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EXHIBIT 99 (a)(2)
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
of
Chester Bancorp, Inc.
Pursuant to The Offer to Purchase
Dated July 10, 2001
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. CENTRAL DAYLIGHT TIME
ON AUGUST 15, 2001, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is: Chester National Bank
BY MAIL, HAND OR OVERNIGHT DELIVERY:
Chester National Bank
1112 State Street
Chester, Illinois 62233
BY FACSIMILE TRANSMISSION:
Chester National Bank
Attention: Michael W. Welge
(618) 826-2142
CONFIRM BY TELEPHONE: (800) 851-5371 ext. 301
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
[ ] Check here if any of the certificates representing Shares that
you own have been lost, destroyed or stolen, See Instruction 15.
Number of Shares represented by lost, destroyed or stolen
certificates: _________
TENDERED CERTIFICATES:
Name(s) and Address(es) of Registered Holder(s):
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(Please fill in as names appear on certificate(s)) (Attach Signed
Additional List if Necessary)
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CERTIFICATE NUMBER(S) NUMBER OF SHARES NUMBER OF SHARES TENDERED**
REPRESENTED BY
CERTIFICATE
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- ----------------------------- -------------------------- ----------------------------
- ----------------------------- -------------------------- ----------------------------
Total Number of Shares Tendered: ___________
Indicate in this box the order (by certificate number) in which your
shares are to be purchased. See Instruction 3.***
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1ST: 2ND: 3RD: 4TH:
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(Attach an additional signed list(s) if necessary).
** Unless otherwise indicated, all shares evidenced by each
certificate will be deemed to have been tendered.
*** If you do not designate an order, then in the event less than
all shares tendered are purchased pursuant to the Offer, your shares tendered
herewith will be selected for purchase by the Depositary.
This Letter of Transmittal is for use in connection with the Offer
to Purchase for cash shares of Common Stock of Chester Bancorp, Inc. dated July
10, 2001 (the "Offer to Purchase"). Only shares of Common Stock of Chester
Bancorp, Inc. ("Shares") may be tendered pursuant to this Letter of Transmittal.
Delivery of this Letter of Transmittal and all other documents to an address, or
transmission of instructions to a facsimile number, other than as set forth
above does not constitute a valid delivery. Please read carefully the entire
Letter of Transmittal, including the accompanying instructions, before checking
any box below. This Letter of Transmittal is to be used only if certificates are
to be forwarded herewith (or such certificates will be delivered pursuant to a
Notice of Guaranteed Delivery previously sent to the Depositary).
If you desire to tender shares pursuant to the Offer and you cannot
deliver your Share certificate(s) and all other documents required by this
Letter of Transmittal are delivered to the Depositary prior to the expiration
date, you may tender your shares according to the guaranteed delivery procedures
set forth in the section of the Offer to Purchase titled "Procedure for
Tendering Shares." See Instruction 2.
"Expiration date" means 5:00 p.m., Central Daylight Time, on
August 15, 2001, unless and until Chester Bancorp, Inc., in its sole discretion,
extends the Offer, in which case the "expiration date" means the latest time and
date at which the Offer, as extended, expires.
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PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
ODD LOTS
(SEE INSTRUCTION 13)
Complete this section only if you own, or are tendering on behalf of
a person who owns, beneficially or of record, an aggregate of fewer than 100
shares and you are tendering all of your shares.
The undersigned either (check one box):
[ ] is the beneficial or record owner of an aggregate of fewer
than 100 shares, all of which are being tendered; or
[ ] is a broker, dealer, commercial bank, trust company or other
nominee that (a) is tendering for the beneficial owner(s), shares with respect
to which it is the record holder, and (b) believes, based upon representations
made to it by the beneficial owner(s), that each such person is the beneficial
owner of an aggregate of fewer than 100 shares and is tendering all of the
shares.
THIS BOX IS FOR USE BY ELIGIBLE INSTITUTIONS ONLY
[ ] Check here if tendered shares are being delivered pursuant to
a Notice of Guaranteed Delivery previously sent to the Depositary and complete
the following (Please Print):
Name(s) of Registered Holder(s):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution that Guaranteed Delivery:
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DTC Account No.:
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Transaction Code No.:
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TENDER AND POWER OF ATTORNEY
To Chester National Bank:
The undersigned hereby tenders to Chester Bancorp, Inc., a Delaware
corporation ("Chester Bancorp"), the above described shares of Common Stock of
Chester Bancorp (the "Shares"), at $17.75 per Share net to the seller in cash,
without interest, on the terms and conditions described in the Offer to
Purchase, dated July 10, 2001 (the "Offer to Purchase"), receipt of which is
hereby acknowledged, and in this Letter of Transmittal which, as amended or
supplemented from time to time, together constitute the "Offer." Subject to, and
effective upon, acceptance for payment of the Shares tendered in accordance with
the terms and subject to the conditions of the Offer, including, if the Offer is
extended or amended, the terms and conditions of the extension or amendment, the
undersigned agrees to sell, assign and transfer to, or upon the order of,
Chester Bancorp all right, title and interest in and to all Shares tendered and
orders the registration of all Shares if tendered by book-entry transfer and
irrevocably constitutes and appoints Chester National Bank (the "Depositary") as
the true and lawful agent and attorney-in-fact of the undersigned with respect
to the Shares with full knowledge that the Depositary also acts as the agent of
Chester Bancorp, with full power of substitution (the power of attorney being
deemed to be an irrevocable power coupled with an interest), to:
o deliver certificate(s) for the Shares with any and all
accompanying evidences of transfer and authenticity, to or upon the order of
Chester Bancorp upon receipt by the Depositary, as the undersigned's agent, of
the Purchase Price (as defined below) for such Shares;
o present certificates for the Shares for cancellation and transfer
on Chester Bancorp's books; and
o receive all benefits and otherwise exercise all rights of legal
and beneficial ownership of the Shares to which the undersigned would be
entitled by virtue of the ownership of such Shares, subject to the next
paragraph, all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants to Chester Bancorp
that:
1. The undersigned has full power and authority to tender, sell,
assign and transfer the Shares tendered hereby and when and to the extent
Chester Bancorp accepts the Shares for payment, Chester Bancorp will acquire
good, marketable and unencumbered title to the tendered Shares, free and clear
of all security interests, liens, restrictions, charges, encumbrances,
conditional sales agreements or other obligations relating to the sale or
transfer of the Shares, and not subject to any adverse claims;
2. The undersigned understands that tenders of Shares pursuant to
any one of the procedures described in Section 3 of the Offer to Purchase and in
the instructions to this Letter of Transmittal will constitute the undersigned's
acceptance of the terms and conditions of the Offer, including the undersigned's
representation and warranty that
(a) The undersigned has a "net long position," within the meaning of
Rule 14e-4 promulgated under the Securities Exchange Act of 1934 (the "1934
Act"), in the Shares or equivalent securities at least equal to the Shares being
tendered, and
(b) The tender of Shares complies with Rule 14e-4 under the 1934
Act;
3. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or Chester Bancorp to be necessary
or desirable to complete the sale, assignment and transfer of the Shares
tendered; and
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4. The undersigned has read, understands and agrees to all of the
terms of the Offer.
The undersigned understands that Chester Bancorp's acceptance of
Shares tendered pursuant to any one of the procedures described in Section 3 of
the Offer to Purchase and in the instructions to this Letter of Transmittal will
constitute a binding agreement between the undersigned and Chester Bancorp upon
the terms and subject to the conditions of the Offer. The undersigned
acknowledges that under no circumstances will Chester Bancorp pay interest on
the Purchase Price, including without limitation, by reason of any delay in
making payment.
All authorities conferred or agreed to be conferred by this Letter
of Transmittal will survive the death or incapacity of the undersigned, and any
obligation of the undersigned will be binding on the heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and legal representatives of the undersigned. Except as stated in the
Offer to Purchase, this tender is irrevocable.
The name(s) and address(es) of the registered holder(s) should be
printed, if they are not already printed above, exactly as they appear on the
certificates evidencing Shares tendered. The certificate numbers, the number of
Shares evidenced by the certificates, and the number of Shares that the
undersigned wishes to tender should be set forth in the appropriate boxes above,
and the price at which the shares are being tendered should be set forth in the
appropriate boxes below.
The undersigned recognizes that, under the circumstances set forth
in the Offer to Purchase, Chester Bancorp may terminate or amend the Offer or
may postpone the acceptance for payment of, or the payment for, Shares tendered
or may accept for payment fewer than all of the Shares tendered hereby. The
undersigned understands that certificate(s) for any shares not tendered or not
purchased will be returned to the undersigned at the address indicated above,
unless otherwise indicated in the box entitled "Special Payment Instructions" or
the box entitled "Special Delivery Instructions" below. The undersigned
acknowledges that Chester Bancorp has no obligation, pursuant to the "Special
Payment Instructions" box, to transfer any certificate for Shares from the name
of its registered holder(s), if Chester Bancorp does not purchase any of the
Shares represented by such certificate.
The check for the aggregate net Purchase Price for the Shares
tendered and purchased will be issued to the order of the undersigned and mailed
to the address indicated above, unless otherwise indicated in the boxes entitled
"Special Payment Instructions" or "Special Delivery Instructions" below.
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CONDITIONAL TENDERS
(SEE INSTRUCTION 8)
You may condition the tender of your Shares upon the purchase by
Chester Bancorp of a specified minimum number of the Shares you are tendering
hereby (which minimum number can be all of the Shares you are hereby tendering),
all as described in the Offer to Purchase. It is your responsibility to
calculate the minimum number of Shares that must be purchased if any are
purchased, and you are urged to consult your own tax advisor before completing
this section. Unless this box has been checked and a minimum number of Shares
specified, your tender will be deemed unconditional.
[ ] Minimum number of Shares that must be purchased,
if any are purchased: _____________Shares.
If, because of proration, the minimum number of Shares that you
designated above will not be purchased, Chester Bancorp may accept conditional
tenders by random lot, if necessary. However, to be eligible for purchase by
random lot, you must have tendered all your Shares and checked the following
box.
[ ] The tendered Shares represent all of the Shares held by me.
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SPECIAL PAYMENT INSTRUCTIONS
Complete this box ONLY if you want certificate(s) for Shares not
tendered or not purchased and/or any check for the aggregate Purchase Price to
be issued in the name of someone other than you.
Issue: Check [ ] Certificate(s) [ ] to:
Name:
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Address:
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(Include Zip Code)
Taxpayer Identification or Social Security Number (See Substitute
Form W-9):
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SPECIAL DELIVERY INSTRUCTIONS
Complete this box only if you want certificate(s) for Shares not
tendered or not purchased and/or any check for the aggregate Purchase Price of
Shares purchased, issued in your name, to be mailed or sent to someone other
than you or to you at an address other than that shown under "Description of
Shares" above.
Mail: Check [ ] Certificate(s) [ ] to:
Name:
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Address:
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---------------------------------------- (Include Zip Code)
Chester Bancorp has no obligation, pursuant to the "Special Payment
Instructions," to transfer any certificate for Shares from the name of its
registered holder(s), if Chester Bancorp does not purchase any of the Shares
represented by such certificate book-entry transfer.
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PLEASE SIGN HERE
(PLEASE ALSO COMPLETE AND RETURN
THE ENCLOSED FORM W-9)
(Must be signed by the registered holder(s) exactly as name(s)
appear(s) on certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificate(s) and documents
transmitted with this Letter of Transmittal. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
another person acting in a fiduciary or representative capacity, please set
forth full title and see Instruction 5).
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Dated: ____________________, 2001
Name(s)_________________________________________________________
(Please Print)
Capacity (full title): _________________________________________
Address: _______________________________________________________
________________________________________________________________
(Include Zip Code)
Area Code(s) and Telephone Number(s):_______________________________
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Name of Firm:____________________________________________________
Authorized Signature:____________________________________________
Name(s): ________________________________________________________
(Please print)
Title: __________________________________________________________
Address: ________________________________________________________
_________________________________________________________________
(Include Zip Code)
Area Code(s) and Telephone Number(s): ______________________________
Dated: ____________________, 2001
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LETTER OF TRANSMITTAL
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE OFFER
1. SIGNATURE GUARANTEE. Depending on how the certificates for your
shares are registered and to whom you want payments or deliveries made, you may
need to have the signatures on this Letter of Transmittal guaranteed by an
"Eligible Institution." An "Eligible Institution" is a bank, broker dealer,
credit union, savings association or other entity that is a member in good
standing of the Securities Transfer Agents Medallion Program or a bank, broker,
dealer, credit union, savings association or other entity which is an "eligible
guarantor institution," as that term is defined in Rule 17 Ad-15 promulgated
under the Securities Exchange Act of 1934, as amended. No signature guarantee is
required if either:
o this Letter of Transmittal is signed by the registered holder(s)
of the shares tendered exactly as the name of the registered holder(s) appears
on the certificate(s) for the shares and payment and delivery are to be made
directly to the holder, unless the holder has completed either of the boxes
entitled "Special Payment Instructions" or "Special Delivery Instructions"
above; or
o the shares are tendered for the account of an Eligible
Institution. In all other cases, including if you have completed either the box
entitled "Special Payment Instructions" or "Special Delivery Instructions"
above, an Eligible Institution must guarantee all signatures on this Letter of
Transmittal. You may also need to have any certificates you deliver endorsed or
accompanied by a stock power, and the signatures on these documents also may
need to be guaranteed. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be used only if:
o certificates for shares are delivered with it to the Depositary,
or
o the certificates will be delivered pursuant to a Notice of
Guaranteed Delivery previously sent to the Depositary, or
o a tender for shares is being made concurrently pursuant to the
procedure for tender by book-entry transfer set forth in Section 3 of the Offer
to Purchase.
A properly completed and duly executed Letter of Transmittal or duly
executed and manually signed facsimile copy of it, in accordance with the
instructions of the Letter of Transmittal (including any required signature
guarantees), certificates for the shares being tendered, and any other documents
required by the Letter of Transmittal should be mailed or delivered to the
Depositary at the appropriate address set forth on the front page of this
document and must be received by the Depositary prior to the expiration of the
Offer. If certificates are forwarded to the Depositary in multiple deliveries, a
properly completed and duly executed Letter of Transmittal must accompany each
such delivery.
If your Share certificates are not immediately available, you cannot
deliver your shares and all other required documents to the Depositary prior to
the expiration date, you may tender your shares pursuant to the guaranteed
delivery procedure set forth in the Offer to Purchase. Pursuant to such
procedure:
(i) such tender must be made by or through an Eligible Institution;
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(ii) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by Chester Bancorp, Inc. (with any
required signature guarantees) must be received by the Depositary prior to the
expiration of the Offer; and
(iii) the certificates for all physically delivered shares in proper
form for transfer by delivery, together with a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof) with any
required signature guarantees and any other documents required by this Letter of
Transmittal, must be received by the Depositary within three trading days after
the date the Depositary receives such Notice of Guaranteed Delivery, all as
provided in the Offer to Purchase.
The method of delivery of all documents, including Share
certificates, the Letter of Transmittal and any other required documents, is at
the election and risk of the tendering shareholder, and the delivery will be
deemed made only when actually received by the Depositary. If delivery is by
mail, registered mail with return receipt requested, properly insured, is
recommended. In all cases, sufficient time should be allowed to ensure timely
delivery.
Except as specifically permitted by the Offer to Purchase, no
alternative or contingent tenders will be accepted. By executing this Letter of
Transmittal (or facsimile thereof), you waive any right to receive any notice of
the acceptance for payment of the shares.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers or the number of shares should be listed on a separate
signed schedule and attached to this Letter of Transmittal.
4. PARTIAL TENDERS. If you wish to tender fewer than all the shares
represented by any certificate delivered to the Depositary, fill in the number
of shares that are to be tendered in the box entitled "Description of Shares
Tendered." In such case, a new certificate for the remainder of the shares
represented by the old certificate will be sent to you, unless otherwise
provided in the "Special Payment Instructions" or "Special Delivery
Instructions" boxes on this Letter of Transmittal, as promptly as practicable
following the expiration or termination of the Offer. All shares represented by
certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
5. SIGNATURE ON LETTER OF TRANSMITTAL. If this Letter of Transmittal
is signed by the registered holder(s) of the shares tendered hereby, THE
SIGNATURE(S) MUST CORRESPOND WITH THE NAME(S) AS WRITTEN ON THE FACE OF THE
CERTIFICATES WITHOUT ALTERNATION, ENLARGEMENT OR ANY CHANGE WHATSOEVER.
If any of the shares tendered hereby are held of record by two or
more persons, all such persons must sign this Letter of Transmittal. If any of
the shares tendered hereby are registered in different names on different
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimiles thereof) as there are different
registrations of certificates.
If this Letter of Transmittal is signed by the registered holder(s)
of the shares tendered hereby, no endorsements of certificates or separate stock
powers are required unless payment of the Purchase Price is to be made to, or
shares not tendered or not purchased are to be registered in the name of, any
person other than the registered holder(s), in which case the certificate(s)
evidencing the shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on such certificates. Signatures on any such
certificates or stock powers must be guaranteed by an Eligible Institution. See
Instruction 1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the shares tendered hereby, certificates evidencing the
shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on such certificate(s). Signature(s) on any such
certificates or stock powers must be guaranteed by an Eligible Institution.
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See Instruction 1. If this Letter of Transmittal or any certificate or stock
power is signed by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and proper
evidence satisfactory to Chester Bancorp, Inc. of the authority of such
person so to act must be submitted.
6. TRANSFER TAXES. Chester Bancorp, Inc. will pay or cause to be
paid any stock transfer taxes with respect to the sale and transfer of any
shares to it or its order pursuant to the Offer. If, however:
o payment of the aggregate Purchase Price is to be made to any
person other than the registered holder(s), or
o Shares not tendered or not purchased are to be registered in the
name of any person other than the registered holder(s), or
o if tendered shares are registered in the name of any person other
than the person(s) signing this Letter of Transmittal, then the Depositary will
deduct the amount of any stock transfer taxes (whether imposed on the registered
holder(s), such other person or otherwise) payable on account of the transfer to
such person from the Purchase Price unless satisfactory evidence of the payment
of such taxes, or exemption therefrom, is submitted. Except as provided in this
Instruction 6, it will not be necessary to affix transfer tax stamps to the
certificates representing shares tendered hereby.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If certificate(s) for
shares not tendered or not purchased and/or check(s) are to be issued in the
name of a person other than the signer of this Letter of Transmittal or if the
certificates and/or checks are to be sent to someone other than the person
signing this Letter of Transmittal or to the signer at a different address, the
box entitled "Special Payment Instructions" and/or the box entitled "Special
Delivery Instructions" on this letter of transmittal should be completed as
applicable and signatures must be guaranteed as described in Instruction 1.
8. CONDITIONAL TENDERS. As described in the Offer to Purchase, you
may tender shares subject to the condition that a specified minimum number of
your shares tendered must be purchased if any such shares so tendered are
purchased. Under certain circumstances, Chester Bancorp, Inc. may prorate the
number of shares purchased pursuant to the Offer. In that case, the Depositary
will perform a preliminary proration, and any shares tendered pursuant to a
conditional tender for which the condition was not satisfied will automatically
be regarded as withdrawn, subject to reinstatement if such conditionally
tendered shares are subsequently selected by lot for purchase. If conditional
tenders would otherwise be so regarded as withdrawn and would cause the total
number of shares to be purchased to fall below 250,000, then, to the extent
feasible, Chester Bancorp, Inc. will select enough of such conditional tenders
that would otherwise have been so withdrawn to permit Chester Bancorp, Inc. to
purchase 250,000 shares. However, to be eligible for purchase by random lot, you
must have tendered all your shares and checked the box so indicating. In
selecting among such conditional tenders, Chester Bancorp, Inc. will select by
lot and will limit its purchase in each case to the designated minimum number of
shares to be purchased.
All tendered shares will be deemed unconditionally tendered unless
the "Conditional Tenders" box is completed. As discussed in the Offer to
Purchase, the number of shares to be purchased from a particular shareholder may
affect the tax treatment of such purchase to such shareholder and such
shareholder's decision whether to tender. Each shareholder is urged to consult
with his or her own tax advisor. Any tendering shareholder wishing to make a
conditional tender must calculate and appropriately indicate such minimum number
of shares.
9. TAXPAYER IDENTIFICATION NUMBER, SUBSTITUTE FORM W-9. Under
federal income tax law, a shareholder who receives a payment pursuant to the
Offer is required to provide the Depositary with the shareholder's correct
Taxpayer Identification Number ("TIN") on Substitute Form W-9. A Substitute Form
W-9 appears on the page following the last page of these instructions. If the
Depositary is not
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provided the correct TIN, payments that are made to the shareholder or other
payee with respect to the Offer may be subject to 31% backup withholding.
Certain shareholders (including, among others, corporations and
certain foreign individuals) are not subject to backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the shareholder must submit a completed IRS Form W-8 Certificate of
Foreign Status or a Substitute Form W-8, signed under penalty of perjury
attesting to the exempt status. This form may be obtained from the Depositary.
See the enclosed "Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9" for more instructions.
If the backup withholding applies, the Depositary is required to
withhold 31% of any payments made to the shareholder or other payee. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld,
provided that the required information is given to the Internal Revenue Service.
If withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering shareholder or other payee has not been issued a TIN and has applied
for a number or intends to apply for a number in the near future. If the box in
Part 3 is checked, the shareholder or other payee must also complete the
Certificate of Awaiting Taxpayer Identification Number in order to avoid backup
withholding. Notwithstanding that the box in Part 3 is checked and the
Certificate of Awaiting Taxpayer Identification Number is also completed, the
Depositary will withhold 31% on all payments made prior to the time a properly
certified TIN is provided to the Depositary. However, the withheld amount will
be refunded to the shareholder if a TIN is provided to the Depositary within 60
days.
The shareholder is required to give the Depositary the TIN (e.g.,
his social security number or employer identification number) of the record
owner of the shares or of the last transferee appearing on the transfers
attached to, or endorsed on, the shares. If the shares are registered in more
than one name or are not in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which number to report.
10. WITHHOLDING FOR NON-U.S. SHAREHOLDERS. Although a non-U.S.
shareholder may be exempt from U.S. federal backup withholding, certain payments
to non-U.S. shareholders are subject to U.S. withholding tax at a rate of 30%.
Foreign shareholders are urged to consult their tax advisors regarding the
application of U.S. federal income tax withholding, including eligibility for a
withholding tax reduction or exemption and refund procedures.
11. REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or
requests for assistance or for additional copies of the Offer to Purchase, this
Letter of Transmittal or other tender offer materials may be directed to Chester
National Bank at 1112 State Street, Chester, Illinois 62233, 1-800-851-5371 ext.
301 or 306; and such copies will be furnished promptly at Chester Bancorp,
Inc.'s expense. Shareholders may also contact their local broker, dealer,
commercial bank or trust company for documents relating to, or assistance
concerning, the Offer.
12. IRREGULARITIES. All questions as to the number of shares to be
accepted, the price to be paid therefor and the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of shares
will be determined by Chester Bancorp, Inc., in its sole discretion, which
determination is final and binding on all parties. Chester Bancorp, Inc.
reserves the absolute right to reject any or all tenders it determines not to be
in proper form or the acceptance of or payment for which may, in the opinion of
Chester Bancorp, Inc.'s counsel, be unlawful. Chester Bancorp, Inc. also
reserves the absolute right to waive any of the conditions of the Offer (other
than the Avoidance of Rule 13e-3 Transaction Condition and the No Legal
Prohibition Condition) and any defect or irregularity in the tender of any
particular shares or any particular shareholder. No tender of shares will be
deemed to be validly made until all defects or irregularities have been cured or
waived. None of Chester Bancorp, Inc., the Depositary or any other person is or
will be obligated to give
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notice of any defects or irregularities in tenders, and none of them will incur
any liability for failure to give any such notice.
13. ODD LOTS. If Chester Bancorp, Inc. is to purchase fewer than all
shares properly tendered and not properly withdrawn, the shares purchased first
will consist of all shares properly tendered by any shareholder who owns,
beneficially or of record, an aggregate of fewer than 100 shares and who tenders
all of such shareholder's shares. This preference will not be available unless
the section captioned "Odd Lots" is completed.
14. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in the
Offer to Purchase, you may designate the order in which your shares are to be
purchased in the event of proration. The order of purchase may affect whether
any capital gain or loss recognized on the shares purchased is long-term or
short-term (depending on the holding period for the shares purchased) and the
amount of gain or loss recognized for federal income tax purposes.
15. LOST, STOLEN OR DESTROYED CERTIFICATES. If your certificate(s)
representing shares have been lost, stolen or destroyed, so indicate. The
Depositary will send you additional documentation that will need to be completed
to effectively surrender such lost, stolen or destroyed certificates.
16. WAIVER OF CONDITIONS. The conditions set forth in this Letter of
Transmittal are for the sole benefit of Chester Bancorp, Inc. and may be
asserted prior to the expiration date by Chester Bancorp, Inc. regardless of the
circumstances giving rise to any such conditions or may be waived at any one
time and from time to time prior to the expiration date in Chester Bancorp,
Inc.'s sole discretion.
IMPORTANT
This Letter of Transmittal (or a manually signed facsimile of it)
together with share certificates and all other required documents must be
received by the Depositary, or the Notice of Guaranteed Delivery must be
received by the Depositary, prior to the expiration date of the Offer. Any
questions or requests for assistance may be directed to the Depositary. Requests
for additional copies of the Offer to Purchase and Letter of Transmittal may be
directed to the Depositary.
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DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE
SUBSTITUTE FORM W-9: REQUEST FOR
TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
PAYER'S NAME: Chester National Bank
PART 1 - PLEASE PROVIDE YOUR TAX IDENTIFICATION NUMBER (TIN) IN THE BOX BELOW
AND CERTIFY BY SIGNING AND DATING BELOW.
Social Security Number: __ __ __-__ __-__ __ __ __
or Employer Identification Number: __ __ - __ __ __ __ __ __ __
For payees exempt from backup withholding, please write "EXEMPT" here (see the
enclosed Guidelines):
PART 2 - CERTIFICATION - Under penalties of perjury, I certify that:
(1) the number shown on this form is my correct TIN (or I am waiting for a
number to be issued to me) and
(2) I am not subject to backup withholding either because (i) I am exempt from
backup withholding, or (ii) I have not been notified by the Internal
Revenue Service ("IRS") that I am subject to backup withholding as a result
of a failure to report all interest or dividends, or (iii) the IRS has
notified me that I am no longer subject to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
PART 3 - Awaiting TIN
INSTRUCTIONS - You must cross out Part 2 item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
of under reporting interest or dividends on your tax returns. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out such item (2).
SIGNATURE: ____________________________
DATE:______________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING,
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING
TAXPAYER IDENTIFICATION NUMBER
I certify under the penalty of perjury that a taxpayer identification number has
not been issued to me and either (a) I have mailed an application to receive a
taxpayer identification number to the appropriate Internal Revenue Service
Center or Social Security Administration Office or (b) I intend to mail or
deliver an application in the near future. I understand that if I do not provide
a taxpayer identification number within 60 days, 31% of all reportable payments
made to me thereafter will be withheld until I provide a number.
SIGNATURE:_________________________ DATE:________________
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