Exhibit 99.4
MARKETING MATERIALS
prepared for
PEOPLE’S BANK
SECOND STEP TRANSACTION
Draft # 3
Dated: , 2006
People’s Bank
Second Step Transaction
Marketing Materials
TABLE OF CONTENTS
LETTERS | ||
Letter to Members (Eligible to Vote and Buy) | 1 | |
Letter to Closed Accountholders(Eligible to Buy, Not Vote) | 2 | |
Ryan Beck “Broker Dealer” Letter | 3 | |
OTS Required Letter | 4 | |
Subscription Offering Stock Order Acknowledgment Letter | 6 | |
Stock Certificate Mailing Letter for Subscription Offering Investors | 7 | |
Reminder Member Proxygram - #1 | 8 | |
Reminder Member Proxygram - #2 | 9 | |
Reminder Member Proxygram - #3 | 10 | |
Member Proxy Card Notice | 11 | |
Registered Stockholder Vote Reminder Letter | 12 | |
Letter to Voting Stockholders –Not included. Drafted by counsel | ||
NOTICES | ||
Secure Stock Order Form Drop Box Sign | 13 | |
FORMS | ||
Stock Order Form – Printer typeset | ||
Stockholder Proxy Card –Not included. Drafted by counsel | ||
Member Proxy Card –Not included. Drafted by counsel | ||
OTHER | ||
Q&A Brochure | 14 |
The above are marketing documents. At the end of the transaction, closing communications will be made with new investors and minority stockholders. These documents will be drafted at a later date.
LETTER TO MEMBERS(Eligible to Vote and Buy)
[People’s Bank Letterhead]
Dear People’s Bank Depositor:
I am pleased to inform you about some exciting changes planned at People’s Bank. We are in the process of converting from a mutual holding company structure to a fully-public company. As a depositor of People’s Bank, you have an opportunity to invest in People’s United Financial, Inc., a newly-formed company that will become the parent company of People’s Bank once the conversion is completed.
Just as importantly, I would like to request your vote on two proposals – first, to approve the conversion by voting in favor of the adoption of the Plan of Conversion (the “Plan”) and second, to approve the establishment and funding of a charitable foundation. Enclosed are a Proxy Statement and Prospectus describing the Plan and the stock offering, along with a Questions and Answers brochure.
The conversion and stock offering are intended to provide us with substantially greater access to capital than is available to People’s Bank in our current corporate form, to significantly increase the liquidity of our common stock and to provide us with additional capital to expand our branch network and undertake mergers and acquisitions. The charitable foundation will continue People’s Bank’s long-standing commitment to its communities through donations to charitable causes and projects.
THE PROXY VOTE:
Your vote is extremely important. Although we have received conditional regulatory approval, the Plan and the charitable foundation are also subject to the approval of our depositors. Therefore, on behalf of the Board of Directors of People’s Bank, I urge you to read the enclosed materials carefully and cast your votesin favor of each of the two proposals. Note that you may receive more than one proxy card depending on the ownership structure of your People’s Bank accounts.Please vote all the proxy cards you receive – none are duplicates! To cast your votes, please signeach proxy card and return the card(s) in the enclosed Proxy Reply envelope or, if you prefer, vote by phone or internet by following the instructions on the proxy card. Not voting has the same effect as votingagainst the proposals, so I urge you to vote.
If you vote to approve the Plan and the charitable foundation, be assured that:
• | you will not be obligated to purchase shares of common stock in our stock offering. |
• | the account number, interest rate and other terms of your People’s Bank accounts will not change. |
• | People’s Bank’s management and staff will continue to serve you. |
• | your People’s Bank deposit accounts will continue to be insured by the FDIC up to the maximum legal limits. |
THE STOCK OFFERING:
As an eligible People’s Bank depositor, you have non-transferable rights, but no obligation, to purchase shares of common stock during our subscription offering before any shares are made available for sale to the general public. We are offering up to 172,500,000 shares of our common stock at $20.00 per share. No commission will be charged to purchasers.
Please read the enclosed materials carefully, including the “Risk Factors” section of the Prospectus, before making an investment decision. If you are interested in purchasing shares of common stock, complete the enclosed stock order form and return it, with full payment, in the enclosed envelope marked Order Reply.Stock order forms must bereceived (not postmarked) by 11:00 a.m., Eastern Time, on , 2007.If you are considering purchasing stock with funds you have in an IRA or other retirement account, please call our Stock Information Center promptly for assistance, because these orders require additional processing time.
If you have questions about voting or purchasing shares, please refer to the enclosed materials, including the Questions & Answers Brochure, or 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 People’s United Financial, and I thank you for your continued support as a People’s Bank customer.
Sincerely, |
John A. Klein |
Chairman, 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, toll free, at 1-(__) -
From 10:00 a.m. to 4:00 p.m., Eastern Time, Monday through Friday
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LETTER TO CLOSED ACCOUNTHOLDERS(Eligible to Buy, Not Vote)
[People’s United Financial, Inc. Letterhead]
Dear Friend:
I am pleased to inform you about some exciting changes planned at People’s Bank. We are in the process of converting from a mutual holding company structure to a fully-public company. You have an opportunity to invest in People’s United Financial, Inc., a newly-formed company that will become the parent company of People’s Bank once the conversion is completed.
The conversion and stock offering are intended to provide us with substantially greater access to capital than is available to People’s Bank in our current corporate form, to significantly increase the liquidity of our common stock and to provide us with additional capital to expand our branch network and undertake mergers and acquisitions.
Our records indicate that you were a depositor of People’s Bank at the close of business on June 30, 2005 or , 2006. As such, you have non-transferable rights, but no obligation, to purchase shares of common stock during our subscription offering before any shares are made available for sale to the general public. We are offering up to 172,500,000 shares of our common stock at $20.00 per share. No commission will be charged to purchasers.
Please read the enclosed materials carefully, including the “Risk Factors” section of the Prospectus, before making an investment decision. If you are interested in purchasing shares of common stock, complete the enclosed stock order form and return it, with full payment, in the enclosed envelope.Stock order forms must bereceived (not postmarked) by 11:00 a.m., Eastern Time, on , 2007.If you are considering purchasing stock with funds you have in an IRA or other retirement account, please call our Stock Information Center promptly for assistance, because these orders require additional processing time.
If you have questions about purchasing shares, please refer to the enclosed materials, including the Questions & Answers Brochure, or 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 People’s United Financial.
Sincerely, |
John A. Klein |
Chairman, 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, toll free, at 1-(__) -
From 10:00 a.m. to 4:00 p.m., Eastern Time, Monday through Friday
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RYAN BECK “BROKER DEALER” LETTER
[Ryan Beck Letterhead]
Dear Sir/Madam:
At the request of People’s United Financial, Inc., the newly-formed company that will become the corporate parent of People’s Bank, we are enclosing materials regarding the offering of shares of People’s United Financial, Inc. common stock. Included in this package is a Prospectus describing the stock offering. We encourage you to read the enclosed information carefully, including the “Risk Factors” section of the Prospectus.
Ryan Beck & Co., Inc. has been retained by People’s United Financial, Inc. as selling agent in connection with the Subscription Offering.
Sincerely,
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 – not replace – one of the preceding letters, if an order form is included in the mailing.
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OTS REQUIRED LETTER –Side 1
READ THIS FIRST
Office of Thrift Supervision Guidance for Accountholders
Your financial institution is in the process of selling stock to the public, in either a mutual-to-stock conversion or a stock issuance by a subsidiary of a mutual holding company. As an accountholder at this institution, you have certain priority subscription rights to purchase stock in the offering. These priority subscription rights are non-transferable. If you subscribe for stock, you will be asked to sign a statement that the purchase is for your own account, and that you have no agreement or understanding regarding the subsequent sale or transfer of any shares you receive.
On occasion, unscrupulous people attempt to persuade accountholders to transfer subscription rights, or to purchase shares in the offering based on the understanding that the shares will subsequently be transferred to others. Such arrangements violate federal regulations. If you participate in these schemes, you are breaking the law and may be subject to prosecution. If someone attempts to persuade you to participate in such a scheme, please contact Office of Thrift Supervision (OTS) at (202) 906-6202. OTS is very interested in ensuring that the prohibitions on transfer of subscription rights are not violated.
How will you know if you are being approached illegally? Typically, a fraudulent opportunist will approach you and offer to “loan” you money to purchase a significant amount of stock in the offering. In exchange for that “loan” you most likely will be asked either to transfer control of any stock purchased with that money to an account the other person controls, or sell the stock and give the majority of the profits to the other person. You may be told, untruthfully, that there is no risk to you, that the practice is common, and even if you are caught, that your legal expenses will be covered.
On the back of this page is a list of some key concepts that you should keep in mind when considering whether to participate in a mutual-to-stock conversion or stock issuance by a mutual holding company subsidiary. If you have questions, please contact the stock information center listed elsewhere in the literature you are receiving. Alternatively, you can contact us at: ombudsman@ots.treas.gov.
(over)
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OTS REQUIRED LETTER –Side 2
What Investors Need to Know
Key concepts for investors to bear in mind when considering whether to participate in a conversion offering, or a stock offering by a subsidiary of a mutual holding company, include the following:
• | Know the Rules— By law, accountholders cannot sell or transfer their priority subscription rights, or the stock itself, prior to the completion of a financial institution’s conversion. Moreover, accountholders cannot enter into agreements or arrangements to sell or transfer either their subscription rights or the underlying conversion stock. |
• | “Neither a Borrower nor a Lender Be” — If someone offers to lend you money so that you can participate — or participate more fully — in a conversion, be extremely wary. Be even more wary if the source of the money is someone you do not know. The loan agreement may make you unable to certify truthfully that you are the true holder of the subscription rights and the true purchaser of the stock and that you have no agreements regarding the sale or transfer of the stock. |
• | Watch Out for Opportunists — The opportunist may tell you that he or she is a lawyer — or a consultant or a professional investor or some similarly impressive tale — who has experience with similar mutual conversion transactions. The opportunist may go to extreme lengths to assure you that the arrangement you are entering into is legitimate. They might tell you that they have done scores of these transactions and that this is simply how they work. Or they might downplay the warnings or restrictions in the prospectus or order form, telling you that “everyone” enters into such agreements or that the deal they are offering is legitimate. They may also tell you that you have no risk in the transaction. The cold, hard truth is that these are lies, and if you participate, you are breaking the law. |
• | Get the Facts from the Source — If you have any questions about the securities offering, ask the savings bank or savings association for more information. If you have any doubts about a transaction proposed to you by someone else, ask the financial institution whether the proposed arrangement is proper. You may be able to find helpful resources on the institution’s website or by visiting a branch office. |
The bottom line for investors is always to remember that if an opportunitysounds too good to be true, it probablyis too good to be true.
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STOCK ORDER ACKNOWLEDGEMENT LETTER
[People’s United Financial, Inc. Letterhead]
[imprinted with name & address of subscriber]
Date
STOCK ORDER ACKNOWLEDGEMENT
This letter confirms receipt of your order to purchase shares of People’s United Financial, Inc. common stock. Please review the information below, including the registration for your purchase (shown above), to verify that your order information is accurate. If any information does not agree with your records, please call our Stock Information Center, toll free, at ( ) - , Monday through Friday, from 10:00 a.m. to 4:00 p.m. Eastern Time. Please refer to the batch and order number listed below when contacting our Stock Information Center.
Order Information:
Batch #:
Order#:
Number of Shares Requested:
Offering Category: (subject to verification; see descriptions below)
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. Purchase limitations and share allocation procedures in the event of an oversubscription are described in the Prospectus dated , 2007, in the section entitled “The Conversion and Offering – Subscription Offering and Subscription Rights.”
The offering period ends at 11:00 am, Eastern Time, on , 2007. We are required to receive certain final approvals from regulators, and the approval of our People’s Bank depositors and stockholders, before the newly-issued shares can begin trading. Your patience is appreciated.
Thank you for your order,
PEOPLE’S UNITED FINANCIAL, INC.
REMINDER: IFYOUHAVENOTVOTEDYOURPROXYCARDS,PLEASEDO. VOTESMUSTBERECEIVEDINTIMETOBETALLIEDON , 2007. PLEASECALLTHEABOVETELEPHONENUMBERIFYOUHAVEQUESTIONS.
Offering Category Descriptions:
1. | People’s Bank depositors with aggregate balances of at least $50 on June 30, 2005; |
2. | People’s Bank employee stock benefit plans; |
3. | People’s Bank depositors with aggregate balances of at least $50 on , 2006; |
4. | People’s Bank depositors on , 2007. |
NOTE: Provided to Mellon who will imprint and mail out the acknowledgements.
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STOCK CERTIFICATE MAILING LETTER FOR NEW INVESTORS
[People’s United Financial, Inc. Letterhead]
Dear Stockholder:
I would like to welcome you as a stockholder of People’s United Financial, Inc.
Your stock certificate is enclosed. We recommend that you keep it in a safe place, such as in a safe deposit box or deposited with a brokerage firm. Replacing a lost or destroyed stock certificate can be a costly and lengthy process.
Please review the certificate carefully 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:
on the web:
by mail:
Mellon Investor Services
[street]
[city, state, zip]
by phone:
( ) -
by email:
If the enclosed stock certificate must be forwarded to the Transfer Agent, we recommend that you deliver it using registered mail. If you change your address, please notify the Transfer Agent immediately, so that you will continue to receive all stockholder communications.
If you submitted a check or money order in full or partial payment for your stock order, you have received, or soon will receive, a check. It reflects interest at the People’s Bank passbook savings rate of % APY, calculated from the date your funds were received through , 2007.
If your stock order was paid in full or in part by authorizing a withdrawal from a People’s Bank deposit account, the withdrawal was made on , 2007. Until then, interest on these funds was earned at your applicable contractual deposit account rate. Any interest earned on these funds remain in your account.
People’s United Financial, Inc. common stock trades on the Nasdaq Global Select Market. Until , 2007, People’s United Financial’s trading symbol will be “PBCTD.” Thereafter, the symbol will be “PBCT.”
Thank you for sharing in our company��s future.
Sincerely, |
John A. Klein |
Chairman, President and Chief Executive Officer |
NOTE: This letter will be mailed by Mellon, as Transfer Agent. It may need to be amended if the decision is made to include with the stock certificate a form to submit the stock certificate to Mellon for inclusion in DRS.
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REMINDER MEMBER PROXYGRAM #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.]
PEOPLE’S BANK [LOGO]
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.
If you receive more than one of these reminder mailings,
please vote each Proxy Card received. None are duplicates!
Vote by mail using the enclosed envelope,
or use the telephone or internet voting instructions on the Proxy Card.
PEOPLE’S BANK’S BOARD OF DIRECTORS ASKS THAT YOU VOTE “FOR”
OUR PLAN OF CONVERSION AND “FOR” ESTABLISHMENT OF A
CHARITABLE FOUNDATION TO BENEFIT OUR COMMUNITIES
NOTVOTING HAS THE SAME EFFECT AS VOTING
“AGAINST” THE TWO PROPOSALS
VOTING DOES NOT OBLIGATE YOU TO PURCHASE
COMMON STOCK DURING THE PEOPLE’S UNITED FINANCIAL STOCK OFFERING
THE PLAN OF CONVERSION CHANGES OUR FORM OF CORPORATE
ORGANIZATION, BUT WILL NOT RESULT IN CHANGES TO BANK STAFF,
MANAGEMENT OR YOUR PEOPLE’S BANK DEPOSIT ACCOUNTS OR LOANS
QUESTIONS?
Please call us, toll free, at 1-( ) -
Monday through Friday, 10:00 a.m. to 4:00 p.m., Eastern Time
NOTE: This can be printed on 8 1/2” x 11” yellow paper.
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REMINDER MEMBER PROXYGRAM #2
REMINDER...
HAVE YOU VOTED YET?
PLEASE VOTE THE ENCLOSED PROXY CARD!
Our records indicate that you have not voted the Proxy Card(s) we mailed to you
People’s Bank’s Board of Directors urges you to vote “FOR” our Plan of Conversion
and
“FOR” establishment of a charitable foundation to benefit our communities
NOT VOTING HAS THE SAME EFFECT AS VOTING “AGAINST” THE TWO PROPOSALS
IF YOU ARE UNSURE WHETHER YOU VOTED, PLEASE VOTE THE ENCLOSED REPLACEMENT
PROXY CARD. RETURN IT IN THE ENCLOSED ENVELOPE OR, IF YOU PREFER,
VOTE USING THE TELEPHONE OR INTERNET VOTING INSTRUCTIONS ON THE PROXY CARD
YOUR VOTE CANNOT BE COUNTED TWICE
VOTING DOES NOT OBLIGATE YOU TO PURCHASE SHARES OF COMMON STOCK IN THE
PEOPLE’S UNITED FINANCIAL STOCK OFFERING, NOR DOES IT AFFECT YOUR PEOPLE’S BANK
DEPOSIT ACCOUNTS OR LOANS
If you receive more than one of these reminder mailings,
please vote each Proxy Card received. None are duplicates!
QUESTIONS?
Please call us, toll free, at 1-( ) -
Monday through Friday, 10:00 a.m. to 4:00 p.m., Eastern Time
PEOPLE’S BANK [LOGO]
NOTE: This is printed on 8 1/2” x 11” blue paper.
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REMINDER MEMBER PROXYGRAM #3
YOUR VOTE IS IMPORTANT!
NOT VOTING HAS THE SAME EFFECT
AS VOTING “AGAINST” THE PLAN
In order to implement People’s Bank’s proposed Plan of Conversion and to
establish the proposed charitable foundation, we must obtain the approval of our
depositors.
If you are unsure whether you voted, please promptly vote
the enclosed replacement Proxy Card.
Your vote cannot be counted twice!
PEOPLE’S BANK’S BOARD OF DIRECTORS ASKS
THAT YOU VOTE “FOR” OUR PLAN OF CONVERSION
AND
“FOR” ESTABLISHMENT OF A CHARITABLE
FOUNDATION.
If you receive more than one of these reminder mailings,
please vote each proxy card received. None are duplicates!
THANK YOU!
QUESTIONS?
Please call us toll free at 1-(___) ___-____
Monday through Friday, 10:00 a.m. to 4:00 p.m., Eastern Time
PEOPLE’S BANK [LOGO]
NOTE: This can be printed on 8 ½” x 11” green paper.
10
MEMBER PROXY CARD NOTICE
PEOPLE’S BANK [LOGO]
IMPORTANT NOTICE:
THIS PACKAGE INCLUDES PROXY CARD(S)
REQUIRING YOUR SIGNATURE.
IF MORE THAN ONE PROXY CARD IS ENCLOSED,
PLEASE PROMPTLY VOTE EACH CARD…
NONE ARE DUPLICATES!
THANK YOU,
YOUR BOARD OF DIRECTORS
NOTE: To be included in original mailing of voting member packages, printed on 8 ½” x 11” colored paper.
11
REGISTERED STOCKHOLDER (CERTIFICATE PLUS DRS) VOTE REMINDER LETTER
[People’s Bank Letterhead]
Dear Stockholder:
We recently mailed you proxy materials in connection with our upcoming Special Meeting of Stockholders, to be held on , 2007. According to our records, we have not received your proxy vote. For your convenience, we enclose another proxy card and return envelope. You may mail the proxy card using the envelope provided, or vote by using the telephone or internet voting instructions on the proxy card.
Please note that your vote counts. It is very important that your shares be voted, regardless of the number of shares you own! The Board of Directors has recommended that you vote “FOR” the two proposals. Not voting has the same effect as voting “AGAINST” the proposals, so I urge you to vote.
Please disregard this letter if you have already voted.
Thank you for your cooperation and your continued support of People’s Bank.
Sincerely, |
John A. Klein |
Chairman, President and Chief Executive Officer |
Note: Beneficial Owners will receive ADP’s standard vote reminder flyer.
12
SECURE STOCK ORDER FORM DROP BOX SIGN
STOCK ORDER FORM DROP BOX
Stock Order Forms, with full payment,
must be received by 11:00 a.m. on ________, 2007
ORDERS MAY NOT BE REVOKED ONCE SUBMITTED.
IF YOU HAVE QUESTIONS, PLEASE CONTACT OUR
STOCK INFORMATION CENTER AT 1-(800) ___-____
FOR ASSISTANCEBEFORE YOU SUBMIT YOUR ORDER.
THE CENTER IS OPEN MONDAY THROUGH FRIDAY
FROM 10:00 AM TO 4:00 PM
PLEASE NOTE:
PROXY CARDS SHOULDNOT BE DELIVERED TO THIS BOX. INSTEAD, PLEASE MAIL YOUR PROXY
CARD USING THE PROXY REPLY ENVELOPE
PROVIDED IN YOUR PACKAGE OR ASK OUR INFORMATION DESK FOR A PROXY REPLY
ENVELOPE.
PEOPLE’S BANK [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.
NOTE: This sign can be posted on or near the secure order form drop box that is proposed for the main office lobby.
13
QUESTIONS AND ANSWERS
This brochure contains information about the conversion of People’s Bank and its parent People’s Mutual Holdings and about the stock offering by People’s United Financial, Inc. You should read this document and the accompanying Prospectus for more information about the conversion and 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, beginning on page .
GENERAL
Q. | What is the conversion? |
A. | People’s Bank and its parent, People’s Mutual Holdings, are converting from a mutual holding company structure to a fully-public ownership structure in which 100% of outstanding common stock will be owned by public stockholders. Currently, People’s Mutual Holdings owns 57.7% of People’s Bank’s common stock. The remaining 42.3% of People’s Bank common stock is owned by public stockholders. As a result of the conversion, our newly-formed company, called People’s United Financial, will become the parent of People’s Bank. |
Shares of common stock of People’s United Financial, representing the 57.7% ownership interest of People’s Mutual Holdings in People’s Bank, are being offered for sale to eligible depositors and, possibly, to the public. At the completion of the conversion and related stock offering, current public stockholders of People’s Bank will exchange their shares of People’s Bank common stock for shares of common stock of People’s United Financial.
After the conversion and stock offering are completed, People’s Bank will become a wholly-owned subsidiary of People’s United Financial, and 100% of the common stock of People’s United Financial. will be owned by public stockholders. People’s Mutual Holdings will cease to exist.
See “The Conversion and Offering,” beginning on page of the Prospectus, for more information about the conversion and the share exchange applicable to People’s Bank stockholders.
Q. | What are the reasons for the conversion and related stock offering? |
A. | People’s Bank’s Board of Directors has determined that the conversion is in the best interest of the Bank, its depositors and other customers, its stockholders and the communities it serves. The conversion and stock offering are intended to provide People’s Bank and People’s United Financial with substantially greater access to capital than is available under our current mutual holding company structure and to significantly increase the liquidity of our common stock. In addition, the stock holding company structure will provide us with more flexibility in structuring mergers and acquisitions. |
14
The net proceeds raised in the offering will allow us to:
• | finance de novo expansion and support organic growth both inside and outside the state of Connecticut; |
• | acquire other financial institutions, businesses related to banking or branches, although there is no specific agreement with any institution or business at this time; |
• | increase lending to support continued growth in our commercial banking loan portfolios; |
• | form The People’s Community Foundation (the “Foundation”) to benefit the communities we serve; and |
• | use the additional capital for other general corporate purposes. |
Q. | Will customers notice any change in People’s Bank’s day-to-day activities as a result of the conversion? |
A. | No. It will be business as usual. The conversion is aninternalchange in corporate structure. There will be no change to People’s Bank’s management, staff or branches as a result of the conversion. People’s Bank will continue to operate as an independent bank. |
Q. | Will the conversion affect my deposit or loan with People’s Bank? |
A. | No. The conversion will not affect the balance or terms of any loan or deposit accounts you may have with People’s Bank, and deposits will continue to be federally-insured by the Federal Deposit Insurance Corporation (“FDIC”) up to the maximum legal limit. Deposit accounts will not be converted to stock. |
Q. | What is The People’s Community Foundation? |
A. | To continue People’s Bank’s long-standing commitment to its local communities, we intend to establish a charitable foundation, The People’s Community Foundation, as part of the conversion and stock offering. We will fund the Foundation with 2,000,000 shares of People’s United Financial common stock and $20 million in cash. The Foundation will make grants and donations to charitable causes and projects within our market area. We believe the Foundation will enhance the long-term value of our banking franchise. |
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THE PROXY VOTE
Q. | What are the two proposals that depositors are being asked to approve? |
A. | People’s Bank depositors as of , 2007 are being asked to vote to approve two proposals: |
• | The Plan of Conversion (the “Plan”) under which People’s Mutual Holdings will convert to stock form, and People’s United Financial, our newly-formed company, will offer for sale, in the form of shares of its common stock, People’s Mutual Holdings’ 57.7% ownership interest in People’s Bank; and |
• | The establishment and funding of The People’s Community Foundation. |
Q. | Are all People’s Bank customers eligible to vote on the Plan and the Foundation? |
A. | Depositors of People’s Bank as of , 2007 are eligible to vote on the Plan and the Foundation and have been mailed a Proxy Statement and proxy card(s). |
Q. | Why should I vote to approve the Plan and the Foundation? |
A. | Our Board of Directors believes that converting to a fully public structure will best support the growth of People’s Bank, and the Foundation will allow us to continue our long-standing commitment to our local communities. |
Your vote “For” the two proposals is extremely important.We cannot complete the conversion and stock offering or establish the Foundation unless we receive the affirmative vote of a majority of the total votes eligible to be cast by our depositors. (A similar vote requirement applies to our public stockholders. So, if you are a stockholder, please vote, even if you have already voted as a depositor.)
VOTING IS IMPORTANT! Not returning a proxy card has the same effect as a vote against the two proposals. People’s Bank’s Board of Directors recommends voting “FOR” each proposal.
Q. | What happens if I don’t vote? |
A. | Your vote is very important. Not voting all the proxy cards you receive will have the same effect as voting “Against” the Plan of Conversion and the Foundation. Without enough favorable votes, we will not be able to proceed with the conversion and related stock offering or establish the Foundation. |
Q. | How do I vote? |
A. | In the package you received, there are one or more proxy cards, as well as a Prospectus and Proxy Statement. In order to cast your votes, you may fill out and sign each proxy card, and return the card(s) to us in the enclosed Proxy Reply envelope. Alternatively, you may vote by internet or telephone, by following the simple instructions on the proxy card. Each proxy card has a unique number to be entered if you choose to vote by internet or telephone. |
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PLEASE VOTE PROMPTLY.
Q. | Why did I receive more than one proxy card? Do I need to vote them all? |
A. | If you have several deposit accounts at People’s Bank, youmay have received more than one proxy card, depending on the types of accounts you have.It is important that you vote ALL of the proxy cards that you receive. |
Q. | More than one name appears on my proxy card(s). Who must sign? |
A. | The names reflect the title of your deposit account(s). Proxy cards for joint deposit accounts require the signature of only one of the owners. Proxy cards for trust or custodian accounts must be signed by the trustee or the custodian, not the listed beneficiary. |
INFORMATION ABOUT THE STOCK OFFERING AND PURCHASING SHARES
Q. | How many shares are being offered and at what price? |
A. | People’s United Financial is offering for sale between 127,500,000 and 172,500,000 shares (subject to increase to 198,375,000 shares) of common stock at $20.00 per share. No commission will be charged to purchasers in the offering. |
Q. | Who is eligible to purchase stock in the subscription offering? |
A. | Under the Plan of Conversion, non-transferable rights to buy shares of People’s United Financial common stock in the Subscription Offering have been granted in the following order of priority: |
Priority # 1 – People’s Bank depositors with aggregate balances of at least $50 on June 30, 2005;
Priority # 2 – People’s Bank’s tax-qualified employee benefit plans;
Priority # 3 – People’s Bank depositors with aggregate balances of at least $50 on December 31, 2006;
Priority #4 – People’s Bank depositors on , 2007.
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Shares not sold in the Subscription Offering may be offered for sale, at $20.00 per share, in a Syndicated Offering to the general public.
Q. | How may I buy shares during the Subscription Offering? |
A. | Depositors eligible to purchase stock in the Subscription Offering have received a stock order form in this package. Shares can be purchased by completing the stock order form and returning it, with full payment, so that it is physically received (not postmarked) by , 2007. Delivery of a stock order form may be made by mail, using the enclosed Order Reply envelope or by overnight delivery to the address noted on the stock order form. Stock order forms may also be hand-delivered to a secure drop box located at the information desk in our main office lobby at 850 Main Street, Bridgeport, Connecticut. Stock order forms may NOT be delivered to People’s Bank banking or other offices. |
Q. | What is the deadline for purchasing shares? |
A. | To purchase shares in the Subscription Offering, you must deliver a properly-executed stock order form, with full payment, so that it is received by us (not postmarked) by 11:00 a.m. Eastern time, on , 2007. Acceptable methods for delivery of stock order forms are described above. |
Q. | How may I pay for my shares? |
A. | Payment for shares can be remitted in two ways: |
(1)By personal check, bank check or money order, payable directly to People’s United Financial. These will be cashed upon receipt. We cannot accept cash, wires, or third-party checks. People’s Bank equity line of credit checks and funds drawn from People’s Bank personal credit lines may not be remitted for this purchase.
(2)By authorized withdrawal of funds from People’s Bank deposit account(s). The stock order form section titled “Method of Payment - Deposit Account Withdrawal�� allows you to list the account number(s) and amount(s) to be withdrawn. Funds designated for direct withdrawal must be in the account(s) at the time the stock order form is received. You may not authorize direct withdrawal from People’s Bank IRA or Keogh accounts or accounts with check-writing privileges. If you wish to use funds in a People’s Bank checking account, please make payment by a check drawn on the account. See information on IRAs below.
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Q. | Will I earn interest on my funds? |
A. | Yes. If you pay by personal check, bank check or money order, you will earn interest at the People’s Bank passbook savings rate from the date we process your payment until the completion of the conversion and offering. At that time, you will be issued a check for interest earned on these funds. If you pay for shares by authorizing a direct withdrawal from your People’s Bank deposit account(s), a hold will be placed on the funds, making them unavailable to you; however your funds will continue earning interest within the account(s), at the contract rate. The interest will remain in your account(s) when the designated withdrawal is made, upon completion of the conversion and offering. |
Q. | Are there limits to how many shares I can order? |
A. | Yes. The minimum order is 25 shares ($500). The maximum number of shares that may be purchased during the stock offering by one person, or persons exercising subscription rights through a single qualifying deposit account held jointly, is 100,000 ($2.0 million). Also, no person, with associates, or with persons acting in concert, may purchase more than 100,000 shares ($2.0 million) in the stock offering. More detail on purchase limits, including the definition of “associate” and “acting in concert,” can be found beginning on page of the Prospectus. |
Q. | I am eligible to subscribe for shares of common stock in the Subscription Offering but am not interested in investing. May I allow someone else to use my stock order form to take advantage of my priority as an eligible depositor? |
A. | No. Subscription rights are nontransferable! Only eligible People’s Bank depositors may purchase shares in the Subscription Offering. To preserve subscription rights, the shares may only be registered in the names of eligible depositor(s). On occasion, unscrupulous people attempt to persuade eligible accountholders to transfer subscription rights, or to purchase shares in the Subscription Offering based on an understanding that the shares will be subsequently transferred to others. Participation in such schemes is against the law and may subject involved parties to prosecution. If you become aware of any such activities, please notify our Stock Information Center promptly so that we can take the necessary steps to protect our eligible depositors’ subscription rights in the offering. We urge you to read the enclosed“Office of Thrift Supervision Guidance for Accountholders” for more information on this important topic. |
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Q. | May I use my People’s Bank IRA to purchase the shares? |
A. | If you wish to use any of the funds that are currently in a People’s Bank IRA or other retirement account, the funds must be transferred, before your order is placed, to a brokerage firm or other type of independent trustee, other than Peoples Securities, Inc. If you are interested in using IRA or any other retirement funds held at People’s Bank or elsewhere, please call our Stock Information Center as soon as possible for assistance, but no later than , 2007. Your ability to use such funds for this purchase may depend on time constraints, because this type of purchase requires additional processing time, and may be subject to limitations imposed by the institution where the funds are held. We cannot guarantee that you will be able to use retirement funds held with People’s Bank or elsewhere for this purpose. |
Q. | May I use a loan from People’s Bank to pay for shares? |
A. | No. People’s Bank, by regulation, may not extend a loan for the purchase of People’s United Financial common stock in the offering. For this reason, you may not use existing People’s Bank equity line of credit checks or People’s Bank personal credit line funds to purchase stock in the offering. |
Q. | Can I change my mind after I placed an order to subscribe for stock? |
A. | No. After receipt by us, your order cannot be modified or withdrawn. |
Q. | Will the stock be insured? |
A. | No. Like any common stock, People’s United Financial’s stock will not be insured. |
Q. | Does People’s United Financial intend to pay dividends on the stock? |
A. | Yes. The amount of dividends that People’s United Financial initially intends to pay to its stockholders following the conversion is intended to approximate the per-share dividend amount, adjusted to reflect the share exchange, that People’s Bank stockholders currently receive on their shares of People’s Bank common stock. However, the continued payment of dividends will depend on our earnings and financial condition and other factors. People’s United Financial cannot guarantee that we will pay dividends in the future or, if we pay dividends, the amount and frequency of these dividends. |
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Q. | How will People’s United Financial shares trade? |
A. | People’s Bank common stock is currently listed on the Nasdaq Global Select Market under the symbol “PBCT.” Upon completion of the offering, the newly issued shares of People’s United Financial common stock will replace the existing shares. For a period of 20 trading days following the completion of the offering, we expect that People’s United Financial’s trading symbol will be “PBCTD.” Thereafter, the symbol will revert to “PBCT.” |
Q. | Are officers and directors of People’s Bank planning to purchase stock? |
A. | Yes! Collectively, People’s Bank’s directors and executive officers and their associates expect to purchase nearly $8 million of the common stock being offered (387,500 shares). |
Q. | If I purchase shares in the Peoples United Financial Subscription Offering, when will I receive my stock certificate? |
A. | Stock certificates will be mailed by our transfer agent, Mellon Investor Services, as soon as possible after completion of the stock offering.Although the shares of People’s United Financial common stock will have begun trading, brokerage firms may require that you have received your stock certificate(s) prior to selling your shares. |
WHERE TO GET MORE INFORMATION
Q. | Where can I call to get more information? |
A. | For more information, refer to the enclosed Prospectus or call at our Stock Information Center, toll-free, at 1- ( )- - , from 10:00 a.m. to 4:00 p.m., Eastern Time, Monday through Friday. |
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 governmental agency.
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