ELECTION FORM AND LETTER OF TRANSMITTAL
Exhibit
99.2
Exhibit
99.2 - Form of Election for Stock Consideration
ELECTION
FORM AND LETTER OF TRANSMITTAL
This
Election Form is being delivered in connection with the Agreement and Plan
of
Merger, as amended (the “Merger Agreement”), by and among The Bancshares, Inc.
(“TBI”), Community Bank Shares of Indiana, Inc. (“Community”) and CBIN
Subsidiary, Inc. (“CBIN Subsidiary”), whereby TBI will merge (the “Merger”) with
and into Community’s wholly-owned subsidiary, CBIN Subsidiary, which will be the
surviving corporation.
EXCHANGE
AGENT: REGISTRAR AND TRANSFER COMPANY
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Mailing
Address:
Registrar
and Transfer Company
Attn:
Reorg Exchange Dept.
P.O.
Box 645
Cranford,
NJ 07016-0645
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To
be effective, this Election Form must be received by the Exchange
Agent no
later than 5:00 p.m., EDT, on the date before the closing of the
Merger,
which is currently anticipated to close on July 3, 2006.
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By
Hand:
Registrar
and Transfer Company
Attn:
Reorg Exchange Dept.
00
Xxxxxxxx Xxxxx
Xxxxxxxx,
XX 00000
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DESCRIPTION
OF CERTIFICATES SURRENDERED
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Certificate(s)
Enclosed (Attach list if necessary)
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(See
Instructions)
Name(s)
and Address of Registered Holder(s)
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Certificate
Numbers
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Total
Number of Shares
Represented
by Certificate(s)
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TOTAL
SHARES
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Check
the box to the left if you have lost any of your TBI stock certificates
and complete the Affidavit for Lost Stock Certificate(s) on page
5 (See
Instruction B(5)).
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ELECTION
OPTIONS (MARK ONLY ONE BOX) EXPIRATION 5:00 X.X. XXX,
ON
THE DATE BEFORE THE CLOSING DATE OF THE MERGER
(Current
Anticipated Closing Date is July 3, 2006 - See Instruction
A(3))
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ALL
STOCK ELECTION: Exchange all shares of TBI Common Stock listed
above for
shares of Community Common Stock (you will receive cash in lieu
of any
fractional shares) (“Stock
Election”)
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COMBINATION
STOCK/CASH ELECTION: Exchange ____________ shares of TBI Common
Stock
listed above for shares of Community Common Stock and the remainder
in
cash (“Combination Election”). (Please write in the blank the number of
shares you would like to exchange for Community Common
Stock)
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ALL
CASH ELECTION or NO ELECTION: Exchange all shares of TBI Common
Stock
listed above for cash (“Cash Election”) - If
you desire to receive all cash consideration, you need not return
this
Election Form or your TBI stock certificate(s) at this
time.
You will receive a different Letter of Transmittal at a later
date.
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IMPORTANT:
IF YOU DO NOT SELECT AN OPTION OR SELECT MORE THAN ONE, IT WILL BE ASSUMED
THAT
AS TO THESE SHARES YOU HAVE NO PREFERENCE AND THE SHARES SHALL BE DESIGNATED
CASH ELECTION SHARES. IN ADDITION, YOUR ELECTION IS SUBJECT TO CERTAIN LIMITS
AND ALLOCATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT.
________________
It
is
understood that this election is subject to the terms, conditions and
limitations set forth in the Merger Agreement and this Election Form. In
particular, all elections are subject to the limitation that, on an aggregate
basis, 65% of TBI Common Stock will be converted into Community Common Stock
and
35% of TBI Common Stock will be converted into cash (at the rate of $150
per
share of TBI Common Stock). Community cannot,
therefore,
ensure that all TBI shareholders will receive their election choices. Any
adjustments to the elections will be made in accordance with the allocation
and
proration procedures set forth in the Merger Agreement that is attached as
Appendix A to the proxy statement-prospectus you have been
provided.
The
undersigned represents and warrants that the undersigned has full power and
authority to submit, sell, assign and transfer the above described shares
of TBI
Common Stock and that when accepted for exchange by Community, Community
will
acquire good and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances. The undersigned irrevocably constitutes
and appoints the Exchange Agent as the true and lawful agent and
attorney-in-fact of the undersigned with full power of substitution to exchange
certificates formerly representing shares of TBI Common Stock accompanying
evidence of transfer and authenticity, for certificates representing shares
of
Community Common Stock or cash, as set forth under “Election Options” and as
provided in the Merger Agreement. Delivery of the enclosed certificate(s)
shall
be effected, and the risk of loss and title to such certificate(s) shall
pass
only upon proper delivery thereof to the Exchange Agent. All authority herein
conferred shall survive the death or incapacity of, and any obligation of
the
undersigned hereunder shall be binding on the heirs, personal representatives,
successor sand assigns of, the undersigned. If the Merger Agreement is
terminated or the merger is not consummated, the enclosed certificate(s)
will be
returned to you.
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SPECIAL
PAYMENT AND/OR ISSUANCE
INSTRUCTIONS
(See
Instructions B1 and 2)
To
be completed ONLY if (i) the New Certificate to be issued and/or
(ii) the
check in exchange for the Certificate(s) surrendered herewith are
to be
issued in the name of someone other than the undersigned. The taxpayer
identification number of the new owner must be provided. (See Instruction
B7)
Name: _______________________________________
(Please
Print First, Middle and Last Names)
Address: _____________________________________
_____________________________________
_____________________________________
(including zip code)
Dated:_____________________
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SPECIAL
DELIVERY INSTRUCTIONS
(See
Instruction B4)
Complete
ONLY if the New Certificate and/or the check, as applicable, is
to be
delivered to someone other than the undersigned or to the undersigned
at
an address other than that shown as the address on the first page.
Name: _______________________________________
(Please
Print First, Middle and Last Names)
Address: _____________________________________
_____________________________________
_____________________________________
(including
zip code)
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IMPORTANT
- THE BOX BELOW LEFT MUST BE SIGNED AND DATED AND THE SUBSTITUTE FORM
W-9
ON
PAGE 3 MUST BE COMPLETED WITH SIGNATURE AND TAX ID NUMBER
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IMPORTANT
SHAREHOLDER
SIGN HERE
(Also
Complete Substitute Form W-9)
X__________________________________________
X__________________________________________
Must
be signed by registered holder(s) exactly as name(s) appear on
stock
certificate(s). If signature is by attorney, executor, administrator,
trustee or guardian, agent or other person acting in a fiduciary
or
representative capacity, please set forth full title. See Instruction
B1.
Dated:
___________________
Name(s):
______________________________________
(please print)
Capacity:
_____________________________________
Area
Code and Telephone No.: ____________________
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MEDALLION
SIGNATURE GUARANTEE
Required
only if Special Payment and/or
Issuance
Instructions are provided.
(See
Instruction B2)
The
signature(s) should be guaranteed by an Eligible Financial Institution
or
a member of a registered National Securities Exchange or the NASD
pursuant
to Securities and Exchange Commission Rule
17Ad-15.
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PAYER’S
NAME: COMMUNITY BANK SHARES OF INDIANA, INC.
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SUBSTITUTE
Form
W-9
Department
of the Treasury
Internal
Revenue Service
Payer’s
Request for Taxpayer
Identification
Number
(See
Instruction No. B.)
Please
fill in your name and address below.
_________________________________
Name
_________________________________
Business
name if different from above
Check
appropriate box:
o
Individual’s sole
proprietor
o
Partnership
o
Exempt from
backup withholding
o
Corporation
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Other
_______________________________
Address
(number and street)
_____________________________
City,
State and Zip Code
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Part
1 - TAXPAYER
IDENTIFICATION NO. - FOR ALL ACCOUNTS ENTER YOUR TAXPAYER IDENTIFICATION
NUMBER IN THE APPROPRIATE BOX. FOR MOST INDIVIDUALS AND SOLE PROPRIETORS
THIS IS YOUR SOCIAL SECURITY NUMBER. FOR OTHER ENTITIES, IT IS
YOUR
EMPLOYEE IDENTIFICATION NUMBER
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_______________________________________
Social
Security Number
OR
_______________________________________
Employee
Identification Number
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Part
2 - Certification - For
Payee Exempt from Backup Withholding - Under
penalties of perjury, I certify that:
(1)
The number shown on the form is my correct Taxpayer Identification
Number
(or I am waiting for a number to be issued to me); and
(2)
I am not subject to backup withholding either because (a) I am
exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service (“IRS”) that I am subject to backup withholding as a
result of a failure to report all interest or dividends or (c)
the IRS has
notified me that I am no longer subject to backup withholding;
and
(3)
I am a U.S. person (including a U.S. resident alien).
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Certification
Instruction - You
must cross out item 2 above if you have been notified by the IRS
that you
are currently subject in backup withholding because you have failed
to
report all interest and dividends on your tax return and you have
not been
notified by the IRS that you are no longer subject to backup withholding.
For real estate transactions, item 2 does not apply. For mortgage
interest
paid, acquisition or abandonment of secured property, cancellation
of
debt, contributions to an individual retirement arrangement (IRA),
and
generally, payments other than interest and dividends, you are
not
required to sign the Certification, but you must provide your correct
TIN.
SIGNATURE:
______________________________ DATE: _______________,
20__.
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NOTE:
FAILURE TO COMPLETE AND RETURN THIS FORM W-9 MAY RESULT IN BACKUP WITHHOLDING
AT
THE APPLICABLE WITHHOLDING RATE OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
MERGER. PLEASE REVIEW INSTRUCTION B7 FOR ADDITIONAL
INFORMATION.
INSTRUCTIONS
A.
Special
Conditions
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1.
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Time
in which to Make an Election. To
be effective, a properly completed Election Form accompanied by
the stock
certificate(s) representing all of the holder’s shares of TBI Common Stock
(or a Notice of Guaranteed Delivery from a firm which is a member
of a
registered national securities exchange or of the National Association
of
Securities Dealers or a commercial bank or trust company having
an office
or correspondent in the United States, provided the certificate(s)
are in
fact delivered to the Exchange Agent within three NASDAQ Capital
Market
trading days after the date of execution of such Notice of Guaranteed
Delivery) must be received by Registrar and Transfer Company, the
Exchange
Agent not later than 5:00 p.m. EDT on the date before the closing
of the
Merger (“Election Deadline”). The Merger is anticipated to close on July
3, 2006. Holders of TBI Common Stock whose Election Form and
certificate(s) are not so received or who revoke their Election
Form will
be considered a Non-Electing Shareholder. See Instruction A7 below.
The
method of delivery of all documents is at the option and risk of
the TBI
shareholder. Sending by mail, registered mail, properly insured,
with
return receipt requested, is recommended.
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2.
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Description
of Certificates.
Insert in the box at the top of the Election Form marked “Description of
Certificates Surrendered” the certificate number(s) of the TBI Common
Stock certificate(s) that you
are
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surrendering
herewith, the number of shares represented by each certificate, and the name(s)
and address(es) of the registered owners of such certificates. If the space
provided is insufficient, attach a separate sheet listing this
information.
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3.
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Election
Options.
In the box marked “Election Options” indicate whether you would like to
receive in exchange for your shares of TBI Common Stock, only shares
of
Community Common Stock or a combination of Community Common Stock
and
cash. Xxxx only one selection in this box. If you desire all cash
consideration, do not return this Election Form or your TBI stock
certificates at this time. The Merger Agreement limits the amount
of cash
and the amount of Community Common Stock that can be issued in
the Merger,
and it thus may not be possible for all elections to be honored
in full.
To find out more about these limits and the allocation method that
will be
used, please see “Merger Agreement - Allocation and Proration Procedures”
on page 45 of the proxy
statement-prospectus.
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4.
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Revocation
of Election.
A
holder of shares of TBI Common Stock who has made an election may
at any
time prior to the Election Deadline revoke such election by submitting
to
the Exchange Agent written notice of revocation that is received
by the
Exchange Agent prior to the Election
Deadline.
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5.
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Joint
Forms of Election.
Holders of shares of TBI Common Stock who made a joint election
will be
considered to be a single holder of such shares. Joint Election
Forms and
Letters of Transmittal may be submitted only by persons submitting
certificates registered in different forms of the same name to
a “Xxxx
Xxxxx” on one certificate and “X Xxxxx” on another; and by persons who may
be considered to own each other’s shares by reason of the ownership
attribution rules contained in Section 318(a) of the Internal Revenue
Code
of 1986, as amended. If this Election Form is submitted as a joint
Election Form, each record holder of shares of TBI Common Stock
covered
hereby must properly sign this Election Form in accordance with
Instruction B1, attaching additional sheets if necessary. The signatures
of such holders will be deemed to constitute a certification that
the
persons submitting a joint Election Form are eligible to do
so.
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6.
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Forms
of Election Nominees.
Any record holder of shares of TBI Common Stock who is a nominee
may
submit one or more Election Forms and Letters of Transmittal, indicating
on the form or forms a combination of Elections covering up to
the
aggregate number of shares of TBI Common Stock owned by such record
holder. However, upon the request of Community such record holders
will be
required to certify to the satisfaction of Community that such
record
holder holds such shares of TBI Common Stock as nominee for the
beneficial
owners of such shares. Each beneficial owner for whom such an Election
Form is so submitted will be treated as a separate shareholder
of TBI for
purposes of allocating Community Common Stock and cash payments
to be
issued upon consummation of the
Merger.
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7.
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Shares
as to Which No Election is Made.
Holders of shares of TBI Common Stock who fail to submit a properly
completed Election Form together with certificates representing
their
shares of TBI Common Stock by the Election Deadline, or who revoke
their
previously submitted Election Form and fail to submit a properly
completed
Election Form together with certificate(s) representing their shares
of
TBI Common Stock (“Non-Electing Shareholder”), shall have their shares of
TBI Common Stock converted into the right to receive a cash payment
of
$150 for each share they own, subject to adjustment in accordance
with the
allocation and proration provisions set forth in the Merger Agreement.
In
addition, a holder who does not tender an Election Form for all
of his or
her shares will be deemed to be a Non-Electing Shareholder with
respect to
those shares not rendered.
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B.
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General.
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1.
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Signatures. (a)
The signature (or signatures, in the case of certificates owned
by two or
more joint holders of certificates for which a joint Election Form
is
submitted) on the Election Form should correspond exactly with
the name(s)
as written on the face of the certificate(s) unless the shares
of TBI
Common Stock described on this Election Form have been assigned
by the
registered holder(s), in which event this Election Form should
be signed
in exactly the same form as the name of the last transfer indicated
on the
transfer form attached to or endorsed on the
certificate(s).
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(b)
If this
Election Form is signed by a person other than the registered owner of the
certificate(s) listed, the certificate(s) must be endorsed or accompanied
by
appropriate stock power(s), in either case signed by the registered owner(s)
in
the name(s) that appear on the certificate(s), and the signature(s) appearing
on
such endorsement(s) or stock power(s) and on this Election Form must be
guaranteed by an eligible financial institution or broker who is a
member/participant in a Medallion Program approved by the Securities Transfer
Association, Inc.
(c)
If
this
Election Form is signed by a trustee, executor, administrator, guardian,
officer
of a corporation, attorney-in-fact or by any other acting in a representative
or
fiduciary capacity, the person signing, unless he or she is the registered
owner, must give such person’s full title in such capacity, and appropriate
evidence of authority to act in such capacity must be forwarded to the Exchange
Agent with this Election Form.
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(d)
The
certificate(s) may be surrendered by a firm acting as agent for the registered
holder(s) if such firm is a member of a registered National Securities Exchange
or of the NASD or is a commercial bank or trust company in the United
States.
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2.
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Special
Payment and/or Issuance Instructions.
If checks or certificates representing Community Common Stock are
to be
payable to the order of, or registered in, a name(s) other than
exactly
the name(s) that appear on the certificate(s) representing shares
of TBI
Common Stock being submitted herewith, the certificate(s) submitted
herewith must be accompanied by appropriate signed stock power(s),
and the
signature(s) appearing on such stock power(s) and on this Election
Form
must be guaranteed by an Eligible Financial Institution or banker
who is a
member/participant in a Medallion Program approved by the Securities
Transfer Association, Inc. Please also check the appropriate box
in
“Special Payment and/or Issuance Instructions” on the Election
Form.
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3.
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Stock
Transfer Taxes. It
will be a condition in the issuance of any check or certificate
representing shares of Community Common Stock in any name(s) other
than
the name(s) in which the surrendered certificate(s) for shares
of TBI
Common Stock is (are) registered that the person(s) requesting
the
issuance of such check or certificate representing shares of Community
Common Stock either pay to the Exchange Agent any transfer or other
taxes
required by reason of such issuance or establish to the satisfaction
of
the Exchange Agent that such tax has been paid or is not
applicable.
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4.
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Special
Delivery Instructions.
If checks or certificates representing shares of Community Common
Stock
are to be delivered to someone other than the registered holder(s)
or to
the registered holder(s) at an address other than that appearing
above,
please check the appropriate box in “Special Delivery Instructions” and
insert the appropriate address in the space provided on this Election
Form.
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5.
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Lost
Certificate.
If your certificate(s) representing shares of TBI Common Stock
has (have)
been lost, stolen or destroyed, you should check the box on the
face of
the Election Form indicating that the certificate(s) is lost, complete
the
rest of the form, including the Affidavit For Lost Stock Certificate(s)
below and return it to the Exchange Agent, along with a check payable
to
Seaboard Surety Company in the amount of 1.5% of the market value
of the
lost certificate(s) (at $150 per share) and with any certificate(s)
of TBI
Common Stock in your possession (bond premium calculation: current
market
value x number of shares lost, stolen or destroyed x 1.5% bond
premium -
example: 100 shares of TBI Common Stock x $150 MV x 1.5% = $225
bond
premium (minimum $25.00)). If your bond premium exceeds $1,500
you must
contact Registrar and Transfer Company (000) 000-0000
immediately.
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The
Election Form and related documents cannot be processed until the lost, stolen
or destroyed certificate(s) has (have) been replaced. If all the necessary
documents are not returned prior to the Election Deadline, your Election
will be
deemed a “No Election”.
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AFFIDAVIT
FOR LOST STOCK CERTIFICATE(S)
The
undersigned hereby attests and certifies the following: that
I am the
lawful owner of the certificate(s) listed on this letter of transmittal
as
lost; that a search for the certificate(s) has been conducted
and that
these certificate(s) cannot be located; and that these certificate(s)
have
not been endorsed, hypothecated, sold or had their ownership
pledged or
encumbered in any form, whatsoever.
In
requesting the replacement of this certificate(s), I hereby agree
that: if
these certificate(s) are subsequently located, they will be tendered
for
cancellation; and that I indemnify, protect and hold harmless
Community,
Seaboard Surety Company, and Registrar and Transfer Company,
and any other
party from and against all losses, expenses, costs, and damages
including
legal fees that may be subject to these parties at any time in
the future
as a result of the cancellation and replacement of the certificate(s).
All
rights accruing to these parties will not be limited by their
negligence,
breach of duty, accident, or other obligation on the part of
or by any
officer or employee of the parties.
I
acknowledge that the certificate(s) will be replaced under an
insurance
bond underwritten by Seaboard Surety Company. My check, payable
to the
Seaboard Surety Company to cover the premium of 1.5% of the market
value
of the stock (minimum $25.00) is enclosed. I further acknowledge
that any
filing of an insurance application with materially false or misleading
information is a fraudulent insurance act and may be considered
a
crime.
Note:
If your bond premium exceeds $1,500 you must contact Registrar
and
Transfer Company (000) 000-0000 immediately.
Sign
Here: ________________________________
Co-owner,
if any:___________________________
Date:_____________________, 20____
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6.
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Determination
of Questions. All
questions with respect to this Election Form and Elections made
by holders
of shares of TBI Common Stock including, without limitation, questions
relating to the time limits or effectiveness of revocation of any
Elections and questions relating to computations as to allocations
will be
determined by Community and/or the Exchange Agent, whose determination
shall be conclusive and binding. Community shall have the absolute
right
to reject any and all Election Forms and Letters of Transmittal
not in
proper form or to waive any irregularities in any such form, although
it
does not represent that it will do so. Community and/or the Exchange
Agent
may, but are not required to, take reasonable action to inform
holders of
TBI Common Stock of any defects and may take reasonable action
to assist
such holders to correct any such defects; however, neither Community
nor
the Exchange Agent is under any obligation to notify a holder of
shares of
TBI Common Stock of any defect in an Election
Form.
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7.
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Important
Tax Information: Substitute
Form W-9. (a) Each
surrendering shareholder is required to provide Registrar and Transfer
Company with each share holder’s correct Taxpayer Identification Number
(“TIN”) on the above Substitute Form W-9 and to certify whether the
shareholder is subject to backup withholding. Failure to provide
such
information on the form may subject the surrendering shareholder
to
federal income tax withholding at the applicable withholding rate
on
payments made to such surrendering shareholders with respect to
the
shares. If such holder is an individual, the TIN is his or her
Social
Security number. A shareholder must cross out item (2) in Part
2 of
Substitute Form W-9 if such holder is subject to backup
withholding.
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(b)
Certain
holders (including, among others, all corporations and certain foreign
individual(s)), are exempt from the backup withholding and reporting
requirements. Exempt holders should indicate their exempt status by checking
the
box in the Substitute Form W-9 above. In order for a foreign individual to
qualify as an exempt recipient, such individual must submit a statement signed
under penalty of perjury, attesting to such individual’s exempt status. Forms of
such statements may be obtained from Registrar and Transfer Company. If backup
withholding applies, Registrar and Transfer Company is required to withhold
tax
at the applicable rate on any payments made to the holder or other payee.
Backup
withholding is not an additional tax. If withholding results in an overpayment
of taxes, a refund may be obtained from the Internal Revenue
Service.
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8.
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Inquiries.
All
inquiries with respect to the surrender of certificates of common
stock
should be made directly to the Exchange Agent, Registrar
and Transfer Company, at 0-000-000-0000, or via email to
xxxx@xxxx.xxx.
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