Exhibit 99.4
Marketing Materials
FPB FINANCIAL CORP.
Proposed Holding Company for
Florida Parishes Bank
Hammond, LA
Proposed Marketing Materials
Marketing Materials for
FPB Financial Corp.
Hammond, Louisiana
Table of Contents
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I. Press Releases
A. Explanation
B. Schedule
C. Distribution List
D. Press Release Examples
II. Advertisements
A. Explanation
B. Schedule
C. Advertisement Examples
III. Invitations
A. Explanation
B. Quantity - Method of Distribution
C. Examples
IV. Prospect Letters
A. Explanation
B. Method of Distribution
C. Examples
V. Cover Letters for Initial Mailing
A. Explanation
B. Method of Distribution
C. Examples
VI. Proxygram
A. Explanation
B. Example
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 process.
Only press releases approved by conversion counsel and the OTS, if
necessary, will be forwarded for publication in any manner.
B. Schedule
1. OTS Approval of Conversion
2. Close of Stock Offering
National and Local Distribution List
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National Thrift News Wall Street Journal
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212 West 35th Street World Financial Center
13th Floor 200 Liberty
New York, New York 10001 New York, NY 10004
Richard Chang
American Banker SNL Securities
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One State Street Plaza Post Office Box 2124
New York, New York 10004 Charlottesville, Virginia 22902
Michael Weinstein
Barrons Investors Business Daily
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Dow Jones & Company 12655 Beatrice Street
Barrons Statistical Information Post Office Box 661750
200 Burnett Road Los Angeles, California 90066
Chicopee, Massachusetts 01020
New York Times
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229 West 43rd Street
New York, NY 10036
Business Wire
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212 South Tryon
Suite 1460
Charlotte, North Carolina 28281
* Press releases will be distributed to all the applicable local media.
Press Release FOR IMMEDIATE RELEASE
---------------------
For More Information Contact:
Fritz W. Anderson, II
President and Chief Executive Officer
Florida Parishes Bank
(504) 345-1880
FLORIDA PARISHES BANK
---------------------
CONVERSION FROM MUTUAL FORM OF ORGANIZATION
-------------------------------------------
TO STOCK HOLDING COMPANY APPROVED
---------------------------------
Fritz W. Anderson, II, President and Chief Executive Officer of Florida
Parishes Bank ("Florida Parishes" or the "Bank"), Hammond, Louisiana, announced
today that the Bank has received approval from the Office of Thrift Supervision
in Washington, D.C. to convert from the mutual form of organization to the stock
holding company form of organization. In connection with the conversion, the
Bank has formed a company, FPB Financial Corp. (the "Company"), to serve as the
holding company of the Bank.
Pursuant to a plan of conversion, the Company is offering up to 391,000
shares, subject to adjustment, of its common stock, at a price of $10.00 per
share. Certain depositors and borrowers as of specified record dates, the Bank's
Employee Stock Ownership Plan, and directors, officers and employees of the Bank
will have an opportunity to purchase stock through a subscription offering that
closes on June __, 1999. Any shares not subscribed for in the subscription
offering are expected to be offered to persons who reside in Louisiana or to
whomever else the prospectus is delivered to in a community offering, with first
preference given to natural persons who reside in Tangipahoa Parish, Louisiana.
The subscription offering and any community offering (together, the "Offering")
will be managed by Trident Securities of Raleigh, North Carolina.
Prospectuses describing, among other things, the terms of the Offering were
mailed to certain customers of the Bank on May __, 1999. Certain customers will
also have the opportunity to vote on the conversion of the Bank through a proxy
solicitation that will run concurrently with the stock offering.
As a result of the conversion, the Bank will operate as a subsidiary of the
Company. According to Mr. Anderson, "Our day to day operations will not change
as a result of the conversion, and deposits will continue to be insured by the
FDIC up to the applicable legal limits."
Customers with questions concerning the conversion should call the Stock
Information Center at (504) 345-4082, or visit the Bank's office in Hammond,
Louisiana.
This is neither an offer to sell nor a solicitation of an offer to buy the stock
of FPB Financial Corp. The offer is made only by our 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:
Fritz W. Anderson, II
President and Chief Executive Officer
Florida Parishes Bank
(504) 345-1880
FPB FINANCIAL CORP. COMPLETES STOCK OFFERING
--------------------------------------------
Hammond, Louisiana - (June __, 1999) Fritz W. Anderson, II, President and
Chief Executive Officer of Florida Parishes Bank ("Florida Parishes" or the
"Bank"), announced today that FPB Financial Corp. (the "Company"), the holding
company for the Bank, recently completed its stock offering on June __, 1999 in
connection with the Bank's conversion from the mutual form of organization to
the stock holding company form of organization. A total of _______ shares were
sold at $10.00 per share in connection with the stock offering, subject to final
approval of the independent appraisal by the Office of Thrift Supervision.
On June __, 1999, the Bank's Plan of Conversion will be submitted to the
voting members of the Bank for their approval at a Special Meeting of Members.
Mr. Anderson indicated that the officers and 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 serving the needs of its customers and stockholders as a
community-based stock institution. The offering was managed by Trident
Securities. The stock will commence trading on the Over-the-Counter Electronic
Bulletin Board under the symbol "FPBF" on or about June __, 1999.
II. Advertisements
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 offering
is underway.
The intended use of advertisement "B" is to remind the Bank's customers of
the closing date of the subscription offering.
Trident may feel it is necessary to run more ads in order to remind
customers and community members of the close of the subscription/community
offering.
Alternatively, Trident may, depending upon the response from the customer
base, 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 our prospectus. Neither the
Securities and Exchange Commission, any state securities commission, the Office
of Thrift Supervision nor the Federal Deposit Insurance Corporation has approved
or disapproved of these securities or passed upon the adequacy or accuracy of
the prospectus. Any representation to the contrary is a criminal offense.
New Issue May __, 1999
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391,000 Shares
These shares are being offered pursuant
to a Plan of Conversion whereby
Florida Parishes Bank
Hammond, Louisiana will
convert from the mutual form of organization
to the stock form of organization
and become a wholly owned subsidiary of
FPB Financial Corp.
Common Stock
---------------
Price $10.00 Per Share
---------------
TRIDENT SECURITIES
For a copy of our prospectus, call (504) 345-4082.
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Advertisement (B)
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FLORIDA PARISHES BANK'S CUSTOMERS
AND MEMBERS OF THE GENERAL PUBLIC
JUNE __, 1999 IS THE DEADLINE TO
ORDER STOCK OF FPB FINANCIAL CORP.
Customers of Florida Parishes Bank
have the opportunity to invest in Florida Parishes Bank
by subscribing for common stock in its proposed holding company
FPB FINANCIAL CORP.
A Prospectus relating to these securities is
available at our office or by calling our
Stock Information Center at (504) 345-4082.
This announcement is not an offer to sell or a solicitation of an offer to
buy the stock of FPB Financial Corp. The offer is made only by our 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.
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III. Invitations
A. Explanation
In order to educate the public about the stock offering, Trident suggests
holding several community meetings in various locations. In an effort to
target a group of interested investors, Trident requests that each Director
of the Bank submit a list of friends that he would like to invite to a
community meeting.
Prospectuses are given to each prospect at the community meeting.
B. Quantity and Method of Distribution
Each Director submits a list of their prospects. An invitation is mailed to
each director's prospect.
The Directors, Officers & Employees
of
Florida Parishes Bank
cordially invite you
to attend a brief presentation
regarding the stock offering of
FPB Financial Corp.
Please join us at
Place
Address
on
Date
at Time
for hors d'oeuvres
R.S.V.P.
(504) 345-4082
IV. Prospect Letters
A. Explanation
Once the application for conversion has been approved by the OTS, Trident
will send out a series of three letters to the targeted prospects. These
letters are used to help facilitate the marketing effort to this group. All
prospects will receive a prospectus as soon as they are available.
B. Method of Distribution
Each Director submits his list of prospects. Each prospect is sent the
series of three letters, all during the subscription and community
offering.
C. Examples
1. Introductory letter
2. A. Thank you letter
or
B. Sorry you were unable to attend letter
3. Final reminder letter
Example 1
(Introductory Letter)
(Florida Parishes Bank Letterhead)
May __, 1999
Name
Address
City, State, Zip
Dear Name:
We are converting from mutual to stock form and are offering stock in our
new holding company - FPB Financial Corp.
I have enclosed a prospectus that contains detailed information about our
offering. Also enclosed is a stock order form that should be returned by June
__, 1999 with full payment if you wish to purchase shares.
I hope that if you have any questions you will feel free to call me or the
Bank's Stock Information Center at (504) 345-4082.
Sincerely,
Fritz W. Anderson, II
President and CEO
The shares of common stock offered in the conversion are not deposits or savings
accounts and are not insured by the Federal Deposit Insurance Corporation, the
Savings Association Insurance Fund or any other governmental agency.
Example 2A
(Thank You Letter)
(Florida Parishes Bank Letterhead)
May __, 1999
Name
Address
City, State, Zip
Dear Name:
On behalf of the Board of Directors and management of Florida Parishes
Bank, I would like to thank you for attending our recent presentation regarding
the stock offering by FPB Financial Corp. We are enthusiastic about the stock
offering and look forward to completing the subscription and community offerings
on June __, 1999.
I hope that you will join me in being a charter stockholder, and once again
thank you for your interest.
Sincerely,
Fritz W. Anderson, II
President and Chief Executive Officer
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
Savings Association Insurance Fund or any other governmental agency.
Example 2B
(Sorry You Were Unable to Attend)
(Florida Parishes Bank Letterhead)
May __, 1999
Name
Address
City, State, Zip
Dear Name:
I am sorry you were unable to attend our recent presentation regarding our
conversion from mutual to stock form. We are committed to building long-term
stockholder value, and as a group we are investing $340,000 of our own funds in
FPB Financial Corp. We are enthusiastic about the stock offering and look
forward to completing the subscription and community offerings on June __, 1999.
We have established a Stock Information Center to answer any questions
regarding the stock offering. Should you require any assistance between now and
June __, 1999, I encourage you either to stop by Florida Parishes Bank or to
call our Stock Information Center at (504) 345-4082.
I hope you will join me in becoming a charter stockholder of FPB Financial
Corp.
Sincerely,
Fritz W. Anderson, II
President and Chief Executive Officer
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
Savings Association Insurance Fund or any other governmental agency.
Example 3
(Final Reminder Letter)
(Florida Parishes Bank Letterhead)
June __, 1999
Name
Address
City, State, Zip
Dear Name:
Just a quick note to remind you that the deadline is quickly approaching
for purchasing stock in FPB Financial Corp., our proposed holding company for
Florida Parishes Bank. I hope you will join me in becoming a charter stockholder
in Louisiana's newest publicly owned financial institution holding company.
The deadline for subscribing for shares to become a stockholder is June __,
1999. If you have any questions, I hope you will call our Stock Information
Center at (504) 345-4082.
Once again, I look forward to having you join me as a stockholder of FPB
Financial Corp.
Sincerely,
Fritz W. Anderson, II
President and Chief Executive Officer
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
Savings Association Insurance Fund or any other governmental agency.
V. Cover Letters for Initial Mailing
A. Explanation
These cover letters are used as an introduction for the offering and proxy
materials mailed to potential investors.
B. Method of Distribution
Appropriate Cover Letters will be sent out in the initial mailing.
C. Examples
(Florida Parishes Bank Letterhead)
May __, 1999
Dear Valued Customer:
We are converting from the mutual form of organization to the stock holding
company form of organization. This stock conversion is the most significant
event in our history and gives you an opportunity to own stock in FPB Financial
Corp., the proposed stock holding company for Florida Parishes Bank.
We want to assure you that the conversion will not affect the terms,
balances, interest rates or existing FDIC insurance coverage on deposits at
Florida Parishes, or the terms or conditions of any loans to existing borrowers
under their individual contractual arrangements with Florida Parishes. Let us
also assure you that the conversion will not result in any changes in our
management, personnel or Board of Directors.
Enclosed is a proxy statement and a proxy card. We urge you to vote "FOR"
our Plan of Conversion. A vote in favor of the Plan does not obligate you to
purchase stock. Please sign and return your proxy card promptly; your vote is
important to us.
As one of our valued members, you can invest in our future by purchasing
stock in FPB Financial Corp. during the subscription offering, without paying a
sales commission. A prospectus and a stock order form are enclosed. Please
review the enclosed materials carefully before you vote or invest.
The beginning of the prospectus contains answers to frequently asked
questions. If you have any other questions, please call the Stock Information
Center collect at (504) 345- 4082.
Sincerely,
Fritz W. Anderson, II
President
Enclosures
THE STOCK IS NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY.
(Florida Parishes Bank Letterhead)
May __, 1999
Dear Friend:
We are converting from the mutual form of organization to the stock
holding company form of organization. This stock conversion is the most
significant event in our history and gives you an opportunity to own stock in
FPB Financial Corp., the proposed stock holding company for Florida Parishes
Bank.
Enclosed is a prospectus which fully describes Florida Parishes. Please
review it carefully before you invest. Also enclosed is a stock order form if
you wish to purchase shares. Because you closed your account before April 30,
1999, you are not able to vote on the Plan of Conversion.
The beginning of the prospectus contains answers to frequently asked
questions. If you have any other questions, please call the Stock Information
Center collect at (504) 345-4082.
Sincerely,
Fritz W. Anderson, II
President
Enclosures
THE STOCK IS NOT INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY.
(Florida Parishes Bank Letterhead)
May __, 1999
Dear Voting Member:
We are converting from the mutual form of organization to the stock holding
company form of organization. This stock conversion is a significant event for
us.
We want to assure you that the conversion will not affect the terms,
balances, interest rates or existing FDIC insurance coverage on deposits at
Florida Parishes, or the terms or conditions of any loans to existing borrowers
under their individual contractual arrangements with Florida Parishes. Let us
also assure you that the conversion will not result in any changes in our
management, personnel or Board of Directors.
Enclosed is a proxy card. We urge you to vote "FOR" our Plan of Conversion.
Please sign and return your proxy card promptly; your vote is important to us.
We have also enclosed a prospectus for your information and a proxy
statement which fully describes Florida Parishes and the Plan of Conversion.
Please review these documents carefully before you vote. If you have any
questions, please call collect at (504) 345-4082.
Although you may vote on the conversion, FPB Financial Corp. is
unfortunately unable to either offer or sell its common stock to you because of
the securities laws of your state or because you reside in a foreign country.
Accordingly, neither this letter nor the enclosed materials should be considered
an offer to sell or a solicitation of an offer to buy the common stock.
Sincerely,
Fritz W. Anderson, II
President
Enclosures
Florida Parishes Bank Letterhead
May __, 1999
Dear IRA Customer:
We are converting from the mutual form of organization to the stock form
of organization. We formed FPB Financial Corp. (the "Company") to own all of
the stock of the Bank. Through the conversion, you have the opportunity to
purchase shares of common stock of the Company in a subscription offering.
To use the funds in your IRA to purchase stock, the IRA account must be
with an institution where you can self-direct the funds. If you desire to
purchase shares through your IRA, we can help you transfer the account. 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 (504) 345-4082. Because it
may take several days to process the necessary IRA forms, any request to
transfer the account should be made by June __, 1999 to accommodate your
interest.
Sincerely,
Fritz W. Anderson, II
President and Chief Executive Officer
The shares of common stock offered in the conversion are not deposits or savings
accounts and are insured by the Federal Deposit Insurance Corporation, the
Savings Association Insurance Fund or any other governmental agency.
TRIDENT SECURITIES, INC.
4601 SIX FORKS ROAD, SUITE 400
RALEIGH, NORTH CAROLINA 27609
TELEPHONE (919) 781-8900
FACSIMILE (919) 787-1670
May __, 1999
To Members and Certain Former Members of
Florida Parishes Bank
-------------------------------------
At the request of FPB Financial Corp. and Florida Parishes Bank, we have
enclosed a prospectus and a stock order form for your use should you decide to
subscribe for shares of common stock of FPB Financial Corp. being issued in
connection with the conversion of Florida Parishes Bank from the mutual form of
organization to the stock holding company structure. The conversion includes the
formation of FPB Financial Corp. as the new holding company for Florida Parishes
Bank.
If you decide to exercise your subscription rights to purchase shares, you
must return the properly completed stock order form together with full payment
for the subscribed shares (or appropriate instructions authorizing withdrawal in
such amount from your authorized deposit account(s) at Florida Parishes) so that
it is received no later than noon, central time, on June __, 1999.
FPB Financial Corp. has asked us to forward these documents to you in view
of certain requirements of the securities laws in your state. If you have any
questions, you may contact the Stock Information Center at (504) 345-4082.
Very truly yours,
Trident Securities, Inc.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
Subscription Rights
Special Notice
Any transfer of, or attempt to transfer, a subscription right to any other
person is illegal and subject to civil fines and/or penalties and even criminal
fines and/or penalties. Florida Parishes Bank intends to prosecute vigorously
any transfer of, or attempt to transfer, subscription rights that comes to its
attention.
If you are (or have been) contacted by anyone offering to give you money to
buy stock in exchange for transferring the stock to them later or to share in
any way the proceeds upon the sale of the stock, or to transfer your
subscription rights in any other way, please call us immediately at (504)
345-4082.
VI. Proxygram
A. Explanation
A proxygram is used when the majority of votes needed to adopt the Plan of
Conversion is still outstanding. The proxygram is mailed to those "target
vote" depositors who have not previously returned their signed proxy.
The target vote depositors are determined by the conversion agent.
B. Example
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P R O X Y G R A M
FLORIDA PARISHES BANK
YOUR VOTE ON OUR PLAN OF CONVERSION HAS NOT BEEN RECEIVED.
YOUR VOTE IS VERY IMPORTANT, PARTICULARLY SINCE FAILURE TO VOTE IS EQUIVALENT TO
VOTING AGAINST THE PLAN.
VOTING FOR THE CONVERSION WILL NOT AFFECT THE INSURANCE OF YOUR ACCOUNT. IT WILL
CONTINUE TO BE INSURED UP TO $100,000 BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION.
YOU MAY PURCHASE STOCK IF YOU WISH, BUT VOTING DOES NOT OBLIGATE YOU TO BUY
STOCK.
PLEASE ACT PROMPTLY! SIGN THE ENCLOSED PROXY CARD AND MAIL, OR DELIVER, THE
PROXY CARD TO FLORIDA PARISHES BANK TODAY. PLEASE VOTE ALL PROXY CARDS RECEIVED.
WE RECOMMEND THAT YOU VOTE "FOR" THE PLAN OF CONVERSION. THANK YOU.
THE BOARD OF DIRECTORS AND MANAGEMENT OF
FLORIDA PARISHES BANK
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IF YOU RECENTLY MAILED THE PROXY, PLEASE ACCEPT OUR THANKS AND DISREGARD
THIS REQUEST.
FOR FURTHER INFORMATION CALL (504) 345-4082.