FSB Community Bankshares in Fairport, N.Y., plans to convert from partial mutual ownership to a fully stock-owned bank.
The $256 million-asset holding company for Fairport Savings Bank plans to sell up to 1 million shares in a second-step conversion, as much as $9.2 million, according to a regulatory filing Friday. The company plans to change its name to FSB Bancorp.
FSB Community plans to invest about 79% of the proceeds in Fairport Savings Bank; use some of the rest to make a loan to its employee stock ownership plan so the ESOP can buy shares in the offering; and retain any remaining balance at the holding company level.
FSB Community's largest shareholder is a mutual holding company; it has a 53% ownership stake. The mutual holding company would be dissolved after the conversion.
FSB Community's second-largest shareholder is the activist investor Joseph Stilwell, who owns about 5.3% of the company.
Fairport Savings Bank operates five branches in the Rochester, N.Y., area. It also operates loan production offices in the Rochester area and in Buffalo, N.Y., and Watertown, N.Y. The bank also operates a wealth management division.
Sandler O'Neill and RP Financial are financial advisers to FSB Community, and Luse Gorman is legal counsel.