[Community Federal Savings and Loan Association of Little Falls Letterhead]
IMMEDIATE ATTENTION REQUIRED
April 13, 1998
RE: DIRECTION CONCERNING TENDER OF SHARES
DEAR MANAGEMENT STOCK BONUS 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 Management Stock Bonus 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 approximately 28,629 shares of the
Company's stock currently 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. Please note
however, whether or not you elect to tender Shares, upon vesting of awards under
the Plan, you will receive common stock, not cash.
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 whether to tender or hold
shares of the Plan that currently have not been allocated to participants' Plan
Accounts. The Trustee will also 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").
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- 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.
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.
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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.
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. It is currently anticipated that the Trustee
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will use any cash proceeds to repurchase shares of Company common stock. Please
be advised that directing the Trustee to tender shares will not affect the
number of shares previously allocated to you or the vesting schedule of such
shares. Any cash proceeds received from the tender of shares by the Plan will be
retained by the trust, and not allocated to the accounts of participants.
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.
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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
Management Stock Bonus Plan
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COMMUNITY FEDERAL SAVINGS AND LOAN ASSOCIATION OF LITTLE FALLS
MANAGEMENT STOCK BONUS 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
- -----------------------------------------------------------------------------------------------------------------------------------
C 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