1
FACTS ABOUT CONVERSION
The Board of Directors of Bridgeport Savings and Loan Association ("Bridgeport
Savings") unanimously adopted a Plan of Conversion to convert from an Ohio
mutual savings and loan association to an Ohio capital stock savings and loan
association (the "Conversion").
This brochure answers some of the most frequently asked questions about the
Conversion and about your opportunity to invest in common shares of Ohio State
Financial Services, Inc., (the "Holding Company"), the newly formed corporation
that will become the holding company for Bridgeport Savings following the
Conversion.
Investment in the common shares of Ohio State Financial Services, Inc. involves
certain risks. For a discussion of these risks and other factors, including a
complete description of the offering, INVESTORS ARE URGED TO READ THE
ACCOMPANYING PROSPECTUS, especially the discussion under the heading "Risk
Factors" on page x.
WHY IS BRIDGEPORT SAVINGS
CONVERTING TO STOCK FORM?
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The stock form of ownership is used by most business corporations and an
increasing number of savings institutions. Through the sale of stock, Bridgeport
Savings will raise additional capital enabling it to:
- support and expand its current financial and other services.
- allow customers and friends to purchase common shares and share in
the Holding Company's and Bridgeport Saving's future.
WILL THE CONVERSION AFFECT ANY OF MY
DEPOSIT ACCOUNTS OR LOANS?
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No. The Conversion will have no effect on the balance or terms of any savings
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
SAVINGS ACCOUNT IS NOT BEING CONVERTED TO STOCK.
WHO IS ELIGIBLE TO PURCHASE COMMON
SHARES IN THE SUBSCRIPTION OFFERING
AND THE COMMUNITY OFFERING?
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Certain past and present depositors of Bridgeport Savings, the Holding Company's
Employee Shares Ownership Plan and certain members of the general public are
eligible to purchase common shares in the subscription offering and the
community offering.
HOW MANY COMMON SHARES ARE BEING
OFFERED AND AT WHAT PRICE?
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Ohio State Financial Services, Inc. is offering up to 776,250 common shares,
subject to adjustment as described in the Prospectus, at a price of $10.00 per
share through the Prospectus.
HOW MANY SHARES MAY I BUY?
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The minimum order is 25 shares. No person, together with associates of, and
persons acting in concert with such person, may purchase more than $140,000 of
common shares.
DO MEMBERS HAVE TO BUY COMMON
SHARES?
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No. However, the Conversion will allow Bridgeport Saving's depositors an
opportunity to buy common shares and become shareholders of the holding company
for the local financial institution with which they do business.
HOW DO I ORDER COMMON SHARES?
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You must complete the enclosed Stock Order Form and Certification Form.
Instructions for completing your Stock Order Form and Certification Form are
contained in this packet. Your order must be received by noon, Bridgeport, Ohio
Time on XXXX xx, 1997.
HOW MAY I PAY FOR MY COMMON
SHARES?
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First, you may pay for common shares by check, cash or money order. Interest
will be paid by Bridgeport Savings on these funds at the passbook rate, which is
currently x.x% per annum, from the day the funds are received until the
completion or termination of the Conversion. Second, you may authorize us to
withdraw funds from your Bridgeport Savings savings account or certificate of
deposit for the amount of funds you specify for payment. You will not have
access to these funds from the day we receive your order until completion or
termination of the Conversion.
CAN I PURCHASE SHARES USING FUNDS
IN MY BRIDGEPORT SAVINGS IRA
ACCOUNT?
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Federal regulations do not permit the purchase of common shares in connection
with the Conversion from your existing
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Bridgeport Savings IRA account. To accommodate our depositors, we have made
arrangements with an outside trustee to allow such purchases. Please call our
Conversion Information Center for additional information.
WILL THE COMMON SHARES BE INSURED?
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No. Like any other common shares, the Holding Company's common shares will not
be insured.
WILL DIVIDENDS BE PAID ON THE
COMMON SHARES?
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The Board of Directors of the Holding Company will consider whether to pay a
cash dividend in the future, subject to regulatory limits and requirements. No
decision has been made as to the amount or timing of such dividends, if any.
HOW WILL THE COMMON SHARES BE
TRADED?
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The Holding Company's stock is expected to trade on The Nasdaq Stock Market.
However, no assurance can be given that an active and liquid market will
develop.
ARE OFFICERS AND DIRECTORS OF
BRIDGEPORT SAVINGS PLANNING TO
PURCHASE STOCK?
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Yes! Bridgeport Saving's officers and directors plan to purchase, in the
aggregate, $x,xxx,xxx worth of stock or approximately xx.x% of the common shares
offered at the midpoint of the offering range.
MUST I PAY A COMMISSION?
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No. You will not be charged a commission or fee on the purchase of common shares
in the Conversion.
SHOULD I VOTE?
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Yes. Your "YES" vote is very important!
PLEASE VOTE, SIGN AND RETURN ALL PROXY CARDS!
WHY DID I GET SEVERAL PROXY CARDS?
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If you have more than one account, you could receive more than one proxy card,
depending on the ownership structure of your accounts.
HOW MANY VOTES DO I HAVE?
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Your proxy card(s) show(s) the number of votes you have. Every depositor is
entitled to cast one vote for each $100, and a proportionate fractional vote for
an amount of less than $100, on deposit as of the voting record date, up to
1,000 votes.
MAY I VOTE IN PERSON AT THE SPECIAL
MEETING?
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Yes, but we would still like you to sign and mail your proxy today. If you
decide to revoke your proxy you may do so by giving notice at the special
meeting.
FOR ADDITIONAL INFORMATION YOU MAY CALL OUR CONVERSION INFORMATION CENTER MONDAY
THROUGH SATURDAY.
CONVERSION INFORMATION
CENTER (614) 635-1632 OR (614)
635-1633
Ohio State Financial Services, Inc.
435 Main Street
Bridgeport, Ohio 43912
Phone (614) 635-0764
Fax (614) 635-0768
COMMON SHARE
OFFERING QUESTIONS
AND ANSWERS
Ohio State Financial
Services, Inc.
THE COMMON SHARES BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND,
THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY. THIS IS
NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES. THE OFFER IS
MADE ONLY BY THE PROSPECTUS.
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PROXY GRAM
We recently forwarded to you a proxy statement and related materials regarding a
proposal to convert Bridgeport Savings and Loan Association from an Ohio mutual
savings and loan association to an Ohio capital stock savings and loan
association (the "Conversion").
YOUR VOTE ON OUR PLAN OF CONVERSION HAS NOT YET BEEN RECEIVED. FAILURE TO VOTE
HAS THE SAME EFFECT AS VOTING AGAINST THE CONVERSION.
Your vote is important to us, and we, therefore, are requesting that you sign
the enclosed proxy card and return it promptly in the enclosed postage-paid
envelope.
Voting for the Conversion does not obligate you to purchase common shares of
Ohio State Financial Services, Inc. or affect the terms or insurance on your
accounts.
The Board of Directors unanimously recommends you vote "FOR" the Conversion.
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BRIDGEPORT SAVINGS AND LOAN ASSOCIATION
Bridgeport, Ohio
Jon W. Letzkus
President and Chief Executive Officer
If you mailed the proxy, please accept our thanks and disregard this request.
For further information call (614) 635-1632 or (614) 635-1633.
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The common shares being offered are not savings accounts or deposits and are not
insured by the Federal Deposit Insurance Corporation, the Bank Insurance Fund,
the Savings Association Insurance Fund or any other governmental agency. This is
not an offer to sell or a solicitation of an offer to buy shares. The offer is
made only by the Prospectus of Ohio State Financial Services, Inc.
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STOCK GRAM
We are pleased to announce that Bridgeport Savings and Loan Association
("Bridgeport Savings") is converting from an Ohio savings and loan association
to an Ohio capital stock savings and loan association (the "Conversion"). In
conjunction with the Conversion, Ohio State Financial Services, Inc. is offering
common shares in a subscription offering and a community offering (collectively,
the "Offering"). The sale of common shares in connection with the Conversion
will enable Bridgeport Savings to raise additional capital to support and
enhance its current operations.
We previously mailed to you a PROSPECTUS providing detailed information about
Bridgeport Saving's operations and the proposed Offering. We urge you to read
the Prospectus carefully.
We invite our loyal customers and community members to become shareholders of
OHIO STATE FINANCIAL SERVICES, INC. (THE PROPOSED HOLDING COMPANY FOR BRIDGEPORT
SAVINGS AND LOAN ASSOCIATION). If you are interested in purchasing the common
shares of Ohio State Financial Services, Inc., you must submit your signed Stock
Order Form and Certification Form and payment prior to NOON, BRIDGEPORT, OHIO
TIME, ON XXXX XX, 1997.
Should you have additional questions regarding the Offering or need additional
materials, please call the Conversion Information Center at (614) 635-1632 or
(614) 635-1633 or stop by the Conversion Information Center at 435 Main Street
in Bridgeport.
The common shares being offered are not savings accounts or deposits and are not
insured by the Federal Deposit Insurance Corporation, the Bank Insurance Fund,
the Savings Association Insurance Fund or any other governmental agency. This is
not an offer to sell or a solicitation of an offer to buy shares. The offer is
made only by the Prospectus of Ohio State Financial Services, Inc.
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XXXX xx, 1997
Dear Prospective Investor:
We are pleased to announce that Bridgeport Savings and Loan Association
("Bridgeport Savings") is converting from an Ohio mutual savings and loan
association to an Ohio capital stock savings and loan association (the
"Conversion"). In conjunction with the Conversion, Ohio State Financial
Services, Inc., the newly-formed corporation that will become the holding
company for Bridgeport Savings, is offering common shares in a subscription
offering and a community offering (collectively, the "Offering"). The sale of
common shares in connection with the Conversion will enable Bridgeport Savings
to raise additional capital to support and enhance its current operations.
We have enclosed the following materials which will help you learn more
about the merits of Ohio State Financial Services, Inc. as an investment. Please
read and review the materials carefully.
PROSPECTUS: This document provides detailed information about
operations at Bridgeport Savings and a complete discussion on the
proposed Offering.
QUESTIONS AND ANSWERS: Key questions and answers about the stock
offering are found in this pamphlet.
STOCK ORDER FORM & CERTIFICATION FORM: This form is used to purchase
common shares by returning it with your payment in the enclosed
business reply envelope. The deadline for ordering common shares is
noon, Bridgeport, Ohio Time XXXX xx, 1997.
We invite our loyal customers and local community members to become
shareholders of Ohio State Financial Services, Inc. Through the Offering you
have the opportunity to buy common shares directly from Ohio State Financial
Services, Inc., without paying a commission or a fee. The board of directors and
senior management of Bridgeport Savings fully support the Offering.
If you have additional questions regarding the Conversion and Offering,
please call us at (614) 635-1632 or (614) 635-1633, Monday through Wednesday
from 8:30 a.m. to 4:30 p.m., Thursday from 8:30 a.m. to 1:00 p.m., Friday from
8:30 a.m. to 5:00 p.m. and Saturday from 8:30 a.m. to 12:00 p.m., or stop by the
Conversion Information Center at 435 Main Street, Bridgeport, Ohio.
Sincerely,
Jon W. Letzkus
President and Chief Executive Officer
THE COMMON SHARES BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND,
THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY. THIS IS
NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES. THE OFFER IS
MADE ONLY BY THE PROSPECTUS.
6
XXXX xx, 1997
Dear Member:
We are pleased to announce that Bridgeport Savings and Loan Association
is converting from an Ohio mutual savings and loan association to an Ohio
capital stock savings and loan association (the "Conversion"). In conjunction
with the Conversion, Ohio State Financial Services, Inc., the newly-formed
corporation that will become the holding company for Bridgeport Savings, is
offering common shares in a subscription offering and a community offering.
Unfortunately, Ohio State Financial Services, Inc. is unable to either
offer or sell its common shares to you because the small number of eligible
subscribers in your jurisdiction makes registration or qualification of the
common shares under the securities laws of your jurisdiction impractical, for
reasons of cost or otherwise. Accordingly, this letter should not be considered
an offer to sell or a solicitation of an offer to buy the common shares of Ohio
State Financial Services, Inc.
However, as a member of Bridgeport Savings, you have the right to vote
on the Plan of Conversion at the Special Meeting of Members to be held on XXXX
xx, 1997. 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.
I invite you to attend the Special Meeting on XXXX xx, 1997. However,
whether or not you are able to attend, please complete the enclosed proxy card
and return it in the enclosed envelope.
Sincerely,
Jon W. Letzkus
President and Chief Executive Officer
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XXXX xx, 1997
Dear Member:
We are pleased to announce that Bridgeport Savings and Loan Association
("Bridgeport Savings") is converting from an Ohio mutual savings and loan
association to an Ohio capital stock savings and loan association (the
"Conversion"). In conjunction with the Conversion, Ohio State Financial
Services, Inc., the newly-formed corporation that will become the holding
company for Bridgeport Savings, is offering common shares in a subscription
offering and a community offering (collectively, the "Offering") to certain of
our depositors, our Employee Stock Ownership Plan and certain member of the
general public, pursuant to a Plan of Conversion.
To accomplish this Conversion, we need your participation in an
important vote. Enclosed is a proxy statement describing the Plan of Conversion
and your voting and subscription rights. Bridgeport Savings' Plan of Conversion
has been approved by the Office of Thrift Supervision and now must be approved
by you. YOUR VOTE IS VERY IMPORTANT.
Enclosed, as part of the proxy material, is your proxy card located
behind the window of your mailing envelope. This proxy should be signed and
returned to us prior to the Special Meeting scheduled on XXXX xx, 1997. Please
take a moment now to sign the enclosed proxy card and return it to us in the
postage-paid envelope provided. FAILURE TO VOTE HAS THE SAME EFFECT AS VOTING
AGAINST THE CONVERSION.
The Board of Directors of Bridgeport Savings feels that the Conversion
will offer a number of advantages, such as an opportunity for depositors and
customers of Bridgeport Savings to become shareholders. Please remember:
- Your accounts at Bridgeport Savings will continue to be insured up to
the maximum legal limit by the Federal Deposit Insurance Corporation
("FDIC").
- There will be no change in the balance, interest rate, or maturity of
any deposit accounts because of the Conversion.
- Members have a right, but no obligation, to subscribe for common shares
before they are offered to the public.
- Like all stock, the common shares issued in the Offering WILL NOT BE
INSURED BY THE FDIC.
Enclosed are materials describing the Offering. We urge you to read
these materials carefully. If you are interested in purchasing the common shares
of Ohio State Financial Services, Inc., you must submit your Stock Order Form
and Certification Form and payment prior to noon, Bridgeport, Ohio Time. XXXX
xx, 1997.
If you have additional questions regarding the Offering, please call us
at (614) 635-1632 or (614) 635-1633, Monday through Wednesday from 8:30 a.m. to
4:30 p.m., Thursday from 8:30 a.m. to 1:00 p.m., Friday from 8:30 a.m. to 5:00
p.m. and Saturday from 8:30 a.m. to 12:00 p.m., or stop by the Conversion
Information Center at 435 Main Street, Bridgeport, Ohio.
Sincerely,
Jon W. Letzkus
President and Chief Executive Officer
THE COMMON SHARES BEING OFFERED IN THIS OFFERING ARE NOT SAVINGS ACCOUNTS OR
DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
BANK INSURANCE FUND OR THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER
GOVERNMENT AGENCY. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY SHARES. THE OFFER WILL BE MADE ONLY BY THE PROSPECTUS.
8
XXXX xx, 1997
Dear Friend:
We are pleased to announce that Bridgeport Savings and Loan Association
("Bridgeport Savings") is converting from an Ohio mutual savings and loan
association to an Ohio capital stock savings and loan association (the
"Conversion"). In conjunction with the Conversion, Ohio State Financial
Services, Inc., the newly-formed corporation that will become the holding
company for Bridgeport Savings, is offering common shares in a subscription
offering and a community offering (collectively, the "Offering") to certain
depositors, our Employee Stock Ownership Plan and certain members of the general
public, pursuant to a Plan of Conversion. The sale of common shares in
connection with the Conversion will enable Bridgeport Savings to raise
additional capital to support and enhance its current operations.
Because we believe you may be interested in learning more about the
merits of the common shares of Ohio State Financial Services, Inc. as an
investment, we are sending you the following materials which describe the
Offering.
PROSPECTUS: This document provides detailed information about
operations at Bridgeport Savings and the proposed Offering.
QUESTIONS AND ANSWERS: Key questions and answers about the Offering are
found in this pamphlet.
STOCK ORDER FORM & CERTIFICATION FORM: This form is used to purchase
stock by returning it with your payment in the enclosed business reply
envelope. The deadline for ordering stock is noon, Bridgeport, Ohio
Time XXXX xx, 1997.
As a friend of Bridgeport Savings, you will have the opportunity to buy
common shares directly from Ohio State Financial Services, Inc. in the
Conversion without paying a commission or a fee. If you have additional
questions regarding the Conversion and Offering, please call us at (614)
635-1632 or (614) 635-1633, Monday through Wednesday from 8:30 a.m. to 4:30
p.m., Thursday from 8:30 a.m. to 1:00 p.m., Friday from 8:30 a.m. to 5:00 p.m.
and Saturday from 8:30 a.m. to 12:00 p.m., or stop by the Conversion Information
Center at 435 Main Street, Bridgeport, Ohio.
We are pleased to offer you this opportunity to become a shareholder of
Ohio State Financial Services, Inc.
Sincerely,
Jon W. Letzkus
President and Chief Executive Officer
THE COMMON SHARES BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND,
THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY. THIS IS
NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES. THE OFFER IS
MADE ONLY BY THE PROSPECTUS.
9
[CHARLES WEBB & COMPANY LETTERHEAD]
To Members and Friends of
Bridgeport Savings and Loan Association
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Charles Webb & Company, a Division of Keefe, Bruyette & Woods, Inc. and a member
of the National Association of Securities Dealers, Inc. ("NASD"), is assisting
Bridgeport Savings and Loan Association ("Bridgeport Savings") in its conversion
from an Ohio mutual savings and loan association to an Ohio capital stock
savings and loan association (the "Conversion") and the concurrent offering of
common shares by Ohio State Financial Services, Inc. (the "Holding Company"),
the newly formed corporation that will become the holding company of Bridgeport
Savings following the Conversion.
At the request of the Holding Company, we are enclosing materials explaining
this process and your options, including an opportunity to invest in the Holding
Company's common shares being offered to Bridgeport Savings' customers and the
community through XXXX xx, 1997. Please read the enclosed offering materials
carefully. The Holding Company has asked us to forward these documents to you in
view of certain requirements of the securities laws in your state.
If you have any questions, please visit our Conversion Information Center at 435
Main Street, Bridgeport, Ohio or feel free to call the Conversion Information
Center at (614) 635-1632 or (614) 635-1633.
Very truly yours,
Charles Webb & Company