ELECTION FORM AND LETTER OF TRANSMITTAL
Exhibit
99.2
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 The Bancshares, Inc.
(“TBI”), Community Bank Shares of Indiana, Inc. (“Community”) and CBIN
Subsidiary, Inc. (“CBIN Subsidiary”), whereby TBI will merge (the “Merger”) with
and into Community’s wholly-owned subsidiary, CBIN Subsidiary, which will be the
surviving corporation.
EXCHANGE
AGENT: THE ▇▇▇▇▇ COUNTY STATE BANK
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Mailing
and Street Address:
▇▇▇▇▇
County State Bank
▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
P.O.
Box 158
Scottsburg,
Indiana 47170
Attn:
▇▇▇▇▇ ▇▇▇▇▇
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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 June 30,
2006.
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If you have previously submitted a properly completed Election
Form
and your stock certificates, you need not submit this Election
Form.
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DESCRIPTION
OF CERTIFICATES SURRENDERED
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Certificate(s)
Enclosed (Attach list if necessary)
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(See
Instructions)
Name(s)
and Address of Registered Holder(s)
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Certificate
Numbers
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Total
Number of Shares
Represented
by Certificate(s)
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TOTAL
SHARES
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If
you have lost any of your TBI stock certificates please contact The
▇▇▇▇▇ County State Bank at (▇▇▇) ▇▇▇-▇▇▇▇ (See Instruction
B(5)).
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ELECTION
OPTIONS (MARK ONLY ONE BOX) EXPIRATION 5:00 ▇.▇. ▇▇▇,
ON
THE DATE BEFORE THE CLOSING DATE OF THE MERGER
(Current
Anticipated Closing Date is June 30, 2006 - See Instruction
A(3))
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ALL
STOCK ELECTION: Exchange all shares of TBI Common Stock listed above
for
shares of Community Common Stock (you will receive cash in lieu of
any
fractional shares) (“Stock
Election”)
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PARTIAL STOCK
ELECTION: Exchange ____________ shares of TBI Common Stock listed
above
for shares of Community Common Stock and the remainder in cash (“Partial
Election”). (Please write in the blank the number of shares you would like
to exchange for Community Common
Stock)
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ALL
CASH:
If
you desire to receive all cash consideration, you need not return this Election
Form or your TBI stock certificate(s) at this time.
You
will receive a different Letter of Transmittal at a later date.
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
CASH ELECTION SHARES. 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, 65% of TBI Common Stock will be converted into Community Common Stock
and
35% of TBI Common Stock will be converted into cash (at the rate of $150 per
share of TBI Common Stock). Community cannot,
therefore,
ensure that all TBI 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 joint proxy statement-prospectus you have been
provided.
The
undersigned represents and warrants that the undersigned has full power and
authority to submit, sell, assign and transfer the above described shares of
TBI
Common Stock and that when accepted for exchange by Community, Community will
acquire good and unencumbered title thereto, 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 TBI Common Stock accompanying
evidence of transfer and authenticity, for certificates representing shares
of
Community 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,
successor sand 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.
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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 name 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 Names)
Address: _____________________________________
_____________________________________
_____________________________________
(including zip code)
Dated:_____________________
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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 Names)
Address: _____________________________________
_____________________________________
_____________________________________
(including
zip code)
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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
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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.: ____________________
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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.
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PAYER’S
NAME: COMMUNITY BANK SHARES OF INDIANA, INC.
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SUBSTITUTE
Form
W-9
Department
of the Treasury
Internal
Revenue Service
Payer’s
Request for Taxpayer
Identification
Number
(See
Instruction No. B.)
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
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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
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_______________________________________
Social
Security Number
OR
_______________________________________
Employee
Identification Number
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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).
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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.
For real estate transactions, item 2 does not apply. For mortgage
interest
paid, acquisition or abandonment of secured property, cancellation
of
debt, contributions to an individual retirement arrangement (IRA),
and
generally, payments other than interest and dividends, you are not
required to sign the Certification, but you must provide your correct
TIN.
SIGNATURE:
______________________________ DATE: _______________,
20__.
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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
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1.
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Time
in which to Make an Election. To
be effective, a properly completed Election Form accompanied by the
stock
certificate(s) representing all of the holder’s shares of TBI 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 The ▇▇▇▇▇ County State Bank, 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 June
30, 2006. Holders of TBI 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 TBI
shareholder. Sending by mail, registered mail, properly insured,
with
return receipt requested, is recommended. If you have
previously submitted a properly completed Election Form and your
stock
certificates, you need not submit this Election
Form.
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2.
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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 TBI Common
Stock certificate(s) that you are
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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.
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3.
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Election
Options.
In the box marked “Election Options” indicate whether you would like to
receive in exchange for your shares of TBI Common Stock, only shares
of
Community Common Stock (All Stock Election) or a combination of Community
Common Stock and cash (Partial Stock Election). ▇▇▇▇ only one selection
in
this box. If you desire all cash consideration, do not return this
Election Form or your TBI stock certificates at this time. The Merger
Agreement limits the amount of cash and the amount of Community 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 50 of the
joint proxy statement-prospectus.
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4.
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Revocation
of Election.
A
holder of shares of TBI 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.
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5.
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Joint
Forms of Election.
Holders of shares of TBI 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 by persons submitting
certificates registered in different forms of the same name to a
“▇▇▇▇
▇▇▇▇▇” on one certificate and “▇ ▇▇▇▇▇” on another; and 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 TBI 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.
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6.
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Forms
of Election Nominees.
Any record holder of shares of TBI 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 TBI Common Stock owned by such record
holder. However, upon the request of Community such record holders
will be
required to certify to the satisfaction of Community that such record
holder holds such shares of TBI 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
TBI for
purposes of allocating Community Common Stock and cash payments to
be
issued upon consummation of the
Merger.
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7.
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Shares
as to Which No Election is Made.
Holders of shares of TBI Common Stock who fail to submit a properly
completed Election Form together with certificates representing their
shares of TBI 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
TBI Common Stock (“Non-Electing Shareholder”), shall have their shares of
TBI Common Stock converted into the right to receive a cash payment
of
$150 for each share they own, 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 rendered.
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B.
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General.
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1.
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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
TBI
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).
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(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 eligible 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 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.
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(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.
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2.
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Special
Payment and/or Issuance Instructions.
If checks or certificates representing Community 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 TBI
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.
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3.
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Stock
Transfer Taxes. It
will be a condition in the issuance of any check or certificate
representing shares of Community Common Stock in any name(s) other
than
the name(s) in which the surrendered certificate(s) for shares of
TBI
Common Stock is (are) registered that the person(s) requesting the
issuance of such check or certificate representing shares of Community
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.
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4.
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Special
Delivery Instructions.
If checks or certificates representing shares of Community 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.
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5.
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Lost
Certificate.
If your certificate(s) representing shares of TBI Common Stock
has (have)
been lost, stolen or destroyed, you should promply contact ▇▇▇▇▇
▇▇▇▇▇,
President and Chief Executive Officer, The Bancshares, Inc., ▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P.O. Box 158, Scottsburg, Indiana 47170, (▇▇▇)
▇▇▇-▇▇▇▇
regarding replacing your lost stock certificate(s). You will be
required
to sign a lost certificate(s) affidavit and to post
bond.
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6.
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Determination
of Questions. All
questions with respect to this Election Form and Elections made
by holders
of shares of TBI 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 Community and/or the Exchange Agent, whose determination
shall be conclusive and binding. Community 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. Community and/or the Exchange
Agent
may, but are not required to, take reasonable action to inform
holders of
TBI Common Stock of any defects and may take reasonable action
to assist
such holders to correct any such defects; however, neither Community
nor
the Exchange Agent is under any obligation to notify a holder of
shares of
TBI Common Stock of any defect in an Election
Form.
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7.
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Important
Tax Information: Substitute
Form W-9. (a) Each
surrendering shareholder is required to provide The ▇▇▇▇▇ County
State Bank with each share holder’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.
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(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 The ▇▇▇▇▇ County State Bank. If backup
withholding applies, The ▇▇▇▇▇ County State Bank 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.
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8.
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Inquiries.
All
inquiries with respect to the surrender of certificates of common
stock
should be made directly to the Exchange Agent, The
▇▇▇▇▇ County State Bank, at (▇▇▇) ▇▇▇-▇▇▇▇ - ▇▇▇▇▇
▇▇▇▇▇.
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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 Election will
be
deemed a “No Election”.
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