Exhibit 99.5
[FORM OF]
SUBSCRIPTION AGREEMENT
WHITE RIVER CAPITAL, INC.
FOR SHARES OF COMMON STOCK
OFFERED PURSUANT TO A SUBSCRIPTION OFFERING MADE TO
SHAREHOLDERS OF RECORD OF UNION ACCEPTANCE CORPORATION
ON _________________, 2005
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Name of Holder
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Address
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SHARES ELIGIBLE TO SUBSCRIBE RECORD DATE SHARES OF
UAC COMMON STOCK
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BACKGROUND
X. Xxxxx River Capital, Inc., an Indiana corporation ("White River") is
conducting a subscription offering (the "Subscription Offering") which
entitles each shareholder of record of Union Acceptance Corporation
("UAC"), as of the close of business on _________________________, 2005
(the "Record Date") (who will become a holder of common stock of White
River (the "White River Common Stock") upon completion of the share
exchange (the "Share Exchange") described in the Proxy Statement/Prospectus
(defined below)) to subscribe for and purchase shares of White River Common
Stock in proportion to the shareholder's ownership of common stock of UAC
outstanding on the Record Date. White River is offering to sell up to
3,500,000 shares of White River Common Stock (the "Maximum Offering") upon
subscription by the UAC shareholders and to certain standby purchasers.
X. Xxxxx River has filed with the Securities and Exchange Commission a
registration statement on Form S-1 and Form S-4 and any supplements or
amendments thereto (the "Registration Statement") with respect to the
Offering, and the Commission has declared the Registration Statement
effective. White River has furnished to the Subscriber a copy of the Proxy
Statement/Prospectus under the Registration Statement dated _________, 2005
(the "Proxy Statement/Prospectus").
C. The subscriber named on the signature page (the "Subscriber") desires to
subscribe for shares in the Subscription Offering, and White River desires
to sell such shares to Subscriber, as set forth below.
D. Subscriber is entitled to purchase the number of whole shares of White
River Common Stock equal to Subscriber's ownership percentage of UAC common
stock as of the Record Date (the "Ownership Percentage") times the total
shares of White River Common Stock being offered to UAC shareholders in the
Subscription Offering (the "Basic Subscription Amount"). Set forth below
Subscriber's signature to this Subscription Agreement (the "Agreement") is
the number of shares of UAC common stock held by Subscriber as of the
Record Date, and the number of shares of White River Common Stock for which
Subscriber is entitled to subscribe pursuant to the Basic Subscription
Amount.
E. Subscriber may be entitled to purchase additional shares of White River
Common Stock in the offering on the terms and conditions set forth below.
The Subscriber hereby agrees, represents and acknowledges as follows:
1) BASIC SUBSCRIPTION AMOUNT.
(a) Subscriber hereby irrevocably subscribes to purchase shares of White
River Common Stock as indicated on Schedule 1 to this Agreement, on
the terms and subject to the conditions set forth in this Agreement
and the Proxy Statement/Prospectus, receipt of which is hereby
acknowledged.
(b) If the number of shares required to satisfy Basic Subscription Amounts
of all subscribers in the Subscription Offering and required minimum
allocations to standby purchasers exceeds the Maximum Offering, the
board of directors of White River will decrease on a pro rata basis
the number of shares allocated to satisfy Basic Subscription Amounts.
2) OVERSUBSCRIPTION AMOUNT.
(a) Subscriber hereby irrevocably subscribes to purchase additional shares
of White River Common Stock in the offering (the "Oversubscription
Amount") if and as indicated on Schedule 1 to this Agreement, on the
terms and subject to the conditions set forth in this Agreement and
the Proxy Statement/Prospectus.
(b) Subscriber's Oversubscription Amount is subject to the following
conditions:
(i) If Subscriber has not subscribed for its full Basic Subscription
Amount, Subscriber will not be entitled to purchase shares in respect
of Subscriber's Oversubscription Amount.
(ii) Additional shares will only be available to allocate in respect
of Subscriber's Oversubscription Amount to the extent that the sum of
(1) the total number of shares allocated is less than the Maximum
Offering in respect of Basic Subscription Amounts and (2) the minimum
purchase commitments granted to standby purchasers in the Subscription
Offering is less than the Maximum Offering.
(iii) To the extent that additional shares are available to allocate
to Oversubscription Amounts, but are not sufficient to honor all duly
subscribed Oversubscription Amounts, the available shares will be
prorated and Subscriber will be allocated the portion of the total
shares available for Oversubscription Amounts equal to Subscriber's
Ownership Percentage as a percent of the aggregate Ownership
Percentages of all shareholders seeking Oversubscription Amount
allotments. If the foregoing proration results in Subscriber being
allocated a greater number of shares than Subscriber subscribed for,
then Subscriber will be allocated only the number of shares for which
Subscriber subscribed and the remaining shares will be allocated among
all other subscribers purchasing Oversubscription Amounts.
(c) Notwithstanding anything to the contrary contained or implied herein,
without the prior written consent of White River, White River shall
not be obligated to issue to Subscriber any shares to the extent such
shares, when aggregated with other shares of White River Common Stock
benefically owned by Subscriber, would cause Subscriber's ownership
percentage of White River Common Stock after completion of the
Subscription Offering to exceed the greater of (1) 4.9% of the White
River Common Stock outstanding or (2) the percent equal to
Subscriber's Ownership Percentage.
3) PRICE; DELIVERY AND PAYMENT.
(a) The subscription price is $10.00 per share (the "Subscription Price"),
payable to Computershare Trust Company of New York (the "Subscription
Agent") by check, bank draft, U.S. postal money order or wire
transfer, as set forth on Schedule 1.
(b) This Subscription Agreement (or a Notice of Guaranteed Delivery) must
be received by the Subscription Agent, together with payment in full
of the Subscription Price by 5:00 p.m., Eastern Daylight Time, on
______________, 2005 (unless extended in the sole discretion of White
River) (as it may be extended, the "Expiration Date"). If this
Agreement is not delivered prior to the Expiration Date, this
Agreement will be null and void.
(c) Any subscription for shares of White River Common Stock in the
Subscription Offering made by this Agreement is irrevocable.
4) LIMITED TRANSFER OF SUBSCRIPTION OPPORTUNITY.
(a) Subscriber's opportunity to subscribe pursuant to this Agreement may
only be transferred to Subscriber's (or if Subscriber is a broker,
dealer or nominee, the beneficial owner's) Affiliate or Related Party
(as such terms are defined in Schedule 2) by duly completing Schedule
2, as described in the "Instructions for Subscribing for Shares of
White River Capital, Inc." delivered to Subscriber with this Agreement
and in the Proxy Statement/Prospectus.
(b) If the number of transferred Subscriptions would otherwise allow the
purchase of a fractional share, the number of shares which may be
purchased must be rounded down to the nearest whole share (or any
lesser number of whole shares) that may be purchased with the
transferred Subscriptions.
(c) If the shares being subscribed for pursuant to the Basic Subscription
Amount or being transferred do not constitute all of the shares for
which Subscriber is eligible to subscribe under this Subscription
Agreement, Subscriber must instruct the Subscription Agent in Schedule
1 below as to the method of delivery of new Subscription Agreement(s).
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5) REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY SUBSCRIBER.
Subscriber hereby represents, warrants and agrees as follows:
(a) Subscriber has been advised that the White River Common Stock is
subject to certain restrictions on transfer and ownership contained in
White River's Articles of Incorporation and certain ownership
disclosure obligations contained in White River's Code of By-Laws,
which are included in the Proxy Statement/Prospectus. Subscriber
hereby agrees to comply with and be bound by such restrictions and
obligations as are set forth in White River's Articles of
Incorporation and Code of By-Laws, as amended from time to time.
(b) The Oversubscription Amount for which Subscriber is subscribing as set
forth on Schedule 1 will not cause Subscriber's beneficial ownership
percentage (determined based on economic interests held by or
attributable to Subscriber) after completion of the Subscription
Offering to exceed the greater of (1) 4.9% of White River Common Stock
outstanding or (2) the percent equal to Subscriber's Ownership
Percentage.
(c) As of the date of this Agreement, Subscriber beneficially owns the
number of shares of White River Common Stock set forth on the
signature page (giving effect to the Share Exchange). As of the Record
Date, Subscriber beneficially owned the number of shares of UAC common
stock set forth on Schedule 1 as Subscriber's "UAC Record Date
Holdings."
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6) GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Indiana (excluding principles of
conflicts of laws) in effect at the time of the execution hereof.
7) HEADINGS. The section headings or other captions contained in this
Agreement are inserted for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Agreement.
8) INCORPORATION BY REFERENCE. The Proxy Statement/Prospectus and the
Schedules 1, 2 and 3 attached to this Agreement be deemed incorporated by
reference into this Agreement and shall be a part of this Agreement for all
purposes.
9) ENTIRE AGREEMENT. This Agreement and the Forms attached to this Agreement
represent the entire understanding of the parties with respect to the
matters addressed in this Agreement and supersede all prior written and
oral understanding concerning the subject matter of this Agreement.
SUBSCRIBER MUST COMPLETE AND EXECUTE THIS SCHEDULE 1 AND DELIVER THIS AGREEMENT,
INCLUDING THE COMPLETED SCHEDULE 1, TO THE SUBSCRIPTION AGENT PRIOR TO THE
EXPIRATION DATE IN ORDER TO VALIDLY SUBSCRIBE FOR SHARES IN THE SUBSCRIPTION
OFFERING.
SCHEDULE 1
1. SUBSCRIPTION: The undersigned hereby irrevocably subscribes for shares of
White River Common Stock as indicated below, on the terms and subject to the
conditions specified in this Subscription Agreement and the Proxy
Statement/Prospectus, receipt of which is hereby acknowledged.
(a) Number of shares subscribed for pursuant to
the Basic Subscription Amount: ____ X $10.00 = $____ payment
(b) Number of shares subscribed for pursuant to
the Oversubscription Amount: ____ X $10.00 = $____ payment*
*Subscriber may not subscribe for subscriber's Oversubscription Amount unless
subscriber's Basic Subscription Amount has been fully subscribed.
(c) Total Subscription (sum of payment amounts on lines (1a) and (1b))
= $________ payment.**
** See Section 5(b) of the Subscription Agreement.
2. METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOX(ES)):
[ ] Check, bank draft, or U.S. postal money order payable to "Computershare
Trust Company of New York, as Subscription Agent" or
[ ] Wire transfer directed to Xxxxxx Trust and Savings Bank, Chicago, IL,
ABA No. 000000000, for the account of Computershare Trust Company of New York,
as Subscription Agent for White River, for further credit to Account No.
000-000-0 (telephone number: (000) 000-0000).
3. TRANSFER OF SUBSCRIPTION: If the shares being subscribed for pursuant to the
Basic Subscription Amount do not constitute all of the shares for which the
undersigned is eligible to subscribe under the Subscription Agreement (check
only one):
[ ] Deliver to the undersigned a new Subscription Agreement evidencing the
remaining shares of White River Common Stock for which the undersigned is
entitled to subscribe.
[ ] Deliver a new Subscription Agreement in accordance with the Schedule 2
instructions of the undersigned (which include any required signature
guarantees).
[ ] Do not deliver any new Subscription Agreements to me.
4. GUARANTEED DELIVERY:
[ ] Check here if shares are being subscribed for pursuant to the Notice of
Guaranteed Delivery delivered to the Subscription Agent prior to the date hereof
and complete the following:
Name(s) of Registered Subscriber(s) ________________________________
Window Ticket Number (if any) ______________________________________
Date of Execution of Notice of Guaranteed Delivery _________________
Name of Institution Which Guaranteed Delivery ______________________
* If the aggregate Subscription Price enclosed or transmitted is insufficient to
purchase the total number of shares included in lines (a) and (b), or if the
number of shares being subscribed for is not specified, Subscriber shall be
deemed to have subscribed for the maximum amount of shares that could be
subscribed for upon payment of such amount. If the number of shares to be
subscribed for pursuant to the Oversubscription Amount is not specified and the
amount enclosed or transmitted exceeds in aggregate the Subscription Price for
all shares represented by this Subscription Agreement (the "Subscription
Excess"), Subscriber shall be deemed to have subscribed for the Oversubscription
Amount, to the extent available, up to that number of shares of White River
Common Stock equal to the quotient obtained by dividing the Subscription Excess
by the Subscription Price, subject to proration as described in the Proxy
Statement/Prospectus. To the extent any portion of the aggregate Subscription
Price enclosed or transmitted remains after the foregoing procedures, such funds
shall be mailed to the subscriber without interest or deduction as soon as
practicable.
5. HOLDINGS
(a) Record Date holdings of UAC Common Stock: ________shares
(b) UAC Record Date Percentage [(5a) divided by 31,019,150]: ________%
(c) Basic Subscription Amount [(5b) times 3,500,000]: ________shares
(d) Number of shares of White River Common Stock beneficially
owned by the undersigned as of the date hereof
(giving effect to the Share Exchange): ________shares*
* TO BE COMPLETED BY HOLDER
Subscriber's Signature ______________________ Address: ____________________
Name: ______________________ ____________________
____________________
Telephone No. (___)________________
SUBSCRIBER MUST COMPLETE AND EXECUTE THIS SCHEDULE 2 AND DELIVER THIS AGREEMENT,
INCLUDING THE COMPLETED SCHEDULE 2, TO THE SUBSCRIPTION AGENT PRIOR TO THE
EXPIRATION DATE IN ORDER TO VALIDLY TRANSFER THE SUBSCRIPTIONS REPRESENTED
HEREBY.
SCHEDULE 2
TO TRANSFER SOME OR ALL OF YOUR SUBSCRIPTIONS TO AN AFFILIATE OR RELATED PARTY.
The Subscriptions are not transferable except to an Affiliate or Related Party
of the beneficial owner. An "Affiliate" means a person, company, trust or other
business entity that directly, or indirectly, through one or more
intermediaries, controls the beneficial owner, is controlled by the beneficial
owner, or with whom the beneficial owner is under common control. A "Related
Party" means (1) any member of the beneficial owner's immediate family, which
includes the beneficial owner's spouse, children, siblings and parents, (2) an
entity owned or controlled by the beneficial owner and/or one or more Related
Parties of the beneficial owner, (3) a trust settled by the beneficial owner or
a member of the beneficial owner's immediate family or the beneficiaries of
which include the beneficial owner or a member of the beneficial owner's
immediate family, or (4) if the beneficial owner is a trust, the settlor or any
beneficiary of such trust.
(a) TO BE COMPLETED BY SUBSCRIBERS OTHER THAN BROKERS, DEALERS AND OTHER
NOMINEES. The undersigned Subscriber hereby certifies to White River and
Computershare Trust Company of New York that the transferee identified
below is an Affiliate or Related Party of the Subscriber. The undersigned
Subscriber hereby instructs Computershare Trust Company of New York to
issue to the transferee indicated below a new Subscription Agreement for
the number of Shares indicated below and to the address indicated below. If
no address is provided below, then the Subscription Agreement representing
transferred Subscriptions will be returned to the address of the holder.
Name of Transferee: ________________________________________________
Address of Transferee: ____________________________________________
____________________________________________
____________________________________________
Number of Shares Eligible to Subscribe to be Transferred: _____________
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Subscriber's Signature
(Please sign exactly as your name
appears above. Joint owners should
each sign personally. Where
applicable, please indicate your
official position or representative
capacity.)
YOU MUST HAVE YOUR SIGNATURE GUARANTEED BY AN ELIGIBLE INSTITUTION, AS
DEFINED IN RULE 17AD-15 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED. IF YOU WISH TO HAVE YOUR SUBSCRIPTIONS TRANSFERRED. See the
Instructions for Subscribing for Shares of White River Capital, Inc.
Authorized Signature: Name of Firm:
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Name: ____________________________ Title: ________________________________
Address: _________________________ Phone: ________________________________
(b) TO BE COMPLETED BY BROKERS, DEALERS AND OTHER NOMINEES. The undersigned
broker, dealer or nominee hereby certifies to White River and Computershare
Trust Company of New York that the beneficial owner of the Subscriptions
hereby transferred has duly certified to the undersigned, White River and
Computershare Trust Company of New York that the transferee identified
below is an Affiliate or Related Party of the beneficial owner and has
instructed the undersigned broker, dealer or nominee and Computershare of
New York to issue to the transferee indicated below a new Subscription
Agreement evidencing the Subscriptions in the amount indicated below. On
behalf of such beneficial owner, the undersigned broker, dealer or nominee
hereby instructs Computershare Trust Company of New York to issue to the
transferee indicated below a new Subscription Agreement for the number of
Shares indicated below and to the address indicated below. If no address is
provided below, then the Subscription Agreement representing transferred
Subscriptions will be returned to the address of the broker, dealer or
nominee of the beneficial owner.
Name of Transferee: ________________________________________________
Address of Transferee: ____________________________________________
____________________________________________
____________________________________________
Number of Shares Eligible to Subscribe to be Transferred: _____________
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Subscriber's Signature
(Please sign exactly as your name
appears above. Joint owners should
each sign personally. Where
applicable, please indicate your
official position or representative
capacity.)
YOU MUST HAVE YOUR SIGNATURE GUARANTEED BY AN ELIGIBLE INSTITUTION, AS
DEFINED IN RULE 17AD-15 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED. IF YOU WISH TO HAVE YOUR SUBSCRIPTIONS TRANSFERRED. See the
Instructions for Subscribing for Shares of White River Capital, Inc.
Authorized Signature: Name of Firm:
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Name: ____________________________ Title: ________________________________
Address: _________________________ Phone: ________________________________
SUBSCRIBER MUST COMPLETE AND EXECUTE THIS SCHEDULE 3 AND THE COMPLETED FORM 3
MUST ACCOMPANY SUBSCRIBER'S SUBSCRIPTION AGREEMENT UPON DELIVERY TO THE
SUBSCRIPTION AGENT IN ORDER TO VALIDLY CHANGE THE ADDRESS FOR MAILING OF STOCK
OR NEW SUBSCRIPTION AGREEMENT(S).
SCHEDULE 3
DELIVERY INSTRUCTIONS: Address for mailing of shares of White River Capital,
Inc. Stock or a new Subscription Agreement in accordance with the Proxy
Statement/Prospectus, if different from the address shown at the beginning of
this Subscription Agreement.
Name: ________________________________________________
Address: ____________________________________________
____________________________________________
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