The Stock
Offering affords the Bank’s directors, officers and employees the opportunity to
become stockholders through various stock benefit plans, which the Bank believes
to be an effective performance incentive and an effective means of attracting
and retaining qualified personnel. The Stock Offering also provides the Bank’s
customers and local community members with an opportunity to acquire its
stock.
The board
of directors of the Bank determined that a minority stock issuance was
preferable to a full stock conversion because it provides for the continued
control of the Company by the MHC through its majority ownership
position. The Bank chose not to sell more than 45% of the Common
Stock to the public so that it would have the flexibility to issue authorized
but unissued shares to fund future stock benefit plans without exceeding the
regulatory limit on the percentage of shares that can be owned by persons other
than the MHC.
Although the MHC and the Insiders
intend to exercise their rights as stockholders, neither the MHC nor, to the
knowledge of the MHC, any Insider currently has any plans or proposals which
relate to or would result in: (a) the acquisition by any person of additional
securities of the Issuer or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer’s business or corporate structure; (g)
changes in the Issuer’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized or to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (j) any action similar to any of those enumerated
above.
In the future, the MHC and/or the
Insiders may determine to purchase additional shares of the Company’s Common
Stock (or other securities of the Company) or to sell shares of the Company’s
Common Stock. Any such determination will depend on a number of
factors, including market prices, the Company’s prospects and alternative
investments.
Item
5. Interest in Securities of the Issuer.
(a)-(b) The
MHC is presently the beneficial owner of an aggregate of 276,806 shares of
Common Stock of the Company, representing 55.0% of the total issued and
outstanding shares of Common Stock, based on 503,284 shares of Common Stock
outstanding as of August 15, 2008. The MHC has the sole power to vote
or to direct the vote, and sole power to dispose or direct the disposition of
the shares of Common Stock of the Company beneficially owned by it.
The following table provides
information about the shares of Common Stock that may be considered to be owned
by each Insider as of August 15, 2008. A person may be considered to own any
shares of Common Stock over which he or she has, directly or indirectly, sole or
shared voting or investment power. Unless otherwise indicated, each
of the named individuals has sole voting and investment power with respect to
the shares shown.
|
Name
|
|
Number of Shares Owned
|
|
Percent
of Common
Stock Outstanding
|
|
|
Allen
T. Sterling
|
|
2,500
|
|
*
|
|
|
Bruce
M. Ray
|
|
3,600
|
|
*
|
|
|
Martha
L. Adams
|
|
500
|
|
*
|
|
|
Rachel
A. Haines
|
|
100
|
|
*
|
|
|
Jason
M. Longley
|
|
—
|
|
—
|
|
|
Bonnie
G. Adams
|
|
200
|
|
*
|
|
|
August
M. Berta
|
|
500
|
|
*
|
|
|
Peter
E. Chalke
|
|
1,000
|
|
*
|
|
|
M.
Kelly Matzen
|
|
200
|
|
*
|
|
|
Sharon
A. Millett
|
|
2,500
|
|
*
|
|
|
Philip
R. St. Pierre
|
|
2,400
|
|
*
|
|
|
Claire
D. Thompson
|
|
1,500
|
**
|
*
|
|
_______________________
*
Represents less than 1%.
**
Includes 500 shares of Common Stock beneficially owned by Ms. Thompson’s spouse,
as to which Ms. Thomson disclaims beneficial ownership.
(c) Other
than the acquisition of the shares of Common Stock reported in Item 3 of this
Statement, neither the MHC nor any Insider has effected any transaction in the
Common Stock of the Company in the past 60 days.
(d) Not
applicable.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The
information contained in Items 3 and 4 is incorporated herein by
reference.
Item
7. Material to be Filed as Exhibits.
None.