EXHIBIT 99.3
YOU, A STOCKHOLDER OF GSB FINANCIAL CORPORATION, SHOULD COMPLETE AND RETURN THIS
ELECTION FORM ALONG WITH YOUR GSB STOCK CERTIFICATE(S) BEFORE THE COMMENCEMENT
OF THE GSB SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT WITH BERKSHIRE
BANCORP INC. IF YOU DO NOT DO SO AND WE COMPLETE THE MERGER, YOU WILL LOSE YOUR
RIGHT TO CHOOSE WHETHER TO RECEIVE CASH OR STOCK IN EXCHANGE FOR YOUR STOCK OF
GSB. YOU MUST COMPLETE ALL SECTIONS OF THIS ELECTION FORM THAT APPLY TO YOU.
GSB FINANCIAL CORPORATION
ONE SOUTH CHURCH STREET
GOSHEN, NEW YORK 10924
ELECTION FORM
[NAME AND ADDRESS LABEL]
Dear GSB Stockholder:
You currently hold shares of GSB common stock. On [ ], 2001, the
stockholders of GSB will hold a stockholders' meeting to vote on an agreement
with Berkshire Bancorp Inc. to merge GSB and Berkshire. If the stockholders
approve that agreement, and if other conditions described in that agreement are
met, GSB and Berkshire will merge. Each share of your GSB common stock will then
be exchanged, at your election, into:
0.6027 shares of Berkshire's common stock; or
$20.75 in cash.
Please carefully read the accompanying joint proxy statement/prospectus
dated [ ]. You have the right to elect to receive Berkshire's common
stock or cash, or some of each, for your shares of GSB common stock. HOWEVER,
EVEN IF YOU MAKE AN ELECTION ON THIS FORM, YOU MAY NOT RECEIVE WHAT YOU ELECT.
Not less than 50.1% nor more than 60% of the outstanding GSB common stock will
be exchanged for Berkshire common stock and not more than 49.9% of the
outstanding GSB common stock will be converted into the right to receive cash.
Therefore, we may have to allocate stock and cash among our stockholders in a
manner different from their elections. The joint proxy statement/prospectus
describes in detail on pages 35 through 37 how the election and allocation
procedures will work. Please read those pages carefully.
YOU SHOULD DELIVER THIS FORM, ALONG WITH YOUR STOCK CERTIFICATE(S), A
GUARANTEE OF DELIVERY FOR THE SHARES COVERED BY THIS FORM OR A COMPLETED LOST
CERTIFICATE AFFIDAVIT TO: AMERICAN STOCK TRANSFER & TRUST COMPANY (THE 'EXCHANGE
AGENT') (1) BY MAIL: 40 Wall Street, New York, New York 10005, (2) BY OVERNIGHT
DELIVERY SERVICE OR BY HAND DELIVERY: 59 Maiden Lane, 1st Floor, New York, New
York 10038 or (3) bring it with you to the GSB special meeting.
If we do not complete the merger for any reason, this form will be void and
certificates for shares of GSB common stock delivered to the Exchange Agent will
be promptly returned.
Please read carefully the accompanying general instructions and the joint
proxy statement/prospectus. THE EXCHANGE AGENT MUST RECEIVE THIS FORM NO LATER
THAN THE COMMENCEMENT OF THE GSB SPECIAL MEETING. All questions about this
Election Form should be directed to Shareholder Services at American Stock
Transfer & Trust Company, telephone (212) 936-5100.
Very truly yours,
STEPHEN W. DEDERICK
Treasurer and Chief Financial Officer
GSB Financial Corporation
GENERAL INSTRUCTIONS
YOU MUST COMPLETE SECTION 1. SECTION 1 PROVIDES AN EXPLANATION OF WHETHER YOU
MUST ALSO COMPLETE SECTION 2 OR SECTION 3.
1. TIME IN WHICH TO ELECT. To be effective, a completed Election Form and
your GSB common stock certificate(s), a guarantee of delivery for the shares
covered by this Election Form or a completed lost certificate affidavit, must be
received by the Exchange Agent at (a) 40 Wall Street, New York, New York 10005
if delivered by mail, (b) 59 Maiden Lane, 1st Floor, New York, New York 10038 if
delivered by overnight delivery service or by hand delivery or (3) the GSB
special meeting, no later than the commencement of the GSB special meeting (the
'Election Deadline').
2. REVOCATION OF ELECTION. You may revoke your election by written notice to
the Exchange Agent or by submitting a later-dated Election Form prior to the
Election Deadline. You may submit a new Election Form at any time before the
Election Deadline. If the merger agreement is terminated, all Election Forms
will automatically be void and the stock certificate(s) tendered will be
promptly returned to you.
3. METHOD OF DELIVERY. The method of delivery of all documents is at your
choice and risk. IF YOU CHOOSE TO RETURN YOUR MATERIALS BY MAIL, WE SUGGEST YOU
SEND THEM BY REGISTERED MAIL, RETURN RECEIPT REQUESTED, PROPERLY INSURED, USING
THE ENCLOSED BROWN ENVELOPE.
4. SIGNATURES. The signature (or signatures, in the case of certificates
owned by two or more joint holders) on this form should correspond exactly with
the name(s) as written on the face of the certificate(s) submitted unless the
shares of GSB common stock described on this form have been assigned by the
registered holder(s), in which event this form should be signed in exactly the
same form as the name of the last transferee. You must sign the Election Form at
least two times -- once beneath the election table which shows your election and
once beneath the 'Substitute W-9 Certification.'
If this form is signed by a person or persons other than the registered
holder(s) of the certificate(s), the certificate(s) must be endorsed or
accompanied by appropriate stock powers, each of which must be signed exactly as
the name(s) of the registered owner(s) appears on the certificate(s), or exactly
in the name of any intervening transferee, if applicable.
If this form or any stock certificate(s) or stock power(s) is signed by a
trustee, executor, administrator, guardian, officer of a corporation,
attorney-in-fact, or any other person acting in a representative or fiduciary
capacity, the person signing must give such person's full title in such
capacity.
5. NEW CERTIFICATES AND CHECKS IN SAME NAME. Checks and stock certificates
which the Exchange Agent issues in exchange for GSB common stock will be
registered in, or payable to the order of, exactly the same name(s) that appears
on the certificate(s) representing the shares of GSB common stock submitted with
this form, unless the 'Special Payment Instructions' box in Section 1 is
completed.
6. GUARANTEE OF SIGNATURE. No signature guarantee is required on this form
if it is signed by the registered holder(s) of the shares of GSB common stock
surrendered under this form, and all shares of Berkshire common stock and any
checks are to be issued and payable to the registered holder(s) without any
change or correction in the name or address of the registered holder(s). In all
other cases, all signatures on this form must be guaranteed by a member firm of
a registered national securities exchange or of the NASD, Inc., a commercial
bank or trust company in the United States, or by another member of a signature
guaranty medallion program. A guaranty by a notary public IS NOT acceptable.
All questions or disputes regarding this form or how it should be
interpreted will be determined by the Exchange Agent, which determination shall
be conclusive and binding.
7. BACKUP FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM W-9. Please be
sure to review the 'Substitute W-9 Certification' which appears on page [ ] of
Section 1. If you insert a correct taxpayer identification number (social
security number) and the IRS has not notified you that you are subject to backup
withholding, you should check the appropriate box and sign the Substitute W-9
Certification. If you do not have a taxpayer identification number (social
security
number) or if the IRS has notified you that you are subject to backup
withholding, or if you are an exempt recipient such as certain foreign persons,
you must complete Section 3. In some cases, any payments made to you may be
subject to backup withholding of 31%.
8. TRANSFER TAXES. If you complete the 'Special Payment Instructions' box in
Section 1, you must pay the Exchange Agent any and all required transfer or
other taxes or must establish that such tax has been paid or is not applicable.
9. WAIVER OF EXERCISE OF APPRAISAL RIGHTS. By delivery of this form to the
Exchange Agent, a GSB stockholder forever waives his/her/its right to dissent
from the merger under applicable Delaware law and withdraws all notices or
demands for the appraisal of the stockholder's shares of GSB common stock under
Delaware law.
SECTION 1 -- ELECTION INFORMATION, SUBSTITUTE W-9 CERTIFICATION AND TRANSMITTAL
INSTRUCTIONS
ELECTION INFORMATION
Below, you will identify the shares that you own as the registered holder
and you will tell us the consideration you want to receive if we complete the
merger.
Please list each stock certificate on a separate line.
In the column entitled 'Name(s) and Address(es) of Registered Holder(s),'
print the name(s) and address(es) of the registered holder(s). The
Registered Holder is the person or entity whose name appears on the
certificate.
In the column entitled 'Certificate Number,' insert the stock certificate
number for each stock certificate you hold. If any stock certificate has
been lost, stolen or destroyed, please write 'Certificate Missing' in the
'Certificate Number' column and complete Section 2.
In the column entitled 'Number of Shares Represented By Certificate,'
insert the number of shares represented by the corresponding stock
certificate. At the bottom of that column, please insert the total number
of shares of GSB common stock you own.
ELECTION. Choose the consideration you would like to receive by inserting
the number of shares of GSB common stock you would like to exchange for
Berkshire common stock and the number of shares of GSB common stock you would
like to exchange for cash in the appropriate column. You may elect to receive
all cash, all stock, or a combination of stock and cash. The sum of your
elections must be equal to the total number of shares of GSB common stock you
hold. If you want all of you shares converted into either cash or stock, you may
write 'ALL' in the appropriate space.
As explained in the accompanying joint proxy statement/prospectus, the total
merger consideration for all shares of GSB common stock is subject to allocation
procedures. IF ALLOCATIONS ARE MADE, YOU MAY NOT RECEIVE THE EXACT CONSIDERATION
YOU SPECIFY IN YOUR ELECTION.
MAKE YOUR ELECTION AND SIGN BELOW:
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NUMBER OF
SHARES TO
NUMBER OF CONVERT
SHARES INTO NUMBER OF
CERTIFICATE REPRESENTED BERKSHIRE SHARES TO
NAME(S) AND ADDRESS(ES) OF REGISTERED NUMBER (IF BY COMMON CONVERT
OWNER(S) AVAILABLE) CERTIFICATE STOCK INTO CASH
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Total Shares:
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[ ] Check here if your shares of GSB common stock are being delivered pursuant
to a notice of guarantee of delivery. If so, fill in the following
information and fill in the required information under Transmittal
Instructions:
Name of Registered Holder(s):_______________________________________________
Window Ticket Number (if any):______________________________________________
To American Stock Transfer & Trust Company, Exchange Agent:
I/we submit the stock certificate(s) shown on this Election Form to American
Stock Transfer & Trust Company, the Exchange Agent, or its replacement or
successor, and instruct the Exchange Agent to deliver to me/us, shares of
Berkshire common stock or cash as shown on this Election Form. THE ELECTION MAY
BE ADJUSTED UNDER THE TERMS OF THE MERGER AGREEMENT.
By delivery of this Election Form, the undersigned forever waives any and
all rights of appraisal under Delaware law and withdraws all demands for
appraisal of the fair value of the shares of GSB common stock shown on this
Election Form.
The undersigned represents and warrants that the undersigned has full power
and authority to surrender the stock certificate(s) surrendered or covered by a
guarantee of delivery, free and clear of all liens, claims, and encumbrances.
The undersigned will, upon request, execute and deliver any additional documents
reasonably deemed by the Exchange Agent or Berkshire to be appropriate or
necessary to complete the sale, assignment, or transfer of the shares of GSB
common stock. All authority conferred or agreed to be conferred in this Election
Form shall be binding upon the successors, assigns, heirs, executors,
administrators, and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
SIGN HERE: By signing this form, you acknowledge that you have received the
joint proxy statement/prospectus of Berkshire Bancorp Inc. and GSB Financial
Corporation dated [ ], 2000.
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Signature of owner(s) Signature of owner(s)
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Print Name of owner(s) Print Name of owner(s)
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Social Security or other Tax ID Number Social Security or other Tax ID Number
Address: Address:
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Date: ___________________________, 2000 Date: ______________________________, 2000
SUBSTITUTE W-9 CERTIFICATION
I/we certify that:
[ ] (1) the Social Security or Tax ID number(s) shown above on this form is/are
my/our correct Taxpayer Identification Number and (2) I am not subject to
backup withholding either because I have not been notified by the Internal
Revenue Service ('IRS') that I am subject to backup withholding as a result
of failure to report all interest or dividends, or the IRS has notified me
that I am no longer subject to backup withholding
[ ] I do not have a Social Security or Tax ID Number, I am an exempt recipient,
or I am subject to backup withholding. If you check this box, be sure to
complete Section 3 below.
IMPORTANT WARNING TO ALL GSB STOCKHOLDERS: If you do not provide the Exchange
Agent with the correct Taxpayer Identification Number (Social Security Number)
or an adequate basis for exemption, you may have to pay a $50 penalty and backup
withholding at a rate of 31% on any payments to be made to you if we complete
the merger.
SIGN HERE:
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Signature of owner(s) Signature of owner(s)
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Print Name of owner(s) Print Name of owner(s)
TRANSMITTAL INSTRUCTIONS
Below, please tell us about any special delivery or payment instructions.
All Berkshire stock certificates and cash that you are entitled to receive will
be issued or made payable to the same name shown on your GSB stock
certificate(s) and will be mailed to you at the address set forth below on the
signature lines on page [ ] of Section 1 hereof, unless you follow the special
instructions below. If you are covered by one of the conditions described in
paragraphs A through D, please follow the appropriate instructions.
A. MISSING STOCK CERTIFICATES. If you have lost any or all of the stock
certificate(s), you must complete this Election Form, sign it, and send it to
the Exchange Agent together with any stock certificate(s) you do have. You must
also complete the affidavit in Section 2 for all missing certificates.
B. CASH OR BERKSHIRE STOCK CERTIFICATES TO BE PAID OR ISSUED TO SOMEONE
ELSE. If you want the Berkshire common stock certificate(s) being issued to you
to be registered, or if you want the cash being paid to you, to be payable to
someone other than the registered owner of your GSB stock certificate, then you
must complete and sign the 'Special Payment Instructions' box below. See General
Instruction 8 for information about your responsibility for transfer taxes.
C. YOU WANT US TO SEND YOUR STOCK CERTIFICATES OR CASH TO SOMEONE ELSE. If
you want the Berkshire common stock certificate(s) or the cash being issued or
paid to you to be registered or payable to you, but sent to someone else, you
must complete and sign the 'Special Delivery Instructions' box below.
D. SOMEONE ELSE WILL DELIVER YOUR STOCK CERTIFICATE(S) TO THE EXCHANGE
AGENT. If your GSB stock certificate(s) can not be delivered to the Exchange
Agent before the Election Deadline, your election will be valid if your election
form is received by the Election Deadline along with a guarantee of delivery by
an eligible institution. Your stock certificate(s) must then be received by the
Exchange Agent by 12:00 noon, eastern standard time, on the third trading day
after the Election Deadline.
The Exchange Agent will issue you a single check and/or a single Berkshire
common stock certificate unless you provide explicit instructions to the
Exchange Agent to do otherwise.
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SPECIAL PAYMENT INSTRUCTIONS
Complete this section ONLY if you want the Berkshire common
stock certificate(s) being issued to you, and the cash being
paid to you, to be payable to someone other than the
registered owner of your GSB common stock certificate(s).
Register my shares of Berkshire's common stock and make
payment to the following:
Name: ___________________________________________________________________
(Please type or print)
Address: ________________________________________________________________
________________________________________________________________
(include zip code)
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SPECIAL DELIVERY INSTRUCTIONS
Complete this section ONLY if you want the Berkshire common
stock certificate(s) and the cash being issued or paid to
you to be registered or payable to you but sent to someone
else.
Mail or deliver my shares of Berkshire common stock and send
payment to the following:
Name: ___________________________________________________________________
(Please type or print)
Address: ________________________________________________________________
(include zip code)
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GUARANTEE OF DELIVERY
The undersigned, a member firm of a registered national
securities exchange, a member of the NASD, Inc., a
commercial bank or trust company in the United States or
other member of a valid signature guaranty medallion
program, hereby guarantees to deliver to the Exchange Agent
either all of the certificate(s) for GSB common stock to
which this election form relates, or such certificates as
are identified below, duly endorsed in blank or otherwise in
form acceptable for transfer, no later than 12:00 noon,
eastern standard time, on the third trading day after the
Election Deadline. If a GSB stockholder completes this
guarantee of delivery, such GSB stockholder will need a
signature guarantee by an eligible institution.
The undersigned acknowledges that it must deliver the
shares of GSB common stock covered by this election form to
the Exchange Agent within the time period set forth above
and that failure to do so could result in financial loss to
the undersigned.
____________________________________
Print Firm Name
____________________________________
Dated
____________________________________
Authorized Signature
____________________________________
Certificate Number(s)
____________________________________
Number of shares of GSB common stock
____________________________________
____________________________________
Address
____________________________________
Area Code and Telephone Number
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SIGNATURE GUARANTEE
Your signature must be guaranteed if you have filled out
either the 'Special Payment Instructions' box, the 'Special
Delivery Instructions' box or the 'Guarantee of Delivery'
box. The guaranty must be by an eligible institution, i.e.,
a member firm of a registered national securities exchange,
a member of the NASD, Inc., or a commercial bank or trust
company in the United States or other member of a valid
signature guaranty medallion program.
Name of Guarantor: _____________________________________________
Signature(s) Guaranteed: _______________________________________
Date: __________________, 2000
Apply Signature Medallion:
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SECTION 2 -- MISSING CERTIFICATES
If some of your GSB stock certificates are missing, you must complete the
certification below. Your signature must be notarized.
The certificate(s) representing the following shares of GSB common stock
has/have been lost, stolen, or destroyed:
______________________________________ ______________________________________
Certificate Number Number of Shares
I certify the following:
(1) I have made or caused to be made a diligent search for such stock
certificate(s) and have been unable to find or recover it/them. I have not sold,
assigned, pledged, transferred, deposited under any agreement, or hypothecated
the shares of GSB Financial Corporation common stock represented by such stock
certificate(s), or any interest therein, or signed any power of attorney or
other authorization respecting the same which is now outstanding and in force,
or otherwise disposed of such stock certificate(s); and no person, firm,
corporation, agency, or government, other than me, has or has asserted any
right, title, claim, equity, or interest in, to, or respecting such shares of
GSB common stock.
(2) Please issue a replacement stock certificate(s). In consideration of the
issuance of a replacement certificate(s), I hereby agree to indemnify and hold
harmless Berkshire Bancorp Inc. and any person, firm, or corporation now or
hereafter acting as Berkshire Bancorp Inc.'s transfer agent, exchange agent,
registrar, trustee, depository, redemption, fiscal, or paying agent, or in any
other capacity, and also any successors in any such capacities, and their
respective subsidiaries, affiliates, heirs, successors, and assigns, from and
against any and all liability, loss, damage, and expense in connection with, or
arising out of, their compliance with my request herein.
(3) I also agree, in consideration of compliance with the foregoing request,
to surrender immediately to Berkshire Bancorp Inc. the lost stock certificate(s)
should it/they hereafter come into my possession or control.
(4) I also agree to provide a lost instrument bond, if requested.
________________________________ Date _________________________________, 2000
Signature
________________________________ Date _________________________________, 2000
Signature
STATE OF
:ss.
COUNTY OF
I, __________________________________, a Notary Public, do hereby certify that
on the ____ day of _______________ 2000, personally appeared before me
__________________________________, known to me to be the persons whose name(s)
is/are subscribed to the foregoing instrument, who, being by me first duly
sworn, declared that the statements contained therein are true and that
he/she/they signed said instrument for the purposes, in the capacity, and for
consideration therein expressed.
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(Notary: Please modify if necessary to conform to your state law or attach an
alternative form.)
SECTION 3 -- STOCKHOLDERS WHO DO NOT HAVE TAXPAYER IDENTIFICATION NUMBERS OR WHO
ARE SUBJECT TO BACKUP WITHHOLDING
Please complete the appropriate section below:
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FOREIGN REGISTERED HOLDERS:
Certain foreign holders are not subject to backup
withholding and reporting requirements. Foreign registered
holders who are exempt recipients should read and sign the
following certification. In addition, to confirm that a
foreign registered holder qualifies as an exempt recipient,
the holder must also submit a statement to the Exchange
Agent (generally, IRS Form W-8), signed under penalties of
perjury, attesting to that individual's exempt status. A
form for such statements can be obtained from the Exchange
Agent.
I, the registered holder of the shares of GSB stock
covered by this election form, certify that I am not a
United States citizen or resident, or that I am signing for
a foreign corporation, partnership, estate or trust.
Signature: __________________________ Date: ____________
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INDIVIDUALS AND ENTITIES THAT HAVE APPLIED FOR TAXPAYER
IDENTIFICATION NUMBERS BUT HAVE NOT YET RECEIVED THEM:
If you do not yet have a Taxpayer Identification Number,
but you have applied for a number or you will do so in the
near future, please read and sign the following
certification.
I certify, under penalties of perjury, that a Taxpayer
Identification Number has not been issued to me, and that I
mailed or delivered an application to receive a Taxpayer
Identification Number to the appropriate IRS Center or
Social Security Administration Office (or I intend to mail
or deliver an application in the near future). I understand
that if I do not provide a Taxpayer Identification Number to
the Exchange Agent, 31% of all payments made pursuant to the
merger shall be retained until I provide a Taxpayer
Identification Number to the Exchange Agent and that, if I
do not provide my Taxpayer Identification Number within 60
days, such retained amounts shall be remitted to the IRS as
backup withholding and 31% of all reportable payments made
to me thereafter will be withheld and remitted to the IRS
until I provide a Taxpayer Identification Number.
Signature: __________________________ Date: ____________
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INDIVIDUALS AND ENTITIES THAT ARE SUBJECT TO BACKUP WITHHOLDING:
If you are subject to backup withholding either because
the IRS has so advised you or because you do not have a
Taxpayer Identification Number, sign below. The Exchange
Agent will withhold 31% of all payments to be made to you
and send such withheld amount to the IRS.
I certify that I am subject to backup withholding.
Signature: __________________________ Date: ____________
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