LETTER TO BROKERS
OFFER TO PURCHASE FOR CASH
by
STEELTON BANCORP, INC.
UP TO 90,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT GREATER THAN $16.25 NOR LESS THAN $14.25 PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS 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 PERIOD AT ANY TIME.
July 19, 2001
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Steelton Bancorp, Inc., a Pennsylvania corporation, has appointed us to
act as the information agent in connection with its offer to purchase for cash
up to 90,000 shares of its common stock, par value $0.10 per share, at a price
not greater than $16.25 nor less than $14.25 per share, net to the seller in
cash, without interest, as specified by shareholders tendering their shares.
Given the prices specified by tendering shareholders and the number of
shares tendered and not properly withdrawn, Steelton Bancorp, Inc. will select
the lowest purchase price between $14.25 and $16.25 net per share in cash,
without interest, that will allow it to purchase 90,000 shares, or, if a lesser
number of shares are properly tendered, all shares that are properly tendered.
All shares acquired in the tender offer will be purchased at the same price.
Steelton Bancorp, Inc.'s offer is being made upon the terms and subject
to the conditions set forth in its offer to purchase, dated July 19, 2001, and
in the related letter of transmittal which, as they may be amended and
supplemented from time to time, together constitute the tender offer.
Only shares properly tendered at prices equal to or below the purchase
price and not properly withdrawn will be purchased. However, because of the
proration provisions described in the offer to purchase, all of the shares
tendered at or below the purchase price may not be purchased if more than 90,000
shares are properly tendered. All shares tendered and not purchased, including
shares tendered at prices above the purchase price and shares not purchased
because of proration or the conditional tender procedures, will be returned at
Steelton Bancorp, Inc.'s expense as soon as practicable following the expiration
date.
Steelton Bancorp, Inc. reserves the right, in its sole discretion, to
purchase more than 90,000 shares pursuant to the tender offer, subject to
applicable law.
The tender offer is not conditioned on any minimum number of shares
being tendered. The tender offer is, however, subject to other conditions
described in the offer to purchase.
Upon the terms and conditions of Steelton Bancorp, Inc.'s offer, if
more than 90,000 shares are properly tendered at prices equal to or below the
purchase price and not properly withdrawn, Steelton Bancorp, Inc. will purchase
properly tendered shares in the following order:
o First, all shares properly tendered and not properly withdrawn by
any "odd lot holder" (as defined in the offer to purchase) who:
o tenders all shares owned (beneficially or of record) by the
odd lot holder at a price equal to or below the purchase
price (tenders of less than all the shares owned will not
qualify for this preference); and
o completes the section entitled "Odd Lots" in the letter of
transmittal and, if applicable, in the notice of guaranteed
delivery; and
o Second, after the purchase of all the shares properly tendered by
odd lot holders and subject to the conditional tender procedures
described in section 5 of the offer to purchase, all other shares
properly tendered at prices equal to or below the purchase price,
on a pro rata basis with appropriate adjustments to avoid
purchases of fractional shares.
For your information and for forwarding to your clients for whom you
hold shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
o offer to purchase, dated July 19, 2001;
o letter to clients that you may send to your clients for whose
accounts you hold shares registered in your name or in the name
of your nominee, with space provided for obtaining such clients'
instructions with regard to the tender offer;
o letter of transmittal for your use and for the information of
your clients (together with accompanying instructions and
Substitute Form W-9);
o letter to shareholders of Steelton Bancorp, Inc., dated July 19,
2001, from Harold E. Stremmel, President and Chief Executive
Officer of Steelton Bancorp, Inc.;
o notice of guaranteed delivery to be used to accept the tender
offer if the share certificates and all other required documents
cannot be delivered to the depositary before the expiration date;
and
o guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
Your prompt action is requested. We urge you to contact your clients as
promptly as possible. The tender offer and withdrawal rights will expire at 5:00
p.m., Eastern time, on Thursday, August 16, 2001, unless the tender offer is
extended.
No fees or commissions will be payable to brokers, dealers, commercial
banks, trust companies or any person for soliciting tenders of shares under the
tender offer. Steelton Bancorp, Inc. will, however, upon request, reimburse you
for customary mailing and handling expenses incurred by you in forwarding any of
the enclosed materials to the beneficial owners of shares held by you as a
nominee or in a fiduciary
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capacity. Steelton Bancorp, Inc. will pay or cause to be paid any stock transfer
taxes applicable to its purchase of shares, except as otherwise provided in the
offer to purchase and letter of transmittal.
In order to properly tender shares under the tender offer, a
shareholder must do either (1) or (2) below:
(1) Provide that the depositary receives the following before the
offer expires:
o 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 the letter of transmittal.
(2) Comply with the guaranteed delivery procedure set forth in
section 2 of the offer to purchase.
Any inquiries you may have with respect to the tender offer should be
addressed to MacKenzie Partners, Inc. at its addresses and telephone number set
forth on the back page of the offer to purchase.
Additional copies of the enclosed material may be obtained from
MacKenzie Partners, Inc. by calling them toll-free at (800) 322-2885.
Very truly yours,
/s/MACKENZIE PARTNERS, INC.
(Enclosures)
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON THE AGENT OF STEELTON BANCORP, INC., THE INFORMATION
AGENT OR THE DEPOSITARY OR ANY AFFILIATE OF THE FOREGOING, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE TENDER OFFER OTHER THAN THE DOCUMENTS ENCLOSED
HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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