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Document Preview Pro Forma Valuation Update Report |
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Title: |
Pro Forma Valuation Update Report |
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Entities: |
BCSB Bankcorp, Inc.; Prudential Bancorp Inc of Pennsylvania; Roebling Financial Corp., Inc.; Rome Bancorp, Inc. |
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Date: |
2004 |
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Size: |
Preview shows 6KB of 96KB total |
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Price: |
$51 |
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ID: |
#1355387 |
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PRO FORMA VALUATION UPDATE REPORT
PRUDENTIAL BANCORP, INC. OF PENNSYLVANIA
HOLDING COMPANY FOR
PRUDENTIAL SAVINGS BANK
PHILADELPHIA, PENNSYLVANIA
DATED AS OF:
NOVEMBER 19, 2004
PREPARED BY:
RP(R) FINANCIAL, LC.
1700 NORTH MOORE STREET
SUITE 2210
ARLINGTON, VIRGINIA 22209
<PAGE>
RP(R) FINANCIAL, LC.
Financial Services Industry Consultants
November 19, 2004
Board of Directors
Prudential Savings Bank
1834 West Oregon Avenue
Philadelphia, Pennsylvania 19145-4725
Members of the Board:
At your request, we have completed and hereby provide an updated
independent appraisal (the "Update") of Prudential Savings Bank (the "Bank")
reflecting the estimated pro forma market value of the Common Stock which is to
be offered in connection with the Plan of Stock Issuance (the "Plan"), described
below.
This Update is furnished pursuant to the conversion regulations
promulgated by the Commonwealth of Pennsylvania Department of Banking (the
"Department"), the Federal Deposit Insurance Corporation ("FDIC") and the
Federal Reserve Board ("FRB"). This Update has been prepared in accordance with
the written valuation guidelines promulgated by the Office of Thrift Supervision
("OTS"), most recently updated as of October 21, 1994. Such valuation guidelines
are relied upon by the previously referenced agencies in evaluating conversion
appraisals in the absence of such specific written valuation guidelines
separately issued by the respective agencies.
Our Original Appraisal report, dated August 20, 2004 (the "Original
Appraisal"), is incorporated herein by reference. As in the preparation of our
Original Appraisal, we believe the data and information used herein is reliable;
however, we cannot guarantee the accuracy and completeness of such information.
This updated appraisal reflects the following noteworthy items: (1) a
review of recent developments in Prudential Savings Bank's financial condition,
including financial data through September 30, 2004; (2) an updated comparison
of Prudential Savings Bank's financial condition and operating results versus
the Peer Group companies identified in the Original Appraisal; and (3) a review
of stock market conditions since the date of the Original Appraisal.
Description of Plan of Stock Issuance
The Board of Prudential Savings Bank (the "Bank") has adopted a plan of
reorganization pursuant to which the Bank will reorganize into a mutual holding
company structure. As part of the reorganization, the Bank will become a
wholly-owned subsidiary of Prudential Bancorp, Inc.
--------------------------------------------------------------------------------
WASHINGTON HEADQUARTERS
Rosslyn Center Telephone: (703) 528-1700
1700 North Moore Street, Suite 2210 Fax No.: (703) 528-1788
Arlington, VA 22209 Toll-Free No.: (866) 723-0594
www.rpfinancial.com E-Mail: mail@rpfinancial.com
<PAGE>
Board of Directors
November 19, 2004
Page 2
of Pennsylvania (the "Company"), a Pennsylvania corporation. Concurrently, the
Company will issue the 55% majority of its common stock to Prudential Mutual
Holding Company (the "MHC"), a Pennsylvania-chartered mutual holding company,
and sell the 45% minority of its common stock to the public the "Minority Stock
Issuance"). It is anticipated that the public shares will be offered in a
subscription offering to the Bank's Eligible Account Holders, Tax-Qualified
Employee Plans including the employee stock ownership plan (the "ESOP"),
Supplemental Eligible Account Holders and Other Members. To the extent that
shares remain available for purchase after satisfaction of all subscriptions
received in the subscription offering, the remaining shares may be offered for
sale in a direct community offering.
Limiting Factors and Considerations
Our valuation is not intended, and must not be construed, as a
recommendation of any kind as to the advisability of purchasing shares of the
Common Stock. Moreover, because such valuation is necessarily based upon
estimates and projections of a number of matters, all of which are subject to
change from time to time, no assurance can be given that persons who purchase
shares of Common Stock in the Offering will thereafter be able to buy or sell
such shares at prices related to the foregoing valuation of the pro forma market
value thereof.
RP Financial's valuation herein was determined based on the financial
condition and operations of the Bank as of September 30, 2004, the date of the
financial data included in the regulatory applications and prospectus, and stock
market conditions as of November 19, 2004.
RP Financial is not a seller of securities within the meaning of any
federal and state securities laws and any report prepared by RP Financial shall
not be used as an offer or solicitation with respect to the purchase or sale of
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