August 13, 1998
Dear Valued Borrower:
We are pleased to announce that our bank is reorganizing into the mutual
holding company form of organization. Gouverneur Bancorp, Inc. will own all the
stock of our bank and Cambray Mutual Holding Company will own a majority of the
stock of Gouverneur Bancorp, Inc. The remainder is being offered to our
depositors and, if not all sold to our depositors and our employee stock
ownership plan, it will be offered in a community offering with a preference to
residents of St. Lawrence, Jefferson and Lewis counties. The terms and
conditions of your loans from the bank will not change as a result of the
Reorganization.
To accomplish the Reorganization, our Plan of Reorganization must be
approved by our depositors and borrowers. A special meeting will be held on
September 24, 1998 to obtain that approval. Enclosed is a proxy card which will
allow you to cast your vote. We urge you to vote "YES" on the Reorganization
proposal listed on the proxy card. You need not vote on the proposal to convert
from a state to a federal charter because that matter involves only depositors.
Please sign the proxy card, mark your choice, and return the card to us in the
enclosed blue proxy return envelope as soon as possible. You can still come to
the meeting and vote in person even if you return your proxy card. Failure to
vote has the same effect as voting against the Reorganization, so please be sure
to return your proxy card.
You may also have the opportunity to subscribe for stock of Gouverneur
Bancorp, Inc. if you were a depositor as of March 31, 1997, June 30, 1998 or
July 31, 1998, with an account balance of at least $50. If you have subscription
rights, you will receive, along with this letter, a separate letter to
depositors and an order form.
Further information about voting is contained in the enclosed Prospectus
and Proxy Statement. Please read both documents carefully before deciding how to
vote. We have also enclosed a Question and Answer brochure which gives
information about the Reorganization. If you have any questions, you may call or
stop by our Stock Information Center Monday through Friday during bank business
hours at 42 Church Street, Gouverneur, New York 13642 (315) 287- 4293.
We look forward to continuing to provide you with quality financial
services in the future.
Sincerely,
/s/ Signature appears in original
Richard F. Bennett, President and CEO
THE COMMON STOCK BEING OFFERED IS NOT A DEPOSIT ACCOUNT AND IS NOT INSURED BY
THE FDIC OR ANY OTHER GOVERNMENT AGENCY. THIS IS NOT AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE
PROSPECTUS.
August 13, 1998
Dear Valued Customer:
We are pleased to announce that our bank is reorganizing into the mutual
holding company form of organization. Gouverneur Bancorp, Inc. will own all the
stock of our bank and Cambray Mutual Holding Company will own a majority of the
stock of Gouverneur Bancorp, Inc. The remainder of the stock is being offered
first to our depositors.
As a depositor on March 31, 1997 or June 30, 1998, you have the right to
submit an order form to purchase stock of Gouverneur Bancorp, Inc. You are not
required to buy any stock. First priority subscription rights go to depositors
with accounts of at least $50 at March 31, 1997. Other depositors have lower
subscription priorities. If you want to buy stock, you must submit the enclosed
order form so it is received by the Bank, no later than noon, New York time, on
September 23, 1998.
Further information about purchasing stock is contained in the enclosed
Prospectus. Please read it carefully before deciding whether to purchase any
stock. We have also enclosed a Question and Answer brochure which gives
information about the Reorganization and the stock offering. If you have any
questions, you may call or stop by our Stock Information Center Monday through
Friday during bank business hours at 42 Church Street, Gouverneur, New York
13642 (315) 287- 4293.
Sincerely,
/s/ Signature appears in original
Richard F. Bennett, President and CEO
THE COMMON STOCK BEING OFFERED IS NOT A DEPOSIT ACCOUNT AND IS NOT INSURED BY
THE FDIC OR ANY OTHER GOVERNMENT AGENCY. THIS IS NOT AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE
PROSPECTUS.
August 13, 1998
Dear Valued Customer:
We are pleased to announce that our bank is reorganizing into the mutual
holding company form of organization. Gouverneur Bancorp, Inc. will own all the
stock of our bank and Cambray Mutual Holding Company will own a majority of the
stock of Gouverneur Bancorp, Inc. The remainder of the stock is being offered
first to our depositors.
It is important to remember that:
o Your deposits will still be insured by the FDIC up to applicable
limits
o If you have any loans from the bank, the terms of your loans will not
change o You are not required to buy any stock
To accomplish the Reorganization, we need the approval of our depositors on
two proposals. Special meetings will be held on September 24, 1998 to obtain
those approvals. Enclosed is a proxy card which will allow you to cast your
vote. We urge you to vote "YES" on both proposals so that the Reorganization can
occur. Please sign the proxy card, mark your choice, and return the card to us
in the enclosed blue proxy return envelope as soon as possible. You can still
come to the meeting and vote in person even if you return your proxy card.
Failure to vote has the same effect as voting against the Reorganization, so
please be sure to return your proxy card.
You also have the right to submit an order form to purchase stock of
Gouverneur Bancorp, Inc. First priority subscription rights go to depositors
with accounts of at least $50 at March 31, 1997. Other depositors have lower
subscription priorities. If you want to buy stock, you must submit the enclosed
order form so it is received by the Bank, no later than noon, New York time, on
September 23, 1998.
Further information about voting and purchasing stock is contained in the
enclosed Prospectus and Proxy Statement. Please read both documents carefully
before deciding how to vote or whether to purchase any stock. We have also
enclosed a Question and Answer brochure which gives information about the
Reorganization and the stock offering. If you have any questions, you may call
or stop by our Stock Information Center Monday through Friday during bank
business hours at 42 Church Street, Gouverneur, New York 13642 (315) 287-4293.
Sincerely,
/s/ Signature appears in original
Richard F. Bennett, President and CEO
THE COMMON STOCK BEING OFFERED IS NOT A DEPOSIT ACCOUNT AND IS NOT INSURED BY
THE FDIC OR ANY OTHER GOVERNMENT AGENCY. THIS IS NOT AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE
PROSPECTUS.
August 13, 1998
Dear Depositor:
As a qualified depositor of Gouverneur Savings and Loan Association
("Gouverneur Savings"), you have the right to vote upon Gouverneur Savings'
proposed Plan of Reorganization. However, the Plan of Reorganization provides
that Gouverneur Bancorp, Inc. will not offer shares 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
Gouverneur Bancorp, Inc. to register its common shares and /or its employees in
order to sell the common shares to you. Such registration would be prohibitively
expensive or otherwise impracticable. Therefore, the Common Stock of Gouverneur
Bancorp, Inc. is not being offered generally to persons in your state.
You may vote on the proposed Plan of Reorganization and we urge you to read
the enclosed Proxy Statement and Prospectus and execute the enclosed proxy card.
Please return your proxy card in the enclosed blue proxy return envelope.
Questions regarding the execution of the proxy card should be directed to our
Stock Information Center at (315) 287-4293.
Sincerely,
/s/ Signature appears in original
Richard F. Bennett
President and CEO
Enclosures
The common stock of Gouverneur Bancorp, Inc. is not a savings account or
deposit 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 the
common stock of Gouverneur Bancorp, Inc. The offer is made only by
the Prospectus. The Prospectus does not constitute an offer for sale or
a solicitation of an offer to buy any shares of common stock of Gouverneur
Bancorp, Inc. in any state in which any offer, solicitation of an offer
or sale of stock would be unlawful.
August 13, 1998
To Members and Friends of Gouverneur Savings and Loan Association:
First Albany Corporation, a member of the National Association of
Securities Dealers ("NASD"), is assisting Gouverneur Savings and Loan
Association ("Bank") in its Reorganization from a mutual form of organization to
the mutual holding company form of organization. Gouverneur Bancorp, Inc., a new
corporation formed under United States Law and Regulations of the OTS (the
"Company") will own a majority of the stock of the Bank.
At the request of the Company, we are enclosing materials explaining this
process and your options, including an opportunity to invest in shares of the
Company's common stock being offered to depositors, customers and the community
through September 23, 1998. Please read the enclosed offering materials
carefully. The Company has asked us to forward these documents to you in view of
certain requirements of the securities laws in your state.
If you have any questions, please visit our Stock Center at the Bank's
headquarters at 42 Church Street, Gouverneur, NY 13642 or call (315-281-4293).
Sincerely,
First Albany Corporation
THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS
AND ARE NOT 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 IS MADE ONLY BY PROSPECTUS.
[[Question and Answer Brochure to be printed in for panels folded, with the
first page of this version to appear as the front cover.]]
Gouverneur Savings and Loan Association
Reorganization
QUESTIONS
AND
ANSWERS
Gouverneur Bancorp, Inc.
THIS BROCHURE IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
Gouverneur Bancorp, Inc.
Gouverneur Savings and Loan Association
The reorganization of Gouverneur Savings and Loan Association into a mutual
holding company structure, including the organization of Gouverneur Bancorp,
Inc. and its related stock offering, is referred to as the "Reorganization" in
this pamphlet.
This pamphlet answers frequently asked questions about the Reorganization and
about your opportunity to invest in Gouverneur Bancorp, Inc. Please read the
enclosed Prospectus carefully before making an investment decision. For a
discussion of certain risk factors that should be considered before deciding
whether to buy stock, please see the "Risk Factors" section of the Prospectus.
THE REORGANIZATION
Q. What is the Reorganization?
A. Gouverneur Savings and Loan Association, (the "Bank") is changing its legal
form from a mutual (no stockholders) savings and loan to a capital stock savings
and loan that will be a subsidiary of Gouverneur Bancorp, Inc. (the "Company").
In addition, the Bank will organize Cambray Mutual Holding Company (the "Mutual
Holding Company") which will own the majority of stock of the Company. The
Reorganization also involves the public sale of 45% of the common stock of the
Company (the "Offering") which will result in the public owning a minority
interest in the Company. After the Reorganization the Bank will continue to
provide customers with traditional financial services.
Q. Why is the Bank Reorganizing?
A. The Board of Directors has determined that the Reorganization is in the best
interests of the Bank and its customers for a number of reasons including:
o The Offering gives depositors (including directors, officers, and employees)
an opportunity to own an interest in the Bank and the Company. Management
believes that the Offering will provide purchasers of the common stock with an
opportunity to share in the Bank's future growth and potential earnings. There
can be no assurances, however, as to the Bank's future growth or potential
earnings.
o While the Bank currently exceeds all regulatory capital requirements, raising
equity capital through the Offering permits the Bank to enlarge its capital base
and will help the Bank take advantage of future business opportunities.
Q. Will there be any changes in directors, officers or employees as a result of
the Reorganization?
A. No. The directors, officers and employees of the Bank will not change as a
result of the Reorganization. The management and employees of the Bank will
continue in their current capacities and its directors and officers will serve
as the initial directors and officers of the Company and Mutual Holding Company.
The day-to-day activities of the Bank will not change as a result of the
Reorganization.
Q. Will the Reorganization affect deposit accounts or loan accounts?
A. No. The Reorganization will not affect the amount, interest rate or
withdrawal rights of deposit accounts, which will continue to be insured by the
FDIC to the maximum legal limit. Likewise, the loan accounts and rights of
borrowers will not be affected.
VOTING RIGHTS
Q. Who is eligible to vote on the Reorganization?
A. Depositors and certain borrowers of the Bank as of July 31, 1998, the Voting
Record Date, are eligible to vote. They have been provided with a Proxy
Statement describing the Reorganization. Depositors will also vote to approve a
change in the Bank's charter so the Bank can reorganize as a Federal Savings and
Loan Association.
Q. If I received proxy cards, am I required to vote on the Reorganization?
A. No. However, the Board of Directors urges you to vote "FOR" all matters
listed, sign all of the proxy cards and either hand-deliver them to our office
or mail them using the enclosed reply envelope.
Q. Why did I get several proxy cards?
A. If you have more than one account, you may have received more than one proxy
card, depending on the ownership structure of your accounts. Please complete,
sign and submit all proxy cards.
Q. Am I required to purchase stock if I vote in favor of the Reorganization?
A. No. To become a stockholder, you must submit a Stock Order Form and payment,
as described below.
Q. May I vote in person at the Special Meetings?
A. Yes. If you attend the Special Meetings, you may revoke your existing proxy,
if any, and vote in person. Please send in your proxy card even if you plan on
attending the Special Meetings.
PURCHASING STOCK
Q. Who may purchase the common stock?
A. The Bank's depositors and members of the general public may subscribe for the
Company's common stock during the offering period. In the event, however, that
orders exceed the common stock available, the common stock will be allocated on
a priority basis to: (1) depositors of the Bank with aggregate deposits of $50
or more on March 31, 1997; (2) the Bank's Employee Stock Ownership Plan; (3)
depositors of the Bank with aggregate deposits of $50 or more on June 30, 1998;
(4) depositors of the Bank as of July 31, 1998 (the "Voting Record Date"); and
(5) members of the general public. Please note that you are not obligated to
purchase stock.
Q. How much common stock is being offered?
A. The Company is offering between 1,415,250 and 1,914,750 shares of common
stock which will represent a 45% minority ownership interest of the total common
stock expected to be outstanding. The number of shares offered is based on an
independent appraisal of the Company and the Bank, which determined that the
estimated pro forma market value was between $15.7 and $21.3 million as of June
5, 1998. The number of shares sold may be increased to 2,201,962 as described in
the Prospectus.
Q. What is the price per share?
A. The Company is offering the shares at a purchase price of $5.00 per share.
All purchasers, including the directors and officers, will pay the same price
per share. No commission will be charged for stock purchased in the Offering.
Q. How do I purchase common stock?
A.Complete the Stock Order Form and submit it to the Bank with payment so it is
received by 12:00 noon, New York time, on September 23, 1998. You may
hand-deliver the Stock Order Form to the Bank's office, or you may use the
enclosed Reply Envelope. Payment may be made by check or money order or by
authorization of withdrawal from one or more Gouverneur Savings and Loan
Association deposit accounts. (Note that any applicable penalty for early
withdrawal will be waived for such withdrawals).
Q. Will I receive interest on funds I submit for stock purchases?
A. Yes. Funds received will earn interest at the Bank's passbook account rate
from the date payment is received until the Offering is completed. With respect
to authorized account withdrawals, interest will continue to accrue at the
account's contract rate until the Offering is completed.
Q. What will the minimum and maximum number of shares be that I may purchase in
the Offering?
A. The minimum purchase is 25 shares ($125). The maximum individual order in the
Offering is 30,000 shares ($150,000) and no person, together with associates of
and persons acting in concert with such persons may purchase more than 30,000
shares ($150,000).
Q. Is the common stock insured by the FDIC?
A. No. Stock cannot be insured by the FDIC or any other government agency.
Q. May I obtain a loan from the Bank to pay for my shares?
A. No. Regulations do not allow the Bank to make loans for this purpose.
Q. Can I subscribe for shares using funds in my IRA at Gouverneur Savings and
Loan Association?
A. Yes. However, to use such funds to purchase common stock, you need to
establish a self-directed account with an outside trustee. Please call the Stock
Information Center if you wish to use funds in your IRA or any tax-qualified
funds at other institutions to purchase common stock in the Offering. This will
require additional processing time, so please contact us as soon as possible.
Q. When does the Offering terminate?
A.The Offering will terminate at 12:00 noon New York time, on September 23,
1998, unless extended by the Bank.
Q. May I change my mind after I submit an Order?
A. The stock order you submit cannot be canceled or withdrawn unless the
Reorganization is not completed by November 7, 1998. However, you may order
additional shares by completing another stock order form, subject to the maximum
purchase limitations.
Q. Are my subscription rights transferable?
A. No. No person may transfer or enter into any agreement to transfer his or her
subscription rights issued under the Reorganization or the shares to be issued
upon the exercise of such rights. Persons violating such prohibition will lose
their right to purchase stock in the Offering and may be subject to further
government sanctions.
Q. What will happen to my order if orders are received for more common stock
than is available?
A. This is referred to as an over-subscription and shares will be allocated on a
priority basis as disclosed in the Prospectus. There is no guarantee that an
order will be filled either in whole or in part. Of course, if we are not able
to fill an order (either wholly or partly), funds remitted which are not used
toward the purchase of stock will be promptly refunded with interest. If payment
for the stock is made by authorization to withdraw the funds from a Gouverneur
Savings and Loan Association account, those funds not used to purchase common
stock will remain in that account.
Q. When will I receive my Stock Certificate?
A. Stock certificates will be mailed as soon as practicable after the Offering
is completed. Please be aware that you may not be able to sell the shares you
purchased until you have received a stock certificate.
Q. May I purchase or sell shares in the future?
A. You may purchase or sell shares through a stockbroker. The Company
anticipates that following the Offering, the common stock will be listed on the
Nasdaq Small-Cap Market under the symbol "GOUV". There can be no assurance,
however, that an active and liquid market for the common stock will develop.
[Back Cover]
QUESTIONS?
PLEASE CALL
THE STOCK INFORMATION CENTER AT
(315) 287-4293
FROM 9:00 AM TO 4:00 PM
MONDAY THROUGH FRIDAY
Gouverneur Bancorp, Inc.
42 Church Street
Gouverneur, New York 13642
Press Release
FOR IMMEDIATE RELEASE
For More Information Contact:
Richard F. Bennett
Telephone: (315) 287-2600
GOUVERNEUR SAVINGS AND LOAN ASSOCIATION REORGANIZATION APPROVED
STOCK OFFERING TO COMMENCE
Gouverneur, New York, August 21, 1998 - Richard F. Bennett, President and
Chief Executive Officer of Gouverneur Savings and Loan Association, Gouverneur,
New York, announced today that Gouverneur Savings and Loan Association has
received approval from the Office of Thrift Supervision to reorganize from a
state chartered mutual savings and loan association to a federally chartered
stock savings association indirectly owned by a mutual holding company. In
connection with the Reorganization, Gouverneur Savings and Loan Association is
forming a mid-tier stock form holding company, Gouverneur Bancorp, Inc., to own
all of the outstanding capital stock of Gouverneur Savings and Loan Association.
When the Reorganization is consummated, 55% of the common stock of Gouverneur
Bancorp, Inc., will be owned by a new mutual holding company, Cambray Mutual
Holding Company, and the remaining 45% will be sold to the public.
A Prospectus and Proxy Statement describing the Reorganization is being
mailed to certain depositors and borrowers of the Bank in a few days. As part of
the Reorganization, Gouverneur Bancorp, Inc. is offering an estimated 1,914,750
shares of common stock at $5.00 per share, which may increase up to 2,201,962
shares. Certain of the Bank's past and present depositors will have the
opportunity to purchase stock through a subscription offering that closes on
September 23, 1998. Shares that are not subscribed for during the subscription
offering, if any, will be offered to the general public, with preference given
to natural persons who are residents of St. Lawrence, Jefferson and Lewis
Counties in a community offering. The offerings are being managed by First
Albany Corporation of Albany, New York.
According to Mr. Bennett, "Our day to day operations will not change as a
result of the Reorganization. We will continue to be FDIC insured and the
interest rates and terms on our existing deposits and loans will remain the
same."
At June 30, 1998, Gouverneur Savings and Loan Association had total assets
of $55.7 million and total equity of $11.2 million.
Customers or interested members of the community with questions concerning
the Reorganization or the stock offering should call the Stock Information
Center at (315) 287-4293.
The following special notices are provided at the request of the state
securities regulators in the states indicated.
============================================================
The following notice is provided to persons and entities residing in the State
of New Jersey:
"AN INVESTMENT IN THE COMMON STOCK INVOLVES CERTAIN RISKS"
============================================================
The following notice is provided to persons and entities residing in the State
of Maryland:
"Gouverneur Bancorp, Inc. has broad discretion regarding the investment of the
net proceeds remaining in its hands after first using a portion of the proceeds
to:
o pay the expenses of the Reorganization;
o purchase all the stock to be issued by Gouverneur Savings and Loan
Association; and
o fund the loan to be made to its Employee Stock Ownership Plan.
The net proceeds retained by the Company after such use are estimated to
represent approximately 39% of the total dollar amount of Common Stock sold,
including stock sold to the ESOP but excluding stock issued to the Mutual
Holding Company. You may want to consider the lack of certainty regarding how
the remaining net proceeds will be used as an additional risk in deciding
whether to purchase any Common Stock. For a detailed discussion of the types of
investments and activities which are permitted for Gouverneur Bancorp, Inc., see
the discussion under the caption "Regulation - Holding Company Regulation."