Exhibit 99.3
July 23, 2007
To the Holders of Factory Point Bancorp, Inc. Common Stock:
In connection with the merger of Factory Point Bancorp, Inc. (“Factory Point Bancorp”) with and into Berkshire Hills Bancorp, Inc. (“Berkshire Hills Bancorp”), you may elect to exchange your shares of Factory Point Bancorp stock for either cash, shares of Berkshire Hills Bancorp common stock or a combination of cash and shares of Berkshire Hills Bancorp common stock. Your merger consideration election is subject to the allocation and proration procedures set forth in the Agreement and Plan of Merger by and between Berkshire Hills Bancorp and Factory Point Bancorp. The merger is expected to occur late in the third quarter of 2007 or early in the fourth quarter, though it is still subject to the satisfaction of several conditions, including obtaining all shareholder and regulatory approvals. A complete description of the merger, including the allocation and proration procedures, is included in the Joint Proxy Statement/Prospectus dated July 17, 2007, a copy of which is being provided to you under separate cover.
If your shares of Factory Point Bancorp common stock are held through a broker, investment dealer, bank, trust company or other intermediary, you should contact that intermediary as soon as possible for instructions and assistance in delivering your shares of Factory Point Bancorp common stock.
Enclosed is an Election Form and Letter of Transmittal that you must complete, sign and return with all of your Factory Point Bancorp stock certificates to the Exchange Agent, Registrar and Transfer Company, in order to make an election. Please use the enclosed envelope to return these materials. Do not send your stock certificates to Factory Point Bancorp or Berkshire Hills Bancorp.
In order for your election to be effective, Registrar and Transfer Company must receive your properly completed Election Form, together with your Factory Point Bancorp stock certificates, no later than 5:00 p.m., Eastern time, on September 5, 2007. Please carefully follow the instructions provided in the Election Form. Please note that: (i) you may change or revoke your election at any time prior to the election deadline by following the instructions provided with the Election Form and Letter of Transmittal; and (ii) after the election deadline you will not be able to transfer or otherwise have access to your Factory Point Bancorp common stock.
If you do not make your election properly and on time, you will be deemed to have made a “non election.” As a result, you will receive either cash, shares of Berkshire Hills Bancorp common stock or a combination of cash and shares of Berkshire Hills Bancorp common stock as determined by Berkshire Hills Bancorp and the Exchange Agent in accordance with the allocation and proration procedures set forth in the Agreement and Plan of Merger. Following the completion of the merger, if you have not surrendered your Factory Point Bancorp stock certificates, you will not receive any certificates representing shares of Berkshire Hills Bancorp common stock (or any dividends declared on such stock) or any cash that may be issuable in exchange for your Factory Point Bancorp common stock. No interest will be accrued and/or paid on the cash payable in exchange for your shares of Factory Point Bancorp stock or for dividends declared subsequent to the completion of the merger pending surrender of your stock.
If you have any questions regarding the Election Form and Letter of Transmittal, please call the Exchange Agent, Registrar and Transfer Company, at 800-368-5948.
Sincerely,
Michael P. Daly
President and Chief Executive Officer
Berkshire Hills Bancorp, Inc.
24 North Street, Pittsfield, MA 01201 (413) 443-5601 • 1-800-773-5601
ELECTION FORM AND LETTER OF TRANSMITTAL
This Election Form is being delivered in connection with the Agreement and Plan of Merger (the “Merger Agreement”) between Factory Point Bancorp, Inc. and Berkshire Hills Bancorp, Inc. whereby Factory Point Bancorp, Inc. will merge with and into Berkshire Hills Bancorp, Inc.
EXCHANGE AGENT: REGISTRAR AND TRANSFER COMPANY
Mailing Address: | To be effective, this Election Form must be received by the Exchange Agent no later than 5:00 p.m. EST on September 5, 2007 together with the stock certificate(s) representing such shares of Factory Point Bancorp, Inc. common stock or a Notice of Guaranteed Delivery. Please read the instructions carefully before completing this form. For assistance: (800) 368-5948 | | By Hand: |
Registrar and Transfer Company | | Registrar and Transfer Company |
Attn: Reorg/Exchange Dept. | | Attn: Reorg/Exchange Dept. |
P.O. Box 645 | | 10 Commerce Drive |
Cranford, New Jersey 07016-0645 | | Cranford, New Jersey 07016 |
DESCRIPTION OF CERTIFICATES SURRENDERED
Certificate(s) Enclosed (Attach List if necessary) | | |
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(See Instructions) | | Certificate | | Shares Represented |
Name(s) and Address of Registered Holder(s) | | Number(s) | | by Certificate(s) |
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| | TOTAL SHARES |
o Check the box to the left if you have lost any of your stock certificates and complete the Affidavit For Lost Stock Certificates on the reverse side (See Instruction B5).
ELECTION OPTIONS (MARK ONLY ONE BOX) EXPIRATION 5:00 P.M. EST ON SEPTEMBER 5, 2007
(See Instruction A3)
o ALL STOCK ELECTION: Exchange each share of Factory Point Bancorp, Inc. common stock for 0.5844 shares of Berkshire Hills Bancorp, Inc. common stock plus cash in lieu of any fractional shares (“Stock Election”).
o ALL CASH ELECTION: Exchange each share of Factory Point Bancorp, Inc. common stock for $19.50 per share (“Cash Election”).
o COMBINATION STOCK/CASH ELECTION: Exchange shares of Factory Point Bancorp, Inc. common stock for Berkshire Hills Bancorp, Inc. common stock and the remainder in cash (“Combination Election”). (Please write in the blank the number of shares you would like to exchange for Berkshire Hills Bancorp, Inc. common stock.)
o NO ELECTION: No preference with respect to the receipt of either Berkshire Hills Bancorp, Inc. common stock or cash.
IMPORTANT: IF YOU DO NOT SELECT AN OPTION OR SELECT MORE THAN ONE, IT WILL BE ASSUMED THAT AS TO THESE SHARES YOU HAVE NO PREFERENCE AND THE SHARES SHALL BE DESIGNATED NON ELECTION SHARES. IN ADDITION, YOUR ELECTION IS SUBJECT TO CERTAIN LIMITS AND ALLOCATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT.
It is understood that this election is subject to the terms, conditions and limitations set forth in the Merger Agreement and this Election Form. In particular, all elections are subject to the limitation that, on an aggregate basis, 80% of Factory Point Bancorp, Inc. common stock will be converted into Berkshire Hills Bancorp, Inc. common stock and 20% of Factory Point Bancorp, Inc. common stock will be converted into cash. Berkshire Hills Bancorp, Inc. cannot, therefore, ensure that Factory Point Bancorp, Inc. shareholders will receive their election choices. Any adjustments to the elections will be made in accordance with the allocation and proration procedures set forth in the Merger Agreement that is attached as Annex A to the Joint Proxy Statement/Prospectus.
The undersigned represents and warrants that the undersigned has full power and authority to submit, sell, assign and transfer the above described shares of Factory Point Bancorp, Inc. common stock and that when accepted for exchange by Berkshire Hills Bancorp, Inc. will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances. The undersigned irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned with full power of substitution to exchange certificates formerly representing shares of Factory Point Bancorp, Inc. together with accompanying evidence of transfer and authenticity, for certificates representing shares of Berkshire Hills Bancorp, Inc. or cash, as set forth under “Election Options” and as provided in the Merger Agreement. Delivery of the enclosed certificate(s) shall be effected, and the risk of loss and title to such certificate(s) shall pass, only upon proper delivery thereof to the Exchange Agent. All authority herein conferred shall survive the death or incapacity of, and any obligation of the undersigned hereunder shall be binding on the heirs, personal representatives, successors and assigns of, the undersigned.
SPECIAL PAYMENT AND/OR ISSUANCE INSTRUCTIONS
(See Instructions B1 and 2)
To be completed ONLY if (i) the Certificate to be issued and/or (ii) the check in exchange for the Certificate(s) surrendered herewith are to be issued in the name of someone other than the undersigned. The taxpayer identification number of the new owner must be provided. (See Instruction B7)
Issue and deliver Certificate and/or check to:
Name: | |
(Please Print First, Middle & Last Name) |
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Address: | |
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(including Zip Code) |
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Dated | |
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SPECIAL DELIVERY INSTRUCTIONS
(See Instruction B4)
Complete ONLY if the Certificate and/or the check, as applicable, is to be delivered to someone other than the undersigned or to the undersigned at an address other than that shown under the undersigned’s name at the top of the letter.
Mail Certificate and/or check to:
Name: | |
(Please Print First, Middle & Last Name) |
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Address: | |
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(including Zip Code) |
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IMPORTANT – THE BOX BELOW MUST BE SIGNED AND DATED AND THE SUBSTITUTE FORM W-9
ON THE REVERSE SIDE MUST BE COMPLETED WITH SIGNATURE AND TAX ID NUMBER
IMPORTANT
SHAREHOLDER SIGN HERE
(Also Complete Substitute Form W-9)
Must be signed by registered holder(s) exactly as name(s) appear on stock certificate(s). If signature is by attorney, executor, administrator, trustee or guardian, agent or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction B1.
Dated | |
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Name(s): | |
(Please Print) |
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Capacity: | |
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Area Code and Telephone No.: | |
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MEDALLION SIGNATURE GUARANTEE
Required only if Special Payment and/or Issuance Instructions are provided.
(See Instruction B2)
The signature(s) should be guaranteed by an Eligible Financial Institution or a member of a registered National Securities Exchange or the NASD pursuant to Securities and Exchange Commission Rule 17Ad-15.
PAYER’S NAME: BERKSHIRE HILLS BANCORP, INC.
SUBSTITUTE
Form W-9
Department of the Treasury
Internal Revenue Service
Payer’s Request for Taxpayer
Identification Number
(See Instruction No. B7.)
Please fill in your name and address below.
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Name | |
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Business name, if different from above | |
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Check appropriate box: | |
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o Individual/Sole proprietor | o Corporation |
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o Partnership | o Other |
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o Exempt from backup withholding | |
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Address (number and street) | |
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City, State and ZIP Code | |
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Part 1 — TAXPAYER IDENTIFICATION NO. - FOR ALL | | |
ACCOUNTS ENTER YOUR TAXPAYER IDENTIFICATION | Social Security Number(s) |
NUMBER IN THE APPROPRIATE BOX. FOR MOST INDIVIDUALS | |
AND SOLE PROPRIETORS, THIS IS YOUR SOCIAL SECURITY | OR |
NUMBER. FOR OTHER ENTITIES, IT IS YOUR EMPLOYER | |
IDENTIFICATION NUMBER. | Employer Identification Number(s) |
Part 2 — Certification — For Payees Exempt from Backup Withholding — Under penalties of perjury, I certify that:
(1) The number shown on the form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); and
(2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and
(3) I am a U.S. person (including a U.S. resident alien).
Certification Instructions — You must cross out Part 2 above if you have been notified by the IRS that you are currently
subject to backup withholding because you have failed to report all interest and dividends on your tax return and you have not been notified by the IRS that you are no longer subject to backup withholding. For real estate transactions, Part 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING AT THE APPLICABLE WITHHOLDING RATE OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW INSTRUCTION B7 FOR ADDITIONAL INFORMATION.
INSTRUCTIONS
A. Special Conditions
1. Time in which to Make an Election. To be effective, a properly completed Election Form accompanied by the stock certificate(s) representing all of the holder’s shares of Factory Point Bancorp, Inc. common stock or a Notice of Guaranteed Delivery must be received by Registrar and Transfer Company, the Exchange Agent, not later than 5:00 p.m., EST on September 5, 2007 (“Election Deadline”). Holders of Factory Point Bancorp, Inc. common stock whose Election Form and certificate(s) are not so received or who revoke their Election Form will be considered a Non-Electing Shareholder. See Instruction A7 below. The method of delivery of all documents is at the option and risk of the Factory Point Bancorp, Inc. shareholder, but if sent by mail, registered mail, properly insured, with return receipt requested, is recommended.
2. Description of Certificates. Insert in the box at the top of the Election Form marked “Description of Certificates Surrendered” the certificate number(s) of the Factory Point Bancorp, Inc. common stock certificate(s) that you are surrendering herewith, the number of shares represented by each certificate, and the name(s) and address(es) of the registered owners of such certificates. If the space provided is insufficient, attach a separate sheet listing this information.
3. Election Options. In the box marked “Election Options,” indicate whether you would like to receive in exchange for your shares of Factory Point Bancorp, Inc. common stock, only shares of Berkshire Hills Bancorp, Inc. common stock, only cash, a combination of Berkshire Hills Bancorp, Inc. common stock and cash or “Non Election”. Mark only one selection in this box. The Merger Agreement limits the amount of cash and the amount of Berkshire Hills Bancorp, Inc. common stock that can be issued in the Merger, and it thus may not be possible for all elections to be honored in full. To find out more about these limits and the allocation method that will be used, please see “Consideration to be received in the Merger,” “Cash or Stock Election” and “Election Procedures; Surrender of Stock Certificates” on pages 53-56 of the Joint Prospectus/Proxy Statement.
4. Change or Revocation of Election. A holder of shares of Factory Point Bancorp, Inc. common stock who has made an election may at any time prior to the Election Deadline change such election by submitting to the Exchange Agent a revised Election Form, properly completed and signed, that is received by the Exchange Agent prior to the Election Deadline.
5. Joint Forms of Election. Holders of shares of Factory Point Bancorp, Inc. common stock who make a joint election will be considered to be a single holder of such shares. Joint Election Forms and Letters of Transmittal may be submitted only by persons submitting certificates registered in different forms of the same name (e.g. “John Smith” on one certificate and “J. Smith” on another) and by persons who may be considered to own each other’s shares by reasn of the ownership attribution rules contained in Section 318(a) of the Internal Revenue Code of 1986, as amended. If this Election Form is submitted as a joint Election Form, each record holder of shares of Factory Point Bancorp, Inc. common stock covered hereby must properly sign this Election Form in accordance with Instruction B1, attaching additional sheets if necessary. The signatures of such holders will be deemed to constitute a certification that the persons submitting a joint Election Form are eligible to do so.
6. Forms of Election Nominees. Any record holder of shares of Factory Point Bancorp, Inc. common stock who is a nominee may submit one or more Election Forms and Letters of Transmittal, indicating on the form or forms a combination of Elections covering up to the aggregate number of shares of Factory Point Bancorp, Inc. common stock owned by such record holder. However, upon the request of Berkshire Hills Bancorp, Inc. such record holders will be required to certify to the satisfaction of Berkshire Hills Bancorp, Inc. that such record holder holds such shares of Factory Point Bancorp, Inc. common stock as nominee for the beneficial owners of such shares. Each beneficial owner for whom such an Election Form is so submitted will be treated as a separate shareholder of Factory Point Bancorp, Inc. for purposes of allocation Berkshire Hills Bancorp, Inc. common stock and cash payments to be issued upon consummation of the Merger.
7. Shares as to Which No Election is Made. Holders of shares of Factory Point Bancorp, Inc. common stock who mark the “No Election” box on this Election Form, or who fail to submit a properly completed Election Form together with certificate(s) representing their shares of Factory Point Bancorp, Inc. common stock by the Election Deadline, or who revoke their previously submitted Election Form and fail to submit a properly completed Election Form together with certificate(s) representing their shares of Factory Point Bancorp, Inc. common stock (“Non-Electing Shareholder”), shall have their shares of Factory Point Bancorp, Inc. common stock converted into the right to receive cash or shares of Berkshire Hills Bancorp, Inc. common stock, for each share they own in accordance with the allocation and proration provisions set forth in the Merger Agreement. In addition, a holder who does not tender an Election for all of his or her shares will be deemed to be a Non-Electing Shareholder with respect to those shares not tendered.
B. General.
1. Signatures. The signature (or signatures, in this case of certificates owned by two or more joint holders of certificates for which a joint Election Form is submitted) on the Election Form should correspond exactly with the name(s) as written on the face of the certificate(s) unless the shares of Factory Point Bancorp, Inc. common stock described on this Election Form have been assigned by the registered holder(s), in which event this Election Form should be signed in exactly the same form as the name of the last transferee indicated on the transfer attached to or endorsed on the certificate(s).
If this Election Form is signed by a person other than the registered owner of the certificate(s) listed, the certificate(s) must be endorsed or accompanied by appropriate stock power(s), in either case signed by the registered owner(s) in the name(s) that appear on the certificate(s), and the signature(s) appearing on such endorsement(s) or stock power(s) and on this Election Form must be guaranteed by an eligible financial institution or broker who is a member/participant in a Medallion Program approved by the Securities Transfer Association, Inc.
If this Election Form is signed by a trustee, executor, administrator, guardian, officer of a corporation, attorney-in-fact or by any others acting in a representative or fiduciary capacity, the person signing, unless he or she is the registered owner, must give such person’s full title in such capacity, and appropriate evidence of authority to act in such capacity must be forwarded to the Exchange Agent with this Election Form.
The certificate(s) may be surrendered by a firm acting as agent for the registered holder(s) if such firm is a member of a registered National Securities Exchange or of the NASD or is a commercial bank or trust company in the United States.
2. Special Payment and/or Issuance Instructions. If checks or certificates representing Berkshire Hills Bancorp, Inc. common stock are to be payable to the order of or registered in other than exactly the name(s) that appear(s) on the certificate(s) representing shares of Factory Point Bancorp, Inc. common stock being submitted herewith, the certificate(s) submitted herewith must be accompanied by appropriate signed stock power(s), and the signature(s) appearing on such stock power(s) and on this Election Form must be guaranteed by an Eligible Financial Institution or broker who is a member/participant in a Medallion Program approved by the Securities Transfer Association, Inc. Please also complete the box titled “Special Payment and/or Issuance Instructions” on the Election Form.
3. Stock Transfer Taxes. It will be a condition to the issuance of any check or certificate representing shares of Berkshire Hills Bancorp, Inc. common stock in any name(s) other than the name(s) in which the surrendered certificate(s) for shares of Factory Point Bancorp, Inc. common stock is (are) registered that the person(s) requesting the issuance of such check or certificate representing shares of Berkshire Hills Bancorp, Inc. common stock either pay to the Exchange Agent any transfer or other taxes required by reason of such issuance, or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable.
4. Special Delivery Instructions. If checks or certificates representing shares of Berkshire Hills Bancorp, Inc. common stock are to be delivered to someone other than the registered holder(s), or to the registered holder(s) at an address other than that appearing above, please complete the box titled “Special Delivery Instructions.”
5. Lost Certificate. If your certificate(s) representing shares of Factory Point Bancorp, Inc. common stock has (have) been lost, stolen or destroyed, you should check the box on the face of the Election Form indicating that the certificate(s) is lost, complete the rest of the form, including the Affidavit For Lost Stock Certificate(s) below and return it to the Exchange Agent, along with a check payable to Seaboard Surety Company in the amount of 1.5% of the market value of the lost certificate(s) (at $19.50 per share) and with any certificate(s) of Factory Point Bancorp, Inc. common stock in your possession (bond premium calculation: current market value x number of shares lost, stolen or destroyed x 1.5% = bond premium - example 100 shares of Factory Point Bancorp, Inc. x $19.50 MV x 1.5% = $29.25 bond premium (minimum $25.00). If your bond premium exceeds $1,500 you must contact Registrar and Transfer Company (800) 368-5948 immediately. The Election Form and related documents cannot be processed until the lost, stolen or destroyed certificate(s) has (have) been replaced. If all the necessary documents are not returned prior to the Election Deadline, your Election will be deemed a “Non Election.”
AFFIDAVIT FOR LOST STOCK CERTIFICATE(S)
The undersigned hereby attests and certifies the following: That I am the lawful owner of the certificate(s) listed on this letter of transmittal as lost. That a search for the certificate(s) has been conducted and that these certificate(s) cannot be located. That these certificate(s) have not been endorsed, hypothecated, sold or had their ownership pledged or encumbered in any form, whatsoever.
In requesting the replacement of this certificate(s), I hereby agree that: If these certificate(s) are subsequently located, they will be tendered for cancellation. That I indemnify, protect and hold harmless Berkshire Hills Bancorp, Inc., Seaboard Surety Company and Registrar and Transfer Company, and any other party from and against all losses, expenses, costs and damages including legal fees that may be subjected to these parties at any time in the future as a result of the cancellation and replacement of the certificate(s). All rights accruing to these parties will not be limited by their negligence, breach of duty, accident or other obligation on the part of or by any officer or employee of the parties.
I acknowledge that the certificate(s) will be replaced under an insurance bond underwritten by Seaboard Surety Company. My check, payable to the Seaboard Surety Company, to cover the premium of 1.5% of the market value of the stock (minimum $25.00), is enclosed. I further acknowledge that any filing of an insurance application with materially false or misleading information is a fraudulent insurance act and may be considered a crime.
Note: If your bond premium exceeds $1,500 you must contact Registrar and Transfer Company (800) 368-5948 immediately.
Sign Here: | | |
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Co-Owner, if any: | | Date: | | , 20 | | |
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6. Determination of Questions. All questions with respect to this Election Form and Elections made by holders of shares of Factory Point Bancorp, Inc. common stock (including, without limitation, questions relating to the time limits or effectiveness or revocation of any Elections and questions relating to computations as to allocations) will be determined by Berkshire Hills Bancorp, Inc. and/or the Exchange Agent, whose determination shall be conclusive and binding. Berkshire Hills Bancorp, Inc. shall have the absolute right to reject any and all Election Forms and Letters of Transmittal not in proper form or to waive any irregularities in any such form, although it does not represent that it will do so. Berkshire Hills Bancorp, Inc. and/or the Exchange Agent may, but are not required to, take reasonable action to inform holders of Factory Point Bancorp, Inc. common stock of any defects and may take reasonable action to assist such holders to correct any such defects; however, neither Berkshire Hills Bancorp, Inc. nor the Exchange Agent is under any obligation to notify a holder of shares of Berkshire Hills Bancorp, Inc. common stock of any defect in an Election Form.
7. Important Tax Information: Substitute Form W-9. Each surrendering shareholder is required to provide Registrar and Transfer Company with such holder’s correct Taxpayer Identification Number (“TIN”) on the above Substitute Form W-9 and to certify whether the shareholder is subject to backup withholding. Failure to provide such information on the form, may subject the surrendering shareholder to federal income tax withholding at the applicable withholding rate on payments made to such surrendering shareholder with respect to the shares. If such holder is an individual, the TIN is his or her Social Security number. A holder must cross out (2) in Part 2 of Substitute Form W-9 if such holder is subject to backup withholding.
Certain holders, (including, among others, all corporations and certain foreign individuals) are exempt from these backup withholding and reporting requirements. Exempt holders should indicate their exempt status by checking the box in the Substitute Form W-9 above. In order for a foreign individual to qualify as an exempt recipient, such individual must submit a statement, signed under penalties of perjury, attesting to such individual’s exempt status. Forms of such statements may be obtained from Registrar and Transfer Company. If backup withholding applies, Registrar and Transfer Company is required to withhold tax at the applicable rate of any payments made to the holder or other payee. Backup withholding is not an additional tax. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.
8. Inquiries. All inquiries with respect to the surrender of certificates of common stock should be made directly to the Exchange Agent, Registrar and Transfer Company, at 1- 800-368-5948, or via email to info@rtco.com.
ELECTION INFORMATION BOOKLET
The Election Information Booklet provides answers to frequently asked questions regarding how to make your election in connection with the proposed merger of Factory Point Bancorp, Inc. (“Factory Point Bancorp”) with and into Berkshire Hills Bancorp, Inc. (“Berkshire Hills Bancorp”). This booklet does not contain all of the information that is important to you and we urge you to read carefully the instructions in the Election Form and the Letter of Transmittal (the “Election Form”). After reviewing these materials, please complete the Election Form and send it in the enclosed envelope, along with your Factory Point Bancorp stock certificate(s) or a Notice of Guaranteed Delivery, to Registrar and Transfer Company (the “Exchange Agent”). If you have additional questions after reading this material, you should contact Registrar and Transfer Company at 800-368-5948.
The deadline for receipt of your Election Form and stock certificates (or Notice of Guaranteed Delivery) is 5:00 p.m., Eastern time, on September 5, 2007. We anticipate that the effective date of the merger will occur late in the third quarter of 2007 or early in the fourth quarter pending the successful completion of a number of conditions, including obtaining all shareholder and regulatory approvals.
FREQUENTLY ASKED QUESTIONS
1. Why have I been sent an Election Form?
On May 14, 2007, Factory Point Bancorp and Berkshire Hills Bancorp entered into an Agreement and Plan of Merger (the “Merger Agreement”) whereby Factory Point Bancorp will merge with and into Berkshire Hills Bancorp. Pursuant to the Merger Agreement, you, as a Factory Point Bancorp stockholder, have the opportunity to elect how you will exchange your shares of Factory Point Bancorp stock. You may elect to receive 0.5844 shares of Berkshire Hills Bancorp common stock or $19.50 in cash for each share of Factory Point Bancorp common stock that you own. You also have the option to elect no preference as to whether you receive cash or shares of Berkshire Hills Bancorp common stock.
2. What if I hold any of my shares of Factory Point Bancorp common stock with a broker, bank or other nominee?
You should promptly contact your broker, bank or other nominee and follow their instructions as to the procedures for exchanging your shares of Factory Point Bancorp common stock.
3. What is the Election Form?
The enclosed Election Form does two things. First, it lets us know your preferred form of payment for your shares of Factory Point Bancorp common stock (i.e., cash, shares of Berkshire Hills Bancorp common stock or a combination of both). Second, it allows you to surrender your Factory Point Bancorp stock certificate(s) in order to receive payment for the shares of Factory Point Bancorp common stock you own upon completion of the merger.
4. How do I use the Election Form?
You should refer to the back page of the Election Form for a complete set of instructions. A summary of the instructions follows:
When completed, sign and date the Election Form, indicating how you want to receive payment for your shares of Factory Point Bancorp common stock, and mail it to Registrar and Transfer Company in the enclosed envelope, along with your Factory Point Bancorp stock certificates (or a Notice of Guaranteed Delivery as described in the answer to Question 9). Do not sign the back of your stock certificates. By signing the Election Form, you agree to surrender for exchange your stock certificate(s), you confirm that your tax identification number is correctly stated on the Election Form, and you confirm that you have complied with all the requirements as stated in the instructions. Please note that if your shares are held in a joint account, signatures of both owners are required on the Election Form.
1
If you are mailing stock certificates, we recommend that you make copies of your stock certificates and completed Election Form. We also recommend sending them by registered mail, return receipt requested, and insured for at least 1.5% of the market value. This is the amount that it commonly costs to replace a lost certificate. Please do not return any documents directly to Factory Point Bancorp or Berkshire Hills Bancorp.
5. What happens if I do not send in the Election Form or if I miss the election deadline?
If you do not respond, or if Registrar and Transfer Company does not receive your Election Form prior to the election deadline, or if your Election Form is not completed properly, you will be deemed to have made a “non election” as to the form of consideration to be received in exchange for your shares of Factory Point Bancorp common stock. As a result, as provided in the Merger Agreement, you will receive either cash, shares of Berkshire Hills Bancorp common stock or a combination of cash and shares of Berkshire Hills Bancorp common stock as determined by Berkshire Hills Bancorp and the Exchange Agent in accordance with the allocation and proration procedures set forth in the Merger Agreement. When the merger is completed, a letter of transmittal will be sent to you requesting you to surrender your Factory Point Bancorp stock certificates in order to receive the merger consideration.
6. Am I guaranteed to receive what I ask for on the Election Form?
No. Berkshire Hills Bancorp cannot ensure that all Factory Point Bancorp stockholders will receive their election choices.
The Merger Agreement contains allocation and proration provisions that are designed to ensure that 80% of the outstanding shares of common stock of Factory Point Bancorp will be exchanged for shares of Berkshire Hills Bancorp common stock and the remaining 20% of the outstanding shares of Factory Point Bancorp common stock will be exchanged for cash. After the election deadline, Berkshire Hills Bancorp and the Exchange Agent will calculate the amount of cash and/or shares of Berkshire Hills Bancorp common stock to be distributed to each Factory Point Bancorp stockholder based on all valid elections received and in accordance with the allocation and proration procedures set forth in the Merger Agreement (which was attached as Annex A to the Joint Proxy Statement/Prospectus dated as of July 17, 2007).
· If Factory Point Bancorp shareholders elect to receive Berkshire Hills Bancorp common stock for more than 80% of the outstanding shares of Factory Point Bancorp common stock, the amount of Berkshire Hills Bancorp common stock that each such shareholder would receive from Berkshire Hills Bancorp will be reduced on a pro rata basis. As a result, these Factory Point Bancorp shareholders will receive cash consideration for any Factory Point Bancorp shares for which they do not receive Berkshire Hills Bancorp common stock and all Factory Point Bancorp shareholders who have elected to receive cash or who have made no election will receive cash for their Factory Point Bancorp shares.
· If Factory Point Bancorp shareholders elect to receive cash for more than 20% of the outstanding shares of Berkshire Hills Bancorp common stock, the amount of cash that each such shareholder would receive from Berkshire Hills Bancorp will be reduced on a pro rata basis. As a result, such shareholders will receive Berkshire Hills Bancorp common stock for any Factory Point Bancorp shares for which they do not receive cash and all Factory Point Bancorp shareholders who have elected to receive Berkshire Hills Bancorp common stock will receive Berkshire Hills Bancorp common stock.
· If you do not make an election, you will be allocated either cash or shares of Berkshire Hills Bancorp common stock, or a combination of cash and shares of Berkshire Hills Bancorp common stock, depending on the elections made by other Factory Point Bancorp shareholders.
· Neither Factory Point Bancorp nor Berkshire Hills Bancorp is making any recommendation as to whether Factory Point Bancorp shareholders should elect to receive cash or Berkshire Hills
2
Bancorp common stock in the merger. Each Factory Point Bancorp shareholder must make his or her own decision with respect to such election.
7. When can I expect to receive my new stock certificates and/or cash?
Assuming that you have made a proper election by the election deadline, we expect that your check and/or Berkshire Hills Bancorp stock certificate(s) will be mailed to you within five business days after the effective date of the merger, which we expect to happen late in the third quarter of 2007 or early in the fourth quarter.
In the event that the Merger Agreement is terminated, Registrar and Transfer Company will promptly return any Factory Point Bancorp common stock certificates previously submitted with the Election Form. In such event, certificates representing Factory Point Bancorp common stock held directly by registered holders will be returned by registered mail. If a shareholder prefers an alternate form of return other than by registered mail, the alternate form of return will be made only at the written direction of the holder of Factory Point Bancorp common stock. It will be made at their expense and risk, and will require a pre-paid, pre-addressed return courier envelope to be sent to the Exchange Agent.
8. What if I cannot locate my Factory Point Bancorp stock certificate(s)?
If your Factory Point Bancorp stock certificate(s) has (have) been lost, stolen or destroyed, you should contact Registrar and Transfer Company at 800-368-5948 for further instructions before submitting your election form.
9. What if my Factory Point Bancorp stock certificates are not immediately available or time will not permit my Factory Point Bancorp stock certificates to be delivered to the Exchange Agent prior to the election deadline?
You may make an election without your Factory Point Bancorp stock certificates if you submit with your properly completed Election Form the Notice of Guaranteed Delivery included in this package and follow the instructions in that document.
10. If I elect to receive cash and the merger is completed, how much cash will I receive?
Berkshire Hills Bancorp will pay you $19.50 in cash for each share of Factory Point Bancorp common stock you own, subject to the allocation and proration procedures described in the Merger Agreement (see Questions 1 and 6).
11. If I elect to receive shares of Berkshire Hills Bancorp common stock and the merger is completed, how many shares will I receive?
You will receive 0.5844 shares of Berkshire Hills Bancorp common stock for each share of Factory Point Bancorp common stock you own, subject to the allocation and proration procedures described in the Merger Agreement (see Questions 1 and 6), plus cash in lieu of fractional shares you would otherwise receive, as described in the Merger Agreement.
12. If I elect to receive a combination of cash and shares of Berkshire Hills Bancorp common stock and the merger is completed, what will I receive?
You will be asked to state on the Election Form the number of your shares of Factory Point Bancorp common stock that you wish to exchange for shares of Berkshire Hills Bancorp common stock. Based on your election, you will receive 0.5844 shares of Berkshire Hills Bancorp common stock for each share of Factory Point Bancorp common stock that you designate as a stock election share and $19.50 per share for the remainder of your Factory Point Bancorp common stock, subject to the allocation and proration procedures described in the Merger Agreement (see Questions 1 and 6).
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13. If I elect no preference, what will I receive?
You will receive cash, shares of Berkshire Hills Bancorp common stock or a combination of both as determined by Berkshire Hills Bancorp and the Exchange Agent in accordance with the allocation and proration procedures set forth in the Merger Agreement.
14. Will I have to pay taxes on the proceeds if my shares are exchanged?
Generally, an exchange involving cash will be treated as a transaction in which gain (or possibly loss) will be recognized. You may refer to the discussion of “Tax Consequences of the Merger” in the Joint Proxy Statement/Prospectus dated July 17, 2007, a copy of which is being provided to you under separate cover. Because individual circumstances may differ, you should consult your tax advisor for a complete understanding of the tax effects of the merger to you, including the application and effect of foreign, state, local or other tax laws.
15. Are there any fees associated with the exchange of my Factory Point Bancorp stock certificate(s)?
There are no fees associated with the exchange, unless you need to replace a missing Factory Point Bancorp stock certificate.
16. May I continue to trade my shares after I surrender my stock certificate(s)?
No. Once you submit your Factory Point Bancorp stock certificates with your Election Form, you may no longer trade your shares of Factory Point Bancorp common stock unless you revoke your election before the election deadline.
17. Can I change or revoke my election?
Yes. Your election may be changed or revoked until 5:00 p.m., Eastern time, on September 5, 2007, which is the election deadline. To change or revoke an election, a written notice of revocation must (a) specify the name of the stockholder having made the election to be changed or revoked, (b) be signed by the stockholder in the same manner as the original signature on the Election Form by which such election was made and (c) be received by the Exchange Agent before the election deadline.
If you change or revoke your election, the Exchange Agent will return your Factory Point Bancorp stock certificate(s) to you. If you want to make a new election, you must return a properly completed Election Form and resubmit your Factory Point Bancorp stock certificate(s) (or a Notice of Guaranteed Delivery) before the election deadline.
18. Can I elect to have a portion of my shares exchanged under different election options?
You can elect only one option for each registered account (an account with a broker, bank or other nominee) in which you hold shares of Factory Point Bancorp common stock. If you hold Factory Point Bancorp common stock in more than one registered account, you may choose a different election option for each such registered account.
19. How will I know when the merger is completed?
Berkshire Hills Bancorp will issue a press release and file a Form 8-K with the Securities and Exchange Commission announcing completion of the merger if and when it is completed. You can obtain this information at the Securities and Exchange Commission’s website at www.sec.gov or by calling Registrar and Transfer Company at 800-368-5948.
20. Who do I call if I have additional questions?
You may contact Registrar and Transfer Company at 800-368-5948.
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Berkshire Hills Bancorp, Inc. / Factory Point Bancorp, Inc.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for determining the proper identification number to give the Payer.
Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer.
Purpose of Form
A person who is required to file an information return with the IRS, must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.
U.S. person. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt payee. In 3 above, if applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.
Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.
For federal tax purposes, you are considered a person if you are:
· An individual who is a citizen or resident of the United States,
· A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, or
· Any estate (other than a foreign estate) or trust. See Regulations sections 301.7701-6(a) and 7(a) for additional information.
Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.
The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:
· The U.S. owner of a disregarded entity and not the entity,
· The U.S. grantor or other owner of a grantor trust and not the trust, and
· The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.
Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).
Nonresident alien who becomes a resident alien.
Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the recipient has otherwise become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:
1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.
4. The type and amount of income that qualifies for the exemption from tax.
5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.
Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.
If you are a nonresident alien or a foreign entity not subject to backup withholding give the requester the appropriate completed Form W-8.
What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments (after December 31, 2002). This is called “backup withholding.” Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.
You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.
Payments you receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester,
2. You do not certify your TIN when required (see the Part II instructions on page 4 for details),
3. The IRS tells the requester that you furnished an incorrect TIN,
4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or
5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).
Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.
Also see Special rules regarding partnerships on page 1.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.
Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.
Specific Instructions
Name
If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.
If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.
Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name” line.
Limited liability company (LLC). If you are a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Treasury regulations section 301.7701-3, enter the owner’s name on the “Name” line. Enter the LLC’s name on the “Business name”
line. Check the appropriate box for your filing status (sole proprietor, corporation, etc.), then check the box for “Other” and enter “LLC” in the space provided.
Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name” line.
Note. You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.).
Exempt From Backup Withholding
If you are exempt, enter your name as described above and check the appropriate box for your status, then check the “Exempt from backup withholding” box in the line following the business name, sign and date the form.
Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.
Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.
Exempt payees. Backup withholding is not required on any payments made to the following payees:
1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),
2. The United States or any of its agencies or instrumentalities,
3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,
4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or
5. An international organization or any of its agencies or instrumentalities.
Other payees that may be exempt from backup withholding include:
6. A corporation,
7. A foreign central bank of issue,
8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,
9. A futures commission merchant registered with the Commodity Futures Trading Commission,
10. A real estate investment trust,
11. An entity registered at all times during the tax year under the Investment Company Act of 1940,
12. A common trust fund operated by a bank under section 584(a),
13. A financial institution,
14. A middleman known in the investment community as a nominee or custodian, or
15. A trust exempt from tax under section 664 or described in section 4947.
The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.
IF the payment is for . . . | | THEN the payment is exempt for . . . |
| | |
Interest and dividend payments | | All exempt recipients except for 9 |
| | |
Broker transactions | | Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker |
| | |
Barter exchange transactions and patronage dividends | | Exempt recipients 1 through 5 |
| | |
Payments over $600 required to be reported and direct sales over $5,000 (1) | | Generally, exempt recipients 1 through 7 (2) |
(1) See Form 1099-MISC, Miscellaneous Income, and its instructions.
(2) However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees; and payments for services paid by a federal executive agency.
Part I. Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.
If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.
If you are a single-owner LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter your SSN (or EIN, if you have one). If the LLC is a corporation, partnership, etc., enter the entity’s EIN.
Note. See the chart on page 4 for further clarification of name and TIN combinations.
How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.socialsecurity.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer ID Numbers under Related Topics. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).
If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.
Note. Writing “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.
Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.
Part II. Certification
To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt recipients, see Exempt From Backup Withholding on page 2.
Signature requirements. Complete the certification as indicated in 1 through 5 below.
1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.
2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.
3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.
4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).
5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or
HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.
What Name and Number To Give the Requester
For this type of account: Give name and SSN of:
1. | Individual | | The individual | |
2. | Two or more individuals (joint account) | | The actual owner of the account or, if combined funds, the first individual on the account (1) | |
3. | Custodian account of a minor (Uniform Gift to Minors Act) | | The minor (2) | |
4. | a. The usual revocable savings trust (grantor is also trustee) | | The grantor-trustee (1) | |
| b. So-called trust account that is not a legal or valid trust under state law | | The actual owner (1) | |
5. | Sole proprietorship or single-owner LLC | | The owner (3) | |
For this type of account: | | Give name and EIN of: | |
6. | Sole proprietorship or single-owner LLC | | The owner (3) | |
7. | A valid trust, estate, or pension trust | | Legal entity (4) | |
8. | Corporate or LLC electing corporate status on Form 8832 | | The corporation | |
9. | Association, club, religious, charitable, educational, or other tax-exempt organization | | The organization | |
10. | Partnership or multi-member LLC | | The partnership | |
11. | A broker or registered nominee | | The broker or nominee | |
12. | Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments | | The public entity | |
(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
(2) Circle the minor’s name and furnish the minor’s SSN.
(3) You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, IRS encourages you to use your SSN.
(4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules regarding partnerships on page 1.
Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.
You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.
NOTICE OF GUARANTEED DELIVERY
OF
SHARES OF COMMON STOCK
OF
Factory Point Bancorp, Inc.
This form, or a facsimile hereof, must be used in connection with your election if:
(a) the certificates for your shares of common stock of Factory Point Bancorp, Inc. are not immediately available;
(b) time will not permit the Election Form and Letter of Transmittal (“Election Form”) and other required documents to be delivered to the Exchange Agent on or before 5:00 p.m., Eastern time, on September 5, 2007 (the “Election Deadline”); or
(c) the procedures for book-entry transfer cannot be completed on a timely basis.
This form may be delivered by hand, mail or facsimile transmission to the Exchange Agent, and must be received by the Exchange Agent on or before the Election Deadline.
The Exchange Agent is:
REGISTRAR AND TRANSFER COMPANY
Facsimile Number: (908) 497-2311
Confirm by Telephone: (800) 525-7686 ext. 2554
For Account Information Call: (800) 368-5948
By Mail or Overnight Delivery:
Registrar and Transfer Company
Attn: Reorg/Exchange Dept.
10 Commerce Drive
Cranford, New Jersey 07016
Delivery of this form to an address other than as set forth above or transmission via
facsimile to a number other than one listed above does not constitute a valid delivery.
Ladies and Gentlemen:
The undersigned hereby surrenders to Registrar and Transfer Company, the Exchange Agent, upon the terms and subject to the conditions set forth in the Joint Proxy Statement/Prospectus and the Election Form, receipt of which are hereby acknowledged, the number of shares of common stock of Factory Point Bancorp, Inc. set forth on the reverse side pursuant to the guaranteed delivery procedures outlined in the section of the Joint Proxy Statement/Prospectus entitled “Election Procedures; Surrender of Stock Certificates.”
Number of Shares Surrendered: | | |
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Certificate Nos. (if available): | | | |
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o Check box if shares will be surrendered by book-entry transfer. DTC Account Number: | | |
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Name(s) of Record Holder(s): | | |
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Address: |
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Area Code and Telephone Number: ( ) |
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Social Security Number: | - - | or Tax identification number: - | | |
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GUARANTEE
The undersigned, a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office, branch, or agency in the United States, hereby guarantees to deliver to the Exchange Agent certificates representing the shares tendered hereby, in proper form for transfer (or surrender shares pursuant to the procedure for book-entry transfer into the Exchange Agent’s account at The Depository Trust Company), together with (i) a properly completed and duly executed Election Form (or facsimile thereof) with any required signature guarantees, and (ii) any other required document, within three business days after the Election Deadline.
| Name of Firm: | |
| | (authorized signature) |
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| Address: | |
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| City | State | Zip Code |
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Area Code and Tel. No.: | | Dated: | | , 2007 |
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM. YOUR STOCK
CERTIFICATES MUST BE SENT WITH THE ELECTION FORM.
This form is not to be used to guarantee signatures. If a signature on a Form of Election requires a Medallion Signature Guarantee, such guarantee must appear in the applicable space provided on the Form of Election.
