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ATLANFED BANCORP, INC., TO ACQUIRE CAPITAL BANKSHARES INC.

 ATLANFED BANCORP, INC., TO ACQUIRE CAPITAL BANKSHARES INC.
 BALTIMORE, Md., Nov. 13, /PRNewswire/ -- Atlanfed Bancorp, Inc. (NASDAQ-NMS: AFED) and Capital Bankshares, Inc., Baltimore, jointly announced today the execution of a letter of intent providing for the acquisition of Capital Bankshares by Atlanfed Bancorp, Inc. The letter of intent calls for each of Capital Bankshares' 269,058 outstanding shares of common stock to be exchanged for $13.50 in cash for an aggregate of approximately $3.8 million (including the payment for options). Under the terms of the proposal, Capital Bankshares' wholly owned subsidiary, Capital Savings Bank, FSB will be merged into Atlanfed Bancorp's subsidiary, Atlantic Federal Savings Bank. The letter of intent requires completion of a definitive acquisition agreement, the receipt of fairness opinions, approval of Capital Bankshares' stockholders, regulatory approvals and satisfaction of a number of standard conditions. Capital Bankshares has granted an option to Atlanfed Bancorp, Inc. to acquire up to 24.9 percent of Capital Bankshares' common stock under certain circumstances relating to the acquisition of control of Capital Bankshares, none of which has occurred.
 Richard E. Funke, Atlanfed's chairman and chief executive officer, said: "Capital Bankshares has a strong record, a solid reputation and a long history of profitability. It operates a well- established franchise with deposits of approximately $57 million, total assets of approximately $62 million, and net worth of approximately $5 million.
 "We believe the transaction will be very beneficial to both institutions' shareholders and also to Capital Savings Bank's customers. This in-market acquisition will strengthen our combined market share within Anne Arundel and Baltimore Counties, and will not dilute Atlanfed Bancorp shareholders' earnings and book value. We intend to supplement their current services with an array of products and benefits we offer as a retail consumer bank. Deposits will remain insured by the FDIC."
 Michael J. Glenn, chairman and chief executive officer of Capital Bankshares, said: "This combination of two strong banks will yield a great many benefits for our customers. Because Atlantic Federal is also consumer-oriented, customers of Capital Savings Bank will have access to an additional 10 banking locations in Maryland and access to over 5,000 ATM machines in the MOST ATM Network. They will also be able to select from a wider number of financial products. Our customers will be the long-term beneficiaries of an expanded menu of services, backed by a financially strong bank." Glenn will become an officer of Atlanfed's Atlantic Federal Savings Bank.
 During the approval period, Capital Savings Bank's branches will continue business as usual. At the time the transaction is completed, Capital Savings Bank's customers will automatically become customers of Atlantic Federal Savings Bank, also an FDIC insured institution. Completion of the acquisition is expected in mid-1993.
 -0- 11/13/92
 /NOTE: MOST is a registered trademark./
 /CONTACT: Richard E. Funke, chairman of the board and president, or Michael P. Gavin, executive vice president, Atlanfed Bancorp, 410-938-8610; Michael J. Glenn, chairman of the board and president, Capital Bankshares, 410-560-2200/
 (AFED) CO: Atlanfed Bancorp, Inc.; Capital Bankshares, Inc. ST: Maryland IN: FIN SU: TNM


DC -- DC028 -- 0916 11/13/92 17:21 EST
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Publication:PR Newswire
Date:Nov 13, 1992
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