MARKETING MATERIALS
FOR
EAGLE BANCORP
2ND DRAFT, DATED JANUARY 19, 2000
EAGLE BANCORP
STOCK OFFERING MARKETING MATERIALS
TABLE OF CONTENTS
CORRESPONDENCE
Letter to Members (Eligible to Vote and Buy)
Letter to ERD and SERD Closed Accounts (Can Buy, Not Vote)
Letter to States Without Blue Sky (Can Vote, Not Buy)
Potential Investor Letter (Call-Ins and Community Prospects)*
Ryan, Beck "Broker Dealer" Letter
Letter to Members in States Where Ryan Beck Makes the Offer (Eligible to Vote
and Buy)
Stock Order Acknowledgment Letter
Stock Certificate Mailing Letter
Proxygram
ADVERTISEMENTS
Tombstone Newspaper Advertisement (optional)
Vote -- Branch Lobby Poster
Stock Offering -- Branch Lobby Poster (optional)
BROCHURES
Community Meeting Mailing Invitation and Branch Lobby Poster (optional)**
Q&A Brochure
FORMS
Stock Order Form
Proxy Card (to be drafted by counsel)
OTHER
Bank Statement Reminder Clause (optional)
- ---------------
* If a Community Offering is conducted, we may draft a separate letter
directed specifically to borrowers at __/__/00 who do not qualify in
Subscription Offering (ie post 4/91 borrowers).
** Draft slide show presentation will be prepared later, if community meetings
are expected.
[LETTER TO MEMBERS ELIGIBLE TO VOTE - American Federal Letterhead]
Dear Customer:
I am pleased to inform you that American Federal Savings Bank is reorganizing
from a mutual savings bank into the mutual holding company corporate structure.
Pursuant to a Plan of Reorganization and Stock Issuance, Eagle Bancorp, our
newly formed parent company, is conducting its initial public stock offering. As
a result, our organization will become partially stockholder-owned.
The Plan has been conditionally approved by our regulators. We must also receive
the approval of our customers. YOUR VOTE IS VERY IMPORTANT. The enclosed Proxy
Statement describes the Plan, including business reasons for the Reorganization.
Please sign all of your enclosed proxy cards, and return them to us promptly
using the [blue] return envelope provided. Note that there are no duplicate
proxy cards - you may receive more than one proxy card, depending on the
ownership structure of your accounts at the Bank. NOT RETURNING PROXY CARD(S)
HAS THE SAME EFFECT AS VOTING AGAINST THE PLAN.
AS AN ELIGIBLE CUSTOMER OF THE BANK, YOU HAVE AN OPPORTUNITY, WITHOUT ANY
OBLIGATION, TO PURCHASE COMMON STOCK SHARES BEFORE THEY ARE OFFERED FOR SALE TO
THE PUBLIC.
PLEASE NOTE THAT:
o Your deposit accounts at the Bank will remain insured by the Federal
Deposit Insurance Corporation.
o The Reorganization will not result in changes to the balance, interest
rate or maturity of your deposit or loan accounts. You will continue
to enjoy the same services in the same offices, with the same board of
directors and staff.
o The Reorganization does not involve an outside company. It is an
internal corporate restructuring meant to give us added flexibility to
better achieve future business goals. We plan to continue to operate
as an independent, community-oriented bank.
Before making an investment decision, please review the enclosed Prospectus. If
you are interested in purchasing shares of Eagle Bancorp common stock, complete
the enclosed Stock Order Form and return it in the [white] return envelope
provided. Stock Order Forms, properly executed and with full payment at $8.00
per share, must be received prior to 10:00 a.m., Montana time, on ________,
2000. Payment may be in the form of check or authorization to withdraw funds
(without early withdrawal penalty) from certain deposit account types.
After the offering concludes, Eagle Bancorp's stock is expected to trade on the
OTC Bulletin Board under the symbol "____".
If you have questions regarding the offering or voting, refer to the enclosed
Questions & Answers Brochure, or call our Stock Information Center at (800)
635-5930, Monday through Friday, from 9:00 a.m. to 4:00 p.m., Montana time.
Sincerely,
Larry A. Dreyer
President and Chief Executive Officer
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
[LETTER TO CLOSED ACCOUNTS -- Can Buy, Not Vote - Eagle Bancorp Letterhead]
Dear Sir/Madam:
I am pleased to inform you of an investment opportunity. American Federal
Savings Bank is reorganizing from a mutual savings bank into the mutual holding
company corporate structure. Pursuant to a Plan of Reorganization and Stock
Issuance, Eagle Bancorp, our newly formed parent company, is conducting its
initial public stock offering. As a result, our organization will become
partially stockholder-owned.
AS AN ELIGIBLE DEPOSITOR OF AMERICAN FEDERAL SAVINGS BANK ON JUNE 30, 1998 OR
DECEMBER 31, 1999, WHOSE ACCOUNT WAS CLOSED THEREAFTER, YOU HAVE A RIGHT,
WITHOUT ANY OBLIGATION, TO PURCHASE COMMON STOCK SHARES BEFORE THEY ARE OFFERED
FOR SALE TO THE PUBLIC.
Before making an investment decision, please review the enclosed Prospectus. If
you are interested in purchasing shares of Eagle Bancorp common stock, complete
the enclosed Stock Order Form and return it in the [white] return envelope
provided. Stock Order Forms, properly executed and with full payment at $8.00
per share, must be received prior to 10:00 a.m., Montana time, on _________,
2000.
After the offering concludes, Eagle Bancorp's stock is expected to trade on the
OTC Bulletin Board under the symbol "____".
If you have questions regarding the offering, refer to the enclosed Questions &
Answers Brochure, or call our Stock Information Center at (800) 635-5930, Monday
through Friday, from 9:00 a.m. to 4:00 p.m., Montana time.
Sincerely,
Larry A. Dreyer
President and Chief Executive Officer
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
[POTENTIAL INVESTOR LETTER - Eagle Bancorp Letterhead]
Dear Sir/Madam:
I am pleased to inform you of an investment opportunity. Eagle Bancorp, the
newly formed parent company for American Federal Savings Bank, is conducting its
initial public stock offering. As a result, our organization will become
partially stockholder-owned.
Enclosed please find a Prospectus describing our organization and the stock
offering. If you are interested in purchasing shares of Eagle Bancorp common
stock, complete the enclosed Stock Order Form and return it in the [white]
return envelope provided. Stock Order Forms, properly executed and with full
payment at $8.00 per share, must be received prior to 10:00 a.m., Montana time,
on _________, 2000.
After the offering concludes, Eagle Bancorp's stock is expected to trade on the
OTC Bulletin Board under the symbol "_____".
If you have questions regarding the offering, refer to the enclosed Questions &
Answers Brochure, or call our Stock Information Center at (800) 635-5930, Monday
through Friday, from 9:00 a.m. to 4:00 p.m., Montana time.
Sincerely,
Larry A. Dreyer
President and Chief Executive Officer
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
- --------------------
NOTE: If a Community Offering is conducted, we may draft a separate letter
directed specifically to borrowers at __/__/00 who do not qualify in
Subscription Offering (ie post 4/91 borrowers).
["BLUE SKY" MEMBER LETTER - - Can't Buy - - American Federal Letterhead]
Dear Customer:
I am pleased to inform you that American Federal Savings Bank is reorganizing
from a mutual savings bank into the mutual holding company corporate structure.
Pursuant to a Plan of Reorganization and Stock Issuance, Eagle Bancorp, our
newly formed parent company, is conducting its initial public stock offering. As
a result, our organization will become partially stockholder-owned.
The Plan has been conditionally approved by our regulators. We must also receive
the approval of our customers. YOUR VOTE IS VERY IMPORTANT. The enclosed Proxy
Statement describes the Plan and business reasons for the Reorganization.
Please sign all of your enclosed proxy cards, and return them to us promptly
using the [blue] return envelope provided. Note that there are no duplicate
proxy cards - you may receive more than one proxy card, depending on the
ownership structure of your accounts at the Bank. NOT RETURNING PROXY CARD(S)
HAS THE SAME EFFECT AS VOTING AGAINST THE PLAN.
PLEASE NOTE THAT:
o Your deposit accounts at the Bank will remain insured by the Federal
Deposit Insurance Corporation.
o The Reorganization will not result in changes to the balance, interest
rate or maturity of your deposit or loan accounts. You will continue
to enjoy the same services, with the same board of directors and
staff.
o The Reorganization does not involve an outside company. It is an
internal corporate restructuring meant to give us added flexibility to
better achieve future business goals. We plan to continue to operate
as an independent, community-oriented bank.
Although you may vote on the Plan, we regret that Eagle Bancorp is unable to
sell its common stock to you because the small number of American Federal
Savings Bank customers in your state makes registration or qualification of the
common stock under your state securities laws prohibitively expensive or
otherwise impractical. Therefore, we have not enclosed a Stock Order Form.
If you have any questions about your voting rights or the Plan, call our
Information Center at (800) 635-5930, Monday through Friday, from 9:00 a.m. to
4:00 p.m., Montana time.
Sincerely,
Larry A. Dreyer
President and Chief Executive Officer
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
[LETTER TO MEMBERS ELIGIBLE TO VOTE IN STATES WHERE RYAN BECK MAKES THE OFFER -
American Federal Letterhead]
Dear Customer:
I am pleased to inform you that American Federal Savings Bank is reorganizing
from a mutual savings bank into the mutual holding company corporate structure.
Pursuant to a Plan of Reorganization and Stock Issuance, Eagle Bancorp, our
newly formed parent company, is conducting its initial public stock offering. As
a result, our organization will become partially stockholder-owned.
The Plan has been conditionally approved by our regulators. We must also receive
the approval of our customers. YOUR VOTE IS VERY IMPORTANT. The enclosed Proxy
Statement describes the Plan, including business reasons for the Reorganization.
Please sign all of your enclosed proxy cards, and return them to us promptly
using the [blue] return envelope provided. Note that there are no duplicate
proxy cards - you may receive more than one proxy card, depending on the
ownership structure of your accounts at the Bank. NOT RETURNING PROXY CARD(S)
HAS THE SAME EFFECT AS VOTING AGAINST THE PLAN.
PLEASE NOTE THAT:
o Your deposit accounts at the Bank will remain insured by the Federal
Deposit Insurance Corporation.
o The Reorganization will not result in changes to the balance, interest
rate or maturity of your deposit or loan accounts. You will continue
to enjoy the same services with the same board of directors and staff.
o The Reorganization does not involve an outside company. It is an
internal corporate restructuring meant to give us added flexibility to
better achieve future business goals. We plan to continue to operate
as an independent, community-oriented bank.
If you have questions regarding the Plan or voting, refer to the enclosed
Questions & Answers Brochure, or call our Information Center at (800) 635-5930,
Monday through Friday, from 9:00 a.m. to 4:00 p.m., Montana time.
We appreciate your prompt proxy vote.
Sincerely,
Larry A. Dreyer
President and Chief Executive Officer
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
- -----------------------------
NOTE: To accompany the Ryan Beck Letter for states where the broker-dealer must
make the offer. This letter is similar to the Letter toMembers Eligible to Vote,
but this letter only addresses voting.
[RYAN, BECK "BROKER DEALER" LETTER -- Ryan, Beck Letterhead]
Dear Sir/Madam:
At the request of Eagle Bancorp, we are enclosing materials regarding the
offering of Eagle Bancorp common stock. We have included in the package a
Prospectus and Questions & Answers Brochure describing the stock offering. Ryan,
Beck & Co., Inc. has been retained by Eagle Bancorp as selling agent in
connection with the stock offering.
We have been asked to forward these materials to you in view of certain
regulatory requirements and the securities laws of your state.
If you have questions regarding the offering, you may call the Stock Information
Center at (800) 635-5930, Monday through Friday, from 9:00 a.m. to 4:00 p.m.,
Montana time.
Sincerely,
Ryan, Beck & Co.
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
- -----------------------------
NOTE: To replace the Letter to Closed Accounts in states where the offer must be
made by a broker-dealer. Also, to accompany the Letter to Voting Members in
States where R/B makes the Offer.
[STOCK ORDER ACKNOWLEDGMENT LETTER - Eagle Bancorp Letterhead]
[imprinted with name & address as shown on Stock Order Form as completed by the
subscriber]
Batch No.: _________________
Order No.: _________________
SS#/Tax ID: ________________
Dear Friend:
We have received your order and payment for _______ shares of Eagle Bancorp
common stock.
The stock certificate will be registered in the name(s) shown above if your
order is filled in whole or in part. Please verify the spelling and accuracy of
your name and address and the social security number or tax ID number, which
will be reflected in our shareholder records. All subsequent mailings, including
your stock certificate, will be mailed to the above address. If this information
is incorrect, please promptly contact us at our Stock Information Center.
Please note that, although the offering period ends at 10:00 a.m., Montana time,
on __________, 2000, we are required to receive final regulatory approval before
stock certificates can be mailed or trading in the stock can begin. This
approval may not occur until two to three weeks after the offering ends. To
receive updates on the probable timing of the mailing of stock certificates, you
may call the Stock Information Center.
THIS ACKNOWLEDGMENT THAT YOUR ORDER AND PAYMENT HAVE BEEN RECEIVED IS NOT A
GUARANTEE THAT YOUR ORDER WILL BE FILLED, EITHER COMPLETELY OR PARTIALLY. IF WE
RECEIVE ORDERS FOR MORE SHARES OF STOCK THAN ARE AVAILABLE, SHARES WILL BE
ALLOCATED ON A PRIORITY BASIS, AS DESCRIBED ON PAGES ___-___ OF THE PROSPECTUS
DATED ___________, 2000.
Thank you for your interest in Eagle Bancorp.
Sincerely,
Larry A. Dreyer
President and Chief Executive Officer
QUESTIONS?
Call our Stock Information Center, (800) 635-5930, Monday through Friday, from
9:00 a.m. to 4:00 p.m., Montana time.
- ------------------------------
NOTE: Printed and mailed by the Stock Information Center.
[STOCK CERTIFICATE MAILING LETTER - Eagle Bancorp Letterhead]
Dear Stockholder:
I would like to welcome you as a stockholder of Eagle Bancorp. A total of
_______ shares were purchased by investors at $8.00 per share.
Your stock certificate is enclosed. Please review it to make sure the
registration name and address are correct. If you find an error or have any
questions about your certificate, please contact our Transfer Agent:
by mail:
Registrar & Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016
or
by phone:
(---) --------
If the original stock certificate must be forwarded for reissue, it is
recommended that it be sent to the Transfer Agent by registered mail. If you
change your address, please notify the Transfer Agent, so that you will continue
to receive all stockholder communications.
IF YOU SUBMITTED A CHECK OR MONEY ORDER IN FULL OR PARTIAL PAYMENT FOR YOUR
STOCK ORDER, you have received, or soon will receive, a check. It reflects
interest at American Federal Savings Bank's passbook rate of __%, calculated
from the date your subscription funds were received until the date of the check.
If you did not receive the entire amount of shares for which you submitted
funds, the check also includes a refund in the amount of the excess funds
submitted.
IF YOUR STOCK ORDER WAS TO BE PAID IN FULL OR IN PART BY AUTHORIZING A
WITHDRAWAL FROM AN AMERICAN FEDERAL SAVINGS BANK DEPOSIT ACCOUNT, the withdrawal
necessary to pay for your shares has been made. Interest was earned at your
account's contractual rate and was credited to your account through the date of
withdrawal, _______, 2000.
Eagle Bancorp common stock trades on the OTC Bulletin Board under the symbol
"____."
Thank you for your participation in our offering.
Sincerely,
Larry A. Dreyer
President and Chief Executive Officer
- ----------------------------------
NOTE: To be tailored as needed, based on final offering results.
[PROXYGRAM]
R E M I N D E R
WE REQUEST YOUR PROMPT VOTE!
We have not received the Proxy Card(s) mailed to you recently in a large white
envelope containing a Proxy Statement. If you recently mailed your Proxy
Card(s), please accept our thanks and disregard this request.
PLEASE NOTE:
o Not voting WILL BE TREATED as voting "against" the Plan OF REORGANIZATION
AND STOCK ISSUANCE.
o Voting does not obligate you to purchase stock in our Stock Offering.
o Please VOTE and sign the enclosed replacement proxy card AND return IT in
the enclosed envelope.
o WE HOPE YOU WILL VOTE "FOR" THE PLAN.
IF YOU RECEIVE MORE THAN ONE OF
THESE REMINDER MAILINGS, PLEASE
VOTE EACH PROXY CARD RECEIVED.
NONE ARE DUPLICATES!
QUESTIONS?
Please call us at (800) 635-5930,
Monday through Friday, from 9:00 a.m. to 4:00 p.m., Montana time
AMERICAN FEDERAL SAVINGS BANK [LOGO]
- -----------------------
NOTE: A different version may be created for a second proxygram mailing.
[TOMBSTONE NEWSPAPER ADVERTISEMENT - Optional]
EAGLE BANCORP [LOGO]
HOLDING COMPANY FOR AMERICAN FEDERAL SAVINGS BANK
UP TO 858,550 SHARES
COMMON STOCK
$8.00 PER SHARE
PURCHASE PRICE
Eagle Bancorp, newly organized to become the holding company of American Federal
Savings Bank, is conducting an offering of common stock.
THIS OFFERING EXPIRES AT 10:00 A.M., MONTANA TIME, ON _________, 2000.
To receive a Prospectus, please call the Stock Information Center at (800)
635-5930, Monday through Friday, from 9:00 a.m. to 4:00 p.m.
AMERICAN FEDERAL SAVINGS BANK [LOGO]
THIS ADVERTISEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
[VOTE -- BRANCH LOBBY POSTER]
HAVE YOU CAST YOUR VOTE YET?
We would like to remind customers to mail in their Proxy Card(s), voting on
American Federal Savings Bank's Plan of Reorganization and Stock Issuance.
PLEASE CALL OUR INFORMATION
CENTER AT (800) 635-5930 IF YOU HAVE
A QUESTION ABOUT VOTING.
The Plan does not involve an outside company and will not result in changes to
your account relationships with American Federal Savings Bank. Your deposit
accounts will continue to be insured by the FDIC, up to the maximum legal limit.
Voting does not obligate you to purchase
stock in our stock offering.
AMERICAN FEDERAL SAVINGS BANK [LOGO]
THIS NOTICE IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
[STOCK OFFERING -- BRANCH LOBBY POSTER - Optional]
EAGLE BANCORP [LOGO]
HOLDING COMPANY FOR AMERICAN FEDERAL SAVINGS BANK
UP TO 858,550 SHARES
COMMON STOCK
$8.00 PER SHARE
PURCHASE PRICE
WE ARE CONDUCTING AN OFFERING OF
COMMON STOCK.
THIS OFFERING EXPIRES AT 10:00 A.M., MONTANA TIME, ON _________, 2000
If you have questions, please call our Stock
Information Center at (800) 635-5930,
Monday through Friday, from 9:00 a.m. to
4:00 p.m. The Stock Information Center is
located at our main office, in Helena.
AMERICAN FEDERAL SAVINGS BANK [LOGO]
THIS NOTICE IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
[VOTE - BANK STATEMENT REMINDER CLAUSE -- Optional]
In [mid-] February, you may have received a large envelope containing proxy
cards to be used to vote on American Federal's Plan of Reorganization. If you
received cards, but have not mailed them back, please do so. If you have
questions about voting, call our Information Center, (800) 635-5930, Mon. -
Fri., 9:00 a.m. to 4:00 p.m. Thank you!
- -----------------------------------
NOTE: To be printed in the "notice" space on top of March bank statement cycles.
[COMMUNITY MEETING MAILING INVITATION AND LOBBY POSTER - Optional]
YOU ARE CORDIALLY INVITED . . .
TO A COMMUNITY INVESTOR MEETING AND RECEPTION
to learn about the business focus of
Eagle Bancorp
and its common stock offering
[Put location here]
_______________, 2000
and
_______________, 2000
7:00 p.m.
LIGHT REFRESHMENTS SERVED
SEATING IS LIMITED
Please call to make your reservation
(800) 635-5930
EAGLE BANCORP [LOGO]
THIS INVITATION IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
[Q&A BROCHURE]
Front Cover:
----------------------
QUESTIONS?
&
ANSWERS
about proxy voting and the stock offering
----------------------
EAGLE BANCORP [LOGO]
NOTE: This brochure will be mailed to those eligible to vote and to those who
can buy, but not vote. It will not be sent to those who can only vote, because
we cannot give the impression that they can buy.
================================================================================
BACKGROUND
================================================================================
The board of directors of American Federal Savings Bank has unanimously approved
an Amended and Restated Plan of Mutual Holding Company Reorganization and Stock
Issuance. Pursuant to the Plan, the Bank is changing its legal form of
organization from a mutual (meaning no stock outstanding) savings bank to a
stock savings bank. Additionally, we are forming two holding companies. Eagle
Bancorp, a stock holding company, will own all of the Bank's outstanding stock.
Eagle Financial, MHC, a mutual holding company, will own approximately 53% of
the outstanding common stock of Eagle Bancorp; the remaining 47% of the common
stock is being offered for sale to investors. By issuing only a minority of
Eagle Bancorp's common stock to stockholders, we will preserve our ability to
remain an independent community-oriented savings bank.
BY IMPLEMENTING THE PLAN, WE WILL BE ORGANIZED IN THE STOCK FORM, A STRUCTURE
WHICH IS USED BY MOST BUSINESS CORPORATIONS AND MANY SAVINGS BANKS. THIS
BROCHURE ANSWERS QUESTIONS ABOUT THIS CHANGE (THE "REORGANIZATION"), THE
OPPORTUNITY TO INVEST IN EAGLE BANCORP COMMON STOCK (THE "OFFERING") AND THE
RELATED PROXY VOTE. IF YOU HAVE FURTHER QUESTIONS, CALL OUR STOCK INFORMATION
CENTER AT (800) 635-5930, MONDAY THROUGH FRIDAY, FROM 9:00 A.M. TO 4:00 P.M.,
MONTANA TIME.
INVESTMENT IN COMMON STOCK INVOLVES CERTAIN RISKS. BEFORE MAKING AN INVESTMENT
DECISION, PLEASE READ THE PROSPECTUS CAREFULLY, INCLUDING THE SECTION TITLED
"RISK FACTORS".
================================================================================
GENERAL
================================================================================
Q. WHY IS THE BANK REORGANIZING?
A. The Reorganization, an internal restructuring, will allow us to better
serve our customers and meet future business goals, while remaining
independent. The holding company corporate structure gives banks
increased operating flexibility, to better respond to regulatory
changes, to compete with other financial institutions and to take
advantage of business opportunities.
Proceeds that we raise from the sale of common stock in the Offering
will be used for general corporate purposes, which may include lending
and investing, paying dividends to stockholders and possible
acquisitions of financial institutions.
Q. WILL THE REORGANIZATION HAVE ANY EFFECT ON MY DEPOSIT ACCOUNT OR LOAN
ACCOUNT WITH AMERICAN FEDERAL SAVINGS BANK?
A. No. The Reorganization will not affect the account number, amount,
interest rate or withdrawal rights of deposit accounts. Deposit
accounts will continue to be insured by the Federal Deposit Insurance
Corporation (FDIC) to the legal maximum. Loan accounts and rights of
borrowers will not be affected.
o
IT WILL BE BUSINESS AS USUAL . . . The Reorganization will change our corporate
form of organization, but not our business relationships. We are not affiliating
with another company. Our Bank's name is not changing. Our employees will
continue to serve our customers in the same offices. The board of directors of
American Federal Savings Bank will continue to serve the Bank and will serve as
the initial directors of our two new holding companies.
2
================================================================================
THE PROXY VOTE
================================================================================
o
YOUR VOTE IS VERY IMPORTANT TO US.
PLEASE PROMPTLY MAIL YOUR PROXY CARD(S)!
Q. WHY SHOULD I VOTE?
A. You are not required to vote, but regulations require that we solicit
your vote. The Reorganization and Offering cannot be completed without
the affirmative vote of a majority of the votes available to be cast.
Not voting will be treated the same as a vote AGAINST the Plan.
VOTING ON THE PLAN DOES NOT OBLIGATE YOU TO PURCHASE STOCK.
Q. HOW DO I VOTE?
A. Please review the enclosed Proxy Statement describing the Plan. Mark
your vote, sign and return the Proxy Card(s) using the [blue] return
envelope provided. THE MEMBERS OF OUR BOARD OF DIRECTORS URGE YOU TO
JOIN THEM, VOTING IN FAVOR OF THE PLAN.
Q. HOW MANY VOTES ARE AVAILABLE TO ME?
A. Each depositor of the Bank on _________, 2000 is entitled to one vote
for each $100 on deposit at that date. One vote may be cast by each
borrower of the Bank on _____, 2000, whose loan at that date was also
outstanding at April 18, 1991. A maximum of 1,000 votes may be cast by
each voting member of the Bank. Proxy Cards are not imprinted with the
applicable number of votes. However, votes will be automatically
computer-tallied and cast upon receipt of the returned Proxy Cards.
Q. WHY DID I RECEIVE SEVERAL PROXY CARDS?
A. If you had more than one deposit or loan account at the Bank on ____,
2000, you may have received more than one Proxy Card, depending on the
ownership structure of your accounts. THERE ARE NO DUPLICATE CARDS -
PLEASE PROMPTLY COMPLETE AND MAIL US ALL THE CARDS THAT WE SENT TO YOU.
Q. I HAVE A JOINT SAVINGS ACCOUNT. MUST BOTH PARTIES SIGN THE PROXY CARD?
A. Only one signature is required, but both parties should sign, if
possible.
Q. WHO MUST SIGN PROXY CARDS FOR TRUST OR CUSTODIAN ACCOUNTS?
A. The trustee or custodian, not the beneficiary, must sign.
Q. I AM THE EXECUTOR (ADMINISTRATOR) FOR A DECEASED DEPOSITOR. MAY I SIGN
THE DEPOSITOR'S PROXY CARD?
A. Yes. Please indicate on the card the capacity in which you are signing.
3
================================================================================
THE OFFERING
================================================================================
THE OFFERING INCLUDES A SUBSCRIPTION OFFERING AND A COMMUNITY OFFERING.
Q. HOW MANY SHARES ARE BEING OFFERED AND AT WHAT PRICE?
A. We are offering for sale between 551,809 and 746,566 shares of common
stock, subject to a 15% increase to 858,550 shares. All shares will be
sold at $8.00 per share. No commission or brokerage fee will be charged
to you for purchasing shares in the Offering.
After the stock offering concludes, our organization will be partially
stockholder-owned. Stockholders will own approximately 47% of Eagle
Bancorp's outstanding shares; the remainder will be owned internally,
by Eagle Financial, MHC.
Q. WHO IS ELIGIBLE TO PURCHASE STOCK IN THE SUBSCRIPTION OFFERING?
A. In accordance with regulation, certain American Federal Savings Bank
customers have "subscription rights" allowing them to purchase shares
in the Subscription Offering. The order of priority is listed below:
o Customers as of June 30, 1998 with deposit accounts
aggregating at least $50.
o The Bank's employee stock ownership plan.
o Customers as of December 31, 1999 with deposit accounts
aggregating at least $50.
o Depositors at _____, 2000 and borrowers on _____, 2000 whose
loans at that date were also outstanding at April 18, 1991.
We have mailed stock offering materials, including a Prospectus, to
these account holders.
Q. WHO IS ELIGIBLE TO PURCHASE STOCK IN THE COMMUNITY OFFERING?
A. If all shares are not sold in the Subscription Offering, we may conduct
a Community Offering, in the order of priority listed below:
o Borrowers on ____, 2000 whose loans were not also outstanding
at April 18, 1991.
o Residents of the Montana counties of Lewis and Clark,
Silverbow, Gallatin, Broadwater and Jefferson.
o Other residents of Montana.
o Other members of the public to whom we deliver a Prospectus.
Q. I AM ELIGIBLE TO PURCHASE STOCK IN THE SUBSCRIPTION OFFERING, BUT AM
NOT INTERESTED IN INVESTING. MAY I ALLOW SOMEONE ELSE TO USE MY STOCK
ORDER FORM TO EXERCISE MY SUBSCRIPTION RIGHTS?
A. No. Applicable law does not allow you to do so. Those with subscription
rights have non-transferable rights to subscribe for shares. Any
attempt to transfer subscription rights is illegal, and the transferor
is subject to fines. We intend to prosecute those who attempt to
transfer subscription rights. If anyone offers to give you money to buy
stock in your name, in exchange for later transferring the stock, or if
someone requests to share in proceeds upon your future sale of Eagle
Bancorp stock, please inform our Stock Information Center at (800)
635-5930.
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Q. HOW ARE ORDERS PLACED IN THE SUBSCRIPTION OFFERING AND COMMUNITY
OFFERING?
A. Complete the Stock Order Form included in your stock offering materials
(no facsimiles or photocopied forms may be used.) Return the Stock
Order Form in the [white] return envelope provided. You may also
deliver your Stock Order Form to any of American Federal branches. You
may pay for your shares by including a personal check, bank check or
money order and/or by authorizing funds to be withdrawn from your
current American Federal Savings Bank passbook savings, statement
savings or certificate of deposit accounts. ANY APPLICABLE PENALTY FOR
EARLY WITHDRAWAL FROM AMERICAN FEDERAL SAVINGS BANK CERTIFICATES WILL
BE WAIVED IF YOU USE CERTIFICATE FUNDS TO PURCHASE STOCK IN THE
OFFERING. If you wish to use IRA certificates of deposit, special rules
apply (see discussion below).
As explained in detail on the back of the Stock Order Form, if you
order shares in the Subscription Offering, you MUST register the stock
ONLY in the name(s) of persons/entities who are eligible at the same
date that you are eligible. Adding the name(s) of persons without
accounts or the names of persons with a later eligibility date than
yours, may result in a loss of your eligibility.
Q. AM I GUARANTEED TO RECEIVE SHARES IF I PLACE AN ORDER?
A. No. It is possible that orders received during the Offering period will
exceed the number of shares offered for sale. Such an oversubscription
would result in shares being allocated among subscribers. If the stock
offering is oversubscribed in the Subscription Offering, no shares will
be available for sale in the Community Offering. Please refer to pages
__-__ of the Prospectus for a detailed explanation of the manner in
which shares will be allocated.
Q. WHAT IS THE DEADLINE FOR ORDERING IN THE SUBSCRIPTION OFFERING?
A. We must receive the original Stock Order Form and payment prior to
10:00 a.m., Montana time, on _______, 2000. If we offer stock for sale
in a Community Offering, the deadline may be the same or later than
that established for the Subscription Offering.
Q. CAN SOMEONE AT AN AMERICAN FEDERAL SAVINGS BANK BRANCH ASSIST ME WITH
COMPLETING MY STOCK ORDER FORM?
A. No. American Federal Savings Bank branch personnel may not, by law,
assist you with investment-related questions about the Offering.
Therefore, we have established a Stock Information Center to assist
customers with questions about the Reorganization and Offering. The
Stock Information Center is staffed with registered representatives. To
reach them, call (800) 635-5930, Monday through Friday, from 9:00 a.m.
to 4:00 p.m., Montana time.
Q. HOW MANY SHARES MAY I ORDER?
A. The minimum order is 25 shares, or $200. In the Subscription Offering,
no eligible subscriber may purchase more than 17,500 shares, or
$140,000. In the Community Offering, the purchase limits for an
individual are similar to the preceding description. Further, no one,
together with associates or group of persons acting in concert, may
purchase more than an aggregate of 25,000 shares, or $200,000, in all
categories of the stock offering, combined.
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Q. HOW MAY I DELIVER MY STOCK ORDER FORM?
A. Delivery may be made by 1) mailing the Stock Order Form in the [white]
return envelope provided in your stock offering materials, 2) overnight
delivery of the Stock Order Form to the address indicated on the back
of the Stock Order Form or 3) hand-delivery to any of our branches.
Q. MAY I PURCHASE THE STOCK USING MY AMERICAN FEDERAL SAVINGS BANK IRA
FUNDS?
A. Yes. However, stock shares must be held in a self-directed retirement
account. American Federal Savings Bank IRAs are not self-directed. If
you do not have such a self-directed account, you will need to
establish one with a brokerage firm or other independent trustee.
Transfer to that account all, or part, of your American Federal Savings
Bank IRA funds before you place your stock order.
Because individual situations vary, and IRA processing takes additional
time, we recommend that you call the Stock Information Center by no
later than ________, 2000, for assistance with IRA-related questions.
Q. WILL THE COMMON STOCK BE INSURED BY THE FDIC?
A. No. Eagle Bancorp's common stock, like all common stock, cannot be
insured by the FDIC. Common stock is subject to investment risk,
including loss of principal invested.
Q. IS AMERICAN FEDERAL SAVINGS BANK'S MANAGEMENT PURCHASING STOCK IN THE
OFFERING?
A. Yes. Our board of directors and executive officers (10 people) and
their associates intend to purchase [122,000 shares or $976,000, which
represents approximately 22% ]of the minimum number of shares offered
for sale in the stock offering.
Q. MAY I OBTAIN A LOAN OR LINE OF CREDIT FROM AMERICAN FEDERAL SAVINGS
BANK TO PAY FOR MY COMMON STOCK SHARES?
A. No. The Bank may not lend funds for this purpose, but other financial
institutions may be willing to provide financing.
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AFTER THE OFFERING
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Q. WILL I RECEIVE DIVIDENDS ON THE STOCK?
A. Our board of directors anticipates that we will pay a quarterly cash
dividend after completion of the stock offering, however the initial
amount and timing of dividend payments has not been determined. We do
not guarantee that dividends will be paid or, if paid, that they will
not be subsequently reduced or eliminated.
Q. WHEN WILL THE STOCK TRADE, AND WHEN WILL CERTIFICATES BE MAILED?
A. Although the deadline for receipt of orders is 10:00 a.m. Montana time,
on ______, 2000, it may take several weeks to process orders and to
receive final regulatory approval to conclude the Reorganization and
Offering. The shares cannot trade and certificates cannot be issued
until regulatory approval is received. The stock will commence trading
and the certificates will be mailed to investors as soon as practicable
after we receive the approval. Please be aware that you may not be able
to sell the shares you purchased until you have received a stock
certificate. You may call the Stock Information Center after the
Offering deadline to inquire when certificates are likely to be mailed.
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Q. HOW MAY I PURCHASE OR SELL SHARES OF EAGLE BANCORP STOCK IN THE FUTURE?
A. After the Offering is concluded, you may purchase or sell Eagle Bancorp
stock through brokerage firms. The common stock is expected to trade on
the OTC Bulletin Board under the symbol "____". You may obtain price
quotes by calling a stockbroker.
An active and liquid trading market for the Eagle Bancorp's stock may
not develop, and there can be no assurance that purchasers of shares of
common stock will be able to sell those shares at or above the $8.00
per share purchase price paid in the Offering.
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o
ADDITIONAL QUESTIONS?
Call our Stock Information Center at (800) 635-5930,
from 9:00 a.m. to 4:00 p.m., Montana time, Monday through Friday
THIS BROCHURE IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.