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EXHIBIT 99.3
YOU, A STOCKHOLDER OF GSB FINANCIAL CORPORATION, SHOULD COMPLETE AND RETURN THIS
ELECTION FORM ALONG WITH YOUR GSB STOCK CERTIFICATES BEFORE THE COMMENCEMENT OF
THE GSB SPECIAL MEETING TO APPROVE THE MERGER AGREEMENT WITH BERKSHIRE BANCORP
INC. IF YOU DO NOT DO SO AND WE COMPLETE THE MERGER, YOU WILL LOSE YOUR RIGHT TO
CHOOSE WHETHER TO RECEIVE CASH OR STOCK IN EXCHANGE FOR YOUR STOCK OF GSB. YOU
MUST COMPLETE ALL SECTIONS OF THIS ELECTION FORM THAT APPLY TO YOU.
GSB FINANCIAL CORPORATION
ONE SOUTH CHURCH STREET
GOSHEN, NEW YORK 10924
ELECTION FORM
[NAME AND ADDRESS LABEL]
Dear GSB Stockholder:
You currently hold shares of GSB common stock. On ________, 2000, the
stockholders of GSB will hold a stockholders' meeting to vote on an agreement
with Berkshire Bancorp Inc. to merge GSB and Berkshire Bancorp. If the
stockholders approve that agreement, and if other conditions described in that
agreement are met, GSB and Berkshire will merge. Each share of your GSB common
stock will then be exchanged, at your election, into:
0.6027 shares of Berkshire's common stock; or
$20.75 in cash.
Please carefully read the accompanying joint proxy statement/prospectus
dated __________. You have the right to elect to receive Berkshire's common
stock or cash, or some of each, for your shares of GSB common stock. HOWEVER,
EVEN IF YOU MAKE AN ELECTION ON THIS FORM, YOU MAY NOT RECEIVE WHAT YOU ELECT.
Not less than 50.1% nor more than 60% of the outstanding GSB common stock will
be exchanged for Berkshire common stock and not more than 49.9% of the
outstanding GSB common stock will be converted into the right to receive cash.
Therefore, we may have to allocate stock and cash among our stockholders in a
manner different from their elections. The joint proxy statement/prospectus
describes in detail on pages _____ through _____ how the election and allocation
procedures will work. Please read those pages carefully.
YOU SHOULD SEND THIS FORM, ALONG WITH YOUR STOCK CERTIFICATES, A
GUARANTEE OF DELIVERY FOR THE SHARES COVERED BY THIS FORM OR A COMPLETED LOST
CERTIFICATE AFFIDAVIT TO: AMERICAN STOCK TRANSFER & TRUST COMPANY (THE "EXCHANGE
AGENT") AT (1) [ADDRESS, TELEPHONE NUMBER] OR (2) THE GSB SPECIAL MEETING.
If we do not complete the merger for any reason, this form will be void
and certificates for shares of GSB common stock delivered to the Exchange Agent
will be promptly returned.
Please read carefully the accompanying general instructions and the
joint proxy statement/prospectus. The Exchange Agent must receive this form no
later than the
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commencement of the GSB special meeting. All questions about this Election Form
should be directed to [____________].
Very truly yours,
Stephen W. Dederick
Senior Vice President and Chief Financial
Officer
GSB Financial Corporation
<PAGE>
GENERAL INSTRUCTIONS
YOU MUST COMPLETE SECTION 1. SECTION 1 PROVIDES AN EXPLANATION OF WHETHER YOU
MUST ALSO COMPLETE SECTION 2 OR SECTION 3.
1. TIME IN WHICH TO ELECT. To be effective, a completed election form
and your GSB common stock certificates, a guarantee of delivery for the shares
covered by this election form or a completed lost certificate affidavit, must be
received by the Exchange Agent at (a) the address set forth on page [ ] or (b)
the GSB special meeting, no later than the commencement of the GSB special
meeting (the "Election Deadline").
2. REVOCATION OF ELECTION. You may revoke your election by written
notice to the Exchange Agent or by submitting a later-dated election form prior
to the Election Deadline. You may submit a new election form at any time before
the Election Deadline. If the merger agreement is terminated, all election forms
will automatically be void and the stock certificates tendered will be promptly
returned to you.
3. METHOD OF DELIVERY. The method of delivery of all documents is at
your choice and risk. If you choose to return your materials by mail, we suggest
you send them by registered mail, return receipt requested, properly insured,
using the enclosed envelope.
4. SIGNATURES. The signature (or signatures, in the case of
certificates owned by two or more joint holders) on this form should correspond
exactly with the name(s) as written on the face of the certificate(s) submitted
unless the shares of GSB common stock described on this form have been assigned
by the registered holder(s), in which event this form should be signed in
exactly the same form as the name of the last transferee. You must sign the
election form at least two times - once beneath the election table which shows
your election, and once beneath the "Substitute W-9 Certification".
If this form is signed by a person or persons other than the registered
holder(s) of the certificates, the certificates must be endorsed or accompanied
by appropriate stock powers, each of which must be signed exactly as the name(s)
of the registered owner(s) appears on the certificates, or exactly in the name
of any intervening transferee, if applicable.
If this form or any stock certificate(s) or stock power(s) is signed by
a trustee, executor, administrator, guardian, officer of a corporation,
attorney-in-fact, or any other person acting in a representative or fiduciary
capacity, the person signing must give such person's full title in such
capacity.
5. NEW CERTIFICATES AND CHECKS IN SAME NAME. Checks and stock
certificates which the Exchange Agent issues in exchange for GSB common stock
will be registered in, or payable to the order of, exactly the same name(s) that
appears on the certificate(s) representing the shares of GSB common stock
submitted with this form, unless the "Special Payment Instructions" box in
Section 1 is completed.
6. GUARANTEE OF SIGNATURE. No signature guarantee is required on this
form if it is signed by the registered holder(s) of the shares of GSB common
stock surrendered under this form, and all shares of Berkshire common stock and
any check are to be issued and payable to the registered holder(s) without any
change or correction in the name or address of the registered holder(s). In all
other cases, all signatures on this form must be guaranteed by a member firm of
a
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registered national securities exchange or of the NASD, Inc., a commercial bank
or trust company in the United States, or by another member of a signature
guaranty medallion program. A guaranty by a notary public IS NOT acceptable.
All questions or disputes regarding this form or how it should be
interpreted will be determined by the Exchange Agent, which determination shall
be conclusive and binding.
7. BACKUP FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM W-9.
Please be sure to review the "Substitute W-9 Certification" which appears
beneath the signature lines on page [ ] of Section 1. If you insert a correct
taxpayer identification number (social security number) and the IRS has not
notified you that you are subject to backup withholding, you should check the
appropriate box and sign the Substitute W-9 Certification. If you do not have a
taxpayer identification number (social security number) or if the IRS has
notified you that you are subject to backup withholding, or if you are an exempt
recipient such as certain foreign persons, you must complete Section 3. In some
cases, any payments made to you may be subject to backup withholding of 31%.
8. TRANSFER TAXES. If you complete the "Special Payment Instructions"
box in Section 1, you must pay the Exchange Agent any and all required transfer
or other taxes or must establish that such tax has been paid or is not
applicable.
9. WAIVER OF EXERCISE OF APPRAISAL RIGHTS. By delivery of this form to
the Exchange Agent, a GSB stockholder forever waives his/her/its right to
dissent from the merger under applicable Delaware law and withdraws all notices
or demands for the appraisal of the stockholder's shares of GSB common stock
under Delaware law.
<PAGE>
SECTION 1 - ELECTION INFORMATION, SUBSTITUTE W-9 CERTIFICATION AND TRANSMITTAL
INFORMATION/INSTRUCTIONS
ELECTION INFORMATION
Below, you will identify the shares that you own as the registered
holder and you will tell us the consideration you want to receive if we complete
the merger.
Please list each stock certificate on a separate line.
In the column entitled "Name(s) and Address(es) of Registered
Holder(s)," print the name(s) and address(es) of the registered
holder(s). The Registered Holder is the person or entity whose name
appears on the certificate.
In the column entitled "Certificate Number," insert the stock
certificate number for each stock certificate you hold. If any stock
certificate has been lost, stolen or destroyed, please write
"Certificate Missing" in the "Certificate Number" column and complete
Section 2.
In the column entitled "Number of Shares Represented By Certificate,"
insert the number of shares represented by the corresponding stock
certificate. At the bottom of that column, please insert the total
number of shares of GSB common stock you own.
ELECTION. Choose the consideration you would like to receive by
inserting the number of shares of GSB common stock you would like to exchange
for Berkshire common stock and the number of shares of GSB common stock you
would like to exchange for cash in the appropriate column. You may elect to
receive all cash, all stock, or a combination of stock and cash. The sum of your
elections must be equal to the total number of shares of GSB common stock you
hold. If you want all of you shares converted into either cash or stock, you may
write "ALL" in the appropriate space.
As explained in the accompanying joint proxy statement/prospectus, the
total merger consideration for all shares of GSB common stock is subject to
allocation procedures. IF ALLOCATIONS ARE MADE, YOU MAY NOT RECEIVE THE EXACT
CONSIDERATION YOU SPECIFY IN YOUR ELECTION.
<PAGE>
MAKE YOUR ELECTION AND SIGN BELOW:
<TABLE>
<CAPTION>
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NUMBER OF
NUMBER OF SHARES TO
SHARES CONVERT INTO NUMBER OF
CERTIFICATE REPRESENTED BERKSHIRE SHARES TO
NAME(S) AND ADDRESS(ES) OF REGISTERED NUMBER * BY COMMON CONVERT INTO
OWNER(S) (IF AVAILABLE) CERTIFICATE STOCK CASH
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<S> <C> <C> <C> <C>
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Total Shares:
</TABLE>
If any of your stock certificate(s) have been lost, stolen or
destroyed, you must complete Section 2.
Check here if your shares of GSB common stock are being delivered
pursuant to a notice of guarantee of delivery. If so, fill in the following
information and fill in the required information under Transmittal
Information/Instructions:
Name of Registered Holder(s): __________________________________________________
Window Ticket Number (if any): _________________________________________________
To American Stock Transfer & Trust Company, Exchange Agent:
I/we submit the stock certificates shown on this election form to
American Stock Transfer & Trust Company, the Exchange Agent, or its replacement
or successor, and instructs the Exchange Agent to deliver to me/us, shares of
Berkshire common stock or cash as shown on this election form. THE ELECTION MAY
BE ADJUSTED UNDER THE TERMS OF THE MERGER AGREEMENT.
By delivery of this election form, the undersigned forever waives any
and all rights of appraisal under Delaware law and withdraws all demands for
appraisal of the fair value of the shares of GSB common stock shown on this
election form.
The undersigned represents and warrants that the undersigned has full
power and authority to surrender the stock certificate(s) surrendered or covered
by a guarantee of delivery, free and clear of all liens, claims, and
encumbrances. The undersigned will, upon request, execute and deliver any
additional documents reasonably deemed by the Exchange Agent or Berkshire to be
appropriate or necessary to complete the sale, assignment, or transfer of the
shares of GSB common stock. All authority conferred or agreed to be conferred in
this election form shall be binding upon the successors, assigns, heirs,
executors, administrators, and legal representatives of the undersigned and
shall not be affected by, and shall survive, the death or incapacity of the
undersigned.
SIGN HERE: By signing this form, you acknowledge that you have received the
joint proxy statement/prospectus of Berkshire Bancorp, Inc. and GSB Financial
Corporation dated __________________, 2000.
<TABLE>
<S> <C>
------------------------- -------------------------
Signature of owner(s) Signature of owner(s)
------------------------- -------------------------
Print Name of owner(s) Print Name of owner(s)
------------------------- -------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Social Security or other Tax ID Number Social Security or other Tax ID Number
Address: Address:
----------------------------- -----------------------------
----------------------------- -----------------------------
----------------------------- -----------------------------
Date: ___________________, 2000 Date: ___________________, 2000
</TABLE>
SUBSTITUTE W-9 CERTIFICATION
I/we certify that:
[ ] (1) the Social Security or Tax ID number(s) shown above on this form is/are
my/our correct Taxpayer Identification Number and (2) I am not subject to backup
withholding either because I have not been notified by the Internal Revenue
Service ("IRS") that I am subject to backup withholding as a result of failure
to report all interest or dividends, or the IRS has notified me that I am no
longer subject to backup withholding
[ ] I do not have a Social Security or Tax ID Number, I am an exempt recipient,
or I am subject to backup withholding. If you check this box, be sure to
complete Section 3 below.
IMPORTANT WARNING TO ALL GSB STOCKHOLDERS: If you do not provide the Exchange
Agent with the correct Taxpayer Identification Number (Social Security Number)
or an adequate basis for exemption, you may have to pay a $50 penalty and backup
withholding at a rate of 31% on any payments to be made to you if we complete
the merger.
SIGN HERE:
------------------------- -------------------------
Signature of owner(s) Signature of owner(s)
------------------------- -------------------------
Print Name of owner(s) Print Name of owner(s)
<PAGE>
TRANSMITTAL INFORMATION/INSTRUCTIONS
Below, you will tell us about any special delivery or payment
instructions. All Berkshire stock certificates and cash that you are entitled to
receive will be issued or made payable to the same name shown on your GSB stock
certificate and will be mailed to you at the address set forth below the
signatures lines on page [ ] of Section 1 hereof, unless you follow the special
instructions below. If you are covered by one of the conditions described in
paragraphs A through D, please follow the appropriate instructions.
A. MISSING STOCK CERTIFICATES. If you have lost any or all of the stock
certificates, you must complete this election form, sign it, and sending it to
the Exchange Agent together with any stock certificates you do have. You must
also complete the affidavit in Section 2 for all missing certificates.
B. CASH OR BERKSHIRE STOCK CERTIFICATES TO BE PAID OR ISSUED TO SOMEONE
ELSE. If you want the Berkshire common stock certificates being issued to you to
be registered, or if you want the cash being paid to you to be payable, to
someone other than the registered owner of your GSB
<PAGE>
stock certificate, then you must complete and sign the "Special Payment
Instructions" box below. See General Instruction 8 for information about your
responsibility for transfer taxes.
C. YOU WANT US TO SEND YOUR STOCK CERTIFICATES OR CASH TO SOMEONE ELSE.
If you want the Berkshire common stock certificates or the cash being issued or
paid to you to be registered or payable to you, but sent to someone else, you
must complete and sign the "Special Delivery Instructions" box below.
D. SOMEONE ELSE WILL DELIVER YOUR STOCK CERTIFICATES TO THE EXCHANGE
AGENT. If your GSB stock certificates can not be delivered to the Exchange Agent
before the GSB special meeting (the "Election Deadline"), your election will be
valid if your election form is received by the Election Deadline along with a
guarantee of delivery by an eligible institution. Your stock certificates must
then be received by the Exchange Agent by 12:00 noon, eastern standard time, on
the third trading day after the Election Deadline.
The Exchange Agent will issue you a single check and/or a single
Berkshire common stock certificate unless you provide explicit instructions to
the Exchange Agent to do otherwise.
SPECIAL PAYMENT INSTRUCTIONS
Complete this section ONLY if you want the Berkshire common stock
certificates being issued to you, and the cash being paid to you to be payable,
to someone other than the registered owner of your GSB common stock
certificates.
Register my shares of Berkshire's common stock and make payment to the
following:
Name: _________________________________________________________________________
(Please type or print)
Address: ______________________________________________________________________
______________________________________________________________________
(include zip code)
SPECIAL DELIVERY INSTRUCTIONS
Complete this section ONLY if you want the Berkshire common stock certificates
and the cash being issued or paid to you to be registered or payable to you but
sent to someone else.
Mail or deliver my shares of Berkshire common stock and send payment to the
following:
Name: _________________________________________________________________________
(Please type or print)
Address:______________________________________________________________________
______________________________________________________________________
(include zip code)
<PAGE>
SIGNATURE GUARANTEE
Your signature must be guaranteed if you have filled out either the "Special
Payment Instructions" box, the "Special Delivery Instructions" box or the
"Guarantee of Delivery" box. The guaranty must be by an eligible institution,
i.e., a member firm of a registered national securities exchange, a member of
the NASD, Inc., or a commercial bank or trust company in the United States or
other member of a valid signature guaranty medallion program.
Name of Guarantor: ____________________________________________________________
Signature(s) Guaranteed: ______________________________________________________
Date: ___________________, 2000
Apply Signature Medallion:
GUARANTEE OF DELIVERY
The undersigned, a member firm of a registered national securities
exchange, a member of the NASD, Inc., a commercial bank or trust company in the
United States or other member of a valid signature guaranty medallion program,
hereby guarantees to deliver to the Exchange Agent either all of the
certificate(s) for GSB common stock to which this election form relates, or
such certificates as are identified below, duly endorsed in blank or otherwise
in form acceptable for transfer, no later than 12:00 noon, eastern standard
time, on the third trading day after the Election Deadline. If a GSB stockholder
completes this guarantee of delivery, such GSB stockholder will need a signature
guarantee by an eligible institution.
The undersigned acknowledges that it must deliver the shares of GSB
common stock covered by this election form to the Exchange Agent within the time
period set forth above and that failure to do so could result in financial loss
to the undersigned.
------------------------------------
Print Firm Name
------------------------------------
Dated
------------------------------------
Authorized Signature
------------------------------------
Certificate Number(s)
------------------------------------
Number of shares of GSB common stock
------------------------------------
------------------------------------
Address
------------------------------------
Area Code and Telephone Number
<PAGE>
SECTION 2 - MISSING CERTIFICATES
If some of your GSB stock certificates are missing, you must complete
the certification below. Your signature must be notarized.
The certificate(s) representing the following shares of GSB common
stock has/have been lost, stolen, or destroyed:
------------------------------ ---------------------------------
Certificate Number Number of Shares
I certify the following:
(1) I have made or caused to be made a diligent search for such stock
certificate(s) and have been unable to find or recover it/them. I have not sold,
assigned, pledged, transferred, deposited under any agreement, or hypothecated
the shares of GSB Financial Corporation common stock represented by such stock
certificate(s), or any interest therein, or signed any power of attorney or
other authorization respecting the same which is now outstanding and in force,
or otherwise disposed of such stock certificate(s); and no person, firm,
corporation, agency, or government, other than me, has or has asserted any
right, title, claim, equity, or interest in, to, or respecting such shares of
GSB common stock.
(2) Please issue a replacement stock certificate(s). In consideration of the
issuance of a replacement certificate(s), I hereby agree to indemnify and hold
harmless Berkshire Bancorp Inc. and any person, firm, or corporation now or
hereafter acting as Berkshire Bancorp Inc.'s transfer agent, exchange agent,
registrar, trustee, depository, redemption, fiscal, or paying agent, or in any
other capacity, and also any successors in any such capacities, and their
respective subsidiaries, affiliates, heirs, successors, and assigns, from and
against any and all liability, loss, damage, and expense in connection with, or
arising out of, their compliance with my request herein.
(3) I also agree, in consideration of compliance with the foregoing request, to
surrender immediately to Berkshire Bancorp Inc. the lost stock certificate(s)
should it/they hereafter come into my possession or control.
(4) I also agree to provide a lost instrument bond, if requested.
_________________________________ Date ______________________________, 2000
Signature
_________________________________ Date ______________________________, 2000
Signature
STATE OF
:ss.
COUNTY OF
I, , a Notary Public, do hereby certify that on the
day of 2000, personally appeared before me , known to me to be the persons
whose name(s) is/are
<PAGE>
subscribed to the foregoing instrument, who, being by me first duly sworn,
declared that the statements contained therein are true and that he/she/they
signed said instrument for the purposes, in the capacity, and for consideration
therein expressed.
-----------------------------------
(Notary: Please modify if necessary to conform to your state law or
attach an alternative form.)
<PAGE>
SECTION 3 - STOCKHOLDERS WHO DO NOT HAVE TAXPAYER IDENTIFICATION NUMBERS
OR WHO ARE SUBJECT TO BACKUP WITHHOLDING
Please complete the appropriate section below:
FOREIGN REGISTERED HOLDERS:
Certain foreign holders are not subject to backup withholding and reporting
requirements. Foreign registered holders who are exempt recipients should read
and sign the following certification. In addition, to confirm that a foreign
registered holder qualifies as an exempt recipient, the holder must also submit
a statement to the Exchange Agent (generally, IRS Form W-8), signed under
penalties of perjury, attesting to that individual's exempt status. A form for
such statements can be obtained from the Exchange Agent.
I, the registered holder of the shares of GSB stock covered by this election
form, certify that I am not a United States citizen or resident, or that I am
signing for a foreign corporation, partnership, estate or trust.
SIGNATURE: ________________________________ DATE:__________________________
INDIVIDUALS AND ENTITIES THAT HAVE APPLIED FOR TAXPAYER IDENTIFICATION NUMBERS
BUT HAVE NOT YET RECEIVED THEM:
If you do not yet have a Taxpayer Identification Number, but you have
applied for a number or you will do so in the near future, please read and sign
the following certification.
I certify, under penalties of perjury, that a Taxpayer Identification Number has
not been issued to me, and that I mailed or delivered an application to receive
a Taxpayer Identification Number to the appropriate IRS Center or Social
Security Administration Office (or I intend to mail or deliver an application in
the near future). I understand that if I do not provide a Taxpayer
Identification Number to the Exchange Agent, 31% of all payments made pursuant
to the merger shall be retained until I provide a Taxpayer Identification Number
to the Exchange Agent and that, if I do not provide my Taxpayer Identification
Number within 60 days, such retained amounts shall be remitted to the IRS as
backup withholding and 31% of all reportable payments made to me thereafter will
be withheld and remitted to the IRS until I provide a Taxpayer Identification
Number.
SIGNATURE: ________________________________ DATE:__________________________
INDIVIDUALS AND ENTITIES THAT ARE SUBJECT TO BACKUP WITHHOLDING.
If you are subject to backup withholding either because the IRS has
so advised you or because you do not have a Taxpayer Identification Number,
sign below. The Exchange Agent will withhold 31% of all payments to be made
to you and send such withheld amount to the IRS.
I certify that I am subject to backup withholding.
SIGNATURE: DATE:
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