[Blue Sky Letter - Charles Webb & Company Letterhead]
To Members and Friends of The Market Building and Saving Company:
Charles Webb & Company, a member of the National Association of Securities
Dealers ("NASD"), is assisting The Market Building and Saving Company (the
"Association") in its conversion from a mutual savings and loan association to a
permanent capital stock savings and loan association and the concurrent offering
of shares of common stock by its holding company, Market Financial Corporation
("MFC").
At the request of MFC, we are enclosing materials explaining this process and
your options, including an opportunity to invest in shares of MFC's common stock
being offered to customers and the community through ____________ 1996. Please
read the enclosed offering materials carefully. MFC has asked us to forward
these documents to you in view of certain requirements of the securities laws of
your state.
If you have any questions, please stop by the Conversion Information Center at
7522 Hamilton Avenue in Mt. Healthy between x:00 a.m. and x:00 p.m., Monday
through Friday, or call the Conversion Information Center at (513) xxx-xxxx.
Very truly yours,
Charles Webb & Company
THE COMMON SHARES BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND,
THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY. THIS IS
NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. THE
OFFER IS MADE ONLY BY THE PROSPECTUS.
(RECEIPT OF ORDER LETTER - MARKET FINANCIAL CORPORATION LETTERHEAD)
DATE
NAME
ADDRESS TAX I.D. NUMBER XXX-XX-XXX
CITY, STATE, ZIP
RECEIPT OF ORDER
This letter is to acknowledge receipt of your order to purchase stock offered by
Market Financial Corporation ("MFC"). Please check the following information
carefully to ensure that we have entered your order correctly. Each order is
assigned a prioritized category described below. Acceptance of your order will
be subject to the allocation provisions of the Plan of Conversion, as well as
other conditions and limitations described in the Prospectus.
Our records indicate the following:
Number of Shares Ordered: _________
Purchase Price Per Share: $10.00
Total Order Amount: $_______
Date Order Received: / / /
Category Assigned:
CATEGORY DESCRIPTION
1. ELIGIBLE ACCOUNT HOLDERS AS OF DECEMBER 31, 1994
2. MARKET FINANCIAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
3. SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS AS OF _____________, 1996
4. OTHER MEMBERS AS OF _________, 1996 ("VOTING RECORD DATE")
5. MEMBER RESIDENTS OF HAMILTON COUNTY, OHIO
6. GENERAL PUBLIC
If this information does not agree with your records or if you have any
questions, please call our Conversion Information Center at (513) _________.
Thank you for your order.
Sincerely,
John T. Larimer
President
[Dear Friend Letter -Market Building Letterhead]
Dear Friend:
We are pleased to announce that The Market Building and Saving Company (the
"Association") is converting from a mutual savings and loan association to a
stock savings and loan association (the "Conversion"). In connection with the
Conversion, Market Financial Corporation ("MFC"), the newly-formed holding
company for the Association, is offering common shares in a subscription
offering and community offering. The sale of common shares in connection with
the Conversion will enable the Association to raise additional capital to
support and enhance its current operations.
Because we believe you may be interested in learning more about the merits
of MFC's common shares as an investment, we are sending you the following
materials which describe the offering.
PROSPECTUS: This document provides detailed information about the
Association's operations and the proposed offering of MFC common shares.
QUESTIONS AND ANSWERS: Key questions and answers about the stock offering
are found in this pamphlet.
STOCK ORDER FORM: This form is used to purchase stock by returning it with
your payment in the enclosed business reply envelope. The deadline for
ordering stock is 4:30 p.m., XXXX xx, 1996.
CERTIFICATION FORM: This form must be completed and returned with the stock
order form in the enclosed business reply envelope if you wish to purchase
stock.
As a friend of the Association, you will have a right to buy common shares
directly from MFC without paying a commission or fee. If you have additional
questions regarding the Conversion and offering, please call us at (513) xxx
xxxx, or stop by the Conversion Information Center at 7522 Hamilton Avenue in
Mount Healthy, Ohio, Monday through Friday from x:00 a.m. to x:00 p.m.
We are pleased to offer you this opportunity to become a charter
shareholder of MFC.
Sincerely,
John T. Larimer
President
THE COMMON SHARES BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND,
THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY. THIS
LETTER IS NOT AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
[Dear Member Letter, Market Building Letterhead]
_____________, 1996
Dear Member:
We are pleased to announce that The Market Building and Saving Company (the
"Association") is converting from a mutual savings and loan association to a
stock savings and loan association (the "Conversion"). In connection with the
Conversion, Market Financial Corporation ("MFC"), the newly-formed holding
company for the Association, is offering common shares in a subscription
offering and community offering to our Employee Stock Ownership Plan, certain
depositors, and members of the general public pursuant to a Plan of Conversion.
The Board of Directors of the Association feels that the Conversion will
offer a number of advantages, such as an opportunity for the Association's
depositors and customers to become shareholders of MFC. In connection with the
Conversion, please remember:
- Your accounts at the Association will continue to be insured up to the
maximum legal limit by the Federal Deposit Insurance Corporation
("FDIC").
- There will be no change in the balance, interest rate, or maturity of
any deposit accounts at the Association because of the Conversion.
- Members have a right, but not an obligation, to buy MFC common shares
before they are offered to the public.
- Like all stock, the common shares issued in this offering will not be
insured by the FDIC.
Enclosed are materials describing the offering of MFC common shares. We
urge you to read these materials carefully. If you are interested in purchasing
common shares of MFC, you must submit your Stock Order Form, Certification Form,
and payment prior to 4:30 p.m. on XXXX xx, 1996.
If you have additional questions regarding the stock offering, please call
us at (513) xxx-xxxx, or stop by the Conversion Information Center located at
7522 Hamilton Avenue, Mt. Healthy, Ohio 45231, Monday through Friday from x:00
a.m. to x:00 p.m.
Sincerely,
John T. Larimer
President
THE COMMON SHARES BEING OFFERED IN THIS OFFERING ARE NOT SAVINGS ACCOUNTS OR
DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE AGENCY, THE BANK
INSURANCE FUND OR THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENT
AGENCY. THIS LETTER IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES. THE OFFER WILL BE MADE ONLY BY THE PROSPECTUS.
[Dear Member "Dark Blue Sky" & Foreign Accounts - On (Bank Name) Letterhead]
_______________, 1996
Dear Member:
We are pleased to announce that The Market Building and Saving Company (the
"Association") is converting from a mutual savings and loan association to a
stock savings and loan association (the "Conversion"). In connection with the
Conversion, Market Financial Corporation ("MFC"), the newly-formed holding
company for the Association, is offering common shares in a subscription
offering and community offering.
Unfortunately, MFC is unable to either offer or sell its common shares to
you because the small number of eligible subscribers in your jurisdiction makes
registration or qualification of the common shares under the securities laws of
your jurisdiction impractical, for reasons of cost or otherwise. Accordingly,
this letter should not be considered an offer to sell or a solicitation of an
offer to buy the common shares of MFC.
However, as a member of the Association, you have the right to vote on the
Plan of Conversion at the Special Meeting of Members to be held on XXXXX xx,
1996. Therefore, enclosed is a proxy card, a Proxy Statement (which includes
the Notice of the Special Meeting), a Subscription and Community Offering
Prospectus (which contains information incorporated into the Proxy Statement)
and a return envelope for your proxy card.
I invite you to attend the Special Meeting on XXXXX xx, 1996 However, if
you are unable to attend, please complete the enclosed proxy card and return it
in the enclosed envelope.
Sincerely,
John T. Larimer
President
(Prospective Investor Letter - Market Building letterhead)
________________, 1996
Dear Prospective Investor:
We are pleased to announce that The Market Building and Saving Company (the
"Association") is converting from a mutual savings and loan association to a
stock savings and loan association (the "Conversion"). In connection with the
Conversion, Market Financial Corporation ("MFC"), the newly-formed holding
company for the Association, is offering common shares in a subscription
offering and community offering. The sale of common shares in connection with
the Conversion will enable the Association to raise additional capital to
support and enhance its current operations.
We have enclosed the following materials which will help you learn more
about the merits of MFC's common shares as an investment. Please read and
review the materials carefully.
PROSPECTUS: This document provides detailed information about the
Association's operations and the proposed stock offering.
QUESTIONS AND ANSWERS: Key questions and answers about the stock offering
are found in this pamphlet.
STOCK ORDER FORM: This form is used to purchase stock by returning it with
your payment in the enclosed business reply envelope. The deadline for
ordering stock is 4:30 p.m., ____, 1996.
CERTIFICATION FORM: This form must be completed and returned with the stock
order form in the enclosed business reply envelope if you wish to purchase
MFC common shares.
We invite our depositors and local community members to become shareholders
of MFC. Through this offering you have the opportunity to buy common shares
directly from MFC, without paying a commission or fee. The board of directors
and senior management of the Association fully support the offering.
If you have additional questions regarding the Conversion and stock
offering, please call us at (513) xxx-xxxx or stop-by the Conversion Information
Center located at 7522 Hamilton Avenue, Mt. Healthy, Ohio 45231, Monday through
Friday from x:00 a.m. to x:00 p.m.
Sincerely,
John T. Larimer
President
THE COMMON SHARES BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND,
THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY. THIS
LETTER IS NOT AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
[Oversubscription Letter- check, Market Financial Corporation Letterhead]
________________, 1996
Dear Subscriber:
I want to thank you for your interest in the common shares of Market Financial
Corporation ("MFC"). We are extremely proud of the overwhelming support we
received from our members and the community as we successfully completed the
sale of common shares of MFC.
Due to the oversubscription of MFC's common shares during the Subscription
Offering, however, we regret we were unable to fill a portion of your order.
Enclosed is a refund check for the unfilled portion of your order. The stock
certificates representing the balance of your order will be sent to you directly
from our transfer agent, (Name of Transfer Agent).
If you continue to be interested in acquiring common shares of MFC, the
following brokerage firms have indicated their intent to make a market in our
stock. You may contact any of them for assistance.
[List of Market Makers]
Again, thank you for your interest. If you have any questions, please do not
hesitate to contact me.
Sincerely,
John T. Larimer
President
[Closing Letter Market Financial Corporation Letterhead]
_________________, 1996
Dear Subscriber,
I want to thank you for your interest in the common shares of Market Financial
Corporation ("MFC"). We are extremely proud of the overwhelming support we
received from our members and the community as we successfully completed the
sale of XXXXXX common shares of MFC.
Enclosed please find a check for payment of the interest on the funds you used
to purchase the MFC common shares. The stock certificate(s) representation your
shares of MFC common stock are being mailed directly to you from our Transfer
Agent, (Name of Transfer Agent).
Again, thank you for your interest. If you have any questions, please do not
hesitate to contact me.
Sincerely,
John T. Larimer
President
[Closing Letter, Market Financial Corporation Letterhead]
XXXX xx, 1996
Dear Shareholder:
It is my pleasure to welcome you as a shareholder of Market Financial
Corporation ("MFC"), the newly-formed holding company for The Market Building
and Saving Company (the "Association"). We are extremely proud of the
overwhelming support we received from our members and the community as we
successfully completed the sale of ______ common shares of MFC.
Your new stock certificate is enclosed and should be kept in a safe place.
Please take a moment to be sure that the name(s), number of shares, and mailing
address are correct.
We have selected (Name of Transfer Agent) to serve as our Transfer Agent and
Registrar. If there is an error on your stock certificate, if your address
changes, or if at any time you want to change the registration of your
certificate, you should contact (Name of Transfer Agent) at the address listed
below:
[Transfer Agent]
If the original stock certificate must be forwarded to the Transfer Agent to be
reissued, the certificate should be sent registered mail. Lost or destroyed
certificates can be replaced, but an indemnity bond will be required to replace
the certificate.
Please be advised that MFC will trade on the NASDAQ Small Cap Market under the
symbol "XXXX". Should you be interested in purchasing additional shares or
selling your shares of MFC, the following brokerage firms have indicated their
intent to make a market in our stock. You may contact any of them for
assistance.
[List of Market Makers]
If you purchased your shares with a check or cash, you will receive a check for
payment of the interest earned on those funds in a separate mailing.
On behalf of MFC and the Board of Directors and employees of the Association, we
look forward to the opportunities now ahead of us and pledge our best efforts to
make your investment a profitable one.
Sincerely,
John T. Larimer
President
PROXY GRAM
We recently forwarded to you a proxy statement and letter informing you that
the Board of Directors of The Market Building and Saving Company, had
received conditional regulatory approval to convert to a stock association.
YOUR VOTE on our plan to convert to a stock savings association HAS NOT BEEN
RECEIVED. FAILURE TO VOTE HAS THE SAME EFFECT AS VOTING AGAINST THE
CONVERSION.
Your vote is important to us and therefore, we are requesting that you sign
the enclosed proxy card and return it promptly in the enclosed postage-paid
envelope.
Voting for the Conversion does not obligate you to purchase stock or affect
the terms or insurance on your accounts.
The board of Directors unanimously recommends that you vote "FOR" the
Conversion.
THE MARKET BUILDING AND SAVING COMPANY
John T. Larimer
President
- ----------------------------------------------------------------------------
If you mailed the proxy, please accept our thanks and disregard this request.
For further information, call (513) XXX-XXXX.
This notice is neither an offer to sell nor a solicitation of an offer to
buy the common shares of Market Financial Corporation. The offer is made only
by the Prospectus, dated ___________, 1996. The securities offered in the
Conversion are not deposits or accounts and are not federally insured or
guaranteed.
STOCK GRAM
We are pleased to announce that Market Financial Corporation ("Market"), the
holding company of The Market Building and Savings Company (the
"Association") is offering common shares in a subscription and community
offering. The sale of common shares in connection with the conversion of the
Association from mutual to stock form will enable the Association to raise
additional capital to support and enhance its current operations.
We previously mailed you a SUBSCRIPTION AND COMMUNITY OFFERING PROSPECTUS
providing you detailed information about the Association's operations and the
proposed offering of MFC common shares. We urge you to read these materials
carefully.
We invite our loyal depositors and community members to become shareholders
of MFC. If you are interested in purchasing MFC common shares, you must submit
your completed Stock Order Form, Certification Form, and payment prior to
X:30 P.M., XXXX XX, 1996.
If you have additional questions regarding the stock offering or need
additional materials, please call the Conversion Information Center (513)
xxx-xxxx or stop by our office at 7522 Hamilton Avenue, Mt. Healthy from 9:00
a.m. to 4:30 p.m., Monday through Friday.
The common shares of MFC are not deposits or accounts and
are not federally insured or guaranteed. This stockgram is neither an
offer to sell nor a solicitation of an offer to buy the common shares of MFC.
The offer is made only by the Prospectus, dated ___________, 1996.
STOCK
OFFERING
AND
ANSWERS
MARKET
FINANCIAL
CORPORATION
STOCK OFFERING
QUESTIONS & ANSWERS
FACTS ABOUT THE PLAN OF CONVERSION
The Board of Directors of The Market Building and Saving Company (the
"Association") unanimously adopted a Plan of Conversion to convert from an
Ohio mutual savings and loan association to an Ohio capital stock savings and
loan association (the "Conversion") and simultaneously become a wholly-owned
subsidiary of Market Financial Corporation, an Ohio corporation formed by the
Association to own all of the outstanding stock of MFC.
This brochure is provided to answer some of the most frequently asked
questions regarding the Conversion. Following the Conversion, the Association
will continue to provide financial services to its depositors, borrowers and
other customers and operate with its existing management and employees. The
Conversion will not affect the terms, balances, interest rates or existing
federal deposit insurance coverage or the terms or conditions of any loans to
existing borrowers under their individual contract arrangements with the
Association.
For complete information regarding the Conversion, see the Prospectus of
Market Financial Corporation, dated _________, 1996. Copies of the Prospectus
may be obtained by calling the Conversion Information Center at (513)
___-____.
WHY IS THE ASSOCIATION CONVERTING TO STOCK FORM?
The stock form of ownership is used by most business corporations and an
increasing number of savings institutions. Through the sale of the stock, the
Association will raise additional capital enabling it to:
- support and expand its current financial and other services.
- allow customers and friends to purchase stock and share in MFC's and the
Association's future.
WILL THE CONVERSION AFFECT ANY OF MY DEPOSIT ACCOUNTS OR LOANS?
No. The Conversion will have no effect on the balance or terms of any savings
account or loan, and your deposits will continue to be federally insured by
the Federal Deposit Insurance Corporation ("FDIC") to the maximum legal
limit. The Conversion also will not affect the terms or conditions of any
loans to existing borrowers or the rights and obligations of these borrowers
under their individual contractual arrangements with the Association.
WHO IS ELIGIBLE TO SUBSCRIBE FOR COMMON SHARES IN THE SUBSCRIPTION AND
COMMUNITY OFFERINGS?
The shares of MFC to be issued in the Conversion are being offered in the
Subscription Offering in the following order of priority to: (1) Eligible
Account Holders (account holders with a balance of $50 or more in an account
as of December 31, 1994); (2) MFC's Employee Stock Ownership Plan; (3)
Supplemental Eligible
Account Holders (account holders with a balance of $50 or more in an account
as of __________, 1996); and (4) Other Eligible Members (depositors as of
__________. Shares not subscribed for in the Subscription Offering may be
offered to certain members of the general public with preference given to
natural persons who are residents of Hamilton County, Ohio.
HOW MANY COMMON SHARES ARE BEING OFFERED AND AT WHAT PRICE?
It is currently expected that between 858,500 and 1,161,500 common shares
will be sold at a price of $10.00 per share. The appraised midpoint of the
offering is 1,010,000 shares at $10.00 per share, or $10.1 million. All
subscribers will subscribe for shares at the subscription price of $10.00 per
share.
HOW MANY COMMON SHARES MAY I SUBSCRIBE FOR IN THE CONVERSION?
The minimum number of shares is 25. No person may purchase more than 2% of
the common shares (currently 26,715 common shares), and no person, together
with associates or persons acting in concert, may purchase more than 4% of
the common shares (currently 53,429) common shares.
HOW DO I SUBSCRIBE FOR SHARES?
To subscribe for shares in the Subscription Offering, you must complete and
mail or hand deliver the enclosed Stock Order Form along with your payment
for the common shares. Your order must be received by the Association by 4:30
p.m., Mt. Healthy, Ohio time, on __________, 1996.
HOW MAY I PAY FOR MY SHARES OF STOCK?
You may pay for shares by check, cash or money order. Interest will be paid
by the Association on these funds at the passbook rate, which is currently
X.X% per annum, from the day the funds are received until the completion or
termination of the Conversion. You may also authorize us to withdraw funds
from your savings account or certificate of deposit at the Association for
the amount of funds you specify for stock payment. You will not have access
to these funds from the day we receive your order until the completion or
termination of the Conversion.
CAN I PURCHASE SHARES USING FUNDS IN MY ASSOCIATION IRA ACCOUNT?
No. Federal regulations do not permit the purchase of conversion stock from
your IRA account existing with the Association. To accommodate our
depositors, however, we have made arrangements with an outside trustee to
allow such purchases through a trustee to trustee transfer. Please call our
Conversion Information Center for additional information.
WILL THE FDIC INSURE THE SHARES OF MFC?
No. The shares of MFC being offered are not savings accounts or savings
deposits and are not insured by the FDIC or any other governmental agency.
Like any other common stock, MFC's common shares will not be insured.
WILL DIVIDENDS BE PAID ON THE STOCK?
The declaration and payment of dividends will be subject to the discretion of
the Board of Directors of MFC.
HOW WILL THE STOCK BE TRADED?
MFC has applied to have the common shares trade on the Nasdaq Small Cap Market
under the symbol "XXXX." However, no assurances can be given that an active
and liquid market will develop following the Conversion.
ARE OFFICERS AND DIRECTORS OF THE ASSOCIATION PLANNING TO SUBSCRIBE FOR
COMMON SHARES OF MFC?
Yes! The Association's executive officers and directors currently intend to
subscribe for approximately 118,300 common shares, or approximately 11.7% of
the common shares offered at the midpoint of the offering range.
MUST I PAY A COMMISSION?
No. You will not be charged a commission or fee on the purchase of common
shares in the Conversion.
SHOULD I VOTE?
Yes. Your "Yes" vote is very important!
WHY DID I GET SEVERAL PROXY CARDS?
If you have more than one account with the Association, you may receive more
than one proxy card, depending on the ownership structure of your accounts.
PLEASE VOTE, SIGN AND RETURN ALL PROXY CARDS!
HOW MANY VOTES DO I HAVE?
Your proxy card(s) show the number of votes you have. Every depositor
entitled to vote may cast one vote for each $500, and a proportionate
fractional vote of the withdrawal value of the account thereof, on deposit as
of the record date.
MAY I VOTE IN PERSON AT THE SPECIAL MEETING?
Yes, but we would still like you to sign and mail your proxy today. If you
then attend the Special Meeting in person and vote, your proxy will be
revoked by your vote at the meeting.
FOR ADDITIONAL INFORMATION YOU MAY CALL OUR STOCK INFORMATION CENTER (513)
XXX-XXXX, between X:00 a.m. and X:30 p.m. Monday through Friday.
THE SHARES OF COMMON STOCK OFFERED IN THE CONVERSION ARE NOT SAVINGS
ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE BANK INSURANCE FUND, THE SAVINGS ASSOCIATION
INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.
THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY STOCK. THE
OFFER WILL BE MADE ONLY BY THE PROSPECTUS.