UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) November 14, 2014
FRATERNITY COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
Maryland | 0-54271 | 27-3683448 | ||
(State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
764 Washington Boulevard, Baltimore, Maryland 21230
(Address of principal executive offices) (Zip Code)
(410) 539-1313
(Registrants telephone number, including area code)
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:
¨ | 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 1.01 | Entry into a Material Definitive Agreement |
On November 18, 2014, Fraternity Community Bancorp, Inc. (the Company) entered into an Agreement (the Agreement) with Stilwell Value Partners II, L.P., Stilwell Value Partners VII, L.P., Stilwell Activist Fund, L.P., Stilwell Activist Investments, L.P., Stilwell Partners, L.P., Stilwell Value LLC and Joseph Stilwell (collectively, the Stilwell Group) and Corissa J. Briglia. The Stilwell Group owns approximately 8.1% of the outstanding shares of the Companys common stock.
The Agreement provides that the Company and its wholly owned subsidiary, Fraternity Federal Savings and Loan Association (the Bank), will be expanded by one Board seat, and Ms. Briglia will be appointed as a director of the Company and the Bank, to the class of directors with terms expiring at the annual meeting of shareholders.
During the term of the Agreement, which is scheduled to continue through the date of the Companys annual meeting of shareholders in 2016, the Stilwell Group and Ms. Briglia will not, among other things, solicit proxies in opposition to any recommendations or proposals of the Companys Board of Directors, initiate or solicit shareholder proposals or seek to place any additional representatives on the Companys Board of Directors other than Ms. Briglia (or any replacement director selected by the Stilwell Group in the event Ms. Briglias position as a director of the Company or the Bank is terminated during the term of the Agreement due to her resignation, death, permanent disability or otherwise), oppose any proposal or director nomination submitted by the Board of Directors to the Companys shareholders, vote for any nominee to the Companys Board of Directors other than those nominated or supported by the Board of Directors, seek to exercise any control or influence over the management of the Company or the Boards of Directors of the Company or the Bank (although nothing in the Agreement will prevent Ms. Briglia, from expressing her views to other members of the Board at duly convened meetings of the Boards of Directors), propose or seek to effect a merger or sale of the Company or initiate litigation against the Company. The Stilwell Group also agreed not to acquire any additional shares of the outstanding Company common stock and, at any Company annual or special meeting of shareholders during the term of the Agreement, to vote all shares of Company common stock it beneficially owns: in favor of the nominees for election or reelection as a director of the Company selected by the Companys Board of Directors; and, with respect to any other proposal submitted by any Company shareholder, in accordance with the recommendation of the Companys Board of Directors.
Upon Ms. Briglias appointment and commencement of service as a director, the parties will also enter into a Non-Disclosure Agreement, in the form attached to the Agreement, providing that the Stilwell Group will maintain the confidentiality of any non-public information regarding the Company or the Bank in full compliance with federal securities laws. In the event the Agreement is terminated prior to the Companys annual meeting of shareholders in 2016, Ms. Briglia will be required to resign from the Boards of Directors of the Company and the Bank.
The foregoing description is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.02 | Results of Operations and Financial Condition |
On November 14, 2014, the Company announced its unaudited financial results for the three and nine months ended September, 2014. For more information, reference is made to the Companys press release dated November 14, 2014, a copy of which is attached to this Report as Exhibit 99.1 and is furnished herewith.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(d) On November 18, 2014, the Company and the Bank expanded their Boards of Directors by one member and appointed Ms. Briglia as a director of both entities. Ms. Briglia was appointed pursuant to the terms of the Agreement described in Item 1.01 herein. No determination has been made at this time as to any specific committees of the Companys Board of Directors to which Ms. Briglia may be appointed. There are no transactions since the beginning of the Companys last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which Ms. Briglia had or will have a direct or indirect material interest.
For more information, reference is made to the Companys press release dated November 19, 2014, a copy of which is attached to this Report as Exhibit 99.2 and is incorporated herein by reference.
Item 8.01 | Other Events |
On November 19, 2014, the Company announced its intention to terminate the registration of the Companys common stock and suspend its reporting obligations with the Securities and Exchange Commission. For additional information, reference is made to the Companys press release, which is attached as Exhibit 99.2 to this report and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
(a) | Not applicable. |
(b) | Not applicable. |
(c) | Not applicable. |
(d) | The following exhibit is furnished herewith: |
Exhibit 10.1 | Agreement, dated November 18, 2014, by and among, Fraternity Community Bancorp, Inc., Stilwell Value Partners II, L.P., Stilwell Value Partners VII, L.P., Stilwell Activist Fund, L.P., Stilwell Activist Investments, L.P., Stilwell Partners, L.P., Stilwell Value LLC, Joseph Stilwell and Corissa J. Briglia | |
Exhibit 99.1 | Press Release dated November 14, 2014 | |
Exhibit 99.2 | Press Release dated November 19, 2014 |
SIGNATURE
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.
FRATERNITY COMMUNITY BANCORP, INC. | ||||||
Date: November 20, 2014 | By: | /s/ Thomas K. Sterner | ||||
Thomas K. Sterner | ||||||
Chairman of the Board and Chief Executive Officer |
Exhibit 10.1
AGREEMENT
THIS AGREEMENT (the Agreement), dated this 18th day of November 2014, is by and among Fraternity Community Bancorp, Inc. (the Company) (the Company), Stilwell Value Partners II, L.P. (Stilwell Value Partners II), Stilwell Value Partners VII, L.P. (Stilwell Value Partners VII), Stilwell Activist Fund, L.P. (Activist Fund), Stilwell Activist Investments, L.P. (Activist Investments), Stilwell Partners, L.P. (Stilwell Partners), Stilwell Value LLC (Stilwell Value), and Joseph Stilwell, an individual (such parties other than the Company being referred to collectively herein as the Stilwell Group, and each individually, other than the Company, a Stilwell Group Member), and Corissa J. Briglia, an individual (the Nominee).
RECITALS
WHEREAS, the Company, the Stilwell Group and the Nominee have agreed that it is in their mutual interests to enter into this Agreement.
NOW THEREFORE, in consideration of the Recitals and the representations, warranties, covenants and agreements contained herein and other good and valuable consideration, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Representations and Warranties of the Stilwell Group Members. The Stilwell Group Members individually and collectively represent and warrant to the Company, as follows:
(a) Each Stilwell Group Member and the Nominee has fully disclosed in Exhibit A to this Agreement the total number of shares of common stock of the Company, par value $0.01 per share (Company Common Stock), as to which it or he/she is the beneficial owner, and neither the Stilwell Group nor any Stilwell Group Member nor the Nominee nor any of their affiliates has (i) a right to acquire any interest in any capital stock of the Company, or (ii) a right to vote any shares of capital stock of the Company other than as set forth in Exhibit A;
(b) The Stilwell Group and each Stilwell Group Member have full power and authority to enter into and perform their obligations under this Agreement, and the execution and delivery of this Agreement by the Stilwell Group and each Stilwell Group Member has been duly authorized by the Stilwell Group and each Stilwell Group Members. This Agreement constitutes a valid and binding obligation of the Stilwell Group and the Stilwell Group Members, and the performance of its terms will not constitute a violation of any limited partnership agreement, operating agreement, bylaws, or any agreement or instrument to which the Stilwell Group or any Stilwell Group Member is a party;
(c) There are no other persons who, by reason of their personal, business, professional or other arrangement with the Stilwell Group or any Stilwell Group Member, have agreed, in writing or orally, explicitly or implicitly, to take any action on behalf of or in lieu of the Stilwell Group or any Stilwell Group Member that would be prohibited by this Agreement; and
(d) Except for the Confidentiality Agreement dated September 17, 2014 between certain Stilwell Group Members and the Company (the Confidentiality Agreement), there are no arrangements, agreements or understandings concerning the subject matter of this Agreement between the Stilwell Group or any Stilwell Group Member and the Company or between the Stilwell Group or any Stilwell Group Member and the Nominee other than as set forth in this Agreement.
2. Representations and Warranties of the Company.
(a) The Company hereby represents and warrants to the Stilwell Group that the Company has full power and authority to enter into and perform its obligations under this Agreement and that the execution and delivery of this Agreement by the Company has been duly authorized by the Board of Directors of the Company. This Agreement constitutes a valid and binding obligation of the Company, and the performance of its terms will not constitute a violation of its articles of incorporation or bylaws or any agreement or instrument to which the Company is a party.
(b) The Company hereby represents and warrants to the Stilwell Group that except for the Confidentiality Agreement there are no arrangements, agreements, or understandings concerning the subject matter of this Agreement between the Stilwell Group or any Stilwell Group Member and the Company other than as set forth in this Agreement.
3. Covenants.
(a) During the term of this Agreement, the Company covenants and agrees as follows:
(i) Upon the execution of this Agreement, the Board of Directors of the Company will be expanded by one board seat, and the Nominee will be appointed a director of the Company to serve in the class of directors with terms expiring at the Companys 2016 annual meeting of shareholders or until her successor, if any, is elected and qualified. Upon the execution of this Agreement, the Board of Directors of the Company will cause the Board of Directors of the Companys wholly owned subsidiary, Fraternity Federal Savings and Loan Association (the Association), to expand the Associations Board of Directors by one board seat and to appoint the Nominee to fill the vacancy created by the expansion of the Associations Board of Directors to serve in the class of directors with terms expiring at the Associations 2016 annual meeting of shareholders or until her successor, if any, is elected and qualified;
(ii) Upon her appointment and qualification to the Companys and the Associations Boards of Directors, the Nominee shall be treated on a consistent basis with other members of the Companys and the Associations Boards of Directors with respect to compensation and benefits; and
(iii) Should the Nominees position as a director of the Company or the Association be terminated during the term of this Agreement due to her resignation, death, permanent disability or otherwise, the Company shall appoint a replacement director, selected by Mr. Stilwell (Replacement Director), subject to the approval of the Company, which approval shall not be unreasonably withheld, and the Replacement Director shall, subject to the receipt of any necessary approvals of the FRB and/or the OCC and his or her agreement to honor the provisions of Sections 3(d) and 3(e) hereof, be appointed to the Boards of the Company and the Association.
(b) During the term of this Agreement, the Stilwell Group and each Stilwell Group Member covenant and agree not to do the following, directly or indirectly, alone or in concert with any affiliate, other group or other person:
(i) own, acquire, offer or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, or through the acquisition of control of another person or entity (including by way of merger or consolidation) any additional shares of the outstanding Company Common Stock, any rights to vote or direct the voting of any additional shares of Company Common Stock, or any securities convertible into Company Common Stock (except by way of stock splits, stock dividends, stock reclassifications or other distributions or offerings made available and, if applicable, exercised on a pro rata basis, to holders of the Company Common Stock generally);
(ii) without the Companys prior written consent, directly or indirectly, sell, transfer or otherwise dispose of any interest in the Stilwell Groups shares of Company Common Stock to any person the Stilwell Group believes, after reasonable inquiry, would be beneficial owner after any such sale or transfer of more than 5% of the outstanding shares of the Company Common Stock;
(iii) (A) propose or seek to effect a merger, consolidation, recapitalization, reorganization, sale, lease, exchange or other disposition of substantially all the assets of, or other business combination involving, or a tender or exchange offer for securities of, the Company or the Association or any material portion of the Companys or the Associations business or assets or any type of transaction that would result in a change in control of the Company (any such transaction described in this clause (A) is a Company Transaction and any proposal or other action seeking to effect a Company Transaction as described in this clause (A) is defined as a Company Transaction Proposal), (B) seek to exercise any control or influence over the management of the Company or the Boards of Directors of the Company or the Association or any of the businesses, operations or policies of the Company or the Association, (C) present to the Company, its shareholders or any third party any proposal constituting or that could reasonably be expected to result in a Company Transaction, or (D) seek to effect a change in control of the Company;
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(iv) publicly suggest or announce its willingness or desire to engage in a transaction or group of transactions or have another person engage in a transaction or group of transactions that would constitute or could reasonably be expected to result in a Company Transaction or take any action that might require the Company to make a public announcement regarding any such Company Transaction;
(v) initiate, request, induce, encourage or attempt to induce or give encouragement to any other person to initiate any Company Transaction Proposal, or otherwise provide assistance to any person who has made or is contemplating making, or enter into discussions or negotiations with respect to, any Company Transaction Proposal;
(vi) solicit proxies or written consents or assist or participate in any other way, directly or indirectly, in any solicitation of proxies or written consents, or otherwise become a participant in a solicitation, or assist any participant in a solicitation (as such terms are defined in Rule 14a-1 of Regulation 14A and Instruction 3 of Item 4 of Schedule 14A, respectively, under the Securities Exchange Act of 1934) in opposition to any recommendation or proposal of the Companys Board of Directors, or recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage or influence any other person with respect to the voting of (or the execution of a written consent in respect of) the Company Common Stock, or execute any written consent in lieu of a meeting of the holders of the Company Common Stock or grant a proxy with respect to the voting of the capital stock of the Company to any person or entity other than the Board of Directors of the Company;
(vii) initiate, propose, submit, encourage or otherwise solicit shareholders of the Company for the approval of one or more shareholder proposals or induce or attempt to induce any other person to initiate any shareholder proposal, or seek election to, or seek to place a representative or other affiliate or nominee on, the Companys Board of Directors (other than with respect to the provisions of Sections 3(a)(i) and (iii), providing for the possible appointment of the Nominee, Alternate or Replacement Director) or seek removal of any member of the Companys or the Associations Boards of Directors;
(viii) form, join in or in any other way (including by deposit of the Companys capital stock) participate in a partnership, pooling agreement, syndicate, voting trust or other group with respect to Company Common Stock, or enter into any agreement or arrangement or otherwise act in concert with any other person, for the purpose of acquiring, holding, voting or disposing of Company Common Stock;
(ix) (A) join with or assist any person or entity, directly or indirectly, in opposing, or make any statement in opposition to, any proposal or director nomination submitted by the Companys Board of Directors to a vote of the Companys shareholders, or (B) join with or assist any person or entity, directly or indirectly, in supporting or endorsing (including supporting, requesting or joining in any request for a meeting of shareholders in connection with), or make any statement in favor of, any proposal submitted to a vote of the Companys shareholders that is opposed by the Companys Board of Directors;
(x) vote for any nominee or nominees for election to the Board of Directors of the Company other than those nominated or supported by the Companys Board of Directors;
(xi) except in connection with the enforcement of this Agreement, initiate or participate, by encouragement or otherwise, in any litigation against the Company or the Association or their respective officers and directors, or in any derivative litigation on behalf of the Company or the Association, except for testimony which may be required by law;
(xii) advise, assist, encourage or finance (or arrange, assist or facilitate financing to or for) any other person in connection with any of the matters restricted by, or otherwise seek to circumvent the limitations of, this Agreement; and
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(xiii) announce an intention to do, or enter into any arrangement or understanding with others to do, any of the actions restricted or prohibited under clauses (i) through (xii) of this Section 3(b), or publicly announce or disclose any request to be excused from any of the foregoing obligations of this Section 3(b).
(c) At any Company annual or special meeting of shareholders during the the term of this Agreement, the Stilwell Group Members agree (i) to vote all of the shares of Company Common Stock they or any of them beneficially own in favor of the nominees for election or reelection as director of the Company selected by the Board of Directors of the Company and agree otherwise to support such director candidates, and (ii) with respect to any other proposal submitted by any Company shareholder to a vote of the Company shareholders, to vote all of the shares of Company Common Stock they beneficially own in accordance with the recommendation of the Companys Board of Directors with respect to any such shareholder proposal.
(d) During the term of this Agreement, each Stilwell Group Member and the Nominee agree not to disparage the Company, the Association or any of their directors (including nominees supported by the Companys Board of Directors), officers or employees in any public or quasi-public forum, and the Company and the Association agree not to disparage the Stilwell Group and the Nominee in any public or quasi-public forum.
(e) (i) The Nominee agrees that during the term of this Agreement she will not take any action, directly or indirectly, which, if the Nominee were deemed to be a Stilwell Group Member, would be in violation of or inconsistent with any of the covenants and agreements made by the Stilwell Group in clauses (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) and (xii) of Section 3(b) hereof, provided, however, that nothing herein shall prevent or limit the Nominee, upon her appointment and qualification as a director of the Company and the Association, from expressing her views or positions on matters related to the Companys or the Associations business, operations or policies to other members of the Companys or the Associations Board of Directors at duly convened meetings of the Companys or the Associations Board of Directors in such manner as may be necessary and appropriate in order to fulfill her duties as a director;
(ii) In the event that the Nominee, breaches clause (i) of this Section 3(e), she shall promptly resign her positions as a director of the Company and the Association; in the event that the Nominee fails to resign after a breach in accordance with the provisions of this clause (ii), the Nominee agrees that the remaining directors of the Company and the Association, by majority vote thereof, may remove the Nominee, from her directorship positions with the Company and the Association;
(iii) The Nominee, and any Replacement Director, agrees to promptly submit her resignation as a director in the event of the termination of this Agreement prior to the Companys 2016 annual meeting of shareholders.
(f) Upon the commencement of the Nominees services as a director of the Company, the Company, the Stilwell Group and the Nominee, will enter into a Non-Disclosure Agreement, substantially in the form attached as Exhibit B hereto, which shall remain in force through the Nominees tenure on the Board of Directors.
(g) If the Company announces a merger, sale or the substantial disposition of its assets to a third-party, the Stilwell Group and each Stilwell Group Member shall be entitled to sell their shares.
4. Right of First Refusal
The Stilwell Group and each Stilwell Group Member hereby grant an irrevocable right of first refusal to the Company to purchase shares of Company Common Stock beneficially owned by any of the Stilwell Group Members that any Stilwell Group Member intends to sell (Right of First Refusal). A sale shall not include any transfer from a Stilwell Group Member to an affiliate as contemplated under Section 11 herein. Such Right of First Refusal shall be exercised in the following manner: the Stilwell Group Member intending to sell any shares of Company Common Stock shall provide notice to the Company of intent to sell together with the quantity of shares to be sold. The Company shall have two business days to give notice to such Stilwell Group Member of its intent to exercise its Right of First Refusal to acquire such shares. If the Company gives timely notice of its intent to exercise such Right of First Refusal with respect to such shares, then it shall have five business days to tender the Exercise Price (as
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defined herein) for such shares to the selling Stilwell Group Member, and that Stilwell Group Member shall then convey title to such shares to the Company or its designee. The Exercise Price shall be the volume-weighted average price for the Company Common Stock as derived from Bloomberg for the five trading days prior to the date on which such Stilwell Group Member gave notice. Failure of the Company to give timely notice to such selling Stilwell Group Member will excuse the Stilwell Group from any obligation with respect to those shares so long as that Stilwell Group Member sells such shares within 30 days of the date on which that Stilwell Group Member gave its notice of its intent to sell shares, but will not affect the Companys Right of First Refusal with respect to any other shares beneficially owned by that or any other Stilwell Group Member which was not the subject of the Stilwell Group Members notice of its intent to sell shares.
5. Notice of Breach and Remedies.
The parties expressly agree that an actual or threatened breach of this Agreement by any party will give rise to irreparable injury that cannot adequately be compensated by damages. Accordingly, in addition to any other remedy to which it may be entitled, each party shall be entitled to seek a temporary restraining order or injunctive relief to prevent a breach of the provisions of this Agreement or to secure specific enforcement of its terms and provisions.
The Stilwell Group and each Stilwell Group Member expressly agree that they will not be excused or claim to be excused from performance under this Agreement as a result of any material breach by the Company unless and until the Company is given written notice of such breach and thirty (30) business days either to cure such breach or seek relief in court. If the Company seeks relief in court, the Stilwell Group and each Stilwell Group Member irrevocably stipulate that any failure to perform by the Stilwell Group and/or any Stilwell Group Member or any assertion by the Stilwell Group and/or any Stilwell Group Member that they are excused from performing their obligations under this Agreement would cause the Company irreparable harm, that the Company shall not be required to provide further proof of irreparable harm in order to obtain equitable relief and that the Stilwell Group and each Stilwell Group Member shall not deny or contest that such circumstances would cause the Company irreparable harm. If, after such thirty (30) business day period, the Company has not either reasonably cured such material breach or obtained relief in court, the Stilwell Group or each Stilwell Group Member may terminate this Agreement by delivery of written notice to the Company.
The Company expressly agrees that it will not be excused or claim to be excused from performance under this Agreement as a result of any material breach by the Stilwell Group or any Stilwell Group Member unless and until the Stilwell Group and each Stilwell Group Member is given written notice of such breach and thirty (30) business days either to cure such breach or seek relief in court. If the Stilwell Group or any Stilwell Group Member seeks relief in court, the Company irrevocably stipulates that any failure to perform by the Company or any assertion by the Company that it is excused from performing its obligations under this Agreement would cause the Stilwell Group and each Stilwell Group Member irreparable harm, that the Stilwell Group or any Stilwell Group Member shall not be required to provide further proof of irreparable harm in order to obtain equitable relief and that the Company shall not deny or contest that such circumstances would cause the Stilwell Group and each Stilwell Group Member irreparable harm. If, after such thirty (30) business day period, the Stilwell Group or the Stilwell Group Member has not either reasonably cured such material breach or obtained relief in court, the Company may terminate this Agreement by delivery of written notice to the Stilwell Group and each Stilwell Group Member.
6. Term. This Agreement shall be effective upon the execution of the Agreement, and will remain in effect for a period expiring as of the close of business on the date of the Companys 2016 annual meeting of shareholders.
7. Publicity. Any press release or publicity with respect to this Agreement or any provisions hereof shall be jointly prepared and issued by the parties hereto. During the term of this Agreement, no party to this Agreement shall cause, discuss, cooperate or otherwise aid in the preparation of any press release or other publicity concerning any other party to this Agreement or its operations without the prior approval of such other party, which approval shall not be unreasonably withheld; provided that the parties shall be entitled to make such filings as each deems necessary to comply with securities laws.
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8. Notices. All notices, communications and deliveries required or permitted by this Agreement shall be made in writing signed by the party making the same, shall specify the Section of this Agreement pursuant to which it is given or being made and shall be deemed given or made (a) on the date delivered if delivered by telecopy or in person, (b) on the third Business Day after it is mailed if mailed by registered or certified mail (return receipt requested) (with postage and other fees prepaid) or (c) on the day after it is delivered, prepaid, to an overnight express delivery service that confirms to the sender delivery on such day, as follows:
Stilwell Group: | Joseph Stilwell | |
111 Broadway, 12th Floor | ||
New York, New York 10006 | ||
Facsimile: 212-269-2675 | ||
With a copy to: | E. J. Borrack, Esq. | |
c/o The Stilwell Group | ||
111 Broadway, 12th Floor | ||
New York, New York 10006 | ||
Facsimile: 212-269-2675 | ||
Nominee: | Corissa J. Briglia | |
c/o The Stilwell Group | ||
111 Broadway, 12th Floor | ||
New York, New York 10006 | ||
Facsimile: 212-269-2675 | ||
The Company: | Thomas K. Sterner | |
Chairman of the Board and Chief Executive Officer | ||
Fraternity Community Bancorp, Inc. | ||
764 Washington Boulevard | ||
Baltimore, Maryland 21230 | ||
Facsimile: 410-752-3806 | ||
With a copy to: | Joel E. Rappoport, Esq. | |
Kilpatrick Townsend & Stockton LLP | ||
607 14th Street, NW, Suite 900 | ||
Washington, DC 20005 | ||
Facsimile: 202-204-5620 |
9. Governing Law and Choice of Forum. Unless applicable federal law or regulation is deemed controlling, Maryland law shall govern the construction and enforceability of this Agreement. Any and all actions concerning any dispute arising hereunder shall be filed and maintained in the United States District Court for the State of Maryland or, if there is no basis for federal jurisdiction, in the Circuit Court for Baltimore City. The Stilwell Group, the Stilwell Group Members the Nominee agree that the United States District Court for the State of Maryland and the Circuit Court for Baltimore City may exercise personal jurisdiction over them in any such actions.
10. Severability. If any term, provision, covenant or restriction of this Agreement is held by any governmental authority or a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
11. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the successors and assigns, and transferees by operation of law, of the parties. Except as otherwise expressly provided, this Agreement shall not inure to the benefit of, be enforceable by or create any right or cause of action in any person, including any shareholder of the Company, other than the parties to the Agreement. Nothing contained herein shall prohibit any Stilwell Group Member from transferring any portion or all of the shares of Company Common Stock owned thereby at any time to any affiliate of the Stilwell Group or any other Stilwell Group Member but only if the transferee agrees in writing for the benefit of the Company (with a copy thereof to be furnished to the Company prior to such transfer) to be bound by the terms of this Agreement (any such transferee shall be included in the terms Stilwell Group and Stilwell Group Member).
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12. Survival of Representations, Warranties and Covenants. All representations, warranties and covenants shall survive the execution and delivery of this Agreement and shall continue for the term of this Agreement unless otherwise provided.
13. Amendments. This Agreement may not be modified, amended, altered or supplemented except by a written agreement executed by all of the parties.
14. Definitions. As used in this Agreement, the following terms shall have the meanings indicated, unless the context otherwise requires:
(a) The term acquire means every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise.
(b) The term acting in concert means (i) knowing participation in a joint activity or conscious parallel action towards a common goal, whether or not pursuant to an express agreement, or (ii) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.
(c) The term affiliate means, with respect to any person, a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with such other person.
(d) The term beneficial owner shall have the meaning ascribed to it, and be determined in accordance with, Rule 13d-3 of the Securities and Exchange Commissions Rules and Regulations under the Securities Exchange Act of 1934.
(e) The term change in control denotes circumstances under which: (i) any person or group becomes the beneficial owner of shares of capital stock of the Company or the Association representing 25% or more of the total number of votes that may be cast for the election of the Boards of Directors of the Company or the Association, (ii) the persons who were directors of the Company or the Association cease to be a majority of the Board of Directors, in connection with any tender or exchange offer (other than an offer by the Company or the Association), merger or other business combination, sale of assets or contested election, or combination of the foregoing, or (iii) shareholders of the Company or the Association approve a transaction pursuant to which substantially more than 50% of the assets of the Company or the Association will be sold.
(f) The term control (including the terms controlling, controlled by, and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management, activities or policies of a person or organization, whether through the ownership of capital stock, by contract, or otherwise.
(g) The term group has the meaning as defined in Section 13(d)(3) of the Securities Exchange Act of 1934.
(h) The term person includes an individual, group acting in concert, corporation, partnership, association, joint stock company, trust, unincorporated organization or similar company, syndicate, entity, or any other group formed for the purpose of acquiring, holding or disposing of the equity securities of the Company.
(i) The term transfer means, directly or indirectly, to sell, gift, assign, pledge, encumber, hypothecate or similarly dispose of (by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, gift, assignment, pledge, encumbrance, hypothecation or similar disposition of (by operation of law or otherwise), any Company Common Stock or any interest in any Company Common Stock; provided, however, that a merger or consolidation in which the Company is a constituent corporation shall not be deemed to be the transfer of any common stock beneficially owned by the Stilwell Group or a Stilwell Group Member.
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(j) The term vote means to vote in person or by proxy, or to give or authorize the giving of any consent as a shareholder on any matter.
15. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts and by the parties in separate counterparts, and signature pages may be delivered by facsimile, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
16. Duty to Execute. Each party agrees to execute any and all documents, and to do and perform any and all acts and things necessary or proper to effectuate or further evidence the terms and provisions of this Agreement.
17. Termination. This Agreement shall cease, terminate and have no further force and effect upon the expiration of the term as set forth in Section 6, unless earlier terminated pursuant to Section 5 hereof or by mutual written agreement of the parties.
[Remainder of this page intentionally left blank.]
8
IN WITNESS WHEREOF, this Agreement has been duly executed by the undersigned and is effective as of the day and year first above written.
STILWELL VALUE PARTNERS II, L.P. | ||
By: | Stilwell Value LLC | |
General Partner | ||
By: | /s/ Joseph Stilwell | |
Joseph Stilwell | ||
Managing Member | ||
STILWELL VALUE PARTNERS VII, L.P. | ||
By: | Stilwell Value LLC | |
General Partner | ||
By: | /s/ Joseph Stilwell | |
Joseph Stilwell Managing Member | ||
STILWELL ACTIVIST INVESTMENTS, L.P. | ||
By: | Stilwell Value LLC | |
General Partner | ||
By: | /s/ Joseph Stilwell | |
Joseph Stilwell | ||
Managing Member | ||
STILWELL PARTNERS, L.P. | ||
By: | /s/ Joseph Stilwell | |
Joseph Stilwell | ||
General Partner | ||
STILWELL VALUE LLC | ||
By: | /s/ Joseph Stilwell | |
Joseph Stilwell | ||
Managing Member | ||
STILWELL ACTIVIST FUND, L.P. | ||
By: | Stilwell Value LLC | |
General Partner | ||
By: | /s/ Joseph Stilwell | |
Joseph Stilwell | ||
Managing Member | ||
JOSEPH STILWELL | ||
By: | /s/ Joseph Stilwell | |
Joseph Stilwell |
9
FRATERNITY COMMUNITY BANCORP, INC. | ||
By: | /s/ Thomas K. Sterner | |
Thomas K. Sterner | ||
Chairman of the Board and Chief Executive Officer | ||
CORISSA J. BRIGLIA | ||
By: | /s/ Corissa J. Briglia | |
Corissa J. Briglia |
10
EXHIBIT A
Number of Shares of Company Common Stock held:
Stilwell Group Member |
Number of Shares | |||
Stilwell Value Partners II, L.P. |
29,331 | |||
Stilwell Value Partners VII, L.P. |
41,106 | |||
Stilwell Activist Investments, L.P. |
12,957 | |||
Stilwell Partners, L.P. |
26,462 | |||
Stilwell Activist Fund, L.P. |
1,936 | |||
Joseph Stilwell |
0 | |||
Corissa J. Briglia |
0 |
EXHIBIT B
NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT (this Agreement), is made and entered into as of the date on which it is fully executed, as indicated by signatures below, by and among Fraternity Community Bancorp, Inc. (the Company), the Stilwell Group (composed of Stilwell Value Partners II, L.P., Stilwell Value Partners VII, L.P., Stilwell Activist Fund, L.P., Stilwell Activist Investments, L.P., Stilwell Partners, L.P., Stilwell Value LLC, and Joseph Stilwell, an individual, and their employees and representatives), and Corissa J. Briglia, a director recommended by the Stilwell Group (the Director).
WHEREAS, the Director is a member of the Board of Directors of the Company and its wholly owned subsidiary, Fraternity Federal Savings and Loan Association (the Association);
WHEREAS, the Company, the Stilwell Group and the Director have agreed that it is in their mutual interests to enter into this Agreement as hereinafter described.
NOW THEREFORE, for good and valuable consideration, and intending to be legally bound hereby, the parties hereto mutually agree as follows:
1. In connection with the Director serving on the Boards of Directors of the Company and the Association, the Director and other Company employees, directors, and agents may divulge nonpublic information concerning the Company and its subsidiaries to the Stilwell Group and such information may be shared among the Stilwell Groups employees and agents who have a need to know such information. The Stilwell Group expressly agrees to maintain all nonpublic information concerning the Company and its subsidiaries in confidence. The Stilwell Group expressly acknowledges that federal and state securities laws may prohibit a person from purchasing or selling securities of a company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such other person is likely to purchase or sell such securities, while the first-mentioned person is in possession of material nonpublic information about such company. The Stilwell Group agrees to comply with the Companys insider trading policies and procedures, as in effect from time to time, to the same extent as if it were a director of the Company. To the extent any nonpublic information concerning the Company and its subsidiaries received by the Stilwell Group is material, this Agreement is intended to satisfy the confidentiality agreement exclusion of Regulation FD of the U.S. Securities and Exchange Commission (the SEC) set forth in Rule 100(b)(2)(ii) of Regulation FD of the SEC.
2. Each of the Stilwell Group and the Director represents and warrants to the Company that this Agreement has been duly and validly authorized (in the case of the entity members of the Stilwell Group), executed and delivered by them, and is a valid and binding agreement enforceable against them in accordance with its terms.
3. The Director hereby further confirms to the Company that no event has occurred with respect to the Director that would require disclosure in a document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, under Item 401(f) or Item 404(a) of SEC Regulation S-K.
4. The Stilwell Group acknowledges that with regard to its obligations to maintain the confidentiality of nonpublic information of the Company and its subsidiaries, monetary damages may not be a sufficient remedy for any breach or threatened breach of this Agreement and that, in addition to all other remedies, the Company may be entitled to seek specific performance and injunctive or other equitable relief as a remedy for such breach, and agrees that in conjunction therewith the Company shall not be required to post any bond.
5. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties in connection therewith not referred to herein, including the Confidentiality Agreement dated September 17, 2014 between the parties.
6. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Maryland, without regard to choice of law principles that may otherwise compel the application of the laws of any other jurisdiction. Each of the parties hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts sitting in the State of Maryland to resolve any dispute arising from this Agreement and waives any defense of inconvenient or improper forum.
7. The terms and provisions of this Agreement shall be deemed severable and, in the event any term or provision hereof or portion thereof is deemed or held to be invalid, illegal or unenforceable, such provision shall be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the parties, and, in any event, the remaining terms and provisions of this Agreement shall nevertheless continue and be deemed to be in full force and effect and binding upon the parties.
8. All representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.
9. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto.
10. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by duly authorized officers of the undersigned as this day of 2014.
STILWELL VALUE PARTNERS II, L.P. | ||
By: | Stilwell Value LLC | |
General Partner | ||
By: |
| |
Joseph Stilwell | ||
Managing Member | ||
STILWELL VALUE PARTNERS VII, L.P. | ||
By: | Stilwell Value LLC | |
General Partner | ||
By: |
| |
Joseph Stilwell Managing Member | ||
STILWELL ACTIVIST INVESTMENTS, L.P. | ||
By: | Stilwell Value LLC | |
General Partner | ||
By: |
| |
Joseph Stilwell | ||
Managing Member | ||
STILWELL PARTNERS, L.P. | ||
By: |
| |
Joseph Stilwell | ||
General Partner | ||
STILWELL VALUE LLC | ||
By: |
| |
Joseph Stilwell | ||
Managing Member | ||
STILWELL ACTIVIST FUND, L.P. | ||
By: | Stilwell Value LLC | |
General Partner | ||
By: |
| |
Joseph Stilwell | ||
Managing Member | ||
JOSEPH STILWELL | ||
By: |
| |
Joseph Stilwell |
FRATERNITY COMMUNITY BANCORP, INC. | ||
By: |
| |
Thomas K. Sterner | ||
Chairman of the Board and Chief Executive Officer | ||
CORISSA J. BRIGLIA | ||
By: |
| |
Corissa J. Briglia |
Exhibit 99.1
PRESS RELEASE
FOR RELEASE November 14, 2014 AT 5:00 p.m.
For More Information Contact
Thomas K. Sterner
(410) 539-1313
Fraternity Community Bancorp, Inc.
FRATERNITY COMMUNITY BANCORP, INC. REPORTS RESULTS FOR
THE QUARTER ENDED SEPTEMBER 30, 2014
Baltimore: Fraternity Community Bancorp, Inc. (OTCBB:FRTR), the holding company for Fraternity Federal Savings and Loan Association, today announced that it realized a net loss of $144,800 for the quarter ended September 30, 2014, as compared to a net loss of $91,100 for the same quarter in 2013. This represented loss per common share of $0.10 for the three months ended September 30, 2014 as compared to $0.07 per common share for the same period ended September 30, 2013. For the nine month period ended September 30, 2014, a net loss of $82,700 was reported, as compared to net income of $76,800 for the same period in 2013.
For the three months ended September 30, 2014, net interest income decreased by $70,600 or 6.3%, from $1,116,600 for the three months ended September 30, 2013 to $1,046,000 for the three months ended September 30, 2014. We had a provision for loan losses of $319,600 for the three months ended September 30, 2014, as compared to a provision for loan losses of $143,300 for the three months ended September 30, 2013. Non-interest income decreased by $5,500, or 11.4%, from $48,000 for the three months ended September 30, 2013 to $42,500 for the three months ended September 30, 2014. Non-interest expense decreased by $121,400, or 10.1%, from $1,207,400 for the three months ended September 30, 2013 to $1,086,000 for the three months ended September 30, 2014. Income tax benefit increased by $77,200, from $95,000 for the three months ended September 30, 2013 to $172,200 for the three months ended September 30, 2014.
For the nine months ended September 30, 2014, net interest income increased by $15,300 or 0.5%, from $3,275,500 for the nine months ended September 30, 2013 to $3,290,800 for the nine months ended September 30, 2014. We had a provision for loan losses of $225,100 for the nine months ended September 30, 2014, as compared to a provision for loan losses of $131,400 for the nine months ended September 30, 2013. Non-interest income decreased by $26,600, or 11.4%, from $233,100 for the nine months ended September 30, 2013 to $206,500 for the nine months ended September 30, 2014. Non-interest expense increased by $198,700, or 5.9%, from $3,351,600 for the nine months ended September 30, 2013 to $3,550,300 for the nine months ended September 30, 2014. Income tax benefit increased by $144,100, from $51,300 for the nine months ended September 30, 2013 to $195,400 for the nine months ended September 30, 2014.
At September 30, 2014, total assets decreased by $3.6 million to $162.8 million at September 30, 2014 from $166.4 million at December 31, 2013. The decrease in assets for the nine months ended September 30, 2014 was due mainly to a $1.9 million decrease in other real estate owned from $1.9 million at December 31, 2013 to $22,500 at September 30, 2014. Additionally, there was a decrease in cash and cash equivalents of $2.0 million, from $15.4 million at December 31, 2013, to $13.4 million as of September 30, 2014, and a decrease in available-for-sale investment securities of $1.8 million, from $16.4 million at December 31, 2013, to $14.6 million as of September 30, 2014. Offsetting this was an increase of $1.0 million in loans receivable, net, from $114.6 million at December 31, 2013 to $115.6 million at September 30, 2014.
Non-accrual loans totaled $2.1 million at September 30, 2014 compared to $1.1 million at December 31, 2013. Net loan recoveries amounted to $2,400 during the three months ended September 30, 2014, compared to net loan recoveries of $7,700 during the three months ended September 30, 2013. As of September 30, 2014, non-accrual loans included fourteen owner occupied one- to- four family residential loans totaling $191,900, twelve non-owner occupied one- to- four family residential loans totaling $1.8 million and two home equity lines of credit totaling $125,800. As of December 31, 2013, non-accrual loans included one troubled debt restructured loan totaling $386,400, eighteen one- to- four family residential loans totaling $404,000 and two home equity lines of credit totaling $289,900. The total increase of $1.0 million in non-accrual loans is primarily due to one loan relationship covering seven non-owner occupied one- to- four family residential loans.
Other real estate owned totaled $22,500 at September 30, 2014 compared to $1.9 million at December 31, 2013. The decrease in other real estate owned was due to the sale of a luxury residential property that had secured a speculative construction loan and the sale of an owner occupied property during 2014. Other real estate owned at September 30, 2014 consisted of one residential property. Other real estate owned at December 31, 2013 consisted of one luxury residential property that was a speculative construction loan (totaling $1.7 million), one owner occupied property and one non-owner occupied property.
The Companys consolidated equity, all of which is tangible, was $27.2 million at September 30, 2014 compared to $26.8 million at December 31, 2013. The increase was primarily due to a reduction of $421,400 in accumulated other comprehensive loss, which was attributable to a decrease in long term rates that affect our available for sale investment portfolio. As of December 31, 2013, we had an accumulated loss of $669,700, compared to $248,300 as of September 30, 2014. The Bank remains well capitalized with a Tier 1 Leverage ratio, Tier 1 Risk-Based Capital ratio and Total Risk-Based Capital ratio of 14.53%, 26.00% and 27.26%, respectively, as compared to 14.19%, 25.71% and 26.96%, respectively for the same measures as of December 31, 2013.
Fraternity Community Bancorp previously announced a stock repurchase program, and it has 69,630 shares remaining that may be repurchased under this program. Fraternity Community Bancorp presently intends to continue stock repurchases under this program. Repurchases will be conducted through open market purchases, which may include purchases under a trading plan adopted pursuant to Securities and Exchange Commission Rule 10b5-1, or through privately negotiated transactions. Repurchases will be made from time to time depending on market conditions and other factors. There is no guarantee as to the exact number of shares to be repurchased by Fraternity Community Bancorp.
Fraternity Community Bancorp, Inc. is the holding company for Fraternity Federal Savings and Loan Association, founded in 1913. The Bank is a community-oriented financial institution, dedicated to serving the financial service needs of customers and businesses within its market area, which consists of Baltimore City and Baltimore, Carroll and Howard Counties in Maryland.
FORWARD-LOOKING STATEMENTS
This press release contains statements that are forward-looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or the Securities and Exchange Commission in its rules, regulations and releases. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding important risk factors, including but not limited to real estate values, market conditions, market prices for the Companys common stock, the impact of interest rates on financing, local and national economic factors and the matters described in Item 1A. Risk Factors in the Companys Annual Report on Form 10-K for the year ended December 31, 2013. Accordingly, actual results may differ from those expressed in the forward-looking statements, and the making of such statements should not be regarded as a representation by the Company or any other person that results expressed herein will be achieved.
Fraternity Community Bancorp, Inc.
Consolidated Statements of Financial Condition
(unaudited)
September 30, 2014 | December 31, 2013 | |||||||
(in thousands) | (in thousands) | |||||||
ASSETS |
||||||||
Cash and due from banks |
$ | 873 | $ | 973 | ||||
Interest-bearing deposits in other banks |
12,563 | 14,378 | ||||||
Investment securities |
23,805 | 24,424 | ||||||
Loans, net |
115,541 | 114,578 | ||||||
Other real estate owned |
23 | 1,922 | ||||||
Other assets |
10,007 | 10,095 | ||||||
|
|
|
|
|||||
Total Assets |
$ | 162,812 | $ | 166,370 | ||||
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Deposits |
$ | 113,880 | $ | 118,101 | ||||
Advances from the Federal Home Loan Bank |
20,000 | 20,000 | ||||||
Advances by borrowers for taxes and insurance |
807 | 658 | ||||||
Other liabilities |
910 | 807 | ||||||
|
|
|
|
|||||
Total Liabilities |
135,597 | 139,566 | ||||||
Stockholders Equity |
27,215 | 26,804 | ||||||
|
|
|
|
|||||
Total Liabilities & Stockholders Equity |
$ | 162,812 | $ | 166,370 | ||||
|
|
|
|
Fraternity Community Bancorp, Inc.
Consolidated Statements of Operations
(Unaudited)
For the Three Months Ended September 30, 2014 |
For the Three Months Ended September 30, 2013 |
For the Nine Months Ended September 30, 2014 |
For the Nine Months Ended September 30, 2013 |
|||||||||||||
(in thousands) | (in thousands) | (in thousands) | (in thousands) | |||||||||||||
Interest Income |
||||||||||||||||
Loans |
$ | 1,303 | $ | 1,422 | $ | 4,046 | $ | 4,232 | ||||||||
Investment Securities |
170 | 169 | 534 | 517 | ||||||||||||
Other |
17 | 9 | 37 | 33 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Interest Income |
1,490 | 1,600 | 4,617 | 4,782 | ||||||||||||
Interest Expense |
||||||||||||||||
Deposits |
289 | 329 | 865 | 1,051 | ||||||||||||
Borrowings |
155 | 155 | 461 | 456 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Interest Expense |
444 | 484 | 1,326 | 1,507 | ||||||||||||
Net Interest Income |
1,046 | 1,116 | 3,291 | 3,275 | ||||||||||||
Provision for Loan Losses |
320 | 143 | 225 | 131 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Interest Income after Provision for Loan Losses |
726 | 973 | 3,066 | 3,144 | ||||||||||||
Noninterest Income |
43 | 48 | 206 | 233 | ||||||||||||
Noninterest Expense |
1,086 | 1,207 | 3,550 | 3,351 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net (Loss) Income Before Income Tax Benefit |
(317 | ) | (186 | ) | (278 | ) | 26 | |||||||||
Income Tax Benefit |
(172 | ) | (95 | ) | (195 | ) | (51 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net (Loss) Income |
$ | (145 | ) | $ | (91 | ) | $ | (83 | ) | $ | 77 | |||||
|
|
|
|
|
|
|
|
Exhibit 99.2
PRESS RELEASE
FOR RELEASE NOVEMBER 19, 2014 AT 12:00 P.M.
For More Information Contact
Thomas K. Sterner
(410) 539-1313
Fraternity Community Bancorp, Inc.
FRATERNITY COMMUNITY BANCORP, INC. ANNOUNCES APPOINTMENT OF
NEW DIRECTOR AND PLAN TO DEREGISTER COMMON STOCK
November 19, 2014 Fraternity Community Bancorp, Inc. (OTCBB: FRTR), the parent company of Fraternity Federal Savings and Loan Association (the Bank), announced today that it has entered into an agreement with Joseph Stilwell, and certain affiliates, and Corissa J. Briglia, pursuant to which Fraternity Community Bancorp, Inc. (the Company) and the Bank expanded their Boards of Directors by one member and appointed Ms. Briglia as a director of both entities. The appointment of Ms. Briglia increases the number of directors on the board of each entity to six. She has been appointed to the class of directors with terms expiring at the Companys 2016 annual meeting of stockholders.
Ms. Briglia is an analyst with The Stilwell Group, where she evaluates and monitors investments, primarily in community banks. She graduated from the University of Pennsylvania with degrees in Psychology and Economics. Ms. Briglia passed Levels I, II, and III of the CFA Exam.
Thomas K. Sterner, Chairman of the Board and Chief Executive Officer of the Company, stated: We welcome Ms. Briglia to the Board of Directors, and look forward to working with her to build shareholder value.
Regarding her appointment, Ms. Briglia said, I am pleased to be joining the Fraternity Community Bancorp board, and I welcome the opportunity to work with my fellow board members and management to achieve the Companys business goals and growth potential.
The Company also announced today that it plans to deregister its common stock and suspend its reporting obligations with the Securities and Exchange Commission (the SEC).
The Company is taking this action to reduce the legal, accounting and administrative costs associated with being an SEC reporting company. Mr. Sterner said The decision by the Board of Directors to deregister was made after careful consideration of the advantages and disadvantages of being a public reporting company and the high costs and demands on managements time arising from compliance with our ongoing SEC reporting requirements.
After the deregistration becomes effective, the Company will no longer be required to file reports and forms with the SEC, including Forms 10-K, Forms 10-Q and Forms 8-K. The Company and the Bank will continue to provide financial reports to the Federal Reserve Bank and the Office of the Comptroller of the Currency.
The Company anticipates that its common stock will continue to be quoted on the OTC Bulletin Board after deregistration with the SEC to the extent market makers continue to make a market in its shares. No guarantee, however, can be made that a trading market in the Companys common stock through any over-the-counter market will be maintained.
Fraternity Community Bancorp, Inc. is the holding company for Fraternity Federal Savings and Loan Association, founded in 1913. The Bank is a community-oriented financial institution, dedicated to serving the financial service needs of customers and businesses within its market area, which consists of Baltimore City and Baltimore, Carroll and Howard Counties in Maryland.
This press release contains statements that are forward-looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or the Securities and Exchange Commission in its rules, regulations and releases. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding important risk factors, including but not limited to real estate values, market conditions, the impact of interest rates on financing, local or national economic factors, legislative and regulatory changes that could adversely affect the business in which the Company and the Bank are engaged and the matters described in Item 1A. Risk Factors in the Companys Annual Report on Form 10-K for the year ended December 31, 2013. Accordingly, actual results may differ from those expressed in the forward-looking statements, and the making of such statements should not be regarded as a representation by the Company or any other person that results expressed herein will be achieved.