EXHIBIT 99.(d)(5)
TRI-COUNTY BANCORP, INC.
Offer to Purchase For Cash
Up to 313,000 Shares of its Common Stock
at a Purchase Price
Not Greater Than $14.00 Nor Less than $11.00 Per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
EXPIRE AT 5:00 P.M., WYOMING TIME,
ON THURSDAY, NOVEMBER 19, 1998, UNLESS
THE OFFER IS EXTENDED.
October 23, 1998
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
Tri-County Bancorp, Inc., a Wyoming corporation (the "Company"), has
appointed us to act as Information Agent in connection with its offer to
purchase up to 313,000 shares of its Common Stock, par value $0.10 per share
(the 'shares"), at prices, net to the seller in cash, not greater than $14.00
nor less than $11.00 per Share, specified by tendering stockholders, upon the
terms and subject to the conditions set forth in its Offer to Purchase, dated
October 23, 1998, and the related Letter of Transmittal (which together
constitute the "Offer").
The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per Share price (not greater than $14.00 nor less than
$11.00 per Share) that it will pay for Shares validly tendered and not withdrawn
pursuant to the Offer (the "Purchase Price"), taking into account the number of
Shares so tendered and the prices specified by tendering stockholders. The
Company will select the lowest Purchase Price which will allow it to purchase
313,000 Shares (or such lesser number of Shares as are validly tendered and not
withdrawn at prices not greater than $14.00 nor less than $11.00 per Share)
pursuant to the Offer, or such greater number as the Company may elect to
purchase. All Shares validly tendered and not withdrawn at prices at or below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, upon the terms and subject to the conditions of the Offer, including the
proration terms thereof. See "The Offer -- Number of Shares; Proration" in the
Offer to Purchase.
If, prior to the Expiration Date (as defined in the Offer to
Purchase), more than 313,000 Shares are validly tendered and not withdrawn at or
below the Purchase Price, the Company will, upon the terms and subject to the
conditions of the Offer, buy Shares first from all Odd Lot Holders (as defined
in the Offer to Purchase) who validly tender and do not withdraw all their
Shares at or below the Purchase Price and then on a pro rata basis from all
other stockholders whose Shares are validly tendered and not withdrawn at or
below the Purchase Price.
The Offer is conditioned upon, among other things, the Company
obtaining the funds necessary to consummate the Offer and pay all related fees
and expenses. The Offer is not conditioned upon any minimum number of Shares
being tendered. See "The Offer -- Certain Conditions of the Offer" in the Offer
to Purchase.
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:
1. Offer to Purchase, dated October 23, 1998;
2. Letter to Clients that may be sent 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
Offer;
3. Letter dated October 23, 1998 from Robert L. Savage, President and
Chief Executive Officer of the Company, to stockholders of the Company;
4. Letter of Transmittal for your use and for the information of your
clients (together with accompanying Substitute Form W-9 and guidelines); and
5. Notice of Guaranteed Delivery to be used to accept the Offer if the
Share certificates and all other required documents cannot be delivered to the
Depositary by the Expiration Date or if the procedure for book-entry transfer
cannot be completed on a timely basis.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER,
PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., WYOMING TIME,
ON THURSDAY, NOVEMBER 19, 1998, UNLESS THE OFFER IS EXTENDED.
No fees or commissions will be payable to brokers, dealers or any
person for soliciting tenders of Shares pursuant to the Offer other than fees
paid to the Information Agent or the Depositary as described in the Offer to
Purchase. The Company 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. The Company will pay or cause to be paid any stock transfer
taxes applicable to its purchase of Shares, except as otherwise provided in
Instruction 7 of the Letter of Transmittal.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be sent
to the Depositary with either certificate(s) representing the tendered Shares or
confirmation of their book-entry transfer all in accordance with the
instructions set forth in the Letter of Transmittal and the Offer to Purchase.
As described in "The Offer -- Procedures for Tendering Shares" in the
Offer to Purchase, tenders may be made without the concurrent deposit of stock
certificates or concurrent compliance with the procedure for book-entry
transfer, if such tenders are made by or through a broker or dealer which is a
member firm of a registered national securities exchange, or a member of the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company having an office, branch or agency in the United States. Certificates
for Shares so tendered (or a confirmation of a book-entry transfer of such
Shares into the Depositary's account at one of the Book-Entry Transfer
Facilities described in the Offer to Purchase), together with a properly
completed and duly executed Letter of Transmittal and any other documents
required by the Letter of Transmittal, must be received by the Depositary within
three over-the-counter trading days after timely receipt by the Depositary of a
properly completed and duly executed Notice of Guaranteed Delivery.
Any inquiries you may have with respect to the Offer should be
addressed to the Information Agent at its address and telephone number set forth
on the back cover page of the Offer to Purchase.
Additional copies of the enclosed material may be obtained from the
undersigned, telephone: (877) 298-6520.
Very truly yours,
Keefe, Bruyette & Woods, Inc.
Enclosures
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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR ANY OF ITS AFFILIATES, THE
INFORMATION AGENT OR THE DEPOSITARY, 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.
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