Exhibit 99.3
MARKETING MATERIALS
FOR
AMSTERDAM FEDERAL SAVINGS AND LOAN ASSOCIATION
STOCK CONVERSION CAMPAIGN
QUESTIONS AND ANSWERS BROCHURE
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Cover Page
[Bank's Logo]
Answers to Frequently Asked Questions
About Our Stock Conversion and
Your Opportunity to Invest in
AFSALA BANCORP, INC.
the Proposed Holding Company of
Amsterdam Federal Savings and Loan Association
Questions and Answers Brochure
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Page 2
Inside Cover
You can be one of the initial stockholders of AFSALA Bancorp, Inc., the
proposed holding company of Amsterdam Federal Savings and Loan Association.
AFSALA Bancorp, Inc. is "going public" as part of Amsterdam Federal's conversion
from a federally chartered mutual savings and loan association to a federally
chartered stock savings bank to be known as Amsterdam Federal Bank. Now you have
the opportunity to invest in the Bank by purchasing stock in the initial
offering of the holding company. This brochure answers some of the most
frequently asked questions about the conversion to stock ownership and about
your opportunity to invest in AFSALA Bancorp, Inc.
Questions and Answers Brochure
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Page 3
ABOUT THE TRANSACTION
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1. WHAT IS A CONVERSION?
Amsterdam Federal Savings and Loan Association is now a federally
chartered mutual savings and loan association with directors being elected
by our members. After the Conversion, we will be a stock savings bank
owned by a holding company. The holding company, AFSALA Bancorp, Inc.,
will be owned by stockholders who will have voting rights with respect to
certain key business matters. The holding company is offering shares of
common stock to certain depositors, borrowers , tax-qualified employee
plans, directors, officers and employees of Amsterdam Federal and
depending upon market conditions and the availability of shares, may offer
shares to selected persons in a public offering.
2. WHAT IS AFSALA BANCORP, INC. AND WHY WAS IT FORMED?
AFSALA Bancorp, Inc. is a newly organized holding company created by
Amsterdam Federal specifically to purchase 100% ownership in Amsterdam
Federal. The holding company currently has no stockholders, but is
offering shares of its common stock to certain depositors, borrowers,
tax-qualified employee plans, directors, officers and employees of
Amsterdam Federal and depending upon market conditions and the
availability of shares, may offer shares to selected persons in a public
offering. The additional capital provided through the offering of AFSALA
Bancorp, Inc. stock will support future banking activities and local
expansion of the financial services currently offered through Amsterdam
Federal.
3. WHAT ARE THE BENEFITS AND RISKS OF CONVERSION?
The Conversion and sale of stock will increase Amsterdam Federal's
capital, enabling it to do many things, including possibly the following:
- support expansion of financial services
- enhance ability to expand through acquisitions
- better compete with other financial institutions
- facilitate future access to the capital markets
Please review "Use of Proceeds" in the Prospectus for Amsterdam Federal
and the holding company's initial plans with respect to the capital to be
raised in the Conversion.
There are certain risks in investing in AFSALA Bancorp, Inc. common stock.
An offer is made only by a prospectus accompanied by a stock order form
and certification. Please review the prospectus prior to making an
investment decision, particularly the section entitled "Risk Factors".
Questions and Answers Brochure
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Page 4
4. WILL THE CONVERSION HAVE ANY EFFECT ON MY SAVINGS OR LOAN
ACCOUNT?
No. The Conversion will not affect the general terms of your savings
account which will continue to be insured by the Federal Deposit Insurance
Corporation (FDIC) to the maximum legal limit. Your savings account is not
being converted to stock. The obligations of borrowers under their loan
agreements will not be affected.
5. HOW DO I BENEFIT FROM THE CONVERSION?
Eligible depositors and certain borrowers will be given the opportunity to
subscribe or place an order to purchase stock in AFSALA Bancorp, Inc. and
thereby participate in any gain in the value of the shares and future
dividend payments, if any. Furthermore, the additional capital will enable
Amsterdam Federal to provide expanded services to its customers and the
community.
ABOUT PURCHASING STOCK
- ----------------------
6. WHO MAY PURCHASE STOCK?
AFSALA Bancorp, Inc. is currently conducting a Subscription Offering.
Persons listed below may have the opportunity to subscribe to purchase
AFSALA Bancorp Inc.'s common stock during the Subscription Offering.
- Eligible Account Holders. Persons who had a savings deposit of at least
$50 at Amsterdam Federal on the Eligibility Record Date, March 31,
1995.
- Tax Qualified Employee Plans of Amsterdam Federal.
- Supplemental Eligible Account Holders. Persons who had a savings
deposit of at least $50 on the Supplemental Eligibility Record Date,
June 30, 1996.
- Other Members. Depositors and certain borrowers as of the Voting
Record Date, _____________, 1996.
- Officers, Directors and Employees of Amsterdam Federal.
AFSALA Bancorp, Inc. may, depending upon market conditions and the
availability of shares, offer stock to certain persons in a public
offering.
Questions and Answers Brochure
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Page 5
7. WHAT IS THE PRICE PER SHARE AND HOW MANY SHARES ARE BEING
OFFERED?
The aggregate value of AFSALA Bancorp, Inc. stock has been determined by
an independent, nationally recognized appraisal firm. The purchase price
per share is $10.00. Up to 1,265,000 shares are being offered for sale (or
up to 1,454,750 shares under certain conditions such as a change in market
and financial conditions following commencement of the Offering).
8. WILL EVERYONE PAY THE SAME PRICE FOR THE STOCK?
Yes. All subscribers, including Amsterdam Federal's Board of Directors
and management, will pay the same price during the Offering.
9. ARE DEPOSITORS OBLIGATED TO BUY STOCK?
No. But our depositors have a priority subscription right.
10. HOW MUCH STOCK MAY I BUY IN THE SUBSCRIPTION OFFERING?
The individual purchase limit is 15,000 shares. Individuals acting in
concert or groups of persons may purchase up to 15,000 shares. The actual
number of shares to be issued is expected to be between 935,000 and
1,265,000 (or up to 1,454,750 shares under certain conditions such as a
change in market and financial conditions following commencement of the
Offering).
11. WHAT IS THE MINIMUM AMOUNT OF STOCK I MAY BUY?
The minimum purchase limit is 25 shares.
12. IS THE STOCK INSURED BY THE FDIC?
No. Like any other common stock, AFSALA Bancorp, Inc. stock will not be
insured by the FDIC or any governmental agency.
13. IN THE FUTURE, HOW MAY I PURCHASE MORE SHARES OR SELL MY
SHARES?
AFSALA Bancorp, Inc. has applied to have the common stock quoted on the
Nasdaq stock market under the symbol "AFED". No assurance can be given,
however, that the AFSALA Bancorp, Inc.'s stock will be quoted on the
Nasdaq stock market or that an active and liquid market for the common
stock will develop or that an investor will be able to resell the common
stock at or above the purchase price after Conversion.
Questions and Answers Brochure
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Page 6
14. WILL THERE BE ANY DIVIDENDS?
AFSALA Bancorp, Inc. does not currently intend to pay dividends on its
common stock. The declaration and payment of dividends are subject to,
among other things, the financial conditions and results of operations of
AFSALA Bancorp, Inc., Amsterdam Federal's compliance with its capital
requirements, tax considerations, industry standards and other factors.
15. HOW DO I ORDER STOCK AND WHAT METHODS CAN BE USED FOR
PAYMENT OF MY STOCK PURCHASES?
Complete the stock order form and certification as instructed. Be sure to
indicate the number of shares you wish to purchase and the total amount
remitted (multiply the number of shares subscribed for by $10.00 per
share.) Total payment for purchases in the Subscription Offering must
accompany the order form and be received by AFSALA Bancorp, Inc. prior to
12:00 noon, Eastern time, on ________,1996. The payment options for stock
purchases are as follows:
- Check or money order sent or delivered to any Amsterdam Federal branch
or the Stock Center. If payment is made by check or money order,
interest will be earned at the passbook rate per annum until the
Conversion is completed.
- Withdrawal of funds from any existing account of Amsterdam Federal in
an amount equal to the Purchase Price (which is $10.00 per share) times
the number of shares ordered. Penalties for early withdrawal from an
Amsterdam Federal account will be waived when purchasing stock in the
Subscription Offering. Once authorization for withdrawal of funds has
been made, the subscriber may not withdraw the designated amount unless
the Plan of Conversion is terminated or as otherwise required by
regulatory authorities. All funds maintained in savings accounts are
insured by the FDIC up to legally applicable limits and will earn
interest until completion of the Conversion.
- Orders of $25,000 or more must be paid by Amsterdam Federal account
withdrawals, certified funds, cashier's check, or money orders.
- IRA purchases. If you wish to purchase shares of AFSALA Bancorp, Inc.
stock for an IRA account, either at Amsterdam Federal or elsewhere, we
may be able to accommodate you. Please contact the Stock Center as soon
as possible at (518) ___-____ so that we may assist you with the
appropriate procedures for such a purchase. It is important that you
contact us soon because making the IRA arrangements takes time.
Questions and Answers Brochure
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Page 7
16. MAY I CHANGE MY MIND?
The stock order form you executed cannot be canceled or withdrawn.
However, you may order additional shares by completing another stock order
form, subject to the maximum purchase limitations.
17. ARE MY SUBSCRIPTION RIGHTS TRANSFERABLE?
No. No person may transfer or enter into any agreement to transfer his or
her subscription rights issued under the Plan of Conversion, or the shares
to be issued upon the exercise of such rights. Persons violating such
prohibition will lose their right to purchase stock in the Conversion and
may be subject to further government sanctions.
ABOUT MEMBERS' VOTING RIGHTS
- ----------------------------
18. WHO IS ELIGIBLE TO VOTE ON THE PLAN OF CONVERSION?
Depositors at the Voting Record Date of ____________, 1996 who continue to
be depositors at the date of the Special Meeting are eligible to vote.
Borrowers with loans outstanding on January 18, 1995 and through the
Voting Record Date are also eligible to vote.
19. HOW IS THE NUMBER OF VOTES DETERMINED?
Each deposit account holder is entitled to cast one vote for each $100, or
fraction thereof, of the aggregate withdrawal value of all such account
holder's deposit accounts on the Voting Record Date. The maximum number of
votes per person is 1,000. Each borrower who has voting rights is entitled
to cast one vote, in addition to any votes a borrower has as a depositor.
20. IF I VOTE FOR THE PLAN OF CONVERSION ON THE PROXY CARD, WILL I
BE OBLIGATED TO PURCHASE AFSALA BANCORP, INC. STOCK?
No. Signing the proxy card and voting for the Conversion in no way
obligates you to purchase AFSALA Bancorp, Inc. stock. All members are
urged to vote for the Conversion.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE PLAN OF
CONVERSION AND RECOMMENDS MEMBERS VOTE "FOR" APPROVAL OF THE
PLAN OF CONVERSION.
21. WHAT HAPPENS IF I DON'T VOTE?
Failing to vote could be equivalent to voting against the Plan of
Conversion. YOUR VOTE IS EXTREMELY IMPORTANT! Please sign and mail your
proxy card(s) now.
Questions and Answers Brochure
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Page 8
22. MAY I COME TO THE SPECIAL MEETING AND VOTE?
Yes. However, every member is encouraged to send a proxy card(s) to
Amsterdam Federal prior to the meeting even if the member plans to attend
the special meeting. The proxy is revocable and can be changed by
submitting a later dated proxy or by casting a ballot at the meeting.
23. I RECEIVED MORE THAN ONE PROXY CARD. CAN I VOTE THEM ALL?
Yes. Please vote ALL the proxy cards you receive. You may have more than
one account in different registrations. While some accounts have been
consolidated, it is not permissible to consolidate all accounts.
24. IF A SAVINGS ACCOUNT IS IN JOINT NAME, MUST BOTH NAMES BE SIGNED
ON THE PROXY CARD?
No. Two or more signatures are required only when two or more signatures
are needed to withdraw funds from the account.
25. IF I DON'T BUY STOCK WILL I HAVE A VOTE AT FUTURE ANNUAL
MEETINGS?
No. After the Conversion, only stockholders will have voting rights.
However, the operations of Amsterdam Federal and the general terms and
balances of your deposit accounts and loans will remain unchanged.
26. HOW MAY I GET MORE INFORMATION?
We hope that these questions and answers, combined with the Prospectus and
the Proxy Statement, will help you better understand the Conversion and
the stock offering. You are urged to carefully review the Prospectus and
Proxy Statement before making an investment or voting decision. If you
desire further information, please contact the Stock Center at:
Telephone: (518) ___-____
Questions and Answers Brochure
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Page 9
Back Cover
Amsterdam Federal Savings
and Loan Association
Stock Center
Amsterdam Riverfront Center
1300 Riverfront Center
Amsterdam, New York 12010
Telephone: (518) ___-_____
THIS BROCHURE IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY A STOCK
ORDER FORM AND CERTIFICATION, COPIES OF WHICH MAY BE OBTAINED BY CONTACTING THE
STOCK CENTER. THE COMMON STOCK OFFERED IN THE CONVERSION IS NOT A DEPOSIT OR
ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED
FOLDER AND MANAGEMENT AND DIRECTORS PROFILE
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Front Cover
[Bank's Logo]
AFSALA Bancorp, Inc.
proposed holding company for
Amsterdam Federal Savings and Loan Association
Folder and Management and Directors Profile
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Page 2
Inside Front Cover
HEADER
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Our Board of Directors and management show support and confidence in the future
of Amsterdam Federal.
Meet Our Board of Directors and Management Team.
Board of Directors of Amsterdam FS&LA and AFSALA Bancorp, Inc.
- --------------------------------------------------------------
John M. Lisicki Daniel J. Greco
President and Chief Executive Officer
Ronald S. Tecler John A. Tecler, Jr.
John A. Kosinski, Jr. Joseph G. Opalka
Florence B. Opeila
Officers of Amsterdam Federal Savings and Loan Association:
- -----------------------------------------------------------
John M. Lisicki
President and Chief Executive Officer
James J. Alescio Benjamin W. Ziskin
Treasurer and Chief Financial Officer Vice President and Chief Lending
Officer
Officers of AFSALA Bancorp, Inc.:
- ---------------------------------
John M. Lisicki James J. Alescio
President and Chief Executive Officer Treasurer and Chief Financial
Officer
Benjamin W. Ziskin
Vice President
The Board of Directors and Officers of Amsterdam Federal intend to purchase an
aggregate of 68,500 shares of AFSALA Bancorp, Inc. stock.
THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY STOCK. THE
OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY A STOCK ORDER FORM AND
CERTIFICATION. THE COMMON STOCK OFFERED IN THE CONVERSION IS NOT A DEPOSIT OR
ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED.
STRUCTURE OF THE SUBSCRIPTION OFFERING
[GRAPHIC SHOWING ORGANIZATIONAL o Shares offered: Up to
STRUCTURE AFTER THE CONVERSION] 1,265,000 of common stock
(or 1,454,750 shares under
certain circumstances)
o Price: $10.00 per share
o Maximum purchase:
15,000 shares - individual
15,000 shares - persons
acting in concert/groups
o Minimum purchase:
25 shares
CAPITAL
[BAR GRAPH SHOWING THE FOLLOWING INFORMATION]
Tangible Core Risk-Based
-------- ---- ----------
(In millions, at March 31, 1996)
Required After Conversion $ 2.1 $ 4.1 $ 4.5
Current Capital 8.2 8.2 8.9
Capital After Conversion (1) 11.4 11.4 12.1
(1) Assumes the issuance of 935,000 (minimum of the estimated valuation range)
shares at $10, with 50% of the net proceeds received by Amsterdam Federal
offset in part by the aggregate purchase price of the common stock by the
ESOP and RSP.
Folder and Management and Directors Profile
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Page 3
Inside Back Cover
[Blank with fold over flap to hold offering materials.]
(Insert attached graphs here)
Folder and Management and Directors Profile
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Page 4
Back Cover
[Bank Logo]
CALL FOR MORE INFORMATION!
Stock Center
Amsterdam Riverfront Center
1300 Riverfront Center
Amsterdam, New York 12010
Telephone: (518) ___-_____
PLACARD/LOBBY POSTER FOR EACH BRANCH OFFICE - Approx. 2 1/2' X 4'
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[Bank's Logo]
AFSALA Bancorp, Inc. is Going Public!
You may now own a part of Amsterdam Federal Savings and Loan Association
by purchasing shares of stock
in the holding company, AFSALA Bancorp, Inc.
Please take a prospectus, and
for further information about the stock offering
call the Stock Center at
(518) ___-_____
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY THESE SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY A
STOCK ORDER FORM AND CERTIFICATION, COPIES OF WHICH MAY BE OBTAINED BY
CONTACTING THE STOCK CENTER. THE COMMON STOCK OFFERED IN THE CONVERSION IS NOT A
DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED.
NEWSPAPER ADVERTISEMENT
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NEW ISSUE
[Holding Company Logo]
AFSALA Bancorp, Inc. the proposed holding company for
Amsterdam Federal Savings and Loan Association
is going public!
Up to 1,265,000 shares of Common Stock are being offered at a
Subscription Price of $10.00 per share.
For Information Call:
Stock Center
Telephone (518) ___-____
or stop by the Stock Center located at
Amsterdam Riverfront Center
1300 Riverfront Center
Amsterdam, New York 12010
The Subscription Offering period deadline is 12:00 Noon, Eastern Time ________,
1996.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY SECURITIES. THE OFFER CAN BE MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY A
STOCK ORDER FORM AND CERTIFICATION, COPIES OF WHICH MAY BE OBTAINED BY
CONTACTING THE STOCK CENTER. THE COMMON STOCK OFFERED IN THE CONVERSION IS NOT A
DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED.
I M P O R T A N T
P R O X Y R E M I N D E R
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[Bank Logo]
YOUR VOTE ON AMSTERDAM FEDERAL'S STOCK CONVERSION IS VERY IMPORTANT.
VOTING FOR THE CONVERSION WILL NOT AFFECT THE INSURANCE OF YOUR DEPOSIT ACCOUNT.
YOUR ACCOUNT WILL CONTINUE TO BE INSURED UP TO THE MAXIMUM LEGAL LIMIT BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, AN AGENCY OF THE U.S. GOVERNMENT.
REMEMBER, VOTING FOR THE CONVERSION DOES NOT OBLIGATE YOU TO BUY ANY STOCK.
PLEASE ACT PROMPTLY! SIGN YOUR PROXY CARD(S) AND MAIL OR DELIVER THEM TO
AMSTERDAM FEDERAL TODAY. WE RECOMMEND THAT YOU VOTE FOR THE PLAN OF CONVERSION.
THE BOARD OF DIRECTORS
AMSTERDAM FEDERAL SAVINGS
AND LOAN ASSOCIATION
If you have already mailed your proxy card(s), please
accept our thanks and disregard this request.
For Further Information, Please Call
The Stock Center
at (518) ___-_____
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY THESE SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY A
STOCK ORDER FORM AND CERTIFICATION, COPIES OF WHICH MAY BE OBTAINED BY
CONTACTING THE STOCK CENTER. THE COMMON STOCK OFFERED IN THE CONVERSION IS NOT A
DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED.
N E W S R E L E A S E For Additional Information Contact:
Mr. John M. Lisicki
President and Chief Executive Officer
Amsterdam Federal Savings
and Loan Association
161 Church Street
Amsterdam, New York 12010
Immediate Release (518) 842-5700
- -----------------
___________, 1996
AFSALA BANCORP, INC.
HOLDING COMPANY FOR
AMSTERDAM FEDERAL SAVINGS AND LOAN ASSOCIATION
OFFERS COMMON STOCK
On ___________, 1996 the Office of Thrift Supervision approved an application
submitted by Amsterdam Federal Savings and Loan Association to convert from a
federal mutual savings association to a federal stock savings bank, subject to
approval by the Bank's depositors at a special meeting. The Bank has formed a
holding company, AFSALA Bancorp, Inc. which is currently offering for sale
shares of its common stock to depositors of Amsterdam Federal in a Subscription
Offering.
Mr. John M. Lisicki, President and Chief Executive Officer of Amsterdam Federal,
stated that the normal business of the Bank of accepting deposits and making
mortgage loans will continue and that Amsterdam Federal will continue to
emphasize customer service to its depositors and borrowers. "The stock
conversion is a very positive move for us. We will continue to do what we do
best, serving our customers through our array of financial products and
services," stated Mr. Lisicki.
# More #
N E W S R E L E A S E
Page 2
During the Subscription Offering, which expires on ________, 1996, depositors
have the opportunity to order stock in AFSALA Bancorp, Inc. Depending on market
conditions and availability of shares, stock may also be offered to certain
persons in a Public Offering. Up to 1,265,000 shares are being offered at a
purchase price of $10.00 per share (or 1,454,750 shares under certain
circumstances).
Capital Resources, Inc., a Washington, D.C. based investment banking company, is
assisting Amsterdam Federal in its conversion to stock ownership and the sale of
the stock in the Offering. Information relating to the Offering and the
operations of the Bank is contained in the Prospectus that has been mailed to
depositors of Amsterdam Federal. The Subscription Offering of stock will end at
12:00 noon Eastern time on ________, 1996.
Copies of the Prospectus, containing information relating to the Offering, may
be obtained from the Stock Center located at Amsterdam Riverfront Center, 1300
Riverfront Center, Amsterdam, New York 12010. You may call the Stock Center at
(518) ___-____.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY THESE SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY A
STOCK ORDER FORM AND CERTIFICATION, COPIES OF WHICH MAY BE OBTAINED BY
CONTACTING THE STOCK CENTER. THE COMMON STOCK OFFERED IN THE CONVERSION IS NOT A
DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED.
### END ###
AMSTERDAM FEDERAL SAVINGS
AND LOAN ASSOCIATION
COVER LETTERS
FOR
CONVERSION OFFERING MATERIALS
1. Letter to Members and Friends (Closed Accounts)
August ___, 1996
Dear Members and Friends:
The Board of Directors of Amsterdam Federal Savings and Loan Association
("Amsterdam Federal") has adopted a plan to convert from a federally chartered
mutual savings and loan association to a federally chartered stock savings bank
(the "Conversion"). As a stock company, Amsterdam Federal will be structured
under the same form of ownership used by most businesses and banks. This
Conversion to stock ownership means Amsterdam Federal will increase its capital
and will enable Amsterdam Federal to support future banking activities. The
Conversion will not affect your deposit accounts or loans with Amsterdam Federal
or existing FDIC insurance coverage for your deposit accounts.
As part of the Conversion, Amsterdam Federal has formed a holding company,
AFSALA Bancorp, Inc. AFSALA Bancorp, Inc. will own all of the common stock of
Amsterdam Federal. AFSALA Bancorp, Inc. is offering up to 1,265,000 shares of
its common stock to customers of Amsterdam Federal at a subscription price of
$10.00 per share. As a depositor on either March 31, 1995, June 30, 1996, or
_______________, 1996, or, as a borrower as of January 18, 1995 and
________________, 1996, you have a preferential right to subscribe to purchase
the stock of AFSALA Bancorp, Inc. during the Subscription Offering without
paying a fee or commission. For your convenience this packet includes the
following material:
o PROSPECTUS containing detailed information about Amsterdam Federal and
the stock offering. Please read the Prospectus carefully before making
your investment decision.
o BROCHURE which answers questions about the Conversion and stock
offering.
o STOCK ORDER FORM and CERTIFICATION to be completed in order to purchase
shares of AFSALA Bancorp, Inc. stock. Payment by check or written
authorization to withdraw from a specified Amsterdam Federal account
must accompany each order form and certification. Orders of $25,000 or
more must be paid by Amsterdam Federal account withdrawals, certified
funds, cashier's check, or money order. Order forms must be received by
Amsterdam Federal no later than 12:00 noon, Eastern time on _________,
1996.
If you would like to purchase AFSALA Bancorp, Inc. stock in your IRA
account, using IRA funds, we may be able to accommodate you. Please contact the
Stock Center as soon as possible at (518) ___-____.
Letter to Members and Friends
Page 2
If you are a current member of Amsterdam Federal, you will also find
enclosed a proxy statement and proxy card(s). On behalf of the Board, we ask
that you help Amsterdam Federal take this important step by signing the enclosed
proxy card(s), casting your vote in favor of the Plan of Conversion. Your vote
is very important! Please mail your proxy card(s) today in the enclosed postage
paid return envelope.
We believe it is in the best interest of Amsterdam Federal to have our
customers and members of the communities we serve as our stockholders. We
encourage you to review this investment opportunity carefully. If you have any
questions, please call the Stock Center at (518) ___-____.
Sincerely,
John M. Lisicki
President and Chief
Executive Officer
Enclosures
VS
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
THESE SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY A
STOCK ORDER FORM AND CERTIFICATION, COPIES OF WHICH MAY BE OBTAINED BY
CONTACTING THE STOCK CENTER. THE COMMON STOCK OFFERED IN THE CONVERSION IS NOT A
DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED.
2. Letter for branch packages, Stock Center, non-members.
August ___, 1996
Dear Prospective Investor:
Amsterdam Federal Savings and Loan Association ("Amsterdam Federal") is
converting from a federal mutual savings and loan association to a federal stock
savings bank (the "Conversion").
As part of the Conversion, Amsterdam Federal has formed a holding company,
AFSALA Bancorp, Inc. AFSALA Bancorp, Inc. will own all of the common stock of
Amsterdam Federal. AFSALA Bancorp, Inc. is offering to customers of Amsterdam
Federal up to 1,265,000 shares of its common stock at a purchase price of $10.00
per share. Even if you are not currently a member of Amsterdam Federal, you may
have the opportunity to purchase shares without paying a fee or commission.
Members have priority rights to purchase shares in the Subscription Offering and
no assurance can be given that your order will be filled.
For your convenience, enclosed are the following materials:
o PROSPECTUS containing detailed information about Amsterdam Federal and
the stock offering. Please read the prospectus carefully before making
your investment decision.
o STOCK ORDER FORM and CERTIFICATION to be completed in order to
purchase shares of AFSALA Bancorp, Inc. stock. Payment by check or
written authorization to withdraw from a specified Amsterdam Federal
account must accompany each order form and certification. Orders of
$25,000 or more must be paid by Amsterdam Federal account withdrawals,
certified funds, cashier's check or money orders. If you are
interested in purchasing shares of AFSALA Bancorp, Inc. stock, your
completed stock order form and certification along with payment must
be received by Amsterdam Federal by no later than 12:00 noon, Eastern
time on ________, 1996.
We encourage you to review this investment opportunity carefully. If you
have any questions, please call our Stock Center at (518) ___-____.
Letter for Branch Packages, Stock Center, non-members
Page 2
We are pleased to offer you this opportunity to invest in AFSALA Bancorp,
Inc.
Sincerely,
John M. Lisicki
President and Chief
Executive Officer
Enclosures
P
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
THESE SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY A
STOCK ORDER FORM AND CERTIFICATION, COPIES OF WHICH MAY BE OBTAINED BY
CONTACTING THE STOCK CENTER. THE COMMON STOCK OFFERED IN THE CONVERSION IS NOT A
DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED
- ------------------------------------------------------------------------------
3. Capital Resources Cover Letter to Blue Sky States
August __, 1996
To Depositors and Friends of Amsterdam Federal Savings and Loan Association:
Capital Resources, Inc. is an NASD member broker/dealer assisting Amsterdam
Federal Savings and Loan Association ("Amsterdam Federal") in its conversion
from a mutual to a stock organization.
At the request of Amsterdam Federal and AFSALA Bancorp, Inc., the proposed
parent holding company of Amsterdam Federal, we enclose certain materials
regarding the sale and issuance of common stock in connection with the
conversion of Amsterdam Federal. These materials include a prospectus which
offers you the opportunity to subscribe to purchase shares of common stock of
AFSALA Bancorp, Inc.
We have been asked to forward these documents to you in view of certain
requirements of the securities laws of your state. We should not be understood
as recommending or soliciting in any way any action by you with regard to the
enclosed materials. If you have any questions, please contact us at the Stock
Center at (518) ___-____.
Very truly yours,
Capital Resources, Inc.
Enclosures
BD
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
THESE SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY A
STOCK ORDER FORM AND CERTIFICATION, COPIES OF WHICH MAY BE OBTAINED BY
CONTACTING THE STOCK CENTER. THE COMMON STOCK OFFERED IN THE CONVERSION IS NOT A
DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED.
4. Letter to Members in "Dark Blue-Sky" States and Foreign Accounts
August ___, 1996
Dear Member:
Amsterdam Federal Savings and Loan Association ("Amsterdam Federal") is
converting from a federal mutual savings and loan association to a federal stock
savings bank with the concurrent formation of a holding company, AFSALA Bancorp,
Inc.
Enclosed you will find a Proxy Statement and Prospectus describing the
conversion and proxy card(s). As a current member of Amsterdam Federal, we ask
you to participate in the conversion by reviewing the information provided and
voting on the conversion by completing and mailing the enclosed proxy card(s) in
the enclosed postage-paid envelope as soon as possible. The Board of Directors
recommends that you vote in favor of the Plan of Conversion.
Although you may vote on Amsterdam Federal's Plan of Conversion, AFSALA
Bancorp, Inc. unfortunately is unable to either offer or sell its common stock
to you because (i) the small number of eligible subscribers in your jurisdiction
makes registration or qualification of the common stock under the securities
laws of your jurisdiction impractical, for reasons of cost or otherwise; or (ii)
the small number of eligible subscribers in your jurisdiction makes registration
or qualification of AFSALA Bancorp, Inc., its officers, directors, employees and
persons acting on its behalf as broker/dealer in your jurisdiction impractical,
for reasons of cost or otherwise. Accordingly, neither this letter nor the
enclosed material should be considered an offer to sell or a solicitation of an
offer to buy the common stock of AFSALA Bancorp, Inc.
If you have any questions about your voting rights or the conversion in
general, please call the Stock Center at (518) ___-____.
Sincerely,
John M. Lisicki
President and Chief
Executive Officer
Enclosures
J
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
THESE SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY A
STOCK ORDER FORM AND CERTIFICATION. THE COMMON STOCK OFFERED IN THE CONVERSION
IS NOT A DEPOSIT OF ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED.