Exhibit 99.2
WESTBOROUGH FINANCIAL SERVICES, INC.
PROPOSED HOLDING COMPANY FOR
WESTBOROUGH SAVINGS BANK
(TO BE NAMED THE WESTBOROUGH BANK)
WESTBOROUGH, MASSACHUSETTS
PROPOSED MARKETING MATERIALS
Marketing Materials for
Westborough Financial Services, Inc.
Westborough, Massachusetts
TABLE OF CONTENTS
I. Press Release
A. Explanation
B. Schedule
C. Distribution List
D. Press Release Examples
II. Advertisements
A. Explanation
B. Schedule
C. Advertisement Examples
III. Officer and Director Support Brochure
A. Explanation
B. Method of Distribution
C. Example
IV. IRA Mailing
A. Explanation
B. Quantity and Method of Distribution
C. IRA Mailing Example
V. Counter Cards and Lobby Posters
A. Explanation
B. Quantity
VI. Invitations
A. Explanation
B. Quantity - Method of Distribution
C. Examples
VII. Letters
A. Explanation
B. Method of Distribution
C. Examples
I. Press Releases
A. Explanation
In an effort to assure that all customers, community members and other
interested investors receive prompt accurate information in a simultaneous
manner, the Bank will forward press releases to area newspapers, radio
stations, etc. at various points during the Conversion and Reorganization
process.
Only press releases approved by Issuer's Counsel, the FDIC and the
Commissioner of Banks of Commonwealth of Massachusetts will be forwarded
for publication.
B. Schedule
1. Approval of Conversion and Reorganization
2. Close of Stock Offering
NATIONAL AND LOCAL DISTRIBUTION LIST
The Bank should provide a supplemental distribution list that includes all local
newspapers that it considers to be within its market area.
(TO BE PROVIDED)
Press Release FOR IMMEDIATE RELEASE
---------------------
For More Information Contact:
Joseph F. MacDonough
President and Chief Executive Officer
Westborough Savings Bank
(508) 366-4111
WESTBOROUGH SAVINGS
REORGANIZATION FROM MUTUAL TO MUTUAL
HOLDING COMPANY APPROVED
Joseph F. MacDonough, President and Chief Executive Officer of Westborough
Savings Bank (the "Bank"), Westborough, Massachusetts, announced today that the
Bank has received approval from the Commissioner of Banks of the Commonwealth of
Massachusetts and Federal Deposit Insurance Corporation to reorganize from a
mutual savings bank into the mutual holding company structure. As part of the
reorganization, the Bank will become a wholly-owned subsidiary of Westborough
Financial Services, Inc., to serve as the holding company of the Bank.
Pursuant to a Plan of Reorganization from a Mutual Savings Bank to a
Mutual Holding Company and Stock Issuance Plan, Westborough Financial Services,
Inc. is offering up to 747,500 shares, subject to adjustment, of its common
stock, at a price of $10.00 per share. The stock will be offered on a priority
basis to depositors of the bank as of December 31, 1997, depositors of the Bank
as of December 31, 1998 and Westborough Financial Services, Inc.'s Employee
Stock Ownership Plan. Concurrent with the subscription offering, and subject to
availability, stock will be offered to persons who reside in the towns of
Grafton, Hopkinton, Northborough, Shrewsbury, Southborough and Westborough. The
subscription and community offerings (together, the "Offering") will be managed
by Trident Securities, a division of McDonald Investments, of Raleigh, North
Carolina. A Prospectuses describing, among other things, the terms of the
Offering will be mailed to eligible depositors of the Bank on or about
________, 1999.
As a result of the reorganization, the Bank will operate as a subsidiary
of Westborough Financial Services, Inc. under the name "The Westborough Bank".
According to Mr. MacDonough, "Our day to day operations will not change as a
result of the reorganization and deposits will continue to be insured in full,
up to the applicable legal limits of the FDIC and the Deposit Insurance Fund for
Massachusetts-chartered savings banks."
Customers or members of the community with questions concerning the
reorganization should call the Stock Information Center at (508)
________________, or visit the Bank's main office at 100 East Main Street,
Westborough, Massachusetts.
This is neither an offer to sell nor a solicitation of an offer to buy the stock
of Westborough Financial Services, Inc. The offer is made only by the
Prospectus. The shares of common stock are not deposits or savings accounts and
will NOT be insured by the Federal Deposit Insurance Corporation or any other
government agency.
Press Release FOR IMMEDIATE RELEASE
---------------------
For More Information Contact:
Joseph F. MacDonough
President and Chief Executive Officer
Westborough Savings Bank
(508) 366-4111
WESTBOROUGH FINANCIAL SERVICES, INC. , INC. COMPLETES REORGANIZATION
AND STOCK SALE
Westborough, Massachusetts - (_______, 1999) Joseph F. MacDonough,
President and Chief Executive Officer of Westborough Savings Bank, now known as
the Westborough Bank (the "Bank"), announced today that Westborough Financial
Services, Inc. (the "Company"), the holding company for the Bank, will complete
its stock offering on _________, 1999 in connection with the Bank's
reorganization from a mutual savings bank into the mutual holding company
structure. __________ shares were sold at $10.00 per share in connection with
the stock offering.
On ________, 1999, the Bank's Plan of Reorganization from a Mutual Savings
Bank to a Mutual Holding Company and Stock Issuance Plan was approved by the
Bank's corporators at a Special Meeting.
Mr. MacDonough indicated that the board of trustees of the Bank wants to
express their thanks for the response to the stock offering and that the Bank
looks forward to continuing to serve the needs of its customers and the
community as a stock institution. The offering was managed by Trident
Securities. The stock is expected to commence trading on the OTC Bulletin Board
under the symbol "WESI" on ___________, 1999.
II. Advertisements
A. Explanation
The intended use of the attached advertisement "A" is to notify the Bank's
customers and members of the local community that the reorganization
offering is underway.
The intended use of advertisement "B" is to remind the Bank's customers
and members of the local community of the closing date of the stock
offering.
B. Media Schedule
1. Advertisement A - To be run immediately following regulatory
approval and run as often as weekly thereafter.
2. Advertisement B - To be run during the last week of the subscription
offering.
The Bank may, depending upon the response from customers and the
community, choose to run fewer ads or no ads at all.
Advertisement (A)
- --------------------------------------------------------------------------------
This announcement is neither an offer to sell nor a solicitation of
an offer to buy these securities. The offer is made only by the
Prospectus. These shares have not been approved or disapproved by
the Securities and Exchange Commission, the Federal Deposit
Insurance Corporation or the e Commissioner of Banks of the
Commonwealth of Massachusetts, nor has such commission or
corporation passed upon the accuracy or adequacy of the prospectus.
ANY representation to the contrary is unlawful.
NEW ISSUE _______, 1999
________ SHARES
These shares are being offered pursuant to a Plan of Reorganization
from a Mutual Savings Bank to a Mutual Holding Company and
Stock Issuance Plan whereby
WESTBOROUGH SAVINGS BANK
Westborough, Massachusetts will
convert from the mutual form of ownership
to the mutual holding company form of organization
and become a wholly-owned subsidiary of
WESTBOROUGH FINANCIAL SERVICES, INC.
COMMON STOCK
---------------
PRICE $10.00 PER SHARE
---------------
TRIDENT SECURITIES
For a copy of the prospectus call (508) ________.
Copies of the Prospectus may be obtained in any State in which this announcement
is circulated from the undersigned or such other brokers and dealers
as may legally offer these securities in such state.
- --------------------------------------------------------------------------------
Advertisement (B)
- --------------------------------------------------------------------------------
ATTENTION: WESTBOROUGH SAVINGS BANK'S ELIGIBLE
DEPOSITORS AND MEMBERS OF OUR LOCAL COMMUNITY
_____________, IS THE DEADLINE TO
ORDER STOCK OF WESTBOROUGH FINANCIAL SERVICES, INC.
Eligible depositors of Westborough Savings Bank
and members of our local community have the opportunity
to invest in Westborough Savings Bank by subscribing
for common stock in its proposed holding company
WESTBOROUGH FINANCIAL SERVICES, INC.
A Prospectus relating to these securities is available at our
office or by calling our
Stock Information Center at (508) _____________.
This announcement is not an offer to sell or a solicitation of an
offer to buy the stock of Westborough Financial Services, Inc. The
offer is made only by the Prospectus. The shares of common stock are
not deposits or savings accounts and will not be insured by the Federal
Deposit Insurance Corporation or any other government agency.
- --------------------------------------------------------------------------------
III. Officer and Trustee Brochure
A. Explanation
An Officer and Trustee Brochure merely highlights in brochure form the
purchase commitments shown in the Prospectus.
B. Quantity
An Officer and Trustee brochure is proposed to be sent out in the initial
mailing to all the customers and stockholders of the Bank along with the
Prospectus. Alternatively, the information contained in this brochure may
be combined with the Question and Answer brochure.
TRUSTEE AND EXECUTIVE OFFICER
INTENDED PURCHASES
NAME Aggregate Purchase Price Number of Shares Percent at Midpoint
- ---- ------------------------ ---------------- -------------------
All trustees and
executive officers of
the Bank as a group
(___) persons
IV. IRA Mailing
A. Explanation
A special IRA mailing is proposed to be sent to all IRA customers of the
Bank in order to alert the customers that funds held in an IRA can be used
to purchase stock. Since this transaction is not as simple as designating
funds from a certificate of deposit like a normal stock purchase, this
letter informs the customer that this process is slightly more detailed
and involves a personal visit to the Bank.
B. Quantity
One IRA letter is proposed to be mailed to each IRA customer of the Bank.
These letters would be mailed following regulatory approval of the
reorganization and after each customer or stockholder has received the
initial mailing containing a Prospectus.
C. Example - See following page.
Westborough Savings Bank Letterhead
________, 1999
Dear Individual Retirement Account Participant:
You have probably read recently in the newspaper that Westborough Savings
Bank (the "Bank") will soon be reorganizing from a mutual savings bank into a
mutual holding company structure. This reorganization is the biggest step in the
history of the Bank in that it allows customers, community members, employees,
officers and trustees the opportunity to subscribe for stock in our new holding
company - Westborough Financial Services, Inc. (the "Company"). Through the
reorganization, certain current and former customers have a priority right to
purchase shares of common stock of the Company in a subscription offering. The
Company currently is offering up to 747,500 shares, subject to adjustment, of
the Company at a price of $10.00 per share.
As the holder of an individual retirement account ("IRA") at the Bank, you
have an opportunity to become a stockholder in the Company using some or all of
the funds being held in your IRA. If you desire to purchase shares of common
stock of the Company through your IRA, the Bank can assist you in self-directing
those funds. This process can be done without an early withdrawal penalty and
generally without a negative tax consequence to your retirement account.
If you are interested in receiving more information on self-directing your
IRA, please contact our Stock Information Center at (508) ____________. Because
it may take several days to process the necessary IRA forms, a response is
requested (but not required) by _______, 1999 to accommodate your interest.
Sincerely,
Joseph F. MacDonough
President and Chief Executive Officer
This letter is neither an offer to sell nor a solicitation of an offer to buy
Westborough Financial Services, Inc. common stock. The offer is made only by the
Prospectus, which was recently mailed to you. THE SHARES OF WESTBOROUGH
FINANCIAL SERVICES, INC. COMMON STOCK ARE NOT DEPOSITS AND WILL NOT BE INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
V. Counter Cards and Lobby Posters
A. Explanation
Counter cards and lobby posters serve two purposes: (1) as a notice to the
Bank's customers and members of the local community that the stock sale is
underway and (2) to remind customers and members of the local community of
the end of the subscription and community offerings.
B. Quantity
Approximately 2 - 3 Counter cards may be used in each branch location.
Approximately 1 - 2 Lobby posters may be used at each branch office.
C. Example
C. POSTER
OR
COUNTER CARD
Westborough Financial Services, Inc.
Proposed Holding Company for
Westborough Bank to be renamed
"The Westborough Bank"
"STOCK OFFERING MATERIALS
AVAILABLE HERE"
Subscription and Community Offerings End
_______, 1999
VI. Invitations
A. Explanation
In order to educate customers and the public about the stock offering, the
Bank may hold several Community Meetings in various locations. In an
effort to target a group of interested investors Trident will request that
each Trustee and Officer of the Bank submit a list of prospective
investors that he/she would like to invite to a Community Meeting.
Prospectuses are given to each prospect at the Community meeting.
B. Quantity and Method of Distribution
An invitation is mailed to each prospect.
The Trustees, Officers & Employees
of
Westborough Savings Bank
cordially invite you
to attend a brief presentation
regarding the stock offering of
Westborough Financial Services, Inc.
Please join us at
Place
Address
on
Date
at Time
for hors d'oeuvres
R.S.V.P.
(508) _________________
VII. Letters
A. Explanation
Once the application for reorganization has received regulatory approval,
the Bank may send out a series of up to three letters to targeted
prospects. These letters are used to help facilitate the marketing effort
to this group. All prospects will receive a Prospectus as soon as they are
available.
B. Method of Distribution
Each prospect is sent a series of up to three letters during the
subscription and community offerings.
C. Examples
1. Introductory letter
2. A. Thank you letter
or
B. Sorry you were unable to attend letter
3. Final reminder letter
Example 1
(Introductory Letter) (non-eligible prospects)
(Westborough Savings Bank Letterhead)
_______, 1999
Name
Address
City, State, Zip
Dear Name:
You have probably read recently in the newspaper that Westborough Savings
Bank (the "Bank") will soon be reorganizing from a mutual savings bank into a
mutual holding company structure. This reorganization is the biggest step in the
history of the Bank in that it allows customers, community members, employees,
officers and trustees the opportunity to subscribe for stock in our new holding
company - Westborough Financial Services, Inc. (the "Company").
I have enclosed a Prospectus and a Stock Order Form that will allow you to
subscribe for shares and possibly become a charter stockholder of the Company
should you so desire. In addition, we will be holding several presentations for
friends of the Bank in order to review the reorganization and the merits of
becoming a charter stockholder of the Company. You will receive an invitation
shortly.
I hope that if you have any questions you will feel free to call me or the
Bank's Stock Information Center at (508) _____________. I look forward to seeing
you at our presentation.
Sincerely,
Joseph F. MacDonough
President and Chief Executive Officer
THE SHARES OF COMMON STOCK OFFERED IN THE REORGANIZATION ARE NOT DEPOSITS AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY STOCK. THE
OFFER WILL BE MADE ONLY BY THE PROSPECTUS.
Example 2A
(Thank You Letter)
(Westborough Savings Bank Letterhead)
___________, 1999
Name
Address
City, State, Zip
Dear Name:
On behalf of the Board of Trustees and management of Westborough Savings
Bank, I would like to thank you for attending our recent presentation regarding
the stock offering by Westborough Financial Services, Inc. We are enthusiastic
about the stock offering and look forward to completing the subscription and
community offerings on or about _______, 1999.
I hope that you will join me in being a charter stockholder, and once
again thank you for your interest.
Sincerely,
Joseph F. MacDonough
President and Chief Executive Officer
THE SHARES OF COMMON STOCK OFFERED IN THE REORGANIZATION ARE NOT SAVINGS
ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.
THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY STOCK. THE
OFFER WILL BE MADE ONLY BY THE PROSPECTUS.
Example 2B
(Sorry You Were Unable to Attend)
(Westborough Savings Bank Letterhead)
_______________, 1999
Name
Address
City, State, Zip
Dear Name:
I am sorry you were unable to attend our recent presentation regarding
Westborough Savings Bank's reorganization. The Board of Trustees and management
are committed to building long term stockholder value, and as a group we are
investing over $______ of our own funds in Westborough Financial Services, Inc.
We are enthusiastic about the stock offering and look forward to completing the
subscription and community offerings on or about _______, 1999.
We have established a Stock Information Center to answer any questions
regarding the stock offering. Should you require any assistance between now and
_______, I encourage you either to stop by any office of Westborough Savings
Bank or to call our Stock Information Center at (508) ____________.
I hope you will join me in becoming a charter stockholder of Westborough
Financial Services, Inc.
Sincerely,
Joseph F. MacDonough
President and Chief Executive Officer
THE SHARES OF COMMON STOCK OFFERED IN THE REORGANIZATION ARE NOT SAVINGS
ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.
THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY STOCK. THE
OFFER WILL BE MADE ONLY BY THE PROSPECTUS.
Example 3
(Final Reminder Letter)
(Westborough Savings Bank Letterhead)
___________, 1999
Name
Address
City, State, Zip
Dear Name:
Just a quick note to remind you that the deadline is quickly approaching
for subscribing for stock in Westborough Financial Services, Inc., the proposed
holding company for The Westborough Bank (formerly known as Westborough Savings
Bank). I hope you will join me in becoming a charter stockholder in Central
Massachusetts's newest publicly owned financial institution holding company.
The deadline for subscribing for shares to become a charter stockholder is
_______, 1999. If you have any questions, I hope you will call our Stock
Information Center at (508) __________________.
Once again, I look forward to having you join me as a stockholder of
Westborough Financial Services, Inc.
Sincerely,
Joseph F. MacDonough
President and Chief Executive Officer
THE SHARES OF COMMON STOCK OFFERED IN THE REORGANIZATION ARE NOT SAVINGS
ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.
THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY STOCK. THE
OFFER WILL BE MADE ONLY BY THE PROSPECTUS.