EX-99.4 24 ex99-4.htm EXHIBIT 99.4 ex99-4.htm
EXHIBIT 99.4
 
RP® FINANCIAL, LC.                                                     
Serving the Financial Services Industry Since 1988
 
June 29, 2011
 
Boards of Directors
West End Bank, MHC
West End Bancshares, Inc.
West End Bank, S.B.
34 South 7th Street
Richmond, Indiana 47374
 
Re:          Plan of Conversion and Reorganization
West End Bank, MHC                              
 
Members of the Boards of Directors:
 
All capitalized terms not otherwise defined in this letter have the meanings given such terms in the Plan of Conversion and Reorganization (the “Plan”) adopted by the Board of Directors of West End Bank, MHC (the “MHC”), which is based in Richmond, Indiana.  The Plan provides for the conversion of the MHC into the stock form of organization. Pursuant to the Plan, the MHC will be merged into West End Bancshares, Inc. (the “Mid-Tier”) and the Mid-Tier will merge with West End Indiana Bancshares, Inc., a newly formed Maryland corporation (the “Company”) with the Company as the resulting entity, and the MHC will no longer exist.  As part of the Plan, the Company will sell shares of common stock in an offering that will represent the ownership interest in the Mid-Tier now owned by the MHC.
 
We understand that in accordance with the Plan, depositors will receive rights in a liquidation account maintained by the Company representing the amount of (i) the MHC’s ownership interest in the Mid-Tier’s total stockholders’ equity as of the date of the latest statement of financial condition used in the prospectus plus (ii) the value of the net assets of the MHC as of the date of the latest statement of financial condition of the MHC prior to the consummation of the conversion (excluding its ownership of the Mid-Tier). The Company shall continue to hold the liquidation account for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain deposits in West End Bank, S.B.  We further understand that West End Bank, S.B. will also establish a liquidation account in an amount equal to the Company’s liquidation account, pursuant to the Plan.  The liquidation accounts are designed to provide payments to depositors of their liquidation interests in the event of liquidation of West End Bank, S.B. (or the Company and West End Bank, S.B.).
 
In the unlikely event that either West End Bank, S.B. (or the Company and West End Bank, S.B.) were to liquidate after the conversion, all claims of creditors, including those of depositors, would be paid first, followed by distribution to depositors as of March 31, 2010 and depositors as of the last day of the calendar quarter immediately preceding the date on which the Office of Thrift Supervision, or the Federal Reserve Board (“FRB”) as its successor, approves the MHC’s application for conversion, of the liquidation account maintained by the Company.  Also, in a complete liquidation of both entities, or of West End Bank, S.B., when the Company has insufficient assets (other than the stock of West End Bank, S.B.), to fund the liquidation account distribution due to Eligible Account Holders and Supplemental Eligible Account Holders and West End Bank, S.B. has positive net worth, West End Bank, S.B. shall immediately make a distribution to fund the Company’s remaining obligations under the liquidation account. The Plan further provides that if the Company is completely liquidated or sold apart from a sale or liquidation of West End Bank, S.B., then the rights of Eligible Account Holders and Supplemental Eligible Account Holders in the liquidation account maintained by the Company shall be surrendered and treated as a liquidation account in West End Bank, S.B., the bank liquidation account and depositors shall have an equivalent interest in such bank liquidation account, subject to the same rights and terms as the liquidation account.
 
   
Washington Headquarters
  
Three Ballston Plaza
Telephone:  (703) 528-1700
1100 North Glebe Road, Suite 1100
Fax No.:  (703) 528-1788
Arlington, VA  22201
Toll-Free No.:  (866) 723-0594
www.rpfinancial.com
E-Mail:  mail@rpfinancial.com
 
 
 
 
 
RP Financial, LC.
Board of Directors
December 29, 1999
Page 2
 
Based upon our review of the Plan and our observations that the liquidation rights become payable only upon the unlikely event of the liquidation of West End Bank, S.B. (or the Company and West End Bank, S.B.), that liquidation rights in the Company automatically transfer to West End Bank, S.B. in the event the Company is completely liquidated or sold apart from a sale or liquidation of West End Bank, S.B., and that after two years from the date of conversion and upon written request of the OTS, or the FRB as its successor, the Company will transfer the liquidation account and depositors’ interest in such account to West End Bank, S.B. and the liquidation account shall thereupon become the liquidation account of West End Bank, S.B. no longer subject to the Company’s creditors, we are of the belief that: the benefit provided by the West End Bank, S.B. liquidation account supporting the payment of the liquidation account in the event the Company lacks sufficient net assets does not have any economic value at the time of the transactions contemplated in the first and second paragraphs above.  We note that we have not undertaken any independent investigation of state or federal law or the position of the Internal Revenue Service with respect to this issue.
 
Sincerely,
 
/s/ RP Financial, LC.
RP Financial, LC.