-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LUClKPjgoCHU45KvGYFdVO3hY4PYmZs8ayCaIgyopxv8TPfqsoSFcCbPKU/qIOkc Vl+0m+TcJ+Ull+pa3uyfhQ== 0001065407-10-000569.txt : 20101227 0001065407-10-000569.hdr.sgml : 20101224 20101227135516 ACCESSION NUMBER: 0001065407-10-000569 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101227 DATE AS OF CHANGE: 20101227 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Alliance Bancorp, Inc. of Pennsylvania CENTRAL INDEX KEY: 0001500711 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 000000000 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 333-169363 FILM NUMBER: 101273918 BUSINESS ADDRESS: STREET 1: 541 LAWRENCE ROAD CITY: BROOMALL STATE: PA ZIP: 19008 BUSINESS PHONE: (610) 353-2900 MAIL ADDRESS: STREET 1: 541 LAWRENCE ROAD CITY: BROOMALL STATE: PA ZIP: 19008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE BANCORP INC OF PENNSYLVANIA CENTRAL INDEX KEY: 0001373079 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: X1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 541 LAWRENCE ROAD CITY: BROOMALL STATE: PA ZIP: 19008 BUSINESS PHONE: (610) 353-2900 MAIL ADDRESS: STREET 1: 541 LAWRENCE ROAD CITY: BROOMALL STATE: PA ZIP: 19008 425 1 form8k.htm FORM 8-K form8k.htm
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
   
Washington, D.C.  20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   
   
 
Date of Report (Date of earliest event reported)
December 27, 2010
 
   
Alliance Bancorp, Inc. of Pennsylvania
(Exact name of registrant as specified in its charter)
   
   
United States
001-33189
56-2637804
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
Identification No.)
 
 
541 Lawrence Road, Broomall, Pennsylvania
 
19008
(Address of principal executive offices)
(Zip Code)
   
   
 
Registrant’s telephone number, including area code
(610) 353-2900
 
 
Not Applicable
(Former name or former address, if changed since last report)
   
   
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
 
[X]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

 
 
ITEM 8.01
Other Events
 
On December 27, 2010, Alliance Bancorp, Inc. of Pennsylvania (the “Corporation”) issued a press release announcing the extension of community offering and an increase in the purchase limitations in the stock offering in connection with its second step conversion.
 
A copy of the press release dated December 27, 2010 is included as Exhibit 99.1 and is incorporated herein by reference.
 
ITEM 9.01
Financial Statements and Exhibits
   
(a)
Not applicable.
(b)
Not applicable.
(c)
Not applicable.
(d)
Exhibits
 
The following exhibit is filed herewith.
 
 
 
Exhibit Number
 
 
 
Description
 
 
  99.1
 
Press Release dated December 27, 2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
ALLIANCE BANCORP, INC. OF PENNSYLVANIA
     
     
     
Date:  December 27, 2010
By:
/s/Peter J. Meier
   
Peter J. Meier
   
Executive Vice President and
   
  Chief Financial Officer
 
 
   
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
EX-99.1 2 pr.htm PRESS RELEASE pr.htm
 


 
EXHIBIT 99.1
 
PRESS RELEASE
 
 
 
FOR IMMEDIATE RELEASE
 
Contact:
 
Peter J. Meier, CFO
    Phone:  (610) 359-6903
    Fax: (610) 359-6906
 
 
ALLIANCE BANCORP, INC. OF PENNSYLVANIA ANNOUNCES EXTENSION OF
COMMUNITY OFFERING AND INCREASE IN PURCHASE LIMITATIONS
 
Broomall, Pennsylvania – December 27, 2010 – Alliance Bancorp, Inc. of Pennsylvania (the “Company”) (NASDAQ Global Market: ALLB), the holding company for Alliance Bank, announced today that the subscription offering for the common stock of the new holding company also called “Alliance Bancorp, Inc. of Pennsylvania” in connection with the “second-step” conversion of Alliance Mutual Holding Company, the Company’s mutual holding company parent, was completed on December 21, 2010.  The Company also announced that the community offering of the new holding company’s common stock to the general public, with preference given first to persons residing in Delaware and Chester Counti es, Pennsylvania, and then to public shareholders of the Company as of November 8, 2010, has been extended, and orders may continue to be submitted in the community offering.  The syndicated community offering for the new holding company’s common stock is expected to commence in early January 2011.
 
In addition, the Company also announced that the new holding company has filed a prospectus supplement with the Securities and Exchange Commission increasing the maximum purchase limitation from 50,000 shares ($500,000) for individual purchasers and from 100,000 shares ($1,000,000) for purchasers acting together with others, in all categories of the offering combined to, in both cases, an amount equal to 5% of the shares sold in the offering (131,750 shares or $1,317,500 at the minimum of the offering range and 178,250 shares or $1,782,500 at the maximum of the offering range), subject to certain exceptions described in the plan of conversion and reorganization.  Consistent with the prospectus dated November 10, 2010, the only pers ons who will be given the opportunity to increase their orders are those who subscribed for the maximum purchase limit in the subscription offering and who indicated on their order form an interest in purchasing additional shares if the purchase limitations were increased.  Any supplemental orders must be received with full payment by 2:00 p.m., Eastern Time, on January 5, 2011.  All other eligible subscribers who properly completed and timely submitted a stock order form will be allocated the number of shares of common stock requested in their stock order form.
 
The second-step conversion must be approved by the shareholders of the Company and the depositors of Alliance Bank at special meetings to be held on December 29, 2010. Completion of the conversion and offering is also subject to, among other things, the sale of a minimum of 2,635,000 shares in the offering and the receipt of final regulatory approvals.
 
Offering materials are available by contacting the Stock Information Center at 1-(877) 643-8217. Hours of operation are Monday through Friday from 10:00 a.m. to 4:00 p.m., Eastern Time.  The Stock Information Center is closed on weekends and bank holidays.
 
Stifel, Nicolaus & Company, Incorporated is assisting the new holding company in selling its common stock in the offering on a best efforts basis.
 
 

 
Alliance Bancorp, Inc. of Pennsylvania is the holding company for Alliance Bank, a Pennsylvania chartered, FDIC-insured savings bank headquartered in Broomall, Pennsylvania.  Alliance Bank operates nine full-service branch offices located in Delaware and Chester Counties, Pennsylvania.
 
This press release contains certain forward-looking statements about the conversion and offering.  Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts.  They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.”  Forward-looking statements, by their nature, are subject to risks and uncertainties.  Certain factors that coul d cause actual results to differ materially from expected results include delays in consummation of the conversion and offering, difficulties in selling the common stock or in selling the common stock within the expected time frame, increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in which Alliance Bancorp, Inc. of Pennsylvania and Alliance Bank are engaged.
 
A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission (“SEC”).  This press release is neither an offer to sell nor a solicitation of an offer to buy common stock.  The offer will be made only by means of the written prospectus forming part of the registration statement (and, in the case of the subscription offering, an accompanying stock order form).
 
The new holding company, named “Alliance Bancorp, Inc. of Pennsylvania,” has filed a proxy statement/prospectus and prospectus supplement concerning the conversion with the SEC.  Shareholders of the existing Alliance Bancorp are urged to read the proxy statement/prospectus and prospectus supplement because they contain important information.  Investors are able to obtain all documents filed with the SEC by the new holding company free of charge at the SEC’s website, www.sec.gov.  In addition, documents filed with the SEC by the new holding company are available free of charge from the Corporate Secretary of Alliance Bancorp at 541 Lawrence Road, Broomall,  Pennsylva nia 19008, telephone (610) 353-2900.  The directors, executive officers, and certain other members of management and employees of Alliance Bancorp are participants in the solicitation of proxies in favor of the conversion and reorganization from the shareholders of Alliance Bancorp.  Information about the directors and executive officers of Alliance Bancorp is included in the proxy statement/prospectus filed with the SEC.
 
The shares of common stock of Alliance Bancorp, Inc. of Pennsylvania 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.
 
 
 
 
 
 
 
 
 
 
 
 
 
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