U.S. STOCK TRANSFER CORPORATION
1745 GARDENA AVENUE, SUITE 200
GLENDALE, CA 91204
EXCHANGE AGENT
OFFER TO EXCHANGE
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
THE BANK OF HEMET
FOR
COMMON STOCK AND WARRANTS
OF
PACIFIC COMMUNITY BANKING GROUP
---------------------
THE SHARES OF COMMON STOCK OF PACIFIC COMMUNITY BANKING GROUP
MAY BE RE-SOLD TO THE PUBLIC IN THE INITIAL PUBLIC OFFERING OF PACIFIC COMMUNITY
BANKING GROUP
SUBJECT TO PRORATION
THE RIGHT TO PARTICIPATE IN THE PUBLIC OFFERING
WILL EXPIRE AT 5:00, JULY 23, 1999, CALIFORNIA TIME.
THE EXCHANGE AGENT MUST RECEIVE THE SHAREHOLDER DOCUMENTS
BY THAT TIME.
If the acquisition of The Bank of Hemet by Pacific Community Banking Group is
approved,
all shares of The Bank of Hemet common stock will automatically convert into a
right to receive
shares of Pacific Community Banking Group common stock and warrants.
June 28, 1999
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by Pacific Community Banking Group, a California
corporation, to act as Exchange Agent in connection with Pacific Community
Banking Group's offer to acquire all of the outstanding common stock of The Bank
of Hemet, a California corporation. In exchange for each share of The Bank of
Hemet common stock, Pacific Community Banking Group offers 3.4 shares of Pacific
Community Banking Group common stock and one ten-year warrant for one share of
Pacific Community Banking Group common stock exercisable at 122% of the common
stock's initial price to the public. Pacific Community Banking Group makes this
offer subject to the terms and conditions of the First Restatement and Plan of
Reorganization dated January 5, 1999 (as amended March 24, 1999 and April 2,
1999), as described in the accompanying Proxy Statement/Prospectus. The shares
of Pacific Community Banking Group Common Stock received in the exchange will be
eligible for immediate sale in the public offering of Pacific Community Banking
Group, subject to proration under a requirement that the shareholders of The
Bank of Hemet as a group must sell between 75% and 88% of the stock received. In
the public offering, Pacific Community Banking Group will sell its shares for a
minimum of $15.00 per share. This is equivalent to a minimum of $51.00 for each
share of The Bank of Hemet common stock surrendered, not counting the warrants.
Please furnish copies of the enclosed materials
to those of your clients for whose accounts you hold shares of The Bank of Hemet
registered in your name or in the name of your nominee.
THE OFFER IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING THE FOLLOWING:
- a majority of the holders of the common stock of The Bank of Hemet must
vote to approve the acquisition by Pacific Community Banking Group;
- all conditions to the public offering of Pacific Community Banking
Group's common stock, firmly underwritten by Sutro & Co., Incorporated,
must be satisfied, except for closing of the acquisition of The Bank of
Hemet.
ENCLOSED FOR YOUR INFORMATION AND USE ARE COPIES OF THE FOLLOWING DOCUMENTS:
1. A Proxy Statement/Prospectus, dated June 25, 1999, including on its
cover a letter to the shareholders of The Bank of Hemet from James B.
Jaqua, President and Chief Executive Officer of The Bank of Hemet.
2. A proxy card for shareholders of The Bank of Hemet to vote on the
acquisition by Pacific Community Banking Group and other matters
presented to the shareholders at the annual meeting.
3. A Custody Agreement, Letter of Transmittal, Power of Attorney and Offer
of Sale (the "Shareholder Documents") to be used by holders of shares of
The Bank of Hemet Common Stock to surrender their shares for exchange and
offer their new shares of Pacific Community Banking Group common stock to
the underwriters of the public offering for resale to the public, with a
space for the holder to state a preference of receiving cash or stock in
the offering.
4. IRS Form W-9, including instructions.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE RIGHT TO PARTICIPATE IN THE PUBLIC OFFERING EXPIRES AT 5:00
P.M., CALIFORNIA TIME, ON FRIDAY, JULY 23, 1999. THE EXCHANGE AGENT MUST
RECEIVE THE SHAREHOLDER DOCUMENTS BY THAT TIME.
In all cases, Pacific Community Banking Group will issue shares of its
common stock in exchange for shares of The Bank of Hemet common stock only after
the Exchange Agent receives certificates evidencing the shares of The Bank of
Hemet common stock (or a confirmation of a book-entry transfer of those shares
into the Depositary's account at a book-entry transfer facility). In all cases,
shares of Pacific Community Banking Group common stock will not be offered for
sale in the public offering unless the holder has timely submitted a Letter of
Transmittal properly completed and duly executed, and any other required
documents.
Pacific Community Banking Group will not pay any fees or commissions to any
broker, dealer or other person (other than the Transfer Agent and the Exchange
Agent) in connection with the solicitation of tenders of The Bank of Hemet
common stock pursuant to this exchange offer. However, Pacific Community Banking
Group will reimburse you for customary mailing and handling expenses incurred by
you in forwarding any of the enclosed materials to your clients. Pacific
Community Banking Group will pay or cause to be paid any stock transfer taxes
payable with respect to the transfer of shares of common stock to it.
Any inquiries you may have with respect to this offer should be addressed to
The Bank of Hemet, 3715 Sunnyside Drive, The Bank of Hemet, Riverside,
California 92506, attention Mr. James B. Jaqua.
Additional copies of the enclosed material may be obtained from the Exchange
Agent, U.S. Stock Transfer Corporation, at the address first shown above.