By Fili Sagapolutele

PAGO PAGO, American Samoa (Dec. 28, 2000 - PIDP/CPIS)--Amerika Samoa Bank (ASB) shareholders have until the close of business on December 29th, to decide whether to sell their shares back to the bank under the Australia New Zealand Banking Group’s (ANZ Bank) terms of acquisition.

Two weeks ago, ASB’s board of directors issued a public notice and reminder to the bank’s shareholders that the bank would buy back their shares for $39 per share.

The bank will buy back a minimum of 33,333 shares and a maximum of 51,282 shares. The buy-backs would cost ASB between $1.29 million and $1.99 million.

Those who accept the buy-back offer will be paid promptly after the December 29th deadline.

"In the view of ANZ, ASB has excess capital which, if not reduced, would make the acquisition uneconomical to ANZ (ANZ would incur a 30% withholding tax if it were to repatriate the excess capital to Australia after the acquisition closes)," according to ASB Board chairman Morris Scanlan in a letter to shareholders.

ANZ Bank announced its intent late last year to acquire ASB as a wholly owned subsidiary. ANZ owns $95 billion in assets and $8.1 billion in capital and profits of $947 million.

Negotiations led to a final agreement last April that was signed by the two banks. Reportedly, the subsidiary’s new name will be ANZ Amerika Samoa Bank but bank officials decline to comment.

If the merger is approved by the shareholders and closes, shareholders who do not accept the buy-back offer will become stockholders in the new company. Shareholders who do not dissent over the merger will receive the consideration outlined in the merger agreement in exchange for their ASB shares.

Current ASB interim-president Brant Judy is off-island and Scanlan could not be reached for comments.

Two federal regulatory agencies, the Federal Insurance Depository Corporation (FDIC) and the U.S. Federal Reserve, have approved the merger.

The merger also requires the approval of one more federal agency, the U.S. Security & Exchange Commission, which should come anytime soon.

There will be no immediate tax consequences for those who exchange their stock while those who sell their stock will face capital gains taxes if the stock appreciates during their ownership.

At present, ANZ officials are on-island preparing for a smooth transition, but none of the ANZ personnel are working for Amerika Samoa Bank at this time.

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