<PAGE> 1
EXHIBIT 99.2
(to S-1)
MARKETING MATERIALS
FOR
BANK MUTUAL CORPORATION
<PAGE> 2
BANK MUTUAL CORPORATION
TABLE OF CONTENTS
CORRESPONDENCE
Letter to Mutuals' Voting Record Date Depositors (eligible to vote and buy)
"Closed Account" Letter (eligible to buy, not vote)
Potential Investor Letter (Community, Call-Ins)
Ryan, Beck "Broker Dealer" Letter
Stock Certificate Mailing Letter
Proxygram for Plan of Restructuring
Stockgram Card
ADVERTISEMENTS
Tombstone Newspaper Advertisement (optional)
Lobby Poster - Vote
Lobby Poster - Offering (optional)
FORMS
Stock Order Form
Bank Statement Vote Reminder
Plan Request Card
- - - - - - ---------------
NOTE: Community informational meetings are not currently anticipated.
<PAGE> 3
LETTER TO CURRENT DEPOSITORS
[MUTUAL SAVINGS BANK LETTERHEAD]
Dear Customer:
It is my pleasure to inform you of exciting changes at Mutual Savings Bank. Our
Bank will restructure into the mutual holding company form of organization, and
we will acquire First Northern Savings Bank, headquartered in Green Bay,
Wisconsin.
As part of the restructuring, Bank Mutual Corporation, Mutual Savings'
newly-formed parent company, is conducting its initial public offering of shares
of common stock, at $10 per share. AS AN ELIGIBLE MUTUAL SAVINGS DEPOSITOR, YOU
HAVE THE RIGHT, BUT NO OBLIGATION, TO BUY BANK MUTUAL COMMON STOCK IN THE
OFFERING, BEFORE IT IS OFFERED FOR SALE TO THE PUBLIC.
The corporate restructuring is being conducted pursuant to a Plan of
Restructuring. We have received conditional regulatory approval of our Plan, but
we must also receive the approval of our depositors. YOUR VOTE IS IMPORTANT. The
enclosed Proxy Statement describes the Plan and the business reasons for the
change in corporate structure. PLEASE VOTE AND SIGN THE ENCLOSED PROXY CARD(S)
AND RETURN THE CARD(S) TO US PROMPTLY, USING THE ENCLOSED PROXY REPLY ENVELOPE.
Please vote whether or not you intend to purchase stock. NOT RETURNING PROXY
CARDS HAS THE SAME EFFECT AS VOTING AGAINST THE PLAN.
Please note that:
o There will be no change in the account numbers, interest rates or other
terms of your deposits or loans at our Bank due to the restructuring.
o Your deposit accounts will continue to be insured by the Federal Deposit
Insurance Corporation up to $100,000 per depositor.
o Mutual Savings Bank's name will not change. Our management and staff will
continue to serve you in the same offices.
o We expect that First Northern Savings will retain its name and operate
separately from Mutual Savings following the acquisition.
o The First Northern Savings franchise will expand our presence into growing
northeastern Wisconsin markets and, over time, will result in improved
products and services for our customers.
o The mutual holding company corporate structure will increase our operating
flexibility and allow us to continue to be independent and
community-oriented.
(over)
<PAGE> 4
[LETTER TO CURRENT DEPOSITORS - CONTINUED]
Before making an investment decision, please review the information in the
enclosed Prospectus, including details about the stock offering and acquisition.
If you are interested in purchasing shares of stock, complete the enclosed Stock
Order Form and return it, with full payment or deposit account withdrawal
authorization, in the enclosed Order Reply Envelope. Stock Order Forms must be
received prior to 10:00 a.m. Central Time, on October __, 2000.
After the offering is completed, our stock will be quoted on the Nasdaq National
Market, under symbol "BKMU".
If you have questions regarding voting or the offering, refer to the enclosed
Prospectus, or call our Stock Information Center at the number
below.
Sincerely,
Michael T. Crowley, Jr.
Chairman and Chief Executive Officer
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
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 (800) 580-0029
9:00 a.m. to 4:00 p.m., Central Time, Monday through Friday
Located at our executive offices, 4949 West Brown Deer Road, Brown Deer
<PAGE> 5
LETTER TO POTENTIAL INVESTORS (NON-DEPOSITORS)
[BANK MUTUAL LETTERHEAD]
Dear Friend:
It is my pleasure to inform you of an investment opportunity. Bank Mutual
Corporation, newly-formed parent company of Mutual Savings Bank, is conducting
its initial public offering of shares of its common stock, at $10 per share.
Additional shares of Bank Mutual common stock also will be issued as
consideration in connection with our anticipated acquisition of First Northern
Capital Corp. and its subsidiary, First Northern Savings Bank.
Before making an investment decision, please review the information in the
enclosed Prospectus, including details about the stock offering and acquisition.
If you are interested in purchasing shares of stock, complete the enclosed Stock
Order Form and return it, with full payment, in the return envelope provided.
Stock Order Forms must be received prior to 10:00 a.m. central time, on October
, 2000.
- - - - - - ----
At June 30, 2000, Mutual Savings had assets of $1.8 billion and equity of $167.6
million. Our 51 branches are located primarily in southeastern, south central
and western Wisconsin. At June 30, 2000, First Northern Capital Corp. had
consolidated assets of $904.9 million and equity of $75.6 million. First
Northern Savings Bank's 19 branches are located in northeastern Wisconsin. The
First Northern Savings franchise will expand our presence into a contiguous,
growing market area. We expect that First Northern Savings will retain its name
and operate separately from Mutual Savings following the acquisition.
After the offering is completed, our stock will be quoted on the Nasdaq National
Market, under symbol "BKMU". If you have questions regarding the offering, refer
to the enclosed Prospectus, or call our Stock Information Center at the number
below.
Sincerely,
Michael T. Crowley, Jr.
Chairman and Chief Executive Officer
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
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 (800) 580-0029
9:00 a.m. to 4:00 p.m. Central Time, Monday through Friday
Located at our executive offices, 4949 West Brown Deer Road, Brown Deer
<PAGE> 6
LETTER TO CLOSED ACCOUNTS (CAN BUY, NOT VOTE)
[BANK MUTUAL LETTERHEAD]
Dear Friend:
It is my pleasure to inform you of an investment opportunity. Bank Mutual
Corporation, newly-formed parent company of Mutual Savings Bank, is conducting
its initial public offering of shares of its common stock, at $10 per share.
Additional shares of Bank Mutual common stock also will be issued as
consideration in connection with our anticipated acquisition of First Northern
Capital Corp. and its subsidiary, First Northern Savings Bank.
AS A MUTUAL SAVINGS DEPOSITOR ON EITHER JANUARY 31, 1999 OR JUNE 30, 2000, WHOSE
ACCOUNT WAS SUBSEQUENTLY CLOSED, YOU HAVE THE RIGHT, BUT NO OBLIGATION, TO BUY
COMMON STOCK IN THE OFFERING, BEFORE IT IS OFFERED FOR SALE TO THE GENERAL
PUBLIC.
Before making an investment decision, please review the information in the
enclosed Prospectus, including details about the stock offering and acquisition.
If you are interested in purchasing shares of stock, complete the enclosed Stock
Order Form and return it, with full payment, in the return envelope provided.
Stock Order Forms must be received prior to 10:00 a.m. Central Time, on October
, 2000.
- - - - - - ----
At June 30, 2000, Mutual Savings had assets of $1.8 billion and equity of $167.6
million. Our 51 branches are located primarily in southeastern, south central
and western Wisconsin. At June 30, 2000, First Northern Capital Corp. had
consolidated assets of $904.9 million and equity of $75.6 million. First
Northern Savings Bank's 19 branches are located in northeastern Wisconsin. The
First Northern Savings franchise will expand our presence into a contiguous,
growing market area. We expect that First Northern Savings will retain its name
and operate separately from Mutual Savings following the acquisition.
(over)
<PAGE> 7
[LETTER TO CLOSED ACCOUNTS - CONTINUED]
After the offering is completed, our stock will be quoted on the Nasdaq National
Market, under symbol "BKMU".
If you have questions regarding the offering, please refer to the enclosed
Prospectus, or call our Stock Information Center at the number below.
Sincerely,
Michael T. Crowley, Jr.
Chairman and Chief Executive Officer
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
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 (800) 580-0029
9:00 a.m. to 4:00 p.m. Central Time, Monday through Friday
Located at our executive offices, 4949 West Brown Deer Road, Brown Deer
<PAGE> 8
STOCK ORDER ACKNOWLEDGEMENT LETTER
[BANK MUTUAL LETTERHEAD]
Date
Batch No.: ________
Order No.: _______
[imprinted with name & address of subscriber]
Dear Subscriber:
This letter is to confirm that we have received your order and payment for
shares of Bank Mutual Corporation common stock. Please check the following
carefully to verify that your order information is correctly reflected in our
records:
STOCK REGISTRATION: Name1
- - - - - - -------------------
Name2
Street1
Street2
City, State, Zip
SOCIAL SECURITY/TAX ID NO.: xxx-xx-xxxx
- - - - - - ---------------------------
SHARES ORDERED: xxx shares
- - - - - - ---------------
If any of this information does not agree with your records, please contact our
Stock Information Center at the number below.
Please note that, although the offering period ends at 10:00 a.m. Central Time,
on October___, 2000, we are required to receive final regulatory approval before
stock certificates can be mailed or trading in the stock can begin. This
approval may not occur until two or three weeks after the _______, 2000 offering
deadline. We appreciate your patience.
THIS LETTER IS AN ACKNOWLEDGMENT THAT YOUR ORDER AND PAYMENT HAVE BEEN RECEIVED.
IT IS NOT A GUARANTEE THAT YOUR ORDER WILL BE FILLED, EITHER COMPLETELY OR
PARTIALLY. IF WE RECEIVE ORDERS FOR MORE SHARES OF STOCK THAN ARE AVAILABLE,
SHARES WILL BE ALLOCATED ON A PRIORITY BASIS, AS DESCRIBED IN OUR PROSPECTUS
DATED SEPTEMBER___, 2000, BEGINNING ON PAGE _.
Thank you for your interest in Bank Mutual Corporation.
- - - - - - --------------------------------------------------------------------------------
QUESTIONS?
Call our Stock Information Center at (800) 580-0029, Monday through Friday,
from 9:00 a.m. to 4:00 p.m., Central Time.
- - - - - - --------------------------------------------------------------------------------
- - - - - - ---------------
NOTE: Mailed by Stock Information Center.
<PAGE> 9
STOCK CERTIFICATE MAILING LETTER
[BANK MUTUAL LETTERHEAD]
Dear Stockholder:
I would like to welcome you as a stockholder of Bank Mutual Corporation. A total
of ___________ shares were purchased by investors at $10 per share.
Your stock certificate is enclosed. Please review it 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:
[INSERT NAME & ADDRESS OF TRANSFER AGENT]
OR BY PHONE:
[INSERT TRANSFER AGENT INVESTOR RELATIONS PHONE NUMBER]
If the original 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 Mutual Savings Bank's passbook savings rate (___ %)
from the date your funds were received until ________, 2000. If you paid for
your shares by authorizing a withdrawal from a Mutual Savings Bank deposit
account, that withdrawal has now been made. Interest was earned at your
account's contractual rate and credited to your account to the date of
withdrawal.
We also have completed the acquisition of First Northern Savings Bank, which
expands our presence in growing northeastern Wisconsin.
Thank you for participating in our stock offering. We look forward to a
prosperous future together.
Sincerely,
Michael T. Crowley, Jr.
Chairman and Chief Executive Officer
- - - - - - ---------------
NOTE: Mailed by transfer agent, with stock certificate.
<PAGE> 10
BRANCH LOBBY POSTER - VOTE
HAVE YOU CAST YOUR VOTE YET?
We would like to remind depositors to mail in their
Proxy Card(s), voting on Mutual Savings Bank's
Plan of Restructuring.
IF YOU HAVE QUESTIONS ABOUT VOTING, CALL OUR
INFORMATION CENTER AT (800) 580-0029, MONDAY THROUGH
FRIDAY, 9:00 A.M. TO 4:00 P.M.
The restructuring is a change to our corporate form of organization. It will not
result in changes to our branches or staff or to your account relationships with
us. Your deposit accounts will continue to be insured by the FDIC up to
applicable amounts for each depositor.
Voting does not obligate you to purchase stock in our stock offering.
MUTUAL SAVINGS BANK [LOGO]
THIS NOTICE IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
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.
<PAGE> 11
BRANCH LOBBY POSTER - STOCK OFFERING (OPTIONAL)
BANK MUTUAL CORPORATION [LOGO]
(HOLDING COMPANY FOR MUTUAL SAVINGS BANK)
UP TO _________ SHARES
COMMON STOCK
$10 PER SHARE
PURCHASE PRICE
WE ARE CONDUCTING AN OFFERING OF COMMON STOCK!
THIS OFFERING EXPIRES AT 10:00 A.M.
CENTRAL TIME, ON OCTOBER___, 2000
Questions? Please call our Stock Information Center at (800) 580-0029, Monday
through Friday, 9:00 a.m. to 4:00 p.m.
THIS NOTICE IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
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: We do not expect to use this.
<PAGE> 12
TOMBSTONE NEWSPAPER ADVERTISEMENT (OPTIONAL)
BANK MUTUAL CORPORATION [LOGO]
(HOLDING COMPANY FOR MUTUAL SAVINGS BANK)
UP TO ___________ SHARES
COMMON STOCK
PRICE
$10.00 PER SHARE
Bank Mutual Corporation is conducting its initial public offering of common
stock. Shares may be purchased directly from Bank Mutual Corporation during the
offering period.
This offering expires at 10:00 a.m. Central Time, on October___, 2000.
To receive a copy of the Prospectus, call our Stock Information Center at (800)
580-0029, Monday through Friday, 9:00 a.m. to 4:00 p.m.
MUTUAL SAVINGS BANK [LOGO]
THIS ADVERTISEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY 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.
<PAGE> 13
PROXYGRAM LETTER
R E M I N D E R
WE REQUEST YOUR PROMPT VOTE!
Our records indicate that we have not received the Proxy Card(s) mailed to you
recently in a large white envelope containing a Proxy Statement and Questions &
Answers Brochure. If you recently mailed your Proxy Card(s), please accept our
thanks and disregard this request.
Please note:
o NOT VOTING HAS THE SAME EFFECT AS VOTING AGAINST THE PLAN.
o VOTING DOES NOT OBLIGATE YOU TO PURCHASE STOCK IN OUR STOCK OFFERING.
o PLEASE VOTE AND SIGN THE ENCLOSED REPLACEMENT PROXY CARD AND RETURN IT IN
THE ENCLOSED ENVELOPE.
o WE HOPE YOU WILL VOTE YOUR PROXY CARD "FOR" THE PLAN.
IF YOU RECEIVE MORE THAN ONE OF THESE REMINDER MAILINGS, PLEASE VOTE
EACH PROXY CARD RECEIVED. NONE ARE DUPLICATES!
QUESTIONS?
Please call our Information Center at (800) 580-0029,
Monday through Friday, 9:00 a.m. to 4:00 p.m., Central Time.
MUTUAL SAVINGS BANK [LOGO]
- - - - - - ---------------
NOTE: A different version may be created for a second proxygram mailing. Printed
on canary yellow 8-1/2" x 11" paper.
<PAGE> 14
STOCKGRAM CARD (OPTIONAL)
Front of card:
- - - - - - --------------------------------------------------------------------------------
Bank Mutual Corporation [logo] STOCKGRAM
Time is running out for you
to purchase stock in Bank
Mutual's offering of common stock.
THIS IS A REMINDER THAT YOUR OPPORTUNITY TO PARTICIPATE IN
OUR OFFERING EXPIRES AT 10:00 A.M. CENTRAL TIME, ON OCTOBER___, 2000.
If you need another Prospectus and Stock Order Form or if you have questions,
please call our Stock Information Center at (800) 580-0029, from 9:00 a.m. to
4:00 p.m., Central Time, Monday through Friday.
If you have already placed a stock order, please disregard this reminder.
THIS NOTICED IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
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.
- - - - - - --------------------------------------------------------------------------------
Back of card:
- - - - - - -------------
Mutual Savings Bank return address; customer name(s) and address imprinted;
pre-paid postage permit information.
- - - - - - --------------
NOTE: 4-1/2" x 6" card, printed on blue paper. Addressed on other side, with 1st
class indicia.
<PAGE> 15
VOTE - BANK STATEMENT REMINDER CLAUSE (OPTIONAL)
In late August, you may have received a large envelope containing proxy cards to
be used to vote on Mutual Savings Bank's Plan of Restructuring. If you received
cards, but have not mailed them back, please do so. If you have questions about
voting, call our Information Center, (800) 580-0029, Monday through Friday, 9:00
a.m. to 4:00 p.m., Central Time. Thank you.
- - - - - - ---------------
NOTE: This can be printed in a "notice" space on September bank statement
cycles.
<PAGE> 16
[RYAN, BECK "BROKER DEALER" LETTER -- RYAN, BECK LETTERHEAD]
Dear Sir/Madam:
At the request of Bank Mutual Corporation, we are enclosing materials regarding
the offering of Bank Mutual Corporation common stock. We have included in the
package a Prospectus describing the stock offering. Ryan, Beck & Co., Inc. has
been retained by Bank Mutual Corporation as selling agent in connection with the
stock offering.
We have been asked to forward these materials to you in view of certain
regulatory requirements and the securities laws of your state.
Sincerely,
Ryan, Beck & Co.
THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
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, not replace, one of the preceding letters for prospects in
states where the offer must be made by a broker-dealer.
<PAGE> 17
PLAN REQUEST CARD
PLAN OF RESTRUCTURING REQUEST CARD
I am interested in receiving a copy of Mutual Savings Bank's Plan of
Restructuring and its exhibits. Please mail a copy to me at the address below.
Questions? Contact our Information Center at (800) 580-0029, from 9:00 a.m. to
4:00 p.m. Central Time, Monday through Friday.
THIS CARD IS NEITHER AN OFFER TO SELL NOR A SOLICITATION TO BUY COMMON STOCK.
THIS REQUEST CARD MUST BE RECEIVED BY MUTUAL SAVINGS BANK BY OCTOBER ___,
2000. PLEASE PRINT CLEARLY - THIS WILL BE YOUR MAILING LABEL.
- - - - - - ----------------------------------------
Name
- - - - - - ----------------------------------------
Address
- - - - - - ----------------------------------------
City, State, Zip
(---) --- ----- (---) --- -----
Evening Phone Daytime Phone
- - - - - - ---------------
NOTE: This is a 4-1/2x 6" card printed on white paper, with the bank's business
reply on the other side.
<PAGE> 18
<TABLE>
<CAPTION>
<S> <C>
BANK MUTUAL CORPORATION LOGO FOR INTERNAL USE
STOCK ORDER FORM (Instructions on Reverse Side) -----------------------
Date Rec'd
-----------------------
Batch No.
-----------------------
Order No.
-----------------------
Cat. No.
-----------------------
</TABLE>
DEADLINE AND DELIVERY
- - - - - - --------------------------------------------------------------------------------
EXPIRATION DATE: 10:00 a.m., CENTRAL TIME, on October , 2000, unless extended.
This original Stock Order Form, properly executed and with full payment, must
be received (not postmarked) by this deadline. Delivery will only be accepted
by the return envelope provided, or by overnight delivery to the address on the
reverse side of this Form. Stock Order Forms may also be hand-delivered to our
Stock Information Center, located at our corporate headquarters, at the address
on the reverse side of this Form. Stock Order Forms may not be delivered to
Mutual Savings Bank branch offices. PHOTOCOPIES AND FACSIMILES OF STOCK ORDER
FORMS WILL NOT BE ACCEPTED.
- - - - - - --------------------------------------------------------------------------------
- - - - - - --------------------------------------------------------------------------------
YOU MUST PRINT CLEARLY AND COMPLETE ALL APPLICABLE SHADED AREAS.
- - - - - - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
- - - - - - ----------------------------------------- (1) SHARES REQUESTED
------------------------------------------------------
PRE-PRINTED CUSTOMER(S) NAME & ADDRESS Number of Shares Price per Amount Due
Share
RECORD CODES X $10.00 =
(25 share minimum. See reverse side for maximum
- - - - - - ----------------------------------------- purchase limitations.)
------------------------------------------------------
(2) METHOD OF PAYMENT (3) PURCHASER INFORMATION (Check the ONE box
(Cash and wires will not be accepted) which applies)
- - - - - - ----------------------------------------- ------------------------------------------------------
[ ] CHECK OR MONEY ORDER PAYMENT [ } ELIGIBLE ACCOUNT HOLDER -- You were a Mutual
Enclosed is/are personal check(s), bank Savings Bank depositor with an aggregate of at
check(s) or money order(s) payable to least $50 on deposit on JANUARY 31, 1999.
MUTUAL SAVINGS BANK totaling: In the spaces below, list all accounts you had at
that eligibility date.
CHECKS WILL BE CASHED UPON RECEIPT -- [ ] SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDER -- You are
FUNDS MUST BE AVAILABLE. not an Eligible Account Holder, but you were a
Mutual Savings Bank depositor with an aggregate
[ ] PAYMENT BY ACCOUNT WITHDRAWAL of at least $50 on deposit on JUNE 30, 2000. In
The undersigned authorizes withdrawal the spaces below, list all accounts you had at
from the Mutual Savings Bank savings or that eligibility date.
certificate of deposit account(s) [ ] OTHER MEMBER -- You do not qualify as either of
listed below. RETIREMENT ACCOUNTS the above, but you were a Mutual Savings Bank
(I.E., IRA) AND REGULAR CHECKING AND depositor on August 30, 2000.
MONEY MARKET CHECKING ACCOUNTS MAY NOT [ ] You do not qualify in the Subscription Offering
BE DESIGNATED FOR WITHDRAWAL. as any of the above.
There will be no early withdrawal ACCOUNT TITLE/NAME(S) ACCOUNT NUMBER
penalty for accounts listed below. ON ELIGIBILITY DATE
------------------------------------------------------
------------------------------------------------------
For Internal Use Account Number Amount If additional space is needed, attach a separate page.
- - - - - - ----------------------------------------- Failure to complete this section, or completing it
incorrectly, may result in a loss of part or all of
- - - - - - ---------------- your stock allocation.
- - - - - - ---------------- ------------------------------------------------------
- - - - - - ---------------- ------------------------------------------------------
- - - - - - ---------------- (4) MUTUAL SAVINGS BANK MANAGEMENT & EMPLOYEES
- - - - - - ----------------
- - - - - - ----------------------------------------- [ ] Check here if you are a Mutual Savings Bank
TOTAL WITHDRAWAL(S): director, officer or employee.
[ ] Check here if you are member of the immediate
FUNDS AUTHORIZED ABOVE MUST BE IN THE family (definition on reverse side) of a
ACCOUNT AND AVAILABLE Mutual Savings Bank director, officer or employee.
WHEN THIS FORM IS SUBMITTED.
- - - - - - ----------------------------------------- ------------------------------------------------------
</TABLE>
(5) STOCK REGISTRATION (PRINT clearly and provide all information, which will
be used for stock certificate delivery and future mailings).
<TABLE>
<CAPTION>
<S> <C>
- - - - - - ---------------------------------------------------------------- ----------------------------------------------------------------
(First Name, Middle Initial, Last Name) Social Security No./Tax ID No.
(Certificate will show only this number)
- - - - - - ---------------------------------------------------------------- ----------------------------------------------------------------
(First Name, Middle Initial, Last Name) Social Security No./Tax ID No.
- - - - - - ---------------------------------------------------------------- ----------------------------------------------------------------
(Street Address) (Daytime Phone Number)
- - - - - - ---------------------------------------------------------------- ----------------------------------------------------------------
(City, State, Zip Code) (Evening Phone Number)
</TABLE>
(6) FORM OF STOCK OWNERSHIP (Check one -- See ownership definitions
on reverse side).
<TABLE>
<CAPTION>
<S> <C> <C> <C>
- - - - - - -----------------------------------------------------------------------------------------------------------------------------------
[ ] Individual [ ] Joint Tenants [ ] Tenants in Common [ ] Trust (Under Agreement Dated _________)
[ ] Corporation [ ] Partnership [ ] Uniform Gift to Minors [ ] Other _______________________________
- - - - - - -----------------------------------------------------------------------------------------------------------------------------------
FOR BROKER USE ONLY: [ ] IRA Social Security # of Beneficial Owner: [ ]-[ ]-[ ]
- - - - - - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(7) NATIONAL ASSOCIATION OF SECURITIES DEALERS ("NASD") AFFILIATION
(Check only if applicable)
- - - - - - --------------------------------------------------------------------------------
[ ] Check here if you are a member of the NASD or a person affiliated with an
NASD member or a member of the immediate family of any such person to whose
support such person contributes directly or indirectly, or if you have an
account in which an NASD member, or person associated with an NASD member, has
a beneficial interest. I agree 1) not to sell, transfer or hypothecate the
stock for a period of three months following issuance and 2) to report this
subscription in writing to the applicable NASD member within one day of payment
for the stock.
- - - - - - --------------------------------------------------------------------------------
(8) ACKNOWLEDGEMENT AND SIGNATURE
- - - - - - --------------------------------------------------------------------------------
I acknowledge receipt of the Prospectus dated September __, 2000 and that I have
read the conditions described therein, including the section titled "Risk
Factors". The undersigned agrees that after receipt by Bank Mutual Corporation,
this Stock Order Form may not be modified or withdrawn without Bank Mutual
Corporation's consent, and if withdrawal from a Mutual Savings Bank account has
been authorized, the amount shall not otherwise be available for withdrawal.
Under penalty of perjury, I certify that (1) the Social Security or Tax ID
information and all other information provided are true, correct and complete,
(2) I am purchasing solely for my own account, and there is no agreement or
understanding regarding the sale or transfer of the shares, and (3) I am not
subject to backup withholding tax. [CROSS OUT (3) if you have been notified by
the IRS that you are subject to backup withholding]. The undersigned
acknowledges that the shares of common stock are not savings accounts or
deposits, and are not guaranteed or insured by the Federal Deposit Insurance
Corporation or any other government agency.
SUBSCRIPTION RIGHTS PERTAIN TO THOSE ELIGIBLE TO SUBSCRIBE IN THE SUBSCRIPTION
OFFERING. THE PLAN OF RESTRUCTURING AND APPLICABLE LAW AND REGULATIONS PROHIBIT
ANY PERSON FROM TRANSFERRING, OR ENTERING INTO ANY AGREEMENT, DIRECTLY OR
INDIRECTLY, TO TRANSFER, THE LEGAL OR BENEFICIAL OWNERSHIP OF SUBSCRIPTION
RIGHTS OR THE UNDERLYING STOCK TO THE ACCOUNT OF ANOTHER. BANK MUTUAL
CORPORATION WILL PURSUE ANY AND ALL LEGAL AND EQUITABLE REMEDIES IN THE EVENT
MANAGEMENT BECOMES AWARE OF THE TRANSFER OF SUBSCRIPTION RIGHTS, AND WILL NOT
HONOR ORDERS KNOWN TO INVOLVE SUCH TRANSFER.
ONE SIGNATURE REQUIRED, UNLESS PART 2 OF THIS FORM INCLUDES ACCOUNTS REQUIRING
MORE THAN ONE SIGNATURE TO AUTHORIZE WITHDRAWAL. IF SIGNING AS A CUSTODIAN,
CORPORATE OFFICER, ETC., PLEASE INCLUDE YOUR FULL TITLE.
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<S> <C> <C> <C>
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Signature Date Signature Date
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ORDER NOT VALID UNLESS SIGNED
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QUESTIONS? SEE INSTRUCTIONS ON REVERSE SIDE OF THIS FORM, OR CALL THE STOCK
INFORMATION CENTER AT (800) 580-0029, MON.-FRI., 9:00 A.M. TO 4:00 P.M.,
CENTRAL TIME.
<PAGE> 19
(1) SHARES REQUESTED -- Indicate the number of shares that you wish to
purchase, and indicate the total amount due. The minimum purchase is 25 shares.
Maximum purchase limitations apply to aggregate orders. In the Subscription
Offering category, the maximum purchase by each Eligible Account Holder,
Supplemental Eligible Account Holder or Other Member is $800,000 (80,000
shares). In the Community Offering category, the maximum purchase by any
person is $800,000. However, no person, together with associates and persons
acting in concert with such person, may purchase, in all categories of the
stock offering combined, an aggregate of more than $1,000,000. See the
"Limitations on Common Stock Purchases" section of the Prospectus, page __ for
a definition of "associates" and of "acting in concert". By signing this Stock
Order Form you confirm that your order does not conflict with these purchase
limitations.
(2) METHOD OF PAYMENT -- CHECKS/MONEY ORDERS: Make personal checks, bank
checks or money orders payable to MUTUAL SAVINGS BANK. These funds will be
cashed immediately against available funds. You will earn interest at Mutual
Savings Bank's passbook savings rate from the time funds are received until the
offering is completed. ACCOUNT WITHDRAWALS: List the savings or certificate of
deposit account(s), and designate the amount to be withdrawn from each. A hold
will immediately be placed on the amount(s) designated by you, and the funds
held will be unavailable for withdrawal for other purposes. You will continue
to earn interest at the contractual rate of the account(s), and early
withdrawal penalties will be waived. You may not authorize withdrawal from
regular checking and money market checking accounts. FUNDS AUTHORIZED FOR
WITHDRAWAL MUST BE AVAILABLE AT THE TIME THIS FORM IS SUBMITTED. Note:
Retirement accounts (such as IRAs) cannot be designated for withdrawal;
contact the Stock Information Center as soon as possible, but we recommend no
later than October __, 2000, if you want to use funds in a Mutual Savings Bank
retirement account (or other retirement account). Whether you may use such
funds for the purchase of shares may depend on timing constraints and possibly,
the institution where the funds are currently held. YOU MAY NOT USE CASH OR
WIRE TRANSFERS TO PAY FOR STOCK.
(3) PURCHASER INFORMATION -- Purchase priorities are based on eligibility
dates. There are three dates. Please check the one box that reflects the
earliest date at which you had a deposit account. List the name(s) on the
account(s) and the account number(s) at the applicable eligibility date. For
example, if ordering in just your name, list all the accounts you had. This may
include accounts on which you were a joint owner, your individual deposit
accounts and your IRA. If ordering jointly, list the accounts in which either
person had beneficial ownership. If purchasing shares for a minor, list only
the minor's account(s). If purchasing shares for a corporate entity, list only
that entity corporate accounts. If additional space is needed, attach a
separate page. FAILURE TO COMPLETE THIS SECTION, COMPLETING IT INCORRECTLY OR
OMITTING INFORMATION, CAN RESULT IN THE LOSS OF ALL OR PART OF YOUR STOCK
ALLOCATION. See the section of the Prospectus entitled "The Offering",
beginning on page __" for explanation of purchase priorities in the
Subscription Offering and the Community Offering.
(4) MUTUAL SAVINGS BANK MANAGEMENT & EMPLOYEES -- If applicable, check the
appropriate box. Immediate family includes spouse, parents, siblings and also
children who live in the same house at the director, officer or employee.
(5) STOCK REGISTRATION -- Clearly print the name(s) and address in which you
want to stock certificate registered and mailed. If you are ordering stock in
the Subscription Offering as a Mutual Savings Bank (i) Eligible Account Holder
as of 1/31/99; (ii) Supplemental Eligible Account Holder as of 6/30/00; or
(iii) Other Member as of 8/30/00, you must register the stock only in the
name(s) of the person(s)/entity(ies) with eligible accounts at the same date.
Adding the name(s) of persons who were not deposit account holders, or were
account holders only at a later eligibility date than checked in Section 3,
will be a violation of your subscription rights and may result in a loss of
your purchase priority in the Subscription Offering. Enter the Social Security
Number or Tax ID Number of the registered owner(s). The first number listed
will be identified with the stock certificate for tax purposes. Listing a phone
number is important. NOTE: ONE STOCK CERTIFICATE WILL BE GENERATED PER ORDER
FORM. IF VARIOUS REGISTRATIONS AND SHARE AMOUNTS ARE DESIRED, A SEPARATE STOCK
ORDER FORM MUST BE COMPLETED FOR EACH CERTIFICATE. CONTACT THE STOCK
INFORMATION CENTER IF YOU NEED ADDITIONAL FORMS. Note: Purchase limitations
apply to aggregate orders -- See Section 1, above.
(6) FORM OF STOCK OWNERSHIP -- For reasons of clarity and standardization, the
stock transfer industry has developed uniform stockholder registrations that we
will use in the issuance of stock certificates. If you have any questions,
please consult your legal advisor. When registering stock, avoid the use of two
initials. Use first name, middle initial and last name. Check to one box that
applies.
BUYING STOCK INDIVIDUALLY: Indicate the name, mailing address and Social
Security Number of the individual owner. Include the first name, middle initial
and last name. Omit words that do not affect ownership, such as "Mrs.", "Dr.",
"special account", etc. You may not indicate a beneficiary. Upon the
individual's death, the stock will be owned by the estate and distributed as
indicated by the will or otherwise in accordance with law. If ordering in the
Subscription Offering, the individual listed must have had qualifying deposits
on 1/31/99, 6/30/00 or 8/30/00.
BUYING STOCK JOINTLY: If registering stock in more than one person's name for an
order placed in the Subscription Offering, only persons with qualifying deposits
at the same date (1/31/99, 6/30/00 or 8/30/00) may be listed. Two alternatives
exist when registering stock in more than one name:
JOINT TENANTS -- Joint Tenancy with Right of Survivorship may be specified
to identify two or more owners where ownership is intended to pass
automatically to the surviving tenant(s). All owners must agree to the
transfer or sale or shares held in this manner.
TENANTS IN COMMON -- Tenants in Common may also be specified to identify
two or more owners. When stock is held as Tenants in Common, upon the death
of one co-tenant, ownership of stock will be held by the surviving
co-tenant(s) and by the heirs of the deceased co-tenant. All parties must
agree to the transfer or sale of shares.
BUYING STOCK FOR A MINOR: A minor may acquire stock under the Uniform Gift to
Minors Act if the minor is the actual owner of the stock, with an adult
custodian listed on the registration who is responsible for the investment
until the minor reaches legal age (18 or 21 years of age, depending on the
state). Only one minor and one custodian may be listed. Please note that if
ordering the Subscription Offering, the minor must have had qualifying deposits
at Mutual Savings Bank on 1/31/99, 6/30/00 or 8/30/00.
How to complete Section 5 (Stock Registration) when buying stock for a minor:
On the first line, print the first name, middle initial and last name of the
custodian; after the name write the initials "CUST". On the second line, print
the first name, middle initial and last name of the minor. To the right of the
minor's name, indicate his or her Social Security Number, do not list the
custodian's Social Security Number. Standard postal service state abbreviations
should be used. For example, stock held by John P. Doe as custodian for Susan
A. Doe under the Wisconsin Uniform Transfers to Minors Act will be abbreviated
John P. Doe, CUST Susan A. Doe UTMA-WI.
BUYING STOCK FOR A CORPORATION/PARTNERSHIP: On the first name line, write the
name of the corporation or partnership and list that entity's Tax ID Number.
Note that, if ordering in the Subscription Offering, the corporation or
partnership must have had qualifying deposits at Mutual Savings Bank at
1/31/99, 6/30/00 or 8/30/00.
BUYING STOCK THROUGH AN IRA: Stock may be purchased using self-directed
Individual Retirement Accounts which have the ability to hold the securities,
such as at a brokerage firm. Purchase of shares using such funds can only be
made through a self-directed account, not through a Mutual Savings Bank IRA. We
recommend that you contact the Stock Information Center by October , 2000, for
assistance with IRA-related questions. If ordering in the Subscription Offering,
the beneficial owner of the IRA must have had qualifying deposits at Mutual
Savings Bank on 1/31/99, 6/30/00 or 8/30/00.
FOR BROKER/TRUSTEE USE ONLY -- How to complete Section 5 (Stock Registration)
when buying stock using a self-directed retirement account: Registration should
be completed to reflect your firm's registration requirements for any
subsequent mailings, including stock certificates. For example, on the first
line, indicate the name of the firm followed by "TRUSTEE" or "CUSTODIAN". On
the second line, indicate the name of the beneficial owner, for example: "FBO
JOHN SMITH IRA". You may also indicate the owner's account number or other
identifying information. Indicate the address and name of the department at
your firm to which mailings should be directed. Also indicate the Tax ID Number
under which your firm's IRAs are reported.
BUYING STOCK IN A TRUST/FIDUCIARY CAPACITY: Information provided with respect
to stock to be held in a fiduciary capacity must include:
o The name(s) of the fiduciary. If an individual, list the first name,
middle initial and last name. If a corporation, list the full corporate
title (name). If an individual and a corporation, list the corporation
before the individual.
o The fiduciary capacity, such as administrator, executor, personal
representative, conservator, trustee, etc.
o A description of the document governing the relationship (e.g. trust
agreement or court order). Documentation may be required to register stock
in a fiduciary capacity.
o The date of the document governing the relationship, except that the date
of a trust created by a will need not be included.
o The name of the maker, donor or testator and the name of the beneficiary.
An example of fiduciary ownership of stock in the case of a trust is: John P.
Doe, Trustee Under Agreement Dated 10-1-87 for Susan A. Doe.
(7) NASD AFFILIATION -- If applicable, check the box.
(8) ACKNOWLEDGMENT AND SIGNATURE -- Please review this Form before signing.
Stock Order Forms submitted without a signature will not be accepted. Only one
signature is required, unless Section 2 (Method of Payment) includes
authorization to withdraw from a Mutual Savings Bank deposit account requiring
more than one signature. If signing as a custodian, trustee, corporate officer,
etc., include your title. If exercising a Power of Attorney ("POA"), submit a
copy of the POA agreement with this Form.
WE HAVE ENCLOSED A RETURN ENVELOPE.
ADDRESS OVERNIGHT DELIVERIES TO:
Mutual Savings Bank, 4949 West Brown Deer Road, Milwaukee, WI 53223
Attn: Stock Information Center
QUESTIONS? Call the Stock Information Center at (800) 580-0029,
Monday through Friday, from 9:00 a.m. to 4:00 p.m., Central Time.
