Exhibit 99.2
Proxy Card
Please Detatch, Sign, & Return ALL Proxies in the enclosed white envelope
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Willow Grove Bancorp, Inc.
Stock Sales Center
Welsh and Norristown Roads
Maple Glen, Pennsylvania 19002
(125) XXX - XXXX
Stock Order Form
Deadline: The Subscription Offering ends at 12:00 noon, Eastern Time, on XXXX,
1998. 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, or at any Willow Grove Bank branch office, by the
deadline, or it will be considered void. Faxes or copies of this form will not
be accepted.
(1) Number of Shares Price Per Share (2) Total Amount Due
x $10.00 = $
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The minimum number of shares that may be subscribed for is XX. The maximum
individual subscription is XXXX shares. No person, together with associates of
and persons acting in concert with such person may purchase more than XXXX
shares of the Common Stock sold in the Reorganization. There are additional
purchase limitations for associates and groups acting in concert, as defined in
the Prospectus.
Method of Payment
(3) [ ] Enclosed is a check, bank draft or money order payable to XXXX XXXXXXX,
Inc., for $______________.
(4) [ ] I authorize Lincoln Federal Savings Bank to make withdrawals from my
Lincoln Federal Savings Bank 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 ---------------------------
There is NO penalty for early withdrawal.
(5) [ ] Check here if you are a director, officer or employee of Willow Grove
Bank or a member of such person's immediate family (same household).
(6) [ ] Associate - Acting in Concert
Check here, and complete the reverse side of this form, if you or any
associates or persons acting in concert with you have submitted other
orders for shares in the Subscription Offering.
(7) Purchaser Information (check one)
a. [ ] Eligible Account Holder - Check here if you were a depositor with $50.00
or more on deposit with Willow Grove Bank as of XXX. Enter information
below for all deposit accounts that you had at Lincoln Federal Savings
Bank on XXXX.
b. [ ] Supplemental Eligible Account Holder - Check here if you were a depositor
with $50.00 or more on deposit with Willow Grove Bank as of XXXXX but are
not an Eligible Account Holder. Enter information below for all deposit
accounts that you had at Willow Grove Bank on XXXXX.
c. [ ] Voting Member - Check here if you were a depositor of Willow Grove Bank
as of XXXX, but are not an Eligible Account Holder or a Supplemental
Eligible Account Holder or were a borrower of Willow Grove Bank as of
XXXX whose loan was in existence on XXXXX, but are not an Eligible
Account Holder or a Supplemental Eligible Account Holder. Enter
information below for all deposit accounts and/or loan accounts that you
had at Willow Grove Bank on XXXX.
Account Title (Names on Accounts) Account Number
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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)
(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
[ ] Joint Tenants
[ ] Tenants in Common
[ ] Uniform Transfer to Minors
[ ] Uniform Gift to Minors
[ ] Corporation
[ ] Partnership
[ ] Individual Retirement Account
[ ] Fiduciary/Trust (Under Agreement Dated _________________)
Name
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Name
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Mailing
Address
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Zip
City State Code County
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Social Security or Tax I.D.
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Social Security or Tax I.D.
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Daytime
Telephone
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Evening
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 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 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.
Acknowledgment By signing below, I acknowledge receipt of the Prospectus dated
XXXX XX, 1998 and understand I may not change or revoke my order once it is
received by XXXXXXXXXXXX, 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. XXXXXXXX, 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.
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.
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 PROSPEWCTUS. 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
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Signature Date
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TURN PAGE OVER
FOR OFFICE
USE
Batch # ______
Date Rec'd _____/____/_____
Amount $ _______________
- ________________Order #
Check # ___________
Category ___________
Deposit $ ___________
Proxy Card
Please Detatch, Sign, & Return ALL Proxies in the enclosed white envelope
Willow Grove Bancorp, Inc.
Item (6) continued; Associate - Acting in Concert
Associates listed on Number of
other stock orders shares ordered
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Item (7) 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 On Reverse Hereof)
I ACKNOWLEDGE THAT THE COMMON SHARES, NO PAR VALUE PER SHARE, OF WILLOW GROVE
BANCORP, INC., ARE NOT A DEPOSIT OR AN ACCOUNT AND ARE NOT FEDERALLY INSURED OR
GUARANTEED BY COLUMBIA FEDERAL 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 Office of Thrift
Supervision Northeast Regional Director, Robert C. Albanese, at (201) 413-1000.
I further certify that, before purchasing the common shares of Willow Grove
Bancorp, Inc., I received a copy of the Prospectus dated November 12, 1998,
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 17 of the Prospectus:
1. Control of the Company by the MHC
2. Waiver of the Dividends by the MHC
3. Potential Low Return on Equity Following the Reorganization;
Uncertainty as to Future Growth Opportunities
4. Potential Increased Compensation Expense After the Reorganization
5. Risks Related to Construction and Land Development Loans, Multi-
Family Residential Real Estate Loans and Commercial Real Estate
Loans
6. Dilutive Effect of Issuance of Additional Shares
7. The Establishment of the Foundation: Dilution of Stockholders'
Interests, Impact on Earnings, Tax Considerations, Comparison on
Valuation and Other Factors Assuming the Foundation is Not
Established as Part of the Reorganization, Potential Challenges
and Approval of Members
8. Potential Effects of Changes in Interest Rates and the Current
Interest Rate Environment
9. Strong Competition Within the Bank's Market Area
10. Geographic Concentration of Loans
11. Regulatory Oversight and Legislation
12. Absence of Market for the Common Stock
13. Possible Increase in Number of Shares of Common Stock Issued in
the Reorganization
14. Possible Adverse Income Tax Consequences of the Distribution of
Subscription Rights
15. Year 2000 Compliance
16. Certain Additional Anti-takeover Considerations
17. Irrevocability of Orders; Potential Delay in Completion of
Offerings
Signature Date Signature Date
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(Note: If shares are to be held jointly, both parties must sign)
EXECUTION OF THIS CERTIFICATION FORM WILL NOT CONSTITUTE A WAIVER OF ANY RIGHTS
THAT A PURCHASER MAY HAVE UNDER THE SECURITIES ACT OF 1933.
COMMON SHARES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSITE INSURANCE CORPORATION, THE SAVINGS
ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.
Willow Grove 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
purchase is 25 shares. The maximum purchase for any person is 15,000 shares.
There are additional purchase limitations for associates and groups acting in
concert as defined in the Prospectus. Willow Grove Bancorp, Inc. reserves the
right to reject the subscription of any order received in the Direct Community
Offering 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 payable to Willow grove Bancorp,
Inc. DO NOT MAIL CASH. Your funds will earn interest at Willow Grove Bank' ("The
Bank") current passbook rate.
Item 4 - To pay by withdrawal from a savings account or certificate at the Bank,
insert the account number(s) and the amount(s) you wish to withdraw from each
account. If more than one signature is required for a withdrawal, all
signatories must sign in the signature box on the front of this form. To
withdraw from an account with checking privileges, please write a check. The
Bank will waive any applicable penalties for early withdrawal from certificate
accounts. A hold will be placed on the account(s) for the amount(s) you indicate
to be withdrawn. Payments will remain in account(s) until the stock offering
closes. 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 the passbook rate.
Item 5 - Please check this box to indicate whether you are a director, officer
or employee of The Bank, or a member of such person's immediate family.
Item 6 - Please check this box if you or any associate (as defined on the
reverse side of the Stock Order Form) or person acting in concert with you has
submitted another order for shares, and complete the reverse side of the Stock
Order Form.
Item 7 - Please check the appropriate box if you were:
a) A depositor with $50.00 or more on deposit at The Bank as of XXXX
xx, 1997. Enter information below for all deposit accounts that
you had at The Bank on XXXX xx.
b) A depositor with $50.00 or more on deposit at The Bank as of
September 30, 1998, but is not an Eligible Account Holder. Enter
Information below for all deposit accounts that you had at the
Bank on September 30, 1998.
c) A depositor or borrower at The Bank as of November xx, 1998, but
are not an Eligible Account Holder or Supplemental Eligible
Account Holder.
Item 8 - The stock transfer industry has developed a uniform system of
shareholder registrations that we will use in the issuance of Willow Grove
Bancorp, Inc. common stock. 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 can
not execute you 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 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, stock may be held in a similar type of
ownership under the Uniform Transfer to Minors Act of the individual state. For
either ownership, the minor is the actual owner of the stock with the adult
custodian being responsible for the investment until the child reaches legal
age. 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 - Corporation/Partnerships may purchase stock. 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 Stock Information Center to verify depositor rights and
purchase limitations.
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.
The Bank does not offer a self-directed IRA. Please contact the Stock
Information 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.