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
VALLEY BANK
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 Valley Bank by Pacific Community Banking Group is
approved,
all shares of Valley Bank 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 Valley
Bank, a California corporation. In exchange for every three shares of Valley
Bank common stock, Pacific Community Banking Group offers two 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 4, 1999 and April 22,
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 Valley
Bank as a group must sell 60% 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 $10.00 for each share of Valley Bank
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 Valley Bank registered in your
name or in the name of your nominee.
THE OFFER IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING THE FOLLOWING:
- two-thirds of the holders of the common stock of Valley Bank 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 Valley Bank.
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 Valley Bank from N. Douglas Mills,
President and Chief Executive Officer of Valley Bank.
2. A proxy card for shareholders of Valley Bank 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 to be used by holders of shares of Valley Bank 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 Valley Bank common stock only after the
Exchange Agent receives certificates evidencing the shares of Valley Bank 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 Valley Bank 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
Valley Bank 24010 Sunnymead Boulevard, Moreno Valley, California 92553,
attention Mr. N. Douglas Mills.
Additional copies of the enclosed material may be obtained from the Exchange
Agent, U.S. Stock Transfer Corporation, at the address first shown above.