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
FEBRUARY ___, 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 JANUARY ___, 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:
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. 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 STANDARD
TIME ON FEBRUARY ______________, 1997.