EXHIBIT 99.1
FORM OF ELECTION
PENNCORE FINANCIAL SERVICES CORPORATION
Please read and Follow Carefully the Instructions on the attached hereto.
Nominees, trustees or other persons who hold shares of Penncore Common Stock in
a representative capacity are directed to Instruction A(4). Unless the special
circumstances pertaining to nominees, trustees or other persons who hold shares
of Penncore Common Stock apply, a holder of Penncore Common Stock must complete
BOX A below to make an effective Election and a single Election must be made
with respect to all shares held.
Deliver this Form of Election by From: Registered Owner(s)
Mail or Hand: ______________________________________
Penncore Financial ______________________________________
Services Corporation ______________________________________
c/o Commonwealth State Bank (Name(s))
3 Friends Lane ______________________________________
Newtown, PA 18940 ______________________________________
(215) 860-4200 ______________________________________
(Address)
This Form of Election is being delivered in connection with the merger (the
"Merger") of Penncore Financial Services Corporation ("Penncore") with and into
ML Bancorp, Inc. ("Bancorp") pursuant to the Agreement and Plan of Merger, dated
as of the 4th day of February, 1997 (the "Merger Agreement"), by and between
Bancorp and Penncore.
COMPLETE ONLY ONE OF BOX A OR BOX B
BOX A
The undersigned hereby elects (an "Election"), as indicated below, to have
each and every one of the undersigned's shares of Penncore Common Stock, par
value $5 per share ("Penncore Common Stock"), converted into the right to
receive one of the following:
(i) $36.56 in cash (a "Cash Election"); or
(ii) 2.50 shares (subject to adjustment as provided in the Merger
Agreement) of Common Stock, par value $0.01 per share, of Bancorp ("Bancorp
Common Stock") (a "Stock Election"); or
(iii) to indicate no preference (a "Non-Election") with regard to a
Cash or Stock Election.
TYPE OF ELECTION CERTIFICATE INFORMATION
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CHECK ONLY ONE: (Attach Signed List if Necessary)
____ Cash Election as to all Shares of Certificate Shares Represented
Penncore Common Stock Number: By Each Certificate:
($36.56 per share)
____ Stock Election as to all Shares of ___________ __________
Penncore Common Stock (2.50 shares,
subject to adjustment as provided ___________ __________
in the Merger Agreement, of Bancorp
Common Stock per share) ___________ __________
____ No Preference as to all Shares of ___________ __________
Penncore Common Stock
___________ __________
Total Shares: _____________
____ Check here if this is a revocation of an earlier Election or a change of
Election.
BOX B
To be completed ONLY by Representatives of Multiple Beneficial Holders
Submitting Multiple Forms of Election. (See Instruction A(4))
The undersigned, as a nominee, as a trustee or in another representative
capacity (the "Representative"), hereby elects (an "Election"), as indicated
below, to have each of the shares of Penncore Common Stock, par value $5 per
share ("Penncore Common Stock"), held by the undersigned for a particular
beneficial owner as set forth below, converted into the right to receive one of
the following:
(i) $36.56 in cash (a "Cash Election"); or
(ii) 2.50 shares (subject to adjustment as provided in the Merger
Agreement) of Common Stock, par value $0.01 per share, of Bancorp ("Bancorp
Common Stock") (a "Stock Election"); or
(iii) to indicate no preference (a "Non-Election") with regard to a
Cash or Stock Election.
The undersigned hereby certifies that this Form of Election covers all the
shares held by the undersigned on behalf of a particular beneficial owner.
TYPE OF ELECTION CERTIFICATE INFORMATION
- ---------------- -----------------------
CHECK ONLY ONE: (Attach Signed List if Necessary)
____ Cash Election as to all Shares of Certificate Shares Represented
Penncore Common Stock Number: By Each Certificate:
Held for a Particular Beneficial Owner
($36.56 per share)
____ Stock Election as to all Shares of ___________ __________
Penncore Common Stock (2.50 shares,
subject to adjustment as provided ___________ __________
in the Merger Agreement, of Bancorp
Common Stock per share) ___________ __________
____ No Preference as to all Shares of ___________ __________
Penncore Common Stock
Held for a Particular Beneficial Owner ___________ __________
Total Shares: _____________
____ Check here if this is a revocation of an earlier Election or a change of
Election.
It is understood that the Election is subject to the terms, conditions and
limitations set forth in the Merger Agreement and the Proxy
Statement/Prospectus, dated ________________, 1997 (the "Proxy Statement"),
relating to the Merger, sent to the holders of Penncore Common Stock in
connection with the Annual Meeting of Shareholders of Penncore scheduled for
_____________, 1997, which accompanies this Form of Election. Receipt of the
Proxy Statement/Prospectus is hereby acknowledged.
All Elections submitted are irrevocable after 9:00 a.m., local time, on ,
1997 (the "Election Deadline"). If the Merger Agreement is approved by the
required vote of the shares of Penncore Common Stock at the Annual Meeting of
Penncore shareholders, then, after the Annual Meeting, the stock transfer books
of Penncore will be closed and there will be no further registration of
transfers of shares of Penncore Common Stock.
A Cash Election does not guarantee that a shareholder will receive only
cash in exchange for Penncore shares, and a Stock Election does not guarantee
that a shareholder will receive only Bancorp Common Stock in exchange for
Penncore shares. The exact amount of cash and number of shares of Bancorp Common
Stock to be exchanged will be determined based upon the total number of Cash
Elections, Stock Elections and Non-elections received by Penncore. See the Proxy
Statement/Prospectus which is delivered with the Form of Election under the
caption: "Approval of Agreement and Plan of Merger--Allocation Procedures."
SHAREHOLDER(S) MUST SIGN BELOW. DO NOT SEND IN ANY PENNCORE STOCK
CERTIFICATES. AFTER THE EFFECTIVE TIME OF THE MERGER, A LETTER OF TRANSMITTAL
WILL BE MAILED TO YOU WITH INSTRUCTIONS FOR THE EXCHANGE OF YOUR PENNCORE STOCK
CERTIFICATES.
PLEASE SIGN HERE:
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Signature of Owner Date
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Signature of Owner Date
Tax Identification or
Social Security No(s).:
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Daytime Telephone: Area Code ( )
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(so the Exchange Agent can contact you in case of questions)
INSTRUCTIONS
The Form of Election attached to these Instructions will tell ML Bancorp,
Inc. ("Bancorp") how you would prefer to have Bancorp convert your shares of
Common Stock, par value $5 per share ("Penncore Common Stock"), of Penncore
Financial Services Corporation ("Penncore") in connection with the merger (the
"Merger") of Penncore with and into Bancorp. The Merger is pursuant to the
Agreement and Plan of Merger, dated as of the 4th day of February, 1997, as
amended (the "Merger Agreement"), by and between Penncore and Bancorp.
You are being asked to indicate whether you prefer (an "Election") to have
each of your shares of Penncore Common Stock converted into the right to receive
one of the following:
1. $36.56 in cash (a "Cash Election"); or
2. 2.50 shares (subject to adjustment as provided in the Merger
Agreement) of Common Stock par value $0.01 per share, of
Bancorp ("Bancorp Common Stock") (a "Stock Election"); or
to indicate no preference (a "Non-Election") with regard to a Cash or a Stock
Election.
Unless the special circumstances described below in Instruction A(4)
"Shares Held by Nominees, Trustees or other Representatives" apply, a holder of
Penncore Common Stock must complete BOX A on the Form of Election to make an
effective Election.
You should understand that your Election is subject to certain terms,
conditions and limitations that have been set out in the following documents:
the Merger Agreement and the Proxy Statement/Prospectus, dated ___________, 1997
(the "Proxy Statement"), which is enclosed herewith. The Merger Agreement is
included as Annex A to the Proxy Statement. The filing of this Form of Election
is acknowledgement of the receipt of the Proxy Statement.
A. Special Conditions
1. Deadline for Making an Election. In order for an election to be
effective, the Exchange Agent must receive a completed Form of Election (or
facsimile thereof) not later than 9:00 a.m., local time, on , 1997 (the
"Election Deadline"). If the Exchange Agent has not received your properly
completed Form of Election by the Election Deadline, you will be considered to
have made a Non-Election. See the Proxy Statement under "Approval of Agreement
and Plan of Merger--Shareholder Election Procedures" and Instruction E below.
2. Change or Revocation of Election; Closing of Stock Transfer Books. If
you have made an Election, you may change it by forwarding a revised Form of
Election which reaches Penncore before the Election Deadline. You may revoke a
Form of Election by sending Penncore a written notice, received prior to the
Election Deadline.
After the Election Deadline, you may not change your Election unless the
Merger Agreement is terminated, in which case your Election will have no effect.
If the Merger Agreement is approved by the required vote of the shares of
Penncore Common Stock at the Annual Meeting of Penncore shareholders, then,
after the Annual Meeting, the stock transfer books of Penncore will be closed
and there will be no further registration of transfers of shares of Penncore
Common Stock.
3. Elections Subject to Allocation. All Elections are subject to the
allocation procedures set forth in the Merger Agreement and described in the
Proxy Statement under the caption "Approval of Agreement and Plan of
Merger--Shareholder Election Procedures" and "--Allocation Procedures." The
Election made by you may not be honored in certain circumstances.
4. Shares Held by Nominees, Trustees or other Representatives. Holders of
record of shares of Penncore Common Stock who hold such shares as nominees,
trustees or in other representative capacities (a "Representative") may submit
multiple Forms of Election provided that such Representative certifies that each
such Form of Election covers all the shares of Penncore Common Stock held by
such Representative for a particular beneficial owner. Any Representative who
desires to submit multiple Forms of Election should complete a separate Form of
Election for each beneficial holder and complete BOX B on the Form of Election.
Any Representative may be required to provide Penncore with such documents
and/or additional certifications, if requested, in order to satisfy Penncore
that such record holder holds such shares of Penncore Common Stock for the
beneficial owner of such shares. All other holders should complete BOX A on the
Form of Election. If any shares held by a Representative submitting multiple
Forms of Election are not covered by a Form of Election, they will be deemed to
be subject to an Election of no preference with regard to a Cash or Stock
Election.
B. Cash Elections
If you prefer to receive cash for all of your shares, you should check the
"Cash Election" box.
C. Stock Elections
If you prefer to receive stock for all of your shares, you should check the
"Stock Election" box.
In lieu of the issuance of fractional shares of Bancorp Common Stock, cash
adjustments will be paid equal to an amount determined by multiplying such
fraction of a share of Bancorp Common Stock by the per share closing price on
the NASDAQ Stock Market of Bancorp Common Stock (symbol: MLBC) on the Effective
Time of the Merger.
D. No Preference Indication
If you have no preference for either cash or Bancorp Common Stock, you
should check the "No Preference" box.
E. Shares Not Covered by Elections; Defective Elections
If you have failed to make a Cash Election or Stock Election for all of
your shares, or if your election is deemed ineffective, you will be considered
to have made a Non-Election as to all of your shares and you will be deemed to
have no preference for receiving either cash or Bancorp Common Stock for those
shares upon consummation of the Merger.
Penncore will review all Forms of Election prior to their submission to
Bancorp's Exchange Agent. However, Bancorp will have the discretion, which it
may delegate in whole or in part to its Exchange Agent, to determine whether
Forms of Election have been properly completed, signed and submitted or revoked
and to disregard immaterial defects in Forms of Election. The decision of
Bancorp (or the Exchange Agent) in such matters shall be conclusive and binding.
Neither Penncore, Bancorp nor the Exchange Agent will be under any obligation to
notify any person of any defect in a Form of Election submitted to the Exchange
Agent.
F. General
1. Execution and Delivery
In order to make a proper Election you must correctly fill out this Form of
Election or a facsimile of it. After dating and signing it, you are responsible
for its delivery to Penncore before the Election Deadline. You may choose any
method to deliver the Form of Election; however, you assume all risks of
non-delivery. We recommend that you use registered mail. properly insured, if
you choose to mail them. If you ask the post office to send you a receipt of
delivery, they will do so at nominal cost.
2. Signatures
You must sign the Form of Election exactly the way your name appears on the
face of the certificates. If the shares are owned by two or more persons, each
must sign exactly as his or her name appears on the face of the certificates. If
shares of Penncore Common Stock have been assigned by the registered owner, the
Form of Election should be signed in exactly the same way as the name of the
last transferee appears on the certificates or transfer documents.
If this Form of Election is signed by a trustee, executor, administrator,
guardian, officer of a corporation, attorney-in-fact, or by any others acting in
a representative or fiduciary capacity, the person signing, unless he or she is
the registered owner, must give such person's full title in such capacity, and
appropriate evidence of authority to act in such capacity must be forwarded to
Penncore with the Form of Election.
3. Non-Consummation of the Merger
If the Merger Agreement is terminated, your election on the Form of
Election will have no effect.
4. Questions and Requests for Information or Assistance
If you have any questions or need assistance to complete this Form of
Election, please contact Owen O. Freeman. Jr., Chairman of Penncore (Telephone
Number (215) 860-4200). You may obtain additional copies of this Form of
Election from Penncore at the address set forth on the Form of Election.
G. Distribution of Bancorp Common Stock and Cash
As soon as practicable after the Merger becomes effective, the Exchange
Agent will make the allocations of cash and of Bancorp Common Stock to be
received (the "Merger Consideration") by holders of Penncore Common Stock or
their designees. Promptly thereafter, you will receive: (i) a notice indicating
the form of Merger Consideration that you are to receive as a result of the
allocation procedures; (ii) a letter of transmittal; and (iii) instructions for
use in effecting the surrender of certificates of Penncore Common Stock
("Certificates") in exchange for certificates evidencing shares of Bancorp
Common Stock or cash. Upon surrender of a Certificate for cancellation to the
Exchange Agent, together with such letter of transmittal, duly executed, and
such other customary documents as may be required pursuant to such instructions,
the holder of such Certificate shall receive therefor (A) a certificate or
certificates evidencing the number of whole shares of Bancorp Common Stock
exchanged for the shares of Penncore Common Stock formerly evidenced by such
Certificate, (B) cash, (C) cash in lieu of fractional shares of Bancorp Common
Stock, and (D) any dividends or other distributions to which such holder is
entitled, and the Certificate so surrendered shall forthwith be cancelled.