Exhibit 99.3
PEOPLES BANCORP, M.H.C.
134 Franklin Corner Road
Lawrenceville, New Jersey 08648
(609) 844-3106
NOTICE OF SPECIAL MEETING OF MEMBERS
To be Held On _____________, 1998
NOTICE IS HEREBY GIVEN that a Special Meeting of members (the "Special
Meeting") of Peoples Bancorp, M.H.C. (the "Mutual Holding Company") will be held
at _____________________________________ ___________________, located at
_____________________________________________, at ____ __.m., New Jersey time on
____________, 1998. As of the date hereof, the Mutual Holding Company holds no
material assets other than 5,796,000, or approximately 64.1%, of the outstanding
shares of common stock ("Mid-Tier Common Stock") of Peoples Bancorp, Inc. (the
"Mid-Tier Holding Company"), which owns no material assets other than the 100%
of outstanding shares of Trenton Savings Bank FSB (the "Bank") a federal savings
bank.
A Proxy Statement and Proxy Card(s) are enclosed. The Special Meeting
is for the purpose of considering and voting upon:
A Plan of Conversion and Reorganization (the "Plan" or the "Plan of
Conversion") pursuant to which (i) Trenton Savings Bank ("the Bank")
will establish Peoples Bancorp, Inc. (the "Company") as a first-tier
Delaware chartered corporation subsidiary; (ii) the Company will
charter an interim federal association ("Interim"); (iii) the Mutual
Holding Company will merge with and into the Mid-Tier Holding Company,
shares of Mid-Tier Common Stock held by the Mutual Holding Company will
be canceled and certain depositors of the Bank will receive an interest
in a liquidation account of the Mid-Tier Holding Company in exchange
for such persons' interest in the Mutual Holding Company; (iv) the
Mid-Tier Holding Company will merge with and into the Bank (the
"Mid-Tier Merger") with the Bank as the resulting entity and
stockholders of the Mid-Tier Holding Company other than the Mutual
Holding Company ("Minority Stockholders") will constructively receive
shares of Bank Common Stock in exchange for their Mid-Tier Common Stock
and each Eligible Account Holder and Supplemental Eligible Account
Holder will receive an interest in a Liquidation Account of the Bank in
exchange for such person's interest in the Mid-Tier Holding Company;
(v) contemporaneously with the Mid-Tier Merger, Interim will merge with
and into the Bank with the Bank as the surviving entity (the "Bank
Merger") and Minority Stockholders will exchange the shares of Bank
Common Stock that they constructively received in the Mid-Tier Merger
for the Company's common stock pursuant to the "Exchange Ratio" as
defined herein; and (vi) contemporaneously with the Bank Merger, the
Company will offer for sale shares of common stock in a subscription
offering; and
Such other business as may properly come before this Special Meeting or
any adjournment thereof. Management is not aware of any such other business.
The Board of Directors has fixed ____________, 1998 (the "Voting Record
Date") as the record date for the determination of members entitled to notice of
and to vote at the Special Meeting and at any adjournment thereof. Only those
members of the Mutual Holding Company (i.e., depositors of the Bank) as of the
Voting Record Date who continue to be members on the date of the Special Meeting
or any adjournment thereof will be entitled to vote at the Special Meeting. The
following Proxy Statement is a summary of information about the Bank and the
proposals to be voted on at the Special Meeting. A more detailed description of
the Mid-Tier Holding Company, Mutual Holding Company, the Company, the Bank and
the proposal to be voted on at the Special Meeting is included in the Prospectus
that you are receiving herewith and which is incorporated into the Proxy
Statement by reference. Upon written request addressed to the Secretary of the
Mutual Holding Company at the address given above, members may obtain an
additional copy of the Prospectus, and/or a copy of the Plan and exhibits
thereto, including the Certificate of Incorporation and the Bylaws of the
Company. In order to assure timely receipt of the additional copy of the
Prospectus and/or the Plan, the written request should be received by the Bank
by _______________, 1998.
By Order of the Board of Directors
Robert C. Hollenbeck
Corporate Secretary
Lawrenceville, New Jersey
________________, 1998
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU SIGN, DATE AND MARK THE
ENCLOSED PROXY CARD IN FAVOR OF THE ADOPTION OF THE PLAN OF CONVERSION AND
RETURN IT PROMPTLY IN THE ENCLOSED SELF-ADDRESSED STAMPED ENVELOPE. PROXY CARDS
MUST BE RECEIVED PRIOR TO THE COMMENCEMENT OF THE SPECIAL MEETING. RETURNING
PROXY CARDS WILL NOT PREVENT YOU FROM VOTING IN PERSON IF YOU ATTEND THE SPECIAL
MEETING.
YOUR VOTE IS VERY IMPORTANT. A FAILURE TO VOTE WILL
HAVE THE SAME EFFECT AS A VOTE AGAINST THE PLAN.
PROXY STATEMENT
PEOPLES BANCORP, M.H.C.
134 Franklin Corner Road
Lawrenceville, New Jersey 08648
(609) 844-3106
Special Meeting of Members
To be Held on _____________, 1998
INTRODUCTION
This Proxy Statement is being furnished to you in connection with the
solicitation by the Board of Directors of Peoples Bancorp, M.H.C. (the "Mutual
Holding Company") of proxies to be voted at the Special Meeting of Members of
the Mutual Holding Company (the "Special Meeting") to be held at
_______________________________ located at
______________________________________, New Jersey, on _______________, 1998, at
____ __.m., New Jersey time and at any adjournments thereof. As of the date
hereof, the Mutual Holding Company holds no material assets other than
5,796,000, or approximately 64.1%, of the outstanding shares of common stock
("Mid-Tier Common Stock") of Peoples Bancorp, Inc. (the "Mid-Tier Holding
Company"), which owns no material assets other than the 100% of outstanding
shares of Trenton Savings Bank FSB (the "Bank") a federal savings bank. The
Special Meeting is for the purpose of considering and acting upon a Plan of
Conversion and Reorganization (the "Plan" or the "Plan of Conversion") pursuant
to which (i) Trenton Savings Bank ("the Bank") will establish Peoples Bancorp,
Inc. (the "Company") as a first-tier Delaware chartered corporation subsidiary;
(ii) the Company will charter an interim federal association ("Interim"); (iii)
the Mutual Holding Company will merge with and into the Mid-Tier Holding
Company, shares of Mid-Tier Common Stock held by the Mutual Holding Company will
be canceled and certain depositors of the Bank will receive an interest in a
liquidation account of the Mid-Tier Holding Company in exchange for such
persons' interest in the Mutual Holding Company; (iv) the Mid-Tier Holding
Company will merge with and into the Bank (the "Mid-Tier Merger") with the Bank
as the resulting entity and stockholders of the Mid-Tier Holding Company other
than the Mutual Holding Company ("Minority Stockholders") will constructively
receive shares of Bank Common Stock in exchange for their Mid-Tier Common Stock
and each Eligible Account Holder and Supplemental Eligible Account Holder will
receive an interest in a Liquidation Account of the Bank in exchange for such
person's interest in the Mid-Tier Holding Company; (v) contemporaneously with
the Mid-Tier Merger, Interim will merge with and into the Bank with the Bank as
the surviving entity (the "Bank Merger") and Minority Stockholders will exchange
the shares of Bank Common Stock that they constructively received in the
Mid-Tier Merger for the Company's common stock pursuant to the "Exchange Ratio"
as defined herein; and (vi) contemporaneously with the Bank Merger, the Company
will offer for sale shares of common stock in a subscription offering.
A more detailed description of the Mutual Holding Company, the Company,
the Bank and the proposal to be voted on at the Special Meeting is included in
the Prospectus that you are receiving herewith. Upon written request addressed
to the Secretary of the Mutual Holding Company at the address given above,
members may obtain an additional copy of the Prospectus, and/or a copy of the
Plan of Conversion and exhibits thereto, including the Certificate of
Incorporation and the Bylaws of the Company. In order to assure timely receipt
of the additional copy of the Prospectus and/or the Plan, the written request
should be received by the Mutual Holding Company by _____________, 1998.
Voting in favor of the Plan of Conversion will not obligate any person
to purchase Subscription Shares. Subscription Shares are being offered only
through the Prospectus.
VOTING SECURITIES AND VOTES REQUIRED FOR APPROVAL
The Board of Directors of the Mutual Holding Company has fixed
_____________, 1998 as the voting record date (the "Voting Record Date") for the
determination of members entitled to notice of and to vote at the Special
Meeting. All of the Bank's depositors (i.e., members of the Mutual Holding
Company) as of the close of business on
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the Voting Record Date who continue to be members on the date of the Special
Meeting or any adjournment thereof will be entitled to vote at the Special
Meeting or such adjournment.
Each member will be entitled at the Special Meeting to cast one vote
for each $100, or fraction thereof, of the aggregate withdrawal value of all of
their deposit accounts in the Bank as of the Voting Record Date. No member may
cast more than 1,000 votes. In general, accounts held in different ownership
capacities will be treated as separate memberships for purposes of applying the
1,000 vote limitation. For example, if two persons hold a $100,000 account in
their joint names and each of the persons also holds a separate account for
$100,000 in his or her own name, each person would be entitled to 1,000 votes
for the separate account and they would together be entitled to cast an
additional 1,000 votes for the joint account.
Pursuant to Office of Thrift Supervision ("OTS") regulations,
consummation of the Conversion is conditioned upon the approval of the Plan by
the OTS, as well as (1) the approval of the holders of at least a majority of
the total number of votes eligible to be cast by the Members of the Mutual
Holding Company as of the close of business on the Voting Record Date and (2)
the approval of the holders of at least two-thirds of the outstanding shares of
the Mid- Tier Common Stock at a special meeting of Stockholders called for the
purpose of considering the Plan (the "Stock Holders' Meeting"). In addition, the
Mid-Tier Holding Company and the Mutual Holding Company have conditioned the
consummation of the Conversion on the approval of the Plan of Conversion by the
holders of at least a majority of the votes cast, in person or by proxy, by the
holders of Mid-Tier Common Stock excluding the Mutual Holding Company (the
"Minority Stockholders") at the Stockholders' Meeting. As of the Voting Record
Date for the Special Meeting, the Mutual Holding Company had depositor members
who are entitled to cast a total of _________ votes.
Deposits held in a trust or other fiduciary capacity may be voted by
the trustee or other fiduciary to whom voting rights are delegated under the
trust instrument or other governing document or applicable law. In the case of
IRA and Keogh trusts established at the Bank, the beneficiary may direct the
trustee's vote on the Plan of Conversion by returning a completed proxy card to
the Bank.
PROXIES
Enclosed is a proxy which may be used by a member to vote on the Plan
of Conversion. All properly executed proxies received by management will be
voted in accordance with the instructions indicated thereon by the members
giving such proxies. If no instructions are given, such signed proxies returned
by members will be voted in favor of the Plan of Conversion. If any other
matters are properly presented at the Special Meeting and may properly be voted
on, all proxies will be voted on such matters by such proxy holders in
accordance with the directions of the Board of Directors. Management is not
aware of any other business to be presented at the Special Meeting. A proxy may
be revoked at any time before it is voted by written notice to the Secretary of
the Mutual Holding Company, by submitting a later-dated proxy, or by attending
and voting in person at the Special Meeting. The proxies being solicited are for
use only at the Special Meeting and at any and all adjournments thereof, and
will not be used for any other meeting.
To the extent necessary to permit approval of the Plan of Conversion,
proxies may be solicited by officers, directors or regular employees of the
Mutual Holding Company and/or the Bank, in person, by telephone or through other
forms of communication and, if necessary, the Special Meeting may be adjourned
to a later date. Such persons will be reimbursed by the Mutual Holding Company
and/or the Bank for their reasonable out-of-pocket expenses, including, but not
limited to, de minimis telephone and postage expenses incurred in connection
with such solicitation. The Mutual Holding Company and/or the Bank have not
retained a proxy solicitation firm to provide advisory services in connection
with the solicitation of proxies, although Friedman, Billings, Ramsey & Co.,
Inc. ("FBR"), the broker-dealers retained to assist in the marketing of the
Company's Common Stock, have also agreed to assist in the proxy solicitations.
FBR will receive compensation for their services as described in the section of
the Prospectus titled "The Conversion--Plan of Distribution and Selling
Commissions." The Bank will bear all costs of this solicitation.
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THE BOARD OF DIRECTORS OF THE MUTUAL HOLDING COMPANY UNANIMOUSLY
RECOMMENDS THAT YOU VOTE TO APPROVE THE PLAN OF CONVERSION AND TO SIGN, DATE AND
PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE,
EVEN IF YOU DO NOT INTEND TO PURCHASE SUBSCRIPTION SHARES.
THE OTS HAS APPROVED THE PLAN OF CONVERSION SUBJECT TO THE APPROVAL OF
THE MUTUAL HOLDING COMPANY'S MEMBERS AND THE SATISFACTION OF CERTAIN OTHER
CONDITIONS. HOWEVER, OTS APPROVAL DOES NOT CONSTITUTE A RECOMMENDATION OR
ENDORSEMENT OF THE PLAN BY THE OTS.
PROPOSAL -- APPROVAL OF THE PLAN OF CONVERSION
All persons receiving this proxy are also being given a prospectus (the
"Prospectus") that describes the Conversion. The Prospectus, in its entirety, is
incorporated herein and made a part hereof. Although the Prospectus is
incorporated herein, this proxy statement does not constitute an offer or a
solicitation of an offer to purchase the common stock offered thereby. The
Mutual Holding Company urges you to carefully read the Prospectus prior to
voting on the proposal to be presented at the Special Meeting.
REVIEW OF OTS ACTION
Section 5(i)(2)(B) of the Home Owners' Loan Act, as amended, 12 U.S.C.
ss.1464(i)(2)(B) and Section 563b.8(u) of the Rules and Regulations promulgated
thereunder (12 C.F.R. Section 563b.8(u)) provide: (i) that persons aggrieved by
a final action of the OTS which approves, with or without conditions, or
disapproves a plan of conversion, may obtain review of such final action only by
filing a written petition in the United States Court of Appeals for the circuit
in which the principal office or residence of such person is located, or in the
United States Court of Appeals for the District of Columbia, requesting that the
final action of the OTS be modified, terminated or set aside, and (ii) that such
petition must be filed within 30 days after publication of notice of such final
action in the Federal Register, or 30 days after the date of mailing of the
notice and proxy statement for the meeting of the converting institution's
members at which the conversion is to be voted on, whichever is later. The
notice of the Special Meeting of the Mutual Holding Company's members to vote on
the Plan of Conversion described herein is included at the beginning of this
Proxy Statement. The statute and regulation referred to above should be
consulted for further information.
HOW TO OBTAIN ADDITIONAL INFORMATION
The Prospectus contains audited consolidated financial statements of
the Mid-Tier Holding Company and its subsidiaries, including statements of
operations for the past three years; management's discussion and analysis; a
description of lending, savings, investment, and borrowing activities;
information concerning the Bank's subsidiaries; remuneration and other benefits
of directors and officers; further information about the business and financial
condition of the Bank; and additional information about the Conversion, and the
Subscription and Community Offerings. The Plan sets forth the terms, conditions
and provisions of the proposed Conversion. The proposed Certificate of
Incorporation and Bylaws of the Company are exhibits to the Plan. The Order Form
is the means by which an order for the subscription and purchase of shares is
placed.
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If you would like to receive an additional copy of the Prospectus, or a
copy of the Plan of Conversion and the Certificate of Incorporation and Bylaws
of the Company, you must request such materials in writing, addressed to the
Bank's secretary at the Bank's address given above. Such requests must be
received by the Bank no later than ________________, 1998. Requesting such
materials does not obligate you to purchase shares. If the Bank does not receive
your request by ________________, 1998, you will not be entitled to have such
materials mailed to you.
By Order of the Board of Directors
Robert C. Hollenbeck
Corporate Secretary
Lawrenceville, New Jersey
______________, 1998
YOUR VOTE IS IMPORTANT! THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE FOR THE PLAN OF CONVERSION.
THIS PROXY STATEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUBSCRIPTION SHARES. THE OFFER WILL BE MADE ONLY BY THE PROSPECTUS.
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REVOCABLE PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
PEOPLES BANCORP, M.H.C.
FOR A SPECIAL MEETING OF MEMBERS
TO BE HELD ON __________________, 1998
The undersigned members of People Bancorp, M.H.C. (the "Mutual Holding
Company"), hereby appoint the full Board of Directors, with full powers of
substitution, as attorneys-in-fact and agents for and in the name of the
undersigned, to vote such votes as the undersigned may be entitled to vote at
the Special Meeting of Members of Peoples Bancorp, M.H.C. to be held at
__________________________________________ located at
___________________________________________, on _____________, 1998, at ____
_.m., New Jersey time, and at any and all adjournments thereof. They are
authorized to cast all votes to which the undersigned is entitled as follows:
FOR AGAINST
[ ] [ ]
A Plan of Conversion and Reorganization (the "Plan" or the "Plan of Conversion")
pursuant to which (i) Trenton Savings Bank ("the Bank") will establish Peoples
Bancorp, Inc. (the "Company") as a first-tier Delaware chartered corporation
subsidiary; (ii) the Company will charter an interim federal association
("Interim"); (iii) the Mutual Holding Company will merge with and into the
Mid-Tier Holding Company, shares of Mid-Tier Common Stock held by the Mutual
Holding Company will be canceled and certain depositors of the Bank will receive
an interest in a liquidation account of the Mid-Tier Holding Company in exchange
for such persons' interest in the Mutual Holding Company; (iv) the Mid-Tier
Holding Company will merge with and into the Bank (the "Mid-Tier Merger") with
the Bank as the resulting entity and stockholders of the Mid-Tier Holding
Company other than the Mutual Holding Company ("Minority Stockholders") will
constructively receive shares of Bank Common Stock in exchange for their
Mid-Tier Common Stock and each Eligible Account Holder and Supplemental Eligible
Account Holder will receive an interest in a Liquidation Account of the Bank in
exchange for such person's interest in the Mid-Tier Holding Company; (v)
contemporaneously with the Mid-Tier Merger, Interim will merge with and into the
Bank with the Bank as the surviving entity (the "Bank Merger") and Minority
Stockholders will exchange the shares of Bank Common Stock that they
constructively received in the Mid-Tier Merger for the Company's common stock
pursuant to the "Exchange Ratio" as defined herein; and (vi) contemporaneously
with the Bank Merger, the Company will offer for sale shares of common stock in
a subscription offering.
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Such other business as may properly come before the Special Meeting of
any adjournment thereof.
NOTE: The Board of Directors is not aware of any other matter that may
come before the Special Meeting of Members.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THE BOARD OF DIRECTORS IN
ITS BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE MEETING.
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THIS PROXY WILL BE VOTED FOR THE PROPOSITIONS
STATED IF NO CHOICE IS MADE HEREON
Votes will be cast in accordance with the Proxy. Should the undersigned
be present and elect to vote at the Special Meeting or at any adjournment
thereof and after notification to the Secretary of Peoples Bancorp, M.H.C. at
said Special Meeting the member's decision to terminate this Proxy, then the
power of said attorney-in-fact or agents shall be deemed terminated and of no
further force and effect.
The undersigned acknowledges receipt of a Notice of Meeting of Members
and a Proxy Statement dated _____________, 1998, prior to the execution of this
Proxy.
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Date
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Signature
NOTE: Only one signature is required
in the case of a joint account.
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE.
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