The Savings Institute Adopts Plan of Reorganization and Minority Stock Issuance.
Business Editors
WILLIMANTIC, Conn.--(BUSINESS WIRE)--Dec. 10, 2003
The Savings Institute announced today that its Board of Directors and the Board of Directors of SI Bancorp, Inc. have unanimously adopted a Plan of Reorganization and Minority Stock Issuance (the "Plan") under which a newly chartered subsidiary or "mid-tier" holding company of SI Bancorp will issue a minority interest in shares of its common stock. The Savings Institute also intends to establish a charitable foundation in connection with the reorganization and minority stock offering.
The newly chartered mid-tier holding company, to be named "Windham Financial Group, Inc.", will offer shares of its common stock for sale to the Savings Institute's eligible account holders, to the Savings Institute's tax-qualified employee benefit plans, to directors, officers and employees of the Savings Institute and SI Bancorp, Inc., and to members of the general public in accordance with the priorities set forth in the Plan. The highest priority will be depositors with qualifying deposits as of November 30, 2002. The amount of common stock to be sold in the offering is not expected to exceed 40% of the value of the Savings Institute and SI Bancorp on a fully-converted basis, as determined by an independent appraiser and approved by regulators.
Since 2000, the Savings Institute has operated as the wholly-owned subsidiary of SI Bancorp, a Connecticut-chartered mutual holding company and a bank holding company registered with and regulated by the Federal Reserve Board ("FRB"). The Savings Institute is a Connecticut-chartered stock savings bank regulated by the Connecticut Department of Banking and the Federal Deposit Insurance Corporation ("FDIC").
Following the reorganization and minority stock offering, the Savings Institute will become a wholly-owned subsidiary of Windham Financial Group. SI Bancorp will own a majority, controlling interest in Windham Financial Group, which will also become a bank holding company registered with and regulated by the FRB. The chartering authorities and regulators of both SI Bancorp and the Savings Institute will remain unchanged.
Commenting on the adoption of the Plan, Savings Institute President and Chief Executive Officer, Rheo A. Brouillard stated, "This is an important step in implementing our strategic plan for growth because the capital raised in the stock offering will provide a financial platform for growth and expansion of our community banking franchise. We believe this transaction, which includes the formation of a charitable foundation that will be dedicated to charitable activities in the communities we serve, will benefit our customers and the community alike."
