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Document Preview Agreement and Plan of Reorganization |
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Title: |
Agreement and Plan of Reorganization |
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Entities: |
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Date: |
2005 |
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Size: |
Preview shows 18KB of 218KB total |
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Price: |
$82 |
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ID: |
#1004207 |
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AMENDED AND RESTATED
PLAN OF CONVERSION
of
ROME, MHC
and
AGREEMENT AND PLAN OF REORGANIZATION
between
ROME, MHC
ROME BANCORP, INC.
(a Delaware Corporation)
NEW ROME BANCORP, INC.
(a newly formed Delaware Corporation)
and
THE ROME SAVINGS BANK
TABLE OF CONTENTS
|
Section Number |
Page | |||
| 1. | Introduction | 1 | ||
| 2. | Definitions | 3 | ||
| 3. | General Procedure For Conversion And Reorganization | 9 | ||
| 4. | Total Number Of Shares And Purchase Price Of Conversion Stock | 13 | ||
| 5. | Method Of Offering Shares And Rights To Purchase Stock | 14 | ||
| 6. | Additional Limitations On Purchases Of Conversion Stock | 18 | ||
| 7. | Timing Of Subscription Offering, Manner Of Exercising Subscription Rights And Order Forms | 21 | ||
| 8. | Payment For Conversion Stock | 24 | ||
| 9. | Account Holders In Nonqualified States Or Foreign Countries | 25 | ||
| 10. | Voting Rights Of Shareholders | 25 | ||
| 11. | Liquidation Account | 25 | ||
| 12. | Requirements Following Conversion For Registration, Market Making And Stock Exchange Listing | 27 | ||
| 13. | Directors And Officer | 27 | ||
| 14. | Restrictions On Stock Purchases By Management | 27 | ||
| 15. | Restrictions On Transfer Of Stock | 28 | ||
| 16. | Restrictions On Acquisition Of Stock Of The Holding Company | 28 | ||
| 17. | Tax Rulings Or Opinions | 29 | ||
| 18. | Stock Compensation Plans | 29 | ||
| 19. | Dividend and Repurchase Restrictions on Stock | 29 | ||
| 20. | Payment Of Fees To Brokers | 30 | ||
| 21. | Expenses | 30 | ||
| 22. | Effective Date | 30 | ||
| 23. | Amendment Or Termination Of The Plan | 30 | ||
| 24. | Interpretation Of The Plan | 30 | ||
| 25. | Severability | 31 | ||
| 26. | Miscellaneous | 31 |
-i-
| 1. | INTRODUCTION. |
For purposes of this section, all capitalized terms have the meanings ascribed to them in Section 2. On October 6, 1999, The Rome Savings Bank (the Bank), as a New York chartered savings bank, reorganized into the mutual holding company form of organization as a wholly-owned subsidiary of Rome Bancorp, Inc. (the Mid-Tier Holding Company), a Delaware corporation and the mid-tier stock holding company that became the majority-owned subsidiary of Rome, MHC (the Mutual Holding Company). Contemporaneously with the reorganization, the Mid-Tier Holding Company sold 1,598,355 shares of its common stock to the Banks eligible depositors and to the Rome Bancorp, Inc. Employee Stock Ownership Plan (the ESOP), and issued 1,734,396 of its shares of common stock to the Mutual Holding Company. In addition, the Mid-Tier Holding Company issued 68,015 of it shares of common stock to The Rome Savings Bank Foundation (the Foundation). Then, on April 27, 2004, the Bank converted to a federal savings bank and the Mutual Holding Company converted to a federal mutual holding company. As of the date of adoption of this Plan, the Mutual Holding Company held 2,601,594, or 61.5%, of the 4,229,546 shares of outstanding Mid-Tier Company common stock.
| A. | Business Purposes for the Conversion and Reorganization |
The Boards of Directors of the Mutual Holding Company, the Mid-Tier Holding Company and the Bank believe that a conversion of the Mutual Holding Company to stock form is in the best interests of the Mutual Holding Company, the Mid-Tier Holding Company and the Bank, as well as the best interests of their respective Members and Shareholders. The Boards of Directors determined that this Plan of Conversion equitably provides for the interests of Members through the granting of subscription rights and the establishment of a liquidation account. The Conversion and Reorganization will result in the raising of additional capital for the Bank and the Holding Company and is expected to result in a more active and liquid market for the Holding Company Common Stock than currently exists for the Mid-Tier Holding Company Common Stock. In addition, the Conversion and Reorganization have been structured to re-unite the accumulated earnings and profits retained by the Mutual Holding Company with the retained earnings of the Bank through a tax-free reorganization.
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