Board of Directors
Citizens First Savings Bank
525 Water Street
Port Huron, Michigan 48060
Board of Directors:
The notice of intent to convert from mutual to stock form filed on behalf of Citizens First Savings Bank, Port Huron, Michigan (Bank), has been reviewed by the Federal Deposit Insurance Corporation (FDIC) pursuant to the FDIC regulations at 12 C.F.R. Sections 303.163 and 333.4.
This notice was filed in connection with the Bank's "Plan of Conversion for Citizens First Savings Bank" (Plan). Pursuant to the Plan, the Bank will convert to a Michigan-chartered stock savings bank and become a wholly-owned subsidiary of the newly formed Citizens First Bancorp, Inc. (Bancorp), a Delaware corporation. Concurrently, with the reorganization, Bancorp intends to offer for sale its common stock on a priority basis to qualifying depositors and to an employee stock ownership plan. In addition, the Bancorp will fund a charitable foundation (Foundation) with shares of its common stock in an amount equal to 8% of the shares issued and sold in the conversion.
The FDIC has relied on information provided in the Bank's notice of conversion and the accompanying business plan in reaching its decision regarding the notice. Management of the Bank has represented that, for three years after the closing of the conversion, the FDIC will be given at least 30 days prior written notice before any material deviation from the business plan, such as a return of capital, is implemented. Management has further represented that, for twelve months following the conversion, the Bancorp will not make any distribution to stockholders that represents a return of capital without the FDIC's prior written consent.
Based on the information provided and representations made, the FDIC plans to issue a letter of non-objection to the proposed conversion transaction provided that the Bank satisfies the following conditions:
1. The Bank must execute the enclosed Tolling Agreement and deliver it to this office on or before January 31, 2001.
2. The Foundation's board of directors shall commit to the following oversight provisions:
a. Common stock of Bancorp held by the Foundation shall be voted by the Foundation at the same ratio as the shares voted on each and every proposal considered by the stockholders of Bancorp;
b. The Foundation shall be subject to examination by the FDIC;
c. The Foundation shall comply with all supervisory directives imposed by the FDIC;
d. The Foundation shall operate in accordance with written policies adopted by the Foundation's board of directors, including adopting a conflict of interest policy acceptable to the FDIC;
e. The Foundation shall not engage in self-dealing and will comply with all laws necessary to maintain its tax-exempt status under the Internal Revenue Code; and
f. The Foundation shall provide a proposed operating plan prior to conversion and annual reports to the FDIC describing the grants made and the grant recipients.
3. The Bank must submit final disclosure materials acceptable to the FDIC Division of Supervision, Registration and Disclosure Section;
4. The Bank must provide written evidence that its Plan has been approved by the affirmative vote of a majority of the votes eligible to be case at a special meeting of the Bank's voting participants;
5. The Bank must advise this office of the results of the subscription offering and deliver an updated appraisal that:
a. Takes the results of the subscription offering into account;
b. Discusses any material occurrences during the subscription period; and
c. Explains any orders that may have been rejected; and
6. The Bank must receive the necessary approvals from the Michigan Office of Financial and Insurance Services for its establishment as a stock savings bank and from the Office of Thrift Supervision for the establishment of Bancorp.
Provided that the Bank meets the foregoing conditions and that the FDIC is satisfied with the appraiser's determination in the updated appraisal that the results of the subscription offering represent the fair value for Bancorp, the FDIC will issue a letter of non-objection to the proposed conversion transaction.
Sincerely,
Michael J. Zamorski
Acting Director
Tolling Agreement
by and between
Citizens First Savings Bank
Port Huron, Michigan
and
The Federal Deposit Insurance Corporation
The undersigned parties hereby agree as follows:
1. The time in which the Federal Deposit Insurance Corporation ("FDIC") may act to object to the notice of the proposed conversion of Citizens First Savings Bank, Port Huron, Michigan ("Bank") to stock ownership, filed with the FDIC on November 3, 2000, pursuant to section 303.161 of the FDIC Rules and Regulations ("Notice"), is hereby extended from March 6, 2001 until 30 days after the Bank advises the FDIC of the results of the subscription offering (and the community and syndicated community offerings, as applicable) and delivers an appraisal that:
(a) takes into account the results of the offering(s);
(b) discusses any material occurrences during the subscription period; and
(c) explains any orders that may have been rejected.
2. Any action taken by the FDIC on the aforementioned Notice during the extension period described in paragraph 1 shall have the same force and effect as if it were taken by the FDIC before March 6, 2001, and shall not be challenged by the Bank or anyone associated with it solely for having been taken during the extension period described above in paragraph 1.
Dated: Citizens First Savings Bank
By:____________________________________
Dated: Federal Deposit Insurance Corporation
By: ___________________________________
Board of Directors
Citizens First Savings Bank
525 Water Street
Port Huron, Michigan 48060
Board of Directors:
The notice of intent to convert from mutual to stock form filed on behalf of Citizens First Savings Bank, Port Huron, Michigan (Bank), has been reviewed by the Federal Deposit Insurance Corporation (FDIC) pursuant to the FDIC regulations at 12 C.F.R. Sections 303.160 and 333.4.
This notice was filed in connection with the Bank's "Plan of Conversion for Citizens First Savings Bank" (Plan). Pursuant to the Plan, the Bank will convert to a Michigan-chartered stock savings bank and become a wholly-owned subsidiary of the newly formed Citizens First Bancorp, Inc. (Bancorp), a Delaware corporation. Concurrently, with the reorganization, Bancorp intends to offer for sale its common stock on a priority basis to qualifying depositors and to an employee stock ownership plan. In addition, the Bancorp will fund a charitable foundation (Foundation) with shares of its common stock in an amount equal to 8% of the shares issued and sold in the conversion.
The FDIC has relied on information provided in the Bank's notice of conversion and the accompanying business plan in reaching its decision regarding the notice. Management of the Bank has represented that, for three years after the closing of the conversion, the FDIC will be given at least 30 days prior written notice before any material deviation from the business plan, such as a return of capital, is implemented. Management has further represented that, for twelve months following the conversion, the Bancorp will not make any distribution to stockholders that represents a return of capital without the FDIC's prior written consent.
Based on the information provided and representations made, the FDIC plans to issue a letter of non-objection to the proposed conversion transaction provided that the Bank satisfies the following conditions:
1. The Bank must execute the enclosed Tolling Agreement and deliver it to this office on or before January 31, 2001.
2. The Foundation's board of directors shall commit to the following oversight provisions:
a. Common stock of Bancorp held by the Foundation shall be voted by the Foundation at the same ratio as the shares voted on each and every proposal considered by the stockholders of Bancorp;
b. The Foundation shall be subject to examination by the FDIC;
c. The Foundation shall comply with all supervisory directives imposed by the FDIC;
d. The Foundation shall operate in accordance with written policies adopted by the Foundation's board of directors, including adopting a conflict of interest policy acceptable to the FDIC;
e. The Foundation shall not engage in self-dealing and will comply with all laws necessary to maintain its tax-exempt status under the Internal Revenue Code; and
f. The Foundation shall provide a proposed operating plan prior to conversion and annual reports to the FDIC describing the grants made and the grant recipients.
3. The Bank must submit final disclosure materials acceptable to the FDIC Division of Supervision, Registration and Disclosure Section;
4. The Bank must provide written evidence that its Plan has been approved by the affirmative vote of a majority of the votes eligible to be case at a special meeting of the Bank's voting participants;
5. The Bank must advise this office of the results of the subscription offering and deliver an updated appraisal that:
a. Takes the results of the subscription offering into account;
b. Discusses any material occurrences during the subscription period; and
c. Explains any orders that may have been rejected; and
6. The Bank must receive the necessary approvals from the Michigan Office of Financial and Insurance Services for its establishment as a stock savings bank and from the Office of Thrift Supervision for the establishment of Bancorp.
Provided that the Bank meets the foregoing conditions and that the FDIC is satisfied with the appraiser's determination in the updated appraisal that the results of the subscription offering represent the fair value for Bancorp, the FDIC will issue a letter of non-objection to the proposed conversion transaction.
Sincerely,
Michael J. Zamorski
Acting Director
