EXHIBIT 99.5
Form of Letter from Nominee Holders to Beneficial Holders
NATIONAL MERCANTILE BANCORP
To Our Client and Shareholder of National Mercantile Bancorp:
We are forwarding the following materials to you as the beneficial
owner of shares of Common Stock and/or Series A Preferred of National
Mercantile Bancorp (the " Company") carried by us in your account but not
registered in your name: a Prospectus, dated ____, 2000 relating to the
offering by the Company of shares of its Common Stock and the Company's
Annual Report on Form 10-KSB for the year ended December 31, 1999, the
Company's Quarterly Report on Form 10-QSB for the quarter ended March 31,
2000, the Company's Proxy Statement for its 2000 Annual Meeting of
Shareholders, a Subscription Agreement and an instruction form relating to
the offering (the "Instruction Form")
You may subscribe to purchase shares of Common Stock directly from
the Company by completing and returning the enclosed Subscription Agreement
to the agent along with payment for the number of shares for which you
subscribe. You may also subscribe through us by instructing us to subscribe
for shares of Common Stock on your behalf by completing and signing the
information on the reverse side of this letter and returning the same to us
as soon as possible.
Accordingly, we request instructions as to whether you wish us to
subscribe for any shares of Common Stock pursuant to the terms and conditions
set forth in the enclosed Prospectus. HOWEVER, WE URGE YOU TO READ THESE
DOCUMENTS CAREFULLY BEFORE INSTRUCTING US TO SUBSCRIBE FOR ANY SHARES OF
COMMON STOCK ON YOUR BEHALF.
Your instructions to us should be forwarded as promptly as possible.
The offering will expire at 5:00 p.m., Pacific Standard Time, on ___________,
2000, unless extended by the Company in its sole discretion. ONCE YOU HAVE
SUBSCRIBED FOR SHARES OF COMMON STOCK IN THIS OFFERING, YOU MAY NOT REVOKE
YOUR ELECTION FOR ANY REASON.
If you wish to have us purchase, on your behalf, shares of Common
Stock, please so instruct us by completing, executing, detaching and
returning to us, and not the Subscription Agent, the attached Instruction
Form along with proper payment for the number of shares for which you are
subscribing at the subscription price.
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE OFFERING SHOULD BE
DIRECTED TO _______ AT KISSEL-BLAKE, INC, THE INFORMATION AGENT, AT THE
FOLLOWING TELEPHONE NUMBER: (800) 554-7733.
National Mercantile Bancorp
Instructions To Subscribe for Common Stock
The undersigned acknowledges receipt of your letter and the enclosed
materials referred to therein relating to the offering of shares of Common
Stock of National Mercantile Bancorp (the "Company").
This will instruct you whether to purchase the Common Stock pursuant
to the Company's Prospectus, dated __________, 2000.
/ / Please do not subscribe for any shares of Common
Stock of the Company.
/ / Please subscribe for _______ shares of Common Stock
of the Company as set forth below:
NUMBER OF SHARES SUBSCRIPTION PRICE PAYMENT
$ = $
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Payment in the following amount is enclosed: $
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PLEASE INSERT THE NUMBER OF SHARES OF COMMON STOCK AND/OR SERIES A PREFERRED STOCK CURRENTLY HELD BY YOU:
Common Stock________________________________ Series A Preferred Stock________________________
PLEASE INSERT THE NAME OF THE STATE IN WHICH YOU CURRENTLY RESIDE AND, IF DIFFERENT, THE STATE IN WHICH YOU RECEIVED THIS
LETTER AND THE RELATED MATERIALS:
State of Residence:_________________________ State of Receipt of Offering Materials________________________________
I/we authorize you to make on my behalf the following representations
and warranties to the Company in connection with the subscription:
(a) I/we was at the time I received this Subscription
Agreement and accompanying materials and I currently am the record or
beneficial holder of that number of shares of common stock and/or Series A
Noncumulative Convertible Preferred Stock ("Series A Preferred Stock") set
forth above.
(b) I/we understand that the Articles of Incorporation
of the Company restrict my ability to acquire more than 4.5% of the Company's
stock (as defined in Section 382 of the Internal Revenue Code of 1986, as
amended) (the "NOL Restriction") and that if I acquire more than 4.5% of the
Company's stock without the Company's consent, the Company may direct that
the shares I acquire be sold by an agent designated by the Company. I
understand that if I acquire shares in excess of the amount set forth on the
reverse side of this Subscription Agreement before the expiration of the
offering, an acceptance by the Company of my subscription hereunder shall not
constitute a waiver of the NOL Restriction.
(c) Set forth above are the state of my permanent legal
residence and the state in which I received the prospectus relating to the
Offering.
Signature(s) of Beneficial Owner:
Date:
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Address: Print Name:
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Title or Capacity:
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Telephone (day):
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(evening):
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