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Beneficial Mutual Bancorp, Inc., the holding
company for Beneficial Mutual Savings Bank, is
offering shares of its common stock for sale in a
minority stock offering. In addition to the shares
offered in our initial public offering, Beneficial
Mutual Bancorp, Inc. will be offering shares of its
common stock to shareholders of FMS Financial
Corporation in connection with the merger of FMS
Financial with Beneficial Mutual Bancorp, Inc.
FMS Financial shareholders will be given the
opportunity to exchange their shares for cash,
Beneficial Mutual Bancorp common stock, or a
combination thereof. We are raising capital to
support Beneficial Mutual Savings Bank’s future
growth. In addition, as part of the offering and in
furtherance of the Bank’s long-standing commitment
to its local community, the Bank intends to establish
and fund, through a contribution of cash and shares
of our common stock, a charitable foundation to be
known as The Beneficial Foundation. The
foundation will be dedicated to the promotion of
charitable causes within the communities in which
the Bank operates.
No. The offering will have no effect on the balance
or terms of any deposit account. Your deposits will
continue to be federally insured to the fullest extent
permissible by law. The terms, including interest
rate, of your loans with us will also be unaffected by
Investment in common stock involves certain risks.
For a discussion of these risks and other factors,
investors are urged to read the accompanying
prospectus, particularly the section entitled “Risk
The common stock of Beneficial Mutual Bancorp,
Inc. will be offered in the Subscription Offering in
the following order of priority:
Upon completion of the subscription offering,
common stock that is not sold in the subscription
offering, if any, will be offered first to certain
members of the general public in a community
offering and then, to the extent any shares remain, to
the general public in a syndicated community
offering and/or an underwritten public offering.
- Eligible Account Holders - depositors of
Beneficial Mutual Savings Bank with accounts
totaling $50 or more on the close of business
November 30, 2005;
- Employee stock ownership plan of Beneficial
Mutual Savings Bank;
- Supplemental Eligible Account Holders -
depositors of Beneficial Mutual Savings Bank
with accounts totaling $50 or more on the close
of business March 31, 2007.
- Other Depositors - depositors of Beneficial
Mutual Savings Bank with accounts on the
close of business April 30, 2007.
No. It is possible that orders received during the
offering period will exceed the number of shares
being sold. Such an oversubscription would result in
shares being allocated among subscribers starting
with subscribers who are Eligible Account Holders.
If the offering is oversubscribed in the subscription
offering, no orders received in the community
offering will be filled.
No. All accounts remain as they were prior to the
Beneficial Mutual Bancorp, Inc. is offering for sale
up to 20,527,500 shares of common stock at a subscription
price of $10 per share. Under certain circumstances,
BeneficialMutual Bancorp, Inc., may increase
the maximum and sell up to 23,606,625 shares.
The minimum purchase is $250 (25 shares).As more
fully discussed in the plan of stock issuance described
in the prospectus, the maximum purchase by
any person in the subscription or community offering
is $250,000 (25,000 shares); no person by himself or
herself, with an associate or group of persons acting
in concert, may purchase more than $500,000
(50,000 shares) of common stock in the offering.
You may subscribe for shares of common stock by
completing and returning the stock order and
certification form, together with your payment,
either in person to the main office of Beneficial
Mutual Savings Bank or by mail in the postage-paid
envelope marked “STOCK ORDER RETURN.”
Stock order forms may not be delivered to any of the
Bank’s branch offices other than the main office
located at 530 Walnut St., Philadelphia, PA. Stock
order forms will not be accepted at any branch
offices other than the main office.
You can pay for the common stock by check, cash,
money order, or withdrawal from your deposit
account or certificate of deposit at Beneficial Mutual
Savings Bank. Withdrawals from a deposit account
or a certificate of deposit at the Bank to buy common
stock may be made without penalty. If you choose to
pay by cash, you must deliver the stock order and
certification form and payment in person to the main
office of Beneficial Mutual Savings Bank and it will
be exchanged for a bank check or money order.
Please do not send cash in the mail.
No. Regulations prohibit the Bank from making
loans to individuals to purchase the Bank’s stock.
You may not submit a check, or authorize a
withdrawal, from funds drawn on a Beneficial
Mutual Savings Bank line of credit.
An executed stock order form with the required full
payment must be physically received (not
postmarked) by Beneficial Mutual Savings Bank no
later than 4:00 p.m., Eastern time, on Monday, June
Federal regulations do not permit the purchase of
common stock with your existing IRA account at
Beneficial Mutual Savings Bank. To use such funds
to subscribe for common stock, you need to establish
a “self directed” trust account with an unaffiliated
trustee. However, if you intend to use other funds to
subscribe for common stock due to your eligibility as
an IRA account holder, you need not close and transfer the IRA account. Please call our stock
information center if you require additional
information. The transfer of such funds takes time,
so please make arrangements as soon as possible.
No. Federal regulations prohibit the transfer of
subscription rights. Adding the names of other
persons who are not owners of your qualifying
account(s) will result in the loss of your subscription
rights and could result in legal action against you.
No. A name can be deleted only in the event of the
death of a named eligible depositor.
Yes. Any payment made in cash or by check or
money order will earn interest at Beneficial Mutual
Savings Bank’s passbook rate from the date of
receipt to the completion or termination of the
offering. Depositors who elect to pay for their
common stock by a withdrawal authorization will
receive interest at the passbook rate on the account
until the completion or termination of the offering.
Beneficial Mutual Bancorp, Inc. has not yet
established a cash dividend policy or determined the
amount thatmay be paid orwhen paymentsmay begin.
Following the completion of the offering, our
shares of common stock are expected to trade on
the Nasdaq Global Select Market under the symbol
No. After receipt, your order may not be modified
In keeping with the Bank’s long standing
commitment to its community, Beneficial Mutual
Bancorp, Inc.’s plan of stock issuance provides for
the establishment and funding of a charitable
foundation to be known as The Beneficial
Foundation. The foundation will be dedicated to
charitable causes within the communities in which
Beneficial Mutual Savings Bank operates.
Beneficial Mutual Bancorp, Inc.’s prospectus that
accompanies this brochure describes the offering in
detail. Please read the prospectus carefully before
subscribing for stock. If you have any questions
after reading the enclosed material, you may call
our stock information center 866-254-1216,
Monday through Friday, between the hours of
10:00 a.m. and 4:00 p.m., Eastern time. Additional
material may only be obtained from the stock