EXHIBIT 99.5
FACTS ABOUT CONVERSION
- --------------------------------------------------------------------------------
The Board of Directors of Community Bank of Central Texas, ssb ("Community
Bank") unanimously adopted a Plan of Conversion to convert from a Texas mutual
savings institution to a Texas capital stock savings institution (the
"Conversion").
This brochure answers some of the most frequently asked questions about the
Conversion and about your opportunity to invest in common shares of CBCT
Bancshares, Inc. (the "Holding Company"), the newly-formed corporation that will
become the holding company for Community Bank following the Conversion.
Investment in the common shares of CBCT Bancshares involves certain risks. For a
discussion of these risks and other factors, including a complete description of
the offering, investors are urged to read the accompanying Prospectus,
especially the discussion under the heading "Risk Factors".
WHY IS COMMUNITY BANK CONVERTING TO STOCK FORM?
- --------------------------------------------------------------------------------
The stock form of ownership is used by most business corporations and an
increasing number of savings institutions:
0 The stock form of organization offers many competitive advantages,
including growth opportunities and increased capital levels.
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. Your
savings account is not being converted into stock.
WHO IS ELIGIBLE TO PURCHASE COMMON SHARES IN THE SUBSCRIPTION OFFERING AND THE
COMMUNITY OFFERING?
- --------------------------------------------------------------------------------
Certain past and present depositors of Community Bank, the Holding Company's
Employee Stock Ownership Plan and certain members of the general public are
eligible to purchase common shares in the subscription offering and the
community offering.
HOW MANY COMMON SHARES ARE BEING OFFERED AND AT WHAT PRICE?
- --------------------------------------------------------------------------------
CBCT Bancshares is offering up to 264,500 common shares, subject to adjustment
as described in the Prospectus, at a price of $10.00 per share through the
Prospectus.
HOW MANY SHARES MAY I BUY?
- --------------------------------------------------------------------------------
The minimum order is 25 common shares. No person, together with associates of,
and persons acting in concert with such person, may purchase more than 10,000
common shares.
WILL THE COMMON SHARES BE INSURED?
- --------------------------------------------------------------------------------
No. Like any other common shares, the Holding Company's common shares will not
be insured.
DO MEMBERS HAVE TO BUY COMMON SHARES?
- --------------------------------------------------------------------------------
No. However, the Conversion will allow depositors of Community Bank an
opportunity to buy common shares and become shareholders of the holding company
for the local financial institution with which they do business.
HOW DO I ORDER COMMON SHARES?
- --------------------------------------------------------------------------------
You must complete the enclosed Stock Order and Certification Form. Instructions
for completing your Stock Order and Certification Form are contained in this
packet. Your order must be received by Noon, Smithville, Texas Time on June XX,
2000.
HOW MAY I PAY FOR MY COMMON SHARES?
- --------------------------------------------------------------------------------
First, you may pay for common shares by check, cash or money order. Interest
will be paid by Community Bank on these funds at the passbook rate, which is
currently X.00%, from the day the funds are received until the completion or
termination of the Conversion. Second, you may authorize us to withdraw funds
from your deposit account or certificate of deposit at Community Bank for the
amount of funds you specify for payment. You will not have access to these funds
from the day we receive your order until completion or termination of the
Conversion.
CAN I PURCHASE SHARES USING FUNDS IN MY HOME LOAN SAVINGS IRA ACCOUNT?
- --------------------------------------------------------------------------------
Federal regulations do not permit the purchase of common shares in connection
with the Conversion from your existing Community Bank IRA account. To
accommodate our depositors, we have made arrangements with an outside trustee to
allow such purchases.
Please call our Stock Information Center for additional information.
WILL DIVIDENDS BE PAID ON THE COMMON SHARES?
- --------------------------------------------------------------------------------
The Board of Directors of the Holding Company will consider whether to pay a
cash dividend in the future, subject to regulatory limits and requirements. No
decision has been made as to the amount or timing of such dividends, if any.
HOW WILL THE COMMON SHARES BE TRADED?
- --------------------------------------------------------------------------------
The Holding Company's stock is expected to trade on the OTC "Bulletin Board".
However, no assurance can be given that an active and liquid market will
develop.
ARE OFFICERS AND DIRECTORS OF COMMUNITY BANK PLANNING TO PURCHASE SHARES?
- --------------------------------------------------------------------------------
Yes! The officers and directors of Community Bank plan to purchase, in the
aggregate, $477,000 worth of shares or approximately 18.0% of the common shares
offered at the maximum 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 TO APPROVE THE PLAN OF CONVERSION?
- --------------------------------------------------------------------------------
Yes. Your "YES" vote is very important!
PLEASE VOTE, SIGN AND RETURN ALL PROXY CARDS!
WHY DID I GET SEVERAL PROXY CARDS?
- --------------------------------------------------------------------------------
If you have more than one account, you could receive more than one proxy card,
depending on the ownership structure of your accounts.
HOW MANY VOTES DO I HAVE?
- --------------------------------------------------------------------------------
Your proxy card(s) show(s) the number of votes you have. Every depositor is
entitled to cast one vote for each $100, and a proportionate fractional vote for
an amount of less than $100, on deposit as of the voting record date, up to 1000
votes.
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
decide to revoke your proxy you may do so at any time before such proxy is
exercised by executing and delivering a later dated proxy or by giving written
notice of revocation in writing or in open meeting at the special meeting.
Attendance at the special meeting will not, of itself, revoke a proxy.
For Additional Information You May Call Our Stock Information Center Monday
through Friday.
STOCK INFORMATION CENTER
(513) XXX-XXXX
Community Bank
312 Main Street
Smithville, Texas 78957
- --------------------------------------------------------------------------------
Questions
and
Answers
- --------------------------------------------------------------------------------
CBCT Bancshares, Inc.
Holding Company for
Community Bank of Central Texas, ssb
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 GOVERNMENTAL AGENCY. THIS IS
NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES. THE OFFER IS
MADE ONLY BY THE PROSPECTUS.