EXHIBIT 99.2
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[LOGO - BUCS Federal]
Answers to Frequently Asked Questions
About Our Stock Conversion and
Your Opportunity to Invest in
[LOGO - BUCS Financial Corp]
THIS SALES AND ADVERTISING LITERATURE MUST BE READ IN CONJUNCTION WITH THE
PROSPECTUS IN ORDER TO UNDERSTAND FULLY ALL OF THE IMPLICATIONS AND RISKS OF THE
OFFERING OF COMMON STOCK OF BUCS FINANCIAL CORP. THIS LITERATURE MAY NOT BE
DISTRIBUTED WITHOUT A COPY OF THE PROSPECTUS.
THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE
COMMON STOCK DESCRIBED HEREIN. THE OFFERING IS MADE ONLY BY THE PROSPECTUS.
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You can be one of the initial stockholders of BUCS Financial Corp, the
proposed holding company of BUCS Federal Bank. BUCS Financial Corp is "going
public" as part of the conversion of BUCS Federal from a federally chartered
mutual savings association to a federally chartered stock savings bank to be
known as "BUCS Federal Bank." Now you have the opportunity to invest in BUCS
Federal Bank by purchasing stock in the initial offering of the holding company,
BUCS Financial Corp. This brochure answers some of the most frequently asked
questions about the conversion to stock ownership and about your opportunity to
invest in BUCS Financial Corp.
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ABOUT THE TRANSACTION
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1. WHAT IS A CONVERSION?
BUCS Federal is now a federally chartered mutual financial institution
with directors being elected by our members. After the conversion, we
will be a stock savings bank owned by a holding company. Stockholders
will own the holding company, BUCS Financial Corp, and will have voting
rights with respect to certain key business matters. BUCS Financial
Corp is offering shares of common stock, in a subscription offering, to
certain depositors and tax-qualified employee plans of BUCS Federal and
depending upon market conditions and the availability of shares, may
offer shares to selected persons in a community offering.
2. WHAT IS BUCS FINANCIAL CORP AND WHY WAS IT FORMED?
BUCS Federal created BUCS Financial Corp specifically for the purpose
of purchasing 100% ownership in BUCS Federal Bank. BUCS Financial Corp
currently has no stockholders, but is offering shares of its common
stock to certain depositors, tax-qualified employee plans of BUCS
Federal Bank and depending upon market conditions and the availability
of shares, may offer shares to selected persons in a public offering.
The additional capital provided through the offering of BUCS Financial
Corp stock will support future banking activities and local expansion
of the financial services currently offered through BUCS Federal. In
addition, a financial institution holding company, such as BUCS
Financial Corp, may invest in assets and conduct business activities
which are not permissible for the Bank.
3. WHAT ARE THE BENEFITS AND RISKS OF CONVERSION?
The conversion and sale of stock will increase BUCS Federal's capital,
enabling it to do many things, including possibly the following:
- support its development of new financial products and services
- enable it to expand its presence in its current market area
- enhance its ability to compete with other financial
institutions
- facilitate its future access to the capital markets
Please review the "Use of Proceeds" section in the prospectus for the
initial plans of BUCS Federal Bank and BUCS Financial Corp with respect
to the capital to be raised in the conversion.
Investing in BUCS Financial Corp common stock entails certain risks. We
can only offer the stock through a prospectus accompanied by a stock
order form. Please review the prospectus prior to making an investment
decision, particularly the section entitled "Risk Factors."
4. WILL THE CONVERSION HAVE ANY EFFECT ON MY SAVINGS OR LOAN ACCOUNT?
No. The conversion will not affect the general terms of your savings
account, which will continue to be insured by the Federal Deposit
Insurance Corporation to the maximum legal limit. We will not be
converting your savings account to stock. The conversion will not
affect the obligations of borrowers under their loan agreements.
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5. HOW DO I BENEFIT FROM THE CONVERSION?
We will give eligible depositors the opportunity to subscribe or place
an order to purchase stock in BUCS Financial Corp and thereby
participate in any gain in the value of the shares and future dividend
payments, if any. Furthermore, the additional capital will enable BUCS
Federal to provide expanded services to its customers and the
community.
ABOUT PURCHASING STOCK
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6. WHO MAY PURCHASE STOCK?
BUCS Financial Corp is currently conducting a Subscription Offering.
Persons listed below may have the opportunity to subscribe to purchase
BUCS Financial Corp's common stock during the Subscription Offering.
- Eligible Account Holders. Persons who had a savings deposit of at
least $50 at BUCS Federal on February 28, 1998.
- Tax Qualified Employee Plans of BUCS Federal Bank.
- Supplemental Eligible Account Holders. Persons who had a savings
deposit of at least $50 at BUCS Federal on September 30, 2000.
- Other Members. Depositors of BUCS Federal as of , 2000.
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BUCS Financial Corp may, depending upon market conditions and the
availability of shares, offer stock to certain persons in a community
offering.
7. WHAT IS THE PRICE PER SHARE AND HOW MANY SHARES ARE BEING OFFERED?
An independent appraisal firm has determined the aggregate value of
BUCS Financial Corp stock. Shares will be sold at a purchase price of
$10.00 per share. We will offer up to 471,500 shares for sale. Under
certain conditions, we may increase the offer to up to 542,225 shares.
Some of these conditions include a change in market and financial
conditions following commencement of the offering.
8. WILL EVERYONE PAY THE SAME PRICE FOR THE STOCK?
Yes. All subscribers, including BUCS Federal's board of directors and
management, will pay the same price during the offering.
9. AM I OBLIGATED TO BUY STOCK?
No. Depositors of BUCS Federal have a priority subscription right, but
they are not required to buy any stock.
10. HOW MUCH STOCK MAY I BUY IN THE SUBSCRIPTION OFFERING?
Individuals cannot purchase more than 12,500 shares. Individuals acting
in concert or groups of persons are subject to this limit. Individuals
and their associates may not purchase more than shares of stock in
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total in all categories of the subscription and community offering.
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11. WHAT IS THE MINIMUM AMOUNT OF STOCK I MAY BUY?
The minimum purchase requirement is 25 shares.
12. IS THE STOCK INSURED BY THE FDIC?
No. Like any other common stock, BUCS Financial Corp stock will not be
insured by the FDIC or any other governmental agency.
13. IN THE FUTURE, HOW MAY I PURCHASE MORE SHARES OR SELL MY SHARES?
The common stock will be quoted and traded in the over the counter
market on the OTC Electronic Bulletin Board. However, the development
of an active trading market depends on the existence of willing buyers
and sellers. Due to the small size of the offering, it is highly
unlikely that an active trading market will develop and be maintained.
You could have difficulty disposing of your shares and you should not
view the shares as a short term investment. You may not be able to sell
your shares at a price equal to or above the price you paid.
14. WILL THERE BE ANY DIVIDENDS?
BUCS Financial Corp anticipates the establishment of a policy to pay
cash dividends. The timing, frequency and initial amount of dividends
have not yet been determined. Dividends will be subject to the
financial conditions and results of operations of BUCS Financial Corp,
BUCS Federal Bank's compliance with its capital requirements, tax
considerations, industry standards and other factors.
15. HOW DO I ORDER STOCK AND WHAT METHODS CAN BE USED FOR PAYMENT OF MY
STOCK PURCHASES?
Complete the stock order form as instructed. Indicate the number of
shares you wish to purchase, multiply the number of shares subscribed
for by $10.00 per share and enter the total amount. Total payment for
purchases in the offering must accompany the order form and be received
by BUCS Financial Corp prior to 12:00 noon, Eastern time, on
, 2001. You can pay for our stock as follows:
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Check or money order sent or delivered to BUCS Federal or the Stock
Center. If payment is made by check or money order, interest will be
earned at the passbook rate until the conversion is completed.
Withdrawal of funds from any existing account of BUCS Federal in an
amount equal to $10.00 per share times the number of shares ordered. We
will waive any penalties for early withdrawal from an BUCS Federal
account if the funds are used to purchase stock in the offering. Once
we authorize the withdrawal of funds, you may not withdraw the
designated amount unless the plan of conversion is terminated or as
otherwise required by regulatory authorities. All funds maintained in
savings accounts are insured by the FDIC up to legally applicable
limits and will earn interest until completion of the conversion.
- Orders of $25,000 or more must be paid by BUCS Federal account
withdrawals, certified funds, cashier's check, or money orders.
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- IRA purchases. If you wish to purchase shares of BUCS Financial Corp
stock for an IRA account, either at BUCS Federal or elsewhere, we may
be able to accommodate you. Please contact the stock center as soon as
possible at (410) - so that we may assist you with the
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appropriate procedures for such a purchase. It is important that you
contact us soon because making the IRA arrangements takes time.
16. MAY I CHANGE MY MIND?
The stock order form you execute cannot be canceled or withdrawn.
However, you may order additional shares by completing another stock
order form, subject to the maximum purchase limitations.
17. ARE MY SUBSCRIPTION RIGHTS TRANSFERABLE?
No. No person may transfer or enter into any agreement to transfer his
or her subscription rights issued under the plan of conversion, or the
shares to be issued upon the exercise of such rights. Persons violating
such prohibition will lose their right to purchase stock in the
conversion and may be subject to governmental sanctions.
ABOUT MEMBERS' VOTING RIGHTS
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18. WHO IS ELIGIBLE TO VOTE ON THE PLAN OF CONVERSION?
Depositors of BUCS Federal at , 2000 who continue to be
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depositors at the date of the special meeting of members are eligible
to vote.
19. HOW IS THE NUMBER OF VOTES DETERMINED?
Each deposit account holder can cast one vote for each $100, or
fraction thereof, of the aggregate withdrawal value of all such account
holders deposit accounts on _____________, 2000. The maximum number of
votes per person is 1,000.
20. IF I VOTE FOR THE PLAN OF CONVERSION ON THE PROXY CARD, WILL I BE
OBLIGATED TO PURCHASE STOCK?
No. Signing the proxy card and voting for the conversion in no way
obligates you to purchase any BUCS Financial Corp stock. All members
are urged to vote for the conversion.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE PLAN OF CONVERSION
AND RECOMMENDS MEMBERS VOTE "FOR" APPROVAL OF THE PLAN OF CONVERSION.
21. WHAT HAPPENS IF I DON'T VOTE?
Failing to vote could be equivalent to voting against the plan of
conversion. YOUR VOTE IS EXTREMELY IMPORTANT! Please sign and mail
your proxy card(s) now.
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22. MAY I COME TO THE SPECIAL MEETING AND VOTE?
Yes. However, we encourage you to send a proxy card(s) to BUCS Federal
prior to the meeting even if you plan to attend the special meeting.
The proxy is revocable and can be changed by submitting a later dated
proxy or by casting a ballot at the meeting.
23. I RECEIVED MORE THAN ONE PROXY CARD. CAN I VOTE THEM ALL?
Yes. Please vote ALL the proxy cards you receive. You may have more
than one account in different registrations. While some accounts have
been consolidated, it is not permissible to consolidate all accounts.
24. IF A SAVINGS ACCOUNT IS IN JOINT NAME, MUST BOTH NAMES BE SIGNED
ON THE PROXY CARD?
No. Two or more signatures are required only when two or more
signatures are needed to withdraw funds from the account.
25. IF I DON'T BUY STOCK WILL I HAVE A VOTE AT FUTURE ANNUAL MEETINGS?
No. After the conversion, only stockholders will have voting rights.
However, the operations of BUCS Federal and the general terms and
balances of your deposit accounts and loans will remain unchanged.
26. HOW MAY I GET MORE INFORMATION?
We hope that these questions and answers, combined with the prospectus
and the proxy statement, will help you better understand the conversion
and the stock offering. We urge you to carefully review the prospectus
and proxy statement before making an investment or voting decision. If
you desire further information, please contact the stock center at:
Telephone: (410) -
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THIS BROCHURE IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
THESE SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY A
STOCK ORDER FORM, COPIES OF WHICH MAY BE OBTAINED BY CONTACTING THE STOCK
CENTER. THE COMMON STOCK OFFERED IN THE CONVERSION IS NOT A DEPOSIT OR ACCOUNT
AND IS NOT FEDERALLY INSURED OR GUARANTEED.
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NEWSPAPER ADVERTISEMENT
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NEW ISSUE
BUCS Federal
BUCS Financial Corp
the proposed holding company for
BUCS Federal Bank
Up to 471,500 shares of Common Stock are being offered
at a Subscription Price of $10.00 per share.
For Information Call:
Stock Center
Telephone (410) ___-____
or stop by the stock center located at
10455 Mill Run Circle
Owings Mills, Maryland 21117
The Subscription Offering period deadline is 12:00 noon, Eastern time,
, 2001.
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This announcement is neither an offer to sell nor a solicitation of an offer to
buy securities. The offer is made only by the prospectus accompanied by a stock
order form, copies of which may be obtained by contacting the stock center. The
common stock offered in the conversion is not a deposit or account and is not
federally insured or guaranteed.
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YOU'RE INVITED
You are cordially invited to attend our Community Meeting where you will find
out more about BUCS Federal and our stock offering including
o A presentation by senior management discussing BUCS Federal strategy and
performance.
o An explanation of BUCS Federal plan for converting to a stock form of
ownership.
o A question and answer period, followed by a reception where you can
personally meet and talk with the officers and directors of BUCS Federal.
For more details on BUCS Financial Corp stock offering, attend this informative
and convenient Community Meeting:
Location:
Date:
Time:
To make a reservation or to receive a prospectus, call (410) - .
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Share Our Future.
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This announcement is neither an offer to sell nor a solicitation of an offer to
buy securities. The offer is made only by the prospectus accompanied by a stock
order form, copies of which may be obtained by contacting the stock center. The
common stock offered in the conversion is not a deposit or account and is not
federally insured or guaranteed.
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1. Letter to Members and Friends (Closed Accounts)
, 2000
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Dear Members and Friends:
BUCS Federal has adopted a plan to convert from a federally chartered
mutual financial institution to a federally chartered stock savings bank to be
known as BUCS Federal Bank. As part of the conversion, BUCS Federal has formed a
holding company, BUCS Financial Corp. BUCS Financial Corp will own all of the
common stock of BUCS Federal Bank. BUCS Financial Corp is offering up to 471,500
shares of its common stock to customers of BUCS Federal at a subscription price
of $ 10.00 per share.
For your convenience this packet includes the following materials:
- PROSPECTUS which describes the Offering;
- BROCHURE which briefly answers questions about the conversion and offering;
and
- STOCK ORDER FORM which must be returned with full payment if you wish to
invest.
If you would like to purchase BUCS Financial Corp stock in your IRA
account, using IRA funds, we may be able to accommodate you. Please contact the
stock center as soon as possible at (410) - .
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If you are a current member of BUCS Federal, you will also find
enclosed a proxy statement and proxy card(s). On behalf of the Board, we ask
that you help BUCS Federal take this important step by signing the enclosed
proxy card(s), casting your vote in favor of the Plan of Conversion. Your vote
is very important! Please mail your proxy card(s) today in the enclosed postage
paid return envelope.
We believe it is in the best interest of BUCS Federal to have our
customers and members of the communities we serve as our stockholders. We
encourage you to review this investment opportunity carefully. If you have any
questions, please call the stock center at (410) - .
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Sincerely,
/s/Herbert J. Moltzan
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Herbert J. Moltzan
President and Chief Executive Officer
Enclosures
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This letter is neither an offer to sell nor a solicitation of an offer to buy
securities. The offer is made only by the prospectus accompanied by a stock
order form. The shares of common stock offered are not savings accounts or
deposits and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency.
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2. Letter for branch package, Stock Center, non-members.
, 2000
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Dear Prospective Investor:
BUCS Federal is converting from a federal mutual financial institution
to a federal stock savings bank to be known as BUCS Federal Bank. As part of the
conversion, BUCS Federal has formed a holding company, BUCS Financial Corp. BUCS
Financial Corp will own all of the common stock of BUCS Federal Bank. BUCS
Financial Corp, Inc. is offering to customers of BUCS Federal up to 471,500
shares of its common stock at a purchase price of $10.00 per share. Even if you
are not currently a member of BUCS Federal, you may have the opportunity to
purchase shares without paying a fee or commission. Members have priority rights
to purchase shares in the Offering and no assurance can be given that your order
will be filled.
For your convenience, enclosed are the following materials:
- PROSPECTUS which describes the Offering; and
- STOCK ORDER FORM which must be returned with full payment if you wish to
invest.
We encourage you to review this investment opportunity carefully. If
you have any questions, please call our Stock Center at (410) - .
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We are pleased to offer you this opportunity to invest in BUCS
Financial Corp.
Sincerely,
/s/Herbert J. Moltzan
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Herbert J. Moltzan
President and Chief Executive Officer
Enclosures
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This letter is neither an offer to sell nor a solicitation of an offer to buy
securities. The offer is made only by the prospectus accompanied by a stock
order form, copies of which may be obtained by contacting the stock center. The
common stock offered in the conversion is not a deposit or account and is not
federally insured or guaranteed.
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3. Trident Securities, Inc. Cover Letter to Agent Registration Blue-Sky States
- INCLUDING MARYLAND
[TRIDENT SECURITIES, INC. LETTERHEAD]
, 2000
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To Depositors and Friends of BUCS Federal:
Trident Securities, Inc. is an NASD member broker/dealer assisting BUCS
Federal in its conversion from a mutual to a stock organization to be known as
BUCS Federal Bank.
At the request of BUCS Federal and BUCS Financial Corp, the proposed
parent holding company of BUCS Federal Bank, we enclose certain materials
regarding the sale and issuance of common stock in connection with the
conversion of BUCS Federal. These materials include a prospectus which offers
you the opportunity to subscribe to purchase shares of common stock of BUCS
Financial Corp.
We have been asked to forward these documents to you in view of certain
requirements of the securities laws of your state. We should not be understood
as recommending or soliciting in any way any action by you with regard to the
enclosed materials. If you have any questions, please contact us at the Stock
Center at ( ) - .
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Very truly yours,
TRIDENT SECURITIES, INC.
Enclosures
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This letter is neither an offer to sell nor a solicitation of an offer to buy
securities. The offer is made only by the prospectus accompanied by a stock
order form. The shares of common stock offered are not savings accounts or
deposits and are not insured or guaranteed by the federal deposit insurance
corporation or any other governmental agency.
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4. Letter to Members in Non-Offering States and Foreign Accounts
, 2000
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Dear Member:
BUCS Federal is converting from a federal mutual financial institution
to a federal stock savings bank to be known as BUCS Federal Bank with the
concurrent formation of a holding company, BUCS Financial Corp.
Enclosed you will find a proxy statement and prospectus describing the
conversion and proxy card(s). As a current member of BUCS Federal, we ask you to
participate in the conversion by reviewing the information provided and voting
on the conversion by completing and mailing the enclosed proxy card(s) in the
enclosed postage-paid envelope as soon as possible. The Board of Directors
recommends that you vote in favor of the plan of conversion.
Although you may vote on BUCS Federal's plan of conversion, BUCS
Financial Corp unfortunately is unable to either offer or sell its common stock
to you because (i) the small number of eligible subscribers in your jurisdiction
makes registration or qualification of the common stock under the securities
laws of your jurisdiction impractical, for reasons of cost or otherwise; or (ii)
the small number of eligible subscribers in your jurisdiction makes registration
or qualification of BUCS Financial Corp, its officers, directors, employees and
persons acting on its behalf as broker/dealer in your jurisdiction impractical,
for reasons of cost or otherwise. Accordingly, neither this letter nor the
enclosed material should be considered an offer to sell or a solicitation of an
offer to buy the common stock of BUCS Financial Corp.
If you have any questions about your voting rights or the conversion in
general, please call the stock center at (410) - .
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Sincerely,
/s/Herbert J. Moltzan
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Herbert J. Moltzan
President and Chief Executive officer
Enclosures
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This letter is neither an offer to sell nor a solicitation of an offer to buy
securities. The offer is made only by the prospectus accompanied by a stock
order form, copies of which may be obtained by contacting the stock center. The
common Stock offered in the conversion is not a deposit or account and is not
federally insured or guaranteed.
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IMPORTANT
PROXY REMINDER
BUCS Federal
BUCS Financial Corp
YOUR VOTE ON BUCS FEDERAL'S STOCK CONVERSION IS VERY IMPORTANT.
VOTING FOR THE CONVERSION WILL NOT AFFECT THE INSURANCE OF YOUR DEPOSIT ACCOUNT.
YOUR ACCOUNT WILL CONTINUE TO BE INSURED UP TO THE MAXIMUM LEGAL LIMIT BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, AN AGENCY OF THE U.S. GOVERNMENT.
REMEMBER, VOTING FOR THE CONVERSION DOES NOT OBLIGATE YOU TO BUY ANY STOCK.
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PLEASE ACT PROMPTLY! SIGN YOUR PROXY CARD(S) AND MAIL OR DELIVER THEM TO BUCS
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FINANCIAL CORP TODAY. WE RECOMMEND THAT YOU VOTE FOR THE PLAN OF CONVERSION.
THE BOARD OF DIRECTORS OF BUCS FEDERAL
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If you have already mailed your proxy card(s), please
accept our thanks and disregard this request.
For Further Information, Please Call
The Stock Center
at (410) -
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THIS ANNOUNCEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY THESE SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY A
STOCK ORDER FORM, COPIES OF WHICH MAY BE OBTAINED BY CONTACTING THE STOCK
CENTER. THE COMMON STOCK OFFERED IN THE CONVERSION IS NOT A DEPOSIT OR ACCOUNT
AND IS NOT FEDERALLY INSURED OR GUARANTEED.
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