EXHIBIT 99.1
Stock Offering Expires
Time
_________, 1998
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Stock Center
PCB Holding Company
(Holding Company for Peoples Building and Loan Association, F.A.)
STOCK ORDER FORM
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NUMBER OF SHARES
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Number of Shares Purchase Price Total Payment Due
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X $10.00
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The minimum number of shares that may be subscribed for is 25 and the maximum
number for any person together with their associates or persons acting in
concert in the Conversion is 6,500 shares. Management has the discretion to
increase or decrease the purchase limit within regulations. ORDERS OF $25,000
OR MORE MUST BE PAID BY PEOPLES BUILDING AND LOAN ASSOCIATION, F.A. ACCOUNT
WITHDRAWALS, CERTIFIED FUNDS, CASHIER'S CHECK OR MONEY ORDER.
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METHOD OF PAYMENT
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[_] Enclosed is a check or money order made payable to PEOPLES BUILDING AND
LOAN ASSOCIATION F.A. for $____________.Do not
mail cash. Please take cash payment in person to
any Peoples Building and Loan Association, F.A
office.
[_] I authorize Peoples Building and Loan Association to withdraw the indicated
amounts from the following Peoples Building and Loan accounts, and
understand that the amounts will not otherwise be available for withdrawal.
Account Number Amount
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$ To withdraw from an account with check
- ----------------------------------------------------- writing privileges, please write a check. Call
$ the Stock Center for IRA transactions).
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$ There will be no penalty for early withdrawals
- ----------------------------------------------------- of funds used to order stock.
$
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PURCHASER INFORMATION
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[_] Check here if you are a director, officer or employee of Peoples Building
and Loan Association, F.A.or a member of their immediate families.
[_] Check here if you were a depositor on December 31, 1996, March 31, 1998,
or Peoples Building and Loan F.A. If you check this box, please enter all
your account information for each of these dates on REVERSE SIDE: (If you
need additional space, please attach a separate sheet.)
[_] I am not acting in concert with any other persons purchasing stock in the
Conversion nor are any of my associates purchasing stock.
[_] I am acting in concert with the following purchasers and/or the following
purchasers are my associates: _______________, _______________,
_______________.
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STOCK REGISTRATION
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Please review the guidelines on the back of this form. Print the name(s) in
which you want the stock registered and the mailing address for the
registration. Names must appear exactly as on your account at Peoples Building
and Loan F. A. if you are subscribing as an Eligible Account Holder,
Supplemental Account Holder or Other Member. SUBSCRIPTION RIGHTS ARE NOT
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TRANSFERABLE.
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Form of ownership: Please check one.
[_] Individual [_] Tenants in common [_] Uniform Transfers to Minors Act
[_] Joint Tenants [_] Corporation or partnership [_] Uniform Gifts to Minors Act
[_] Other ______________________ [_] Fiduciary _______________________
please specify adoption date
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Name Social Security or Tax I.D. No.
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Name Evening Telephone
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Street Address Daytime Telephone
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City State Zip County of Residence
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NASD AFFILIATION
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Please read the NASD Affiliation NASD member or person associated with
section on the reverse side of this an NASD member has a beneficial
form: Check if applicable and interest. In accordance with the
initial where indicated with *. conditions for an exception from the
[_] Check here if you are a member of interpretation, I agree (I) not to
the NASD or a person associated with sell, transfer or hypothecate this
an NASD member or a partner with a stock for a period of 90 days
securities brokerage firm or a following issuance and (ii) to report
member of the immediate family of this subscription in writing to the
any such person to whose support applicable NASD member I am
such person contributes directly or associated with within one day of
indirectly or if you have an account payment of the stock.
in which an *_____________________(Initial)
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ACKNOWLEDGEMENTS
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To purchase stock in the Subscription Offering, this fully completed Stock Order
Form must be actually received by People Building and Loan Association, F.A. no
later than_________, Central Time on _______, 1998 unless extended, otherwise
this Stock Order Form and all subscription rights will be void. Completed Stock
Order Forms, together with the required payment or withdrawal authorization and
signed Certification, may be delivered to Peoples Building and Loan Association,
F.A. or may be mailed to the address indicated on the enclosed business reply
envelope. All rights exercisable hereunder are not transferable and shares
purchased upon exercise of such rights must be purchased for the account of the
person exercising such rights. The undersigned certifies that this stock order
is for my account only and there is no agreement or understanding regarding the
transfer of my subscription rights or any further sales or transfer of these
shares.
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 Peoples
Building and Loan F.A. described in the accompanying Prospectus, receipt of
which is hereby acknowledged at least 48 hours prior to delivery of this Stock
Order Form to Peoples Building and Loan Association, F.A. If the minimum shares
cannot be sold, all orders will be canceled and funds received as payment will
be returned promptly.
The undersigned agrees that after receipt by Peoples Building and Loan
Association, F.A., this Stock Order Form may not be modified, withdrawn or
canceled (unless the Conversion is not completed by________, 1998) and if
Peoples Building and Loan Association F.A. has been given authorization to
withdraw a specified amount from deposit accounts at Peoples Building and Loan
as payment shares, the amount authorized for withdrawal shall not otherwise be
available for withdrawal by the undersigned.
I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT INSURED
OR GUARANTEED BY THE SAIF, THE FDIC OR THE FEDERAL GOVERNMENT.
Under penalty of perjury, I certify that the Social Security or Tax ID Number on
this Stock Order Form is true, correct and complete and that I am not subject to
back-up withholding.
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SIGN BELOW (YOU MUST ALSO READ AND SIGN THE CERTIFICATION ON THE REVERSE SIDE TO
PURCHASE STOCK).
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Sign and date the form. When purchasing as a
custodian, corporate officer, etc., include _________________________________
your full title. An additional signature is _________________________________
required only when payment is by withdrawal
from an account that requires more than one
signature to withdraw funds. YOUR ORDER
WILL BE FILLED IN ACCORDANCE WITH THE x
PROVISIONS OF THE PROSPECTUS. THIS ORDER IS ----------------------------------------------------------------
NOT VALID OF NO SIGNED ON THE FRONT AND BACK. Authorized Signature Title (if applicable) Date
IF YOU NEED HELP COMPLETING THIS FORM, YOU MAY x
CALL THE STOCK CENTER AT ( ) ____________ ----------------------------------------------------------------
Authorized Signature Title (if applicable) Date
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Names(s) on Accounts Account Number Names(s) on Accounts Account Number
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GUIDELINES FOR REGISTERING STOCK
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For reasons of clarity and standardization, the stock transfer industry has
developed uniform stock ownership registrations which we will use in issuing
your stock certificate. Common ownership registrations are explained below. If
you have any questions about how your PCB Holding Company stock should be
registered, see your legal advisor.
To ensure correct registration, please follow the instructions for the
ownership you select:
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GENERAL INSTRUCTIONS . Include the first name, middle initial, and last
name of each person listed. Avoid the use of an
initial in place of the first name.
. Do not use titles such as ("Mr.," "Mrs.," "Dr.,"
etc.)
. Omit words that do not affect ownership rights such
as "special account" "personal property," etc.
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INDIVIDUAL: Instructions: Print the first name, middle initial, and
last name of the person in whose name the stock is to
be registered. You may not list beneficiaries for this
ownership.
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JOINT TENANTS: Joint Tenancy with Right of Survivorship identifies two
or more persons as owners of the stock. Upon the death
of one of the owners, ownership automatically passes to
the surviving tenant(s).
Instructions: Print the first name, middle initial, and
last name of each joint tenant. You may not list
beneficiaries for this ownership.
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TENANTS IN COMMON: Tenants in Common identifies two or more persons as
owners of the stock. Upon the death of one co-tenant,
ownership of the stock passes to the heirs of the
deceased co-tenant and the surviving co-tenant(s).
Instructions: Print the first name, middle initial, and
last name of each co-tenant. You may not list
beneficiaries for this ownership.
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FIDUCIARIES: Generally, fiduciary relationships (such as
Conservatorship, Legal Trust, Guardianship, etc.) are
established under a form of trust agreement or are
pursuant to a court order. Without a legal document
establishing a fiduciary relationship, your stock may
not be registered in a fiduciary capacity.
Instructions: On the first "NAME" line, print the first
name, middle initial, and last name of the fiduciary if
the fiduciary is an individual. If the fiduciary is a
corporation, list the corporate title on the first
"NAME" line. Following the name, print the fiduciary
"title" such as conservator, personal representative,
etc.
On the second "NAME" line, print either the name of the
maker, donor or testator or the name of the
beneficiary. Following the name, indicate the type of
legal document establishing the fiduciary relationship
(agreement, court order, etc.)
In the blank above "Adoption Date," fill in the date of
the document governing the relationship. The date of
the document need not be provided for a trust created
by a will.
EXAMPLE OF A FIDUCIARY REGISTRATION:
John D. Smith Trustee for Tom A. Smith Under Agreement
Dated 6/6/74.
PLEASE NOTE THAT "TOTTEN TRUST" AND "PAYABLE ON DEATH"
OWNERSHIPS MAY NOT BE USED IN REGISTERING STOCK.
For example, stock cannot be registered as "John Doe
Trustee for Jane Doe" or "John Doe Payable on Death to
Jane Doe."
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UNIFORM GIFTS TO For Indiana residents and residents of many states,
MINORS ACT/UNIFORM stock may be held in the name of a custodian for the
TRANSFERS TO MINORS: benefit of a minor under the Uniform Transfers to
Minors Act. For residents of some other states, stock
may be held in a similar type of ownership under the
Uniform Gifts to Minors Act of the individual states.
For either ownership, the minor is the actual owner of
the stock with the adult custodian being responsible
for the investment until the minor reaches legal age.
Instructions: If you are a Indiana resident and wish to
register stock in this ownership, check "Uniform
Transfers to Minors Act." For other states, see your
legal advisor if you are unsure about the correct
registration of your stock.
On the first "NAME" line, print the first name, middle
initial, and last name of the custodian with the
abbreviation "CUST" after the name.
Print the first name, middle initial, and last name of
the minor on the second "NAME" line.
Only one custodian and one minor may be designated.
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NASD AFFILIATION: Please refer to the NASD AFFILIATION statement on the
face of this form. If applicable, initial where
indicated and check the box. The National Association
of Securities Dealers, Inc. Interpretation With Respect
to Free-Riding and Withholding (the "Interpretation")
restricts the sale of a "hot issue" (securities that
trade at a premium in the aftermarket) to NASD members,
persons associated with NASD members (i.e., an owner,
director, officer, partner, employee or agent of a NASD
member) and certain members of their families. Such
persons are requested to indicate that they will comply
with certain conditions required for an exemption from
the restrictions.
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CERTIFICATION: I/WE ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR
AN ACCOUNT AND IS NOT FEDERALLY INSURED, AND IS NOT
GUARANTEED BY PCB HOLDING COMPANY OR BY THE FEDERAL
GOVERNMENT.
If anyone asserts that this security is federally
insured or guaranteed, or is as safe as an insured
deposit, I/we should call the Office of Thrift
Supervision Regional Director, Central Regional Office,
at (312 ) 917-5000
I/We further certify that before purchasing the common
stock, par value $0.01 per share, of PCB Holding
Company, I/we received a PROSPECTUS that contains
disclosure concerning the nature of the security being
offered and describes the risks involved in the
investment, including, among other (1) Reliance on
certificates of deposit; (2) Dependence on local
economy and limited growth prospects; (3) Competition;
(4) Dependence on Key Personnel; (5) Limited Market for
the Common Stock; (6) Interest Rate Risk; (7) Below
average return on equity after conversion; (8) New
expenses associated with MRDP; (9) Possible dilutive
effect of benefit programs; (10) Possible voting
control by management and employees; (11) Anti-Takeover
provisions and statutory provisions that could
discourage hostile acquisitions of control; (12)
Provisions of employment agreements; (13) Possible
increase in estimated valuation range and number of
shares issued; (14) Risk of year 2000 data processing
problems; and (15) financial institution regulation and
the future of the thrift industry. See "Risk Factors"
on pages 6 through 9 of the Prospectus.
SIGNATURE: ______________________ SIGNATURE: _____________________
PRINT NAME:______________________ PRINT NAME:_____________________