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American Bancorp of New Jersey, Inc.
Stock Information Center
365 Broad Street
Bloomfield, NJ 07003
(973) ____-_____
Stock Order and Certification Form
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Deadline: The Subscription Offering ends at 12:00 noon, eastern time, on
September __, 2005. Your original Stock Order and Certification Form, properly
executed and with the correct payment, must be received (not postmarked) at the
address on the top of this form, or at a American Bank of New Jersey branch, by
the deadline, or it will be considered void. Faxes or copies of this form will
not be accepted.
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(1) Number of Shares (2) Total Payment Due
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X $10.00 = $
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The minimum purchase is 25 shares. No person may purchase more than 150,000
shares, and no person together with his or her associates or group of persons
acting in concert may purchase shares in an amount that when combined with
shares received in exchange for currently outstanding shares of common stock of
American Savings, MHC, exceed 5% of the shares outstanding after the conversion.
See the Prospectus and the Stock Order Form Instructions.
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Method of Payment
(3) [_] Enclosed is a check, bank draft or money order payable to American
Bank of New Jersey for $________________.
(4) [_] I authorize American Bank of New Jersey to make withdrawals from my
certificate or savings account(s) shown below, and understand that
the amounts will not otherwise be available for withdrawal:
Account Number(s) Amount(s)
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$
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$
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$
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Total Withdrawal $
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There is NO penalty for early withdrawal.
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(5) Purchaser Information
o [_] Eligible Account Holder - Check here if you were a depositor with
at least $50 on deposit with American Bank of New Jersey as of March
31, 2004. Enter information in Section 7 for all deposit accounts that
you had at American Bank of New Jersey on March 31, 2004.
o [_] Supplemental Eligible Account Holder - Check here if you were a
depositor with at least $50 on deposit with American Bank of New
Jersey as of June 30, 2005 but are not an Eligible Account Holder.
Enter information in Section 7 for all deposit accounts that you had
at American Bank of New Jersey on June 30, 2005.
o [_] Other Member - Check here if you were a depositor of American Bank of
New Jersey as of July 31, 2005 or a borrower as of December 27, 1995
who continued as a borrower as of the close of business on July 31,
2005, but are not an Eligible or a Supplemental Eligible Eligible
Account Holder. Enter information in Section 7 for all accounts that
you had at American Bank of New Jersey on July 31, 2005.
o [_] Local Community - Natural persons residing in the New Jersey County of
Essex.
o [_] General Community - Check here if none of the above apply.
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(6) [_] Check here if you are a director, officer or employee of American Bank
of New Jersey or a member of such person's immediate family (same
household).
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(7) [_] Please review the preprinted account information listed below. The
accounts printed below may not be all of your qualifying accounts or
even your accounts as of the earliest of the three dates if you have
changed names on the accounts. You should list any other accounts that
you may have or had with American Bank of New Jersey in the box below.
SEE THE STOCK ORDER FORM INSTRUCTIONS SHEET FOR FURTHER INFORMATION.
All subscription orders are subject to the provisions of the Plan of
Conversion and Reorganization (the "Plan of Conversion").
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Additional Qualifying Accounts
Account Title (Names on Accounts) Account Number
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Please Note: Failure to list all of your accounts may result in the loss of part
or all of your subscription rights (additional space on back of form).
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(8) Stock Registration - Please Print Legibly and Fill Out Completely
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(Note: The stock certificate and all correspondence related to this stock
order will be mailed to the address provided below)
[_] Individual [_] Uniform Transfers to Minors Act [_] Partnership
[_] Joint Tenants [_] Uniform Gifts to Minors Act [_] Individual Retirement Account
[_] Tenants in Common [_] Corporation [_] Fiduciary/Trust (Under Agreement Dated _______)
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Name Social Security or Tax ID
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Name Social Security or Tax ID
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Mailing Daytime
Address Telephone
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Zip Evening
City State Code County Telephone
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ACKNOWLEDGMENT By signing below, I acknowledge receipt of the Prospectus dated
August __, 2005 and understand I may not change or revoke my order once it is
received by American Bancorp of New Jersey, Inc. FEDERAL REGULATIONS PROHIBIT
ANY PERSONS 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 PERSON. UNDER PENALTY OF
PERJURY, I CERTIFY THAT I AM PURCHASING SHARES SOLELY FOR MY ACCOUNT AND THAT
THERE IS NO AGREEMENT OR UNDERSTANDING REGARDING THE SALE OR TRANSFER OF SUCH
SHARES, OR MY RIGHT TO SUBSCRIBE FOR SHARES. American Bancorp of New Jersey,
Inc. will pursue any and all legal and equitable remedies in the event it
becomes aware of the transfer of subscription rights and will not honor orders
known by it to involve such transfer. Under penalties of perjury, I further
certify that: (1) the social security number or taxpayer identification number
given above is correct and (2) I am not subject to backup withholding. You must
cross out item (2) in this acknowledgement if you have been notified by the
Internal Revenue Service that you are subject to backup withholding because of
under-reporting interest or dividends on your tax return. By signing below, I
also acknowledge that I have not waived any rights under the Securities Act of
1933 and the Securities Exchange Act of 1934, both as amended.
Signature: THIS FORM MUST BE SIGNED AND DATED BELOW AND ON THE BACK OF THIS
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FORM. THIS ORDER IS NOT VALID IF THE STOCK ORDER AND CERTIFICATION FORM ARE NOT
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BOTH SIGNED AND PROPERLY COMPLETED. Your order will be filled in accordance with
the provisions of the Plan of Conversion and Reorganization as described in the
Prospectus. An additional signature is required only if payment is by withdrawal
from an account that requires more than one signature to withdraw funds.
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Signature Date
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Signature Date
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Office Use Only Check # _______________ ________________
Date Rec'd _____________/_____________ Ck Amt. _______________ ________________
Batch #___________ - Order #__________ Category ______________________________
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American Bancorp of New Jersey, Inc.
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Item (7) continued; Purchaser Information
Account Title (Names on Accounts) Account Number
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CERTIFICATION FORM
(This Certification Must Be Signed In Addition to the
Stock Order Form On Reverse Side)
I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR AN ACCOUNT AND IS NOT
FEDERALLY INSURED, AND IS NOT GUARANTEED BY AMERICAN BANK OF NEW JERSEY OR BY
THE FEDERAL GOVERNMENT.
If anyone asserts that the shares of common stock are federally insured or
guaranteed, or are as safe as an insured deposit, I should call the Office of
Thrift Supervision Regional Director, Robert C. Albanese at (201) 413-1000.
I further certify that, before purchasing the shares of common stock of
American Bancorp of New Jersey, Inc. I received a copy of the Prospectus dated
August __, 2005. The prospectus that I received contains disclosure concerning
the common stock of American Bancorp of New Jersey, Inc. and describes the risks
involved in the investment, including the "Risk Factors" beginning on page
______ of the Prospectus:
1. Historically, we have operated as a traditional thrift. Our new strategic
plan calls for us to diversify our loan portfolio with increased emphasis
on multi-family and commercial real estate loans and commercial business
loans. The repayment risk related to these types of loans is considered to
be greater than the risk related to one-to-four family residential loans.
2. We intend to expand our franchise through de novo branching. Until the new
branches attract sufficient business to offset the increased expenses
incurred by de novo branching, the new branches are likely to reduce our
earnings. There is no assurance, however, that we will be successful in
opening de novo branches.
3. Notwithstanding the unpredictability of future interest rates, we expect
that changes in interest rates may have a significant, adverse impact on
our net interest income because the income from our assets and the cost of
our liabilities are sensitive to changes in interest rates.
4. We plan to remain independent and you should not invest in our common stock
if you are anticipating our sale.
5. Our recently implemented stock-based benefit plans and our proposed
additional stock-based benefit plans will increase our future compensation
expense and dilute stockholder ownership.
6. Our new organizational structure will result in changes in shareholder
rights for existing shareholders.
7. Our low return on equity after the conversion may negatively impact the
value of our common stock.
8. Execution of our growth strategy through de novo branching and increased
loan production will increase our expenses which will adversely impact
earnings.
9. You may not be able to sell your shares when you desire or for $10.00 or
more per share.
10. Our business is geographically concentrated in New Jersey and a downturn
in conditions in the state could have an adverse impact on our
profitability.
11. Strong competition within our market area may limit our growth and
profitability.
12. We operate in a highly regulated environment and may be adversely affected
by changes in laws and regulations.
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Signature Date
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Signature Date
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(Note: If shares are to be held jointly, both parties must sign)
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EXECUTION OF THIS CERTIFICATION FORM WILL NOT CONSTITUTE A WAIVER OF ANY RIGHTS
THAT A PURCHASER MAY HAVE UNDER THE SECURITIES ACT OF 1933 AND THE SECURITIES
EXCHANGE ACT OF 1934, BOTH AS AMENDED. THE SHARES OF COMMON STOCK BEING OFFERED
ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
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Americna Bancorp of New Jersey, Inc. Stock Order Form Instructions
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All subscription orders are subject to the provisions of the Plan of Conversion.
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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 ordered by the subscription price of $10.00 per share. The minimum
purchase is 25 shares. No person may purchase more than 150,000 shares, and no
person together with his or her associates or group of persons acting in concert
may purchase more than 200,000 shares. If you are now an ASB Holding Company
stockholder, the shares of American Bancorp of New Jersey, Inc. common stock
that you receive in the exchange for your shares of ASB Holding Company common
stock, in accordance with the exchange ratio, will count against the above
maximum purchase limitations. For additional information, please see " The Stock
Offering - Limitations on Purchases of Common Stock" in the Prospectus, which is
incorporated herein by reference. American Bancorp of New Jersey, Inc. reserves
the right to reject any order received in the Community Offering, if any, in
whole or in part.
Item 3 - Payment for shares may be made in cash (only if delivered by you in
person), by check, bank draft or money order payable to American Bank of New
Jersey. DO NOT MAIL CASH. Your funds will earn interest at American Bank of New
Jersey's current passbook savings rate.
Item 4 - To pay by withdrawal from a savings account or certificate at American
Bank of New Jersey, insert the account number(s) and the amount(s) you wish to
withdraw from each account. If more than one signature is required to withdraw,
each person must sign in the signature box on the front of this form. To
withdraw from an account with checking privileges, please write a check.
American Bank of New Jersey will waive any applicable penalties for early
withdrawal from certificate accounts. A hold will be placed on the account(s)
for the amount(s) you show. Payments will remain in account(s) until the stock
offering closes. If the remaining balance in a certificate account is reduced
below the applicable minimum balance requirement at the time that the funds
actually are transferred under the authorization, the certificate will be
canceled at the time of the withdrawal, without penalty, and the remaining
balance will earn interest at the passbook rate subsequent to the withdrawal.
Item 5 - Please check the appropriate box if you were:
a) A depositor with $50.00 or more on deposit at American Bank of New Jersey
as of March 31, 2004. Enter information in Section 7 for all deposit
accounts that you had at American Bank of New Jersey on March 31, 2004.
b) A depositor with $50.00 or more on deposit at American Bank of New Jersey
as of June 30, 2005, but are not an Eligible Account Holder. Enter
information in Section 7 for all deposit accounts that you had at American
Bank of New Jersey on June 30, 2005.
c) A depositor at American Bank of New Jersey as of July 31, 2005 and/or a
borrower as of December 27, 1995 who continues to be a borrower as of July
31, 2005 but are not an Eligible Account Holder or Supplemental Eligible
Account Holder. Enter information in Section 7 for all applicable deposit
accounts or loans that you had at American Bank of New Jersey on July 31,
2005.
d) Current Stockholder of ASB Holding Company as of July 31, 2005.Enter the
number of shares you own in the blank space.
e) Local Community - natural persons residing in Essex County.
f) General Community.
Item 6 - Please check this box to indicate whether you are a director, officer
or employee of American Bank of New Jersey or a member of such person's
immediate family.
Item 7 - Please review the preprinted qualifying account number(s) information.
The account number(s) listed may not be all of your account number(s). You
should list any other qualifying accounts that you may have or had with American
Bank of New Jersey in the box located under the heading "Additional Qualifying
Accounts." These may appear on other Stock Order Forms you have received. For
example, if you are ordering stock in just your name, you should list all of
your deposit accounts as of the earliest of the three dates that you were a
depositor. Similarly, if you are ordering stock jointly with another depositor,
you should list all deposit accounts under which either of you are owners, i.e.
individual accounts, joint accounts, etc. If you are ordering stock in your
minor child's or grandchild's name under the Uniform Transfers to Minors Act, to
qualify in the Subscription Offering the minor must have had a deposit account
on one of the three dates and you should list only their account number(s). If
you are ordering stock corporately, you need to list just that corporation's
deposit accounts, as your individual account(s) do not qualify. Failure to list
all of your qualifying accounts may result in the loss of part or all of your
subscription rights.
Item 8 - The stock transfer industry has developed a uniform system of
shareholder registrations that we will use in the issuance of American Bancorp
of New Jersey, Inc. common stock. Please complete this section as fully and
accurately as possible, and be certain to supply your social security or Tax
I.D. number(s) and your daytime and evening phone numbers. We will need to call
you if we cannot execute your order as given. If you have any questions
regarding the registration of your stock, please consult your legal advisor.
Subscription rights are not transferable. If you are an eligible or supplemental
eligible account holder or other member, to protect your priority over other
purchasers as described in the Prospectus, you must take ownership in at least
one of the account holder's names.
(See Reverse Side for Stock Ownership Guide)
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Americna Bancorp of New Jersey, Inc. Stock Order Form Instructions
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Individual - The stock is to be registered in an individual's name only. You may
not list beneficiaries for this ownership.
Joint Tenants - Joint tenants with rights of survivorship identifies two or more
owners. When stock is held by joint tenants with rights of survivorship,
ownership automatically passes to the surviving joint tenant(s) upon the death
of any joint tenant. You may not list beneficiaries for this ownership.
Tenants in Common - Tenants in common may also identify two or more owners. When
stock is to be 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. You may not list beneficiaries for this
ownership.
Uniform Gifts To Minors - For residents of many states, including New Jersey,
stock may be held in the name of a custodian for the benefit of a minor under
the Uniform Transfers to Minors Act. For residents in other states, stock may be
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held in a similar type of ownership under the Uniform Gifts to Minors Act of the
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individual state. For either ownership, the minor is the actual owner of the
stock with the adult custodian being responsible for the investment until the
child reaches legal age. Only one custodian and one minor may be designated.
Instructions: 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 followed by the notation UTMA-NJ or UGMA-Other State. List only the minor's
social security number.
Corporation/Partnership - Corporations/Partnerships may purchase stock. Please
provide the Corporation/Partnership's legal name and Tax I.D. number. To have
depositor rights, the Corporation/Partnership must have an account in its legal
name. Please contact the Stock Information Center to verify depositor rights and
purchase limitations.
Individual Retirement Account - Individual Retirement Account ("IRA") holders
may make stock purchases from their deposits through a prearranged
"trustee-to-trustee" transfer. Stock may only be held in a self-directed IRA.
American Bank of New Jersey does not offer a self-directed IRA. Please contact
an outside broker if you have any questions about your IRA account and please do
not delay in exploring this option.
Registration for IRA's:
On Name Line 1 - list the name of the broker or trust department
followed by CUST or TRUSTEE.
On Name Line 2 - FBO (for benefit of) YOUR NAME IRA a/c #______.
Address will be that of the broker / trust department to where the
stock certificate will be sent.
The Social Security / Tax I.D. number(s) will be either yours or your
trustees, as they direct.
Please list your phone numbers.
Fiduciary/Trust - Generally, fiduciary relationships (such as Trusts, Estates,
Guardianships, etc.) are established under a form of trust agreement or 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 trustee, executor, personal
representative, etc. On the second name line, print 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 after "Under Agreement Dated," 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.
(See Reverse Side for Stock Order Form Instructions)