlet answers frequently asked questions about the Transaction and about
your opportunity to invest in Liberty Bancorp, Inc. Please carefully read the
enclosed Prospectus before making an investment decision. For a discussion of
certain risk factors that should be considered by prospective investors, please
see the "Risk Factors" section of the Prospectus.
THE TRANSACTION
Q. What is the Transaction?
A. Axia Federal Savings Bank ("Axia Savings" or the "Bank") is changing its
legal form from a federally-chartered mutual (no stockholders) savings bank
to a federally-chartered capital stock savings bank that will be a
subsidiary of Liberty Bancorp, Inc. a federally-chartered stock holding
company (the "Company"). In addition, the Bank will organize Liberty
Bancorp, MHC (the "Mutual Holding Company") which will own the majority of
voting common stock of the Company. The Transaction concurrently involve
the sale of 47% of the common stock of the Company (the "Offering") which
will result in the public owning a minority interest in the Company. After
consummation of the Transaction, Axia Savings will continue to provide its
customers with traditional financial services.
The name of the Bank will be changed to Liberty Bank at the consummation of
the Transaction. The Board of Directors believes that the new name will
provide for better recognition and that it reflects the steps the Bank is
taking toward a more competitive future.
1
<PAGE>
Q. Why is the Bank pursuing this Transaction?
A. The Board of Directors has determined that the Transaction is in the best
interests of Axia Savings and its customers for a number of reasons
including:
o The Offering gives customers (including directors, officers and
employees) and community members an opportunity to have equity
ownership in the Bank and the Company. Management believes that the
Offering will provide purchasers of the common stock an opportunity to
share in the Bank's future growth and potential earnings. There can be
no assurances, however, as to Axia Savings' future growth or future
earnings.
o While Axia Savings currently exceeds all regulatory capital
requirements, raising equity capital through the Offering permits the
Bank to enlarge its capital base and will help the Bank take advantage
of future business opportunities.
o The Transaction will convert the Bank to stock form which is the
corporate form of organization used by commercial banks and most
savings institutions.
Q. Will there be any changes in directors, officers or employees as a result
of the Transaction?
A. No. The directors, officers and employees of Axia Savings will not change
as a result of the Transaction. The management and employees of Axia
Savings will continue in their current capacity and its directors and
officers will serve as the initial directors and officers of the Company
and the Mutual Holding Company. The day-to-day activities of Axia Savings
will not change as a result of the Transaction.
Q. Will the Transaction affect deposit accounts or loan accounts?
A. No. The Transaction will not affect the amount, interest rate or withdrawal
rights of deposit accounts, which will continue to be insured by the FDIC
to the maximum legal limit. Likewise, the loan accounts and rights of
borrowers will not be affected.
VOTING RIGHTS
Q. Who is eligible to vote on the Transaction?
A. Depositors of the Bank as of _______, 1998, the Voting Record Date, and
borrowers of the Bank as of December 10, 1986 whose loans are outstanding
as of the Voting Record Date are eligible to vote. These members have been
provided with a Proxy Statement describing the Transaction.
2
<PAGE>
Q. If I received Proxy Cards, am I required to vote on the Transaction?
A. No. However, the Board of Directors urges you to vote "FOR" the Plan and
sign all of the Proxy Card(s) and either hand-deliver to any of our offices
or use the enclosed reply envelope.
Q. Why did I get several Proxy Cards?
A. If you have more than one account, you may have received more than one
Proxy Card, depending on the ownership structure of your accounts. Please
complete, sign and submit all Proxy Cards.
Q. Am I required to purchase stock if I vote in favor of the Transaction?
A. No. To become a stockholder, you must submit a Stock Order Form and
payment, as described below.
Q. May I vote in person at the Special Meeting?
A. Yes. If you attend the Special Meeting, you may revoke your existing proxy,
if any, and vote in person.
PURCHASING STOCK
Q. Who may purchase the common stock?
A. The Bank's depositors and members of the general public may subscribe for
the Company's common stock during the offering period. In the event,
however, that orders exceed the common stock available, the common stock
will be allocated on a priority basis to: (1) depositors of the Bank with
aggregate deposits of $50 or more on September 30, 1996; (2) the Bank's
Employee Stock Ownership Plan; (3) depositors of the Bank with aggregate
deposits of $50 or more on March 31, 1998; (4) depositors of the Bank as of
____________, 1998 (the Voting Record Date") and borrowers of the Bank as
of December 10, 1986 whose loans are outstanding as of the Voting Record
Date; and (5) members of the general public. Please note that you are not
obligated to purchase stock.
Q. How much common stock is being offered?
A. The Company is offering between 1,178,525 and 1,833,646 shares of common
stock which represents a 47% minority ownership interest of the total
common stock expected to be outstanding.
3
<PAGE>
The number of shares offered is based on an independent appraisal of the
Company and the Bank, which determined that the estimated pro forma market
value to be between $25.0 and $39.0 million as of __________, 1998. The
final appraisal value will depend upon market and financial conditions at
the time the Offering is consummated.
Q. What is the price per share?
A. The Company is offering the shares at a purchase price of $10.00 per share.
All purchasers, including the directors and officers, will pay the same
price per share. No commission will be charged for stock purchased in the
Offering.
Q. How do I purchase common stock?
A. Complete the Stock Order Form and submit it to Axia Savings with payment by
10:00 a.m. New Jersey time, on _______, 1998. You may hand-deliver the
Stock Order Form to any Axia Savings office, or you may use the enclosed
Reply Envelope. Payment may be made by check or money order or by
authorization of withdrawal from Axia Savings deposit accounts. (Note that
any applicable penalty for early withdrawal will be waived for such
withdrawals.)
Q. Will I receive interest on funds I submit for stock purchases?
A. Yes. Funds received will be placed in a deposit account at Axia Savings and
interest will be paid at the Bank's passbook account rate from the date
payment is received until the Offering is completed. With respect to
authorized account withdrawals, interest will continue to accrue at the
account's contract rate until the Offering is completed.
Q. What is the minimum and maximum number of shares that I may purchase in the
Offering?
A. The minimum purchase is 25 shares ($250). The maximum individual order in
the Offering is 10,000 shares ($100,000) and no person, together with
associates of and persons acting in concert with such person, may purchase
more than 20,000 shares ($200,000).
Q. Is the common stock insured by the FDIC?
A. No. Stock cannot be insured by the FDIC or any other government agency.
Q. May I obtain a loan from Axia Savings to pay for my shares?
A. No. Regulations do not allow Axia Savings to make loans for this purpose,
but other financial institutions may be able to make such a loan.
Q. Can I subscribe for shares using funds in my IRA at Axia Savings?
4
<PAGE>
A. Applicable regulations do not allow for the purchase of common stock in an
Axia Savings IRA. To utilize such funds to purchase common stock, you need
to establish a self-directed account with an outside trustee. Please call
the Stock Information Center if you wish to utilize your Axia Savings IRA,
or any tax-qualified funds at other institutions to purchase common stock
in the offering. IRA and tax-qualified procedures require additional
processing time, so please contact us as soon as possible.
Q. When does the Offering terminate?
A. The Offering will terminate at 10:00 a.m. New Jersey time, on ______, 1998,
unless extended by the Bank.
Q. What will happen to my order if orders are received for more common stock
than is available?
A. This is referred to as an over-subscription and shares will be allocated on
a priority basis as disclosed in the Prospectus. (The order of priority is
also discussed above.) There is no guarantee than an order will be filled
either in whole or in part. Of course, if we are not able to fill an order
(either wholly or partly), funds remitted which are not used toward the
purchase of stock will be promptly refunded with interest. If payment for
the stock is made by authorization to withdraw the funds from an Axia
Savings account, those funds not used to purchase common stock will remain
in that account along with accrued interest.
Q. When will I receive my stock certificate?
A. Stock certificates will be mailed as soon as practicable after the Offering
is completed. Please be aware that you may not be able to sell the shares
you purchased until you have received a stock certificate.
Q. How may I purchase or sell shares in the future?
A. You may purchase or sell shares through a stockbroker. The Company
anticipates that following the offering the common stock will be listed on
the Nasdaq National Market System under the symbol "___". There can be no
assurance, however, that an active and liquid market for the common stock
will develop.
QUESTIONS?
PLEASE CALL THE STOCK INFORMATION CENTER AT (732) ___ - _____ FROM 9:00 AM
TO 4:00 PM, MONDAY THROUGH FRIDAY.
This brochure is neither an offer to sell nor a solicitation of an offer to buy
common stock. The offer is made only by the Prospectus. The shares of common
stock are not savings accounts or savings deposits and are not insured by the
Federal Deposit Insurance Corporation or any other government agency.
5
LIBERTY BANCORP, INC.
STOCK ORDER FORM
Please read and complete this Stock Order Form.
Instructions are included on the reverse side of this form.
Please note that after consummation of the Offering,
Axia Federal Savings Bank will change its name to Liberty Bank.
DEADLINE FOR DELIVERY
10:00 a.m., local time, on ______, 1998
Please mail the completed Stock Order Form in the enclosed business reply
envelope to the address listed below or hand-deliver to any Axia Federal Savings
Bank office. Copies and facsimiles of Stock Order Forms will not be accepted.
- --------------------------------------------------------------------------------
FOR OFFICE USE ONLY
- ----------- --------- --------- --------
Date Rec'd Batch # Order # Deposit
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(1) NUMBER OF SHARES
- --------------------------------- ------------------------------------- ----------------------------------------
Number of Shares Price per Share Total Amount Due
X $10.00 = $
- --------------------------------- ------------------------------------- ----------------------------------------
(25 Share Minimum)
</TABLE>
(2) METHOD OF PAYMENT
[ ] Enclosed is a check or money order payable to Axia Federal Savings Bank for
$______________.
[ ] I authorize Axia Federal Savings Bank to make the withdrawal(s) from the
Axia Federal Savings Bank account(s) listed below, and understand that the
amounts I authorize below will not otherwise be available to me once this Stock
Order Form is submitted. (There is no early withdrawal penalty for the purchase
of stock.)
Account Number(s) Amount(s)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Total Withdrawal:
(3) PURCHASER INFORMATION
Check the box which applies.
(a)[ ] Eligible Account Holder - Check here if you were a depositor with at
least $50 at Axia Federal Savings Bank on September 30, 1996. List any
account(s) you had at that date below.
(b) [ ] Supplemental Eligible Account Holder - Check here if you were a
depositor with at least $50 at Axia Federal Savings Bank on March 31, 1998, but
are not an Eligible Account Holder. List any account(s) you had at that date
below.
(c) [ ] Other Member - Check here if you were a depositor of Axia Federal
Savings Bank on _______, 1998, but are not an Eligible or Supplemental Eligible
Account Holder. List any account(s) you had at that date below.
<PAGE>
(d) [ ] Check here if you were not an Axia Federal Savings Bank account holder
at any of the above dates.
Account Title (Name(s) on Account) Account Number
- ---------------------------------- -------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
If additional space is needed, please attach a separate page and
submit it with this Stock Order Form.
(4) STOCK REGISTRATION (Please Print Clearly - The registration information you
list below will be utilized for subsequent mailings, including the registration
of stock certificates. Please make sure the information is complete and
legible).
<TABLE>
<CAPTION>
<S> <C>
- ------------------------------------------------------------------------------------------------------------
(First Name, Middle Initial, Last Name) Social Security No./Tax ID# (certificate will show this number)
- ------------------------------------------------------------------------------------------------------------
(First Name, Middle Initial, Last Name) Social Security No./Tax ID#
- ------------------------------------------------------------------------------------------------------------
(Street Address) (Daytime Phone Number)
- ------------------------------------------------------------------------------------------------------------
(City, State, Zip Code) (Evening Phone Number)
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(5) FORM OF STOCK OWNERSHIP (check one - see reverse side of this Form for
ownership definitions)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
[ ] Individual [ ] Joint Tenants [ ] Tenants in Common [ ] Uniform Transfer to Minors
[ ] IRA (for broker use only) [ ] Corporation [ ] Fiduciary (Under Agreement Dated___, 199__) [ ] Other ______________
</TABLE>
(6) NASD AFFILIATION (Check and initial only if applicable.)
- --------------------------------------------------------------------------------
[ ] Check here and initial below if you are a member of the NASD ("National
Association of Securities Dealers") or a person associated with an NASD member
or a member of the immediate family of any such person to whose support such
person contributes, directly or indirectly, or if you have an account in which
an NASD member, or person associated with an NASD member, has a beneficial
interest. I agree (i) not to sell, transfer or hypothecate the stock for a
period of 90 days following issuance; and (ii) to report this subscription in
writing to the applicable NASD member I am associated with within one day of
payment for the stock.
____ (Please initial)
(7) ACKNOWLEDGMENT AND SIGNATURE (VERY IMPORTANT)
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I(we) acknowledge receipt of the Prospectus dated _________, 1998, and that
I(we) have been advised to read the Prospectus (including the section entitled
"Risk Factors"). I(we) understand that, after receipt by Axia Federal Savings
Bank, this order may not be modified or withdrawn without the consent of Axia
Federal. I(we) hereby certify that the shares which are being subscribed for are
for my(our) account only, and that I(we) have no present agreement or
understanding regarding any subsequent sale or transfer of such shares and I(we)
confirm that my(our) order does not conflict with the purchase limitation and
ownership limitation provisions in the Plan of Reorganization from Mutual
Savings Association to Mutual Holding Company and Stock Issuance Plan. I(we)
acknowledge that the common stock being ordered is not a deposit or savings
account, is not insured by the FDIC and is not guaranteed by Axia Federal
Savings Bank, or any government agency. Under penalties of perjury, I(we)
certify that (1) the Social Security #(s) or Tax ID#(s) given above is(are)
correct; and (2) I(we) am(are) not subject to backup withholding tax. (You must
cross out #2 above if you have been notified by the Internal Revenue Service
that you are subject to backup withholding because of underreporting interest or
dividends on your tax return).
Please sign and date this form. Only one signature is required, unless
authorizing a withdrawal from an Axia Federal Savings Bank deposit account
requiring more than one signature to withdraw funds. If signing as a custodian,
corporate officer, etc., please include your full title.
____________________________________________
Signature Title (if applicable) Date
____________________________________________
Signature Title (if applicable) Date
THIS ORDER NOT VALID UNLESS SIGNED - WE RECOMMEND RETAINING A COPY
OF THIS FORM FOR YOUR RECORDS
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QUESTIONS? Please call (732) ___-____ from 9:00 am to 4:00 pm, Monday-Friday
Stock Information Center: 1410 St. Georges Avenue, Avenel, New Jersey 07001
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THE SHARES OF COMMON STOCK ARE NOT DEPOSIT ACCOUNTS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
<PAGE>
STOCK ORDER FORM INSTRUCTIONS
(1) NUMBER OF SHARES -- Indicate the number of shares of Liberty Bancorp, Inc.
common stock that you wish to purchase and indicate the amount due. The minimum
purchase is 25 shares or $250. No individual person may purchase more than
$100,000 in the Offering. No person, together with associates or persons acting
in concert with such person, may purchase more than $100,000 in the Offering.
Axia Federal Savings Bank reserves the right to accept or reject orders placed
in the Offering.
(2) METHOD OF PAYMENT -- Payment for shares may be made by check or money order
payable to Axia Federal Savings Bank. Funds received in this form of payment
will be cashed immediately and deposited into a separate account established for
the purposes of this Offering. You will earn interest at Axia Federal Savings
Bank's passbook rate (currently ___%) from the time funds are received until the
Offering is consummated.
You may pay for your shares by withdrawal from your Axia Federal Savings Bank
deposit account(s). Indicate the account number(s) and the amount(s) to be
withdrawn. These funds will be unavailable to you from the time this Stock Order
Form is received until the Offering is consummated. The funds will continue to
earn interest at the account's contractual rate until the Offering is
consummated. Please contact the Stock Information Center early in the Offering
period, if you are intending to utilize Axia Federal Savings Bank IRA or Keogh
funds (or any other IRA funds) to make your stock purchase.
(3) PURCHASER INFORMATION -- Check the applicable box. This information is very
important because eligibility dates are utilized to prioritize your order in the
event that we receive more stock orders than available stock. List the name(s)
on the deposit account(s) and account number(s) that you held at the applicable
date. Please see the portion of the Prospectus entitled "The Reorganization and
Offering - Subscription Offering" for a detailed explanation of how shares will
be allocated in the event the Offering is oversubscribed. Failure to complete
this section, completing this section incorrectly or omitting information in
this section could result in a loss of all or part of your stock allocation.
(4) STOCK REGISTRATION -- Please CLEARLY PRINT the name(s) and address in which
you want the stock certificate registered and mailed. If you are exercising
subscription rights by purchasing in the Subscription Offering as an Axia
Federal Savings Bank (i) eligible depositor as of 9/30/96 or (ii) eligible
depositor as of 3/31/98, or (iii) other depositor as of ________, 1998, you must
register the stock in the name of one of the account holders listed on your
account as of the applicable date. However, adding the name(s) of other persons
who are not account holders, or were account holders at a later date than
yourself, will be a violation of your subscription right and will result in a
loss of your purchase priority. NOTE: ONE STOCK CERTIFICATE WILL BE GENERATED
PER ORDER FORM. IF VARIOUS REGISTRATIONS AND SHARE AMOUNTS ARE DESIRED ON
VARIOUS CERTIFICATES, A SEPARATE STOCK ORDER FORM MUST BE COMPLETED FOR EACH
CERTIFICATE DESIRED.
Enter the Social Security Number or Tax ID Number of the registered owner(s).
The first number listed will be identified with the stock certificate for tax
purposes. Be sure to include at least one phone number, in the event you must be
contacted regarding this Stock Order Form.
(5) FORM OF STOCK OWNERSHIP -- Please check the one type of ownership applicable
to your registration. An explanation of each follows:
GUIDELINES FOR REGISTERING STOCK
For reasons of clarity and standardization, the stock transfer industry has
developed uniform stockholder registrations which we will utilize in the
issuance of your Liberty Bancorp, Inc. stock certificate(s). If you have any
questions, please consult your legal advisor.
Stock ownership must be registered in one of the following manners:
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INDIVIDUAL: Avoid the use of two initials. Include the first given name,
middle initial and last name of the stockholder. Omit words of
limitation that do not affect ownership rights such as "special
account," "single man," "personal property," etc. If the stock is
held individually upon the individual's death, the stock will be
owned by the individual's estate and distributed as indicated by
the individual's will or otherwise in accordance with law.
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JOINT: Joint ownership of stock by two or more persons shall be
inscribed on the certificate with one of the following types of
joint ownership. Names should be joined by "and"; do not connect
with "or." Omit titles such as "Mrs.," "Dr.," etc. JOINT
TENANTS--Joint Tenancy with Right of Survivorship and not as
Tenants in Common may be specified to identify two or more owners
where ownership is intended to pass automatically to the
surviving tenant(s). TENANTS IN COMMON--Tenants in Common may be
specified to identify two or more owners. When stock is held as
tenancy 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 in this form of ownership.
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UNIFORM TRANSFER Stock may be held in the name of a custodian for a minor
TO MINORS: under the Uniform Transfers to Minors laws of the individual
states. There may be only one custodian and one minor designated
on a stock certificate. The standard abbreviation of custodian is
"CUST,", while the description "Uniform Transfers to Minors Act"
is abbreviated "UNIF TRAN MIN ACT." Standard U.S. Postal Service
state abbreviations should be used to describe the appropriate
state. For example, stock held by John P. Jones under the Uniform
Transfers to Minors Act will be abbreviated: JOHN P. JONES CUST
SUSAN A. JONES UNIF TRAN MIN ACT NJ
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FIDUCIARIES: Stock held in a fiduciary capacity must contain the following:
1. The name(s) of the fiduciary(ies):
o If an individual, list the first given name, middle
initial and last name.
o If a corporation, list the corporate title
o If an individual and a corporation, list the
corporation's title before the individual.
2. The fiduciary capacity: Adminstrator, Concervator, Committee,
Executor, Trustee, Personal Representative, Custodian
3. The type of document governing the fiduciary relationship.
Generally, such relationships are either under a form of
living trust agreement or pursuant to a court order. Without a
document establishing a fiduciary relationship, your stock may
not be registered in a fiduciary capacity.
4. The date of the document governing the relationship. The date
of the document need not be used in the description of a trust
created by a will.
5. Either of the following:
The name of the maker, donor or testator OR
The name of the beneficiary
Example of Fiduciary Ownership:
JOHN D. SMITH, TRUSTEE FOR TOM A. SMITH
UNDER AGREEMENT DATED 6/9/74
(6) NASD AFFILIATION -- Check the box and initial, if applicable.
(7) ACKNOWLEDGMENT AND SIGNATURE -- Stock order forms submitted without a
signature will not be accepted. Only one signature is required, unless the
method of payment section of this Form includes authorization to withdraw from
an Axia Federal Savings Bank account requiring more than one signature. If
signing as a custodian, trustee, corporate officer, etc., please include your
title. If exercising a Power of Attorney, you must submit a copy of the POA
agreement with this Form.
