[DRAFT 4/27/01]
CharterBank
PROPOSED MAILING AND INFORMATIONAL MATERIALS
INDEX
-----
1. Dear Member Letter *
2. Dear Member Letter for Non Eligible States
3. Dear Friend Letter - Eligible Account Holders who are no longer Members *
4. Dear Potential Investor Letter *
5. Dear Customer Letter - Used as a Cover Letter for States Requiring "Agent"
Mailing *
6. Proxy Request
7. Invitation Wafer *
8. Tombstone
9. Mailing Insert/Lobby Poster
10. Invitation Letter - Informational Meetings
11. Dear Subscriber/Acknowledgment Letter - Initial Response to Stock Order
Received
12. Dear Charter Shareholder - Confirmation Letter
13. Dear Interested Investor - No Shares Available Letter
14. Welcome Shareholder Letter - For Initial Certificate Mailing
15. Dear Interested Subscriber Letter - Subscription Rejection
16. Letter for Sandler O'Neill Mailing to Clients *
* Accompanied by a Prospectus
Note: Items 1 through 9 are produced by the Financial Printer and Items 10
through 16 are produced by the conversion center.
[CharterBank]
Dear Member:
The Board of Directors of CharterBank has voted unanimously in favor of a plan
to reorganize from a federally chartered mutual savings and loan association
into a "two-tiered" mutual holding company. As part of this reorganization,
CharterBank will convert to a federal mutual holding company to be known as
First Charter, MHC, and will establish Charter Financial Corp., a federal
corporation as a majority-owned subsidiary. Charter Financial Corp. will be the
parent corporation of CharterBank (in stock form) following the reorganization.
We are reorganizing so that CharterBank will be structured in the form of
ownership used by a growing number of savings institutions.
To accomplish the reorganization, your participation is extremely important. On
behalf of the Board, I ask that you help us meet our goal by reading the
enclosed material and then casting your vote in favor of the plan of
reorganization and mailing your signed proxy card immediately in the enclosed
WHITE postage-paid envelope marked "PROXY RETURN." Should you choose to attend
the Special Meeting of Members and wish to vote in person, you may do so by
revoking any previously executed proxy. If you have an IRA or other Qualified
Plan account for which CharterBank acts as trustee and we do not receive a proxy
from you, CharterBank, as trustee for such account, intends to vote in favor of
the plan of reorganization on your behalf.
If the plan of reorganization is approved let me assure you that:
. Deposit accounts will continue to be federally insured to the same
extent permitted by law.
. Existing deposit accounts and loans will not undergo any change.
. Voting for approval will not obligate you to buy any shares of common
stock.
As a qualifying account holder, you may also take advantage of your
nontransferable rights to subscribe for shares of Charter Financial Corp. common
stock on a priority basis, before the stock is offered to the general public.
The enclosed proxy statement and prospectus describes the stock offering and the
operations of CharterBank. If you wish to purchase stock, please complete the
stock order and certification form and mail it, along with full payment for the
shares (or appropriate instructions authorizing withdrawal from a deposit
account with CharterBank) to CharterBank in the enclosed COLOR postage-paid
envelope marked "STOCK ORDER RETURN," or return it to any full service branch
office of CharterBank. Your order must be physically received by CharterBank no
later than 5:00 p.m. Eastern time on________, August __, 2001. Please read the
prospectus carefully before making an investment decision.
If you wish to use funds in your IRA or Qualified Plan at CharterBank to
subscribe for common stock, please be aware that federal law requires that such
funds first be transferred to a self-directed retirement account with a trustee
other than CharterBank. The transfer of such funds to a new trustee takes time,
so please make arrangements as soon as possible.
If you have any questions after reading the enclosed material, please call our
conversion center at (xxx) xxx-xxxx, Monday through Friday, between the hours of
10:00 a.m. and 4:00 p.m. Please note that the conversion center will be closed
from 12:00 noon Friday, _____XX through 12:00 noon Tuesday, _____XX, in
observance of the _____ Day holiday.
Sincerely,
Robert L. Johnson
President and Chief Executive Officer
The shares of common stock offered in the reorganization are not savings
accounts or deposits and are not insured or guaranteed by First Charter, MHC,
CharterBank, Charter Financial Corp., the Federal Deposit Insurance Corporation
or any other government agency.
This is not a offer to sell or a solicitation of an offer to buy common stock.
The offer is made only by the prospectus.
#1
[CharterBank]
Dear Member:
The Board of Directors of CharterBank has voted unanimously in favor of a plan
to reorganize from a federally chartered mutual savings and loan association
into a "two-tiered" mutual holding company. As part of this reorganization,
CharterBank will convert to a federal mutual holding company to be known as
First Charter, MHC, and will establish Charter Financial Corp., a federal
corporation as a majority-owned subsidiary. Charter Financial Corp. will be the
parent corporation of CharterBank (in stock form) following the reorganization.
We are reorganizing so that CharterBank will be structured in the form of
ownership used by a growing number of savings institutions.
To accomplish the reorganization, your participation is extremely important. On
behalf of the Board, I ask that you help us meet our goal by reading the
enclosed material and then casting your vote in favor of the plan of
reorganization and mailing your signed proxy card immediately in the enclosed
postage-paid envelope marked "PROXY RETURN." Should you choose to attend the
Special Meeting of Members and wish to vote in person, you may do so by revoking
any previously executed proxy. If you have an IRA or other Qualified Plan for
which CharterBank acts as trustee and we do not receive a proxy from you,
CharterBank, as trustee for such account, intends to vote in favor of the plan
of reorganization on your behalf.
If the plan of reorganization is approved let me assure you that:
. Deposit accounts will continue to be federally insured to the same
extent permitted by law.
. Existing deposit accounts and loans will not undergo any change.
We regret that we are unable to offer you common stock in the subscription
offering, because the laws of your state or jurisdiction require us to register
either (1) the to-be-issued common stock of Charter Financial Corp., or (2) an
agent of CharterBank to solicit the sale of such stock, and the number of
eligible subscribers in your state or jurisdiction does not justify the expense
of such registration.
If you have any questions after reading the enclosed material, please call our
conversion center at (xxx) xxx-xxxx, Monday through Friday, between the hours of
10:00 a.m. and 4:00 p.m. Please note that the conversion center will be closed
from 12:00 noon Friday, ____XX through 12:00 noon Tuesday, ____XX in observance
of the ________ Day holiday.
Sincerely,
Robert L. Johnson
President and Chief Executive Officer
The shares of common stock offered in the reorganization are not savings
accounts or deposits and are not insured or guaranteed by First Charter, MHC,
CharterBank, Charter Financial Corp., 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 common stock.
The offer is made only by the prospectus.
#2
[CharterBank]
Dear Friend of CharterBank:
CharterBank is in the process of reorganizing from a federally chartered mutual
savings and loan association into a "two-tiered" mutual holding company. As part
of this reorganization, CharterBank will convert to a federal mutual holding
company to be known as First Charter, MHC, and will establish Charter Financial
Corp., a federal corporation as a majority-owned subsidiary. Charter Financial
Corp. will be the parent corporation of CharterBank (in stock form) following
the reorganization. We are reorganizing so that CharterBank will be structured
in the form of ownership used by a growing number of savings institutions.
As a former account holder, you may take advantage of your nontransferable
rights to subscribe for shares of Charter Financial Corp. common stock on a
priority basis, before the stock is offered to the general public. The enclosed
prospectus describes the stock offering and the operations of CharterBank. If
you wish to purchase stock, please complete the stock order and certification
form and mail it, along with full payment for the shares (or appropriate
instructions authorizing withdrawal from a deposit account with CharterBank) to
CharterBank in the enclosed postage-paid envelope marked "STOCK ORDER RETURN,"
or return it to any full service branch office of CharterBank. Your order must
be physically received by CharterBank no later than 5:00 p.m. Eastern time on
________, August xx, 2001. Please read the prospectus carefully before making an
investment decision.
If you have any questions after reading the enclosed material, please call our
conversion center at (xxx) xxx-xxxx, Monday through Friday, between the hours of
10:00 a.m. and 4:00 p.m. Please note that the conversion center will be closed
from 12:00 noon Friday, _____ xx through 12:00 noon Tuesday, _____ xx, in
observance of the _____ Day holiday.
Sincerely,
Robert L. Johnson
President and Chief Executive Officer
The shares of common stock offered in the reorganization are not savings
accounts or deposits and are not insured or guaranteed by First Charter, MHC,
CharterBank, Charter Financial Corp., the Federal Deposit Insurance Corporation
or any other government agency.
This is not a offer to sell or a solicitation of an offer to buy common stock.
The offer is made only by the prospectus.
#3
[Charter Financial Corp.]
Dear Potential Investor:
We are pleased to provide you with the enclosed material regarding the
reorganization of CharterBank from a federally chartered mutual savings and loan
association into a "two-tiered" mutual holding company. As part of this
reorganization, CharterBank will convert to a federal mutual holding company to
be known as First Charter, MHC, and will establish Charter Financial Corp., a
federal corporation as a majority-owned subsidiary. Charter Financial Corp. will
be the parent corporation of CharterBank (in stock form) following the
reorganization.
This information packet includes the following:
PROSPECTUS: This document provides detailed information about CharterBank's
operations, the proposed stock offering by Charter Financial Corp., a holding
company formed by CharterBank to become its parent company upon completion of
the reorganization. Please read it carefully prior to making an investment
decision.
STOCK ORDER AND CERTIFICATION FORM: Use this form to subscribe for common stock
and return it, together with full payment for the shares (or appropriate
instructions authorizing withdrawal from a deposit account with the Bank) to
CharterBank in the enclosed postage-paid envelope. Your order must be physically
received by the Bank no later than 4:00 p.m., Eastern time on ________, August
xx, 2001.
We are pleased to offer you this opportunity to become one of our charter
shareholders. If you have any questions regarding the reorganization or the
prospectus, please call our conversion center at (xxx) xxx-xxxx, Monday through
Friday, between the hours of 10:00 a.m. and 4:00 p.m.
Sincerely,
Robert L. Johnson
President and Chief Executive Officer
The shares of common stock offered in the reorganization are not savings
accounts or deposits and are not insured or guaranteed by First Charter, MHC,
CharterBank, Charter Financial Corp., the Federal Deposit Insurance Corporation
or any other government agency.
This is not a offer to sell or a solicitation of an offer to buy common stock.
The offer is made only by the prospectus.
#4
[SANDLER O'NEILL & PARTNERS, L.P. LETTERHEAD]
Dear Customer of CharterBank:
At the request of CharterBank, we have enclosed material regarding the offering
of common stock in connection with the reorganization of CharterBank from a
federally chartered mutual savings and loan association into a "two-tiered"
mutual holding company. As part of this reorganization, CharterBank will convert
to a federal mutual holding company to be known as First Charter, MHC, and will
establish Charter Financial Corp., a federal corporation as a majority-owned
subsidiary. Charter Financial Corp. will be the parent corporation of
CharterBank (in stock form) following the reorganization. These materials
include a prospectus and a stock order and certification form, which offer you
the opportunity to subscribe for shares of common stock of Charter Financial
Corp.
We recommend that you read this material carefully. If you decide to subscribe
for shares, you must return the properly completed and signed stock order and
certification form, along with full payment for the shares (or appropriate
instructions authorizing withdrawal from a deposit account with CharterBank) to
CharterBank in the accompanying COLOR postage-paid envelope marked "STOCK ORDER
RETURN." Your order must be physically received by CharterBank, no later than
4:00 p.m., Eastern time on _______, August xx, 2001. If you have any questions
after reading the enclosed material, please call the conversion center at (xxx)
xxx-xxxx, Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m.,
and ask for a Sandler O'Neill representative.
We have been asked to forward these documents to you in view of certain
requirements of the securities laws of your jurisdiction. We should not be
understood as recommending or soliciting in any way any action by you with
regard to the enclosed material.
Sincerely,
Sandler O'Neill & Partners, L.P.
The shares of common stock offered in the reorganization are not savings
accounts or deposits and are not insured or guaranteed by First Charter, MHC,
CharterBank, Charter Financial Corp., the Federal Deposit Insurance Corporation
or any other government agency.
This is not a offer to sell or a solicitation of an offer to buy common stock.
The offer is made only by the prospectus.
Enclosure
#5
--------------------------------------------------------------------------------
PROXY REQUEST
CharterBank Logo
-------------------------
WE NEED YOUR VOTE
-------------------------
Dear Customer of CharterBank:
Your vote on our plan of reorganization has not yet been received. Your vote is
very important to us. Please vote and mail the enclosed proxy today.
--------------
Remember: Voting does not obligate you to buy stock. Your Board of
Directors has approved the plan of reorganization and urges you to vote in
favor of the plan. Your deposit accounts or loans with CharterBank will not
be affected in any way. Deposit accounts will continue to be federally
insured to the legal maximum.
A postage-paid envelope is enclosed with the proxy form. If you have any
questions, please call our conversion center at (xxx) xxx-xxxx.
Sincerely,
CharterBank
Please vote today by returning all proxy forms received.
---
#6
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
You're Invited
--------------
We cordially invite you to attend one of our community meetings to learn more
about the subscription, direct community and syndicated community offerings
which give you the opportunity to purchase newly issued shares from our to-be-
formed holding company, Charter Financial Corp.
. Members of senior management will
discuss CharterBank's operations, past
performance and financial history.
. You will be able to meet one-on-one with
CharterBank officers to ask questions.
. There will be no sales pressure. You will
receive Charter Financial Corp.'s stock
offering materials. Then you decide if the
stock purchase matches your investment
objectives.
Community meetings have been scheduled in the West Point area. Location and
dates are shown on the reverse side of this card. For meeting times and to make
a reservation, or to receive a prospectus and a stock order form, please call
our conversion center at (xxx)-xxx-xxxx Monday thru Friday, 10:00 a.m. to 4:00
p.m.
(LOGO)
Charter Financial Corp.
(Proposed Holding Company for CharterBank)
------------------------
Community Meetings
------------------------
July__, 2001
Location
Street Address
City, State
July__, 2001
Location
Street Address
City, State
July__, 2001
Location
Street Address
City, State
(Logo)
Charter Financial Corp.
(Proposed Holding Company for CharterBank)
The shares of common stock offered in the reorganization are not savings
accounts or deposits and are not insured or guaranteed by First Charter, MHC,
CharterBank, Charter Financial Corp., the Federal Deposit Insurance Corporation
or any other government agency.
This is not a offer to sell or a solicitation of an offer to buy common stock.
The offer is made only by the prospectus.
--------------------------------------------------------------------------------
#7
Charter Financial Corp. Is Offering Stock
WE INVITE YOU TO
PARTICIPATE IN OUR FUTURE
Charter Financial Corp. is a federally chartered corporation that is offering
shares of its common stock in connection with the reorganization of CharterBank
into a mutual holding company.
3,315,000 - 4,485,000 shares of Charter Financial Corp. are being offered at a
price of $10.00 per share.
If you would like to learn more about our stock offering, or consider becoming a
stockholder of Charter Financial Corp., we invite you to obtain a prospectus and
attend one of our convenient and informative community meetings. These will be
held on the following dates and at the locations below.
___, July ___, 2001 ___, July ___, 2001 ____, July ____, 2001
Location Location Location
Street Address, Street Address Street Address
City, State City, State City, State
For meeting times and to make a reservation, or to receive a prospectus and a
stock order form, please call our conversion center at (xxx) xxx-xxxx.
--------------------------------------------------------------------------------
Charter Financial Corp.
(LOGO)
--------------------------------------------------------------------------------
This is not an offer to sell or a solicitation of an offer to buy common stock.
The offer is made only by the prospectus.
--------------------------------------------------------------------------------
CharterBank Logo
Please Support Us
-----------------
Vote Your Proxy Card Today
If you have more than one account, you may have received more than one proxy
depending upon the ownership structure of your accounts. Please vote, sign
and return all proxy cards that you received.
--------------------------------------------------------------------------------
[Charter Financial Corp.]
July__, 2001
Dear _________:
We are pleased to announce that the Board of Directors of CharterBank has voted
in favor of a plan to reorganize from a federally chartered mutual savings and
loan association into a "two-tiered" mutual holding company. As part of this
reorganization, CharterBank will convert to a federal mutual holding company to
be known as First Charter, MHC, and will establish Charter Financial Corp., a
federal corporation as a majority-owned subsidiary. Charter Financial Corp. will
be the parent corporation of CharterBank (in stock form) following the
reorganization. We are reorganizing so that CharterBank will be structured in
the form of ownership used by a growing number of savings institutions.
You are cordially invited to join members of our senior management team at an
community meeting to be held on___ at 7:30 P.M. to learn more about the
reorganization and the stock offering.
A member of our staff will be calling to confirm your interest in attending the
meeting.
If you would like additional information regarding the meeting or our
reorganization, please call our conversion center number at (xxx) xxx-xxx,
Monday through Friday between the hours of 10:00 a.m. to 4:00 p.m.
Sincerely,
Robert L. Johnson
President and Chief Executive Officer
The shares of common stock offered in the reorganization are not savings
accounts or deposits and are not insured or guaranteed by First Charter, MHC,
CharterBank , Charter Financial Corp., 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 common stock.
The offer is made only by the prospectus.
[Charter Financial Corp.]
August__, 2001
Dear Subscriber:
We hereby acknowledge receipt of your order for shares of common stock in
Charter Financial Corp.
At this time, we cannot confirm the number of shares of Charter Financial Corp.
common stock that will be issued to you. Such allocation will be made in
accordance with the plan of reorganization following completion of the stock
offering.
If you have any questions, please call our conversion center at (xxx) xxx-xxxx.
Sincerely,
Charter Financial Corp.
Conversion Center
The shares of common stock offered in the reorganization are not savings
accounts or deposits and are not insured or guaranteed by First Charter, MHC,
CharterBank, Charter Financial Corp., the Federal Deposit Insurance Corporation
or any other government agency.
[Charter Financial Corp.]
August__, 2001
Dear Charter Shareholder:
We appreciate your interest in the stock offering of Charter Financial Corp.
Due to the excellent response from our Eligible Account Holders, we are unable
to complete all orders in full. Consequently, in accordance with the provisions
of the plan of reorganization, you were allocated ______ shares at a price of
$10.00 per share. If your subscription was paid for by check, a refund of any
balance due you with interest will be mailed to you promptly.
The purchase date and closing of the transaction occurred on __________XX, 2001.
Trading will commence on the Nasdaq National Market under the symbol "CHFN" on
__________ XX, 2001. Your stock certificate will be mailed to you shortly.
We thank you for your interest in Charter Financial Corp., and welcome you as a
charter shareholder.
Sincerely,
Charter Financial Corp.
Conversion Center
The shares of common stock offered in the reorganization are not savings
accounts or deposits and are not insured or guaranteed by First Charter, MHC,
CharterBank, Charter Financial Corp., the Federal Deposit Insurance Corporation
or any other government agency.
[Charter Financial Corp.]
____________________, 2001
Dear Interested Investor:
We recently completed our subscription and direct community offerings.
Unfortunately, due to the excellent response from our Eligible Account Holders,
stock was not available for our Supplemental Eligible Account Holders, Other
Members or community friends. If your subscription was paid for by check, a
refund of any balance due you with interest will be mailed to you promptly.
We appreciate your interest in Charter Financial Corp. and hope you become an
owner of our stock in the future. The stock trades on the Nasdaq National
Market under the symbol "CHFN".
Sincerely,
Charter Financial Corp.
Conversion Center
The shares of common stock offered in the reorganization are not savings
accounts or deposits and are not insured or guaranteed by First charter, MHC,
CharterBank, Charter Financial Corp., the Federal Deposit Insurance Corporation
or any other government agency.
[Charter Financial Corp.]
____________________, 2001
Welcome Shareholder:
We are pleased to enclose the stock certificate that represents your share of
ownership in Charter Financial Corp., the holding company of CharterBank and a
majority-owned subsidiary of First Charter, MHC.
Please examine your stock certificate to be certain that it is properly
registered. If you have any questions about your certificate, you should
contact the Transfer Agent immediately at the following address:
Transfer Agent
Address
Telephone Number
Also, please remember that your certificate is a negotiable security which
should be stored in a secure place, such as a safe deposit box or on deposit
with your stockbroker.
On behalf of the Board of Directors of Charter Financial Corp., First Charter,
MHC, CharterBank and employees, I would like to thank you for supporting our
offering.
Sincerely,
Robert L. Johnson
President and Chief Executive Officer
The shares of common stock offered in the reorganization are not savings
accounts or deposits and are not insured or guaranteed by First Charter, MHC,
CharterBank, Charter Financial Corp., the Federal Deposit Insurance Corporation
or any other government agency.
[Charter Financial Corp.]
____________________, 2001
Dear Interested Subscriber:
We regret to inform you that CharterBank and Charter Financial Corp., the
holding company for CharterBank, have decided not to accept your order for
shares of Charter Financial Corp. common stock in our direct community offering.
This action is in accordance with our plan of reorganization which gives
CharterBank and Charter Financial Corp. the absolute right to reject the
subscription of any community member, in whole or in part, in the community
offering.
Enclosed is a check representing your subscription and interest earned thereon.
Sincerely,
Charter Financial Corp.
Conversion Center
[ SANDLER O'NEILL & PARTNERS, L.P. LETTERHEAD ]
______, 2001
To Our Friends:
We are enclosing the offering material for Charter Financial Corp., a majority-
owned subsidiary of First Charter, MHC and the proposed holding company for
CharterBank, which is now in the process of reorganizing into a mutual holding
company.
Sandler O'Neill & Partners, L.P. is managing the subscription offering, which
will conclude at 5:00 p.m., Eastern time on August ___ , 2001. Sandler O'Neill
is also providing conversion agent and proxy solicitation services for
CharterBank. In the event that all the stock is not subscribed for in the
subscription offering and direct community offering, Sandler O'Neill will form
and manage a syndicate of broker/dealers to sell the remaining stock.
Members of the general public, other than residents of ______, are eligible to
participate. If you have any questions about this transaction, please do not
hesitate to call or write.
Sincerely,
SANDLER O'NEILL & PARTNERS, L.P.
The shares of Common Stock offered in the conversion are not savings accounts or
deposits and are not insured or guaranteed by First Charter, MHC, CharterBank,
Charter Financial Corp., 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 common stock.
The offer is made only by the prospectus.
[LOGO]: Charter Financial Corp.
Subscription & Direct Community Offering Stock Order Form
----------------------------------------------------------------
Bank use
--------
--------------------------------- ------------------------------
IMPORTANT-PLEASE NOTE: A CharterBank
properly completed original Conversion Center
stock order form must be used XXXXXXXXXXX
to subscribe for common stock. XXXXXX, XX XXXXX
Copies of this form are not (XXX) XXX-XXXX
required to be accepted. Please ------------------------------
read the Stock Ownership Guide Expiration Date
and Stock Order Form Instructions for Stock Order Forms:
as you complete this form. ______, _____ ___, 2001
4:00 p.m., Eastern Time
-------------------------------
====================================================================================================================================
(1) Number of Shares (2) Total Payment Due
------------------------ --------------------- The minimum number of shares that may be subscribed for is 25
Subscription Price and the maximum number of shares that may be subscribed for in
------------------------ X $ 10.00 = --------------------- the subscription offering is 100,000 shares. See Instructions.
====================================================================================================================================
[_] (3) Employee/Officer/Director Information (6) Purchaser Information
Check here if you are an employee, officer or director of a. [_] Check here if you are an Eligible Account Holder with a
CharterBank or a member of such person's immediate family deposit account(s) totalling $50.00 or more on September 30,
living in the same household. 1999. List account(s) below.
====================================================================
b. [_] Check here if you are a Supplemental Eligible Account
(4) Method of Payment/Check --------------------- Holder with a deposit account(s) totalling $50.00 or
Enclosed is a check, bank draft or Check Amount more on March 31, 2001. List account(s) below.
money order made payable to CharterBank
in the amount indicated in this box. --------------------- c. [_] Check here if you are an Other Member with a deposit
==================================================================== account(s) or a loan(s) on ______ ___, 2001. List
account(s) or loan(s) below.
(5) Method of Payment/Withdrawal
The undersigned authorizes withdrawal from the following --------------------------------------------------------------
account(s) at CharterBank. There is no early withdrawal penalty Account Title (Names on Accounts) Account Number(s) Bank Use
for this form of payment. Individual Retirement Accounts or --------------------------------------------------------------
Qualified Plans maintained at CharterBank cannot be used unless
special transfer arrangements are made. --------------------------------------------------------------
--------------------------------------------------------------------
Account Number(s) Withdrawal Amount(s) Bank Use --------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------
-------------------------------------------------------------------- PLEASE NOTE: FAILURE TO LIST ALL YOUR ACCOUNTS MAY RESULT IN
THE LOSS OF PART OR ALL OF YOUR SUBSCRIPTION RIGHTS. IF
-------------------------------------------------------------------- ADDITIONAL SPACE IS NEEDED, PLEASE UTILIZE THE BACK OF THIS
Total Withdrawal Amount STOCK ORDER FORM.
====================================================================================================================================
(7) Stock Registration/Form of Stock Ownership
[_] Individual [_] Joint Tenants [_] Tenants in Common [_][_][_]-[_][_]-[_][_][_][_]
[_] Fiduciary (i.e. trust, estate, etc.) [_] Company/Corp/Partnership [_] Uniform Transfers to Minors [_] IRA or other Qualified
Act Plan - Beneficial Owners
SS#
(8) Name(s) in which stock is to be registered (PLEASE PRINT CLEARLY) - ADDING THE NAMES OF OTHER PERSON(S) WHO ARE NOT OWNERS
OF YOUR QUALIFYING ACCOUNT(S) WILL RESULT IN YOUR ORDER
BECOMING NULL AND VOID.
------------------------------------------------------------------------------------------------------------------------------------
Name(s) Social Security # or Tax ID
------------------------------------------------------------------------------------------------------------------------------------
Name(s) continued Social Security # or Tax ID
------------------------------------------------------------------------------------------------------------------------------------
Street Address County of Residence
-----------------------------------------------------------------------------------------------------------------------------------
City State Zip code
-----------------------------------------------------------------------------------------
(9) Telephone - Daytime ( ) Evening ( )
-----------------------------------------------------------------------------------------
====================================================================================================================================
[_] (10) NASD Affiliation - Check [_] (11) Associates/Acting in
here if you are a member of Concert - Check here and complete
the National Association of the reverse side of this form, if you
Securities Dealers, Inc. ("NASD"), or any associates or persons acting
a person affiliated, or associated, in concert with you have submitted
with an NASD member. (see Item #10 other orders for shares.
on reverse side of this form.
====================================================================================================================================
(12) Acknowledgment - To be effective, this stock order form and accompanying certification form must BANK USE ONLY
be properly completed and physically received by CharterBank no later than 4:00 p.m., Eastern time, =================
on ______ ______ XX, 2001, unless extended; otherwise this stock order form and all subscription rights
will be void. The undersigned agrees that after receipt by CharterBank, this stock order form may not
be modified, withdrawn or canceled without CharterBank's consent and if authorization to withdraw =================
from deposit accounts at CharterBank has been given as payment for shares; the amount authorized for
withdrawal shall not otherwise be available for withdrawal by the undersigned. Under penalty of perjury,
I hereby certify that the Social Security or Tax ID Number and the information provided on this stock order -----------------
form is true, correct and complete, and I am not subject to back-up withholding, and that I am purchasing BANK USE ONLY
shares solely for my own account and that there is no agreement or understanding regarding the sale or =================
transfer of such shares, or my right to subscribe for shares. It is understood that this stock order form
will be accepted in accordance with, and subject to, the terms and conditions of the plan of reorganization
of the Bank described in the accompanying prospectus. The undersigned hereby acknowledges receipt of the
prospectus at least 48 hours prior to delivery of this stock order form to the Bank.
Federal regulations prohibit any person from transferring, or entering into any agreement, directly or
indirectly, to transfer the legal or beneficial ownership of subscription rights or the underlying
securities to the account of another. CharterBank and Charter Financial Corp. will pursue any and all
legal and equitable remedies in the event they become aware of the transfer of subscription rights
and will not honor orders known by them to involve such transfer.
---------------------------------------------------- -----------------------------------------------------------
Signature Date Signature Date
---------------------------------------------------- -----------------------------------------------------------
THE CERTIFICATION FORM ON THE REVERSE SIDE MUST BE SIGNED
====================================================================================================================================
Item (6) a, b, c - (continued) Item (10) - (continued)
--------------------------------- ------------------ ------------
Account Title (Names on Accounts) Account Number(s) Bank use , a member of the immediate family of any such person to
--------------------------------- ------------------ ------------ whose support such person contributes, directly or
indirectly, or the holder of an account in which an NASD
--------------------------------- ------------------ ------------ member or person associated with an NASD member has a
beneficial interest. To comply with conditions under
--------------------------------- ------------------ ------------ which an exemption from the NASD's Interpretation With
Respect to Free-Riding and Withholding is available, you
--------------------------------- ------------------ ------------ agree, if you have checked the NASD Affiliation box, (i)
not to sell, transfer or hypothecate the stock for a
--------------------------------- ------------------ ------------ period of three months following issuance, and (ii) to
report this subscription in writing to the applicable NASD
member within one day of payment therefor.
Item (11) - (continued) "Associate" is defined as: (i) any corporation or organization (other
List below all other orders submitted by you or Associates than First Charter, MHC, Charter Financial Corp, CharterBank or any
(as defined) or by persons acting in concert with you. majority-owned subsidiary thereof) of which such person is an
------------------------------------ --------------------- officer, director of partner or is, directly or indirectly, the
Name(s) listed on other stock order Number of Shares beneficial owner of 10% or more of any class of equity securities of
forms Ordered the corporation or organization; (ii) any trust or other estate in
------------------------------------ --------------------- which such person has a substantial beneficial interest or as to
which such person serves as trustee or in a similar fiduciary
------------------------------------ --------------------- capacity (exclusive of any of any tax-qualified employee stock
benefit plan); (iii) any person who is related by blood or marriage
------------------------------------ --------------------- such person, and (i) lives in the same home as such person; or (ii)
is a director or senior officer of CharterBank or any affiliate
------------------------------------ --------------------- thereof; and (iv) any person Acting in Concert with any of the
persons or entities specified in clauses (i) through (iii) above;
provided, however, that any Tax-Qualified or Non-Tax-Qualified
Employee Stock Benefit Plan shall not be deemed to be an Associate of
any director or officer of First Charter, MHC, Charter Financial
Corp. of CharterBank, First Charter, MHC or Charter Financial
Corp., CharterBank in its sole discretion may determine the persons
that are Associates of other persons. Directors of Charter Financial
Corp., First Charter, MHC and CharterBank shall not be deemed to be
Associates solely as a result of their membership on any such board
or boards.
------------------------------------------------------------------------------------------------------------------------------------
YOU MUST SIGN THE FOLLOWING CERTIFICATION IN ORDER TO PURCHASE STOCK
CERTIFICATION FORM
I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, AND IS NOT INSURED OR GUARANTEED BY FIRST CHARTER, MHC, CHARTER FINANCIAL CORP., CHARTERBANK, THE FEDERAL
GOVERNMENT OR BY ANY GOVERNMENT AGENCY. THE ENTIRE AMOUNT OF AN INVESTOR'S PRINCIPAL IS SUBJECT TO LOSS.
If anyone asserts that this security is federally insured or guaranteed, or is as safe as an insured deposit, I should call the
Office of Thrift Supervision, Regional Director of the Southeast Regional Office at (404) 888-0771.
I further certify that, before purchasing the common stock, par value $0.01 per share, of Charter Financial Corp. (the "Company"),
the proposed holding company for CharterBank, I received a prospectus of the Company dated _________, 2001 relating to such offer of
common stock.
The Prospectus that I received contains disclosure concerning the nature of the common stock being offered by the
Company and describes in the "Risk Factors" section beginning on page _____ the risks involved in the investment in this common
stock, including but not limited to the:
1. A decrease in the market value of our Freddie Mac stock investment may reduce our earnings and capital.
2. We have a significant deferred tax liability on our Freddie Mac Stock investment. If it became payable, this tax liability
would significantly adversely effect our liquidity, ability to hold Freddie Mac stock and earnings.
3. If our dividend income exceeds our taxable income for any given year, we will lose potential tax benefits associated with the
dividends received deduction.
4. Our earnings may be reduced if we are required to take our bad debt reserve into income.
5. A decrease in our sources of funds may affect our ability to fund loans. This would reduce our earnings.
6. Our local economy may affect our future growth possibilities.
7. Our return on average equity will be low compared to other companies. This could hurt the trading price of our common stock.
8. Because we intend to pursue conservative and locally-based business goals, our earnings may not increase significantly, which
could negatively affect the price of your stock.
9. If recent stock market volatility continues, the price of your stock may be negatively affected.
10. There is no guarantee than an active trading market for your stock will develop.
11. A decrease in demand for mortgage, commercial and consumer loans may lower our earnings.
12. Because we intend to increase our commercial real estate lending, our lending risk will increase and downturns in the real
estate market or local economy could adversely impact our earnings.
13. Because our loans are concentrated in the states of Georgia and Alabama, downturns in the economy or real estate market in our
market area will adversely impact our earnings.
14. Because we plan to expand our traditional and nontraditional delivery channels, our expense base will increase. This will
reduce our earnings in the short term.
15. Changing interest rates may adversely affect our earnings.
16. The implementation of stock-based benefits will increase our future compensation expense, reduce our earnings and cause
dilution.
17. Because First Charter, MHC will own a majority of Charter Financial's common stock. First Charter, MHC will be able to prevent
transactions you might be in favor of, including a sale or merger of Charter Financial.
18. Because banking reform legislation may increase competition, it may reduce our earnings.
(By Executing this Certification Form the Investor is Not Waiving Any Rights Under the Federal Securities Laws,
including the Securities Act of 1933 and the Securities Exchange Act of 1934)
------------------------------------------------------- -------------------------------------------------------
Signature Date Signature Date
------------------------------------------------------- -------------------------------------------------------
Name (Please Print) Name (Please Print)
------------------------------------------------------- -------------------------------------------------------
THIS CERTIFICATION MUST BE SIGNED IN ORDER TO PURCHASE STOCK
-----------------------------------------------------------------------------------------------------------------------------------
[Logo] Charter Financial Corp.
--------------------------------------------------------------------------------
Stock Ownership Guide
Individual
Include the first name, middle initial and last name of the shareholder. Avoid
the use of two initials. Please omit words that do not affect ownership rights,
such as "Mrs.", "Mr.", "Dr.", "special account", "single person", etc.
--------------------------------------------------------------------------------
Joint Tenants
Joint tenants with right of survivorship may be specified to identify two or
more owners. When stock is held by joint tenants with right of survivorship,
ownership is intended to pass automatically to the surviving joint tenant(s)
upon the death of any joint tenant. All parties must agree to the transfer or
sale of shares held by joint tenants.
--------------------------------------------------------------------------------
Tenants in Common
Tenants in common may also be specified to identify two or more owners. When
stock is held by tenants in common, upon the death of one co-tenant, ownership
of the stock will be held by the surviving co-tenant(s) and by the heirs of the
deceased co-tenant. All parties must agree to the transfer or sale of shares
held by tenants in common.
--------------------------------------------------------------------------------
Uniform Transfers to Minors Act ("UTMA")
Stock may be held in the name of a custodian for a minor under the Uniform
Transfers to Minors Act of each state. There may be only one custodian and one
minor designated on a stock certificate. The standard abbreviation for Custodian
is "CUST", while the Uniform Transfers to Minors Act is "UTMA". Standard U.S.
Postal Service state abbreviations should be used to describe the appropriate
state. For example, stock held by John Doe as custodian for Susan Doe under the
Georgia Uniform Transfers to Minors Act will be abbreviated John Doe, CUST Susan
Doe UTMA GA (use minor's social security number).
--------------------------------------------------------------------------------
Fiduciaries
Information provided with respect to stock to be held in a fiduciary capacity
must contain the following:
. The name(s) of the fiduciary. If an individual, list the first name, middle
initial and last name. If a corporation, list the full corporate
title (name). If an individual and a corporation, list the corporation's
title before the individual.
. The fiduciary capacity, such as administrator, executor, personal
representative, conservator, trustee, committee, etc.
. A description of the document governing the fiduciary relationship, such as
a trust agreement or court order. Documentation establishing a fiduciary
relationship may be required to register your stock in a fiduciary
capacity.
. The date of the document governing the relationship, except that the date
of a trust created by a will need not be included in the description.
. The name of the maker, donor or testator and the name of the beneficiary.
An example of fiduciary ownership of stock in the case of a trust is: John Doe,
Trustee Under Agreement Dated 10-1-87 for Susan Doe.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Stock Order Form Instructions
Items 1 and 2 - Number of Shares and Total Payment Due
Fill in the number of shares that you wish to purchase and the total payment
due. The amount due is determined by multiplying the number of shares by the
subscription price of $10.00 per share. The minimum purchase in the subscription
offering is 25 shares. As more fully described in the plan of reorganization
outlined in the prospectus, the maximum purchase in the subscription offering is
$1,000,000 (100,000 shares), and the maximum purchase in the community offering
(if held) by any person, is $1,000,000 (100,000 shares). However, no person,
together with associates and persons acting in concert with such person, may
purchase in the aggregate more than $1,650,000 (165,000 shares) of common stock.
--------------------------------------------------------------------------------
Item 3 - Employee/Officer/Director Information
Please check this box to indicate whether you are an employee, officer or
director of CharterBank or a member of such person's immediate family living
in the same household.
--------------------------------------------------------------------------------
Item 4 - Method of Payment by Check
Payment for shares may be made in cash (only if delivered by you in person to a
full service branch office of CharterBank) or by check, bank draft or money
order payable to CharterBank. Your funds will earn interest at the CharterBank's
passbook rate of interest until the reorganization is completed. (DO NOT MAIL
CASH TO PURCHASE STOCK!) Please indicate the total check(s) amount in this box
if your method of payment is by check, bank draft or money order.
--------------------------------------------------------------------------------
Item 5 - Method of Payment by Withdrawal
If you pay for your stock by a withdrawal from a deposit account at CharterBank,
indicate the account number(s) and the amount of your withdrawal authorization
for each account. The total amount withdrawn should equal the amount of your
stock purchase. There will be no penalty assessed for early withdrawals from
certificate accounts used for stock purchases. This form of payment may not be
used if your account is an Individual Retirement Account or Qualified Plan.
--------------------------------------------------------------------------------
Item 6 - Purchaser Information
a. Please check this box if you are an Eligible Account Holder with a deposit
account(s) totalling $50.00 or more on September 30, 1999.
b. Please check this box if you are a Supplemental Eligible Account Holder with
a deposit account(s) totalling $50.00 or more on March 31, 2001.
c. Please check this box if you are an Other Member with a deposit account(s) or
a loan(s) on _____ __, 2001.
Please list all names and all account numbers on accounts you had at these dates
in order to insure proper identification of your purchase rights.
Please note: Failure to list all your accounts or loans may result in the loss
of part or all of your subscription rights.
--------------------------------------------------------------------------------
Items 7, 8 and 9 - Stock Registration/Form of Stock Ownership, Names and
Telephone Number
The stock transfer industry has developed a uniform system of shareholder
registrations that will be used in the issuance of your Charter Financial Corp.
common stock. Please complete items 7, 8 and 9 as fully and accurately as
possible, and be certain to supply your social security or Tax I.D. number(s)
and your daytime and evening telephone number(s). We may need to call you if we
cannot execute your order as given. If you have any questions regarding the
registration of your stock, please consult your legal advisor. Stock ownership
must be registered in one of the ways described above under "Stock Ownership
Guide". Adding the names of other persons who are not owners of your qualifying
account(s) will result in your order becoming null and void.
--------------------------------------------------------------------------------
Items 11-Associates Acting in Concert
Item 10 - NASD Affiliation Please Please check this box if you or any
check this box if you are a member associate (as defined on the reverse side
of the NASD or if this item of the stock order form) or person acting
otherwise applies to you. in concert with you has submitted another
order for shares and complete the reverse
side of the stock order form.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Item 12 - Acknowledgement
Please sign and date the stock order form and certification form where
indicated. Before you sign, review the stock order form, including the
acknowledgement, and the certification form. Normally, one signature is
required. An additional signature is required only when payment is to be made by
withdrawal from a deposit account that requires multiple signatures to withdraw
funds.
--------------------------------------------------------------------------------
You may mail your completed stock order form and certification form in the
envelope that has been provided, or you may deliver your stock order form and
certification form to any full service branch office of CharterBank. Your stock
order form and certification form, properly completed, and payment in full (or
withdrawal authorization) at the subscription price must be physically received
by CharterBank no later than 4:00 p.m., Eastern time, on _________, ______ __,
2001 or it will become void. If you have any remaining questions, or if you
would like assistance completing your stock order form and certification form,
you may call our conversion center at (XXX) XXX-XXXX, Monday through Friday,
between the hours of 10:00 a.m. and 4:00 p.m. The conversion center will be
closed for bank holidays.
--------------------------------------------------------------------------------