EX-99 4 ex99-5.txt EXHIBIT 99.5 -------------------------------------------------------------------------------- American Bancorp of New Jersey, Inc. Stock Information Center 365 Broad Street Bloomfield, NJ 07003 (973) ____-_____ Stock Order and Certification Form -------------------------------------------------------------------------------- Deadline: The Subscription Offering ends at 12:00 noon, eastern time, on September __, 2005. 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 a American Bank of New Jersey branch, by the deadline, or it will be considered void. Faxes or copies of this form will not be accepted. -------------------------------------------------------------------------------- (1) Number of Shares (2) Total Payment Due ---------------------- Price Per Share ---------------------- X $10.00 = $ ---------------------- ---------------------- The minimum purchase is 25 shares. No person may purchase more than 150,000 shares, and no person together with his or her associates or group of persons acting in concert may purchase shares in an amount that when combined with shares received in exchange for currently outstanding shares of common stock of American Savings, MHC, exceed 5% of the shares outstanding after the conversion. See the Prospectus and the Stock Order Form Instructions. -------------------------------------------------------------------------------- Method of Payment (3) [_] Enclosed is a check, bank draft or money order payable to American Bank of New Jersey for $________________. (4) [_] I authorize American Bank of New Jersey 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. -- -------------------------------------------------------------------------------- (5) Purchaser Information o [_] Eligible Account Holder - Check here if you were a depositor with at least $50 on deposit with American Bank of New Jersey as of March 31, 2004. Enter information in Section 7 for all deposit accounts that you had at American Bank of New Jersey on March 31, 2004. o [_] Supplemental Eligible Account Holder - Check here if you were a depositor with at least $50 on deposit with American Bank of New Jersey as of June 30, 2005 but are not an Eligible Account Holder. Enter information in Section 7 for all deposit accounts that you had at American Bank of New Jersey on June 30, 2005. o [_] Other Member - Check here if you were a depositor of American Bank of New Jersey as of July 31, 2005 or a borrower as of December 27, 1995 who continued as a borrower as of the close of business on July 31, 2005, but are not an Eligible or a Supplemental Eligible Eligible Account Holder. Enter information in Section 7 for all accounts that you had at American Bank of New Jersey on July 31, 2005. o [_] Local Community - Natural persons residing in the New Jersey County of Essex. o [_] General Community - Check here if none of the above apply. -------------------------------------------------------------------------------- (6) [_] Check here if you are a director, officer or employee of American Bank of New Jersey or a member of such person's immediate family (same household). -------------------------------------------------------------------------------- (7) [_] Please review the preprinted account information listed below. The accounts printed below may not be all of your qualifying accounts or even your accounts as of the earliest of the three dates if you have changed names on the accounts. You should list any other accounts that you may have or had with American Bank of New Jersey in the box below. SEE THE STOCK ORDER FORM INSTRUCTIONS SHEET FOR FURTHER INFORMATION. All subscription orders are subject to the provisions of the Plan of Conversion and Reorganization (the "Plan of Conversion"). -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Additional Qualifying Accounts 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). --------------------------------------------------------------------------------
(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 Transfers to Minors Act [_] Partnership [_] Joint Tenants [_] Uniform Gifts to Minors Act [_] Individual Retirement Account [_] Tenants in Common [_] Corporation [_] Fiduciary/Trust (Under Agreement Dated _______)
-------------------------------------------------------------------------------- Name Social Security or Tax ID -------------------------------------------------------------------------------- Name Social Security or Tax ID -------------------------------------------------------------------------------- Mailing Daytime Address Telephone -------------------------------------------------------------------------------- Zip Evening City State Code County Telephone -------------------------------------------------------------------------------- ACKNOWLEDGMENT By signing below, I acknowledge receipt of the Prospectus dated August __, 2005 and understand I may not change or revoke my order once it is received by American Bancorp of New Jersey, Inc. FEDERAL 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. UNDER PENALTY OF PERJURY, I CERTIFY THAT I AM PURCHASING SHARES SOLELY FOR MY ACCOUNT AND THAT THERE IS NO AGREEMENT OR UNDERSTANDING REGARDING THE SALE OR TRANSFER OF SUCH SHARES, OR MY RIGHT TO SUBSCRIBE FOR SHARES. American Bancorp of New Jersey, 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 item (2) in this acknowledgement 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, both as amended. Signature: THIS FORM MUST BE SIGNED AND DATED BELOW AND ON THE BACK OF THIS -------------------------------------------------------------------- FORM. THIS ORDER IS NOT VALID IF THE STOCK ORDER AND CERTIFICATION FORM ARE NOT ---- BOTH SIGNED AND PROPERLY COMPLETED. Your order will be filled in accordance with the provisions of the Plan of Conversion and Reorganization as described in 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 -------------------------------------------------------------------------------- Signature Date -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Office Use Only Check # _______________ ________________ Date Rec'd _____________/_____________ Ck Amt. _______________ ________________ Batch #___________ - Order #__________ Category ______________________________ -------------------------------------------------------------------------------- American Bancorp of New Jersey, Inc. -------------------------------------------------------------------------------- Item (7) continued; Purchaser Information Account Title (Names on Accounts) Account Number -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- CERTIFICATION FORM (This Certification Must Be Signed In Addition to the Stock Order Form On Reverse Side) I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR AN ACCOUNT AND IS NOT FEDERALLY INSURED, AND IS NOT GUARANTEED BY AMERICAN BANK OF NEW JERSEY 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 Regional Director, Robert C. Albanese at (201) 413-1000. I further certify that, before purchasing the shares of common stock of American Bancorp of New Jersey, Inc. I received a copy of the Prospectus dated August __, 2005. The prospectus that I received contains disclosure concerning the common stock of American Bancorp of New Jersey, Inc. and describes the risks involved in the investment, including the "Risk Factors" beginning on page ______ of the Prospectus: 1. Historically, we have operated as a traditional thrift. Our new strategic plan calls for us to diversify our loan portfolio with increased emphasis on multi-family and commercial real estate loans and commercial business loans. The repayment risk related to these types of loans is considered to be greater than the risk related to one-to-four family residential loans. 2. We intend to expand our franchise through de novo branching. Until the new branches attract sufficient business to offset the increased expenses incurred by de novo branching, the new branches are likely to reduce our earnings. There is no assurance, however, that we will be successful in opening de novo branches. 3. Notwithstanding the unpredictability of future interest rates, we expect that changes in interest rates may have a significant, adverse impact on our net interest income because the income from our assets and the cost of our liabilities are sensitive to changes in interest rates. 4. We plan to remain independent and you should not invest in our common stock if you are anticipating our sale. 5. Our recently implemented stock-based benefit plans and our proposed additional stock-based benefit plans will increase our future compensation expense and dilute stockholder ownership. 6. Our new organizational structure will result in changes in shareholder rights for existing shareholders. 7. Our low return on equity after the conversion may negatively impact the value of our common stock. 8. Execution of our growth strategy through de novo branching and increased loan production will increase our expenses which will adversely impact earnings. 9. You may not be able to sell your shares when you desire or for $10.00 or more per share. 10. Our business is geographically concentrated in New Jersey and a downturn in conditions in the state could have an adverse impact on our profitability. 11. Strong competition within our market area may limit our growth and profitability. 12. We operate in a highly regulated environment and may be adversely affected by changes in laws and regulations. -------------------------------------------------------------------------------- Signature Date -------------------------------------------------------------------------------- Signature Date -------------------------------------------------------------------------------- (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 AND THE SECURITIES EXCHANGE ACT OF 1934, BOTH AS AMENDED. THE SHARES OF COMMON STOCK BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. ================================================================================ Americna Bancorp of New Jersey, Inc. Stock Order Form Instructions ================================================================================ All subscription orders are subject to the provisions of the Plan of Conversion. -------------------------------------------------------------------------------- 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. No person may purchase more than 150,000 shares, and no person together with his or her associates or group of persons acting in concert may purchase more than 200,000 shares. If you are now an ASB Holding Company stockholder, the shares of American Bancorp of New Jersey, Inc. common stock that you receive in the exchange for your shares of ASB Holding Company common stock, in accordance with the exchange ratio, will count against the above maximum purchase limitations. For additional information, please see " The Stock Offering - Limitations on Purchases of Common Stock" in the Prospectus, which is incorporated herein by reference. American Bancorp of New Jersey, Inc. reserves the right to reject any order received in the 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 American Bank of New Jersey. DO NOT MAIL CASH. Your funds will earn interest at American Bank of New Jersey's current passbook savings rate. Item 4 - To pay by withdrawal from a savings account or certificate at American Bank of New Jersey, 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 person must sign in the signature box on the front of this form. To withdraw from an account with checking privileges, please write a check. American Bank of New Jersey 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 the remaining balance in a certificate account is reduced below the applicable minimum balance requirement at the time that the funds actually are transferred under the authorization, the certificate will be canceled at the time of the withdrawal, without penalty, and the remaining balance will earn interest at the passbook rate subsequent to the withdrawal. Item 5 - Please check the appropriate box if you were: a) A depositor with $50.00 or more on deposit at American Bank of New Jersey as of March 31, 2004. Enter information in Section 7 for all deposit accounts that you had at American Bank of New Jersey on March 31, 2004. b) A depositor with $50.00 or more on deposit at American Bank of New Jersey as of June 30, 2005, but are not an Eligible Account Holder. Enter information in Section 7 for all deposit accounts that you had at American Bank of New Jersey on June 30, 2005. c) A depositor at American Bank of New Jersey as of July 31, 2005 and/or a borrower as of December 27, 1995 who continues to be a borrower as of July 31, 2005 but are not an Eligible Account Holder or Supplemental Eligible Account Holder. Enter information in Section 7 for all applicable deposit accounts or loans that you had at American Bank of New Jersey on July 31, 2005. d) Current Stockholder of ASB Holding Company as of July 31, 2005.Enter the number of shares you own in the blank space. e) Local Community - natural persons residing in Essex County. f) General Community. Item 6 - Please check this box to indicate whether you are a director, officer or employee of American Bank of New Jersey or a member of such person's immediate family. Item 7 - Please review the preprinted qualifying account number(s) information. The account number(s) listed may not be all of your account number(s). You should list any other qualifying accounts that you may have or had with American Bank of New Jersey in the box located under the heading "Additional Qualifying Accounts." These may appear on other Stock Order Forms you have received. For example, if you are ordering stock in just your name, you should list all of your deposit accounts as of the earliest of the three dates that you were a depositor. Similarly, if you are ordering stock jointly with another depositor, you should list all deposit accounts under which either of you are owners, i.e. individual accounts, joint accounts, etc. If you are ordering stock in your minor child's or grandchild's name under the Uniform Transfers to Minors Act, to qualify in the Subscription Offering the minor must have had a deposit account on one of the three dates and you should list only their account number(s). If you are ordering stock corporately, you need to list just that corporation's deposit accounts, as your individual account(s) do not qualify. Failure to list all of your qualifying accounts may result in the loss of part or all of your subscription rights. Item 8 - The stock transfer industry has developed a uniform system of shareholder registrations that we will use in the issuance of American Bancorp of New Jersey, 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 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 an eligible or supplemental eligible account holder or other 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. (See Reverse Side for Stock Ownership Guide) ================================================================================ Americna Bancorp of New Jersey, Inc. Stock Order Form Instructions ================================================================================ 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 Gifts To Minors - For residents of many states, including New Jersey, stock may be held in the name of a custodian for the benefit of a minor under the Uniform Transfers to Minors Act. For residents in other states, stock may be ------------------------------- held in a similar type of ownership under the Uniform Gifts 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 followed by the notation UTMA-NJ or UGMA-Other State. List only the minor's social security number. Corporation/Partnership - Corporations/Partnerships may purchase stock. Please provide the Corporation/Partnership's legal name and Tax I.D. number. To have depositor rights, the Corporation/Partnership must have an account in its 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. American Bank of New Jersey does not offer a self-directed IRA. Please contact an outside broker if you have any questions about your IRA account and please do not delay in exploring this option. Registration for IRA's: On Name Line 1 - list the name of the broker or trust department followed by CUST or TRUSTEE. On Name Line 2 - FBO (for benefit of) YOUR NAME IRA a/c #______. Address will be that of the broker / trust department to where the stock certificate will be sent. The Social Security / Tax I.D. number(s) will be either yours or your trustees, as they direct. Please list your phone numbers. 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. (See Reverse Side for Stock Order Form Instructions)