EXHIBIT 99.2
RFS BANCORP, INC.
HOLDING COMPANY FOR
REVERE FEDERAL SAVINGS
REVERE , MASSACHUSETTS
PROPOSED MARKETING MATERIALS
Marketing Materials for
RFS Bancorp, Inc.
Revere , 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 OTS 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:
James J. McCarthy
President and Chief Executive Officer
Revere Federal Savings
(781) 284-7777
REVERE FEDERAL SAVINGS
REORGANIZATION FROM MUTUAL HOLDING COMPANY TO STOCK
HOLDING COMPANY APPROVED RECEIVES REGULATORY APPROVAL
James J. McCarthy, President and Chief Executive Officer of Revere Federal
Savings (the "Bank"), Revere, Massachusetts, announced today that Revere Federal
Savings and its holding company, Revere, MHC, have received approval from the
Office of Thrift Supervision to reorganize into a "two-tier" mutual holding
company. As part of the reorganization, Revere Federal Savings will convert to
stock savings bank and become a wholly-owned subsidiary of, RFS Bancorp, Inc., a
federal corporation.
Pursuant to the stock issuance plan, RFS Bancorp, Inc. is offering up to
590,496 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 at least $50 of the Bank on
December 31, 1996, depositors of at least $50 of the Bank on September 30, 1998,
Revere Federal Savings' Employee Stock Ownership Plan and depositors and
borrowers of the bank on October 31, 1998. If any shares remain, stock will then
be offered to non- customers who reside in Revere, 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 November 20, 1998.
According to Mr. McCarthy, "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 (781) 284-7777, or
visit the Bank's main office at 310 Broadway in Revere .
THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE STOCK
OF RFS 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:
James J. McCarthy
President and Chief Executive Officer
Revere Federal Savings
(781) 284-7777
RFS BANCORP, INC. COMPLETES REORGANIZATION AND STOCK SALE
Revere , Massachusetts - (_______, 1998) James J. McCarthy, President and
Chief Executive Officer of Revere Federal Savings (the "Bank"), announced today
that RFS Bancorp, Inc. (the "Company"),the holding company for the Bank,
completed 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. McCarthy 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 OTC Bulletin
Board under the symbol "RFSB" 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 or the Office of Thrift Supervision, nor has the FDIC
or OTS 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
REVERE FEDERAL SAVINGS
Revere, Massachusetts will
reorganize into a two-tier mutual holding company and
become a wholly-owned subsidiary of
RFS BANCORP, INC.
COMMON STOCK
---------------
PRICE $10.00 PER SHARE
---------------
TRIDENT SECURITIES, INC.
For a copy of the prospectus call (781) ________.
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:
REVERE FEDERAL SAVINGS'S ELIGIBLE DEPOSITORS
_____________, IS THE DEADLINE TO
ORDER STOCK OF RFS BANCORP, INC.
Eligible depositors of Revere Federal Savings
have the opportunity to invest in
Revere Federal Savings by subscribing
for common stock in its holding company,
RFS BANCORP, INC.
A Prospectus relating to these securities is
available at our office or by calling our
Stock Information Center at (781) _____________.
This announcement is not an offer to sell or a solicitation of an
offer to buy the stock of RFS 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.
Revere Federal Savings
Revere , 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 Revere Federal Savings office or by calling the Revere Federal
Savings Stock Information Center at (781)________. 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 Revere Federal Savings 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 Revere Federal Savings?
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 Revere Federal Savings,
consistent with the board's objective for Revere Federal Savings 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 Revere , 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 RFS 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 December 31,
1996; (ii) Service Bancorp's Employee Stock Ownership Plan (the
"ESOP"); (iii) persons who had one or more deposit accounts with us
with the aggregate balances of at least $50 on June 30, 1998; and (iv)
depositors and borrowers of the bank on , 1998.
7. Q. How many shares of stock are being offered?
A. RFS Bancorp, Inc. is offering 446,500 shares of common stock at a
price of $10.00 per share. The number of shares may be reduced to as
low as 379,525 or increased to as much as 513,475 in response to the
independent appraiser's final determination
of the consolidated pro forma market value of Revere Federal Savings
and RFS 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
590,496 shares.
8. Q. How was it determined that between 379,525 shares and 513,475 shares
of stock would be issued at $10.00 per share?
A. The price range was determined through an appraisal of Revere Federal
Savings by RP Financial, an independent appraisal firm specializing in
the thrift industry.
9. Q. How much stock do the directors and executive officers of Revere
Federal Savings intend to purchase through the Subscription Offering?
A. Directors, Trustees and executive officers and their associates intend
to purchase $ (8.2% of 446,500 shares at the 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 RFS 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 Revere Federal Savings on or prior to the
close of the Subscription Offering which is 12:00 noon, Massachusetts
time on December __, 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 Revere
Federal Savings 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
(781)_________ 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 Revere
Federal Savings 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 $150,000
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
December __, 1998.
15. Q. Will I receive interest on funds I submit for stock purchases?
A. Yes. Revere Federal Savings 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 December ___, 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 Revere Federal Savings 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. RFS Bancorp, Inc. has received conditional approval to have the Common
Stock quoted on the OTC Bulletin Board under the symbol "RFSB"
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 Revere Federal Savings using stock as
collateral to pay for my shares?
A. No. State regulations do not allow Revere Federal Savings 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 with at least $50 on deposit at Revere
Federal on December 31, 1996 or September 30, 1998, or you were either
a borrower or depositor at Revere Federal on October 31, 1998, you are
entitled to subscribe for stock without regard to whether you continue
to hold your Revere Federal Savings account.
23. Q. If I have misplaced my Stock Order Form what should I do?
A. Revere Federal Savings 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 Revere Federal Savings
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 (781)________ 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
- ---- ------------------------ ------ -----------
Arno P. Bommer
Ernest P. Becker
Theodore E. Charles
Anthony R. Conte
Carmen R. Mattuchio
James J. McCarthy
Michael O'Brien
Angelo A. Todisco
John D. Verrengia
Other Executive
officers of
the Bank as a
group (2 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.
Revere Federal Savings Letterhead
________, 1998
Dear Individual Retirement Account Participant:
As you know, Revere Federal Savings (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 right to purchase shares of common
stock of RFS Bancorp, Inc. (the "Company") in a Subscription Offering. The
Company currently is offering up to 513,475 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 (781) ____________. Because
it may take several days to process the necessary IRA forms, a response is
requested by _______, 1998 to accommodate your interest.
Sincerely,
James J. McCarthy
President and Chief Executive Officer
This letter is neither an offer to sell nor a solicitation of an offer to buy
RFS Bancorp, Inc. Common Stock. The offer is made only by the Prospectus, which
was recently mailed to you. THE SHARES OF RFS 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
RFS Bancorp, Inc.
Holding Company for
Revere Federal Savings
"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
Revere Federal Savings
cordially invite you
to attend a brief presentation
regarding the stock offering of
RFS Bancorp, Inc.
Please join us at
Place
Address
on
Date
at Time
for hors d'oeuvres
R.S.V.P. by December 1, 1998
(781)_________________
VII. Letters Enclosed in Initial Mailing
A. Explanation
Cover letters to accompany offering materials.
B. Method of Distribution
Enclosed with the initial mailing.
C. Examples
(Trident Letterhead)
___________, 1998
To Members and Friends of Revere Federal Savings :
Trident Securities, Inc., a member of the National Association of
Securities Dealers, Inc., is assisting Revere Federal Savings ("Revere Federal")
in its Conversion from a mutual savings bank to a mutual holding company from of
organization whereby Revere Federal Savings will reorganize as a wholly-owned
subsidiary of RFS Bancorp, Inc. (the "Company"). RFS Bancorp, Inc. will become
the majority-owned subsidiary of Revere, MHC, a federal mutual holding company.
At the request of Revere Federal, we are enclosing materials explaining the
Reorganization process and your right to subscribe for shares of RFS Bancorp,
Inc. common stock Please read the enclosed offering materials carefully before
subscribing for stock.
If you have any questions, please call the Stock Information Center at
(781)________.
Sincerely,
TRIDENT SECURITIES, INC.
Enclosures
The shares offered in the Reorganization are not savings accounts or
deposits and will not be insured by the Federal Deposit Insurance
Corporation or any other government agency.
This is not an offer to sell or a solicitation of an offer to buy Revere
Federal Savings common stock. The offer is made only by the Prospectus.
There shall be no offer or sale of common shares in any state in which any
offer, solicitation of an offer or sale of stock would be unlawful.
Example 1***Sent to Customers with Subscription Rights and Voting Rights***
(Revere Federal Savings Letterhead)
__________________, 1998
Dear Valued Customer:
Revere Federal Savings ("Revere Federal") is pleased to announce that it
has received regulatory approval of its plan to reorganize from the mutual form
of organization to the stock form of organization, whereby Revere Federal
Savings will become a wholly-owned subsidiary of RFS Bancorp, Inc (the
"Company"). RFS Bancorp, Inc. will become the majority-owned subsidiary of
Revere, MHC, a federal mutual holding company. This reorganization is the most
significant event in the history of Revere Federal Savings in that it allows
customers, community members, directors and employees an opportunity to
subscribe for stock in Revere Federal.
For over 97 years, Revere Federal Savings has successfully operated as a
mutual savings institution. We want to assure you that the reorganization will
not affect the terms, balances, interest rates or existing FDIC insurance
coverage for deposits at Revere Federal, or the terms or conditions of any loans
to existing borrowers under their individual contract arrangements with Revere
Federal. Let us also assure you that the reorganization will not result in any
changes in the management, personnel or the Board of Directors of Revere
Federal.
As one of our valued members, you have the opportunity to invest in Revere
Federal's future by purchasing stock in Revere Federal Savings during the
Subscription Offering, without paying a sales commission.
If you decide to exercise your subscription rights to purchase shares, you
must properly complete and return the endorsed stock order form together with
full payment for the subscribed shares so that it is received by Revere Federal
Savings not later than 12:00 p.m. Massachussetts Time on __________, 1998.
Also, enclosed is a proxy card. Your Board of Directors solicits your vote
"FOR" Revere Federal's Plan of Reorganization. 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.
We have also enclosed a Prospectus and a Proxy Statement which fully
describe Revere Federal, its management, board and financial strength and the
Plan of Reorganization. Please review it carefully before you vote or invest.
For your convenience we have established a Stock Information Center. If you have
any questions, please call the Stock Information Center collect at (781) .
We look forward to continuing to provide quality financial services to
you in the future.
Sincerely,
James J. McCarthy
President and Chief Executive Officer
The shares offered in the Reorganization are not savings accounts or
deposits and will not be insured by the Federal Deposit Insurance
Corporation or any other government agency.
This is not an offer to sell or a solicitation of an offer to buy Revere
Federal Savings common stock. The offer is made only by the Prospectus.
There shall be no offer or sale of common Shares in any state in which any
offer, solicitation of an offer or sale of stock would be unlawful.
Example 2***Sent to Former Account Holders wiith Subscription Rights, but no
Voting Rights***
(Revere Federal Savings Letterhead)
___________________, 1998
Dear Friend:
Revere Federal Savings ("Revere Federal") is pleased to announce that it
has received regulatory approval of its plan to reorganize from the mutual form
of organization to the stock form of organization, whereby Revere Federal
Savings will become a wholly-owned subsidiary of RFS Bancorp, Inc., (the
"Company"). RFS Bancorp, Inc. will become the majority-owned subsidiary of
Revere, MHC, a federal mutual holding company. This reorganization is the most
significant event in the history of Revere Federal Savings in that it allows
customers, community members, directors and employees an opportunity to
subscribe for stock in Revere Federal.
For over 97 years, Revere Federal Savings has successfully operated as a
mutual savings institution. We want to assure you that the reorganization will
not affect the terms, balances, interest rates or existing FDIC insurance
coverage on Revere Federal Savings deposits, or the terms or conditions of any
loans to existing borrowers under their individual contract arrangements with
Revere Federal. Let us also assure you that the reorganization will not result
in any changes in the management, personnel or the Board of Directors of Revere
Federal.
Our records indicate that you were a depositor of Revere Federal Savings on
December 31, 1996 or September 30, 1998, but that you were not a member on
__________, 1998. Therefore, under applicable law, you are entitled to subscribe
for Common Stock in Revere Federal's Subscription Offering. Orders submitted by
you and others in the Subscription Offering are contingent upon the current
members' approval of the Plan of Reorganization at a special meeting of members
to be held on __________, 1998 and upon receipt of all required regulatory
approvals.
If you decide to exercise your subscription rights to purchase shares, you
must return the properly completed original stock order form together with full
payment for the subscribed shares so that it is received by Revere Federal
Savings not later than 12:00 p.m. Massachussetts Time on __________, 1998.
Enclosed is a Prospectus which fully describes Revere Federal, its
management, board and financial strength. Please review it carefully before you
invest. For your convenience we have established a Stock Information Center. If
you have any questions, please call the Stock Information Center collect at
(781) _________.
We look forward to continuing to provide quality financial services to you
in the future.
Sincerely,
James J. McCarthy
President and Chief Executive Officer
The shares offered in the Reorganization are not savings accounts or
deposits and will not be insured by the Federal Deposit Insurance
Corporation or any other government agency.
This is not an offer to sell or a solicitation of an offer to buy Revere
Federal Savings common stock. The offer is made only by the Prospectus.
There shall be no offer or sale of common shares in any state in which any
offer, solicitation of an offer or sale of stock would be unlawful.
Example 3***Sent to Customers in states that are not Blue-Skyed***
(Revere Federal Savings Letterhead)
____________________, 1998
Dear Member:
As a qualified member of Revere Federal Savings ("Revere Federal"), you
have the right to vote upon Revere Federal's proposed Plan of Reorganization and
would generally have the right to subscribe for shares of Revere Federal Savings
common. However, the Proposed Plan of Reorganization provides that Revere
Federal Savings will not offer stock in any state in which compliance with the
securities laws would be impracticable for reasons of cost or otherwise.
Unfortunately, the securities laws of your state would require Revere Federal
Savings to register its common stock and/or its employees in order to sell its
common stock to you. Such registration would be prohibitively expensive or
otherwise impracticable in light of the few members residing in your state.
You may vote on the proposed Plan of Reorganization and we urge you to read
the enclosed Proxy Statement and execute the enclosed Proxy. Questions regarding
the execution of the Proxy should be directed to Revere Federal's Stock
Information Center at (609) _________.
Sincerely,
James J. McCarthy
President and Chief Executive Officer
VIII. Marketing Letters
A. Explanation
Letters sent out after initial mailing to prospects, meeting attendees
and other targets designated by Revere Federal Savings and Trident.
B. Method of Distribution
Mailed during offering period as needed.
C. Examples
Example 1***(Introductory Letter) (non-eligible prospects)
(Revere Federal Savings Letterhead)
_______, 1998
Name
Address
City, State, Zip
Dear Name:
You have probably read recently in the newspaper that Revere Federal
Savings ("Revere Federal") will soon be converting from the mutual form of
organization to the stock form of organization, whereby Revere Federal Savings
will reorganize as a wholly-owned subsidiary of Revere., MHC (the "Company").
This Reorganization is the biggest step in the history of Revere Federal Savings
in that it allows customers, community members, employees, officers and
directors the opportunity to subscribe for common stock in Revere Federal.
I have enclosed an Prospectus and a Stock Order Form that will allow you to
subscribe for shares and possibly become a charter stockholder of Revere Federal
Savings should you so desire. In addition, we will be holding several
presentations for friends of Revere Federal Savings in order to review the
Reorganization and the merits of becoming a charter stockholder of Revere
Federal. You will receive an invitation shortly.
I hope that if you have any questions you will feel free to call me or
someone in Revere Federal's Stock Information Center at (609) ___-____. I look
forward to seeing you at our presentation.
Sincerely,
James J. McCarthy
President and Chief Executive Officer
The shares offered in the Reorganization are not savings accounts or
deposits and will not be insured by the Federal Deposit Insurance
Corporation or any other government agency.
This is not an offer to sell or a solicitation of an offer
to buy Revere Federal Savings common stock. The offer is
made only by the Prospectus. There shall be no offer or sale
of common shares in any state in which any offer,
solicitation of an offer or sale of stock would be unlawful.
Example 2A***(Thank You Letter)
(Revere Federal Savings Letterhead)
___________, 1998
Name
Address
City, State, Zip
Dear Name:
On behalf of the Board of Directors and management of Revere Federal
Savings , I would like to thank you for attending our recent presentation
regarding the Revere Federal's reorganization and stock offering. We are
enthusiastic and look forward to completing the Subscription and Community
Offerings on or about _______, 1998.
I hope that you will join me in being a charter stockholder, and once again
thank you for your interest.
Sincerely,
James J. McCarthy
President and Chief Executive Officer
The shares offered in the Reorganization are not savings accounts or
deposits and will not be insured by the Federal Deposit Insurance
Corporation or any other government agency.
This is not an offer to sell or a solicitation of an offer to buy Revere
Federal Savings common stock. The offer is made only by the Prospectus.
There shall be no offer or sale of common shares in any state in which any
offer, solicitation of an offer or sale of stock would be unlawful.
Example 2B***(Sorry You Were Unable to Attend)
(Revere Federal Savings Letterhead)
_______________, 1998
Name
Address
City, State, Zip
Dear Name:
I am sorry you were unable to attend our recent presentation regarding
Revere Federal Savings 's Reorganization from the mutual to the stock form of
organization. The Board of Directors and management are committed to building
long term stockholder value, and as a group we are investing over $1,520,000 of
our own funds in Revere Federal Savings stock. We are enthusiastic about the
stock offering and look forward to completing the Subscription and Community
Offerings on or about _______, 1998.
We have established a Stock Information Center to answer any questions
regarding the stock offering. Should you require any assistance between now and
the deadline of __________, I encourage you either to stop by any office of
Revere Federal Savings or to call our Stock Information Center at (609 )
____________.
I hope you will join me in becoming a charter stockholder of Revere Federal
Savings .
Sincerely,
James J. McCarthy
President and Chief Executive Officer
The shares offered in the Reorganization are not savings accounts or
deposits and will not be insured by the Federal Deposit Insurance
Corporation or any other government agency.
This is not an offer to sell or a solicitation of an offer to buy Revere
Federal Savings common stock. The offer is made only by the Prospectus.
There shall be no offer or sale of common shares in any state in which any
offer, solicitation of an offer or sale of stock would be unlawful.
Example 3***(Final Reminder Letter)
(Revere Federal Savings Letterhead)
___________, 1998
Name
Address
City, State, Zip
Dear Name:
Just a quick note to remind you that the deadline is quickly approaching
for subscribing for stock in Revere Federal Savings . I hope you will join me in
becoming a charter stockholder in Sea Isle City's newest publicly owned
financial institution holding company.
The deadline for subscribing for shares to become a charter stockholder is
_______, 1998. If you have any questions, I hope you will call our Stock
Information Center at (609) ____________.
Once again, I look forward to having you join me as a stockholder of Revere
Federal.
Sincerely,
James J. McCarthy
President and Chief Executive Officer
The shares offered in the Reorganization are not savings accounts or
deposits and will not be insured by the Federal Deposit Insurance
Corporation or any other government agency.
This is not an offer to sell or a solicitation of an offer to buy Revere
Federal Savings common stock. The offer is made only by the Prospectus.
There shall be no offer or sale of common shares in any state in which any
offer, solicitation of an offer or sale of stock would be unlawful.
VIII. Proxy Reminder
A. Explanation
A proxygram is used when the majority of votes needed to adopt the
Plan of Reorganization 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 Reorganization agent.
B. Example enclosed
B. Example
================================================================================
P R O X Y G R A M
(LOGO)
================================================================================
YOUR VOTE ON OUR PLAN OF REORGANIZATION HAS NOT BEEN RECEIVED.
YOUR VOTE IS VERY IMPORTANT, PARTICULARLY SINCE FAILURE TO VOTE IS EQUIVALENT TO
VOTING AGAINST THE PLAN OF REORGANIZATION.
VOTING FOR THE PLAN OF REORGANIZATION WILL NOT AFFECT THE DEPOSIT INSURANCE
COVERAGE OF YOUR ACCOUNTS. ALL ACCOUNTS WILL CONTINUE TO BE INSURED UP TO THE
LEGAL LIMIT BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, AN AGENCY OF THE U.S.
GOVERNMENT.
REMEMBER, VOTING FOR THE PLAN OF REORGANIZATION DOES NOT OBLIGATE YOU TO BUY ANY
SHARES.
PLEASE ACT PROMPTLY! SIGN THE ENCLOSED PROXY CARD AND MAIL OR DELIVER IT TO AN
OFFICE OF REVERE FEDERAL.
WE RECOMMEND THAT YOU VOTE "FOR" THE PLAN OF REORGANIZATION.
THANK YOU!
================================================================================
THE BOARD OF DIRECTORS
REVERE FEDERAL SAVINGS AND LOAN COMPANY
OF REVERE FEDERAL SAVINGS
IX. Stock Purchase Reminder
A. Explanation
A stockgram is used when subscription orders for stock are less than
anticipated, or there is reason to believe that subscription orders
will not reach the minimum of the offering range. The stockgram is
mailed to those "Target Purchase" depositors whose subscription orders
have not been received as of a certain date.
The target purchase depositors are determined by Management, the Board
and Trident.
B. Example enclosed
B. Example
================================================================================
STOCK G R A M
(LOGO)
================================================================================
WE HAVE NOT YET RECEIVED YOUR STOCK ORDER REVERE FEDERAL SAVINGS .
YOUR PARTICIPATION IN THE STOCK OFFERING IS VERY IMPORTANT TO US. IF YOU HAVE
ANY QUESTIONS REGARDING THE INVESTMENT, PLEASE CONTACT SOMEONE AT THE STOCK
REORGANIZATION CENTER AT (609) ___-_____.
PURCHASING REVERE FEDERAL SAVINGS STOCK WILL NOT AFFECT THE DEPOSIT INSURANCE
COVERAGE OF YOUR ACCOUNTS AT REVERE FEDERAL. ALL ACCOUNTS WILL CONTINUE TO BE
INSURED UP TO THE LEGAL LIMIT BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, AN
AGENCY OF THE U.S. GOVERNMENT.
PLEASE ACT PROMPTLY! THE STOCK OFFERING CONCLUDES ON ________________, 1998. YOU
MAY MAIL THE ENCLOSED STOCK ORDER FORM OR DELIVER IT TO AN OFFICE OF REVERE
FEDERAL.
IN ADDITION, IF YOU HAVE NOT ALREADY VOTED WE RECOMMEND THAT YOU VOTE "FOR" THE
PLAN OF REORGANIZATION AND RETURN YOUR PROXY CARD IMMEDIATELY. THANK YOU!
================================================================================
THE BOARD OF DIRECTORS
REVERE FEDERAL SAVINGS AND LOAN COMPANY
OF REVERE FEDERAL SAVINGS
The shares offered in the Reorganization are not savings accounts or
deposits and will not be insured by the Federal Deposit Insurance
Corporation or any other government agency.
This is not an offer to sell or a solicitation of an offer to buy Revere
Federal Savings common stock. The offer is made only by the Prospectus.
There shall be no offer or sale of common shares in any state in which any
offer, solicitation of an offer or sale of stock would be unlawful.
X. Subscription Rights Special Notice
A. Explanation
In an effort to educate depositors of Revere Federal Savings about
their subscription rights and the possible violation or transfer of
subscription rights which could occur, each member and friend will
receive a special one-page notice. The notice should be printed on
plain colored paper and will contain language from the Prospectus that
discusses the transfer of subscription rights.
A. Example enclosed
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. REVERE FEDERAL SAVINGS INTENDS TO PROSECUTE VIGOROUSLY
ANY TRANSFER OF, OR ATTEMPT TO TRANSFER, SUBSCRIPTION RIGHTS THAT COME TO ITS
ATTENTION.
IF YOU ARE CONTACTED BY ANYONE OFFERING TO GIVE YOU MONEY TO BUY STOCK IN
EXCHANGE FOR TRANSFERRING THE STOCK TO THEM LATER, SHARE IN ANY WAY PROCEEDS
UPON THE SALE OF THE STOCK, OR TRANSFER YOUR SUBSCRIPTION RIGHTS IN ANY OTHER
WAY, PLEASE CALL US IMMEDIATELY AT (609) ___-____.