Alamogordo Financial Corp., the parent company for Bank 34 (the “Bank”), announced today that its Board of Directors, together with the Boards of Directors of AF Mutual Holding Company and the Bank, have unanimously adopted a Plan of Conversion and Reorganization (the “Plan of Conversion”).
Pursuant to the Plan of Conversion, the MHC will sell its majority ownership in the Company in a “second-step” stock offering. Simultaneously, the Company, which is currently in the mutual holding company structure, will reorganize to a fully public stock holding company.
As part of the conversion and reorganization, the Bank will become a wholly-owned subsidiary of a new holding company, to be named Bancorp 34, Inc. Shares of common stock of the Company held by persons other than the MHC (whose shares will be cancelled) will be converted into shares of common stock of the new holding company pursuant to an exchange ratio generally intended to preserve the percentage ownership interests of such persons. In the stock offering, depositors of the Bank with qualifying deposits as of December 31, 2014 will have first priority to purchase shares of common stock.
The transactions contemplated by the Plan of Conversion are subject to approval by the Company’s stockholders (including approval by a majority of the shares held by persons other than the MHC), the voting members of the MHC (depositors and certain borrowers of the Bank), the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency.
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 the Company will be sent to stockholders of the Company and members of the MHC (depositors and certain borrowers of the Bank) following regulatory approval.
Alamogordo Financial Corp., Inc., is a thrift holding company headquartered in Alamogordo, New Mexico. The Bank has four full-service community bank branches, one each in Otero and Dona Ana Counties in the cities of Alamogordo and Las Cruces in southern New Mexico and two in Maricopa County, Arizona in the cities of Scottsdale and Peoria. The Bank also operates mortgage banking loan production offices in the States of Arizona, New Mexico, Oregon, Texas and Washington.
