First Federal to convert to 'stock savings bank'

By Peninsula Daily News staff

PORT ANGELES-BASED First Federal has applied to regulators to convert itself from a mutual savings bank to a "stock savings bank," which would sell stock to the public.

First Federal issued this statement today:

"The Board of Directors of First Federal Savings and Loan Association of Port Angeles, today announced plans for converting First Federal from a Washington-chartered mutual savings bank to a Washington-chartered stock savings bank and reorganizing simultaneously as a wholly-owned subsidiary of a newly formed holding company.

"This conversion from mutual to stock form will enable us to continue to expand our lending and
investment activities and to diversify our operations," Mr. Richard G. Kott, Chairman of the Board,
stated.

"According to Mr. Levon L. Mathews, President and Chief Executive Officer:

"Shares of common stock in the holding company will be offered to current and certain former depositors of First Federal in a
subscription offering and, if any shares remain, to the general public in a direct community offering and/or syndicated community offering."

"In furtherance of the contributions we make to the communities we serve, the conversion includes
the establishment of a charitable foundation. The foundation will be dedicated to promoting and
supporting charitable purposes including community development, not for profit community groups and
other local civic-minded projects.

"The conversion to a stock company must first be approved by our regulators," Mr. Mathews stated, "namely the Washington Department of Financial Institutions, Division of Banks ("Division"), and the Federal Deposit Insurance Corporation ("FDIC").

"Following this approval, our members as provided in our Bylaws will vote on the conversion at a Special Meeting as required by FDIC regulations. We will also mail a prospectus to eligible subscribers and an order form for purchasing stock.

"The form will indicate the maximum number of shares that a member can purchase under the Plan of Conversion and will state a deadline for returning the order form."

"The price per share and the number of shares to be offered will be determined first at the time the
subscription offering begins (following a review of the pricing materials by the regulators) and will be
updated prior to completion of the offering.

"The total size of the offering will be determined by an independent appraisal.

"Following the conversion, our customers will continue to enjoy the same broad range of deposit
and loan services at the same office locations by the same staff," Mr. Mathews continued.

"The conversion will not affect the interest rates we pay or charge, the balance requirements or the maturities of
either deposit or loan terms.

"Each account will continue to be fully insured by the full faith and credit of the United States Government up to $250,000 for our customers' security."

"First Federal anticipates filing its conversion application with the Division and the FDIC during
the next several months. Depositors and borrowers of First Federal and the general public will be given
the opportunity to review the proxy and offering materials, which will include financial and other facts on
First Federal, before deciding whether to purchase any conversion stock.

"First Federal was initially chartered in 1923 and at March 31, 2012, had assets of approximately
$775.5 million."

Last modified: May 25. 2012 1:58PM
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