Attached files
| file | filename |
|---|---|
| 8-K - Reliance Bancshares, Inc. | offering_8k.htm |
April 5,
2010
Dear
Shareholder:
By almost
any standard, 2009 was a very difficult year for Reliance Bancshares,
Inc. The year was one of unprecedented economic uncertainty as we
experienced the brunt of the worst recession in 70 years. It was the
most extraordinary and challenging year for the financial services industry and
the global economy in my lifetime. At the end of last week, our proxy
material and form 10-K including our complete financial statements were mailed
to you. I hope you can attend our Annual Shareholders’ meeting on
Tuesday, May 4, 2010, but encourage you to return your proxy now whether you
plan to attend or not. We will provide you with a complete update on
your company at the meeting and some of the positive things that happened during
2009 and will continue happening for the next several years.
The Board
of Directors of Reliance Bancshares, Inc. has made some changes to our 7%
Perpetual Convertible Preferred Stock, Series C. Originally, the
issue had non-cumulative dividends but the Board voted to change this and make
the dividends cumulative. The Private Offering Memorandum has been
revised to reflect this change. This preferred stock pays a 7% annual
dividend and is convertible into Reliance Bancshares, Inc. common stock at $7.00
per share at any time in the future, subject to adjustments. The
preferred stock cannot be converted by the company for ten years and then can
only be converted if the price of Reliance common stock has been trading at
$8.40 a share or higher for thirty consecutive days, subject to
adjustments. The stock, however, can be converted by the holder at
any time.
The Board
also voted to have a new Common Stock Issue at a price of $3.00 per
share. Our goal is to raise at least $10 million at this
time. The proceeds from this offering will be used as working capital
and can be contributed to the company’s subsidiary bank or thrift as additional
capital to permit them to continue to meet regulatory capital requirements while
supporting their expected growth. Should the economy improve, it
could also be used by the company to acquire existing banks, thrifts, or bank
holding companies.
Both the
Preferred Stock Issue and the Common Stock Issue are available only to
“accredited investors” under Regulation D of the U.S. Securities and Exchange
Commission. These securities have not been registered with the SEC or
any State and may not be offered or sold in the United States absent
registration or an applicable exemption from registration. For this
reason, both stock issues are being offered only under the aforesaid exemption
of Regulation D.
Shareholders
April 5,
2010
Page
Two
This
letter does not constitute an offer of these shares. These new
separate offerings will be made by Reliance only under the terms and conditions
described in the Private Offering Memorandums covering these
shares. If you qualify as an “accredited investor” and you have an
interest in receiving information on either or both, the Common Stock Offering
or the Preferred Stock Offering, please notify Charlotte Satory or me and we
will forward the applicable Private Offering Memorandum and accompanying
documents to you. Our e-mail and telephone numbers are:
Charlotte L.
Satory 314-569-7201 csatory@reliancebankstl.com
Jerry S. Von
Rohr 314-569-7206 jvonrohr@reliancebankstl.com
Thanks
for your interest in this offering. I look forward to seeing you at
our annual meeting on May 4.
Sincerely,
Jerry S. Von Rohr
Chairman
and Chief Executive Officer
JSVR:cls