EXHIBIT 99.2: INSTRUCTIONS FOR USE OF TRICOM, S.A. SUBSCRIPTION CERTIFICATES.
TRICOM, S.A.
INSTRUCTIONS FOR USE OF
SUBSCRIPTION CERTIFICATES
The following instructions relate to a rights offering (the "Rights
Offering") by Tricom, S.A., a Dominican Republic corporation ("TRICOM"), to the
holders of its American Depositary Shares, each representing one share of Class
A Common Stock, par value RD$10 per share ("ADS"), as described in TRICOM's
prospectus dated [ ], 2001 (the "Prospectus"). Holders of record
of ADSs at the close of business on [________________], 2001 (the "Record
Date") will receive [ ] non-transferable subscription rights (the
"Subscription Rights") for each ADS held by them as of the close of business
on the Record Date. An aggregate of [ ]Subscription Rights exercisable for an
aggregate of [ ] ADSs of TRICOM are being distributed in connection with the
Rights Offering. Each Subscription Right is exercisable, upon payment of $[ ]
in cash (the "Subscription Price"), to purchase one ADS (the "Basic
Subscription Privilege") to The Bank of New York (the "Subscription Agent").
In addition, subject to the allocation described below, each Subscription
Right also carries the right to subscribe at the Subscription Price for
additional ADSs limited to a percentage of the unsubscribed ADSs of your pro
rata ownership of our ADSs of Class B stock (the "Oversubscription
Privilege"), (subject to proration). See "The Rights Offering" in the
Prospectus.
No fractional Subscription Rights will be issued. The number of
Subscription Rights to be issued to each shareholder will be rounded down to the
nearest full Subscription Right.
To exercise your Subscription Rights, a properly completed and executed
Subscription Certificate and payment in full must be delivered to the
Subscription Agent, prior to 5:00 p.m. (New York City time) on
[ ], 2001 (the "Expiration Date").
For a more complete description of the Rights Offering, please refer to
the prospectus or contact [ ], the information agent for this
offering at [ ].
The number of ADSs to which you are entitled to purchase is printed on
the face of your Subscription Certificate. You should indicate your wishes with
regard to the exercise of your Subscription Rights by completing the appropriate
section on the back of your Subscription Certificate and returning the
Subscription Certificate to the Subscription Agent in the envelope provided.
YOUR SUBSCRIPTION CERTIFICATE MUST BE RECEIVED BY THE SUBSCRIPTION AGENT, OR
GUARANTEED DELIVERY REQUIREMENTS WITH RESPECT TO YOUR SUBSCRIPTION CERTIFICATES
MUST BE COMPLIED WITH, ON OR BEFORE THE EXPIRATION DATE. PAYMENT OF THE
SUBSCRIPTION PRICE OF ALL SUBSCRIPTION RIGHTS EXERCISED, INCLUDING FINAL
CLEARANCE OF ANY CHECKS, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT ON OR BEFORE
THE EXPIRATION DATE. ONCE A HOLDER OF SUBSCRIPTION RIGHTS HAS EXERCISED THE
BASIC SUBSCRIPTION PRIVILEGE AND/OR THE OVERSUBSCRIPTION PRIVILEGE, SUCH
EXERCISE MAY NOT BE REVOKED.
1. SUBSCRIPTION PRIVILEGES. To exercise Subscription Rights, complete
your Subscription Certificate and send your properly completed and executed
Subscription Certificate, together with payment in full of the Subscription
Price for each ADS subscribed for pursuant to the Basic Subscription Privilege
and the Oversubscription Privilege, to the Subscription Agent. Delivery of the
Subscription Certificate must be made by mail or by overnight delivery.
FACSIMILE DELIVERY OF THE SUBSCRIPTION CERTIFICATE WILL NOT CONSTITUTE VALID
DELIVERY. All payments 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
United States postal money order payable to The Bank of New York, as
Subscription Agent.
ACCEPTANCE OF PAYMENTS. Payments will be deemed to have been received
by the Subscription Agent only upon the (a) clearance of any uncertified check
or (b) receipt by the Subscription Agent of any certified or cashier's check or
bank draft drawn upon a United States bank or a United States postal money
order. IF PAYING BY UNCERTIFIED PERSONAL CHECK, PLEASE NOTE THAT THE FUNDS PAID
THEREBY MAY TAKE AT LEAST FIVE BUSINESS DAYS TO CLEAR. ACCORDINGLY, HOLDERS OF
SUBSCRIPTION RIGHTS WHO WISH TO PAY THE SUBSCRIPTION PRICE BY MEANS OF
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 SUCH
DATE. YOU ARE URGED TO CONSIDER PAYMENT BY MEANS OF CERTIFIED OR CASHIER'S CHECK
OR MONEY ORDER.
CONTACTING THE SUBSCRIPTION AGENT. The address and telecopier numbers
of the Subscription Agent are as follows:
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
The Subscription Agent must receive the Subscription Certificate and
payment of the estimated subscription price on or before the Expiration Date.
DEPOSIT IN THE MAIL WILL NOT CONSTITUTE DELIVERY TO THE SUBSCRIPTION AGENT. The
Subscription Agent has discretion to refuse to accept any improperly completed
or unexecuted rights certificate.
PARTIAL EXERCISES; EFFECT OF OVER- AND UNDERPAYMENTS. If you exercise
less than all of the Subscription Rights evidenced by your Subscription
Certificate, then the Subscription Agent will issue to you a new Subscription
Certificate evidencing the unexercised Subscription Rights. However, if you
choose to have a new Subscription Certificate sent to you, you may not receive
any such
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new Subscription Certificate in sufficient time to permit exercise of the
Subscription Rights evidenced thereby. If you have not indicated the number of
Subscription Rights being exercised, or if the dollar amount you have forwarded
is not sufficient to purchase (or exceeds the amount necessary to purchase) the
number of shares subscribed for, you will be deemed to have exercised the Basic
Subscription Privilege with respect to the maximum number of whole Subscription
Rights which may be exercised for the Subscription Price payment delivered by
you. To the extent that the Subscription Price payment delivered by you exceeds
the product of the Subscription Price multiplied by the number of ADSs you may
purchase pursuant to the Subscription Rights evidenced by the Subscription
Certificates delivered by you (such excess being the "Subscription Excess"), you
will be deemed to have exercised your Oversubscription Privilege to purchase, to
the extent available, that number of ADSs equal to the quotient obtained by
dividing the Subscription Excess by the Subscription Price.
2. DELIVERY OF STOCK CERTIFICATES, ETC. The following deliveries and
payments to you will be made to the address shown on the face of your
Subscription Certificate unless you provide instructions to the contrary on the
back of your Subscription Certificate.
(a) BASIC SUBSCRIPTION PRIVILEGE. As soon as practicable after
the valid exercise of Subscription Rights and the Expiration Date, the
Subscription Agent will mail to each exercising Rights holder certificates
representing ADSs purchased pursuant to the Basic Subscription Privilege.
(b) OVERSUBSCRIPTION PRIVILEGE. As soon as practicable after
the Expiration Date and after all prorations and adjustments contemplated by the
terms of the Offering have been effected, the Subscription Agent will mail to
each Rights holder who validly exercises the Oversubscription Privilege the
number of ADSs allocated to such Rights holder pursuant to the Oversubscription
Privilege. See "The Offering" in the Prospectus.
(c) EXCESS PAYMENTS. Promptly after the Expiration Date and
after all prorations and adjustments contemplated by the terms of the Offering
have been effected, the Subscription Agent will mail to each Rights holder who
exercises the Oversubscription Privilege any excess funds received (without
interest or deduction) in payment of the Subscription Price for ADSs that are
subscribed for but not allocated to such Rights holder pursuant to the
Oversubscription Privilege.
3. TO HAVE A SUBSCRIPTION CERTIFICATE DIVIDED INTO SMALLER
DENOMINATIONS. To have a Subscription Certificate divided into smaller
denominations, send your Subscription Certificate, together with complete
separate instructions (including specification of the denominations into which
you wish your Subscription Rights to be divided) signed by you, to the
Subscription Agent, allowing a sufficient amount of time for the Subscription
Certificates to be issued and returned so that they can be used prior to the
Expiration Date. Alternatively, you may ask a bank or broker to effect such
actions on your behalf. 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, if any of the new Subscription Certificates are to be
issued in a name other than that in which the old Subscription Certificate was
issued. Subscription Certificates may not be divided into Subscription Rights
which have the right to purchase fractional ADSs, and any instruction to do so
will be rejected. As a result of delays in the mail, the time of the
transmittal, the necessary processing time and other factors, you may not
receive such new Subscription Certificates in time to enable you to complete an
exercise by the Expiration Date. Neither Tricom nor the Subscription Agent will
be liable to you for any such delays.
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4. EXECUTION.
(a) EXECUTION BY REGISTERED HOLDER. The signature on the
Subscription Certificate must correspond with the name of the registered holder
exactly as it appears on the face of the Subscription Certificate without any
alteration or change whatsoever. Persons who sign the Subscription Certificate
in a representative or other fiduciary capacity must indicate their capacity
when signing and, unless waived by the Subscription Agent in its sole and
absolute discretion, must present to the Subscription Agent satisfactory
evidence of their authority so to act.
(b) EXECUTION BY PERSON OTHER THAN REGISTERED HOLDER. If the
Subscription Certificate is executed by a person other than the holder named on
the face of the Subscription Certificate, proper evidence of authority of the
person executing the Subscription Certificate must accompany the same unless the
Subscription Agent, in its discretion, dispenses with proof of authority.
(c) SIGNATURE GUARANTEES. Your signature must be guaranteed by
an Eligible Guarantor Institution if you wish a new Subscription Certificate(s)
or the ADS Certificate to be issued in a name other than that in which the old
Subscription Certificate was issued, or if you specify special payment or
delivery instructions.
5. METHOD OF DELIVERY. The method of delivery of Subscription
Certificates and payment of the Subscription Price to the Subscription Agent
will be at the election and risk of the Subscription Rights holder. If sent by
mail, it is recommended that they be sent by registered mail, properly insured,
with return receipt requested, and that a sufficient number of days be allowed
to ensure delivery to the Subscription Agent prior to the Expiration Date.
6. SPECIAL PROVISIONS RELATING TO THE DELIVERY OF SUBSCRIPTION
RIGHTS THROUGH DEPOSITORY FACILITY PARTICIPANTS. In the case of holders of
Subscription Rights that are held of record through The Depositary Trust Company
("DTC"), exercises of the Basic Subscription Privilege and the Oversubscription
Privilege may be effected by instructing DTC to transfer Subscription Rights
from the DTC account of such holder to the DTC account of the Subscription
Agent, together with payment of the Subscription Price for each ADS subscribed
for pursuant to the Basic Subscription Privilege and the Oversubscription
Privilege.
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