Atlantic Coast Federal Corporation (the "Company") (NASDAQ:ACFC), today announced that the Boards of Directors of its mutual holding company, Atlantic Coast Federal, MHC (the "Mutual Holding Company"), the Company and Atlantic Coast Bank (the "Bank") have adopted a plan to convert the Mutual Holding Company from the mutual to stock form of organization. The Mutual Holding Company is a federally chartered mutual holding company and currently owns approximately 65% of the outstanding shares of common stock of the Company, which owns 100% of the issued and outstanding shares of the capital stock of the Bank.
In connection with the conversion, a new holding company will offer shares of its common stock in an amount representing the Mutual Holding Company's 65% ownership interest in the Company based on an independent appraisal of the new holding company. The shares will be offered and sold to the following persons in the following order of priority: (1) depositors of the Bank as of March 31, 2009; (2) the Bank's employee stock ownership plan; (3) depositors as of the end of the calendar quarter preceding the commencement of the offering; and (4) depositors of the Bank entitled to vote on the conversion proposal. If necessary, any unsold shares will be offered to the general public including the Company's existing stockholders entitled to vote on the conversion proposal. In addition, upon completion of the conversion of the Mutual Holding Company, shares of the Company's common stock held by public stockholders will be exchanged for shares of common stock of the new holding company pursuant to an exchange ratio designed to preserve their aggregate ownership interest in the Company. As a result of the conversion and offering, the Mutual Holding Company and Company will cease to exist and the new holding company will become the Bank's new parent holding company.