LETTER TO CLIENTS
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 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 Our Clients:
Enclosed for your consideration are the offer to purchase, dated
October 3, 2003, and the related letter of transmittal in connection with the
offer by Crazy Woman Creek Bancorp Incorporated, a Wyoming corporation, to
purchase for cash 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shares tendered and not properly withdrawn, Crazy Woman Creek Bancorp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price and not properly withdrawn will be purchased.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 offer, subject
to applicable law. 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 below) who:
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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.
A TENDER OF YOUR SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU
FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER YOUR SHARES HELD
BY US FOR YOUR ACCOUNT.
Accordingly, please use the attached "Instruction Form" to instruct us
as to whether you wish us to tender any or all of the shares we hold for your
account on the terms and subject to the conditions of the tender offer.
WE CALL YOUR ATTENTION TO THE FOLLOWING:
1. You may tender shares at prices not in excess of $18.25 nor less
than $16.00 per share as indicated in the attached Instruction
Form, net to you in cash, without interest.
2. You should consult with your broker regarding the possibility of
designating the priority in which your shares will be purchased
in the event of proration.
3. The tender offer is not conditioned upon any minimum number of
shares being tendered. The tender offer is, however, subject to
certain other conditions described in the offer to purchase.
4. The tender offer and withdrawal rights will expire at 5:00 p.m.,
Mountain time on Tuesday, November 4, 2003, unless Crazy Woman
Creek Bancorp Incorporated extends the tender offer.
5. The tender offer is for 350,000 shares, constituting
approximately 43% of the shares outstanding as of October 3,
2003.
6. Tendering shareholders who are registered shareholders or who
tender their shares directly to Computershare Trust Company Inc.
as the depositary, will not be obligated to pay any brokerage
commissions or fees, solicitation fees, or, except as set forth
in the offer to purchase and the letter of transmittal, stock
transfer taxes on Crazy Woman Creek Bancorp Incorporated's
purchase of shares under the tender offer.
7. If you are an odd lot holder, meaning that you own beneficially
or of record an aggregate of fewer than 100 shares, and you
instruct us to tender on your behalf all such shares at or below
the purchase price before the expiration date and check the box
captioned "Odd Lots" in the attached instruction form, Crazy
Woman Creek Bancorp Incorporated, upon the terms
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and subject to the conditions of the tender offer, will accept
all such shares for purchase before proration, if any, of the
purchase of other shares properly tendered at or below the
purchase price and not properly withdrawn.
8. If you wish to tender portions of your shares at different
prices, you must complete a separate Instruction Form for each
price at which you wish to tender each such portion of your
shares. We must submit separate letters of transmittal on your
behalf for each price you will accept.
9. The board of directors of Crazy Woman Creek Bancorp Incorporated
has approved the tender offer. However, neither Crazy Woman Creek
Bancorp Incorporated nor its board of directors nor the
information agent makes any recommendation to shareholders as to
whether they should tender or not tender their shares or as to
the price or prices at which shareholders may choose to tender
their shares. Shareholders must make their own decision as to
whether to tender their shares and, if so, how many shares to
tender and the price or prices at which such shares should be
tendered. Crazy Woman Creek Bancorp Incorporated's directors and
executive officers have advised Crazy Woman Creek Bancorp
Incorporated that they do not intend to tender any shares in the
tender offer.
10. If you wish to have us tender any or all of your shares, please
so instruct us by completing, executing, detaching and returning
to us the attached Instruction Form. If you authorize us to
tender your shares, we will tender all such shares unless you
specify otherwise on the attached Instruction Form.
Please forward your Instruction Form to us as soon as possible to allow
us ample time to tender your shares on your behalf prior to the expiration of
the offer.
The tender offer is being made solely under the offer to purchase and
the related letter of transmittal and is being made to all record holders of
shares. The tender offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of shares residing in any jurisdiction in which the
making of the tender offer or acceptance thereof would not be in compliance with
the securities, blue sky or other laws of such jurisdiction.
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INSTRUCTION FORM
INSTRUCTIONS FOR TENDER OF SHARES OF
CRAZY WOMAN CREEK BANCORP INCORPORATED
By signing this instruction form you acknowledge receipt of our letter
and the enclosed offer to purchase, dated October 3, 2003, and the related
letter of transmittal in connection with the offer by Crazy Woman Creek Bancorp
Incorporated, a Wyoming corporation, to purchase shares of its common stock,
$0.10 par value per share. Crazy Woman Creek Bancorp Incorporated is offering to
purchase up to 350,000 shares 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. Crazy Woman Creek Bancorp Incorporated's
offer is being made upon the terms and subject to the conditions set forth in
the offer to purchase and in the related letter of transmittal, which, as they
may be amended or supplemented from time to time, together constitute the offer.
This will instruct us to tender to Crazy Woman Creek Bancorp
Incorporated, on your behalf, the number of shares indicated below (or if no
number is indicated below, all shares) which are beneficially owned by you but
registered in our name, upon the terms and subject to the conditions of the
offer.
Number of shares to be tendered:
___________________ shares. (Unless otherwise indicated, it will be
assumed that all shares held by us for
your account are to be tendered.)
PRICE AT WHICH YOU ARE TENDERING
(SEE INSTRUCTION 5 TO THE LETTER OF TRANSMITTAL)
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 Crazy Woman Creek Bancorp
Incorporated 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
[ ] $16.00 [ ] $16.75 [ ] $17.50
[ ] $16.25 [ ] $17.00 [ ] $17.75
[ ] $16.50 [ ] $17.25 [ ] $18.00
[ ] $18.25
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
Crazy Woman Creek Bancorp Incorporated in accordance with the terms of the
offer. This action will maximize the chance of having Crazy Woman
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Creek Bancorp Incorporated purchase your shares (subject to the
possibility of proration). Note this action could result in your
receiving a price per share as low as $16.00.
ODD LOTS
(SEE INSTRUCTION 8 TO THE LETTER OF TRANSMITTAL)
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 TO THE LETTER OF TRANSMITTAL)
You may condition your tender of shares on Crazy Woman Creek Bancorp
Incorporated purchasing a specified minimum number of your tendered shares, all
as described in section 5 of the offer to purchase. Unless the minimum number of
shares you indicate below is purchased by Crazy Woman Creek Bancorp Incorporated
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, Crazy Woman Creek Bancorp Incorporated 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.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF
THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
SIGN HERE:
Signature(s): __________________________________________________________________
Print Name(s): _________________________________________________________________
Address(es): ___________________________________________________________________
Area Code and Telephone Number: ________________________________________________
Taxpayer Identification or Social Security Number: _____________________________
Date: ______________________, 2003.
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