Exhibit 99.3
IGA FEDERAL SAVINGS REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF IGA FEDERAL SAVINGS FOR USE ONLY AT A SPECIAL MEETING OF
MEMBERS TO BE HELD ON SEPTEMBER __, 1999 AND ANY ADJOURNMENT
THEREOF ("SPECIAL MEETING").
The undersigned being a member of IGA Federal Savings,
hereby authorizes the Board of Directors of IGA Federal Savings
or any successors in their respective positions, as proxy, with
full powers of substitution, to represent the undersigned at the
Special Meeting of Members of IGA Federal Savings to be held at
the executive offices of IGA Federal Savings located at 213 West
Street Road, Feasterville, Pennsylvania, on September __, 1999,
at ____ a.m., Eastern Time, and at any adjournment of said
meeting, to act with respect to all votes that the undersigned
would be entitled to cast if then personally present, as set
forth below.
(1) To vote "FOR" or "AGAINST" a Plan of Conversion
(the "Plan") pursuant to which IGA Federal Savings would be
converted from a federally chartered mutual savings bank to
a federally chartered stock savings bank as a wholly-owned
subsidiary of JADE FINANCIAL CORP., and the transactions
provided or in such Plan.
FOR [ ] AGAINST [ ]
(2) To approve the creation of the IGA Charitable
Foundation (the "Foundation") and JADE FINANCIAL CORP.'s
contribution to the Foundation of cash and shares of JADE
FINANCIAL CORP.'s common stock pursuant to the Plan.
FOR [ ] AGAINST [ ]
(3) To vote, in its discretion, upon such other
business as may properly come before the Special Meeting or
any adjournment thereof. Management is not aware of any
other such business.
This proxy, if executed, will be voted "FOR" adoption of the
Plan and "FOR" the creation of the Foundation and for adjournment
of the Special Meeting if necessary if no choice is made herein.
Please date and sign this proxy on the reverse side and return it
in the enclosed envelope.
Any Member giving a proxy may revoke it at any time before
it is voted by delivering to the Corporate Secretary of IGA
Federal Savings either a written revocation of the proxy, or a
duly executed proxy bearing a later date, or by voting in person
at the Special Meeting. <PAGE 1>
The undersigned hereby acknowledges receipt of a Notice of
Special Meeting of the Members of IGA Federal Savings called for
the ______ day of September, 1999 and a proxy statement for the
Special Meeting prior to the signing of this Proxy.
___________________________________
Signature Date
___________________________________
Signature Date
NOTE: Please sign exactly as your
name appears on this Proxy. Only
one signature is required in the
case of a joint account. When
signing in a representative
capacity, please give title.
<PAGE 2>
IGA FEDERAL SAVINGS
213 West Street Road
Feasterville, Pennsylvania 19053
(215) 322-9000
NOTICE OF SPECIAL MEETING OF MEMBERS
To be Held on September ___, 1999
Notice is hereby given that a special meeting (the "Special
Meeting") of members of IGA Federal Savings ("IGA") will be held
at the main office of IGA at 213 West Street Road, Feasterville,
Pennsylvania, on September ___, 1999, at _____ p.m., Eastern
Time, to consider and vote upon the following:
(1) To approve a Plan of Conversion (the "Plan") pursuant
to which IGA will convert from a federal mutual savings
bank to federal capital stock savings bank and issue
all of its capital stock to, and become a wholly-owned
subsidiary of, JADE FINANCIAL CORP., and other
transactions provided for in the Plan, including the
adoption of a new Federal Stock Charter and Bylaws for
IGA (the "Conversion");
(2) To approve the creation of the IGA Charitable
Foundation (the "Foundation"), a Pennsylvania non-stock
corporation dedicated to the promotion of charitable
purposes within the market areas IGA serves, and the
contribution of cash and shares of common stock to the
Foundation concurrent with the completion of the
conversion of IGA; and
(3) To consider and vote upon any other matters that may
lawfully come before the Special Meeting.
The members entitled to vote at the Special Meeting shall be
those members of the IGA at the close of business on ________,
1999, and who continue as members until the Special Meeting, and
should the Special Meeting be, from time to time, adjourned to a
later time, until the final adjournment thereof. The Plan and
the establishment of the Foundation must be approved by the
affirmative vote of at least a majority of the number of votes
entitled to be cast at the Special Meeting. If there are not
sufficient votes for approval of the Plan and the establishment
of the Foundation at the time of the Special Meeting, the Special
Meeting may be postponed or adjourned to permit further
solicitation of proxies. The following proxy statement and the
<PAGE 3> prospectus attached hereto contain a more detailed
description of IGA, the proposed Conversion and the proposed
Foundation.
BY ORDER OF THE BOARD OF DIRECTORS
Mario L. Incollingo, Jr.
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Feasterville, Pennsylvania
August __, 1999
PLEASE SIGN AND RETURN PROMPTLY EACH PROXY CARD YOU RECEIVE IN
THE ENCLOSED POSTAGE-PAID ENVELOPE. THIS WILL ASSURE NECESSARY
REPRESENTATION AT THE SPECIAL MEETING, BUT WILL NOT PREVENT YOU
FROM VOTING IN PERSON IF YOU SO DESIRE. THE PROXY IS SOLICITED
ONLY FOR THIS SPECIAL MEETING (AND ANY ADJOURNMENTS THEREOF) AND
WILL NOT BE USED FOR ANY OTHER MEETING. YOU MAY REVOKE YOUR
PROXY BY WRITTEN INSTRUMENT DELIVERED TO THE SECRETARY, IGA
FEDERAL SAVINGS, AT THE ABOVE ADDRESS AT ANY TIME PRIOR TO OR AT
THE SPECIAL MEETING.
<PAGE 4>
IGA FEDERAL SAVINGS
213 WEST STREET ROAD
FEASTERVILLE, PENNSYLVANIA 19053
(215) 322-9000
PROXY STATEMENT
for the Special Meeting of Members
to be held on September __, 1999
YOUR PROXY, IN THE FORM ENCLOSED, IS SOLICITED BY THE BOARD
OF DIRECTORS OF IGA FEDERAL SAVINGS FOR USE AT A SPECIAL MEETING
OF MEMBERS TO BE HELD ON SEPTEMBER ___, 1999, AND ANY ADJOURNMENT
OF THAT MEETING, FOR THE PURPOSES SET FORTH IN THE FOREGOING
NOTICE OF SPECIAL MEETING. YOUR BOARD OF DIRECTORS AND
MANAGEMENT URGE YOU TO VOTE FOR THE PLAN OF CONVERSION AND THE
CREATION OF THE IGA CHARITABLE FOUNDATION.
PURPOSE OF THE SPECIAL MEETING AND SUMMARY OF TRANSACTION
A special meeting of members (the "Special Meeting") of IGA
Federal Savings ("IGA") will be held at IGA's main office at 213
West Street Road, Feasterville, Pennsylvania, on September ___,
1999, at ____ p.m., Eastern Time, for the purpose of considering
and voting upon a Plan of Conversion (the "Plan"), which, if
approved by a majority of the total votes of the members eligible
to be cast, will permit (i) IGA to convert from a federal mutual
savings bank to a federal stock savings bank and become a
subsidiary of JADE FINANCIAL CORP. ("JADE FINANCIAL"), a
Pennsylvania corporation formed at the direction of IGA and
(ii) the creation of the IGA Charitable Foundation (the
"Foundation").
Pursuant to federal law, depositors and borrowers of IGA are
members of IGA. Members entitled to vote on the Plan of
Conversion are members of IGA as of _________________, 1999 (the
"Voting Record Date") who continue as members until the Special
Meeting, and should the Special Meeting be, from time to time,
adjourned to a later time, until the final adjournment thereof.
The Conversion and the creation of the Foundation require the
approval of not less than a majority of the total votes eligible
to be cast at the Special Meeting.
Pursuant to the Plan, IGA will convert from a federal mutual
to a federal stock savings bank and issue all of its capital
stock to, and become a wholly-owned subsidiary of, the JADE
FINANCIAL. As part of the Plan, nontransferable rights to
subscribe ("Subscription Rights") for up to 1,917,625 shares of
JADE FINANCIAL Common Stock ("Conversion Shares") have been
granted, in order of priority, to (i) depositors at IGA as of
March 31, 1998 (the "Eligible Account Holders"), (ii) the ESOP, a
tax-qualified employee benefit plan, (iii) depositors at IGA as
of June 30, 1999 (the "Supplemental Eligible Account Holders")
<PAGE 5> and (iv) borrower members of IGA as of ______________,
1999, subject to the priorities and purchase limitations set
forth in the Plan (the "Subscription Offering"). Concurrently,
but subject to the prior rights of Subscription Rights holders,
JADE FINANCIAL is offering the Conversion Shares for sale to
members of the general public through a direct community offering
(the "Direct Community Offering") with preference given first to
individuals (who are not Eligible Account Holders or Supplemental
Eligible Account Holders) and then to natural persons and trusts
of natural persons who are permanent residents of Philadelphia,
Bucks, Delaware and Chester Counties, Pennsylvania (the "Local
Community"). It is anticipated that any Conversion Shares not
subscribed for in the Subscription Offering or purchased in the
Direct Community Offering will be offered to eligible members of
the general public on a best efforts basis by a selling group of
broker-dealers managed by Charles Webb and Company in a
syndicated community offering (the "Syndicated Community
Offering"). The Subscription Offering, Direct Community Offering
and the Syndicated Community Offering are referred to
collectively as the "Conversion Offerings." JADE FINANCIAL and
IGA reserve the right, in their absolute discretion, to accept or
reject, in whole or in part, any or all orders in the Direct
Community Offering or the Syndicated Community Offering either at
the time of receipt of an order or as soon as practicable
following the termination of the Conversion Offerings. If an
order is rejected in part, the purchaser does not have the right
to cancel the remainder of the order.
The Plan has been approved by the Office of Thrift
Supervision (the "OTS"), subject to, among other things, approval
of the Plan by IGA's Members at the Special Meeting.
Following receipt of all required regulatory approvals, the
approval of the Members of IGA entitled to vote on the Plan, and
the satisfaction of all other conditions precedent to the Plan,
IGA will consummate the Plan. Following completion of the Plan,
IGA in its stock form will continue to conduct its business and
operations from the same offices with the same personnel as IGA
conducted prior to the Conversion. The Plan will not affect the
balances, interest rates or other terms of IGA's loans or deposit
accounts, and the deposit accounts will continue to be issued by
the Federal Deposit Insurance Corporation ("FDIC") to the same
extent as they were prior to the Conversion.
JADE FINANCIAL expects to receive approval of the OTS to
become a savings and loan holding company and to own all of the
common stock of IGA. JADE FINANCIAL intends to contribute one-
half of the net proceeds of the offering of common stock to IGA.
The Conversion will be effected only upon completion of the sale
of all of the shares of common stock to be issued pursuant to the
Plan.
The Plan also provides for the establishment of the
Foundation in connection with the Conversion. The Foundation,
which will be incorporated under Pennsylvania law as a non-stock
<PAGE 6> corporation will be funded with a contribution by JADE
FINANCIAL of cash and shares of common stock equal to 5.0% of the
value of the shares of common stock sold in the Offerings (1/3 of
the contribution will be made in cash and 2/3 will be made in
common stock). The authority for the affairs of the Foundation
will be vested in the Board of Directors of the Foundation, which
will initially consist of five persons, three of whom are
existing directors of IGA. The contribution of common stock to
the Foundation will be dilutive to the interests of shareholders
of JADE FINANCIAL and will have an adverse impact on the earnings
in the year of the contribution. See "Risk Factors - The
Creation of the Charitable Foundation Will Reduce Our Earnings."
Voting in favor of the establishment of the Foundation will
not in any way affect the votes in favor of or against the Plan.
If members vote for the adoption of the Plan but against the
establishment of the Foundation, IGA intends to consummate the
Conversion without establishing the Foundation.
Voting in favor of the Plan will not obligate any person to
purchase any common stock.
VOTING RIGHTS AND VOTE REQUIRED FOR APPROVAL
IGA's Board of Directors has fixed the close of business on
_____________, 1999 as the record date for the determination of
members entitled to notice of and to vote at the Special Meeting
(the "Voting Record Date"). All holders of savings accounts of
IGA and borrowers are members of IGA. All members of record as
of the close of business on the Voting Record Date who continue
to be members of IGA on the date of the Special Meeting or any
adjournment thereof will be entitled to vote at the Special
Meeting or such adjournment.
At the Special Meeting, each depositor member will be
entitled to cast one vote for every $100, or fraction thereof, of
the total withdrawal value of all of his accounts in IGA as of
the Voting Record Date up to a maximum of 1,000 votes, and each
borrower member will be entitled to cast one vote in the
aggregate for all loans as a borrower in addition to the vote
such member may be entitled to cast as a depositor up to an
aggregate maximum of 1,000 votes. As of the Voting Record Date,
the Bank had approximately ______ deposit holders which are
entitled to cast a total of approximately _________ depositors'
votes, and _____ borrowers' votes, for a total of approximately
_________ votes eligible to be cast at the Special Meeting.
Consummation of the Plan and creation of the IGA Charitable
Foundation is contingent upon the affirmative vote of a majority
of the total outstanding votes of IGA's members eligible to vote
at the Special Meeting (the "Voting Members").
<PAGE 7>
PROXIES
Members may vote at the Special Meeting or any adjournment
thereof in person or by proxy. Enclosed is a proxy which may be
used by any eligible member to vote on the Plan and the creation
of the Foundation. All properly executed proxies received by
management will be voted in accordance with the instructions
indicated thereon. If no instructions are given, these proxies
will be voted in favor of the Plan and the creation of the
Foundation. If any other matters are properly presented at the
Special Meeting, all proxies will be voted on such matters in
accordance with the best judgment of the proxy holders named
therein. If the enclosed proxy is returned, it may be revoked at
any time before it is voted by written notice to the Secretary of
IGA, by submitting a later-dated proxy, or by attending and
voting in person at the Special Meeting. The proxies being
solicited are only for use at the Special Meeting and at any and
all adjournments thereof and will not be used for any other
meeting. Management is not aware of any other business to be
presented at the Special Meeting.
The trustees for individual retirement accounts at IGA, will
vote in favor of the Plan and the creation of the Foundation,
unless the beneficial owner executes and returns the enclosed
proxy for the Special Meeting or attends the Special Meeting and
votes in person.
To the extent necessary to permit approval of the Plan and
the creation of the Foundation, proxies may be solicited by
officers, directors or regular employees of IGA, in person, by
telephone or through other forms of communication. Such persons
will be reimbursed by IGA for their reasonable out-of-pocket
expenses incurred in connection with such solicitation. If
necessary, the Special Meeting may be adjourned to an alternative
date. IGA has retained Charles Webb & Company, a division of
Keefe, Bruyette & Woods, Inc., to provide proxy solicitation and
vote tabulation services, to act as inspector of election and to
provide financial and marketing advisory services for the
Conversion Offerings, for an aggregate fee equal to 1.40% of the
dollar value of the common stock sold in the Conversion Offerings
(as such terms are defined in the Plan), subject to certain
limitations and exclusions. See "The Conversion - Marketing
Arrangements" in the prospectus. IGA will bear all costs
associated with proxy solicitation and vote tabulation.
RECOMMENDATIONS OF THE BOARD OF DIRECTORS
The Board of Directors unanimously recommends that you vote
"FOR" the Plan and "FOR" the creation of the Foundation. Voting
in favor of the Plan and the creation of the Foundation will not
obligate any voter to purchase any common stock.
<PAGE 8>
REASONS FOR CONVERSION
See "The Conversion - Our Reasons for the Corporate Change"
and "Effects of the Conversion" in the prospectus for a
discussion of the basis upon which the Board of Directors
determined to undertake the proposed Conversion. As more fully
discussed in those sections and in other sections of the
prospectus, the Board of Directors believes that the Plan is in
the best interest of IGA, its members and the communities it
serves.
STOCK-BASED BENEFITS TO MANAGEMENT
See "Summary-Benefits to Management from the Offering," and
"Management-Benefits" in the prospectus for a discussion of the
interests of management in the Conversion and stock benefit
plans.
REVIEW OF OTS ACTION
Any person aggrieved by a final action of the OTS which
approves, with or without conditions, or disapproves a plan of
conversion may obtain review of such action by filing in the
court of appeals of the United States for the circuit in which
the principal office or residence of such person is located, or
in the United States Court of Appeals for the District of
Columbia, a written petition praying that the final action of the
OTS be modified, terminated or set aside. Such petition must be
filed within 30 days after the publication of notice of such
final action in the Federal Register, or 30 days after the
mailing by the applicant of the notice to members as provided for
in 12 C.F.R. Section 563b.6(c), whichever is later. The further
procedure for review is as follows: A copy of the petition is
forthwith transmitted to the OTS by the clerk of the court and
thereupon the OTS files in the court the record in proceeding, as
provided in Section 2112 of Title 28 of the United States Code.
Upon the filing of the petition, the court has jurisdiction,
which upon the filing of the record is conclusive, to affirm,
modify, terminate, or set aside in whole or in part, the final
action of the OTS. Review of such proceedings is as provided in
Chapter 7 of Title 5 of the United States Code. The judgment and
decree of the court is final, except that they are subject to
review by the Supreme Court upon certiorari as provided in
Section 1254 of Title 28 of the United States Code.
RISK FACTORS
See "Risk Factors" in the prospectus for a discussion of
certain factors that should be considered by prospective
investors, including, among other factors, "IGA is Now a Taxable
Institution," "Our Return on Equity Will Decrease and Our
Expenses Will Increase After Conversion," "Risk of Making
Commercial Real Estate Loans and Commercial Business Loans,"
"Rising Interest Rates May Hurt Our Profits." "The Creation of
the Charitable Foundation Will Reduce Our Earnings." "If Our
<PAGE 9> Computer Systems Do Not Properly Work on January 1,
2000, Our Business Operations Will Be Disrupted" and "The Amount
of Common Stock We Will Control, Our Articles of Incorporation
and Bylaws and State and Federal Statutory Provisions Could
Discourage Hostile Acquisitions of Control."
ADDITIONAL INFORMATION
Copies of the Plan, the proposed Federal Stock Charter and
Bylaws of IGA or JADE FINANCIAL's Articles of Incorporation and
Bylaws may be obtained without charge by written request to IGA.
Also a copy of the Articles of Incorporation or Bylaws of the
Foundation are available without charge by written request to
IGA.
All persons eligible to vote at the Special Meeting should
review both this proxy statement and the accompanying prospectus
carefully. However, no person is obligated to purchase any
common stock. For additional information, you may call the Stock
Information Center at (___) ___-____.
BY ORDER OF THE BOARD OF DIRECTORS
Mario L. Incollingo, Jr.
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Feasterville, Pennsylvania
August ___, 1999
YOUR BOARD OF DIRECTORS URGES YOU TO CONSIDER CAREFULLY THE
INFORMATION CONTAINED IN THIS PROXY STATEMENT AND THE PROSPECTUS
AND, WHETHER OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE
SPECIAL MEETING, TO FILL IN, DATE, SIGN AND RETURN THE ENCLOSED
PROXY CARD(S) AS SOON AS POSSIBLE TO ASSURE THAT YOUR VOTES WILL
BE COUNTED. THIS WILL NOT PREVENT YOU FROM VOTING IN PERSON IF
YOU ATTEND THE SPECIAL MEETING. YOU MAY REVOKE YOUR PROXY BY
WRITTEN INSTRUMENT DELIVERED TO THE SECRETARY OF IGA AT ANY TIME
PRIOR TO OR AT THE SPECIAL MEETING OR BY ATTENDING THE SPECIAL
MEETING AND VOTING IN PERSON.
THIS PROXY STATEMENT IS NOT AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY STOCK. THE OFFER WILL BE MADE
ONLY BY THE PROSPECTUS IN THOSE JURISDICTIONS IN WHICH IT IS
LAWFUL TO MAKE SUCH OFFER. <PAGE 10>