COMMUNITY BANK OF CENTRAL TEXAS, SSB REVOCABLE PROXY
Any member giving a proxy may revoke it at any time before it is voted by
delivering to the Secretary of Community Bank of Central Texas, ssb either a
written revocation of the proxy, or a duly executed proxy bearing a later date,
or by voting in person at the Special Meeting.
The undersigned hereby acknowledges receipt of a Notice of Special Meeting of
Members to be held on the XXth day of June, 2000 and a proxy statement for the
Special Meeting prior to the signing of this proxy.
____________________________________
Signature Date
____________________________________
Signature Date
NOTE: Please sign exactly as your
name appears on this Proxy. Only
one signature is required in the
case of a joint account. When
signing in a representative
capacity, please give title.
IMPORTANT: Please Detach, Sign and Return "ALL" proxies from "ALL" packets
received in the enclosed postage paid envelope.
FAILURE TO VOTE IS EFFECTIVELY THE SAME AS A "NO" VOTE.
--------------------------------------------------------------------------------
CBCT Bancshares, Inc.
312 Main Street
Smithville, Texas 78957
(512) XXX-XXXX
Stock Order and Certification Form
--------------------------------------------------------------------------------
Deadline: The Subscription Offering ends at 12:00 Noon, Smithville, Texas Time,
on June XX, 2000. 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 the Community Bank of Central Texas
office, 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 Amount Due
Price Per Share
_________________ x $10.00 = $ ___________________
Minimum - 25 shares
Maximum - Generally 10,000 shares; however, see the Prospectus.
--------------------------------------------------------------------------------
Method of Payment
(3) |_| Enclosed is a check, bank draft or money order payable to CBCT
Bancshares, Inc. for $______________.
(4) |_| I authorize Community Bank of Central Texas 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 (check one)
a. |_| Eligible Account Holder - Check here if you were a depositor with $50 or
more on deposit with Community Bank as of September 30, 1998. Enter information
in Section 8 for all deposit accounts that you had at Community Bank on
September 30, 1998.
b. |_| Supplemental Eligible Account Holder - Check here if you were a depositor
or borrower with $50 or more on deposit with Community Bank as of March 31, 2000
but are not an Eligible Account Holder. Enter information in Section 8 for all
deposit accounts that you had at Community Bank on March 31, 2000.
c. |_| Other Member - Check here if you were a depositor of Community Bank as of
XXX XX, 2000, but are not an Eligible Account Holder or a Supplemental Eligible
Account Holder. Enter information in Section 8 for all accounts that you had at
Community Bank on XXX XX, 2000.
d. |_| Directors, Officers and Employees of Community Bank to the extent you are
not included in 5a, b and c.
e. |_| General Public
--------------------------------------------------------------------------------
(6) |_| Check here if you are a director, officer or employee of Community
Bank or a member of such person's immediate family (same household).
--------------------------------------------------------------------------------
(7) |_| NASD Affiliation - see description on reverse side of this form.
--------------------------------------------------------------------------------
(8) 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 Community Bank 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.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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)
--------------------------------------------------------------------------------
(9) 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 Act
|_| Uniform Gift to Minors Act
|_| Corporation
|_| Partnership
|_| Individual Retirement Account
|_| Fiduciary/Trust (Under Agreement Dated _________________)
--------------------------------------------------------------------------------
Name Social Security or Tax I.D.
--------------------------------------------------------------------------------
Name Social Security or Tax I.D.
--------------------------------------------------------------------------------
Mailing Daytime
Address Telephone
--------------------------------------------------------------------------------
Zip Evening
City State Code County Telephone
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Acknowledgment By signing below, I acknowledge receipt of the Prospectus dated
May XX, 2000 and understand I may not change or revoke my order once it is
received by CBCT Bancshares, 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. CBCT Bancshares, 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)
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 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 _____________
--------------------------------------------------------------------------------
<PAGE>
COMMUNITY BANK OF CENTRAL TEXAS, SSB REVOCABLE PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF COMMUNITY BANK OF CENTRAL
TEXAS, SSB FOR USE AT A SPECIAL MEETING OF MEMBERS TO BE HELD ON XXXX XX, 2000
AND ANY ADJOURNMENT OF THAT MEETING, FOR THE PURPOSES SET FORTH IN THE FOREGOING
NOTICE OF SPECIAL MEETING. YOUR BOARD OF DIRECTORS AND MANAGEMENT URGE YOU TO
VOTE FOR THE PLAN OF CONVERSION.
The undersigned being a member of Community Bank of Central Texas, ssb, hereby
authorizes the Board of Directors of Community Bank of Central Texas, ssb or any
successors in their respective positions, as proxy, with full powers of
substitution, to represent the undersigned at the Special Meeting of Members of
Community Bank of Central Texas, ssb to be held at Community Bank of Central
Texas' main office at 312 Main Street, Smithville, Texas on XXXX XX, 2000, at
X:00 p.m., Smithville, Texas time, and at any adjournment of said meeting, to
act with respect to all votes that the undersigned would be entitled to cast, if
then personally present, as set forth below:
(1) To vote "FOR" or "AGAINST" a Plan of Conversion of Community
Bank of Central Texas, ssb pursuant to which Community Bank of Central Texas,
ssb will convert from a mutual savings institution, including the adoption of a
federal stock savings bank charter and bylaws, with simultaneous issuance of its
common stock to CBCT Bancshares, Inc., a Maryland corporation (the "Holding
Company") and sale by the Holding Company of shares of its common stock.
FOR AGAINST ABSTAIN
|_| |_| |_|
(2) To vote, in its discretion, upon such other business as may
properly come before the Special Meeting or any adjournment thereof. Management
is not aware of any other such business that may come before the Special
Meeting.
FOR AGAINST ABSTAIN
|_| |_| |_|
This proxy, if executed, will be voted "FOR" adoption of the Plan of Conversion
and for adjournment of the Special Meeting, if necessary, if no choice is made
herein. Please date and sign this proxy on the reverse side and return it in the
enclosed envelope.
--------------------------------------------------------------------------------
CBCT Bancshares, Inc.
--------------------------------------------------------------------------------
Item (7) continued - NASD Affiliation (this section only applies to those
individuals who meet the delineated criteria)
Check the 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 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.
Item (8) continued; Purchaser Information
Account Title (Names on Accounts) Account Number
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CERTIFICATION FORM
(This Certification Form Must Be Signed In Addition to the Stock Order Form)
I ACKNOWLEDGE THAT THE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF CBCT
BANCSHARES, INC. ARE NOT DEPOSITS OR AN ACCOUNT AND ARE NOT FEDERALLY INSURED OR
GUARANTEED BY COMMUNITY BANK OF CENTRAL TEXAS OR BY THE FEDERAL GOVERNMENT. I
UNDERSTAND THAT AN INVESTMENT IN CBCT BANCSHARES, INC. COMMON STOCK MAY LOSE
VALUE.
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 Texas
Savings and Loan Department at [_________________] or the FDIC - Dallas Regional
Office at [____________]
I further certify that, before purchasing the Common Stock of CBCT Bancshares,
Inc. I received a copy of the Prospectus dated May XX, 2000 which discloses the
nature of the Common Stock being offered and describes the following risks
involved in an investment in the Common Stock under the heading "Risk Factors"
beginning on page XX of the Prospectus:
1. Rising interest rates may hurt our profits.
2. After this offering, our return on equity will be low compared to other
companies and our compensation expenses will increase. This could
negatively impact the price of our stock.
3. Our loan portfolio possesses increased risk due to our substantial number
of consumer, construction and commercial real estate and commercial
business loans.
4. We intend to grant stock options and restricted stock to the board and
management following the conversion which could reduce your ownership
interest.
5. The amount of common stock we will control, our articles of incorporation
and bylaws and state and federal statutory provisions could discourage
hostile acquisitions of control.
6. Holders of CBCT Bancshares, Inc. common stock may not be able to sell
their shares when desired if a liquid trading market does not develop or
for $10.00 or more per share even if a liquid trading market develops.
--------------------------------------------------------------------------------
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, 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.
<PAGE>
--------------------------------------------------------------------------------
Stock Order Form Instructions - All subscription orders are subject to the
provisions of the Plan of Conversion. 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. Generally, the maximum
purchase for any person is 10,000 shares (10,000 shares x $10.00 per share =
$100,000). No person, together with associates, as defined in the prospectus,
and persons acting in concert may purchase more than 10,000 shares (10,000
shares x $10.00 per share = $100,000) of the common stock offered in the
offering. For additional information, see "The Subscription Offering -
Limitations on Common Stock Purchases" in the Prospectus.
Item 3 - Payment for shares may be made in cash (only if delivered by you in
person, although we request that you exchange the cash for a check with a teller
at Community Bank of Central Texas, ssb ("Community Bank")) or by check, bank
draft or money order payable to CBCT BANKSHARES, INC. DO NOT MAIL CASH. Your
funds will earn interest at the passbook rate until the Conversion is completed.
Item 4 - To pay by withdrawal from a savings account or certificate at Community
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.
Community 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 and earn their respective rate of interest.
Item 5 - Please check the appropriate box to tell us the earliest of the three
dates that applies to you.
Item 6 - Please check this box if you are a director, officer or employee of
Community Bank, or a member of such person's household.
Item 7 - Please check this box if you have a National Association of Securities
Dealers, Inc. ("NASD") affiliation (as defined on the reverse side of the Stock
Order Form.)
Item 8 - 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
Community Bank 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 Transfer to Minors Act, 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 9 - The stock transfer industry has developed a uniform system of
shareholder registrations that we will use in the issuance of CBCT Bancshares,
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 depositor, 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)
<PAGE>
--------------------------------------------------------------------------------
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 Transfers To Minors Act - For residents of Texas and many states, stock
may be held in the name of a custodian for the benefit of a minor under the
Uniform Transfer to Minors Act. For residents in other states, stock may be held
in a similar type of ownership under the Uniform Gift 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-TX 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. 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.
Please contact the Stock Information Center 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)
