QUESTIONS AND ANSWERS ABOUT THE CONVERSION AND STOCK OFFERING
[American Bancorp of New Jersey, Inc.
Logo]
THESE SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
THE CONVERSION AND STOCK OFFERING
The Boards of Directors of American Bank of New Jersey, ASB Holding Company and
American Savings, MHC (the "MHC") unanimously adopted a Plan of Conversion and
Reorganization (the "Plan") to convert the MHC to stock form and reorganize
American Bank of New Jersey as a wholly-owned subsidiary of a newly-formed
corporation named American Bancorp of New Jersey, Inc. (the "Conversion").
This brochure answers some of the most frequently asked questions about the
Conversion and about your opportunity to invest in American Bancorp of New
Jersey, Inc., the newly formed company that will serve as the holding company
for American Bank of New Jersey following the Conversion.
Investment in shares of common stock of American Bancorp of New Jersey, Inc.
involves certain risks. For a discussion of these risks and a complete
description of the stock offering, investors are urged to read the accompanying
Prospectus, especially the discussion under the heading "Risk Factors."
WHY IS AMERICAN SAVINGS, MHC CONVERTING TO STOCK FORM?
- --------------------------------------------------------------------------------
The primary reasons for the Conversion are because we believe it will (i) better
position us to remain viable and thrive as a full service community bank, (ii)
assist us to continue building shareholder value by providing additional
liquidity for our common stock, (iii) reduce our interest rate risk due to
significant growth in our equity capital as a result of the Conversion, (iv)
help us support and rebuild our net interest margin which underwent significant
compression due to historical interest rate lows of recent years, (v) permit us
to pursue growth and diversification strategies while maintaining capital ratios
well above regulatory requirements and (vi) provide us easier access to the
capital markets as a full stock corporation through greater access to debt and
equity offerings.
WILL THE CONVERSION AFFECT ANY OF MY DEPOSIT ACCOUNTS OR LOANS?
- --------------------------------------------------------------------------------
No. The Conversion will not affect the balance or terms of any savings account
or loan, and your deposits will continue to be federally insured by the Federal
Deposit Insurance Corporation to the maximum legal limit. Your savings account
is not being converted to stock.
SHOULD I VOTE?
- --------------------------------------------------------------------------------
Yes. Your vote is very important! We urge you to vote in favor of the
Conversion.
PLEASE VOTE, SIGN AND RETURN ALL PROXY CARDS AT YOUR EARLIEST CONVENIENCE!
Should you choose to attend the Special Meeting of Members and/or the Special
Meeting of Stockholders and decide to change your vote, you may do so by
revoking your proxy.
WHY DID I GET SEVERAL PROXY CARDS?
- --------------------------------------------------------------------------------
If you have more than one account, you could receive more than one proxy card
for the MHC's Special Meeting of Members, depending on the ownership structure
of your accounts. If you own shares of common stock of ASB Holding Company in
more than one account, you could receive more than one proxy card for the
Special Meeting of Stockholders. Please vote, sign and return all cards you
receive.
WHO IS ELIGIBLE TO PURCHASE STOCK IN THE OFFERING?
- --------------------------------------------------------------------------------
Depositors and borrowers of American Bank of New Jersey as of certain dates and
the Bank's Employee Stock Ownership Plan are eligible to purchase stock in the
subscription offering, subject to the priorities described in the Prospectus.
Shares not sold in the subscription offering, if any, will be offered first to
certain members of the general public in a community offering, with preference
first given to existing stockholders of ASB Holding Company and then to persons
who reside in Essex County, New Jersey. Then, to the extent any shares remain,
shares will be offered to the general public in a syndicated community offering.
HOW MUCH STOCK IS BEING OFFERED AND AT WHAT PRICE?
- --------------------------------------------------------------------------------
American Bancorp of New Jersey, Inc. is offering up to 8,625,000 shares of
common stock, subject to adjustment up to 9,918,750 shares, at a price of $10.00
per share . In addition, American Bancorp of New Jersey, Inc. will issue up to
3,696,428 shares of common stock, subject to adjustment up to 4,250,892 shares,
in exchange for outstanding shares of ASB Holding Company.
I AM AN EXISTING STOCKHOLDER OF ASB HOLDING COMPANY. HOW WILL MY STOCK BE
TREATED?
- --------------------------------------------------------------------------------
The outstanding shares of ASB Holding Company common stock held by persons other
than American Savings, MHC will be exchanged for shares of common stock of
American Bancorp of New Jersey, Inc. Depending upon how many shares are sold,
each share will be converted in accordance with an exchange ratio into 1.6396 to
2.55102 shares of American Bancorp of New Jersey, Inc. common stock.
HOW MUCH STOCK MAY I BUY?
- --------------------------------------------------------------------------------
The minimum order is 25 shares. No person may purchase more than 150,000 shares
of common stock. No person with associates or persons acting in concert may
purchase more than 200,000 shares of common stock. If you are now an ASB Holding
Company stockholder, the shares of American Bancorp of New Jersey, Inc. common
stock that you receive in the exchange for your shares of ASB Holding Company
common stock, in accordance with the exchange ratio, will count against the
above maximum purchase limitations.
DO I HAVE TO BUY STOCK?
- --------------------------------------------------------------------------------
No one is required to buy shares in the offering. However, if you are now an ASB
Holding Company stockholder, your shares will automatically be exchanged for
shares of American Bancorp of New Jersey, Inc. in accordance with the exchange
ratio.
HOW DO I ORDER STOCK?
- --------------------------------------------------------------------------------
You must complete the enclosed Stock Order and Certification Form. Instructions
for completing your Stock Order and Certification Form are contained in this
packet. Your order must be received by 12:00 noon, eastern time, on September
__, 2005.
HOW DO I PAY FOR THE STOCK I ORDER?
- --------------------------------------------------------------------------------
You may pay by check, cash or money order. Interest will be paid by American
Bank of New Jersey on these funds at the current passbook savings rate from the
day the funds are received until the completion or termination of the
Conversion. You may also authorize us to withdraw funds from your American Bank
of New Jersey account or certificate of deposit in the amount you specify. You
will not have access to these funds from the day we receive your order until
completion or termination of the Conversion. American Bank of New Jersey will
waive any early withdrawal penalties on certificate accounts used to purchase
stock.
CAN I PURCHASE STOCK USING FUNDS IN MY AMERICAN BANK OF NEW JERSEY IRA ACCOUNT?
- --------------------------------------------------------------------------------
Federal regulations do not permit the purchase of common stock in connection
with the stock issuance from your existing American Bank of New Jersey IRA
account. To use the funds in your American Bank of New Jersey IRA account for
the purchase of American Bancorp of New Jersey, Inc. common stock, you must
execute a trustee-to-trustee transfer with a self-directed IRA provider. Please
contact your broker or self-directed IRA provider as soon as possible if you
want to explore this option.
WILL THE STOCK BE INSURED?
- --------------------------------------------------------------------------------
No. Like any other stock, American Bancorp of New Jersey, Inc.'s shares of
common stock will not be insured.
WILL DIVIDENDS BE PAID ON THE STOCK?
- --------------------------------------------------------------------------------
American Bancorp of New Jersey, Inc. intends to pay a regular quarterly
dividend, however, there can be no assurance as to the precise amount of the
dividend. The payment of a dividend will depend on a number of factors including
our capital requirements, our financial condition and results of operations, tax
considerations, statutory and regulatory limitations, and general economic
conditions. No assurance can be given that we will pay dividends in the future.
HOW WILL THE STOCK BE TRADED?
- --------------------------------------------------------------------------------
We have applied for approval from Nasdaq to have American Bancorp of New Jersey,
Inc.'s common stock quoted on the Nasdaq National Market under the symbol
"ABNJ."
DO I HAVE TO PAY A COMMISSION?
- --------------------------------------------------------------------------------
No. You will not be charged a commission or fee on the purchase of shares of
common stock in the Conversion.
FOR ADDITIONAL INFORMATION, YOU MAY CALL OUR STOCK INFORMATION CENTER.
- --------------------------------------------------------------------------------
American Bancorp of New Jersey, Inc.
STOCK INFORMATION
CENTER
365 Broad Street
Bloomfield, NJ 07003
(973) ____-_____
Monday - Friday - 9:00 a.m. - 5:00 p.m.
- --------------------------------------------------------------------------------
[American Bancorp of New Jersey logo]
Dear Friend of American Bank of New Jersey:
We are pleased to announce that American Savings, MHC is converting to stock
form and American Bank of New Jersey is reorganizing as a wholly-owned
subsidiary of American Bancorp of New Jersey, Inc., a newly-formed stock holding
company incorporated under New Jersey law. In conjunction with the conversion,
American Bancorp of New Jersey, Inc. is offering shares of its common stock in a
subscription offering to certain depositors and/or borrowers of American Bank of
New Jersey. The shares being offered represent the 70% ownership interest in ASB
Holding Company currently owned by American Savings, MHC, its mutual holding
company parent. The remaining 30% ownership interest in ASB Holding Company is
owned by the public and will be automatically exchanged for shares of American
Bancorp of New Jersey, Inc.'s common stock in accordance with an exchange ratio
which is dependent upon the number of shares American Bancorp of New Jersey,
Inc. sells in this offering.
As a former American Bank of New Jersey depositor, you have non-transferable
rights to subscribe for shares of American Bancorp of New Jersey, Inc. We are
sending you the following materials that describe the stock offering. Please
read these materials carefully before you submit a Stock Order and Certification
Form.
>> PROSPECTUS: This document provides information about our operations
and the conversion and stock offering.
>> STOCK ORDER AND CERTIFICATION FORM: This form is used to purchase
stock by returning it with your payment in the enclosed business reply
envelope. The deadline for ordering stock is 12:00 noon, eastern time,
on September __, 2005.
Should you have questions regarding the conversion and stock offering, please
call the Stock Information Center at (973) ___-____ or stop by the Stock
Information Center located at 365 Broad Street, Bloomfield, New Jersey, Monday
through Friday between 9:00 a.m. and 5:00 p.m.
Sincerely,
Joseph Kliminski Fred G. Kowal
Chief Executive Officer President and Chief Operating Officer
THESE SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. THIS IS
NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY COMMON STOCK. THE
OFFER IS MADE ONLY BY THE PROSPECTUS.
[American Bancorp of New Jersey logo]
Dear American Bank of New Jersey Depositor and/or Borrower:
We are pleased to announce that American Savings, MHC is converting to stock
form and American Bank of New Jersey is reorganizing as a wholly-owned
subsidiary of American Bancorp of New Jersey, Inc., a newly-formed stock holding
company incorporated under New Jersey law. In conjunction with the conversion,
American Bancorp of New Jersey, Inc. is offering shares of its common stock in a
subscription offering to certain depositors and/or borrowers of American Bank of
New Jersey. The shares being offered represent the 70% ownership interest in ASB
Holding Company currently owned by American Savings, MHC, its mutual holding
company parent. The remaining 30% ownership interest in ASB Holding Company is
owned by the public and will be automatically exchanged for shares of American
Bancorp of New Jersey, Inc.'s common stock in accordance with an exchange ratio
which is dependent upon the number of shares American Bancorp of New Jersey,
Inc. sells in this offering.
To accomplish the conversion, we need your participation in an important vote.
On behalf of the Board of Directors, we ask that you read the enclosed proxy
statement and vote in favor of the conversion. The Plan of Conversion and
reorganizationhas been approved by the Office of Thrift Supervision and now must
be approved by you. OTS approval does not constitute a recommendation or
endorsement. YOUR VOTE IS VERY IMPORTANT.
The enclosed proxy card should be signed, voted and returned to us prior to the
special meeting on September __, 2005. Please take a moment to sign and vote
your proxy card TODAY and return it to us in the postage-paid envelope provided.
FAILURE TO VOTE HAS THE SAME EFFECT AS VOTING AGAINST THE PLAN OF CONVERSION.
Our Board of Directors believes that the conversion is in the best interests of
American Bank of New Jersey. Please remember:
>> Your deposit accounts at American Bank of New Jersey will continue to be
insured up to the maximum legal limit by the Federal Deposit Insurance
Corporation.
>> There will be no change in the balance, interest rate, or maturity of any
deposit accounts or loansbecause of the conversion.
As an American Bank of New Jersey depositor and/or borrower, you have
non-transferable rights to subscribe for shares of American Bancorp of New
Jersey, Inc. We are sending you the following materials that describe the stock
offering. Please read these materials carefully before you submit a Stock Order
and Certification Form.
>> PROSPECTUS: This document provides information about our operations
and the conversion and stock offering.
>> STOCK ORDER AND CERTIFICATION FORM: This form is used to purchase
stock by returning it with your payment in the enclosed business reply
envelope. The deadline for ordering stock is 12:00 noon, eastern time,
on September __, 2005.
Should you have questions regarding the conversion and stock offering, please
call the Stock Information Center at (973) ___-____ or stop by the Stock
Information Center located at 365 Broad Street, Bloomfield, New Jersey, Monday
through Friday between 9:00 a.m. and 5:00 p.m.
Sincerely,
Joseph Kliminski Fred G. Kowal
Chief Executive Officer President and Chief Operating Officer
THESE SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. THIS IS
NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY COMMON STOCK. THE
OFFER IS MADE ONLY BY THE PROSPECTUS.
[American Bancorp of New Jersey logo]
Dear Prospective Investor:
We are pleased to announce that American Savings, MHC is converting to stock
form and American Bank of New Jersey is reorganizing as a wholly-owned
subsidiary of American Bancorp of New Jersey, Inc., a newly-formed stock holding
company incorporated under New Jersey law. In conjunction with the conversion,
American Bancorp of New Jersey, Inc. is offering shares of its common stock in a
subscription offering to certain depositors and/or borrowers of American Bank of
New Jersey. The shares being offered represent the 70% ownership interest in ASB
Holding Company currently owned by American Savings, MHC, its mutual holding
company parent. The remaining 30% ownership interest in ASB Holding Company is
owned by the public and will be automatically exchanged for shares of American
Bancorp of New Jersey, Inc.'s common stock in accordance with an exchange ratio
which is dependent upon the number of shares American Bancorp of New Jersey,
Inc. sells in this offering.
We have enclosed the following materials. Please read and review these materials
carefully before submitting a Stock Order and Certification Form.
>> PROSPECTUS: This document provides information about our operations and the
proposed stock offering.
>> STOCK ORDER AND CERTIFICATION FORM: This form is used to purchase stock by
returning it with your payment in the enclosed business reply envelope. The
deadline for ordering stock is 12:00 noon, eastern time, on September __,
2005, unless extended.
Through this offering you have the opportunity to buy stock directly from
American Bancorp of New Jersey, Inc., without paying a commission or fee.
Should you have additional questions regarding the conversion and stock
offering, please call the Stock Information Center at (973) ___-____ or stop by
the Stock Information Center located at 365 Broad Street, Bloomfield, New
Jersey, Monday through Friday between 9:00 a.m. and 5:00 p.m.
Sincerely,
Joseph Kliminski Fred G. Kowal
Chief Executive Officer President and Chief Operating Officer
THESE SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. THIS IS
NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY COMMON STOCK. THE
OFFER IS MADE ONLY BY THE PROSPECTUS.
[ASB Holding Company logo]
Dear ASB Holding Company Stockholder:
We are pleased to announce that the Board of Directors has approved a Plan of
Conversion and Reorganization under which American Savings, MHC will convert to
stock form and the 30% ownership interest in ASB Holding Company that is owned
by the public will be automatically exchanged for shares of common stock of
American Bancorp of New Jersey, Inc., a newly formed stock holding company
incorporated under New Jersey law. The exchange will be done in accordance with
an exchange ratio which is dependent upon the number of shares American Bancorp
of New Jersey, Inc. sells in its stock offering. In conjunction with the
conversion, American Bancorp of New Jersey, Inc. is offering shares of its
common stock in a subscription offering to certain depositors and/or borrowers
of American Bank of New Jersey. The shares being offered represent the 70%
ownership interest in ASB Holding Company currently owned by American Savings,
MHC, its mutual holding company parent. Upon completion of the conversion and
stock offering, American Bancorp of New Jersey, Inc. will be 100% owned by the
public, and American Bank of New Jersey will be its wholly-owned subsidiary.
To accomplish the conversion, we need your participation in an important
stockholder vote. On behalf of the Board of Directors, we ask that you read the
enclosed proxy statement and vote in favor of the conversion. The Plan of
Conversion and Reorganization has been approved by the Office of Thrift
Supervision and now must be approved by you. OTS approval does not constitute a
recommendation or endorsement. YOUR VOTE IS VERY IMPORTANT.
The enclosed proxy card should be signed, voted and returned to us prior to the
special meeting on September __, 2005. Please take a moment to sign and vote
your proxy card TODAY and return it to us in the postage-paid envelope provided.
FAILURE TO VOTE HAS THE SAME EFFECT AS VOTING AGAINST THE PLAN OF CONVERSION AND
REORGANIZATION.
Our Board of Directors believes that the conversion is in the best interests of
the stockholders as well as American Bank of New Jersey. If you are a depositor
or borrower of American Bank of New Jersey, please be assured that your deposit
accounts at American Bank of New Jersey will continue to be insured up to the
maximum legal limit by the Federal Deposit Insurance Corporation and there will
be no change in the balance, interest rate, or maturity of any deposit or loan
accounts because of the conversion.
Should you have questions regarding the conversion and stock offering, please
call the Stock Information Center at (973) ___-____ or stop by the Stock
Information Center located at 365 Broad Street, Bloomfield, New Jersey, Monday
through Friday between 9:00 a.m. and 5:00 p.m.
Sincerely,
Joseph Kliminski Fred G. Kowal
Chief Executive Officer President and Chief Operating Officer
THESE SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. THIS IS
NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY COMMON STOCK. THE
OFFER IS MADE ONLY BY THE PROSPECTUS.
[LOGO] KEEFE, BRUYETTE & Woods
Specialists in Financial Services
To Depositors and Friends
Of American Bank of New Jersey
- --------------------------------------------------------------------------------
Keefe, Bruyette & Woods, Inc., a member of the National Association of
Securities Dealers, Inc., is assisting American Bancorp of New Jersey, Inc. in
offering shares of its common stock.
At the request of American Bancorp of New Jersey, Inc., we are enclosing
materials for this offering, including a prospectus and a stock order form. An
opportunity to order shares of American Bancorp of New Jersey, Inc. common stock
is being offered to customers of American Bank of New Jersey and various other
persons until 12:00 noon, eastern time, on September __, 2005. Please read the
enclosed offering materials carefully, including the prospectus, for a complete
description of the stock offering. American Bancorp of New Jersey, Inc. has
asked us to forward these documents to you in view of certain requirements of
the securities laws in your state.
If you have any questions, please call our Stock Information Center at (973)
___-____ or visit the Stock Information Center located at 365 Broad Street,
Bloomfield, New Jersey, Monday through Friday between 9:00 a.m. and 5:00 p.m.
Very truly yours,
Keefe, Bruyette & Woods, Inc.
These securities are not deposits or savings accounts and are not insured or
guaranteed by the Federal Insurance Deposit Corporation or any other
governmental agency.
This is not an offer to sell or a solicitation of an offer to buy common stock.
The offer is made only by the prospectus.
===============================================================================================================
[Logo w/ American Bank of New Jersey]
PLEASE VOTE TODAY...
We recently sent you a proxy statement and related materials regarding a proposal to
convert American Savings, MHC to stock form and reorganize American Bank of New
Jersey as a subsidiary of a newly-formed holding company.
Your vote on the Plan of Conversion and Reorganization
has not yet been received.
Voting for the Conversion does not obligate you to purchase stock and will not
affect your accounts or loans at American Bank of New Jersey or your FDIC
insurance.
Not returning your proxy cards has the same effect as voting
"against" the conversion.
Your Board of Directors unanimously recommends a vote "FOR" the conversion.
Your Vote Is Important To Us!
-----------------------------
Please vote and sign the enclosed proxy card and return it in the postage-paid envelope
provided TODAY! If you received more than one proxy card, please be sure to vote,
sign and return all cards you received.
Thank you,
Joseph Kliminski Fred G. Kowal
Chief Executive Officer President and Chief Operating Officer
If you have already mailed your proxy card(s), please accept our thanks and disregard this notice.
For further information call (973) ___ - ____.
===============================================================================================================
THE SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
===============================================================================================================
[American Bank of New Jersey Bank Logo]
PLEASE VOTE TODAY...
We recently sent you a proxy statement and related materials regarding a proposal to convert
American Savings, MHC to stock form and reorganize American Bank of New Jersey as a
subsidiary of a newly-formed holding company.
Your vote on the Plan of Conversion and Reorganization has not yet been received.
Voting for the conversion does not obligate you to purchase stock and will not affect your
accounts or loans at American Bank of New Jersey or your FDIC
insurance.
Not returning your proxy cards has the same effect as voting "against" the
conversion.
Your Board of Directors unanimously recommends a vote "FOR" the conversion.
Our Reasons for the Corporate Change
------------------------------------
- - To better position us to remain viable and thrive as a full services
community bank
- - To continue to build shareholder value by providing additional liquidity
for our common stock
- - To reduce our interest rate risk due to significant growth in our equity
capital
- - To help us support and rebuild our net interest margin, which underwent
significant compression due to historical interest rate lows of recent
years
- - To permit us to pursue growth and diversification strategies while
maintaining capital ratios well above regulatory requirements
- - To provide us easier access to the capital markets as a full stock
corporation though greater access to debt and equity offerings
Your Vote Is Important To Us!
-----------------------------
Please vote and sign the enclosed proxy card and return it in the postage-paid envelope
provided TODAY! If you received more than one proxy card, please be sure to vote, sign and
return all cards you received.
Thank you,
Joseph Kliminski Fred G. Kowal
Chief Executive Officer President and Chief Operating Officer
If you have already mailed your proxy card(s), please accept our thanks and disregard this notice.
For further information call (973) ___-____.
===============================================================================================================
THE SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS.