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ELMWOOD FEDERAL ANNOUNCES ANNUAL MEETING, FORMATION OF HOLDING COMPANY AND RE-ENGAGEMENT OF RYAN, BECK & CO.

 ELMWOOD FEDERAL ANNOUNCES ANNUAL MEETING,
 FORMATION OF HOLDING COMPANY AND RE-ENGAGEMENT OF RYAN, BECK & CO.
 MEDIA, Pa., April 7 /PRNewswire/ -- The board of directors of Elmwood Federal Savings Bank (NASDAQ: EFSB) announced today that the annual meeting of stockholders will be held at 9:30 a.m. on May 13, 1992, and that the record date for the annual meeting has been set at March 19, 1992.
 The board of directors will be presenting to stockholders for their approval the following matters: (i) the election of directors, (ii) formation of the holding company discussed below, and (iii) ratification of independent auditors.
 The board also announced that it has adopted an agreement and plan of reorganization whereby Elmwood Federal would form a holding company structure. Upon completion, the new company, to be known as "Elmwood Bancorp, Inc.," would own 100 percent of the outstanding capital stock of Elmwood Federal. The present stockholders of Elmwood Federal would, by operation of law, become stockholders of the holding company. Initially, the sole asset of the holding company, aside from its capitalization, will be the ownership of Elmwood Federal's capital stock. The reorganization is subject to stockholder and regulatory approval and is expected to be completed during the third quarter of this year. Frank C. Freeman, chairman of the board of Elmwood Federal, stated, "The holding company structure will provide Elmwood with increased flexibility in corporate matters including, among others, the ability to quickly effect a stock repurchase program when the board determines that market conditions are advantageous and such a program would benefit Elmwood's stockholders. The holding company will be chartered in Pennsylvania, and the board has determined to have the holding company opt out of certain provisions of Pennsylvania law which may have an anti-takeover effect."
 The board of directors further announced that it has reaffirmed its long-standing commitment to maximizing stockholder value. Freeman indicated, "The Shareholder Enhancement Committee of the board has been reactivated and instructed to take steps necessary to explore all methods available to enhance stockholder value, including the possible sale of Elmwood at a price which is determined by the board to be fair, from a financial point of view, to the stockholders. In furtherance of this objective, the board has renewed its engagement of Ryan Beck & Co., Inc., an investment banking firm specializing in the representation of financial institutions, to provide financial consulting and investment banking services to assist the board in exploring methods to enhance stockholder value."
 In addition to its administrative offices located in Media, Elmwood Federal has nine offices in suburban Philadelphia. The bank's deposits are insured by the Federal Deposit Insurance Corporation.
 /delval/
 -0- 4/7/92
 /CONTACT: Frank C. Freeman, chairman and acting chief executive officer of Elmwood Federal Savings Bank, 215-565-8200/ CO: Elmwood Federal Savings Bank; Elmwood Bancorp, Inc. ST: Pennsylvania IN: FIN SU: RCN


CC-JS -- PH035 -- 5958 04/07/92 16:55 EDT
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Publication:PR Newswire
Date:Apr 7, 1992
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