Exhibit 99.3(a)(1)(iii)
RSV BANCORP, INC.
Offer to Purchase for Cash up to
202,000 Shares of Its Common Stock
at a Purchase Price Not in Excess of $19.00
Nor Less Than $17.00 Per Share
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 15, 2004,
UNLESS THE OFFER IS EXTENDED
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To the Participants in the Mt. Troy Bank Employee's Savings & Profit
Sharing Plan and Trust (the "Plan") with respect to whom all or a portion of
their Plan accounts are invested in common stock of RSV Bancorp, Inc., a
Pennsylvania corporation:
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, RSV
is offering to purchase up to 202,000 shares of its common stock, $.10 par value
per share, at a price not greater than $19.00 nor less than $17.00 per share,
net to the seller in cash, without interest. This offer is being extended to all
of RSV's stockholders, not just stockholders who are also participants in the
Plan.
Your account in the Plan includes an investment in shares of RSV. As a
participant in the Plan, you may tender in the offer shares held on your behalf
in your Plan account. The maximum number of shares that you can tender in the
offer (unless you own shares outside of the Plan) is to the number of shares
that are held in your Plan account as of 5:00 P.M., New York City time, on
September 14, 2004 (the "Determination Date"). You will not be able to tender
Shares in excess of the number of Shares that are held in your Plan account on
the Determination Date, even if additional shares are credited to your Plan
account after the Determination Date. For your information only, the number of
shares held in your Plan account on the Determination Date is set forth on the
first page of the Directions Form attached hereto.
If you wish to tender shares held in your Plan account, you must follow the
instructions in this letter to authorize and direct Bank of New York, as the
directed trustee of the Plan's assets, to tender on your behalf some or all of
the shares held in your Plan account on the Determination Date. Failure to
follow these instructions properly may make you ineligible to tender any of the
shares held in your Plan account in the offer. In accordance with your
instructions, RSV will direct the trustee to tender shares in your Plan account
on your behalf. A tender of the shares held on your behalf in your Plan account
can be made only through RSV.
If you do not wish to direct the tender of any portion of the shares in
your Plan account, you do not need to take any action.
RSV will determine the single per share price, not in excess of $19.00 nor
less than $17.00 per share, net to the seller in cash, that it will pay for
shares validly tendered pursuant to the offer, taking into account the number of
shares so tendered and the prices specified by tendering stockholders. RSV will
select the lowest purchase price that will allow it to buy 202,000 shares, or
the lesser number of shares that are properly tendered at prices not in excess
of $19.00 nor less than $17.00 per share. All shares validly tendered at prices
at or below the purchase price and not withdrawn on or prior to the expiration
date, as defined in section 1 of the Offer to Purchase, will be purchased at the
purchase price, subject to the terms and conditions of the offer, including the
proration, conditional tender and odd lot provisions. See sections 1 and 3 of
the Offer to Purchase.
Upon the terms and subject to the conditions of the offer, if, at the
expiration of the offer, more than 202,000 shares are validly tendered at or
below the purchase price and not withdrawn, RSV will buy shares (i) first from
stockholders who owned beneficially as of the close of business on September 14,
2004 and continue to own beneficially as of the expiration date, an aggregate of
fewer than 100 shares who properly tender all their shares at or below the
purchase price, (ii) second, on a pro rata basis, from all other stockholders
who properly tender their shares at prices at or below the purchase price, and
do not withdraw them prior to the expiration of the offer, other than
stockholders who tender conditionally, and for whom the condition is not
satisfied, and (iii) if necessary, shares conditionally tendered, for which the
condition was not satisfied, at prices at or below the purchase price selected
by random lot. If any stockholder tenders all of his or her shares and wishes to
avoid proration or to limit the extent to which only a portion of such shares
may be purchased because of the proration provisions, the stockholder may tender
shares subject to the condition that a specified minimum number of shares or
none of such shares be purchased. See sections 1, 2 and 6 of the Offer to
Purchase. All shares not purchased pursuant to the offer, including shares
tendered at prices greater than the purchase price and shares not purchased
because of proration or because they were conditionally tendered and not
accepted for purchases will be returned to the tendering stockholders at RSV's
expense promptly following the expiration date.
If you tender shares, and your shares are purchased, the tender proceeds
will be reinvested in the money market fund. Once the tender proceeds have been
credited to such fund, you may reallocate your investments among the various
investment funds under the Plan in the usual manner.
RSV's offer is being made solely upon the terms and subject to the
conditions set forth in the enclosed Offer to Purchase and Letter of
Transmittal, which, as amended or supplemented from time to time, together
constitute the offer. The offer is being made to all holders of shares of common
stock of RSV. The 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 offer or acceptance of the offer would not be in compliance with
the securities laws of that jurisdiction.
Because the terms and conditions of the Offer to Purchase and Letter of
Transmittal will govern the tender of shares held in the Plan, you should read
these documents carefully before making any decision regarding the offer. THE
LETTER OF TRANSMITTAL, HOWEVER, IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY
AND CANNOT BE USED BY YOU TO TENDER SHARES THAT ARE HELD ON YOUR BEHALF IN YOUR
PLAN ACCOUNT.
To direct the Plan trustee to authorize the tender of any or all of the
Shares held on your behalf in your Plan account, you must complete the enclosed
Directions Form and return it to Robert Kastan in the enclosed self-addressed
envelope.
If you have any questions concerning the offer or the tender of shares held
in your Plan account, please contact D. F. King & Co., Inc., the information
agent for the offer, toll-free at (800) 207-3158.
When considering whether or not to participate in the offer, it is
important that you note the following:
1. We must have received your Directions Form at least five (5) business
days before the expiration of the offer or the trustee will not tender any
Shares held on your behalf in the Plan. 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. Consequently, your Directions Form must be
received by us no later than 5:00 P.M., New York City Time, on October 7, 2004
to allow sufficient time to process the instructions of Participants.
2. Shares held in your Plan account may be tendered at prices not greater
than $19.00 nor less than $17.00 per share, subject to the price-based
repurchase limitations of the Plan discussed below.
3. The Plan is prohibited from selling shares to RSV for a price that is
less than the prevailing market price. Accordingly, if you elect to tender
shares at a price that is lower than the closing sale price of Shares on the OTC
Bulletin Board on the expiration date of the offer, the tender price you elect
will be deemed to have been increased to the closest tender price that is not
less than that closing price. This may result in such Shares not being eligible
for purchase.
4. RSV's Board of Directors has approved the making of the offer. However,
neither RSV nor its Board of Directors nor the Bank of New York or the
Information Agent is making any recommendation as to whether you should tender
or refrain from tendering your Shares or at what purchase price you should
choose to tender your Shares. You must make your own decision as to whether to
tender your Shares and, if so, how many Shares to tender and the price or prices
at which you will tender them.
5. Tendering stockholders will not be obligated to pay any brokerage fees
or commissions or solicitation fees to the depositary, information agent or RSV
or, except as described in the Letter of Transmittal, stock transfer taxes on
the transfer of shares pursuant to the offer.
6. As more fully described in the Offer to Purchase, tenders will be deemed
irrevocable unless timely withdrawn. If you instruct RSV to authorize and direct
Bank of New York, as the directed trustee of the Plan's assets, to the tender
some or all of the shares held in your Plan account, and you subsequently decide
to change your instructions or withdraw your tender of shares, you may do so by
submitting a new Directions Form. However, the new Directions Form will be
effective only if it is received by RSV on or before 5:00 P.M., New York City
Time, on October 7, 2004, five (5) business days before the expiration of the
offer. The offer is scheduled to expire at 5:00 P.M., New York City Time, on
October 15, 2004, subject to extension. Upon receipt of a timely submitted new
Directions Form, your previous instructions to tender the shares will be deemed
canceled. If your new Directions Form directed the Pentegra Group at the address
noted above to withdraw from tender the shares held on your behalf in your Plan
account, you may later re-tender those shares by submitting another Directions
Form at the above address so long as it is received by the Pentegra Group at
least five (5) business days before the expiration of the offer. Additional
Directions Forms may be obtained by calling D. F. King & Co., Inc., the
information agent for the offer, toll-free at (800) 207-3158.
7. If the number of shares held in your Plan account at the close of the
third business day before the expiration of the offer is less than the number of
shares you have instructed the Pentegra Group to tender (and you have not
otherwise withdrawn), then you will be deemed to have withdrawn the tender of
that number of Shares by which the number Shares held in your Plan account on
that day is less than the number of Shares you have instructed the Bank of New
York to tender.
8. If you want to participate in the offer and wish to maximize the chance
of having RSV accept for exchange all the Shares you are tendering hereby, you
should check the box marked "Shares Tendered at Price Determined by Dutch
Auction" in the attached Directions Form and complete the other portions as
appropriate. Doing so will result in you receiving a price per share that could
be as low as $17.00 or as high as $19.00, subject to the price-based repurchase
limitations of the Plan discussed above.
9. If you wish to select a specific price at which you will be tendering
your shares, you should select one of the boxes in the section captioned "Price
(In Dollars) Per Share At Which Shares Are Being Tendered" in the attached
Directions Form and complete the other portions as appropriate.
Participants in the Plan may not take advantage of the "odd lot" priority
described in Section 1 of the Offer to Purchase. While fewer than 100 Shares may
be allocated to a participant's Plan account, the record holder of shares held
in participants' accounts in the Plan has significantly more than 100 shares
and, therefore, shares held in the Plan are not eligible to avoid proration by
virtue of the "odd lot" priority.
Under certain circumstances, RSV may prorate the number of shares purchased
in the offer. A participant in the Plan may tender shares subject to the
condition that a specified minimum number of his or her shares tendered must be
purchased if any shares tendered are purchased from the participant. If you wish
to make a conditional tender, you must indicate this in the box captioned
"Conditional Tender" in Directions Form In that box, you must calculate and
appropriately indicate the minimum number of shares that must be purchased if
any are to be purchased. After the offer expires, if more than 202,000 shares
are properly tendered and not withdrawn and RSV must prorate acceptance of and
payment for tendered shares, RSV will calculate a preliminary proration
percentage based upon all shares properly tendered, conditionally or
unconditionally, and not withdrawn. If the effect of this preliminary proration
would be to reduce the number of shares to be purchased from any participant
below the minimum number specified by that participant, the conditional tender
will automatically be regarded as withdrawn, unless chosen by lot for
reinstatement as discussed in section 6 of the Offer to Purchase.
Unless you direct Bank of New York on the enclosed Directions Form to
tender shares held on your behalf in your Plan account, no shares will be
tendered. IF YOU SUBMIT A COMPLETED AND EXECUTED DIRECTION FORM TO US, BUT DO
NOT INDICATE THE NUMBER OF SHARES HELD IN YOUR PLAN ACCOUNT YOU WISH TO TENDER,
YOU WILL BE DEEMED TO HAVE TENDERED, AND WE WILL AUTHORIZE AND DIRECT BANK OF
NEW YORK TO TENDER, THE THAT NUMBER OF THE SHARES HELD IN YOUR PLAN ACCOUNT ON
THE DETERMINATION DATE.
[Name of Participant:___________]
[Shares in Plan Account on September 14, 2004:_______]
DIRECTIONS FORM
WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
BY
RSV BANCORP, INC.
FOR
UP TO 202,000 SHARES OF ITS COMMON STOCK
DATED SEPTEMBER 14, 2004
The undersigned acknowledges receipt of the Letter to the Participants in
the Mt. Troy Bank Employee's Savings & Profit Sharing Plan and Trust (the
"Plan"), the Offer to Purchase, dated September 14, 2004, and the related Letter
of Transmittal in connection with the offer by RSV Bancorp, Inc., a Pennsylvania
corporation, to purchase up to 202,000 shares of its common stock, $.10 par
value per share.
These instructions will authorize and direct Bank of New York, as the
directed trustee of the Plan's assets, to tender a number of shares allocated to
your Plan account as indicated below upon the terms and subject to the
conditions set forth in the Offer to Purchase.
The maximum number of shares that you can tender in the offer (unless you
own shares outside of the Plan) is the number of shares that are held in your
Plan account as of 5:00 P.M., New York City Time, on September 14, 2004 (the
"Determination Date"). You will not be able to tender shares in excess of the
number of shares that are held in your Plan account on the Determination Date,
even if additional shares are credited to your Plan account after the
Determination Date.
Shares held in your Plan account for which no directions are received will
not be tendered.
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(1) Number of shares tendered
The undersigned hereby instructs you to tender to RSV the number of shares
indicated below, at the price per share indicated below, pursuant to the terms
and subject to the conditions of the Offer.
Aggregate number of shares to be tendered for me:_________________________
shares
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Dated ________________________, 2004
___________________________________
(SIGNATURE)
Print Name:_____________________________
Social Security Number:_________________________
Address:_________________________________
_________________________________
(Continued on Reverse)
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(2) Price (in dollars) per share at which shares are being tendered
(see instruction 5 on the Letter of Transmittal)
CHECK ONLY ONE BOX
If more than one box is checked, or if no box is checked,
there is no valid tender of shares.
Option 1: Shares Tendered At Price Determined By Dutch Auction
[ ] I want to maximize the chance of having RSV purchase all of the shares I am
tendering (subject to the possibility of proration). Accordingly, by checking
this box instead of one of the price selection boxes below, I hereby tender my
shares at the purchase price resulting from the Dutch auction tender process. I
acknowledge that this action will result in me receiving a price per share that
could be as low as $17.00 or as high as $19.00 and could contribute to lowering
the purchase price ultimately selected by RSV.
OR
Option 2: Shares Tendered At Price Selected By Stockholder*
By checking one of the boxes below instead of the box above, I hereby tender
shares at the price checked. I acknowledge that this action could result in none
of the shares being purchased if the purchase price for shares is less than the
price checked. (Stockholders who wish to tender shares at more than one price
must complete a separate letter for each price at which shares are tendered.)
[ ] $17.00 [ ] $17.25 [ ] $17.50 [ ] $17.75 [ ] $18.00 [ ] $18.25
[ ] $18.50 [ ] $18.75 [ ] $19.00
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* As described in the letter delivered to you with this Directions Form, the
price you elect will be adjusted to equal the closing price of Shares on the
expiration date for the offer, as reported on the OTC Bulletin Board, if such
closing price is greater than the price you designated above, or, if the closing
price is not an available option under this offer, the price you elect will be
adjusted to the next highest available price that is not less than the closing
price on the expiration date If the closing price for shares of RSV on the
expiration date is higher than $19.00 per share, or, if less, the purchase price
for shares in this tender offer, none of the shares allocated to your account
will be sold.
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(3) Conditional tender
(See Section 6 in the Offer to Purchase)
You may condition the tender of your shares upon the purchase by RSV of a
specified minimum number of the shares you tendered. Unless at least the minimum
number of shares tendered by you is purchased by RSV, none of the shares
tendered hereby will be purchased. You are urged to consult your tax advisor.
Unless this box has been completed by specifying a minimum number of shares, the
tender will be deemed unconditional.
[ ] Check here and complete the following if your tender is conditional on RSV
purchasing all or a minimum number of your tendered shares.
Minimum number of shares that must be purchased, if any are
purchased:__________________shares
If, because of proration, the minimum number of shares designated will not be
purchased, RSV may accept conditional tenders by random lot, if necessary.
However, to be eligible for purchase by random lot, you must have tendered all
of your shares.
[ ] Check here if you are tendering all of the shares you own.
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