Exhibit 99.3
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Willow Grove Bancorp, Inc.
Proposed Holding Company for Willow Grove Bank
Stock Information Center
Address
(xxx) XXX-XXXX
Stock Order Form
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Deadline: The Subscription Offering ends at 12:00 Noon, Eastern Time, on DATE.
Your original Stock Order 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 branch by this deadline, or it will be considered void.
Faxes and copies 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. In each of the
Subscription Offering, the Direct Community Offering or any Syndicated Community
Offering, the maximum purchase for any person is 50,000 shares; provided,
however that such shares when added to any Exchange Shares to which such person
may be entitled as a shareholder of the Savings Bank may not exceed xxx,xxx
shares. There are additional purchase limitations for associates and groups
acting in concert as defined in the Prospectus.
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Method of Payment
(3) |_| Enclosed is a check, bank draft or money order payable to Willow
Grove Bancorp, Inc. for $_________________ (or cash if presented in
person).
(4) |_| I authorize Willow Grove Bank to make withdrawals from my Willow
Grove 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
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(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
residence).
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(6) 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 June 30,
2000. Enter information below for all deposit accounts that you had
at Willow Grove Bank on June 30, 2000.
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 December 31, 2001, but are not an Eligible Account Holder. Enter
information below for all deposit accounts that you had at Willow
Grove Bank on December 31, 2001.
c |_| Other Eligible Members - Check here if you were a depositor with
Willow Grove Bank as of DATE, but are not an Eligible or
Supplemental account holder.
d |_| Directors, officers and employees - Check here if you are a
Director, officer or employee but not an eligible account holder.
e |_| Current Stockholder - Check here if you are a current stockholder of
Willow Grove Bancorp and list the number of shares you own.
|________Shares|
f |_| General Community
Account Title (Names on Accounts) Account Number(s)
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(7) Stock Registration/Form of Ownership
|_| Individual |_| Uniform Transfer to Minors |_| Partnership
|_| Joint Tenants |_| Uniform Gift to Minors |_| Individual Retirement Account
|_| Tenants in Common |_| Corporation |_| Fiduciary/Trust (Under Agreement Dated ____________________)
(8) Name(s) in which stock is to be registered (Please Print Legibly and Fill
Out Completely)
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Name 1 Social Security or Tax I.D.
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Name 2 Social Security or Tax I.D.
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Street 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 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.
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Acknowledgment
By signing below, I acknowledge receipt of the Prospectus dated DATE and
understand I may not change or revoke my order once it is received by Willow
Grove 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. 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. Willow Grove Bank 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 SHARES OF COMMON STOCK 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 Certification Form on
the reverse side. 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.
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Signature Date
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Signature Date
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FOR OFFICE Date Rec'd ____/____/____ Order # ____________
USE Check # _________________ Category ___________
Batch # ____ Amount $ ________________ Deposit $ __________
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Willow Grove Bancorp, Inc.
Proposed Holding Company for Willow Grove Bank
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Item (6) continued; Purchaser Information
Account Title (Names on Accounts) Account Number
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Definition of Associate
The term "associate" of a person is defined to mean (i) any corporation or other
organization (other than Willow Grove Bancorp, Inc. (the "Holding Company"),
Willow Grove Mutual Holding Company (the "MHC"), Willow Grove Bank, (the
"Bank"), or a majority owned subsidiary of any of them) 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; (ii) 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 Bank in which such person has a substantial
beneficial interest or serves as a trustee or in a similar fiduciary capacity;
and (iii) 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, MHC, or the Bank or any of their subsidiaries.
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CERTIFICATION FORM
(This Certification Must Be Signed In Addition to the Stock Order Form On
Reverse Side)
I ACKNOWLEDGE THAT THE SHARES OF COMMON STOCK, $0.01 PAR VALUE, OF WILLOW GROVE
BANCORP, INC. ARE NOT A DEPOSIT OR AN ACCOUNT AND ARE NOT FEDERALLY INSURED, AND
ARE NOT GUARANTEED BY WILLOW GROVE 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 Office of
Thrift Supervision.
I further certify that, before purchasing the shares of common stock of Willow
Grove Bancorp, Inc., I received a copy of the Prospectus dated DATE which
discloses the nature of the shares of 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 __ of the Prospectus:
1. There are increased risks involved with our commercial and
multi-family residential real estate loans, construction loans, home
equity loans and commercial business loans.
2. Recent terrorist attacks in the United States have affected the
stock market and general economy.
3. Higher interest rates could hurt our profitability.
4. Our low return on equity may cause our stock price to decline.
5. We may not succeed in our plan to grow.
6. We face strong competition which may adversely impact our
profitability.
7. Our stock value may suffer from anti-takeover provisions that may
impede potential takeovers.
8. We intend to remain independent which may mean you will not receive
a premium for your common stock.
9. Our employee stock benefit plans will increase our costs.
10. Our employee stock benefit plans may be dilutive.
11. An increase in the offering range would be dilutive.
12. Our valuation is not indicative of the future price of our common
stock.
13. Due to possible continued market volatility our stock price may
decline after the offering.
14. If we are unable to make technological advances, our ability to
successfully compete may be reduced.
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Signature Date Signature Date
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(Note: If stock is to be held jointly, both parties must sign)
Willow Grove Bancorp, Inc.
Stock Ownership Guide and Stock Order Form Instructions
Stock Order Form Instructions
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 ordered by the subscription price of $10.00 per share. The minimum
purchase is 25 shares. The maximum purchase for any person is 0,000 shares. In
addition, no person, either alone or together with associates or persons acting
in concert, may purchase shares in an amount that when combined with shares
received in exchange for Bank common stock, exceeds 2% of the shares sold.
Willow Grove Bancorp, Inc. reserves the right to reject the subscription of any
order received in the Direct 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 payable to Willow Grove Bancorp,
Inc. DO NOT MAIL CASH. Your funds will earn interest at Willow Grove Bank's
current passbook rate.
Item 4 - To pay by withdrawal from a savings account or certificate at Willow
Grove Bank, 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. Willow Grove 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 show. 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 Willow Grove 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 Willow Grove
Bank as of June 30, 2000. Enter information below for all
deposit accounts that you had at Willow Grove Bank on June 30,
2000.
b) A depositor with $50.00 or more on deposit at Willow Grove
Bank as of December 31, 2001, but are not an Eligible Account
Holder. Enter information below for all deposit accounts that
you had at Willow Grove Bank on December 31, 2001.
c) A depositor at Willow Grove Bank as of DATE, but are not an
Eligible Account Holder or Supplemental Eligible Account.
d) A Director, Officer or Employee of Willow Grove Bank.
e) Current Stockholder of Willow Grove Bancorp.
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
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 ("XXX") holders
may make stock purchases from their deposits through a prearranged
"trustee-to-trustee" transfer. Stock may only be held in a self-directed XXX.
Willow Grove Bank does not offer a self-directed XXX. Please contact the Stock
Information Center if you have any questions about your XXX 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.
