EXHIBIT 99.3
PEOPLES BANKCORP, INC.
PROPOSED HOLDING COMPANY FOR
OGDENSBURG FEDERAL SAVINGS AND LOAN ASSOCIATION
OGDENSBURG, NEW YORK
PROPOSED MARKETING MATERIALS
Marketing Materials
Peoples Bankcorp, Inc.
Ogdensburg, New York
Table of Contents
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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. Individual Letters and Community Meeting Invitations
V. IRA Mailing
A. Explanation
B. Quantity
C. IRA Mailing Example
VI. Counter Cards and Lobby Posters
A. Explanation
B. Quantity
VII. Proxy Reminder
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 the Association 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
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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 & Association 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 Media List
----------------
(To be provided)
Newspaper
- ---------
Radio
- -----
D. Press Release Examples
PRESS RELEASE FOR IMMEDIATE RELEASE
---------------------
For More Information Contact:
Robert E. Wilson, President
(315) 393-4340
OGDENSBURG FEDERAL SAVINGS AND LOAN ASSOCIATION
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CONVERSION TO STOCK FORM APPROVED
---------------------------------
Ogdensburg, New York (__________, 1998) - Robert E. Wilson, President of
Ogdensburg Federal Savings and Loan Association ("Ogdensburg Federal"),
Ogdensburg, New York, announced that Ogdensburg Federal has received approval
from the Office of Thrift Supervision to convert from a federally-chartered
mutual Association to a federally-chartered stock Association. In connection
with the Conversion, Ogdensburg Federal has formed a holding company, Peoples
Bankcorp, Inc., to hold all of the outstanding capital stock of Ogdensburg
Federal Savings and Loan Association.
Peoples Bankcorp, Inc. is offering up to 198,375 shares of its common
stock, subject to adjustment, at a price of $10.00 per share. Certain account
holders and borrowers of Ogdensburg Federal will have an opportunity to
subscribe for stock through a Subscription Offering that closes on _________,
1998. 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 St. Lawrence County, New York. The Subscription Offering and
Community Offering, will be managed by Trident Securities, Inc. of Raleigh,
North Carolina. Copies of the Prospectus relating to the offerings and
describing the Plan of Conversion will be mailed to customers on ____________,
1998.
As a result of the Conversion, Ogdensburg Federal Savings and Loan
Association will be structured in the stock form as are all commercial banks and
an increasing number of savings
institutions and will be a wholly-owned subsidiary of Peoples Bankcorp, Inc.
According to Mr. Wilson, "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
Ogdensburg Federal's Stock Information Center at (315)____________, or visit
Ogdensburg Federal's office.
PRESS RELEASE FOR IMMEDIATE RELEASE
---------------------
For More Information Contact:
Robert E. Wilson, President & CEO
(315) 393-4340
PEOPLES BANKCORP, INC. COMPLETES INITIAL STOCK OFFERING
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Ogdensburg, New York - (__________, 1998) Robert E. Wilson, President of
Ogdensburg Federal Savings and Loan Association ("Ogdensburg Federal" or the
"Association"), announced today that Peoples Bankcorp, Inc., the proposed
holding company for Ogdensburg Federal, has completed its initial stock offering
in connection with the Association's conversion from mutual to stock form. A
total of ________ shares were sold at the price of $10.00 per share.
On ____________, 1998, Ogdensburg Federal's Plan of Conversion was approved
by the Association's voting members at a special meeting of members.
Mr. Wilson said that the officers and boards of directors of Peoples
Bankcorp, Inc. and the Association wished to express their thanks for the
response to the stock offering and that Ogdensburg Federal looks forward to
serving the needs of its customers and new stockholders as a community-based
stock institution. The stock commenced trading on _________, 1998 on the OTC
Electronic Bulletin Board under the symbol "______". Trident Securities, Inc.
of Raleigh, North Carolina managed the stock offering.
II. Advertisements
A. Explanation
The intended use of the attached advertisement "A" is to notify Ogdensburg
Federal's customers and members of the local community that the conversion
offering is underway.
The intended use of advertisement "B" is to remind Ogdensburg Federal's
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 announcement is neither an offer to sell nor a solicitation of an offer to
buy these securities. The offer is made only by the prospectus. These shares
have not been approved or disapproved by the Securities and Exchange Commission,
the Office of Thrift Supervision or the Federal Deposit Insurance Corporation,
nor has such commission, office or corporation passed upon the accuracy or
adequacy of the prospectus. Any representation to the contrary is unlawful.
NEW ISSUE ____________, 1998
198,375 SHARES
These shares are being offered pursuant
to a Plan of Conversion whereby
OGDENSBURG FEDERAL SAVINGS AND LOAN ASSOCIATION
Ogdensburg, New York, will
convert from a federal mutual Association
to a federal capital stock Association
and become a wholly owned subsidiary of
PEOPLES BANKCORP, INC.
COMMON STOCK
---------------
PRICE $10.00 PER SHARE
---------------
TRIDENT SECURITIES, INC.
For a copy of the prospectus call (315) 263-4243.
Copies of the prospectus may be obtained in any State in which this announcement
is circulated from Trident Securities, Inc. or such other brokers and dealers
as may legally offer these securities in such state.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY.
Advertisement (B)
OGDENSBURG FEDERAL
__________, 1998 IS THE DEADLINE TO
ORDER STOCK OF PEOPLES BANKCORP, INC.
Customers of Ogdensburg Federal Savings and Loan Association
have the opportunity
to invest in Ogdensburg Federal Savings and Loan Association
by subscribing
for common stock in its proposed holding company
PEOPLES BANKCORP, INC.
A Prospectus relating to these securities is
available at our office or by calling our
Stock Information Center at (315) 263-4243.
This announcement is neither an offer to sell nor a
solicitation of an offer to buy the stock of
Peoples Bankcorp, Inc. The offer is made only by the
Prospectus. The shares of common stock are not
deposits or savings accounts and will not be insured
by the Federal Deposit Insurance Corporation
or any other government agency.
Copies of the Prospectus may be obtained in any State in which this announcement
is circulated from Trident Securities, Inc. or such other brokers and dealers
as may legally offer these securities in such state.
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 some of the most commonly
asked questions in "plain, everyday language"; and b) to highlight in
brochure form the purchase commitments of the Association's 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 four primary methods of distribution of the Question and Answer
brochure. However, regardless of the method the brochures are always
accompanied by a Prospectus.
1. A Question and Answer brochure is sent out in the initial mailing to
all members of the Association.
2. Question and Answer brochures are available in Ogdensburg Federal's
office.
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.
PROPOSED OFFICER AND DIRECTOR PURCHASES
Total Shares Aggregate Price of Percent of Shares
Name and Position Purchased Shares Purchased Purchased
- ----------------- ------------ ------------------ -----------------
Robert E. Hentschel, Chairman 7,000 $ 70,000 _____%
Anthony P. LeBarge, Sr., Director 10,000 $100,000 _____%
George Silver, Director 10,000 $100,000 _____%
Wesley L. Stitt, Director 7,000 $ 70,000 _____%
Robert E. Wilson, President 10,000 $100,000 _____%
and CEO, Director
All Directors and Executive Officers
as a group (5 persons) 44,000 $440,000 _____%
Ogdensburg Federal Savings and Loan Association
Ogdensburg, New York
Questions and Answers Regarding the Subscription and Community Offering
MUTUAL TO STOCK CONVERSION
--------------------------
Ogdensburg's Board of Directors has unanimously voted to convert Ogdensburg
Federal Savings and Loan Association ("Ogdensburg Federal") from its present
mutual form to a stock institution, subject to approval of the conversion by
Ogdensburg Federal's members and regulatory authorities. Complete details on
the conversion, including reasons for conversion, are contained in the
Prospectus and Proxy Statement. We urge you to read them carefully.
This brochure is provided to answer basic questions you might have about the
conversion. Remember, the conversion will not affect the rate on any of your
savings accounts, deposit certificates, or loans.
1. Q. What is a "Conversion"?
A. Conversion is a change in the legal form of organization. Ogdensburg
Federal currently operates as a federally-chartered mutual savings and
loan association with no shareholders. Through the conversion,
Ogdensburg Federal will form a holding company, Peoples Bankcorp, Inc.
("Peoples Bankcorp"), which will ultimately own all of the outstanding
stock of Ogdensburg Federal. Peoples Bankcorp will issue common stock
in the conversion, as described below, and will be a publicly-owned
company.
2. Q. Why is Ogdensburg Federal converting?
A. As a federally-chartered mutual savings and loan association,
Ogdensburg Federal does not have stockholders and has no authority to
issue stock. By converting to the stock form of organization,
Ogdensburg Federal will be structured in the form used by all
commercial Banks, most business entities and a growing number of
savings institutions. The Conversion will be important to the future
growth and performance of Ogdensburg Federal by providing a larger
capital base on which it may operate, enhance future access to capital
markets and, if desired, enhance Ogdensburg Federal's ability to
diversify into other financial service-related activities. Currently,
Ogdensburg Federal has no specific plans, agreements, arrangements or
understandings regarding such diversification.
3. Q. Will the conversion have any effect on savings accounts,
certificates of deposit or loans with Ogdensburg Federal?
A. No. The conversion will not change the amount, interest rate or
withdrawal rights of any savings and checking accounts or certificates
of deposit. The rights and obligations of borrowers under their loan
agreements will not be affected. However, upon consummation of the
conversion, Ogdensburg Federal 's deposit account holders and
borrowers will no longer have voting rights unless they purchase
common stock in Peoples Bankcorp.
4. Q. Will the conversion cause any changes in personnel or management?
A. No. The conversion will not cause any changes in personnel or
management. The normal day-to-day operations will continue as before.
5. Q. Did the Board of Directors of Ogdensburg Federal approve the
conversion?
A. Yes. The Board of Directors unanimously adopted the Plan of
Conversion on _______, 1998.
THE SUBSCRIPTION AND COMMUNITY OFFERING
---------------------------------------
6. Q. Who is entitled to subscribe Peoples Bankcorp common stock?
A. Rights to subscribe for common stock will be given in order of
priority to (i) depositors of Ogdensburg Federal as of June 30, 1997
with a $50.00 minimum deposit at that date (the "Eligible Account
Holders"); (ii) Ogdensburg Federal Savings and Loan Association's
employee stock ownership plan (the "ESOP"), a tax qualified employee
stock benefit plan; (iii) depositors of Ogdensburg Federal Savings and
Loan Association, who are not Eligible Account Holders, with $50.00 or
more on deposit as of September 30, 1998 (the "Supplemental Eligible
Account Holders"); and (iv) certain depositors and borrowers of
Ogdensburg Federal as of _______, 1998, the Voting Record Date ("Other
Members"), subject to the purchase limitations set forth in the Plan
of Conversion.
Shares that are not subscribed for during the subscription offering,
if any, may be offered to the general public through a community
offering with preference given to natural persons and trusts of
natural persons who are permanent residents of St. Lawrence County,
New York (the "Local Community"). It is anticipated that any shares
not subscribed for in the Subscription and Community Offerings will be
offered to certain members of the general public through a syndicate
of registered broker dealers pursuant to selected dealers agreements
in a Syndicated Community Offering.
7. Q. How do I subscribe for shares of stock?
A. Eligible customers wishing to exercise their subscription rights must
return the enclosed Stock Order Form to Ogdensburg Federal. The Stock
Order Form must be completed and returned along with full payment or
appropriate instructions authorizing a withdrawal from a deposit
account at Ogdensburg Federal on or prior to the close of the
Subscription Offering which is 12:00 noon, Eastern time, on December
___, 1998, unless extended.
8. Q. How can I pay for my subscription stock order?
A. First, you may pay for your stock in cash (if delivered in person to
Ogdensburg Federal) or by check or money order. Subscription funds will
earn interest at Ogdensburg Federal's passbook rate from the day we
receive them until the completion or termination of the conversion.
Second, you may authorize us to withdraw funds from your Ogdensburg
Federal savings account or certificate of deposit without early
withdrawal penalty. These funds will continue to earn interest at the
rate in effect for your account until completion of the offering at
which time your funds will be withdrawn for your purchase. Funds
remaining in this account (if any) will continue at the contractual
rate unless the withdrawal reduces the account balance below the
applicable minimum in which case you will receive interest at the
passbook rate. A hold will be placed on your account for the amount 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.
If you want to use Individual Retirement Account deposits held at
Ogdensburg Federal to purchase stock, call our Stock Information
Center at (315) __________ for assistance. There will be no early
withdrawal or IRS penalties incurred by these transactions, but
additional paperwork is necessary.
9. Q. When must I place my order for shares of stock?
A. To exercise subscription rights in the subscription offering, a Stock
Order Form must be received by Ogdensburg Federal with full payment for
all shares subscribed for not later than 12:00 noon, Eastern time, on
December ___, 1998.
Non-customers desiring to order shares through the community offering,
if any, must order shares before the close of the community offering,
if any, which will be no sooner than 12:00 noon, Eastern time on
December __, 1998, unless extended.
10. Q. How many shares of stock are being offered?
A. Peoples Bankcorp, Inc. is offering up to 198,375 shares of common
stock at a price of $10.00 per share. The number of shares may be
decreased to 127,500 or increased to 198,375 in response to the
independent appraiser's final determination of the consolidated pro
forma market value of Peoples Bankcorp and Ogdensburg Federal, as
converted.
11. Q. What is the minimum and maximum number of shares that I can purchase
during the offering period?
A. The minimum number of shares that may be purchased is 25 shares. No
Stock Order Form will be accepted for less than $250. The maximum
number of shares that may be purchased per eligible depositor in the
subscription offering is 5,000 shares (or $50,000). We may decrease or
increase the maximum purchase limitation without notifying you. In
certain, instances, your purchase might be grouped together with
purchases by persons with other accounts with whom you are affiliated
or related and in that event the aggregate purchases may not exceed
10,000 shares ($100,000).
12. Q. How was it determined that between 127,500 shares and 198,375
shares of stock would be issued at $10.00 per share?
A. The share range was determined through an appraisal of Peoples
Bankcorp and Ogdensburg Federal, as converted, by Feldman Financial
Advisors, Inc., an independent appraisal firm specializing in the
thrift industry.
13. Q. Must I pay a commission on the stock for which I subscribe?
A. No. You will not pay a commission on stock purchased in the
Subscription Offering, the Community Offering, if any, or Syndicated
Community Offering, if any.
14. Q. Will I receive interest on funds I submit for stock purchases?
A. Yes. Ogdensburg Federal will pay its current passbook rate from the
date funds are received (with a completed Stock Order Form) during the
subscription and community offerings until completion of the
conversion.
15. Q. If I have misplaced my Stock Order Form, what should I do?
A. Ogdensburg Federal will mail you another order form or you may
obtain one from Ogdensburg Federal's main office. If you need
assistance in obtaining or completing a Stock Order Form, please call
or visit the Stock Information Center.
16. Q. Will there be any dividends paid on the stock?
A. The Company does not intend to initially pay dividends on the
common stock in the first year following the conversion. After the
first year, management will review the adoption of a dividend policy.
No assurance can be given that any dividends (regular or special) will
be paid on the Common Stock or that, if paid, such dividends will not
be reduced or eliminated in future periods.
17. Q. How much stock do the directors and officers of Ogdensburg Federal
intend to purchase through the Subscription Offering?
A. Directors and executive officers intend to purchase 44,000 shares
($440,000). The purchase price paid by directors and officers will be
the same as that paid by customers and the general public.
18. Q. Are the subscription rights transferable to another party?
A. No. Pursuant to federal regulations, subscription rights granted to
Eligible Account Holders, Supplemental Eligible Account Holders and
Other Members may be exercised only by the person(s) to whom they are
granted. Any person found to be transferring or selling subscription
rights will be subject to forfeiture of such rights and other
penalties.
19. Q. I closed my account several months ago. Someone told me that I am still
eligible to buy stock. Is that true?
A. If you were an account holder on the Eligibility Record Date, June 30,
1997, or the Supplemental Eligibility Record Date, September 30, 1998,
you are entitled to purchase stock regardless of whether or not you
continue to hold your Ogdensburg Federal.
20. Q. May I obtain a loan from Ogdensburg Federal using stock as collateral
to pay for my shares?
A. No. Federal regulations do not allow Ogdensburg Federal Savings and
Loan Association to make loans for this purpose, but other financial
institutions may make a loan for this purpose.
21. Q. Will the FDIC (Federal Deposit Insurance Corporation) insure the shares
of stock?
A. No. The shares will not be insured by the FDIC or any other government
agency. However, the Savings Bank Insurance Fund of the FDIC will
continue to insure savings accounts and certificates of deposit up to
the applicable limits allowed by law.
22. Q. Will there be a market for the stock following the conversion?
A. Peoples Bankcorp has never issued stock before, and consequently there
is no established market for its common stock. Peoples Bankcorp has
received conditional approval to have the common stock listed on the
Over The Counter Bulletin Board under a symbol that has yet to be
determined. Trident Securities, Inc. intends to make a market in the
common stock . However, purchasers of common stock should recognize
that no assurance can be given than an active and liquid trading
market will develop or, if developed, will be maintained.
23. Q. Can I purchase stock using funds in a Ogdensburg Federal IRA
account?
A. Yes. Contact the Stock Information Center for the additional
information. It takes several days to process the necessary IRA forms
and, therefore, it is necessary that you make arrangements by
__________ 1998, to accommodate your order.
ABOUT VOTING "FOR" THE PLAN OF CONVERSION
24. Q. Am I eligible to vote at the Special Meeting of Members to be held to
consider the Plan of Conversion?
A. At the Special Meeting of Members to be held on December ___, 1998,
you are eligible to vote if you are one of the "Voting Members," who
are holders of Ogdensburg Federal's deposits or other authorized
accounts or loans as of ________, 1998 (the "Voting Record Date") for
the Special Meeting. However, members of record as of the close of
business on the Voting Record Date who cease to be depositors or
borrowers prior to the date of the Special Meeting are no longer
members and will not be entitled to vote at the Special Meeting. If
you are a Voting Member, you should have received a proxy statement
and proxy card with which to vote.
25. Q. How many votes do I have as a Voting Member?
A. Each account holder is entitled to one vote for each $100, or fraction
thereof, on deposit in such account. Each borrower who holds eligible
borrowings 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.
26. 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 stock in either the subscription offering or the community
offering.
27. Q. What happens if Ogdensburg Federal does not get enough votes to
approve the Plan of Conversion?
A. Ogdensburg Federal's Conversion would not take place and Ogdensburg
Federal Savings and Loan Association would remain a mutual savings and
loan association.
28. Q. As a qualifying depositor or borrower of Ogdensburg Federal, am I
required to vote?
A. No. However, failure to return your proxy card will have the same
effect as a vote "Against" the Plan of Conversion.
29. Q. What is a Proxy Card?
A. A Proxy Card gives you the ability to vote without attending the
Special Meeting in person. However, you may attend the meeting and
vote in person, even if you have returned your proxy card, if you
choose to do so.
30. Q. How does the conversion affect me?
A. The conversion is intended, among other things, to assist Ogdensburg
Federal in maintaining and expanding its many services to Ogdensburg
Federal's customers and community. By purchasing stock, you will also
have the opportunity to invest in Peoples Bankcorp., the proposed
holding company for Ogdensburg Federal. However, there is no
obligation to purchase stock; the purchase of stock is strictly
optional.
31. Q. How can I get further information concerning the stock offering?
A. You may call the Stock Information Center, at (315) _________ for
further information or a copy of the Prospectus, Stock Order Form,
Proxy Statement and Proxy Card.
THIS BROCHURE IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. A PROSPECTUS CAN BE
OBTAINED AT THE OGDENSBURG FEDERAL SAVINGS AND LOAN ASSOCIATION OFFICE OR BY
CALLING THE STOCK INFORMATION CENTER. THERE SHALL BE NO SOLICITATION OF AN
OFFER OR SALE OF STOCK IN ANY JURISDICTION IN WHICH ANY OFFER, SOLICITATION OF
AN OFFER OR SALE OF STOCK WOULD BE UNLAWFUL.
THE COMMON STOCK IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR
GUARANTEED.
FOR YOUR CONVENIENCE
In order to assist you during the stock offering period, we have established a
Stock Information Center to answer your questions. Please call:
( ) __________
IV. Individual Letters and Community Meeting Invitations
A. Explanation
In order to educate the public about the stock offering, Trident suggests
holding community meetings in various locations. In an effort to target a group
of interested investors, Trident requests that each Director of the Association
submit a list of acquaintances that he or she would like to invite to a
community meeting.
B. Method of Distribution of Invitations and Prospect Letters
Each Director submits his list of prospects. Invitations are sent to each
Director's prospects through the mail. All invitations are preceded by a
Prospectus and all attendees are given a Prospectus at the meeting. Letters
will be sent to prospects to thank them for their attendance and to remind them
of closing dates.
C. Examples enclosed.
Example
(Introductory Letter)
(Ogdensburg Federal Savings and Loan Association Letterhead)
_______, 1998
Name
Address
City, State, Zip
Dear ______________:
You have probably read recently in the newspaper that Ogdensburg Federal
Savings and Loan Association is converting from mutual to stock form. This
conversion is the biggest step in the history of Ogdensburg Federal Savings and
Loan Association in that it allows customers, community members, employees and
directors the opportunity to subscribe for common stock in our new holding
company, Peoples Bankcorp, Inc.
I have enclosed a Prospectus and a stock order form which will allow you to
subscribe for shares and possibly become a charter stockholder of Peoples
Bankcorp, Inc. In addition, we will be holding several presentations for friends
of Ogdensburg Federal Savings and Loan Association in order to explain the
Conversion and review the merits of possibly becoming a charter stockholder of
Peoples Bankcorp, Inc. You will receive an invitation shortly.
I hope that if you have any questions you will feel free to call our Stock
Information Center at ( ) ___________. I look forward to seeing you at our
presentation.
Sincerely,
Director
The shares of common stock offered in the conversion are not savings
accounts or deposits and will not be insured by 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 stock.
The offer will be made only by the Prospectus. There shall be no sale of stock
in any state in which any offer, solicitation of an offer or sale of stock would
be unlawful.
Example
(Final Reminder Letter)
(Ogdensburg Federal Savings and Loan Association Letterhead)
________, 1998
Name
Address
City, State, Zip
Dear ________________:
Just a quick note to remind you that the deadline is quickly approaching
for purchasing stock in Peoples Bankcorp, Inc., the proposed holding company for
Ogdensburg Federal Savings and Loan Association. I hope you will join me in
becoming a charter stockholder in what will be New York's newest publicly owned
financial institution holding company.
The deadline for subscribing for shares in the Subscription Offering is
December __, 1998. If you have any questions, I hope you will call our Stock
Information Center at (315) _______________.
Once again, I look forward to having you join me as a stockholder of
Peoples Bankcorp, Inc.
Sincerely,
Robert E. Wilson
President & CEO
The shares of common stock offered in the conversion are not savings
accounts or deposits and will not be insured by 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 stock.
The offer will be made only by the Prospectus. There shall be no sale of stock
in any state in which any offer, solicitation of an offer or sale of stock would
be unlawful.
Ogdensburg Federal Savings and Loan Association Letterhead
________, 1998
Dear Individual Retirement Account Participant:
As you know, Ogdensburg Federal Savings and Loan Association is in the
process of converting from a federally chartered mutual Association to a
federally chartered stock Association and has formed Peoples Bankcorp, Inc. to
hold all of the stock of Ogdensburg Federal Savings and Loan Association (the
"Conversion"). Through the Conversion, certain current and former depositors
and borrowers of Ogdensburg Federal Savings and Loan Association have the
opportunity to purchase shares of common stock of Peoples Bankcorp, Inc. in a
Subscription Offering. Peoples Bankcorp, Inc. currently is offering up to
152,000 shares of common stock, subject to adjustment, at a price of $10.00 per
share.
As the holder of an individual retirement account ("IRA") at Ogdensburg
Federal Savings and Loan Association, you may use your IRA funds to subscribe
for stock. If you desire to purchase shares of common stock of Peoples
Bankcorp, Inc. through your IRA, Ogdensburg Federal Savings and Loan Association
can assist you in self-directing those funds. This process can be done without
an early withdrawal penalty and generally without a negative tax consequence to
your IRA.
If you are interested in receiving more information on self-directing your
IRA, please contact our Stock Information Center at (315) __________. Because
it takes several days to process the necessary IRA forms, a response must be
received by ________, 1998 to accommodate your interest.
Sincerely,
Robert E. Wilson
President & CEO
The shares of common stock offered in the conversion are not savings
accounts or deposits and will not be insured by 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 stock.
The offer will be made only by the Prospectus. There shall be no sale of stock
in any state in which any offer, solicitation of an offer or sale of stock would
be unlawful.
(Ogdensburg Federal Savings and Loan Association Letterhead)
___________, 1998
Dear Valued Customer:
Ogdensburg Federal Savings and Loan Association is pleased to announce that
we have received regulatory approval to proceed with our plan to convert to a
federally chartered stock savings and loan association, conditioned upon receipt
of approval by Ogdensburg Federal Savings and Loan Association's members, among
other things. This stock conversion is the most significant event in the
history of Ogdensburg Federal Savings and Loan Association in that it allows
customers, community members, directors and employees an opportunity to
subscribe for stock in Peoples Bankcorp, Inc., the proposed holding company for
Ogdensburg Federal Savings and Loan Association.
We want to assure you that the Conversion will not affect the terms,
balances, interest rates or existing FDIC insurance coverage on deposits at
Ogdensburg Federal Savings and Loan Association, or the terms or conditions of
any loans to existing borrowers under their individual contract arrangements
with Ogdensburg Federal Savings and Loan Association. Let us also assure you
that the stock Conversion will not result in any changes in the management,
personnel or the Board of Directors of Ogdensburg Federal Savings and Loan
Association.
A special meeting of the members of Ogdensburg Federal Savings and Loan
Association will be held on ___________ at _________, Eastern Time, at
Ogdensburg Federal Savings and Loan Association's main office, 825 State Street,
Ogdensburg, New York, to consider and vote upon Ogdensburg Federal Savings and
Loan Association's Plan of Conversion. Enclosed is a proxy card. Your Board of
Directors solicits your vote "FOR" Ogdensburg Federal Savings and Loan
Association's Plan of Conversion. A vote in favor of the Plan of Conversion
does not obligate you to purchase stock. If you do not plan to attend the
special meeting, please sign and return your proxy card promptly; your vote is
important to us.
As one of our valued members, you have the opportunity to invest in
Ogdensburg Federal Savings and Loan Association's future by purchasing stock in
Peoples Bankcorp, Inc. during the Subscription Offering, without paying a sales
commission.
If you decide to exercise your subscription rights to purchase shares, you
must return a properly completed stock order form together with full payment for
the subscribed shares so that it is received by Ogdensburg Federal Savings and
Loan Association not later than 12:00 Noon, Eastern Time on December __, 1998.
We also have enclosed a Prospectus and Proxy Statement which fully
describes the conversion and provides financial and other information about
Peoples Bankcorp, Inc. and Ogdensburg Federal Savings and Loan Association.
Please review these materials 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 at (315) _________.
We look forward to continuing to provide quality financial services to you
in the future.
Sincerely,
Robert E. Wilson
President & CEO
Enclosures
The shares of common stock offered in the conversion are not savings
accounts or deposits and will not be insured by 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 stock.
The offer will be made only by the Prospectus. There shall be no sale of stock
in any state in which any offer, solicitation of an offer or sale of stock would
be unlawful.
(Ogdensburg Federal Savings and Loan Association Letterhead)
____________, 1998
Dear Interested Investor:
Ogdensburg Federal Savings and Loan Association is pleased to announce that
we have received regulatory approval to proceed with our plan to convert to a
federally chartered stock Association, conditioned upon receipt of approval by
Ogdensburg Federal Savings and Loan Association's members, among other things.
This stock conversion is the most significant event in the history of Ogdensburg
Federal Savings and Loan Association in that it allows customers, community
members, directors and employees an opportunity to subscribe stock in Peoples
Bankcorp, Inc., the proposed holding company for Ogdensburg Federal Savings and
Loan Association.
We want to assure you that the Conversion will not result in any changes in
the management, personnel or the Board of Directors of Ogdensburg Federal
Savings and Loan Association.
Enclosed is a Prospectus which fully describes Ogdensburg Federal Savings
and Loan Association, its management, board and financial condition. Please
review it carefully before you make an investment decision. If you decide to
invest, please return to Ogdensburg Federal Savings and Loan Association a
properly completed stock order form together with full payment for shares at
your earliest convenience. For your convenience we have established a Stock
Information Center. If you have any questions, please call the Stock
Information Center at (315) ___________.
Sincerely,
Robert E. Wilson
President & CEO
Enclosures
The shares of common stock offered in the conversion are not savings
accounts or deposits and will not be insured by 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 stock.
The offer will be made only by the Prospectus. There shall be no sale of stock
in any state in which any offer, solicitation of an offer or sale of stock would
be unlawful.
(Ogdensburg Federal Savings and Loan Association Letterhead)
____________, 1998
Dear Friend:
Ogdensburg Federal Savings and Loan Association is pleased to announce that
we have received regulatory approval to proceed with our plan to convert to a
federally chartered stock savings and loan association, conditioned upon receipt
of approval by Ogdensburg Federal Savings and Loan Association's members, among
other things. This stock conversion is the most significant event in the history
of Ogdensburg Federal Savings and Loan Association in that it allows customers,
community members, directors and employees an opportunity to subscribe stock in
Peoples Bankcorp, Inc., the proposed holding company for Ogdensburg Federal
Savings and Loan Association.
We want to assure you that the Conversion will not affect the terms,
balances, interest rates or existing FDIC insurance coverage on deposits at
Ogdensburg Federal Savings and Loan Association, or the terms or conditions of
any loans to existing borrowers under their individual contract arrangements
with Ogdensburg Federal Savings and Loan Association. Let us also assure you
that the Conversion will not result in any changes in the management, personnel
or the Board of Directors of Ogdensburg Federal Savings and Loan Association.
Our records indicate that you were a depositor of Ogdensburg Federal
Savings and Loan Association on June 30, 1997. Therefore, under applicable law,
you are entitled to subscribe for Common Stock in Ogdensburg Federal Savings and
Loan Association'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 ___________
and upon receipt of all required regulatory approvals.
If you decide to exercise your subscription rights to purchase shares, you
must return a properly completed stock order form together with full payment for
the subscribed shares so that it is received at Ogdensburg Federal Savings and
Loan Association not later than 12:00 Noon, Eastern Time on December ___, 1998.
Enclosed is a Prospectus which fully describes Ogdensburg Federal Savings
and Loan Association, its management, board and financial condition. 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 at (315) __________.
Sincerely,
Robert E. Wilson
President & CEO
Enclosures
The shares of common stock offered in the conversion are not savings
accounts or deposits and will not be insured by 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 stock. The
offer will be made only by the Prospectus. There shall be no sale of stock in
any state in which any offer, solicitation of an offer or sale of stock would be
unlawful.
- --------------------------------------------------------------------------------
The Directors and Officers
of
Ogdensburg Federal Savings and Loan Association
cordially invite you to attend a brief
presentation regarding the stock offering of
Peoples Bankcorp, Inc., our proposed holding company
Please join us at the
______________
_____________________
___________________________
____________
____________
for refreshments
YOU MUST RESPOND BY ____________ TO RESERVE A SEAT
R.S.V.P. (315) 263-4243
- --------------------------------------------------------------------------------
V. IRA Mailing
A. Explanation
A special IRA mailing is proposed to be sent to all IRA customers of the
Association in order to alert the customers that funds held in an IRA can
be used to purchase stock. Since this transaction is not as simple as
designating funds from a certificate of deposit like a normal stock
purchase, this letter informs the customer that this process is slightly
more detailed and involves a personal visit to the Association.
B. Quantity
One IRA letter is proposed to be mailed to each IRA customer of the
Association. These letters would be mailed following OTS approval for the
conversion and after each customer has received the initial mailing
containing a Proxy Statement and a Prospectus.
C. Example - See following page.
(Ogdensburg Federal Savings and Loan Association Letterhead)
__________ __, 1998
Dear Individual Retirement Account Participant:
As you know, Ogdensburg Federal Savings and Loan Association is in the process
of converting from a federally-chartered mutual Association to a federally-
chartered stock Association and has formed Peoples Bankcorp, Inc. to hold all of
the stock of Ogdensburg Federal Savings and Loan Association (the "Conversion").
Through the Conversion, certain current and former depositors and borrowers of
Ogdensburg Federal have the opportunity to purchase shares of common stock of
Peoples Bankcorp, Inc. in a Subscription Offering. Peoples Bankcorp, Inc.
currently is offering up to _______ shares, subject to adjustment, of Peoples
Bankcorp, Inc. at a price of $10.00 per share.
As the holder of an individual retirement account ("IRA") at Ogdensburg
Federal Savings and Loan Association, you have an opportunity to become a
shareholder in Peoples Bankcorp, Inc. using funds being held in your IRA. If
you desire to purchase shares of common stock of Peoples Bankcorp, Inc. through
your IRA, Ogdensburg Federal can assist you in self-directing those funds. This
process can be done without an early withdrawal penalty and generally without a
negative tax consequence to your retirement account.
If you are interested in ordering Peoples Bankcorp, Inc. common stock
utilizing IRA funds, you must contact our Conversion Center at (315) 263-4243 by
__________________________.
Sincerely,
Robert E. Wilson
President
This letter is neither an offer to sell nor a solicitation of an offer to buy
Peoples Bankcorp, Inc. common stock. The offer is made only by the Prospectus,
which was recently mailed to you.
THE SHARES OF PEOPLES BANKCORP, INC. COMMON STOCK ARE NOT DEPOSITS AND WILL
NOT BE INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
- ---
GOVERNMENT AGENCY.
VI. Counter Cards and Lobby Posters
A. Explanation
Counter cards and lobby posters serve two purposes: (1) As a notice to
Ogdensburg Federal Savings and Loan Association's customers and members of
the local community that the stock sale is underway and (2) to remind the
customers of the end of the Subscription Offering. Trident has learned in
the past that many people forget the deadline for subscribing and therefore
we suggest the use of these simple reminders.
B. Quantity
Approximately 2 - 3 Counter cards will be used at teller windows and on
customer service representatives' desk. Approximately 1 - 2 Lobby posters
will be used at Ogdensburg Federal Savings and Loan Association's office.
C. Example
D. Size
The counter card will be approximately 8 1/2" x 11".
The lobby poster will be approximately 16" x 20".
C.
POSTER OR COUNTER CARD
================================================================================
"TAKE STOCK IN OUR FUTURE"
"PEOPLES BANKCORP, INC.
STOCK OFFERING MATERIALS
AVAILABLE HERE"
OGDENSBURG FEDERAL SAVINGS AND LOAN ASSOCIATION
================================================================================
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
OGDENSBURG FEDERAL 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.
VOTING FOR THE CONVERSION WILL NOT AFFECT THE INSURANCE OF YOUR ACCOUNTS.
DEPOSIT ACCOUNTS WILL CONTINUE TO BE FEDERALLY INSURED UP TO THE APPLICABLE
LIMITS.
YOU MAY PURCHASE 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 OGDENSBURG FEDERAL SAVINGS AND LOAN ASSOCIATION 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
OGDENSBURG FEDERAL SAVINGS AND LOAN ASSOCIATION
_________________________________________________________________
IF YOU RECENTLY MAILED THE PROXY,
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST.
FOR FURTHER INFORMATION CALL (315) 263-4243.
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of Peoples Bankcorp, Inc. common stock offered in the conversion,
nor does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means of
the Prospectus and the Summary Proxy Statement, respectively. There shall be no
sale of stock in any state in which any offer, solicitation of an offer or sale
of stock would be unlawful.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.