Exhibit 99.4
CBES BANCORP, INC.
PROPOSED HOLDING COMPANY FOR
COMMUNITY BANK OF EXCELSIOR SPRINGS, A SAVINGS BANK
EXCELSIOR SPRINGS, MISSOURI
PROPOSED MARKETING MATERIALS
6-19-96
Marketing Materials for
CBES Bancorp, Inc.
Excelsior Springs, Missouri
Table of Contents
-----------------
I. Press Releases
A. Explanation
B. Schedule
C. Distribution List
D. Press Release Examples
II. Advertisements
A. Explanation
B. Schedule
C. Advertisement Examples
III. Question and Answer Brochure
A. Explanation
B. Method of Distribution
C. Example
IV. Officer and Director Brochure
A. Explanation
B. Method of Distribution
C. Example
V. IRA Mailing
A. Explanation
B. Quantity
C. IRA Mailing Example
VI. Counter Cards and Lobby Posters
A. Explanation
B. Quantity
VII. Statement Stuffers
A. Explanation
B. Quantity - Method of Distribution
C. Example
VIII. Invitations
A. Explanation
B. Quantity - Method of Distribution
C. Examples
IX. Letters
A. Explanation
B. Method of Distribution
C. Examples
X. Proxy Reminder
A. Explanation
B. Example
I. Press Releases
A. Explanation
In an effort to assure that all customers, community members and other
interested investors receive prompt accurate information in a simultaneous
manner, Trident advises the Savings Bank to forward press releases to area
newspapers, radio stations, etc. at various points during the conversion
process.
Only press releases approved by Conversion Counsel and the OTS will be
forwarded for publication in any manner.
B. Schedule
1. OTS Approval of Conversion
2. Close of Stock Offering
C. Distribution List
National Distribution List
--------------------------
National Thrift News Wall Street Journal
- -------------------- -------------------
212 West 35th Street World Financial Center
13th Floor 200 Liberty
New York, New York 10001 New York, NY 10004
Richard Chang
American Banker SNL Securities
- --------------- --------------
One State Street Plaza Post Office Box 2124
New York, New York 10004 Charlottesville, Virginia 22902
Michael Weinstein
Barrons Investors Business Daily
- ------- ------------------------
Dow Jones & Company 12655 Beatrice Street
Barrons Statistical Information Post Office Box 661750
200 Burnett Road Los Angeles, California 90066
Chicopee, Massachusetts 01020
New York Times
- --------------
229 West 43rd Street
New York, NY 10036
Local Media List
----------------
(To be provided)
Newspaper
- ---------
Radio
- -----
D. Press Release Examples
PRESS RELEASE FOR IMMEDIATE RELEASE
---------------------
For More Information Contact:
Larry E. Hermreck
(816) 630-6711
COMMUNITY BANK OF EXCELSIOR SPRINGS, A SAVINGS BANK
---------------------------------------------------
CONVERSION TO STOCK FORM APPROVED
---------------------------------
Excelsior Springs, Missouri (August __, 1996) - Larry E. Hermreck, Chief
Executive Officer of Community Bank of Excelsior Springs, A Savings Bank
("Community Bank" or the "Bank"), Excelsior Springs, Missouri, announced that
Community Bank has received approval from the Office of Thrift Supervision to
convert from a federally chartered mutual savings bank to a federally chartered
stock savings bank. In connection with the Conversion, Community Bank has
formed a holding company, CBES Bancorp, Inc., to hold all of the outstanding
capital stock of Community Bank.
CBES Bancorp, Inc. is offering up to 1,207,500 shares of its common stock,
subject to adjustment, at a price of $10.00 per, share. Certain account holders
and borrowers of the Bank will have an opportunity to subscribe for stock
through a Subscription Offering that closes on September __, 1996. Shares that
are not subscribed for during the Subscription Offering may be offered to the
general public in a Community Offering, with first preference given to natural
persons and trusts of natural persons residing in Clay and Ray Counties,
Missouri. The Subscription and Community Offerings will be managed by Trident
Securities, Inc. of Raleigh, North Carolina. Copies of the Prospectus relating
to the offerings and describing the Plan of Conversion will be mailed to
customers on or about August __, 1996.
As a result of the Conversion, Community Bank will be structured in the
stock form as are all commercial banks and an increasing number of savings
institutions and will be a
subsidiary of CBES Bancorp, Inc. According to Mr. Hermreck, "Our day to day
operations will not change as a result of the Conversion and deposits will
continue to be insured by the FDIC up to the applicable legal limits."
Customers with questions concerning the stock offering should call
Community Bank's Stock Information Center at (816) ________, or visit one of
Community Bank's offices.
PRESS RELEASE FOR IMMEDIATE RELEASE
---------------------
For More Information Contact:
Larry E. Hermreck
(816) 630-6711
COMMUNITY BANK COMPLETES INITIAL STOCK OFFERING
-----------------------------------------------
Excelsior Springs, Missouri - (September __, 1996) Larry E. Hermreck, Chief
Executive Officer of Community Bank of Excelsior Springs, A Savings Bank
("Community Bank"), announced today that CBES Bancorp, Inc., the proposed
holding company for Community Bank, has completed its initial stock offering in
connection with Community Bank's conversion from mutual to stock form. A total
of __________ shares were sold at the price of $10.00 per share.
On September __, 1996, Community Bank's Plan of Conversion was approved by
Community Bank's voting members at a special meeting of members.
Mr. Hermreck said that the Officers and Board of Directors of CBES Bancorp,
Inc. and Community Bank wished to express their thanks for the response to the
stock offering and that Community Bank looks forward to serving the needs of its
customers and new stockholders as a community-based stock institution. The
stock is anticipated to commence trading today, September __, 1996 on the Nasdaq
SmallCap Market under the symbol "CBES". Trident Securities, Inc. of Raleigh,
North Carolina managed the stock offering.
II. Advertisements
A. Explanation
The intended use of the attached advertisement "A" is to notify Community
Bank's customers and members of the local community that the conversion
offering is underway.
The intended use of advertisement "B" is to remind Community Bank's
customers of the closing date of the subscription offering.
B. Media Schedule
1. Advertisement A - To be run immediately following OTS approval and run
weekly for the first three weeks.
2. Advertisement B - To be run during the last week of the subscription
offering.
Trident may feel it is necessary to run more ads in order to remind
customers and community members of the close of the Subscription and
Community Offerings.
Alternatively, Trident may, depending upon the response from the customer
base, choose to run fewer ads or no ads at all.
These ads will run in the local newspapers.
The ad size will be as shown or smaller.
- --------------------------------------------------------------------------------
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. These
shares have not been approved or disapproved by the Securities and Exchange
Commission, the Office of Thrift Supervision or the Federal Deposit Insurance
Corporation, nor has such commission, office or corporation passed upon the
accuracy or adequacy of the prospectus. Any representation to the contrary is
unlawful.
NEW ISSUE ____________, 1996
1,207,500 SHARES
These shares are being offered pursuant
to a Plan of Conversion whereby
COMMUNITY BANK OF EXCELSIOR SPRINGS, A SAVINGS BANK
Excelsior Springs, Missouri, will
convert from a federal mutual savings bank to a
federal capital stock savings bank
and become a wholly owned subsidiary of
CBES BANCORP, INC.
COMMON STOCK
____________
PRICE $10.00 PER SHARE
____________
TRIDENT SECURITIES, INC.
For a copy of the prospectus call (816) ________.
Copies of the prospectus may be obtained in any State in which this
announcement is circulated from Trident Securities, Inc.
or such other brokers and dealers as may legally
offer these securities in such state.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY.
- --------------------------------------------------------------------------------
Advertisement (B)
- --------------------------------------------------------------------------------
COMMUNITY BANK OF EXCELSIOR SPRINGS, A SAVINGS BANK
SEPTEMBER __, 1996 IS THE DEADLINE TO
ORDER STOCK OF CBES BANCORP, INC.
Customers of Community Bank of Excelsior Springs, A Savings Bank
and members of the general public have the opportunity
to invest in Community Bank by subscribing for
common stock in its proposed holding company
CBES BANCORP, INC.
A prospectus relating to these securities is
available at our office or by calling our
Stock Information Center at (816) ________.
This announcement is neither an offer to sell nor a
solicitation of an offer to buy the stock of
CBES Bancorp, Inc. The offer is made only by the
prospectus. The shares of common stock are not
deposits or savings accounts and will not be insured
by the Federal Deposit Insurance Corporation
or any other government agency.
Copies of the Prospectus may be obtained in any State in which this announcement
is circulated from Trident Securities, Inc. or such other brokers and dealers
as may legally offer these securities in such state.
- --------------------------------------------------------------------------------
III. Question and Answer Brochure
A. Explanation
The Question and Answer brochure is an essential marketing piece in any
conversion. It serves to answer some of the most commonly asked questions
in "plain, everyday language". Although most of the answers are taken
verbatim from the Prospectus, it saves the individual from searching for
the answer to a simple question.
B. Method of Distribution
There are four primary methods of distribution of the Question and Answer
brochure. However, regardless of the method the brochures are always
accompanied by a Prospectus.
1. A Question and Answer brochure is sent out in the initial mailing to
all members of the Bank.
2. Question and Answer brochures are available in Community Bank's
offices.
3. Question and Answer brochures are distributed in information packets
at community meetings.
4. Question and Answer brochures are sent out in a standard information
packet to all interested investors who phone the Stock Information
Center requesting information.
QUESTIONS AND ANSWERS
REGARDING
THE PLAN OF CONVERSION
On May 14, 1996, the Board of Directors of Community Bank of Excelsior
Springs, A Savings Bank ("Community Bank" or the "Bank") unanimously adopted the
Plan of Conversion, pursuant to which Community Bank will convert from a
federally-chartered mutual savings bank to a federally-chartered stock savings
bank. In addition, all of Community Bank's outstanding capital stock will be
issued to the holding company, CBES Bancorp, Inc. (the "Holding Company"),
which was organized by Community Bank to own Community Bank as a subsidiary.
This brochure is provided to answer general questions you might have about
the Conversion. Following the Conversion, Community Bank will continue to
provide financial services to its depositors, borrowers and other customers as
it has in the past and will operate with its existing management and employees.
The Conversion will not affect the terms, balances, interest rates or existing
federal insurance coverage on Community Bank's deposits or the terms or
conditions of any loans to existing borrowers under their individual contract
arrangements with Community Bank.
For complete information regarding the conversion, see the Prospectus and
the Proxy Statement dated August __, 1996. Copies of each of the Prospectus and
the Proxy Statement may be obtained by calling the Stock Information Center at
(816) ________.
THIS INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY CBES BANCORP, INC. COMMON STOCK. OFFERS TO BUY OR TO SELL MAY
BE MADE ONLY BY THE PROSPECTUS. PLEASE READ THE PROSPECTUS PRIOR TO MAKING AN
INVESTMENT DECISION.
THE SHARES OF CBES BANCORP, INC. COMMON STOCK BEING OFFERED IN THE
SUBSCRIPTION AND DIRECT COMMUNITY OFFERINGS ARE NOT SAVINGS OR DEPOSIT ACCOUNTS
AND ARE NOT INSURED BY THE SAVINGS ASSOCIATION INSURANCE FUND OF THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
CBES BANCORP, INC.
(THE PROPOSED HOLDING COMPANY FOR
COMMUNITY BANK OF EXCELSIOR SPRINGS, A SAVINGS BANK)
Questions and Answers Regarding the Subscription and Community Offerings
MUTUAL TO STOCK CONVERSION
--------------------------
1. Q. WHAT IS A "CONVERSION"?
A. Conversion is a change in the legal form of organization. Community
Bank currently operates as a federally chartered mutual savings bank
with no stockholders. Through the Conversion, Community Bank will
become a federally chartered stock savings bank, and the stock of its
holding company, CBES Bancorp, Inc. will be held by stockholders who
purchase stock in the Subscription, Direct Community and Syndicated
Community Offerings or in the open market following the Offerings.
2. Q. WHY IS COMMUNITY BANK CONVERTING?
A. Community Bank, as a mutual savings bank, does not have stockholders
and has no authority to issue capital stock. By converting to the
stock form of organization, the Bank will be structured in the form
used by commercial banks, most business entities and a growing number
of savings institutions. The Conversion will be important to the
future growth and performance of the Bank by providing a larger
capital base from which the Bank may operate, the ability to attract
and retain qualified management through stock-based employee benefit
plans, enhanced ability to diversify into other financial services
related activities and expanded ability to render services to the
public.
The Board of Directors and management of Community Bank believe that
the stock form of organization is preferable to the mutual form of
organization for a financial institution. The Board and management
recognize the decline in the number of mutual thrifts from over 12,500
mutual institutions in 1929 to just over 800 mutual thrifts today.
Community Bank believes that converting to the stock form of
organization will allow Community Bank to more effectively compete
with local community banks, thrifts, and with statewide and regional
banks, which are in stock form. Community Bank believes that by
combining its existing quality service and products with a local
ownership base the Bank's customers and community members who become
stockholders will be inclined to do more business with Community Bank.
Furthermore, because Community Bank competes with local and regional
banks not only for customers, but also for employees, Community Bank
believes that the stock form of organization will better afford
Community Bank the opportunity to attract and retain employees,
management and directors through various stock benefit plans which are
not available to mutual savings institutions.
3. Q. IS COMMUNITY BANK'S MUTUAL TO STOCK CONVERSION BENEFICIAL TO THE
COMMUNITIES THAT THE BANK SERVES?
A. Management believes that the structure of the Subscription, Community
and Syndicated Community Offerings is in the best interest of the
various communities that Community Bank serves because following the
Conversion it is anticipated that a significant portion of the Common
Stock will be owned by local residents desiring to share in the
ownership of a local community financial institution. Management
desires that a significant portion of the shares of common stock sold
in the Offerings will be sold to residents of the Bank's "Local
Community," which is comprised of Clay and Ray Counties of Missouri.
4. Q. WHAT EFFECT WILL THE CONVERSION HAVE ON DEPOSIT ACCOUNTS AND
LOANS?
A. Terms and balances of accounts in Community Bank and interest rates
paid on such accounts will not be affected by the Conversion.
Insurable accounts will continue to be insured by the Federal Deposit
Insurance Corporation ("FDIC") up to the maximum amount permitted by
law. The Conversion also will not affect the terms or conditions of
any loans to existing borrowers or the rights and obligations of these
borrowers under their individual contractual arrangements with
Community Bank.
5. Q. WILL THE CONVERSION CAUSE ANY CHANGES IN COMMUNITY BANK'S
PERSONNEL?
A. No. Both before and after the Conversion, Community Bank's business
of accepting deposits, making loans and providing financial services
will continue without interruption with the same board of directors,
management and staff.
6. Q. WHAT APPROVALS MUST BE RECEIVED BEFORE THE CONVERSION BECOMES
EFFECTIVE?
A. First, the Board of Directors of Community Bank must adopt the Plan of
Conversion, which occurred on May 14, 1996. Second, the Office of
Thrift Supervision must approve the applications required to effect
the Conversion. These approvals have been obtained. Third, the Plan
of Conversion must be approved by a majority of all votes eligible to
be cast by Community Bank's voting members. A Special Meeting of
voting members will be held on September __, 1996, to consider and
vote upon the Plan of Conversion.
THE HOLDING COMPANY
-------------------
7. Q. WHAT IS A HOLDING COMPANY?
A. A holding company is a company that owns another entity. Concurrent
with the Conversion, Community Bank will become a subsidiary of CBES
Bancorp, Inc., a company organized by Community Bank to acquire all of
the capital stock of Community Bank to be outstanding after the
Conversion.
8. Q. IF I DECIDE TO BUY STOCK IN THIS OFFERING, WILL I OWN STOCK IN THE
HOLDING COMPANY OR COMMUNITY BANK?
A. You will own stock in CBES Bancorp, Inc.. However, CBES Bancorp,
Inc., as a holding company, will own all of the outstanding capital
stock of Community Bank.
9. Q. WHY DID THE BOARD OF DIRECTORS FORM THE HOLDING COMPANY?
A. The Board of Directors believes that the Conversion of Community Bank
and the formation of the holding company will result in a stronger
financial institution with the ability to provide additional
flexibility to diversify the Bank's business activities through
existing or newly-formed subsidiaries, although there are no current
arrangements or understandings with respect to such diversification.
The holding company will also be able to use stock-based incentive
programs to attract and retain executive and other personnel for
itself and its subsidiaries.
ABOUT BECOMING A STOCKHOLDER
----------------------------
10. Q. WHAT ARE THE SUBSCRIPTION, DIRECT COMMUNITY AND SYNDICATED COMMUNITY
OFFERINGS?
A. Under the Plan of Conversion adopted by Community Bank, the Holding
Company is offering shares of stock in the Subscription Offering to
certain current and former customers of the Bank and to the Bank's
Employee Stock Ownership Plan ("ESOP"). Shares which are not
subscribed for in the Subscription Offering, if any, may be offered to
the general public in a Direct Community Offering with preference
given to natural persons who are residents of the Bank's Local
Community. These Offerings are consistent with the Board's objective
of CBES Bancorp, Inc. being a locally owned financial institution.
The Subscription and Direct Community Offerings are being managed by
Trident Securities, Inc. It is anticipated that any shares not
subscribed for in either the Subscription or Direct Community
Offerings may be offered for sale in a Syndicated Community Offering,
which is an offering on a best efforts basis by a selling group of
broker-dealers, managed by Trident Securities, Inc.
11. Q. MUST I PAY A COMMISSION TO BUY STOCK IN CONJUNCTION WITH THE
SUBSCRIPTION, DIRECT COMMUNITY AND SYNDICATED COMMUNITY OFFERINGS?
A. No. You will not pay a commission to buy the stock if the stock is
purchased in the Subscription, Direct Community or Syndicated
Community Offerings.
12. Q. HOW MANY SHARES OF CBES BANCORP, INC. STOCK WILL BE ISSUED IN THE
CONVERSION?
A. It is currently expected that between 892,500 shares and 1,207,500
shares of common stock will be sold at a price of $10.00 per share.
Under certain circumstances the number of shares may be increased to
1,388,600.
13. Q. HOW WAS THE PRICE DETERMINED?
A. The aggregate price of the common stock was determined by RP
Financial, Inc., an independent appraisal firm specializing in the
thrift industry, and was approved by the Office of Thrift Supervision.
The price is based on the pro forma market value of Community Bank and
the Holding Company as determined by the independent evaluation.
14. Q. WHO IS ENTITLED TO BUY STOCK IN THE CONVERSION?
A. The shares of CBES Bancorp, Inc. to be issued in the Conversion are
being offered in the Subscription Offering in the following order of
priority to: (i) depositors with $50.00 or more on deposit at the
Bank as of March 31, 1995 ("Eligible Account Holders"), (ii) the
Bank's ESOP, (iii) depositors with $50.00 or more on deposit at the
Bank as of June 30, 1996 ("Supplemental Eligible Account Holders"),
and (iv) depositors of the Bank as of _______, 1996 ("Voting Record
Date") and borrowers of the Bank with loans outstanding as of
_________, 1996 which continue to be outstanding as of the Voting
Record Date ("Other Members"), subject to the priorities and purchase
limitations set forth in the Plan of Conversion. Subject to the prior
rights of holders of subscription rights, Common Stock not subscribed
for in the Subscription Offering may be offered in the Direct
Community Offering to certain members of the general public, with
preference given to natural persons and trusts of natural persons
residing in the Local Community. Shares, if any, not subscribed for
in the Subscription or Direct Community Offerings may be offered to
the general public in the Syndicated Community Offering.
15. Q. ARE THE SUBSCRIPTION RIGHTS TRANSFERABLE?
A. No. Subscription rights granted to Community Bank's Eligible Account
Holders, Supplemental Eligible Account Holders and Other Members in
the Conversion are not transferable. Persons violating such
prohibition, directly or indirectly, may lose their right to purchase
stock in the Conversion and be subject to other possible sanctions.
IT IS THE RESPONSIBILITY OF EACH SUBSCRIBER QUALIFYING AS AN ELIGIBLE
ACCOUNT HOLDER, SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDER OR OTHER MEMBER
TO LIST COMPLETELY ALL ACCOUNT NUMBERS FOR QUALIFYING SAVINGS ACCOUNTS
OR LOANS AS OF THE QUALIFYING DATE ON THE STOCK ORDER FORM.
16. Q. WHAT ARE THE MINIMUM AND MAXIMUM NUMBERS OF SHARES THAT I CAN PURCHASE
IN THE CONVERSION?
A. The minimum number of shares is 25. The maximum number of shares that
may be purchased in the Conversion by any person currently is 10,000.
The maximum number of shares that may be purchased in the Conversion
by any
person other than the ESOP, together with any associate or group of
persons acting in concert currently is 20,000 shares.
17. Q. ARE THE BOARD OF DIRECTORS AND MANAGEMENT OF COMMUNITY BANK BUYING A
SIGNIFICANT AMOUNT OF THE STOCK OF THE HOLDING COMPANY?
A. Directors and executive officers of the Bank are expected to subscribe
for 110,000 shares. The purchase price paid by directors and
executive officers will be the same $10.00 per share price as that
paid by all other persons who order stock in the Subscription, Direct
Community and Syndicated Community Offerings.
18. Q. HOW DO I SUBSCRIBE FOR SHARES OF STOCK?
A. To subscribe for shares of stock in the Subscription Offering, you
should send or deliver a stock order form together with full payment
(or appropriate instructions for withdrawal from permitted deposit
accounts as described below) to Community Bank in the postage-paid
envelope provided, so that the stock order form and payment or
withdrawal authorization instructions are received prior to the close
of the Subscription Offering, which will terminate at noon, Central
Time, on September __, 1996, unless extended. Payment for shares may
be made in cash (if made in person) or by check or money order.
Subscribers who have deposit accounts with Community Bank may include
instructions on the stock order form requesting withdrawal from such
deposit account(s) to purchase shares of CBES Bancorp, Inc.
Withdrawals from certificates of deposit may be made without incurring
an early withdrawal penalty. If shares remain available for sale
after the expiration of the Subscription Offering, they may be offered
in the Direct Community Offering, which will begin as soon as
practicable after the end of the Subscription Offering. Persons who
wish to order stock in the Direct Community Offering should return
their stock order form as soon as possible after the Direct Community
Offering begins because it may terminate at any time after it begins.
Members of the general public should contact the Stock Information
Center at (816) ________ for additional information.
19. Q. MAY I USE FUNDS IN A RETIREMENT ACCOUNT TO PURCHASE STOCK?
A. Yes. If you are interested in using funds held in your retirement
account at Community Bank, the Stock Information Center can assist you
in transferring those funds to a self-directed IRA, if necessary, and
directing the trustee to purchase the stock. This process may be done
without an early withdrawal penalty and generally without a negative
tax consequence to your retirement account. Due to the additional
paperwork involved, IRA transfers must be completed by September __,
1996. For additional information, call the Stock Information Center
at (816) __________.
20. Q. WILL I RECEIVE INTEREST ON FUNDS I SUBMIT FOR A STOCK PURCHASE?
A. Yes. Community Bank will pay interest at its passbook rate from the
date the funds are received until completion of the stock offering or
termination of the Conversion. All funds authorized for withdrawal
from deposit accounts with Community Bank will continue to earn
interest at the contractual rate until the
date of the completion of the Conversion.
21. Q. MAY I OBTAIN A LOAN FROM COMMUNITY BANK TO PAY FOR SHARES PURCHASED IN
THE CONVERSION?
A. No. Federal regulations prohibit Community Bank from making loans for
this purpose. However, federal regulations do not prohibit you from
obtaining a loan from another source for the purpose of purchasing
stock in the Conversion.
22. Q. IF I BUY STOCK IN THE CONVERSION, HOW WOULD I GO ABOUT BUYING
ADDITIONAL SHARES OR SELLING SHARES IN THE AFTERMARKET?
A. CBES Bancorp, Inc., as a newly organized company, has never issued
capital stock, and consequently there is no established market for its
common stock at this time. CBES Bancorp, Inc. has received approval
to have the Common Stock quoted on the Nasdaq SmallCap Market under
the symbol "CBES."
23. Q. WHAT IS THE HOLDING COMPANY'S DIVIDEND POLICY?
A. The Board of Directors of the Holding Company may consider a policy of
paying cash dividends. Dividends will be subject to determination and
declaration by the Board of Directors, which will take into account a
number of factors, including the operating results and financial
condition of the Holding Company, net worth and capital requirements
and regulatory restrictions on the payment of dividends by the Bank to
the Holding Company upon which dividends paid by the Holding Company
eventually will be primarily dependent. There can be no assurance
that dividends will in fact be paid on the Common Stock or that, if
paid, such dividends will not be reduced or eliminated in future
periods.
24. Q. WILL THE FDIC INSURE THE SHARES OF THE HOLDING COMPANY?
A. No. The shares of CBES Bancorp, Inc. are not savings deposits or
savings accounts and are not insured by the FDIC or any other
government agency.
25. Q. IF I SUBSCRIBE FOR SHARES AND LATER CHANGE MY MIND, WILL I BE ABLE TO
GET A REFUND?
A. No. Your order cannot be canceled or withdrawn once it has been
received by Community Bank without the consent of Community Bank.
ABOUT VOTING "FOR" THE PLAN OF CONVERSION
-----------------------------------------
26. Q. AM I ELIGIBLE TO VOTE AT THE SPECIAL MEETING OF MEMBERS TO BE HELD TO
CONSIDER THE PLAN OF CONVERSION?
A. You are eligible to vote at the Special Meeting of Members to be held
on September __, 1996 if you were a member of Community Bank at the
close of business on the Voting Record Date for the Special Meeting
(August __, 1996) and continue as such until the Special Meeting. If
you were a member on the Voting Record Date, you should have received
a proxy statement and a proxy card with which to vote.
27. Q. HOW MANY VOTES DO I HAVE?
A. Each account holder is entitled to one vote for each $100, or fraction
thereof, on deposit in such account(s). Each borrower member is
entitled to cast one vote in addition to the number of votes, if any,
he or she is entitled to cast as an account holder. No member may
cast more than 1,000 votes.
28. Q. IF I VOTE "AGAINST" THE PLAN OF CONVERSION AND IT IS APPROVED, WILL I
BE PROHIBITED FROM BUYING STOCK DURING THE SUBSCRIPTION OFFERING?
A. No. Voting against the Plan of Conversion in no way restricts you
from purchasing CBES Bancorp, Inc. stock in the Subscription Offering.
29. Q. DID THE BOARD OF DIRECTORS OF COMMUNITY BANK UNANIMOUSLY ADOPT THE
CONVERSION?
A. Yes. Community Bank's Board of Directors unanimously adopted the Plan
of Conversion and urges that all members vote "FOR" approval of such
Plan.
30. Q. WHAT HAPPENS IF COMMUNITY BANK DOES NOT GET ENOUGH VOTES TO APPROVE
THE PLAN OF CONVERSION?
A. The Conversion would not take place, and Community Bank would remain a
mutual savings institution.
31. Q. AS A QUALIFYING DEPOSITOR OR BORROWER OF COMMUNITY BANK, AM I REQUIRED
TO VOTE?
A. No. However, failure to return your proxy card or otherwise vote will
have the same effect as a vote AGAINST the Plan of Conversion.
32. Q. WHAT IS A PROXY CARD?
A. A proxy card gives you the ability to vote without attending the
Special Meeting in person. You may attend the meeting and vote, even
if you have returned your proxy card, if you choose to do so.
However, if you are unable to attend, you still are represented by
proxy. Previously executed proxies will not be used to vote for
approval of the Plan of Conversion, even if the respective members do
not execute another proxy or attend the Special Meeting and vote in
person.
33. Q. HOW CAN I GET FURTHER INFORMATION CONCERNING THE STOCK OFFERING?
A. You may call the Stock Information Center at (816) ________ for
further information or to request a copy of the Prospectus, a stock
order form, a proxy statement or a proxy card.
THIS INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY CBES BANCORP, INC. COMMON STOCK. SUCH OFFERS AND SOLICITATIONS
MAY BE MADE ONLY BY MEANS OF THE PROSPECTUS. COPIES OF THE PROSPECTUS MAY BE
OBTAINED BY CALLING THE STOCK INFORMATION CENTER AT (816) ______________.
THE SHARES OF CBES BANCORP, INC. COMMON STOCK BEING OFFERED ARE NOT SAVINGS
OR DEPOSIT ACCOUNTS AND ARE NOT INSURED BY THE SAVINGS ASSOCIATION INSURANCE
FUND OF THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.
IV. Officer and Director Support Brochure
A. Explanation
An Officer and Director Brochure merely highlights in brochure form the
purchase commitments shown in the Prospectus. This information is included
with the Question and Answer brochure.
B. Method of Distribution
This information will be distributed in the same manner as the Question and
Answer brochure.
PROPOSED MANAGEMENT AND DIRECTOR PURCHASES
Shares of
Name Common Stock Amount($)
- ---- ------------ ---------
Robert McCrorey 20,000 200,000
President and
Chairman of the Board
Larry E. Hermreck 20,000 200,000
Chief Executive Officer
Edgar L. Radley 7,000 70,000
Director
Rodney G. Rounkles 6,000 60,000
Director
Cecil E. Lamb 6,000 60,000
Director
Richard N. Cox 20,000 200,000
Director
Robert L. Lalumondier 1,000 10,000
Director
Other Officers (8 persons) 30,000 300,000
Total executive officers 110,000 $1,100,000
======= ==========
and directors as a group
(15 persons)
V. IRA Mailing
A. Explanation
A special IRA mailing is proposed to be sent to all IRA customers of the
Bank in order to alert the customers that funds held in an IRA can be used
to purchase stock. Since this transaction is not as simple as designating
funds from a certificate of deposit like a normal stock purchase, this
letter informs the customer that this process is slightly more detailed and
involves a personal visit to the Bank.
B. Quantity
One IRA letter is proposed to be mailed to each IRA customer of the Bank.
These letters would be mailed following OTS approval for the conversion and
after each customer has received the initial mailing containing a Proxy
Statement and a Prospectus.
C. Example - See following page.
Community Bank Letterhead
________, 1996
Dear Individual Retirement Account Participant:
As you know, Community Bank of Excelsior Springs, A Savings Bank is in the
process of converting from a federally chartered mutual savings bank to a
federally chartered stock savings bank and has formed CBES Bancorp, Inc. to
hold all of the stock of Community Bank (the "Conversion"). Through the
Conversion, certain current and former depositors and borrowers of Community
Bank have the opportunity to purchase shares of common stock of CBES Bancorp,
Inc. in a Subscription Offering. CBES Bancorp, Inc. currently is offering up
to 1,207,500 shares, subject to adjustment, of CBES Bancorp, Inc. at a price of
$10.00 per share.
As the holder of an individual retirement account ("IRA") at Community
Bank, you have an opportunity to become a shareholder in CBES Bancorp, Inc.
using funds being held in your IRA. If you desire to purchase shares of common
stock of CBES Bancorp, Inc. through your IRA, Community Bank can assist you in
self-directing those funds. This process can be done without an early
withdrawal penalty and generally without a negative tax consequence to your
retirement account.
If you are interested in receiving more information on self-directing your
IRA, please contact our Conversion Center at (816) __________. Because it may
take several days to process the necessary IRA forms, a response is requested by
_______, 1996 to accommodate your interest.
Sincerely,
Larry E. Hermreck
Chief Executive Officer
This letter is neither an offer to sell nor a solicitation of an offer to buy
CBES Bancorp, Inc. common stock. The offer is made only by the Prospectus, which
was recently mailed to you. THE SHARES OF CBES BANCORP, INC. COMMON STOCK ARE
NOT DEPOSITS AND WILL NOT BE INSURED BY THE FEDERAL DEPOSIT INSURANCE
---
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
VI. Counter Cards and Lobby Posters
A. Explanation
Counter cards and lobby posters serve two purposes: (1) As a notice to
Community Bank's customers and members of the local community that the
stock sale is underway and (2) to remind the customers of the end of the
Subscription Offering. Trident has learned in the past that many people
forget the deadline for subscribing and therefore we suggest the use of
these simple reminders.
B. Quantity
Approximately 2 - 3 Counter cards will be used at teller windows and on
customer service representatives' desk.
Approximately 1 - 2 Lobby posters will be used at each office of Community
Bank
C. Example
D. Size
The counter card will be approximately 8 1/2" x 11".
The lobby poster will be approximately 16" x 20".
C. POSTER
OR
COUNTER CARD
"TAKE STOCK IN OUR FUTURE"
"STOCK OFFERING MATERIALS
AVAILABLE HERE"
COMMUNITY BANK OF EXCELSIOR SPRINGS, A SAVINGS BANK
VII. Statement Stuffers
A. Explanation
A statement stuffer will be used to further inform the customers of
Community Bank of the sale and to make them aware of the expiration.
B. Method of Distribution
Statement Stuffers will be inserted into account statement mailings during
the offering period.
C. Example
D. Size
Statement stuffers will be approximately 6" x 2 3/4".
Statement Stuffer
________________________________________
STOCK OFFERING ENDS
SEPTEMBER __, 1996
________________________________________
VIII. Invitations
A. Explanation
In order to educate the public about the stock offering, Trident suggests
holding several Community meetings in various locations. In an effort to
target a group of interested investors Trident requests that each Director
of the Bank submit a list of friends that he would like to invite to a
Community meeting.
Prospectuses are given to each prospect at the Community meeting.
B. Quantity and Method of Distribution
Each Director submits a list of their prospects. An invitation is mailed
to each director's prospect, if utilized.
The Directors, Officers & Employees
of
Community Bank of Excelsior Springs, A Savings Bank
cordially invite you
to attend a brief presentation
regarding the stock offering
of CBES Bancorp, Inc.
Please join us at
Place
Address
on
Date
at Time
for hors d'oeuvres
R.S.V.P.
(816) _______________
Robert E. McCrorey, President and Chairman of the Board
Larry E. Hermreck, Chief Executive Officer
Edgar L. Radley, Director
Rodney G. Rounkles, Director
Cecil E. Lamb, Director
Richard N. Cox, Director
Robert L. Lalumondier, Director
IX. Letters
A. Explanation
Once the application for conversion has been approved by the OTS, Trident
will send out a series of three letters to the Officer's and Director's
targeted prospects. These letters are used to help facilitate the
marketing effort to this group. All prospects will receive a Prospectus as
soon as they are available.
B. Method of Distribution
Each Director submits his list of prospects. Each prospect is sent the
series of three letters all during the Subscription Offering.
C. Examples
1. Introductory letter
2. A. Thank you letter
or
B. Sorry you were unable to attend letter
3. Final reminder letter
Example 1
(Introductory Letter)
(Community Bank Letterhead)
August __, 1996
Name
Address
City, State, Zip
Dear ______________:
You have probably read recently in the newspaper that Community Bank of
Excelsior Springs, A Savings Bank will soon be converting from mutual to stock
form. This conversion is the biggest step in the history of Community Bank in
that it allows customers, community members, employees and directors the
opportunity to subscribe for stock in our new holding company - CBES Bancorp,
Inc.
I have enclosed a Prospectus and a stock order form which will allow you to
subscribe for shares and possibly become a charter stockholder of CBES Bancorp,
Inc. should you so desire. In addition, we will be holding several
presentations for friends of Community Bank in order to review the Conversion
and the merits of becoming a charter stockholder of CBES Bancorp, Inc. You
will receive an invitation shortly.
I hope that if you have any questions you will feel free to call me or
Community Bank's Stock Information Center at (816) ___________. I look forward
to seeing you at our presentation.
Sincerely,
Director
The shares of common stock offered in the conversion are not savings
accounts or deposits and will not be insured by the Federal Deposit Insurance
Corporation or any other government agency.
This is not an offer to sell or a solicitation of an offer to buy stock.
The offer will be made only by the Prospectus. There shall be no sale of stock
in any state in which any offer, solicitation of an offer or sale of stock would
be unlawful.
Example 2A
(Thank You Letter)
(Community Bank Letterhead)
___________, 1996
Name
Address
City, State, Zip
Dear ______________:
On behalf of the Board of Directors and management of Community Bank of
Excelsior Springs, A Savings Bank, I would like to thank you for attending our
recent presentation regarding the stock offering of CBES Bancorp, Inc. We are
enthusiastic about the stock offering and look forward to completing the
Subscription Offering on _______, 1996.
I hope that you will join me in being a charter stockholder, and once again
thank you for your interest.
Sincerely,
Larry E. Hermreck
Chief Executive Officer
The shares of common stock offered in the conversion are not savings
accounts or deposits and will not be insured by the Federal Deposit Insurance
Corporation or any other government agency.
This is not an offer to sell or a solicitation of an offer to buy stock.
The offer will be made only by the Prospectus. There shall be no sale of stock
in any state in which any offer, solicitation of an offer or sale of stock would
be unlawful.
Example 2B
(Sorry You Were Unable to Attend)
(Community Bank Letterhead)
____________, 1996
Name
Address
City, State, Zip
Dear ____________:
I am sorry you were unable to attend our recent presentation regarding
Community Bank's mutual to stock conversion. The Board of Directors and
management as a group are investing $1,100,000 of our own funds in CBES Bancorp,
Inc. We are enthusiastic about the stock offering and look forward to
completing the Subscription Offering on _______, 1996.
We have established a Stock Information Center to answer any questions
regarding the stock offering. Should you require any assistance between now and
_______, I encourage you either to stop by or call our Stock Information Center
at (816) _______________.
I hope you will join me in becoming a charter stockholder of CBES Bancorp,
Inc.
Sincerely,
Larry E. Hermreck
Chief Executive Officer
The shares of common stock offered in the conversion are not savings
accounts or deposits and will not be insured by the Federal Deposit Insurance
Corporation or any other government agency.
This is not an offer to sell or a solicitation of an offer to buy stock.
The offer will be made only by the Prospectus. There shall be no sale of stock
in any state in which any offer, solicitation of an offer or sale of stock would
be unlawful.
Example 3
(Final Reminder Letter)
(Community Bank Letterhead)
________, 1996
Name
Address
City, State, Zip
Dear ________________:
Just a quick note to remind you that the deadline is quickly approaching
for purchasing stock in CBES Bancorp, Inc., the proposed holding company for
Community Bank of Excelsior Springs, A Savings Bank. I hope you will join me in
becoming a charter stockholder in what will be Missouri's newest publicly owned
financial institution holding company.
The deadline for subscribing for shares in the Subscription Offering is
September __, 1996. If you have any questions, I hope you will call our Stock
Information Center in Excelsior Springs at (816) _______________.
Once again, I look forward to having you join me as a stockholder of CBES
Bancorp, Inc.
Sincerely,
Larry E. Hermreck
Chief Executive Officer
The shares of common stock offered in the conversion are not savings
accounts or deposits and will not be insured by the Federal Deposit Insurance
Corporation or any other government agency.
This is not an offer to sell or a solicitation of an offer to buy stock.
The offer will be made only by the Prospectus. There shall be no sale of stock
in any state in which any offer, solicitation of an offer or sale of stock would
be unlawful.
X. Proxy Reminder
A. Explanation
A proxy reminder is used when the majority of votes needed to adopt the
Plan of Conversion is still outstanding. The proxy reminder is mailed to
those "target vote" depositors who have not previously returned their
signed proxy.
The target vote depositors are determined by the conversion agent.
B. Example
C. Size
Proxy reminder is approximately 8 1/2" x 11".
B. Example
________________________________________________________________________________
P R O X Y R E M I N D E R
COMMUNITY BANK OF EXCELSIOR SPRINGS, A SAVINGS BANK
YOUR VOTE ON OUR STOCK CONVERSION PLAN HAS NOT BEEN RECEIVED.
- --------- ---------------------
YOUR VOTE IS VERY IMPORTANT, PARTICULARLY SINCE FAILURE TO VOTE IS EQUIVALENT TO
- ---------------------------
VOTING AGAINST THE PLAN.
VOTING FOR CONVERSION WILL NOT AFFECT THE INSURANCE OF YOUR ACCOUNTS. DEPOSIT
ACCOUNTS WILL CONTINUE TO BE FEDERALLY INSURED UP THE APPLICABLE LIMITS.
YOU MAY PURCHASE STOCK IF YOU WISH, BUT VOTING DOES NOT OBLIGATE YOU TO BUY
STOCK.
PLEASE ACT PROMPTLY! SIGN THE ENCLOSED PROXY CARD AND MAIL, OR DELIVER, THE
----------------------------
PROXY CARD TO COMMUNITY BANK TODAY. PLEASE VOTE ALL PROXY CARDS RECEIVED.
---
WE RECOMMEND THAT YOU VOTE TO APPROVE THE PLAN OF CONVERSION. THANK YOU.
THE BOARD OF DIRECTORS AND MANAGEMENT OF
COMMUNITY BANK OF EXCELSIOR SPRINGS, A
SAVINGS BANK
________________________________________________________________________________
IF YOU RECENTLY MAILED THE PROXY,
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST.
FOR FURTHER INFORMATION CALL (816) _______.