Shareholders OK Naugatuck bank’s conversion

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NAUGATUCK — Naugatuck Valley Financial Corp., parent of Naugatuck Valley Savings & Loan, said its shareholders and members of the Naugatuck Valley Mutual Holding Co. voted to approve the bank’s plan to become a publicly held company.

Voting took place last Friday during the company’s annual shareholders meeting and during a special meeting of holding company members, both of which were held at the bank’s headquarters at 333 Church St. in Naugatuck.

The bank, founded in 1922 as a federally chartered savings bank, is working toward converting from a mutual holding company to a stock holding company that is mostly publicly held.

In May, federal regulators approved the bank’s new corporate structure, which includes a new holding company—also to be known as Naugatuck Valley Financial Corp.—that was created earlier this year as a Maryland corporation.

Federal regulators, including the Securities and Exchange Commission, also granted the company approval to offer shares of common stock. The company expected to offer between 3.3 million and 4.5 million shares, priced at $8 per share, but the size of the offering could increase to 5.1 million shares if demand is high, bank officials had previously said.

The amount of shares to be offered is about 60 percent of the shares in the company controlled by Naugatuck Valley’s mutual holding company. They were first offered for sale to account holders and tax-qualified employee plans in a subscription offering in May. Any unsold shares were then to be offered to the general public in a community offering and then, if necessary, in a broker-assisted syndicated community offering.

John Roman, president and CEO of Naugatuck Valley Financial, said the bank completed its offerings on June 14, when the stock closed at $7.61 per share on the Nasdaq stock market. The stock, which trades under the symbol NVSL, closed Friday at $7.45 per share, down 12 cents or 1.6 percent.

Roman said the bank had received “orders for stock purchases that exceed the minimum amount required to complete the conversion.” He added that he could not disclose the total amount of shares sold.

The final step in the conversion process is to receive approval from the federal Office of Thrift Supervision, which the bank expected to receive this week, Roman said.

The bank originally intended to convert to a public company as part of a plan to acquire Southern Connecticut Bancorp, but that plan fell apart in November, when both sides agreed to terminate the acquisition agreement due to regulatory opposition. After that deal faltered, Naugatuck Valley Financial decided to convert into a stock holding company on its own.

Naugatuck Valley Savings & Loan has 10 banking offices, assets of $581 million, and about 130 employees.