WASHINGTON – Documents filed on April 18 with the Securities and Exchange Commission reveal that Viewpoint Bank, the former $1.4 billion Community Credit Union, is preparing to reorganize into a mutual holding company and issue stock. Community Credit Union converted to a mutual savings bank charter in 2005. Under the reorganization Viewpoint, like other former credit unions, will be owned by another company, the Viewpoint Financial Group, which will issue stock. Viewpoint Mutual Holding Company, which depositors in the bank will control, will own 55% of the Financial Group while 45% will be offered to the public in an initial public offering to raise capital. At $10.00 per share, the former credit union plans to offer almost 7.1 million and just fewer than 9.6 million shares. The sale should net the bank between $68 million and $97 million, according to the filing. As with other, similar conversions the former CU executives, officers and board members are poised to cash in on the former CU's move. According to SEC filings, the former board members and executives collectively will buy just under 200,000 shares of the Viewpoint Financial Group, the company formed to make the stock offering. In addition, executives and directors will be eligible for an employee stock ownership plan, restricted awards of stock and stock options. According to the SEC filing, the stock purchases will break down as follows. *

Gary Base, CEO, director, 30,000 shares. *

Gary Basham, director, 25,000 shares. *

Jack Ersman, director, 25,000 shares. *

James McCarley, director, 27,500 shares. *

Karen O'Shea, director, 20,000 shares *

Keith Sockwell, director, 16,000 shares. *

Rosario (Rosie) Vela, director, 10,000 shares. *

Kenneth Yarbrough, director, 20,000 shares. Additionally, five other executives who are not directors have also purchased shares. *

Mark Hord, general counsel to the CU, 7,500 shares. *

Patti McKee, CFO for the CU, 5,000 shares. *

Patrick Ramsier, manager of commercial lending for the CU, 2,000 shares *

Donna Neal, chief lending officer for the CU, 1,500 shares One other individual executive officer, unnamed, will take 10,000 shares the filing said. The bank also said it would pay a dividend of $0.20 per share at the end of the first full quarter after the stock offering and that it will trade under the symbol VPFG. The minimum stock buy will be 25 shares and no one individual will be able to purchase more than 40,000 shares. Married couples or eligible family members or partnerships will not be able purchased together more than 70,000 shares. The filings show that a $3 per share “pop” or run up in the stock's price upon offering will make Base roughly $100,000. Ironically, should that come to pass, it will only add to a total compensation package of roughly $624,000 that base received in 2005, according to the SEC filings. The filings indicate that Base' compensation was roughly 2.5 times the salary of the next highest paid executive whose 2005 compensation was disclosed. And the pay and benefits will only keep going, according to the filing. Upon completion of the reorganization, Mr. Base's existing employment agreement with ViewPoint Bank will end, and ViewPoint Bank and ViewPoint Financial Group will enter into new employment agreements with Mr. Base, the filing said. These agreements will have a three-year term, with annual one-year extensions subject to approval by the board of directors. The initial annual base salary will be $460,000, Base's current annual salary, reviewed each year by the Board. According to the filings, Base will also be entitled under the employment agreements to: *

An annual incentive opportunity subject to performance goals approved by the board of directors, up to a maximum of 45% of his base salary, *

Participation in any stock-based compensation plans; a term life insurance policy in an amount of $750,000, *

An executive benefits allowance of $20,000 per year, *

Club membership dues and related fees and expenses for clubs approved by the board, *

A security system for his home and monthly service for the system, *

An annual medical examination, and *

Supplemental executive retirement plan approved by the board of directors, and participation in any other retirement plans, group insurance and other benefits provided to full time ViewPoint Bank employees generally and in which executive officers participate. Base also is entitled to expense reimbursement, professional and educational dues, expenses for programs related to ViewPoint Bank operations, including travel costs for himself and for his spouse if she accompanies him and, at the time his employment terminates for any reason, payment at the current rate of base salary for 90 days' accrued vacation, the filing said. -

dmorrison@cutimes.com

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Viewpoint Bank, Former Community CU, Readies Itself for IPO

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