Exhibit 99.5(a)(1)(i)
OFFER TO PURCHASE FOR CASH
BY
RSV BANCORP, INC.
UP TO 202,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN
$19.00 NOR LESS THAN $17.00 PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
OCTOBER 15, 2004, UNLESS THE OFFER IS EXTENDED. RSV BANCORP, INC. MAY, IN ITS
SOLE AND ABSOLUTE DISCRETION, EXTEND THE OFFER PERIOD AT ANY TIME.
September 14, 2004
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
RSV 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
202,000 shares of its common stock, par value $.10 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, as specified by shareholders tendering their shares.
Given the prices specified by tendering shareholders and the number of
shares tendered and not properly withdrawn, RSV Bancorp, Inc. will select the
lowest purchase price between $17.00 and $19.00 net per share in cash, without
interest, that will allow it to purchase 202,000 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.
RSV Bancorp, Inc.'s offer is being made upon the terms and subject to
the conditions set forth in its offer to purchase, dated September 14, 2004, 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price and not properly withdrawn will be purchased.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
202,000 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 RSV Bancorp, Inc.'s expense, as soon as practicable following the
expiration date.
RSV Bancorp, Inc. reserves the right, in its sole and absolute
discretion, to purchase more than 202,000 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 RSV Bancorp's. offer, if more than
202,000 shares are properly tendered at prices equal to or below the purchase
price and not properly withdrawn, RSV Bancorp, Inc. will purchase properly
tendered shares in the following order:
o First, all shares properly tendered and not properly withdrawn by any
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"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
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lot holders and subject to the conditional tender procedures described
in Section 6 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 September 14, 2004;
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 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., New York City Time, on October 15,
2004, 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. RSV 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 capacity. RSV 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.
Neither RSV Bancorp, Inc., 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.
Page 2
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 3
of the offer to purchase.
Any inquiries you may have with respect to the tender offer should be
addressed to us the 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 us by
calling (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 RSV 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 OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.