March 17, 1998
Board of Trustees
Standard Bank, PaSB
2640 Monroeville Boulevard
Monroeville, Pennsylvania 15146
Dear Board of Trustees:
The notice of intent to convert from mutual to stock form filed on behalf of Standard
Bank, PaSB. Murrysville, Pennsylvania ("Standard Bank") has been reviewed by the
Federal Deposit Insurance Corporation ("FDIC") pursuant to section 303.15 of the
FDIC Rules and Regulations. 12 C.F.R. section 303.15. Based on the information and
representations presented. we do not object to the proposal.
Enclosed is our Order and Basis for the merger application filed on behalf of Standard
Bank in connection with the conversion transaction.
Please furnish the FDIC's New York Regional Office with satisfactory evidence of the
bank's compliance with the conditions stated in the enclosed Order, and notify that office
in writing when the proposed transaction has been consummated. If an extension of the time
limitation included in the Order is required. a letter requesting a specific extension of
the limitation, including reasons therefor. should be submitted to the New York Regional
Office.
Sincerely,
Mark S. Schmidt
Associate Director
cc: Samuel J. Malizia. Esquire
Gregory A. Gehiman. Esquire
Malizia. Spidi. Sloane & Fisch. P.C.
1301 K Street, N.W.. Suite 700 East
Washington. D.C. 20005
FEDERAL DEPOSIT INSURANCE CORPORATION
Standard Bank, PaSB
Murrysville, Westmoreland, Pennsylvania
Application for Consent to Merge
ORDER AND BASIS FOR CORPORATION APPROVAL
Pursuant to Section 18(c) and other provisions of the Federal Deposit Insurance Act
("FDI Act"), an application has been filed on behalf of Standard Bank, PaSB,
Murrysville, Pennsylvania ("Mutual Institution"), currently a mutually-owned
Savings Association Insurance Fund ("SAIF") member, state-chartered institution
with total resources of $226,556,000 and total deposits of $191,922,000 as of December 31,
1997, for the FDIC's consent to merge with Standard Interim Savings Bank, Murrysville,
Pennsylvania, a proposed new interim state-chartered stock savings bank.
This transaction is the result of the Mutual Institution's Plan of Reorganization from
a State Mutual Savings Bank to a State Mutual Savings Bank Holding Company
("Plan"). Pursuant to the Plan, Mutual Institution will organize an interim
Pennsylvania-chartered stock savings bank as a wholly-owned subsidiary ("Interim
One"). Interim One will then organize an interim Pennsylvania stock savings bank,
Standard Interim Savings Bank. The Mutual Institution will then convert to stock form by
exchanging its charter for that of a Pennsylvania stock savings bank to become the stock
bank, and Interim One will exchange its charter to become Standard Mutual Holding Company,
the mutual holding company. Simultaneously with this step, Standard Interim Savings Bank
will merge with and into the stock bank with the stock bank as the surviving entity. All
of the initially issued stock of the stock bank will be transferred to the Standard Mutual
Holding Company, with the mutual holding company becoming the sole stockholder of the
stock bank. The resultant bank will operate with the title of Standard Bank, PaSB,
Murrysville, Pennsylvania. The mutual holding company will be capitalized with $500,000.
An application for the establishment of Standard Mutual Holding Company as a bank holding
company has been approved by the Federal Reserve Bank of Cleveland. Following consummation
of the merger, the resultant bank will operate the same banking business with the same
management at the same locations now being served by Mutual Institution. The proposed
transaction, per se, will not alter the competitive structure of banking in the market
served by Mutual Institution. The resultant bank's principal office will be at 3875 Old
William Penn Highway, Murrysville, Pennsylvania. Notice of the proposed transaction, in a
form approved by the FDIC, has been published pursuant to the FDI Act.
A review of available information, including the Community Reinvestment Act
("CRA") Statement of Mutual Institution discloses no inconsistencies with the
purposes of the CRA. The resultant institution is expected to continue to meet the credit
needs of its entire community, consistent with the safe and sound operation of the
institution.
In connection with the application, the FDIC has taken into consideration the financial
and managerial resources and future prospects of the proponent banks and the resultant
bank, and the convenience and needs of the community to be served. Having found favorably
on these statutory factors and having considered other relevant information, including all
reports on the competitive factors furnished by the Comptroller of the Currency, the Board of Governors of the
Federal Reserve System, the Office of Thrift Supervision, and the Attorney General of the
United States, it is the FDIC's judgement that the application should be and hereby is
approved, subject to the following conditions:
1. That the transaction may not be consummated unless the Plan of Reorganization
receives prior approval by an affirmative vote of at least a majority of the total votes
eligible to be cast by the Mutual Institution's depositors;
2. That, unless prior notice is provided to and non-objection is received from the
FDIC, no shares of the stock of Standard Bank, PaSB (the resultant stock bank), shall be
sold, transferred, or otherwise disposed of, to any persons (including any Employee Stock
Ownership Plan) other than Standard Mutual Holding Company, nor shall Standard Bank, PaSB
issue any equity securities or any securities that would accord the holder the right to
acquire equity securities or that would bestow upon the holder an interest in the retained
earnings of the issuer to any persons other than Standard Mutual Holding Company;
3. That Standard Mutual Holding Company shall provide written notification to the FDIC
prior to any conversion to stock form and provide the FDIC with copies of all documents
filed with state and federal banking and securities regulators in connection with any
proposed conversion of the mutual holding company to stock form;
4. That, should any shares of the stock of Standard Bank, PaSB be issued to persons
other than Standard Mutual Holding Company, any dividends waived by Standard Mutual
Holding Company must be retained by Standard Bank, PaSB and segregated, earmarked, or
otherwise identified on the books and records of the bank; such amounts must be taken into
account in any valuation of the bank and factored into the calculation used in
establishing a fair and reasonable basis for exchanging shares in any subsequent
conversion of Standard Mutual Holding Company to stock form; such amounts shall not be
available for payment to or the value thereof transferred to minority shareholders, by any
means including through dividend payments or at liquidation;
5. That any changes in proposed management, including the board of directors, or
proposed ownership will render this approval null and void unless such proposal is
approved by the Regional Director (Supervision) of the FDIC's New York Regional Office
prior to the consummation of the proposed transaction;
6. That the proposed transaction may not be consummated unless and until the resultant
bank has authority to conduct a banking business, and that its establishment and operation
as a stock savings bank have been fully approved by appropriate State of Pennsylvania
officials;
7. That the transaction shall not be consummated less than fifteen calendar days after
the date of this Order or later than six months after the date of this Order. unless such
period is extended for good cause by the FDIC; and
8. That until the proposed transaction is consummated, the FDIC shall have the right to
alter, suspend, or withdraw its approval should any interim development be deemed to
warrant such action.
Pursuant to delegated authority.
Dated at Washington, D.C., this 17th day of March. 1998.
Mark S. Schmidt
Associate Director
Division of Supervision
