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Exhibit 99.3
Nutmeg Federal Savings & Loan Association
STOCK ELECTION FORM
FOR CASH OR SHARES OF COMMON STOCK OF
NEWMIL BANCORP, INC.
INTRODUCTION
This Stock Election Form, which we refer to as the election form, relates to
the proposed merger of Nutmeg Federal Savings & Loan Association ("Nutmeg")
into New Milford Savings Bank ("NMSB") pursuant to the Agreement and Plan of
Merger, dated as of May 30, 2000, by and among Nutmeg, NewMil Bancorp, Inc.
("NewMil"), which wholly owns NMSB, and NMSB.
This election form must be completed by holders of shares of Nutmeg's common
stock and Series B preferred stock ("Nutmeg Shares") who wish to make an
election (a "Stock Election") to receive shares of NewMil common stock or cash
for some or all of their Nutmeg Shares. Any Nutmeg shareholder who does not
make an election for all of their Nutmeg Shares by completing an election form
and satisfying the other requirements described in this form will be sent a
separate letter of transmittal with instructions after the merger takes place.
The election process is summarized on pages 28 to 30 of the proxy
statement/prospectus of NewMil and Nutmeg dated September 15, 2000 that was
sent to you with this election form. The election process also is set forth in
the merger agreement, which was filed on July 3, 2000 with the Securities and
Exchange Commission ("SEC") as Exhibit 2.1 to NewMil's registration statement
on Form S-4. For a copy of the merger agreement, see page 3 of the proxy
statement/prospectus, which explains how to obtain copies of certain documents.
YOU SHOULD READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING AN
ELECTION.
Under the merger agreement, each holder of Nutmeg common shares at the close
of business on September 8, 2000 may choose to receive for each Nutmeg common
share that they held at the time (i) $8.25 (subject to expected upward
adjustment for the sale of Nutmeg loan servicing rights) in cash, subject to
the limitation described below, (ii) share(s) of NewMil common stock based on a
15 trading day average of the high and low quotations per share for NewMil
common stock described below, or (iii) a combination of cash and NewMil common
stock. Similarly, each holder of Nutmeg preferred Shares at the close of
business on September 8, 2000 may choose to receive for each Nutmeg preferred
share (i) $14.4375 (subject to expected upward adjustment for the sale of
Nutmeg loan servicing rights) in cash, (ii) shares of NewMil common stock based
on a 15 trading day average of the high and low quotations per share for NewMil
common stock described below or (iii) a combination of cash and NewMil common
stock. If you do not make a Stock Election for any Nutmeg Shares that you hold,
you will be deemed to have elected to receive cash for all of your Nutmeg
Shares but may receive NewMil common stock if necessary to satisfy elections of
Nutmeg shareholders electing to receive cash as described below.
THE MERGER AGREEMENT LIMITS THE AMOUNT OF STOCK AND CASH THAT CAN BE PAID IN
THE MERGER. WE CANNOT ASSURE YOU THAT HOLDERS OF NUTMEG SHARES WHO CHOOSE TO
RECEIVE CASH OR STOCK IN THE MERGER WILL RECEIVE CASH OR STOCK PRECISELY AS
THEY WOULD DESIRE. No more than 60% of the total value of the merger
consideration will be paid in NewMil common stock, and no more than 50% will be
paid in cash. Cash will be paid instead of issuing fractional shares. If too
many Nutmeg shareholders decide that they want to receive cash or NewMil common
stock, those shareholders will receive a prorated amount of cash or stock, and
the remainder of the merger consideration that they are entitled to receive
will be paid to them in the other form of consideration.
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A Nutmeg shareholder not making an election will receive cash or, if
necessary to satisfy elections of other Nutmeg shareholders who elect cash,
shares of NewMil common stock.
Any Nutmeg Shares that are converted into NewMil common stock in the merger
will be converted on the basis of the 15 day average of high and low quotations
for NewMil common stock, computed to three decimal places. The exchange ratio
will be set based on the 15 consecutive trading days during which NewMil common
stock is actually traded as reported on the NASDAQ Stock Market's National
Market Tier ending on the third day prior to closing.
A holder of Nutmeg Shares exchanged in the merger who would otherwise have
been entitled to receive a fraction of a share of NewMil common stock will
receive an amount of cash equal to (i) the fraction of a share of NewMil common
stock to which the shareholder would otherwise be entitled multiplied by (ii)
$8.25 or $14.4375 (subject to expected upward adjustment).
The Boards of Directors of NewMil and Nutmeg are not making a recommendation
to you as to the type of consideration you should choose to receive in the
merger. You must make your own decision about whether you want to receive cash
and/or NewMil common stock for your Nutmeg Shares.
MAKING A STOCK ELECTION
For a Stock Election to be effective, this election form, properly
completed, MUST BE RECEIVED BY AMERICAN STOCK TRANSFER & TRUST COMPANY, THE
EXCHANGE AGENT, BEFORE 5:00 P.M., EASTERN STANDARD TIME, ON OCTOBER 19, 2000
(THE "ELECTION DEADLINE") AT THE ADDRESS SET FORTH BELOW.
AMERICAN STOCK TRANSFER & TRUST COMPANY
40 WALL STREET
NEW YORK, NY 10005
ATTN: SHAREHOLDER SERVICES
TELEPHONE: (718) 921-8200
FACSIMILE: (718) 236-2641
Delivery of this election form to an address different from the address set
forth above will not constitute a valid delivery. You must sign this election
form where indicated below. IF THE ELECTION FORM IS NOT RECEIVED BEFORE THE
ELECTION DEADLINE, YOU WILL BE DEEMED TO HAVE CHOSEN TO RECEIVE CASH FOR ALL OF
YOUR NUTMEG SHARES, SUBJECT TO ADJUSTMENT AS DESCRIBED ABOVE.
This election form should be returned to the Exchange Agent in the
accompanying envelope. Do not send this election form with your proxy card. A
Stock Election may be revoked at any time before the Election Deadline. NewMil
will also announce a special election change period on the day following the
day the actual exchange ratio is set ("Election Change Deadline") during which
you may change your election by facsimile, mail, delivery service or e-mail to
the Exchange Agent. A Second Election Form is enclosed for this purpose. The
election change period should begin on or about November 8, 2000 and will end
six days following the announcement date. The announcement of the election
change period and the exchange ratio will be made on NewMil's internet website
(www.newmil.com). You may also call Nutmeg for information about the exchange
ratio and election change process at (203)792-3332. After the end of the
election change period, you will not have another chance to change your Stock
Election.
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To: American Stock Transfer & Trust Company
40 Wall Street
New York, NY 10005
Ladies and Gentlemen:
The undersigned hereby makes the election set forth below. The undersigned
understands that the purpose of the election procedures described in this
election form is to permit holders of Nutmeg Shares to express their preference
to receive NewMil common stock or cash in the merger. The undersigned
understands that the preference expressed may not be fully satisfied depending
upon the preferences requested by other Nutmeg shareholders.
CASH OR STOCK ELECTION
(Check only one box)
The undersigned, subject to the terms and conditions set forth in this
election form, makes the following election for the undersigned's Nutmeg
Shares:
[_]I elect to receive shares of NewMil common stock for ALL of my Nutmeg
Shares.
[_]I elect to receive cash for ALL of my Nutmeg Shares.
[_]I elect to receive both shares of NewMil common stock and cash for my
Nutmeg Shares, as allocated below (insert the number of Nutmeg shares
for which you elect to receive cash or NewMil stock. The exchange agent
will determine the amount of cash and the number of shares of NewMil
stock to which you are entitled.):
CASH NEWMIL STOCK
Nutmeg Common Stock Nutmeg Common Stock
Shares Shares
Nutmeg Preferred Stock Nutmeg Preferred Stock
Shares Shares
Any Nutmeg Shares of the undersigned as to which the undersigned has not
made an effective Stock Election will be deemed to be a preference to receive
cash subject to adjustment if necessary to satisfy elections of other Nutmeg
shareholders electing to receive cash.
THE UNDERSIGNED HEREBY CERTIFIES THAT THE ELECTION SET FORTH IN THIS
ELECTION FORM COVERS NUTMEG SHARES REGISTERED IN THE NAME OF THE UNDERSIGNED
AND EITHER (I) BENEFICIALLY OWNED BY THE UNDERSIGNED OR (II) OWNED BY THE
UNDERSIGNED IN A REPRESENTATIVE OR FIDUCIARY CAPACITY FOR A PARTICULAR
BENEFICIAL OWNER(S).
The undersigned understands and acknowledges that all questions as to the
validity, form and eligibility of any election under this election form will be
determined by the Exchange Agent, or as otherwise provided by the merger
agreement and any determinations of this kind will be final and binding. No
authority conferred by this election form or agreed to be conferred will be
affected by, and all authority of this kind will survive, the death or
incapacity of the undersigned. All obligations of the undersigned under this
election form will be binding on the heirs, personal representatives,
successors and assigns of the undersigned.
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IMPORTANT
ALL NUTMEG SHAREHOLDERS SUBMITTING
THIS ELECTION FORM MUST SIGN HERE
The undersigned hereby represents and warrants that the undersigned has full
power and authority to complete and deliver this election form.
SIGN HERE:
_____________________________________
_____________________________________
(Signature(s) of holder(s))
Name (s):
_____________________________________
_____________________________________
(Please print)
_____________________________________
(Area code and telephone number)
Dated: , 2000
Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s). If signature is by attorney, executor, administrator, trustee
or guardian or other person acting in a fiduciary capacity, set forth the full
title.
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