1. CORPORATE STRUCTURE

 

Georgetown Bancorp, Inc. (the “Company”) completed a “second step” conversion to a fully public stock holding company on July 11, 2012. Georgetown Bank (the “Bank”) is a wholly owned subsidiary of the Company. Georgetown Securities Corporation, established in 1995 as a Massachusetts securities corporation for the purpose of buying, selling and holding securities on its own behalf, is a wholly owned subsidiary of the Bank.

 

On October 5, 2016, Salem Five Bancorp, a Massachusetts mutual holding company, Bright Star, Inc., a Maryland corporation and wholly-owned subsidiary of Salem Five Bancorp, and the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Bright Star, Inc. will merge with and into the Company.  Consummation of the merger is subject to certain conditions and is expected to occur in the second quarter of 2017.  Immediately following this, the Bank will merge with and into Salem Five Bancorp’s wholly-owned subsidiary, Salem Five Cents Savings Bank (“Salem Five Bank”).  Immediately following the merger of the two banks, the Company shall dissolve and liquidate into Salem Five Bancorp.  Included in these consolidated financial statements is $499,000 or merger related expenses, $490,000 of which were not deductible for income tax purposes.  See Note 18 of the Notes to the Consolidated Financial Statements for additional information.