By Mail or Overnight Courier: RSV BANCORP, INC. By Hand:
Registrar and Transfer Company LETTER OF TRANSMITTAL c/o The Depository Trust Co.
10 Commerce Drive TO ACCOMPANY SHARES OF Transfer Agent Drop
Cranford, New Jersey 07016-3572 COMMON STOCK OF 55 Water Street, 1st Floor
For Assistance in Completing This RSV BANCORP, INC. New York, NY 10041-0099
Letter of Transmittal: TENDERED PURSUANT TO THE By Facsimile:
(800) 368-5948 OFFER TO PURCHASE (908) 497-2311
DATED SEPTEMBER 14, 2004 (For Eligible Institutions Only)
DEPOSITARY: REGISTRAR AND
TRANSFER COMPANY
DESCRIPTION OF SHARES TENDERED (SEE INSTRUCTIONS 3 AND 4)
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Name(s) and Address(es) of Registered Holder(s) Shares Tendered
(Please Fill In Exactly as Name(s) Appear(s) on Certificate(s)) (Attach Additional List, if Necessary)
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Total Number of Number of
Certificate Shares Represented by Shares
Number(s)* Certificate(s)* Tendered**
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Total Shares .
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* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented by any certificates delivered to the
Depositary are being tendered. See Instruction 4.
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON OCTOBER 15, 2004, UNLESS THE OFFER IS EXTENDED.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.
Delivery of documents to RSV Bancorp, Inc. or to the Book-Entry Transfer
Facility does not constitute a valid delivery. PLEASE DO NOT MAIL OR DELIVER ANY
SHARES TO RSV BANCORP, INC. DELIVERIES TO RSV BANCORP, INC. WILL NOT BE
FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY.
(BOX BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
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[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution __________________________________________________
Account No. ______________________ Transaction Code No. ________________________
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[ ] CHECK HERE IF CERTIFICATES FOR 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: _________________________________
Name of Tendering Institution __________________________________________________
Account No. ______________________ Transaction Code No. ________________________
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LOST CERTIFICATES
__ I have lost my certificate(s) for ______ shares of Common Stock of RSV
Bancorp, Inc. and require assistance in obtaining a replacement certificate.
(See Instruction 13.)
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
To RSV Bancorp, Inc.:
The undersigned hereby tenders to RSV Bancorp, Inc., a Pennsylvania
corporation, the above-described Shares of its Common Stock, par value $0.10 per
Share, at a price per Share hereinafter set forth, pursuant to RSV Bancorp,
Inc.'s Offer to Purchase up to 202,000 Shares, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated September 14, 2004, receipt
of which is hereby acknowledged, and in this Letter of Transmittal, which
together constitute the "Offer."
Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith 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 any such extension or amendment, the undersigned hereby
sells, assigns and transfers to, or upon the order of, RSV Bancorp, Inc. all
right, title and interest in and to all the Shares that are being tendered
hereby or orders the registration of the Shares tendered by book-entry transfer
that are purchased pursuant to the Offer to or upon the order of RSV Bancorp,
Inc. and irrevocably constitutes and appoints the Depositary the true and lawful
agent and attorney-in-fact of the undersigned with respect to the Shares, with
full power of substitution, such power of attorney being deemed to be an
irrevocable power coupled with an interest, to (a) deliver certificates for the
Shares, or transfer ownership of the Shares on the account books maintained by
the Book-Entry Transfer Facility, together, in any case, with all accompanying
evidences of transfer and authenticity, to or upon the order of RSV 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 the books of RSV Bancorp, Inc. and (c) receive all
benefits and otherwise exercise all rights of beneficial ownership of the
Shares, all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and that, when and to the extent the same are accepted for
payment by RSV Bancorp, Inc., RSV Bancorp, Inc. will acquire good, marketable
and unencumbered title thereto, free and clear of all liens, restrictions,
charges, encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the same will not be subject to
any adverse claims. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or RSV Bancorp, Inc. to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered hereby.
The undersigned hereby represents and warrants that the undersigned has
read and agrees to all of the terms of the Offer. All authority herein conferred
or agreed to be conferred shall not be affected by, and shall survive the death
or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 or 6 of the Offer to Purchase and in the
Instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer, including the undersigned's representation and
warranty that (i) the undersigned has a net long position in the Shares being
tendered within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (ii) the tender of the Shares complies
with Rule 14e-4. RSV Bancorp, Inc.'s acceptance for payment of Shares tendered
pursuant to the Offer will constitute a binding agreement between the
undersigned and RSV Bancorp, Inc. upon the terms and subject to the conditions
of the Offer.
The undersigned understands that RSV Bancorp, Inc. will determine a single
per Share price, not greater than $19.00 nor less than $17.00 per Share, net to
the seller in cash, without interest thereon, that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer taking into account the
number of Shares so tendered and the prices specified by tendering stockholders.
The undersigned understands that RSV Bancorp, Inc. will select the lowest
purchase price that will enable it to purchase 202,000 Shares, or a lesser
number of Shares as are validly tendered and not withdrawn at prices not greater
than $19.00 nor less than $17.00 per Share, pursuant to the Offer. The
undersigned understands that all Shares properly tendered and not withdrawn at
prices at or below the purchase price will be purchased at the purchase price,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions of the Offer, including its proration and conditional tender
provisions, and that RSV Bancorp, Inc. will return all other Shares, including
Shares tendered and not withdrawn at prices greater than the purchase price,
Shares not purchased because of proration and Shares that were conditionally
tendered and not accepted. The under-signed understands that tenders of Shares
pursuant to any one of the procedures described in Section 3 or 6 of the Offer
to Purchase and in the Instructions hereto will constitute an agreement between
the undersigned and RSV Bancorp, Inc. upon the terms and subject to the
conditions of the Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, RSV Bancorp, Inc. may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may not be required to purchase any of the Shares tendered hereby or may accept
for payment fewer than all of the Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of any Shares purchased, and/or return
any Shares not tendered or not purchased, in the name(s) of the under-signed,
and, in the case of Shares tendered by book-entry transfer, by credit to the
account at the Book-Entry Transfer Facility. Similarly, unless otherwise
indicated under "Special Delivery Instructions," please mail the check for the
purchase price of any Shares purchased and/or any certificates for Shares not
tendered or not purchased, and accompanying documents, as appropriate, to the
undersigned at the address shown below the under-signed's signature(s). In the
event that both "Special Payment Instructions" and "Special Delivery
Instructions" are completed, please issue the check for the purchase price of
any Shares purchased and/or return any Shares not tendered or not purchased in
the name(s) of, and mail said check and/or any certificates to, the person(s) so
indicated. The undersigned recognizes that RSV Bancorp, Inc. has no obligation,
pursuant to the "Special Payment Instructions," to transfer any Shares from the
name of the registered holder(s) thereof if RSV Bancorp, Inc. does not accept
for payment any of the Shares so tendered.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED (SEE INSTRUCTION
5)
CHECK ONE BOX. IF MORE THAN ONE BOX IS CHECKED BELOW, OR IF NO BOX IS CHECKED,
THERE IS NO VALID TENDER OF SHARES.
$17.00 [ ] $17.25 [ ] $17.50 [ ] $17.75 [ ] $18.00 [ ]
$18.25 [ ] $18.50 [ ] $18.75 [ ] $19.00 [ ]
Shares tendered at price determined pursuant to the Offer. [ ]
ODD LOTS (See Instruction 9)
This Section is to be completed ONLY if Shares are being tendered by or on
behalf of a person owning beneficially, as of the close of business on September
14, 2004, and who continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares.
The undersigned either (check one box):
[ ] was the beneficial owner as of the close of business on September 14, 2004,
and continues to be the beneficial owner as of the Expiration Date, of an
aggregate of fewer than 100 Shares, all of which are being tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other nominee that
(i) is tendering, for the beneficial owners thereof, Shares with respect to
which it is the record owner, and (ii) believes, based upon representations
made to it by each beneficial owner, that the beneficial owner owned
beneficially as of the close of business on September 14, 2004, and
continues to own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares, and is tendering all of those Shares.
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 6, 7 and 8) (See Instructions 6, 7 and 8)
To be completed ONLY if the check for the purchase To be completed ONLY if the check for the purchase price
price of Shares purchased and/or certificates for Shares of Shares purchased and/or certificates for Shares not
not tendered or not purchased are to be issued in the tendered or not purchased are to be mailed to someone
name of someone other than the undersigned. Issue check other than the undersigned or to the undersigned at an
and/or .certificate(s) to: address other than that shown below the undersigned's
signature(s). Mail .check and/or .certificate(s) to:
Name ___________________________________ Name ___________________________________
(PLEASE PRINT) (PLEASE PRINT)
Address _______________________________________ Address _______________________________________
______________________________________________ ______________________________________________
(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
______________________________________________ ______________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.) (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
IF SPECIAL PAYMENT INSTRUCTIONS ARE IF SPECIAL PAYMENT INSTRUCTIONS ARE BEING
BEING GIVEN, PLEASE REMEMBER TO HAVE GIVEN, PLEASE REMEMBER TO HAVE YOUR
YOUR SIGNATURE GUARANTEED. SIGNATURE GUARANTEED.
CONDITIONAL TENDER
You may condition the tender of your Shares upon the purchase by RSV
Bancorp, Inc. of a specified minimum number of the Shares you tendered. See
Section 6 in the Offer to Purchase. Unless at least the minimum number of Shares
tendered by you is purchased by RSV Bancorp, Inc., none of the Shares tendered
hereby will be purchased. It is your responsibility to calculate the minimum
number of Shares, and you are urged to consult your tax advisor. Unless this box
has been completed and a minimum specified, the tender will be deemed
unconditional.
Minimum number of Shares that must be purchased, if any are purchased:
__________ Shares
IMPORTANT SIGN HERE
(Please Complete Substitute Form W-9 Included in this Letter of Transmittal)
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(SIGNATURES OF OWNER(S)
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(PLEASE PRINT NAME(S))
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Dated _______________________, 2004
Capacity (full title)___________________________________________________________
Address_________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No._____________________________________________________
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
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.)
GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 6)
Authorized Signature(s) ____________________________ Address _________________
Name and Title ___________________________________ _________________________
(PLEASE PRINT)
Name of Firm ____________________________________ _________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number ___________________ Dated _____________, 2004
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all signatures
on this Letter of Transmittal must be guaranteed by a firm that is an Eligible
Institution because it is a member of a registered national securities exchange
or the National Association of Securities Dealers, Inc., or by a commercial
bank, a trust company, a savings bank, a savings and loan association or a
credit union which has membership in an approved Signature Guarantee Medallion
Program. SIGNATURES ON THIS LETTER OF TRANSMITTAL NEED NOT BE GUARANTEED (A) IF
THIS LETTER OF TRANSMITTAL IS SIGNED BY THE REGISTERED HOLDER(S) OF THE SHARES
(which term, for purposes of this document, shall include any participant in the
Book-Entry Transfer Facility whose name appears in a security position listing
as the owner of Shares) TENDERED HEREWITH AND SUCH HOLDER(S) HAVE NOT COMPLETED
THE BOX ENTITLED "SPECIAL PAYMENT INSTRUCTIONS" OR THE BOX ENTITLED "SPECIAL
DELIVERY INSTRUCTIONS" ON THIS LETTER OF TRANSMITTAL or (b) if the Shares are
tendered for the account of an Eligible Institution. See Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES; GUARANTEED DELIVERY PROCEDURES.
This Letter of Transmittal or, in the case of a book-entry transfer, an agent's
message, as defined below, is to be used either if certificates are to be
forwarded herewith or if delivery of Shares is to be made by book-entry transfer
pursuant to the procedures set forth in Section 3 of the Offer to Purchase. If
you want to tender your Shares into this Offer but (1) your certificates are not
immediately available, (2) you cannot deliver all documents required by this
Letter of Transmittal to the Depositary before this Offer expires, or (3) you
cannot comply with the procedure for book-entry transfer on a timely basis, you
can still tender your Shares if you comply with the guaranteed delivery
procedure set forth below. See Section 3 of the Offer to Purchase. CERTIFICATES
FOR ALL PHYSICALLY DELIVERED SHARES, OR A CONFIRMATION OF A BOOK-ENTRY TRANSFER
INTO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY OF ALL SHARES
DELIVERED ELECTRONICALLY, AS WELL AS A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF TRANSMITTAL, OR A MANUALLY SIGNED COPY THEREOF, AND ANY OTHER
DOCUMENTS REQUIRED BY THIS LETTER OF TRANSMITTAL, MUST BE RECEIVED BY THE
DEPOSITARY AT THE ADDRESS SET FORTH ON THE FRONT PAGE OF THIS LETTER OF
TRANSMITTAL ON OR PRIOR TO THE EXPIRATION DATE, as defined in the Offer to
Purchase. The term "Agent's Message" means a message transmitted by the
Book-Entry Transfer Facility to, and received by, the Depositary and forming a
part of the book-entry confirmation, which states that the book-entry transfer
facility has received an express acknowledgment from the participant in the
Book-Entry Transfer Facility tendering the Shares, that such participant has
received and agrees to be bound by the terms of the Offer to Purchase and Letter
of Transmittal and that RSV Bancorp, Inc. may enforce the agreement against the
participant.
GUARANTEED DELIVERY. If you wish to tender your Shares but your share
certificate(s) are not immediately available or cannot be delivered to the
Depositary before this Offer expires, the procedure for book-entry transfer
cannot be completed on a timely basis, or if time will not permit all required
documents to reach the Depositary before this Offer expires, your Shares may
still be tendered, if all of the following conditions are satisfied: (1) the
tender is made by or through an Eligible Institution; (2) 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 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 Institution in the form set forth in the Notice of
Guaranteed Delivery; and (3) 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: (i) one of (a) the certificates for the
Shares or (b) a confirmation of receipt of the Shares pursuant to the procedure
for book-entry transfer described in this Instruction 2; (ii) one of (a) a
properly completed and executed Letter of Transmittal or a manually executed
facsimile of it, including any required signature guarantees, or (b) an Agent's
Message of the type described in this Instruction 2 in the case of a book-entry
transfer; and (iii) any other documents required by this Letter of Transmittal.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER,
AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY.
IF CERTIFICATES FOR SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. DO NOT MAIL OR DELIVER TO RSV
BANCORP, INC.
Except as specifically permitted by Section 6 of the Offer to Purchase, no
alternative or contingent tenders will be accepted. See Section 1 of the Offer
to Purchase. By executing this Letter of Transmittal, or a facsimile thereof,
the tendering stockholder waives any right to receive any notice of the
acceptance for payment of the Shares.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the certificate
numbers and/or the number of Shares should be listed on a separate signed
schedule attached hereto.
4. PARTIAL TENDERS; NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER. If fewer than all the Shares represented by any certificate delivered
to the Depositary are to be tendered, fill in the number of Shares that are to
be tendered in the box entitled "Number of Shares Tendered." In this case, a new
certificate for the remainder of the Shares represented by the old certificate
will be sent to the person(s) signing this Letter of Transmittal, unless
otherwise provided in the "Special Payment Instructions" or "Special Delivery
Instructions" boxes on this Letter of Transmittal, as promptly as practicable
following the expiration or termination of the Offer. All Shares represented by
certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. FOR SHARES TO BE
VALIDLY TENDERED, THE STOCKHOLDER MUST CHECK THE BOX INDICATING (1) THE PRICE
PER SHARE AT WHICH HE OR SHE IS TENDERING SHARES UNDER "PRICE (IN DOLLARS) PER
SHARE AT WHICH SHARES ARE BEING TENDERED" IN THIS LETTER OF TRANSMITTAL, OR (2)
THAT THE PERSON IS TENDERING SHARES AT THE PURCHASE PRICE DETERMINED BY RSV
BANCORP, INC. PURSUANT TO THE TERMS OF THE OFFERING UNDER THIS HEADING. Only one
box may be checked. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED,
THERE IS NO VALID TENDER OF SHARES. A stockholder wishing to tender portions of
his or her Share holdings at different prices must complete a separate Letter of
Transmittal for each price at which he or she wishes to tender each portion of
his or her Shares. The same Shares cannot be tendered, unless previously validly
withdrawn as provided in Section 4 of the Offer to Purchase, at more than one
price.
6. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If this
Letter of Transmittal is signed by the registered holder(s) of the Shares
hereby, the signature(s) must correspond with the name(s) as written on the face
of the certificates without alteration, enlargement or any change whatsoever. If
any of the Shares hereby are held of record by two or more persons, all persons
must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
IF THIS LETTER OF TRANSMITTAL IS SIGNED BY THE REGISTERED HOLDER(S) OF THE
SHARES TENDERED HEREBY, NO ENDORSEMENTS OF CERTIFICATES OR SEPARATE STOCK POWERS
ARE REQUIRED UNLESS PAYMENT OF THE PURCHASE PRICE IS TO BE MADE TO, OR SHARES
NOT TENDERED OR NOT PURCHASED ARE TO BE REGISTERED IN THE NAME OF, ANY PERSON
OTHER THAN THE REGISTERED HOLDER(S). SIGNATURES ON ANY SUCH CERTIFICATES OR
STOCK POWERS MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. SEE INSTRUCTION 1.
If this Letter of Transmittal is signed by a person other than the registered
holder(s) of the Shares tendered hereby, certificates evidencing the Shares
tendered hereby must be endorsed or accompanied by appropriate stock powers, in
either case, signed exactly as the name(s) of the registered holder(s) appear(s)
on the certificates for the Shares. Signature(s) on any certificates or stock
powers must be guaranteed by an Eligible Institution. See Instruction 1. 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
other person acting in a fiduciary or representative capacity, the person should
so indicate when signing, and proper evidence satisfactory to RSV Bancorp, Inc.
of the authority of the person so to act must be submitted.
7. STOCK TRANSFER TAXES. RSV Bancorp, Inc. will pay or cause to be paid any
stock transfer taxes with respect to the sale and transfer of any Shares to it
or its order pursuant to the Offer. If, however, payment of the purchase price
is to be made to, or Shares not tendered or not purchased are to be registered
in the name of, any person other than the registered holder(s), or if tendered
Shares are registered in the name of any person other than the person(s) signing
this Letter of Transmittal, the amount of any stock transfer taxes, whether
imposed on the registered holder(s), the other person or otherwise, payable on
account of the transfer to the person will be deducted from the purchase price
unless satisfactory evidence of the payment of taxes, or exemption therefrom, is
submitted. See Section 5 of the Offer to Purchase. EXCEPT AS PROVIDED IN THIS
INSTRUCTION 7, IT WILL NOT BE NECESSARY TO AFFIX TRANSFER TAX STAMPS TO THE
CERTIFICATES REPRESENTING SHARES TENDERED HEREBY.
8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the purchase
price of any Shares purchased is to be issued in the name of, and/or any Shares
not tendered or not purchased are to be returned to, a person other than the
person(s) signing this Letter of Transmittal or if the check and/or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown above in the box captioned "Description of Shares
Tendered," then the boxes captioned "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of Transmittal should be
completed. Stockholders tendering Shares by book-entry transfer will have any
Shares not accepted for payment returned by crediting the account maintained by
the stockholder at the Book-Entry Transfer Facility from which the transfer was
made.
9. ODD LOTS. As described in the Offer to Purchase, if fewer than all Shares
validly tendered at or below the purchase price and not withdrawn on or prior to
the Expiration Date are to be purchased, the Shares purchased first will consist
of all Shares tendered by any stockholder who owned beneficially as of the close
of business on September 14, 2004, and continues to own beneficially as of the
Expiration Date, an aggregate of fewer than 100 Shares and who validly and
unconditionally tendered all the Shares at or below the purchase price,
including by not designating a purchase price as described above. Partial or
conditional tenders of Shares will not qualify for this preference. This
preference will not be available unless the box captioned "Odd Lots" in this
Letter of Transmittal is completed.
10. SUBSTITUTE FORM W-9 AND FORM W-8. THE TENDERING STOCKHOLDER IS REQUIRED TO
PROVIDE THE DEPOSITARY WITH EITHER A CORRECT TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9, WHICH IS PROVIDED UNDER "IMPORTANT TAX INFORMATION" BELOW,
OR A PROPERLY COMPLETED FORM W-8. FAILURE TO PROVIDE THE INFORMATION ON EITHER
SUBSTITUTE FORM W-9 OR FORM W-8 MAY SUBJECT THE TENDERING STOCKHOLDER TO 28%
FEDERAL INCOME TAX BACKUP WITHHOLDING ON THE PAYMENT OF THE PURCHASE PRICE. The
box in Part 2 of Substitute Form W-9 may be checked if the tendering stockholder
has not been issued a taxpayer
identification number and has applied for a number or intends to apply for a
number in the near future. If the box in Part 2 is checked and the Depositary is
not provided with a taxpayer identification number by the time of payment, the
Depositary will withhold 28% on all payments of the purchase price thereafter
until a taxpayer identification number is provided to the Depositary.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests for
assistance may be directed to the Information Agent/Dealer Manager at their
telephone number and address listed below. Requests for additional copies of the
Offer to Purchase, this Letter of Transmittal, Notice of Guaranteed Delivery or
other tender Offer materials may be directed to the Information Agent and copies
will be furnished promptly at RSV Bancorp, Inc.'s expense. Stockholders may also
contact their local broker, dealer, commercial bank or trust company for
assistance concerning the Offer.
12. IRREGULARITIES. All questions as to the purchase price, the form of
documents, and the validity, eligibility, including time of receipt, and
acceptance of any tender of Shares will be determined by RSV Bancorp, Inc., in
its sole discretion, and its determination shall be final and binding. RSV
Bancorp, Inc. reserves the absolute right to reject any or all tenders of Shares
that it determines are not in proper form or the acceptance for payment of or
payment for Shares that may, in the opinion of RSV Bancorp, Inc.'s counsel, be
unlawful. Except as otherwise provided in the Offer to Purchase, RSV Bancorp,
Inc. also reserves the absolute right to waive any of the conditions to the
Offer or any defect or irregularity in any tender of Shares and RSV Bancorp,
Inc.'s interpretation of the terms and conditions of the Offer, including these
Instructions, shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as RSV
Bancorp, Inc. shall determine. None of RSV Bancorp, Inc., the Information Agent,
the Depositary, or any other person shall be under any duty to give notice of
any defect or irregularity in tenders, nor shall any of them incur any liability
for failure to give any such notice. Tenders will not be deemed to have been
made until all defects and irregularities have been cured or waived.
13. LOST CERTIFICATE(S). If the certificate(s) that a registered holder (or
transferee) wants to surrender has been lost or destroyed, that fact should be
indicated on the face of this Letter of Transmittal, which should then be
delivered to the Depositary after being otherwise properly completed and duly
executed. In addition, the box below, "Affidavit For Lost Stock Certificate(s)"
must be completed. In such event, the Depositary will forward additional
documentation necessary to be completed in order to effectively replace such
lost or destroyed certificate(s).
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AFFIDAVIT FOR LOST STOCK CERTIFICATE(S)
The undersigned hereby attests and certifies the following: That I am the
lawful owner of the certificate(s) listed on this Letter of Transmittal as lost.
That a search for the certificate(s) has been conducted and that these
certificate(s) cannot be located. That these certificate(s) have not been
endorsed, hypothecated, sold or had their ownership pledged or encumbered in any
form, whatsoever.
In requesting the replacement of this certificate(s), I hereby agree that:
If these certificate(s) are subsequently located, they will be tendered for
cancellation. That I indemnify, protect and hold harmless RSV BANCORP, INC.
Seaboard Surety Company, and Registrar and Transfer Company, and any other party
from and against all losses, expenses, costs and damages including legal fees
that may be subjected to these parties at any time in the future as a result of
the cancellation and replacement of the certificate(s). All rights accruing to
these parties will not be limited by their negligence, breach of duty, accident,
or other obligation on the part of or by any officer or employee of the parties.
I acknowledge that the certificate(s) will be replaced under an insurance
bond underwritten by Seaboard Surety Company. My check, payable to the Seaboard
Surety Company, to cover the premium of 1.5% of the market value ($20.00 minimum
fee) of the stock is enclosed. I further acknowledge that any filing of an
insurance application with materially false or misleading information is a
fraudulent insurance act and may be considered a crime.
Sign Here:______________________________________________________________________
Co-Owner, if any:__________________________ Date:________________________ , 2004
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IMPORTANT: THIS LETTER OF TRANSMITTAL, OR A MANUALLY SIGNED COPY THEREOF,
TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER
REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE
EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary, as payer, with the
stockholder's correct taxpayer identification number on Substitute Form W-9
below. If the stockholder is an individual, the taxpayer identification number
is his or her social security number. For businesses and other entities, the
number is the employer identification number. If the Depositary is not provided
with the correct taxpayer identification number or properly completed Form W-8,
the stockholder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, payments that are made to such stockholder with respect to
Shares purchased pursuant to the Offer may be subject to backup withholding.
Certain stockholders, including, among others, all corporations and certain
foreign individuals and entities, are not subject to these backup withholding
and reporting requirements. In order for a noncorporate foreign stockholder to
qualify as an exempt recipient, that stockholder must complete and sign a Form
W-8, Certificate of Foreign Status, attesting to that stockholder's exempt
status. The Form W-8 can be obtained from the Depositary. Exempt stockholders,
other than noncorporate foreign stock-holders, should furnish their taxpayer
identification number, write "Exempt" on the face of the Substitute Form W-9
below and sign, date and return the Substitute Form W-9 to the Depositary. See
the enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional Instructions.
If federal income tax backup withholding applies, the Depositary is
required to withhold 28% of any payments made to the stockholder. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of the
tax withheld. If withholding results in an overpayment of taxes, a refund may be
obtained.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on payments that are made to a stockholder with
respect to Shares purchased pursuant to the Offer, the stockholder is required
to notify the Depositary of his or her correct taxpayer identification number by
completing the Substitute Form W-9 included in this Letter of Transmittal
certifying that the taxpayer identification number provided on Substitute Form
W-9 is correct and that (1) the stockholder has not been notified by the
Internal Revenue Service that he or she is subject to federal income tax backup
withholding as a result of failure to report all interest or dividends or (2)
the Internal Revenue Service has notified the stockholder that he or she is no
longer subject to federal income tax backup withholding. Foreign stockholders
must submit a properly completed Form W-8 in order to avoid the applicable
backup withholding; provided, however, that backup withholding will not apply to
foreign stockholders subject to 28%, or lower treaty rate, withholding on gross
payments received pursuant to the Offer.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the social security
number or employer identification number of the registered owner of the Shares.
If the Shares are in more than one name or are not in the name of the actual
owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report.
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PAYER'S NAME: RSV BANCORP, INC.
- --------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part 1 PLEASE PROVIDE YOUR _______________________________
Form W-9 TAXPAYER IDENTIFICATION Social Security Number
NUMBER IN THE BOX AT RIGHT AND OR
Department of the Treasury CERTIFY BY SIGNING AND DATING
Internal Revenue Service BELOW. _______________________________
Employer Identification Number:
Payer's Request for Taxpayer (See Instruction 10)
Identification Number and Please fill in your name and address below. PART 2:
Certification Awaiting Taxpayer Identification
_____________________________________ Number [ ]
Name
Taxpayer Identification Number For
_____________________________________ Payees exempt from backup
Address (number and street) withholding, see the Important Tax
Information above and Guidelines for
Certification of Taxpayer Identification
_____________________________________ Number of Substitute Form W-9
City, State and Zip Code enclosed herewith and complete as
instructed herein.
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Part 3 CERTIFICATION UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT (1) the
number shown on this form is my correct taxpayer identification number (or a
taxpayer identification number has not been issued to me but I have mailed or
delivered an application to receive a taxpayer identification number or intend
to do so in the near future), (2) I am not subject to backup withholding either
because 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 the IRS has notified me that I am no longer subject to
backup withholding, (3) all other information provided on this form is true,
correct and complete, and (4) I am a U.S. person (including a U.S. resident
alien).
The Internal Revenue Service does not require your consent to any provision of
this document other than the certifications required to avoid backup
withholding.
SIGNATURE ________________________________ DATE __________________________, 2004
Certificate Instructions You must cross out Item (2) in Part 3 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. However, if
after being notified by the IRS that you were subject to backup withholding, you
received another notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out Item (2).
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 28% 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 2 OF
THE 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 (1) 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 (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 28% of all
payments of the purchase price made to me thereafter will be withheld until I
provide a number.
SIGNATURE _____________________________________ DATE _____________________, 2004
The Information Agent:
D. F. KING & CO., INC.
48 Wall Street
New York, New York 10005
Banks and Brokers call collect: (212) 269-5550
All others call: (800) 207-3158