CCSB
Financial Corp.
Stock Order Form
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Stock Information Center Expiration Date
Clay County Savings and Loan Association for Stock Order Forms:
1178 West 152 Highway December , 2002
Liberty, Missouri 64068 12:00 Noon, Missouri time,
(816) - Unless Extended
IMPORTANT--PLEASE NOTE: A properly completed original stock order form must
be used to subscribe for common shares. Faxes or copies of this form will not
be accepted. Please read the Stock Ownership Guide and Stock Order Form
Instructions as you complete this Form.
(1) Number of Shares Subscription Price (2) Total Payment Due
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X $10.00 = $
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(3) Employee/Office/Director Information
[_] Check here if you are a director, officer or employee of Clay County
Savings or a member of such person's immediate family.
(4) Method of Payment/Check
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Enclosed is a check, bank draft or money order $
made payable to CCSB Financial Corp. in the
amount of:
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NO WIRE TRANSFERS WILL BE ACCEPTED.
(5) Method of Payment/Withdrawal
The undersigned authorizes withdrawal from the following account(s) at Clay
County Savings. There is no penalty for early withdrawal for purposes of this
payment.
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Account Number(s) Withdrawal Amount(s)
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$
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$
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$
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Total Withdrawal amount $
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(6) Purchase Information
a. [_] Eligible Accounts Holder -- Check here if you were a depositor of at
least $50.00 at Clay County Savings on December 31, 2000. Enter
information below for all deposit accounts that you had at Clay County
Savings on December 31, 2000.
b. [_] Supplemental Eligible Account Holder -- Check here if you were a
depositor of at least $50.00 at Clay County Savings on September 30, 2002
but are not an Eligible Account Holder. Enter information below for all
deposit accounts that you had at Clay County Savings on September 30,
2002.
c. [_] Other Members -- Check here if you were a depositor as of October 31,
2002 and/or a borrower with a loan outstanding on May 7, 1975, which
continues to be outstanding on October 31, 2002. Enter information for
all such deposit and/or loan accounts that you had at Clay County
Savings on October 31, 2002.
d. [_] Local Community Resident -- Check here if you are a resident of Clay
County, Missouri.
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..These account numbers correspond to the preprinted account name(s) and
ownership in the top left hand corner of this form.
..These may not be all of your qualifying accounts. Other account ownerships may
be listed on separate proxy and/or stock order forms.
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ACCOUNT INFORMATION
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..You must list in the box to the right any account numbers from other stock order
forms you have received in the mail and any other accounts that you have, or have
had ownership in, at Clay County Savings.
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..If you do not list all of your accounts, you may not receive all of the shares that you
are eligible for.
Account Title (Names on Accounts) Account Number(s)
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(7) Stock Registration/Form of Stock Ownership (stock must be registered in
the name of an Account Holder)
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Individual Joint Tenants Tenants in Common Fiduciary (Under Agreement Dated , )
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Individual Retirement Account (IRA) Corporation or Partnership Uniform Transfer to Minors Act Other
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(8) Name(s) in which shares are to be registered (Please print clearly) Social Security # or Tax ID
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Name(s) continued Telephone (Daytime) E-Mail
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Street Address City State Zip Code
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(9) NASD Affiliation
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Check here if you are a member of the National Association of Securities Dealers, Inc., a person associated with
an NASD member, a member of the immediate family of any such person to whose support such person
contributes, directly or indirectly, or the holder of an account in which an NASD member or person associated with
an NASD member has a beneficial interest. To comply with conditions under which an exemption from the NASD's
Interpretation With Respect to Free-Riding and Withholding is available, you agree, if you have checked the NASD
Affiliation box, (i) not to sell, transfer or hypothecate the stock for a period of 90 days following issuance, and (ii) to
report this subscription in writing to the applicable NASD member within one day of payment therefor.
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(10) Associate--Acting in concert
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Check here and complete the reverse side of this
Form, if you or any Associate (as defined on the
reverse side of this Form) or persons Acting in
Concert (as defined on the reverse side of this
Form) with you have submitted other orders for
shares in the Subscription Offering and/or the
Community Offering.
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(11) Acknowledgment
To be effective, this fully completed Stock Order Form and Form of
Certification must be actually received by Clay County Savings and Loan
Association, no later than 12:00 Noon, Missouri time, on December , 2002,
unless extended. Otherwise this Stock Order Form and all subscription rights
will be void. Completed Stock Order Forms, together with the executed Form of
Certification and the required payment or withdrawal authorization, may be
delivered to Clay County Savings or may be mailed to the address indicated on
the enclosed business reply envelope.
It is understood that this Stock Order Form will be accepted in accordance
with, and subject to, the terms and conditions of the Plan of Conversion of
Clay County Savings described in the accompanying Prospectus. If the Plan of
Conversion is not approved by the members of Clay County Savings at a Special
Meeting to be held on December , 2002, or any adjournment thereof, all
orders will be cancelled and funds received as payment, with accrued interest,
will be returned promptly.
The undersigned agrees that after receipt by Clay County Savings, this Stock
Order Form may not be modified, withdrawn or cancelled without Clay County
Savings' consent, and if authorization to withdraw from deposit accounts at
Clay County Savings has been given as payment for shares, the amount
authorized for withdrawal shall not otherwise be available for withdrawal by
the undersigned. Under penalty of perjury, I certify that the Social Security
or Tax ID Number and the other information provided in this Stock Order Form
are true, correct and complete and that I am not subject to back-up
withholding.
Potential purchasers warrant that they are purchasing only for their own
account and that there is no agreement or understanding regarding the transfer
of the subscription rights or the sale or transfer of the shares. The Plan of
Conversion prohibits any person from transferring or entering into any
agreement directly or indirectly to transfer the legal or beneficial ownership
of subscription rights, or the underlying securities to the account of
another. Clay County Savings and CCSB Financial Corp. will pursue any and all
legal and equitable remedies in the event they become aware of the transfer of
subscription rights and will not honor orders known to them to involve such
transfer. Subscription rights are not transferable, and persons with
subscription rights may not subscribe for shares for the benefit of any other
person. If you violate this prohibition, you may lose your rights to purchase
shares and may face criminal prosecution and/or other sanctions. I acknowledge
that the shares of common stock offered are not savings or deposit accounts
and are not insured by the Savings Association Insurance Fund, the Bank
Insurance Fund, the Federal Deposit Insurance Corporation, or any other
government agency, may lose value and are not guaranteed by CCSB Financial
Corp. I further acknowledge receipt of the Prospectus at least 48 hours prior
to delivery of this Stock Order Form to Clay County Savings.
A VALID STOCK ORDER FORM MUST BE SIGNED AND DATED TWICE: BELOW AND ON THE FORM
OF CERTIFICATION ON THE REVERSE HEREOF. Date Received
Signature Date Signature Date OFFICE USE
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A SIGNED FORM OF CERTIFICATION MUST ACCOMPANY ALL STOCK ORDER FORMS (SEE REVERSE SIDE) Batch # Order #
(right arrow)
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Item (6)a, b--(continued)
Account Title (Names on Accounts) Account Number(s)
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Item (10)--(continued)
List below all other orders submitted by you or your Associates (as defined) or
by persons Acting in Concert (as defined) with you.
Name(s) listed on other Number of Shares
Stock Order Forms Ordered
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"Associate" when used to indicate a relationship with any person is defined as
(i) any corporation or organization (other than CCSB Financial Corp. Clay
County Savings, or any majority-owned subsidiary thereof), of which such person
is an officer, director or partner or is, directly or indirectly, the
beneficial owner of 10% or more of any class of equity securities of the
corporation or organization, (ii) any trust or other estate in which such
person has a substantial beneficial interest or as to which person serves as a
trustee or in a similar fiduciary capacity (exclusive of any tax-qualified
stock benefit plan), (iii) any person who is related by blood or marriage to
such person, and (a) lives in the same home as such person; or (b) is a
director or senior officer of Clay County Savings or any affiliate thereof, and
(iv) any person Acting in Concert with any of the persons or entities specified
in clauses (i) through (iii) provided that, for purposes of aggregating total
shares that may be held by Officers and Directors the term "Associate" does not
include any tax-qualified employee stock benefit plan.
"Acting in Concert" is defined as (i) knowing participation in a joint activity
or interdependent conscious parallel action towards a common goal whether or
not pursuant to an express agreement or understanding; (ii) a combination or
pooling of voting or other interests in the securities of an issuer for a
common purpose pursuant to any contract, understanding, relationship, agreement
or other arrangement, whether written or otherwise. A person or company which
acts in concert with another person or company ("other party") shall also be
deemed to be acting in concert with any person or company who is also acting in
concert with that other party, except that any tax-qualified employee stock
benefit plan will not be deemed to be acting in concert with its trustee or a
person who serves in a similar capacity solely for the purpose of determining
whether stock held by the trustee and stock held by the plan will be aggregated.
A valid stock order form must be signed and dated below and on the front of
this form.
FORM OF CERTIFICATION
I/WE ACKNOWLEDGE THAT THE COMMON SHARES OF CCSB FINANCIAL CORP. ARE NOT DEPOSIT
OR SAVINGS ACCOUNTS AND ARE NOT FEDERALLY INSURED, AND ARE NOT GUARANTEED BY
CLAY COUNTY SAVINGS OR BY THE FEDERAL GOVERNMENT. THE ENTIRE AMOUNT OF AN
INVESTOR'S PRINCIPAL IS SUBJECT TO LOSS.
If anyone asserts that the common shares are federally insured or guaranteed,
or are as safe as an insured deposit, I should call the Stock Information
Center at .
I/We further certify that, before purchasing the common shares, par value of
$0.01 per share, of CCSB FINANCIAL CORP. the proposed holding company for CLAY
COUNTY SAVINGS, I/we received a Prospectus dated November , 2002 which
contains disclosure concerning the nature of the common shares being offered
and describes the following risks involved in the investment under the heading
"RISK FACTORS" beginning on page of the Prospectus.
1. We had an operating loss during our last full fiscal year and the factors
resulting in such loss may continue in the future and have an adverse impact
on our operating results and stock price.
2. The relatively small amount of stock being offered makes it unlikely that an
active and liquid trading market for the stock will develop, and the
liquidity and price of the stock may be adversely affected by a limited
trading market.
3. Strong competition within our market area may limit our growth and
profitability.
4. There are increased lending risks associated with construction, commercial
real estate, commercial business and home equity lending.
5. If our allowance for loan losses is not sufficient to cover actual loan
losses, our earnings could decrease.
6. Our return on equity will be low compared to other financial institutions.
This could negatively affect the trading price of our common stock.
7. Our stock benefit plans will increase our costs, which will reduce our
income and stockholders' equity.
8. The implementation of stock-based benefit plans may dilute your ownership
interest.
9. Loss of key officers could hurt Clay County Savings' operations.
10. Expected voting control by management and employees could enable insiders
to prevent a merger that may provide shareholders a premium for their
shares.
11. We intend to remain independent and you should not expect to receive a
takeover premium for our common stock in the near term.
12. Our stock value may suffer due to our ability to impede potential takeovers.
Signature Name (Please Print) Date
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CCSB
Financial Corp.
Stock Order Form Instructions
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Item 1--
..Fill in the number of shares that you wish to purchase.
..The minimum order is 25 shares. The maximum order by (i) any person or entity
or (ii) persons or entities exercising rights through a single account is
10,000 shares ($100,000). In addition, no person or entity, or group of
persons Acting in Concert, (as defined in the Prospectus and on the back of
the Stock Order Form) together with any Associates (as defined in the
Prospectus and on the back of the Stock Order Form), may subscribe for more
than 30,000 shares ($300,000).
..CCSB Financial Corp. and Clay County Savings and Loan Association have the
right to reject the order of any subscriber who (i) submits false or
misleading information on a Stock Order Form or otherwise, (ii) attempts to
purchase shares in violation of the Plan of Conversion or applicable law or
(iii) fails to cooperate with attempts to verify information with respect to
purchase rights.
Item 2--
..Multiply the shares ordered by $10.00 per share.
Item 3--
..Check the box if you are a director, officer or employee of Clay County
Savings or are a member of such person's immediate family.
Item 4--
..You can pay for shares in cash (if delivered by you) or by check, bank draft
or money order made payable to CCSB Financial Corp.
..Funds earn interest at the current Clay County Savings passbook rate until the
Offering is completed or terminated.
..Do not mail cash to purchase stock.
..Wire transfers will not be accepted as payment.
Item 5--
..If you plan to pay for your order by a withdrawal from an Clay County Savings
deposit account, list the account number(s) and the amount of withdrawal for
each account.
..Your order will be returned if, on the date your order is received, the
accounts designated do not contain sufficient funds to complete your purchase.
..There is no penalty for early withdrawals to pay for stock purchases.
Item 6--
..Please check the appropriate box to tell us when you were a depositor of at
least $50.00 at Clay County Savings.
..The preprinted account numbers correspond to the preprinted qualifying account
registration name and address at the top of the order form.
..These may not be all of your qualifying accounts.
..You must make sure that every account you have ownership in or have had
ownership in at Clay County Savings is listed.
..If you do not list all of your accounts, you may not receive all of the shares
you are eligible for.
Item 7--
..Please consult the Stock Ownership Guide on the back for help with these
sections.
Item 8--
..The name and address for the stock registration should be the same as the name
and address in the preprinted section at the top of your stock order form.
Item 9--
..Please check the box if you are a member of the NASD or if this item otherwise
applies to you.
Item 10--
..Please check this box if any of your Associates or persons Acting in Concert
with you (as defined on the back of the Stock Order Form) have submitted other
orders for shares.
Item 11--
..Please sign and date the Stock Order Form where indicated.
..Review the Stock Order Form carefully, including the Acknowledgment, before
you sign.
..An additional signature is required only when payment is authorized from a
deposit account that requires multiple signatures to withdraw funds.
..If you have any remaining questions, or for assistance in completing your
Stock Order Form, please call the Stock Information Center at .
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Stock Ownership Guide
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If you decide to subscribe for common shares, you will need to register your
common shares in one of the following ways. Please consult this guide when
completing Items 7 and 8 of your Stock Order Form.
Individual
.. Include the first name, middle initial and last name of the shareholder.
.. Avoid the use of two initials.
.. Omit titles such as "Mr." "Mrs." or "Dr."
Joint Tenants
.. Joint Tenant can be used to identify two or more owners.
.. When stock is held by joint tenants, ownership passes automatically to the
surviving joint tenant(s) upon the death of any joint tenant.
.. All parties must agree to the transfer or sale of shares held by joint
tenants.
.. In order to subscribe as joint tenants, all tenants must appear together on
an eligible joint tenant account at Clay County Savings.
Tenants in Common
.. Tenants in common may be used to identify two or more owners.
.. When stock is held by tenants in common, upon the death of one co-tenant,
ownership of the stock is held by the surviving co-tenant(s) and by the heirs
of the deceased co-tenant.
.. All parties must agree to the transfer or sale of shares held by tenants in
common.
.. In order to subscribe as tenants in common, all tenants must appear together
on an eligible tenants in common account at Clay County Savings.
Uniform Transfer to Minors
.. Shares may be held in the name of a custodian for a minor under the Uniform
Transfer to Minors Acts of each state.
.. There may be only one custodian and one minor designated on a stock
certificate.
.. Example, shares held by John Doe as custodian for Susan Doe under the
Connecticut Uniform Transfer to Minors Act will be abbreviated: John Doe,
CUST Susan Doe UTMA, CT.
.. Use the minor's social security number.
Fiduciaries
Information provided with respect to shares to be held in a fiduciary capacity
must contain the following:
.. The name(s) of the fiduciary. If an individual, list the first name, middle
initial and last name. If a corporation, list the full corporate title. If an
individual and a corporation, list the corporation before the individual.
.. The fiduciary capacity, such as administrator, executor, trustee, committee,
etc.
.. The date of the document governing the relationship.
.. The name of the maker, donor or testator and the name of the beneficiary.
.. An example of fiduciary ownership in the case of a trust is:
John Doe, Trustee Under Agreement Dated 10-1-87 for Susan Doe.
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