Cohoes Bancorp, Inc.
Stock Ownership Guide and Stock Order Form Instructions
Stock Order Form Instructions
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Item 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 number
of shares that may be subscribed for is 25. Generally, each Eligible Account
Holder, Supplemental Eligible Account Holder and Other Member may purchase in
the Subscription Offering not more than 25,000 Common Shares. In connection with
the exercise of subscription rights arising from a single deposit account in
which two or more persons have an interest, however, the aggregate maximum
number of Common Shares which the persons having an interest in such account may
purchase in the Subscription Offering in relation to such account is 25,000
Common Shares. Except for Cohoes Bancorp, Inc.'s Employee Stock Ownership Plan,
which may purchase up to 8% of the total Common Shares sold in the Offering, no
person, together with his or her Associates and other persons Acting in Concert
with him or her, may purchase more than 80,500 Common Shares in the Offering.
Cohoes Bancorp, Inc. reserves the right to reject any order received in the
Community Offering, if any, in whole or in part.
For a more detailed explanation of the stock purchase limitations, please see
"The Offerings - Limitations on Common Stock Purchases" in the prospectus which
is incorporated herein by reference.
Item 3 - Payment for shares may be made by check, bank draft or money order
payable to Cohoes Bancorp, Inc. No wire transfers will be accepted. DO NOT MAIL
CASH. Your funds will earn interest at Cohoes Savings Bank's passbook rate which
is currently x.xx%.
Item 4 - To pay by withdrawal from a savings account or certificate of deposit
at Cohoes Savings Bank, insert the account number(s) and the amount(s) you wish
to withdraw from each account. If the signature of more than one person 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
stock. Payments will remain in account(s) until the Offering closes but a hold
will be placed on the account(s) for the amount(s) you show. If a partial
withdrawal reduces the balance of a certificate account to less than the
applicable minimum, the remaining balance will be refunded.
Item 5 - Please check this box to indicate whether you are a director, officer
or employee of Cohoes Savings Bank or a member of such person's immediate
household.
Item 6 - Please check the appropriate box if you were:
a) A depositor with $100.00 or more on deposit at Cohoes Savings Bank
as of March 31, 1997. Enter information for all deposit accounts
that you had at Cohoes Savings Bank on March 31, 1997.
b) A depositor with $100.00 or more on deposit at Cohoes Savings Bank
as of September 30, 1998, but are not an Eligible Account Holder.
Enter information for all deposit accounts that you had at Cohoes
Savings Bank on September 30, 1998.
c) A member of Cohoes Savings Bank as of October 31, 1998, but are
not an Eligible Account Holder or a Supplemental Eligible Account
Holder. Enter information for all deposit and/or loan accounts
that you had at Cohoes Savings Bank on October 31, 1998.
Item 7 - The stock transfer industry has developed a uniform system of
shareholder registrations that we will use in the issuance of Cohoes Bancorp,
Inc. common shares. 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 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.
Stock Ownership Guide
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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 Gift/Uniform Transfer to Minors - For residents of many states stock may
by held in the name of a custodian for the benefit of a minor under the Uniform
Gift to Minors Act. For residents in other states, including Indiana, stock may
be held in a similar type of ownership under the Uniform Transfer to Minors Act
of the individual state. SHARES MAY BE PURCHASED IN THE SUBSCRIPTION OFFERING
UNDER EITHER ACT ONLY IF THE MINOR HAS SUBSCRIPTION RIGHTS. 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. Use the minor's social security number.
Corporation/Partnership - Corporations and partnerships may purchase stock.
Please provide the corporation/partnership's legal name and Tax I.D. To have
subscription rights, the corporation/partnership must have an account in the
legal name.
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.
Cohoes Savings Bank does not offer a self-directed IRA. Please contact the Stock
Sales Center if you have any questions about your IRA account.
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.
PROXY CARD
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COHOES BANCORP, INC.
Stock Sales Center
xxxxxxxxxxxxxxxx
Cohoes, New York
(xxx) xxx-xxxx
STOCK ORDER FORM
Please refer to the enclosed Stock Ownership Guide
and Stock Order Form Instructions.
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DEADLINE: The Subscription Offering ends at 12:00 Noon, Eastern Time, on
December xx, 1998. Your original Stock Order and Certification Form, properly
completed and executed and with the correct payment, must be received (not
postmarked) at the address on the top of this form or any Citizens Financial
branch by this 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 Price Per Share (2)Total Amount Due
x $10.00= $
____________________ __________________
The minimum number of shares that may be subscribed for is 25. Generally, each
Eligible Account Holder, Supplemental Eligible Account Holder and Other Member
may purchase in the Subscription Offering not more than 25,000 Common Shares. In
connection with the exercise of subscription rights arising from a single
deposit account in which two or more persons have an interest, however, the
aggregate maximum number of Common Shares which the persons having an interest
in such account may purchase in the Subscription Offering in relation to such
account is 25,000 Common Shares. Except for the Cohoes Bancorp, Inc. Employee
Stock Ownership Plan, which may purchase up to 8% of the total Common Shares
sold in the Offering, no person, together with his or her Associates and other
persons acting in concert with him or her, may purchase more than 80,500 (1%)
Common Shares in the Offering.
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METHOD OF PAYMENT
(3)[ ] Enclosed is a check, bank draft or money order payable to Cohoes Bancorp,
Inc. for $______________.
(4)[ ] I authorize Cohoes Savings Bank to make withdrawals from my Cohoes
Savings certificate or savings account(s) shown below, and understand
that the amounts will not otherwise be available for withdrawal:
ACCOUNT NUMBER(s) AMOUNT(s)
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
TOTAL WITHDRAWAL ______________________
There is NO penalty for early withdrawals used for this payment.
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(5)[ ] Check here if you are a DIRECTOR, OFFICER or EMPLOYEE of Cohoes Savings
Bank or a member of such person's immediate family (same household).
(6) PURCHASER INFORMATION (CHECK ONE)
a.[ ] Eligible Account Holder Check here if you were a depositor with $100.00
or more on deposit at Cohoes Savings Bank as of March 31, 1997. Enter
information below for all deposit accounts that you had at Cohoes Savings
Bank on March 31, 1997.
b.[ ] Supplemental Eligible Account Holder - Check here if you were a depositor
with $100.00 or more on deposit at Cohoes Savings Bank as of September
30, 1998 but are not an Eligible Account Holder. Enter information
below for all deposit accounts that you had at Cohoes Savings Bank on
September 30, 1998.
c.[ ] Other Member - Check here if you were a member of Cohoes Savings Bank as
of October 31, 1998 but are not an Eligible Account Holder or a
supplemental Eligible Account Holder. Enter information below for all
accounts that you had at Cohoes Savings Bank on October 31, 1998.
ACCOUNT TITLE (NAMES ON ACCOUNTS) ACCOUNT NUMBER
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
(additional space on back of form) PLEASE NOTE: FAILURE TO LIST ALL OF
YOUR ACCOUNTS MAY RESULT IN THE LOSS OF PART OR ALL OF YOUR SUBSCRIPTION
RIGHTS.
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(7) STOCK REGISTRATION - Please PRINT Legibly and Fill Out Completely
(Note: The stock certificate and all correspondence related to this stock
order will be mailed to the address provided below)
[ ]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 Social Security or Tax I.D.
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Mailing Daytime
Address Telephone
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Zip Evening
City State Code County Telephone
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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 who contributes to your support, directly or
indirectly, or the holder of an account in which as 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 stock 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
November xx, 1998 at least 48 hours prior to delivery of this Stock Order Form
and understand I may not change or revoke my order once it is received by Cohoes
Bancorp, 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. Applicable 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. Cohoes Bancorp, 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 involving 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) 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.
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.
Signature THIS FORM MUST BE SIGNED AND DATED TWICE: Here and on the attached
Certification Form. THIS ORDER IS NOT VALID UNLESS THE STOCK ORDER FORM AND
CERTIFICATION FORM ARE BOTH SIGNED. YOUR ORDER IS SUBJECT TO THE PROVISIONS OF
THE PLAN OF CONVERSION AND AS DESCRIBED IN THE PROSPECTUS. When purchasing as a
custodian, corporate officer, etc., include your full title. 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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TURN PAGE OVER
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FOR OFFICE Date Rec'd ___/___/___ Check # ______________
USE Amount $ _____________ Category ______________
Batch # Order # - Deposit $ ______________
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PROXY CARD
Please Detach, sign, Date & Return ALL Proxies in the enclosed BLUE envelope
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COHOES BANCORP, INC.
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ITEM (6) 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)
I ACKNOWLEDGE THAT THE COMMON SHARES, $0.01 VALUE PER SHARE, OF COHOES BANCORP,
INC. ARE NOT DEPOSITS OR AN ACCOUNT AND ARE NOT FEDERALLY INSURED OR GUARANTEED
BY COHOES SAVINGS BANK 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 Superintendent of Banks of
the State of New York at (xxx) xxx-xxxx.
I further certify that, before purchasing the common shares of Cohoes Bancorp,
Inc., I received a copy of the Prospectus dated November xx, 1998 which
disclosed 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:
1. Decreased Return on Average Equity and Increased Expenses Immediately After
Conversion
2. Risks Related to the Merger
3. Dilutive Effect of Issuance of Additional Shares
4. Interest Rate Risk Exposure
5. Risks related to Multi-Family and Commercial real Estate Loans: Geographic
Concentration of Loans
6. Competition
7. Takeover Defensive provisions
8. Post Conversion Compensation and Other Expense
9. Absence of Active Market for the Common Stock
10. Year 2000 Compliance
11. Risks Associated with the Establishment of the Charitable Foundation
_________________________________ __________________________________
Signature Date Signature Date
_________________________________ __________________________________
(NOTE: IF SHARES TO BE HELD JOINTLY, BOTH PARTIES MUST SIGN)
PROXY GRAM
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We recently forwarded to you a proxy statement and related materials regarding a
proposal to convert Cohoes Savings Bank from a state-chartered mutual savings
bank to a state-chartered stock savings bank (the "Conversion").
Your vote on our Plan of Conversion has not yet been received. Failure to Vote
has the Same Effect as Voting Against the Conversion.
Your vote is important to us, and we, therefore, are requesting that you sign
the enclosed proxy card and return it promptly in the enclosed postage-paid
envelope.
Voting for the Conversion does not obligate you to purchase stock or affect the
terms or insurance on your accounts.
The Board of Directors unanimously recommends that you vote "FOR" the
Conversion.
Cohoes Savings Bank
Cohoes, New York
Harry L. Robinson
Chairman and Chief Executive Officer
If you mailed the proxy, please accept our thanks and disregard this request.
For further information call (xxx) xxx-xxxx.