Exhibit 99.4
Stock Order Form
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 1.0% of the 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 Citizens Savings Bank's passbook rate
which is currently 3.00%.
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 Citizens Financial Services, FSB 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.
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.
COHOES BANCORP, INC.
Conversion Center
244 N. Mohawak Street
Cohoes, NY 12047
(518) 235-4000
Stock Order Form
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Deadline: The Subscription Offering ends at 12:00 Noon, EST, on December xx,
1998 (the "Deadline"). Your original Stock Order Form and Certification Form,
properly executed and with the correct payment, must be received (not
postmarked) at the address on the top of this form by the 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 $10.00 = [$ ]
Minimum - 25 Shares Maximum - See Instructions or Prospectus
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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 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 withdrawal.
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(5) Purchase Information (check one)
a. [ ] Eligible Account Holder Check here if you were a depositor with $100,000
or more on deposit with Cohoes Savings Bank as of March 31, 1997. Enter
information below for all deposit accounts that you had at Cohoes Savings on
March 31, 1997.
b. [ ] Supplemental Eligible Account Holder - Check here if you were a depositor
with $100,000 or more on deposit with Cohoes Savings as of September 30, 1998
but are not an Eligible Account Holder. Enter information below for all
deposit accounts that you had at First Federal on September 30, 1998.
[ ]
[ ]
[ ]
[ ]
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(6) [ ] 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).
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(7) [ ] NASD Affiliation - see description on reverse side hereof.
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o These account numbers correspond to the preprinted registration in the
top left hand corner of this form.
o These may not be all of your qualifying accounts.
o You must list any account numbers from other stock order forms you have
received in the mail and any other accounts that you have or have had at
Cohoes Savings Bank.
Account Title (Names on Accounts) Account Number
_____________________________________|___________________________
_____________________________________|___________________________
_____________________________________|___________________________
Please Note: Failure to list all of your accounts may result in the loss of part
or all of your subscription rights, (additional space on back of form).
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(8) 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.
- -----------------------------------------------------------|-----------------------------------------------------------------
Mailing | Daytime
Address | Telephone
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Zip | Evening
City State Code County | Telephone
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Acknowledgment By signing below, I acknowledge receipt of the Prospectus dated
November xx, 1998 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 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.
Signature: THIS FORM MUST BE SIGNED AND DATED TWICE: Here and on the
Certification Form. This order is not valid if the Stock Order Form and
Certification Form are not both signed. Your order will be filled in accordance
with the provisions of the prospectus. An additional signature is required only
if payment is by withdrawal from an account that requires more than one
signature to withdraw funds.
Signature Date OFFICE USE Date Rec'd __/___/___ Check #________
___________________________ Amount $__________ Catgory________
Signature Date Batch # ________ Order #_________ Deposit $______
___________________________
COHOES BANCORP, INC.
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Item (5) continued: Purchaser Information
Account Title (Names on Accounts) Account Number
______________________________________|________________________
______________________________________|________________________
______________________________________|________________________
______________________________________|________________________
______________________________________|________________________
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Item (7) continued - NASD Affiliation (This section only applies to those
individuals who meet the delincated criteria).
Check box 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 Wihholding 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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CERTIFICATION FORM
(This Certification Must Be Signed In Addition to the Stock Order Form)
I ACKNOWLEDGE THAT THE SHARES OF COMMON STOCK, PAR VALUE $.01 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 shares of Common Stock 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 Stock of Cohoes Bancorp,
Inc., I received a copy of the Prospectus dated November xx, 1998 which
discloses the nature of the 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 12 of the Prospectus:
1. Decreased Return on Average Equity and Increased Expenses Immediately After
Conversion
2. Dilutive Effect of Issuance of Additional Shares
3. Interest Rate Exposure
4. Risks Related to Multi-Family and Commercial Real Estate Loans; Geographic
Concentration of Loans
5. Competition
6. Defensive Takeover Provisions
7. Post-Conversion Compensation and Other Expense
8. Absence of Active Market for the Common Stock
9. Year 2000 Compliance
10. Risks Associated with the Establishment of the Charitable Foundation
_____________________________ ________________________________
Signature Date Signature Date
(Note: If shares are to be held jointly, both parties must sign)
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 GOVERNMENT AGENCY.