EXHIBIT 4.6
GLOBAL EXCHANGEABLE PREFERRED STOCK CERTIFICATE
[FACE OF EXCHANGEABLE PREFERRED STOCK CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE
OF DESIGNATION REFERRED TO BELOW.
HARBORSIDE HEALTHCARE CORPORATION
(Incorporated Under the Laws of the State of Delaware)
40,000 SHARES
OF
SERIES A 13 1/2% EXCHANGEABLE PREFERRED STOCK
MANDATORILY REDEEMABLE 2010
LIQUIDATION PREFERENCE OF $1,000 PER SHARE
FULLY PAID AND NON-ASSESSABLE EXCHANGEABLE PREFERRED
STOCK, PAR VALUE OF $0.01 PER SHARE, OF
HARBORSIDE HEALTHCARE CORPORATION
CUSIP NO.
[ ]
No. 1
THIS CERTIFIES that Cede & Co. is the owner of 40,000 shares of Series A 13
1/2% Exchangeable Preferred Stock ("Exchangeable Preferred Stock") of HARBORSIDE
HEALTHCARE CORPORATION (the " Issuer"), transferable on the books of the Issuer
by the holder hereof, in person or by duly authorized attorney, upon surrender
of this Certificate properly endorsed. This certificate and the shares
represented hereby are subject to the laws of the State of Delaware, and to the
Certificate of Designation as now or hereafter amended, which are made a part
hereof with the same force and effect as if they were set forth herein, to all
of which the holder, by acceptance hereof, assents. This certificate is not
valid unless countersigned by the Transfer Agent. Capitalized terms used herein
and not defined herein have the meanings given to such terms in the Certificate
of Designation. Copies of the Certificate of Designation are on file at the
offices of the Transfer Agent at 114 West 47th Street, New York, N.Y. 10036 and
are available for inspection by any holder of shares of the Exchangeable
Preferred Stock during normal business hours.
IN WITNESS WHEREOF, the Issuer has caused the signature of its duly
authorized officer to be hereunto affixed.
HARBORSIDE HEALTHCARE CORPORATION
By:_______________________________
Name:
Title:
Countersigned and Registered:
UNITED STATES TRUST COMPANY OF NEW YORK, Transfer Agent
By:_____________________
Name:
Title:
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[REVERSE OF EXCHANGEABLE PREFERRED STOCK CERTIFICATE]
HARBORSIDE HEALTHCARE CORPORATION
Dividends on each share of the Exchangeable Preferred Stock shall be
payable at a rate per annum set forth on the face hereof or as provided in the
Certificate of Designation. The shares of Exchangeable Preferred Stock shall be
redeemable as provided in the Certificate of Designation. The shares of
Exchangeable Preferred Stock shall be exchangeable at the Issuer's option into
the Exchange Debentures in the manner and according to the terms set forth in
the Certificate of Designation.
The Issuer shall furnish without charge to each Holder who so requests
a copy of the powers, designations, preferences and relative, participating,
optional, or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT - Custodian for................................................
MIN ACT (cust) (minor)
under Uniform Gifts to Minors Act of
.............................................................
(state)
Additional abbreviations may also be used though not in the above list.
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For Value Received, __________________ hereby sells, assigns and
transfers unto:
______________________________________________________________________________
Please insert Social Security
or other identifying number of assignee
______________________________________________________________________________
Please print or typewrite name and address
including postal zip code of assignee
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________ Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint
______________________________________________________________________________
attorney, to transfer the said Shares on the books of the within named Issuer,
with full power of substitution in the premises.
Dated:_________________ _________________________________________
Signature
__________________________________________
Signature
Notice: The signature to this assignment must
correspond with the name as written upon the face
of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.
In the presence of:
__________________________
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Important: All signatures must be guaranteed by a firm which is a
financial institution and a member of the Securities
Transfer Agent's medallion Program ("STAMP"), the Stock
Exchange Medallion Program ("SEMP") or the New York
Stock Exchange, Inc. Medallion Signature Program.
Signature Guarantee: ______________________________________________________
Name of Firm
______________________________________________________
Authorized Signature
______________________________________________________
Name of Authorized Signatory
(Please print)
______________________________________________________
Address of Firm
______________________________________________________
______________________________________________________
______________________________________________________
Area Code and Telephone Number of Firm
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