EXHIBIT 23.2
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Consent of KPMG Peat Marwick LLP
The Board of Directors
JSB Financial, Inc.
We consent to incorporation by reference in the Registration Statement
(No. 333-xxxx) on Form S-8 of JSB Financial, Inc. of our report dated January
31, 1996, relating to the consolidated statements of financial condition of JSB
Financial, Inc. and subsidiary as of December 31, 1995 and 1994, and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 1995, which report is
incorporated by reference in the December 31, 1995 Annual Report on Form 10- K
of JSB Financial, Inc. Our report included an explanatory paragraph that
described the adoption of new accounting principles as discussed in the notes to
those consolidated financial statements.
/s/ KPMG PEAT MARWICK LLP
Jericho, New York
January 15, 1997
EXPLANATORY NOTE
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This registration statement includes or is deemed to include two forms of
prospectus: one to be sent or given to certain participants (the "Employee
Prospectus") in the JSB Financial, Inc. 1996 Stock Option Plan ("Plan") pursuant
to Part I of Form S-8 and Rule 428(b)(1) under the Securities Act of 1933, as
amended ("Securities Act"), and one to be used in connection with certain
reoffers and resales (the "Resale Prospectus") of shares of Common Stock, par
value $0.01 per share, of JSB Financial, Inc. by participants in the Plan as
contemplated by Instruction C to Form S-8 under the Securities Act. The form of
Employee Prospectus has been omitted from this registration statement as
permitted by Part I of Form S-8. The form of Resale Prospectus is included
herein immediately following this page.
CROSS-REFERENCE SHEET
(Showing location of Information Requested by Form S-8)
ITEMS REQUIRED BY PART I OF FORM S-3
S-3 ITEM PROSPECTUS HEADING
1. Forepart of Registration Statement and Front Cover Page of Prospectus; this
Outside Front Cover Page of Prospectus Cross-Reference Sheet
2. Inside Front and Outside Back Cover Pages Available Information; Incorporation
of Prospectus of Certain Documents by Reference;
Table of Contents
3. Summary Information, Risk Factors and Ratio Available Information; Risk Factors
of Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Determination of Offering Price
6. Dilution Not Applicable
7. Selling Security Holders Selling Security Holders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Registered Not Applicable
10. Interests of Named Experts and Counsel Legal Opinions; Experts
11. Material Changes Not Applicable
12. Incorporation of Certain Documents by Incorporation of Certain Documents
Reference by Reference
13. Disclosure of Commission Position on Indemnification of Directors and
Indemnification for Securities Act Liabilities Officers
PROSPECTUS
JSB FINANCIAL, INC.
800,000 SHARES OF COMMON STOCK
($0.01 PAR VALUE)
OFFERED OR TO BE OFFERED BY CERTAIN SELLING SHAREHOLDERS OF
JSB FINANCIAL, INC. FOLLOWING THEIR ACQUISITION UNDER THE
JSB FINANCIAL, INC. 1996 STOCK OPTION PLAN
Certain holders of JSB Financial, Inc. Common Stock ("JSBF
Common Stock") may offer, from time to time, up to 800,000 shares of JSBF Common
Stock which they acquired under the JSB Financial, Inc. 1996 Stock Option Plan
("Plan") pursuant to the exercise of options thereunder. The shares may be sold
directly by the holder to purchasers or may be given by the holder to donees,
such as members of the holder's family or charitable organizations, and then
sold by the donee to the purchasers. Sales may occur through the facilities of
the National Association of Securities Dealers Automated Quotation ("Nasdaq")
National Market System, on which the shares are quoted, or may occur privately.
This Prospectus relates to 800,000 authorized shares of JSBF Common
Stock reserved for issuance under the Plan. In addition, this Prospectus covers
an indeterminate number of additional shares of JSBF Common Stock that, by
reason of certain events specified in the Plan, may be acquired by the selling
shareholders under the Plan through options granted thereunder. Such shares are,
at the date hereof, either unissued shares or are held as treasury stock by JSB
Financial, Inc. ("Company"). It is suggested that this Prospectus be retained
for future reference. THIS PROSPECTUS CONTAINS A DISCUSSION OF MATERIAL RISKS IN
CONNECTION WITH THE PURCHASE OF SHARES OF THE COMPANY. SEE "RISK FACTORS" AT
PAGE 3.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS ANY SUCH
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR DEPOSITS
AND ARE NOT INSURED OR GUARANTEED BY THE SAVINGS ASSOCIATION INSURANCE FUND OR
THE BANK INSURANCE FUND OF THE FEDERAL DEPOSIT INSURANCE CORPORATION, OR BY ANY
OTHER GOVERNMENT AGENCY.
-----------------
The date of this prospectus is January 31, 1997.
AVAILABLE INFORMATION
JSB Financial, Inc. is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended ("Exchange Act")
and, in accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Information, as to
particular dates, concerning directors and officers, their remuneration, options
granted to them, the principal holders of JSBF Common Stock, and any material
interest of such persons in transactions with JSB Financial, Inc. is disclosed
in proxy statements distributed to shareholders of JSB Financial, Inc. and filed
with the Commission. Such reports, proxy statements, and other information can
be inspected and copied at the offices of the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street N.W., Washington, D.C. 20549; at Public Reference
Facilities in the Chicago Regional Office, 500 West Madison Street, Chicago,
Illinois 60661; and at the New York Regional Office in Five World Trade Center,
New York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street N.W., Washington,
D.C. 20549 at prescribed rates. JSBF Common Stock is traded in the
over-the-counter market and is quoted on the Nasdaq National Market System.
Reports, proxy material and other information concerning JSB Financial, Inc. may
also be inspected at the offices of the National Association of Securities
Dealers, 1735 K Street N.W., Washington D.C. 20006-1500.
JSB Financial, Inc. has filed with the Commission in
Washington D.C., a Registration Statement under the Securities Act of 1933, as
amended, with respect to the securities to which this prospectus relates. As
permitted by the rules and regulations of the Commission, this prospectus does
not contain all the information set forth in the Registration Statement,
including the exhibits thereto, which may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street N.W., Washington, D.C. 20549, upon
payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated by reference herein the JSB Financial,
Inc. Annual Report on 10-K for the year ended December 31, 1995, and the JSB
Financial, Inc. Quarterly Report on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996 filed by JSB Financial, Inc. pursuant
to Section 13 of the Exchange Act. The description of the class of securities
offered under the Plan is described in the Registration Statement on Form S-1,
and any amendments thereto, filed by JSB Financial, Inc. with the Commission.
Such description is incorporated by reference herein.
All documents filed by JSB Financial, Inc. pursuant to
Sections 13, 14, or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the securities made
hereby are incorporated herein by reference, and such documents shall be deemed
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is
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deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
JSB Financial, Inc. will provide without charge to each person
to whom this Prospectus is delivered, upon request of any such person, a copy of
any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents). Written requests shall be directed to Mr.
Thomas R. Lehmann, Vice President, Chief Financial Officer, JSB Financial, Inc.,
303 Merrick Road, Lynbrook, New York 11563-2574. Telephone requests may be
directed to (516) 887-7000.
The principal executive offices of JSB Financial, Inc. are
located at 303 Merrick Road, Lynbrook, New York 11563-2574. The telephone number
at such offices is (516) 887- 7000.
RISK FACTORS
The following considerations, in addition to those discussed
elsewhere in this Prospectus, should be considered by investors in deciding
whether to purchase the Common Stock offered hereby.
POTENTIAL IMPACT OF CHANGES IN INTEREST RATES.
The Company's profitability, like that of most financial
institutions, is dependent to a large extent upon its net interest income, which
is the difference between its interest income on earning assets -- such as
investment securities, CMOs, and loans -- and its interest expense on
interest-bearing deposits. The Company's net interest income, the primary
component of its net income, is subject to substantial risk due to changes in
interest rates, particularly if there is a substantial variation in the timing
between the repricing of its assets and the liabilities which fund them. The
Company will continue to be affected by general changes in levels of interest
rates and other economic factors beyond its control. At September 30, 1996, the
Company's total interest-bearing liabilities maturing or repricing within one
year exceeded its total earning assets maturing or repricing in the same time
period by $465.5 million, representing a one-year interest rate sensitivity gap
as a percentage of total assets of negative 30.65%. In computing the gap, the
Company includes accounts that are subject to immediate withdrawal in the
cumulative one year repricing gap. As a result of the Company's negative gap
position, the yield on earning assets of the Company will adjust to changes in
interest rates at a slower rate than the cost of the Company's interest-bearing
liabilities. As a consequence, any significant increase in interest rates may
have an adverse effect on the Company's results of operations. Conversely, any
significant decline in interest rates may have a positive impact on the
Company's results of operations as the cost of the Company's interest-bearing
liabilities will tend to reprice downward at a faster rate than the Company's
earning assets. Increases in the level of interest rates also may adversely
affect the value of the Company's debt securities and other earning assets and
the ability to realize gains on the sale of such assets. Generally, the value of
fixed rate instruments fluctuates inversely with changes in interest rates. As a
result, increases in interest rates could
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result in decreases in the carrying value of interest-earning assets which could
adversely affect the Company's results of operations if sold or, in the case of
interest-earning assets classified as available for sale, the Company's equity
if retained. Increases in interest rates also can affect the type (fixed-rate or
adjustable-rate) and amount of loans originated by the Company and the average
life of loans and securities, which can adversely impact the yields earned on
the Company's loan and securities portfolio.
LOCAL ECONOMY.
The Company is the holding company for Jamaica Savings Bank
FSB ("Bank"), a savings institution. The primary market area for the Bank is
concentrated in the neighborhoods surrounding its thirteen full service offices,
ten of which are located in the New York City Borough of Queens, one in the
Borough of Manhattan and one each in suburban Nassau and Suffolk counties in New
York. Management believes that its branch offices are primarily located in
communities that can generally be characterized as stable, residential
neighborhoods of predominantly one- to four-family residences and middle income
families. During the late 1980's to the early 1990's, the New York metropolitan
area experienced reduced employment as a result of the general decline in the
local economy and other factors. The area experienced a general decline in real
estate values and a decline in home sales and construction and, sharp decreases
in the value of commercial properties and land, as well as cooperatives and
condominiums. There are a number of encouraging signs in the local economy and
the Bank's real estate markets; however, it is unclear how these factors will
affect the Company's asset quality in the future.
These negative trends have stabilized somewhat in more recent
periods; however, there can be no assurances that conditions in the regional
economy, national economy, or real estate market in general will not
deteriorate. A weakness or deterioration in the economic conditions of the
Bank's primary lending area in the future could result in the Bank experiencing
increases in non-performing loans. Such increases would likely result in higher
provisions for possible loan losses, reduced levels of earning assets which
would lower the level of net interest income and possibly result in higher
levels of other real estate owned expense.
HIGHLY COMPETITIVE INDUSTRY AND GEOGRAPHIC AREA.
The New York City metropolitan and Long Island areas have a
high concentration of financial institutions, many of which are significantly
larger and have greater financial resources than the Bank, and all of which are
competitors of the Bank to varying degrees. The Bank's competition for loans and
deposits comes principally from savings and loan associations, savings banks,
commercial banks, mortgage banking companies, insurance companies and credit
unions. In addition, the Bank faces increasing competition for deposits from
non-bank institutions such as brokerage firms and insurance companies in such
areas as short-term money market funds, corporate and government securities
funds, mutual funds, annuities and insurance.
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LENDING RISK.
The Bank's loan portfolio consists primarily of conventional
first mortgage loans secured by multi-family residences, one- to four-family
residences, commercial real estate and to a lesser extent construction projects.
The Bank continues to emphasize lending on multi-family, underlying cooperative
and commercial real estate. Lending on these types of properties poses
significant additional risks to the lender as compared with one- to four-family
mortgage lending. These loans generally are made to single borrowers or realty
corporations controlled by an individual or group of individuals and involve
substantially higher loan balances than oneto four-family residential mortgage
loans. Moreover, the repayment of such loans is typically dependent on the
successful operation of the property, which in turn is dependent upon the
expertise and ability of the borrower to properly manage and maintain the
property. In addition, management recognizes that repayment of commercial and
multi-family loans is subject to adverse changes in the real estate market or
the economy, to a far greater extent than is repayment of one- to four-family
mortgage loans.
FINANCIAL INSTITUTION REGULATION AND POSSIBLE LEGISLATION.
The Bank is subject to extensive regulation, examination and
supervision by the OTS, as its primary federal regulator, and the FDIC, as the
deposit insurer. The Bank is a member of the Federal Home Loan Bank ("FHLB")
System and its deposit accounts are insured up to applicable limits by the Bank
Insurance Fund ("BIF") managed by the FDIC. The Bank must file reports with the
OTS and the FDIC concerning its activities and financial condition in addition
to obtaining regulatory approvals prior to entering into certain transactions
such as mergers with, or acquisitions of, other savings institutions. The OTS
and the FDIC conduct periodic examinations to test the Bank's compliance with
various regulatory requirements. This regulation and supervision establishes a
comprehensive framework of activities in which an institution can engage and is
intended primarily for the protection of the insurance fund and depositors. The
regulatory structure also gives the regulatory authorities extensive discretion
in connection with their supervisory and enforcement activities and examination
policies, including policies with respect to the classification of assets and
the establishment of adequate loan loss reserves for regulatory purposes. Any
change in such regulatory requirements and policies, whether by the OTS, the
FDIC or the Congress could have a material adverse impact on the Company, the
Bank and their operations. Certain of the regulatory requirements applicable to
the Bank and to the Company are referred to below or elsewhere herein. The
description of statutory provisions and regulations applicable to savings
institutions and their holding companies set forth in this Prospectus does not
purport to be a complete description of such statutes and regulations and their
effects on the Bank and the Company.
Congress currently has under consideration various proposals
to consolidate the regulatory functions of the four federal banking agencies:
the OTS, the FDIC, the Office of the Comptroller of the Currency and the Board
of Governors of the Federal Reserve System. The outcome of efforts to effect
regulatory consolidation is uncertain. Therefore, the Bank is unable to
determine the extent to which legislation, if enacted, would affect its
business.
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CERTAIN ANTI-TAKEOVER PROVISIONS.
PROVISIONS IN THE COMPANY'S AND THE BANK'S GOVERNING
INSTRUMENTS. Certain provisions of the Company's Certificate of Incorporation
and Bylaws, particularly a provision limiting voting rights, and the Bank's
Organization Certificate and Bylaws, as well as certain federal and state
regulations, assist the Company in maintaining its status as an independent
publicly owned corporation. These provisions provide for, among other things,
supermajority voting, staggered boards of directors, noncumulative voting for
directors, limits on the calling of special meetings of stockholders, limits on
the ability to vote Common Stock beneficially owned in excess of 10% of
outstanding shares, and certain uniform price provisions for certain business
combinations. The voting limitation is applicable to persons, together with
affiliates of and persons acting in concert with such persons, who hold
revocable proxies if the shares of Common Stock represented by the revocable
proxies are deemed beneficially owned by such persons and exceed the limit.
These provisions in the Bank's and the Company's governing instruments may
discourage potential proxy contests and other potential takeover attempts,
particularly those which have not been negotiated with the Board of Directors,
and thus, generally may serve to perpetuate current management.
In general, Section 203 of the Delaware General Corporation
Law ("DGCL") prevents an "interested stockholder" (defined generally as a person
with 15% or more of a corporation's outstanding voting stock) from engaging in a
"business combination" (as defined in the DGCL) with a Delaware corporation for
three years following the date such person became an interested stockholder.
The provision is not applicable when (i) prior to the date the
stockholder became an interested stockholder, the board of directors of the
corporation approved either the business combination or the transaction that
resulted in the stockholder becoming an interested stockholder, (ii) upon
consummation of the transaction that resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
outstanding voting stock of the corporation, not including shares owned by
directors who are also officers and by certain employee stock plans or (iii) on
or subsequent to the date the stockholder becomes an interested stockholder, the
business combination is approved by the board of directors of the corporation
and authorized at a meeting of stockholders, and not by written consent, by the
affirmative vote of the holders of at least two-thirds of the outstanding voting
stock entitled to vote thereon, excluding shares owned by the interested
stockholder.
The DGCL's restrictions generally do not apply to business
combinations with an interested stockholder that are proposed subsequent to the
public announcement of, and prior to the consummation or abandonment of, certain
mergers, sales of a majority of the corporation's assets or tender offers for
50% or more of the corporation's voting stock. The DGCL allows corporations to
elect not to be subject to the provisions of the DGCL. The Company has not so
elected.
In addition to the provisions in the Company's and the Bank's
organizational documents, certain provisions of the DGCL and the federal banking
laws may be imposed upon acquirors
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of the Company's Common Stock, including restrictions that would require
regulatory approval prior to any such acquisition.
PROVISIONS OF REMUNERATION PLANS AND AGREEMENTS. Employment
agreements with certain management officials and certain provisions of the
Company's stock option plans provide for benefits and cash payments in the event
of a change in control of the Company or the Bank. The Company's stock option
plans also provide for accelerated vesting in the event of a change in control.
These provisions may have the effect of increasing the cost of acquiring the
Company, thereby discouraging future attempts to take over the Company or the
Bank.
STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS. As of
September 30, 1996, directors and executive officers of the Bank and the Company
held or controlled the voting of approximately 8.4% of the shares of Common
Stock outstanding either through direct ownership or through participation in
employee benefit plans maintained by the Company or the Bank that hold Company
stock. Management's potential voting control could, together with additional
stockholder support, defeat stockholder proposals requiring an 80% supermajority
vote. As a result, these provisions may preclude takeover attempts that certain
stockholders may deem to be in their best interest and may tend to perpetuate
existing management.
USE OF PROCEEDS
The shares will be offered by certain employees or former
employees of JSB Financial, Inc. and Jamaica Savings Bank FSB who are present or
former participants in the Plan, or their beneficiaries, for their personal
accounts, and the proceeds from such sale will be used by them for their
personal benefit. JSB Financial, Inc. will not receive any portion of the
payment for the shares.
DETERMINATION OF OFFERING PRICE
The purchase price of the shares offered hereby will be the
market price (plus customary or negotiated brokerage commissions) prevailing at
the time of the sale in the case of transactions on the Nasdaq National Market
System and negotiated prices related to market prices in private negotiated
transactions not on any securities exchange.
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SELLING SECURITY HOLDERS
The persons selling shares of JSBF Common Stock offered hereby
will be participants or former participants in the JSB Financial, Inc. 1996
Stock Option Plan. Participants in the Plan include the following persons, who
are affiliates of the Company, as that term has been defined by the Commission:
===============================================================================================================
SELLING POSITION AT COMPANY NUMBER OF NUMBER OF NUMBER OF PERCENTAGE OF
SHAREHOLDER OR AFFILIATES WITHIN SHARES SHARES SHARES TO BE CLASS TO BE
THE PAST THREE YEARS BENEFICIALLY COVERED BY HELD AFTER OWNED AFTER
OWNED(1)(2) THIS OFFERING(3) OFFERING(4)
PROSPECTUS(2)
===============================================================================================================
Park T. Adikes Chairman of the Board 400,004 20,000 380,004 3.9
and Chief Executive
Officer
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Edward P. Henson President and Director 114,410 16,000 98,410 1.0
- -----------------------------------------------------------------------------------------------------------
John F. Bennett Senior Vice President 75,111 10,000 65,111 *
- -----------------------------------------------------------------------------------------------------------
Ronald C. Spielberger Senior Vice President 67,607 10,000 57,607 *
- -----------------------------------------------------------------------------------------------------------
Thomas R. Lehmann Vice President 34,106 10,000 24,106 *
- -----------------------------------------------------------------------------------------------------------
Joseph J. Blaine Director 110,745 40,000 70,745 *
- -----------------------------------------------------------------------------------------------------------
Joseph C. Cantwell Director 45,200 45,000 200 *
- -----------------------------------------------------------------------------------------------------------
Howard J. Dirkes, Jr. Director 85,501 40,000 45,501 *
- -----------------------------------------------------------------------------------------------------------
James E. Gibbons, Jr. Director 95,001 40,000 55,001 *
- -----------------------------------------------------------------------------------------------------------
Alfred F. Kelly Director 73,076 40,000 33,076 *
- -----------------------------------------------------------------------------------------------------------
Richard W. Meyer Director 76,701 40,000 36,701 *
- -----------------------------------------------------------------------------------------------------------
Arnold B. Pritcher Director 113,401 40,000 73,401 *
- -----------------------------------------------------------------------------------------------------------
Paul R. Screvane Director 75,841 40,000 35,841 *
===============================================================================================================
(1) Beneficial ownership in this table includes (a) the number of shares
of Company Common Stock which such person has the right to acquire by the
exercise of stock options, whether or not the stock options are vested as of
September 30, 1996, (b) the number of shares held in such person's name in trust
or otherwise under all of the Company's employee benefit plans and (c) the
number of shares as to which such person shares voting and investment power. The
figures reported in this column are as reported by shareholder on a Form 4 or
Form 3 filed with the Commission.
(2) Represents options granted as of 11/30/96, which is the most recent
date as of which such information is available.
(3) Assumes that all shares presently owned and hereafter acquired under
the Plan are sold.
(4) Percentage with respect to each person has been calculated on the
basis of 9,764,381 shares of Company Common Stock outstanding as of September
30, 1996 as reported to the Commission on Form 10Q.
(*) denotes less than 1% of outstanding Common Stock.
PLAN OF DISTRIBUTION
The shares may be offered for sale on the Nasdaq National
Market System where they are quoted. They may be offered from time to time in
private transactions. The Company does not expect to bear the expense of such
sales.
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LEGAL OPINIONS
The legal status of the shares of JSBF Common Stock offered
hereby will be passed upon for JSB Financial, Inc. by Thacher Proffitt & Wood,
New York, New York.
EXPERTS
The consolidated financial statements of JSB Financial, Inc.
and its subsidiaries, incorporated by reference in this Prospectus, have been
audited by KPMG Peat Marwick LLP, independent auditors, for the periods
indicated in their report thereon, which is included in the Annual Report on
Form 10-K for the year ended December 31, 1995. The consolidated financial
statements audited by KPMG Peat Marwick LLP, have been incorporated herein by
reference in reliance on their report given on their authority as independent
auditors.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's authority to indemnify its officers and
directors is governed by the provisions of Section 145, as amended, of the
Delaware General Corporation Law ("GCL") and by the Certificate of Incorporation
of the Registrant.
Article Tenth of the Certificate of Incorporation of the
Registrant provides that any person who is made a party or is threatened to be
made a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact that he
or she is or was a director or officer of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan, will be
indemnified and held harmless by the Registrant to the fullest extent authorized
by the GCL. Such indemnification shall apply whether the basis of such
proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee or agent. Such indemnification shall be against all expenses, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered in
connection with the proceeding. This right to indemnification includes, to the
extent permitted by the GCL, the right to be paid by the Registrant the expenses
incurred in defending any such proceeding in advance of its final disposition.
If a claim for indemnification is not paid in full by the
Registrant within sixty days after a written claim has been received by the
Registrant, the indemnitee may at any time thereafter bring suit against the
Registrant to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit (or in a suit brought by the Registrant to recover an
advancement of expenses), the indemnitee shall be entitled to be paid also the
expenses of prosecuting (or defending) such suit. In any such suit, it shall be
a defense to the Registrant that the indemnitee has not met any applicable
standard for indemnification set forth in the GCL.
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The burden of proof in any such suit shall be on the Registrant to prove that
the indemnitee is not entitled to be indemnified.
The right of indemnification conferred in Article Tenth of the
Certificate of Incorporation shall not be exclusive of any right which any
person may have or hereafter acquire under any statute, the Registrant's Bylaws,
agreement, vote of stockholders, disinterested directors, or otherwise. The
Registrant maintains directors' and officers' liability insurance coverage for
all directors and officers of JSBF and its subsidiaries through Continental
Casualty Co. for a one year policy term ending September 18, 1997.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling JSBF pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.
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No person has been authorized to give any
information or to make any representation not
contained in this Prospectus in connection with
the offer made by this Prospectus, and, if given
or made, such information or representation
must not be relied upon as having been
authorized by JSB Financial, Inc. Neither the
delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create
an implication that there has been no change in
the affairs of JSB Financial, Inc. since the date
hereof or that the information contained in this
Prospectus is correct as of any date subsequent
to the date of this Prospectus. This Prospectus
does not constitute an offer or a solicitation of
an offer to buy any of the securities offered
hereby in any jurisdiction to any person to
whom it is unlawful to make such offer in such
jurisdiction.
TABLE OF CONTENTS
AVAILABLE INFORMATION......................................2
INCORPORATION OF
CERTAIN DOCUMENTS
BY REFERENCE...............................................2
RISK FACTORS...............................................3
USE OF PROCEEDS............................................7
DETERMINATION OF
OFFERING PRICE.............................................7
SELLING SECURITY HOLDERS...................................8
PLAN OF DISTRIBUTION.......................................8
LEGAL OPINIONS.............................................9
EXPERTS....................................................9
INDEMNIFICATION OF
DIRECTORS AND OFFICERS.....................................9
JSB Financial, Inc.
800,000 SHARES
COMMON STOCK
($0.01 PAR VALUE)
Offered or to be Offered by Certain Selling
Shareholders
of JSB Financial, Inc. Following Their
Acquisition
under the JSB Financial, Inc. 1996 Stock
Option Plan
PROSPECTUS
DATED: January 31, 1997
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