PROSPECTUS SUPPLEMENT
425,000 to 1,200,000 Shares of Common Stock
Village Financial Corporation
The Proposed Holding Company for Village Bank (In Organization)
590 Lawrence Square Boulevard
Lawrenceville, New Jersey 08648
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Village Financial Corporation is a New Jersey corporation formed in January
1998 to become the holding company for Village Bank, a proposed FDIC-insured
federal savings bank to be located in Lawrenceville, New Jersey. Village
Financial Corporation will own all of the shares of Village Bank. Village
Financial Corporation commenced its initial public offering of up to 1,200,000
shares of common stock on February 3, 1999, the date of our Prospectus which is
being updated by this Prospectus Supplement. The offering will expire on March
26, 1999, unless extended.
On March 11, 1999, we received the conditional approval of the Office of
Thrift Supervision of the Application for Permission to Organize Village Bank
and the Application of Village Financial Corporation to become the holding
company of Village Bank. The routine conditions included in the approvals of the
Office of Thrift Supervision are set forth in Appendix A to this Prospectus
Supplement. The Federal Deposit Insurance Corporation approved Village Bank's
Application for Federal Deposit Insurance on December 8, 1998, subject to
routine conditions. Please refer to page 12 of our Prospectus dated February 3,
1999, for a listing of the conditions for receipt of federal deposit insurance.
Accordingly, we now have obtained all necessary regulatory approvals to open
Village Bank, subject to satisfaction of the conditions to such approvals.
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These securities are not deposits or accounts and are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
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. Any representation to the contrary is a
criminal offense.
For information on how to subscribe, please call us at
(609) 689-1010
The date of this Prospectus Supplement is March 12, 1999
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APPENDIX A
On March 11, 1999, the Office of Thrift Supervision ("OTS") approved our
Application for Permission to Organize Village Bank and the Application of
Village Financial Corporation to become the holding company of Village Bank,
subject to the following conditions:
1. The proposed transaction must be consummated no later than 120 calendar
days after the date of OTS approval, unless an extension is granted for good
cause by the Regional Director;
2. On the business day prior to the date of consummation of the proposed
transaction, we must certify to the OTS that no material adverse events or
material adverse changes have occurred in respect to the financial condition or
operation of the Bank and the Company since the date of the financial statements
submitted with our applications to OTS;
3. We must obtain all required regulatory approvals prior to consummation,
and will act to satisfy all requirements and conditions imposed by the OTS, and
comply with all applicable laws, rules and regulations;
4. No later than five calendar days from the date of consummation of the
proposed transaction, we must file with the OTS a legal certification stating
the effective date of the proposed transaction and insurance of accounts, and
that the transaction has been consummated in accordance with the provisions of
all applicable laws and regulations;
5. We must submit independent audit reports to the OTS for our first three
fiscal years of operations which comply with OTS regulations;
6. We must operate within the parameters of our business plan unless major
deviations or material changes from the plan are submitted for approval to the
OTS;
7. Any material deviation from our Community Reinvestment Act Plan must be
submitted to the OTS for review and non-objection;
8. At least ten days prior to opening, we must provide a list of our
stockholders to the OTS, including names, addresses, number of shares and
percentage of total shares;
9. Prior to the date of consummation, we must submit a copy of a proposed
lending policy acceptable to the OTS;
10. For a period of two years following the date of consummation, we must
receive prior approval of the OTS for any proposed new senior executive officer
or director;
11. For a period of one year following the date of consummation, we must
submit a copy of any proposed stock benefit plan to the OTS prior to its
implementation; and
12. At least 30 calendar days before beginning operations, we must submit
written evidence, acceptable to the OTS, that our Year 2000 efforts comply with
the terms, deadlines, requirements and conditions contained in the Year 2000
guidance issued by the OTS and/or the Federal Financial Institutions Examination
Council.
