BRIDGEPORT, Conn., Sept. 20 /PRNewswire-FirstCall/ -- People's Mutual
Holdings, a federally-chartered mutual holding company (MHC), and its
subsidiary, People's Bank (Nasdaq: PBCT), an $11 billion federal savings
bank (the Bank), today announced their plan to convert from a mutual
holding company structure to a fully-public stock savings and loan holding
company.
The Boards of MHC and the Bank have adopted a Plan of Conversion and
Reorganization (the Plan). Presently, MHC owns approximately 58% of the
Bank and members of the public own approximately 42% of the Bank. Pursuant
to the Plan, 100% of the Bank's shares will ultimately be owned by a new
public holding company, referred to here as "People's Holdings".
To accomplish this, present shareholders of the Bank, other than MHC,
will receive new shares of common stock of People's Holdings pursuant to an
'exchange ratio' designed to preserve their approximate current aggregate
percentage interest in the Bank. This exchange ratio will be determined
based upon an appraisal of the new entity, which will be performed by an
independent appraiser at a later date.
In addition, the shares of the Bank held by MHC will be retired and
People's Holdings will offer and sell shares of common stock in People's
Holdings in an amount representing the approximate percentage ownership
interest in the Bank currently held by the MHC, also to be based on the
appraisal of People's Holdings. The shares will be offered and sold in a
subscription offering first to eligible depositors as of June 30, 2005.
Other depositors also will be given the opportunity to purchase stock in
the subscription offering, subject to the priorities set forth in the Plan.
If necessary, shares will be offered to the general public.
The Plan provides for the establishment of the People's Community
Foundation, an endowment for the Bank's continued commitment to its
communities that will be funded with stock or cash proceeds from the
conversion transaction, subject to the approval of depositors and
shareholders. Additionally, People's Bank and MHC also intend to establish
an Employee Stock Ownership Plan in connection with the offering.
The transactions contemplated by the Plan are subject to approval by
the bank's shareholders (other than MHC), depositors and the Office of
Thrift Supervision (OTS). Special meetings of People's shareholders and its
depositors will be held to approve the Plan; it is likely that those
meetings will be held in the first quarter of 2007. A prospectus, proxy
statement and other offering materials containing detailed information
relating to the Plan, details of the offering, and business and financial
information about the Bank and People's Holdings will be sent to
shareholders and depositors of the Bank prior to the special meetings.
A copy of the Plan will be available in each People's Bank branch and
at its headquarters for review by depositors and shareholders. The Plan is
subject to amendments following regulatory review.
The Plan will have no effect on People's customers or their accounts,
as there are no changes to the Bank's products, services, rates or fees
contemplated in the Plan.
People's Bank is a diversified financial services company providing
consumer and commercial banking services, in addition to insurance, trust
and financial advisory services. The Bank is a leader in supermarket
banking, with 73 of its 156 branches located in Super Stop & Shop stores.
It plans to open at least 15 branches in Westchester County, New York by
the end of 2009. Through its subsidiaries, People's provides brokerage and
financial advisory services, asset management, equipment financing and
insurance services.
Certain statements contained in this release are forward-looking in
nature. These include all statements about People's plans, objectives,
expectations and other statements that are not historical facts, and
usually use words such as "expect," "anticipate," "believe" and similar
expressions. Such statements represent management's current beliefs, based
upon information available at the time the statements are made, with regard
to the matters addressed. All forward-looking statements are subject to
risks and uncertainties that could cause People's actual results or
financial condition to differ materially from those expressed in or implied
by such statements. Factors of particular importance to People's include,
but are not limited to: (1) changes in general economic conditions,
including interest rates; (2) potential improvements or deterioration in
credit quality; (3) competition among providers of financial services; (4)
residential mortgage and secondary market activity; (5) changes in
accounting and regulatory guidance applicable to banks; and (6) price
levels and conditions in the public securities markets generally. People's
does not undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
THIS RELEASE IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER
TO BUY COMMON STOCK, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY
STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OR LAWS OF ANY SUCH STATE OR JURISDICTION. THE OFFER WILL BE MADE ONLY BY
THE PROSPECTUS. THE SHARES OF COMMON STOCK ARE NOT SAVINGS ACCOUNTS OR
SAVINGS DEPOSITS, MAY LOSE VALUE AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
People's Bank. It's Possible @ People's
SOURCE People's Bank
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Related links:
http://www.peoples.com
CONTACT:
Valerie C. Carlson, Corporate Communications,
+1-203-338-2351, Fax: +1-203-338-3461, vccarls@peoples.com
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