COMFED, M. H. C.
660 U.S HIGHWAY ONE
NORTH PALM BEACH, FLORIDA 33408
(561) 881-4800
NOTICE OF SPECIAL MEETING OF MEMBERS
To Be Held on _____ __, 1998
NOTICE IS HEREBY GIVEN that a special meeting ("Special Meeting") of the
members of ComFed, M. H. C. (the "Mutual Holding Company") will be held at the
____________ located at ___________, __________, _________, Florida _____ on
______ __, 1998 at ____ p.m., Eastern Time, to consider and vote upon:
1. The approval of the Plan of Conversion of the Mutual Holding Company
and Agreement and Plan of Reorganization, as amended, between Community Savings
Bankshares, Inc., a newly formed Delaware corporation (the "Company"), the
Mutual Holding Company, Community Savings Bankshares, Inc., a federal
corporation (the "Mid-Tier Holding Company"), and Community Savings, F. A.
("Community Savings" or the "Association"), pursuant to which the Association
organized the Company and, upon consummation of the following transactions, will
become a wholly owned subsidiary of the Company: (1) the Mutual Holding Company,
which currently holds 51.34% of the outstanding shares of common stock of the
Mid-Tier Holding Company, will convert from mutual form to a federal interim
stock savings association and simultaneously merge into the Association, with
the Association being the surviving entity; (2) the Mid-Tier Holding Company,
which currently holds 100% of the common stock of the Association, will convert
to a federal interim stock savings association and simultaneously merge into the
Association, with the Association being the surviving entity; (3) the
Association will then merge with an interim institution to be formed as a wholly
owned subsidiary of the Company, with the Association being the surviving
entity; (4) the outstanding shares of Mid-Tier Holding Company common stock
(other than those held by the Mutual Holding Company, which will be cancelled)
will be converted into shares of the Company's common stock pursuant to a ratio
that will result in the holders of such shares owning in the aggregate
approximately the same percentage of the Company as they currently own of the
Mid-Tier Holding Company (as adjusted for waived dividends), before giving
effect to such shareholders purchasing additional shares in a concurrent stock
offering by the Company or receiving cash in lieu of fractional shares; and (5)
the offer and sale of shares of the Company's common stock; and
2. Such other business as may properly come before the Special Meeting
or any adjournment thereof. Except with respect to procedural matters incident
to the conduct of the meeting, management is not aware of any other such
business.
The Board of Directors has fixed ____ __, 1998 as the voting record date
for the determination of members entitled to notice of and to vote at the
Special Meeting and at any adjournment thereof. Only those members of the Mutual
Holding Company of record as of the close of business on that date will be
entitled to vote at the Special Meeting or at any such adjournment.
By Order of the Board of Directors
Deborah M. Rousseau
Secretary
North Palm Beach, Florida
_____ __, 1998
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THE BOARD OF DIRECTORS RECOMMENDS THAT YOU SIGN, DATE AND MARK THE ENCLOSED
PROXY CARD FOR ADOPTION OF THE PLAN AND RETURN IT PROMPTLY IN THE ENCLOSED
SELF-ADDRESSED STAMPED ENVELOPE. RETURNING A PROXY CARD WILL NOT PREVENT YOU
FROM VOTING IN PERSON IF YOU ATTEND THE SPECIAL MEETING. YOUR VOTE IS IMPORTANT.
NOT VOTING WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE PLAN. VOTING ON THE
PLAN DOES NOT REQUIRE YOU TO PURCHASE STOCK IN THE OFFERINGS.
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COMFED, M. H. C.
PROXY STATEMENT
SPECIAL MEETING OF MEMBERS
TO BE HELD ON _____ _, 1998
INTRODUCTION
This Proxy Statement is being furnished to you in connection with the
solicitation by the Board of Directors of ComFed, M. H. C. (the "Mutual Holding
Company") of proxies to be voted at the Special Meeting of Members of the Mutual
Holding Company (the "Special Meeting") to be held on ____ _, 1998 at
___________________ located at _____________ , ________, Florida _____ at ___
p.m., Eastern Time, and at any adjournments thereof. This Special Meeting is
being held for the purpose of considering and voting upon a Plan of Conversion
of the Mutual Holding Company and Agreement and Plan of Reorganization, as
amended (the "Plan" or the "Plan of Conversion"), between Community Savings
Bankshares, Inc., a newly formed Delaware corporation (the "Company"), the
Mutual Holding Company, Community Savings Bankshares, Inc., a federal
corporation (the "Mid-Tier Holding Company"), and Community Savings, F. A.
("Community Savings" or the "Association"), pursuant to which the Association
organized the Company and, upon consummation of the following transactions, will
become a wholly owned subsidiary of the Company: (1) the Mutual Holding Company,
which currently owns approximately 51.34% of the outstanding common stock of the
Mid-Tier Holding Company (the "Mid-Tier Holding Company Common Stock"), will
convert from mutual form to a federal interim stock savings association and
simultaneously merge into the Association, with the Association being the
surviving entity; (2) the Mid-Tier Holding Company will convert to a federal
interim stock savings association and simultaneously merge into the Association,
with the Association being the surviving entity; (3) the Association will then
merge with an interim institution ("Interim") to be formed as a wholly owned
subsidiary of the Company, with the Association being the surviving entity; (4)
the outstanding shares of Mid-Tier Holding Company Common Stock (other than
those held by the Mutual Holding Company, which will be cancelled) (the " Public
Mid-Tier Holding Company Shares") will be converted into shares of common stock
of the Company (the "Exchange Shares") pursuant to a ratio (the "Exchange
Ratio") that will result in the holders of such shares owning in the aggregate
approximately the same percentage of the Company as they owned of the Mid-Tier
Holding Company (as adjusted for waived dividends), before giving effect to such
shareholders purchasing additional shares in a concurrent stock offering by the
Company or receiving cash in lieu of fractional shares; and (5) the offer and
sale of shares of the Company's common stock (the "Conversion Stock") pursuant
to the Plan. The offer and sale of the Conversion Stock and the reorganization
are referred to herein as the "Conversion."
VOTING IN FAVOR OF THE PLAN OF CONVERSION WILL NOT OBLIGATE ANY PERSON
TO PURCHASE CONVERSION STOCK. A COPY OF THE COMPANY'S PROSPECTUS ACCOMPANIES
THIS PROXY STATEMENT AND IS INCORPORATED HEREIN BY REFERENCE. SEE "INCORPORATION
OF INFORMATION BY REFERENCE," "HOW TO OBTAIN ADDITIONAL INFORMATION" AND
"AVAILABLE INFORMATION."
VOTING RIGHTS AND VOTE REQUIRED FOR APPROVAL
Depositors and certain borrowers of the Association are Members of the
Mutual Holding Company under its current Charter (the "Members"). All of the
Members as of the close of business on ____ _, 1998 (the "Voting Record Date")
who continue to be Members on the date of the Special Meeting or any adjournment
thereof will be entitled to vote on the Plan of Conversion. If there are not
sufficient votes for approval of the Plan at the time of the Special Meeting,
the Special Meeting may be adjourned to permit further solicitation of proxies.
At the Special Meeting, each depositor Member will be entitled to cast
one vote for every $100, or fraction thereof, of the total withdrawal value of
all of his accounts in the Association as of the Voting Record Date up to a
maximum of 1,000 votes. As of the Voting Record Date, the Association had
approximately _____ Members, the holders of which are entitled to cast a total
of approximately ______ votes at the Special Meeting.
Pursuant to Office of Thrift Supervision ("OTS") regulations,
consummation of the Conversion is conditioned upon the approval of the Plan by
the OTS, as well as (1) the approval of the holders of at least a majority of
the total number of votes eligible to be cast at the Special Meeting by the
Members as of the close of business on the Voting Record Date, and (2) the
approval of the holders of at least two-thirds of the shares of the outstanding
Mid-Tier Holding Company Common Stock held by the Mutual Holding Company and the
holders of the Public Mid-Tier Holding Company Shares (the "Public
Shareholders") (collectively, the "Shareholders") as of the Voting Record Date
at a Special Meeting of Shareholders called for the purpose of considering the
Plan (the "Shareholders' Meeting.") In addition, the Mutual Holding Company, the
Mid-Tier Holding Company, the Association and the Company (collectively, the
"Primary Parties") have conditioned the consummation of the Conversion on the
approval of the Plan by the holders of at least a majority of the votes cast, in
person or by proxy, by the Public Shareholders at the Shareholders' Meeting. The
Mutual Holding Company intends to vote its shares of Mid-Tier Holding Company
Common Stock, which amount to 51.34% of the outstanding shares, in favor of the
Plan at the Shareholders' Meeting.
This Proxy Statement and related materials are first being mailed to
Members on or about ______ __, 1998.
THE AFFIRMATIVE VOTE OF A MAJORITY OF THE TOTAL VOTES ELIGIBLE TO BE
CAST AT THE SPECIAL MEETING IS REQUIRED FOR APPROVAL OF THE PLAN OF CONVERSION.
PROXIES
The Board of Directors of the Mutual Holding Company is soliciting the
proxy which accompanies this Proxy Statement for use at the Special Meeting.
Each proxy solicited hereby, if properly executed, duly returned before the
Special Meeting and not revoked prior to or at the Special Meeting, will be
voted at the Special Meeting in accordance with the Member's instructions
indicated thereon. If no contrary instructions are given on the proxy, the
proxy, if signed, will be voted in favor of the Plan of Conversion. If you do
not return a proxy or vote at the meeting, it will have the same effect as a
vote against the Plan of the Conversion. If any other matters properly come
before the Special Meeting, the persons named as proxies will vote upon such
matters according to their discretion. Except with respect to procedural matters
incident to the conduct of the meeting, no additional matters are expected to
come before the Special Meeting.
Any Member giving a proxy may revoke it at any time before it is voted
by delivering to the Secretary of the Mutual Holding Company either a written
revocation of the proxy or a duly executed proxy bearing a later date, or by
voting in person at the Special Meeting. Proxies are being solicited only for
use at the Special Meeting and any and all adjournments thereof and will not be
used for any other meeting.
Proxies may be solicited by officers, directors and employees of the
Mutual Holding Company personally, by telephone or further correspondence
without additional compensation.
Deposits held in a trust or other fiduciary capacity may be voted by the
trustee or other fiduciary to whom voting rights are delegated under the trust
instrument or other governing document or applicable law. In the case of
individual retirement accounts and Keogh trusts established at the Association,
the beneficiary may direct the trustee's vote on the Plan of Conversion by
returning a completed proxy card to the Mutual Holding Company. FOR RETIREMENT
ACCOUNTS AND KEOGH TRUSTS, IF NO PROXY CARD IS RETURNED, THE TRUSTEE WILL VOTE
IN FAVOR OF APPROVAL OF THE PLAN OF CONVERSION ON BEHALF OF SUCH BENEFICIARY.
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THE BOARD OF DIRECTORS URGES YOU TO MARK, SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE,
EVEN IF YOU DO NOT INTEND TO PURCHASE COMMON STOCK. THIS WILL ENSURE THAT YOUR
VOTE WILL BE COUNTED.
INCORPORATION OF INFORMATION BY REFERENCE
The Company's Prospectus dated ____ _, 1998 is incorporated herein by
reference. The Prospectus sets forth a description of the Plan of Conversion and
the related offering of common stock by the Company under the caption "The
Conversion." Such caption also describes the effects of the Conversion on the
shareholders of the Mid-Tier Holding Company and the members of the Mutual
Holding Company, including the tax consequences of the Conversion and the
establishment of a liquidation account for the benefit of certain depositors of
the Association. Upon consummation of the Conversion, the charter of the
Association will be amended to delete current Section 8, which establishes a
priority for deposit account holders as creditors in certain situations. A new
Section 8 will be added to the charter to provide for a liquidation account.
These amendments are being voted upon by the Mid-Tier Holding Company's
shareholders to comply with applicable regulations of the OTS.
Information regarding the Company, the Association, the Mid-Tier Holding
Company and the Mutual Holding Company are set forth in the Prospectus under the
captions "Summary - Community Savings Bankshares, Inc.," "- Community Savings,
F. A," " - The Mid-Tier Holding Company" and " - ComFed, M. H. C." The
Prospectus also describes the business and financial condition of the Mid-Tier
Holding Company and the Association under the captions "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and the historical financial statements of the Mid-Tier Holding
Company are included in the Prospectus. See also "Selected Financial Data" in
the Prospectus. Information regarding the use of proceeds of the offerings
conducted in connection with the Conversion, the historical capitalization of
the Mid-Tier Holding Company and the pro forma capitalization of the Company and
other pro forma data are set forth in the Prospectus under the captions "Use of
Proceeds," "Capitalization" and "Pro Forma Data," respectively.
The Prospectus sets forth certain information as to the Mid-Tier Holding
Company Common Stock beneficially owned by (i) the directors and executive
officers of the Mid-Tier Holding Company, and (ii) all directors and executive
officers of the Mid-Tier Holding Company as a group. The executive officers and
directors of the Mid-Tier Holding Company and the Association are identical. See
"Management - Beneficial Ownership of Mid -Tier Holding Company Common Stock" in
the Prospectus.
The Prospectus also provides information regarding the names, ages,
business experience and compensation of the Mid-Tier Holding Company's and
Association's directors and executive officers, as well as the benefit plans.
See "Management" in the Prospectus.
REVIEW OF OTS ACTION
Any person aggrieved by a final action of the OTS which approves, with
or without conditions, or disapproves a plan of conversion may obtain review of
such action by filing in the court of appeals of the United States for the
circuit in which the principal office or residence of such person is located, or
in the United States Court of Appeals for the District of Columbia, a written
petition praying that the final action of the OTS be modified, terminated or set
aside. Such petition must be filed within 30 days after the publication of
notice of such final action in the FEDERAL REGISTER, or 30 days after the
mailing by the applicant of the notice to members as provided for in 12 C.F.R.
ss.563b.6(c), whichever is later. The further procedure for review is as
follows: A copy of the petition is forthwith transmitted to the OTS by the clerk
of the court and thereupon the OTS files in the court the record in proceeding,
as provided in Section 2112 of Title 28 of the United States Code. Upon the
filing of the petition, the court has jurisdiction, which upon the filing of the
record is exclusive, to affirm, modify, terminate, or set aside in whole or in
part, the final action
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of the OTS. Review of such proceedings is as provided in Chapter 7 of Title 5 of
the United States Code. The judgment and decree of the court is final, except
that they are subject to review by the Supreme Court upon certiorari as provided
in Section 1254 of Title 28 of the United States Code.
HOW TO OBTAIN ADDITIONAL INFORMATION
You may request in writing a copy of the Plan of Conversion from the
Mutual Holding Company. Any such requests should be directed to Deborah M.
Rousseau, Secretary, ComFed, M. H. C., 660 U.S. Highway One, North Palm Beach,
Florida 33408. So that you have sufficient time to receive and review the
requested materials, it is recommended that any such requests be sent so that
they are received by the Mutual Holding Company by noon, Eastern Time, on ____
__, 1998.
AVAILABLE INFORMATION
The Mutual Holding Company has filed with the OTS an Application for
Conversion pursuant to which it will reorganize in accordance with the terms of
the Plan. This Proxy Statement and the Prospectus omit certain information
contained in such Application. The Application may be inspected at the offices
of the OTS, 1700 G Street, N.W., Washington, D.C. 20055 and at the office of the
Regional Director of the OTS located at 1475 Peachtree Street, Atlanta, Georgia
33309.
The Company has filed with the Securities and Exchange Commission
("SEC") a Registration Statement on Form S-1 (File No. 333-______) under the
Securities Act with respect to the Common Stock being offered in the Conversion.
This Proxy Statement and the Prospectus do not contain all the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. Such information may be
inspected at the public reference facilities maintained by the SEC at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and copies may be obtained at
prescribed rates from the Public Reference Section of the SEC at the same
address. In addition, the SEC maintains a web site that contains registration
statements and other reports regarding registrants that file electronically with
the SEC (such as the Company). The address of the SEC's web site is
http://www.sec.gov. The statements contained in the Prospectus as to the
contents of any contract or other document filed as an exhibit to the
Registration Statement are, of necessity, brief descriptions thereof and are not
necessarily complete; each such statement is qualified by reference to such
contract or document.
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PLEASE REMEMBER TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD
IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO THAT YOUR IMPORTANT VOTE WILL BE
COUNTED AT THE SPECIAL MEETING.
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THIS PROXY STATEMENT IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF
ANY OFFER TO BUY STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
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COMFED, M. H. C. REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF COMFED, M. H. C.
(THE "MUTUAL HOLDING COMPANY") FOR USE ONLY AT A SPECIAL MEETING OF MEMBERS TO
BE HELD ON ____ _, 1998 AND ANY ADJOURNMENT THEREOF.
The undersigned, being a member of the Mutual Holding Company, hereby
authorizes the Board of Directors of the Mutual Holding Company, or any of their
successors, as proxies, with full powers of substitution, to represent the
undersigned at the Special Meeting of Members of the Mutual Holding Company to
be held at the ___________ located at _____________, __________, Florida, _____
_, 1998, at ____ p.m., Eastern Time, and at any adjournment of said meeting, and
thereat to act with respect to all votes that the undersigned would be entitled
to cast, if then personally present, as follows:
(1) To approve and adopt a Plan of Conversion of the Mutual Holding
Company and Agreement and Plan of Reorganization between Community Savings
Bankshares, Inc., a newly formed Delaware Corporation (the "Company"), the
Mutual Holding Company, Community Savings Bankshares, Inc., a federal
corporation (the Mid-Tier Holding Company), and Community Savings, F. A. (the
"Association") (the "Plan of Conversion"), pursuant to which the Association
organized the Company and, upon consummation of the following transactions, will
become a wholly owned subsidiary of the Company: (i) the Mutual Holding Company,
which currently owns approximately 51.34% of the Mid-Tier Holding Company, will
convert from the mutual form to a federal interim stock savings association and
simultaneously merge with and into the Association, with the Association being
the surviving entity; (ii) the Mid-Tier Holding Company will convert to a
federal interim stock savings association and simultaneously merge with and into
the Association with the Association being the surviving entity; (iii) the
Association will then merge with an interim institution to be formed as a wholly
owned subsidiary of the Company, with the Association being the surviving
entity; (iv) the outstanding shares of Mid-Tier Holding Company common stock
(other than those held by the Mutual Holding Company, which will be cancelled)
will be converted into shares of the Company's common stock pursuant to a ratio
that will result in the holders of such shares owning in the aggregate
approximately the same percentage of the Company as they currently own of the
Mid-Tier Holding Company, before giving effect to such shareholders purchasing
additional shares in a concurrent stock offering by the Company or receiving
cash in lieu of fractional shares; and (v) the offer and sale of shares of the
Company's common stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote with respect to
approval of the minutes of the last meeting of members, matters incident to the
conduct of the Special Meeting, and upon such other matters as may properly come
before the Special Meeting.
(Continued and to be signed on other side)
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THIS PROXY, IF EXECUTED, WILL BE VOTED FOR ADOPTION OF THE PLAN OF
CONVERSION IF NO CHOICE IS MADE HEREIN. THIS PROXY MAY BE REVOKED AT ANY TIME
BEFORE IT IS EXERCISED.
The undersigned hereby acknowledges receipt of a Notice of Special
Meeting of the Members of ComFed, M. H. C. called for ____ _, 1998 and a Proxy
Statement for the Special Meeting prior to the signing of this Proxy.
Date: _____________________, 1998
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Signature
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Signature
Note: Please sign exactly your
name(s) appear(s) on this Proxy
Card. Only one signature is
required in the case of a joint
account. When signing in a
representative capacity, please
give title.
I/WE WILL ___ WILL NOT___ BE
ATTENDING THE SPECIAL MEETING.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE ENCLOSED
ENVELOPE.
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