EXHIBIT 99.2
VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT
BY THE CLOSE OF BUSINESS ON THE EXPIRATION DATE
CONTROL NO._________ ACCOUNT NO.____________
SUBSCRIPTION CERTIFICATE
TOWER FINANCIAL CORPORATION
RIGHTS TO PURCHASE COMMON STOCK
RIGHTS HOLDER NAME(S):_______________________________________________________
RIGHTS REPRESENTED BY THIS SUBSCRIPTION CERTIFICATE: _______________________
MAXIMUM PRIMARY SUBSCRIPTION SHARES AVAILABLE: ________________________
EXPIRATION DATE: CLOSE OF BUSINESS ON
AUGUST 21, 2002 SUBSCRIPTION PRICE: $10.75 PER SHARE
This Subscription Certificate entitles the Rights Holder named above to
subscribe to purchase up to the number of shares stated above (next to the
caption "Maximum Primary Subscription Shares Available") of Common Stock,
without par value, of Tower Financial Corporation, an Indiana corporation (the
"Company"), pursuant to the Rights Offering described in the Company's
Prospectus, dated July 22, 2002, which accompanied this Subscription Certificate
(the "Prospectus"). The terms and conditions of the Rights Offering are set
forth in the Prospectus and are incorporated by reference in this Subscription
Certificate. This Subscription Certificate evidences rights you have received
because you were a shareholder of the Company on May 31, 2002.
Rights Holders may purchase one share of Common Stock at the Subscription
Price stated above for every two Rights held. The Company will not issue
fractional shares. The Company reserves the right to amend or terminate the
Rights Offering at any time prior to its completion. If the Company terminates
the Rights Offering, any subscription funds previously tendered will be returned
promptly, without deduction or interest.
Shareholders who subscribe for the maximum primary subscription shares
available, as stated above, will have an oversubscription privilege which will
entitle them to subscribe for shares, at the Subscription Price stated above,
that other Rights Holders decline to purchase, up to a maximum combined
subscription of 100,000 shares per subscriber. If the number of shares available
for oversubscriptions is less than the total number requested by shareholders
who exercise the oversubscription privilege, the Company will allocate the
available shares among the oversubscribing shareholders proportionately based on
the relative numbers of requested shares.
THIS SUBSCRIPTION CERTIFICATE IS NOT TRANSFERABLE.
THE SHARES OF COMMON STOCK ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OBLIGATIONS OF ANY BANK AND ARE NOT INSURED BY THE BANK INSURANCE FUND OF THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
IN ORDER TO EXERCISE YOUR RIGHTS, YOU MUST PROPERLY COMPLETE AND SIGN THE
REVERSE SIDE OF THIS SUBSCRIPTION CERTIFICATE AND DELIVER IT, ALONG WITH PAYMENT
OF THE ENTIRE SUBSCRIPTION PRICE FOR ALL SHARES FOR WHICH YOU ARE SUBSCRIBING,
TO THE SUBSCRIPTION AGENT ON OR BEFORE THE EXPIRATION DATE STATED ABOVE. ANY
SUBSCRIPTION TENDERED TO THE SUBSCRIPTION AGENT IS IRREVOCABLE. THE SUBSCRIPTION
AGENT IS XXXXXXXXX TRUST COMPANY, N.A.
Please see the Instructions and the Prospectus accompanying this
Subscription Certificate.
Dated: July 22, 2002 TOWER FINANCIAL CORPORATION
By: _______________________________
Xxxxxx X. Xxxxxxxx
Chairman of the Board, President
and Chief Executive Officer
TO SUBSCRIBE FOR YOUR PRIMARY SHARES, please complete line "A" below. The
maximum number of primary subscription shares available is set forth on the
front of this Subscription Certificate. Subscriptions may be made only for whole
shares.
TO SUBSCRIBE FOR ANY OVERSUBSCRIPTION SHARES, please complete line "B" below.
Only shareholders who have subscribed for the maximum primary subscription
shares available with their rights may subscribe for additional shares by
exercising the oversubscription privilege. Your combined subscription cannot
exceed 100,000 shares.
Example: If your maximum primary subscription shares available is 2,500
shares, you may subscribe for up to 97,500 additional shares by
exercising the oversubscription privilege only if you subscribe for
the full 2,500 primary subscription shares.
PLEASE NOTE: Any excess subscription funds due to limited availability of
oversubscription shares will be refunded, without deduction or interest.
EXERCISE OF RIGHTS AND OVERSUBSCRIPTION PRIVILEGE
The undersigned Rights Holder irrevocably subscribes for shares of the
Company's Common Stock, without par value, on the terms and conditions of the
Rights Offering described in the Prospectus, as follows:
A. PRIMARY SUBSCRIPTION: NO. SHARES ____________ X SUBSCRIPTION PRICE: $10.75 = PAYMENT TENDERED: $__________
B. OVERSUBSCRIPTION*: NO. SHARES _____________ X SUBSCRIPTION PRICE: $10.75 = PAYMENT TENDERED: $__________
C. TOTAL AMOUNT OF PAYMENT ENCLOSED: $__________
(or amount in notice of guaranteed delivery)
* Oversubscription privilege may be exercised only if you subscribe for the
maximum primary subscription shares available.
PAYMENT. Full payment for both the primary and oversubscription shares must
accompany this Subscription Certificate or a notice of guaranteed delivery.
Payment may be made by check (including personal check) drawn on a U.S. bank or
by postal, telegraphic or express money order. Payment may not be made in cash
or by wire transfer. Checks and money orders should be payable in U.S. dollars
to "EquiServe Trust Company, N.A., as Subscription Agent for Tower Financial
Corporation." Please reference your control number (shown on the front of this
Subscription Certificate) on your check or money order.
THIS SUBSCRIPTION CERTIFICATE MUST BE PROPERLY COMPLETED, SIGNED AND
DELIVERED, ALONG WITH PAYMENT OF THE ENTIRE SUBSCRIPTION PRICE FOR ALL SHARES
FOR WHICH THE RIGHTS HOLDER IS SUBSCRIBING, TO THE SUBSCRIPTION AGENT BY THE
CLOSE OF BUSINESS ON THE EXPIRATION DATE. Delivery may be made by mail,
overnight courier or hand delivery, as follows:
By Mail: By Overnight Courier: By Hand Delivery:
------- -------------------- -----------------
EquiServe Trust Co. EquiServe Trust Co. Securities Transfer
Attn: Corporate Actions Attn: Corporate Actions & Reporting
Post Office Box 00000 00 Xxxxxxxxxx Xxxxx c/o EquiServe Trust Co.
Providence, RI 02940-3025 Braintree, MA 02189 000 Xxxxxxx'x Xx. Xxxxxxxx
Xxx Xxxx, XX 00000
SIGNATURE
(Please complete all applicable information. The signature(s)
must correspond exactly with the Rights Holder name(s) printed
on the front of this Subscription Certificate)
The undersigned Rights Holder acknowledges receipt of the Prospectus and
understands that this subscription, once tendered to the Subscription Agent, is
irrevocable.
Signature(s): ___________________________________________________ Date: ____________________________________, 2002
Printed Name of Signer(s): ________________________________________ Daytime Phone: _________________________________
Title of Signer, if signing in a representative capacity:______________________________________________________________
Taxpayer I.D. No. or Social Security No. of Rights Holder: ____________________________________________________________
Address: ______________________________________________________________________________________________________________
(Complete only if stock certificate or refund is to be mailed to an address other than address shown on front)
