EXHIBIT 99.2 FORM OF SUBSCRIPTION AGREEMENT FOR PUBLIC OFFERING
SUBSCRIPTION AGREEMENT
OHIO STATE BANCSHARES, INC.
COMMUNITY OFFERING SUBSCRIPTION AGREEMENT
EXPIRATION DATE: November 27, 2002
You may subscribe for shares of Ohio State Bancshares, Inc. common
stock through a COMMUNITY OFFERING that begins August 29, 2002 and ends on
November 27, 2002. This offering will only be available if any shares remain
unsold after our rights offering that we commenced on July 24, 2002 and ends on
August 28, 2002. To participate in the COMMUNITY OFFERING, you must complete
this subscription agreement and include full payment for the shares you want to
purchase. You are limited to a $500,000 maximum purchase in the Community
Offering. Orders received in the community offering are subject to proration if
the number of shares ordered exceeds the number of shares remaining after the
rights offering. Also, orders in the community offering are subject to rejection
in whole or in part solely at our discretion.
To order shares in the community offering, we must receive a properly
completed and executed copy of this Subscription Agreement by November 27,
2002, together with a personal check, cashier's check or money order payable to
"OHIO STATE BANCSHARES, INC." for an amount equal to the number of shares
subscribed for multiplied by the price per share you must pay. The general
public's subscription price is $69 per share. Current shareholders pay $68.00
per share for shares purchased in the Community Offering. The deadline for
submitting the subscription agreement and related payment in the Community
Offering is November 27, 2002.
FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THIS
OFFERING, PLEASE REFER TO THE PROSPECTUS DATED JULY 24, 2002, WHICH IS
INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON
REQUEST FROM OHIO STATE BANCSHARES, INC. BY CALLING CYNTHIA L. SPARLING AT (740)
387-2265.
EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably
subscribes for the number of shares of common stock indicated below, on the
terms and subject to the conditions specified in the prospectus, receipt of
which is hereby acknowledged.
FOR GENERAL PUBLIC:
1. Number of shares you are subscribing for: _________________
2. Total subscription price: (Number of shares in line 1 times
$69) _______________
FOR CURRENT SHAREHOLDERS:
1. Number of shares you are subscribing for: ______________
2. Total subscription price: (Number of shares in line 1 times
$68) _____________
METHOD OF PAYMENT: Payment must be in the form of cashier's check,
certified check, money order, or personal check payable to "OHIO STATE
BANCSHARES, INC."
If the aggregate amount enclosed is insufficient to purchase the total
number of shares listed in line 1, or if payment is enclosed but the number of
shares being subscribed for is not specified, the holder of this Subscription
Agreement shall be deemed to have subscribed for the maximum amount of shares
that could be subscribed for upon payment of such amount, subject to the maximum
purchase limit of $500,000 per investor in the Community Offering. Any remaining
funds shall be mailed to the subscriber without interest as soon as practicable.
Please indicate the form of ownership desired for the Shares:
_______Individual _______Corporation
_______Joint Tenants with Right of Survivorship _______Partnership
_______Tenants in Common _______Custodian
_______Trust _______Other (please describe):
---------------------------------------------------
PLEASE PRINT OR TYPE BELOW THE EXACT TITLING IN WHICH UNDERSIGNED
DESIRES THE COMMON SHARES TO BE REGISTERED:
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- --------------------------------------- ------------------------------------------
Signature Date
- --------------------------------------- ------------------------------------------
Signature of Joint Owner, if applicable Area Code and Telephone Number
- --------------------------------------- ------------------------------------------
Street Address Social Security or Federal Taxpayer
Identification No.
- ---------------------------------------
(City) (State) (Zip)
TO BE COMPLETED BY OHIO STATE BANCSHARES, INC.
Accepted as of _______________________, 2002, as to __________ Shares.
----------------------------------------
Gary E. Pendleton
President and Chief Executive Officer
[SEE REVERSE SIDE FOR SUBSTITUTE FORM W-9]
SUBSTITUTE PART I - Taxpayer Identification
Form W-9 Number. For all accounts enter taxpayer number in
the appropriate box. For most individuals this is your Social
Security number. If you do not have a number
Department of the Treasury or if the account is in more than one name, contact
the Internal Revenue Service office identified in Instruction 6.
Payer's Request for
Taxpayer
Identification Number
("TIN")
PART II - For Payees Exempt from Backup
Withholding Certification - Under penalties of
perjury, I certify that:
(1) The number shown on this 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 failure to report all
interest or dividends; or (c) the IRS has notified me
that I am no longer subject to backup withholding.
CERTIFICATION GUIDELINES - You must cross out item
(2) above if you have been notified by the IRS that you are
subject to backup withholding because of under-reporting
interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup
withholding you received another notification from the IRS
that you are no longer subject to backup withholding, do not
cross out item (2).
Signature (X)_____________________________ Date ________________, 2002
SUBSTITUTE FORM W-9. Each subscriber must provide a correct
taxpayer identification number ("TIN") and sign and date the Substitute
W-9 on the Transmittal. In general, if a subscriber is an individual,
the TIN is the social security number of such individual. See the
enclosed guidelines. If the correct TIN is not provided, the subscriber
may be subject to a $50 penalty imposed by the Internal Revenue Code.
For further information regarding instructions for completing the
Substitute Form W-9 (including how to obtain a TIN if you do not have
one and how to complete the Substitute Form W-9 if shares are held in
more than one name), contact Cynthia L. Sparling, Ohio State
Bancshares, Inc., 111 South Main Street, Marion, Ohio 43302, (740)
387-2265.