1
EXHIBIT 99.1
SUBSCRIPTION AGREEMENT
BANCTENN CORP.
(EXERCISE OF PREEMPTIVE RIGHTS)
The undersigned, having read the Prospectus of BancTenn Corp., dated
___________________, 2000, and in sole reliance on the information contained
therein, hereby subscribes to purchase ________________ shares of the common
stock of BancTenn Corp. at a price of $28.00 per share and, in submitting this
Subscription Agreement, agrees as follows:
1. Enclosed is the undersigned's check in the amount of
$__________________, payable to BancTenn Corp., which represents the
undersigned's offer to purchase _______________ shares at $28.00 per share.
2. The undersigned warrants and represents that he is a shareholder of
record as of _______________, 2000, and is therefore entitled to exercise
preemptive rights to purchase stock in the offering. The undersigned
acknowledges that BancTenn Corp. currently has 1,468,626 shares issued and
outstanding and is offering for sale 428,571 additional shares in the offering.
Preemptive rights entitle the undersigned to purchase a portion of the 428,571
shares based upon the undersigned's current ownership percentage of the
1,468,626 shares issued and outstanding.
3. This Subscription Agreement is submitted by the undersigned for the
purpose of exercising the undersigned's preemptive rights as set forth in the
Prospectus and, if so indicated below, to purchase additional shares in excess
of the undersigned' s preemptive rights.
4. Except for the exercise of preemptive rights, BancTenn Corp.
reserves the right to accept or reject any subscription for any reason
whatsoever. Except for the exercise of preemptive rights, BancTenn Corp. also
reserves the right to (i) accept a subscription for a number of shares less than
the number subscribed for by the undersigned and (ii) accept subscriptions for a
number of shares less than or greater than that number stated in the Prospectus.
5. If the portion of this Subscription Agreement seeking to purchase
shares in excess of the undersigned's preemptive rights is not accepted, or if
the number of additional shares approved is less than the number of shares
subscribed by the undersigned, the excess funds tendered by the undersigned
shall be returned by BancTenn Corp., without interest, within ______ days after
BancTenn Corp. has completed its actions in regard to this Subscription
Agreement.
6. The undersigned acknowledges that all shareholders' preemptive
rights will expire on ____________________, 2000. AFTER SUCH DATE, BANCTENN
CORP. SHALL BE PERMITTED TO SELL TO THE GENERAL PUBLIC, INCLUDING OTHER EXISTING
SHAREHOLDERS OF BANCTENN CORP., ANY SHARES NOT SUBSCRIBED FOR BY THE UNDERSIGNED
FOR WHICH THE UNDERSIGNED'S PREEMPTIVE RIGHTS HAVE EXPIRED.
7. A certificate representing the shares purchased by the undersigned
shall be issued by BancTenn Corp. and delivered to the undersigned within ______
days after the close of the offering. Shipment of such certificate(s) shall be
at the undersigned's sole risk.
8. The undersigned warrants that he, she or it is subscribing to
purchase the shares for investment purposes and for his, her or its own account,
and not with a view or expectation toward resale or distribution. The
undersigned further warrants that he, she or it is not acting as the agent for,
or in concert with, any other person, partnership, corporation, limited
liability company or other entity, other than as specifically set forth herein,
and is a bona fide resident of the state indicated below.
9. The undersigned certifies that (i) the social security number or
taxpayer identification number given herein is correct, and (ii) the undersigned
is not subject to backup withholding. If the undersigned has been notified by
the Internal Revenue Service that he, she or it is subject to backup withholding
because of under-reporting of interest or dividends, the undersigned must cross
through number (ii) above.
2
10. Please complete the following calculations to verify the number of
shares that you are entitled to purchase through the exercise of preemptive
rights and to show total subscription:
STEP 1: State number of shares currently owned _________________
STEP 2: Divide number of shares on Line 1 by 1,468,626;
carry number out to fourth decimal place
(e.g., .NNNN) _________________
STEP 3: Multiply 428,571 by the decimal number on Line 2* _________________
STEP 4: Indicate number of shares calculated on line 3 for
which the undersigned desires to exercise his, her
or its preemptive rights (cannot exceed the number
on line 3) _________________
STEP 5: Indicate additional number of shares requested _________________
STEP 6: Total number of shares subscribed
(add Lines 4 and 5) _________________
* This is the number of shares for which the undersigned has preemptive
rights, assuming 428,571 shares are sold in the offering. Preemptive rights
for any fractional shares will be rounded down to the nearest whole share.
Even if the actual number of shares sold in the offering is less than
428,571, the undersigned's preemptive rights subscription will be effective
for the total number of shares subscribed for above.
11. Form of stock ownership (see attached Guide for more information):
[ ] Individual [ ] Fiduciary Trust (Under Agreement Dated _____) [ ] Partnership
[ ] Joint Tenants [ ] *Uniform Transfer to Minors [ ] Corporation
[ ] Tenants in Common [ ] *Uniform Gift to Minors [ ] **XXX
_________________________
*Minor's social security number required. ** Custodian name and signature required.
Name Social Security or Tax I.D.
------------------------------------------------ --------------------------------
Name Telephone ( )
------------------------------------------------ --------------------------------------------------
Xxxxxx Xxxxxxx
----------------------------------------------------------------------------------------------------
Xxxx Xxxxx Zip Code
--------------------------------------- ---------------------------- ----------------------
State of Residence Date: , 2000
---------------------------------- -------------------------
12. Signatures:
_________________________________________ _____________________________________________
Name of Corporate or Other Entity Signature of Individual Purchaser
_____________________________________________
Typed or Printed Name of Individual Purchaser
By: _____________________________________ _____________________________________________
Officer or Authorized Representative Signature of Individual Purchaser
Title: __________________________________ _____________________________________________
Typed or Printed Name of Individual Purchaser
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS AND ARE NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK
INSURANCE FUND, OR ANY OTHER GOVERNMENTAL AGENCY. THIS SUBSCRIPTION AGREEMENT IS
MADE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN BANCTENN CORP.'S
PROSPECTUS DATED ________________, 2000.
--------------------------------------------------------------------------------
INVESTMENT PRODUCTS: NOT FDIC-INSURED O NOT BANK-GUARANTEED O MAY LOSE VALUE
--------------------------------------------------------------------------------
3
--------------------------------------------------------------------------------
GUIDE AND INSTRUCTIONS TO FORM OF STOCK OWNERSHIP
--------------------------------------------------------------------------------
ITEM 11 - The stock transfer industry has developed a uniform system of
shareholder registrations that we will use in the issuance of BancTenn Corp.'s
common stock. Print the name(s) in which you want the shares registered and the
mailing address of the registration. Include the first name, middle initial, and
last name of the shareholder. Avoid the use of two initials. Please omit words
that do not affect ownership rights, such as "Mrs.," "Mr.," "Dr.," "special
account," etc. SEE YOUR LEGAL OR FINANCIAL ADVISER IF YOU ARE UNSURE ABOUT THE
CORRECT REGISTRATION OF YOUR STOCK.
INDIVIDUAL - The shares are to be registered in an individual's name only. You
may not list any beneficiaries.
JOINT TENANTS - Joint tenants with right of survivorship identifies two or more
owners. When shares are 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 identify two or more owners. When
shares are held by tenants in common, upon the death of one co-tenant, ownership
of the shares 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.
INDIVIDUAL RETIREMENT ACCOUNT - Individual Retirement Account ("XXX") holders
may make share purchases from their deposits through a pre-arranged
"trustee-to-trustee" transfer. Shares may only be held in a self-directed XXX.
The Company cannot offer a self-directed XXX. The Subscription Agreement must be
completed and executed by the XXX Custodian. Please contact the Company if you
have any questions about your XXX account.
UNIFORM GIFT TO MINORS - For residents of many states, shares 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, shares may be held in a similar type
of ownership under the Uniform Gift to Minors Act of the individual states. For
either type of ownership, the minor is the actual owner of the shares with the
adult custodian being responsible for the investment until the child reaches
legal age. On the first line, print the first name, middle initial, and last
name of the custodian, with the abbreviation "CUST" and "Unif Xxxx Min Act" or
"Unif Gift Min Act" after the name. Print the first name, middle initial, and
last name of the minor on the second "NAME" line. Standard U.S. Postal Service
state abbreviations should be used to describe the appropriate state. For
example, shares held by Xxxx Xxx as custodian for Xxxxx Xxx under the Ohio
Transfer to Minors Act will be abbreviated Xxxx Xxx, CUST Xxxxx Xxx Unif Xxxx
Min Act. OH. Do not forget to use the minor's social security number. Only one
custodian and one minor may be designated.
CORPORATION/PARTNERSHIP - Corporations/Partnerships may purchase shares. Please
provide the Corporation's/Partnership's legal name and its tax identification
number.
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 shares may not be registered in a fiduciary capacity. 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 either 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. An example of fiduciary ownership of stock in the case
of a trust is: "Xxxx X. Xxxxx, Trustee for Xxxxxx X. Xxxxx Trust Under Agreement
Dated June 9, 1998."
