Attached files

file filename
S-1/A - AMENDMENT NO. 1 TO FORM S-1 - PB Bancorp, Inc.t1502162_s1a.htm
EX-1.2 - EXHIBIT 1.2 - PB Bancorp, Inc.t1502162_ex1-2.htm
EX-8.2 - EXHIBIT 8.2 - PB Bancorp, Inc.t1502162_ex8-2.htm
EX-8.1 - EXHIBIT 8.1 - PB Bancorp, Inc.t1502162_ex8-1.htm
EX-23.2 - EXHIBIT 23.2 - PB Bancorp, Inc.t1502162_ex23-2.htm
EX-23.4 - EXHIBIT 23.4 - PB Bancorp, Inc.t1502162_ex23-4.htm
EX-23.3 - EXHIBIT 23.3 - PB Bancorp, Inc.t1502162_ex23-3.htm
EX-99.4 - EXHIBIT 99.4 - PB Bancorp, Inc.t1502162_ex99-4.htm

 

Exhibit 99.5

 

 

 

 

 

STOCK ORDER FORM – SIDE 2

 

(8) ASSOCIATES/ACTING IN CONCERT (continued from front of Stock Order Form)

 

Associate – The term associate of a person means:

(1)any corporation or organization (other than Putnam Bank, PB Bancorp, Inc. PSB Holdings, Inc., or Putnam Bancorp, MHC or a majority-owned subsidiary of any of those entities) of which the person is a senior officer, partner or, directly or indirectly, 10% beneficial stockholder;
(2)any trust or other estate in which the person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity; provided, however, it does not include any employee stock benefit plan in which the person has a substantial beneficial interest or serves as trustee or in a similar fiduciary capacity; and
(3)any blood or marriage relative of the person, who either has the same home as the person or who is a director or officer of PSB Holdings, Inc. or Putnam Bank.

 

Acting in concert – The term acting in concert means:

(1)knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or
(2)a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

 

A person or company that acts in concert with another person or company (other party) will also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any tax-qualified employee stock benefit plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for determining whether common stock held by the trustee and common stock held by the employee stock benefit plan will be aggregated.

 

Our directors are not treated as associates of each other solely because of their membership on the Board of Directors. We have the sole discretion to determine whether prospective purchasers are associates or acting in concert. Persons having the same address and persons exercising subscription rights through qualifying deposits registered at the same address will be deemed to be acting in concert, unless we determine otherwise.

 

Please see the Prospectus section entitled The Conversion and Offering – Additional Limitations on Common Stock Purchases for more information on purchase limitations.

 

(10) ACKNOWLEDGMENT AND SIGNATURE(S) (continued from front of Stock Order Form) 

I agree that, after receipt by PB Bancorp, Inc., this Stock Order Form may not be modified or canceled without PB Bancorp, Inc.s consent, and that if withdrawal from a deposit account has been authorized, the authorized amount will not otherwise be available for withdrawal. Under penalty of perjury, I certify that (1) the Social Security or Tax ID information and all other information provided hereon are true, correct and complete, (2) I am purchasing shares solely for my own account and that there is no agreement or understanding regarding the sale or transfer of such shares, or my right to subscribe for shares, and (3) I am not subject to backup withholding tax [cross out (3) if you have been notified by the IRS that you are subject to backup withholding]. I acknowledge that my order does not conflict with the overall purchase limitation of 62,500 shares in all categories of the offering combined, for any person or entity, together with any associate or group of persons acting in concert, as set forth in the plan of conversion and the Prospectus dated _____________, 2015.

 

Subscription rights pertain to those eligible to subscribe in the Subscription Offering. Subscription rights are only exercisable by completing and submitting a Stock Order Form, with full payment for the shares subscribed for. Federal regulations prohibit any person 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.

 

I ACKNOWLEDGE THAT THE SHARES OF COMMON STOCK ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

 

I further certify that, before purchasing the shares of the common stock of PB Bancorp, Inc., I received the Prospectus dated ____________, 2015, and I have read the terms and conditions described in the Prospectus, including disclosure concerning the nature of the security being offered and the risks involved in the investment, described by PB Bancorp, Inc. in the Risk Factors section, beginning on page __. Risks include, but are not limited to the following:

 

1.A worsening of economic conditions in our market area could reduce demand for our products and services and/or result in increases in our level of non-performing loans, which could adversely affect our operations, financial condition and earnings.
2.Strong competition within our market area may limit our growth and profitability.
3.Because we intend to increase our commercial real estate and commercial loan originations, our lending risk will increase and downturns in the real estate market or local economy could adversely affect our earnings.
4.Our business strategy includes growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively.
5.Future changes in interest rates may reduce our profits.
6.A continuation of the historically low interest rate environment may adversely affect our net interest income and profitability.
7.We could record future losses on our investment securities portfolio.
8.A significant percentage of our assets is invested in securities, which typically have a lower yield than our loan portfolio.
9.Our emphasis on one- to four-family residential mortgage loans exposes us to increased credit risks.
10.Continued declines in our loan portfolio may negatively impact our earnings and results of operations.
11.Our cost of operations is high relative to our revenues.
12.Building market share by expanding of our commercial real estate and commercial business lending capacity could cause our expenses to increase faster than revenues.
13.If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease.
14.Declines in property values can increase the loan-to-value ratios on our residential mortgage loan portfolio, which could expose us to greater risk of loss.
15.Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations.
16.We have become subject to more stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or limit our ability to pay dividends or repurchase shares.
17.Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.
18.Proposed and final regulations could restrict our ability to originate and sell loans.
19.Our success depends on hiring and retaining certain key personnel.
20.We face significant operational risks because the nature of the financial services business involves a high volume of transactions.
21.Cyber-attacks or other security breaches could adversely affect our operations, net income or reputation.
22.Risks associated with system failures, interruptions, or breaches of security could negatively affect our earnings.
23.Legal and regulatory proceedings and related matters could adversely affect us or the financial services industry in general.
24.Managing reputational risk is important to attracting and maintaining customers, investors and employees.
25.Changes in managements estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results.
26.We are subject to environmental liability risk associated with lending activities.
27.The future price of the shares of common stock may be less than the $8.00 purchase price per share in the offering.
28.Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance.
29.Our return on equity will be low following the stock offering. This could negatively affect the trading price of our shares of common stock.
30.Our stock-based benefit plans will increase our expenses and reduce our income.
31.The implementation of stock-based benefit plans may dilute your ownership interest. Historically, stockholders have approved these stock-based benefit plans.
32.We have not determined when we will adopt one or more new stock-based benefit plans. Stock-based benefit plans adopted more than 12 months following the completion of the conversion may exceed regulatory restrictions on the size of stock-based benefit plans adopted within 12 months, which would further increase our costs.
33.Various factors may make takeover attempts more difficult to achieve.
34.You may not revoke your decision to purchase PB Bancorp common stock in the subscription or community offerings after you send us your order.
35.The distribution of subscription rights could have adverse income tax consequences.

 

By executing this form, the investor is not waiving any rights under federal or state securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934.

 

See Front of Stock Order Form Æ

 

 

 

 

 

 

PB BANCORP, INC.

STOCK INFORMATION CENTER: 1-(877) 821-5778

STOCK ORDER FORM INSTRUCTIONS – SIDE 1

 

Sections (1) and (2) – Number of Shares and Total Payment Due. Indicate the number of shares that you wish to subscribe for and the Total Payment Due. Calculate the Total Payment Due by multiplying the number of shares by the $8.00 price per share. The minimum purchase is 25 shares ($200). The maximum allowable purchase by a person or entity is 37,500 shares ($300,000). Further, no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than 62,500 shares ($500,000) in all categories of the offering combined. Current PSB Holdings, Inc. stockholders are subject to these purchase limitations and an overall ownership limitation. Please see the Prospectus section entitled The Conversion and Offering – Additional Limitations on Common Stock Purchases for more specific information. By signing this form, you are certifying that your order does not conflict with these purchase limitations.

 

 

 

Section (3) – Method of Payment – Check or Money Order. Payment may be made by including with this form a personal check, bank check or money order made payable directly to PB Bancorp, Inc. These will be deposited upon receipt. The funds remitted by personal check must be available within the account(s) when your Stock Order Form is received. Indicate the amount remitted. Interest will be calculated at a rate of 0.05% per annum from the date payment is processed until the offering is completed, at which time the purchaser will be issued a check for interest earned. Please do not remit cash, a Putnam Bank line of credit check, wire transfers or third party checks for this purchase.

 

 

 

Section (4) – Method of Payment – Deposit Account Withdrawal. Payment may be made by authorizing a direct withdrawal from your Putnam Bank deposit account(s). Indicate the account number(s) and the amount(s) you wish withdrawn. Attach a separate page, if necessary. Funds designated for withdrawal must be available within the account(s) at the time this Stock Order Form is received. Upon receipt of this order, we will place a hold on the amount(s) designated by you – the funds will be unavailable to you for withdrawal thereafter. The funds will continue to earn interest within the account(s) at the account’s contractual rate. The interest will remain in the accounts when the designated withdrawal is made, at the completion of the offering. There will be no early withdrawal penalty for withdrawal from a Putnam Bank certificate of deposit (CD) account. Note that you may NOT designate accounts with check-writing privileges. Please submit a check instead. If you request direct withdrawal from such accounts, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from your checking account(s). Additionally, you may not designate direct withdrawal from a Putnam Bank IRA or other retirement accounts. For guidance on using retirement funds, whether held at Putnam Bank or elsewhere, please contact the Stock Information Center as soon as possible – preferably at least two weeks before the December 16, 2015 offering deadline. See the Prospectus section entitled “The Conversion and Offering – Procedure for Purchasing Shares in the Subscription and Community Offerings – Using Individual Retirement Account Funds.” Your ability to use retirement account funds to purchase shares cannot be guaranteed and depends on various factors, including timing constraints and the institution where those funds are currently held.

 

 

 

Section (5) – Purchaser Information. Please check the one box that applies to the purchaser(s) listed in Section 9 of this form. Purchase priorities in the Subscription Offering are based on eligibility dates. Boxes (a), (b) and (c) refer to the Subscription Offering. If you checked one of these boxes, list all Putnam Bank deposit account numbers that you had ownership in as of the applicable eligibility date. Include all forms of account ownership (e.g. individual, joint, IRA, etc.). If purchasing shares for a minor, list only the minor’s eligible accounts. If purchasing shares for a corporation or partnership, list only that entity’s eligible accounts. Attach a separate page, if necessary. Boxes (d), (e) and (f) refer to the Community Offering. Orders placed in the Subscription Offering will take priority over orders placed in the Community Offering. See the Prospectus section entitled “The Conversion and Offering” for further details about the Subscription and Community Offerings. Failure to complete this section, or providing incorrect or incomplete information, could result in a loss of part or all of your share allocation in the event of an oversubscription.

 

 

 

Section (6) – Management. Check the box if you are a Putnam Bank, Putnam Bancorp, MHC, PSB Holdings, Inc. or PB Bancorp, Inc. director, officer or employee, or a member of their immediate family. Immediate family includes spouse, parents, siblings and children who live in the same house as the director, officer or employee.

 

 

 

Section (7) – Maximum Purchaser Identification. Check the box, if applicable. Failure to check the box will result in you not receiving notification in the event the maximum purchase limit(s) is/are increased. If you checked the box but have not subscribed for the maximum amount in the subscription offering, you will not receive this notification.

 

 

 

Section (8) – Associates/Acting in Concert. Check the box, if applicable, and provide the requested information. Attach a separate page if necessary.

 

 

 

Section (9) – Stock Registration. Clearly PRINT the name(s) in which you want the shares registered and the mailing address for all correspondence related to your order, including a stock ownership statement. Each Stock Order Form will generate one stock ownership statement, subject to the stock allocation provisions described in the Prospectus. IMPORTANT: Subscription rights are non-transferable. If placing an order in the Subscription Offering, you may not add the names of persons/entities who do not have subscription rights or who qualify only in a lower purchase priority than yours. A Social Security or Tax ID Number must be provided. The first number listed will be identified with the stock for tax reporting purposes. Listing at least one phone number is important in the event we need to contact you about this form. NOTE FOR FINRA MEMBERS (Formerly NASD): If you are a member of the Financial Industry Regulatory Authority (“FINRA”), formerly the National Association of Securities Dealers (NASD), or a person affiliated or associated with a FINRA member, you may have additional reporting requirements. Please report this subscription in writing to the applicable department of the FINRA member firm within one day of payment thereof.

 

(over)

 

 

 

 

 

PB BANCORP, INC.

STOCK INFORMATION CENTER: 1-(877) 821-5778

STOCK ORDER FORM INSTRUCTIONS – SIDE 2

 

Form of Stock Ownership. For reasons of clarity and standardization, the stock transfer industry has developed uniform stockholder registrations for issuance of stock ownership statements. Beneficiaries may not be named on stock registrations. If you have any questions on wills, estates, beneficiaries, etc., please consult your legal advisor. When registering stock, do not use two initials – use the full first name, middle initial and last name. Omit words that do not affect ownership such as “Dr.” or “Mrs” Check the one box that applies.

 

Buying Stock Individually – Used when shares are registered in the name of only one owner. To qualify in the Subscription Offering, the individual named in Section 9 of the Stock Order Form must have had an eligible deposit account at Putnam Bank at the close of business on July 1, 2014, September 30, 2015, or November 3, 2015.

 

Buying Stock Jointly – To qualify in the Subscription Offering, the persons named in Section 9 of the Stock Order Form must have had an eligible deposit account at Putnam Bank at the close of business on July 1, 2014, September 30, 2015, or November 3, 2015.

 

Joint Tenants – Joint Tenancy (with Right of Survivorship) may be specified to identify two or more owners where ownership is intended to pass automatically to the surviving tenant(s). All owners must agree to the sale of shares.

 

Tenants in Common – May be specified to identify two or more owners where, 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 owners must agree to the sale of shares.

 

Buying Stock for a Minor – Shares may be held in the name of a custodian for a minor under the Uniform Transfer to Minors Act. To qualify in the Subscription Offering, the minor (not the custodian) named in Section 9 of the Stock Order Form must have had an eligible deposit account at Putnam Bank at the close of business on July 1, 2014, September 30, 2015, or November 3, 2015. The standard abbreviation for custodian is “CUST.” The Uniform Transfer to Minors Act is “UTMA.” Include the state abbreviation. For example, stock held by John Smith as custodian for Susan Smith under the CT Uniform Transfer to Minors Act, should be registered as John Smith CUST Susan Smith UTMA-CT (list only the minor’s social security number).

 

Buying Stock for a Corporation/Partnership – On the first name line, indicate the name of the corporation or partnership and indicate the entity’s Tax ID Number for reporting purposes. To qualify in the Subscription Offering, the corporation or partnership named in Section 9 of the Stock Order Form must have had an eligible deposit account at Putnam Bank at the close of business on July 1, 2014, September 30, 2015, or November 3, 2015.

 

Buying Stock in a Trust/Fiduciary Capacity – Indicate the name of the fiduciary and the capacity under which the fiduciary is acting (for example, “Executor”), or name of the trust, the trustees and the date of the trust. Indicate the Tax ID Number to be used for reporting purposes. To qualify in the Subscription Offering, the entity named in Section 9 of the Stock Order Form must have had an eligible deposit account at Putnam Bank at the close of business on July 1, 2014, September 30, 2015, or November 3, 2015.

 

Buying Stock in a Self-Directed IRA (for trustee/broker use only) – Registration should reflect the custodian or trustee firms registration requirements. For example, on the first name line, indicate the name of the brokerage firm, followed by CUST or TRUSTEE. On the second name line, indicate the name of the beneficial owner (for example, FBO John SMITH IRA). You can indicate an account number or other underlying information and the custodian or trustee firms address and department to which all correspondence should be mailed related to this order, including a stock ownership statement. Indicate the TAX ID Number under which the IRA account should be reported for tax purposes. To qualify in the Subscription Offering, the beneficial owner named in Section 9 of this form must have had an eligible deposit account at Putnam Bank at the close of business on July 1, 2014, September 30, 2015, or November 3, 2015.

 

 

 

Section (10) – Acknowledgment and Signature(s). Sign and date the Stock Order Form where indicated. Before you sign, please carefully review the information you provided and read the acknowledgment. Verify that you have printed clearly and completed all applicable shaded areas on the Stock Order Form. Only one signature is required, unless any account listed in Section 4 requires more than one signature to authorize a withdrawal.

 

Please review the Prospectus carefully before making an investment decision. Deliver your completed Stock Order Form, with full payment or deposit account withdrawal authorization, so that it is received (not postmarked) before 2:00 p.m., Eastern Time, on December 16, 2015. Stock Order Forms may be delivered by using the enclosed postage paid Stock Order Reply Envelope, by overnight delivery to the Stock Information Center address on the front of the Stock Order Form, or by hand-delivery to Putnam Banks main office located at 40 Main Street, Putnam, Connecticut. Hand delivered stock order forms will only be accepted at this location. You may not deliver Stock Order Forms to our other offices. Please do not mail Stock Order Forms to Putnam Bank. We are not required to accept Stock Order Forms that are found to be deficient or incorrect, or that do not include proper payment or the required signature. Faxes or copies of this form are not required to be accepted.

 

OVERNIGHT DELIVERY can be made to the Stock Information Center address provided on the front of the Stock Order Form.

 

QUESTIONS? Call our Stock Information Center, toll-free, at 1-(877) 821-5778, from 10:00 a.m. to 4:00 p.m., Eastern Time, Monday through Friday. The Stock Information Center is not open on bank holidays.