1
EXHIBIT 99.4
[Blue Sky Letter - Charles Webb & Company Letterhead]
To Members and Friends of Columbia Federal Savings Bank:
Charles Webb & Company, a member of the National Association of Securities
Dealers ("NASD"), is assisting Columbia Federal Savings Bank (the
"Association") in its conversion from a mutual savings and loan association to
a permanent capital stock savings and loan association and the concurrent
offering of shares of common stock by its holding company, Columbia Financial
of Kentucky, Inc. ("CFKY").
At the request of CFKY, we are enclosing materials explaining this process and
your options, including an opportunity to invest in shares of CFKY's common
stock being offered to customers and the community through ____________ 199__.
Please read the enclosed offering materials carefully. CFKY has asked us to
forward these documents to you in view of certain requirements of the
securities laws of your state.
If you have any questions, please stop by the Conversion Information Center at
________________ in ________________ between x:00 a.m. and x:00 p.m., Monday
through Friday, or call the Conversion Information Center at (xxx) xxx-xxxx.
Very truly yours,
Charles Webb & Company
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 GOVERNMENT AGENCY.
THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
2
(RECEIPT OF ORDER LETTER - COLUMBIA FINANCIAL OF KENTUCKY, INC. LETTERHEAD)
DATE
NAME
ADDRESS TAX I.D. NUMBER XXX-XX-XXX
CITY, STATE, ZIP
RECEIPT OF ORDER
This letter is to acknowledge receipt of your order to purchase stock offered
by Columbia Financial of Kentucky, Inc. ("CFKY"). Please check the following
information carefully to ensure that we have entered your order correctly.
Each order is assigned a prioritized category described below. Acceptance of
your order will be subject to the allocation provisions of the Plan of
Conversion, as well as other conditions and limitations described in the
Prospectus.
Our records indicate the following:
Number of Shares Ordered: _________
Purchase Price Per Share: $10.00
Total Order Amount: $_______
Date Order Received: / /
Category Assigned:
Category Description
1. ELIGIBLE ACCOUNT HOLDERS AS OF SEPTEMBER 30, 1996
2. COLUMBIA FINANCIAL OF KENTUCKY, INC. EMPLOYEE STOCK OWNERSHIP PLAN
(ESOP)
3. SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS AS OF DECEMBER 31, 1997
4. OTHER MEMBERS AS OF _________, 199__ ("VOTING RECORD DATE")
5. RESIDENT OF EITHER BOONE COUNTY OR KENTON COUNTY, KENTUCKY
6. GENERAL PUBLIC
If this information does not agree with your records or if you have any
questions, please call our Conversion Information Center at (xxx) xxx-xxxx.
Thank you for your order.
Sincerely,
Robert V. Lynch
President
3
[Dear Friend Letter -Columbia Federal Letterhead]
Dear Friend:
We are pleased to announce that Columbia Federal Savings Bank (the
"Association") is converting from a mutual savings and loan association to a
stock savings and loan association (the "Conversion"). In connection with the
Conversion, Columbia Financial of Kentucky, Inc. ("CFKY"), the newly-formed
holding company for the Association, is offering common shares in a
subscription offering and community offering. The sale of common shares in
connection with the Conversion will enable the Association 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 CFKY's common shares as an investment, we are sending you the following
materials which describe the offering.
PROSPECTUS: This document provides detailed information about the
Association's operations and the proposed offering of CFKY common shares.
QUESTIONS AND ANSWERS: Key questions and answers about the stock offering
are found in this pamphlet.
STOCK ORDER 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 _____ p.m., XXXX xx, 199__.
CERTIFICATION FORM: This form must be completed and returned with the
stock order form in the enclosed business reply envelope if you wish to
purchase stock.
As a friend of the Association, you will have a right to buy common shares
directly from CFKY without paying a commission or fee. If you have additional
questions regarding the Conversion and offering, please call us at (606)
xxx-xxxx, or stop by the Conversion Information Center at ________________ in
_____________, ____________, Monday through Friday from x:00 a.m. to x:00 p.m.
We are pleased to offer you this opportunity to become a charter
shareholder of CFKY.
Sincerely,
Robert V. Lynch
President
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 GOVERNMENT AGENCY.
THIS LETTER IS NOT AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
4
[Dear Member Letter, Columbia Federal Letterhead]
_____________, 199__
Dear Member:
We are pleased to announce that Columbia Federal Savings Bank (the
"Association") is converting from a mutual savings and loan association to a
stock savings and loan association (the "Conversion"). In connection with the
Conversion, Columbia Financial of Kentucky, Inc. ("CFKY"), the newly-formed
holding company for the Association, is offering common shares in a
subscription offering and community offering to our Employee Stock Ownership
Plan, certain depositors, and members of the general public pursuant to a Plan
of Conversion.
The Board of Directors of the Association believes that the Conversion
offers a number of advantages, including an opportunity for the Association's
depositors and customers to become shareholders of CFKY. In connection with
the Conversion, please remember:
. Your accounts at the Association 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 at the Association because of the
Conversion.
. Members have a right, but not an obligation, to buy CFKY
common shares before they are offered to the public.
. Like all stock, the common shares issued in this offering
will not be insured by the FDIC.
Enclosed are materials describing the offering of CFKY common shares. We
urge you to read these materials carefully. If you are interested in
purchasing common shares of CFKY, you must submit your Stock Order Form,
Certification Form, and payment prior to _____ p.m. on XXXX xx, 1998.
If you have additional questions regarding the stock offering, please call
us at (xxx) xxx-xxxx, or stop by the Conversion Information Center located at
_________________________, __________________ Monday through Friday from x:00
a.m. to x:00 p.m.
Sincerely,
Robert V. Lynch
President
THE COMMON SHARES BEING OFFERED IN THIS OFFERING ARE NOT SAVINGS ACCOUNTS OR
DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE AGENCY, THE BANK
INSURANCE FUND OR THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER
GOVERNMENT AGENCY. THIS LETTER IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES. THE OFFER WILL BE MADE ONLY BY THE PROSPECTUS.
5
[Dear Member "Dark Blue Sky" & Foreign Accounts - On Columbia Federal
Letterhead]
_______________, 199__
Dear Member:
We are pleased to announce that Columbia Federal Savings Bank (the
"Association") is converting from a mutual savings and loan association to a
stock savings and loan association (the "Conversion"). In connection with the
Conversion, Columbia Financial of Kentucky, Inc. ("CFKY"), the newly-formed
holding company for the Association, is offering common shares in a
subscription offering and community offering.
Unfortunately, CFKY 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 CFKY.
However, as a member of the Association, you have the right to vote on the
Plan of Conversion at the Special Meeting of Members to be held on XXXXX xx,
199__. Therefore, enclosed is a proxy card, a Proxy Statement (which includes
the Notice of the Special Meeting), a Subscription and Community Offering
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 XXXXX xx, 199__ However, if
you are unable to attend, please complete the enclosed proxy card and return it
in the enclosed envelope.
Sincerely,
Robert V. Lynch
President
6
(Prospective Investor Letter - Columbia Federal letterhead)
________________, 199__
Dear Prospective Investor:
We are pleased to announce that Columbia Federal Savings Bank (the
"Association") is converting from a mutual savings and loan association to a
stock savings and loan association (the "Conversion"). In connection with the
Conversion, Columbia Financial of Kentucky, Inc. ("CFKY"), the newly-formed
holding company for the Association, is offering common shares in a
subscription offering and community offering. The sale of common shares in
connection with the Conversion will enable the Association 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 CFKY's common shares as an investment. Please read and
review the materials carefully.
PROSPECTUS: This document provides detailed information about the
Association's operations and the proposed stock offering.
QUESTIONS AND ANSWERS: Key questions and answers about the stock offering
are found in this pamphlet.
STOCK ORDER 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 _____ p.m., ____, 199__.
CERTIFICATION FORM: This form must be completed and returned with the
stock order form in the enclosed business reply envelope if you wish to
purchase CFKY common shares.
We invite our depositors and local community members to become
shareholders of CFKY. Through this offering you have the opportunity to buy
common shares directly from CFKY, without paying a commission or fee. The
board of directors and senior management of the Association fully support the
offering.
If you have additional questions regarding the Conversion and stock
offering, please call us at (xxx) xxx-xxxx or stop-by the Conversion
Information Center located at ______________________________, Monday through
Friday from x:00 a.m. to x:00 p.m.
Sincerely,
Robert V. Lynch
President
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 GOVERNMENT AGENCY.
THIS LETTER IS NOT AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
7
[Oversubscription Letter- check, Columbia Financial of Kentucky, Inc.,
Letterhead]
________________, 199__
Dear Subscriber:
I want to thank you for your interest in the common shares of Columbia
Financial of Kentucky, Inc. ("CFKY"). We are extremely proud of the
overwhelming support we received from our members and the community as we
successfully completed the sale of common shares of CFKY.
Due to the oversubscription of CFKY's common shares during the Subscription
Offering, however, we regret we were unable to fill a portion of your order.
Enclosed is a refund check for the unfilled portion of your order. The stock
certificates representing the balance of your order will be sent to you
directly from our transfer agent, <Name of Transfer Agent>.
If you continue to be interested in acquiring common shares of CFKY, the
following brokerage firms have indicated their intent to make a market in our
stock. You may contact any of them for assistance.
[List of Market Makers]
Again, thank you for your interest. If you have any questions, please do not
hesitate to contact me.
Sincerely,
Robert V. Lynch
President
8
[Closing Letter Columbia Financial of Kentucky, Inc., Letterhead]
_________________, 199__
Dear Subscriber,
I want to thank you for your interest in the common shares of Columbia
Financial of Kentucky, Inc. ("CFKY"). We are extremely proud of the
overwhelming support we received from our members and the community as we
successfully completed the sale of XXXXXX common shares of CFKY.
Enclosed please find a check for payment of the interest on the funds you used
to purchase the CFKY common shares. The stock certificate(s) representation
your shares of CFKY common stock are being mailed directly to you from our
Transfer Agent, <Name of Transfer Agent>.
Again, thank you for your interest. If you have any questions, please do not
hesitate to contact me.
Sincerely,
Robert V. Lynch
President
9
PROXY GRAM
We recently forwarded to you a proxy statement and letter informing you that
the Board of Directors of Columbia Federal Savings Bank had received
conditional regulatory approval to convert to a stock association.
Your vote on our plan to convert to a stock savings bank has not been received.
Failure to vote has the same effect as voting against the Conversion.
Your vote is important to us and we are, therefore, 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 stock or affect the
terms or insurance on your accounts.
The Board of Directors unanimously recommends that you vote "FOR" the
Conversion.
COLUMBIA FEDERAL SAVINGS BANK
Robert V. Lynch
President
________________________________________________________________________________
If you mailed the proxy, please accept our thanks and disregard this request.
For further information, call (606) xxx-xxxx.
This notice is neither an offer to sell nor a solicitation of an offer to buy
the common shares of
Columbia Financial of Kentucky, Inc.. The offer is made only by the
Prospectus, dated __________, 199__.
The securities offered in the Conversion are not deposits or accounts and
are not federally insured or guaranteed.
10
STOCK GRAM
We are pleased to announce that Columbia Financial of Kentucky, Inc. ("CFKY"),
the holding company of Columbia Federal Savings Bank (the "Bank"), is offering
common shares in a subscription and community offering. The sale of common
shares in connection with the conversion of the Bank from mutual to stock form
will enable the Bank to raise additional capital to support and enhance its
current operations.
We previously mailed you a PROSPECTUS providing you detailed information about
the Bank's operations and the proposed offering of CFKY common shares. We urge
you to read these materials carefully.
We invite our loyal depositors and community members to become shareholders of
CFKY. If you are interested in purchasing CFKY common shares, you must submit
your completed Order Form and Form of Certification, and payment prior to X:30
P.M., XXXX XX, 199__.
If you have additional questions regarding the stock offering or need
additional materials, please call the Conversion Information Center at (xxx)
xxx-xxxx or stop by our office at _______________________ from _______ a.m. to
______ p.m., Monday through Friday.
The common shares of CFKY are not deposits or accounts and are not federally
insured or guaranteed.
This stockgram is neither an offer to sell nor a solicitation of an offer to
buy the common shares of CFKY.
The offer is made only by the Prospectus, dated __________, 199__.
11
STOCK
OFFERING
QUESTIONS
AND
ANSWERS
COLUMBIA
FINANCIAL OF
KENTUCKY, INC.
12
STOCK OFFERING
QUESTIONS & ANSWERS
FACTS ABOUT THE PLAN OF CONVERSION
THE BOARD OF DIRECTORS OF COLUMBIA FEDERAL SAVINGS BANK (THE "BANK")
UNANIMOUSLY ADOPTED A PLAN OF CONVERSION TO CONVERT FROM A FEDERALLY CHARTERED
MUTUAL SAVINGS BANK TO A FEDERALLY CHARTERED PERMANENT CAPITAL STOCK SAVINGS
BANK (THE "CONVERSION") AND SIMULTANEOUSLY BECOME A WHOLLY-OWNED SUBSIDIARY OF
COLUMBIA FINANCIAL OF KENTUCKY, INC., AN OHIO CORPORATION FORMED BY THE
ASSOCIATION TO OWN ALL OF THE OUTSTANDING STOCK OF CFKY.
THIS BROCHURE IS PROVIDED TO ANSWER SOME OF THE MOST FREQUENTLY ASKED QUESTIONS
REGARDING THE CONVERSION. FOLLOWING THE CONVERSION, THE BANK WILL CONTINUE TO
PROVIDE FINANCIAL SERVICES TO ITS DEPOSITORS, BORROWERS AND OTHER CUSTOMERS AND
OPERATE WITH ITS EXISTING MANAGEMENT AND EMPLOYEES. THE CONVERSION WILL NOT
AFFECT THE TERMS, BALANCES, INTEREST RATES OR EXISTING FEDERAL DEPOSIT
INSURANCE COVERAGE OR THE TERMS OR CONDITIONS OF ANY LOANS TO EXISTING
BORROWERS UNDER THEIR INDIVIDUAL CONTRACT ARRANGEMENTS WITH THE BANK.
FOR COMPLETE INFORMATION REGARDING THE CONVERSION, SEE THE PROSPECTUS OF
COLUMBIA FINANCIAL OF KENTUCKY, INC., DATED _______, 199__. COPIES OF THE
PROSPECTUS MAY BE OBTAINED BY CALLING THE STOCK INFORMATION CENTER AT (XXX) XXX
- - XXXX.
WHY IS THE BANK CONVERTING TO STOCK FORM?
The stock form of ownership is used by most business corporations and an
increasing number of savings institutions. Through the sale of the stock, the
Bank will raise additional capital enabling it to:
. support and expand its current financial and other services.
. allow customers and friends to purchase stock and share in CFKY's and the
Bank's future.
WILL THE CONVERSION AFFECT ANY OF MY DEPOSIT ACCOUNTS OR LOANS?
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. The
Conversion also will not affect the terms or conditions of any loans to
existing borrowers or the rights and obligations of these borrowers under their
individual contractual arrangements with the Bank.
WHO IS ELIGIBLE TO SUBSCRIBE FOR COMMON SHARES IN THE SUBSCRIPTION AND
COMMUNITY OFFERINGS?
The shares of CFKY to be issued in the Conversion are being offered in the
Subscription Offering in the following order of priority to: (1) Eligible
Account Holders (account holders with a balance of $50.00 or more in an account
as of September 30, 1996); (2) CFKY's Employee Stock Ownership Plan; (3)
Supplemental Eligible Account Holders (account holders with a balance of $50.00
or more in an account as of December 31, 1997); and (4) Other
13
Eligible Members (depositors and certain borrowers as of _____________. Shares
not subscribed for in the Subscription Offering may be offered to certain
members of the general public with preference given to natural persons who are
residents of either Boone County or Kenton County, Kentucky.
HOW MANY COMMON SHARES ARE BEING OFFERED AND AT WHAT PRICE?
It is currently expected that between 1,717,000 and 2,323,000 common shares
will be sold at a price of $10.00 per share. The appraised midpoint of the
offering is 2,020,000 shares at $10.00 per share, or $20.2 million. All
subscribers will subscribe for shares at the subscription price of $10.00 per
share.
HOW MANY COMMON SHARES MAY I SUBSCRIBE FOR IN THE CONVERSION?
The minimum number of shares is 25. No person may purchase more than 15,000 of
the common shares, and no person, together with associates or persons acting in
concert, may purchase more than 30,000 of the common shares.
HOW DO I SUBSCRIBE FOR SHARES?
To subscribe for shares in the Subscription Offering, you must complete and
mail or hand deliver the enclosed Stock Order Form along with your payment for
the common shares. Your order must be received by the Bank by _____ p.m., Ft.
Mitchell, Kentucky, time, on _________, 1998.
HOW MAY I PAY FOR MY SHARES OF STOCK?
You may pay for shares by check, cash or money order. Interest will be paid by
the Bank on these funds at the passbook rate, which is currently 3.0% per
annum, from the day the funds are received until the completion or termination
of the Conversion. You may also authorize us to withdraw funds from your
savings account or certificate of deposit at the Association for the amount of
funds you specify for stock payment. You will not have access to these funds
from the day we receive your order until the completion or termination of the
Conversion.
CAN I PURCHASE SHARES USING FUNDS IN MY BANK IRA ACCOUNT?
No. Federal regulations do not permit the purchase of conversion stock from
your IRA account existing with the Bank. To accommodate our depositors,
however, we have made arrangements with an outside trustee to allow such
purchases through a trustee to trustee transfer. Please call our Stock
Information Center for additional information.
WILL THE FDIC INSURE THE SHARES OF CFKY?
No. The shares of CFKY being offered are not savings accounts or savings
deposits and are not insured by the FDIC or any other governmental agency.
Like any other common stock, CFKY's common shares will not be insured.
WILL DIVIDENDS BE PAID ON THE STOCK?
The declaration and payment of dividends will be subject to the discretion of
the Board of Directors of CFKY.
14
HOW WILL THE STOCK BE TRADED?
CFKY has applied to have the common shares trade on the Nasdaq National Market
System under the symbol "CFKY" However, no assurances can be given that an
active and liquid market will develop following the Conversion.
ARE OFFICERS AND DIRECTORS OF THE BANK PLANNING TO SUBSCRIBE FOR COMMON SHARES
OF CFKY?
Yes! The Bank's executive officers and directors currently intend to subscribe
for approximately 200,500 common shares, or approximately 9.9% of the common
shares offered at the midpoint of the offering range.
MUST I PAY A COMMISSION?
No. You will not be charged a commission or fee on the purchase of common
shares in the Conversion.
SHOULD I VOTE?
Yes. Your "Yes" vote is very important!
WHY DID I GET SEVERAL PROXY CARDS?
If you have more than one account with the Bank, you may receive more than one
proxy card, depending on the ownership structure of your accounts. PLEASE
VOTE, SIGN AND RETURN ALL PROXY CARDS!
HOW MANY VOTES DO I HAVE?
Your proxy card(s) show the number of votes you have. Every depositor entitled
to vote may cast one vote for each $100, and a proportionate fractional vote of
the withdrawal value of the account thereof, on deposit as of the record date.
MAY I VOTE IN PERSON AT THE SPECIAL MEETING?
Yes, but we would still like you to sign and mail your proxy today. If you
then attend the Special Meeting in person and vote, your proxy will be revoked
by your vote at the meeting.
FOR ADDITIONAL INFORMATION YOU MAY CALL OUR STOCK INFORMATION CENTER (606)
XXX-XXXX, BETWEEN X:00 A.M. AND X:30 P.M. MONDAY THROUGH FRIDAY.
The shares of common stock offered in the Conversion 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
government agency.
This is not an offer to sell or a solicitation of an offer to buy stock. the
offer will be made only by the Prospectus.
15
[Closing Letter, Columbia Financial of Kentucky, Inc., Letterhead]
XXXX xx, 199__
Dear Shareholder:
It is my pleasure to welcome you as a shareholder of Columbia Financial of
Kentucky, Inc. ("CFKY"), the newly-formed holding company for Columbia Federal
Savings Bank (the "Bank"). We are extremely proud of the overwhelming support
we received from our members and the community as we successfully completed the
sale of ______ common shares of CFKY.
Your new stock certificate is enclosed and should be kept in a safe place.
Please take a moment to be sure that the name(s), number of shares, and mailing
address are correct.
We have selected <Name of Transfer Agent> to serve as our Transfer Agent and
Registrar. If there is an error on your stock certificate, if your address
changes, or if at any time you want to change the registration of your
certificate, you should contact <Name of Transfer Agent> at the address listed
below:
[Transfer Agent]
If the original stock certificate must be forwarded to the Transfer Agent to be
reissued, the certificate should be sent registered mail. Lost or destroyed
certificates can be replaced, but an indemnity bond will be required to replace
the certificate.
Please be advised that CFKY will trade on the Nasdaq National Market System
under the symbol "XXXX". Should you be interested in purchasing additional
shares or selling your shares of CFKY, the following brokerage firms have
indicated their intent to make a market in our stock. You may contact any of
them for assistance.
[List of Market Makers]
If you purchased your shares with a check or cash, you will receive a check for
payment of the interest earned on those funds in a separate mailing.
On behalf of CFKY and the Board of Directors and employees of the Bank, we look
forward to the opportunities now ahead of us and pledge our best efforts to
make your investment a profitable one.
Sincerely,
Robert V. Lynch
President