[Community Federal Savings and Loan Association of Little Falls Letterhead]
IMMEDIATE ATTENTION REQUIRED
April 13, 1998
RE: DIRECTION CONCERNING TENDER OF SHARES
DEAR PROFIT SHARING PLAN PARTICIPANT:
Enclosed are materials that require your immediate attention. They describe
matters directly affecting your participant account in the Community Federal
Savings and Loan Association of Little Falls Profit Sharing Plan (the "Plan").
Read all the materials carefully. You will need to complete the enclosed
Direction Form and return it in the postage paid envelope provided. THE DEADLINE
FOR RECEIPT OF YOUR COMPLETED DIRECTION FORM IS 5:00 P.M., EASTERN TIME, FRIDAY,
MAY 8, 1998 (UNLESS EXTENDED). YOU SHOULD COMPLETE THE FORM AND RETURN IT EVEN
IF YOU DECIDE NOT TO PARTICIPATE IN THE TRANSACTION DESCRIBED IN THE MATERIALS.
The remainder of this letter summarizes the transaction and your rights and
alternatives under the Plan, but you also should review the more detailed
explanation provided in the other materials.
BACKGROUND
Mississippi View Holding Company (the "Company"), the parent corporation of
Community Federal Savings and Loan Association of Little Falls, has made a
tender offer (the "Offer") to purchase up to 222,000 shares of its common stock.
The objectives of the purchase, and financial and other information relating to
the offer, are described in detail in the enclosed Offer to Purchase, which is
being provided to all shareholders of the Company.
As a participant in the Plan, you are directly affected, because the
Company's Offer to Purchase extends to the shares of the Company's stock held by
the Plan. Only the Trustee of the Plan can tender the shares of common stock
held by the Plan. However, as a Plan participant, you may direct the Trustee
whether or not to tender the shares that are allocated to
your Plan Account. If you elect to have the Trustee tender these shares, you
also are entitled to specify the price or prices at which they should be
tendered.
To assure the confidentiality of your decision, the Company has retained
MacKenzie Partners, Inc. to tabulate the directions of Plan participants. You
will note from the enclosed envelope that your Direction Form is to be returned
to MacKenzie Partners, Inc. The Trustee will decide the disposition of shares
that are allocated to Accounts of participants who fail to return a timely or
properly completed Direction Form. The Trustee will determine whether the
implementation of any participant directions or adherence to any Plan provisions
would be contrary to its fiduciary duties in accordance with the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). As the fiduciary
to the Plan, the Trustee will make the final determination as to whether
participants' directions will be followed taking into account the Plan's purpose
and the interest of all participants. Although it is not anticipated that any
participant direction will violate ERISA, such that the direction would have to
be reversed or disregarded, the United States Department of Labor requires that
the Trustee, as the fiduciary for Plan participants, retain this discretion.
HOW THE OFFER WORKS
The details of the Offer are described in the enclosed materials, which you
should review carefully. However, in broad outline, the Offer will work as
follows with respect to Plan participants.
- The Company has offered to purchase up to 222,000 shares of its
common stock at a price between $19.50 and $21.50 per share.
- If you want any of the shares that are allocated to your Plan
Account sold, you need to direct that they be offered (or
"tendered") for sale.
- You also need to specify the price at which you want the shares
tendered. That price must be between the two limits above.
- After the deadline for the tender of shares by all shareholders,
including the Plan, Registrar and Transfer Company will tabulate
all tenders, and the Company will determine the price, between the
two limits, that it will pay for shares validly tendered pursuant
to the Offer (the "Purchase Price").
- All shares validly tendered at prices at or below the Purchase
Price and not withdrawn will be purchased at the Purchase Price,
upon the terms and subject to the conditions of the Offer,
including the proration provisions.
- If you tender any shares at a price in excess of the Purchase Price
as finally determined, those shares will not be purchased by the
Company, and they will remain allocated to your Plan Account.
2
This form of transaction is commonly called a "Dutch Auction" and requires
some strategy on your part. For example, if you determine that it is advisable
that your Plan assets be sold at this time, you may want to tender your shares
at a price at or near the lower limit. If you are not sure whether or not you
want to participate, but would be willing to sell at a price above the lower
limit, then you may want to specify a higher price, not to exceed the upper
limit. If you do not want to sell shares allocated to your Plan Account at this
time under any circumstances, an option is provided for you to direct that
shares allocated to your Plan Account be held.
The Trustee may override any direction that it determines is contrary to
its fiduciary duties under ERISA, as previously described. In particular, the
Company will be prohibited from purchasing shares from the Plan if the Purchase
Price, as finally determined, is less than the fair market price of the shares
on the date the shares are accepted for purchase. Finally, the Company will
prorate the number of shares purchased from shareholders if there is an excess
of shares tendered over the exact number desired at the Purchase Price as
ultimately determined.
PROCEDURE FOR DIRECTING TRUSTEE
A Direction Form for making your direction is enclosed. You must complete
this form and return it in the included envelope in time to be received no later
than 5:00 p.m., Eastern time, on Friday, May 8, 1998 (unless the Offer is
extended or amended). If your form is not received by this deadline, or if it is
not fully and properly completed, the shares in your Plan Account will be
tendered or held as decided by the Trustee.
To properly complete your Direction Form, you must do the following:
(1) On the face of the form, check Box 1 or 2. CHECK ONLY ONE BOX.
Make your decision which box to check as follows:
- CHECK BOX 1 if you do not want the shares presently allocated to
your Plan Account tendered for sale at any price and simply want
the Trustee to continue holding such shares allocated to your
Account.
- CHECK BOX 2 in all other cases and complete lines A to E of the
table immediately below Box 2. (You should not complete the table
if you checked Box 1). Use lines A, B and C to specify the number
of shares that you want to tender at each price indicated.
Typically, you would elect to have all of your shares tendered at a
single price; however, the form gives you the option of splitting
your shares among several prices. You must state the number of
shares to be sold at each indicated price by filling in the number
of shares in the box immediately below the price.
3
After you have specified your tender price or prices, you should
total the number of shares in each row A, B and C and insert the
total of each line in the box provided at the end of that line.
Specify the number of shares, if any, that you do not want
tendered, but wish the Trustee to hold, in the single box on line
D.
Finally, total the shares in the end boxes of rows A to D and
insert the total in the box on line E. The total in this box must
equal the number of shares allocated to your Plan Account as shown
on the address label on the reverse side of the Direction Form.
(2) Turn the Direction Form over, and date and sign it in the spaces
provided.
(3) Return the Direction Form in the included postage prepaid
envelope no later than 5:00 p.m., Eastern time, on Friday, May 8,
1998 (unless this deadline is extended). Be sure to return the
form even if you decide not to have the Trustee tender any shares.
Your direction will be deemed irrevocable unless withdrawn by 5:00 p.m.,
Eastern time, on Friday, May 8, 1998 (unless the Offer is extended or amended).
To be effective, a notice of withdrawal of your direction must be in writing and
must be received by MacKenzie Partners, Inc. at the following address:
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
Facsimile Transmission (212) 929-0308
Your notice of withdrawal must include your name, address, Social Security
number, and the number of shares allocated to your Plan Account. Upon receipt of
your notice of withdrawal by MacKenzie Partners, Inc., your previous direction
will be deemed canceled. You may direct the re-tendering of any shares in your
Account by repeating the previous instructions for directing the tendering set
forth in this letter.
4
INVESTMENT OF TENDER PROCEEDS
For any Plan shares that are tendered and purchased by the Company, the
Company will pay cash to the Plan. The Trustee then will determine whether to
reinvest in shares of the Company's stock or in alternative investments, being
guided by the Plan's terms and the trust agreement, and subject to the
limitations of ERISA. At present, it is anticipated that the cash proceeds for
any stock purchased in the Offer will be allocated to your Plan Account and
invested in certificates of deposit at Community Federal Savings and Loan
Association of Little Falls. Please be advised that to the extent that common
stock is tendered and converted to cash, you will no longer be eligible to
receive cash dividends paid on such Plan shares sold and you will not
participate in any appreciation or depreciation in the future market value of
the common stock sold. Future allocations of common stock may be made to your
participant Account in accordance with the terms of the Plan.
Individual participants in the Plan will not receive any portion of the
tender proceeds at this time. All such proceeds and the assets will remain in
the Plan and may be withdrawn only in accordance with the Plan's terms. No gain
or loss will be recognized by the Plan or participants in the Plan for federal
income tax purposes in connection with the tender or sale of shares held in the
Plan.
NO RECOMMENDATION
THE COMPANY'S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MAKING OF THE
OFFER. HOWEVER, NEITHER THE COMPANY, ITS BOARD OF DIRECTORS, THE TRUSTEE, OR ANY
OTHER PARTY MAKES ANY RECOMMENDATION TO PARTICIPANTS AS TO WHETHER TO TENDER
SHARES, THE PRICE AT WHICH TO TENDER, OR WHETHER TO REFRAIN FROM TENDERING
SHARES. EACH PARTICIPANT MUST MAKE HIS OR HER OWN DECISION WHETHER TO TENDER
ALL, A PORTION OR NO SHARES AND AT WHAT PRICE, IF ANY.
CONFIDENTIALITY
AS MENTIONED ABOVE, MACKENZIE PARTNERS, INC. HAS BEEN RETAINED TO HELP
ASSURE THE CONFIDENTIALITY OF YOUR DECISION AS A PLAN PARTICIPANT. YOUR DECISION
WILL NOT BE DISCLOSED TO ANY DIRECTORS, OFFICERS, OR EMPLOYEES OF MISSISSIPPI
VIEW HOLDING COMPANY OR COMMUNITY FEDERAL SAVINGS AND LOAN ASSOCIATION OF LITTLE
FALLS, EXCEPT FOR THE PURPOSE OF ALLOCATING PROCEEDS TO YOUR PLAN ACCOUNT IN THE
EVENT THAT ALL OR A PORTION OF YOUR SHARES ARE SOLD.
5
FURTHER INFORMATION
Although MacKenzie Partners, Inc. also has no recommendation and cannot
advise you what to do, its representatives are prepared to answer any question
that you may have on the procedures involved in the Dutch Auction and your
direction. MacKenzie Partners, Inc. can also help you complete your Direction
Form.
For this purpose, you may contact MacKenzie Partners, Inc. at the following
toll-free number:
MacKenzie Partners, Inc.
(800) 322-2885
Please consider this letter and the enclosed materials carefully and then
return your Direction Form promptly.
Sincerely,
Trustees for the Community Federal
Savings and Loan Association of
Little Falls Profit Sharing Plan
6
COMMUNITY FEDERAL SAVINGS AND LOAN ASSOCIATION OF LITTLE FALLS
PROFIT SHARING PLAN
DIRECTION FORM
BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY
THE ACCOMPANYING OFFER TO PURCHASE
See the Address Label on Reverse Side of This Form for the
Number of Shares Allocated to Your Plan Account
In accordance with the Mississippi View Holding Company (the "Company")
Offer to Purchase dated April 13, 1998, a copy of which I have received and
read, I hereby direct the Plan's Trustee as follows (check only one box):
|_| 1. To refrain from tendering and to hold all shares allocated to my
Account.
|_| 2. To tender shares allocated to my Account at the price or prices
indicated below, except for any shares to be held as indicated on
line D below:
- -----------------------------------------------------------------------------------------------------------------------------------
Price $19.500 $19.625 $19.750 $19.875 $20.000 $20.125 $20.250 $20.375 Total
- -----------------------------------------------------------------------------------------------------------------------------------
A Number
Of
Shares
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Price $20.500 $20.625 $20.750 $20.875 $21.000 $21.125 $21.250 $21.375 Total
- -----------------------------------------------------------------------------------------------------------------------------------
B Number
Of
Shares
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Price $21.500 Total
- -----------------------------------------------------------------------------------------------------------------------------------
Number
Of
Shares
- -----------------------------------------------------------------------------------------------------------------------------------
Total
- -----------------------------------------------------------------------------------------------------------------------------------
D Shares
To Be
Held
- -----------------------------------------------------------------------------------------------------------------------------------
Total
- -----------------------------------------------------------------------------------------------------------------------------------
E Total
Shares
- -----------------------------------------------------------------------------------------------------------------------------------
Total the number of shares in each of rows A, B and C and insert that total
in the box at the end of each row. Show shares to be held in the box at the end
of row D. Total the numbers in the end boxes of rows A to D and insert that
total number in the end box of row E. The total in the box of row E must equal
the number of shares allocated to your Account as shown on the address label on
the reverse side of this form.
INSTRUCTIONS
Carefully complete the face portion of this Direction Form. Then insert
today's date and sign your name in the spaces provided below. Enclose the form
in the included postage prepaid envelope and mail it promptly. Your Direction
Form must be received no later than 5:00 p.m., Eastern time, on Friday, May 8,
1998. Direction Forms that are not fully or properly completed, dated and
signed, or that are received after the deadline, will not be processed, and the
shares allocated to your Account will be held or tendered, and if tendered, at a
price, as determined by the Trustee. Note that the Trustee also has the right to
disregard any direction that it determines cannot be implemented without
violation of applicable law.
Neither the Company, its Board of Directors, the Trustee, nor any other
party makes any recommendation to participants as to whether to tender shares,
the price at which to tender, or to refrain from tendering shares. Each
participant must make his or her own decision on these matters.
Date: __________, 1998 ____________________
Your Signature