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EXHIBIT 99 (a)(6)
FORM OF LETTER TO BROKERS, DEALERS
[Chester Bancorp, Inc. Letterhead ]
July 10, 2001
Re: Offer to Purchase for Cash by Chester Bancorp for 250,000 shares
of its Common Stock. The offer, proration period and withdrawal
rights expire at 5:00 p.m., Central Daylight Time, on August 15,
2001, unless the offer is extended.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated
July 10, 2001 (the "Offer to Purchase") and the related Letter of Transmittal in
connection with the offer by Chester Bancorp, a Delaware corporation ("Chester
Bancorp"), to purchase up to 250,000 shares of its Common Stock, at purchase
price of $17.75 per share, net to the seller in cash, without interest, as
specified by tendering shareholders. The offer is being made on the terms and
subject to the conditions set forth in the Offer to Purchase and the Letter of
Transmittal (as amended or supplemented from time to time). Also enclosed
herewith are certain other materials related to the Offer, including a letter to
shareholders from Michael W. Welge, Chairman, President and Chief Financial
Officer of Chester Bancorp.
Only Common shares validly tendered and not withdrawn, will be
purchased. However, because of the proration provisions described in Chester
Bancorp's Offer to Purchase, all Common shares tendered may not be purchased if
more than 250,000 Common shares are tendered. All shares tendered and not
purchased, including shares not purchased because of proration or the
conditional tender procedures, will be returned at Chester Bancorp's expense
promptly following the expiration date.
Chester Bancorp reserves the right, in its sole discretion, to
purchase additional shares in the offer up to 2% of the outstanding shares of
Common Stock, subject to applicable legal requirements.
As described in Chester Bancorp's Offer to Purchase, if more than
250,000 common shares have been validly tendered and not withdrawn, Chester
Bancorp will purchase validly tendered (and not withdrawn) Common shares in the
following order of priority:
o First, Chester Bancorp will purchase shares from all holders of
"odd lots" of less than 100 shares who have properly tendered all of their
shares prior to the expiration date and completed the "Odd Lots" box in the
Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery;
o Second, Chester Bancorp will purchase all shares conditionally
tendered in accordance with Section 5 of the Offer to Purchase for which the
condition was satisfied without regard to the procedure in the next bulleted
clause, and all other shares tendered properly and unconditionally on a pro rata
basis if necessary; and
o Finally, if necessary to permit Chester Bancorp to purchase
250,000 shares, shares conditionally tendered (for which the condition was not
initially satisfied) and not withdrawn prior to the expiration date, will be
selected for purchase by random lot in accordance with the Offer to Purchase -
provided that, to be eligible for purchase by random lot, all Common shares
owned by the tendering shareholder must have been properly tendered and the
appropriate box must have been checked in the "Conditional Tenders" box in the
Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery.
A tender of your shares can only be made by us pursuant to your
instructions as we are the holder of record of shares held for your account. The
Letter of Transmittal is furnished to you for your information only and cannot
be used by you to tender shares held by us for your account.
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Please instruct us as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Your attention is directed to the following:
o The offer is for up to 250,000 shares of Common Stock. Chester
Bancorp may, but will not be obligated to purchase additional shares up to 2% of
the outstanding Common Stock, subject to applicable legal requirements. The
offer is not conditioned on any minimum number of shares being tendered. The
offer is, however, subject to certain other conditions set forth in the Offer to
Purchase.
o The offer, proration period and withdrawal rights will expire at
5:00 p.m., Central Daylight Time, on August 15, 2001, unless the offer is
extended. Your instructions should be forwarded to us in ample time to permit us
to submit a tender on your behalf.
o Tendering shareholders will not be obligated to pay brokerage
commissions or solicitation fees on Chester Bancorp's purchase of shares in the
offer. Shareholders, however, may incur fees associated with the tendering of
shares held in custodial or other beneficiary accounts. Any stock transfer taxes
applicable to the purchase of shares by Chester Bancorp pursuant to the offer
will be paid by Chester Bancorp, except as otherwise provided in the Offer to
Purchase and Instruction 6 of the Letter of Transmittal.
o You may instruct us to tender shares on your behalf subject to the
condition that a specified minimum number of your tendered shares be purchased
if any such tendered shares are purchased, as described in the Offer to
Purchase. It is your responsibility to calculate such minimum number and you are
urged to consult a tax advisor. If you wish us to make a conditional tender on
your behalf, you must complete the box captioned "Conditional Tenders" in the
Instruction Form. If, because of proration, the minimum number of shares that
you specified 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 check the box so
indicating. In selecting among such conditional tenders, Chester Bancorp will
select by lot and will limit its purchase in each case to the designated minimum
number of shares to be purchased.
o If you are an odd lot holder, meaning that you own beneficially or
of record fewer than 100 shares, and you instruct us to tender on your behalf
all such shares at the purchase price before the expiration date and check the
box captioned "Odd Lots" in the attached instruction form, Chester Bancorp will
accept all such shares for purchase before proration, if any, of the purchase of
other shares properly tendered and not properly withdrawn.
o Chester Bancorp's board of directors has approved the offer.
However, you must make your own decision whether to tender shares and, if so,
how many shares to tender and the price or prices at which you are tendering
your shares. Neither we, Chester Bancorp, its board of directors, nor the
Information Agent makes any recommendation to any shareholder as to whether to
tender or refrain from tendering shares.
If you wish to have us tender any or all of your shares held by us
for your account upon the terms and subject to the conditions set forth in the
Offer to Purchase, please so instruct us by completing, executing and returning
to us the attached Instruction Form. An envelope to return your instruction to
us is enclosed. If you authorize tender of your shares, all such shares will be
tendered unless otherwise specified on the Instruction Form. Your instructions
should be forwarded to us in ample time to permit us to submit a tender on your
behalf prior to the expiration of the offer.
The tender offer is being made solely under the Offer to Purchase
and the Letter of Transmittal and is being made to all holders of Common Stock.
The tender offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of shares residing in any jurisdiction in which the making of
the tender offer or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction.
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INSTRUCTION FORM
Offer to Purchase for Cash
Made by Chester Bancorp
for 250,000 Shares
of its Common Stock
By signing this Instruction Form you acknowledge receipt of our
letter and the enclosed Offer to Purchase, dated July 10, 2001, and the related
Letter of Transmittal in connection with the offer by Chester Bancorp ("Chester
Bancorp") to purchase up to 250,000 shares of its Common Stock ("Shares") at a
price of $17.75 per Share, net to the seller in cash (the "Offer"), as specified
by tendering shareholders, upon the terms and subject to the conditions of the
Offer. Chester Bancorp may, but will not be obligated to, purchase additional
shares up to 2% of the outstanding shares of Common Stock, subject to applicable
legal requirements.
This will instruct you to tender to Chester Bancorp the number of
Shares indicated below (or, if no number is indicated below, all Shares) that
are held by you for the account of the undersigned, at the price per Share
indicated below, upon the terms and subject to the conditions of the Offer.
SHARES TENDERED
If fewer than all Shares are to be tendered, please check this box
and indicate below the aggregate number of Shares to be tendered by us. Unless
this box is checked, it will be assumed that all Shares held by us for your
account are to be tendered.
[ ] _________________ Shares
ODD LOTS
(See Instruction 13 to the Letter of Transmittal)
Complete this section only if you own, beneficially or of record, an
aggregate of fewer than 100 Shares and are tendering all of your Shares.
[ ] The undersigned is the beneficial or record owner of an
aggregate of fewer than 100 Shares, all of which are being tendered; or is a
dealer, commercial bank, trust company or other nominee that (a) is tendering
for the beneficial owner(s), Shares with respect to which the undersigned 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.
CONDITIONAL TENDERS
(See Instruction 8 of the Letter of Transmittal)
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.
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[ ] 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.
PLEASE SIGN HERE
(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)
Areas Code(s) and Telephone Number(s): ___________________________
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