Exhibit 10.11
OFFERING
OF
COMMON STOCK
IN
FIRST SECURITY BANCORP, INC.
INSTRUCTIONS FOR SUBSCRIPTIONS
In order to subscribe for shares of the common stock (the "Stock") of
First Security Bancorp, Inc. (the "Bancorp"), a prospective investor must
complete and execute two Subscription Agreement Offers in accordance with the
instructions set forth herein. Both of such documents should then be returned to
an affiliate of the Escrow Agent, USAccess Bank Inc., 8620 Biggin Hill Lane,
Louisville, Kentucky 40220-4009. Please be sure that your name appears in
exactly the same way in each signature and in each place where it is inserted in
the documents. A copy of each signed document will be returned to you if and
when your subscription is accepted.
You have requested this booklet of subscription documents in connection
with your interest in the offering of the Stock. NO PERSON IS AUTHORIZED TO
RECEIVE THIS BOOKLET UNLESS SUCH PERSON HAS PREVIOUSLY RECEIVED, OR
SIMULTANEOUSLY RECEIVES, A COPY OF A PROSPECTUS OF FIRST SECURITY BANCORP, INC.
DATED SEPTEMBER 29, 2000. Delivery of these subscription documents to anyone not
receiving said Prospectus is unauthorized, and any reproduction or circulation
of these subscription documents, in whole or in part, is prohibited.
Subscriptions from prospective investors will be accepted at the sole
discretion of Bancorp after receipt of all subscription documents (properly
completed and executed) with the appropriate payment.
SHARES OF BANCORP STOCK ARE EQUITY SECURITIES AND ARE NOT ACCOUNTS
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
Subscription Agreement Offer Read, complete, date and
sign two copies. Each co-subscriber must
complete and sign two signature pages.
Joint Ownership of Stock Joint ownership of Stock by two or more
persons shall be inscribed on the
certificate as either Joint Tenants or
Tenants in Common, as indicated by the
subscriber. Names should be joined by "and",
not "or". Omit titles such as "Mrs." or
"Dr." The statement "Joint Tenancy with
Right of Survivorship" may be specified to
identify two or more owners where ownership
is intended to pass automatically to the
surviving tenant(s). The statement "Tenants
in Common" may also be specified to identify
two or more owners. When Stock is held by
persons as tenants in common, upon the death
of one co-tenant, ownership of the Stock
will be held by the surviving co-tenant(s)
and by the heirs of the deceased co-tenant.
Please consult your attorney for full
details regarding the legal effects of
joint ownership.
Uniform Transfers to Minors Stock may be held in the name of the
custodian for a minor under the Uniform
Transfers to Minor Act. There may only be
one custodian and one minor designated
on a Stock certificate. The standard
abbreviation of custodian is "CUST". The
description "Uniform Transfer to Minors
Act" is abbreviated "UTMA". For example,
Stock held by Mary B. Smith as custodian
for John L. Smith under the Kentucky Uniform
Transfers to Minors Act will be abbreviated
"MARY B. SMITH CUST. JOHN L. SMITH UTMA".
Subscribers Other than Natural
Persons Corporations, partnerships, trusts and other
entities must attach appropriate authorizing
instruments (i.e.corporate resolution,
bylaws, partnership agreement or trust
instrument). Additional documentation may be
required for subscribers who are not natural
persons.
Payment Payment by check payable to the order of
"FSB Escrow" in the amount of $16.00 per
subscribed share of the common stock of
First Security Bancorp, Inc. must accompany
your signed Subscription Agreement Offer.
IF YOU HAVE ANY QUESTIONS CONCERNING THE COMPLETION OF THE SUBSCRIPTION
DOCUMENTS, PLEASE CONTACT JULIAN E. BEARD AT FIRST SECURITY BANCORP, INC.,
(TELEPHONE NO. 859/367-3701).
SUBSCRIPTION AGREEMENT OFFER
First Security Bancorp, Inc.
c/o USAccess Bank, Inc.
Designee of Escrow Agent
Peoples Bank & Trust Company, Inc.
8620 Biggin Hill Lane
Louisville, Kentucky 40220-4009
Gentlemen:
The undersigned (the "Subscriber") hereby tenders this Subscription
Agreement as an offer to purchase _________ shares (the "Shares") of the no par
value common stock of First Security Bancorp Inc., a Kentucky corporation
("Bancorp"). The Subscriber has enclosed a check made payable to "FSB Escrow" in
payment of the aggregate purchase price of the Shares offered hereby to be
purchased at the purchase price of $16.00 per Share. The Subscriber acknowledges
receipt of a copy of the Prospectus of Bancorp dated September 29, 2000 (the
"Prospectus").
1. In connection with this offer to purchase, the Subscriber
understands and acknowledges that he or it is aware of the following:
(a) No governmental agency, including without limitation, the
Securities and Exchange Commission, has passed upon the Shares or made
any finding or determination as to the wisdom of any investment
therein;
(b) The purchase of the Shares is a long-term, speculative
investment involving risk of loss by the Subscriber, including the
risks summarized in the Prospectus, and he or it must bear such
economic risk for an indefinite period of time. The Subscriber has been
given no assurances by any person regarding the future success of this
investment or any future dividends or other returns of Bancorp or the
investment therein; and
(c) The Subscriber understands that there is no present active
public market for the Shares. Furthermore, the Subscriber recognizes
and acknowledges that due to the absence of a public market for the
Shares and due to a number of other factors: (i) the Subscriber must be
prepared to hold the Shares and bear the economic risk of this
investment for an indefinite period of time; (ii) the Subscriber may
not be able to liquidate this investment in the event of an emergency;
(iii) transferability of the Shares could be (and could well remain)
extremely limited; and (iv) in the event of a disposition of the
Shares, the Subscriber could sustain a loss.
2. In connection with this offer to purchase, the Subscriber represents
and warrants to Bancorp that:
(a) The Subscriber, his or its advisers, if any, and
designated representatives, if any, have not been furnished any
offering literature other than the Prospectus, and in making a
determination with respect to the purchase of the Shares have relied
only on the information contained in such Prospectus;
(b) In making his or its decision to purchase the Shares
herein subscribed for, the Subscriber has relied solely upon
independent investigations made by him or it or his or its duly
appointed and qualified representatives. The Subscriber is not relying
on Bancorp or its officers and directors with respect to any matters
related to his or its purchase of Shares, including, but not limited
to, the tax and other economic considerations involved in this
investment;
(c) The Subscriber, if a corporation, partnership, trust or
other legal entity, is authorized and otherwise fully qualified to
purchase and hold Shares. Such entity has its principal place of
business at the address set forth on the signature page hereof;
(d) All of the information that the Subscriber has heretofore
furnished or which is set forth herein is correct and complete as of
the date of this Subscription Agreement (including, without limitation,
the Social Security Number or Taxpayer Identification Number set forth
below), and, if there should be any change in such information prior to
the acceptance of the subscription offer made hereby, the Subscriber
will immediately furnish revised or corrected information to you;
(e) The Subscriber is not subject to back-up withholding;
and
(f) The Subscriber is ~ is not ~ a current shareholder
of Bancorp. (If a current Bancorp shareholder, the number of shares
of Bancorp common stock currently held of record by the Subscriber is
--------------------------------------------------.
3. The Subscriber agrees that:
(a) he or it is not entitled to cancel, terminate or
revoke this subscription offer or any agreements hereunder;
(b) he or it will not transfer or assign this
subscription offer or any interest therein;
(c) this subscription may be accepted or rejected,
in whole or in part, by you, in your sole discretion,
without giving any reason therefor;
(d) if (i) this subscription is accepted in whole or in part
by you, and (ii) the other conditions precedent set forth above and in
the Prospectus are met, the Subscriber shall become a shareholder of
Bancorp, and the amount to be paid by the Subscriber for the Shares to
be issued to him or it (along with any interest paid thereon while such
sums are held in escrow) may be transferred to the capital of Bancorp
as a contribution of the Subscriber; and
(e) you may, in your sole discretion, reject certain
subscriptions, accept certain subscriptions (including that of the
Subscriber) for a lesser number of Shares than the number noted herein
or allocate Shares among subscribers, or a combination thereof.
4. The Subscriber acknowledges that this Subscription Agreement Offer
will not be valid, binding and enforceable until the subscription hereunder is
accepted and approved by you. The Subscriber understands and agrees that you, in
your sole discretion, reserve the right to accept or reject this or any other
subscription for Shares in whole or in part at any time and for any (or no)
reason as set forth in the Prospectus, notwithstanding prior receipt by the
Subscriber of notice of acceptance. In the event that this subscription is
rejected in whole or in part, Bancorp shall promptly cause the return of the
applicable portion of the purchase price of the Shares to the Subscriber, with
accrued interest paid thereon, if any (less escrow agent fees), and this
Subscription Agreement Offer shall thereafter have no force or effect.
5. This Subscription Agreement supersedes any previous subscription
agreement executed by or on behalf of the Subscriber relative to the capital
stock of Bancorp, and any such previous agreement is hereby rescinded and is of
no further force and effect.
6. The Subscriber's representations, warranties and covenants contained
herein are true and correct on the date hereof and will be true and correct on
the date the Subscriber is admitted as a shareholder of Bancorp.
7. The Subscriber hereby agrees to furnish you such other
information as you may request with respect to his or its subscription
hereunder.
8. The Subscriber hereby acknowledges and agrees that the subscription
hereunder is irrevocable, and that this Subscription Agreement Offer and any
agreements of the Subscriber hereunder shall survive the death or disability of
the Subscriber and shall be binding upon and inure to the benefit of the parties
hereto and their heirs, executors, administrators, successors, legal
representatives and assigns. If the Subscriber is more than one person or
entity, the obligations of the Subscriber hereunder shall be joint and several
and the agreements, representations, warranties and acknowledgments herein
contained shall be deemed to be made by and be binding upon each such person or
entity and their respective heirs, executors, administrators, successors, legal
representatives and assigns.
9. This Subscription Agreement Offer contains the entire agreement of
the parties with respect to the subject matter hereof, and there are no
representations, covenants or other agreements except as stated or referred to
herein. This Subscription Agreement Offer shall be governed by and construed in
accordance with the laws of the Commonwealth of Kentucky, without regard to its
principles of conflicts of law or choice of law.
10. Each provision of this Subscription Agreement Offer is intended to
be severable from every other provision, and the invalidity or illegality of any
portion hereof shall not affect the validity or legality of the remainder
hereof.
INDIVIDUAL SIGNATURE PAGE
In Witness Whereof, the undersigned represents that the foregoing
statements are true and correct and that he/she has executed this Subscription
Agreement Offer this ___ day of __________, 2000.
- -------------------------------------------------
Please Print Name of Subscriber
- --------------------------------------------------
Signature of Subscriber
- --------------------------------------------------
Residential Street Address
- --------------------------------------------------
City, State and Zip Code of Residence
- --------------------------------------------------
Telephone Number
- --------------------------------------------------
Social Security Number or Tax Identification Number,
if applicable
U.S. $
- --------------------------------------------------------------------------------
Total Amount of Subscription Offer (in words and in dollars)
ACKNOWLEDGMENT FOR INDIVIDUAL SUBSCRIBER
State of )
) ss.:
County of )
On this ___ day of _______________, 2000, before me, the undersigned
Notary Public, duly commissioned and sworn, personally appeared
______________________________________, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person whose name is subscribed
to the within instrument, and subscribed and swore to such instrument and
acknowledged that he or she executed the same.
In Witness Whereof, I have hereunto set my hand and affixed my official
seal the day and year in this certificate above written.
------------------------------------------
(Notary Public in and for the aforesaid
County and State)
My Commission Expires:_____________________
[Seal]
* * * *
Do Not Write Below This Point
Subscription Accepted on ____________________, _____
First Security Bancorp, Inc.
By:________________________
John S. Shropshire
President
CORPORATE OR PARTNERSHIP SIGNATURE PAGE
Attached hereto are resolutions, bylaws or operating agreement of the
undersigned corporation or limited liability company or provisions of the
partnership agreement of the undersigned partnership evidencing such
authorizations, which authorizations have not been revoked and are still in full
force and effect.
In Witness Whereof, the undersigned represents that the foregoing
statements are true and correct and that it has caused this Subscription
Agreement Offer to be duly executed on its behalf this ___ day of
_________________, 2000.
- --------------------------------------------------
Name of Subscriber
By:
- --------------------------------------------------------------------------------
Signature of Authorized Person
- --------------------------------------------------
Print Name and Title of Authorized Person
- --------------------------------------------------
Business Street Address
- --------------------------------------------------
Mailing Address
- --------------------------------------------------
City, State and Zip Code
- --------------------------------------------------
Telephone Number
- --------------------------------------------------
Tax Identification Number, if applicable
U.S. $
- --------------------------------------------------------------------------------
Total Amount of Subscription Offer (in words and in dollars)
ACKNOWLEDGMENT FOR CORPORATE OR PARTNERSHIP SUBSCRIBER
State of )
) ss.:
County of )
On this ___ day of _______________, 2000, before me, the undersigned
Notary Public, duly commissioned and sworn, personally appeared
______________________________________, personally known to me (or proved to me
on the basis of satisfactory evidence) to be (a) (the) _________________ of the
entity that executed the within instrument, and known to me to be the person who
executed the within instrument on behalf of the entity therein named, and
acknowledged to me that on behalf of such entity he/she duly executed the same.
In Witness Whereof, I have hereunto set my hand and affixed my official
seal the day and year in this certificate above written.
------------------------------------------
(Notary Public in and for the aforesaid
County and State)
My Commission Expires:_____________________
[Seal]
* * * *
Do Not Write Below This Point
Subscription Accepted on ____________________, ____
First Security Bancorp, Inc.
By:________________________
John S. Shropshire
President
TRUST SIGNATURE PAGE
Attached hereto is a copy of the trust instrument evidencing such
authorization, which instrument has not been revoked and is still in full force
and effect.
In Witness Whereof, the undersigned represent(s) that the foregoing
statements are true and correct and that he or it has (or they have) executed
this Subscription Agreement Offer this ___ day of ______________, 2000.
For Individual Trustee(s): For Corporate Trustee:
By:_________________________________ ____________________________________
Signature, as Trustee Name of Corporate Trustee
By:_________________________________ By:_________________________________
Signature of Co-Trustee Signature of Authorized Officer
(if requested by trust instrument)
- ------------------------------------ ------------------------------------
Print Name(s) Print Name and Title of Authorized Person
- ------------------------------------ ------------------------------------
Residential Street Address Business Street Address
- ------------------------------------ ------------------------------------
City, State and Zip Code of Residence City, State and Zip Code
- ------------------------------------ ------------------------------------
Telephone Number Telephone Number
- ------------------------------------ ------------------------------------
Trust Tax Identification Number, Trust Tax Identification Number,
if applicable if applicable
U.S. $_______________________________ U.S. $_______________________________
Total Amount of Subscription Offer Total Amount of Subscription Offer
(in words and in dollars) (in words and in dollars)
ACKNOWLEDGMENT FOR TRUST SUBSCRIBER
State of )
) ss.:
County of )
For Individual Trustee(s):
On this ___ day of _______________, 2000, before me, the undersigned
Notary Public, duly commissioned and sworn, personally appeared
_________________ and __________________, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s) whose name is (or
whose names are) subscribed to the within instrument, and subscribed and swore
to such instrument and acknowledged that he (or she or they) executed the same.
For Corporate Trustee:
On this ___ day of _______________, 2000, before me, the undersigned
Notary Public, duly commissioned and sworn, personally appeared
___________________________________, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the ________ ___________________ of
the corporation that executed the within instrument, and known to me to be the
person who executed the within instrument on behalf of the corporation therein
named, and acknowledged to me that such corporation executed the same pursuant
to its bylaws or a resolution of its board of directors.
In Witness Whereof, I have hereunto set my hand and affixed my official
seal the day and year in this certificate above written.
------------------------------------------
(Notary Public in and for the aforesaid
County and State)
My Commission Expires:_____________________
[Seal]
* * * *
Do Not Write Below This Point
Subscription Accepted on ____________________, _____
First Security Bancorp, Inc.
By:__________________________________
John S. Shropshire
President