Northeast Indiana Bancorp, Inc. Announces Plan to End SEC Reporting and Nasdaq Listing
16 Mars 2005 - 7:15PM
PR Newswire (US)
Northeast Indiana Bancorp, Inc. Announces Plan to End SEC Reporting
and Nasdaq Listing HUNTINGTON, Ind., March 16
/PRNewswire-FirstCall/ -- Northeast Indiana Bancorp, Inc. ("NEIB"),
announced today that its Board of Directors has approved a plan to
end the Corporation's obligation to file reports with the
Securities and Exchange Commission (the "SEC"). This would be
accomplished through a 1-for-125 reverse split of NEIB's common
stock to be followed immediately by a 125-for-1 forward split. In
the split transaction, stockholders with fewer than 125 shares of
NEIB common stock held of record in their name immediately before
the split transaction will receive a cash payment equal to $23.50
per pre-split share. Stockholders holding 125 or more shares of
NEIB common stock immediately before the split transaction will not
receive a cash payment and will continue to hold the same number of
shares after completion of the split transaction. If the split
transaction is completed, NEIB expects to have fewer than 300
stockholders of record, thereby being eligible to file a Form 15 to
deregister its common stock under the Securities Exchange Act of
1934. As a result, the Corporation would no longer be required to
file periodic reports and other information with the Securities and
Exchange Commission. If NEIB deregisters its common stock and
suspends reporting obligations under the Securities Exchange Act of
1934, the common stock will cease to be eligible for trading on
Nasdaq. However, the Corporation anticipates that its common stock
will be quoted on the OTC Bulletin Board or in the pink sheets, to
the extent market makers continue to make a market in its shares.
"Our Board of Directors decided to take this action," said Stephen
E. Zahn, NEIB's President and CEO, "because we believe that the
advantages of continuing as a public company are far outweighed by
the disadvantages. As a public reporting company, Northeast Indiana
Bancorp, Inc. incurs significant accounting, legal and
administrative costs that are associated with compliance with the
SEC's reporting requirements, which can be expected to increase due
to recent legislation. We believe that the cost savings we will
realize by going private will have a positive impact on the
Corporation's results of operation and will allow management to
focus more of its attention on the Corporation's business. The
Corporation's shares trade infrequently. Therefore, management and
the directors believe that any negative impact on the liquidity of
the shares as a result of deregistering and delisting will be
minimal." The Board of Directors has received a fairness opinion
from its financial advisor, Keefe, Bruyette & Woods, Inc., that
the cash consideration of $23.50 per share to be paid in the
proposed split transaction to record stockholders owing fewer than
125 shares is fair, from a financial point of view, to those
stockholders. The proposed split transaction is subject to approval
by the holders of a majority of the issued and outstanding shares
of Northeast Indiana Bancorp, Inc. common stock. Stockholders will
be asked to approve the split transaction at an annual meeting of
stockholders, currently expected to be held in the second quarter
of 2005. Northeast Indiana Bancorp, Inc. intends to file a
preliminary proxy statement and Schedule 13E-3 with the SEC
outlining the transaction. All stockholders are advised to read the
definitive proxy statement and Schedule 13E-3 at the SEC's web site
at http://www.sec.gov/ . Northeast Indiana Bancorp, Inc. will also
mail a copy of the definitive proxy statement prior to the annual
meeting to its stockholders entitled to vote at the meeting.
Northeast Indiana Bancorp, Inc. is headquartered at 648 North
Jefferson Street, Huntington, Indiana. The Corporation offers a
full array of banking, trust, and financial brokerage services to
its customers through three full service branches located in
Huntington, Indiana. The Corporation is traded on the NASDAQ-NM
under the symbol "NEIB." Forward-looking statements made herein
reflect management's expectations as of the date such statements
are made. Such information is provided to assist stockholders and
potential investors in understanding current and anticipated
financial operations of the Corporation and is included pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The Corporation's ability to predict future
results involves a number of risks and uncertainties, some of which
have been set forth in the Corporation's most recent annual report
on Form 10-KSB, which disclosures are incorporated by reference
herein. The Corporation undertakes no obligation to update any
forward-looking statement to reflect events or circumstances that
arise after the date such statements are made. DATASOURCE:
Northeast Indiana Bancorp, Inc. CONTACT: Stephen E. Zahn, Chairman
of the Board, President, CEO, Michael S. Zahn, Senior Vice
President, or Randy J. Sizemore, Senior Vice President, CFO, of
Northeast Indiana Bancorp, Inc., +1-260-356-3311 Web site:
http://www.firstfedhuntington.com/
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