Dear Shareholders:
Thank you for your patience as we have worked to complete our conversion in the
midst of the recent stock market turmoil. When we made our decision to convert
from the mutual holding company form in January of this year, we could not
foresee the dramatic market changes that occurred this summer and fall.
As you are probably aware, upon completion of the Subscription Offering and the
Direct Community Offering we did not receive sufficient subscriptions to close
the offering at the minimum of the offering range. After a review of market
conditions and the results of our initial offering, we determined to proceed
with the conversion. We believe that the fundamental reasons for the
conversion have not changed. As we described in our prospectus, the advantages
of the conversion are: (1) the stock holding company form of organization
provides greater flexibility to acquire other financial institutions and
diversify operations, (2) the offering will provide a larger capital base to
support the growth of Pulaski Bank, and (3) the larger number of shares
outstanding should permit a more active market for our stock.
In accordance with Pulaski Bank=s Plan of Conversion, our independent appraiser
updated its appraisal of the pro forma market value of Pulaski Bank. This
updated appraisal reflects a decrease in the offering range from 4,080,000 to
5,520,000 shares to 1,870,000 to 2,530,000 shares. The purchase price remains
at $10.00 per share. The reduction in the offering range reflects the current
condition of the stock market, not any material change in Pulaski Bank=s
earnings or operations. Information regarding the updated appraisal and its
effect on the anticipated pro forma book value and capitalization of Pulaski
Financial Corp. and Pulaski Bank as well as on the revised dividend policy of
Pulaski Financial Corp. is set forth in the enclosed Proxy Supplement.
The Special Meeting of Shareholders which was adjourned on September 28, 1998
will be reconvened on __________, 1998 for the purpose of voting on a proposal
to approve the Plan of Conversion. Please see the enclosed Proxy Supplement for
information on voting and proxy procedures.
We look forward to the completion of our conversion and having you as a
stockholder of Pulaski Financial Corp. If you have any questions, please call
us at (314) 878-5200. The Board of Directors and Management of Pulaski Bank
thank you for your continued support.
Sincerely,
William A. Donius
President and Chief Executive Officer
EXHIBIT 99.9
PULASKI BANK, A FEDERAL SAVINGS BANK
12300 OLIVE BOULEVARD
ST. LOUIS, MISSOURI 63141
(314) 878-2210
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE RECONVENED ON , 1998
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NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders ("Special
Meeting") of Pulaski Bank, A Federal Savings Bank ("Bank") adjourned on
September 28, 1998 will be reconvened at the main office of the Bank, 12300
Olive Boulevard, St. Louis, Missouri, on ________, __________, 1998, at 4:00
p.m., Central Time, for the following purpose:
1. To consider and vote upon a proposal to approve a Plan of Conversion
from Mutual Holding Company to Stock Holding Company and Agreement and
Plan of Reorganization ("Plan of Conversion") adopted by Pulaski
Bancshares, M.H.C. (the "MHC") and the Bank, pursuant to which (i) the
MHC will convert to a federally chartered interim stock savings bank and
merge into the Bank, with the Bank being the surviving institution, (ii)
the Bank and a newly formed federally chartered interim stock savings
bank will merge, with the Bank being the surviving institution and
becoming a wholly-owned subsidiary of a newly formed stock corporation
named Pulaski Financial Corp. (the "Holding Company") and (iii) the
Holding Company will sell shares of its common stock to the public and
issue shares of its common stock in exchange for shares of the Bank's
common stock, all on and subject to the terms and conditions contained
therein; and
2. To consider and act upon such other matters as may properly come before
the Special Meeting or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the Special Meeting.
Any action may be taken on the foregoing proposal at the Special Meeting on
the date specified above, or on any date or dates to which, by further
adjournment, the Special Meeting may be adjourned. Pursuant to the Bank's
Bylaws, the Board of Directors has fixed the close of business on July 31, 1998
as the record date for the determination of the stockholders entitled to notice
of and to vote at the Special Meeting and any adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
MICHAEL J. DONIUS
Secretary
St. Louis, Missouri
__________, 1998
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SUPPLEMENT TO PROXY STATEMENT
OF
PULASKI BANK, A FEDERAL SAVINGS BANK
12300 OLIVE BOULEVARD
ST. LOUIS, MISSOURI 63141
(314) 878-2210
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SPECIAL MEETING OF STOCKHOLDERS
, 1998
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This Supplement provides updated information with respect to the Special
Meeting of Stockholders of Pulaski Bank, A Federal Savings Bank ("Bank") to be
reconvened at the Bank's main office, 12300 Olive Boulevard, St. Louis,
Missouri, on _____________, 1998, at 4:00 p.m., Central Time.
The Notice of Special Meeting of Stockholders and Proxy Statement were
mailed on or about August 21, 1998 to all stockholders entitled to vote at the
Special Meeting. This Supplement was mailed on or about ________, 1998 to all
stockholders entitled to vote at the Special Meeting.
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REVOCABILITY OF PROXIES
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Stockholders who execute proxies retain the right to revoke them at any
time before they are voted. Stockholders may revoke any proxy by written notice
delivered in person or mailed to the Secretary of the Bank or by filing a proxy
bearing a later date prior to a vote being taken on a particular proposal at the
Special Meeting. Attendance at the Special Meeting will not automatically
revoke a proxy, but a stockholder of record in attendance may request a ballot
and vote in person, thereby revoking a prior granted proxy. If you have
previously returned your proxy and you do not wish to change your vote, no
action need be taken.
New proxy cards may be obtained upon oral or written request from Michael
J. Donius, Secretary of the Bank, at 12300 Olive Boulevard, St. Louis, Missouri
63141, telephone (314) 878-2210.
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PURPOSE OF THIS SUPPLEMENT
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The purpose of this Supplement is to provide stockholders of the Bank the
opportunity to review information regarding (1) the decrease in the offering
range for the stock offering by Pulaski Financial Corp. (the "Holding Company")
and the resulting decrease in the ratio at which shares of the Bank's common
stock will be exchanged for shares of the Holding Company's common stock and (2)
the change in the intended dividend policy of the Holding Company.
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INCORPORATION BY REFERENCE
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Each person receiving this Supplement is also receiving the Prospectus
Supplement of Pulaski Financial Corp. dated _______, 1998. Although such
Prospectus Supplement is incorporated herein by reference, this Supplement does
not constitute an offer to sell or a solicitation of an offer to buy the common
stock of the Holding Company. Such offer and solicitation is made only by the
Prospectus and Prospectus Supplement in such jurisdictions where it is lawful to
do so.
The Bank urges you to read carefully the sections of the Prospectus
Supplement that describe the following:
(1) The revised offering range and resulting change in the exchange ratio
(see "THE REVISED VALUATION RANGE" in the Prospectus Supplement);
(2) The Holding Company's proposed dividend policy (See "REVISED DIVIDEND
POLICY" in the Prospectus Supplement);
(3) The impact of the conversion on the stockholders of the Bank (See"
EFFECT OF THE CONVERSION ON THE BANK'S STOCKHOLDERS" in the Prospectus
Supplement);
(4) The historical capitalization of the Bank and the pro forma
capitalization of the Holding Company (see "CAPITALIZATION" in the
Prospectus Supplement);
(5) The historical and pro forma capital compliance of the Bank (see
"HISTORICAL AND PRO FORMA CAPITAL COMPLIANCE" in the Prospectus
Supplement);
(6) Pro forma financial information with respect to the conversion (see
"PRO FORMA DATA" in the Prospectus Supplement);
(7) The Holding Company and the Bank's respective intended use of proceeds
of the offering (see "USE OF PROCEEDS" in the Prospectus Supplement);
and
(8) The interim consolidated financial statements of the Bank appearing in
the Prospectus Supplement.
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OTHER MATTERS
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The Board of Directors of the Bank is not aware of any business to come
before the Special Meeting other than those matters described in the Proxy
Statement as amended and supplemented by this Supplement. However, if any other
matters should properly come before the Special Meeting, it is intended that
executed proxies will be voted in respect thereof in accordance with the
judgment of the person or persons voting the proxies.
BY ORDER OF THE BOARD OF DIRECTORS
MICHAEL J. DONIUS
Secretary
St. Louis, Missouri
____________, 1998
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