Firstfed America Bancorp, Inc.
Ticker:FAB One North Main Street
Exchange:American Stock Exchange Fall River, MA 02720
Industry:Financial (SIC Code 6035) (508) 679-8181

Offering Information
Type of Shares:Common Shares Filing Date:9/27/96
U.S. Shares:8,067,000 Offer Date:1/15/97
Non-U.S. Shares:0 Filing Price:$10.00
Primary Shares:8,067,000 Offer Price:$10.00
Secondary Shares:0 Gross Spread:$0.30
Offering Amount: $80,670,000 Selling:
Expenses:$1,144,000 Reallowance:
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Sandler O'Neill & Partners. L.P.Lead Manager (212) 466-7737

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Muldoon, Murphy & Faucette
Bank's Law Firm: Breyer & Aguggia
Auditor: KPMG Peat Marwick
Registrar/Transfer Agent: First National Bank of Boston

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
3/31/96 9/30/96 9/30/95 9/30/96
Revenue:$50.64$31.82$24.29Assets:$874.16
Net Income:$4.60$0.47$2.62Curr Assets:
EPS:Liabilities:$827.20
Prior EPS:Curr Liabilities:
Cash Flow/Oper:$0.99Equity:$46.96
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a Delaware corporation recently organized by the Bank for the purpose of acquiring all of the capital stock of the Bank to be issued in the COnversion. Immediately following the Conversion, the only significant assets of the company will be the capital stock of the Bank and a wholly-owned subsidiary incorporated under the laws of Massachusetts which intends to loan funds to the Bank's ESOP to the extent such loan is not funded by a third party lender, and the net proceeds of the Offerings retained by the company. The company will pill purchase all of the capital stock of the Bank to be issued upon Conversion in exchange for the greater of that portion of the net proceeds sufficient to increase the Bank's tangible capital to 10% of the Bank's total adjusted assets or up to 50% of the net proceeds, with the remaining net proceeds to be retained by the company. Funds retained by the company will be used for general business activities, including the capitalization of the ESOP Loan Subsidiary which intends to loan funds to the ESOP to enable the ESOP to purchase up to 8% of the Common Stock issued in the Conversion, including shares issued to the Foundation.

Use of Proceeds
The proceeds from the proposed offering will be used to purchase all of the outstanding capital stock of the company.

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