EXHIBIT 99.2
INDIAN VILLAGE BANCORP, INC.
PROPOSED HOLDING COMPANY FOR
INDIAN VILLAGE COMMUNITY BANK
GNADENHUTTEN, OHIO
PROPOSED MARKETING MATERIALS
4/15/99
PREPARED BY: MELANIE A. JOHNSON
TRIDENT SECURITIES
Marketing Materials
Indian Village Bancorp
Gnadenhutten, Ohio
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. Individual Letters and Community Meeting Invitations
V. Counter Cards and Lobby Posters
A. Explanation
B. Quantity
VI. Proxy Reminder
A. Explanation
B. Example
VII. 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 Indian Village 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 Media List
----------------
Newspaper
- ---------
Akron Beacon Journal Times Reporter
Akron, Ohio New Philadelphia, Ohio
(330) 996-3700 (330) 364-5577
(330) 376-9235 (fax) (330) 364-8449 (fax)
Radio
- -----
WJER Radio WTUZ Radio
New Philadelphia, Ohio New Philadelphia, Ohio
(330) 343-7755 (330) 339-2222
(330) 364-4538 (fax) (330) 339-5930 (fax)
WBTC Radio
Uhrichsville, Ohio
(740) 922-2700
(740) 922-2702 (fax)
D. Press Release Examples
PRESS RELEASE FOR IMMEDIATE RELEASE
---------------------
For More Information Contact:
Marty R. Lindon, President and CEO
(740) 254-4313
INDIAN VILLAGE COMMUNITY BANK
-----------------------------
CONVERSION TO STOCK FORM APPROVED
---------------------------------
Gnadenhutten, Ohio (May __, 1999) - Marty R. Lindon, President and CEO of
Indian Village Community Bank ("Indian Village"), Gnadenhutten, Ohio announced
today that Indian Village has received approval from the Office of Thrift
Supervision to convert from a federally-chartered mutual savings bank to a
federally-chartered stock savings bank. In connection with the Conversion,
Indian Village has formed a holding company, Indian Village Bancorp, Inc.
("Indian Village Bancorp"), to hold all of its outstanding capital stock.
Indian Village Bancorp is offering up to 586,500 shares of its common
stock, subject to adjustment, at a price of $10.00 per share. Certain account
holders and borrowers of Indian Village will have an opportunity to subscribe
for stock in a Subscription Offering that closes at 12:00 noon on June __, 1999.
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 Tuscarawas County, Ohio. 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 May __, 1999.
As a result of the Conversion, Indian Village will be structured in the
stock form and will be a wholly-owned subsidiary of Indian Village Bancorp.
According to Mr. Lindon, "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 Indian
Village's Stock Information Center at (740) 254-9164, or visit Indian Village's
main office.
PRESS RELEASE #2 FOR IMMEDIATE RELEASE
---------------------
For More Information Contact:
Marty R. Lindon, President and CEO
(740) 254-4313
INDIAN VILLAGE BANCORP, INC. COMPLETES INITIAL PUBLIC OFFERING
--------------------------------------------------------------
Gnadenhutten, Ohio - (June __, 1999) Marty R. Lindon, President and CEO of
Indian Village Community Bank ("Indian Village"), announced today that Indian
Village Bancorp, Inc. ("Indian Village Bancorp") the proposed holding company
for Indian Village, has completed its initial stock offering in connection with
Indian Village's conversion from a mutual to a stock organization. A total of
_______ shares were sold at the price of $10.00 per share.
On June __, 1999, Indian Village's Plan of Conversion was approved by its
voting members at a special meeting.
Mr. Lindon said that the officers and boards of directors of Indian Village
Bancorp and Indian Village wished to express their thanks for the response to
the stock offering and that Indian Village looks forward to serving the needs of
its customers and new stockholders as a community-based stock institution. The
stock will commence trading on June __, 1999 on 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 Indian
Village's customers and members of the local community that the conversion
offering is underway.
The intended use of advertisement "B" is to remind Indian Village'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 is neither an offer to sell nor a solicitation of an offer to buy the
stock of Indian Village Bancorp. 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 Indian Village Bancorp stock would be unlawful. The shares of
Indian Village Bancorp common stock are not deposits or savings accounts and
will not be insured by the FDIC or any other governmental agency.
NEW ISSUE ____________, 1999
586,500 SHARES
These shares are being offered pursuant
to the Plan of Conversion whereby
INDIAN VILLAGE COMMUNITY BANK
Gnadenhutten, Ohio, will convert from a federally-chartered mutual
savings bank to a federally-chartered stock savings bank
and become a wholly owned subsidiary of
INDIAN VILLAGE BANCORP, INC.
COMMON STOCK
_______________
PRICE $10.00 PER SHARE
_______________
TRIDENT SECURITIES
For a copy of the prospectus call (740) 254-9164.
Advertisement (B)
INDIAN VILLAGE COMMUNITY BANK
JUNE __, 1999 IS THE DEADLINE TO
SUBSCRIBE FOR STOCK OF INDIAN VILLAGE BANCORP.
Customers of Indian Village Community Bank
have the opportunity to invest in Indian Village by subscribing
for common stock in its proposed holding company.
INDIAN VILLAGE BANCORP
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 (740) 254-9164.
This is neither an offer to sell nor a solicitation of an offer to buy the stock
of Indian Village Bancorp. 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 Indian Village Bancorp stock would be unlawful. The shares of
Indian Village Bancorp 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 Indian Village'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 must always be
accompanied by a Prospectus.
1. A Question and Answer brochure is sent out in the initial mailing to
all members of Indian Village.
2. Question and Answer brochures are available in Indian Village's 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.
PROPOSED OFFICER AND DIRECTOR PURCHASES
Total Shares Aggregate Price of Percent of Shares
Name and Position Purchased Shares Purchased Issued*
- ----------------- ------------ ------------------ -----------------
Rebecca S. Mastin 15,000 $ 150,000 2.94%
Chairman of the Board
John A. Beitzel 10,000 100,000 1.96%
Vice Chairman of the Board
Marty R. Lindon 10,000 100,000 1.96%
President, CEO and Director
Michael A. Cochran 15,000 150,000 2.94%
Corporate Secretary and Director
Cindy Knisely 7,500 75,000 1.47%
Director
Joanne Limbach 7,500 75,000 1.47%
Director
Vernon E. Mishler 10,000 100,000 1.96%
Director
Lori S. Frantz 4,000 40,000 0.78%
--------- -------------- ---------
Vice President, Treasurer
and Chief Financial Officer
TOTAL 79,000 $790,000 15.49%
* Based on the issuance of 510,000 shares at the midpoint of the Estimated
Valuation Range
QUESTIONS AND ANSWERS
REGARDING
THE PLAN OF CONVERSION
On January 20, 1999 the Board of Directors of Indian Village Community Bank
("Indian Village") unanimously adopted the Plan of Conversion, pursuant to which
Indian Village will convert from a federally-chartered mutual savings bank to a
federally-chartered stock savings bank (the "Conversion"). In addition, all of
Indian Village's outstanding capital stock will be issued to Indian Village
Bancorp, Inc. ("Indian Village Bancorp"), which Indian Village organized to be
its holding company.
This brochure is provided to answer general questions you might have about the
Conversion. Following the Conversion, Indian Village 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 Indian Village's deposits or the terms or
conditions of any loans to existing borrowers under their individual contract
arrangements with Indian Village.
For complete information regarding the Conversion, see the both the Prospectus
and the Proxy Statement dated May __, 1999. Copies of each of the Prospectus
and the Proxy Statement may be obtained by calling the Stock Information Center
at (740) 254-9164.
This is neither an offer to sell nor a solicitation of an offer to buy the
stock of Indian Village Bancorp. 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 Indian Village Bancorp stock would be unlawful. The shares of
Indian Village Bancorp common stock are not deposits or savings accounts and
will not be insured by the FDIC or any other governmental agency.
QUESTIONS AND ANSWERS
INDIAN VILLAGE BANCORP
(THE PROPOSED HOLDING COMPANY FOR
INDIAN VILLAGE)
MUTUAL TO STOCK CONVERSION
--------------------------
1. Q. WHAT IS A "CONVERSION"?
A. Conversion is a change in the legal form of organization. Indian
Village currently operates as a federally-chartered mutual savings
bank with no stockholders. Through the Conversion, Indian Village
will become a federally-chartered stock savings bank, and the stock of
its holding company, Indian Village Bancorp, 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 INDIAN VILLAGE CONVERTING?
A. Indian Village, 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, Indian Village 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 Indian Village by providing a
larger capital base from which Indian Village 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 Indian Village 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.
Indian Village believes that converting to the stock form of
organization will allow Indian Village to more effectively compete
with local community banks, thrifts, and with statewide and regional
banks, which are in stock form. Indian Village believes that by
combining its existing quality service and products with a local
ownership base, Indian Village's customers and community members who
become stockholders will be inclined to do more business with Indian
Village.
Furthermore, because Indian Village 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 Indian Village 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 INDIAN
VILLAGE SERVES?
A. Management believes that the structure of the Subscription and
Community Offerings is in the best interest of the communities that
Indian Village serves because following the Conversion it is
anticipated that a significant portion of the Common Stock 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 Tuscarawas County, Ohio.
4. Q. What effect will the Conversion have on deposit accounts and
loans?
A. Terms and balances of accounts in Indian Village 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 Indian
Village.
5. Q. WILL THE CONVERSION CAUSE ANY CHANGES IN INDIAN VILLAGE'S
PERSONNEL?
A. No. Both before and after the Conversion, Indian Village's 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 Indian Village must adopt the Plan of
Conversion, which occurred on January 20, 1999. 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 Indian Village's voting members. A Special Meeting of
voting members will be held on June __, 1999 to consider and vote upon
the Plan of Conversion.
INDIAN VILLAGE BANCORP, INC.
----------------------------
7. Q. WHAT IS A HOLDING COMPANY?
A. A holding company is a business entity that owns another entity.
Concurrent with the Conversion, Indian Village will become a
subsidiary of Indian Village Bancorp, a holding company Indian Village
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
INDIAN VILLAGE BANCORP OR INDIAN VILLAGE?
A. You will own stock in Indian Village Bancorp. However, Indian Village
Bancorp, as a holding company, will own all of the outstanding capital
stock of Indian Village.
9. Q. WHY DID THE BOARD OF DIRECTORS FORM INDIAN VILLAGE BANCORP?
A. The Board of Directors believes that the Conversion of Indian Village
and the formation of Indian Village Bancorp will result in a stronger
financial institution with the ability to provide additional
flexibility to diversify Indian Village's business activities.
ABOUT BECOMING A STOCKHOLDER
----------------------------
10. Q. WHAT ARE THE SUBSCRIPTION AND COMMUNITY OFFERINGS?
A. Under the Plan of Conversion, Indian Village Bancorp is offering
shares of stock in the Subscription Offering, to certain current and
former customers of Indian Village and to Indian Village's 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 Tuscarawas
County, Ohio. These Offerings are consistent with the board's
objective of Indian Village being a locally owned financial
institution. The Subscription Offering, and the Community Offering,
if conducted, are being managed by Trident Securities. It is
anticipated that any shares not subscribed for in either the
Subscription or Community Offerings may be offered for sale in a
Syndicated Community Offering, an offering held on a best efforts
basis by a selling group of broker-dealers.
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 INDIAN VILLAGE BANCORP COMMON STOCK WILL BE ISSUED
IN THE CONVERSION?
A. It is currently expected that between 433,500 shares and 586,500
shares of common stock will be sold at a price of $10.00 per share.
Under certain circumstances the number of shares may be increased to
674,475.
13. Q. HOW WAS THE DOLLAR SIZE OF THE OFFERING DETERMINED?
A. The aggregate price of the common stock was determined by Keller &
Company, Inc., 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 Indian Village and Indian Village Bancorp, as determined by the
independent evaluation.
14. Q. WHO IS ENTITLED TO SUBSCRIBE FOR STOCK IN THE CONVERSION?
A. The shares of Indian Village Bancorp 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
Indian Village total $50.00 or more as of
December 31, 1997, (ii) Indian Village's ESOP, (iii) depositors with
$50.00 or more on deposit at Indian Village as of March 31, 1999, but
not otherwise eligible in the first two priority categories, and (iv)
depositors of Indian Village as of April 30, 1999, and borrowers as of
January 20, 1999 whose loans continued to be outstanding as of April
30, 1999, 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 Tuscarawas County, Ohio. Shares not subscribed for in the
Subscription, or the Community Offerings, if any, may be offered to
the general public in a Syndicated Community Offering.
15. Q. ARE THE SUBSCRIPTION RIGHTS TRANSFERABLE?
A. No. Subscription rights granted to Indian Village's 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. The maximum purchase for any person, related persons or
persons acting together is 15,000 shares or $150,000.00.
17. Q. WILL THE BOARD OF DIRECTORS AND MANAGEMENT OF INDIAN VILLAGE SUBSCRIBE
FOR STOCK IN INDIAN VILLAGE BANCORP?
A. Directors and executive officers of Indian Village are expected to
subscribe for 79,000 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 Indian Village 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, Eastern
Time, on June __, 1999, unless extended. Payment for shares may be
made by check, money order or account withdrawal. Subscribers who have
deposit
accounts with Indian Village may include instructions on the stock
order form requesting withdrawal from such deposit account(s) to
subscribe for shares of Indian Village Bancorp. 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 July __, 1999. 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
(740) 254-9164 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 Indian Village, YOU WILL NEED TO TRANSFER THOSE FUNDS TO A
SELF-DIRECTED BROKERAGE IRA WITH THE BROKER 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 June __,
1999. Indian Village will not be responsible for delays caused by
third party brokerage firms which could result in IRA stock orders not
meeting the June __, 1999 deadline. For additional information or
names of local brokers offering this option, call the Stock
Information Center at (740) 254-9164.
20. Q. WILL I RECEIVE INTEREST ON FUNDS I SUBMIT FOR A STOCK SUBSCRIPTION?
A. Yes. Indian Village 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 Indian Village 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 INDIAN VILLAGE TO PAY FOR SHARES SUBSCRIBED
FOR IN THE CONVERSION?
A. No. Federal regulations prohibit Indian Village 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, Indian Village Bancorp has never issued
capital stock, and
consequently there is no established market for its Common Stock at
this time. Indian Village Bancorp 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 INDIAN VILLAGE BANCORP'S DIVIDEND POLICY?
A. The Board of Directors of Indian Village Bancorp intends to adopt a
policy of paying regular cash dividends after the consummation of the
Conversion, but has not decided the amount that may be paid or when
the payments may begin. No assurance can be given, however, that the
payment of dividends, if commenced, will continue. In addition, from
time to time in an effort to manage capital at a reasonable level, the
board may determine that it is prudent to pay special cash dividends.
Special cash dividends may be paid in addition to, or in lieu of,
regular cash dividends. There can be no assurance that special
dividends will be paid, or, if paid, will continue to be paid.
24. Q. WILL THE FDIC INSURE THE SHARES OF INDIAN VILLAGE BANCORP?
A. No. The shares of Indian Village Bancorp 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 Indian Village without the consent of Indian Village.
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 June __, 1999 if you were a depositor or borrower of Indian Village
at the close of business on April 30, 1999, and continue as such until
the Special Meeting. If you were a member on April 30, 1999, 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 April 30, 1999. 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 Indian Village's 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 Indian Village Bancorp stock.
29. Q. DID THE BOARD OF DIRECTORS OF INDIAN VILLAGE UNANIMOUSLY ADOPT THE
PLAN OF CONVERSION?
A. Yes. Indian Village's 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 INDIAN VILLAGE DOES NOT GET ENOUGH VOTES TO APPROVE
THE PLAN OF CONVERSION?
A. The Conversion would not take place, and Indian Village would remain a
mutual savings bank.
31. Q. AS A QUALIFYING DEPOSITOR OR BORROWER OF INDIAN VILLAGE, 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 (740) 254-9164 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 Indian Village Bancorp. 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 Indian Village Bancorp stock would be unlawful. The shares of
Indian Village Bancorp common stock are not deposits or savings accounts and
will not be insured by the FDIC or any other governmental agency.
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 Indian
Village submit a list of people 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 or her 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 all attendees to thank them for their attendance and to remind them
of closing dates.
C. Examples enclosed.
(Trident Letterhead)
May __, 1999
To Members and Friends of Indian Village Community Bank:
Trident Securities, a member of the National Association of Securities
Dealers, Inc., is assisting Indian Village Community Bank ("Indian Village") in
its Conversion from a federally-chartered mutual savings bank to a federally-
chartered stock savings bank, whereby Indian Village will operate as a wholly-
owned subsidiary of Indian Village Bancorp, Inc. ("Indian Village Bancorp").
At the request of Indian Village, we are enclosing materials explaining the
subscription offering process and your right to subscribe for common shares of
Indian Village Bancorp. Please read the enclosed offering materials carefully
before subscribing for stock.
If you have any questions, please call the Stock Information Center at
(740) 254-9164.
Sincerely,
TRIDENT SECURITIES
This is neither an offer to sell nor a solicitation of an offer to buy the stock
of Indian Village Bancorp. 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 Indian Village Bancorp stock would be unlawful. The shares of Indian
Village Bancorp common stock are not deposits or savings accounts and will not
be insured by the FDIC or any other governmental agency.
(Indian Village Letterhead)
____________, 1999
Dear Valued Customer:
Indian Village Community Bank ("Indian Village") 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 Indian Village in that it allows customers,
community members, directors and employees an opportunity to own stock in Indian
Village Bancorp, Inc. ("Indian Village Bancorp"), the proposed holding company
for Indian Village.
We want to assure you that the Conversion will not affect the terms,
balances, interest rates or existing FDIC insurance coverage deposits at Indian
Village, or the terms or conditions of any loans to existing borrowers under
their individual contract arrangements with Indian Village. Let us also assure
you that the Conversion will not result in any changes in the management,
personnel or the Board of Directors of Indian Village.
As one of our valued members, you have the opportunity to invest in Indian
Village's future by subscribing for stock in Indian Village Bancorp 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 so that it is received by Indian Village not later than
12:00 noon. Eastern Time on June __, 1999.
Enclosed is a proxy card. Your Board of Directors urges you to vote "FOR"
Indian Village's Plan of Conversion. 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 which fully the
describes Indian Village, 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 (740) 254-
9164.
We look forward to continuing to provide quality financial services to you.
Sincerely,
Marty R. Lindon
President and CEO
This is neither an offer to sell nor a solicitation of an offer to buy the stock
of Indian Village Bancorp. 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 Indian Village Bancorp stock would be unlawful. The shares of Indian
Village Bancorp common stock are not deposits or savings accounts and will not
be insured by the FDIC or any other governmental agency.
(Indian Village Letterhead)
____________, 1999
Dear Interested Investor:
Indian Village Community Bank ("Indian Village") 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 Indian Village in that it allows customers,
community members, directors and employees an opportunity to own stock in Indian
Village Bancorp, Inc. ("Indian Village Bancorp"), the proposed holding company
for Indian Village.
We want to assure you that the Conversion will not affect the terms,
balances, interest rates or existing FDIC insurance coverage on Indian Village
deposits, or the terms or conditions of any loans to existing borrowers under
their individual contract arrangements with Indian Village. Let us also assure
you that the Conversion will not result in any changes in the management,
personnel or the Board of Directors of Indian Village.
Enclosed is a Prospectus fully describing Indian Village, 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 Indian Village a properly completed stock order form together with full
payment for shares at your earliest convenience but not later than 12:00 noon
Eastern Time on June __, 1999. For your convenience we have established a Stock
Information Center. If you have any questions, please call the Stock Information
Center collect at (740) 254-9164.
We look forward to continuing to provide quality financial services to you.
Sincerely,
Marty R. Lindon
President and CEO
This is neither an offer to sell nor a solicitation of an offer to buy the stock
of Indian Village Bancorp. 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 Indian Village Bancorp stock would be unlawful. The shares of Indian
Village Bancorp common stock are not deposits or savings accounts and will not
be insured by the FDIC or any other governmental agency.
(Indian Village Letterhead)
____________, 1999
Dear Friend:
Indian Village Community Bank ("Indian Village") 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 Indian Village in that it allows customers,
community members, directors and employees an opportunity to own stock in Indian
Village Bancorp, Inc. ("Indian Village Bancorp"), the proposed holding company
for Indian Village.
We want to assure you that the Conversion will not affect the terms,
balances, interest rates or existing FDIC insurance coverage on Indian Village
deposits, or the terms or conditions of any loans to existing borrowers under
their individual contract arrangements with Indian Village. Let us also assure
you that the Conversion will not result in any changes in the management,
personnel or the Board of Directors of Indian Village.
Our records indicate that you were a depositor of Indian Village on
December 31, 1997 or March 31, 1999, but that you were not a member on April 30,
1999. Therefore, under applicable law, you are entitled to subscribe for Common
Stock in Indian Village Bancorp'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
June __, 1999 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 Indian Village not later than
12:00 noon. Eastern Time on June __, 1999.
Enclosed is a Prospectus that fully describes Indian Village, 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 (740) 254-9164.
We look forward to continuing to provide quality financial services to you.
Sincerely,
Marty R. Lindon
President and CEO
This is neither an offer to sell nor a solicitation of an offer to buy the stock
of Indian Village Bancorp. 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 Indian Village Bancorp stock would be unlawful. The shares of Indian
Village Bancorp common stock are not deposits or savings accounts and will not
be insured by the FDIC or any other governmental agency.
(Indian Village Letterhead)
___________, 1999
Dear Member:
As a qualified member of Indian Village Community Bank ("Indian Village"),
you have the right to vote upon Indian Village's Plan of Conversion and also
generally have the right to subscribe for shares of common stock of Indian
Village Bancorp, Inc. ("Indian Village Bancorp"), the proposed holding company
for Indian Village through its mutual to stock conversion.
However, the Plan of Conversion, which has been approved by the Office of
Thrift Supervision, provides that Indian Village Bancorp will not offer stock in
any state in which compliance with the securities laws would be impracticable
for reasons of cost or otherwise. Unfortunately, the securities laws of your
state would require Indian Village Bancorp to register its common stock and/or
its employees in order to sell the common stock to you. Such registration would
be prohibitively expensive or otherwise impracticable in light of the few
members residing in your state.
You may vote on the Plan of Conversion and we urge you to read the enclosed
Summary Proxy Statement and execute the enclosed Revocable Proxy. Questions
regarding the execution of the Revocable Proxy should be directed to Indian
Village's Stock Information Center at (740) 254-9164.
Sincerely,
Marty R. Lindon
President and CEO
This is neither an offer to sell nor a solicitation of an offer to buy the stock
of Indian Village Bancorp. 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 Indian Village Bancorp stock would be unlawful. The shares of Indian
Village Bancorp common stock are not deposits or savings accounts and will not
be insured by the FDIC or any other governmental agency.
Sent to prospects who are customers*
_______________, 1999
&salutation& &firstname& &last name&
&address&
&city&, &state& &zip&
Dear &prefername&
Recently you may have read in the newspaper that Indian Village Community
Bank ("Indian Village") will convert from a federally-chartered mutual savings
bank to a federally-chartered stock savings bank. This is the most significant
event in the history of Indian Village in that it allows customers, employees
and directors the opportunity to share in Indian Village's future by becoming
charter stockholders of Indian Village's newly-formed holding company, Indian
Village Bancorp, Inc. ("Indian Village Bancorp").
As a customer of Indian Village, you should have received a packet of
information regarding the conversion, including a Prospectus and a Proxy
Statement. In addition, we are holding several presentations to discuss the
stock offering in more detail. You will receive an invitation in the near
future.
Please feel free to call me or Indian Village's Stock Information Center at
(740) 254-9164 if you have any questions. I look forward to seeing you at one
of our informational presentations.
Sincerely,
Marty R. Lindon
President and CEO
This is neither an offer to sell nor a solicitation of an offer to buy the stock
of Indian Village Bancorp. 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 Indian Village Bancorp stock would be unlawful. The shares of Indian
Village Bancorp common stock are not deposits or savings accounts and will not
be insured by the FDIC or any other governmental agency.
*Sent to prospects who are not customers*
____________, 1999
&salutation& &firstname& &lastname&
&address&
&city&, &state& &zip&
Dear &prefername&:
Recently you may have read in the newspaper that Indian Village Community
Bank ("Indian Village") will be converting from a federally-chartered mutual
savings bank to a federally-chartered stock savings bank. This is the most
significant event in the history of Indian Village in that it allows customers,
employees and directors the opportunity to share in Indian Village's future by
becoming charter stockholders of Indian Village's holding company, Indian
Village Bancorp, Inc. ("Indian Village Bancorp").
[Director] has asked that you be sent a Prospectus and stock order form,
which would allow you to become a charter stockholder, should stock be
available. In addition, we are holding several presentations to discuss the
stock offering in more detail. You will receive an invitation in the near
future.
Please feel free to call me or Indian Village's Stock Information Center at
(740) 254-9164 if you have any questions. I look forward to seeing you at one
of our information presentations.
Sincerely,
Marty R. Lindon
President and CEO
This is neither an offer to sell nor a solicitation of an offer to buy the stock
of Indian Village Bancorp. 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 Indian Village Bancorp stock would be unlawful. The shares of Indian
Village Bancorp common stock are not deposits or savings accounts and will not
be insured by the FDIC or any other governmental agency.
*Sent to those attending a community meeting*
____________, 1999
&salutation& &firstname& &lastname&
&address&
&City&, &state& &zip&
Dear &prefername&:
Thank you for attending our informational presentation relating to Indian
Village's conversion to a stock savings bank. The information presented at the
meeting and the Prospectus you recently received should assist you in making an
informed investment decision.
Obviously, we are excited about this stock offering and the opportunity for
the community to share in the future of Indian Village. This conversion is the
most important event in our history and it gives Indian Village the strength to
compete in the future and will provide Indian Village additional corporate
flexibility.
We may contact you in the near future to see if you are interested in
participating in our offering. If you decide to invest, please return your
properly completed stock order form no later than 12:00 noon, Eastern Time, on
June __, 1999. If you have any questions, please call the Stock Information
Center at (740) 254-9164.
Sincerely,
Marty R. Lindon
President and CEO
This is neither an offer to sell nor a solicitation of an offer to buy the stock
of Indian Village Bancorp. 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 Indian Village Bancorp stock would be unlawful. The shares of Indian
Village Bancorp common stock are not deposits or savings accounts and will not
be insured by the FDIC or any other governmental agency.
.
* Sent to those not attending a community meeting *
_________, 1999
&salutation& &firstname& &lastname&
&address&
&city&, &state& &zip&
Dear &prefername&:
I am sorry you were unable to attend our recent presentation regarding
Indian Village's mutual to stock conversion. We are enthusiastic about the stock
offering and the opportunity for the community to share in the future of Indian
Village.
We have established a Stock Information Center to assist you with any
questions regarding the stock offering. Should you require any assistance
between now and the Subscription Offering deadline of 12:00 Noon, Eastern Time,
on June __, 1999, I encourage you to either stop by our Stock Information Center
or call (740) 254-9164.
I hope you will join me as a charter stockholder in Indian Village Bancorp.
Sincerely,
Marty R. Lindon
President and CEO
This is neither an offer to sell nor a solicitation of an offer to buy the stock
of Indian Village Bancorp. 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 Indian Village Bancorp stock would be unlawful. The shares of Indian
Village Bancorp common stock are not deposits or savings accounts and will not
be insured by the FDIC or any other governmental agency.
* Final Reminder Letter *
_________, 1999
&salutation&firstname&lastname&
&address&
&city&, &state& &zip&
Dear &prefername&:
I am writing to remind you that the deadline for subscribing for stock in
Indian Village Bancorp is quickly approaching. I hope you will join me in
becoming a charter stockholder in one of Ohio's newest publicly owned financial
institutions.
The deadline for becoming a charter stockholder is 12:00 Noon, Eastern
Time, on June __, 1999. If you have any questions, please call our Stock
Information Center at (740) 254-9164.
Once again, I look forward to having you join me as a charter stockholder
in Indian Village Bancorp.
Sincerely,
Marty R. Lindon
President and CEO
This is neither an offer to sell nor a solicitation of an offer to buy the stock
of Indian Village Bancorp. 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 Indian Village Bancorp stock would be unlawful. The shares of Indian
Village Bancorp common stock are not deposits or savings accounts and will not
be insured by the FDIC or any other governmental agency.
- --------------------------------------------------------------------------------
The Directors and Officers
of
Indian Village Community Bank
cordially invite you to attend a brief
presentation regarding the stock offering of
Indian Village Bancorp, our proposed holding company.
Please join us at the
______________
_____________________
___________________________
____________
____________
for refreshments
YOU MUST RESPOND BY ____________ TO RESERVE A SEAT
R.S.V.P. (740) 254-9164
- --------------------------------------------------------------------------------
V. Counter Cards and Lobby Posters
A. Explanation
Counter cards and lobby posters serve two purposes: (1) As a notice to
Indian Village'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. Many people often 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 Indian Village'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"
"INDIAN VILLAGE BANCORP
STOCK OFFERING MATERIALS
AVAILABLE HERE"
"DEADLINE TO SUBSCRIBE FOR STOCK IS JUNE __, 1999."
INDIAN VILLAGE COMMUNITY BANK
- -------------------------------------------------------------------------------
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
INDIAN VILLAGE COMMUNITY BANK
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 INDIAN VILLAGE 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
INDIAN VILLAGE COMMUNITY BANK
- --------------------------------------------------------------------------------
IF YOU RECENTLY MAILED THE PROXY,
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST
FOR FURTHER INFORMATION CALL (740) 254-9164.
This is neither an offer to sell nor a solicitation of an offer to buy the stock
of Indian Village Bancorp. 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 Indian Village Bancorp stock would be unlawful. The shares of Indian
Village Bancorp 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 Indian Village 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. INDIAN VILLAGE COMMUNITY BANK 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 (740) 254-9164.