Exhibit 99.4
THE SAVINGS BANK OF MANCHESTER
[DRAFT 12/30/99]
PROPOSED LETTERS
INDEX
-----
1. Dear Depositor Letter *
2. Dear Potential Investor Letter *
3. Dear Customer Letter - Used as a Cover Letter for States Requiring "Agent"
Mailing *
4. Dear Subscriber/Acknowledgment Letter - Initial Response to Stock Order
Received
5. Dear Shareholder - Confirmation Letter
6. Dear Interested Investor - No Shares Available Letter
7. Welcome Shareholder Letter - For Initial Certificate Mailing
8. Dear Interested Subscriber Letter - Subscription Rejection
9. Letter for Sandler O'Neill Mailing to Clients *
* Accompanied by a Prospectus
Note: Items 1 through 3 are produced by the Financial Printer and Items 4
through 9 are produced by the conversion center.
[LOGO OF SBM]
Dear Depositor:
The Boards of Directors of The Savings Bank of Manchester and Connecticut
Bankshares, M.H.C. have voted unanimously in favor of a plan of conversion
under which Connecticut Bankshares, M.H.C. will convert from the mutual
holding company form to the stock holding company form. As part of this plan,
we have formed a holding company, Connecticut Bancshares, Inc., which will
become the new parent holding company of Savings Bank of Manchester. We are
converting so that Savings Bank of Manchester will be structured in the form
of ownership used by a growing number of savings institutions and to support
the Bank's future growth.
As part of the conversion and in furtherance of our long-standing
commitment to our communities, we intend to establish a charitable foundation
to be known as the SBM Charitable Foundation, Inc. The Foundation will be
dedicated to charitable purposes within the communities in which the Bank
operates, including but not limited to, providing grants and donations for
community development activities.
As a qualifying account holder, you may take advantage of your
nontransferable rights to subscribe for shares of Connecticut Bancshares, Inc.
common stock on a priority basis, before the stock is offered to the general
public. The enclosed Prospectus describes the stock offering and the
operations of the Bank. If you wish to subscribe for stock, please complete
the stock order and certification form and mail it along with full payment for
the shares (or appropriate instructions authorizing withdrawal from a deposit
account with the Bank) in the enclosed postage-paid envelope marked "STOCK
ORDER RETURN", or return it to any full-service banking office of the Bank.
Your order must be physically received by the Bank no later than 4:00 p.m.,
Eastern time on , XX, 2000, unless extended. Please
read the Prospectus carefully before making an investment decision.
If you wish to use funds in your IRA or Qualified Plan at Savings Bank of
Manchester to subscribe for common stock, please be aware that federal law
requires such funds first be transferred to a self-directed retirement account
with a trustee other than Savings Bank of Manchester. The transfer of such
funds to a new trustee takes time, so please make arrangements as soon as
possible.
If you have any questions after reading the enclosed materials, please call
our conversion center at (XXX) XXX-XXXX or (XXX) XXX-XXXX, Monday through
Friday, between the hours of 10:00 a.m. and 4:00 p.m.
Sincerely,
/s/ Richard P. Meduski
Richard P. Meduski
President
The shares of common stock offered in the conversion are not savings
accounts or deposits and are not insured or guaranteed by Connecticut
Bankshares, M.H.C., The Savings Bank of Manchester, Connecticut Bancshares,
Inc., the Federal Deposit Insurance Corporation or any other government
agency.
This is not an offer to sell or a solicitation of an offer to buy common
stock. The offer is made only by the Prospectus.
#1
[LOGO OF SBM]
Dear Potential Investor:
We are pleased to provide you with the enclosed material regarding the
conversion under which Connecticut Bankshares, M.H.C. will convert from the
mutual holding company form to the stock holding company form. As a result of
the conversion, Connecticut Bancshares, Inc. will become the new parent
holding company of The Savings Bank of Manchester.
This information packet includes the following:
PROSPECTUS: This document provides detailed information about Savings
Bank of Manchester's operations, the proposed stock offering by
Connecticut Bancshares, Inc., and the establishment of a charitable
foundation as part of the conversion. Please read it carefully before
making an investment decision.
STOCK ORDER AND CERTIFICATION FORM: Use this form to subscribe for
stock and return it together with full payment for the shares (or
appropriate instructions authorizing withdrawal from a deposit account
with the Bank) in the enclosed postage-paid envelope. Your order must
be physically received by the Bank no later than 4:00 p.m., Eastern
time on , , 2000, unless extended.
We are pleased to offer you this opportunity to become one of our charter
shareholders. If you have any questions regarding the conversion or the
Prospectus, please call our conversion center at (XXX) XXX-XXXX or (XXX) XXX-
XXXX, Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m.
Sincerely,
/s/ Richard P. Meduski
Richard P. Meduski
President
The shares of common stock offered in the conversion are not savings
accounts or deposits and are not insured or guaranteed by Connecticut
Bankshares, M.H.C., The Savings Bank of Manchester, Connecticut Bancshares,
Inc. the Federal Deposit Insurance Corporation or any other government agency.
This is not an offer to sell or a solicitation of an offer to buy common
stock. The offer is made only by the Prospectus.
#2
- ---------------------------------------------
Sandler O'Neill & Partners, L.P.
Two World Trade Center, 104th Floor
New York, New York 10048
Sandler O'Neill
Dear Customer of The Savings Bank of Manchester:
At the request of The Savings Bank of Manchester and Connecticut
Bancshares, Inc., a holding company formed by the Bank to become its new
parent holding company, we have enclosed material regarding the offering of
common stock in connection with the plan of conversion under which Connecticut
Bankshares, M.H.C. will convert from the mutual holding company form to the
stock holding company form. These materials include a Prospectus and a stock
order and certification form, which offer you the opportunity to subscribe for
shares of common stock of Connecticut Bancshares, Inc.
Please read the Prospectus carefully before making an investment decision.
If you decide to subscribe for shares, you must return the properly completed
and signed stock order and certification form, along with full payment for the
shares (or appropriate instructions authorizing withdrawal from a deposit
account at the Bank), so that your order is physically received by the Bank no
later than 4:00 p.m., Eastern time on , , 2000, unless
extended, in the accompanying postage-paid envelope marked "STOCK ORDER
RETURN". If you have any questions after reading the enclosed material, please
call the conversion center at (XXX) XXX-XXXX or (XXX) XXX-XXXX, Monday through
Friday, between the hours of 10:00 a.m. and 4:00 p.m.
We have been asked to forward these documents to you in view of certain
requirements of the securities laws of your state or jurisdiction. We should
not be understood as recommending or soliciting in any way any action by you
with regard to the enclosed material.
Sincerely,
Sandler O'Neill & Partners, L.P.
The shares of common stock offered in the conversion are not savings
accounts or deposits and are not insured or guaranteed by Connecticut
Bankshares, M.H.C., The Savings Bank of Manchester, Connecticut Bancshares,
Inc. the Federal Deposit Insurance Corporation or any other government agency.
This is not an offer to sell or a solicitation of an offer to buy common
stock. The offer is made only by the Prospectus.
Enclosure
Sandler O'Neill & Partners, L.P. is a limited partnership, the sole general
partner of
which is Sandler O'Neill & Partners, Corp., a New York Corporation.
#3
[ CONNECTICUT BANCSHARES, INC.]
____________________, 2000
Dear Subscriber:
We hereby acknowledge receipt of your order for shares of common stock of
Connecticut Bancshares, Inc.
At this time, we cannot confirm the number of shares of Connecticut Bancshares,
Inc. common stock that will be issued to you. Such allocation will be made in
accordance with the plan of conversion following completion of the stock
offering.
If you have any questions, please call our conversion center at (XXX) XXX-XXXX
or (XXX) XXX-XXXX. Please note that the conversion center will be closed for
(Holiday), (month) (date), 2000.
Sincerely,
CONNECTICUT BANCSHARES, INC.
Conversion Center
The shares of common stock offered in the conversion are not savings accounts or
deposits and are not insured or guaranteed by Connecticut Bankshares, M.H.C.,
The Savings Bank of Manchester, Connecticut Bancshares, Inc., the Federal
Deposit Insurance Corporation or any other government agency.
(Printed by conversion center)
#4
[ CONNECTICUT BANCSHARES, INC. ]
___________________, 2000
Dear Shareholder:
We appreciate your interest in the stock offering of Connecticut Bancshares,
Inc. Due to the excellent response from our Eligible Account Holders and other
eligible subscribers, we are unable to fill all orders in full. Consequently,
in accordance with the provisions of the plan of conversion you were allocated
______ shares at a price of $10.00 per share. If your subscription was paid for
by check, a refund of any balance due you with interest will be mailed to you
promptly.
The purchase date and closing of the transaction occurred on [MONTH] [DATE],
2000. Trading will commence on the Nasdaq National Market under the symbol
"SBMC " on [DAY] [DATE] 2000. Your stock certificate will be mailed to you
shortly.
We thank you for your interest in Connecticut Bancshares, Inc. and welcome you
as a shareholder.
Sincerely,
CONNECTICUT BANCSHARES, INC.
Conversion Center
The shares of common stock offered in the conversion are not savings accounts or
deposits and are not insured or guaranteed by Connecticut Bankshares, M.H.C.,
The Savings Bank of Manchester, Connecticut Bancshares, Inc., the Federal
Deposit Insurance Corporation or any other government agency.
#5
[ CONNECTICUT BANCSHARES, INC. ]
____________________, 2000
Dear Interested Investor:
We recently completed our Subscription and Direct Community Offerings.
Unfortunately, due to the excellent response from our Eligible Account Holders
and other eligible subscribers, stock was not available for our community
friends. If your subscription was paid for by check, a refund of any balance
due you with interest will be mailed to you promptly.
We appreciate your interest in Connecticut Bancshares, Inc. and hope you become
an owner of our stock in the future. The stock will be quoted on the Nasdaq
National Market under the symbol "SBMC".
Sincerely,
CONNECTICUT BANCSHARES, INC.
Conversion Center
The shares of common stock offered in the conversion are not savings accounts or
deposits and are not insured or guaranteed by Connecticut Bankshares, M.H.C.,
The Savings Bank of Manchester, Connecticut Bancshares, Inc., the Federal
Deposit Insurance Corporation or any other government agency.
(Printed by conversion center)
#6
[ CONNECTICUT BANCSHARES, INC. ]
____________________, 2000
Welcome Shareholder:
We are pleased to enclose the stock certificate that represents your share of
ownership in Connecticut Bancshares, Inc., the parent holding company of The
Savings Bank of Manchester.
Please examine your stock certificate to be certain that it is properly
registered. If you have any questions about your certificate, you should
contact the Transfer Agent immediately at the following address:
Transfer Agent
Address
Telephone Number
Also, please remember that your certificate is a negotiable security which
should be stored in a secure place, such as a safe deposit box or on deposit
with your stockbroker.
On behalf of the Board of Directors of Connecticut Bancshares, Inc. and the
employees of the Bank, I would like to thank you for supporting our offering.
Sincerely,
Richard P. Meduski
President
The shares of common stock offered in the conversion are not savings accounts or
deposits and are not insured or guaranteed by Connecticut Bankshares, M.H.C.,
The Savings Bank of Manchester, Connecticut Bancshares, Inc., the Federal
Deposit Insurance Corporation or any other government agency.
(Printed by conversion center)
#7
[ CONNECTICUT BANCSHARES, INC. ]
____________________, 2000
Dear Interested Subscriber:
We regret to inform you that The Savings Bank of Manchester and Connecticut
Bancshares, Inc., the parent holding company of the Bank, have decided not to
accept your order for shares of Connecticut Bancshares, Inc. common stock in our
Direct Community Offering. This action is in accordance with our plan of
conversion which gives the Bank and Connecticut Bancshares the absolute right to
reject the subscription of any community member, in whole or in part, in the
Direct Community Offering.
Enclosed, therefore, is a check representing your subscription and interest
earned thereon.
Sincerely,
CONNECTICUT BANCSHARES, INC.
Conversion Center
(Printed by conversion center)
#8
[ SANDLER O'NEILL & PARTNERS, L.P. LETTERHEAD ]
____________________, 2000
To Our Friends:
We are enclosing the stock offering material for Connecticut Bancshares, Inc.
the proposed parent holding company for The Savings Bank of Manchester to be
formed in connection with the conversion of Connecticut Bankshares, M.H.C. from
the mutual holding company form to the stock holding company form.
Sandler O'Neill & Partners, L.P. is managing the Subscription and Direct
Community Offering, which will conclude at 4:00p.m., Eastern time on
_____________ ____, 2000, unless extended. Sandler O'Neill is also providing
conversion agent services. In the event that all the stock is not subscribed
for in the Subscription and Direct Community Offering, Sandler O'Neill expects
to form and manage a syndicate of broker/dealers to sell the remaining stock.
Members of the general public, other than residents of _____________, are
eligible to participate. If you have any questions about this transaction,
please do not hesitate to call or write.
Sincerely,
SANDLER O'NEILL & PARTNERS, L.P.
The shares of common stock offered in the conversion are not savings accounts or
deposits and are not insured or guaranteed by Connecticut Bankshares, M.H.C.,
The Savings Bank of Manchester, Connecticut Bancshares, Inc., the Federal
Deposit Insurance Corporation or any other government agency.
This is not an offer to sell or a solicitation of an offer to buy common stock.
The offer is made only by the Prospectus.
(Printed by Sandler O'Neill)
#9