EXHIBIT 4.9
Form of Specimen Certificate for Subscription
Agreement representing rights to purchase shares
of registrant's Common Stock.
TALBERT MEDICAL MANAGEMENT
HOLDINGS CORPORATION
SUBSCRIPTION CERTIFICATE REPRESENTING RIGHTS TO PURCHASE SHARES
OF COMMON STOCK, $.01 PAR VALUE, OF TALBERT MEDICAL MANAGEMENT
HOLDINGS CORPORATION ("COMMON STOCK"). VOID IF NOT VALIDLY
EXERCISED BEFORE 5:00 P.M. EASTERN STANDARD TIME ON MAY 20,
1997.
THIS SUBSCRIPTION CERTIFICATE IS TRANSFERABLE AND MAY BE COMBINED
OR DIVIDED (BUT ONLY INTO CERTIFICATES EVIDENCING A WHOLE NUMBER
OF RIGHTS) AT THE OFFICE OF THE SUBSCRIPTION AGENT.
CONTROL NUMBER
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN
THE COMPANY'S PROSPECTUS DATED APRIL 21, 1997 (THE
"PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE.
CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS
ASSIGNED TO THEM IN THE PROSPECTUS. COPIES OF THE PROSPECTUS ARE
AVAILABLE UPON REQUEST FROM AMERICAN STOCK TRANSFER & TRUST
COMPANY, THE SUBSCRIPTION AGENT.
REGISTERED OWNER: [SPECIMEN]
SUBSCRIPTION CERTIFICATE FOR
SHARES
SUBSCRIPTION PRICE: U.S. $21.50 PER SHARE
CUSIP 874121 11 4
The registered owner whose name is inserted hereon, or assigns,
is entitled to subscribe for shares of Common Stock upon the
terms and subject to the conditions set forth in the Prospectus
and instructions relating thereto. The Rights represented by this
Subscription Certificate may be exercised by duly completing Form
1; may be transferred, assigned, exercised or sold through a bank
or broker by completing Form 2; and may be sold through the
Subscription Agent by duly completing Form 3. Special delivery
instructions may be specified by completing Form 4. THE RIGHTS
EVIDENCED BY THIS SUBSCRIPTION CERTIFICATE MAY NOT BE EXERCISED,
TRANSFERRED, ASSIGNED OR SOLD UNLESS THE REVERSE SIDE HEREOF IS
SIGNED, WITH A SIGNATURE GUARANTEE, IF APPLICABLE, AND THE
APPROPRIATE FORM IS COMPLETED.
Date:
SECRETARY [SEAL] PRESIDENT
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
SUBSCRIPTION AGENT
BY
AUTHORIZED SIGNATURE
TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION
RIGHTS HOLDERS SHOULD BE AWARE THAT IF THEY CHOOSE TO EXERCISE OR
TRANSFER LESS THAN ALL OF THE RIGHTS EVIDENCED HEREBY, THEY MAY
NOT RECEIVE A NEW SUBSCRIPTION CERTIFICATE IN SUFFICIENT TIME TO
EXERCISE THE REMAINING RIGHTS EVIDENCED THEREBY.
FORM 1 - EXERCISE AND SUBSCRIPTION. The undersigned hereby
irrevocably exercises one or more Rights to subscribe for shares
of Common Stock as indicated below, on the terms and subject to
the conditions specified in the Prospectus, receipt of which is
hereby acknowledged. Rights may only be exercised in whole
numbers.
(a) Number of shares subscribed for pursuant to the Basic
Subscription Privilege (one Right needed to subscribe
for each full share):
(b) Number of shares subscribed for pursuant to the
Additional Subscription Privilege:
(c) Total Subscription Price (total number of shares
subscribed for pursuant to both the Basic Subscription
Privilege and the Additional Subscription
Privilege - times the Subscription Price of $21.50):
If the amount enclosed or transmitted is not sufficient to pay
the Subscription Price for all shares that are stated to be
subscribed for, or if the number of shares being subscribed for
is not specified, the number of shares subscribed for will be
assumed to be the maximum number of whole shares that could be
subscribed for upon payment of such amount. If the number of
shares to be subscribed for pursuant to the Additional
Subscription Privilege is not specified and the amount enclosed
or transmitted exceeds the Subscription Price for all shares
represented by this Subscription Certificate (the "Subscription
Excess"), the person subscribing pursuant hereto shall be deemed
to have exercised the Additional Subscription Privilege to
purchase, to the extent available, that number of whole shares of
Common Stock equal to the quotient obtained by dividing the
Subscription Excess by $21.50. Any amount remaining after such
division shall be returned to the subscriber without interest or
deduction.
METHOD OF PAYMENT (CHECK ONE)
/ / CHECK, BANK DRAFT OR MONEY ORDER PAYABLE TO AMERICAN STOCK
TRANSFER & TRUST COMPANY, AS SUBSCRIPTION AGENT.
/ / WIRE TRANSFER DIRECT TO AMERICAN STOCK TRANSFER & TRUST
COMPANY, ACCOUNT NO. 323053793, ABA NO. 021 000 121.
(d) If the number of Rights being exercised pursuant to the
Basic Subscription Privilege is less than all of the Rights
represented by this Subscription Certificate (check only
one):
/ / DELIVER TO ME A NEW SUBSCRIPTION CERTIFICATE EVIDENCING THE
REMAINING RIGHTS TO WHICH I AM ENTITLED.
/ / DELIVER A NEW SUBSCRIPTION CERTIFICATE EVIDENCING THE
REMAINING RIGHTS IN ACCORDANCE WITH MY FORM 2 INSTRUCTIONS
(which include any required signature guarantees).
/ / SELL THE REMAINING UNEXERCISED RIGHTS IN ACCORDANCE
WITH MY FORM 3 INSTRUCTIONS.
Any request to sell shares in accordance with Form 3
instructions must be received by the Subscription Agent by 11:00
a.m., Eastern Daylight Time, 3 business days prior to the Expiration Date.
/ / CHECK HERE IF RIGHTS ARE BEING EXERCISED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY DELIVERED TO THE SUBSCRIPTION
AGENT PRIOR TO THE DATE HEREOF AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s)
Window Ticket Number (if any)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution that Guaranteed Delivery
FORM 2 - TO TRANSFER YOUR SUBSCRIPTION CERTIFICATE OR SOME OR
ALL OF YOUR RIGHTS OR TO EXERCISE OR SELL RIGHTS THROUGH YOUR
BANK OR BROKER: For value received __________________ Rights
represented by this Subscription Certificate are hereby assigned
to (please print name and address and Social Security No. or
Taxpayer ID No. of transferee in full):
Name:
Address:
_____________________________________________ PROVIDE GUARANTEE
_____________________________________________ OF SIGNATURE(S)
____________________________________________ BELOW IF TRANSFEREE
IS NOT A BANK OR
BROKER
Social Security or Taxpayer ID No.:
/ / FORM 3 - CHECK HERE TO SELL YOUR UNEXERCISED RIGHTS THROUGH
SUBSCRIPTION AGENT: Check box if the undersigned hereby
authorizes the Subscription Agent to sell any Rights represented
by this Subscription Certificate but not exercised hereby and to
deliver to the undersigned a check for the net proceeds.
/ / FORM 4 - DELIVERY INSTRUCTIONS: Name and/or address for
mailing any stock, new Subscription Certificate or cash payment
if other than shown on the reverse hereof:
Name: _________________________________________ PROVIDE GUARANTEE
Address: _____________________________________ OF SIGNATURE(S)
_______________________________________________ BELOW
_______________________________________________
(Including Zip Code)
- -----------------------------------------------------------------
IMPORTANT
RIGHTS HOLDER SIGN HERE
AND, IF RIGHTS ARE BEING SOLD OR EXERCISED,
COMPLETE SUBSTITUTE FORM W-9
__________________________________________________________
__________________________________________________________
signature(s) of Holder(s)
Dated: ___________________________________________________
Must be signed by the registered holder(s) exactly as name(s)
appear(s) on the Subscription Certificate. If signature by
trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, officer(s) of a corporation or another
acting in a fiduciary or representative capacity, please provide
the following information. See instructions for Forms 1-3.
Name(s) __________________________________________________
___________________________________________________________
(Please Print)
Capacity _________________________________________________
Address _________________________________________________
___________________________________________________________
(including zip code)
Area Code and
Telephone Number: _______________________________________
(Home)
__________________________________________________________
(Business)
Tax Identification or
Social Security No. _____________________________________
(Complete Substitute Form W-9)
GUARANTEE OF SIGNATURE(S)
See instructions for Forms 2 and 4
Authorized Signature __________________________________
Name: ____________________________________________________
Title: ___________________________________________________
Name of Firm: ___________________________________________
Address: ________________________________________________
Area Code and Telephone Number: _________________________
Dated: ___________________________________________________
THE RIGHTS EVIDENCED BY THIS CERTIFICATE EXPIRE AT 5:00 P.M.
EASTERN DAYLIGHT TIME ON MAY 20, 1997.