Exhibit 99.3
Indian Village Bancorp, Inc.
Stock Order Form
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Indian Village
Community Bank
South Walnut Street
P.O. Box 830
Gnadernhutten, OH
44629
(740)254-9164
Expiration Date for
Stock Order Forms:
June , 1999
12:00 Noon, Eastern Time
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IMPORTANT--PLEASE NOTE: A properly completed original stock order form
must be used to subscribe for common stock. Faxes or copies of this
form may not be accepted. Please read the Stock Ownership Guide and
Stock Order Form Instructions as you complete this Form.
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(1) Number of Shares Subscription Price (2) Total Payment Due
X $10.00 = $
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(3) Employee/Officer/Director Information
[_] Check here if you are a director, officer or employee of Indian Village
or a member of such person's immediate family.
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(4) Method of Payment/Check
Enclosed is a check, bank draft or money order made payable to Indian
Village Bancorp, Inc. in the amount of:
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No wire transfers will be accepted
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(5) Method of Payment/Withdrawal
The undersigned authorizes withdrawal from the following account(s) at
Indian Village Community Bank. 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) Purchaser Information
a. [ ] Eligible Account Holder -- Check here if you were a depositor of at
least $50.00 at Indian December 31,1997. Enter information below for
all deposit accounts that you had at Indian Village Community Bank on
December 31, 1997.
b. [ ] Supplemental Eligible Account Holder -- Check here if you were a
depositor of at least $50.00 at Indian Village Community Bank on March
31, 1999 but are not an Eligible Account Holder. Enter information
below for all deposit accounts that you had at Indian Village Community
Bank on March 31, 1999.
c. [ ] Other Member -- Check here if you were a depositor on April 30, or a
borrower as of January 20, 1999 of Indian Village Community Bank with
loans outstanding as of April 30, and January 20, 1999 but are not an
Eligible Account Holder or Supplemental Eligible Account Holder. Enter
information below for all deposit accounts that you had at Indian
Village Community Bank on April 30, 1999 and/or for all loans you had
with Indian Village Community Bank as of April 30, 1999.
d. [ ] Community--Check here if you are a permanent resident of Tuscarawas
County, Ohio.
ACCOUNT INFORMATION
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. These account numbers correspond to
the preprinted account registration
in the top left hand corner of this ---------------------------------
form.
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. These may not be all of your Account Title Account
qualifying accounts. (Names on Accounts) Number(s)
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. You must list 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 Indian ------------------------------------
Village Community Bank.
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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.
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(7) Stock Registration/Form of Stock Ownership
[_] Individual [_] Joint Tenants
[_] Tenants in Common [_] Fiduciary (Under Agreement
Dated ____, 19 )
[_] Individual Retirement [_] Corporation or Partnership
Account (IRA)
[_] Uniform Transfer to Minors Act [_] Other ________________
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(8) Name(s) in which your stock Social Security No.
is to be registered or Tax ID No.
(Please print clearly)
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Name(s) continued County of Residence
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Street Address Telephone (Daytime)
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( )
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City State Zip Code Telephone (Evening)
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( )
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(9) NASD Affiliation
[_] Check here if you are a member of the National Association of Securities
Dealers, Inc. ("NASD"), 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
[_] 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 with you have submitted other orders for shares in the
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 Indian Village Community Bank,
no later than 12:00 noon, Eastern Time on June , 1999, 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 Indian Village Community Bank 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.
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
("Plan") of Indian Village Community Bank described in the accompanying
Prospectus. If the Plan is not approved by the members of Indian Village
Community Bank at a Special Meeting to be held on June , 1999, or any
adjournment thereof, all orders will be canceled and funds received as
payment, with accrued interest, will be returned promptly.
The undersigned agrees that after receipt by Indian Village Community
Bank, this Stock Order Form may not be modified, withdrawn or canceled
without Indian Village Community Bank's consent, and if authorization to
withdraw from deposit accounts at Indian Village Community Bank 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, that I am not subject to back-up withholding,
that I am purchasing only 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.
Federal 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. Indian Village Community Bank and Indian Village
Bancorp, Inc., 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 by them to involve such transfer. I acknowledge
that the common stock offered is not a savings or deposit account and is
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 is not guaranteed by Indian Village Community
Bank or Indian Village Bancorp, Inc. I further acknowledge receipt of the
Prospectus at least 48 hours prior to delivery of this Stock Order Form to
Indian Village Bancorp, Inc.
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
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OFFICE USE
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Date Received
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Batch # Order #
A SIGNED FORM OF CERTIFICATION MUST ACCOMPANY ALL STOCK ORDER FORMS (SEE
REVERSE SIDE)
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Item (6)a, b--(continued)
Account Title (Names Account Account Title (Names Account
on Accounts) Number(s) on Accounts) Number(s)
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Item (11)--(continued)
List below all other orders submitted by you or your Associates (as defined) or
by persons acting in concert with you.
"Associate" is defined as (i) any corporation or organization (other than Indian
Village Community Bank, Indian Village Bancorp, Inc. or a majority-owned
subsidiary of Indian Village Community Bank or Indian Village Bancorp, Inc.) of
which such person is an officer or 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 trustee or in a similar fiduciary capacity,
except that such term shall not include a tax-qualified employee stock benefit
plan of Indian Village Community Bank or Indian Village Bancorp, Inc. in which a
person has a substantial beneficial interest or serves as a trustee in a similar
fiduciary capacity; and (iii) any relative or spouse of such person, or any
relative of such spouse, who has the same home as such person or who is a
director of Indian Village Community Bank or Indian Village Bancorp, Inc. or any
of their subsidiaries.
Name(s) Listed on Number of
Other Stock Order Shares
Forms Ordered
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A valid Stock Order Form must be signed and dated below and on the front of
this form.
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CERTIFICATION
I/WE ACKNOWLEDGE THE COMMON STOCK OF INDIAN VILLAGE BANCORP. INC., IS NOT A
DEPOSIT OR SAVINGS ACCOUNT AND IS NOT FEDERALLY INSURED, AND IS NOT
GUARANTEED BY INDIAN VILLAGE COMMUNITY BANK, INDIAN VILLAGE BANCORP. INC.
OR BY THE FEDERAL GOVERNMENT. THE SECURITIES ARE SUBJECT TO INVESTMENT
RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL INVESTED.
If anyone asserts that the common stock is federally insured or guaranteed,
or is as safe as an insured deposit, I should call the Federal Deposit
Insurance Corporation Regional Director, at .
I/We further certify that, before purchasing the common stock, par value of
$0.01 per share, of Indian Village Bancorp, Inc., the proposed holding
company for Indian Village Community Bank, I/we received a Prospectus dated
May , 1999 (the "Prospectus"), which contains disclosure concerning the
nature of the common stock being offered and describes the following risks
involved in the investment under the heading "RISK FACTORS" beginning on
page 8 of the Prospectus.
1. Indian Village's business depends heavily on economic
conditions within its primary market area and the rural
nature of the area limits growth prospects .............. (page 8)
2. Indian Village's goal to increase consumer lending may
hurt both asset quality and net income .................. (page 8)
3. Rising interest rates could hurt Indian Village's
profits ................................................. (page 8)
4. Investment of offering proceeds in debt securities could
produce low earnings .................................... (page 8)
5. Indian Village's return on equity will be below average
after conversion because of high capital levels ......... (page 9)
6. Implementation of benefit plans will increase future
compensation expense and may lower Indian Village's net
income .................................................. (page 9)
7. Year 2000 data processing problems could interrupt and
hurt Indian Village's operations ........................ (page 9)
8. Issuance of shares for benefit programs may lower your
ownership interest ...................................... (page 9)
9. Possible voting control by management and employees may
make takeover attempts more difficult to achieve ........ (page 10)
10. Anti-takeover provisions and statutory provisions could
make takeover attempts more difficult to achieve ........ (page 10)
11. Employment agreements and severance plan could make
takeover attempts more difficult to achieve ............. (page 10)
12. Competition has hurt Indian Village's net interest
income .................................................. (page 10)
13. Possible limited market for Indian Village Bancorp's
common stock may lower market price ..................... (page 11)
14. Indian Village could hold your subscription funds for an
extended time period if the conversion is delayed ....... (page 11)
15. Banking reform legislation may reduce Indian Village
Bancorp's and Indian Village's powers ................... (page 11)
BY EXECUTING THIS CERTIFICATION, INVESTORS ARE NOT WAIVING ANY RIGHTS UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.
Signature Date Signature Date
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Name (Please Print) Name (Please Print)
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Subscription Rights
Special Notice
Any transfer of, or attempt to transfer, a subscription right to any other
person is illegal and subject to civil fines and/or penalties and even criminal
fines and/or penalties. The Bank intends to prosecute vigorously any transfer
of, or attempt to transfer, subscription rights that comes to its attention.
If you are (or have been already) contacted by anyone offering to give you
money to buy stock in exchange for transferring the stock to them later or to
share in any way proceeds upon the sale of the stock, or to transfer your
subscription rights in any other way, please call us immediately at (740) .
THIS IS YOUR PROXY CARD.
YOU MAY RECEIVE MORE THAN ONE PROXY CARD IN THIS PACKET OF MATERIAL.
PLEASE VOTE ALL PROXY CARDS RECEIVED.
A POSTAGE PRE-PAID ENVELOPE IS INCLUDED IN THIS
PACKET FOR YOUR CONVENIENCE.
THANK YOU.
Stock Order Form Instructions
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If you decide to subscribe for common stock, you will need to register your
common stock in one of the following ways. Please consult this guide when
completing items 7 and 8 of your Stock Order Form.
Item 1--
. Fill in the number of shares that you wish to purchase.
. The minimum order is 25 shares. The maximum order for any person, including
Associates of and persons acting in concert with that person, is 15,000
shares.
. Indian Village Bancorp, Inc. and Indian Village Community Bank 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 or applicable law or (iii) fails to
cooperate with attempts to verify information with respect to subscription
rights.
. Failure to properly complete and return this Stock Order Form will result in
the loss of subscription rights.
Item 2--
. Multiply the shares ordered by $10 per share.
Item 3--
. Check the box if you are a director, officer or employee of Indian Village
Community Bank 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 Indian Village Bancorp, Inc.
. Funds earn interest at the current Indian Village Community Bank. 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 a Indian Village
Community Bank 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 use funds on deposit at Indian
Village Community Bank to pay for stock purchases.
. In order to use your Indian Village Community Bank IRA to order stock, you
must call the Stock Information Center before May , 1999 and complete all
required paperwork.
Item 6--
. Please check the appropriate box to tell us when you were a depositor of at
least $50.00 at Indian Village Community Bank.
. The preprinted account numbers correspond to the preprinted 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 at
Indian Village Community Bank 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 below 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 and return it to
the address appearing on the front of this Stock Order Form.
. 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 (740).
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Stock Ownership Guide
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If you decide to subscribe for common stock, you will need to register your
common stock 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 Indian Village Community Bank.
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 Indian Village
Commuinity Bank.
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 Ohio
Uniform Transfer to Minors Act will be abbreviated: John Doe, CUST Susan
Doe UTMA, OH.
. 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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