EXHIBIT 99.6
FACTS ABOUT CONVERSION
The Board of Directors of Montgomery Savings ("Montgomery" or the "Association")
unanimously adopted a Plan of Conversion (the "Plan") to convert from a
federally chartered mutual savings bank to a federally chartered stock savings
bank.
This brochure answers some of the most frequently asked questions about the Plan
and about your opportunity to invest in Montgomery Financial Corporation, (the
"Holding Company"), the newly formed corporation that will serve as holding
company for Montgomery Savings following the conversion.
Investment in the stock of Montgomery Financial Corporation involves certain
risks. For a discussion of these risks, other factors, and a complete
description of the offerings investors are urged to read the accompanying
Prospectus, especially the discussion under the heading "Risk Factors".
WHY ARE THE MHC AND MONTGOMERY CONVERTING TO THE STOCK HOLDING COMPANY
STRUCTURE?
The stock holding company structure is a more common form of ownership than the
mutual holding company structure and offers the ability to diversify the
Company's and the Association's business activities. The Conversion will
increase both the capital base of the Association and the number of outstanding
shares, which will increase the likelihood of the development of an active and
liquid market for the Common Stock of the Company.
WILL THE PLAN AFFECT ANY OF MY DEPOSIT ACCOUNTS OR LOANS?
No. The Plan 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 STOCK IN THE SUBSCRIPTION COMMUNITY OFFERINGS?
Depositors of Montgomery as of certain dates, Montgomery's Employee Stock
Ownership Plan, Montgomery's public stockholders and members of the general
public.
HOW MANY SHARES OF STOCK ARE BEING OFFERED AND AT WHAT PRICE?
Montgomery Financial Corporation is offering up to XXXXXXX shares of common
stock, subject to adjustment as described in the Prospectus, at a price of
$10.00 per share through the Prospectus.
I AM AN EXISTING STOCKHOLDER. HOW WILL MY STOCK BE TREATED?
The Plan of Conversion ensures that existing shareholders of the Association
will own the same aggregate percentage of the Company's Common Stock as they own
of the Association, adjusted downward pursuant to OTS policy to reflect
dividends declared by the Association and waived by the MHC. Depending upon
where the offering closes in the Offering Range, and Exchange Ratio ranging from
approximately XXX to XXX Exchange Shares of Company Common Stock will be applied
to each share of Association Common Stock.
HOW MUCH STOCK MAY I BUY?
The minimum order is 25 shares. In each of the Subscription Offering, the
Community Offering or any Syndicated Offering, the maximum purchase for any
person including associates is 20,000 shares, including any Exchange Shares to
which such person may be entitled as a shareholder of the Association.
DO MEMBERS HAVE TO BUY STOCK?
No. However, the Plan will allow Montgomery Saving's depositors and certain
borrowers an opportunity to buy stock and become charter shareholders of the
holding company for the local financial institution with which they do business.
HOW DO I ORDER STOCK?
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, Crawfordsville,
Indiana, Time, on Xxxxx XX, 1997.
HOW MAY I PAY FOR MY SHARES OF STOCK?
First, you may pay for stock by check, cash or money order. Interest will be
paid by Montgomery Savings on these funds at the current passbook rate from the
day the funds are received until the completion or termination of the Plan.
Second, you may authorize us to withdraw funds from your Montgomery 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 Plan. Montgomery will waive any
early withdraw penalties on certificate accounts used to purchase stock.
CAN I PURCHASE SHARES USING FUNDS IN MY BANK IRA ACCOUNT?
Federal regulations do not permit the purchase of conversion stock from your
existing Bank IRA account. Please call our Stock Information Center for
additional information.
WILL THE STOCK BE INSURED?
No. Like any other common stock, the Holding Company's stock will not be
insured.
WILL DIVIDENDS BE PAID ON THE STOCK?
The Board of Directors of the Holding Company intends 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 STOCK BE TRADED?
The Company's stock will trade on the Nasdaq National Market under the symbol
"XXXX". However, no assurance can be given that an active and liquid market will
develop.
MUST I PAY A COMMISSION?
No. You will not be charged a commission or fee on the purchase of shares in the
Plan
SHOULD I VOTE?
Yes. Your "YES" vote is very important!
PLEASE VOTE, SIGN AND RETURN ALL PROXY CARDS!
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.
HOW MANY VOTES DO I HAVE?
Your proxy card(s) show(s) the number of votes you have. Every depositor and
certain borrowers entitled to vote may cast one vote for each $100, or fraction
thereof, on deposit as of the voting record date on each of the proposals
presented.
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
decide to revoke your proxy you may do so by giving notice at the special
meeting.
FOR ADDITIONAL INFORMATION YOU MAY CALL OUR STOCK INFORMATION CENTER BETWEEN
9:00 A.M. AND 4:30 P.M. MONDAY THROUGH THURSDAY OR FRIDAY BETWEEN 9:00 A.M. AND
6:00 P.M., CRAWFORDSVILLE, INDIANA TIME.
STOCK INFORMATION CENTER (XXX) XXX-XXXX
Montgomery Financial Corporation
119 E. Main Street
Crawfordsville, Indiana 47933
Phone (XXX) XXX-XXXX Fax (XXX) XXX-XXXX
STOCK OFFERING
QUESTIONS
AND
ANSWERS
Montgomery Financial
Corporation
THE STOCK OFFERED IN THE CONVERSION IS NOT A DEPOSIT OR ACCOUNT AND IS NOT
FEDERALLY INSURED OR GUARANTEED. THIS IS NOT AN OFFER TO SELL OR A SOLICIATION
OF AN OFFER TO BUY STOCK. THE OFFER WILL BE MADE ONLY BY THE PROSPECTUS
ACCOMPANIED BY A STOCK ORDER FORM AND CERTIFICATION FORM.