Exhibit 99.4
Service Bancorp, Inc.
Holding Company for
Summit Bank
Medway, Massachusetts
Proposed Marketing Materials
Marketing Materials for
Service Bancorp, Inc.
Medway, Massachusetts
Table of Contents
I. Press Release
A. Explanation
B. Schedule
C. Distribution List
D. Press Release Examples
II. Advertisements
A. Explanation
B. Schedule
C. Advertisement Examples
III. Question and Answer Brochure
A. Explanation
B. Quantity and Method of Distribution
C. Example
IV. Officer and Director Support Brochure
A. Explanation
B. Method of Distribution
C. Example
V. IRA Mailing
A. Explanation
B. Quantity and Method of Distribution
C. IRA Mailing Example
VI. Counter Cards and Lobby Posters
A. Explanation
B. Quantity
VII. Invitations
A. Explanation
B. Quantity - Method of Distribution
C. Examples
I. Press Releases
A. Explanation
In an effort to assure that all customers, community members and other
interested investors receive prompt accurate information in a
simultaneous manner, the Bank will forward press releases to area
newspapers, radio stations, etc. at various points during the
Conversion and Reorganization process.
Only press releases approved by Issuer's Counsel and the Massachusetts
Division of Banks will be forwarded for publication in any manner.
B. Schedule
1. Approval of Conversion and Reorganization
2. Close of Stock Offering
National and Local Distribution List
The Bank should provide a supplemental distribution list that includes all local
newspapers that it considers to be within its market area.
(TO BE PROVIDED)
Press Release FOR IMMEDIATE RELEASE
---------------------
For More Information Contact:
Eugene G. Stone
President and Chief Executive Officer
Summit Bank
(508) 533-4343
SUMMIT BANK
REORGANIZATION FROM MUTUAL HOLDING COMPANY TO STOCK
HOLDING COMPANY APPROVED
Eugene G. Stone, President and Chief Executive Officer of Summit Bank
(the "Bank"), Medway, Massachusetts-, announced today that Summit Bank and its
parent company, Service Bancorp, MHC, have received approval from the
Massachusetts Division of Banks to reorganize into a "two-tier" mutual holding
company. Summit Bank will then become a subsidiary of a recently organized
holding company, Service Bancorp, Inc.
Pursuant to the stock issuance plan, Service Bancorp is offering up to
1,190,250 shares of its common stock, at a price of $10.00 per share. The stock
will be offered on a priority basis to depositors of the bank as of March 31,
1997, depositors of the bank as of June 30, 1998, Summit Bancorp's Employee
Stock Ownership Plan and the Bank's employees, officers and directors. If any
shares remain, stock will then be offered to persons who reside in Medway,
Franklin, Medfield and Millis, Massachusetts. The Subscription and Community
Offering (together, the "Offering") will be managed by Trident Securities, Inc.
of Raleigh, North Carolina. Prospectuses describing, among other things, the
terms of the Offering will be mailed to eligible depositors of the Bank on or
about August ___, 1998.
According to Mr. Stone, "Our day to day operations will not change as a
result of the
reorganization and deposits will continue to be insured by the FDIC up to the
applicable legal limits."
Customers or members of the community with questions concerning the
reorganization should call the Stock Information Center at (508)
________________, or visit the Bank's main office at 81 Main Street in Medway.
This is neither an offer to sell nor a solicitation of an offer to buy the stock
of Service Bancorp, Inc. The offer is made only by the Prospectus. The shares of
Common Stock are not deposits or savings accounts and will not be insured by the
Federal Deposit Insurance Corporation or any other government agency.
Press Release FOR IMMEDIATE RELEASE
---------------------
For More Information Contact:
Eugene G. Stone
President and Chief Executive Officer
Summit Bank
(508) 533-4343
SERVICE BANCORP, INC. COMPLETES REORGANIZATION AND STOCK SALE
Medway, Massachusetts - (_______, 1998) Eugene G. Stone, President and
Chief Executive Officer of Summit Bank (the "Bank"), announced today that
Service Bancorp, Inc. (the "Company"), the holding company for the Bank, will
complete its stock offering on _________, 1998. In connection with the Bank's
Conversion and Reorganization. __________ shares were sold at $10.00 per share
in connection with the stock offering.
Mr. Stone indicated that the board of directors of the Bank want to
express their thanks for the response to the stock offering and that the Bank
looks forward to continuing to serve the needs of its customers and the
community as a stock institution. The offering was managed by Trident
Securities, Inc. The stock is expected to commence trading on the Nasdaq
Smallcap Market under the symbol "______" on ___________, 1998.
II. Advertisements (Optional)
A. Explanation
The intended use of the attached advertisement "A" is to notify the
Bank's customers and members of the local community that the Conversion
and Reorganization offering is underway.
The intended use of advertisement "B" is to remind the Bank's customers
and members of the local community of the closing date of the stock
offering.
B. Media Schedule
1. Advertisement A - To be run immediately following regulatory
approval and run as often as weekly thereafter.
2. Advertisement B - To be run during the last week of the
subscription offering.
The Bank may, depending upon the response from customers and the
community, choose to run fewer ads or no ads at all.
Advertisement (A)
This announcement is neither an offer to sell nor a solicitation of an offer
to buy these securities. The offer is made only by the Prospectus. These
shares have not been approved or disapproved by the Federal Deposit
Insurance Corporation, the Massachusetts Division of Banks, nor
has the commission or division passed upon the accuracy or
adequacy of the prospectus. Any representation to the
contrary is unlawful.
New Issue _______, 1998
________ Shares
These shares are being offered pursuant
to a Plan of Conversion and Reorganization whereby
Summit Bank
Medway, Massachusetts will
reorganize into a two-tier mutual holding company and
become a wholly-owned subsidiary of
Service Bancorp, Inc.
Common Stock
---------------
Price $10.00 Per Share
---------------
Trident Securities, Inc.
For a copy of the prospectus call (508) ________.
Copies of the Prospectus may be obtained in any State in which
this announcement is circulated from the undersigned or
such other brokers and dealers as may legally offer
these securities in such state.
Advertisement (B)
ATTENTION: SUMMIT BANK'S ELIGIBLE
DEPOSITORS
_____________, IS THE DEADLINE TO
ORDER STOCK OF SERVICE BANCORP, INC.
Eligible depositors of Summit Bank
have the opportunity
to invest in Summit Bank by subscribing
for common stock in its holding company
SERVICE BANCORP, INC.
A Prospectus relating to these securities is
available at our office or by calling our
Stock Information Center at (508) _____________.
This announcement is not an offer to sell or a
solicitation of an offer to buy the stock of Service Bancorp, Inc. The offer
is made only by the Prospectus. The shares of Common Stock are not
deposits or savings accounts and will not be insured
by the Federal Deposit Insurance Corporation
or any other government agency.
III. Question and Answer Brochure
A. Explanation
The Question and Answer brochure is an essential marketing piece in any
Conversion and Reorganization. It serves to answer some of the most
commonly asked questions in "plain, everyday language". Although most
of the answers are taken verbatim from the Prospectus, it saves a
prospective investor from searching for the answer to a simple
question.
B. Method of Distribution
There are four primary methods of distribution of the Question and
Answer brochure. However, regardless of the method the brochures are
always accompanied by a Prospectus.
1. A Question and Answer brochure is sent out in the initial mailing
to all eligible account holders of the Bank.
2. Question and Answer brochures are available at the Bank.
3. Question and Answer brochures are distributed in information
packets at community meetings.
4. Question and Answer brochures are sent out in a standard
information packet to all interested investors who phone the
Stock Information Center requesting information.
Summit Bank
Medway, Massachusetts
Questions and Answers Regarding the Subscription and Community Offering
This information is neither an offer to sell nor a solicitation of an offer to
buy securities. The offer is made only by the Prospectus. A Prospectus can be
obtained at any Summit Bank office or by calling the Summit Bank Stock
Information Center at (508) [________]. There shall be no sale of stock in any
state in which any offer, solicitation of an offer or sale of stock would be
unlawful.
MUTUAL TO STOCK CONVERSION AND REORGANIZATION
The Bank's Board of Directors and the Mutual Holding Company's Board of Trustees
have voted to convert to a two-tier mutual holding company and the Mutual
Company's Corporators have approved it. Complete details on the Conversion and
Reorganization, including reasons for conversion and reorganization, are
contained in the Prospectus. We ask you to please read it carefully.
This brochure is provided to answer basic questions you might have about the
Conversion and Reorganization. Remember, the Conversion and Reorganization will
not affect the rate on any of your savings accounts or loans.
THE OFFERING AND REORGANIZATION
1. Q. What is the purpose of the Stock Offering?
A. We are selling shares of common stock so that we can raise capital to grow
and compete more effectively in our market area, and so that our
depositors, employees, management and directors may obtain an equity
ownership in the Bank. As part of the reorganization, you will have the
opportunity to become a stockholder of the Stock Company, which will allow
you to share indirectly in the future earnings and growth of our Bank. The
capital raised in the stock offering will enable us to expand our lending
and investment activities, and may be used to establish or acquire new
branch offices or acquire other financial institutions.
2. Q. Will the transaction be beneficial to the communities that the Bank
serves?
A. Management believes that the Offering is in the best interest of the
various communities that Summit Bank serves because following the stock
offering it is anticipated that a significant portion of the Common Stock
will be owned by local residents desiring to share in the ownership of a
local community financial institution. Management desires that a
significant portion of the shares of common stock sold in the Offering
will be sold to residents of the Savings Bank's "Local Community."
3. Q. Will the transaction have any effect on savings accounts, certificates of
deposit or loans with Summit Bank?
A. No. The transaction will not change the amount, interest rate or
withdrawal rights of savings and checking accounts or certificates of
deposit. The rights and obligations of borrowers under their loan
agreements will not be affected.
4. Q. Will the Offering cause any changes in personnel or management?
A. No. The Offering will not cause any changes in personnel or management.
The normal day-to-day operations will continue as before.
THE SUBSCRIPTION AND COMMUNITY OFFERINGS
5. Q. What are the Subscription and Community Offerings?
A. Under the Stock Issuance Plan adopted by Summit Bank, consistent with the
board's objective for Summit Bank to remain a locally owned financial
institution, the Holding Company is offering shares of stock to certain
current and former customers of the Bank and to the Company's Employee
Stock Ownership Plan ("ESOP") in the Subscription Offering. Shares which
are not subscribed for in the Subscription Offering, if any, may be
offered to the general public in a Community Offering with preference
given to natural persons who are residents of Medway, Franklin, Medfield
and Millis, Massachusetts. The Subscription Offering and Community
Offering, if conducted, are being managed by Trident Securities, Inc. It
is anticipated that any shares not subscribed for in either the
Subscription or Community Offerings may be offered for sale in a
Syndicated Community Offering, which is an offering on a best efforts
basis by a selling group of broker-dealers.
6. Q. Who is entitled to buy Service Bancorp, Inc. common stock?
A. The shares are being offered pursuant to the Plan of Conversion on a
priority basis to: (i) persons who had one or more deposit accounts with
us with the aggregate balances of at least $50 on March 31, 1997; (ii)
persons who had one or more deposit accounts with us with the aggregate
balances of at least $50 on June 30, 1998; (iii) Service Bancorp's
Employee Stock Ownership Plan (the "ESOP"); and (iv) Summit Bank's and
Service Bancorp's employees, officers, directors and trustees.
7. Q. How many shares of stock are being offered?
A. Service Bancorp, Inc. is offering 900,000 shares of common stock at a
price of $10.00 per share. The number of shares may be reduced to as low
as 765,000 or increased to as much as 1,035,000 in response to the
independent appraiser's final
determination of the consolidated pro forma market value of Summit Bank
and Summit Bancorp, Inc. at closing. Under certain circumstances, to
reflect changes in market and financial conditions after the beginning of
the Offering, the number of shares may be increased to up to 1,190,250
shares.
8. Q. How was it determined that between 765,000 shares and 1,035,000 shares of
stock would be issued at $10.00 per share?
A. The price range was determined through an appraisal of Summit Bank by RP
Financial, LC, an independent appraisal firm specializing in the thrift
industry.
9. Q. How much stock do the directors and executive officers of Summit Bank
intend to purchase through the Subscription Offering?
A. Directors, Trustees and executive officers and their associates intend to
purchase $739,500 (8.2% at the 900,000 share midpoint of the offering) of
the stock to be offered in the Conversion and Reorganization. The purchase
price paid by these individuals will be the same as that paid by customers
and the general public.
10. Q. Will there be any dividends paid on the stock?
A. The Board of Directors of the stock company currently does not intend to
pay cash dividends on its common stock.
BECOMING A STOCKHOLDER
11. Q. How do I subscribe for shares of stock?
A. Eligible customers wishing to subscribe for Service Bancorp, Inc. common
stock must complete a Stock Order Form and return it to the Bank along
with full payment or appropriate instructions authorizing a withdrawal
from a deposit account at Summit Bank on or prior to the close of the
Subscription Offering which is 12:00 noon, Massachusetts time on
September __, 1998. If shares remain available for sale after the
expiration of the Subscription Offering, they will be offered in the
Community Offering, which will begin as soon as practicable after the
end of the Subscription Offering. Members of the public who wish to
order stock directly from the Bank in the Community Offering should
return their Stock Order Form and accompanying payment to Summit Bank as
soon as possible after the Community Offering begins because it may
terminate at any time after it begins. Members of the general public
should contact the Stock Information Center at (508)_________ for
additional information.
12. Q. How can I pay for the shares?
A. First, you may pay for your stock by cash, check, bank draft, negotiable
order of withdrawal or money order. These funds will earn interest at
the Bank's passbook
rate from the day we receive them until the completion or termination of
the offering. Stock orders accompanied by cash must be delivered in
person to the Bank's office.
Second, you may authorize us to withdraw funds from your Summit Bank
savings account or certificate of deposit without early withdrawal
penalty. These funds will continue to earn interest at the rate in
effect for your account until completion of the offering at which time
your funds will be withdrawn for your purchase. Funds remaining in this
account (if any) will continue to earn interest at the contractual rate
unless the withdrawal reduces the account balance below the applicable
minimum in which case you will receive interest at the passbook rate. A
hold will be placed on your account for the purchase amount you specify
on the stock order form. You will not have access to these funds from
the day we receive your order until the completion or termination of the
offering.
13. Q. How much stock can I buy during the offering period?
A. The minimum number of shares that may be purchased is 25 shares. No
Stock Order Form will be accepted for less than $250. No person or group
of persons acting in concert may purchase more than $100,000 worth of
Common Stock
14. Q. When must I place my order for shares of stock?
A. To exercise subscription rights in the Subscription Offering, a Stock
Order Form must be received with full payment for all shares subscribed
for not later than 12:00 noon, Massachusetts time on September __, 1998.
15. Q. Will I receive interest on funds I submit for stock purchases?
A. Yes. Summit Bank will pay its current passbook rate from the date funds
are received (with a completed Stock Order Form) during the Subscription
Offering until completion or termination of the Conversion and
Reorganization.
16. Q. Can I purchase stock using funds in an IRA account?
A. Yes. To use such funds to subscribe for stock, you need to establish a
self-directed IRA with an outside trustee. When properly executed, there
will be no early withdrawal or tax consequences associated with this
transaction. Contact the Stock Information Center for further
information at (508) _________. It takes several days to process the
necessary IRA forms and therefore it is necessary that your response be
received by ________, 1998 to accommodate your interest.
17. Q. Must I pay a commission on the stock for which I subscribe?
A. You will not pay a commission on stock purchased in the Subscription
Offering. Conversion and Reorganization expenses, including commissions,
will be deducted
from the proceeds of the offering upon completion of the Conversion and
Reorganization.
18. Q. Will the FDIC (Federal Deposit Insurance Corporation) insure the shares
of stock?
A. No. The shares are not and may not be insured by the FDIC. However, the
FDIC will continue to insure savings accounts and certificates of
deposit at Summit Bank up to the applicable limits allowed by law.
19. Q. If I buy stock in the Offering, how would I go about buying additional
shares or selling shares in the aftermarket?
A. Service Bancorp, Inc. has received conditional approval to have the
Common Stock quoted on the Nasdaq Smallcap Market under the symbol
"____." Therefore, once the stock has commenced trading, interested
investors may contact any broker to buy or sell shares.
20. Q. Are the subscription rights transferable to another party?
A. No. Pursuant to state regulations, subscription rights granted in the
Subscription Offering may be exercised only by the person(s) to whom
they are granted. Any person found to be transferring subscription
rights will be subject to forfeiture of such rights.
21. Q. May I obtain a loan from Summit Bank using stock as collateral to pay for
my shares?
A. No. State regulations do not allow Summit Bank to make loans for this
purpose, but other financial institutions could make a loan for this
purpose.
22. Q. I closed my account several months ago. Someone told me that I am still
eligible to buy stock. Is that true?
A. If you were an account holder on March 31, 1997, or June 30, 1998, you
are entitled to subscribe for stock without regard to whether you
continue to hold your Summit Bank account.
23. Q. If I have misplaced my Stock Order Form what should I do?
A. Summit Bank will mail you another order form or you may obtain one from
any of our offices. If you need assistance in obtaining or completing a
Stock Order Form, a Summit Bank employee will be happy to help you.
24. Q. How can I get further information concerning the stock offering?
A. You may call the Stock Information Center, at (508)________ for further
information or for a copy of any of the offering information.
THE STOCK IS NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY.
IV. Officer and Director Brochure
A. Explanation
An Officer and Director Brochure merely highlights in brochure form the
purchase commitments shown in the Prospectus.
B. Quantity
An Officer and Director brochure is proposed to be sent out in the
initial mailing to all eligible depositors of the Bank along with the
Prospectus. Alternatively, the information contained in this brochure
may be combined with the Question and Answer brochure.
DIRECTOR AND EXECUTIVE OFFICER
INTENDED PURCHASES
Number of Percent
Name Aggregate Purchase Price Shares at Midpoint
---- ------------------------ ------ -----------
Eugene G. Stone
Warren W. Chase, Jr.
Michael A. Dalrymple
Pamela J. Mozynski
John J. Morgan
Daniel g. Trambley
James W. Murphy
Kelly A. Adler
Harold W. Bemis
William L. Casey
Paul J. DeSimone
John G. Dugan
Richard Giusti
John Hasenjaeger
Robert J. Heavey
Thomas R. Howie
Kenneth C. A. Isaacs
Paul V. Kenney
Eugene R. Liscombe
Eugene A. Matson
Lawrence E. Novick
All directors and
executive officers of
the Bank as a
group (21) persons)
V. IRA Mailing (Optional)
A. Explanation
A special IRA mailing is proposed to be sent to all IRA customers of
the Bank in order to alert the customers that funds held in an IRA can
be used to purchase stock. Since this transaction is not as simple as
designating funds from a certificate of deposit like a normal stock
purchase, this letter informs the customer that this process is
slightly more detailed and involves a personal visit to the Bank.
B. Quantity
One IRA letter is proposed to be mailed to each IRA customer of the
Bank. These letters would be mailed following regulatory approval of
the Conversion and Reorganization and after each customer or
stockholder has received the initial mailing containing a Prospectus.
C. Example - See following page.
Summit Bank Letterhead
________, 1998
Dear Individual Retirement Account Participant:
As you know, Summit Bank (the "Bank") is in the process of offering
stock in connection with the Bank's reorganization into a "two-tier" mutual
holding company structure. Through the Conversion and Reorganization, certain
current and former customers have a priority right to purchase shares of common
stock of Summit Bancorp, Inc. (the "Company") in a Subscription Offering. The
Company currently is offering up to 1,035,000 shares, subject to adjustment, of
the Company at a price of $10.00 per share.
As the holder of an individual retirement account ("IRA") at the Bank,
you have an opportunity to become a stockholder in the Company using some or all
of the funds being held in your IRA. If you desire to purchase shares of common
stock of the Company through your IRA, the Bank can assist you in self-directing
those funds. This process can be done without an early withdrawal penalty and
generally without a negative tax consequence to your retirement account.
If you are interested in receiving more information on self-directing
your IRA, please contact our Stock Information Center at (508) ____________.
Because it may take several days to process the necessary IRA forms, a response
is requested (but not required) by _______, 1998 to accommodate your interest.
Sincerely,
Eugene G. Stone
President and Chief Executive Officer
This letter is neither an offer to sell nor a solicitation of an offer to buy
Summit Bancorp, Inc. Common Stock. The offer is made only by the Prospectus,
which was recently mailed to you. The shares of Summit Bancorp, Inc. Common
Stock are not deposits and will not be insured by the Federal Deposit Insurance
Corporation or any other governmental agency.
VI. Counter Cards and Lobby Posters
A. Explanation
Counter cards and lobby posters serve two purposes: (1) As a notice to
the Bank's customers and members of the local community that the stock
sale is underway and (2) to remind customers and members of the local
community of the end of the Subscription and Community Offerings.
B. Quantity
Approximately 2 - 3 Counter cards may be used in each branch location.
Approximately 1 - 2 Lobby posters may be used at each branch office.
C. Example
C. POSTER
OR
COUNTER CARD
Service Bancorp, Inc.
Holding Company for
Summit Bank
"STOCK OFFERING MATERIALS
AVAILABLE HERE"
Subscription Offering Ends
_______, 1998
VII. Invitations
A. Explanation
In order to educate customers and the public about the stock offering,
the Bank may hold several Community Meetings in various locations. In
an effort to target a group of interested investors Trident will
request that each Director and Officer of the Bank submit a list of
prospective investors that he/she would like to invite to a Community
Meeting.
Prospectuses are given to each prospect at the Community meeting.
B. Quantity and Method of Distribution
An invitation is mailed to each prospect.
The Trustees, Officers & Employees
of
Service Bank
cordially invite you
to attend a brief presentation
regarding the stock offering of
Summit Bancorp, Inc.
Please join us at
Place
Address
on
Date
at Time
for hors d'oeuvres
R.S.V.P.
(508) _________________