EXHIBIT 99.1(a)
BLUE RIVER BANCSHARES, INC.
SHELBYVILLE, INDIANA
SHAREHOLDER RIGHTS AGREEMENT
Blue River Bancshares, Inc. is conducting a rights offering in which it
will issue up to 555,555 shares of its common stock. The terms of the rights
offering entitle the holders of our common stock as of the close of business on
the record date of , 2003 to receive one (1) subscription right for
every share of our common stock held. Each subscription right you have entitles
you to subscribe for and purchase .3584 shares of our common stock, rounded down
to the nearest whole number, at a subscription price of $4.50 per share. This is
your basic subscription privilege.
If any shares of common stock are not purchased by the exercise of the
basic subscription privilege, you may be able to purchase additional shares by
the exercise of your over-subscription privilege. Your over-subscription
privilege entitles you to purchase an additional number of our shares, subject
to the limits on the number of additional shares that may be purchased. These
limitations are described in our prospectus delivered to you dated ,
2003 in the section entitled "The Rights Offering" under the subsections "What
is the Over-Subscription Privilege?" and "How Do I Exercise My Over-Subscription
Privilege?".
We will only permit you to exercise your over-subscription privilege if:
- you specify below your intent to exercise your over-subscription
privilege, subject to the terms and conditions of the rights offering,
and
- the aggregate payment delivered or transmitted by you exceeds the
aggregate price you must pay to purchase all shares you are entitled to
purchase upon the exercise of your basic subscription privilege.
Set forth below is the number of shares which you own of record as of
, 2003. The number of subscription rights evidenced by this
shareholder rights agreement and which you are entitled to exercise pursuant to
your basic subscription privilege is determined by multiplying the number of
shares set forth above by .3584 and rounding down to the nearest whole number.
For example, if you own 100 shares of record, your basic subscription privilege
would be 35, calculated by multiplying 100 by .3584, which equals 35.84, and
rounding 35.84 down to the nearest whole number, or 35.
For a more complete description of the terms and conditions of the rights
offering, please refer to the prospectus, which is incorporated herein by
reference. Copies of the prospectus are available upon request from Xxxxxxxx X.
Xxxxxx, President, at (000) 000-0000.
Our subscription agent must receive this shareholders rights agreement with
payment in full by 5:00 p.m., eastern standard time, on the expiration date of
the rights offering, which is , 2003.
Any subscription rights not exercised prior to , 2003 will expire
and no longer be exercisable. Any exercise of a subscription right for shares of
our common stock in the rights offering is irrevocable. We will issue
certificates representing shares of common stock purchased in the rights
offering as soon as practicable following the expiration date.
We encourage you to review the prospectus and instructions before
exercising your subscription rights. The subscription rights are not assignable
or transferable.
[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
RIGHTS HOLDER REPRESENTATIONS AND ACKNOWLEDGMENTS
As an inducement to Blue River to accept this shareholder rights agreement,
the undersigned hereby acknowledges, understands and agrees as follows:
(a) The undersigned was a shareholder of record or the beneficial
owner of shares of Blue River on , 2003.
(b) The shareholder rights agreement and the exercise of rights
evidenced by the shareholder rights agreement may be rejected, in whole or
in part, at the sole discretion of Blue River. In the event that this
shareholder rights agreement, and the exercise of rights evidenced by the
shareholder rights agreement, is rejected by Blue River for whatever
reason, all funds that the undersigned has paid pursuant to this
shareholder rights agreement will be promptly returned, without interest
thereon, as soon as practicable after such rejection.
(c) The representations, warranties, agreements and information
provided by the undersigned herein shall be relied upon by Blue River when
issuing shares of its common stock upon the exercise of the basic
subscription privilege and over-subscription privilege of the undersigned.
(d) This shareholder rights agreement shall be binding upon and inure
to the benefit of the undersigned's heirs, successors and representatives.
The undersigned shall not transfer or assign his interest under this
shareholder rights agreement.
(e) This shareholder rights agreement shall be construed in accordance
with and governed by the laws of the State of Indiana, without regard to
choice of law principles.
(f) All information contained in this shareholder rights agreement
with respect to the undersigned shall be true, accurate and complete on the
date of this agreement and on the date that this agreement is accepted by
Blue River. The undersigned shall indemnify and hold harmless Blue River
and its directors, officers, employees and agents from and against all
claims, losses, damages and liabilities, including without limitation
reasonable attorneys' fees and costs, resulting from or arising out of any
misrepresentation or any inaccuracy in or breach of any statement or
provision by the undersigned contained in this shareholder rights
agreement.
[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
2
EXERCISE OF RIGHTS
The undersigned hereby irrevocably exercises one or more subscription
rights to subscribe for shares of the common stock of Blue River as indicated
below, on the terms and subject to the conditions specified in the prospectus of
Blue River dated , 2003, receipt of which is hereby acknowledged.
(a) Number of rights exercised pursuant to the basic subscription
privilege:
---------------------------- X .3584 = -----------
(not to exceed number of (round down)
shares owned on record date) (A)
---------------------------- X $4.50 = $
(A) --------------- payment
(b) Maximum number of rights which may be subscribed for pursuant to
the over-subscription privilege:
(divided by) 1,550,454 ----------------------
---------------------------- = (A)
(number of shares owned on
record date)
---------------------------- X 2,961,705 = ----------------------
(A) (B)
---------------------------- - ------------------- = ----------------------
(B) (amount of shares owned (C)
on record date)
---------------------------- - ------------------- = ----------------------
(C) (amount of shares to be (D)
received pursuant to
full exercise of basic
subscription rights)
---------------------------- (divided by) .3584 ----------------------
(D) (E)
(c) Number of rights exercised pursuant to the over-subscription
privilege:
---------------------------- X .3584 = -----------
(not to exceed amount listed (round down)
on line (E) above) (F)
---------------------------- X $4.50 = $ ---------------
(F) payment.
(this represents the total number of shares
subscribed for pursuant to the over-subscription
privilege)
By exercising the over-subscription privilege, the undersigned
represents and certifies that the undersigned has fully exercised its basic
subscription privilege.
(d) Total Subscription: This is equal to the total amount of the
payments listed under sections (a) and (c). The total subscription price is
$ .
If the aggregate payment enclosed or transmitted is insufficient to
purchase the total number of shares of common stock included in lines (a) and
(c), or if the number of shares being subscribed for is not specified, you will
be considered to have subscribed for the maximum number of shares of common
stock that could be subscribed for with the payment enclosed or transmitted. If
the number of shares of common stock to be subscribed for pursuant to the
over-subscription privilege is not specified and the amount enclosed or
transmitted exceeds the total purchase price for all shares which may be
purchased upon the exercise of your basic subscription privilege, you will be
considered to have exercised your over-subscription privilege to
3
purchase, to the extent available, the maximum number of shares of common stock
that could be purchased with the payment enclosed or transmitted, subject to the
limit on the number of shares you may purchase upon the exercise of your
over-subscription privilege.
To the extent any portion of the payment enclosed or transmitted remains
after applying the above procedures, these funds will be mailed to you without
interest as soon as practicable after the expiration date of the rights
offering. The number of additional shares of our common stock that you will be
entitled to purchase if you exercise your over-subscription privilege will be
limited. The maximum number of shares you will be entitled to purchase upon the
exercise of your over-subscription privileges may be on a pro rata basis with
other shareholders exercising their over-subscription privileges.
4
METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOX(ES)):
[ ] Check, bank draft, or money order payable to "Blue River Bancshares, Inc.";
or
[ ] Wire transfer of immediately available funds directed to:
Wire to:
----------------------------------------------------------------
ABA#:
----------------------------------------------------------------
Further Credit:
----------------------------------------------------------------
Account #:
----------------------------------------------------------------
Further Credit:
----------------------------------------------------------------
Account #:
----------------------------------------------------------------
IN WITNESS WHEREOF, the undersigned (has/have) executed this Shareholder
Rights
Agreement this
------------------ day of
---------------------------------------------------------------, 2003.
Rights holder's Signature(s)
--------------------------------------------------------------------------------
Rights holder's Signature(s)
----------------------------------------------------------------- (If held
jointly)
Telephone No. (
------------)
-------------
------------------------
DELIVERY INSTRUCTIONS
Address for mailing of Common Stock certificate in accordance with the
prospectus if other than shown on the first page hereof:
Name:
--------------------------------------------------------------------------------
Address:
--------------------------------------------------------------------------------
Rights holder's Signature(s):
--------------------------------------------------------------------------------
Rights holder's Signature(s):
---------------------------------------------------------------- (If held
jointly)
Signatures Guaranteed by:
--------------------------------------------------------------------------------
Note: If the addressee above is not a commercial bank, broker, dealer, credit
union, national securities exchange or savings association or the shareholder
named on this shareholder rights agreement, then the shareholder completing this
shareholder rights agreement must have a commercial bank, broker, dealer, credit
union, national securities exchange or savings association guarantee such rights
holder's signature.
5
