EXHIBIT 99.1
[MONTGOMERY SAVINGS, A FEDERAL ASSOCIATION LETTERHEAD]
__________, 1997
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders
of Montgomery Savings, A Federal Association. The meeting will be held at
______________________ located at ____________________, Crawfordsville, Indiana,
on _________________, 1997 at _:00 _.m., Crawfordsville, Indiana time. The
matters to be considered by stockholders at the Special Meeting are described in
the accompanying materials.
It is very important that you be represented at the Special Meeting
regardless of the number of shares you own or whether you are able to attend the
meeting in person. We urge you to mark, sign, and date your proxy card today and
return it in the envelope provided, even if you plan to attend the Special
Meeting. This will not prevent you from voting in person, but will ensure that
your vote is counted if you are unable to attend.
Your continued support of and interest in Montgomery Savings
Association, A Federal Association are sincerely appreciated.
Sincerely,
Earl F. Elliott
Chairman of the Board and President
MONTGOMERY SAVINGS, A FEDERAL ASSOCIATION
119 East Main Street
Crawfordsville, Indiana 47933
(765) 362-4710
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON _______________, 1997
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of
Montgomery Savings, A Federal Association ("Association") will be held at
__________________ located at ___________________, Crawfordsville, Indiana, on
_________________, 1997 at _:00 _.m., Crawfordsville, Indiana time, for the
following purposes, as more completely set forth in the accompanying Proxy
Statement:
1. To approve and adopt the Plan of Conversion and Agreement and
Plan of Reorganization (the "Plan" or "Plan of Conversion"),
pursuant to which (i) Montgomery Mutual Holding Company (the
"Mutual Holding Company"), which currently owns approximately
70.59% of the outstanding shares of common stock of the
Association, will convert from mutual form to a federal interim
stock savings institution and simultaneously merge with and into
the Association, with the Association being the surviving entity;
(ii) an interim institution ("Interim") to be formed as a wholly
owned subsidiary of Montgomery Financial Corporation, an Indiana
corporation recently formed as a wholly owned subsidiary of the
Association (the "Company"), will merge with and into the
Association, with the Association being the surviving entity and
becoming a wholly owned subsidiary of the Company;" and (iii) the
outstanding shares of Association common stock (other than those
held by the Mutual Holding Company, which will be cancelled) will
be converted into shares of common stock of the Company pursuant
to a ratio that will result in the holders of such shares owning
in the aggregate approximately ____% of the Company, before
giving effect to such shareholders purchasing additional shares
in a concurrent stock offering by the Company (the "Offerings"),
receiving cash in lieu of fractional shares or exercising
dissenters rights ("Exchange Shares"). In addition, the Company
is offering shares of its common stock by means of a Prospectus,
and the sale of such stock and the reorganization are referred to
herein as the "Conversion and Reorganization."
2. To transact such other business as may properly come before the
meeting. Except with respect to procedural matters incident to
the conduct of the meeting, management of the Association is not
aware of any matters other than those set forth above which may
properly come before the meeting.
Stockholders of the Association have the right, pursuant to 12 C.F.R.
Section 522.14, to dissent from the Conversion and Reorganization and to
exercise appraisal rights for their shares of the Association common stock upon
strict compliance with the terms and conditions of 12 C.F.R. Section 552.14, a
copy of which is attached hereto as Appendix A. Failure to comply strictly with
the requirements of 12 C.F.R. Section 552.14 will result in the loss of
appraisal rights.
The Board of Directors of the Association has fixed ______________,
1997 as the voting record date for the determination of stockholders entitled to
notice of and to vote at the Special Meeting. Only those stockholders of record
as of the close of business on the date will be entitled to vote at the Special
Meeting or at any such adjournment.
BY ORDER OF THE BOARD OF DIRECTORS
Earl F. Elliott
Chairman of the Board and President
____________, 1997
Crawfordsville, Indiana
YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF. PROXIES MUST BE
RECEIVED PRIOR TO THE COMMENCEMENT OF THE MEETING.
YOUR VOTE IS VERY IMPORTANT. VOTING ON THE PLAN DOES NOT REQUIRE YOU TO
PURCHASE STOCK IN THE OFFERINGS.
MONTGOMERY SAVINGS, A FEDERAL ASSOCIATION
---------------
PROXY STATEMENT
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SPECIAL MEETING OF STOCKHOLDERS
This Proxy Statement is being furnished to the holders of the common
stock, par value $0.01 per share ("Association Common Stock"), of Montgomery
Savings, A Federal Association (the "Association"), in connection with the
solicitation of proxies by the Board of Directors for use at its Special Meeting
of Stockholders ("Special Meeting") to be held at __________________ located at
___________________, Crawfordsville, Indiana, on ____________, 1997, at _:00
_.m., Crawfordsville, Indiana time, and at any adjournment thereof, for the
purposes set forth in the Notice of Special Meeting of Stockholders. The Proxy
Statement is first being mailed to stockholders on or about ___________, 1997.
Each proxy solicited hereby, if properly signed and returned to the
Association and not revoked prior to its use, will be voted in accordance with
the instructions indicated on the proxies. If no contrary instructions are
given, each signed proxy received will be voted in favor of the Plan of
Conversion and, in the discretion of the proxy holder, as to any other matter
which may properly come before the Special Meeting. Only proxies that are
returned can be counted and voted at the Special Meeting.
An Association stockholder who has given a proxy may revoke it at any
time prior to its exercise at the Special Meeting by (i) giving written notice
of revocation to the Secretary of the Association, (ii) properly submitting to
the Association a duly-executed proxy bearing a later date, or (iii) attending
the Special Meeting and voting in person. All written notices of revocation and
other communications with respect to revocation of proxies should be addressed
as follows: Montgomery Savings, A Federal Association, 119 East Main Street,
Crawfordsville, Indiana 47933, Attention: Secretary. Proxies solicited hereby
may be exercised only at the Special Meeting and any adjournment thereof and
will not be used for any other meeting.
VOTING SECURITIES AND REQUIRED VOTE
Pursuant to Office of Thrift Supervision ("OTS") regulations,
consummation of the Conversion and Reorganization is conditioned upon the
approval of the Plan by the OTS, as well as (1) the approval of the holders of
at least a majority of the total number of votes eligible to be cast by the
members of the Montgomery Mutual Holding Company (the "Members") as of the close
of business on the voting record date at a special meeting of Members called for
the purpose of considering the Plan (the "Members' Meeting"), and (2) the
approval of the holders of at least two-thirds of the shares of the outstanding
Association Common Stock held by the stockholders as of the voting record date
at the Special Meeting. In addition, the Association, the Mutual Holding
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Company and the Company (the "Primary Parties") have conditioned the
consummation of the Conversion and Reorganization on the approval of the Plan by
the holders of at least a majority of the votes cast, in person or by proxy, by
the holders of Association Common Stock excluding the Mutual Holding Company
(the "Public Stockholders") at the Special Meeting. The Mutual Holding Company
intends to vote its shares of Association Common Stock, which amount to
approximately 70.59% of the outstanding shares, in favor of the Plan at the
Special Meeting. In addition, as of ____________, 1997, directors and executive
officers of the Association as a group (eight persons) beneficially owned
_________ shares (not including stock options) or ______% of the outstanding
Association Common Stock, which shares can also be expected to be voted in favor
of the Plan at the Special Meeting.
Only holders of record of Association Common Stock at the close of
business on ___________, 1997 (the "Voting Record Date") will be entitled to
notice of and to vote at the Special Meeting. On the Voting Record Date, there
were _______ shares of Association Common Stock issued and outstanding and the
Association had no other class of equity securities outstanding. Each share of
Association Common Stock is entitled to cast one vote at the Special Meeting on
all matters properly presented at the Special Meeting.
The presence in person or by proxy of at least a majority of the issued
and outstanding shares of Association Common Stock entitled to vote is necessary
to constitute a quorum at the Special Meeting. Shares as to which the "ABSTAIN"
box has been marked on the proxy and any shares held by brokers in street name
for customers which are present at the Special Meeting and are not voted in the
absence of instructions from the customers ("broker non-votes") will be counted
as present for determining if a quorum is present. Because adoption of the Plan
of Conversion must be approved by the holders of at least two-thirds of the
outstanding Association Common Stock, abstentions and broker non-votes will have
the same effect as a vote against such proposal. The Plan also conditions
consummation of the Conversion and Reorganization on the approval of the Plan by
at least a majority of the votes cast, in person or by proxy, at the Special
Meeting by the Public Stockholders. Abstentions and broker non-votes will have
no effect on the required vote of the Public Stockholders.
INCORPORATION OF INFORMATION BY REFERENCE
The accompanying Prospectus of the Company is incorporated herein by
reference. The Prospectus sets forth a description of the Plan of Conversion and
the related offering of common stock by the Company under the caption "The
Conversion and Reorganization." Such caption also describes the effects of the
Conversion and Reorganization on the stockholders of the Association and the
members of the Mutual Holding Company, including the tax consequences of the
Conversion and Reorganization and the establishment of a liquidation account for
the benefit of certain depositors of the Association.
Information regarding the Association, the Company and the Mutual
Holding Company are set forth in the Prospectus under the captions "Montgomery
Savings, A Federal Association," "Montgomery Financial Corporation" and
"Montgomery Mutual Holding Company," respectively,
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as well as under the caption "Summary." The Prospectus also describes the
business and financial condition of the Association under the captions
"Business" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations," and the historical financial statements of the
Association are included in the Prospectus. Information regarding the use of
proceeds of the Offerings conducted in connection with the Conversion and
Reorganization, the historical capitalization of the Association and the pro
forma capitalization of the Company, and other pro forma data are set forth in
the Prospectus under the captions "Use of Proceeds," "Capitalization" and "Pro
Forma Data," respectively.
The Prospectus sets forth certain information as to the Association
Common Stock beneficially owned by (i) the only persons or entities who or which
were known to the Association to be the beneficial owner of more than 5% of the
issued and outstanding Association Common Stock, (ii) the directors of the
Association, and (iii) all directors and executive officers of the Association
as a group. See "Beneficial Ownership of Capital Stock" in the Prospectus.
The Prospectus also sets forth a comparison of the rights of
stockholders of the Association with the rights of stockholders of the Company.
See "Comparison of Stockholders' Rights" in the Prospectus.
DISSENTERS' RIGHTS OF APPRAISAL
Record holders of Association Common Stock are entitled to appraisal
rights under Section 552.14 of the OTS regulations as a result of the merger of
the Mutual Holding Company (following its conversion to a federal interim stock
savings institution) with and into the Association and the merger of the
Association with and into Interim, with the Association to be the surviving
entity in both mergers (the "Mergers"). Any person having a beneficial interest
in shares of Association Common Stock held of record in the name of another
person, such as a broker or nominee, and who wishes to exercise dissenters'
rights must act promptly to cause the record holder to follow the steps
summarized below properly and in a timely manner to perfect whatever appraisal
rights the beneficial owner may have.
The following discussion is not a complete statement of the law
pertaining to appraisal rights under Section 552.14 and is qualified in its
entirety by the full text of Section 552.14, which is reprinted as Appendix A to
this Proxy Statement.
Under Section 552.14, where a merger is to be submitted for approval at
a meeting of stockholders, as in the case of the Special Meeting, not less than
20 days prior to the meeting, the institution must notify each of the holders of
its stock for which appraisal rights are available that such appraisal rights
are available and include in each such notice a copy of Section 552.14. This
Proxy Statement shall constitute such notice to the record holders of the
Association Common Stock. Any such stockholder who wishes to exercise such
appraisal rights should review carefully the following discussion and Appendix A
to this Proxy Statement because failure to timely and properly comply with the
procedures specified will result in the loss of appraisal rights under Section
552.14.
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A holder of shares of Association Common Stock wishing to exercise his
appraisal rights must deliver to the Secretary of the Association, before the
vote on the Plan of Conversion at the Special Meeting, a writing which
identifies such stockholder and which states his intention to demand appraisal
of and payment for his shares of Association Common Stock. Such demand must be
in addition to and separate from any proxy or vote against the Plan of
Conversion. A vote against the Plan of Conversion does not, by itself,
constitute a demand for appraisal rights. Also, voting for the approval and
adoption of the Plan of Conversion will result in the loss of appraisal rights
with respect to such shares. In addition, a holder of shares of Association
Common Stock wishing to exercise his appraisal rights must hold of record such
shares on the date the written demand for appraisal is made and must hold such
shares continuously through the effective date of the Conversion and
Reorganization (the "Effective Date").
Only a holder of record of shares of Association Common Stock is
entitled to assert appraisal rights for the shares of Association Common Stock
registered in that holder's name. A demand for appraisal should be executed by
or on behalf of the holder of record fully and correctly, as his name appears on
his stock certificates. If the shares of Association Common Stock are owned of
record in a fiduciary capacity, such as by a trustee, guardian or custodian,
execution of the demand should be made in that capacity, and if the shares of
Association Common Stock are owned of record by more than one person, as in a
joint tenancy or tenancy in common, the demand should be executed by or on
behalf of all joint owners. An authorized agent, including one or more joint
owners, may execute a demand for appraisal on behalf of a holder of record;
however, the agent must identify the record owner or owners and expressly
disclose the fact that, in executing the demand, the agent is agent for such
owner or owners. A record holder such as a broker who holds shares of
Association Common Stock as nominee for several beneficial owners may exercise
appraisal rights with respect to the shares of Association Common Stock held for
one or more beneficial owners while not exercising such rights with respect to
the shares of Association Common Stock held for other beneficial owners; in such
case, the written demand should set forth the number of shares of Association
Common Stock as to which appraisal is sought and where no number of shares of
Association Common Stock is expressly mentioned the demand will be presumed to
cover all shares of Association Common Stock held in the name of the record
owner. Stockholders who hold their shares of Association Common Stock in
brokerage accounts or other nominee forms and who wish to exercise appraisal
rights must take all necessary steps in order that a demand for appraisal is
made by the record holder of such shares and are urged to consult with their
brokers to determine the appropriate procedures for the making of a demand for
appraisal by the record holder and for surrendering the certificates for such
shares to the Association for notation of appraisal rights as set forth below.
All written demands for appraisal should be sent or delivered to
Montgomery Savings, A Federal Association, 119 East Main Street, Crawfordsville,
Indiana 47933, Attention: Secretary, so as to be received prior to the vote of
stockholders with respect to the Plan of Conversion.
Within ten days after the Effective Date of the Conversion and
Reorganization, the Association, as the resulting institution in the Mergers,
must: (i) send a written notice as to the Effective Date of the Conversion and
Reorganization to each person who has satisfied the appropriate provisions of
Section 552.14 and who has not voted in favor of the Plan of Conversion, (ii)
make a written offer to each stockholder to pay for dissenting shares at a
specified price deemed
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by the Association to be the fair value thereof, and (iii) inform each
stockholder that within 60 days of such date the stockholder must take certain
actions, set forth in such notice (and summarized below). A written offer to
dissenting stockholders, if any, will be based on the circumstances existing on
the Effective Date, and the Association has not determined the price per share
it would offer any dissenting stockholders. If, within 60 days of the Effective
Date, an agreement is reached as to the fair value between the Association and a
dissenting stockholder, payment therefore shall be made within 90 days of the
Effective Date.
If the Association and any holder of the Association Common Stock who
has complied with the foregoing procedures and who is entitled to appraisal
rights under Section 552.14 have not agreed as to the fair value within 60 days
of the Effective Date, the stockholder may file a petition with the OTS, with a
copy to the Association by registered or certified mail demanding a
determination of the fair value of the stock of all dissenting stockholders. A
stockholder who fails to file such petition within 60 days of the Effective Date
shall be deemed to have accepted the Exchange Shares to which he is entitled. In
addition, within 60 days of the Effective Date, each stockholder demanding
appraisal and payment under Section 552.14 must submit to the Association the
certificates for notation thereon that appraisal and payment has been demanded
and that appraisal proceedings are pending. The failure to submit certificates
for notation will result in the loss of appraisal rights. The Association is not
under any obligation to file a petition with respect to the appraisal of the
fair value of the shares of Association Common Stock. Accordingly, it is the
obligation of the stockholders to initiate all necessary action to perfect their
appraisal rights within the time prescribed in Section 552.14.
If a petition for an appraisal is timely filed, after a hearing on such
petition, the Director of the OTS will determine the holders of shares of
Association Common Stock entitled to appraisal rights and will order an
appraisal of the "fair value" of the shares of Association Common Stock,
exclusive of any element of value arising from the accomplishment or expectation
of the Conversion and Reorganization. Such appraisal may be conducted by
appropriate staff of the OTS or such independent appraiser as the Director shall
determine. If the appraisal is conducted by an independent appraiser, then the
OTS staff will review and provide an opinion as to the suitability of the
methodology and the adequacy of the analysis and supportive data. If the
Director concurs in the valuation, then payment of the appraised value of the
shares will be directed from the resulting institution (the Association) upon
surrender of the certificates representing the dissenting shares of Association
Common Stock, along with interest from the Effective Date at a rate deemed
equitable by the Director. Holders of shares of Association Common Stock
considering seeking appraisal should be aware that the fair value of their
shares of Association Common stock as determined under Section 552.14 could be
more than, the same as, or less than the value of the consideration they would
receive pursuant to the Plan of Conversion if they did not seek appraisal of
their shares of Association Common Stock.
The costs of any appraisal proceeding may be apportioned and assessed
by the Director as he or she deems equitable against all or some of the parties.
In making the determination, the Director shall consider whether any of the
parties has acted arbitrarily, vexatiously, or not in good faith.
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Any holder of shares of Association Common Stock who has duly demanded
an appraisal in compliance with Section 552.14 will not, after the Effective
Date, be entitled to vote the shares of Association Common Stock subject to such
demand for any purpose or be entitled to the payment of dividends or other
distributions on those shares (except dividends or other distributions payable
to, or a vote to be taken by, holders of record of shares of Association Common
Stock as of a date prior to the Effective Date).
If any holder of Association Common Stock who demands appraisal of his
shares under Section 552.14 fails to perfect, or effectively withdraws or loses
his right to appraisal as provided in Section 552.14, the shares of such
stockholder will be converted into Exchange Shares in accordance with the Plan
of Conversion. A holder may withdraw his demand for appraisal by delivering to
the Association a written withdrawal of his demand for appraisal and acceptance
of the Exchange Shares (any such written withdrawal should be directed to
Montgomery Savings, A Federal Association, 119 East Main Street, Crawfordsville,
Indiana 47933, Attention: Secretary).
Failure to follow the steps required by Section 552.14 for perfecting
appraisal rights may result in the loss of such rights.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
solicitation materials to be used in connection with the next annual meeting of
stockholders of the Association which is expected to be held in ____________
1997, if the Conversion and Reorganization is not consummated, must be received
at the main office of the Association no later than _____________, 1997.
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OTHER MATTERS
Each proxy solicited hereby also confers discretionary authority on the
Board of Directors of the Association to vote the proxy upon such other matters
as may properly come before the Special Meeting. Management is not aware of any
business that may properly come before the Special Meeting other than those
matters described above in this Proxy Statement. However, if any other matters
should properly come before the Special Meeting, it is intended that the proxies
solicited hereby will be voted with respect to those other matters in accordance
with the judgment of the persons voting the proxies.
The cost of solicitation of proxies will be borne by the Association.
The Association will reimburse brokerage firms and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of the Association Common Stock. In addition
to solicitations by mail, directors, officers and employees of the Association
may solicit proxies personally or by telephone without additional compensation.
You may obtain a copy of the Plan of Conversion, together with the
Articles of Incorporation and Bylaws the Company, from any office of the
Association or in writing from the Association. Any such requests should be
directed to Montgomery Savings, A Federal Association, 119 East Main Street,
Crawfordsville, Indiana 47933, Attention: Secretary. So that you have sufficient
time to receive and review the requested materials, it is recommended that any
such requests be sent so that they are received by the Association by ________,
1997.
YOUR VOTE IS IMPORTANT! THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR THE PLAN OF CONVERSION. WE URGE YOU TO MARK, SIGN AND DATE THE ENCLOSED
PROXY CARD AND RETURN IT TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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APPENDIX A
SECTION 552.14 OF THE OTS REGULATIONS RELATING TO
DISSENTERS' RIGHTS OF APPRAISAL
Section 552.14 Dissenter and appraisal rights.
(a) Right to demand payment of fair or appraised value. Except as
provided in paragraph (b) of this section, any stockholder of a
Federal stock association combining in accordance with Section
552.13 of this part shall have the right to demand payment of the
fair or appraised value of his stock: Provided, That such
stockholder has not voted in favor of the combination and
complies with the provisions of paragraph (c) of this section.
(b) Exceptions. No stockholder required to accept only qualified
consideration for his or her stock shall have the right under
this section to demand payment of the stock's fair or appraised
value, if such stock was listed on a national securities exchange
or quoted on the National Association of Securities Dealers'
Automated Quotation System ("NASDAQ") on the date of the meeting
at which the combination was acted upon or stockholder action is
not required for a combination made pursuant to Section
552.13(h)(2) of this part. "Qualified consideration" means cash,
shares of stock of any association or corporation which at the
effective date of the combination will be listed on a national
securities exchange or quoted on NASDAQ or any combination of
such shares of stock and cash.
(c) Procedure.
(1) NOTICE. Each constituent Federal stock association shall notify all
stockholders entitled to rights under this section, not less than twenty days
prior to the meeting at which the combination agreement is to be submitted for
stockholder approval, of the right to demand payment of appraised value of
shares, and shall include in such notice a copy of this section. Such written
notice shall be mailed to stockholders of record and may be part of the
management's proxy solicitation for such meeting.
(2) DEMAND FOR APPRAISAL AND PAYMENT. Each stockholder electing to make
a demand under this section shall deliver to the Federal stock association,
before voting on the combination, a writing identifying himself or herself and
stating his or her intention thereby to demand appraisal of and payment for his
or her shares. Such demand must be in addition to and separate from any proxy or
vote against the combination by the stockholder.
(3) NOTIFICATION OF EFFECTIVE DATE AND WRITTEN OFFER. Within ten days
after the effective date of the combination, the resulting association shall;
(i) Give written notice by mail to stockholders of constituent
Federal
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Stock associations who have complied with the provisions of
paragraph (c)(2) of this section and have not voted in favor
of the combination, of the effective date of the
combination;
(ii) Make a written offer to each stockholder to pay for
dissenting shares at a specified price deemed by the
resulting association to be the fair value thereof; and
(iii) Inform them that, within sixty days of such date, the
respective requirements of paragraphs (c)(5) and (6) of this
section (set out in the notice) must be satisfied.
The notice and offer shall be accompanied by a balance sheet and
statement of income of the association the shares of which the dissenting
stockholder holds, for a fiscal year ending not more than sixteen months before
the date of notice and offer, together with the latest available interim
financial statements.
(4) ACCEPTANCE OF OFFER. If within sixty days of the effective date of
the combination the fair value is agreed upon between the resulting association
and any stockholder who has complied with the provisions of paragraph (c)(2) of
this section, payment therefor shall be made within ninety days of the effective
date of the combination.
(5) PETITION TO BE FILED IF OFFER NOT ACCEPTED. If within sixty days of
the effective date of the combination the resulting association and any
stockholder who has complied with the provisions of paragraph (c)(2) of this
section do not agree as to the fair value, then any such stockholder may file a
petition with the Office, with a copy by registered or certified mail to the
resulting association, demanding a determination of the fair market value of the
stock of all such stockholders. A stockholder entitled to file a petition under
this section who fails to file such petition within sixty days of the effective
date of the combination shall be deemed to have accepted the terms offered under
the combination.
(6) STOCK CERTIFICATES TO BE NOTED. Within sixty days of the effective
date of the combination, each stockholder demanding appraisal and payment under
this section shall submit to the transfer agent his certificates of stock for
notation thereon that an appraisal and payment have been demanded with respect
to such stock and that appraisal proceedings are pending. Any stockholder who
fails to submit his stock certificates for such notation shall no longer be
entitled to appraisal rights under this section and shall be deemed to have
accepted the terms offered under the combination.
(7) WITHDRAWAL OF DEMAND. Notwithstanding the foregoing, at any time
within sixty days after the effective date of the combination, any stockholder
shall have the right to withdraw his or her demand for appraisal and to accept
the terms offered upon the combination.
(8) VALUATION AND PAYMENT. The Director shall, as he or she may elect,
either appoint one or more independent persons or direct appropriate Staff of
the Office to appraise the shares to determine their fair market value, as of
the effective date of the combination, exclusive of
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any element of value arising from the accomplishment or expectation of the
combination. Appropriate staff of the Office shall review and provide an opinion
on appraisals prepared by independent persons as to the suitability of the
appraisal methodology and the adequacy of the analysis and supportive data. The
Director after consideration of the appraisal report and the advise of the
appropriate staff shall, if he or she concurs in the valuation of the shares
direct payment by the resulting association of the appraised fair market value
of the shares, upon surrender of the certificates representing such stock.
Payment shall be made, together with interest from the effective date of the
combination, at a rate deemed equitable by the Director.
(9) COSTS AND EXPENSES. The costs and expenses of any proceeding under
this section may be apportioned and assessed by the Director as he or she may
deem equitable against all or some of the parties. In making this determination
the Director shall consider whether any party has acted arbitrarily,
vexatiously, or not in good faith in respect to the rights provided by this
section.
(10) VOTING AND DISTRIBUTION. Any stockholder who has demanded
appraisal rights as provided in paragraph (c)(2) of this section shall
thereafter neither be entitled to vote such stock for any purpose nor be
entitled to the payment of dividends or other distributions on the stock (except
dividends or other distribution payable to, or a vote to be taken by
stockholders of record at a date which is on or prior to, the effective date of
the combination): Provided, That if any stockholder becomes unentitled to
appraisal and payment of appraised value with respect to such stock and accepts
or is deemed to have accepted the terms offered upon the combination, such
stockholder shall thereupon be entitled to vote and receive the distribution
described above.
(11) STATUS. Shares of the resulting association into which shares of
the stockholder demanding appraisal rights would have been converted or
exchanged, had they assented to the combination, shall have the status of
authorized and unissued shares of the resulting association.
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MONTGOMERY SAVINGS, A FEDERAL ASSOCIATION
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
MONTGOMERY SAVINGS, A FEDERAL ASSOCIATION (THE "ASSOCIATION") FOR USE ONLY AT A
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON ______________, 1997 AND ANY
ADJOURNMENT THEREOF.
The undersigned, being a stockholder of the Association as of
__________, 1997, hereby authorizes the Board of Directors of the Association,
or any of their successors, as proxies, with full powers of substitution, to
represent the undersigned at the Special Meeting of Stockholders to be held at
________________________located at ____________________, Crawfordsville,
Indiana, on _____________, 1997, at __:00 __.m., Crawfordsville, Indiana time,
and at any adjournment of said meeting, and thereat to with respect to all votes
that the undersigned would be entitled to cast, if then personally present, as
follows:
(1) To approve and adopt the Plan of Conversion and Agreement and
Plan of Reorganization (the "Plan of Conversion"), pursuant to
which (i) Montgomery Mutual Holding Company (the "Mutual
Holding Company"), which currently owns approximately 70.59%
of the outstanding shares of common stock of the Association,
will convert from mutual form to a federal interim stock
savings institution and simultaneously merge with and into the
Association, with the Association being the surviving entity;
(ii) an interim institution ("Interim") to be formed as a
wholly owned subsidiary of Montgomery Financial Corporation,
an Indiana corporation recently formed as a wholly owned
subsidiary of the Association (the "Company"), will merge with
and into the Association, with the Association being the
surviving entity and became a wholly owned subsidiary of the
Company operating under the name "Montgomery Bank;" (iii) the
outstanding shares of Association common stock (other than
those held by the Mutual Holding Company, which will be
cancelled) will be converted into shares of common stock of
the Company pursuant to an exchange ratio as described in the
Proxy Statement; and (iv) the Company will sell additional
shares of its common stock pursuant to the Plan of Conversion.
--- --- ---
|___| FOR |___| AGAINST |___| ABSTAIN
In their discretion, the proxies are authorized to vote with respect to
approval of the minutes of the last meeting of stockholders, matters incident to
the conduct of the meeting, and upon such other matters as may properly come
before the meeting.
This proxy may be revoked at any time before it is exercised. Shares of
common stock of the Association will be voted as specified. If no specification
is made herein, shares will be voted FOR Proposal 1.
(Continued and to be signed on other side)
The undersigned hereby acknowledges receipt of a Notice of Special
Meeting of the Stockholders of Montgomery Savings, A Federal Association called
for __________, 1997 and a Proxy Statement for the Special Meeting prior to the
signing of this Proxy.
Date: _______________, 1997
_____________________________________
_____________________________________
Signature
_____________________________________
Signature
Note: Please sign exactly as your
name(s) appear(s) on this Proxy.
Only one signature is required in
the case of a joint account. When
signing in a representative capacity,
please give title.
________________________________________________________________________________
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS
PROXY CARD USING THE ENCLOSED ENVELOPE.
________________________________________________________________________________