EXHIBIT 4.2
AMENDED SUBSCRIPTION CERTIFICATE
Rights Holder: Please insert your name and
address here.
AFG INVESTMENT TRUST B
SUBSCRIPTION RIGHT FOR CLASS B SUBORDINATED BENEFICIARY INTERESTS
This Subscription Certificate represents 1.38 Rights for each Class A
Interest (or, in the case of the Special Beneficiary, for each relative
economic equivalent of a Class A Interest) as shown on the Subscription
Certificate mailed to each Rights Holder on June 10, 1997. The Rights Holder
named above is entitled to acquire one Class B Subordinated Beneficiary
Interest (a "Class B Subordinated Interest") in AFG Investment Trust B (the
"Trust") for each Right held.
Please Note: Minimum subscription is the lesser of (a) the amount of Class B
Subordinated Interests which the Rights Holder is permitted to acquire, which
is equal to the number of Rights set forth above, or (b) 400 Class B
Subordinated Interests for IRAs or other Qualified Plans or (c) 1,000 Class B
Subordinated Interests for all other subscribers (with a higher minimum
purchase in certain states).
To subscribe for Class B Subordinated Interests, the Exercising Rights Holder
must present to Gemisys Corporation (the "Subscription Agent"), prior to 5:00
p.m., Boston time, on July 15, 1997 unless extended by the Trust (the
"Expiration Date"), at the address set forth on the reverse side of this
Certificate:
a properly completed and executed Subscription Certificate and a money
order or check drawn on a bank located in the United States and
payable to Trust Company of America, as agent for the Trust, in the
amount of the Subscription Price for the number of Class B
Subordinated Interests subscribed for under his or her Basic
Subscription Rights. The Subscription Price for the number of Class B
Subordinated Interests, if any, for which the Over-Subscription
Privilege is being exercised is payable as set forth below.
If the Rights Holder subscribes for additional Class B Subordinated Interests
pursuant to the Over-Subscription Privilege, Part B of Section I of this
Subscription Certificate must be completed to indicate the maximum number of
Class B Subordinated Interests for which the Over-Subscription Privilege is
being exercised.
Immediately following the Expiration Date, the Subscription Agent will notify
each Exercising Rights Holder (or, if the Trust's Class A Interests are held
by a nominee, such nominee) as to the number of Class B Subordinated
Interests purchased pursuant to his or her Basic Subscription Rights and, if
applicable, pursuant to the Over-Subscription Privilege, explaining the
allocation of Class B Subordinated Interests pursuant to the Over-
Subscription Privilege. The Subscription Agent will also indicate whether or
not the Special Beneficiary and its Affiliates have obtained voting control
of the Trust through their purchases of Class B Subordinated Interests, and,
if such control had been obtained, the Exercising Rights Holder will have the
opportunity to revoke his or her subscription in whole or in part.
No later than 3 business days following such notice from the Subscription
Agent, the Exercising Rights Holder (unless such Rights Holder has elected to
revoke his or her subscription) must remit to the Subscription Agent a money
order or check drawn on a bank located in the United States and payable to
Trust Company of America in the amount of the Subscription Price for the
number of Class B Subordinated Interests purchased by him or her pursuant to
the Over-Subscription Privilege. All payments tendered in connection with the
exercise of Basic Subscription Rights by Exercising Rights Holders who
subsequently revoke their subscriptions will be refunded by mail as promptly
as practicable after the Expiration Date.
If an Exercising Rights Holder does not make payment of any amounts due in
respect of Class B Subordinated Interests subscribed for, the Trust and the
Subscription Agent reserve the right to (i) find other Rights Holders for the
subscribed and unpaid for Class B Subordinated Interests; (ii) apply any
payment actually received by it toward the purchase of the greatest whole
number of Class B Subordinated Interests which could be acquired by such
Holder upon exercise of his or her Basic Subscription Rights and/or pursuant
to the Over-Subscription Privilege, and/or (iii) exercise any and all other
rights and/or remedies to which it may be entitled, including, without
limitation, the right to set-off against payment actually received by it with
respect to such subscribed Class B Subordinated Interests.
Capitalized terms used but not defined in this Subscription Certificate shall
have the meanings assigned to them in the Prospectus dated June 10, 1997
relating to the Rights.
Any questions regarding this Subscription Certificate and the Offer may be
directed to Gemisys Corporation the Subscription Agent toll-free at (800)
387-7391.
If the investor is a resident of California, by signing this Subscription
Certificate the investor hereby represents that he/she/it meets one of the
following investment suitability standards: (i) a minimum annual gross income
of $45,000 and a minimum net worth (exclusive of home, furnishings and
automobiles) of $45,000, or (ii) a minimum net worth (exclusive of home,
furnishings and automobiles) of $150,000.
If the investor is a resident of California, by signing the Subscription
Certificate the investor hereby acknowledges that any sale or transfer of
interests in California or involving a California resident requires the prior
written consent of the Commissioner of Corporations of the State of
California, except as provided in the Commissioner's rules.
Additionally, all the statements or certificates representing interests will
bear the following legend:
"ATTENTION CALIFORNIA RESIDENTS: IT IS UNLAWFUL TO CONSUMMATE A SALE OR
TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY
CONSIDERATION THEREFOR WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER
OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE
COMMISSIONER'S RULES."
Expiration Date: July 15, 1997
PLEASE COMPLETE ALL APPLICABLE INFORMATION
BY MAIL, OVERNIGHT COURIER OR HAND:
GEMISYS CORPORATION
ATTN: AFG INVESTMENT TRUST
7103 SOUTH REVERE PARKWAY
ENGLEWOOD, CO 80112
800-387-7391
SECTION I: TO SUBSCRIBE: I hereby subscribe for the dollar amount of Class B
Subordinated Interests indicated in A and B below upon the terms and conditions
specified in the Prospectus related hereto, receipt of which is acknowledged. I
enclose a check or money order for the Subscription Price for the number of
Class B Subordinated Interests indicated in A. Unless I elect to revoke my
subscription in the event that the Special Beneficiary and its Affiliates obtain
voting control of the Trust through their purchases of Class B Interests, I
hereby agree to remit the Subscription Price for the number of Class B
Subordinated Interests purchased by me pursuant to the Over-Subscription
Privilege no later than 3 business days following the date of notification to me
by the Subscription Agent as to such number. I hereby agree to be bound by the
Trust Agreement, as from time to time in effect.
Please Note: Minimum subscription is the lesser of (a) the amount of Class B
Subordinated Interests which the Rights Holder is permitted to acquire, which is
equal to the number of Rights set forth on the reverse side of this Certificate,
or (b) 400 Class B Subordinated Interests ($2,000) for IRAs or other Qualified
Plans or (c) 1,000 Class B Subordinated Interests ($5,000) for all other
subscribers (with a higher minimum purchase in certain states).
Please check below:
A. Basic X $5.00 =
Subscription (Class B (Subscription
Rights Subordinated Price)
Interests Subscribed
For)
B. Over-Subscription X $5.00 =
Privilege (Additional Class B (Subscription
Subordinated Price)
Interests Requested)
C. Amount of Check or Money Order Enclosed (Amount indicated in A). Make check payable to =
Trust Company of America, as Agent for the Trust.
A. $
Required)
B. $
(Projected
Amount)
C.
$
(Amount
Required)
(Amount
Please provide your Day ()
Signature(s) of Subscriber telephone number Evening ()
Signature(s) of Subscriber
The signature(s) must correspond with the name(s) as written upon the face of
this Subscription Certificate, in every particular, without alteration.
MAILING ADDRESS (IF DIFFERENT THAN CURRENT MAILING ADDRESS)
Street: ________________________________________________________________________
City: __________________ State: ______ Zip: ______ Home Phone: ( ) __________
DISTRIBUTION DESTINATION (IF DIFFERENT THAN CURRENT DISTRIBUTION DESTINATION)
BY MAIL:
Account Name (Broker/Fund) ___________________________ Account No. _____________
Address: __________________ City: ________________ State: ________ Zip: ________
DIRECT DEPOSIT/WIRE TO BANK ACCOUNT
Bank Name ______________________________________________________________________
Bank Phone Number: ______________________ Bank Account No. _____________________
ABA Routing Number: _________ Bank Account Type: (circle) Checking Savings NOW