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Exhibit 99.2
STOCK ORDER FORM & OHIO STATE FINANCIAL SERVICES, INC.
CERTIFICATION FORM
Note: Please read the Stock Order Form Guide and Instructions on the back of
this form before completion.
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DEADLINE
The Subscription Offering ends at noon, Bridgeport, Ohio Time, on XXXX xx, 1997.
Your Stock Order Form and Certification Form, properly executed and with the
correct payment, must be received at the address on the bottom of this form by
this deadline, or it will be considered void.
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NUMBER OF SHARES
(1) Number of Shares Price Per Share (2) Total Amount Due
The minimum number of shares that may be subscribed for is 25. No person,
together with his Associates and others persons acting in concert with him, may
purchase in the Subscription Offering and in the Community Offering, more than
14,000 Common Shares. In connection with the exercise of subscription rights
arising from a deposit account in which two or more persons have an interest,
the aggregate maximum number of Common Shares which the persons having an
interest in such account may purchase is 14,000 Common Shares.
METHOD OF PAYMENT
(3)[ ] Enclosed is a check, bank draft or money order payable to Ohio State
Financial Services, Inc. of $__________ (or cash if presented in
person.)
(4)[ ] I authorize Bridgeport Savings and Loan Association to make
withdrawals from my Bridgeport Savings and Loan Association 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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TOTAL WITHDRAWAL
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There is no penalty for early withdrawals used for this payment.
PURCHASER INFORMATION
(5)[ ] Check here if you are a DEPOSITOR or MEMBER and enter below information
for all accounts you had at the Eligibility Record Date (December 31,
1995), Supplemental Eligibility Record Date (XXXXxx, 1997) or the
Voting Record Date (XXXXx, 1997). If additional space is needed, please
use the back of this form. Please confirm account(s) by initialing
here. ________________
ACCOUNT TITLE (NAMES ON ACCOUNTS) ACCOUNT NUMBER
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[ ] Check here if you are a DIRECTOR, OFFICER or EMPLOYEE of Bridgeport
Savings and Loan Association or a member of such person's immediate family.
(6) STOCK REGISTRATION
[ ] Individual [ ] Uniform Transfer to Minors [ ] Partnership
[ ] Joint Tenants [ ] Uniform Gift to Minors [ ] Individual Retirement Account
[ ] Tenants in Common [ ] Corporation [ ] Fiduciary/Trust (Under Agreement Dated______)
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Name Social Security or Tax I.D.
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Name Daytime Telephone
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Street Address Evening Telephone
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City State Zip Code County of Residence
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NASD AFFILIATION (This section only applies to those individuals who meet the
delineated criteria)
[ ] 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: (1) not to sell, transfer or hypothecate the shares
subscribed for herein for a period of three months following the issuance and
(2) to report this subscription in writing to the applicable NASD member within
one day of the payment therefor.
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ACKNOWLEDGMENT By signing below, I acknowledge receipt of the Prospectus dated
XXXX xx, 1997, and that I have reviewed all provisions therein. I understand
that I may not change or revoke my order once it is received by Ohio State
Financial Services, Inc. I also certify that this stock order is for my account
and there is no agreement or understanding regarding any further sale or
transfer of these shares. Federal regulations prohibit any persons 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 person. Bridgeport Savings and
Loan Association 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 this item, (2) above, 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.
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SIGNATURE THIS FORM MUST BE SIGNED AND DATED. THIS Signature Title (if applicable) Date
ORDER IS NOT VALID IF THE STOCK ORDER FORM AND CERTIFICATION
FORM ARE NOT BOTH SIGNED. YOUR ORDER WILL BE FILED IN
ACCORDANCE WITH THE PROVISIONS OF THE PROSPECTUS. When
purchasing as a custodian, corporate officer, etc., include your
full title. An additional signature is required only if payment Signature Title (if applicable) Date
is by withdrawal from an account that requires more than one
signature to withdraw funds. If you need help completing this
Form, you may call the Conversion Information Center at (614)
635-1632 or (614) 635-1633.
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THE COMMON SHARES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE SAVINGS ASSOCIATION
INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.
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Date Rec'd __/__/__ Order # _____ Batch #_____ CONVERSION INFORMATION CENTER
OFFICE USE Check ____________ Category _____ 435 Main Street
Amount $____________ Initials _____ Bridgeport, Ohio 43912
(614) 635-1632 or (614) 635-1633
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OHIO STATE FINANCIAL SERVICES, INC.
STOCK OWNERSHIP GUIDE
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Instructions: See your legal advisor if you are unsure about the correct
registration of your stock.
INDIVIDUAL- The shares are to be registered in an individual's name only. You
may not list beneficiaries for this ownership.
JOINT TENANTS- Joint tenants with right of survivorship identifies two or more
owners. When shares are 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
shares are held by tenants in common, upon the death of one co-tenant, ownership
of the shares 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.
INDIVIDUAL RETIREMENT ACCOUNT- Individual Retirement Account ("IRA") holders may
make share purchases from their deposits through a prearranged
"trustee-to-trustee" transfer. Shares may only be held in a self-directed IRA.
Bridgeport Savings and Loan Association does not offer a self-directed IRA.
Please contact the Conversion Information Center if you have any questions about
your IRA account. There will be no early withdrawal or IRS penalties incurred in
these transactions.
UNIFORM GIFT TO MINORS- For residents of many states, shares may be held in the
name of a custodian for the benefit of a minor under the Uniform Transfer to
Minors Act. For residents in other states, shares may be held in a similar type
of ownership under the Uniform Gift to Minors Act of the individual states. For
either type of ownership, the minor is the actual owner of the shares with the
adult custodian being responsible for the investment until the child reaches
legal age.
On the first line, print the first name, middle initial and last name of the
custodian, with the abbreviation "CUST" and "Unif Tran Min Act" or "Unif Gift
Min Act" after the name. Print the first name, middle initial and last name of
the minor on the second "NAME" line. Standard U.S. Postal Service state
abbreviations should be used to describe the appropriate state. For example,
shares held by John Doe as custodian for Susan Doe under the Ohio Transfer to
Minors Act will be abbreviated John Doe, CUST Susan Doe Unif Tran Min Act. OH.
USE THE MINOR'S SOCIAL SECURITY NUMBER. Only one custodian and one minor may be
designated.
CORPORATION/PARTNERSHIP- Corporation/Partnerships may purchase shares. Please
provide the Corporation/Partnership's legal name and Tax I.D. To have depositor
rights, the Corporation/Partnership must have an account in the legal name.
Please contact the Conversion Information Center to verify depositor rights and
purchase limitations.
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 shares 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 either 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.
An example of fiduciary ownership of stock in the case of a trust is: John D.
Smith, Trustee for Thomas A. Smith Trust Under Agreement Dated 06/09/87.
DEFINITION OF ASSOCIATE
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A person's Associates consist of the following (a) any corporation or other
organization (other than Ohio State Financial Services, Inc. (the "Holding
Company"), Bridgeport Savings and Loan Association (the "Association), or a
majority owned subsidiary of the Association) of which such person is a
director, officer or partner or is directly or indirectly the beneficial owner
of 10% or more of any class of equity securities; (b) 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, provided, however,
that such term shall not include any tax-qualified employee stock benefit plan
of the Holding Company or the Association in which such person has a substantial
beneficial interest or serves as a trustee or in a similar fiduciary capacity;
and (c) any relative or spouse of such person, or any relative of such person,
who either has the same home as such person or who is a director or officer of
the Holding Company or the Association or any of their subsidiaries.
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CERTIFICATION FORM
(This Form Must Accompany A Signed Stock Order Form)
I ACKNOWLEDGE THAT THE COMMON SHARES WITHOUT PAR VALUE (THE "COMMON
SHARES") OF OHIO STATE FINANCIAL SERVICES, INC. (THE "HOLDING COMPANY") ARE NOT
DEPOSITS OR ACCOUNTS AND ARE NOT FEDERALLY INSURED, AND ARE NOT GUARANTEED BY
BRIDGEPORT SAVINGS AND LOAN ASSOCIATION OR BY THE FEDERAL GOVERNMENT.
If anyone asserts that the Common Shares are federally insured or
guaranteed, or are as safe as an insured deposit, I should call the Office of
Thrift Supervision Central Regional Director, Ronald N. Karr, at (312) 917-5000.
I further certify that, before purchasing the Common Shares of the Holding
Company, I received a copy of the Prospectus dated, XXX xx, 1997 which discloses
the nature of the Common Shares being offered thereby and describes the
following risks involved in an investment in the Common Shares under the heading
"Risk Factors" beginning on page xx of the Prospectus:
l. Interest Rate Risk
2. Anticipated Reduced Return on Equity
3. Market Area
4. Limited Market for the Common Shares
5. Price of Common Shares Upon Resale
6. Legislation and Regulation Which May Adversely Affect Earnings
and Operations
7. Potential Impact of Benefit Plans on Net Earnings and
Shareholder's Equity
8. Anti-Takeover Provisions Which May Discourage Sales of Common
Shares for Premium Prices
(NOTE: IF SHARES ARE TO BE HELD JOINTLY, BOTH PARTIES MUST SIGN)
Date: , 1997
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OHIO STATE FINANCIAL SERVICES, INC.
ITEM INSTRUCTION
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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 by the subscription price of $10.00 per share. The minimum purchase is 25
shares. No person, together with his Associates and others persons acting in
concert with him, may purchase in the Subscription Offering and in the Community
Offering, more than 14,000 Common Shares. In connection with the exercise of
subscription rights arising from a deposit account in which two or more persons
have an interest, the aggregate maximum number of Common Shares which the
persons having an interest in such account may purchase is 14,000 Common Shares.
Ohio State Financial Services, Inc. has reserved the right to reject the
subscription of 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 made payable to Ohio State Financial
Services, Inc. DO NOT MAIL CASH. If you choose to make a cash payment, take your
signed Stock Order Form and Certification Form and payment in person to
Bridgeport Savings and Loan Association. Your funds will earn interest at
Bridgeport Savings and Loan Association's current passbook rate of x.xx%.
ITEM 4- To pay by withdrawal from a savings account or certificate at Bridgeport
Savings and Loan Association, 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 must sign in the Signature box on the front of this form. To
withdraw from an account with checking privileges, please write a check. No
early withdrawal penalty will be charged on funds used to purchase shares in the
Conversion. A hold will be placed on the account(s) for the amount(s) you show.
Payments will remain in certificate account(s) until the Offering closes and
will continue to earn interest at the account rate until then. If a partial
withdrawal reduces the balance of a certificate account to less than the
applicable minimum, the remaining balance will thereafter earn interest at
Bridgeport Savings and Loan Association's passbook rate.
ITEM 5- Please check this box if you were a depositor on the Eligibility Record
Date (December 31, 1995), the Supplemental Eligibility Record Date (XXXX xx,
199x) or the voting Record Date (XXXX x, 199x). List all names on the account(s)
and all account number(s) of those accounts you had at these dates to ensure
proper identification of your purchase rights.
ITEMS 6- The stock transfer industry has developed a uniform system of
shareholder registrations that we will use in the issuance of Ohio State
Financial Services, Inc. common shares. Print the name(s) in which you want the
shares registered and the mailing address of the registration. 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", etc.
Subscription rights are not transferable. If you are a qualified 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.
Enter the Social Security or Tax I.D. number of one registered owner. This
registered owner must be listed on the first "NAME" line. Be sure to include
your telephone number because we will need to contact you if we cannot execute
your order as given. Review the Stock Ownership Guide and refer to the
instructions for Uniform Gift to Minors/Uniform Transfer to Minors and
Fiduciaries.
CONTINUATION FROM PAGE i SECTION 5, IF ADDITIONAL SPACE IS NEEDED:
ACCOUNT TITLE (NAMES ON ACCOUNT) ACCOUNT NUMBER
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