ELECTION FORM AND LETTER OF TRANSMITTAL
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 Citizens National
Bancshares, Inc. (“Citizens”), Farmers Capital Bank Corporation (“Farmers
Capital”) and FCBC Acquisition Subsidiary, LLC (successor by
assignment to FCBC Subsidiary, Inc.) (“FCBC Acquisition”), whereby Citizens
will merge (the “Merger”) with and into Farmers Capital’s wholly-owned
subsidiary, FCBC Acquisition, which will be the surviving
corporation.
EXCHANGE
AGENT: AMERICAN STOCK TRANSFER & TRUST COMPANY
|
By
Mail or Overnight Courier:
American
Stock Transfer & Trust Company
Operations
Center
Attn:
Reorganization Department
0000
00xx Xxxxxx
Xxxxxxxx,
XX 00000
|
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
, 2006
|
By
Hand:
American
Stock Transfer & Trust Company
Attn:
Reorganization Department
00
Xxxxxx Xxxx
Xxx
Xxxx, XX
00000
|
|
DESCRIPTION
OF CERTIFICATES SURRENDERED
|
||
|
Certificate(s)
Enclosed (Attach list if necessary)
|
||
|
(See
Instructions)
Name(s)
and Address of Registered Holder(s)
|
Certificate
Numbers
|
Total
Number of Shares
Represented
by Certificate(s)
|
|
TOTAL
SHARES
|
||
If
you have lost any of your Citizens stock certificates, follow the
instructions set forth
in
Instruction B5 and do not send in this
Election Form until your stock certificates are
replaced.
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
, 2006 - See Instruction A3)
| o |
ALL
STOCK ELECTION: Exchange all shares of Citizens Common Stock listed
above
for shares of Farmers Capital Common Stock (you will receive cash in
lieu of any fractional shares) (“Stock
Election”)
|
| o |
PARTIAL STOCK
ELECTION: Exchange ____________ shares of Citizens Common Stock listed
above for shares of Farmers Capital Common Stock and the remainder in
cash (“Partial Election”). (Please write in the blank the number of shares
you would like to exchange for Farmers Capital Common
Stock)
|
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
“NON-ELECTING
SHARES” (SEE
INSTRUCTION A7). IF YOU PREFER ALL CASH CONSIDERATION, DO NOT RETURN THIS FORM
OR YOUR STOCK CERTIFICATES UNTIL YOU RECEIVE FURTHER INSTRUCTIONS. 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, 50%
of
Citizens Common Stock will be converted into Farmers Capital Common Stock
and 50% of Citizens Common Stock will be converted into cash. Farmers
Capital cannot, therefore, ensure that all Citizens 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 now (and will
have
at the effective time of the Merger) full power and authority to submit, sell,
assign and transfer the above-described shares of Citizens Common Stock
and good title to such shares, and Farmers Capital will aquire such shares
in the Merger 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 Citizens Common Stock for certificates representing shares of Farmers
Capital 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,
successors and 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.
|
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 names 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 Name(s))
Address: _____________________________________
_____________________________________
(including zip code)
Dated:_____________________
|
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 Name(s))
Address: _____________________________________
_____________________________________
_____________________________________
(including
zip code)
|
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
|
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.: ____________________
|
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.
|
2
|
PAYER’S
NAME: FARMERS CAPITAL BANK
CORPORATION
|
||
|
SUBSTITUTE
Form
W-9
Department
of the Treasury
Internal
Revenue Service
Payer’s
Request for Taxpayer
Identification
Number
(See
Instruction No. B7.)
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
o
Other
_______________________________
Address
(number and street)
_____________________________
City,
State and Zip Code
|
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
|
_______________________________________
Social
Security Number
OR
_______________________________________
Employee
Identification Number
|
|
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).
|
||
|
Certification
Instruction - You
must cross out item 2 above if you have been notified by the IRS
that you
are currently subject to 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.
SIGNATURE:
______________________________ DATE: _______________,
20__.
|
||
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
|
1.
|
Time
in which to Make an Election. To
be effective, this properly completed Election Form accompanied by
the stock certificate(s) representing all of the holder’s shares
of Citizens 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 American Stock Transfer & Trust 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 ,
2006. Holders of Citizens 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
Citizens shareholder. Sending by mail, registered mail, properly
insured,
with return receipt requested, is
recommended.
|
|
2.
|
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 Citizens Common
Stock certificate(s) that you are 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.
|
|
3.
|
Election
Options.
In the box marked “Election Options” indicate whether you would like to
receive in exchange for your shares of Citizens Common Stock, only
shares
of Farmers Capital Common Stock (“Stock Election”) or a combination of
Farmers Capital Common Stock and cash (“Partial Election”). Xxxx only
one selection in this section. If you desire all cash consideration,
do
not return this Election Form or your Citizens stock certificates
at this
time. The Exchange Agent will contact you with further instructions.
The
Merger Agreement limits the amount of cash
and
|
3
|
|
the
amount of Farmers Capital 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 ___ of the proxy
statement-prospectus.
|
|
4.
|
Revocation
of Election.
A
holder of shares of Citizens 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.
|
|
5.
|
Joint
Forms of Election.
Holders of shares of Citizens 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 (i) by persons submitting
certificates registered in different forms of the same name; for
example,
to a “Xxxx Xxxxx” on one certificate and “X Xxxxx” on another and (ii) 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 Citizens 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.
|
|
6.
|
Forms
of Election for Nominees.
Any record holder of shares of Citizens 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 Citizens Common Stock owned by such
record
holder. However, upon the request of Farmers Capital such record
holders
will be required to certify to the satisfaction of Farmers Capital
that
such record holder holds such shares of Citizens 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 Citizens for purposes of allocating Farmers Capital
Common
Stock and cash payments to be issued upon consummation of the
Merger.
|
|
7.
|
Shares
as to Which No Election is Made.
Holders of shares of Citizens Common Stock who fail to submit a properly
completed Election Form together with certificates representing their
shares of Citizens 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 Citizens Common Stock (“Non-Electing Shareholder”), shall have
their shares of Citizens Common Stock converted into the right to
receive
a cash payment, 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 tendered.
|
|
B.
|
General.
|
|
1.
|
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
Citizens
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).
|
(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 Xxxxxxxx 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 person 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.
(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.
|
2.
|
Special
Payment and/or Issuance Instructions.
If checks or certificates representing Farmers Capital 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
Citizens 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.
|
|
3.
|
Stock
Transfer Taxes. It
will be a condition to the issuance of any check or certificate
representing shares of Farmers Capital Common Stock in any name(s)
other
than the name(s) in which the surrendered certificate(s) for shares
of
Citizens Common Stock is (are) registered that the person(s) requesting
the issuance of such check or
certificate
|
4
|
|
representing
shares of Farmers Capital 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.
|
|
4.
|
Special
Delivery Instructions.
If checks or certificates representing shares of Farmers Capital
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.
|
|
5.
|
Lost
Certificate.
If your certificate(s) representing shares of Citizens Common Stock
has
(have) been lost, stolen or destroyed, you must contact American
Stock
Transfer & Trust Company at (000) 000-0000 or (000) 000-0000. 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 shares will be deemed “Non-Electing
Shares”.
|
|
6.
|
Determination
of Questions. All
questions with respect to this Election Form and Elections made
by holders
of shares of Citizens 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 Farmers Capital and/or the Exchange Agent,
whose
determination shall be conclusive and binding. Farmers Capital
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. Farmers
Capital
and/or the Exchange Agent may, but are not required to, take reasonable
action to inform holders of Citizens Common Stock of any defects
and may
take reasonable action to assist such holders to correct any such
defects;
however, neither Farmers Capital nor the Exchange Agent is under
any
obligation to notify a holder of shares of Citizens Common Stock
of any
defect in an Election Form.
|
|
7.
|
Important
Tax Information: Substitute
Form W-9. (a) Each
surrendering shareholder is required to provide American Stock
Transfer & Trust Company with each shareholder’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.
|
(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 American Stock Transfer & Trust
Company. If backup withholding applies, American Stock Transfer & Trust
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.
|
8.
|
Inquiries.
All
inquiries with respect to the surrender of certificates of common
stock
should be made directly to the Exchange Agent, American
Stock Transfer & Trust Company , 0-000-000-0000 or
0-000-000-0000.
|
5
