Exhibit 99.3
CCSB Financial Corp
Proposed Holding Company for
Clay County Savings and Loan Association
Liberty, Missouri
Proposed Marketing Materials
Prepared by: John Andrew Hitt
Trident Securities
Marketing Materials
CCSB Financial Corp
Liberty, Missouri
Table of Contents
I. Press Releases
A. Explanation
B. Schedule
C. Distribution List
D. Press Release Examples
II. Advertisements
A. Explanation
B. Schedule
C. Advertisement Examples
III. Question and Answer Brochure
IV. Letters
V. Proxy Reminder
A. Explanation
B. Example
VI. Subscription Rights Notice
A. Explanation
B. Example
I. Press Releases
A. Explanation
In an effort to assure that all customers receive prompt accurate
information in a simultaneous manner, Trident advises Clay County
Savings to forward press releases to area newspapers, radio stations,
etc. at various points during the conversion process.
Only press releases approved by Conversion Counsel and the OTS will be
forwarded for publication in any manner.
B. Schedule
1. OTS Approval of Conversion
2. Close of Stock Offering
C. Distribution List
National Distribution List
--------------------------
National Thrift News Wall Street Journal
- -------------------- -------------------
212 West 35th Street World Financial Center
13th Floor 200 Liberty
New York, New York 10001 New York, NY 10004
Richard Chang
American Banker SNL Securities
- --------------- --------------
One State Street Plaza Post Office Box 2124
New York, New York 10004 Charlottesville, Virginia 22902
Michael Weinstein
Barrons Investors Business Daily
- ------- ------------------------
Dow Jones & Savings Bank 12655 Beatrice Street
Barrons Statistical Information Post Office Box 661750
200 Burnett Road Los Angeles, California 90066
Chicopee, Massachusetts 01020
New York Times
- --------------
229 West 43rd Street
New York, NY 10036
Local Distribution List
-----------------------
All local news and trade publications
D. Press Release Examples
PRESS RELEASE FOR IMMEDIATE RELEASE
For More Information Contact:
John R. Davis, President and CEO
(816) 781-4500
CLAY COUNTY SAVINGS AND LOAN ASSOCIATION
CONVERSION TO STOCK FORM APPROVED
Liberty, Missouri (_____, 20021) - John R. Davis, President and CEO of
Clay County Savings and Loan Association ("Clay County Savings"), Liberty,
Missouri announced today that Clay County Savings has received approval from the
Office of Thrift Supervision to convert from a federally-chartered mutual
savings association to a federally-chartered stock savings bank. In connection
with the Conversion, Clay County Savings has formed a holding company, CCSB
Financial Corp ("CCSB Financial Corp"), to hold all of its outstanding capital
stock.
CCSB Financial Corp is offering up to 851,000 shares of its common
stock, subject to adjustment, at a price of $10.00 per share. Certain depositors
of Clay County Savings will have an opportunity to subscribe for stock in a
Subscription Offering that closes at 12:00 noon on ___________. Shares that are
not subscribed for during the Subscription Offering may be offered subsequently
to the general public in a Direct Community Offering, with first preference
given to natural persons and trusts of natural persons residing in Clay County,
Missouri. The Subscription Offering, and the Community Offering, if conducted,
will be managed by Trident Securities of Raleigh, North Carolina. Copies of the
Prospectus relating to the offerings and describing the Plan of Conversion will
be mailed on or about __________, 2002.
As a result of the Conversion, Clay County Savings will be structured
in the stock form and will be a wholly-owned subsidiary of CCSB Financial Corp.
According to Mr. Davis, "Our day to day operations will not change as a result
of the Conversion and deposits will continue to be insured
by the FDIC up to the applicable legal limits."
Customers with questions concerning the stock offering should call Clay
County Savings' Stock Information Center at ___________________, or visit Clay
County Savings' office.
PRESS RELEASE #2 FOR IMMEDIATE RELEASE
---------------------
For More Information Contact:
John R. Davis, President and CEO
(816) 781-4500
CCSB FINANCIAL CORP COMPLETES INITIAL PUBLIC OFFERING
Liberty, Missouri - (______, 2002) John R. Davis, President and CEO of
Clay County Savings and Loan Association ("Clay County Savings"), announced
today that CCSB Financial Corp ("CCSB Financial Corp") the proposed holding
company for Clay County Savings, has completed its initial stock offering in
connection with Clay County Savings' conversion from a mutual to a stock
organization. A total of _______ shares were sold at the price of $10.00 per
share.
On ________________, Clay County Savings' Plan of Conversion was
approved by its voting members at a special meeting.
Mr. Davis said that the officers and boards of directors of CCSB
Financial Corp and Clay County Savings wished to express their thanks for the
response to the stock offering and that Clay County Savings looks forward to
serving the needs of its customers and new stockholders as a community-based
stock institution. The stock will commence trading the OTC Electronic Bulletin
Board under the symbol "____". Trident Securities of Raleigh, North Carolina
managed the stock offering.
II. Advertisements
A. Explanation
The intended use of the attached advertisement "A" is to notify Clay
County Savings' customers and members of the local community that the
conversion offering is underway.
The intended use of advertisement "B" is to remind Clay County Savings'
customers of the closing date of the Subscription Offering.
B. Media Schedule
1. Advertisement A - To be run immediately following OTS approval
and possibly run weekly for the first three weeks.
2. Advertisement B - To be run during the last week of the
subscription offering.
Trident may feel it is necessary to run more ads in order to remind
customers of the close of the Subscription Offering, and the Community
Offering, if conducted.
Alternatively, Trident may, depending upon the response from the
customer base, choose to run fewer ads or no ads at all.
These ads will run in the local newspapers.
The ad size will be as shown or smaller.
This is neither an offer to sell nor a solicitation of an offer to buy the
stock of CCSB Financial Corp. The offer is made only through the prospectus.
There shall be no offer in any state where such offer or solicitation of an
offer to buy CCSB Financial Corp stock would be unlawful. The shares of CCSB
Financial Corp common stock are not deposits or savings accounts and will not
be insured by the FDIC or any other governmental agency.
New Issue ________________, 2002
851,000 Shares
These shares are being offered pursuant
to the Plan of Conversion whereby
Clay County Savings and Loan Association
Liberty, Missouri, will convert from a federally-chartered mutual
savings association to a federally-chartered stock savings bank
and become a wholly owned subsidiary of
CCSB Financial Corp
Common Stock
---------------
Price $10.00 Per Share
---------------
Trident Securities
For a copy of the prospectus call _____________.
Advertisement (B)
CLAY COUNTY SAVINGS AND LOAN ASSOCIATION
_________, 2002 IS THE DEADLINE TO
SUBSCRIBE FOR STOCK OF CCSB FINANCIAL CORP
Customers of Clay County Savings and Loan Association
have the opportunity to invest in Clay County Savings by subscribing
for common stock in its proposed holding company.
CCSB FINANCIAL CORP
A Prospectus relating to these securities is
available at our Stock Information Center located
at our main office. The telephone number for the
Stock Information Center is _____________.
This is neither an offer to sell nor a solicitation of an offer to buy the stock
of CCSB Financial Corp. The offer is made only through the prospectus. There
shall be no offer in any state where such offer or solicitation of an offer to
buy CCSB Financial Corp stock would be unlawful. The shares of CCSB Financial
Corp common stock are not deposits or savings accounts and will not be insured
by the FDIC or any other governmental agency.
III. Question and Answer Brochure
A. Explanation
The Question and Answer brochure is an essential marketing piece in any
conversion. It serves two purposes: a) to answer specifically some of
the most commonly asked questions; and b) to highlight in brochure form
the intended stock purchases of Clay County Savings' officers and
directors shown in the Prospectus. Although most of the answers are
taken verbatim from the Prospectus, it saves the individual from
searching for the answer to a simple question.
B. Method of Distribution
There are three primary methods of distribution of the Question and
Answer brochure. However, regardless of the method the brochures must
always be accompanied by a Prospectus.
1. A Question and Answer brochure is sent out in the initial
mailing to all members of Clay County Savings.
2. Question and Answer brochures are available in Clay County
Savings' Stock Information Center.
3. Question and Answer brochures are sent out in a standard
information packet to all interested investors who phone the
Stock Information Center requesting information.
QUESTIONS AND ANSWERS
REGARDING
THE PLAN OF CONVERSION
In August, 2002 the Board of Directors of Clay County Savings and Loan
Association ("Clay County Savings") unanimously adopted the Plan of Conversion,
pursuant to which Clay County Savings will convert from a federally-chartered
mutual savings association to a federally-chartered stock savings bank (the
"Conversion"). In addition, all of Clay County Savings' outstanding capital
stock will be issued to CCSB Financial Corp ("CCSB Financial Corp"), which Clay
County Savings organized to be its holding company.
This brochure is provided to answer general questions you might have about the
Conversion. Following the Conversion, Clay County Savings will continue to
provide financial services to its depositors, borrowers and other customers as
it has in the past and will operate with its existing management and employees.
The Conversion will not affect the terms, balances, interest rates or existing
federal insurance coverage on Clay County Savings' deposits or the terms or
conditions of any loans to existing borrowers under their individual contract
arrangements with Clay County Savings.
For complete information regarding the Conversion, see both the Prospectus and
the Proxy Statement dated ___________. Copies of each of the Prospectus and the
Proxy Statement may be obtained by calling the Stock Information Center at
_____________.
This is neither an offer to sell nor a solicitation of an offer to buy
the stock of CCSB Financial Corp. The offer is made only through the prospectus.
There shall be no offer in any state where such offer or solicitation of an
offer to buy CCSB Financial Corp stock would be unlawful. The shares of CCSB
Financial Corp common stock are not deposits or savings accounts and will not be
insured by the FDIC or any other governmental agency.
QUESTIONS AND ANSWERS
CCSB Financial Corp
(the proposed holding company for
Clay County Savings and Loan Association)
MUTUAL TO STOCK CONVERSION
1. Q. What is a "Conversion"?
A. Conversion is a change in the legal form of organization. Clay
County Savings currently operates as a federally-chartered
mutual savings association with no stockholders. Through the
Conversion, Clay County Savings will become a
federally-chartered stock savings bank, and the stock of its
holding company, CCSB Financial Corp, will be held by those
individuals who purchase stock in the Subscription and
Community Offerings or in the open market following the
offerings.
2. Q. Why is Clay County Savings converting?
A. Clay County Savings, as a mutual savings bank, does not have
stockholders and has no authority to issue capital stock. By
converting to the stock form of organization, Clay County
Savings will be structured in the form used by commercial
banks, most business entities and a growing number of savings
institutions. The Conversion will be important to the future
growth and performance of Clay County Savings by providing a
larger capital base from which Clay County Savings may
operate, the ability to attract and retain qualified
management through stock-based employee benefit plans,
enhanced ability to diversify into other financial services
related activities and expanded ability to render services to
the public.
The Board of Directors and management of Clay County Savings
believe that the stock form of organization is preferable to
the mutual form of organization for a financial institution.
In fact, there has been a significant decline in the number of
mutual thrifts from over 12,500 mutual institutions at their
height in the late 1920's to fewer than 800 mutual thrifts
today.
Clay County Savings believes that converting to the stock form
of organization will allow Clay County Savings to more
effectively compete with local community banks, thrifts, and
with statewide and regional banks, which are in stock form.
Clay County Savings believes that by combining its existing
quality service and products with a local ownership base, Clay
County Savings' customers and community members who become
stockholders will be inclined to do more business with Clay
County Savings.
Furthermore, because Clay County Savings competes with
local and regional banks not only for customers, but also for
employees, it believes that the stock form of organization
will better afford Clay County Savings the opportunity to
attract and retain employees, management and directors through
various stock benefit plans
which are not available to mutual savings institutions.
3. Q. Is the Conversion beneficial to the communities that Clay
County Savings serves?
A. Management believes that the structure of the Subscription and
Community Offerings is in the best interest of the communities
that Clay County Savings serves because following the
Conversion it is anticipated that a significant portion of the
common stock of CCSB Financial Corp will be owned by local
residents desiring to share in the ownership of a local
community financial institution. Management desires that a
significant portion of the shares of common stock sold in the
Offerings will be sold to residents of Clay County, Missouri.
4. Q. What effect will the Conversion have on deposit accounts and
loans?
A. Terms and balances of accounts in Clay County Savings and
interest rates paid on such accounts will not be affected by
the Conversion. Insurable accounts will continue to be insured
by the Federal Deposit Insurance Corporation ("FDIC") up to
the maximum amount permitted by law. 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 Clay
County Savings.
5. Q. Will the Conversion cause any changes in Clay County Savings'
personnel?
A. No. Both before and after the Conversion, Clay County Savings'
business of accepting deposits, making loans and providing
financial services will continue without interruption with the
same board of directors, management and staff.
6. Q. What approvals must be received before the Conversion becomes
effective?
A. First, the Board of Directors of Clay County Savings must
adopt the Plan of Conversion, which occurred in August, 2002.
Second, the Office of Thrift Supervision must approve the
applications required to effect the Conversion. These
approvals have been obtained. Third, the Plan of Conversion
must be approved by a majority of all votes eligible to be
cast by Clay County Savings' voting members. A Special Meeting
of voting members will be held on ______________ to consider
and vote upon the Plan of Conversion.
CCSB FINANCIAL CORP
7. Q. What is a holding company?
A. A holding company is a business entity that owns another
entity. Concurrent with the Conversion, Clay County Savings
will become a subsidiary of CCSB Financial Corp, a holding
company Clay County Savings formed to hold all of its
outstanding capital stock.
8. Q. If I decide to buy stock in this offering, will I own stock in
CCSB Financial Corp or Clay County Savings?
A. You will own stock in CCSB Financial Corp. However, CCSB
Financial Corp, as a
holding company, will own all of the outstanding capital stock
of Clay County Savings.
9. Q. Why did the Board of Directors form CCSB Financial Corp?
A. The Board of Directors believes that the Conversion of Clay
County Savings and the formation of CCSB Financial Corp will
result in a stronger financial institution with the ability to
provide additional flexibility to diversify Clay County
Savings' business activities.
ABOUT BECOMING A STOCKHOLDER
10. Q. What are the Subscription and Community Offerings?
A. Under the Plan of Conversion, CCSB Financial Corp is offering
shares of stock in the Subscription Offering, to certain
current and former customers of Clay County Savings and to
Clay County Savings' Employee Stock Ownership Plan ("ESOP").
Shares which are not subscribed for in the Subscription
Offering, if any, may be offered to the general public in a
Community Offering with preference given to natural persons
and their trusts who are permanent residents of Clay County,
Missouri. These offerings are consistent with the board's
objective of Clay County Savings being a locally owned
financial institution. The Subscription Offering, and the
Community Offering, if conducted, are being managed by Trident
Securities.
11. Q. Must I pay a commission to buy stock in conjunction with the
Subscription Offering or Community Offering?
A. No. You will not pay a commission to buy the stock if the
stock is subscribed for in the Subscription Offering or
the Community Offering, if conducted.
12. Q. How many shares of CCSB Financial Corp common stock will be
issued in the Conversion?
A. It is currently expected that between 629,000 shares and
978,650 shares of common stock will be sold at a price of
$10.00 per share.
13. Q. How was the dollar size of the offering determined?
A. The aggregate price of the common stock was determined by
Ferguson and Company, an independent appraisal firm
specializing in the thrift industry, and was approved by the
Office of Thrift Supervision. The dollar size of the offering
is based on the pro forma market value of Clay County Savings
and CCSB Financial Corp, as determined by the independent
evaluation.
14. Q. Who is entitled to subscribe for stock in the Conversion?
A. The shares of CCSB Financial Corp to be issued in the
Conversion are being offered in the Subscription Offering to
the following categories in order of priority: (i) depositors
whose accounts in Clay County Savings total $50.00 or more as
of December 30,2000, (ii) the ESOP, (iii) depositors with
$50.00 or more on deposit at Clay County Savings as of
September 30, 2002, but not otherwise eligible in the first
two priority categories, and (iv) depositors of Clay County
Savings as of _____,
2002, but who are not otherwise eligible in the first three
priority categories. All of which is subject to the priorities
and purchase limitations set forth in the Plan of Conversion.
Common Stock not subscribed for in the Subscription Offering
may be offered in the Community Offering to certain members of
the general public, with preference given to natural persons
and trusts of natural persons residing in Clay County,
Missouri.
15. Q. Are the subscription rights transferable?
A. No. Subscription rights granted to Clay County Savings'
depositors and borrowers in the Conversion are not
transferable. Persons violating such prohibition, directly or
indirectly, may lose their right to subscribe for stock in the
Conversion and be subject to other possible sanctions. It is
the responsibility of each subscriber who is a depositor
and/or borrower to list completely all account numbers for
qualifying savings accounts or loans as of the qualifying date
on the stock order form.
16. Q. What are the minimum and maximum numbers of shares that I can
subscribe for in the Conversion?
A. The minimum stock purchase is 25 shares or $250.00. The
maximum purchase in the Conversion by any person or person
exercising rights through one account other than the ESOP, is
10,000 shares or $100,000.00.
17. Q. Will the Board of Directors and management of Clay County \
Savings subscribe for stock in CCSB Financial Corp?
A. Directors and executive officers of Clay County Savings are
expected to subscribe for _____ shares. The directors and
executive officers will pay the same $10.00 per share price as
all other persons who order stock in the Subscription or
Community Offerings.
18. Q. How do I subscribe for shares of stock?
A. To subscribe for shares of stock in the Subscription Offering,
you should send or deliver an original stock order form
together with full payment (or appropriate instructions for
withdrawal from permitted deposit accounts as described below)
to Clay County Savings in the postage-paid envelope provided.
The stock order form and payment or withdrawal authorization
instructions must be received prior to the close of the
Subscription Offering, which will terminate at 12:00 noon,
Central Time, on ______, 2002, unless extended. Payment for
shares may be made by check, money order or account
withdrawal. Subscribers who have deposit accounts with Clay
County Savings may include instructions on the stock order
form requesting withdrawal from such deposit account(s) to
subscribe for shares of CCSB Financial Corp. Withdrawals from
certificates of deposit may be made without incurring an early
withdrawal penalty.
If shares remain available for sale after the expiration of
the Subscription Offering, they may be offered in the
Community Offering, which may commence at any time after the
commencement of the Subscription Offering and may terminate at
any time
without notice, but may not terminate later than _____, 2001. Persons
who wish to order stock in the Community Offering should return their
stock order form as soon as possible after the Community Offering
begins. Members of the general public should contact the Stock
Information Center at _____________ for additional information before
submitting an order in the Community Offering.
19. Q. May I use funds in a retirement account to subscribe for stock?
A. Yes. If you are interested in using funds held in your retirement
account at Clay County Savings, you will need to transfer those funds
to a self-directed IRA with the custodian of your choice. This process
may be done without an early withdrawal penalty and generally without
a negative tax consequence to your retirement account. Due to the
additional paperwork involved; however, IRA transfers often require
several days to complete. Therefore, the process should be initiated
as soon as possible to have the self-directed IRA in place to
subscribe for the stock before the offering closes on ______, 2002.
Clay County Savings will not be responsible for delays caused by third
party brokerage firms which could result in IRA stock orders not
meeting the ______, 2001 deadline. For additional information or names
of local brokers offering this option, call the Stock Information
Center at _____________.
20. Q. Will I receive interest on funds I submit for a stock subscription?
A. Yes. Clay County Savings will pay interest at its passbook savings
account rate from the date the funds are received until completion of
the stock offering or termination of the Conversion. All funds
authorized for withdrawal from deposit accounts with Clay County
Savings will continue to earn interest at the contractual rate until
the date of the completion of the Conversion.
21. Q. May I obtain a loan from Clay County Savings to pay for shares
subscribed for in the Conversion?
A. No. Federal regulations prohibit Clay County Savings from making
loans for this purpose. However, federal regulations do not prohibit
you from obtaining a loan from another source for the purpose of
subscribing for stock in the Conversion.
22. Q. If I buy stock in the Conversion, how would I go about buying
additional shares or selling shares in the aftermarket?
A. You would contact a stock broker to buy or sell shares. However, as a
newly organized company, CCSB Financial Corp has never issued capital
stock, and consequently there is no established market for its common
stock at this time. CCSB Financial Corp has requested that Trident
Securities make a market for the common stock through the OTC
Electronic Bulletin Board. However, it is unlikely that an active
trading market for the common stock will develop, and
there can be no assurance that the shares of Common Stock being
offered in the Conversion can be resold at or above the $10.00
purchase price.
23. Q. What is CCSB Financial Corp's dividend policy?
A. We will not initially pay a cash dividend. Any future payment of
dividends will depend upon a number of factors including the net
proceeds retained in the conversion investment opportunities, capital
requirements, financial conditions, results of operations, tax
considerations, regulatory limitations and general economic
conditions.
24. Q. Will the FDIC insure the shares of CCSB Financial Corp?
A. No. The shares of CCSB Financial Corp are not savings deposits or
savings accounts and are not insured by the FDIC or any other
government agency.
25. Q. If I subscribe for shares and later change my mind, will I be able to
get a refund or modify my order?
A. No. Your order cannot be canceled, withdrawn or modified once it has
been received by Clay County Savings without the consent of Clay
County Savings.
ABOUT VOTING "FOR" THE PLAN OF CONVERSION
26. Q. Who is eligible to vote at the Special Meeting of Members to be held
to consider the Plan of Conversion?
A. You are eligible to vote at the Special Meeting of Members to be held
on _____, 2001 if you were a depositor or borrower of Clay County
Savings at the close of business on ______, 2001, and continue as such
until the Special Meeting. If you were a member on _______, 2001, you
should have received a proxy statement and a proxy card with which to
vote.
27. Q. How many votes do I have?
A. Each account holder is entitled to one vote for each $100, or fraction
thereof, on deposit in such account(s) as of _______, 2001. Each
borrower member is entitled to cast one vote in addition to the number
of votes, if any, he or she is entitled to cast as an account holder.
No member may cast more than 1,000 votes. These voting criteria are
established by law under Clay County Savings' charter.
28. Q. If I vote "against" the Plan of Conversion and it is approved, will I
be prohibited from buying stock during the Subscription Offering?
A. No. Voting against the Plan of Conversion in no way restricts you from
purchasing CCSB Financial Corp stock.
29. Q. Did the Board of Directors of Clay County Savings unanimously adopt
the Plan of conversion?
A. Yes. Clay County Savings' Board of Directors unanimously adopted the
Plan of Conversion and recommends that all members vote "FOR" approval
of such
Plan.
30. Q. What happens if Clay County Savings does not get enough votes to
approve the Plan of Conversion?
A. The Conversion would not take place, and Clay County Savings would
remain a mutual savings association.
31. Q. As a qualifying depositor or borrower of Clay County Savings, am I
required to vote?
A. No. However, failure to return your proxy card or otherwise vote will
have the same effect as a vote AGAINST the Plan of Conversion.
32. Q. What is a Proxy Card?
A. A proxy card gives you the ability to vote without attending the
Special Meeting in person. If you received more than one informational
packet, then you should vote the proxy cards in all packets. Your
proxy card(s) is (are) located in the window sleeve of your
informational packet(s).
You may attend the meeting and vote, even if you have returned your
proxy card, if you choose to do so. However, if you are unable to
attend, you still are represented by proxy. Previously executed
proxies, other than those proxies sent pursuant to the Conversion,
will not be used to vote for approval of the Plan of Conversion, even
if the respective members do not execute another proxy or attend the
Special Meeting and vote in person.
33. Q. How can I get further information concerning the stock offering?
A. You may call the Stock Information Center at _____________ for further
information or to request a copy of the Prospectus, a stock order
form, a proxy statement or a proxy card.
This is neither an offer to sell nor a solicitation of an offer to buy the
stock of CCSB Financial Corp. The offer is made only through the prospectus.
There shall be no offer in any state where such offer or solicitation of an
offer to buy CCSB Financial Corp stock would be unlawful. The shares of CCSB
Financial Corp common stock are not deposits or savings accounts and will not be
insured by the FDIC or any other governmental agency.
(Trident Letterhead)
May __, 2001
To Members and Friends of Clay County Savings and Loan Association:
Trident Securities, a member of the National Association of Securities
Dealers, Inc., is assisting Clay County Savings and Loan Association("Clay
County Savings") in its Conversion from a federally-chartered mutual savings
association to a federally-chartered stock savings bank, whereby Clay County
Savings will operate as a wholly-owned subsidiary of CCSB Financial Corp ("CCSB
Financial Corp").
At the request of Clay County Savings, we are enclosing materials
explaining the subscription offering process and your right to subscribe for
shares of common stock of CCSB Financial Corp. Please read the enclosed offering
materials carefully before subscribing for stock.
If you have any questions, please call the Stock Information Center at
_____________.
Sincerely,
TRIDENT SECURITIES
This is neither an offer to sell nor a solicitation of an offer to buy the
stock of CCSB Financial Corp. The offer is made only through the prospectus.
There shall be no offer in any state where such offer or solicitation of an
offer to buy CCSB Financial Corp stock would be unlawful. The shares of CCSB
Financial Corp common stock are not deposits or savings accounts and will not
be insured by the FDIC or any other governmental agency.
(Clay County Savings Letterhead)
____________, 2001
Dear Valued Customer:
Clay County Savings Federal Savings ("Clay County Savings") is pleased to
announce that it has received regulatory approval to proceed with its plan to
convert to a federally-chartered stock savings bank. This stock conversion is
the most significant event in the history of Clay County Savings in that it
allows customers, community members, directors and employees an opportunity to
own stock in CCSB Financial Corp ("CCSB Financial Corp"), the proposed holding
company for Clay County Savings.
We want to assure you that the Conversion will not affect the terms,
balances, interest rates or existing FDIC insurance coverage deposits at Clay
County Savings, or the terms or conditions of any loans to existing borrowers
under their individual contract arrangements with Clay County Savings. Let us
also assure you that the Conversion will not result in any changes in the
management, personnel or the Board of Directors of Clay County Savings.
As one of our valued members, you have the opportunity to invest in Clay
County Savings' future by subscribing for stock in CCSB Financial Corp during
the Subscription Offering, without paying a sales commission. If you decide to
exercise your rights to subscribe for shares, you must return the properly
completed stock order form together with full payment for the subscribed shares
to be received by Clay County Savings no later than 12:00 noon. Central Time on
__________, 2002.
The Plan of Conversion will be voted on at a Special Meeting of members to
be held on ________, 2002. Your Board of Directors urges you to vote "FOR" Clay
County Savings' Plan of Conversion on the enclosed proxy card. A vote in favor
of the Plan does not obligate you to subscribe for stock. Please sign and return
your proxy card promptly; your vote is important to us.
We have also enclosed a Prospectus and Proxy Statement that fully describes
Clay County Savings, its management, Board of Directors, business and the Plan
of Conversion. Please review it carefully before you vote or invest. For your
convenience we have established a Stock Information Center. If you have any
questions, please call the Stock Information Center collect at _____________.
We look forward to continuing to provide quality financial services to you.
Sincerely,
John R. Davis
President and CEO
This is neither an offer to sell nor a solicitation of an offer to buy the
stock of CCSB Financial Corp. The offer is made only through the prospectus.
There shall be no offer in any state where such offer or solicitation of an
offer to buy CCSB Financial Corp stock would be unlawful. The shares of CCSB
Financial Corp common stock are not deposits or savings accounts and will not
be insured by the FDIC or any other governmental agency.
(Clay County Savings Letterhead)
____________, 2001
Dear Interested Investor:
Clay County Savings and Loan Association ("Clay County Savings") is pleased
to announce that it has received regulatory approval to proceed with its plan to
convert to a federally-chartered stock savings bank. This stock conversion is
the most significant event in the history of Clay County Savings in that it
allows customers, community members, directors and employees an opportunity to
own stock in CCSB Financial Corp ("CCSB Financial Corp"), the proposed holding
company for Clay County Savings.
We want to assure you that the Conversion will not affect the terms,
balances, interest rates or existing FDIC insurance coverage on Clay County
Savings deposits, or the terms or conditions of any loans to existing borrowers
under their individual contract arrangements with Clay County Savings. Let us
also assure you that the Conversion will not result in any changes in the
management, personnel or the Board of Directors of Clay County Savings.
Enclosed is a Prospectus that fully describes Clay County Savings, its
management, Board of Director, business and Plan of Conversion. Please review it
carefully before you make an investment decision. If you decide to invest,
please return to Clay County Savings a properly completed stock order form
together with full payment for shares at your earliest convenience but not later
than 12:00 noon Central Time on _______, 2002. For your convenience we have
established a Stock Information Center. If you have any questions, please call
the Stock Information Center collect at _____________.
We look forward to continuing to provide quality financial services to you.
Sincerely,
John R. Davis
President and CEO
This is neither an offer to sell nor a solicitation of an offer to buy the
stock of CCSB Financial Corp. The offer is made only through the prospectus.
There shall be no offer in any state where such offer or solicitation of an
offer to buy CCSB Financial Corp stock would be unlawful. The shares of CCSB
Financial Corp common stock are not deposits or savings accounts and will not
be insured by the FDIC or any other governmental agency.
(Clay County Savings Letterhead)
____________, 2001
Dear Friend:
Clay County Savings and Loan Association ("Clay County Savings") is pleased
to announce that it has received regulatory approval to proceed with its plan to
convert to a federally-chartered stock savings bank. This stock conversion is
the most significant event in the history of Clay County Savings in that it
allows customers, community members, directors and employees an opportunity to
own stock in CCSB Financial Corp ("CCSB Financial Corp"), the proposed holding
company for Clay County Savings.
We want to assure you that the Conversion will not affect the terms,
balances, interest rates or existing FDIC insurance coverage on Clay County
Savings deposits, or the terms or conditions of any loans to existing borrowers
under their individual contract arrangements with Clay County Savings. Let us
also assure you that the Conversion will not result in any changes in the
management, personnel or the Board of Directors of Clay County Savings.
Our records indicate that you were a depositor of Clay County Savings on
December 30, 2000 or September 30, 2002, but that you were not a member on
October _, 2002. Therefore, under applicable law, you are entitled to subscribe
for common stock in CCSB Financial Corp's Subscription Offering. Orders
submitted by you and others in the Subscription Offering are contingent upon the
current members' approval of the Plan of Conversion at a special meeting of
members to be held on ________, 2002 and upon receipt of all required regulatory
approvals.
If you decide to exercise your rights to subscribe for stock, you must
return the properly completed stock order form together with full payment for
the subscribed shares so that it is received by Clay County Savings not later
than 12:00 noon. Central Time on _______, 2002.
Enclosed is a Prospectus that fully describes Clay County Savings, its
management, Board of Directors, business and Plan of Conversion. Please review
it carefully before you invest. For your convenience we have established a Stock
Information Center. If you have any questions, please call the Stock Information
Center collect at _____________.
We look forward to continuing to provide quality financial services to you.
Sincerely,
John R. Davis
President and CEO
This is neither an offer to sell nor a solicitation of an offer to buy the
stock of CCSB Financial Corp. The offer is made only through the prospectus.
There shall be no offer in any state where such offer or solicitation of an
offer to buy CCSB Financial Corp stock would be unlawful. The shares of CCSB
Financial Corp common stock are not deposits or savings accounts and will not
be insured by the FDIC or any other governmental agency.
VII. Proxy Reminder
A. Explanation
A proxy reminder is used when the majority of votes needed to adopt the
Plan of Conversion is still outstanding. The proxy reminder is mailed to
those "target vote" depositors who have not previously returned their
signed proxy.
The target vote depositors are determined by the conversion agent.
B. Example
C. Size
Proxy reminder is approximately 8 1/2" x 11".
B. Example
- --------------------------------------------------------------------------------
P R O X Y R E M I N D E R
Clay County Savings and Loan Association
YOUR VOTE ON OUR STOCK CONVERSION PLAN HAS NOT BEEN RECEIVED. YOUR VOTE IS VERY
IMPORTANT, PARTICULARLY SINCE FAILURE TO VOTE IS EQUIVALENT TO VOTING AGAINST
THE PLAN OF CONVERSION.
VOTING FOR THE PLAN OF CONVERSION WILL NOT AFFECT THE INSURANCE OF YOUR
ACCOUNTS. DEPOSIT ACCOUNTS WILL CONTINUE TO BE FEDERALLY INSURED UP TO THE
APPLICABLE LIMITS.
YOU MAY SUBSCRIBE FOR STOCK IF YOU WISH, BUT VOTING DOES NOT OBLIGATE YOU TO BUY
STOCK.
PLEASE ACT PROMPTLY! SIGN THE ENCLOSED PROXY CARD AND MAIL, OR DELIVER, THE
PROXY CARD TO CLAY COUNTY SAVINGS TODAY.
PLEASE VOTE ALL PROXY CARDS RECEIVED.
WE RECOMMEND THAT YOU VOTE TO APPROVE THE PLAN OF CONVERSION. THANK YOU.
THE BOARD OF DIRECTORS AND MANAGEMENT OF
CLAY COUNTY SAVINGS AND LOAN ASSOCIATION
- -------------------------------------------------------------------------------
IF YOU RECENTLY MAILED THE PROXY,
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST
FOR FURTHER INFORMATION CALL _____________.
This is neither an offer to sell nor a solicitation of an offer to buy the
stock of CCSB Financial Corp. The offer is made only through the prospectus.
There shall be no offer in any state where such offer or solicitation of an
offer to buy CCSB Financial Corp stock would be unlawful. The shares of CCSB
Financial Corp common stock are not deposits or savings accounts and will not
be insured by the FDIC or any other governmental agency.
VII. Subscription Rights Special Notice
A. Explanation
In an effort to educate depositors and/or borrowers of Clay County Savings
about their subscription rights and the possible violation or transfer of
subscription rights which could occur, each member and friend will receive
a special one-page notice. The notice should be printed on a colored paper
and will contain language from the Prospectus that discusses the transfer
of subscription rights.
A. Example enclosed
Subscription Rights
Special Notice
Any transfer of, or attempt to transfer, a subscription right to any
other person is illegal and subject to civil fines and/or penalties and even
criminal fines and/or penalties. Clay County Savings and Loan Association
intends to prosecute vigorously any transfer of, or attempt to transfer,
subscription rights that come to its attention.
If you are contacted by anyone offering to give you money to buy stock in
exchange for transferring the stock to them later, share in any way proceeds
upon the sale of the stock, or transfer your subscription rights in any other
way, please call us immediately at ____________________.