EXHIBIT 4.2
Rights Certificate Number:_________
Number of Rights: ________
HALLMARK FINANCIAL SERVICES, INC.
SUBSCRIPTION RIGHTS CERTIFICATE
Evidencing Subscription Rights to Purchase Shares of Common Stock
of Hallmark Financial Services, Inc.
Subscription Price: $___ per Share
THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW
YORK CITY TIME, ON _____, 2003,UNLESS EXTENDED BY THE COMPANY
Dear Stockholder:
As the registered owner of this Rights Certificate, you are the
owner of the number of subscription rights shown above. You have been issued, at
no charge, one subscription right for each share of common stock that you held
on ______________, 2003. The subscription rights entitle you to subscribe for
shares of common stock, par value $0.03 per share, of Hallmark Financial
Services, Inc. (the "Company"). Each subscription right will entitle the holder
to purchase _______ shares of our common stock (the "Basic Subscription
Privilege") at the subscription price of $ __________ per share (the
"Subscription Price"). If you subscribe for all of the shares available pursuant
to the Basic Subscription Privilege, you are also entitled to subscribe for
additional shares (subject to pro-ration) at the Subscription Price (the
"Over-Subscription Privilege"). For a more complete description of the terms and
conditions of these subscription rights, please refer to the Prospectus and the
"Instructions as to Use of Rights Certificates" accompanying this Rights
Certificate.
THESE SUBSCRIPTION RIGHTS ARE NON-TRANSFERABLE.
You have four choices:
1. You can subscribe for all of the shares underlying the number of
rights listed at the top of this page;
2. You can subscribe for less than all of the shares underlying the
number of rights listed above, and allow the rest of your
subscription rights to expire;
3. If you have subscribed for all of such shares (exercised your Basic
Subscription Privilege in full), then you can also subscribe for
additional shares of common stock, subject to an allocation process
as described in the Prospectus; or
4. If you do not want to purchase any shares, you can disregard this
material.
To subscribe for any number of shares, full payment of the Subscription Price is
required for each share of common stock you are subscribing for (including under
the Over-Subscription Privilege). You must complete the reverse side of this
form to subscribe for new shares.
Date: ________________, 2003
HALLMARK FINANCIAL SERVICES, INC.
By: ________________________________
Name:
Title:
ATTEST:
By: ____________________________
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DELIVERY OPTIONS FOR RIGHTS CERTIFICATE
For delivery by mail, hand or overnight courier to:
____________________________________
Attention: __________________________
_____________________________________
_____________________________________
(800) ___________
Delivery other than in the manner or to the address listed above will not
constitute valid delivery.
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.
If you wish to subscribe for shares pursuant to your Basic Subscription
Privilege in full or a portion thereof:
I subscribe for ____________ shares x $___________ = $____________________
(Line 1)
If you subscribed for your Basic Subscription Privilege in full and wish to
subscribe for additional shares pursuant to the Over-Subscription Privilege:
I subscribe for ____________ shares x $___________ = $____________________
(Line 2)
Total amount of payment enclosed (sum of line 1 and line 2): $__________________
I acknowledge that I have received the Prospectus for this offering and I hereby
irrevocably subscribe for the number of shares indicated above on the terms and
conditions specified in the Prospectus.
- ----------------------------------------------
Signature(s)
IMPORTANT: The signature(s) must correspond with the name(s) as printed on the
reverse of this Subscription Rights Certificate in every particular, without
alteration or enlargement, or any other change whatsoever.
If you wish to have your shares delivered to an address other than that shown on
front, your signature must be guaranteed by an eligible guarantor institution
(bank, stock broker, savings & loan association or credit union) with
membership in an approved signature guarantee medallion program pursuant to
Securities and Exchange Commission Rule 17Ad-15.
Signature Guaranteed: __________________________________________________________
(Name of Bank or Firm)
__________________________________________________________
(Signature of Officer)
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FOR INSTRUCTIONS ON THE USE OF THE RIGHTS CERTIFICATES, CONSULT ____________,
THE INFORMATION AGENT, AT __________ AND BANKS AND BROKERS MAY CALL THE
INFORMATION AGENT AT ______________.
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Method of Payment (Check One)
/ / Uncertified personal check, payable to "______________, as
Subscription Agent." Please note that funds paid by uncertified
personal check may take at least five business days to clear.
Accordingly, subscription rights holders who wish to pay the
purchase price by means of an uncertified personal check are urged
to make payment sufficiently in advance of the expiration date to
ensure that such payment is received and clears by the expiration
date, and are urged to consider payment by means of a certified or
bank check, money order or wire transfer of immediately available
funds.
/ / Certified check or bank check drawn on a U.S. bank or money order,
payable to "______________, as Subscription Agent."
/ / Wire transfer of immediately available funds directed to the
account maintained by ___________________________ at:
--------------------------------
--------------------------------
--------------------------------
ABA # ________________________________
Credit Account No.______________________
Account Name: _________________________
Subscription Agent
If the amount enclosed or transmitted is not sufficient to pay the
purchase price for all shares of common stock that are subscribed for, or if the
number of shares of common stock being subscribed for is not specified, the
number of shares of common stock subscribed for will be assumed to be the
maximum number that could be subscribed for upon payment of such amount. If the
amount enclosed or transmitted exceeds the purchase price for all shares of
common stock that the undersigned has subscribed or over-subscribed for (such
excess amount, the "Subscription Excess"), the Subscription Agent shall return
the Subscription Excess to the subscriber without interest or deduction as soon
as practicable after the expiration of the offering.
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