Exhibit 99.5
- - - CBES BANCORP, INC.
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HOLDING COMPANY FOR COMMUNITY BANK OF
EXCELSIOR SPRINGS,A SAVINGS BANK.
- - - STOCK ORDER FORM
NOTE: Please read the Stock Order Form
Instructions and Guide on the back as
you complete this form.
DEADLINE: The Subscription Offering will expire at 3:00 pm, Excelsior Springs,
Missouri, on , 1996, unless extended.
(1) Number of Shares Subscription Price (2) Total Payment Due
X $10.00=
The minimum number of shares that may be subscribed for is 25 shares and the
maximum is 20,000, except for purchases by the Employee Stock Ownership Plan
of Community Bank of Excelsior Springs, A Savings Bank. ("Community Bank").
The maximum purchase limit is subject to possible change. See the Stock Order
Form Instructions and Guide on the back of this form and the Prospectus.
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METHOD OF PAYMENT IMPORTANT PURCHASER INFORMATION
(3)[_] Enclosed is a check, (5)a[_] Check here if you were a depositor
bank draft or money of Community Bank on March 31, 1995
order made payable to (the Eligibility Record Date).
CBES Bancorp, Inc. in Enter information below for all
the amount of: deposit accounts that you had at
Cash can be Community Bank on March 31, 1995.
used only
$ if (5)b[_] Check here if you were a depositor
presented of Community Bank on June 30, 1996
in person (the Supplemental Eligibility
any Record Date). Enter information
Community below for all deposit accounts that
Bank you had at Community Bank on
office. June 30, 1996.
(4)[_] The undersigned (5)c[_] Check here if you were a borrower
authorizes withdrawal from Community Bank on , 1996
from this (these) (the Voting Record Date) or a
account(s) at depositor of Community Bank who did
Community Bank. Please not have a deposit on March 31, 1995
contact the Stock or , 1996. Enter information
Information Center below for all loan and deposit
prior to , 1996 accounts that you had at Community
if you wish to use Bank on , 1996 (the Voting
your Community Bank Record Date).
IRA for stock
purchase. (5)d[_] State in which you reside:_________
Account Number Amount Account Title Deposit Loan Account
- ---------------------------- (Names on Account Account Number
Accounts)
$
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$
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$
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Total Withdrawal
Amount $ --------------------------------------------
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There is no penalty for early
withdrawals used for stock payment.
STOCK REGISTRATION (SEE BACK UNDER STOCK OWNERSHIP GUIDE)
(6) Form of Stock Ownership:
[_] Individual [_] Joint tenants with [_] Tenants in common [_] Uniform Transfer
right of survivorship to Minors
[_] Fiduciary (i.e., [_] Corporation or Partnership [_] Other ____________________________________
trust, estate, etc.)
(7) Name(s) in which your stock is to be
registered (Please Print Clearly) Social Security No. or Tax ID No.
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Name(s) continued
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Street Address City County State Zip
Code
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(8) Telephone Information Daytime Phone Evening Phone
( ) ( )
NASD AFFILIATION
(9) [_] Check here if you are a member of the National Association of Securities
Dealers, Inc. ("NASD"), a person associated with a 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 a
NASD member or person associated with a 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) that you are an
eligible purchaser in Community Bank's mutual to stock conversion, (ii) not to
sell, transfer or hypothecate the stock for a period of three months following
issuance, and (iii) to report this subscription in writing to the applicable
NASD member within one day of payment therefor.
ACKNOWLEDGMENT
(10) To be effective in the Subscription Offering, this fully completed Stock
Order Form must be actually received by Community Bank no later than 3:00 pm,
Excelsior Springs, Missouri on , 1996, 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 Community Bank's main office or may be mailed to the Post
Office Box 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 Conversion") of Community Bank described in the accompanying
Prospectus. If the Plan of Conversion is not approved by the voting members of
Community Bank at a Special Meeting to be held on , 1996, 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 Community Bank, this Stock Order Form may not be
modified, withdrawn or cancelled (unless the Conversion is not completed
within 45 days of the completion of the Subscription Offering) without
Community Bank's consent and if authorization to withdraw from deposit
accounts at Community Bank has been given as payment for shares, the amount
authorized for withdrawal shall not otherwise be available for withdrawal by
the undersigned.
APPLICABLE FEDERAL REGULATIONS PROHIBIT ANY PERSON FROM TRANSFERRING OR
ENTERING INTO ANY AGREEMENT DIRECTLY OR INDIRECTLY TO TRANSFER THE LEGAL OR
BENEFICIAL OWNERSHIP OF CONVERSION SUBSCRIPTION RIGHTS, OR THE UNDERLYING
SECURITIES TO THE ACCOUNT OF ANOTHER. COMMUNITY BANK AND CBES BANCORP, INC.
WILL PURSUE ANY AND ALL LEGAL AND EQUITABLE REMEDIES IN THE EVENT THEY BECOME
AWARE OF THE TRANSFER OF CONVERSION SUBSCRIPTION RIGHTS AND WILL NOT HONOR
ORDERS KNOWN BY IT 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 THE HOLDING COMPANY
OR COMMUNITY BANK.
I ALSO ACKNOWLEDGE RECEIPT OF A PROSPECTUS DATED , 1996.
A VALID STOCK ORDER FORM MUST BE SIGNED AND DATED BELOW
Under penalty of perjury, I certify that the Social Security or Tax ID Number
and the information provided in this Stock Order Form are true, correct and
complete, that I am not subject to back-up withholding and 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 and that I have received a copy of the Prospectus and am aware of
the risks associated with an investment in CBES Bancorp, Inc.
SIGNATURE(S)
(11)Signature Date Signature Date
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FOR OFFICE USE ONLY
STOCK INFORMATION CENTER
Date Category # ______ COMMUNITY BANK OF EXCELSIOR SPRINGS
Received _ /_ /_ 1001 NORTH JESSE JAMES ROAD
Batch # _________ Deposit _________ EXCELSIOR SPRINGS, MISSOURI 64024
Order # _________ Date Input /_ / (816) -
CBES BANCORP, INC.
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SUBSCRIPTION OFFERING
STOCK ORDER FORM
INSTRUCTIONS AND GUIDE
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STOCK OWNERSHIP GUIDE
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INDIVIDUAL
Include the first name, middle initial and last name of the shareholder. 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 WITH RIGHT OF SURVIVORSHIP
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
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
Stock 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. The standard abbreviation for
Custodian is "CUST", while the Uniform Transfer to Minors Act is "Unif Tran
Min Act". Standard U.S. Postal Service state abbreviations should be used to
describe the appropriate state. For example, stock held by John Doe as
custodian for Susan Doe under the Missouri Uniform Transfer to Minors Act will
be abbreviated John Doe, CUST Susan Doe Unif Tran Min Act, MO (use minor's
social security number).
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 copy and description of the document governing the fiduciary
relationship, such as living 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 of stock in the case of a trust is: John
Doe, Trustee Under Agreement Dated 10-1-87 for Susan Doe.
You may mail your completed Stock Order Form in the envelope that has been
provided, or you may deliver your Stock Order Form to the main office of
Community Bank. In order to purchase stock in the Subscription Offering, your
Stock Order Form, properly completed, and payment in full (or withdrawal
authorization) at the Subscription Price of $10 per share must be received by
Community Bank no later than 3:00 pm, Excelsior Springs, Missouri Time, on
, 1996, unless such date is extended, or your Stock Order Form will become
void. Stock Order Forms shall be deemed received only upon actual receipt at
either banking office of Community Bank.
If you need further assistance, please call the Stock Information Center at
(816) . We will be pleased to help you with the completion of your Stock
Order Form or answer any questions you may have.
ITEM 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
purchased by the Subscription Price of $10.00 per share. The minimum purchase
is 25 shares. The maximum purchase by any person (or persons exercising
Subscription Rights through a single account) or entity (other than Community
Bank's Employee Stock Ownership Plan), or persons acting in concert is 20,000
shares. In addition, no person, together with associates, or group of persons
acting in concert, shall purchase more than 5% of the number of shares sold in
the Conversion. The Board of Directors of Community Bank has the right to (i)
reduce the maximum purchase limitation to an amount not less than one percent
of the shares of common stock issued in the Conversion or (ii) increase the
maximum purchase limitation to an amount of up to five percent of the shares
of common stock issued in the Conversion. Any change in the maximum purchase
limitation may occur at any time prior to consummation of the Conversion,
either before or after , 1996. If the maximum purchase limitation is
increased, any subscriber who has subscribed for 20,000 shares, and certain
other large subscribers in the discretion of the Holding Company, will be
given the opportunity to increase their subscriptions up to the higher maximum
purchase limitation. The Holding Company and Community Bank reserve the right
to reject any order received in the Community Offering, in whole or in part.
The Holding Company and Community Bank also 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 3--
Payment for shares may be made in cash (only if delivered by you in person) or
by check, bank draft or money order made payable to CBES Bancorp, Inc. Your
funds will earn interest at the Community Bank current statement savings rate
until the Conversion is completed or terminated. DO NOT MAIL CASH TO PURCHASE
STOCK! Please check this box if your method of payment is by cash, check, bank
draft or money order.
ITEM 4--
If you pay for your stock by a withdrawal from a Community Bank deposit
account, insert the account number(s) and the amount of your withdrawal
authorization for each account. The total amount withdrawn should equal the
amount of your stock purchase. 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.
If you wish to use your IRA currently at Community Bank, you must call the
Stock Information Center prior to , 1996 and complete all paperwork
required no later than , 1996.
ITEM 5--
a. Please check this box if you were a depositer of Community Bank on March
31, 1995 (the Eligibility Record Date). You must list the full title and
account numbers of all accounts you had on this date in order to insure proper
identification of your purchase rights and preferences.
b. Please check this box if you were a depositor of Community Bank on June 30,
1996 (the Supplemental Eligibility Record Date). You must list the full title
and account numbers of all accounts you had on this date in order to insure
proper identification of your purchase rights and preferences.
c. Please check this box if you are a borrower from Community Bank. If you
were a borrower from Community Bank on (the Voting Record Date), you
must list the name of all borrowers on your loan accounts and the loan account
number for all loan accounts that you had at such date in order to insure
proper identification of your purchase rights and preferences.
d. You must list the state in which you reside.
ITEMS 6, 7 AND 8--
The stock transfer industry has developed a uniform system of shareholder
registrations that we will use in the issuance of your common stock. Please
complete items 6, 7 and 8 as fully and accurately as possible, and be certain
to supply your social security number or tax identification number and your
daytime and evening telephone number(s). 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."
ITEM 9--
Please check this box if you are a member of the NASD or if this item
otherwise applies to you.
ITEMS 10 AND 11--
Please sign and date the Stock Order Form where indicated. Review the Stock
Order Form carefully before you sign, including the acknowledgement. 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. If you have any remaining questions, or
if you would like assistance in completing your Stock Order Form, you may call
the Stock Information Center. The Stock Information Center phone number is
(816) .
CERTIFICATION FORM
(This Signed Form Must Accompany A Signed Stock Order Form)
I ACKNOWLEDGE THAT THE SHARES OF COMMON STOCK, $.01 PAR VALUE ("COMMON
STOCK"), OF CBES BANCORP, INC. (THE "CORPORATION"), THE PROPOSED HOLDING COMPANY
FOR COMMUNITY BANK OF EXCELSIOR SPRINGS, A SAVINGS BANK (THE "BANK"), ARE NOT
GUARANTEED BY THE CORPORATION, THE BANK OR THE FEDERAL GOVERNMENT.
If anyone asserts that this security is federal insured or guaranteed, or is
as safe as an insured deposit, I should call the Office of Thrift Supervision
Regional Director, Ronald Karr, at (312) 540-5900.
I further certify that, before purchasing the shares of Common Stock of the
Corporation, I received a copy of the Prospectus dated August xx, 1996 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 13 of the Prospectus:
1. Construction and Land Lending
2. Geographical Concentration of Loans
3. Automobile Lending
4. Allowances for Loan Losses
5. Return on Equity After Conversion
6. Interest Rate Risk Exposure
7. Takeover Defensive Provisions
8. Regulatory Oversight
9. Recapitalization of SAIF, Disparity between BIF and SAIF Premiums
10. Pending Legislation Regarding Bad Debt Reserves
11. Risk of Delayed Offering
12. Absence of Active Market for Common Stock
13. Possible Consequences of Amendment to Plan of Conversion.
For a more detailed description of the risks involved in the offering, see
"Risk Factors" at pages xx through xx of the Prospectus.
Signature: __________________________
Signature: __________________________
(Note: If stock is to be held jointly, both parties must sign.)
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Date: ___________________
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