Exhibit 99.5
Advertising, Training and Community
Informational Meeting Materials
XXXX xx, 1996
Dear Member:
We are pleased to announce that Preferred Savings Bank ("Preferred
Savings") is converting from a federally chartered mutual savings bank to a
federally chartered stock savings bank (the "Conversion"). In conjunction with
the Conversion, PS Financial, Inc., the newly-formed corporation that will
serve as holding company for Preferred Savings, is offering shares of common
stock in a subscription offering and community offering to certain of our
depositors, to our Employee Stock Ownership Plan and some members of the general
public pursuant to a Plan of Conversion.
To accomplish this Conversion, we need your participation in an
important vote. Enclosed is a proxy statement describing the Plan of Conversion
and your voting and subscription rights. Preferred Savings Bank's Plan of
Conversion has been approved by the Federal Deposit Insurance Corporation and
now must be approved by you. YOUR VOTE IS VERY IMPORTANT.
Enclosed, as part of the proxy material, is your proxy card located
behind the window of your mailing envelope. This proxy should be signed and
returned to us prior to the Special Meeting scheduled for XXXX xx, 1996. Please
take a moment to sign the enclosed proxy card and return it to us in the
postage-paid envelope provided. FAILURE TO VOTE HAS THE SAME EFFECT AS VOTING
AGAINST THE CONVERSION.
The Board of Directors of Preferred Savings feels that the Conversion
will offer a number of advantages, such as an opportunity for depositors and
customers of Preferred Savings to become shareholders. Please remember:
* Your accounts at Preferred Savings will continue to be insured up to the
maximum legal limit by the Federal Deposit Insurance Corporation
("FDIC").
* There will be no change in the balance, interest rate, or maturity of
any deposit accounts because of the Conversion.
* Members have a right, but no obligation, to buy stock before it is
offered to the public.
* Like all stock, stock issued in this offering will not be insured by
the FDIC.
Enclosed are materials describing the stock offering. We urge you to
read these materials carefully. If you are interested in purchasing the common
stock of PS Financial, Inc., you must submit your Stock Order Form,
Certification Form, and payment prior to 0:00 p.m. XXXX xx, 1996.
If you have additional questions regarding the stock offering, please
call us at (312) 000-0000, Monday, Tuesday and Thursday from 9:00 am. to 5:00
p.m. or Friday from 9:00 a.m. to 8:00 p.m., or stop by the Stock Information
Center located at 4800 South Pulaski Road in Chicago.
Sincerely,
Kimberly P. Rooney
President and Chief Executive Officer
THE SHARES OF COMMON STOCK BEING OFFERED IN THIS OFFERING ARE NOT SAVINGS
ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE BANK INSURANCE FUND OR 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 STOCK. THE OFFER WILL BE MADE ONLY BY THE PROSPECTUS.
XXXX xx, 1996
Dear Member:
We are pleased to announce that Preferred Savings Bank ("Preferred
Savings") is converting from a federally chartered mutual savings bank to a
federally chartered stock savings bank (the "Conversion"). In conjunction with
the Conversion, PS Financial, Inc., the newly-formed corporation that will
serves as holding company for Preferred Savings, is offering shares of common
stock in a subscription offering and community offering.
Unfortunately, PS Financial, Inc. is unable to either offer or sell
its common stock to you because the small number of eligible subscribers in
your jurisdiction makes registration or qualification of the common stock
under the securities laws of your jurisdiction impractical, for reasons of
cost or otherwise. Accordingly, this letter should not be considered an offer
to sell or a solicitation of an offer to buy the common stock of PS Financial,
Inc.
However, as a member of Preferred Savings, you have the right to vote
on the Plan of Conversion at the Special Meeting of Members to be held on XXXX
xx, 1996. Therefore, enclosed is a proxy card, a Proxy Statement (which
includes the Notice of the Special Meeting), Prospectus (which contains
information incorporated into the Proxy Statement) and a return envelope for
your proxy card.
I invite you to attend the Special Meeting on XXXX xx, 1996. However,
whether or not you are able to attend, please complete the enclosed proxy card
and return it in the enclosed envelope.
Sincerely,
Kimberly P. Rooney
President and Chief Executive Officer
XXXX xx, 1996
Dear Friend:
We are pleased to announce that Preferred Savings Bank, ("Preferred
Savings") is converting from a federally chartered mutual savings bank to a
federally chartered stock savings bank (the "Conversion"). In conjunction with
the Conversion, PS Financial, Inc., the newly-formed corporation that will
serve as holding company for Preferred Savings, is offering shares of common
stock in a subscription offering and community offering. The sale of stock in
connection with the Conversion will enable Preferred Savings to raise
additional capital to support and enhance its current operations.
Because we believe you may be interested in learning more about the
merits of PS Financial, Inc.'s stock as an investment, we are sending you the
following materials which describe the stock offering.
PROSPECTUS: This document provides detailed information about
operations at Preferred Savings and the proposed stock offering.
QUESTIONS AND ANSWERS: Key questions and answers about the stock
offering are found in this pamphlet.
STOCK ORDER AND CERTIFICATION FORM: This form is used to purchase
stock by signing and returning it with your payment in the enclosed
business reply envelope. The deadline for ordering stock is 0:00
p.m., XXXX xx, 1996.
As a friend of Preferred Savings, you will have the opportunity to
buy stock directly from PS Financial, Inc. in the Conversion without
commission or fee. If you have additional questions regarding the Conversion
and stock offering, please call us at (312) 000-0000, Monday, Tuesday and
Thursday from 9:00 a.m. to 5:00 p.m. and Friday from 9:00 a.m. to 8:00 p.m. or
stop by the Stock Information Center at 4800 South Pulaski Road in Chicago.
We are pleased to offer you this opportunity to become a charter
shareholder of PS Financial, Inc.
Sincerely,
Kimberly P. Rooney
President and Chief Executive Officer
THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK
INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
[Closing Letter PSB Holding Company Letterhead]
_________, 1996
Dear Subscriber,
I want to thank you for your interest in PS Financial, Inc. common shares. We
are extremely proud of the overwhelming support we received from our customers
and the community as we successfully completed the sale of xxx,xxx shares of
common stock.
As you purchased your shares with a check or cash, we are enclosing a check
for payment of the interest on those funds. Your stock certificate(s) are
being mailed directly to you from our Transfer Agent, XXXXXXXX.
Again, thank you for your interest. If you have any questions, please do not
hesitate to contact me.
Sincerely,
Kimberly P. Rooney
President and Chief Executive officer
(Oversubscription Letter- check, PSB Holding Company Letterhead]
_________, 1996
Dear Subscriber:
I want to thank you for your interest in PS Financial, Inc. common shares. We
are extremely proud of the overwhelming support we received from our customers
and the community as we successfully completed the sale of xxx,xxx shares of
common stock.
However, due to the oversubscription of our common shares during the
Subscription Offering, we regret we were unable to fill a portion of your
order. Enclosed is a refund check for the amount of your order we were unable
to fill plus interest. The stock certificates for the balance of your order
are being sent to you directly from our transfer agent, XXXXXXX.
If you continue to be interested in acquiring common shares of PS Financial,
Inc., the following brokerage firms have indicated their intent to make a
market in our stock. You may contact any of them for assistance.
[List of Market Makers]
Again, thank you for your interest. If you have any questions, please do not
hesitate to contact me.
Sincerely,
Kimberly P. Rooney
President and Chief Executive Officer
[Closing Letter, PS Financial, Inc. Letterhead]
XXXX xx, 1996
Dear Shareholder:
It is my pleasure to welcome you as a shareholder of Preferred Savings Bank.
We are extremely proud of the overwhelming support we received from our
customers and the community as we successfully completed the sale of 000,000
common shares.
Your new Stock certificate is enclosed and should be kept in a safe place.
Please take a moment to be sure that the name(s), number of shares, and
mailing address are correct.
We have selected (Name of Transfer Agent) to serve as our Transfer Agent and
Registrar. If there is an error on your stock certificate, if your address
changes, or if at any time you want to change the registration of your
certificate, you should contact (Name of Transfer Agent) at the address listed
below:
[Transfer Agent]
If the original certificate must be forwarded to the Transfer Agent to be
reissued, the certificate should be sent registered mail. Lost or destroyed
certificates can be replaced, but an indemnity bond will be required to
replace the certificate.
Please be advised that Preferred Savings Bank will trade NASDAQ-NMS under the
symbol "XXXX". Should you be interested in purchasing additional shares or
selling your shares of Preferred Savings Bank, the following brokerage firms
have indicated their intent to make a market in our stock. You may contact any
of them for assistance.
[List of Market Makers]
If you purchased your shares with a check or cash, you will receive a check
for payment of the interest earned on those funds in a separate mailing.
On behalf of Preferred Savings Bank and the Board of Directors and Employees
of Preferred Savings Bank, we look forward to the opportunities now ahead of
us and pledge our best efforts to make your investment a profitable one.
Sincerely,
Kimberly P. Rooney
President and Chief Executive Officer
STOCK GRAM
We are pleased to announce that Preferred Savings Bank, ("Preferred Savings")
is offering shares of common stock in a subscription and community Offering.
The sale of stock in connection with the offering will enable Preferred
Savings to raise additional capital to support and enhance its current
franchise.
We previously mailed to you a Prospectus providing detailed information about
Preferred Savings' operations and the proposed stock offering. We urge you to
read this carefully.
We invite our loyal customers and community members to become shareholders of
PS Financial, Inc. (the proposed Holding Company for Preferred Savings Bank).
If you are interested in purchasing the common stock of PSB Holding Company,
you must submit you Stock Order and Certification Form and payment prior to
0:00 p.m., Central Time, on XXXX xx, 1996.
Should you have additional questions regarding the stock offering or need
additional materials, please call the Stock Information Center at (312)
000-0000 or stop by the Stock Information Center at 4800 South Pulaski Road in
Chicago.
The shares of common stock being offered are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund or any other governmental agency. This is not an offer to sell
or a solicitation of an offer to buy stock. The offer is made only by the
Prospectus.
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PS Financial, Inc.
the holding company for
Preferred Savings Bank
Become a Charter Shareholder!
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Capital Requirements
50.0%
45.0% 45.2%
40.0%
35.0%
30.0%
25.0% 21.9% 21.7%
20.0%
15.0%
10.0% 8.0%
5.0% 3.0%
0.0% 1.5%
--------------------------------------------------------
Tangible Core Risk-
Capital Capital Based
Capital
/ / Required / / 6/3O/96 / / Pro Forma*
At XXXX xx, 1996 Preferred Savings Bank
exceeded each of the three capital requirements.
*Assumes the sale of 1,650,000 shares and retention of 5O%
of the net conversion proceeds by the Holding Company
===============================================================================
Return on Average Assets
Preferred Savings Bank has been successful in
maintaining a high return on average assets. The
average return on assets for the last five years was
1.86%.
0.200%
1.74% 1.95% 1.46% 1.99% 2.16%
0.180%
0.160%
0.140%
0.120%
0.100%
0.080%
0.060%
0.040%
0.020%
0.000%
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2/29/92 2/28/93 12/31/94 12/31/95 6/30/96
===============================================================================
Loan Portfolio
One to four-
family
71.8%
Other
0.7%
Construction
real estate
9.4%
Multi-family
18.1%
At December 31, 1995
The primary emphasis of the Bank's lending
activity is the origination of loans secured by first
mortgages on one- to four-family residential
properties. In addition, the Bank has historically
originated multi-family residential loans, non
residential real estate loans, and a minor amount
of residential construction loans and non-
mortgage loans.
PRO FORMA DATA*
At or For the Year Ended XXXY, xx 1996
MINIMUM MIDPOINT MAXIMUM MAXIMUM
OF RANGE OF RANGE OF RANGE OF RANGE (adj.)
===================================================================================================================================
Shares Outstanding
Sale Price Per Share
Gross Proceeds
Pro Forma
Stockholders' Equity
Stockholders' Equity per Share
Price/Book Ratio (a)
Earnings Per Common Share
Price/Earnings Ratio (a)
===================================================================================================================================
* Information based upon assumptions in the Prospectus under "Pro Forma Data"
(a) This is not intended to represent potential price appreciation. There are
no assurances that the market price will be at or above the offering price
once the shares are issued.
SELECTED FINANCIAL RATIOS
Year Ended
December 31, Year Ended Year Ended
x Months Ended ------------------ February 28, February 29,
XXXX xx, 1996 1995 1994 1993 1992
=========================================================================================================================
Return on average assets 1.99% 1.46% 1.96% 1.74%
Return on average equity 9.42% 7.53% 11.82% 11.22%
Average Interest rate spread 4.26% 4.38% 3.96% 2.58%
Equity to assets 21.91% 20.36% 17.72% 16.99%
Nonperforming assets to 3.92% 2.58% 1.68% 1.80%
total assets at end of period
Allowance for loan losses to 0.39% 0.41% 0.20% 0.14%
total loans at end of period
=========================================================================================================================
The shares of common stock offered in the Conversion are not savings accounts or
deposits and are not insured by the Federal Deposit Insurance Corporation, the
Bank Insurance Fund, the Savings Association Insurance Fund, or any other
governmental agency. This is not an offer to sell or solicitation of an offer to
buy stock. The offer is made by the Prospectus.
Stock Information Center
4800 South Pulaski Road
Chicago, Illinois 60632-4195
(312) 000-0000
PROXY GRAM
We recently forwarded to you a proxy statement and related materials regarding
a proposal to convert Preferred Savings Bank from a federally chartered mutual
savings bank to a federally chartered stock savings bank.
Your vote on our Plan of Conversion has not yet been received. Failure to Vote
has the Same Effect as Voting Against the Conversion.
Your vote is important to us, and we, therefore, are requesting that you sign
the enclosed proxy card and return it promptly in the enclosed postage-paid
envelope.
Voting for the Conversion does not obligate you to purchase stock or affect
the terms or insurance on your accounts.
The Board of Directors unanimously recommend you vote "FOR" the Conversion.
PREFERRED SAVINGS BANK
Chicago, Illinois
Kimberly P. Rooney
President and Chief Executive Officer
If you mailed the proxy, please accept our thanks and disregard this request.
For further information call (312) 000-0000.
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The shares of common stock being offered are not savings accounts or deposits
and are not insured by the Federal Deposit Insurance Corporation, the Bank
Insurance Fund or any other governmental agency. This is not an offer to sell
or a solicitation of an offer to buy stock. The offer is made only by the
Prospectus.
LOGO LOGO
Charles Webb & Company
A Division of
KEEFE, BRUYETTE & WOODS, INC.
Investment Bankers and Financial Advisors
To Members and Friends of
Preferred Savings Bank
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Charles Webb & Company, a member of the National Association of Securities
Dealers, Inc. ("NASD"), is assisting The Preferred Savings Bank ("Preferred
Savings") in its conversion from an Ohio mutual savings bank to an Ohio
capital stock savings bank and the concurrent offering of shares of common
stock by PS Financial, Inc. (the "Holding Company"), the newly formed
corporation that will serve as holding company for Preferred Savings following
the conversion.
At the request of the Holding Company, we are enclosing materials explaining
this process and your options, including an opportunity to invest in shares of
the Holding Company's common stock being offered to customers and the
community through XXXX xx, 1996. Please read the enclosed offering materials
carefully. The Holding 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 Information Center at 4800
South Pulaski Road, Chicago, Illinois or feel free to call the Stock
Information Center at (312) 000-0000.
Very truly yours,
Charles Webb & Company