Replies to Post #3 onEBANK Financial Services Inc. (fka EBDC)

Replies to #3 on EBANK Financial Services Inc. (fka EBDC)

03/24/09 10:27 AM

#4 RE: madpirate #3

Interesting, this was the last press release I could find from their website: http://www.ebank.com/press_05162005.html

Contact Information:
Wayne W. Byers
(770) 805-6873
wbyers@ebank.com

EBANK FINANCIAL SERVICES, INC. ANNOUNCES SIGNING OF STANDSTILL AGREEMENT
ATLANTA, GA, May 16, 2005 - ebank Financial Services, Inc. (OTC BB: EBDC) (the "Company"), announced today the signing of a Standstill Agreement with Edward L. Terry, and certain of Mr. Terry's affiliates and Gary R. Rhineheart in conjunction with Messrs. Terry and Rhineheart's filing of a Change in Control Application with the Office of Thrift Supervision ("OTS"). Mr. Terry and Mr. Rhineheart, as part of an investor group, including Mr. Terry's affiliates, Davis Terry LP, Evelyn Terry, EMT Properties, Inc. Profit Sharing Plan and Salt River Ranch, LLC, currently own approximately 15.37% of the outstanding shares of the Company's common stock, subject to the terms of a Rebuttal of Presumption of Control filed with and accepted by the OTS in May 2004.

The Standstill Agreement permits Mr. Terry and Mr. Rhineheart to purchase, individually, up to 33% of the Company's voting securities in the market, and, so long as they own at least 25% of the Company's voting securities, to elect one person as a director of the Company. Messrs. Terry and Rhineheart also have agreed not to (i) participate in any "extra-ordinary transaction" with the Company or its affiliates, (ii) solicit proxies in opposition to Company management, or (iii) to become part of a "group" with any other persons. Among other things, the Standstill Agreement provides Messrs. Terry and Rhineheart piggyback registration rights with respect to their shares of Company common stock. The Company and Messrs. Terry and Rhineheart intend to explore, subject to approval of the parties and regulatory approvals, creating a mortgage company joint venture. The effectiveness of the Standstill Agreement is conditioned on OTS approval of the Messrs. Terry's and Rhineheart's Change in Control Notice.

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21 E of the Securities Exchange Act of 1934 that involve risks and uncertainties, including changes in economic conditions, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans and competition, the possibility and potential for a mortgage company joint venture between the Company and an affiliate of Mr. Terry and Mr. Rhineheart, the receipt of the necessary regulatory approvals, the terms and conditions of such approvals and the other risks described in the Company's SEC reports and filings under "Special Cautionary Notice Regarding Forward-Looking Statements" and "Risk Factors." You should not place undue reliance on forward-looking statements, since the statements speak only as of the date that they are made. The Company has no obligation and does not undertake to publicly update, revise or correct any of the forward-looking statements after the date of this press release, or after the respective dates on which such statements otherwise are made, whether as a result of new information, future events or otherwise.
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