The board of directors of Ocean Shore Holding Company, the holding company for Ocean City Home Bank, has unanimously adopted a plan of conversion and reorganization pursuant to which Ocean City Home Bank will reorganize from the two-tier mutual holding company structure to the stock holding company structure and will undertake a second-step stock offering of new shares of common stock.
Ocean City Home Bank converted from a mutual savings bank to the two-tier mutual holding company structure in 1998 and offered and sold a minority of the shares of the mid-tier stock holding company in 2004.
OC Financial MHC (MHC), which owns approximately 57.1% of the outstanding common stock of Ocean Shore, will be merged with and into Ocean City Home Bank as part of the reorganization and its shares in the company will be retired.
Shareholders of the company, other than the MHC, will receive shares of common stock of a new New Jersey corporation pursuant to an exchange ratio designed to preserve their aggregate percentage ownership interest. The exchange ratio will be determined based upon an appraisal of the company, which is to be performed by an independent appraiser.
The new holding company will offer and sell shares of common stock in an amount representing the percentage ownership interest currently held by the MHC, also to be based on an appraisal of the company.
The new holding company will offer shares of its common stock for sale to Ocean City Home Bank’s eligible account holders and tax-qualified employee benefit plans and to members of the general public in a subscription and community offering in the manner and subject to the priorities set forth in the plan. The highest priority will be depositors with qualifying deposits as of June 30, 2007.
The conversion and reorganization will be subject to approval of Ocean City Home Bank’s depositors, the company’s shareholders and regulatory agencies.