EXHIBIT 99.7
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[YELLOW PAPER]
ELECTION FORM AND LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF FIRST
FEDERAL FINANCIAL BANCORP, INC.
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DESCRIPTION OF SHARES SURRENDERED (PLEASE FILL IN. ATTACH SEPARATE SCHEDULE IF
NEEDED)
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NAME(S) AND ADDRESS OF REGISTERED HOLDER(S)
If there is any error in the name or address
shown below, please make the necessary
corrections. CertificatesNo(s) Number of Shares
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TOTAL SHARES
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Mail or deliver this Election Form and Letter of Transmittal, or a
facsimile, together with the certificate(s) representing your shares of First
Federal Financial Bancorp, Inc. common stock, to the Exchange Agent:
AMERICAN STOCK TRANSFER & TRUST COMPANY
FOR INFORMATION CALL: (800) 937-5449
By Mail or Overnight Delivery: By Hand: By Facsimile:
American Stock Transfer & Trust Company American Stock Transfer & Trust Company American Stock Transfer & Trust Company
59 Maiden Lane 59 Maiden Lane Attention: Reorganization Department
New York, NY 10038 New York, NY 10038 718-234-5001
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Method of delivery of the certificate(s) is at the option and risk of the
owner thereof. SEE INSTRUCTION 6.
ELECTION DEADLINE IS 5:00 P.M., EASTERN TIME, ON JUNE 16, 2003 (AMERICAN
STOCK TRANSFER & TRUST COMPANY MUST RECEIVE YOUR ELECTION MATERIALS NO LATER
THAN THIS TIME.)
IF YOUR CERTIFICATE(S) HAS BEEN LOST, STOLEN, MISPLACED OR MUTILATED,
CONTACT THE EXCHANGE AGENT AT THE NUMBER ABOVE. SEE INSTRUCTION 4.
Pursuant to the terms of the Agreement and Plan of Merger, dated as of
December 30, 2002 (Merger Agreement) by and between Classic Bancshares, Inc.
(Classic) and First Federal Financial Bancorp, Inc. (First Federal), upon
consummation of the merger of Classic and First Federal, each share of First
Federal common stock will be converted into the right to receive either $24.00
in cash or .9797 of a share of Classic common stock. First Federal shareholders
are being given the opportunity to elect the form of consideration to be
received by them in the merger. For a full discussion of the merger and effect
of this election, see the joint proxy statement/prospectus dated May 16, 2003.
THIS ELECTION GOVERNS THE CONSIDERATION THAT YOU, AS A SHAREHOLDER OF FIRST
FEDERAL, WILL RECEIVE IF THE MERGER IS APPROVED AND CONSUMMATED. THIS ELECTION
MAY ALSO AFFECT THE INCOME TAX TREATMENT OF THE CONSIDERATION THAT YOU RECEIVE.
Complete the box on page 2 to make an election (1) to have all of your
shares of First Federal common stock converted into the right to receive shares
of Classic common stock (a Stock Election), OR (2) to have all of your shares of
First Federal common stock converted into the right to receive $24.00 in cash (a
Cash Election), OR (3) to have the indicated number of your shares of First
Federal common stock converted into the right to receive shares of Classic
common stock and the remainder of your shares converted into the right to
receive $24.00 per share in cash (Mixed Election) OR (4) to indicate that you
make no election. If the NON-ELECTION box is checked, you will receive either
stock or cash or a combination of stock or cash pursuant to the proration and
allocation procedures set forth in the Merger Agreement after all Stock
Elections, Cash Elections and Mixed Elections have been given effect.
The Merger Agreement generally provides that 50% of the outstanding shares
of First Federal common stock will be converted into Classic common stock and
50% of the outstanding shares of First Federal common stock will be converted
into cash. The Merger Agreement contains allocation and proration procedures to
achieve this result. Accordingly, depending on the elections of other First
Federal stockholders, the amount of cash and/or stock that you receive may
differ from the amounts you elect to receive.
TO BE EFFECTIVE, THIS ELECTION FORM AND LETTER OF TRANSMITTAL MUST BE
PROPERLY COMPLETED, SIGNED AND DELIVERED TO THE EXCHANGE AGENT, TOGETHER WITH
THE CERTIFICATES REPRESENTING YOUR SHARES OF FIRST FEDERAL COMMON STOCK, AT THE
ADDRESS ABOVE PRIOR TO THE ELECTION DEADLINE.
ELECTION
I hereby elect to receive the following as consideration for my shares of First
Federal common stock: (check only one box)
[ ] STOCK ELECTION - Each share of First Federal common stock [ ] NON-ELECTION
converted into .9797 of a share of Classic common stock.
You will be deemed to have made a NON-ELECTION if:
[ ] CASH ELECTION - Each share of First Federal common stock
converted into $24.00 in cash.
A. No choice is indicated above;
[ ] MIXED ELECTION B. You fail to follow the instructions on this Election Form
and Letter of Transmittal (including submission of your
_______________ shares of First Federal common stock First Federal common stock certificates) or
(INSERT NUMBER) converted into shares of Classic otherwise fail properly to make an election; or
common stock.
C. A completed Election Form and Letter of Transmittal
My remaining shares of First Federal (including submission of your First Federal common stock
common stock converted into $24.00 certificates) is not actually received by the Election
per share in cash (without interest). Deadline.
The undersigned represents that I (we) have full authority to surrender
without restriction the certificate(s) for exchange. Please issue the new
certificate and/or check in the name shown above to the above address unless
instructions are given in the boxes below.
SPECIAL ISSUANCE/PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
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Complete ONLY if the new certificate and/or check Complete ONLY if the new certificate and/or check is to be mailed
is to be issued in a name that differs from the name to an address other than the address reflected above. Mail to:
on the surrendered certificate(s).
Issue to:
Name:
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Name:
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Address:
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Address:
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SEE INSTRUCTION 9
(Please also complete Substitute Form W-9 on page 2
AND see instructions regarding signature guarantee.
SEE INSTRUCTIONS 8 AND 9)
YOU MUST SIGN IN THE BOX BELOW
* SIGNATURE(S) REQUIRED * SIGNATURE(S) GUARANTEED (IF REQUIRED)
Signature(s) of Registered Holder(s) or Agent SEE INSTRUCTION 8.
Must be signed by the registered holder(s) EXACTLY Unless the shares are tendered by the registered holder(s) of the
as name(s) appears(s) on stock certificate(s). If common stock, or for the account of a member of a Signature
signature is by a trustee, executor, administrator, Guarantee Program, Stock Exchange Medallion Program or New
guardian, attorney-in-fact, officer for a corporation York Stock Exchange Medallion Signature Program, your signature(s) must
acting in a fiduciary or representative capacity, or be guaranteed by an Eligible Institution.
other person, please set forth full title.
SEE INSTRUCTIONS 7, 8 AND 9.
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Registered Holder Authorized Signature
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Registered Holder Name of Firm
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Title, if any Address of Firm - Please Print
Date: ________ Phone No.: ______________
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ALSO: SIGN AND PROVIDE YOUR TAX ID NUMBER ON PAGE 3 OF THIS FORM.
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IMPORTANT TAX INFORMATION
Under federal income tax law, a non-exempt shareholder is required to provide
the Exchange Agent with such shareholder's correct Taxpayer Identification
Number (TIN) on the Substitute Form W-9 below. If the certificate(s) are in more
than one name or are not in the name of the actual owner, consult the enclosed
Substitute Form W-9 guidelines for additional guidance on which number to
report. FAILURE TO PROVIDE THE INFORMATION ON THE FORM MAY SUBJECT THE
SURRENDERING SHAREHOLDER TO 30% FEDERAL INCOME TAX WITHHOLDING ON THE PAYMENT OF
ANY CASH. If the Exchange Agent is not provided with a TIN before payment is
made, the Exchange Agent will withhold 30% on all payments to such surrendering
shareholders of any cash consideration due for their former shares. Please
review the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional details on which TIN to give the
Exchange Agent.
PAYER: AMERICAN STOCK TRANSFER & TRUST COMPANY
PART I Taxpayer Identification Number (TIN)
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Enter your TIN in the appropriate box. Social Security Number
For individuals, this is your social
security number. HOWEVER, FOR A RESIDENT
ALIEN, SOLE PROPRIETOR, OR DISREGARDED
ENTITY, SEE TAXPAYER IDENTIFICATION NUMBER ON
GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9.
OR
For other entities, it is your employer
identification number. If you do not
have a number, see HOW TO GET A TIN on
GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9.
NOTE: IF THE ACCOUNT IS IN MORE THAN ONE NAME, Employer identification
SEE THE CHART ON GUIDELINES FOR CERTIFICATION number
OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9.
PART II Certification
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Under penalties of perjury, I certify that:
1. The number shown on this form is my correct TIN (or I am
waiting for a number to be issued to me), AND
2. I am not subject to backup withholding because: (A) I am
exempt from backup withholding, or (B) I have not been notified by the
Internal Revenue Service (IRS) that I am subject to backup withholding as
a result of a failure to report all interest or dividends, or (C) the IRS
has notified me that I am no longer subject to backup withholding, AND
3. I am a U.S. person (including a U.S. resident alien).
CERTIFICATION INSTRUCTIONS. You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return.
SIGN Signature of
HERE U.S. Person DATE
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INSTRUCTIONS
(Please read carefully the instructions below)
1. ELECTION DEADLINE: For any election contained herein to be considered, this
Election Form and Letter of Transmittal, or a facsimile thereof, properly
completed and signed, together with the related First Federal common stock
certificates, MUST BE RECEIVED BY THE EXCHANGE AGENT AT THE ADDRESS ON THE FRONT
OF THIS ELECTION FORM AND LETTER OF TRANSMITTAL NO LATER THAN 5:00 P.M., EASTERN
TIME, ON JUNE 16, 2003. The Exchange Agent, in its sole discretion, will
determine whether any Election Form and Letter of Transmittal is received on a
timely basis and whether an Election Form and Letter of Transmittal has been
properly completed.
2. REVOCATION OR CHANGE OF ELECTION FORM: Any Election Form and Letter of
Transmittal may be revoked or changed by written notice from the person
submitting such form to the Exchange Agent, but to be effective such notice must
be received by the Exchange Agent at or prior to the Election Deadline. The
Exchange Agent will have discretion to determine whether any revocation or
change is received on a timely basis and whether any such revocation or change
has been properly made.
3. SURRENDER OF CERTIFICATE(S): For any election contained herein to be
effective, this Election Form and Letter of Transmittal must be accompanied by
the certificate(s) evidencing your shares and any required accompanying
evidences of authority.
4. LOST CERTIFICATE(S): If the certificate(s) that a registered holder (or
transferee) wants to surrender has been lost or destroyed, that fact should be
indicated on the face of this Election Form and Letter of Transmittal which
should then be delivered to the Exchange Agent after being otherwise properly
completed and duly executed. In such event, the Exchange Agent will forward
additional documentation necessary to be completed in order to effectively
replace such lost or destroyed certificate(s).
5. TERMINATION OF MERGER: In the event of termination of the Merger Agreement,
the Exchange Agent will promptly return stock certificates representing shares
of First Federal common stock. In such event, shares of First Federal common
stock held through nominees are expected to be available for sale or transfer
promptly following Classic's decision not to act so as to prevent the
termination of the Merger Agreement. Certificates representing shares of First
Federal common stock held directly by First Federal stockholders will be
returned by registered mail (with attendant delay). The Exchange Agent and
Classic will use their commercially reasonable efforts to cooperate with First
Federal and First Federal stockholders to facilitate return of First Federal
stock certificates in the event of termination of the Merger Agreement, but
return of certificates other than by registered mail will only be made at the
expense, written direction and risk of First Federal stockholders, accompanied
by a pre-paid, pre-addressed return courier envelope sent to the Exchange Agent.
6. METHOD OF DELIVERY: Your old certificate(s) and the Election Form and Letter
of Transmittal must be sent or delivered to the Exchange Agent. Do not send them
to Classic or First Federal. The method of delivery of certificates to be
surrendered to the Exchange Agent at the address set forth on the front of the
Election Form and Letter of Transmittal is at the option and risk of the
surrendering shareholder. Delivery will be deemed effective only when received.
If the certificate(s) are sent by mail, registered mail with return receipt
requested and properly insured is suggested. A return envelope is enclosed.
7. NEW CERTIFICATE/CHECK ISSUED IN THE SAME NAME: If the new certificate and/or
check are to be issued in the same name as the surrendered certificate is
registered, the Election Form and Letter of Transmittal should be completed and
signed exactly as the surrendered certificate is registered. DO NOT SIGN THE
CERTIFICATE(S). Signature guarantees are not required if the certificate(s)
surrendered herewith are submitted by the registered owner of such shares who
has not completed the section entitled "Special Issuance/Payment Instructions"
or are for the account of an Eligible Institution, as defined below. If any of
the shares surrendered hereby are owned by two or more joint owners, all such
owners must sign this Election Form and Letter of Transmittal exactly as written
on the face of the certificate(s). If any shares are registered in different
names on several certificates, it will be necessary to complete, sign and submit
as many separate Election Forms and Letters of Transmittal as there are
different registrations. Election Forms and Letters of Transmittal executed by
trustees, executors, administrators, guardians, officers of corporations, or
others acting in a fiduciary capacity who are not identified as such in the
registration must be accompanied by proper evidence of the signer's authority to
act.
8. NEW CERTIFICATE/CHECK ISSUED IN DIFFERENT NAME: If the section entitled
"Special Issuance/Payment Instructions" is completed, then signatures on this
Election Form and Letter of Transmittal must be guaranteed by a firm that is a
bank, broker, dealer, credit union, savings association or other entity which is
a member in good standing of the Securities Transfer Agents' Medallion Program
(each an "Eligible Institution"). If the surrendered certificates are registered
in the name of a person other than the signer of this Election Form and Letter
of Transmittal, or if issuance is to be made to a person other than the signer
of this Election Form and Letter of Transmittal, or if the issuance is to be
made to a person other than the registered owner(s), then the surrendered
certificates must be endorsed or accompanied by duly executed stock powers, in
either case signed exactly as the name(s) of the registered owners appear on
such certificate(s) or stock power(s), with the signatures on the certificate(s)
or stock power(s) guaranteed by an Eligible Institution as provided herein.
9. SPECIAL ISSUANCE/PAYMENT AND DELIVERY INSTRUCTIONS: Indicate the name and
address in which the new certificate and/or check is to be sent if different
from the name and/or address of the person(s) signing this Election Form and
Letter of Transmittal. The shareholder is required to give the social security
number or employer identification number of the record owner of the shares. If
Special Issuance/Payment Instructions have been completed, the shareholder named
therein will be considered the record owner for this purpose.
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