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EXHIBIT 99.5
FIRST PALM BEACH BANCORP, INC.
OFFER TO EXCHANGE ITS
SERIES B 10.35% SENIOR DEBENTURES DUE 2002
(PRINCIPAL AMOUNT $1,000 PER SENIOR DEBENTURE)
WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ANY AND ALL OF ITS OUTSTANDING
SERIES A 10.35% SENIOR DEBENTURES DUE 2002
(PRINCIPAL AMOUNT $1,000 PER SENIOR DEBENTURE)
To Our Clients:
Enclosed for your consideration is a prospectus dated ,
1997 (the "Prospectus"), and the related letter of transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of First Palm Beach
Bancorp, Inc. (the "Company") to exchange the Company's Series B 10.35% Senior
Debentures (the "Exchange Senior Debentures") for its outstanding Series A
10.35% Senior Debentures (the "Original Senior Debentures"), upon the terms and
subject to the conditions described in the Prospectus. The Exchange Offer is
being made in order to satisfy certain obligations of the Company contained in
the Registration Rights Agreement dated June 30, 1997, between the Company and
the initial purchaser referred to therein.
This material is being forwarded to you as the beneficial owner of the
Original Senior Debentures carried by us in your account but not registered in
your name. A tender of such Original Senior Debentures may only be made by us as
the holder of record and pursuant to your instructions.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Original Senior Debentures held by us for your account, pursuant
to the terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Original Senior Debentures on your behalf in
accordance with the provisions of the Exchange Offer. The Exchange Offer will
expire at 5:00 p.m., New York City time, on , 1997, unless
extended by the Company. Any Original Senior Debentures tendered pursuant to the
Exchange Offer may be withdrawn at any time before the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Original Senior Debentures.
2. The Exchange Offer is subject to certain conditions set forth in
the Prospectus in the section captioned "The Exchange Offer -- Conditions
to the Exchange Offer."
3. Any transfer taxes incident to the transfer of Original Senior
Debentures from the holder to the Company will be paid by the Company,
except as otherwise provided in the Instructions in the Letter of
Transmittal.
4. The Exchange Offer expires at 5:00 p.m., New York City time, on
, 1997, unless extended by the Company.
If you wish to have us tender your Original Senior Debentures, please so
instruct us by completing, executing and returning to us the instruction form on
the back of this letter. The Letter of Transmittal is furnished to you for
information only and may not be used directly by you to tender Original Senior
Debentures.
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INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by First Palm
Beach Bancorp, Inc. with respect to its Original Senior Debentures.
This will instruct you to tender the Original Senior Debentures held by you
for the account of the undersigned, upon and subject to the terms and conditions
set forth in the Prospectus and the related Letter of Transmittal.
Please tender the aggregate Principal Amount of Original Senior Debentures
held by you for my account as indicated below:
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(Aggregate Principal Amount to be Tendered)
[ ] Please do not tender any Original Senior Debentures held by you for my
account.
Dated:
Signature(s):
Please print name(s):
Address(es):
Area Code and Telephone Number(s):
Tax Identification or Social Security Number(s):
None of the Original Senior Debentures held by us for your account will be
tendered unless we receive written instructions from you to do so. Unless a
specific contrary instruction is given in the space provided, your signature(s)
hereon shall constitute an instruction to us to tender all the Original Senior
Debentures held by us for your account.
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