Holding Company Will Implement Second Step Stock Conversion

Generations Bank Parent Would No Longer Be A Mutual Holding Company

Keith Griffin

May 13, 2020

Seneca-Cayuga Bancorp, Inc., the holding company for Generations Bank, together with the boards of directors of The Seneca Falls Savings Bank, the mutual holding company of Generations Bank and the 60% majority shareholder of Seneca-Cayuga Bancorp, and of Generations Bank, jointly announced that they expect to implement a second-step stock conversion in which the MHC would sell its majority ownership in the Company in a "second-step" stock offering.  

Simultaneously, Seneca-Cayuga, which is currently in the mutual holding company structure, would reorganize to a fully public stock holding company, according to an announcement from the company.

As part of the conversion and reorganization, Generations Bank would become a wholly owned subsidiary of a new holding company.  Shares of common stock of the Seneca-Cayuga Bancorp held by persons other than the mutual holding company (whose shares would be cancelled) would be converted into shares of common stock of the new holding company pursuant to an exchange ratio generally intended to preserve the percentage ownership interests of such persons.

President and CEO Menzo D. Case said, "Generations Bank, Seneca-Cayuga Bancorp and their [mutual holding company] are excited to jointly announce this important step for our organization.  We feel that a second step transaction is the best way to serve the interests of our stockholders, customers and community in today's challenging banking environment."

Bradford M. Jones, the chairman of the board of the company and the bank, added that "this transaction represents the culmination of a long strategic planning effort as to how to best provide cutting edge banking products and services to our community members.  Our bankers have worked long hours throughout the pandemic to provide much needed financial services in the Finger Lakes area and this transaction is yet another aspect of that effort."

The second step transaction will be subject to the approval of the company's stockholders (including approval by a majority of the shares held by persons other than the mutual holding company), the voting members of the mutual holding company (depositors of the bank), the board of governors of the Federal Reserve System and the Office of the Comptroller of the Currency.

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