LETTER TO BROKERS
OFFER TO PURCHASE FOR CASH
by
Crazy Woman Creek Bancorp Incorporated
UP TO 350,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN
$18.25 NOR LESS THAN $16.00 PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. , MOUNTAIN TIME, ON
TUESDAY, NOVEMBER 4, 2003, UNLESS THE OFFER IS EXTENDED. CRAZY WOMAN CREEK
BANCORP INCORPORATED MAY EXTEND THE OFFER PERIOD AT ANY TIME.
October 3, 2003
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Crazy Woman Creek Bancorp Incorporated, a Wyoming corporation, has
appointed us to act as the information agent in connection with its offer to
purchase for cash up to 350,000 shares of its common stock, par value $0.10 per
share, at a price not greater than $18.25 nor less than $16.00 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shares tendered and not properly withdrawn, Crazy Woman Creek Bancorp
Incorporated will select the lowest purchase price between $16.00 and $18.25 net
per share in cash, without interest, that will allow it to purchase 350,000
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.
Crazy Woman Creek Bancorp Incorporated's offer is being made upon the
terms and subject to the conditions set forth in its offer to purchase, dated
October 3, 2003, 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price and not properly withdrawn will be purchased.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
350,000 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 Crazy Woman Creek Bancorp Incorporated's expense as soon as
practicable following the expiration date.
Crazy Woman Creek Bancorp Incorporated reserves the right, in its sole
discretion, to purchase more than 350,000 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 Crazy Woman Creek Bancorp
Incorporated's offer, if more than 350,000 shares are properly tendered at
prices equal to or below the purchase price and not properly withdrawn, Crazy
Woman Creek Bancorp Incorporated 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 October 3, 2003;
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 Crazy Woman Creek Bancorp Incorporated,
dated October 3, 2003, from Gary J. Havens, President and Chief
Executive Officer of Crazy Woman Creek Bancorp Incorporated;
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 to obtain their instructions. The tender offer and
withdrawal rights will expire at 5:00 p.m., Mountain time, on Tuesday, November
4, 2003, unless the tender offer is extended.
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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. Crazy Woman Creek Bancorp Incorporated 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 capacity. Crazy Woman Creek
Bancorp Incorporated 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.
Neither Crazy Woman Creek Bancorp Incorporated, its Board of Directors
nor the information agent makes any recommendation to any stockholder as to
whether to tender or refrain from tendering all or any shares or as to the price
or prices at which to tender. Stockholders must make their own decision as to
whether to tender shares and, if so, how many shares to tender and at which
prices.
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 D.F. King & Co., Inc. at its address and telephone numbers set
forth on the back page of the offer to purchase.
Additional copies of the enclosed material may be obtained from D.F.
King & Co., Inc. by calling them at (212) 269-5550.
Very truly yours,
[D.F. King & Co. Inc.]
(Enclosures)
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON THE AGENT OF CRAZY WOMAN CREEK BANCORP INCORPORATED, 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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