1
STOCK
OFFERINGS
QUESTIONS
AND
ANSWERS
COMMUNITY SAVINGS BANKSHARES, INC.
(LOGO)
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STOCK OFFERINGS
QUESTIONS & ANSWERS
FACTS ABOUT THE PLAN OF CONVERSION & REORGANIZATION
THE BOARDS OF DIRECTORS OF COMMUNITY SAVINGS BANKSHARES, INC. (THE "MID-TIER
HOLDING COMPANY"), ITS WHOLLY OWNED SUBSIDIARY COMMUNITY SAVINGS, F. A. (THE
"ASSOCIATION") AND COMFED, M. H. C. (THE "MHC") UNANIMOUSLY ADOPTED A PLAN OF
CONVERSION AND AGREEMENT AND PLAN OF REORGANIZATION (THE "PLAN") TO CONVERT FROM
THE TWO-TIER MUTUAL HOLDING COMPANY STRUCTURE TO A STOCK HOLDING COMPANY
STRUCTURE. THE NEWLY FORMED DELAWARE CHARTERED STOCK HOLDING COMPANY FOR THE
ASSOCIATION WILL ALSO BE CALLED COMMUNITY SAVINGS BANKSHARES, INC. (THE
"COMPANY"). WE REFER TO THIS AS THE "CONVERSION."
THIS BROCHURE ANSWERS SOME OF THE MOST FREQUENTLY ASKED QUESTIONS ABOUT THE
CONVERSION AND ABOUT YOUR OPPORTUNITY TO INVEST IN THE NEWLY FORMED COMPANY
THROUGH THE SUBSCRIPTION OFFERING, THE ELIGIBLE PUBLIC SHAREHOLDER OFFERING, AND
THE COMMUNITY OFFERING (COLLECTIVELY, THE "OFFERINGS").
INVESTMENT IN THE STOCK OF THE COMPANY INVOLVES CERTAIN RISKS. FOR A DISCUSSION
OF THESE RISKS AND OTHER FACTORS, INVESTORS ARE URGED TO READ THE ACCOMPANYING
PROSPECTUS, ESPECIALLY THE DISCUSSION UNDER THE HEADING "RISK FACTORS."
WHY ARE THE MID-TIER HOLDING COMPANY, THE ASSOCIATION AND THE MHC REORGANIZING
INTO THE STOCK HOLDING COMPANY STRUCTURE?
The stock holding company form of ownership is used by most business
corporations and an increasing number of banks and savings institutions. Through
the sale of its common stock, the Company will raise additional capital enabling
it to:
- - Purchase all the capital stock of the Association, contributing a
portion of the proceeds raised from the sale of the Company's common
stock in the Offerings. The Association, in turn, will utilize these
funds to support and broaden the range of its products and services
offered;
- - Consider future expansion of operations of the Association as well as
possible diversification into other banking related businesses; and
- - Allow customers of the Association to subscribe to purchase stock and
share in the Company's and the Association's future. Additionally,
current shareholders of the Mid-Tier Holding Company will receive
shares of the Company's common stock in exchange for their current
shares.
WILL THE CONVERSION AFFECT ANY OF MY DEPOSIT ACCOUNT(S) OR LOAN(S)?
No. The Conversion will have no effect on the balance or terms of any deposit
account or loan, and your deposits will continue to be federally insured by the
Federal Deposit Insurance Corporation ("FDIC") to the maximum legal limit. Your
deposit account will not be converted to stock. The common stock purchased from
the Company,
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however, cannot and will not be insured by the FDIC or any other governmental
agency.
WHO IS ELIGIBLE TO PURCHASE STOCK IN THE OFFERINGS?
Depositors and borrowers of Community Savings as of specified record dates, the
Association's Employee Stock Ownership Plan, and the directors, officers and
employees of the Association may purchase stock in the Subscription Offering.
The Mid-Tier Holding Company's public shareholders as of ____, 1998 may purchase
shares in the Eligible Public Shareholders Offering. The Company may offer and
sell any remaining shares to certain members of the general public in the
Community Offering.
HOW MANY SHARES OF STOCK ARE BEING OFFERED AND AT WHAT PRICE?
The Company is offering up to 6,590,357 shares (subject to adjustment up to
7,578,961 shares) of common stock at a price of $10.00 per share through the
Offerings. In addition, common stock of the Mid-Tier Holding Company held by
public shareholders will be exchanged for shares of the Company pursuant to an
Exchange Ratio as described below. Following the consummation of the Conversion,
both the shares purchased in the Offerings and the shares exchanged from the
Mid-Tier Holding Company will be treated as the same common stock ("Company
Common Stock").
I CURRENTLY OWN COMMON STOCK IN THE MID-TIER HOLDING COMPANY. HOW WILL MY SHARES
BE EXCHANGED?
Each share of the Mid-Tier Holding Company common stock will automatically be
converted into shares of Company Common Stock according to a ratio (the
"Exchange Ratio"). The Exchange Ratio insures that you will retain nearly the
same aggregate percentage ownership in the Company as you had in the Mid-Tier
Holding Company prior to the Conversion. This percentage will be adjusted
pursuant to the Office of Thrift Supervision's policy to reflect: (a) any change
in the assets of the MHC (other than the common stock of the Mid-Tier Holding
Company held thereby), (b) cash awarded in lieu of fractional shares, (c)
certain dividends waived by the MHC, and (d) any options to purchase Mid-Tier
Holding Company stock exercised prior to the completion of the Conversion.
Depending on the amount of the Company Common Stock sold in the Offerings, the
Exchange Ratio will range from approximately 1.8203 to 2.4628 (up to 2.8322 if
the maximum number, as adjusted, of shares is sold).
WHEN WILL I RECEIVE MY COMPANY COMMON STOCK IN EXCHANGE FOR THE SHARES I
CURRENTLY OWN?
Current holders of the common stock of the Mid-Tier Holding Company will be sent
transmittal forms immediately following the completion of the Conversion. When
you receive the transmittal form, you will need to send your shares of the
Mid-Tier Holding Company to the address indicated on the transmittal form.
DO NOT FORWARD SHARES TO THE ASSOCIATION. MID-TIER HOLDING COMPANY SHARES
SUBMITTED FOR EXCHANGE MUST BE SENT TO THE DESIGNATED EXCHANGE AGENT ACCOMPANIED
BY THE TRANSMITTAL FORM.
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HOW MUCH STOCK MAY I PURCHASE IN THE CONVERSION?
The minimum order is 25 shares. The maximum purchase limitation for any person
in the Subscription Offering is generally 100,000 shares. In addition, the
maximum purchase limitation for any person in the Community Offering or Eligible
Public Shareholders Offering is 100,000 shares. No person together with persons
acting in concert may purchase in the Offerings more than the number of shares
of Conversion Stock that, when combined with Exchange Shares received by such
person or group acting in concert, aggregate more than 3% of the total number of
shares of Company Common Stock issued in the Conversion (281,775 if the minimum
number of shares is sold and 381,225 shares if the maximum number of shares is
sold).
DO I HAVE TO BUY STOCK?
No, you do not have to buy stock. The Conversion, however, will allow the
Association's eligible depositors and borrowers, employees, officers and
directors, and Eligible Public Shareholders an opportunity to subscribe to buy
stock. These individuals have an opportunity to become shareholders of the
Company and to share in the Company's and the Association's future.
HOW DO I ORDER STOCK IN THE OFFERINGS?
You must complete the stock order form and certification (the "Order Form") by
following the instructions included in your packet of information. Your order
must be received at the Stock Center or one of the branches of the Association
by 12:00 noon, Eastern Time on ___________, 1998.
IF I PLACE AN ORDER FOR STOCK, AM I GUARANTEED TO RECEIVE THAT STOCK?
No. Placing an order for stock does not guarantee that you will receive any or
all of your order for shares. Orders are filled on a priority basis. For
detailed information on the preference categories, refer to the section "The
Conversion" in the Prospectus.
HOW MAY I PAY FOR MY SHARES OF STOCK?
You must include payment by check or money order with your Order Form. Cash will
be accepted only if delivered in person to a branch of the Association where it
will be converted into a check. The Association will pay interest on these funds
at the passbook rate.
You may also authorize us to withdraw funds from your deposit account or
certificate of deposit at the Association for the amount of funds you specify
for payment. The Association is waiving all of its early withdrawal penalties on
certificates of deposit where the funds are used to subscribe for stock.
NOTE: YOU WILL NOT HAVE ACCESS TO THESE FUNDS FROM THE DAY WE RECEIVE YOUR ORDER
UNTIL THE COMPLETION OR TERMINATION OF THE CONVERSION.
MAY I PURCHASE SHARES USING FUNDS IN MY IRA ACCOUNT AT THE ASSOCIATION?
Federal regulations do not permit the purchase of stock in your existing IRA
account at the Association. However, stock may be purchased in a SELF-DIRECTED
IRA. To accommodate our IRA depositors, we have made arrangements to have funds
transferred into self-directed IRA accounts
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to allow for such purchases. Please call our Stock Center as soon as possible at
(561) 626-9778 or toll-free at (888) 642-0084 for additional information.
WILL THE STOCK BE INSURED?
No. Like any other common stock, the Company Common Stock will not be insured by
the FDIC, the Bank Insurance Fund, the Savings Association Insurance Fund or any
other governmental agency.
WILL DIVIDENDS BE PAID ON THE STOCK?
The Board of Directors of the Company intends to declare cash dividends on the
Common Stock commencing with the first quarter following the consummation of the
Conversion. The Mid-Tier Holding Company and the Association have historically
paid a regularly quarterly dividend. For the quarters ended March 31, 1998 and
June 30, 1998, that dividend was $.225 per share. The Company intends to pay a
quarterly dividend on its stock at a rate equal to no less than $.225 per share
on the common stock of the Mid-Tier Holding Company. For example, based on an
Exchange Ratio of 2.1416, the cash dividend following the consummation of the
conversion would be approximately $.1051 per share per quarter.
DOES THE COMPANY HAVE A DIVIDEND REINVESTMENT PROGRAM ("DRIP")?
Yes. The Company offers a Dividend Reinvestment Plan which enables shareholders
to purchase additional shares of the Common Stock without having to pay
brokerage commissions or service charges. Shareholders who enroll in the DRIP
can purchase shares of the Common Stock with dividends that otherwise would have
been paid in cash, and with any additional cash investments. Information about
the DRIP will be distributed by the plan administrator, Mellon Securities Trust
Company, after the Conversion is completed.
HOW WILL THE STOCK BE TRADED?
Currently, shares of the Mid-Tier Holding Company are trading under the symbol
"CMSV." After the Reorganization, all shares purchased in the Offering as well
as the exchange shares received for Mid-Tier Holding Company Common Stock will
trade together under the same symbol, "CMSV." However, no assurances can be
given that an active and liquid market will develop.
DO I PAY A COMMISSION?
No. You will not be charged a commission or fee on the purchase of shares of
Company Common Stock in the Offerings.
SHOULD I VOTE IN FAVOR OF THE PLAN OF CONVERSION?
Yes. The Boards of Directors of the Association, the Company, and the MHC
recommend that you vote in favor of the Conversion. Your "FOR" vote is very
important!
WHY DID I GET SEVERAL PROXY CARDS?
If you have more than one account, you could receive more than one proxy card,
depending on the ownership structure of your accounts. In addition, if you
currently own stock in the Mid-Tier Holding Company, you would receive
additional proxy cards. PLEASE VOTE, SIGN AND RETURN ALL PROXY CARDS TODAY!
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HOW MANY VOTES DO I HAVE?
Every depositor entitled to vote may cast one vote for each $100, or fraction
thereof, on deposit as of the voting record date. In addition, borrowers of the
Association, as of October 21, 1994, may cast one vote to the extent they are
still borrowers of the Association. The maximum is 1,000 votes. We must receive
affirmative votes from a majority of members of the MHC in order to approve the
Plan.
In addition, the Plan must be approved by the current shareholders of the
Mid-Tier Holding Company. Every person who owns stock in the Mid-Tier Holding
Company may cast one vote for each share owned as of ____, 1998. We must receive
affirmative votes from two-thirds of the total outstanding shares (including
those held by the MHC) as well as a majority of the votes cast (not including
the MHC) in order to approve the Plan.
MAY I VOTE IN PERSON AT THE SPECIAL MEETINGS?
Yes, but we would still like you to sign and mail your proxy card today. If you
decide to revoke your proxy, you may do so by voting at the Special Meeting of
Members to be held at ____ p.m. on __________, 1998 or the Special Meeting of
Shareholders to be held at ____ p.m. on _____, 1998.
FOR ADDITIONAL INFORMATION YOU MAY CALL OUR STOCK CENTER AT (561) 626-9778 OR
TOLL-FREE AT (888) 642-0084, BETWEEN 9:00 A.M. AND 5:00 P.M., EASTERN TIME,
MONDAY THROUGH FRIDAY.
The shares of common stock offered in the Conversion are not savings accounts or
deposits and are not insured by the FDIC, 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 accompanied by the Order Form.
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PROXY GRAM
We recently forwarded to you information advising that Community Savings, F.
A., Community Savings Bankshares, Inc., and ComFed, M. H. C. had received
regulatory approval to reorganize into the stock holding company form of
ownership.
Your vote on our Plan of Conversion and Agreement and Plan of Reorganization
(the "Plan") has not yet been received. FAILURE TO VOTE HAS THE SAME EFFECT AS
VOTING AGAINST THE PLAN. ALL VOTES MUST BE RECEIVED BY _____________, 1998.
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 Plan does not obligate you to purchase stock. Additionally,
approval of the Plan will not affect the terms or insurance of your accounts or
loans at Community Savings, F. A.
The Boards of Directors unanimously recommend that you vote "FOR" the Plan.
COMMUNITY SAVINGS, F. A., COMMUNITY SAVINGS BANKSHARES, INC., AND COMFED, M. H.
C.
James B. Pittard, Jr.
President and Chief Executive Officer
If you have already returned your proxy cards, please accept our thanks and
disregard this request. For further information call our Stock Center at (xxx)
xxx-xxxx or toll-free at (888) xxx-xxxx.
THE COMMON STOCK IS NOT A DEPOSIT OR SAVINGS ACCOUNT AND IS NOT FEDERALLY
INSURED OR GUARANTEED. THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF
AN OFFER TO BUY STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY
THE STOCK ORDER FORM AND CERTIFICATION.
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MEETING INVITATION
COMMUNITY SAVINGS SHARE IN
BANKSHARES, INC. OUR FUTURE
YOU ARE CORDIALLY INVITED TO A COMMUNITY INVESTOR MEETING & RECEPTION TO LEARN
ABOUT THE PLAN OF CONVERSION AND RELATED OFFERINGS OF COMMUNITY SAVINGS
BANKSHARES, INC. (THE NEWLY FORMED DELAWARE CORPORATION AND PROPOSED
HOLDING COMPANY OF COMMUNITY SAVINGS, F. A.) COMMON STOCK.
SEE THE REVERSE SIDE OF THIS CARD FOR THE DATES, TIMES AND
LOCATIONS OF THESE MEETINGS
SENIOR EXECUTIVES OF COMMUNITY SAVINGS WILL PRESENT INFORMATION AND ANSWER YOUR
QUESTIONS ABOUT COMMUNITY SAVINGS' PLAN OF CONVERSION AND AGREEMENT AND PLAN OF
REORGANIZATION AND RELATED STOCK OFFERINGS. YOU WILL ALSO BE PRESENTED WITH
INFORMATION REGARDING COMMUNITY SAVINGS' BUSINESS FOCUS AND
RESULTS OF OPERATIONS.
SEATING IS LIMITED
PLEASE CALL THE STOCK CENTER TO MAKE YOUR RESERVATION.
(XXX) XXX-XXXX
(888) XXX-XXXX
THIS INVITATION IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY THESE SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY
THE ORDER FORM. THE SHARES OF COMMON STOCK 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.
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MEETING INVITATION
COMMUNITY SAVINGS SHARE IN
BANKSHARES, INC. OUR FUTURE
COMMUNITY INVESTOR MEETING SCHEDULE
PLEASE CALL THE STOCK CENTER TO MAKE YOUR RESERVATION: (XXX) XXX-XXXX
OR TOLL FREE (888) XXX-XXXX
MEETING LOCATIONS AND TIMES GO HERE.
THIS INVITATION IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY THESE SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY
THE ORDER FORM. THE SHARES OF COMMON STOCK 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.
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ADS WILL RUN ??? TIMES IN EACH COUNTY. AD WILL BE 6 7/16 X 10(3X10)
- --------------------------------------------------------------------
COMMUNITY SAVINGS SHARE IN
BANKSHARES, INC. OUR FUTURE
Community Savings Bankshares, Inc., a newly formed Delaware corporation and the
proposed holding company for Community Savings, F. A. is offering up to
7,753,143 shares of common stock.
YOU ARE INVITED...
to a Community Investor Meeting and Reception
Senior executives of Community Savings, F. A. are hosting Community Investor
Meetings. In addition to learning details about the stock offering, you'll be
presented with information about Community Savings' business focus and results
of operations.
TBD DATE
TBD PLACE
TBD TIME
To receive a copy of the Prospectus or to make a reservation to attend one of
the meetings, please call the Stock Center at (xxx) xxx-xxx or toll-free (888)
xxx-xxxx from 9:00 a.m. to 5:00 p.m., Monday through Friday.
THIS INVITATION IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY THESE SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY
THE ORDER FORM. THE SHARES OF COMMON STOCK 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.
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[Member Letter - Community Savings, F. A. letterhead]
_____________, 1998
Dear Member:
I am pleased to inform you that the Boards of Directors of Community
Savings, F. A. (the "Association"), Community Savings Bankshares, Inc. (the
"Mid-Tier Holding Company") and ComFed, M. H. C. (the "MHC") have adopted a Plan
of Conversion and Agreement and Plan of Reorganization (the "Plan"). Pursuant to
the Plan, the Association will become a subsidiary of a newly formed Delaware
stock corporation which will also be called Community Savings Bankshares, Inc.
(the "Company"), and the existing shareholders of the Mid-Tier Holding Company
(other than the MHC) will be issued shares of the common stock of the Company
(the "Company Common Stock") in exchange for their shares of common stock of the
Mid-Tier Holding Company (the "Exchange"). The Exchange will result in those
shareholders owning in the aggregate approximately the same percentage of the
Company as they had owned in the Mid-Tier Holding Company, subject to certain
adjustments. In addition to the shares of Company Common Stock to be issued in
the Exchange, the Company is also offering up to 6,590,357 shares of common
stock to the MHC's members, shareholders of the Mid-Tier Holding Company and
certain members of the public (collectively, the "Conversion"). Consummation of
the Conversion is subject to (i) the approval of the members of the MHC, (ii)
the approval of the shareholders of the Mid-Tier Holding Company and (iii)
various regulatory approvals.
Your deposits and loans with the Association will not change due to the
Conversion. There will be no change in the balance, interest rate or maturity of
deposits or loans because of the Conversion. Your deposits will continue to be
insured by the Federal Deposit Insurance Corporation to the maximum amount
permitted by law to the same extent as prior to the Conversion.
We are asking depositors of the Association as of _____, 1998, the
Voting Record Date, as well as borrowers of the Association as of October 21,
1994 who continue to be borrowers and/or depositors as of the Special Meeting of
Members, to vote "FOR" the Plan. If you and/or members of your family have
multiple accounts with the Association, you may receive more than one proxy
card. PLEASE VOTE ALL PROXY CARDS FOUND IN THE FRONT OF THE MAILING ENVELOPE and
return them today in the enclosed postage-paid envelope, even if you plan to
attend the Special Meeting of Members to be held on ________, 1998 at ____.m.
Your vote "FOR" the Conversion will not require you to buy any stock. A Proxy
Statement and Prospectus relating to the Conversion is enclosed.
As part of this process, the Company is offering shares of its common
stock in accordance with federal regulations. You may take advantage of your
nontransferable right to purchase shares directly from the Company, without
commission or fee. We have enclosed a package of information, including a stock
order form and certification (the "Order Form") and a Prospectus, which will
help you learn more about investing in Company Common Stock. Please read and
review the materials carefully before making an investment decision. A PROPERLY
EXECUTED ORDER FORM AND PAYMENT IN FULL MUST BE RECEIVED AT THE STOCK CENTER OR
AT ONE OF THE BRANCHES OF THE ASSOCIATION BY 12:00 NOON, EASTERN TIME, ON _____,
1998.
If you have any questions about the Conversion, please call (xxx)
xxx-xxxx or toll-free (888) xxx-xxxx or visit the Stock Center located at
______,_____,FL, _zipcode_ between 9:00 a.m. and 5:00 p.m., Eastern Time, Monday
through Friday.
Thank you for giving these matters your attention and timely consideration.
Sincerely,
James B. Pittard, Jr.
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 NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY THE ORDER FORM.
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[Member Letter - Community Savings, F. A. letterhead]
,1998
-------------
Dear Member:
I am pleased to inform you that the Boards of Directors of Community
Savings, F. A. (the "Association"), Community Savings Bankshares, Inc. (the
"Mid-Tier Holding Company") and ComFed, M. H. C. (the "MHC") have adopted a
Plan of Conversion and Agreement and Plan of Reorganization (the "Plan").
Pursuant to the Plan, the Association will become a subsidiary of a newly
formed Delaware stock corporation which will also be called Community Savings
Bankshares, Inc. (the "Company"), and the existing shareholders of the Mid-Tier
Holding Company (other than the MHC) will be issued shares of the common stock
of the Company (the "Company Common Stock") in exchange for their shares of
common stock of the Mid-Tier Holding Company (the "Exchange"). The Exchange
will result in those shareholders owning in the aggregate approximately the
same percentage of the Company as they had owned in the Mid-Tier Holding
Company, subject to certain adjustments. In addition to the shares of Company
Common Stock to be issued in the Exchange, the Company is also offering up to
6,590,357 shares of common stock to the MHC's members, shareholders of the
Mid-Tier Holding Company and certain members of the public (collectively, the
"Conversion"). Consummation of the Conversion is subject to (i) the approval of
the members of the MHC, (ii) the approval of the shareholders of the Mid-Tier
Holding Company and (iii) various regulatory approvals.
Your deposits and loans with the Association will not change due to the
Conversion. There will be no change in the balance, interest rate or maturity
of deposits or loans because of the Conversion. Your deposits will continue to
be insured by the Federal Deposit Insurance Corporation to the maximum amount
permitted by law to the same extent as prior to the Conversion.
We are asking depositors of the Association as of _____, 1998, the
Voting Record Date, as well as borrowers of the Association as of October 21,
1994 who continue to be borrowers and/or depositors as of the Special Meeting
of Members, to vote "FOR" the Plan. If you and/or members of your family have
multiple accounts with the Association, you may receive more than one proxy
card. PLEASE VOTE ALL PROXY CARDS FOUND IN THE FRONT OF THE MAILING ENVELOPE
and return them today in the enclosed postage-paid envelope, even if you plan
to attend the Special Meeting of Members to be held on ________, 1998 at
____.m. Your vote "FOR" the Conversion will not require you to buy any stock. A
Proxy Statement and Prospectus relating to the Conversion is enclosed.
As part of this process, the Company is offering shares of its common
stock in accordance with federal regulations. You may take advantage of your
nontransferable right to purchase shares directly from the Company, without
commission or fee. We have enclosed a package of information, including a stock
order form and certification (the "Order Form") and a Prospectus, which will
help you learn more about investing in Company Common Stock. Please read and
review the materials carefully before making an investment decision. A PROPERLY
EXECUTED ORDER FORM AND PAYMENT IN FULL MUST BE RECEIVED AT THE STOCK CENTER OR
AT ONE OF THE BRANCHES OF THE ASSOCIATION BY 12:00 NOON, EASTERN TIME, ON
_____, 1998.
If you have any questions about the Conversion, please call (xxx)
xxx-xxxx or toll-free (888) xxx-xxxx or visit the Stock Center located at
______,_____,FL, _zipcode_ between 9:00 a.m. and 5:00 p.m., Eastern Time,
Monday through Friday.
Thank you for giving these matters your attention and timely consideration.
Sincerely,
James B. Pittard, Jr.
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 NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN
OFFER TO BUY STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY THE
ORDER FORM.
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[Closed Account Letter - Community Savings, F. A. Letterhead]
______________, 1998
Dear Friend:
I am pleased to inform you that the Boards of Directors of Community
Savings, F. A. (the "Association"), Community Savings Bankshares, Inc. (the
"Mid-Tier Holding Company") and ComFed, M. H. C. (the "MHC") have adopted a Plan
of Conversion and Agreement and Plan of Reorganization (the "Plan"). Pursuant to
the Plan, the Association will become a subsidiary of a newly formed Delaware
stock corporation which will also be called Community Savings Bankshares, Inc.
(the "Company"), and the existing shareholders of the Mid-Tier Holding Company
(other than the MHC) will be issued shares of the common stock of the Company
(the "Company Common Stock") in exchange for their shares of common stock of the
Mid-Tier Holding Company (the "Exchange"). The Exchange will result in those
shareholders owning in the aggregate approximately the same percentage of the
Company as they had owned in the Mid-Tier Holding Company, subject to certain
adjustments. In addition to the shares of Company Common Stock to be issued in
the Exchange, the Company is also offering up to 6,590,357 shares of common
stock to the MHC's members, shareholders of the Mid-Tier Holding Company and
certain members of the public (collectively, the "Conversion"). Consummation of
the Conversion is subject to (i) the approval of the members of the MHC, (ii)
the approval of the shareholders of the Mid-Tier Holding Company and (iii)
various regulatory approvals.
As part of the Conversion, the Company is offering shares of its common
stock in accordance with federal regulations. Because you had a deposit account
with the Association as of either June 30, 1997 or September 30, 1998, but
closed the account prior to __________, 1998, you are entitled to purchase the
common stock being offered but may not vote on the Plan. You may take advantage
of your nontransferable right to purchase shares directly from the Company,
without paying a commission or fee. We have enclosed a package of information,
including a stock order form and certification (the "Order Form") and a
Prospectus, which will help you learn more about investing in Company Common
Stock. Please read and review the materials carefully before making an
investment decision. A PROPERLY EXECUTED ORDER FORM AND PAYMENT IN FULL MUST BE
RECEIVED AT THE STOCK CENTER OR AT ONE OF THE BRANCHES OF THE ASSOCIATION BY
12:00 NOON, EASTERN TIME, ON _____, 1998.
If you have any questions about the Conversion, please call (xxx)
xxx-xxxx or toll-free (888) xxx-xxxx or visit the Stock Center located at
______,_____,FL, _zipcode_ between 9:00 a.m. and 5:00 p.m., Eastern Time, Monday
through Friday.
Thank you for giving these matters your attention and timely consideration.
Sincerely,
James B. Pittard, Jr.
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 NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY THE ORDER FORM.
14
(Prospective Investor Letter - Community Savings, F. A. letterhead)
, 1998
---------
Dear Prospective Investor:
I am pleased to announce that Community Savings, F. A. (the
"Association"), its mutual holding company, ComFed, M. H. C. (the "MHC") and
Community Savings Bankshares, Inc. (the "Mid-Tier Holding Company") are
converting and reorganizing into the stock holding company structure (the
"Conversion"). In conjunction with this Conversion, Community Savings
Bankshares, Inc. (the "Company"), a newly formed Delaware stock corporation for
the Association, is offering shares of common stock to be purchased in certain
offerings.
We have enclosed the following materials that will help you learn more
about investing in the common stock of the Company. Please read and review the
materials carefully before making an investment decision.
PROSPECTUS: This document provides detailed information about the
proposed stock offering and about the Association's operations.
QUESTIONS AND ANSWERS: Key questions and answers about the stock
offering are found in this pamphlet.
INVITATION: We are hosting informational community meetings where you
can learn more about the Conversion and stock offerings. Please call
the Stock Center to reserve a seat.
STOCK ORDER FORM AND CERTIFICATION (the "Order Form"): This form is
used to purchase stock by properly executing and returning it with your
payment to the Stock Center in the enclosed business reply envelope. A
PROPERLY EXECUTED ORDER FORM AND PAYMENT IN FULL MUST BE RECEIVED AT
THE STOCK CENTER OR AT ONE OF THE BRANCHES OF THE ASSOCIATION BY 12:00
NOON, EASTERN TIME, ON _____, 1998.
We invite you to place an order for stock of the Company. Through this
offering, you have the opportunity to buy stock directly from the Company
without paying a commission or fee.
If you have any questions about the Conversion, please call (xxx)
xxx-xxxx or toll-free (888) xxx-xxxx or visit the Stock Center located at
______,_____,FL, _zipcode_ between 9:00 a.m. and 5:00 p.m., Eastern Time,
Monday through Friday.
Thank you for giving these matters your attention and timely consideration.
Sincerely,
James B. Pittard, Jr.
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 NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN
OFFER TO BUY STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY THE
ORDER FORM.
15
[Broker Dealer Letter - FBR Letterhead]
_____, 1998
To Members and Friends of Community Savings, F. A. and Shareholders of Community
Savings Bankshares, Inc.:
Friedman, Billings, Ramsey & Co., Inc., a member of the National
Association of Securities Dealers, is assisting Community Savings, F. A. (the
"Association"), ComFed, M. H. C., and The Association's mid-tier holding company
with their conversion and reorganization into the stock holding company
structure ("Conversion"). In connection with the Conversion, Community Savings
Bankshares, Inc. (the "Company"), a newly formed Delaware corporation, which is
the proposed holding company for the Association, is offering shares of common
stock to be sold in a stock offering.
At the request of the Company, we are enclosing materials explaining
this process and your opportunity to invest in shares of the Company's common
stock being offered to customers, shareholders and the community through
_________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 about the Conversion, please call (xxx)
xxx-xxxx or toll-free (888) xxx-xxxx or visit the Stock Center located at
___________,______,FL zipcode between 9:00 a.m. and 5:00 p.m., Eastern Time,
Monday through Friday.
Very truly yours,
Friedman, Billings, Ramsey & Co., Inc.
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 NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY THE ORDER FORM.
16
(Shareholder Letter- STREET HOLDERS#1- Mid-Tier letterhead)
______________, 1998
Dear Shareholder:
I am pleased to inform you that the Boards of Directors of Community
Savings, F. A. (the "Association"), Community Savings Bankshares, Inc. (the
"Mid-Tier Holding Company") and ComFed, M. H. C. (the "MHC") have adopted a Plan
of Conversion and Agreement and Plan of Reorganization (the "Plan"). Pursuant to
the Plan, the Association will become a subsidiary of a newly formed Delaware
stock corporation which will also be called Community Savings Bankshares, Inc.
(the "Company"), and the existing shareholders of the Mid-Tier Holding Company
(other than the MHC) will be issued shares of the common stock of the Company
(the "Company Common Stock") in exchange for common stock of the Mid-Tier
Holding Company (the "Exchange"). The Exchange will result in those shareholders
owning in the aggregate approximately the same percentage of the Company as they
had owned in the Mid-Tier Holding Company, subject to certain adjustments. In
addition to the shares of Company Common Stock to be issued in the Exchange, the
Company is also offering up to 6,590,357 shares of common stock to the MHC's
members, shareholders of the Mid-Tier Holding Company and certain members of the
public (collectively, the "Conversion"). Consummation of the Conversion is
subject to (i) the approval of the members of the MHC, (ii) the approval of the
shareholders of the Mid-Tier Holding Company and (iii) various regulatory
approvals.
We are asking shareholders of the Mid-Tier Holding Company as of
__________,1998, the Voting Record Date, to vote "FOR" the Plan. If you and/or
members of your family hold stock in different names, you may receive more than
one proxy mailing. PLEASE VOTE ALL PROXY CARDS RECEIVED AND RETURN THEM TODAY IN
THE ENCLOSED POSTAGE-PAID envelope even if you plan on attending the Special
Meeting of Shareholders to be held on ________, 1998 at ______.m. Your vote
"FOR" the Conversion will not require you to buy any additional stock in the
Conversion. A Proxy Statement and Prospectus relating to the Conversion is
enclosed.
We have enclosed the following materials that will help you learn more
about the Conversion. Please read and review the materials carefully before
making an investment decision.
PROSPECTUS: This document provides detailed information about the
Association's operations and the proposed stock offering.
QUESTIONS AND ANSWERS BROCHURE: Key questions and answers about the
stock offering are found in this pamphlet.
INVITATION: We are hosting informational community meetings where you
can learn more about the Conversion and stock offerings. Please call
the Stock Center to reserve a seat in the meeting.
We are inviting our customers, existing shareholders and the general
public to place orders for stock of the Company. Through this offering you have
the opportunity to buy additional stock directly from the Company without paying
a commission or fee. YOU MAY OBTAIN A STOCK ORDER FORM AND CERTIFICATION (THE
"ORDER FORM") BY CONTACTING THE STOCK CENTER AT (XXX) XXX-XXXX OR TOLL-FREE
(888) XXX-XXXX. A PROPERLY EXECUTED ORDER FORM AND PAYMENT IN FULL MUST BE
RECEIVED AT THE STOCK CENTER OR AT ONE OF THE BRANCHES OF THE ASSOCIATION BY
12:00 NOON, EASTERN TIME, ON ____, 1998.
If you have any questions about the Conversion, please call one of the
above numbers or visit the Stock Center located at ______,_____,FL, _zipcode_
between 9:00 a.m. and 5:00 p.m., Eastern Time, Monday through Friday.
Thank you for giving these matters your attention and timely consideration.
Sincerely,
James B. Pittard, Jr.
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 NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY THE ORDER FORM.
17
(Shareholder Letter REGISTERED HOLDERS- Mid-tier letterhead)
, 1998
----------
Dear Shareholder:
I am pleased to inform you that the Boards of Directors of Community
Savings, F. A. (the "Association"), Community Savings Bankshares, Inc. (the
"Mid-Tier Holding Company") and ComFed, M. H. C. (the "MHC") have adopted a
Plan of Conversion and Agreement and Plan of Reorganization (the "Plan").
Pursuant to the Plan, the Association will become a subsidiary of a newly
formed Delaware stock corporation which will also be called Community Savings
Bankshares, Inc. (the "Company"), and the existing shareholders of the Mid-Tier
Holding Company (other than the MHC) will be issued shares of the common stock
of the Company (the "Company Common Stock") in exchange for common stock of the
Mid-Tier Holding Company (the "Exchange"). The Exchange will result in those
shareholders owning in the aggregate approximately the same percentage of the
Company as they had owned in the Mid-Tier Holding Company, subject to certain
adjustments. In addition to the shares of Company Common Stock to be issued in
the Exchange, the Company is also offering up to 6,590,357 shares of common
stock to the Association's members, shareholders of the Mid-Tier Holding
Company and certain members of the public (collectively, the "Conversion").
Consummation of the Conversion is subject to (i) the approval of the members of
the MHC, (ii) the approval of the shareholders of the Mid-Tier Holding Company
and (iii) various regulatory approvals.
We are asking shareholders of The Mid-Tier Holding Company as of
__________,1998, the Voting Record Date, to vote "FOR" the Plan. If you and/or
members of your family hold stock in different names, you may receive more than
one proxy mailing. PLEASE VOTE ALL PROXY CARDS RECEIVED AND RETURN THEM TODAY
IN THE ENCLOSED POSTAGE-PAID envelope even if you plan on attending the Special
Meeting of Shareholders to be held on ________-, 1998 at ________.m. Your vote
"FOR" the Conversion will not require you to buy any additional stock in the
Conversion. A Proxy Statement and Prospectus relating to the Conversion is
enclosed.
We have enclosed the following materials that will help you learn more
about investing in the common stock of the Company. Please read and review the
materials carefully before making an investment decision.
PROSPECTUS: This document provides detailed information about the
Association's operations and the proposed stock offering.
QUESTIONS AND ANSWERS BROCHURE: Key questions and answers about the
stock offering are found in this pamphlet.
INVITATION: We are hosting informational community meetings where you
can learn more about the Conversion and stock offerings. Please call
the Stock Center to reserve a seat.
STOCK ORDER FORM AND CERTIFICATION (the "Order Form"): This form is
used to purchase stock by properly executing and returning it with your
payment to the Stock Center in the enclosed postage-paid envelope. A
PROPERLY EXECUTED ORDER FORM AND PAYMENT IN FULL MUST BE RECEIVED AT
THE STOCK CENTER OR AT ONE OF THE BRANCHES OF THE ASSOCIATION BY 12:00
NOON, EASTERN TIME, ON _____, 1998.
We are inviting our customers, existing shareholders and the general
public to become shareholders of the Company. Through this offering you have
the opportunity to buy additional stock directly from the Company without
paying a commission or fee.
If you have any questions about the Conversion, please call (xxx)
xxx-xxxx or toll-free (888) xxx-xxxx or visit the Stock Center located at
______,_____,FL, _zipcode_ between 9:00 a.m. and 5:00 p.m., Eastern Time,
Monday through Friday.
Thank you for giving these matters your attention and timely consideration.
Sincerely,
James B. Pittard, Jr.
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 NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN
OFFER TO BUY STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY THE
ORDER FORM.
18
(Shareholder Letter- NoBo's - 2nd mailing-Mid-Tier Letterhead)
___________, 1998
Dear Shareholder:
Under separate cover on this date, we forwarded to you information
regarding Community Savings, F. A. (the "Association"), its mutual holding
company, ComFed, M. H. C. (the "MHC"), and Community Savings Bankshares, Inc.
(the "Mid-Tier Holding Company") and their conversion and reorganization into
the stock holding company structure (the "Conversion"). In conjunction with the
Conversion, Community Savings Bankshares, Inc. (the "Company"), a newly formed
Delaware corporation which is the proposed holding company for the Association,
is offering shares of common stock in certain offerings.
As a result of certain requirements, we could not forward a stock order
form and certification (the "Order Form") with the other packet of materials.
They are enclosed herein, along with a Prospectus and additional information.
A PROPERLY EXECUTED ORDER FORM AND PAYMENT IN FULL MUST BE RECEIVED AT
THE STOCK CENTER OR AT ONE OF THE BRANCHES OF THE ASSOCIATION BY 12:00 NOON,
EASTERN TIME, ON _____, 1998.
If you have any questions about the Conversion, please call (xxx)
xxx-xxxx or toll-free (888) xxx-xxxx or visit the Stock Center located at
______,_____,FL, _zipcode_ between 9:00 a.m. and 5:00 p.m., Eastern Time, Monday
through Friday.
Sincerely,
James B. Pittard, Jr.
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 NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY THE ORDER FORM.
19
(Dear Member "Dark Blue Sky" & Foreign Accounts - Mid-Tier letterhead)
___________,1998
Dear Member:
I am pleased to inform you that the Boards of Directors of Community
Savings, F. A. (the "Association"), Community Savings Bankshares, Inc. (the
"Mid-Tier Holding Company") and ComFed, M. H. C. (the "MHC") have adopted a Plan
of Conversion and Agreement and Plan of Reorganization (the "Plan"). Pursuant to
the Plan, the Association will become a subsidiary of a newly formed Delaware
stock corporation which will also be called Community Savings Bankshares, Inc.
(the "Company"), and the existing shareholders of the Mid-Tier Holding Company
(other than the MHC) will be issued shares of the common stock of the Company
(the "Company Common Stock") in exchange for common stock of the Mid-Tier
Holding Company (the "Exchange"). The Exchange will result in those shareholders
owning in the aggregate approximately the same percentage of the Company as they
had owned in the Mid-Tier Holding Company, subject to certain adjustments. In
addition to the shares of Company Common Stock to be issued in the Exchange, the
Company is also offering up to 7,753,143 shares of common stock to the
Association's members, shareholders of the Mid-Tier Holding Company and certain
members of the public (collectively, the "Conversion"). Consummation of the
Conversion is subject to (i) the approval of the members of the MHC, (ii) the
approval of the shareholders of the Mid-Tier Holding Company and (iii) various
regulatory approvals.
Unfortunately, the Company is unable either to 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 be considered neither an offer to
sell nor a solicitation of an offer to buy the common stock of the Company.
However, as a member of the Association, you have the right to vote on
the Plan at the Special Meeting of Members to be held on _______, 1998 at
______.m. Therefore, enclosed is a proxy card, a Proxy Statement (which includes
the Notice of the Special Meeting), a Prospectus (which contains information
incorporated into the Proxy Statement) and a return envelope for your proxy
card.
If you have any questions about the Conversion, please call (xxx)
xxx-xxxx or toll-free (888) xxx-xxxx or visit the Stock Center located at
______,_____,FL, _zipcode_ between 9:00 a.m. and 5:00 p.m., Eastern Time, Monday
through Friday.
Thank you for giving these matters your attention and timely consideration.
Sincerely,
James B. Pittard, Jr.
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 NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY THE ORDER FORM.