FIRST ALLEN PARISH BANCORP, INC.
PROPOSED HOLDING COMPANY FOR
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
OAKDALE, LOUISIANA
PROPOSED MARKETING MATERIALS
6-18-96
Marketing Materials for
First Allen Parish Bancorp, Inc.
Oakdale, Louisiana
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
XI. Cover Letters
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 First Federal 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:
Charles L. Galligan
(318) 335-2031
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
----------------------------------------------------------
CONVERSION TO STOCK FORM APPROVED
---------------------------------
Oakdale, Louisiana (__________, 1996) Charles L. Galligan, President of
First Federal Savings and Loan Association of Allen Parish ("First Federal" or
the "Association"), Oakdale, Louisiana, announced that First Federal has
received approval from the Office of Thrift Supervision to convert from a
federally chartered mutual savings and loan association to a federally chartered
stock savings and loan association. In connection with the Conversion, First
Federal has formed a holding company, First Allen Parish Bancorp, Inc., to hold
all of the outstanding capital stock of First Federal.
First Allen Parish Bancorp, Inc. is offering up to 287,500 shares of its
common stock, subject to adjustment, at a price of $10.00 per share. Certain
account holders and borrowers of the Association will have a preferred
opportunity to purchase 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 residing in Allen Parish, Louisiana.
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, First Federal will be structured in the
stock form of ownership as are all commercial banks and an increasing number of
savings institutions and will
be a subsidiary of First Allen Parish Bancorp, Inc. According to Mr. Galligan,
"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 First
Federal's Stock Information Center at (318) 335-4487, or visit First Federal's
office located at 222 South 10th Street, Oakdale, Louisiana 71463.
Press Release FOR IMMEDIATE RELEASE
---------------------
For More Information Contact:
Charles L. Galligan
(318) 335-2031
FIRST FEDERAL COMPLETES INITIAL STOCK OFFERING
----------------------------------------------
Oakdale, Louisiana - (September __, 1996) Charles L. Galligan, President of
First Federal Savings and Loan Association of Allen Parish ("First Federal"),
announced today that First Allen Parish Bancorp, Inc., the proposed holding
company for First Federal Savings and Loan Association of Allen Parish, has
completed its initial stock offering in connection with First Federal's
conversion from mutual to stock form. A total of _______ shares were sold at the
price of $10.00 per share.
On September __, 1996, First Federal's Plan of Conversion was approved by
First Federal's voting members at a special meeting of members.
Mr. Galligan said that the officers and board of directors of First Allen
Parish Bancorp, Inc. and First Federal wished to express their thanks for the
response to the stock offering and that First Federal 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 September __, 1996 on
the National Daily Quotation System "Pink Sheets". 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 First
Federal's customers and members of the local community that the conversion
offering is underway.
The intended use of advertisement "B" is to remind First Federal'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
representationto the contrary is unlawful.
NEW ISSUE AUGUST __, 1996
UP TO 287,500 SHARES
These shares are being offered pursuant
to a Plan of Conversion whereby
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
OF ALLEN PARISH
Oakdale, Louisiana, will
convert from a federal mutual savings and loan association to a
federal capital stock savings and loan association
and become a wholly owned subsidiary of
FIRST ALLEN PARISH BANCORP, INC.
COMMON STOCK
_______________
PRICE $10.00 PER SHARE
_______________
TRIDENT SECURITIES, INC.
For a copy of the prospectus call (318) 335-4487.
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)
- --------------------------------------------------------------------------------
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
SEPTEMBER __, 1996 IS THE DEADLINE TO
ORDER STOCK OF FIRST ALLEN PARISH BANCORP, INC.
Customers of First Federal Savings and Loan Association of Allen Parish
have the opportunity to invest in First Federal by subscribing
for common stock in its proposed holding company
FIRST ALLEN PARISH BANCORP, INC.
A prospectus relating to these securities is
available at our office or by calling our
Stock Information Center at (318) 335-4487.
This announcement is neither an offer to sell nor a
solicitation of an offer to buy the stock of
First Allen Parish 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 two 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 Association.
2. Question and Answer brochures are available in First Federal's
offices.
QUESTIONS AND ANSWERS
REGARDING
THE PLAN OF CONVERSION
On June 3, 1996, the Board of Directors of First Federal Savings and Loan
Association of Allen Parish ("First Federal" or the "Association") unanimously
adopted the Plan of Conversion, pursuant to which First Federal will convert
from a federally-chartered mutual savings and loan association to a federally-
chartered stock savings and loan association. In addition, all of First
Federal's outstanding capital stock will be issued to the holding company, First
Allen Parish Bancorp, Inc. (the "Holding Company"), which was organized by First
Federal to own First Federal as a subsidiary.
This brochure is provided to answer general questions you might have about
the Conversion. Following the Conversion, First Federal 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 First Federal's deposits or the terms or
conditions of any loans to existing borrowers under their individual contract
arrangements with First Federal.
For complete information regarding the conversion, see the Prospectus and
the Proxy Statement. Copies of each of the Prospectus and the Proxy Statement
may be obtained by calling the Stock Information Center at (318) 335-4487.
THIS INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY FIRST ALLEN PARISH 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 FIRST ALLEN PARISH BANCORP, INC. COMMON STOCK BEING OFFERED
IN THE SUBSCRIPTION AND 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.
FIRST ALLEN PARISH BANCORP, INC.
THE PROPOSED HOLDING COMPANY FOR
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
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. First
Federal currently operates as a federally chartered mutual savings and
loan association with no stockholders. Through the Conversion, First
Federal will become a federally chartered stock savings and loan
association, and the stock of its holding company, First Allen Parish
Bancorp, Inc. ("First Allen Parish Bancorp, Inc." or the "Company"),
will be held by stockholders who purchase stock in the Subscription
Offering and, if necessary, the Community and Syndicated Community
Offerings or in the open market following the Offerings.
2. Q. WHY IS FIRST FEDERAL CONVERTING?
A. First Federal, as a mutual savings and loan association, does not have
stockholders and has no authority to issue capital stock. By
converting to the stock form of organization, the Association 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
Association by providing a larger capital base from which the
Association 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 First Federal 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 1,000 mutual thrifts today.
First Federal believes that converting to the stock form of
organization will allow First Federal to more effectively compete with
local community banks, thrifts, and with statewide and regional banks,
which are in stock form. First Federal believes that by combining its
existing quality service and products with a local ownership base the
Association's customers and community members who become stockholders
will be inclined to do more business with First Federal.
Furthermore, because First Federal competes with local and regional
banks not only for customers, but also for employees, First Federal
believes that the stock form of organization will better afford First
Federal 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 FIRST FEDERAL'S MUTUAL TO STOCK CONVERSION BENEFICIAL TO THE
COMMUNITIES THAT THE ASSOCIATION 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 First Federal 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
anticipates that a significant portion of the shares of common stock
sold in the Offerings will be sold to residents of the Association's
"Local Community," which is comprised of Allen Parish.
4. Q. WHAT EFFECT WILL THE CONVERSION HAVE ON DEPOSIT ACCOUNTS AND
LOANS?
A. Terms and balances of accounts in First Federal 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 First
Federal.
5. Q. WILL THE CONVERSION CAUSE ANY CHANGES IN FIRST FEDERAL'S
PERSONNEL?
A. No. Both before and after the Conversion, First Federal'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 First Federal must adopt the Plan of
Conversion, which occurred on June 3, 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 First Federal'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, First Federal will become a subsidiary of First
Allen Parish Bancorp, Inc., a company organized by First Federal to
acquire all of the capital stock of First Federal 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 FIRST FEDERAL?
A. You will own stock in First Allen Parish Bancorp, Inc. However, First
Allen Parish Bancorp, Inc., as a holding company, will own all of the
outstanding capital stock of First Federal.
9. Q. WHY DID THE BOARD OF DIRECTORS FORM THE HOLDING COMPANY?
A. The Board of Directors believes that the conversion of First Federal
and the formation of the holding company will result in a stronger
financial institution with the ability to provide additional
flexibility to diversify the Association'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, COMMUNITY AND SYNDICATED COMMUNITY
OFFERINGS?
A. Under the Plan of Conversion adopted by First Federal, the Company is
offering shares of stock in the Subscription Offering to certain
current and former customers of the Association and to the
Association'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 Community Offering with preference
given to natural persons who are residents of the Association's Local
Community. These offerings are consistent with the board's objective
of First Allen Parish Bancorp, Inc. being a locally owned financial
institution. The Subscription and Community Offerings are being
managed by Trident Securities, Inc. It is anticipated that any shares
not subscribed for in either the Subscription or 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.
11. Q. MUST I PAY A COMMISSION TO BUY STOCK IN CONJUNCTION WITH THE
SUBSCRIPTION, 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, Community or Syndicated Community
Offerings.
12. Q. HOW MANY SHARES OF FIRST ALLEN PARISH BANCORP, INC. STOCK WILL BE
ISSUED IN THE CONVERSION?
A. It is currently expected that between 212,500 shares and 287,500
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
330,625.
13. Q. HOW WAS THE PRICE DETERMINED?
A. The aggregate Purchase Price is based upon an independent appraisal of
the aggregate pro forma market value of the Holding Company and the
Association as converted. The aggregate pro forma market value was
estimated by Ferguson & Co. LLP ("Ferguson"), an experienced
conversion appraisal firm independent of the Association, to range
from $2,125,000 to $2,875,000 at June 13, 1996.
14. Q. WHO IS ENTITLED TO BUY STOCK IN THE CONVERSION?
A. The shares of First Allen Parish 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 Association as of May 31, 1995 ("Eligible Account
Holders"), (ii) the Association's tax-qualified employee benefit plans
("Employee Plans"), and (iii) depositors of the Association as of
_______, 1996 ("Voting Record Date") and borrowers of the Association
with loans outstanding as of __________, ____ which continue to be
outstanding as of the Voting Record Date ("Other Members"), and other
members, officers and directors of First Federal 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 Community Offering to certain members of the
general public, with preference given to natural persons residing in
the Local Community. Shares, if any, not subscribed for in the
Subscription or 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 First Federal's Eligible Account
Holders, and Other Members and employees, officers and directors 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, 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, other than the ESOP,
together with any associate or group of persons acting in concert
currently is 10,000 shares.
17. Q. ARE THE BOARD OF DIRECTORS AND MANAGEMENT OF FIRST FEDERAL BUYING A
SIGNIFICANT AMOUNT OF THE STOCK OF THE HOLDING COMPANY?
A. Directors and executive officers of the Association are expected to
subscribe for _______ 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 Offering
and, if necessary, the 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 First Federal 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 First Federal may include
instructions on the stock order form requesting withdrawal from such
deposit account(s) to purchase shares of First Allen Parish 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 will be
offered in the Community Offering, which will begin as soon as
practicable after the end of the Subscription Offering. Persons who
wish to order stock in the Community Offering should return their
stock order form as soon as possible after the 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
(318) 335-4487 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 First Federal, 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
(318) 335-4487.
20. Q. WILL I RECEIVE INTEREST ON FUNDS I SUBMIT FOR A STOCK PURCHASE?
A. Yes. First Federal 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 First Federal 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 FIRST FEDERAL TO PAY FOR SHARES PURCHASED IN
THE CONVERSION?
A. No. Federal regulations prohibit First Federal 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. First Allen Parish 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, although it is unlikely that
an active and liquid trading market for the common stock will develop.
First Allen Parish Bancorp, Inc. has received approval to have the
Common Stock quoted on the National Daily Quotation System "Pink
Sheets", under the symbol "____."
23. Q. WHAT IS THE HOLDING COMPANY'S DIVIDEND POLICY?
A. The Board of Directors of the Holding Company currently intends to
establish a dividend policy following Conversion to pay a regular semi
annual cash dividend at an initial rate of $0.30 per share per annum.
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 Association 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 First Allen Parish 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 First Federal without the consent of First Federal.
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 First Federal at the
close of business on the Record Date for the Special Meeting (_______,
1996) and continue as such until the Special Meeting. If you were a
member on the 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 First Allen Parish Bancorp, Inc. stock in the
Subscription Offering.
29. Q. DID THE BOARD OF DIRECTORS OF FIRST FEDERAL UNANIMOUSLY ADOPT THE
CONVERSION?
A. Yes. First Federal'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 FIRST FEDERAL DOES NOT GET ENOUGH VOTES TO APPROVE THE
PLAN OF CONVERSION?
A. The Conversion would not take place, and First Federal would remain a
mutual savings institution.
31. Q. AS A QUALIFYING DEPOSITOR OR BORROWER OF FIRST FEDERAL, 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 (318) 335-4487 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 FIRST ALLEN PARISH 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 (318) 335-
4487.
THE SHARES OF FIRST ALLEN PARISH 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($)
- ---- ------------ ---------
Dr. James D. Sandefur
Chairman
Charles L. Galligan (TO BE COMPLETED)
President, CEO and Director
Jesse Boyd, Jr.
Director
James E. Riley
Director
J. L. Smith
Director
Leslie A. Smith
Director
T. H. Mayes
Emeritus
Betty Jean Parker
Secretary, Treasurer and
Chief Financial Officer
Total executive officers
and directors (8 persons) =
V. IRA Mailing
A. Explanation
A special IRA mailing is proposed to be sent to all IRA customers of the
Association 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 Association.
B. Quantity
One IRA letter is proposed to be mailed to each IRA customer of the
Association. 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.
First Federal Letterhead
________, 1996
Dear Individual Retirement Account Participant:
As you know, First Federal Savings and Loan Association of Allen Parish is
in the process of converting from a federally chartered mutual savings and loan
association to a federally chartered stock savings and loan association and has
formed First Allen Parish Bancorp, Inc. to hold all of the stock of First
Federal (the "Conversion"). Through the Conversion, certain current and former
depositors and borrowers of First Federal have the opportunity to purchase
shares of common stock of First Allen Parish Bancorp, Inc. in a Subscription
Offering. First Allen Parish Bancorp, Inc. currently is offering up to 287,500
shares, subject to adjustment, of First Allen Parish Bancorp, Inc. at a price of
$10.00 per share.
As the holder of an individual retirement account ("IRA") at First Federal,
you have an opportunity to become a shareholder in First Allen Parish Bancorp,
Inc. using funds being held in your IRA. If you desire to purchase shares of
common stock of First Allen Parish Bancorp, Inc. through your IRA, First Federal
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 (318) 335-4487. Because it may
take several days to process the necessary IRA forms, a response is requested by
_______, 1996 to accommodate your interest.
Sincerely,
Charles L. Galligan
President
This letter is neither an offer to sell nor a solicitation of an offer to buy
First Allen Parish Bancorp, Inc. common stock. The offer is made only by the
Prospectus, which was recently mailed to you. THE SHARES OF FIRST ALLEN PARISH
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
First Federal'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 First
Federal
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"
First Federal
VII. Statement Stuffers
A. Explanation
A statement stuffer will be used to further inform the customers of First
Federal 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 Association 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
First Federal Savings and Loan Association of Allen Parish
cordially invite you
to attend a brief presentation
regarding the stock offering
of First Allen Parish Bancorp, Inc.
Please join us at
Place
Address
on
Date
at Time
for hors d'oeuvres
R.S.V.P.
(318) _______________
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)
(First Federal Letterhead)
_______, 1996
Name
Address
City, State, Zip
Dear ______________:
You have probably read recently in the newspaper that First Federal Savings
and Loan Association of Allen Parish will soon be converting from mutual to
stock form. This conversion is the biggest step in the history of First Federal
in that it allows customers, community members, employees and directors the
opportunity to subscribe for stock in our new holding company - First Allen
Parish 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 First Allen
Parish Bancorp, Inc. should you so desire. In addition, we will be holding
several presentations for friends of First Federal in order to review the
Conversion and the merits of becoming a charter stockholder of First Allen
Parish Bancorp, Inc. You will receive an invitation shortly.
I hope that if you have any questions you will feel free to call me or
First Federal's Stock Information Center at (318) 335-4487. 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)
(First Federal Letterhead)
___________, 1996
Name
Address
City, State, Zip
Dear ______________:
On behalf of the Board of Directors and management of First Federal Savings
and Loan Association of Allen Parish, I would like to thank you for attending
our recent presentation regarding the stock offering of First Allen Parish
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,
Charles L. Galligan
President
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)
(First Federal Letterhead)
____________, 1996
Name
Address
City, State, Zip
Dear ____________:
I am sorry you were unable to attend our recent presentation regarding
First Federal's mutual to stock conversion. The Board of Directors and
management as a group presently intend to purchase in the Conversion $______ of
common stock of First Allen Parish 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 (318)
_______________.
I hope you will join me in becoming a charter stockholder of First Allen
Parish Bancorp, Inc.
Sincerely,
Charles L. Galligan
President
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)
(First Federal 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 First Allen Parish Bancorp, Inc., the proposed holding
company for First Federal Savings and Loan Association of Allen Parish. I hope
you will join me in becoming a charter stockholder in what will be Louisiana'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 Oakdale at (318) _______________.
Once again, I look forward to having you join me as a stockholder of First
Allen Parish Bancorp, Inc.
Sincerely,
Charles L. Galligan
President
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
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
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 TO 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 FIRST FEDERAL 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
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF ALLEN PARISH
________________________________________________________________________________
IF YOU RECENTLY MAILED THE PROXY,
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST.
FOR FURTHER INFORMATION CALL (318) 335-4487.
XI. Cover Letters for Initial Mailing
A. Explanation
These cover letters are used as an introduction for the Offering and Proxy
materials mailed to customers, friends and potential investors.
B. Examples
____________,1996
To Members and Friends of First Federal Savings and Loan Association of Allen
Parish:
Trident Securities, Inc., a member of the National Association of
Securities Dealers, Inc., is assisting First Federal Savings and Loan
Association of Allen Parish in its conversion to a capital stock savings
association and the concurrent offering of shares of the common stock by First
Allen Parish Bancorp, Inc. (the "Company"), a Louisiana corporation recently
formed for the purpose of acquiring all of the stock of First Federal Savings
and Loan Association of Allen Parish.
At the request of First Federal Savings and Loan Association of Allen
Parish, we are enclosing materials explaining the conversion process and your
right to subscribe for common shares of the Company. Please read the enclosed
offering materials carefully.
If you have any questions, please call our Stock Information Center at
(318) 335-4487.
Sincerely,
TRIDENT SECURITIES, INC.
THE SHARES OF COMMON STOCK OF FIRST ALLEN PARISH BANCORP, INC. OFFERED IN
CONNECTION WITH THE CONVERSION ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE SAVINGS
ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY. THIS IS NOT AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY COMMON STOCK OF FIRST ALLEN PARISH
BANCORP, INC. THE OFFER WILL BE MADE ONLY BY THE PROSPECTUS.
(First Federal Letterhead)
___________, 1996
Dear Valued Customer:
First Federal Savings and Loan Association of Allen Parish is pleased to
announce that we have received regulatory approval to proceed with our plan to
convert to a federally chartered stock savings and loan association, conditioned
upon receipt of approval by First Federal's members, among other things. This
stock Conversion is the most significant event in the history of First Federal
in that it allows customers, community members, directors and employees an
opportunity to own stock in First Allen Parish Bancorp, Inc., the proposed
holding company for First Federal.
Since 1962, First Federal has successfully operated as a mutual company.
We want to assure you that the Conversion will not affect the terms, balances,
interest rates or existing FDIC insurance coverage on deposits at First Federal,
or the terms or conditions of any loans to existing borrowers under their
individual contract arrangements with First Federal. Let us also assure you
that the stock Conversion will not result in any changes in the management,
personnel or the Board of Directors of First Federal.
A special meeting of the members of First Federal will be held on _______,
1996 at _______, Central Time at 222 South 10th Street, Oakdale, Louisiana to
consider and vote upon First Federal's Plan of Conversion. Enclosed is a proxy
card. Your Board of Directors solicits your vote "FOR" First Federal's Plan of
Conversion. A vote in favor of the Plan of Conversion does not obligate you to
purchase stock. If you do not plan to attend the special meeting, please sign
and return your proxy card promptly; your vote is important to us.
As one of our valued members, you have the opportunity to invest in First
Federal's future by purchasing stock in First Allen Parish Bancorp, Inc. during
the Subscription Offering, without paying a sales commission.
If you decide to exercise your subscription rights to purchase shares, you
must return a properly completed stock order form together with full payment for
the subscribed shares so that it is received by First Federal not later than
12:00 Noon, Central Time on September __, 1996.
We also have enclosed a Prospectus and Proxy Statement which fully describe
First Federal, its management, board and financial condition. Please review
these materials carefully before you vote or invest. For your convenience we
have established a Stock Information Center. If you have any questions, please
call the Stock Information Center at (318) 335-4487.
We look forward to continuing to provide quality financial services to you
in the future.
Sincerely,
Charles L. Galligan
Enclosures President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of First Allen Parish Bancorp, Inc. common stock offered in the
Conversion, nor does it constitute the solicitation of a proxy in connection
with the Conversion. Such offers and solicitations of proxies are made only by
means of the Prospectus and Proxy Statement. 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.
THE STOCK IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR
GUARANTEED.
(First Federal Letterhead)
____________, 1996
Dear Interested Investor:
First Federal Savings and Loan Association of Allen Parish is pleased to
announce that we have received regulatory approval to proceed with our plan to
convert to a federally chartered stock savings and loan association, conditioned
upon receipt of approval by First Federal's members, among other things. This
stock Conversion is the most significant event in the history of First Federal
in that it allows customers, community members, directors and employees an
opportunity to own stock in First Allen Parish Bancorp, Inc., the proposed
holding company for First Federal.
Since 1962, First Federal has successfully operated as a mutual company.
We want to assure you that the stock Conversion will not result in any changes
in the management, personnel or the Board of Directors of First Federal.
Enclosed is a Prospectus which fully describes First Federal, its
management, board and financial condition. Please review it carefully before
you make an investment decision. If you decide to invest, please return to
First Federal a properly completed stock order form together with full payment
for shares at your earliest convenience. For your convenience we have
established a Stock Information Center. If you have any questions, please call
the Stock Information Center at (318) 335-4487.
Sincerely,
Charles L. Galligan
President
Enclosures
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of First Allen Parish Bancorp, Inc. common stock offered in the
Conversion. Such offers are made only by means of 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.
THE STOCK IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR
GUARANTEED.
(First Federal Letterhead)
____________, 1996
Dear Friend:
First Federal Savings and Loan Association of Allen Parish is pleased to
announce that we have received regulatory approval to proceed with our plan to
convert to a federally chartered stock savings and loan association, conditioned
upon receipt of approval by First Federal's members, among other things. This
stock Conversion is the most significant event in the history of First Federal
in that it allows customers, community members, directors and employees an
opportunity to own stock in First Allen Parish Bancorp, Inc., the proposed
holding company for First Federal.
Since 1962, First Federal has successfully operated as a mutual company.
We want to assure you that the Conversion will not affect the terms, balances,
interest rates or existing FDIC insurance coverage on deposits at First Federal,
or the terms or conditions of any loans to existing borrowers under their
individual contract arrangements with First Federal. Let us also assure you
that the stock Conversion will not result in any changes in the management,
personnel or the Board of Directors of First Federal.
Our records indicate that you were a depositor of First Federal on
___________. Therefore, under applicable law, you are entitled to subscribe for
Common Stock in First Federal's Subscription Offering. Orders submitted by you
and others in the Subscription Offering are contingent upon the current members'
approval of the Plan of Conversion at a special meeting of members to be held on
_________, 1996 and upon receipt of all required regulatory approvals.
If you decide to exercise your subscription rights to purchase shares, you
must return a properly completed stock order form together with full payment for
the subscribed shares so that it is received at First Federal not later than
12:00 Noon, Central Time on _________, 1996.
Enclosed is a Prospectus which fully describes First Federal, its
management, board and financial condition. Please review it carefully before
you invest. For your convenience, we have established a Stock Information
Center. If you have any questions, please call the Stock Information Center at
(318) 335-4487.
Sincerely,
Charles L. Galligan
President
Enclosures
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of First Allen Parish Bancorp, Inc. common stock offered in the
Conversion, nor does it constitute the solicitation of a proxy in connection
with the Conversion. Such offers and solicitations of proxies are made only by
means of the Prospectus and Proxy Statement. 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.
THE STOCK IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR
GUARANTEED.