EXHIBIT 99.1: FORM OF SUBSCRIPTION CERTIFICATE.
CONTROL No. ___________ Number of Subscription Rights _____
VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M. NEW YORK CITY
TIME, ON ________, 2001
TRICOM, S.A.
SUBSCRIPTION RIGHTS FOR AMERICAN DEPOSITARY SHARES
Dear Shareholder:
As the registered owner of this Subscription Certificate, you are the
owner of the number of subscription rights (each a "Subscription Right") shown
above. Each Subscription Right entitles you to subscribe for one American
Depositary Share, each representing one share of Class A Common Stock, par value
RD$10 per share ("ADS"), of Tricom, S.A. (the "Subscription Privilege"). You may
subscribe for such shares at the Subscription Price of $[ ] per ADS (the "Basic
Subscription Right"). If you subscribe for all of the ADSs available pursuant to
the Basic Subscription Right, you are also entitled to purchase additional ADSs
at the Subscription Price limited to a percentage of the unsubscribed ADSs of
your pro rata ownership of our ADSs with Class B stock (subject to proration)
(the "Oversubscription Privilege").
The other terms and conditions of these Subscription Rights are set
forth in the enclosed prospectus. You have been issued [ ] Subscription Rights
per ADS that you held on [ ], 2001. You may not purchase fractional ADSs, but
instead your number of Subscription Rights was rounded down to the nearest whole
Subscription Right.
SAMPLE CALCULATION OF SUBSCRIPTION PRIVILEGE:
ADSs owned on [ ], 2001: 100
Number of Subscription Rights issued per ADS: [ ]
Number of Subscription Rights required to purchase one ADS: 1
New ADSs you may purchase: [ ]
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You have four (4) choices:
1. You can subscribe for all of the new shares listed at the top
of the page (the "Basic Subscription Right").
2. You can subscribe for more than the number of new shares
listed above (the "Oversubscription Privilege"). Shares may be
available to you subject to an allocation process as described
in the Prospectus.
3. You can subscribe for less than the number of new shares
listed above and allow the rest of your Rights to expire.
4. If you do not want to purchase any additional shares, you can
disregard this material.
TO SUBSCRIBE, FULL PAYMENT OF THE SUBSCRIPTION PRICE IS REQUIRED FOR EACH ADS.
YOU MUST COMPLETE THE REVERSE SIDE OF THIS FORM TO SUBSCRIBE FOR NEW ADSs.
ATTEST: TRICOM, S.A.
By: /s/ CARL H. CARLSON BARRUOS By: /s/ MANUEL ARTURO PELLERANO PENA
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Treasurer of the Board of Directors, Chairman of the Board of Directors
Executive Vice President and Member and Chief Executive Officer
of the Office of the President
Control No.: _______________
Account No.: _______________
No. of Subscription Rights: _______________
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DELIVERY OPTIONS FOR SUBSCRIPTION CERTIFICATE
TO THE SUBSCRIPTION AGENT:
BY MAIL BY HAND
The Bank of New York The Bank of New York
Tender and Exchange Department Tender And Exchange Department
P.O. Box 11248 C/o The Depository Trust Company
Church Street Station 55 Water Street
New York, NY 10286-1248 Jenrette Park Entrance
New York, New York 10041
BY OVERNIGHT COURIER: BY FACSIMILE
The Bank of New York (For Eligible Institutions Only)
Tender & Exchange Department (973) 247-4077
385 Rifle Camp Road For Confirmation of Facsimile,
West Patterson, New Jersey 074241 Telephone:
(973) 247-4076
Delivery to an address other than one of the addresses
listed above will not
constitute valid delivery.
Delivery by facsimile will not constitute valid delivery.
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.
IF YOU WISH TO SUBSCRIBE FOR YOUR FULL BASIC SUBSCRIPTION PRIVILEGE OR A PORTION
THEREOF:
I apply for ____________________ ADSs X $[ ] = $__________________
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(no. of new ADSs) (amount enclosed)
IF YOU HAVE SUBSCRIBED FOR YOUR FULL BASIC SUBSCRIPTION RIGHT AND WISH TO
PURCHASE ADDITIONAL SHARES PURSUANT TO THE OVERSUBSCRIPTION PRIVILEGE:
I apply for ____________________ ADSs X $[ ] = $__________________
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(no. of new ADSs) (amount enclosed)
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TO SUBSCRIBE: I acknowledge that I have received the prospectus for this offer
and I hereby irrevocably subscribe for the number of shares indicated above on
the terms and conditions specified in the prospectus. I hereby agree that if I
fail to pay for the ADSs for which I have subscribed, Tricom, S.A. may exercise
its legal remedies against me.
_____________________________________
Signature(s) of Subscriber(s)
IMPORTANT: THE SIGNATURE(S) MUST CORRESPOND IN EVERY PARTICULAR, WITHOUT
ALTERATION, WITH THE NAME(S) AS PRINTED ON THE REVERSE OF THIS SUBSCRIPTION
CERTIFICATE.
THE SUBSCRIPTION FORM IS BINDING UPON SUBMISSION. FAILURE TO SUBMIT SUCH FORM BY
THE EXPIRATION DATE WILL RESULT IN A FORFEITURE OF THE HOLDER'S SUBSCRIPTION
RIGHTS.
THIS RIGHTS OFFERING HAS BEEN QUALIFIED OR IS BELIEVED TO BE EXEMPT FROM
QUALIFICATION ONLY UNDER THE FEDERAL LAWS OF THE UNTIED STATES AND THE LAWS OF
EACH OF THE STATES IN THE UNITED STATES. RESIDENTS OF OTHER JURISDICTIONS MAY
NOT PURCHASE THE SHARES OR ADSS OFFERED HEREBY UNLESS THEY CERTIFY THAT THEIR
PURCHASES OF SUCH ADSS ARE EFFECTED IN ACCORDANCE WITH THE APPLICABLE LAWS OF
SUCH JURISDICTIONS.
SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS
FOR SUBSCRIPTION RIGHTS HOLDERS:
(a) To be completed ONLY if the certificate representing the ADSs is to be
issued in a name other than that of the registered holder. (See the
Instructions.) DO NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE(S)
SECTION BELOW.
ISSUE ADSs TO:
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(Please Print Name) (Street Address)
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(Social Security # or Tax ID #) (City, State Zip Code)
(b) To be completed ONLY if the certificate representing the ADSs is to be
sent to an address other than that shown above. (See the Instructions.)
DO NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE(S) SECTION BELOW.
-------------------------- --------------------------------
(Please Print Name) (Street Address)
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(Social Security # or Tax ID #) (City, State Zip Code)
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ACKNOWLEDGEMENT
THE SUBSCRIPTION ORDER FORM IS NOT VALID UNLESS YOU SIGN BELOW
I/We acknowledge receipt of the prospectus and understand that after
delivery to Tricom, S.A., I/we may not modify or revoke this Subscription
Certificate. Under penalties of perjury, I/we certify that the information
contained herein, including the social security number or taxpayer
identification number given above, is correct. If the Special Issuance or
Delivery Instructions for Subscription Rights Holders are completed, I/we
certify that although the certificate representing the ADSs is to be issued in a
name other than the registered holder, beneficial ownership of the ADSs will not
change.
The signature below must correspond with the name of the registered
holder exactly as it appears on the books of the Company's transfer agent
without any alteration or change whatsoever.
SIGN HERE: _________________________________ ______________________________
Signature(s) Of Registered Holder
DATED: __________________, 2001
If signature is by trustee(s), executor(s), administrator(s),
guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or
another acting in a fiduciary or representative capacity, please provide the
following information (please print). See the instructions.
Name(s):_______________________________ Daytime Phone:_____________________
Capacity (Full Title):_________________ Evening Phone:_____________________
Address:_______________________________ Taxpayer Identification
(including zip code) or Social Security Number:________
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GUARANTEE OF SIGNATURE(S)
All Subscription Rights Holders who specify special issuance or
delivery instructions must have their signatures guaranteed by an Eligible
Institution. An "Eligible Institution" for this purpose is a bank, stockbroker,
savings and loan association and credit union with membership in an approved
signature guaranteed medallion program, pursuant to Rule 17Ad-l5 of the
Securities Exchange Act of 1934, as amended.
Authorized Signature:__________________ Name of Firm:________________________
Name:__________________________________ Address:_____________________________
Title:_________________________________ Area Code and Telephone No.:_________
YOU MUST HAVE YOUR SIGNATURE GUARANTEED IF YOU WISH TO HAVE YOUR SHARES
DELIVERED TO AN ADDRESS OTHER YOUR OWN OR TO A SHAREHOLDER OTHER THAN THE
REGISTERED HOLDER.
Your signature must be guaranteed by an Eligible Guarantor Institution, as
defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.
These generally include (a) a commercial bank or trust company, (b) a member
firm of a domestic stock exchange, or (c) a credit union.
Signature Guaranteed:
By:_________________________________
(Signature of Officer)
____________________________________
(Name of Bank or Firm)
FULL PAYMENT FOR THE ADSs MUST ACCOMPANY THIS FORM AND MUST BE MADE IN UNITED
STATES DOLLARS BY PERSONAL CHECK, CERTIFIED OR CASHIER'S CHECK OR BANK DRAFT
DRAWN UPON A UNITED STATES BANK OR A UNITED STATES POSTAL MONEY ORDER PAYABLE TO
THE BANK OF NEW YORK, AS SUBSCRIPTION AGENT.
STOCK CERTIFICATES FOR THE ADSs SUBSCRIBED TO PURSUANT TO THE RIGHTS OFFERING
WILL BE DELIVERED AS SOON AS PRACTICABLE AFTER THE EXPIRATION DATE. ANY REFUND
IN CONNECTION WITH YOUR SUBSCRIPTION WILL BE DELIVERED AS SOON AS PRACTICABLE
THEREAFTER.
FOR INSTRUCTIONS ON THE USE OF TRICOM, S.A. SUBSCRIPTION CERTIFICATES
CONSULT [ ], [ ] OF TRICOM, S.A. [( ) - ], OR YOUR
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BANK OR BROKER WITH QUESTIONS
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