December 7, 2009 (FinancialWire) — Eagle Bancorp (Eagle) (OTCBB: EBMT), the holding company for American Federal Savings Bank, announced that the boards of directors of Eagle Financial, MHC, Eagle and the Bank have unanimously adopted a Plan of Conversion and Reorganization pursuant to which the Bank will reorganize from a two-tier mutual holding company to a stock holding company structure and will undertake a “second-step” stock offering of new shares of common stock.

As part of the reorganization, the Mutual Holding company, which owns approximately 60.4% of the outstanding common stock of Eagle, will be merged with and into the Bank and its shares in Eagle will be retired. Shareholders of Eagle, other than the Mutual Holding company, will receive shares in the new corporation that will become the new holding company for the Bank in an exchange offer pursuant to an exchange ratio designed to preserve their aggregate percentage ownership interest in Eagle. This exchange ratio will be determined based upon an appraisal of the new holding company, which will be performed by an independent appraiser at a later date. The headquarters of Eagle and the Bank will remain in Helena, Montana.

The new holding company will offer its shares of common stock in an amount representing the approximate percentage ownership currently held by the Mutual Holding company, also to be based on the appraisal of the new holding company. The shares will be offered and sold to the Bank’s eligible depositors as of November 30, 2008, to the Bank’s tax-qualified employee benefit plans and to members of the general public (with preference to natural persons living in the Bank’s community as set forth in the Plan of Conversion) in a subscription and community offering, a syndicated community offering and/or a firm commitment offering, if necessary, in the manner, and subject to the priorities, set forth in the Plan of Conversion.

The transactions contemplated by the Plan of Conversion are subject to approval by Eagle’s shareholders (other than the Mutual Holding company), the members of the Mutual Holding Company (depositors of the Bank) and the Office of Thrift Supervision.

Special meetings of Eagle’s shareholders and the members of the Mutual Holding company will be held to approve the Plan of Conversion; it is likely that those meetings will be held near the end of the first quarter of 2010. A prospectus or proxy statement-prospectus, as applicable, and other proxy materials containing detailed information relating to the Plan of Conversion, details of the offering, and business and financial information about Eagle will be sent to shareholders of Eagle and the Mutual Holding company members prior to the special meetings.

The Bank’s normal business operations will continue without interruption during the conversion and offering process. The transaction will not affect the existing terms and conditions of deposit accounts and loans with the Bank. Deposit accounts will continue to be insured by the Federal Deposit Insurance Corp. to the fullest extent permitted by law.

FinancialWire(tm) is a fully independent, proprietary news wire service. FinancialWire(tm) is not a press release service, and receives no compensation for its news, opinions or distributions. Further disclosure is at the FinancialWire(tm) web site (http://www.financialwire.net/disclosures.php). Contact FinancialWire(tm) directly via inquiries@financialwire.net.

Free annual reports, filings and conference call webcasts for companies mentioned in the news are available via Investrend Syndications (http://investrend.ar.wilink.com/?level=279). The most recently issued reports and/or recorded webcasts include Cascade Corp. (NYSE: CASC), Anadarko Petroleum Corp. (NYSE: APC), Baytex Energy Trust (NYSE: BTE) (TSX: BTE), H & Q Healthcare Investors (NYSE: HQH), H & Q Life Science Investors (NYSE: HQL), PIMCO (NYSE: PYN) (NYSE: PMX) (NYSE: PZC), PIMCO Global StocksPLUS & Income Fund (NYSE: PGP), Taiwan Greater China Fund (NYSE: TFC) and Wolseley PLC (OTC: WOSCF) (London Stock Exchange: WOS).

Legal Disclaimer:

EIN Presswire provides this news content "as is" without warranty of any kind. We do not accept any responsibility or liability for the accuracy, content, images, videos, licenses, completeness, legality, or reliability of the information contained in this article. If you have any complaints or copyright issues related to this article, kindly contact the author above.