As filed with the Securities and Exchange Commission on April 3, 2000
Registration No. 333-92913
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM SB-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ALAMOGORDO FINANCIAL CORPORATION
(Name of Small Business Issuer in its Charter)
<TABLE>
<CAPTION>
Federal 6712 74-2819148
<S> <C> <C>
(State or Other Jurisdiction of (Primary Standard (I.R.S. Employer
Incorporation or Organization) Industrial Classification) identification number)
</TABLE>
500 10th Street
Alamogordo, New Mexico
(505) 437-9334
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
R. Miles Ledgerwood
President and Chief Executive Officer
500 10th Street
Alamogordo, New Mexico 88310
(505) 437-9334
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Eric Luse, Esq.
Kenneth R. Lehman, Esq.
Luse Lehman Gorman Pomerenk & Schick
5335 Wisconsin Avenue, N.W., Suite 400
Washington, D.C. 20015
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
check the following box: [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, 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. [X] Registration Number 333-92913
If this form is a post-effective amendment filed pursuant to Rule 462(d) 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 delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Proposed Proposed maximum
Title of each class of Amount to be maximum offering aggregate Amount of
securities to be registered registered price per share offering price (1) registration fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.10 par value per share 1,101,643 shares $10.00 $11,016,430 (2)
- -------------------------------------------------------------------------------------------------------------------------
Participation Interests (3) (4)
=========================================================================================================================
</TABLE>
- --------
(1) Estimated solely for the purpose of calculating the registration fee.
(2) The registration fee of $3,063 was paid on December 16, 1999, upon the
initial filing of the Registration Statement.
(3) Includes an indeterminate number of interests to purchase the Common Stock
pursuant to the Alamogordo Federal Savings and Loan Association 401(k)
Profit Sharing Plan.
(4) The securities of Alamogordo Financial Corporation to be purchased by the
Alamogordo Federal Savings and Loan Association 401(k) Profit Sharing Plan
as adopted by the Alamogordo Federal Savings and Loan Association are
included in the amount shown for Common Stock. However, Pursuant to Rule
457(h) of the Securities Act of 1933,as amended, no separate fee is
required for the participation interests. Pursuant to such rule, the amount
being registered has been calculated on the basis of the number of shares
of Common Stock that may be purchased with the current assets of such plan.
<PAGE>
PROSPECTUS SUPPLEMENT
ALAMOGORDO FINANCIAL CORPORATION
Up to 640,751 Shares of Common Stock
================================================================================
Alamogordo Financial Corporation, the holding company for Alamogordo Federal
Savings and Loan Association, is offering shares of its common stock for a
purchase price of $10.00 per share. Alamogordo Financial Corporation is the
wholly-owned subsidiary of AF Mutual Holding Company. The shares we are offering
will represent between 28.0% and 38.0% of the shares of common stock outstanding
after the offering. AF Mutual Holding Company will own between 72.0% and 62.0%
of our shares outstanding after the offering. We expect that Alamogordo
Financial's common stock will be quoted on the OTC Bulletin Board under the
symbol "ALMO."
================================================================================
TERMS OF THE OFFERING
Price: $10.00 Per Share
Adjusted
Minimum Maximum Maximum
------- ------- -------
Number of shares ............... 303,450 557,175 640,751
Underwriting commissions
and fixed expenses ............ $ 650,000 $ 650,000 $ 650,000
Net proceeds ................... $2,385,000 $4,922,000 $5,758,000
Net proceeds per share ......... $ 7.86 $ 8.83 $ 8.99
The Adjusted Maximum column reflects that we may increase the
maximum number of shares that we may sell to up to 640,751
shares. We will not sell more than 557,175 shares
unless the Office of Thrift Supervision approves the increase.
Subscribers are not required to be notified of any
increase in the number of shares that we sell.
-------------------
This Investment Involves a High Degree of Risk, Including Possible
Loss of Principal.
PLEASE READ THE RISK FACTORS BEGINNING ON PAGE 12 OF THE
PROSPECTUS DATED FEBRUARY 11, 2000
AND PAGE 6 OF THIS PROSPECTUS SUPPLEMENT
These securities are not deposits or accounts and are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other governmental agency.
Neither the Securities and Exchange Commission, the Office of Thrift
Supervision, the Federal Deposit Insurance Corporation, nor any state securities
regulator has approved or disapproved these securities or determined if this
prospectus is accurate or complete. It is illegal for anyone to tell you
otherwise.
We are offering the common stock on a best efforts basis, and subject to certain
other conditions. The minimum number of shares that you may purchase is 25
shares. Payments received prior to closing will be held in an account at
Alamogordo Federal Savings and Loan Association which will bear interest at
Alamogordo Federal Savings and Loan Association's passbook rate.
------------------
KEEFE, BRUYETTE & WOODS, INC.
------------------
The date of this prospectus supplement is April ___, 2000
<PAGE>
ADDITIONAL INFORMATION
This prospectus supplement updates the pro forma effect, capitalization and
regulatory capital of Alamogordo Financial and Alamogordo Federal as a result of
an updated independent appraisal, as well as a change to the number of shares
offered in the stock offering. This prospectus supplement should be read in
conjunction with the prospectus dated February 11, 2000.
Another copy of the February 11, 2000 prospectus may be obtained should you
desire one, from the Stock Information Center, located at 500 10th Street,
Alamogordo, New Mexico or by calling (505) 443-2521. To ensure that each
purchaser receives a prospectus supplement and an additional copy of the
February 11 prospectus, in a timely manner, requests must be received at least
48 hours prior to 12:00 Noon, local time, April ____, 2000, in accordance with
Rule 15c2-8 under the Securities Exchange Act of 1934. No prospectus supplement
or prospectus will be mailed any later than five days prior to such date or hand
delivered any later than two days prior to such date. Execution of the Stock
Election Form will confirm receipt or delivery in accordance with Rule 15c2-8.
Alamogordo Financial has filed with the Securities and Exchange Commission
a post-effective amendment to a registration statement under the Securities Act
of 1933 with respect to the common stock offered hereby. As permitted by the
rules and regulations of the Securities and Exchange Commission, this prospectus
supplement does not contain all the information set forth in the registration
statement. Such information, including the updated appraisal report which is an
exhibit to the registration statement, can be examined without charge at the
public reference facilities of the Securities and Exchange Commission 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. In addition, the SEC maintains a
web site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC, including Alamogordo Financial. The statements contained in this
prospectus supplement as to the contents of any contract or other document filed
as an exhibit to the post effective registration statement are, of necessity,
brief descriptions of the material terms of, and should be read in conjunction
with, such contract or document.
In addition, Alamogordo Financial has filed a post-effective amendment to
its Application on Form MHC-2 with respect to the stock issuance. Pursuant to
the rules and regulations of the OTS, this prospectus supplement omits certain
information, including the updated appraisal valuation, contained in the
application. The Application may be examined at the principal office of the
Office of Thrift Supervision, 1700 G Street, N.W., Washington, D.C. 20552, and
at the Midwest Regional Office of the Office of Thrift Supervision located at
122 West John Carpenter Freeway, Suite 600, Irving, Texas 75039-2010.
A copy of the Stock Issuance Plan and the charter and bylaws of Alamogordo
Financial, Alamogordo Federal and AF Mutual Holding Company are available
without charge from Alamogordo Federal. Requests for such information should be
directed to: Corporate Secretary, Alamogordo Financial, 500 10th Street,
Alamogordo, New Mexico.
The following information relates to certain material changes from the
prospectus dated February 11, 2000. Other than as presented below, this
prospectus supplement is qualified in its entirety by the more detailed
information contained in the February 11 prospectus.
2
<PAGE>
THE EXTENDED OFFERING
Summary
This supplement amends the prospectus dated February 11, 2000 of
Alamogordo Financial Corporation. Pursuant to the February 11 prospectus,
Alamogordo Financial offered up to 972,038 shares of its common stock at a
purchase price of $10.00 per share. Alamogordo Financial is extending the stock
offering and changing some of the terms of the stock offering, and the purpose
of the prospectus supplement is to describe these changes. You should read the
February 11 prospectus in conjunction with this prospectus supplement. The
information presented in this supplement supersedes information contained in the
February 11 prospectus. You may obtain a copy of the February 11 prospectus by
contacting the Stock Information Center. The shares of common stock offered by
the prospectus supplement are not savings accounts or deposits and are not
insured by the Federal Deposit Insurance Corporation or any other government
agency. TO FULLY UNDERSTAND THE OFFERING, YOU SHOULD CAREFULLY READ THIS ENTIRE
PROSPECTUS SUPPLEMENT AND THE FEBRUARY 11 PROSPECTUS.
Change in the Independent Valuation
January 21, 2000 Appraisal. As described in the Prospectus dated
February 11, 2000, RP Financial advised Alamogordo Financial that in its
opinion, dated January 21, 2000, the estimated pro forma market value of the
common stock of Alamogordo Financial on a fully converted basis, ranged from a
minimum of $12.75 million to a maximum of $17.25 million with a midpoint of
$15.0 million. The board of directors of Alamogordo Financial determined that
the common stock should be sold at $10.00 per share and that of the shares
outstanding immediately after the offering, 49.0% should be held by purchasers
in the offering, and 51.0% should be held by AF Mutual Holding Company. Based on
the estimated valuation range and the purchase price, the February 11, 2000
prospectus assumed that the number of shares of Alamogordo Financial's common
stock that would be outstanding upon completion of the stock offering would
range from 1,275,000 to 1,725,000, and the number of shares of Alamogordo
Financial's common stock offered in the stock offering ranged from between
624,750 shares to 845,250 shares, with a midpoint of 735,000 shares. Based on
these assumptions, the number of shares that AF Mutual Holding Company would own
after the offering would range from 650,250 to 879,750. The February 11, 2000
prospectus provided that the estimated valuation range could be amended with the
approval of the Office of Thrift Supervision, if required, or if necessitated by
subsequent developments in the financial condition of Alamogordo Financial and
Alamogordo Federal or market conditions generally.
March 17, 2000 Updated Appraisal. RP Financial has prepared an updated
appraisal, and has advised Alamogordo Financial that in its opinion, dated March
17, 2000, the estimated pro forma market value of the common stock of Alamogordo
Financial on a fully converted basis, ranged from a minimum of $10.8 million to
a maximum of $15.0 million with a midpoint of $12.75 million. The board of
directors of Alamogordo Financial affirmed its prior decision that the common
stock should be sold at $10.00 per share. Based on the results of the offering
period that concluded on March 15, 2000, the Board of Directors determined that
of the shares outstanding immediately after the offering, between 28.0% and
38.0% should be held by purchasers in the offering, and between 72.0% and 62.0%,
respectively, should be held by AF Mutual Holding Company. Based on the
estimated valuation range and the purchase price, the number of shares of
Alamogordo Financial's common stock that will be outstanding upon completion of
the stock offering will range from 1,083,750 to 1,466,250, and the number of
shares of Alamogordo Financial's common stock that will be sold in the stock
offering will range from between 303,450 shares to 557,175 shares, with a
midpoint of 420,750 shares. Based on these assumptions, the number of shares
that AF Mutual Holding Company will own after the offering will range from
671,925 to 909,075.
RP Financial indicated that the basis for the decrease in the updated
appraisal was primarily (i) current market conditions in that the prices of
thrift stocks generally having declined subsequent to January 21, 2000, (ii)
prices of thrift stocks in several recent conversion offerings have decreased
below their initial offering prices, (iii) prices of mutual holding company
stocks in most recent conversion offerings have decreased below their initial
offering prices, and (iv) the level of subscriptions in the offering as of March
15, 2000, which amounted to $2.3 million, exclusive of any ESOP subscriptions.
Alamogordo Financial believes that recent increases in market rates of interest
may have contributed significantly to the decline in market conditions and that
future increases, if any, may also have an adverse effect on market conditions.
Although the decrease in the independent appraisal may make Alamogordo
Financial's common stock more attractive to investors since each dollar invested
will likely result in a larger percentage of Alamogordo Financial being
purchased by the investor, there can be no assurance that it reflects the actual
market value of Alamogordo Financial or that resales of the common stock may be
made at or above the price for which the shares were purchased.
3
<PAGE>
Changing, Maintaining or Cancelling Your Original Order
If you submitted an order prior to the date of this prospectus
supplement and you wish to MAINTAIN or to CHANGE you original order, you must
sign and return the enclosed stock election form so that it is received no later
than 12:00, Noon, local time, April ____, 2000. IF WE DO NOT RECEIVE YOUR STOCK
ELECTION FORM WE WILL AUTOMATICALLY CANCEL YOUR ORIGINAL ORDER, AND EITHER
CANCEL YOUR WITHDRAWAL AUTHORIZATION OR PROMPTLY RETURN YOUR SUBSCRIPTION FUNDS
WITH INTEREST.
Change in the Deadline for Orders of Common Stock
The extended community offering will terminate at 12:00 Noon, local
time, on April ___, 2000. We may further extend the offering termination date
without notifying you that we are doing so. We will need regulatory approval to
extend the offering beyond April 29, 2000.
Terms of the Offering and Marketing Arrangements
As described above, Alamogordo Financial affirmed its decision that the
common stock should be sold at $10.00 per share. Based on the results of the
offering period that concluded on March 15, 2000, the Board of Directors
determined that of the shares outstanding immediately after the offering,
between 28.0% and 38.0% should be held by purchasers in the offering, and
between 72.0% and 62.0%, respectively, should be held by AF Mutual Holding
Company. The percentage of the outstanding shares that will be owned by
stockholders other than AF Mutual Holding Company may range from 28.0% to 38.0%
at all levels of the appraised value range. For example, at the minimum of the
offering range Alamogordo Financial may sell any number of shares between
303,450 shares (28.0%) and 411,825 shares (38.0%).
We are offering between 303,450 and 557,175 shares of common stock in
the offering. After the offering, AF Mutual Holding Company will own between
671,925 and 909,075 shares of common stock, and our total outstanding shares
will be between 1,083,750 and 1,466,250. As a result of changes in financial
markets, the number of shares we sell in the offering and issue to AF Mutual
Holding Company may increase by up to 15%. If we increase the number of shares
by 15%, then we will sell between 472,132 and 640,751 shares in the offering, we
will issue between 1,045,436 and 1,214,155 shares to AF Mutual Holding Company,
and we will have a total of 1,686,187 shares outstanding after the offering. If
we increase the number of shares we issue by no more than 15%, you will not have
the opportunity to change or cancel your stock order. The offering price is
$10.00 per share. Keefe, Bruyette & Woods, Inc. will use its best efforts to
assist us in selling our stock.
Changes in Limits On Your Purchase of Common Stock
We have not changed the purchase limitations in the offering. Your
orders for common stock will be limited in the following ways:
o the minimum order is 25 shares;
o in the subscription offering, the maximum amount that may be
purchased by an individual depositor or group of depositors with
a single deposit account is $150,000;
o in the community offering, the maximum amount that an individual
may purchase is $150,000;
o the total amount that an individual with his or her associates
may purchase is $200,000; and
o if we receive orders for a greater number of shares than we are
offering, then we will allocate the shares that we issue as
described in "The Stock Offering--Limitations on Stock Purchases"
in the February 11 prospectus. As a result, you may receive a
smaller number of shares than you ordered.
For additional information on these purchase limitations see "The Stock
Offering--Limitations on Stock Purchases" in the February 11 prospectus.
How We Intend to Use the Proceeds We Raise From the Offering
Alamogordo Financial intends to contribute 50% of the offering proceeds
to Alamogordo Federal. Because the offering proceeds will be less than the
amount described in the February 11 prospectus, the actual amount that will be
contributed will to Alamogordo Federal will be less. Assuming we sell 420,000
shares at the midpoint of the offering, and our offering expenses are $650,000,
we intend to distribute the net proceeds from the offering as follows:
4
<PAGE>
o $1.8 million will be contributed to Alamogordo Federal;
o $336,000,000 will be loaned to the employee stock ownership plan
of Alamogordo Federal to fund its purchase of common stock; and
o $1.4 million will be retained by Alamogordo Financial.
Alamogordo Financial continues to intend to use the net proceeds
retained from the offering as a possible source of funds to finance the
acquisition of other financial institutions and other businesses, pay dividends
to stockholders, repurchase common stock, purchase mortgage-backed and
investment securities, or for other general corporate purposes. Alamogordo
Federal may use the proceeds it receives to establish or acquire additional
branch offices, fund new loans, purchase mortgage-backed and investment
securities, fund the recognition and retention plan or for general corporate
purposes. Because the amount of the proceeds will be less than the amount
described in the February 11 prospectus, Alamogordo Financial will probably be
less likely to be able to complete an acquisition.
Changes in the Additional Compensation and Benefits That Our Directors, Officers
and Employees Will Have After the Stock Offering
The benefit plans that we intend to provide for our officers, directors
and employees have not changed. Stock benefits will continue to be offered to
these persons at no cost to them. As described in the February 11 prospectus,
the number of shares that will be awarded under these plans is based on a
percentage of the shares sold in the offering. Because the number of shares that
is being offered has been decreased from the number offered pursuant to the
February 11 prospectus, the actual number of shares that will be awarded
pursuant to these plans will be less. As we stated in the February 11
prospectus, we will not implement a stock option plan or recognition and
retention plan unless our stockholders approve them. We do not expect to ask our
stockholders to approve these plans until at least six months after we complete
the offering. We expect that these plans will purchase in the open market the
shares to fund the awards, although the plans may be funded from our authorized
but unissued shares.
Proposed Purchases of Common Stock by Management
Because the size of the offering has been reduced, the percentage of
the outstanding shares that will be owned by management will increase. The
following table presents certain information as to the approximate purchases of
common stock by each of our directors and by executive officers as a group,
including their associates, as defined by applicable regulations. No individual
has entered into a binding agreement to purchase these shares and, therefore,
actual purchases could be more or less than indicated. For purposes of the
following table, sufficient shares are assumed to be available to satisfy
subscriptions in all categories. Our directors and executive officers and their
associates, and our employees will pay the same price as all other subscribers
for the shares for which they subscribe.
<TABLE>
<CAPTION>
As a Percentage of Shares Sold
----------------------------------
Number Minimum Adjusted
of of Maximum
Name Amount of Shares Offering Range of Offering Range
---- ------ --------- -------------- -----------------
<S> <C> <C> <C> <C>
Robert W. Hamilton ............ $150,000 15,000 4.9% 2.3%
S. Thomas Overstreet .......... 150,000 15,000 4.9 2.3
Marilyn L. Mott ............... 50,000 5,000 1.6 *
Earl E. Wallin ................ 50,000 5,000 1.6 *
R. Miles Ledgerwood ........... 50,000 5,000 1.6 *
Executive officers who are
not directors (4 persons) .... 86,000 8,600 2.8 1.3
-------- -------- ---- ---
Total to be purchased by
directors and executive
officers ................... $536,000 53,600 17.7% 8.4%
======== ======== ==== ===
</TABLE>
How You May Obtain Additional Information Regarding the Offering
If you have any questions regarding the offering, please call the Stock
Information Center at (505) 443- 2521.
5
<PAGE>
ADDITIONAL RISK FACTOR
You should consider carefully the following risk factor, in addition to
those disclosed in the February 11 prospectus, before deciding whether to invest
in our common stock.
Our Common Stock Will Not be Liquid.
Because we are offering fewer shares than we offered pursuant to the
February 11 prospectus, our common stock will be even less liquid that we stated
in the February 11 prospectus. As we stated in the February 11 prospectus, we
have never issued common stock to the public. Consequently, there is no
established market for the common stock. We expect that the common stock will
trade on the over-the-counter market with quotations available the OTC Bulletin
Board after the offering. We do not believe that a liquid trading market in
shares of our common stock will develop. Persons purchasing shares may not be
able to sell their shares when they desire if a liquid trading market does not
develop or sell them at a price equal to or above the initial offering price of
$10.00 per share even if a liquid trading market develops.
6
<PAGE>
ALAMOGORDO FEDERAL'S REGULATORY CAPITAL COMPLIANCE
At December 31, 1999, Alamogordo Federal exceeded each of its regulatory
capital requirements. Set forth below is a summary of Alamogordo Federal's
compliance with the OTS capital standards as of December 31, 1999, on an
historical and pro forma basis assuming that the indicated number of shares were
sold for $10.00 per share as of such date and receipt by Alamogordo Federal of
50% of the net proceeds. For purposes of the table below, the amount expected to
be borrowed by the ESOP and the cost of the shares expected to be acquired by
the recognition and retention plan are deducted from pro forma regulatory
capital. See "Management."
At or for the Year Ended December 31, 1999
Based On the Sale of Common Stock for $10.00 Per Share
------------------------------------------------------
10,837,500
Independent
Valuation
Historical 303,450
At December 31, Shares
1999 Sold (1)
----------------- -------------------
Percent Percent
of of
Amount Assets(2) Amount Assets(2)
------ --------- ------ ---------
GAAP capital ........... $22,702 14.5% $23,530 14.9%
Tangible capital:
Tangible capital(3) .... $22,679 14.4% $23,507 14.9%
Requirement ............ 2,357 1.5 2,373 1.5
----- --- ----- ---
Excess ................. $20,323 12.9% $21,135 13.4%
======= ==== ======= ====
Core capital:
Core capital(3) ........ $22,679 14.4% $23,507 14.9%
Requirement(4) ......... 4,713 3.0 4,745 3.0
----- --- ----- ---
Excess ................. $17,966 11.4% $18,762 11.9%
======= ==== ======= ====
Risk-based capital:
Risk-based capital(3)(5) $23,108 29.9% $23,943 30.7%
Requirement ............ 6,187 8.0 6,229 8.0
----- --- ----- ---
Excess ................. $16,921 21.9% $17,714 22.7%
======= ==== ======= ====
<TABLE>
<CAPTION>
At or for the Year Ended December 31, 1999
Based On the Sale of Common Stock for $10.00 Per Share
------------------------------------------------------------
$12,750,000 Independent Valuation
------------------------------------------------------------
357,000 420,750 484,500
Shares Shares Shares
Sold Sold Sold
----------------- ------------------- ------------------
Percent Percent Percent
of of of
Amount Assets(2) Amount Assets(2) Amount Assets(2)
------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
GAAP capital ........... $23,734 15.0% $23,976 15.1% $24,218 15.3%
Tangible capital:
Tangible capital(3) .... $23,711 15.0% $23,953 15.1% $24,195 15.2%
Requirement ............ 2,376 1.5 2,381 1.5 2,385 1.5
----- --- ----- --- ----- ---
Excess ................. $21,334 13.5% $21,572 13.6% $21,810 13.7%
======= ==== ======= ==== ======= ====
Core capital:
Core capital(3) ........ $23,711 15.0% $23,953 15.1% $24,195 15.2%
Requirement(4) ......... 4,753 3.0 4,761 3.0 4,770 3.0
-- ----- --- ----- --- ----- ---
Excess ................. $18,958 12.0% $19,192 12.1% $19,425 12.2%
======= ==== ======= ==== ======= ====
Risk-based capital:
Risk-based capital(3)(5) $24,148 31.0% $24,392 31.2% $24,636 31.5%
Requirement ............ 6,239 8.0 6,250 8.0 6,262 8.0
----- --- ----- --- ----- ---
Excess ................. $17,909 23.0% 18,141 23.2% $18,374 23.5%
======= ==== ====== ==== ======= ====
</TABLE>
<PAGE>
At or for the Year Ended December 31, 1999
Based On the Sale of Common Stock for $10.00 Per Share
------------------------------------------------------
14,662,500 16,861,875
Independent Independent
valuation valuation
557,175 640,751
Shares Shares
Sold (2) Sold
------------------ ------------------
Percent Percent
of of
Amount Assets(2) Amount Assets(2)
------ --------- ------ ---------
GAAP capital ........... $24,494 15.4% $24,812 15.6%
Tangible capital:
Tangible capital(3) .... $24,471 15.4% $24,789 15.5%
Requirement ............ 2,390 1.5 2,396 1.5
Excess ................. $22,081 13.9% $22,393 14.0%
Core capital:
Core capital(3) ........ $24,471 15.4% $24,789 15.5%
Requirement(4) ......... 4,780 3.0 4,792 3.0
Excess ................. $19,691 12.4% $19,997 12.5%
Risk-based capital:
Risk-based capital(3)(5) $24,914 31.8% $25,234 32.1%
Requirement ............ 6,275 8.0 6,290 8.0
Excess ................. $18,639 23.8% $18,944 24.1%
- -----------------------
(1) As adjusted to give effect to a 15% increase in the number of shares
outstanding after the offering which could occur due to an increase in the
maximum of the independent valuation as a result of regulatory
considerations, demand for the shares, or changes in market conditions or
general financial and economic conditions following the commencement of the
offering.
(2) Tangible capital levels are shown as a percentage of tangible assets. 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.
(3) Pro forma capital levels assume that Alamogordo Federal funds the
recognition and retention plan, which purchases in the open market 4% of
the common stock sold in the stock offering at a price equal to the price
for which the shares are sold in the offering, and that the ESOP purchases
8% of the shares sold in the stock offering. See "Management" in the
February 11 prospectus for a discussion of the recognition and retention
plan and ESOP.
(4) The current core capital requirement for savings associations 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
thrifts that receive the highest supervisory rating for safety and
soundness and a 4% to 5% core capital ratio requirement for all other
thrifts. See "Regulation--Standards for Safety and Soundness--Capital
Requirements" in the February 11 prospectus.
(5) Assumes net proceeds are invested in assets that carry a risk-weighting
equal to the average risk weighting of Alamogordo Federal's risk weighted
assets as of December 31, 1999.
7
<PAGE>
ALAMOGORDO FINANCIAL'S CAPITALIZATION
The following table presents the historical consolidated capitalization of
Alamogordo Financial at December 31, 1999, and the pro forma consolidated
capitalization after giving effect to the stock offering, based upon the sale of
the number of shares indicated in the table and the other assumptions set forth
under "Pro Forma Data."
<TABLE>
<CAPTION>
At or for the Year Ended December 31, 1999
Based On the Sale of Common Stock for $10.00 Per Share
--------------------------------------------------------------------------------
10,837,500 14,662,500 16,861,875
Independent $12,750,000 Independent Valuation Independent Independent
Valuation ------------------------------------- Valuation Valuation
Historical 303,450 357,000 420,750 484,500 557,175 640,751
December 31, Shares Shares Shares Shares Shares Shares
1999 Sold(1) Sold Sold Sold Sold(2) Sold
---- ------- ---- ---- ---- ------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Deposits(2) .......................... $ 123,351 $ 123,351 $ 123,351 $ 123,351 $ 123,351 $ 123,351 $ 123,351
FHLB advances ........................ 10,000 10,000 10,000 10,000 10,000 10,000 10,000
--------- --------- --------- --------- --------- --------- ---------
Total deposits and borrowed funds .... $ 133,351 $ 133,351 $ 133,351 $ 133,351 $ 133,351 $ 133,351 $ 133,351
========= ========= ========= ========= ========= ========= =========
Stockholders' equity:
Preferred Stock, $.10 par value,
10,000,000 shares authorized;
none to be issued(3) ................ $ -- $ 108 $ 128 $ 128 $ 128 $ 147 $ 169
Common Stock, $.10 par value per
share: 10,000,000 shares
authorized; shares to be issued
as reflected
Additional paid-in capital(3) ........ -- 2,276 2,793 3,430 4,068 4,775 5,589
Retained earnings .................... 22,702 22,702 22,702 22,702 22,702 22,702 22,702
Less:
Common Stock acquired by ESOP(4) ..... -- (243) (286) (337) (388) (446) (513)
Common Stock acquired by
recognition and retention plan(5) ... -- (121) (143) (168) (194) (223) (256)
--------- --------- --------- --------- -------- --------- ---------
Total stockholders' equity ........... $ 22,702 $ 24,722 $ 25,194 $ 25,755 $ 26,316 $ 26,955 $ 27,691
========= ========= ========= ========= ========= ========= =========
Total stockholders' equity
as a percentage of pro forma
total assets ........................ 14.49% 15.58% 15.83% 16.12% 16.42% 16.75% 17.13%
========= ========= ====== ===== ====== ===== =====
</TABLE>
- ---------
(1) As adjusted to give effect to a 15% increase in the number of shares
outstanding after the offering which could occur due to an increase in the
maximum of the independent valuation as a result of regulatory
considerations, demand for the shares, or changes in market conditions or
general financial and economic conditions following the commencement of the
offering.
(2) Does not reflect withdrawals from deposit accounts for the purchase of
common stock in the offering. Such withdrawals would reduce pro forma
deposits by the amount of such
(3) Reflects the sale of shares in the offering. Does not include proceeds from
the offering that will be loaned to the ESOP to enable it to purchase
shares in the offering. No effect has been given to the issuance of
additional shares of common stock pursuant to the stock option plan that
Alamogordo Financial expects to adopt. If such plan is approved by
stockholders, an amount equal to 10% of the shares of common stock issued
in the offering will be reserved for issuance upon the exercise of options.
See "Management" in the February 11 prospectus.
(4) Assumes that 8% of the shares sold in the offering will be purchased by the
ESOP and that the funds used to acquire the ESOP shares will be borrowed
from Alamogordo Financial. The common stock acquired by the ESOP is
reflected as a reduction of stockholders' equity. See "Management--Benefit
Plans" in the February 11 prospectus.
(5) Assumes that, subsequent to the stock offering, 4% of the shares of common
stock sold in the stock offering is purchased by the recognition and
retention plan in the open market. The common stock to be purchased by the
recognition and retention plan is reflected as a reduction of stockholders'
equity. See"Pro Forma Data" and "Management" in the February 11 prospectus.
The recognition and retention plan will not be implemented for at least six
months after the stock offering and until it has been approved by
stockholders.
8
<PAGE>
PRO FORMA DATA
We are not able to determine the actual net proceeds from the sale of the
common stock until the offering is completed. However, we estimate that net
proceeds will be between $2.4 million and $4.9 million, or $5.8 million if the
maximum of the independent valuation is increased by 15%. Our estimate is based
on the assumption that the total expenses, including the marketing fees paid to
Keefe, Bruyette & Woods, will be approximately $650,000.
We calculated the pro forma consolidated net income and stockholders'
equity of Alamogordo Financial for the six months ended December 31, 1999 and
the year ended June 30, 1999, as if the common stock had been sold at the
beginning of those periods and the net proceeds had been invested at 5.95% and
5.09% for the six months ended December 31, 1999 and the year ended June 30,
1999, respectively. We chose these yields because they represent the yields on
the one-year U.S. treasury bill at December 31, 1999 and at June 30, 1999. In
light of changes in interest rates in recent periods, Alamogordo Financial
believes these rates more accurately reflect pro forma reinvestment rates than
the arithmetic average method which assumes reinvestment of the net proceeds at
a rate equal to the average of the yield on interest earning assets and the cost
of deposits for these periods. We assumed a tax rate of 38% for both periods.
This results in an after-tax yield of 3.69% for the six months ended December
31, 1999 and 3.16% for the year ended June 30, 1999.
We calculated historical and pro forma per share amounts by dividing
historical and pro forma amounts of pro forma consolidated net income and
stockholders' equity by the indicated number of shares of common stock. We
adjusted these figures to give effect to the shares purchased by the employee
stock ownership plan. We computed per share amounts for each period as if the
common stock was outstanding at the beginning of the periods, but we did not
adjust per share historical or pro forma stockholders' equity to reflect the
earnings on the estimated net proceeds. As discussed under "How We Intend to Use
the Proceeds from the Offering" in the February 11 prospectus. Alamogordo
Financial intends to retain 50% of the net proceeds from the offering and
intends to make a loan to the employee stock ownership plan to fund the employee
stock ownership plan's purchase of 8% of the common stock issued in the
offering. The loan is assumed to be repaid in substantially equal principal
payments over a period of years.
The following table gives effect to the recognition and retention plan,
which we expect to adopt following the stock offering and present, along with
the stock option plan, to stockholders for approval at least six months
following the completion of the stock offering. If the recognition and retention
plan is approved by stockholders, the restricted stock plan will acquire an
amount of common stock equal to 4% of the shares of common stock issued in the
offering if the plan is adopted within one year of the stock offering, and 5% if
the plan is adopted thereafter, either through open market purchases or from
authorized but unissued shares of common stock, if permissible. In preparing the
table below we assumed that stockholder approval has been obtained and that the
recognition and retention plan purchases in the open market a number of shares
equal to 4% of the shares sold in the offering at the same price for which they
were sold in the stock offering. The stock is assumed to be awarded under the
program in awards that vest gradually over five years.
The following table does not give effect to:
o the shares to be reserved for issuance under the stock option plan;
o withdrawals from deposit accounts for the purpose of purchasing common
stock in the stock offering;
o Alamogordo Financial's results of operations after the stock offering;
or
o the market price of the common stock after the stock offering.
9
<PAGE>
The following pro forma information may not represent the financial effects
of the stock offering at the date on which the stock offering actually occurs
and you should not use the table to indicate future results of operations. Pro
forma stockholders' equity represents the difference between the stated amount
of assets and liabilities of Alamogordo Financial computed in accordance with
generally accepted accounting principles. We did not increase or decrease
stockholders' equity to reflect the difference between the carrying value of
loans and other assets and market value. Pro forma stockholders' equity is not
intended to represent the fair market value of the common stock and may be
different than amounts that would be available for distribution to stockholders
if we liquidated.
<TABLE>
<CAPTION>
At or for the Year Ended December 31, 1999
Based On the Sale of Common Stock for $10.00 Per Share
-----------------------------------------------------------------------------------------
10,837,500 14,662,500 16,861,875
Independent $12,750,000 Independent Valuation Independent Independent
Valuation ------------------------------------------- Valuation Valuation
303,450 357,000 420,750 484,500 557,175 640,751
Shares Shares Shares Shares Shares Shares
Sold(1) Sold Sold Sold Sold(2) Sold
------- ---- ---- ---- ------- ----
<S> <C> <C> <C> <C> <C> <C>
Gross proceeds .................... $ 3,035 $ 3,570 $ 4,208 $ 4,845 $ 5,572 $ 6,408
Expenses .......................... 650 650 650 650 650 650
--- --- --- --- --- ----
Estimated net proceeds ........... 2,385 2,920 3,558 4,195 4,922 5,758
Common stock purchased by ESOP(2) (243) (286) (337) (388) (446) (513)
Common stock purchased by
recognition and retention plan(3) (121) (143) (168) (194) (223) (256)
---- ---- ---- ---- ---- -----
Estimated net proceeds after
adjustment for stock benefit plans $ 2,020 $ 2,492 $ 3,053 $ 3,614 $ 4,253 $ 4,989
=========== =========== ========== =========== =========== =========
For the six months ended
December 31, 1999:
Net income:
Historical ...................... $ 388 $ 388 $ 388 $ 388 $ 388 $ 388
Pro forma adjustments:
Income on net proceeds .......... 37 46 56 67 78 92
ESOP(2) ......................... (8) (9) (10) (12) (14) (16)
Recognition and retention plan(3) . (8) (9) (10) (12) (14) (16)
-- -- --- --- --- ---
Pro forma net income ........ $ 409 $ 416 $ 424 $ 431 $ 438 $ 448
=========== =========== ========== =========== =========== =========
Net income per share:
Historical ...................... $ 0.37 $ 0.31 $ 0.31 $ 0.31 $ 0.27 $ 0.24
Pro forma adjustments:
Income on net proceeds .......... 0.03 0.04 0.05 0.05 0.05 0.06
ESOP(2) ......................... (0.01) (0.01) (0.01) (0.01) (0.01) (0.01)
Recognition and retention plan(3) (0.01) (0.01) (0.01) (0.01) (0.01) (0.01)
----- ----- ----- ----- ----- ------
Pro forma net income per
share(2)(3)(4) ............. $ 0.38 $ 0.33 $ 0.34 $ 0.34 $ 0.30 $ 0.28
=========== =========== ========== =========== =========== =========
Offering price to pro forma net
income per share ................. 13.16x 15.15x 14.71x 14.71x 16.67x 17.86x
===== ===== ===== ===== ===== =====
Shares considered outstanding in
calculating pro forma net income
per share ........................ 1,060,688 1,247,868 1,243,023 1,238,178 1,423,905 1,637,490
========= ========= ========= ========= ========= =========
At December 31, 1999:
Stockholders' equity:
Historical ...................... $ 22,702 $ 22,702 $ 22,702 $ 22,702 $ 22,702 $ 22,702
Estimated net proceeds .......... 2,385 2,290 3,558 4,195 4,922 5,758
Less: Common stock acquired by
ESOP(2) ................. (243) (286) (337) (388) (446) (513)
Common stock acquired by
recognition and
retention plan(3) ....... (121) (143) (168) (194) (223) (256)
---- ---- ---- ---- ---- ----
Pro form stockholders' equity(5) $ 24,722 $ 25,194 $ 25,755 $ 26,316 $ 26,955 $ 27,691
Stockholders' equity per share:
Historical ........................ $ 20.95 $ 17.81 $ 17.81 $ 17.81 $ 15.48 $ 13.46
Estimated net proceeds ............ 2.20 2.29 2.79 3.29 3.36 3.41
Less: Common stock acquired
by ESOP(2) ....................... (0.22) (0.22) (0.26) (0.30) (0.30) (0.30)
Common stock acquired by
recognition and retention plan(3) (0.11) (0.11) (0.13) (0.15) (0.15) (0.15)
----- ----- ----- ----- ----- -----
Pro forma stockholders'
equity per share(3)(4)(5) ... $ 22.82 $ 19.77 $ 20.21 $ 20.65 $ 18.39 $ 16.42
=========== =========== ========== =========== =========== =========
Offering price as a percentage
of pro forma stockholders'
equity per share ................. 43.82% 50.58% 49.48% 48.43% 54.38% 60.90%
===== ===== ===== ===== ===== =====
Shares considered outstanding
in calculating offering price as
a percentage of pro forma
stockholders' equity per share ... 1,083,750 1,275,000 1,275,000 1,275,000 1,466,250 1,686,168
========= ========= ========= ========= ========= =========
Minority ownership percentage (6) . 28.0% 28.0% 33.0% 38.0% 38.0% 38.0%
========= ========= ========= ========= ========= =========
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION> At or for the Year Ended December 31, 1999
Based On the Sale of Common Stock for $10.00 Per Share
-----------------------------------------------------------------------------------------
10,837,500 14,662,500 16,861,875
Independent $12,750,000 Independent Valuation Independent Independent
Valuation ------------------------------------------- Valuation Valuation
303,450 357,000 420,750 484,500 557,175 640,751
Shares Shares Shares Shares Shares Shares
Sold(1) Sold Sold Sold Sold(2) Sold
------- ---- ---- ---- ------- ----
<S> <C> <C> <C> <C> <C> <C>
Gross proceeds ..................... $ 3,035 $ 3,570 $ 4,208 $ 4,845 $ 5,572 $ 6,408
Expenses ........................... 650 650 650 650 650 650
----------- ----------- ----------- ----------- ----------- -----------
Estimated net proceeds ........... 2,385 2,920 3,558 4,195 4,922 5,758
Common stock purchased by
ESOP(2)
Common stock purchased by
recognition and retention plan(3) (243) (286) (337) (388) (446) (513)
Estimated net proceeds after
adjustment for stock benefit plans (121) (143) (168) (194) (223) (256)
----------- ----------- ----------- ----------- ----------- -----------
$ 2,020 $ 2,492 $ 3,053 $ 3,614 $ 4,253 $ 4,989
=========== =========== =========== =========== =========== ===========
FOR THE FISCAL YEAR ENDED
JUNE 30, 1999:
Net income:
Historical ....................... $ 679 $ 679 $ 679 $ 679 $ 679 $ 679
Pro forma adjustments:
Income on net proceeds ........... 64 79 96 114 134 157
ESOP(2) .......................... (15) (18) (21) (24) (28) (32)
Recognition and retention plan(3) .. (15) (18) (21) (24) (28) (32)
----------- ----------- ----------- ----------- ----------- -----------
Pro forma net income .......... $ 713 $ 722 $ 733 $ 745 $ 757 $ 772
=========== =========== =========== =========== =========== ===========
Net income per share:
Historical ....................... $ 0.64 $ 0.54 $ 0.55 $ 0.55 $ 0.48 $ 0.14
Pro forma adjustments:
Income on net proceeds ........... 0.06 0.06 0.08 0.09 0.09 0.10
ESOP(2) .......................... (0.01) (0.01) (0.02) (0.02) (0.02) (0.02)
Recognition and retention plan(3) (0.01) (0.01) (0.02) (0.02) (0.02) (0.02)
----------- ----------- ----------- ----------- ----------- -----------
Pro forma net income per
share(2)(3)(4) .............. $ 0.68 $ 0.58 $ 0.59 $ 0.60 $ 0.53 $ 0.47
Offering price to pro forma net
income per share .................. 14.71x 17.24x 16.95x 16.67x 18.87x 21.28x
=========== =========== =========== =========== =========== ===========
Shares considered outstanding in
calculating pro forma net income
per share ......................... 1,061,902 1,249,296 1,244,706 1,240,116 1,426,133 1,640,053
=========== =========== =========== =========== =========== ===========
AT JUNE 30, 1999:
Stockholders' equity:
Historical ....................... $ 22,441 $ 22,441 $ 22,441 $ 22,441 $ 22,441 $ 22,441
Estimated net proceeds ........... 2,385 2,920 3,558 4,195 4,922 5,758
Less: Common stock acquired by
ESOP(2) ................... (243) (286) (337) (388) (446) (513)
Common stock acquired by
recognition and retention
plan(3) ................... (121) (143) (168) 194) (223) (256)
----------- ----------- ----------- ----------- ----------- -----------
Pro form stockholders' equity(5) . $ 24,461 $ 24,933 $ 25,494 $ 26,055 $ 26,694 $ 27,430
=========== =========== =========== =========== =========== ===========
Stockholders' equity per share:
Historical ....................... $ 20.71 $ 17.60 $ 17.60 $ 17.60 $ 15.31 $ 13.31
Estimated net proceeds ........... 2.20 2.29 2.79 3.29 3.36 3.41
Less: Common stock acquired by
ESOP(2) ................... (0.22) (0.22) (0.26) (0.30) (0.30) (0.30)
Common stock acquired by
recognition and retention
plan(3) ................... (0.11) (0.11) (0.13) (0.15) (0.15) (0.15)
----------- ----------- ----------- ----------- ----------- -----------
Pro forma stockholders' equity
per share(3)(4)(5) ........... $ 22.58 $ 19.56 $ 20.00 $ 20.44 $ 48.22 $ 16.27
=========== =========== =========== =========== =========== ===========
Offering price as a percentage of
pro forma stockholders' equity per
share ............................. 44.29% 51.12% 50.00% 48.92% 54.88% 61.46%
=========== =========== =========== =========== =========== ===========
Shares considered outstanding in
calculating offering price
as a percentage of pro forma
stockholders' equity per share .... 1,083,750 1,275,000 1,275,000 1,275,000 1,466,250 1,686,187
=========== =========== =========== =========== =========== ===========
Minority ownership percentage (6) .. 28.0% 28.0% 33.0% 38.0% 38.0% 38.0%
=========== =========== =========== =========== =========== ===========
</TABLE>
- ---------
(footnotes on following page)
11
<PAGE>
(1) As adjusted to give effect to a 15% increase in the number of shares
outstanding after the offering which could occur due to an increase in the
maximum of the independent valuation as a result of regulatory
considerations, demand for the shares, or changes in market conditions or
general financial and economic conditions following the commencement of the
offering.
(2) It is assumed that 8% of the shares sold in the stock offering will be
purchased by the ESOP. For purposes of this table, the funds used to
acquire such shares are assumed to have been borrowed by the ESOP from
Alamogordo Financial. The amount to be borrowed is reflected as a reduction
of stockholders' equity. Alamogordo Federal intends to make annual
contributions to the ESOP in an amount at least equal to the principal and
interest requirement of the debt. Alamogordo Federal's total annual payment
of the ESOP debt is based upon ten equal annual installments of principal,
with an assumed interest rate of 8.5%. The pro forma net earnings
information makes the following assumptions: (i) Alamogordo Federal's
contribution to the ESOP is equivalent to the debt service requirement for
the period presented and was made at the end of the period; (ii) 1,214,
1,428, 1,683, 1,938, 2,229, and 2,563 shares at the five ranges presented
in the table, respectively, were committed to be released during the six
months ended December 30, 1999, at an average fair value equal to the price
for which the shares are sold in the stock offering in accordance with
Statement of Position ("SOP") 93-6; (iii) 2,428, 2,856, 3,366, 3,876,
4,457, and 5,126 shares at the five ranges presented in the table,
respectively, were committed to be released during the year ended June 30,
1999, at an average fair value equal to the price for which the shares are
sold in the stock offering in accordance with SOP 93-6; and (iv) only the
ESOP shares committed to be released were considered outstanding for
purposes of the net earnings per share calculations.
(3) Gives effect to the recognition and retention plan expected to be adopted
following the stock offering. This plan intends to acquire a number of
shares of common stock equal to 4% of the shares sold in the stock offering
either through open market purchases or from authorized but unissued shares
of common stock or treasury stock of Alamogordo Financial, if any. Funds
used by the recognition and retention plan to purchase the shares will be
contributed to the plan by Alamogordo Federal. In calculating the pro forma
effect of the recognition and retention plan, it is assumed that the shares
were acquired by the plan in open market purchases at the beginning of the
period presented for a purchase price equal to the price for which the
shares are sold in the stock offering, and that 10% and 20% of the amount
contributed was an amortized expense during the six months ended December
30, 1999 and the fiscal year ended June 30, 1999, respectively. The
issuance of authorized but unissued shares of the common stock to the
recognition and retention plan instead of open market purchases would
dilute the voting interests of existing stockholders by approximately 2%.
In addition, if the recognition and retention plan purchases shares in the
open market, then pro forma net earnings per share for the six months ended
June 30, 1999 would be $0.38, $0.33, $0.34, $.035, $0.31, and $0.27, and
pro forma stockholders' equity per share at June 30, 1999 would be $22.68,
$19.66, $20.06, $20.48, $18.26, and $16.32 at the five ranges presented in
the table, respectively, and pro forma net earnings per share for the
fiscal year ended June 30, 1999 would be $0.67, $0.59, $0.58, $0.60, $0.53,
and $0.47, and pro forma stockholders' equity per share at June 30, 1999
would be $22.44, $19.46, $19.86, $20.28, $18.09, and $16.17 at the five
ranges presented in the table, respectively, respectively. There can be no
assurance that the actual purchase price of the shares granted under the
recognition and retention plan will be equal to the Subscription Price.
(4) No effect has been given to the issuance of additional shares of common
stock pursuant to the stock option plan expected to be adopted by
Alamogordo Financial following the stock offering. Under the stock option
plan, an amount equal to 10% of the common stock sold in the stock offering
will be reserved for future issuance upon the exercise of options to be
granted under the stock option plan. The issuance of common stock pursuant
to the exercise of options under the stock option plan will result in the
dilution of existing stockholders' interests. Assuming all options were
exercised at the end of the period at an exercise price equal to the price
for which the shares were sold in the offering, existing stockholders'
voting interest would be diluted by approximately 4.5%. In addition, if the
shares to fund the option plan are purchased in the open market, then pro
forma net earnings per share for the six months ended December 30, 1999
would be $0.38, $0.32, $0.33, $.034, $0.30, and $0.27 and pro forma
stockholders' equity per share at December 30, 1999 and would be $22.46,
$19.49, $19.87, $20.25, $18.08, and $16.19, at the five ranges presented in
the table, respectively, and pro forma net earnings per share for the
fiscal year ended June 30, 1999 would be $0.67, $0.58, $0.58, $0.59, $0.52,
and $0.46, and pro forma stockholders' equity per share at June 30, 1999
would be $22.22, $19.29, $19.67, $20.06, $17.90, and $16.04, at the five
ranges presented in the table, respectively. There can be no assurance that
the actual purchase price of the shares purchased by the stock option Plan
will be $10.00 per share.
(5) The retained earnings of Alamogordo Federal will continue to be
substantially restricted after the stock offering.
(6) Minority ownership percentage represents the percentage of the outstanding
shares that are assumed to be owned by stockholders other than AF Mutual
Holding Company. The minority ownership percentage may range from 28.0% to
38.0% at each of the minimum, midpoint maximum or adjustment maximum of the
appraised value range.
12
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1999.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 0-29655
Alamogordo Financial Corporation
--------------------------------
(Exact name of small business issuer as specified in its charter)
United States of America 74-2819148
- -------------------------------- ------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
500 10th Street, Alamogordo, New Mexico 88310
(Address of principal executive offices)
(505) 437-9334
Issuer's telephone number
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 10 shares of common stock par
value $.10 per share.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [x]
<PAGE>
ALAMOGORDO FINANCIAL CORPORATION
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of
December 31, 1999 and June 30, 1999....................... 1
Consolidated Statements of Income for the
three months and six months ended
December 31, 1999 and 1998................................ 2
Consolidated Statements of Changes in Equity
for the six months ended
December 31, 1999......................................... 3
Consolidated Statements of Cash Flows for the
six months ended
December 31, 1999 and 1998................................ 4
Notes to Consolidated Financial Statements.................. 5
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations......................................... 6
PART II. OTHER INFORMATION........................................... 8
ii
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Alamogordo Financial Corporation
Consolidated Balance Sheets as of
December 31, 1999 and June 30, 1999
(Unaudited)
At At
December 31, June 30,
1999 1999
--------- ---------
(Dollars in thousands)
ASSETS
Cash and cash equivalents ........................ $ 7,088 $ 8,472
Securities:
Available for sale ......................... 15,723 17,030
Held to maturity ........................... 5,215 3,473
Loans, net ....................................... 117,451 115,949
Real estate owned, net ........................... 52 --
Premises and equipment, net ...................... 8,585 8,745
Stock in Federal Home Loan Bank, at cost ......... 1,370 1,332
Accrued interest ................................. 881 955
Other assets ..................................... 320 202
--------- ---------
Total assets ................................. $ 156,685 $ 156,158
========= =========
LIABILITIES AND EQUITY
Deposits ......................................... $ 123,351 $ 122,460
Escrows .......................................... 489 1,006
Accrued interest and other liabilities ........... 143 251
Advances from Federal Home Loan Bank ............. 10,000 10,000
--------- ---------
Total liabilities ............................. 133,983 133,717
--------- ---------
STOCKHOLDERS' EQUITY
Common Stock, par value $.10 per share;
10,000,000 shares authorized,
100 shares issued ............................... -- --
Retained earnings, substantially restricted ...... 23,098 22,710
Accumulated other comprehensive income ........... (396) (269)
--------- ---------
Total stockholders' equity ................... 22,702 22,441
--------- ---------
Total liabilities and stockholders' equity ....... $ 156,685 $ 156,158
========= =========
1
<PAGE>
Alamogordo Financial Corporation
Consolidated Statements of Income
for the Three Months and Six Months Ended
December 31, 1999 and 1998
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
----------------- ----------------
1999 1998 1999 1998
---- ---- ---- ----
Interest income:
Interest and fees on loans .......... $ 2,287 $ 2,251 $ 4,577 $ 4,463
Interest on securities .............. 258 305 485 690
Interest on mortgage-backed
securities ......................... 43 61 87 118
Interest on other interest
bearing assets ..................... 59 169 132 319
------- ------- ------- -------
Total interest income .............. 2,647 2,786 5,281 5,590
Interest expense:
Interest on deposits ................ 1,547 1,750 3,078 3,519
Interest on FHLB and other
borrowings ......................... 127 127 250 254
------- ------- ------- -------
Total interest expense ............. 1,674 1,877 3,328 3,773
------- ------- ------- -------
Net interest income ............... 973 909 1,953 1,817
Provision for loan losses ............. -- -- -- --
------- ------- ------- -------
Net interest income, after
provision for loan losses .......... 973 909 1,953 1,817
------- ------- ------- -------
Other income (loss)
Service charges and fees ............ 49 32 95 61
Gain (loss) on sale of real
estate owned ....................... -- -- 29 (9)
Gain (loss) on sale of
premises and equipment ............. -- -- -- --
Other ............................... 35 33 68 66
------- ------- ------- -------
Total other income ................. 84 65 192 118
------- ------- ------- -------
Other expenses
Salaries and benefits ............... 338 322 657 623
Occupancy ........................... 164 164 343 315
Data processing fees ................ 64 82 128 211
Federal insurance premiums
and other insurance expense ........ 29 30 58 61
Advertising ......................... 28 19 54 33
Other ............................... 173 134 322 293
------- ------- ------- -------
Total other expenses ............... 796 751 1,562 1,536
------- ------- ------- -------
Income before income taxes ......... 261 223 583 399
------- ------- ------- -------
Provision for income taxes ............ 102 66 195 104
------- ------- ------- -------
Net income ......................... $ 159 $ 157 $ 388 $ 295
======= ======= ======= =======
2
<PAGE>
Alamogordo Financial Corporation
Consolidated Statement of Changes in Stockholders' Equity
Six Months Ended December 31, 1999
(Unaudited)
Accumulated
Other
Comprehensive Total
Stock Equity Income Equity
----- ------ ------ ------
BALANCES AT JUNE 30, 1999 ........ $ -- $ 22,710 $ (269) $ 22,441
Dividends ........................ -- -- -- --
Comprehensive income
Net income .................... -- 388 -- 388
Other comprehensive income,
net of tax:
Change in unrealized loss
on securities available
for sale, net of deferred
income taxes of $(85) ...... -- -- (127) (127)
--------
Total comprehensive income .... -- -- -- 261
-------- -------- -------- --------
Balances at December 31, 1999 .... $ -- $ 23,098 $ (396) $ 22,702
======== ======== ======== ========
3
<PAGE>
Alamogordo Financial Corporation
Consolidated Statements of Cash Flows
Six Months Ended December 31, 1999 and 1998
(Unaudited)
Six Months
Ended December 31,
------------------
1999 1998
---- ----
Cash flows from operating activities:
Net income .......................................... 388 295
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation ..................................... 181 166
Net amortization of premiums and accretion
of discounts on securities ...................... (28) (48)
Gain on sale of loans ............................ -- (5)
(Gain) loss on sales of other real
estate owned .................................... -- 9
Gain on sales of premises and equipment .......... (29) --
(Increase) decrease in interest receivable .......... 74 (64)
(Increase) decrease in other assets ................. (118) (102)
Increase (decrease) in interest payable and
other liabilities .................................. (108) (41)
------- -------
Net cash provided by operating activities ........ 360 210
Cash flows from investing activities:
Proceeds from maturities of securities
available-for sale ................................. 1,084 13,777
Proceeds from maturities of securities
held-to-maturity ................................... 1,297 466
Purchases of securities available-for-sale .......... -- (5,019)
Purchases of securities held-to-maturity ............ 2,915 --
Purchases of FHLB stock ............................. (38) (38)
Net (increase) decrease in loans .................... (1,712) (867)
Proceeds from sale of loans ......................... -- 1,148
Purchases of loans .................................. -- (4,585)
Proceeds from sales of premises and equipment ....... 74 --
Purchases of premises and equipment ................. (66) (327)
Net proceeds from sales of real estate owned ........ 158 25
------- -------
Net cash provided by (used in)
investing activities ............................ (2,118) 4,580
Cash flows from financing activities:
Net increase (decrease) in deposits ................. 891 701
Net increase (decrease) in escrows .................. (517) (623)
Payments on note payable ............................ -- --
Proceeds from advances from Federal Home
Loan Bank .......................................... -- --
Cash dividends paid on common stock ................. -- --
------- -------
Net cash provided by (used in) financing
activities ...................................... 374 78
------- -------
Net increase in cash and cash equivalents .............. (1,384) 4,868
Cash and cash equivalents, beginning of year ........... 8,472 6,992
------- -------
Cash and cash equivalents, end of year ................. 7,088 11,860
------- -------
Noncash investing and financing activities:
Transfers of loans to real estate owned ............. 209 --
Supplemental disclosures of cash flow information:
Income taxes paid ................................... 186 106
Interest ............................................ 3,378 3,777
4
<PAGE>
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
1. Stock Offering
On October 19,1999, the Board of Directors of Alamogordo Financial
adopted a Plan of Stock issuance. Pursuant to the Plan of Stock Issuance, a
prospectus date February 11, 2000, and a prospectus supplement filed with the
Office of Thrift Supervision and the Securities and Exchange Commission,
Alamogordo Financial plans to offer and sell up to 640,751 shares of its common
stock in a community offering, and issue additional shares to AF Mutual Holding
Company. Following the offering, purchasers in the offering will own between
28.0% and 38.0% of Alamogordo Financial's common stock, and AF Mutual Holding
Company will own between 62.0% and 72.0%. The offering price will be $10 per
share. Offering costs will be deferred and deducted from the proceeds of the
shares sold. If the offering is not completed, all costs will be charged to
expense.
2. Basis of Presentation
The financial statements included herein have been prepared by
Alamogordo Financial without audit. In the opinion of management, the unaudited
financial statements include all adjustments, consisting of normal recurring
accruals, necessary for a fair presentation of the financial position and
results of operations for the periods presented. Certain information and
footnote disclosures normally included in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. Alamogordo Financial
believes that the disclosures are adequate to make the information presented not
misleading; however, the results for the quarter ended December 31, 1999 are not
necessarily indicative of results to be expected for the entire fiscal year
ending June 30, 2000.
The interim unaudited financial statements presented herein should be
read in conjunction with Alamogordo Financial's prospectus dated February 11,
2000, and the annual audited financial statements of Alamogordo Financial for
the fiscal year ended June 30, 1999, that are contained in the prospectus.
3. Allowance for Loan Losses
The allowance for loan losses is established through provisions for
losses charged to earnings. Loan losses are charged against the allowance when
management believes that the collection of principal is unlikely. Recoveries of
loans previously charged-off are credited to the allowance when realized.
The allowance for loan losses is an amount that management believes
will be adequate to absorb probable losses on existing loans that may become
uncollectible, based on evaluations of the collectibility of the loans.
Management's evaluations, which are subject to periodic review by the Bank's
regulators, take into consideration such factors as the Bank's past loan loss
experience, changes in the nature and volume of the loan portfolio, overall
portfolio quality, review of specific problem loans and collateral values, and
current economic conditions that may affect the borrowers' ability to pay.
Future adjustments to the allowance for loan losses may be necessary based on
changes in economic and real estate market conditions, further information
obtained regarding known problem loans, regulatory examinations, the
identification of additional problem loans, and other factors.
5
<PAGE>
Activity in the allowance for loan losses for the periods indicated is
summarized as follows:
Six Months Ended Three Months Ended
December 31, December 31,
----------------- ------------------
1999 1998 1999 1998
---- ---- ---- ----
Balance at beginning of period... 472 486 467 481
Provision for loan losses........ -- -- -- --
Charge-offs...................... (11) (5) (5) --
Recoveries....................... 8 -- 7 --
----- ----- ----- -----
Balance at end of period......... $ 469 $ 481 $ 469 $ 481
===== ===== ===== =====
4. Comprehensive Income
Alamogordo Financial has adopted Statement of Financial Accounting
Standards ("SFAS") No. 130, "Reporting Comprehensive Income", which establishes
standards for reporting and display of comprehensive income and its components
(revenues, expenses, gains and losses). In accordance with the provisions of
SFAS No. 130, Alamogordo Financial's total comprehensive income (loss) was $261
and $322 for the six months ended December 31, 1999 and 1998, respectively, and
$69 and $105 for the three months ended December 31, 1999 and 1998,
respectively. The difference between Alamogordo Financial's net income and total
comprehensive income for these periods equals the change in the after- tax net
unrealized gain or loss on securities available for sale during the applicable
periods. Accumulated other comprehensive income (loss) in the consolidated
statements of financial condition represents the after-tax net unrealized gain
(loss) on securities available for sale as of December 31, 1999 and June 30,
1999.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AT DECEMBER 31, 1999
AND JUNE 30, 1999
Alamogordo Financial's total assets increased by $527,000, or .3%, to
$156.7 million at December 31, 1999, from $156.2 million at June 30, 1999. The
increase resulted primarily from an increase in loans receivable and securities,
partially offset by a decrease in cash and cash equivalents. Loans receivable
increased by $1.5 million, or 1.3%, to $117.4 million from $115.9 million as a
result of new loan originations surpassing principal repayments and loan
payoffs. Securities, including mortgage- backed securities, increased by
$435,000, or 2.1%, to $20.9 million from $20.5 million as a result of new
purchases surpassing maturities and repayments. Cash and cash equivalents
decreased by $1.4 million, or 16.3%, to $7.1 million from $8.5 million primarily
due to the annual payment of county property taxes for borrowers.
Total deposits increased by $891,000, or .7%, to $123.4 million at
December 31, 1999 from $122.5 million at June 30, 1999. The increase resulted
from a $1.1 million, or 1.1%, increase in term certificates to $103.6 million
from $102.5 million, offset by a $178,000, or .1%, decrease in transaction and
savings deposits to $19.8 million from $20.0 million. The increase in term
certificates resulted primarily from an increase in public funds. Total
borrowings were unchanged at $10.0 million.
Equity increased by $261,000, or 1.16%, to $22.7 million from $22.4
million primarily due to earnings over the period, partially offset by a
$127,000 decrease in accumulated other comprehensive income related to
unrealized losses on securities available for sale. As of December 31, 1999,
Alamogordo Federal had $22.7 million of tangible capital or 14.4% of tangible
assets, $22.7 million of core capital or 14.4% of total adjusted assets, and
$23.1 million of risk-based capital or 29.9% of risk- weighted assets.
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED DECEMBER 31, 1999 AND
1998
General. Net income increased by $2,000, or 1.3%, to $159,000 for the
three months ended December 31, 1999, from $157,000 for the three months ended
December 31, 1998. The increase resulted from an increase in net interest income
and other income, partially offset by an increase in other expense and the
provision for income taxes. Alamogordo Federal's computers and data processors
did not experience any difficulties related to their ability to correctly
identify the year 2000.
Interest Income. Interest income decreased by $139,000, or 5.0%, to
$2.6 million for the three months ended December 31, 1999 from $2.8 million for
the three months ended December 31, 1998. The decrease resulted from a decrease
in interest on securities and other interest-earning assets, partially offset by
an increase in interest and fees on loans. Interest and fees on loans receivable
increased by $36,000, or 1.6%. The increase resulted from a $6.3 million, or
5.7%, increase in the average balance of loans receivable to $117.2 million from
$110.9 million, partially offset by a 32 basis point decrease in the average
yield on the loan portfolio to 7.80% from 8.12%. The increase in average balance
of loans receivable resulted from a net increase in both mortgage and consumer
and other loans. The decrease in the average yield resulted from the prepayment
of higher yielding loans in a declining interest rate environment. The decrease
in average yield also resulted, in part, from downward adjustments in
7
<PAGE>
adjustable-rate loans. Interest on securities, including mortgage-backed
securities and other interest- earning assets, decreased by $175,000, or 32.7%,
to $360,000 from $535,000. This decrease resulted from a $4.1 million, or 16.3%,
decrease in the average balance of securities due to maturities and repayment of
principal, and a 10 basis point decrease in the average yield on securities. The
average balance of other interest-earning assets decreased by $9.4 million, the
effects of which were partially offset by an increase in the average yield of
190 basis points.
Interest Expense. Interest expense on deposits decreased by $203,000,
or 11.6%, to $1.5 million for the three months ended December 31, 1999 from $1.8
million for the three months ended December 31,1998. Interest expense on
transaction and savings accounts decreased to $101,000 from $111,000, as the
average balance of transaction and savings accounts remained relatively stable,
and the average cost decreased to 2.27% from 2.46%. Interest expense on
certificate accounts decreased by $193,000, to $1.4 million from $1.6 million,
as the average balance of certificate accounts decreased by $4.6 million and the
average cost decreased by 48 basis points. Interest expense on borrowings
remained stable at $127,000. The decrease in certificate accounts resulted
primarily from a decrease in public funds. The decrease in rates resulted from a
general decline in shorter-term market rates of interest.
Net Interest Income. Net interest income increased by $64,000, or 7.0%,
to $973,000 for the three months ended December 31, 1999 from $909,000 for the
three months ended December 31, 1998. Net interest rate spread, the difference
between the yield on average total interest-earning assets and the cost of
average total interest-bearing liabilities, increased by 41 basis points to
2.36% from 1.95%.
Provision for Loan Losses. We establish provisions for loan losses,
which are charged to operations, in order to maintain the allowance for loan
losses at a level that we believe is appropriate to absorb future charge-offs of
loans deemed uncollectible. In determining the appropriate level of the
allowance for loan losses, management considers loss experience, evaluations of
real estate collateral, economic conditions, volume and type of lending and the
levels of nonperforming and other classified loans. Based on our evaluation of
these factors, and based on loan allowance recoveries of $7,000 and charge-offs
of $5,000 for the three months ended December 31, 1999, and no charge-offs or
recoveries for the three months ended December 31, 1998, we made no provision
for loan losses. The allowance for loan losses decreased to $469,000, or 259.1%
of total nonperforming loans at December 31, 1999 from $472,000, or 88.7% of
total nonperforming loans at June 30, 1999. The amount of the allowance is based
on estimates and the ultimate losses may vary from such estimates. Management
assesses the allowance for loan losses on a quarterly basis and makes provisions
for loan losses as necessary in order to maintain the adequacy of the allowance.
While management uses available information to recognize losses on loans, 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 us to recognize additional provisions based on their judgment of
information available to them at the time of their examination. Management
believes that the allowance for loan losses at December 31, 1999 and June 30,
1999 was adequate.
Other Income. Total other income includes service charges and fees,
lease income, gain (loss) on sale of real estate owned and premises and
equipment, and other. Total other income increased by $19,000, or 29.2%, to
$84,000 from $65,000. Service charges and fees increased by $16,000 primarily
due to ATM fee income and deposit account service charges. Lease income
increased by $5,000 as a result of increased tenant occupancy of the office
building.
8
<PAGE>
Other Expense. Total other expense increased by $45,000, or 6.1%, to
$796,000 for the three months ended December 31, 1999 from $751,000 for the
three months ended December 31, 1998. A decrease in the deferral of loan
origination costs, which was offset by employee compensation expense,
contributed $16,000 to this increase as new loan originations decreased during
the latter period. Advertising expense increased $9,000 primarily due to
additional marketing programs. These increases were partially offset by a
$15,000 decrease in data processing fees due to Alamogordo Federal's conversion
of its data processing system during the earlier period.
Provision for Income Taxes. The provision for income taxes increased to
$102,000, or 39.1% of net income before income taxes, from $66,000, or 29.6% of
net income before income taxes. The increase in the provision resulted from an
increase in net income before income taxes. The increase in effective tax rate
resulted from a decrease in income from tax-exempt securities and other changes
in deferred tax items.
COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 AND
1998
General. Net income increased by $93,000, or 31.7%, to $388,000 for the
six months ended December 31, 1999, from $295,000 for the six months ended
December 31, 1998. The increase resulted from an increase in net interest income
and other income, partially offset by an increase in other expense and the
provision for income taxes.
Interest Income. Interest income decreased by $309,000, or 5.5%, to
$5.3 million for the six months ended December 31, 1999 from $5.6 million for
the six months ended December 31, 1998. The decrease resulted from a decrease in
interest on securities and other interest-earning assets, partially offset by an
increase in interest and fees on loans. Interest and fees on loans receivable
increased by $114,000, or 2.6%. The increase resulted from a $7.2 million, or
6.5%, increase in the average balance of loans receivable to $116.9 million from
$109.7 million, partially offset by a 30 basis point decrease in the average
yield on the loan portfolio to 7.83% from 8.13%. The increase in average balance
of loans receivable resulted from a net increase in both mortgage and consumer
and other loans. The decrease in the average yield resulted from the prepayment
of higher yielding loans in a declining interest rate environment. The decrease
in average yield also resulted, in part, from downward adjustments in
adjustable-rate loans. Interest on securities, including mortgage-backed
securities and other interest- earning assets, decreased by $423,000, or 37.5%,
to $704,000 from $1.1 million. This decrease resulted from an $8.7 million, or
30.2%, decrease in the average balance of securities due to maturities and
repayment of principal, and an 8 basis point decrease in the average yield on
securities. The average balance of other interest-earning assets decreased by
$6.8 million, the effects of which were partially offset by a 76 basis point
increase in the average yield.
Interest Expense. Interest expense on deposits decreased by $441,000,
or 12.5%, to $3.1 million for the six months ended December 31, 1999 from $3.5
million for the six months ended December 31,1998. Interest expense on
transaction and savings accounts decreased to $197,000 from $245,000, as the
average balance of transaction and savings accounts remained relatively stable,
and the average cost decreased to 2.18% from 2.72%. Interest expense on
certificate accounts decreased by $393,000, to $2.9 million from $3.3 million,
as the average balance of certificate accounts decreased by $5.6 million and the
average cost decreased by 44 basis points. Interest expense on borrowings
decreased to $250,000 from $254,000. The decrease in certificate accounts
resulted primarily from a decrease in public funds. The decrease in rates
resulted from a general decline in shorter-term market rates of interest.
9
<PAGE>
Net Interest Income. Net interest income increased by $136,000, or
7.5%, to $1.9 million for the six months ended December 31, 1999 from $1.8
million for the six months ended December 31, 1998. The net interest rate
spread, the difference between the yield on average total interest-earning
assets and the cost of average total interest-bearing liabilities, increased by
45 basis points to 2.38% from 1.93%.
Provision for Loan Losses. Our policy regarding provisions for loan
losses is described in "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Comparison of Operating Results for the
Three Months Ended December 31, 1999 and 1998." Based on the factors described
in that section, and based on net loan charge-offs of $3,000 and $5,000 during
the six months ended December 31, 1999 and 1998, respectively, we made no
provision for loan losses in either period. Management believes that the
allowance for loan losses at December 31, 1999 was adequate.
Other Income. Total other income increased by $74,000, or 62.7%, to
$192,000 from $118,000. Service charges and fees increased by $33,000 primarily
due to ATM fee income and deposit account service charges. Lease income
increased by $10,000 as a result of increased tenant occupancy of the office
building. Gain on sale of real estate totaled $29,000 for the six months ended
December 31, 1999, as compared to no gain for the previous period as a result of
the sale of land.
Other Expense. Total other expense increased by $26,000, or 1.7%, to
$1.6 million for the six months ended December 31, 1999 from $1.5 million for
the six months ended December 31, 1998. The net increase was the result
primarily of the opening of Alamogordo Federal's second branch office.
Provision for Income Taxes. The provision for income taxes increased to
$195,000, or 33.4% of net income before income taxes, from $104,000, or 26.1% of
net income before income taxes. The increase in the provision resulted from an
increase in net income before income taxes. The increase in effective tax rate
resulted from a decrease in income from tax-exempt securities and other changes
in deferred tax items.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are various claims and lawsuits in which Alamogordo Financial is
periodically involved incidental to its business. In the opinion of management,
no material loss is expected from any of such pending claims or lawsuits.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) Changes in Securities.
Not applicable.
(b) Use of proceeds.
Not applicable
10
<PAGE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K.
None.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed by the undersigned
thereunto duly authorized.
Alamogordo Financial Corporation
/s/ R. Miles Ledgerwood
Date: March 30, 2000 By: ----------------------------------------
R. Miles Ledgerwood
President and Chief Executive Officer
/s/ Norma J. Clute
Date: March 30, 2000 By: ----------------------------------------
Norma J. Clute
Vice President and Treasurer
12
<PAGE>
================================================================================
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
ALAMOGORDO FINANCIAL CORPORATION HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
THE 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 TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
ALAMOGORDO
FINANCIAL CORPORATION
UP TO 640,751 SHARES
Common Stock
($0.10 par value per share)
SUBSCRIPTION AND
COMMUNITY OFFERING
PROSPECTUS
-------------------------------
KEEFE, BRUYETTE & WOODS, INC.
------------------------------
April _____ , 2000
THESE SECURITIES ARE NOT DEPOSITS OR ACCOUNTS
AND ARE NOT FEDERALLY INSURED OR GUARANTEED
Until the later of _________, 2000 or 90 days after commencement of the
offering, all dealers effecting transactions in the registered securities,
whether or not participating in this distribution, may be required to deliver a
prospectus. This is in addition to the obligation of dealers to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
================================================================================
13
<PAGE>
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers
Generally, federal regulations define areas for indemnity coverage for
federal mid-tier holding companies, as follows:
(a) Any person against whom any action is brought or threatened
because that person is or was a director or officer of the company shall be
indemnified for:
(i) Any amount for which that person becomes liable under a
judgment in such action; and
(ii) Reasonable costs and expenses, including reasonable
attorneys' fees, actually paid or incurred by that person in defending
or settling such action, or in enforcing his or her rights under this
section if he or she attains a favorable judgement in such enforcement
action.
(b) Indemnification shall be made to such person under paragraph (b)
of this Section only if:
(i) Final judgment on the merits is in his or her favor; or
(ii) In case of:
a. Settlement,
b. Final judgement against him or her, or
c. Final judgement in his or her favor, other than on the
merits,
if a majority of the disinterested directors of the company
determine that he or she was acting in good faith within the
scope of his or her employment or authority as he or she could
reasonably have perceived it under the circumstances and for a
purpose he or she could reasonably have believed under the
circumstances was in the best interest of the company. However,
no indemnification shall be made unless the company gives the
Office at least 60 days notice of its intention to make such
indemnification. Such notice shall state the facts on which the
action arose, the terms of any settlement, and any disposition of
the action by a court. Such notice, a copy thereof, and a
certified copy of the resolution containing the required
determination by the board of directors shall be sent to the
Regional Director, who shall promptly acknowledge receipt
thereof. The notice period shall run from the date of such
receipt. No such indemnification shall be made if the OTS advises
the association in writing, within such notice period, of its
objection thereto.
(c) As used in this paragraph:
(i) "Action" means any 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 not appealable or as to which the period for appeal has expired
with no appeal taken;
(iv) "Settlement" includes the entry of a judgment by consent or
confession or a plea of guilty or of nolo contendere.
<PAGE>
Item 25. Other Expenses of Issuance and Distribution
Amount
--------
* Legal Fees ................................................. $115,000
* Printing, Mailing and Photocopying ......................... 135,000
* Appraisal and Business Plan Fees and Expenses .............. 25,000
* Accounting Fees and Expenses ............................... 115,000
** Marketing Fees and Expenses ................................ 135,000
*** Filing Fees (SEC and OTS) and Expenses ..................... 45,000
* Blue Sky ................................................... 15,000
* Miscellaneous Expenses ..................................... 65,000
--------
** Total ...................................................... $650,000
========
- ------------
* Estimated
** Alamogordo Federal Savings and Loan Association and the Company have
retained Charles Webb & Co.("Charles Webb") to assist in the sale of common
stock on a best efforts basis in the Subscription and Community Offerings.
For purposes of computing estimated expenses, it has been assumed that
Charles Webb will receive fees and expenses of approximately $100,000,
exclusive of its out of pocket expenses of $35,000.
*** Includes Edgarization fees.
Item 26. Recent Sales of Unregistered Securities.
Not Applicable.
Item 27. Exhibits and Financial Statement Schedules:
(a) List of Exhibits
The index of exhibits immediately preecedes the exhibits attached to
this registration statement.
(b) Financial Statement Schedules
No financial statement schedules are filed because the required
information is not applicable or is included in the consolidated financial
statements or related notes.
Item 28. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement of securities offered, and the offering
of such securities at that time shall be deemed to be the initial bona fide
offering.
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) To provide to the underwriter at the closing specified in the
underwriting agreements, certificates in such denominations 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 (the "Act") 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
question 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 City of
Alamogordo, State of New Mexico on March 30, 2000.
ALAMOGORDO FINANCIAL CORPORATION
By: /s/ R. Miles Ledgerwood
----------------------------------------
R. Miles Ledgerwood
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Alamogordo Financial
Corporation (the "Company") hereby severally constitute and appoint R. Miles
Ledgerwood, as our true and lawful attorney and agent, to do any and all things
in our names in the capacities indicated below which said R. Miles Ledgerwood
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 R. Miles Ledgerwood 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/ R. Miles Ledgerwood President, Chief Executive March 30, 2000
- ------------------------ Officer and Director (Principal
R. Miles Ledgerwood Executive Officer)
/s/ Norma J. Clute Chief Financial Officer and March 30, 2000
- ------------------------ Treasurer (Principal Financial
Norma J. Clute and Accounting Officer)
/s/ Robert W. Hamilton Chairman of the Board March 30, 2000
- ------------------------
Robert W. Hamilton
/s/ S. Thomas Overstreet Director March 30, 2000
- ------------------------
S. Thomas Overstreet
/s/ Marilyn L. Mott Director March 30, 2000
- ------------------------
Marilyn L. Mott
/s/ Earl E. Wallin Director March 30, 2000
- ------------------------
Earl E. Wallin
<PAGE>
As filed with the Securities and Exchange Commission on April 3, 2000
Registration No. 333-92913
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
EXHIBITS
TO
POST-EFFECTIVE AMENDMENT NO. 2 TO
REGISTRATION STATEMENT
ON
FORM SB-2
----------------------
ALAMOGORDO FINANCIAL CORPORATION
================================================================================
<PAGE>
EXHIBIT INDEX
1.1 Engagement Letter between Alamogordo Financial Corporation and
Charles Webb & Co.*
1.2 Form of Agency Agreement among Alamogordo Financial Corporation,
Alamogordo Federal Savings and Loan Association, and Charles Webb & Co.*
2 Alamogordo Financial Corporation Stock Issuance Plan*
3.1 Amended Stock Holding Company Charter of Alamogordo Financial Corporation*
3.2 Bylaws of Alamogordo Financial Corporation*
4 Form of Common Stock Certificate of Alamogordo Financial Corporation*
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, P.C. regarding legality
of securities being registered*
10.1 Form of Employee Stock Ownership Plan*
21 Subsidiaries of the Registrant*
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, P.C. (contained in
opinion filed as Exhibit 5)*
23.2 Consent of The Accounting & Consulting Group, L.L.P. with respect to
Report on Financial Statements*
23.3 Consent of RP Financial, LC.
24 Power of Attorney (set forth on Signature Page)*
27 EDGAR Financial Data Schedule*
99.1 Agreement between Alamogordo Financial Corporation and RP Financial, LC.*
99.2 Business Plan Agreement between Alamogordo Financial Corporation and
RP Financial, LC.*
99.3 Appraisal Report of RP Financial, LC.(separately filed)**
99.4 Marketing Materials*
99.5 Order and Acknowledgment Form*
99.6 Additional Marketing Materials
99.7 Additional Order and Acknowledgment Forms
- ----------
* Previously filed.
** Paper copy of this Exhibit is filed supplementally pursuant to Rule 202 of
Regulation S-T.
[RP FINANCIAL, LC. LETTERHEAD]
March 30, 2000
Board of Directors
Alamogordo Financial Corporation
Alamogordo Federal Savings and Loan Association
500 10th Street
Alamogordo, New Mexico 88310-6768
Members of the Boards of Directors:
We hereby consent to the use of our firm's name on the Form SB-2
Registration Statement and Application for Approval of a Minority Stock Issuance
by a Subsidiary of a Mutual Holding Company on Form MHC-2. We also hereby
consent to the inclusion of, summary of and references to our Appraisal Report
in such filings including the Prospectus of Alamogordo Financial Corporation.
Sincerely,
/s/RP FINANCIAL, LC
RP FINANCIAL, LC
Exhibit 99.6
Dear Interested Investor:
Thank you for your interest in subscribing for shares of Alamogordo Financial
Corporation. Upon completion of the Subscription Offering and the Direct
Community Offering we did not receive sufficient subscriptions to close the
offering at the minimum of the offering range. After a review of market
conditions and the results of our initial offering, we determined to proceed
with the stock offering at valuation levels that will be slightly more favorable
to initial investors, as discussed below. As we described in our prospectus the
reasons for the stock offering are:
o enhance our ability to expand through the acquisition of other
financial institutions or their assets:
o expand our ability to serve our community;
o enhance our earnings capabilities by providing a larger capital base;
and
o enhance our ability to attract and retain qualified management through
stock-based compensation plans.
In accordance with Alamogordo Financial Corporation's plan of reorganization,
our independent appraiser updated its appraisal of the pro forma market value of
Alamogordo Federal Savings and Loan Association. This updated appraisal reflects
a decrease in the offering range. This is being accomplished by reducing the
number of shares being sold, as well as a provision to lower the minority
ownership from 49% to 25% of the total shares outstanding. Please refer to the
enclosed prospectus supplement form more information regarding the new
appraisal. The purchase price remains at $10.00 per share. The reduction in the
offering range reflects the current condition of the stock market for mutual
holding companies, not any material change in Alamogordo Federal's earnings or
operations. Information regarding the updated appraisal and its effect on the
anticipated pro forma book value and capitalization of Alamogordo Financial and
Alamogordo Federal is set forth in the enclosed Prospectus Supplement.
In view of this change, we are giving persons who did not subscribe during the
original Subscription Offering and Direct Community Offering the opportunity to
place an order. However, orders received during the original Subscription
Offering and Direct Community Offering will be given priority over orders from
new subscribers during the resoliciation period.
ALL ORDERS RECEIVED FROM NEW SUBSCRIBERS DURING THE RESOLICITATION PERIOD WILL
BE CONSIDERED DIRECT COMMUNITY ORDERS. THIS MEANS THAT QUALIFYING DEPOSITORS AS
OF THE ELIGIBILITY RECORD DATE, SUPPLEMENTAL ELIGIBILITY RECORD DATE OR VOTING
RECORD DATE WHO DID NOT SUBMIT ORDERS IN THE ORIGINAL SUBSCRIPTION OFFERING AND
WHO SUBMIT ORDERS DURING THE RESOLICITATION PERIOD WILL NOT RECEIVE PRIORITY FOR
THEIR ORDERS BASED ON THEIR STATUS AS A DEPOSITOR, AS ALL SUBSCRIPTIONS RIGHTS
TERMINATED ON MARCH 15, 2000. As indicated above, both a Prospectus and
Prospectus Supplement, including revised pro forma data, are enclosed. You
should read this material carefully before placing an order.
We look forward to the completion of our stock offering and having you as a
stockholder of Alamogordo Financial Corporation. If you have any questions
concerning the procedure to be followed in completing your order form, please
call us at (505) 443-2521. The Board of Directors and Management of Alamogordo
Federal Savings and Loan Association and Alamogordo Financial Corporation
appreciate your subscription and thank you for your continued support.
Sincerely,
R. Miles Ledgerwood
President and Chief Executive Officer
THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK
INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND, OR ANY OTHER GOVERNMENT
AGENCY.
<PAGE>
Dear Subscriber:
Thank you for subscribing for shares of Alamogordo Financial Corporation. Upon
completion of the Subscription Offering and the Direct Community Offering we did
not receive sufficient subscriptions to close the offering at the minimum of the
offering range. After a review of market conditions and the results of our
initial offering, we determined to proceed with the stock offering at valuation
levels that will be slightly more favorable to initial investors, as discussed
below. As we described in our prospectus the reasons for the stock offering are:
o enhance our ability to expand through the acquisition of other
financial institutions or their assets:
o expand our ability to serve our community;
o enhance our earnings capabilities by providing a larger capital base;
and
o enhance our ability to attract and retain qualified management through
stock-based compensation plans.
In accordance with Alamogordo Financial Corporation's plan of reorganization,
our independent appraiser updated its appraisal of the pro forma market value of
Alamogordo Federal Savings and Loan Association. This updated appraisal reflects
a decrease in the offering range. This is being accomplished by reducing the
number of shares being sold, as well as a provision to lower the minority
ownership from 49% to 25% of the total shares outstanding. Please refer to the
enclosed prospectus supplement form more information regarding the new
appraisal. The purchase price remains at $10.00 per share. The reduction in the
offering range reflects the current condition of the stock market for mutual
holding companies, not any material change in Alamogordo Federal's earnings or
operations. Information regarding the updated appraisal and its effect on the
anticipated pro forma book value and capitalization of Alamogordo Financial and
Alamogordo Federal is set forth in the enclosed Prospectus Supplement.
In view of this change, we are giving persons who subscribed for common stock
the opportunity to maintain their orders as originally submitted, or to
increase, decrease or cancel their orders. IF YOU WISH EITHER TO MAINTAIN OR
CHANGE YOUR ORDER, YOU MUST SIGN AND RETURN THE ENCLOSED SUPPLEMENTAL ORDER FORM
SO THAT WE RECEIVE IT NO LATER THAN 12:00 NOON, CENTRAL TIME, ON APRIL XX, 2000.
FAILURE TO RETURN THE SUPPLEMENTAL ORDER FORM WILL RESULT IN THE AUTOMATIC
CANCELLATION OF YOUR ORIGINAL ORDER AND EITHER (1) THE RETURN OF YOUR FUNDS WITH
INTEREST OR (2) TERMINATION OF YOUR WITHDRAWAL AUTHORIZATION. Please review the
enclosed Prospectus Supplement before determining whether to maintain or change
your existing order.
We look forward to the completion of our stock offering and having you as a
stockholder of Alamogordo Financial Corporation. If you have any questions
concerning the procedure to be followed in completing your supplemental order
form, please call us at (505) 443-2521. The Board of Directors and Management of
Alamogordo Federal and Alamogordo Financial appreciate your subscription and
thank you for your continued support.
Sincerely,
R. Miles Ledgerwood
President and Chief Executive Officer
THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK
INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND, OR ANY OTHER GOVERNMENT
AGENCY.
<PAGE>
================================================================================
Subscription and Community Offering
ALAMOGORDO FINANCIAL
CORPORATION
(Holding Company for Alamogordo Federal Savings & Loan Association)
Common Stock
Price $10.00 Per Share
An Opportunity Continues to be Available
Thru April __, 2000, to Subscribe to
Shares of Stock in this Initial Public Offering
For Information Please Contact Our
Stock Information Center
500 Tenth Street, Alamogordo
(505) 443-2521
Monday 12:00 p.m. to 4:30 p.m.
Tues-Thurs 8:30 a.m. to 4:30 p.m.
Friday 8:30 a.m. to 12:00 p.m.
[KBW LOGO]
Specialists in Banking & Financial Services
The shares of common stock being offered are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund, the Savings Association Insurance Fund, or any other government
agency. This is not an offer to sell or a solicitation to buy shares. The offer
is made only by the Prospectus and Prospectus Supplement.
================================================================================
Exhibit 99.7
IMPORTANT - IMMEDIATE ACTION REQUIRED
ALAMOGORDO FINANCIAL CORPORATION
SUPPLEMENTAL ORDER FORM
[FULNAME 1]
[FULNAME 2]
[addr 1]
[addr 2]
[city], [state] [zip]
Order Number: [batchnum]-[ordernum]
Original Shares Purchased: [shares]
Original Purchase Amount: [gtot]
Paid by Check: [check]
Paid by Account: [acctot]
Changes in the stock offering require that all persons who wish to purchase
shares in the Alamogordo Financial Corporation offering must return this form by
the date specified below. If you desire to maintain or modify your existing
order, you MUST complete, sign and return this form to Alamogordo Financial
Corporation in the envelope no later than 12:00 Noon, Central Time on April XX,
2000. IF YOU DO NOT RETURN THIS FORM, YOUR ORIGINAL ORDER WILL AUTOMATICALLY BE
CANCELLED. No person may purchase fewer than 25 or more than XX,XXX shares. The
number of shares to be offered is based on a valuation that is subject to review
prior to fulfilling any stock orders.
STOCK ELECTION - Please complete the section that describes your choice.
(1) [ ] MAINTAIN ORIGINAL NUMBER OF SHARES ORDERED - No change in number of
shares ordered. (Go to Item #7)
(2) [ ] DECREASE NUMBER OF SHARES - Amount refunded will be based on a new
number of shares which is less than the original number of shares at
the $10.00 per share price. (Go to Item #5)
(3) [ ] INCREASE NUMBER OF SHARES - Amount owed will be based on a new number of
shares which is greater than the original number of shares ordered at
the $10.00 offering price. (Go to Item #5)
(4) [ ] CANCEL ORDER - Cancel order and refund payment with interest or release
hold on deposit accounts.
(5) RECALCULATION
Original Number of Shares [shares] Revised Number of Shares
------------- ---------
Price per Share $10.00 Price per Share $10.00
Total Original Purchase (A) [gtot] Total Revised Purchase (B) $
------------- ---------
If (A) is greater than (B), the amount to be refunded
to you or account hold released is: $ (Go to Item #7)
---------------
If (B) is greater than (A), the additional amount
you owe is: $ (Go to Item #6)
----------------
(6) METHOD OF PAYMENT (FOR ADDITIONAL AMOUNT ONLY)
[ ] Enclosed is a check, bank draft or money order payable to Alamogordo
Financial Corporation for: $
----------------
ACCOUNT NUMBERS AMOUNT(s)
[x] I authorize Alamogordo Financial ________________________________
Corporation to make withdrawals
from my Alamogordo Federal Savings ________________________________
& Loan Association account(s) shown
below, and understand that the ________________________________
amounts will not be otherwise
available for withdrawal. (NOTE: ________________________________
LIST ONLY the ADDITIONAL AMOUNT
you want withdrawn.) TOTAL ADDITIONAL AMOUNT_________
_________
(7) I (we) hereby authorize fulfillment of any requested changes in my (our)
order. Further, I (we) certify that any change in our order does not
conflict with the purchase limitations in the Plan of Reorganization (as
described in the Prospectus) and that any additional shares being
subscribed for are for my (our) account only and that there is no present
agreement or understanding regarding subsequent sale or transfer of such
shares. IF NO SUPPLEMENTAL ORDER FORM IS RECEIVED PRIOR TO 12:00 NOON ON
APRIL XX, 2000, SUCH PURCHASER WILL BE DEEMED TO HAVE CANCELLED THEIR
ORDER.
I (we) will take ownership of any additional shares in the form of
ownership designated by me (us) at the time of my (our) original order. All
signatures should appear exactly as on the original stock order form. The
Supplemental Order Form should be signed by all persons who signed the
original stock order form. If less than all signatories appear on this
form, Alamogordo Financial Corporation reserves the right to treat the
election as valid, but is not obligated to do so. If separate order forms
were submitted for stock to be registered in separate titles, then a
separate Supplemental Order Form must be submitted for each order.
I (we) acknowledge receipt of the Prospectus dated February 11, 2000 and
the Prospectus Supplement dated April XX, 2000.
- --------------------------------------------------------------------------------
________________________________ ____ ________________________________ ____
Signature (Title, if applicable) Date Signature (Title, if applicable) Date
- --------------------------------------------------------------------------------
IF YOU HAVE ANY QUESTIONS, PLEASE CALL THE STOCK INFORMATION
CENTER AT (505) 443-2521.
<PAGE>
ALAMOGORDO FINANCIAL CORPORATION
(the holding company for
Alamogordo Federal Savings and Loan Association)
Stock Information Center
500 10th Street
Alamogordo, New Mexico 88310
(505) 443-2521
STOCK ORDER FORM
- --------------------------------------------------------------------------------
Deadline: The re-solicitation Subscription Offering ends at 12:00 Noon, Central
Time, on April XX, 2000. Your original Stock Order and Certification Form,
properly executed and with the correct payment, must be received (not
postmarked) at the address on the top of this form by this deadline, or it will
be considered void.
- --------------------------------------------------------------------------------
(1) Number of Shares Price Per Share (2) Total Amount Due
- -------------------- --------------------
X $10.00 = $
- -------------------- --------------------
The minimum number of shares that may be subscribed for is 25. In each of the
Subscription Offering, the Direct Community Offering or any Syndicated Community
Offering, the maximum purchase for any person is XX,XXX shares. There are
additional purchase limitations for associates and groups acting in concert as
defined in the Prospectus.
- --------------------------------------------------------------------------------
Method of Payment
(3) [ ] Enclosed is a check, bank draft or money order payable to Alamogordo
Financial Corporation for $___________ (or cash if presented in person).
(4) [ ] I authorize Alamogordo Financial to make withdrawals from my Alamogordo
Federal Savings and Loan Association certificate or savings account(s)
shown below, and understand that the amounts will not otherwise be
available for withdrawal:
Account Number(s) Amount(s)
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
Total Withdrawal
-------------------
- --------------------------------------------------------------------------------
(5) [ ] Check here if you are a director, officer or employee of Alamogordo
Federal or a member of such person's immediate family (same residence).
- --------------------------------------------------------------------------------
(6) Purchaser Information
IMPORTANT -- PLEASE READ
Orders received during the original Subscription Offering and Direct
Community Offering will be given priority over orders from new subscribers
during the resolicitation period.
All orders received from new subscribers during the resolicitation period
will be considered Direct Community orders.
-----------------------
This means that qualifying depositors as of the Eligibility Record Date,
Supplemental Eligibility Record Date or Voting Record Date who did not
submit orders in the original Subscription Offering and who submit orders
during the resolicitation period will not receive priority for their orders
based on their status as a depositor, as all subscriptions rights terminated
on March 15, 2000.
- --------------------------------------------------------------------------------
<PAGE>
(7) Stock Registration/Form of Ownership
[ ] Individual [ ] Corporation
[ ] Joint Tenants [ ] Partnership
[ ] Tenants in Common [ ] Individual Retirement Account
[ ] Uniform Transfer to Minors [ ] Fiduciary/Trust (Under Agreement
[ ] Uniform Gift to Minors Dated _________________________)
(8) Name(s) in which stock is to be registered (Please Print Legibly and
Fill Out Completely)
----------------------------------------------------------------------------
Name 1 Social Security or Tax I.D.
----------------------------------------------------------------------------
Name 2 Social Security or Tax I.D.
----------------------------------------------------------------------------
Street Daytime
Address Telephone
----------------------------------------------------------------------------
Zip Evening
City State Code County Telephone
----------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[ ] NASD Affiliation (This section only applies to those individuals who meet
the delineated criteria)
Check here if you are a member of the National Association of Securities
Dealers, Inc. ("NASD"), a person associated with an NASD member, a member of
the immediate family of any such person to whose support such person
contributes, directly or indirectly, or the holder of an account in which an
NASD member or person associated with an NASD member has a beneficial
interest. To comply with conditions under which an exemption from the NASD's
Interpretation With Respect to Free-Riding and Withholding is available, you
agree, if you have checked the NASD affiliation box: (1) not to sell,
transfer or hypothecate the stock for a period of three months following the
issuance and (2) to report this subscription in writing to the applicable
NASD member within one day of the payment therefor.
- --------------------------------------------------------------------------------
Acknowledgement. By signing below, I acknowledge receipt of the Prospectus dated
February 11, 2000 and the Prospectus Supplement dated April XX, 2000 and
understand I may not change or revoke my order once it is received by Alamogordo
Financial Corporation. I also certify that this stock order is for my account
and there is no agreement or understanding regarding any further sale or
transfer of these shares. Federal regulations prohibit any persons from
transferring, or entering into any agreement directly or indirectly to transfer,
the legal or beneficial ownership of conversion subscription rights or the
underlying securities to the account of another person. Alamogordo Federal will
pursue any and all legal and equitable remedies in the event it becomes aware of
the transfer of subscription rights and will not honor orders known by it to
involve such transfer. Under penalties of perjury, I further certify that: (1)
the social security number or taxpayer identification number given above is
correct; and (2) I am not subject to backup withholding. You must cross out this
item, (2) above, if you have been notified by the Internal Revenue Service that
you are subject to backup withholding because of under-reporting interest or
dividends on your tax return. By signing below, I also acknowledge that I have
not waived any rights under the Securities Act of 1933 and the Securities
Exchange Act of 1934.
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS AND ARE NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE SAVINGS
ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.
Signature THIS FORM MUST BE SIGNED AND DATED TWICE: Here and on the
Certification Form on the reverse side. THIS ORDER IS NOT VALID IF THE STOCK
ORDER FORM AND CERTIFICATION FORM ARE NOT BOTH SIGNED. YOUR ORDER WILL BE FILLED
IN ACCORDANCE WITH THE PROVISIONS OF THE PROSPECTUS. An additional signature is
required only if payment is by withdrawal from an account that requires more
than one signature to withdraw funds.
- --------------------------------------------------------------------------------
Signature Date
- --------------------------------------------------------------------------------
Signature Date
- --------------------------------------------------------------------------------
FOR OFFICE Date Rec'd ___/___/___ Order # ______________
USE Check # ______________ Category ______________
Batch # _________ Amount $______________ Deposit $______________
- --------------------------------------------------------------------------------
<PAGE>
ALAMOGORDO FINANCIAL CORPORATION
Holding Company for
Alamogordo Federal Savings and Loan Association
- --------------------------------------------------------------------------------
CERTIFICATION FORM
(This Certification Must Be Signed In Addition
to the Stock Order Form On Reverse Side)
I ACKNOWLEDGE THAT THE SHARES OF COMMON STOCK, $0.10 PAR VALUE, OF ALAMORGORDO
FINANCIAL CORPORATION. ARE NOT A DEPOSIT OR AN ACCOUNT AND ARE NOT FEDERALLY
INSURED, AND ARE NOT GUARANTEED BY ALAMOGORDO FEDERAL SAVINGS & LOAN ASSOCIATION
OR BY THE FEDERAL GOVERNMENT
If anyone asserts that the shares of common stock are federally insured or
guaranteed, or are as safe as an insured deposit, I should call the Office of
Thrift Supervision.
I further certify that, before purchasing the shares of common stock of
Alamogordo Financial Corporation, I received a copy of the Prospectus dated
February 11, 2000 and the Prospectus Supplement dated April XX, 2000 which
disclose the nature of the shares of common stock being offered thereby and
describes the following risks involved in an investment in the common stock
under the heading "Risk Factors" beginning on page 12 of the Prospectus and
"Updated Risk Factors" beginning on page X of the Prospectus Supplement:
RISK FACTORS
1. Changes in interest rates may hurt our profits.
2. After the stock offering our return on average equity will be low compared
to other publicly traded companies. This could hurt the price of our common
stock.
3. You may not be able to sell your shares when you desire, or for $10.00 or
more per share.
4. Public stockholders will own a minority of Alamogordo Financial's common
stock and will not be able to exercise voting control over most matters put
to a vote of stockholders.
5. The implementation of stock-based benefits will increae our future
compensation expense and reduce our earnings.
6. Strong competition within our market area may reduce our customer base.
7. Our loans are concentrated in a small geographic area.
8. Our local economy may affect our future growth possibilities.
9. There are many factors beyond our control that affect the demand for loans.
10. Consumer, commercial business and commercial real estate lending increase
lending risk because of the geographic concentration of such loans and the
higher risk that the loans will not be repaid.
11. We have broad discretion in allocating the proceeds of the offering. Our
failure to effectively apply such proceeds could hurt our profits.
12. Banking reform legislation may increase competition.
UPDATED RISK FACTORS
- ------------------------------------- -------------------------------------
Signature Date Signature Date
- ------------------------------------- -------------------------------------
<PAGE>
ALAMOGORDO FINANCIAL CORPORATION
Stock Ownership Guide and Stock Order Form Instructions
STOCK ORDER FORM INSTRUCTIONS
- --------------------------------------------------------------------------------
ITEMS 1 AND 2 - Fill in the number of shares that you wish to purchase and the
total payment due. The amount due is determined by multiplying the number of
shares ordered by the subscription price of $10.00 per share. The minimum
purchase is 25 shares. The maximum purchase for any person is XX,XXX shares. In
addition, no person, either alone or together with associates or persons acting
in concert, may purchase shares in an amount that when combined with shares
received in exchange for Bank common stock, exceeds XX,XXX shares. Alamogordo
Financial Corporation reserves the right to reject the subscription of any order
received in the Direct Community Offering, if any, in whole or in part.
ITEM 3 - Payment for shares may be made in cash (only if delivered by you in
person), by check, bank draft or money order payable to Alamogordo Financial
Corporation. DO NOT MAIL CASH. Your funds will earn interest at Alamogordo
Federal Savings and Loan's current passbook rate.
ITEM 4 - To pay by withdrawal from a savings account or certificate at
Alamogordo Federal Savings and Loan, insert the account number(s) and the
amount(s) you wish to withdraw from each account. If more than one signature is
required to withdraw, each must sign in the signature box on the front of this
form. To withdraw from an account with checking privileges, please write a
check. Alamogordo Federal Savings and Loan will waive any applicable penalties
for early withdrawal from certificate accounts. A hold will be placed on the
account(s) for the amount(s) you show. Payments will remain in account(s) until
the stock offering closes. If a partial withdrawal reduces the balance of a
certificate account to less than the applicable minimum, the remaining balance
will thereafter earn interest at the passbook rate.
ITEM 5 - Please check this box to indicate whether you are a director, officer
or employee of Alamogordo Federal Savings and Loan or a member of such person's
immediate family
ITEM 6 - Please read carefully.
ITEM 7 - The stock transfer industry has developed a uniform system of
shareholder registrations that we will use in the issuance of Alamogordo
Financial Corporation common stock. Please complete this section as fully and
accurately as possible, and be certain to supply your social security or Tax
I.D. number(s) and your daytime and evening phone numbers. We will need to call
you if we can not execute you order as given. If you have any questions
regarding the registration of your stock, please consult your legal advisor.
Subscription rights are not transferable. If you are a qualified member, to
protect your priority over other purchasers as described in the Prospectus, you
must take ownership in at least one of the account holder's names.
STOCK OWNERSHIP GUIDE
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INDIVIDUAL - The stock is to be registered in an individual's name only. You may
not list beneficiaries for this ownership
JOINT TENANTS - Joint tenants with rights of survivorship identifies two or more
owners. When stock is held by joint tenants with rights of survivorship,
ownership automatically passes to the surviving joint tenant(s) upon the death
of any joint tenant. You may not list beneficiaries for this ownership.
TENANTS IN COMMON - Tenants in common may also identify two or more owners. When
stock is to be held by tenants in common, upon the death of one co-tenant,
ownership of the stock will be held by the surviving co-tenant(s) and by the
heirs of the deceased co-tenant. All parties must agree to the transfer or sale
of shares held by tenants in common. You may not list beneficiaries for this
ownership.
UNIFORM GIFT TO MINORS - For residents of many states, stock may by held in the
name of a custodian for the benefit of a minor under the Uniform Gift to Minors
Act. For residents in other states, stock may be held in a similar type of
ownership under the Uniform Transfer to Minors Act of the individual state. For
either ownership, the minor is the actual owner of the stock with the adult
custodian being responsible for the investment until the child reaches legal
age. Only one custodian and one minor may be designated.
Instructions: On the first name line, print the first name, middle initial and
last name of the custodian, with the abbreviation "CUST" after the name. Print
the first name, middle initial and last name of the minor on the second name
line. USE THE MINOR'S SOCIAL SECURITY NUMBER.
CORPORATION/PARTNERSHIP - Corporation/Partnerships may purchase stock. Please
provide the Corporation/Partnership's legal name and Tax I.D. To have depositor
rights, the Corporation/Partnership must have an account in the legal name.
Please contact the Stock Information Center to verify depositor rights and
purchase limitations.
INDIVIDUAL RETIREMENT ACCOUNT - Individual Retirement Account ("IRA") holders
may make stock purchases from their deposits through a prearranged
"trustee-to-trustee" transfer. Stock may only be held in a self-directed IRA.
Alamogordo Federal Savings and Loan does not offer a self-directed IRA. Please
contact the Stock Information Center if you have any questions about your IRA
account.
FIDUCIARY/TRUST - Generally, fiduciary relationships (such as Trusts, Estates,
Guardianships, etc.) are established under a form of trust agreement or pursuant
to a court order. Without a legal document establishing a fiduciary
relationship, your stock may not be registered in a fiduciary capacity.
Instructions: On the first name line, print the first name, middle initial and
last name of the fiduciary if the fiduciary is an individual. If the fiduciary
is a corporation, list the corporate title on the first name line. Following the
name, print the fiduciary title such as trustee, executor, personal
representative, etc. On the second name line, print the name of the maker ,
donor or testator or the name of the beneficiary. Following the name, indicate
the type of legal document establishing the fiduciary relationship (agreement,
court order, etc.). In the blank after "Under Agreement Dated", fill in the date
of the document governing the relationship. The date of the document need not be
provided for a trust created by a will.
