Exhibit 99.3
NORTH ARKANSAS BANCSHARES, INC.
PROPOSED HOLDING COMPANY FOR
NEWPORT FEDERAL SAVINGS BANK
NEWPORT, ARKANSAS
PROPOSED MARKETING MATERIALS
9-22-97
[DRAFT]
Marketing Materials
North Arkansas Bancshares, Inc.
Newport, Arkansas
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. Cover Letters
E. Explanation
F. Examples
V. IRA Mailing
A. Explanation
B. Quantity
C. IRA Mailing Example
VI. Individual Letters and Community Meeting Invitation
A. Explanation
B. Method of Distribution
C. Examples
VII. Counter Cards and Lobby Posters
A. Explanation
B. Quantity
VIII. Proxy Reminder
A. Explanation
B. Example
I. Press Releases
A. Explanation
In an effort to assure that all customers receive prompt accurate
information in a simultaneous manner, Trident advises the 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
- -----
PRESS RELEASE FOR IMMEDIATE RELEASE
---------------------
For More Information Contact:
Brad Snider
(870) 523-3611
NEWPORT FEDERAL SAVINGS BANK
-----------------------------
CONVERSION TO STOCK FORM APPROVED
---------------------------------
Newport, Arkansas (___________, 1997) - Brad Snider, President and CEO of
Newport Federal Savings Bank ("Newport Federal" or the "Bank"), Newport,
Arkansas, announced that Newport Federal 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,
Newport Federal has formed a holding company, North Arkansas Bancshares, Inc.,
to hold all of the outstanding capital stock of Newport Federal.
North Arkansas Bancshares, Inc. is offering up to 322,000 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 ________, 1997. Shares
that are not subscribed for during the Subscription Offering may be offered to
certain members of the general public in a Community Offering, with first
preference given to natural persons and trusts of natural persons who are
residents of Jackson County, Arkansas. The Subscription Offering and Community
Offering, if conducted, 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
_________, 1997.
As a result of the Conversion, Newport Federal will be structured in the
stock
form as are all commercial banks and an increasing number of savings
institutions and will be a wholly-owned subsidiary of North Arkansas Bancshares,
Inc. According to Mr. Snider, "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 Newport
Federal's Stock Information Center at (870) 523-3340, or visit Newport Federal's
office.
PRESS RELEASE FOR IMMEDIATE RELEASE
---------------------
For More Information Contact:
Brad Snider
(870) 523-3611
NEWPORT FEDERAL COMPLETES INITIAL STOCK OFFERING
------------------------------------------------
Newport, Arkansas - (____________, 1997) Brad Snider, President and CEO of
Newport Federal Savings Bank ("Newport Federal" or the "Bank"), announced today
that North Arkansas Bancshares, Inc., the holding company for Newport Federal,
has completed its initial stock offering in connection with the Bank's
conversion from mutual to stock form. A total of ____________ shares were sold
at the price of $10.00 per share.
On ____________, 1997, Newport Federal's Plan of Conversion was approved by
the Bank's voting members at a special meeting of members.
Mr. Snider stated, "The officers and boards of directors of North Arkansas
Bancshares, Inc. and Newport Federal express their thanks for the response to
the stock offering. Newport 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 on ____________, 1997 on the OTC
Bulletin Board. 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 Newport
Federal's customers and members of the local community that the conversion
offering is underway.
The intended use of advertisement "B" is to remind Newport 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
possibly 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 of the close of the Subscription Offering and the Community
Offering, if conducted.
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 __________, 1997
322,000 SHARES
These shares are being offered pursuant
to a Plan of Conversion whereby
NEWPORT FEDERAL
SAVINGS BANK
Newport, Arkansas, will
convert from a federal mutual savings bank to a
federal capital stock savings bank
and become a wholly owned subsidiary of
NORTH ARKANSAS BANCSHARES, INC.
COMMON STOCK
_______________
PRICE $10.00 PER SHARE
_______________
TRIDENT SECURITIES, INC.
For a copy of the prospectus call (870) 523-3340.
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.
NEWPORT FEDERAL
SAVINGS BANK
__________ __, 1997 IS THE DEADLINE TO
ORDER STOCK OF NORTH ARKANSAS BANCSHARES, INC.
Customers of Newport Federal Savings Bank
have the opportunity
to invest in Newport Federal Savings Bank
by subscribing
for common stock in its proposed holding company
NORTH ARKANSAS BANCSHARES, INC.
A Prospectus relating to these securities is
available at our office or by calling our
Stock Information Center at (870) 523-3340.
This announcement is neither an offer to sell nor a
solicitation of an offer to buy the stock of
North Arkansas Bancshares, 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 two purposes: a) to answer some of the most commonly
asked questions in "plain, everyday language"; and b) to highlight in
brochure form the purchase commitments of the Bank's officers and directors
shown in the Prospectus. 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 Newport Federal's office.
3. Question and Answer brochures are sent out in a standard information packet
to all interested investors who phone the Stock Information Center
requesting information.
PROPOSED OFFICER AND DIRECTOR PURCHASES
Name and Position Total Shares Amount of Purchase
- ----------------- ------------ ------------------
O.E. Guinn, Jr., Director
Kaneaster Hodges, Jr., Director
Paul K. Holmes, Director
John Minor, Director
Brad Snider, Director, President and
Chief Executive Officer
_______________________
All directors and executive officers,
as a group (5 persons) and their
associates *
* Represents ______ % of the total shares to be issued based upon the issuance
of 280,000 shares. Excludes amounts associated with the Bank's proposed ESOP
and MRP.
Q
&
A
QUESTIONS AND ANSWERS
NORTH ARKANSAS BANCSHARES, INC.
(THE PROPOSED HOLDING COMPANY FOR
NEWPORT FEDERAL SAVINGS BANK)
Questions and Answers Regarding the Subscription and Community Offerings
QUESTIONS AND ANSWERS
REGARDING
THE PLAN OF CONVERSION
On May 29, 1997, the Board of Directors of Newport Federal Savings Bank
("Newport Federal" or the "Bank") unanimously adopted the Plan of Conversion,
pursuant to which Newport Federal will convert from a federally-chartered mutual
savings bank to a federally-chartered stock savings bank. In addition, all of
Newport Federal's outstanding capital stock will be issued North Arkansas
Bancshares, Inc. (the "Holding Company"), which was organized by Newport
Federal to own Newport Federal as a subsidiary.
This brochure is provided to answer general questions you might have about the
Conversion. Following the Conversion, Newport 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 Newport Federal's deposits or the terms or
conditions of any loans to existing borrowers under their individual contract
arrangements with Newport Federal.
For complete information regarding the Conversion, see the Prospectus and the
Proxy Statement dated __________ __, 1997. Copies of each of the Prospectus and
the Proxy Statement may be obtained by calling the Stock Information Center at
(870) 523-3340.
THIS INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY NORTH ARKANSAS BANCSHARES, 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 NORTH ARKANSAS BANCSHARES, INC. COMMON STOCK BEING OFFERED IN THE
SUBSCRIPTION AND COMMUNITY OFFERINGS ARE NOT SAVINGS OR DEPOSIT ACCOUNTS AND
ARE NOT INSURED BY THE SAVINGS BANK INSURANCE FUND OF THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
MUTUAL TO STOCK CONVERSION
--------------------------
1. Q. WHAT IS A "CONVERSION"?
A. Conversion is a change in the legal form of organization. Newport
Federal currently operates as a federally-chartered mutual savings
bank with no stockholders. Through the Conversion, Newport Federal
will become a federally-chartered stock savings bank, and the stock of
its holding company, North Arkansas Bancshares, Inc. will be held by
stockholders who purchase stock in the Subscription and Community
Offerings or in the open market following the Offerings.
2. Q. WHY IS NEWPORT FEDERAL CONVERTING?
A. Newport Federal, 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 Newport Federal 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 Newport 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 under 800 mutual thrifts today.
Newport Federal believes that converting to the stock form of
organization will allow Newport Federal to more effectively compete
with local community, statewide and regional banks which are in stock
form. Newport Federal 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 Newport Federal.
Furthermore, because Newport Federal competes with local and regional
banks not only for customers, but also for employees, Newport Federal
believes that the stock form of organization will better afford
Newport 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 NEWPORT FEDERAL'S MUTUAL TO STOCK CONVERSION BENEFICIAL TO THE
COMMUNITIES THAT THE BANK SERVES?
A. Management believes that the structure of the Subscription and
Community Offerings is in the best interest of the communities that
Newport 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 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 (Jackson County,
Arkansas).
4. Q. WHAT EFFECT WILL THE CONVERSION HAVE ON DEPOSIT ACCOUNTS AND LOANS?
A. Terms and balances of accounts in Newport 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 Newport
Federal.
5. Q. WILL THE CONVERSION CAUSE ANY CHANGES IN NEWPORT FEDERAL'S PERSONNEL?
A. No. Both before and after the Conversion, Newport 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 Newport Federal must adopt the Plan
of Conversion, which occurred on May 29, 1997. 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 Newport Federal's voting members. A Special Meeting of voting
members will be held on ____________, 1997, 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, Newport Federal will become a subsidiary of North
Arkansas Bancshares, Inc., a company organized by Newport Federal to
acquire all of the capital stock of Newport 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 NEWPORT FEDERAL?
A. You will own stock in North Arkansas Bancshares, Inc. However, North
Arkansas Bancshares, Inc., as a holding company, will own all of the
outstanding capital stock of Newport Federal.
9. Q. WHY DID THE BOARD OF DIRECTORS FORM THE HOLDING COMPANY?
A. The Board of Directors believes that the Conversion of Newport 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 Bank's business activities. The Holding
Company will also be able to use stock-based incentive programs to
attract and retain executive and other personnel.
ABOUT BECOMING A STOCKHOLDER
----------------------------
10. Q. WHAT ARE THE SUBSCRIPTION AND COMMUNITY OFFERINGS?
A. Under the Plan of Conversion adopted by Newport Federal, 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 Community Offering with preference given to
natural persons who are residents of the Bank's Local Community
(Jackson County, Arkansas). These Offerings are consistent with the
board's objective of North Arkansas Bancshares, Inc. being a locally
owned financial institution. The Subscription Offering and Community
Offering, if conducted, 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 OR SYNDICATED COMMUNITY OFFERINGS?
A. No. You will not pay a commission to buy the stock if the stock is
purchased in the Subscription Offering or Community Offering, if
conducted.
12. Q. HOW MANY SHARES OF NORTH ARKANSAS BANCSHARES, INC. STOCK WILL BE
ISSUED IN THE CONVERSION?
A. It is currently expected that between 238,000 shares and 322,000
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
370,330.
13. Q. HOW WAS THE PRICE DETERMINED?
A. The aggregate price of the common stock was determined by Ferguson &
Company, 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 Newport Federal 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 North Arkansas Bancshares, Inc. to be issued in the
Conversion are being offered in the Subscription Offering in the
following order of priority to: (i) "Eligible Account Holders" who had
deposit accounts of at least $50.00 on December 31, 1995 (ii) the
Bank's ESOP, (iii) "Supplemental Eligible Account Holders" who had
deposit accounts of at least $50.00 on ___________, 1997 other than
Eligible Account Holders (iv) "Other Members" who were depositors or
borrowers of the Bank as of _____________, 1997, other than Eligible
Account Holders and Supplemental Eligible Account Holders, subject to
the priorities and purchase limitations set forth in the Plan of
Conversion.
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.
Shares, if any, 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
Bank's Local Community (Jackson County, Arkansas). Shares, if any, not
subscribed for in the Subscription or Community Offerings may be
offered to the general public in a Syndicated Community Offering.
15. Q. ARE THE SUBSCRIPTION RIGHTS TRANSFERABLE?
A. No. Persons are prohibited from transferring or entering into any
agreement or understanding to transfer the legal or beneficial
ownership of their subscription rights. Only the person to whom they
are granted may exercise subscription rights and only for his account.
We will pursue any and all legal and equitable remedies in the event
we become aware of the transfer of subscription rights and will not
honor orders believed by us to involve the transfer of subscription
rights.
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 purchase in the
Subscription Offering is 5,000 shares or ($50,000), for any individual
person or persons ordering through a single account. Eligible Account
Holders, Supplemental Eligible Account Holders, and Other Members with
more than one account at Newport on the applicable eligibility record
date may purchase up to 5.0% of the total offering of shares (14,000
shares if a total of 280,000 shares are sold).
17. Q. ARE THE BOARD OF DIRECTORS AND MANAGEMENT OF NEWPORT FEDERAL BUYING A
SIGNIFICANT AMOUNT OF THE STOCK OF THE HOLDING COMPANY?
A. Directors and executive officers of the Bank 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 or 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 instructions for withdrawal from a Newport Federal deposit account
to Newport Federal in the postage-paid envelope provided. The stock
order form and payment or withdrawal authorization instructions must
be received prior to the close of the Subscription Offering, which
will terminate at 12:00 p.m., Local Time, on __________ __, 1997,
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
Newport Federal may include instructions on the stock order form
requesting withdrawal from such deposit account(s) to purchase shares
of North Arkansas Bancshares, 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 Community Offering,
which may commence at any time after the commencement of the
Subscription Offering and may terminate at any time without notice,
but may not terminate later than ______________, 1997. 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. Members of the general public should contact the Stock
Information Center at (870) 523-3340 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 Newport 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
_________. For additional information, call the Stock Information
Center at (870) 523-3340.
20. Q. WILL I RECEIVE INTEREST ON FUNDS I SUBMIT FOR A STOCK PURCHASE?
A. Yes. Newport 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 Newport 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 NEWPORT FEDERAL TO PAY FOR SHARES PURCHASED
IN THE CONVERSION?
A. No. Federal regulations prohibit Newport 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. North Arkansas Bancshares, 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. North Arkansas Bancshares,
Inc. has requested that Trident Securities, Inc. make a market for the
Common Stock through the OTC Electronic Bulletin Board. However, it is
unlikely that an active trading market for the Common Stock will
develop, and there can be no assurance that the shares of Common Stock
being offered in the Conversion can be resold at or above the $10.00
purchase price.
23. Q. WHAT IS THE HOLDING COMPANY'S DIVIDEND POLICY?
A. Although no decision has been made yet regarding the payment of
dividends, the Holding Company may consider a policy of paying cash
dividends on the Common Stock following the Conversion. Dividends will
be subject to determination and declaration by the Board of Directors,
which will take into account a number of factors, including the
proceeds of the offering, investment opportunities, capital
requirements, regulatory limitations, operating results and financial
condition, tax considerations, and general economic conditions. There
can be no assurance that dividends will be paid on 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 North Arkansas Bancshares, 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 OR MODIFY MY ORDER?
A. No. Your order cannot be canceled, withdrawn or modified once it has
been received by Newport Federal without the consent of Newport
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 ____________, 1997 if you were a depositor or borrower of Newport
Federal at the close of business on the Voting Record Date (_______,
1997) 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 North Arkansas Bancshares, Inc. stock in the
Subscription Offering.
29. Q. DID THE BOARD OF DIRECTORS OF NEWPORT FEDERAL UNANIMOUSLY ADOPT
THE PLAN OF CONVERSION?
A. Yes. Newport 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 NEWPORT FEDERAL DOES NOT GET ENOUGH VOTES TO APPROVE
THE PLAN OF CONVERSION?
A. The Conversion would not take place, and Newport Federal would remain
a mutual savings bank.
31. Q. AS A QUALIFYING DEPOSITOR OR BORROWER OF NEWPORT 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. If you received more than one informational
packet, then you should vote the proxy cards in all packets. Your
proxy card(s) is (are) located in the window sleeve of your
informational packet(s).
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, other than those proxies sent pursuant to the Conversion,
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 (870) 523-3340 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 NORTH ARKANSAS BANCSHARES, 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 (870) 523-3340.
THE SHARES OF NORTH ARKANSAS BANCSHARES, INC. COMMON STOCK BEING
OFFERED ARE NOT SAVINGS OR DEPOSIT ACCOUNTS AND ARE NOT INSURED BY THE
SAVINGS BANK INSURANCE FUND OF THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
IV. Cover Letters for Initial Mailing
A. Explanation
These cover letters are used as an introduction for the Offering and Proxy
materials mailed to potential investors.
B. Examples
*Sent to members with proxy card and stock order form
(Newport Federal Letterhead)
____________, 1997
Dear Valued Customer:
Newport Federal Savings Bank ("Newport Federal" or the "Bank") is pleased
to announce that it has received regulatory approval to proceed with its plan to
convert to a federally-chartered stock savings bank. This stock conversion is
the most significant event in the history of Newport Federal in that it allows
customers, community members, directors and employees an opportunity to own
stock in North Arkansas Bancshares, Inc., the proposed holding company for the
Bank.
For over 63 years, Newport 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 deposits at the
Bank, or the terms or conditions of any loans to existing borrowers under their
individual contract arrangements with the Bank. Let us also assure you that the
Conversion will not result in any changes in the management, personnel or the
Board of Directors of the Bank.
As one of our valued members, you have the opportunity to invest in the
Bank's future by purchasing stock in North Arkansas Bancshares, Inc. during the
Subscription Offering, without paying a sales commission.
If you decide to exercise your subscription rights to purchase shares, you
must return the properly completed stock order form together with full payment
for the subscribed shares so that it is received by the Bank not later than
12:00 p.m. Local Time on __________, 1997.
Enclosed is a proxy card. Your Board of Directors solicits your vote "FOR"
the Bank's Plan of Conversion. A vote in favor of the Plan does not obligate
you to purchase stock. Please sign and return your proxy card promptly; your
vote is important to us.
We have also enclosed a Prospectus and Proxy Statement which fully
describes the Bank, its management, board and financial strength and the Plan
of Conversion. Please review it 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 collect at (870) 523-3340.
We look forward to continuing to provide quality financial services to you
in the future.
Sincerely,
Brad Snider
President and CEO
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of North Arkansas Bancshares, 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 WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
*Sent to non-customers requesting information. Or with information in the event
of a Community Offering.
(Newport Federal Letterhead)
____________, 1997
Dear Interested Investor:
Newport Federal Savings Bank ("Newport Federal" or the "Bank") is pleased
to announce that it has received regulatory approval to proceed with its plan to
convert to a federally-chartered stock savings bank. This stock conversion is
the most significant event in the history of the Bank in that it allows
customers, community members, directors and employees an opportunity to own
stock in North Arkansas Bancshares, Inc., the proposed holding company for the
Bank.
For over 63 years, Newport 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 the Bank's
deposits, or the terms or conditions of any loans to existing borrowers under
their individual contract arrangements with the Bank.
Let us also assure you that the Conversion will not result in any changes
in the management, personnel or the Board of Directors of the Bank.
Enclosed is a Prospectus which fully describes the Bank, its management,
board and financial strength. Please review it carefully before you make an
investment decision. If you decide to invest, please return to the Bank a
properly completed stock order form together with full payment for shares at
your earliest convenience but not later than 12:00 p.m. Local Time on _________,
1997. For your convenience we have established a Stock Information Center. If
you have any questions, please call the Stock Information Center collect at
(870) 523-3340.
We look forward to continuing to provide quality financial services to you
in the future.
Sincerely,
Brad Snider
President and CEO
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of North Arkansas Bancshares, 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 WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
*Sent to members who do not have a qualifying account on the Voter Record Date
and cannot vote.
(Newport Federal Letterhead)
____________, 1997
Dear Friend:
Newport Federal Savings Bank ("Newport Federal" or the "Bank") is pleased
to announce that we have received regulatory approval to proceed with its plan
to convert to a federally-chartered stock savings bank. This stock conversion
is the most significant event in the history of Newport Federal in that it
allows customers, community members, directors and employees an opportunity to
own stock in North Arkansas Bancshares, Inc., the proposed holding company for
the Bank.
For over 63 years, Newport 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 the Bank's
deposits, or the terms or conditions of any loans to existing borrowers under
their individual contract arrangements with the Bank.
Let us also assure you that the Conversion will not result in any changes
in the management, personnel or the Board of Directors of the Bank.
Our records indicate that you were a depositor of the Bank on __________,
but that you were not a member on _____________, 1997. Therefore, under
applicable law, you are entitled to subscribe for Common Stock in North Arkansas
Bancshares, Inc.'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
_________, 1997 and upon receipt of all required regulatory approvals.
If you decide to exercise your subscription rights to purchase shares, you
must return the properly completed stock order form together with full payment
for the subscribed shares so that it is received at the Bank not later than
12:00 p.m. Local Time on _________, 1997.
Enclosed is a Prospectus which fully describes the Bank, its management,
board and financial strength. 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 collect at
(870)523-3340.
We look forward to continuing to provide quality financial services to you
in the future.
Sincerely,
Brad Snider
President and CEO
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of North Arkansas Bancshares, 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 WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
*Sent to Members in Non-Blue Sky States, who can vote but will not receive an
order form.
(Newport Federal Letterhead)
___________, 1997
Dear Member:
As a qualified member of Newport Federal Savings Bank ("Newport Federal" or
the "Bank"), you have the right to vote upon the Bank's proposed Plan of Holding
Company Conversion and also generally have the right to subscribe for shares of
common stock of North Arkansas Bancshares, Inc., the proposed holding company
for Newport Federal through the mutual to stock conversion of Newport Federal.
However, the proposed plan of Holding Company Conversion provides that North
Arkansas Bancshares, Inc. will not offer stock in any state in which compliance
with the securities laws would be impracticable for reasons of cost or
otherwise. Unfortunately, the securities laws of your state would require North
Arkansas Bancshares, Inc. to register its common stock and /or its employees in
order to sell the common stock to you. Such registration would be prohibitively
expensive or otherwise impracticable in light of the few members residing in
your state.
You may vote on the proposed Plan of Holding Company Conversion and we urge
you to read the enclosed Summary Proxy Statement and execute the enclosed
Revocable Proxy. Questions regarding the execution of the Revocable Proxy
should be directed to Newport Federal's Stock Information Center at
(870) 523-3340.
Sincerely,
Brad Snider
President and CEO
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of North Arkansas Bancshares, 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 WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
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.
*May be sent to IRA customers
(Newport Federal Letterhead)
__________ __, 1997
Dear Individual Retirement Account Participant:
As you know, Newport Federal 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 North Arkansas Bancshares, Inc. to hold all of the
stock of Newport Federal (the "Conversion"). Through the Conversion, certain
current and former depositors and borrowers of Newport Federal have the
opportunity to purchase shares of common stock of North Arkansas Bancshares,
Inc. in a Subscription Offering. North Arkansas Bancshares, Inc. currently is
offering up to 322,000 shares, subject to adjustment, of North Arkansas
Bancshares, Inc. at a price of $10.00 per share.
As the holder of an individual retirement account ("IRA") at Newport
Federal, you have an opportunity to become a shareholder in North Arkansas
Bancshares, Inc. using funds being held in your IRA. If you desire to purchase
shares of common stock of North Arkansas Bancshares, Inc. through your IRA,
Newport 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.
Due to the added paperwork required to complete a stock purchase using IRA
funds, the deadline for IRA purchases is _________, 1997. If you are interested
in ordering North Arkansas Bancshares, Inc. Common stock utilizing IRA funds,
you must contact our Conversion Center before the deadline at (870) 523-3340.
Sincerely,
Brad Snider
President and CEO
This letter is neither an offer to sell nor a solicitation of an offer to buy
North Arkansas Bancshares, Inc. common stock. The offer is made only by the
Prospectus, which was recently mailed to you.
THE SHARES OF NORTH ARKANSAS BANCSHARES, INC. COMMON STOCK ARE NOT
DEPOSITS AND WILL NOT BE INSURED BY THE FEDERAL DEPOSIT INSURANCE
---
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
VI. Individual Letters and Community Meeting Invitations
A. Explanation
In order to educate the public about the stock offering, Trident suggests
holding 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 acquaintances that he or she would like to invite to
a community meeting.
B. Method of Distribution of Invitations and Prospect Letters
Each Director submits his list of prospects.
Invitations are sent to each Director's prospects through the mail. All
invitations are preceded by a Prospectus and all attendees are given a
Prospectus at the meeting. Letters will be sent to prospects to thank them
for their attendance and to remind them of closing dates.
C. Examples enclosed.
The Directors and Officers
of
Newport Federal Savings Bank
cordially invite you to attend a brief
presentation regarding the stock
offering of
North Arkansas Bancshares, Inc.,
our proposed holding company
Please join us at the
--------------
---------------------
---------------------------
------------
------------
for refreshments
PLEASE RESPOND BY ____________ TO RESERVE A SEAT
R.S.V.P. (870) 523-3340
Sent to prospects who are customers*
_______________, 1997
Name
Address
City, State ZIP
Dear Mr. and Mrs. Prospect
Recently you may have read in the newspaper that Newport Federal Savings
Bank ("Newport Federal" or the "Bank") will convert from a federally-chartered
mutual savings bank to a federally-chartered stock savings bank. This is the
most significant event in the history of the Bank in that it allows customers,
employees and directors the opportunity to share in Newport Federal's future by
becoming charter stockholders of the Bank's newly-formed holding company, North
Arkansas Bancshares, Inc.
As a customer of Newport Federal, you should have received a packet of
information regarding the conversion, including a Prospectus and a Proxy
Statement. In addition, we are holding several presentations for friends of the
officers and directors to discuss the stock offering in more detail. You will
receive an invitation in the near future.
Please feel free to call me or the Newport Federal's Stock Information
Center at (870) 523-3340 if you have any questions. I look forward to seeing
you at one of our informational presentations.
Sincerely,
Brad Snider
President and CEO
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of North Arkansas Bancshares, 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 the Summary Proxy Statement, respectively. 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 WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
*Sent to prospects who are not customers*
____________, 1997
Name
Address
City, State ZIP
Dear Mr. and Mrs. Prospect
Recently you may have read in the newspaper that Newport Federal Savings
Bank ("Newport Federal" or the "Bank") will be converting from a federally-
chartered mutual savings bank to a federally-chartered stock savings bank. This
is the most significant event in the history of the Bank in that it allows
customers, employees and directors the opportunity to share in Newport Federal's
future by becoming charter stockholders of the Bank's holding company, North
Arkansas Bancshares, Inc.
[Director] has asked that you be sent a Prospectus and stock order form
which will allow you to become a charter stockholder, should you desire. In
addition, we are holding several presentations for friends of the officers and
directors of Newport Federal to discuss the stock offering in more detail. You
will receive an invitation in the near future.
Please feel free to call me or the Newport Federal's Stock Information
Center at (870) 523-3340 if you have any questions. I look forward to seeing
you at one of our information presentations.
Sincerely,
Brad Snider
President and CEO
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of North Arkansas Bancshares, 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 the Summary Proxy Statement, respectively. 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 WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
*Sent to those attending a community meeting*
____________, 1997
Name
Address
City, State ZIP
Dear Mr. and Mrs. Prospect
Thank you for attending our informational presentation relating to Newport
Federal Savings Bank's conversion to a stock company. The information presented
at the meeting and the Prospectus you recently received should assist you in
making an informed investment decision.
Obviously, we are excited about this stock offering and the opportunity to
share in the future of Newport Federal. This conversion is the most important
event in our history and it gives the Bank the strength to compete in the future
and will provide the Bank additional corporate flexibility.
We may contact you in the near future to get an indication of your interest
in our offering. If you make a decision to invest, please return your order
form no later than ___________, 1997. If you have any questions, please call
the Stock Information Center at (870) 523-3340.
Sincerely,
Brad Snider
President and CEO
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of North Arkansas Bancshares, 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 the Summary Proxy Statement, respectively. 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 WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
* Sent to those not attending a community meeting *
_________, 1997
Name
Address
City, State ZIP
Dear Mr. and Mrs. Prospect
I am sorry you were unable to attend our recent presentation regarding
Newport Federal Savings Bank's mutual to stock conversion. The Board of
Directors and management team of Newport Federal are committed to contributing
to long term shareholder value and as a group we are personally investing
approximately $____________ of our own funds. We are enthusiastic about the
stock offering and the opportunity to share in the future of Newport Federal.
We have established a Stock Information Center to assist you with any
questions regarding the stock offering. Should you require any assistance
between now and ___________, 1997, I encourage you to either stop by our Stock
Information Center or call (870) 523-3340.
I hope you will join me as a charter stockholder in North Arkansas
Bancshares, Inc.
Sincerely,
Brad Snider
President and CEO
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of North Arkansas Bancshares, 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 the Summary Proxy Statement, respectively. 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 WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
* Final Reminder Letter *
_________, 1997
Name
Address
City, State ZIP
Dear Mr. and Mrs. Prospect
I am writing to remind you that the deadline for purchasing stock in North
Arkansas Bancshares, Inc. is quickly approaching. I hope you will join me in
becoming a charter stockholder in one of Arkansas's newest publicly owned
financial institutions.
The deadline for becoming a charter stockholder is ____________, 1997. If
you have any questions, please call our Stock Information Center at
(870) 523-3340.
Once again, I look forward to having you join me as a charter stockholder
in North Arkansas Bancshares, Inc.
Sincerely,
Brad Snider
President and CEO
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of North Arkansas Bancshares, 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 the Summary Proxy Statement, respectively. 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 WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
VII. Counter Cards and Lobby Posters
A. Explanation
Counter cards and lobby posters serve two purposes: (1) As a notice to
Newport 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 Newport Federal's office.
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"
"NORTH ARKANSAS BANCSHARES, INC.
STOCK OFFERING MATERIALS
AVAILABLE HERE"
NEWPORT FEDERAL SAVINGS BANK
VIII. 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
NEWPORT FEDERAL 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 THE 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 NEWPORT 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 MAN
AGE
MENT
OF
NEWPORT FEDERAL SAVINGS BANK
________________________________________________________________________________
IF YOU RECENTLY MAILED THE PROXY,
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST.
FOR FURTHER INFORMATION CALL (870) 523-3340.
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of North Arkansas Bancshares, 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 the Summary Proxy Statement, respectively. 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 WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.