EXHIBIT 99.1
Peoples Bankcorp, Inc.
Stock Order Form
--------------------------------------------------
STOCK INFORMATION CENTER EXPIRATION DATE
825 STATE STREET FOR STOCK ORDER FORM:
OGDENSBURG, NY 13669
- --------------------------------------------------------------------------------
IMPORTANT--PLEASE NOTE: A properly completed original stock order form must be
used to subscribe for common stock. Faxes or copies of this form will not be
accepted.
- --------------------------------------------------------------------------------
(1) NUMBER OF SHARES SUBSCRIPTION PRICE (2) TOTAL PAYMENT DUE OFFICE USE ONLY
______________ X $10.00 = $ ______________ _______________ _______________ _______________
Date Received Batch # Order #
The minimum purchase is 25 shares. The maximum number --------------------------------------------------
of shares that any person may purchase generally (6) PURCHASER INFORMATION
cannot exceed 5,000 shares, and the maximum A.[_] Eligible Account Holder - Check here if you
number that any person, together with associates were a depositor of at least $50.00 at the
of and persons acting in concert with such person, Association on June 30, 1997.
may purchase cannot exceed 10,000 shares (subject to B.[_] Supplemental Eligible Account Holder - Check
adjustment). here if you were a depositor of at least
- ---------------------------------------------------------------- $50.00 at the Association on September 30, 1998.
[_](3) EMPLOYEE/OFFICER/DIRECTOR INFORMATION C.[_] Other Member - Check here if you were a depositor
Check here if you are a director, officer or employee of of or mortgage loan borrower from the Association on
Ogdensburg Federal Savings or a member of such person's November , 1998.
immediate family. D.[_] Check here if you are a permanent resident of
- ---------------------------------------------------------------- St. Lawrence County, New York.
[_] (4) METHOD OF PAYMENT/CHECK
Enclosed is a check or money order made payable to Peoples Enter information for all accounts that you had
Bankcorp, Inc. (the "Company") in the amount of: $____________ at the Association as of the dates specified
CASH CAN BE USED ONLY IF PRESENTED IN PERSON AT THE above for which you checked the appropriate box.
ASSOCIATION'S OFFICE. -----------------------------------------------------
- ---------------------------------------------------------------- Account Title (Names on Accounts) Account Number(s)
[_] (5) METHOD OF PAYMENT/WITHDRAWAL ---------------------------------- -----------------
The undersigned authorizes withdrawal from the following ---------------------------------- -----------------
account(s) at the Association. There is no penalty for early ---------------------------------- -----------------
withdrawal used for this payment. ---------------------------------- -----------------
- ---------------------------------------------------------------- PLEASE NOTE: FAILURE TO LIST ALL YOUR ACCOUNTS MAY
Account Number(s) Withdrawal Amount(s) RESULT IN THE LOSS OF PART OR ALL OF YOUR SUBSCRIPTION
- ------------------------------ -------------------------------- RIGHTS. IF ADDITIONAL SPACE IS NEEDED, PLEASE UTILIZE
$ THE BACK OF THIS STOCK ORDER FORM.
- ------------------------------ -------------------------------- -----------------------------------------------------
- ------------------------------ --------------------------------
- ------------------------------ --------------------------------
Total Withdrawal Amount $
--------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
(7) FORM OF STOCK OWNERSHIP
[_] Individual [_] Joint Tenants [_] UTMA [_] Fiduciary (i.e., trust, estate, etc.)
[_] Individual Retirement Account [_] Tenants in Common [_] Corporation or partnership [_] Other _______
- ---------------------------------------------------------------------------------------------------------------------------------
(8) NAME(S) IN WHICH YOUR STOCK IS TO BE REGISTERED (PLEASE PRINT CLEARLY) Social Security No. or Tax ID No.
- ----------------------------------------------------------------------------------- -----------------------------------------
Name(s) continued
- ----------------------------------------------------------------------------------- -----------------------------------------
Street Address County of Residence
- ----------------------------------------------------------------------------------- -----------------------------------------
(9) TELEPHONE INFORMATION (Daytime) City State Zip Code
( )
- ---------------------------------------------------- ---------------------------- ----------------------- -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
[_] (10) NASD OR GROUP AFFILIATION [_] (11) ASSOCIATE--ACTING IN CONCERT
Check here if you are a member of the National Association of Securities Dealers, Check here, and complete the reverse
Inc. ("NASD"), a person associated with an NASD member, a member of the immediate side of this Form, if you or any
family of any such person to whose support such person contributes, defined on the associate (as reverse side of this Form)
directly or indirectly, or the holder of an account in which an NASD member or or persons acting in concert with you have
person associated with an NASD member has a beneficial interest. To comply with submitted other orders for shares in the
conditions under which an exemption from the NASD's Interpretation With Respect Subscription and/or Community Offerings.
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.
- ---------------------------------------------------------------------------------------------------------------------------------
(12) ACKNOWLEDGMENT
To be effective, this fully completed Stock Order Form must be actually received by Ogdensburg Federal Savings no later than 12:00
Noon, Eastern 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, may be delivered to Ogdensburg Federal Savings
or may be mailed to the Post Office Box indicated on the enclosed business reply envelope. All subscription 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.
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 Ogdensburg Federal Savings described in the accompanying Prospectus. If the Plan or Conversion is not
approved by the depositors of Ogdensburg Federal Savings at a Special Meeting to be held on , 1998, 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 Ogdensburg Federal Savings, this Stock Order Form may not be modified, withdrawn or
cancelled (unless the Conversion is not completed within 45 days after the completion of the Subscription Offering) without the
Association's consent, and if authorization to withdraw from deposit accounts at Ogdensburg Federal 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 under number 8 of
this Stock Order Form are true, correct and complete, that I am not subject to back-up withholding, that I am purchasing for my own
account and that there is no agreement or understanding regarding the transfer of my subscription rights or the sale or transfer of
these shares.
Applicable Regulations prohibit 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. Ogdensburg Federal
Savings and Peoples Bankcorp, Inc. may 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 by them to involve such transfer.
I acknowledge that the common stock offered is not a savings or deposit account and is not federally insured or guaranteed.
A VALID STOCK ORDER FORM MUST BE SIGNED AND DATED TWICE: BELOW AND ON THE FORM OF CERTIFICATION ON THE REVERSE HEREOF.
SIGNATURE DATE SIGNATURE DATE
- --------------------------------------------------------- ---------------------------------------------------------
A SIGNED FORM OF CERTIFICATION MUST ACCOMPANY ALL STOCK ORDER FORMS (SEE REVERSE SIDE)
--------------------------------------------------------------------------------------
ITEMS (5)A, B AND C--(CONTINUED)
Account Title (Names on Account Account Title (Names on Account
Accounts) Number(s) Accounts) Number(s)
- -------------------------------------- --------------------------------------
- -------------------------------------- --------------------------------------
- -------------------------------------- --------------------------------------
- -------------------------------------- --------------------------------------
ITEM (10)--(CONTINUED)
List below all other orders "Associate" is defined as: (i) any
submitted by you or your corporation or organization (other than the
Associates (as defined) or by Association, Peoples Bankcorp, Inc. or a
persons acting in concert with majority-owned subsidiary of the
you. Association) of which such person is a
director, officer or a partner or is,
directly or indirectly, the beneficial owner
Number of of 10% or more of any class of equity
Name(s) listed on Shares securities; (ii) any trust or other estate
other Stock Order Ordered in which such person has a substantial
Forms beneficial interest or as to which such
- -------------------------------- person serves as a trustee or in a similar
- -------------------------------- fiduciary capacity; provided, however, such
- -------------------------------- term shall not include Peoples Bankcorp,
- -------------------------------- Inc's or the Association's employee benefit
- -------------------------------- plans in which such person has a substantial
beneficial interest or serves as a trustee
or in a similar fiduciary capacity; and
(iii) any relative or spouse of such person,
or any relative of such spouse, who either
has the same home as such person or who is a
director or officer of Peoples Bankcorp,
Inc. or the Association. Directors of
Peoples Bankcorp, Inc. or the Association
are not treated as associates solely because
of their Board membership.
A VALID STOCK ORDER FORM MUST BE SIGNED AND DATED BELOW AND ON THE
FRONT OF THIS FORM.
CERTIFICATION FORM
I ACKNOWLEDGE THAT THE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE
("COMMON STOCK"), OF PEOPLES BANKCORP, INC. (THE "COMPANY"), THE PROPOSED
HOLDING COMPANY FOR OGDENSBURG FEDERAL SAVINGS & LOAN ASSOCIATION (THE
"ASSOCIATION"), ARE NOT A DEPOSIT ACCOUNT, ARE NOT FEDERALLY INSURED, AND
ARE NOT GUARANTEED BY THE COMPANY, THE ASSOCIATION OR THE FEDERAL
GOVERNMENT.
If anyone asserts that the shares of Common Stock are federally insured or
guaranteed, or is as safe as an insured deposit, I should call the Office
of Thrift Supervision.
I further certify that, before purchasing the shares of Common Stock of the
Company, I received a copy of the Prospectus dated November , 1998 which
discloses the nature of the shares of Common Stock being offered thereby
and describes the following risks involved in an investment in the Common
Stock under the heading "Risk Factors" beginning on page 1 of the
Prospectus:
1. Lack of Active Market for Common Stock
2. Below Average Return on Average Equity and Increased Expenses
Immediately After Conversion
3. Impact of Technological Advances; Year 2000 Compliance
4. Risks Associated with Nonresidential Lending
5. Potential Impact of Changes in Interest Rates and the Current
Interest Rate Environment
6. Market Area and Resource Limitations
7. Dependence on President
8. Anti-Takeover Provisions and Statutory Provisions That Could
Discourage Hostile Acquisitions of Control
9. Possible Liability of Large Stockholders
10. Intention to Remain Independent
11. Possible Voting Control by Directors and Officers
12. Possible Dilutive Effect of MRP and Stock Options
13. Financial Institution Regulation of the Thrift Industry
14. No Modification or Cancellation of Subscriptions
15. Management's Discretion in Allocating Net Proceeds
16. Possible Adverse Tax Consequences of the Subscription Rights
17. Restrictions on Repurchase of Shares
Signature Date Signature Date
- ----------------------------------- ----------------------------------
- ----------------------------------- ----------------------------------
Name (Please Print) Name (Please Print)
- ----------------------------------- ----------------------------------
- ----------------------------------- ----------------------------------
PEOPLES BANKCORP, INC.
- -------------------------------------------------------------------------------
STOCK OWNERSHIP GUIDE AND STOCK
ORDER FORM INSTRUCTIONS
- -------------------------------------------------------------------------------
STOCK OWNERSHIP GUIDE
- ---------------------
INDIVIDUAL
Include the first name, middle initial and last name of the stockholder. Avoid
the use of two initials. Please omit words that do not affect ownership
rights, such as "Mrs.", "Mr.", "Dr.", "special account", "single person", etc.
JOINT TENANTS
For joint tenants with right of survivorship may be specified to identify two
or more owners. When stock is held by joint tenants with right of
survivorship, ownership is intended to pass 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.
TENANTS IN COMMON
For tenants in common may also be specified 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 will be 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.
UNIFORM TRANSFER TO MINORS ACT ("UTMA")
Stock may be held in the name of a custodian for a minor under the Uniform
Transfer to Minors Acts of the individual states. There may be only one
custodian and one minor designated on a stock certificate. The standard
abbreviation of custodian is "CUST", while the Uniform Transfer to Minors Act
is abbreviated "UTMA". Standard U.S. Postal Service state abbreviations should
be used to describe the appropriate state. For example, stock held by John P.
Jones under the Uniform Transfer to Minors Act will be abbreviated: JOHN P.
JONES, CUST SUSAN A. JONES, UTMA, NY.
FIDUCIARIES
Information provided with respect to stock 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
(name). If an individual and a corporation, list the corporation's title
before the individual.
* The fiduciary capacity, such as administrator, executor, personal
representative, conservator, trustee, committee, etc.
* A description of the document governing the fiduciary relationship, such as
a trust agreement or court order. Without documentation establishing a
fiduciary relationship, your stock may not be registered in a fiduciary
capacity.
* The date of the document governing the relationship, except that the date
of a trust created by a will need not be included in the description.
* The name of the maker, donor or testator and the name of the beneficiary.
An example of fiduciary ownership: John D. Smith, Trustee Under Agreement
Dated 10-1-92 for Tom A. Smith.
STOCK ORDER FORM INSTRUCTIONS
ITEMS 1 AND 2--
Fill in the number of shares that you wish to purchase and the total payment
due. The amount due is determined by multiplying the number of shares by the
subscription price of $10.00 per share. The minimum number of shares that may
be subscribed for is 25. Peoples Bankcorp, Inc. has reserved the right to
reject any order received in any Community Offering, in whole or in part.
ITEM 3--
Payment for shares may be made in cash (only if delivered by you in person to
the Association's office) or by check or money order made payable to Peoples
Bankcorp, Inc.
Your funds will earn interest at the Association's passbook rate until the
conversion is completed or terminated. DO NOT MAIL CASH! Please check this box
if your method of payment is by check or money order.
ITEM 4--
If you wish to pay for your stock by a withdrawal from a deposit account at
the Association, please check this box and insert the account number(s) and
the amount of your withdrawal authorization for each account. There will be no
penalty assessed for early withdrawals from certificate accounts used for
stock purchases. This form of payment may not be used if your account is an
Individual Retirement Account. Please contact the Stock Information Center for
information regarding purchase from an Individual Retirement Account.
ITEM 5--
a, b and c. If you were a depositor on the Eligibility Record Date June 30, 1997
ERD, the Supplemental Eligibility Record Date September 30, 1998 SRD and/or
the voting record date for Other Members, you must list all names on the
account(s) and all account number(s) of accounts you had at those dates in
order to ensure proper identification of your purchase rights.
If you were a borrower from the Association with mortgage loan(s)
outstanding on VRD , you must list each loan number in order to ensure
proper identification of your purchase rights.
d. Please check this box if you are a director, officer or employee of
Ogdensburg Federal Savings and Loan Association or a member of such person's
immediate family.
ITEMS 6, 7 AND 8--
The stock transfer industry has developed a uniform system of stockholder
registration that we will use in the issuance of your IBL Bancorp, Inc. common
stock. Please complete Items 6,7 and 8 as fully and accurately as possible,
and be certain to supply the social security or tax ID number of the person
who is subscribing for shares. Failure to provide the social security or tax
ID number may result in the loss of your purchase priority. In addition,
please list your daytime phone number. We will need to call you if we cannot
execute your order as given. If you have any questions or concerns regarding
the registration of your stock, please consult your legal advisor. Stock
ownership must be registered in one of the ways described under "Stock
Ownership Guide" above.
ITEM 9--
Please check this box if you are a member of the NASD or if this item
otherwise applies to you.
ITEM 10--
Please check this box if you or any associate or person acting in concert with
you has submitted another order for shares and complete Item 10 on the back of
the Stock Order Form. "Associate" is defined as: (i) any corporation or
organization (other than the Association or a majority-owned subsidiary of the
Association) of which such person is a director, officer or a partner or is,
directly or indirectly, the beneficial owner of 10% or more of any class of
equity securities; (ii) any trust or other estate in which such person has a
substantial beneficial interest or as to which such person serves as a trustee
or in a similar fiduciary capacity; provided, however, such term shall not
include Peoples Bankcorp, Inc.'s or the Association's employee benefit plans
in which such person has a substantial beneficial interest or serves as a
trustee or in a similar fiduciary capacity; and (iii) any relative or spouse
of such person, or any relative of such spouse, who either has the same home
as such person or who is a director or officer of Peoples Bankcorp, Inc. or
the Association. Directors of Peoples Bankcorp, Inc. or the Association are
not treated as associates solely because of their Board membership.
ITEMS 11 AND 12--
Please sign and date the Stock Order Form where indicated. Review the Stock
Order Form carefully before you sign, including the Acknowledgment. Normally,
one signature is required. An additional signature is required only when
payment is to be made by withdrawal from a deposit account that requires
multiple signatures to withdraw funds. You may mail your completed Stock Order
Form in the envelope that has been provided, or you may deliver your Stock
Order Form to Ogdensburg. Your Stock Order Form, properly completed, and
payment in full (or withdrawal authorization) must be received by the
Association no later than 12:00 noon, Eastern time, on September 15, 1998 or
it will become void. If you need further assistance, please call the Stock
Information Center at (___) ___-____ between 9:00 a.m. and 4:00 p.m., Eastern
time, Monday through Friday.