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EXHIBIT 99.3
ATLANTIC LIBERTY SAVINGS, F.A.
186 Montague Street
Brooklyn, New York 11201
(718) 855-3555
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NOTICE OF SPECIAL MEETING OF MEMBERS
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Notice is hereby given that a Special Meeting of Members (the "Special
Meeting") of Atlantic Liberty Savings, F.A. (the "Association"), will be held
at the main office of the Association, located at 186 Montague Street,
Brooklyn, New York, on _______, ____________, 1998 at _:__ _.m., local time.
The purpose of this Special Meeting is to consider and vote upon:
A Plan of Reorganization from Mutual Savings Association to
Mutual Holding Company and Stock Issuance Plan (the "Plan")
pursuant to which the Association will be reorganized into
the mutual holding company structure. As part of the Plan,
the Association will: (i) convert to a federally-chartered
stock savings association (the "Stock Association"); (ii)
establish Brooklyn Heights Bancorp, a federal corporation
(the "Company"), which will own 100% of the common stock
of the Stock Association; and (iii) establish Atlantic
Liberty, MHC, a federally-chartered mutual holding company
(the "Mutual Holding Company") which will own at least a
majority of the common stock of the Company.
Contemporaneously with the Reorganization, the Company
will offer for sale to the public 46% of its common stock
and issue 54% of its total outstanding shares of common
stock to the Mutual Holding Company; and
such other business as may properly come before this Special Meeting or any
adjournment thereof. Management is not aware of any such other business.
The members who shall be entitled to notice of and to vote at the
Special Meeting and any adjournment thereof are depositors and borrowers at the
close of business on ________, 1998. In the event there are insufficient votes
for approval of the Plan at the time of the Special Meeting, the Special
Meeting may be adjourned from time to time in order to permit further
solicitation of proxies.
BY ORDER OF THE BOARD OF DIRECTORS
Stephen Irving
President and Chief Executive Officer
Brooklyn, New York
_________, 1998
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YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR APPROVAL OF THE PLAN BY COMPLETING THE
ENCLOSED PROXY CARD AND RETURNING IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE.
YOUR VOTE IS VERY IMPORTANT
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SUMMARY OF PROPOSED REORGANIZATION
This summary does not purport to be complete and is qualified in its
entirety by the more detailed information contained in the remainder of this
Proxy Statement and the accompanying Prospectus.
Under its present mutual form of organization, the Association has no
stockholders. Its deposit account holders and certain of its borrowers are
members of the Association and have voting rights in that capacity. In the
unlikely event of liquidation, the Association's deposit account holders would
have the sole right to receive any assets of the Association remaining after
payment of its liabilities (including the claims of all deposit account holders
to the withdrawal value of their deposits). Under the Plan to be voted on at
the Special Meeting, the Association would reorganize (the "Reorganization")
into the mutual holding company structure whereby the Association would be
converted into a federally chartered savings association organized in stock
form and all of the Association's common stock would be issued concurrently to
the Company, which would be a majority-owned subsidiary of the Mutual Holding
Company. The Company will offer and sell 46% of its common stock (the "Common
Stock") in a subscription offering (1) to depositors of the Association with
aggregate account balances of $50 or more as of June 30, 1996 ("Eligible
Account Holders"), (2) tax-qualified employee stock benefit plans of the
Association ("Tax-Qualified Employee Plans"), (3) depositors of the Association
with aggregate account balance of $50 or more as of December 31, 1997
("Supplemental Eligible Account Holders"), (4) depositors of the Association as
of January __, 1998, who are not Eligible Account Holders or Supplemental
Eligible Account Holders, and borrowers as of __________, 1998 ("Other
Members"), and (5) employees, officers and directors of the Association
pursuant to priorities established by the Board of Directors (the "Subscription
Offering"). It is anticipated that Tax-Qualified Employee Plans will purchase
8% of the Common Stock sold in the Offering.
Concurrent with, during or following completion of the Subscription
Offering, to the extent the Common Stock is not all sold to the persons in the
foregoing categories, the Company may offer Common Stock to members of the
general public to whom a prospectus (the "Prospectus") has been delivered
("Other Subscribers"), with first preference to natural persons residing in the
borough of Brooklyn (the "Community Offering"). The Subscription Offering and
the Community Offering are referred to collectively as the "Offering." All
depositors who have membership and liquidation rights with respect to the
Association immediately prior to the completion of the Reorganization will
continue to have such rights solely with respect to the Mutual Holding Company
as long as they maintain deposit accounts in the Stock Association after the
completion of the Reorganization. All borrower members of the Association will
continue to have membership rights in the Mutual Holding Company so long as
their existing borrowings remain outstanding.
THE REORGANIZATION WILL NOT AFFECT THE BALANCE, INTEREST RATE OR
FEDERAL INSURANCE PROTECTION OF ANY SAVINGS DEPOSIT, AND NO PERSON WILL BE
OBLIGATED TO PURCHASE ANY STOCK IN THE OFFERING.
Business Purposes The primary purpose of the Reorganization and Offering
for Reorganization is to raise additional equity capital for the
and Offering Association. The increased capital will be used in
part to expand the Association's lending activities.
The Reorganization also is intended to create a holding
company and a stock charter, which is the corporate
form used by all commercial banks and an increasing
number of savings institutions. The holding company
structure will expand the investment and operating
authority currently available to the Association. The
Offering also will provide you with the opportunity to
become a stockholder of the Company.
Subscription and As part of the Offering, Common Stock is being
Community Offering offered for sale in a Subscription Offering, in the
following priorities summarized below, to the
Association's (1) Eligible Account Holders, (2)
Tax-Qualified Employee Plans, (3) Supplemental Eligible
Account Holders (4) Other Members, and (5) employees,
officers and directors of the Association pursuant to
priorities established by the Board of Directors. In
addition, in the Community Offering, Other Subscribers
may purchase Common Stock to the extent shares are
available after satisfaction of subscriptions in the
Subscription Offering, with a preference first to
natural persons residing in the counties in which the
Association maintains its offices.
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Subscription Rights Each Eligible Account Holder shall be given
of Eligible Account non-transferable rights to subscribe for up to $50,000
Holders of Common Stock; provided, however, that no Eligible
Account Holder may purchase alone or with his or her
Associates (as defined in the Plan and including
relatives living in the same household) and persons
acting in concert, more than $50,000 of Common Stock.
The Association may, in its sole discretion and without
further notice to, or solicitation of subscribers or
other prospective purchasers, increase the maximum
purchase limitation to 5% of the maximum number of
shares offered in the Offering, or decrease the maximum
purchase limitation to .5% of the maximum number of
shares offered in the Offering. If there are
insufficient shares available to satisfy all
subscriptions of Eligible Account Holders, shares will
be allocated to Eligible Account Holders so as to
permit each such subscribing Eligible Account Holder to
purchase a number of shares sufficient to make his
total allocation equal to the lesser of 100 shares or
the number of shares subscribed for. Thereafter,
unallocated shares will be allocated pro rata to
remaining subscribing Eligible Account Holders whose
subscriptions remain unfilled. To ensure proper
allocation of stock, each Eligible Account Holder must
list on his subscription order form all accounts in
which he had an ownership interest as June 30, 1996.
Subscription Rights The Association's Tax-Qualified Employee Plans shall
of Tax-Qualified be given non-transferable rights to subscribe for up
Employee Plans to 10% of the total number of shares of Common Stock
offered in the Offering on behalf of participants,
provided that shares remain available after satisfying
the subscription rights of Eligible Account Holders.
In the event of an oversubscription in the Offering,
subscriptions for shares by the Tax-qualified Employee
Plans may be satisfied, in whole or in part, out of
authorized but unissued shares of the Company subject
to the maximum purchase limitations applicable to such
plans, or may be satisfied, in whole or in part,
through open market purchases by the Tax-Qualified
Employee Plans subsequent to the closing of the
Offering. It is anticipated that Tax-Qualified
Employee Plans will purchase 8% of the Common Stock
sold in the Offering.
Subscription Rights To the extent there are sufficient shares remaining
of Supplemental after satisfaction of subscriptions by Eligible
Eligible Account Account Holders, and the Tax-Qualified Employee Plans,
Holders each Supplemental Eligible Account Holder shall be
given non-transferable rights to subscribe for up to
$50,000 of Common Stock; provided, however, that no
Supplemental Eligible Account Holder may purchase
alone or with his or her Associates (as defined in the
Plan, and including relatives living in the same
household) and persons acting in concert, more than
$50,000 of Common Stock. The Association may, in
its sole discretion and without further notice to, or
solicitation of subscribers or other prospective
purchasers, increase the maximum purchase limitation to
5% of the maximum number of shares offered in the
Offering, or decrease the maximum purchase limitation
to .5% of the maximum number of shares offered in the
Offering. The subscription rights of each Supplemental
Eligible Account Holder shall be reduced to the extent
of such persons subscription rights as an Eligible
Account Holder.
Subscription Rights To the extent that there are sufficient shares
of Other Members remaining after satisfaction of subscriptions by
Eligible Account Holders, the Tax-Qualified Employee
Plans and Supplemental Account Holders, each Other
Member has been given non-transferable rights to
subscribe for up to $50,000 of Common Stock; provided
however, that no Other Member may purchase alone or
with his or her Associates (as defined in the Plan, and
including relatives living in the same household) and
persons acting in concert, more than $50,000 of Common
Stock. The Association may, in its sole discretion and
without further notice to, or solicitation of
subscribers or other prospective purchasers, increase
the maximum purchase limitation to 5% of the maximum
number of shares offered in the Offering, or decrease
the maximum purchase limitation to .5% of the maximum
number of shares offered in the Offering. In the event
Other Members subscribe for a number of shares which,
when added to the shares subscribed for by the Eligible
Account Holders, Tax-Qualified Employee Plans and
Supplemental Account Holders is in excess of the total
number of shares offered in the Offering, the
subscriptions of such Other Members will be allocated
among subscribing Other Members on a pro rata basis
based on the size of such Other Members' orders.
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Subscription Rights To the extent that there are sufficient shares
of Association remaining after satisfaction of subscriptions by
Personnel Eligible Account Holders, the Tax-Qualified Employee
Plans, Supplemental Account Holders and Other Members,
each individual director, officer and employee of the
Association shall be given the right to subscribe for
up to $50,000 of Common Stock; provided, however, that
no director, officer or employee may purchase alone or
with his or her Associates (as defined in the Plan, and
including relatives living in the same household) and
persons acting in concert more than $50,000 of Common
Stock. The Association may, in its sole discretion and
without further notice to, or solicitation of
subscribers or other prospective purchasers, increase
the maximum purchase limitation to 5% of the maximum
number of shares offered in the Offering, or decrease
the maximum purchase limitation to .5% of the maximum
number of shares offered in the Offering. For purposes
of the Plan, directors, officers and employees are not
Associates of one another, nor are they acting in
concert solely as a result of their positions as
directors, officers and employees of the Association.
Purchase The minimum order in the Offering is 25 shares (or
Limitations $250). The maximum order in the Offering is 5,000
shares (or $50,000); provided, however, that no
Eligible Account Holder may purchase alone or with his
or her Associates (as defined in the Plan, and
including relatives living in the same household) and
persons acting in concert, more than 5,000 shares of
Common Stock. The Association may, in its sole
discretion and without further notice to, or
solicitation of, subscribers or other prospective
purchasers, increase the maximum purchase limitation to
5% of the maximum number of shares offered in the
Offering, or decrease the maximum purchase limitation
to .5% of the maximum number of shares offered in the
Offering.
Expiration Date of All subscriptions for Common Stock must be received by
Subscription and ____, New York time on _____________, 1998 (the
Community Offerings "Expiration Date"). The Expiration Date may be
extended by the Association and the Company for
successive 90-day periods, subject to OTS approval, to
________, 1998.
How to Subscribe For information on how to subscribe for Common Stock
for Shares being offered in the Offering Reorganization, please
read the Prospectus and the stock order form and
instructions accompanying this Proxy Statement.
Subscriptions will not become effective until the Plan
has been approved by the Association's members and all
of the Common Stock offered in the Offering has been
subscribed for or sold in the Subscription and
Community Offering or through such other means as may
be approved by the OTS.
Price of Common All sales of Common Stock in the Subscription and
Stock Community Offering will be made at the same price
per share which is currently expected to be $10.00 per
share on the basis of an independent appraisal of the
pro forma market value of the converted Association.
On the basis of a preliminary appraisal by Feldman
Financial which has been reviewed by the OTS, a minimum
of 391,000 and a maximum of 529,000 shares (subject to
a possible increase to 608,350 shares) will be offered
in the Offering. See "The Reorganization and
Offering--Stock Pricing" in the Prospectus.
Tax Consequences The Association has received an opinion from its
special counsel, Luse Lehman Gorman Pomerenk & Schick,
P.C., stating that the Reorganization is a nontaxable
reorganization under Section 368(a)(1)(F) of the
Internal Revenue Code of 1986, as amended (the "Code").
Required Vote Approval of the Plan will require the affirmative vote
of a majority of all votes eligible to be cast at the
Special Meeting.
YOUR BOARD OF DIRECTORS URGES YOU TO VOTE FOR
THE PLAN
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ATLANTIC LIBERTY SAVINGS, F.A.
PROXY STATEMENT
SPECIAL MEETING OF MEMBERS TO BE HELD ON ____________, 1998
PURPOSE OF MEETING
This Proxy Statement is being furnished to you in connection with the
solicitation on behalf of the Board of Directors of Atlantic Liberty Savings,
F.A. (the "Association") of the proxies to be voted at the Special Meeting of
Members (the "Special Meeting") of the Association to be held at the main
office of the Association, located at 186 Montague Street, Brooklyn, New York,
on ____________, 1998 at _:__ _.m. local time and at any adjournments thereof.
The Special Meeting is being held for the purpose of considering and voting
upon a Plan of Reorganization from Mutual Savings Association to Mutual Holding
Company (the "Plan") under which the Association would be converted from its
present mutual form of organization into a federally chartered savings
association organized in stock form, the concurrent sale of all the common
stock of the stock savings association to Brooklyn Heights Bancorp (the
"Company"), a federal corporation, the acquisition of 54% of the Company's
common stock by Atlantic Liberty, MHC, a federally-chartered mutual holding
company (the "Mutual Holding Company") and the sale by the Company of 46% of
its common stock (the "Common Stock") to the public (the "Offering").
A description of the Reorganization and Offering is described in
detail in the section of the Prospectus entitled "The Reorganization and
Offering--Description of and Reasons for the Reorganization," which is
incorporated herein by reference.
THE BOARD OF DIRECTORS OF THE ASSOCIATION RECOMMENDS THAT YOU VOTE TO APPROVE
THE PLAN
VOTING IN FAVOR OF THE PLAN WILL NOT OBLIGATE ANY PERSON TO PURCHASE ANY COMMON
STOCK.
THE OTS HAS APPROVED THE PLAN SUBJECT TO THE APPROVAL OF THE
ASSOCIATION'S MEMBERS AND THE SATISFACTION OF CERTAIN OTHER CONDITIONS.
HOWEVER, SUCH APPROVAL DOES NOT CONSTITUTE A RECOMMENDATION OR ENDORSEMENT OF
THE PLAN BY THE OTS.
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INFORMATION RELATING TO VOTING AT THE SPECIAL MEETING
The Board of Directors of the Association has fixed ________, 1998 as
the voting record date ("Voting Record Date") for the determination of members
entitled to notice of the Special Meeting. All holders of the Association's
savings and demand accounts and all borrowers therefrom are members of the
Association under its current charter. All Association members of record as of
the close of business on the Voting Record Date will be entitled to vote at the
Special Meeting or any adjournment thereof.
Each holder of an account (including IRA and Keogh account
beneficiaries) will be entitled at the Special Meeting to cast one vote for
each $100, or fraction thereof, of the aggregate withdrawal value of all of
such depositor's accounts in the Association as of the Voting Record Date, up
to a maximum of 1,000 votes. Each borrower member of the Association as of
_______, 1998 shall be able to cast one vote as a borrower member and to cast
the number of votes to which such borrower may be entitled as the holder of an
account. Joint accounts shall be entitled to no more than 1,000 votes, and any
owner may cast all the votes unless notified in writing. In general, accounts
held in different ownership capacities will be treated as separate memberships
for purposes of applying the 1,000 vote limitation. For example, if two
persons hold a $50,000 account in their joint names and each of the persons
also holds a separate account for $50,000 in his own name, each person would be
entitled to 500 votes for each separate account and they would together be
entitled to cast 500 votes on the basis of the joint account. Where no proxies
are received from IRA and Keogh account beneficiaries, after due notification,
the Association, as trustee of these accounts, is entitled to vote these
accounts in favor of the Plan.
Approval of the Plan requires the affirmative vote of a majority of
the total outstanding votes of the Association's members eligible to be cast at
the Special Meeting. As of ________, 1998, the Association had _____ members
who were entitled to cast a total of ______ votes at the Special Meeting.
Association members may vote at the Special Meeting or any adjournment
thereof in person or by proxy. Any member giving a proxy will have the right
to revoke the proxy at any time before it is voted by giving written notice to
the Secretary of the Association, provided that such written notice is received
by the Secretary prior to the Special Meeting or any adjournment thereof, or
upon request if the member is present and chooses to vote in person.
All properly executed proxies received by the Board of Directors of
the Association will be voted in accordance with the instructions indicated
thereon by the members giving such proxies. If no instructions are given, such
proxies will be voted in favor of the Plan. If any other matters are properly
presented at the Special Meeting and may properly be voted on, the proxies
solicited hereby will be voted on such matters in accordance with the best
judgment of the proxy holders named thereon. Management is not aware of any
other business to be presented at the Special Meeting.
If a proxy is not executed and is returned or the member does not vote
in person, the Association is prohibited by OTS regulations from using a
previously executed proxy to vote for the Plan. As a result, failure to vote
may have the same effect as a vote against the Plan.
To the extent necessary to permit approval of the Plan, proxies may be
solicited by officers, directors or regular employees of the Association, in
person, by telephone or through other forms of communication and, if necessary,
the Special Meeting may be adjourned to a later date. Such persons will be
reimbursed by the Association for their expenses incurred in connection with
such solicitation. The Association will bear all costs of this solicitation.
The proxies solicited hereby will be used only at the Special Meeting and at
any adjournment thereof.
THE SUBSCRIPTION OFFERING HAS COMMENCED AS OF THE DATE OF MAILING OF
THIS PROXY STATEMENT. A PROSPECTUS EXPLAINING THE TERMS OF THE SUBSCRIPTION
AND COMMUNITY OFFERING, INCLUDING HOW TO ORDER AND PAY FOR SHARES AND
DESCRIBING THE BUSINESS OF THE ASSOCIATION, THE COMPANY AND THE MUTUAL HOLDING
COMPANY, ACCOMPANIES THIS PROXY STATEMENT AND SHOULD BE READ BY ALL PERSONS WHO
WISH TO CONSIDER SUBSCRIBING FOR COMMON STOCK. THE SUBSCRIPTION AND COMMUNITY
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OFFERING EXPIRES AT NOON, LOCAL TIME ON ____________, 1998 UNLESS EXTENDED BY
THE ASSOCIATION, THE COMPANY AND THE MUTUAL HOLDING COMPANY.
PRINCIPAL EFFECTS OF REORGANIZATION
GENERAL. Each savings depositor in a mutual savings and loan
association such as the Association has both a savings account and a pro rata
ownership interest in the net worth of that institution, based upon the balance
in his or her savings account. This ownership interest has no tangible market
value separate from the depositor's savings account. Upon completion of the
Reorganization, the ownership of the Association's net worth will be
represented by the outstanding shares of stock to be owned by the Company.
Stock certificates will be issued to evidence ownership of the capital stock.
These stock certificates are transferable and, therefore, the shares may be
transferred with no effect on any account the seller may hold with the
Association.
CONTINUITY. While the Reorganization is being accomplished, the
Association's normal business of accepting deposits and making loans will be
continued without interruption. After the Reorganization, the Association will
continue to provide services for account holders and borrowers under current
policies carried on by the Association's present management and staff.
The Association's directors at the time of Reorganization will
continue to serve as our directors after the Reorganization until the
expiration of their current terms, and thereafter, if reelected. All of the
Association's executive officers at the time of Reorganization will retain
their positions after the Reorganization.
EFFECT ON DEPOSIT ACCOUNTS. Under the Plan, each of the Association's
depositors at the time of the Reorganization will automatically continue as a
depositor after the Reorganization, and each deposit account will remain the
same with respect to deposit balance, interest rate and other terms. Each
account will also continue to be insured by the FDIC in exactly the same way as
before. Depositors will continue to hold their existing certificates, passbooks
and other evidence of their accounts.
EFFECT ON LOANS OF BORROWERS. None of the Association's loans will be
affected by the Reorganization. The amount, interest rate, maturity and
security for each loan will be unchanged.
EFFECT ON VOTING RIGHTS OF MEMBERS. Currently in the Association's
mutual form, depositor and borrower members have voting rights and may vote for
the election of directors. Following the Reorganization, depositors and
borrowers will cease to have voting rights in the Association. All voting
rights in the Association will be vested in the Company as the Association's
sole shareholder. Voting rights in the Company will be vested exclusively in
its shareholders, with one vote for each share of common stock. The Mutual
Holding Company will at all times own a majority of the Mutual Holding
Company's common stock. Following the Reorganization, the Association's
depositors will continue to have voting rights in the Mutual Holding Company.
Neither the common stock to be sold in the Offering or issued to the Mutual
Holding Company in the Reorganization, nor the capital stock of the Association
will be insured by the FDIC or by any other government entity.
TAX CONSEQUENCES. The Association intends to proceed with the
Reorganization on the basis of an opinion from Luse Lehman Gorman Pomerenk &
Schick, P.C., Washington, D.C., as to certain tax matters that are material to
the Reorganization. The opinion is based, among other things, on certain
representations made by the Association, including the representation that the
exercise price of the subscription rights to purchase the common stock will be
approximately equal to the fair market value of the stock at the time of the
completion of the Reorganization. With respect to the subscription rights, the
Association has received an opinion of Feldman Financial which, based on
certain assumptions, concludes that the subscription rights to be received by
Eligible Account Holders, Supplemental Eligible Account Holders and Other
Members do not have any economic value at the time of distribution or the time
the subscription rights are exercised, whether or not a Community Offering
takes place, and Luse Lehman Gorman Pomerenk & Schick, P.C.'s opinion is given
in reliance thereon. Luse Lehman Gorman Pomerenk & Schick, P.C.'s opinion
provides substantially as follows:
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1. The change in the Association's form from a mutual savings
association to a stock savings association (the "Stock
Association") will qualify as a reorganization under Section
368(a)(1)(F) of the Internal Revenue Code, as amended
("Code"), and no gain or loss will be recognized to the
Association in either its mutual form or stock form by reason
of the Reorganization.
2. No gain or loss will be recognized by the Association or the
Stock Association upon the transfer of the Association's
assets to the Stock Association solely in exchange for shares
of Stock Association stock and the assumption by the Stock
Association of the liabilities of the Association.
3. Stock Association's holding period in the assets received from
the Association will include the period during which such
assets were held by the Association.
4. Stock Association's basis in the assets of the Association
will be the same as the basis of such assets in the
Association immediately prior to the Reorganization.
5. The Stock Association will succeed to and take into account
the Association's earnings and profits or deficit in earnings
and profits, as of the date of the Reorganization.
6. The Stock Association's depositors will recognize no gain or
loss solely by reason of the Reorganization.
7. The Mutual Holding Company and the Minority Stockholders will
recognize no gain or loss upon the transfer of Stock
Association stock and cash, respectively, to the Company in
exchange for Common Stock of the Company.
8. The Company will recognize no gain or loss upon its receipt of
property from the Mutual Holding Company and Minority
Stockholders in exchange for Common Stock of the Company.
9. The basis of the Company Common Stock to the Minority
Stockholders will be the actual purchase price thereof, and
the holding period for Common Stock acquired through the
exercise of subscription rights will begin on the date the
rights are exercised.
The opinions of Luse Lehman Gorman Pomerenk & Schick, P.C., unlike a
letter ruling issued by the Internal Revenue Service, are not binding on the
Service and the conclusions expressed herein may be challenged at a future
date. The Service has issued favorable rulings for transactions substantially
similar to the proposed Reorganization, but any such ruling may not be cited as
precedent by any taxpayer other than the taxpayer to whom the ruling is
addressed. The Association does not plan to apply for a letter ruling
concerning the transactions described herein.
The Association has also received an opinion from O'Reilly, Marsh &
Corteselli, P.C. that implementation of the Plan will not result in any New
York income tax liability to the Association, its account holders, borrowers
the Company or the Mutual Holding Company.
APPROVAL, INTERPRETATION, AMENDMENT AND TERMINATION
Under the Plan, the letter from the OTS giving approval thereto, and
applicable regulations, consummation of the Reorganization is subject to the
satisfaction of the following conditions: (a) approval of the Plan by members
of the Association casting at least a majority of the votes eligible to be cast
at the Special Meeting; (b) sale of at least the minimum number of shares of
the Common Stock to be offered for sale in the Offering; and (c) receipt of
favorable rulings or opinions of counsel as to the federal tax consequences of
the Reorganization.
The Plan may be substantively amended by the Boards of Directors of
the Association with the concurrence of the OTS. If the Plan is amended,
proxies which have been received prior to such amendment will not be
resolicited unless otherwise required by the OTS. Also, as required by the
federal regulations, the Plan provides that the transactions contemplated
thereby may be terminated by the Board of Directors of the Association alone at
any time
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prior to the Special Meeting and may be terminated by the Board of Directors of
the Association at any time thereafter with the concurrence of the OTS,
notwithstanding approval of the Plan by the members of the Association at the
Special Meeting. All interpretations by the Association of the Plan and of the
Stock Order Forms and related materials for the Subscription and Community
Offering will be final, except as regards or affects the OTS.
JUDICIAL REVIEW
Section 5(i)(2)(B) of the Home Owners' Loan Act, as amended, 12 U.S.C.
Section 1464(i)(2)(B) and Section 563b.8(u) of the Rules and Regulations
promulgated thereunder (12 C.F.R. Section 563b.8(u)) provide: (i) that persons
aggrieved by a final action of the OTS which approves, with or without
conditions, or disapproves a plan of reorganization, may obtain review of such
final action only by filing a written petition in the United States Court of
Appeals for the circuit in which the principal office or residence of such
person is located, or in the United States Court of Appeals for the District of
Columbia, requesting that the final action of the OTS be modified, terminated
or set aside, and (ii) that such petition must be filed within 30 days after
publication of notice of such final action in the Federal Register, or 30 days
after the date of mailing of the notice and proxy statement for the meeting of
the converting institution's members at which the reorganization is to be voted
on, whichever is later. The notice of the Special Meeting of the Association's
members to vote on the Plan described herein is included at the beginning of
this Proxy Statement. The statute and regulation referred to above should be
consulted for further information.
ADDITIONAL INFORMATION
The information contained in the accompanying Prospectus, including a
more detailed description of the Plan, financial statements of the Association
and a description of the capitalization and business of the Association the
Company and the Mutual Holding Company, including the Association's directors
and executive officers and their compensation, the anticipated use of the net
proceeds from the sale of the Common Stock and a description of the Common
Stock, is intended to help you evaluate the Plan and is incorporated herein by
this reference.
YOUR VOTE IS VERY IMPORTANT TO US. PLEASE TAKE A MOMENT NOW TO
COMPLETE AND RETURN YOUR PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. YOU
MAY STILL ATTEND THE SPECIAL MEETING AND VOTE IN PERSON EVEN THOUGH YOU HAVE
VOTED YOUR PROXY. FAILURE TO SUBMIT A PROXY WILL HAVE THE SAME EFFECT AS
VOTING AGAINST THE PLAN.
If you have any questions, please call our Stock Information Center at
(718) __________.
IMPORTANT: YOU MAY BE ENTITLED TO VOTE IN MORE THAN ONE CAPACITY.
PLEASE SIGN, DATE AND PROMPTLY RETURN EACH PROXY CARD YOU RECEIVE.
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THIS PROXY STATEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY STOCK. THE OFFER WILL BE MADE ONLY BY THE PROSPECTUS.
THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY
INSURED OR GUARANTEED.
5
10
REVOCABLE PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ATLANTIC LIBERTY SAVINGS, F.A.
FOR A SPECIAL MEETING OF MEMBERS
TO BE HELD ON ____________, 1998
The undersigned member of Atlantic Liberty Savings, F.A. (the
"Association"), hereby appoints the full Board of Directors, with full powers
of substitution, as attorneys-in-fact and agents for and in the name of the
undersigned, to vote such votes as the undersigned may be entitled to vote at
the Special Meeting of Members of the Association, to be held at the main
office of the Association, located at 186 Montague Street, Brooklyn, New York
on ____________, 1998, at _:__ _.m., local time, and at any and all
adjournments thereof. They are authorized to cast all votes to which the
undersigned is entitled as follows:
FOR AGAINST
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1. A Plan of Reorganization from Mutual Savings Association [ ] [ ]
to Mutual Holding Company and Stock Issuance Plan (the
"Plan") pursuant to which the Association will be
reorganized into the mutual holding company structure.
As part of the Plan, the Association will: (i) convert to
a federally-chartered stock savings association (the
"Stock Association"); (ii) establish Brooklyn Heights
Bancorp, a federal corporation (the "Company"), which will
own 100% of the common stock of the Stock Association; and
(iii) establish Atlantic Liberty, MHC, a federally-
chartered mutual holding company (the "Mutual Holding
Company") which will own at least a majority of the common
stock of the Company. Contemporaneously with the
Reorganization, the Company will offer for sale to the
public 46% of its common stock and issue 54% of its
total outstanding shares of common stock to the Mutual
Holding Company; and
NOTE: The Board of Directors is not aware of any other matter that may come
before the Special Meeting of Members.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THE BOARD OF DIRECTORS IN
THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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11
Votes will be cast in accordance with the Proxy. Should the
undersigned be present and elect to vote at the Special Meeting or at any
adjournment thereof and after notification to the Secretary of the Association
at said Meeting of the member's decision to terminate this Proxy, then the
power of said attorney-in-fact or agents shall be deemed terminated and of no
further force and effect.
The undersigned acknowledges receipt of a Notice of Special
Meeting of Members and a Proxy Statement dated _________, 1998, prior to the
execution of this Proxy.
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Date
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Signature
NOTE: Only one signature is required
in the case of a joint account.
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN
THE ENCLOSED ENVELOPE.
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