EXHIBIT 99.5
FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP SECOND STEP TRANSACTION
MARKETING MATERIALS
TABLE OF CONTENTS(1)
CORRESPONDENCE
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Letter to Certain Voting Record Date Borrowers and Depositors (eligible to vote
and buy)
Letter to Closed Deposit Accountholders (eligible to buy, not vote)
Letter to Voting Record Date Public Stockholders
Potential Investor Letter (Call-In Community Members)
Ryan Beck "Broker Dealer" Letter
Stock Order Acknowledgment Letter
Stock Certificate Mailing Letter
Customer Vote Reminder Proxygram for Plan of Conversion Vote - #1
Customer Vote Reminder Proxygram for Plan of Conversion Vote - #2
ADVERTISEMENTS
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Tombstone Newspaper Advertisement (OPTIONAL - REQUIRES A COMMUNITY OFFERING BE
UNDERWAY)
Lobby Posters:
Vote
-or-
Vote and Offering (optional)
Bank Statement Vote Reminder (optional)
Stock Information Center Location Poster
FORMS
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Stock Order Form
Stockholder Proxy Card - Not included. Drafted by counsel.
Customer Proxy Card - Not included. Drafted by counsel.
OTHER
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Questions & Answers Brochure
Map
Envelopes
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(1) DOES NOT INCLUDE 401(K) OFFERING MATERIALS.
NOTE: POST-CLOSING, THERE WILL BE A MAILING OF EXCHANGE DOCUMENTS TO ALPENA
BANCSHARES, INC. REGISTERED STOCKHOLDERS, REQUESTING THEIR "OLD" STOCK
CERTIFICATES BEFORE NEW CERTIFICATES WILL BE MAILED TO THEM BY THE EXCHANGE
AGENT. COUNSEL WILL DRAFT THE EXCHANGE DOCUMENTS. STREET NAME SHARES ARE
AUTOMATICALLY EXCHANGED UPON THE CLOSING. NO STOCKHOLDER ACTION IS NEEDED.
NOTE: COMMUNITY MEETINGS FOR POTENTIAL INVESTORS ARE NOT ANTICIPATED.
NOTE: SUBJECT TO CHANGES IN MARKET CONDITIONS BEFORE THE OFFERING COMMENCES, WE
WILL NOT DECIDE WHETHER/WHEN TO CONDUCT A COMMUNITY OFFERING UNTIL AFTER THE
SUBSCRIPTION OFFERING HAS COMMENCED. THEREFORE, WE WILL RESPOND TO COMMUNITY
MEMBER REQUESTS FOR OFFERING MATERIALS ONLY IF/WHEN A COMMUNITY OFFERING HAS
STARTED. WE MAY, NONETHELESS, CHOOSE TO MAIL STOCK ORDER FORMS TO REGISTERED
STOCKHOLDERS WITH THEIR PROSPECTUS AND PROXY STATEMENT.
LETTER TO VOTING CUSTOMERS
[FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP LETTERHEAD]
Dear Valued Customer:
I am pleased to tell you about an opportunity to invest in First Federal of
Northern Michigan Bancorp, Inc. and, just as importantly, to request your vote
on two proposals. Pursuant to a Plan of Conversion and Reorganization (the
"Plan"), First Federal of Northern Michigan Bancorp, Inc. (the "Company") will
become the parent company of First Federal of Northern Michigan, and our
organization will convert from the partially public to the fully public
corporate form, through the sale of shares of common stock of First Federal of
Northern Michigan Bancorp, Inc. (the "Conversion"). Upon the conclusion of the
Conversion and related stock offering, the Company will be 100% owned by
stockholders, including the non-profit charitable foundation we propose to
establish and fund with cash and common stock.
THE PROXY VOTE
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We have received conditional regulatory approval to implement the Plan and to
establish a charitable foundation, as described in the enclosed Proxy Statement.
We must also receive the approval of our depositors and eligible borrowers. YOUR
VOTE IS IMPORTANT TO US - NOT RETURNING YOUR ENCLOSED PROXY CARD(S) HAS THE SAME
EFFECT AS VOTING "AGAINST" THE PROPOSALS. To cast your vote, please sign each
Proxy Card enclosed and return the card(s) in the Proxy Reply Envelope provided.
Our Board of Directors urges you to vote "FOR" the Plan and "FOR" the
establishment and funding of the charitable foundation. PLEASE NOTE:
o Voting does not obligate you to purchase shares of common stock in our
offering.
o There will be no change to account numbers, interest rates orother
terms of your deposit accounts or loans at our Bank, and your deposits
will continue to be insured by the FDIC, up to the maximum legal
limits.
o Our management and staff will continue to serve you, and we will
continue to operate as an independent, community-oriented bank.
THE STOCK OFFERING
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We are offering shares of common stock for sale at $10.00 per share. There will
be no sales commission charged to purchasers in the stock offering. AS AN
ELIGIBLE FIRST FEDERAL OF NORTHERN MICHIGAN DEPOSITOR OR BORROWER, YOU HAVE THE
RIGHT, BUT NO OBLIGATION, TO BUY SHARES OF THE COMPANY'S COMMON STOCK IN THE
STOCK OFFERING, BEFORE THEY ARE OFFERED FOR SALE TO THE PUBLIC. Before making an
investment decision, carefully review the information in the enclosed
Prospectus, including the section entitled "Risk Factors." If you are interested
in submitting a purchase order for shares of common stock, complete the enclosed
Stock Order Form and return it, with full payment, in the enclosed Order Reply
Envelope. Payment may be in the form of check, money order or authorization to
withdraw funds (without early withdrawal penalty) from your deposit accounts at
our Bank. If you wish to purchase stock with funds you have in an IRA, call the
Stock Information Center promptly, because IRA related procedures require
additional processing time. STOCK ORDER FORMS MUST BE RECEIVED (NOT POSTMARKED)
NO LATER THAN 10:00 A.M., ALPENA, MICHIGAN TIME, ON _______ __, 2005.
If you have questions about the offering, refer to the enclosed Prospectus and
Questions & Answers Brochure. For questions regarding voting, refer to the
enclosed Proxy Statement. You may also call our Stock Information Center at the
number shown below. I invite you to consider this opportunity to share in our
future as a stockholder of First Federal of Northern Michigan Bancorp, Inc., and
I thank you for your continued support as a customer of our Bank.
Sincerely,
Martin A. Thomson
President and Chief Executive Officer
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
SHARES OF COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF
COMMON STOCK ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
- --------------------------------------------------------------------------------
QUESTIONS?
CALL OUR STOCK INFORMATION CENTER AT (___) ___-____
FROM 9:30 A.M. TO 4:00 P.M., ALPENA, MICHIGAN TIME, MONDAY THROUGH FRIDAY
LETTER TO CLOSED DEPOSIT ACCOUNTHOLDERS (CAN BUY, NOT VOTE)
[FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC. LETTERHEAD]
Dear Friend:
I am pleased to tell you about an investment opportunity. First Federal of
Northern Michigan Bancorp, Inc., formed to be the parent company of First
Federal of Northern Michigan, is offering shares of its common stock for sale at
a price of $10.00 per share. There will be no sales commission charged to
purchasers in the offering.
OUR RECORDS INDICATE THAT YOU WERE A FIRST FEDERAL OF NORTHERN MICHIGAN
DEPOSITOR AT THE CLOSE OF BUSINESS ON OCTOBER 31, 2003 OR DECEMBER 31, 2004 WHO
SUBSEQUENTLY CLOSED YOUR ACCOUNT(S). AS SUCH, YOU HAVE THE RIGHT, BUT NO
OBLIGATION, TO BUY SHARES OF COMMON STOCK IN THE OFFERING BEFORE THEY ARE
OFFERED FOR SALE TO THE GENERAL PUBLIC.
Before making an investment decision, carefully review the information in the
enclosed Prospectus including the section entitled "Risk Factors." If you are
interested in submitting a purchase order for shares of common stock of First
Federal of Northern Michigan Bancorp, Inc., complete the enclosed Stock Order
Form and return it, with full payment, in the enclosed Order Reply Envelope. If
you wish to purchase stock with funds you have in an IRA, call the Stock
Information Center promptly, because IRA related procedures require additional
processing time. STOCK ORDER FORMS MUST BE RECEIVED (NOT POSTMARKED) NO LATER
THAN 10:00 A.M., ALPENA, MICHIGAN TIME, ON _______, 2005.
Sincerely,
Martin A. Thomson
President and Chief Executive Officer
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
SHARES OF COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF
COMMON STOCK ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
- --------------------------------------------------------------------------------
QUESTIONS?
CALL OUR STOCK INFORMATION CENTER AT (___) ___-____
FROM 9:30 A.M. TO 4:00 P.M., ALPENA, MICHIGAN TIME, MONDAY THROUGH FRIDAY
LETTER TO ALPENA BANCSHARES PUBLIC STOCKHOLDERS (REGISTERED AND STREET NAME)
[ALPENA BANCSHARES, INC. LETTERHEAD]
Dear Stockholder:
We are soliciting stockholder votes regarding (a) the second-step conversion of
Alpena Bancshares, M.H.C. from mutual to stock form and (b) the establishment of
a non-profit charitable foundation that we propose to fund with cash and shares
of common stock. Pursuant to a Plan of Conversion and Reorganization (the
"Plan"), First Federal of Northern Michigan Bancorp, Inc. (the "Company") will
succeed Alpena Bancshares, Inc. as the parent company of First Federal of
Northern Michigan, and our organization will convert from the partially public
to the fully public corporate form, through the sale of shares of common stock
of the Company. Upon the conclusion of the Conversion and related stock
offering, the Company will be 100% owned by stockholders, including the
charitable foundation.
THE CONVERSION IS AN INTERNAL CORPORATE RESTRUCTURING MEANT TO GIVE US ADDED
OPERATING FLEXIBILITY. WE HAVE NEVER BEEN AFFILIATED WITH ANOTHER BANK, AND OUR
ORGANIZATION WILL REMAIN INDEPENDENT AFTER THE CONVERSION. WE BELIEVE THE
HOLDING COMPANY'S NAME CHANGE FROM ALPENA BANCSHARES, INC. TO FIRST FEDERAL OF
NORTHERN MICHIGAN BANCORP, INC. BETTER REFLECTS OUR MARKET AREA, WHICH HAS
EXPANDED BEYOND OUR LOCAL REGION.
THE PROXY VOTE
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We have received conditional regulatory approval to implement the Plan, however
we must also receive the approval of our stockholders. Enclosed are a Proxy
Statement and a Prospectus describing the proposals before our stockholders.
PLEASE PROMPTLY VOTE THE ENCLOSED PROXY CARD. YOUR BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" THE PLAN AND "FOR" THE ESTABLISHMENT OF THE CHARITABLE FOUNDATION.
THE EXCHANGE
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At the conclusion of the offering, your current shares of Alpena Bancshares,
Inc. common stock will be exchanged for new shares of common stock of the
Company. The number of new shares of Company common stock that you receive will
be based on an exchange ratio that is described in the Prospectus. Shortly after
the completion of the Conversion and offering, we will send a transmittal form
to each stockholder who holds stock certificates. The transmittal form will
explain the procedure to follow to exchange your current shares. PLEASE DO NOT
DELIVER YOUR CERTIFICATE(S) BEFORE YOU RECEIVE THE TRANSMITTAL FORM. Shares that
are held in street name (in a brokerage account) will be converted automatically
at the conclusion of the offering; no action or documentation is required of
you.
THE STOCK OFFERING
- ------------------
We are offering shares of common stock for sale at $10.00 per share. The shares
are currently being offered in a Subscription Offering to First Federal of
Northern Michigan's eligible depositors and borrowers. If all shares are not
subscribed for in the Subscription Offering, we may choose to offer the shares
in a Community Offering to Alpena Bancshares, Inc.'s public stockholders and
others not eligible to place orders in the Subscription Offering. If you may be
interested in purchasing shares of our common stock, contact our Stock
Information Center at the number below. The Community Offering, if any, may
commence during the Subscription Offering. The stock offering period is expected
to end on _____ __, 2005. [NOTE: THIS LETTER ASSUMES NO ORDER FORM IS ENCLOSED.
IT IS POSSIBLE TO INCLUDE ORDER FORMS, BUT ONLY FOR REGISTERED HOLDERS.
BROKERAGES WILL NOT MAIL ORDER FORMS WITH THE PROXY MATERIAL.]
Existing publicly held shares of Alpena Bancshares, Inc.'s common stock trade
over the counter on the OTC Bulletin Board under the symbol "ALPN." When the
offering concludes, First Federal of Northern Michigan Bancorp, Inc. common
stock will trade on the Nasdaq National Market, under the symbol "_____."
Sincerely,
Martin A. Thomson
President and Chief Executive Officer
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
SHARES OF COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS RELATING TO THE
STOCK OFFERING. THE SHARES OF COMMON STOCK ARE NOT SAVINGS ACCOUNTS OR DEPOSITS
AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.
- --------------------------------------------------------------------------------
QUESTIONS?
CALL OUR STOCK INFORMATION CENTER AT (___) ___-____
FROM 9:30 A.M. TO 4:00 P.M., ALPENA, MICHIGAN TIME, MONDAY THROUGH FRIDAY
LETTER TO POTENTIAL INVESTORS (CALL-IN COMMUNITY MEMBERS)
[FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC. LETTERHEAD]
THIS LETTER IS FOR "CALL-INS". WE WILL GRANT REQUESTS FOR OFFERING MATERIALS
IF/WHEN WE COMMENCE A COMMUNITY OFFERING.
Dear Friend:
I am pleased to tell you about an investment opportunity. First Federal of
Northern Michigan Bancorp, Inc., formed to be the parent company of First
Federal of Northern Michigan, is offering shares of its common stock for sale in
an initial public stock offering at a price of $10.00 per share. There will be
no sales commission charged to purchasers in the offering.
Before making an investment decision, carefully review the information in the
enclosed Prospectus including the section entitled "Risk Factors." If you are
interested in submitting a purchase order for shares of common stock, complete
the enclosed Stock Order Form and return it, with full payment, in the enclosed
Order Reply Envelope. STOCK ORDER FORMS MUST BE RECEIVED (NOT POSTMARKED) NO
LATER THAN 10:00 A.M., ALPENA, MICHIGAN TIME, ON _______ __, 2005. If you wish
to purchase stock with funds you have in an IRA, call the Stock Information
Center promptly, because IRA related procedures require additional processing
time.
Sincerely,
Martin A. Thomson
President and Chief Executive Officer
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
SHARES OF COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF
COMMON STOCK ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
- --------------------------------------------------------------------------------
QUESTIONS?
CALL OUR STOCK INFORMATION CENTER AT (___) ___-____
FROM 9:30 A.M. TO 4:00 P.M., ALPENA, MICHIGAN TIME, MONDAY THROUGH FRIDAY
RYAN BECK "BROKER DEALER" LETTER
[RYAN BECK LETTERHEAD]
Ryan Beck Logo Here (27 PT)
Dear Sir/Madam:
At the request of First Federal of Northern Michigan Bancorp, Inc., we are
enclosing materials regarding the offering of shares of First Federal of
Northern Michigan Bancorp, Inc. common stock. Included in this package is a
Prospectus and Questions & Answers Brochure describing the stock offering.
Ryan Beck & Co., Inc. has been retained by First Federal of Northern Michigan
Bancorp, Inc. as selling agent in connection with the stock offering.
Sincerely,
RYAN BECK & CO.
(smaller than 27 PT)
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
SHARES OF COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF
COMMON STOCK ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
- --------------------------------
NOTE: TO ACCOMPANY EACH OF THE FOUR OF THE PRECEDING LETTERS.
STOCK ORDER ACKNOWLEDGEMENT LETTER
[FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC. LETTERHEAD]
[imprinted with name & address of subscriber]
Date
STOCK ORDER ACKNOWLEDGEMENT
This letter confirms receipt of your order to purchase shares of First Federal
of Northern Michigan Bancorp, Inc. common stock. Please review the following
information carefully to verify that we have accurately entered your order
information into our system. If any information does not agree with your
records, please call our Stock Information Center at (___) ___-____ , from 9:30
a.m. to 4:00 p.m., Alpena, Michigan time, Monday through Friday.
Refer to the batch and order number listed below when contacting us.
- --------------------------------------------------------------------------------
ORDER INFORMATION:
- ------------------
BATCH #: _____
ORDER #: _____
NO. OF SHARES REQUESTED: _________
OFFERING CATEGORY: _________(SUBJECT TO VERIFICATION; SEE DESCRIPTIONS BELOW)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
STOCK REGISTRATION:
- -------------------
NAME 1
NAME 2
NAME 3
ADDRESS1
ADDRESS2
CITY, STATE, ZIP
OWNERSHIP TYPE:
SOCIAL SECURITY #/TAX ID#: ___-__-____
- --------------------------------------------------------------------------------
THIS LETTER ACKNOWLEDGES ONLY THAT YOUR ORDER AND PAYMENT HAVE BEEN RECEIVED. IT
DOES NOT GUARANTEE THAT YOUR ORDER WILL BE FILLED, EITHER COMPLETELY OR
PARTIALLY. SHARE ALLOCATION PROCEDURES AND PURCHASE LIMITATIONS ARE DESCRIBED IN
THE FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC. PROSPECTUS DATED
__________, 2005, STARTING ON PAGE __.
The offering period ends at 10:00 a.m. Alpena, Michigan time, on _______ __,
2005. We are required to receive final regulatory approval before stock
certificates can be mailed and the newly issued shares can begin trading. Your
patience is appreciated.
Thank you for your order,
FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC.
- --------------------------------------------------------------------------------
OFFERING CATEGORY DESCRIPTION:
1. First, to Depositors with accounts at First Federal of Northern
Michigan with aggregate balances of at least $50.00 at the close of
business on October 31, 2003;
2. Second, to First Federal of Northern Michigan's employee stock
ownership plan;
3. Third, to depositors with accounts at First Federal of Northern
Michigan with aggregate balances of at least $50.00 at the close of
business on December 31, 2004;
4. Fourth, to depositors of First Federal of Northern Michigan at the
close of business on _______, 2005 and to borrowers of First Federal
of Northern Michigan as of November 4, 1994 whose borrowings remained
outstanding at the close of business on _______, 2005;
5. GENERAL PUBLIC - Residents of Alpena, Alcona, Antrim, Charlevoix,
Cheboygan, Crawford, Emmet, Iosco, Kalkaska, Montmorency, Ogemaw,
Oscoda, Otsego and Presque Isle Counties, MI;
6. GENERAL PUBLIC - Alpena Bancshares, Inc. stockholders at the close of
business on January 31, 2005;
7. GENERAL PUBLIC -- Other
NOTE: PRINTED AND MAILED IN THE STOCK INFORMATION CENTER AFTER AN ORDER IS
PROCESSED.
STOCK CERTIFICATE MAILING LETTER
Dear Stockholder:
I would like to thank you for participating in our stock offering. A total of
___________ shares were purchased by investors at a price of $10.00 per share.
Your stock certificate is enclosed. Please review the certificate to make sure
the registration name and address are correct. If you find an error or have
questions about your certificate, please contact our Transfer Agent:
BY MAIL:
Registrar & Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016
or
BY PHONE:
(800) 368-5948
If the enclosed stock certificate must be forwarded for reissue, we recommend
that it be sent to the Transfer Agent by registered mail. If you change your
address, please notify the Transfer Agent immediately, so that you will continue
to receive stockholder communications.
If you paid for your shares by check or money order, you have received, or soon
will receive, a check representing interest earned on your funds. Interest
payments were calculated at First Federal of Northern Michigan's passbook
savings rate (___ % per annum) from the date your funds were received until
______, 2005. If you paid for your shares by authorizing a withdrawal from a
First Federal of Northern Michigan deposit account, that withdrawal has been
made. Interest was earned at your account's contractual rate, and was credited
to your account to the date of withdrawal, _______, 2005.
First Federal of Northern Michigan Bancorp, Inc. common stock trades on the
Nasdaq National Market, under the symbol "_____."
Sincerely,
Martin A. Thomson
President and Chief Executive Officer
PROXYGRAM LETTER #1
THIS REMINDER NOTE ACCOMPANIES A PROXY CARD AND RETURN ENVELOPE SENT TO HIGH
VOTE CUSTOMERS SHORTLY AFTER THE INITIAL MAILING. FOR A SECOND REMINDER, WE MAY
USE THE ONE ON THE NEXT PAGE.
R E M I N D E R
Please vote and return the enclosed Proxy Card!
-----------------------------------------------
IF YOU HAVE NOT YET VOTED THE PROXY CARD(S) WE RECENTLY MAILED TO YOU, PLEASE
VOTE THE ENCLOSED REPLACEMENT PROXY CARD. FOR YOUR CONVENIENCE,
WE HAVE ENCLOSED A REPLY ENVELOPE.
NOTE THAT:
o VOTING DOES NOT OBLIGATE YOU TO PURCHASE SHARES OF COMMON STOCK DURING OUR
OFFERING.
o NOT VOTING HAS THE SAME EFFECT AS VOTING "AGAINST" THE TWO PROPOSALS.
o YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PLAN AND "FOR"
ESTABLISHMENT OF THE CHARITABLE FOUNDATION.
IF YOU RECEIVE MORE THAN ONE OF THESE REMINDER MAILINGS, PLEASE VOTE EACH
PROXY RECEIVED. NONE ARE DUPLICATES!
QUESTIONS?
Please call our Stock Information Center at (___) ___-____,
Monday through Friday, 9:30 a.m. to 4:00 p.m., Alpena, Michigan time
FIRST FEDERAL OF NORTHERN MICHIGAN [LOGO]
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NOTE: THIS IS PRINTED ON 8 1/2" X 11" YELLOW PAPER.
PROXYGRAM LETTER #2
PLEASE VOTE AND RETURN THE ENCLOSED PROXY!
OUR RECORDS INDICATE WE HAVE NOT RECEIVED THE PROXY CARD(S)
WE MAILED TO YOU [EARLIER THIS MONTH]. IF YOU ARE UNSURE
WHETHER YOU VOTED THE PROXY CARD(S), PLEASE VOTE THE
ENCLOSED REPLACEMENT PROXY CARD.
YOUR VOTE CANNOT BE COUNTED TWICE!
YOUR BOARD OF DIRECTORS HOPE THAT YOU VOTE "FOR"
THE PLAN AND "FOR" ESTABLISHMENT OF THE CHARITABLE FOUNDATION.
NOT VOTING HAS THE SAME EFFECT AS VOTING "AGAINST" THE TWO
PROPOSALS.
VOTING DOES NOT OBLIGATE YOU TO PURCHASE SHARES OF COMMON STOCK DURING OUR
OFFERING, NOR DOES IT AFFECT YOUR DEPOSIT ACCOUNTS OR LOANS.
IF YOU RECEIVE MORE THAN ONE OF THESE REMINDER MAILINGS, PLEASE
VOTE EACH PROXY RECEIVED. NONE ARE DUPLICATES!
THANK YOU!
QUESTIONS?
CALL OUR STOCK INFORMATION CENTER AT (___) ___-____
MONDAY THROUGH FRIDAY, 9:30 A.M. TO 4:00 P.M., ALPENA, MICHIGAN TIME
FIRST FEDERAL OF NORTHERN MICHIGAN [LOGO]
- ----------
NOTE: THIS IS PRINTED ON 8 1/2" X 11" GREEN PAPER.
TOMBSTONE NEWSPAPER ADVERTISEMENT (OPTIONAL - REQUIRES THAT A COMMUNITY OFFERING
BE UNDERWAY)
FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC. [LOGO]
(SUCCESSOR TO ALPENA BANCSHARES, INC. AS HOLDING COMPANY FOR
FIRST FEDERAL OF NORTHERN MICHIGAN)
UP TO 1,840,000 SHARES
COMMON STOCK
PRICE
$10.00 PER SHARE
First Federal of Northern Michigan Bancorp, Inc. is conducting an offering of
its common stock. Shares may be purchased directly from First Federal of
Northern Michigan Bancorp, Inc., without sales commissions or fees, during the
offering period.
THIS OFFERING EXPIRES AT 10:00 A.M. ON ________, 2005.
To receive a copy of the Prospectus, call our Stock Information Center at (___)
___-____, Monday through Friday, 9:30 a.m. to 4:00 p.m.
THIS ADVERTISEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY SHARES OF COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES
OF COMMON STOCK ARE NOT SAVINGS ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
OPTION #1
BRANCH LOBBY POSTER - VOTE
NOTE: EITHER THIS NOTICE OR THE FOLLOWING NOTICE SHOULD BE PRINTED BY FIRST
FEDERAL OF NORTHERN MICHIGAN AND PLACED IN BRANCHES ON AN EASEL OR ON THE FRONT
DOORS OR AT TELLER "WINDOWS".
^ ^ ^
HAVE YOU CAST YOUR VOTE YET?
We would like to remind customers to vote on our Plan of Conversion and
Reorganization and establishment of the Charitable Foundation. Please vote the
Proxy Card(s) we mailed to you.
The Plan of Conversion and Reorganization will not result in changes to your
account relationships with the Bank. Your deposit accounts will continue to be
insured by the FDIC, up to the maximum legal limits.
Voting does not obligate you to purchase First Federal of Northern Michigan
Bancorp, Inc. common stock during the stock offering.
Our directors recommend that you join them in voting "FOR" the Plan
and "FOR" establishment of the Charitable Foundation.
^ ^ ^
IF YOU HAVE QUESTIONS, CALL OUR STOCK INFORMATION CENTER AT (___) ___-____
MONDAY THROUGH FRIDAY, 9:30 A.M. TO 4:00 P.M.
OUR STOCK INFORMATION CENTER IS LOCATED AT OUR EXECUTIVE OFFICES,
100 SOUTH SECOND AVENUE, ALPENA
FIRST FEDERAL OF NORTHERN MICHIGAN [LOGO]
THIS NOTICE IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
SHARES OF COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF
COMMON STOCK ARE NOT SAVINGS ACCOUNTS AND ARE NOT INSURED BY THE FDIC OR ANY
OTHER GOVERNMENT AGENCY.
OPTION # 2
BRANCH LOBBY POSTER - BUY & VOTE
TIME IS RUNNING OUT!
WE ARE CONDUCTING AN OFFERING OF SHARES OF OUR COMMON STOCK
UP TO 1,840,000 SHARES
COMMON STOCK
$10.00 Per Share
THIS OFFERING EXPIRES AT 10:00 A.M. ON _______ __, 2005
^ ^ ^
HAVE YOU CAST YOUR VOTE YET?
We would like to remind customers to vote on our Plan of Conversion and
Reorganization and on establishment of the Charitable Foundation. Please vote
the Proxy Cards we mailed to you.
^ ^ ^
The Plan of Conversion and Reorganization will not result in changes to your
account relationships with the Bank. Your deposit accounts will continue to be
insured by the FDIC, up to the maximum legal limits.
Voting does not obligate you to purchase First Federal of Northern Michigan
Bancorp, Inc. common stock during the stock offering.
IF YOU HAVE QUESTIONS ABOUT THE STOCK OFFERING OR VOTING,
CALL OUR STOCK INFORMATION CENTER AT (___) ___-____
MONDAY THROUGH FRIDAY, 9:30 A.M. TO 4:00 P.M.
OUR STOCK INFORMATION CENTER IS LOCATED AT OUR EXECUTIVE OFFICES,
100 SOUTH SECOND AVENUE, ALPENA
FIRST FEDERAL OF NORTHERN MICHIGAN [LOGO]
THIS NOTICE IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
SHARES OF COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF
COMMON STOCK ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
VOTE - BANK STATEMENT REMINDER CLAUSE (OPTIONAL)
In early/late [month], you may have received a large envelope containing proxy
card(s) to be used to vote on our proposed Plan of Conversion and Reorganization
and establishment and funding of a charitable foundation. If you received proxy
cards, but have not voted, please do so. If you have questions about voting,
please call our Stock Information Center at (___) ___-____, Monday through
Friday, 9:30 a.m. to 4:00 p.m., Alpena, Michigan time. Thank you.
- ---------------
NOTE: THIS OPTIONAL REMINDER CAN BE PRINTED IN A "NOTICE" SECTION OF BANK
STATEMENTS. ALTERNATIVELY, THE STATEMENT CAN INCLUDE A SLIP OF PAPER PRINTED
WITH THIS REMINDER.
HEADQUARTERS LOBBY SIGN
LOOKING FOR
THE
FIRST FEDERAL OF NORTHERN MICHIGAN
BANCORP, INC.
STOCK INFORMATION CENTER?
PLEASE CHECK IN WITH ONE OF OUR TELLERS.
QUESTIONS & ANSWERS BROCHURE
THIS WILL BE INCLUDED IN THE PACKAGE TO CUSTOMERS AND IT WILL BE INCLUDED IN THE
STOCKHOLDER PACKAGES, IF ORDER FORMS WILL BE IN THEM.
Q&A ABOUT OUR CONVERSION AND STOCK OFFERING
THIS PAMPHLET ANSWERS QUESTIONS ABOUT FIRST FEDERAL OF NORTHERN MICHIGAN
BANCORP, INC.'S STOCK OFFERING. INVESTING IN SHARES OF COMMON STOCK INVOLVES
CERTAIN RISKS. BEFORE MAKING AN INVESTMENT DECISION, PLEASE READ THE ENCLOSED
PROSPECTUS CAREFULLY, INCLUDING THE "RISK FACTORS" SECTION.
GENERAL -- THE CONVERSION
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OUR BOARD OF DIRECTORS HAS DETERMINED THAT OUR CONVERSION TO A FULLY PUBLIC
STOCK HOLDING COMPANY (THE "CONVERSION") IS IN THE BEST INTEREST OF OUR
STOCKHOLDERS, EMPLOYEES, CUSTOMERS AND THE COMMUNITIES WE SERVE.
BACKGROUND -- In 1994, First Federal of Northern Michigan (the "Bank")
reorganized into the mutual holding company form of organization. Alpena
Bancshares, M.H.C. is a MUTUAL (meaning no stock outstanding) holding company,
and Alpena Bancshares, Inc. is a STOCK holding company. A majority (55.4%) of
the outstanding shares of Alpena Bancshares, Inc. common stock is owned by
Alpena Bancshares, M.H.C. (the "MHC"), while public stockholders own the
remainder. Alpena Bancshares, Inc. is the parent company of the Bank.
The Conversion is a change in corporate form. Pursuant to the terms of our Plan
of Conversion, our organization will convert to the fully public corporate form.
On page ___ of the Prospectus, there are charts of our organizational structure
before and after the Conversion.
In connection with the Conversion, we formed First Federal of Northern Michigan
Bancorp, Inc. The 55.4% ownership interest of the MHC is being offered for sale
through a common stock offering by First Federal of Northern Michigan Bancorp,
Inc. Upon the completion of the Conversion and related stock offering, the MHC
will cease to exist. As a result of the sale of shares, First Federal of
Northern Michigan Bancorp, Inc. will be fully public, 100% owned by
stockholders, and it will succeed Alpena Bancshares, Inc. as the Bank's parent
company.
In addition to the stock shares to be issued to those who purchase shares in the
stock offering, public stockholders of Alpena Bancshares, Inc. at the completion
of the Conversion will receive shares of common stock of First Federal of
Northern Michigan Bancorp, Inc. in exchange for their existing shares of Alpena
Bancshares, Inc. stock. First Federal of Northern Michigan Bancorp, Inc. will
also issue common stock to investors in the stock offering and to our proposed
charitable foundation.
Q. WHAT ARE THE REASONS FOR THE CONVERSION?
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A. The funds generated from the sale of stock will support internal growth and
the development of products and services. Our stock holding company structure
will increase our flexibility in growing our organization through branch and
whole bank acquisitions, as opportunities arise. We believe our competitive
position will be enhanced.
Q. WILL CUSTOMERS NOTICE ANY CHANGE IN FIRST FEDERAL OF NORTHERN MICHIGAN'S
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DAY-TO-DAY ACTIVITIES AS A RESULT OF THE CONVERSION?
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A. No. It will be business as usual. Our Bank is not affiliating with another
bank. The Conversion is an INTERNAL change to our corporate structure. We are
not affiliating with an outside company. There will be no change to our Bank's
name, management, staff or branches as a result of the Conversion.
Q. WILL THE CONVERSION AFFECT CUSTOMERS' DEPOSIT ACCOUNTS OR LOANS?
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A. No. The Conversion will not affect the balance or terms of deposits or loans,
and deposits will continue to be federally insured by the Federal Deposit
Insurance Corporation ("FDIC") up to the maximum legal limit. DEPOSIT ACCOUNTS
ARE NOT BEING CONVERTED TO STOCK.
THE STOCK OFFERING AND PURCHASING SHARES
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Q. HOW MANY SHARES ARE BEING OFFERED AND AT WHAT PRICE?
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A. First Federal of Northern Michigan Bancorp, Inc. is offering between
1,360,000 and 1,840,000 shares at $10.00 per share, subject to increase to
2,116,000 shares, depending on market conditions.
Q. WHO IS ELIGIBLE TO PURCHASE STOCK IN THE SUBSCRIPTION OFFERING AND COMMUNITY
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OFFERING?
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A. By regulation, non-transferable rights to buy shares of common stock in a
SUBSCRIPTION OFFERING have been granted in the following descending order of
priority:
Priority #1 - First, to depositors with accounts at First Federal of Northern
Michigan with aggregate balances of at least $50 at the close
of business on October 31, 2003.
Priority #2 - Second, to First Federal of Northern Michigan's employee stock
ownership plan.
Priority #3 - Third, to depositors with accounts at First Federal of Northern
Michigan with aggregate balances of at least $50 at the close
of business on December 31, 2004.
Priority #4 - Fourth, to depositors of First Federal of Northern Michigan at
the close of business on January 31, 2005 and to borrowers of
First Federal of Northern Michigan at the close of business on
November 4, 1994, whose borrowing(s) remained outstanding as of
January 31, 2005.
If all shares are not subscribed for in the Subscription Offering, First Federal
of Northern Michigan Bancorp, Inc. may choose to offer the shares to the general
public in a Community Offering. The COMMUNITY OFFERING, if any, may commence
during the Subscription Offering or just after the Subscription Offering
concludes.
If a Community Offering is conducted, shares will be offered with a preference
given first, to natural persons residing in the Michigan counties of Alpena,
Alcona, Antrim, Charlevoix, Cheboygan, Crawford, Emmet, Iosco, Kalkaska,
Montmorency, Ogemaw, Oscoda, Otsego and Presque Isle. Second preference will be
granted to Alpena Bancshares, Inc. public stockholders at the close of business
on January 31, 2005.
In the event orders are received for more shares than are available for sale in
the stock offering, shares will be allocated, as described below.
Q. IS IT POSSIBLE THAT I WILL NOT RECEIVE ANY SHARES?
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A. Yes. If we receive orders for more shares than we have available to sell, we
will be required to allocate shares in the order of priority outlined under the
headings "THE CONVERSION - LIMITATIONS ON COMMON STOCK PURCHASES", beginning on
page __ of the Prospectus. If we are unable to fill your order, or can only fill
your order in part, you will receive a refund of the appropriate amount, with
interest. If you paid by check or money order, we will issue you a refund check.
If you paid by authorizing withdrawal from your First Federal of Northern
Michigan deposit account(s), we will withdraw only the funds necessary to pay
for the shares you receive. Unused funds, along with accrued interest, will
remain in your account(s).
Q. HOW MAY I PURCHASE SHARES IN THE SUBSCRIPTION OFFERING OR COMMUNITY OFFERING?
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A. Shares may only be purchased by completing a stock order form and returning
it, with full payment or direct deposit account withdrawal authorization, so
that it is RECEIVED (not postmarked) by the offering deadline, 10:00 a.m.,
Alpena, Michigan time, on _______ __, 2005. STOCK ORDER FORMS MAY NOT BE
DELIVERED TO FIRST FEDERAL OF NORTHERN MICHIGAN BRANCHES OR OTHER OFFICES.
Delivery of a stock order form may only be made by: (1) mail, using the reply
envelope provided, (2) overnight delivery to the Stock Information Center
address noted on the stock order form, or (3) hand-delivery to the Stock
Information Center, located at First Federal of Northern Michigan Bancorp,
Inc.'s executive offices.
Q. I AM ELIGIBLE TO SUBSCRIBE FOR SHARES OF COMMON STOCK IN THE SUBSCRIPTION
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OFFERING. MAY I REGISTER THE SHARES IN SOMEONE ELSE'S NAME?
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A. On your stock order form, you must register the shares only in the name or
names of persons who qualify in your eligibility priority. You may not add the
name(s) of persons/entities who qualify in a lower purchase priority than yours.
Q. HOW MAY I PAY FOR THE SHARES?
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A. Payment for shares can be remitted in two ways:
(1) by personal check, bank check or money order made payable directly to
First Federal of Northern Michigan. These will be cashed immediately.
First Federal of Northern Michigan line of credit checks and third party
checks, however, may not be used as payment for shares.
(2) authorizing us to withdraw funds from the types of First Federal of
Northern Michigan deposit accounts designated on the stock order form
section entitled "Method of Payment," which allows you to designate
account number(s) and
amount(s) to be withdrawn. The amount(s) authorized by you must be
available within the designated account(s) at the time you submit the
stock order form. A hold will be placed on the dollar amounts authorized,
and the funds will not be available to you. First Federal of Northern
Michigan will waive early withdrawal penalties for certificate of deposit
account funds used to purchase shares.
Q. WILL I EARN INTEREST ON MY FUNDS?
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A. Yes. If you pay by check or money order, you will earn interest at First
Federal of Northern Michigan's current passbook savings rate from the day we
cash your check or money order until the completion of the offering, when we
will issue you a check for interest earned on these funds. If you pay for the
shares by authorizing a direct withdrawal from your First Federal of Northern
Michigan deposit account(s), your funds will continue earning interest at the
contractual rate, and the interest will remain in your account(s).
Q. ARE THERE LIMITS ON HOW MANY SHARES I CAN ORDER?
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A. Yes. The minimum order is 25 shares ($250). No individual, or individual
exercising subscription rights through a qualifying account held jointly, may
purchase more than 15,000 shares ($150,000) of common stock. Further, no person
together with associates or persons acting in concert, may purchase an aggregate
of more than 25,000 shares ($250,000). More detail on purchase limits, including
the definition of "associate" and "acting in concert", can be found beginning on
page __ of the Prospectus.
Q. MAY I USE MY FIRST FEDERAL OF NORTHERN MICHIGAN LOAN OR LINE OF CREDIT TO PAY
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FOR SHARES?
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A. No. First Federal of Northern Michigan, by regulation, may not extend a loan
or advance funds under a line of credit for the purchase of stock in the
offering.
Q. MAY I USE MY FIRST FEDERAL OF NORTHERN MICHIGAN IRA, OR AN IRA HELD
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ELSEWHERE, TO PURCHASE THE SHARES?
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A. You MIGHT be able to use IRA funds, however, using them for this type of
purchase requires special arrangements and additional processing time. If you
are interested in using IRA funds held at First Federal of Northern Michigan or
elsewhere, please call the Stock Information Center for assistance as soon as
possible - preferably at least two weeks prior to the ______, 2005 offering
deadline. Your ability to use retirement funds may depend on timing constraints
and, possibly, limitations imposed by the IRA trustee.
Q. WILL THE STOCK BE INSURED?
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A. No. Like any other shares of common stock, First Federal of Northern
Michigan, Bancorp Inc.'s shares of common stock are not insured.
Q. WILL DIVIDENDS BE PAID ON THE STOCK?
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A. First Federal of Northern Michigan Bancorp, Inc. currently intends to
continue to pay quarterly cash dividends. After adjustment for the exchange
ratio, we expect the quarterly dividends to equal $0.07, $0.06, $0.05, and $0.04
per share at the minimum, midpoint, maximum and adjusted maximum of the offering
range, respectively. Based on a price of $10.00 per share in the stock offering,
this represents an annual dividend yield of 2.8%, 2.4%, 2.0% and 1.6%, at the
minimum, midpoint, maximum and adjusted maximum of the offering range,
respectively. No assurances can be given that dividends will be paid, or if
paid, will continue.
Q. WILL A COMMISSION BE CHARGED FOR THE PURCHASE OF SHARES?
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A. All shares will be sold at a purchase price of $10.00 per share. No
commission or fee will be charged for the purchase of common stock in the stock
offering. After the shares begin to trade, if you purchase or sell shares
through a brokerage or other firm offering investment services, the firm may
charge fees or commissions.
Q. HOW WILL FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP INC.'S SHARES BE TRADED?
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A. Upon completion of the Conversion and stock offering, the new shares of
common stock of First Federal of Northern Michigan Bancorp, Inc. will replace
existing shares of Alpena Bancshares, Inc., and we expect the new shares will be
traded on the Nasdaq National Market under the symbol "_____." As soon as
possible after completion of the offering, investors will be mailed stock
certificates. ALTHOUGH THE SHARES OF COMMON STOCK WILL HAVE BEGUN TRADING,
BROKERAGE FIRMS MAY REQUIRE THAT YOU HAVE RECEIVED YOUR CERTIFICATE(S) PRIOR TO
SELLING YOUR SHARES.
WHERE TO GET MORE INFORMATION
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Q. WHERE CAN I CALL TO GET MORE INFORMATION?
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A. A Stock Information Center has been established at First Federal of Northern
Michigan Bancorp, Inc. executive offices. For assistance, you may call the Stock
Information Center at (___)___ - ____ from 9:30 a.m. to 4:00 p.m., Alpena,
Michigan time, Monday through Friday. The Center will be closed on weekends and
on bank holidays.
THIS BROCHURE IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
SHARES OF COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF
COMMON STOCK ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.