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EXHIBIT 1.2
SUBSCRIPTION AGREEMENT
FRANKLIN CAPITAL TRUST I
FRANKLIN FINANCIAL CORPORATION
To be completed in full by each prospective investor. Complete, date,
and sign this Subscription Agreement. Place the Subscription Agreement in an
addressed and stamped envelope and mail or deliver it to Franklin Capital Trust
I, c/o Xxxxxx Xxxxxx & Company, Inc. 00 X. Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxxx
00000, Attention: _________________. Checks should be payable to "Franklin
Capital Trust I" and must be tendered with this Subscription Agreement, or, in
the alternative, payment may be made by wire transfer. For wiring instructions,
contact ____________________ at ____________________.
This Subscription Agreement (the "Subscription Agreement"), is
submitted to Franklin Capital Trust I, a Delaware business trust ( the "Trust")
and Franklin Financial Corporation (the "Company") in connection with an
offering of preferred securities of the Trust, liquidation amount $1,000 per
preferred security (the "Preferred Securities"). The Preferred Securities
represent an indirect interest in subordinated debentures issued by the Company,
as described in the prospectus of the Trust and the Company dated __________ ,
2000 (the "Prospectus"). The undersigned (the "Subscriber") hereby subscribes
for and agrees to purchase the number of Preferred Securities set forth on the
signature page hereto.
The Subscriber, as evidenced by the execution of this Subscription
Agreement understands, warrants, represents and covenants that:
1. This Subscription is subject to each of the following terms and
conditions:
a. the Company and Trust have the right to accept or reject this
Subscription, in whole or in part, for any reason, without being obligated to
specify any cause for such action whatsoever;
b. any Preferred Securities issued on account of this Subscription will
be registered in the name of the Subscriber;
c. this Subscription may not be terminated or revoked by the Subscriber
without the prior written consent of the Company; and
d. this Subscription is not complete unless it is accompanied by a
check or until funds are received via wire transfer.
2. Subscriber understands that the closing is expected to occur on or
before _____________, 2000, unless the Trust and the Company decide to extend
the offering for an additional thirty (30) days. The Trust and the Company are
entitled, at their discretion, to extend the offering without giving notice to
Subscriber.
3. This offering is being made on a "best efforts" basis on behalf of
the Trust and the Company by Xxxxxx Xxxxxx & Company, Inc. All funds received as
subscriptions shall be deposited in an escrow account with an independent escrow
agent until the offering is completed. If the Trust has not received
subscriptions for at least 10,000 Preferred Securities by _______________, 2000
(or, if applicable, by the end of the extension period provided for in paragraph
2 above), all funds placed in the escrow account shall
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be returned to the subscribers, with interest payable at the federal funds rate
of interest. Once the offering is completed, the escrow agent will release all
funds to the Trust, which will use the funds to purchase the subordinated
debentures of the Company.
4. The undersigned is a bona fide permanent resident of, or a
corporation, partnership in other entity domiciled in the State set forth on the
signature page hereto.
5. THE PREFERRED SECURITIES OFFERED BY THE TRUST ARE NOT A DEPOSIT AND
WILL NOT BE INSURED BY THE FDIC, THE BANK INSURANCE FUND, THE SAVINGS
ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY, PERSON OR ENTITY.
6. Each Subscriber makes the representations, warranties and
undertakings herein as an inducement to the Company and the Trust to sell the
Preferred Securities to the Subscriber, agrees that the Company and the Trust
may rely on all such representations, warranties and undertakings, and agrees to
indemnify the Company and the Trust with respect to the sale of the Preferred
Securities to the Subscriber and this Agreement, and to hold each of such
persons harmless against all liabilities, costs or expenses (including attorneys
fees) arising by reason of or in connection with any misrepresentation or any
breach of such warranties by the Subscriber, or arising out of any failure of
the Subscriber to fulfill any of the Subscriber's covenants or agreements
herein.
7. By the Subscriber's signature below, the Subscriber represents and
warrants to the Trust that the Subscriber has received and carefully reviewed
both the Prospectus (which contains detailed information concerning the Trust,
the Company, the offering and the Preferred Securities) and this Subscription
Agreement; the Subscriber is subscribing to the Preferred Securities solely in
reliance upon the information in the Prospectus and the Subscriber's own
business judgment; the Subscriber agrees not to rely on any statement not
contained in the Prospectus (and any written amendment to the Prospectus); the
Subscriber is an institutional investor capable of evaluating this investment;
and this investment in the Preferred Securities meets the Subscriber's
investment objectives.
8. This Subscription Agreement is binding upon the heirs, executors,
administrators, successors and assigns of the undersigned.
9. Preferred Securities purchased by the undersigned shall be
registered as listed below. (If Preferred Securities are to be registered in
more than one name, please specify whether ownership is to be as tenants in
common, joint tenants, etc. If Preferred Securities are to be registered in one
person's name for the benefit of another, please indicate whether registration
should be as Trustee or Custodian for such person, and if a Trustee, please
provide full name and date of such Trust).
10. Under penalties of perjury, the undersigned certifies that (a) the
taxpayer identification number shown on this form is correct and (b) the
undersigned is not subject to backup withholding because (i) the undersigned has
not been notified that the undersigned is subject to backup withholding as a
result of a failure to report all interest and dividends or (ii) the Internal
Revenue Service has notified the undersigned that the undersigned is no longer
subject to backup withholding. (If you have been notified that you are subject
to backup withholding and the Internal Revenue Service has not advised you that
backup withholding has been terminated, strike out item (b).)
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IN WITNESS WHEREOF, this Subscription Agreement has been executed by
the undersigned on the ________________________ day of ________________, 2000.
TYPE OF OWNERSHIP (Check One)
[ ] INDIVIDUAL OWNERSHIP (One [ ] CORPORATION (Please
Signature Required) include Certified Corporate
Resolution authorizing
Signature)
[ ] TRUST (Please include name of [ ] PARTNERSHIP (Please
Trust, name of Trustee, date Trust include a copy of the Certificate
was formed and a copy of the of Partnership or Partnership
Trust Agreement or other authorization) Agreement authorizing signature)
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Individual Investor Signature
OR
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(Entity)(Print Name of Entity)
Number of Preferred Shares Subscribed For: By:
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Print Name:
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-------------------------- Title:
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Method of Payment (Check One):
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- Check (enclosed) (Print or Type Name desired on Company
- Wire Transfer records)
State of Domicile: ------------------------------------
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Social Security or Tax I.D. #
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Address (Residence for Individuals;
Principal Business for others)
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City State Zip Code
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[TO BE EXECUTED BY COMPANY AND TRUST ONLY]
ACCEPTANCE
This Subscription Agreement is hereby accepted on behalf of the Company
and Trust.
Date:_______________, 2000 FRANKLIN CAPITAL TRUST I
By:
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Its:
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FRANKLIN FINANCIAL CORPORATION
By:
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Its:
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