Exhibit 99.4
STOCK
OFFERING
QUESTIONS
AND
ANSWERS
Ben Franklin
Financial, Inc.
(Proposed Holding Company for
Ben Franklin Bank of Illinois formerly known as
Douglas Savings Bank)
STOCK OFFERING
QUESTIONS & ANSWERS
FACTS ABOUT THE PLAN OF CONVERSION
The Board of Directors of Ben Franklin Bank of Illinois (the "Bank"), formerly
known as Douglas Savings Bank, unanimously adopted a Plan of Conversion (the
"Plan") to convert from a federal mutual savings bank to a federal stock savings
bank (the "Conversion").
This brochure answers some of the most frequently asked questions about the
Conversion and about your opportunity to invest in Ben Franklin Financial, Inc.,
the newly formed holding company for the Bank (the "Holding Company"), through
Subscription and Direct Community and/or Public Offerings (the "Offering").
Investment in the common stock of the Holding Company ("Common Stock") involves
certain risks. For a discussion of these risks and other factors, investors are
urged to read the accompanying Prospectus, especially the discussion under the
heading "Risk Factors."
WHY IS THE BANK CONVERTING TO THE STOCK HOLDING COMPANY STRUCTURE?
The stock holding company form of ownership is used by most business
corporations and an increasing number of banks and savings institutions. Through
the sale of the stock, the Holding Company will raise additional capital,
enabling it to:
o Take advantage of opportunities for internal growth and possible future
acquisitions.
o The Bank, in turn, will utilize these funds to support and broaden its
range of products and services offered; and
o Allow customers of the Bank and friends to subscribe to purchase stock and
share in the Holding Company's and the Bank's future.
WILL THE CONVERSION AFFECT ANY OF MY DEPOSIT ACCOUNTS(S) OR LOAN(S)?
No. The Conversion will have no effect on the balance or terms of any deposit
account or loan, and your deposit(s) will continue to be federally insured by
the Federal Deposit Insurance Corporation ("FDIC") to the maximum legal limit.
Your account(s) will not automatically be converted to stock.
WHO MAY PURCHASE STOCK IN THE OFFERING?
Depositors of the Bank as of certain dates, the Bank's Employee Stock Ownership
Plan, and employees, officers and directors of the Bank may purchase stock in
the Subscription Offering. To the extent that all of the Common Stock is not
sold to eligible subscribers, the Holding Company may offer and sell the
remainder of the Common Stock through Friedman, Billings, Ramsey & Co., Inc. to
the general public in the Direct Community and/or Public Offering.
HOW MANY SHARES OF STOCK ARE BEING OFFERED AND AT WHAT PRICE?
The Company is offering up to 1,610,000 shares (subject to adjustment up to
1,851,500 shares) of Common Stock at a price of $10.00 per share. The Offering
is made by the Prospectus accompanied by the Stock Order Form and Certification
Form.
HOW MUCH STOCK MAY I BUY?
The minimum order is 25 shares. The maximum purchase for any person (or persons
on a single account) is 20,000 shares. The maximum order for any person together
with associates of and persons acting in concert with such person is 80,000
shares of the Common Stock sold in the Offering. No person, by himself or
herself, or with an associate or group of persons acting in concert, may
subscribe for or purchase more than 20,000 shares in the Public or Direct
Community Offering.
The maximum purchase limitation may be increased or decreased at the sole
discretion of the Holding Company and the Bank, subject to any necessary
regulatory approval.
DO I HAVE TO BUY STOCK?
No. The Conversion, however, will allow the Bank's eligible depositors,
employees, officers and directors an opportunity to subscribe for stock. They
will have the opportunity to become initial stockholders of the Company and to
share in the future of the Company and the Bank with which they do business.
HOW DO I ORDER STOCK?
You must complete the Stock Order Form (and Certification Form printed on the
back) by following the printed Stock Order Form Instructions. A properly
executed Stock Order Form and Certification Form and payment in full must be
received at the Stock Center or at any office of the Bank by 12:00 noon,
Arlington Heights, Illinois Time, on xxxday, June___, 1998.
IF I PLACE AN ORDER FOR STOCK, AM I GUARANTEED TO RECEIVE THAT STOCK?
No. Placing an order for stock does not guarantee that you will receive any or
all of your order. Orders are filled on a priority basis. For detailed
information on the preference categories, refer to "The Conversion" section of
the Prospectus.
HOW DO I PAY FOR MY SHARES OF STOCK?
You must include payment by check, money order or cash with your Stock Order
Form and Certification Form. Cash will be accepted only if delivered in person
to a branch of the Bank where it will be converted into a check. Interest will
be paid by the Bank on these funds at the Bank's passbook rate from the day the
funds are received until the completion or termination of the Conversion.
You may authorize us to withdraw funds from your deposit account or certificate
of deposit for the amount of funds you specify for payment. The Bank is waiving
all early withdrawal penalties on certificates of deposit where the funds are
used to subscribe for stock.
Note: You will not have access to these funds from the day we receive your order
until the completion or
termination of the Conversion.
May I purchase shares using funds in my Ben Franklin Bank of Illinois (formerly
known as Douglas Savings Bank) IRA account?
Federal regulations do not permit the purchase of conversion stock in your IRA
account held by the Bank. To accommodate our IRA depositors, we have made
arrangements to have funds transferred into self-directed IRA accounts with a
third party broker-dealer to allow for such purchases. Please call our Stock
Center as soon as possible at (847) 938-____ for additional information.
WILL THE STOCK BE INSURED?
No. Like any other common stock, the Common Stock will not be insured by the
Federal Deposit Insurance Corporation, the Bank Insurance Fund, the Savings
Association Insurance Fund or any other governmental agency.
WILL DIVIDENDS BE PAID ON THE STOCK?
The Board of Directors has not yet established a policy with respect to payment
of cash dividends on the Common Stock. Some factors that will be taken into
account when making decisions regarding dividends are: the Holding Company's
consolidated financial condition, capital requirements, tax considerations,
industry standards, economic conditions, investment opportunities, regulatory
restrictions, general business practices and other factors.
HOW WILL THE STOCK BE TRADED?
The Common Stock will trade on the Nasdaq Stock Market under the symbol "BFFI".
However, no assurance can be given that an active and liquid market will
develop.
DO I PAY A COMMISSION?
No. You will not be charged a commission or fee on the purchase of shares in the
Offering.
SHOULD I VOTE IN FAVOR OF THE PLAN OF CONVERSION?
Yes. The Board of Directors of the Bank recommends that you vote in favor of the
Plan of Conversion. Your "FOR" vote is very important!
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. PLEASE VOTE, SIGN AND
RETURN ALL PROXY CARDS TODAY!
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, or fraction thereof, on deposit as of
April___, 1998, the Voting Record Date. The maximum is 1,000 votes. We must
receive affirmative votes from the majority of members of the Bank in order to
approve the Plan of Conversion.
MAY I VOTE IN PERSON AT THE SPECIAL MEETING?
Yes, but we would still like you to sign and mail your proxy card today. If you
decide to revoke your proxy, you may do so by voting at the Special Meeting of
Members to be held on June ___, 1998 at 10:00 a.m.
FOR ADDITIONAL INFORMATION YOU MAY CALL OUR STOCK CENTER AT (847)
398-____between 9:00 a.m. and 5:00 p.m., Arlington Heights, Illinois Time,
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
governmental agency.
This is neither an offer to sell nor a solicitation of an offer to buy stock.
The offer will be made only by the Prospectus accompanied by the Stock Order
Form and Certification Form.
Ben Franklin Financial, Inc.
Stock Center
6 South Dryden Place
Arlington Heights, IL 60004
(847) ____-______