Exhibit 99.1
Press Release FOR IMMEDIATE RELEASE
Contact: Frederick A. Marcell Jr., CEO
Christopher E. Bell, CFO
Telephone: 215-646-5405
WILLOW GROVE BANCORP, INC. ANNOUNCES ADOPTION OF PLAN
OF CONVERSION AND AGREEMENT AND PLAN OF REORGANIZATION
Maple Glen, Pennsylvania - (September 10, 2001) Willow Grove Bancorp,
Inc. (the "Company") (Nasdaq/NMS: WGBC), today announced that the Boards of
Directors of Willow Grove Mutual Holding Company (the "Mutual Holding
Company"), the Company and Willow Grove Bank (the "Bank") unanimously adopted
a Plan of Conversion and Agreement and Plan of Reorganization (the "Plan of
Conversion"), pursuant to which the Bank will reorganize from the two-tier
mutual holding company structure to the stock holding company structure.
Pursuant to the Plan of Conversion, (i) the Mutual Holding Company and the
Company will be merged with and into the Bank, with the Bank as survivor, (ii)
the Bank will become a wholly owned subsidiary of a to-be-formed Pennsylvania
corporation ("New Holding Company"), (iii) the shares of common stock of the
Company held by persons other than the Mutual Holding Company (whose shares
will be canceled) will be converted into shares of common stock of the New
Holding Company pursuant to an exchange ratio designed to preserve the
percentage ownership interests of such persons, and (iv) the New Holding
Company will offer and sell shares of its common stock to members of the
Mutual Holding Company, shareholders of the Bank and others in the manner and
subject to the priorities set forth in the Plan of Conversion. The highest
priority will be depositors with qualifying deposits as of June 30, 2000.
"We believe that adoption of this Plan of Conversion is in the best
interest of our shareholders and of the members of the Mutual Holding
Company," stated Frederick A. Marcell, Jr., President and Chief Executive
Officer of the Company. "The stock holding company structure and the stock
offering should increase the liquidity in our common stock, provide additional
capital to support future growth of the Bank, through continued internal
growth as well as acquisitions, and facilitate our continued development as a
full service community bank," continued Mr. Marcell.
The transactions contemplated by the Plan of Conversion are subject to
approval of the Company's shareholders, the members of the Mutual Holding
Company and regulatory agencies. Proxy and offering materials setting forth
detailed information relating to the Plan of Conversion will be sent to the
members of the Mutual Holding Company and shareholders of the Company for
their consideration in a few months. The Company anticipates that the
transactions will be completed in the first quarter of the 2002 calendar year.
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After the conversion, the Bank's deposits will continue to be insured by
the Savings Association Insurance Fund administered by the Federal Deposit
Insurance Corporation, and the Bank will maintain its membership in the
Federal Home Loan Bank System.
Depositors will continue to hold accounts in the Bank identical as to
dollar amount, rate of return and general terms (other than voting and
liquidation rights). Borrowers' loans will be unaffected by the conversion
and will remain contractually fixed as they existed prior to the conversion.
The normal business of the Bank is accepting deposits and making loans and
will continue without interruption in its existing offices.
The Company has hired Elias, Matz, Tiernan & Herrick L.L.P. as its
conversion counsel and Keefe, Bruyette & Woods, Inc. to assist in the sale of
the common stock of the New Holding Company. The offering will be made only
by means of a prospectus in accordance with the Securities Act of 1933, as
amended, and all applicable state securities laws; this press release shall
not constitute an offer to sell or the solicitation of an offer to buy any
securities.
Willow Grove Bancorp, Inc. is the holding company for Willow Grove Bank,
a federally chartered, FDIC-insured savings bank. The Bank was founded in
1909 and conducts its business from its headquarters in Maple Glen,
Pennsylvania. Its banking office network now has twelve offices located
throughout Montgomery, Bucks, and Philadelphia counties. Additional banking
offices are located in Willow Grove, Dresher, Huntingdon Valley, Hatboro,
Warminster (2), Roslyn, Philadelphia (2), North Wales, and Southampton.
This news release contains certain forward-looking statements.
Forward-looking statements can be identified by the fact that they do not
relate strictly to historical or current facts. They often include the words
"believe," "expect," "anticipate," "intend," "plan," "estimate" or words of
similar meaning, or future or conditional verbs such as "will," "would,"
"should," "could" or "may."
Forward-looking statements, by their nature, are subject to risks and
uncertainties. A number of factors - many of which are beyond the Company's
control - could cause actual conditions, events or results to differ
significantly from those described in the forward-looking statements. The
Company's reports filed from time-to-time with the Securities and Exchange
Commission, including the Company's Form 10-K for the year ended June 30,
2000, describe some of these factors, including general economic conditions,
changes in interest rates, deposit flows, the cost of funds, changes in credit
quality and interest rate risks associated with the Company's business and
operations. Other factors described in the Company's June 30, 2000 Form 10-K
include changes in competition, fiscal and monetary policies and legislation
and regulatory changes.
Forward-looking statements speak only as of the date they are made. The
Company does not undertake to update forward-looking statements to reflect
circumstances or events that occur after the date the forward-looking
statements are made or to reflect the occurrence of unanticipated events.
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