NewAlliance Bancshares is a new issue that is not an IPO. The offering is what is known as a “bank conversion.”

Here’s the story:

The New Haven Savings Bank of New Haven, Connecticut is converting from the mutual to stock form of organization. In the conversion, the bank will become a wholly owned subsidiary of the recently formed NewAlliance Bancshares. In separate transactions at the time of the conversion, NewAlliance will acquire Connecticut Bancshares, in Manchester, Connecticut, and Alliance Bancorp of New England, in Vernon, Connecticut.

Connecticut Bancshares

As part of the conversion, NewAlliance Bancshares will offer about 70 million shares at $10 each. The stock is expected to start trading on the Nasdaq National Market on or about April 1. IPO professionals speculate that the stock could trade about $13 per share in the aftermarket.

Now that’s worth looking into. But don’t start badgering your broker for stock in the offering. The best way to get in on the deal is to have been a long-term depositor.

Here’s how the distribution works:

The shares are offered for sale in a subscription according to the following priorities:

1) To eligible account holders with deposit accounts with aggregate balances of $50.00 or more on June 30, 2002.

2) To the bank’s employee stock ownership plan.

3) To supplemental eligible account holders (other than the bank’s directors and officers and their associates) with aggregate balances of $50.00 or more on December 31, 2003.

4) To officers, directors, and employees of New Haven Savings Bank who do not have a higher priority right.

5) To incorporators of New Haven Savings Bank who are not eligible account holders under categories (1) or (3).

Ryan Beck & Co., a New Jersey-based investment banker, will “assist” in the sales effort. The firm will not underwrite any of the stock being offered.

Since 2002, eight savings and loan associations have converted to a stock ownership organization, according to available records. They all have a couple of things in common. The subscription price was $10 per share for each. That’s a tip-off that an offering is a bank conversion. The prices of all bank conversions are set at $10 per share.

Each of the eight conversions closed their opening day’s trading at a premium.

All eight of the recent bank conversions recently closed above their $10-per-share subscription price. There were no losers in the crowd.

The average opening-day gain of the eight bank conversions was up 37.7 percent. The recent average gain was up 66 percent.

The Dow Jones Bank, Ex-S&L Index recently closed at 457.44, up 17.7 percent from its close of 388.75 on August 22, 2002. That was the date of the first of the recent bank conversions. The deal was First PacTrust Bancorp, based in Chula Vista, California.

First PacTrust Bancorp

The best

First PacTrust recently closed at $22.48 per share – up 125 percent from its subscription price of $10 per share.

The laggard

Clifton Savings Bancorp, based in Clifton, New Jersey, recently closed at $13.29 per share – up 33 percent from its subscription price of $10 per share.

Now it’s on to the future.

This week, beginning March 29, includes two new faces at the IPO window and a carryover from last week.

The new faces: Cutera and Santarus

Cutera plans to price 3,532,000 shares at $14 to $16 each to raise $53.7 million. Piper Jaffray is the lead manager. Acting as co-managers are SG Cowen and RBC Capital Markets.

Based in Brisbane, California, Cutera makes laser and other light-based products used by dermatologists, plastic surgeons, gynecologists, primary care physicians, and other qualified practitioners.

For the year ending December 31, 2003, Cutera reported net revenues of $39.1 million and net income of $3.1 million, or $1.47 per share.

For the year ending December 31, 2002, Cutera reported net revenues of $28.3 million and net income of $660,000, or 36 cents per share.

Bankers plan to price the deal on March 30, to trade the following day.

52-week percentage changes

Advanced Medical Supplies Index: up 26.1 percent

Nasdaq Composite Index: up 40.2 percent

Next up is Santarus. The company plans to price 7.1 million shares at $11 to $13 each to raise $85.2 million. SG Cowen and UBS Investment Bank are the co-lead managers. Acting as co-managers are Thomas Weisel Partners and RBC Capital Markets.

UBS

Based in San Diego, Santarus is a specialty pharmaceutical company developing products to prevent and treat heartburn and other gastrointestinal diseases and disorders.

For the year ending December 31, 2003, Santarus had no revenues and a net loss of $22.5 million.

For the year ending December 31, 2002, Santarus reported sub-license revenues of $8 million and a net loss of $14.7 million.

As of December 31, 2003, Santarus had an accumulated deficit of $55.7 million.

Bankers plan to price the deal on March 30, to trade the following day.

52-week percentage changes

Pharmaceuticals Index: up 23 percent

Nasdaq Composite Index: up 40.2 percent

The carryover

JED Oil plans to price 1.67 million shares at $5.50 each to raise $9.2 million. The deal has been increased from 1.5 million shares. Gilford Securities is the lead manager. The delay was due to a question from the U.S. Securities and Exchange Commission, not “due to market conditions,” as a spokesperson for the underwriter explained.

plans to price 1.67 million shares at $5.50 each to raise $9.2 million. The deal has been increased from 1.5 million shares. Gilford Securities is the lead manager. The delay was due to a question from the U.S. Securities and Exchange Commission, not “due to market conditions,” as a spokesperson for the underwriter explained.

Based in Canada, JED Oil was formed in September 2003. The prospectus says the company expects to begin operations this year to develop and operate oil and natural gas properties, mostly in western Canada. As of March 9, it had about 37 employees and consultants.

From its inception on September 3, 2003, to December 31, 2003, the company reported revenues of $49,000 and a net loss of $360,000.

Bankers plan to price the deal on March 29, to trade the following day.

52-week percentage changes

Dow Jones Oil Companies, Secondary Index: up 33.6 percent

Nasdaq Composite Index: up 40.2 percent

There’s no real “Pick of The Week” among the small IPO litter of Cutera, a medical device company; Santarus, a specialty pharmaceutical company; and JED Oil, an oil and gas company.

But a word to the wise: Biopharmaceutical IPOs have clearly struggled.

Consider the following

Anadys Pharmaceuticals, a San Diego-based biopharmaceutical company engaged in the discovery of medicines to treat hepatitis, priced its IPO on March 25, at $7 per share, down from its original filing range of $11 to $14 per share.

Tercica, a South San Francisco-based biopharmaceutical company focusing on the treatment of diabetes and other endocrine system disorders, priced its IPO on March 16, at $9 per share, down from its original filing range of $13 to $15 per share. It recently sold at $8.97 per share.

Xcyte Therapies, a Seattle-based biotechnology company developing products to treat cancer, infectious diseases, and other medical conditions associated with weakened immune systems, priced its IPO at $9 per share, down from its original filing range of $14 to $16 per share. It recently sold at $7.35 per share.

, a Seattle-based biotechnology company developing products to treat cancer, infectious diseases, and other medical conditions associated with weakened immune systems, priced its IPO at $9 per share, down from its original filing range of $14 to $16 per share. It recently sold at $7.35 per share.

The buzz

Santarus filed for an IPO on December 23, 2003. The Dow Jones Pharmaceutical Index closed that day at 280.29.

The Dow Jones Pharmaceutical Index closed at its 52-week high of 305.31 on February 11.

Santarus set proposed offering terms on March 9, to price 7.1 million shares at $11 to $13 each to raise $85.2 million. The Dow Jones Pharmaceutical Index closed that day at 295.49, down 3.2 percent from its February 11 high.

Santarus expects to price its IPO on Tuesday, March 30. The Dow Jones Pharmaceutical Index closed on March 25 at 274.21, down 10.2 percent from its February 11 high.

This isn’t to say the deal won’t get done. But the wind is in its face. Nevertheless, on Wall Street everything is for sale – for a price.