STEELTON BANCORP, INC.
LETTER OF TRANSMITTAL
to Accompany Shares of Common Stock
of
Steelton Bancorp, Inc.
Tendered Pursuant to the Offer to Purchase, dated July 19, 2001
THIS OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL
EXPIRE AT 5:00 P.M., EASTERN TIME, ON THURSDAY, AUGUST 16,
2001, UNLESS THE OFFER IS EXTENDED.
STEELTON BANCORP, INC. MAY EXTEND THE OFFER AT ANY TIME.
The Depositary for the Offer is:
ILLINOIS STOCK TRANSFER COMPANY
By hand delivery, overnight delivery, express or first
class mail:
Illinois Stock Transfer Company
209 West Jackson Blvd., Suite 903
Chicago, Illinois 60606-6901
For Assistance:
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(Between 9:00 a.m. and 4:00 p.m. Central Time)
Toll Free (800) 757-5755
THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS,
SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
FOR THIS LETTER OF TRANSMITTAL TO BE VALIDLY DELIVERED, IT MUST BE
RECEIVED BY THE DEPOSITARY AT THE ABOVE ADDRESS BEFORE THE OFFER EXPIRES (IN
ADDITION TO THE OTHER REQUIREMENTS DETAILED IN THIS LETTER AND ITS
INSTRUCTIONS). DELIVERY OF THIS LETTER OF TRANSMITTAL TO ANOTHER ADDRESS WILL
NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO STEELTON BANCORP, INC. OR THE
INFORMATION AGENT WILL NOT BE FORWARDED TO THE DEPOSITARY AND WILL NOT
CONSTITUTE A VALID DELIVERY.
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DESCRIPTION OF SHARES TENDERED
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Name(s) and Address(es) of Registered Holder(s) Shares Tendered
(If Blank, Please Fill in Exactly as Name(s) Appear(s) on (Attach additional list if necessary)
Certificate(s))
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Total Number
of Shares Number of
Share Certificate Evidenced by Shares
Number(s) Certificate(s) Tendered(1)
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Total Certificated Shares Tendered
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TOTAL SHARES TENDERED
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Indicate in this box the order (by certificate number) in which shares are to be
purchased in the event of proration (attach additional signed list if
necessary):(2)
1st:
2nd:
3rd:
4th:
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(1) If you desire to tender fewer than all shares evidenced by certificates
listed, please indicate in this column the number of shares you wish to tender.
Otherwise, all shares evidenced by such certificates will be deemed to have been
tendered. See Instruction 4.
(2) If you do not designate an order, in the event less than all shares tendered are purchased due to proration, shares
will be selected for purchase by the depositary. See Instruction 9.
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WHEN THIS LETTER OF TRANSMITTAL SHOULD BE USED:
You should complete this letter of transmittal only if you are including with
this letter certificates representing the shares that you are tendering (or the
certificates will be delivered pursuant to a notice of guaranteed delivery you
have previously sent to the depositary).
If you want to tender your shares into the offer but (1) your
certificates are not immediately available, or (2) you cannot deliver all
documents required by this letter of transmittal to the depositary before the
offer expires, you can still tender your shares if you comply with the
guaranteed delivery procedure set forth in the section captioned "The Offer - 2.
Procedures for Tendering Shares" of the Offer to Purchase. See Instruction 2.
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ADDITIONAL INFORMATION REGARDING TENDERED SHARES
[ ] Check here if any certificate evidencing the shares you are tendering
with this letter of transmittal has been lost, stolen, destroyed or
mutilated. If so, you must complete an Affidavit of Loss and return it
with your letter of transmittal. A bond may be required to be posted by
you to secure against the risk that the certificates may be
recirculated. Please call Illinois Stock Transfer Company, as the
transfer agent for the shares, between 9:00 a.m. and 4:00 p.m. Central
Time at (312) 427-2953 or toll free (800) 757-5755 to get an Affidavit
of Loss, for further instructions and for a determination as to whether
you will need to post a bond. See Instruction 14.
[ ] Check here if tendered shares are being delivered pursuant to a
notice of guaranteed delivery previously sent to the depositary and
complete the following:
Name(s) of Registered Owner(s):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution which Guaranteed Delivery:
Account Number:
PRICE AT WHICH YOU ARE TENDERING
(SEE INSTRUCTION 5)
You must check one box and only one box if you want to tender your shares. If
more than one box is checked or if no box is checked, your shares will not be
properly tendered.
SHARES TENDERED AT A PRICE DETERMINED BY YOU:
By checking one of the following boxes below instead of the box under "Shares
tendered at a price determined pursuant to the offer," you are tendering shares
at the price checked. This action could result in none of your shares being
purchased if the purchase price selected by Steelton Bancorp, Inc. for the
shares is less than the price checked below. If you want to tender portions of
your shares at more than one price, you must complete a separate letter of
transmittal for each price at which you tender shares. The same shares cannot be
tendered at more than one price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
[ ] $14.25 [ ] $15.00 [ ] $15.75
[ ] $14.50 [ ] $15.25 [ ] $16.00
[ ] $14.75 [ ] $15.50 [ ] $16.25
OR
SHARES TENDERED AT A PRICE DETERMINED PURSUANT TO THE OFFER:
[ ] By checking this one box instead of one of the price boxes above, you
are tendering shares and are willing to accept the purchase price
selected by Steelton Bancorp, Inc. in accordance with the terms of the
offer. This action will maximize the chance of having Steelton Bancorp,
Inc. purchase your shares (subject to the possibility of proration).
Note this action could result in your receiving a price per share as
low as $14.25.
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ODD LOTS
(SEE INSTRUCTION 8)
Complete this section only if you own, or are tendering on behalf of a person
who owns, beneficially or of record, an aggregate of fewer than 100 shares and
are tendering all of your shares.
You either (check one box):
[ ] are the beneficial or record owner of an aggregate of fewer than 100
shares, all of which are being tendered; or
[ ] are a broker, dealer, commercial bank, trust company, or other
nominee that (a) is tendering for the beneficial owner(s), shares with
respect to which it is the record holder, and (b) believes, based upon
representations made to it by the beneficial owner(s), that each such
person is the beneficial owner of an aggregate of fewer than 100 shares
and is tendering all of the shares.
CONDITIONAL TENDER
(SEE INSTRUCTION 15)
You may condition your tender of shares on Steelton Bancorp, Inc. purchasing a
specified minimum number of your tendered shares, all as described in the
section captioned "The Offer - 5. Conditional Tender Procedures" of the Offer to
Purchase. Unless the minimum number of shares you indicate below is purchased by
Steelton Bancorp, Inc. in the offer, none of the shares you tendered will be
purchased. It is your responsibility to calculate that minimum number of shares
that must be purchased if any are purchased, and you are urged to consult your
own tax advisor before completing this section. Unless this box has been checked
and a minimum number of shares specified, your tender will be deemed
unconditional.
[ ] The minimum number of shares that must be purchased, if any are
purchased, is: ____________ shares.
If because of proration, the minimum number of shares that you designated above
will not be purchased, Steelton Bancorp, Inc. may accept conditional tenders by
random lot, if necessary. However, to be eligible for purchase by random lot,
you must have tendered all your shares and checked this box:
[ ] The tendered shares represent all shares held by me.
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 10) (SEE INSTRUCTIONS 1, 6, 7 AND 10)
Complete this box only if you want certificates for shares Complete this box only if you want certificates for shares
not tendered or not purchased and/or the check for the not tendered or not purchased and/or the check for the
purchase price to be issued in the name of someone other purchase price to be mailed to someone other than you,
than you. or to you at an address other than that designated earlier.
Issue: [ ] Check [ ] Certificate(s) to: Mail: [ ] Check [ ] Certificate(s) to:
Name ______________________________________________ Name _______________________________________________
(Please print) (Please print)
Address_____________________________________________ Address_____________________________________________
____________________________________________________ ____________________________________________________
(Include Zip Code) (Include Zip Code)
___________________________________________
(Tax Identification or Social Security No.)
(See Substitute Form W-9)
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Steelton Bancorp, Inc. has no obligation, pursuant to the "Special Payment Instructions,"to transfer any
certificate for shares from the name of its registered holder(s), if Steelton Bancorp, Inc. does not purchase
any of the shares represented by such certificate.
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NOTE: IF YOU WANT TO TENDER YOUR SHARES,
SIGNATURES MUST BE PROVIDED ON PAGE 8
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
To Illinois Stock Transfer Company:
The undersigned hereby tenders to Steelton Bancorp, Inc., a
Pennsylvania corporation, the above- described shares of Steelton Bancorp,
Inc.'s common stock, $0.10 par value per share, at the price per share indicated
in this letter of transmittal, net to the seller in cash, without interest, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated July 19, 2001, receipt of which is hereby acknowledged, and in this letter
of transmittal which, as amended or supplemented from time to time, together
constitute the offer.
Subject to, and effective upon, acceptance for payment of the Shares
tendered in accordance with the terms and subject to the conditions of the
offer, including, if the offer is extended or amended, the terms and conditions
of the extension or amendment, the undersigned agrees to sell, assign and
transfer to, or upon the order of, Steelton Bancorp, Inc. all right, title and
interest in and to all shares tendered and irrevocably constitutes and appoints
the depositary as the true and lawful agent and attorney-in-fact of the
undersigned with respect to the shares with full knowledge that the depositary
also acts as the agent of Steelton Bancorp, Inc., with full power of
substitution (the power of attorney being deemed to be an irrevocable power
coupled with an interest), to:
1. deliver certificate(s) representing the shares, together with all
accompanying evidences of transfer and authenticity, to or upon
the order of Steelton Bancorp, Inc. upon receipt by the
depositary, as the undersigned's agent, of the purchase price
with respect to the shares;
b. present certificates for the shares for cancellation and
transfer on Steelton Bancorp, Inc.'s books; and
c. receive all benefits and otherwise exercise all rights of
beneficial ownership of the shares, subject to the next
paragraph, all in accordance with the terms and subject to
the conditions of the offer.
The undersigned covenants, represents and warrants to Steelton Bancorp,
Inc. that:
1. the undersigned has full power and authority to tender, sell,
assign and transfer the shares tendered hereby and when and to
the extent accepted for payment, Steelton Bancorp, Inc. will
acquire good, marketable and unencumbered title to the tendered
shares, free and clear of all security interests, liens,
restrictions, charges, encumbrances, conditional sales agreements
or other obligations relating to the sale or transfer of the
shares, and not subject to any adverse claims;
2. the undersigned understands that tenders of shares pursuant to
any one of the procedures described in the section captioned "The
Offer - 2. Procedures for Tendering Shares" of the Offer to
Purchase and in the instructions to this letter of transmittal
will constitute the undersigned's acceptance of the terms and
conditions of the offer, including the undersigned's
representation and warranty that (a) the undersigned has a "net
long position," within the meaning of Rule 14e-4 promulgated
under the Securities Exchange Act of 1934, in the shares or
equivalent securities at least equal to the shares being
tendered, and (b) the tender of shares complies with Rule 14e-4;
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3. the undersigned will, upon request, execute and deliver any
additional documents deemed by the depositary or Steelton
Bancorp, Inc. to be necessary or desirable to complete the sale,
assignment and transfer of the shares tendered; and
4. the undersigned has read, understands and agrees to all of the
terms of the offer.
The undersigned understands that Steelton Bancorp, Inc.'s acceptance of
Shares tendered pursuant to any one of the procedures described in the section
captioned "The Offer - 2. Procedures for Tendering Shares" of the Offer to
Purchase and in the instructions to this letter of transmittal will constitute a
binding agreement between the undersigned and Steelton Bancorp, Inc. upon the
terms and subject to the conditions of the offer. The undersigned acknowledges
that under no circumstances will Steelton Bancorp, Inc. pay interest on the
purchase price, including without limitation, by reason of any delay in making
payment.
The name(s) and address(es) of the registered holder(s) should be
printed, if they are not already printed above, exactly as they appear on the
certificates evidencing shares tendered. The certificate numbers, the number of
shares evidenced by the certificates, the number of shares that the undersigned
wishes to tender, and the price at which the shares are being tendered should be
set forth in the appropriate boxes above.
The undersigned understands that Steelton Bancorp, Inc. will determine
a single per share price, not greater than $16.25 nor less than $14.25, that it
will pay for shares properly tendered, taking into account the number of shares
tendered and the prices specified by tendering shareholders. Steelton Bancorp,
Inc. will select the lowest purchase price that will allow it to buy 90,000
shares or, if a lesser number of shares are properly tendered, all shares that
are properly tendered and not properly withdrawn. All shares acquired in the
offer will be acquired at the same purchase price. All shares properly tendered
at prices equal to or below the purchase price and not properly withdrawn will
be purchased, subject to the conditions of the offer and the "odd lot" priority,
proration and conditional tender provisions described in the Offer to Purchase.
Shares tendered at prices in excess of the purchase price that is selected by
Steelton Bancorp, Inc. and shares not purchased because of proration or
conditional tenders will be returned without expense to the shareholder.
The undersigned recognizes that under the circumstances set forth in
the Offer to Purchase, Steelton Bancorp, Inc. may terminate or amend the offer
or may postpone the acceptance for payment of, or the payment for, shares
tendered or may accept for payment fewer than all of the shares tendered. The
undersigned understands that certificate(s) for any shares not tendered or not
purchased will be returned to the undersigned at the address indicated above,
unless otherwise indicated in the box entitled "Special Payment Instructions" or
the box entitled "Special Delivery Instructions" above. The undersigned
acknowledges that Steelton Bancorp, Inc. has no obligation, pursuant to the
"Special Payment Instructions" box, to transfer any certificate for shares from
the name of its registered holder(s), if Steelton Bancorp, Inc. does not
purchase any of the shares represented by such certificate.
The check for the aggregate net purchase price for the shares tendered
and purchased will be issued to the order of the undersigned and mailed to the
address indicated above, unless otherwise indicated in the boxes
entitled"Special Payment Instructions" or "Special Delivery Instructions" above.
All authority conferred or agreed to be conferred by this letter of
transmittal will survive the death or incapacity of the undersigned, and any
obligation of the undersigned will be binding on the heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and legal representatives of the undersigned. Except as stated in the
Offer to Purchase, this tender is irrevocable.
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IMPORTANT - STOCKHOLDERS SIGN HERE
(PLEASE COMPLETE AND RETURN
THE ATTACHED SUBSTITUTE FORM W-9.)
(Must be signed by the registered holder(s) exactly as such holder(s)
name(s)appear(s) on certificate(s) for shares or on a security position listing
or by person(s) authorized to become the registered holder(s) thereof by
certificates and documents transmitted with this letter of transmittal. If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, please set forth full title and see Instruction 6.)
_______________________________________________________
_______________________________________________________
(Signature(s) of Owner(s))
Dated: _____________________, 2001
Name(s): _______________________________________
_______________________________________________
(Please Print)
Capacity (full title): ______________________________
Address: _______________________________________
(Include Zip Code)
Daytime Area Code and Telephone Number: ___________________
Tax Identification or Social Security Number: __________________
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 6 TO DETERMINE IF REQUIRED)
Authorized
Signature:______________________________________________________________________
Name:
________________________________________________________________________________
(Please Print)
Title:
________________________________________________________________________________
Name of Firm:
________________________________________________________________________________
Address:
________________________________________________________________________________
(Include Zip Code)
Area Code and Telephone
Number:__________________________________________________________
Dated: _______________________, 2001
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TO BE COMPLETED BY ALL TENDERING SHAREHOLDERS
(SEE INSTRUCTION 13)
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PAYER'S NAME: Illinois Stock Transfer Company
SUBSTITUTE Part 1-- PLEASE PROVIDE YOUR TIN IN THE TIN:______________
Form W-9 BOX AT THE RIGHT AND CERTIFY BY Social Security
Department of the SIGNING AND DATING BELOW. Number or Taxpayer
Treasury Identification Number
Internal Revenue Service -----------------------------------------------------------------------------------------------
Payer's Request for Part 2 -- Certification -- UNDER PENALTIES OF PURJURY,
Taxpayer (1) The number shown on this form is my correct Number (or I am waiting
Identification Number for a number to be issued to me); and
(TIN) (2) I am not subject to backup withholding because (i) I am exempt from
backup withholding, (ii) I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or (iii) the IRS has notified me that
I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in part 2
above if you have been notified by the IRS that you are currently subject to
backup withholding because of under-reporting interest or dividends on your
tax return and you have not been notified by the IRS that you are no longer
subject to backup withholding.
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SIGNATURE:_______________________________ Part 3 -
DATE:_________ Awaiting TIN [ ]
NAME (please print):_____________________
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
BOX IN PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (i) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (ii)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within 60 days, 31% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
Signature_____________________________________________________
Date_________________
Name (Please Print)_____________________________________________________________
Address_________________________________________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Depending on how the certificates for
your shares are registered and to whom you want payments or deliveries made, you
may need to have the signatures on this letter of transmittal guaranteed by an
eligible guarantor institution. No signature guarantee is required if either:
o this letter of transmittal is signed by the registered
holder(s) of the shares tendered exactly as the name of the
registered holder(s) appears on the certificate(s) for the
shares and payment and delivery are to be made directly to the
holder, unless the holder has completed either of the boxes
entitled "Special Payment Instructions" or "Special Delivery
Instructions" above; or
o the shares are tendered for the account of a bank, broker,
dealer, credit union, savings association or other entity
which is a member in good standing of the Securities Transfer
Agents Medallion Program or a bank, broker, dealer, credit
union, savings association or other entity which is an
"eligible guarantor institution," as that term is defined in
Rule 17Ad-15 promulgated under the Securities Exchange Act of
1934, as amended.
In all other cases, including if you have completed either the box
entitled "Special Payment Instructions" or "Special Delivery Instructions"above,
an eligible guarantor institution must guarantee all signatures on this letter
of transmittal. You may also need to have any certificates you deliver endorsed
or accompanied by a stock power, and the signatures on these documents also may
need to be guaranteed. See Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. For your shares to be properly tendered, either (1) or
(2) below must happen:
(1) The depositary must receive all of the following at its address
above in this letter of transmittal before or on the date Steelton Bancorp,
Inc.'s offer expires:
o the certificates for the shares; and
o a properly completed and executed letter of transmittal or a
manually executed facsimile of it, including any required
signature guarantees, and
o any other documents required by this letter of transmittal.
(2) You must comply with the guaranteed delivery procedure set forth
below.
Guaranteed Delivery. If you want to tender your shares but your share
certificate(s) are not immediately available or cannot be delivered to the
depositary before the offer expires, or if time will not permit all required
documents to reach the depositary before the offer expires, your shares may
still be tendered, if all of the following conditions are satisfied:
o the tender is made by or through an eligible guarantor
institution;
o the depositary receives by hand, mail, overnight courier or
facsimile transmission, before the expiration date, a properly
completed and duly executed notice of guaranteed delivery
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in the form provided with this letter of transmittal,
specifying the price at which shares are being tendered,
including (where required) a signature guarantee by an
eligible guarantor institution in the form set forth in the
notice of guaranteed delivery; and
o all of the following are received by the depositary within
three NASDAQ trading days after the date of receipt by the
depositary of the notice of guaranteed delivery:
o the certificates for the shares,
o a properly completed and executed letter of
transmittal or a manually executed facsimile of
it, including any required signature guarantees, and
o any other documents required by this letter of
transmittal.
THE METHOD OF DELIVERING ALL DOCUMENTS, INCLUDING CERTIFICATES FOR
SHARES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT YOUR
ELECTION AND RISK. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED IN ALL CASES, SUFFICIENT TIME SHOULD
BE ALLOWED TO ENSURE TIMELY DELIVERY.
Except as specifically permitted pursuant to the section captioned "The
Offer - 5. Conditional Tender Procedures" of the Offer to Purchase, Steelton
Bancorp, Inc. will not accept any alternative, conditional or contingent
tenders, nor will it purchase any fractional shares, except as expressly
provided in the Offer to Purchase. All tendering shareholders, by execution of
this letter of transmittal or a manually signed facsimile of this letter of
transmittal, waive any right to receive any notice of the acceptance of their
tender.
3. INADEQUATE SPACE. If the space provided in the box entitled
"Description of Shares Tendered" above is inadequate, the certificate numbers
and/or the number of shares should be listed on a separate signed schedule
and attached to this letter of transmittal.
4. PARTIAL TENDERS AND UNPURCHASED SHARES. If fewer than all of the
shares evidenced by any certificate are to be tendered, fill in the number of
shares that are to be tendered in the column entitled "Number of Shares
Tendered" in the box entitled "Description of Shares Tendered" above. In that
case, if any tendered shares are purchased, a new certificate for the remainder
of the shares (including any shares not purchased) evidenced by the old
certificate(s) will be issued and sent to the registered holder(s), unless
otherwise specified in either the box entitled "Special Payment Instructions"
or"Special Delivery Instructions" in this letter of transmittal, as soon as
practicable after the expiration date. Unless otherwise indicated, all shares
represented by the certificate(s) set forth above and delivered to the
depositary will be deemed to have been tendered.
If any tendered shares are not purchased or are properly withdrawn, or
if less than all shares evidenced by a shareholder's certificates are tendered,
certificates for unpurchased shares will be returned as soon as practicable
after the expiration or termination of the tender offer or the proper withdrawal
of the shares, as applicable. In each case, shares will be returned or credited
without expense to the shareholder.
5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. If you
want to tender your shares you must properly complete the pricing section of
this letter of transmittal, which is called "Price At Which You Are Tendering".
You must check one box in the pricing section. If more than one box is checked
or no box is checked, your shares will not be properly tendered. If you want to
tender portions of your shares at more than one price, you must complete a
separate letter of transmittal for each
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price at which you tender shares. However, the same shares cannot be tendered at
more than one price, unless previously and properly withdrawn as provided in the
section captioned "The Offer - 3. Withdrawal Rights" of the Offer to Purchase.
6. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.
Exact Signature. If this letter of transmittal is signed by the registered
holder(s) of the shares tendered, the signature(s) must correspond exactly with
the name(s) as written on the face of the certificate(s) without any change
whatsoever.
Joint Holders. If the shares tendered are registered in the names of
two or more joint holders, each holder must sign this letter of transmittal.
Different Names on Certificates. If any tendered shares are registered
indifferent names on several certificates, it will be necessary to complete,
sign and submit as many separate letters of transmittal (or manually signed
facsimiles) as there are different registrations of certificates.
Endorsements. When this letter of transmittal is signed by the
registered holder(s) of the shares tendered, no endorsements of certificates
representing the shares or separate stock powers are required unless payment is
to be made or the certificates for shares not tendered or not purchased are to
be issued to a person other than the registered holder(s). Signature(s) on the
certificate(s) must be guaranteed by an eligible institution.
If this letter of transmittal is signed by a person other than the
registered holder(s) of the certificates listed, or if payment is to be made or
certificates for shares not tendered or not purchased are to be issued to a
person other than the registered holder(s), the certificates must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appears on the certificates, and the
signatures on the certificates or stock powers must be guaranteed by an eligible
institution. See Instruction 1.
Signatures of Fiduciaries. If this letter of transmittal or any
certificate or stock power is signed by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or any other person acting
in a fiduciary or representative capacity, that person should so indicate when
signing and must submit proper evidence satisfactory to Steelton Bancorp, Inc.
of his or her authority to so act.
7. STOCK TRANSFER TAXES. Except as provided in this Instruction 7, no
stock transfer tax stamps or funds to cover tax stamps need accompany this
letter of transmittal. Steelton Bancorp, Inc. will pay any stock transfer taxes
payable on the transfer to it of shares purchased pursuant to the offer. If,
however, (a)payment of the purchase price is to be made to any person other than
the registered holder(s); (b) shares not tendered or rejected for purchase are
to be registered in the name(s) of any person(s) other than the registered
holder(s);or (c) certificates representing tendered shares are registered in the
name(s)of any person(s) other than the person(s) signing this letter of
transmittal, then the depositary will deduct from the purchase price the amount
of any stock transfer taxes (whether imposed on the registered holder(s), other
person(s) or otherwise) payable on account of the transfer to that person,
unless satisfactory evidence of the payment of the taxes or any exemption
therefrom is submitted.
8. ODD LOTS. If Steelton Bancorp, Inc. is to purchase fewer than all
shares properly tendered and not properly withdrawn, the shares purchased first
will consist of all shares properly tendered by any shareholder who owns,
beneficially or of record, an aggregate of fewer than 100 shares and who tenders
all of the holder's shares at or below the purchase price. This preference will
not be available unless the section captioned "Odd Lots" is completed.
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9. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in the section
captioned "The Offer - 1. Number of Shares; Price; Priority of Purchase" of the
Offer to Purchase, shareholders can specify in the "Description of Shares
Tendered" box of this letter of transmittal the order in which specified
portions of their shares will be purchased if, as a result of the proration
provisions or otherwise, some but not all of the tendered shares are purchased
in the tender offer. The order of purchase may have an effect on the federal
income tax treatment of the purchase price for the shares purchased. See the
sections captioned "The Offer - 1. Number of Shares; Price; Priority of
Purchase" and "Special Factors - 8. Federal Income Tax Consequences" of the
Offer to Purchase.
10. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If certificate(s) for
shares not tendered or not purchased and/or check(s) are to be issued in the
name of a person other than the signer of this letter of transmittal or if the
certificates and/or checks are to be sent to someone other than the person
signing this letter of transmittal or to the signer at a different address, the
box entitled "Special Payment Instructions" and/or the box entitled "Special
Delivery Instructions" on this letter of transmittal should be completed as
applicable and signatures must be guaranteed as described in Instruction 1.
11. IRREGULARITIES. All questions as to the number of shares to be
accepted, the price to be paid for shares to be accepted and the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of shares will be determined by Steelton Bancorp, Inc. in its sole discretion
and that determination will be final and binding on all parties. Steelton
Bancorp, Inc. reserves the absolute right to reject any or all tenders of any
shares that it determines are not in proper form or the acceptance for payment
of or payment for which it determines may be unlawful. Steelton Bancorp, Inc.
also reserves the absolute right to waive any of the conditions of the tender
offer or any defect or irregularity in any tender with respect to any particular
shares or any particular shareholder, and Steelton Bancorp, Inc.'s
interpretation of the terms of the tender offer (including these Instructions)
will be final and binding on all parties. No tender of shares will be deemed to
have been properly made until all defects or irregularities have been cured by
the tendering shareholder or waived by Steelton Bancorp, Inc.. Unless waived,
any defects and irregularities in connection with tenders must be cured within
the time period, if any, Steelton Bancorp, Inc. determines. Neither Steelton
Bancorp, Inc., nor any of the depositary, the information agent or any other
person will be under any duty to give notification of any defects or
irregularities in any tender or incur any liability for failure to give any such
notification.
12. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.
Questions and requests for additional copies of the Offer to Purchase, the
letter of transmittal or the notice of guaranteed delivery may be directed to
the information agent at the telephone number and address set forth the back
page of the Offer to Purchase and set forth below.
13. TAX IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Federal income
tax law generally requires that a shareholder whose tendered shares are accepted
for purchase, or the shareholder's assignee (in either case, the "payee"),
provide the depositary with the payee's correct Taxpayer Identification Number
("TIN"),which, in the case of a payee who is an individual, is the payee's
social security number. If the depositary is not provided with the correct TIN
or an adequate basis for an exemption, the payee may be subject to penalties
imposed by the IRS and backup withholding in an amount equal to 31% of the gross
proceeds received pursuant to the offer. If withholding results in an
overpayment of taxes, a refund may be obtained. To prevent backup withholding,
each payee must provide the payee's correct TIN by completing the Substitute
Form W-9 set forth in this letter of transmittal, certifying that the TIN
provided is correct (or that the payee is awaiting a TIN) and that
o the payee is exempt from backup withholding,
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o the payee has not been notified by the Internal Revenue
Service that the payee is subject to backup withholding as a
result of a failure to report all interest or dividends, or
o the Internal Revenue Service has notified the payee that the
payee is no longer subject to backup withholding.
If the payee lacks a TIN, the payee should
o consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for instructions
on applying for a TIN,
o check "Awaiting TIN" in the box in Part 3 of the Substitute
Form W-9, and
o sign and date the Substitute Form W-9 and the Certificate of
Awaiting Taxpayer Identification Number set forth in this
document.
If the payee does not provide the payee's TIN to the depositary within
sixty (60) days, backup withholding will begin and continue until the payee
furnishes the payee's TIN to the depositary. Note that checking the box in Part
3 on the Substitute Form W-9 means that the payee has already applied for a TIN
or that the payee intends to apply for one in the near future.
If shares are held in more than one name or are not in the name of the
actual owner, consult the W- 9 guidelines for information on which TIN to
report.
Exempt payees (including, among others, all corporations and certain
foreign individuals) are not subject to backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt payee
should write "Exempt" in Part 2 of the Substitute Form W-9. See the enclosed W-9
guidelines for additional instructions. In order for a nonresident alien or
foreign entity to qualify as exempt, that person must submit a completed IRS
Form W-8 Certificate of Foreign Status or a Substitute Form W-8, signed under
penalty of perjury attesting to the exempt status. This form may be obtained
from the depositary.
Non-United States holders are urged to consult their tax advisors
regarding the application of United States federal income tax withholding,
including eligibility for a withholding tax reduction or exemption, and the
refund procedure.
14. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. If your
certificate for part or all of your shares has been lost, stolen, misplaced or
destroyed, you should contact Illinois Stock Transfer Company, the transfer
agent for our shares, at (312) 427-2953, or toll free (800) 757-5755 between
9:00 a.m. and 4:00 p.m. Central Time, for instructions as to obtaining an
affidavit of loss. The affidavit of loss will then be required to be submitted
together with this letter of transmittal in order to receive payment for shares
that are tendered and accepted for payment. A bond may be required to be posted
by you to secure against the risk that the certificates may be subsequently
recirculated. You are urged to contact Illinois Stock Transfer Company
immediately in order to receive further instructions, to permit timely
processing of this documentation and for a determination as to whether you
will need to post a bond.
15. CONDITIONAL TENDERS. As described in the section captioned "The
Offer - 5. Conditional Tender Procedures" of the Offer to Purchase, you may
tender shares subject to the condition that all or a specified minimum number of
your shares tendered pursuant to this letter of transmittal ora notice of
guaranteed delivery must be purchased if any shares tendered are purchased.
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If you wish to make a conditional tender you must indicate this in the
box captioned "Conditional Tender" in this letter of transmittal or, if
applicable, the notice of guaranteed delivery. In the box in this letter of
transmittal or the notice of guaranteed delivery, you must calculate and
appropriately indicate the minimum number of shares that must be purchased if
any are to be purchased.
As discussed in the section captioned "The Offer - 5. Conditional
Tender Procedures" of the Offer to Purchase, proration may affect whether
Steelton Bancorp, Inc. accepts conditional tenders and may result in shares
tendered pursuant to a conditional tender being deemed withdrawn if the minimum
number of shares would not be purchased. If, because of proration, the minimum
number of shares that you designate will not be purchased, Steelton Bancorp,
Inc. may accept conditional tenders by random lot, if necessary. However, to be
eligible for purchase by random lot, you must have tendered all your shares and
check the box so indicating. Upon selection by lot, if any, Steelton Bancorp,
Inc. will limit its purchase in each case to the designated minimum number of
shares.
All tendered shares will be deemed unconditionally tendered unless
the"Conditional Tender" box is completed.
The conditional tender alternative is made available so that a
shareholder may seek to structure the purchase of shares pursuant to the offer
in such a manner that the purchase will be treated as a sale of such shares by
the shareholder, rather than the payment of a dividend to the shareholder, for
federal income tax purposes. If you are an odd lot holder and you tender all of
your shares, you cannot conditionally tender, since your shares will not be
subject to proration. It is the tendering shareholder's responsibility to
calculate the minimum number of shares that must be purchased from the
shareholder in order for the shareholder to qualify for sale rather than
dividend treatment. Each shareholder is urged to consult his or her own tax
advisor.
16. 401(k) PLAN. Participants in the Mechanics Savings Bank Employees'
Savings & Profit Sharing Plan (the "401(k) Plan") may not use this letter of
transmittal to direct the tender of shares allocated to their accounts under the
plan and should read the separate election form and related materials.
The Information Agent for the Offer is:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885
Email: proxy@mackenziepartners.com
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